|
|
|
x
|
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
¨
|
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
|
Customers Bancorp, Inc.
|
Pennsylvania
|
|
27-2290659
|
(State or other jurisdiction of incorporation or organization)
|
|
(IRS Employer Identification No.)
|
|
Title of Each Class
|
|
Trading Symbols
|
|
Name of Each Exchange on which Registered
|
Voting Common Stock, par value $1.00 per share
|
|
CUBI
|
|
New York Stock Exchange
|
Fixed-to-Floating Rate Non-Cumulative Perpetual
Preferred Stock, Series C, par value $1.00 per share
|
|
CUBI/PC
|
|
New York Stock Exchange
|
Fixed-to-Floating Rate Non-Cumulative Perpetual
Preferred Stock, Series D, par value $1.00 per share
|
|
CUBI/PD
|
|
New York Stock Exchange
|
Fixed-to-Floating Rate Non-Cumulative Perpetual
Preferred Stock, Series E, par value $1.00 per share |
|
CUBI/PE
|
|
New York Stock Exchange
|
Fixed-to-Floating Rate Non-Cumulative Perpetual
Preferred Stock, Series F, par value $1.00 per share |
|
CUBI/PF
|
|
New York Stock Exchange
|
|
|
|
|
|
|
|
Item 1.
|
||
|
|
|
Item 2.
|
||
|
|
|
Item 3.
|
||
|
|
|
Item 4.
|
||
|
|
|
|
|
|
|
|
|
Item 1.
|
||
|
|
|
Item 1A.
|
||
|
|
|
Item 2.
|
||
|
|
|
Item 3.
|
||
|
|
|
Item 4.
|
||
|
|
|
Item 5.
|
||
|
|
|
Item 6.
|
||
|
|
|
|
|
|
Ex-31.1
|
|
|
|
|
|
Ex-31.2
|
|
|
|
|
|
Ex-32.1
|
|
|
|
|
|
Ex-32.2
|
|
|
|
|
|
Ex-101
|
|
|
ASC
|
Accountings Standards Codification
|
ALLL
|
Allowance for loan and lease losses
|
AOCI
|
Accumulated other comprehensive income
|
Bancorp
|
Customers Bancorp, Inc.
|
Bank
|
Customers Bank
|
BOLI
|
Bank-owned life insurance
|
CCF
|
Customers Commercial Finance, LLC
|
CECL
|
Current expected credit loss
|
CPI
|
Consumer Price Index
|
CUBI
|
Symbol for Customers Bancorp, Inc. common stock traded on the NYSE
|
Customers
|
Customers Bancorp, Inc. and Customers Bank, collectively
|
Customers Bancorp
|
Customers Bancorp, Inc.
|
Department
|
Pennsylvania Department of Banking and Securities
|
DOE
|
United States Department of Education
|
EGRRCPA
|
The Economic Growth, Regulatory Relief, and Consumer Protection Act of 2018
|
EPS
|
Earnings per share
|
EVE
|
Economic value of equity
|
FASB
|
Financial Accounting Standards Board
|
Federal Reserve Board
|
Board of Governors of the Federal Reserve System
|
FHA
|
Federal Housing Administration
|
FHLB
|
Federal Home Loan Bank
|
FMV
|
Fair Market Value
|
FPRD
|
Final Program Review Determination
|
FRB
|
Federal Reserve Bank of Philadelphia
|
GLBA
|
Gramm-Leach-Bliley Act of 1999
|
IRS
|
Internal Revenue Service
|
LIHTC
|
Low-Income Housing Tax Credit
|
LPO
|
Limited Purpose Office
|
MMDA
|
Money market deposit accounts
|
NIM
|
Net interest margin, tax equivalent
|
Non-QM
|
Non-qualified mortgage
|
NPA
|
Non-performing asset
|
NPL
|
Non-performing loan
|
OCI
|
Other comprehensive income
|
OREO
|
Other real estate owned
|
OTTI
|
Other-than-temporary impairment
|
PCI
|
Purchased Credit-Impaired
|
ROU
|
Right-of-use
|
SBA
|
Small Business Administration
|
SBA loans
|
Loans originated pursuant to the rules and regulations of the SBA
|
SEC
|
U.S. Securities and Exchange Commission
|
TDR
|
Troubled debt restructuring
|
TRAC
|
Terminal Rental Adjustment Clause
|
UDAAP
|
Unfair, Deceptive or Abusive Acts and Practices
|
U.S. GAAP
|
Accounting principles generally accepted in the United States of America
|
VA
|
Department of Veterans Affairs
|
|
March 31,
2019 |
|
December 31,
2018 |
||||
ASSETS
|
|
|
|
||||
Cash and due from banks
|
$
|
41,723
|
|
|
$
|
17,696
|
|
Interest-earning deposits
|
75,939
|
|
|
44,439
|
|
||
Cash and cash equivalents
|
117,662
|
|
|
62,135
|
|
||
Investment securities, at fair value
|
678,142
|
|
|
665,012
|
|
||
Loans held for sale (includes $1,602 and $1,507, respectively, at fair value)
|
1,602
|
|
|
1,507
|
|
||
Loans receivable, mortgage warehouse, at fair value
|
1,480,195
|
|
|
1,405,420
|
|
||
Loans and leases receivable
|
7,264,049
|
|
|
7,138,074
|
|
||
Allowance for loan and lease losses
|
(43,679
|
)
|
|
(39,972
|
)
|
||
Total loans and leases receivable, net of allowance for loan and lease losses
|
8,700,565
|
|
|
8,503,522
|
|
||
FHLB, Federal Reserve Bank, and other restricted stock
|
80,416
|
|
|
89,685
|
|
||
Accrued interest receivable
|
35,716
|
|
|
32,955
|
|
||
Bank premises and equipment, net
|
10,542
|
|
|
11,063
|
|
||
Bank-owned life insurance
|
266,740
|
|
|
264,559
|
|
||
Other real estate owned
|
976
|
|
|
816
|
|
||
Goodwill and other intangibles
|
16,173
|
|
|
16,499
|
|
||
Other assets
|
235,360
|
|
|
185,672
|
|
||
Total assets
|
$
|
10,143,894
|
|
|
$
|
9,833,425
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Deposits:
|
|
|
|
||||
Demand, non-interest bearing
|
$
|
1,372,358
|
|
|
$
|
1,122,171
|
|
Interest-bearing
|
6,052,960
|
|
|
6,020,065
|
|
||
Total deposits
|
7,425,318
|
|
|
7,142,236
|
|
||
Federal funds purchased
|
388,000
|
|
|
187,000
|
|
||
FHLB advances
|
1,025,832
|
|
|
1,248,070
|
|
||
Other borrowings
|
123,963
|
|
|
123,871
|
|
||
Subordinated debt
|
109,002
|
|
|
108,977
|
|
||
Accrued interest payable and other liabilities
|
93,406
|
|
|
66,455
|
|
||
Total liabilities
|
9,165,521
|
|
|
8,876,609
|
|
||
Commitments and contingencies (NOTE 13)
|
|
|
|
||||
Shareholders’ equity:
|
|
|
|
||||
Preferred stock, par value $1.00 per share; liquidation preference $25.00 per share; 100,000,000 shares authorized, 9,000,000 shares issued and outstanding as of March 31, 2019 and December 31, 2018
|
217,471
|
|
|
217,471
|
|
||
Common stock, par value $1.00 per share; 200,000,000 shares authorized; 32,411,866 and 32,252,488 shares issued as of March 31, 2019 and December 31, 2018; 31,131,247 and 31,003,028 shares outstanding as of March 31, 2019 and December 31, 2018
|
32,412
|
|
|
32,252
|
|
||
Additional paid in capital
|
436,713
|
|
|
434,314
|
|
||
Retained earnings
|
328,476
|
|
|
316,651
|
|
||
Accumulated other comprehensive loss, net
|
(14,919
|
)
|
|
(22,663
|
)
|
||
Treasury stock, at cost (1,280,619 and 1,249,460 shares as of March 31, 2019 and December 31, 2018)
|
(21,780
|
)
|
|
(21,209
|
)
|
||
Total shareholders’ equity
|
978,373
|
|
|
956,816
|
|
||
Total liabilities and shareholders’ equity
|
$
|
10,143,894
|
|
|
$
|
9,833,425
|
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
Interest income:
|
|
|
|
||||
Loans and leases
|
$
|
93,116
|
|
|
$
|
85,931
|
|
Investment securities
|
6,241
|
|
|
8,672
|
|
||
Other
|
1,718
|
|
|
2,361
|
|
||
Total interest income
|
101,075
|
|
|
96,964
|
|
||
Interest expense:
|
|
|
|
||||
Deposits
|
31,225
|
|
|
19,793
|
|
||
FHLB advances
|
5,293
|
|
|
7,080
|
|
||
Subordinated debt
|
1,684
|
|
|
1,684
|
|
||
Other borrowings
|
3,569
|
|
|
3,376
|
|
||
Total interest expense
|
41,771
|
|
|
31,933
|
|
||
Net interest income
|
59,304
|
|
|
65,031
|
|
||
Provision for loan and lease losses
|
4,767
|
|
|
2,117
|
|
||
Net interest income after provision for loan and lease losses
|
54,537
|
|
|
62,914
|
|
||
Non-interest income:
|
|
|
|
||||
Interchange and card revenue
|
8,806
|
|
|
9,661
|
|
||
Deposit fees
|
2,209
|
|
|
2,092
|
|
||
Commercial lease income
|
2,401
|
|
|
862
|
|
||
Bank-owned life insurance
|
1,816
|
|
|
2,031
|
|
||
Mortgage warehouse transactional fees
|
1,314
|
|
|
1,887
|
|
||
Gain (loss) on sale of SBA and other loans
|
—
|
|
|
1,361
|
|
||
Mortgage banking income
|
167
|
|
|
121
|
|
||
Other
|
3,005
|
|
|
2,895
|
|
||
Total non-interest income
|
19,718
|
|
|
20,910
|
|
||
Non-interest expense:
|
|
|
|
||||
Salaries and employee benefits
|
25,823
|
|
|
24,925
|
|
||
Technology, communication, and bank operations
|
11,953
|
|
|
9,943
|
|
||
Professional services
|
4,573
|
|
|
6,008
|
|
||
Occupancy
|
2,903
|
|
|
2,834
|
|
||
Commercial lease depreciation
|
1,923
|
|
|
815
|
|
||
FDIC assessments, non-income taxes, and regulatory fees
|
1,988
|
|
|
2,200
|
|
||
Provision for operating losses
|
1,779
|
|
|
1,526
|
|
||
Advertising and promotion
|
809
|
|
|
390
|
|
||
Merger and acquisition related expenses
|
—
|
|
|
106
|
|
||
Loan workout
|
320
|
|
|
659
|
|
||
Other real estate owned expenses
|
57
|
|
|
40
|
|
||
Other
|
1,856
|
|
|
2,834
|
|
||
Total non-interest expense
|
53,984
|
|
|
52,280
|
|
||
Income before income tax expense
|
20,271
|
|
|
31,544
|
|
||
Income tax expense
|
4,831
|
|
|
7,402
|
|
||
Net income
|
15,440
|
|
|
24,142
|
|
||
Preferred stock dividends
|
3,615
|
|
|
3,615
|
|
||
Net income available to common shareholders
|
$
|
11,825
|
|
|
$
|
20,527
|
|
Basic earnings per common share
|
$
|
0.38
|
|
|
$
|
0.65
|
|
Diluted earnings per common share
|
$
|
0.38
|
|
|
$
|
0.64
|
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
Net income
|
$
|
15,440
|
|
|
$
|
24,142
|
|
Unrealized gains (losses) on available-for-sale debt securities:
|
|
|
|
||||
Unrealized gains (losses) arising during the period
|
17,817
|
|
|
(34,098
|
)
|
||
Income tax effect
|
(4,632
|
)
|
|
8,865
|
|
||
Net unrealized gains (losses) on available-for-sale debt securities
|
13,185
|
|
|
(25,233
|
)
|
||
Unrealized gains (losses) on cash flow hedges:
|
|
|
|
||||
Unrealized gains (losses) arising during the period
|
(6,939
|
)
|
|
873
|
|
||
Income tax effect
|
1,804
|
|
|
(227
|
)
|
||
Reclassification adjustment for (gains) losses included in net income
|
(413
|
)
|
|
131
|
|
||
Income tax effect
|
107
|
|
|
(34
|
)
|
||
Net unrealized gains (losses) on cash flow hedges
|
(5,441
|
)
|
|
743
|
|
||
Other comprehensive income (loss), net of income tax effect
|
7,744
|
|
|
(24,490
|
)
|
||
Comprehensive income (loss)
|
$
|
23,184
|
|
|
$
|
(348
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2019
|
||||||||||||||||||||||||||||||||
|
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 Loss
|
|
Treasury Stock
|
|
Total
|
||||||||||||||||
Balance, December 31, 2018
|
9,000,000
|
|
|
$
|
217,471
|
|
|
31,003,028
|
|
|
$
|
32,252
|
|
|
$
|
434,314
|
|
|
$
|
316,651
|
|
|
$
|
(22,663
|
)
|
|
$
|
(21,209
|
)
|
|
$
|
956,816
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,440
|
|
|
—
|
|
|
—
|
|
|
15,440
|
|
|||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,744
|
|
|
—
|
|
|
7,744
|
|
|||||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,615
|
)
|
|
—
|
|
|
—
|
|
|
(3,615
|
)
|
|||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,109
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,109
|
|
|||||||
Issuance of common stock under share-based compensation arrangements
|
—
|
|
|
—
|
|
|
159,378
|
|
|
160
|
|
|
290
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
450
|
|
|||||||
Repurchase of common shares
|
—
|
|
|
—
|
|
|
(31,159
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(571
|
)
|
|
(571
|
)
|
|||||||
Balance, March 31, 2019
|
9,000,000
|
|
|
$
|
217,471
|
|
|
31,131,247
|
|
|
$
|
32,412
|
|
|
$
|
436,713
|
|
|
$
|
328,476
|
|
|
$
|
(14,919
|
)
|
|
$
|
(21,780
|
)
|
|
$
|
978,373
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Three Months Ended March 31, 2018
|
||||||||||||||||||||||||||||||||
|
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 Loss
|
|
Treasury Stock
|
|
Total
|
||||||||||||||||
Balance, December 31, 2017
|
9,000,000
|
|
|
$
|
217,471
|
|
|
31,382,503
|
|
|
$
|
31,913
|
|
|
$
|
422,096
|
|
|
$
|
258,076
|
|
|
$
|
(359
|
)
|
|
$
|
(8,233
|
)
|
|
$
|
920,964
|
|
Reclassification of the income tax effects of the Tax Cuts and Jobs Act from accumulated other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
298
|
|
|
(298
|
)
|
|
—
|
|
|
—
|
|
|||||||
Reclassification of net unrealized gains on equity securities from accumulated other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,041
|
|
|
(1,041
|
)
|
|
—
|
|
|
—
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,142
|
|
|
—
|
|
|
—
|
|
|
24,142
|
|
|||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,490
|
)
|
|
—
|
|
|
(24,490
|
)
|
|||||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,615
|
)
|
|
—
|
|
|
|
|
(3,615
|
)
|
||||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,786
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,786
|
|
|||||||
Exercise of warrants
|
—
|
|
|
—
|
|
|
5,242
|
|
|
5
|
|
|
107
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
112
|
|
|||||||
Issuance of common stock under share-based compensation arrangements
|
—
|
|
|
—
|
|
|
78,526
|
|
|
79
|
|
|
110
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
189
|
|
|||||||
Balance, March 31, 2018
|
9,000,000
|
|
|
$
|
217,471
|
|
|
31,466,271
|
|
|
$
|
31,997
|
|
|
$
|
424,099
|
|
|
$
|
279,942
|
|
|
$
|
(26,188
|
)
|
|
$
|
(8,233
|
)
|
|
$
|
919,088
|
|
Standard
|
|
Summary of guidance
|
|
Effects on Financial Statements
|
|
|
|
|
|
ASU 2016-02,
Leases
Issued February 2016
|
|
Supersedes the lease accounting guidance for both lessees and lessors under ASC 840, Leases.
