|
|
[
X
]
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
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Commission File Number
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1-35791
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|
|
Delaware
|
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80-0882592
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(State or other jurisdiction of incorporation)
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(I.R.S. Employer Identification No.)
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581 Main Street, Woodbridge, New Jersey
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|
07095
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(Address of principal executive offices)
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(Zip Code)
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):
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||
Large accelerated filer
o
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Accelerated filer
x
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Non-accelerated filer
o
(Do not check if smaller reporting company)
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Smaller reporting company
o
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Page
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Item 1.
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||
Item 2.
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||
Item 3.
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Item 4.
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||
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Item 1.
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Item 1A.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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||
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|||||||||||||||
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Three Months Ended June 30,
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|
Six Months Ended June 30,
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||||||||||||
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2014
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2013
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2014
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|
2013
|
||||||||
Interest income:
|
|
|
|
|
|
|
|
||||||||
Loans
|
$
|
17,466
|
|
|
$
|
16,707
|
|
|
$
|
35,262
|
|
|
$
|
33,194
|
|
Mortgage-backed securities
|
4,343
|
|
|
5,606
|
|
|
8,932
|
|
|
11,998
|
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||||
Other securities
|
157
|
|
|
502
|
|
|
314
|
|
|
943
|
|
||||
Federal Home Loan Bank of New York dividends
|
172
|
|
|
118
|
|
|
382
|
|
|
274
|
|
||||
Deposits in other financial institutions
|
13
|
|
|
21
|
|
|
25
|
|
|
61
|
|
||||
Total interest income
|
22,151
|
|
|
22,954
|
|
|
44,915
|
|
|
46,470
|
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||||
Interest expense:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Deposits
|
1,254
|
|
|
1,600
|
|
|
2,492
|
|
|
3,738
|
|
||||
Borrowings
|
2,377
|
|
|
2,599
|
|
|
4,788
|
|
|
5,212
|
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||||
Total interest expense
|
3,631
|
|
|
4,199
|
|
|
7,280
|
|
|
8,950
|
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||||
Net interest income
|
18,520
|
|
|
18,755
|
|
|
37,635
|
|
|
37,520
|
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||||
(Recovery) of / provision for loan losses
|
(146
|
)
|
|
417
|
|
|
271
|
|
|
694
|
|
||||
Net interest income after provision for loan losses
|
18,666
|
|
|
18,338
|
|
|
37,364
|
|
|
36,826
|
|
||||
Non-interest income:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fees and service charges for customer services
|
1,030
|
|
|
773
|
|
|
2,059
|
|
|
1,484
|
|
||||
Income on bank owned life insurance
|
984
|
|
|
824
|
|
|
1,968
|
|
|
1,589
|
|
||||
Gain on securities transactions, net
|
319
|
|
|
385
|
|
|
443
|
|
|
2,198
|
|
||||
Other-than-temporary impairment losses on securities
|
—
|
|
|
(362
|
)
|
|
—
|
|
|
(434
|
)
|
||||
Net impairment losses on securities recognized in earnings
|
—
|
|
|
(362
|
)
|
|
—
|
|
|
(434
|
)
|
||||
Other
|
54
|
|
|
78
|
|
|
89
|
|
|
117
|
|
||||
Total non-interest income
|
2,387
|
|
|
1,698
|
|
|
4,559
|
|
|
4,954
|
|
||||
Non-interest expense:
|
|
|
|
|
|
|
|
|
|
|
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||||
Compensation and employee benefits
|
6,538
|
|
|
6,602
|
|
|
11,773
|
|
|
13,514
|
|
||||
Occupancy
|
2,280
|
|
|
2,458
|
|
|
4,902
|
|
|
4,860
|
|
||||
Furniture and equipment
|
417
|
|
|
454
|
|
|
836
|
|
|
883
|
|
||||
Data processing
|
996
|
|
|
954
|
|
|
1,967
|
|
|
2,550
|
|
||||
Professional fees
|
680
|
|
|
722
|
|
|
1,206
|
|
|
1,468
|
|
||||
FDIC insurance
|
311
|
|
|
365
|
|
|
620
|
|
|
752
|
|
||||
Other
|
1,476
|
|
|
1,654
|
|
|
3,457
|
|
|
3,548
|
|
||||
Total non-interest expense
|
12,698
|
|
|
13,209
|
|
|
24,761
|
|
|
27,575
|
|
||||
Income before income tax expense
|
8,355
|
|
|
6,827
|
|
|
17,162
|
|
|
14,205
|
|
||||
Income tax expense
|
2,915
|
|
|
2,528
|
|
|
6,503
|
|
|
5,114
|
|
||||
Net income
|
$
|
5,440
|
|
|
$
|
4,299
|
|
|
$
|
10,659
|
|
|
$
|
9,091
|
|
Net income per common share:
|
|
|
|
|
|
|
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||||||||
Basic
|
$
|
0.11
|
|
|
$
|
0.08
|
|
|
$
|
0.21
|
|
|
$
|
0.17
|
|
Diluted
|
$
|
0.11
|
|
|
$
|
0.08
|
|
|
$
|
0.20
|
|
|
$
|
0.16
|
|
|
|
|
|
|
|
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||||||||
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||||||||
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||||||||
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||||||||
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||||||||
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NORTHFIELD BANCORP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE
INCOME
(LOSS)
- (Continued)
Three and Six
months ended
June 30, 2014
and
2013
(Unaudited)
(In thousands, except share data)
|
|||||||||||||||
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Other comprehensive income:
|
|
|
|
|
|
|
|
||||||||
Unrealized gains (losses) on securities:
|
|
|
|
|
|
|
|
||||||||
Net unrealized holding gains (losses) on securities
|
$
|
2,759
|
|
|
$
|
(21,216
|
)
|
|
$
|
6,099
|
|
|
$
|
(26,130
|
)
|
Less: reclassification adjustment for gains included in net income (included in gain on securities transactions, net)
|
(144
|
)
|
|
(322
|
)
|
|
(199
|
)
|
|
(1,892
|
)
|
||||
Net unrealized gains (losses)
|
2,615
|
|
|
(21,538
|
)
|
|
5,900
|
|
|
(28,022
|
)
|
||||
Post retirement benefit adjustment
|
—
|
|
|
—
|
|
|
(1,141
|
)
|
|
|
|||||
Reclassification adjustment for OTTI impairment included in net income (included OTTI losses on securities)
|
—
|
|
|
362
|
|
|
—
|
|
|
434
|
|
||||
Other comprehensive income (loss), before tax
|
2,615
|
|
|
(21,176
|
)
|
|
4,759
|
|
|
(27,588
|
)
|
||||
Income tax expense (benefit) related to net unrealized holding gains (losses) on securities
|
1,103
|
|
|
(8,269
|
)
|
|
2,439
|
|
|
(10,192
|
)
|
||||
Income tax expense related to reclassification adjustment for gains included in net income
|
(58
|
)
|
|
(129
|
)
|
|
(80
|
)
|
|
(757
|
)
|
||||
Income tax expense related to post retirement benefit adjustment
|
—
|
|
|
—
|
|
|
(458
|
)
|
|
|
|||||
Income tax benefit related to reclassification adjustment for OTTI impairment included in net income
|
—
|
|
|
145
|
|
|
—
|
|
|
174
|
|
||||
Other comprehensive income (loss), net of tax
|
$
|
1,570
|
|
|
(12,923
|
)
|
|
2,858
|
|
|
(16,813
|
)
|
|||
Comprehensive income (loss)
|
$
|
7,010
|
|
|
$
|
(8,624
|
)
|
|
$
|
13,517
|
|
|
$
|
(7,722
|
)
|
|
|
|
|
|
|
|
Unallocated
|
|
|
|
Accumulated
|
|
|
|
|
|||||||||||||||
|
|
|
|
|
|
|
Common Stock
|
|
|
|
Other
|
|
|
|
|
|||||||||||||||
|
Common Stock
|
|
Additional
|
|
Held by the
|
|
|
|
Comprehensive
|
|
|
|
Total
|
|||||||||||||||||
|
Shares
|
|
Par
|
|
Paid-in
|
|
Employee Stock
|
|
Retained
|
|
Income (Loss),
|
|
Treasury
|
|
Stockholders'
|
|||||||||||||||
|
Issued
|
|
Value
|
|
Capital
|
|
Ownership Plan
|
|
Earnings
|
|
Net of tax
|
|
Stock
|
|
Equity
|
|||||||||||||||
Balance at December 31, 2012
|
46,904,286
|
|
|
$
|
469
|
|
|
$
|
230,253
|
|
|
$
|
(13,965
|
)
|
|
$
|
249,892
|
|
|
$
|
18,231
|
|
|
$
|
(70,007
|
)
|
|
$
|
414,873
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
9,091
|
|
|
|
|
|
|
|
|
9,091
|
|
|||||||
Other comprehensive loss, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(16,813
|
)
|
|
|
|
|
(16,813
|
)
|
|||||||
ESOP shares allocated or committed to be released
|
|
|
|
|
|
|
207
|
|
|
507
|
|
|
|
|
|
|
|
|
|
|
|
714
|
|
|||||||
Stock compensation expense
|
|
|
|
|
|
|
1,567
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,567
|
|
|||||||
Additional tax benefit on equity awards
|
|
|
|
|
|
|
296
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
296
|
|
|||||||
Corporate reorganization:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Merger of Northfield Bancorp, MHC
|
(24,641,684
|
)
|
|
(246
|
)
|
|
370
|
|
|
|
|
|
|
|
|
|
|
124
|
|
|||||||||||
Exchange of common stock
|
(16,845,135
|
)
|
|
(169
|
)
|
|
169
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||||
Treasury stock retired
|
(5,417,467
|
)
|
|
(54
|
)
|
|
(69,953
|
)
|
|
|
|
|
|
|
|
70,007
|
|
|
—
|
|
||||||||||
Proceeds of stock offering, net of costs
|
58,199,819
|
|
|
582
|
|
|
329,396
|
|
|
|
|
|
|
|
|
|
|
329,978
|
|
|||||||||||
Purchase of common stock by ESOP
|
|
|
|
|
14,224
|
|
|
(14,224
|
)
|
|
|
|
|
|
|
|
—
|
|
||||||||||||
Exercise of stock options
|
12,785
|
|
|
|
|
|
21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21
|
|
|||||||
Cash dividends declared ($0.37 per common share)
|
|
|
|
|
|
|
|
|
|
|
|
|
(20,276
|
)
|
|
|
|
|
|
|
|
(20,276
|
)
|
|||||||
Balance at June 30, 2013
|
58,212,604
|
|
|
$
|
582
|
|
|
$
|
506,550
|
|
|
$
|
(27,682
|
)
|
|
$
|
238,707
|
|
|
$
|
1,418
|
|
|
$
|
—
|
|
|
$
|
719,575
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance at December 31, 2013
|
58,226,326
|
|
|
$
|
582
|
|
|
$
|
508,609
|
|
|
$
|
(26,985
|
)
|
|
$
|
242,180
|
|
|
$
|
(4,650
|
)
|
|
$
|
(3,628
|
)
|
|
$
|
716,108
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
10,659
|
|
|
|
|
|
|
|
|
10,659
|
|
|||||||
Other comprehensive income, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,858
|
|
|
|
|
|
2,858
|
|
|||||||
ESOP shares allocated or committed to be released
|
|
|
|
|
|
|
298
|
|
|
525
|
|
|
|
|
|
|
|
|
|
|
|
823
|
|
|||||||
Stock compensation expense
|
|
|
|
|
|
|
510
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
510
|
|
|||||||
Additional tax benefit on equity awards
|
|
|
|
|
|
|
388
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
388
|
|
|||||||
Issuance of restricted stock
|
|
|
|
|
|
|
(12,717)
|
|
|
|
|
|
|
|
|
|
|
|
12,717
|
|
|
—
|
|
|||||||
Exercise of stock options
|
|
|
|
|
|
|
|
|
|
|
|
|
(621
|
)
|
|
|
|
|
799
|
|
|
178
|
|
|||||||
Cash dividends declared ($0.12 per common share)
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,584
|
)
|
|
|
|
|
|
|
|
(6,584
|
)
|
|||||||
Treasury stock (average cost of $12.80 per share)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(76,112
|
)
|
|
(76,112
|
)
|
|||||||
Balance at June 30, 2014
|
58,226,326
|
|
|
$
|
582
|
|
|
$
|
497,088
|
|
|
$
|
(26,460
|
)
|
|
$
|
245,634
|
|
|
$
|
(1,792
|
)
|
|
$
|
(66,224
|
)
|
|
$
|
648,828
|
|
|
|||||||
|
2014
|
|
2013
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
10,659
|
|
|
$
|
9,091
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Provision for loan losses
