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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Emerging growth company
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Page
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Item 1 –
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Item 2 –
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Item 3 –
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Item 4 –
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Item 1 –
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Item 1A –
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Item 2 –
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Item 3 –
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Item 4 –
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Item 5 –
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Item 6 –
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i.
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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 we have recently undergone;
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v.
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a worsening of current economic conditions, as well as turmoil in the financial markets;
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vi.
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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, and the operational risks of lending activities, including but not limited to the risk of fraud, any of which credit and operational risks 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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vii.
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the quality and composition of our securities portfolio;
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viii.
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changes in general economic conditions, either nationally or in our market areas, or in financial markets;
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ix.
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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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x.
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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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xi.
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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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xii.
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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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xiii.
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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 being larger than $10 billion in total assets;
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xiv.
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our ability to control operating costs and expenses;
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xv.
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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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xvi.
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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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xvii.
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the network and computer systems on which we depend could fail or experience a security breach;
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xviii.
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our ability to attract and retain key members of our senior management team;
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xix.
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increased competitive pressures among financial services companies;
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xx.
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changes in consumer spending, borrowing and saving habits;
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xxi.
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adverse changes in the securities markets;
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xxii.
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earthquake, fire or other natural disasters affecting the condition of real estate collateral;
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xxiii.
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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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xxiv.
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the ability of key third party providers to perform their obligations to us;
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xxv.
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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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xxvi.
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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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xxvii.
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war or terrorist activities; and
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xxviii.
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other economic, competitive, governmental, regulatory, and technological factors affecting our operations, pricing, products and services and the other risks described in this report and from time to time in other documents that we file with or furnish to the SEC, including, without limitation, the risks described under “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended
December 31, 2017
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March 31, 2018
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December 31, 2017
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ASSETS
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Cash and due from banks
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$
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20,058
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$
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20,117
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Interest-earning deposits in financial institutions
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326,646
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367,582
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Total cash and cash equivalents
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346,704
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387,699
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Securities available-for-sale, at fair value
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2,424,593
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2,575,469
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Loans held-for-sale, carried at fair value
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18,946
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66,603
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Loans held-for-sale, carried at lower of cost or fair value
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1,234
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466
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Loans and leases receivable, net of allowance for loan and lease losses of $54,763 and $49,333 at March 31, 2018 and December 31, 2017, respectively
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6,875,744
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6,610,074
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Federal Home Loan Bank and other bank stock, at cost
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82,715
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75,654
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Servicing rights, net ($4,953 and $31,852 measured at fair value at March 31, 2018 and December 31, 2017, respectively, and $2,851 and $29,793 measured at fair value were held-for-sale at March 31, 2018 and December 31, 2017, respectively)
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6,739
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33,708
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Other real estate owned, net
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1,024
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1,796
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Premises, equipment, and capital leases, net
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135,198
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135,699
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Bank owned life insurance
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105,384
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104,851
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Goodwill
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37,144
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37,144
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Investments in alternative energy partnerships, net
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48,344
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48,826
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Deferred income taxes, net
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43,192
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31,074
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Income tax receivable
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10,126
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8,739
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Other intangible assets, net
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8,510
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9,353
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Other assets
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153,834
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161,797
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Assets of discontinued operations
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29,888
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38,900
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Total assets
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$
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10,329,319
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$
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10,327,852
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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Noninterest-bearing deposits
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$
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1,039,116
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$
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1,071,608
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Interest-bearing deposits
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6,071,049
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6,221,295
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Total deposits
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7,110,165
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7,292,903
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Advances from Federal Home Loan Bank
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1,905,000
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1,695,000
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Long term debt, net
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172,966
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172,941
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Reserve for loss on repurchased loans
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3,426
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6,306
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Due on unsettled securities purchases
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59,000
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—
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Accrued expenses and other liabilities
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84,997
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140,575
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Liabilities of discontinued operations
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9
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7,819
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Total liabilities
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9,335,563
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9,315,544
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Commitments and contingent liabilities
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Preferred stock
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269,071
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269,071
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Common stock, $0.01 par value per share, 446,863,844 shares authorized; 51,663,116 shares issued and 50,079,736 shares outstanding at March 31, 2018; 51,666,725 shares issued and 50,083,345 shares outstanding at December 31, 2017
|
517
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517
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Class B non-voting non-convertible common stock, $0.01 par value per share, 3,136,156 shares authorized; 508,107 shares issued and outstanding at March 31, 2018 and December 31, 2017
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5
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5
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|
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Additional paid-in capital
|
623,483
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621,435
|
|
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Retained earnings
|
141,008
|
|
|
144,839
|
|
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Treasury stock, at cost (1,583,380 shares at March 31, 2018 and December 31, 2017)
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(28,786
|
)
|
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(28,786
|
)
|
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Accumulated other comprehensive income (loss), net
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(11,542
|
)
|
|
5,227
|
|
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Total stockholders’ equity
|
993,756
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|
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1,012,308
|
|
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Total liabilities and stockholders’ equity
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$
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10,329,319
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|
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$
|
10,327,852
|
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Three Months Ended March 31,
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||||||
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2018
|
|
2017
|
||||
Interest and dividend income
|
|
|
|
||||
Loans and leases, including fees
|
$
|
74,912
|
|
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$
|
69,507
|
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Securities
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21,631
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|
|
27,239
|
|
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Other interest-earning assets
|
2,164
|
|
|
2,096
|
|
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Total interest and dividend income
|
98,707
|
|
|
98,842
|
|
||
Interest expense
|
|
|
|
||||
Deposits
|
16,795
|
|
|
13,960
|
|
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Federal Home Loan Bank advances
|
7,392
|
|
|
1,423
|
|
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Securities sold under repurchase agreements
|
750
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|
|
6
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|
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Long term debt and other interest-bearing liabilities
|
2,332
|
|
|
2,972
|
|
||
Total interest expense
|
27,269
|
|
|
18,361
|
|
||
Net interest income
|
71,438
|
|
|
80,481
|
|
||
Provision for loan and lease losses
|
19,499
|
|
|
2,583
|
|
||
Net interest income after provision for loan and lease losses
|
51,939
|
|
|
77,898
|
|
||
Noninterest income
|
|
|
|
||||
Customer service fees
|
1,592
|
|
|
1,623
|
|
||
Loan servicing income
|
2,311
|
|
|
2,756
|
|
||
Income from bank owned life insurance
|
533
|
|
|
581
|
|
||
Net gain on sale of securities available-for-sale
|
5,241
|
|
|
3,356
|
|
||
Net gain (loss) on sale of loans
|
(41
|
)
|
|
4,019
|
|
||
Net loss on sale of mortgage servicing rights
|
(2,295
|
)
|
|
—
|
|
||
Other income
|
1,241
|
|
|
2,568
|
|
||
Total noninterest income
|
8,582
|
|
|
14,903
|
|
||
Noninterest expense
|
|
|
|
||||
Salaries and employee benefits
|
31,115
|
|
|
32,443
|
|
||
Occupancy and equipment
|
7,687
|
|
|
10,668
|
|
||
Professional fees
|
9,177
|
|
|
15,073
|
|
||
Outside service fees
|
2,546
|
|
|
1,883
|
|
||
Data processing
|
1,656
|
|
|
2,179
|
|
||
Advertising and promotion
|
3,277
|
|
|
1,725
|
|
||
Regulatory assessments
|
2,092
|
|
|
2,441
|
|
||
(Gain) loss on investments in alternative energy partnerships
|
(34
|
)
|
|
8,682
|
|
||
Reversal of provision for loan repurchases
|
(1,788
|
)
|
|
(325
|
)
|
||
Amortization of intangible assets
|
843
|
|
|
1,090
|
|
||
Impairment on intangible assets
|
—
|
|
|
336
|
|
||
Restructuring expense
|
—
|
|
|
5,287
|
|
||
All other expense
|
3,229
|
|
|
8,414
|
|
||
Total noninterest expense
|
59,800
|
|
|
89,896
|
|
||
Income from continuing operations before income taxes
|
721
|
|
|
2,905
|
|
||
Income tax benefit
|
(6,353
|
)
|
|
(6,471
|
)
|
||
Income from continuing operations
|
7,074
|
|
|
9,376
|
|
||
Income from discontinued operations before income taxes (including net gain on disposal of $1,003 and $13,302, respectively, for the three months ended March 31, 2018 and 2017)
|
2,044
|
|
|
13,348
|
|
||
Income tax expense
|
560
|
|
|
5,523
|
|
||
Income from discontinued operations
|
1,484
|
|
|
7,825
|
|
||
Net income
|
8,558
|
|
|
17,201
|
|
||
Preferred stock dividends
|
5,113
|
|
|
5,113
|
|
||
Net income available to common stockholders
|
$
|
3,445
|
|
|
$
|
12,088
|
|
Basic earnings per common share
|
|
|
|
||||
Income from continuing operations
|
$
|
0.03
|
|
|
$
|
0.08
|
|
Income from discontinued operations
|
0.03
|
|
|
0.15
|
|
||
Net income
|
$
|
0.06
|
|
|
$
|
0.23
|
|
Diluted earnings per common share
|
|
|
|
||||
Income from continuing operations
|
$
|
0.03
|
|
|
$
|
0.08
|
|
Income from discontinued operations
|
0.03
|
|
|
0.15
|
|
||
Net income
|
$
|
0.06
|
|
|
$
|
0.23
|
|
Basic earnings per class B common share
|
|
|
|
||||
Income from continuing operations
|
$
|
0.03
|
|
|
$
|
0.08
|
|
Income from discontinued operations
|
0.03
|
|
|
0.15
|
|
||
Net income
|
$
|
0.06
|
|
|
$
|
0.23
|
|
Diluted earnings per class B common share
|
|
|
|
||||
Income from continuing operations
|
$
|
0.03
|
|
|
$
|
0.08
|
|
Income from discontinued operations
|
0.03
|
|
|
0.15
|
|
||
Net income
|
$
|
0.06
|
|
|
$
|
0.23
|
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Net income
|
$
|
8,558
|
|
|
$
|
17,201
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
||||
Unrealized gain (loss) on available-for-sale securities:
|
|
|
|
||||
Unrealized gain (loss) arising during the period
|
(13,561
|
)
|
|
1,300
|
|
||
Reclassification adjustment for gain included in net income
|
(3,704
|
)
|
|
(1,960
|
)
|
||
Total change in unrealized gain (loss) on available-for-sale securities
|
(17,265
|
)
|
|
(660
|
)
|
||
Total other comprehensive loss
|
(17,265
|
)
|
|
(660
|
)
|
||
Comprehensive income (loss)
|
$
|
(8,707
|
)
|
|
$
|
16,541
|
|
|
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, 2016
|
$
|
269,071
|
|
|
$
|
537
|
|
|
$
|
2
|
|
|
$
|
614,226
|
|
|
$
|
134,515
|
|
|
$
|
(29,070
|
)
|
|
$
|
(9,042
|
)
|
|
$
|
980,239
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,201
|
|
|
—
|
|
|
—
|
|
|
17,201
|
|
||||||||
Other comprehensive loss, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(660
|
)
|
|
(660
|
)
|
||||||||
Issuance of common stock
|
—
|
|
|
1
|
|
|
1
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
2,893
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,893
|
|
||||||||
Restricted stock surrendered due to employee tax liability
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(2,134
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,135
|
)
|
||||||||
Stock appreciation right dividend equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(203
|
)
|
|
—
|
|
|
—
|
|
|
(203
|
)
|
||||||||
Dividends declared ($0.13 per common share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,474
|
)
|
|
—
|
|
|
—
|
|
|
(6,474
|
)
|
||||||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,113
|
)
|
|
—
|
|
|
—
|
|
|
(5,113
|
)
|
||||||||
Balance at March 31, 2017
|
$
|
269,071
|
|
|
$
|
537
|
|
|
$
|
3
|
|
|
$
|
614,983
|
|
|
$
|
139,926
|
|
|
$
|
(29,070
|
)
|
|
$
|
(9,702
|
)
|
|
$
|
985,748
|
|
Balance at December 31, 2017
|
$
|
269,071
|
|
|
$
|
517
|
|
|
$
|
5
|
|
|
$
|
621,435
|
|
|
$
|
144,839
|
|
|
$
|
(28,786
|
)
|
|
$
|
5,227
|
|
|
$
|
1,012,308
|
|
Reclassification of stranded tax effects to retained earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(496
|
)
|
|
—
|
|
|
496
|
|
|
—
|
|
||||||||
Adjusted Balance at December 31, 2017
|
269,071
|
|
|
517
|
|
|
5
|
|
|
621,435
|
|
|
144,343
|
|
|
(28,786
|
)
|
|
5,723
|
|
|
1,012,308
|
|
||||||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,558
|
|
|
—
|
|
|
—
|
|
|
8,558
|
|
||||||||
Other comprehensive loss, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,265
|
)
|
|
(17,265
|
)
|
||||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
2,087
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,087
|
|
||||||||
Restricted stock surrendered due to employee tax liability
|
—
|
|
|
—
|
|
|
—
|
|
|
(97
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(97
|
)
|
||||||||
Shares purchased under the Dividend Reinvestment Plan
|
—
|
|
|
—
|
|
|
—
|
|
|
58
|
|
|
(74
|
)
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
||||||||
Stock appreciation right dividend equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(203
|
)
|
|
—
|
|
|
—
|
|
|
(203
|
)
|
||||||||
Dividends declared ($0.13 per common share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,503
|
)
|
|
—
|
|
|
—
|
|
|
(6,503
|
)
|
||||||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,113
|
)
|
|
—
|
|
|
—
|
|
|
(5,113
|
)
|
||||||||
Balance at March 31, 2018
|
$
|
269,071
|
|
|
$
|
517
|
|
|
$
|
5
|
|
|
$
|
623,483
|
|
|
$
|
141,008
|
|
|
$
|
(28,786
|
)
|
|
$
|
(11,542
|
)
|
|
$
|
993,756
|
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
8,558
|
|
|
$
|
17,201
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities
|
|
|
|
||||
Provision for loan and lease losses
|
19,499
|
|
|
2,583
|
|
||
Provision for unfunded loan commitments
|
577
|
|
|
833
|
|
||
Reversal of provision for loan repurchases
|
(1,788
|
)
|
|
(325
|
)
|
||
Depreciation on premises and equipment
|
2,575
|
|
|
3,324
|
|
||
Amortization of intangible assets
|
843
|
|
|
1,090
|
|
||
Amortization of debt issuance cost
|
25
|
|
|
42
|
|
||
Net amortization of premium and discount on securities
|
73
|
|
|
218
|
|
||
Net accretion of deferred loan cost and fees
|
(122
|
)
|
|
(708
|
)
|
||
Accretion of discounts on purchased loans
|
—
|
|
|
(2,070
|
)
|
||
Deferred income tax benefit
|
(4,956
|
)
|
|
(8,214
|
)
|
||
Bank owned life insurance income
|
(533
|
)
|
|
(581
|
)
|
||
Share-based compensation expense
|
2,087
|
|
|
2,893
|
|
||
(Gain) loss on investments in alternative energy partnerships
|
(34
|
)
|
|
8,682
|
|
||
Impairment on intangible assets
|
—
|
|
|
336
|
|
||
Net revenue on mortgage banking activities
|
(232
|
)
|
|
(29,434
|
)
|
||
Net gain (loss) on sale of loans
|
41
|
|
|
(4,019
|
)
|
||
Net gain on sale of securities available for sale
|
(5,241
|
)
|
|
(3,356
|
)
|
||
Loss from change of fair value on mortgage servicing rights
|
920
|
|
|
1,903
|
|
||
Loss on sale or disposal of property and equipment
|
16
|
|
|
255
|
|
||
Loss on sale of mortgage servicing rights
|
2,295
|
|
|
—
|
|
||
Net gain on disposal of discontinued operations
|
(1,003
|
)
|
|
(13,302
|
)
|
||
Repurchase of mortgage loans
|
(9,670
|
)
|
|
(13,630
|
)
|
||
Originations of loans held-for-sale from mortgage banking
|
—
|
|
|
(935,428
|
)
|
||
Originations of other loans held-for-sale
|
(773
|
)
|
|
(63,101
|
)
|
||
Proceeds from sales of and principal collected on loans held-for-sale from mortgage banking
|
10,629
|
|
|
958,529
|
|
||
Proceeds from sales of and principal collected on other loans held-for-sale
|
5
|
|
|
127,629
|
|
||
Change in accrued interest receivable and other assets
|
1,847
|
|
|
(12,536
|
)
|
||
Change in accrued interest payable and other liabilities
|
(11,294
|
)
|
|
(54,805
|
)
|
||
Net cash provided by (used in) operating activities
|
14,344
|
|
|
(15,991
|
)
|
||
Cash flows from investing activities:
|
|
|
|
||||
Proceeds from sales of securities available-for-sale
|
190,917
|
|
|
378,539
|
|
||
Proceeds from maturities and calls of securities available-for-sale
|
96,600
|
|
|
32,465
|
|
||
Proceeds from principal repayments of securities available-for-sale
|
9,351
|
|
|
10,746
|
|
||
Proceeds from maturities and calls of securities held-to-maturity
|
—
|
|
|
21,020
|
|
||
Purchases of securities available-for-sale
|
(100,754
|
)
|
|
(472,850
|
)
|
||
Net cash provided by disposal of discontinued operations
|
—
|
|
|
55,629
|
|
||
Loan and lease originations and principal collections, net
|
(291,593
|
)
|
|
(309,961
|
)
|
||
Redemption of Federal Home Loan Bank stock
|
—
|
|
|
4,813
|
|
||
Purchase of Federal Home Loan Bank and other bank stock
|
(7,061
|
)
|
|
(209
|
)
|
||
Proceeds from sale of loans
|
6,506
|
|
|
249,695
|
|
||
Proceeds from sale of other real estate owned
|
553
|
|
|
320
|
|
||
Proceeds from sale of mortgage servicing rights
|
27,347
|
|
|
—
|
|
||
Proceeds from sale of premises and equipment
|
—
|
|
|
172
|
|
||
Additions to premises and equipment
|
(2,090
|
)
|
|
(10,317
|
)
|
||
Payments of capital lease obligations
|
(125
|
)
|
|
(271
|
)
|
||
Funding of equity investment
|
(275
|
)
|
|
—
|
|
||
Investments in alternative energy partnerships
|
—
|
|
|
(30,927
|
)
|
||
Net cash used in investing activities
|
(70,624
|
)
|
|
(71,136
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Net decrease in deposits
|
(182,738
|
)
|
|
(544,457
|
)
|
||
Net increase in short-term Federal Home Loan Bank advances
|
30,000
|
|
|
540,000
|
|
||
Repayment of long-term Federal Home Loan Bank advances
|
—
|
|
|
(50,000
|
)
|
||
Proceeds from long-term Federal Home Loan Bank advances
|
180,000
|
|
|
100,000
|
|
||
Net increase in securities sold under repurchase agreements
|
—
|
|
|
26,320
|
|
||
Payment of junior subordinated amortizing notes
|
—
|
|
|
(1,330
|
)
|
||
Restricted stock surrendered due to employee tax liability
|
(97
|
)
|
|
(2,135
|
)
|
||
Dividend equivalents paid on stock appreciation rights
|
(202
|
)
|
|
(202
|
)
|
||
Dividends paid on preferred stock
|
(5,113
|
)
|
|
(5,113
|
)
|
||
Dividends paid on common stock
|
(6,565
|
)
|
|
(6,185
|
)
|
||
Net cash provided by financing activities
|
15,285
|
|
|
56,898
|
|
||
Net change in cash and cash equivalents
|
(40,995
|
)
|
|
(30,229
|
)
|
||
Cash and cash equivalents at beginning of period
|
387,699
|
|
|
439,510
|
|
||
Cash and cash equivalents at end of period
|
$
|
346,704
|
|
|
$
|
409,281
|
|
Supplemental cash flow information
|
|
|
|
||||
Interest paid on deposits and borrowed funds
|
$
|
25,430
|
|
|
$
|
15,888
|
|
Income taxes paid
|
31
|
|
|
6,574
|
|
||
Income taxes refunds received
|
(22
|
)
|
|
—
|
|
||
Supplemental disclosure of non-cash activities
|
|
|
|
||||
Transfer from loans to other real estate owned, net
|
$
|
—
|
|
|
$
|
1,171
|
|
Transfer of loans held-for-investment to loans held-for-sale
|
6,546
|
|
|
242,288
|
|
||
Equipment acquired under capital leases
|
—
|
|
|
70
|
|
||
Reclassification of stranded tax effects to retained earnings
|
496
|
|
|
—
|
|
||
Due on unsettled securities purchases
|
59,000
|
|
|
—
|
|
||
Loans sold to Ginnie Mae that are subject to a repurchase option
|
6,774
|
|
|
20,024
|
|
(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.
