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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Pennsylvania
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20-4929029
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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One Oxford Centre
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301 Grant Street, Suite 2700
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Pittsburgh, Pennsylvania 15219
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(Address of principal executive offices)
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(Zip Code)
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(
412) 304-0304
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(Registrant’s telephone number, including area code)
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Title of each class
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Name of each exchange on which registered
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Common Stock, no par value
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The Nasdaq Stock Market LLC
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Large accelerated filer
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¨
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Accelerated filer
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Non-accelerated filer
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¨
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(Do not check if a smaller reporting company)
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Smaller reporting company
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•
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The Bank segment provides commercial banking to middle-market businesses and private banking services to high-net-worth individuals through our TriState Capital Bank subsidiary. Total assets of the Bank were
$3.85 billion
as of
December 31, 2016
.
|
•
|
The Investment Management segment provides advisory and sub-advisory investment management services to primarily institutional plan sponsors through Chartwell and also supports distribution and marketing efforts for Chartwell’s proprietary investment products through CTSC Securities. Assets under management for this segment were
$8.06 billion
as of
December 31, 2016
.
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◦
|
On March 5, 2014, TriState Capital Holdings, Inc. through its wholly-owned subsidiary, Chartwell Investment Partners, LLC, completed the acquisition of substantially all of the assets of Chartwell Investment Partners, LP (the “Chartwell acquisition”).
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◦
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On April 29, 2016, Chartwell completed the acquisition of substantially all of the assets of The Killen Group, Inc. (the "TKG acquisition").
|
◦
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These acquisitions have enhanced our recurring fee revenue, provided new product offerings for our national network of financial intermediaries, and leveraged our financial services distribution capabilities.
|
•
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Middle-Market Banking Channel.
We target our middle-market business primarily at businesses with revenues between
$5.0 million
and
$300.0 million
located within our primary markets. To capitalize on this opportunity, each of our representative offices is led by an experienced regional president so we can understand the unique borrowing needs of the middle-market businesses in their area. They are supported by highly experienced relationship managers with a reputation for success in targeting middle-market business customers and maintaining strong credit quality within their loan portfolios.
|
•
|
Private Banking Channel.
We provide loan products and services nationally to executives and high-net-worth individuals most of whom we source through referral relationships with independent broker/dealers, wealth managers, family offices, trust companies and other financial intermediaries. Our private banking products primarily include loans secured by cash, marketable securities and other asset-based loans. Our relationship managers have cultivated referral arrangements with
142
financial intermediaries. Under these arrangements, the financial intermediaries are able to refer their clients to us for responsive and sophisticated banking services. We believe many of our referral relationships also create cross-selling opportunities with respect to our deposit products and our investment management business.
Since inception, we have had
no
charge-offs related to our loans secured by marketable securities.
|
|
December 31,
|
|
2016 Change from 2015
|
|||||||||
(Dollars in thousands)
|
2016
|
2015
|
|
Amount
|
Percent
|
|||||||
Middle-market banking offices:
|
|
|
|
|
|
|||||||
Western Pennsylvania
|
$
|
480,271
|
|
$
|
445,554
|
|
|
$
|
34,717
|
|
7.8
|
%
|
Eastern Pennsylvania
|
314,454
|
|
329,767
|
|
|
(15,313
|
)
|
(4.6
|
)%
|
|||
Ohio
|
283,473
|
|
259,902
|
|
|
23,571
|
|
9.1
|
%
|
|||
New Jersey
|
343,413
|
|
291,795
|
|
|
51,618
|
|
17.7
|
%
|
|||
New York
(1)
|
243,515
|
|
169,402
|
|
|
74,113
|
|
43.7
|
%
|
|||
Total middle-market banking loans
|
1,665,126
|
|
1,496,420
|
|
|
168,706
|
|
11.3
|
%
|
|||
Total private banking loans
|
1,735,928
|
|
1,344,864
|
|
|
391,064
|
|
29.1
|
%
|
|||
Loans held-for-investment
|
$
|
3,401,054
|
|
$
|
2,841,284
|
|
|
$
|
559,770
|
|
19.7
|
%
|
(1)
|
Our New York representative office opened for business in August 2012.
|
•
|
Our loan products include, among others, loans secured by cash or marketable securities, commercial and industrial loans, commercial real estate loans, personal loans, asset-based loans, acquisition financing, and letters of credit.
|
•
|
Our deposit products include, among others, checking accounts, money market deposit accounts, certificates of deposit, and Promontory’s Certificate of Deposit Account Registry Service
®
(“CDARS
®
”) and Insured Cash Sweep
®
(“ICS”
®
) services.
|
•
|
Our liquidity and treasury management services include online balance reporting, online bill payment, remote deposit, liquidity services, wire and ACH services, foreign exchange and controlled disbursement.
|
•
|
Our investment management business provides equity and fixed income advisory and sub-advisory services to third party mutual funds, series trust mutual funds, and to separately managed accounts for a spectrum of clients, but primarily focused on ultra-high-net-worth and institutional clients, including corporations, ERISA plans, Taft-Hartley funds, municipalities, endowments and foundations.
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(Dollars in thousands)
|
December 31, 2016
|
Percent of
Loans |
|||
Private banking loans
|
$
|
1,735,928
|
|
51.0
|
%
|
Middle-market banking loans:
|
|
|
|||
Commercial and industrial
|
587,423
|
|
17.3
|
%
|
|
Commercial real estate
|
1,077,703
|
|
31.7
|
%
|
|
Total middle-market banking loans
|
1,665,126
|
|
49.0
|
%
|
|
Loans held-for-investment
|
$
|
3,401,054
|
|
100.0
|
%
|
(Dollars in thousands)
|
December 31, 2016
|
Percent of
Private Banking Loans |
Percent of
Loans |
||||
Private banking loans:
|
|
|
|
||||
Secured by cash and marketable securities
|
$
|
1,584,373
|
|
91.3
|
%
|
46.6
|
%
|
Secured by real estate
|
110,476
|
|
6.3
|
%
|
3.2
|
%
|
|
Other
|
41,079
|
|
2.4
|
%
|
1.2
|
%
|
|
Total private banking loans
|
$
|
1,735,928
|
|
100.0
|
%
|
51.0
|
%
|
(Dollars in thousands)
|
December 31, 2016
|
Percent of
Commercial and Industrial Loans |
Percent of
Loans |
||||
Industry:
|
|
|
|
||||
Service
|
$
|
170,391
|
|
29.0
|
%
|
5.0
|
%
|
Manufacturing
|
160,643
|
|
27.3
|
%
|
4.7
|
%
|
|
Real estate, rental and leasing
|
76,266
|
|
13.0
|
%
|
2.3
|
%
|
|
Information
|
31,750
|
|
5.4
|
%
|
0.9
|
%
|
|
Wholesale Trade
|
24,211
|
|
4.1
|
%
|
0.7
|
%
|
|
Transportation and warehousing
|
23,568
|
|
4.0
|
%
|
0.7
|
%
|
|
Retail Trade
|
23,365
|
|
4.0
|
%
|
0.7
|
%
|
|
Construction
|
16,745
|
|
2.9
|
%
|
0.5
|
%
|
|
Mining
|
12,029
|
|
2.0
|
%
|
0.4
|
%
|
|
All others
|
48,455
|
|
8.3
|
%
|
1.4
|
%
|
|
Total commercial and industrial loans
|
$
|
587,423
|
|
100.0
|
%
|
17.3
|
%
|
(Dollars in thousands)
|
December 31, 2016
|
Percent of
Commercial Real Estate Loans |
Percent of
Loans |
||||
Commercial real estate term loans:
|
|
|
|
||||
Income-producing property loans
|
$
|
601,266
|
|
55.8
|
%
|
17.7
|
%
|
Owner-occupied term loans
|
128,944
|
|
12.0
|
%
|
3.8
|
%
|
|
Multifamily/apartment loans
|
242,318
|
|
22.5
|
%
|
7.1
|
%
|
|
Total real estate term loans
|
972,528
|
|
90.3
|
%
|
28.6
|
%
|
|
Residential construction loans
|
10,685
|
|
1.0
|
%
|
0.3
|
%
|
|
Other construction loans
|
85,663
|
|
7.9
|
%
|
2.5
|
%
|
|
Land development loans
|
8,827
|
|
0.8
|
%
|
0.3
|
%
|
|
Total commercial real estate loans
|
$
|
1,077,703
|
|
100.0
|
%
|
31.7
|
%
|
•
|
Real Estate Term Loans.
As of
December 31, 2016
, approximately
$972.5 million
, or approximately
28.6%
of loans held-for-investment, consisted of real estate term loans. Our real estate term loans include credit secured by various types of income-producing properties, owner-occupied term loans and multifamily/apartment loans. In making real estate term loans, we look for income-producing properties that have established cash flows sufficient to service the proposed loan on an amortizing basis. Our real estate term loans generally have maturities of five to seven years and are offered with both fixed and floating interest
|
•
|
Construction Loans.
As of
December 31, 2016
, approximately
$96.3 million
, or approximately
2.8%
of loans held-for-investment, consisted of residential and other construction loans. Our residential construction loans are typically for single-family residential properties. Our other construction loans are typically for projects used in manufacturing, warehousing, office, service, retail and multifamily housing. These loans are usually floating-rate loans. Generally, our construction loans have a term of one to three years, but can include an amortizing term loan period of generally three to five years contingent upon the property meeting established debt service coverage levels. Properties related to our construction loans are frequently pre-leased at a level that will generate sufficient cash flow to service the fully advanced construction loan on an amortizing basis upon the completion of construction.
|
•
|
Land Development Loans.
As of
December 31, 2016
, the remaining
$8.8 million
, or approximately
0.3%
of loans held-for-investment, consisted of land development loans. Our land development loans include loans to finance the purchase and development of land for sale. We make these loans on a limited basis. In making land development loans, we typically require a higher level of equity to be invested by the borrower and strong levels of borrower global cash flows to reduce reliance on land sales for repayment of the loan. These loans are typically structured as lines of credit with one to three year maturities and usually have floating interest rates.
|
(Dollars in thousands)
|
December 31, 2016
|
Percent of Total
Commercial Loans |
|||
Geographic region:
|
|
|
|||
Pennsylvania
|
$
|
513,842
|
|
30.8
|
%
|
Ohio
|
302,537
|
|
18.2
|
%
|
|
New Jersey
|
309,341
|
|
18.6
|
%
|
|
New York
|
306,098
|
|
18.4
|
%
|
|
Contiguous states
|
85,111
|
|
5.1
|
%
|
|
Other states
|
148,197
|
|
8.9
|
%
|
|
Total commercial loans
|
$
|
1,665,126
|
|
100.0
|
%
|
|
December 31,
|
|
2016 Change from 2015
|
|||||||||
(Dollars in thousands)
|
2016
|
2015
|
|
Amount
|
Percent
|
|||||||
Non-brokered deposits:
|
|
|
|
|
|
|||||||
Noninterest-bearing checking accounts
|
$
|
230,226
|
|
$
|
159,859
|
|
|
$
|
70,367
|
|
44.0
|
%
|
Interest-bearing checking accounts
|
199,641
|
|
132,327
|
|
|
67,314
|
|
50.9
|
%
|
|||
Money market deposit accounts
|
1,356,653
|
|
931,779
|
|
|
424,874
|
|
45.6
|
%
|
|||
Certificates of deposit
|
443,293
|
|
412,086
|
|
|
31,207
|
|
7.6
|
%
|
|||
Total non-brokered deposits
|
2,229,813
|
|
1,636,051
|
|
|
593,762
|
|
36.3
|
%
|
|||
Brokered deposits:
|
|
|
|
|
|
|||||||
Interest-bearing checking accounts
|
19,343
|
|
3,710
|
|
|
15,633
|
|
421.4
|
%
|
|||
Money market deposit accounts
|
582,054
|
|
532,500
|
|
|
49,554
|
|
9.3
|
%
|
|||
Certificates of deposit
|
455,569
|
|
517,583
|
|
|
(62,014
|
)
|
(12.0
|
)%
|
|||
Total brokered deposits
|
1,056,966
|
|
1,053,793
|
|
|
3,173
|
|
0.3
|
%
|
|||
Total deposits
|
$
|
3,286,779
|
|
$
|
2,689,844
|
|
|
$
|
596,935
|
|
22.2
|
%
|
Non-brokered deposits to total deposits
|
67.8
|
%
|
60.8
|
%
|
|
|
|
•
|
Small Cap Value:
Chartwell’s Small Cap Value portfolio employs a traditional value style supplemented with both deep and relative value stocks. Our opportunity set is selected using multiple valuation yardsticks and focuses heavily on company valuation relative to history. Portfolio decisions result from business reviews assessing the prospects of erasing these valuation discounts with a focus on fundamental and event-driven catalysts which we believe the market should recognize. The portfolio aims to be well diversified across all economic sectors and exhibit better growth, profitability and financial strength characteristics than the small cap value benchmark. Our objective is to outperform small cap value benchmarks over the long term while producing lower risk scores versus peers.
|
•
|
Mid Cap Value:
Chartwell’s Mid Cap Value portfolio employs a traditional value style supplemented with both deep and relative value stocks. Our opportunity set is selected using multiple valuation yardsticks and focuses heavily on company valuation relative to history. Portfolio decisions result from business reviews assessing the prospects of erasing these valuation discounts with a focus on fundamental and event-driven catalysts which we believe the market should recognize. The portfolio aims to be well diversified across all economic sectors and exhibit better growth, profitability and financial strength characteristics than the mid cap value benchmark. Our objective is to outperform mid cap value benchmarks over the long term while producing lower risk scores versus peers.
|
•
|
Small Cap Growth:
Our Small Cap Growth portfolio invests in a select set of small growth oriented companies. We believe these businesses have demonstrated strong increases in earnings per share. More significantly, we look to invest in companies that have historically continued to broaden, deepen and enhance their fundamental capabilities, competitive positions, product and service offerings and customer bases. Our plan is to invest in these companies for an intermediate time horizon. Our portfolios focus on a narrow set of such investments.
|
•
|
Mid Cap Growth:
Our Mid Cap Growth portfolio invests in a select set of mid-cap growth oriented companies. We believe these businesses have demonstrated strong increases in earnings per share. More significantly, we look to invest in companies that have historically continued to broaden, deepen and enhance their fundamental capabilities, competitive positions, product and service offerings and customer bases. Our plan is to invest in these companies for an intermediate time horizon. Our portfolios focus on a narrow set of such investments.
|
•
|
SMID Cap Growth:
For clients in our SMID Cap Growth portfolio we invest in a select set of growth oriented companies with small to mid-market caps. These businesses have demonstrated strong increases in earnings per share. Again, we look to invest in companies that have historically continued to broaden, deepen and enhance their fundamental capabilities, competitive
|
•
|
U.S. Small Cap:
The U.S. Small Cap portfolio integrates the efforts of our Small Cap Value and Small Cap Growth investment teams. Our quantitative process is designed to result in a universe of securities that we believe are statistically inexpensive versus the Russell 2000, or which we believe demonstrates superior growth characteristics relative to their economic sector. The decisive elements of the research process are twofold. From a value standpoint, it is the appraisal of the company’s fundamental value that we believe separates those with real value from those that are merely inexpensive. On the growth side our goal is to separate companies with real growth potential from those that are only short-term performers with high valuation metrics. The final portfolio is constructed as a bottom up residual of stock selection from the “best ideas” of both value and growth.
|
•
|
Dividend Value:
Our objective in managing the Dividend Value portfolio is to deliver investment returns that exceed that of the Russell 1000 Value by focusing on what we believe are undervalued stocks with above-average dividend yields. We seek long-term inflation protection by investing in stocks in the top 40% of the market ranked by dividend yield; companies that we believe are capable of consistent dividend growth; and stocks that we believe are undervalued with significant potential for capital appreciation during a full market cycle.
|
•
|
Covered Call:
Our objective in managing Chartwell’s Covered Call strategy is to provide market-like returns in rising equity markets while earning superior returns in flat or down equity markets. We seek to attain this objective by combining a portfolio of higher dividend paying stocks which have valuations that do not properly reflect our view of their fundamentals and a disciplined call overwriting strategy. We join these two investment disciplines in an effort to create a lower volatility total return solution for clients.
|
•
|
Micro Cap Value:
Chartwell’s Micro Cap Value strategy offers investors a diversified portfolio of small-cap stocks selected in accordance with the Chartwell’s value style, which we believe emphasizes undervalued, temporarily out-of-favor securities such as turnaround situations, companies selling below their intrinsic worth and stocks that may be overlooked by Wall Street. We believe a diversified portfolio of such securities will, over time, provide superior long term performance while reducing market volatility.
|
•
|
Intermediate/Core/Short Duration Fixed Income:
Chartwell's philosophy of investment grade fixed income management stresses security selection, preservation of principal, and compounding of the income stream as keys to consistently adding value in the bond market. We focus our research efforts in the corporate sector of the market. Because the return potential of any bond tends to be asymmetric - with limited capital appreciation potential, but considerably greater capital loss potential - Chartwell targets high quality credits with stable-to improving profiles, rather than chasing "cheap" deteriorating credits.
|
•
|
Core Plus Fixed Income:
With flexibility to adjust to each client’s specific guidelines, Chartwell’s Core Plus product invests across both the U.S. Investment Grade and High Yield markets. By strategically expanding our credit-driven, valued-based opportunity set, the Core Plus product allows a client’s portfolio to take advantage of Chartwell’s broad ranging corporate bond expertise and to benefit from the potential for increased income, total return and diversification.
|
•
|
High Yield Fixed Income:
Chartwell's philosophy of high yield bond management stresses preservation of principal and compounding of the income stream as keys to adding value in the high yield bond market. We focus on the higher quality tiers of the market, which offer an attractive yield premium but a lower incidence of credit erosion relative to the market as a whole.
|
•
|
Short Duration BB-Rated High Yield Fixed Income:
Chartwell's philosophy of high yield bond management stresses preservation of principal and compounding of the income stream as keys to adding value in the high yield bond market. Again, our focus is on the higher quality tiers of the market, which offer an attractive yield premium but a lower incidence of credit erosion relative to the market as a whole. We focus on duration of less than three years with maximum maturities of five years.
|
•
|
Conservative Allocation:
The Conservative Allocation strategy is managed utilizing Chartwell’s value-oriented security selection process and includes the Berwyn Income Fund as one of its main products. While the majority of funds managed under this strategy are invested in bonds, it may invest up to 30% of its assets in dividend-paying common stocks. The fund’s balanced, income-oriented approach we believe may afford a greater level of price stability than an all equity portfolio.
|
(Dollars in thousands)
|
December 31, 2016
|
Percent of
Assets Under Management |
|||
Equity investment styles:
|
|
|
|||
Small cap value
|
$
|
1,533,000
|
|
19.0
|
%
|
Mid cap value
|
197,000
|
|
2.5
|
%
|
|
Small cap growth
|
474,000
|
|
5.9
|
%
|
|
Mid cap growth
|
382,000
|
|
4.7
|
%
|
|
SMID cap growth
|
81,000
|
|
1.0
|
%
|
|
U.S. small cap
|
55,000
|
|
0.7
|
%
|
|
Dividend value
|
380,000
|
|
4.7
|
%
|
|
Covered call
|
305,000
|
|
3.8
|
%
|
|
Micro cap value
|
257,000
|
|
3.2
|
%
|
|
Fixed income investment styles:
|
|
|
|||
Intermediate/core/short duration fixed income
|
888,000
|
|
11.0
|
%
|
|
Core plus fixed income
|
315,000
|
|
3.9
|
%
|
|
High yield fixed income
|
86,000
|
|
1.1
|
%
|
|
Short duration BB-rated high yield fixed income
|
1,264,000
|
|
15.7
|
%
|
|
Balanced investment styles:
|
|
|
|||
Conservative allocation
|
1,838,000
|
|
22.8
|
%
|
|
Total assets under management
|
$
|
8,055,000
|
|
100.0
|
%
|
•
|
established the Consumer Financial Protection Bureau;
|
•
|
established the Financial Stability Oversight Council;
|
•
|
changed the assessment base for federal deposit insurance;
|
•
|
required the FDIC to make its capital requirements for insured depository institutions countercyclical, so that capital requirements increase in times of economic expansion and decrease in times of economic contraction;
|
•
|
required bank holding companies and banks to be “well capitalized” and “well managed” in order to acquire banks located outside of their home state and required any bank holding company electing to be treated as a financial holding company to be “well capitalized” and “well managed”;
|
•
|
directed the Federal Reserve to establish interchange fees for debit cards under a “reasonable and proportional cost” per transaction standard;
|
•
|
increased regulation of consumer protections regarding mortgage originations, including originator compensation, minimum repayment standards, and prepayment consideration;
|
•
|
established the Volcker Rule to restrict proprietary trading and ownership of certain funds by banks; and
|
•
|
repealed the federal prohibition on the payment of interest on demand deposits, thereby permitting depository institutions to pay interest on business transaction and other accounts.
|
•
|
4.0% tier 1 leverage ratio;
|
•
|
minimum CET 1 risk-based capital ratio of 7.0%;
|
•
|
minimum tier 1 risk-based capital ratio of 8.5%; and
|
•
|
minimum total risk-based capital ratio to 10.5%.
|
•
|
a formula-based approach referred to as the collateral haircut approach to determine the risk weight of eligible margin loans collateralized by liquid and readily marketable debt or equity securities, where the collateral is marked to fair value daily, and the transaction is subject to daily margin maintenance requirements;
|
•
|
consistent with the prior risk-based capital rules, assigning exposures secured by single family residential properties to either a 50% risk weight for first-lien mortgages that meet prudential underwriting standards or a 100% risk weight category for all other mortgages;
|
•
|
providing for a 20% credit conversion factor for the unused portion of a commitment with an original maturity of one year or less that is not unconditionally cancellable (previously set at 0%);
|
•
|
assigning a 150% risk weight to all exposures that are non-accrual or 90 days or more past due (previously set at 100%), except for those secured by single family residential properties, which will be assigned a 100% risk weight, consistent with the prior risk-based capital rules;
|
•
|
applying a 150% risk weight instead of a 100% risk weight for certain high volatility commercial real estate acquisition, development and construction loans;
|
•
|
applying a 250% risk weight (beginning January 1, 2018) to the portion of mortgage servicing rights and deferred tax assets arising from temporary differences that could not be realized through net operating loss carrybacks that are not deducted from CET 1 capital (previously set at 100%); and
|
•
|
the option to use a formula-based approach referred to as the simplified supervisory formula approach to determine the risk weight of various securitization tranches in addition to the previous “gross-up” method (replacing the credit ratings approach for certain securitization).
|
•
|
our ability to build and maintain long-term customer relationships while ensuring high ethical standards and safe and sound business practices;
|
•
|
the scope, relevance, performance and pricing of products and services that we offer;
|
•
|
customer satisfaction with our products and services;
|
•
|
industry and general economic trends; and
|
•
|
our ability to keep pace with technological advances and to invest in new technology.
|
•
|
incurring time and expense associated with identifying and evaluating potential investments or acquisitions and negotiating potential transactions, resulting in our attention being diverted from the operation of our existing business;
|
•
|
the limited experience of our management team in working together on certain acquisitions and related integration activities that could be undertaken;
|
•
|
the time, expense and difficulty of integrating the operations and personnel and standards, procedures and policies of the combined businesses;
|
•
|
an inability to realize expected synergies or returns on investment;
|
•
|
potential disruption of our ongoing banking business; and
|
•
|
a loss of key employees or key customers following an investment or acquisition.
|
•
|
actual or anticipated fluctuations in our operating results, financial condition or asset quality;
|
•
|
changes in economic or business conditions;
|
•
|
the effects of, and changes in, trade, monetary and fiscal policies, including the interest rate policies of the Federal Reserve;
|
•
|
publication of research reports about us, our competitors, or the financial services industry generally, or changes in, or failure to meet, securities analysts’ estimates of our financial and operating performance, or lack of research reports by industry analysts or ceasing of coverage;
|
•
|
operating and stock price performance of companies that investors deemed comparable to us;
|
•
|
additional or anticipated sales of our common stock or other securities by us or our existing shareholders;
|
•
|
additions or departures of key personnel;
|
•
|
perceptions in the marketplace regarding our competitors and/or us;
|
•
|
significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving our competitors or us;
|
•
|
other economic, competitive, governmental, regulatory and technological factors affecting our operations, pricing, products and services; and
|
•
|
other news, announcements or disclosures (whether by us or others) related to us, our competitors, our core market or the financial services industry.
|
•
|
empower our board of directors, without shareholder approval, to issue our preferred stock, the terms of which, including voting power, are set by our board of directors;
|
•
|
divide our board of directors into four classes serving staggered four-year terms;
|
•
|
eliminate cumulative voting in elections of directors;
|
•
|
require the request of holders of at least 10% of the outstanding shares of our capital stock entitled to vote at a meeting to call a special shareholders’ meeting;
|
•
|
require at least 60 days’ advance notice of nominations by shareholders for the election of directors and the presentation of shareholder proposals at meetings of shareholders; and
|
•
|
require prior regulatory application and approval of any transaction involving control of our organization.
|
|
Total Number
of Shares
Purchased
|
|
Weighted
Average
Price Paid
per Share
|
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs*
|
|
Approximate Dollar Value
of Shares that May
Yet Be Purchased
Under the Plans or
Programs*
|
||||||
October 1, 2016 - October 31, 2016
|
—
|
|
|
$
|
—
|
|
—
|
|
|
$
|
5,470,774
|
|
November 1, 2016 - November 30, 2016
|
15,454
|
|
|
19.53
|
|
15,454
|
|
|
4,483,039
|
|
||
December 1, 2016 - December 31, 2016
|
25,000
|
|
|
20.56
|
|
25,000
|
|
|
3,675,099
|
|
||
Total
|
40,454
|
|
|
$
|
20.17
|
|
40,454
|
|
|
$
|
3,675,099
|
|
*
|
In January 2016, the Company announced that its Board of Directors had approved a share repurchase program authorizing the Company to repurchase up to $10 million of its common stock from time to time on the open market or in privately negotiated transactions. In October 2016, the Company announced that its Board of Directors had approved an additional share repurchase program of up to $5 million. The Board subsequently authorized the Company to utilize some of the $15 million allocated to these share repurchase programs to cancel options granted by the Company to purchase shares of its common stock that expire in 2017 all of which have an exercise price of $10 per share. In accordance with that authorization, in addition to the shares purchased as described in the above table, the Company and holders of options that expire in 2017 agreed to cancel options as set forth in the table below. The approximate dollar value of shares that may yet be purchased under the share repurchase program in the above table has been reduced by the amount expended in connection with the option cancellations.