From the lessee's perspective, the new standard establishes a ROU model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months.
Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement for lessees.
This ASU requires lessors to account for leases using an approach that is substantially similar to the existing guidance for sales-type, direct financing leases and operating leases.
Effective January 1, 2019.
In July 2018, the FASB issued ASU 2018-11 “Leases (Topic 842): Targeted Improvements,” which provides lessees the option to apply the new leasing standard to all open leases as of the adoption date. Prior to this ASU issuance, a modified retrospective transition approach was required.
In December 2018, the FASB issued ASU 2018-20 "Leases (Topic 842): Narrow-Scope Improvements for Lessors," which provides lessors a policy election to not evaluate whether certain sales taxes and other similar taxes are lessor costs or lessee costs. Additionally, the update requires certain lessors to exclude from variable payments lessor costs paid by lessees directly to third parties.
In March 2019, the FASB issued ASU 2019-01 "Codification Improvements," which clarifies that lessors who are not manufacturers or dealers should use the original cost of the underlying asset in a lease as its fair value. Additionally, the update states that lessors who are depository or lending institutions within the scope of ASC 942 should present all principal payments received under leases under investing activities in their Statement of Cash Flows and that interim disclosures under ASC 250-10-50-3 are not required in the interim reports of issuers adopting ASC 842.
|
|
Customers adopted on January 1, 2019.
The adoption did not materially change Customers' recognition of operating lease expense in its consolidated statements of income.
Customers adopted certain practical expedients available under the new guidance, which did not require it to (1) reassess whether any expired or existing contracts contain leases, (2) reassess the lease classification for any expired or existing leases, (3) reassess initial direct costs for any existing leases, (4) separate non-lease components from the associated lease components, (5) evaluate whether certain sales taxes and other similar taxes are lessor costs, and (6) capitalize short-term leases. Additionally, Customers elected to apply the new lease guidance at the adoption date, rather than at the beginning of the earliest period presented and will continue to present comparative periods prior to January 1, 2019 under Topic 840. Customers did not adopt the hindsight practical expedient.
The adoption of the ASU for Customers' lessor equipment finance business did not have a significant impact on Customers' financial condition, results of operations, and consolidated financial statements.
See NOTE 7 - LEASES.
|
|
|
|
|
|
ASU 2017-08,
Receivables-Nonrefundable Fees and Other Costs: Premium Amortization on Purchased Callable Debt Securities Issued March 2017 |
|
Requires that premiums for certain callable debt securities held be amortized to their earliest call date.
Effective on January 1, 2019. Adoption of this new guidance must be applied on a modified retrospective approach. |
|
Customers adopted on January 1, 2019.
The adoption did not have a significant impact on Customers' financial condition, results of operations and consolidated financial statements.
|
|
|
|
|
|
Standard
|
|
Summary of guidance
|
|
Effects on Financial Statements
|
|
|
|
|
|
ASU 2017-11,
Accounting for Certain Financial Instruments with Down Round Features Issued July 2017 |
|
Changes the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features.
When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity's own stock. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) would no longer be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity-classified financial instruments, the amendments require entities to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of net income available to common shareholders in basic EPS. Effective January 1, 2019. |
|
Customers adopted on January 1, 2019.
The adoption did not have a significant impact on Customers' financial condition, results of operations and consolidated financial statements. |
|
|
|
|
|
ASU 2018-07,
Compensation - Stock Compensation (Topic 718): Improvements to Non-employee Share-Based Payment Accounting Issued June 2018 |
|
Expands the scope of Topic 718, Compensation - Stock Compensation, which currently only includes share-based payments issued to employees, to also include share-based payments issued to non-employees for goods and services.
Applies to all share-based payment transactions in which a grantor acquires goods or services from non-employees to be used or consumed in a grantor's own operations by issuing share-based payment awards. With the amended guidance from ASU 2018-07, non-employees share-based payments are measured with an estimate of the fair value of the equity the business is obligated to issue at the grant date (the date that the business and the stock award recipient agree to the terms of the award). Compensation would be recognized in the same period and in the same manner as if the entity had paid cash for goods or services instead of stock. Effective January 1, 2019. |
|
Customers adopted on January 1, 2019.
The adoption did not have a significant impact on Customers' financial condition, results of operations and consolidated financial statements. |
|
|
|
|
|
Standard
|
|
Summary of guidance
|
|
Effects on Financial Statements
|
|
|
|
|
|
ASU 2019-04,
Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments
Issued April 2019
|
|
Clarifies the scope of the credit losses standard and addresses issues related to accrued interest receivable balances, recoveries, variable interest rates, and prepayments.
Addresses partial-term fair value hedges, fair value hedge basis adjustments and certain transition requirements.
Addresses recognizing and measuring financial instruments, specifically the requirement for remeasurement under ASC 820 when using the measurement alternative, certain disclosure requirements and which equity securities have to be remeasured at historical exchange rates.
Topic 326 Amendments - Effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. Early adoption permitted. Topic 815 Amendments - Effective for first annual period beginning after the issuance date of this ASU (i.e., fiscal year 2020). Entities that have already adopted the amendments in ASU 2017-12 may elect either to retrospectively apply all the amendments or to prospectively apply all amendments as of the date of adoption. Topic 825 Amendments - Effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years.
|
|
Customers is currently evaluating the expected impact of this ASU on its financial condition, results of operations and consolidated financial statements.
|
|
|
|
|
|
ASU 2018-18,
Collaborative Arrangements (Topic 808): Clarifying the Interaction Between Topic 808 and Topic 606
Issued November 2018
|
|
Clarifies that certain transactions between collaborative arrangement participants should be accounted for as revenue under Topic 606 when the collaborative arrangement participant is a customer in the context of a unit of account. In those situations, all the guidance in Topic 606 should be applied, including recognition, measurement, presentation, and disclosure requirements.
Adds unit-of-account guidance in Topic 808 to align with the guidance in Topic 606 when an entity is assessing whether the collaborative arrangement or a part of the arrangement is within scope of Topic 606.
Requires that in a transaction with a collaborative arrangement participant that is not directly related to sales to third parties, presenting the transaction together with revenue recognized under Topic 606 is precluded if the collaborative arrangement participant is not a customer.
Effective for fiscal year beginning after December 15, 2019 and interim periods within those fiscal years. Early adoption permitted.
|
|
Customers is currently evaluating the expected impact of this ASU on its financial condition, results of operations and consolidated financial statements.
|
|
|
|
|
|
Standard
|
|
Summary of guidance
|
|
Effects on Financial Statements
|
|
|
|
|
|
ASU 2018-15,
Internal-Use Software (Subtopic 350-40): Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract
Issued August 2018
|
|
Clarifies that service contracts with hosting arrangements must follow internal-use software guidance Subtopic 350-40 when determining which implementation costs to capitalize as an asset related to the service contract and which costs to expense.
Also clarifies that capitalized implementation costs of a hosting arrangement that is a service contract are to be amortized over the term of the hosting arrangement, which includes the noncancelable period of the arrangement plus options to extend the arrangement if reasonably certain to exercise.
Clarifies that existing impairment guidance in Subtopic 350-40 must be applied to the capitalized implementation costs as if they were long-lived assets.
Applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption.
Effective for fiscal year beginning after December 15, 2019 and interim periods within those fiscal years. Early adoption permitted.
|
|
Customers is currently evaluating the expected impact of this ASU on its financial condition, results of operations and consolidated financial statements.
|
|
|
|
|
|
ASU 2016-13,
Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments
Issued June 2016
|
|
Requires an entity to utilize a new impairment model known as the CECL model to estimate lifetime expected credit loss and record an allowance that, when deducted from the amortized cost basis of the financial asset (including held to maturity securities), presents the net amount expected to be collected on the financial asset.
Replaces today's "incurred loss" approach and is expected to result in earlier recognition of credit losses.
For available-for-sale debt securities, entities will be required to record allowances for credit losses rather than reduce the carrying amount, as they do today under the OTTI model, and will be allowed to reverse previously established allowances in the event the credit of the issuer improves.
Simplifies the accounting model for PCI debt securities and loans.
Effective beginning after December 15, 2019 with early adoption permitted.
Adoption can be applied through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted.
ASC 842.
|
|
Customers has established a company-wide, cross-discipline governance structure, which provides implementation oversight and continues evaluating the impact of this ASU and reviewing the loss modeling requirements consistent with lifetime expected loss estimates.
Customers has selected a third-party vendor to assist in the implementation process of its new model, which will include different assumptions used in calculating credit losses, such as estimating losses over the contractual term adjusted for prepayments and will consider expected future changes in macroeconomic conditions. Customers continues to evaluate data requirements, methodologies, and forecasting options to utilize within the new model. Additionally, Customers is evaluating how to properly segment its loan and lease portfolio. Customers has completed preliminary runs of the new model and continues to evaluate the results and assumptions as it prepares to run two methodologies parallel in the second half of 2019. The adoption of this ASU may result in an increase to Customers' ALLL which will depend upon the nature and characteristics of Customers' loan and lease portfolio at the adoption date, as well as the macroeconomic conditions and forecasts at that date. Customers does not intend to early adopt this new guidance. |
|
|
|
|
|
|
Three Months Ended March 31,
|
||||||
(amounts in thousands, except share and per share data)
|
2019
|
|
2018
|
||||
Net income available to common shareholders
|
$
|
11,825
|
|
|
$
|
20,527
|
|
|
|
|
|
||||
Weighted-average number of common shares outstanding - basic
|
31,047,191
|
|
|
31,424,496
|
|
||
Share-based compensation plans
|
435,676
|
|
|
840,561
|
|
||
Warrants
|
—
|
|
|
8,916
|
|
||
Weighted-average number of common shares - diluted
|
31,482,867
|
|
|
32,273,973
|
|
||
|
|
|
|
||||
Basic earnings per common share
|
$
|
0.38
|
|
|
$
|
0.65
|
|
Diluted earnings per common share
|
$
|
0.38
|
|
|
$
|
0.64
|
|
|
Three Months Ended March 31,
|
||||
|
2019
|
|
2018
|
||
Share-based compensation awards
|
2,159,232
|
|
|
1,059,225
|
|
|
Three Months Ended March 31, 2019
|
||||||||||||||||
|
Available-for-Sale Debt Securities
|
|
|
|
|
||||||||||||
(amounts in thousands)
|
Unrealized Gains (Losses)
|
Foreign Currency Items
|
Total Unrealized Gains (Losses)
|
|
Unrealized Gains (Losses) on Cash Flow Hedges
|
|
Total
|
||||||||||
Balance - December 31, 2018
|
$
|
(21,741
|
)
|
$
|
—
|
|
$
|
(21,741
|
)
|
|
$
|
(922
|
)
|
|
$
|
(22,663
|
)
|
Other comprehensive income (loss) before reclassifications
|
13,185
|
|
—
|
|
13,185
|
|
|
(5,135
|
)
|
|
8,050
|
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss) to net income (1)
|
—
|
|
—
|
|
—
|
|
|
(306
|
)
|
|
(306
|
)
|
|||||
Net current-period other comprehensive income
|
13,185
|
|
—
|
|
13,185
|
|
|
(5,441
|
)
|
|
7,744
|
|
|||||
Balance - March 31, 2019
|
$
|
(8,556
|
)
|
$
|
—
|
|
$
|
(8,556
|
)
|
|
$
|
(6,363
|
)
|
|
$
|
(14,919
|
)
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2018
|
||||||||||||||||
(amounts in thousands)
|
Unrealized Gains (Losses)
|
Foreign Currency Items
|
Unrealized Gains (Losses) on Available-For-Sale Securities
|
|
Unrealized Gains (Losses) on Cash Flow Hedges
|
|
Total
|
||||||||||
Balance - December 31, 2017
|
$
|
(249
|
)
|
$
|
88
|
|
$
|
(161
|
)
|
|
$
|
(198
|
)
|
|
$
|
(359
|
)
|
Reclassification of the income tax effects of the Tax Cuts and Jobs Act (2)
|
(256
|
)
|
—
|
|
(256
|
)
|
|
(42
|
)
|
|
(298
|
)
|
|||||
Reclassification of net unrealized gains on equity securities (2)
|
(953
|
)
|
(88
|
)
|
(1,041
|
)
|
|
—
|
|
|
(1,041
|
)
|
|||||
Balance after reclassification adjustments on January 1, 2018
|
(1,458
|
)
|
—
|
|
(1,458
|
)
|
|
(240
|
)
|
|
(1,698
|
)
|
|||||
Other comprehensive income (loss) before reclassifications
|
(25,233
|
)
|
—
|
|
(25,233
|
)
|
|
646
|
|
|
(24,587
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss) to net income (1)
|
—
|
|
—
|
|
—
|
|
|
97
|
|
|
97
|
|
|||||
Net current-period other comprehensive income (loss)
|
(25,233
|
)
|
—
|
|
(25,233
|
)
|
|
743
|
|
|
(24,490
|
)
|
|||||
Balance - March 31, 2018
|
$
|
(26,691
|
)
|
$
|
—
|
|
$
|
(26,691
|
)
|
|
$
|
503
|
|
|
$
|
(26,188
|
)
|
|
|
|
|
|
|
|
|
(1)
|
Reclassification amounts for available-for-sale debt securities are reported as gain or loss on sale of investment securities on the consolidated statements of income. During the three months ended March 31, 2019 and 2018, there were no sales of investment securities. Reclassification amounts for cash flow hedges are reported as interest expense on FHLB advances on the consolidated statements of income. During the three months ended March 31, 2019, a reclassification amount of $413 thousand ($306 thousand net of taxes) was reported as a reduction to interest expense on FHLB advances on the consolidated statements of income. During the three months ended March 31, 2018, a reclassification amount of $131 thousand ($97 thousand net of taxes) was reported as interest expense on FHLB advances on the consolidated statements of income.