|
|
|
Three Months Ended March 31,
|
|
Total Net Gain on Disposal After Completion of Sale
|
||||||||
($ in thousands)
|
|
2018
|
|
2017
|
|
|||||||
Proceeds from the transaction
|
|
$
|
—
|
|
|
$
|
63,332
|
|
|
$
|
63,054
|
|
Compensation expense related to the transaction
|
|
1,003
|
|
|
(4,000
|
)
|
|
(2,497
|
)
|
|||
Other transaction costs
|
|
—
|
|
|
(3,703
|
)
|
|
(3,431
|
)
|
|||
Net cash proceeds
|
|
1,003
|
|
|
55,629
|
|
|
57,126
|
|
|||
Book value of certain assets sold
|
|
—
|
|
|
(2,455
|
)
|
|
(2,455
|
)
|
|||
Book value of MSRs sold
|
|
—
|
|
|
(37,772
|
)
|
|
(37,772
|
)
|
|||
Goodwill
|
|
—
|
|
|
(2,100
|
)
|
|
(2,100
|
)
|
|||
Net gain on disposal
|
|
$
|
1,003
|
|
|
$
|
13,302
|
|
|
$
|
14,799
|
|
(1)
|
Includes
$0
and
$7.1 million
of loans sold to Government National Mortgage Association (GNMA), respectively, that were delinquent more than 90 days and subject to a repurchase option by the Company at
March 31, 2018
and
December 31, 2017
. As such, the Company was deemed to have regained control over those previously transferred assets and has re-recognized them with an offsetting liability 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.
|
(2)
|
Includes
$13.9 million
and
$24.1 million
of non-performing loans at
March 31, 2018
and
December 31, 2017
.
|
|
|
Three Months Ended March 31,
|
||||||
($ in thousands)
|
|
2018
|
|
2017
|
||||
Interest income
|
|
|
|
|
||||
Loans, including fees
|
|
$
|
186
|
|
|
$
|
3,266
|
|
Total interest income
|
|
186
|
|
|
3,266
|
|
||
Noninterest income
|
|
|
|
|
||||
Net gain on disposal
|
|
1,003
|
|
|
13,302
|
|
||
Loan servicing income
|
|
—
|
|
|
1,551
|
|
||
Net revenue on mortgage banking activities
|
|
232
|
|
|
29,434
|
|
||
All other income
|
|
635
|
|
|
514
|
|
||
Total noninterest income
|
|
1,870
|
|
|
44,801
|
|
||
Noninterest expense
|
|
|
|
|
||||
Salaries and employee benefits
|
|
9
|
|
|
24,375
|
|
||
Occupancy and equipment
|
|
—
|
|
|
2,357
|
|
||
Professional fees
|
|
—
|
|
|
102
|
|
||
Outside Service Fees
|
|
—
|
|
|
2,364
|
|
||
Data processing
|
|
—
|
|
|
464
|
|
||
Advertising
|
|
—
|
|
|
833
|
|
||
Restructuring expense
|
|
—
|
|
|
3,218
|
|
||
All other expenses
|
|
3
|
|
|
1,006
|
|
||
Total noninterest expense
|
|
12
|
|
|
34,719
|
|
||
Income from discontinued operations before income taxes
|
|
2,044
|
|
|
13,348
|
|
||
Income tax expense
|
|
560
|
|
|
5,523
|
|
||
Income from discontinued operations
|
|
$
|
1,484
|
|
|
$
|
7,825
|
|
|
|
Three Months Ended March 31,
|
||||||
($ in thousands)
|
|
2018
|
|
2017
|
||||
Net cash provided by (used in) operating activities
|
|
$
|
2,686
|
|
|
$
|
(10,111
|
)
|
Net cash provided by investing activities
|
|
—
|
|
|
55,629
|
|
||
Net cash provided by discontinued operations
|
|
$
|
2,686
|
|
|
$
|
45,518
|
|
•
|
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) |
||||||||
March 31, 2018
|
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Securities available-for-sale:
|
|
|
|
|
|
|
|
|
||||||||
SBA loan pools securities
|
|
$
|
970
|
|
|
$
|
—
|
|
|
$
|
970
|
|
|
$
|
—
|
|
U.S. government agency and U.S. government sponsored enterprise residential mortgage-backed securities
|
|
467,499
|
|
|
—
|
|
|
467,499
|
|
|
—
|
|
||||
Non-agency residential mortgage-backed securities
|
|
664
|
|
|
—
|
|
|
664
|
|
|
—
|
|
||||
Non-agency commercial mortgage-backed securities
|
|
200,721
|
|
|
—
|
|
|
200,721
|
|
|
—
|
|
||||
Collateralized loan obligations
|
|
1,754,739
|
|
|
—
|
|
|
1,754,739
|
|
|
—
|
|
||||
Loans held-for-sale, carried at fair value
(1)
|
|
48,834
|
|
|
—
|
|
|
5,872
|
|
|
42,962
|
|
||||
Mortgage servicing rights
(2)
|
|
4,953
|
|
|
—
|
|
|
—
|
|
|
4,953
|
|
||||
Derivative assets:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps and caps
(3)
|
|
1,159
|
|
|
—
|
|
|
1,159
|
|
|
—
|
|
||||
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps and caps
(4)
|
|
1,136
|
|
|
—
|
|
|
1,136
|
|
|
—
|
|
||||
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
(5)
|
|
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
$29.9 million
(
$5.9 million
at Level 2 and
$24.0 million
at Level 3) of discontinued operations, which are included in Assets of Discontinued Operations in the Consolidated Statements of Financial Condition
|
(2)
|
Included in Servicing Rights, Net in the Consolidated Statements of Financial Condition
|
(3)
|
Included in Other Assets in the Consolidated Statements of Financial Condition
|
(4)
|
Included in Accrued Expenses and Other Liabilities in the Consolidated Statements of Financial Condition
|
(5)
|
Includes loans held-for-sale carried at fair value of
$38.7 million
(
$6.4 million
at Level 2 and
$32.3 million
at Level 3) of discontinued operations, which are included in Assets of Discontinued Operations in the Consolidated Statements of Financial Condition
|
|
|
Three Months Ended March 31,
|
||||||
($ in thousands)
|
|
2018
|
|
2017
|
||||
Mortgage servicing rights
(1)
|
|
|
|
|
||||
Balance at beginning of period
|
|
$
|
31,852
|
|
|
$
|
76,121
|
|
Transfers in and (out) of Level 3
(2)
|
|
—
|
|
|
—
|
|
||
Total gains or losses (realized/unrealized):
|
|
|
|
|
||||
Included in earnings—fair value adjustment
|
|
(874
|
)
|
|
(44
|
)
|
||
Additions
|
|
—
|
|
|
7,801
|
|
||
Sales, paydowns, and other
(3)
|
|
(26,025
|
)
|
|
(41,045
|
)
|
||
Balance at end of period
|
|
$
|
4,953
|
|
|
$
|
42,833
|
|
Loans repurchased or subject to repurchase option from GNMA Loan Pools
(4)
|
|
|
|
|
||||
Balance at beginning of period
|
|
$
|
98,940
|
|
|
$
|
58,260
|
|
Transfers in and (out) of Level 3
(2)
|
|
—
|
|
|
—
|
|
||
Total gains or losses (realized/unrealized):
|
|
|
|
|
||||
Included in earnings—fair value adjustment
|
|
(6
|
)
|
|
9
|
|
||
Additions
|
|
24,620
|
|
|
17,296
|
|
||
Sales, settlements, and other
|
|
(80,592
|
)
|
|
(8,864
|
)
|
||
Balance at end of period
|
|
$
|
42,962
|
|
|
$
|
66,701
|
|
(1)
|
Includes MSRs of discontinued operations, which is included in Assets of Discontinued Operations in the Consolidated Statements of Financial Condition, of
$0
and
$37.7 million
, respectively, for the three months ended
March 31, 2018
and
2017
in balance at beginning of period, and
$0
for the
three months ended
March 31, 2018
and
2017
in balance at end of period
|
(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
three months ended
March 31, 2017
|
(4)
|
Includes loans repurchased from GNMA Loan Pools of discontinued operations, which is included in Assets of Discontinued Operations in the Consolidated Statements of Financial Condition, of
$32.3 million
and
$58.3 million
, respectively, for the three months ended
March 31, 2018
and
2017
in balance at beginning of period, and
$24.0 million
and
$66.7 million
, respectively, for the
three months ended
March 31, 2018
and
2017
in balance at end of period
|
($ in thousands)
|
|
Fair Value
|
|
Valuation Technique(s)
|
|
Unobservable Input(s)
|
|
Range (Weighted Average)
|
||
March 31, 2018
|
|
|
|
|
|
|
|
|
||
Mortgage servicing rights
|
|
$
|
2,102
|
|
|
Discounted cash flow
|
|
Discount rate
|
|
13.00% to 13.00% (13.00%)
|
|
|
|
|
|
|
Prepayment rate
|
|
10.57% to 50.71% (15.68%)
|
||
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%)
|
(1)
|
Excludes MSRs held-for-sale of
$2.9 million
and
$29.8 million
, respectively, which were valued based on a market bid adjusted for expected obligations arising from standard representations and warranties at
March 31, 2018
and
December 31, 2017
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
($ 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
|
|
$
|
18,946
|
|
|
$
|
19,573
|
|
|
$
|
(627
|
)
|
|
$
|
66,603
|
|
|
$
|
67,415
|
|
|
$
|
(812
|
)
|
Non-accrual loans
(1)
|
|
9,246
|
|
|
9,412
|
|
|
(166
|
)
|
|
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
|
|
$
|
29,888
|
|
|
$
|
30,600
|
|
|
$
|
(712
|
)
|
|
$
|
38,696
|
|
|
$
|
39,541
|
|
|
$
|
(845
|
)
|
Non-accrual loans
(2)
|
|
13,870
|
|
|
13,916
|
|
|
(46
|
)
|
|
24,073
|
|
|
24,297
|
|
|
(224
|
)
|
||||||
Loans past due 90 days or more and still accruing
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
Includes loans guaranteed by the U.S. government of
$7.8 million
and
$54.2 million
, respectively, at
March 31, 2018
and
December 31, 2017
|
(2)
|
Includes loans guaranteed by the U.S. government of
$11.3 million
and
$20.7 million
, respectively, at
March 31, 2018
and
December 31, 2017
|
|
|
Three Months Ended March 31,
|
||||||
($ in thousands)
|
|
2018
|
|
2017
|
||||
Net gains (losses) from fair value changes
|
|
|
|
|
||||
Net gain (loss) on sale of loans (continuing operations)
|
|
$
|
(15
|
)
|
|
$
|
24
|
|
Net revenue on mortgage banking activities (discontinued operations)
|
|
8
|
|
|
10,793
|
|
|
|
|
|
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) |
||||
March 31, 2018
|
|
|
|
|
|
|
|
|
||||
Assets
|
|
|
|
|
|
|
|
|
||||
Other real estate owned:
|
|
|
|
|
|
|
|
|
||||
Single family residential
|
|
1,008
|
|
|
—
|
|
|
—
|
|
|
1,008
|
|
December 31, 2017
|
|
|
|
|
|
|
|
|
||||
Assets
|
|
|
|
|
|
|
|
|
||||
Impaired loans:
|
|
|
|
|
|
|
|
|
||||
SBA
|
|
174
|
|
|
—
|
|
|
—
|
|
|
174
|
|
Other real estate owned:
|
|
|
|
|
|
|
|
|
||||
Single family residential
|
|
1,415
|
|
|
—
|
|
|
—
|
|
|
1,415
|
|
|
|
Three Months Ended March 31,
|
||||||
($ in thousands)
|
|
2018
|
|
2017
|
||||
Impaired loans:
|
|
|
|
|
||||
Single family residential mortgage
|
|
$
|
(115
|
)
|
|
$
|
—
|
|
Commercial and industrial
|
|
(60
|
)
|
|
—
|
|
||
SBA
|
|
(381
|
)
|
|
—
|
|
||
Other consumer
|
|
(141
|
)
|
|
—
|
|
||
Other real estate owned:
|
|
|
|
|
||||
Single family residential
|
|
11
|
|
|
(8
|
)
|
|
|
Carrying Amount
|
|
Fair Value Measurement Level
|
||||||||||||||||
($ in thousands)
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|||||||||||
March 31, 2018
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
346,704
|
|
|
$
|
346,704
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
346,704
|
|
Securities available-for-sale
|
|
2,424,593
|
|
|
—
|
|
|
2,424,593
|
|
|
—
|
|
|
2,424,593
|
|
|||||
Federal Home Loan Bank and other bank stock
|
|
82,715
|
|
|
—
|
|
|
82,715
|
|
|
—
|
|
|
82,715
|
|
|||||
Loans held-for-sale
(1)
|
|
50,068
|
|
|
—
|
|
|
7,176
|
|
|
42,962
|
|
|
50,138
|
|
|||||
Loans and leases receivable, net of ALLL
|
|
6,875,744
|
|
|
—
|
|
|
—
|
|
|
6,838,745
|
|
|
6,838,745
|
|
|||||
Accrued interest receivable
|
|
36,941
|
|
|
36,941
|
|
|
—
|
|
|
—
|
|
|
36,941
|
|
|||||
Derivative assets
|
|
1,159
|
|
|
—
|
|
|
1,159
|
|
|
—
|
|
|
1,159
|
|
|||||
Financial liabilities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Deposits
|
|
7,110,165
|
|
|
—
|
|
|
—
|
|
|
6,848,132
|
|
|
6,848,132
|
|
|||||
Advances from Federal Home Loan Bank
|
|
1,905,000
|
|
|
—
|
|
|
1,901,137
|
|
|
—
|
|
|
1,901,137
|
|
|||||
Long term debt
|
|
172,966
|
|
|
—
|
|
|
179,310
|
|
|
—
|
|
|
179,310
|
|
|||||
Derivative liabilities
|
|
1,136
|
|
|
—
|
|
|
1,136
|
|
|
—
|
|
|
1,136
|
|
|||||
Accrued interest payable
|
|
9,173
|
|
|
9,173
|
|
|
—
|
|
|
—
|
|
|
9,173
|
|
|||||
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
(2)
|
|
105,765
|
|
|
—
|
|
|
6,866
|
|
|
98,940
|
|
|
105,806
|
|
|||||
Loans and leases receivable, net of ALLL
|
|
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
|
|
(1)
|
Includes loans held-for-sale carried at fair value of
$29.9 million
(
$5.9 million
at Level 2 and
$24.0 million
at Level 3) of discontinued operations
|
(2)
|
Includes loans held-for-sale carried at fair value of
$38.7 million
(
$6.4 million
at Level 2 and
$32.3 million
at Level 3) of discontinued operations
|
($ in thousands)
|
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Fair Value
|
||||||||
March 31, 2018
|
|
|
|
|
|
|
|
|
||||||||
Securities available-for-sale:
|
|
|
|
|
|
|
|
|
||||||||
SBA loan pool securities
|
|
$
|
982
|
|
|
$
|
—
|
|
|
$
|
(12
|
)
|
|
$
|
970
|
|
U.S. government agency and U.S. government sponsored enterprise residential mortgage-backed securities
|
|
493,757
|
|
|
7
|
|
|
(26,265
|
)
|
|
467,499
|
|
||||
Non-agency residential mortgage-backed securities
|
|
651
|
|
|
14
|
|
|
(1
|
)
|
|
664
|
|
||||
Non-agency commercial mortgage-backed securities
|
|
201,613
|
|
|
334
|
|
|
(1,226
|
)
|
|
200,721
|
|
||||
Collateralized loan obligations
|
|
1,743,941
|
|
|
10,899
|
|
|
(101
|
)
|
|
1,754,739
|
|
||||
Total securities available-for-sale
|
|
$
|
2,440,944
|
|
|
$
|
11,254
|
|
|
$
|
(27,605
|
)
|
|
$
|
2,424,593
|
|
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
|
|
|
|
Three Months Ended March 31,
|
||||||
($ in thousands)
|
|
2018
|
|
2017
|
||||
Gross realized gains on sales and calls of securities available-for-sale
|
|
$
|
5,241
|
|
|
$
|
3,356
|
|
Gross realized losses on sales and calls of securities available-for-sale
|
|
—
|
|
|
—
|
|
||
Net realized gains on sales and calls of securities available-for-sale
|
|
$
|
5,241
|
|
|
$
|
3,356
|
|
