ý
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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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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, no par value
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TSC
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The Nasdaq Stock Market
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Depositary Shares, Each Representing a 1/40th Interest in a Share of 6.75% Fixed-to-Floating Rate Series A Non-Cumulative Perpetual Preferred Stock
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TSCAP
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The Nasdaq Stock Market
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Depositary Shares, Each Representing a 1/40th Interest in a Share of 6.375% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred Stock
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TSCBP
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The Nasdaq Stock Market
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Large accelerated filer
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¨
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Accelerated filer
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ý
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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Emerging growth company
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¨
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•
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deterioration of our asset quality;
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•
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our ability to prudently manage our growth and execute our strategy, including the successful integration of past and future acquisitions and our ability to fully realize the cost savings and other benefits of our acquisitions, manage risks related to business disruption following those acquisitions, and customer disintermediation;
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•
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possible loan losses and changes in the value of collateral securing our loans;
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•
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possible changes in the speed of loan prepayments by customers and loan origination or sales volumes;
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•
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business and economic conditions generally and in the financial services industry, nationally and within our local market area;
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•
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changes in management personnel;
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•
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our ability to maintain important deposit customer relationships, our reputation and otherwise avoid liquidity risks;
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•
|
our ability to provide investment management performance competitive with our peers and benchmarks;
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•
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operational risks associated with our business, including cyber-security related risks;
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•
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volatility and direction of market interest rates;
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•
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increased competition in the financial services industry, particularly from regional and national institutions;
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•
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negative perceptions or publicity with respect to any products or services we offer;
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•
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adverse judgments or other resolution of pending and future legal proceedings, and cost incurred in defending such proceedings;
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•
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changes in the laws, rules, regulations, interpretations or policies relating to financial institutions, accounting, tax, trade, monetary and fiscal matters;
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•
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our ability to comply with applicable capital and liquidity requirements, including our ability to generate liquidity internally or raise capital on favorable terms;
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•
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regulatory limits on our ability to receive dividends from our subsidiaries and pay dividends to shareholders;
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•
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changes and direction of government policy towards and intervention in the U.S. financial system;
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•
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natural disasters and adverse weather, acts of terrorism, cyber-attacks, an outbreak of hostilities or other international or domestic calamities, and other matters beyond our control; and
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•
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other factors that are discussed in the section entitled “Risk Factors,” in Part I - Item 1A.
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•
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The Bank segment provides commercial banking products and services to middle-market businesses and private banking products and services to high-net-worth individuals through the Bank. Total assets of the Bank were $7.69 billion as of December 31, 2019.
|
•
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The Investment Management segment provides investment management services primarily to institutional investors, mutual funds and individual investors through Chartwell and also supports marketing efforts for Chartwell’s proprietary investment products through CTSC Securities. Assets under management of Chartwell were $9.70 billion as of December 31, 2019.
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•
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Middle-Market Banking Channel. Our middle-market banking channel primarily targets 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 reputations for success in targeting middle-market business customers and maintaining strong credit quality within their loan portfolios.
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•
|
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 and/or marketable securities. The Company also originates loans secured by cash value life insurance and other asset-based loans. Our relationship managers have cultivated referral arrangements with 213 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 with these intermediaries 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 cash, marketable securities and/or cash value life insurance.
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|
December 31,
|
|
2019 Change from 2018
|
|||||||||
(Dollars in thousands)
|
2019
|
2018
|
|
Amount
|
Percent
|
|||||||
Middle-market banking offices:
|
|
|
|
|
|
|||||||
Western Pennsylvania
|
$
|
765,461
|
|
$
|
617,033
|
|
|
$
|
148,428
|
|
24.1
|
%
|
Eastern Pennsylvania
|
644,483
|
|
423,583
|
|
|
220,900
|
|
52.2
|
%
|
|||
Ohio
|
460,701
|
|
378,818
|
|
|
81,883
|
|
21.6
|
%
|
|||
New Jersey
|
487,496
|
|
432,109
|
|
|
55,387
|
|
12.8
|
%
|
|||
New York
|
524,016
|
|
411,787
|
|
|
112,229
|
|
27.3
|
%
|
|||
Total middle-market banking loans
|
2,882,157
|
|
2,263,330
|
|
|
618,827
|
|
27.3
|
%
|
|||
Total private banking loans
|
3,695,402
|
|
2,869,543
|
|
|
825,859
|
|
28.8
|
%
|
|||
Loans and leases held-for-investment
|
$
|
6,577,559
|
|
$
|
5,132,873
|
|
|
$
|
1,444,686
|
|
28.1
|
%
|
(Dollars in thousands)
|
December 31, 2019
|
Percent of
Loans |
|||
Private banking loans
|
$
|
3,695,402
|
|
56.2
|
%
|
Middle-market banking loans:
|
|
|
|||
Commercial and industrial
|
1,085,709
|
|
16.5
|
%
|
|
Commercial real estate
|
1,796,448
|
|
27.3
|
%
|
|
Total middle-market banking loans
|
2,882,157
|
|
43.8
|
%
|
|
Loans and leases held-for-investment
|
$
|
6,577,559
|
|
100.0
|
%
|
(Dollars in thousands)
|
December 31, 2019
|
Percent of
Private Banking Loans |
Percent of
Loans |
||||
Private banking loans:
|
|
|
|
||||
Secured by cash, marketable securities and/or cash value life insurance
|
$
|
3,599,198
|
|
97.4
|
%
|
54.7
|
%
|
Secured by real estate
|
62,782
|
|
1.7
|
%
|
1.0
|
%
|
|
Other
|
33,422
|
|
0.9
|
%
|
0.5
|
%
|
|
Total private banking loans
|
$
|
3,695,402
|
|
100.0
|
%
|
56.2
|
%
|
(Dollars in thousands)
|
December 31, 2019
|
Percent of
Commercial and Industrial Loans |
Percent of
Loans |
||||
Industry:
|
|
|
|
||||
Service
|
$
|
466,793
|
|
43.0
|
%
|
7.0
|
%
|
Real estate, rental and leasing
|
262,420
|
|
24.2
|
%
|
3.9
|
%
|
|
Manufacturing
|
103,451
|
|
9.5
|
%
|
1.6
|
%
|
|
Transportation and warehousing
|
50,056
|
|
4.6
|
%
|
0.8
|
%
|
|
Information
|
35,125
|
|
3.2
|
%
|
0.5
|
%
|
|
Construction
|
24,575
|
|
2.3
|
%
|
0.4
|
%
|
|
Wholesale Trade
|
19,768
|
|
1.8
|
%
|
0.3
|
%
|
|
Mining
|
16,755
|
|
1.5
|
%
|
0.3
|
%
|
|
Retail Trade
|
10,494
|
|
1.0
|
%
|
0.2
|
%
|
|
All others
|
96,272
|
|
8.9
|
%
|
1.5
|
%
|
|
Total commercial and industrial loans and leases
|
$
|
1,085,709
|
|
100.0
|
%
|
16.5
|
%
|
(Dollars in thousands)
|
December 31, 2019
|
Percent of
Commercial Real Estate Loans |
Percent of
Loans |
||||
Commercial real estate loans:
|
|
|
|
||||
Income-producing property loans
|
$
|
899,595
|
|
50.1
|
%
|
13.7
|
%
|
Owner-occupied loans
|
210,665
|
|
11.7
|
%
|
3.2
|
%
|
|
Multifamily/apartment loans
|
375,257
|
|
20.9
|
%
|
5.7
|
%
|
|
Construction loans
|
285,865
|
|
15.9
|
%
|
4.3
|
%
|
|
Land development loans
|
25,066
|
|
1.4
|
%
|
0.4
|
%
|
|
Total commercial real estate loans
|
$
|
1,796,448
|
|
100.0
|
%
|
27.3
|
%
|
(Dollars in thousands)
|
December 31, 2019
|
Percent of Total
Commercial Loans |
|||
Geographic region of borrower:
|
|
|
|||
Pennsylvania
|
$
|
1,036,884
|
|
36.0
|
%
|
Ohio
|
473,427
|
|
16.4
|
%
|
|
New Jersey
|
482,653
|
|
16.7
|
%
|
|
New York
|
514,822
|
|
17.9
|
%
|
|
Contiguous states
|
156,124
|
|
5.4
|
%
|
|
Other states
|
218,247
|
|
7.6
|
%
|
|
Total commercial loans and leases
|
$
|
2,882,157
|
|
100.0
|
%
|
|
December 31,
|
|
2019 Change from 2018
|
|||||||||
(Dollars in thousands)
|
2019
|
2018
|
|
Amount
|
Percent
|
|||||||
Non-brokered deposits:
|
|
|
|
|
|
|||||||
Noninterest-bearing checking accounts
|
$
|
356,102
|
|
$
|
258,268
|
|
|
$
|
97,834
|
|
37.9
|
%
|
Interest-bearing checking accounts
|
1,274,859
|
|
740,733
|
|
|
534,126
|
|
72.1
|
%
|
|||
Money market deposit accounts
|
3,104,565
|
|
2,434,535
|
|
|
670,030
|
|
27.5
|
%
|
|||
Certificates of deposit
|
1,132,477
|
|
975,492
|
|
|
156,985
|
|
16.1
|
%
|
|||
Total non-brokered deposits
|
5,868,003
|
|
4,409,028
|
|
|
1,458,975
|
|
33.1
|
%
|
|||
Brokered deposits:
|
|
|
|
|
|
|||||||
Interest-bearing checking accounts
|
123,405
|
|
37,398
|
|
|
86,007
|
|
230.0
|
%
|
|||
Money market deposit accounts
|
322,180
|
|
347,335
|
|
|
(25,155
|
)
|
(7.2
|
)%
|
|||
Certificates of deposit
|
321,025
|
|
256,700
|
|
|
64,325
|
|
25.1
|
%
|
|||
Total brokered deposits
|
766,610
|
|
641,433
|
|
|
125,177
|
|
19.5
|
%
|
|||
Total deposits
|
$
|
6,634,613
|
|
$
|
5,050,461
|
|
|
$
|
1,584,152
|
|
31.4
|
%
|
Non-brokered deposits to total deposits
|
88.4
|
%
|
87.3
|
%
|
|
|
|
•
|
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, similar to Chartwell’s Small Cap Value strategy. 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 that 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, similar to Chartwell’s Small Cap Growth strategy.
|
•
|
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 focused on securities held in Chartwell’s Small Cap Growth and Mid Cap Growth portfolios.
|
•
|
U.S. Small Cap: The U.S. Small Cap portfolio integrates the efforts of our Small Cap Value and Small Cap Growth investment teams. 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.
|
•
|
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 add 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.
|
•
|
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 portfolio is able 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. In evaluating investment candidates our perspective is that of a lender. 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. Chartwell believes that the consistent application of high credit standards and strict trading disciplines is the most predictable route to outperformance in the high yield bond market.
|
•
|
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. We believe the fund’s balanced, income-oriented approach may afford a greater level of price stability than an all equity portfolio.
|
|
Year Ended December 31, 2019
|
||||||||||||||
(Dollars in thousands)
|
Beginning
Balance |
Inflows (1)
|
Outflows (2)
|
Market Appreciation (Depreciation)
|
Ending
Balance |
||||||||||
Equity investment styles
|
$
|
3,419,000
|
|
$
|
424,000
|
|
$
|
(733,000
|
)
|
$
|
822,000
|
|
$
|
3,932,000
|
|
Fixed income investment styles
|
4,263,000
|
|
550,000
|
|
(341,000
|
)
|
344,000
|
|
4,816,000
|
|
|||||
Balanced investment styles
|
1,507,000
|
|
139,000
|
|
(809,000
|
)
|
116,000
|
|
953,000
|
|
|||||
Total assets under management
|
$
|
9,189,000
|
|
$
|
1,113,000
|
|
$
|
(1,883,000
|
)
|
$
|
1,282,000
|
|
$
|
9,701,000
|
|
(1)
|
Inflows consist of new business and contributions to existing accounts.
|
(2)
|
Outflows consist of business lost as well as distributions from existing accounts.
|
•
|
4.0% tier 1 leverage ratio;
|
•
|
minimum CET1 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 loans for acquisition, development and construction; 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).
|
•
|
actual or anticipated fluctuations in our operating results or financial condition or general changes in economic conditions;
|
•
|
the effects of, and changes in, trade, monetary and fiscal policies, accounting standards, policies, interpretations or principles or in laws or regulations affecting us;
|
•
|
public reaction to our press releases, our other public announcements or our filings with the SEC;
|
•
|
publication of research reports about us, our competitors, or the financial services industry or changes in, or failure to meet, securities analysts’ estimates of our 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, partnerships, joint ventures or capital commitments by us or our competitors;
|
•
|
other economic, competitive, governmental, regulatory and technological factors affecting our business; 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 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 (1)
|
|
Weighted
Average
Price Paid
per Share
|
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs (2)
|
|
Approximate Dollar Value
of Shares that May
Yet Be Purchased
Under the Plans or
Programs
|
||||||
October 1, 2019 - October 31, 2019
|
—
|
|
|
$
|
—
|
|
—
|
|
|
$
|
10,428,804
|
|
November 1, 2019 - November 30, 2019
|
4,483
|
|
|
23.44
|
|
—
|
|
|
10,428,804
|
|
||
December 1, 2019 - December 31, 2019
|
8,647
|
|
|
24.89
|
|
—
|
|
|
10,428,804
|
|
||
Total
|
13,130
|
|
|
$
|
24.39
|
|
—
|
|
|
$
|
10,428,804
|
|
(1)
|
The 13,130 shares of treasury stock in the table above were acquired in connection with the exercise, net settlement, cancellation, or vesting of equity awards. These shares were not part of a publicly announced plan or program.
|
(2)
|
On October 16, 2018, the Board approved a share repurchase program of up to $5 million. On July 15, 2019, the Board approved an additional share repurchase program of up to $10 million. Under this authorization, purchases of shares may be made at the discretion of management from time to time in the open market or through negotiated transactions, as well as purchases of shares or the options to acquire shares subject to common stock incentive compensation award agreements from officers, directors or employees of the Company.
|
|
As of and for the Years Ended December 31,
|
||||||||||||||
(Dollars in thousands)
|
2019
|
2018
|
2017
|
2016
|
2015
|
||||||||||
Period-end balance sheet data:
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
403,855
|
|
$
|
189,985
|
|
$
|
156,153
|
|
$
|
103,994
|
|
$
|
96,676
|
|
Total investment securities
|
469,150
|
|
466,759
|
|
220,552
|
|
238,473
|
|
225,411
|
|
|||||
Loans and leases held-for-investment
|
6,577,559
|
|
5,132,873
|
|
4,184,244
|
|
3,401,054
|
|
2,841,284
|
|
|||||
Allowance for loan and lease losses
|
(14,108
|
)
|
(13,208
|
)
|
(14,417
|
)
|
(18,762
|
)
|
(17,974
|
)
|
|||||
Loans and leases held-for-investment, net
|
6,563,451
|
|
5,119,665
|
|
4,169,827
|
|
3,382,292
|
|
2,823,310
|
|
|||||
Goodwill and other intangibles, net
|
65,854
|
|
67,863
|
|
65,358
|
|
67,209
|
|
50,816
|
|
|||||
Other assets
|
263,500
|
|
191,383
|
|
166,007
|
|
138,489
|
|
105,958
|
|
|||||
Total assets
|
$
|
7,765,810
|
|
$
|
6,035,655
|
|
$
|
4,777,897
|
|
$
|
3,930,457
|
|
$
|
3,302,171
|
|
|
|
|
|
|
|
||||||||||
Deposits
|
$
|
6,634,613
|
|
$
|
5,050,461
|
|
$
|
3,987,611
|
|
$
|
3,286,779
|
|
$
|
2,689,844
|
|
Borrowings, net
|
355,000
|
|
404,166
|
|
335,913
|
|
239,510
|
|
254,308
|
|
|||||
Other liabilities
|
154,916
|
|
101,674
|
|
65,302
|
|
52,361
|
|
32,042
|
|
|||||
Total liabilities
|
7,144,529
|
|
5,556,301
|
|
4,388,826
|
|
3,578,650
|
|
2,976,194
|
|
|||||
Preferred stock
|
116,079
|
|
38,468
|
|
—
|
|
—
|
|
—
|
|
|||||
Common shareholders' equity
|
505,202
|
|
440,886
|
|
389,071
|
|
351,807
|
|
325,977
|
|
|||||
Total shareholders' equity
|
621,281
|
|
479,354
|
|
389,071
|
|
351,807
|
|
325,977
|
|
|||||
Total liabilities and shareholders' equity
|
$
|
7,765,810
|
|
$
|
6,035,655
|
|
$
|
4,777,897
|
|
$
|
3,930,457
|
|
$
|
3,302,171
|
|
|
|
|
|
|
|
||||||||||
Income statement data:
|
|
|
|
|
|
||||||||||
Interest income
|
$
|
262,447
|
|
$
|
199,786
|
|
$
|
134,295
|
|
$
|
98,312
|
|
$
|
83,596
|
|
Interest expense
|
135,390
|
|
86,382
|
|
42,942
|
|
23,499
|
|
15,643
|
|
|||||
Net interest income
|
127,057
|
|
113,404
|
|
91,353
|
|
74,813
|
|
67,953
|
|
|||||
Provision (credit) for loan and lease losses
|
(968
|
)
|
(205
|
)
|
(623
|
)
|
838
|
|
13
|
|
|||||
Net interest income after provision for loan and lease losses
|
128,025
|
|
113,609
|
|
91,976
|
|
73,975
|
|
67,940
|
|
|||||
Non-interest income:
|
|
|
|
|
|
||||||||||
Investment management fees
|
36,442
|
|
37,647
|
|
37,100
|
|
37,035
|
|
29,618
|
|
|||||
Net gain (loss) on the sale and call of debt securities
|
416
|
|
(70
|
)
|
310
|
|
77
|
|
33
|
|
|||||
Other non-interest income
|
15,924
|
|
10,340
|
|
9,556
|
|
9,396
|
|
5,832
|
|
|||||
Total non-interest income
|
52,782
|
|
47,917
|
|
46,966
|
|
46,508
|
|
35,483
|
|
|||||
Non-interest expense:
|
|
|
|
|
|
||||||||||
Intangible amortization expense
|
2,009
|
|
1,968
|
|
1,851
|
|
1,753
|
|
1,558
|
|
|||||
Change in fair value of acquisition earn out
|
—
|
|
(218
|
)
|
—
|
|
(3,687
|
)
|
—
|
|
|||||
Other non-interest expense
|
110,140
|
|
99,407
|
|
89,621
|
|
80,728
|
|
68,485
|
|
|||||
Non-interest expense
|
112,149
|
|
101,157
|
|
91,472
|
|
78,794
|
|
70,043
|
|
|||||
Income before tax
|
68,658
|
|
60,369
|
|
47,470
|
|
41,689
|
|
33,380
|
|
|||||
Income tax expense
|
8,465
|
|
5,945
|
|
9,482
|
|
13,048
|
|
10,892
|
|
|||||
Net income
|
$
|
60,193
|
|
$
|
54,424
|
|
$
|
37,988
|
|
$
|
28,641
|
|
$
|
22,488
|
|
Preferred stock dividends
|
5,753
|
|
2,120
|
|
—
|
|
—
|
|
—
|
|
|||||
Net income available to common shareholders
|
$
|
54,440
|
|
$
|
52,304
|
|
$
|
37,988
|
|
$
|
28,641
|
|
$
|
22,488
|
|
|
As of and for the Years Ended December 31,
|
||||||||||||||
(Dollars in thousands, except per share data)
|
2019
|
2018
|
2017
|
2016
|
2015
|
||||||||||
Per share and share data:
|
|
|
|
|
|
||||||||||
Earnings per common share:
|
|
|
|
|
|
||||||||||
Basic
|
$
|
1.95
|
|
$
|
1.90
|
|
$
|
1.38
|
|
$
|
1.04
|
|
$
|
0.81
|
|
Diluted
|
$
|
1.89
|
|
$
|
1.81
|
|
$
|
1.32
|
|
$
|
1.01
|
|
$
|
0.80
|
|
Book value per common share
|
$
|
17.21
|
|
$
|
15.27
|
|
$
|
13.61
|
|
$
|
12.38
|
|
$
|
11.62
|
|
Tangible book value per common share (1)
|
$
|
14.97
|
|
$
|
12.92
|
|
$
|
11.32
|
|
$
|
10.02
|
|
$
|
9.81
|
|
Common shares outstanding, at end of period
|
29,355,986
|
|
28,878,674
|
|
28,591,101
|
|
28,415,654
|
|
28,056,195
|
|
|||||
Weighted average common shares outstanding:
|
|
|
|
|
|
||||||||||
Basic
|
27,864,933
|
|
27,583,519
|
|
27,550,833
|
|
27,593,725
|
|
27,771,345
|
|
|||||
Diluted
|
28,833,335
|
|
28,833,396
|
|
28,711,322
|
|
28,359,152
|
|
28,237,453
|
|
|||||
|
|
|
|
|
|
||||||||||
Performance ratios:
|
|
|
|
|
|
||||||||||
Return on average assets
|
0.89
|
%
|
1.04
|
%
|
0.89
|
%
|
0.81
|
%
|
0.74
|
%
|
|||||
Return on average common equity
|
11.47
|
%
|
12.57
|
%
|
10.30
|
%
|
8.48
|
%
|
7.13
|
%
|
|||||
Net interest margin (2)
|
1.97
|
%
|
2.26
|
%
|
2.25
|
%
|
2.23
|
%
|
2.36
|
%
|
|||||
Total revenue (1)
|
$
|
179,423
|
|
$
|
161,391
|
|
$
|
138,009
|
|
$
|
121,244
|
|
$
|
103,403
|
|
Pre-tax, pre-provision net revenue (1)
|
$
|
67,274
|
|
$
|
60,234
|
|
$
|
46,537
|
|
$
|
42,450
|
|
$
|
33,360
|
|
Bank efficiency ratio (1)
|
54.49
|
%
|
53.09
|
%
|
57.39
|
%
|
61.17
|
%
|
62.30
|
%
|
|||||
Non-interest expense to average assets
|
1.66
|
%
|
1.93
|
%
|
2.15
|
%
|
2.23
|
%
|
2.32
|
%
|
|||||
|
|
|
|
|
|
||||||||||
Asset quality:
|
|
|
|
|
|
||||||||||
Non-performing loans
|
$
|
184
|
|
$
|
2,237
|
|
$
|
3,183
|
|
$
|
17,790
|
|
$
|
16,660
|
|
Non-performing assets
|
$
|
4,434
|
|
$
|
5,661
|
|
$
|
6,759
|
|
$
|
21,968
|
|
$
|
18,390
|
|
Other real estate owned
|
$
|
4,250
|
|
$
|
3,424
|
|
$
|
3,576
|
|
$
|
4,178
|
|
$
|
1,730
|
|
Non-performing assets to total assets
|
0.06
|
%
|
0.09
|
%
|
0.14
|
%
|
0.56
|
%
|
0.56
|
%
|
|||||
Non-performing loans to total loans
|
—
|
%
|
0.04
|
%
|
0.08
|
%
|
0.52
|
%
|
0.59
|
%
|
|||||
Allowance for loan and lease losses to loans
|
0.21
|
%
|
0.26
|
%
|
0.34
|
%
|
0.55
|
%
|
0.63
|
%
|
|||||
Allowance for loan and lease losses to non-performing loans
|
7,667.39
|
%
|
590.43
|
%
|
452.94
|
%
|
105.46
|
%
|
107.89
|
%
|
|||||
Net charge-offs (recoveries)
|
$
|
(1,868
|
)
|
$
|
1,004
|
|
$
|
3,722
|
|
$
|
50
|
|
$
|
2,312
|
|
Net charge-offs (recoveries) to average total loans
|
(0.03
|
)%
|
0.02
|
%
|
0.10
|
%
|
—
|
%
|
0.09
|
%
|
|||||
|
|
|
|
|
|
||||||||||
Capital ratios:
|
|
|
|
|
|
||||||||||
Average equity to average assets
|
8.29
|
%
|
8.49
|
%
|
8.65
|
%
|
9.56
|
%
|
10.43
|
%
|
|||||
Tier 1 leverage ratio
|
7.54
|
%
|
7.28
|
%
|
7.25
|
%
|
7.90
|
%
|
9.05
|
%
|
|||||
Common equity tier 1 risk-based capital ratio
|
9.32
|
%
|
9.64
|
%
|
11.14
|
%
|
11.49
|
%
|
12.20
|
%
|
|||||
Tier 1 risk-based capital ratio
|
11.75
|
%
|
10.58
|
%
|
11.14
|
%
|
11.49
|
%
|
12.20
|
%
|
|||||
Total risk-based capital ratio
|
12.05
|
%
|
10.86
|
%
|
11.72
|
%
|
12.66
|
%
|
13.88
|
%
|
|||||
|
|
|
|
|
|
||||||||||
Investment Management Segment:
|
|
|
|
|
|
||||||||||
Assets under management
|
$
|
9,701,000
|
|
$
|
9,189,000
|
|
$
|
8,309,000
|
|
$
|
8,055,000
|
|
$
|
8,005,000
|
|
EBITDA (1)
|
$
|
5,824
|
|
$
|
6,900
|
|
$
|
7,421
|
|
$
|
13,208
|
|
$
|
8,481
|
|
|
|
|
|
|
|
(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)
|
2019
|
2018
|
2017
|
2016
|
2015
|
||||||||||
Tangible common equity and tangible book value per common share:
|
|
|
|
|
|
||||||||||
Common shareholders' equity
|
$
|
505,202
|
|
$
|
440,886
|
|
$
|
389,071
|
|
$
|
351,807
|
|
$
|
325,977
|
|
Less: goodwill and intangible assets
|
65,854
|
|
67,863
|
|
65,358
|
|
67,209
|
|
50,816
|
|
|||||
Tangible common equity (numerator)
|
$
|
439,348
|
|
$
|
373,023
|
|
$
|
323,713
|
|
$
|
284,598
|
|
$
|
275,161
|
|
Common shares outstanding (denominator)
|
29,355,986
|
|
28,878,674
|
|
28,591,101
|
|
28,415,654
|
|
28,056,195
|
|
|||||
Tangible book value per common share
|
$
|
14.97
|
|
$
|
12.92
|
|
$
|
11.32
|
|
$
|
10.02
|
|
$
|
9.81
|
|
|
Years Ended December 31,
|
||||||||||||||
(Dollars in thousands)
|
2019
|
2018
|
2017
|
2016
|
2015
|
||||||||||
Total revenue and pre-tax, pre-provision net revenue:
|
|
|
|
|
|
||||||||||
Net interest income
|
$
|
127,057
|
|
$
|
113,404
|
|
$
|
91,353
|
|
$
|
74,813
|
|
$
|
67,953
|
|
Total non-interest income
|
52,782
|
|
47,917
|
|
46,966
|
|
46,508
|
|
35,483
|
|
|||||
Less: net gain (loss) on the sale and call of debt securities
|
416
|
|
(70
|
)
|
310
|
|
77
|
|
33
|
|
|||||
Total revenue
|
$
|
179,423
|
|
$
|
161,391
|
|
$
|
138,009
|
|
$
|
121,244
|
|
$
|
103,403
|
|
Less: total non-interest expense
|
112,149
|
|
101,157
|
|
91,472
|
|
78,794
|
|
70,043
|
|
|||||
Pre-tax, pre-provision net revenue
|
$
|
67,274
|
|
$
|
60,234
|
|
$
|
46,537
|
|
$
|
42,450
|
|
$
|
33,360
|
|
|
Years Ended December 31,
|
||||||||||||||
(Dollars in thousands)
|
2019
|
2018
|
2017
|
2016
|
2015
|
||||||||||
Bank total revenue:
|
|
|
|
|
|
||||||||||
Net interest income
|
$
|
127,996
|
|
$
|
115,455
|
|
$
|
93,380
|
|
$
|
76,727
|
|
$
|
69,899
|
|
Total non-interest income
|
15,467
|
|
11,042
|
|
9,864
|
|
9,470
|
|
5,873
|
|
|||||
Less: net gain (loss) on the sale and call of debt securities
|
416
|
|
(70
|
)
|
310
|
|
77
|
|
33
|
|
|||||
Bank total revenue
|
$
|
143,047
|
|
$
|
126,567
|
|
$
|
102,934
|
|
$
|
86,120
|
|
$
|
75,739
|
|
|
|
|
|
|
|
||||||||||
Bank efficiency ratio:
|
|
|
|
|
|
||||||||||
Total non-interest expense (numerator)
|
$
|
77,945
|
|
$
|
67,190
|
|
$
|
59,073
|
|
$
|
52,676
|
|
$
|
47,186
|
|
Total revenue (denominator)
|
$
|
143,047
|
|
$
|
126,567
|
|
$
|
102,934
|
|
$
|
86,120
|
|
$
|
75,739
|
|
Bank efficiency ratio
|
54.49
|
%
|
53.09
|
%
|
57.39
|
%
|
61.17
|
%
|
62.30
|
%
|
|
Years Ended December 31,
|
||||||||||||||
(Dollars in thousands)
|
2019
|
2018
|
2017
|
2016
|
2015
|
||||||||||
Investment Management EBITDA:
|
|
|
|
|
|
||||||||||
Net income
|
$
|
2,433
|
|
$
|
3,851
|
|
$
|
4,551
|
|
$
|
6,933
|
|
$
|
4,368
|
|
Income tax expense
|
918
|
|
579
|
|
522
|
|
4,357
|
|
2,477
|
|
|||||
Depreciation expense
|
464
|
|
502
|
|
497
|
|
165
|
|
78
|
|
|||||
Intangible amortization expense
|
2,009
|
|
1,968
|
|
1,851
|
|
1,753
|
|
1,558
|
|
|||||
EBITDA
|
$
|
5,824
|
|
$
|
6,900
|
|
$
|
7,421
|
|
$
|
13,208
|
|
$
|
8,481
|
|
|
Years Ended December 31,
|
||||||||
(Dollars in thousands)
|
2019
|
2018
|
2017
|
||||||
Interest income
|
$
|
262,447
|
|
$
|
199,786
|
|
$
|
134,295
|
|
Fully taxable equivalent adjustment
|
101
|
|
112
|
|
241
|
|
|||
Interest income adjusted
|
262,548
|
|
199,898
|
|
134,536
|
|
|||
Less: interest expense
|
135,390
|
|
86,382
|
|
42,942
|
|
|||
Net interest income adjusted
|
$
|
127,158
|
|
$
|
113,516
|
|
$
|
91,594
|
|
|
|
|
|
||||||
Yield on earning assets (1)
|
4.06
|
%
|
3.98
|
%
|
3.30
|
%
|
|||
Cost of interest-bearing liabilities
|
2.34
|
%
|
1.93
|
%
|
1.18
|
%
|
|||
Net interest spread (1)
|
1.72
|
%
|
2.05
|
%
|
2.12
|
%
|
|||
Net interest margin (1)
|
1.97
|
%
|
2.26
|
%
|
2.25
|
%
|
(1)
|
Calculated on a fully taxable equivalent basis.
