|
x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Washington
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91-0186600
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(State or other jurisdiction of
incorporation or organization)
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|
(I.R.S. Employer
Identification Number)
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Title of each class
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Name of each exchange on which registered
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Common Stock, no par value
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Nasdaq Stock Market LLC
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Large accelerated filer
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¨
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Accelerated filer
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x
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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ITEM 1
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BUSINESS
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1
DUS® is a registered trademark of Fannie Mae
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4
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•
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control of another depository institution (or a holding company parent) without prior approval of the Federal Reserve (as “control” is defined under the Bank Holding Company Act);
|
•
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another depository institution (or a holding company thereof), through merger, consolidation or purchase of all or substantially all of the assets of such institution (or holding company) without prior approval from the Federal Reserve or FDIC;
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•
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more than 5.0% of the voting shares of a non-subsidiary depository institution or a holding company subject to certain exceptions; or
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•
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control of any depository institution not insured by the FDIC (except through a merger with and into the holding company's bank subsidiary that is approved by the FDIC).
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•
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“well capitalized” if it has a total risk-based capital ratio of 10.0% or more, a Tier 1 risk-based capital ratio of 8.0% or more, a common equity Tier 1 risk-based ratio of 6.5% or more, and a leverage capital ratio of 5.0% or more, and is not subject to any written agreement, order or capital directive to meet and maintain a specific capital level for any capital measure;
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•
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“adequately capitalized” if it has a total risk-based capital ratio of 8.0% or more, a Tier 1 risk-based capital ratio of 6.0% or more, a common equity Tier 1 risk-based ratio of 4.5% or more, and a leverage capital ratio of 4.0% or more;
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•
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“undercapitalized” if it has a total risk-based capital ratio less than 8.0%, a Tier 1 risk-based capital ratio less than 6.0%, a common equity risk-based ratio less than 4.5% or a leverage capital ratio less than 4.0%;
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•
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“significantly undercapitalized” if it has a total risk-based capital ratio less than 6.0%, a Tier 1 risk-based capital ratio less than 4.0%, a common equity risk-based ratio less than 3.0% or a leverage capital ratio less than 3.0%; and
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•
|
“critically undercapitalized” if it has a ratio of tangible equity to total assets that is equal to or less than 2.0%.
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•
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Net transaction accounts up to $14.5 million were exempt from reserve requirements.
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•
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A reserve of 3.0% of the aggregate is required for transaction accounts over $14.5 million up to $103.6 million.
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•
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A reserve of 10% is required for any transaction accounts over $103.6 million.
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•
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Net transaction accounts up to $15.2 million were exempt from reserve requirements.
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•
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A reserve of 3.0% of the aggregate is required for transaction accounts over $15.2 million up to $110.2 million.
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•
|
A reserve of 10% is required for any transaction accounts over $110.2 million.
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ITEM 1A
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RISK FACTORS
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•
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Loss of or damage to key customer relationships;
|
•
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Distraction of management from ordinary course operations;
|
•
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Costs incurred in the process of vetting potential acquisition candidates which we may not recoup;
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•
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Loss of key employees or significant numbers of employees;
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•
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The potential of litigation from prior employers relating to the portability of their employees;
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•
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Costs associated with opening new offices and systems expansion to accommodate our growth in employees;
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•
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Increased costs related to hiring, training and providing initial compensation to new employees, which may not be recouped if those employees do not remain with us long enough to be profitable;
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•
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Challenges in complying with legal and regulatory requirements in new jurisdictions;
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•
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Inadequacies in our computer systems, accounting policies and procedures, and management personnel (some of which may be difficult to detect until other problems become manifest);
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•
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Challenges integrating different systems, practices, and customer relationships;
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•
|
An inability to attract and retain personnel whose experience and (in certain circumstances) business relationships promote the achievement of our strategic goals; and
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•
|
Increasing volatility in our operating results as we progress through these initiatives.
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•
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Diversion of management's attention from normal daily operations of the business;
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•
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Difficulties in integrating the operations, technologies, and personnel of the acquired companies;
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•
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Difficulties in implementing, upgrading and maintaining our internal controls over financial reporting and our disclosure controls and procedures;
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•
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Inability to maintain the key business relationships and the reputations of acquired businesses;
|
•
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Entry into markets in which we have limited or no prior experience and in which competitors have stronger market positions;
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•
|
Potential responsibility for the liabilities of acquired businesses;
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•
|
Inability to maintain our internal standards, procedures and policies at the acquired companies or businesses; and
|
•
|
Potential loss of key employees of the acquired companies.
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•
|
The reduction of cash flows and capital resources, as we are required to make cash advances to meet contractual obligations to investors, process foreclosures, and maintain, repair and market foreclosed properties;
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•
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Declining mortgage servicing fee revenues because we recognize these revenues only upon collection;
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•
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Increasing loan servicing costs;
|
•
|
Declining fair value on our mortgage servicing rights; and
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•
|
Declining fair values and liquidity of securities held in our investment portfolio that are collateralized by mortgage obligations.
|
•
|
Increases in interest rates may limit our ability to make loans, decrease our net interest income and noninterest income, reduce demand for loans, increase the cost of deposits and otherwise negatively impact our financial situation;
|
•
|
Volatility in mortgage markets, which is driven by factors outside of our control such as interest rate changes, housing inventory and general economic conditions, may negatively impact our ability to originate loans and change the fair value of our existing loans and servicing rights;
|
•
|
Changes in regulations may negatively impact the Company or the Bank and may limit our ability to offer certain products or services or may increase our costs of compliance;
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•
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Increased costs from growth through acquisition could exceed the income growth anticipated from these opportunities, especially in the short term as these acquisitions are integrated into our business;
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•
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Increased costs for controls over data confidentiality, integrity, and availability due to growth or to strengthen the security profile of our computer systems and computer networks;
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•
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Changes in government-sponsored enterprises and their ability to insure or to buy our loans in the secondary market may result in significant changes in our ability to recognize income on sale of our loans to third parties;
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•
|
Competition in the mortgage market industry may drive down the interest rates we are able to offer on our mortgages, which will negatively impact our net interest income;
|
•
|
Changes in the cost structures and fees of government-sponsored enterprises to whom we sell many of these loans may compress our margins and reduce our net income and profitability; and
|
•
|
Our hedging strategies to offset risks related to interest rate changes may not prove to be successful and may result in unanticipated losses for the Company.
|
•
|
Market developments may affect consumer confidence levels and may cause adverse changes in payment patterns, resulting in increased delinquencies and default rates on loans and other credit facilities;
|
•
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The models we use to assess the creditworthiness of our customers may prove less reliable than we had anticipated in predicting future behaviors which may impair our ability to make good underwriting decisions;
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•
|
If our forecasts of economic conditions and other economic predictions are not accurate, we may face challenges in accurately estimating the ability of our borrowers to repay their loans;
|
•
|
Changes in U.S. tax policy may limit our ability to pursue growth and return profits to shareholders; and
|
•
|
Future political developments and fiscal policy decisions may create uncertainty in the marketplace.
|
•
|
Training and educating our employees and independent contractors regarding our obligations relating to confidential information;
|
•
|
Monitoring changes in state or federal privacy and compliance requirements;
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•
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Drafting and enforcing appropriate contractual provisions into any contract that raises proprietary and confidentiality issues;
|
•
|
Maintaining secure storage facilities and protocols for tangible records;
|
•
|
Physically and technologically securing access to electronic information; and
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•
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Performing vulnerability scanning and penetration testing of our computer systems and computer networks to identify potential weaknesses and to develop mitigating controls.
|
•
|
A classified board of directors so that only approximately one third of our board of directors is elected each year;
|
•
|
Elimination of cumulative voting in the election of directors;
|
•
|
Procedures for advance notification of shareholder nominations and proposals;
|
•
|
The ability of our board of directors to amend our bylaws without shareholder approval; and
|
•
|
The ability of our board of directors to issue shares of preferred stock without shareholder approval upon the terms and conditions and with the rights, privileges and preferences as the board of directors may determine.
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ITEM 1B
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UNRESOLVED STAFF COMMENTS
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ITEM 2
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PROPERTIES
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ITEM 3
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LEGAL PROCEEDINGS
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ITEM 4
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MINE SAFETY DISCLOSURES
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ITEM 5
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MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
High
|
|
Low
|
|
Special Cash Dividends Declared
|
||||||
For the Year Ended December 31, 2015
|
|
|
|
|
|
||||||
First quarter ended March 31
|
$
|
18.81
|
|
|
$
|
16.70
|
|
|
$
|
—
|
|
Second quarter ended June 30
|
24.43
|
|
|
18.24
|
|
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—
|
|
|||
Third quarter ended September 30
|
24.36
|
|
|
20.39
|
|
|
—
|
|
|||
Fourth quarter ended December 31
|
23.56
|
|
|
20.05
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
For the Year Ended December 31, 2014
|
|
|
|
|
|
||||||
First quarter ended March 31
|
$
|
20.91
|
|
|
$
|
17.02
|
|
|
$
|
0.11
|
|
Second quarter ended June 30
|
19.74
|
|
|
16.51
|
|
|
—
|
|
|||
Third quarter ended September 30
|
19.21
|
|
|
16.90
|
|
|
—
|
|
|||
Fourth quarter ended December 31
|
17.60
|
|
|
15.95
|
|
|
—
|
|
Plan Category
|
(a) Number of
Securities to be
Issued Upon
Exercise of
Outstanding
Options,
Warrants and
Rights
|
|
(b) Weighted
Average Exercise
Price of
Outstanding
Options,
Warrants, and
Rights
|
|
(c) Number of
Securities
Remaining
Available for
Future Issuance
Under Equity
Compensation
Plans (Excluding
Securities Reflected
in Column (a))
|
|
||||||
|
|
|
|
|
|
|
||||||
Plans approved by shareholders
|
697,965
|
|
(1
|
)
|
$
|
11.97
|
|
(2
|
)
|
682,058
|
|
(3)(4)
|
Plans not approved by shareholders
(5)
|
15,600
|
|
(5
|
)
|
$
|
0.97
|
|
|
N/A
|
|
|
|
Total
|
713,565
|
|
|
$
|
11.65
|
|
|
682,058
|
|
|
(1)
|
Consists of 525,317 shares subject to option grants awarded pursuant to the HomeStreet, Inc. 2010 Equity Incentive Plan (the "2010 Plan"), 63,945 shares subject to Restricted Stock Units awarded under the 2014 Plan and 108,703 shares issuable under Performance Share Units awarded under the 2014 Plan, assuming maximum performance goals are met under such awards, resulting in the issuance of the maximum number of shares allowed under those awards.
|
(2)
|
Shares issued on vesting of Restricted Stock Units and Performance Share Units under the 2014 Plan are done without payment by the participant of any additional consideration and therefore have been excluded from this calculation. The weighted average exercise price reflects only the exercise price of the options issued under the 2010 Plan that are still outstanding as of the date of this table.
|
(3)
|
Consists of shares remaining available for issuance under the 2014 Plan.
|
(4)
|