Proceeds from sales and calls of securities available-for-sale
|
|
$
|
287,517
|
|
|
$
|
378,539
|
|
Tax expense on sales and calls of securities available-for-sale
|
|
$
|
1,537
|
|
|
$
|
1,396
|
|
|
|
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
|
||||||||||||
March 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Securities available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
SBA loan pool securities
|
|
$
|
970
|
|
|
$
|
(12
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
970
|
|
|
$
|
(12
|
)
|
U.S. government agency and U.S. government sponsored enterprise residential mortgage-backed securities
|
|
$
|
13,570
|
|
|
$
|
(281
|
)
|
|
$
|
449,970
|
|
|
$
|
(25,984
|
)
|
|
$
|
463,540
|
|
|
$
|
(26,265
|
)
|
Non-agency residential mortgage-backed securities
|
|
—
|
|
|
—
|
|
|
118
|
|
|
(1
|
)
|
|
118
|
|
|
(1
|
)
|
||||||
Non-agency commercial mortgage-backed securities
|
|
144,673
|
|
|
(1,226
|
)
|
|
—
|
|
|
—
|
|
|
144,673
|
|
|
(1,226
|
)
|
||||||
Collateralized loan obligations
|
|
66,749
|
|
|
(101
|
)
|
|
—
|
|
|
—
|
|
|
66,749
|
|
|
(101
|
)
|
||||||
Total securities available-for-sale
|
|
$
|
225,962
|
|
|
$
|
(1,620
|
)
|
|
$
|
450,088
|
|
|
$
|
(25,985
|
)
|
|
$
|
676,050
|
|
|
$
|
(27,605
|
)
|
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
|
)
|
($ in thousands)
|
|
NTM Loans
|
|
Traditional Loans and Leases
|
|
Total Loans and Leases Receivable
|
||||||
March 31, 2018
|
|
|
|
|
|
|
||||||
Commercial:
|
|
|
|
|
|
|
||||||
Commercial and industrial
|
|
$
|
—
|
|
|
$
|
1,638,559
|
|
|
$
|
1,638,559
|
|
Commercial real estate
|
|
—
|
|
|
773,193
|
|
|
773,193
|
|
|||
Multifamily
|
|
—
|
|
|
1,944,082
|
|
|
1,944,082
|
|
|||
SBA
|
|
—
|
|
|
79,022
|
|
|
79,022
|
|
|||
Construction
|
|
—
|
|
|
200,766
|
|
|
200,766
|
|
|||
Lease financing
|
|
—
|
|
|
3
|
|
|
3
|
|
|||
Consumer:
|
|
|
|
|
|
|
||||||
Single family residential mortgage
|
|
843,255
|
|
|
1,358,103
|
|
|
2,201,358
|
|
|||
Other consumer
|
|
3,545
|
|
|
89,979
|
|
|
93,524
|
|
|||
Total loans and leases
|
|
$
|
846,800
|
|
|
$
|
6,083,707
|
|
|
$
|
6,930,507
|
|
Allowance for loan and lease losses
|
|
|
|
|
|
(54,763
|
)
|
|||||
Loans and leases receivable, net
|
|
|
|
|
|
$
|
6,875,744
|
|
||||
December 31, 2017
|
|
|
|
|
|
|
||||||
Commercial:
|
|
|
|
|
|
|
||||||
Commercial and industrial
|
|
$
|
—
|
|
|
$
|
1,701,951
|
|
|
$
|
1,701,951
|
|
Commercial real estate
|
|
—
|
|
|
717,415
|
|
|
717,415
|
|
|||
Multifamily
|
|
—
|
|
|
1,816,141
|
|
|
1,816,141
|
|
|||
SBA
|
|
—
|
|
|
78,699
|
|
|
78,699
|
|
|||
Construction
|
|
—
|
|
|
182,960
|
|
|
182,960
|
|
|||
Lease financing
|
|
—
|
|
|
13
|
|
|
13
|
|
|||
Consumer:
|
|
|
|
|
|
|
||||||
Single family residential mortgage
|
|
803,355
|
|
|
1,252,294
|
|
|
2,055,649
|
|
|||
Other consumer
|
|
3,578
|
|
|
103,001
|
|
|
106,579
|
|
|||
Total loans and leases
|
|
$
|
806,933
|
|
|
$
|
5,852,474
|
|
|
$
|
6,659,407
|
|
Allowance for loan and lease losses
|
|
|
|
|
|
(49,333
|
)
|
|||||
Loans and leases receivable, net
|
|
|
|
|
|
$
|
6,610,074
|
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||||||||
($ in thousands)
|
|
Count
|
|
Amount
|
|
Percent
|
|
Count
|
|
Amount
|
|
Percent
|
||||||||
Green Loans (HELOC) - first liens
|
|
99
|
|
|
$
|
79,248
|
|
|
9.4
|
%
|
|
101
|
|
|
$
|
82,197
|
|
|
10.2
|
%
|
Interest-only - first liens
|
|
499
|
|
|
760,370
|
|
|
89.8
|
%
|
|
468
|
|
|
717,484
|
|
|
88.9
|
%
|
||
Negative amortization
|
|
11
|
|
|
3,637
|
|
|
0.4
|
%
|
|
11
|
|
|
3,674
|
|
|
0.5
|
%
|
||
Total NTM - first liens
|
|
609
|
|
|
843,255
|
|
|
99.6
|
%
|
|
580
|
|
|
803,355
|
|
|
99.6
|
%
|
||
Green Loans (HELOC) - second liens
|
|
12
|
|
|
3,545
|
|
|
0.4
|
%
|
|
12
|
|
|
3,578
|
|
|
0.4
|
%
|
||
Total NTM - second liens
|
|
12
|
|
|
3,545
|
|
|
0.4
|
%
|
|
12
|
|
|
3,578
|
|
|
0.4
|
%
|
||
Total NTM loans
|
|
621
|
|
|
$
|
846,800
|
|
|
100.0
|
%
|
|
592
|
|
|
$
|
806,933
|
|
|
100.0
|
%
|
Total loans and leases
|
|
|
|
$
|
6,930,507
|
|
|
|
|
|
|
$
|
6,659,407
|
|
|
|
||||
% of NTM to total loans and leases
|
|
|
|
12.2
|
%
|
|
|
|
|
|
12.1
|
%
|
|
|
|
|
Three Months Ended March 31,
|
||||||
($ in thousands)
|
|
2018
|
|
2017
|
||||
Balance at beginning of period
|
|
$
|
49,333
|
|
|
$
|
40,444
|
|
Loans and leases charged off
|
|
(14,639
|
)
|
|
(357
|
)
|
||
Recoveries of loans and leases previously charged off
|
|
570
|
|
|
66
|
|
||
Provision for loan and lease losses
|
|
19,499
|
|
|
2,583
|
|
||
Balance at end of period
|
|
$
|
54,763
|
|
|
$
|
42,736
|
|
($ 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, 2017
|
|
$
|
14,280
|
|
|
$
|
4,971
|
|
|
$
|
13,265
|
|
|
$
|
1,701
|
|
|
$
|
3,318
|
|
|
$
|
—
|
|
|
$
|
10,996
|
|
|
$
|
802
|
|
|
$
|
49,333
|
|
Charge-offs
|
|
(71
|
)
|
|
—
|
|
|
—
|
|
|
(381
|
)
|
|
—
|
|
|
—
|
|
|
(115
|
)
|
|
(14,072
|
)
|
|
(14,639
|
)
|
|||||||||
Recoveries
|
|
61
|
|
|
—
|
|
|
—
|
|
|
65
|
|
|
—
|
|
|
4
|
|
|
436
|
|
|
4
|
|
|
570
|
|
|||||||||
Provision
|
|
3,301
|
|
|
446
|
|
|
954
|
|
|
192
|
|
|
(98
|
)
|
|
(4
|
)
|
|
652
|
|
|
14,056
|
|
|
19,499
|
|
|||||||||
Balance at March 31, 2018
|
|
$
|
17,571
|
|
|
$
|
5,417
|
|
|
$
|
14,219
|
|
|
$
|
1,577
|
|
|
$
|
3,220
|
|
|
$
|
—
|
|
|
$
|
11,969
|
|
|
$
|
790
|
|
|
$
|
54,763
|
|
Individually evaluated for impairment
|
|
$
|
1,115
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
124
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
420
|
|
|
$
|
21
|
|
|
$
|
1,680
|
|
Collectively evaluated for impairment
|
|
16,456
|
|
|
5,417
|
|
|
14,219
|
|
|
1,453
|
|
|
3,220
|
|
|
—
|
|
|
11,549
|
|
|
769
|
|
|
53,083
|
|
|||||||||
Total ending ALLL balance
|
|
$
|
17,571
|
|
|
$
|
5,417
|
|
|
$
|
14,219
|
|
|
$
|
1,577
|
|
|
$
|
3,220
|
|
|
$
|
—
|
|
|
$
|
11,969
|
|
|
$
|
790
|
|
|
$
|
54,763
|
|
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Individually evaluated for impairment
|
|
$
|
5,265
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
359
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
19,667
|
|
|
$
|
766
|
|
|
$
|
26,057
|
|
Collectively evaluated for impairment
|
|
1,633,294
|
|
|
773,193
|
|
|
1,944,082
|
|
|
78,663
|
|
|
200,766
|
|
|
3
|
|
|
2,181,691
|
|
|
92,758
|
|
|
6,904,450
|
|
|||||||||
Total ending loan balances
|
|
$
|
1,638,559
|
|
|
$
|
773,193
|
|
|
$
|
1,944,082
|
|
|
$
|
79,022
|
|
|
$
|
200,766
|
|
|
$
|
3
|
|
|
$
|
2,201,358
|
|
|
$
|
93,524
|
|
|
$
|
6,930,507
|
|
($ 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
|
|
(250
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(81
|
)
|
|
(26
|
)
|
|
(357
|
)
|
|||||||||
Recoveries
|
|
—
|
|
|
—
|
|
|
—
|
|
|
43
|
|
|
—
|
|
|
19
|
|
|
1
|
|
|
3
|
|
|
66
|
|
|||||||||
Provision
|
|
3,554
|
|
|
(924
|
)
|
|
(347
|
)
|
|
164
|
|
|
1,003
|
|
|
(20
|
)
|
|
(755
|
)
|
|
(92
|
)
|
|
2,583
|
|
|||||||||
Balance at March 31, 2017
|
|
$
|
10,888
|
|
|
$
|
4,543
|
|
|
$
|
11,029
|
|
|
$
|
1,146
|
|
|
$
|
3,018
|
|
|
$
|
5
|
|
|
$
|
11,240
|
|
|
$
|
867
|
|
|
$
|
42,736
|
|
Individually evaluated for impairment
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
250
|
|
|
$
|
—
|
|
|
$
|
250
|
|
Collectively evaluated for impairment
|
|
10,888
|
|
|
4,538
|
|
|
11,029
|
|
|
1,127
|
|
|
3,018
|
|
|
5
|
|
|
10,853
|
|
|
867
|
|
|
42,325
|
|
|||||||||
Acquired with deteriorated credit quality
|
|
—
|
|
|
5
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
137
|
|
|
—
|
|
|
161
|
|
|||||||||
Total ending ALLL balance
|
|
$
|
10,888
|
|
|
$
|
4,543
|
|
|
$
|
11,029
|
|
|
$
|
1,146
|
|
|
$
|
3,018
|
|
|
$
|
5
|
|
|
$
|
11,240
|
|
|
$
|
867
|
|
|
$
|
42,736
|
|
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Individually evaluated for impairment
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,528
|
|
|
$
|
—
|
|
|
$
|
10,984
|
|
|
$
|
883
|
|
|
$
|
13,395
|
|
Collectively evaluated for impairment
|
|
1,580,969
|
|
|
749,440
|
|
|
1,449,715
|
|
|
73,433
|
|
|
140,636
|
|
|
285
|
|
|
1,832,818
|
|
|
124,931
|
|
|
5,952,227
|
|
|||||||||
Acquired with deteriorated credit quality
|
|
4,687
|
|
|
1,152
|
|
|
—
|
|
|
2,607
|
|
|
—
|
|
|
—
|
|
|
131,253
|
|
|
—
|
|
|
139,699
|
|
|||||||||
Total ending loan balances
|
|
$
|
1,585,656
|
|
|
$
|
750,592
|
|
|
$
|
1,449,715
|
|
|
$
|
76,040
|
|
|
$
|
142,164
|
|
|
$
|
285
|
|
|
$
|
1,975,055
|
|
|
$
|
125,814
|
|
|
$
|
6,105,321
|
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
($ 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 ALLL recorded:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
|
$
|
4,187
|
|
|
$
|
4,150
|
|
|
$
|
—
|
|
|
$
|
471
|
|
|
$
|
453
|
|
|
$
|
—
|
|
SBA
|
|
237
|
|
|
235
|
|
|
—
|
|
|
342
|
|
|
335
|
|
|
—
|
|
||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family residential mortgage
|
|
5,822
|
|
|
5,842
|
|
|
—
|
|
|
7,521
|
|
|
7,553
|
|
|
—
|
|
||||||
Other consumer
|
|
294
|
|
|
294
|
|
|
—
|
|
|
4,664
|
|
|
4,663
|
|
|
—
|
|
||||||
With an ALLL recorded:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
|
1,115
|
|
|
1,115
|
|
|
1,115
|
|
|
3,146
|
|
|
3,129
|
|
|
498
|
|
||||||
SBA
|
|
137
|
|
|
124
|
|
|
124
|
|
|
635
|
|
|
609
|
|
|
435
|
|
||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family residential mortgage
|
|
13,739
|
|
|
13,825
|
|
|
420
|
|
|
7,090
|
|
|
7,146
|
|
|
277
|
|
||||||
Other consumer
|
|
496
|
|
|
472
|
|
|
21
|
|
|
157
|
|
|
162
|
|
|
7
|
|
||||||
Total
|
|
$
|
26,027
|
|
|
$
|
26,057
|
|
|
$
|
1,680
|
|
|
$
|
24,026
|
|
|
$
|
24,050
|
|
|
$
|
1,217
|
|
|
|
Three Months Ended March 31,
|
||||||||||||||||||||||
|
|
2018
|
|
2017
|
||||||||||||||||||||
($ in thousands)
|
|
Average Recorded Investment
|
|
Interest Income Recognized
|
|
Cash Basis Interest Recognized
|
|
Average Recorded Investment
|
|
Interest Income Recognized
|
|
Cash Basis Interest Recognized
|
||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
|
$
|
5,333
|
|
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
SBA
|
|
373
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Construction
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,528
|
|
|
—
|
|
|
—
|
|
||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family residential mortgage
|
|
19,715
|
|
|
57
|
|
|
49
|
|
|
11,055
|
|
|
43
|
|
|
43
|
|
||||||
Other consumer
|
|
749
|
|
|
3
|
|
|
2
|
|
|
889
|
|
|
2
|
|
|
1
|
|
||||||
Total
|
|
$
|
26,170
|
|
|
$
|
63
|
|
|
$
|
54
|
|
|
$
|
13,472
|
|
|
$
|
45
|
|
|
$
|
44
|
|
($ in thousands)
|
|
30 - 59 Days Past Due
|
|
60 - 89 Days Past Due
|
|
Greater than 89 Days Past due
|
|
Total Past Due
|
|
Current
|
|
Total
|
||||||||||||
March 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
NTM loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family residential mortgage
|
|
$
|
13,034
|
|
|
$
|
292
|
|
|
$
|
1,575
|
|
|
$
|
14,901
|
|
|
$
|
828,354
|
|
|
$
|
843,255
|
|
Other consumer
|
|
294
|
|
|
—
|
|
|
—
|
|
|
294
|
|
|
3,251
|
|
|
3,545
|
|
||||||
Total NTM loans
|
|
13,328
|
|
|
292
|
|
|
1,575
|
|
|
15,195
|
|
|
831,605
|
|
|
846,800
|
|
||||||
Traditional loans and leases:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
|
1,163
|
|
|
4,193
|
|
|
1,017
|
|
|
6,373
|
|
|
1,632,186
|
|
|
1,638,559
|
|
||||||
Commercial real estate
|
|
291
|
|
|
—
|
|
|
—
|
|
|
291
|
|
|
772,902
|
|
|
773,193
|
|
||||||
Multifamily
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,944,082
|
|
|
1,944,082
|
|
||||||
SBA
|
|
979
|
|
|
—
|
|
|
795
|
|
|
1,774
|
|
|
77,248
|
|
|
79,022
|
|
||||||
Construction
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
200,766
|
|
|
200,766
|
|
||||||
Lease financing
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family residential mortgage
|
|
7,219
|
|
|
4,419
|
|
|
7,876
|
|
|
19,514
|
|
|
1,338,589
|
|
|
1,358,103
|
|
||||||
Other consumer
|
|
47
|
|
|
5
|
|
|
263
|
|
|
315
|
|
|
89,664
|
|
|
89,979
|
|
||||||
Total traditional loans and leases
|
|
9,699
|
|
|
8,617
|
|
|
9,951
|
|
|
28,267
|
|
|
6,055,440
|
|
|
6,083,707
|
|
||||||
Total
|
|
$
|
23,027
|
|
|
$
|
8,909
|
|
|
$
|
11,526
|
|
|
$
|
43,462
|
|
|
$
|
6,887,045
|
|
|
$
|
6,930,507
|
|
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
NTM loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family residential mortgage
|
|
$
|
9,060
|
|
|
$
|
1,879
|
|
|
$
|
1,171
|
|
|
$
|
12,110
|
|
|
$
|
791,245
|
|
|
$
|
803,355
|
|
Other consumer
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,578
|
|
|
3,578
|
|
||||||
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
|
|
||||||
Total
|
|
$
|
22,830
|
|
|
$
|
9,257
|
|
|
$
|
9,542
|
|
|
$
|
41,629
|
|
|
$
|
6,617,778
|
|
|
$
|
6,659,407
|
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
($ in thousands)
|
|
NTM Loans
|
|
Traditional Loans and Leases
|
|
Total
|
|
NTM Loans
|
|
Traditional Loans and Leases
|
|
Total
|
||||||||||||
Non-accrual loans and leases
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
|
$
|
—
|
|
|
$
|
5,239
|
|
|
$
|
5,239
|
|
|
$
|
—
|
|
|
$
|
3,723
|
|
|
$
|
3,723
|
|
SBA
|
|
—
|
|
|
1,171
|
|
|
1,171
