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Pennsylvania
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27-2290659
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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Title of Each Class
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Name of Each Exchange on which Registered
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Voting Common Stock, par value $1.00 per share
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New York Stock Exchange
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6.375% Senior Notes due 2018
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New York Stock Exchange
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Fixed-to-Floating Rate Non-Cumulative Perpetual
Preferred Stock, Series C, par value $1.00 per share
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New York Stock Exchange
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Fixed-to-Floating Rate Non-Cumulative Perpetual
Preferred Stock, Series D, par value $1.00 per share
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New York Stock Exchange
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Fixed-to-Floating Rate Non-Cumulative Perpetual
Preferred Stock, Series E, par value $1.00 per share |
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New York Stock Exchange
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Fixed-to-Floating Rate Non-Cumulative Perpetual
Preferred Stock, Series F, par value $1.00 per share |
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New York Stock Exchange
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Large accelerated filer
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¨
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Accelerated filer
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x
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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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PAGE
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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•
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Changes in external competitive market factors that might impact our results of operations;
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•
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Changes in laws and regulations, including without limitation changes in capital requirements under Basel III;
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•
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Changes in our business strategy or an inability to execute our strategy due to the occurrence of unanticipated events;
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•
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Our ability to identify potential candidates for, and consummate, acquisition or investment transactions;
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•
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The timing of acquisition, investment, or disposition transactions;
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•
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Constraints on our ability to consummate an attractive acquisition or investment transaction because of significant competition for these opportunities;
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•
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Local, regional and national economic conditions and events and the impact they may have on us and our customers;
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•
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Costs and effects of regulatory and legal developments, including the results of regulatory examinations and the outcome of regulatory or other governmental inquiries and proceedings, such as fines or restitutions on our business activities;
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•
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Our ability to attract deposits and other sources of liquidity;
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•
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Changes in the financial performance and/or condition of our borrowers;
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•
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Changes in the level of non-performing and classified assets and charge-offs;
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•
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Changes in estimates of future loan loss reserve requirements based upon the periodic review thereof under relevant regulatory and accounting requirements;
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•
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Inflation, interest rate, securities market and monetary fluctuations;
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•
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Timely development and acceptance of new banking products and services and perceived overall value of these products and services by users, including the products and services being developed and introduced to the market the BankMobile division of Customers Bank;
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•
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Changes in consumer spending, borrowing and saving habits;
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•
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Technological changes;
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•
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Our ability to increase market share and control expenses;
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•
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Continued volatility in the credit and equity markets and its effect on the general economy;
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•
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Effects of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Public Company Accounting Oversight Board, the Financial Accounting Standards Board and other accounting standard setters;
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•
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The businesses of Customers Bank and any acquisition targets or merger partners and subsidiaries not integrating successfully or such integration being more difficult, time-consuming or costly than expected;
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•
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Material differences in the actual financial results of merger and acquisition activities compared with expectations, such as with respect to the full realization of anticipated cost savings and revenue enhancements within an expected time frame;
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•
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Our ability to successfully implement our growth strategy, control expenses and maintain liquidity;
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•
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Customers Bank’s ability to pay dividends to Customers Bancorp;
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•
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Risks related to our proposed sale of BankMobile to Flagship Bank, including:
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◦
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Our
ability to successfully complete the proposed sale and the timing of completion;
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•
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The ability of Customers and Flagship Bank to meet all of the conditions to completion of the proposed sale;
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•
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The impact of the announcement of the proposed sale on the value of our securities, our business and our relationship with employees and customers;
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•
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Our use of the proceeds from the sale;
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•
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The effect on Customers' business if the proposed sale is not completed and Customers is unable to sell or otherwise dispose of BankMobile before exceeding $10 billion in assets;
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•
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Risks relating to BankMobile, including:
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◦
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That integration of the Higher One Disbursement business with BankMobile may be less successful, more difficult, time-consuming or costly than expected, and that BankMobile may be unable to realize anticipated cost savings and revenue enhancements within the expected time frame or at all;
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◦
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The number of existing student customers who transfer their accounts to BankMobile from one of Higher One's former bank partners;
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◦
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Material variances in the adoption rate of BankMobile's services by new students and/or the usage rate of BankMobile's services by current student customers compared to our expectations;
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◦
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Material variances in the number of BankMobile student accounts retained following graduation compared to our expectations;
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◦
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The levels of usage of other BankMobile student customers following graduation of additional product and service offerings of BankMobile or Customers Bank, including mortgages and consumer loans, and the mix of products and services used;
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◦
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Our ability to implement changes to BankMobile's product and service offerings under current and future regulations and governmental policies;
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◦
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Our ability to effectively manage revenue and expense fluctuations that may occur with respect to BankMobile's student-oriented business activities, which result from seasonal factors related to the higher-education academic year;
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◦
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Our ability to implement our strategy regarding BankMobile, including with respect to our intent to sell or otherwise dispose of the BankMobile business in the future, depending upon market conditions and opportunities; and
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◦
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BankMobile's ability to successfully implement its growth strategy and control expenses.
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•
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Population density;
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•
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Concentration of business activity;
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•
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Attractive deposit bases;
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•
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Significant market share held by large banks;
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•
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Advantageous competitive landscape that provides opportunity to achieve meaningful market presence;
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•
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Lack of consolidation in the banking sector and corresponding opportunities for add-on transactions;
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•
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Potential for economic growth over time; and
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•
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Management experience in the applicable markets.
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Market
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Offices
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Type
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Berks County, PA
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4
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Branch
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New Haven, CT
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1
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LPO
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Boston, Massachusetts
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1
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LPO
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Mercer County, NJ
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2
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Branch/LPO
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New York, NY
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1
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LPO
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Philadelphia-Southeastern PA
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9
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Branch/LPO
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Portsmouth, NH
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1
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LPO
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Providence, RI
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1
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LPO
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Suffolk County, NY
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1
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LPO
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Westchester County, NY
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1
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Branch/LPO
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•
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Experienced and respected management team.
An integral element of the business strategy of Customers is to capitalize on and leverage the prior experience of its executive management team. The management team is led by Chairman and Chief Executive Officer, Jay Sidhu, who is the former Chief Executive Officer and Chairman of Sovereign Bancorp. In addition to Mr. Sidhu, a number of the members of the current management team of Customers have experience working together at Sovereign with Mr. Sidhu, including Richard Ehst, President and Chief Operating Officer, as well as Warren Taylor, Chief Financial Officer of BankMobile. During their tenure at Sovereign, these individuals established a track record of producing strong financial results, integrating acquisitions, managing risk, working with regulators and achieving organic growth and expense control. Team leaders Timothy Romig, Regional Chief Lending Officer, Steve Issa, New England Marketing President and Chief Lending Officer, and George Maroulis, Head of Private and Commercial Banking - New York, head the New Jersey and Pennsylvania, New England, and New York commercial lending areas, respectively, with 33, 40, and 25 years of experience, respectively. Ken Keiser, Director of Multi-Family and Investment Commercial Real Estate Lending, leads the commercial real estate and multi-family lending group and brings more than 40 years of experience including oversight of the Mid-Atlantic commercial real estate group at Sovereign. In addition, the residential lending group, which primarily includes commercial loans (warehouse facilities) to residential mortgage originators and, to a lesser extent, mortgage loans to individuals is led by Glenn Hedde, President of Warehouse Lending who brings more than 25 years of experience in this sector. This team has significant experience in successfully building a banking organization as well as existing valuable community and business relationships in our core markets.
|
•
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Unique Asset and Deposit Generation Strategies.
Customers focuses on local market lending combined with relatively low-risk specialty lending segments. Local market asset generation provides various types of business lending products and consumer lending products, such as mortgage loans and home equity loans. Customers has also established a multi-family and commercial real estate product line that is focused on the Mid-Atlantic region, particularly New York City. The strategy is to focus on refinancing existing loans with conservative underwriting and to keep costs low. Through the multi-family and commercial real estate product, Customers earns interest and fee income and generates commercial deposits. Customers also maintains a specialty lending business, commercial loans to mortgage originators, which is a national business where the Bank provides liquidity to non-depository mortgage companies to fund their mortgage pipelines and meet other business needs. Through the loans to mortgage bankers business, Customers earns interest and fee income and generates core deposits.
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•
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BankMobile Strategy
. Customers launched BankMobile as a key strategic initiative in January 2015, recognizing the product delivery flexibility demanded by the millennial generation and the low cost of the smartphone delivery channel. BankMobile refers to Customers' efforts to build a full service bank that is accessible to our customers anywhere and anytime through the customer's smartphone or other web-enabled device. BankMobile provides a nationwide deposit-aggregation platform. BankMobile focuses on the aggregation of low-cost deposits and currently offers no fee banking, lines of credits to qualified customers, no overdraft fees, higher than average interest rate on savings, and access to 55,000 ATMs (and if the customer makes a monthly direct deposit over 400,000 ATMs) across the U.S. Customers believed that consolidating BankMobile with the acquired Disbursement business uniquely positioned Customers to become the graduating students "bank for life" and service each graduate's financial needs throughout their life. Successful execution of the BankMobile strategy, including its consolidation with the Disbursement business, greatly accelerated BankMobile's ability to achieve profitability. BankMobile's revenues are largely derived from interchange charges paid by the product selling vendor and user based fees for specific activities (such as lost card replacement).
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•
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Unique product experience.
As a digital bank, BankMobile provides a unique experience to a banking customer in delivering a full banking experience through a smartphone or other web-enabled device. This alternative delivery channel, available nationwide, provides Customers with access to a customer base today with the opportunity to develop life long profitable banking relationships with a large population segment of what reasonably is expected to be the higher income segment of the millennial generation.
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•
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Attractive low credit risk profile.
Customers has sought to maintain high asset quality and moderate credit risk by using conservative underwriting standards and early identification of potential problem assets. Customers has also formed a special assets department to manage classified and non-performing assets. As of
December 31, 2016
, only
$17.8 million
, or
0.22%
, of the Bank's total loan portfolio was non performing.
|
•
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Superior Community Banking Model.
Customers expects to drive organic growth by employing its Concierge Banking® strategy, which provides specific relationship managers or private bankers for all customers, delivering an appointment banking approach available 12 hours a day, seven days a week. This allows Customers to provide services in a personalized, convenient and expeditious manner. This approach, coupled with superior technology, including remote account opening, remote deposit capture, mobile banking and the first fee free mobile first digital bank, BankMobile, results in a competitive advantage over larger institutions, which management believes contributes to the profitability of its franchise and allows the Bank to generate core deposits. The “high-tech, high-touch,” model requires less staff and smaller branch locations to operate, thereby significantly reducing operating costs.
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•
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Acquisition Expertise.
The depth of Customers' management team and their experience working together and successfully completing acquisitions provides unique insight in identifying and analyzing potential markets and acquisition targets. The experience of Customers' team, which includes the acquisition and integration of over 35 institutions, as well as numerous asset and branch acquisitions, provides a substantial advantage in pursuing and consummating future acquisitions. Additionally, management believes Customers' strengths in structuring transactions to limit its risk, its experience in the financial reporting and regulatory process related to troubled bank acquisitions, and its ongoing risk management expertise, particularly in problem loan workouts, collectively enable it to capitalize on the potential of the franchises it acquires. With Customers' depth of operational experience in connection with completing merger and acquisition transactions, it expects to be able to integrate and reposition acquired franchises cost-efficiently with a minimum disruption to customer relationships.
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•
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Commercial Lending – our focus is on Business Banking (commercial and industrial lending), including Small and Middle Market Business Banking (including small business administration (SBA) loans), Multi-family and Commercial Real Estate lending, and commercial loans to mortgage originators; and
|
•
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Consumer Lending – local market mortgage and home equity lending.
|
•
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established the Financial Stability Oversight Council, a federal agency acting as the financial system’s systemic risk regulator with the authority to review the activities of significant bank holding companies and non-bank financial firms, to make recommendations and impose standards regarding capital, leverage, conflicts and other requirements for financial firms and to impose regulatory standards on certain financial firms deemed to pose a systemic threat to the financial health of the U.S. economy;
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•
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created a new Consumer Financial Protection Bureau within the U.S. Federal Reserve, which has substantive rule-making authority over a wide variety of consumer financial services and products, including the power to regulate unfair, deceptive, or abusive acts or practices;
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•
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permitted state attorneys general and other state enforcement authorities broader power to enforce consumer protection laws against banks;
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•
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authorized federal regulatory agencies to ban compensation arrangements at financial institutions that give employees incentives to engage in conduct that could pose risks to the nation’s financial system;
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•
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granted the U.S. government resolution authority to liquidate or take emergency measures with regard to troubled financial institutions, such as bank holding companies, that fall outside the existing resolution authority of the Federal Deposit Insurance Corporation;
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•
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gave the FDIC substantial new authority and flexibility in assessing deposit insurance premiums, which may result in increased deposit insurance premiums for us in the future;
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•
|
increased the deposit insurance coverage limit for insurable deposits to $250,000 generally, and removes the limit entirely for transaction accounts;
|
•
|
permitted banks to pay interest on business demand deposit accounts;
|
•
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extended the national bank lending (or loans-to-one-borrower) limits to other institutions;
|
•
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prohibited banks subject to enforcement action such as a memorandum of understanding from changing their charter without the approval of both their existing charter regulator and their proposed new charter regulator; and
|
•
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imposed new limits on asset purchase and sale transactions between banks and their insiders.
|
•
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the financial condition and cash flows of the borrower and/or the project being financed;
|
•
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the changes and uncertainties as to the future value of the collateral, in the case of a collateralized loan;
|
•
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the discount on the loan at the time of its acquisition and capital, which could have regulatory implications;
|
•
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the duration of the loan;
|
•
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the credit history of a particular borrower; and
|
•
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changes in economic and industry conditions.
|
•
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the ability to develop, maintain and build upon long-term customer relationships based on high quality, personal service, effective and efficient products and services, high ethical standards and safe and sound assets;
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•
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the scope, relevance and competitive pricing of products and services offered to meet customer needs and demands;
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•
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the ability to provide customers with maximum convenience of access to services and availability of banking representatives;
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•
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the ability to attract and retain highly qualified employees to operate our business;
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•
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the ability to expand our market position;
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•
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customer access to our decision makers, and customer satisfaction with our level of service; and
|
•
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the ability to operate our business effectively and efficiently.
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•
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incurring time and expense associated with identifying and evaluating potential acquisitions and negotiating the terms of potential transactions, resulting in our attention being diverted from the operation of our existing business;
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•
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using inaccurate estimates and judgments to evaluate credit, operations, management and market risks with respect to the target institution or assets;
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•
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being potentially exposed to unknown or contingent liabilities of banks and businesses we acquire;
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•
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being required to expend time and expense to integrate the operations and personnel of the combined businesses;
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•
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experiencing higher operating expenses relative to operating income from the new operations;
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•
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creating an adverse short-term effect on our results of operations;
|
•
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losing key employees and customers as a result of an acquisition that is poorly received; and
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•
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incurring significant problems relating to the conversion of the financial and customer data of the entity being acquired into our financial and customer product systems.
|
•
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the effect of the acquisition on competition;
|
•
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the financial condition, liquidity, results of operations, capital levels and future prospects of the applicant and the bank(s) involved;
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•
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the quantity and complexity of previously consummated acquisitions;
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•
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the managerial resources of the applicant and the bank(s) involved;
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•
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the convenience and needs of the community, including the record of performance under the Community Reinvestment Act (“CRA”);
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•
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the effectiveness of the applicant in combating money laundering activities; and
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•
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the extent to which the acquisition would result in greater or more concentrated risks to the stability of the United States banking or financial system.
|
•
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fully integrate, and to integrate successfully, the branches acquired into bank operations;
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•
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limit the outflow of deposits held by new customers in the acquired branches and to successfully retain and manage interest-earning assets (loans) acquired in FDIC-assisted acquisitions;
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•
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retain existing deposits and to generate new interest-earning assets in the geographic areas previously served by the acquired banks;
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•
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effectively compete in new markets in which we did not previously have a presence;
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•
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successfully deploy the cash received in the FDIC-assisted acquisitions into assets bearing sufficiently high yields without incurring unacceptable credit or interest rate risk;
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•
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control the incremental non-interest expense from the acquired branches in a manner that enables us to maintain a favorable overall efficiency ratio;
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•
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retain and attract the appropriate personnel to staff the acquired branches; and
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•
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earn acceptable levels of interest and non-interest income, including fee income, from the acquired bank.
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•
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continue to implement and improve our operational, credit underwriting and administration, financial, accounting, enterprise risk management and other internal and disclosure controls and processes and our reporting systems and procedures in order to manage a growing number of client relationships;
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•
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comply with changes in, and an increasing number of, laws, rules and regulations, including those of any national securities exchange on which any of our securities become listed;
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•
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scale our technology and other systems’ platforms;
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•
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maintain and attract appropriate staffing;
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•
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operate profitably or raise capital; and
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•
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support our asset growth with adequate deposits, funding and liquidity while maintaining our net interest margin and meeting our customers’ and regulators’ liquidity requirements.
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•
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changes to regulatory capital requirements;
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•
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exclusion of hybrid securities, including trust preferred securities, issued on or after May 19, 2010 from Tier 1 capital;
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•
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creation of new government regulatory agencies (such as the Financial Stability Oversight Council, which will oversee systemic risk, and the Consumer Financial Protection Bureau, which will develop and enforce rules for bank and non-bank providers of consumer financial products);
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•
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potential limitations on federal preemption;
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•
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changes to deposit insurance assessments;
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•
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regulation of debit interchange fees we earn;
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•
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changes in retail banking regulations, including potential limitations on certain fees we may charge; and
|
•
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changes in regulation of consumer mortgage loan origination and risk retention.
|
•
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Title IV of the Higher Education Act of 1965, or Title IV;
|
•
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the Family Educational Rights and Privacy Act of 1975, or FERPA;
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•
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the USA PATRIOT Act and related anti-money laundering requirements; and
|
•
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certain federal rules regarding safeguarding personal information, including rules implementing the privacy provisions of Gramm-Leach-Bliley Act of 1999, or GLBA.
|
•
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whether we declare or fail to declare dividends on the series of preferred stock from time to time;
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•
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our operating performance, financial condition and prospects, or the operating performance financial condition and prospects of our competitors;
|
•
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real or anticipated changes in the credit ratings (if any) assigned to the Series C, Series D, Series E, and Series F Preferred Stock or our other securities;
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•
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our creditworthiness;
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•
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changes in interest rates and expectations regarding changes in rates;
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•
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our issuance of additional preferred equity;
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•
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the market for similar securities;
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•
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developments in the securities, credit and housing markets, and developments with respect to financial institutions generally; and
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•
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economic, financial, corporate, securities market, geopolitical, regulatory or judicial events that affect us, the banking industry or the financial markets generally.
|
•
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yields on U.S. Treasury obligations and expectations about future interest rates;
|
•
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actual or anticipated changes in our financial condition or results, including our levels of indebtedness;
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•
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general economic conditions and expectations regarding the effects of national policies;
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•
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investors’ views of securities issued by both holding companies and similar financial service firms; and
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•
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the market for similar securities.
|
(1)
|
Includes the full service branch at 1001 Penn Avenue, Wyomissing, PA as well as three branches acquired through the Berkshire Bancorp, Inc. acquisition. The lease expirations range from 2017 to 2021.
|
(2)
|
Includes the corporate headquarters of Customers Bank and a full service branch located in a freestanding building at 99 Bridge St., Phoenixville, PA 19460, wherein we lease approximately 31,054 square feet on 4 floors. The lease on this location expires in 2023. Also includes the lease of 5,523 square feet of property at 513 Kimberton Road in Phoenixville, PA where we maintain a full service commercial bank branch and corporate offices. The lease on this location expires in 2019.
|
(3)
|
Includes the corporate headquarters of Customers Bancorp and a full service branch located at 1015 Penn Avenue, Wyomissing, PA. The leased space covers a total of 23,719 square feet. This lease expires in 2020. Also, includes the leased administrative offices for the corporate lending group which is housed within the Exeter branch location, expiring in 2021, and an administrative office for Customers personnel in Shillington, PA, expiring in 2018.
|
(4)
|
Includes 7,327 square feet of leased space in Hamilton, NJ from which we conduct our mortgage warehouse activities. The lease on this location expires in 2019.
|
(5)
|
Represents administrative offices for Customers personnel. The leases at these locations expire in 2019 and 2022.
|
(6)
|
Represents administrative office for Customers personnel. The lease on this location expires in 2017.
|
(7)
|
Represents administrative office for Customers personnel. The lease on this location expires in 2018.
|
(8)
|
Represents limited purpose office for Customers personnel. The lease on this location expires in 2023.
|
(9)
|
Represents limited purpose office. The space is currently sublet to a third party. The lease on this location expires in 2019.
|
(10)
|
Represents limited purpose offices. One location is currently sublet to a third party (expires in 2020). Our new location, utilized for Customers personnel, expires in 2027.
|
(11)
|
Represents limited purpose office for Customers personnel. The lease on this location expires in 2021.
|
(12)
|
Represents limited purpose office for Customers personnel. The lease on this location expires in 2019.
|
(13)
|
Represents limited purpose office for Customers personnel. The lease on this location expires in 2025.
|
(14)
|
Represents administrative office for Customers personnel. The lease on this location expires in 2017.
|
(15)
|
Represents limited purpose office for Customers personnel. The lease on this location expires in 2018.
|
(16)
|
Includes facilities utilized by BankMobile for the acquired Disbursement business. Usage of the facility through June 30, 2017 is included in the Transition Services Agreement. See NOTE 2 - ACQUISITION ACTIVITY for more information.
|
Item 5.
|
Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
High
|
|
Low
|
||||
2017
|
|
|
|
||||
First quarter (through February 28, 2017)
|
$
|
36.21
|
|
|
$
|
33.83
|
|
|
|
|
|
||||
2016
|
|
|
|
||||
Fourth quarter
|
$
|
36.68
|
|
|
$
|
24.49
|
|
Third quarter
|
26.24
|
|
|
23.99
|
|
||
Second quarter
|
27.27
|
|
|
22.34
|
|
||
First quarter
|
26.50
|
|
|
21.78
|
|
||
|
|
|
|
||||
2015
|
|
|
|
||||
Fourth quarter
|
$
|
31.00
|
|
|
$
|
24.30
|
|
Third quarter
|
29.02
|
|
|
22.51
|
|
||
Second quarter
|
27.49
|
|
|
24.05
|
|
||
First quarter
|
24.65
|
|
|
17.96
|
|
||
|
|
|
|
|
|
|
|
|
|
Number of Securities
|
||||
|
|
Number of Securities
|
|
|
|
Remaining
|
||||
|
|
to be Issued upon
|
|
|
|
Available for Future Issuance
|
||||
|
|
Exercise of
|
|
Weighted-Average
|
|
Issuance Under Equity
|
||||
|
|
Outstanding Options,
|
|
Exercise Price of
|
|
Compensation Plans
|
||||
|
|
Warrants, and
|
|
Outstanding Options
|
|
(Excluding Securities Reflected
|
||||
Plan Category
|
|
Rights (#)
|
|
($) (2)
|
|
in the First Column) (#)
|
||||
Equity Compensation Plans
|
|
|
|
|
|
|
||||
Approved by Security Holders (1)
|
|
4,605,545
|
|
|
$
|
15.25
|
|
|
1,360,280
|
(3)
|
|
|
|
|
|
|
|
||||
Equity Compensation Plans Not
|
|
|
|
|
|
|
||||
Approved by Security Holders
|
|
N/A
|
|
N/A
|
|
N/A
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
(dollars in thousands, except per share information)
|
|
|
|
|
|
|
|
|
|
||||||||||
For the Years Ended December 31,
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
$
|
322,539
|
|
|
$
|
249,850
|
|
|
$
|
190,427
|
|
|
$
|
128,156
|
|
|
$
|
93,814
|
|
Interest expense
|
73,023
|
|
|
53,551
|
|
|
38,504
|
|
|
24,301
|
|
|
21,761
|
|
|||||
Net interest income
|
249,516
|
|
|
196,299
|
|
|
151,923
|
|
|
103,855
|
|
|
72,053
|
|
|||||
Provision for loan losses
|
2,345
|
|
|
20,566
|
|
|
14,747
|
|
|
2,236
|
|
|
14,270
|
|
|||||
Total non-interest income
|
23,165
|
|
|
27,572
|
|
|
25,126
|
|
|
22,703
|
|
|
28,958
|
|
|||||
Total non-interest expense
|
131,217
|
|
|
107,568
|
|
|
96,788
|
|
|
73,676
|
|
|
50,651
|
|
|||||
Income from continuing operations before income tax expense
|
139,119
|
|
|
95,737
|
|
|
65,514
|
|
|
50,646
|
|
|
36,090
|
|
|||||
Income tax expense
|
51,412
|
|
|
32,664
|
|
|
20,982
|
|
|
17,736
|
|
|
12,272
|
|
|||||
Net income from continuing operations
|
87,707
|
|
|
63,073
|
|
|
44,532
|
|
|
32,910
|
|
|
23,818
|
|
|||||
Loss from discontinued operations before income taxes (1)
|
(14,524
|
)
|
|
(7,242
|
)
|
|
(2,126
|
)
|
|
(348
|
)
|
|
—
|
|
|||||
Income tax benefit from discontinued operations
|
(5,519
|
)
|
|
(2,752
|
)
|
|
(808
|
)
|
|
(132
|
)
|
|
—
|
|
|||||
Net loss from discontinued operations
|
(9,005
|
)
|
|
(4,490
|
)
|
|
(1,318
|
)
|
|
(216
|
)
|
|
—
|
|
|||||
Net income
|
78,702
|
|
|
58,583
|
|
|
43,214
|
|
|
32,694
|
|
|
23,818
|
|
|||||
Preferred stock dividends
|
9,515
|
|
|
2,493
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income attributable to common shareholders
|
$
|
69,187
|
|
|
$
|
56,090
|
|
|
$
|
43,214
|
|
|
$
|
32,694
|
|
|
$
|
23,818
|
|
Earnings per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings per common share from continuing operations
|
$
|
2.83
|
|
|
$
|
2.26
|
|
|
$
|
1.67
|
|
|
$
|
1.34
|
|
|
$
|
1.61
|
|
Basic earnings per common share
|
$
|
2.51
|
|
|
$
|
2.09
|
|
|
$
|
1.62
|
|
|
$
|
1.34
|
|
|
$
|
1.61
|
|
Diluted earnings per common share from continuing operations
|
$
|
2.61
|
|
|
$
|
2.11
|
|
|
$
|
1.59
|
|
|
$
|
1.31
|
|
|
$
|
1.57
|
|
Diluted earnings per common share
|
$
|
2.31
|
|
|
$
|
1.96
|
|
|
$
|
1.55
|
|
|
$
|
1.30
|
|
|
$
|
1.57
|
|
At Period End
|
|
|
|
|
|
||||||||||||||
Total assets
|
$
|
9,382,736
|
|
|
$
|
8,398,205
|
|
|
$
|
6,821,500
|
|
|
$
|
4,150,493
|
|
|
$
|
3,201,234
|
|
Cash and cash equivalents
|
244,709
|
|
|
264,593
|
|
|
371,023
|
|
|
233,068
|
|
|
186,016
|
|
|||||
Investment securities
|
493,474
|
|
|
560,253
|
|
|
416,685
|
|
|
497,573
|
|
|
129,093
|
|
|||||
Loans held for sale (2)
|
2,117,510
|
|
|
1,797,064
|
|
|
1,435,459
|
|
|
747,593
|
|
|
1,439,889
|
|
|||||
Loans receivable
|
6,142,390
|
|
|
5,452,895
|
|
|
4,311,374
|
|
|
2,464,158
|
|
|
1,324,467
|
|
|||||
Allowance for loan losses
|
37,315
|
|
|
35,647
|
|
|
30,932
|
|
|
23,998
|
|
|
25,837
|
|
|||||
FDIC loss sharing receivable (3)
|
—
|
|
|
—
|
|
|
2,320
|
|
|
10,046
|
|
|
12,343
|
|
|||||
Deposits
|
6,846,980
|
|
|
5,662,433
|
|
|
4,296,242
|
|
|
2,959,922
|
|
|
2,440,818
|
|
|||||
Deposits (classified in liabilities held for sale)
|
456,795
|
|
|
247,068
|
|
|
236,297
|
|
|
236,481
|
|
|
—
|
|
|||||
Borrowings (4)
|
1,147,706
|
|
|
1,890,442
|
|
|
1,812,380
|
|
|
782,070
|
|
|
478,000
|
|
|||||
Liabilities held for sale
|
484,797
|
|
|
247,139
|
|
|
236,297
|
|
|
236,481
|
|
|
—
|
|
Shareholders’ equity
|
855,872
|
|
|
553,902
|
|
|
443,145
|
|
|
386,623
|
|
|
269,475
|
|
|||||
Tangible common equity (5)
|
620,780
|
|
|
494,682
|
|
|
439,481
|
|
|
382,947
|
|
|
265,786
|
|
|||||
Selected Ratios and Share Data
|
|
|
|
|
|
||||||||||||||
Return on average assets
|
0.86
|
%
|
|
0.81
|
%
|
|
0.78
|
%
|
|
0.95
|
%
|
|
1.02
|
%
|
|||||
Return on average common equity
|
12.41
|
%
|
|
11.82
|
%
|
|
10.39
|
%
|
|
9.49
|
%
|
|
12.69
|
%
|
|||||
Common book value per share
|
$
|
21.08
|
|
|
$
|
18.52
|
|
|
$
|
16.57
|
|
|
$
|
14.51
|
|
|
$
|
13.27
|
|
Tangible book value per common share (5)
|
$
|
20.49
|
|
|
$
|
18.39
|
|
|
$
|
16.43
|
|
|
$
|
14.37
|
|
|
$
|
13.09
|
|
Common shares outstanding
|
30,289,917
|
|
|
26,901,801
|
|
|
26,745,529
|
|
|
26,646,566
|
|
|
20,305,452
|
|
|||||
Net interest margin
|
2.84
|
%
|
|
2.81
|
%
|
|
2.86
|
%
|
|
3.13
|
%
|
|
3.21
|
%
|
|||||
Equity to assets
|
9.12
|
%
|
|
6.60
|
%
|
|
6.50
|
%
|
|
9.32
|
%
|
|
8.42
|
%
|
|||||
Tangible common equity to tangible assets (5)
|
6.63
|
%
|
|
5.89
|
%
|
|
6.45
|
%
|
|
9.23
|
%
|
|
8.31
|
%
|
|||||
Tier 1 leverage ratio – Customers Bank
|
9.23
|
%
|
|
7.30
|
%
|
|
7.39
|
%
|
|
10.81
|
%
|
|
7.74
|
%
|
|||||
Tier 1 leverage ratio – Customers Bancorp
|
9.07
|
%
|
|
7.16
|
%
|
|
6.69
|
%
|
|
10.11
|
%
|
|
9.30
|
%
|
|||||
Tier 1 risk-based capital ratio – Customers Bank
|
11.63
|
%
|
|
8.62
|
%
|
|
9.27
|
%
|
|
13.33
|
%
|
|
8.50
|
%
|
|||||
Tier 1 risk-based capital ratio – Customers Bancorp
|
11.41
|
%
|
|
8.46
|
%
|
|
8.39
|
%
|
|
12.44
|
%
|
|
10.23
|
%
|
|||||
Total risk-based capital ratio – Customers Bank
|
13.61
|
%
|
|
10.85
|
%
|
|
11.98
|
%
|
|
14.11
|
%
|
|
9.53
|
%
|
|||||
Total risk-based capital ratio – Customers Bancorp
|
13.05
|
%
|
|
10.62
|
%
|
|
11.09
|
%
|
|
13.21
|
%
|
|
11.26
|
%
|
|||||
Asset Quality
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-performing loans
|
$
|
17,792
|
|
|
$
|
10,771
|
|
|
$
|
11,733
|
|
|
$
|
19,163
|
|
|
$
|
32,851
|
|
Non-performing loans to total loans receivable
|
0.29
|
%
|
|
0.20
|
%
|
|
0.27
|
%
|
|
0.78
|
%
|
|
2.48
|
%
|
|||||
Non-performing loans to total loans
|
0.22
|
%
|
|
0.15
|
%
|
|
0.20
|
%
|
|
0.60
|
%
|
|
1.19
|
%
|
|||||
Other real estate owned
|
$
|
3,108
|
|
|
$
|
5,057
|
|
|
$
|
15,371
|
|
|
$
|
12,265
|
|
|
$
|
8,114
|
|
Non-performing assets
|
20,900
|
|
|
15,828
|
|
|
27,104
|
|
|
31,428
|
|
|
40,965
|
|
|||||
Non-performing assets to total assets
|
0.22
|
%
|
|
0.19
|
%
|
|
0.40
|
%
|
|
0.76
|
%
|
|
1.28
|
%
|
|||||
Allowance for loan losses to total loans receivable
|
0.61
|
%
|
|
0.65
|
%
|
|
0.72
|
%
|
|
0.97
|
%
|
|
1.95
|
%
|
|||||
Allowance for loan losses to non-performing loans
|
209.73
|
%
|
|
330.95
|
%
|
|
263.63
|
%
|
|
125.23
|
%
|
|
78.65
|
%
|
|||||
Net charge-offs
|
$
|
1,662
|
|
|
$
|
11,979
|
|
|
$
|
3,124
|
|
|
$
|
6,894
|
|
|
$
|
5,466
|
|
Net charge-offs to average total loans receivable
|
0.03
|
%
|
|
0.26
|
%
|
|
0.09
|
%
|
|
0.37
|
%
|
|
0.38
|
%
|
1.