|
271
|
|
|
694
|
|
||
ESOP and stock compensation expense
|
1,333
|
|
|
2,281
|
|
||
Depreciation
|
1,853
|
|
|
1,756
|
|
||
Amortization of premiums, and deferred loan costs, net of (accretion) of discounts, and deferred loan fees
|
694
|
|
|
1,175
|
|
||
Amortization intangible assets
|
211
|
|
|
223
|
|
||
Income on bank owned life insurance
|
(1,968
|
)
|
|
(1,589
|
)
|
||
Net (gain) on sale of loans held-for-sale
|
(13
|
)
|
|
(9
|
)
|
||
Proceeds from sale of loans held-for-sale
|
822
|
|
|
7,183
|
|
||
Origination of loans held-for-sale
|
(809
|
)
|
|
(2,284
|
)
|
||
Gain on securities transactions, net
|
(443
|
)
|
|
(2,198
|
)
|
||
Loss on sale of other real estate owned
|
19
|
|
|
—
|
|
||
Net purchases of trading securities
|
(98
|
)
|
|
(285
|
)
|
||
(Increase) decrease in accrued interest receivable
|
(348
|
)
|
|
7
|
|
||
Increase in other assets
|
(3,351
|
)
|
|
(1,835
|
)
|
||
Increase (decrease) in accrued expenses and other liabilities
|
691
|
|
|
(176
|
)
|
||
Net cash provided by operating activities
|
9,523
|
|
|
14,034
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Net increase in loans receivable
|
(84,332
|
)
|
|
(90,451
|
)
|
||
Purchases of Federal Home Loan Bank of New York stock, net
|
(1,725
|
)
|
|
(297
|
)
|
||
Purchases of securities available-for-sale
|
(436
|
)
|
|
(264,594
|
)
|
||
Principal payments and maturities on securities available-for-sale
|
76,731
|
|
|
224,662
|
|
||
Principal payments and maturities on securities held-to-maturity
|
—
|
|
|
2,219
|
|
||
Purchases of securities held-to-maturity
|
(4,037
|
)
|
|
—
|
|
||
Proceeds from sale of securities available-for-sale
|
7,270
|
|
|
146,490
|
|
||
Purchases of bank owned life insurance
|
—
|
|
|
(16,000
|
)
|
||
Death benefits received from bank owned life insurance
|
—
|
|
|
193
|
|
||
Proceeds from sale of other real estate owned
|
418
|
|
|
94
|
|
||
Purchases and improvements of premises and equipment
|
(405
|
)
|
|
(2,392
|
)
|
||
Net cash used in investing activities
|
(6,516
|
)
|
|
(76
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Net decrease in deposits
|
(11,742
|
)
|
|
(133,355
|
)
|
||
Dividends paid
|
(6,584
|
)
|
|
(20,276
|
)
|
||
Net proceeds from sale of common stock
|
—
|
|
|
54,648
|
|
||
Merger of Northfield Bancorp, MHC
|
—
|
|
|
124
|
|
||
Purchase of common stock for ESOP
|
—
|
|
|
(14,224
|
)
|
||
Exercise of stock options
|
178
|
|
|
21
|
|
||
Purchase of treasury stock
|
(76,112
|
)
|
|
—
|
|
||
Additional tax benefit on equity awards
|
388
|
|
|
296
|
|
||
Increase in advance payments by borrowers for taxes and insurance
|
1,401
|
|
|
2,185
|
|
||
Repayments under capital lease obligations
|
(158
|
)
|
|
(140
|
)
|
||
Proceeds from securities sold under agreements to repurchase and other borrowings
|
159,166
|
|
|
56,301
|
|
||
Repayments related to securities sold under agreements to repurchase and other borrowings
|
(95,000
|
)
|
|
(62,946
|
)
|
||
Net cash used in financing activities
|
(28,463
|
)
|
|
(117,366
|
)
|
||
Net decrease in cash and cash equivalents
|
(25,456
|
)
|
|
(103,408
|
)
|
||
Cash and cash equivalents at beginning of period
|
61,239
|
|
|
128,761
|
|
||
Cash and cash equivalents at end of period
|
$
|
35,783
|
|
|
$
|
25,353
|
|
|
|
|
|
NORTHFIELD BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS - (Continued)
Six Months Ended June 30, 2014
, and
2013
(Unaudited) (In thousands)
|
|||||||
Supplemental cash flow information:
|
|
|
|
||||
Cash paid during the period for:
|
|
|
|
||||
Interest
|
$
|
7,304
|
|
|
$
|
8,865
|
|
Income taxes
|
11,585
|
|
|
9,449
|
|
||
Non-cash transactions:
|
|
|
|
||||
Loans charged-off, net
|
41
|
|
|
298
|
|
||
Other real estate owned write-downs
|
47
|
|
|
—
|
|
||
Transfers of loans to other real estate owned
|
490
|
|
|
—
|
|
||
Increase in due from broker for sales of securities available-for-sale
|
1,909
|
|
|
—
|
|
||
Deposits utilized to purchase common stock
|
$
|
—
|
|
|
$
|
289,554
|
|
|
June 30, 2014
|
||||||||||||||
|
|
|
Gross
|
|
Gross
|
|
Estimated
|
||||||||
|
Amortized
|
|
unrealized
|
|
unrealized
|
|
fair
|
||||||||
|
cost
|
|
gains
|
|
losses
|
|
value
|
||||||||
Mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Pass-through certificates:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Government sponsored enterprises (GSE)
|
$
|
329,988
|
|
|
$
|
9,682
|
|
|
$
|
1,885
|
|
|
$
|
337,785
|
|
Real estate mortgage investment conduits (REMICs):
|
|
|
|
|
|
|
|
|
|
|
|
||||
GSE
|
451,738
|
|
|
1,396
|
|
|
12,359
|
|
|
440,775
|
|
||||
Non-GSE
|
1,712
|
|
|
25
|
|
|
40
|
|
|
1,697
|
|
||||
|
783,438
|
|
|
11,103
|
|
|
14,284
|
|
|
780,257
|
|
||||
Other securities:
|
|
|
|
|
|
|
|
||||||||
Equity investments-mutual funds
|
647
|
|
|
—
|
|
|
—
|
|
|
647
|
|
||||
Corporate bonds
|
76,161
|
|
|
231
|
|
|
—
|
|
|
76,392
|
|
||||
|
76,808
|
|
|
231
|
|
|
—
|
|
|
77,039
|
|
||||
Total securities available-for-sale
|
$
|
860,246
|
|
|
$
|
11,334
|
|
|
$
|
14,284
|
|
|
$
|
857,296
|
|
|
December 31, 2013
|
||||||||||||||
|
|
|
Gross
|
|
Gross
|
|
Estimated
|
||||||||
|
Amortized
|
|
unrealized
|
|
unrealized
|
|
fair
|
||||||||
|
cost
|
|
gains
|
|
losses
|
|
value
|
||||||||
Mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Pass-through certificates:
|
|
|
|
|
|
|
|
|
|
|
|
||||
GSE
|
$
|
366,884
|
|
|
$
|
8,573
|
|
|
$
|
5,113
|
|
|
$
|
370,344
|
|
Real estate mortgage investment conduits (REMICs):
|
|
|
|
|
|
|
|
|
|
|
|
||||
GSE
|
497,575
|
|
|
1,699
|
|
|
14,047
|
|
|
485,227
|
|
||||
Non-GSE
|
4,474
|
|
|
126
|
|
|
48
|
|
|
4,552
|
|
||||
|
868,933
|
|
|
10,398
|
|
|
19,208
|
|
|
860,123
|
|
||||
Other securities:
|
|
|
|
|
|
|
|
||||||||
Equity investments-mutual funds
|
510
|
|
|
—
|
|
|
—
|
|
|
510
|
|
||||
Corporate bonds
|
76,491
|
|
|
66
|
|
|
105
|
|
|
76,452
|
|
||||
|
77,001
|
|
|
66
|
|
|
105
|
|
|
76,962
|
|
||||
Total securities available-for-sale
|
$
|
945,934
|
|
|
$
|
10,464
|
|
|
$
|
19,313
|
|
|
$
|
937,085
|
|
Available-for-sale
|
Amortized cost
|
|
Estimated fair value
|
||||
Due in one year or less
|
$
|
10,039
|
|
|
$
|
10,058
|
|
Due after one year through five years
|
66,122
|
|
|
66,334
|
|
||
|
$
|
76,161
|
|
|
$
|
76,392
|
|
|
June 30, 2014
|
||||||||||||||||||||||
|
Less than 12 months
|
|
12 months or more
|
|
Total
|
||||||||||||||||||
|
Unrealized
|
|
Estimated
|
|
Unrealized
|
|
Estimated
|
|
Unrealized
|
|
Estimated
|
||||||||||||
|
losses
|
|
fair value
|
|
losses
|
|
fair value
|
|
losses
|
|
fair value
|
||||||||||||
Mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Pass-through certificates:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
GSE
|
$
|
1
|
|
|
$
|
109
|
|
|
$
|
1,884
|
|
|
$
|
65,519
|
|
|
$
|
1,885
|
|
|
$
|
65,628
|
|
REMICs:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
GSE
|
511
|
|
|
32,876
|
|
|
11,848
|
|
|
289,180
|
|
|
12,359
|
|
|
322,056
|
|
||||||
Non-GSE
|
15
|
|
|
816
|
|
|
25
|
|
|
405
|
|
|
40
|
|
|
1,221
|
|
||||||
Total
|
$
|
527
|
|
|
$
|
33,801
|
|
|
$
|
13,757
|
|
|
$
|
355,104
|
|
|
$
|
14,284
|
|
|
$
|
388,905
|
|
|
December 31, 2013
|
||||||||||||||||||||||
|
Less than 12 months
|
|
12 months or more
|
|
Total
|
||||||||||||||||||
|
Unrealized
|
|
Estimated
|
|
Unrealized
|
|
Estimated
|
|
Unrealized
|
|
Estimated
|
||||||||||||
|
losses
|
|
fair value
|
|
losses
|
|
fair value
|
|
losses
|
|
fair value
|
||||||||||||
Mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Pass-through certificates:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
GSE
|
$
|
5,087
|
|
|
$
|
150,473
|
|
|
$
|
26
|
|
|
$
|
4,482
|
|
|
$
|
5,113
|
|
|
$
|
154,955
|
|
REMICs:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
GSE
|
12,923
|
|
|
283,419
|
|
|
1,124
|
|
|
44,606
|
|
|
14,047
|
|
|
328,025
|
|
||||||
Non-GSE
|
23
|
|
|
1,092
|
|
|
25
|
|
|
442
|
|
|
48
|
|
|
1,534
|
|
||||||
Other Securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Corporate Bonds
|
$
|
105
|
|
|
$
|
44,763
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
105
|
|
|
$
|
44,763
|
|
Total
|
$
|
18,138
|
|
|
$
|
479,747
|
|
|
$
|
1,175
|
|
|
$
|
49,530
|
|
|
$
|
19,313
|
|
|
$
|
529,277
|
|
|
June 30,
|
|
December 31,
|
||||
|
2014
|
|
2013
|
||||
Real estate loans:
|
|
||||||
Multifamily
|
$
|
933,832
|
|
|
$
|
870,951
|
|
Commercial mortgage
|
353,846
|
|
|
340,174
|
|
||
One-to-four family residential mortgage
|
77,051
|
|
|
64,753
|
|
||
Home equity and lines of credit
|
48,635
|
|
|
46,231
|
|
||
Construction and land
|
15,590
|
|
|
14,152
|
|
||
Total real estate loans
|
1,428,954
|
|
|
1,336,261
|
|
||
Commercial and industrial loans
|
12,932
|
|
|
10,162
|
|
||
Other loans
|
2,325
|
|
|
2,310
|
|
||
Total commercial and industrial and other loans
|
15,257
|
|
|
12,472
|
|
||
Deferred loan cost, net
|
4,006
|
|
|
3,458
|
|
||
Originated loans held-for-investment, net
|
1,448,217
|
|
|
1,352,191
|
|
||
PCI Loans
|
49,547
|
|
|
59,468
|
|
||
Loans acquired:
|
|
|
|
||||
Multifamily
|
7,722
|
|
|
3,930
|
|
||
Commercial mortgage
|
11,674
|
|
|
13,254
|
|
||
One-to-four family residential mortgage
|
55,963
|
|
|
60,262
|
|
||
Construction and land
|
368
|
|
|
371
|
|
||
Total loans acquired, net
|
75,727
|
|
|
77,817
|
|
||
Loans held-for-investment, net
|
1,573,491
|
|
|
1,489,476
|
|
||
Allowance for loan losses
|
(26,267
|
)
|
|
(26,037
|
)
|
||
Net loans held-for-investment
|
$
|
1,547,224
|
|
|
$
|
1,463,439
|
|
|
Six months ended
|
||||||
|
June 30,
|
||||||
|
2014
|
|
2013
|
||||
Balance at the beginning of period
|
$
|
32,464
|
|
|
$
|
43,431
|
|
Accretion into interest income
|
(2,518
|
)
|
|
(2,977
|
)
|
||
Net reclassification from non-accretable difference
|
374
|
|
|
—
|
|
||
Balance at end of period
|
$
|
30,320
|
|
|
$
|
40,454
|
|
|
At or for the six months ended June 30,
|
||||||
|
2014
|
|
2013
|
||||
Beginning balance
|
$
|
26,037
|
|
|
$
|
26,424
|
|
Provision for loan losses
|
271
|
|
|
694
|
|
||
Charge-offs, net
|
(41
|
)
|
|
(298
|
)
|
||
Ending balance
|
$
|
26,267
|
|
|
$
|
26,820
|
|
|
June 30, 2014
|
||||||||||||||||||||||||||||||||||||||||||||||
|
Real Estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||
|
Commercial
|
|
One-to-Four Family
|
|
Construction and Land
|
|
Multifamily
|
|
Home Equity and Lines of Credit
|
|
Commercial and Industrial
|
|
Other
|
|
Unallocated
|
|
Originated Loans Total
|
|
Purchased Credit-Impaired
|
|
Acquired Loans
|
|
Total
|
||||||||||||||||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Beginning Balance
|
$
|
12,619
|
|
|
$
|
875
|
|
|
$
|
205
|
|
|
$
|
9,374
|
|
|
$
|
860
|
|
|
$
|
425
|
|
|
$
|
67
|
|
|
$
|
1,024
|
|
|
$
|
25,449
|
|
|
$
|
588
|
|
|
$
|
—
|
|
|
$
|
26,037
|
|
Charge-offs
|
—
|
|
|
(22
|
)
|
|
(1
|
)
|
|
—
|
|
|
(294
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(317
|
)
|
|
—
|
|
|
—
|
|
|
(317
|
)
|
||||||||||||
Recoveries
|
—
|
|
|
—
|
|
|
246
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30
|
|
|
—
|
|
|
276
|
|
|
—
|
|
|
—
|
|
|
276
|
|
||||||||||||
Provisions
|
(737
|
)
|
|
159
|
|
|
(294
|
)
|
|
506
|
|
|
427
|
|
|
106
|
|
|
(32
|
)
|
|
284
|
|
|
419
|
|
|
(188
|
)
|
|
40
|
|
|
271
|
|
||||||||||||
Ending Balance
|
$
|
11,882
|
|
|
$
|
1,012
|
|
|
$
|
156
|
|
|
$
|
9,880
|
|
|
$
|
993
|
|
|
$
|
531
|
|
|
$
|
65
|
|
|
$
|
1,308
|
|
|
$
|
25,827
|
|
|
$
|
400
|
|
|
$
|
40
|
|
|
$
|
26,267
|
|
Ending balance: individually evaluated for impairment
|
$
|
2,469
|
|
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
90
|
|
|
$
|
3
|
|
|
$
|
91
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,660
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,660
|
|
Ending balance: collectively evaluated for impairment
|
$
|
9,413
|
|
|
$
|
1,005
|
|