|
|
Years Ended December 31,
|
|||||||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||||||||
(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
|
$
|
313,413
|
|
$
|
6,628
|
|
2.11
|
%
|
|
$
|
188,921
|
|
$
|
3,598
|
|
1.90
|
%
|
|
$
|
126,888
|
|
$
|
1,466
|
|
1.16
|
%
|
Federal funds sold
|
8,803
|
|
167
|
|
1.90
|
%
|
|
8,315
|
|
156
|
|
1.88
|
%
|
|
6,923
|
|
68
|
|
0.98
|
%
|
||||||
Debt securities available-for-sale
|
250,064
|
|
8,119
|
|
3.25
|
%
|
|
205,652
|
|
6,195
|
|
3.01
|
%
|
|
144,735
|
|
3,122
|
|
2.16
|
%
|
||||||
Debt securities held-to-maturity
|
193,443
|
|
6,921
|
|
3.58
|
%
|
|
90,895
|
|
3,399
|
|
3.74
|
%
|
|
58,635
|
|
2,463
|
|
4.20
|
%
|
||||||
Debt securities trading
|
—
|
|
—
|
|
—
|
%
|
|
—
|
|
—
|
|
—
|
%
|
|
188
|
|
4
|
|
2.13
|
%
|
||||||
Equity securities
|
6,733
|
|
115
|
|
1.71
|
%
|
|
10,517
|
|
277
|
|
2.63
|
%
|
|
8,539
|
|
266
|
|
3.12
|
%
|
||||||
FHLB stock
|
18,043
|
|
1,270
|
|
7.04
|
%
|
|
15,136
|
|
924
|
|
6.10
|
%
|
|
13,286
|
|
603
|
|
4.54
|
%
|
||||||
Total loans and leases
|
5,669,507
|
|
239,328
|
|
4.22
|
%
|
|
4,500,117
|
|
185,349
|
|
4.12
|
%
|
|
3,711,701
|
|
126,544
|
|
3.41
|
%
|
||||||
Total interest-earning assets
|
6,460,006
|
|
262,548
|
|
4.06
|
%
|
|
5,019,553
|
|
199,898
|
|
3.98
|
%
|
|
4,070,895
|
|
134,536
|
|
3.30
|
%
|
||||||
Other assets
|
281,171
|
|
|
|
|
221,467
|
|
|
|
|
193,532
|
|
|
|
||||||||||||
Total assets
|
$
|
6,741,177
|
|
|
|
|
$
|
5,241,020
|
|
|
|
|
$
|
4,264,427
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Liabilities and Shareholders' Equity
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest-bearing deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest-bearing checking accounts
|
$
|
1,058,064
|
|
$
|
21,480
|
|
2.03
|
%
|
|
$
|
612,921
|
|
$
|
11,440
|
|
1.87
|
%
|
|
$
|
336,337
|
|
$
|
3,706
|
|
1.10
|
%
|
Money market deposit accounts
|
2,943,541
|
|
69,336
|
|
2.36
|
%
|
|
2,429,203
|
|
45,106
|
|
1.86
|
%
|
|
1,999,399
|
|
22,350
|
|
1.12
|
%
|
||||||
Certificates of deposit
|
1,371,038
|
|
34,776
|
|
2.54
|
%
|
|
1,071,556
|
|
21,947
|
|
2.05
|
%
|
|
967,503
|
|
11,429
|
|
1.18
|
%
|
||||||
Borrowings:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
FHLB borrowings
|
394,480
|
|
8,639
|
|
2.19
|
%
|
|
325,356
|
|
5,555
|
|
1.71
|
%
|
|
295,315
|
|
3,152
|
|
1.07
|
%
|
||||||
Line of credit borrowings
|
1,234
|
|
68
|
|
5.51
|
%
|
|
2,568
|
|
119
|
|
4.63
|
%
|
|
2,214
|
|
90
|
|
4.07
|
%
|
||||||
Subordinated notes payable, net
|
17,335
|
|
1,091
|
|
6.29
|
%
|
|
34,807
|
|
2,215
|
|
6.36
|
%
|
|
34,605
|
|
2,215
|
|
6.40
|
%
|
||||||
Total interest-bearing liabilities
|
5,785,692
|
|
135,390
|
|
2.34
|
%
|
|
4,476,411
|
|
86,382
|
|
1.93
|
%
|
|
3,635,373
|
|
42,942
|
|
1.18
|
%
|
||||||
Noninterest-bearing deposits
|
267,846
|
|
|
|
|
244,090
|
|
|
|
|
210,860
|
|
|
|
||||||||||||
Other liabilities
|
128,618
|
|
|
|
|
75,473
|
|
|
|
|
49,279
|
|
|
|
||||||||||||
Shareholders' equity
|
559,021
|
|
|
|
|
445,046
|
|
|
|
|
368,915
|
|
|
|
||||||||||||
Total liabilities and shareholders' equity
|
$
|
6,741,177
|
|
|
|
|
$
|
5,241,020
|
|
|
|
|
$
|
4,264,427
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net interest income (1)
|
|
$
|
127,158
|
|
|
|
|
$
|
113,516
|
|
|
|
|
$
|
91,594
|
|
|
|||||||||
Net interest spread
|
|
|
1.72
|
%
|
|
|
|
2.05
|
%
|
|
|
|
2.12
|
%
|
||||||||||||
Net interest margin (1)
|
|
|
1.97
|
%
|
|
|
|
2.26
|
%
|
|
|
|
2.25
|
%
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Calculated on a fully taxable equivalent basis.
|
|
Years Ended December 31,
|
||||||||||
|
2019 over 2018
|
||||||||||
(Dollars in thousands)
|
Yield/Rate
|
|
Volume
|
|
Change (1)
|
||||||
Increase (decrease) in:
|
|
|
|
|
|
||||||
Interest income:
|
|
|
|
|
|
||||||
Interest-earning deposits
|
$
|
435
|
|
|
$
|
2,595
|
|
|
$
|
3,030
|
|
Federal funds sold
|
2
|
|
|
9
|
|
|
11
|
|
|||
Debt securities available-for-sale
|
510
|
|
|
1,414
|
|
|
1,924
|
|
|||
Debt securities held-to-maturity
|
(153
|
)
|
|
3,675
|
|
|
3,522
|
|
|||
Equity securities
|
(80
|
)
|
|
(82
|
)
|
|
(162
|
)
|
|||
FHLB stock
|
153
|
|
|
193
|
|
|
346
|
|
|||
Total loans and leases
|
4,720
|
|
|
49,259
|
|
|
53,979
|
|
|||
Total increase in interest income
|
5,587
|
|
|
57,063
|
|
|
62,650
|
|
|||
Interest expense:
|
|
|
|
|
|
||||||
Interest-bearing deposits:
|
|
|
|
|
|
||||||
Interest-bearing checking accounts
|
1,082
|
|
|
8,958
|
|
|
10,040
|
|
|||
Money market deposit accounts
|
13,549
|
|
|
10,681
|
|
|
24,230
|
|
|||
Certificates of deposit
|
5,906
|
|
|
6,923
|
|
|
12,829
|
|
|||
Borrowings:
|
|
|
|
|
|
||||||
FHLB borrowings
|
1,761
|
|
|
1,323
|
|
|
3,084
|
|
|||
Line of credit borrowings
|
19
|
|
|
(70
|
)
|
|
(51
|
)
|
|||
Subordinated notes payable, net
|
(24
|
)
|
|
(1,100
|
)
|
|
(1,124
|
)
|
|||
Total increase in interest expense
|
22,293
|
|
|
26,715
|
|
|
49,008
|
|
|||
Total increase (decrease) in net interest income
|
$
|
(16,706
|
)
|
|
$
|
30,348
|
|
|
$
|
13,642
|
|
(1)
|
The change in interest income and expense due to changes in both composition and applicable yields/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,
|
||||||||||
|
2018 over 2017
|
||||||||||
(Dollars in thousands)
|
Yield/Rate
|
|
Volume
|
|
Change (1)
|
||||||
Increase (decrease) in:
|
|
|
|
|
|
||||||
Interest income:
|
|
|
|
|
|
||||||
Interest-earning deposits
|
$
|
1,216
|
|
|
$
|
916
|
|
|
$
|
2,132
|
|
Federal funds sold
|
72
|
|
|
16
|
|
|
88
|
|
|||
Debt securities available-for-sale
|
1,491
|
|
|
1,582
|
|
|
3,073
|
|
|||
Debt securities held-to-maturity
|
(295
|
)
|
|
1,231
|
|
|
936
|
|
|||
Debt securities trading
|
—
|
|
|
(4
|
)
|
|
(4
|
)
|
|||
Equity securities
|
(45
|
)
|
|
56
|
|
|
11
|
|
|||
FHLB stock
|
229
|
|
|
92
|
|
|
321
|
|
|||
Total loans and leases
|
29,100
|
|
|
29,705
|
|
|
58,805
|
|
|||
Total increase in interest income
|
31,768
|
|
|
33,594
|
|
|
65,362
|
|
|||
Interest expense:
|
|
|
|
|
|
||||||
Interest-bearing deposits:
|
|
|
|
|
|
||||||
Interest-bearing checking accounts
|
3,539
|
|
|
4,195
|
|
|
7,734
|
|
|||
Money market deposit accounts
|
17,172
|
|
|
5,584
|
|
|
22,756
|
|
|||
Certificates of deposit
|
9,174
|
|
|
1,344
|
|
|
10,518
|
|
|||
Borrowings:
|
|
|
|
|
|
||||||
FHLB borrowings
|
2,054
|
|
|
349
|
|
|
2,403
|
|
|||
Line of credit borrowings
|
14
|
|
|
15
|
|
|
29
|
|
|||
Subordinated notes payable, net
|
(13
|
)
|
|
13
|
|
|
—
|
|
|||
Total increase in interest expense
|
31,940
|
|
|
11,500
|
|
|
43,440
|
|
|||
Total increase (decrease) in net interest income
|
$
|
(172
|
)
|
|
$
|
22,094
|
|
|
$
|
21,922
|
|
(1)
|
The change in interest income and expense due to changes in both composition and applicable yields/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, 2019
|
|
Year Ended December 31, 2018
|
||||||||||||||||||||||
|
|
Investment
|
Parent
|
|
|
|
Investment
|
Parent
|
|
||||||||||||||||
(Dollars in thousands)
|
Bank
|
Management
|
and Other
|
Consolidated
|
|
Bank
|
Management
|
and Other
|
Consolidated
|
||||||||||||||||
Investment management fees
|
$
|
—
|
|
$
|
36,889
|
|
$
|
(447
|
)
|
$
|
36,442
|
|
|
$
|
—
|
|
$
|
37,939
|
|
$
|
(292
|
)
|
$
|
37,647
|
|
Service charges on deposits
|
559
|
|
—
|
|
—
|
|
559
|
|
|
570
|
|
—
|
|
—
|
|
570
|
|
||||||||
Net gain (loss) on the sale and call of debt securities
|
416
|
|
—
|
|
—
|
|
416
|
|
|
(70
|
)
|
—
|
|
—
|
|
(70
|
)
|
||||||||
Swap fees
|
11,029
|
|
—
|
|
—
|
|
11,029
|
|
|
7,311
|
|
—
|
|
—
|
|
7,311
|
|
||||||||
Commitment and other loan fees
|
1,788
|
|
—
|
|
—
|
|
1,788
|
|
|
1,411
|
|
—
|
|
—
|
|
1,411
|
|
||||||||
Bank owned life insurance income
|
1,736
|
|
—
|
|
—
|
|
1,736
|
|
|
1,716
|
|
—
|
|
—
|
|
1,716
|
|
||||||||
Other income (loss)
|
(61
|
)
|
31
|
|
842
|
|
812
|
|
|
104
|
|
1
|
|
(773
|
)
|
(668
|
)
|
||||||||
Total non-interest income
|
$
|
15,467
|
|
$
|
36,920
|
|
$
|
395
|
|
$
|
52,782
|
|
|
$
|
11,042
|
|
$
|
37,940
|
|
$
|
(1,065
|
)
|
$
|
47,917
|
|
•
|
Swap fees increased $3.7 million for the year ended December 31, 2019, as compared to 2018, due to an increase in the number of customer swap transactions closed during the year. While level and frequency of income associated with swap transactions can vary materially from period to period based on customers’ expectations of market conditions and term loan originations, there is strong customer demand for long-term interest rate protection in the current interest rate environment and we continue to run the business to increase demand through targeted loan production, enhanced messaging of the opportunity, process optimization and refined emphasis on marketing swaps to a broader portion of our loan portfolio, including loans collateralized by marketable securities.
|
•
|
There was a net gain on the sale and call of debt securities of $416,000 for the year ended December 31, 2019, as compared to a net loss of $70,000 for the year ended December 31, 2018.
|
•
|
Commitment and other loan fees increased $377,000 for the year ended December 31, 2019 primarily due to higher unused commitment fee income and other loan fee income due to the continued growth in our loan and lease portfolio.
|
•
|
Other income (loss) decreased $165,000 for the year ended December 31, 2019, as compared to 2018, primarily due to a loss on the sale of OREO and lower unrealized gains on swaps.
|
•
|
Investment management fees decreased $1.1 million for the year ended December 31, 2019, as compared to 2018, primarily due to a shift in the asset composition across investment products which resulted in a lower weighted average fee rate of 0.36% for the year ended December 31, 2019, compared to 0.39% for the year ended December 31, 2018, partially offset by higher assets under management of $512.0 million. For additional information on assets under management, refer to Item 1, Business - Investment Management Products.
|
•
|
Other income was comprised of a net gain on equity securities of $842,000 for the year ended December 31, 2019, as compared to a net loss of $773,000 for the year ended December 31, 2018. These equity securities were related to our mutual funds invested in short-duration, corporate bonds and mid-cap value equities, which were sold by December 31, 2019.
|
|
Year Ended December 31, 2018
|
|
Year Ended December 31, 2017
|
||||||||||||||||||||||
|
|
Investment
|
Parent
|
|
|
|
Investment
|
Parent
|
|
||||||||||||||||
(Dollars in thousands)
|
Bank
|
Management
|
and Other
|
Consolidated
|
|
Bank
|
Management
|
and Other
|
Consolidated
|
||||||||||||||||
Investment management fees
|
$
|
—
|
|
$
|
37,939
|
|
$
|
(292
|
)
|
$
|
37,647
|
|
|
$
|
—
|
|
$
|
37,309
|
|
$
|
(209
|
)
|
$
|
37,100
|
|
Service charges on deposits
|
570
|
|
—
|
|
—
|
|
570
|
|
|
399
|
|
—
|
|
—
|
|
399
|
|
||||||||
Net gain on the sale and call of debt securities
|
(70
|
)
|
—
|
|
—
|
|
(70
|
)
|
|
310
|
|
—
|
|
—
|
|
310
|
|
||||||||
Swap fees
|
7,311
|
|
—
|
|
—
|
|
7,311
|
|
|
5,353
|
|
—
|
|
—
|
|
5,353
|
|
||||||||
Commitment and other loan fees
|
1,411
|
|
—
|
|
—
|
|
1,411
|
|
|
1,462
|
|
—
|
|
—
|
|
1,462
|
|
||||||||
Bank owned life insurance income
|
1,716
|
|
—
|
|
—
|
|
1,716
|
|
|
1,778
|
|
—
|
|
—
|
|
1,778
|
|
||||||||
Other income
|
104
|
|
1
|
|
(773
|
)
|
(668
|
)
|
|
562
|
|
2
|
|
—
|
|
564
|
|
||||||||
Total non-interest income
|
$
|
11,042
|
|
$
|
37,940
|
|
$
|
(1,065
|
)
|
$
|
47,917
|
|
|
$
|
9,864
|
|
$
|
37,311
|
|
$
|
(209
|
)
|
$
|
46,966
|
|
•
|
Swap fees increased $2.0 million for the year ended December 31, 2018, as compared to 2017, 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 and loan originations.
|
•
|
There was a net loss on the sale and call of debt securities of $70,000 for the year ended December 31, 2018, as compared to a net gain of $310,000 for the year ended December 31, 2017.
|
•
|
Other income (loss) decreased $458,000 for the year ended December 31, 2018, as compared to 2017, primarily due to lower gain on the sale of OREO and lower unrealized gains on swaps.
|
•
|
Investment management fees increased $630,000 for the year ended December 31, 2018, as compared to 2017, which included higher assets under management related to the Columbia acquisition, which closed on April 6, 2018, and net inflows, partially offset by market depreciation. Assets under management were $9.19 billion as of December 31, 2018, an increase of $880.0 million from December 31, 2017.
|
•
|
Other income (loss) reflected $775,000 of unrealized losses on equity securities for the year ended December 31, 2018, related to our mutual funds invested in short-duration, corporate bonds and mid-cap value equities.
|
|
Year Ended December 31, 2019
|
|
Year Ended December 31, 2018
|
||||||||||||||||||||||
|
|
Investment
|
Parent
|
|
|
|
Investment
|
Parent
|
|
||||||||||||||||
(Dollars in thousands)
|
Bank
|
Management
|
and Other
|
Consolidated
|
|
Bank
|
Management
|
and Other
|
Consolidated
|
||||||||||||||||
Compensation and employee benefits
|
$
|
46,841
|
|
$
|
22,335
|
|
$
|
—
|
|
$
|
69,176
|
|
|
$
|
41,226
|
|
$
|
23,545
|
|
$
|
—
|
|
$
|
64,771
|
|
Premises and occupancy costs
|
5,546
|
|
1,195
|
|
—
|
|
6,741
|
|
|
4,444
|
|
1,136
|
|
—
|
|
5,580
|
|
||||||||
Professional fees
|
5,170
|
|
1,159
|
|
(141
|
)
|
6,188
|
|
|
3,642
|
|
1,058
|
|
29
|
|
4,729
|
|
||||||||
FDIC insurance expense
|
5,292
|
|
—
|
|
—
|
|
5,292
|
|
|
4,543
|
|
—
|
|
—
|
|
4,543
|
|
||||||||
General insurance expense
|
825
|
|
272
|
|
—
|
|
1,097
|
|
|
762
|
|
268
|
|
—
|
|
1,030
|
|
||||||||
State capital shares tax
|
420
|
|
—
|
|
—
|
|
420
|
|
|
1,521
|
|
—
|
|
—
|
|
1,521
|
|
||||||||
Travel and entertainment expense
|
3,481
|
|
1,139
|
|
—
|
|
4,620
|
|
|
2,864
|
|
952
|
|
—
|
|
3,816
|
|
||||||||
Data processing expense
|
1,848
|
|
—
|
|
—
|
|
1,848
|
|
|
1,565
|
|
—
|
|
—
|
|
1,565
|
|
||||||||
Charitable contributions
|
1,136
|
|
21
|
|
—
|
|
1,157
|
|
|
1,028
|
|
11
|
|
—
|
|
1,039
|
|
||||||||
Intangible amortization expense
|
—
|
|
2,008
|
|
—
|
|
2,008
|
|
|
—
|
|
1,968
|
|
—
|
|
1,968
|
|
||||||||
Change in fair value of acquisition earn out
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
(218
|
)
|
—
|
|
(218
|
)
|
||||||||
Other operating expenses (1)
|
7,386
|
|
5,440
|
|
776
|
|
13,602
|
|
|
5,595
|
|
4,790
|
|
428
|
|
10,813
|
|
||||||||
Total non-interest expense
|
$
|
77,945
|
|
$
|
33,569
|
|
$
|
635
|
|
$
|
112,149
|
|
|
$
|
67,190
|
|
$
|
33,510
|
|
$
|
457
|
|
$
|
101,157
|
|
Full-time equivalent employees (2)
|
219
|
|
57
|
|
—
|
|
276
|
|
|
189
|
|
68
|
|
—
|
|
257
|
|
(1)
|
Other operating expenses largely include items such as organizational dues and subscriptions, investment research fees, sub-advisory fees, telephone, marketing, 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, 2019, increased by $5.6 million compared to 2018, 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.