|
BankMobile's results are reflected in discontinued operations.
|
2.
|
In
2016
,
2015
and
2014
, loans held for sale included
$2,116,815
,
$1,754,950
and $1,332,019 of mortgage warehouse loans at fair value, respectively
|
3.
|
The FDIC loss sharing receivable, as of December 2015, is included in "Accrued interest payable and other liabilities" net of the clawback liability.
|
4.
|
Borrowings includes FHLB advances, Federal funds purchased, Subordinated debt, and other borrowings
|
5.
|
Customers’ selected financial data contains non-GAAP financial measures calculated using non-GAAP amounts. These measures include tangible common equity and tangible book value per common share and tangible common equity to tangible assets. Management uses these non-GAAP measures to present historical periods comparable to the current period presentation. In addition, management believes the use of these non-GAAP measures provides additional clarity when assessing the Bancorp’s financial results and use of equity. These disclosures should not be viewed as substitutes for results determined to be in accordance with U.S. GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other entities. Customers Bancorp calculates tangible common equity by excluding intangible assets from total shareholders’ equity. Tangible book value per common share equals tangible common equity divided by common shares outstanding.
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
(in thousands, except per share data)
|
|
||||||||||||||||||
Shareholders’ equity
|
$
|
855,872
|
|
|
$
|
553,902
|
|
|
$
|
443,145
|
|
|
$
|
386,623
|
|
|
$
|
269,475
|
|
Less: intangible assets
|
(17,621
|
)
|
|
(3,651
|
)
|
|
(3,664
|
)
|
|
(3,676
|
)
|
|
(3,689
|
)
|
|||||
Less: preferred stock
|
(217,471
|
)
|
|
(55,569
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Tangible common equity
|
$
|
620,780
|
|
|
$
|
494,682
|
|
|
$
|
439,481
|
|
|
$
|
382,947
|
|
|
$
|
265,786
|
|
Shares outstanding
|
30,290
|
|
|
26,902
|
|
|
26,746
|
|
|
26,647
|
|
|
20,305
|
|
|||||
Common book value per share
|
$
|
21.08
|
|
|
$
|
18.52
|
|
|
$
|
16.57
|
|
|
$
|
14.51
|
|
|
$
|
13.27
|
|
Less: effect of excluding intangible assets
|
(0.59
|
)
|
|
(0.13
|
)
|
|
(0.14
|
)
|
|
(0.14
|
)
|
|
(0.18
|
)
|
|||||
Common tangible book value per share
|
$
|
20.49
|
|
|
$
|
18.39
|
|
|
$
|
16.43
|
|
|
$
|
14.37
|
|
|
$
|
13.09
|
|
Total assets
|
$
|
9,382,736
|
|
|
$
|
8,398,205
|
|
|
$
|
6,821,500
|
|
|
$
|
4,150,493
|
|
|
$
|
3,201,234
|
|
Less: intangible assets
|
(17,621
|
)
|
|
(3,651
|
)
|
|
(3,664
|
)
|
|
(3,676
|
)
|
|
(3,689
|
)
|
|||||
Total tangible assets
|
$
|
9,365,115
|
|
|
$
|
8,394,554
|
|
|
$
|
6,817,836
|
|
|
$
|
4,146,817
|
|
|
$
|
3,197,545
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity to assets
|
9.12
|
%
|
|
6.60
|
%
|
|
6.50
|
%
|
|
9.32
|
%
|
|
8.42
|
%
|
|||||
Tangible common equity to tangible assets
|
6.63
|
%
|
|
5.89
|
%
|
|
6.45
|
%
|
|
9.23
|
%
|
|
8.31
|
%
|
|
For the Years Ended December 31,
|
|||||||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||||||||||||||
|
Average
balance
|
|
Interest
income or
expense
|
|
Average
yield or
cost
|
|
Average
balance
|
|
Interest
income or
expense
|
|
Average
yield or
cost
|
|
Average
balance
|
|
Interest
income or
expense
|
|
Average
yield or
cost
|
|||||||||||||||
(amounts in thousands)
|
|
|||||||||||||||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest-earning deposits
|
$
|
225,409
|
|
|
$
|
1,218
|
|
|
0.54
|
%
|
|
$
|
271,201
|
|
|
$
|
718
|
|
|
0.26
|
%
|
|
$
|
228,668
|
|
|
$
|
577
|
|
|
0.25
|
%
|
Investment securities (A)
|
540,532
|
|
|
14,293
|
|
|
2.64
|
%
|
|
427,638
|
|
|
10,405
|
|
|
2.43
|
%
|
|
451,932
|
|
|
10,386
|
|
|
2.30
|
%
|
||||||
Loans held for sale
|
1,967,436
|
|
|
69,469
|
|
|
3.53
|
%
|
|
1,589,176
|
|
|
51,553
|
|
|
3.24
|
%
|
|
911,506
|
|
|
30,801
|
|
|
3.38
|
%
|
||||||
Loans receivable (B)
|
5,971,530
|
|
|
233,349
|
|
|
3.91
|
%
|
|
4,635,136
|
|
|
182,280
|
|
|
3.93
|
%
|
|
3,655,938
|
|
|
146,388
|
|
|
4.00
|
%
|
||||||
Other interest earning assets
|
84,797
|
|
|
4,210
|
|
|
4.96
|
%
|
|
72,693
|
|
|
4,894
|
|
|
6.73
|
%
|
|
66,669
|
|
|
2,275
|
|
|
3.41
|
%
|
||||||
Total interest-earning assets
|
8,789,704
|
|
|
322,539
|
|
|
3.67
|
%
|
|
6,995,844
|
|
|
249,850
|
|
|
3.57
|
%
|
|
5,314,713
|
|
|
190,427
|
|
|
3.58
|
%
|
||||||
Non-interest-earning assets
|
272,253
|
|
|
|
|
|
|
263,997
|
|
|
|
|
|
|
223,404
|
|
|
|
|
|
||||||||||||
Assets held for sale
|
40,160
|
|
|
|
|
|
|
2,690
|
|
|
|
|
|
|
1,337
|
|
|
|
|
|
||||||||||||
Total assets
|
$
|
9,102,117
|
|
|
|
|
|
|
$
|
7,262,531
|
|
|
|
|
|
|
$
|
5,539,454
|
|
|
|
|
|
|||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest checking accounts
|
$
|
190,279
|
|
|
1,069
|
|
|
0.56
|
%
|
|
$
|
123,527
|
|
|
686
|
|
|
0.56
|
%
|
|
62,840
|
|
|
361
|
|
|
0.57
|
%
|
||||
Money market deposit accounts
|
3,085,140
|
|
|
19,233
|
|
|
0.62
|
%
|
|
2,412,958
|
|
|
12,548
|
|
|
0.52
|
%
|
|
1,712,896
|
|
|
10,391
|
|
|
0.61
|
%
|
||||||
Other savings accounts
|
36,548
|
|
|
76
|
|
|
0.21
|
%
|
|
35,659
|
|
|
102
|
|
|
0.29
|
%
|
|
40,795
|
|
|
172
|
|
|
0.42
|
%
|
||||||
Certificates of deposit
|
2,633,425
|
|
|
27,871
|
|
|
1.06
|
%
|
|
2,087,641
|
|
|
20,637
|
|
|
0.99
|
%
|
|
1,403,774
|
|
|
13,530
|
|
|
0.96
|
%
|
||||||
Total interest-bearing deposits
|
5,945,392
|
|
|
48,249
|
|
|
0.81
|
%
|
|
4,659,785
|
|
|
33,973
|
|
|
0.73
|
%
|
|
3,220,305
|
|
|
24,454
|
|
|
0.76
|
%
|
||||||
Borrowings
|
1,498,899
|
|
|
24,774
|
|
|
1.65
|
%
|
|
1,369,841
|
|
|
19,578
|
|
|
1.43
|
%
|
|
1,264,860
|
|
|
14,050
|
|
|
1.11
|
%
|
||||||
Total interest-bearing liabilities
|
7,444,291
|
|
|
73,023
|
|
|
0.98
|
%
|
|
6,029,626
|
|
|
53,551
|
|
|
0.89
|
%
|
|
4,485,165
|
|
|
38,504
|
|
|
0.86
|
%
|
||||||
Non-interest-bearing deposits
|
496,571
|
|
|
|
|
|
|
379,196
|
|
|
|
|
|
|
288,565
|
|
|
|
|
|
||||||||||||
Non-interest-bearing deposits held for sale
|
377,028
|
|
|
|
|
|
|
312,963
|
|
|
|
|
|
|
331,820
|
|
|
|
|
|
||||||||||||
Total deposits and borrowings
|
8,317,890
|
|
|
|
|
0.88
|
%
|
|
6,721,785
|
|
|
|
|
0.80
|
%
|
|
5,105,550
|
|
|
|
|
0.75
|
%
|
|||||||||
Other non-interest-bearing liabilities
|
69,442
|
|
|
|
|
|
|
30,348
|
|
|
|
|
|
|
17,905
|
|
|
|
|
|
||||||||||||
Liabilities held for sale
|
17,884
|
|
|
|
|
|
|
1,207
|
|
|
|
|
|
|
—
|
|
|
|
|
|
||||||||||||
Total liabilities
|
8,405,216
|
|
|
|
|
|
|
6,753,340
|
|
|
|
|
|
|
5,123,455
|
|
|
|
|
|
||||||||||||
Shareholders’ equity
|
696,901
|
|
|
|
|
|
|
509,191
|
|
|
|
|
|
|
415,999
|
|
|
|
|
|
||||||||||||
Total liabilities and shareholders’ equity
|
$
|
9,102,117
|
|
|
|
|
|
|
$
|
7,262,531
|
|
|
|
|
|
|
$
|
5,539,454
|
|
|
|
|
|
|||||||||
Net interest earnings
|
|
|
249,516
|
|
|
|
|
|
|
196,299
|
|
|
|
|
|
|
151,923
|
|
|
|
||||||||||||
Tax-equivalent adjustment (C)
|
|
|
390
|
|
|
|
|
|
|
449
|
|
|
|
|
|
|
405
|
|
|
|
||||||||||||
Net interest earnings
|
|
|
$
|
249,906
|
|
|
|
|
|
|
$
|
196,748
|
|
|
|
|
|
|
$
|
152,328
|
|
|
|
|||||||||
Interest spread
|
|
|
|
|
2.79
|
%
|
|
|
|
|
|
2.77
|
%
|
|
|
|
|
|
2.83
|
%
|
||||||||||||
Net interest margin
|
|
|
|
|
2.84
|
%
|
|
|
|
|
|
2.81
|
%
|
|
|
|
|
|
2.86
|
%
|
||||||||||||
Net interest margin tax equivalent (C)
|
|
|
|
|
2.84
|
%
|
|
|
|
|
|
2.81
|
%
|
|
|
|
|
|
2.87
|
%
|
(A)
|
For presentation in this table, balances and the corresponding average rates for investment securities are based upon historical cost, adjusted for other than temporary impairment and amortization of premiums and accretion of discounts.
|
(B)
|
Includes non-accrual loans, the effect of which is to reduce the yield earned on loans, and deferred loan fees.
|
(C)
|
Full tax equivalent basis, using a 35% statutory tax rate to approximate interest income as a taxable asset.
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||||||||||||||
|
Increase (decrease) due
to change in
|
|
|
|
Increase (decrease) due
to change in
|
|
|
||||||||||||||||
|
Rate
|
|
Volume
|
|
Total
|
|
Rate
|
|
Volume
|
|
Total
|
||||||||||||
(amounts in thousands)
|
|
||||||||||||||||||||||
Interest income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest-earning deposits
|
$
|
639
|
|
|
$
|
(139
|
)
|
|
$
|
500
|
|
|
$
|
29
|
|
|
$
|
112
|
|
|
$
|
141
|
|
Investment securities
|
961
|
|
|
2,927
|
|
|
3,888
|
|
|
594
|
|
|
(575
|
)
|
|
19
|
|
||||||
Loans held for sale
|
4,854
|
|
|
13,062
|
|
|
17,916
|
|
|
(1,279
|
)
|
|
22,031
|
|
|
20,752
|
|
||||||
Loans receivable
|
(1,160
|
)
|
|
52,229
|
|
|
51,069
|
|
|
(2,659
|
)
|
|
38,551
|
|
|
35,892
|
|
||||||
Other interest-earning assets
|
(1,416
|
)
|
|
732
|
|
|
(684
|
)
|
|
2,396
|
|
|
223
|
|
|
2,619
|
|
||||||
Total interest income
|
3,878
|
|
|
68,811
|
|
|
72,689
|
|
|
(919
|
)
|
|
60,342
|
|
|
59,423
|
|
||||||
Interest expense:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest checking accounts
|
8
|
|
|
375
|
|
|
383
|
|
|
(12
|
)
|
|
337
|
|
|
325
|
|
||||||
Money market deposit accounts
|
2,784
|
|
|
3,901
|
|
|
6,685
|
|
|
(1,640
|
)
|
|
3,797
|
|
|
2,157
|
|
||||||
Other savings accounts
|
(29
|
)
|
|
3
|
|
|
(26
|
)
|
|
(49
|
)
|
|
(21
|
)
|
|
(70
|
)
|
||||||
Certificates of deposit
|
1,539
|
|
|
5,695
|
|
|
7,234
|
|
|
355
|
|
|
6,752
|
|
|
7,107
|
|
||||||
Total interest-bearing deposits
|
4,302
|
|
|
9,974
|
|
|
14,276
|
|
|
(1,346
|
)
|
|
10,865
|
|
|
9,519
|
|
||||||
Borrowings
|
3,243
|
|
|
1,953
|
|
|
5,196
|
|
|
4,288
|
|
|
1,240
|
|
|
5,528
|
|
||||||
Total interest expense
|
7,545
|
|
|
11,927
|
|
|
19,472
|
|
|
2,942
|
|
|
12,105
|
|
|
15,047
|
|
||||||
Net interest income
|
$
|
(3,667
|
)
|
|
$
|
56,884
|
|
|
$
|
53,217
|
|
|
$
|
(3,861
|
)
|
|
$
|
48,237
|
|
|
$
|
44,376
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
(amounts in thousands)
|
|
||||||||||
Mortgage warehouse transactional fees
|
$
|
11,547
|
|
|
$
|
10,394
|
|
|
$
|
8,233
|
|
Bank-owned life insurance
|
4,736
|
|
|
7,006
|
|
|
3,702
|
|
|||
Gains on sales of loans
|
3,685
|
|
|
4,047
|
|
|
3,125
|
|
|||
Deposit fees
|
1,140
|
|
|
943
|
|
|
801
|
|
|||
Mortgage loan and banking income
|
969
|
|
|
741
|
|
|
2,048
|
|
|||
Interchange and card revenue
|
620
|
|
|
536
|
|
|
532
|
|
|||
Gain (loss) on sales of investment securities
|
25
|
|
|
(85
|
)
|
|
3,191
|
|
|||
Impairment loss on investment securities
|
(7,262
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
7,705
|
|
|
3,990
|
|
|
3,494
|
|
|||
Total non-interest income
|
$
|
23,165
|
|
|
$
|
27,572
|
|
|
$
|
25,126
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
(amounts in thousands)
|
|
||||||||||
Salaries and employee benefits
|
$
|
67,877
|
|
|
$
|
56,341
|
|
|
$
|
46,083
|
|
Technology, communication and bank operations
|
12,888
|
|
|
9,379
|
|
|
8,466
|
|
|||
FDIC assessments, taxes, and regulatory fees
|
12,568
|
|
|
10,110
|
|
|
11,116
|
|
|||
Professional services
|
11,017
|
|
|
9,386
|
|
|
7,218
|
|
|||
Occupancy
|
9,846
|
|
|
8,467
|
|
|
8,063
|
|
|||
Loan workout
|
2,063
|
|
|
1,127
|
|
|
1,706
|
|
|||
Other real estate owned
|
1,953
|
|
|
2,516
|
|
|
3,601
|
|
|||
Advertising and promotion
|
576
|
|
|
697
|
|
|
1,180
|
|
|||
Other
|
12,429
|
|
|
9,545
|
|
|
9,355
|
|
|||
Total non-interest expense
|
$
|
131,217
|
|
|
$
|
107,568
|
|
|
$
|
96,788
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
(amounts in thousands)
|
|
||||||
Cash and cash equivalents
|
$
|
244,709
|
|
|
$
|
264,593
|
|
Investment securities available for sale, at fair value
|
493,474
|
|
|
560,253
|
|
||
Loans held for sale (includes $2,117,510 and $1,757,807 respectively at fair value)
|
2,117,510
|
|
|
1,797,064
|
|
||
Loans receivable
|
6,142,390
|
|
|
5,452,895
|
|
||
Total loans receivable, net of allowance for loan losses
|
6,105,075
|
|
|
5,417,248
|
|
||
Total assets
|
9,382,736
|
|
|
8,398,205
|
|
||
Total deposits
|
6,846,980
|
|
|
5,662,433
|
|
||
Federal funds purchased
|
83,000
|
|
|
70,000
|
|
||
FHLB advances
|
868,800
|
|
|
1,625,300
|
|
||
Other borrowings
|
87,123
|
|
|
86,457
|
|
||
Subordinated debt
|
108,783
|
|
|
108,685
|
|
||
Liabilities held for sale
|
484,797
|
|
|
247,139
|
|
||
Total liabilities
|
8,526,864
|
|
|
7,844,303
|
|
||
Total shareholders’ equity
|
855,872
|
|
|
553,902
|
|
||
Total liabilities and shareholders’ equity
|
9,382,736
|
|
|
8,398,205
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
(amounts in thousands)
|
|
||||||
Available for Sale:
|
|
|
|
||||
Residential mortgage-backed securities
|
$
|
233,002
|
|
|
$
|
299,392
|
|
Commercial real estate mortgage-backed securities
|
204,689
|
|
|
206,719
|
|
||
Corporate notes (1)
|
44,932
|
|
|
39,925
|
|
||
Equity securities (2)
|
15,246
|
|
|
22,514
|
|
||
|
$
|
497,869
|
|
|
$
|
568,550
|
|
(1)
|
Includes subordinated debt issued by other bank holding companies.
|
(2)
|
Consists primarily of equity securities in a foreign entity.
|
|
December 31, 2016
|
|
|
||||||||||||||||||||||||
|
Amortized Cost
|
|
Fair
Value
|
||||||||||||||||||||||||
|
<
1yr
|
|
1 -5
years
|
|
5 -10
years
|
|
After 10
years
|
|
No
Specific
Maturity
|
|
Total
|
|
Total
|
||||||||||||||
(amounts in thousands)
|
|
||||||||||||||||||||||||||
Available for Sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Residential mortgage-backed securities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
233,002
|
|
|
$
|
233,002
|
|
|
$
|
231,263
|
|
Yield
|
|
|
|
|
|
|
|
|
2.65
|
%
|
|
2.65
|
%
|
|
—
|
|
|||||||||||
Commercial real estate mortgage-backed securities
|
|
|
|
|
|
|
|
|
204,689
|
|
|
$
|
204,689
|
|
|
201,817
|
|
||||||||||
Yield
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.80
|
%
|
|
2.80
|
%
|
|
—
|
|
|||||||
Corporate notes
|
—
|
|
|
—
|
|
|
37,932
|
|
|
7,000
|
|
|
—
|
|
|
44,932
|
|
|
45,148
|
|
|||||||
Yield
|
—
|
|
|
—
|
|
|
5.58
|
%
|
|
5.54
|
%
|
|
—
|
|
|
5.57
|
%
|
|
—
|
|
|||||||
Equity securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,246
|
|
|
15,246
|
|
|
15,246
|
|
|||||||
Yield
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
%
|
|
—
|
|
|||||||
Total
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
37,932
|
|
|
$
|
7,000
|
|
|
$
|
452,937
|
|
|
$
|
497,869
|
|
|
$
|
493,474
|
|
Weighted Average Yield
|
—
|
%
|
|
—
|
%
|
|
5.58
|
%
|
|
5.54
|
%
|
|
2.63
|
%
|
|
2.89
|
%
|
|
|
|
December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
(amounts in thousands)
|
|
||||||||||||||||||
Commercial Loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Mortgage warehouse loans at fair value
|
$
|
2,116,815
|
|
|
$
|
1,754,950
|
|
|
$
|
1,332,019
|
|
|
$
|
740,694
|
|
|
$
|
1,439,889
|
|
Multi-family loans at lower of cost or fair value
|
—
|
|
|
39,257
|
|
|
99,791
|
|
|
—
|
|
|
—
|
|
|||||
Total commercial loans held for sale
|
2,116,815
|
|
|
1,794,207
|
|
|
1,431,810
|
|
|
740,694
|
|
|
1,439,889
|
|
|||||
Consumer Loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential mortgage loans at fair value
|
695
|
|
|
2,857
|
|
|
3,649
|
|
|
6,899
|
|
|
—
|
|
|||||
Loans held for sale
|
$
|
2,117,510
|
|
|
$
|
1,797,064
|
|
|
$
|
1,435,459
|
|
|
$
|
747,593
|
|
|
$
|
1,439,889
|
|
|
December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
(amounts in thousands)
|
|
||||||||||||||||||
Commercial:
|
|
||||||||||||||||||
Multi-family
|
$
|
3,214,999
|
|
|
$
|
2,909,439
|
|
|
$
|
2,208,405
|
|
|
$
|
1,064,059
|
|
|
$
|
363,336
|
|
Commercial and industrial (a)
|
1,370,853
|
|
|
1,111,400
|
|
|
785,669
|
|
|
296,595
|
|
|
126,333
|
|
|||||
Commercial real estate (b)
|
1,193,715
|
|
|
956,255
|
|
|
839,310
|
|
|
753,591
|
|
|
489,332
|
|
|||||
Construction
|
64,789
|
|
|
87,240
|
|
|
49,718
|
|
|
42,917
|
|
|
45,554
|
|
|||||
Mortgage warehouse (c)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,565
|
|
|||||
Total commercial loans
|
5,844,356
|
|
|
5,064,334
|
|
|
3,883,102
|
|
|
2,157,162
|
|
|
1,034,120
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential real estate
|
193,502
|
|
|
271,613
|
|
|
297,395
|
|
|
163,920
|
|
|
129,960
|
|
|||||
Manufactured housing
|
101,730
|
|
|
113,490
|
|
|
126,731
|
|
|
139,471
|
|
|
153,429
|
|
|||||
Other
|
2,726
|
|
|
3,124
|
|
|
3,634
|
|
|
4,517
|
|
|
5,801
|
|
|||||
Total consumer loans
|
297,958
|
|
|
388,227
|
|
|
427,760
|
|
|
307,908
|
|
|
289,190
|
|
|||||
Total loans receivable
|
6,142,314
|
|
|
5,452,561
|
|
|
4,310,862
|
|
|
2,465,070
|
|
|
1,323,310
|
|
|||||
Deferred costs (fees) and unamortized premiums (discounts), net
|
76
|
|
|
334
|
|
|
512
|
|
|
(912
|
)
|
|
1,157
|
|
|||||
Allowance for loan losses
|
(37,315
|
)
|
|
(35,647
|
)
|
|
(30,932
|
)
|
|
(23,998
|
)
|
|
(25,837
|
)
|
|||||
Loans receivable, net of allowance
|
$
|
6,105,075
|
|
|
$
|
5,417,248
|
|
|
$
|
4,280,442
|
|
|
$
|
2,440,160
|
|
|
$
|
1,298,630
|
|
(a)
|
Includes owner occupied commercial real estate loans for 2016, 2015 and 2014.