|
|
Total Number
of Shares
Subject to Canceled Options
|
|
Weighted
Average
Price Paid
per Option Canceled
|
|
|
|
|||
October 1, 2016 - October 31, 2016
|
—
|
|
|
$
|
—
|
|
|
|
|
November 1, 2016 - November 30, 2016
|
86,000
|
|
|
7.97
|
|
|
|
|
|
December 1, 2016 - December 31, 2016
|
27,000
|
|
|
10.89
|
|
|
|
|
|
Total
|
113,000
|
|
|
$
|
8.67
|
|
|
|
|
|
As of and for the Years Ended December 31,
|
||||||||||||||
(Dollars in thousands)
|
2016
|
2015
|
2014
|
2013
|
2012
|
||||||||||
Period-end balance sheet data:
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
103,994
|
|
$
|
96,676
|
|
$
|
105,710
|
|
$
|
146,558
|
|
$
|
200,080
|
|
Total investment securities
|
238,473
|
|
225,411
|
|
211,893
|
|
230,180
|
|
193,613
|
|
|||||
Loans held-for-investment
|
3,401,054
|
|
2,841,284
|
|
2,400,052
|
|
1,860,775
|
|
1,641,628
|
|
|||||
Allowance for loan losses
|
(18,762
|
)
|
(17,974
|
)
|
(20,273
|
)
|
(18,996
|
)
|
(17,874
|
)
|
|||||
Loans held-for-investment, net
|
3,382,292
|
|
2,823,310
|
|
2,379,779
|
|
1,841,779
|
|
1,623,754
|
|
|||||
Goodwill and other intangibles, net
|
67,209
|
|
50,816
|
|
52,374
|
|
—
|
|
—
|
|
|||||
Other assets
|
138,489
|
|
105,958
|
|
96,207
|
|
71,992
|
|
55,682
|
|
|||||
Total assets
|
$
|
3,930,457
|
|
$
|
3,302,171
|
|
$
|
2,845,963
|
|
$
|
2,290,509
|
|
$
|
2,073,129
|
|
|
|
|
|
|
|
||||||||||
Deposits
|
$
|
3,286,779
|
|
$
|
2,689,844
|
|
$
|
2,336,953
|
|
$
|
1,961,705
|
|
$
|
1,823,379
|
|
Borrowings, net
|
239,510
|
|
254,308
|
|
164,106
|
|
20,000
|
|
20,000
|
|
|||||
Other liabilities
|
52,361
|
|
32,042
|
|
39,514
|
|
14,859
|
|
12,026
|
|
|||||
Total liabilities
|
3,578,650
|
|
2,976,194
|
|
2,540,573
|
|
1,996,564
|
|
1,855,405
|
|
|||||
Preferred stock - Series C (convertible)
|
—
|
|
—
|
|
—
|
|
—
|
|
46,011
|
|
|||||
Common shareholders' equity
|
351,807
|
|
325,977
|
|
305,390
|
|
293,945
|
|
171,713
|
|
|||||
Total shareholders' equity
|
351,807
|
|
325,977
|
|
305,390
|
|
293,945
|
|
217,724
|
|
|||||
Total liabilities and shareholders' equity
|
$
|
3,930,457
|
|
$
|
3,302,171
|
|
$
|
2,845,963
|
|
$
|
2,290,509
|
|
$
|
2,073,129
|
|
|
|
|
|
|
|
||||||||||
Income statement data:
|
|
|
|
|
|
||||||||||
Interest income
|
$
|
98,312
|
|
$
|
83,596
|
|
$
|
78,085
|
|
$
|
72,870
|
|
$
|
71,037
|
|
Interest expense
|
23,499
|
|
15,643
|
|
12,251
|
|
11,067
|
|
13,674
|
|
|||||
Net interest income
|
74,813
|
|
67,953
|
|
65,834
|
|
61,803
|
|
57,363
|
|
|||||
Provision for loan losses
|
838
|
|
13
|
|
10,159
|
|
8,187
|
|
8,185
|
|
|||||
Net interest income after provision for loan losses
|
73,975
|
|
67,940
|
|
55,675
|
|
53,616
|
|
49,178
|
|
|||||
Non-interest income:
|
|
|
|
|
|
||||||||||
Investment management fees
|
37,035
|
|
29,618
|
|
25,062
|
|
—
|
|
—
|
|
|||||
Net gain on the sale and call of investment securities
|
77
|
|
33
|
|
1,428
|
|
797
|
|
1,114
|
|
|||||
Other non-interest income
|
9,396
|
|
5,832
|
|
5,059
|
|
4,982
|
|
5,082
|
|
|||||
Total non-interest income
|
46,508
|
|
35,483
|
|
31,549
|
|
5,779
|
|
6,196
|
|
|||||
Non-interest expense:
|
|
|
|
|
|
||||||||||
Intangible amortization expense
|
1,753
|
|
1,558
|
|
1,299
|
|
—
|
|
—
|
|
|||||
Change in fair value of acquisition earn out
|
(3,687
|
)
|
—
|
|
1,614
|
|
—
|
|
—
|
|
|||||
Other non-interest expense
|
80,728
|
|
68,485
|
|
61,414
|
|
40,815
|
|
37,865
|
|
|||||
Non-interest expense
|
78,794
|
|
70,043
|
|
64,327
|
|
40,815
|
|
37,865
|
|
|||||
Income before tax
|
41,689
|
|
33,380
|
|
22,897
|
|
18,580
|
|
17,509
|
|
|||||
Income tax expense
|
13,048
|
|
10,892
|
|
6,969
|
|
5,713
|
|
6,837
|
|
|||||
Net income
|
$
|
28,641
|
|
$
|
22,488
|
|
$
|
15,928
|
|
$
|
12,867
|
|
$
|
10,672
|
|
Preferred stock dividends and discount amortization on Series A and B
|
—
|
|
—
|
|
—
|
|
—
|
|
1,525
|
|
|||||
Net income available to common shareholders
|
$
|
28,641
|
|
$
|
22,488
|
|
$
|
15,928
|
|
$
|
12,867
|
|
$
|
9,147
|
|
|
As of and for the Years Ended December 31,
|
||||||||||||||
(Dollars in thousands, except per share data)
|
2016
|
2015
|
2014
|
2013
|
2012
|
||||||||||
Per share and share data:
|
|
|
|
|
|
||||||||||
Earnings per share:
|
|
|
|
|
|
||||||||||
Basic
|
$
|
1.04
|
|
$
|
0.81
|
|
$
|
0.56
|
|
$
|
0.49
|
|
$
|
0.47
|
|
Diluted
|
$
|
1.01
|
|
$
|
0.80
|
|
$
|
0.55
|
|
$
|
0.48
|
|
$
|
0.47
|
|
Book value per common share
|
$
|
12.38
|
|
$
|
11.62
|
|
$
|
10.88
|
|
$
|
10.25
|
|
$
|
9.84
|
|
Book value per share with preferred converted to common
(1)
|
$
|
12.38
|
|
$
|
11.62
|
|
$
|
10.88
|
|
$
|
10.25
|
|
$
|
9.75
|
|
Tangible book value per share with preferred converted to common
(1)
|
$
|
10.02
|
|
$
|
9.81
|
|
$
|
9.02
|
|
$
|
10.25
|
|
$
|
9.75
|
|
Common shares outstanding, at end of period
|
28,415,654
|
|
28,056,195
|
|
28,060,888
|
|
28,690,279
|
|
17,444,730
|
|
|||||
Common shares outstanding with preferred converted to common, at end of period
(1)
|
28,415,654
|
|
28,056,195
|
|
28,060,888
|
|
28,690,279
|
|
22,322,779
|
|
|||||
Weighted average common shares outstanding:
|
|
|
|
|
|
||||||||||
Basic
|
27,593,725
|
|
27,771,345
|
|
28,628,631
|
|
24,589,811
|
|
17,394,491
|
|
|||||
Diluted
|
28,359,152
|
|
28,237,453
|
|
29,017,906
|
|
26,743,023
|
|
19,358,624
|
|
|||||
|
|
|
|
|
|
||||||||||
Performance ratios:
|
|
|
|
|
|
||||||||||
Return on average assets
|
0.81
|
%
|
0.74
|
%
|
0.61
|
%
|
0.59
|
%
|
0.55
|
%
|
|||||
Return on average equity
|
8.48
|
%
|
7.13
|
%
|
5.25
|
%
|
4.84
|
%
|
5.24
|
%
|
|||||
Net interest margin
(2)
|
2.23
|
%
|
2.36
|
%
|
2.62
|
%
|
2.92
|
%
|
2.99
|
%
|
|||||
Bank efficiency ratio
(1)
|
61.17
|
%
|
62.30
|
%
|
59.93
|
%
|
59.98
|
%
|
60.61
|
%
|
|||||
Efficiency ratio
(1)
|
66.29
|
%
|
65.65
|
%
|
63.96
|
%
|
59.84
|
%
|
60.64
|
%
|
|||||
Non-interest expense to average assets
|
2.23
|
%
|
2.32
|
%
|
2.44
|
%
|
1.88
|
%
|
1.94
|
%
|
|||||
|
|
|
|
|
|
||||||||||
Asset quality:
|
|
|
|
|
|
||||||||||
Non-performing loans
|
$
|
17,790
|
|
$
|
16,660
|
|
$
|
30,232
|
|
$
|
20,293
|
|
$
|
22,483
|
|
Non-performing assets
|
$
|
21,968
|
|
$
|
18,390
|
|
$
|
31,602
|
|
$
|
21,706
|
|
$
|
22,773
|
|
Other real estate owned
|
$
|
4,178
|
|
$
|
1,730
|
|
$
|
1,370
|
|
$
|
1,413
|
|
$
|
290
|
|
Non-performing assets to total assets
|
0.56
|
%
|
0.56
|
%
|
1.11
|
%
|
0.95
|
%
|
1.10
|
%
|
|||||
Non-performing loans to total loans
|
0.52
|
%
|
0.59
|
%
|
1.26
|
%
|
1.09
|
%
|
1.37
|
%
|
|||||
Allowance for loan losses to loans
|
0.55
|
%
|
0.63
|
%
|
0.84
|
%
|
1.02
|
%
|
1.09
|
%
|
|||||
Allowance for loan losses to non-performing loans
|
105.46
|
%
|
107.89
|
%
|
67.06
|
%
|
93.61
|
%
|
79.50
|
%
|
|||||
Net charge-offs
|
$
|
50
|
|
$
|
2,312
|
|
$
|
8,882
|
|
$
|
7,065
|
|
$
|
6,661
|
|
Net charge-offs to average total loans
|
—
|
%
|
0.09
|
%
|
0.41
|
%
|
0.41
|
%
|
0.43
|
%
|
|||||
|
|
|
|
|
|
||||||||||
Revenue:
|
|
|
|
|
|
||||||||||
Total revenue
(1)
|
$
|
121,244
|
|
$
|
103,403
|
|
$
|
95,955
|
|
$
|
66,785
|
|
$
|
62,445
|
|
Pre-tax, pre-provision net revenue
(1)
|
$
|
42,450
|
|
$
|
33,360
|
|
$
|
31,628
|
|
$
|
25,970
|
|
$
|
24,580
|
|
|
|
|
|
|
|
||||||||||
Capital ratios:
|
|
|
|
|
|
||||||||||
Average equity to average assets
|
9.56
|
%
|
10.43
|
%
|
11.53
|
%
|
12.23
|
%
|
10.44
|
%
|
|||||
Tier 1 leverage ratio
|
7.90
|
%
|
9.05
|
%
|
9.21
|
%
|
13.12
|
%
|
10.35
|
%
|
|||||
Comment equity tier 1 risk-based capital ratio
|
11.49
|
%
|
12.20
|
%
|
N/A
|
|
N/A
|
|
N/A
|
|
|||||
Tier 1 risk-based capital ratio
|
11.49
|
%
|
12.20
|
%
|
9.24
|
%
|
13.45
|
%
|
10.95
|
%
|
|||||
Total risk-based capital ratio
|
12.66
|
%
|
13.88
|
%
|
11.02
|
%
|
14.34
|
%
|
11.88
|
%
|
|||||
|
|
|
|
|
|
||||||||||
Assets under management
|
$
|
8,055,000
|
|
$
|
8,005,000
|
|
$
|
7,714,000
|
|
$
|
—
|
|
$
|
—
|
|
|
|
|
|
|
|
(1)
|
These measures are not measures recognized under GAAP and are therefore considered to be non-GAAP financial measures. See “
Non-GAAP Financial Measures
” for a reconciliation of these measures to their most directly comparable GAAP measures.
|
(2)
|
Net interest margin is calculated on a fully taxable equivalent basis.
|
|
December 31,
|
||||||||||||||
(Dollars in thousands, except per share data)
|
2016
|
2015
|
2014
|
2013
|
2012
|
||||||||||
Book value per share with preferred converted to common:
|
|
|
|
|
|
||||||||||
Common shareholders' equity
|
$
|
351,807
|
|
$
|
325,977
|
|
$
|
305,390
|
|
$
|
293,945
|
|
$
|
171,713
|
|
Preferred stock (convertible)
|
—
|
|
—
|
|
—
|
|
—
|
|
46,011
|
|
|||||
Total common shareholders' equity and preferred stock, Series C
|
$
|
351,807
|
|
$
|
325,977
|
|
$
|
305,390
|
|
$
|
293,945
|
|
$
|
217,724
|
|
Preferred shares outstanding
|
—
|
|
—
|
|
—
|
|
—
|
|
48,780.488
|
|
|||||
Conversion factor
|
—
|
|
—
|
|
—
|
|
—
|
|
100
|
|
|||||
Preferred shares converted to common shares outstanding
|
—
|
|
—
|
|
—
|
|
—
|
|
4,878,049
|
|
|||||
Common shares outstanding
|
28,415,654
|
|
28,056,195
|
|
28,060,888
|
|
28,690,279
|
|
17,444,730
|
|
|||||
Common shares with preferred shares converted to common
|
28,415,654
|
|
28,056,195
|
|
28,060,888
|
|
28,690,279
|
|
22,322,779
|
|
|||||
Book value per share with preferred converted to common
|
$
|
12.38
|
|
$
|
11.62
|
|
$
|
10.88
|
|
$
|
10.25
|
|
$
|
9.75
|
|
|
|
|
|
|
|
||||||||||
Tangible book value per share with preferred converted to common:
|
|
|
|
|
|
||||||||||
Total common shareholders' equity and preferred stock, Series C
|
$
|
351,807
|
|
$
|
325,977
|
|
$
|
305,390
|
|
$
|
293,945
|
|
$
|
217,724
|
|
Less: intangible assets
|
67,209
|
|
50,816
|
|
52,374
|
|
—
|
|
—
|
|
|||||
Tangible common equity
|
$
|
284,598
|
|
$
|
275,161
|
|
$
|
253,016
|
|
$
|
293,945
|
|
$
|
217,724
|
|
Common shares with preferred shares converted to common
|
28,415,654
|
|
28,056,195
|
|
28,060,888
|
|
28,690,279
|
|
22,322,779
|
|
|||||
Tangible book value per share with preferred converted to common
|
$
|
10.02
|
|
$
|
9.81
|
|
$
|
9.02
|
|
$
|
10.25
|
|
$
|
9.75
|
|
|
Years Ended December 31,
|
||||||||||||||
(Dollars in thousands)
|
2016
|
2015
|
2014
|
2013
|
2012
|
||||||||||
Pre-tax, pre-provision net revenue:
|
|
|
|
|
|
||||||||||
Net interest income
|
$
|
74,813
|
|
$
|
67,953
|
|
$
|
65,834
|
|
$
|
61,803
|
|
$
|
57,363
|
|
Total non-interest income
|
46,508
|
|
35,483
|
|
31,549
|
|
5,779
|
|
6,196
|
|
|||||
Less: net gain on the sale and call of investment securities
|
77
|
|
33
|
|
1,428
|
|
797
|
|
1,114
|
|
|||||
Total revenue
|
121,244
|
|
103,403
|
|
95,955
|
|
66,785
|
|
62,445
|
|
|||||
Less: total non-interest expense
|
78,794
|
|
70,043
|
|
64,327
|
|
40,815
|
|
37,865
|
|
|||||
Pre-tax, pre-provision net revenue
|
$
|
42,450
|
|
$
|
33,360
|
|
$
|
31,628
|
|
$
|
25,970
|
|
$
|
24,580
|
|
|
|
|
|
|
|
||||||||||
Efficiency ratio:
|
|
|
|
|
|
||||||||||
Total non-interest expense
|
$
|
78,794
|
|
$
|
70,043
|
|
$
|
64,327
|
|
$
|
40,815
|
|
$
|
37,865
|
|
Plus: change in fair value of acquisition earn out
|
3,687
|
|
—
|
|
(1,614
|
)
|
—
|
|
—
|
|
|||||
Less: acquisition related items
|
352
|
|
601
|
|
45
|
|
854
|
|
—
|
|
|||||
Less: intangible amortization expense
|
1,753
|
|
1,558
|
|
1,299
|
|
—
|
|
—
|
|
|||||
Total non-interest expense, as adjusted (numerator)
|
$
|
80,376
|
|
$
|
67,884
|
|
$
|
61,369
|
|
$
|
39,961
|
|
$
|
37,865
|
|
Total revenue (denominator)
|
$
|
121,244
|
|
$
|
103,403
|
|
$
|
95,955
|
|
$
|
66,785
|
|
$
|
62,445
|
|
Efficiency ratio
|
66.29
|
%
|
65.65
|
%
|
63.96
|
%
|
59.84
|
%
|
60.64
|
%
|
|||||
|
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||||||
(Dollars in thousands)
|
2016
|
2015
|
2014
|
2013
|
2012
|
||||||||||
Bank pre-tax, pre-provision net revenue:
|
|
|
|
|
|
||||||||||
Net interest income
|
$
|
76,727
|
|
$
|
69,899
|
|
$
|
66,841
|
|
$
|
61,611
|
|
$
|
57,363
|
|
Total non-interest income
|
9,470
|
|
5,873
|
|
6,449
|
|
5,779
|
|
6,196
|
|
|||||
Less: net gain on the sale and call of investment securities
|
77
|
|
33
|
|
1,428
|
|
797
|
|
1,114
|
|
|||||
Total revenue
|
86,120
|
|
75,739
|
|
71,862
|
|
66,593
|
|
62,445
|
|
|||||
Less: total non-interest expense
|
52,676
|
|
47,186
|
|
43,115
|
|
40,795
|
|
37,847
|
|
|||||
Pre-tax, pre-provision net revenue
|
$
|
33,444
|
|
$
|
28,553
|
|
$
|
28,747
|
|
$
|
25,798
|
|
$
|
24,598
|
|
|
|
|
|
|
|
||||||||||
Bank efficiency ratio:
|
|
|
|
|
|
||||||||||
Total non-interest expense
|
$
|
52,676
|
|
$
|
47,186
|
|
$
|
43,115
|
|
$
|
40,795
|
|
$
|
37,847
|
|
Less: acquisition related items
|
—
|
|
—
|
|
45
|
|
854
|
|
—
|
|
|||||
Total non-interest expense, as adjusted (numerator)
|
$
|
52,676
|
|
$
|
47,186
|
|
$
|
43,070
|
|
$
|
39,941
|
|
$
|
37,847
|
|
Total revenue (denominator)
|
$
|
86,120
|
|
$
|
75,739
|
|
$
|
71,862
|
|
$
|
66,593
|
|
$
|
62,445
|
|
Bank efficiency ratio
|
61.17
|
%
|
62.30
|
%
|
59.93
|
%
|
59.98
|
%
|
60.61
|
%
|
|||||
|
|
|
|
|
|
•
|
Deterioration of our asset quality;
|
•
|
Our ability to prudently manage our growth and execute our strategy;
|
•
|
Changes in the value of collateral securing our loans;
|
•
|
Business and economic conditions generally and in the financial services industry, nationally and within our local market area;
|
•
|
Changes in management personnel;
|
•
|
Our ability to maintain important deposit customer relationships, our reputation and otherwise avoid liquidity risks;
|
•
|
Our ability to provide investment management performance competitive with our peers and benchmarks;
|
•
|
Operational risks associated with our business;
|
•
|
Volatility and direction of market interest rates;
|
•
|
Increased competition in the financial services industry, particularly from regional and national institutions;
|
•
|
Changes in the laws, rules, regulations, interpretations or policies relating to financial institutions, accounting, tax, trade, monetary and fiscal matters;
|
•
|
Further government intervention in the U.S. financial system;
|
•
|
Natural disasters and adverse weather, acts of terrorism, an outbreak of hostilities or other international or domestic calamities, and other matters beyond our control; and
|
•
|
Other factors that are discussed in the section entitled “
Risk Factors
,” in Part I - Item 1A.
|
|
Years Ended December 31,
|
||||||||
(Dollars in thousands)
|
2016
|
2015
|
2014
|
||||||
Interest income
|
$
|
98,312
|
|
$
|
83,596
|
|
$
|
78,085
|
|
Fully taxable equivalent adjustment
|
264
|
|
260
|
|
235
|
|
|||
Interest income adjusted
|
98,576
|
|
83,856
|
|
78,320
|
|
|||
Less: interest expense
|
23,499
|
|
15,643
|
|
12,251
|
|
|||
Net interest income adjusted
|
$
|
75,077
|
|
$
|
68,213
|
|
$
|
66,069
|
|
|
|
|
|
||||||
Yield on earning assets
|
2.92
|
%
|
2.90
|
%
|
3.10
|
%
|
|||
Cost of interest-bearing liabilities
|
0.79
|
%
|
0.62
|
%
|
0.57
|
%
|
|||
Net interest spread
|
2.13
|
%
|
2.28
|
%
|
2.53
|
%
|
|||
Net interest margin
(1)
|
2.23
|
%
|
2.36
|
%
|
2.62
|
%
|
|||
|
|
|
|
(1)
|
Net interest margin is calculated on a fully taxable equivalent basis.
|
|
Years Ended December 31,
|
|||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||||||||
(Dollars in thousands)
|
Average
Balance |
Interest Income
(1)
/
Expense |
Average
Yield/ Rate |
|
Average
Balance |
Interest Income
(1)
/
Expense |
Average
Yield/ Rate |
|
Average
Balance |
Interest Income
(1)
/
Expense |
Average
Yield/ Rate |
|||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest-earning deposits
|
$
|
110,455
|
|
$
|
595
|
|
0.54
|
%
|
|
$
|
102,240
|
|
$
|
363
|
|
0.36
|
%
|
|
$
|
155,241
|
|
$
|
525
|
|
0.34
|
%
|
Federal funds sold
|
6,116
|
|
22
|
|
0.36
|
%
|
|
6,168
|
|
6
|
|
0.10
|
%
|
|
7,495
|
|
4
|
|
0.05
|
%
|
||||||
Investment securities available-for-sale
|
180,460
|
|
3,234
|
|
1.79
|
%
|
|
164,701
|
|
2,201
|
|
1.34
|
%
|
|
174,285
|
|
2,167
|
|
1.24
|
%
|
||||||
Investment securities held-to-maturity
|
48,357
|
|
1,958
|
|
4.05
|
%
|
|
42,117
|
|
1,651
|
|
3.92
|
%
|
|
33,989
|
|
1,173
|
|
3.45
|
%
|
||||||
Investment securities trading
|
—
|
|
—
|
|
—
|
%
|
|
41
|
|
1
|
|
2.44
|
%
|
|
—
|
|
—
|
|
—
|
%
|
||||||
FHLB stock
|
10,363
|
|
494
|
|
4.77
|
%
|
|
5,796
|
|
389
|
|
6.71
|
%
|
|
5,613
|
|
172
|
|
3.06
|
%
|
||||||
Total loans
|
3,014,645
|
|
92,273
|
|
3.06
|
%
|
|
2,570,200
|
|
79,245
|
|
3.08
|
%
|
|
2,145,870
|
|
74,279
|
|
3.46
|
%
|
||||||
Total interest-earning assets
|
3,370,396
|
|
98,576
|
|
2.92
|
%
|
|
2,891,263
|
|
83,856
|
|
2.90
|
%
|
|
2,522,493
|
|
78,320
|
|
3.10
|
%
|
||||||
Other assets
|
161,054
|
|
|
|
|
132,506
|
|
|
|
|
108,794
|
|
|
|
||||||||||||
Total assets
|
$
|
3,531,450
|
|
|
|
|
$
|
3,023,769
|
|
|
|
|
$
|
2,631,287
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Liabilities and Shareholders' Equity
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest-bearing deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest-bearing checking accounts
|
$
|
171,431
|
|
$
|
813
|
|
0.47
|
%
|
|
$
|
107,292
|
|
$
|
439
|
|
0.41
|
%
|
|
$
|
68,114
|
|
$
|
229
|
|
0.34
|
%
|
Money market deposit accounts
|
1,676,455
|
|
11,376
|
|
0.68
|
%
|
|
1,367,584
|
|
5,687
|
|
0.42
|
%
|
|
1,096,347
|
|
4,228
|
|
0.39
|
%
|
||||||
Certificates of deposit
|
874,615
|
|
7,618
|
|
0.87
|
%
|
|
898,336
|
|
6,762
|
|
0.75
|
%
|
|
880,513
|
|
6,154
|
|
0.70
|
%
|
||||||
Borrowings:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
FHLB borrowings
|
228,934
|
|
1,477
|
|
0.65
|
%
|
|
120,425
|
|
540
|
|
0.45
|
%
|
|
98,370
|
|
373
|
|
0.38
|
%
|
||||||
Subordinated notes payable, net
|
34,402
|
|
2,215
|
|
6.44
|
%
|
|
34,199
|
|
2,215
|
|
6.48
|
%
|
|
19,512
|
|
1,267
|
|
6.49
|
%
|
||||||
Total interest-bearing liabilities
|
2,985,837
|
|
23,499
|
|
0.79
|
%
|
|
2,527,836
|
|
15,643
|
|
0.62
|
%
|
|
2,162,856
|
|
12,251
|
|
0.57
|
%
|
||||||
Noninterest-bearing deposits
|
170,573
|
|
|
|
|
149,567
|
|
|
|
|
133,733
|
|
|
|
||||||||||||
Other liabilities
|
37,441
|
|
|
|
|
30,917
|
|
|
|
|
31,288
|
|
|
|
||||||||||||
Shareholders' equity
|
337,599
|
|
|
|
|
315,449
|
|
|
|
|
303,410
|
|
|
|
||||||||||||
Total liabilities and shareholders' equity
|
$
|
3,531,450
|
|
|
|
|
$
|
3,023,769
|
|
|
|
|
$
|
2,631,287
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net interest income
(1)
|
|
$
|
75,077
|
|
|
|
|
$
|
68,213
|
|
|
|
|
$
|
66,069
|
|
|
|||||||||
Net interest spread
|
|
|
2.13
|
%
|
|
|
|
2.28
|
%
|
|
|
|
2.53
|
%
|
||||||||||||
Net interest margin
(1)
|
|
|
2.23
|
%
|
|
|
|
2.36
|
%
|
|
|
|
2.62
|
%
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Net interest income and net interest margin are calculated on a fully taxable equivalent basis.
|
|
Years Ended December 31,
|
||||||||||
|
2016 over 2015
|
||||||||||
(Dollars in thousands)
|
Yield/Rate
|
|
Volume
|
|
Change
(1)
|
||||||
Increase (decrease) in:
|
|
|
|
|
|
||||||
Interest income:
|
|
|
|
|
|
||||||
Interest-earning deposits
|
$
|
201
|
|
|
$
|
31
|
|
|
$
|
232
|
|
Federal funds sold
|
16
|
|
|
—
|
|
|
16
|
|
|||
Investment securities available-for-sale
|
805
|
|
|
228
|
|
|
1,033
|
|
|||
Investment securities held-to-maturity
|
52
|
|
|
255
|
|
|
307
|
|
|||
Investment securities trading
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||
FHLB stock
|
(138
|
)
|
|
243
|
|
|
105
|
|
|||
Total loans
|
(788
|
)
|
|
13,816
|
|
|
13,028
|
|
|||
Total increase in interest income
|
148
|
|
|
14,572
|
|
|
14,720
|
|
|||
Interest expense:
|
|
|
|
|
|
||||||
Interest-bearing deposits:
|
|
|
|
|
|
||||||
Interest-bearing checking accounts
|
77
|
|
|
297
|
|
|
374
|
|
|||
Money market deposit accounts
|
4,183
|
|
|
1,506
|
|
|
5,689
|
|
|||
Certificates of deposit
|
1,036
|
|
|
(180
|
)
|
|
856
|
|
|||
Borrowings:
|
|
|
|
|
|
||||||
FHLB borrowings
|
305
|
|
|
632
|
|
|
937
|
|
|||
Subordinated notes payable, net
|
(16
|
)
|
|
16
|
|
|
—
|
|
|||
Total increase in interest expense
|
5,585
|
|
|
2,271
|
|
|
7,856
|
|
|||
Total increase (decrease) in net interest income
|
$
|
(5,437
|
)
|
|
$
|
12,301
|
|
|
$
|
6,864
|
|
(1)
|
The change in interest income and expense due to change in composition and applicable yields and rates has been allocated to volume and rate changes in proportion to the relationship of the absolute dollar amounts of the change in each.
|
|
Years Ended December 31,
|
||||||||||
|
2015 over 2014
|
||||||||||
(Dollars in thousands)
|
Yield/Rate
|
|
Volume
|
|
Change
(1)
|
||||||
Increase (decrease) in:
|
|
|
|
|
|
||||||
Interest income:
|
|
|
|
|
|
||||||
Interest-earning deposits
|
$
|
25
|
|
|
$
|
(187
|
)
|
|
$
|
(162
|
)
|
Federal funds sold
|
3
|
|
|
(1
|
)
|
|
2
|
|
|||
Investment securities available-for-sale
|
157
|
|
|
(123
|
)
|
|
34
|
|
|||
Investment securities held-to-maturity
|
173
|
|
|
305
|
|
|
478
|
|
|||
Investment securities trading
|
—
|
|
|
1
|
|
|
1
|
|
|||
FHLB stock
|
211
|
|
|
6
|
|
|
217
|
|
|||
Total loans
|
(8,688
|
)
|
|
13,654
|
|
|
4,966
|
|
|||
Total increase (decrease) in interest income
|
(8,119
|
)
|
|
13,655
|
|
|
5,536
|
|
|||
Interest expense:
|
|
|
|
|
|
||||||
Interest-bearing deposits:
|
|
|
|
|
|
||||||
Interest-bearing checking accounts
|
58
|
|
|
152
|
|
|
210
|
|
|||
Money market deposit accounts
|
351
|
|
|
1,108
|
|
|
1,459
|
|
|||
Certificates of deposit
|
481
|
|
|
127
|
|
|
608
|
|
|||
Borrowings:
|
|
|
|
|
|
||||||
FHLB borrowings
|
75
|
|
|
92
|
|
|
167
|
|
|||
Subordinated notes payable, net
|
(3
|
)
|
|
951
|
|
|
948
|
|
|||
Total increase in interest expense
|
962
|
|
|
2,430
|
|
|
3,392
|
|
|||
Total increase (decrease) in net interest income
|
$
|
(9,081
|
)
|
|
$
|
11,225
|
|
|
$
|
2,144
|
|
(1)
|
The change in interest income and expense due to change in composition and applicable yields and rates has been allocated to volume and rate changes in proportion to the relationship of the absolute dollar amounts of the change in each.