|
$
|
156
|
|
|
$
|
9,790
|
|
|
$
|
990
|
|
|
$
|
440
|
|
|
$
|
65
|
|
|
$
|
1,308
|
|
|
$
|
23,167
|
|
|
$
|
400
|
|
|
$
|
40
|
|
|
$
|
23,607
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Loans held-for-investment, net:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Ending Balance
|
$
|
354,330
|
|
|
$
|
77,644
|
|
|
$
|
15,613
|
|
|
$
|
935,900
|
|
|
$
|
49,431
|
|
|
$
|
12,974
|
|
|
$
|
2,325
|
|
|
$
|
—
|
|
|
$
|
1,448,217
|
|
|
$
|
49,547
|
|
|
$
|
75,727
|
|
|
$
|
1,573,491
|
|
Ending balance: individually evaluated for impairment
|
$
|
29,901
|
|
|
$
|
730
|
|
|
$
|
—
|
|
|
$
|
2,980
|
|
|
$
|
335
|
|
|
$
|
1,015
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
34,961
|
|
|
$
|
—
|
|
|
$
|
596
|
|
|
$
|
35,557
|
|
Ending balance: collectively evaluated for impairment
|
$
|
324,429
|
|
|
$
|
76,914
|
|
|
$
|
15,613
|
|
|
$
|
932,920
|
|
|
$
|
49,096
|
|
|
$
|
11,959
|
|
|
$
|
2,325
|
|
|
$
|
—
|
|
|
$
|
1,413,256
|
|
|
$
|
49,547
|
|
|
$
|
75,131
|
|
|
$
|
1,537,934
|
|
|
December 31, 2013
|
||||||||||||||||||||||||||||||||||||||||||
|
Real Estate
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||
|
Commercial
|
|
One-to-Four Family
|
|
Construction and Land
|
|
Multifamily
|
|
Home Equity and Lines of Credit
|
|
Commercial and Industrial
|
|
Other
|
|
Unallocated
|
|
Originated Loans Total
|
|
Purchased Credit-Impaired
|
|
Total
|
||||||||||||||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Beginning Balance
|
$
|
14,480
|
|
|
$
|
623
|
|
|
$
|
994
|
|
|
$
|
7,086
|
|
|
$
|
623
|
|
|
$
|
1,160
|
|
|
$
|
21
|
|
|
$
|
1,201
|
|
|
$
|
26,188
|
|
|
$
|
236
|
|
|
$
|
26,424
|
|
Charge-offs
|
(1,208
|
)
|
|
(414
|
)
|
|
—
|
|
|
(657
|
)
|
|
(491
|
)
|
|
(379
|
)
|
|
(25
|
)
|
|
—
|
|
|
(3,174
|
)
|
|
—
|
|
|
(3,174
|
)
|
|||||||||||
Recoveries
|
1
|
|
|
18
|
|
|
567
|
|
|
—
|
|
|
—
|
|
|
201
|
|
|
73
|
|
|
—
|
|
|
860
|
|
|
—
|
|
|
860
|
|
|||||||||||
Provisions
|
(654
|
)
|
|
648
|
|
|
(1,356
|
)
|
|
2,945
|
|
|
728
|
|
|
(557
|
)
|
|
(2
|
)
|
|
(177
|
)
|
|
1,575
|
|
|
352
|
|
|
1,927
|
|
|||||||||||
Ending Balance
|
$
|
12,619
|
|
|
$
|
875
|
|
|
$
|
205
|
|
|
$
|
9,374
|
|
|
$
|
860
|
|
|
$
|
425
|
|
|
$
|
67
|
|
|
$
|
1,024
|
|
|
$
|
25,449
|
|
|
$
|
588
|
|
|
$
|
26,037
|
|
Ending balance: individually evaluated for impairment
|
$
|
2,385
|
|
|
$
|
19
|
|
|
$
|
—
|
|
|
$
|
117
|
|
|
$
|
7
|
|
|
$
|
104
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,632
|
|
|
$
|
—
|
|
|
$
|
2,632
|
|
Ending balance: collectively evaluated for impairment
|
$
|
10,234
|
|
|
$
|
856
|
|
|
$
|
205
|
|
|
$
|
9,257
|
|
|
$
|
853
|
|
|
$
|
321
|
|
|
$
|
67
|
|
|
$
|
1,024
|
|
|
$
|
22,817
|
|
|
$
|
588
|
|
|
$
|
23,405
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Originated loans, net:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Ending balance
|
$
|
340,534
|
|
|
$
|
65,289
|
|
|
$
|
14,161
|
|
|
$
|
872,901
|
|
|
$
|
46,825
|
|
|
$
|
10,202
|
|
|
$
|
2,279
|
|
|
$
|
—
|
|
|
$
|
1,352,191
|
|
|
$
|
—
|
|
|
$
|
1,352,191
|
|
Ending balance: individually evaluated for impairment
|
$
|
32,194
|
|
|
$
|
1,115
|
|
|
$
|
109
|
|
|
$
|
2,074
|
|
|
$
|
1,341
|
|
|
$
|
1,504
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
38,337
|
|
|
$
|
—
|
|
|
$
|
38,337
|
|
Ending balance: collectively evaluated for impairment
|
$
|
308,340
|
|
|
$
|
64,174
|
|
|
$
|
14,052
|
|
|
$
|
870,827
|
|
|
$
|
45,484
|
|
|
$
|
8,698
|
|
|
$
|
2,279
|
|
|
$
|
—
|
|
|
$
|
1,313,854
|
|
|
$
|
—
|
|
|
$
|
1,313,854
|
|
|
At June 30, 2014
|
||||||||||||||||||||||||||||||||||||||||||
|
Real Estate
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||
|
Multifamily
|
|
Commercial
|
|
One-to-Four Family
|
|
Construction and Land
|
|
Home Equity and Lines of Credit
|
|
Commercial and Industrial
|
|
Other
|
|
Total
|
||||||||||||||||||||||||||||
|
< 35% LTV
|
|
=> 35% LTV
|
|
< 35% LTV
|
|
=> 35% LTV
|
|
< 60% LTV
|
|
=> 60% LTV
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Internal Risk Rating
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Pass
|
$
|
37,169
|
|
|
$
|
885,615
|
|
|
$
|
42,795
|
|
|
$
|
256,278
|
|
|
$
|
43,732
|
|
|
$
|
28,021
|
|
|
$
|
15,027
|
|
|
$
|
48,750
|
|
|
$
|
10,695
|
|
|
$
|
2,325
|
|
|
$
|
1,370,407
|
|
Special Mention
|
296
|
|
|
5,335
|
|
|
1,282
|
|
|
10,170
|
|
|
2,159
|
|
|
366
|
|
|
586
|
|
|
368
|
|
|
208
|
|
|
—
|
|
|
20,770
|
|
|||||||||||
Substandard
|
811
|
|
|
6,674
|
|
|
1,250
|
|
|
42,555
|
|
|
1,679
|
|
|
1,687
|
|
|
—
|
|
|
313
|
|
|
2,071
|
|
|
—
|
|
|
57,040
|
|
|||||||||||
Originated loans held-for-investment, net
|
$
|
38,276
|
|
|
$
|
897,624
|
|
|
$
|
45,327
|
|
|
$
|
309,003
|
|
|
$
|
47,570
|
|
|
$
|
30,074
|
|
|
$
|
15,613
|
|
|
$
|
49,431
|
|
|
$
|
12,974
|
|
|
$
|
2,325
|
|
|
$
|
1,448,217
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
At December 31, 2013
|
||||||||||||||||||||||||||||||||||||||||||
|
Real Estate
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||
|
Multifamily
|
|
Commercial
|
|
One-to-Four Family
|
|
Construction and Land
|
|
Home Equity and Lines of Credit
|
|
Commercial and Industrial
|
|
Other
|
|
Total
|
||||||||||||||||||||||||||||
|
< 35% LTV
|
|
=> 35% LTV
|
|
< 35% LTV
|
|
=> 35% LTV
|
|
< 60% LTV
|
|
=> 60% LTV
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Internal Risk Rating
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Pass
|
$
|
40,966
|
|
|
$
|
817,923
|
|
|
$
|
42,995
|
|
|
$
|
240,472
|
|
|
$
|
28,595
|
|
|
$
|
30,241
|
|
|
$
|
13,458
|
|
|
$
|
45,117
|
|
|
$
|
7,488
|
|
|
$
|
2,279
|
|
|
$
|
1,269,534
|
|
Special Mention
|
309
|
|
|
7,866
|
|
|
1,304
|
|
|
12,938
|
|
|
2,289
|
|
|
703
|
|
|
595
|
|
|
469
|
|
|
962
|
|
|
—
|
|
|
27,435
|
|
|||||||||||
Substandard
|
821
|
|
|
5,016
|
|
|
1,333
|
|
|
41,492
|
|
|
1,388
|
|
|
2,073
|
|
|
108
|
|
|
1,239
|
|
|
1,752
|
|
|
—
|
|
|
55,222
|
|
|||||||||||
Originated loans held-for-investment, net
|
$
|
42,096
|
|
|
$
|
830,805
|
|
|
$
|
45,632
|
|
|
$
|
294,902
|
|
|
$
|
32,272
|
|
|
$
|
33,017
|
|
|
$
|
14,161
|
|
|
$
|
46,825
|
|
|
$
|
10,202
|
|
|
$
|
2,279
|
|
|
$
|
1,352,191
|
|
|
At June 30, 2014
|
||||||||||||||||||||||
|
Total Non-Performing Loans
|
||||||||||||||||||||||
|
Non-Accruing Loans
|
|
|
|
|
||||||||||||||||||
|
0-29 Days Past Due
|
|
30-89 Days Past Due
|
|
90 Days or More Past Due
|
|
Total
|
|
90 Days or More Past Due and Accruing
|
|
Total Non-Performing Loans
|
||||||||||||
Loans held-for-investment:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Real estate loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
LTV => 35%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Substandard
|
406
|
|
|
2,425
|
|
|
8,068
|
|
|
10,899
|
|
|
—
|
|
|
10,899
|
|
||||||
Total
|
406
|
|
|
2,425
|
|
|
8,068
|
|
|
10,899
|
|
|
—
|
|
|
10,899
|
|
||||||
Total commercial
|
406
|
|
|
2,425
|
|
|
8,068
|
|
|
10,899
|
|
|
—
|
|
|
10,899
|
|
||||||
One-to-four family residential
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
LTV < 60%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Pass
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
357
|
|
|
357
|
|
||||||
Special Mention
|
—
|
|
|
14
|
|
|
77
|
|
|
91
|
|
|
26
|
|
|
117
|
|
||||||
Substandard
|
—
|
|
|
416
|
|
|
179
|
|
|
595
|
|
|
—
|
|
|
595
|
|
||||||
Total
|
—
|
|
|
430
|
|
|
256
|
|
|
686
|
|
|
383
|
|
|
1,069
|
|
||||||
LTV => 60%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Substandard
|
—
|
|
|
—
|
|
|
1,168
|
|
|
1,168
|
|
|
155
|
|
|
1,323
|
|
||||||
Total
|
—
|
|
|
—
|
|
|
1,168
|
|
|
1,168
|
|
|
155
|
|
|
1,323
|
|
||||||
Total one-to-four family residential
|
—
|
|
|
430
|
|
|
1,424
|
|
|
1,854
|
|
|
538
|
|
|
2,392
|
|
||||||
Multifamily
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
LTV => 35%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Substandard
|
—
|
|
|
—
|
|
|
1,023
|
|
|
1,023
|
|
|
—
|
|
|
1,023
|
|
||||||
Total multifamily
|
—
|
|
|
—
|
|
|
1,023
|
|
|
1,023
|
|
|
—
|
|
|
1,023
|
|
||||||
Home equity and lines of credit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Substandard
|
—
|
|
|
101
|
|
|
120
|
|
|
221
|
|
|
—
|
|
|
221
|
|
||||||
Total home equity and lines of credit
|
—
|
|
|
101
|
|
|
120
|
|
|
221
|
|
|
—
|
|
|
221
|
|
||||||
Commercial and industrial loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Substandard
|
—
|
|
|
—
|
|
|
408
|
|
|
408
|
|
|
37
|
|
|
445
|
|
||||||
Total commercial and industrial loans
|
—
|
|
|
—
|
|
|
408
|
|
|
408
|
|
|
37
|
|
|
445
|
|
||||||
Other loans
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Pass
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30
|
|
|
30
|
|
||||||
Total other loans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30
|
|
|
30
|
|
||||||
Total non-performing loans held-for-investment
|
406
|
|
|
2,956
|
|
|
11,043
|
|
|
14,405
|
|
|
605
|
|
|
15,010
|
|
||||||
Loans acquired:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
One-to-four family residential
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
LTV < 60%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Substandard
|
297
|
|
|
—
|
|
|
313
|
|
|
610
|
|
|
—
|
|
|
610
|
|
||||||
Total
|
297
|
|
|
—
|
|
|
313
|
|
|
610
|
|
|
—
|
|
|
610
|
|
||||||
LTV => 60%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Substandard
|
299
|
|
|
—
|
|
|
—
|
|
|
299
|
|
|
—
|
|
|
299
|
|
||||||
Total
|
299
|
|
|
—
|
|
|
—
|
|
|
299
|
|
|
—
|
|
|
299
|
|
||||||
Total one-to-four family residential
|
596
|
|
|
—
|
|
|
313
|
|
|
909
|
|
|
—
|
|
|
909
|
|
||||||
Total non-performing loans acquired
|
596
|
|
|
—
|
|
|
313
|
|
|
909
|
|
|
—
|
|
|
909
|
|
||||||
Total non-performing loans
|
$
|
1,002
|
|
|
$
|
2,956
|
|
|
$
|
11,356
|
|
|
$
|
15,314
|
|
|
$
|
605
|
|
|
$
|
15,919
|
|
|
At December 31, 2013
|
||||||||||||||||||||||
|
Total Non-Performing Loans
|
||||||||||||||||||||||
|
Non-Accruing Loans
|
|
|
|
|
||||||||||||||||||
|
0-29 Days Past Due
|
|
30-89 Days Past Due
|
|
90 Days or More Past Due
|
|
Total
|
|
90 Days or More Past Due and Accruing
|
|
Total Non-Performing Loans
|
||||||||||||
Loans held-for-investment:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Real estate loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
LTV => 35%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Special Mention
|
—
|
|
|
—
|
|
|
335
|
|
|
335
|
|
|
—
|
|
|
335
|
|
||||||
Substandard
|
3,606
|
|
|
421
|
|
|
7,836
|
|
|
11,863
|
|
|
—
|
|
|
11,863
|
|
||||||
Total
|
3,606
|
|
|
421
|
|
|
8,171
|
|
|
12,198
|
|
|
—
|
|
|
12,198
|
|
||||||
Total commercial
|
3,606
|
|
|
421
|
|
|
8,171
|
|
|
12,198
|
|
|
—
|
|
|
12,198
|
|
||||||
One-to-four family residential
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
LTV < 60%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Special Mention
|
—
|
|
|
16
|
|
|
114
|
|
|
130
|
|
|
—
|
|
|
130
|
|
||||||
Substandard
|
—
|
|
|
418
|
|
|
186
|
|
|
604
|
|
|
—
|
|
|
604
|
|
||||||
Total
|
—
|
|
|
434
|
|
|
300
|
|
|
734
|
|
|
—
|
|
|
734
|
|
||||||
LTV => 60%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Substandard
|
—
|
|
|
189
|
|
|
993
|
|
|
1,182
|
|
|
—
|
|
|
1,182
|
|
||||||
Total
|
—
|
|
|
189
|
|
|
993
|
|
|
1,182
|
|
|
—
|
|
|
1,182
|
|
||||||
Total one-to-four family residential
|
—
|
|
|
623
|
|
|
1,293
|
|
|
1,916
|
|
|
—
|
|
|
1,916
|
|
||||||
Construction and land
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Substandard
|
108
|
|
|
—
|
|
|
—
|
|
|
108
|
|
|
—
|
|
|
108
|
|
||||||
Total construction and land
|
108
|
|
|
—
|
|
|
—
|
|
|
108
|
|
|
—
|
|
|
108
|
|
||||||
Multifamily
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
LTV => 35%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Substandard
|
—
|
|
|
—
|
|