|
(b)
|
Includes non-owner occupied commercial real estate loans for 2016, 2015 and 2014. For 2013 and 2012, includes owner occupied and non-owner occupied commercial real estate loans.
|
(c)
|
Beginning in third quarter 2012, certain mortgage warehouse lending transactions were documented under master repurchase agreements and classified as held for sale.
|
|
Within
one year
|
|
After one
but
within
five
years
|
|
After
five
years
|
|
Total
|
||||||||
(amounts in thousands)
|
|
||||||||||||||
Commercial Loans:
|
|
|
|
|
|
|
|
||||||||
Multi-family
|
$
|
96,048
|
|
|
$
|
2,404,520
|
|
|
$
|
714,431
|
|
|
$
|
3,214,999
|
|
Commercial and industrial (including owner occupied commercial real estate)
|
145,407
|
|
|
711,928
|
|
|
513,518
|
|
|
1,370,853
|
|
||||
Commercial real estate non-owner occupied
|
82,669
|
|
|
740,261
|
|
|
370,785
|
|
|
1,193,715
|
|
||||
Construction
|
14,625
|
|
|
18,050
|
|
|
32,114
|
|
|
64,789
|
|
||||
Total commercial loans
|
$
|
338,749
|
|
|
$
|
3,874,759
|
|
|
$
|
1,630,848
|
|
|
$
|
5,844,356
|
|
Amount of such loans with:
|
|
|
|
|
|
|
|
||||||||
Predetermined rates
|
$
|
177,131
|
|
|
$
|
3,223,407
|
|
|
$
|
617,275
|
|
|
$
|
4,017,813
|
|
Floating or adjustable rates
|
161,618
|
|
|
651,352
|
|
|
1,013,573
|
|
|
1,826,543
|
|
||||
Total commercial loans
|
$
|
338,749
|
|
|
$
|
3,874,759
|
|
|
$
|
1,630,848
|
|
|
$
|
5,844,356
|
|
|
For the Years Ended December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
(amounts in thousands)
|
|
||||||||||||||||||
Beginning Balance
|
$
|
35,647
|
|
|
$
|
30,932
|
|
|
$
|
23,998
|
|
|
$
|
25,837
|
|
|
$
|
15,032
|
|
Loan charge-offs: (1)
|
|
|
|
|
|
|
|
|
|
||||||||||
Construction
|
—
|
|
|
1,064
|
|
|
895
|
|
|
2,096
|
|
|
2,507
|
|
|||||
Commercial and industrial (2)
|
2,947
|
|
|
11,709
|
|
|
1,637
|
|
|
1,387
|
|
|
522
|
|
|||||
Commercial real estate (3)
|
140
|
|
|
327
|
|
|
1,715
|
|
|
3,358
|
|
|
2,462
|
|
|||||
Residential real estate
|
493
|
|
|
276
|
|
|
667
|
|
|
410
|
|
|
649
|
|
|||||
Other consumer
|
129
|
|
|
36
|
|
|
33
|
|
|
87
|
|
|
26
|
|
|||||
Charge-offs for BankMobile loans (4)
|
696
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total Loan Charge-offs
|
4,405
|
|
|
13,412
|
|
|
4,947
|
|
|
7,338
|
|
|
6,166
|
|
|||||
Loan recoveries (1):
|
|
|
|
|
|
|
|
|
|
||||||||||
Construction
|
1,854
|
|
|
204
|
|
|
13
|
|
|
—
|
|
|
4
|
|
|||||
Commercial and industrial (2)
|
381
|
|
|
562
|
|
|
736
|
|
|
391
|
|
|
514
|
|
|||||
Commercial real estate (3)
|
130
|
|
|
|
|
801
|
|
|
42
|
|
|
63
|
|
||||||
Residential real estate
|
367
|
|
|
575
|
|
|
265
|
|
|
2
|
|
|
5
|
|
|||||
Other consumer
|
11
|
|
|
92
|
|
|
8
|
|
|
9
|
|
|
114
|
|
|||||
Total Recoveries
|
2,743
|
|
|
1,433
|
|
|
1,823
|
|
|
444
|
|
|
700
|
|
|||||
Total net charge-offs
|
1,662
|
|
|
11,979
|
|
|
3,124
|
|
|
6,894
|
|
|
5,466
|
|
|||||
Provision for loan losses (5)
|
2,634
|
|
|
16,694
|
|
|
10,058
|
|
|
5,055
|
|
|
16,271
|
|
|||||
Provision for BankMobile loans (4)
|
696
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Ending Balance
|
$
|
37,315
|
|
|
$
|
35,647
|
|
|
$
|
30,932
|
|
|
$
|
23,998
|
|
|
$
|
25,837
|
|
Net charge-offs as a percentage of average loans receivable
|
0.03
|
%
|
|
0.26
|
%
|
|
0.09
|
%
|
|
0.37
|
%
|
|
0.38
|
%
|
(1)
|
Charge-offs and recoveries on purchased-credit-impaired loans that are accounted for in pools are recognized on a net basis when the pool matures.
|
(2)
|
Includes owner occupied commercial real estate loans for 2016, 2015 and 2014.
|
(3)
|
Includes non-owner occupied commercial real estate loans for 2016, 2015 and 2014. For 2013 and 2012, includes owner occupied and non-owner occupied commercial real estate loans.
|
(4)
|
Includes activities for BankMobile related loans, primarily overdrawn deposit accounts.
|
(5)
|
The provision amounts exclude the (cost)/benefit of the FDIC loss share arrangements of $0.3 million, $(3.9) million, $(4.7) million, $2.8 million, and $2.0 million, respectively.
|
|
December 31,
|
|||||||||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||||||||||||
|
Allowance
for loan
losses
|
|
Percent of
Loans in
each
category
to total
loans
|
|
Allowance
for loan
losses
|
|
Percent of
Loans in
each
category
to total
loans
|
|
Allowance
for loan
losses
|
|
Percent of
Loans in
each
category
to total
loans
|
|
Allowance
for loan losses |
|
Percent of
Loans in each category to total loans |
|
Allowance
for loan losses |
|
Percent of
Loans in each category to total loans |
|||||||||||||||
(amounts in thousands)
|
|
|||||||||||||||||||||||||||||||||
Construction
|
$
|
840
|
|
|
2.3
|
%
|
|
$
|
1,074
|
|
|
3.0
|
%
|
|
$
|
1,047
|
|
|
3.4
|
%
|
|
$
|
2,385
|
|
|
9.9
|
%
|
|
$
|
3,991
|
|
|
15.4
|
%
|
Commercial and industrial (a)
|
13,233
|
|
|
35.4
|
%
|
|
10,212
|
|
|
28.6
|
%
|
|
9,120
|
|
|
29.5
|
%
|
|
2,674
|
|
|
11.2
|
%
|
|
1,477
|
|
|
5.7
|
%
|
|||||
Commercial real estate (b)
|
7,894
|
|
|
21.2
|
%
|
|
8,420
|
|
|
23.6
|
%
|
|
9,198
|
|
|
29.7
|
%
|
|
11,478
|
|
|
47.8
|
%
|
|
13,645
|
|
|
52.9
|
%
|
|||||
Multi-family
|
11,602
|
|
|
31.0
|
%
|
|
12,016
|
|
|
33.7
|
%
|
|
8,493
|
|
|
27.5
|
%
|
|
4,227
|
|
|
17.6
|
%
|
|
1,794
|
|
|
6.9
|
%
|
|||||
Residential real estate
|
3,342
|
|
|
9.0
|
%
|
|
3,298
|
|
|
9.3
|
%
|
|
2,698
|
|
|
8.7
|
%
|
|
2,490
|
|
|
10.4
|
%
|
|
3,233
|
|
|
12.5
|
%
|
|||||
Other consumer
|
118
|
|
|
0.3
|
%
|
|
133
|
|
|
0.4
|
%
|
|
114
|
|
|
0.4
|
%
|
|
130
|
|
|
0.5
|
%
|
|
154
|
|
|
0.6
|
%
|
|||||
Manufactured housing
|
286
|
|
|
0.8
|
%
|
|
494
|
|
|
1.4
|
%
|
|
262
|
|
|
0.8
|
%
|
|
614
|
|
|
2.6
|
%
|
|
750
|
|
|
2.9
|
%
|
|||||
Mortgage warehouse
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
71
|
|
|
0.3
|
%
|
|||||
Residual reserve
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
722
|
|
|
2.8
|
%
|
|||||
|
$
|
37,315
|
|
|
100.0
|
%
|
|
$
|
35,647
|
|
|
100.0
|
%
|
|
$
|
30,932
|
|
|
100.0
|
%
|
|
$
|
23,998
|
|
|
100.0
|
%
|
|
$
|
25,837
|
|
|
100.0
|
%
|
Loan Type
|
Total Loans
|
|
Current
|
|
30-90
Days
|
|
Greater
than 90
Days
and
Accruing
|
|
Non-
accrual/
NPL (a)
|
|
OREO
(b)
|
|
NPA
(a)+(b)
|
|
NPL
to
Loan
Type
(%)
|
|
NPA
to
Loans +
OREO
(%)
|
||||||||||||||||
(amounts in thousands)
|
|
|
|
||||||||||||||||||||||||||||||
Originated Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Multi-Family
|
$
|
3,211,516
|
|
|
$
|
3,198,943
|
|
|
$
|
12,573
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
%
|
|
—
|
%
|
Commercial & Industrial (1)
|
1,271,237
|
|
|
1,260,565
|
|
|
487
|
|
|
—
|
|
|
10,185
|
|
|
371
|
|
|
10,556
|
|
|
0.80
|
%
|
|
0.83
|
%
|
|||||||
Commercial Real Estate Non-Owner Occupied
|
1,158,531
|
|
|
1,158,531
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
%
|
|||||||
Residential
|
114,510
|
|
|
112,969
|
|
|
1,200
|
|
|
—
|
|
|
341
|
|
|
—
|
|
|
341
|
|
|
0.30
|
%
|
|
0.30
|
%
|
|||||||
Construction
|
64,789
|
|
|
64,789
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
%
|
|||||||
Other Consumer
|
190
|
|
|
190
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
%
|
|||||||
Total Originated Loans
|
5,820,773
|
|
|
5,795,987
|
|
|
14,260
|
|
|
—
|
|
|
10,526
|
|
|
371
|
|
|
10,897
|
|
|
0.18
|
%
|
|
0.19
|
%
|
|||||||
Loans Acquired
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Bank Acquisitions
|
167,946
|
|
|
157,994
|
|
|
3,262
|
|
|
1,660
|
|
|
5,030
|
|
|
2,360
|
|
|
7,390
|
|
|
3.00
|
%
|
|
4.34
|
%
|
|||||||
Loan Purchases
|
153,595
|
|
|
143,454
|
|
|
3,861
|
|
|
4,044
|
|
|
2,236
|
|
|
377
|
|
|
2,613
|
|
|
1.46
|
%
|
|
1.70
|
%
|
|||||||
Total Loans Acquired
|
321,541
|
|
|
301,448
|
|
|
7,123
|
|
|
5,704
|
|
|
7,266
|
|
|
2,737
|
|
|
10,003
|
|
|
2.26
|
%
|
|
3.08
|
%
|
|||||||
Unearned Origination Fees
|
76
|
|
|
76
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|||||||
Total Loans Receivable
|
6,142,390
|
|
|
6,097,511
|
|
|
21,383
|
|
|
5,704
|
|
|
17,792
|
|
|
3,108
|
|
|
20,900
|
|
|
0.29
|
%
|
|
0.34
|
%
|
|||||||
Total Loans Held for Sale
|
2,117,510
|
|
|
2,117,510
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|||||||
Total Portfolio
|
$
|
8,259,900
|
|
|
$
|
8,215,021
|
|
|
$
|
21,383
|
|
|
$
|
5,704
|
|
|
$
|
17,792
|
|
|
$
|
3,108
|
|
|
$
|
20,900
|
|
|
0.22
|
%
|
|
0.25
|
%
|
Loan Type
|
Total Loans
|
|
NPL
|
|
ALL
|
|
Cash
Reserve
|
|
Total
Credit
Reserves
|
|
Reserves
to Loans
(%)
|
|
Reserves
to NPLs
(%)
|
||||||||||||
|
|
||||||||||||||||||||||||
Originated Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Multi-Family
|
$
|
3,211,516
|
|
|
$
|
—
|
|
|
$
|
11,602
|
|
|
$
|
—
|
|
|
$
|
11,602
|
|
|
0.36
|
%
|
|
n/a
|
|
Commercial & Industrial
|
1,271,237
|
|
|
10,185
|
|
|
12,560
|
|
|
—
|
|
|
12,560
|
|
|
0.99
|
%
|
|
123.32
|
%
|
|||||
Commercial Real Estate
|
1,158,531
|
|
|
—
|
|
|
4,569
|
|
|
—
|
|
|
4,569
|
|
|
0.39
|
%
|
|
n/a
|
|
|||||
Residential
|
114,510
|
|
|
341
|
|
|
2,270
|
|
|
—
|
|
|
2,270
|
|
|
1.98
|
%
|
|
665.69
|
%
|
|||||
Construction
|
64,789
|
|
|
—
|
|
|
772
|
|
|
—
|
|
|
772
|
|
|
1.19
|
%
|
|
n/a
|
|
|||||
Other Consumer
|
190
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
12
|
|
|
6.32
|
%
|
|
n/a
|
|
|||||
Total Originated Loans
|
5,820,773
|
|
|
10,526
|
|
|
31,785
|
|
|
—
|
|
|
31,785
|
|
|
0.55
|
%
|
|
301.97
|
%
|
|||||
Loans Acquired
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Bank Acquisitions
|
167,946
|
|
|
5,030
|
|
|
5,244
|
|
|
—
|
|
|
5,244
|
|
|
3.12
|
%
|
|
104.25
|
%
|
|||||
Loan Purchases
|
153,595
|
|
|
2,236
|
|
|
286
|
|
|
993
|
|
|
1,279
|
|
|
0.83
|
%
|
|
57.20
|
%
|
|||||
Total Loans Acquired
|
321,541
|
|
|
7,266
|
|
|
5,530
|
|
|
993
|
|
|
6,523
|
|
|
2.03
|
%
|
|
89.77
|
%
|
|||||
Unearned Origination Fees
|
76
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total Loans Held for Investment
|
6,142,390
|
|
|
17,792
|
|
|
37,315
|
|
|
993
|
|
|
38,308
|
|
|
0.62
|
%
|
|
215.31
|
%
|
|||||
Total Loans Held for Sale
|
2,117,510
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|||||
Total Portfolio
|
$
|
8,259,900
|
|
|
$
|
17,792
|
|
|
$
|
37,315
|
|
|
$
|
993
|
|
|
$
|
38,308
|
|
|
0.46
|
%
|
|
215.31
|
%
|
|
December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
(amounts in thousands)
|
|
||||||||||||||||||
Loans 90+ days delinquent still accruing (1)
|
$
|
2,813
|
|
|
$
|
2,805
|
|
|
$
|
4,388
|
|
|
$
|
3,772
|
|
|
$
|
1,966
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-accrual loans
|
17,792
|
|
|
10,771
|
|
|
11,733
|
|
|
19,163
|
|
|
32,851
|
|
|||||
OREO
|
3,108
|
|
|
5,057
|
|
|
15,371
|
|
|
12,265
|
|
|
8,114
|
|
|||||
Total non-performing assets
|
$
|
20,900
|
|
|
$
|
15,828
|
|
|
$
|
27,104
|
|
|
$
|
31,428
|
|
|
$
|
40,965
|
|
(1)
|
Excludes purchased-credit-impaired loans.
|
|
December 31,
|
|||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|||||
Non-accrual loans to total loans receivable
|
0.29
|
%
|
|
0.20
|
%
|
|
0.27
|
%
|
|
0.78
|
%
|
|
2.48
|
%
|
Non-accrual loans to total loans
|
0.22
|
%
|
|
0.15
|
%
|
|
0.20
|
%
|
|
0.60
|
%
|
|
1.19
|
%
|
Non-performing assets to total assets
|
0.22
|
%
|
|
0.19
|
%
|
|
0.40
|
%
|
|
0.76
|
%
|
|
1.28
|
%
|
Non-accrual loans and 90+ days delinquent to total assets
|
0.22
|
%
|
|
0.16
|
%
|
|
0.24
|
%
|
|
0.55
|
%
|
|
1.09
|
%
|
Allowance for loan losses to:
|
|
|
|
|
|
|
|
|
|
|||||
Total loans receivable
|
0.61
|
%
|
|
0.65
|
%
|
|
0.72
|
%
|
|
0.97
|
%
|
|
1.95
|
%
|
Non-accrual loans
|
209.73
|
%
|
|
330.95
|
%
|
|
263.63
|
%
|
|
125.23
|
%
|
|
78.65
|
%
|
|
December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
(amounts in thousands)
|
|
||||||||||||||||||
Commercial and industrial (1)
|
$
|
8,443
|
|
|
$
|
1,973
|
|
|
$
|
2,513
|
|
|
$
|
125
|
|
|
$
|
388
|
|
Commercial real estate (2)
|
2,039
|
|
|
2,700
|
|
|
2,514
|
|
|
11,615
|
|
|
21,482
|
|
|||||
Commercial real estate non-owner occupied
|
2,057
|
|
|
1,307
|
|
|
1,460
|
|
|
N/A
|
|
|
N/A
|
|
|||||
Construction
|
—
|
|
|
—
|
|
|
2,325
|
|
|
5,431
|
|
|
7,667
|
|
|||||
Residential real estate
|
2,959
|
|
|
2,202
|
|
|
1,855
|
|
|
1,533
|
|
|
3,027
|
|
|||||
Manufactured housing
|
2,236
|
|
|
2,449
|
|
|
931
|
|
|
459
|
|
|
231
|
|
|||||
Other consumer
|
58
|
|
|
140
|
|
|
135
|
|
|
0
|
|
|
56
|
|
|||||
Total non-performing loans
|
$
|
17,792
|
|
|
$
|
10,771
|
|
|
$
|
11,733
|
|
|
$
|
19,163
|
|
|
$
|
32,851
|
|
(1)
|
Includes owner occupied commercial real estate loans for 2016, 2015 and 2014.
|
(2)
|
Includes non-owner occupied commercial real estate loans for 2016, 2015 and 2014. For 2013 and 2012, includes owner occupied and non-owner occupied commercial real estate loans.
|
|
December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
(amounts in thousands)
|
|
||||||||||
Demand, non-interest bearing
|
$
|
512,664
|
|
|
$
|
408,874
|
|
|
$
|
310,139
|
|
Demand, interest bearing
|
339,398
|
|
|
127,215
|
|
|
71,202
|
|
|||
Savings, including MMDA
|
3,163,156
|
|
|
2,778,747
|
|
|
2,203,237
|
|
|||
Time, $100,000 and over
|
2,106,905
|
|
|
1,624,562
|
|
|
1,043,265
|
|
|||
Time, other
|
724,857
|
|
|
723,035
|
|
|
668,398
|
|
|||
Total deposits
|
$
|
6,846,980
|
|
|
$
|
5,662,433
|
|
|
$
|
4,296,241
|
|
|
For the Years ended December 31,
|
|||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
|
Average
Balance
|
|
Average
Rate Paid
|
|
Average
Balance
|
|
Average
Rate Paid
|
|
Average
Balance
|
|
Average
Rate Paid
|
|||||||||
(amounts in thousands)
|
|
|||||||||||||||||||
Demand deposits
|
$
|
496,571
|
|
|
0.00
|
%
|
|
$
|
379,196
|
|
|
0.00
|
%
|
|
$
|
288,565
|
|
|
0.00
|
%
|
Interest-bearing demand deposits
|
190,279
|
|
|
0.56
|
%
|
|
123,527
|
|
|
0.56
|
%
|
|
62,840
|
|
|
0.57
|
%
|
|||
Savings, including MMDA
|
3,121,688
|
|
|
0.62
|
%
|
|
2,448,617
|
|
|
0.52
|
%
|
|
1,753,691
|
|
|
0.61
|
%
|
|||
Time deposits
|
2,633,425
|
|
|
1.06
|
%
|
|
2,087,641
|
|
|
0.99
|
%
|
|
1,403,774
|
|
|
0.96
|
%
|
|||
Total
|
$
|
6,441,963
|
|
|
|
|
$
|
5,038,981
|
|
|
|
|
$
|
3,508,870
|
|
|
|
|
December 31, 2016
|
||
(amounts in thousands)
|
|
||
3 months or less
|
$
|
371,923
|
|
Over 3 through 6 months
|
682,368
|
|
|
Over 6 through 12 months
|
643,589
|
|
|
Over 12 months
|
409,025
|
|
|
Total
|
$
|
2,106,905
|
|
|
December 31,
|
|||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
|
Amount
|
|
Rate
|
|
Amount
|
|
Rate
|
|
Amount
|
|
Rate
|
|||||||||
(amounts in thousands)
|
|
|||||||||||||||||||
FHLB advances
|
$
|
688,800
|
|
|
0.85
|
%
|
|
$
|
1,365,300
|
|
|
0.48
|
%
|
|
$
|
1,298,000
|
|
|
0.29
|
%
|
Federal funds purchased
|
83,000
|
|
|
0.74
|
|
|
70,000
|
|
|
0.56
|
|
|
—
|
|
|
—
|
%
|
|||
Total short-term borrowings
|
$
|
771,800
|
|
|
|
|
$
|
1,435,300
|
|
|
|
|
$
|
1,298,000
|
|
|
|
|
December 31,
|
||||||||||||
|
2016
|
|
2015
|
||||||||||
|
Amount
|
|
Rate
|
|
Amount
|
|
Rate
|
||||||
(amounts in thousands)
|
|
||||||||||||
2017
|
$
|
—
|
|
|
—
|
%
|
|
$
|
205,000
|
|
|
1.18
|
%
|
2018
|
180,000
|
|
|
1.32
|
|
|
55,000
|
|
|
1.61
|
|
||
|
$
|
180,000
|
|
|
|
|
$
|
260,000
|
|
|
|
|
Actual
|
|
For Capital Adequacy
Purposes
(Minimum Plus Capital Buffer)
|
|
To Be Well Capitalized
Under
Prompt Corrective Action
Provisions
|
|||||||||||||||
(amounts in thousands)
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|||||||||
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Common equity Tier 1 (to risk-weighted assets)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Customers Bancorp, Inc.
|
$
|
628,139
|
|
|
8.487
|
%
|
|
$
|
379,306
|
|
|
5.125
|
%
|
|
N/A
|
|
|
N/A
|
|
|
Customers Bank
|
$
|
857,421
|
|
|
11.626
|
%
|
|
$
|
377,973
|
|
|
5.125
|
%
|
|
$
|
479,380
|
|
|
6.500
|
%
|
Tier 1 capital (to risk-weighted assets)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Customers Bancorp, Inc.
|
$
|
844,755
|
|
|
11.414
|
%
|
|
$
|
490,322
|
|
|
6.625
|
%
|
|
N/A
|
|
|
N/A
|
|
|
Customers Bank
|
$
|
857,421
|
|
|
11.626
|
%
|
|
$
|
488,599
|
|
|
6.625
|
%
|
|
$
|
590,006
|
|
|
8.000
|
%
|
Total capital (to risk-weighted assets)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Customers Bancorp, Inc.
|
$
|
966,097
|
|
|
13.053
|
%
|
|
$
|
638,343
|
|
|
8.625
|
%
|
|
N/A
|
|
|
N/A
|
|
|
Customers Bank
|
$
|
1,003,609
|
|
|
13.608
|
%
|
|
$
|
636,101
|
|
|
8.625
|
%
|
|
$
|
737,508
|
|
|
10.000
|
%
|
Tier 1 capital (to average assets)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Customers Bancorp, Inc.
|
$
|
844,755
|
|
|
9.067
|
%
|
|
$
|
372,652
|
|
|
4.000
|
%
|
|
N/A
|
|
|
N/A
|
|
|
Customers Bank
|
$
|
857,421
|
|
|
9.233
|
%
|
|
$
|
371,466
|
|
|
4.000
|
%
|
|
$
|
464,333
|
|
|
5.000
|
%
|
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Common equity Tier 1 (to risk-weighted assets)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Customers Bancorp, Inc.
|
$
|
500,624
|
|
|
7.610
|
%
|
|
$
|
296,014
|
|
|
4.500
|
%
|
|
N/A
|
|
|
N/A
|
|
|
Customers Bank
|
$
|
565,217
|
|
|
8.620
|
%
|
|
$
|
294,916
|
|
|
4.500
|
%
|
|
$
|
425,990
|
|
|
6.500
|
%
|
Tier 1 capital (to risk-weighted assets)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Customers Bancorp, Inc.
|
$
|
556,193
|
|
|
8.460
|
%
|
|
$
|
394,685
|
|
|
6.000
|
%
|
|
N/A
|
|
|
N/A
|
|
|
Customers Bank
|
$
|
565,217
|
|
|
8.620
|
%
|
|
$
|
393,221
|
|
|
6.000
|
%
|
|
$
|
524,295
|
|
|
8.000
|
%
|
Total capital (to risk-weighted assets)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Customers Bancorp, Inc.
|
$
|
698,323
|
|
|
10.620
|
%
|
|
$
|
526,247
|
|
|
8.000
|
%
|
|
N/A
|
|
|
N/A
|
|
|
Customers Bank
|
$
|
710,864
|
|
|
10.850
|
%
|
|
$
|
524,295
|
|
|
8.000
|
%
|
|
$
|
655,369
|
|
|
10.000
|
%
|
Tier 1 capital (to average assets)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Customers Bancorp, Inc.
|
$
|
556,193
|
|
|
7.160
|
%
|
|
$
|
310,812
|
|
|
4.000
|
%
|
|
N/A
|
|
|
N/A
|
|
|
Customers Bank
|
$
|
565,217
|
|
|
7.300
|
%
|
|
$
|
309,883
|
|
|
4.000
|
%
|
|
$
|
387,353
|
|
|
5.000
|
%
|
•
|
$4.0 million declared on March 17, 2015 and paid on March 31, 2015;
|
•
|
$4.0 million declared and paid on June 30, 2015;
|
•
|
$5.5 million declared and paid on September 23, 2015;
|
•
|
$5.0 million declared on October 28, 2015 and paid on December 10, 2015;
|
•
|
$5.1 million declared on January 20, 2016 and paid on March 10, 2016;
|
•
|
$6.0 million declared on April 27, 2016 and paid on June 27, 2016;
|
•
|
$6.5 million declared on July 27, 2016 and paid on September 12, 2016;
|
•
|
$7.8 million declared on October 26, 2016 and paid on December 12, 2016; and
|
•
|
$7.8 million declared on January 25, 2017 and payable on March 10, 2017.