|
|
|
—
|
|
|
1,781
|
|
|
1,781
|
|
||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family residential mortgage
|
|
1,575
|
|
|
12,763
|
|
|
14,338
|
|
|
1,171
|
|
|
8,176
|
|
|
9,347
|
|
||||||
Other consumer
|
|
—
|
|
|
472
|
|
|
472
|
|
|
—
|
|
|
4,531
|
|
|
4,531
|
|
||||||
Total non-accrual loans and leases
|
|
$
|
1,575
|
|
|
$
|
19,645
|
|
|
$
|
21,220
|
|
|
$
|
1,171
|
|
|
$
|
18,211
|
|
|
$
|
19,382
|
|
Loans past due 90 days or more and still accruing
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
($ in thousands)
|
|
NTM Loans
|
|
Traditional Loans
|
|
Total
|
|
NTM Loans
|
|
Traditional Loans
|
|
Total
|
||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
|
$
|
—
|
|
|
$
|
2,795
|
|
|
$
|
2,795
|
|
|
$
|
—
|
|
|
$
|
2,675
|
|
|
$
|
2,675
|
|
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family residential mortgage
|
|
2,691
|
|
|
2,639
|
|
|
5,330
|
|
|
2,699
|
|
|
2,653
|
|
|
5,352
|
|
||||||
Other consumer
|
|
294
|
|
|
—
|
|
|
294
|
|
|
294
|
|
|
—
|
|
|
294
|
|
||||||
Total
|
|
$
|
2,985
|
|
|
$
|
5,434
|
|
|
$
|
8,419
|
|
|
$
|
2,993
|
|
|
$
|
5,328
|
|
|
$
|
8,321
|
|
|
|
Three Months Ended March 31,
|
||||||||||||||||||||
|
|
2018
|
|
2017
|
||||||||||||||||||
($ 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
|
||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
|
2
|
|
|
$
|
171
|
|
|
$
|
163
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Single family residential mortgage
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
1,266
|
|
|
1,273
|
|
||||
Total
|
|
2
|
|
|
$
|
171
|
|
|
$
|
163
|
|
|
2
|
|
|
$
|
1,266
|
|
|
$
|
1,273
|
|
|
|
Three Months Ended
|
|||||||||||||||||||||||||||||||||
|
|
Modification Type
|
|||||||||||||||||||||||||||||||||
|
|
Change in Principal Payments and Interest Rates
|
|
Change in Principal Payments
|
|
Change in Interest Rates
|
|
Bankruptcy Discharges
|
|
Total
|
|||||||||||||||||||||||||
($ in thousands)
|
|
Count
|
|
Amount
|
|
Count
|
|
Amount
|
|
Count
|
|
Amount
|
|
Count
|
|
Amount
|
|
Count
|
|
Amount
|
|||||||||||||||
March 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Commercial and industrial
|
|
—
|
|
|
$
|
—
|
|
|
2
|
|
|
$
|
163
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
2
|
|
|
$
|
163
|
|
Total
|
|
—
|
|
|
$
|
—
|
|
|
2
|
|
|
$
|
163
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
$
|
163
|
|
|
March 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Single family residential mortgage
|
|
1
|
|
|
$
|
130
|
|
|
1
|
|
|
$
|
1,143
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
$
|
1,273
|
|
|
Total
|
|
1
|
|
|
$
|
130
|
|
|
1
|
|
|
$
|
1,143
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
$
|
1,273
|
|
($ in thousands)
|
|
Pass
|
|
Special Mention
|
|
Substandard
|
|
Doubtful
|
|
Total
|
||||||||||
March 31, 2018
|
|
|
|
|
|
|
|
|
|
|
||||||||||
NTM loans:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Single family residential mortgage
|
|
$
|
839,811
|
|
|
$
|
1,577
|
|
|
$
|
1,867
|
|
|
$
|
—
|
|
|
$
|
843,255
|
|
Other consumer
|
|
3,545
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,545
|
|
|||||
Total NTM loans
|
|
843,356
|
|
|
1,577
|
|
|
1,867
|
|
|
—
|
|
|
846,800
|
|
|||||
Traditional loans and leases:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
|
1,585,874
|
|
|
7,019
|
|
|
45,666
|
|
|
—
|
|
|
1,638,559
|
|
|||||
Commercial real estate
|
|
768,952
|
|
|
—
|
|
|
4,241
|
|
|
—
|
|
|
773,193
|
|
|||||
Multifamily
|
|
1,942,456
|
|
|
536
|
|
|
1,090
|
|
|
—
|
|
|
1,944,082
|
|
|||||
SBA
|
|
72,273
|
|
|
1,831
|
|
|
4,638
|
|
|
280
|
|
|
79,022
|
|
|||||
Construction
|
|
200,766
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
200,766
|
|
|||||
Lease financing
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Single family residential mortgage
|
|
1,343,107
|
|
|
2,234
|
|
|
12,762
|
|
|
—
|
|
|
1,358,103
|
|
|||||
Other consumer
|
|
89,169
|
|
|
320
|
|
|
490
|
|
|
—
|
|
|
89,979
|
|
|||||
Total traditional loans and leases
|
|
6,002,600
|
|
|
11,940
|
|
|
68,887
|
|
|
280
|
|
|
6,083,707
|
|
|||||
Total
|
|
$
|
6,845,956
|
|
|
$
|
13,517
|
|
|
$
|
70,754
|
|
|
$
|
280
|
|
|
$
|
6,930,507
|
|
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
||||||||||
NTM loans:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Single family residential mortgage
|
|
$
|
800,589
|
|
|
$
|
1,595
|
|
|
$
|
1,171
|
|
|
$
|
—
|
|
|
$
|
803,355
|
|
Other consumer
|
|
3,578
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,578
|
|
|||||
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
|
|
|||||
Total
|
|
$
|
6,578,813
|
|
|
$
|
39,770
|
|
|
$
|
40,718
|
|
|
$
|
106
|
|
|
$
|
6,659,407
|
|
|
|
Three Months Ended March 31,
|
||||||||||||||
|
|
2018
|
|
2017
|
||||||||||||
($ in thousands)
|
|
Transfers from Held-For-Sale
|
|
Transfers (to) Held-For-Sale
|
|
Transfers from Held-For-Sale
|
|
Transfers (to) Held-For-Sale
|
||||||||
Commercial:
|
|
|
|
|
|
|
|
|
||||||||
Multifamily
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(6,583
|
)
|
Consumer:
|
|
|
|
|
|
|
|
|
||||||||
Single family residential mortgage
|
|
—
|
|
|
(2,184
|
)
|
|
—
|
|
|
(236,510
|
)
|
||||
Other consumer
|
|
—
|
|
|
(4,362
|
)
|
|
—
|
|
|
—
|
|
||||
Total
|
|
$
|
—
|
|
|
$
|
(6,546
|
)
|
|
$
|
—
|
|
|
$
|
(243,093
|
)
|
|
|
Three Months Ended March 31,
|
||||||
($ in thousands)
|
|
2018
|
|
2017
|
||||
Balance at beginning of period
|
|
$
|
—
|
|
|
$
|
41,181
|
|
Accretion of income
|
|
—
|
|
|
(1,949
|
)
|
||
Changes in expected cash flows
|
|
—
|
|
|
(225
|
)
|
||
Disposals
|
|
—
|
|
|
(316
|
)
|
||
Balance at end of period
|
|
$
|
—
|
|
|
$
|
38,691
|
|
|
|
Three Months Ended March 31,
|
||||||
($ in thousands)
|
|
2018
|
|
2017
|
||||
Servicing fees for sold loans with servicing retained
|
|
$
|
3,231
|
|
|
$
|
6,210
|
|
Losses on the fair value and runoff of servicing rights
|
|
(920
|
)
|
|
(1,903
|
)
|
||
Total income from servicing rights
|
|
$
|
2,311
|
|
|
$
|
4,307
|
|
($ in thousands)
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Mortgage servicing rights, at fair value
|
|
$
|
4,953
|
|
|
$
|
31,852
|
|
SBA servicing rights, at amortized cost
|
|
1,786
|
|
|
1,856
|
|
||
Total
|
|
$
|
6,739
|
|
|
$
|
33,708
|
|
($ in thousands)
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Fair value of retained MSRs
|
|
$
|
2,102
|
|
|
$
|
2,059
|
|
Discount rate
|
|
13.00
|
%
|
|
13.00
|
%
|
||
Constant prepayment rate
|
|
15.68
|
%
|
|
16.54
|
%
|
||
Weighted-average life
|
|
5.30 years
|
|
|
5.07 years
|
|
|
|
Three Months Ended March 31,
|
||||||
($ in thousands)
|
|
2018
|
|
2017
|
||||
Balance at beginning of period
|
|
$
|
31,852
|
|
|
$
|
76,121
|
|
Additions
|
|
—
|
|
|
7,801
|
|
||
Sales of servicing rights
(1)
|
|
(25,979
|
)
|
|
(39,186
|
)
|
||
Changes in fair value resulting from valuation inputs or assumptions
|
|
(874
|
)
|
|
(44
|
)
|
||
Other
|
|
(46
|
)
|
|
(1,859
|
)
|
||
Balance at end of period
|
|
$
|
4,953
|
|
|
$
|
42,833
|
|
|
|
Three Months Ended March 31,
|
||||||
($ in thousands)
|
|
2018
|
|
2017
|
||||
Balance at beginning of period
|
|
$
|
1,856
|
|
|
$
|
1,496
|
|
Additions
|
|
—
|
|
|
186
|
|
||
Amortization, including prepayments
|
|
(70
|
)
|
|
(47
|
)
|
||
Impairment
|
|
—
|
|
|
(17
|
)
|
||
Balance at end of period
|
|
$
|
1,786
|
|
|
$
|
1,618
|
|
|
|
Three Months Ended March 31,
|
||||||
($ in thousands)
|
|
2018
|
|
2017
|
||||
Balance at beginning of period
|
|
$
|
1,796
|
|
|
$
|
2,502
|
|
Additions
|
|
—
|
|
|
1,171
|
|
||
Sales and net direct write-downs
|
|
(719
|
)
|
|
(325
|
)
|
||
Net change in valuation allowance
|
|
(53
|
)
|
|
(3
|
)
|
||
Balance at end of period
|
|
$
|
1,024
|
|
|
$
|
3,345
|
|
|
|
Three Months Ended March 31,
|
||||||
($ in thousands)
|
|
2018
|
|
2017
|
||||
Balance at beginning of period
|
|
$
|
242
|
|
|
$
|
6
|
|
Additions
|
|
143
|
|
|
9
|
|
||
Recoveries
|
|
(90
|
)
|
|
—
|
|
||
Net direct write-downs and removals from sale
|
|
—
|
|
|
(6
|
)
|
||
Balance at end of period
|
|
$
|
295
|
|
|
$
|
9
|
|
|
|
Three Months Ended March 31,
|
||||||
($ in thousands)
|
|
2018
|
|
2017
|
||||
Net gain (loss) on sales
|
|
$
|
64
|
|
|
$
|
(5
|
)
|
Operating expenses, net of rental income
|
|
(48
|
)
|
|
(4
|
)
|
||
Total
|
|
$
|
16
|
|
|
$
|
(9
|
)
|
($ in thousands)
|
|
Gross Carrying Value
|
|
Accumulated Amortization
|
|
Net Carrying Value
|
||||||
March 31, 2018
|
|
|
|
|
|
|
||||||
Core deposit intangibles
|
|
$
|
30,904
|
|
|
$
|
22,394
|
|
|
$
|
8,510
|
|
December 31, 2017
|
|
|
|
|
|
|
||||||
Core deposit intangibles
|
|
$
|
30,904
|
|
|
$
|
21,551
|
|
|
$
|
9,353
|
|
($ in thousands)
|
|
Remainder of 2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022 and After
|
|
Total
|
||||||||||||
Estimated future amortization expense
|
|
$
|
2,164
|
|
|
$
|
2,195
|
|
|
$
|
1,518
|
|
|
$
|
1,081
|
|
|
$
|
1,552
|
|
|
$
|
8,510
|
|
($ in thousands)
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Fixed rate:
|
|
|
|
|
||||
Outstanding balance
|
|
$
|
730,000
|
|
|
$
|
550,000
|
|
Interest rates ranging from
|
|
1.23
|
%
|
|
1.23
|
%
|
||
Interest rates ranging to
|
|
3.00
|
%
|
|
3.00
|
%
|
||
Weighted average interest rate
|
|
2.19
|
%
|
|
2.02
|
%
|
||
Variable rate:
|
|
|
|
|
||||
Outstanding balance
|
|
1,175,000
|
|
|
1,145,000
|
|
||
Weighted average interest rate
|
|
1.86
|
%
|
|
1.40
|
%
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||||
($ in thousands)
|
|
Par Value
|
|
Discount
|
|
Par Value
|
|
Discount
|
||||||||
5.25% senior notes due April 15, 2025
|
|
$
|
175,000
|
|
|
$
|
(2,034
|
)
|
|
$
|
175,000
|
|
|
$
|
(2,059
|
)
|
Total
|
|
$
|
175,000
|
|
|
$
|
(2,034
|
)
|
|
$
|
175,000
|
|
|
$
|
(2,059
|
)
|
|
|
Three Months Ended March 31,
|
||||||
($ in thousands)
|
|
2018
|
|
2017
|
||||
Balance at beginning of period
|
|
$
|
6,306
|
|
|
$
|
7,974
|
|
Initial provision for loan repurchases
|
|
2
|
|
|
842
|
|
||
Subsequent change in the provision
|
|
(1,788
|
)
|
|
(325
|
)
|
||
Utilization of reserve for loan repurchases
|
|
(1,094
|
)
|
|
(373
|
)
|
||
Balance at end of period
|
|
$
|
3,426
|
|
|
$
|
8,118
|
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||||
($ in thousands)
|
|
Notional Amount
|
|
Fair Value
|
|
Notional Amount
|
|
Fair Value
|
||||||||
Included in assets:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps and cap on loans
|
|
$
|
69,414
|
|
|
$
|
1,159
|
|
|
$
|
70,486
|
|
|
$
|
1,005
|
|
Total included in assets
|
|
$
|
69,414
|
|
|
$
|
1,159
|
|
|
$
|
70,486
|
|
|
$
|
1,005
|
|
Included in liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps and caps on loans
|
|
$
|
69,414
|
|
|
$
|
1,136
|
|
|
$
|
70,486
|
|
|
1,033
|
|
|
Total included in liabilities
|
|
$
|
69,414
|
|
|
$
|
1,136
|
|
|
$
|
70,486
|
|
|
$
|
1,033
|
|
|
|
Three Months Ended March 31,
|
||||||
($ in thousands)
|
|
2018
|
|
2017
|
||||
Stock options
|
|
$
|
33
|
|
|
$
|
247
|
|
Restricted stock awards and units
|
|
2,054
|
|
|
2,604
|
|
||
Stock appreciation rights
|
|
—
|
|
|
42
|
|
||
Total share-based compensation expense
|
|
$
|
2,087
|
|
|
$
|
2,893
|
|
Related tax benefits
|
|
$
|
612
|
|
|
$
|
1,203
|
|
($ in thousands)
|
|
Unrecognized Expense
|
|
Weighted-Average Remaining Expected Recognition Period
|
||
Stock option awards
|
|
$
|
240
|
|
|
2.1 years
|
Restricted stock awards and restricted stock units
|
|
8,175
|
|
|
2.5 years
|
|
Total
|
|
$
|
8,415
|
|
|
2.5 years
|
|
|
Three Months Ended March 31, 2018
|
|||||||||||
($ in thousands except per share data)
|
|
Number of Shares
|
|
Weighted-Average Exercise Price Per Share
|
|
Weighted-Average Remaining Contract Term
|
|
Aggregated Intrinsic Value
|
|||||
Outstanding at beginning of period
|
|
210,973
|
|
|
$
|
13.99
|
|
|
7.0 years
|
|
$
|
1,405
|
|
Exercised
|
|
(24,000
|
)
|
|
$
|
17.50
|
|
|
8.2 years
|
|
|
|
|
Outstanding at end of period
|
|
186,973
|
|
|
$
|
13.54
|
|
|
6.6 years
|
|
$
|
1,077
|
|
Exercisable at end of period
|
|
81,541
|
|
|
$
|
13.84
|
|
|
5.9 years
|
|
$
|
445
|
|
|
|
Three Months Ended March 31, 2018
|
|||||
|
|
Number of Shares
|
|
Weighted-Average Exercise Price Per Share
|
|||
Outstanding at beginning of period
|
|
105,432
|
|
|
$
|
13.31
|
|
Outstanding at end of period
|
|
105,432
|
|
|
$
|
13.31
|
|
|
|
Three Months Ended March 31, 2018
|
|||||
|
|
Number of Shares
|
|
Weighted Average Grant Date Fair Value Per Share
|
|||
Outstanding at beginning of period
|
|
911,633
|
|
|
$
|
18.73
|
|
Granted
(1)
|
|
39,778
|
|
|
$
|
20.34
|
|
Vested
(1)
|
|
(12,265
|
)
|
|
$
|
14.96
|
|
Forfeited
(1)
|
|
(21,205
|
)
|
|
$
|
18.56
|
|
Outstanding at end of period
|
|
917,941
|
|
|
$
|
18.91
|
|
(1)
|
The number of granted shares/units includes aggregate performance-based shares of
17,500
for the three months ended
March 31, 2018
. The number of forfeited shares includes aggregate performance-based shares of
5,638
for the three months ended
March 31, 2018
. 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.