|
73
|
|
|
73
|
|
|
—
|
|
|
73
|
|
||||||
Total multifamily
|
—
|
|
|
—
|
|
|
73
|
|
|
73
|
|
|
—
|
|
|
73
|
|
||||||
Home equity and lines of credit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Substandard
|
—
|
|
|
—
|
|
|
1,239
|
|
|
1,239
|
|
|
—
|
|
|
1,239
|
|
||||||
Total home equity and lines of credit
|
—
|
|
|
—
|
|
|
1,239
|
|
|
1,239
|
|
|
—
|
|
|
1,239
|
|
||||||
Commercial and industrial loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Substandard
|
—
|
|
|
—
|
|
|
441
|
|
|
441
|
|
|
—
|
|
|
441
|
|
||||||
Total commercial and industrial loans
|
—
|
|
|
—
|
|
|
441
|
|
|
441
|
|
|
—
|
|
|
441
|
|
||||||
Other loans
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Pass
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32
|
|
|
32
|
|
||||||
Total other loans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32
|
|
|
32
|
|
||||||
Total non-performing loans held-for-investment
|
3,714
|
|
|
1,044
|
|
|
11,217
|
|
|
15,975
|
|
|
32
|
|
|
16,007
|
|
||||||
Loans acquired:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
One-to-four family residential
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
LTV => 60%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Substandard
|
607
|
|
|
—
|
|
|
466
|
|
|
1,073
|
|
|
—
|
|
|
1,073
|
|
||||||
Total one-to-four family residential
|
607
|
|
|
—
|
|
|
466
|
|
|
1,073
|
|
|
—
|
|
|
1,073
|
|
||||||
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
LTV => 35%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Special Mention
|
—
|
|
|
—
|
|
|
252
|
|
|
252
|
|
|
—
|
|
|
252
|
|
||||||
Total commercial
|
—
|
|
|
—
|
|
|
252
|
|
|
252
|
|
|
—
|
|
|
252
|
|
||||||
Total non-performing loans acquired:
|
607
|
|
|
—
|
|
|
718
|
|
|
1,325
|
|
|
—
|
|
|
1,325
|
|
||||||
Total non-performing loans
|
$
|
4,321
|
|
|
$
|
1,044
|
|
|
$
|
11,935
|
|
|
$
|
17,300
|
|
|
$
|
32
|
|
|
$
|
17,332
|
|
|
June 30, 2014
|
||||||||||||||||||
|
Performing (Accruing) Loans
|
|
|
|
|
||||||||||||||
|
0-29 Days Past Due
|
|
30-89 Days Past Due
|
|
Total
|
|
Non-Performing Loans
|
|
Total Loans Receivable, net
|
||||||||||
Loans held-for-investment:
|
|
|
|
|
|
|
|
|
|
||||||||||
Real estate loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
LTV < 35%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Pass
|
$
|
42,795
|
|
|
$
|
—
|
|
|
$
|
42,795
|
|
|
$
|
—
|
|
|
$
|
42,795
|
|
Special Mention
|
—
|
|
|
1,282
|
|
|
1,282
|
|
|
—
|
|
|
1,282
|
|
|||||
Substandard
|
1,250
|
|
|
—
|
|
|
1,250
|
|
|
—
|
|
|
1,250
|
|
|||||
Total
|
44,045
|
|
|
1,282
|
|
|
45,327
|
|
|
—
|
|
|
45,327
|
|
|||||
LTV => 35%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Pass
|
254,691
|
|
|
1,587
|
|
|
256,278
|
|
|
—
|
|
|
256,278
|
|
|||||
Special Mention
|
10,170
|
|
|
—
|
|
|
10,170
|
|
|
—
|
|
|
10,170
|
|
|||||
Substandard
|
30,352
|
|
|
1,304
|
|
|
31,656
|
|
|
10,899
|
|
|
42,555
|
|
|||||
Total
|
295,213
|
|
|
2,891
|
|
|
298,104
|
|
|
10,899
|
|
|
309,003
|
|
|||||
Total commercial
|
339,258
|
|
|
4,173
|
|
|
343,431
|
|
|
10,899
|
|
|
354,330
|
|
|||||
One-to-four family residential
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
LTV < 60%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Pass
|
43,039
|
|
|
336
|
|
|
43,375
|
|
|
357
|
|
|
43,732
|
|
|||||
Special Mention
|
1,661
|
|
|
381
|
|
|
2,042
|
|
|
117
|
|
|
2,159
|
|
|||||
Substandard
|
841
|
|
|
243
|
|
|
1,084
|
|
|
595
|
|
|
1,679
|
|
|||||
Total
|
45,541
|
|
|
960
|
|
|
46,501
|
|
|
1,069
|
|
|
47,570
|
|
|||||
LTV => 60%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Pass
|
25,334
|
|
|
2,687
|
|
|
28,021
|
|
|
—
|
|
|
28,021
|
|
|||||
Special Mention
|
366
|
|
|
—
|
|
|
366
|
|
|
—
|
|
|
366
|
|
|||||
Substandard
|
—
|
|
|
364
|
|
|
364
|
|
|
1,323
|
|
|
1,687
|
|
|||||
Total
|
25,700
|
|
|
3,051
|
|
|
28,751
|
|
|
1,323
|
|
|
30,074
|
|
|||||
Total one-to-four family residential
|
71,241
|
|
|
4,011
|
|
|
75,252
|
|
|
2,392
|
|
|
77,644
|
|
|||||
Construction and land
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Pass
|
15,027
|
|
|
—
|
|
|
15,027
|
|
|
—
|
|
|
15,027
|
|
|||||
Special Mention
|
586
|
|
|
—
|
|
|
586
|
|
|
—
|
|
|
586
|
|
|||||
Total construction and land
|
15,613
|
|
|
—
|
|
|
15,613
|
|
|
—
|
|
|
15,613
|
|
|||||
Multifamily
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
LTV < 35%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Pass
|
37,169
|
|
|
—
|
|
|
37,169
|
|
|
—
|
|
|
37,169
|
|
|||||
Special Mention
|
296
|
|
|
—
|
|
|
296
|
|
|
—
|
|
|
296
|
|
|||||
Substandard
|
811
|
|
|
—
|
|
|
811
|
|
|
—
|
|
|
811
|
|
|||||
Total
|
38,276
|
|
|
—
|
|
|
38,276
|
|
|
—
|
|
|
38,276
|
|
|||||
LTV => 35%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Pass
|
885,615
|
|
|
—
|
|
|
885,615
|
|
|
—
|
|
|
885,615
|
|
|||||
Special Mention
|
4,229
|
|
|
1,106
|
|
|
5,335
|
|
|
—
|
|
|
5,335
|
|
|||||
Substandard
|
3,983
|
|
|
1,668
|
|
|
5,651
|
|
|
1,023
|
|
|
6,674
|
|
|||||
Total
|
893,827
|
|
|
2,774
|
|
|
896,601
|
|
|
1,023
|
|
|
897,624
|
|
|||||
Total multifamily
|
932,103
|
|
|
2,774
|
|
|
934,877
|
|
|
1,023
|
|
|
935,900
|
|
|
June 30, 2014
|
||||||||||||||||||
|
Performing (Accruing) Loans
|
|
|
|
|
||||||||||||||
|
0-29 Days Past Due
|
|
30-89 Days Past Due
|
|
Total
|
|
Non-Performing Loans
|
|
Total Loans Receivable, net
|
||||||||||
Home equity and lines of credit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Pass
|
48,325
|
|
|
425
|
|
|
48,750
|
|
|
—
|
|
|
48,750
|
|
|||||
Special Mention
|
368
|
|
|
—
|
|
|
368
|
|
|
—
|
|
|
368
|
|
|||||
Substandard
|
92
|
|
|
—
|
|
|
92
|
|
|
221
|
|
|
313
|
|
|||||
Total home equity and lines of credit
|
48,785
|
|
|
425
|
|
|
49,210
|
|
|
221
|
|
|
49,431
|
|
|||||
Commercial and industrial loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Pass
|
10,684
|
|
|
11
|
|
|
10,695
|
|
|
—
|
|
|
10,695
|
|
|||||
Special Mention
|
208
|
|
|
—
|
|
|
208
|
|
|
—
|
|
|
208
|
|
|||||
Substandard
|
1,452
|
|
|
174
|
|
|
1,626
|
|
|
445
|
|
|
2,071
|
|
|||||
Total commercial and industrial loans
|
12,344
|
|
|
185
|
|
|
12,529
|
|
|
445
|
|
|
12,974
|
|
|||||
Other loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Pass
|
2,295
|
|
|
—
|
|
|
2,295
|
|
|
30
|
|
|
2,325
|
|
|||||
Total other loans
|
2,295
|
|
|
—
|
|
|
2,295
|
|
|
30
|
|
|
2,325
|
|
|||||
Total loans held-for-investment
|
1,421,639
|
|
|
11,568
|
|
|
1,433,207
|
|
|
15,010
|
|
|
1,448,217
|
|
|
June 30, 2014
|
||||||||||||||||||
|
Performing (Accruing) Loans
|
|
|
|
|
||||||||||||||
|
0-29 Days Past Due
|
|
30-89 Days Past Due
|
|
Total
|
|
Non-Performing Loans
|
|
Total Loans Receivable, net
|
||||||||||
Loans acquired:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
One-to-four family residential
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
LTV < 60%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Pass
|
45,175
|
|
|
1,005
|
|
|
46,180
|
|
|
—
|
|
|
46,180
|
|
|||||
Special Mention
|
527
|
|
|
94
|
|
|
621
|
|
|
—
|
|
|
621
|
|
|||||
Substandard
|
134
|
|
|
1
|
|
|
135
|
|
|
610
|
|
|
745
|
|
|||||
Total one-to-four family residential
|
45,836
|
|
|
1,100
|
|
|
46,936
|
|
|
610
|
|
|
47,546
|
|
|||||
LTV => 60%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Pass
|
7,479
|
|
|
379
|
|
|
7,858
|
|
|
—
|
|
|
7,858
|
|
|||||
Special Mention
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Substandard
|
—
|
|
|
260
|
|
|
260
|
|
|
299
|
|
|
559
|
|
|||||
Total
|
7,479
|
|
|
639
|
|
|
8,118
|
|
|
299
|
|
|
8,417
|
|
|||||
Total one-to-four family residential
|
53,315
|
|
|
1,739
|
|
|
55,054
|
|
|
909
|
|
|
55,963
|
|
|||||
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
LTV < 35%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Pass
|
2,565
|
|
|
—
|
|
|
2,565
|
|
|
—
|
|
|
2,565
|
|
|||||
Special Mention
|
713
|
|
|
—
|
|
|
713
|
|
|
—
|
|
|
713
|
|
|||||
Total
|
3,278
|
|
|
—
|
|
|
3,278
|
|
|
—
|
|
|
3,278
|
|
|||||
LTV => 35%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Pass
|
5,374
|
|
|
—
|
|
|
5,374
|
|
|
—
|
|
|
5,374
|
|
|||||
Special Mention
|
1,855
|
|
|
—
|
|
|
1,855
|
|
|
—
|
|
|
1,855
|
|
|||||
Substandard
|
1,167
|
|
|
—
|
|
|
1,167
|
|
|
—
|
|
|
1,167
|
|
|||||
Total
|
8,396
|
|
|
—
|
|
|
8,396
|
|
|
—
|
|
|
8,396
|
|
|||||
Total commercial
|
11,674
|
|
|
—
|
|
|
11,674
|
|
|
—
|
|
|
11,674
|
|
|||||
Construction and land
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Substandard
|
368
|
|
|
—
|
|
|
368
|
|
|
—
|
|
|
368
|
|
|||||
Total construction and land
|
368
|
|
|
—
|
|
|
368
|
|
|
—
|
|
|
368
|
|
|||||
Multifamily
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
LTV < 35%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Pass
|
4,909
|
|
|
—
|
|
|
4,909
|
|
|
—
|
|
|
4,909
|
|
|||||
Special Mention
|
176
|
|
|
|
|
176
|
|
|
|
|
176
|
|
|||||||
Substandard
|
489
|
|
|
—
|
|
|
489
|
|
|
—
|
|
|
489
|
|
|||||
Total
|
5,574
|
|
|
—
|
|
|
5,574
|
|
|
—
|
|
|
5,574
|
|
|||||
LTV => 35%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Pass
|
1,760
|
|
|
—
|
|
|
1,760
|
|
|
—
|
|
|
1,760
|
|
|||||
Special Mention
|
388
|
|
|
—
|
|
|
388
|
|
|
—
|
|
|
388
|
|
|||||
Total
|
2,148
|
|
|
—
|
|
|
2,148
|
|
|
—
|
|
|
2,148
|
|
|||||
Total multifamily
|
7,722
|
|
|
—
|
|
|
7,722
|
|
|
—
|
|
|
7,722
|
|
|||||
Total loans acquired
|
73,079
|
|
|
1,739
|
|
|
74,818
|
|
|
909
|
|
|
75,727
|
|
|||||
|
$
|
1,494,718
|
|
|
$
|
13,307
|
|
|
$
|
1,508,025
|
|
|
$
|
15,919
|
|
|
$
|
1,523,944
|
|
|
December 31, 2013
|
||||||||||||||||||
|
Performing (Accruing) Loans
|
|
|
|
|
||||||||||||||
|
0-29 Days Past Due
|
|
30-89 Days Past Due
|
|
Total
|
|
Non-Performing Loans
|
|
Total Loans Receivable, net
|
||||||||||
Loans held-for-investment:
|
|
|
|
|
|
|
|
|
|
||||||||||
Real estate loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
LTV < 35%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Pass
|
$
|
42,995
|
|
|
$
|
—
|
|
|
$
|
42,995
|
|
|
—
|
|
|
$
|
42,995
|
|
|
Special Mention
|
1,304
|
|
|
—
|
|
|
1,304
|
|
|
—
|
|
|
1,304
|
|
|||||
Substandard
|
1,333
|
|
|
—
|
|
|
1,333
|
|
|
—
|
|
|
1,333
|
|
|||||
Total
|
45,632
|
|
|
—
|
|
|
45,632
|
|
|
—
|
|
|
45,632
|
|
|||||
LTV => 35%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Pass
|
239,544
|
|
|
928
|
|
|
240,472
|
|
|
—
|
|
|
240,472
|
|
|||||
Special Mention
|
10,927
|
|
|
1,676
|
|
|
12,603
|
|
|
335
|
|
|
12,938
|
|
|||||
Substandard
|
28,949
|
|
|
680
|
|
|
29,629
|
|
|
11,863
|
|
|
41,492
|
|
|||||
Total
|
279,420
|
|
|
3,284
|
|
|
282,704
|
|
|
12,198
|
|
|
294,902
|
|
|||||
Total commercial
|
325,052
|
|
|
3,284
|
|
|
328,336
|
|
|
12,198
|
|
|
340,534
|
|
|||||
One-to-four family residential
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
LTV < 60%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Pass
|
28,216
|
|
|
379
|
|
|
28,595
|
|
|
—
|
|
|
28,595
|
|
|||||
Special Mention
|
1,746
|
|
|
413
|
|
|
2,159
|
|
|
130
|
|
|
2,289
|
|
|||||
Substandard
|
269
|
|
|
515
|
|
|
784
|
|
|
604
|
|
|
1,388
|
|
|||||
Total
|
30,231
|
|
|
1,307
|
|
|
31,538
|
|
|
734
|
|
|
32,272
|
|
|||||
LTV => 60%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Pass
|
27,575
|
|
|
2,666
|
|
|
30,241
|
|
|
—
|
|
|
30,241
|
|
|||||
Special Mention
|
703
|
|
|
—
|
|
|
703
|
|
|
—
|
|
|
703
|
|
|||||
Substandard
|
522
|
|
|
369
|
|
|
891
|
|
|
1,182
|
|
|
2,073
|
|
|||||
Total
|
28,800
|
|
|
3,035
|
|
|
31,835
|
|
|
1,182
|
|
|
33,017
|
|
|||||
Total one-to-four family residential
|
59,031
|
|
|
4,342
|
|
|
63,373
|
|
|
1,916
|
|
|
65,289
|
|
|||||
Construction and land
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Pass
|
13,458
|
|
|
—
|
|
|
13,458
|
|
|
—
|
|
|
13,458
|
|
|||||
Special Mention
|
595
|
|
|
—
|
|
|
595
|