|
•
|
Premises and occupancy costs for the year ended December 31, 2019, increased by $1.1 million compared to 2018, primarily due to continued improvements to our infrastructure, including additional office space in our Pittsburgh headquarters and investments in technology.
|
•
|
Professional fees for the year ended December 31, 2019, increased by $1.5 million compared to 2018, primarily due to continued growth in loan production and certain routine accounting and regulatory matters.
|
•
|
FDIC insurance expense for the year ended December 31, 2019, increased by $749,000 compared to 2018, due to the increase in the Bank’s assets. This variance also included a bank assessment credit applicable to certain banks related to the deposit insurance fund reserve ratio exceeding a target threshold.
|
•
|
State capital shares tax for the year ended December 31, 2019, decreased by $1.1 million compared to 2018, due to a recent favorable tax ruling received by the Company.
|
•
|
Travel and entertainment expense for the year ended December 31, 2019, increased by $617,000 compared to 2018, primarily due to a higher level of officer and relationship manager business development efforts consistent with our continued growth.
|
•
|
Other operating expenses for the year ended December 31, 2019, increased by $1.8 million compared to 2018, primarily due to a valuation adjustment on OREO, an increase in organization dues and subscriptions, higher marketing expenses and higher loan related expenses due to the continued growth in our loan and lease portfolio.
|
•
|
Chartwell’s compensation and employee benefits costs for the year ended December 31, 2019, decreased by $1.2 million compared to 2018, primarily due to decreases in full-time equivalent employees and incentive and stock-based compensation expenses.
|
•
|
Professional fees for the year ended December 31, 2019, increased by $101,000 compared to 2018, primarily related to costs for due diligence on and discussions with an investment management acquisition, which concluded before the parties reached a definitive agreement, partially offset by lower organizational costs associated with the mutual fund complex.
|
•
|
Travel and entertainment expense for the year ended December 31, 2019, increased by $187,000 compared to 2018, primarily related to the previous mentioned due diligence on an investment management acquisition candidate.
|
•
|
Other operating expenses for the year ended December 31, 2019, increased by $650,000 compared to 2018, primarily due to higher investment research fees and marketing fees, partially offset by lower mutual fund platform distribution expense.
|
|
Year Ended December 31, 2018
|
|
Year Ended December 31, 2017
|
||||||||||||||||||||||
|
|
Investment
|
Parent
|
|
|
|
Investment
|
Parent
|
|
||||||||||||||||
(Dollars in thousands)
|
Bank
|
Management
|
and Other
|
Consolidated
|
|
Bank
|
Management
|
and Other
|
Consolidated
|
||||||||||||||||
Compensation and employee benefits
|
$
|
41,226
|
|
$
|
23,545
|
|
$
|
—
|
|
$
|
64,771
|
|
|
$
|
36,415
|
|
$
|
22,901
|
|
$
|
—
|
|
$
|
59,316
|
|
Premises and occupancy costs
|
4,444
|
|
1,136
|
|
—
|
|
5,580
|
|
|
3,850
|
|
1,160
|
|
—
|
|
5,010
|
|
||||||||
Professional fees
|
3,642
|
|
1,058
|
|
29
|
|
4,729
|
|
|
3,199
|
|
789
|
|
(115
|
)
|
3,873
|
|
||||||||
FDIC insurance expense
|
4,543
|
|
—
|
|
—
|
|
4,543
|
|
|
4,238
|
|
—
|
|
—
|
|
4,238
|
|
||||||||
General insurance expense
|
762
|
|
268
|
|
—
|
|
1,030
|
|
|
738
|
|
309
|
|
—
|
|
1,047
|
|
||||||||
State capital shares tax
|
1,521
|
|
—
|
|
—
|
|
1,521
|
|
|
1,546
|
|
—
|
|
—
|
|
1,546
|
|
||||||||
Travel and entertainment expense
|
2,864
|
|
952
|
|
—
|
|
3,816
|
|
|
2,212
|
|
906
|
|
—
|
|
3,118
|
|
||||||||
Data processing expense
|
1,565
|
|
—
|
|
—
|
|
1,565
|
|
|
582
|
|
—
|
|
—
|
|
582
|
|
||||||||
Charitable contributions
|
1,028
|
|
11
|
|
—
|
|
1,039
|
|
|
1,027
|
|
30
|
|
—
|
|
1,057
|
|
||||||||
Intangible amortization expense
|
—
|
|
1,968
|
|
—
|
|
1,968
|
|
|
—
|
|
1,851
|
|
—
|
|
1,851
|
|
||||||||
Change in fair value of acquisition earn out
|
—
|
|
(218
|
)
|
—
|
|
(218
|
)
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Other operating expenses (1)
|
5,595
|
|
4,790
|
|
428
|
|
10,813
|
|
|
5,266
|
|
4,292
|
|
276
|
|
9,834
|
|
||||||||
Total non-interest expense
|
$
|
67,190
|
|
$
|
33,510
|
|
$
|
457
|
|
$
|
101,157
|
|
|
$
|
59,073
|
|
$
|
32,238
|
|
$
|
161
|
|
$
|
91,472
|
|
Full-time equivalent employees (2)
|
189
|
|
68
|
|
—
|
|
257
|
|
|
167
|
|
63
|
|
—
|
|
230
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
(1)
|
Other operating expenses largely include items such as organizational dues and subscriptions, investment research fees, sub-advisory fees, telephone, marketing, 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, 2018, increased by $4.8 million compared to 2017, 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.
|
•
|
Premises and occupancy costs for the year ended December 31, 2018, increased by $594,000 compared to 2017, primarily due to continued improvements to our infrastructure.
|
•
|
Professional fees for the year ended December 31, 2018, increased by $443,000 compared to 2017, due to general growth in the business.
|
•
|
FDIC insurance expense for the year ended December 31, 2018, increased by $305,000 compared to 2017, due to the growth in the Bank’s assets.
|
•
|
Travel and entertainment expense for the year ended December 31, 2018, increased by $652,000 compared to 2017, primarily due to a higher level of officer and relationship manager business development activity consistent with our continued growth.
|
•
|
Data processing expense for the year ended December 31, 2018, increased by $983,000 compared to 2017. In 2017, we received certain one-time credits related to certain technology applications.
|
•
|
Other operating expenses for the year ended December 31, 2018, increased by $329,000 compared to 2017, primarily due to higher costs of information services of $337,000 associated with our private banking loans and higher provision for unfunded commitments of $184,000, partially offset by lower marketing expenses of $298,000.
|
•
|
Chartwell’s compensation and employee benefits costs for the year ended December 31, 2018, increased by $644,000 compared to 2017, primarily driven by normal increases in compensation expenses.
|
•
|
Professional fees for the year ended December 31, 2018, increased by $269,000 compared to 2017, which included costs related to the Columbia acquisition and general growth in the business.
|
•
|
There was a decrease in the fair value of the Columbia acquisition earn out of $218,000 for the year ended December 31, 2018, based on management’s final determination of the annualized run-rate revenue of Columbia at December 31, 2018. For additional information, refer to Note 2, Investment Securities, to our consolidated financial statements.
|
•
|
Other operating expenses for the year ended December 31, 2018, increased by $498,000 compared to 2017, primarily due to higher investment research fees.
|
|
December 31,
|
||||||||||||||
(Dollars in thousands)
|
2019
|
2018
|
2017
|
2016
|
2015
|
||||||||||
Private banking loans
|
$
|
3,695,402
|
|
$
|
2,869,543
|
|
$
|
2,265,737
|
|
$
|
1,735,928
|
|
$
|
1,344,864
|
|
Middle-market banking loans:
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
1,085,709
|
|
785,320
|
|
667,684
|
|
587,423
|
|
634,232
|
|
|||||
Commercial real estate
|
1,796,448
|
|
1,478,010
|
|
1,250,823
|
|
1,077,703
|
|
862,188
|
|
|||||
Total middle-market banking loans
|
2,882,157
|
|
2,263,330
|
|
1,918,507
|
|
1,665,126
|
|
1,496,420
|
|
|||||
Loans and leases held-for-investment
|
$
|
6,577,559
|
|
$
|
5,132,873
|
|
$
|
4,184,244
|
|
$
|
3,401,054
|
|
$
|
2,841,284
|
|
|
December 31,
|
||||||||
(Dollars in thousands)
|
2019
|
2018
|
2017
|
||||||
Private banking loans:
|
|
|
|
||||||
Secured by cash, marketable securities and/or cash value life insurance
|
$
|
3,599,198
|
|
$
|
2,774,800
|
|
$
|
2,142,384
|
|
Secured by real estate
|
62,782
|
|
69,766
|
|
93,169
|
|
|||
Other
|
33,422
|
|
24,977
|
|
30,184
|
|
|||
Total private banking loans
|
$
|
3,695,402
|
|
$
|
2,869,543
|
|
$
|
2,265,737
|
|
|
December 31, 2019
|
|||||||||||
(Dollars in thousands)
|
One Year
or Less (1) |
One to
Five Years |
Greater Than
Five Years |
Total
|
||||||||
Maturity:
|
|
|
|
|
||||||||
Private banking
|
$
|
3,507,874
|
|
$
|
88,150
|
|
$
|
99,378
|
|
$
|
3,695,402
|
|
Commercial and industrial
|
279,245
|
|
593,741
|
|
212,723
|
|
1,085,709
|
|
||||
Commercial real estate
|
212,140
|
|
812,693
|
|
771,615
|
|
1,796,448
|
|
||||
Loans and leases held-for-investment
|
$
|
3,999,259
|
|
$
|
1,494,584
|
|
$
|
1,083,716
|
|
$
|
6,577,559
|
|
|
|
|
|
|
||||||||
Interest rate sensitivity:
|
|
|
|
|
||||||||
Fixed interest rates
|
$
|
156,733
|
|
$
|
174,490
|
|
$
|
167,345
|
|
$
|
498,568
|
|
Floating or adjustable interest rates
|
3,842,526
|
|
1,320,094
|
|
916,371
|
|
6,078,991
|
|
||||
Loans and leases held-for-investment
|
$
|
3,999,259
|
|
$
|
1,494,584
|
|
$
|
1,083,716
|
|
$
|
6,577,559
|
|
(1)
|
The amounts outstanding reflected in the One Year or Less category in the table above include $3.47 billion of loans that are due on demand with no stated maturity.
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||
(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
|
17
|
$
|
645,608
|
|
$
|
442,437
|
|
|
6
|
$
|
211,908
|
|
$
|
192,083
|
|
>$20 million to $25 million
|
12
|
$
|
273,908
|
|
$
|
185,651
|
|
|
13
|
$
|
297,174
|
|
$
|
217,061
|
|
>$15 million to $20 million
|
38
|
$
|
679,411
|
|
$
|
423,893
|
|
|
22
|
$
|
389,673
|
|
$
|
259,635
|
|
>$10 million to $15 million
|
93
|
$
|
1,138,966
|
|
$
|
803,301
|
|
|
65
|
$
|
832,005
|
|
$
|
569,071
|
|
|
December 31,
|
||||||||||||||
(Dollars in thousands)
|
2019
|
2018
|
2017
|
2016
|
2015
|
||||||||||
General reserves
|
$
|
13,937
|
|
$
|
12,771
|
|
$
|
11,910
|
|
$
|
11,823
|
|
$
|
13,429
|
|
Specific reserves
|
171
|
|
437
|
|
2,507
|
|
6,939
|
|
4,545
|
|
|||||
Total allowance for loan and lease losses
|
$
|
14,108
|
|
$
|
13,208
|
|
$
|
14,417
|
|
$
|
18,762
|
|
$
|
17,974
|
|
Allowance for loan and lease losses to loans and leases
|
0.21
|
%
|
0.26
|
%
|
0.34
|
%
|
0.55
|
%
|
0.63
|
%
|
|
December 31,
|
||||||||||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||||||||||
(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
|
$
|
1,973
|
|
56.2
|
%
|
|
$
|
1,942
|
|
55.9
|
%
|
|
$
|
1,577
|
|
54.1
|
%
|
|
$
|
1,424
|
|
51.0
|
%
|
|
$
|
1,566
|
|
47.3
|
%
|
Commercial and industrial
|
5,262
|
|
16.5
|
%
|
|
5,764
|
|
15.3
|
%
|
|
8,043
|
|
16.0
|
%
|
|
12,326
|
|
17.3
|
%
|
|
11,064
|
|
22.4
|
%
|
|||||
Commercial real estate
|
6,873
|
|
27.3
|
%
|
|
5,502
|
|
28.8
|
%
|
|
4,797
|
|
29.9
|
%
|
|
5,012
|
|
31.7
|
%
|
|
5,344
|
|
30.3
|
%
|
|||||
Total allowance for loan and lease losses
|
$
|
14,108
|
|
100.0
|
%
|
|
$
|
13,208
|
|
100.0
|
%
|
|
$
|
14,417
|
|
100.0
|
%
|
|
$
|
18,762
|
|
100.0
|
%
|
|
$
|
17,974
|
|
100.0
|
%
|
|
Years Ended December 31,
|
||||||||||||||
(Dollars in thousands)
|
2019
|
2018
|
2017
|
2016
|
2015
|
||||||||||
Beginning balance
|
$
|
13,208
|
|
$
|
14,417
|
|
$
|
18,762
|
|
$
|
17,974
|
|
$
|
20,273
|
|
Charge-offs:
|
|
|
|
|
|
||||||||||
Private banking
|
(112
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Commercial and industrial
|
—
|
|
(2,068
|
)
|
(4,302
|
)
|
(4,258
|
)
|
(3,353
|
)
|
|||||
Commercial real estate
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Total charge-offs
|
(112
|
)
|
(2,068
|
)
|
(4,302
|
)
|
(4,258
|
)
|
(3,353
|
)
|
|||||
Recoveries:
|
|
|
|
|
|
||||||||||
Private banking
|
—
|
|
—
|
|
—
|
|
—
|
|
13
|
|
|||||
Commercial and industrial
|
1,980
|
|
1,064
|
|
575
|
|
797
|
|
1,028
|
|
|||||
Commercial real estate
|
—
|
|
—
|
|
5
|
|
3,411
|
|
—
|
|
|||||
Total recoveries
|
1,980
|
|
1,064
|
|
580
|
|
4,208
|
|
1,041
|
|
|||||
Net recoveries (charge-offs)
|
1,868
|
|
(1,004
|
)
|
(3,722
|
)
|
(50
|
)
|
(2,312
|
)
|
|||||
Provision (credit) for loan and lease losses
|
(968
|
)
|
(205
|
)
|
(623
|
)
|
838
|
|
13
|
|
|||||
Ending balance
|
$
|
14,108
|
|
$
|
13,208
|
|
$
|
14,417
|
|
$
|
18,762
|
|
$
|
17,974
|
|
|
|
|
|
|
|
||||||||||
Net loan charge-offs (recoveries) to average total loans and leases
|
(0.03
|
)%
|
0.02
|
%
|
0.10
|
%
|
—
|
%
|
0.09
|
%
|
|||||
Provision (credit) for loan and lease losses to average total loans and leases
|
(0.02
|
)%
|
—
|
%
|
(0.02
|
)%
|
0.03
|
%
|
—
|
%
|
|
December 31,
|
||||||||||||||
(Dollars in thousands)
|
2019
|
2018
|
2017
|
2016
|
2015
|
||||||||||
Non-performing loans:
|
|
|
|
|
|
||||||||||
Private banking
|
$
|
184
|
|
$
|
2,237
|
|
$
|
368
|
|
$
|
517
|
|
$
|
1,948
|
|
Commercial and industrial
|
—
|
|
—
|
|
2,815
|
|
17,273
|
|
11,800
|
|
|||||
Commercial real estate
|
—
|
|
—
|
|
—
|
|
—
|
|
2,912
|
|
|||||
Total non-performing loans
|
184
|
|
2,237
|
|
3,183
|
|
17,790
|
|
16,660
|
|
|||||
Other real estate owned
|
4,250
|
|
3,424
|
|
3,576
|
|
4,178
|
|
1,730
|
|
|||||
Total non-performing assets
|
$
|
4,434
|
|
$
|
5,661
|
|
$
|
6,759
|
|
$
|
21,968
|
|
$
|
18,390
|
|
|
|
|
|
|
|
||||||||||
Non-performing troubled debt restructured loans
|
$
|
171
|
|
$
|
237
|
|
$
|
3,183
|
|
$
|
17,273
|
|
$
|
12,894
|
|
Performing troubled debt restructured loans
|
$
|
—
|
|
$
|
—
|
|
$
|
3,371
|
|
$
|
471
|
|
$
|
510
|
|
Non-performing loans to total loans
|
—
|
%
|
0.04
|
%
|
0.08
|
%
|
0.52
|
%
|
0.59
|
%
|
|||||
Allowance for loan and lease losses to non-performing loans
|
7,667.39
|
%
|
590.43
|
%
|
452.94
|
%
|
105.46
|
%
|
107.89
|
%
|
|||||
Non-performing assets to total assets
|
0.06
|
%
|
0.09
|
%
|
0.14
|
%
|
0.56
|
%
|
0.56
|
%
|
|
December 31, 2019
|
|||||||||||
(Dollars in thousands)
|
Amortized
Cost |
Gross Unrealized
Appreciation |
Gross Unrealized
Depreciation |
Estimated
Fair Value |
||||||||
Debt securities available-for-sale:
|
|
|
|
|
||||||||
Corporate bonds
|
$
|
172,704
|
|
$
|
2,821
|
|
$
|
107
|
|
$
|
175,418
|
|
Trust preferred securities
|
18,092
|
|
216
|
|
48
|
|
18,260
|
|
||||
Agency collateralized mortgage obligations
|
27,262
|
|
11
|
|
80
|
|
27,193
|
|
||||
Agency mortgage-backed securities
|
18,058
|
|
451
|
|
—
|
|
18,509
|
|
||||
Agency debentures
|
8,961
|
|
441
|
|
—
|
|
9,402
|
|
||||
Total debt securities available-for-sale
|
245,077
|
|
3,940
|
|
235
|
|
248,782
|
|
||||
Debt securities held-to-maturity:
|
|
|
|
|
||||||||
Corporate bonds
|
24,678
|
|
619
|
|
—
|
|
25,297
|
|
||||
Agency debentures
|
149,912
|
|
628
|
|
935
|
|
149,605
|
|
||||
Municipal bonds
|
17,094
|
|
144
|
|
—
|
|
17,238
|
|
||||
Agency mortgage-backed securities
|
4,360
|
|
255
|
|
—
|
|
4,615
|
|
||||
Total debt securities held-to-maturity
|
196,044
|
|
1,646
|
|
935
|
|
196,755
|
|
||||
Total debt securities
|
$
|
441,121
|
|
$
|
5,586
|
|
$
|
1,170
|
|
$
|
445,537
|
|
|
December 31, 2018
|
|||||||||||
(Dollars in thousands)
|
Amortized
Cost |
Gross Unrealized
Appreciation |
Gross Unrealized
Depreciation |
Estimated
Fair Value |
||||||||
Debt securities available-for-sale:
|
|
|
|
|
||||||||
Corporate bonds
|
$
|
152,691
|
|
$
|
33
|
|
$
|
1,661
|
|
$
|
151,063
|
|
Trust preferred securities
|
17,964
|
|
—
|
|
1,115
|
|
16,849
|
|
||||
Non-agency collateralized loan obligations
|
393
|
|
—
|
|
3
|
|
390
|
|
||||
Agency collateralized mortgage obligations
|
33,680
|
|
42
|
|
4
|
|
33,718
|
|
||||
Agency mortgage-backed securities
|
21,575
|
|
37
|
|
348
|
|
21,264
|
|
||||
Agency debentures
|
9,994
|
|
67
|
|
49
|
|
10,012
|
|
||||
Total debt securities available-for-sale
|
236,297
|
|
179
|
|
3,180
|
|
233,296
|
|
||||
Debt securities held-to-maturity:
|
|
|
|
|
||||||||
Corporate bonds
|
27,184
|
|
353
|
|
22
|
|
27,515
|
|
||||
Agency debentures
|
141,575
|
|
472
|
|
34
|
|
142,013
|
|
||||
Municipal bonds
|
22,963
|
|
11
|
|
61
|
|
22,913
|
|
||||
Agency mortgage-backed securities
|
4,409
|
|
—
|
|
27
|
|
4,382
|
|
||||
Total debt securities held-to-maturity
|
196,131
|
|
836
|
|
144
|
|
196,823
|
|
||||
Total debt securities
|
$
|
432,428
|
|
$
|
1,015
|
|
$
|
3,324
|
|
$
|
430,119
|
|
|
December 31, 2017
|
|||||||||||
(Dollars in thousands)
|
Amortized
Cost |
Gross Unrealized
Appreciation |
Gross Unrealized
Depreciation |
Estimated
Fair Value |
||||||||
Debt securities available-for-sale:
|
|
|
|
|
||||||||
Corporate bonds
|
$
|
61,616
|
|
$
|
216
|
|
$
|
143
|
|
$
|
61,689
|
|
Trust preferred securities
|
17,840
|
|
741
|
|
—
|
|
18,581
|
|
||||
Non-agency collateralized loan obligations
|
811
|
|
—
|
|
6
|
|
805
|
|
||||
Agency collateralized mortgage obligations
|
38,873
|
|
25
|
|
76
|
|
38,822
|
|
||||
Agency mortgage-backed securities
|
19,007
|
|
96
|
|
150
|
|
18,953
|
|
||||
Total debt securities available-for-sale
|
138,147
|
|
1,078
|
|
375
|
|
138,850
|
|
||||
Debt securities held-to-maturity:
|
|
|
|
|
||||||||
Corporate bonds
|
32,189
|
|
785
|
|
33
|
|
32,941
|
|
||||
Agency debentures
|
1,984
|
|
3
|
|
—
|
|
1,987
|
|
||||
Municipal bonds
|
25,102
|
|
122
|
|
11
|
|
25,213
|
|
||||
Total debt securities held-to-maturity
|
59,275
|
|
910
|
|
44
|
|
60,141
|
|
||||
Total debt securities
|
$
|
197,422
|
|
$
|
1,988
|
|
$
|
419
|
|
$
|
198,991
|
|
|
December 31, 2019
|
||||||||||||||||||||||||||||
|
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
|
|||||||||||||||
Debt securities available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Corporate bonds
|
$
|
48,400
|
|
3.02
|
%
|
|
$
|
95,120
|
|
3.10
|
%
|
|
$
|
31,898
|
|
3.36
|
%
|
|
$
|
—
|
|
—
|
%
|
|
$
|
175,418
|
|
3.12
|
%
|
Trust preferred securities
|
—
|
|
—
|
%
|
|
—
|
|
—
|
%
|
|
9,444
|
|
3.86
|
%
|
|
8,816
|
|
3.90
|
%
|
|