|
(2)
|
Amounts reclassified from accumulated other comprehensive income (loss) on January 1, 2018 as a result of the adoption of ASU 2018-02 and ASU 2016-01 resulted in a decrease in AOCI of $1.3 million and a corresponding increase in retained earnings for the same amount.
|
|
March 31, 2019
|
||||||||||||||
(amounts in thousands)
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Fair Value
|
||||||||
Available-for-sale debt securities:
|
|
|
|
|
|
|
|
||||||||
Agency-guaranteed residential mortgage-backed securities
|
$
|
306,651
|
|
|
$
|
62
|
|
|
$
|
(2,569
|
)
|
|
$
|
304,144
|
|
Corporate notes (1)
|
381,334
|
|
|
639
|
|
|
(9,695
|
)
|
|
372,278
|
|
||||
Available-for-sale debt securities
|
$
|
687,985
|
|
|
$
|
701
|
|
|
$
|
(12,264
|
)
|
|
676,422
|
|
|
Equity securities (2)
|
|
|
|
|
|
|
1,720
|
|
|||||||
Total investment securities, at fair value
|
|
|
|
|
|
|
$
|
678,142
|
|
|
December 31, 2018
|
||||||||||||||
(amounts in thousands)
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Fair Value
|
||||||||
Available-for-sale debt securities:
|
|
|
|
|
|
|
|
||||||||
Agency-guaranteed residential mortgage-backed securities
|
$
|
311,267
|
|
|
$
|
—
|
|
|
$
|
(5,893
|
)
|
|
$
|
305,374
|
|
Corporate notes (1)
|
381,407
|
|
|
920
|
|
|
(24,407
|
)
|
|
357,920
|
|
||||
Available-for-sale debt securities
|
$
|
692,674
|
|
|
$
|
920
|
|
|
$
|
(30,300
|
)
|
|
663,294
|
|
|
Equity securities (2)
|
|
|
|
|
|
|
|
|
|
1,718
|
|
||||
Total investment securities, at fair value
|
|
|
|
|
|
|
|
|
|
$
|
665,012
|
|
(1)
|
Includes corporate securities issued by other bank holding companies.
|
(2)
|
Includes equity securities issued by a foreign entity.
|
|
|
|
|
|
March 31, 2019
|
||||||
(amounts in thousands)
|
Amortized
Cost
|
|
Fair
Value
|
||||
Due in one year or less
|
$
|
—
|
|
|
$
|
—
|
|
Due after one year through five years
|
—
|
|
|
—
|
|
||
Due after five years through ten years
|
354,268
|
|
|
345,717
|
|
||
Due after ten years
|
27,066
|
|
|
26,561
|
|
||
Agency-guaranteed residential mortgage-backed securities
|
306,651
|
|
|
304,144
|
|
||
Total debt securities
|
$
|
687,985
|
|
|
$
|
676,422
|
|
|
March 31, 2019
|
||||||||||||||||||||||
|
Less Than 12 Months
|
|
12 Months or More
|
|
Total
|
||||||||||||||||||
(amounts in thousands)
|
Fair Value
|
|
Unrealized Losses
|
|
Fair Value
|
|
Unrealized Losses
|
|
Fair Value
|
|
Unrealized Losses
|
||||||||||||
Available-for-sale debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Agency-guaranteed residential mortgage-backed securities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
211,098
|
|
|
$
|
(2,569
|
)
|
|
$
|
211,098
|
|
|
$
|
(2,569
|
)
|
Corporate notes
|
21,873
|
|
|
(93
|
)
|
|
314,767
|
|
|
(9,602
|
)
|
|
336,640
|
|
|
(9,695
|
)
|
||||||
Total
|
$
|
21,873
|
|
|
$
|
(93
|
)
|
|
$
|
525,865
|
|
|
$
|
(12,171
|
)
|
|
$
|
547,738
|
|
|
$
|
(12,264
|
)
|
|
December 31, 2018
|
||||||||||||||||||||||
|
Less Than 12 Months
|
|
12 Months or More
|
|
Total
|
||||||||||||||||||
(amounts in thousands)
|
Fair Value
|
|
Unrealized Losses
|
|
Fair Value
|
|
Unrealized Losses
|
|
Fair Value
|
|
Unrealized Losses
|
||||||||||||
Available-for-sale debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Agency-guaranteed residential mortgage-backed securities
|
$
|
305,374
|
|
|
$
|
(5,893
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
305,374
|
|
|
$
|
(5,893
|
)
|
Corporate notes
|
310,036
|
|
|
(24,407
|
)
|
|
—
|
|
|
—
|
|
|
310,036
|
|
|
(24,407
|
)
|
||||||
Total
|
$
|
615,410
|
|
|
$
|
(30,300
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
615,410
|
|
|
$
|
(30,300
|
)
|
(amounts in thousands)
|
March 31, 2019
|
|
December 31, 2018
|
||||
Loans receivable, mortgage warehouse, at fair value
|
$
|
1,480,195
|
|
|
$
|
1,405,420
|
|
Loans receivable:
|
|
|
|
||||
Commercial:
|
|
|
|
||||
Multi-family
|
3,212,312
|
|
|
3,285,297
|
|
||
Commercial and industrial (including owner occupied commercial real estate) (1)
|
2,038,229
|
|
|
1,951,277
|
|
||
Commercial real estate non-owner occupied
|
1,107,336
|
|
|
1,125,106
|
|
||
Construction
|
53,372
|
|
|
56,491
|
|
||
Total commercial loans and leases receivable
|
6,411,249
|
|
|
6,418,171
|
|
||
Consumer:
|
|
|
|
||||
Residential real estate
|
625,066
|
|
|
566,561
|
|
||
Manufactured housing
|
77,778
|
|
|
79,731
|
|
||
Other
|
153,153
|
|
|
74,035
|
|
||
Total consumer loans receivable
|
855,997
|
|
|
720,327
|
|
||
Loans and leases receivable
|
7,267,246
|
|
|
7,138,498
|
|
||
Deferred (fees) costs and unamortized (discounts) premiums, net
|
(3,197
|
)
|
|
(424
|
)
|
||
Allowance for loan and lease losses
|
(43,679
|
)
|
|
(39,972
|
)
|
||
Total loans and leases receivable, net of allowance for loan and lease losses
|
$
|
8,700,565
|
|
|
$
|
8,503,522
|
|
(1)
|
Includes direct finance equipment leases of $56.4 million and $54.5 million at March 31, 2019 and December 31, 2018, respectively.
|
|
March 31, 2019
|
||||||||||||||||||||||||||
(amounts in thousands)
|
30-89 Days Past Due (1)
|
|
90 Days or More Past Due (1)
|
|
Total Past Due (1)
|
|
Non-Accrual
|
|
Current (2)
|
|
Purchased-Credit-Impaired Loans (3)
|
|
Total Loans and Leases (4)
|
||||||||||||||
Multi-family
|
$
|
3,794
|
|
|
$
|
—
|
|
|
$
|
3,794
|
|
|
$
|
1,997
|
|
|
$
|
3,204,879
|
|
|
$
|
1,642
|
|
|
$
|
3,212,312
|
|
Commercial and industrial
|
1,271
|
|
|
—
|
|
|
1,271
|
|
|
12,225
|
|
|
1,441,679
|
|
|
417
|
|
|
1,455,592
|
|
|||||||
Commercial real estate owner occupied
|
3,566
|
|
|
—
|
|
|
3,566
|
|
|
839
|
|
|
570,380
|
|
|
7,852
|
|
|
582,637
|
|
|||||||
Commercial real estate non-owner occupied
|
1,976
|
|
|
—
|
|
|
1,976
|
|
|
102
|
|
|
1,101,129
|
|
|
4,129
|
|
|
1,107,336
|
|
|||||||
Construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
53,372
|
|
|
—
|
|
|
53,372
|
|
|||||||
Residential real estate
|
5,612
|
|
|
—
|
|
|
5,612
|
|
|
5,574
|
|
|
609,874
|
|
|
4,006
|
|
|
625,066
|
|
|||||||
Manufactured housing (5)
|
3,686
|
|
|
1,936
|
|
|
5,622
|
|
|
1,924
|
|
|
68,362
|
|
|
1,870
|
|
|
77,778
|
|
|||||||
Other consumer
|
491
|
|
|
—
|
|
|
491
|
|
|
108
|
|
|
152,348
|
|
|
206
|
|
|
153,153
|
|
|||||||
Total
|
$
|
20,396
|
|
|
$
|
1,936
|
|
|
$
|
22,332
|
|
|
$
|
22,769
|
|
|
$
|
7,202,023
|
|
|
$
|
20,122
|
|
|
$
|
7,267,246
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
December 31, 2018
|
||||||||||||||||||||||||||
(amounts in thousands)
|
30-89 Days Past Due (1)
|
|
90 Days or More Past Due (1)
|
|
Total Past Due (1)
|
|
Non-Accrual
|
|
Current (2)
|
|
Purchased-Credit-Impaired Loans (3)
|
|
Total Loans and Leases (4)
|
||||||||||||||
Multi-family
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,155
|
|
|
$
|
3,282,452
|
|
|
$
|
1,690
|
|
|
$
|
3,285,297
|
|
Commercial and industrial
|
1,914
|
|
|
—
|
|
|
1,914
|
|
|
17,764
|
|
|
1,353,586
|
|
|
536
|
|
|
1,373,800
|
|
|||||||
Commercial real estate owner occupied
|
193
|
|
|
—
|
|
|
193
|
|
|
1,037
|
|
|
567,809
|
|
|
8,438
|
|
|
577,477
|
|
|||||||
Commercial real estate non-owner occupied
|
1,190
|
|
|
—
|
|
|
1,190
|
|
|
129
|
|
|
1,119,443
|
|
|
4,344
|
|
|
1,125,106
|
|
|||||||
Construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
56,491
|
|
|
—
|
|
|
56,491
|
|
|||||||
Residential real estate
|
5,940
|
|
|
—
|
|
|
5,940
|
|
|
5,605
|
|
|
550,679
|
|
|
4,337
|
|
|
566,561
|
|
|||||||
Manufactured housing (5)
|
3,926
|
|
|
2,188
|
|
|
6,114
|
|
|
1,693
|
|
|
69,916
|
|
|
2,008
|
|
|
79,731
|
|
|||||||
Other consumer
|
200
|
|
|
—
|
|
|
200
|
|
|
111
|
|
|
73,503
|
|
|
221
|
|
|
74,035
|
|
|||||||
Total
|
$
|
13,363
|
|
|
$
|
2,188
|
|
|
$
|
15,551
|
|
|
$
|
27,494
|
|
|
$
|
7,073,879
|
|
|
$
|
21,574
|
|
|
$
|
7,138,498
|
|
(1)
|
Includes past due loans and leases that are accruing interest because collection is considered probable.
|
(2)
|
Loans and leases 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. Due to 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 ALLL.
|
(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.