|
|
—
|
|
|
595
|
|
|||||
Substandard
|
—
|
|
|
—
|
|
|
—
|
|
|
108
|
|
|
108
|
|
|||||
Total construction and land
|
14,053
|
|
|
—
|
|
|
14,053
|
|
|
108
|
|
|
14,161
|
|
|||||
Multifamily
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
LTV < 35%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Pass
|
40,638
|
|
|
328
|
|
|
40,966
|
|
|
—
|
|
|
40,966
|
|
|||||
Special Mention
|
94
|
|
|
215
|
|
|
309
|
|
|
—
|
|
|
309
|
|
|||||
Substandard
|
821
|
|
|
—
|
|
|
821
|
|
|
—
|
|
|
821
|
|
|||||
Total
|
41,553
|
|
|
543
|
|
|
42,096
|
|
|
—
|
|
|
42,096
|
|
|||||
LTV => 35%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Pass
|
817,923
|
|
|
—
|
|
|
817,923
|
|
|
—
|
|
|
817,923
|
|
|||||
Special Mention
|
6,751
|
|
|
1,115
|
|
|
7,866
|
|
|
—
|
|
|
7,866
|
|
|||||
Substandard
|
4,118
|
|
|
825
|
|
|
4,943
|
|
|
73
|
|
|
5,016
|
|
|||||
Total
|
828,792
|
|
|
1,940
|
|
|
830,732
|
|
|
73
|
|
|
830,805
|
|
|||||
Total multifamily
|
870,345
|
|
|
2,483
|
|
|
872,828
|
|
|
73
|
|
|
872,901
|
|
|||||
Home equity and lines of credit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Pass
|
45,116
|
|
|
1
|
|
|
45,117
|
|
|
—
|
|
|
45,117
|
|
|||||
Special Mention
|
376
|
|
|
93
|
|
|
469
|
|
|
—
|
|
|
469
|
|
|||||
Substandard
|
—
|
|
|
—
|
|
|
—
|
|
|
1,239
|
|
|
1,239
|
|
|||||
Total home equity and lines of credit
|
45,492
|
|
|
94
|
|
|
45,586
|
|
|
1,239
|
|
|
46,825
|
|
|||||
Commercial and industrial loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2013
|
||||||||||||||||||
|
Performing (Accruing) Loans
|
|
|
|
|
||||||||||||||
|
0-29 Days Past Due
|
|
30-89 Days Past Due
|
|
Total
|
|
Non-Performing Loans
|
|
Total Loans Receivable, net
|
||||||||||
Pass
|
7,415
|
|
|
73
|
|
|
7,488
|
|
|
—
|
|
|
7,488
|
|
|||||
Special Mention
|
962
|
|
|
—
|
|
|
962
|
|
|
—
|
|
|
962
|
|
|||||
Substandard
|
570
|
|
|
741
|
|
|
1,311
|
|
|
441
|
|
|
1,752
|
|
|||||
Total commercial and industrial loans
|
8,947
|
|
|
814
|
|
|
9,761
|
|
|
441
|
|
|
10,202
|
|
|||||
Other loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Pass
|
2,226
|
|
|
21
|
|
|
2,247
|
|
|
32
|
|
|
2,279
|
|
|||||
Total other loans
|
2,226
|
|
|
21
|
|
|
2,247
|
|
|
32
|
|
|
2,279
|
|
|||||
|
$
|
1,325,146
|
|
|
$
|
11,038
|
|
|
$
|
1,336,184
|
|
|
$
|
16,007
|
|
|
$
|
1,352,191
|
|
Loans Acquired
|
|
|
|
|
|
|
|
|
|
||||||||||
Real estate loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
One-to-four family residential
|
|
|
|
|
|
|
|
|
|
||||||||||
LTV < 60%
|
|
|
|
|
|
|
|
|
|
||||||||||
Pass
|
43,112
|
|
|
1,195
|
|
|
44,307
|
|
|
—
|
|
|
44,307
|
|
|||||
Special Mention
|
306
|
|
|
104
|
|
|
410
|
|
|
—
|
|
|
410
|
|
|||||
Substandard
|
136
|
|
|
4
|
|
|
140
|
|
|
—
|
|
|
140
|
|
|||||
Total
|
43,554
|
|
|
1,303
|
|
|
44,857
|
|
|
—
|
|
|
44,857
|
|
|||||
LTV => 60%
|
|
|
|
|
|
|
|
|
|
||||||||||
Pass
|
13,838
|
|
|
—
|
|
|
13,838
|
|
|
—
|
|
|
13,838
|
|
|||||
Special Mention
|
232
|
|
|
—
|
|
|
232
|
|
|
—
|
|
|
232
|
|
|||||
Substandard
|
262
|
|
|
—
|
|
|
262
|
|
|
1,073
|
|
|
1,335
|
|
|||||
Total
|
14,332
|
|
|
—
|
|
|
14,332
|
|
|
1,073
|
|
|
15,405
|
|
|||||
Total one-to-four family residential
|
57,886
|
|
|
1,303
|
|
|
59,189
|
|
|
1,073
|
|
|
60,262
|
|
|||||
Commercial
|
|
|
|
|
|
|
|
|
|
||||||||||
LTV < 35%
|
|
|
|
|
|
|
|
|
|
||||||||||
Pass
|
2,143
|
|
|
—
|
|
|
2,143
|
|
|
—
|
|
|
2,143
|
|
|||||
Special Mention
|
189
|
|
|
—
|
|
|
189
|
|
|
—
|
|
|
189
|
|
|||||
Substandard
|
937
|
|
|
529
|
|
|
1,466
|
|
|
—
|
|
|
1,466
|
|
|||||
Total
|
3,269
|
|
|
529
|
|
|
3,798
|
|
|
—
|
|
|
3,798
|
|
|||||
LTV => 35%
|
|
|
|
|
|
|
|
|
|
||||||||||
Pass
|
8,742
|
|
|
461
|
|
|
9,203
|
|
|
—
|
|
|
9,203
|
|
|||||
Substandard
|
—
|
|
|
—
|
|
|
—
|
|
|
252
|
|
|
252
|
|
|||||
Total
|
8,742
|
|
|
461
|
|
|
9,203
|
|
|
252
|
|
|
9,455
|
|
|||||
Total commercial
|
12,011
|
|
|
990
|
|
|
13,001
|
|
|
252
|
|
|
13,253
|
|
|||||
Construction and land
|
|
|
|
|
|
|
|
|
|
||||||||||
Substandard
|
372
|
|
|
—
|
|
|
372
|
|
|
—
|
|
|
372
|
|
|||||
Total construction and land
|
372
|
|
|
—
|
|
|
372
|
|
|
—
|
|
|
372
|
|
|||||
Multifamily
|
|
|
|
|
|
|
|
|
|
||||||||||
LTV < 35%
|
|
|
|
|
|
|
|
|
|
||||||||||
Pass
|
588
|
|
|
—
|
|
|
588
|
|
|
—
|
|
|
588
|
|
|||||
Substandard
|
490
|
|
|
—
|
|
|
490
|
|
|
—
|
|
|
490
|
|
|||||
Total
|
1,078
|
|
|
—
|
|
|
1,078
|
|
|
—
|
|
|
1,078
|
|
|||||
LTV => 35%
|
|
|
|
|
|
|
|
|
|
||||||||||
Pass
|
2,262
|
|
|
—
|
|
|
2,262
|
|
|
—
|
|
|
2,262
|
|
|||||
Special Mention
|
590
|
|
|
—
|
|
|
590
|
|
|
—
|
|
|
590
|
|
|||||
Total
|
2,852
|
|
|
—
|
|
|
2,852
|
|
|
—
|
|
|
2,852
|
|
|||||
Total multifamily
|
3,930
|
|
|
—
|
|
|
3,930
|
|
|
—
|
|
|
3,930
|
|
|||||
Total Loans Acquired
|
74,199
|
|
|
2,293
|
|
|
76,492
|
|
|
1,325
|
|
|
77,817
|
|
|||||
|
$
|
1,399,345
|
|
|
$
|
13,331
|
|
|
$
|
1,412,676
|
|
|
$
|
17,332
|
|
|
$
|
1,430,008
|
|
|
At June 30, 2014
|
||||||||||
|
Recorded Investment
|
|
Unpaid Principal Balance
|
|
Related Allowance
|
||||||
With No Allowance Recorded:
|
|
|
|
|
|
||||||
Real estate loans:
|
|
|
|
|
|
|
|
|
|||
Commercial
|
|
|
|
|
|
|
|
|
|||
LTV => 35%
|
|
|
|
|
|
|
|
|
|||
Pass
|
$
|
3,358
|
|
|
$
|
3,495
|
|
|
$
|
—
|
|
Substandard
|
10,341
|
|
|
11,447
|
|
|
—
|
|
|||
One-to-four family residential
|
|
|
|
|
|
|
|
|
|||
LTV < 60%
|
|
|
|
|
|
|
|
|
|||
Special Mention
|
140
|
|
|
140
|
|
|
—
|
|
|||
Substandard
|
266
|
|
|
266
|
|
|
—
|
|
|||
Multifamily
|
|
|
|
|
|
|
|
|
|||
LTV => 35%
|
|
|
|
|
|
|
|
|
|||
Pass
|
92
|
|
|
562
|
|
|
—
|
|
|||
Substandard
|
1,435
|
|
|
1,435
|
|
|
—
|
|
|||
Commercial and industrial loans
|
|
|
|
|
|
|
|
|
|||
Special Mention
|
33
|
|
|
33
|
|
|
—
|
|
|||
Substandard
|
574
|
|
|
582
|
|
|
—
|
|
|||
With a Related Allowance Recorded:
|
|
|
|
|
|
|
|
|
|||
Real estate loans:
|
|
|
|
|
|
|
|
|
|||
Commercial
|
|
|
|
|
|
|
|
|
|||
LTV => 35%
|
|
|
|
|
|
|
|
|
|||
Substandard
|
16,202
|
|
|
17,372
|
|
|
(2,469
|
)
|
|||
One-to-four family residential
|
|
|
|
|
|
|
|
|
|||
LTV < 60%
|
|
|
|
|
|
||||||
Special Mention
|
325
|
|
|
325
|
|
|
(7
|
)
|
|||
Multifamily
|
|
|
|
|
|
|
|
|
|||
LTV => 35%
|
|
|
|
|
|
||||||
Substandard
|
1,454
|
|
|
1,454
|
|
|
(90
|
)
|
|||
Home equity and lines of credit
|
|
|
|
|
|
|
|
|
|||
Special Mention
|
335
|
|
|
335
|
|
|
(3
|
)
|
|||
Commercial and industrial loans
|
|
|
|
|
|
|
|
|
|||
Substandard
|
408
|
|
|
530
|
|
|
(91
|
)
|
|||
Total:
|
|
|
|
|
|
|
|
|
|||
Real estate loans
|
|
|
|
|
|
|
|
|
|||
Commercial
|
29,901
|
|
|
32,314
|
|
|
(2,469
|
)
|
|||
One-to-four family residential
|
731
|
|
|
731
|
|
|
(7
|
)
|
|||
Multifamily
|
2,981
|
|
|
3,451
|
|
|
(90
|
)
|
|||
Home equity and lines of credit
|
335
|
|
|
335
|
|
|
(3
|
)
|
|||
Commercial and industrial loans
|
1,015
|
|
|
1,145
|
|
|
(91
|
)
|
|||
|
$
|
34,963
|
|
|
$
|
37,976
|
|
|
$
|
(2,660
|
)
|
|
At December 31, 2013
|
||||||||||
|
Recorded Investment
|
|
Unpaid Principal Balance
|
|
Related Allowance
|
||||||
With No Allowance Recorded:
|
|
|
|
|
|
||||||
Real estate loans:
|
|
|
|
|
|
|
|
|
|||
Commercial
|
|
|
|
|
|
|
|
|
|||
LTV < 35%
|
|
|
|
|
|
|
|
|
|||
Pass
|
$
|
3,405
|
|
|
$
|
3,542
|
|
|
$
|
—
|
|
Substandard
|
—
|
|
|
706
|
|
|
—
|
|
|||
LTV => 35%
|
|
|
|
|
|
|
|
|
|||
Pass
|
19,689
|
|
|
21,383
|
|
|
—
|
|
|||
Construction and land
|
|
|
|
|
|
|
|
|
|||
Substandard
|
108
|
|
|
91
|
|
|
—
|
|
|||
One-to-four family residential
|
|
|
|
|
|
|
|
|
|||
LTV < 60%
|
|
|
|
|
|
|
|
|
|||
Special Mention
|
507
|
|
|
507
|
|
|
—
|
|
|||
Substandard
|
269
|
|
|
269
|
|
|
—
|
|
|||
Multifamily
|
|
|
|
|
|
|
|
|
|||
LTV < 35%
|
|
|
|
|
|
|
|
|
|||
Substandard
|
593
|
|
|
1,064
|
|
|
—
|
|
|||
Commercial and industrial loans
|
|
|
|
|
|
|
|
|
|||
Special Mention
|
210
|
|
|
219
|
|
|
—
|
|
|||
Substandard
|
853
|
|
|
1,008
|
|
|
—
|
|
|||
With a Related Allowance Recorded:
|
|
|
|
|
|
|
|
|
|||
Real estate loans:
|
|
|
|
|
|
|
|
|
|||
Commercial
|
|
|
|
|
|
|
|
|
|||
LTV => 35%
|
|
|
|
|
|
|
|
|
|||
Special Mention
|
2,289
|
|
|
2,672
|
|
|
(52
|
)
|
|||
Substandard
|
6,810
|
|
|
6,937
|
|
|
(2,333
|
)
|
|||
One-to-four family residential
|
|
|
|
|
|
|
|
|
|||
LTV => 60%
|
|
|
|
|
|
||||||
Substandard
|
340
|
|
|
340
|
|
|
(19
|
)
|
|||
Multifamily
|
|
|
|
|
|
|
|
|
|||
LTV => 35%
|
|
|
|
|
|
||||||
Substandard
|
1,481
|
|
|
1,481
|
|
|
(117
|
)
|
|||
Home equity and lines of credit
|
|
|
|
|
|
|
|
|
|||
Special Mention
|
342
|
|
|
342
|
|
|
(7
|
)
|
|||
Substandard
|
1,000
|
|
|
1,395
|
|
|
—
|
|
|||
Commercial and industrial loans
|
|
|
|
|
|
|
|
|
|||
Substandard
|
441
|
|
|
485
|
|
|
(104
|
)
|
|||
Total:
|
|
|
|
|
|
|
|
|
|||
Real estate loans
|
|
|
|
|
|
|
|
|
|||
Commercial
|
32,193
|
|
|
35,240
|
|
|
(2,385
|
)
|
|||
One-to-four family residential
|
1,116
|
|
|
1,116
|
|
|
(19
|
)
|
|||
Construction and land
|
108
|
|
|
91
|
|
|
—
|
|
|||
Multifamily
|
2,074
|
|
|
2,545
|
|
|
(117
|
)
|
|||
Home equity and lines of credit
|
1,342
|
|
|
1,737
|
|
|
(7
|
)
|
|||
Commercial and industrial loans
|
1,504
|
|
|
1,712
|
|
|
(104
|
)
|
|||
|
$
|
38,337
|
|
|
$
|
42,441
|
|
|
$
|
(2,632
|
)
|
|
June 30, 2013
|
||||||||
|
|
|
Pre-Modification
|
|
Post-Modification
|
||||
|
Number of
|
|
Outstanding Recorded
|
|
Outstanding Recorded
|
||||
|
Relationships
|
|
Investment
|
|
Investment
|
||||
|
(in thousands)
|
||||||||
Troubled Debt Restructurings
|
|
|
|
|
|
||||
One-to-four Family
|
|
|
|
|
|
||||
Special Mention
|
2
|
|
$
|
408
|
|
|
$
|
408
|
|
Total Troubled Debt Restructurings
|
2
|
|
$
|
408
|
|
|
$
|
408
|
|
|
June 30,
|
|
December 31,
|
||||
|
2014
|
|
2013
|
||||
Non-interest-bearing demand
|
$
|
235,778
|
|
|
$
|
235,355
|
|
Interest-bearing negotiable orders of withdrawal (NOW)
|
126,996
|
|
|
129,955
|
|
||
Savings and money market
|
832,869
|
|
|
819,477
|
|
||
Certificates of deposit
|
285,304
|
|
|
307,902
|
|
||
Total deposits
|
$
|
1,480,947
|
|
|
$
|
1,492,689
|
|
|
Three months ended
|
|
Six months ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Negotiable orders of withdrawal, savings, and money market
|
$
|
508
|
|
|
$
|
667
|
|
|
$
|
987
|
|
|
$
|
1,554
|
|
Certificates of deposit
|
746
|
|
|
933
|
|
|
1,505
|
|
|
2,184
|
|
||||
Total interest expense on deposit accounts
|
$
|
1,254
|
|
|
$
|
1,600
|
|
|
$
|
2,492
|
|
|
$
|
3,738
|
|
|
Number of Stock Options
|
|
Weighted Average Grant Date Fair Value
|
|
Weighted Average Exercise Price
|
|
Weighted Average Contractual Life (years)
|
||||||
Outstanding - December 31, 2013
|
2,800,305
|
|
|
$
|
2.30
|
|
|
$
|
7.13
|
|
|
5.16
|
|
Granted
|
2,496,600
|
|
|
3.91
|
|
|
13.13
|
|
|
9.96
|
|
||
Forfeited
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Exercised
|
(102,173
|
)
|
|
$
|
2.30
|
|
|
$
|
7.12
|
|
|
—
|
|
Outstanding - June 30, 2014
|
5,194,732
|
|
|
$
|
3.08
|
|
|
$
|
10.02
|
|
|
7.93
|
|
Exercisable - June 30, 2014
|
2,676,390
|
|
|
$
|
2.30
|
|
|
$
|
7.13
|
|
|
4.59
|
|
|
Number of Shares Awarded
|
|
Weighted Average Grant Date Fair Value
|
|||
Non-vested at December 31, 2013
|
240,083
|
|
|
$
|
7.29
|
|
Granted
|
998,200
|
|
|
13.13
|
|
|
Vested
|
(225,549
|
)
|
|
7.10
|
|
|
Non-vested at June 30, 2014
|
1,012,734
|
|
|
$
|
13.11
|
|
•
|
Level 1 Inputs – Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.
|
•
|
Level 2 Inputs – Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (for example, interest rates, volatilities, prepayment speeds, loss severities, credit risks and default rates) or inputs that are derived principally from or corroborated by observable market data by correlations or other means.
|
•
|
Level 3 Inputs – Significant unobservable inputs that reflect the Company’s own assumptions that market participants would use in pricing the assets or liabilities.