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
||||||||||||||||||||||
|
|
Investment
|
Parent
|
|
|
|
Investment
|
Parent
|
|
||||||||||||||||
(Dollars in thousands)
|
Bank
|
Management
|
and Other
|
Consolidated
|
|
Bank
|
Management
|
and Other
|
Consolidated
|
||||||||||||||||
Investment management fees
|
$
|
—
|
|
$
|
37,258
|
|
$
|
(223
|
)
|
$
|
37,035
|
|
|
$
|
—
|
|
$
|
29,814
|
|
$
|
(196
|
)
|
$
|
29,618
|
|
Service charges
|
504
|
|
—
|
|
—
|
|
504
|
|
|
647
|
|
—
|
|
—
|
|
647
|
|
||||||||
Net gain on the sale and call of investment securities
|
77
|
|
—
|
|
—
|
|
77
|
|
|
33
|
|
—
|
|
—
|
|
33
|
|
||||||||
Swap fees
|
4,384
|
|
—
|
|
—
|
|
4,384
|
|
|
1,551
|
|
—
|
|
—
|
|
1,551
|
|
||||||||
Commitment and other fees
|
2,029
|
|
—
|
|
—
|
|
2,029
|
|
|
2,022
|
|
—
|
|
—
|
|
2,022
|
|
||||||||
Unrealized net gain (loss) on swaps
|
570
|
|
—
|
|
—
|
|
570
|
|
|
(161
|
)
|
—
|
|
—
|
|
(161
|
)
|
||||||||
Bank owned life insurance income
|
1,796
|
|
—
|
|
—
|
|
1,796
|
|
|
1,696
|
|
—
|
|
—
|
|
1,696
|
|
||||||||
Other income
|
110
|
|
3
|
|
—
|
|
113
|
|
|
85
|
|
(8
|
)
|
—
|
|
77
|
|
||||||||
Total non-interest income
|
$
|
9,470
|
|
$
|
37,261
|
|
$
|
(223
|
)
|
$
|
46,508
|
|
|
$
|
5,873
|
|
$
|
29,806
|
|
$
|
(196
|
)
|
$
|
35,483
|
|
•
|
Swap fees increased
$2.8 million
for the
year ended December 31, 2016
, compared to
2015
, driven by increases in customer demand for long-term interest rate protection. The level and frequency of income associated with swap transactions can vary materially from period to period, based on customers’ expectations of market conditions.
|
•
|
The unrealized net gain on swaps was
$731,000
higher for the
year ended December 31, 2016
, compared to
2015
,
driven by fluctuations in interest rates.
|
•
|
Investment management fees
increased
$7.4 million
for the
year ended December 31, 2016
, as compared to
2015
, driven primarily by the additional
eight
months of revenue provided by the operations of TKG, which was acquired at the end of April 2016. Assets under management of
$8.06 billion
as of
December 31, 2016
,
increased
$50.0 million
from
December 31, 2015
, primarily due to the TKG acquisition offset by the previously disclosed conclusion of a sub-advisory relationship announced in the fourth quarter of 2016.
|
|
Year Ended December 31, 2015
|
|
Year Ended December 31, 2014
|
||||||||||||||||||||||
|
|
Investment
|
Parent
|
|
|
|
Investment
|
Parent
|
|
||||||||||||||||
(Dollars in thousands)
|
Bank
|
Management
|
and Other
|
Consolidated
|
|
Bank
|
Management
|
and Other
|
Consolidated
|
||||||||||||||||
Investment management fees
|
$
|
—
|
|
$
|
29,814
|
|
$
|
(196
|
)
|
$
|
29,618
|
|
|
$
|
—
|
|
$
|
25,219
|
|
$
|
(157
|
)
|
$
|
25,062
|
|
Service charges
|
647
|
|
—
|
|
—
|
|
647
|
|
|
604
|
|
—
|
|
—
|
|
604
|
|
||||||||
Net gain on the sale and call of investment securities
|
33
|
|
—
|
|
—
|
|
33
|
|
|
1,428
|
|
—
|
|
—
|
|
1,428
|
|
||||||||
Swap fees
|
1,551
|
|
—
|
|
—
|
|
1,551
|
|
|
1,178
|
|
—
|
|
—
|
|
1,178
|
|
||||||||
Commitment and other fees
|
2,022
|
|
—
|
|
—
|
|
2,022
|
|
|
2,045
|
|
—
|
|
—
|
|
2,045
|
|
||||||||
Unrealized net loss on swaps
|
(161
|
)
|
—
|
|
—
|
|
(161
|
)
|
|
(420
|
)
|
—
|
|
—
|
|
(420
|
)
|
||||||||
Bank owned life insurance income
|
1,696
|
|
—
|
|
—
|
|
1,696
|
|
|
1,441
|
|
—
|
|
—
|
|
1,441
|
|
||||||||
Other income
|
85
|
|
(8
|
)
|
—
|
|
77
|
|
|
173
|
|
38
|
|
—
|
|
211
|
|
||||||||
Total non-interest income
|
$
|
5,873
|
|
$
|
29,806
|
|
$
|
(196
|
)
|
$
|
35,483
|
|
|
$
|
6,449
|
|
$
|
25,257
|
|
$
|
(157
|
)
|
$
|
31,549
|
|
•
|
Net gain on the sale and call of investment securities was $33,000 for the
year ended December 31, 2015
, compared to $1.4 million for the same period in
2014
.
|
•
|
Swap fees increased $373,000 for the
year ended December 31, 2015
, compared to
2014
, driven by fluctuations in customer demand for long-term interest rate protection. The level and frequency of income associated with swap transactions can vary materially from period to period, based on customers’ expectations of market conditions.
|
•
|
The unrealized loss on swaps was $259,000 lower for the
year ended December 31, 2015
, compared to
2014,
driven by fluctuations in interest rates.
|
•
|
The income on bank owned life insurance increased $255,000 for the
year ended December 31, 2015
, compared to
2014
, as a result of an increase in our investment in this product.
|
•
|
Other income decreased $88,000 for the
year ended December 31, 2015
, compared to
2014
, primarily due to lower gain on the sale of loans.
|
•
|
Investment management fees were $29.8 million for the
year ended December 31, 2015, which represents 12 months of revenue for Chartwell, as compared to $25.2 million for the year ended December 31, 2014, which represented only 10 months of revenue for Chartwell. Assets under management of $8.01 billion as of December 31, 2015, increased $291.0 million from December 31, 2014.
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
||||||||||||||||||||||
|
|
Investment
|
Parent
|
|
|
|
Investment
|
Parent
|
|
||||||||||||||||
(Dollars in thousands)
|
Bank
|
Management
|
and Other
|
Consolidated
|
|
Bank
|
Management
|
and Other
|
Consolidated
|
||||||||||||||||
Compensation and employee benefits
|
$
|
32,247
|
|
$
|
22,275
|
|
$
|
—
|
|
$
|
54,522
|
|
|
$
|
29,237
|
|
$
|
16,899
|
|
$
|
—
|
|
$
|
46,136
|
|
Premises and occupancy costs
|
3,859
|
|
1,006
|
|
—
|
|
4,865
|
|
|
3,774
|
|
775
|
|
—
|
|
4,549
|
|
||||||||
Professional fees
|
2,928
|
|
1,060
|
|
(138
|
)
|
3,850
|
|
|
3,027
|
|
914
|
|
(202
|
)
|
3,739
|
|
||||||||
FDIC insurance expense
|
3,058
|
|
—
|
|
—
|
|
3,058
|
|
|
1,988
|
|
—
|
|
—
|
|
1,988
|
|
||||||||
General insurance expense
|
745
|
|
292
|
|
—
|
|
1,037
|
|
|
871
|
|
195
|
|
—
|
|
1,066
|
|
||||||||
State capital shares tax
|
1,394
|
|
—
|
|
—
|
|
1,394
|
|
|
1,081
|
|
—
|
|
—
|
|
1,081
|
|
||||||||
Travel and entertainment expense
|
2,233
|
|
829
|
|
—
|
|
3,062
|
|
|
1,902
|
|
859
|
|
—
|
|
2,761
|
|
||||||||
Data processing expense
|
1,153
|
|
—
|
|
—
|
|
1,153
|
|
|
1,073
|
|
—
|
|
—
|
|
1,073
|
|
||||||||
Charitable contributions
|
957
|
|
39
|
|
—
|
|
996
|
|
|
975
|
|
46
|
|
—
|
|
1,021
|
|
||||||||
Intangible amortization expense
|
—
|
|
1,753
|
|
—
|
|
1,753
|
|
|
—
|
|
1,558
|
|
—
|
|
1,558
|
|
||||||||
Change in fair value of acquisition earn out
|
—
|
|
(3,687
|
)
|
—
|
|
(3,687
|
)
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Other operating expenses
(1)
|
4,102
|
|
2,404
|
|
285
|
|
6,791
|
|
|
3,258
|
|
1,715
|
|
98
|
|
5,071
|
|
||||||||
Total non-interest expense
|
$
|
52,676
|
|
$
|
25,971
|
|
$
|
147
|
|
$
|
78,794
|
|
|
$
|
47,186
|
|
$
|
22,961
|
|
$
|
(104
|
)
|
$
|
70,043
|
|
Full-time equivalent employees
(2)
|
156
|
|
68
|
|
—
|
|
224
|
|
|
139
|
|
53
|
|
—
|
|
192
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
(1)
|
Other operating expenses include such items as investor relations, investment management fees, telephone, marketing, loan-related expenses, employee-related expenses and other general operating expenses.
|
(2)
|
Full-time equivalent employees shown are as of the end of the period presented.
|
•
|
Compensation and employee benefits of the Bank segment for the
year ended December 31, 2016
,
increased
by
$3.0 million
, compared to
2015
, primarily due to an increase in the number of full-time equivalent employees, increases in the overall annual wage and benefits costs of our existing employees, and increases in incentive and stock
-based compensation
expenses.
|
•
|
FDIC insurance expense for the
year ended December 31, 2016
,
increased
by
$1.1 million
, compared to
2015
, due to the increase in assets and to the change in the FDIC assessment methodology effective in the third quarter of 2016.
|
•
|
Other operating expenses for the
year ended December 31, 2016
,
increased
by
$844,000
compared to
2015
, primarily related to
$223,000
of higher marketing expenses,
$341,000
of higher costs related to servicing our private banking margin loans, and
$113,000
of higher provision for unfunded commitments.
|
•
|
There was a decrease to the fair value of the TKG acquisition earn out of
$3.7 million
for the
year ended December 31, 2016
, based on
management’s final determination of the annualized run-rate EBITDA of TKG at December 31, 2016. For additional information, refer to N
ote
2
,
Business Combinations
, to our consolidated financial statements.
|
•
|
Excluding the earn out adjustment,
Chartwell’s non-interest expenses for the
year ended December 31, 2016
, increased by
$6.7 million
, compared to the same period in
2015
, primarily due to
$4.9 million
of
eight
months of additional expenses contributed by the operations of TKG, which was acquired at the end of April 2016
. In addition, Chartwell’s compensation expenses were higher by
$1.7 million
for the
year ended December 31, 2016
, primarily due to an increase in the number of full-time equivalent employees, increases in the overall annual wage and benefits costs of our existing employees, and an increase in stock-based
compensation
expense.
|
|
Year Ended December 31, 2015
|
|
Year Ended December 31, 2014
|
||||||||||||||||||||||
|
|
Investment
|
Parent
|
|
|
|
Investment
|
Parent
|
|
||||||||||||||||
(Dollars in thousands)
|
Bank
|
Management
|
and Other
|
Consolidated
|
|
Bank
|
Management
|
and Other
|
Consolidated
|
||||||||||||||||
Compensation and employee benefits
|
$
|
29,237
|
|
$
|
16,899
|
|
$
|
—
|
|
$
|
46,136
|
|
|
$
|
25,807
|
|
$
|
15,241
|
|
$
|
—
|
|
$
|
41,048
|
|
Premises and occupancy costs
|
3,774
|
|
775
|
|
—
|
|
4,549
|
|
|
3,312
|
|
619
|
|
—
|
|
3,931
|
|
||||||||
Professional fees
|
3,027
|
|
914
|
|
(202
|
)
|
3,739
|
|
|
3,234
|
|
306
|
|
(109
|
)
|
3,431
|
|
||||||||
FDIC insurance expense
|
1,988
|
|
—
|
|
—
|
|
1,988
|
|
|
1,928
|
|
—
|
|
—
|
|
1,928
|
|
||||||||
General insurance expense
|
871
|
|
195
|
|
—
|
|
1,066
|
|
|
1,001
|
|
164
|
|
—
|
|
1,165
|
|
||||||||
State capital shares tax
|
1,081
|
|
—
|
|
—
|
|
1,081
|
|
|
1,043
|
|
—
|
|
—
|
|
1,043
|
|
||||||||
Travel and entertainment expense
|
1,902
|
|
859
|
|
—
|
|
2,761
|
|
|
1,829
|
|
575
|
|
—
|
|
2,404
|
|
||||||||
Data processing expense
|
1,073
|
|
—
|
|
—
|
|
1,073
|
|
|
922
|
|
—
|
|
—
|
|
922
|
|
||||||||
Charitable contributions
|
975
|
|
46
|
|
—
|
|
1,021
|
|
|
1,102
|
|
49
|
|
—
|
|
1,151
|
|
||||||||
Intangible amortization expense
|
—
|
|
1,558
|
|
—
|
|
1,558
|
|
|
—
|
|
1,299
|
|
—
|
|
1,299
|
|
||||||||
Change in fair value of acquisition earn out
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
1,614
|
|
—
|
|
1,614
|
|
||||||||
Other operating expenses
(1)
|
3,258
|
|
1,715
|
|
98
|
|
5,071
|
|
|
2,937
|
|
1,384
|
|
70
|
|
4,391
|
|
||||||||
Total non-interest expense
|
$
|
47,186
|
|
$
|
22,961
|
|
$
|
(104
|
)
|
$
|
70,043
|
|
|
$
|
43,115
|
|
$
|
21,251
|
|
$
|
(39
|
)
|
$
|
64,327
|
|
Full-time equivalent employees
(2)
|
139
|
|
53
|
|
—
|
|
192
|
|
|
133
|
|
49
|
|
—
|
|
182
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
(1)
|
Other operating expenses include such items as investor relations, investment management fees, telephone, marketing, loan-related expenses, employee-related expenses and other general operating expenses.
|
(2)
|
Full-time equivalent employees shown are as of the end of the period presented.
|
•
|
Compensation and employee benefits of the Bank segment for the
year ended December 31, 2015
, increased by $3.4 million, compared to the same period in
2014
, primarily due to higher incentive compensation expenses as a result of higher net income for the Bank segment as compared to 2014. In addition, the
year ended December 31, 2015
, had an increase in the number of full-time equivalent employees, increases in the overall annual wage and benefits costs of our existing employees and an increase in stock-based compensation expenses.
|
•
|
Premise and occupancy costs increased $462,000 for the
year ended December 31, 2015, compared to the same period in 2014, primarily due to increase in rent expense and depreciation related to the expansion of the Pittsburgh office and the new lease for the New York City office.
|
•
|
Professional fees decreased $207,000 for the
year ended December 31, 2015
, as compared to the same period in
2014
, due to lower legal and compliance fees.
|
•
|
Data processing expense increased by $151,000 for the
year ended December 31, 2015, as compared to the same period in 2014, largely due to increased processing fees related to increased customer levels.
|
•
|
Other operating expenses for the
year ended December 31, 2015
, increased by $321,000 compared to the same period in
2014
, primarily related to $113,000 of higher marketing expenses and $313,000 of higher costs related to servicing our private banking margin loans, offset by $118,000 of lower loan-related expenses.
|
•
|
For the year ended December 31,
2014
, non-interest expense
for the Investment Management segment
included the $1.6 million acquisition earn out expense related to a one-time charge which
was accrued and expensed in the fourth quarter of 2014 based upon the 2014 results for Chartwell.
|
•
|
Chartwell’s non
-interest expense, excluding the earn out adjustment, increased by $3.3 million for the year ended December 31, 2015, to $23.0 million which represented 12 months of Chartwell’s expenses as compared to $19.6 million in 2014, excluding the earn out, which represented only 10 months of expenses.
|
◦
|
Compensation expenses
for the
year ended December 31, 2015, are lower by approximately $1.4 million as compared to the same period in 2014 on an annualized basis, due to lower management fees driven by market depreciation.
|
◦
|
The increase in professional fees
for the
year ended December 31, 2015, are due to $601,000 in acquisition related expenses associated with the TKG transaction.
|
|
December 31,
|
||||||||||||||
(Dollars in thousands)
|
2016
|
2015
|
2014
|
2013
|
2012
|
||||||||||
Private banking loans
|
$
|
1,735,928
|
|
$
|
1,344,864
|
|
$
|
989,302
|
|
$
|
569,346
|
|
$
|
435,882
|
|
Middle-market banking loans:
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
587,423
|
|
634,232
|
|
677,493
|
|
739,041
|
|
752,047
|
|
|||||
Commercial real estate
|
1,077,703
|
|
862,188
|
|
733,257
|
|
552,388
|
|
453,699
|
|
|||||
Total middle-market banking loans
|
1,665,126
|
|
1,496,420
|
|
1,410,750
|
|
1,291,429
|
|
1,205,746
|
|
|||||
Loans held-for-investment
|
$
|
3,401,054
|
|
$
|
2,841,284
|
|
$
|
2,400,052
|
|
$
|
1,860,775
|
|
$
|
1,641,628
|
|
|
December 31,
|
||||||||
(Dollars in thousands)
|
2016
|
2015
|
2014
|
||||||
Private banking loans:
|
|
|
|
||||||
Secured by cash and marketable securities
|
$
|
1,584,373
|
|
$
|
1,180,717
|
|
$
|
803,453
|
|
Secured by real estate
|
110,476
|
|
134,785
|
|
161,568
|
|
|||
Other
|
41,079
|
|
29,362
|
|
24,281
|
|
|||
Total private banking loans
|
$
|
1,735,928
|
|
$
|
1,344,864
|
|
$
|
989,302
|
|
|
December 31, 2016
|
|||||||||||
(Dollars in thousands)
|
One Year
or Less |
One to
Five Years |
Greater Than
Five Years |
Total
|
||||||||
Loan maturity:
|
|
|
|
|
||||||||
Private banking
|
$
|
1,606,719
|
|
$
|
78,173
|
|
$
|
51,036
|
|
$
|
1,735,928
|
|
Commercial and industrial
|
139,109
|
|
376,584
|
|
71,730
|
|
587,423
|
|
||||
Commercial real estate
|
164,766
|
|
550,102
|
|
362,835
|
|
1,077,703
|
|
||||
Loans held-for-investment
|
$
|
1,910,594
|
|
$
|
1,004,859
|
|
$
|
485,601
|
|
$
|
3,401,054
|
|
|
|
|
|
|
||||||||
Interest rate sensitivity:
|
|
|
|
|
||||||||
Fixed interest rates
|
$
|
107,076
|
|
$
|
158,837
|
|
$
|
121,423
|
|
$
|
387,336
|
|
Floating or adjustable interest rates
|
1,803,518
|
|
846,022
|
|
364,178
|
|
3,013,718
|
|
||||
Loans held-for-investment
|
$
|
1,910,594
|
|
$
|
1,004,859
|
|
$
|
485,601
|
|
$
|
3,401,054
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||
(Dollars in thousands)
|
Number of Relationships
|
Commitment
(based on availability) |
Outstanding Balance
|
|
Number of Relationships
|
Commitment
(based on availability) |
Outstanding Balance
|
||||||||
Large credit relationships:
|
|
|
|
|
|
|
|
||||||||
>$25 million
|
1
|
$
|
25,827
|
|
$
|
10,317
|
|
|
1
|
$
|
40,958
|
|
$
|
18,569
|
|
>$20 million to $25 million
|
7
|
$
|
158,158
|
|
$
|
130,745
|
|
|
6
|
$
|
139,583
|
|
$
|
106,760
|
|
>$15 million to $20 million
|
7
|
$
|
122,316
|
|
$
|
103,492
|
|
|
5
|
$
|
82,823
|
|
$
|
74,955
|
|
>$10 million to $15 million
|
31
|
$
|
383,853
|
|
$
|
285,167
|
|
|
29
|
$
|
367,392
|
|
$
|
270,707
|
|
|
December 31,
|
||||||||||||||
(Dollars in thousands)
|
2016
|
2015
|
2014
|
2013
|
2012
|
||||||||||
General reserves
|
$
|
11,823
|
|
$
|
13,429
|
|
$
|
14,690
|
|
$
|
13,524
|
|
$
|
13,440
|
|
Specific reserves
|
6,939
|
|
4,545
|
|
5,583
|
|
5,472
|
|
4,434
|
|
|||||
Total allowance for loan losses
|
$
|
18,762
|
|
$
|
17,974
|
|
$
|
20,273
|
|
$
|
18,996
|
|
$
|
17,874
|
|
Allowance for loan losses to loans
|
0.55
|
%
|
0.63
|
%
|
0.84
|
%
|
1.02
|
%
|
1.09
|
%
|
|
December 31, 2016
|
|
December 31, 2015
|
|
December 31, 2014
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||||||||||
(Dollars in thousands)
|
Reserve
|
Percent of
Loans |
|
Reserve
|
Percent of
Loans |
|
Reserve
|
Percent of
Loans |
|
Reserve
|
Percent of
Loans |
|
Reserve
|
Percent of
Loans |
|||||||||||||||
Private banking
|
$
|
1,424
|
|
51.0
|
%
|
|
$
|
1,566
|
|
47.3
|
%
|
|
$
|
2,017
|
|
41.2
|
%
|
|
$
|
2,011
|
|
30.6
|
%
|
|
$
|
2,804
|
|
26.6
|
%
|
Commercial and industrial
|
12,326
|
|
17.3
|
%
|
|
11,064
|
|
22.4
|
%
|
|
13,501
|
|
28.2
|
%
|
|
11,881
|
|
39.7
|
%
|
|
9,950
|
|
45.8
|
%
|
|||||
Commercial real estate
|
5,012
|
|
31.7
|
%
|
|
5,344
|
|
30.3
|
%
|
|
4,755
|
|
30.6
|
%
|
|
5,104
|
|
29.7
|
%
|
|
5,120
|
|
27.6
|
%
|
|||||
Total allowance for loan losses
|
$
|
18,762
|
|
100.0
|
%
|
|
$
|
17,974
|
|
100.0
|
%
|
|
$
|
20,273
|
|
100.0
|
%
|
|
$
|
18,996
|
|
100.0
|
%
|
|
$
|
17,874
|
|
100.0
|
%
|
|
Years Ended December 31,
|
||||||||||||||
(Dollars in thousands)
|
2016
|
2015
|
2014
|
2013
|
2012
|
||||||||||
Beginning balance
|
$
|
17,974
|
|
$
|
20,273
|
|
$
|
18,996
|
|
$
|
17,874
|
|
$
|
16,350
|
|
Charge-offs:
|
|
|
|
|
|
||||||||||
Private banking
|
—
|
|
—
|
|
—
|
|
(13
|
)
|
(999
|
)
|
|||||
Commercial and industrial
|
(4,258
|
)
|
(3,353
|
)
|
(9,521
|
)
|
(5,508
|
)
|
(3,000
|
)
|
|||||
Commercial real estate
|
—
|
|
—
|
|
—
|
|
(1,936
|
)
|
(2,868
|
)
|
|||||
Total charge-offs
|
(4,258
|
)
|
(3,353
|
)
|
(9,521
|
)
|
(7,457
|
)
|
(6,867
|
)
|
|||||
Recoveries:
|
|
|
|
|
|
||||||||||
Private banking
|
—
|
|
13
|
|
94
|
|
—
|
|
—
|
|
|||||
Commercial and industrial
|
797
|
|
1,028
|
|
545
|
|
114
|
|
206
|
|
|||||
Commercial real estate
|
3,411
|
|
—
|
|
—
|
|
278
|
|
—
|
|
|||||
Total recoveries
|
4,208
|
|
1,041
|
|
639
|
|
392
|
|
206
|
|
|||||
Net charge-offs
|
(50
|
)
|
(2,312
|
)
|
(8,882
|
)
|
(7,065
|
)
|
(6,661
|
)
|
|||||
Provision for loan losses
|
838
|
|
13
|
|
10,159
|
|
8,187
|
|
8,185
|
|
|||||
Ending balance
|
$
|
18,762
|
|
$
|
17,974
|
|
$
|
20,273
|
|
$
|
18,996
|
|
$
|
17,874
|
|
|
|
|
|
|
|
||||||||||
Net loan charge-offs to average total loans
|
—
|
%
|
0.09
|
%
|
0.41
|
%
|
0.41
|
%
|
0.43
|
%
|
|||||
Provision for loan losses to average total loans
|
0.03
|
%
|
—
|
%
|
0.47
|
%
|
0.47
|
%
|
0.53
|
%
|
|
December 31,
|
||||||||||||||
(Dollars in thousands)
|
2016
|
2015
|
2014
|
2013
|
2012
|
||||||||||
Non-performing loans:
|
|
|
|
|
|
||||||||||
Private banking
|
$
|
517
|
|
$
|
1,948
|
|
$
|
2,069
|
|
$
|
1,119
|
|
$
|
947
|
|
Commercial and industrial
|
17,273
|
|
11,800
|
|
24,665
|
|
15,676
|
|
14,732
|
|
|||||
Commercial real estate
|
—
|
|
2,912
|
|
3,498
|
|
3,498
|
|
6,804
|
|
|||||
Total non-performing loans
|
17,790
|
|
16,660
|
|
30,232
|
|
20,293
|
|
22,483
|
|
|||||
Other real estate owned
|
4,178
|
|
1,730
|
|
1,370
|
|
1,413
|
|
290
|
|
|||||
Total non-performing assets
|
$
|
21,968
|
|
$
|
18,390
|
|
$
|
31,602
|
|
$
|
21,706
|
|
$
|
22,773
|
|
|
|
|
|
|
|
||||||||||
Non-performing troubled debt restructured loans
(1)
|
$
|
17,273
|
|
$
|
12,894
|
|
$
|
14,107
|
|
$
|
13,021
|
|
$
|
4,210
|
|
Performing troubled debt restructured loans
|
$
|
471
|
|
$
|
510
|
|
$
|
528
|
|
$
|
527
|
|
$
|
253
|
|
Non-performing loans to total loans
|
0.52
|
%
|
0.59
|
%
|
1.26
|
%
|
1.09
|
%
|
1.37
|
%
|
|||||
Allowance for loan losses to non-performing loans
|
105.46
|
%
|
107.89
|
%
|
67.06
|
%
|
93.61
|
%
|
79.50
|
%
|
|||||
Non-performing assets to total assets
|
0.56
|
%
|
0.56
|
%
|
1.11
|
%
|
0.95
|
%
|
1.10
|
%
|
|||||
|
|
|
|
|
|
(1)
|
Included in total non-performing loans.