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
(amounts in thousands)
|
|
||||||
Commitments to fund loans
|
$
|
244,784
|
|
|
$
|
537,380
|
|
Unfunded commitments to fund mortgage warehouse loans
|
1,230,596
|
|
|
1,302,759
|
|
||
Unfunded commitments under lines of credit
|
480,446
|
|
|
436,550
|
|
||
Letters of credit
|
40,223
|
|
|
42,002
|
|
|
Total
|
|
Within one
year
|
|
After one but
within three years
|
|
After three but
within five years
|
|
More than
five years
|
||||||||||
(amounts in thousands)
|
|
||||||||||||||||||
Operating leases
|
$
|
24,528
|
|
|
$
|
3,897
|
|
|
$
|
7,343
|
|
|
$
|
5,225
|
|
|
$
|
8,063
|
|
Benefit plan commitments
|
4,500
|
|
|
300
|
|
|
600
|
|
|
600
|
|
|
3,000
|
|
|||||
Contractual maturities of time deposits
|
2,831,762
|
|
|
2,047,297
|
|
|
644,955
|
|
|
139,434
|
|
|
76
|
|
|||||
Subordinated notes
|
110,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
110,000
|
|
|||||
Interest on subordinated notes
|
84,144
|
|
|
6,738
|
|
|
13,475
|
|
|
13,475
|
|
|
50,456
|
|
|||||
Loan commitments
|
1,955,826
|
|
|
1,532,806
|
|
|
108,852
|
|
|
85,443
|
|
|
228,725
|
|
|||||
FHLB long-term advances
|
180,000
|
|
|
—
|
|
|
180,000
|
|
|
—
|
|
|
—
|
|
|||||
Interest on FHLB long-term advances
|
3,119
|
|
|
2,379
|
|
|
740
|
|
|
—
|
|
|
—
|
|
|||||
Senior notes
|
88,250
|
|
|
—
|
|
|
88,250
|
|
|
—
|
|
|
—
|
|
|||||
Interest on senior notes
|
9,262
|
|
|
5,188
|
|
|
4,074
|
|
|
—
|
|
|
—
|
|
|||||
Other commitments (1)
|
5,310
|
|
|
—
|
|
|
5,310
|
|
|
—
|
|
|
—
|
|
|||||
Standby letters of credit
|
40,223
|
|
|
32,353
|
|
|
685
|
|
|
7,140
|
|
|
45
|
|
|||||
Total
|
$
|
5,336,924
|
|
|
$
|
3,630,958
|
|
|
$
|
1,054,284
|
|
|
$
|
251,317
|
|
|
$
|
400,365
|
|
(1)
|
Represents a commitment expiring in approximately three years that is subject to unscheduled requests for payment.
|
Balance Sheet Gap Analysis at December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
3 months
or less |
|
3 to 6
months |
|
6 to 12
months |
|
1 to 3
years |
|
3 to 5
years |
|
Over 5
years |
|
Total
|
||||||||||||||
|
(dollars in thousands)
|
||||||||||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest earning deposits and federal funds sold
|
$
|
227,224
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
227,224
|
|
Investment securities
|
15,937
|
|
|
15,395
|
|
|
29,296
|
|
|
105,435
|
|
|
81,138
|
|
|
226,932
|
|
|
474,133
|
|
|||||||
Loans (a)
|
3,527,715
|
|
|
134,487
|
|
|
299,878
|
|
|
1,894,080
|
|
|
2,212,847
|
|
|
160,179
|
|
|
8,229,186
|
|
|||||||
Other interest-earning assets
|
—
|
|
|
—
|
|
|
71,763
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
71,763
|
|
|||||||
Total interest-earning assets
|
3,770,876
|
|
|
149,882
|
|
|
400,937
|
|
|
1,999,515
|
|
|
2,293,985
|
|
|
387,111
|
|
|
9,002,306
|
|
|||||||
Non interest-earning assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
327,064
|
|
|
327,064
|
|
|||||||
Total assets
|
3,770,876
|
|
|
149,882
|
|
|
400,937
|
|
|
1,999,515
|
|
|
2,293,985
|
|
|
714,175
|
|
|
$
|
9,329,370
|
|
||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Other interest-bearing deposits
|
$
|
370,796
|
|
|
$
|
165,371
|
|
|
$
|
305,690
|
|
|
$
|
946,163
|
|
|
$
|
503,588
|
|
|
$
|
1,220,342
|
|
|
$
|
3,511,950
|
|
Time deposits
|
483,733
|
|
|
763,392
|
|
|
803,079
|
|
|
646,483
|
|
|
135,075
|
|
|
—
|
|
|
2,831,762
|
|
|||||||
Other borrowings
|
591,800
|
|
|
100,000
|
|
|
80,000
|
|
|
180,000
|
|
|
—
|
|
|
—
|
|
|
951,800
|
|
|||||||
Subordinated debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
108,783
|
|
|
108,783
|
|
|||||||
Total interest-bearing liabilities
|
1,446,329
|
|
|
1,028,763
|
|
|
1,188,769
|
|
|
1,772,646
|
|
|
638,663
|
|
|
1,329,125
|
|
|
7,404,295
|
|
|||||||
Non-interest-bearing liabilities
|
35,079
|
|
|
33,682
|
|
|
63,395
|
|
|
397,939
|
|
|
97,387
|
|
|
429,051
|
|
|
1,056,533
|
|
|||||||
Shareholders’ equity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
868,542
|
|
|
868,542
|
|
|||||||
Total liabilities and shareholders’ equity
|
1,481,408
|
|
|
1,062,445
|
|
|
1,252,164
|
|
|
2,170,585
|
|
|
736,050
|
|
|
2,626,718
|
|
|
$
|
9,329,370
|
|
||||||
Interest sensitivity gap
|
$
|
2,289,468
|
|
|
$
|
(912,563
|
)
|
|
$
|
(851,227
|
)
|
|
$
|
(171,070
|
)
|
|
$
|
1,557,935
|
|
|
$
|
(1,912,543
|
)
|
|
|
||
Cumulative interest sensitivity gap
|
|
|
$
|
1,376,905
|
|
|
$
|
525,678
|
|
|
$
|
354,608
|
|
|
$
|
1,912,543
|
|
|
$
|
—
|
|
|
|
||||
Cumulative interest sensitivity gap to total assets
|
24.5
|
%
|
|
14.8
|
%
|
|
5.6
|
%
|
|
3.8
|
%
|
|
20.5
|
%
|
|
0.0
|
%
|
|
|
||||||||
Cumulative interest-earning assets to cumulative interest-bearing liabilities
|
260.7
|
%
|
|
158.4
|
%
|
|
118.0
|
%
|
|
116.3
|
%
|
|
141.8
|
%
|
|
121.6
|
%
|
|
|
(a)
|
Including loans held for sale
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
ASSETS
|
|
|
|
||||
Cash and due from banks
|
$
|
17,485
|
|
|
$
|
53,550
|
|
Interest earning deposits
|
227,224
|
|
|
211,043
|
|
||
Cash and cash equivalents
|
244,709
|
|
|
264,593
|
|
||
Investment securities available for sale, at fair value
|
493,474
|
|
|
560,253
|
|
||
Loans held for sale (includes $2,117,510 and $1,757,807 respectively at fair value)
|
2,117,510
|
|
|
1,797,064
|
|
||
Loans receivable
|
6,142,390
|
|
|
5,452,895
|
|
||
Allowance for loan losses
|
(37,315
|
)
|
|
(35,647
|
)
|
||
Total loans receivable, net of allowance for loan losses
|
6,105,075
|
|
|
5,417,248
|
|
||
FHLB, Federal Reserve Bank, and other restricted stock
|
68,408
|
|
|
90,841
|
|
||
Accrued interest receivable
|
23,690
|
|
|
19,939
|
|
||
Bank premises and equipment, net
|
12,259
|
|
|
11,146
|
|
||
Bank-owned life insurance
|
161,494
|
|
|
157,211
|
|
||
Other real estate owned
|
3,108
|
|
|
5,057
|
|
||
Goodwill and other intangibles
|
3,639
|
|
|
3,651
|
|
||
Assets held for sale
|
79,271
|
|
|
2,680
|
|
||
Other assets
|
70,099
|
|
|
68,522
|
|
||
Total assets
|
$
|
9,382,736
|
|
|
$
|
8,398,205
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Deposits:
|
|
|
|
||||
Demand, non-interest bearing
|
$
|
512,664
|
|
|
$
|
408,874
|
|
Interest bearing
|
6,334,316
|
|
|
5,253,559
|
|
||
Total deposits
|
6,846,980
|
|
|
5,662,433
|
|
||
Federal funds purchased
|
83,000
|
|
|
70,000
|
|
||
FHLB advances
|
868,800
|
|
|
1,625,300
|
|
||
Other borrowings
|
87,123
|
|
|
86,457
|
|
||
Subordinated debt
|
108,783
|
|
|
108,685
|
|
||
Liabilities held for sale
|
484,797
|
|
|
247,139
|
|
||
Accrued interest payable and other liabilities
|
47,381
|
|
|
44,289
|
|
||
Total liabilities
|
8,526,864
|
|
|
7,844,303
|
|
||
Commitments and contingencies (NOTES 18 and 22)
|
|
|
|
||||
Shareholders’ equity:
|
|
|
|
||||
Preferred stock, par value $1.00 per share; liquidation preference $25.00 per share; 100,000,000 shares authorized, 9,000,000 and 2,300,000 shares issued and outstanding as of December 31, 2016 and 2015
|
217,471
|
|
|
55,569
|
|
||
Common stock, par value $1.00 per share; 200,000,000 shares authorized; 30,820,177 and 27,432,061 shares issued as of December 31, 2016 and 2015; 30,289,917 and 26,901,801 shares outstanding as of December 31, 2016 and 2015
|
30,820
|
|
|
27,432
|
|
||
Additional paid in capital
|
427,008
|
|
|
362,607
|
|
||
Retained earnings
|
193,698
|
|
|
124,511
|
|
||
Accumulated other comprehensive loss, net
|
(4,892
|
)
|
|
(7,984
|
)
|
||
Treasury stock, at cost (530,260 shares as of December 31, 2016 and 2015)
|
(8,233
|
)
|
|
(8,233
|
)
|
||
Total shareholders’ equity
|
855,872
|
|
|
553,902
|
|
||
Total liabilities and shareholders’ equity
|
$
|
9,382,736
|
|
|
$
|
8,398,205
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Interest income:
|
|
|
|
|
|
||||||
Loans receivable, including fees
|
$
|
233,349
|
|
|
$
|
182,280
|
|
|
$
|
146,388
|
|
Loans held for sale
|
69,469
|
|
|
51,553
|
|
|
30,801
|
|
|||
Investment securities
|
14,293
|
|
|
10,405
|
|
|
10,386
|
|
|||
Other
|
5,428
|
|
|
5,612
|
|
|
2,852
|
|
|||
Total interest income
|
322,539
|
|
|
249,850
|
|
|
190,427
|
|
|||
Interest expense:
|
|
|
|
|
|
||||||
Deposits
|
48,249
|
|
|
33,973
|
|
|
24,454
|
|
|||
Other borrowings
|
6,438
|
|
|
6,096
|
|
|
5,342
|
|
|||
FHLB advances
|
11,597
|
|
|
6,743
|
|
|
5,194
|
|
|||
Subordinated debt
|
6,739
|
|
|
6,739
|
|
|
3,514
|
|
|||
Total interest expense
|
73,023
|
|
|
53,551
|
|
|
38,504
|
|
|||
Net interest income
|
249,516
|
|
|
196,299
|
|
|
151,923
|
|
|||
Provision for loan losses
|
2,345
|
|
|
20,566
|
|
|
14,747
|
|
|||
Net interest income after provision for loan losses
|
247,171
|
|
|
175,733
|
|
|
137,176
|
|
|||
Non-interest income:
|
|
|
|
|
|
||||||
Mortgage warehouse transactional fees
|
11,547
|
|
|
10,394
|
|
|
8,233
|
|
|||
Bank-owned life insurance
|
4,736
|
|
|
7,006
|
|
|
3,702
|
|
|||
Gains on sales of loans
|
3,685
|
|
|
4,047
|
|
|
3,125
|
|
|||
Deposit fees
|
1,140
|
|
|
943
|
|
|
801
|
|
|||
Mortgage loan and banking income
|
969
|
|
|
741
|
|
|
2,048
|
|
|||
Interchange and card revenue
|
620
|
|
|
536
|
|
|
532
|
|
|||
Gain (loss) on sale of investment securities
|
25
|
|
|
(85
|
)
|
|
3,191
|
|
|||
Impairment loss on investment securities
|
(7,262
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
7,705
|
|
|
3,990
|
|
|
3,494
|
|
|||
Total non-interest income
|
23,165
|
|
|
27,572
|
|
|
25,126
|
|
|||
Non-interest expense:
|
|
|
|
|
|
||||||
Salaries and employee benefits
|
67,877
|
|
|
56,341
|
|
|
46,083
|
|
|||
Technology, communication and bank operations
|
12,888
|
|
|
9,379
|
|
|
8,466
|
|
|||
FDIC assessments, taxes, and regulatory fees
|
12,568
|
|
|
10,110
|
|
|
11,116
|
|
|||
Professional services
|
11,017
|
|
|
9,386
|
|
|
7,218
|
|
|||
Occupancy
|
9,846
|
|
|
8,467
|
|
|
8,063
|
|
|||
Loan workout
|
2,063
|
|
|
1,127
|
|
|
1,706
|
|
|||
Other real estate owned
|
1,953
|
|
|
2,516
|
|
|
3,601
|
|
|||
Advertising and promotion
|
576
|
|
|
697
|
|
|
1,180
|
|
|||
Other
|
12,429
|
|
|
9,545
|
|
|
9,355
|
|
|||
Total non-interest expense
|
131,217
|
|
|
107,568
|
|
|
96,788
|
|
|||
Income from continuing operations before income tax expense
|
139,119
|
|
|
95,737
|
|
|
65,514
|
|
|||
Income tax expense
|
51,412
|
|
|
32,664
|
|
|
20,982
|
|
|||
Net income from continuing operations
|
87,707
|
|
|
63,073
|
|
|
44,532
|
|
|||
Loss from discontinued operations before tax expense
|
(14,524
|
)
|
|
(7,242
|
)
|
|
(2,126
|
)
|
|||
Income tax benefit from discontinued operations
|
(5,519
|
)
|
|
(2,752
|
)
|
|
(808
|
)
|
|||
Net loss from discontinued operations
|
(9,005
|
)
|
|
(4,490
|
)
|
|
(1,318
|
)
|
|||
Net income
|
78,702
|
|
|
58,583
|
|
|
43,214
|
|
|||
Preferred stock dividend
|
9,515
|
|
|
2,493
|
|
|
—
|
|
|||
Net income available to common shareholders
|
$
|
69,187
|
|
|
$
|
56,090
|
|
|
$
|
43,214
|
|
Basic earnings per common share from continuing operations
|
$
|
2.83
|
|
|
$
|
2.26
|
|
|
$
|
1.67
|
|
Basic earnings per common share
|
$
|
2.51
|
|
|
$
|
2.09
|
|
|
$
|
1.62
|
|
Diluted earnings per common share from continuing operations
|
$
|
2.61
|
|
|
$
|
2.11
|
|
|
$
|
1.59
|
|
Diluted earnings per common share
|
$
|
2.31
|
|
|
$
|
1.96
|
|
|
$
|
1.55
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net income from continuing operations
|
$
|
87,707
|
|
|
$
|
63,073
|
|
|
$
|
44,532
|
|
Net loss from discontinued operations
|
(9,005
|
)
|
|
(4,490
|
)
|
|
(1,318
|
)
|
|||
Net income
|
78,702
|
|
|
58,583
|
|
|
43,214
|
|
|||
Unrealized gains (losses) on available-for-sale securities:
|
|
|
|
|
|
||||||
Unrealized holding gains (losses) on securities arising during the period
|
(3,335
|
)
|
|
(10,140
|
)
|
|
17,437
|
|
|||
Income tax effect
|
1,317
|
|
|
3,759
|
|
|
(6,103
|
)
|
|||
Reclassification adjustments for losses (gains) on securities included in net income
|
7,237
|
|
|
85
|
|
|
(3,191
|
)
|
|||
Income tax effect
|
(2,714
|
)
|
|
(32
|
)
|
|
1,117
|
|
|||
Net unrealized gains (losses) on available-for-sale securities
|
2,505
|
|
|
(6,328
|
)
|
|
9,260
|
|
|||
Unrealized losses on cash flow hedges:
|
|
|
|
|
|
||||||
Unrealized losses arising during the period
|
(1,093
|
)
|
|
(2,532
|
)
|
|
(1,945
|
)
|
|||
Income tax effect
|
464
|
|
|
998
|
|
|
681
|
|
|||
Reclassification adjustment for losses included in net income
|
1,946
|
|
|
—
|
|
|
—
|
|
|||
Income tax effect
|
(730
|
)
|
|
—
|
|
|
—
|
|
|||
Net unrealized losses on cash flow hedges
|
587
|
|
|
(1,534
|
)
|
|
(1,264
|
)
|
|||
Other comprehensive income (loss), net of income tax effect
|
3,092
|
|
|
(7,862
|
)
|
|
7,996
|
|
|||
Comprehensive income
|
$
|
81,794
|
|
|
$
|
50,721
|
|
|
$
|
51,210
|
|
|
Preferred Stock
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
|
Shares of Preferred Stock Outstanding
|
|
Preferred Stock
|
|
Shares of
Common
Stock Outstanding
|
|
Common
Stock
|
|
Additional
Paid in
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Treasury
Stock
|
|
Total
|
||||||||||||||||
Balance, December 31, 2013
|
—
|
|
|
$
|
—
|
|
|
24,224,151
|
|
|
$
|
24,756
|
|
|
$
|
307,231
|
|
|
$
|
71,008
|
|
|
$
|
(8,118
|
)
|
|
$
|
(8,254
|
)
|
|
$
|
386,623
|
|
Net income from continuing operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44,532
|
|
|
—
|
|
|
—
|
|
|
44,532
|
|
|||||||
Net loss from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,318
|
)
|
|
—
|
|
|
—
|
|
|
(1,318
|
)
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,996
|
|
|
—
|
|
|
7,996
|
|
|||||||
Stock dividend
|
—
|
|
|
—
|
|
|
2,429,375
|
|
|
2,429
|
|
|
43,364
|
|
|
(45,801
|
)
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,209
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,209
|
|
|||||||
Exercise of warrants
|
—
|
|
|
—
|
|
|
546
|
|
|
1
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|||||||
Issuance of common stock under share-based-compensation arrangements
|
—
|
|
|
—
|
|
|
91,457
|
|
|
92
|
|
|
1,013
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,105
|
|
|||||||
Balance, December 31, 2014
|
—
|
|
|
—
|
|
|
26,745,529
|
|
|
27,278
|
|
|
355,822
|
|
|
68,421
|
|
|
(122
|
)
|
|
(8,254
|
)
|
|
443,145
|
|
|||||||
Net income from continuing operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
63,073
|
|
|
—
|
|
|
—
|
|
|
63,073
|
|
|||||||
Net loss from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,490
|
)
|
|
—
|
|
|
—
|
|
|
(4,490
|
)
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,862
|
)
|
|
—
|
|
|
(7,862
|
)
|
|||||||
Issuance of preferred stock, net of offering costs of $1,931
|
2,300,000
|
|
|
55,569
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55,569
|
|
|||||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,493
|
)
|
|
—
|
|
|
—
|
|
|
(2,493
|
)
|
|||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,862
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,862
|
|
|||||||
Exercise of warrants
|
—
|
|
|
—
|
|
|
7,611
|
|
|
8
|
|
|
90
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
98
|
|
|||||||
Issuance of common stock under share-based-compensation arrangements
|
—
|
|
|
—
|
|
|
148,661
|
|
|
146
|
|
|
1,833
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|
2,000
|
|
|||||||
Balance, December 31, 2015
|
2,300,000
|
|
|
55,569
|
|
|
26,901,801
|
|
|
27,432
|
|
|
362,607
|
|
|
124,511
|
|
|
(7,984
|
)
|
|
(8,233
|
)
|
|
553,902
|
|
|||||||
Net income from continuing operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
87,707
|
|
|
—
|
|
|
—
|
|
|
87,707
|
|
|||||||
Net loss from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,005
|
)
|
|
—
|
|
|
—
|
|
|
(9,005
|
)
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,092
|
|
|
—
|
|
|
3,092
|
|
|||||||
Issuance of common stock, net of offering costs of $2,238
|
|
|
|
|
2,641,677
|
|
|
2,642
|
|
|
61,389
|
|
|
|
|
|
|
|
|
64,031
|
|
||||||||||||
Issuance of preferred stock, net of offering costs of $5,598
|
6,700,000
|
|
|
161,902
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
161,902
|
|
|||||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,515
|
)
|
|
—
|
|
|
—
|
|
|
(9,515
|
)
|
|||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,189
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,189
|
|
|||||||
Exercise of warrants
|
—
|
|
|
—
|
|
|
345,414
|
|
|
345
|
|
|
1,186
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,531
|
|
|||||||
Issuance of common stock under share-based-compensation arrangements
|
—
|
|
|
—
|
|
|
401,025
|
|
|
401
|
|
|
(4,363
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,962
|
)
|
|||||||
Balance, December 31, 2016
|
9,000,000
|
|
|
$
|
217,471
|
|
|
30,289,917
|
|
|
$
|
30,820
|
|
|
$
|
427,008
|
|
|
$
|
193,698
|
|
|
$
|
(4,892
|
)
|
|
$
|
(8,233
|
)
|
|
$
|
855,872
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Cash Flows from Operating Activities of Continuing Operations
|
|
|
|
|
|
||||||
Net income from continuing operations
|
$
|
87,707
|
|
|
$
|
63,073
|
|
|
$
|
44,532
|
|
Adjustments to reconcile net income to net cash (used in) provided by operating activities of continuing operations:
|
|
|
|
|
|
||||||
Provision for loan losses, net of change to FDIC receivable and clawback liability
|
2,345
|
|
|
20,566
|
|
|
14,747
|
|
|||
Provision for depreciation and amortization
|
3,569
|
|
|
3,641
|
|
|
3,583
|
|
|||
Share-based compensation expense
|
6,492
|
|
|
5,547
|
|
|
5,237
|
|
|||
Deferred taxes
|
(2,579
|
)
|
|
(10,092
|
)
|
|
(6,187
|
)
|
|||
Net amortization of investment securities premiums and discounts
|
891
|
|
|
858
|
|
|
821
|
|
|||
Loss (gain) on sale of investment securities
|
7,237
|
|
|
85
|
|
|
(3,191
|
)
|
|||
Gain on sale of mortgages and other loans
|
(3,685
|
)
|
|
(4,479
|
)
|
|
(5,344
|
)
|
|||
Origination of loans held for sale
|
(36,130,924
|
)
|
|
(29,925,763
|
)
|
|
(18,138,339
|
)
|
|||
Proceeds from the sale of loans held for sale
|
35,772,081
|
|
|
29,504,104
|
|
|
17,553,196
|
|
|||
Increase in FDIC loss sharing receivable net of clawback liability
|
255
|
|
|
(2,430
|
)
|
|
(2,409
|
)
|
|||
Amortization (accretion) of fair value discounts
|
405
|
|
|
832
|
|
|
(273
|
)
|
|||
Net loss on sales of other real estate owned
|
130
|
|
|
761
|
|
|
966
|
|
|||
Valuation and other adjustments to other real estate owned, net of FDIC receivable
|
1,473
|
|
|
992
|
|
|
1,979
|
|
|||
Earnings on investment in bank-owned life insurance
|
(4,736
|
)
|
|
(7,006
|
)
|
|
(3,702
|
)
|
|||
Increase in accrued interest receivable and other assets
|
(9,982
|
)
|
|
(12,021
|
)
|
|
(15,210
|
)
|
|||
Increase in accrued interest payable and other liabilities
|
6,278
|
|
|
8,635
|
|
|
9,606
|
|
|||
Net Cash Used in Operating Activities of Continuing Operations
|
(263,043
|
)
|
|
(352,697
|
)
|
|
(539,988
|
)
|
|||
Cash Flows from Investing Activities of Continuing Operations
|
|
|
|
|
|
||||||
Purchases of investment securities available for sale
|
(5,000
|
)
|
|
(231,703
|
)
|
|
(164,940
|
)
|
|||
Proceeds from maturities, calls and principal repayments on investment securities available for sale
|
64,701
|
|
|
76,331
|
|
|
49,195
|
|
|||
Proceeds from sales of investment securities available for sale
|
2,852
|
|
|
806
|
|
|
213,249
|
|
|||
Net increase in loans
|
(783,290
|
)
|
|
(1,341,348
|
)
|
|
(1,814,317
|
)
|
|||
Purchase of loan portfolios
|
—
|
|
|
—
|
|
|
(309,927
|
)
|
|||
Proceeds from sale of loans held for investment
|
133,104
|
|
|
248,060
|
|
|
162,724
|
|
|||
Net purchases of bank-owned life insurance
|
—
|
|
|
(15,000
|
)
|
|
(30,465
|
)
|
|||
Proceeds from bank-owned life insurance
|
619
|
|
|
3,384
|
|
|
—
|
|
|||
Net proceeds from (purchases of) FHLB, Federal Reserve Bank, and other restricted stock
|
22,433
|
|
|
(8,839
|
)
|
|
(39,578
|
)
|
|||
(Payments to) reimbursements from the FDIC on loss sharing agreements
|
(2,049
|
)
|
|
3,917
|
|
|
5,446
|
|
|||
Purchases of bank premises and equipment
|
(5,117
|
)
|
|
(1,836
|
)
|
|
(1,270
|
)
|
|||
Proceeds from sales of other real estate owned
|
1,051
|
|
|
8,890
|
|
|
7,991
|
|
|||
Net Cash Used in Investing Activities of Continuing Operations
|
(570,696
|
)
|
|
(1,257,338
|
)
|
|
(1,921,892
|
)
|
|||
Cash Flows from Financing Activities of Continuing Operations
|
|
|
|
|
|
||||||
Net increase in deposits
|
1,184,549
|
|
|
1,366,239
|
|
|
1,573,167
|
|
|||
Net (decrease) increase in short-term borrowed funds from the FHLB
|
(831,500
|
)
|
|
(17,700
|
)
|
|
633,500
|
|
|||
Net increase in federal funds purchased
|
13,000
|
|
|
70,000
|
|
|
—
|
|
|||
Proceeds from long-term FHLB borrowings
|
75,000
|
|
|
25,000
|
|
|
265,000
|
|
|||
Proceeds from issuance of long-term debt, net
|
—
|
|
|
—
|
|
|
133,142
|
|
|||
Repayment of subordinated debt
|
—
|
|
|
—
|
|
|
(2,000
|
)
|
|||
Net proceeds from issuance of preferred stock
|
161,902
|
|
|
55,569
|
|
|
—
|
|
|||
Preferred stock dividends paid
|
(9,051
|
)
|
|
(2,314
|
)
|
|
—
|
|
|||
Exercise and redemption of warrants
|
1,532
|
|
|
98
|
|
|
6
|
|
|||
Purchase of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net proceeds from issuance of common stock
|
65,088
|
|
|
806
|
|
|
77
|
|
|||
Net Cash Provided by Financing Activities of Continuing Operations
|
660,520
|
|
|
1,497,698
|
|
|
2,602,892
|
|
|||
Net (Decrease) Increase in Cash and Cash Equivalents from Continuing Operations
|
(173,219
|
)
|
|
(112,337
|
)
|
|
141,012
|
|
|||
Discontinued Operations:
|
|
|
|
|
|
||||||
Net cash used in operating activities
|
(27,419
|
)
|
|
(3,951
|
)
|
|
(2,510
|
)
|
|||
Net cash used in investing activities
|
(28,973
|
)
|
|
(888
|
)
|
|
(28
|
)
|
|||
Net cash provided by financing activities
|
209,727
|
|
|
10,746
|
|
|
(519
|
)
|
|||
Net cash flows provided by (Used In) discontinued operations
|
153,335
|
|
|
5,907
|
|
|
(3,057
|
)
|
|||
Net (Decrease) Increase in Cash and Cash Equivalents
|
(19,884
|
)
|
|
(106,430
|
)
|
|
137,955
|
|
|||
Cash and Cash Equivalents – Beginning
|
264,593
|
|
|
371,023
|
|
|
233,068
|
|
|||
Cash and Cash Equivalents – Ending
|
$
|
244,709
|
|
|
$
|
264,593
|
|
|
$
|
371,023
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Supplementary Cash Flow Information
|
|
|
|
|
|
||||||
Interest paid
|
$
|
71,216
|
|
|
$
|
51,313
|
|
|
$
|
37,580
|
|
Income taxes paid
|
57,251
|
|
|
38,734
|
|
|
29,843
|
|
|||
Non-cash Items:
|
|
|
|
|
|
||||||
Transfer of loans to other real estate owned
|
$
|
703
|
|
|
$
|
3,467
|
|
|
$
|
14,042
|
|
Transfer of loans from held for investment to held for sale
|
—
|
|
|
—
|
|
|
164,681
|
|
|||
Transfer of loans from held for sale to held for investment
|
25,118
|
|
|
30,365
|
|
|
18,826
|
|
|
June 15, 2016
|
|||||
(amounts in thousands)
|
Preliminary
|
Adjusted
|
||||
Fair value of assets acquired:
|
|
|
||||
Developed software
|
$
|
27,400
|
|
$
|
27,400
|
|
Other intangible assets
|
9,300
|
|
9,300
|
|
||
Accounts receivable
|
2,784
|
|
2,784
|
|
||
Prepaid expenses
|
1,180
|
|
418
|
|
||
Fixed assets, net
|
229
|
|
229
|
|
||
Total assets acquired
|
40,893
|
|
40,131
|
|
||
|
|
|
||||
Fair value of liabilities assumed:
|
|
|
||||
Other liabilities
|
5,531
|
|
5,735
|
|
||
Deferred revenue
|
2,655
|
|
2,655
|
|
||
Total liabilities assumed
|
8,186
|
|
8,390
|
|
||
|
|
|
||||
Net assets acquired
|
$
|
32,707
|
|
$
|
31,741
|
|
|
|
|
||||
Transaction cash consideration (1)
|
$
|
37,000
|
|
$
|
37,000
|
|
|
|
|
||||
Goodwill recognized
|
$
|
4,293
|
|
$
|
5,259
|
|
|
For the Years Ended December 31,
|
||||||||||
(amounts in thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Discontinued operations:
|
|
|
|
|
|
||||||
Interest income
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest expense
|
19
|
|
|
9
|
|
|
—
|
|
|||
Net interest income
|
(19
|
)
|
|
(9
|
)
|
|
—
|
|
|||
Provision for loan losses
|
696
|
|
|
—
|
|
|
—
|
|
|||
Non-interest income
|
33,205
|
|
|
145
|
|
|
—
|
|
|||
Non-interest expense
|
47,014
|
|
|
7,378
|
|
|
2,126
|
|
|||
Loss from discontinued operations before income tax benefit
|
(14,524
|
)
|
|
(7,242
|
)
|
|
(2,126
|
)
|
|||
Income tax benefit
|
(5,519
|
)
|
|
(2,752
|
)
|
|
(808
|
)
|
|||
Net loss from discontinued operations
|
$
|
(9,005
|
)
|
|
$
|
(4,490
|
)
|
|
$
|
(1,318
|
)
|
|
December 31,
|
||||||
(amounts in thousands)
|
2016
|
|
2015
|
||||
ASSETS
|
|
|
|
||||
Restricted cash (1)
|
$
|
20,000
|
|
|
$
|
—
|
|
Loans receivable
|
12,248
|
|
|
584
|
|
||
Bank premises and equipment, net
|
510
|
|
|
385
|
|
||
Goodwill and other intangibles
|
13,982
|
|
|
—
|
|
||
Other assets
|
32,531
|
|
|
1,711
|
|
||
Assets held for sale
|
$
|
79,271
|
|
|
$
|
2,680
|
|
LIABILITIES
|
|
|
|
||||
Deposits:
|
|
|
|
||||
Demand, non-interest bearing
|
$
|
453,394
|
|
|
$
|
244,805
|
|
Interest bearing
|
3,401
|
|
|
2,263
|
|
||
Total deposits
|
456,795
|
|
|
247,068
|
|
||
Accrued expenses and other liabilities (1)
|
28,002
|
|
|
71
|
|
||
Liabilities held for sale
|
$
|
484,797
|
|
|
$
|
247,139
|
|
•
|
Loans held for sale
|
•
|
Loans at fair value
|
•
|
Loans receivable
|
•
|
Purchased loans
|
•
|
Loans receivable covered under Loss Sharing Agreements with the FDIC.