The 2010 Plan was terminated when the 2014 Plan was approved by our shareholders on May 29, 2014. While the terms of the 2010 Plan remain in effect for any awards issued under that plan that are still outstanding, new awards may not be granted under the 2010 Plan.
|
(5)
|
Consists of retention equity awards granted in 2010 outside of the 2010 Plan but subject to its terms and conditions.
|
ITEM 6
|
SELECTED FINANCIAL DATA
|
|
At or for the Year Ended December 31,
|
||||||||||||||||||
(dollars in thousands, except share data)
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Income statement data (for the period ended):
|
|
|
|
|
|
|
|
|
|
||||||||||
Net interest income
|
$
|
148,338
|
|
|
$
|
98,669
|
|
|
$
|
74,444
|
|
|
$
|
60,743
|
|
|
$
|
48,494
|
|
Provision (reversal of provision) for credit losses
|
6,100
|
|
|
(1,000
|
)
|
|
900
|
|
|
11,500
|
|
|
3,300
|
|
|||||
Noninterest income
|
281,237
|
|
|
185,657
|
|
|
190,745
|
|
|
238,020
|
|
|
97,205
|
|
|||||
Noninterest expense
|
366,568
|
|
|
252,011
|
|
|
229,495
|
|
|
183,591
|
|
|
126,494
|
|
|||||
Income before income taxes
|
56,907
|
|
|
33,315
|
|
|
34,794
|
|
|
103,672
|
|
|
15,905
|
|
|||||
Income tax expense (benefit)
|
15,588
|
|
|
11,056
|
|
|
10,985
|
|
|
21,546
|
|
|
(214
|
)
|
|||||
Net income
|
$
|
41,319
|
|
|
$
|
22,259
|
|
|
$
|
23,809
|
|
|
$
|
82,126
|
|
|
$
|
16,119
|
|
Basic income per share
(1)
|
$
|
1.98
|
|
|
$
|
1.50
|
|
|
$
|
1.65
|
|
|
$
|
6.17
|
|
|
$
|
2.98
|
|
Diluted income per share
(1)
|
$
|
1.96
|
|
|
$
|
1.49
|
|
|
$
|
1.61
|
|
|
$
|
5.98
|
|
|
$
|
2.80
|
|
Common shares outstanding
(1)
|
22,076,534
|
|
|
14,856,611
|
|
|
14,799,991
|
|
|
14,382,638
|
|
|
5,403,498
|
|
|||||
Weighted average number of shares outstanding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
(1)
|
20,818,045
|
|
|
14,800,689
|
|
|
14,412,059
|
|
|
13,312,939
|
|
|
5,403,498
|
|
|||||
Diluted
(1)
|
21,059,201
|
|
|
14,961,081
|
|
|
14,798,168
|
|
|
13,739,398
|
|
|
5,748,342
|
|
|||||
Book value per share
(1)
|
$
|
21.08
|
|
|
$
|
20.34
|
|
|
$
|
17.97
|
|
|
$
|
18.34
|
|
|
$
|
15.99
|
|
Dividends per share
|
$
|
—
|
|
|
$
|
0.11
|
|
|
$
|
0.33
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Financial position (at year end):
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
32,684
|
|
|
$
|
30,502
|
|
|
$
|
33,908
|
|
|
$
|
25,285
|
|
|
$
|
263,302
|
|
Investment securities
|
572,164
|
|
|
455,332
|
|
|
498,816
|
|
|
416,517
|
|
|
329,242
|
|
|||||
Loans held for sale
|
650,163
|
|
|
621,235
|
|
|
279,941
|
|
|
620,799
|
|
|
150,409
|
|
|||||
Loans held for investment, net
|
3,192,720
|
|
|
2,099,129
|
|
|
1,871,813
|
|
|
1,308,974
|
|
|
1,300,873
|
|
|||||
Mortgage servicing rights
|
171,255
|
|
|
123,324
|
|
|
162,463
|
|
|
95,493
|
|
|
77,281
|
|
|||||
Other real estate owned
|
7,531
|
|
|
9,448
|
|
|
12,911
|
|
|
23,941
|
|
|
38,572
|
|
|||||
Total assets
|
4,894,495
|
|
|
3,535,090
|
|
|
3,066,054
|
|
|
2,631,230
|
|
|
2,264,957
|
|
|||||
Deposits
|
3,231,953
|
|
|
2,445,430
|
|
|
2,210,821
|
|
|
1,976,835
|
|
|
2,009,755
|
|
|||||
Federal Home Loan Bank advances
|
1,018,159
|
|
|
597,590
|
|
|
446,590
|
|
|
259,090
|
|
|
57,919
|
|
|||||
Federal funds purchased and securities sold under agreements to repurchase
|
—
|
|
|
50,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total shareholders' equity
|
$
|
465,275
|
|
|
$
|
302,238
|
|
|
$
|
265,926
|
|
|
$
|
263,762
|
|
|
$
|
86,407
|
|
|
At or for the Year Ended December 31,
|
||||||||||||||||||
(dollars in thousands, except share data)
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial position (averages):
|
|
|
|
|
|
|
|
|
|
||||||||||
Investment securities
|
$
|
523,756
|
|
|
$
|
459,060
|
|
|
$
|
515,000
|
|
|
$
|
410,819
|
|
|
$
|
306,813
|
|
Loans held for investment
|
2,834,511
|
|
|
1,890,537
|
|
|
1,496,146
|
|
|
1,303,010
|
|
|
1,477,976
|
|
|||||
Total interest-earning assets
|
4,150,089
|
|
|
2,869,414
|
|
|
2,422,136
|
|
|
2,167,363
|
|
|
2,069,858
|
|
|||||
Total interest-bearing deposits
|
2,499,538
|
|
|
1,883,622
|
|
|
1,661,568
|
|
|
1,644,859
|
|
|
1,814,464
|
|
|||||
Federal Home Loan Bank advances
|
795,368
|
|
|
431,623
|
|
|
293,871
|
|
|
93,325
|
|
|
93,755
|
|
|||||
Total interest-bearing liabilities
|
3,368,160
|
|
|
2,386,537
|
|
|
2,020,613
|
|
|
1,817,847
|
|
|
1,970,725
|
|
|||||
Shareholders’ equity
|
$
|
442,105
|
|
|
$
|
289,420
|
|
|
$
|
249,081
|
|
|
$
|
211,329
|
|
|
$
|
68,537
|
|
Financial performance:
|
|
|
|
|
|
|
|
|
|
||||||||||
Return on average shareholders' equity
(2)
|
9.35
|
%
|
|
7.69
|
%
|
|
9.56
|
%
|
|
38.86
|
%
|
|
23.52
|
%
|
|||||
Return on average total assets
|
0.91
|
%
|
|
0.69
|
%
|
|
0.88
|
%
|
|
3.42
|
%
|
|
0.70
|
%
|
|||||
Net interest margin
(3)
|
3.63
|
%
|
|
3.51
|
%
|
|
3.17
|
%
|
(4)
|
2.89
|
%
|
|
2.36
|
%
|
|||||
Efficiency ratio
(5)
|
85.33
|
%
|
|
88.63
|
%
|
|
86.54
|
%
|
|
61.45
|
%
|
|
86.82
|
%
|
|||||
Asset quality:
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for credit losses
|
$
|
30,659
|
|
|
$
|
22,524
|
|
|
$
|
24,089
|
|
|
$
|
27,751
|
|
|
$
|
42,800
|
|
Allowance for loan losses/total loans
(6)
|
0.91
|
%
|
|
1.04
|
%
|
|
1.26
|
%
|
|
2.06
|
%
|
|
3.18
|
%
|
|||||
Allowance for loan losses/nonaccrual loans
|
170.54
|
%
|
|
137.51
|
%
|
|
93.00
|
%
|
|
92.20
|
%
|
|
55.81
|
%
|
|||||
Total nonaccrual loans
(7)/(8)
|
$
|
17,168
|
|
|
$
|
16,014
|
|
|
$
|
25,707
|
|
|
$
|
29,892
|
|
|
$
|
76,484
|
|
Nonaccrual loans/total loans
|
0.53
|
%
|
|
0.75
|
%
|
|
1.36
|
%
|
|
2.24
|
%
|
|
5.69
|
%
|
|||||
Other real estate owned
|
$
|
7,531
|
|
|
$
|
9,448
|
|
|
$
|
12,911
|
|
|
$
|
23,941
|
|
|
$
|
38,572
|
|
Total nonperforming assets
|
$
|
24,699
|
|
|
$
|
25,462
|
|
|
$
|
38,618
|
|
|
$
|
53,833
|
|
|
$
|
115,056
|
|
Nonperforming assets/total assets
|
0.50
|
%
|
|
0.72
|
%
|
|
1.26
|
%
|
|
2.05
|
%
|
|
5.08
|
%
|
|||||
Net (recoveries) charge-offs
|
$
|
(2,035
|
)
|
|
$
|
565
|
|
|
$
|
4,562
|
|
|
$
|
26,549
|
|
|
$
|
25,066
|
|
Regulatory capital ratios for the Bank:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basel III - Tier 1 leverage capital (to average assets)
|
9.46
|
%
|
|
NA
|
|
|
NA
|
|
|
NA
|
|
|
NA
|
|
|||||
Basel III - Tier 1 common equity risk-based capital (to risk-weighted assets)
|
13.04
|
%
|
|
NA
|
|
|
NA
|
|
|
NA
|
|
|
NA
|
|
|||||
Basel III - Tier 1 risk-based capital (to risk-weighted assets)
|
13.04
|
%
|
|
NA
|
|
|
NA
|
|
|
NA
|
|
|
NA
|
|
|||||
Basel III - Total risk-based capital (to risk-weighted assets)
|
13.92
|
%
|
|
NA
|
|
|
NA
|
|
|
NA
|
|
|
NA
|
|
|||||
Basel I - Tier 1 leverage capital (to average assets)
|
NA
|
|
|
9.38
|
%
|
|
9.96
|
%
|
|
11.78
|
%
|
|
6.04
|
%
|
|||||
Basel I - Tier 1 risk-based capital (to risk-weighted assets)
|
NA
|
|
|
13.10
|
%
|
|
14.12
|
%
|
|
18.05
|
%
|
|
9.88
|
%
|
|||||
Basel I - Total risk-based capital (to risk-weighted assets)
|
NA
|
|
|
14.03
|
%
|
|
15.28
|
%
|
|
19.31
|
%
|
|
11.15
|
%
|
|||||
Regulatory capital ratios for the Company:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basel III - Tier 1 leverage capital (to average assets)
|
9.95
|
%
|
|
NA
|
|
|
NA
|
|
|
NA
|
|
|
NA
|
|
|||||
Basel III - Tier 1 common equity risk-based capital (to risk-weighted assets)
|
10.52
|
%
|
|
NA
|
|
|
NA
|
|
|
NA
|
|
|
NA
|
|
|||||
Basel III - Tier 1 risk-based capital (to risk-weighted assets)
|
11.94
|
%
|
|
NA
|
|
|
NA
|
|
|
NA
|
|
|
NA
|
|
|||||
Basel III - Total risk-based capital (to risk-weighted assets)
|
12.70
|
%
|
|
NA
|
|
|
NA
|
|
|
NA
|
|
|
NA
|
|
|
|
At or for the Year Ended December 31,
|
||||||||||||||||||
(in thousands)
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
SUPPLEMENTAL DATA:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans serviced for others
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Single family
|
|
$
|
15,347,811
|
|
|
$
|
11,216,208
|
|
|
$
|
11,795,621
|
|
|
$
|
8,870,688
|
|
|
$
|
6,885,285
|
|
Multifamily
|
|
924,367
|
|
|
752,640
|
|
|
720,429
|
|
|
727,118
|
|
|
758,535
|
|
|||||
Other
|
|
79,513
|
|
|
82,354
|
|
|
95,673
|
|
|
53,235
|
|
|
56,785
|
|
|||||
Total loans serviced for others
|
|
$
|
16,351,691
|
|
|
$
|
12,051,202
|
|
|
$
|
12,611,723
|
|
|
$
|
9,651,041
|
|
|
$
|
7,700,605
|
|
Loan origination activity
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Single family
|
|
$
|
7,440,612
|
|
|
$
|
4,697,767
|
|
|
$
|
4,852,879
|
|
|
$
|
4,901,073
|
|
|
$
|
1,721,264
|
|
Other
|
|
1,540,455
|
|
|
967,500
|
|
|
603,271
|
|
|
255,435
|
|
|
150,401
|
|
|||||
Total loan origination activity
|
|
$
|
8,981,067
|
|
|
$
|
5,665,267
|
|
|
$
|
5,456,150
|
|
|
$
|
5,156,508
|
|
|
$
|
1,871,665
|
|
(1)
|
Share and per share data shown after giving effect to the 2-for-1 forward stock splits effective March 6, 2012 and November 5, 2012 , as well as the 1-for-2.5 reverse stock split effective July 19, 2011.
|
(2)
|
Net earnings available to common shareholders divided by average shareholders’ equity.
|
(3)
|
Net interest income divided by total average interest-earning assets on a tax equivalent basis.
|
(4)
|
Net interest margin for the year ended December 31, 2013 included $1.4 million in interest expense related to the correction of the cumulative effect of an error in prior years, resulting from the under accrual of interest due on the trust preferred securities for which the Company had deferred the payment of interest. Excluding the impact of the prior period interest expense correction, the net interest margin was 3.23% for the year ended December 31, 2013.
|
(5)
|
Noninterest expense divided by total revenue (net interest income and noninterest income).
|
(6)
|
Includes loans acquired with bank acquisitions during 2015 and 2014. Excluding acquired loans, allowance for loan losses /total loans was
1.12%
,
1.10%
and 1.40% at
December 31, 2015
,
2014
and 2013, respectively.
|
(7)
|
Generally, loans are placed on nonaccrual status when they are 90 or more days past due, unless payment is insured by the FHA or guaranteed by the VA.
|
(8)
|
Includes
$1.2 million
and
$4.4 million
of nonperforming loans at
December 31, 2015
and
2014
, respectively, which are guaranteed by the Small Business Administration ("SBA").
|
ITEM 7
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
At or for the Year Ended December 31,
|
|
||||||||||
(in thousands, except per share data and ratios)
|
|
2015
|
|
2014
|
|
2013
|
|
||||||
|
|
|
|
|
|
|
|
||||||
Selected statement of operations data
|
|
|
|
|
|
|
|
||||||
Total net revenue
(1)
|
|
$
|
429,575
|
|
|
$
|
284,326
|
|
|
$
|
265,189
|
|
|
Total noninterest expense
|
|
366,568
|
|
|
252,011
|
|
|
229,495
|
|
|
|||
Provision (reversal of provision) for credit losses
|
|
6,100
|
|
|
(1,000
|
)
|
|
900
|
|
|
|||
Income tax expense
|
|
15,588
|
|
|
11,056
|
|
|
10,985
|
|
|
|||
Net income
|
|
$
|
41,319
|
|
|
$
|
22,259
|
|
|
$
|
23,809
|
|
|
|
|
|
|
|
|
|
|
||||||
Financial performance
|
|
|
|
|
|
|
|
||||||
Diluted income per share
|
|
$
|
1.96
|
|
|
$
|
1.49
|
|
|
$
|
1.61
|
|
|
Return on average common shareholders’ equity
|
|
9.35
|
%
|
|
7.69
|
%
|
|
9.56
|
%
|
|
|||
Return on average assets
|
|
0.91
|
%
|
|
0.69
|
%
|
|
0.88
|
%
|
|
|||
Net interest margin
|
|
3.63
|
%
|
|
3.51
|
%
|
|
3.17
|
%
|
(2)
|
(1)
|
Total net revenue is net interest income and noninterest income.
|
(2)
|
Net interest margin for the year ended December 31, 2013 included $1.4 million in interest expense related to the correction of the cumulative effect of an error in prior years, resulting from the under accrual of interest due on the trust preferred securities for which the Company had deferred the payment of interest. Excluding the impact of the prior period interest expense correction, the net interest margin was 3.23% for the year ended December 31, 2013.
|
•
|
lending policies and procedures;
|
•
|
international, national, regional and local economic business conditions and developments that affect the collectability of the portfolio, including the condition of various markets;
|
•
|
the nature of the loan portfolio, including the terms of the loans;
|
•
|
the experience, ability and depth of the lending management and other relevant staff;
|
•
|
the volume and severity of past due and adversely classified or graded loans and the volume of nonaccrual loans;
|
•
|
the quality of our loan review and process;
|
•
|
the value of underlying collateral for collateral-dependent loans;
|
•
|
the existence and effect of any concentrations of credit and changes in the level of such concentrations; and
|
•
|
the effect of external factors such as competition and legal and regulatory requirements on the level of estimated credit losses in the existing portfolio.
|
•
|
Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the measurement date. An active market for the asset or liability is a market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis.
|
•
|
Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. This includes quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability for substantially the full term of the financial instrument.
|
•
|
Level 3 – Unobservable inputs for the asset or liability. These inputs reflect the Company’s assumptions of what market participants would use in pricing the asset or liability.
|
|
Year Ended December 31,
|
|||||||||||||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||||||||||||||
(in thousands)
|
Average
Balance
|
|
Interest
|
|
Average
Yield/Cost
|
|
Average
Balance
|
|
Interest
|
|
Average
Yield/Cost
|
|
Average
Balance |
|
Interest
|
|
Average
Yield/Cost |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest-earning assets:
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Cash and cash equivalents
|
$
|
36,134
|
|
|
$
|
67
|
|
|
0.18
|
%
|
|
$
|
31,137
|
|
|
$
|
58
|
|
|
0.18
|
%
|
|
$
|
29,861
|
|
|
$
|
73
|
|
|
0.24
|
%
|
Investment securities
|
523,756
|
|
|
14,270
|
|
|
2.72
|
%
|
|
459,060
|
|
|
12,945
|
|
|
2.82
|
|
|
515,000
|
|
|
14,608
|
|
|
2.84
|
|
||||||
Loans held for sale
|
755,688
|
|
|
29,165
|
|
|
3.86
|
%
|
|
488,680
|
|
|
18,569
|
|
|
3.80
|
|
|
381,129
|
|
|
14,180
|
|
|
3.72
|
|
||||||
Loans held for investment
|
2,834,511
|
|
|
123,680
|
|
|
4.36
|
%
|
|
1,890,537
|
|
|
81,659
|
|
|
4.32
|
|
|
1,496,146
|
|
|
62,384
|
|
|
4.17
|
|
||||||
Total interest-earning assets
|
4,150,089
|
|
|
167,182
|
|
|
4.03
|
%
|
|
2,869,414
|
|
|
113,231
|
|
|
3.95
|
|
|
2,422,136
|
|
|
91,245
|
|
|
3.77
|
|
||||||
Noninterest-earning assets
(2)
|
410,404
|
|
|
|
|
|
|
335,037
|
|
|
|
|
|
|
296,078
|
|
|
|
|
|
||||||||||||
Total assets
|
$
|
4,560,493
|
|
|
|
|
|
|
$
|
3,204,451
|
|
|
|
|
|
|
$
|
2,718,214
|
|
|
|
|
|
|||||||||
Liabilities and shareholders’ equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest-bearing demand accounts
|
$
|
317,510
|
|
|
1,492
|
|
|
0.46
|
%
|
|
$
|
270,634
|
|
|
$
|
939
|
|
|
0.35
|
%
|
|
$
|
238,552
|
|
|
$
|
925
|
|
|
0.38
|
%
|
|
Savings accounts
|
284,309
|
|
|
1,053
|
|
|
0.38
|
%
|
|
173,678
|
|
|
937
|
|
|
0.54
|
|
|
122,602
|
|
|
545
|
|
|
0.44
|
|
||||||
Money market accounts
|
1,122,321
|
|
|
4,930
|
|
|
0.44
|
%
|
|
980,045
|
|
|
4,361
|
|
|
0.45
|
|
|
810,666
|
|
|
3,899
|
|
|
0.48
|
|
||||||
Certificate accounts
|
775,398
|
|
|
4,501
|
|
|
0.58
|
%
|
|
459,265
|
|
|
3,244
|
|
|
0.71
|
|
|
489,852
|
|
|
5,073
|
|
|
1.04
|
|
||||||
Total interest-bearing deposits
|
2,499,538
|
|
|
11,976
|
|
|
0.48
|
%
|
|
1,883,622
|
|
|
9,481
|
|
|
0.50
|
|
|
1,661,672
|
|
|
10,442
|
|
|
0.63
|
|
||||||
Federal Home Loan Bank advances
|
795,368
|
|
|
3,669
|
|
|
0.46
|
%
|
|
431,623
|
|
|
1,990
|
|
|
0.46
|
|
|
293,871
|
|
|
1,532
|
|
|
0.52
|
|
||||||
Federal funds purchased and securities sold under agreements to repurchase
|
11,397
|
|
|
29
|
|
|
0.31
|
%
|
|
8,977
|
|
|
22
|
|
|
0.25
|
|
|
2,721
|
|
|
11
|
|
|
0.40
|
|
||||||
Long-term debt
|
61,857
|
|
|
1,104
|
|
|
1.78
|
%
|
|
62,315
|
|
|
1,121
|
|
|
1.80
|
|
|
62,349
|
|
|
2,546
|
|
(3)
|
4.03
|
|
||||||
Total interest-bearing liabilities
|
3,368,160
|
|
|
16,778
|
|
|
0.50
|
%
|
|
2,386,537
|
|
|
12,614
|
|
|
0.53
|
|
|
2,020,613
|
|
|
14,531
|
|
|
|
|||||||
Noninterest-bearing liabilities
|
750,228
|
|
|
|
|
|
|
528,494
|
|
|
|
|
|
|
448,520
|
|
|
|
|
|
||||||||||||
Total liabilities
|
4,118,388
|
|
|
|
|
|
|
2,915,031
|
|
|
|
|
|
|
2,469,133
|
|
|
|
|
|
||||||||||||
Shareholders’ equity
|
442,105
|
|
|
|
|
|
|
289,420
|
|
|
|
|
|
|
249,081
|
|
|
|
|
|
||||||||||||
Total liabilities and shareholders’ equity
|
$
|
4,560,493
|
|
|
|
|
|
|
$
|
3,204,451
|
|
|
|
|
|
|
$
|
2,718,214
|
|
|
|
|
|
|||||||||
Net interest income
(4)
|
|
|
$
|
150,404
|
|
|
|
|
|
|
$
|
100,617
|
|
|
|
|
|
|
$
|
76,714
|
|
|
|
|||||||||
Net interest spread
|
|
|
|
|
3.53
|
%
|
|
|
|
|
|
3.42
|
%
|
|
|
|
|
|
3.05
|
%
|
||||||||||||
Impact of noninterest-bearing sources
|
|
|
|
|
0.10
|
%
|
|
|
|
|
|
0.09
|
%
|
|
|
|
|
|
0.12
|
%
|
||||||||||||
Net interest margin
|
|
|
|
|
3.63
|
%
|
|
|
|
|
|
3.51
|
%
|
|
|
|
|
|
3.17
|
%
|
(1)
|
The average balances of nonaccrual assets and related income, if any, are included in their respective categories.
|
(2)
|
Includes former loan balances that have been foreclosed and are now reclassified to OREO.
|
(3)
|
Interest expense for the year ended December 31, 2013 included $1.4 million recorded in the first quarter of 2013 related to the correction of the cumulative effect of an error in prior years, resulting from the under accrual of interest due on our Trust Preferred Securities for which the Company had deferred payment of interest. Excluding the impact of the prior period interest expense correction, the net interest margin was
3.23%
.
|
(4)
|
Includes taxable-equivalent adjustments primarily related to tax-exempt income on certain loans and securities of
$2.1 million
,
$1.9 million
and
$2.3 million
for the years ended
December 31, 2015
,
2014
and
2013
, respectively. The estimated federal statutory tax rate was
35%
for the periods presented.