18,260
|
|
3.88
|
%
|
|||||
Agency collateralized mortgage obligations
|
—
|
|
—
|
%
|
|
508
|
|
2.27
|
%
|
|
—
|
|
—
|
%
|
|
26,685
|
|
2.19
|
%
|
|
27,193
|
|
2.19
|
%
|
|||||
Agency mortgage-backed securities
|
—
|
|
—
|
%
|
|
—
|
|
—
|
%
|
|
—
|
|
—
|
%
|
|
18,509
|
|
2.75
|
%
|
|
18,509
|
|
2.75
|
%
|
|||||
Agency debentures
|
—
|
|
—
|
%
|
|
—
|
|
—
|
%
|
|
—
|
|
—
|
%
|
|
9,402
|
|
3.18
|
%
|
|
9,402
|
|
3.18
|
%
|
|||||
Total debt securities available-for-sale
|
48,400
|
|
|
|
95,628
|
|
|
|
41,342
|
|
|
|
63,412
|
|
|
|
248,782
|
|
|
||||||||||
Weighted average yield
|
|
3.02
|
%
|
|
|
3.09
|
%
|
|
|
3.48
|
%
|
|
|
2.73
|
%
|
|
|
3.05
|
%
|
||||||||||
Debt securities held-to-maturity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Corporate bonds
|
—
|
|
—
|
%
|
|
7,150
|
|
5.56
|
%
|
|
18,147
|
|
5.32
|
%
|
|
—
|
|
—
|
%
|
|
25,297
|
|
5.38
|
%
|
|||||
Agency debentures
|
—
|
|
—
|
%
|
|
—
|
|
—
|
%
|
|
124,999
|
|
2.74
|
%
|
|
24,606
|
|
3.18
|
%
|
|
149,605
|
|
2.81
|
%
|
|||||
Municipal bonds
|
3,632
|
|
1.68
|
%
|
|
9,255
|
|
2.19
|
%
|
|
4,351
|
|
2.39
|
%
|
|
—
|
|
—
|
%
|
|
17,238
|
|
2.13
|
%
|
|||||
Agency mortgage-backed securities
|
—
|
|
—
|
%
|
|
—
|
|
—
|
%
|
|
—
|
|
—
|
%
|
|
4,615
|
|
3.59
|
%
|
|
4,615
|
|
3.59
|
%
|
|||||
Total debt securities held-to-maturity
|
3,632
|
|
|
|
16,405
|
|
|
|
147,497
|
|
|
|
29,221
|
|
|
|
196,755
|
|
|
||||||||||
Weighted average yield
|
|
1.68
|
%
|
|
|
3.63
|
%
|
|
|
3.04
|
%
|
|
|
3.24
|
%
|
|
|
3.09
|
%
|
||||||||||
Total debt securities
|
$
|
52,032
|
|
|
|
$
|
112,033
|
|
|
|
$
|
188,839
|
|
|
|
$
|
92,633
|
|
|
|
$
|
445,537
|
|
|
|||||
Weighted average yield
|
|
2.92
|
%
|
|
|
3.17
|
%
|
|
|
3.13
|
%
|
|
|
2.89
|
%
|
|
|
3.07
|
%
|
|
Years Ended December 31,
|
||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||||||||
(Dollars in thousands)
|
Average Amount
|
Average Rate Paid
|
|
Average Amount
|
Average Rate Paid
|
|
Average Amount
|
Average Rate Paid
|
|||||||||
Interest-bearing checking accounts
|
$
|
1,058,064
|
|
2.03
|
%
|
|
$
|
612,921
|
|
1.87
|
%
|
|
$
|
336,337
|
|
1.10
|
%
|
Money market deposit accounts
|
2,943,541
|
|
2.36
|
%
|
|
2,429,203
|
|
1.86
|
%
|
|
1,999,399
|
|
1.12
|
%
|
|||
Certificates of deposit
|
1,371,038
|
|
2.54
|
%
|
|
1,071,556
|
|
2.05
|
%
|
|
967,503
|
|
1.18
|
%
|
|||
Total average interest-bearing deposits
|
5,372,643
|
|
2.34
|
%
|
|
4,113,680
|
|
1.91
|
%
|
|
3,303,239
|
|
1.13
|
%
|
|||
Noninterest-bearing deposits
|
267,846
|
|
—
|
|
|
244,090
|
|
—
|
|
|
210,860
|
|
—
|
|
|||
Total average deposits
|
$
|
5,640,489
|
|
2.23
|
%
|
|
$
|
4,357,770
|
|
1.80
|
%
|
|
$
|
3,514,099
|
|
1.07
|
%
|
|
December 31,
|
||
(Dollars in thousands)
|
2019
|
||
Months to maturity:
|
|
||
Three months or less
|
$
|
557,475
|
|
Over three to six months
|
177,494
|
|
|
Over six to 12 months
|
215,778
|
|
|
Over 12 months
|
177,830
|
|
|
Total
|
$
|
1,128,577
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
(Dollars in thousands)
|
Amount
|
Weighted
Average Spot Rate |
Maximum
Balance at Any Month End |
Average
Balance During Year |
Maximum
Original Term |
|
Amount
|
Weighted
Average Spot Rate |
Maximum
Balance at Any Month End |
Average
Balance During Year |
Maximum
Original Term |
||||||||||||
FHLB borrowings
|
$
|
355,000
|
|
1.89%
|
$
|
605,000
|
|
$
|
394,480
|
|
12 months
|
|
$
|
365,000
|
|
2.61%
|
$
|
565,000
|
|
$
|
325,356
|
|
12 months
|
Line of credit borrowings
|
—
|
|
—%
|
4,250
|
|
1,234
|
|
12 months
|
|
4,250
|
|
5.47%
|
6,200
|
|
2,568
|
|
12 months
|
||||||
Subordinated notes payable
|
—
|
|
—%
|
35,000
|
|
17,356
|
|
5 years
|
|
35,000
|
|
5.75%
|
35,000
|
|
35,000
|
|
5 years
|
||||||
Total borrowings outstanding
|
$
|
355,000
|
|
1.89%
|
$
|
644,250
|
|
$
|
413,070
|
|
|
|
$
|
404,250
|
|
2.91%
|
$
|
606,200
|
|
$
|
362,924
|
|
|
|
December 31, 2017
|
|
||||||||||||||
(Dollars in thousands)
|
Amount
|
Weighted
Average Spot Rate |
Maximum
Balance at Any Month End |
Average
Balance During Year |
Maximum
Original Term |
|
|
|
|
|
||||||
FHLB borrowings
|
$
|
295,000
|
|
1.60%
|
$
|
470,000
|
|
$
|
295,315
|
|
3 months
|
|
|
|
|
|
Line of credit borrowings
|
6,200
|
|
4.56%
|
6,200
|
|
2,214
|
|
12 months
|
|
|
|
|
|
|||
Subordinated notes payable
|
35,000
|
|
5.75%
|
35,000
|
|
35,000
|
|
5 years
|
|
|
|
|
|
|||
Total borrowings outstanding
|
$
|
336,200
|
|
2.09%
|
$
|
511,200
|
|
$
|
332,529
|
|
|
|
|
|
|
|
|
December 31,
|
||||||||
(Dollars in thousands)
|
2019
|
2018
|
2017
|
||||||
Available cash
|
$
|
167,695
|
|
$
|
97,703
|
|
$
|
91,060
|
|
Certain unpledged investment securities
|
400,222
|
|
389,010
|
|
143,499
|
|
|||
Net borrowing capacity
|
569,132
|
|
476,686
|
|
535,907
|
|
|||
Total liquidity
|
$
|
1,137,049
|
|
$
|
963,399
|
|
$
|
770,466
|
|
|
December 31, 2019
|
||||||||||||||||
|
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
|
$
|
572,221
|
|
12.05
|
%
|
|
$
|
379,911
|
|
8.00
|
%
|
|
N/A
|
|
N/A
|
|
|
Bank
|
$
|
547,532
|
|
11.57
|
%
|
|
$
|
378,623
|
|
8.00
|
%
|
|
$
|
473,279
|
|
10.00
|
%
|
Tier 1 risk-based capital ratio
|
|
|
|
|
|
|
|
|
|||||||||
Company
|
$
|
558,068
|
|
11.75
|
%
|
|
$
|
284,933
|
|
6.00
|
%
|
|
N/A
|
|
N/A
|
|
|
Bank
|
$
|
532,779
|
|
11.26
|
%
|
|
$
|
283,967
|
|
6.00
|
%
|
|
$
|
378,623
|
|
8.00
|
%
|
Common equity tier 1 risk-based capital ratio
|
|
|
|
|
|
|
|
|
|||||||||
Company
|
$
|
442,385
|
|
9.32
|
%
|
|
$
|
213,700
|
|
4.50
|
%
|
|
N/A
|
|
N/A
|
|
|
Bank
|
$
|
532,779
|
|
11.26
|
%
|
|
$
|
212,975
|
|
4.50
|
%
|
|
$
|
307,631
|
|
6.50
|
%
|
Tier 1 leverage ratio
|
|
|
|
|
|
|
|
|
|||||||||
Company
|
$
|
558,068
|
|
7.54
|
%
|
|
$
|
296,038
|
|
4.00
|
%
|
|
N/A
|
|
N/A
|
|
|
Bank
|
$
|
532,779
|
|
7.22
|
%
|
|
$
|
295,277
|
|
4.00
|
%
|
|
$
|
369,097
|
|
5.00
|
%
|
|
December 31, 2018
|
||||||||||||||||
|
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
|
$
|
426,066
|
|
10.86
|
%
|
|
$
|
313,789
|
|
8.00
|
%
|
|
N/A
|
|
N/A
|
|
|
Bank
|
$
|
437,849
|
|
11.25
|
%
|
|
$
|
311,497
|
|
8.00
|
%
|
|
$
|
389,371
|
|
10.00
|
%
|
Tier 1 risk-based capital ratio
|
|
|
|
|
|
|
|
|
|||||||||
Company
|
$
|
414,808
|
|
10.58
|
%
|
|
$
|
235,342
|
|
6.00
|
%
|
|
N/A
|
|
N/A
|
|
|
Bank
|
$
|
424,418
|
|
10.90
|
%
|
|
$
|
233,622
|
|
6.00
|
%
|
|
$
|
311,497
|
|
8.00
|
%
|
Common equity tier 1 risk-based capital ratio
|
|
|
|
|
|
|
|
|
|||||||||
Company
|
$
|
378,117
|
|
9.64
|
%
|
|
$
|
176,506
|
|
4.50
|
%
|
|
N/A
|
|
N/A
|
|
|
Bank
|
$
|
424,418
|
|
10.90
|
%
|
|
$
|
175,217
|
|
4.50
|
%
|
|
$
|
253,091
|
|
6.50
|
%
|
Tier 1 leverage ratio
|
|
|
|
|
|
|
|
|
|||||||||
Company
|
$
|
414,808
|
|
7.28
|
%
|
|
$
|
227,851
|
|
4.00
|
%
|
|
N/A
|
|
N/A
|
|
|
Bank
|
$
|
424,418
|
|
7.49
|
%
|
|
$
|
226,762
|
|
4.00
|
%
|
|
$
|
283,453
|
|
5.00
|
%
|
|
December 31, 2019
|
||||||||||||||
(Dollars in thousands)
|
One Year
or Less |
One to
Three Years |
Three to
Five Years |
Greater Than
Five Years |
Total
|
||||||||||
Transaction deposits
|
$
|
4,724,884
|
|
$
|
356,227
|
|
$
|
100,000
|
|
$
|
—
|
|
$
|
5,181,111
|
|
Certificates of deposit
|
1,244,838
|
|
208,664
|
|
—
|
|
—
|
|
1,453,502
|
|
|||||
Borrowings outstanding
|
355,000
|
|
—
|
|
—
|
|
—
|
|
355,000
|
|
|||||
Interest payments on certificates of deposit and borrowings
|
25,071
|
|
18,578
|
|
2,841
|
|
—
|
|
46,490
|
|
|||||
Operating leases
|
2,556
|
|
5,181
|
|
4,093
|
|
20,281
|
|
32,111
|
|
|||||
Commitments for low income housing and historic tax credits
|
16,347
|
|
11,423
|
|
323
|
|
196
|
|
28,289
|
|
|||||
Commitments for small business investment companies
|
5,576
|
|
—
|
|
—
|
|
—
|
|
5,576
|
|
|||||
Preferred dividends declared (1)
|
1,979
|
|
—
|
|
—
|
|
—
|
|
1,979
|
|
|||||
Total contractual obligations
|
$
|
6,376,251
|
|
$
|
600,073
|
|
$
|
107,257
|
|
$
|
20,477
|
|
$
|
7,104,058
|
|
(1)
|
On January 16, 2020, the Company’s board of directors declared a dividend payable. For more information, refer to Note 25, Subsequent Event, to our consolidated financial statements.
|
|
December 31, 2019
|
||||||||||||||
(Dollars in thousands)
|
One Year
or Less (1) |
One to
Three Years |
Three to
Five Years |
Greater Than
Five Years |
Total
|
||||||||||
Unused loan commitments
|
$
|
4,264,342
|
|
$
|
407,809
|
|
$
|
143,485
|
|
$
|
17,387
|
|
$
|
4,833,023
|
|
Standby letters of credit
|
53,023
|
|
10,101
|
|
8,922
|
|
800
|
|
72,846
|
|
|||||
Total off-balance sheet arrangements
|
$
|
4,317,365
|
|
$
|
417,910
|
|
$
|
152,407
|
|
$
|
18,187
|
|
$
|
4,905,869
|
|
(1)
|
The off-balance sheet amounts reflected in the One Year or Less category in the table above include $3.87 billion in unused loan commitments and $1.0 million in standby letters of credit that are due on demand with no stated maturity.
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||
(Dollars in thousands)
|
Amount Change from
Base Case |
Percent Change from
Base Case |
|
Amount Change from
Base Case |
Percent Change from
Base Case |
||||||
Net interest income (loss):
|
|
|
|
|
|
||||||
+300
|
$
|
45,787
|
|
31.65
|
%
|
|
$
|
26,950
|
|
22.28
|
%
|
+200
|
$
|
30,367
|
|
20.99
|
%
|
|
$
|
18,056
|
|
14.93
|
%
|
+100
|
$
|
15,128
|
|
10.46
|
%
|
|
$
|
9,399
|
|
7.77
|
%
|
–100
|
$
|
(16,822
|
)
|
(11.63
|
)%
|
|
$
|
(9,712
|
)
|
(8.03
|
)%
|
–200
|
$
|
(30,475
|
)
|
(21.06
|
)%
|
|
$
|
(22,079
|
)
|
(18.25
|
)%
|
|
|
|
|
|
|
||||||
Economic value of equity:
|
|
|
|
|
|
||||||
+300
|
$
|
6,511
|
|
1.10
|
%
|
|
$
|
(19,782
|
)
|
(4.09
|
)%
|
+200
|
$
|
3,691
|
|
0.62
|
%
|
|
$
|
(12,468
|
)
|
(2.58
|
)%
|
+100
|
$
|
1,513
|
|
0.26
|
%
|
|
$
|
(3,526
|
)
|
(0.73
|
)%
|
–100
|
$
|
(10,886
|
)
|
(1.84
|
)%
|
|
$
|
(505
|
)
|
(0.10
|
)%
|
–200
|
$
|
(15,989
|
)
|
(2.70
|
)%
|
|
$
|
(1,380
|
)
|
(0.29
|
)%
|
|
December 31, 2019
|
|||||||||||||||||||||||
(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
|
$
|
395,860
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
395,860
|
|
Federal funds sold
|
7,638
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
7,638
|
|
||||||||
Total investment securities
|
256,026
|
|
22,563
|
|
55,748
|
|
48,281
|
|
34,711
|
|
50,479
|
|
1,342
|
|
469,150
|
|
||||||||
Total loans
|
6,173,428
|
|
27,578
|
|
65,331
|
|
168,902
|
|
75,247
|
|
61,101
|
|
5,972
|
|
6,577,559
|
|
||||||||
Other assets
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
315,603
|
|
315,603
|
|
||||||||
Total assets
|
$
|
6,832,952
|
|
$
|
50,141
|
|
$
|
121,079
|
|
$
|
217,183
|
|
$
|
109,958
|
|
$
|
111,580
|
|
$
|
322,917
|
|
$
|
7,765,810
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||||||||||
Transaction deposits
|
$
|
4,208,193
|
|
$
|
72,000
|
|
$
|
88,589
|
|
$
|
356,227
|
|
$
|
100,000
|
|
$
|
—
|
|
$
|
356,102
|
|
$
|
5,181,111
|
|
Certificates of deposit
|
701,782
|
|
316,745
|
|
226,311
|
|
208,664
|
|
—
|
|
|
|
—
|
|
1,453,502
|
|
||||||||
Borrowings, net
|
155,000
|
|
—
|
|
—
|
|
100,000
|
|
100,000
|
|
—
|
|
—
|
|
355,000
|
|
||||||||
Other liabilities
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
154,916
|
|
154,916
|
|
||||||||
Total liabilities
|
5,064,975
|
|
388,745
|
|
314,900
|
|
664,891
|
|
200,000
|
|
—
|
|
511,018
|
|
7,144,529
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||||
Equity
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
621,281
|
|
621,281
|
|
||||||||
Total liabilities and equity
|
$
|
5,064,975
|
|
$
|
388,745
|
|
$
|
314,900
|
|
$
|
664,891
|
|
$
|
200,000
|
|
$
|
—
|
|
$
|
1,132,299
|
|
$
|
7,765,810
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest rate sensitivity gap
|
$
|
1,767,977
|
|
$
|
(338,604
|
)
|
$
|
(193,821
|
)
|
$
|
(447,708
|
)
|
$
|
(90,042
|
)
|
$
|
111,580
|
|
$
|
(809,382
|
)
|
|
||
Cumulative interest rate sensitivity gap
|
$
|
1,767,977
|
|
$
|
1,429,373
|
|
$
|
1,235,552
|
|
$
|
787,844
|
|
$
|
697,802
|
|
$
|
809,382
|
|
|
|
||||
Cumulative interest rate sensitive assets to rate sensitive liabilities
|
134.9
|
%
|
126.2
|
%
|
121.4
|
%
|
112.2
|
%
|
110.5
|
%
|
112.2
|
%
|
108.7
|
%
|
|
|||||||||
Cumulative gap to total assets
|
22.8
|
%
|
18.4
|
%
|
15.9
|
%
|
10.1
|
%
|
9.0
|
%
|
10.4
|
%
|
|
|
•
|
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,
2019 |
December 31,
2018 |
||||
ASSETS
|
|
|
||||
|
|
|
||||
Cash
|
$
|
357
|
|
$
|
367
|
|
Interest-earning deposits with other institutions
|
395,860
|
|
183,625
|
|
||
Federal funds sold
|
7,638
|
|
5,993
|
|
||
Cash and cash equivalents
|
403,855
|
|
189,985
|
|
||
Debt securities available-for-sale, at fair value
|
248,782
|
|
233,296
|
|
||
Debt securities held-to-maturity, at cost
|
196,044
|
|
196,131
|
|
||
Equity securities, at fair value
|
—
|
|
12,661
|
|
||
Federal Home Loan Bank stock
|
24,324
|
|
24,671
|
|
||
Total investment securities
|
469,150
|
|
466,759
|
|
||
Loans and leases held-for-investment
|
6,577,559
|
|
5,132,873
|
|
||
Allowance for loan and lease losses
|
(14,108
|
)
|
(13,208
|
)
|
||
Loans and leases held-for-investment, net
|
6,563,451
|
|
5,119,665
|
|
||
Accrued interest receivable
|
22,326
|
|
20,702
|
|
||
Investment management fees receivable, net
|
7,560
|
|
7,299
|
|
||
Goodwill and other intangibles, net
|
65,854
|
|
67,863
|
|
||
Office properties and equipment, net
|
9,569
|
|
5,126
|
|
||
Operating lease right-of-use asset
|
22,589
|
|
—
|
|
||
Bank owned life insurance
|
70,044
|
|
68,309
|
|
||
Prepaid expenses and other assets
|
131,412
|
|
89,947
|
|
||
Total assets
|
$
|
7,765,810
|
|
$
|
6,035,655
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
||||
|
|
|
||||
Liabilities:
|
|
|
||||
Deposits
|
$
|
6,634,613
|
|
$
|
5,050,461
|
|
Borrowings, net
|
355,000
|
|
404,166
|
|
||
Accrued interest payable on deposits and borrowings
|
5,490
|
|
5,204
|
|
||
Deferred tax liability, net
|
6,931
|
|
3,513
|
|
||
Acquisition earn out liability
|
—
|
|
2,920
|
|
||
Operating lease liability
|
23,644
|
|
—
|
|
||
Other accrued expenses and other liabilities
|
118,851
|
|
90,037
|
|
||
Total liabilities
|
7,144,529
|
|
5,556,301
|
|
||
|
|
|
||||
Shareholders’ Equity:
|
|
|
||||
Preferred stock, no par value; Shares authorized - 150,000;
Series A Shares issued and outstanding - 40,250 and 40,250, respectively Series B Shares issued and outstanding - 80,500 and 0, respectively |
116,079
|
|
38,468
|
|
||
Common stock, no par value; Shares authorized - 45,000,000;
Shares issued - 31,482,408 and 30,893,584, respectively; Shares outstanding - 29,355,986 and 28,878,674, respectively |
295,349
|
|
293,355
|
|
||
Additional paid-in capital
|
23,095
|
|
15,364
|
|
||
Retained earnings
|
218,449
|
|
164,009
|
|
||
Accumulated other comprehensive income (loss), net
|
1,132
|
|
(1,331
|
)
|
||
Treasury stock (2,126,422 and 2,014,910 shares, respectively)
|
(32,823
|
)
|
(30,511
|
)
|
||
Total shareholders’ equity
|
621,281
|
|
479,354
|
|
||
Total liabilities and shareholders’ equity
|
$
|
7,765,810
|
|
$
|
6,035,655
|
|
|
Years Ended December 31,
|
||||||||
(Dollars in thousands, except per share data)
|
2019
|
2018
|
2017
|
||||||
|
|
|
|
||||||
Interest income:
|
|
|
|
||||||
Loans and leases
|
$
|
239,328
|
|
$
|
185,349
|
|
$
|
126,544
|
|
Investments
|
16,324
|
|
10,683
|
|
6,217
|
|
|||
Interest-earning deposits
|
6,795
|
|
3,754
|
|
1,534
|
|
|||
Total interest income
|
262,447
|
|
199,786
|
|
134,295
|
|
|||
Interest expense:
|
|
|
|
||||||
Deposits
|
125,592
|
|
78,493
|
|
37,485
|
|
|||
Borrowings
|
9,798
|
|
7,889
|
|
5,457
|
|
|||
Total interest expense
|
135,390
|
|
86,382
|
|
42,942
|
|
|||
Net interest income
|
127,057
|
|
113,404
|
|
91,353
|
|
|||
Provision (credit) for loan and lease losses
|
(968
|
)
|
(205
|
)
|
(623
|
)
|
|||
Net interest income after provision for loan and lease losses
|
128,025
|
|
113,609
|
|
91,976
|
|
|||
Non-interest income:
|
|
|
|
||||||
Investment management fees
|
36,442
|
|
37,647
|
|
37,100
|
|
|||
Service charges on deposits
|
559
|
|
570
|
|
399
|
|
|||
Net gain (loss) on the sale and call of debt securities
|
416
|
|
(70
|
)
|
310
|
|
|||
Swap fees
|
11,029
|
|
7,311
|
|
5,353
|
|
|||
Commitment and other loan fees
|
1,788
|
|
1,411
|
|
1,462
|
|
|||
Bank owned life insurance income
|
1,736
|
|
1,716
|
|
1,778
|
|
|||
Other income (loss)
|
812
|
|
(668
|
)
|
564
|
|
|||
Total non-interest income
|
52,782
|
|
47,917
|
|
46,966
|
|
|||
Non-interest expense:
|
|
|
|
||||||
Compensation and employee benefits
|
69,176
|
|
64,771
|
|
59,316
|
|
|||
Premises and occupancy costs
|
6,741
|
|
5,580
|
|
5,010
|
|
|||
Professional fees
|
6,188
|
|
4,729
|
|
3,873
|
|
|||
FDIC insurance expense
|
5,292
|
|
4,543
|
|
4,238
|
|
|||
General insurance expense
|
1,097
|
|
1,030
|
|
1,047
|
|
|||
State capital shares tax
|
420
|
|
1,521
|
|
1,546
|
|
|||
Travel and entertainment expense
|
4,620
|
|
3,816
|
|
3,118
|
|
|||
Data processing expense
|
1,848
|
|
1,565
|
|
582
|
|
|||
Charitable contributions
|
1,157
|
|
1,039
|
|
1,057
|
|
|||
Intangible amortization expense
|
2,009
|
|
1,968
|
|
1,851
|
|
|||
Change in fair value of acquisition earn out
|
—
|
|
(218
|
)
|
—
|
|
|||
Other operating expenses
|
13,601
|
|
10,813
|
|
9,834
|
|
|||
Total non-interest expense
|
112,149
|
|
101,157
|
|
91,472
|
|
|||
Income before tax
|
68,658
|
|
60,369
|
|
47,470
|
|
|||
Income tax expense
|
8,465
|
|
5,945
|
|
9,482
|
|
|||
Net income
|
$
|
60,193
|
|
$
|
54,424
|
|
$
|
37,988
|
|
Preferred stock dividends
|
5,753
|
|
2,120
|
|
—
|
|
|||
Net income available to common shareholders
|
$
|
54,440
|
|
$
|
52,304
|
|
$
|
37,988
|
|
|
|
|
|
||||||
Earnings per common share:
|
|
|
|
||||||
Basic
|
$
|
1.95
|
|
$
|
1.90
|
|
$
|
1.38
|
|
Diluted
|
$
|
1.89
|
|
$
|
1.81
|
|
$
|
1.32
|
|
|
Years Ended December 31,
|
||||||||
(Dollars in thousands)
|
2019
|
2018
|
2017
|
||||||
|
|
|
|
||||||
Net income
|
$
|
60,193
|
|
$
|
54,424
|
|
$
|
37,988
|
|
|
|
|
|