|
•
|
National, regional, and local economic and business conditions, including review of changes in the unemployment rate;
|
•
|
Volume and severity of past due loans and classified loans;
|
•
|
Lending policies and procedures, including underwriting standards and historical-based loss/collection, charge-off, and recovery practices;
|
•
|
Nature and volume of the portfolio, including lending concentrations;
|
•
|
Risk ratings;
|
•
|
Changes in the values of collateral for collateral dependent loans;
|
•
|
Experience, ability, and depth of lending management and staff; and
|
•
|
Other external factors, such as changes in the legal, regulatory or competitive environment.
|
1.
|
Cash payments for debt prepayment or extinguishment costs will be classified in financing activities.
|
2.
|
Upon settlement of zero-coupon bonds and bonds with insignificant cash coupons, the portion of the payment attributable to imputed interest will be classified as an operating activity, while the portion of the payment attributable to principal will be classified as a financing activity.
|
3.
|
Cash paid by an acquirer that isn’t soon after a business combination for the settlement of a contingent consideration liability will be separated between financing activities and operating activities. Cash payments up to the amount of the contingent consideration liability recognized at the acquisition date will be classified in financing activities; any excess will be classified in operating activities. Cash paid soon after the business combination will be classified in investing activities.
|
4.
|
Cash proceeds received from the settlement of insurance claims will be classified on the basis of the related insurance coverage (that is, the nature of the loss). Cash proceeds from lump-sum settlements will be classified based on the nature of each loss included in the settlement.
|
5.
|
Cash proceeds received from the settlement of bank-owned life insurance (BOLI) policies will be classified as cash inflows from investing activities. Cash payments for premiums on BOLI may be classified as cash outflows for investing, operating, or a combination of both.
|
6.
|
A transferor’s beneficial interest obtained in a securitization of financial assets will be disclosed as a non-cash activity, and cash received from beneficial interests will be classified in investing activities.
|
7.
|
Distributions received from equity method investees will be classified using either a cumulative earnings approach or a look-through approach as an accounting policy election.
|
|
Quarter ended
September 30, 2016
|
|
Quarter ended
June 30, 2016
|
|
Quarter ended
March 31, 2016
|
|||||||||||||||
(amounts in thousands, except share and per share amounts)
|
As Previously Reported
|
As Reported Under New Guidance
|
|
As Previously Reported
|
As Reported Under New Guidance
|
|
As Previously Reported
|
As Reported Under New Guidance
|
||||||||||||
Statement of income
|
|
|
|
|
|
|
|
|
||||||||||||
Provision for income taxes
|
$
|
14,576
|
|
$
|
14,558
|
|
|
$
|
13,016
|
|
$
|
12,964
|
|
|
$
|
9,537
|
|
$
|
9,051
|
|
Net income
|
21,189
|
|
21,207
|
|
|
19,430
|
|
19,483
|
|
|
17,699
|
|
18,184
|
|
||||||
Net income available to common shareholders
|
18,637
|
|
18,655
|
|
|
17,368
|
|
17,421
|
|
|
16,413
|
|
16,898
|
|
||||||
Basic earnings per share
|
$
|
0.68
|
|
$
|
0.68
|
|
|
$
|
0.64
|
|
$
|
0.64
|
|
|
$
|
0.61
|
|
$
|
0.63
|
|
Diluted earnings per share
|
$
|
0.64
|
|
$
|
0.63
|
|
|
$
|
0.60
|
|
$
|
0.59
|
|
|
$
|
0.57
|
|
$
|
0.58
|
|
Weighted-average number of common shares - diluted
|
29,149,734
|
|
29,697,207
|
|
|
28,971,040
|
|
29,504,329
|
|
|
28,783,101
|
|
29,271,255
|
|
1.
|
the payoff is adjusted based on changes in an index;
|
2.
|
the payoff is indexed to an underlying other than interest rates or credit risk;
|
3.
|
the debt involves a substantial premium or discount; and
|
4.
|
the call (put) option is contingently exercisable.
|
•
|
The objective of the collectibility assessment is to determine whether the contract is valid and represents a substantive transaction on the basis of whether a customer has the ability and intention to pay the promised consideration in exchange for the goods or services transferred.
|
•
|
An entity can recognize revenue in the amount of consideration received when it has transferred control of the goods or services, has no additional obligation to transfer goods or services, and the consideration received is nonrefundable.
|
•
|
A reporting entity is permitted to make the accounting policy election to exclude amounts collected from customers for all sales taxes from the transaction price.
|
•
|
The measurement date is specified as being the contract inception, and variable consideration guidance applies only to variability resulting from reasons other than the form of the consideration.
|
•
|
As a practical expedient, a reporting entity is permitted to reflect the aggregate effect of all modifications that occur before the beginning of the earliest period presented in accordance with Topic 606 when identifying the satisfied and unsatisfied performance obligations, determining the transaction price, and allocating the transaction price to the satisfied and unsatisfied performance obligations.
|
•
|
The ASU clarifies that a completed contract for purposes of transition is a contract for which all (or substantially all) of the revenue was recognized under legacy GAAP before the date of initial application. Accounting for elements of a contract that do not affect revenue under legacy GAAP are irrelevant to the assessment of whether a contract is complete. In addition, the amendments in this ASU permit an entity to apply the modified retrospective transition method either to all contracts or only to contracts that are not completed contracts.
|
|
For the Years Ended
|
||||||||||
|
December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
(amounts in thousands, except share and per share data)
|
|
|
|
|
|
||||||
Net income from continuing operations available to common shareholders (1)
|
$
|
78,192
|
|
|
$
|
60,580
|
|
|
$
|
44,532
|
|
Net loss from discontinued operations
|
(9,005
|
)
|
|
(4,490
|
)
|
|
(1,318
|
)
|
|||
Net income available to common shareholders
|
$
|
69,187
|
|
|
$
|
56,090
|
|
|
$
|
43,214
|
|
Weighted-average number of common shares outstanding – basic
|
27,596,020
|
|
|
26,844,545
|
|
|
26,719,626
|
|
|||
Share-based compensation plans
|
2,221,517
|
|
|
1,516,297
|
|
|
968,671
|
|
|||
Warrants
|
196,113
|
|
|
324,097
|
|
|
250,707
|
|
|||
Weighted-average number of common shares – diluted
|
30,013,650
|
|
|
28,684,939
|
|
|
27,939,004
|
|
|||
|
|
|
|
|
|
||||||
Basic earnings per common share from continuing operations
|
$
|
2.83
|
|
|
$
|
2.26
|
|
|
$
|
1.67
|
|
Basic loss per common share from discontinued operations
|
$
|
(0.33
|
)
|
|
$
|
(0.17
|
)
|
|
$
|
(0.05
|
)
|
Basic earnings per common share
|
$
|
2.51
|
|
|
$
|
2.09
|
|
|
$
|
1.62
|
|
Diluted earnings per common share from continuing operations
|
$
|
2.61
|
|
|
$
|
2.11
|
|
|
$
|
1.59
|
|
Diluted loss per share from discontinued operations
|
$
|
(0.30
|
)
|
|
$
|
(0.16
|
)
|
|
$
|
(0.05
|
)
|
Diluted earnings per common share
|
$
|
2.31
|
|
|
$
|
1.96
|
|
|
$
|
1.55
|
|
(1) Net income from continuing operations, net of preferred stock dividends
|
|
|
|
|
|
|
For the Years Ended
|
|||||||
|
December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Anti-dilutive securities:
|
|
|
|
|
|
|||
Share-based compensation awards
|
894,720
|
|
|
606,095
|
|
|
135,861
|
|
Warrants
|
52,242
|
|
|
52,242
|
|
|
118,745
|
|
Total anti-dilutive securities
|
946,962
|
|
|
658,337
|
|
|
254,606
|
|
|
|
Available-for-sale Securities
|
|
|
|
|
||||||||||||||
|
|
|
|
|
|
Total
|
|
|
|
|
||||||||||
|
|
Unrealized
|
|
Foreign
|
|
Unrealized
|
|
Unrealized
|
|
|
||||||||||
|
|
Gains
|
|
Currency
|
|
Gains
|
|
Loss on Cash
|
|
|
||||||||||
(amounts in thousands)
|
|
(Losses) (2)
|
|
Items
|
|
(Losses)
|
|
Flow Hedge
|
|
Total
|
||||||||||
Balance, December 31, 20
14
|
|
$
|
1,142
|
|
|
$
|
—
|
|
|
$
|
1,142
|
|
|
$
|
(1,264
|
)
|
|
$
|
(122
|
)
|
Current period:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other comprehensive loss before
|
|
|
|
|
|
|
|
|
|
|
||||||||||
reclassifications
|
|
(5,797
|
)
|
|
(584
|
)
|
|
(6,381
|
)
|
|
(1,534
|
)
|
|
(7,915
|
)
|
|||||
Amounts reclassified from accumulated other
|
|
|
|
|
|
|
|
|
|
|
||||||||||
comprehensive income to net income (2)
|
|
53
|
|
|
—
|
|
|
53
|
|
|
—
|
|
|
53
|
|
|||||
Net current-period other comprehensive loss
|
|
(5,744
|
)
|
|
(584
|
)
|
|
(6,328
|
)
|
|
(1,534
|
)
|
|
(7,862
|
)
|
|||||
Balance, December 31, 2015
|
|
(4,602
|
)
|
|
(584
|
)
|
|
(5,186
|
)
|
|
(2,798
|
)
|
|
(7,984
|
)
|
|||||
Current period:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other comprehensive loss before
|
|
|
|
|
|
|
|
|
|
|
||||||||||
reclassifications
|
|
(1,872
|
)
|
|
(146
|
)
|
|
(2,018
|
)
|
|
(629
|
)
|
|
(2,647
|
)
|
|||||
Amounts reclassified from accumulated other
|
|
|
|
|
|
|
|
|
|
|
||||||||||
comprehensive income to net income (2)
|
|
3,793
|
|
|
730
|
|
|
4,523
|
|
|
1,216
|
|
|
5,739
|
|
|||||
Net current-period other comprehensive income
|
|
1,921
|
|
|
584
|
|
|
2,505
|
|
|
587
|
|
|
3,092
|
|
|||||
Balance, December 31, 2016
|
|
$
|
(2,681
|
)
|
|
$
|
—
|
|
|
$
|
(2,681
|
)
|
|
$
|
(2,211
|
)
|
|
$
|
(4,892
|
)
|
|
December 31, 2016
|
||||||||||||||
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
||||||||
(amounts in thousands)
|
|
|
|
|
|
|
|
||||||||
Available for Sale:
|
|
|
|
|
|
|
|
||||||||
Agency-guaranteed residential mortgage-backed securities
|
$
|
233,002
|
|
|
$
|
918
|
|
|
$
|
(2,657
|
)
|
|
$
|
231,263
|
|
Agency-guaranteed commercial real estate mortgage-backed securities
|
204,689
|
|
|
—
|
|
|
(2,872
|
)
|
|
201,817
|
|
||||
Corporate notes (1)
|
44,932
|
|
|
401
|
|
|
(185
|
)
|
|
45,148
|
|
||||
Equity securities (2)
|
15,246
|
|
|
—
|
|
|
—
|
|
|
15,246
|
|
||||
Total
|
$
|
497,869
|
|
|
$
|
1,319
|
|
|
$
|
(5,714
|
)
|
|
$
|
493,474
|
|
(1)
|
Includes subordinated debt issued by other bank holding companies.
|
(2)
|
Includes equity securities issued by a foreign entity.
|
|
December 31, 2015
|
||||||||||||||
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
||||||||
(amounts in thousands)
|
|
|
|
|
|
|
|
||||||||
Available for Sale:
|
|
|
|
|
|
|
|
||||||||
Agency-guaranteed residential mortgage-backed securities
|
$
|
299,392
|
|
|
$
|
1,453
|
|
|
$
|
(2,741
|
)
|
|
$
|
298,104
|
|
Agency-guaranteed commercial real estate mortgage-backed securities
|
206,719
|
|
|
—
|
|
|
(3,849
|
)
|
|
202,870
|
|
||||
Corporate notes (1)
|
39,925
|
|
|
320
|
|
|
(178
|
)
|
|
40,067
|
|
||||
Equity securities (2)
|
22,514
|
|
|
—
|
|
|
(3,302
|
)
|
|
19,212
|
|
||||
Total
|
$
|
568,550
|
|
|
$
|
1,773
|
|
|
$
|
(10,070
|
)
|
|
$
|
560,253
|
|
(1)
|
Includes subordinated debt issued by other bank holding companies.
|
(2)
|
Consists primarily of equity securities issued by a foreign entity.
|
|
For the Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
(amounts in thousands)
|
|
|
|
|
|
||||||
Proceeds from sale of available-for-sale investment securities
|
$
|
2,852
|
|
|
$
|
806
|
|
|
$
|
213,249
|
|
Gross gains
|
$
|
26
|
|
|
$
|
—
|
|
|
$
|
3,191
|
|
Gross losses
|
(1
|
)
|
|
(85
|
)
|
|
—
|
|
|||
Net gains (losses)
|
$
|
25
|
|
|
$
|
(85
|
)
|
|
$
|
3,191
|
|
|
December 31, 2016
|
||||||
|
Available for Sale
|
||||||
|
Amortized
Cost
|
|
Fair
Value
|
||||
(amounts in thousands)
|
|
|
|
||||
Due in one year or less
|
$
|
—
|
|
|
$
|
—
|
|
Due after one year through five years
|
—
|
|
|
—
|
|
||
Due after five years through ten years
|
37,932
|
|
|
38,237
|
|
||
Due after ten years
|
7,000
|
|
|
6,911
|
|
||
Agency-guaranteed residential mortgage-backed securities
|
233,002
|
|
|
231,263
|
|
||
Agency-guaranteed commercial mortgage-backed securities
|
204,689
|
|
|
201,817
|
|
||
Total debt securities
|
$
|
482,623
|
|
|
$
|
478,228
|
|
|
December 31, 2016
|
||||||||||||||||||||||
|
Less than 12 months
|
|
12 months or more
|
|
Total
|
||||||||||||||||||
|
Fair Value
|
|
Unrealized
Losses
|
|
Fair Value
|
|
Unrealized
Losses
|
|
Fair Value
|
|
Unrealized
Losses
|
||||||||||||
(amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Available for Sale:
|
|
|
|
|
|
|
|
||||||||||||||||
Agency-guaranteed residential mortgage-backed securities
|
$
|
87,433
|
|
|
$
|
(1,330
|
)
|
|
$
|
30,592
|
|
|
$
|
(1,327
|
)
|
|
$
|
118,025
|
|
|
$
|
(2,657
|
)
|
Agency-guaranteed commercial mortgage-backed securities
|
201,817
|
|
|
(2,872
|
)
|
|
—
|
|
|
—
|
|
|
201,817
|
|
|
(2,872
|
)
|
||||||
Corporate notes (1)
|
9,747
|
|
|
(185
|
)
|
|
—
|
|
|
—
|
|
|
9,747
|
|
|
(185
|
)
|
||||||
Total
|
$
|
298,997
|
|
|
$
|
(4,387
|
)
|
|
$
|
30,592
|
|
|
$
|
(1,327
|
)
|
|
$
|
329,589
|
|
|
$
|
(5,714
|
)
|
(1)
|
Includes subordinated debt issued by other bank holding companies.
|
|
December 31, 2015
|
||||||||||||||||||||||
|
Less than 12 months
|
|
12 months or more
|
|
Total
|
||||||||||||||||||
|
Fair Value
|
|
Unrealized
Losses
|
|
Fair Value
|
|
Unrealized
Losses
|
|
Fair Value
|
|
Unrealized
Losses
|
||||||||||||
(amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Available for Sale:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Agency-guaranteed residential mortgage-backed securities
|
$
|
102,832
|
|
|
$
|
(535
|
)
|
|
$
|
57,357
|
|
|
$
|
(2,206
|
)
|
|
$
|
160,189
|
|
|
$
|
(2,741
|
)
|
Agency-guaranteed commercial mortgage-backed securities
|
202,870
|
|
|
(3,849
|
)
|
|
—
|
|
|
—
|
|
|
202,870
|
|
|
(3,849
|
)
|
||||||
Corporate notes (1)
|
9,748
|
|
|
(178
|
)
|
|
—
|
|
|
—
|
|
|
9,748
|
|
|
(178
|
)
|
||||||
Equity securities (2)
|
19,206
|
|
|
(3,301
|
)
|
|
6
|
|
|
(1
|
)
|
|
19,212
|
|
|
(3,302
|
)
|
||||||
Total
|
$
|
334,656
|
|
|
$
|
(7,863
|
)
|
|
$
|
57,363
|
|
|
$
|
(2,207
|
)
|
|
$
|
392,019
|
|
|
$
|
(10,070
|
)
|
(1)
|
Includes subordinated debt issued by other bank holding companies.
|
(2)
|
Consists primarily of equity securities issued by a foreign entity.
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
(amounts in thousands)
|
|
||||||
Commercial loans:
|
|
|
|
||||
Mortgage warehouse loans at fair value
|
$
|
2,116,815
|
|
|
$
|
1,754,950
|
|
Multi-family loans at lower of cost or fair value
|
—
|
|
|
39,257
|
|
||
Total commercial loans held for sale
|
2,116,815
|
|
|
1,794,207
|
|
||
Consumer loans:
|
|
|
|
||||
Residential mortgage loans at fair value
|
695
|
|
|
2,857
|
|
||
Total loans held for sale
|
$
|
2,117,510
|
|
|
$
|
1,797,064
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
(amounts in thousands)
|
|
|
|
||||
Commercial:
|
|
|
|
||||
Multi-family
|
$
|
3,214,999
|
|
|
$
|
2,909,439
|
|
Commercial and industrial (including owner occupied commercial real estate)
|
1,370,853
|
|
|
1,111,400
|
|
||
Commercial real estate non-owner occupied
|
1,193,715
|
|
|
956,255
|
|
||
Construction
|
64,789
|
|
|
87,240
|
|
||
Total commercial loans
|
5,844,356
|
|
|
5,064,334
|
|
||
Consumer:
|
|
|
|
||||
Residential real estate
|
193,502
|
|
|
271,613
|
|
||
Manufactured housing
|
101,730
|
|
|
113,490
|
|
||
Other
|
2,726
|
|
|
3,124
|
|
||
Total consumer loans
|
297,958
|
|
|
388,227
|
|
||
Total loans receivable
|
6,142,314
|
|
|
5,452,561
|
|
||
Deferred costs and unamortized premiums, net
|
76
|
|
|
334
|
|
||
Allowance for loan losses
|
(37,315
|
)
|
|
(35,647
|
)
|
||
Loans receivable, net of allowance for loan losses
|
$
|
6,105,075
|
|
|
$
|
5,417,248
|
|
|
December 31, 2016
|
||||||||||||||||||||||||||
|
30-89 Days
Past Due (1)
|
|
90 Or
More Days
Past Due (1)
|
|
Total Past
Due Still
Accruing (1)
|
|
Non-
Accrual
|
|
Current (2)
|
|
Purchased-
Credit-
Impaired
Loans (3)
|
|
Total Loans (4)
|
||||||||||||||
(amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Multi-family
|
$
|
12,573
|
|
|
$
|
—
|
|
|
$
|
12,573
|
|
|
$
|
—
|
|
|
$
|
3,200,322
|
|
|
$
|
2,104
|
|
|
$
|
3,214,999
|
|
Commercial and industrial
|
350
|
|
|
—
|
|
|
350
|
|
|
8,443
|
|
|
967,391
|
|
|
1,037
|
|
|
977,221
|
|
|||||||
Commercial real estate - owner occupied
|
137
|
|
|
—
|
|
|
137
|
|
|
2,039
|
|
|
379,227
|
|
|
12,229
|
|
|
393,632
|
|
|||||||
Commercial real estate - non-owner occupied
|
—
|
|
|
—
|
|
|
—
|
|
|
2,057
|
|
|
1,185,331
|
|
|
6,327
|
|
|
1,193,715
|
|
|||||||
Construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
64,789
|
|
|
—
|
|
|
64,789
|
|
|||||||
Residential real estate
|
4,417
|
|
|
—
|
|
|
4,417
|
|
|
2,959
|
|
|
178,559
|
|
|
7,567
|
|
|
193,502
|
|
|||||||
Manufactured housing (5)
|
3,761
|
|
|
2,813
|
|
|
6,574
|
|
|
2,236
|
|
|
89,850
|
|
|
3,070
|
|
|
101,730
|
|
|||||||
Other consumer
|
12
|
|
|
—
|
|
|
12
|
|
|
58
|
|
|
2,420
|
|
|
236
|
|
|
2,726
|
|
|||||||
Total
|
$
|
21,250
|
|
|
$
|
2,813
|
|
|
$
|
24,063
|
|
|
$
|
17,792
|
|
|
$
|
6,067,889
|
|
|
$
|
32,570
|
|
|
$
|
6,142,314
|
|
|
December 31, 2015
|
||||||||||||||||||||||||||
|
30-89 Days
Past Due (1)
|
|
90 Or
More Days
Past Due (1)
|
|
Total Past
Due Still
Accruing (1)
|
|
Non-
Accrual
|
|
Current (2)
|
|
Purchased-
Credit-
Impaired
Loans (3)
|
|
Total Loans (4)
|
||||||||||||||
(amounts in thousands)
|
|
|
|||||||||||||||||||||||||
Multi-family
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,905,789
|
|
|
$
|
3,650
|
|
|
$
|
2,909,439
|
|
Commercial and industrial
|
39
|
|
|
—
|
|
|
39
|
|
|
1,973
|
|
|
799,595
|
|
|
1,552
|
|
|
803,159
|
|
|||||||
Commercial real estate - owner occupied
|
268
|
|
|
—
|
|
|
268
|
|
|
2,700
|
|
|
292,312
|
|
|
12,961
|
|
|
308,241
|
|
|||||||
Commercial real estate - non-owner occupied
|
1,997
|
|
|
—
|
|
|
1,997
|
|
|
1,307
|
|
|
940,895
|
|
|
12,056
|
|
|
956,255
|
|
|||||||
Construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
87,006
|
|
|
234
|
|
|
87,240
|
|
|||||||
Residential real estate
|
2,986
|
|
|
—
|
|
|
2,986
|
|
|
2,202
|
|
|
257,984
|
|
|
8,441
|
|
|
271,613
|
|
|||||||
Manufactured housing (5)
|
3,752
|
|
|
2,805
|
|
|
6,557
|
|
|
2,449
|
|
|
101,132
|
|
|
3,352
|
|
|
113,490
|
|
|||||||
Other consumer
|
107
|
|
|
—
|
|
|
107
|
|
|
140
|
|
|
2,643
|
|
|
234
|
|
|
3,124
|
|
|||||||
Total
|
$
|
9,149
|
|
|
$
|
2,805
|
|
|
$
|
11,954
|
|
|
$
|
10,771
|
|
|
$
|
5,387,356
|
|
|
$
|
42,480
|
|
|
$
|
5,452,561
|
|
(1)
|
Includes past due loans that are accruing interest because collection is considered probable.
|
(2)
|
Loans where next payment due is less than
30 days
from the report date.
|
(3)
|
Purchased-credit-impaired loans aggregated into a pool are accounted for as a single asset with a single composite interest rate and an aggregate expectation of cash flows, and the past due status of the pools, or that of the individual loans within the pools, is not meaningful. Because of the credit impaired nature of the loans, the loans are recorded at a discount reflecting estimated future cash flows and the Bank recognizes interest income on each pool of loans reflecting the estimated yield and passage of time. Such loans are considered to be performing. Purchased-credit-impaired loans that are not in pools accrete interest when the timing and amount of their expected cash flows are reasonably estimable, and are reported as performing loans.
|
(4)
|
Amounts exclude deferred costs and fees, unamortized premiums and discounts, and the allowance for loan losses.
|
(5)
|
Manufactured housing loans purchased in 2010 are supported by cash reserves held at the Bank that are used to fund past-due payments when the loan becomes
90 days
or more delinquent. Subsequent purchases are subject to varying provisions in the event of borrowers’ delinquencies.