|
|
Year Ended December 31,
|
||||||||||||||||||||||
|
2015 vs. 2014
|
|
2014 vs. 2013
|
||||||||||||||||||||
|
Increase (Decrease)
Due to
|
|
Total Change
|
|
Increase (Decrease)
Due to |
|
Total Change
|
||||||||||||||||
(in thousands)
|
Rate
|
|
Volume
|
|
|
Rate
|
|
Volume
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest-earning assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
9
|
|
|
$
|
9
|
|
|
$
|
(19
|
)
|
|
$
|
3
|
|
|
$
|
(16
|
)
|
Investment securities
|
(499
|
)
|
|
1,824
|
|
|
1,325
|
|
|
(75
|
)
|
|
(1,588
|
)
|
|
(1,663
|
)
|
||||||
Loans held for sale
|
451
|
|
|
10,146
|
|
|
10,597
|
|
|
388
|
|
|
4,002
|
|
|
4,390
|
|
||||||
Loans held for investment
|
1,247
|
|
|
40,774
|
|
|
42,021
|
|
|
2,829
|
|
|
16,446
|
|
|
19,275
|
|
||||||
Total interest-earning assets
|
1,199
|
|
|
52,753
|
|
|
53,952
|
|
|
3,123
|
|
|
18,863
|
|
|
21,986
|
|
||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Deposits
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest-bearing demand accounts
|
391
|
|
|
163
|
|
|
554
|
|
|
(112
|
)
|
|
125
|
|
|
13
|
|
||||||
Savings accounts
|
(481
|
)
|
|
597
|
|
|
116
|
|
|
165
|
|
|
227
|
|
|
392
|
|
||||||
Money market accounts
|
(64
|
)
|
|
633
|
|
|
569
|
|
|
(352
|
)
|
|
815
|
|
|
463
|
|
||||||
Certificate accounts
|
(942
|
)
|
|
2,199
|
|
|
1,257
|
|
|
(1,573
|
)
|
|
(314
|
)
|
|
(1,887
|
)
|
||||||
Total interest-bearing deposits
|
(1,096
|
)
|
|
3,592
|
|
|
2,496
|
|
|
(1,872
|
)
|
|
853
|
|
|
(1,019
|
)
|
||||||
Federal Home Loan Bank advances
|
2
|
|
|
1,677
|
|
|
1,679
|
|
|
(260
|
)
|
|
718
|
|
|
458
|
|
||||||
Securities sold under agreements to repurchase
|
1
|
|
|
6
|
|
|
7
|
|
|
(14
|
)
|
|
25
|
|
|
11
|
|
||||||
Long-term debt
|
(9
|
)
|
|
(8
|
)
|
|
(17
|
)
|
|
(1,424
|
)
|
|
(1
|
)
|
|
(1,425
|
)
|
||||||
Total interest-bearing liabilities
|
(1,102
|
)
|
|
5,267
|
|
|
4,165
|
|
|
(3,570
|
)
|
|
1,595
|
|
|
(1,975
|
)
|
||||||
Total changes in net interest income
|
$
|
2,301
|
|
|
$
|
47,486
|
|
|
$
|
49,787
|
|
|
$
|
6,693
|
|
|
$
|
17,268
|
|
|
$
|
23,961
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||||
(in thousands)
|
2015
|
|
Dollar
Change |
|
Percent
Change |
|
2014
|
|
Dollar
Change |
|
Percent
Change |
|
2013
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Noninterest income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net gain on mortgage loan origination and sale activities
(1)
|
$
|
236,388
|
|
|
$
|
92,266
|
|
|
64
|
%
|
|
$
|
144,122
|
|
(2)
|
$
|
(20,590
|
)
|
|
(13
|
)%
|
|
$
|
164,712
|
|
Mortgage servicing income
|
24,431
|
|
|
(9,661
|
)
|
|
(28
|
)
|
|
34,092
|
|
(3)
|
17,019
|
|
|
100
|
|
|
17,073
|
|
|||||
Income from WMS Series LLC
|
1,624
|
|
|
1,523
|
|
|
NM
|
|
|
101
|
|
|
(603
|
)
|
|
(86
|
)
|
|
704
|
|
|||||
Loss on debt extinguishment
|
—
|
|
|
573
|
|
|
NM
|
|
|
(573
|
)
|
|
(573
|
)
|
|
NM
|
|
|
—
|
|
|||||
Depositor and other retail banking fees
|
5,881
|
|
|
2,309
|
|
|
65
|
|
|
3,572
|
|
|
400
|
|
|
13
|
|
|
3,172
|
|
|||||
Insurance agency commissions
|
1,682
|
|
|
529
|
|
|
46
|
|
|
1,153
|
|
|
289
|
|
|
33
|
|
|
864
|
|
|||||
Gain on sale of investment securities available for sale
|
2,406
|
|
|
48
|
|
|
2
|
|
|
2,358
|
|
|
586
|
|
|
33
|
|
|
1,772
|
|
|||||
Bargain purchase gain
|
7,726
|
|
|
7,726
|
|
|
NM
|
|
|
—
|
|
|
—
|
|
|
NM
|
|
|
—
|
|
|||||
Other
|
1,099
|
|
|
267
|
|
|
32
|
|
|
832
|
|
|
(1,616
|
)
|
|
(66
|
)
|
|
2,448
|
|
|||||
Total noninterest income
|
$
|
281,237
|
|
|
$
|
95,580
|
|
|
51
|
%
|
|
$
|
185,657
|
|
|
$
|
(5,088
|
)
|
|
(3
|
)%
|
|
$
|
190,745
|
|
NM = not meaningful
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Single family and multifamily mortgage banking activities.
|
(2)
|
Includes
$4.6 million
in pre-tax gain resulting from the sale of loans that were originally held for investment.
|
(3)
|
Includes pre-tax income of
$4.7 million
, net of transaction costs, resulting from the sale of single family MSRs during 2014.
|
|
Year Ended December 31,
|
||||||||||||||||||||||||
(in thousands)
|
2015
|
|
Dollar
Change |
|
Percent
Change |
|
2014
|
|
Dollar
Change |
|
Percent
Change |
|
2013
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family held for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Servicing value and secondary market gains
(1)
|
$
|
205,513
|
|
|
$
|
96,450
|
|
|
88
|
%
|
|
$
|
109,063
|
|
|
$
|
(19,328
|
)
|
|
(15
|
)%
|
|
$
|
128,391
|
|
Loan origination and funding fees
|
22,221
|
|
|
(3,351
|
)
|
|
(13
|
)
|
|
25,572
|
|
|
(4,479
|
)
|
|
(15
|
)
|
|
30,051
|
|
|||||
Total single family held for sale
|
227,734
|
|
|
93,099
|
|
|
69
|
|
|
134,635
|
|
|
(23,807
|
)
|
|
(15
|
)
|
|
158,442
|
|
|||||
Multifamily
|
7,125
|
|
|
2,402
|
|
|
51
|
|
|
4,723
|
|
|
(583
|
)
|
|
(11
|
)
|
|
5,306
|
|
|||||
Other
|
1,529
|
|
|
(3,235
|
)
|
|
(68
|
)
|
|
4,764
|
|
(2)
|
3,800
|
|
|
394
|
|
|
964
|
|
|||||
Net gain on mortgage loan origination and sale activities
|
$
|
236,388
|
|
|
$
|
92,266
|
|
|
64
|
%
|
|
$
|
144,122
|
|
|
$
|
(20,590
|
)
|
|
(13
|
)%
|
|
$
|
164,712
|
|
NM = not meaningful
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Comprised of gains and losses on interest rate lock commitments (which considers the value of servicing), single family loans held for sale, forward sale commitments used to economically hedge secondary market activities, and changes in the Company's repurchase liability for loans that have been sold.
|
(2)
|
Includes
$4.6 million
in pre-tax gain resulting from the sale of loans that were originally held for investment.
|
|
For The Years Ended December 31,
|
||||||||||||||||||||||||
(in thousands)
|
2015
|
|
Dollar
Change |
|
Percent
Change |
|
2014
|
|
Dollar
Change |
|
Percent
Change |
|
2013
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family mortgage closed loan volume
(1)
|
$
|
7,212,435
|
|
|
$
|
2,811,818
|
|
|
64
|
%
|
|
$
|
4,400,617
|
|
|
$
|
(59,032
|
)
|
|
(1
|
)%
|
|
$
|
4,459,649
|
|
Single family mortgage interest rate lock commitments
(1)
|
$
|
6,931,108
|
|
|
$
|
2,586,860
|
|
|
60
|
%
|
|
$
|
4,344,248
|
|
|
$
|
436,974
|
|
|
11
|
%
|
|
$
|
3,907,274
|
|
(1)
|
Includes loans originated by WMS Series LLC and purchased by HomeStreet Bank.
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
||||||
Effect of changes to the mortgage repurchase liability recorded in net gain on mortgage loan origination and sale activities:
|
|
|
|
|
|
||||||
New loan sales
(1)
|
$
|
(2,764
|
)
|
|
(1,570
|
)
|
|
$
|
(1,828
|
)
|
|
Other changes in estimated repurchase losses
(2)
|
—
|
|
|
140
|
|
|
—
|
|
|||
|
$
|
(2,764
|
)
|
|
$
|
(1,430
|
)
|
|
$
|
(1,828
|
)
|
(1)
|
Represents the estimated fair value of the repurchase or indemnity obligation recognized as a reduction of proceeds on new loan sales.
|
(2)
|
Represents changes in estimated probable future repurchase losses on previously sold loans.
|
|
Year Ended December 31,
|
||||||||||||||||||||||||
(in thousands)
|
2015
|
|
Dollar
Change |
|
Percent
Change |
|
2014
|
|
Dollar
Change |
|
Percent
Change |
|
2013
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Servicing income, net:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Servicing fees and other
|
$
|
42,197
|
|
|
$
|
4,379
|
|
|
12
|
%
|
|
$
|
37,818
|
|
|
$
|
3,645
|
|
|
11
|
%
|
|
$
|
34,173
|
|
Changes in fair value of MSRs due to modeled amortization
(1)
|
(34,038
|
)
|
|
(7,926
|
)
|
|
30
|
|
|
(26,112
|
)
|
|
(1,791
|
)
|
|
7
|
|
|
(24,321
|
)
|
|||||
Amortization of multifamily MSRs
|
(1,992
|
)
|
|
(280
|
)
|
|
16
|
|
|
(1,712
|
)
|
|
91
|
|
|
(5
|
)
|
|
(1,803
|
)
|
|||||
|
6,167
|
|
|
(3,827
|
)
|
|
(38
|
)
|
|
9,994
|
|
|
1,945
|
|
|
24
|
|
|
8,049
|
|
|||||
Risk management:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Changes in fair value of MSRs due to changes in model inputs and/or assumptions
(2)
|
6,555
|
|
|
22,184
|
|
|
(142
|
)
|
|
(15,629
|
)
|
(3)
|
(45,085
|
)
|
|
(153
|
)
|
|
29,456
|
|
|||||
Net gain (loss) from derivatives economically hedging MSRs
|
11,709
|
|
|
(28,018
|
)
|
|
(71
|
)
|
|
39,727
|
|
|
60,159
|
|
|
(294
|
)
|
|
(20,432
|
)
|
|||||
|
18,264
|
|
|
(5,834
|
)
|
|
(24
|
)
|
|
24,098
|
|
|
15,074
|
|
|
167
|
|
|
9,024
|
|
|||||
Mortgage servicing income
|
$
|
24,431
|
|
|
$
|
(9,661
|
)
|
|
(28
|
)%
|
|
$
|
34,092
|
|
|
$
|
17,019
|
|
|
100
|
%
|
|
$
|
17,073
|
|
NM = not meaningful
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Represents changes due to collection/realization of expected cash flows and curtailments.
|
(2)
|
Principally reflects changes in model assumptions, including prepayment speed assumptions, which are primarily affected by changes in mortgage interest rates.
|
(3)
|
Includes pre-tax income of
$4.7 million
, net of brokerage fees and prepayment reserves, resulting from the sale of single family MSRs during 2014.
|
|
Year Ended December 31,
|
||||||||||||||||||||||||
(in thousands)
|
2015
|
|
Dollar
Change |
|
Percent
Change |
|
2014
|
|
Dollar
Change |
|
Percent
Change |
|
2013
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fees:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Monthly maintenance and deposit-related fees
|
$
|
2,657
|
|
|
$
|
1,025
|
|
|
63
|
%
|
|
$
|
1,632
|
|
|
$
|
64
|
|
|
4
|
%
|
|
$
|
1,568
|
|
Debit Card/ATM fees
|
3,145
|
|
|
1,247
|
|
|
66
|
|
|
1,898
|
|
|
375
|
|
|
25
|
|
|
1,523
|
|
|||||
Other fees
|
79
|
|
|
37
|
|
|
88
|
|
|
42
|
|
|
(39
|
)
|
|
(48
|
)
|
|
81
|
|
|||||
Total depositor and other retail banking fees
|
$
|
5,881
|
|
|
$
|
2,309
|
|
|
65
|
%
|
|
$
|
3,572
|
|
|
$
|
400
|
|
|
13
|
%
|
|
$
|
3,172
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||||
(in thousands)
|
2015
|
|
Dollar
Change |
|
Percent
Change |
|
2014
|
|
Dollar
Change |
|
Percent
Change |
|
2013
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Noninterest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Salaries and related costs
|
$
|
240,587
|
|
|
$
|
77,200
|
|
|
47
|
%
|
|
$
|
163,387
|
|
|
$
|
13,947
|
|
|
9
|
%
|
|
$
|
149,440
|
|
General and administrative
|
58,745
|
|
|
15,912
|
|
|
37
|
|
|
42,833
|
|
|
2,467
|
|
|
6
|
|
|
40,366
|
|
|||||
Legal
|
2,807
|
|
|
736
|
|
|
36
|
|
|
2,071
|
|
|
(481
|
)
|
|
(19
|
)
|
|
2,552
|
|
|||||
Consulting
|
7,215
|
|
|
3,991
|
|
|
124
|
|
|
3,224
|
|
|
(2,413
|
)
|
|
(43
|
)
|
|
5,637
|
|
|||||
Federal Deposit Insurance Corporation assessments
|
2,573
|
|
|
257
|
|
|
11
|
|
|
2,316
|
|
|
883
|
|
|
62
|
|
|
1,433
|
|
|||||
Occupancy
|
24,927
|
|
|
6,329
|
|
|
34
|
|
|
18,598
|
|
|
4,833
|
|
|
35
|
|
|
13,765
|
|
|||||
Information services
|
29,054
|
|
|
9,002
|
|
|
45
|
|
|
20,052
|
|
|
5,561
|
|
|
38
|
|
|
14,491
|
|
|||||
Net cost of operation and sale of other real estate owned
|
660
|
|
|
1,130
|
|
|
(240
|
)
|
|
(470
|
)
|
|
(2,281
|
)
|
|
(126
|
)
|
|
1,811
|
|
|||||
Total noninterest expense
|
$
|
366,568
|
|
|
$
|
114,557
|
|
|
45
|
%
|
|
$
|
252,011
|
|
|
$
|
22,516
|
|
|
10
|
%
|
|
$
|
229,495
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
||||||
Noninterest expense
|
|
|
|
|
|
||||||
Salaries and related costs
|
$
|
7,672
|
|
|
$
|
482
|
|
|
$
|
864
|
|
General and administrative
|
1,463
|
|
|
606
|
|
|
222
|
|
|||
Legal
|
830
|
|
|
493
|
|
|
407
|
|
|||
Consulting
|
5,703
|
|
|
1,179
|
|
|
3,000
|
|
|||
Occupancy
|
382
|
|
|
15
|
|
|
2
|
|
|||
Information services
|
514
|
|
|
281
|
|
|
54
|
|
|||
Total noninterest expense
|
$
|
16,564
|
|
|
$
|
3,056
|
|
|
$
|
4,549
|
|
|
At December 31,
|
||||||||||||||
|
2015
|
|
2014
|
||||||||||||
|
Amortized
Cost
|
|
Fair Value
|
|
Amortized
Cost
|
|
Fair Value
|
||||||||
(in thousands)
|
|||||||||||||||
|
|
|
|
|
|
|
|
||||||||
Investment securities available for sale:
|
|
|
|
|
|
|
|
||||||||
Mortgage-backed securities:
|
|
|
|
|
|
|
|
||||||||
Residential
|
$
|
69,342
|
|
|
$
|
68,101
|
|
|
$
|
107,624
|
|
|
$
|
107,280
|
|
Commercial
|
18,142
|
|
|
17,851
|
|
|
13,030
|
|
|
13,671
|
|
||||
Municipal bonds
|
168,722
|
|
|
171,869
|
|
|
119,744
|
|
|
122,334
|
|
||||
Collateralized mortgage obligations:
|
|
|
|
|
|
|
|
||||||||
Residential
|
86,167
|
|
|
84,497
|
|
|
44,254
|
|
|
43,166
|
|
||||
Commercial
|
80,190
|
|
|
79,133
|
|
|
20,775
|
|
|
20,486
|
|
||||
Corporate debt securities
|
81,280
|
|
|
78,736
|
|
|
80,214
|
|
|
79,400
|
|
||||
U.S. Treasury securities
|
41,047
|
|
|
40,964
|
|
|
40,976
|
|
|
40,989
|
|
||||
Total investment securities available for sale
|
$
|
544,890
|
|
|
$
|
541,151
|
|
|
$
|
426,617
|
|
|
$
|
427,326
|
|
|
At December 31,
|
|||||||||||||||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||||||||||||
(in thousands)
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Consumer loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Single family
|
$
|
1,203,180
|
|
|
37.3
|
%
|
|
$
|
896,665
|
|
|
42.2
|
%
|
|
$
|
904,913
|
|
|
47.7
|
%
|
|
$
|
673,865
|
|
|
50.3
|
%
|
|
$
|
496,934
|
|
|
36.9
|
%
|
Home equity and other
|
256,373
|
|
|
8.0
|
|
|
135,598
|
|
|
6.4
|
|
|
135,650
|
|
|
7.1
|
|
|
136,746
|
|
|
10.2
|
|
|
158,936
|
|
|
11.8
|
|
|||||
|
1,459,553
|
|
|
45.3
|
|
|
1,032,263
|
|
|
48.6
|
|
|
1,040,563
|
|
|
54.8
|
|
|
810,611
|
|
|
60.5
|
|
|
655,870
|
|
|
48.7
|
|
|||||
Commercial loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Commercial real estate
(1)
|
600,703
|
|
|
18.6
|
|
|
523,464
|
|
|
24.6
|
|
|
477,642
|
|
|
25.1
|
|
|
361,879
|
|
|
27.0
|
|
|
402,139
|
|
|
29.8
|
|
|||||
Multifamily
|
426,557
|
|
|
13.2
|
|
|
55,088
|
|
|
2.6
|
|
|
79,216
|
|
|
4.2
|
|
|
17,012
|
|
|
1.3
|
|
|
56,379
|
|
|
4.2
|
|
|||||
Construction/ land development
|
583,160
|
|
|
18.1
|
|
|
367,934
|
|
|
17.3
|
|
|
130,465
|
|
|
6.9
|
|
|
71,033
|
|
|
5.3
|
|
|
173,405
|
|
|
12.9
|
|
|||||
Commercial business
|
154,262
|
|
|
4.8
|
|
|
147,449
|
|
|
6.9
|
|
|
171,054
|
|
|
9.0
|
|
|
79,576
|
|
|
5.9
|
|
|
59,831
|
|
|
4.4
|
|
|||||
|
1,764,682
|
|
|
54.7
|
|
|
1,093,935
|
|
|
51.4
|
|
|
858,377
|
|
|
45.2
|
|
|
529,500
|
|
|
39.5
|
|
|
691,754
|
|
|
51.3
|
|
|||||
|
3,224,235
|
|
|
100.0
|
%
|
|
2,126,198
|
|
|
100.0
|
%
|
|
1,898,940
|
|
|
100.0
|
%
|
|
1,340,111
|
|
|
100.0
|
%
|
|
1,347,624
|
|
|
100.0
|
%
|
|||||
Net deferred loan fees and costs
|
(2,237
|
)
|
|
|
|
(5,048
|
)
|
|
|
|
(3,219
|
)
|
|
|
|
(3,576
|
)
|
|
|
|
(4,062
|
)
|
|
|
||||||||||
|
3,221,998
|
|
|
|
|
2,121,150
|
|
|
|
|
1,895,721
|
|
|
|
|
1,336,535
|
|
|
|
|
1,343,562
|
|
|
|
||||||||||
Allowance for loan losses
|
(29,278
|
)
|
|
|
|
(22,021
|
)
|
|
|
|
(23,908
|
)
|
|
|
|
(27,561
|
)
|
|
|
|
(42,689
|
)
|
|
|
||||||||||
|
$
|
3,192,720
|
|
|
|
|
$
|
2,099,129
|
|
|
|
|
$
|
1,871,813
|
|
|
|
|
$
|
1,308,974
|
|
|
|
|
$
|
1,300,873
|
|
|
|
(1)
|
December 31, 2015, 2014 and 2013 balances comprised of
$154.9 million
,
$143.8 million
and $156.7 million of owner-occupied loans, respectively, and
$445.8 million
,
$379.6 million
and
$320.9 million of non-owner-occupied loans, respectively.