|
|
December 31, 2016
|
|||||||||||
(Dollars in thousands)
|
Amortized
Cost |
Gross Unrealized
Appreciation |
Gross Unrealized
Depreciation |
Estimated
Fair Value |
||||||||
Investment securities available-for-sale:
|
|
|
|
|
||||||||
Corporate bonds
|
$
|
53,902
|
|
$
|
164
|
|
$
|
21
|
|
$
|
54,045
|
|
Trust preferred securities
|
17,711
|
|
159
|
|
72
|
|
17,798
|
|
||||
Non-agency mortgage-backed securities
|
5,750
|
|
14
|
|
—
|
|
5,764
|
|
||||
Non-agency collateralized loan obligations
|
16,234
|
|
—
|
|
54
|
|
16,180
|
|
||||
Agency collateralized mortgage obligations
|
44,051
|
|
49
|
|
279
|
|
43,821
|
|
||||
Agency mortgage-backed securities
|
24,107
|
|
240
|
|
198
|
|
24,149
|
|
||||
Agency debentures
|
4,760
|
|
23
|
|
—
|
|
4,783
|
|
||||
Equity securities
|
8,643
|
|
—
|
|
291
|
|
8,352
|
|
||||
Total investment securities available-for-sale
|
175,158
|
|
649
|
|
915
|
|
174,892
|
|
||||
Investment securities held-to-maturity:
|
|
|
|
|
||||||||
Corporate bonds
|
28,693
|
|
596
|
|
30
|
|
29,259
|
|
||||
Municipal bonds
|
25,247
|
|
88
|
|
96
|
|
25,239
|
|
||||
Total investment securities held-to-maturity
|
53,940
|
|
684
|
|
126
|
|
54,498
|
|
||||
Total
|
$
|
229,098
|
|
$
|
1,333
|
|
$
|
1,041
|
|
$
|
229,390
|
|
|
December 31, 2015
|
|||||||||||
(Dollars in thousands)
|
Amortized
Cost |
Gross Unrealized
Appreciation |
Gross Unrealized
Depreciation |
Estimated
Fair Value |
||||||||
Investment securities available-for-sale:
|
|
|
|
|
||||||||
Corporate bonds
|
$
|
43,952
|
|
$
|
18
|
|
$
|
237
|
|
$
|
43,733
|
|
Trust preferred securities
|
17,579
|
|
—
|
|
978
|
|
16,601
|
|
||||
Non-agency mortgage-backed securities
|
5,756
|
|
—
|
|
13
|
|
5,743
|
|
||||
Non-agency collateralized loan obligations
|
11,843
|
|
—
|
|
132
|
|
11,711
|
|
||||
Agency collateralized mortgage obligations
|
49,544
|
|
92
|
|
265
|
|
49,371
|
|
||||
Agency mortgage-backed securities
|
28,586
|
|
270
|
|
187
|
|
28,669
|
|
||||
Agency debentures
|
4,719
|
|
13
|
|
—
|
|
4,732
|
|
||||
Equity securities
|
8,358
|
|
—
|
|
599
|
|
7,759
|
|
||||
Total investment securities available-for-sale
|
170,337
|
|
393
|
|
2,411
|
|
168,319
|
|
||||
Investment securities held-to-maturity:
|
|
|
|
|
||||||||
Corporate bonds
|
19,448
|
|
498
|
|
84
|
|
19,862
|
|
||||
Agency debentures
|
2,453
|
|
19
|
|
—
|
|
2,472
|
|
||||
Municipal bonds
|
25,389
|
|
377
|
|
1
|
|
25,765
|
|
||||
Total investment securities held-to-maturity
|
47,290
|
|
894
|
|
85
|
|
48,099
|
|
||||
Total
|
$
|
217,627
|
|
$
|
1,287
|
|
$
|
2,496
|
|
$
|
216,418
|
|
|
December 31, 2014
|
|||||||||||
(Dollars in thousands)
|
Amortized
Cost |
Gross Unrealized
Appreciation |
Gross Unrealized
Depreciation |
Estimated
Fair Value |
||||||||
Investment securities available-for-sale:
|
|
|
|
|
||||||||
Corporate bonds
|
$
|
31,833
|
|
$
|
3
|
|
$
|
168
|
|
$
|
31,668
|
|
Trust preferred securities
|
17,446
|
|
—
|
|
645
|
|
16,801
|
|
||||
Non-agency mortgage-backed securities
|
11,617
|
|
—
|
|
32
|
|
11,585
|
|
||||
Agency collateralized mortgage obligations
|
56,984
|
|
127
|
|
248
|
|
56,863
|
|
||||
Agency mortgage-backed securities
|
32,564
|
|
502
|
|
186
|
|
32,880
|
|
||||
Agency debentures
|
8,678
|
|
59
|
|
—
|
|
8,737
|
|
||||
Equity securities
|
8,110
|
|
—
|
|
72
|
|
8,038
|
|
||||
Total investment securities available-for-sale
|
$
|
167,232
|
|
$
|
691
|
|
$
|
1,351
|
|
$
|
166,572
|
|
Investment securities held-to-maturity:
|
|
|
|
|
||||||||
Corporate bonds
|
14,452
|
|
335
|
|
—
|
|
14,787
|
|
||||
Agency debentures
|
5,000
|
|
1
|
|
—
|
|
5,001
|
|
||||
Municipal bonds
|
20,139
|
|
201
|
|
15
|
|
20,325
|
|
||||
Total investment securities held-to-maturity
|
39,591
|
|
537
|
|
15
|
|
40,113
|
|
||||
Total
|
$
|
206,823
|
|
$
|
1,228
|
|
$
|
1,366
|
|
$
|
206,685
|
|
|
December 31, 2016
|
||||||||||||||||||||||||||||
|
Less Than
One Year |
|
One to
Five Years |
|
Five to
10 Years |
|
Greater Than
10 Years |
|
Total
|
||||||||||||||||||||
(Dollars in thousands)
|
Amount
|
Yield
|
|
Amount
|
Yield
|
|
Amount
|
Yield
|
|
Amount
|
Yield
|
|
Amount
|
Yield
|
|||||||||||||||
Investment securities available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Corporate bonds
|
$
|
19,494
|
|
1.79
|
%
|
|
$
|
34,551
|
|
2.10
|
%
|
|
$
|
—
|
|
—
|
%
|
|
$
|
—
|
|
—
|
%
|
|
$
|
54,045
|
|
1.99
|
%
|
Trust preferred securities
|
—
|
|
—
|
%
|
|
—
|
|
—
|
%
|
|
—
|
|
—
|
%
|
|
17,798
|
|
2.76
|
%
|
|
17,798
|
|
2.76
|
%
|
|||||
Non-agency mortgage-backed securities
|
—
|
|
—
|
%
|
|
—
|
|
—
|
%
|
|
—
|
|
—
|
%
|
|
5,764
|
|
1.67
|
%
|
|
5,764
|
|
1.67
|
%
|
|||||
Non-agency collateralized loan obligation
|
—
|
|
—
|
%
|
|
—
|
|
—
|
%
|
|
14,969
|
|
2.36
|
%
|
|
1,211
|
|
3.01
|
%
|
|
16,180
|
|
2.41
|
%
|
|||||
Agency collateralized mortgage obligations
|
—
|
|
—
|
%
|
|
1,148
|
|
1.12
|
%
|
|
—
|
|
—
|
%
|
|
42,673
|
|
1.00
|
%
|
|
43,821
|
|
1.00
|
%
|
|||||
Agency mortgage-backed securities
|
—
|
|
—
|
%
|
|
—
|
|
—
|
%
|
|
—
|
|
—
|
%
|
|
24,149
|
|
1.92
|
%
|
|
24,149
|
|
1.92
|
%
|
|||||
Agency debentures
|
—
|
|
—
|
%
|
|
—
|
|
—
|
%
|
|
4,783
|
|
2.53
|
%
|
|
—
|
|
—
|
%
|
|
4,783
|
|
2.53
|
%
|
|||||
Total debt securities available-for-sale
|
19,494
|
|
|
|
35,699
|
|
|
|
19,752
|
|
|
|
91,595
|
|
|
|
166,540
|
|
|
||||||||||
Weighted average yield
|
|
1.79
|
%
|
|
|
2.07
|
%
|
|
|
2.40
|
%
|
|
|
1.65
|
%
|
|
|
1.85
|
%
|
||||||||||
Investment securities held-to-maturity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Corporate bonds
|
—
|
|
—
|
%
|
|
5,251
|
|
6.38
|
%
|
|
24,008
|
|
5.34
|
%
|
|
—
|
|
—
|
%
|
|
29,259
|
|
5.52
|
%
|
|||||
Municipal bonds
|
—
|
|
—
|
%
|
|
11,122
|
|
2.30
|
%
|
|
13,198
|
|
2.87
|
%
|
|
919
|
|
3.55
|
%
|
|
25,239
|
|
2.65
|
%
|
|||||
Total debt securities held-to-maturity
|
—
|
|
|
|
16,373
|
|
|
|
37,206
|
|
|
|
919
|
|
|
|
54,498
|
|
|
||||||||||
Weighted average yield
|
|
—
|
%
|
|
|
3.56
|
%
|
|
|
4.46
|
%
|
|
|
3.55
|
%
|
|
|
4.17
|
%
|
||||||||||
Total debt securities
|
$
|
19,494
|
|
|
|
$
|
52,072
|
|
|
|
$
|
56,958
|
|
|
|
$
|
92,514
|
|
|
|
$
|
221,038
|
|
|
|||||
Weighted average yield
|
|
1.79
|
%
|
|
|
2.54
|
%
|
|
|
3.74
|
%
|
|
|
1.67
|
%
|
|
|
2.42
|
%
|
|
Years Ended December 31,
|
||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||||||||
(Dollars in thousands)
|
Average Amount
|
Average Rate Paid
|
|
Average Amount
|
Average Rate Paid
|
|
Average Amount
|
Average Rate Paid
|
|||||||||
Interest-bearing checking accounts
|
$
|
171,431
|
|
0.47
|
%
|
|
$
|
107,292
|
|
0.41
|
%
|
|
$
|
68,114
|
|
0.34
|
%
|
Money market deposit accounts
|
1,676,455
|
|
0.68
|
%
|
|
1,367,584
|
|
0.42
|
%
|
|
1,096,347
|
|
0.39
|
%
|
|||
Certificates of deposit
|
874,615
|
|
0.87
|
%
|
|
898,336
|
|
0.75
|
%
|
|
880,513
|
|
0.70
|
%
|
|||
Total average interest-bearing deposits
|
2,722,501
|
|
0.73
|
%
|
|
2,373,212
|
|
0.54
|
%
|
|
2,044,974
|
|
0.52
|
%
|
|||
Noninterest-bearing deposits
|
170,573
|
|
—
|
|
|
149,567
|
|
—
|
|
|
133,733
|
|
—
|
|
|||
Total average deposits
|
$
|
2,893,074
|
|
0.68
|
%
|
|
$
|
2,522,779
|
|
0.51
|
%
|
|
$
|
2,178,707
|
|
0.49
|
%
|
|
December 31,
|
||
(Dollars in thousands)
|
2016
|
||
Months to maturity:
|
|
||
Three months or less
|
$
|
283,246
|
|
Over three to six months
|
236,040
|
|
|
Over six to 12 months
|
176,722
|
|
|
Over 12 months
|
145,044
|
|
|
Total
|
$
|
841,052
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
(Dollars in thousands)
|
Amount
|
Rate
|
Maximum
Balance at Any Month End |
Average
Balance During Year |
Original
Term |
|
Amount
|
Rate
|
Maximum
Balance at Any Month End |
Average
Balance During Year |
Original
Term |
||||||||||||
Daily FHLB borrowings
|
$
|
105,000
|
|
0.77%
|
$
|
260,000
|
|
$
|
142,664
|
|
1-4 days
|
|
$
|
170,000
|
|
0.51%
|
$
|
170,000
|
|
$
|
62,137
|
|
1-9 days
|
Term FHLB borrowings:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Issued 4/7/2014
|
—
|
|
—%
|
—
|
|
—
|
|
|
|
—
|
|
0.34%
|
25,000
|
|
6,576
|
|
12 months
|
||||||
Issued 4/7/2014
|
—
|
|
—%
|
—
|
|
—
|
|
|
|
—
|
|
0.38%
|
25,000
|
|
10,822
|
|
14 months
|
||||||
Issued 4/7/2014
|
—
|
|
—%
|
—
|
|
—
|
|
|
|
—
|
|
0.44%
|
25,000
|
|
17,123
|
|
17 months
|
||||||
Issued 5/5/2014
|
—
|
|
—%
|
—
|
|
—
|
|
|
|
—
|
|
0.33%
|
25,000
|
|
2,397
|
|
9 months
|
||||||
Issued 7/29/2015
|
—
|
|
0.61%
|
25,000
|
|
14,754
|
|
12 months
|
|
25,000
|
|
0.61%
|
25,000
|
|
10,685
|
|
12 months
|
||||||
Issued 7/29/2015
|
—
|
|
0.72%
|
25,000
|
|
20,970
|
|
15 months
|
|
25,000
|
|
0.72%
|
25,000
|
|
10,685
|
|
15 months
|
||||||
Issued 6/29/2016
|
—
|
|
0.66%
|
100,000
|
|
24,863
|
|
3 months
|
|
—
|
|
—%
|
—
|
|
—
|
|
|
||||||
Issued 9/29/2016
|
—
|
|
0.58%
|
100,000
|
|
24,863
|
|
3 months
|
|
—
|
|
—%
|
—
|
|
—
|
|
|
||||||
Issued 12/29/2016
|
100,000
|
|
0.85%
|
100,000
|
|
820
|
|
3 months
|
|
—
|
|
—%
|
—
|
|
—
|
|
|
||||||
Subordinated notes payable
|
35,000
|
|
5.75%
|
35,000
|
|
35,000
|
|
5 years
|
|
35,000
|
|
5.75%
|
35,000
|
|
35,000
|
|
5 years
|
||||||
Total borrowings outstanding
|
$
|
240,000
|
|
1.53%
|
$
|
645,000
|
|
$
|
263,934
|
|
|
|
$
|
255,000
|
|
1.26%
|
$
|
355,000
|
|
$
|
155,425
|
|
|
|
December 31, 2014
|
|
|
||||||||||||||
(Dollars in thousands)
|
Amount
|
Rate
|
Maximum
Balance at Any Month End |
Average
Balance During Year |
Original
Term |
|
|
|
|
|
|
||||||
Daily FHLB borrowings
|
$
|
30,000
|
|
0.27%
|
$
|
60,000
|
|
$
|
11,959
|
|
1-9 days
|
|
|
|
|
|
|
Term FHLB borrowings:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Issued 9/25/2012
|
—
|
|
0.42%
|
20,000
|
|
14,630
|
|
2 years
|
|
|
|
|
|
|
|||
Issued 4/7/2014
|
25,000
|
|
0.34%
|
25,000
|
|
18,425
|
|
12 months
|
|
|
|
|
|
|
|||
Issued 4/7/2014
|
25,000
|
|
0.38%
|
25,000
|
|
18,425
|
|
14 months
|
|
|
|
|
|
|
|||
Issued 4/7/2014
|
25,000
|
|
0.44%
|
25,000
|
|
18,425
|
|
17 months
|
|
|
|
|
|
|
|||
Issued 5/5/2014
|
25,000
|
|
0.33%
|
25,000
|
|
16,506
|
|
9 months
|
|
|
|
|
|
|
|||
Subordinated notes payable
|
35,000
|
|
5.75%
|
35,000
|
|
20,041
|
|
5 years
|
|
|
|
|
|
|
|||
Total borrowings outstanding
|
$
|
165,000
|
|
1.50%
|
$
|
215,000
|
|
$
|
118,411
|
|
|
|
|
|
|
|
|
|
December 31,
|
||||||||
(Dollars in thousands)
|
2016
|
2015
|
2014
|
||||||
Available cash
|
$
|
64,816
|
|
$
|
63,401
|
|
$
|
77,215
|
|
Unpledged investment securities available-for-sale
|
169,830
|
|
161,951
|
|
158,361
|
|
|||
Net borrowing capacity
|
509,906
|
|
299,057
|
|
364,205
|
|
|||
Total liquidity
|
$
|
744,552
|
|
$
|
524,409
|
|
$
|
599,781
|
|
|
December 31, 2016
|
||||||||||||||||
|
Actual
|
|
For Capital Adequacy Purposes
|
|
To be Well Capitalized Under Prompt Corrective Action Provisions
|
||||||||||||
(Dollars in thousands)
|
Amount
|
Ratio
|
|
Amount
|
Ratio
|
|
Amount
|
Ratio
|
|||||||||
Total risk-based capital ratio
|
|
|
|
|
|
|
|
|
|||||||||
Company
|
$
|
325,122
|
|
12.66
|
%
|
|
$
|
205,488
|
|
8.00
|
%
|
|
N/A
|
|
N/A
|
|
|
Bank
|
$
|
314,419
|
|
12.39
|
%
|
|
$
|
203,030
|
|
8.00
|
%
|
|
$
|
253,787
|
|
10.00
|
%
|
Tier 1 risk-based capital ratio
|
|
|
|
|
|
|
|
|
|||||||||
Company
|
$
|
295,089
|
|
11.49
|
%
|
|
$
|
154,116
|
|
6.00
|
%
|
|
N/A
|
|
N/A
|
|
|
Bank
|
$
|
298,093
|
|
11.75
|
%
|
|
$
|
152,272
|
|
6.00
|
%
|
|
$
|
203,030
|
|
8.00
|
%
|
Common equity tier 1 risk-based capital ratio
|
|
|
|
|
|
|
|
|
|||||||||
Company
|
$
|
295,089
|
|
11.49
|
%
|
|
$
|
115,587
|
|
4.50
|
%
|
|
N/A
|
|
N/A
|
|
|
Bank
|
$
|
298,093
|
|
11.75
|
%
|
|
$
|
114,204
|
|
4.50
|
%
|
|
$
|
164,962
|
|
6.50
|
%
|
Tier 1 leverage ratio
|
|
|
|
|
|
|
|
|
|||||||||
Company
|
$
|
295,089
|
|
7.90
|
%
|
|
$
|
149,369
|
|
4.00
|
%
|
|
N/A
|
|
N/A
|
|
|
Bank
|
$
|
298,093
|
|
8.04
|
%
|
|
$
|
148,252
|
|
4.00
|
%
|
|
$
|
185,316
|
|
5.00
|
%
|
|
December 31, 2015
|
||||||||||||||||
|
Actual
|
|
For Capital Adequacy Purposes
|
|
To be Well Capitalized Under Prompt Corrective Action Provisions
|
||||||||||||
(Dollars in thousands)
|
Amount
|
Ratio
|
|
Amount
|
Ratio
|
|
Amount
|
Ratio
|
|||||||||
Total risk-based capital ratio
|
|
|
|
|
|
|
|
|
|||||||||
Company
|
$
|
326,378
|
|
13.88
|
%
|
|
$
|
188,176
|
|
8.00
|
%
|
|
N/A
|
|
N/A
|
|
|
Bank
|
$
|
310,624
|
|
13.35
|
%
|
|
$
|
186,077
|
|
8.00
|
%
|
|
$
|
232,596
|
|
10.00
|
%
|
Tier 1 risk-based capital ratio
|
|
|
|
|
|
|
|
|
|||||||||
Company
|
$
|
287,072
|
|
12.20
|
%
|
|
$
|
141,132
|
|
6.00
|
%
|
|
N/A
|
|
N/A
|
|
|
Bank
|
$
|
292,234
|
|
12.56
|
%
|
|
$
|
139,558
|
|
6.00
|
%
|
|
$
|
186,077
|
|
8.00
|
%
|
Common equity tier 1 risk-based capital ratio
|
|
|
|
|
|
|
|
|
|||||||||
Company
|
$
|
287,072
|
|
12.20
|
%
|
|
$
|
105,849
|
|
4.50
|
%
|
|
N/A
|
|
N/A
|
|
|
Bank
|
$
|
292,234
|
|
12.56
|
%
|
|
$
|
104,668
|
|
4.50
|
%
|
|
$
|
151,187
|
|
6.50
|
%
|
Tier 1 leverage ratio
|
|
|
|
|
|
|
|
|
|||||||||
Company
|
$
|
287,072
|
|
9.05
|
%
|
|
$
|
126,932
|
|
4.00
|
%
|
|
N/A
|
|
N/A
|
|
|
Bank
|
$
|
292,234
|
|
9.29
|
%
|
|
$
|
125,870
|
|
4.00
|
%
|
|
$
|
157,338
|
|
5.00
|
%
|
|
December 31, 2016
|
||||||||||||||
(Dollars in thousands)
|
One Year
or Less |
One to
Three Years |
Three to
Five Years |
Greater Than
Five Years |
Total
|
||||||||||
Transaction deposits
|
$
|
2,162,692
|
|
$
|
225,225
|
|
$
|
—
|
|
$
|
—
|
|
$
|
2,387,917
|
|
Certificates of deposit
|
751,204
|
|
147,658
|
|
—
|
|
—
|
|
898,862
|
|
|||||
Borrowings outstanding
|
205,000
|
|
35,000
|
|
—
|
|
—
|
|
240,000
|
|
|||||
Interest payments on certificates of deposit and borrowings
|
9,969
|
|
7,433
|
|
—
|
|
—
|
|
17,402
|
|
|||||
Operating leases
|
2,243
|
|
4,785
|
|
3,610
|
|
1,342
|
|
11,980
|
|
|||||
Commitments for low income housing tax credits
|
3,725
|
|
9,441
|
|
155
|
|
54
|
|
13,375
|
|
|||||
Total contractual obligations
|
$
|
3,134,833
|
|
$
|
429,542
|
|
$
|
3,765
|
|
$
|
1,396
|
|
$
|
3,569,536
|
|
|
December 31, 2016
|
||||||||||||||
(Dollars in thousands)
|
One Year
or Less |
One to
Three Years |
Three to
Five Years |
Greater Than
Five Years |
Total
|
||||||||||
Unused loan commitments
|
$
|
1,408,465
|
|
$
|
155,143
|
|
$
|
83,328
|
|
$
|
24,599
|
|
$
|
1,671,535
|
|
Standby letters of credit
|
42,334
|
|
25,776
|
|
9,211
|
|
106
|
|
77,427
|
|
|||||
Total off-balance sheet arrangements
|
$
|
1,450,799
|
|
$
|
180,919
|
|
$
|
92,539
|
|
$
|
24,705
|
|
$
|
1,748,962
|
|
|
December 31, 2016
|
|
December 31, 2015
|
|||||||||
(Dollars in thousands)
|
Amount Change from
Base Case |
Percent Change from
Base Case |
ALCO
Guidelines |
|
Amount Change from
Base Case |
Percent Change from
Base Case |
||||||
Net interest income:
|
|
|
|
|
|
|
||||||
+300
|
$
|
25,570
|
|
30.48
|
%
|
-20.00%
|
|
$
|
14,120
|
|
19.25
|
%
|
+200
|
$
|
16,986
|
|
20.25
|
%
|
-15.00%
|
|
$
|
9,306
|
|
12.69
|
%
|
+100
|
$
|
8,431
|
|
10.05
|
%
|
-10.00%
|
|
$
|
4,454
|
|
6.07
|
%
|
–100
|
$
|
(3,836
|
)
|
(4.57
|
)%
|
-10.00%
|
|
$
|
140
|
|
0.19
|
%
|
|
|
|
|
|
|
|
||||||
Economic value of equity:
|
|
|
|
|
|
|
||||||
+300
|
$
|
6,027
|
|
1.82
|
%
|
+/-30.00%
|
|
$
|
(11,238
|
)
|
(3.56
|
)%
|
+200
|
$
|
4,201
|
|
1.27
|
%
|
+/-20.00%
|
|
$
|
(9,625
|
)
|
(3.05
|
)%
|
+100
|
$
|
2,095
|
|
0.63
|
%
|
+/-10.00%
|
|
$
|
(3,655
|
)
|
(1.16
|
)%
|
–100
|
$
|
(11,980
|
)
|
(3.61
|
)%
|
+/-10.00%
|
|
$
|
502
|
|
0.16
|
%
|
|
Interest Rate Sensitivity Period
|
|||||||||||||||||||||||
|
December 31, 2016
|
|||||||||||||||||||||||
(Dollars in thousands)
|
Less Than
90 Days |
91 to 180
Days |
181 to 365
Days |
One to Three
Years |
Three to Five
Years |
Greater Than Five Years
|
Non-Sensitive
|
Total Balance
|
||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest-earning deposits
|
$
|
96,244
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
96,244
|
|
Federal funds sold
|
7,567
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
7,567
|
|
||||||||
Total investment securities
|
133,821
|
|
538
|
|
5,492
|
|
43,909
|
|
14,200
|
|
41,048
|
|
(535
|
)
|
238,473
|
|
||||||||
Total loans
|
3,022,312
|
|
31,737
|
|
61,525
|
|
182,671
|
|
77,413
|
|
10,098
|
|
15,298
|
|
3,401,054
|
|
||||||||
Other assets
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
187,119
|
|
187,119
|
|
||||||||
Total assets
|
$
|
3,259,944
|
|
$
|
32,275
|
|
$
|
67,017
|
|
$
|
226,580
|
|
$
|
91,613
|
|
$
|
51,146
|
|
$
|
201,882
|
|
$
|
3,930,457
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||||||||||
Transaction deposits
|
$
|
1,836,757
|
|
$
|
43,148
|
|
$
|
52,561
|
|
$
|
225,225
|
|
$
|
—
|
|
$
|
—
|
|
$
|
230,226
|
|
$
|
2,387,917
|
|
Certificates of deposit
|
311,913
|
|
245,655
|
|
193,636
|
|
147,658
|
|
—
|
|
—
|
|
—
|
|
898,862
|
|
||||||||
Borrowings, net
|
105,000
|
|
—
|
|
—
|
|
135,000
|
|
—
|
|
—
|
|
(490
|
)
|
239,510
|
|
||||||||
Other liabilities
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
52,361
|
|
52,361
|
|
||||||||
Total liabilities
|
2,253,670
|
|
288,803
|
|
246,197
|
|
507,883
|
|
—
|
|
—
|
|
282,097
|
|
3,578,650
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||||
Equity
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
351,807
|
|
351,807
|
|
||||||||
Total liabilities and equity
|
$
|
2,253,670
|
|
$
|
288,803
|
|
$
|
246,197
|
|
$
|
507,883
|
|
$
|
—
|
|
$
|
—
|
|
$
|
633,904
|
|
$
|
3,930,457
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest rate sensitivity gap
|
$
|
1,006,274
|
|
$
|
(256,528
|
)
|
$
|
(179,180
|
)
|
$
|
(281,303
|
)
|
$
|
91,613
|
|
$
|
51,146
|
|
$
|
(432,022
|
)
|
|
||
Cumulative interest rate sensitivity gap
|
$
|
1,006,274
|
|
$
|
749,746
|
|
$
|
570,566
|
|
$
|
289,263
|
|
$
|
380,876
|
|
$
|
432,022
|
|
|
|
||||
Cumulative interest rate sensitive assets to rate sensitive liabilities
|
144.7
|
%
|
129.5
|
%
|
120.5
|
%
|
108.8
|
%
|
111.6
|
%
|
113.1
|
%
|
109.8
|
%
|
|
|||||||||
Cumulative gap to total assets
|
25.6
|
%
|
19.1
|
%
|
14.5
|
%
|
7.4
|
%
|
9.7
|
%
|
11.0
|
%
|
|
|
•
|
Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities.
|
•
|
Level 2 – Observable inputs such as quoted prices for similar assets and liabilities in active markets, quoted prices for similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.