|
Twelve months ended December 31, 2015
|
Multi-family
|
|
Commercial
and
Industrial
|
|
Commercial
Real Estate Owner Occupied
|
|
Commercial
Real Estate Non-Owner Occupied
|
|
Construction
|
|
Residential
Real Estate
|
|
Manufactured
Housing |
|
Other Consumer
|
|
Total
|
||||||||||||||||||
(amounts in thousands)
|
|
||||||||||||||||||||||||||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Ending Balance, December 31, 2014
|
$
|
8,493
|
|
|
$
|
4,784
|
|
|
$
|
4,336
|
|
|
$
|
9,198
|
|
|
$
|
1,047
|
|
|
$
|
2,698
|
|
|
$
|
262
|
|
|
$
|
114
|
|
|
$
|
30,932
|
|
Charge-offs
|
—
|
|
|
(11,331
|
)
|
|
(378
|
)
|
|
(327
|
)
|
|
(1,064
|
)
|
|
(276
|
)
|
|
—
|
|
|
(36
|
)
|
|
(13,412
|
)
|
|||||||||
Recoveries
|
—
|
|
|
548
|
|
|
14
|
|
|
—
|
|
|
204
|
|
|
575
|
|
|
—
|
|
|
92
|
|
|
1,433
|
|
|||||||||
Provision for loan losses
|
3,523
|
|
|
14,863
|
|
|
(2,624
|
)
|
|
(451
|
)
|
|
887
|
|
|
301
|
|
|
232
|
|
|
(37
|
)
|
|
16,694
|
|
|||||||||
Ending Balance, December 31, 2015
|
$
|
12,016
|
|
|
$
|
8,864
|
|
|
$
|
1,348
|
|
|
$
|
8,420
|
|
|
$
|
1,074
|
|
|
$
|
3,298
|
|
|
$
|
494
|
|
|
$
|
133
|
|
|
$
|
35,647
|
|
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Individually evaluated for impairment
|
$
|
661
|
|
|
$
|
17,621
|
|
|
$
|
8,329
|
|
|
$
|
4,831
|
|
|
$
|
—
|
|
|
$
|
4,726
|
|
|
$
|
8,300
|
|
|
$
|
140
|
|
|
$
|
44,608
|
|
Collectively evaluated for impairment
|
2,905,128
|
|
|
783,986
|
|
|
286,951
|
|
|
939,368
|
|
|
87,006
|
|
|
258,446
|
|
|
101,838
|
|
|
2,750
|
|
|
5,365,473
|
|
|||||||||
Loans acquired with credit deterioration
|
3,650
|
|
|
1,552
|
|
|
12,961
|
|
|
12,056
|
|
|
234
|
|
|
8,441
|
|
|
3,352
|
|
|
234
|
|
|
42,480
|
|
|||||||||
|
$
|
2,909,439
|
|
|
$
|
803,159
|
|
|
$
|
308,241
|
|
|
$
|
956,255
|
|
|
$
|
87,240
|
|
|
$
|
271,613
|
|
|
$
|
113,490
|
|
|
$
|
3,124
|
|
|
$
|
5,452,561
|
|
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Individually evaluated for impairment
|
$
|
—
|
|
|
$
|
1,990
|
|
|
$
|
1
|
|
|
$
|
148
|
|
|
$
|
—
|
|
|
$
|
84
|
|
|
$
|
—
|
|
|
$
|
50
|
|
|
$
|
2,273
|
|
Collectively evaluated for impairment
|
12,016
|
|
|
6,650
|
|
|
1,347
|
|
|
3,858
|
|
|
1,074
|
|
|
2,141
|
|
|
98
|
|
|
28
|
|
|
27,212
|
|
|||||||||
Loans acquired with credit deterioration
|
—
|
|
|
224
|
|
|
—
|
|
|
4,414
|
|
|
—
|
|
|
1,073
|
|
|
396
|
|
|
55
|
|
|
6,162
|
|
|||||||||
|
$
|
12,016
|
|
|
$
|
8,864
|
|
|
$
|
1,348
|
|
|
$
|
8,420
|
|
|
$
|
1,074
|
|
|
$
|
3,298
|
|
|
$
|
494
|
|
|
$
|
133
|
|
|
$
|
35,647
|
|
|
December 31, 2016
|
|
Twelve months ended December 31, 2016
|
||||||||||||||||
|
Recorded
Investment
Net of
Charge Offs
|
|
Unpaid
Principal
Balance
|
|
Related
Allowance
|
|
Average
Recorded
Investment
|
|
Interest
Income
Recognized
|
||||||||||
(amounts in thousands)
|
|
||||||||||||||||||
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
||||||||||
Multi-family
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
964
|
|
|
$
|
53
|
|
Commercial and industrial
|
2,396
|
|
|
3,430
|
|
|
—
|
|
|
15,424
|
|
|
804
|
|
|||||
Commercial real estate - owner occupied
|
1,210
|
|
|
1,210
|
|
|
—
|
|
|
7,963
|
|
|
426
|
|
|||||
Commercial real estate - non-owner occupied
|
2,002
|
|
|
2,114
|
|
|
—
|
|
|
5,265
|
|
|
155
|
|
|||||
Construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other consumer
|
57
|
|
|
57
|
|
|
—
|
|
|
47
|
|
|
—
|
|
|||||
Residential real estate
|
6,682
|
|
|
6,749
|
|
|
—
|
|
|
4,567
|
|
|
120
|
|
|||||
Manufactured housing
|
9,665
|
|
|
9,665
|
|
|
—
|
|
|
8,961
|
|
|
465
|
|
|||||
With an allowance recorded:
|
|
|
|
|
|
|
|
|
|
||||||||||
Multi-family
|
—
|
|
|
—
|
|
|
—
|
|
|
232
|
|
|
—
|
|
|||||
Commercial and industrial
|
6,120
|
|
|
6,120
|
|
|
1,024
|
|
|
7,028
|
|
|
436
|
|
|||||
Commercial real estate - owner occupied
|
840
|
|
|
840
|
|
|
287
|
|
|
173
|
|
|
—
|
|
|||||
Commercial real estate - non-owner occupied
|
149
|
|
|
204
|
|
|
14
|
|
|
380
|
|
|
—
|
|
|||||
Other consumer
|
—
|
|
|
—
|
|
|
—
|
|
|
29
|
|
|
—
|
|
|||||
Residential real estate
|
290
|
|
|
303
|
|
|
35
|
|
|
395
|
|
|
—
|
|
|||||
Total
|
$
|
29,411
|
|
|
$
|
30,692
|
|
|
$
|
1,360
|
|
|
$
|
51,428
|
|
|
$
|
2,459
|
|
|
December 31, 2015
|
|
Twelve months ended December 31, 2015
|
||||||||||||||||
|
Recorded
Investment
Net of
Charge Offs
|
|
Unpaid
Principal
Balance
|
|
Related
Allowance
|
|
Average
Recorded
Investment
|
|
Interest
Income
Recognized
|
||||||||||
(amounts in thousands)
|
|
||||||||||||||||||
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
||||||||||
Multi-family
|
$
|
661
|
|
|
$
|
661
|
|
|
$
|
—
|
|
|
$
|
267
|
|
|
$
|
24
|
|
Commercial and industrial
|
12,056
|
|
|
13,028
|
|
|
—
|
|
|
8,543
|
|
|
891
|
|
|||||
Commercial real estate - owner occupied
|
8,317
|
|
|
8,317
|
|
|
—
|
|
|
6,526
|
|
|
454
|
|
|||||
Commercial real estate - non-owner occupied
|
4,276
|
|
|
4,276
|
|
|
|
|
6,605
|
|
|
648
|
|
||||||
Construction
|
—
|
|
|
—
|
|
|
—
|
|
|
749
|
|
|
—
|
|
|||||
Other consumer
|
48
|
|
|
48
|
|
|
—
|
|
|
42
|
|
|
1
|
|
|||||
Residential real estate
|
4,331
|
|
|
4,331
|
|
|
—
|
|
|
2,254
|
|
|
86
|
|
|||||
Manufactured housing
|
8,300
|
|
|
8,300
|
|
|
—
|
|
|
5,433
|
|
|
368
|
|
|||||
With an allowance recorded:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
5,565
|
|
|
5,914
|
|
|
1,990
|
|
|
9,331
|
|
|
191
|
|
|||||
Commercial real estate - owner occupied
|
12
|
|
|
12
|
|
|
1
|
|
|
15
|
|
|
1
|
|
|||||
Commercial real estate - non-owner occupied
|
555
|
|
|
555
|
|
|
148
|
|
|
817
|
|
|
12
|
|
|||||
Other consumer
|
92
|
|
|
92
|
|
|
50
|
|
|
83
|
|
|
—
|
|
|||||
Residential real estate
|
395
|
|
|
395
|
|
|
84
|
|
|
426
|
|
|
2
|
|
|||||
Total
|
$
|
44,608
|
|
|
$
|
45,929
|
|
|
$
|
2,273
|
|
|
$
|
41,091
|
|
|
$
|
2,678
|
|
|
For the Years Ended December 31,
|
|||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
|
Number
of Loans |
|
Recorded
Investment |
|
Number
of Loans |
|
Recorded
Investment |
|
Number
of Loans |
|
Recorded
Investment |
|||||||||
(dollars in thousands)
|
|
|
|
|
|
|||||||||||||||
Extensions of maturity
|
3
|
|
|
$
|
1,995
|
|
|
1
|
|
|
$
|
183
|
|
|
11
|
|
|
$
|
460
|
|
Interest-rate reductions
|
61
|
|
|
4,621
|
|
|
161
|
|
|
7,274
|
|
|
10
|
|
|
620
|
|
|||
Total
|
64
|
|
|
$
|
6,616
|
|
|
162
|
|
|
$
|
7,457
|
|
|
21
|
|
|
$
|
1,080
|
|
|
For the Years Ended December 31,
|
|||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
|
Number
of Loans
|
|
Recorded
Investment
|
|
Number
of Loans
|
|
Recorded
Investment
|
|
Number
of Loans |
|
Recorded
Investment |
|||||||||
(dollars in thousands)
|
|
|
|
|
|
|
|
|||||||||||||
Commercial and industrial
|
1
|
|
|
$
|
76
|
|
|
3
|
|
|
$
|
791
|
|
|
—
|
|
|
$
|
—
|
|
Commercial real estate non-owner occupied
|
1
|
|
|
1,844
|
|
|
1
|
|
|
211
|
|
|
—
|
|
|
—
|
|
|||
Manufactured housing
|
58
|
|
|
2,286
|
|
|
156
|
|
|
6,251
|
|
|
10
|
|
|
$
|
620
|
|
||
Residential real estate
|
4
|
|
|
2,410
|
|
|
2
|
|
|
204
|
|
|
11
|
|
|
460
|
|
|||
Total loans
|
64
|
|
|
$
|
6,616
|
|
|
162
|
|
|
$
|
7,457
|
|
|
21
|
|
|
$
|
1,080
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
(amounts in thousands)
|
|
||||||||||
Accretable yield balance, beginning of period
|
$
|
12,947
|
|
|
$
|
17,606
|
|
|
$
|
22,557
|
|
Accretion to interest income
|
(3,760
|
)
|
|
(2,299
|
)
|
|
(3,201
|
)
|
|||
Reclassification from nonaccretable difference and disposals, net
|
1,015
|
|
|
(2,360
|
)
|
|
(1,750
|
)
|
|||
Accretable yield balance, end of period
|
$
|
10,202
|
|
|
$
|
12,947
|
|
|
$
|
17,606
|
|
|
Allowance for Loan Losses
For The Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
(amounts in thousands)
|
|
||||||||||
Ending balance as of December 31,
|
$
|
35,647
|
|
|
$
|
30,932
|
|
|
$
|
23,998
|
|
Provision for loan losses (1)
|
2,634
|
|
|
16,694
|
|
|
10,058
|
|
|||
Provision for BankMobile loans (presented as discontinued operations)
|
696
|
|
|
—
|
|
|
—
|
|
|||
Charge-offs
|
(3,709
|
)
|
|
(13,412
|
)
|
|
(4,947
|
)
|
|||
Charge-offs for BankMobile loans
|
(696
|
)
|
|
—
|
|
|
—
|
|
|||
Recoveries
|
2,743
|
|
|
1,433
|
|
|
1,823
|
|
|||
Ending balance as of December 31,
|
$
|
37,315
|
|
|
$
|
35,647
|
|
|
$
|
30,932
|
|
|
FDIC Loss Sharing Receivable
For The Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
(amounts in thousands)
|
|
||||||||||
Ending balance as of December 31,
|
$
|
(2,083
|
)
|
|
$
|
2,320
|
|
|
$
|
10,046
|
|
Increased (decreased) estimated cash flows (2)
|
289
|
|
|
(3,872
|
)
|
|
(4,689
|
)
|
|||
Increased estimated cash flows from covered OREO (a)
|
—
|
|
|
3,138
|
|
|
—
|
|
|||
Other activity, net (b)
|
(255
|
)
|
|
248
|
|
|
2,409
|
|
|||
Cash payments to (receipts from) the FDIC
|
2,049
|
|
|
(3,917
|
)
|
|
(5,446
|
)
|
|||
Ending balance as of December 31,
|
$
|
—
|
|
|
$
|
(2,083
|
)
|
|
$
|
2,320
|
|
|
|
|
|
|
|
||||||
(1) Provision for loan losses
|
$
|
2,634
|
|
|
$
|
16,694
|
|
|
$
|
10,058
|
|
(2) Effect attributable to FDIC loss share arrangements
|
(289
|
)
|
|
3,872
|
|
|
4,689
|
|
|||
Net amount reported as provision for loan losses (from continuing operations)
|
$
|
2,345
|
|
|
$
|
20,566
|
|
|
$
|
14,747
|
|
|
December 31, 2016
|
||||||||||||||||||||||||||||||||||
|
Multi-family
|
|
Commercial
and Industrial |
|
Commercial
Real Estate Owner Occupied |
|
Commercial
Real Estate Non-Owner Occupied |
|
Construction
|
|
Residential
Real Estate |
|
Manufactured
Housing |
|
Other Consumer
|
|
Total
|
||||||||||||||||||
(amounts in thousands)
|
|
|
|
||||||||||||||||||||||||||||||||
Pass/Satisfactory
|
$
|
3,198,290
|
|
|
$
|
943,356
|
|
|
$
|
375,919
|
|
|
$
|
1,175,850
|
|
|
$
|
50,291
|
|
|
$
|
189,919
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,933,625
|
|
Special Mention
|
—
|
|
|
19,552
|
|
|
12,065
|
|
|
10,824
|
|
|
14,498
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
56,939
|
|
|||||||||
Substandard
|
16,709
|
|
|
14,313
|
|
|
5,648
|
|
|
7,041
|
|
|
—
|
|
|
3,583
|
|
|
—
|
|
|
—
|
|
|
47,294
|
|
|||||||||
Performing (1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
92,920
|
|
|
2,656
|
|
|
95,576
|
|
|||||||||
Non-performing (2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,810
|
|
|
70
|
|
|
8,880
|
|
|||||||||
Total
|
$
|
3,214,999
|
|
|
$
|
977,221
|
|
|
$
|
393,632
|
|
|
$
|
1,193,715
|
|
|
$
|
64,789
|
|
|
$
|
193,502
|
|
|
$
|
101,730
|
|
|
$
|
2,726
|
|
|
$
|
6,142,314
|
|
|
December 31, 2015
|
||||||||||||||||||||||||||||||||||
|
Multi-family
|
|
Commercial
and
Industrial
|
|
Commercial
Real Estate Owner Occupied
|
|
Commercial
Real Estate Non-Owner Occupied
|
|
Construction
|
|
Residential
Real Estate
|
|
Manufactured
Housing |
|
Other Consumer
|
|
Total
|
||||||||||||||||||
(amounts in thousands)
|
|
|
|
||||||||||||||||||||||||||||||||
Pass/Satisfactory
|
$
|
2,907,362
|
|
|
$
|
784,892
|
|
|
$
|
295,762
|
|
|
$
|
950,886
|
|
|
$
|
87,240
|
|
|
$
|
268,210
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,294,352
|
|
Special Mention
|
661
|
|
|
14,052
|
|
|
7,840
|
|
|
1,671
|
|
|
—
|
|
|
282
|
|
|
—
|
|
|
—
|
|
|
24,506
|
|
|||||||||
Substandard
|
1,416
|
|
|
4,215
|
|
|
4,639
|
|
|
3,698
|
|
|
—
|
|
|
3,121
|
|
|
—
|
|
|
—
|
|
|
17,089
|
|
|||||||||
Performing (1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
104,484
|
|
|
2,877
|
|
|
107,361
|
|
|||||||||
Non-performing (2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,006
|
|
|
247
|
|
|
9,253
|
|
|||||||||
Total
|
$
|
2,909,439
|
|
|
$
|
803,159
|
|
|
$
|
308,241
|
|
|
$
|
956,255
|
|
|
$
|
87,240
|
|
|
$
|
271,613
|
|
|
$
|
113,490
|
|
|
$
|
3,124
|
|
|
$
|
5,452,561
|
|
(1)
|
Includes consumer and other installment loans not subject to risk ratings.
|
(2)
|
Includes loans that are past due and still accruing interest and loans on non-accrual status.
|
|
|
|
December 31,
|
||||||
|
Expected Useful Life
|
|
2016
|
|
2015
|
||||
(amounts in thousands)
|
|
||||||||
Leasehold improvements
|
3 to 25 years
|
|
$
|
13,665
|
|
|
$
|
12,506
|
|
Furniture, fixtures and equipment
|
5 to 10 years
|
|
6,036
|
|
|
5,245
|
|
||
IT equipment
|
3 to 5 years
|
|
6,502
|
|
|
5,558
|
|
||
Automobiles
|
3 to 5 years
|
|
506
|
|
|
206
|
|
||
|
|
26,709
|
|
|
23,515
|
|
|||
Accumulated depreciation
|
|
(14,450
|
)
|
|
(12,369
|
)
|
|||
Total
|
|
$
|
12,259
|
|
|
$
|
11,146
|
|
|
December 31, 2016
|
||
(amounts in thousands)
|
|||
2017
|
$
|
3,897
|
|
2018
|
3,988
|
|
|
2019
|
3,355
|
|
|
2020
|
2,835
|
|
|
2021
|
2,390
|
|
|
Thereafter
|
8,063
|
|
|
Total minimum payments
|
$
|
24,528
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
(amounts in thousands)
|
|
|
|
||||
Demand, non-interest bearing
|
$
|
512,664
|
|
|
$
|
408,874
|
|
Demand, interest bearing
|
339,398
|
|
|
127,215
|
|
||
Savings, including money market deposit accounts
|
3,163,156
|
|
|
2,778,747
|
|
||
Time, $100,000 and over
|
2,106,905
|
|
|
1,624,562
|
|
||
Time, other
|
724,857
|
|
|
723,035
|
|
||
Total deposits
|
$
|
6,846,980
|
|
|
$
|
5,662,433
|
|
|
December 31, 2016
|
||
(amounts in thousands)
|
|
||
2017
|
$
|
2,047,297
|
|
2018
|
446,220
|
|
|
2019
|
198,735
|
|
|
2020
|
47,729
|
|
|
2021
|
91,705
|
|
|
Thereafter
|
76
|
|
|
Total time deposits
|
$
|
2,831,762
|
|
|
December 31,
|
||||||||||||
|
2016
|
|
2015
|
||||||||||
|
Amount
|
|
Rate
|
|
Amount
|
|
Rate
|
||||||
(amounts in thousands)
|
|
||||||||||||
FHLB advances
|
$
|
688,800
|
|
|
0.85
|
%
|
|
$
|
1,365,300
|
|
|
0.48
|
%
|
Federal funds purchased
|
83,000
|
|
|
0.74
|
|
|
70,000
|
|
|
0.56
|
|
||
Total short-term debt
|
$
|
771,800
|
|
|
|
|
$
|
1,435,300
|
|
|
|
|
December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
(amounts in thousands)
|
|
||||||||||
FHLB advances:
|
|
|
|
|
|
||||||
Maximum outstanding at any month end
|
$
|
1,697,800
|
|
|
$
|
1,365,300
|
|
|
$
|
1,383,000
|
|
Average balance during the year
|
965,293
|
|
|
844,835
|
|
|
898,396
|
|
|||
Weighted-average interest rate during the year
|
0.95
|
%
|
|
0.60
|
%
|
|
0.46
|
%
|
|||
Federal funds purchased:
|
|
|
|
|
|
||||||
Maximum outstanding at any month end
|
137,000
|
|
|
85,000
|
|
|
35,000
|
|
|||
Average balance during the year
|
84,514
|
|
|
41,397
|
|
|
13,312
|
|
|||
Weighted-average interest rate during the year
|
0.58
|
%
|
|
0.35
|
%
|
|
0.31
|
%
|
|
December 31,
|
||||||||||||
|
2016
|
|
2015
|
||||||||||
|
Amount
|
|
Rate
|
|
Amount
|
|
Rate
|
||||||
(amounts in thousands)
|
|
||||||||||||
2017
|
$
|
—
|
|
|
—
|
%
|
|
$
|
205,000
|
|
|
1.18
|
%
|
2018
|
180,000
|
|
|
1.32
|
|
|
55,000
|
|
|
1.61
|
|
||
|
$
|
180,000
|
|
|
|
|
$
|
260,000
|
|
|
|
•
|
a cash dividend on its Series C Preferred Stock of
$0.4375
per share.
|
•
|
Total shareholder returns over the
five
-year vesting period must be a minimum of
50%
, or
|
•
|
Customers Bancorp must have achieved at least a
7%
compound annual increase in core earnings per share over the five-year vesting period.
|
|
2016
|
|
2015
|
|
2014
|
||||||
Weighted-average risk-free interest rate
|
1.84
|
%
|
|
1.90
|
%
|
|
2.16
|
%
|
|||
Expected dividend yield
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|||
Weighted-average expected volatility
|
23.39
|
%
|
|
21.18
|
%
|
|
18.00
|
%
|
|||
Weighted-average expected life (in years)
|
7.00
|
|
|
7.00
|
|
|
7.00
|
|
|||
Weighted-average fair value of each option granted
|
$
|
7.61
|
|
|
$
|
6.42
|
|
|
$
|
4.52
|
|
|
Number
of Shares
|
|
Weighted-
average
Exercise
Price
|
|
Weighted-
average
Remaining
Contractual
Term
in Years
|
|
Aggregate
Intrinsic
Value
|
|||||
(dollars in thousands, except weighted-average exercise price)
|
|
|||||||||||
Outstanding, December 31, 2015
|
3,731,761
|
|
|
$
|
14.33
|
|
|
|
|
|
||
Granted
|
297,725
|
|
|
25.92
|
|
|
|
|
|
|||
Exercised
|
(46,171
|
)
|
|
10.31
|
|
|
|
|
658
|
|
||
Forfeited
|
(23,275
|
)
|
|
13.90
|
|
|
|
|
|
|||
Outstanding, December 31, 2016
|
3,960,040
|
|
|
$
|
15.25
|
|
|
6.10
|
|
$
|
81,439
|
|
Exercisable at December 31, 2016
|
1,094,078
|
|
|
$
|
10.03
|
|
|
3.77
|
|
$
|
28,221
|
|
|
Restricted
Stock Units
|
|
Weighted-
average grant-
date fair value
|
|||
Outstanding and unvested at December 31, 2015
|
873,264
|
|
|
$
|
14.24
|
|
Granted
|
247,285
|
|
|
23.85
|
|
|
Vested
|
(473,066
|
)
|
|
12.15
|
|
|
Forfeited
|
(1,978
|
)
|
|
22.84
|
|
|
Outstanding and unvested at December 31, 2016
|
645,505
|
|
|
$
|
19.43
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
(amounts in thousands)
|
|
||||||||||
Current
|
$
|
53,991
|
|
|
$
|
42,756
|
|
|
$
|
27,169
|
|
Deferred
|
(2,579
|
)
|
|
(10,092
|
)
|
|
(6,187
|
)
|
|||
Income tax expense from continuing operations
|
51,412
|
|
|
32,664
|
|
|
20,982
|
|
|||
Income tax benefit from discontinued operations
|
(5,519
|
)
|
|
(2,752
|
)
|
|
(808
|
)
|
|||
Total
|
$
|
45,893
|
|
|
$
|
29,912
|
|
|
$
|
20,174
|
|
|
For the Years Ended December 31,
|
|||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
|
Amount
|
|
% of
pretax income |
|
Amount
|
|
% of
pretax income |
|
Amount
|
|
% of
pretax income |
|||||||||
(amounts in thousands)
|
|
|||||||||||||||||||
Federal income tax at statutory rate
|
$
|
48,691
|
|
|
35.00
|
%
|
|
$
|
33,508
|
|
|
35.00
|
%
|
|
$
|
22,930
|
|
|
35.00
|
%
|
State income tax
|
4,983
|
|
|
3.58
|
|
|
1,651
|
|
|
1.72
|
|
|
1,418
|
|
|
2.16
|
|
|||
Tax-exempt interest, net of disallowance
|
(237
|
)
|
|
(0.17
|
)
|
|
(277
|
)
|
|
(0.29
|
)
|
|
(249
|
)
|
|
(0.38
|
)
|
|||
Bank-owned life insurance
|
(1,716
|
)
|
|
(1.23
|
)
|
|
(2,422
|
)
|
|
(2.53
|
)
|
|
(1,296
|
)
|
|
(1.98
|
)
|
|||
Equity-based compensation benefit
|
(3,715
|
)
|
|
(2.67
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Unrecorded basis difference in foreign subsidiary
|
2,830
|
|
|
2.03
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Other
|
576
|
|
|
0.42
|
|
|
204
|
|
|
0.22
|
|
|
(1,821
|
)
|
|
(2.77
|
)
|
|||
Effective income tax rate
|
$
|
51,412
|
|
|
36.96
|
%
|
|
$
|
32,664
|
|
|
34.12
|
%
|
|
$
|
20,982
|
|
|
32.03
|
%
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
(amounts in thousands)
|
|
||||||
Deferred tax assets:
|
|
|
|
||||
Allowance for loan losses
|
$
|
14,540
|
|
|
$
|
13,248
|
|
Net unrealized losses on securities
|
1,714
|
|
|
3,112
|
|
||
OREO expenses
|
1,233
|
|
|
728
|
|
||
Non-accrual interest
|
589
|
|
|
840
|
|
||
Net operating losses
|
2,137
|
|
|
2,290
|
|
||
Deferred compensation
|
1,523
|
|
|
1,337
|
|
||
Equity-based compensation
|
5,548
|
|
|
5,196
|
|
||
Fair value adjustments on acquisitions
|
—
|
|
|
428
|
|
||
Cash flow hedge
|
1,413
|
|
|
1,679
|
|
||
Incentive compensation
|
3,041
|
|
|
2,497
|
|
||
Other
|
1,972
|
|
|
1,374
|
|
||
Total deferred tax assets
|
33,710
|
|
|
32,729
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Fair value adjustments on acquisitions
|
(1,039
|
)
|
|
—
|
|
||
Net deferred loan fees
|
(1,090
|
)
|
|
(2,688
|
)
|
||
Bank premises and equipment
|
(713
|
)
|
|
(875
|
)
|
||
Other
|
(1,379
|
)
|
|
(592
|
)
|
||
Total deferred tax liabilities
|
(4,221
|
)
|
|
(4,155
|
)
|
||
Net deferred tax asset
|
$
|
29,489
|
|
|
$
|
28,574
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
(amounts in thousands)
|
|
||||||||||
Balance – January 1
|
$
|
220
|
|
|
$
|
9
|
|
|
$
|
7,273
|
|
Additions
|
1,160
|
|
|
2,218
|
|
|
5
|
|
|||
Repayments
|
(1,142
|
)
|
|
(2,007
|
)
|
|
(7,269
|
)
|
|||
Balance – December 31
|
$
|
238
|
|
|
$
|
220
|
|
|
$
|
9
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
(amounts in thousands)
|
|
||||||
Commitments to fund loans
|
$
|
244,784
|
|
|
$
|
537,380
|
|
Unfunded commitments to fund mortgage warehouse loans
|
1,230,596
|
|
|
1,302,759
|
|
||
Unfunded commitments under lines of credit
|
480,446
|
|
|
436,550
|
|
||
Letters of credit
|
40,223
|
|
|
42,002
|
|
||
Other unused commitments
|
5,310
|
|
|
6,360
|
|
|
Actual
|
|
For Capital Adequacy
Purposes
(Minimum Plus Capital Buffer)
|
|
To Be Well Capitalized
Under
Prompt Corrective Action
Provisions
|
|||||||||||||||
(amounts in thousands)
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|||||||||
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Common equity Tier 1 (to risk-weighted assets)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Customers Bancorp, Inc.
|
$
|
628,139
|
|
|
8.487
|
%
|
|
$
|
379,306
|
|
|
5.125
|
%
|
|
N/A
|
|
|
N/A
|
|
|
Customers Bank
|
$
|
857,421
|
|
|
11.626
|
%
|
|
$
|
377,973
|
|
|
5.125
|
%
|
|
$
|
479,380
|
|
|
6.500
|
%
|
Tier 1 capital (to risk-weighted assets)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Customers Bancorp, Inc.