|
Three Months Ended March 31, 2019
|
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)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Ending Balance,
December 31, 2018 |
$
|
11,462
|
|
|
$
|
12,145
|
|
|
$
|
3,320
|
|
|
$
|
6,093
|
|
|
$
|
624
|
|
|
$
|
3,654
|
|
|
$
|
145
|
|
|
$
|
2,529
|
|
|
$
|
39,972
|
|
Charge-offs
|
(541
|
)
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
(40
|
)
|
|
—
|
|
|
(755
|
)
|
|
(1,344
|
)
|
|||||||||
Recoveries
|
—
|
|
|
119
|
|
|
128
|
|
|
—
|
|
|
6
|
|
|
7
|
|
|
—
|
|
|
24
|
|
|
284
|
|
|||||||||
Provision for loan and lease losses
|
(291
|
)
|
|
383
|
|
|
(15
|
)
|
|
(78
|
)
|
|
(46
|
)
|
|
2,951
|
|
|
(28
|
)
|
|
1,891
|
|
|
4,767
|
|
|||||||||
Ending Balance,
March 31, 2019 |
$
|
10,630
|
|
|
$
|
12,647
|
|
|
$
|
3,425
|
|
|
$
|
6,015
|
|
|
$
|
584
|
|
|
$
|
6,572
|
|
|
$
|
117
|
|
|
$
|
3,689
|
|
|
$
|
43,679
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
As of March 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Loans and leases receivable:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Individually evaluated for impairment
|
$
|
1,997
|
|
|
$
|
17,411
|
|
|
$
|
867
|
|
|
$
|
102
|
|
|
$
|
—
|
|
|
$
|
8,567
|
|
|
$
|
10,307
|
|
|
$
|
108
|
|
|
$
|
39,359
|
|
Collectively evaluated for impairment
|
3,208,673
|
|
|
1,437,764
|
|
|
573,918
|
|
|
1,103,105
|
|
|
53,372
|
|
|
612,493
|
|
|
65,601
|
|
|
152,839
|
|
|
7,207,765
|
|
|||||||||
Loans acquired with credit deterioration
|
1,642
|
|
|
417
|
|
|
7,852
|
|
|
4,129
|
|
|
—
|
|
|
4,006
|
|
|
1,870
|
|
|
206
|
|
|
20,122
|
|
|||||||||
Total loans and leases receivable
|
$
|
3,212,312
|
|
|
$
|
1,455,592
|
|
|
$
|
582,637
|
|
|
$
|
1,107,336
|
|
|
$
|
53,372
|
|
|
$
|
625,066
|
|
|
$
|
77,778
|
|
|
$
|
153,153
|
|
|
$
|
7,267,246
|
|
Allowance for loan and lease losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Individually evaluated for impairment
|
$
|
—
|
|
|
$
|
263
|
|
|
$
|
36
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
78
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
380
|
|
Collectively evaluated for impairment
|
10,630
|
|
|
12,116
|
|
|
3,389
|
|
|
4,019
|
|
|
584
|
|
|
6,105
|
|
|
89
|
|
|
3,537
|
|
|
40,469
|
|
|||||||||
Loans acquired with credit deterioration
|
—
|
|
|
268
|
|
|
—
|
|
|
1,996
|
|
|
—
|
|
|
389
|
|
|
25
|
|
|
152
|
|
|
2,830
|
|
|||||||||
Total allowance for loan and lease losses
|
$
|
10,630
|
|
|
$
|
12,647
|
|
|
$
|
3,425
|
|
|
$
|
6,015
|
|
|
$
|
584
|
|
|
$
|
6,572
|
|
|
$
|
117
|
|
|
$
|
3,689
|
|
|
$
|
43,679
|
|
Three Months Ended March 31, 2018
|
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)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Ending Balance,
December 31, 2017 |
$
|
12,168
|
|
|
$
|
10,918
|
|
|
$
|
3,232
|
|
|
$
|
7,437
|
|
|
$
|
979
|
|
|
$
|
2,929
|
|
|
$
|
180
|
|
|
$
|
172
|
|
|
$
|
38,015
|
|
Charge-offs
|
—
|
|
|
(50
|
)
|
|
(18
|
)
|
|
—
|
|
|
—
|
|
|
(365
|
)
|
|
—
|
|
|
(256
|
)
|
|
(689
|
)
|
|||||||||
Recoveries
|
—
|
|
|
35
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
7
|
|
|
—
|
|
|
3
|
|
|
56
|
|
|||||||||
Provision for loan and lease losses
|
377
|
|
|
834
|
|
|
311
|
|
|
(204
|
)
|
|
(69
|
)
|
|
608
|
|
|
(4
|
)
|
|
264
|
|
|
2,117
|
|
|||||||||
Ending Balance,
March 31, 2018 |
$
|
12,545
|
|
|
$
|
11,737
|
|
|
$
|
3,525
|
|
|
$
|
7,233
|
|
|
$
|
921
|
|
|
$
|
3,179
|
|
|
$
|
176
|
|
|
$
|
183
|
|
|
$
|
39,499
|
|
As of December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Loans and leases receivable:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Individually evaluated for impairment
|
$
|
1,155
|
|
|
$
|
17,828
|
|
|
$
|
1,069
|
|
|
$
|
129
|
|
|
$
|
—
|
|
|
$
|
8,631
|
|
|
$
|
10,195
|
|
|
$
|
111
|
|
|
$
|
39,118
|
|
Collectively evaluated for impairment
|
3,282,452
|
|
|
1,355,436
|
|
|
567,970
|
|
|
1,120,633
|
|
|
56,491
|
|
|
553,593
|
|
|
67,528
|
|
|
73,703
|
|
|
7,077,806
|
|
|||||||||
Loans acquired with credit deterioration
|
1,690
|
|
|
536
|
|
|
8,438
|
|
|
4,344
|
|
|
—
|
|
|
4,337
|
|
|
2,008
|
|
|
221
|
|
|
21,574
|
|
|||||||||
Total loans and leases receivable
|
$
|
3,285,297
|
|
|
$
|
1,373,800
|
|
|
$
|
577,477
|
|
|
$
|
1,125,106
|
|
|
$
|
56,491
|
|
|
$
|
566,561
|
|
|
$
|
79,731
|
|
|
$
|
74,035
|
|
|
$
|
7,138,498
|
|
Allowance for loan and lease losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Individually evaluated for impairment
|
$
|
539
|
|
|
$
|
261
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
41
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
845
|
|
Collectively evaluated for impairment
|
10,923
|
|
|
11,516
|
|
|
3,319
|
|
|
4,161
|
|
|
624
|
|
|
3,227
|
|
|
89
|
|
|
2,390
|
|
|
36,249
|
|
|||||||||
Loans acquired with credit deterioration
|
—
|
|
|
368
|
|
|
—
|
|
|
1,932
|
|
|
—
|
|
|
386
|
|
|
53
|
|
|
139
|
|
|
2,878
|
|
|||||||||
Total allowance for loan and lease losses
|
$
|
11,462
|
|
|
$
|
12,145
|
|
|
$
|
3,320
|
|
|
$
|
6,093
|
|
|
$
|
624
|
|
|
$
|
3,654
|
|
|
$
|
145
|
|
|
$
|
2,529
|
|
|
$
|
39,972
|
|
|
March 31, 2019
|
|
Three Months Ended
March 31, 2019 |
||||||||||||||||
(amounts in thousands)
|
Recorded Investment Net of Charge-Offs
|
|
Unpaid Principal Balance
|
|
Related Allowance
|
|
Average Recorded Investment
|
|
Interest Income Recognized
|
||||||||||
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
||||||||||
Multi-family
|
$
|
1,997
|
|
|
$
|
2,538
|
|
|
$
|
—
|
|
|
$
|
998
|
|
|
$
|
—
|
|
Commercial and industrial
|
11,185
|
|
|
12,749
|
|
|
—
|
|
|
12,422
|
|
|
2
|
|
|||||
Commercial real estate owner occupied
|
556
|
|
|
1,103
|
|
|
—
|
|
|
796
|
|
|
21
|
|
|||||
Commercial real estate non-owner occupied
|
102
|
|
|
214
|
|
|
—
|
|
|
115
|
|
|
—
|
|
|||||
Residential real estate
|
4,722
|
|
|
5,044
|
|
|
—
|
|
|
4,782
|
|
|
—
|
|
|||||
Manufactured housing
|
10,140
|
|
|
10,140
|
|
|
—
|
|
|
10,084
|
|
|
115
|
|
|||||
Other consumer
|
108
|
|
|
108
|
|
|
—
|
|
|
110
|
|
|
—
|
|
|||||
With an allowance recorded:
|
|
|
|
|
|
|
|
|
|
||||||||||
Multi-family
|
—
|
|
|
—
|
|
|
—
|
|
|
578
|
|
|
—
|
|
|||||
Commercial and industrial
|
6,226
|
|
|
6,409
|
|
|
263
|
|
|
5,197
|
|
|
39
|
|
|||||
Commercial real estate owner occupied
|
311
|
|
|
498
|
|
|
36
|
|
|
172
|
|
|
1
|
|
|||||
Residential real estate
|
3,845
|
|
|
3,845
|
|
|
78
|
|
|
3,817
|
|
|
26
|
|
|||||
Manufactured housing
|
167
|
|
|
167
|
|
|
3
|
|
|
168
|
|
|
2
|
|
|||||
Total
|
$
|
39,359
|
|
|
$
|
42,815
|
|
|
$
|
380
|
|
|
$
|
39,239
|
|
|
$
|
206
|
|
|
December 31, 2018
|
|
Three Months Ended
March 31, 2018 |
||||||||||||||||
(amounts in thousands)
|
Recorded Investment Net of Charge-Offs
|
|
Unpaid Principal Balance
|
|
Related Allowance
|
|
Average Recorded Investment
|
|
Interest Income Recognized
|
||||||||||
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
$
|
13,660
|
|
|
$
|
15,263
|
|
|
$
|
—
|
|
|
$
|
7,484
|
|
|
$
|
—
|
|
Commercial real estate owner occupied
|
1,037
|
|
|
1,766
|
|
|
—
|
|
|
710
|
|
|
—
|
|
|||||
Commercial real estate non-owner occupied
|
129
|
|
|
241
|
|
|
—
|
|
|
201
|
|
|
—
|
|
|||||
Residential real estate
|
4,842
|
|
|
5,128
|
|
|
—
|
|
|
3,623
|
|
|
—
|
|
|||||
Manufactured housing
|
10,027
|
|
|
10,027
|
|
|
—
|
|
|
9,876
|
|
|
131
|
|
|||||
Other consumer
|
111
|
|
|
111
|
|
|
—
|
|
|
63
|
|
|
—
|
|
|||||
With an allowance recorded:
|
|
|
|
|
|
|
|
|
|
||||||||||
Multi-family
|
1,155
|
|
|
1,155
|
|
|
539
|
|
|
—
|
|
|
—
|
|
|||||
Commercial and industrial
|
4,168
|
|
|
4,351
|
|
|
261
|
|
|
8,390
|
|
|
1
|
|
|||||
Commercial real estate owner occupied
|
32
|
|
|
32
|
|
|
1
|
|
|
756
|
|
|
1
|
|
|||||
Residential real estate
|
3,789
|
|
|
3,789
|
|
|
41
|
|
|
5,122
|
|
|
25
|
|
|||||
Manufactured housing
|
168
|
|
|
168
|
|
|
3
|
|
|
223
|
|
|
—
|
|
|||||
Total
|
$
|
39,118
|
|
|
$
|
42,031
|
|
|
$
|
845
|
|
|
$
|
36,448
|
|
|
$
|
158
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
(amounts in thousands)
|
Accruing TDRs
|
|
Nonaccrual TDRs
|
|
Total
|
|
Accruing TDRs
|
|
Nonaccrual TDRs
|
|
Total
|
||||||||||||
Commercial and industrial
|
$
|
5,186
|
|
|
$
|
471
|
|
|
$
|
5,657
|
|
|
$
|
64
|
|
|
$
|
5,273
|
|
|
$
|
5,337
|
|
Commercial real estate owner occupied
|
28
|
|
|
—
|
|
|
28
|
|
|
32
|
|
|
—
|
|
|
32
|
|
||||||
Residential real estate
|
2,993
|
|
|
723
|
|
|
3,716
|
|
|
3,026
|
|
|
667
|
|
|
3,693
|
|
||||||
Manufactured housing
|
8,383
|
|
|
1,850
|
|
|
10,233
|
|
|
8,502
|
|
|
1,620
|
|
|
10,122
|
|
||||||
Other consumer
|
—
|
|
|
11
|
|
|
11
|
|
|
—
|
|
|
12
|
|
|
12
|
|
||||||
Total TDRs
|
$
|
16,590
|
|
|
$
|
3,055
|
|
|
$
|
19,645
|
|
|
$
|
11,624
|
|
|
$
|
7,572
|
|
|
$
|
19,196
|
|
|
Three Months Ended March 31, 2019
|
|
Three Months Ended March 31, 2018
|
||||||||||
(dollars in thousands)
|
Number of Loans
|
|
Recorded Investment
|
|
Number of Loans
|
|
Recorded Investment
|
||||||
Extensions of maturity
|
2
|
|
|
$
|
514
|
|
|
—
|
|
|
$
|
—
|
|
Interest-rate reductions
|
10
|
|
|
385
|
|
|
9
|
|
|
322
|
|
||
Total
|
12
|
|
|
$
|
899
|
|
|
9
|
|
|
$
|
322
|
|
|
Three Months Ended March 31, 2019
|
|
Three Months Ended March 31, 2018
|
||||||||||
(dollars in thousands)
|
Number of Loans
|
|
Recorded Investment
|
|
Number of Loans
|
|
Recorded Investment
|
||||||
Commercial and industrial
|
1
|
|
|
$
|
431
|
|
|
—
|
|
|
$
|
—
|
|
Manufactured housing
|
10
|
|
|
385
|
|
|
9
|
|
|
322
|
|
||
Residential real estate
|
1
|
|
|
83
|
|
|
—
|
|
|
—
|
|
||
Total loans
|
12
|
|
|
$
|
899
|
|
|
9
|
|
|
$
|
322
|
|
|
March 31, 2019
|
|
March 31, 2018
|
|||||||||||
(dollars in thousands)
|
Number of Loans
|
|
Recorded Investment
|
|
Number of Loans
|
|
Recorded Investment
|
|||||||
Manufactured housing
|
5
|
|
|
$
|
137
|
|
|
1
|
|
|
$
|
29
|
|
|
Commercial and industrial
|
1
|
|
|
431
|
|
|
—
|
|
|
—
|
|
|||
Total loans
|
$
|
6
|
|
|
$
|
568
|
|
|
1
|
|
|
$
|
29
|
|
|
Three Months Ended March 31,
|
||||||
(amounts in thousands)
|
2019
|
|
2018
|
||||
Accretable yield balance, beginning of period
|
$
|
6,178
|
|
|
$
|
7,825
|
|
Accretion to interest income
|
(277
|
)
|
|
(338
|
)
|
||
Reclassification from nonaccretable difference and disposals, net
|
293
|
|
|
176
|
|
||
Accretable yield balance, end of period
|
$
|
6,194
|
|
|
$
|
7,663
|
|
|
March 31, 2019
|
||||||||||||||||||||||||||||||||||
(amounts in thousands)
|
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 (3)
|
||||||||||||||||||
Pass/Satisfactory
|
$
|
3,164,722
|
|
|
$
|
1,395,034
|
|
|
$
|
565,631
|
|
|
$
|
1,036,957
|
|
|
$
|
53,372
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,215,716
|
|
Special Mention
|
40,441
|
|
|
30,575
|
|
|
12,300
|
|
|
30,258
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
113,574
|
|
|||||||||
Substandard
|
7,149
|
|
|
29,983
|
|
|
4,706
|
|
|
40,121
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
81,959
|
|
|||||||||
Performing (1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
613,880
|
|
|
70,232
|
|
|
152,554
|
|
|
836,666
|
|
|||||||||
Non-performing (2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,186
|
|
|
7,546
|
|
|
599
|
|
|
19,331
|
|
|||||||||
Total
|
$
|
3,212,312
|
|
|
$
|
1,455,592
|
|
|
$
|
582,637
|
|
|
$
|
1,107,336
|
|
|
$
|
53,372
|
|
|
$
|
625,066
|
|
|
$
|
77,778
|
|
|
$
|
153,153
|
|
|
$
|
7,267,246
|
|
|
December 31, 2018
|
||||||||||||||||||||||||||||||||||
(amounts in thousands)
|
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 (3)
|
||||||||||||||||||
Pass/Satisfactory
|
$
|
3,201,822
|
|
|
$
|
1,306,466
|
|
|
$
|
562,639
|
|
|
$
|
1,054,493
|
|
|
$
|
56,491
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,181,911
|
|
Special Mention
|
55,696
|
|
|
30,551
|
|
|
9,730
|
|
|
30,203
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
126,180
|
|
|||||||||
Substandard
|
27,779
|
|
|
36,783
|
|
|
5,108
|
|
|
40,410
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
110,080
|
|
|||||||||
Performing (1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
555,016
|
|
|
71,924
|
|
|
73,724
|
|
|
700,664
|
|
|||||||||
Non-performing (2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,545
|
|
|
7,807
|
|
|
311
|
|
|
19,663
|
|
|||||||||
Total
|
$
|
3,285,297
|
|
|
$
|
1,373,800
|
|
|
$
|
577,477
|
|
|
$
|
1,125,106
|
|
|
$
|
56,491
|
|
|
$
|
566,561
|
|
|
$
|
79,731
|
|
|
$
|
74,035
|
|
|
$
|
7,138,498
|
|
(1)
|
Includes residential real estate, manufactured housing, and other consumer loans not subject to risk ratings.
|
(2)
|
Includes residential real estate, manufactured housing, and other consumer loans that are past due and still accruing interest or on nonaccrual status.
|
(3)
|
Excludes commercial mortgage warehouse loans reported at fair value.