|
|
At December 31,
|
||||||||||||
|
2015
|
|
2014
|
||||||||||
(in thousands)
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
||||||
|
|
|
|
|
|
|
|
||||||
Adjustable-rate loans:
|
|
|
|
|
|
|
|
||||||
Single family
|
$
|
686,927
|
|
|
21.3
|
%
|
|
$
|
576,295
|
|
|
27.1
|
%
|
Commercial
|
450,424
|
|
|
14.0
|
|
|
345,307
|
|
|
16.2
|
|
||
Multifamily
|
417,217
|
|
|
12.9
|
|
|
45,957
|
|
|
2.2
|
|
||
Construction/land development, net
(1)
|
334,235
|
|
|
10.4
|
|
|
226,635
|
|
|
10.7
|
|
||
Commercial business
|
87,970
|
|
|
2.7
|
|
|
95,484
|
|
|
4.5
|
|
||
Home equity and other
|
59,605
|
|
|
1.8
|
|
|
69,500
|
|
|
3.3
|
|
||
Total adjustable-rate loans
|
2,036,378
|
|
|
63.1
|
|
|
1,359,178
|
|
|
63.9
|
|
||
Fixed-rate loans:
|
|
|
|
|
|
|
|
||||||
Single family
|
516,253
|
|
|
16.0
|
|
|
320,370
|
|
|
15.1
|
|
||
Commercial
|
150,280
|
|
|
4.7
|
|
|
178,157
|
|
|
8.4
|
|
||
Multifamily
|
9,339
|
|
|
0.3
|
|
|
9,131
|
|
|
0.4
|
|
||
Construction/land development, net
(1)
|
248,925
|
|
|
7.7
|
|
|
141,299
|
|
|
6.6
|
|
||
Commercial business
|
66,292
|
|
|
2.1
|
|
|
51,965
|
|
|
2.4
|
|
||
Home equity and other
|
196,768
|
|
|
6.1
|
|
|
66,098
|
|
|
3.1
|
|
||
Total fixed-rate loans
|
1,187,857
|
|
|
36.9
|
|
|
767,020
|
|
|
36.1
|
|
||
Total loans held for investment
|
3,224,235
|
|
|
100.0
|
%
|
|
2,126,198
|
|
|
100.0
|
%
|
||
Less:
|
|
|
|
|
|
|
|
||||||
Net deferred loan fees and costs
|
(2,237
|
)
|
|
|
|
(5,048
|
)
|
|
|
||||
Allowance for loan losses
|
(29,278
|
)
|
|
|
|
(22,021
|
)
|
|
|
||||
Loans held for investment, net
|
$
|
3,192,720
|
|
|
|
|
$
|
2,099,129
|
|
|
|
(1)
|
Construction/land development is presented net of the undisbursed portion of the loan commitment.
|
|
December 31, 2015
|
|
Loans due after one year
by rate characteristic
|
||||||||||||||||||||
(in thousands)
|
Within one year
|
|
After
one year through
five years
|
|
After
five
years
|
|
Total
|
|
Fixed-
rate
|
|
Adjustable-
rate
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family
|
$
|
14
|
|
|
$
|
15,446
|
|
|
$
|
1,187,719
|
|
|
$
|
1,203,179
|
|
|
$
|
516,239
|
|
|
$
|
686,926
|
|
Home equity and other
|
4,530
|
|
|
38,869
|
|
|
212,975
|
|
|
256,374
|
|
|
193,337
|
|
|
58,507
|
|
||||||
Total consumer
|
4,544
|
|
|
54,315
|
|
|
1,400,694
|
|
|
1,459,553
|
|
|
709,576
|
|
|
745,433
|
|
||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial real estate
|
29,093
|
|
|
135,132
|
|
|
436,478
|
|
|
600,703
|
|
|
139,984
|
|
|
431,626
|
|
||||||
Multifamily
|
3,073
|
|
|
7,896
|
|
|
415,587
|
|
|
426,556
|
|
|
8,079
|
|
|
415,404
|
|
||||||
Construction/land development
|
379,940
|
|
|
183,480
|
|
|
19,740
|
|
|
583,160
|
|
|
99,782
|
|
|
103,438
|
|
||||||
Commercial business
|
65,651
|
|
|
52,990
|
|
|
35,622
|
|
|
154,263
|
|
|
59,216
|
|
|
29,396
|
|
||||||
Total commercial
|
477,757
|
|
|
379,498
|
|
|
907,427
|
|
|
1,764,682
|
|
|
307,061
|
|
|
979,864
|
|
||||||
Total loans held for investment
|
$
|
482,301
|
|
|
$
|
433,813
|
|
|
$
|
2,308,121
|
|
|
$
|
3,224,235
|
|
|
$
|
1,016,637
|
|
|
$
|
1,725,297
|
|
|
December 31, 2014
|
|
Loans due after one year
by rate characteristic
|
||||||||||||||||||||
(in thousands)
|
Within one year
|
|
After
one year through
five years
|
|
After
five
years
|
|
Total
|
|
Fixed-
rate
|
|
Adjustable-
rate
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family
|
$
|
1,335
|
|
|
$
|
12,401
|
|
|
$
|
882,929
|
|
|
$
|
896,665
|
|
|
$
|
319,055
|
|
|
$
|
576,275
|
|
Home equity and other
|
344
|
|
|
3,371
|
|
|
131,883
|
|
|
135,598
|
|
|
65,921
|
|
|
69,333
|
|
||||||
Total consumer
|
1,679
|
|
|
15,772
|
|
|
1,014,812
|
|
|
1,032,263
|
|
|
384,976
|
|
|
645,608
|
|
||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial real estate
|
40,482
|
|
|
150,001
|
|
|
332,981
|
|
|
523,464
|
|
|
154,001
|
|
|
328,981
|
|
||||||
Multifamily
|
6,008
|
|
|
4,051
|
|
|
45,029
|
|
|
55,088
|
|
|
5,692
|
|
|
43,388
|
|
||||||
Construction/land development
|
181,327
|
|
|
156,605
|
|
|
30,002
|
|
|
367,934
|
|
|
62,176
|
|
|
124,431
|
|
||||||
Commercial business
|
80,406
|
|
|
43,061
|
|
|
23,982
|
|
|
147,449
|
|
|
44,709
|
|
|
22,334
|
|
||||||
Total commercial
|
308,223
|
|
|
353,718
|
|
|
431,994
|
|
|
1,093,935
|
|
|
266,578
|
|
|
519,134
|
|
||||||
Total loans held for investment
|
$
|
309,902
|
|
|
$
|
369,490
|
|
|
$
|
1,446,806
|
|
|
$
|
2,126,198
|
|
|
$
|
651,554
|
|
|
$
|
1,164,742
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
||||||
Loans originated
|
|
|
|
|
|
||||||
Real estate
|
|
|
|
|
|
||||||
Single family
|
|
|
|
|
|
||||||
Originated by HomeStreet
|
$
|
6,834,296
|
|
|
$
|
4,208,736
|
|
|
$
|
4,160,435
|
|
Originated by WMS Series LLC
|
606,316
|
|
|
489,031
|
|
|
692,444
|
|
|||
Single family
|
7,440,612
|
|
|
4,697,767
|
|
|
4,852,879
|
|
|||
Multifamily
|
322,637
|
|
|
152,280
|
|
|
90,967
|
|
|||
Commercial real estate
|
133,618
|
|
|
57,025
|
|
|
129,531
|
|
|||
Construction/land development
|
767,063
|
|
|
595,034
|
|
|
255,314
|
|
|||
Total real estate
|
8,663,930
|
|
|
5,502,106
|
|
|
5,328,691
|
|
|||
Commercial business
|
140,707
|
|
|
142,602
|
|
|
109,735
|
|
|||
Home equity and other
|
176,430
|
|
|
20,559
|
|
|
17,724
|
|
|||
Total loans originated
|
$
|
8,981,067
|
|
|
$
|
5,665,267
|
|
|
$
|
5,456,150
|
|
Loans sold
|
|
|
|
|
|
||||||
Single family
|
$
|
7,038,635
|
|
|
$
|
3,979,398
|
|
|
$
|
4,733,473
|
|
Multifamily
|
204,744
|
|
|
141,859
|
|
|
104,016
|
|
|||
Other
|
29,313
|
|
|
—
|
|
|
—
|
|
|||
Total loans sold
|
$
|
7,272,692
|
|
|
$
|
4,121,257
|
|
|
$
|
4,837,489
|
|
|
|
At December 31,
|
||||||||||
(in thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
|
||||||
Noninterest-bearing accounts - checking and savings
|
|
$
|
370,523
|
|
|
$
|
240,679
|
|
|
$
|
164,437
|
|
Interest-bearing transaction and savings deposits:
|
|
|
|
|
|
|
||||||
NOW accounts
|
|
408,477
|
|
|
272,390
|
|
|
297,966
|
|
|||
Statement savings accounts due on demand
|
|
292,092
|
|
|
200,638
|
|
|
156,181
|
|
|||
Money market accounts due on demand
|
|
1,155,464
|
|
|
1,007,214
|
|
|
919,322
|
|
|||
Total interest-bearing transaction and savings deposits
|
|
1,856,033
|
|
|
1,480,242
|
|
|
1,373,469
|
|
|||
Total transaction and savings deposits
|
|
2,226,556
|
|
|
1,720,921
|
|
|
1,537,906
|
|
|||
Certificates of deposit
|
|
732,892
|
|
|
494,525
|
|
|
514,400
|
|
|||
Noninterest-bearing accounts - other
|
|
272,505
|
|
|
229,984
|
|
|
158,515
|
|
|||
Total deposits
|
|
$
|
3,231,953
|
|
|
$
|
2,445,430
|
|
|
$
|
2,210,821
|
|
|
Year Ended December 31,
|
|||||||
(in thousands)
|
2015
|
|
2014
|
|
2013
|
|||
|
|
|
|
|
|
|||
Return on assets
(1)
|
0.91
|
%
|
|
0.69
|
%
|
|
0.88
|
%
|
Return on equity
(2)
|
9.35
|
%
|
|
7.69
|
%
|
|
9.56
|
%
|
Equity to assets ratio
(3)
|
9.69
|
%
|
|
9.03
|
%
|
|
9.16
|
%
|
(1)
|
Net income divided by average total assets.
|
(2)
|
Net earnings available to common shareholders divided by average common shareholders’ equity.
|
(3)
|
Average equity divided by average total assets.
|
•
|
a funds transfer pricing (“FTP”) system, which allocates interest income credits and funding charges between the segments, assigning to each segment a funding credit for its liabilities, such as deposits, and a charge to fund its assets;
|
•
|
an allocation of charges for services rendered to the segments by centralized functions, such as corporate overhead, which are generally based on each segment’s consumption patterns; and
|
•
|
an allocation of the Company's consolidated income taxes which are based on the effective tax rate applied to the segment's pretax income or loss.
|
|
Year Ended December 31,
|
||||||||||||||||||||||||
(in thousands)
|
2015
|
|
Dollar
Change |
|
Percent
Change |
|
2014
|
|
Dollar
Change |
|
Percent
Change |
|
2013
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net interest income
|
$
|
120,020
|
|
|
$
|
38,034
|
|
|
46
|
%
|
|
$
|
81,986
|
|
|
$
|
22,814
|
|
|
39
|
%
|
|
$
|
59,172
|
|
Provision for credit losses
|
6,100
|
|
|
7,100
|
|
|
NM
|
|
|
(1,000
|
)
|
|
(1,900
|
)
|
|
NM
|
|
|
900
|
|
|||||
Noninterest income
|
29,367
|
|
|
10,701
|
|
|
57
|
|
|
18,666
|
|
(2)
|
3,575
|
|
|
24
|
|
|
15,091
|
|
|||||
Noninterest expense
|
122,598
|
|
|
42,786
|
|
|
54
|
|
|
79,812
|
|
|
(5,259
|
)
|
|
(8
|
)
|
|
66,141
|
|
|||||
Income before income tax expense
|
20,689
|
|
|
(1,151
|
)
|
|
(5
|
)
|
|
21,840
|
|
|
14,618
|
|
|
202
|
|
|
7,222
|
|
|||||
Income tax expense
|
2,672
|
|
|
(4,420
|
)
|
|
(62
|
)
|
|
7,092
|
|
|
5,843
|
|
|
468
|
|
|
1,249
|
|
|||||
Net income
|
$
|
18,017
|
|
|
$
|
3,269
|
|
|
22
|
%
|
|
$
|
14,748
|
|
|
$
|
8,775
|
|
|
147
|
%
|
|
$
|
5,973
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total assets
|
$
|
4,046,050
|
|
|
$
|
1,299,641
|
|
|
47
|
%
|
|
$
|
2,746,409
|
|
|
$
|
169,647
|
|
|
7
|
%
|
|
$
|
2,576,762
|
|
Efficiency ratio
(1)
|
82.07
|
%
|
|
|
|
|
|
79.29
|
%
|
|
|
|
|
|
|
|
89.06
|
%
|
|||||||
Full-time equivalent employees (ending)
|
828
|
|
|
|
|
|
|
608
|
|
|
|
|
|
|
|
|
577
|
|
|||||||
Net gain on mortgage loan origination and sale activities:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Multifamily
|
$
|
7,125
|
|
|
$
|
2,402
|
|
|
51
|
%
|
|
$
|
4,723
|
|
|
$
|
(583
|
)
|
|
(11
|
)%
|
|
$
|
5,306
|
|
Other
|
1,529
|
|
|
(3,235
|
)
|
|
(68
|
)
|
|
4,764
|
|
(2)
|
3,800
|
|
|
394
|
|
|
964
|
|
|||||
|
$
|
8,654
|
|
|
$
|
(833
|
)
|
|
(9
|
)%
|
|
$
|
9,487
|
|
|
$
|
3,217
|
|
|
51
|
%
|
|
$
|
6,270
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Production volumes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Multifamily mortgage originations
|
$
|
204,838
|
|
|
$
|
52,556
|
|
|
35
|
|
|
$
|
152,282
|
|
|
$
|
61,314
|
|
|
67
|
|
|
$
|
90,968
|
|
Multifamily mortgage loans sold
|
$
|
204,744
|
|
|
$
|
62,885
|
|
|
44
|
%
|
|
$
|
141,859
|
|
|
$
|
37,843
|
|
|
36
|
%
|
|
$
|
104,016
|
|
Other loans sold
|
$
|
60,611
|
|
|
$
|
60,611
|
|
|
NM
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
NM
|
|
|
$
|
—
|
|
NM = not meaningful
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Noninterest expense divided by total net revenue (net interest income and noninterest income).