|
$
|
844,755
|
|
|
11.414
|
%
|
|
$
|
490,322
|
|
|
6.625
|
%
|
|
N/A
|
|
|
N/A
|
|
|
Customers Bank
|
$
|
857,421
|
|
|
11.626
|
%
|
|
$
|
488,599
|
|
|
6.625
|
%
|
|
$
|
590,006
|
|
|
8.000
|
%
|
Total capital (to risk-weighted assets)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Customers Bancorp, Inc.
|
$
|
966,097
|
|
|
13.053
|
%
|
|
$
|
638,343
|
|
|
8.625
|
%
|
|
N/A
|
|
|
N/A
|
|
|
Customers Bank
|
$
|
1,003,609
|
|
|
13.608
|
%
|
|
$
|
636,101
|
|
|
8.625
|
%
|
|
$
|
737,508
|
|
|
10.000
|
%
|
Tier 1 capital (to average assets)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Customers Bancorp, Inc.
|
$
|
844,755
|
|
|
9.067
|
%
|
|
$
|
372,652
|
|
|
4.000
|
%
|
|
N/A
|
|
|
N/A
|
|
|
Customers Bank
|
$
|
857,421
|
|
|
9.233
|
%
|
|
$
|
371,466
|
|
|
4.000
|
%
|
|
$
|
464,333
|
|
|
5.000
|
%
|
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Common equity Tier 1 (to risk-weighted assets)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Customers Bancorp, Inc.
|
$
|
500,624
|
|
|
7.610
|
%
|
|
$
|
296,014
|
|
|
4.500
|
%
|
|
N/A
|
|
|
N/A
|
|
|
Customers Bank
|
$
|
565,217
|
|
|
8.620
|
%
|
|
$
|
294,916
|
|
|
4.500
|
%
|
|
$
|
425,990
|
|
|
6.500
|
%
|
Tier 1 capital (to risk-weighted assets)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Customers Bancorp, Inc.
|
$
|
556,193
|
|
|
8.460
|
%
|
|
$
|
394,685
|
|
|
6.000
|
%
|
|
N/A
|
|
|
N/A
|
|
|
Customers Bank
|
$
|
565,217
|
|
|
8.620
|
%
|
|
$
|
393,221
|
|
|
6.000
|
%
|
|
$
|
524,295
|
|
|
8.000
|
%
|
Total capital (to risk-weighted assets)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Customers Bancorp, Inc.
|
$
|
698,323
|
|
|
10.620
|
%
|
|
$
|
526,247
|
|
|
8.000
|
%
|
|
N/A
|
|
|
N/A
|
|
|
Customers Bank
|
$
|
710,864
|
|
|
10.850
|
%
|
|
$
|
524,295
|
|
|
8.000
|
%
|
|
$
|
655,369
|
|
|
10.000
|
%
|
Tier 1 capital (to average assets)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Customers Bancorp, Inc.
|
$
|
556,193
|
|
|
7.160
|
%
|
|
$
|
310,812
|
|
|
4.000
|
%
|
|
N/A
|
|
|
N/A
|
|
|
Customers Bank
|
$
|
565,217
|
|
|
7.300
|
%
|
|
$
|
309,883
|
|
|
4.000
|
%
|
|
$
|
387,353
|
|
|
5.000
|
%
|
Level 1:
|
Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
|
|
|
Level 2:
|
Quoted prices in markets that are not active, or inputs that are observable either directly or indirectly, for substantially the full term of the asset or liability.
|
|
|
Level 3:
|
Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported with little or no market activity).
|
|
Carrying
Amount
|
|
Estimated
Fair Value
|
|
Fair Value Measurements at December 31, 2016
|
||||||||||||||
Quoted
Prices in
Active
Markets for
Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|||||||||||||||
(amounts in thousands)
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
244,709
|
|
|
$
|
244,709
|
|
|
$
|
244,709
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Investment securities, available for sale
|
493,474
|
|
|
493,474
|
|
|
15,246
|
|
|
478,228
|
|
|
—
|
|
|||||
Loans held for sale
|
2,117,510
|
|
|
2,117,510
|
|
|
—
|
|
|
2,117,510
|
|
|
—
|
|
|||||
Loans receivable, net of allowance for loan losses
|
6,105,075
|
|
|
6,149,773
|
|
|
—
|
|
|
—
|
|
|
6,149,773
|
|
|||||
FHLB, Federal Reserve Bank and other restricted stock
|
68,408
|
|
|
68,408
|
|
|
—
|
|
|
68,408
|
|
|
—
|
|
|||||
Derivatives
|
10,864
|
|
|
10,864
|
|
|
—
|
|
|
10,819
|
|
|
45
|
|
|||||
Assets held for sale
|
32,248
|
|
|
32,248
|
|
|
20,000
|
|
|
—
|
|
|
12,248
|
|
|||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Deposits
|
$
|
6,846,980
|
|
|
$
|
6,846,868
|
|
|
$
|
4,015,218
|
|
|
$
|
2,831,650
|
|
|
$
|
—
|
|
Deposits held for sale
|
456,795
|
|
|
456,795
|
|
|
456,795
|
|
|
—
|
|
|
—
|
|
|||||
Federal funds purchased
|
83,000
|
|
|
83,000
|
|
|
83,000
|
|
|
—
|
|
|
—
|
|
|||||
FHLB advances
|
868,800
|
|
|
869,049
|
|
|
688,800
|
|
|
180,249
|
|
|
—
|
|
|||||
Other borrowings
|
87,123
|
|
|
91,761
|
|
|
66,261
|
|
|
25,500
|
|
|
—
|
|
|||||
Subordinated debt
|
108,783
|
|
|
111,375
|
|
|
—
|
|
|
111,375
|
|
|
—
|
|
|||||
Derivatives
|
14,172
|
|
|
14,172
|
|
|
—
|
|
|
14,172
|
|
|
—
|
|
|
Carrying
Amount
|
|
Estimated
Fair Value
|
|
Fair Value Measurements at December 31, 2015
|
||||||||||||||
Quoted
Prices in
Active
Markets for
Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|||||||||||||||
(amounts in thousands)
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
264,593
|
|
|
$
|
264,593
|
|
|
$
|
264,593
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Investment securities, available for sale
|
560,253
|
|
|
560,253
|
|
|
19,212
|
|
|
541,041
|
|
|
—
|
|
|||||
Loans held for sale
|
1,797,064
|
|
|
1,797,458
|
|
|
—
|
|
|
1,757,807
|
|
|
39,651
|
|
|||||
Loans receivable, net of allowance for loan losses
|
5,417,248
|
|
|
5,353,326
|
|
|
—
|
|
|
—
|
|
|
5,353,326
|
|
|||||
FHLB and Federal Reserve Bank, and other restricted stock
|
90,841
|
|
|
90,841
|
|
|
—
|
|
|
90,841
|
|
|
—
|
|
|||||
Derivatives
|
9,295
|
|
|
9,295
|
|
|
—
|
|
|
9,250
|
|
|
45
|
|
|||||
Assets held for sale
|
584
|
|
|
584
|
|
|
—
|
|
|
—
|
|
|
584
|
|
|||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Deposits
|
$
|
5,662,433
|
|
|
$
|
5,664,685
|
|
|
$
|
3,314,836
|
|
|
$
|
2,349,849
|
|
|
$
|
—
|
|
Deposits held for sale
|
247,068
|
|
|
247,068
|
|
|
247,068
|
|
|
—
|
|
|
—
|
|
|||||
Federal funds purchased
|
70,000
|
|
|
70,000
|
|
|
70,000
|
|
|
—
|
|
|
—
|
|
|||||
FHLB advances
|
1,625,300
|
|
|
1,625,468
|
|
|
1,365,300
|
|
|
260,168
|
|
|
—
|
|
|||||
Other borrowings
|
86,457
|
|
|
93,804
|
|
|
68,867
|
|
|
24,937
|
|
|
—
|
|
|||||
Subordinated debt
|
108,685
|
|
|
110,825
|
|
|
—
|
|
|
110,825
|
|
|
—
|
|
|||||
Derivatives
|
13,932
|
|
|
13,932
|
|
|
—
|
|
|
13,932
|
|
|
—
|
|
|
December 31, 2016
|
||||||||||||||
|
Fair Value Measurements at the End of the Reporting Period Using
|
||||||||||||||
|
Quoted Prices in
Active Markets for Identical Assets (Level 1) |
|
Significant Other
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
|
Total
|
||||||||
(amounts in thousands)
|
|
||||||||||||||
Measured at Fair Value on a Recurring Basis:
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Available-for-sale securities:
|
|
|
|
|
|
|
|
||||||||
Agency-guaranteed residential mortgage-backed securities
|
$
|
—
|
|
|
$
|
231,263
|
|
|
$
|
—
|
|
|
$
|
231,263
|
|
Agency-guaranteed commercial mortgage-backed securities
|
—
|
|
|
201,817
|
|
|
—
|
|
|
201,817
|
|
||||
Corporate notes
|
—
|
|
|
45,148
|
|
|
—
|
|
|
45,148
|
|
||||
Equity securities
|
15,246
|
|
|
—
|
|
|
—
|
|
|
15,246
|
|
||||
Derivatives (1)
|
—
|
|
|
10,819
|
|
|
45
|
|
|
10,864
|
|
||||
Loans held for sale – fair value option
|
—
|
|
|
2,117,510
|
|
|
—
|
|
|
2,117,510
|
|
||||
Total assets - recurring fair value measurements
|
$
|
15,246
|
|
|
$
|
2,606,557
|
|
|
$
|
45
|
|
|
$
|
2,621,848
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Derivatives (2)
|
$
|
—
|
|
|
$
|
14,172
|
|
|
$
|
—
|
|
|
$
|
14,172
|
|
Measured at Fair Value on a Nonrecurring Basis:
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Impaired loans, net of specific reserves of $1,360
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,527
|
|
|
$
|
6,527
|
|
Other real estate owned
|
—
|
|
|
—
|
|
|
2,731
|
|
|
2,731
|
|
||||
Total assets - nonrecurring fair value measurements
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,258
|
|
|
$
|
9,258
|
|
|
December 31, 2015
|
||||||||||||||
|
Fair Value Measurements at the End of the Reporting Period Using
|
||||||||||||||
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||
(amounts in thousands)
|
|
||||||||||||||
Measured at Fair Value on a Recurring Basis:
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Available-for-sale securities:
|
|
|
|
|
|
|
|
||||||||
Agency-guaranteed residential mortgage-backed securities
|
$
|
—
|
|
|
$
|
298,104
|
|
|
$
|
—
|
|
|
$
|
298,104
|
|
Agency-guaranteed commercial mortgage-backed securities
|
—
|
|
|
202,870
|
|
|
—
|
|
|
202,870
|
|
||||
Corporate notes
|
—
|
|
|
40,067
|
|
|
—
|
|
|
40,067
|
|
||||
Equity securities
|
19,212
|
|
|
—
|
|
|
—
|
|
|
19,212
|
|
||||
Derivatives (1)
|
—
|
|
|
9,250
|
|
|
45
|
|
|
9,295
|
|
||||
Loans held for sale – fair value option
|
—
|
|
|
1,757,807
|
|
|
—
|
|
|
1,757,807
|
|
||||
Total assets - recurring fair value measurements
|
$
|
19,212
|
|
|
$
|
2,308,098
|
|
|
$
|
45
|
|
|
$
|
2,327,355
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Derivatives (2)
|
$
|
—
|
|
|
$
|
13,932
|
|
|
$
|
—
|
|
|
$
|
13,932
|
|
Measured at Fair Value on a Nonrecurring Basis:
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Impaired loans, net of specific reserves of $2,273
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,346
|
|
|
$
|
4,346
|
|
Other real estate owned
|
—
|
|
|
—
|
|
|
358
|
|
|
358
|
|
||||
Total assets - nonrecurring fair value measurements
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,704
|
|
|
$
|
4,704
|
|
(1)
|
Included in Other Assets
|
(2)
|
Included in Other Liabilities
|
|
|
For the Years Ended December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
|
|
Residential Mortgage Loan Commitments
|
||||||
(amounts in thousands)
|
|
|
|
|
||||
Balance at January 1,
|
|
$
|
45
|
|
|
$
|
43
|
|
Issuances
|
|
400
|
|
|
273
|
|
||
Settlements
|
|
(400
|
)
|
|
(271
|
)
|
||
Balance at December 31,
|
|
$
|
45
|
|
|
$
|
45
|
|
|
Quantitative Information about Level 3 Fair Value Measurements
|
|||||||||
December 31, 2016
|
Fair Value
Estimate |
|
Valuation Technique
|
|
Unobservable Input
|
|
Range (Weighted
Average) (4) |
|||
(dollars in thousands)
|
|
|||||||||
Impaired loans
|
$
|
1,431
|
|
|
Collateral appraisal (1)
|
|
Liquidation expenses (2)
|
|
(8
|
)%
|
Impaired loans
|
5,096
|
|
|
Discounted cash flow
|
|
Projected cash flows (3)
|
|
4 times EBIDTA
|
|
|
|
|
|
|
|
Discount rate (3)
|
|
0
|
%
|
||
Other real estate owned
|
2,731
|
|
|
Collateral appraisal (1)
|
|
Liquidation expenses (2)
|
|
(8
|
)%
|
|
Residential mortgage loan commitments
|
45
|
|
|
Adjusted market bid
|
|
Pull-through rate
|
|
90
|
%
|
|
Quantitative Information about Level 3 Fair Value Measurements
|
|||||||||
December 31, 2015
|
Fair Value
Estimate |
|
Valuation Technique
|
|
Unobservable Input
|
|
Range (Weighted
Average) (4) |
|||
(dollars in thousands)
|
|
|||||||||
Impaired loans
|
$
|
4,346
|
|
|
Collateral appraisal (1)
|
|
Liquidation expenses (2)
|
|
(8
|
)%
|
Other real estate owned
|
358
|
|
|
Collateral appraisal (1)
|
|
Liquidation expenses (2)
|
|
(8
|
)%
|
|
Residential mortgage loan commitments
|
45
|
|
|
Adjusted market bid
|
|
Pull-through rate
|
|
94
|
%
|
(1)
|
Obtained from approved independent appraisers. Appraisals are current and in compliance with credit policy. The Bank does not generally discount appraisals.
|
(2)
|
Fair value is adjusted for estimated costs to sell based on a percentage of the value determined by appraisal.
|
(3)
|
Projected cash flows of the business derived using EBITDA multiple based on management's best estimate.
|
(4)
|
Presented as a percentage of the value determined by appraisal for impaired loans and other real estate owned.
|
|
|
December 31, 2016
|
||||||||||
|
|
Derivative Assets
|
|
Derivative Liabilities
|
||||||||
|
|
Balance Sheet
|
|
|
|
Balance Sheet
|
|
|
||||
|
|
Location
|
|
Fair Value
|
|
Location
|
|
Fair Value
|
||||
(amounts in thousands)
|
|
|
|
|
|
|
|
|
||||
Derivatives designated as cash flow hedges:
|
|
|
|
|
|
|
|
|
||||
Interest rate swaps
|
|
Other assets
|
|
$
|
—
|
|
|
Other liabilities
|
|
$
|
3,624
|
|
Total
|
|
|
|
$
|
—
|
|
|
|
|
$
|
3,624
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||
Interest rate swaps
|
|
Other assets
|
|
$
|
10,683
|
|
|
Other liabilities
|
|
$
|
10,537
|
|
Credit contracts
|
|
Other assets
|
|
136
|
|
|
Other liabilities
|
|
11
|
|
||
Residential mortgage loan commitments
|
|
Other assets
|
|
45
|
|
|
Other liabilities
|
|
—
|
|
||
Total
|
|
|
|
$
|
10,864
|
|
|
|
|
$
|
10,548
|
|
|
|
December 31, 2015
|
||||||||||
|
|
Derivative Assets
|
|
Derivative Liabilities
|
||||||||
|
|
Balance Sheet
Location
|
|
Fair Value
|
|
Balance Sheet
Location
|
|
Fair Value
|
||||
(amounts in thousands)
|
|
|
||||||||||
Derivatives designated as cash flow hedges:
|
|
|
|
|
|
|
|
|
||||
Interest rate swaps
|
|
Other assets
|
|
$
|
—
|
|
|
Other liabilities
|
|
$
|
4,477
|
|
Total
|
|
|
|
$
|
—
|
|
|
|
|
$
|
4,477
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||
Interest rate swaps
|
|
Other assets
|
|
$
|
9,088
|
|
|
Other liabilities
|
|
$
|
9,455
|
|
Credit contracts
|
|
Other assets
|
|
162
|
|
|
Other liabilities
|
|
—
|
|
||
Residential mortgage loan commitments
|
|
Other assets
|
|
45
|
|
|
Other liabilities
|
|
—
|
|
||
Total
|
|
|
|
$
|
9,295
|
|
|
|
|
$
|
9,455
|
|
|
For the Year Ended December 31, 2016
|
|||
|
Income Statement Location
|
Amount of income (loss)
recognized in earnings
|
||
(amounts in thousands)
|
|
|||
Derivatives not designated as hedging instruments:
|
|
|
||
Interest rate swaps
|
Other non-interest income
|
$
|
2,955
|
|
Credit contracts
|
Other non-interest income
|
163
|
|
|
Residential mortgage loan commitments
|
Mortgage loan and banking income
|
—
|
|
|
Total
|
|
$
|
3,118
|
|
|
For the Year Ended December 31, 2015
|
|||
|
Income Statement Location
|
Amount of income (loss)
recognized in earnings
|
||
(amounts in thousands)
|
|
|||
Derivatives not designated as hedging instruments:
|
|
|
||
Interest rate swaps
|
Other non-interest income
|
$
|
1,889
|
|
Credit contracts
|
Other non-interest income
|
(15
|
)
|
|
Residential mortgage loan commitments
|
Mortgage loan and banking income
|
2
|
|
|
Total
|
|
$
|
1,876
|
|
|
For the Year Ended December 31, 2014
|
|||
|
Income Statement Location
|
Amount of income (loss)
recognized in earnings
|
||
(amounts in thousands)
|
|
|||
Derivatives not designated as hedging instruments:
|
|
|
||
Interest rate swaps
|
Other non-interest income
|
$
|
550
|
|
Credit contracts
|
Other non-interest income
|
(91
|
)
|
|
Residential mortgage loan commitments
|
Mortgage loan and banking income
|
(197
|
)
|
|
Total
|
|
$
|
262
|
|
|
|
For the Year Ended December 31, 2016
|
||||||||
|
|
|
|
Location of Gain
|
|
Amount of Gain (Loss)
|
||||
|
|
Amount of Income
|
|
(Loss) Reclassified
|
|
Reclassified from
|
||||
|
|
Recognized in OCI on
|
|
from Accumulated
|
|
Accumulated OCI into
|
||||
|
|
Derivatives (Effective
|
|
OCI into Income
|
|
Income (Effective
|
||||
|
|
Portion) (1)
|
|
(Effective Portion)
|
|
Portion)
|
||||
(amounts in thousands)
|
|
|
|
|
|
|
||||
Derivatives in cash flow hedging relationships:
|
|
|
|
|
|
|
||||
Interest rate swaps
|
|
$
|
587
|
|
|
Interest expense
|
|
$
|
(1,946
|
)
|
|
|
For the Year Ended December 31, 2015
|
||||||||
|
|
|
|
Location of Gain
|
|
Amount of Gain (Loss)
|
||||
|
|
Amount of Loss
|
|
(Loss) Reclassified
|
|
Reclassified from
|
||||
|
|
Recognized in OCI on
|
|
from Accumulated
|
|
Accumulated OCI into
|
||||
|
|
Derivatives (Effective
|
|
OCI into Income
|
|
Income (Effective
|
||||
|
|
Portion) (1)
|
|
(Effective Portion)
|
|
Portion)
|
||||
(amounts in thousands)
|
|
|
|
|
|
|
||||
Derivative in cash flow hedging relationship:
|
|
|
|
|
|
|
||||
Interest rate swaps
|
|
$
|
(1,534
|
)
|
|
Interest expense
|
|
$
|
—
|
|
|
|
December 31, 2014
|
||||||||
|
|
|
|
Location of Gain
|
|
Amount of Gain (Loss)
|
||||
|
|
Amount of Loss
|
|
(Loss) Reclassified
|
|
Reclassified from
|
||||
|
|
Recognized in OCI on
|
|
from Accumulated
|
|
Accumulated OCI into
|
||||
|
|
Derivatives (Effective
|
|
OCI into Income
|
|
Income (Effective
|
||||
|
|
Portion) (1)
|
|
(Effective Portion)
|
|
Portion)
|
||||
(amounts in thousands)
|
|
|
|
|
|
|
||||
Derivative in cash flow hedging relationship:
|
|
|
|
|
|
|
||||
Interest rate swaps
|
|
$
|
(1,264
|
)
|
|
Interest expense
|
|
$
|
—
|
|
|
Offsetting of Financial Assets and Derivative Assets at
|
||||||||||||||||||||||
|
December 31, 2016
|
||||||||||||||||||||||
|
|
|
Gross Amounts Not Offset in
the Consolidated Balance Sheet
|
||||||||||||||||||||
|
Gross Amount of
Recognized Assets
|
|
Gross
Amounts
Offset in the
Consolidated
Balance
Sheet
|
|
Net
Amounts of
Assets
Presented
in the
Consolidated
Balance
Sheet
|
|
Financial Instruments
|
|
Cash
Collateral
Received
|
|
Net Amount
|
||||||||||||
(amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Description
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swap derivatives with institutional counterparties
|
$
|
4,723
|
|
|
$
|
—
|
|
|
$
|
4,723
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,723
|
|
|
Offsetting of Financial Assets and Derivative Assets at
|
||||||||||||||||||||||
|
December 31, 2015
|
||||||||||||||||||||||
|
|
|
Gross Amounts Not Offset in
the Consolidated Balance Sheet
|
||||||||||||||||||||
|
Gross Amount of
Recognized Assets
|
|
Gross
Amounts
Offset in the
Consolidated
Balance
Sheet
|
|
Net
Amounts of
Assets
Presented
in the
Consolidated
Balance
Sheet
|
|
Financial Instruments
|
|
Cash
Collateral
Received
|
|
Net Amount
|
||||||||||||
(amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Description
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swap derivatives with institutional counterparties
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Offsetting of Financial Liabilities and Derivative Liabilities at
|
||||||||||||||||||||||
|
December 31, 2016
|
||||||||||||||||||||||
|
|
|
|
|
|
|
Gross Amounts Not Offset in
the Consolidated Balance Sheet
|
||||||||||||||||
|
Gross Amount of
Recognized Liabilities
|
|
Gross
Amounts
Offset in the
Consolidated
Balance
Sheet
|
|
Net
Amounts of
Liabilities
Presented
in the
Consolidated
Balance
Sheet
|
|
Financial
Instruments
|
|
Cash
Collateral
Pledged
|
|
Net Amount
|
||||||||||||
(amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Description
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swap derivatives with institutional counterparties
|
$
|
9,825
|
|
|
$
|
—
|
|
|
$
|
9,825
|
|
|
$
|
—
|
|
|
$
|
4,472
|
|
|
$
|
5,353
|
|
|
Offsetting of Financial Liabilities and Derivative Liabilities at
|
||||||||||||||||||||||
|
December 31, 2015
|
||||||||||||||||||||||
|
Gross Amount of
Recognized Liabilities
|
|
Gross
Amounts
Offset in the
Consolidated
Balance
Sheet
|
|
Net
Amounts of
Liabilities
Presented
in the
Consolidated
Balance
Sheet
|
|
Financial
Instruments
|
|
Cash
Collateral
Pledged
|
|
Net Amount
|
||||||||||||
(amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Description
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swap derivatives with institutional counterparties
|
$
|
13,932
|
|
|
$
|
—
|
|
|
$
|
13,932
|
|
|
$
|
—
|
|
|
$
|
13,932
|
|
|
$
|
—
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
(amounts in thousands)
|
|
||||||
Assets
|
|
|
|
||||
Cash in subsidiary bank
|
$
|
54,441
|
|
|
$
|
54,567
|
|
Investment securities available for sale, at fair value
|
—
|
|
|
5
|
|
||
Investments in and receivables due from subsidiaries
|
883,793
|
|
|
583,875
|
|
||
Other assets
|
10,784
|
|
|
4,190
|
|
||
Total assets
|
$
|
949,018
|
|
|
$
|
642,637
|
|
Liabilities and Shareholders’ equity
|
|
|
|
||||
Borrowings
|
$
|
87,123
|
|
|
$
|
88,250
|
|
Other liabilities
|
6,023
|
|
|
485
|
|
||
Total liabilities
|
93,146
|
|
|
88,735
|
|
||
Shareholders’ equity
|
855,872
|
|
|
553,902
|
|
||
Total Liabilities and Shareholders’ Equity
|
$
|
949,018
|
|
|
$
|
642,637
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
(amounts in thousands)
|
|
||||||||||
Operating income:
|
|
|
|
|
|
||||||
Other
|
$
|
25,400
|
|
|
$
|
18,545
|
|
|
$
|
90
|
|
Total operating income
|
25,400
|
|
|
18,545
|
|
|
90
|
|
|||
Operating expense:
|
|
|
|
|
|
||||||
Interest
|
5,854
|
|
|
5,854
|
|
|
5,251
|
|
|||
Other
|
4,570
|
|
|
4,604
|
|
|
5,611
|
|
|||
Total operating expense
|
10,424
|
|
|
10,458
|
|
|
10,862
|
|
|||
Income (loss) before taxes and undistributed income of subsidiaries
|
14,976
|
|
|
8,087
|
|
|
(10,772
|
)
|
|||
Income tax benefit
|
3,961
|
|
|
3,516
|
|
|
3,797
|
|
|||
Income (loss) before undistributed income of subsidiaries
|
18,937
|
|
|
11,603
|
|
|
(6,975
|
)
|
|||
Equity in undistributed income of subsidiaries
|
59,765
|
|
|
46,980
|
|
|
50,189
|
|
|||
Net income
|
78,702
|
|
|
58,583
|
|
|
43,214
|
|
|||
Preferred stock dividends
|
9,515
|
|
|
2,493
|
|
|
—
|
|
|||
Net income available to common shareholders
|
69,187
|
|
|
56,090
|
|
|
43,214
|
|
|||
Comprehensive income
|
$
|
81,794
|
|
|
$
|
50,721
|
|
|
$
|
51,210
|
|
|
For the Years Ended December 31,
|
||||||||||
(amounts in thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
78,702
|
|
|
$
|
58,583
|
|
|
$
|
43,214
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||||||
Equity in undistributed earnings of subsidiaries, net of dividends received from Bank
|
(59,765
|
)
|
|
(46,980
|
)
|
|
(50,189
|
)
|
|||
Loss on sale of available for sale investment securities
|
1
|
|
|
—
|
|
|
—
|
|
|||
(Increase) decrease in other assets
|
(7,721
|
)
|
|
2,488
|
|
|
(1,354
|
)
|
|||
Increase (decrease) in other liabilities
|
54
|
|
|
(112
|
)
|
|
1,497
|
|
|||
Net Cash Provided By (Used in) Operating Activities
|
11,271
|
|
|
13,979
|
|
|
(6,832
|
)
|
|||
Cash Flows from Investing Activities:
|
|
|
|
|
|
||||||
Proceeds from sales of investment securities available for sale
|
4
|
|
|
—
|
|
|
—
|
|
|||
Payments for investments in and advances to subsidiaries
|
(230,872
|
)
|
|
(30,036
|
)
|
|
(15,032
|
)
|
|||
Net Cash Used in Investing Activities
|
(230,868
|
)
|
|
(30,036
|
)
|
|
(15,032
|
)
|
|||
Cash Flows from Financing Activities:
|
|
|
|
|
|
||||||
Proceeds from issuance of common stock
|
65,088
|
|
|
904
|
|
|
77
|
|
|||
Proceeds from issuance of preferred stock
|
161,902
|
|
|
55,569
|
|
|
—
|
|
|||
Proceeds from issuance of long-term debt
|
—
|
|
|
—
|
|
|
25,000
|
|
|||
Exercise and redemption of warrants
|
1,532
|
|
|
—
|
|
|
6
|
|
|||
Payments on partial shares for stock dividend
|
—
|
|
|
—
|
|
|
(8
|
)
|
|||
Preferred stock dividends paid
|
(9,051
|
)
|
|
(2,314
|
)
|
|
—
|
|
|||
Net Cash Provided by Financing Activities
|
219,471
|
|
|
54,159
|
|
|
25,075
|
|
|||
Net Increase (Decrease) in Cash and Cash Equivalents
|
(126
|
)
|
|
38,102
|
|
|
3,211
|
|
|||
Cash and Cash Equivalents – Beginning