|
•
|
Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies, and similar techniques that use significant unobservable inputs.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in thousands)
|
December 31,
2016 |
December 31,
2015 |
||||
ASSETS
|
|
|
||||
|
|
|
||||
Cash
|
$
|
183
|
|
$
|
294
|
|
Interest-earning deposits with other institutions
|
96,244
|
|
91,097
|
|
||
Federal funds sold
|
7,567
|
|
5,285
|
|
||
Cash and cash equivalents
|
103,994
|
|
96,676
|
|
||
Investment securities available-for-sale, at fair value (cost:
$175,158
and
$170,337
, respectively)
|
174,892
|
|
168,319
|
|
||
Investment securities held-to-maturity, at cost (fair value:
$54,498
and
$48,099
, respectively)
|
53,940
|
|
47,290
|
|
||
Federal Home Loan Bank stock
|
9,641
|
|
9,802
|
|
||
Total investment securities
|
238,473
|
|
225,411
|
|
||
Loans held-for-investment
|
3,401,054
|
|
2,841,284
|
|
||
Allowance for loan losses
|
(18,762
|
)
|
(17,974
|
)
|
||
Loans held-for-investment, net
|
3,382,292
|
|
2,823,310
|
|
||
Accrued interest receivable
|
9,614
|
|
7,056
|
|
||
Investment management fees receivable
|
7,749
|
|
6,191
|
|
||
Goodwill and other intangibles, net
|
67,209
|
|
50,816
|
|
||
Office properties and equipment, net
|
5,471
|
|
3,839
|
|
||
Bank owned life insurance
|
64,815
|
|
60,019
|
|
||
Deferred tax asset, net
|
7,204
|
|
12,186
|
|
||
Prepaid expenses and other assets
|
43,636
|
|
16,667
|
|
||
Total assets
|
$
|
3,930,457
|
|
$
|
3,302,171
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
||||
|
|
|
||||
Liabilities:
|
|
|
||||
Deposits
|
$
|
3,286,779
|
|
$
|
2,689,844
|
|
Borrowings, net
|
239,510
|
|
254,308
|
|
||
Accrued interest payable on deposits and borrowings
|
1,867
|
|
1,762
|
|
||
Other accrued expenses and other liabilities
|
50,494
|
|
30,280
|
|
||
Total liabilities
|
3,578,650
|
|
2,976,194
|
|
||
|
|
|
||||
Shareholders’ Equity:
|
|
|
||||
Preferred stock, no par value; Shares authorized -
150,000
, Shares issued - none
|
—
|
|
—
|
|
||
Common stock, no par value; Shares authorized -
45,000,000
;
Shares issued - 29,790,383 and 29,056,195 , respectively; Shares outstanding - 28,415,654 and 28,056,195 , respectively |
285,480
|
|
281,412
|
|
||
Additional paid-in capital
|
6,782
|
|
10,809
|
|
||
Retained earnings
|
73,744
|
|
45,103
|
|
||
Accumulated other comprehensive income (loss), net
|
830
|
|
(1,443
|
)
|
||
Treasury stock (
1,374,729
and
1,000,000
shares, respectively)
|
(15,029
|
)
|
(9,904
|
)
|
||
Total shareholders’ equity
|
351,807
|
|
325,977
|
|
||
Total liabilities and shareholders’ equity
|
$
|
3,930,457
|
|
$
|
3,302,171
|
|
|
Years Ended December 31,
|
||||||||
(Dollars in thousands, except per share data)
|
2016
|
2015
|
2014
|
||||||
|
|
|
|
||||||
Interest income:
|
|
|
|
||||||
Loans
|
$
|
92,252
|
|
$
|
79,205
|
|
$
|
74,237
|
|
Investments
|
5,443
|
|
4,022
|
|
3,319
|
|
|||
Interest-earning deposits
|
617
|
|
369
|
|
529
|
|
|||
Total interest income
|
98,312
|
|
83,596
|
|
78,085
|
|
|||
Interest expense:
|
|
|
|
||||||
Deposits
|
19,807
|
|
12,888
|
|
10,611
|
|
|||
Borrowings
|
3,692
|
|
2,755
|
|
1,640
|
|
|||
Total interest expense
|
23,499
|
|
15,643
|
|
12,251
|
|
|||
Net interest income
|
74,813
|
|
67,953
|
|
65,834
|
|
|||
Provision for loan losses
|
838
|
|
13
|
|
10,159
|
|
|||
Net interest income after provision for loan losses
|
73,975
|
|
67,940
|
|
55,675
|
|
|||
Non-interest income:
|
|
|
|
||||||
Investment management fees
|
37,035
|
|
29,618
|
|
25,062
|
|
|||
Service charges
|
504
|
|
647
|
|
604
|
|
|||
Net gain on the sale and call of investment securities
|
77
|
|
33
|
|
1,428
|
|
|||
Swap fees
|
4,384
|
|
1,551
|
|
1,178
|
|
|||
Commitment and other fees
|
2,029
|
|
2,022
|
|
2,045
|
|
|||
Unrealized net gain (loss) on swaps
|
570
|
|
(161
|
)
|
(420
|
)
|
|||
Bank owned life insurance income
|
1,796
|
|
1,696
|
|
1,441
|
|
|||
Other income
|
113
|
|
77
|
|
211
|
|
|||
Total non-interest income
|
46,508
|
|
35,483
|
|
31,549
|
|
|||
Non-interest expense:
|
|
|
|
||||||
Compensation and employee benefits
|
54,522
|
|
46,136
|
|
41,048
|
|
|||
Premises and occupancy costs
|
4,865
|
|
4,549
|
|
3,931
|
|
|||
Professional fees
|
3,850
|
|
3,739
|
|
3,431
|
|
|||
FDIC insurance expense
|
3,058
|
|
1,988
|
|
1,928
|
|
|||
General insurance expense
|
1,037
|
|
1,066
|
|
1,165
|
|
|||
State capital shares tax
|
1,394
|
|
1,081
|
|
1,043
|
|
|||
Travel and entertainment expense
|
3,062
|
|
2,761
|
|
2,404
|
|
|||
Data processing expense
|
1,153
|
|
1,073
|
|
922
|
|
|||
Charitable contributions
|
996
|
|
1,021
|
|
1,151
|
|
|||
Intangible amortization expense
|
1,753
|
|
1,558
|
|
1,299
|
|
|||
Change in fair value of acquisition earn out
|
(3,687
|
)
|
—
|
|
1,614
|
|
|||
Other operating expenses
|
6,791
|
|
5,071
|
|
4,391
|
|
|||
Total non-interest expense
|
78,794
|
|
70,043
|
|
64,327
|
|
|||
Income before tax
|
41,689
|
|
33,380
|
|
22,897
|
|
|||
Income tax expense
|
13,048
|
|
10,892
|
|
6,969
|
|
|||
Net income
|
$
|
28,641
|
|
$
|
22,488
|
|
$
|
15,928
|
|
|
|
|
|
||||||
Earnings per common share:
|
|
|
|
||||||
Basic
|
$
|
1.04
|
|
$
|
0.81
|
|
$
|
0.56
|
|
Diluted
|
$
|
1.01
|
|
$
|
0.80
|
|
$
|
0.55
|
|
|
Years Ended December 31,
|
||||||||
(Dollars in thousands)
|
2016
|
2015
|
2014
|
||||||
|
|
|
|
||||||
Net income
|
$
|
28,641
|
|
$
|
22,488
|
|
$
|
15,928
|
|
|
|
|
|
||||||
Other comprehensive income (loss):
|
|
|
|
||||||
|
|
|
|
||||||
Unrealized holding gains (losses) on investment securities, net of tax expense (benefit) of
$674
, (
$472)
and
$1,121
, respectively
|
1,166
|
|
(795
|
)
|
2,034
|
|
|||
|
|
|
|
||||||
Reclassification adjustment for gains included in net income on investment securities, net of tax expense of
(
$11)
,
(
$12)
and
(
$511)
, respectively
|
(20
|
)
|
(21
|
)
|
(917
|
)
|
|||
|
|
|
|
||||||
Unrealized holding gains on derivatives, net of tax expense of
$650 $0 and $0
, respectively
|
1,100
|
|
—
|
|
—
|
|
|||
|
|
|
|
||||||
Reclassification adjustment for losses included in net income on derivatives, net of tax benefit of
$16
, $0
and
$0
, respectively
|
27
|
|
—
|
|
—
|
|
|||
|
|
|
|
||||||
Other comprehensive income (loss)
|
2,273
|
|
(816
|
)
|
1,117
|
|
|||
|
|
|
|
||||||
Total comprehensive income
|
$
|
30,914
|
|
$
|
21,672
|
|
$
|
17,045
|
|
(Dollars in thousands)
|
Common
Stock |
Additional
Paid-in-Capital |
Retained Earnings
|
Accumulated Other Comprehensive Income (Loss), net
|
Treasury
Stock |
Total Shareholders' Equity
|
||||||||||||
Balance, December 31, 2013
|
$
|
280,531
|
|
$
|
8,471
|
|
$
|
6,687
|
|
$
|
(1,744
|
)
|
$
|
—
|
|
$
|
293,945
|
|
Net income
|
—
|
|
—
|
|
15,928
|
|
—
|
|
—
|
|
15,928
|
|
||||||
Other comprehensive income (loss)
|
—
|
|
—
|
|
—
|
|
1,117
|
|
—
|
|
1,117
|
|
||||||
Exercise of stock options
|
364
|
|
(114
|
)
|
—
|
|
—
|
|
—
|
|
250
|
|
||||||
Purchase of treasury stock
|
—
|
|
—
|
|
—
|
|
—
|
|
(6,746
|
)
|
(6,746
|
)
|
||||||
Stock-based compensation
|
—
|
|
896
|
|
—
|
|
—
|
|
—
|
|
896
|
|
||||||
Balance, December 31, 2014
|
$
|
280,895
|
|
$
|
9,253
|
|
$
|
22,615
|
|
$
|
(627
|
)
|
$
|
(6,746
|
)
|
$
|
305,390
|
|
Net income
|
—
|
|
—
|
|
22,488
|
|
—
|
|
—
|
|
22,488
|
|
||||||
Other comprehensive income (loss)
|
—
|
|
—
|
|
—
|
|
(816
|
)
|
—
|
|
(816
|
)
|
||||||
Exercise of stock options
|
517
|
|
(164
|
)
|
—
|
|
—
|
|
—
|
|
353
|
|
||||||
Purchase of treasury stock
|
—
|
|
—
|
|
—
|
|
—
|
|
(3,158
|
)
|
(3,158
|
)
|
||||||
Cancellation of stock options
|
—
|
|
(229
|
)
|
—
|
|
—
|
|
—
|
|
(229
|
)
|
||||||
Stock-based compensation
|
—
|
|
1,949
|
|
—
|
|
—
|
|
—
|
|
1,949
|
|
||||||
Balance, December 31, 2015
|
$
|
281,412
|
|
$
|
10,809
|
|
$
|
45,103
|
|
$
|
(1,443
|
)
|
$
|
(9,904
|
)
|
$
|
325,977
|
|
Net income
|
—
|
|
—
|
|
28,641
|
|
—
|
|
—
|
|
28,641
|
|
||||||
Other comprehensive income (loss)
|
—
|
|
—
|
|
—
|
|
2,273
|
|
—
|
|
2,273
|
|
||||||
Exercise of stock options
|
4,068
|
|
(1,394
|
)
|
—
|
|
—
|
|
—
|
|
2,674
|
|
||||||
Purchase of treasury stock
|
—
|
|
—
|
|
—
|
|
—
|
|
(5,125
|
)
|
(5,125
|
)
|
||||||
Cancellation of stock options
|
—
|
|
(6,200
|
)
|
—
|
|
—
|
|
—
|
|
(6,200
|
)
|
||||||
Stock-based compensation
|
—
|
|
3,567
|
|
—
|
|
—
|
|
—
|
|
3,567
|
|
||||||
Balance, December 31, 2016
|
$
|
285,480
|
|
$
|
6,782
|
|
$
|
73,744
|
|
$
|
830
|
|
$
|
(15,029
|
)
|
$
|
351,807
|
|
|
Years Ended December 31,
|
||||||||
(Dollars in thousands)
|
2016
|
2015
|
2014
|
||||||
Cash Flows from Operating Activities:
|
|
|
|
||||||
Net income
|
$
|
28,641
|
|
$
|
22,488
|
|
$
|
15,928
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||||
Depreciation and intangible amortization expense
|
3,077
|
|
2,882
|
|
2,506
|
|
|||
Amortization of deferred financing costs
|
202
|
|
203
|
|
118
|
|
|||
Provision for loan losses
|
838
|
|
13
|
|
10,159
|
|
|||
Stock-based compensation expense
|
3,567
|
|
1,949
|
|
896
|
|
|||
Net gain on the sale of investment securities available-for-sale
|
(31
|
)
|
(33
|
)
|
(1,428
|
)
|
|||
Net gain on the call of investment securities held-to-maturity
|
(46
|
)
|
—
|
|
—
|
|
|||
Income from investment securities trading
|
—
|
|
(20
|
)
|
—
|
|
|||
Purchase of investment securities trading
|
—
|
|
(4,963
|
)
|
—
|
|
|||
Proceeds from the sale of investment securities trading
|
—
|
|
4,983
|
|
—
|
|
|||
Net amortization of premiums and discounts
|
883
|
|
752
|
|
1,337
|
|
|||
Decrease (increase) in investment management fees receivable
|
(646
|
)
|
627
|
|
(1,514
|
)
|
|||
Increase in accrued interest receivable
|
(2,558
|
)
|
(777
|
)
|
(99
|
)
|
|||
Increase in accrued interest payable
|
105
|
|
27
|
|
1,214
|
|
|||
Bank owned life insurance income
|
(1,796
|
)
|
(1,696
|
)
|
(1,441
|
)
|
|||
Change in fair value of acquisition earn out
|
(3,687
|
)
|
—
|
|
1,614
|
|
|||
Increase (decrease) in income taxes payable
|
(95
|
)
|
713
|
|
(160
|
)
|
|||
Decrease (increase) in prepaid income taxes
|
(5,438
|
)
|
762
|
|
(2,514
|
)
|
|||
Deferred tax provision (benefit)
|
3,675
|
|
172
|
|
(1,076
|
)
|
|||
Increase in accounts payable and other accrued expenses
|
3,661
|
|
7,263
|
|
2,149
|
|
|||
Payment of contingent consideration impacting operations
|
—
|
|
(1,771
|
)
|
—
|
|
|||
Cash received for allowance for leasehold improvements
|
1,050
|
|
—
|
|
—
|
|
|||
Other, net
|
(1,293
|
)
|
(1,884
|
)
|
659
|
|
|||
Net cash provided by operating activities
|
30,109
|
|
31,690
|
|
28,348
|
|
|||
Cash Flows from Investing Activities:
|
|
|
|
||||||
Purchase of investment securities available-for-sale
|
(27,495
|
)
|
(36,732
|
)
|
(52,799
|
)
|
|||
Purchase of investment securities held-to-maturity
|
(9,250
|
)
|
(14,357
|
)
|
(24,454
|
)
|
|||
Proceeds from the sale of investment securities available-for-sale
|
4,691
|
|
11,792
|
|
69,555
|
|
|||
Principal repayments and maturities of investment securities available-for-sale
|
17,333
|
|
21,292
|
|
21,198
|
|
|||
Principal repayments and maturities of investment securities held-to-maturity
|
2,500
|
|
6,540
|
|
10,000
|
|
|||
Purchase of bank owned life insurance
|
(3,000
|
)
|
(5,000
|
)
|
(10,000
|
)
|
|||
Purchase of low income housing tax credit investments
|
(1,625
|
)
|
—
|
|
—
|
|
|||
Net redemption (purchase) of Federal Home Loan Bank stock
|
161
|
|
(4,072
|
)
|
(3,394
|
)
|
|||
Net increase in loans
|
(564,634
|
)
|
(448,236
|
)
|
(348,057
|
)
|
|||
Purchase of loans held-for-investment
|
—
|
|
—
|
|
(219,547
|
)
|
|||
Proceeds from loan sales
|
1,196
|
|
4,692
|
|
19,445
|
|
|||
Proceeds from the sale of other real estate owned
|
1,080
|
|
—
|
|
—
|
|
|||
Additions to office properties and equipment
|
(2,937
|
)
|
(1,035
|
)
|
(971
|
)
|
|||
Acquisition, net of acquired cash
|
(14,095
|
)
|
—
|
|
(42,912
|
)
|
|||
Net cash used in investing activities
|
(596,075
|
)
|
(465,116
|
)
|
(581,936
|
)
|
|||
Cash Flows from Financing Activities:
|
|
|
|
||||||
Net increase in deposit accounts
|
596,935
|
|
352,891
|
|
375,248
|
|
|||
Net increase in Federal Home Loan Bank advances
|
—
|
|
90,000
|
|
110,000
|
|
|||
Net decrease in Federal Home Loan Bank advances
|
(15,000
|
)
|
—
|
|
—
|
|
|||
Net proceeds from issuance of subordinated notes payable
|
—
|
|
—
|
|
33,988
|
|
|||
Net proceeds from exercise of stock options
|
2,674
|
|
353
|
|
250
|
|
|||
Cancellation of stock options
|
(6,200
|
)
|
(229
|
)
|
—
|
|
|||
Payment of contingent consideration
|
—
|
|
(15,465
|
)
|
—
|
|
|||
Purchase of treasury stock
|
(5,125
|
)
|
(3,158
|
)
|
(6,746
|
)
|
|||
Net cash provided by financing activities
|
573,284
|
|
424,392
|
|
512,740
|
|
|||
Net change in cash and cash equivalents during the period
|
7,318
|
|
(9,034
|
)
|
(40,848
|
)
|
|||
Cash and cash equivalents at beginning of the period
|
96,676
|
|
105,710
|
|
146,558
|
|
|||
Cash and cash equivalents at end of the period
|
$
|
103,994
|
|
$
|
96,676
|
|
$
|
105,710
|
|
|
Years Ended December 31,
|
||||||||
(Dollars in thousands)
|
2016
|
2015
|
2014
|
||||||
Supplemental Disclosure of Cash Flow Information:
|
|
|
|
||||||
Cash paid during the year for:
|
|
|
|
||||||
Interest
|
$
|
23,192
|
|
$
|
15,413
|
|
$
|
10,918
|
|
Income taxes
|
$
|
14,823
|
|
$
|
9,393
|
|
$
|
10,722
|
|
Acquisition of non-cash assets and liabilities:
|
|
|
|
||||||
Assets acquired
|
$
|
1,038
|
|
$
|
—
|
|
$
|
6,351
|
|
Liabilities assumed
|
$
|
1,402
|
|
$
|
—
|
|
$
|
1,647
|
|
Other non-cash activity:
|
|
|
|
||||||
Loan foreclosures and repossessions
|
$
|
3,618
|
|
$
|
360
|
|
$
|
—
|
|
Contingent consideration
|
$
|
—
|
|
$
|
—
|
|
$
|
17,236
|
|
|
|
|
|
|
•
|
Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities.
|
•
|
Level 2 – Observable inputs such as quoted prices for similar assets and liabilities in active markets, quoted prices for similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.
|
•
|
Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies, and similar techniques that use significant unobservable inputs.
|
(Dollars in thousands)
|
TKG Acquisition
|
||
Consideration paid:
|
|
||
Cash
|
$
|
15,000
|
|
Estimated earn out, at closing
|
3,687
|
|
|
Fair value of total consideration, at closing
|
$
|
18,687
|
|
|
|
||
Fair value of assets acquired:
|
|
||
Cash and cash equivalents
|
$
|
905
|
|
Investment management fees receivable
|
912
|
|
|
Office properties and equipment
|
20
|
|
|
Other assets
|
106
|
|
|
Total assets acquired
|
1,943
|
|
|
Fair value of liabilities assumed:
|
|
||
Other liabilities
|
1,402
|
|
|
Total liabilities assumed
|
1,402
|
|
|
Fair value net identifiable assets acquired
|
541
|
|
|
Long-lived amortizable intangible assets acquired
|
13,585
|
|
|
Goodwill
|
4,561
|
|
|
Total net assets purchased
|
$
|
18,687
|
|
(Dollars in thousands)
|
Gross Amount
|
Estimated
Useful Life (months) |
||
Trade name
|
$
|
2,850
|
|
300
|
Client Relationships:
|
|
|
||
Sub-advisory client list
|
330
|
|
132
|
|
Separate managed accounts client list
|
715
|
|
168
|
|
Non-compete agreements
|
390
|
|
48
|
|
Total finite-lived intangibles
|
$
|
4,285
|
|
242
|
Client Relationships:
|
|
|
||
Mutual fund client relationships
|
9,300
|
|
Indefinite life
|
|
Total intangibles assets
|
$
|
13,585
|
|
|
|
Pro Forma
|
|||||
|
(unaudited)
|
|||||
|
Years Ended December 31,
|
|||||
(Dollars in thousands, except per share data)
|
2016
|
2015
|
||||
Total revenue
|
$
|
124,977
|
|
$
|
119,359
|
|
Net income
|
$
|
29,380
|
|
$
|
23,266
|
|
|
|
|
||||
Earnings per common share:
|
|
|
||||
Basic
|
$
|
1.06
|
|
$
|
0.84
|
|
Diluted
|
$
|
1.04
|
|
$
|
0.82
|
|
|
December 31, 2016
|
|||||||||||
(Dollars in thousands)
|
Amortized
Cost |
Gross Unrealized
Appreciation |
Gross Unrealized
Depreciation |
Estimated
Fair Value |
||||||||
Investment securities available-for-sale:
|
|
|
|
|
||||||||
Corporate bonds
|
$
|
53,902
|
|
$
|
164
|
|
$
|
21
|
|
$
|
54,045
|
|
Trust preferred securities
|
17,711
|
|
159
|
|
72
|
|
17,798
|
|
||||
Non-agency mortgage-backed securities
|
5,750
|
|
14
|
|
—
|
|
5,764
|
|
||||
Non-agency collateralized loan obligations
|
16,234
|
|
—
|
|
54
|
|
16,180
|
|
||||
Agency collateralized mortgage obligations
|
44,051
|
|
49
|
|
279
|
|
43,821
|
|
||||
Agency mortgage-backed securities
|
24,107
|
|
240
|
|
198
|
|
24,149
|
|
||||
Agency debentures
|
4,760
|
|
23
|
|
—
|
|
4,783
|
|
||||
Equity securities
|
8,643
|
|
—
|
|
291
|
|
8,352
|
|
||||
Total investment securities available-for-sale
|
175,158
|
|
649
|
|
915
|
|
174,892
|
|
||||
Investment securities held-to-maturity:
|
|
|
|
|
||||||||
Corporate bonds
|
28,693
|
|
596
|
|
30
|
|
29,259
|
|
||||
Municipal bonds
|
25,247
|
|
88
|
|
96
|
|
25,239
|
|
||||
Total investment securities held-to-maturity
|
53,940
|
|
684
|
|
126
|
|
54,498
|
|
||||
Total
|
$
|
229,098
|
|
$
|
1,333
|
|
$
|
1,041
|
|
$
|
229,390
|
|
|
December 31, 2015
|
|||||||||||
(Dollars in thousands)
|
Amortized
Cost |
Gross Unrealized
Appreciation |
Gross Unrealized
Depreciation |
Estimated
Fair Value |
||||||||
Investment securities available-for-sale:
|
|
|
|
|
||||||||
Corporate bonds
|
$
|
43,952
|
|
$
|
18
|
|
$
|
237
|
|
$
|
43,733
|
|
Trust preferred securities
|
17,579
|
|
—
|
|
978
|
|
16,601
|
|
||||
Non-agency mortgage-backed securities
|
5,756
|
|
—
|
|
13
|
|
5,743
|
|
||||
Non-agency collateralized loan obligations
|
11,843
|
|
—
|
|
132
|
|
11,711
|
|
||||
Agency collateralized mortgage obligations
|
49,544
|
|
92
|
|
265
|
|
49,371
|
|
||||
Agency mortgage-backed securities
|
28,586
|
|
270
|
|
187
|
|
28,669
|
|
||||
Agency debentures
|
4,719
|
|
13
|
|
—
|
|
4,732
|
|
||||
Equity securities
|
8,358
|
|
—
|
|
599
|
|
7,759
|
|
||||
Total investment securities available-for-sale
|
170,337
|
|
393
|
|
2,411
|
|
168,319
|
|
||||
Investment securities held-to-maturity:
|
|
|
|
|
||||||||
Corporate bonds
|
19,448
|
|
498
|
|
84
|
|
19,862
|
|
||||
Agency debentures
|
2,453
|
|
19
|
|
—
|
|
2,472
|
|
||||
Municipal bonds
|
25,389
|
|
377
|
|
1
|
|
25,765
|
|
||||
Total investment securities held-to-maturity
|
47,290
|
|
894
|
|
85
|
|
48,099
|
|
||||
Total
|
$
|
217,627
|
|
$
|
1,287
|
|
$
|
2,496
|
|
$
|
216,418
|
|
|
December 31, 2016
|
||||||||||||
|
Available-for-Sale
|
|
Held-to-Maturity
|
||||||||||
(Dollars in thousands)
|
Amortized
Cost |
Estimated
Fair Value |
|
Amortized
Cost |
Estimated
Fair Value |
||||||||
Due in one year or less
|
$
|
19,461
|
|
$
|
19,494
|
|
|
$
|
—
|
|
$
|
—
|
|
Due from one to five years
|
35,592
|
|
35,699
|
|
|
16,171
|
|
16,373
|
|
||||
Due from five to ten years
|
19,749
|
|
19,752
|
|
|
36,861
|
|
37,206
|
|
||||
Due after ten years
|
91,713
|
|
91,595
|
|
|
908
|
|
919
|
|
||||
Total debt securities
|
$
|
166,515
|
|
$
|
166,540
|
|
|
$
|
53,940
|
|
$
|
54,498
|
|
|
December 31, 2016
|
|||||||||||||||||||
|
Less than 12 Months
|
|
12 Months or More
|
|
Total
|
|||||||||||||||
(Dollars in thousands)
|
Fair value
|
Unrealized losses
|
|
Fair value
|
Unrealized losses
|
|
Fair value
|
Unrealized losses
|
||||||||||||
Investment securities available-for-sale:
|
|
|
|
|
|
|
|
|
||||||||||||
Corporate bonds
|
$
|
10,543
|
|
$
|
21
|
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
10,543
|
|
$
|
21
|
|
Trust preferred securities
|
—
|
|
—
|
|
|
9,038
|
|
72
|
|
|
9,038
|
|
72
|
|
||||||
Non-agency collateralized loan obligations
|
6,191
|
|
50
|
|
|
9,990
|
|
4
|
|
|
16,181
|
|
54
|
|
||||||
Agency collateralized mortgage obligations
|
4,593
|
|
12
|
|
|
34,408
|
|
267
|
|
|
39,001
|
|
279
|
|
||||||
Agency mortgage-backed securities
|
12,292
|
|
198
|
|
|
—
|
|
—
|
|
|
12,292
|
|
198
|
|
||||||
Equity securities
|
—
|
|
—
|
|
|
8,352
|
|
291
|
|
|
8,352
|
|
291
|
|
||||||
Total investment securities available-for-sale
|
33,619
|
|
281
|
|
|
61,788
|
|
634
|
|
|
95,407
|
|
915
|
|
||||||
Investment securities held-to-maturity:
|
|
|
|
|
|
|
|
|
||||||||||||
Corporate bonds
|
2,492
|
|
8
|
|
|
1,978
|
|
22
|
|
|
4,470
|
|
30
|
|
||||||
Municipal bonds
|
12,559
|
|
96
|