|
|
Three Months Ended March 31,
|
||||||
(amounts in thousands)
|
2019
|
|
2018
|
||||
Purchases (1)
|
|
|
|
||||
Residential real estate
|
$
|
66,384
|
|
|
$
|
—
|
|
Other consumer
|
66,136
|
|
|
—
|
|
||
Total
|
$
|
132,520
|
|
|
$
|
—
|
|
Sales (2)
|
|
|
|
||||
Commercial and industrial (3)
|
—
|
|
|
(6,842
|
)
|
||
Commercial real estate owner occupied (3)
|
—
|
|
|
(8,151
|
)
|
||
Total
|
$
|
—
|
|
|
$
|
(14,993
|
)
|
(1)
|
The purchase price was 97.6% of loans outstanding for the three months ended March 31, 2019. There were no loan purchases during the three months ended March 31, 2018.
|
(2)
|
There were no loan sales for the three months ended March 31, 2019. For the three months ended March 31, 2018, loan sales resulted in a net gain of $1.4 million.
|
(3)
|
Primarily sales of SBA loans.
|
(amounts in thousands)
|
Classification
|
|
March 31, 2019
|
||
ASSETS
|
|
|
|
||
Operating lease ROU assets
|
Other assets
|
|
$
|
22,469
|
|
LIABILITIES
|
|
|
|
||
Operating lease liabilities
|
Other liabilities
|
|
$
|
23,649
|
|
|
|
|
Three Months Ended March 31,
|
||
(amounts in thousands)
|
Classification
|
|
2019
|
||
Operating lease cost (1)
|
Occupancy expenses
|
|
$
|
1,469
|
|
(amounts in thousands)
|
March 31, 2019
|
||
2019
|
$
|
4,303
|
|
2020
|
5,135
|
|
|
2021
|
4,513
|
|
|
2022
|
3,885
|
|
|
2023
|
2,856
|
|
|
Thereafter
|
4,699
|
|
|
Total minimum payments
|
25,391
|
|
|
Less: interest
|
1,742
|
|
|
Present value of lease liabilities
|
$
|
23,649
|
|
(amounts in thousands)
|
March 31, 2019
|
|
Weighted average remaining lease term (years)
|
|
|
Operating leases
|
5.6 years
|
|
|
|
|
Weighted average discount rate
|
|
|
Operating leases
|
2.74
|
%
|
|
|
(amounts in thousands)
|
December 31, 2018
|
||
2019
|
$
|
5,577
|
|
2020
|
5,135
|
|
|
2021
|
4,513
|
|
|
2022
|
3,885
|
|
|
2023
|
2,856
|
|
|
Thereafter
|
4,699
|
|
|
Total minimum payments
|
$
|
26,665
|
|
(amounts in thousands)
|
Classification
|
|
March 31, 2019
|
||
ASSETS
|
|
|
|
||
Direct financing leases
|
|
|
|
||
Lease receivables
|
Loans and leases receivable
|
|
$
|
56,553
|
|
Guaranteed residual assets
|
Loans and leases receivable
|
|
5,540
|
|
|
Unguaranteed residual assets
|
Loans and leases receivable
|
|
622
|
|
|
Deferred initial direct costs
|
Loans and leases receivable
|
|
745
|
|
|
Unearned income
|
Loans and leases receivable
|
|
(6,342
|
)
|
|
Net investment in direct financing leases
|
|
|
$
|
57,118
|
|
|
|
|
|
||
Operating leases
|
|
|
|
||
Investment in operating leases
|
Other assets
|
|
$
|
67,093
|
|
Accumulated depreciation
|
Other assets
|
|
(6,705
|
)
|
|
Deferred initial direct costs
|
Other assets
|
|
864
|
|
|
Net investment in operating leases
|
|
|
61,252
|
|
|
Total lease assets
|
|
|
$
|
118,370
|
|
|
|
|
|
|
Fair Value Measurements at March 31, 2019
|
||||||||||||||
(amounts in thousands)
|
Carrying Amount
|
|
Estimated Fair Value
|
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs (Level 3)
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
117,662
|
|
|
$
|
117,662
|
|
|
$
|
117,662
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Debt securities, available for sale
|
676,422
|
|
|
676,422
|
|
|
—
|
|
|
676,422
|
|
|
—
|
|
|||||
Equity securities
|
1,720
|
|
|
1,720
|
|
|
1,720
|
|
|
—
|
|
|
—
|
|
|||||
Loans held for sale
|
1,602
|
|
|
1,602
|
|
|
—
|
|
|
1,602
|
|
|
—
|
|
|||||
Total loans and leases receivable, net of allowance for loan and lease losses
|
8,700,565
|
|
|
8,774,518
|
|
|
—
|
|
|
1,480,195
|
|
|
7,294,323
|
|
|||||
FHLB, Federal Reserve Bank and other restricted stock
|
80,416
|
|
|
80,416
|
|
|
—
|
|
|
80,416
|
|
|
—
|
|
|||||
Derivatives
|
14,665
|
|
|
14,665
|
|
|
—
|
|
|
14,588
|
|
|
77
|
|
|||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Deposits
|
$
|
7,425,318
|
|
|
$
|
7,422,232
|
|
|
$
|
5,867,017
|
|
|
$
|
1,555,215
|
|
|
$
|
—
|
|
Federal funds purchased
|
388,000
|
|
|
388,000
|
|
|
388,000
|
|
|
—
|
|
|
—
|
|
|||||
FHLB advances
|
1,025,832
|
|
|
1,025,830
|
|
|
500,832
|
|
|
524,998
|
|
|
—
|
|
|||||
Other borrowings
|
123,963
|
|
|
123,591
|
|
|
—
|
|
|
123,591
|
|
|
—
|
|
|||||
Subordinated debt
|
109,002
|
|
|
113,988
|
|
|
—
|
|
|
113,988
|
|
|
—
|
|
|||||
Derivatives
|
23,837
|
|
|
23,837
|
|
|
—
|
|
|
23,837
|
|
|
—
|
|
|
|
|
|
|
Fair Value Measurements at December 31, 2018
|
||||||||||||||
(amounts in thousands)
|
Carrying Amount
|
|
Estimated Fair Value
|
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs (Level 3)
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
62,135
|
|
|
$
|
62,135
|
|
|
$
|
62,135
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Debt securities, available for sale
|
663,294
|
|
|
663,294
|
|
|
—
|
|
|
663,294
|
|
|
—
|
|
|||||
Equity securities
|
1,718
|
|
|
1,718
|
|
|
1,718
|
|
|
—
|
|
|
—
|
|
|||||
Loans held for sale
|
1,507
|
|
|
1,507
|
|
|
—
|
|
|
1,507
|
|
|
—
|
|
|||||
Total loans and leases receivable, net of allowance for loan and lease losses
|
8,503,522
|
|
|
8,481,128
|
|
|
—
|
|
|
1,405,420
|
|
|
7,075,708
|
|
|||||
FHLB, Federal Reserve Bank and other restricted stock
|
89,685
|
|
|
89,685
|
|
|
—
|
|
|
89,685
|
|
|
—
|
|
|||||
Derivatives
|
14,693
|
|
|
14,693
|
|
|
—
|
|
|
14,624
|
|
|
69
|
|
|||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Deposits
|
$
|
7,142,236
|
|
|
$
|
7,136,009
|
|
|
$
|
5,408,055
|
|
|
$
|
1,727,954
|
|
|
$
|
—
|
|
Federal funds purchased
|
187,000
|
|
|
187,000
|
|
|
187,000
|
|
|
—
|
|
|
—
|
|
|||||
FHLB advances
|
1,248,070
|
|
|
1,248,046
|
|
|
998,070
|
|
|
249,976
|
|
|
—
|
|
|||||
Other borrowings
|
123,871
|
|
|
121,718
|
|
|
—
|
|
|
121,718
|
|
|
—
|
|
|||||
Subordinated debt
|
108,977
|
|
|
110,550
|
|
|
—
|
|
|
110,550
|
|
|
—
|
|
|||||
Derivatives
|
16,286
|
|
|
16,286
|
|
|
—
|
|
|
16,286
|
|
|
—
|
|
|
March 31, 2019
|
||||||||||||||
|
Fair Value Measurements at the End of the Reporting Period Using
|
||||||||||||||
(amounts in thousands)
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs (Level 3)
|
|
Total
|
||||||||
Measured at Fair Value on a Recurring Basis:
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Available-for-sale debt securities:
|
|
|
|
|
|
|
|
||||||||
Agency-guaranteed residential mortgage-backed securities
|
$
|
—
|
|
|
$
|
304,144
|
|
|
$
|
—
|
|
|
$
|
304,144
|
|
Corporate notes
|
—
|
|
|
372,278
|
|
|
—
|
|
|
372,278
|
|
||||
Equity securities
|
1,720
|
|
|
—
|
|
|
—
|
|
|
1,720
|
|
||||
Derivatives
|
—
|
|
|
14,588
|
|
|
77
|
|
|
14,665
|
|
||||
Loans held for sale – fair value option
|
—
|
|
|
1,602
|
|
|
—
|
|
|
1,602
|
|
||||
Loans receivable, mortgage warehouse – fair value option
|
—
|
|
|
1,480,195
|
|
|
—
|
|
|
1,480,195
|
|
||||
Total assets – recurring fair value measurements
|
$
|
1,720
|
|
|
$
|
2,172,807
|
|
|
$
|
77
|
|
|
$
|
2,174,604
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Derivatives
|
$
|
—
|
|
|
$
|
23,837
|
|
|
$
|
—
|
|
|
$
|
23,837
|
|
Measured at Fair Value on a Nonrecurring Basis:
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Impaired loans, net of reserves of $380
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12,668
|
|
|
$
|
12,668
|
|
Other real estate owned
|
—
|
|
|
—
|
|
|
781
|
|
|
781
|
|
||||
Total assets – nonrecurring fair value measurements
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13,449
|
|
|
$
|
13,449
|
|
|
December 31, 2018
|
||||||||||||||
|
Fair Value Measurements at the End of the Reporting Period Using
|
||||||||||||||
(amounts in thousands)
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs (Level 3)
|
|
Total
|
||||||||
Measured at Fair Value on a Recurring Basis:
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Available-for-sale securities:
|
|
|
|
|
|
|
|
||||||||
Agency-guaranteed residential mortgage–backed securities
|
$
|
—
|
|
|
$
|
305,374
|
|
|
$
|
—
|
|
|
$
|
305,374
|
|
Corporate notes
|
—
|
|
|
357,920
|
|
|
—
|
|
|
357,920
|
|
||||
Equity securities
|
1,718
|
|
|
—
|
|
|
—
|
|
|
1,718
|
|
||||
Derivatives
|
—
|
|
|
14,624
|
|
|
69
|
|
|
14,693
|
|
||||
Loans held for sale – fair value option
|
—
|
|
|
1,507
|
|
|
—
|
|
|
1,507
|
|
||||
Loans receivable, mortgage warehouse – fair value option
|
—
|
|
|
1,405,420
|
|
|
—
|
|
|
1,405,420
|
|
||||
Total assets – recurring fair value measurements
|
$
|
1,718
|
|
|
$
|
2,084,845
|
|
|
$
|
69
|
|
|
$
|
2,086,632
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Derivatives
|
$
|
—
|
|
|
$
|
16,286
|
|
|
$
|
—
|
|
|
$
|
16,286
|
|
Measured at Fair Value on a Nonrecurring Basis:
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Impaired loans, net of reserves of $845
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,876
|
|
|
$
|
10,876
|
|
Other real estate owned
|
—
|
|
|
—
|
|
|
621
|
|
|
621
|
|
||||
Total assets – nonrecurring fair value measurements
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,497
|
|
|
$
|
11,497
|
|
|
Residential Mortgage Loan Commitments
|
||||||
|
Three Months Ended March 31,
|
||||||
(amounts in thousands)
|
2019
|
|
2018
|
||||
Balance at December 31
|
$
|
69
|
|
|
$
|
60
|
|
Issuances
|
77
|
|
|
83
|
|
||
Settlements
|
(69
|
)
|
|
(60
|
)
|
||
Balance at March 31
|
$
|
77
|
|
|
$
|
83
|
|
|
|
|
|
|
Quantitative Information about Level 3 Fair Value Measurements
|
||||||||
March 31, 2019
|
Fair Value
Estimate
|
|
Valuation Technique
|
|
Unobservable Input
|
|
Range
(Weighted Average)
|
||
(amounts in thousands)
|
|
|
|
|
|
|
|
||
Impaired loans - real estate
|
$
|
5,270
|
|
|
Collateral appraisal (1)
|
|
Liquidation expenses (2)
|
|
8% - 8%
(8%) |
Impaired loans - commercial & industrial
|
7,398
|
|
|
Business asset valuation (3)
|
|
Business asset valuation adjustments (4)
|
|
8% - 50%
(17%) |
|
Other real estate owned
|
781
|
|
|
Collateral appraisal (1)
|
|
Liquidation expenses (2)
|
|
8% - 13%
(9%) |
|
Residential mortgage loan commitments
|
77
|
|
|
Adjusted market bid
|
|
Pull-through rate
|
|
83% - 83%
(83%) |
|
Quantitative Information about Level 3 Fair Value Measurements
|
||||||||
December 31, 2018
|
Fair Value
Estimate
|
|
Valuation Technique
|
|
Unobservable Input
|
|
Range
(Weighted Average)
|
||
(amounts in thousands)
|
|
|
|
|
|
|
|
||
Impaired loans - real estate
|
$
|
10,260
|
|
|
Collateral appraisal (1)
|
|
Liquidation expenses (2)
|
|
8% - 8%
(8%) |
Impaired loans - commercial & industrial
|
616
|
|
|
Business asset valuation (3)
|
|
Business asset valuation adjustments (4)
|
|
8% - 50%
(26%) |
|
Other real estate owned
|
621
|
|
|
Collateral appraisal (1)
|
|
Liquidation expenses (2)
|
|
8% - 8%
(8%) |
|
Residential mortgage loan commitments
|
69
|
|
|
Adjusted market bid
|
|
Pull-through rate
|
|
90% - 90%
(90%) |
(1)
|
Obtained from approved independent appraisers. Appraisals are current and in compliance with credit policy. Customers does not generally discount appraisals.
|
(2)
|
Appraisals are adjusted by management for liquidation expenses. The range and weighted average of liquidation expense adjustments are presented as a percentage of the appraisal.
|
(3)
|
Business asset valuation obtained from independent party.
|
(4)
|
Business asset valuations may be adjusted by management for qualitative factors including economic conditions and the condition of the business assets. The range and weighted average of the business asset adjustments are presented as a percent of the business asset valuation.