|
54,567
|
|
|
16,465
|
|
|
13,254
|
|
|||
Cash and Cash Equivalents – Ending
|
$
|
54,441
|
|
|
$
|
54,567
|
|
|
$
|
16,465
|
|
|
2016
|
||||||||||||||
Quarter Ended
|
December 31
|
|
September 30
|
|
June 30
|
|
March 31
|
||||||||
(amounts in thousands, except per share data)
|
|
||||||||||||||
Interest income
|
$
|
83,609
|
|
|
$
|
84,212
|
|
|
$
|
81,320
|
|
|
$
|
73,398
|
|
Interest expense
|
19,475
|
|
|
19,622
|
|
|
18,159
|
|
|
15,767
|
|
||||
Net interest income
|
64,134
|
|
|
64,590
|
|
|
63,161
|
|
|
57,631
|
|
||||
Provision for loan losses
|
(261
|
)
|
|
(161
|
)
|
|
786
|
|
|
1,980
|
|
||||
Non-interest income
|
921
|
|
|
11,121
|
|
|
5,853
|
|
|
5,267
|
|
||||
Non-interest expenses
|
30,509
|
|
|
36,750
|
|
|
32,085
|
|
|
31,871
|
|
||||
Income from continuing operations before income taxes
|
34,807
|
|
|
39,122
|
|
|
36,143
|
|
|
29,047
|
|
||||
Provision for income taxes
|
11,470
|
|
|
15,834
|
|
|
14,369
|
|
|
9,739
|
|
||||
Net income from continuing operations
|
23,337
|
|
|
23,288
|
|
|
21,774
|
|
|
19,308
|
|
||||
Loss from discontinued operations before income taxes
|
(5,659
|
)
|
|
(3,357
|
)
|
|
(3,696
|
)
|
|
(1,812
|
)
|
||||
Income tax benefit from discontinued operations
|
(2,150
|
)
|
|
(1,276
|
)
|
|
(1,405
|
)
|
|
(688
|
)
|
||||
Net loss from discontinued operations
|
(3,509
|
)
|
|
(2,081
|
)
|
|
(2,291
|
)
|
|
(1,124
|
)
|
||||
Net income
|
19,828
|
|
|
21,207
|
|
|
19,483
|
|
|
18,184
|
|
||||
Preferred stock dividend
|
3,615
|
|
|
2,552
|
|
|
2,062
|
|
|
1,286
|
|
||||
Net income available to common shareholders
|
$
|
16,213
|
|
|
$
|
18,655
|
|
|
$
|
17,421
|
|
|
$
|
16,898
|
|
Earnings per common share:
|
|
|
|
|
|
|
|
||||||||
Basic earnings per common share from continuing operations
|
$
|
0.68
|
|
|
$
|
0.76
|
|
|
$
|
0.73
|
|
|
$
|
0.67
|
|
Basic earnings per common share
|
$
|
0.56
|
|
|
$
|
0.68
|
|
|
$
|
0.64
|
|
|
$
|
0.63
|
|
Diluted earnings per common share from continuing operations
|
$
|
0.62
|
|
|
$
|
0.70
|
|
|
$
|
0.67
|
|
|
$
|
0.62
|
|
Diluted earnings per common share
|
$
|
0.51
|
|
|
$
|
0.63
|
|
|
$
|
0.59
|
|
|
$
|
0.58
|
|
|
2015
|
||||||||||||||
Quarter Ended
|
December 31
|
|
September 30
|
|
June 30
|
|
March 31
|
||||||||
(amounts in thousands, except per share data)
|
|
||||||||||||||
Interest income
|
$
|
67,713
|
|
|
$
|
63,736
|
|
|
$
|
59,683
|
|
|
$
|
58,718
|
|
Interest expense
|
14,241
|
|
|
13,799
|
|
|
13,123
|
|
|
12,388
|
|
||||
Net interest income
|
53,472
|
|
|
49,937
|
|
|
46,560
|
|
|
46,330
|
|
||||
Provision for loan losses
|
6,173
|
|
|
2,094
|
|
|
9,335
|
|
|
2,964
|
|
||||
Non-interest income
|
9,300
|
|
|
6,159
|
|
|
6,387
|
|
|
5,726
|
|
||||
Non-interest expenses
|
29,587
|
|
|
28,354
|
|
|
23,582
|
|
|
26,045
|
|
||||
Income from continuing operations before income taxes
|
27,012
|
|
|
25,648
|
|
|
20,030
|
|
|
23,047
|
|
||||
Provision for income taxes
|
8,103
|
|
|
9,155
|
|
|
7,187
|
|
|
8,219
|
|
||||
Net income from continuing operations
|
18,909
|
|
|
16,493
|
|
|
12,843
|
|
|
14,828
|
|
||||
Loss from discontinued operations before income taxes
|
(1,811
|
)
|
|
(1,944
|
)
|
|
(2,074
|
)
|
|
(1,413
|
)
|
||||
Income tax benefit from discontinued operations
|
(688
|
)
|
|
(740
|
)
|
|
(787
|
)
|
|
(537
|
)
|
||||
Net loss from discontinued operations
|
(1,123
|
)
|
|
(1,204
|
)
|
|
(1,287
|
)
|
|
(876
|
)
|
||||
Net income
|
17,786
|
|
|
15,289
|
|
|
11,556
|
|
|
13,952
|
|
||||
Preferred stock dividend
|
1,006
|
|
|
980
|
|
|
507
|
|
|
—
|
|
||||
Net income available to common shareholders
|
$
|
16,780
|
|
|
$
|
14,309
|
|
|
$
|
11,049
|
|
|
$
|
13,952
|
|
Earnings per common share:
|
|
|
|
|
|
|
|
||||||||
Basic earnings per common share from continuing operations
|
$
|
0.67
|
|
|
$
|
0.58
|
|
|
$
|
0.46
|
|
|
$
|
0.55
|
|
Basic earnings per common share
|
$
|
0.62
|
|
|
$
|
0.53
|
|
|
$
|
0.41
|
|
|
$
|
0.52
|
|
Diluted earnings per common share from continuing operations
|
$
|
0.62
|
|
|
$
|
0.54
|
|
|
$
|
0.43
|
|
|
$
|
0.52
|
|
Diluted earnings per common share
|
$
|
0.58
|
|
|
$
|
0.50
|
|
|
$
|
0.39
|
|
|
$
|
0.49
|
|
|
For the Year Ended December 31, 2016
|
|||||||||||
(amounts in thousands)
|
Community
Business Banking
|
|
BankMobile
|
|
Consolidated
|
|||||||
Interest income
(1)
|
$
|
315,643
|
|
|
$
|
6,896
|
|
(1
|
)
|
$
|
322,539
|
|
Interest expense
|
73,004
|
|
|
38
|
|
|
|
73,042
|
|
|||
Net interest income
|
242,639
|
|
|
6,858
|
|
|
249,497
|
|
||||
Provision for loan losses
|
2,246
|
|
|
795
|
|
|
3,041
|
|
||||
Non-interest income
|
23,165
|
|
|
33,205
|
|
|
56,370
|
|
||||
Non-interest expense
|
131,217
|
|
|
47,014
|
|
|
178,231
|
|
||||
Income (loss) before income taxes
|
132,341
|
|
|
(7,746
|
)
|
|
124,595
|
|
||||
Income tax expense (benefit)
|
48,836
|
|
|
(2,943
|
)
|
|
45,893
|
|
||||
Net income (loss)
|
83,505
|
|
|
(4,803
|
)
|
|
78,702
|
|
||||
Preferred stock dividends
|
9,515
|
|
|
—
|
|
|
9,515
|
|
||||
Net income (loss) available to common shareholders
|
$
|
73,990
|
|
|
$
|
(4,803
|
)
|
|
$
|
69,187
|
|
|
|
|
|
|
|
|
|||||||
Goodwill and other intangibles
|
$
|
3,639
|
|
|
$
|
13,982
|
|
|
$
|
17,621
|
|
|
Total assets
|
$
|
9,303,465
|
|
|
$
|
79,271
|
|
|
$
|
9,382,736
|
|
|
Total deposits
|
$
|
6,846,980
|
|
|
$
|
456,795
|
|
|
$
|
7,303,775
|
|
|
For the Year Ended December 31, 2015
|
|||||||||||
(amounts in thousands)
|
Community
Business Banking
|
|
BankMobile
|
|
Consolidated
|
|||||||
Interest income
(1)
|
$
|
243,404
|
|
|
$
|
6,446
|
|
(1
|
)
|
$
|
249,850
|
|
Interest expense
|
53,536
|
|
|
24
|
|
|
|
53,560
|
|
|||
Net interest income
|
189,868
|
|
|
6,422
|
|
|
196,290
|
|
||||
Provision for loan losses
|
20,562
|
|
|
4
|
|
|
20,566
|
|
||||
Non-interest income
|
27,573
|
|
|
144
|
|
|
27,717
|
|
||||
Non-interest expense
|
107,569
|
|
|
7,377
|
|
|
114,946
|
|
||||
Income (loss) before income taxes
|
89,310
|
|
|
(815
|
)
|
|
88,495
|
|
||||
Income tax expense (benefit)
|
30,221
|
|
|
(309
|
)
|
|
29,912
|
|
||||
Net income (loss)
|
59,089
|
|
|
(506
|
)
|
|
58,583
|
|
||||
Preferred stock dividends
|
2,493
|
|
|
—
|
|
|
2,493
|
|
||||
Net income (loss) available to common shareholders
|
$
|
56,596
|
|
|
$
|
(506
|
)
|
|
$
|
56,090
|
|
|
|
|
|
|
|
|
|||||||
Goodwill and other intangibles
|
$
|
3,651
|
|
|
$
|
—
|
|
|
$
|
3,651
|
|
|
Total assets
|
$
|
8,395,525
|
|
|
$
|
2,680
|
|
|
$
|
8,398,205
|
|
|
Total deposits
|
$
|
5,662,433
|
|
|
$
|
247,068
|
|
|
$
|
5,909,501
|
|
|
For the Year Ended December 31, 2014
|
|||||||||||
(amounts in thousands)
|
Community
Business Banking
|
|
BankMobile
|
|
Consolidated
|
|||||||
Interest income
(1)
|
$
|
186,089
|
|
|
$
|
4,338
|
|
(1
|
)
|
$
|
190,427
|
|
Interest expense
|
38,485
|
|
|
19
|
|
|
|
38,504
|
|
|||
Net interest income
|
147,604
|
|
|
4,319
|
|
|
151,923
|
|
||||
Provision for loan losses
|
14,747
|
|
|
—
|
|
|
14,747
|
|
||||
Non-interest income
|
25,126
|
|
|
—
|
|
|
25,126
|
|
||||
Non-interest expense
|
96,788
|
|
|
2,126
|
|
|
98,914
|
|
||||
Income before income taxes
|
61,195
|
|
|
2,193
|
|
|
63,388
|
|
||||
Income tax expense
|
19,340
|
|
|
834
|
|
|
20,174
|
|
||||
Net income
|
41,855
|
|
|
1,359
|
|
|
43,214
|
|
||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net income available to common shareholders
|
$
|
41,855
|
|
|
$
|
1,359
|
|
|
$
|
43,214
|
|
|
|
|
|
|
|
|
|||||||
Goodwill and other intangibles
|
$
|
3,664
|
|
|
$
|
—
|
|
|
$
|
3,664
|
|
|
Total assets
|
$
|
6,819,354
|
|
|
$
|
2,146
|
|
|
$
|
6,821,500
|
|
|
Total deposits
|
$
|
4,296,242
|
|
|
$
|
236,296
|
|
|
$
|
4,532,538
|
|
(a)
|
1. Financial Statements
|
(b)
|
2. Financial Statements Schedules
|
(c)
|
Exhibits
|
Exhibit
No.
|
|
Description
|
|
|
|
2.1
|
|
Purchase and Assumption Agreement, dated as of July 9, 2010, by and among Customers Bank, the FDIC as Receiver of USA Bank, and the FDIC acting in its corporate capacity, incorporated by reference to Exhibit 2.3 to the Customers Bancorp Form S-1/A filed with the SEC on January 13, 2011
|
|
|
|
2.2
|
|
Purchase and Assumption Agreement, dated as of September 17, 2010, by and among Customers Bank, the FDIC as Receiver of ISN Bank, and the FDIC acting in its corporate capacity, incorporated by reference to Exhibit 2.4 to the Customers Bancorp Form S-1/A filed with the SEC on January 13, 2011
|
|
|
|
2.3
|
|
Asset Purchase Agreement dated as of December 15, 2015 by and among Customers Bancorp, Customers Bank, Higher One, Inc. and Higher One Holdings, Inc., incorporated by reference to Exhibit 2.3 to the Customers Bancorp Form 10-K filed with the SEC on February 26, 2016
|
|
|
|
3.1
|
|
Amended and Restated Articles of Incorporation of Customers Bancorp, Inc., incorporated by reference to Exhibit 3.1 to the Customers Bancorp Form 8-K filed with the SEC on April 30, 2012
|
|
|
|
3.2
|
|
Amended and Restated Bylaws of Customers Bancorp, Inc., incorporated by reference to Exhibit 3.2 to the Customers Bancorp Form 8-K filed with the SEC on April 30, 2012
|
|
|
|
3.3
|
|
Articles of Amendment to the Amended and Restated Articles of Incorporation of Customers Bancorp, Inc., incorporated by reference to Exhibit 3.1 to the Customers Bancorp Form 8-K filed with the SEC on July 2, 2012
|
|
|
|
3.4
|
|
Statement with Respect to Shares relating to the Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series C, incorporated by reference to Exhibit 3.1 to the Customers Bancorp Form 8-K filed with the SEC on May 18, 2015
|
|
|
|
3.5
|
|
Statement with Respect to Shares relating to the Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D, incorporated by reference to Exhibit 3.1 to the Customers Bancorp Form 8-K filed with the SEC on January 29, 2016
|
|
|
|
3.6
|
|
Statement with Respect to Shares of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series E, incorporated by reference to Exhibit 3.1 to the Customers Bancorp Form 8-K filed with the SEC on April 28, 2016.
|
|
|
|
3.7
|
|
Statement with Respect to Shares of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series F, incorporated by reference to Exhibit 3.1 to the Customers Bancorp Form 8-K filed with the SEC on September 16, 2016.
|
|
|
|
4.1
|
|
Specimen stock certificate of Customers Bancorp, Inc. Voting Common Stock and Class B Non-Voting Common Stock, incorporated by reference to Exhibit 4.1 to the Customers Bancorp Form S-1/A filed with the SEC on May 1, 2012
|
|
|
|
4.2
|
|
Form of Warrant issued to investors in New Century Bank’s March and February 2010 private offerings, 2009 private offering, and in partial exchange for New Century Bank’s shares of 10% Series A Non-Cumulative Perpetual Convertible Preferred Stock in June 2009, incorporated by reference to Exhibit 4.8 to the Customers Bancorp Form S-1 filed with the SEC on April 22, 2010
|
|
|
|
4.3
|
|
Warrants issued to Jay S. Sidhu, June 30, 2009, incorporated by reference to Exhibit 4.9 to the Customers Bancorp Form S-1 filed with the SEC on April 22, 2010
|
|
|
|
4.4
|
|
Indenture, dated as of July 30, 2013, by and between Customers Bancorp, Inc., as Issuer, and Wilmington Trust, National Association, as Trustee, incorporated by reference to Exhibit 4.1 to the Customers Bancorp Form 8-K filed with the SEC on July 31, 2013
|
|
|
|
4.5
|
|
First Supplemental Indenture, dated as of July 30, 2013, by and between Customers Bancorp, Inc., as Issuer, and Wilmington Trust, National Association, as Trustee, incorporated by reference to Exhibit 4.2 to the Customers Bancorp Form 8-K filed with the SEC on July 31, 2013
|
|
|
Exhibit
No.
|
|
Description
|
4.6
|
|
6.375% Global Note in aggregate principal amount of $55,000,000, incorporated by reference to Exhibit 4.3 to the Customers Bancorp Form 8-K filed with the SEC on July 31, 2013
|
|
|
|
4.7
|
|
Amendment to First Supplemental Indenture, dated August 27, 2013, by and between Customers Bancorp, Inc. and Wilmington Trust Company, National Association, as trustee, incorporated by reference to Exhibit 4.1 to the Customers Bancorp Form 8-K filed with the SEC on August 29, 2013
|
|
|
|
4.8
|
|
6.375% Global Note in aggregate principal amount of $8,250,000, incorporated by reference to Exhibit 4.2 to the Customers Bancorp Form 8-K filed with the SEC on August 29, 2013
|
|
|
|
4.9
|
|
Form of Note Subscription Agreement (including form of Subordinated Note Certificate and Senior Note Certificate) incorporated by reference to Exhibit 10.1 to the Customers Bancorp Form 8-K filed with the SEC on June 26, 2014
|
|
|
|
10.1+
|
|
New Century Bank Management Stock Purchase Plan, incorporated by reference to Exhibit 10.1 to the Customers Bancorp Form S-1 filed with the SEC on April 22, 2010
|
|
|
|
10.2+
|
|
Amended and Restated Customers Bancorp, Inc. 2010 Stock Option Plan, incorporated by reference to Exhibit 10.2 to the Customers Bancorp Form 10-K filed with the SEC on March 21, 2012
|
|
|
|
10.3+
|
|
Amended and Restated Employment Agreement, dated as of March 26, 2012, by and between Customers Bancorp, Inc. and Jay S. Sidhu, incorporated by reference to Exhibit 10.3 to the Customers Bancorp Form S-1 filed with the SEC on March 28, 2012
|
|
|
|
10.4+
|
|
Amended and Restated Employment Agreement, dated as of March 26, 2012, by and between Customers Bancorp, Inc. and Richard Ehst, incorporated by reference to Exhibit 10.4 to the Customers Bancorp Form S-1 filed with the SEC on March 28, 2012
|
|
|
|
10.5+
|
|
Amended and Restated Customers Bancorp, Inc. 2004 Incentive Equity and Deferred Compensation Plan, incorporated by reference to Exhibit 10.7 to the Customers Bancorp Form 10-K filed with the SEC on March 21, 2012
|
|
|
|
10.6+
|
|
Form of Restricted Stock Unit Award Agreement for Employees relating to the 2012 Special Stock Reward Program, incorporated by reference to Exhibit 10.25 to the Customers Bancorp Form S-1/A filed with the SEC on May 1, 2012
|
|
|
|
10.7+
|
|
Amended and Restated Customers Bancorp, Inc. Bonus Recognition and Retention Plan, incorporated by reference to Exhibit 10.15 to the Customers Bancorp Form 10-K filed with the SEC on March 21, 2012
|
|
|
|
10.8+
|
|
Supplemental Executive Retirement Plan of Jay S. Sidhu, incorporated by reference to Exhibit 10.15 to the Customers Bancorp Form S-1/A filed with the SEC on April 18, 2011
|
|
|
|
10.9+
|
|
Form of Restricted Stock Unit Award Agreement for Directors relating to the 2012 Special Stock Reward Program, incorporated by reference to Exhibit 10.26 to the Customers Bancorp Form S-1/A filed with the SEC on May 1, 2012
|
|
|
|
10.10+
|
|
Form of Stock Option Agreement, incorporated by reference to Exhibit 10.18 to the Customers Bancorp Form 10-K filed with the SEC on March 21, 2012
|
|
|
|
10.11+
|
|
Form of Restricted Stock Unit Agreement, incorporated by reference to Exhibit 10.17 to the Customers Bancorp Form 10-K filed with the SEC on March 21, 2012
|
|
|
|
10.12+
|
|
Change of Control Agreement, dated as of January 30, 2013, by and between Customers Bancorp, Inc. and Glenn Hedde, incorporated by reference to Exhibit 10.29 to Customers Bancorp’s Form 10-K filed with the SEC on March 18, 2013
|
|
|
|
10.13+
|
|
Change of Control Agreement, dated as of January 30, 2013, by and between Customers Bancorp, Inc. and Warren Taylor, incorporated by reference to Exhibit 10.30 to Customers Bancorp’s Form 10-K filed with the SEC on March 18, 2013
|
|
|
|
10.14+
|
|
Change of Control Agreement, dated as of December 22, 2012, by and between Customers Bancorp, Inc. and Ken Keiser, incorporated by reference to Exhibit 10.14 to the Customers Bancorp Form 10-K filed with the SEC on February 26, 2016
|
|
|
|
10.15+
|
|
Employment Agreement, dated as of August 5, 2013, by and between Customers Bancorp, Inc. and Robert Wahlman, incorporated by reference to Exhibit 10.15 to the Customers Bancorp Form 10-K filed with the SEC on February 26, 2016
|
|
|
|
Exhibit
No.
|
|
Description
|
10.16+
|
|
Employment Agreement, dated as of March 1, 2014, by and between Customers Bancorp, Inc. and Steven Issa, incorporated by reference to Exhibit 10.16 to the Customers Bancorp Form 10-K filed with the SEC on February 26, 2016
|
|
|
|
10.17+
|
|
Amendment to Employment Agreement, dated as of February 26, 2016, by and between Customers Bancorp, Inc. and Steven Issa, incorporated by reference to Exhibit 10.17 to the Customers Bancorp Form 10-K filed with the SEC on February 26, 2016
|
|
|
|
10.18
|
|
Termination and Non-Renewal Agreement, dated as of April 4, 2013, by and among Customers Bancorp, Inc., Acacia Life Insurance Company, and Ameritas Life Insurance Corp., incorporated by reference to Exhibit 10.1 to the Customers Bancorp Form 8-K filed with the SEC on April 10, 2013
|
|
|
|
10.19
|
|
At Market Issuance Sales Agreement dated as of December 23, 2015, by and among the Company, FBR Capital Markets & Co., MLV & Co. LLC and Maxim Group LLC, incorporated by reference to Exhibit 10.1 to the Customers Bancorp Form 8-K filed with the SEC on December 23, 2015
|
|
|
|
10.20
|
|
Termination of At Market Issuance Sales Agreement dated as of January 20, 2016, incorporated by reference to Exhibit 10.20 to the Customers Bancorp Form 10-K filed with the SEC on February 26, 2016
|
|
|
|
10.21
|
|
Transition Services Agreement dated as of June 15, 2016 by and among Customers Bancorp, Customers Bank, Higher One, Inc. and Higher One Holdings, Inc., incorporated by reference to Exhibit 10.1 to the Customers Bancorp’s Form 8-K filed with the SEC on June 16, 2016
|
|
|
|
10.22
|
|
At Market Issuance Sales Agreement dated as of August 11, 2016, by and among Customers Bancorp, FBR Capital Markets & Co., Keefe, Bruyette & Woods, Inc. and Maxim Group LLC., incorporated by reference to Exhibit 10.1 to the Customers Bancorp Form 8-K filed with the SEC on August 11, 2016
|
|
|
|
10.23
|
|
Order to Cease and Desist and Order of Assessment of Civil Money Penalty Issued Upon Consent Dated December 6, 2016, incorporated by reference to Exhibit 10.2 to the Customers Bancorp Form 8-K filed with the SEC on December 7, 2016
|
|
|
|
10.24
|
|
Amended and Restated Employment Agreement, dated as of December 30, 2016, by and between Customers Bancorp, Inc. and Richard Ehst, incorporated by reference to Exhibit 10.2 to the Customers Bancorp Form 8-K filed with the SEC on December 30, 2016
|
|
|
|
10.25
|
|
Amended and Restated Employment Agreement, dated as of December 30, 2016, by and between Customers Bancorp, Inc. and Jay S. Sidhu. incorporated by reference to Exhibit 10.1 to the Customers Bancorp Form 8-K filed with the SEC on December 30, 2016
|
|
|
|
10.26
|
|
Letter Agreement, dated as of December 30, 2016, by and between Customers Bancorp, Inc. and Jay S. Sidhu. incorporated by reference to Exhibit 10.3 to the Customers Bancorp Form 8-K filed with the SEC on December 30, 2016
|
|
|
|
21.1
|
|
List of Subsidiaries of Customers Bancorp, Inc.
|
|
|
|
23.1
|
|
Consent of BDO USA, LLP, filed herewith
|
|
|
|
31.1
|
|
Certification of the Chief Executive Officer Pursuant to Exchange Act Rule 13a-14(a) or Rule 15d-14(a)
|
|
|
|
31.2
|
|
Certification of the Chief Financial Officer Pursuant to Exchange Act Rule 13a-14(a) or Rule 15d-14(a)
|
|
|
|
32.1
|
|
Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
32.2
|
|
Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
101
|
|
Interactive Data Files regarding (a) Balance Sheets as of December 31, 2016 and 2015, (b) Statements of Income for the years ended December 31, 2016, 2015 and 2014, (c) Statements of Comprehensive Income for the years ended December 31, 2016, 2015 and 2014, (d) Statements of Cash Flows for the years ended December 31, 2016, 2015 and 2014, (e) Statements of Changes in Shareholders’ Equity for the years ended December 31, 2016, 2015 and 2014 and (f) Notes to Financial Statements for the years ended December 31, 2016, 2015 and 2014.
|
|
|
|
+
|
Management Contract or compensatory plan or arrangement
|
|
Customers Bancorp, Inc.
|
||
|
|
|
|
March 8, 2017
|
By:
|
|
/s/ Jay S. Sidhu
|
|
Name:
|
|
Jay S. Sidhu
|
|
Title:
|
|
Chairman and Chief Executive Officer
|
|
|
||
|
Customers Bancorp, Inc.
|
||
|
|
|
|
March 8, 2017
|
By:
|
|
/s/ Robert E. Wahlman
|
|
Name:
|
|
Robert E. Wahlman
|
|
Title:
|
|
Chief Financial Officer
|
Signature:
|
|
Title(s):
|
|
Date:
|
/s/ Jay S. Sidhu
|
|
Chairman, Chief Executive Officer and Director (principal executive officer)
|
|
March 8, 2017
|
Jay S. Sidhu
|
|
|
|
|
|
|
|
|
|
/s/ Robert E. Wahlman
|
|
Executive Vice President and Chief Financial Officer (principal financial officer)
|
|
March 8, 2017
|
Robert E. Wahlman
|
|
|
|
|
|
|
|
|
|
/s/ Carla A. Leibold
|
|
Senior Vice President - Chief Accounting Officer and Controller (principal accounting officer)
|
|
March 8, 2017
|
Carla A. Leibold
|
|
|
|
|
|
|
|
|
|
/s/ Daniel K. Rothermel
|
|
Director
|
|
|
Daniel K. Rothermel
|
|
|
|
March 8, 2017
|
|
|
|
|
|
/s/ Bhanu Choudhrie
|
|
Director
|
|
|
Bhanu Choudhrie
|
|
|
|
March 8, 2017
|
|
|
|
|
|
/s/ Andrea R. Allon
|
|
Director
|
|
|
Andrea R. Allon
|
|
|
|
March 8, 2017
|
|
|
|
|
|
/s/ T. Lawrence Way
|
|
Director
|
|
|
T. Lawrence Way
|
|
|
|
March 8, 2017
|
|
|
|
|
|
/s/ Rick B. Burkey
|
|
Director
|
|
|
Rick B. Burkey
|
|
|
|
March 8, 2017
|
|
|
|
|
|
/s/ Steven J. Zuckerman
|
|
Director
|
|
|
Steven J. Zuckerman
|
|
|
|
March 8, 2017
|
1.
|
Customers Bank Pennsylvania
|
1.
|
I have reviewed this Annual Report on Form10-K of Customers Bancorp, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) 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.
|
/s/ JAY S. SIDHU
|
Jay S. Sidhu
|
|
Chairman and Chief Executive Officer
|
(Principal Executive Officer)
|
|
Date: March 8, 2017
|
1.
|
I have reviewed this Annual Report on Form10-K of Customers Bancorp, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) 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.
|
/s/ ROBERT E. WAHLMAN
|
Robert E. Wahlman
|
|
Chief Financial Officer
|
(Principal Financial Officer)
|
|
Date: March 8, 2017
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.
|
|
/s/ Jay S. Sidhu
|
Jay S. Sidhu, Chairman and Chief Executive Officer
|
(Principal Executive Officer)
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.
|
/s/ Robert E. Wahlman
|
Robert E. Wahlman, Chief Financial Officer
|
(Principal Financial Officer)
|