|
|
—
|
|
—
|
|
|
12,559
|
|
96
|
|
||||||
Total investment securities held-to-maturity
|
15,051
|
|
104
|
|
|
1,978
|
|
22
|
|
|
17,029
|
|
126
|
|
||||||
Total temporarily impaired securities
|
$
|
48,670
|
|
$
|
385
|
|
|
$
|
63,766
|
|
$
|
656
|
|
|
$
|
112,436
|
|
$
|
1,041
|
|
|
December 31, 2015
|
|||||||||||||||||||
|
Less than 12 Months
|
|
12 Months or More
|
|
Total
|
|||||||||||||||
(Dollars in thousands)
|
Fair value
|
Unrealized losses
|
|
Fair value
|
Unrealized losses
|
|
Fair value
|
Unrealized losses
|
||||||||||||
Investment securities available-for-sale:
|
|
|
|
|
|
|
|
|
||||||||||||
Corporate bonds
|
$
|
23,582
|
|
$
|
155
|
|
|
$
|
6,460
|
|
$
|
82
|
|
|
$
|
30,042
|
|
$
|
237
|
|
Trust preferred securities
|
8,076
|
|
471
|
|
|
8,526
|
|
507
|
|
|
16,602
|
|
978
|
|
||||||
Non-agency mortgage-backed securities
|
—
|
|
—
|
|
|
5,743
|
|
13
|
|
|
5,743
|
|
13
|
|
||||||
Non-agency collateralized loan obligations
|
9,859
|
|
132
|
|
|
—
|
|
—
|
|
|
9,859
|
|
132
|
|
||||||
Agency collateralized mortgage obligations
|
25,566
|
|
151
|
|
|
11,836
|
|
114
|
|
|
37,402
|
|
265
|
|
||||||
Agency mortgage-backed securities
|
1,469
|
|
15
|
|
|
10,811
|
|
172
|
|
|
12,280
|
|
187
|
|
||||||
Equity securities
|
—
|
|
—
|
|
|
7,759
|
|
599
|
|
|
7,759
|
|
599
|
|
||||||
Total investment securities available-for-sale
|
68,552
|
|
924
|
|
|
51,135
|
|
1,487
|
|
|
119,687
|
|
2,411
|
|
||||||
Investment securities held-to-maturity:
|
|
|
|
|
|
|
|
|
||||||||||||
Corporate bonds
|
9,863
|
|
84
|
|
|
—
|
|
—
|
|
|
9,863
|
|
84
|
|
||||||
Municipal bonds
|
571
|
|
1
|
|
|
—
|
|
—
|
|
|
571
|
|
1
|
|
||||||
Total investment securities held-to-maturity
|
10,434
|
|
85
|
|
|
—
|
|
—
|
|
|
10,434
|
|
85
|
|
||||||
Total temporarily impaired securities
|
$
|
78,986
|
|
$
|
1,009
|
|
|
$
|
51,135
|
|
$
|
1,487
|
|
|
$
|
130,121
|
|
$
|
2,496
|
|
|
December 31, 2016
|
|||||||||||
(Dollars in thousands)
|
Private
Banking |
Commercial
and Industrial |
Commercial
Real Estate |
Total
|
||||||||
Loans held-for-investment, before deferred fees
|
$
|
1,732,578
|
|
$
|
587,791
|
|
$
|
1,080,637
|
|
$
|
3,401,006
|
|
Net deferred loan (fees) costs
|
3,350
|
|
(368
|
)
|
(2,934
|
)
|
48
|
|
||||
Loans held-for-investment, net of deferred fees
|
1,735,928
|
|
587,423
|
|
1,077,703
|
|
3,401,054
|
|
||||
Allowance for loan losses
|
(1,424
|
)
|
(12,326
|
)
|
(5,012
|
)
|
(18,762
|
)
|
||||
Loans held-for-investment, net
|
$
|
1,734,504
|
|
$
|
575,097
|
|
$
|
1,072,691
|
|
$
|
3,382,292
|
|
|
December 31, 2015
|
|||||||||||
(Dollars in thousands)
|
Private
Banking |
Commercial
and Industrial |
Commercial
Real Estate |
Total
|
||||||||
Loans held-for-investment, before deferred fees
|
$
|
1,341,988
|
|
$
|
634,857
|
|
$
|
864,863
|
|
$
|
2,841,708
|
|
Net deferred loan (fees) costs
|
2,876
|
|
(625
|
)
|
(2,675
|
)
|
(424
|
)
|
||||
Loans held-for-investment, net of deferred fees
|
1,344,864
|
|
634,232
|
|
862,188
|
|
2,841,284
|
|
||||
Allowance for loan losses
|
(1,566
|
)
|
(11,064
|
)
|
(5,344
|
)
|
(17,974
|
)
|
||||
Loans held-for-investment, net
|
$
|
1,343,298
|
|
$
|
623,168
|
|
$
|
856,844
|
|
$
|
2,823,310
|
|
|
December 31, 2016
|
|||||||||||
(Dollars in thousands)
|
Private
Banking |
Commercial
and Industrial |
Commercial
Real Estate |
Total
|
||||||||
Pass
|
$
|
1,735,404
|
|
$
|
545,276
|
|
$
|
1,077,703
|
|
$
|
3,358,383
|
|
Special mention
|
—
|
|
18,776
|
|
—
|
|
18,776
|
|
||||
Substandard
|
524
|
|
23,371
|
|
—
|
|
23,895
|
|
||||
Doubtful
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
Loans held-for-investment
|
$
|
1,735,928
|
|
$
|
587,423
|
|
$
|
1,077,703
|
|
$
|
3,401,054
|
|
|
December 31, 2015
|
|||||||||||
(Dollars in thousands)
|
Private
Banking |
Commercial
and Industrial |
Commercial
Real Estate |
Total
|
||||||||
Pass
|
$
|
1,342,813
|
|
$
|
585,561
|
|
$
|
858,396
|
|
$
|
2,786,770
|
|
Special mention
|
—
|
|
31,863
|
|
880
|
|
32,743
|
|
||||
Substandard
|
2,051
|
|
15,835
|
|
2,912
|
|
20,798
|
|
||||
Doubtful
|
—
|
|
973
|
|
—
|
|
973
|
|
||||
Loans held-for-investment
|
$
|
1,344,864
|
|
$
|
634,232
|
|
$
|
862,188
|
|
$
|
2,841,284
|
|
|
Year Ended December 31, 2016
|
|||||||||||
(Dollars in thousands)
|
Private
Banking |
Commercial
and Industrial |
Commercial
Real Estate |
Total
|
||||||||
Balance, beginning of period
|
$
|
1,566
|
|
$
|
11,064
|
|
$
|
5,344
|
|
$
|
17,974
|
|
Provision (credit) for loan losses
|
(142
|
)
|
4,723
|
|
(3,743
|
)
|
838
|
|
||||
Charge-offs
|
—
|
|
(4,258
|
)
|
—
|
|
(4,258
|
)
|
||||
Recoveries
|
—
|
|
797
|
|
3,411
|
|
4,208
|
|
||||
Balance, end of period
|
$
|
1,424
|
|
$
|
12,326
|
|
$
|
5,012
|
|
$
|
18,762
|
|
|
Year Ended December 31, 2015
|
|||||||||||
(Dollars in thousands)
|
Private
Banking |
Commercial
and Industrial |
Commercial
Real Estate |
Total
|
||||||||
Balance, beginning of period
|
$
|
2,017
|
|
$
|
13,501
|
|
$
|
4,755
|
|
$
|
20,273
|
|
Provision (credit) for loan losses
|
(464
|
)
|
(112
|
)
|
589
|
|
13
|
|
||||
Charge-offs
|
—
|
|
(3,353
|
)
|
—
|
|
(3,353
|
)
|
||||
Recoveries
|
13
|
|
1,028
|
|
—
|
|
1,041
|
|
||||
Balance, end of period
|
$
|
1,566
|
|
$
|
11,064
|
|
$
|
5,344
|
|
$
|
17,974
|
|
|
Year Ended December 31, 2014
|
|||||||||||
(Dollars in thousands)
|
Private
Banking |
Commercial
and Industrial |
Commercial
Real Estate |
Total
|
||||||||
Balance, beginning of period
|
$
|
2,011
|
|
$
|
11,881
|
|
$
|
5,104
|
|
$
|
18,996
|
|
Provision (credit) for loan losses
|
(88
|
)
|
10,596
|
|
(349
|
)
|
10,159
|
|
||||
Charge-offs
|
—
|
|
(9,521
|
)
|
—
|
|
(9,521
|
)
|
||||
Recoveries
|
94
|
|
545
|
|
—
|
|
639
|
|
||||
Balance, end of period
|
$
|
2,017
|
|
$
|
13,501
|
|
$
|
4,755
|
|
$
|
20,273
|
|
|
December 31, 2016
|
|||||||||||||||||
(Dollars in thousands)
|
30-59 Days
Past Due |
60-89 Days
Past Due |
Loans Past
Due 90 Days or More |
Total
Past Due |
Current
|
Total
|
||||||||||||
Private banking
|
$
|
—
|
|
$
|
—
|
|
$
|
224
|
|
$
|
224
|
|
$
|
1,735,704
|
|
$
|
1,735,928
|
|
Commercial and industrial
|
—
|
|
—
|
|
7,181
|
|
7,181
|
|
580,242
|
|
587,423
|
|
||||||
Commercial real estate
|
—
|
|
—
|
|
—
|
|
—
|
|
1,077,703
|
|
1,077,703
|
|
||||||
Loans held-for-investment
|
$
|
—
|
|
$
|
—
|
|
$
|
7,405
|
|
$
|
7,405
|
|
$
|
3,393,649
|
|
$
|
3,401,054
|
|
|
December 31, 2015
|
|||||||||||||||||
(Dollars in thousands)
|
30-59 Days
Past Due |
60-89 Days
Past Due |
Loans Past
Due 90 Days or More |
Total
Past Due |
Current
|
Total
|
||||||||||||
Private banking
|
$
|
—
|
|
$
|
—
|
|
$
|
1,431
|
|
$
|
1,431
|
|
$
|
1,343,433
|
|
$
|
1,344,864
|
|
Commercial and industrial
|
—
|
|
—
|
|
976
|
|
976
|
|
633,256
|
|
634,232
|
|
||||||
Commercial real estate
|
—
|
|
—
|
|
2,912
|
|
2,912
|
|
859,276
|
|
862,188
|
|
||||||
Loans held-for-investment
|
$
|
—
|
|
$
|
—
|
|
$
|
5,319
|
|
$
|
5,319
|
|
$
|
2,835,965
|
|
$
|
2,841,284
|
|
|
As of and for the Year Ended December 31, 2016
|
||||||||||||||
(Dollars in thousands)
|
Recorded Investment
|
Unpaid Principal Balance
|
Related Allowance
|
Average Recorded Investment
|
Interest Income Recognized
|
||||||||||
With a related allowance recorded:
|
|
|
|
|
|
||||||||||
Private banking
|
$
|
517
|
|
$
|
656
|
|
$
|
517
|
|
$
|
592
|
|
$
|
—
|
|
Commercial and industrial
|
17,273
|
|
26,126
|
|
6,422
|
|
19,158
|
|
—
|
|
|||||
Commercial real estate
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Total with a related allowance recorded
|
17,790
|
|
26,782
|
|
6,939
|
|
19,750
|
|
—
|
|
|||||
Without a related allowance recorded:
|
|
|
|
|
|
||||||||||
Private banking
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Commercial and industrial
|
471
|
|
487
|
|
—
|
|
485
|
|
26
|
|
|||||
Commercial real estate
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Total without a related allowance recorded
|
471
|
|
487
|
|
—
|
|
485
|
|
26
|
|
|||||
Total:
|
|
|
|
|
|
||||||||||
Private banking
|
517
|
|
656
|
|
517
|
|
592
|
|
—
|
|
|||||
Commercial and industrial
|
17,744
|
|
26,613
|
|
6,422
|
|
19,643
|
|
26
|
|
|||||
Commercial real estate
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Total
|
$
|
18,261
|
|
$
|
27,269
|
|
$
|
6,939
|
|
$
|
20,235
|
|
$
|
26
|
|
|
As of and for the Year Ended December 31, 2015
|
||||||||||||||
(Dollars in thousands)
|
Recorded Investment
|
Unpaid Principal Balance
|
Related Allowance
|
Average Recorded Investment
|
Interest Income Recognized
|
||||||||||
With a related allowance recorded:
|
|
|
|
|
|
||||||||||
Private banking
|
$
|
745
|
|
$
|
864
|
|
$
|
745
|
|
$
|
824
|
|
$
|
—
|
|
Commercial and industrial
|
11,797
|
|
19,204
|
|
3,800
|
|
15,331
|
|
—
|
|
|||||
Commercial real estate
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Total with a related allowance recorded
|
12,542
|
|
20,068
|
|
4,545
|
|
16,155
|
|
—
|
|
|||||
Without a related allowance recorded:
|
|
|
|
|
|
||||||||||
Private banking
|
1,203
|
|
1,448
|
|
—
|
|
1,202
|
|
—
|
|
|||||
Commercial and industrial
|
513
|
|
1,789
|
|
—
|
|
838
|
|
29
|
|
|||||
Commercial real estate
|
2,912
|
|
9,067
|
|
—
|
|
3,108
|
|
—
|
|
|||||
Total without a related allowance recorded
|
4,628
|
|
12,304
|
|
—
|
|
5,148
|
|
29
|
|
|||||
Total:
|
|
|
|
|
|
||||||||||
Private banking
|
1,948
|
|
2,312
|
|
745
|
|
2,026
|
|
—
|
|
|||||
Commercial and industrial
|
12,310
|
|
20,993
|
|
3,800
|
|
16,169
|
|
29
|
|
|||||
Commercial real estate
|
2,912
|
|
9,067
|
|
—
|
|
3,108
|
|
—
|
|
|||||
Total
|
$
|
17,170
|
|
$
|
32,372
|
|
$
|
4,545
|
|
$
|
21,303
|
|
$
|
29
|
|
|
As of and for the Year Ended December 31, 2014
|
||||||||||||||
(Dollars in thousands)
|
Recorded Investment
|
Unpaid Principal Balance
|
Related Allowance
|
Average Recorded Investment
|
Interest Income Recognized
|
||||||||||
With a related allowance recorded:
|
|
|
|
|
|
||||||||||
Private banking
|
$
|
681
|
|
$
|
767
|
|
$
|
681
|
|
$
|
746
|
|
$
|
—
|
|
Commercial and industrial
|
24,402
|
|
34,459
|
|
4,902
|
|
27,014
|
|
—
|
|
|||||
Commercial real estate
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Total with a related allowance recorded
|
25,083
|
|
35,226
|
|
5,583
|
|
27,760
|
|
—
|
|
|||||
Without a related allowance recorded:
|
|
|
|
|
|
||||||||||
Private banking
|
1,388
|
|
1,632
|
|
—
|
|
1,444
|
|
—
|
|
|||||
Commercial and industrial
|
791
|
|
2,013
|
|
—
|
|
953
|
|
27
|
|
|||||
Commercial real estate
|
3,498
|
|
9,705
|
|
—
|
|
3,498
|
|
—
|
|
|||||
Total without a related allowance recorded
|
5,677
|
|
13,350
|
|
—
|
|
5,895
|
|
27
|
|
|||||
Total:
|
|
|
|
|
|
||||||||||
Private banking
|
2,069
|
|
2,399
|
|
681
|
|
2,190
|
|
—
|
|
|||||
Commercial and industrial
|
25,193
|
|
36,472
|
|
4,902
|
|
27,967
|
|
27
|
|
|||||
Commercial real estate
|
3,498
|
|
9,705
|
|
—
|
|
3,498
|
|
—
|
|
|||||
Total
|
$
|
30,760
|
|
$
|
48,576
|
|
$
|
5,583
|
|
$
|
33,655
|
|
$
|
27
|
|
|
December 31, 2016
|
|||||||||||
(Dollars in thousands)
|
Private
Banking |
Commercial
and Industrial |
Commercial
Real Estate |
Total
|
||||||||
Allowance for loan losses:
|
|
|
|
|
||||||||
Individually evaluated for impairment
|
$
|
517
|
|
$
|
6,422
|
|
$
|
—
|
|
$
|
6,939
|
|
Collectively evaluated for impairment
|
907
|
|
5,904
|
|
5,012
|
|
11,823
|
|
||||
Total allowance for loan losses
|
$
|
1,424
|
|
$
|
12,326
|
|
$
|
5,012
|
|
$
|
18,762
|
|
|
|
|
|
|
||||||||
Loans held-for-investment:
|
|
|
|
|
||||||||
Individually evaluated for impairment
|
$
|
517
|
|
$
|
17,744
|
|
$
|
—
|
|
$
|
18,261
|
|
Collectively evaluated for impairment
|
1,735,411
|
|
569,679
|
|
1,077,703
|
|
3,382,793
|
|
||||
Loans held-for-investment
|
$
|
1,735,928
|
|
$
|
587,423
|
|
$
|
1,077,703
|
|
$
|
3,401,054
|
|
|
December 31, 2015
|
|||||||||||
(Dollars in thousands)
|
Private
Banking |
Commercial
and Industrial |
Commercial
Real Estate |
Total
|
||||||||
Allowance for loan losses:
|
|
|
|
|
||||||||
Individually evaluated for impairment
|
$
|
745
|
|
$
|
3,800
|
|
$
|
—
|
|
$
|
4,545
|
|
Collectively evaluated for impairment
|
821
|
|
7,264
|
|
5,344
|
|
13,429
|
|
||||
Total allowance for loan losses
|
$
|
1,566
|
|
$
|
11,064
|
|
$
|
5,344
|
|
$
|
17,974
|
|
|
|
|
|
|
||||||||
Loans held-for-investment:
|
|
|
|
|
||||||||
Individually evaluated for impairment
|
$
|
1,948
|
|
$
|
12,310
|
|
$
|
2,912
|
|
$
|
17,170
|
|
Collectively evaluated for impairment
|
1,342,916
|
|
621,922
|
|
859,276
|
|
2,824,114
|
|
||||
Loans held-for-investment
|
$
|
1,344,864
|
|
$
|
634,232
|
|
$
|
862,188
|
|
$
|
2,841,284
|
|
(Dollars in thousands)
|
December 31,
2016 |
December 31,
2015 |
||||
Aggregate recorded investment of impaired loans with terms modified through a troubled debt restructuring:
|
|
|
||||
Accruing interest
|
$
|
471
|
|
$
|
510
|
|
Non-accrual
|
17,273
|
|
12,894
|
|
||
Total troubled debt restructurings
|
$
|
17,744
|
|
$
|
13,404
|
|
|
Year Ended December 31, 2016
|
||||||||||||
(Dollars in thousands)
|
Count
|
Recorded Investment at the time of Modification
|
Current Recorded Investment
|
Allowance for Loan Losses at the time of Modification
|
Current Allowance for Loan Losses
|
||||||||
Commercial and industrial:
|
|
|
|
|
|
||||||||
Extended term and deferred principal
|
2
|
$
|
11,098
|
|
$
|
11,081
|
|
$
|
2,354
|
|
$
|
3,274
|
|
Total
|
2
|
$
|
11,098
|
|
$
|
11,081
|
|
$
|
2,354
|
|
$
|
3,274
|
|
|
Year Ended December 31, 2015
|
||||||||||||
(Dollars in thousands)
|
Count
|
Recorded Investment at the time of Modification
|
Current Recorded Investment
|
Allowance for Loan Losses at the time of Modification
|
Current Allowance for Loan Losses
|
||||||||
Commercial and industrial:
|
|
|
|
|
|
||||||||
Change in interest terms
|
1
|
$
|
4,064
|
|
$
|
—
|
|
$
|
400
|
|
$
|
—
|
|
Extended term and deferred principal
|
1
|
433
|
|
—
|
|
433
|
|
—
|
|
||||
Deferred principal
|
2
|
6,849
|
|
973
|
|
1,500
|
|
172
|
|
||||
Total
|
4
|
$
|
11,346
|
|
$
|
973
|
|
$
|
2,333
|
|
$
|
172
|
|
|
Year Ended December 31, 2014
|
||||||||||||
(Dollars in thousands)
|
Count
|
Recorded Investment at the time of Modification
|
Current Recorded Investment
|
Allowance for Loan Losses at the time of Modification
|
Current Allowance for Loan Losses
|
||||||||
Private banking:
|
|
|
|
|
|
||||||||
Extended term, reduced interest rate
|
1
|
$
|
1,266
|
|
$
|
1,094
|
|
$
|
100
|
|
$
|
—
|
|
Commercial and industrial:
|
|
|
|
|
|
||||||||
Extended term, advanced additional funds, forgave principal
|
1
|
5,218
|
|
4,620
|
|
1,968
|
|
1,120
|
|
||||
Total
|
2
|
$
|
6,484
|
|
$
|
5,714
|
|
$
|
2,068
|
|
$
|
1,120
|
|
(Dollars in thousands)
|
2016
|
2015
|
||||
Balance, beginning of period
|
$
|
34,163
|
|
$
|
34,163
|
|
Additions
|
4,561
|
|
—
|
|
||
Balance, end of period
|
$
|
38,724
|
|
$
|
34,163
|
|
(Dollars in thousands)
|
2016
|
2015
|
||||
Balance, beginning of period
|
$
|
16,653
|
|
$
|
18,211
|
|
Additions
|
13,585
|
|
—
|
|
||
Amortization
|
(1,753
|
)
|
(1,558
|
)
|
||
Balance, end of period
|
$
|
28,485
|
|
$
|
16,653
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||||||
(Dollars in thousands)
|
Gross Amount
|
Accumulated Amortization
|
Net Carrying Amount
|
|
Gross Amount
|
Accumulated Amortization
|
Net Carrying Amount
|
||||||||||||
Trade name
|
$
|
4,040
|
|
$
|
(245
|
)
|
$
|
3,795
|
|
|
$
|
1,190
|
|
$
|
(109
|
)
|
$
|
1,081
|
|
Client Relationships:
|
|
|
|
|
|
|
|
||||||||||||
Sub-advisory client list
|
11,530
|
|
(2,371
|
)
|
9,159
|
|
|
11,200
|
|
(1,521
|
)
|
9,679
|
|
||||||
Separate managed accounts client list
|
1,810
|
|
(344
|
)
|
1,466
|
|
|
1,095
|
|
(201
|
)
|
894
|
|
||||||
Other institutional client list
|
5,950
|
|
(1,532
|
)
|
4,418
|
|
|
5,950
|
|
(992
|
)
|
4,958
|
|
||||||
Non-compete agreements
|
465
|
|
(118
|
)
|
347
|
|
|
75
|
|
(34
|
)
|
41
|
|
||||||
Total finite-lived intangibles
|
23,795
|
|
(4,610
|
)
|
19,185
|
|
|
19,510
|
|
(2,857
|
)
|
16,653
|
|
||||||
Client Relationships:
|
|
|
|
|
|
|
|
||||||||||||
Mutual fund client relationships
(indefinite-lived) |
9,300
|
|
—
|
|
9,300
|
|
|
—
|
|
—
|
|
—
|
|
||||||
Total intangibles assets
|
$
|
33,095
|
|
$
|
(4,610
|
)
|
$
|
28,485
|
|
|
$
|
19,510
|
|
$
|
(2,857
|
)
|
$
|
16,653
|
|
(Dollars in thousands)
|
Amount
|
||
2017
|
$
|
1,851
|
|
2018
|
1,835
|
|
|
2019
|
1,832
|
|
|
2020
|
1,767
|
|
|
2021
|
1,735
|
|
|
Thereafter
|
10,165
|
|
|
Total finite-lived intangibles
|
$
|
19,185
|
|
|
December 31,
|
|||||
(Dollars in thousands)
|
2016
|
2015
|
||||
Furniture, fixtures and equipment
|
$
|
9,057
|
|
$
|
7,890
|
|
Leasehold improvements
|
5,743
|
|
3,953
|
|
||
Total, at cost
|
14,800
|
|
11,843
|
|
||
Less: accumulated depreciation
|
(9,329
|
)
|
(8,004
|
)
|
||
Net office properties and equipment
|
$
|
5,471
|
|
$
|
3,839
|
|
|
Interest Rate Range as of
|
|
Weighted Average
Interest Rate as of |
|
Balance as of
|
||||||
(Dollars in thousands)
|
December 31,
2016 |
|
December 31,
2016 |
December 31,
2015 |
|
December 31,
2016 |
December 31,
2015 |
||||
Demand and savings accounts:
|
|
|
|
|
|
|
|
||||
Noninterest-bearing checking accounts
|
—
|
|
—
|
—
|
|
$
|
230,226
|
|
$
|
159,859
|
|
Interest-bearing checking accounts
|
0.05 to 0.85%
|
|
0.56%
|
0.42%
|
|
218,984
|
|
136,037
|
|
||
Money market deposit accounts
|
0.10 to 1.50%
|
|
0.82%
|
0.50%
|
|
1,938,707
|
|
1,464,279
|
|
||
Total demand and savings accounts
|
|
|
|
|
|
2,387,917
|
|
1,760,175
|
|
||
Certificates of deposit
|
0.40 to 1.63%
|
|
0.95%
|
0.78%
|
|
898,862
|
|
929,669
|
|
||
Total deposits
|
|
|
|
|
|
$
|
3,286,779
|
|
$
|
2,689,844
|
|
Average rate paid on interest-bearing accounts
|
|
|
0.84%
|
0.60%
|
|
|
|
(Dollars in thousands)
|
December 31,
2016 |
December 31,
2015 |
||||
12 months or less
|
$
|
751,204
|
|
$
|
645,004
|
|
12 months to 24 months
|
121,011
|
|
219,333
|
|
||
24 months to 36 months
|
26,647
|
|
65,332
|
|
||
36 months to 48 months
|
—
|
|
—
|
|
||
48 months to 60 months
|
—
|
|
—
|
|
||
Over 60 months
|
—
|
|
—
|
|
||
Total
|
$
|
898,862
|
|
$
|
929,669
|
|
|
Years Ended December 31,
|
||||||||
(Dollars in thousands)
|
2016
|
2015
|
2014
|
||||||
Interest-bearing checking accounts
|
$
|
813
|
|
$
|
439
|
|
$
|
229
|
|
Money market deposit accounts
|
11,376
|
|
5,687
|
|
4,228
|
|
|||
Certificates of deposit
|
7,618
|
|
6,762
|
|
6,154
|
|
|||
Total interest expense on deposits
|
$
|
19,807
|
|
$
|
12,888
|
|
$
|
10,611
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||
(Dollars in thousands)
|
Interest Rate
|
Ending Balance
|
Maturity Date
|
|
Interest Rate
|
Ending Balance
|
Maturity Date
|
||||
FHLB borrowings:
|
|
|
|
|
|
|
|
||||
Issued 12/30/2016
|
0.77%
|
$
|
105,000
|
|
1/3/2017
|
|
|
$
|
—
|
|
|
Issued 12/29/2016
|
0.85%
|
100,000
|
|
3/29/2017
|
|
|
—
|
|
|
||
Issued 12/31/2015
|
|
—
|
|
|
|
0.51%
|
170,000
|
|
1/4/2016
|
||
Issued 7/29/2015
|
|
—
|
|
|
|
0.61%
|
25,000
|
|
8/4/2016
|
||
Issued 7/29/2015
|
|
—
|
|
|
|
0.72%
|
25,000
|
|
11/3/2016
|
||
Subordinated notes payable (net of debt issuance costs of
$490
and
$692,
respectively)
|
5.75%
|
34,510
|
|
7/1/2019
|
|
5.75%
|
34,308
|
|
7/1/2019
|
||
Total borrowings, net
|
|
$
|
239,510
|
|
|
|
|
$
|
254,308
|
|
|
|
Years Ended December 31,
|
||||||||
(Dollars in thousands)
|
2016
|
2015
|
2014
|
||||||
Tax provision at statutory rate
|
$
|
14,591
|
|
$
|
11,683
|
|
$
|
8,014
|
|
Meals and entertainment
|
147
|
|
103
|
|
84
|
|
|||
Dues and subscriptions
|
132
|
|
116
|
|
123
|
|
|||
Keyman life insurance
|
—
|
|
—
|
|
12
|
|
|||
Bank owned life insurance
|
(629
|
)
|
(593
|
)
|
(504
|
)
|
|||
Stock option exercises and cancellations
|
(484
|
)
|
52
|
|
14
|
|
|||
State tax expense, net of federal benefit
|
1,184
|
|
951
|
|
407
|
|
|||
Adjustments to prior year tax
|
46
|
|
(60
|
)
|
(51
|
)
|
|||
Tax exempt income, net of disallowed interest
|
(162
|
)
|
(160
|
)
|
(145
|
)
|
|||
Unrecognized tax benefits
|
—
|
|
—
|
|
11
|
|
|||
Renewable energy tax credits
|
(1,778
|
)
|
(1,198
|
)
|
(1,022
|
)
|
|||
Low income housing tax credits