|
|
|
March 31, 2019
|
||||||||||
|
|
Derivative Assets
|
|
Derivative Liabilities
|
||||||||
(amounts in thousands)
|
|
Balance Sheet Location
|
|
Fair Value
|
|
Balance Sheet Location
|
|
Fair Value
|
||||
Derivatives designated as cash flow hedges:
|
|
|
|
|
|
|
|
|
||||
Interest rate swaps
|
|
Other assets
|
|
$
|
38
|
|
|
Other liabilities
|
|
$
|
8,636
|
|
Total
|
|
|
|
$
|
38
|
|
|
|
|
$
|
8,636
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||
Interest rate swaps
|
|
Other assets
|
|
$
|
14,369
|
|
|
Other liabilities
|
|
$
|
15,136
|
|
Credit contracts
|
|
Other assets
|
|
181
|
|
|
Other liabilities
|
|
65
|
|
||
Residential mortgage loan commitments
|
|
Other assets
|
|
77
|
|
|
Other liabilities
|
|
—
|
|
||
Total
|
|
|
|
$
|
14,627
|
|
|
|
|
$
|
15,201
|
|
|
|
December 31, 2018
|
||||||||||
|
|
Derivative Assets
|
|
Derivative Liabilities
|
||||||||
(amounts in thousands)
|
|
Balance Sheet Location
|
|
Fair Value
|
|
Balance Sheet Location
|
|
Fair Value
|
||||
Derivatives designated as cash flow hedges:
|
|
|
|
|
|
|
|
|
||||
Interest rate swaps
|
|
Other assets
|
|
$
|
256
|
|
|
Other liabilities
|
|
$
|
1,502
|
|
Total
|
|
|
|
$
|
256
|
|
|
|
|
$
|
1,502
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||
Interest rate swaps
|
|
Other assets
|
|
$
|
14,300
|
|
|
Other liabilities
|
|
$
|
14,730
|
|
Credit contracts
|
|
Other assets
|
|
68
|
|
|
Other liabilities
|
|
54
|
|
||
Residential mortgage loan commitments
|
|
Other assets
|
|
69
|
|
|
Other liabilities
|
|
—
|
|
||
Total
|
|
|
|
$
|
14,437
|
|
|
|
|
$
|
14,784
|
|
|
Three Months Ended March 31, 2019
|
||||
(amounts in thousands)
|
Income Statement Location
|
|
Amount of Income (Loss) Recognized in Earnings
|
||
Derivatives not designated as hedging instruments:
|
|
|
|
||
Interest rate swaps
|
Other non-interest income
|
|
$
|
(287
|
)
|
Credit contracts
|
Other non-interest income
|
|
102
|
|
|
Residential mortgage loan commitments
|
Mortgage banking income
|
|
8
|
|
|
Total
|
|
|
$
|
(177
|
)
|
|
Three Months Ended March 31, 2018
|
||||
(amounts in thousands)
|
Income Statement Location
|
|
Amount of Income (Loss) Recognized in Earnings
|
||
Derivatives not designated as hedging instruments:
|
|
|
|
||
Interest rate swaps
|
Other non-interest income
|
|
$
|
385
|
|
Credit contracts
|
Other non-interest income
|
|
(23
|
)
|
|
Residential mortgage loan commitments
|
Mortgage banking income
|
|
23
|
|
|
Total
|
|
|
$
|
385
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2019
|
||||||||
(amounts in thousands)
|
Amount of Gain (Loss) Recognized in OCI on Derivatives (1)
|
|
Location of Gain (Loss) Reclassified from Accumulated OCI into Income
|
|
Amount of Gain (Loss) Reclassified from Accumulated OCI into Income
|
||||
Derivatives in cash flow hedging relationships:
|
|
|
|
|
|
||||
Interest rate swaps
|
$
|
(5,135
|
)
|
|
Interest expense
|
|
$
|
413
|
|
|
Three Months Ended March 31, 2018
|
||||||||
(amounts in thousands)
|
Amount of Gain (Loss) Recognized in OCI on Derivatives (1)
|
|
Location of Gain (Loss) Reclassified from Accumulated OCI into Income
|
|
Amount of Gain (Loss) Reclassified from Accumulated OCI into Income
|
||||
Derivatives in cash flow hedging relationships:
|
|
|
|
|
|
||||
Interest rate swaps
|
$
|
646
|
|
|
Interest expense
|
|
$
|
(131
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Amount of Recognized Assets
|
|
Gross Amounts Offset in the Consolidated Balance Sheet
|
|
Net Amounts of Assets Presented in the Consolidated Balance Sheet
|
|
Gross Amounts Not Offset in the Consolidated Balance Sheet
|
||||||||||||||||
(amounts in thousands)
|
Financial Instruments
|
|
Cash Collateral Received
|
|
Net Amount
|
||||||||||||||||||
Description
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swap derivatives with institutional counterparties
|
$
|
3,816
|
|
|
$
|
—
|
|
|
$
|
3,816
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,816
|
|
|
Gross Amount of Recognized Assets
|
|
Gross Amounts Offset in the Consolidated Balance Sheet
|
|
Net Amounts of Assets Presented in the Consolidated Balance Sheet
|
|
Gross Amounts Not Offset in the Consolidated Balance Sheet
|
||||||||||||||||
(amounts in thousands)
|
Financial Instruments
|
|
Cash Collateral Received
|
|
Net Amount
|
||||||||||||||||||
Description
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swap derivatives with institutional counterparties
|
$
|
7,529
|
|
|
$
|
—
|
|
|
$
|
7,529
|
|
|
$
|
—
|
|
|
$
|
1,860
|
|
|
$
|
5,669
|
|
|
Gross Amount of Recognized Liabilities
|
|
Gross Amounts Offset in the Consolidated Balance Sheet
|
|
Net Amounts of Liabilities Presented in the Consolidated Balance Sheet
|
|
Gross Amounts Not Offset in the Consolidated Balance Sheet
|
||||||||||||||||
(amounts in thousands)
|
Financial Instruments
|
|
Cash Collateral Pledged
|
|
Net Amount
|
||||||||||||||||||
Description
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swap derivatives with institutional counterparties
|
$
|
20,036
|
|
|
$
|
—
|
|
|
$
|
20,036
|
|
|
$
|
—
|
|
|
$
|
19,462
|
|
|
$
|
574
|
|
|
Gross Amount of Recognized Liabilities
|
|
Gross Amounts Offset in the Consolidated Balance Sheet
|
|
Net Amounts of Liabilities Presented in the Consolidated Balance Sheet
|
|
Gross Amounts Not Offset in the Consolidated Balance Sheet
|
|
Net Amount
|
||||||||||||||
(amounts in thousands)
|
Financial Instruments
|
|
Cash Collateral Pledged
|
|
|||||||||||||||||||
Description
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swap derivatives with institutional counterparties
|
$
|
9,077
|
|
|
$
|
—
|
|
|
$
|
9,077
|
|
|
$
|
—
|
|
|
$
|
702
|
|
|
$
|
8,375
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2019
|
||||||||||
(amounts in thousands)
|
Customers Bank Business Banking
|
|
BankMobile
|
|
Consolidated
|
||||||
Interest income (1)
|
$
|
92,871
|
|
|
$
|
8,204
|
|
|
$
|
101,075
|
|
Interest expense
|
41,605
|
|
|
166
|
|
|
41,771
|
|
|||
Net interest income
|
51,266
|
|
|
8,038
|
|
|
59,304
|
|
|||
Provision for loan losses
|
2,976
|
|
|
1,791
|
|
|
4,767
|
|
|||
Non-interest income
|
7,577
|
|
|
12,141
|
|
|
19,718
|
|
|||
Non-interest expense
|
35,384
|
|
|
18,600
|
|
|
53,984
|
|
|||
Income (loss) before income tax expense (benefit)
|
20,483
|
|
|
(212
|
)
|
|
20,271
|
|
|||
Income tax expense (benefit)
|
4,880
|
|
|
(49
|
)
|
|
4,831
|
|
|||
Net income (loss)
|
15,603
|
|
|
(163
|
)
|
|
15,440
|
|
|||
Preferred stock dividends
|
3,615
|
|
|
—
|
|
|
3,615
|
|
|||
Net income (loss) available to common shareholders
|
$
|
11,988
|
|
|
$
|
(163
|
)
|
|
$
|
11,825
|
|
|
|
|
|
|
|
||||||
As of March 31, 2019
|
|
|
|
|
|
||||||
Goodwill and other intangibles
|
$
|
3,629
|
|
|
$
|
12,544
|
|
|
$
|
16,173
|
|
Total assets
|
$
|
9,916,308
|
|
|
$
|
227,586
|
|
|
$
|
10,143,894
|
|
Total deposits
|
$
|
6,798,562
|
|
|
$
|
626,756
|
|
|
$
|
7,425,318
|
|
Total non-deposit liabilities
|
$
|
1,719,469
|
|
|
$
|
20,734
|
|
|
$
|
1,740,203
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2018
|
||||||||||
(amounts in thousands)
|
Customers Bank Banking
|
|
BankMobile
|
|
Consolidated
|
||||||
Interest income (2)
|
$
|
92,554
|
|
|
$
|
4,410
|
|
|
$
|
96,964
|
|
Interest expense
|
31,917
|
|
|
16
|
|
|
31,933
|
|
|||
Net interest income
|
60,637
|
|
|
4,394
|
|
|
65,031
|
|
|||
Provision for loan losses
|
1,874
|
|
|
243
|
|
|
2,117
|
|
|||
Non-interest income
|
8,439
|
|
|
12,471
|
|
|
20,910
|
|
|||
Non-interest expense
|
34,331
|
|
|
17,949
|
|
|
52,280
|
|
|||
Income (loss) before income tax expense (benefit)
|
32,871
|
|
|
(1,327
|
)
|
|
31,544
|
|
|||
Income tax expense (benefit)
|
7,728
|
|
|
(326
|
)
|
|
7,402
|
|
|||
Net income (loss)
|
25,143
|
|
|
(1,001
|
)
|
|
24,142
|
|
|||
Preferred stock dividends
|
3,615
|
|
|
—
|
|
|
3,615
|
|
|||
Net income (loss) available to common shareholders
|
$
|
21,528
|
|
|
$
|
(1,001
|
)
|
|
$
|
20,527
|
|
|
|
|
|
|
|
||||||
As of March 31, 2018
|
|
|
|
|
|
||||||
Goodwill and other intangibles
|
$
|
3,630
|
|
|
$
|
13,847
|
|
|
$
|
17,477
|
|
Total assets
|
$
|
10,690,479
|
|
|
$
|
78,787
|
|
|
$
|
10,769,266
|
|
Total deposits
|
$
|
6,418,810
|
|
|
$
|
623,649
|
|
|
$
|
7,042,459
|
|
Total non-deposit liabilities
|
$
|
2,759,156
|
|
|
$
|
48,563
|
|
|
$
|
2,807,719
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2019
|
||||||||||
(amounts in thousands)
|
Community Business Banking
|
|
BankMobile
|
|
Consolidated
|
||||||
Revenue from contracts with customers:
|
|
|
|
|
|
||||||
Revenue recognized at point in time:
|
|
|
|
|
|
||||||
Interchange and card revenue
|
$
|
180
|
|
|
$
|
8,626
|
|
|
$
|
8,806
|
|
Deposit fees
|
300
|
|
|
1,909
|
|
|
2,209
|
|
|||
University fees - card and disbursement fees
|
—
|
|
|
355
|
|
|
355
|
|
|||
Total revenue recognized at point in time
|
480
|
|
|
10,890
|
|
|
11,370
|
|
|||
Revenue recognized over time:
|
|
|
|
|
|
||||||
University fees - subscription revenue
|
—
|
|
|
979
|
|
|
979
|
|
|||
Total revenue recognized over time
|
—
|
|
|
979
|
|
|
979
|
|
|||
Total revenue from contracts with customers
|
$
|
480
|
|
|
$
|
11,869
|
|
|
$
|
12,349
|
|
|
Three Months Ended March 31, 2018
|
||||||||||
(amounts in thousands)
|
Community Business Banking
|
|
BankMobile
|
|
Consolidated
|
||||||
Revenue from contracts with customers:
|
|
|
|
|
|
||||||
Revenue recognized at point in time:
|
|
|
|
|
|
||||||
Interchange and card revenue
|
$
|
223
|
|
|
$
|
9,438
|
|
|
$
|
9,661
|
|
Deposit fees
|
287
|
|
|
1,805
|
|
|
2,092
|
|
|||
University fees - card and disbursement fees
|
—
|
|
|
326
|
|
|
326
|
|
|||
Total revenue recognized at point in time
|
510
|
|
|
11,569
|
|
|
12,079
|
|
|||
Revenue recognized over time:
|
|
|
|
|
|
||||||
University fees - subscription revenue
|
—
|
|
|
870
|
|
|
870
|
|
|||
Total revenue recognized over time
|
—
|
|
|
870
|
|
|
870
|
|
|||
Total revenue from contracts with customers
|
$
|
510
|
|
|
$
|
12,439
|
|
|
$
|
12,949
|
|
|
Three Months Ended March 31,
|
|
|
|
|
|||||||||
(dollars in thousands)
|
2019
|
|
2018
|
|
Change
|
|
Percentage Change
|
|||||||
Net interest income
|
$
|
59,304
|
|
|
$
|
65,031
|
|
|
$
|
(5,727
|
)
|
|
(8.8
|
)%
|
Provision for loan and lease losses
|
4,767
|
|
|
2,117
|
|
|
2,650
|
|
|
125.2
|
%
|
|||
Total non-interest income
|
19,718
|
|
|
20,910
|
|
|
(1,192
|
)
|
|
(5.7
|
)%
|
|||
Total non-interest expense
|
53,984
|
|
|
52,280
|
|
|
1,704
|
|
|
3.3
|
%
|
|||
Income before income taxes
|
20,271
|
|
|
31,544
|
|
|
(11,273
|
)
|
|
(35.7
|
)%
|
|||
Income tax expense
|
4,831
|
|
|
7,402
|
|
|
(2,571
|
)
|
|
(34.7
|
)%
|
|||
Net income
|
15,440
|
|
|
24,142
|
|
|
(8,702
|
)
|
|
(36.0
|
)%
|
|||
Preferred stock dividends
|
3,615
|
|
|
3,615
|
|
|
—
|
|
|
—
|
%
|
|||
Net income available to common shareholders
|
$
|
11,825
|
|
|
$
|
20,527
|
|
|
$
|
(8,702
|
)
|
|
(42.4
|
)%
|
|
Three Months Ended March 31,
|
||||||||||||||||||||
|
2019
|
|
2018
|
||||||||||||||||||
(amounts in thousands)
|
Average balance
|
|
Interest income or expense
|
|
Average yield or cost
|
|
Average balance
|
|
Interest income or expense
|
|
Average yield or cost
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest-earning deposits
|
$
|
85,263
|
|
|
$
|
530
|
|
|
2.52
|
%
|
|
$
|
184,033
|
|
|
$
|
694
|
|
|
1.53
|
%
|
Investment securities (1)
|
691,823
|
|
|
6,241
|
|
|
3.61
|
%
|
|
1,085,429
|
|
|
8,672
|
|
|
3.20
|
%
|
||||
Loans and leases:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial loans to mortgage companies
|
1,264,478
|
|
|
15,753
|
|
|
5.05
|
%
|