|
|
|
Three Months Ended March 31, 2018
|
|||||||||||
($ in thousands except per share data)
|
|
Number of Shares
|
|
Weighted-Average Exercise Price Per Share
|
|
Weighted-Average Remaining Contract Term
|
|
Aggregated Intrinsic Value
|
|||||
Outstanding at beginning of period
|
|
1,559,012
|
|
|
$
|
11.60
|
|
|
4.6 years
|
|
$
|
14,105
|
|
Outstanding at end of period
|
|
1,559,012
|
|
|
$
|
11.60
|
|
|
4.4 years
|
|
$
|
12,001
|
|
Exercisable at end of period
|
|
1,559,012
|
|
|
$
|
11.60
|
|
|
4.4 years
|
|
$
|
12,001
|
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||
($ 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
|
|
|
|
Three Months Ended March 31,
|
||||||
($ in thousands)
|
|
2018
|
|
2017
|
||||
Unrealized gain (loss) on securities available-for-sale
|
|
|
|
|
||||
Balance at beginning of period
|
|
$
|
5,227
|
|
|
$
|
(9,042
|
)
|
Unrealized gain (loss) arising during the period
|
|
(19,682
|
)
|
|
2,226
|
|
||
Reclassification adjustment from other comprehensive income
|
|
(5,241
|
)
|
|
(3,356
|
)
|
||
Tax effect of current period changes
|
|
7,658
|
|
|
470
|
|
||
Total changes, net of taxes
|
|
(17,265
|
)
|
|
(660
|
)
|
||
Reclassification of stranded tax effects to retained earnings
|
|
496
|
|
|
—
|
|
||
Balance at end of period
|
|
$
|
(11,542
|
)
|
|
$
|
(9,702
|
)
|
|
|
|
|
|
|
Minimum Capital Requirements
|
|
Minimum Required to Be Well-Capitalized Under Prompt Corrective Action Provisions
|
|||||||||||||
($ in thousands)
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|||||||||
March 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Banc of California, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total risk-based capital
|
|
$
|
998,423
|
|
|
14.60
|
%
|
|
$
|
547,082
|
|
|
8.00
|
%
|
|
N/A
|
|
|
N/A
|
|
|
Tier 1 risk-based capital
|
|
939,367
|
|
|
13.74
|
%
|
|
410,311
|
|
|
6.00
|
%
|
|
N/A
|
|
|
N/A
|
|
|||
Common equity tier 1 capital
|
|
670,296
|
|
|
9.80
|
%
|
|
307,733
|
|
|
4.50
|
%
|
|
N/A
|
|
|
N/A
|
|
|||
Tier 1 leverage
|
|
939,367
|
|
|
9.21
|
%
|
|
407,892
|
|
|
4.00
|
%
|
|
N/A
|
|
|
N/A
|
|
|||
Banc of California, NA
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total risk-based capital
|
|
$
|
1,128,784
|
|
|
16.53
|
%
|
|
$
|
546,256
|
|
|
8.00
|
%
|
|
$
|
682,820
|
|
|
10.00
|
%
|
Tier 1 risk-based capital
|
|
1,069,728
|
|
|
15.67
|
%
|
|
409,692
|
|
|
6.00
|
%
|
|
546,256
|
|
|
8.00
|
%
|
|||
Common equity tier 1 capital
|
|
1,069,728
|
|
|
15.67
|
%
|
|
307,269
|
|
|
4.50
|
%
|
|
443,833
|
|
|
6.50
|
%
|
|||
Tier 1 leverage
|
|
1,069,728
|
|
|
10.50
|
%
|
|
407,428
|
|
|
4.00
|
%
|
|
509,285
|
|
|
5.00
|
%
|
|||
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
|
%
|
•
|
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.
|
($ in thousands)
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Cash
|
|
$
|
6,107
|
|
|
$
|
16,518
|
|
Equipment, net of depreciation
|
|
268,320
|
|
|
246,297
|
|
||
Other assets
|
|
2,444
|
|
|
2,444
|
|
||
Total unconsolidated assets
|
|
$
|
276,871
|
|
|
$
|
265,259
|
|
Total unconsolidated liabilities
|
|
$
|
7,181
|
|
|
$
|
7,181
|
|
Maximum loss exposure
|
|
$
|
98,428
|
|
|
$
|
98,910
|
|
|
|
Three Months Ended March 31,
|
||||||||||||||||||||||
|
|
2018
|
|
2017
|
||||||||||||||||||||
($ in thousands except per share data)
|
|
Common Stock
|
|
Class B Common Stock
|
|
Total
|
|
Common Stock
|
|
Class B Common Stock
|
|
Total
|
||||||||||||
Income from continuing operations
|
|
$
|
7,003
|
|
|
$
|
71
|
|
|
$
|
7,074
|
|
|
$
|
9,338
|
|
|
$
|
38
|
|
|
$
|
9,376
|
|
Less: income allocated to participating securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(162
|
)
|
|
(1
|
)
|
|
(163
|
)
|
||||||
Less: participating securities dividends
|
|
(201
|
)
|
|
(2
|
)
|
|
(203
|
)
|
|
(202
|
)
|
|
(1
|
)
|
|
(203
|
)
|
||||||
Less: preferred stock dividends
|
|
(5,062
|
)
|
|
(51
|
)
|
|
(5,113
|
)
|
|
(5,092
|
)
|
|
(21
|
)
|
|
(5,113
|
)
|
||||||
Income from continuing operations allocated to common stockholders
|
|
1,740
|
|
|
18
|
|
|
1,758
|
|
|
3,882
|
|
|
15
|
|
|
3,897
|
|
||||||
Income from discontinued operations
|
|
1,469
|
|
|
15
|
|
|
1,484
|
|
|
7,793
|
|
|
32
|
|
|
7,825
|
|
||||||
Net income allocated to common stockholders
|
|
$
|
3,209
|
|
|
$
|
33
|
|
|
$
|
3,242
|
|
|
$
|
11,675
|
|
|
$
|
47
|
|
|
$
|
11,722
|
|
Weighted average common shares outstanding
|
|
50,082,438
|
|
|
508,107
|
|
|
50,590,545
|
|
|
49,788,421
|
|
|
202,765
|
|
|
49,991,186
|
|
||||||
Dilutive effects of stock units
|
|
135,649
|
|
|
—
|
|
|
135,649
|
|
|
209,395
|
|
|
—
|
|
|
209,395
|
|
||||||
Dilutive effects of stock options
|
|
47,701
|
|
|
—
|
|
|
47,701
|
|
|
207,506
|
|
|
—
|
|
|
207,506
|
|
||||||
Dilutive effects of warrants
|
|
151,635
|
|
|
—
|
|
|
151,635
|
|
|
346,058
|
|
|
—
|
|
|
346,058
|
|
||||||
Average shares and dilutive common shares
|
|
50,417,423
|
|
|
508,107
|
|
|
50,925,530
|
|
|
50,551,380
|
|
|
202,765
|
|
|
50,754,145
|
|
||||||
Basic earnings per common share
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income from continuing operations
|
|
$
|
0.03
|
|
|
$
|
0.03
|
|
|
$
|
0.03
|
|
|
$
|
0.08
|
|
|
$
|
0.08
|
|
|
$
|
0.08
|
|
Income from discontinued operations
|
|
0.03
|
|
|
0.03
|
|
|
0.03
|
|
|
0.15
|
|
|
0.15
|
|
|
0.15
|
|
||||||
Net income
|
|
$
|
0.06
|
|
|
$
|
0.06
|
|
|
$
|
0.06
|
|
|
$
|
0.23
|
|
|
$
|
0.23
|
|
|
$
|
0.23
|
|
Diluted earnings per common share
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income from continuing operations
|
|
$
|
0.03
|
|
|
$
|
0.03
|
|
|
$
|
0.03
|
|
|
$
|
0.08
|
|
|
$
|
0.08
|
|
|
$
|
0.08
|
|
Income from discontinued operations
|
|
0.03
|
|
|
0.03
|
|
|
0.03
|
|
|
0.15
|
|
|
0.15
|
|
|
0.15
|
|
||||||
Net income
|
|
$
|
0.06
|
|
|
$
|
0.06
|
|
|
$
|
0.06
|
|
|
$
|
0.23
|
|
|
$
|
0.23
|
|
|
$
|
0.23
|
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||||
($ in thousands)
|
|
Fixed Rate
|
|
Variable Rate
|
|
Fixed Rate
|
|
Variable Rate
|
||||||||
Commitments to extend credit
(1)
|
|
$
|
1,345
|
|
|
$
|
364,583
|
|
|
$
|
1,851
|
|
|
$
|
335,654
|
|
Unused lines of credit
|
|
11,082
|
|
|
1,273,908
|
|
|
19,085
|
|
|
1,309,170
|
|
||||
Letters of credit
|
|
1,066
|
|
|
9,136
|
|
|
1,050
|
|
|
12,976
|
|
(1)
|
Includes
no
commitments to extend credit related to discontinued operations at
March 31, 2018
and
December 31, 2017
.
|
|
|
Expense
|
|
|
||||||||||||
($ in thousands)
|
|
Continuing Operations
|
|
Discontinued Operations
|
|
Total
|
|
Accrued Liabilities
|
||||||||
As of or For the Three Months Ended March 31, 2018
|
|
|
|
|
|
|
|
|
||||||||
Balance at beginning of period
|
|
|
|
|
|
|
|
$
|
202
|
|
||||||
Payments:
|
|
|
|
|
|
|
|
|
||||||||
Severance and other employee related costs
|
|
|
|
|
|
|
|
(41
|
)
|
|||||||
Other restructuring expense
|
|
|
|
|
|
|
|
—
|
|
|||||||
Total
|
|
|
|
|
|
|
|
$
|
(41
|
)
|
||||||
Balance at end of period
|
|
|
|
|
|
|
|
$
|
161
|
|
||||||
As of or For the Three Months Ended March 31, 2017
|
|
|
|
|
|
|
|
|
||||||||
Balance at beginning of period
|
|
|
|
|
|
|
|
$
|
—
|
|
||||||
Accrual:
|
|
|
|
|
|
|
|
|
||||||||
Severance and other employee related costs
|
|
$
|
5,287
|
|
|
$
|
2,323
|
|
|
$
|
7,610
|
|
|
7,610
|
|
|
Other restructuring expense
|
|
—
|
|
|
895
|
|
|
895
|
|
|
895
|
|
||||
Total
|
|
$
|
5,287
|
|
|
$
|
3,218
|
|
|
$
|
8,505
|
|
|
8,505
|
|
|
Payments:
|
|
|
|
|
|
|
|
|
||||||||
Severance and other employee related costs
|
|
|
|
|
|
|
|
(1,503
|
)
|
|||||||
Other restructuring expense
|
|
|
|
|
|
|
|
—
|
|
|||||||
Total
|
|
|
|
|
|
|
|
$
|
(1,503
|
)
|
||||||
Balance at end of period
|
|
|
|
|
|
|
|
$
|
7,002
|
|
|
|
Three Months Ended March 31,
|
||||||
($ in thousands)
|
|
2018
|
|
2017
|
||||
Noninterest Income
|
|
|
|
|
||||
In scope of Topic 606
|
|
|
|
|
||||
Deposit Service Fees
|
|
$
|
778
|
|
|
$
|
756
|
|
Debit Card Fees
|
|
225
|
|
|
441
|
|
||
Investment Commissions
|
|
323
|
|
|
450
|
|
||
Other
|
|
155
|
|
|
77
|
|
||
Noninterest Income (in-scope of Topic 606)
|
|
1,481
|
|
|
1,724
|
|
||
Noninterest Income (out-of-scope of Topic 606)
|
|
7,101
|
|
|
13,179
|
|
||
Total Noninterest Income
|
|
$
|
8,582
|
|
|
$
|
14,903
|
|
•
|
On October 27, 2016, the Company sold its Commercial Equipment Finance Division to Hanmi Bank, a wholly-owned subsidiary of Hanmi Financial Corporation (Hanmi). Beginning on February 1, 2016, Keefe, Bruyette & Woods provided financial advisory and investment banking services to the Company with respect the possible sale of the division and, contingent upon the closing of the sale, received a non-refundable contingent fee from the Company of
$516 thousand
(less expenses, the amount was
$500 thousand
).
|
•
|
On March 8, 2016, the Company issued and sold
5,577,500
shares of its voting common stock. Pursuant to an underwriting agreement 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.