||||||
Other comprehensive income (loss):
|
|
|
|
||||||
|
|
|
|
||||||
Unrealized holding gains (losses) on debt securities, net of tax expense (benefit) of $1,696, $(901) and $387, respectively
|
5,356
|
|
(2,913
|
)
|
655
|
|
|||
|
|
|
|
||||||
Reclassification adjustment for losses (gains) included in net income on debt securities, net of tax benefit (expense) of $(76), $17 and $(109), respectively
|
(237
|
)
|
53
|
|
(186
|
)
|
|||
|
|
|
|
||||||
Unrealized holding gains (losses) on derivatives, net of tax expense (benefit) of $(538), $254 and $107, respectively
|
(1,701
|
)
|
773
|
|
180
|
|
|||
|
|
|
|
||||||
Reclassification adjustment for gains included in net income on derivatives, net of tax expense of $(304), $(330) and $(138), respectively
|
(955
|
)
|
(1,050
|
)
|
(233
|
)
|
|||
|
|
|
|
||||||
Other comprehensive income (loss)
|
2,463
|
|
(3,137
|
)
|
416
|
|
|||
|
|
|
|
||||||
Total comprehensive income
|
$
|
62,656
|
|
$
|
51,287
|
|
$
|
38,404
|
|
(Dollars in thousands)
|
Preferred Stock
|
Common
Stock |
Additional
Paid-in-Capital |
Retained Earnings
|
Accumulated Other Comprehensive Income (Loss), Net
|
Treasury
Stock |
Total Shareholders' Equity
|
||||||||||||||
Balance, December 31, 2016
|
$
|
—
|
|
$
|
285,480
|
|
$
|
6,782
|
|
$
|
73,744
|
|
$
|
830
|
|
$
|
(15,029
|
)
|
$
|
351,807
|
|
Net income
|
—
|
|
—
|
|
—
|
|
37,988
|
|
—
|
|
—
|
|
37,988
|
|
|||||||
Other comprehensive income
|
—
|
|
—
|
|
—
|
|
—
|
|
416
|
|
—
|
|
416
|
|
|||||||
Exercise of stock options
|
—
|
|
4,027
|
|
(2,364
|
)
|
—
|
|
—
|
|
—
|
|
1,663
|
|
|||||||
Purchase of treasury stock
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(8,675
|
)
|
(8,675
|
)
|
|||||||
Stock-based compensation
|
—
|
|
—
|
|
5,872
|
|
—
|
|
—
|
|
—
|
|
5,872
|
|
|||||||
Balance, December 31, 2017
|
$
|
—
|
|
$
|
289,507
|
|
$
|
10,290
|
|
$
|
111,732
|
|
$
|
1,246
|
|
$
|
(23,704
|
)
|
$
|
389,071
|
|
Net income
|
—
|
|
—
|
|
—
|
|
54,424
|
|
—
|
|
—
|
|
54,424
|
|
|||||||
Impact of adoption of ASU 2014-09
|
—
|
|
—
|
|
—
|
|
533
|
|
—
|
|
—
|
|
533
|
|
|||||||
Reclassification for equity securities under ASU 2016-01
|
—
|
|
—
|
|
—
|
|
(286
|
)
|
286
|
|
—
|
|
—
|
|
|||||||
Reclassification for certain income tax effects under ASU 2018-02
|
—
|
|
—
|
|
—
|
|
(274
|
)
|
274
|
|
—
|
|
—
|
|
|||||||
Other comprehensive loss
|
—
|
|
—
|
|
—
|
|
—
|
|
(3,137
|
)
|
—
|
|
(3,137
|
)
|
|||||||
Issuance of preferred stock (net of offering costs of $1,782)
|
38,468
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
38,468
|
|
|||||||
Preferred stock dividends
|
—
|
|
—
|
|
—
|
|
(2,120
|
)
|
—
|
|
—
|
|
(2,120
|
)
|
|||||||
Exercise of stock options
|
—
|
|
3,848
|
|
(2,181
|
)
|
—
|
|
—
|
|
—
|
|
1,667
|
|
|||||||
Purchase of treasury stock
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(6,807
|
)
|
(6,807
|
)
|
|||||||
Cancellation of stock options
|
—
|
|
—
|
|
(945
|
)
|
—
|
|
—
|
|
—
|
|
(945
|
)
|
|||||||
Stock-based compensation
|
—
|
|
—
|
|
8,200
|
|
—
|
|
—
|
|
—
|
|
8,200
|
|
|||||||
Balance, December 31, 2018
|
$
|
38,468
|
|
$
|
293,355
|
|
$
|
15,364
|
|
$
|
164,009
|
|
$
|
(1,331
|
)
|
$
|
(30,511
|
)
|
$
|
479,354
|
|
Net income
|
—
|
|
—
|
|
—
|
|
60,193
|
|
—
|
|
—
|
|
60,193
|
|
|||||||
Other comprehensive income
|
—
|
|
—
|
|
—
|
|
—
|
|
2,463
|
|
—
|
|
2,463
|
|
|||||||
Issuance of preferred stock (net of offering costs of $2,889)
|
77,611
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
77,611
|
|
|||||||
Preferred stock dividend
|
—
|
|
—
|
|
—
|
|
(5,753
|
)
|
—
|
|
—
|
|
(5,753
|
)
|
|||||||
Exercise of stock options
|
—
|
|
1,994
|
|
(1,094
|
)
|
—
|
|
—
|
|
—
|
|
900
|
|
|||||||
Purchase of treasury stock
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(2,312
|
)
|
(2,312
|
)
|
|||||||
Stock-based compensation
|
—
|
|
—
|
|
8,825
|
|
—
|
|
—
|
|
—
|
|
8,825
|
|
|||||||
Balance, December 31, 2019
|
$
|
116,079
|
|
$
|
295,349
|
|
$
|
23,095
|
|
$
|
218,449
|
|
$
|
1,132
|
|
$
|
(32,823
|
)
|
$
|
621,281
|
|
|
Years Ended December 31,
|
||||||||
(Dollars in thousands)
|
2019
|
2018
|
2017
|
||||||
Cash flows from operating activities:
|
|
|
|
||||||
Net income
|
$
|
60,193
|
|
$
|
54,424
|
|
$
|
37,988
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||||
Depreciation and intangible amortization expense
|
3,646
|
|
3,509
|
|
3,366
|
|
|||
Amortization of deferred financing costs
|
84
|
|
203
|
|
203
|
|
|||
Provision (credit) for loan and lease losses
|
(968
|
)
|
(205
|
)
|
(623
|
)
|
|||
Net gain on the sale of loans
|
—
|
|
(19
|
)
|
(17
|
)
|
|||
Stock-based compensation expense
|
8,825
|
|
8,200
|
|
5,872
|
|
|||
Net loss (gain) on the sale or call of debt securities available-for-sale
|
(312
|
)
|
73
|
|
(295
|
)
|
|||
Net gain on the call of debt securities held-to-maturity
|
(104
|
)
|
(3
|
)
|
(15
|
)
|
|||
Net loss (gain) from equity securities
|
(842
|
)
|
775
|
|
—
|
|
|||
Income from debt securities trading
|
—
|
|
—
|
|
(48
|
)
|
|||
Purchase of debt securities trading
|
—
|
|
—
|
|
(9,802
|
)
|
|||
Proceeds from the sale of debt securities trading
|
—
|
|
—
|
|
9,850
|
|
|||
Net amortization of premiums and discounts on debt securities
|
16
|
|
606
|
|
919
|
|
|||
Decrease (increase) in investment management fees receivable, net
|
(261
|
)
|
421
|
|
29
|
|
|||
Increase in accrued interest receivable
|
(1,624
|
)
|
(7,183
|
)
|
(3,905
|
)
|
|||
Increase in accrued interest payable
|
286
|
|
2,705
|
|
632
|
|
|||
Bank owned life insurance income
|
(1,736
|
)
|
(1,716
|
)
|
(1,778
|
)
|
|||
Change in fair value of acquisition earn out
|
—
|
|
(218
|
)
|
—
|
|
|||
Increase (decrease) in income taxes payable
|
(156
|
)
|
(9
|
)
|
166
|
|
|||
Decrease (increase) in prepaid income taxes
|
5,189
|
|
8,369
|
|
(10,222
|
)
|
|||
Deferred tax provision
|
2,640
|
|
234
|
|
11,110
|
|
|||
Increase (decrease) in accounts payable and other accrued expenses
|
(6,361
|
)
|
9,566
|
|
(1,508
|
)
|
|||
Other, net
|
(322
|
)
|
2,966
|
|
(3,709
|
)
|
|||
Net cash provided by operating activities
|
68,193
|
|
82,698
|
|
38,213
|
|
|||
Cash flows from investing activities:
|
|
|
|
||||||
Purchase of debt securities available-for-sale
|
(59,110
|
)
|
(155,632
|
)
|
(30,204
|
)
|
|||
Purchase of debt securities held-to-maturity
|
(258,428
|
)
|
(144,127
|
)
|
(8,467
|
)
|
|||
Purchase of equity securities
|
—
|
|
(5,224
|
)
|
(266
|
)
|
|||
Proceeds from the sale of debt securities available-for-sale
|
6,993
|
|
31,306
|
|
2,527
|
|
|||
Proceeds from the sale of equity securities
|
13,679
|
|
—
|
|
—
|
|
|||
Principal repayments and maturities of debt securities available-for-sale
|
43,704
|
|
25,652
|
|
55,621
|
|
|||
Principal repayments and maturities of debt securities held-to-maturity
|
258,581
|
|
7,176
|
|
3,000
|
|
|||
Investment in low income housing and historic tax credits
|
(12,505
|
)
|
(4,834
|
)
|
(5,502
|
)
|
|||
Investment in small business investment companies
|
(1,283
|
)
|
(736
|
)
|
(1,405
|
)
|
|||
Net redemption (purchase) of Federal Home Loan Bank stock
|
347
|
|
(10,879
|
)
|
(4,151
|
)
|
|||
Net increase in loans and leases
|
(1,442,818
|
)
|
(956,706
|
)
|
(793,762
|
)
|
|||
Proceeds from loan sales
|
—
|
|
7,092
|
|
6,867
|
|
|||
Proceeds from the sale of other real estate owned
|
169
|
|
—
|
|
597
|
|
|||
Additions to office properties and equipment
|
(6,080
|
)
|
(1,782
|
)
|
(929
|
)
|
|||
Acquisition
|
—
|
|
(1,335
|
)
|
—
|
|
|||
Net cash used in investing activities
|
(1,456,751
|
)
|
(1,210,029
|
)
|
(776,074
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
||||||
Net increase in deposit accounts
|
1,584,152
|
|
1,062,850
|
|
700,832
|
|
|||
Net increase (decrease) in Federal Home Loan Bank advances
|
(10,000
|
)
|
70,000
|
|
90,000
|
|
|||
Net increase (decrease) in line of credit advances
|
(4,250
|
)
|
(1,950
|
)
|
6,200
|
|
|||
Net proceeds from issuance of preferred stock
|
77,611
|
|
38,468
|
|
—
|
|
|||
Repayment of subordinated debt
|
(35,000
|
)
|
—
|
|
—
|
|
|||
Net proceeds from exercise of stock options
|
900
|
|
1,667
|
|
1,663
|
|
|||
Cancellation of stock options
|
—
|
|
(945
|
)
|
—
|
|
|||
Payment of contingent consideration
|
(2,920
|
)
|
—
|
|
—
|
|
|||
Purchase of treasury stock
|
(2,312
|
)
|
(6,807
|
)
|
(8,675
|
)
|
|||
Dividends paid on preferred stock
|
(5,753
|
)
|
(2,120
|
)
|
—
|
|
|||
Net cash provided by financing activities
|
1,602,428
|
|
1,161,163
|
|
790,020
|
|
|||
Net change in cash and cash equivalents during the period
|
213,870
|
|
33,832
|
|
52,159
|
|
|||
Cash and cash equivalents at beginning of the period
|
189,985
|
|
156,153
|
|
103,994
|
|
|||
Cash and cash equivalents at end of the period
|
$
|
403,855
|
|
$
|
189,985
|
|
$
|
156,153
|
|
|
Years Ended December 31,
|
||||||||
(Dollars in thousands)
|
2019
|
2018
|
2017
|
||||||
Supplemental disclosure of cash flow information:
|
|
|
|
||||||
Cash paid (received) during the year for:
|
|
|
|
||||||
Interest expense
|
$
|
135,021
|
|
$
|
83,474
|
|
$
|
42,107
|
|
Income taxes
|
$
|
(2,035
|
)
|
$
|
(4,331
|
)
|
$
|
7,266
|
|
Other non-cash activity:
|
|
|
|
||||||
Operating lease right-of-use asset
|
$
|
22,589
|
|
$
|
—
|
|
$
|
—
|
|
Loan foreclosures and repossessions
|
$
|
1,492
|
|
$
|
—
|
|
$
|
—
|
|
Contingent consideration
|
$
|
—
|
|
$
|
2,920
|
|
$
|
—
|
|
|
|
|
|
|
•
|
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)
|
Columbia Acquisition
|
||
Consideration paid:
|
|
||
Cash
|
$
|
1,335
|
|
Estimated earn out, at closing
|
3,138
|
|
|
Fair value of total consideration, at closing
|
$
|
4,473
|
|
|
|
||
Intangible assets acquired
|
1,537
|
|
|
Goodwill
|
2,936
|
|
|
Total net assets purchased
|
$
|
4,473
|
|
(Dollars in thousands)
|
Gross Amount
|
Weighted Average Estimated Useful Life
(months) |
||
Client Relationships:
|
|
|
||
Sub-advisory client list
|
115
|
|
132
|
|
Separate managed accounts client list
|
1,365
|
|
108
|
|
Non-compete agreements
|
57
|
|
48
|
|
Total finite-lived intangibles
|
$
|
1,537
|
|
108
|
|
Pro Forma
|
|||||
|
Years Ended December 31,
|
|||||
(Dollars in thousands, except per share data)
|
2018
|
2017
|
||||
Total revenue
|
$
|
161,997
|
|
$
|
140,806
|
|
Net income available to common shareholders
|
$
|
52,401
|
|
$
|
38,601
|
|
|
|
|
||||
Earnings per common share:
|
|
|
||||
Basic
|
$
|
1.90
|
|
$
|
1.40
|
|
Diluted
|
$
|
1.82
|
|
$
|
1.34
|
|
|
December 31, 2019
|
|||||||||||
(Dollars in thousands)
|
Amortized
Cost |
Gross Unrealized
Appreciation |
Gross Unrealized
Depreciation |
Estimated
Fair Value |
||||||||
Debt securities available-for-sale:
|
|
|
|
|
||||||||
Corporate bonds
|
$
|
172,704
|
|
$
|
2,821
|
|
$
|
107
|
|
$
|
175,418
|
|
Trust preferred securities
|
18,092
|
|
216
|
|
48
|
|
18,260
|
|
||||
Agency collateralized mortgage obligations
|
27,262
|
|
11
|
|
80
|
|
27,193
|
|
||||
Agency mortgage-backed securities
|
18,058
|
|
451
|
|
—
|
|
18,509
|
|
||||
Agency debentures
|
8,961
|
|
441
|
|
—
|
|
9,402
|
|
||||
Total debt securities available-for-sale
|
245,077
|
|
3,940
|
|
235
|
|
248,782
|
|
||||
Debt securities held-to-maturity:
|
|
|
|
|
||||||||
Corporate bonds
|
24,678
|
|
619
|
|
—
|
|
25,297
|
|
||||
Agency debentures
|
149,912
|
|
628
|
|
935
|
|
149,605
|
|
||||
Municipal bonds
|
17,094
|
|
144
|
|
—
|
|
17,238
|
|
||||
Agency mortgage-backed securities
|
4,360
|
|
255
|
|
—
|
|
4,615
|
|
||||
Total debt securities held-to-maturity
|
196,044
|
|
1,646
|
|
935
|
|
196,755
|
|
||||
Total debt securities
|
$
|
441,121
|
|
$
|
5,586
|
|
$
|
1,170
|
|
$
|
445,537
|
|
|
December 31, 2018
|
|||||||||||
(Dollars in thousands)
|
Amortized
Cost |
Gross Unrealized
Appreciation |
Gross Unrealized
Depreciation |
Estimated
Fair Value |
||||||||
Debt securities available-for-sale:
|
|
|
|
|
||||||||
Corporate bonds
|
$
|
152,691
|
|
$
|
33
|
|
$
|
1,661
|
|
$
|
151,063
|
|
Trust preferred securities
|
17,964
|
|
—
|
|
1,115
|
|
16,849
|
|
||||
Non-agency collateralized loan obligations
|
393
|
|
—
|
|
3
|
|
390
|
|
||||
Agency collateralized mortgage obligations
|
33,680
|
|
42
|
|
4
|
|
33,718
|
|
||||
Agency mortgage-backed securities
|
21,575
|
|
37
|
|
348
|
|
21,264
|
|
||||
Agency debentures
|
9,994
|
|
67
|
|
49
|
|
10,012
|
|
||||
Total debt securities available-for-sale
|
236,297
|
|
179
|
|
3,180
|
|
233,296
|
|
||||
Debt securities held-to-maturity:
|
|
|
|
|
||||||||
Corporate bonds
|
27,184
|
|
353
|
|
22
|
|
27,515
|
|
||||
Agency debentures
|
141,575
|
|
472
|
|
34
|
|
142,013
|
|
||||
Municipal bonds
|
22,963
|
|
11
|
|
61
|
|
22,913
|
|
||||
Agency mortgage-backed securities
|
4,409
|
|
—
|
|
27
|
|
4,382
|
|
||||
Total debt securities held-to-maturity
|
196,131
|
|
836
|
|
144
|
|
196,823
|
|
||||
Total debt securities
|
$
|
432,428
|
|
$
|
1,015
|
|
$
|
3,324
|
|
$
|
430,119
|
|
|
Years Ended December 31,
|
||||||||
(Dollars in thousands)
|
2019
|
2018
|
2017
|
||||||
Taxable interest income
|
$
|
14,558
|
|
$
|
9,062
|
|
$
|
4,896
|
|
Non-taxable interest income
|
381
|
|
420
|
|
452
|
|
|||
Dividend income
|
1,385
|
|
1,201
|
|
869
|
|
|||
Total interest income on investments
|
$
|
16,324
|
|
$
|
10,683
|
|
$
|
6,217
|
|
|
December 31, 2019
|
||||||||||||
|
Available-for-Sale
|
|
Held-to-Maturity
|
||||||||||
(Dollars in thousands)
|
Amortized
Cost |
Estimated
Fair Value |
|
Amortized
Cost |
Estimated
Fair Value |
||||||||
Due in less than one year
|
$
|
48,132
|
|
$
|
48,400
|
|
|
$
|
3,621
|
|
$
|
3,632
|
|
Due from one to five years
|
93,406
|
|
95,628
|
|
|
16,135
|
|
16,405
|
|
||||
Due from five to 10 years
|
41,014
|
|
41,342
|
|
|
147,766
|
|
147,497
|
|
||||
Due after 10 years
|
62,525
|
|
63,412
|
|
|
28,522
|
|
29,221
|
|
||||
Total debt securities
|
$
|
245,077
|
|
$
|
248,782
|
|
|
$
|
196,044
|
|
$
|
196,755
|
|
|
Available-for-Sale
|
|
Held-to-Maturity
|
||||||||||||||||
|
Years Ended December 31,
|
|
Years Ended December 31,
|
||||||||||||||||
(Dollars in thousands)
|
2019
|
2018
|
2017
|
|
2019
|
2018
|
2017
|
||||||||||||
Proceeds from sales
|
$
|
6,993
|
|
$
|
31,306
|
|
$
|
2,527
|
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Proceeds from calls
|
17,336
|
|
6,129
|
|
21,675
|
|
|
255,538
|
|
1,000
|
|
3,000
|
|
||||||
Total proceeds
|
$
|
24,329
|
|
$
|
37,435
|
|
$
|
24,202
|
|
|
$
|
255,538
|
|
$
|
1,000
|
|
$
|
3,000
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gross realized gains
|
$
|
312
|
|
$
|
51
|
|
$
|
297
|
|
|
$
|
104
|
|
$
|
3
|
|
$
|
15
|
|
Gross realized losses
|
—
|
|
124
|
|
2
|
|
|
—
|
|
—
|
|
—
|
|
||||||
Net realized gains (losses)
|
$
|
312
|
|
$
|
(73
|
)
|
$
|
295
|
|
|
$
|
104
|
|
$
|
3
|
|
$
|
15
|
|
|
December 31, 2019
|
|||||||||||||||||||
|
Less than 12 Months
|
|
12 Months or More
|
|
Total
|
|||||||||||||||
(Dollars in thousands)
|
Fair value
|
Unrealized losses
|
|
Fair value
|
Unrealized losses
|
|
Fair value
|
Unrealized losses
|
||||||||||||
Debt securities available-for-sale:
|
|
|
|
|
|
|
|
|
||||||||||||
Corporate bonds
|
$
|
4,942
|
|
$
|
58
|
|
|
$
|
19,951
|
|
$
|
49
|
|
|
$
|
24,893
|
|
$
|
107
|
|
Trust preferred securities
|
—
|
|
—
|
|
|
4,417
|
|
48
|
|
|
4,417
|
|
48
|
|
||||||
Agency collateralized mortgage obligations
|
22,117
|
|
66
|
|
|
2,544
|
|
14
|
|
|
24,661
|
|
80
|
|
||||||
Total debt securities available-for-sale
|
27,059
|
|
124
|
|
|
26,912
|
|
111
|
|
|
53,971
|
|
235
|
|
||||||
Debt securities held-to-maturity:
|
|
|
|
|
|
|
|
|
||||||||||||
Agency debentures
|
87,879
|
|
935
|
|
|
—
|
|
—
|
|
|
87,879
|
|
935
|
|
||||||
Municipal bonds
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
||||||
Total debt securities held-to-maturity
|
87,879
|
|
935
|
|
|
—
|
|
—
|
|
|
87,879
|
|
935
|
|
||||||
Total temporarily debt impaired securities (1)
|
$
|
114,938
|
|
$
|
1,059
|
|
|
$
|
26,912
|
|
$
|
111
|
|
|
$
|
141,850
|
|
$
|
1,170
|
|
(1)
|
The number of investment positions with unrealized losses totaled 86 for available-for-sale securities and 53 for held-to-maturity securities.
|
|
December 31, 2018
|
|||||||||||||||||||
|
Less than 12 Months
|
|
12 Months or More
|
|
Total
|
|||||||||||||||
(Dollars in thousands)
|
Fair value
|
Unrealized losses
|
|
Fair value
|
Unrealized losses
|
|
Fair value
|
Unrealized losses
|
||||||||||||
Debt securities available-for-sale:
|
|
|
|
|
|
|
|
|
||||||||||||
Corporate bonds
|
$
|
110,200
|
|
$
|
789
|
|
|
$
|
22,954
|
|
$
|
872
|
|
|
$
|
133,154
|
|
$
|
1,661
|
|
Trust preferred securities
|
16,849
|
|
1,115
|
|
|
—
|
|
—
|
|
|
16,849
|
|
1,115
|
|
||||||
Non-agency collateralized loan obligations
|
—
|
|
—
|
|
|
390
|
|
3
|
|
|
390
|
|
3
|
|
||||||
Agency collateralized mortgage obligations
|
—
|
|
—
|
|
|
3,015
|
|
4
|
|
|
3,015
|
|
4
|
|
||||||
Agency mortgage-backed securities
|
5,851
|
|
51
|
|
|
8,690
|
|
297
|
|
|
14,541
|
|
348
|
|
||||||
Agency debentures
|
3,487
|
|
49
|
|
|
—
|
|
—
|
|
|
3,487
|
|
49
|
|
||||||
Total debt securities available-for-sale
|
136,387
|
|
2,004
|
|
|
35,049
|
|
1,176
|
|
|
171,436
|
|
3,180
|
|
||||||
Debt securities held-to-maturity:
|
|
|
|
|
|
|
|
|
||||||||||||
Corporate bonds
|
3,978
|
|
22
|
|
|
—
|
|
—
|
|
|
3,978
|
|
22
|
|
||||||
Agency debentures
|
1,952
|
|
34
|
|
|
—
|
|
—
|
|
|
1,952
|
|
34
|
|
||||||
Municipal bonds
|
16,105
|
|
51
|
|
|
2,110
|
|
10
|
|
|
18,215
|
|
61
|
|
||||||
Agency mortgage-backed securities
|
4,382
|
|
27
|
|
|
—
|
|
—
|
|
|
4,382
|
|
27
|
|
||||||
Total debt securities held-to-maturity
|
26,417
|
|
134
|
|
|
2,110
|
|
10
|
|
|
28,527
|
|
144
|
|
||||||
Total temporarily debt impaired securities (1)
|
$
|
162,804
|
|
$
|
2,138
|
|
|
$
|
37,159
|
|
$
|
1,186
|
|
|
$
|
199,963
|
|
$
|
3,324
|
|
(1)
|
The number of investment positions with unrealized losses totaled 78 for available-for-sale securities and 29 for held-to-maturity securities.