|
1,591,749
|
|
|
18,394
|
|
|
4.69
|
%
|
||||
Multi-family loans
|
3,253,792
|
|
|
30,376
|
|
|
3.79
|
%
|
|
3,637,929
|
|
|
33,312
|
|
|
3.71
|
%
|
||||
Commercial and industrial loans and leases (2)
|
1,921,139
|
|
|
24,332
|
|
|
5.14
|
%
|
|
1,653,655
|
|
|
17,687
|
|
|
4.34
|
%
|
||||
Non-owner occupied commercial real estate loans
|
1,169,333
|
|
|
12,896
|
|
|
4.47
|
%
|
|
1,281,502
|
|
|
13,200
|
|
|
4.18
|
%
|
||||
All other loans
|
812,043
|
|
|
9,759
|
|
|
4.87
|
%
|
|
330,100
|
|
|
3,338
|
|
|
4.10
|
%
|
||||
Total loans and leases (3)
|
8,420,785
|
|
|
93,116
|
|
|
4.48
|
%
|
|
8,494,935
|
|
|
85,931
|
|
|
4.10
|
%
|
||||
Other interest-earning assets
|
80,542
|
|
|
1,188
|
|
|
5.98
|
%
|
|
116,823
|
|
|
1,667
|
|
|
5.79
|
%
|
||||
Total interest-earning assets
|
9,278,413
|
|
|
101,075
|
|
|
4.41
|
%
|
|
9,881,220
|
|
|
96,964
|
|
|
3.97
|
%
|
||||
Non-interest-earning assets
|
481,116
|
|
|
|
|
|
|
394,487
|
|
|
|
|
|
||||||||
Total assets
|
$
|
9,759,529
|
|
|
|
|
|
|
$
|
10,275,707
|
|
|
|
|
|
||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest checking accounts
|
$
|
815,072
|
|
|
3,815
|
|
|
1.90
|
%
|
|
$
|
499,245
|
|
|
1,432
|
|
|
1.16
|
%
|
||
Money market deposit accounts
|
3,144,888
|
|
|
17,338
|
|
|
2.24
|
%
|
|
3,402,963
|
|
|
11,471
|
|
|
1.37
|
%
|
||||
Other savings accounts
|
380,911
|
|
|
1,900
|
|
|
2.02
|
%
|
|
37,496
|
|
|
25
|
|
|
0.27
|
%
|
||||
Certificates of deposit
|
1,552,153
|
|
|
8,172
|
|
|
2.14
|
%
|
|
1,872,351
|
|
|
6,865
|
|
|
1.49
|
%
|
||||
Total interest-bearing deposits
|
5,893,024
|
|
|
31,225
|
|
|
2.15
|
%
|
|
5,812,055
|
|
|
19,793
|
|
|
1.38
|
%
|
||||
Borrowings
|
1,432,685
|
|
|
10,546
|
|
|
2.98
|
%
|
|
2,182,463
|
|
|
12,140
|
|
|
2.25
|
%
|
||||
Total interest-bearing liabilities
|
7,325,709
|
|
|
41,771
|
|
|
2.31
|
%
|
|
7,994,518
|
|
|
31,933
|
|
|
1.62
|
%
|
||||
Non-interest-bearing deposits
|
1,360,815
|
|
|
|
|
|
|
1,278,947
|
|
|
|
|
|
||||||||
Total deposits and borrowings
|
8,686,524
|
|
|
|
|
1.95
|
%
|
|
9,273,465
|
|
|
|
|
1.39
|
%
|
||||||
Other non-interest-bearing liabilities
|
104,401
|
|
|
|
|
|
|
75,307
|
|
|
|
|
|
||||||||
Total liabilities
|
8,790,925
|
|
|
|
|
|
|
9,348,772
|
|
|
|
|
|
||||||||
Shareholders’ equity
|
968,604
|
|
|
|
|
|
|
926,935
|
|
|
|
|
|
||||||||
Total liabilities and shareholders’ equity
|
$
|
9,759,529
|
|
|
|
|
|
|
$
|
10,275,707
|
|
|
|
|
|
||||||
Net interest earnings
|
|
|
59,304
|
|
|
|
|
|
|
65,031
|
|
|
|
||||||||
Tax-equivalent adjustment (4)
|
|
|
181
|
|
|
|
|
|
|
171
|
|
|
|
||||||||
Net interest earnings
|
|
|
$
|
59,485
|
|
|
|
|
|
|
$
|
65,202
|
|
|
|
||||||
Interest spread
|
|
|
|
|
2.46
|
%
|
|
|
|
|
|
2.58
|
%
|
||||||||
Net interest margin
|
|
|
|
|
2.59
|
%
|
|
|
|
|
|
2.66
|
%
|
||||||||
Net interest margin tax equivalent (4)
|
|
|
|
|
2.59
|
%
|
|
|
|
|
|
2.67
|
%
|
(1)
|
For presentation in this table, average balances and the corresponding average yields for investment securities are based upon historical cost, adjusted for OTTI and amortization of premiums and accretion of discounts.
|
(2)
|
Includes owner occupied commercial real estate loans.
|
(3)
|
Includes non-accrual loans, the effect of which is to reduce the yield earned on loans and leases, and deferred loan fees.
|
(4)
|
Non-GAAP tax-equivalent basis, using an estimated marginal tax rate of 26% for both the three months ended March 31, 2019 and 2018, presented to approximate interest income as a taxable asset. Management uses 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 Customers’ financial results. 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.
|
|
Three Months Ended March 31,
|
||||||||||
|
2019 vs. 2018
|
||||||||||
|
Increase (decrease) due
to change in
|
|
|
||||||||
(amounts in thousands)
|
Rate
|
|
Volume
|
|
Total
|
||||||
Interest income:
|
|
|
|
|
|
||||||
Interest-earning deposits
|
$
|
318
|
|
|
$
|
(482
|
)
|
|
$
|
(164
|
)
|
Investment securities
|
987
|
|
|
(3,418
|
)
|
|
(2,431
|
)
|
|||
Loans and leases:
|
|
|
|
|
|
||||||
Commercial loans to mortgage companies
|
1,340
|
|
|
(3,981
|
)
|
|
(2,641
|
)
|
|||
Multi-family loans
|
694
|
|
|
(3,630
|
)
|
|
(2,936
|
)
|
|||
Commercial and industrial loans and leases
|
3,539
|
|
|
3,106
|
|
|
6,645
|
|
|||
Non-owner occupied commercial real estate loans
|
888
|
|
|
(1,192
|
)
|
|
(304
|
)
|
|||
All other loans
|
732
|
|
|
5,689
|
|
|
6,421
|
|
|||
Total loans and leases
|
7,193
|
|
|
(8
|
)
|
|
7,185
|
|
|||
Other interest-earning assets
|
53
|
|
|
(532
|
)
|
|
(479
|
)
|
|||
Total interest income
|
8,551
|
|
|
(4,440
|
)
|
|
4,111
|
|
|||
Interest expense:
|
|
|
|
|
|
||||||
Interest checking accounts
|
1,196
|
|
|
1,187
|
|
|
2,383
|
|
|||
Money market deposit accounts
|
6,798
|
|
|
(932
|
)
|
|
5,866
|
|
|||
Other savings accounts
|
777
|
|
|
1,098
|
|
|
1,875
|
|
|||
Certificates of deposit
|
2,629
|
|
|
(1,322
|
)
|
|
1,307
|
|
|||
Total interest-bearing deposits
|
11,400
|
|
|
31
|
|
|
11,431
|
|
|||
Borrowings
|
3,267
|
|
|
(4,860
|
)
|
|
(1,593
|
)
|
|||
Total interest expense
|
14,667
|
|
|
(4,829
|
)
|
|
9,838
|
|
|||
Net interest income
|
$
|
(6,116
|
)
|
|
$
|
389
|
|
|
$
|
(5,727
|
)
|
|
Three Months Ended March 31,
|
|
|
|
|
|||||||||
(dollars in thousands)
|
2019
|
|
2018
|
|
Change
|
|
Percentage Change
|
|||||||
Interchange and card revenue
|
$
|
8,806
|
|
|
$
|
9,661
|
|
|
$
|
(855
|
)
|
|
(8.9
|
)%
|
Deposit fees
|
2,209
|
|
|
2,092
|
|
|
117
|
|
|
5.6
|
%
|
|||
Commercial lease income
|
2,401
|
|
|
862
|
|
|
1,539
|
|
|
178.5
|
%
|
|||
Bank-owned life insurance
|
1,816
|
|
|
2,031
|
|
|
(215
|
)
|
|
(10.6
|
)%
|
|||
Mortgage warehouse transactional fees
|
1,314
|
|
|
1,887
|
|
|
(573
|
)
|
|
(30.4
|
)%
|
|||
Gain (loss) on sale of SBA and other loans
|
—
|
|
|
1,361
|
|
|
(1,361
|
)
|
|
(100.0
|
)%
|
|||
Mortgage banking income
|
167
|
|
|
121
|
|
|
46
|
|
|
38.0
|
%
|
|||
Other
|
3,005
|
|
|
2,895
|
|
|
110
|
|
|
3.8
|
%
|
|||
Total non-interest income
|
$
|
19,718
|
|
|
$
|
20,910
|
|
|
$
|
(1,192
|
)
|
|
(5.7
|
)%
|
|
Three Months Ended March 31,
|
|
|
|
|
|||||||||
(dollars in thousands)
|
2019
|
|
2018
|
|
Change
|
|
Percentage Change
|
|||||||
Salaries and employee benefits
|
$
|
25,823
|
|
|
$
|
24,925
|
|
|
$
|
898
|
|
|
3.6
|
%
|
Technology, communication, and bank operations
|
11,953
|
|
|
9,943
|
|
|
2,010
|
|
|
20.2
|
%
|
|||
Professional services
|
4,573
|
|
|
6,008
|
|
|
(1,435
|
)
|
|
(23.9
|
)%
|
|||
Occupancy
|
2,903
|
|
|
2,834
|
|
|
69
|
|
|
2.4
|
%
|
|||
Commercial lease depreciation
|
1,923
|
|
|
815
|
|
|
1,108
|
|
|
136.0
|
%
|
|||
FDIC assessments, non-income taxes, and regulatory fees
|
1,988
|
|
|
2,200
|
|
|
(212
|
)
|
|
(9.6
|
)%
|
|||
Provision for operating losses
|
1,779
|
|
|
1,526
|
|
|
253
|
|
|
16.6
|
%
|
|||
Advertising and promotion
|
809
|
|
|
390
|
|
|
419
|
|
|
107.4
|
%
|
|||
Merger and acquisition related expenses
|
—
|
|
|
106
|
|
|
(106
|
)
|
|
(100.0
|
)%
|
|||
Loan workout
|
320
|
|
|
659
|
|
|
(339
|
)
|
|
(51.4
|
)%
|
|||
Other real estate owned expenses
|
57
|
|
|
40
|
|
|
17
|
|
|
42.5
|
%
|
|||
Other
|
1,856
|
|
|
2,834
|
|
|
(978
|
)
|
|
(34.5
|
)%
|
|||
Total non-interest expense
|
$
|
53,984
|
|
|
$
|
52,280
|
|
|
$
|
1,704
|
|
|
3.3
|
%
|
|
Three Months Ended March 31,
|
|
|
|
|
|||||||||
(dollars in thousands)
|
2019
|
|
2018
|
|
Change
|
|
Percentage Change
|
|||||||
Income before income tax expense
|
$
|
20,271
|
|
|
$
|
31,544
|
|
|
$
|
(11,273
|
)
|
|
(35.7
|
)%
|
Income tax expense
|
4,831
|
|
|
7,402
|
|
|
(2,571
|
)
|
|
(34.7
|
)%
|
|||
Effective tax rate
|
23.83
|
%
|
|
23.47
|
%
|
|
|
|
|
(dollars in thousands)
|
March 31,
2019 |
|
December 31,
2018 |
|
Change
|
|
Percentage Change
|
|||||||
Cash and cash equivalents
|
$
|
117,662
|
|
|
$
|
62,135
|
|
|
$
|
55,527
|
|
|
89.4
|
%
|
Investment securities, at fair value
|
678,142
|
|
|
665,012
|
|
|
13,130
|
|
|
2.0
|
%
|
|||
Loans held for sale (includes $1,602 and $1,507, respectively, at fair value)
|
1,602
|
|
|
1,507
|
|
|
95
|
|
|
6.3
|
%
|
|||
Loans receivable, mortgage warehouse, at fair value
|
1,480,195
|
|
|
1,405,420
|
|
|
74,775
|
|
|
5.3
|
%
|
|||
Loans and leases receivable
|
7,264,049
|
|
|
7,138,074
|
|
|
125,975
|
|
|
1.8
|
%
|
|||
Allowance for loan and lease losses
|
(43,679
|
)
|
|
(39,972
|
)
|
|
(3,707
|
)
|
|
9.3
|
%
|
|||
Total assets
|
10,143,894
|
|
|
9,833,425
|
|
|
310,469
|
|
|
3.2
|
%
|
|||
Total deposits
|
7,425,318
|
|
|
7,142,236
|
|
|
283,082
|
|
|
4.0
|
%
|
|||
Federal funds purchased
|
388,000
|
|
|
187,000
|
|
|
201,000
|
|
|
107.5
|
%
|
|||
FHLB advances
|
1,025,832
|
|
|
1,248,070
|
|
|
(222,238
|
)
|
|
(17.8
|
)%
|
|||
Other borrowings
|
123,963
|
|
|
123,871
|
|
|
92
|
|
|
0.1
|
%
|
|||
Subordinated debt
|
109,002
|
|
|
108,977
|
|
|
25
|
|
|
—
|
%
|
|||
Total liabilities
|
9,165,521
|
|
|
8,876,609
|
|
|
288,912
|
|
|
3.3
|
%
|
|||
Total shareholders’ equity
|
978,373
|
|
|
956,816
|
|
|
21,557
|
|
|
2.3
|
%
|
|||
Total liabilities and shareholders’ equity
|
10,143,894
|
|
|
9,833,425
|
|
|
310,469
|
|
|
3.2
|
%
|
(amounts in thousands)
|
March 31, 2019
|
|
December 31, 2018
|
||||
Consumer loans:
|
|
|
|
||||
Residential mortgage loans, at fair value
|
$
|
1,602
|
|
|
$
|
1,507
|
|
Loans held for sale
|
$
|
1,602
|
|
|
$
|
1,507
|
|
(amounts in thousands)
|
March 31, 2019
|
|
December 31, 2018
|
||||
Loans receivable, mortgage warehouse, at fair value
|
$
|
1,480,195
|
|
|
$
|
1,405,420
|
|
Loans receivable:
|
|
|
|
||||
Commercial:
|
|
|
|
||||
Multi-family
|
3,212,312
|
|
|
3,285,297
|
|
||
Commercial and industrial (including owner occupied commercial real estate)
|
2,038,229
|
|
|
1,951,277
|
|
||
Commercial real estate non-owner occupied
|
1,107,336
|
|
|
1,125,106
|
|
||
Construction
|
53,372
|
|
|
56,491
|
|
||
Total commercial loans and leases receivable
|
6,411,249
|
|
|
6,418,171
|
|
||
Consumer:
|
|
|
|
||||
Residential real estate
|
625,066
|
|
|
566,561
|
|
||
Manufactured housing
|
77,778
|
|
|
79,731
|
|
||
Other
|
153,153
|
|
|
74,035
|
|
||
Total consumer loans receivable
|
855,997
|
|
|
720,327
|
|
||
Loans and leases receivable
|
7,267,246
|
|
|
7,138,498
|
|
||
Deferred (fees) costs and unamortized (discounts) premiums, net
|
(3,197
|
)
|
|
(424
|
)
|
||
Allowance for loan and lease losses
|
(43,679
|
)
|
|
(39,972
|
)
|
||
Total loans and leases receivable, net of allowance for loan and lease losses
|
$
|
8,700,565
|
|
|
$
|
8,503,522
|
|
|
Three Months Ended March 31,
|
||||||
(amounts in thousands)
|
2019
|
|
2018
|
||||
Balance at the beginning of the period
|
$
|
39,972
|
|
|
$
|
38,015
|
|
Loan and lease charge-offs (1)
|
|
|
|
||||
Multi-family
|
541
|
|
|
—
|
|
||
Commercial and industrial
|
—
|
|
|
50
|
|
||
Commercial real estate owner occupied
|
8
|
|
|
18
|
|
||
Residential real estate
|
40
|
|
|
365
|
|
||
Other consumer
|
755
|
|
|
256
|
|
||
Total Charge-offs
|
1,344
|
|
|
689
|
|
||
Loan and lease recoveries (1)
|
|
|
|
||||
Commercial and industrial
|
119
|
|
|
35
|
|
||
Commercial real estate owner occupied
|
128
|
|
|
—
|
|
||
Construction
|
6
|
|
|
11
|
|
||
Residential real estate
|
7
|
|
|
7
|
|
||
Other consumer
|
24
|
|
|
3
|
|
||
Total Recoveries
|
284
|
|
|
56
|
|
||
Total net charge-offs
|
1,060
|
|
|
633
|
|
||
Provision for loan and lease losses
|
4,767
|
|
|
2,117
|
|
||
Balance at the end of the period
|
$
|
43,679
|
|
|
$
|
39,499
|
|
(1)
|
Charge-offs and recoveries on PCI loans that are accounted for in pools are recognized on a net basis when the pool matures.