|
|
|
As of or For the Three Months Ended March 31,
|
||||||
($ in thousands, except per share data)
|
|
2018
|
|
2017
|
||||
Selected financial condition data:
|
|
|
|
|
||||
Total assets
|
|
$
|
10,329,319
|
|
|
$
|
11,052,085
|
|
Cash and cash equivalents
|
|
346,704
|
|
|
409,281
|
|
||
Loans and leases receivable, net
|
|
6,875,744
|
|
|
6,062,585
|
|
||
Loans held-for-sale
|
|
20,180
|
|
|
228,196
|
|
||
Other real estate owned, net
|
|
1,024
|
|
|
3,345
|
|
||
Securities available-for-sale
|
|
2,424,593
|
|
|
2,434,541
|
|
||
Securities held-to-maturity
|
|
—
|
|
|
863,269
|
|
||
Bank owned life insurance
|
|
105,384
|
|
|
103,093
|
|
||
Time deposits in financial institutions
|
|
—
|
|
|
1,000
|
|
||
FHLB and other bank stock
|
|
82,715
|
|
|
63,238
|
|
||
Assets of discontinued operations
|
|
29,888
|
|
|
432,805
|
|
||
Deposits
|
|
7,110,165
|
|
|
8,597,693
|
|
||
Total borrowings
|
|
2,077,966
|
|
|
1,348,391
|
|
||
Liabilities of discontinued operation
|
|
9
|
|
|
30,309
|
|
||
Total stockholders' equity
|
|
993,756
|
|
|
985,748
|
|
||
Selected operations data:
|
|
|
|
|
||||
Total interest and dividend income
|
|
$
|
98,707
|
|
|
$
|
98,842
|
|
Total interest expense
|
|
27,269
|
|
|
18,361
|
|
||
Net interest income
|
|
71,438
|
|
|
80,481
|
|
||
Provision for loan and lease losses
|
|
19,499
|
|
|
2,583
|
|
||
Net interest income after provision for loan and lease losses
|
|
51,939
|
|
|
77,898
|
|
||
Total noninterest income
|
|
8,582
|
|
|
14,903
|
|
||
Total noninterest expense
|
|
59,800
|
|
|
89,896
|
|
||
Income from continuing operations before income taxes
|
|
721
|
|
|
2,905
|
|
||
Income tax benefit
|
|
6,353
|
|
|
6,471
|
|
||
Income from continuing operations
|
|
7,074
|
|
|
9,376
|
|
||
Income from discontinued operations before income taxes
|
|
2,044
|
|
|
13,348
|
|
||
Income tax expense
|
|
560
|
|
|
5,523
|
|
||
Income from discontinued operations
|
|
1,484
|
|
|
7,825
|
|
||
Net income
|
|
8,558
|
|
|
17,201
|
|
||
Dividends paid on preferred stock
|
|
5,113
|
|
|
5,113
|
|
||
Net income available to common stockholders
|
|
3,445
|
|
|
12,088
|
|
||
Basic earnings per total common share
|
|
|
|
|
||||
Income from continuing operations
|
|
$
|
0.03
|
|
|
$
|
0.08
|
|
Income from discontinued operations
|
|
0.03
|
|
|
0.15
|
|
||
Net income
|
|
0.06
|
|
|
0.23
|
|
||
Diluted earnings per total common share
|
|
|
|
|
||||
Income from continuing operations
|
|
$
|
0.03
|
|
|
$
|
0.08
|
|
Income from discontinued operations
|
|
0.03
|
|
|
0.15
|
|
||
Net income
|
|
0.06
|
|
|
0.23
|
|
||
Performance ratios of consolidated operations:
(1)
|
|
|
|
|
||||
Return on average assets
|
|
0.34
|
%
|
|
0.62
|
%
|
||
Return on average equity
|
|
3.40
|
%
|
|
6.96
|
%
|
||
Return on average tangible common equity
(2)
|
|
2.37
|
%
|
|
7.76
|
%
|
|
|
As of or For the Three Months Ended March 31,
|
||||||
($ in thousands, except per share data)
|
|
2018
|
|
2017
|
||||
Dividend payout ratio
(3)
|
|
216.67
|
%
|
|
56.52
|
%
|
||
Net interest spread
|
|
2.74
|
%
|
|
3.03
|
%
|
||
Net interest margin
(4)
|
|
2.98
|
%
|
|
3.19
|
%
|
||
Ratio of noninterest expense to average total assets
|
|
2.36
|
%
|
|
4.52
|
%
|
||
Efficiency ratio
(5)
|
|
72.87
|
%
|
|
86.87
|
%
|
||
Efficiency ratio, as adjusted
(2), (5)
|
|
65.70
|
%
|
|
78.76
|
%
|
||
Average interest-earning assets to average interest-bearing liabilities
|
|
121.43
|
%
|
|
121.40
|
%
|
||
Asset quality ratios:
|
|
|
|
|
||||
ALLL
|
|
$
|
54,763
|
|
|
$
|
42,736
|
|
Non-performing loans and leases
|
|
21,220
|
|
|
16,222
|
|
||
Non-performing assets
|
|
22,244
|
|
|
19,567
|
|
||
Non-performing assets to total assets
|
|
0.22
|
%
|
|
0.18
|
%
|
||
ALLL to non-performing loans and leases
|
|
258.07
|
%
|
|
263.44
|
%
|
||
ALLL to total loans and leases
|
|
0.79
|
%
|
|
0.70
|
%
|
||
Capital Ratios:
|
|
|
|
|
||||
Average equity to average assets
|
|
9.94
|
%
|
|
8.95
|
%
|
||
Total stockholders' equity to total assets
|
|
9.62
|
%
|
|
8.92
|
%
|
||
Tangible common equity to tangible assets
(2)
|
|
6.60
|
%
|
|
6.07
|
%
|
||
Book value per common share
|
|
$
|
14.33
|
|
|
$
|
14.37
|
|
Tangible common equity (TCE) per common share
(2)
|
|
13.42
|
|
|
13.38
|
|
||
Book value per common share and per common share issuable under purchase contracts
|
|
14.33
|
|
|
14.32
|
|
||
TCE per common share and per common share issuable under purchase contracts
(2)
|
|
13.42
|
|
|
13.33
|
|
||
Banc of California, Inc.
|
|
|
|
|
||||
Total risk-based capital ratio
|
|
14.60
|
%
|
|
13.72
|
%
|
||
Tier 1 risk-based capital ratio
|
|
13.74
|
%
|
|
13.08
|
%
|
||
Common equity tier 1 capital ratio
|
|
9.80
|
%
|
|
9.37
|
%
|
||
Tier 1 leverage ratio
|
|
9.21
|
%
|
|
8.51
|
%
|
||
Banc of California, NA
|
|
|
|
|
||||
Total risk-based capital ratio
|
|
16.53
|
%
|
|
15.11
|
%
|
||
Tier 1 risk-based capital ratio
|
|
15.67
|
%
|
|
14.48
|
%
|
||
Common equity tier 1 capital ratio
|
|
15.67
|
%
|
|
14.48
|
%
|
||
Tier 1 leverage ratio
|
|
10.50
|
%
|
|
9.43
|
%
|
(1)
|
Consolidated operations include both continuing and discontinued operations.
|
(2)
|
Non-GAAP measure. See Non-GAAP Financial 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.
|
|
|
Three Months Ended March 31,
|
||||||
($ in thousands)
|
|
2018
|
|
2017
|
||||
Average total stockholders' equity
|
|
$
|
1,019,961
|
|
|
$
|
1,001,784
|
|
Less average preferred stock
|
|
(269,071
|
)
|
|
(269,071
|
)
|
||
Less average goodwill
|
|
(37,144
|
)
|
|
(39,221
|
)
|
||
Less average other intangible assets
|
|
(8,972
|
)
|
|
(13,190
|
)
|
||
Average tangible common equity
|
|
$
|
704,774
|
|
|
$
|
680,302
|
|
|
|
|
|
|
||||
Net income
|
|
$
|
8,558
|
|
|
$
|
17,201
|
|
Less preferred stock dividends
|
|
(5,113
|
)
|
|
(5,113
|
)
|
||
Add amortization of intangible assets
|
|
843
|
|
|
1,090
|
|
||
Add impairment on intangible assets
|
|
—
|
|
|
336
|
|
||
Less tax effect on amortization and impairment of intangible assets
|
|
(177
|
)
|
|
(499
|
)
|
||
Adjusted net income
|
|
$
|
4,111
|
|
|
$
|
13,015
|
|
|
|
|
|
|
||||
Return on average equity
|
|
3.40
|
%
|
|
6.96
|
%
|
||
Return on average tangible common equity
|
|
2.37
|
%
|
|
7.76
|
%
|
||
|
|
|
|
|
||||
Effective tax rate utilized for calculating tax effect on amortization and impairment of intangible assets
|
|
21.00
|
%
|
|
35.00
|
%
|
|
|
Three Months Ended March 31,
|
||||||
($ in thousands)
|
|
2018
|
|
2017
|
||||
Noninterest expense
|
|
$
|
59,812
|
|
|
$
|
124,615
|
|
Gain (loss) on investments in alternative energy partnerships
|
|
34
|
|
|
(8,682
|
)
|
||
Total adjusted noninterest expense
|
|
$
|
59,846
|
|
|
$
|
115,933
|
|
Net interest income
|
|
$
|
71,624
|
|
|
$
|
83,747
|
|
Noninterest income
|
|
10,452
|
|
|
59,704
|
|
||
Total revenue
|
|
82,076
|
|
|
143,451
|
|
||
Tax credit from investments in alternative energy partnerships
|
|
7,323
|
|
|
8,829
|
|
||
Deferred tax expense on investments in alternative energy partnerships
|
|
(769
|
)
|
|
(1,545
|
)
|
||
Tax effect on tax credit and deferred tax expense
|
|
2,422
|
|
|
5,140
|
|
||
Gain (loss) on investments in alternative energy partnerships
|
|
34
|
|
|
(8,682
|
)
|
||
Total pre-tax adjustments for investments in alternative energy partnerships
|
|
9,010
|
|
|
3,742
|
|
||
Total adjusted revenue
|
|
$
|
91,086
|
|
|
$
|
147,193
|
|
Efficiency ratio
|
|
72.87
|
%
|
|
86.87
|
%
|
||
Efficiency ratio as adjusted to include the pre-tax effect of investments in alternative energy partnerships
|
|
65.70
|
%
|
|
78.76
|
%
|
||
Effective tax rate utilized for calculating tax effect on tax credit and deferred tax expense
|
|
26.98
|
%
|
|
41.37
|
%
|
|
|
March 31,
|
||||||
($ in thousands)
|
|
2018
|
|
2017
|
||||
Total stockholders' equity
|
|
$
|
993,756
|
|
|
$
|
985,748
|
|
Less goodwill
|
|
(37,144
|
)
|
|
(37,144
|
)
|
||
Less other intangible assets
|
|
(8,510
|
)
|
|
(12,191
|
)
|
||
Less preferred stock
|
|
(269,071
|
)
|
|
(269,071
|
)
|
||
Tangible common equity
|
|
$
|
679,031
|
|
|
$
|
667,342
|
|
Total assets
|
|
$
|
10,329,319
|
|
|
$
|
11,052,085
|
|
Less goodwill
|
|
(37,144
|
)
|
|
(37,144
|
)
|
||
Less other intangible assets
|
|
(8,510
|
)
|
|
(12,191
|
)
|
||
Tangible assets
|
|
$
|
10,283,665
|
|
|
$
|
11,002,750
|
|
Total stockholders' equity to total assets
|
|
9.62
|
%
|
|
8.92
|
%
|
||
TCE to tangible assets
|
|
6.60
|
%
|
|
6.07
|
%
|
||
Common shares outstanding
|
|
50,079,736
|
|
|
49,601,363
|
|
||
Class B non-voting non-convertible common shares outstanding
|
|
508,107
|
|
|
277,797
|
|
||
Total common shares outstanding
|
|
50,587,843
|
|
|
49,879,160
|
|
||
Minimum number of shares issuable under purchase contracts
(1)
|
|
—
|
|
|
166,265
|
|
||
Total common shares outstanding and shares issuable under purchase contracts
|
|
50,587,843
|
|
|
50,045,425
|
|
||
Book value per common share
|
|
$
|
14.33
|
|
|
$
|
14.37
|
|
TCE per common share
|
|
$
|
13.42
|
|
|
$
|
13.38
|
|
Book value per common share and per common share issuable under purchase contracts
|
|
$
|
14.33
|
|
|
$
|
14.32
|
|
TCE per common share and per common share issuable under purchase contracts
|
|
$
|
13.42
|
|
|
$
|
13.33
|
|
(1)
|
Purchase contracts relating to tangible equity units
|
•
|
Securities available-for-sale were
$2.42 billion
at
March 31, 2018
,
a decrease
of
$150.9 million
, or
5.9 percent
, from
$2.58 billion
at December 31, 2017. 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 longer-duration corporate debt securities. The proceeds from such sales were primarily used to fund loan originations.
|
•
|
Loans and leases receivable, net of ALLL, were
$6.88 billion
at
March 31, 2018
,
an increase
of
$265.7 million
, or
4.0 percent
, from
$6.61 billion
at December 31, 2017. The increase was due mainly to originations during the three months ended
March 31, 2018
, partially offset by an increase of $5.4 million in the ALLL.
|
•
|
Total deposits were
$7.11 billion
at
March 31, 2018
, a decrease of
$182.7 million
, or
2.5 percent
, from
$7.29 billion
at December 31, 2017. The Company reduced its reliance on high-rate and high-volatility deposits by replacing them with more predictable advances from FHLB with the goal of increasing core deposits to fund new loan originations.
|
|
|
Three Months Ended March 31, 2018
|
||||||||||
($ in thousands)
|
|
Continuing Operations
|
|
Discontinued Operations
|
|
Consolidated Operations
|
||||||
Interest and dividend income
|
|
$
|
98,707
|
|
|
$
|
186
|
|
|
$
|
98,893
|
|
Interest expense
|
|
27,269
|
|
|
—
|
|
|
27,269
|
|
|||
Net interest income
|
|
71,438
|
|
|
186
|
|
|
71,624
|
|
|||
Provision for loan and lease losses
|
|
19,499
|
|
|
—
|
|
|
19,499
|
|
|||
Noninterest income
|
|
8,582
|
|
|
1,870
|
|
|
10,452
|
|
|||
Noninterest expense
|
|
59,800
|
|
|
12
|
|
|
59,812
|
|
|||
Income from continuing operations before income taxes
|
|
721
|
|
|
2,044
|
|
|
2,765
|
|
|||
Income tax (benefit) expense
|
|
(6,353
|
)
|
|
560
|
|
|
(5,793
|
)
|
|||
Net income
|
|
$
|
7,074
|
|
|
$
|
1,484
|
|
|
$
|
8,558
|
|
|
|
Three Months Ended March 31,
|
||||||||||||||||||||
|
|
2018
|
|
2017
|
||||||||||||||||||
($ in thousands)
|
|
Average Balance
|
|
Interest
|
|
Yield/Cost
|
|
Average Balance
|
|
Interest
|
|
Yield/Cost
|
||||||||||
Interest-earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total loans and leases
(1)
|
|
$
|
6,805,276
|
|
|
$
|
75,098
|
|
|
4.48
|
%
|
|
$
|
6,785,013
|
|
|
$
|
72,773
|
|
|
4.35
|
%
|
Securities
|
|
2,525,220
|
|
|
21,631
|
|
|
3.47
|
%
|
|
3,376,698
|
|
|
27,239
|
|
|
3.27
|
%
|
||||
Other interest-earning assets
(2)
|
|
407,064
|
|
|
2,164
|
|
|
2.16
|
%
|
|
500,123
|
|
|
2,096
|
|
|
1.70
|
%
|
||||
Total interest-earning assets
|
|
9,737,560
|
|
|
98,893
|
|
|
4.12
|
%
|
|
10,661,834
|
|
|
102,108
|
|
|
3.88
|
%
|
||||
ALLL
|
|
(49,257
|
)
|
|
|
|
|
|
(41,285
|
)
|
|
|
|
|
||||||||
BOLI and non-interest earning assets
(3)
|
|
574,930
|
|
|
|
|
|
|
568,257
|
|
|
|
|
|
||||||||
Total assets
|
|
$
|
10,263,233
|
|
|
|
|
|
|
$
|
11,188,806
|
|
|
|
|
|
||||||
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Savings
|
|
$
|
1,055,338
|
|
|
3,300
|
|
|
1.27
|
%
|
|
$
|
1,042,031
|
|
|
2,292
|
|
|
0.89
|
%
|
||
Interest-bearing checking
|
|
1,976,160
|
|
|
4,108
|
|
|
0.84
|
%
|
|
2,008,828
|
|
|
3,414
|
|
|
0.69
|
%
|
||||
Money market
|
|
1,076,117
|
|
|
2,834
|
|
|
1.07
|
%
|
|
2,735,810
|
|
|
4,691
|
|
|
0.70
|
%
|
||||
Certificates of deposit
|
|
1,906,556
|
|
|
6,553
|
|
|
1.39
|
%
|
|
1,937,392
|
|
|
3,563
|
|
|
0.75
|
%
|
||||
FHLB advances
|
|
1,711,089
|
|
|
7,392
|
|
|
1.75
|
%
|
|
812,444
|
|
|
1,423
|
|
|
0.71
|
%
|
||||
Securities sold under repurchase agreements
|
|
119,543
|
|
|
750
|
|
|
2.54
|
%
|
|
2,123
|
|
|
6
|
|
|
1.15
|
%
|
||||
Long term debt and other interest-bearing liabilities
|
|
174,424
|
|
|
2,332
|
|
|
5.42
|
%
|
|
244,040
|
|
|
2,972
|
|
|
4.94
|
%
|
||||
Total interest-bearing liabilities
|
|
8,019,227
|
|
|
27,269
|
|
|
1.38
|
%
|
|
8,782,668
|
|
|
18,361
|
|
|
0.85
|
%
|
||||
Noninterest-bearing deposits
|
|
1,056,700
|
|
|
|
|
|
|
1,181,279
|
|
|
|
|
|
||||||||
Non-interest-bearing liabilities
|
|
167,345
|
|
|
|
|
|
|
223,075
|
|
|
|
|
|
||||||||
Total liabilities
|
|
9,243,272
|
|
|
|
|
|
|
10,187,022
|
|
|
|
|
|
||||||||
Total stockholders’ equity
|
|
1,019,961
|
|
|
|
|
|
|
1,001,784
|
|
|
|
|
|
||||||||
Total liabilities and stockholders’ equity
|
|
$
|
10,263,233
|
|
|
|
|
|
|
$
|
11,188,806
|
|
|
|
|
|
||||||
Net interest income/spread
|
|
|
|
$
|
71,624
|
|
|
2.74
|
%
|
|
|
|
$
|
83,747
|
|
|
3.03
|
%
|
||||
Net interest margin
(4)
|
|
|
|
|
|
2.98
|
%
|
|
|
|
|
|
3.19
|
%
|
(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 of deferred loan fees and costs of
$122 thousand
and
$708 thousand
and accretion of discount on purchased loans of
$10 thousand
and
$2.1 million
for the three months ended
March 31, 2018
and
2017
, respectively, are included in interest income.
|
(2)
|
Includes average balance of FHLB and other bank stock at cost and average time deposits with other financial institutions.