|
|
December 31, 2019
|
|||||||||||
(Dollars in thousands)
|
Private
Banking |
Commercial
and Industrial |
Commercial
Real Estate |
Total
|
||||||||
Loans and leases held-for-investment, before deferred fees and costs
|
$
|
3,688,779
|
|
$
|
1,080,767
|
|
$
|
1,801,375
|
|
$
|
6,570,921
|
|
Net deferred loan costs (fees)
|
6,623
|
|
4,942
|
|
(4,927
|
)
|
6,638
|
|
||||
Loans and leases held-for-investment, net of deferred fees and costs
|
3,695,402
|
|
1,085,709
|
|
1,796,448
|
|
6,577,559
|
|
||||
Allowance for loan and lease losses
|
(1,973
|
)
|
(5,262
|
)
|
(6,873
|
)
|
(14,108
|
)
|
||||
Loans and leases held-for-investment, net
|
$
|
3,693,429
|
|
$
|
1,080,447
|
|
$
|
1,789,575
|
|
$
|
6,563,451
|
|
|
December 31, 2018
|
|||||||||||
(Dollars in thousands)
|
Private
Banking |
Commercial
and Industrial |
Commercial
Real Estate |
Total
|
||||||||
Loans and leases held-for-investment, before deferred fees and costs
|
$
|
2,864,094
|
|
$
|
781,836
|
|
$
|
1,482,148
|
|
$
|
5,128,078
|
|
Net deferred loan costs (fees)
|
5,449
|
|
3,484
|
|
(4,138
|
)
|
4,795
|
|
||||
Loans and leases held-for-investment, net of deferred fees and costs
|
2,869,543
|
|
785,320
|
|
1,478,010
|
|
5,132,873
|
|
||||
Allowance for loan and lease losses
|
(1,942
|
)
|
(5,764
|
)
|
(5,502
|
)
|
(13,208
|
)
|
||||
Loans and leases held-for-investment, net
|
$
|
2,867,601
|
|
$
|
779,556
|
|
$
|
1,472,508
|
|
$
|
5,119,665
|
|
|
December 31, 2019
|
|||||||||||
(Dollars in thousands)
|
Private
Banking |
Commercial
and Industrial |
Commercial
Real Estate |
Total
|
||||||||
Pass
|
$
|
3,691,866
|
|
$
|
1,069,932
|
|
$
|
1,780,768
|
|
$
|
6,542,566
|
|
Special mention
|
—
|
|
15,777
|
|
14,284
|
|
30,061
|
|
||||
Substandard
|
3,536
|
|
—
|
|
1,396
|
|
4,932
|
|
||||
Loans and leases held-for-investment
|
$
|
3,695,402
|
|
$
|
1,085,709
|
|
$
|
1,796,448
|
|
$
|
6,577,559
|
|
|
December 31, 2018
|
|||||||||||
(Dollars in thousands)
|
Private
Banking |
Commercial
and Industrial |
Commercial
Real Estate |
Total
|
||||||||
Pass
|
$
|
2,864,774
|
|
$
|
767,540
|
|
$
|
1,475,793
|
|
$
|
5,108,107
|
|
Special mention
|
2,532
|
|
12,636
|
|
2,217
|
|
17,385
|
|
||||
Substandard
|
2,237
|
|
5,144
|
|
—
|
|
7,381
|
|
||||
Loans and leases held-for-investment
|
$
|
2,869,543
|
|
$
|
785,320
|
|
$
|
1,478,010
|
|
$
|
5,132,873
|
|
|
Year Ended December 31, 2019
|
|||||||||||
(Dollars in thousands)
|
Private
Banking |
Commercial
and Industrial |
Commercial
Real Estate |
Total
|
||||||||
Balance, beginning of period
|
$
|
1,942
|
|
$
|
5,764
|
|
$
|
5,502
|
|
$
|
13,208
|
|
Provision (credit) for loan losses
|
143
|
|
(2,482
|
)
|
1,371
|
|
(968
|
)
|
||||
Charge-offs
|
(112
|
)
|
—
|
|
—
|
|
(112
|
)
|
||||
Recoveries
|
—
|
|
1,980
|
|
—
|
|
1,980
|
|
||||
Balance, end of period
|
$
|
1,973
|
|
$
|
5,262
|
|
$
|
6,873
|
|
$
|
14,108
|
|
|
Year Ended December 31, 2018
|
|||||||||||
(Dollars in thousands)
|
Private
Banking |
Commercial
and Industrial |
Commercial
Real Estate |
Total
|
||||||||
Balance, beginning of period
|
$
|
1,577
|
|
$
|
8,043
|
|
$
|
4,797
|
|
$
|
14,417
|
|
Provision (credit) for loan losses
|
365
|
|
(1,275
|
)
|
705
|
|
(205
|
)
|
||||
Charge-offs
|
—
|
|
(2,068
|
)
|
—
|
|
(2,068
|
)
|
||||
Recoveries
|
—
|
|
1,064
|
|
—
|
|
1,064
|
|
||||
Balance, end of period
|
$
|
1,942
|
|
$
|
5,764
|
|
$
|
5,502
|
|
$
|
13,208
|
|
|
Year Ended December 31, 2017
|
|||||||||||
(Dollars in thousands)
|
Private
Banking |
Commercial
and Industrial |
Commercial
Real Estate |
Total
|
||||||||
Balance, beginning of period
|
$
|
1,424
|
|
$
|
12,326
|
|
$
|
5,012
|
|
$
|
18,762
|
|
Provision (credit) for loan losses
|
153
|
|
(556
|
)
|
(220
|
)
|
(623
|
)
|
||||
Charge-offs
|
—
|
|
(4,302
|
)
|
—
|
|
(4,302
|
)
|
||||
Recoveries
|
—
|
|
575
|
|
5
|
|
580
|
|
||||
Balance, end of period
|
$
|
1,577
|
|
$
|
8,043
|
|
$
|
4,797
|
|
$
|
14,417
|
|
|
December 31, 2019
|
|||||||||||||||||
(Dollars in thousands)
|
30-59 Days
Past Due |
60-89 Days
Past Due |
90 Days or More Past Due
|
Total
Past Due |
Current
|
Total
|
||||||||||||
Private banking
|
$
|
261
|
|
$
|
—
|
|
$
|
184
|
|
$
|
445
|
|
$
|
3,694,957
|
|
$
|
3,695,402
|
|
Commercial and industrial
|
—
|
|
—
|
|
—
|
|
—
|
|
1,085,709
|
|
1,085,709
|
|
||||||
Commercial real estate
|
—
|
|
—
|
|
—
|
|
—
|
|
1,796,448
|
|
1,796,448
|
|
||||||
Loans and leases held-for-investment
|
$
|
261
|
|
$
|
—
|
|
$
|
184
|
|
$
|
445
|
|
$
|
6,577,114
|
|
$
|
6,577,559
|
|
|
December 31, 2018
|
|||||||||||||||||
(Dollars in thousands)
|
30-59 Days
Past Due |
60-89 Days
Past Due |
90 Days or More Past Due
|
Total
Past Due |
Current
|
Total
|
||||||||||||
Private banking
|
$
|
1,040
|
|
$
|
173
|
|
$
|
2,000
|
|
$
|
3,213
|
|
$
|
2,866,330
|
|
$
|
2,869,543
|
|
Commercial and industrial
|
—
|
|
—
|
|
—
|
|
—
|
|
785,320
|
|
785,320
|
|
||||||
Commercial real estate
|
—
|
|
—
|
|
—
|
|
—
|
|
1,478,010
|
|
1,478,010
|
|
||||||
Loans and leases held-for-investment
|
$
|
1,040
|
|
$
|
173
|
|
$
|
2,000
|
|
$
|
3,213
|
|
$
|
5,129,660
|
|
$
|
5,132,873
|
|
|
As of and for the Year Ended December 31, 2019
|
||||||||||||||
(Dollars in thousands)
|
Recorded Investment
|
Unpaid Principal Balance
|
Related Allowance
|
Average Recorded Investment
|
Interest Income Recognized
|
||||||||||
With a related allowance recorded:
|
|
|
|
|
|
||||||||||
Private banking
|
$
|
171
|
|
$
|
193
|
|
$
|
171
|
|
$
|
171
|
|
$
|
—
|
|
Commercial and industrial
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Commercial real estate
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Total with a related allowance recorded
|
171
|
|
193
|
|
171
|
|
171
|
|
—
|
|
|||||
Without a related allowance recorded:
|
|
|
|
|
|
||||||||||
Private banking
|
13
|
|
13
|
|
—
|
|
13
|
|
—
|
|
|||||
Commercial and industrial
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Commercial real estate
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Total without a related allowance recorded
|
13
|
|
13
|
|
—
|
|
13
|
|
—
|
|
|||||
Total:
|
|
|
|
|
|
||||||||||
Private banking
|
184
|
|
206
|
|
171
|
|
184
|
|
—
|
|
|||||
Commercial and industrial
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Commercial real estate
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Total
|
$
|
184
|
|
$
|
206
|
|
$
|
171
|
|
$
|
184
|
|
$
|
—
|
|
|
As of and for the Year Ended December 31, 2018
|
||||||||||||||
(Dollars in thousands)
|
Recorded Investment
|
Unpaid Principal Balance
|
Related Allowance
|
Average Recorded Investment
|
Interest Income Recognized
|
||||||||||
With a related allowance recorded:
|
|
|
|
|
|
||||||||||
Private banking
|
$
|
2,237
|
|
$
|
2,421
|
|
$
|
437
|
|
$
|
2,293
|
|
$
|
—
|
|
Commercial and industrial
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Commercial real estate
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Total with a related allowance recorded
|
2,237
|
|
2,421
|
|
437
|
|
2,293
|
|
—
|
|
|||||
Without a related allowance recorded:
|
|
|
|
|
|
||||||||||
Private banking
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Commercial and industrial
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Commercial real estate
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Total without a related allowance recorded
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Total:
|
|
|
|
|
|
||||||||||
Private banking
|
2,237
|
|
2,421
|
|
437
|
|
2,293
|
|
—
|
|
|||||
Commercial and industrial
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Commercial real estate
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Total
|
$
|
2,237
|
|
$
|
2,421
|
|
$
|
437
|
|
$
|
2,293
|
|
$
|
—
|
|
|
As of and for the Year Ended December 31, 2017
|
||||||||||||||
(Dollars in thousands)
|
Recorded Investment
|
Unpaid Principal Balance
|
Related Allowance
|
Average Recorded Investment
|
Interest Income Recognized
|
||||||||||
With a related allowance recorded:
|
|
|
|
|
|
||||||||||
Private banking
|
$
|
368
|
|
$
|
541
|
|
$
|
368
|
|
$
|
438
|
|
$
|
—
|
|
Commercial and industrial
|
2,815
|
|
3,135
|
|
2,139
|
|
3,067
|
|
—
|
|
|||||
Commercial real estate
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Total with a related allowance recorded
|
3,183
|
|
3,676
|
|
2,507
|
|
3,505
|
|
—
|
|
|||||
Without a related allowance recorded:
|
|
|
|
|
|
||||||||||
Private banking
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Commercial and industrial
|
3,371
|
|
5,330
|
|
—
|
|
4,224
|
|
146
|
|
|||||
Commercial real estate
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Total without a related allowance recorded
|
3,371
|
|
5,330
|
|
—
|
|
4,224
|
|
146
|
|
|||||
Total:
|
|
|
|
|
|
||||||||||
Private banking
|
368
|
|
541
|
|
368
|
|
438
|
|
—
|
|
|||||
Commercial and industrial
|
6,186
|
|
8,465
|
|
2,139
|
|
7,291
|
|
146
|
|
|||||
Commercial real estate
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Total
|
$
|
6,554
|
|
$
|
9,006
|
|
$
|
2,507
|
|
$
|
7,729
|
|
$
|
146
|
|
|
December 31, 2019
|
|||||||||||
(Dollars in thousands)
|
Private
Banking |
Commercial
and Industrial |
Commercial
Real Estate |
Total
|
||||||||
Allowance for loan and lease losses:
|
|
|
|
|
||||||||
Individually evaluated for impairment
|
$
|
171
|
|
$
|
—
|
|
$
|
—
|
|
$
|
171
|
|
Collectively evaluated for impairment
|
1,802
|
|
5,262
|
|
6,873
|
|
13,937
|
|
||||
Total allowance for loan and lease losses
|
$
|
1,973
|
|
$
|
5,262
|
|
$
|
6,873
|
|
$
|
14,108
|
|
|
|
|
|
|
||||||||
Loans and leases held-for-investment:
|
|
|
|
|
||||||||
Individually evaluated for impairment
|
$
|
184
|
|
$
|
—
|
|
$
|
—
|
|
$
|
184
|
|
Collectively evaluated for impairment
|
3,695,218
|
|
1,085,709
|
|
1,796,448
|
|
6,577,375
|
|
||||
Loans and leases held-for-investment
|
$
|
3,695,402
|
|
$
|
1,085,709
|
|
$
|
1,796,448
|
|
$
|
6,577,559
|
|
|
December 31, 2018
|
|||||||||||
(Dollars in thousands)
|
Private
Banking |
Commercial
and Industrial |
Commercial
Real Estate |
Total
|
||||||||
Allowance for loan and lease losses:
|
|
|
|
|
||||||||
Individually evaluated for impairment
|
$
|
437
|
|
$
|
—
|
|
$
|
—
|
|
$
|
437
|
|
Collectively evaluated for impairment
|
1,505
|
|
5,764
|
|
5,502
|
|
12,771
|
|
||||
Total allowance for loan and lease losses
|
$
|
1,942
|
|
$
|
5,764
|
|
$
|
5,502
|
|
$
|
13,208
|
|
|
|
|
|
|
||||||||
Loans and leases held-for-investment:
|
|
|
|
|
||||||||
Individually evaluated for impairment
|
$
|
2,237
|
|
$
|
—
|
|
$
|
—
|
|
$
|
2,237
|
|
Collectively evaluated for impairment
|
2,867,306
|
|
785,320
|
|
1,478,010
|
|
5,130,636
|
|
||||
Loans and leases held-for-investment
|
$
|
2,869,543
|
|
$
|
785,320
|
|
$
|
1,478,010
|
|
$
|
5,132,873
|
|
|
Year Ended December 31, 2017
|
||||||||||||
(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, deferred principal and reduced interest rate
|
2
|
$
|
433
|
|
$
|
368
|
|
$
|
433
|
|
$
|
368
|
|
Total
|
2
|
$
|
433
|
|
$
|
368
|
|
$
|
433
|
|
$
|
368
|
|
(Dollars in thousands)
|
2019
|
2018
|
||||
Balance, beginning of period
|
$
|
41,660
|
|
$
|
38,724
|
|
Additions
|
—
|
|
2,936
|
|
||
Balance, end of period
|
$
|
41,660
|
|
$
|
41,660
|
|
(Dollars in thousands)
|
2019
|
2018
|
||||
Balance, beginning of period
|
$
|
26,203
|
|
$
|
26,634
|
|
Additions
|
—
|
|
1,537
|
|
||
Amortization
|
(2,009
|
)
|
(1,968
|
)
|
||
Balance, end of period
|
$
|
24,194
|
|
$
|
26,203
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||||||
(Dollars in thousands)
|
Gross Amount
|
Accumulated Amortization
|
Net Carrying Amount
|
|
Gross Amount
|
Accumulated Amortization
|
Net Carrying Amount
|
||||||||||||
Trade name
|
$
|
4,040
|
|
$
|
(765
|
)
|
$
|
3,275
|
|
|
$
|
4,040
|
|
$
|
(592
|
)
|
$
|
3,448
|
|
Client Relationships:
|
|
|
|
|
|
|
|
||||||||||||
Sub-advisory client list
|
11,645
|
|
(4,968
|
)
|
6,677
|
|
|
11,645
|
|
(4,098
|
)
|
7,547
|
|
||||||
Separate managed accounts client list
|
3,175
|
|
(1,092
|
)
|
2,083
|
|
|
3,175
|
|
(779
|
)
|
2,396
|
|
||||||
Other institutional client list
|
5,950
|
|
(3,155
|
)
|
2,795
|
|
|
5,950
|
|
(2,614
|
)
|
3,336
|
|
||||||
Non-compete agreements
|
522
|
|
(458
|
)
|
64
|
|
|
522
|
|
(346
|
)
|
176
|
|
||||||
Total finite-lived intangibles
|
25,332
|
|
(10,438
|
)
|
14,894
|
|
|
25,332
|
|
(8,429
|
)
|
16,903
|
|
||||||
Client Relationships:
|
|
|
|
|
|
|
|
||||||||||||
Mutual fund client relationships
(indefinite-lived) |
9,300
|
|
—
|
|
9,300
|
|
|
9,300
|
|
—
|
|
9,300
|
|
||||||
Total intangibles assets
|
$
|
34,632
|
|
$
|
(10,438
|
)
|
$
|
24,194
|
|
|
$
|
34,632
|
|
$
|
(8,429
|
)
|
$
|
26,203
|
|
(Dollars in thousands)
|
Amount
|
||
2020
|
$
|
1,943
|
|
2021
|
1,911
|
|
|
2022
|
1,900
|
|
|
2023
|
1,897
|
|
|
2024
|
1,805
|
|
|
Thereafter
|
5,438
|
|
|
Total finite-lived intangibles
|
$
|
14,894
|
|
|
December 31,
|
|||||
(Dollars in thousands)
|
2019
|
2018
|
||||
Furniture, fixtures and equipment
|
$
|
15,752
|
|
$
|
11,594
|
|
Leasehold improvements
|
7,792
|
|
5,917
|
|
||
Total, at cost
|
23,544
|
|
17,511
|
|
||
Accumulated depreciation
|
(13,975
|
)
|
(12,385
|
)
|
||
Net office properties and equipment
|
$
|
9,569
|
|
$
|
5,126
|
|
(Dollars in thousands)
|
Amount
|
||
December 31,
|
|
||
2020
|
$
|
2,556
|
|
2021
|
2,726
|
|
|
2022
|
2,455
|
|
|
2023
|
2,163
|
|
|
2024
|
1,930
|
|
|
Thereafter
|
20,281
|
|
|
Total undiscounted lease payments
|
$
|
32,111
|
|
Imputed interest
|
8,467
|
|
|
Operating lease liability
|
$
|
23,644
|
|
|
Interest Rate Range
|
|
Weighted Average
Interest Rate |
|
Balance
|
||||||
(Dollars in thousands)
|
December 31,
2019 |
|
December 31,
2019 |
December 31,
2018 |
|
December 31,
2019 |
December 31,
2018 |
||||
Demand and savings accounts:
|
|
|
|
|
|
|
|
||||
Noninterest-bearing checking accounts
|
—
|
|
—
|
—
|
|
$
|
356,102
|
|
$
|
258,268
|
|
Interest-bearing checking accounts
|
0.05 to 3.15%
|
|
1.57%
|
2.29%
|
|
1,398,264
|
|
778,131
|
|
||
Money market deposit accounts
|
0.10 to 3.25%
|
|
1.84%
|
2.45%
|
|
3,426,745
|
|
2,781,870
|
|
||
Total demand and savings accounts
|
|
|
|
|
|
5,181,111
|
|
3,818,269
|
|
||
Certificates of deposit
|
1.60 to 3.25%
|
|
2.24%
|
2.39%
|
|
1,453,502
|
|
1,232,192
|
|
||
Total deposits
|
|
|
|
|
|
$
|
6,634,613
|
|
$
|
5,050,461
|
|
Weighted average rate on interest-bearing accounts
|
|
|
1.87%
|
2.41%
|
|
|
|
(Dollars in thousands)
|
December 31,
2019 |
December 31,
2018 |
||||
12 months or less
|
$
|
1,244,838
|
|
$
|
992,468
|
|
12 months to 24 months
|
168,437
|
|
181,456
|
|
||
24 months to 36 months
|
40,227
|
|
58,268
|
|
||
Total
|
$
|
1,453,502
|
|
$
|
1,232,192
|
|
|
Years Ended December 31,
|
||||||||
(Dollars in thousands)
|
2019
|
2018
|
2017
|
||||||
Interest-bearing checking accounts
|
$
|
21,480
|
|
$
|
11,440
|
|
$
|
3,706
|
|
Money market deposit accounts
|
69,336
|
|
45,106
|
|
22,350
|
|
|||
Certificates of deposit
|
34,776
|
|
21,947
|
|
11,429
|
|
|||
Total interest expense on deposits
|
$
|
125,592
|
|
$
|
78,493
|
|
$
|
37,485
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||
(Dollars in thousands)
|
Interest Rate
|
Ending Balance
|
Maturity Date
|
|
Interest Rate
|
Ending Balance
|
Maturity Date
|
||||
FHLB borrowings:
|
|
|
|
|
|
|
|
|
|
||
FHLB line of credit
|
1.81%
|
$
|
55,000
|
|
5/1/2020
|
|
2.62%
|
$
|
250,000
|
|
5/1/2019
|
Issued 12/12/2019
|
1.85%
|
100,000
|
|
1/13/2020
|
|
|
—
|
|
|
||
Issued 12/02/2019
|
1.91%
|
150,000
|
|
3/2/2020
|
|
|
—
|
|
|
||
Issued 10/08/2019
|
2.00%
|
50,000
|
|
1/8/2020
|
|
|
—
|
|
|
||
Issued 12/31/2018
|
|
—
|
|
|
|
2.65%
|
65,000
|
|
1/2/2019
|
||
Issued 10/10/2018
|
|
—
|
|
|
|
2.54%
|
50,000
|
|
1/8/2019
|
||
Line of credit borrowings
|
|
—
|
|
|
|
5.47%
|
4,250
|
|
9/28/2019
|
||
Subordinated notes payable (net of debt issuance costs of $0 and $84, respectively)
|
|
—
|
|
|
|
5.75%
|
34,916
|
|
7/1/2019
|
||
Total borrowings, net
|
|
$
|
355,000
|
|
|
|
|
$
|
404,166
|
|
|
|
Years Ended December 31,
|
||||||||
(Dollars in thousands)
|
2019
|
2018
|
2017
|
||||||
FHLB borrowings
|
$
|
8,639
|
|
$
|
5,555
|
|
$
|
3,152
|
|
Line of credit borrowings
|
68
|
|
119
|
|
90
|
|
|||
Subordinated notes payable
|
1,091
|
|
2,215
|
|
2,215
|
|
|||
Total interest expense on borrowings
|
$
|
9,798
|
|
$
|
7,889
|
|
$
|
5,457
|
|
|
Years Ended December 31,
|
||||||||
(Dollars in thousands)
|
2019
|
2018
|
2017
|
||||||
Tax provision at statutory rate
|
$
|
14,418
|
|
$
|
12,677
|
|
$
|
16,615
|
|
Nondeductible expenses
|
919
|
|
595
|
|
294
|
|
|||
Bank owned life insurance
|
(364
|
)
|
(360
|
)
|
(622
|
)
|
|||
Stock option exercises and cancellations
|
(668
|
)
|
(844
|
)
|
(674
|
)
|
|||
State tax expense, net of federal benefit
|
2,481
|
|
1,927
|
|
1,024
|
|
|||
Impact of change in tax rates
|
—
|
|
(332
|
)
|
(2,351
|
)
|
|||
Adjustments to prior year tax
|
(121
|
)
|
(133
|
)
|
215
|
|
|||
Tax exempt income, net of disallowed interest
|
(71
|
)
|
(79
|
)
|
(151
|
)
|
|||
Renewable energy tax credits
|
(1,912
|
)
|
(6,568
|
)
|
(4,629
|
)
|
|||
Low income housing tax credits
|
(364
|
)
|
(95
|
)
|
(260
|
)
|
|||
Historic tax credits
|
(6,036
|
)
|
(860
|
)
|
—
|
|
|||
Other
|
183
|
|
17
|
|
21
|
|
|||
Income tax provision
|
$
|
8,465
|
|
$
|
5,945
|
|
$
|
9,482
|
|
|
Years Ended December 31,
|
||||||||
(Dollars in thousands)
|
2019
|
2018
|
2017
|
||||||
Current income tax provision (benefit) - federal
|
$
|
4,058
|
|
$
|
2,712
|
|
$
|
(2,324
|
)
|
Current income tax provision - state
|
1,767
|
|
2,999
|
|
696
|
|
|||
Deferred tax provision - federal
|
1,312
|
|
904
|
|
10,050
|
|
|||
Deferred tax provision (benefit) - state
|
1,328
|
|
(670
|
)
|
1,060
|
|
|||
Income tax provision
|
$
|
8,465
|
|
$
|
5,945
|
|
$
|
9,482
|
|
|
December 31,
|
|||||
(Dollars in thousands)
|
2019
|
2018
|
||||
Deferred tax assets:
|
|
|
||||
Net operating loss - state
|
$
|
233
|
|
$
|
143
|
|
Start-up expenses
|
28
|
|
47
|
|
||
Stock compensation
|
3,146
|
|
3,376
|
|
||
Compensation related accruals
|
4,007
|
|
3,976
|
|
||
Leasehold improvement
|
155
|
|
205
|
|
||
Allowance for loan and lease losses
|
3,421
|
|
3,157
|
|
||
Long-term lease
|
—
|
|
158
|
|
||
Reserve for unfunded commitments
|
156
|
|
130
|
|
||
Supplemental executive retirement plan
|
883
|
|
871
|
|
||
Transaction costs
|
126
|
|
138
|
|
||
Earn out liability non-purchase accounting
|
246
|
|
298
|
|
||
Unrealized loss on investments and derivatives
|
—
|
|
733
|
|
||
State bonus depreciation
|
2,295
|
|
1,326
|
|
||
General business credits
|
10,677
|
|
4,424
|
|
||
Other
|
399
|
|
325
|
|
||
Gross deferred tax assets
|
25,772
|
|
19,307
|
|
||
|
|
|
||||
Deferred tax liabilities:
|
|
|
||||
Office properties and equipment
|
(21,857
|
)
|
(13,906
|
)
|
||
Prepaid expenses
|
(874
|
)
|
(370
|
)
|
||
Deferred loan costs
|
(5,110
|
)
|
(4,477
|
)
|
||
Intangibles
|
(164
|
)
|
(93
|
)
|
||
Goodwill
|
(4,209
|
)
|
(3,813
|
)
|
||
State capital shares tax liability
|
(127
|
)
|
(161
|
)
|
||
Capitalized Investment Management
|
—
|
|
—
|
|
||
Unrealized gain on investments and derivatives
|
(362
|
)
|
—
|
|
||
Gross deferred tax liability
|
(32,703
|
)
|
(22,820
|
)
|
||
Net deferred tax liability
|
$
|
(6,931
|
)
|
$
|
(3,513
|
)
|
|
December 31,
|
|||||
(Dollars in thousands)
|
2019
|
2018
|
||||
Deferred tax provision
|
$
|
(2,640
|
)
|
$
|
(234
|
)
|
Deferred tax impact from other comprehensive income
|
(778
|
)
|
873
|
|
||
Change in net deferred tax asset or liability
|
$
|
(3,418
|
)
|
$
|
639
|
|
|
December 31,
|
||||||||
(Dollars in thousands)
|
2019
|
2018
|
2017
|
||||||
Beginning of year balance
|
$
|
704
|
|
$
|
744
|
|
$
|
599
|
|
Increases in prior period tax positions
|
111
|
|
—
|
|
18
|
|
|||
Decreases in prior period tax positions
|
—
|
|
(250
|
)
|
—
|
|
|||
Increases in current period tax positions
|
148
|
|
210
|
|
127
|
|
|||
Settlements
|
(435
|
)
|
—
|
|
—
|
|
|||
End of year balance
|
$
|
528
|
|
$
|
704
|
|
$
|
744
|
|
|
Number of
Preferred Shares Outstanding |
Number of
Common Shares Outstanding |
||
Balance, December 31, 2016
|
—
|
|
28,415,654
|
|
Issuance of restricted common stock
|
—
|
|
396,175
|
|
Forfeitures of restricted common stock
|
—
|
|
(14,637
|
)
|
Exercise of stock options
|
—
|
|
170,550
|
|
Purchase of treasury stock
|
—
|
|
(376,641
|
)
|
Balance, December 31, 2017
|
—
|
|
28,591,101
|
|
Issuance of preferred stock
|
40,250
|
|
—
|
|
Issuance of restricted common stock
|
—
|
|
423,113
|
|
Forfeitures of restricted common stock
|
—
|
|
(27,250
|
)
|
Exercise of stock options
|
—
|
|
155,250
|
|
Purchase of treasury stock
|
—
|
|
(263,540
|
)
|
Balance, December 31, 2018
|
40,250
|
|
28,878,674
|
|
Issuance of preferred stock
|
80,500
|
|
—
|
|
Issuance of restricted common stock
|
—
|
|
580,453
|
|
Forfeitures of restricted common stock
|
—
|
|
(78,209
|
)
|
Exercise of stock options
|
—
|
|
86,580
|
|
Purchase of treasury stock
|
—
|
|
(111,512
|
)
|
Balance, December 31, 2019
|
120,750
|
|
29,355,986
|
|
|
December 31, 2019
|
||||||||||||||||
|
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
|
$
|
572,221
|
|
12.05
|
%
|
|
$
|
379,911
|
|
8.00
|
%
|
|
N/A
|
|
N/A
|
|
|
Bank
|
$
|
547,532
|
|
11.57
|
%
|
|
$
|
378,623
|
|
8.00
|
%
|
|
$
|
473,279
|
|
10.00
|
%
|
Tier 1 risk-based capital ratio
|
|
|
|
|
|
|
|
|
|||||||||
Company
|
$
|
558,068
|
|
11.75
|
%
|
|
$
|
284,933
|
|
6.00
|
%
|
|
N/A
|
|
N/A
|
|
|
Bank
|
$
|
532,779
|
|
11.26
|
%
|
|
$
|
283,967
|
|
6.00
|
%
|
|
$
|
378,623
|
|
8.00
|
%
|
Common equity tier 1 risk-based capital ratio
|
|
|
|
|
|
|
|
|
|||||||||
Company
|
$
|
442,385
|
|
9.32
|
%
|
|
$
|
213,700
|
|
4.50
|
%
|
|
N/A
|
|
N/A
|
|
|
Bank
|
$
|
532,779
|
|
11.26
|
%
|
|
$
|
212,975
|
|
4.50
|
%
|
|
$
|
307,631
|
|
6.50
|
%
|
Tier 1 leverage ratio
|
|
|
|
|
|
|
|
|
|||||||||
Company
|
$
|
558,068
|
|
7.54
|
%
|
|
$
|
296,038
|
|
4.00
|
%
|
|
N/A
|
|
N/A
|
|
|
Bank
|
$
|
532,779
|
|
7.22
|
%
|
|
$
|
295,277
|
|
4.00
|
%
|
|
$
|
369,097
|
|
5.00
|
%
|
|
December 31, 2018
|
||||||||||||||||
|
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
|
$
|
426,066
|
|
10.86
|
%
|
|
$
|
313,789
|
|
8.00
|
%
|
|
N/A
|
|
N/A
|
|
|
Bank
|
$
|
437,849
|
|
11.25
|
%
|
|
$
|
311,497
|
|
8.00
|
%
|
|
$
|
389,371
|
|
10.00
|
%
|
Tier 1 risk-based capital ratio
|
|
|
|
|
|
|
|
|
|||||||||
Company
|
$
|
414,808
|
|
10.58
|
%
|
|
$
|
235,342
|
|
6.00
|
%
|
|
N/A
|
|
N/A
|
|
|
Bank
|
$
|
424,418
|
|
10.90
|
%
|
|
$
|
233,622
|
|
6.00
|
%
|
|
$
|
311,497
|
|
8.00
|
%
|
Common equity tier 1 risk-based capital ratio
|
|
|
|
|
|
|
|
|
|||||||||
Company
|
$
|
378,117
|
|
9.64
|
%
|
|
$
|
176,506
|
|
4.50
|
%
|
|
N/A
|
|
N/A
|
|
|
Bank
|
$
|
424,418
|
|
10.90
|
%
|
|
$
|
175,217
|
|
4.50
|
%
|
|
$
|
253,091
|
|
6.50
|
%
|
Tier 1 leverage ratio
|
|
|
|
|
|
|
|
|
|||||||||
Company
|
$
|
414,808
|
|
7.28
|
%
|
|
$
|
227,851
|
|
4.00
|
%
|
|
N/A
|
|
N/A
|
|
|
Bank
|
$
|
424,418
|
|
7.49
|
%
|
|
$
|
226,762
|
|
4.00
|
%
|
|
$
|
283,453
|
|
5.00
|
%
|
|
Years Ended December 31,
|
||||||||
(Dollars in thousands, except per share data)
|
2019
|
2018
|
2017
|
||||||
|
|
|
|
||||||
Net income available to common shareholders
|
$
|
54,440
|
|
$
|
52,304
|
|
$
|
37,988
|
|
|
|
|
|
||||||
Weighted average common shares outstanding:
|
|
|
|
||||||
Basic
|
27,864,933
|
|
27,583,519
|
|
27,550,833
|
|
|||
Restricted stock - dilutive
|
633,802
|
|
780,357
|
|
649,956
|
|
|||
Stock options - dilutive
|
334,600
|
|
469,520
|
|
510,533
|
|
|||
Diluted
|
28,833,335
|
|
28,833,396
|
|
28,711,322
|
|
|||
|
|
|
|
||||||
Earnings per common share:
|
|
|
|
||||||
Basic
|
$
|
1.95
|
|
$
|
1.90
|
|
$
|
1.38
|
|
Diluted
|
$
|
1.89
|
|
$
|
1.81
|
|
$
|
1.32
|
|
|
Years Ended December 31,
|
|||||
|
2019
|
2018
|
2017
|
|||
Anti-dilutive shares (1)
|
31,500
|
|
7,000
|
|
27,000
|
|
(1)
|
Includes stock options and/or restricted stock not considered for the calculation of diluted EPS as their inclusion would have been anti-dilutive.