|
|
Fair Value Measurements at Reporting Date Using:
|
||||||||||||||
|
June 30, 2014
|
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs (Level 3)
|
||||||||
|
(in thousands)
|
||||||||||||||
Measured on a recurring basis:
|
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Investment securities:
|
|
|
|
|
|
|
|
||||||||
Available-for-sale:
|
|
|
|
|
|
|
|
||||||||
Mortgage-backed securities
|
|
|
|
|
|
|
|
||||||||
GSE
|
$
|
778,560
|
|
|
$
|
—
|
|
|
$
|
778,560
|
|
|
$
|
—
|
|
Non-GSE
|
1,697
|
|
|
—
|
|
|
1,697
|
|
|
—
|
|
||||
Other securities
|
|
|
|
|
|
|
|
||||||||
Corporate bonds
|
76,392
|
|
|
—
|
|
|
76,392
|
|
|
—
|
|
||||
Equities
|
647
|
|
|
647
|
|
|
—
|
|
|
—
|
|
||||
Total available-for-sale
|
857,296
|
|
|
647
|
|
|
856,649
|
|
|
—
|
|
||||
Trading securities
|
6,340
|
|
|
6,340
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
863,636
|
|
|
$
|
6,987
|
|
|
$
|
856,649
|
|
|
$
|
—
|
|
Measured on a non-recurring basis:
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Impaired loans:
|
|
|
|
|
|
|
|
||||||||
Real estate loans:
|
|
|
|
|
|
|
|
||||||||
Commercial real estate
|
$
|
20,703
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
20,703
|
|
One-to-four family residential mortgage
|
324
|
|
|
—
|
|
|
—
|
|
|
324
|
|
||||
Multifamily
|
1,545
|
|
|
—
|
|
|
—
|
|
|
1,545
|
|
||||
Home equity and lines of credit
|
334
|
|
|
—
|
|
|
—
|
|
|
334
|
|
||||
Total impaired real estate loans
|
22,906
|
|
|
—
|
|
|
—
|
|
|
22,906
|
|
||||
Commercial and industrial loans
|
582
|
|
|
—
|
|
|
—
|
|
|
582
|
|
||||
Other real estate owned
|
640
|
|
|
—
|
|
|
—
|
|
|
640
|
|
||||
Total
|
$
|
24,128
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
24,128
|
|
|
Fair Value Measurements at Reporting Date Using:
|
||||||||||||||
|
December 31, 2013
|
|
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs (Level 3)
|
|||||||
|
(in thousands)
|
||||||||||||||
Measured on a recurring basis:
|
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Investment securities:
|
|
|
|
|
|
|
|
||||||||
Available-for-sale:
|
|
|
|
|
|
|
|
||||||||
Mortgage-backed securities
|
|
|
|
|
|
|
|
||||||||
GSE
|
$
|
855,571
|
|
|
$
|
—
|
|
|
$
|
855,571
|
|
|
$
|
—
|
|
Non-GSE
|
4,552
|
|
|
—
|
|
|
4,552
|
|
|
—
|
|
||||
Other securities
|
|
|
|
|
|
|
|
||||||||
Corporate bonds
|
76,452
|
|
|
—
|
|
|
76,452
|
|
|
—
|
|
||||
Equities
|
510
|
|
|
510
|
|
|
—
|
|
|
—
|
|
||||
Total available-for-sale
|
937,085
|
|
|
510
|
|
|
936,575
|
|
|
—
|
|
||||
Trading securities
|
5,998
|
|
|
5,998
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
943,083
|
|
|
$
|
6,508
|
|
|
$
|
936,575
|
|
|
$
|
—
|
|
Measured on a non-recurring basis:
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Impaired loans:
|
|
|
|
|
|
|
|
||||||||
Real estate loans:
|
|
|
|
|
|
|
|
||||||||
Commercial real estate
|
$
|
23,572
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
23,572
|
|
One-to-four family residential mortgage
|
340
|
|
|
—
|
|
|
—
|
|
|
340
|
|
||||
Construction and land
|
109
|
|
|
—
|
|
|
—
|
|
|
109
|
|
||||
Multifamily
|
1,579
|
|
|
—
|
|
|
—
|
|
|
1,579
|
|
||||
Home equity and lines of credit
|
1,342
|
|
|
—
|
|
|
—
|
|
|
1,342
|
|
||||
Total impaired real estate loans
|
26,942
|
|
|
—
|
|
|
—
|
|
|
26,942
|
|
||||
Commercial and industrial loans
|
616
|
|
|
—
|
|
|
—
|
|
|
616
|
|
||||
Other real estate owned
|
634
|
|
|
—
|
|
|
—
|
|
|
634
|
|
||||
Total
|
$
|
28,192
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
28,192
|
|
|
Fair Value
|
|
Valuation Methodology
|
|
Unobservable Inputs
|
|
Range of Inputs
|
||||||||
|
June 30, 2014
|
|
December 31, 2013
|
|
|
|
|
|
June 30, 2014
|
|
December 31, 2013
|
||||
Impaired loans
|
$
|
23,488
|
|
|
$
|
27,558
|
|
|
Appraisals
|
|
Discount for costs to sell
|
|
7.00%
|
|
7.00%
|
|
|
|
|
|
|
|
Discount for quick sale
|
|
10.0% - 25.0%
|
|
10.0% - 25.0%
|
||||
|
|
|
|
|
Discounted cash flows
|
|
Interest rates
|
|
4.6% to 7.5%
|
|
4.6% to 7.5%
|
||||
Other real estate owned
|
$
|
640
|
|
|
$
|
634
|
|
|
Appraisals
|
|
Discount for costs to sell
|
|
7.00%
|
|
7.00%
|
(a)
|
Cash, Cash Equivalents, and Certificates of Deposit
|
(b)
|
Securities (Held to Maturity)
|
(c)
|
Federal Home Loan Bank of New York Stock
|
(d)
|
Loans (Held-for-Investment)
|
(e)
|
Loans (Held-for-Sale)
|
(f)
|
Deposits
|
(g)
|
Commitments to Extend Credit and Standby Letters of Credit
|
(h)
|
Borrowings
|
(i)
|
Advance Payments by Borrowers
|
|
June 30, 2014
|
||||||||||||||||||
|
|
|
Estimated Fair Value
|
||||||||||||||||
|
Carrying Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
35,783
|
|
|
$
|
35,783
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
35,783
|
|
Trading securities
|
6,340
|
|
|
6,340
|
|
|
—
|
|
|
—
|
|
|
6,340
|
|
|||||
Securities available-for-sale
|
857,296
|
|
|
647
|
|
|
856,649
|
|
|
—
|
|
|
857,296
|
|
|||||
Federal Home Loan Bank of New York stock, at cost
|
19,241
|
|
|
—
|
|
|
19,241
|
|
|
—
|
|
|
19,241
|
|
|||||
Loans held-for-sale
|
471
|
|
|
—
|
|
|
—
|
|
|
471
|
|
|
471
|
|
|||||
Loans held-for-investment, net
|
1,573,491
|
|
|
—
|
|
|
—
|
|
|
1,593,474
|
|
|
1,593,474
|
|
|||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Deposits
|
$
|
1,480,947
|
|
|
$
|
—
|
|
|
$
|
1,483,286
|
|
|
$
|
—
|
|
|
$
|
1,483,286
|
|
Repurchase agreements and other borrowings
|
534,333
|
|
|
—
|
|
|
539,896
|
|
|
—
|
|
|
539,896
|
|
|||||
Advance payments by borrowers
|
7,842
|
|
|
—
|
|
|
7,842
|
|
|
—
|
|
|
7,842
|
|
|
December 31, 2013
|
||||||||||||||||||
|
|
|
Estimated Fair Value
|
||||||||||||||||
|
Carrying Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
61,239
|
|
|
$
|
61,239
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
61,239
|
|
Trading securities
|
5,998
|
|
|
5,998
|
|
|
—
|
|
|
—
|
|
|
5,998
|
|
|||||
Securities available-for-sale
|
937,085
|
|
|
510
|
|
|
936,575
|
|
|
—
|
|
|
937,085
|
|
|||||
Federal Home Loan Bank of New York stock, at cost
|
17,516
|
|
|
—
|
|
|
17,516
|
|
|
—
|
|
|
17,516
|
|
|||||
Loans held-for-sale
|
471
|
|
|
—
|
|
|
—
|
|
|
471
|
|
|
471
|
|
|||||
Loans held-for-investment, net
|
1,489,476
|
|
|
—
|
|
|
—
|
|
|
1,472,096
|
|
|
1,472,096
|
|
|||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Deposits
|
$
|
1,492,689
|
|
|
$
|
—
|
|
|
$
|
1,495,810
|
|
|
$
|
—
|
|
|
$
|
1,495,810
|
|
Repurchase agreements and other borrowings
|
470,325
|
|
|
—
|
|
|
476,893
|
|
|
—
|
|
|
476,893
|
|
|||||
Advance payments by borrowers
|
6,441
|
|
|
—
|
|
|
6,441
|
|
|
—
|
|
|
6,441
|
|
|
For the three months ended
|
|
For the six months ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Net income available to common stockholders
|
$
|
5,440
|
|
|
$
|
4,299
|
|
|
$
|
10,659
|
|
|
$
|
9,091
|
|
Weighted average shares outstanding-basic
|
49,956,790
|
|
|
54,642,689
|
|
|
51,759,595
|
|
|
54,775,892
|
|
||||
Effect of non-vested restricted stock and stock options outstanding
|
954,435
|
|
|
873,747
|
|
|
1,000,195
|
|
|
876,125
|
|
||||
Weighted average shares outstanding-diluted
|
50,911,225
|
|
|
55,516,436
|
|
|
52,759,790
|
|
|
55,652,017
|
|
||||
Earnings per share-basic
|
$
|
0.11
|
|
|
$
|
0.08
|
|
|
$
|
0.21
|
|
|
$
|
0.17
|
|
Earnings per share-diluted
|
$
|
0.11
|
|
|
$
|
0.08
|
|
|
$
|
0.20
|
|
|
$
|
0.16
|
|
Anti-dilutive shares
|
802,908
|
|
|
—
|
|
|
418,554
|
|
|
—
|
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
statements of our goals, intentions, and expectations;
|
•
|
statements regarding our business plans, prospects, growth and operating strategies;
|
•
|
statements regarding the quality of our loan and investment portfolios; and
|
•
|
estimates of our risks and future costs and benefits.
|
•
|
general economic conditions, either nationally or in our market areas, that are worse than expected;
|
•
|
competition among depository and other financial institutions;
|
•
|
inflation and changes in the interest rate environment that reduce our margins and yields or reduce the fair value of financial instruments;
|
•
|
adverse changes in the securities markets;
|
•
|
changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory fees and capital requirements;
|
•
|
effect of shut down of the federal government
|
•
|
our ability to manage operations in the current economic conditions;
|
•
|
our ability to enter new markets successfully and capitalize on growth opportunities;
|
•
|
our ability to successfully integrate acquired entities;
|
•
|
changes in consumer spending, borrowing and savings habits;
|
•
|
changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board, the Securities and Exchange Commission or the Public Company Accounting Oversight Board;
|
•
|
changes in our organization, compensation and benefit plans;
|
•
|
changes in the level of government support for housing finance;
|
•
|
significant increases in our loan losses; and
|
•
|
changes in the financial condition, results of operations or future prospects of issuers of securities that we own.
|
Originations
|
|
Weighted Average Interest Rate
|
|
Weighted Average Loan-to-Value Ratio
|
|
(F)ixed or (V)ariable
|
|
Weighted Average Months to Next Rate Change or Maturity for Fixed Rate Loans
|
|
Amortization Term
|
||
$
|
116,746
|
|
|
3.65%
|
|
64%
|
|
78
|
|
V
|
|
20 to 30 Years
|
2,107
|
|
|
5.14%
|
|
43%
|
|
180
|
|
F
|
|
15 Years
|
|
$
|
118,853
|
|
|
3.68%
|
|
63%
|
|
|
|
|
|
|
Year
|
|
Amount
|
|
Weighted Avg. Rate
|
2014
|
|
$113,668
|
|
1.17%
|
2015
|
|
127,363
|
|
2.39%
|
2016
|
|
108,910
|
|
2.18%
|
2017
|
|
80,003
|
|
1.40%
|
2018
|
|
87,715
|
|
1.67%
|
2019
|
|
13,502
|
|
1.88%
|
|
|
$531,161
|
|
1.81%
|
|
For the Three Months Ended
|
||||||||||||||||||||
|
June 30, 2014
|
|
June 30, 2013
|
||||||||||||||||||
|
Average Outstanding Balance
|
|
Interest
|
|
Average Yield/ Rate (1)
|
|
Average Outstanding Balance
|
|
Interest
|
|
Average Yield/ Rate (1)
|
||||||||||
Interest-earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans
(5)
|
$
|
1,517,788
|
|
|
$
|
17,466
|
|
|
4.62
|
%
|
|
$
|
1,280,726
|
|
|
$
|
16,707
|
|
|
5.23
|
%
|
Mortgage-backed securities
(6)
|
838,444
|
|
|
4,343
|
|
|
2.08
|
|
|
1,044,661
|
|
|
5,606
|
|
|
2.15
|
|
||||
Other securities
(6)
|
83,334
|
|
|
157
|
|
|
0.76
|
|
|
172,640
|
|
|
502
|
|
|
1.17
|
|
||||
Federal Home Loan Bank of New York stock
|
18,177
|
|
|
172
|
|
|
3.80
|
|
|
12,419
|
|
|
118
|
|
|
3.81
|
|
||||
Interest-earning deposits in financial institutions
|
36,862
|
|
|
13
|
|
|
0.14
|
|
|
47,431
|
|
|
21
|
|
|
0.18
|
|
||||
Total interest-earning assets
|
2,494,605
|
|
|
22,151
|
|
|
3.56
|
|
|
2,557,877
|
|
|
22,954
|
|
|
3.60
|
|
||||
Non-interest-earning assets
|
205,486
|
|
|
|
|
|
|
184,769
|
|
|
|
|
|
||||||||
Total assets
|
$
|
2,700,091
|
|
|
|
|
|
|
$
|
2,742,646
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Savings, NOW, and money market accounts
|
$
|
949,311
|
|
|
$
|
508
|
|
|
0.21
|
|
|
$
|
983,400
|
|
|
$
|
667
|
|
|
0.27
|
|
Certificates of deposit
|
300,640
|
|
|
746
|
|
|
0.99
|
|
|
375,972
|
|
|
933
|
|
|
1.00
|
|
||||
Total interest-bearing deposits
|
1,249,951
|
|
|
1,254
|
|
|
0.40
|
|
|
1,359,372
|
|
|
1,600
|
|
|
0.47
|
|
||||
Borrowed funds
|
498,611
|
|
|
2,377
|
|
|
1.91
|
|
|
403,492
|
|
|
2,599
|
|
|
2.58
|
|
||||
Total interest-bearing liabilities
|
1,748,562
|
|
|
3,631
|
|
|
0.83
|
|
|
1,762,864
|
|
|
4,199
|
|
|
0.96
|
|
||||
Non-interest bearing deposit accounts
|
223,094
|
|
|
|
|
|
|
226,540
|
|
|
|
|
|
||||||||
Accrued expenses and other liabilities
|
37,104
|
|
|
|
|
|
|
15,925
|
|
|
|
|
|
||||||||
Total liabilities
|
2,008,760
|
|
|
|
|
|
|
2,005,329
|
|
|
|
|
|
||||||||
Stockholders' equity
|
691,331
|
|
|
|
|
|
|
737,317
|
|
|
|
|
|
||||||||
Total liabilities and stockholders' equity
|
$
|
2,700,091
|
|
|
|
|
|
|
$
|
2,742,646
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net interest income
|
|
|
$
|
18,520
|
|
|
|
|
|
|
$
|
18,755
|
|
|
|
||||||
Net interest rate spread
(2)
|
|
|
|
|
2.73
|
%
|
|
|
|
|
|
2.64
|
%
|
||||||||
Net interest-earning assets
(3)
|
$
|
746,043
|
|
|
|
|
|
|
$
|
795,013
|
|
|
|
|
|
||||||
Net interest margin
(4)
|
|
|
|
|
2.98
|
%
|
|
|
|
|
|
2.94
|
%
|
||||||||
Average interest-earning assets to
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
interest-bearing liabilities
|
|
|
|
|
142.67
|
%
|
|
|
|
|
|
145.10
|
%
|
(1)
|
Average yields and rates for the three months ended
June 30, 2014
and
2013
, are annualized.
|
(2)
|
Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.
|
(3)
|
Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.
|
(4)
|
Net interest margin represents net interest income divided by average total interest-earning assets.
|
(5)
|
Loans include non-accrual loans.
|
(6)
|
Securities available-for-sale are at amortized cost.
|
|
For the Six Months Ended
|
||||||||||||||||||||
|
June 30, 2014
|
|
June 30, 2013
|
||||||||||||||||||
|
Average Outstanding Balance
|
|
Interest
|
|
Average Yield/ Rate (1)
|
|
Average Outstanding Balance
|
|
Interest
|
|
Average Yield/ Rate (1)
|
||||||||||
Interest-earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans
(5)
|
$
|
1,511,512
|
|
|
$
|
35,262
|
|
|
4.70
|
%
|
|
$
|
1,260,048
|
|
|
$
|
33,194
|
|
|
5.31
|
%
|
Mortgage-backed securities
(6)
|
846,954
|
|
|
8,932
|
|
|
2.13
|
|
|
1,110,464
|
|
|
11,998
|
|
|
2.18
|
|
||||
Other securities
(6)
|
83,067
|
|
|
314
|
|
|
0.76
|
|
|
141,623
|
|
|
943
|
|
|
1.34
|
|
||||
Federal Home Loan Bank of New York stock
|
18,000
|
|
|
382
|
|
|
4.28
|
|
|
12,158
|
|
|
274
|
|
|
4.54
|
|
||||
Interest-earning deposits in financial institutions
|
37,763
|
|
|
25
|
|
|
0.13
|
|
|
61,472
|
|
|
61
|
|
|
0.20
|
|
||||
Total interest-earning assets
|
2,497,296
|
|
|
44,915
|
|
|
3.63
|
|
|
2,585,765
|
|
|
46,470
|
|
|
3.62
|
|
||||
Non-interest-earning assets
|
204,760
|
|
|
|
|
|
|
189,379
|
|
|
|
|
|
||||||||
Total assets
|
$
|
2,702,056
|
|
|
|
|
|
|
$
|
2,775,144
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Savings, NOW, and money market accounts
|
$
|
947,876
|
|
|
$
|
987
|
|
|
0.21
|
|
|
$
|
1,019,296
|
|
|
$
|
1,554
|
|
|
0.31
|
|
Certificates of deposit
|
303,028
|
|
|
1,505
|
|
|
1.00
|
|
|
416,670
|
|
|
2,184
|
|
|
1.06
|
|
||||
Total interest-bearing deposits
|
1,250,904
|
|
|
2,492
|
|
|
0.40
|
|
|
1,435,966
|
|
|
3,738
|
|
|
0.52
|
|
||||
Borrowed funds
|
489,314
|
|
|
4,788
|
|
|
1.97
|
|
|
404,061
|
|
|
5,212
|
|
|
2.60
|
|
||||
Total interest-bearing liabilities
|
1,740,218
|
|
|
7,280
|
|
|
0.84
|
|
|
1,840,027
|
|
|
8,950
|
|
|
0.98
|
|
||||
Non-interest bearing deposit accounts
|
223,281
|
|
|
|
|
|
|
215,757
|
|
|
|
|
|
||||||||
Accrued expenses and other liabilities
|
36,965
|
|
|
|
|
|
|
20,211
|
|
|
|
|
|
||||||||
Total liabilities
|
2,000,464
|
|
|
|
|
|
|
2,075,995
|
|
|
|
|
|
||||||||
Stockholders' equity
|
701,592
|
|
|
|
|
|
|
699,149
|
|
|
|
|
|
||||||||
Total liabilities and stockholders' equity
|
$
|
2,702,056
|
|
|
|
|
|
|
$
|
2,775,144
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net interest income
|
|
|
$
|
37,635
|
|
|
|
|
|
|
$
|
37,520
|
|
|
|
||||||
Net interest rate spread
(2)
|
|
|
|
|
2.78
|
%
|
|
|
|
|
|
2.64
|
%
|
||||||||
Net interest-earning assets
(3)
|
$
|
757,078
|
|
|
|
|
|
|
$
|
745,738
|
|
|
|
|
|
||||||
Net interest margin
(4)
|
|
|
|
|
3.04
|
%
|
|
|
|
|
|
2.93
|
%
|
||||||||
Average interest-earning assets to
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
interest-bearing liabilities
|
|
|
|
|
143.50
|
%
|
|
|
|
|
|
140.53
|
%
|
(1)
|
Average yields and rates for the six months ended
June 30, 2014
and
2013
are annualized.
|
(2)
|
Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.
|
(3)
|
Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.