|
(3)
|
Includes average balance of bank-owned life insurance of
$105.0 million
and
$102.7 million
for the three months ended
March 31, 2018
and
2017
, respectively.
|
(4)
|
Annualized net interest income divided by average interest-earning assets.
|
|
|
Three Months Ended March 31, 2018 vs. 2017
|
||||||||||
|
|
Increase (Decrease) Due to
|
|
Net Increase (Decrease)
|
||||||||
(In thousands)
|
|
Volume
|
|
Rate
|
|
|||||||
Interest and dividend income:
|
|
|
|
|
|
|
||||||
Total loans and leases
|
|
$
|
218
|
|
|
$
|
2,107
|
|
|
$
|
2,325
|
|
Securities
|
|
(7,210
|
)
|
|
1,602
|
|
|
(5,608
|
)
|
|||
Other interest-earning assets
|
|
(433
|
)
|
|
501
|
|
|
68
|
|
|||
Total interest and dividend income
|
|
$
|
(7,425
|
)
|
|
$
|
4,210
|
|
|
$
|
(3,215
|
)
|
Interest expense:
|
|
|
|
|
|
|
||||||
Savings
|
|
$
|
29
|
|
|
$
|
979
|
|
|
$
|
1,008
|
|
Interest-bearing checking
|
|
(57
|
)
|
|
751
|
|
|
693
|
|
|||
Money market
|
|
(3,656
|
)
|
|
1,799
|
|
|
(1,857
|
)
|
|||
Certificates of deposit
|
|
(58
|
)
|
|
3,048
|
|
|
2,991
|
|
|||
FHLB advances
|
|
2,566
|
|
|
3,403
|
|
|
5,969
|
|
|||
Securities sold under repurchase agreements
|
|
729
|
|
|
15
|
|
|
744
|
|
|||
Long term debt and other interest-bearing liabilities
|
|
(910
|
)
|
|
270
|
|
|
(640
|
)
|
|||
Total interest expense
|
|
(1,357
|
)
|
|
10,265
|
|
|
8,908
|
|
|||
Net interest income
|
|
$
|
(6,068
|
)
|
|
$
|
(6,055
|
)
|
|
$
|
(12,123
|
)
|
|
|
Three Months Ended March 31,
|
||||||
($ in thousands)
|
|
2018
|
|
2017
|
||||
Customer service fees
|
|
$
|
1,592
|
|
|
$
|
1,623
|
|
Loan servicing income
|
|
2,311
|
|
|
2,756
|
|
||
Income from bank owned life insurance
|
|
533
|
|
|
581
|
|
||
Net gain on sale of securities available-for-sale
|
|
5,241
|
|
|
3,356
|
|
||
Net gain (loss) on sale of loans
|
|
(41
|
)
|
|
4,019
|
|
||
Net loss on sale of mortgage servicing rights
|
|
(2,295
|
)
|
|
—
|
|
||
Other income
|
|
1,241
|
|
|
2,568
|
|
||
Total noninterest income
|
|
$
|
8,582
|
|
|
$
|
14,903
|
|
|
|
Three Months Ended March 31,
|
||||||
($ in thousands)
|
|
2018
|
|
2017
|
||||
Salaries and employee benefits
|
|
31,115
|
|
|
32,443
|
|
||
Occupancy and equipment
|
|
7,687
|
|
|
10,668
|
|
||
Professional fees
|
|
9,177
|
|
|
15,073
|
|
||
Outside service fees
|
|
2,546
|
|
|
1,883
|
|
||
Data processing
|
|
1,656
|
|
|
2,179
|
|
||
Advertising
|
|
3,277
|
|
|
1,725
|
|
||
Regulatory assessments
|
|
2,092
|
|
|
2,441
|
|
||
Reversal of provision for loan repurchases
|
|
(1,788
|
)
|
|
(325
|
)
|
||
Amortization of intangible assets
|
|
843
|
|
|
1,090
|
|
||
Impairment on intangible assets
|
|
—
|
|
|
336
|
|
||
Restructuring expense
|
|
—
|
|
|
5,287
|
|
||
All other expense
|
|
3,229
|
|
|
8,414
|
|
||
Noninterest expense before loss on investments in alternative energy partnerships
|
|
59,834
|
|
|
81,214
|
|
||
(Gain) loss on investments in alternative energy partnerships
|
|
(34
|
)
|
|
8,682
|
|
||
Total noninterest expense
|
|
$
|
59,800
|
|
|
$
|
89,896
|
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
($ in thousands)
|
|
Amortized Cost
|
|
Fair Value
|
|
Unrealized Gain (Loss)
|
|
Amortized Cost
|
|
Fair Value
|
|
Unrealized Gain (Loss)
|
||||||||||||
Securities available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
SBA loan pool securities
|
|
$
|
982
|
|
|
$
|
970
|
|
|
$
|
(12
|
)
|
|
$
|
1,056
|
|
|
$
|
1,058
|
|
|
$
|
2
|
|
U.S. government agency and U.S. government sponsored enterprise residential mortgage-backed securities
|
|
493,757
|
|
|
467,499
|
|
|
(26,258
|
)
|
|
492,255
|
|
|
476,929
|
|
|
(15,326
|
)
|
||||||
Non-agency residential mortgage-backed securities
|
|
651
|
|
|
664
|
|
|
13
|
|
|
741
|
|
|
756
|
|
|
15
|
|
||||||
Non-agency commercial mortgage-backed securities
|
|
201,613
|
|
|
200,721
|
|
|
(892
|
)
|
|
305,172
|
|
|
310,511
|
|
|
5,339
|
|
||||||
Collateralized loan obligations
|
|
1,743,941
|
|
|
1,754,739
|
|
|
10,798
|
|
|
1,691,455
|
|
|
1,702,318
|
|
|
10,863
|
|
||||||
Corporate debt securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
76,714
|
|
|
83,897
|
|
|
7,183
|
|
||||||
Total securities available-for-sale
|
|
$
|
2,440,944
|
|
|
$
|
2,424,593
|
|
|
$
|
(16,351
|
)
|
|
$
|
2,567,393
|
|
|
$
|
2,575,469
|
|
|
$
|
8,076
|
|
|
|
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 pools securities
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
982
|
|
|
2.72
|
%
|
|
$
|
982
|
|
|
2.72
|
%
|
U.S. government agency and U.S. government sponsored enterprise residential mortgage-backed securities
|
|
360
|
|
|
1.34
|
%
|
|
4,878
|
|
|
1.82
|
%
|
|
—
|
|
|
—
|
%
|
|
488,519
|
|
|
2.60
|
%
|
|
493,757
|
|
|
2.59
|
%
|
|||||
Non-agency residential mortgage-backed securities
|
|
277
|
|
|
4.13
|
%
|
|
54
|
|
|
3.22
|
%
|
|
—
|
|
|
—
|
%
|
|
320
|
|
|
5.66
|
%
|
|
651
|
|
|
4.80
|
%
|
|||||
Non-agency commercial mortgage-backed securities
|
|
25,414
|
|
|
4.25
|
%
|
|
—
|
|
|
—
|
%
|
|
109,720
|
|
|
3.81
|
%
|
|
66,479
|
|
|
3.81
|
%
|
|
201,613
|
|
|
3.87
|
%
|
|||||
Collateralized loan obligations
|
|
1,743,941
|
|
|
3.50
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
1,743,941
|
|
|
3.50
|
%
|
|||||
Corporate debt securities
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||||
Total securities available-for-sale
|
|
$
|
1,769,992
|
|
|
3.51
|
%
|
|
$
|
4,932
|
|
|
1.84
|
%
|
|
$
|
109,720
|
|
|
3.81
|
%
|
|
$
|
556,300
|
|
|
2.75
|
%
|
|
$
|
2,440,944
|
|
|
3.34
|
%
|
($ in thousands)
|
|
March 31, 2018
|
|
December 31, 2017
|
|
Amount Change
|
|
Percentage Change
|
|||||||
Commercial:
|
|
|
|
|
|
|
|
|
|||||||
Commercial and industrial
|
|
$
|
1,638,559
|
|
|
$
|
1,701,951
|
|
|
$
|
(63,392
|
)
|
|
(3.7
|
)%
|
Commercial real estate
|
|
773,193
|
|
|
717,415
|
|
|
55,778
|
|
|
7.8
|
%
|
|||
Multifamily
|
|
1,944,082
|
|
|
1,816,141
|
|
|
127,941
|
|
|
7.0
|
%
|
|||
SBA
|
|
79,022
|
|
|
78,699
|
|
|
323
|
|
|
0.4
|
%
|
|||
Construction
|
|
200,766
|
|
|
182,960
|
|
|
17,806
|
|
|
9.7
|
%
|
|||
Lease financing
|
|
3
|
|
|
13
|
|
|
(10
|
)
|
|
(76.9
|
)%
|
|||
Consumer:
|
|
|
|
|
|
|
|
|
|||||||
Single family residential mortgage
|
|
2,201,358
|
|
|
2,055,649
|
|
|
145,709
|
|
|
7.1
|
%
|
|||
Other consumer
|
|
93,524
|
|
|
106,579
|
|
|
(13,055
|
)
|
|
(12.2
|
)%
|
|||
Total loans and leases
|
|
6,930,507
|
|
|
6,659,407
|
|
|
271,100
|
|
|
4.1
|
%
|
|||
ALLL
|
|
(54,763
|
)
|
|
(49,333
|
)
|
|
(5,430
|
)
|
|
11.0
|
%
|
|||
Loans and leases receivable, net
|
|
$
|
6,875,744
|
|
|
$
|
6,610,074
|
|
|
$
|
265,670
|
|
|
4.0
|
%
|
|
|
March 31, 2018
|
||||||||||||||||||||||||||||
|
|
By FICO Scores Obtained During the Quarter Ended March 31, 2018
|
|
By FICO Scores Obtained During the Quarter Ended December 31, 2017
|
|
Change
|
||||||||||||||||||||||||
($ in thousands)
|
|
Count
|
|
Amount
|
|
Percent
|
|
Count
|
|
Amount
|
|
Percent
|
|
Count
|
|
Amount
|
|
Percent
|
||||||||||||
FICO Score
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
800+
|
|
14
|
|
|
$
|
8,971
|
|
|
11.3
|
%
|
|
12
|
|
|
$
|
7,716
|
|
|
9.7
|
%
|
|
2
|
|
|
$
|
1,255
|
|
|
1.6
|
%
|
700-799
|
|
57
|
|
|
41,029
|
|
|
51.8
|
%
|
|
55
|
|
|
39,460
|
|
|
49.9
|
%
|
|
2
|
|
|
1,569
|
|
|
1.9
|
%
|
|||
600-699
|
|
23
|
|
|
23,178
|
|
|
29.2
|
%
|
|
23
|
|
|
23,468
|
|
|
29.6
|
%
|
|
—
|
|
|
(290
|
)
|
|
(0.4
|
)%
|
|||
<600
|
|
2
|
|
|
2,297
|
|
|
2.9
|
%
|
|
5
|
|
|
4,688
|
|
|
5.9
|
%
|
|
(3
|
)
|
|
(2,391
|
)
|
|
(3.0
|
)%
|
|||
No FICO
|
|
3
|
|
|
3,773
|
|
|
4.8
|
%
|
|
4
|
|
|
3,916
|
|
|
4.9
|
%
|
|
(1
|
)
|
|
(143
|
)
|
|
(0.1
|
)%
|
|||
Totals
|
|
99
|
|
|
$
|
79,248
|
|
|
100.0
|
%
|
|
99
|
|
|
$
|
79,248
|
|
|
100.0
|
%
|
|
—
|
|
|
$
|
—
|
|
|
—
|
%
|
|
|
Green
|
|
Interest Only
|
|
Negative Amortization
|
|
Total
|
||||||||||||||||||||||||||||||||
($ in thousands)
|
|
Count
|
|
Amount
|
|
Percent
|
|
Count
|
|
Amount
|
|
Percent
|
|
Count
|
|
Amount
|
|
Percent
|
|
Count
|
|
Amount
|
|
Percent
|
||||||||||||||||
March 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
< 61%
|
|
65
|
|
|
$
|
51,420
|
|
|
64.8
|
%
|
|
266
|
|
|
$
|
449,708
|
|
|
59.2
|
%
|
|
10
|
|
|
$
|
3,477
|
|
|
95.6
|
%
|
|
341
|
|
|
$
|
504,605
|
|
|
59.8
|
%
|
61-80%
|
|
26
|
|
|
22,237
|
|
|
28.1
|
%
|
|
231
|
|
|
309,562
|
|
|
40.7
|
%
|
|
1
|
|
|
160
|
|
|
4.4
|
%
|
|
258
|
|
|
331,959
|
|
|
39.4
|
%
|
||||
81-100%
|
|
8
|
|
|
5,591
|
|
|
7.1
|
%
|
|
2
|
|
|
1,100
|
|
|
0.1
|
%
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
10
|
|
|
6,691
|
|
|
0.8
|
%
|
||||
> 100%
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||||
Total
|
|
99
|
|
|
$
|
79,248
|
|
|
100.0
|
%
|
|
499
|
|
|
$
|
760,370
|
|
|
100.0
|
%
|
|
11
|
|
|
$
|
3,637
|
|
|
100.0
|
%
|
|
609
|
|
|
$
|
843,255
|
|
|
100.0
|
%
|
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
|
%
|
($ in thousands)
|
|
March 31, 2018
|
|
December 31, 2017
|
|
Amount Change
|
|
Percentage Change
|
|||||||
Loans past due 90 days or more still on accrual
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
NM
|
|
Non-accrual loans and leases
|
|
21,220
|
|
|
19,382
|
|
|
1,838
|
|
|
9.5
|
%
|
|||
Total non-performing loans
|
|
21,220
|
|
|
19,382
|
|
|
1,838
|
|
|
9.5
|
%
|
|||
Other real estate owned
|
|
1,024
|
|
|
1,796
|
|
|
(772
|
)
|
|
(43.0
|
)%
|
|||
Total non-performing assets
|
|
$
|
22,244
|
|
|
$
|
21,178
|
|
|
$
|
1,066
|
|
|
5.0
|
%
|
Performing restructured loans
(1)
|
|
$
|
5,787
|
|
|
$
|
5,646
|
|
|
$
|
141
|
|
|
2.5
|
%
|
Total non-performing loans and leases to total loans and leases
|
|
0.31
|
%
|
|
0.29
|
%
|
|
|
|
|
|||||
Total non-performing assets to total assets
|
|
0.22
|
%
|
|
0.21
|
%
|
|
|
|
|
|||||
ALLL to non-performing loans and leases
|
|
258.07
|
%
|
|
254.53
|
%
|
|
|
|
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||||
($ in thousands)
|
|
ALLL
|
|
Loans and Leases Receivable
|
|
ALLL
|
|
Loans and Leases Receivable
|
||||||||
Commercial:
|
|
|
|
|
|
|
|
|
||||||||
Commercial and industrial
|
|
$
|
17,571
|
|
|
$
|
1,638,559
|
|
|
$
|
14,280
|
|
|
$
|
1,701,951
|
|
Commercial real estate
|
|
5,417
|
|
|
773,193
|
|
|
4,971
|
|
|
717,415
|
|
||||
Multifamily
|
|
14,219
|
|
|
1,944,082
|
|
|
13,265
|
|
|
1,816,141
|
|
||||
SBA
|
|
1,577
|
|
|
79,022
|
|
|
1,701
|
|
|
78,699
|
|
||||
Construction
|
|
3,220
|
|
|
200,766
|
|
|
3,318
|
|
|
182,960
|
|
||||
Lease financing
|
|
—
|
|
|
3
|
|
|
—
|
|
|
13
|
|
||||
Consumer:
|
|
|
|
|
|
|
|
|
||||||||
Single family residential mortgage
|
|
11,969
|
|
|
2,201,358
|
|
|
10,996
|
|
|
2,055,649
|
|
||||
Other consumer
|
|
790
|
|
|
93,524
|
|
|
802
|
|
|
106,579
|
|
||||
Total
|
|
$
|
54,763
|
|
|
$
|
6,930,507
|
|
|
$
|
49,333
|
|
|
$
|
6,659,407
|
|
($ in thousands)
|
|
March 31, 2018
|
|
December 31, 2017
|
|
Amount Change
|
|
Percentage Change
|
|||||||
Loan breakdown by ALLL evaluation type:
|
|
|
|
|
|
|
|
|
|||||||
Originated loans and leases
|
|
$
|
6,295,843
|
|
|
$
|
5,988,101
|
|
|
$
|
307,742
|
|
|
5.1
|
%
|
Acquired loans not impaired at acquisition
|
|
634,664
|
|
|
671,306
|
|
|
(36,642
|
)
|
|
(5.5
|
)%
|
|||
Total loans
|
|
$
|
6,930,507
|
|
|
$
|
6,659,407
|
|
|
$
|
271,100
|
|
|
4.1
|
%
|
ALLL breakdown:
|
|
|
|
|
|
|
|
|
|||||||
Originated loans and leases
|
|
$
|
53,605
|
|
|
$
|
48,110
|
|
|
$
|
5,495
|
|
|
11.4
|
%
|
Acquired loans not impaired at acquisition
|
|
1,158
|
|
|
1,223
|
|
|
(65
|
)
|
|
(5.3
|
)%
|
|||
Total ALLL
|
|
$
|
54,763
|
|
|
$
|
49,333
|
|
|
$
|
5,430
|
|
|
11.0
|
%
|
Discount on purchased/acquired Loans:
|
|
|
|
|
|
|
|
|
|||||||
Acquired loans not impaired at acquisition
|
|
$
|
14,255
|
|
|
$
|
14,943
|
|
|
$
|
(688
|
)
|
|
(4.6
|
)%
|
Total discount
|
|
$
|
14,255
|
|
|
$
|
14,943
|
|
|
$
|
(688
|
)
|
|
(4.6
|
)%
|
Percentage of ALLL to:
|
|
|
|
|
|
|
|
|
|||||||
Originated loans and leases
|
|
0.85
|
%
|
|
0.80
|
%
|
|
0.05
|
%
|
|
|
||||
Originated loans and leases and acquired loans not impaired at acquisition
|
|
0.79
|
%
|
|
0.74
|
%
|
|
0.05
|
%
|
|
|
||||
Total loans and leases:
|
|
0.79
|
%
|
|
0.74
|
%
|
|
0.05
|
%
|
|
|
|
|
Three Months Ended March 31,
|
||||||
($ in thousands)
|
|
2018
|
|
2017
|
||||
ALLL at beginning of period
|
|
$
|
49,333
|
|
|
$
|
40,444
|
|
Charge-offs:
|
|
|
|
|
||||
Commercial and industrial
|
|
(71
|
)
|
|
(250
|
)
|
||
Commercial real estate
|
|
—
|
|
|
—
|
|
||
Multifamily
|
|
—
|
|
|
—
|
|
||
SBA
|
|
(381
|
)
|
|
—
|
|
||
Construction
|
|
—
|
|
|
—
|
|
||
Lease financing
|
|
—
|
|
|
—
|
|
||
Single family residential mortgage
|
|
(115
|
)
|
|
(81
|
)
|
||
Other consumer
|
|
(14,072
|
)
|
|
(26
|
)
|
||
Total charge-offs
|
|
(14,639
|
)
|
|
(357
|
)
|
||
Recoveries:
|
|
|
|
|
||||
Commercial and industrial
|
|
61
|
|
|
—
|
|
||
Commercial real estate
|
|
—
|
|
|
—
|
|
||
Multifamily
|
|
—
|
|
|
—
|
|
||
SBA
|
|
65
|
|
|
43
|
|
||
Construction
|
|
—
|
|
|
—
|
|
||
Lease financing
|
|
4
|
|
|
19
|
|
||
Single family residential mortgage
|
|
436
|
|
|
1
|
|
||
Other consumer
|
|
4
|
|
|
3
|
|
||
Total recoveries
|
|
570
|
|
|
66
|
|
||
Provision for loan and lease losses
|
|
19,499
|
|
|
2,583
|
|
||
ALLL at end of period
|
|
$
|
54,763
|
|
|
$
|
42,736
|
|
Average total loans and leases held-for-investment
|
|
$
|
6,708,181