|
(2)
|
Includes
$4.6 million
in pre-tax gain resulting from the sale of loans that were originally held for investment.
|
|
Year Ended December 31,
|
||||||||||||||||||||||||
(in thousands)
|
2015
|
|
Dollar
Change |
|
Percent
Change |
|
2014
|
|
Dollar
Change |
|
Percent
Change |
|
2013
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Servicing income, net:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Servicing fees and other
|
$
|
4,460
|
|
|
$
|
294
|
|
|
7
|
%
|
|
$
|
4,166
|
|
|
$
|
992
|
|
|
31
|
%
|
|
$
|
3,174
|
|
Amortization of multifamily MSRs
|
(1,992
|
)
|
|
(280
|
)
|
|
16
|
|
|
(1,712
|
)
|
|
91
|
|
|
(5
|
)
|
|
(1,803
|
)
|
|||||
Commercial mortgage servicing income
|
$
|
2,468
|
|
|
$
|
14
|
|
|
1
|
%
|
|
$
|
2,454
|
|
|
$
|
1,083
|
|
|
79
|
%
|
|
$
|
1,371
|
|
|
At December 31,
|
||||||
(in thousands)
|
2015
|
|
2014
|
||||
Commercial
|
|
|
|
||||
Multifamily
|
$
|
924,367
|
|
|
$
|
752,640
|
|
Other
|
79,513
|
|
|
82,354
|
|
||
Total commercial loans serviced for others
|
$
|
1,003,880
|
|
|
$
|
834,994
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||||
(in thousands)
|
2015
|
|
Dollar
Change |
|
Percent
Change |
|
2014
|
|
Dollar
Change |
|
Percent
Change |
|
2013
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net interest income
|
$
|
28,318
|
|
|
$
|
11,635
|
|
|
70
|
%
|
|
$
|
16,683
|
|
|
$
|
1,411
|
|
|
9
|
%
|
|
$
|
15,272
|
|
Noninterest income
|
251,870
|
|
|
84,879
|
|
|
51
|
|
|
166,991
|
|
|
(8,663
|
)
|
|
(5
|
)
|
|
175,654
|
|
|||||
Noninterest expense
|
243,970
|
|
|
71,771
|
|
|
42
|
|
|
172,199
|
|
|
8,845
|
|
|
5
|
|
|
163,354
|
|
|||||
Income before income tax expense
|
36,218
|
|
|
24,743
|
|
|
216
|
|
|
11,475
|
|
|
(16,097
|
)
|
|
(58
|
)
|
|
27,572
|
|
|||||
Income tax expense
|
12,916
|
|
|
8,952
|
|
|
226
|
|
|
3,964
|
|
|
(5,772
|
)
|
|
(59
|
)
|
|
9,736
|
|
|||||
Net income
|
$
|
23,302
|
|
|
$
|
15,791
|
|
|
210
|
%
|
|
$
|
7,511
|
|
|
$
|
(10,325
|
)
|
|
(58
|
)%
|
|
$
|
17,836
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
848,445
|
|
|
59,764
|
|
|
8
|
%
|
|
$
|
788,681
|
|
|
$
|
299,389
|
|
|
61
|
%
|
|
$
|
489,292
|
|
|
Efficiency ratio
(1)
|
87.07
|
%
|
|
|
|
|
|
93.75
|
%
|
|
|
|
|
|
85.56
|
%
|
|||||||||
Full-time equivalent employees (ending)
|
1,311
|
|
|
|
|
|
|
1,003
|
|
|
|
|
|
|
|
|
925
|
|
|||||||
Production volumes for sale to the secondary market:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family mortgage closed loan volume
(2)(3)
|
$
|
7,212,435
|
|
|
$
|
2,811,818
|
|
|
64
|
%
|
|
$
|
4,400,617
|
|
|
$
|
(59,032
|
)
|
|
(1
|
)%
|
|
$
|
4,459,649
|
|
Single family mortgage interest rate lock commitments
(2)
|
6,931,108
|
|
|
2,586,860
|
|
|
60
|
|
|
4,344,248
|
|
|
436,974
|
|
|
11
|
|
|
3,907,274
|
|
|||||
Single family mortgage loans sold
(2)
|
$
|
7,007,337
|
|
|
$
|
3,027,939
|
|
|
76
|
%
|
|
$
|
3,979,398
|
|
|
$
|
(754,075
|
)
|
|
(16
|
)%
|
|
$
|
4,733,473
|
|
(1)
|
Noninterest expense divided by total net revenue (net interest income and noninterest income).
|
(2)
|
Includes loans originated by WMS Series LLC and purchased by HomeStreet Bank.
|
(3)
|
Represents single family mortgage production volume designated for sale to the secondary market during each respective period.
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||||
(in thousands)
|
|
2015
|
|
Dollar
Change |
|
Percent
Change |
|
2014
|
|
Dollar
Change |
|
Percent
Change |
|
2013
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family:
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Servicing value and secondary market gains
(2)
|
|
$
|
205,513
|
|
|
$
|
96,450
|
|
|
88
|
%
|
|
$
|
109,063
|
|
|
$
|
(19,328
|
)
|
|
(15
|
)%
|
|
$
|
128,391
|
|
Loan origination and funding fees
|
|
22,221
|
|
|
(3,351
|
)
|
|
(13
|
)%
|
|
25,572
|
|
|
(4,479
|
)
|
|
(15
|
)%
|
|
30,051
|
|
|||||
Total mortgage banking net gain on mortgage loan origination and sale activities
(1)
|
|
$
|
227,734
|
|
|
$
|
93,099
|
|
|
69
|
%
|
|
$
|
134,635
|
|
|
$
|
(23,807
|
)
|
|
(15
|
)%
|
|
$
|
158,442
|
|
(1)
|
Excludes inter-segment activities.
|
(2)
|
Comprised of gains and losses on interest rate lock commitments (which considers the value of servicing), single family loans held for sale, forward sale commitments used to economically hedge secondary market activities, and the estimated fair value of the repurchase or indemnity obligation recognized on new loan sales.
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||||
(in thousands)
|
|
2015
|
|
Dollar
Change |
|
Percent
Change |
|
2014
|
|
Dollar
Change |
|
Percent
Change |
|
2013
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Servicing income, net:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Servicing fees and other
|
|
$
|
37,737
|
|
|
$
|
4,085
|
|
|
12
|
%
|
|
$
|
33,652
|
|
|
$
|
2,653
|
|
|
9
|
%
|
|
$
|
30,999
|
|
Changes in fair value of MSRs due to modeled amortization
(1)
|
|
(34,038
|
)
|
|
(7,926
|
)
|
|
30
|
|
|
(26,112
|
)
|
|
(1,791
|
)
|
|
7
|
|
|
(24,321
|
)
|
|||||
|
|
3,699
|
|
|
(3,841
|
)
|
|
(51
|
)
|
|
7,540
|
|
|
$
|
862
|
|
|
13
|
|
|
6,678
|
|
||||
Risk management:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Changes in fair value of MSRs due to changes in model inputs and/or assumptions
(2)
|
|
6,555
|
|
|
22,184
|
|
|
NM
|
|
|
(15,629
|
)
|
(3)
|
(45,085
|
)
|
|
NM
|
|
|
29,456
|
|
|||||
Net gain from derivatives economically hedging MSRs
|
|
11,709
|
|
|
(28,018
|
)
|
|
(71
|
)
|
|
39,727
|
|
|
60,159
|
|
|
NM
|
|
|
(20,432
|
)
|
|||||
|
|
18,264
|
|
|
(5,834
|
)
|
|
(24
|
)
|
|
24,098
|
|
|
15,074
|
|
|
167
|
|
|
9,024
|
|
|||||
Mortgage Banking servicing income
|
|
$
|
21,963
|
|
|
$
|
(9,675
|
)
|
|
(31
|
)%
|
|
$
|
31,638
|
|
|
$
|
15,936
|
|
|
101
|
%
|
|
$
|
15,702
|
|
NM = not meaningful
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Represents changes due to collection/realization of expected cash flows and curtailments.
|
(2)
|
Principally reflects changes in model assumptions, including prepayment speed assumptions, which are primarily affected by changes in mortgage interest rates.
|
(3)
|
Includes pre-tax income of
$4.7 million
, net of transaction costs, resulting from the sale of single family MSRs in 2014
.
|
|
At December 31,
|
||||||
(in thousands)
|
2015
|
|
2014
|
||||
Single family
|
|
|
|
||||
U.S. government and agency
|
$
|
14,628,596
|
|
|
$
|
10,630,864
|
|
Other
|
719,215
|
|
|
585,344
|
|
||
Total single family loans serviced for others
|
$
|
15,347,811
|
|
|
$
|
11,216,208
|
|
•
|
Unfunded loan commitments.
We make certain unfunded loan commitments as part of our lending activities that have not been recognized in the Company’s financial statements. These include commitments to extend credit made as part of our lending activities on loans we intend to hold in our loans held for investment portfolio. The aggregate amount of these unrecognized unfunded loan commitments existing at
December 31, 2015
and
2014
was
$52.9 million
and
$72.0 million
, respectively.
|
•
|
Credit agreements.
We extend secured and unsecured open-end loans to meet the financing needs of our customers. These commitments, which primarily related to unused home equity and commercial real estate lines of credit and business banking funding lines, totaled
$216.5 million
and
$149.4 million
at
December 31, 2015
and
2014
, respectively. Undistributed construction loan proceeds, where the Company has an obligation to advance funds for construction progress payments, was
$456.4 million
and
$379.4 million
at
December 31, 2015
and
2014
, respectively. The total amounts of unused commitments do not necessarily represent future credit exposure or cash requirements in that commitments may expire without being drawn upon.
|
•
|
Interest rate lock commitments
. The Company writes options in the form of interest rate lock commitments on single family mortgage loans that are exercisable at the option of the borrower. We are exposed to market risk on interest rate lock commitments. The fair value of interest rate lock commitments existing at
December 31, 2015
and
2014
, was
$17.7 million
and
$11.9 million
, respectively. We mitigate the risk of future changes in the fair value of interest rate lock commitments primarily through the use of forward sale commitments.
|
•
|
Credit loss sharing.
We originate, sell and service multifamily loans through the Fannie Mae DUS program. Multifamily loans are sold to Fannie Mae subject to a loss sharing arrangement. HomeStreet Capital services the loans for Fannie Mae and shares in the risk of loss with Fannie Mae under the terms of the DUS contracts. Under the DUS program, in general the DUS lender is contractually responsible for all losses on the first 5% of the unpaid principal balance of the loan (determined as of the day prior to valuation of the asset for loss purposes) and then shares in the remainder of losses with Fannie Mae with the lender being responsible for 25% of any losses that exceed 5% of the unpaid principal balance up to 20% of the unpaid principal balance and 10% of any losses that exceed 20% of the unpaid principal balance. The maximum lender loss on most DUS program loans is 20% of the original principal balance. The total principal balance of loans outstanding under the DUS program as of
December 31, 2015
and
2014
was
$924.4 million
and
$752.6 million
, respectively, and our loss reserve was
$3.0 million
and
$2.3 million
as of
December 31, 2015
and
2014
, respectively.
|
•
|
Mortgage repurchase liability
. In our single family lending business, we sell residential mortgage loans to GSEs and other entities. In addition, the Company pools Federal Housing Administration ("FHA")-insured and Department of Veterans' Affairs ("VA")-guaranteed mortgage loans into Ginnie Mae, Fannie Mae and Freddie Mac guaranteed mortgage-backed securities. We have made representations and warranties that the loans sold meet certain requirements. We may be required to repurchase mortgage loans or indemnify loan purchasers due to defects in the origination process of the loan, such as documentation errors, underwriting errors and judgments, early payment defaults and fraud.
|
•
|
Leases
. The Company is obligated under non-cancelable leases for office space. The office leases also contain renewal and space options. Rental expense under non-cancelable operating leases totaled
$20.1 million
,
$15.3 million
and
$11.4 million
for the years ended
December 31, 2015
,
2014
and
2013
, respectively.
|
(in thousands)
|
Within
one year
|
|
After one but
within three years
|
|
After three but
within five
|
|
More than
five years
|
|
Total
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Deposits
(1)
|
$
|
3,043,916
|
|
|
$
|
145,662
|
|
|
$
|
42,375
|
|
|
$
|
—
|
|
|
$
|
3,231,953
|
|
FHLB advances
|
962,159
|
|
|
40,410
|
|
|
10,000
|
|
|
5,590
|
|
|
1,018,159
|
|
|||||
Trust preferred securities
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
61,857
|
|
|
61,857
|
|
|||||
Interest
(3)
|
9,869
|
|
|
8,444
|
|
|
4,688
|
|
|
22,850
|
|
|
45,851
|
|
|||||
Operating leases
|
19,486
|
|
|
36,315
|
|
|
26,601
|
|
|
55,073
|
|
|
137,475
|
|
|||||
Purchase obligations
(4)
|
9,018
|
|
|
8,107
|
|
|
3,686
|
|
|
171
|
|
|
20,982
|
|
|||||
Total
|
$
|
4,044,448
|
|
|
$
|
238,938
|
|
|
$
|
87,350
|
|
|
$
|
145,541
|
|
|
$
|
4,516,277
|
|
(1)
|
Deposits with indeterminate maturities, such as demand, savings and money market accounts, are reflected as obligations due less than one year.
|
(2)
|
Trust preferred securities are included in long-term debt on the consolidated statements of financial condition.
|
(3)
|
Represents the future interest obligations related to interest-bearing time deposits and long-term debt in the normal course of business. These interest obligations assume no early debt redemption. We estimated variable interest rate payments using
December 31, 2015
rates, which we held constant until maturity.
|
(4)
|
Represents agreements to purchase goods or services.
|
•
|
Audit Committee.
The Audit Committee oversees the policies and management activities relating to our financial reporting, internal and external audit, regulatory, legal and compliance risks.
|
•
|
Finance Committee.
The Finance Committee oversees the consolidated companies' activities related to balance sheet management, major financial risks including market, interest rate, liquidity and funding risks and counterparty risk management, including trading limits.
|
•
|
Credit Committee.
The Credit Committee oversees the annual Loan Review Plan, lending policies, credit performance and trends, the allowance for credit loss policy and loan loss reserves, large borrower exposure and concentrations, and approval of broker/dealer relationships.
|
•
|
Human Resources and Corporate Governance Committee
. The Human Resources and Corporate Governance Committee (the "HRCG") of HomeStreet, Inc. reviews all matters concerning our human resources, compensation, benefits, and corporate governance. HRCG's policy objectives are to ensure that HomeStreet and its operating subsidiaries meet their corporate objectives of attracting and retaining a well-qualified workforce, to oversee our human resource strategies and policies and to ensure processes are in place to assure compliance with employment laws and regulations.
|
•
|
Enterprise Risk Management Committee.