|
(17
|
)
|
—
|
|
—
|
|
|||
Other
|
18
|
|
(2
|
)
|
26
|
|
|||
Income tax provision
|
$
|
13,048
|
|
$
|
10,892
|
|
$
|
6,969
|
|
|
Years Ended December 31,
|
||||||||
(Dollars in thousands)
|
2016
|
2015
|
2014
|
||||||
Current income tax provision - federal
|
$
|
7,781
|
|
$
|
9,917
|
|
$
|
7,549
|
|
Current income tax provision - state
|
1,592
|
|
803
|
|
496
|
|
|||
Deferred tax provision (benefit) - federal
|
3,322
|
|
225
|
|
(735
|
)
|
|||
Deferred tax provision (benefit) - state
|
353
|
|
(53
|
)
|
(341
|
)
|
|||
Income tax provision
|
$
|
13,048
|
|
$
|
10,892
|
|
$
|
6,969
|
|
|
December 31,
|
|||||
(Dollars in thousands)
|
2016
|
2015
|
||||
Deferred tax assets:
|
|
|
||||
Net operating loss - state
|
$
|
—
|
|
$
|
6
|
|
Start-up expenses
|
134
|
|
163
|
|
||
Stock compensation
|
1,659
|
|
2,709
|
|
||
Compensation related accruals
|
6,599
|
|
5,145
|
|
||
Leasehold improvement
|
464
|
|
100
|
|
||
Allowance for loan loss
|
6,970
|
|
6,639
|
|
||
Long-term lease
|
361
|
|
346
|
|
||
Reserve for unfunded commitments
|
241
|
|
202
|
|
||
Supplemental executive retirement plan
|
1,116
|
|
770
|
|
||
Transaction costs
|
257
|
|
277
|
|
||
Intangibles
|
125
|
|
183
|
|
||
Earn out liability non-purchase accounting
|
606
|
|
653
|
|
||
Unrealized loss on investments and derivatives
|
—
|
|
846
|
|
||
Other
|
470
|
|
417
|
|
||
Gross deferred tax assets
|
19,002
|
|
18,456
|
|
||
|
|
|
||||
Deferred tax liabilities:
|
|
|
||||
Office properties and equipment
|
(4,631
|
)
|
(2,585
|
)
|
||
Deferred loan costs
|
(2,934
|
)
|
(2,192
|
)
|
||
Goodwill
|
(3,531
|
)
|
(1,169
|
)
|
||
State capital shares tax liability
|
(219
|
)
|
(324
|
)
|
||
Unrealized gain on investments and derivatives
|
(483
|
)
|
—
|
|
||
Gross deferred tax liability
|
(11,798
|
)
|
(6,270
|
)
|
||
Net deferred tax asset
|
$
|
7,204
|
|
$
|
12,186
|
|
|
December 31,
|
|||||
(Dollars in thousands)
|
2016
|
2015
|
||||
Deferred tax provision
|
$
|
(3,675
|
)
|
$
|
(172
|
)
|
Deferred tax impact from other comprehensive income
|
(1,329
|
)
|
484
|
|
||
Deferred tax asset established related to acquisitions
|
22
|
|
—
|
|
||
Change in net deferred tax asset
|
$
|
(4,982
|
)
|
$
|
312
|
|
|
December 31,
|
||||||||
(Dollars in thousands)
|
2016
|
2015
|
2014
|
||||||
Beginning of year balance
|
$
|
353
|
|
$
|
—
|
|
$
|
110
|
|
Increases in prior period tax positions
|
26
|
|
142
|
|
11
|
|
|||
Decreases in prior period tax positions
|
—
|
|
—
|
|
—
|
|
|||
Increases in current period tax positions
|
220
|
|
211
|
|
—
|
|
|||
Settlements
|
—
|
|
—
|
|
(121
|
)
|
|||
End of year balance
|
$
|
599
|
|
$
|
353
|
|
$
|
—
|
|
|
December 31, 2016
|
||||||||||||||||
|
Actual
|
|
For Capital Adequacy Purposes
|
|
To be Well Capitalized Under Prompt Corrective Action Provisions
|
||||||||||||
(Dollars in thousands)
|
Amount
|
Ratio
|
|
Amount
|
Ratio
|
|
Amount
|
Ratio
|
|||||||||
Total risk-based capital ratio
|
|
|
|
|
|
|
|
|
|||||||||
Company
|
$
|
325,122
|
|
12.66
|
%
|
|
$
|
205,488
|
|
8.00
|
%
|
|
N/A
|
|
N/A
|
|
|
Bank
|
$
|
314,419
|
|
12.39
|
%
|
|
$
|
203,030
|
|
8.00
|
%
|
|
$
|
253,787
|
|
10.00
|
%
|
Tier 1 risk-based capital ratio
|
|
|
|
|
|
|
|
|
|||||||||
Company
|
$
|
295,089
|
|
11.49
|
%
|
|
$
|
154,116
|
|
6.00
|
%
|
|
N/A
|
|
N/A
|
|
|
Bank
|
$
|
298,093
|
|
11.75
|
%
|
|
$
|
152,272
|
|
6.00
|
%
|
|
$
|
203,030
|
|
8.00
|
%
|
Common equity tier 1 risk-based capital ratio
|
|
|
|
|
|
|
|
|
|||||||||
Company
|
$
|
295,089
|
|
11.49
|
%
|
|
$
|
115,587
|
|
4.50
|
%
|
|
N/A
|
|
N/A
|
|
|
Bank
|
$
|
298,093
|
|
11.75
|
%
|
|
$
|
114,204
|
|
4.50
|
%
|
|
$
|
164,962
|
|
6.50
|
%
|
Tier 1 leverage ratio
|
|
|
|
|
|
|
|
|
|||||||||
Company
|
$
|
295,089
|
|
7.90
|
%
|
|
$
|
149,369
|
|
4.00
|
%
|
|
N/A
|
|
N/A
|
|
|
Bank
|
$
|
298,093
|
|
8.04
|
%
|
|
$
|
148,252
|
|
4.00
|
%
|
|
$
|
185,316
|
|
5.00
|
%
|
|
December 31, 2015
|
||||||||||||||||
|
Actual
|
|
For Capital Adequacy Purposes
|
|
To be Well Capitalized Under Prompt Corrective Action Provisions
|
||||||||||||
(Dollars in thousands)
|
Amount
|
Ratio
|
|
Amount
|
Ratio
|
|
Amount
|
Ratio
|
|||||||||
Total risk-based capital ratio
|
|
|
|
|
|
|
|
|
|||||||||
Company
|
$
|
326,378
|
|
13.88
|
%
|
|
$
|
188,176
|
|
8.00
|
%
|
|
N/A
|
|
N/A
|
|
|
Bank
|
$
|
310,624
|
|
13.35
|
%
|
|
$
|
186,077
|
|
8.00
|
%
|
|
$
|
232,596
|
|
10.00
|
%
|
Tier 1 risk-based capital ratio
|
|
|
|
|
|
|
|
|
|||||||||
Company
|
$
|
287,072
|
|
12.20
|
%
|
|
$
|
141,132
|
|
6.00
|
%
|
|
N/A
|
|
N/A
|
|
|
Bank
|
$
|
292,234
|
|
12.56
|
%
|
|
$
|
139,558
|
|
6.00
|
%
|
|
$
|
186,077
|
|
8.00
|
%
|
Common equity tier 1 risk-based capital ratio
|
|
|
|
|
|
|
|
|
|||||||||
Company
|
$
|
287,072
|
|
12.20
|
%
|
|
$
|
105,849
|
|
4.50
|
%
|
|
N/A
|
|
N/A
|
|
|
Bank
|
$
|
292,234
|
|
12.56
|
%
|
|
$
|
104,668
|
|
4.50
|
%
|
|
$
|
151,187
|
|
6.50
|
%
|
Tier 1 leverage ratio
|
|
|
|
|
|
|
|
|
|||||||||
Company
|
$
|
287,072
|
|
9.05
|
%
|
|
$
|
126,932
|
|
4.00
|
%
|
|
N/A
|
|
N/A
|
|
|
Bank
|
$
|
292,234
|
|
9.29
|
%
|
|
$
|
125,870
|
|
4.00
|
%
|
|
$
|
157,338
|
|
5.00
|
%
|
|
Number of
Common Shares Outstanding |
|
Balance, December 31, 2013
|
28,690,279
|
|
Issuance of restricted common stock
|
27,000
|
|
Forfeitures of restricted common stock
|
—
|
|
Exercise of stock options
|
22,500
|
|
Purchase of treasury stock
|
(678,891
|
)
|
Balance, December 31, 2014
|
28,060,888
|
|
Issuance of restricted common stock
|
282,916
|
|
Forfeitures of restricted common stock
|
(4,000
|
)
|
Exercise of stock options
|
37,500
|
|
Purchase of treasury stock
|
(321,109
|
)
|
Balance, December 31, 2015
|
28,056,195
|
|
Issuance of restricted common stock
|
497,309
|
|
Forfeitures of restricted common stock
|
(13,121
|
)
|
Exercise of stock options
|
250,000
|
|
Purchase of treasury stock
|
(374,729
|
)
|
Balance, December 31, 2016
|
28,415,654
|
|
|
Years Ended December 31,
|
||||||||
(Dollars in thousands, except per share data)
|
2016
|
2015
|
2014
|
||||||
|
|
|
|
||||||
Net income available to common shareholders
|
$
|
28,641
|
|
$
|
22,488
|
|
$
|
15,928
|
|
|
|
|
|
||||||
Weighted average common shares outstanding:
|
|
|
|
||||||
Basic
|
27,593,725
|
|
27,771,345
|
|
28,628,631
|
|
|||
Non-vested restricted shares - dilutive
|
260,799
|
|
56,364
|
|
82
|
|
|||
Stock options - dilutive
|
504,628
|
|
409,744
|
|
389,193
|
|
|||
Diluted
|
28,359,152
|
|
28,237,453
|
|
29,017,906
|
|
|||
|
|
|
|
||||||
Earnings per common share:
|
|
|
|
||||||
Basic
|
$
|
1.04
|
|
$
|
0.81
|
|
$
|
0.56
|
|
Diluted
|
$
|
1.01
|
|
$
|
0.80
|
|
$
|
0.55
|
|
|
Years Ended December 31,
|
|||||
|
2016
|
2015
|
2014
|
|||
Anti-dilutive shares
(1)
|
125,500
|
|
721,893
|
|
779,732
|
|
(1)
|
Included stock options and non-vested restricted shares not considered for the calculation of diluted EPS as their inclusion would have been anti-dilutive.
|
|
December 31,
|
|||||
|
2016
|
2015
|
2014
|
|||
Valuation Assumptions:
|
|
|
|
|||
Expected dividend yield
|
0.0
|
%
|
0.0
|
%
|
0.0
|
%
|
Expected volatility
|
35.9
|
%
|
45.4
|
%
|
35.3
|
%
|
Expected term (years)
|
6.9
|
|
6.9
|
|
6.9
|
|
Risk-free interest rate
|
1.7
|
%
|
1.6
|
%
|
2.3
|
%
|
|
Number of Options
|
Weighted Average Exercise Price
|
Weighted Average Remaining Contractual Term (years)
|
|||
Balance, December 31, 2013
|
2,266,500
|
|
$
|
10.03
|
|
4.94
|
Granted
|
309,732
|
|
12.04
|
|
|
|
Exercised
|
22,500
|
|
11.11
|
|
|
|
Forfeited
|
44,000
|
|
9.66
|
|
|
|
Canceled
|
—
|
|
—
|
|
|
|
Expired
|
—
|
|
—
|
|
|
|
Balance, December 31, 2014
|
2,509,732
|
|
$
|
10.28
|
|
4.52
|
Granted
|
205,661
|
|
10.39
|
|
|
|
Exercised
|
37,500
|
|
9.41
|
|
|
|
Forfeited
|
41,500
|
|
10.75
|
|
|
|
Canceled
|
77,000
|
|
10.00
|
|
|
|
Expired
|
—
|
|
—
|
|
|
|
Balance, December 31, 2015
|
2,559,393
|
|
$
|
10.30
|
|
3.98
|
Granted
|
22,000
|
|
12.07
|
|
|
|
Exercised
|
250,000
|
|
10.69
|
|
|
|
Forfeited
|
23,500
|
|
11.77
|
|
|
|
Canceled
|
1,174,500
|
|
10.00
|
|
|
|
Expired
|
—
|
|
—
|
|
|
|
Balance, December 31, 2016
|
1,133,393
|
|
$
|
10.53
|
|
5.76
|
|
|
|
|
|||
Exercisable as of December 31, 2014
|
1,693,500
|
|
$
|
10.04
|
|
2.75
|
Exercisable as of December 31, 2015
|
1,789,750
|
|
$
|
9.99
|
|
2.28
|
Exercisable as of December 31, 2016
|
575,116
|
|
$
|
10.01
|
|
4.32
|
Non-vested options:
|
Number of Options
|
Weighted Average Grant-Date
Fair Value |
|||
Balance, December 31, 2013
|
641,500
|
|
$
|
4.89
|
|
Granted
|
309,732
|
|
4.90
|
|
|
Vested
|
91,000
|
|
5.12
|
|
|
Forfeited
|
44,000
|
|
4.84
|
|
|
Balance, December 31, 2014
|
816,232
|
|
$
|
4.87
|
|
Granted
|
205,661
|
|
4.98
|
|
|
Vested
|
210,750
|
|
5.91
|
|
|
Forfeited
|
41,500
|
|
4.85
|
|
|
Balance, December 31, 2015
|
769,643
|
|
$
|
4.93
|
|
Granted
|
22,000
|
|
5.14
|
|
|
Vested
|
209,866
|
|
3.73
|
|
|
Forfeited
|
23,500
|
|
5.16
|
|
|
Balance, December 31, 2016
|
558,277
|
|
$
|
4.95
|
|
Non-vested restricted shares:
|
Number of Shares
|
Weighted Average Grant-Date
Fair Value |
|||
Balance, December 31, 2013
|
—
|
|
$
|
—
|
|
Granted
|
27,000
|
|
10.66
|
|
|
Vested
|
—
|
|
—
|
|
|
Forfeited
|
—
|
|
—
|
|
|
Balance, December 31, 2014
|
27,000
|
|
$
|
10.66
|
|
Granted
|
282,916
|
|
10.54
|
|
|
Vested
|
—
|
|
—
|
|
|
Forfeited
|
4,000
|
|
10.57
|
|
|
Balance, December 31, 2015
|
305,916
|
|
$
|
10.55
|
|
Granted
|
497,309
|
|
13.45
|
|
|
Vested
|
6,799
|
|
47.80
|
|
|
Forfeited
|
13,121
|
|
11.76
|
|
|
Balance, December 31, 2016
|
783,305
|
|
$
|
12.05
|
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||
|
as of December 31, 2016
|
|
as of December 31, 2016
|
||||||
(Dollars in thousands)
|
Balance Sheet Location
|
Fair Value
|
|
Balance Sheet Location
|
Fair Value
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
||||
Interest rate products
|
Other assets
|
$
|
1,793
|
|
|
Other liabilities
|
$
|
80
|
|
Derivatives
not
designated as hedging instruments:
|
|
|
|
|
|
||||
Interest rate products
|
Other assets
|
$
|
10,324
|
|
|
Other liabilities
|
$
|
10,529
|
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||
|
as of December 31, 2015
|
|
as of December 31, 2015
|
||||||
(Dollars in thousands)
|
Balance Sheet Location
|
Fair Value
|
|
Balance Sheet Location
|
Fair Value
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
||||
Interest rate products
|
Other assets
|
$
|
—
|
|
|
Other liabilities
|
$
|
229
|
|
Derivatives
not
designated as hedging instruments:
|
|
|
|
|
|
||||
Interest rate products
|
Other assets
|
$
|
8,662
|
|
|
Other liabilities
|
$
|
9,363
|
|
|
|
|
Years Ended December 31,
|
||||||||
(Dollars in thousands)
|
|
|
2016
|
2015
|
2014
|
||||||
Derivatives designated as hedging instruments:
|
Location of Gain (Loss) Recognized in
Income on Derivative |
|
Amount of Gain (Loss)
Recognized in Income on Derivative |
||||||||
Interest rate products
|
Interest income
|
|
$
|
(88
|
)
|
$
|
(294
|
)
|
$
|
(321
|
)
|
|
Non-interest income
|
|
4
|
|
3
|
|
10
|
|
|||
|
Interest expense
|
|
(43
|
)
|
—
|
|
—
|
|
|||
Total
|
|
|
$
|
(127
|
)
|
$
|
(291
|
)
|
$
|
(311
|
)
|
|
|
|
|
|
|
||||||
Derivatives
not
designated as hedging instruments:
|
Location of Gain (Loss) Recognized in
Income on Derivative |
|
Amount of Gain (Loss)
Recognized in Income on Derivative |
||||||||
Interest rate products
|
Non-interest income
|
|
$
|
528
|
|
$
|
(174
|
)
|
$
|
(423
|
)
|
Total
|
|
|
$
|
528
|
|
$
|
(174
|
)
|
$
|
(423
|
)
|
•
|
Level 1 – Financial assets and liabilities for which inputs are observable and are obtained from reliable quoted prices for identical assets or liabilities in actively traded markets. This is the most reliable fair value measurement and includes, for example, active exchange-traded equity securities.
|
•
|
Level 2 – Financial assets and liabilities for which values are based on quoted prices in markets that are not active or for which values are based on similar assets or liabilities that are actively traded. Level 2 also includes pricing models in which the inputs are corroborated by market data, for example, matrix pricing.
|
•
|
Level 3 – Financial assets and liabilities for which values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. Level 3 inputs include assumptions of a source independent of the reporting entity or the reporting entity’s own assumptions that are supported by little or no market activity or observable inputs.
|
|
December 31, 2016
|
|||||||||||
(Dollars in thousands)
|
Level 1
|
Level 2
|
Level 3
|
Total Assets /
Liabilities at Fair Value |
||||||||
Financial assets:
|
|
|
|
|
||||||||
Investment securities available-for-sale:
|
|
|
|
|
||||||||
Corporate bonds
|
$
|
—
|
|
$
|
54,045
|
|
$
|
—
|
|
$
|
54,045
|
|
Trust preferred securities
|
—
|
|
17,798
|
|
—
|
|
17,798
|
|
||||
Non-agency mortgage-backed securities
|
—
|
|
5,764
|
|
—
|
|
5,764
|
|
||||
Non-agency collateralized loan obligations
|
—
|
|
16,180
|
|
—
|
|
16,180
|
|
||||
Agency collateralized mortgage obligations
|
—
|
|
43,821
|
|
—
|
|
43,821
|
|
||||
Agency mortgage-backed securities
|
—
|
|
24,149
|
|
—
|
|
24,149
|
|
||||
Agency debentures
|
—
|
|
4,783
|
|
—
|
|
4,783
|
|
||||
Equity securities
|
8,352
|
|
—
|
|
—
|
|
8,352
|
|
||||
Interest rate swaps
|
—
|
|
12,117
|
|
—
|
|
12,117
|
|
||||
Total financial assets
|
8,352
|
|
178,657
|
|
—
|
|
187,009
|
|
||||
|
|
|
|
|
||||||||
Financial liabilities:
|
|
|
|
|
||||||||
Interest rate swaps
|
—
|
|
10,609
|
|
—
|
|
10,609
|
|
||||
Total financial liabilities
|
$
|
—
|
|
$
|
10,609
|
|
$
|
—
|
|
$
|
10,609
|
|
|
December 31, 2015
|
|||||||||||
(Dollars in thousands)
|
Level 1
|
Level 2
|
Level 3
|
Total Assets /
Liabilities at Fair Value |
||||||||
Financial assets:
|
|
|
|
|
||||||||
Investment securities available-for-sale:
|
|
|
|
|
||||||||
Corporate bonds
|
$
|
—
|
|
$
|
43,733
|
|
$
|
—
|
|
$
|
43,733
|
|
Trust preferred securities
|
—
|
|
16,601
|
|
—
|
|
16,601
|
|
||||
Non-agency mortgage-backed securities
|
—
|
|
5,743
|
|
—
|
|
5,743
|
|
||||
Non-agency collateralized loan obligations
|
—
|
|
11,711
|
|
—
|
|
11,711
|
|
||||
Agency collateralized mortgage obligations
|
—
|
|
49,371
|
|
—
|
|
49,371
|
|
||||
Agency mortgage-backed securities
|
—
|
|
28,669
|
|
—
|
|
28,669
|
|
||||
Agency debentures
|
—
|
|
4,732
|
|
—
|
|
4,732
|
|
||||
Equity securities
|
7,759
|
|
—
|
|
—
|
|
7,759
|
|
||||
Interest rate swaps
|
—
|
|
8,662
|
|
—
|
|
8,662
|
|
||||
Total financial assets
|
7,759
|
|
169,222
|
|
—
|
|
176,981
|
|
||||
|
|
|
|
|
||||||||
Financial liabilities:
|
|
|
|
|
||||||||
Interest rate swaps
|
—
|
|
9,592
|
|
—
|
|
9,592
|
|
||||
Total financial liabilities
|
$
|
—
|
|
$
|
9,592
|
|
$
|
—
|
|
$
|
9,592
|
|
|
December 31, 2016
|
|||||||||||
(Dollars in thousands)
|
Level 1
|
Level 2
|
Level 3
|
Total Assets
at Fair Value |
||||||||
Loans measured for impairment, net
|
$
|
—
|
|
$
|
—
|
|
$
|
10,851
|
|
$
|
10,851
|
|
Other real estate owned
|
—
|
|
—
|
|
4,178
|
|
4,178
|
|
||||
Total assets
|
$
|
—
|
|
$
|
—
|
|
$
|
15,029
|
|
$
|
15,029
|
|
|
December 31, 2015
|
|||||||||||
(Dollars in thousands)
|
Level 1
|
Level 2
|
Level 3
|
Total Assets
at Fair Value |
||||||||
Loans measured for impairment, net
|
$
|
—
|
|
$
|
—
|
|
$
|
12,625
|
|
$
|
12,625
|
|
Other real estate owned
|
—
|
|
—
|
|
1,730
|
|
1,730
|
|
||||
Total assets
|
$
|
—
|
|
$
|
—
|
|
$
|
14,355
|
|
$
|
14,355
|
|
|
December 31, 2016
|
|||||||||
(Dollars in thousands)
|
Fair Value
|
|
Valuation Techniques
(1)
|
|
Significant Unobservable Inputs
|
|
Weighted Average Discount Rate
|
|||
Loans measured for impairment, net
|
$
|
10,851
|
|
|
Discounted cash flow
|
|
Discount due to restructured nature of operations
|
|
6
|
%
|
|
|
|
|
|
|
|
|
|||
Other real estate owned
|
$
|
4,178
|
|
|
Appraisal value
|
|
Discount due to salability conditions
|
|
10
|
%
|
(1)
|
Fair value is generally determined through independent appraisals of the underlying collateral, which may include level 3 inputs that are not identifiable, or by using the discounted cash flow method if the loan is not collateral dependent.
|
|
December 31, 2015
|
|||||||||
(Dollars in thousands)
|
Fair Value
|
|
Valuation Techniques
(1)
|
|
Significant Unobservable Inputs
|
|
Weighted Average Discount Rate
|
|||
Loans measured for impairment, net
|
$
|
5,428
|
|
|
Appraisal value or Liquidation analysis
|
|
Discount due to salability conditions
|
|
14
|
%
|
|
|
|
|
|
|
|
|
|||
Loans measured for impairment, net
|
$
|
7,197
|
|
|
Discounted cash flow
|
|
Discount due to restructured nature of operations
|
|
7
|
%
|
|
|
|
|
|
|
|
|
|||
Other real estate owned
|
$
|
1,730
|
|
|
Appraisal value
|
|
Discount due to salability conditions
|
|
10
|
%
|
(1)
|
Fair value is generally determined through independent appraisals or liquidation analysis of the underlying collateral, which may include level 3 inputs that are not identifiable, or by using the discounted cash flow method if the loan is not collateral dependent.
|
|
December 31, 2016
|
|
December 31, 2015
|
|||||||||||
(Dollars in thousands)
|
Fair Value
Level |
Carrying
Amount |
Estimated
Fair Value |
|
Carrying
Amount |
Estimated
Fair Value |
||||||||
Financial assets:
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
1
|
$
|
103,994
|
|
$
|
103,994
|
|
|
$
|
96,676
|
|
$
|
96,676
|
|
Investment securities available-for-sale: debt
|
2
|
166,540
|
|
166,540
|
|
|
160,560
|
|
160,560
|
|
||||
Investment securities available-for-sale: equity
|
1
|
8,352
|
|
8,352
|
|
|
7,759
|
|
7,759
|
|
||||
Investment securities held-to-maturity
|
2
|
53,940
|
|
54,498
|
|
|
47,290
|
|
48,099
|
|
||||
Federal Home Loan Bank stock
|
2
|
9,641
|
|
9,641
|
|
|
9,802
|
|
9,802
|
|
||||
Loans held-for-investment, net
|
3
|
3,382,292
|
|
3,362,031
|
|
|
2,823,310
|
|
2,813,278
|
|
||||
Accrued interest receivable
|
2
|
9,614
|
|
9,614
|
|
|
7,056
|
|
7,056
|
|
||||
Investment management fees receivable
|
2
|
7,749
|
|
7,749
|
|
|
6,191
|
|
6,191
|
|
||||
Bank owned life insurance
|
2
|
64,815
|
|
64,815
|
|
|
60,019
|
|
60,019
|
|
||||
Interest rate swaps
|
2
|
12,117
|
|
12,117
|
|
|
8,662
|
|
8,662
|
|
||||
Other real estate owned
|
3
|
4,178
|
|
4,178
|
|
|
1,730
|
|
1,730
|
|
||||
|
|
|
|
|
|
|
||||||||
Financial liabilities:
|
|
|
|
|
|
|
||||||||
Deposits
|
2
|
3,286,779
|
|
3,286,553
|
|
|
2,689,844
|
|
2,690,693
|
|
||||
Borrowings, net
|
2
|
239,510
|
|
240,143
|
|
|
254,308
|
|
255,179
|
|
||||
Interest rate swaps
|
2
|
10,609
|
|
10,609
|
|
|
9,592
|
|
9,592
|
|
|
Years Ended December 31,
|
||||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||||||||||||||||||||
(Dollars in thousands)
|
Investment Securities
|
Derivatives
|
Total
|
|
Investment Securities
|
Derivatives
|
Total
|
|
Investment Securities
|
Derivatives
|
Total
|
||||||||||||||||||
Balance, beginning of period
|
$
|
(1,443
|
)
|
$
|
—
|
|
$
|
(1,443
|
)
|
|
$
|
(627
|
)
|
$
|
—
|
|
$
|
(627
|
)
|
|
$
|
(1,744
|
)
|
$
|
—
|
|
$
|
(1,744
|
)
|
Change in unrealized holding gains (losses)
|
1,166
|
|
1,100
|
|
2,266
|
|
|
(795
|
)
|
—
|
|
(795
|
)
|
|
2,034
|
|
—
|
|
2,034
|
|
|||||||||
Losses (gains) reclassified from other comprehensive income
(1)
|
(20
|
)
|
27
|
|
7
|
|
|
(21
|
)
|
—
|
|
(21
|
)
|
|
(917
|
)
|
—
|
|
(917
|
)
|
|||||||||
Net other comprehensive income (loss)
|
1,146
|
|
1,127
|
|
2,273
|
|
|
(816
|
)
|
—
|
|
(816
|
)
|
|
1,117
|
|
—
|
|
1,117
|
|
|||||||||
Balance, end of period
|
$
|
(297
|
)
|
$
|
1,127
|
|
$
|
830
|
|
|
$
|
(1,443
|
)
|
$
|
—
|
|
$
|
(1,443
|
)
|
|
$
|
(627
|
)
|
$
|
—
|
|
$
|
(627
|
)
|
(1)
|
Consists of net realized gain on the sale of investment securities available-for-sale of
$31,000
,
$33,000
and
$1.4 million
, net of income tax expense of
$11,000
,
$12,000
and
$511,000
for the years ended December 31,
2016
,
2015
and
2014
, respectively, and net realized loss on derivatives of
$43,000
,
$0
and
$0
, net of income tax benefit of
$16,000
,
$0
and
$0
for the years ended December 31,
2016
,
2015
and
2014
, respectively.