|
(4)
|
Net interest margin represents net interest income divided by average total interest-earning assets.
|
(5)
|
Loans include non-accrual loans.
|
(6)
|
Securities available-for-sale are at amortized cost.
|
|
June 30,
|
|
March 31,
|
|
December 31,
|
|
September 30,
|
|
June 30,
|
||||||||||
|
2014
|
|
2014
|
|
2013
|
|
2013
|
|
2013
|
||||||||||
Non-accruing loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Held-for-investment
|
$
|
4,932
|
|
|
$
|
6,247
|
|
|
$
|
6,649
|
|
|
$
|
7,192
|
|
|
$
|
10,717
|
|
Held-for-sale
|
471
|
|
|
471
|
|
|
471
|
|
|
1,493
|
|
|
—
|
|
|||||
Non-accruing loans subject to restructuring agreements:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Held-for-investment
|
10,382
|
|
|
10,476
|
|
|
10,651
|
|
|
10,609
|
|
|
11,870
|
|
|||||
Held-for-sale
|
—
|
|
|
—
|
|
|
—
|
|
|
187
|
|
|
—
|
|
|||||
Total non-accruing loans
|
15,785
|
|
|
17,194
|
|
|
17,771
|
|
|
19,481
|
|
|
22,587
|
|
|||||
Loans 90 days or more past due and still accruing:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Held-for-investment
|
605
|
|
|
584
|
|
|
32
|
|
|
18
|
|
|
806
|
|
|||||
Total non-performing loans
|
16,390
|
|
|
17,778
|
|
|
17,803
|
|
|
19,499
|
|
|
23,393
|
|
|||||
Other real estate owned
|
640
|
|
|
150
|
|
|
634
|
|
|
664
|
|
|
776
|
|
|||||
Total non-performing assets
|
17,030
|
|
|
17,928
|
|
|
18,437
|
|
|
20,163
|
|
|
24,169
|
|
|||||
Non-performing loans to total loans
|
1.04
|
%
|
|
1.17
|
%
|
|
1.19
|
%
|
|
1.39
|
%
|
|
1.76
|
%
|
|||||
Non-performing assets to total assets
|
0.63
|
%
|
|
0.67
|
%
|
|
0.68
|
%
|
|
0.73
|
%
|
|
0.90
|
%
|
|||||
Loans subject to restructuring agreements and still accruing
|
$
|
24,292
|
|
|
$
|
25,619
|
|
|
$
|
26,190
|
|
|
$
|
26,426
|
|
|
$
|
26,670
|
|
Accruing loans 30 to 89 days delinquent
|
$
|
13,307
|
|
|
$
|
12,888
|
|
|
$
|
13,331
|
|
|
$
|
16,248
|
|
|
$
|
24,642
|
|
|
At or for the Six Months Ended
|
||
|
June 30, 2014
|
||
Balance at beginning of period
|
$
|
17,771
|
|
Additions
|
1,263
|
|
|
Sales of held-for-investment loans
|
(1,467
|
)
|
|
Pay-offs and principal pay-downs
|
(227
|
)
|
|
Returned to accrual status
|
(1,415
|
)
|
|
Charge-offs
|
(140
|
)
|
|
Balance at end of period
|
$
|
15,785
|
|
|
At June 30, 2014
|
|
At December 31, 2013
|
||||||||||||
|
Non-Accruing
|
|
Accruing
|
|
Non-Accruing
|
|
Accruing
|
||||||||
Troubled Debt Restructurings:
|
|
|
|
|
|
|
|
||||||||
Real estate loans:
|
|
|
|
|
|
|
|
||||||||
Commercial
|
$
|
9,378
|
|
|
$
|
20,522
|
|
|
$
|
9,496
|
|
|
$
|
21,536
|
|
One-to-four family residential
|
596
|
|
|
798
|
|
|
607
|
|
|
1,176
|
|
||||
Construction and land
|
—
|
|
|
—
|
|
|
108
|
|
|
—
|
|
||||
Multifamily
|
—
|
|
|
2,030
|
|
|
—
|
|
|
2,074
|
|
||||
Home equity and lines of credit
|
—
|
|
|
335
|
|
|
—
|
|
|
341
|
|
||||
Commercial and industrial loans
|
408
|
|
|
607
|
|
|
441
|
|
|
1,063
|
|
||||
|
$
|
10,382
|
|
|
$
|
24,292
|
|
|
$
|
10,652
|
|
|
$
|
26,190
|
|
Performing in accordance with restructured terms
|
5.8
|
%
|
|
94.6
|
%
|
|
29.7
|
%
|
|
86.3
|
%
|
|
June 30, 2014
|
|
December 31, 2013
|
||||
Real estate loans:
|
|
|
|
||||
Commercial
|
$
|
4,176
|
|
|
$
|
4,274
|
|
One-to-four family residential
|
5,748
|
|
|
5,644
|
|
||
Multifamily
|
2,773
|
|
|
2,483
|
|
||
Home equity and lines of credit
|
425
|
|
|
94
|
|
||
Commercial and industrial loans
|
185
|
|
|
815
|
|
||
Other loans
|
—
|
|
|
21
|
|
||
Total delinquent accruing loans
|
$
|
13,307
|
|
|
$
|
13,331
|
|
|
Actual
|
|
For Capital Adequacy Purposes
|
|
For Well Capitalized Under Prompt Corrective Action Provisions
|
|||
As of June 30, 2014:
|
|
|
|
|
|
|||
Tangible capital to tangible assets
|
18.74
|
%
|
|
1.50
|
%
|
|
NA
|
|
Tier I capital (core) (to adjusted total assets)
|
18.74
|
%
|
|
4.00
|
%
|
|
5.00
|
%
|
Total capital (to risk-weighted assets)
|
26.16
|
%
|
|
8.00
|
%
|
|
10.00
|
%
|
As of December 31, 2013:
|
|
|
|
|
|
|||
Tangible capital to tangible assets
|
19.88
|
%
|
|
1.50
|
%
|
|
NA
|
|
Tier I capital (core) (to adjusted total assets)
|
19.88
|
%
|
|
4.00
|
%
|
|
5.00
|
%
|
Total capital (to risk-weighted assets)
|
28.94
|
%
|
|
8.00
|
%
|
|
10.00
|
%
|
Contractual Obligation
|
|
Total
|
|
Less than One Year
|
|
One to less than Three Years
|
|
Three to less than Five Years
|
|
Five Years and greater
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Debt obligations (excluding capitalized leases)
|
|
$
|
531,161
|
|
|
$
|
210,031
|
|
|
$
|
187,913
|
|
|
$
|
133,217
|
|
|
$
|
—
|
|
Commitments to originate loans
|
|
82,862
|
|
|
82,862
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Commitments to fund unused lines of credit
|
|
53,629
|
|
|
53,629
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
NPV
|
|
|
|||||||||||||||||||||
Change in Interest Rates (basis points)
|
|
Estimated Present Value of Assets
|
|
Estimated Present Value of Liabilities
|
|
Estimated NPV
|
|
Estimated Change In NPV
|
|
Estimated Change In NPV %
|
|
Estimated NPV/Present Value of Assets Ratio
|
|
Net Interest Income Percent Change
|
|||||||||||
+400
|
|
$
|
2,359,199
|
|
|
$
|
1,881,700
|
|
|
$
|
477,499
|
|
|
$
|
(221,589
|
)
|
|
(31.70
|
)%
|
|
20.24
|
%
|
|
(12.38
|
)%
|
+300
|
|
2,435,406
|
|
|
1,912,089
|
|
|
523,316
|
|
|
(175,772
|
)
|
|
(25.14
|
)
|
|
21.49
|
|
|
(9.15
|
)%
|
||||
+200
|
|
2,520,129
|
|
|
1,943,483
|
|
|
576,647
|
|
|
(122,441
|
)
|
|
(17.51
|
)
|
|
22.88
|
|
|
(5.89
|
)%
|
||||
+100
|
|
2,610,901
|
|
|
1,975,927
|
|
|
634,974
|
|
|
(64,114
|
)
|
|
(9.17
|
)
|
|
24.32
|
|
|
(2.81
|
)%
|
||||
0
|
|
2,708,563
|
|
|
2,009,475
|
|
|
699,088
|
|
|
—
|
|
|
—
|
|
|
25.81
|
|
|
—
|
|
||||
(100)
|
|
2,803,791
|
|
|
2,041,960
|
|
|
761,831
|
|
|
62,743
|
|
|
8.97
|
|
|
27.17
|
|
|
(0.60
|
)%
|
||||
(200)
|
|
2,905,553
|
|
|
2,058,068
|
|
|
847,485
|
|
|
148,397
|
|
|
21.23
|
|
|
29.17
|
|
|
(3.40
|
)%
|
(a)
|
Unregistered Sale of Equity Securities
. There were no sales of unregistered securities during the period covered by this report.
|
(b)
|
Use of Proceeds
. Not applicable
|
(c)
|
Repurchases of Our Equity Securities
.
|
Period
|
|
(a) Total Number of Shares Purchased
|
|
(b) Average Price Paid per Share
|
|
(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
(1)
|
|
(d) Maximum Number of Shares that May Yet Be Purchased Under Plans or Programs
(1)
|
|||||
April 1, 2014 through April 30, 2014
|
|
1,302,100
|
|
|
$
|
12.77
|
|
|
1,302,100
|
|
|
1,348,299
|
|
May 1, 2014 through May 31, 2014
|
|
1,189,386
|
|
|
$
|
12.91
|
|
|
1,188,971
|
|
|
2,772,109
|
|
June 1, 2014 through June 30, 2014
|
|
409,845
|
|
|
$
|
13.06
|
|
|
402,243
|
|
|
2,369,866
|
|
Total
|
|
2,901,331
|
|
|
$
|
12.87
|
|
|
2,893,314
|
|
|
|
/s/ John W. Alexander
|
John W. Alexander
|
Chairman and Chief Executive Officer
|
/s/ William R. Jacobs
|
William R. Jacobs
|
Chief Financial Officer
|
(Principal Financial and Accounting Officer)
|
Exhibit
|
|
|
Number
|
|
Description
|
10.1
|
|
|
Form of Employee Stock Option Award Agreement under the 2014 Equity Incentive Plan with the Exception of John W. Alexander and Steven M. Klein
|
|
|
|
|
10.2
|
|
|
Form of Employee Stock Option Award Agreement under the 2014 Equity Incentive Plan with John W. Alexander and Steven M. Klein
|
|
|
|
|
10.3
|
|
|
Form of Director Non-Statutory Stock Option Award Agreement under the 2014 Equity Incentive
|
|
|
|
|
10.4
|
|
|
Form of Employee Restricted Stock Award Agreement under the 2014 Equity Incentive Plan with the exception of John W. Alexander and Steven M. Klein
|
|
|
|
|
10.5
|
|
|
Form of Employee Restricted Stock Award Agreement under the 2014 Equity Incentive Plan with John W. Alexander and Steven M. Klein
|
|
|
|
|
10.6
|
|
|
Form of Director Restricted Stock Award Agreement under the 2014 Equity Incentive Plan
|
31.1
|
|
|
Certification of John W. Alexander, Chairman, President and Chief Executive Officer,
Pursuant to Rule 13a-14(a) and Rule 15d-14(a)
|
|
|
|
|
31.2
|
|
|
Certification of William R. Jacobs, Chief Financial Officer,
Pursuant to Rule 13a-14(a) and Rule 15d-14(a)
|
|
|
|
|
32
|
|
|
Certification of John W. Alexander, Chairman and Chief Executive Officer, and William R. Jacobs, Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
101
|
|
|
The following materials from the Company’s Report on Form 10-Q for the quarter ended June 30, 2014, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Statements of Changes in Stockholders’ Equity, (iv) the Consolidated Statements of Cash Flows and (v) the Notes to Consolidated Financial Statements
|
5.
|
Expiration Date of Option
:
June 11, 2024
, subject to earlier expiration due to Termination of Service.
|
6.
|
Vesting Schedule
. Unless sooner vested in accordance with the terms of this Award Agreement, the Options granted hereunder shall vest (i.e., become exercisable) in accordance with the following:
|
8.1
|
Delivery of Shares
. Delivery of shares of Common Stock upon the exercise of this Option will comply with all applicable laws (including the requirements of the Securities Act) and the applicable requirements of any securities exchange or similar entity.
|
9.2
|
A “
Change in Control
” will be deemed to have occurred as provided in Section 4.2 of the Plan.
|
11.1
|
Death
. This Option will become exercisable as to all shares subject to an outstanding Award, whether or not then exercisable, in the event of the Participant’s Termination of Service by reason of the Participant’s death. This Option may thereafter be exercised by the Participant’s legal representative or beneficiaries for a period of one year following Termination of Service due to death or the remaining unexpired term of the Option, if less.
|
11.2
|
Disability
. This Option will become exercisable as to all shares subject to an outstanding Award, whether or not then exercisable, in the event of the Participant’s Termination of Service by reason of the Participant’s Disability. This Option may thereafter be exercised for a period of one year following Termination of Service due to Disability or the remaining unexpired term of the Option, if less.
|
11.3
|
Retirement.
If the Participant’s Service terminates due to Retirement, this Option may thereafter be exercised, to the extent it was exercisable at the time of such termination, for a period of one year following Termination of Service due to Retirement or the remaining unexpired term of the Option, if less. All unvested Options will be forfeited.
|
11.4
|
Termination for Cause
.
In the event of the Participant’s Termination of Service for Cause, all Options that have not been exercised will expire and be forfeited.
|
11.5
|
Other Termination
.
In the event of the Participant’s Termination of Service for any reason other than due to death, Disability, Retirement or for Cause, this Option may thereafter be exercised, to the extent it was exercisable at the time of such termination, for a period of three months following termination, subject to termination on the Option’s expiration date, if earlier. All unvested Options will be forfeited.
|
11.6
|
Incentive Option Treatment
. The Incentive Stock Options granted hereunder are subject to the requirements of Section 421 of the Internal Revenue Code. No Option will be eligible for treatment as an Incentive Stock Option in the event such Option is exercised more than three months following Termination of Service (except in the case of Termination of Service due to Disability). In order to obtain Incentive Stock Option treatment for Options exercised by heirs or devisees of the Participant, the Participant’s death must have occurred while the Participant was employed or within three months of the Participant’s Termination of Service.
|
12.1
|
No Option will confer upon the Participant any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights.
|
12.2
|
This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.
|
12.3
|
Except as otherwise provided by the Committee, Incentive Stock Options under the Plan are not transferable except (1) as designated by the Participant by will or by the laws of descent and distribution, (2) to a trust established by the Participant, or (3) between spouses incident to a divorce or pursuant to a domestic relations order, provided, however, that in the case of a transfer described under (3), the Option will not qualify as an Incentive Stock Option as of the day of such transfer.
|
12.4
|
This Option will be governed by and construed in accordance with the laws of the State of New Jersey.
|
12.5
|
The granting of this Option does not confer upon the Participant any right to be retained in the employ of the Company or any subsidiary.
|
12.6
|
An Option that is exercised as an Incentive Stock Option is not subject to ordinary income taxes so long as it is held for the requisite holding period, e.g., two (2) years from the date of grant of the Option and one (1) year from the date of exercise, whichever is later. A Non-Qualified Stock Option will be subject to income tax withholding at the time of exercise. Upon the exercise of a Non-Statutory Stock Option, the Participant shall have the right to direct the Company to satisfy the minimum required federal, state and local tax withholding by reducing the number of shares of Stock subject to the Non-Qualified Stock Option (without issuance of such shares of Stock to the Stock Option holder) by a number equal to the quotient of (a) the total minimum amount of required tax withholding divided by (b) the excess of the Fair Market Value of a share of Stock on the exercise date over the Exercise Price per share of Stock.
|
12.7
|
This Stock Option Award, or any portion of this Award, is subject to forfeiture in accordance with the requirements of Section 7.17 of the Plan.
|
___
|
Cash or personal, certified or cashier’s check in the sum of $_______, in full/partial payment of the purchase price.
|
___
|
Stock of the Company with a fair market value of $______ in full/partial payment of the purchase price.*
|
___
|
A “net settlement” of the Option whereby I direct the Company to withhold a sufficient number of shares to satisfy the purchase price. [ ] Withhold a sufficient number of shares to pay minimum required taxes [ ] Calculate minimum required withholding and I will submit payment.
|
___
|
A check (personal, certified or cashier’s) in the sum of $_______
and
stock of the Company with a fair market value of $______, in full payment of the purchase price.*
|
___
|
Please sell ______ shares from my Option shares through my broker in full/partial payment of the purchase price. If my broker requires additional forms in order to consummate this “broker cashless exercise,” I have included them with this election.
|
5.
|
Expiration Date of Option
:
June 11, 2024
, subject to earlier expiration due to Termination of Service.
|
8.1
|
Delivery of Shares
. Delivery of shares of Common Stock upon the exercise of this Option will comply with all applicable laws (including the requirements of the Securities Act) and the applicable requirements of any securities exchange or similar entity.
|
9.1
|
In the event of the Participant’s Involuntary Termination following a Change in Control, all Options held by the Participant, whether or not exercisable at such time, will become fully exercisable, subject to the expiration provisions otherwise applicable to the Option.
|
9.2
|
A “
Change in Control
” will be deemed to have occurred as provided in Section 4.2 of the Plan.
|
11.1
|
Death
. This Option will become exercisable as to all shares subject to an outstanding Award, whether or not then exercisable, in the event of the Participant’s Termination of Service by reason of the Participant’s death. This Option may thereafter be exercised by the Participant’s legal representative or beneficiaries for a period of one year following Termination of Service due to death or the remaining unexpired term of the Option, if less.
|
11.2
|
Disability
. This Option will become exercisable as to all shares subject to an outstanding Award, whether or not then exercisable, in the event of the Participant’s Termination of Service by reason of the Participant’s Disability. This Option may thereafter be exercised for a period of one year following Termination of Service due to Disability or the remaining unexpired term of the Option, if less.
|
11.3
|
Retirement.