The Enterprise Risk Management Committee (the "ERMC") oversees the Company's enterprise-wide risk management framework, including evaluating management's identification and assessment of the significant risks and the related infrastructure to address such risks and monitors the Company's compliance with its risk appetite and risk limit structures and effective remediation of non-compliance on an ongoing, enterprise-wide, and individual entity basis. The ERMC does not duplicate the risk oversight of the Board's other committees, but rather helps ensure end-to-end understanding and oversight of all risk issues in one Board committee and enhances the Board's and management's understanding of the Company's aggregate enterprise-wide risk profile.
|
•
|
We generally do not perform valuation monitoring for pass-graded credits because we believe they carry minimal credit risk.
|
•
|
For commercial loans secured by real estate that are graded special mention, an appraisal is performed at the time of loan downgrade, and an appraisal or evaluation is performed at least every two years thereafter, depending upon property complexity, market area, market conditions, intended use and other considerations.
|
•
|
For commercial loans secured by real estate that are graded substandard or doubtful and for all OREO properties, we require an independent third-party appraisal at the time of downgrade or transfer to OREO and at least every twelve months thereafter until disposition or loan upgrade. For loans where foreclosure is probable, an appraisal or evaluation is prepared at the intervening six-month period prior to foreclosure.
|
•
|
For performing consumer segment loans secured by real estate that are graded special mention or substandard, property values are determined semi-annually from automated valuation model services employed by the Bank.
|
•
|
In addition, if we determine that market conditions, changes to the property, changes in the intended use of the property or other factors indicate an appraisal is no longer reliable, we will also obtain an updated appraisal or evaluation and assess whether a change in collateral value requires an additional adjustment to carrying value.
|
|
At December 31, 2015
|
||||||||||
(in thousands)
|
Recorded
Investment
|
|
Unpaid Principal
Balance
(2)
|
|
Related
Allowance
|
||||||
|
|
|
|
|
|
||||||
Impaired loans:
|
|
|
|
|
|
||||||
Loans with no related allowance recorded
|
$
|
90,547
|
|
|
$
|
94,058
|
|
|
$
|
—
|
|
Loans with an allowance recorded
|
3,126
|
|
|
3,293
|
|
|
567
|
|
|||
Total
|
$
|
93,673
|
|
(1)
|
$
|
97,351
|
|
|
$
|
567
|
|
|
|||||||||||
|
At December 31, 2014
|
||||||||||
(in thousands)
|
Recorded
Investment
|
|
Unpaid Principal
Balance
(2)
|
|
Related
Allowance
|
||||||
|
|
|
|
|
|
||||||
Impaired loans:
|
|
|
|
|
|
||||||
Loans with no related allowance recorded
|
$
|
82,725
|
|
|
$
|
98,664
|
|
|
$
|
—
|
|
Loans with an allowance recorded
|
36,499
|
|
|
37,078
|
|
|
1,706
|
|
|||
Total
|
$
|
119,224
|
|
(1)
|
$
|
135,742
|
|
|
$
|
1,706
|
|
|
|||||||||||
|
At December 31, 2013
|
||||||||||
(in thousands)
|
Recorded
Investment
|
|
Unpaid Principal
Balance
(2)
|
|
Related
Allowance
|
||||||
|
|
|
|
|
|
||||||
Impaired loans:
|
|
|
|
|
|
||||||
Loans with no related allowance recorded
|
$
|
81,301
|
|
|
$
|
112,795
|
|
|
$
|
—
|
|
Loans with an allowance recorded
|
38,568
|
|
|
38,959
|
|
|
2,571
|
|
|||
Total
|
$
|
119,869
|
|
(1)
|
$
|
151,754
|
|
|
$
|
2,571
|
|
(1)
|
Includes
$74.7 million
,
$73.6 million
and $70.3 million in single family performing troubled debt restructurings ("TDRs") at
December 31, 2015
,
2014
and 2013, respectively.
|
(2)
|
Unpaid principal balance does not include partial charge-offs, purchase discounts and premiums or nonaccrual interest paid. Related allowance is calculated on net book balances not unpaid principal balances.
|
|
At December 31,
|
||||||||||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||||||||
(in thousands)
|
Amount
|
|
Percent of
Allowance
to Total
Allowance
|
|
Loan
Category
as a % of
Total Loans
(1)
|
|
Amount
|
|
Percent of
Allowance
to Total
Allowance
|
|
Loan
Category as a % of Total Loans (1) |
|
Amount
|
|
Percent of
Allowance
to Total
Allowance
|
|
Loan
Category as a % of Total Loans (1) |
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Consumer loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family
|
$
|
8,942
|
|
|
29.2
|
%
|
|
36.9
|
%
|
|
$
|
9,447
|
|
|
41.9
|
%
|
|
42.2
|
%
|
|
$
|
11,990
|
|
|
49.8
|
%
|
|
47.7
|
%
|
Home equity and other
|
4,620
|
|
|
15.1
|
|
|
8.0
|
|
|
3,322
|
|
|
14.8
|
|
|
6.4
|
|
|
3,987
|
|
|
16.6
|
|
|
7.1
|
|
|||
|
13,562
|
|
|
44.3
|
|
|
44.9
|
|
|
12,769
|
|
|
56.7
|
|
|
48.6
|
|
|
15,977
|
|
|
66.4
|
|
|
54.8
|
|
|||
Commercial loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial real estate
|
4,847
|
|
|
15.8
|
|
|
18.8
|
|
|
3,846
|
|
|
17.0
|
|
|
24.6
|
|
|
4,012
|
|
|
16.6
|
|
|
25.2
|
|
|||
Multifamily
|
1,194
|
|
|
3.9
|
|
|
13.3
|
|
|
673
|
|
|
3.0
|
|
|
2.6
|
|
|
942
|
|
|
3.9
|
|
|
4.2
|
|
|||
Construction/land development
|
9,271
|
|
|
30.2
|
|
|
18.2
|
|
|
3,818
|
|
|
17.0
|
|
|
17.3
|
|
|
1,414
|
|
|
5.9
|
|
|
6.9
|
|
|||
Commercial business
|
1,785
|
|
|
5.8
|
|
|
4.8
|
|
|
1,418
|
|
|
6.3
|
|
|
6.9
|
|
|
1,744
|
|
|
7.2
|
|
|
8.9
|
|
|||
|
17,097
|
|
|
55.7
|
|
|
55.1
|
|
|
9,755
|
|
|
43.3
|
|
|
51.4
|
|
|
8,112
|
|
|
33.6
|
|
|
45.2
|
|
|||
Total allowance for credit losses
|
$
|
30,659
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
$
|
22,524
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
$
|
24,089
|
|
|
100.0
|
%
|
|
100.0
|
%
|
(1)
|
Excludes loans held for investment balances that are carried at fair value.
|
|
At December 31, 2015
|
|
|
||||||||||||||||||
(in thousands)
|
Accrual
|
|
Number of accrual relationships
|
|
Nonaccrual
|
|
Number of nonaccrual relationships
|
|
Total
|
|
Total number of relationships
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consumer
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Single family
(1)
|
$
|
74,685
|
|
|
213
|
|
|
$
|
2,452
|
|
|
11
|
|
|
$
|
77,137
|
|
|
224
|
|
|
Home equity and other
|
1,340
|
|
|
20
|
|
|
271
|
|
|
4
|
|
|
1,611
|
|
|
24
|
|
||||
|
76,025
|
|
|
233
|
|
|
2,723
|
|
|
|
|
78,748
|
|
|
248
|
|
|||||
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial real estate
|
—
|
|
|
—
|
|
|
1,023
|
|
|
1
|
|
|
1,023
|
|
|
1
|
|
||||
Multifamily
|
3,014
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
3,014
|
|
|
2
|
|
||||
Construction/land development
|
3,714
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3,714
|
|
|
3
|
|
||||
Commercial business
|
1,658
|
|
|
4
|
|
|
185
|
|
|
1
|
|
|
1,843
|
|
|
5
|
|
||||
|
8,386
|
|
|
9
|
|
|
1,208
|
|
|
2
|
|
|
9,594
|
|
|
11
|
|
||||
|
$
|
84,411
|
|
|
$
|
242
|
|
|
$
|
3,931
|
|
|
2
|
|
|
$
|
88,342
|
|
|
259
|
|
(1)
|
Includes loan balances insured by the FHA or guaranteed by the VA of
$29.6 million
at
December 31, 2015
.
|
|
At December 31, 2014
|
|
|
|||||||||||||||
(in thousands)
|
Accrual
|
|
Number of accrual relationships
|
|
Nonaccrual
|
|
Number of nonaccrual relationships
|
|
Total
|
|
Total number of relationships
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Consumer
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Single family
(1)
|
$
|
73,585
|
|
|
193
|
|
$
|
2,482
|
|
|
10
|
|
|
$
|
76,067
|
|
|
203
|
Home equity and other
|
2,430
|
|
|
23
|
|
231
|
|
|
3
|
|
|
2,661
|
|
|
26
|
|||
|
76,015
|
|
|
216
|
|
2,713
|
|
|
13
|
|
|
78,728
|
|
|
229
|
|||
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Commercial real estate
|
21,703
|
|
|
4
|
|
1,148
|
|
|
1
|
|
|
22,851
|
|
|
5
|
|||
Multifamily
|
3,077
|
|
|
2
|
|
—
|
|
|
—
|
|
|
3,077
|
|
|
2
|
|||
Construction/land development
|
5,447
|
|
|
3
|
|
—
|
|
|
—
|
|
|
5,447
|
|
|
3
|
|||
Commercial business
|
1,573
|
|
|
3
|
|
249
|
|
|
2
|
|
|
1,822
|
|
|
5
|
|||
|
31,800
|
|
|
12
|
|
1,397
|
|
|
3
|
|
|
33,197
|
|
|
15
|
|||
|
$
|
107,815
|
|
|
228
|
|
$
|
4,110
|
|
|
16
|
|
|
$
|
111,925
|
|
|
244
|
(1)
|
Includes loan balances insured by the FHA or guaranteed by the VA of
$26.8 million
at
December 31, 2014
.
|
|
At December 31, 2013
|
|
|
|||||||||||||||
(in thousands)
|
Accrual
|
|
Number of accrual relationships
|
|
Nonaccrual
|
|
Number of nonaccrual relationships
|
|
Total
|
|
Total number of relationships
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Consumer
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Single family
(1)
|
$
|
70,304
|
|
|
159
|
|
$
|
4,017
|
|
|
10
|
|
|
$
|
74,321
|
|
|
169
|
Home equity and other
|
2,558
|
|
|
23
|
|
86
|
|
|
2
|
|
|
2,644
|
|
|
25
|
|||
|
72,862
|
|
|
182
|
|
4,103
|
|
|
12
|
|
|
76,965
|
|
|
194
|
|||
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Commercial real estate
|
19,620
|
|
|
2
|
|
628
|
|
|
1
|
|
|
20,248
|
|
|
3
|
|||
Multifamily
|
3,163
|
|
|
2
|
|
—
|
|
|
—
|
|
|
3,163
|
|
|
2
|
|||
Construction/land development
|
6,148
|
|
|
4
|
|
—
|
|
|
—
|
|
|
6,148
|
|
|
4
|
|||
Commercial business
|
112
|
|
|
1
|
|
—
|
|
|
0
|
|
|
112
|
|
|
1
|
|||
|
29,043
|
|
|
9
|
|
628
|
|
|
1
|
|
|
29,671
|
|
|
10
|
|||
|
$
|
101,905
|
|
|
191
|
|
$
|
4,731
|
|
|
13
|
|
|
$
|
106,636
|
|
|
204
|
(1)
|
Includes loan balances insured by the FHA or guaranteed by the VA of $17.8 million at December 31, 2013.
|
|
At December 31,
|
||||||||||||||||||
(in thousands)
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans accounted for on a nonaccrual basis:
(1)
|
|
|
|
|
|
|
|
|
|
||||||||||
Consumer
|
|
|
|
|
|
|
|
|
|
||||||||||
Single family
|
$
|
12,119
|
|
|
$
|
8,368
|
|
|
$
|
8,861
|
|
|
$
|
13,304
|
|
|
$
|
12,104
|
|
Home equity and other
|
1,576
|
|
|
1,526
|
|
|
1,846
|
|
|
2,970
|
|
|
2,464
|
|
|||||
|
13,695
|
|
|
9,894
|
|
|
10,707
|
|
|
16,274
|
|
|
14,568
|
|
|||||
Commercial
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial real estate
|
2,341
|
|
|
4,843
|
|
|
12,257
|
|
|
6,403
|
|
|
10,184
|
|
|||||
Multifamily residential
|
119
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,394
|
|
|||||
Construction/land development
|
339
|
|
|
—
|
|
|
—
|
|
|
5,042
|
|
|
48,387
|
|
|||||
Commercial business
|
674
|
|
|
1,277
|
|
|
2,743
|
|
|
2,173
|
|
|
951
|
|
|||||
|
3,473
|
|
|
6,120
|
|
|
15,000
|
|
|
13,618
|
|
|
61,916
|
|
|||||
Total loans on nonaccrual
|
17,168
|
|
|
16,014
|
|
|
25,707
|
|
|
29,892
|
|
|
76,484
|
|
|||||
Other real estate owned
|
7,531
|
|
|
9,448
|
|
|
12,911
|
|
|
23,941
|
|
|
38,572
|
|
|||||
Total nonperforming assets
|
$
|
24,699
|
|
|
$
|
25,462
|
|
|
$
|
38,618
|
|
|
$
|
53,833
|
|
|
$
|
115,056
|
|
Loans 90 days or more past due and accruing
(2)
|
$
|
36,612
|
|
|
$
|
34,987
|
|
|
$
|
46,811
|
|
|
$
|
40,658
|
|
|
$
|
35,757
|
|
Accruing TDR loans
|
84,411
|
|
|
107,815
|
|
|
$
|
101,905
|
|
|
100,575
|
|
|
104,931
|
|
||||
Nonaccrual TDR loans
|
3,931
|
|
|
4,110
|
|
|
4,731
|
|
|
10,208
|
|
|
23,540
|
|
|||||
Total TDR loans
|
$
|
88,342
|
|
|
$
|
111,925
|
|
|
$
|
106,636
|
|
|
$
|
110,783
|
|
|
$
|
128,471
|
|
Allowance for loan losses as a percent of nonaccrual loans
|
170.54
|
%
|
|
137.51
|
%
|
|
93.00
|
%
|
|
92.20
|
%
|
|
55.81
|
%
|
|||||
Nonaccrual loans as a percentage of total loans
|
0.53
|
%
|
|
0.75
|
%
|
|
1.36
|
%
|
|
2.24
|
%
|
|
5.69
|
%
|
|||||
Nonperforming assets as a percentage of total assets
|
0.50
|
%
|
|
0.72
|
%
|
|
1.26
|
%
|
|
2.05
|
%
|
|
5.08
|
%
|
(1)
|
If interest on nonaccrual loans under the original terms had been recognized, such income is estimated to have been
$2.5 million
,
$2.8 million
and $4.6 million for the years ended December 31, 2015, 2014 and 2013.
|
(2)
|
FHA-insured and VA-guaranteed single family loans that are 90 days or more past due are maintained on an accrual status if they have been determined to have little or no risk of loss.
|
|
At December 31, 2015
|
||||||||||||||||||||||
(in thousands)
|
30-59 Days
Past Due
|
|
60-89 Days
Past Due
|
|
Nonaccrual
|
|
90 Days or
More Past Due and Accruing
|
|
Total
Past Due
Loans
|
|
Other
Real Estate
Owned
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Consumer loans
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family
|
$
|
7,098
|
|
|
$
|
3,537
|
|
|
$
|
12,119
|
|
|
$
|
36,595
|
|
(1)
|
$
|
59,349
|
|
|
$
|
301
|
|
Home equity and other
|
1,095
|
|
|
398
|
|
|
1,576
|
|
|
—
|
|
|
3,069
|
|
|
—
|
|
||||||
|
8,193
|
|
|
3,935
|
|
|
13,695
|
|
|
36,595
|
|
|
62,418
|
|
|
301
|
|
||||||
Commercial loans
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial real estate
|
233
|
|
|
—
|
|
|
2,341
|
|
|
—
|
|
|
2,574
|
|
|
4,071
|
|
||||||
Multifamily
|
—
|
|
|
—
|
|
|
119
|
|
|
—
|
|
|
119
|
|
|
—
|
|
||||||
Construction/land development
|
77
|
|
|
—
|
|
|
339
|
|
|
—
|
|
|
416
|
|
|
3,159
|
|
||||||
Commercial business
|
—
|
|
|
—
|
|
|
674
|
|
|
17
|
|
|
691
|
|
|
—
|
|
||||||
|
310
|
|
|
—
|
|
|
3,473
|
|
|
17
|
|
|
3,800
|
|
|
7,230
|
|
||||||
Total
|
$
|
8,503
|
|
|
$
|
3,935
|
|
|
$
|
17,168
|
|
|
$
|
36,612
|
|
|
$
|
66,218
|
|
|
$
|
7,531
|
|
(1)
|
FHA-insured and VA-guaranteed single family loans that are 90 days or more past due are maintained on accrual status if they are determined to have little to no risk of loss.
|
|
At December 31, 2014
|
||||||||||||||||||||||
(in thousands)
|
30-59 Days
Past Due
|
|
60-89 Days
Past Due
|
|
Nonaccrual
|
|
90 Days or
More Past Due and Accruing |
|
Total
Past Due
Loans
|
|
Other
Real Estate
Owned
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Consumer loans
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family
|
$
|
7,832
|
|
|
$
|
2,452
|
|
|
$
|
8,368
|
|
|
$
|
34,737
|
|
(1)
|
$
|
53,389
|
|
|
$
|
1,613
|
|
Home equity and other
|
371
|
|
|
81
|
|
|
1,526
|
|
|
—
|
|
|
1,978
|
|
|
—
|
|
||||||
|
8,203
|
|
|
2,533
|
|
|
9,894
|
|
|
34,737
|
|
|
55,367
|
|
|
1,613
|
|
||||||
Commercial loans
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial real estate
|
—
|
|
|
—
|
|
|
4,843
|
|
|
—
|
|
|
4,843
|
|
|
1,996
|
|
||||||
Construction/land development
|
—
|
|
|
1,261
|
|
|
—
|
|
|
—
|
|
|
1,261
|
|
|
5,839
|
|
||||||
Commercial business
|
611
|
|
|
3
|
|
|
1,277
|
|
|
250
|
|
|
2,141
|
|
|
—
|
|
||||||
|
611
|
|
|
1,264
|
|
|
6,120
|
|
|
250
|
|
|
8,245
|
|
|
7,835
|
|
||||||
Total
|
$
|
8,814
|
|
|
$
|
3,797
|
|
|
$
|
16,014
|
|
|
$
|
34,987
|
|
|
$
|
63,612
|
|
|
$
|
9,448
|
|
(1)
|
FHA-insured and VA-guaranteed single family loans that are 90 days or more past due are maintained on accrual status as they have little to no risk of loss.