|
(Dollars in thousands)
|
|
|
Years Ended December 31,
|
||||||||
Related Party
|
Affiliation
|
Nature of Transaction
|
2016
|
2015
|
2014
|
||||||
Ascent Data Corporation
|
Owned by a director
|
Systems consulting
|
$
|
—
|
|
$
|
—
|
|
$
|
32
|
|
Voyager Jet Center
|
Owned by a director
|
Aircraft charter
|
104
|
|
73
|
|
158
|
|
|||
Total
|
|
|
$
|
104
|
|
$
|
73
|
|
$
|
190
|
|
CONDENSED STATEMENTS OF FINANCIAL CONDITION
|
|
|
||||
PARENT COMPANY ONLY
|
|
|
||||
|
December 31,
|
|||||
(Dollars in thousands)
|
2016
|
2015
|
||||
ASSETS
|
|
|||||
|
|
|
||||
Cash and cash equivalents
|
$
|
4,728
|
|
$
|
4,936
|
|
Investment securities available-for-sale
|
8,352
|
|
7,759
|
|
||
Investment in subsidiaries
|
374,577
|
|
348,966
|
|
||
Prepaid expenses and other assets
|
892
|
|
80
|
|
||
Total assets
|
$
|
388,549
|
|
$
|
361,741
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
||||
|
|
|
||||
Borrowings, net
|
$
|
34,510
|
|
$
|
34,308
|
|
Other accrued expenses and other liabilities
|
2,232
|
|
1,456
|
|
||
Shareholders’ equity
|
351,807
|
|
325,977
|
|
||
Total liabilities and shareholders’ equity
|
$
|
388,549
|
|
$
|
361,741
|
|
CONDENSED STATEMENTS OF INCOME
|
|
|
|
||||||
PARENT COMPANY ONLY
|
|
|
|
||||||
|
Years Ended December 31,
|
||||||||
(Dollars in thousands)
|
2016
|
2015
|
2014
|
||||||
Interest income
|
$
|
301
|
|
$
|
268
|
|
$
|
259
|
|
Dividends received from subsidiaries
|
23,100
|
|
2,510
|
|
2,480
|
|
|||
Total interest and dividend income
|
23,401
|
|
2,778
|
|
2,739
|
|
|||
Interest expense
|
2,215
|
|
2,215
|
|
1,266
|
|
|||
Net interest income
|
21,186
|
|
563
|
|
1,473
|
|
|||
Non-interest income
|
—
|
|
—
|
|
—
|
|
|||
Non-interest expense
|
370
|
|
91
|
|
119
|
|
|||
Income before income taxes and undisbursed income of subsidiaries
|
20,816
|
|
472
|
|
1,354
|
|
|||
Income tax expense (benefit)
|
(877
|
)
|
68
|
|
(467
|
)
|
|||
Income before undisbursed income of subsidiaries
|
21,693
|
|
404
|
|
1,821
|
|
|||
Undisbursed income of subsidiaries
|
6,948
|
|
22,084
|
|
14,107
|
|
|||
Net income
|
$
|
28,641
|
|
$
|
22,488
|
|
$
|
15,928
|
|
CONDENSED STATEMENTS OF CASH FLOWS
|
|
|
|
||||||
PARENT COMPANY ONLY
|
|
|
|
||||||
|
Years Ended December 31,
|
||||||||
(Dollars in thousands)
|
2016
|
2015
|
2014
|
||||||
Cash Flows from Operating Activities:
|
|
||||||||
Net income
|
$
|
28,641
|
|
$
|
22,488
|
|
$
|
15,928
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||||
Undisbursed income of subsidiaries
|
(6,948
|
)
|
(22,084
|
)
|
(14,107
|
)
|
|||
Amortization of deferred financing costs
|
202
|
|
203
|
|
118
|
|
|||
Increase (decrease) in accrued interest payable
|
—
|
|
(143
|
)
|
1,149
|
|
|||
Decrease (increase) in other assets
|
(913
|
)
|
587
|
|
(453
|
)
|
|||
Increase (decrease) in other liabilities
|
776
|
|
532
|
|
(123
|
)
|
|||
Net cash provided by operating activities
|
21,758
|
|
1,583
|
|
2,512
|
|
|||
Cash Flows from Investing Activities:
|
|
|
|
||||||
Purchase of investment securities available-for-sale
|
(285
|
)
|
(248
|
)
|
(8,110
|
)
|
|||
Net payments for investments in subsidiaries
|
(13,030
|
)
|
(12,600
|
)
|
(69,580
|
)
|
|||
Net cash used in investing activities
|
(13,315
|
)
|
(12,848
|
)
|
(77,690
|
)
|
|||
Cash Flows from Financing Activities:
|
|
|
|
||||||
Net proceeds from issuance of subordinated notes payable
|
—
|
|
—
|
|
33,988
|
|
|||
Net proceeds from exercise of stock options
|
2,674
|
|
353
|
|
250
|
|
|||
Cancellation of stock options
|
(6,200
|
)
|
(229
|
)
|
—
|
|
|||
Purchase of treasury stock
|
(5,125
|
)
|
(3,158
|
)
|
(6,746
|
)
|
|||
Net cash provided by (used in) financing activities
|
(8,651
|
)
|
(3,034
|
)
|
27,492
|
|
|||
Net change in cash and cash equivalents
|
(208
|
)
|
(14,299
|
)
|
(47,686
|
)
|
|||
Cash and cash equivalents at beginning of year
|
4,936
|
|
19,235
|
|
66,921
|
|
|||
Cash and cash equivalents at end of year
|
$
|
4,728
|
|
$
|
4,936
|
|
$
|
19,235
|
|
•
|
The Bank segment provides commercial banking and private banking services to middle-market businesses and high-net-worth individuals through the TriState Capital Bank subsidiary.
|
•
|
The Investment Management segment provides advisory and sub-advisory investment management services to primarily institutional plan sponsors through the Chartwell Investment Partners, LLC subsidiary and also supports distribution and marketing efforts for Chartwell’s proprietary investment products through the Chartwell TSC Securities Corp. subsidiary.
|
(Dollars in thousands)
|
December 31, 2016
|
December 31, 2015
|
||||
Assets:
|
|
|
||||
Bank
|
$
|
3,846,353
|
|
$
|
3,236,756
|
|
Investment management
|
85,072
|
|
65,516
|
|
||
Parent and other
|
(968
|
)
|
(101
|
)
|
||
Total assets
|
$
|
3,930,457
|
|
$
|
3,302,171
|
|
|
Year Ended December 31, 2016
|
|||||||||||
(Dollars in thousands)
|
Bank
|
Investment
Management |
Parent
and Other |
Consolidated
|
||||||||
Income statement data:
|
|
|
|
|
||||||||
Interest income
|
$
|
98,027
|
|
$
|
—
|
|
$
|
285
|
|
$
|
98,312
|
|
Interest expense
|
21,300
|
|
—
|
|
2,199
|
|
23,499
|
|
||||
Net interest income (loss)
|
76,727
|
|
—
|
|
(1,914
|
)
|
74,813
|
|
||||
Provision for loan losses
|
838
|
|
—
|
|
—
|
|
838
|
|
||||
Net interest income (loss) after provision for loan losses
|
75,889
|
|
—
|
|
(1,914
|
)
|
73,975
|
|
||||
Non-interest income:
|
|
|
|
|
||||||||
Investment management fees
|
—
|
|
37,258
|
|
(223
|
)
|
37,035
|
|
||||
Net gain on the sale and call of investment securities
|
77
|
|
—
|
|
—
|
|
77
|
|
||||
Other non-interest income
|
9,393
|
|
3
|
|
—
|
|
9,396
|
|
||||
Total non-interest income
|
9,470
|
|
37,261
|
|
(223
|
)
|
46,508
|
|
||||
Non-interest expense:
|
|
|
|
|
||||||||
Intangible amortization expense
|
—
|
|
1,753
|
|
—
|
|
1,753
|
|
||||
Change in fair value of acquisition earn out
|
—
|
|
(3,687
|
)
|
—
|
|
(3,687
|
)
|
||||
Other non-interest expense
|
52,676
|
|
27,905
|
|
147
|
|
80,728
|
|
||||
Total non-interest expense
|
52,676
|
|
25,971
|
|
147
|
|
78,794
|
|
||||
Income (loss) before tax
|
32,683
|
|
11,290
|
|
(2,284
|
)
|
41,689
|
|
||||
Income tax expense (benefit)
|
9,568
|
|
4,357
|
|
(877
|
)
|
13,048
|
|
||||
Net income (loss)
|
$
|
23,115
|
|
$
|
6,933
|
|
$
|
(1,407
|
)
|
$
|
28,641
|
|
|
Year Ended December 31, 2015
|
|||||||||||
(Dollars in thousands)
|
Bank
|
Investment
Management |
Parent
and Other |
Consolidated
|
||||||||
Income statement data:
|
|
|
|
|
||||||||
Interest income
|
$
|
83,347
|
|
$
|
—
|
|
$
|
249
|
|
$
|
83,596
|
|
Interest expense
|
13,448
|
|
—
|
|
2,195
|
|
15,643
|
|
||||
Net interest income (loss)
|
69,899
|
|
—
|
|
(1,946
|
)
|
67,953
|
|
||||
Provision for loan losses
|
13
|
|
—
|
|
—
|
|
13
|
|
||||
Net interest income (loss) after provision for loan losses
|
69,886
|
|
—
|
|
(1,946
|
)
|
67,940
|
|
||||
Non-interest income:
|
|
|
|
|
||||||||
Investment management fees
|
—
|
|
29,814
|
|
(196
|
)
|
29,618
|
|
||||
Net gain on the sale and call of investment securities
|
33
|
|
—
|
|
—
|
|
33
|
|
||||
Other non-interest income
|
5,840
|
|
(8
|
)
|
—
|
|
5,832
|
|
||||
Total non-interest income
|
5,873
|
|
29,806
|
|
(196
|
)
|
35,483
|
|
||||
Non-interest expense:
|
|
|
|
|
||||||||
Intangible amortization expense
|
—
|
|
1,558
|
|
—
|
|
1,558
|
|
||||
Other non-interest expense
|
47,186
|
|
21,403
|
|
(104
|
)
|
68,485
|
|
||||
Total non-interest expense
|
47,186
|
|
22,961
|
|
(104
|
)
|
70,043
|
|
||||
Income (loss) before tax
|
28,573
|
|
6,845
|
|
(2,038
|
)
|
33,380
|
|
||||
Income tax expense (benefit)
|
8,347
|
|
2,477
|
|
68
|
|
10,892
|
|
||||
Net income (loss)
|
$
|
20,226
|
|
$
|
4,368
|
|
$
|
(2,106
|
)
|
$
|
22,488
|
|
|
Year Ended December 31, 2014
|
|||||||||||
(Dollars in thousands)
|
Bank
|
Investment
Management |
Parent
and Other |
Consolidated
|
||||||||
Income statement data:
|
|
|
|
|
||||||||
Interest income
|
$
|
77,975
|
|
$
|
—
|
|
$
|
110
|
|
$
|
78,085
|
|
Interest expense
|
11,134
|
|
—
|
|
1,117
|
|
12,251
|
|
||||
Net interest income (loss)
|
66,841
|
|
—
|
|
(1,007
|
)
|
65,834
|
|
||||
Provision for loan losses
|
10,159
|
|
—
|
|
—
|
|
10,159
|
|
||||
Net interest income (loss) after provision for loan losses
|
56,682
|
|
—
|
|
(1,007
|
)
|
55,675
|
|
||||
Non-interest income:
|
|
|
|
|
||||||||
Investment management fees
|
—
|
|
25,219
|
|
(157
|
)
|
25,062
|
|
||||
Net gain on the sale and call of investment securities
|
1,428
|
|
—
|
|
—
|
|
1,428
|
|
||||
Other non-interest income
|
5,021
|
|
38
|
|
—
|
|
5,059
|
|
||||
Total non-interest income
|
6,449
|
|
25,257
|
|
(157
|
)
|
31,549
|
|
||||
Non-interest expense:
|
|
|
|
|
||||||||
Intangible amortization expense
|
—
|
|
1,299
|
|
—
|
|
1,299
|
|
||||
Change in fair value of acquisition earn out
|
—
|
|
1,614
|
|
—
|
|
1,614
|
|
||||
Other non-interest expense
|
43,115
|
|
18,338
|
|
(39
|
)
|
61,414
|
|
||||
Total non-interest expense
|
43,115
|
|
21,251
|
|
(39
|
)
|
64,327
|
|
||||
Income (loss) before tax
|
20,016
|
|
4,006
|
|
(1,125
|
)
|
22,897
|
|
||||
Income tax expense (benefit)
|
5,909
|
|
1,527
|
|
(467
|
)
|
6,969
|
|
||||
Net income (loss)
|
$
|
14,107
|
|
$
|
2,479
|
|
$
|
(658
|
)
|
$
|
15,928
|
|
|
2016
|
|||||||||||
(Dollars in thousands, except per share data)
|
Fourth
Quarter |
Third
Quarter |
Second
Quarter |
First
Quarter |
||||||||
Income statement data:
|
(unaudited)
|
|||||||||||
Interest income
|
$
|
26,232
|
|
$
|
24,925
|
|
$
|
23,795
|
|
$
|
23,360
|
|
Interest expense
|
6,719
|
|
6,221
|
|
5,576
|
|
4,983
|
|
||||
Net interest income
|
19,513
|
|
18,704
|
|
18,219
|
|
18,377
|
|
||||
Provision (credit) for loan losses
|
1,178
|
|
(542
|
)
|
80
|
|
122
|
|
||||
Net interest income after provision for loan losses
|
18,335
|
|
19,246
|
|
18,139
|
|
18,255
|
|
||||
Non-interest income:
|
|
|
|
|
||||||||
Investment management fees
|
10,221
|
|
10,333
|
|
9,462
|
|
7,019
|
|
||||
Net gain on the sale and call of investment securities
|
—
|
|
14
|
|
62
|
|
1
|
|
||||
Other non-interest income
|
3,428
|
|
2,150
|
|
1,923
|
|
1,895
|
|
||||
Total non-interest income
|
13,649
|
|
12,497
|
|
11,447
|
|
8,915
|
|
||||
Non-interest expense:
|
|
|
|
|
||||||||
Intangible amortization expense
|
462
|
|
463
|
|
438
|
|
390
|
|
||||
Change in fair value of acquisition earn out
|
(2,478
|
)
|
(1,209
|
)
|
—
|
|
—
|
|
||||
Other non-interest expense
|
22,833
|
|
21,260
|
|
19,019
|
|
17,616
|
|
||||
Total non-interest expense
|
20,817
|
|
20,514
|
|
19,457
|
|
18,006
|
|
||||
Income before tax
|
11,167
|
|
11,229
|
|
10,129
|
|
9,164
|
|
||||
Income tax expense
|
3,596
|
|
2,775
|
|
3,356
|
|
3,321
|
|
||||
Net income
|
$
|
7,571
|
|
$
|
8,454
|
|
$
|
6,773
|
|
$
|
5,843
|
|
|
|
|
|
|
||||||||
Earnings per common share:
|
|
|
|
|
||||||||
Basic
|
$
|
0.27
|
|
$
|
0.31
|
|
$
|
0.25
|
|
$
|
0.21
|
|
Diluted
|
$
|
0.27
|
|
$
|
0.30
|
|
$
|
0.24
|
|
$
|
0.21
|
|
|
2015
|
|||||||||||
(Dollars in thousands, except per share data)
|
Fourth
Quarter |
Third
Quarter |
Second
Quarter |
First
Quarter |
||||||||
Income statement data:
|
(unaudited)
|
|||||||||||
Interest income
|
$
|
21,923
|
|
$
|
20,989
|
|
$
|
20,481
|
|
$
|
20,203
|
|
Interest expense
|
4,312
|
|
3,984
|
|
3,808
|
|
3,539
|
|
||||
Net interest income
|
17,611
|
|
17,005
|
|
16,673
|
|
16,664
|
|
||||
Provision (credit) for loan losses
|
244
|
|
(1,341
|
)
|
185
|
|
925
|
|
||||
Net interest income after provision for loan losses
|
17,367
|
|
18,346
|
|
16,488
|
|
15,739
|
|
||||
Non-interest income:
|
|
|
|
|
||||||||
Investment management fees
|
7,429
|
|
7,020
|
|
7,514
|
|
7,655
|
|
||||
Net gain on the sale and call of investment securities
|
16
|
|
—
|
|
—
|
|
17
|
|
||||
Other non-interest income
|
1,597
|
|
995
|
|
2,062
|
|
1,178
|
|
||||
Total non-interest income
|
9,042
|
|
8,015
|
|
9,576
|
|
8,850
|
|
||||
Non-interest expense:
|
|
|
|
|
||||||||
Intangible amortization expense
|
389
|
|
390
|
|
390
|
|
389
|
|
||||
Other non-interest expense
|
17,669
|
|
16,911
|
|
17,192
|
|
16,713
|
|
||||
Total non-interest expense
|
18,058
|
|
17,301
|
|
17,582
|
|
17,102
|
|
||||
Income before tax
|
8,351
|
|
9,060
|
|
8,482
|
|
7,487
|
|
||||
Income tax expense
|
2,765
|
|
2,942
|
|
2,754
|
|
2,431
|
|
||||
Net income
|
$
|
5,586
|
|
$
|
6,118
|
|
$
|
5,728
|
|
$
|
5,056
|
|
|
|
|
|
|
||||||||
Earnings per common share:
|
|
|
|
|
||||||||
Basic
|
$
|
0.20
|
|
$
|
0.22
|
|
$
|
0.21
|
|
$
|
0.18
|
|
Diluted
|
$
|
0.20
|
|
$
|
0.22
|
|
$
|
0.20
|
|
$
|
0.18
|
|
TRISTATE CAPITAL HOLDINGS, INC.
|
|||
|
|
|
|
Date:
|
February 14, 2017
|
By:
|
/s/ James F. Getz
|
|
|
|
James F. Getz
|
|
|
|
Chairman, President and Chief Executive Officer
|
|
|
|
|
Date:
|
February 14, 2017
|
By:
|
/s/ Mark L. Sullivan
|
|
|
|
Mark L. Sullivan
|
|
|
|
Vice Chairman and Chief Financial Officer
|
|
|
|
|
Date:
|
February 14, 2017
|
By:
|
/s/ James F. Getz
|
|
|
|
James F. Getz
|
|
|
|
Chairman, President, Chief Executive Officer and Director
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
Date:
|
February 14, 2017
|
By:
|
/s/ Mark L. Sullivan
|
|
|
|
Mark L. Sullivan
|
|
|
|
Vice Chairman, Chief Financial Officer and Director
|
|
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
Date:
|
February 14, 2017
|
By:
|
/s/ David L. Bonvenuto*
|
|
|
|
David L. Bonvenuto
|
|
|
|
Director
|
|
|
|
|
Date:
|
February 14, 2017
|
By:
|
/s/ Anthony J. Buzzelli*
|
|
|
|
Anthony J. Buzzelli
|
|
|
|
Director
|
|
|
|
|
Date:
|
February 14, 2017
|
By:
|
/s/ Helen Hanna Casey*
|
|
|
|
Helen Hanna Casey
|
|
|
|
Director
|
|
|
|
|
Date:
|
February 14, 2017
|
By:
|
/s/ E.H. (Gene) Dewhurst*
|
|
|
|
E.H. (Gene) Dewhurst
|
|
|
|
Director
|
|
|
|
|
Date:
|
February 14, 2017
|
By:
|
/s/ James J. Dolan*
|
|
|
|
James J. Dolan
|
|
|
|
Director
|
|
|
|
|
Date:
|
February 14, 2017
|
By:
|
/s/ James E. Minnick*
|
|
|
|
James E. Minnick
|
|
|
|
Director
|
|
|
|
|
Date:
|
February 14, 2017
|
By:
|
/s/ Kim A. Ruth*
|
|
|
|
Kim A. Ruth
|
|
|
|
Director
|
|
|
|
|
Date:
|
February 14, 2017
|
By:
|
/s/ A. William Schenck, III*
|
|
|
|
A. William Schenck, III
|
|
|
|
Vice Chairman and Director
|
|
|
|
|
Date:
|
February 14, 2017
|
By:
|
/s/ Richard B. Seidel*
|
|
|
|
Richard B. Seidel
|
|
|
|
Director
|
|
|
|
|
Date:
|
February 14, 2017
|
By:
|
/s/ John B. Yasinsky*
|
|
|
|
John B. Yasinsky
|
|
|
|
Director
|
|
|
|
|
|
*
|
By:
|
/s/ James F. Getz
|
|
|
|
James F. Getz,
Attorney-in-Fact
|
|
|
|
|
No.
|
Description
|
2.1
|
TriState Capital Holdings, Inc. asset purchase agreement to acquire Chartwell Investment Partners, L.P. dated January 3, 2014, which is incorporated by reference to our Annual Report on Form 10-K filed with the SEC on March 3, 2014.
|
2.2
|
TriState Capital Holdings, Inc. asset purchase agreement to acquire The Killen Group, Inc. dated December 16, 2015, which is incorporated by reference to our Annual Report on Form 10-K filed with the SEC on February 16, 2016.
|
3.1
|
Amended and Restated Articles of Incorporation, which is incorporated by reference to our Registration Statement on Form S-1/A (File No. 333-187681) filed with the SEC on April 16, 2013.
|
3.2
|
Bylaws, as amended, which is incorporated by reference to our Registration Statement on Form S-1/A (File No. 333-187681) filed with the SEC on April 16, 2013.
|
4.1
|
Specimen common stock certificate, which is incorporated by reference to our Registration Statement on Form S-1/A (File No. 333-187681) filed with the SEC on April 16, 2013.
|
10.1
|
TriState Capital Holdings, Inc. 2006 Stock Option Plan (“2006 Stock Option Plan”), which is incorporated by reference to our Registration Statement on Form S-1 (File No. 333-187681) filed with the SEC on April 2, 2013.
|
10.2
|
Form of Nonqualified Stock Option Award Agreement under 2006 Stock Option Plan, which is incorporated by reference to our Registration Statement on Form S-1 (File No. 333-187681) filed with the SEC on April 2, 2013.
|
10.3
|
Restricted Stock Award Agreement dated January 24, 2011, between TriState Capital Holdings, Inc. and James F. Getz, which is incorporated by reference to our Registration Statement on Form S-1 (File No. 333-187681) filed with the SEC on April 2, 2013.
|
10.4
|
Agreement of Lease dated August 29, 2006 between Oxford Development Company/Grant Street, Landlord, and TriState Capital Holdings, Inc., Tenant, and amendment thereto dated September 13, 2010, which is incorporated by reference to our Registration Statement on Form S-1 (File No. 333-187681) filed with the SEC on April 2, 2013.
|
10.5
|
Preferred Stock Purchase Agreement dated April 24, 2012, by and among TriState Capital Holdings, Inc., LM III TriState Holdings LLC and LM III-A TriState Holdings LLC, which is incorporated by reference to our Registration Statement on Form S-1 (File No. 333-187681) filed with the SEC on April 2, 2013.
|
10.6
|
Amendment No. 1 to the Preferred Stock Purchase Agreement dated August 10, 2012 by and among TriState Capital Holdings, Inc., LM III TriState Holdings LLC and LM III-A TriState Holdings LLC, which is incorporated by reference to our Registration Statement on Form S-1 (File No. 333-187681) filed with the SEC on April 2, 2013.
|
10.7
|
Agreement Regarding Perpetual Convertible Preferred Stock, Series C dated as of March 8, 2013, by and among TriState Capital Holdings, Inc., LM III TriState Holdings LLC and LM III-A TriState Holdings LLC, which is incorporated by reference to our Registration Statement on Form S-1 (File No. 333-187681) filed with the SEC on April 2, 2013.
|
10.8
|
Registration Rights Agreement dated August 10, 2012, by and among TriState Capital Holdings, Inc., LM III TriState Holdings LLC and LM III-A TriState Holdings LLC, which is incorporated by reference to our Registration Statement on Form S-1 (File No. 333-187681) filed with the SEC on April 2, 2013.
|
10.9
|
TriState Capital Bank Supplemental Executive Retirement Agreement dated February 28, 2013, by and among TriState Capital Holdings, Inc., TriState Capital Bank and James F. Getz, which is incorporated by reference to our Registration Statement on Form S-1 (File No. 333-187681) filed with the SEC on April 2, 2013.
|
10.10
|
TriState Capital Holdings, Inc. 2014 Omnibus Incentive Plan, which is incorporated by reference to our Definitive Proxy Statement on Form DEF 14A filed with the SEC on April 15, 2014.
|
10.11
|
TriState Capital Holdings, Inc. Short-Term Incentive Plan, which is incorporated by reference to our Definitive Proxy Statement on Form DEF 14A filed with the SEC on April 15, 2014.
|
21
|
Subsidiaries of TriState Capital Holdings, Inc., filed herewith.
|
23.2
|
Consent of KPMG LLP, Independent Registered Public Accounting Firm, filed herewith.
|
24
|
Power of Attorney, filed herewith.
|
31.1
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
|
31.2
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
|
32
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
|
101
|
The following materials from TriState Capital Holdings, Inc.’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2016
, formatted in XBRL: (i) the Consolidated Statements of Financial Condition, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Shareholders’ Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements, furnished herewith.
|
Name
|
State of Organization
|
TriState Capital Bank
|
Pennsylvania
|
Chartwell Investment Partners, LLC
|
Pennsylvania
|
Chartwell TSC Securities Corp.
|
Pennsylvania
|
Name
|
State of Organization
|
Meadowood Asset Management, LLC
|
Pennsylvania
|
Date:
|
February 10, 2016
|
By:
|
/s/ David L. Bonvenuto
|
|
|
|
David L. Bonvenuto
|
|
|
|
Director
|
|
|
|
|
Date:
|
February 10, 2016
|
By:
|
/s/ Anthony J. Buzzelli
|
|
|
|
Anthony J. Buzzelli
|
|
|
|
Director
|
|
|
|
|
Date:
|
February 10, 2016
|
By:
|
/s/ Helen Hanna Casey
|
|
|
|
Helen Hanna Casey
|
|
|
|
Director
|
|
|
|
|
Date:
|
February 10, 2016
|
By:
|
/s/ E.H. (Gene) Dewhurst
|
|
|
|
E.H. (Gene) Dewhurst
|
|
|
|
Director
|
|
|
|
|
Date:
|
February 10, 2016
|
By:
|
/s/ James J. Dolan
|
|
|
|
James J. Dolan
|
|
|
|
Director
|
|
|
|
|
Date:
|
February 10, 2016
|
By:
|
/s/ James E. Minnick
|
|
|
|
James E. Minnick
|
|
|
|
Director
|
|
|
|
|
Date:
|
February 10, 2016
|
By:
|
/s/ Kim A. Ruth
|
|
|
|
Kim A. Ruth
|
|
|
|
Director
|
|
|
|
|
Date:
|
February 10, 2016
|
By:
|
/s/ A. William Schenck, III
|
|
|
|
A. William Schenck, III
|
|
|
|
Vice Chairman and Director
|
|
|
|
|
Date:
|
February 10, 2016
|
By:
|
/s/ Richard B. Seidel
|
|
|
|
Richard B. Seidel
|
|
|
|
Director
|
|
|
|
|
Date:
|
February 10, 2016
|
By:
|
/s/ John B. Yasinsky
|
|
|
|
John B. Yasinsky
|
|
|
|
Director
|
|
|
|
|
1.
|
I have reviewed this Annual Report on Form 10-K of TriState Capital Holdings, 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 the Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls 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 me 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 the 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.
|
1.
|
I have reviewed this Annual Report on Form 10-K of TriState Capital Holdings, 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 the Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls 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 me 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 the 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.
|