|
|
|
$
|
6,085,342
|
|
Total loans and leases held-for-investment at end of period
|
|
$
|
6,930,507
|
|
|
$
|
6,105,321
|
|
Ratios:
|
|
|
|
|
||||
Annualized net charge-offs to average total loans and leases held-for-investment
|
|
0.84
|
%
|
|
0.02
|
%
|
||
ALLL to total loans and leases held-for-investment
|
|
0.79
|
%
|
|
0.70
|
%
|
|
|
Three Months Ended March 31,
|
||||||
($ in thousands)
|
|
2018
|
|
2017
|
||||
Balance at beginning of period
|
|
$
|
48,826
|
|
|
$
|
25,639
|
|
New funding
|
|
—
|
|
|
30,927
|
|
||
Cash distribution from investments
|
|
(516
|
)
|
|
(251
|
)
|
||
Gain (loss) on investments using HLBV method
|
|
34
|
|
|
(8,682
|
)
|
||
Balance at end of period
|
|
$
|
48,344
|
|
|
$
|
47,633
|
|
Unfunded equity commitments
|
|
50,084
|
|
|
111,732
|
|
($ in thousands)
|
|
March 31, 2018
|
|
December 31, 2017
|
|
Amount Change
|
|
Percentage Change
|
|||||||
Noninterest-bearing deposits
|
|
$
|
1,039,116
|
|
|
$
|
1,071,608
|
|
|
$
|
(32,492
|
)
|
|
(3.0
|
)%
|
Interest-bearing demand deposits
|
|
1,864,629
|
|
|
2,089,016
|
|
|
(224,387
|
)
|
|
(10.7
|
)%
|
|||
Money market accounts
|
|
1,091,735
|
|
|
1,146,859
|
|
|
(55,124
|
)
|
|
(4.8
|
)%
|
|||
Savings accounts
|
|
1,051,267
|
|
|
1,059,628
|
|
|
(8,361
|
)
|
|
(0.8
|
)%
|
|||
Certificates of deposit of $250,000 or less
|
|
1,466,010
|
|
|
1,365,452
|
|
|
100,558
|
|
|
7.4
|
%
|
|||
Certificates of deposit of more than $250,000
|
|
597,408
|
|
|
560,340
|
|
|
37,068
|
|
|
6.6
|
%
|
|||
Total deposits
|
|
$
|
7,110,165
|
|
|
$
|
7,292,903
|
|
|
$
|
(182,738
|
)
|
|
(2.5
|
)%
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||||
($ in thousands)
|
|
Par Value
|
|
Unamortized Debt Issuance Cost and Discount
|
|
Par Value
|
|
Unamortized Debt Issuance Cost and Discount
|
||||||||
5.25% senior notes due April 15, 2025
|
|
$
|
175,000
|
|
|
$
|
(2,034
|
)
|
|
$
|
175,000
|
|
|
$
|
(2,059
|
)
|
Total
|
|
$
|
175,000
|
|
|
$
|
(2,034
|
)
|
|
$
|
175,000
|
|
|
$
|
(2,059
|
)
|
|
|
Three Months Ended March 31,
|
||||||
($ in thousands)
|
|
2018
|
|
2017
|
||||
Balance at beginning of period
|
|
$
|
3,716
|
|
|
$
|
2,385
|
|
Provision for unfunded loan commitments
|
|
577
|
|
|
833
|
|
||
Balance at end of period
|
|
$
|
4,293
|
|
|
$
|
3,218
|
|
|
|
Commitments and Contractual Obligations
|
||||||||||||||||||
($ in thousands)
|
|
Total Amount Committed
|
|
Less Than One Year
|
|
More Than One Year Through Three Years
|
|
More Than Three Year Through Five Years
|
|
Over Five
Years
|
||||||||||
Commitments to extend credit
|
|
$
|
365,928
|
|
|
$
|
78,506
|
|
|
$
|
138,961
|
|
|
$
|
85,389
|
|
|
$
|
63,072
|
|
Unused lines of credit
|
|
1,284,990
|
|
|
933,328
|
|
|
118,743
|
|
|
77,093
|
|
|
155,826
|
|
|||||
Standby letters of credit
|
|
10,202
|
|
|
8,038
|
|
|
1,056
|
|
|
1,088
|
|
|
20
|
|
|||||
Total commitments
|
|
$
|
1,661,120
|
|
|
$
|
1,019,872
|
|
|
$
|
258,760
|
|
|
$
|
163,570
|
|
|
$
|
218,918
|
|
FHLB advances
|
|
$
|
1,905,000
|
|
|
$
|
1,300,000
|
|
|
$
|
294,000
|
|
|
$
|
191,000
|
|
|
$
|
120,000
|
|
Long-term debt
|
|
243,906
|
|
|
9,187
|
|
|
18,375
|
|
|
18,375
|
|
|
197,969
|
|
|||||
Operating and capital lease obligations
|
|
33,144
|
|
|
7,710
|
|
|
11,892
|
|
|
5,667
|
|
|
7,875
|
|
|||||
Certificate of deposits
|
|
2,063,418
|
|
|
1,869,223
|
|
|
188,479
|
|
|
5,716
|
|
|
—
|
|
|||||
Total contractual obligations
|
|
$
|
4,245,468
|
|
|
$
|
3,186,120
|
|
|
$
|
512,746
|
|
|
$
|
220,758
|
|
|
$
|
325,844
|
|
|
|
Banc of California, Inc.
|
|
Banc of California, NA
|
|
Minimum Regulatory Requirements
|
|
Well Capitalized Requirements (Bank)
|
||||
March 31, 2018
|
|
|
|
|
|
|
|
|
||||
Total risk-based capital ratio
|
|
14.60
|
%
|
|
16.53
|
%
|
|
8.00
|
%
|
|
10.00
|
%
|
Tier 1 risk-based capital ratio
|
|
13.74
|
%
|
|
15.67
|
%
|
|
6.00
|
%
|
|
8.00
|
%
|
Common equity tier 1 capital ratio
|
|
9.80
|
%
|
|
15.67
|
%
|
|
4.50
|
%
|
|
6.50
|
%
|
Tier 1 leverage ratio
|
|
9.21
|
%
|
|
10.50
|
%
|
|
4.00
|
%
|
|
5.00
|
%
|
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
|
%
|
•
|
Originating and purchasing adjustable rate mortgage loans,
|
•
|
Selling longer duration fixed or hybrid 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.
|
|
|
Change in Interest Rates in Basis Points (bps)
(1)
|
||||||||||||||||||||
($ in thousands)
|
|
Economic Value of Equity
|
|
Net Interest Income
|
||||||||||||||||||
|
Amount
|
|
Amount Change
|
|
Percentage Change
|
|
Amount
|
|
Amount Change
|
|
Percentage Change
|
|||||||||||
March 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
+200 bps
|
|
$
|
1,229,749
|
|
|
$
|
(89,948
|
)
|
|
(6.8
|
)%
|
|
$
|
305,588
|
|
|
$
|
(509
|
)
|
|
(0.2
|
)%
|
+100 bps
|
|
1,286,286
|
|
|
(33,411
|
)
|
|
(2.5
|
)%
|
|
306,338
|
|
|
241
|
|
|
0.1
|
%
|
||||
0 bp
|
|
1,319,697
|
|
|
|
|
|
|
306,097
|
|
|
|
|
|
||||||||
-100 bps
|
|
1,326,112
|
|
|
6,415
|
|
|
0.5
|
%
|
|
302,801
|
|
|
(3,296
|
)
|
|
(1.1
|
)%
|
(1)
|
Assumes an instantaneous uniform change in interest rates at all maturities
|
|
|
Purchase of Equity Securities by the Issuer
|
|
|
|||||||||
|
|
Total Number of Shares
|
|
Average Price Paid Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans
|
|
Total Number of Shares That May Yet be Purchased Under the Plan
|
|||||
From January 31, 2018 to January 31, 2018
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
From February 1, 2018 to February 28, 2018
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
From March 1, 2018 to March 31, 2018
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
|
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
|
||
|
|
|
|
10.3A
|
Footnote 15
|
||
|
|
|
|
10.3B
|
10.3B
|
||
|
|
|
|
10.4
|
Footnote 16
|
||
|
|
|
|
10.4A
|
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
|
Footnote 39
|
||
|
|
|
|
10.10
|
Reserved
|
|
|
|
|
|
|
10.11
|
Footnote 23
|
||
|
|
|
|
10.11A
|
Footnote 24
|
||
|
|
|
|
10.11B
|
Footnote 15
|
||
|
|
|
|
10.11C
|
Footnote 39
|
||
|
|
|
|
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
|
Footnote 39
|
||
|
|
|
|
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 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 Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 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)
|
Reserved.
|
(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)
|
Filed as an exhibit to the Registrant’s Annual Report on Form 10-K for the year ended December
31, 2017 and incorporated herein by reference.
|
(40)
|
Refer to Note 18 of the Notes to Consolidated Financial Statements contained in Item 1 of Part I of this report.
|
(41)
|
Included on signatory pages of this report.
|
|
|
|
BANC OF CALIFORNIA, INC.
|
|
|
|
|
Date:
|
May 10, 2018
|
|
/s/ Douglas H. Bowers
|
|
|
|
Douglas H. Bowers
|
|
|
|
President/Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
|
Date:
|
May 10, 2018
|
|
/s/ John A. Bogler
|
|
|
|
John A. Bogler
|
|
|
|
Executive Vice President/Chief Financial Officer
(Principal Financial Officer) |
|
|
|
|
Date:
|
May 10, 2018
|
|
/s/ Lawrence Gee
|
|
|
|
Lawrence Gee
|
|
|
|
Senior Vice President/Interim Chief Accounting Officer
(Principal Accounting Officer)
|
|
|
Exhibit 10.3B
|
Position
|
|
Your title of
Chief Risk Officer of the Employer, reporting to President and CEO Doug Bowers, will remain unchanged.
|
Workplace
|
|
Your workplace location will continue to be at the Company’s headquarters located at 3 MacArthur Place, Santa Ana, CA 92707.
|
Base Salary
|
|
Your base salary will be $400,000.00 annually, minus applicable withholdings. The Bank has a semi-monthly payroll schedule with paydays on the 10
th
and 25
th
of each month. If a payday falls on a weekend or holiday, the payday will be the preceding business day.
Effective April 1, 2019, your base salary will be increased to $425,000.00 annually, minus applicable withholdings. The Bank has a semi-monthly payroll schedule with paydays on the 10
th
and 25
th
of each month. If a payday falls on a weekend or holiday, the payday will be the preceding business day.
Effective April 1, 2020, your base salary will be increased to $450,000.00 annually, minus applicable withholdings. The Bank has a semi-monthly payroll schedule with paydays on the 10
th
and 25
th
of each month. If a payday falls on a weekend or holiday, the payday will be the preceding business day.
|
Short-Term Bonus Incentive
|
|
You are also eligible to participate in an annual cash bonus incentive plan. Your bonus incentive target is 75% of your base salary at the end of the bonus period. The actual payment of your bonus will be based upon the achievement of performance criteria as determined by the Company’s Board of Directors or the Joint Compensation and Human Capital Committee of the Boards of Directors of the Company and the Bank (including any sub-committee or sub-group of that committee, the “Compensation Committee”). All bonus payments are not earned until paid. You must be an active employee in good standing at the time of payment to be eligible.
|
|
|
Exhibit 10.3B
|
Long-Term Equity Incentive
|
|
You may be eligible to receive an annual equity award as determined annually by the Company’s Board of Directors or the Compensation Committee. The terms and conditions of any Long-Term Equity Incentive award, including vesting, is subject to the discretion of the Company’s Board of Directors or the Compensation Committee.
|
Severance Provision
|
|
If your employment is terminated by Employer without cause between April 1, 2018 and April 1, 2019, you will receive the following:
● 12-months base salary as of the notification date, and;
● 12-months medical, dental and vision insurance coverage for any enrolled benefit as of the notification date (or the cash equivalent thereof), and;
● At the sole discretion of the Company’s Board of Directors or the Compensation Committee, acceleration of any service-based equity awards due to vest within 365 days of termination date, and;
● At the sole discretion of the Company’s Board of Directors or the Compensation Committee, the acceleration of any performance-based stock award (“PSU”).
The payment of any severance amount or benefit is subject to the signing of a separation agreement and full release, in a form acceptable to Employer. This provision, unless previously terminated, shall be extended for one additional year on April 1, 2019 unless the Employer provides at least ninety (90) days prior notice that this provision will not be so extended.
“Cause” is defined as engaging in the commission of any felony or of any misdemeanor involving dishonesty or moral turpitude; Theft or misuse of Employer’s property or time; Insubordination; unauthorized use of alcohol on premises, or appearing on such premises while under the influence; illegal use of any controlled substance; illegal gambling on premises; discriminatory, harassing or retaliatory behavior, whether or not illegal under federal, state or local law; willful misconduct; causing injury to the economic or ethical welfare of Employer due to malfeasance, misfeasance, misconduct or inattention to duties and responsibilities; breach of fiduciary duty; intentional violation of any material law, rule, regulation or judicial or administrative order to which Employer or any affiliate is subject or of any formal administrative action entered into by Employer or any affiliate, or imposed upon any of them; willful failure to perform duties for or on behalf of Employer or its affiliates, or to follow, or cooperate in carrying out, any lawful material written policy adopted by Employer (including any written code of conduct or standards of ethics applicable to employees of Employer) or any reasonable directive from the Company or Bank Board.
|
Time Off
|
|
As a Senior Officer, you will be eligible to participate in the Company’s Flexible Time Off policy which provides the benefit of taking time off without having to accrue time off hours. In addition,
you will be eligible for six (6) days of paid sick leave on January 1
st
of each calendar year. You will also be eligible for up to ten (10) Bank paid holidays.
|
|
|
Exhibit 10.3B
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Banc of California, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying 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:
|
May 10, 2018
|
|
/s/ Douglas H. Bowers
|
|
|
|
Douglas H. Bowers
|
|
|
|
President/Chief Executive Officer
(Principal Executive Officer) |
1.
|
I have reviewed this quarterly report on Form 10-Q of Banc of California, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying 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:
|
May 10, 2018
|
|
/s/ John A. Bogler
|
|
|
|
John A. Bogler
|
|
|
|
Executive Vice President/Chief Financial Officer
(Principal Financial Officer) |
Date:
|
May 10, 2018
|
|
/s/ Douglas H. Bowers
|
|
|
|
Douglas H. Bowers
|
|
|
|
President/Chief Executive Officer
(Principal Executive Officer) |
|
|
|
|
Date:
|
May 10, 2018
|
|
/s/ John A. Bogler
|
|
|
|
John A. Bogler
|
|
|
|
Executive Vice President/Chief Financial Officer
(Principal Financial Officer) |