|
|
At December 31, 2013
|
||||||||||||||||||||||
(in thousands)
|
30-59 Days
Past Due
|
|
60-89 Days
Past Due
|
|
Nonaccrual
|
|
90 Days or
More Past Due and Accruing
|
|
Total
Past Due
Loans
|
|
Other
Real Estate
Owned
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Consumer loans
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family
|
$
|
6,466
|
|
|
$
|
4,901
|
|
|
$
|
8,861
|
|
|
$
|
46,811
|
|
(1)
|
$
|
67,039
|
|
|
$
|
5,246
|
|
Home equity and other
|
375
|
|
|
75
|
|
|
1,846
|
|
|
—
|
|
|
2,296
|
|
|
—
|
|
||||||
|
6,841
|
|
|
4,976
|
|
|
10,707
|
|
|
46,811
|
|
|
69,335
|
|
|
5,246
|
|
||||||
Commercial loans
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial real estate
|
—
|
|
|
—
|
|
|
12,257
|
|
|
—
|
|
|
12,257
|
|
|
1,688
|
|
||||||
Construction/land development
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,977
|
|
||||||
Commercial business
|
—
|
|
|
—
|
|
|
2,743
|
|
|
—
|
|
|
2,743
|
|
|
—
|
|
||||||
|
—
|
|
|
—
|
|
|
15,000
|
|
|
—
|
|
|
15,000
|
|
|
7,665
|
|
||||||
Total
|
$
|
6,841
|
|
|
$
|
4,976
|
|
|
$
|
25,707
|
|
|
$
|
46,811
|
|
|
$
|
84,335
|
|
|
$
|
12,911
|
|
(1)
|
FHA-insured and VA-guaranteed single family loans that are 90 days or more past due are maintained on accrual status as they have little to no risk of loss.
|
At December 31, 2015
|
|
||||
Greater Than
|
|
Less Than or Equal To
|
|
Percentage
|
(1)
|
N/A
|
(2)
|
N/A
|
(2)
|
2.6%
|
|
<
|
|
500
|
|
—%
|
|
500
|
|
549
|
|
0.1%
|
|
550
|
|
599
|
|
0.6%
|
|
600
|
|
649
|
|
4.0%
|
|
650
|
|
699
|
|
16.1%
|
|
700
|
|
749
|
|
27.2%
|
|
750
|
|
>
|
|
49.4%
|
|
|
|
TOTAL
|
|
100.0%
|
|
(1)
|
Percentages based on aggregate loan amounts.
|
(2)
|
Information is not available.
|
At December 31, 2014
|
|
||||
Greater Than
|
|
Less Than or Equal To
|
|
Percentage
|
(1)
|
N/A
|
(2)
|
N/A
|
(2)
|
4.0%
|
|
<
|
|
500
|
|
0.1%
|
|
500
|
|
549
|
|
0.2%
|
|
550
|
|
599
|
|
0.9%
|
|
600
|
|
649
|
|
3.5%
|
|
650
|
|
699
|
|
16.9%
|
|
700
|
|
749
|
|
27.0%
|
|
750
|
|
>
|
|
47.4%
|
|
|
|
TOTAL
|
|
100.0%
|
|
(1)
|
Percentages based on aggregate loan amounts.
|
(2)
|
Information is not available.
|
•
|
MSRs in excess of a 10% threshold must be deducted from common equity. The disallowable portion of MSRs will be phased in incrementally (40% in 2015; 60% in 2016; 80% in 2017) to 100% deduction in 2018.
|
•
|
In addition, the combined balance of MSRs and deferred tax assets is limited to approximately 15% of the Bank’s and the Company’s common equity Tier 1 capital. These combined assets must be deducted from common equity to the extent that they exceed the 15% threshold.
|
•
|
Any portion of the Bank’s and the Company’s MSRs that are not deducted from the calculation of common equity Tier 1 are subject to a 100% risk weight that will increase to 250% in 2018.
|
|
|
At December 31, 2015
|
|||||||||||||||||||
HomeStreet Bank
|
|
Actual
|
|
For Minimum Capital
Adequacy Purposes
|
|
To Be Categorized As
“Well Capitalized” Under
Prompt Corrective
Action Provisions
|
|||||||||||||||
(in thousands)
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Tier 1 leverage capital (to average assets)
|
|
$
|
455,101
|
|
|
9.46
|
%
|
|
$
|
192,428
|
|
|
4.0
|
%
|
|
$
|
240,536
|
|
|
5.0
|
%
|
Common equity risk-based capital (to risk-weighted assets)
|
|
455,101
|
|
|
13.04
|
%
|
|
157,074
|
|
|
4.5
|
%
|
|
226,885
|
|
|
6.5
|
%
|
|||
Tier 1 risk-based capital (to risk-weighted assets)
|
|
455,101
|
|
|
13.04
|
%
|
|
209,432
|
|
|
6.0
|
%
|
|
279,243
|
|
|
8.0
|
%
|
|||
Total risk-based capital (to risk-weighted assets)
|
|
$
|
485,761
|
|
|
13.92
|
%
|
|
$
|
279,243
|
|
|
8.0
|
%
|
|
$
|
349,054
|
|
|
10.0
|
%
|
|
|
At December 31, 2015
|
|||||||||||||||||||
HomeStreet, Inc.
|
|
Actual
|
|
For Minimum Capital
Adequacy Purposes
|
|
To Be Categorized As
“Well Capitalized” Under
Prompt Corrective
Action Provisions
|
|||||||||||||||
(in thousands)
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Tier 1 leverage capital (to average assets)
|
|
$
|
480,038
|
|
|
9.95
|
%
|
|
$
|
193,025
|
|
|
4.0
|
%
|
|
$
|
241,281
|
|
|
5.0
|
%
|
Common equity risk-based capital (to risk-weighted assets)
|
|
423,005
|
|
|
10.52
|
%
|
|
180,912
|
|
|
4.5
|
%
|
|
261,317
|
|
|
6.5
|
%
|
|||
Tier 1 risk-based capital (to risk-weighted assets)
|
|
480,038
|
|
|
11.94
|
%
|
|
241,216
|
|
|
6.0
|
%
|
|
321,621
|
|
|
8.0
|
%
|
|||
Total risk-based capital (to risk-weighted assets)
|
|
$
|
510,697
|
|
|
12.70
|
%
|
|
$
|
321,621
|
|
|
8.0
|
%
|
|
$
|
402,026
|
|
|
10.0
|
%
|
|
|
At December 31, 2014
|
|||||||||||||||||||
HomeStreet Bank
|
|
Actual
|
|
For Minimum Capital
Adequacy Purposes |
|
To Be Categorized As
“Well Capitalized” Under Prompt Corrective Action Provisions |
|||||||||||||||
(in thousands)
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Tier 1 leverage capital
(to average assets) |
|
$
|
319,010
|
|
|
9.38
|
%
|
|
$
|
136,058
|
|
|
4.0
|
%
|
|
$
|
170,072
|
|
|
5.0
|
%
|
Tier 1 risk-based capital
(to risk-weighted assets) |
|
319,010
|
|
|
13.10
|
%
|
|
97,404
|
|
|
4.0
|
%
|
|
146,106
|
|
|
6.0
|
%
|
|||
Total risk-based capital
(to risk-weighted assets) |
|
$
|
341,534
|
|
|
14.03
|
%
|
|
$
|
194,808
|
|
|
8.0
|
%
|
|
$
|
243,511
|
|
|
10.0
|
%
|
|
|
At December 31, 2013
|
|||||||||||||||||||
HomeStreet Bank
|
|
Actual
|
|
For Minimum Capital
Adequacy Purposes |
|
To Be Categorized As
“Well Capitalized” Under Prompt Corrective Action Provisions |
|||||||||||||||
(in thousands)
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Tier 1 leverage capital
(to average assets) |
|
$
|
291,673
|
|
|
9.96
|
%
|
|
$
|
117,182
|
|
|
4.0
|
%
|
|
$
|
146,478
|
|
|
5.0
|
%
|
Tier 1 risk-based capital
(to risk-weighted assets) |
|
291,673
|
|
|
14.12
|
%
|
|
81,708
|
|
|
4.0
|
%
|
|
122,562
|
|
|
6.0
|
%
|
|||
Total risk-based capital
(to risk-weighted assets) |
|
$
|
315,762
|
|
|
15.28
|
%
|
|
$
|
163,415
|
|
|
8.0
|
%
|
|
$
|
204,269
|
|
|
10.0
|
%
|
ITEM 7A
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
•
|
understanding the nature and level of the Company's interest rate risk and interest rate sensitivity;
|
•
|
assessing how that risk fits within our overall business strategies;
|
•
|
ensuring an appropriate level of rigor and sophistication in the risk management process for the overall level of risk;
|
•
|
complying with and reviewing the asset/liability management policy; and
|
•
|
formulating and implementing strategies to improve balance sheet mix and earnings.
|
|
December 31, 2015
|
||||||||||||||||||||||||||||||
(dollars in thousands)
|
3 Mos.
or Less
|
|
More Than
3 Mos.
to 6 Mos.
|
|
More Than
6 Mos.
to 12 Mos.
|
|
More Than
12 Mos.
to 3 Yrs.
|
|
More Than
3 Yrs.
to 5 Yrs.
|
|
More Than
5 Yrs.
|
|
Non-Rate-
Sensitive
|
|
Total
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest-earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cash & cash equivalents
|
$
|
32,684
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
32,684
|
|
FHLB Stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44,342
|
|
|
—
|
|
|
44,342
|
|
||||||||
Investment securities
(1)
|
40,598
|
|
|
37,849
|
|
|
56,198
|
|
|
94,644
|
|
|
72,908
|
|
|
269,967
|
|
|
—
|
|
|
572,164
|
|
||||||||
Mortgage loans held for sale
|
643,350
|
|
|
—
|
|
|
1
|
|
|
11
|
|
|
1,423
|
|
|
5,378
|
|
|
—
|
|
|
650,163
|
|
||||||||
Loans held for investment
(1)
|
814,502
|
|
|
214,820
|
|
|
346,350
|
|
|
888,720
|
|
|
494,677
|
|
|
433,651
|
|
|
—
|
|
|
3,192,720
|
|
||||||||
Total interest-earning assets
|
1,531,134
|
|
|
252,669
|
|
|
402,549
|
|
|
983,375
|
|
|
569,008
|
|
|
753,338
|
|
|
—
|
|
|
4,492,073
|
|
||||||||
Non-interest-earning assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
402,422
|
|
|
402,422
|
|
||||||||
Total assets
|
$
|
1,531,134
|
|
|
$
|
252,669
|
|
|
$
|
402,549
|
|
|
$
|
983,375
|
|
|
$
|
569,008
|
|
|
$
|
753,338
|
|
|
$
|
402,422
|
|
|
$
|
4,894,495
|
|
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
NOW accounts
(2)
|
$
|
408,477
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
408,477
|
|
Statement savings accounts
(2)
|
292,092
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
292,092
|
|
||||||||
Money market
accounts
(2)
|
1,155,464
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,155,464
|
|
||||||||
Certificates of deposit
|
172,084
|
|
|
114,445
|
|
|
149,715
|
|
|
137,967
|
|
|
41,599
|
|
|
117,082
|
|
|
—
|
|
|
732,892
|
|
||||||||
FHLB advances
|
937,569
|
|
|
—
|
|
|
25,000
|
|
|
40,000
|
|
|
10,000
|
|
|
5,590
|
|
|
—
|
|
|
1,018,159
|
|
||||||||
Long-term debt
(3)
|
61,857
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
61,857
|
|
||||||||
Total interest-bearing liabilities
|
3,027,543
|
|
|
114,445
|
|
|
174,715
|
|
|
177,967
|
|
|
51,599
|
|
|
122,672
|
|
|
—
|
|
|
3,668,941
|
|
||||||||
Non-interest bearing liabilities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
760,279
|
|
|
760,279
|
|
||||||||
Equity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
465,275
|
|
|
465,275
|
|
||||||||
Total liabilities and shareholders’ equity
|
$
|
3,027,543
|
|
|
$
|
114,445
|
|
|
$
|
174,715
|
|
|
$
|
177,967
|
|
|
$
|
51,599
|
|
|
$
|
122,672
|
|
|
$
|
1,225,554
|
|
|
$
|
4,894,495
|
|
Interest sensitivity gap
|
(1,496,409
|
)
|
|
138,224
|
|
|
227,834
|
|
|
805,408
|
|
|
517,409
|
|
|
630,666
|
|
|
|
|
|
||||||||||
Cumulative interest sensitivity gap
|
$
|
(1,496,409
|
)
|
|
$
|
(1,358,185
|
)
|
|
$
|
(1,130,351
|
)
|
|
$
|
(324,943
|
)
|
|
$
|
192,466
|
|
|
$
|
823,132
|
|
|
|
|
|
||||
Cumulative interest sensitivity gap as a percentage of total assets
|
(31
|
)%
|
|
(28
|
)%
|
|
(23
|
)%
|
|
(7
|
)%
|
|
4
|
%
|
|
17
|
%
|
|
|
|
|
||||||||||
Cumulative interest-earning assets as a percentage of cumulative interest-bearing liabilities
|
51
|
%
|
|
57
|
%
|
|
66
|
%
|
|
91
|
%
|
|
105
|
%
|
|
122
|
%
|
|
|
|
|
(1)
|
Based on contractual maturities, repricing dates and forecasted principal payments assuming normal amortization and, where applicable, prepayments.
|
(2)
|
Assumes 100% of interest-bearing non-maturity deposits are subject to repricing in three months or less.
|
(3)
|
Based on contractual maturity.
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||
Change in Interest Rates
(basis points)
|
|
Percentage Change
|
||||||||||
|
Net Interest Income
(1)
|
|
Net Portfolio Value
(2)
|
|
Net Interest Income
(1)
|
|
Net Portfolio Value
(2)
|
|||||
+200
|
|
(5.1
|
)%
|
|
(10.0
|
)%
|
|
(1.5
|
)%
|
|
(12.0
|
)%
|
+100
|
|
(2.6
|
)
|
|
(2.4
|
)
|
|
(0.1
|
)
|
|
(3.5
|
)
|
-100
|
|
0.1
|
|
|
(8.3
|
)
|
|
(3.4
|
)
|
|
(4.6
|
)
|
-200
|
|
(4.4
|
)%
|
|
(19.4
|
)%
|
|
(7.2
|
)%
|
|
(18.0
|
)%
|
(1)
|
This percentage change represents the impact to net interest income for a one-year period, assuming there is no change in the structure of the balance sheet.
|
(2)
|
This percentage change represents the impact to the net present value of equity, assuming there is no change in the structure of the balance sheet.
|
|
At December 31, 2015
|
||||||||||||||||||||||
|
Notional amount
|
|
Fair value
|
|
Hedged risk
(1)
|
||||||||||||||||||
(in thousands)
|
Asset
derivatives
|
|
Liability
derivatives
|
|
Asset
interest rate locks
|
|
Asset
loans held for sale
|
|
Asset
MSR
|
||||||||||||||
Forward sale commitments
|
$
|
1,069,102
|
|
|
$
|
1,885
|
|
|
$
|
(1,497
|
)
|
|
$
|
—
|
|
|
$
|
290
|
|
|
$
|
98
|
|
Interest rate swaptions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Interest rate lock commitments
|
594,360
|
|
|
17,719
|
|
|
(8
|
)
|
|
17,711
|
|
|
—
|
|
|
—
|
|
||||||
Interest rate swaps
|
1,109,350
|
|
|
8,670
|
|
|
(4,007
|
)
|
|
—
|
|
|
—
|
|
|
5,399
|
|
||||||
|
$
|
2,772,812
|
|
|
$
|
28,274
|
|
|
$
|
(5,512
|
)
|
|
$
|
17,711
|
|
|
$
|
290
|
|
|
$
|
5,497
|
|
(1)
|
Economic fair value hedge.