If the Participant’s Service terminates due to Retirement, this Option may thereafter be exercised, to the extent it was exercisable at the time of such termination, for a period of one year following Termination of Service due to Retirement or the remaining unexpired term of the Option, if less. All unvested Options will be forfeited.
|
11.4
|
Termination for Cause
.
In the event of the Participant’s Termination of Service for Cause, all Options that have not been exercised will expire and be forfeited.
|
11.5
|
Other Termination
.
In the event of the Participant’s Termination of Service for any reason other than due to death, Disability, Retirement or for Cause, this Option may
|
11.6
|
Incentive Option Treatment
. The Incentive Stock Options granted hereunder are subject to the requirements of Section 421 of the Internal Revenue Code. No Option will be eligible for treatment as an Incentive Stock Option in the event such Option is exercised more than three months following termination of employment (except in the case of termination of employment due to Disability). In order to obtain Incentive Stock Option treatment for Options exercised by heirs or devisees of the Participant, the Participant’s death must have occurred while the Participant was employed or within three months of the Participant’s termination of employment.
|
12.1
|
No Option will confer upon the Participant any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights.
|
12.2
|
This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.
|
12.3
|
Except as otherwise provided by the Committee, Incentive Stock Options under the Plan are not transferable except (1) as designated by the Participant by will or by the laws of descent and distribution, (2) to a trust established by the Participant, or (3) between spouses incident to a divorce or pursuant to a domestic relations order, provided, however, that in the case of a transfer described under (3), the Option will not qualify as an Incentive Stock Option as of the day of such transfer.
|
12.4
|
This Option will be governed by and construed in accordance with the laws of the State of New Jersey.
|
12.5
|
The granting of this Option does not confer upon the Participant any right to be retained in the employ of the Company or any subsidiary.
|
12.6
|
An Option that is exercised as an Incentive Stock Option is not subject to ordinary income taxes so long as it is held for the requisite holding period, e.g., two (2) years from the date of grant of the Option and one (1) year from the date of exercise, whichever is later. A Non-Qualified Stock Option will be subject to income tax withholding at the time of exercise. Upon the exercise of a Non-Statutory Stock Option, the Participant shall have the right to direct the Company to satisfy the minimum required federal, state and local tax withholding by reducing the number of shares of Stock subject to the Non-Qualified Stock Option (without issuance of such shares of Stock to the Stock Option holder) by a number equal to the quotient of (a) the total minimum amount of required tax withholding divided by (b) the excess of the Fair Market Value of a share of Stock on the exercise date over the Exercise Price per share of Stock.
|
12.7
|
This Option Award, or any portion of this Option Award, is subject to forfeiture in accordance with the requirements of Section 7.17 of the Plan.
|
___
|
Cash or personal, certified or cashier’s check in the sum of $_______, in full/partial payment of the purchase price.
|
___
|
Stock of the Company with a fair market value of $______ in full/partial payment of the purchase price.*
|
___
|
A “net settlement” of the Option whereby I direct the Company to withhold a sufficient number of shares to satisfy the purchase price. [ ] Withhold a sufficient number of shares to pay minimum required taxes [ ] Calculate minimum required withholding and I will submit payment.
|
___
|
A check (personal, certified or cashier’s) in the sum of $_______
and
stock of the Company with a fair market value of $______, in full payment of the purchase price.*
|
___
|
Please sell ______ shares from my Option shares through my broker in full/partial payment of the purchase price. If my broker requires additional forms in order to consummate this “broker cashless exercise,” I have included them with this election.
|
4.
|
Total number of shares of Company common stock, $0.01 par value per share, that may be acquired pursuant to this Option
:
|
•
|
This is a Non-Qualified Option.
|
5.
|
Expiration Date of Option:
June, 11, 2024
, subject to earlier expiration due to Termination of Service.
|
6.
|
Vesting Schedule
. Unless sooner vested in accordance with the terms of this Award Agreement, the Options granted hereunder shall vest (i.e., become exercisable) in accordance with the following:
|
7.
|
Exercise Procedure
. This Option will be exercised in whole or in part by the Participant’s delivery to the Company of written notice (the “
Notice of Exercise of Option
” attached hereto as Exhibit A) setting forth the number of shares with respect to which this Option is to be exercised, together with payment by cash or other means acceptable to the Committee.
|
8.1
|
Delivery of Shares
. Delivery of shares of Common Stock upon the exercise of this Option will comply with all applicable laws (including the requirements of the Securities Act) and the applicable requirements of any securities exchange or similar entity.
|
9.1
|
In the event of the Participant’s Involuntary Termination following a Change in Control, all Options held by the Participant, whether or not exercisable at such time, will become fully exercisable, subject to the expiration provisions otherwise applicable to the Option.
|
9.2
|
A “
Change in Control
” will be deemed to have occurred as provided in Section 4.2 of the Plan.
|
11.1
|
Death
. This Option will become exercisable as to all shares subject to an outstanding Award, whether or not then exercisable, in the event of the Participant’s Termination of Service by reason of the Participant’s death. This Option may thereafter be exercised by the Participant’s legal representative or beneficiaries for a period of one year following Termination of Service due to death or the remaining unexpired term of the Option, if less.
|
11.2
|
Disability
. This Option will become exercisable as to all shares subject to an outstanding Award, whether or not then exercisable, in the event of the Participant’s Termination of Service by reason of the Participant’s Disability. This Option may thereafter be exercised for a period of one year following Termination of Service due to Disability or the remaining unexpired term of the Option, if less.
|
11.3
|
Retirement.
If the Participant’s Service terminates due to Retirement, this Option may thereafter be exercised, to the extent it was exercisable at the time of such termination, for a period of one year following Termination of Service due to Retirement or the remaining unexpired term of the Option, if less. All unvested Options will be forfeited. For purposes of the Plan and this Agreement, “Service” means service as a non-employee Director of the Company or a Subsidiary, as the case may be, and shall include service as a director emeritus or advisory director.
|
11.4
|
Termination for Cause
.
In the event of the Participant’s Termination of Service for Cause, all Options that have not been exercised will expire and be forfeited.
|
11.5
|
Other Termination
.
In the event of the Participant’s Termination of Service for any reason other than due to death, Disability, Retirement or for Cause, this Option may thereafter be exercised, to the extent it was exercisable at the time of such termination, for a period of three months following termination, subject to termination on the Option’s expiration date, if earlier. All unvested Options will be forfeited. For purposes of the Plan and this Agreement, “Service” means service as a non-employee Director of the Company or a Subsidiary, as the case may be, and shall include service as a director emeritus or advisory director.
|
12.1
|
No Option will confer upon the Participant any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights.
|
12.2
|
This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.
|
12.3
|
In the discretion of the Committee, a non-qualified Option granted under the Plan may be transferable by the Participant, provided, however, that such transfers will be limited to Immediate Family Members of Participants, trusts and partnerships established for the primary benefit of such family members or to charitable
|
12.4
|
This Option will be governed by and construed in accordance with the laws of the State of New Jersey.
|
12.6
|
This Stock Option Award, or any portion of this Award, is subject to forfeiture in accordance with the requirements of Section 7.17 of the Plan.
|
___
|
Cash or personal, certified or cashier’s check in the sum of $_______, in full/partial payment of the purchase price.
|
___
|
Stock of the Company with a fair market value of $______ in full/partial payment of the purchase price.*
|
___
|
A “net settlement” of the Option whereby I direct the Company to withhold a sufficient number of shares to satisfy the purchase price.
|
___
|
A check (personal, certified or cashier’s) in the sum of $_______
and
stock of the Company with a fair market value of $______, in full payment of the purchase price.*
|
___
|
Please sell ______ shares from my Option shares through a broker in full/partial payment of the purchase price. If my broker requires additional forms in order to consummate this “broker cashless exercise,” I have included them with this election.
|
3.
|
Total number of shares of Company common stock, $0.01 par value per share, covered by the Restricted Stock Award:
|
4.
|
Vesting Schedule
. Except as otherwise provided in this Agreement, this Restricted Stock Award first becomes earned in accordance with the following:
|
Number of Shares Vesting
|
Vesting Date
|
|
|
###___###
###___###
###___###
###___###
###___###
|
June 11, 2015
June 11, 2016
June 11, 2017
June 11, 2018
June 11, 2019
|
|
|
5.
|
Grant of Restricted Stock Award.
|
6.
|
Terms and Conditions
.
|
7.
|
Delivery of Shares
.
|
8.1
|
In the event of the Participant’s Involuntary Termination following a Change in Control, all Restricted Stock Awards subject to this Agreement will become fully vested.
|
8.2
|
A “
Change in Control
” will be deemed to have occurred as provided in Section 4.2 of the Plan.
|
9.
|
Adjustment Provisions.
|
(i)
|
Death
. In the event of the Participant’s Termination of Service by reason of the Participant’s death, all Restricted Stock subject to this Agreement will vest as to all shares subject to an outstanding Award at the date of Termination of Service.
|
(ii)
|
Disability
. In the event of the Participant’s Termination of Service by reason of Disability, all Restricted Stock subject to this Agreement will vest at the date of Termination of Service
.
|
(iii)
|
Termination for Cause
.
If the event of the Participant’s Termination of Service for Cause, all Restricted Stock subject to this Agreement that has not vested will expire and be forfeited.
|
(i)
|
Other Termination
.
If the event of the Participant’s Termination of Service for any reason other than due to death, Disability or for Cause, all shares of Restricted Stock subject to this Agreement which have not vested as of the date of Termination of Service will expire and be forfeited.
|
11.1
|
This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.
|
11.2
|
A Restricted Stock Award is not transferable prior to the time such Award vests in the Participant.
|
11.3
|
This Restricted Stock Award will be governed by and construed in accordance with the laws of the State of New Jersey.
|
11.4
|
This Restricted Stock Award is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Company will not be obligated to issue any shares of stock hereunder if the issuance of such shares would constitute a violation of any such law, regulation or order or any provision thereof.
|
11.5
|
The Participant may request that the Company withhold a sufficient number of shares (based on the Fair Market Value on the vesting date) to satisfy the minimum required federal, state and local tax withholding, if doing so would not violate any laws, regulations, or orders of any governmental authority.
|
3.
|
Total number of shares of Company common stock, $0.01 par value per share, covered by the Restricted Stock Award:
|
4.
|
Vesting Schedule
. Except as provided in item 6 of this Agreement, this Restricted Stock Award first becomes earned in accordance with the following:
|
5.
|
Grant of Restricted Stock Award.
|
6.
|
Terms and Conditions
.
|
7.
|
Delivery of Shares
.
|
8.1
|
In the event of the Participant’s Involuntary Termination following a Change in Control, all Restricted Stock Awards subject to this Agreement will become fully vested.
|
8.2
|
A “
Change in Control
” will be deemed to have occurred as provided in Section 4.2 of the Plan.
|
9.
|
Adjustment Provisions.
|
(i)
|
Death
. In the event of the Participant’s Termination of Service by reason of the Participant’s death, all Restricted Stock subject to this Agreement will vest as to all shares subject to an outstanding Award at the date of Termination of Service.
|
(ii)
|
Disability
. In the event of the Participant’s Termination of Service by reason of Disability, all Restricted Stock subject to this Agreement will vest at the date of Termination of Service
.
|
(iii)
|
Termination for Cause
.
If the event of the Participant’s Termination of Service for Cause, all Restricted Stock subject to this Agreement that has not vested will expire and be forfeited.
|
(i)
|
Other Termination of Service
.
If the event of the Participant’s Termination of Service for any reason other than due to death, Disability or for Cause, all shares of Restricted Stock subject to this Agreement which have not vested as of the date of Termination of Service will expire and be forfeited.
|
(ii)
|
Termination of Employment.
To the extent the Participant no longer serves as an employee but continues in Service as a non-employee director, the Participant shall forfeit a number of Restricted Stock Awards from each installment that would vest after his termination of employment (but continuation of Service as a non-employee director), equivalent to the difference between the number of Restricted Stock Awards the Participant received as an employee and the Restricted Stock Awards the Participant would have received if the Participant had been a non-employee director on the date of grant. In the event the termination of employment occurs during a vesting period, the amount forfeited would be pro-rated to take into account the period of Service during such vesting period that the employee served as an employee. The non-forfeited Restricted Stock Awards would continue to vest in accordance with the schedule set forth above in item 4 for so long as the Participant remains in the Service of the Company. For the avoidance of doubt as to the manner in which this reduction of Restricted Stock Awards would be applied, please refer to Exhibit A attached hereto.
|
11.1
|
This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.
|
11.2
|
A Restricted Stock Award is not transferable prior to the time such Award vests in the Participant.
|
11.3
|
This Restricted Stock Award will be governed by and construed in accordance with the laws of the State of New Jersey.
|
11.4
|
This Restricted Stock Award is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Company will not be obligated to issue any shares of stock hereunder if the issuance of such shares would constitute a violation of any such law, regulation or order or any provision thereof.
|
11.5
|
The Participant may request that the Company withhold a sufficient number of shares (based on the Fair Market Value on the vesting date) to satisfy the minimum required federal, state and local tax withholding, if doing so would not violate any laws, regulations, or orders of any governmental authority.
|
3.
|
Total number of shares of Company common stock, $0.01 par value per share, covered by the Restricted Stock Award:
|
4.
|
Vesting Schedule
. Except as otherwise provided in this Agreement, this Restricted Stock Award first becomes earned in accordance with the following:
|
6.
|
Terms and Conditions
.
|
7
.
|
Delivery of Shares
.
|
8.1
|
In the event of the Participant’s Involuntary Termination following a Change in Control, all Restricted Stock Awards subject to this Agreement will become fully vested.
|
8.2
|
A “
Change in Control
” will be deemed to have occurred as provided in Section 4.2 of the Plan.
|
(i)
|
Death
. In the event of the Participant’s Termination of Service by reason of the Participant’s death, all Restricted Stock subject to this Agreement will vest as to all shares subject to an outstanding Award at the date of Termination of Service.
|
(ii)
|
Disability
. In the event of the Participant’s Termination of Service by reason of Disability, all Restricted Stock subject to this Agreement will vest at the date of Termination of Service
.
|
(iii)
|
Termination for Cause
.
If the event of the Participant’s Termination of Service for Cause, all Restricted Stock subject to this Agreement that has not vested will expire and be forfeited.
|
(i)
|
Other Termination
.
If the event of the Participant’s Termination of Service for any reason other than due to death, Disability or for Cause, all shares of Restricted Stock subject to this Agreement which have not vested as of the date of Termination of Service will expire and be forfeited. For purposes of the Plan and this Agreement, “Service” means service as a non-employee Director of the Company or a Subsidiary, as the case may be, and shall include service as a director emeritus or advisory director.
|
11.1
|
This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.
|
11.2
|
A Restricted Stock Award is not transferable prior to the time such Award vests in the Participant.
|
11.3
|
This Restricted Stock Award will be governed by and construed in accordance with the laws of the State of New Jersey.
|
11.4
|
This Restricted Stock Award is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Company will not be obligated to issue any shares of
|
1)
|
I have reviewed this report on Form 10-Q of Northfield 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 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 controls 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/ John W. Alexander
|
John W. Alexander
|
Chairman and Chief Executive Officer
|
1)
|
I have reviewed this report on Form 10-Q of Northfield 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 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 controls 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/ William R. Jacobs
|
William R. Jacobs
|
Chief Financial Officer
|
(Principal Financial and Accounting Officer)
|
|
|
|
/s/ John W. Alexander
|
|
Date: August 11, 2014
|
John W. Alexander
|
|
|
Chairman and Chief Executive Officer
|
|
|
|
|
|
/s/ William R. Jacobs
|
|
Date: August 11, 2014
|
William R. Jacobs
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer)
|
|
|