|
(dollars in thousands)
|
Total Loans
|
|
Current
|
|
30-89 Days Past Due
|
|
90 Days or More Past Due and Accruing
|
|
Non-accrual/NPL (a)
|
|
OREO (b)
|
|
NPA (a)+(b)
|
|
NPL to Loan Type (%)
|
|
NPA to Loans + OREO (%)
|
||||||||||||||||
Loan Type
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Multi-family
|
$
|
3,212,312
|
|
|
$
|
3,206,521
|
|
|
$
|
3,794
|
|
|
$
|
—
|
|
|
$
|
1,997
|
|
|
$
|
—
|
|
|
$
|
1,997
|
|
|
0.06
|
%
|
|
0.06
|
%
|
Commercial & Industrial (1)
|
2,038,229
|
|
|
2,020,002
|
|
|
4,837
|
|
|
326
|
|
|
13,064
|
|
|
739
|
|
|
13,803
|
|
|
0.64
|
%
|
|
0.68
|
%
|
|||||||
Commercial Real Estate Non-Owner Occupied
|
1,107,336
|
|
|
1,105,226
|
|
|
2,008
|
|
|
—
|
|
|
102
|
|
|
—
|
|
|
102
|
|
|
0.01
|
%
|
|
0.01
|
%
|
|||||||
Construction
|
53,372
|
|
|
53,372
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
%
|
|||||||
Total commercial loans and leases receivable
|
6,411,249
|
|
|
6,385,121
|
|
|
10,639
|
|
|
326
|
|
|
15,163
|
|
|
739
|
|
|
15,902
|
|
|
0.24
|
%
|
|
0.25
|
%
|
|||||||
Residential
|
625,066
|
|
|
613,584
|
|
|
5,856
|
|
|
52
|
|
|
5,574
|
|
|
42
|
|
|
5,616
|
|
|
0.89
|
%
|
|
0.90
|
%
|
|||||||
Manufactured housing
|
77,778
|
|
|
69,309
|
|
|
3,845
|
|
|
2,700
|
|
|
1,924
|
|
|
195
|
|
|
2,119
|
|
|
2.47
|
%
|
|
2.72
|
%
|
|||||||
Other consumer
|
153,153
|
|
|
152,519
|
|
|
507
|
|
|
19
|
|
|
108
|
|
|
—
|
|
|
108
|
|
|
0.07
|
%
|
|
0.07
|
%
|
|||||||
Total consumer loans receivable
|
855,997
|
|
|
835,412
|
|
|
10,208
|
|
|
2,771
|
|
|
7,606
|
|
|
237
|
|
|
7,843
|
|
|
0.89
|
%
|
|
0.92
|
%
|
|||||||
Deferred (fees) costs and unamortized (discounts) premiums, net
|
(3,197
|
)
|
|
(3,197
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|||||||||
Loans and Leases Receivable
|
7,264,049
|
|
|
7,217,336
|
|
|
20,847
|
|
|
3,097
|
|
|
22,769
|
|
|
976
|
|
|
23,745
|
|
|
0.31
|
%
|
|
0.33
|
%
|
|||||||
Loans Receivable, Mortgage Warehouse, at Fair Value
|
1,480,195
|
|
|
1,480,195
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|||||||
Total Loans Held for Sale
|
1,602
|
|
|
1,602
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|||||||||
Total Portfolio
|
$
|
8,745,846
|
|
|
$
|
8,699,133
|
|
|
$
|
20,847
|
|
|
$
|
3,097
|
|
|
$
|
22,769
|
|
|
$
|
976
|
|
|
$
|
23,745
|
|
|
0.26
|
%
|
|
0.27
|
%
|
(1)
|
Commercial & industrial loans, including owner occupied commercial real estate loans.
|
(dollars in thousands)
|
Total Loans
|
|
NPL
|
|
ALL
|
|
Cash Reserve
|
|
Total Credit Reserves
|
|
Reserves to Loans (%)
|
|
Reserves to NPLs (%)
|
||||||||||||
Loan Type
|
|
||||||||||||||||||||||||
Multi-family
|
$
|
3,212,312
|
|
|
$
|
1,997
|
|
|
$
|
10,630
|
|
|
$
|
—
|
|
|
$
|
10,630
|
|
|
0.33
|
%
|
|
532.30
|
%
|
Commercial & Industrial (1)
|
2,038,229
|
|
|
13,064
|
|
|
16,072
|
|
|
—
|
|
|
16,072
|
|
|
0.79
|
%
|
|
123.03
|
%
|
|||||
Commercial Real Estate Non-Owner Occupied
|
1,107,336
|
|
|
102
|
|
|
6,015
|
|
|
—
|
|
|
6,015
|
|
|
0.54
|
%
|
|
5897.06
|
%
|
|||||
Construction
|
53,372
|
|
|
—
|
|
|
584
|
|
|
—
|
|
|
584
|
|
|
1.09
|
%
|
|
—
|
%
|
|||||
Total commercial loans and leases receivable
|
6,411,249
|
|
|
15,163
|
|
|
33,301
|
|
|
—
|
|
|
33,301
|
|
|
0.52
|
%
|
|
219.62
|
%
|
|||||
Residential
|
625,066
|
|
|
5,574
|
|
|
6,572
|
|
|
—
|
|
|
6,572
|
|
|
1.05
|
%
|
|
117.90
|
%
|
|||||
Manufactured housing
|
77,778
|
|
|
1,924
|
|
|
117
|
|
|
527
|
|
|
644
|
|
|
0.83
|
%
|
|
33.47
|
%
|
|||||
Other consumer
|
153,153
|
|
|
108
|
|
|
3,689
|
|
|
—
|
|
|
3,689
|
|
|
2.41
|
%
|
|
3415.74
|
%
|
|||||
Total consumer loans receivable
|
855,997
|
|
|
7,606
|
|
|
10,378
|
|
|
527
|
|
|
10,905
|
|
|
1.27
|
%
|
|
143.37
|
%
|
|||||
Deferred (fees) costs and unamortized (discounts) premiums, net
|
(3,197
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|||||
Loans and Leases Receivable
|
7,264,049
|
|
|
22,769
|
|
|
43,679
|
|
|
527
|
|
|
44,206
|
|
|
0.61
|
%
|
|
194.15
|
%
|
|||||
Loans Receivable, Mortgage Warehouse, at Fair Value
|
1,480,195
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|||||
Total Loans Held for Sale
|
1,602
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|||||||
Total Portfolio
|
$
|
8,745,846
|
|
|
$
|
22,769
|
|
|
$
|
43,679
|
|
|
$
|
527
|
|
|
$
|
44,206
|
|
|
0.51
|
%
|
|
194.15
|
%
|
(1)
|
Commercial & industrial loans, including owner occupied commercial real estate loans.
|
(dollars in thousands)
|
March 31, 2019
|
|
December 31, 2018
|
|
Change
|
|
Percentage Change
|
|||||||
Demand, non-interest bearing
|
$
|
1,372,358
|
|
|
$
|
1,122,171
|
|
|
$
|
250,187
|
|
|
22.3
|
%
|
Demand, interest bearing
|
811,490
|
|
|
803,948
|
|
|
7,542
|
|
|
0.9
|
%
|
|||
Savings, including MMDA
|
3,683,169
|
|
|
3,481,936
|
|
|
201,233
|
|
|
5.8
|
%
|
|||
Time, $100,000 and over
|
586,130
|
|
|
792,370
|
|
|
(206,240
|
)
|
|
(26.0
|
)%
|
|||
Time, other
|
972,171
|
|
|
941,811
|
|
|
30,360
|
|
|
3.2
|
%
|
|||
Total deposits
|
$
|
7,425,318
|
|
|
$
|
7,142,236
|
|
|
$
|
283,082
|
|
|
4.0
|
%
|
•
|
net income of $15.4 million for the three months ended March 31, 2019;
|
•
|
OCI of $7.7 million for the three months ended March 31, 2019, arising primarily from unrealized gains on available-for-sale debt securities;
|
•
|
share-based compensation expense of $2.1 million for the three months ended March 31, 2019; and
|
•
|
issuance of common stock under share-based compensation arrangements of $0.5 million for the three months ended March 31, 2019.
|
•
|
preferred stock dividends of $3.6 million for the three months ended March 31, 2019; and
|
•
|
repurchases of shares of Customers' common stock totaling $0.6 million.
|
|
Three Months Ended March 31,
|
|
|
|
|
|||||||||
(amounts in thousands)
|
2019
|
|
2018
|
|
Change
|
|
Percentage Change
|
|||||||
Net cash provided by (used in) operating activities
|
$
|
(6,012
|
)
|
|
$
|
33,339
|
|
|
$
|
(39,351
|
)
|
|
(118.0
|
)%
|
Net cash provided by (used in) investing activities
|
(196,297
|
)
|
|
(883,577
|
)
|
|
687,280
|
|
|
(77.8
|
)%
|
|||
Net cash provided by (used in) financing activities
|
257,836
|
|
|
919,326
|
|
|
(661,490
|
)
|
|
(72.0
|
)%
|
|||
Net increase (decrease) in cash and cash equivalents
|
$
|
55,527
|
|
|
$
|
69,088
|
|
|
$
|
(13,561
|
)
|
|
(19.6
|
)%
|
(amounts in thousands)
|
March 31, 2019
|
|
December 31, 2018
|
||||
Commitments to fund loans and leases
|
$
|
181,385
|
|
|
$
|
345,608
|
|
Unfunded commitments to fund mortgage warehouse loans
|
1,494,055
|
|
|
1,537,900
|
|
||
Unfunded commitments under lines of credit and credit card
|
949,087
|
|
|
867,131
|
|
||
Letters of credit
|
40,453
|
|
|
55,659
|
|
||
Other unused commitments
|
4,822
|
|
|
4,822
|
|
Period
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased As Part of of Publicly Announced Plans or Programs
|
|
Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs
|
|||||
January 1 - January 31, 2019
|
31,159
|
|
|
$
|
18.35
|
|
|
31,159
|
|
|
—
|
|
February 1 - February 28, 2019
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
March 1 - March 31, 2019
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
31,159
|
|
|
$
|
18.35
|
|
|
31,159
|
|
|
|
Exhibit No.
|
|
Description
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
101
|
|
The Exhibits filed as part of this report are as follows:
|
|
|
|
101.INS
|
|
XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definitions Linkbase Document.
|
|
|
|
|
Customers Bancorp, Inc.
|
||
|
|
|
|
May 9, 2019
|
By:
|
|
/s/ Jay S. Sidhu
|
|
Name:
|
|
Jay S. Sidhu
|
|
Title:
|
|
Chairman and Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
|
|
|
||
|
|
|
|
May 9, 2019
|
By:
|
|
/s/ Carla A. Leibold
|
|
Name:
|
|
Carla A. Leibold
|
|
Title:
|
|
Chief Financial Officer and Treasurer
(Principal Financial Officer)
|
Exhibit No.
|
|
Description
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
101
|
|
The Exhibits filed as part of this report are as follows:
|
|
|
|
101.INS
|
|
XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definitions Linkbase Document.
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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 and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Jay S. Sidhu
|
Jay S. Sidhu
Chairman and Chief Executive Officer
(Principal Executive Officer)
|
|
Date: May 9, 2019
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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 and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Carla A. Leibold
|
Carla A. Leibold
Chief Financial Officer and Treasurer
(Principal Financial Officer)
|
|
Date: May 9, 2019
|
(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.
|
Date: May 9, 2019
|
|
/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.
|
Date: May 9, 2019
|
|
/s/ Carla A. Leibold
|
|
|
Carla A. Leibold, Chief Financial Officer and Treasurer
(Principal Financial Officer)
|