|
|
Number of Options
|
Weighted Average Exercise Price
|
Weighted Average Remaining Contractual Term (years)
|
|||
Balance, December 31, 2016
|
1,133,393
|
|
$
|
10.53
|
|
5.76
|
Granted
|
—
|
|
—
|
|
|
|
Exercised
|
(170,550
|
)
|
9.75
|
|
|
|
Forfeited
|
(16,500
|
)
|
10.30
|
|
|
|
Canceled
|
—
|
|
—
|
|
|
|
Expired
|
—
|
|
—
|
|
|
|
Balance, December 31, 2017
|
946,343
|
|
$
|
10.67
|
|
5.01
|
Granted
|
—
|
|
—
|
|
|
|
Exercised
|
(155,250
|
)
|
10.74
|
|
|
|
Forfeited
|
(15,000
|
)
|
11.74
|
|
|
|
Canceled
|
(65,446
|
)
|
10.30
|
|
|
|
Expired
|
(16,500
|
)
|
13.53
|
|
|
|
Balance, December 31, 2018
|
694,147
|
|
$
|
10.60
|
|
4.26
|
Granted
|
—
|
|
—
|
|
|
|
Exercised
|
(86,580
|
)
|
10.39
|
|
|
|
Forfeited
|
(5,000
|
)
|
10.31
|
|
|
|
Canceled
|
—
|
|
—
|
|
|
|
Expired
|
—
|
|
—
|
|
|
|
Balance, December 31, 2019
|
602,567
|
|
$
|
10.64
|
|
3.47
|
|
|
|
|
|||
Exercisable as of December 31, 2017
|
617,646
|
|
$
|
10.16
|
|
4.25
|
Exercisable as of December 31, 2018
|
429,450
|
|
$
|
9.97
|
|
3.49
|
Exercisable as of December 31, 2019
|
512,236
|
|
$
|
10.64
|
|
3.17
|
Non-vested options:
|
Number of Options
|
Weighted Average Grant-Date
Fair Value |
|||
Balance, December 31, 2016
|
558,277
|
|
$
|
4.95
|
|
Granted
|
—
|
|
—
|
|
|
Vested
|
(213,080
|
)
|
4.97
|
|
|
Forfeited
|
(16,500
|
)
|
4.99
|
|
|
Balance, December 31, 2017
|
328,697
|
|
$
|
4.94
|
|
Granted
|
—
|
|
—
|
|
|
Vested
|
(49,000
|
)
|
4.82
|
|
|
Forfeited
|
(15,000
|
)
|
5.01
|
|
|
Balance, December 31, 2018
|
264,697
|
|
$
|
4.96
|
|
Granted
|
—
|
|
—
|
|
|
Vested
|
(169,366
|
)
|
4.94
|
|
|
Forfeited
|
(5,000
|
)
|
4.95
|
|
|
Balance, December 31, 2019
|
90,331
|
|
$
|
4.98
|
|
Non-vested restricted shares:
|
Number of Shares
|
Weighted Average Grant-Date
Fair Value |
|||
Balance, December 31, 2016
|
783,305
|
|
$
|
12.05
|
|
Granted
|
396,175
|
|
22.07
|
|
|
Vested
|
(27,000
|
)
|
10.66
|
|
|
Forfeited
|
(14,637
|
)
|
13.87
|
|
|
Balance, December 31, 2017
|
1,137,843
|
|
$
|
15.54
|
|
Granted
|
423,113
|
|
23.90
|
|
|
Vested
|
(180,694
|
)
|
10.68
|
|
|
Forfeited
|
(27,250
|
)
|
20.61
|
|
|
Balance, December 31, 2018
|
1,353,012
|
|
$
|
18.70
|
|
Granted
|
580,453
|
|
21.85
|
|
|
Vested
|
(424,134
|
)
|
13.20
|
|
|
Forfeited
|
(78,209
|
)
|
19.13
|
|
|
Balance, December 31, 2019
|
1,431,122
|
|
$
|
21.58
|
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||
|
as of December 31, 2019
|
|
as of December 31, 2019
|
||||||
(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
|
$
|
2,184
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
||||
Interest rate products
|
Other assets
|
55,241
|
|
|
Other liabilities
|
55,289
|
|
||
|
|
|
|
|
|
||||
Total
|
Other assets
|
$
|
55,241
|
|
|
Other liabilities
|
$
|
57,473
|
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||
|
as of December 31, 2018
|
|
as of December 31, 2018
|
||||||
(Dollars in thousands)
|
Balance Sheet Location
|
Fair Value
|
|
Balance Sheet Location
|
Fair Value
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
||||
Interest rate products
|
Other assets
|
$
|
1,384
|
|
|
Other liabilities
|
$
|
—
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
||||
Interest rate products
|
Other assets
|
25,523
|
|
|
Other liabilities
|
25,518
|
|
||
|
|
|
|
|
|
||||
Total
|
Other assets
|
$
|
26,907
|
|
|
Other liabilities
|
$
|
25,518
|
|
|
Offsetting of Derivative Liabilities
|
||||||||||||||||||||||
|
Gross Amounts of Recognized Liabilities
|
|
Gross Amounts Offset in the Statement of Financial Position
|
|
Net Amounts of Liabilities
presented in the Statement of Financial Position |
|
Gross Amounts Not Offset in the Statement of Financial Position
|
|
Net Amount
|
||||||||||||||
|
|
|
|
|
|||||||||||||||||||
(Dollars in thousands)
|
|
|
|
Financial Instruments
|
|
Cash Collateral Posted
|
|
||||||||||||||||
December 31, 2019
|
$
|
57,473
|
|
|
$
|
—
|
|
|
$
|
57,473
|
|
|
$
|
(850
|
)
|
|
$
|
(55,753
|
)
|
|
$
|
870
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
December 31, 2018
|
$
|
25,518
|
|
|
$
|
—
|
|
|
$
|
25,518
|
|
|
$
|
(9,587
|
)
|
|
$
|
(3,941
|
)
|
|
$
|
11,990
|
|
(Dollars in thousands)
|
Notional
Amount |
Effective Rate (1)
|
Estimated Increase/(Decrease) to Interest Expense in the Next Twelve Months
|
Maturity Date
|
Remaining Term
(in Months) |
|||||
Interest rate products:
|
|
|
|
|
|
|||||
Issued 1/8/2018
|
$
|
50,000
|
|
2.21
|
%
|
$
|
239
|
|
1/8/2021
|
12
|
Issued 5/30/2019
|
$
|
50,000
|
|
2.05
|
%
|
$
|
158
|
|
6/1/2022
|
29
|
Issued 5/30/2019
|
$
|
50,000
|
|
2.03
|
%
|
$
|
151
|
|
6/1/2023
|
41
|
Issued 5/30/2019
|
$
|
50,000
|
|
2.04
|
%
|
$
|
157
|
|
6/1/2024
|
53
|
Total
|
$
|
200,000
|
|
|
$
|
705
|
|
|
|
|
|
|
Years Ended December 31,
|
||||||||
(Dollars in thousands)
|
|
|
2019
|
2018
|
2017
|
||||||
Derivatives designated as hedging instruments:
|
|
|
Unrealized Gain (Loss) Recognized in Accumulated Other Comprehensive Income on Derivatives
|
||||||||
Interest rate products
|
|
|
$
|
(2,239
|
)
|
$
|
1,027
|
|
$
|
287
|
|
|
|
|
Years Ended December 31,
|
||||||||
(Dollars in thousands)
|
|
|
2019
|
2018
|
2017
|
||||||
Derivatives not designated as hedging instruments:
|
Location of Gain (Loss) Recognized in Income on Derivatives
|
|
Realized Gain (Loss)
Recognized in Income on Derivatives |
||||||||
Interest rate products
|
Non-interest income
|
|
$
|
(45
|
)
|
$
|
14
|
|
$
|
(1
|
)
|
Equity products
|
Non-interest income
|
|
$
|
(176
|
)
|
$
|
—
|
|
$
|
—
|
|
Total
|
|
|
$
|
(221
|
)
|
$
|
14
|
|
$
|
(1
|
)
|
•
|
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, 2019
|
|||||||||||
(Dollars in thousands)
|
Level 1
|
Level 2
|
Level 3
|
Total Assets /
Liabilities at Fair Value |
||||||||
Financial assets:
|
|
|
|
|
||||||||
Debt securities available-for-sale:
|
|
|
|
|
||||||||
Corporate bonds
|
$
|
—
|
|
$
|
175,418
|
|
$
|
—
|
|
$
|
175,418
|
|
Trust preferred securities
|
—
|
|
18,260
|
|
—
|
|
18,260
|
|
||||
Agency collateralized mortgage obligations
|
—
|
|
27,193
|
|
—
|
|
27,193
|
|
||||
Agency mortgage-backed securities
|
—
|
|
18,509
|
|
—
|
|
18,509
|
|
||||
Agency debentures
|
—
|
|
9,402
|
|
—
|
|
9,402
|
|
||||
Interest rate swaps
|
—
|
|
55,241
|
|
—
|
|
55,241
|
|
||||
Total financial assets
|
$
|
—
|
|
$
|
304,023
|
|
$
|
—
|
|
$
|
304,023
|
|
|
|
|
|
|
||||||||
Financial liabilities:
|
|
|
|
|
||||||||
Interest rate swaps
|
$
|
—
|
|
$
|
57,473
|
|
$
|
—
|
|
$
|
57,473
|
|
Total financial liabilities
|
$
|
—
|
|
$
|
57,473
|
|
$
|
—
|
|
$
|
57,473
|
|
|
December 31, 2018
|
|||||||||||
(Dollars in thousands)
|
Level 1
|
Level 2
|
Level 3
|
Total Assets /
Liabilities at Fair Value |
||||||||
Financial assets:
|
|
|
|
|
||||||||
Debt securities available-for-sale:
|
|
|
|
|
||||||||
Corporate bonds
|
$
|
—
|
|
$
|
151,063
|
|
$
|
—
|
|
$
|
151,063
|
|
Trust preferred securities
|
—
|
|
16,849
|
|
—
|
|
16,849
|
|
||||
Non-agency collateralized loan obligations
|
—
|
|
390
|
|
—
|
|
390
|
|
||||
Agency collateralized mortgage obligations
|
—
|
|
33,718
|
|
—
|
|
33,718
|
|
||||
Agency mortgage-backed securities
|
—
|
|
21,264
|
|
—
|
|
21,264
|
|
||||
Agency debentures
|
—
|
|
10,012
|
|
—
|
|
10,012
|
|
||||
Equity securities
|
12,661
|
|
—
|
|
—
|
|
12,661
|
|
||||
Interest rate swaps
|
—
|
|
26,907
|
|
—
|
|
26,907
|
|
||||
Total financial assets
|
$
|
12,661
|
|
$
|
260,203
|
|
$
|
—
|
|
$
|
272,864
|
|
|
|
|
|
|
||||||||
Financial liabilities:
|
|
|
|
|
||||||||
Interest rate swaps
|
$
|
—
|
|
$
|
25,518
|
|
$
|
—
|
|
$
|
25,518
|
|
Acquisition earn out liability
|
—
|
|
—
|
|
2,920
|
|
2,920
|
|
||||
Total financial liabilities
|
$
|
—
|
|
$
|
25,518
|
|
$
|
2,920
|
|
$
|
28,438
|
|
|
December 31, 2019
|
|||||||||||
(Dollars in thousands)
|
Level 1
|
Level 2
|
Level 3
|
Total Assets
at Fair Value |
||||||||
Loans measured for impairment, net
|
$
|
—
|
|
$
|
—
|
|
$
|
13
|
|
$
|
13
|
|
Other real estate owned
|
—
|
|
—
|
|
4,250
|
|
4,250
|
|
||||
Total assets
|
$
|
—
|
|
$
|
—
|
|
$
|
4,263
|
|
$
|
4,263
|
|
|
December 31, 2018
|
|||||||||||
(Dollars in thousands)
|
Level 1
|
Level 2
|
Level 3
|
Total Assets
at Fair Value |
||||||||
Loans measured for impairment, net
|
$
|
—
|
|
$
|
—
|
|
$
|
1,800
|
|
$
|
1,800
|
|
Other real estate owned
|
—
|
|
—
|
|
3,424
|
|
3,424
|
|
||||
Total assets
|
$
|
—
|
|
$
|
—
|
|
$
|
5,224
|
|
$
|
5,224
|
|
|
December 31, 2019
|
||||||||
(Dollars in thousands)
|
Fair Value
|
|
Valuation Techniques (1)
|
|
Significant Unobservable Inputs
|
|
Weighted Average Discount Rate
|
||
Loans measured for impairment, net
|
$
|
13
|
|
|
Collateral
|
|
Appraisal value and discount due to salability conditions
|
|
—%
|
|
|
|
|
|
|
|
|
||
Other real estate owned
|
$
|
4,250
|
|
|
Collateral
|
|
Appraisal value and discount due to salability conditions
|
|
17%
|
(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 of ongoing operations if the loan is not collateral dependent.
|
|
December 31, 2018
|
||||||||
(Dollars in thousands)
|
Fair Value
|
|
Valuation Techniques (1)
|
|
Significant Unobservable Inputs
|
|
Weighted Average Discount Rate
|
||
Acquisition earn out liability
|
$
|
2,920
|
|
|
Income approach
|
|
Run-rate revenue multiple; client retention
|
|
1.6 times
|
|
|
|
|
|
|
|
|
||
Loans measured for impairment, net
|
$
|
1,800
|
|
|
Collateral
|
|
Appraisal value and discount due to salability conditions
|
|
16%
|
|
|
|
|
|
|
|
|
||
Other real estate owned
|
$
|
3,424
|
|
|
Collateral
|
|
Appraisal value and 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, 2019
|
|
December 31, 2018
|
|||||||||||
(Dollars in thousands)
|
Fair Value
Level |
Carrying
Amount |
Estimated
Fair Value |
|
Carrying
Amount |
Estimated
Fair Value |
||||||||
Financial assets:
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
1
|
$
|
403,855
|
|
$
|
403,855
|
|
|
$
|
189,985
|
|
$
|
189,985
|
|
Debt securities available-for-sale
|
2
|
248,782
|
|
248,782
|
|
|
233,296
|
|
233,296
|
|
||||
Debt securities held-to-maturity
|
2
|
196,044
|
|
196,755
|
|
|
196,131
|
|
196,823
|
|
||||
Equity securities
|
1
|
—
|
|
—
|
|
|
12,661
|
|
12,661
|
|
||||
Federal Home Loan Bank stock
|
2
|
24,324
|
|
24,324
|
|
|
24,671
|
|
24,671
|
|
||||
Loans and leases held-for-investment, net
|
3
|
6,563,451
|
|
6,548,432
|
|
|
5,119,665
|
|
5,119,562
|
|
||||
Accrued interest receivable
|
2
|
22,326
|
|
22,326
|
|
|
20,702
|
|
20,702
|
|
||||
Investment management fees receivable, net
|
2
|
7,560
|
|
7,560
|
|
|
7,299
|
|
7,299
|
|
||||
Bank owned life insurance
|
2
|
70,044
|
|
70,044
|
|
|
68,309
|
|
68,309
|
|
||||
Other real estate owned
|
3
|
4,250
|
|
4,250
|
|
|
3,424
|
|
3,424
|
|
||||
Interest rate swaps
|
2
|
55,241
|
|
55,241
|
|
|
26,907
|
|
26,907
|
|
||||
|
|
|
|
|
|
|
||||||||
Financial liabilities:
|
|
|
|
|
|
|
||||||||
Deposits
|
2
|
$
|
6,634,613
|
|
$
|
6,648,546
|
|
|
$
|
5,050,461
|
|
$
|
5,048,079
|
|
Borrowings, net
|
2
|
355,000
|
|
355,003
|
|
|
404,166
|
|
404,084
|
|
||||
Acquisition earn out liability
|
3
|
—
|
|
—
|
|
|
2,920
|
|
2,920
|
|
||||
Interest rate swaps
|
2
|
57,473
|
|
57,473
|
|
|
25,518
|
|
25,518
|
|
|
Years Ended December 31,
|
||||||||||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||||||||||||||||||||
(Dollars in thousands)
|
Debt Securities
|
Derivatives
|
Total
|
|
Debt Securities
|
Derivatives
|
Total
|
|
Debt Securities
|
Derivatives
|
Total
|
||||||||||||||||||
Balance, beginning of period
|
$
|
(2,363
|
)
|
$
|
1,032
|
|
$
|
(1,331
|
)
|
|
$
|
172
|
|
$
|
1,074
|
|
$
|
1,246
|
|
|
$
|
(297
|
)
|
$
|
1,127
|
|
$
|
830
|
|
Change in unrealized holding gains (losses)
|
5,356
|
|
(1,701
|
)
|
3,655
|
|
|
(2,913
|
)
|
773
|
|
(2,140
|
)
|
|
655
|
|
180
|
|
835
|
|
|||||||||
Losses (gains) reclassified from other comprehensive income
|
(237
|
)
|
(955
|
)
|
(1,192
|
)
|
|
53
|
|
(1,050
|
)
|
(997
|
)
|
|
(186
|
)
|
(233
|
)
|
(419
|
)
|
|||||||||
Reclassification for equity securities under ASU 2016-01
|
—
|
|
—
|
|
—
|
|
|
286
|
|
—
|
|
286
|
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Reclassification for certain income tax effects under ASU 2018-02
|
—
|
|
—
|
|
—
|
|
|
39
|
|
235
|
|
274
|
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Net other comprehensive income (loss)
|
5,119
|
|
(2,656
|
)
|
2,463
|
|
|
(2,535
|
)
|
(42
|
)
|
(2,577
|
)
|
|
469
|
|
(53
|
)
|
416
|
|
|||||||||
Balance, end of period
|
$
|
2,756
|
|
$
|
(1,624
|
)
|
$
|
1,132
|
|
|
$
|
(2,363
|
)
|
$
|
1,032
|
|
$
|
(1,331
|
)
|
|
$
|
172
|
|
$
|
1,074
|
|
$
|
1,246
|
|
CONDENSED STATEMENTS OF FINANCIAL CONDITION
|
|
|
||||
PARENT COMPANY ONLY
|
|
|
||||
|
December 31,
|
|||||
(Dollars in thousands)
|
2019
|
2018
|
||||
ASSETS
|
|
|||||
|
|
|
||||
Cash and cash equivalents
|
$
|
15,231
|
|
$
|
3,561
|
|
Equity securities
|
—
|
|
12,661
|
|
||
Investment in subsidiaries
|
606,904
|
|
504,711
|
|
||
Prepaid expenses and other assets
|
109
|
|
1,648
|
|
||
Total assets
|
$
|
622,244
|
|
$
|
522,581
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
||||
|
|
|
||||
Borrowings, net
|
$
|
—
|
|
$
|
39,166
|
|
Other accrued expenses and other liabilities
|
963
|
|
4,061
|
|
||
Shareholders’ equity
|
621,281
|
|
479,354
|
|
||
Total liabilities and shareholders’ equity
|
$
|
622,244
|
|
$
|
522,581
|
|
CONDENSED STATEMENTS OF INCOME
|
|
|
|
||||||
PARENT COMPANY ONLY
|
|
|
|
||||||
|
Years Ended December 31,
|
||||||||
(Dollars in thousands)
|
2019
|
2018
|
2017
|
||||||
Interest income
|
$
|
219
|
|
$
|
284
|
|
$
|
279
|
|
Dividends received from subsidiaries
|
13,000
|
|
3,000
|
|
3,000
|
|
|||
Total interest and dividend income
|
13,219
|
|
3,284
|
|
3,279
|
|
|||
Interest expense
|
1,159
|
|
2,334
|
|
2,305
|
|
|||
Net interest income
|
12,060
|
|
950
|
|
974
|
|
|||
Non-interest income (loss)
|
842
|
|
(774
|
)
|
—
|
|
|||
Non-interest expense
|
1,081
|
|
749
|
|
371
|
|
|||
Income (loss) before income taxes and undisbursed income of subsidiaries
|
11,821
|
|
(573
|
)
|
603
|
|
|||
Income tax expense benefit
|
(467
|
)
|
(490
|
)
|
(251
|
)
|
|||
Income (loss) before undisbursed income of subsidiaries
|
12,288
|
|
(83
|
)
|
854
|
|
|||
Undisbursed income of subsidiaries
|
47,905
|
|
54,507
|
|
37,134
|
|
|||
Net income
|
$
|
60,193
|
|
$
|
54,424
|
|
$
|
37,988
|
|
CONDENSED STATEMENTS OF CASH FLOWS
|
|
|
|
||||||
PARENT COMPANY ONLY
|
|
|
|
||||||
|
Years Ended December 31,
|
||||||||
(Dollars in thousands)
|
2019
|
2018
|
2017
|
||||||
Cash Flows from Operating Activities:
|
|
||||||||
Net income
|
$
|
60,193
|
|
$
|
54,424
|
|
$
|
37,988
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||||
Undisbursed income of subsidiaries
|
(47,905
|
)
|
(54,507
|
)
|
(37,134
|
)
|
|||
Net loss (gain) on equity securities
|
(842
|
)
|
775
|
|
—
|
|
|||
Amortization of deferred financing costs
|
84
|
|
203
|
|
203
|
|
|||
Increase (decrease) in accrued interest payable
|
(1,005
|
)
|
(19
|
)
|
19
|
|
|||
Decrease (increase) in other assets
|
1,539
|
|
(784
|
)
|
238
|
|
|||
Increase (decrease) in other liabilities
|
(2,269
|
)
|
2,729
|
|
(777
|
)
|
|||
Net cash provided by operating activities
|
9,795
|
|
2,821
|
|
537
|
|
|||
Cash Flows from Investing Activities:
|
|
|
|
||||||
Purchase of equity securities
|
—
|
|
(5,224
|
)
|
(267
|
)
|
|||
Sale of equity securities
|
13,679
|
|
—
|
|
—
|
|
|||
Net payments for investments in subsidiaries
|
(43,000
|
)
|
(26,335
|
)
|
(200
|
)
|
|||
Net cash used in investing activities
|
(29,321
|
)
|
(31,559
|
)
|
(467
|
)
|
|||
Cash Flows from Financing Activities:
|
|
|
|
||||||
Net proceeds from issuance of preferred stock
|
77,611
|
|
38,468
|
|
—
|
|
|||
Repayment of subordinated debt
|
(35,000
|
)
|
—
|
|
—
|
|
|||
Net increase (decrease) in line of credit advances
|
(4,250
|
)
|
(1,950
|
)
|
6,200
|
|
|||
Net proceeds from exercise of stock options
|
900
|
|
1,667
|
|
1,663
|
|
|||
Cancellation of stock options
|
—
|
|
(945
|
)
|
—
|
|
|||
Purchase of treasury stock
|
(2,312
|
)
|
(6,807
|
)
|
(8,675
|
)
|
|||
Dividends paid on preferred stock
|
(5,753
|
)
|
(2,120
|
)
|
—
|
|
|||
Net cash provided by (used in) financing activities
|
31,196
|
|
28,313
|
|
(812
|
)
|
|||
Net change in cash and cash equivalents
|
11,670
|
|
(425
|
)
|
(742
|
)
|
|||
Cash and cash equivalents at beginning of year
|
3,561
|
|
3,986
|
|
4,728
|
|
|||
Cash and cash equivalents at end of year
|
$
|
15,231
|
|
$
|
3,561
|
|
$
|
3,986
|
|
•
|
The Bank segment provides commercial banking services to middle-market businesses and private banking services to high-net-worth individuals through the TriState Capital Bank subsidiary.
|
•
|
The Investment Management segment provides advisory and sub-advisory investment management services primarily to institutional investors, mutual funds and individual investors through the Chartwell subsidiary. It also supports marketing efforts for Chartwell’s proprietary investment products through the CTSC Securities subsidiary.
|
(Dollars in thousands)
|
December 31, 2019
|
December 31, 2018
|
||||
Assets:
|
|
|
||||
Bank
|
$
|
7,686,981
|
|
$
|
5,947,165
|
|
Investment management
|
83,295
|
|
92,894
|
|
||
Parent and other
|
(4,466
|
)
|
(4,404
|
)
|
||
Total assets
|
$
|
7,765,810
|
|
$
|
6,035,655
|
|
|
Year Ended December 31, 2019
|
|||||||||||
(Dollars in thousands)
|
Bank
|
Investment
Management |
Parent
and Other |
Consolidated
|
||||||||
Income statement data:
|
|
|
|
|
||||||||
Interest income
|
$
|
262,332
|
|
$
|
—
|
|
$
|
115
|
|
$
|
262,447
|
|
Interest expense
|
134,336
|
|
—
|
|
1,054
|
|
135,390
|
|
||||
Net interest income (loss)
|
127,996
|
|
—
|
|
(939
|
)
|
127,057
|
|
||||
Provision (credit) for loan and lease losses
|
(968
|
)
|
—
|
|
—
|
|
(968
|
)
|
||||
Net interest income (loss) after provision for loan and lease losses
|
128,964
|
|
—
|
|
(939
|
)
|
128,025
|
|
||||
Non-interest income:
|
|
|
|
|
||||||||
Investment management fees
|
—
|
|
36,889
|
|
(447
|
)
|
36,442
|
|
||||
Net gain on the sale and call of debt securities
|
416
|
|
—
|
|
—
|
|
416
|
|
||||
Other non-interest income
|
15,051
|
|
31
|
|
842
|
|
15,924
|
|
||||
Total non-interest income
|
15,467
|
|
36,920
|
|
395
|
|
52,782
|
|
||||
Non-interest expense:
|
|
|
|
|
||||||||
Intangible amortization expense
|
—
|
|
2,009
|
|
—
|
|
2,009
|
|
||||
Other non-interest expense
|
77,945
|
|
31,560
|
|
635
|
|
110,140
|
|
||||
Total non-interest expense
|
77,945
|
|
33,569
|
|
635
|
|
112,149
|
|
||||
Income (loss) before tax
|
66,486
|
|
3,351
|
|
(1,179
|
)
|
68,658
|
|
||||
Income tax expense (benefit)
|
8,015
|
|
918
|
|
(468
|
)
|
8,465
|
|
||||
Net income (loss)
|
$
|
58,471
|
|
$
|
2,433
|
|
$
|
(711
|
)
|
$
|
60,193
|
|
|
Year Ended December 31, 2018
|
|||||||||||
(Dollars in thousands)
|
Bank
|
Investment
Management |
Parent
and Other |
Consolidated
|
||||||||
Income statement data:
|
|
|
|
|
||||||||
Interest income
|
$
|
199,510
|
|
$
|
—
|
|
$
|
276
|
|
$
|
199,786
|
|
Interest expense
|
84,055
|
|
—
|
|
2,327
|
|
86,382
|
|
||||
Net interest income (loss)
|
115,455
|
|
—
|
|
(2,051
|
)
|
113,404
|
|
||||
Provision (credit) for loan losses
|
(205
|
)
|
—
|
|
—
|
|
(205
|
)
|
||||
Net interest income (loss) after provision for loan losses
|
115,660
|
|
—
|
|
(2,051
|
)
|
113,609
|
|
||||
Non-interest income:
|
|
|
|
|
||||||||
Investment management fees
|
—
|
|
37,939
|
|
(292
|
)
|
37,647
|
|
||||
Net loss on the sale and call of debt securities
|
(70
|
)
|
—
|
|
—
|
|
(70
|
)
|
||||
Other non-interest income (loss)
|
11,112
|
|
1
|
|
(773
|
)
|
10,340
|
|
||||
Total non-interest income
|
11,042
|
|
37,940
|
|
(1,065
|
)
|
47,917
|
|
||||
Non-interest expense:
|
|
|
|
|
||||||||
Intangible amortization expense
|
—
|
|
1,968
|
|
—
|
|
1,968
|
|
||||
Change in fair value of acquisition earn out
|
—
|
|
(218
|
)
|
—
|
|
(218
|
)
|
||||
Other non-interest expense
|
67,190
|
|
31,760
|
|
457
|
|
99,407
|
|
||||
Total non-interest expense
|
67,190
|
|
33,510
|
|
457
|
|
101,157
|
|
||||
Income (loss) before tax
|
59,512
|
|
4,430
|
|
(3,573
|
)
|
60,369
|
|
||||
Income tax expense (benefit)
|
5,856
|
|
579
|
|
(490
|
)
|
5,945
|
|
||||
Net income (loss)
|
$
|
53,656
|
|
$
|
3,851
|
|
$
|
(3,083
|
)
|
$
|
54,424
|
|
|
Year Ended December 31, 2017
|
|||||||||||
(Dollars in thousands)
|
Bank
|
Investment
Management |
Parent
and Other |
Consolidated
|
||||||||
Income statement data:
|
|
|
|
|
||||||||
Interest income
|
$
|
134,029
|
|
$
|
—
|
|
$
|
266
|
|
$
|
134,295
|
|
Interest expense
|
40,649
|
|
—
|
|
2,293
|
|
42,942
|
|
||||
Net interest income (loss)
|
93,380
|
|
—
|
|
(2,027
|
)
|
91,353
|
|
||||
Provision (credit) for loan losses
|
(623
|
)
|
—
|
|
—
|
|
(623
|
)
|
||||
Net interest income (loss) after provision for loan losses
|
94,003
|
|
—
|
|
(2,027
|
)
|
91,976
|
|
||||
Non-interest income:
|
|
|
|
|
||||||||
Investment management fees
|
—
|
|
37,309
|
|
(209
|
)
|
37,100
|
|
||||
Net gain on the sale and call of debt securities
|
310
|
|
—
|
|
—
|
|
310
|
|
||||
Other non-interest income
|
9,554
|
|
2
|
|
—
|
|
9,556
|
|
||||
Total non-interest income
|
9,864
|
|
37,311
|
|
(209
|
)
|
46,966
|
|
||||
Non-interest expense:
|
|
|
|
|
||||||||
Intangible amortization expense
|
—
|
|
1,851
|
|
—
|
|
1,851
|
|
||||
Other non-interest expense
|
59,073
|
|
30,387
|
|
161
|
|
89,621
|
|
||||
Total non-interest expense
|
59,073
|
|
32,238
|
|
161
|
|
91,472
|
|
||||
Income (loss) before tax
|
44,794
|
|
5,073
|
|
(2,397
|
)
|
47,470
|
|
||||
Income tax expense (benefit)
|
9,211
|
|
522
|
|
(251
|
)
|
9,482
|
|
||||
Net income (loss)
|
$
|
35,583
|
|
$
|
4,551
|
|
$
|
(2,146
|
)
|
$
|
37,988
|
|
|
2019
|
|||||||||||
(Dollars in thousands, except per share data)
|
Fourth
Quarter |
Third
Quarter |
Second
Quarter |
First
Quarter |
||||||||
Income statement data:
|
(unaudited)
|
|||||||||||
Interest income
|
$
|
65,474
|
|
$
|
67,732
|
|
$
|
66,339
|
|
$
|
62,902
|
|
Interest expense
|
32,408
|
|
35,416
|
|
35,036
|
|
32,530
|
|
||||
Net interest income
|
33,066
|
|
32,316
|
|
31,303
|
|
30,372
|
|
||||
Provision (credit) for loan losses
|
728
|
|
(607
|
)
|
(712
|
)
|
(377
|
)
|
||||
Net interest income after provision for loan losses
|
32,338
|
|
32,923
|
|
32,015
|
|
30,749
|
|
||||
Non-interest income:
|
|
|
|
|
||||||||
Investment management fees
|
8,862
|
|
8,902
|
|
9,254
|
|
9,424
|
|
||||
Net gain on the sale and call of debt securities
|
70
|
|
206
|
|
112
|
|
28
|
|
||||
Other non-interest income
|
4,559
|
|
5,135
|
|
2,613
|
|
3,617
|
|
||||
Total non-interest income
|
13,491
|
|
14,243
|
|
11,979
|
|
13,069
|
|
||||
Non-interest expense:
|
|
|
|
|
||||||||
Intangible amortization expense
|
503
|
|
502
|
|
502
|
|
502
|
|
||||
Other non-interest expense
|
29,616
|
|
27,271
|
|
27,083
|
|
26,170
|
|
||||
Total non-interest expense
|
30,119
|
|
27,773
|
|
27,585
|
|
26,672
|
|
||||
Income before tax
|
15,710
|
|
19,393
|
|
16,409
|
|
17,146
|
|
||||
Income tax expense
|
1,106
|
|
3,059
|
|
1,718
|
|
2,582
|
|
||||
Net income
|
$
|
14,604
|
|
$
|
16,334
|
|
$
|
14,691
|
|
$
|
14,564
|
|
Preferred stock dividends
|
1,962
|
|
1,962
|
|
1,150
|
|
679
|
|
||||
Net income available to common shareholders
|
$
|
12,642
|
|
$
|
14,372
|
|
$
|
13,541
|
|
$
|
13,885
|
|
|
|
|
|
|
||||||||
Earnings per common share:
|
|
|
|
|
||||||||
Basic
|
$
|
0.45
|
|
$
|
0.52
|
|
$
|
0.49
|
|
$
|
0.50
|
|
Diluted
|
$
|
0.44
|
|
$
|
0.50
|
|
$
|
0.47
|
|
$
|
0.48
|
|
|
2018
|
|||||||||||
(Dollars in thousands, except per share data)
|
Fourth
Quarter |
Third
Quarter |
Second
Quarter |
First
Quarter |
||||||||
Income statement data:
|
(unaudited)
|
|||||||||||
Interest income
|
$
|
58,162
|
|
$
|
52,424
|
|
$
|
47,784
|
|
$
|
41,416
|
|
Interest expense
|
28,630
|
|
23,605
|
|
18,993
|
|
15,154
|
|
||||
Net interest income
|
29,532
|
|
28,819
|
|
28,791
|
|
26,262
|
|
||||
Provision (credit) for loan losses
|
(581
|
)
|
(234
|
)
|
415
|
|
195
|
|
||||
Net interest income after provision for loan losses
|
30,113
|
|
29,053
|
|
28,376
|
|
26,067
|
|
||||
Non-interest income:
|
|
|
|
|
||||||||
Investment management fees
|
9,225
|
|
9,828
|
|
9,686
|
|
8,908
|
|
||||
Net gain (loss) on the sale and call of debt securities
|
(76
|
)
|
—
|
|
1
|
|
5
|
|
||||
Other non-interest income
|
2,426
|
|
2,923
|
|
2,815
|
|
2,176
|
|
||||
Total non-interest income
|
11,575
|
|
12,751
|
|
12,502
|
|
11,089
|
|
||||
Non-interest expense:
|
|
|
|
|
||||||||
Intangible amortization expense
|
503
|
|
502
|
|
502
|
|
461
|
|
||||
Change in fair value of acquisition earn out
|
(218
|
)
|
—
|
|
—
|
|
—
|
|
||||
Other non-interest expense
|
26,018
|
|
25,184
|
|
24,816
|
|
23,389
|
|
||||
Total non-interest expense
|
26,303
|
|
25,686
|
|
25,318
|
|
23,850
|
|
||||
Income before tax
|
15,385
|
|
16,118
|
|
15,560
|
|
13,306
|
|
||||
Income tax expense
|
265
|
|
1,807
|
|
968
|
|
2,905
|
|
||||
Net income
|
$
|
15,120
|
|
$
|
14,311
|
|
$
|
14,592
|
|
$
|
10,401
|
|
Preferred stock dividends
|
679
|
|
679
|
|
762
|
|
—
|
|
||||
Net income available to common shareholders
|
$
|
14,441
|
|
$
|
13,632
|
|
$
|
13,830
|
|
$
|
10,401
|
|
|
|
|
|
|
||||||||
Earnings per common share:
|
|
|
|
|
||||||||
Basic
|
$
|
0.52
|
|
$
|
0.49
|
|
$
|
0.50
|
|
$
|
0.38
|
|
Diluted
|
$
|
0.50
|
|
$
|
0.47
|
|
$
|
0.48
|
|
$
|
0.36
|
|
No.
|
Description
|
3.1
|
3.2
|
3.3
|
3.4
|
3.4
|
4.1
|
4.2
|
4.3
|
4.4
|
Form of Depositary Receipt representing the depositary shares, each representing a 1/40th ownership interest in a share of 6.75% Fixed-to-Floating Rate Series A Non-Cumulative Perpetual Preferred Stock (included in Exhibit 4.3).
|
4.5
|
4.6
|
Form of Depositary Receipt representing the depositary shares, each representing a 1/40th ownership interest in a share of 6.375% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred Stock, (included in Exhibit 4.5)
|
10.1
|
10.2
|
10.3
|
10.4
|
10.5
|
10.6
|
10.7
|
10.8
|
10.9
|
10.10
|
21
|
23.2
|
24
|
31.1
|
31.2
|
32
|
101
|
The following materials from TriState Capital Holdings, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, 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.
|
TRISTATE CAPITAL HOLDINGS, INC.
|
|||
|
|
|
|
Date:
|
February 24, 2020
|
By:
|
/s/ James F. Getz
|
|
|
|
James F. Getz
|
|
|
|
Chairman, President and Chief Executive Officer
|
|
|
|
|
Date:
|
February 24, 2020
|
By:
|
/s/ David J. Demas
|
|
|
|
David J. Demas
|
|
|
|
Chief Financial Officer
|
|
|
|
|
Date:
|
February 24, 2020
|
By:
|
/s/ James F. Getz
|
|
|
|
James F. Getz
|
|
|
|
Chairman, President, Chief Executive Officer and Director
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
Date:
|
February 24, 2020
|
By:
|
/s/ David J. Demas
|
|
|
|
David J. Demas
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
Date:
|
February 24, 2020
|
By:
|
/s/ David L. Bonvenuto*
|
|
|
|
David L. Bonvenuto
|
|
|
|
Director
|
|
|
|
|
Date:
|
February 24, 2020
|
By:
|
/s/ Anthony J. Buzzelli*
|
|
|
|
Anthony J. Buzzelli
|
|
|
|
Director
|
|
|
|
|
Date:
|
February 24, 2020
|
By:
|
/s/ Helen Hanna Casey*
|
|
|
|
Helen Hanna Casey
|
|
|
|
Director
|
|
|
|
|
Date:
|
February 24, 2020
|
By:
|
/s/ E.H. (Gene) Dewhurst*
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E.H. (Gene) Dewhurst
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Director
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Date:
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February 24, 2020
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By:
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/s/ James J. Dolan*
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James J. Dolan
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Director
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Date:
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February 24, 2020
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By:
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/s/ Audrey P. Dunning*
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Audrey P. Dunning
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Director
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Date:
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February 24, 2020
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By:
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/s/ Brian S. Fetterolf*
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Brian S. Fetterolf
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Director
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Date:
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February 24, 2020
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By:
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/s/ Kim A. Ruth*
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Kim A. Ruth
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Director
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Date:
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February 24, 2020
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By:
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/s/ A. William Schenck, III*
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A. William Schenck, III
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Vice Chairman and Director
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Date:
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February 24, 2020
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By:
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/s/ Richard B. Seidel*
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Richard B. Seidel
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Director
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Date:
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February 24, 2020
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By:
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/s/ John B. Yasinsky*
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John B. Yasinsky
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Director
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*
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By:
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/s/ James F. Getz
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James F. Getz, Attorney-in-Fact
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amendment to, clarification of, or change (including any announced prospective change) in, the laws or regulations of the United States or any political subdivision of or in the United States that is enacted or becomes effective after the initial issuance of the Series A Preferred Stock;
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proposed change in those laws or regulations that is announced or becomes effective after the initial issuance of the Series A Preferred Stock; or
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official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws or regulations that is announced or becomes effective after the initial issuance of the Series A Preferred Stock;
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the redemption date;
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the redemption price;
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if fewer than all shares of Series A Preferred Stock are to be redeemed, the number of shares of Series A Preferred Stock to be redeemed; and
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the manner in which holders of Series A Preferred Stock called for redemption may obtain payment of the redemption price in respect to those shares.
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any increase in the amount of authorized common stock or authorized preferred stock, or any increase or decrease in the number of shares of any series of preferred stock, or the authorization, creation and issuance of other classes or series of capital stock, in each case ranking on parity with or junior to the Series A Preferred Stock as to dividends or distribution of assets upon our liquidation, dissolution or winding up;
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a merger or consolidation of us with or into another entity in which the shares of the Series A Preferred Stock remain outstanding; and
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a merger or consolidation of us with or into another entity in which the shares of the Series A Preferred Stock are converted into or exchanged for preference securities of the surviving entity or any entity, directly or indirectly, controlling such surviving entity and such new preference securities have powers, preferences and special rights that are not materially less favorable than the Series A Preferred Stock.
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amendment to, clarification of, or change (including any announced prospective change) in, the laws or regulations of the United States or any political subdivision of or in the United States that is enacted or becomes effective after the initial issuance of the Series A Preferred Stock;
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proposed change in those laws or regulations that is announced or becomes effective after the initial issuance of the Series A Preferred Stock; or
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official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws or regulations that is announced or becomes effective after the initial issuance of the Series A Preferred Stock;
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the redemption date;
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the redemption price;
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if fewer than all shares of Series A Preferred Stock are to be redeemed, the number of shares of Series A Preferred Stock to be redeemed; and
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the manner in which holders of Series A Preferred Stock called for redemption may obtain payment of the redemption price in respect to those shares.
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any increase in the amount of authorized common stock or authorized preferred stock, or any increase or decrease in the number of shares of any series of preferred stock, or the authorization, creation and issuance of other classes or series of capital stock, in each case ranking on parity with or junior to the Series A Preferred Stock as to dividends or distribution of assets upon our liquidation, dissolution or winding up;
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a merger or consolidation of us with or into another entity in which the shares of the Series A Preferred Stock remain outstanding; and
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a merger or consolidation of us with or into another entity in which the shares of the Series A Preferred Stock are converted into or exchanged for preference securities of the surviving entity or any entity, directly or indirectly, controlling such surviving entity and such new preference securities have powers, preferences and special rights that are not materially less favorable than the Series A Preferred Stock.
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authorize the board of directors to fix and determine the relative rights and preferences, as between series, of any preferred or special class;
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make any change in the preferences, limitations or special rights (other than preemptive rights or the right to vote cumulatively) of the shares of a class or series adverse to the class or series;
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authorize a new class or series of shares having a preference as to dividends or assets which is senior to the shares of a class or series;
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increase the number of authorized shares of any class or series having a preference as to dividends or assets which is senior in any respect to the shares of a class or series; or
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make the outstanding shares of a class or series redeemable by a method that is not pro rata, by lot or otherwise equitable.
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Name
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State of Organization
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TriState Capital Bank
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Pennsylvania
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Chartwell Investment Partners, LLC
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Pennsylvania
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Chartwell TSC Securities Corp.
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Pennsylvania
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Name
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State of Organization
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Meadowood Asset Management, LLC
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Pennsylvania
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TSC Equipment Finance LLC
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Pennsylvania
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Date:
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February 14, 2020
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By:
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/s/ David L. Bonvenuto
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David L. Bonvenuto
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Director
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Date:
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February 14, 2020
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By:
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/s/ Anthony J. Buzzelli
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Anthony J. Buzzelli
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Director
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Date:
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February 14, 2020
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By:
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/s/ Helen Hanna Casey
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Helen Hanna Casey
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Director
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Date:
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February 14, 2020
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By:
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/s/ E.H. (Gene) Dewhurst
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|
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E.H. (Gene) Dewhurst
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Director
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Date:
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February 14, 2020
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By:
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/s/ James J. Dolan
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|
|
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James J. Dolan
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Director
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Date:
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February 14, 2020
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By:
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/s/ Audrey P. Dunning
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|
|
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Audrey P. Dunning
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|
|
Director
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|
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|
Date:
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February 14, 2020
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By:
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/s/ Brian S. Fetterolf
|
|
|
|
Brian S. Fetterolf
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|
|
|
Director
|
|
|
|
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Date:
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February 14, 2020
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By:
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/s/ Kim A. Ruth
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|
|
|
Kim A. Ruth
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|
|
|
Director
|
|
|
|
|
Date:
|
February 14, 2020
|
By:
|
/s/ A. William Schenck, III
|
|
|
|
A. William Schenck, III
|
|
|
|
Vice Chairman and Director
|
|
|
|
|
Date:
|
February 14, 2020
|
By:
|
/s/ Richard B. Seidel
|
|
|
|
Richard B. Seidel
|
|
|
|
Director
|
|
|
|
|
Date:
|
February 14, 2020
|
By:
|
/s/ John B. Yasinsky
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|
|
|
John B. Yasinsky
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|
|
|
Director
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1.
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I have reviewed this Annual Report on Form 10-K of TriState Capital Holdings, Inc.;
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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;
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3.
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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;
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4.
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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:
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(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;
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(b)
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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;
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(c)
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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
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(d)
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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
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5.
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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
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(b)
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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;
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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.
|