|
ITEM 8
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
|
At December 31,
|
||||||
(in thousands, except share data)
|
|
2015
|
|
2014
|
||||
|
|
|
|
|
||||
ASSETS
|
|
|
|
|
||||
Cash and cash equivalents (including interest-earning instruments of $2,079 and $10,271)
|
|
$
|
32,684
|
|
|
$
|
30,502
|
|
Investment securities (includes $541,151and $427,326 carried at fair value)
|
|
572,164
|
|
|
455,332
|
|
||
Loans held for sale (includes $632,273 and $610,350 carried at fair value)
|
|
650,163
|
|
|
621,235
|
|
||
Loans held for investment (net of allowance for loan losses of $29,278 and $22,021; includes $21,544 and $0 carried at fair value)
|
|
3,192,720
|
|
|
2,099,129
|
|
||
Mortgage servicing rights (includes $156,604 and $112,439 carried at fair value)
|
|
171,255
|
|
|
123,324
|
|
||
Other real estate owned
|
|
7,531
|
|
|
9,448
|
|
||
Federal Home Loan Bank stock, at cost
|
|
44,342
|
|
|
33,915
|
|
||
Premises and equipment, net
|
|
63,738
|
|
|
45,251
|
|
||
Goodwill
|
|
11,521
|
|
|
11,945
|
|
||
Other assets
|
|
148,377
|
|
|
105,009
|
|
||
Total assets
|
|
$
|
4,894,495
|
|
|
$
|
3,535,090
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
||||
Liabilities:
|
|
|
|
|
||||
Deposits
|
|
$
|
3,231,953
|
|
|
$
|
2,445,430
|
|
Federal Home Loan Bank advances
|
|
1,018,159
|
|
|
597,590
|
|
||
Federal funds purchased and securities sold under agreements to repurchase
|
|
—
|
|
|
50,000
|
|
||
Accounts payable and other liabilities
|
|
117,251
|
|
|
77,975
|
|
||
Long-term debt
|
|
61,857
|
|
|
61,857
|
|
||
Total liabilities
|
|
4,429,220
|
|
|
3,232,852
|
|
||
Commitments and contingencies (Note 13)
|
|
|
|
|
||||
Shareholders’ equity:
|
|
|
|
|
||||
Preferred stock, no par value, authorized 10,000 shares, issued and outstanding, 0 shares and 0 shares
|
|
—
|
|
|
—
|
|
||
Common stock, no par value, authorized 160,000,000, issued and outstanding, 22,076,534 shares and 14,856,611 shares
|
|
511
|
|
|
511
|
|
||
Additional paid-in capital
|
|
222,328
|
|
|
96,615
|
|
||
Retained earnings
|
|
244,885
|
|
|
203,566
|
|
||
Accumulated other comprehensive (loss) income
|
|
(2,449
|
)
|
|
1,546
|
|
||
Total shareholders' equity
|
|
465,275
|
|
|
302,238
|
|
||
Total liabilities and shareholders' equity
|
|
$
|
4,894,495
|
|
|
$
|
3,535,090
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands, except share data)
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
||||||
Interest income:
|
|
|
|
|
|
||||||
Loans
|
$
|
152,621
|
|
|
$
|
100,107
|
|
|
$
|
76,442
|
|
Investment securities
|
11,590
|
|
|
10,565
|
|
|
12,391
|
|
|||
Other
|
903
|
|
|
621
|
|
|
143
|
|
|||
|
165,114
|
|
|
111,293
|
|
|
88,976
|
|
|||
Interest expense:
|
|
|
|
|
|
||||||
Deposits
|
11,801
|
|
|
9,431
|
|
|
10,416
|
|
|||
Federal Home Loan Bank advances
|
3,668
|
|
|
1,980
|
|
|
1,532
|
|
|||
Federal funds purchased and securities sold under agreements to repurchase
|
8
|
|
|
22
|
|
|
11
|
|
|||
Long-term debt
|
1,104
|
|
|
1,120
|
|
|
2,546
|
|
|||
Other
|
195
|
|
|
71
|
|
|
27
|
|
|||
|
16,776
|
|
|
12,624
|
|
|
14,532
|
|
|||
Net interest income
|
148,338
|
|
|
98,669
|
|
|
74,444
|
|
|||
Provision (reversal of provision) for credit losses
|
6,100
|
|
|
(1,000
|
)
|
|
900
|
|
|||
Net interest income after provision for credit losses
|
142,238
|
|
|
99,669
|
|
|
73,544
|
|
|||
Noninterest income:
|
|
|
|
|
|
||||||
Net gain on mortgage loan origination and sale activities
|
236,388
|
|
|
144,122
|
|
|
164,712
|
|
|||
Mortgage servicing income
|
24,431
|
|
|
34,092
|
|
|
17,073
|
|
|||
Income from WMS Series LLC
|
1,624
|
|
|
101
|
|
|
704
|
|
|||
Loss on debt extinguishment
|
—
|
|
|
(573
|
)
|
|
—
|
|
|||
Depositor and other retail banking fees
|
5,881
|
|
|
3,572
|
|
|
3,172
|
|
|||
Insurance agency commissions
|
1,682
|
|
|
1,153
|
|
|
864
|
|
|||
Gain on sale of investment securities available for sale
|
2,406
|
|
|
2,358
|
|
|
1,772
|
|
|||
Bargain purchase gain
|
7,726
|
|
|
—
|
|
|
—
|
|
|||
Other
|
1,099
|
|
|
832
|
|
|
2,448
|
|
|||
|
281,237
|
|
|
185,657
|
|
|
190,745
|
|
|||
Noninterest expense:
|
|
|
|
|
|
||||||
Salaries and related costs
|
240,587
|
|
|
163,387
|
|
|
149,440
|
|
|||
General and administrative
|
58,745
|
|
|
42,833
|
|
|
40,366
|
|
|||
Legal
|
2,807
|
|
|
2,071
|
|
|
2,552
|
|
|||
Consulting
|
7,215
|
|
|
3,224
|
|
|
5,637
|
|
|||
Federal Deposit Insurance Corporation assessments
|
2,573
|
|
|
2,316
|
|
|
1,433
|
|
|||
Occupancy
|
24,927
|
|
|
18,598
|
|
|
13,765
|
|
|||
Information services
|
29,054
|
|
|
20,052
|
|
|
14,491
|
|
|||
Net cost (income) from operation and sale of other real estate owned
|
660
|
|
|
(470
|
)
|
|
1,811
|
|
|||
|
366,568
|
|
|
252,011
|
|
|
229,495
|
|
|||
Income before income taxes
|
56,907
|
|
|
33,315
|
|
|
34,794
|
|
|||
Income tax expense
|
15,588
|
|
|
11,056
|
|
|
10,985
|
|
|||
NET INCOME
|
$
|
41,319
|
|
|
$
|
22,259
|
|
|
$
|
23,809
|
|
Basic income per share
|
$
|
1.98
|
|
|
$
|
1.50
|
|
|
$
|
1.65
|
|
Diluted income per share
|
$
|
1.96
|
|
|
$
|
1.49
|
|
|
$
|
1.61
|
|
Dividends paid on common stock per share
|
$
|
—
|
|
|
$
|
0.11
|
|
|
$
|
0.33
|
|
Basic weighted average number of shares outstanding
|
20,818,045
|
|
|
14,800,689
|
|
|
14,412,059
|
|
|||
Diluted weighted average number of shares outstanding
|
21,059,201
|
|
|
14,961,081
|
|
|
14,798,168
|
|
|
The Year Ended December 31,
|
||||||||||
(in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
||||||
Net income
|
$
|
41,319
|
|
|
$
|
22,259
|
|
|
$
|
23,809
|
|
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
||||||
Unrealized (loss) gain on investment securities available for sale:
|
|
|
|
|
|
||||||
Unrealized holding (loss) gain arising during the year, net of tax (benefit) expense of $(713), $8,116 and $(10,786)
|
(1,325
|
)
|
|
15,072
|
|
|
(20,032
|
)
|
|||
Reclassification adjustment for net gains included in net income, net of tax (benefit) expense of ($264), $826 and $620
|
(2,670
|
)
|
|
(1,532
|
)
|
|
(1,152
|
)
|
|||
Other comprehensive (loss) income
|
(3,995
|
)
|
|
13,540
|
|
|
(21,184
|
)
|
|||
Comprehensive income
|
$
|
37,324
|
|
|
$
|
35,799
|
|
|
$
|
2,625
|
|
(in thousands, except share data)
|
Number
of shares
|
|
Common
stock
|
|
Additional
paid-in
capital
|
|
Retained
earnings
|
|
Accumulated
other
comprehensive
income (loss)
|
|
Total
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance, December 31, 2012
|
14,382,638
|
|
|
$
|
511
|
|
|
$
|
90,189
|
|
|
$
|
163,872
|
|
|
$
|
9,190
|
|
|
$
|
263,762
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
23,809
|
|
|
—
|
|
|
23,809
|
|
|||||
Dividends ($0.33 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,746
|
)
|
|
—
|
|
|
(4,746
|
)
|
|||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
4,097
|
|
|
—
|
|
|
—
|
|
|
4,097
|
|
|||||
Common stock issued
|
417,353
|
|
|
—
|
|
|
188
|
|
|
—
|
|
|
—
|
|
|
188
|
|
|||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,184
|
)
|
|
(21,184
|
)
|
|||||
Balance, December 31, 2013
|
14,799,991
|
|
|
511
|
|
|
94,474
|
|
|
182,935
|
|
|
(11,994
|
)
|
|
265,926
|
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
22,259
|
|
|
—
|
|
|
22,259
|
|
|||||
Dividends ($0.11 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,628
|
)
|
|
—
|
|
|
(1,628
|
)
|
|||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
1,767
|
|
|
—
|
|
|
—
|
|
|
1,767
|
|
|||||
Common stock issued
|
56,620
|
|
|
—
|
|
|
374
|
|
|
—
|
|
|
—
|
|
|
374
|
|
|||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,540
|
|
|
13,540
|
|
|||||
Balance, December 31, 2014
|
14,856,611
|
|
|
511
|
|
|
96,615
|
|
|
203,566
|
|
|
1,546
|
|
|
302,238
|
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
41,319
|
|
|
—
|
|
|
41,319
|
|
|||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
1,267
|
|
|
—
|
|
|
—
|
|
|
1,267
|
|
|||||
Common stock issued
|
7,219,923
|
|
|
—
|
|
|
124,446
|
|
|
—
|
|
|
—
|
|
|
124,446
|
|
|||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,995
|
)
|
|
(3,995
|
)
|
|||||
Balance, December 31, 2015
|
22,076,534
|
|
|
$
|
511
|
|
|
$
|
222,328
|
|
|
$
|
244,885
|
|
|
$
|
(2,449
|
)
|
|
$
|
465,275
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net income
|
$
|
41,319
|
|
|
$
|
22,259
|
|
|
23,809
|
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||||||
Depreciation, amortization and accretion
|
14,877
|
|
|
17,503
|
|
|
14,947
|
|
|||
Provision (reversal of provision) for credit losses
|
6,100
|
|
|
(1,000
|
)
|
|
900
|
|
|||
Fair value adjustment of loans held for sale
|
9,632
|
|
|
(15,350
|
)
|
|
23,776
|
|
|||
Fair value adjustment of loans held for investment
|
2,000
|
|
|
—
|
|
|
—
|
|
|||
Origination of mortgage servicing rights
|
(76,417
|
)
|
|
(46,492
|
)
|
|
(63,604
|
)
|
|||
Change in fair value of mortgage servicing rights
|
27,483
|
|
|
40,691
|
|
|
(5,134
|
)
|
|||
Net gain on sale of investment securities
|
(2,406
|
)
|
|
(2,358
|
)
|
|
(1,772
|
)
|
|||
Net gain on sale of loans originated as held for investment
|
(456
|
)
|
|
(4,586
|
)
|
|
—
|
|
|||
Net fair value adjustment, gain on sale and provision for losses on other real estate owned
|
176
|
|
|
(872
|
)
|
|
(337
|
)
|
|||
Loss on early retirement of long-term debt
|
—
|
|
|
573
|
|
|
—
|
|
|||
Loss on disposal of fixed assets
|
61
|
|
|
—
|
|
|
—
|
|
|||
Net deferred income tax expense (benefit)
|
16,389
|
|
|
(13,664
|
)
|
|
21,076
|
|
|||
Share-based compensation expense
|
1,060
|
|
|
1,516
|
|
|
1,498
|
|
|||
Bargain purchase gain
|
(7,726
|
)
|
|
—
|
|
|
—
|
|
|||
Origination of loans held for sale
|
(7,265,622
|
)
|
|
(3,795,111
|
)
|
|
(4,428,569
|
)
|
|||
Proceeds from sale of loans originated as held for sale
|
7,243,990
|
|
|
3,420,142
|
|
|
4,745,651
|
|
|||
Cash used by changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
(Increase) decrease in accounts receivable and other assets
|
(12,151
|
)
|
|
25,420
|
|
|
(11,212
|
)
|
|||
Increase (decrease) in accounts payable and other liabilities
|
10,002
|
|
|
2,693
|
|
|
(16,999
|
)
|
|||
Net cash provided by (used in) operating activities
|
8,311
|
|
|
(348,636
|
)
|
|
304,030
|
|
|||
|
|
|
|
|
|
||||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Purchase of investment securities
|
(247,713
|
)
|
|
(60,548
|
)
|
|
(317,695
|
)
|
|||
Proceeds from sale of investment securities
|
112,259
|
|
|
96,154
|
|
|
127,648
|
|
|||
Principal repayments and maturities of investment securities
|
36,798
|
|
|
24,013
|
|
|
70,962
|
|
|||
Proceeds from sale of other real estate owned
|
6,110
|
|
|
9,138
|
|
|
19,656
|
|
|||
Proceeds from sale of loans originated as held for investment
|
34,111
|
|
|
271,409
|
|
|
86,327
|
|
|||
Proceeds from sale of mortgage servicing rights
|
4,325
|
|
|
39,004
|
|
|
—
|
|
|||
Mortgage servicing rights purchased from others
|
(9
|
)
|
|
(19
|
)
|
|
(22
|
)
|
|||
Capital expenditures related to other real estate owned
|
—
|
|
|
—
|
|
|
(22
|
)
|
|||
Origination of loans held for investment and principal repayments, net
|
(476,062
|
)
|
|
(443,492
|
)
|
|
(447,873
|
)
|
|||
Purchase of property and equipment
|
(20,560
|
)
|
|
(19,898
|
)
|
|
(22,836
|
)
|
|||
Net cash acquired from acquisitions
|
132,407
|
|
|
—
|
|
|
23,971
|
|
|||
Net cash used in investing activities
|
(418,334
|
)
|
|
(84,239
|
)
|
|
(459,884
|
)
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Increase (decrease) in deposits, net
|
$
|
111,906
|
|
|
$
|
231,871
|
|
|
$
|
(27,129
|
)
|
Proceeds from Federal Home Loan Bank advances
|
10,618,900
|
|
|
6,704,054
|
|
|
5,847,392
|
|
|||
Repayment of Federal Home Loan Bank advances
|
(10,263,900
|
)
|
|
(6,553,054
|
)
|
|
(5,659,892
|
)
|
|||
Federal funds purchased and proceeds from securities sold under agreements to repurchase
|
82,204
|
|
|
108,308
|
|
|
159,790
|
|
|||
Repayment of securities sold under agreements to repurchase
|
(132,204
|
)
|
|
(58,308
|
)
|
|
(159,790
|
)
|
|||
Proceeds from Federal Home Loan Bank stock repurchase
|
153,657
|
|
|
1,373
|
|
|
1,319
|
|
|||
Purchase of Federal Home Loan Bank stock
|
(158,565
|
)
|
|
—
|
|
|
—
|
|
|||
Repayment of long-term debt
|
—
|
|
|
(3,527
|
)
|
|
—
|
|
|||
Dividends paid
|
—
|
|
|
(1,628
|
)
|
|
—
|
|
|||
Proceeds from stock issuance, net
|
178
|
|
|
130
|
|
|
188
|
|
|||
Excess tax benefit related to the exercise of stock options
|
29
|
|
|
250
|
|
|
2,599
|
|
|||
Net cash provided by financing activities
|
412,205
|
|
|
429,469
|
|
|
164,477
|
|
|||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
2,182
|
|
|
(3,406
|
)
|
|
8,623
|
|
|||
CASH AND CASH EQUIVALENTS:
|
|
|
|
|
|
||||||
Beginning of year
|
30,502
|
|
|
33,908
|
|
|
25,285
|
|
|||
End of period
|
$
|
32,684
|
|
|
$
|
30,502
|
|
|
$
|
33,908
|
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
|
|
|
|
|
|
||||||
Cash paid during the period for:
|
|
|
|
|
|
||||||
Interest paid
|
$
|
16,647
|
|
|
$
|
14,271
|
|
|
$
|
28,373
|
|
Federal and state income taxes paid, net of refunds
|
11,328
|
|
|
6,626
|
|
|
6,799
|
|
|||
Non-cash activities:
|
|
|
|
|
|
||||||
Loans held for investment foreclosed and transferred to other real estate owned
|
4,396
|
|
|
5,556
|
|
|
12,807
|
|
|||
Loans transferred from held for investment to held for sale
|
76,178
|
|
|
310,455
|
|
|
93,567
|
|
|||
Loans transferred from held for sale to held for investment
|
25,668
|
|
|
92,668
|
|
|
—
|
|
|||
Ginnie Mae loans recognized with the right to repurchase, net
|
7,857
|
|
|
6,840
|
|
|
6,360
|
|
|||
Receivable from sale of mortgage servicing rights
|
—
|
|
|
4,244
|
|
|
—
|
|
|||
Simplicity acquisition:
|
|
|
|
|
|
||||||
Assets acquired, excluding cash acquired
|
738,279
|
|
|
—
|
|
|
—
|
|
|||
Liabilities assumed
|
718,916
|
|
|
—
|
|
|
—
|
|
|||
Bargain purchase gain
|
7,345
|
|
|
—
|
|
|
—
|
|
|||
Common stock issued
|
$
|
124,214
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(in thousands)
|
|
March 1, 2015
|
|||||
|
|
|
|
|
|||
Fair value consideration paid to Simplicity shareholders:
|
|
|
|
|
|||
Cash paid (79,399 stock options, consideration based on intrinsic value at a calculated price of $17.53)
|
|
|
|
$
|
471
|
|
|
Fair value of common shares issued (7,180,005 shares at $17.30 per share)
|
|
|
|
124,214
|
|
||
Total purchase price
|
|
|
|
$
|
124,685
|
|
|
Fair value of assets acquired:
|
|
|
|
|
|||
Cash and cash equivalents
|
|
112,667
|
|
|
|
||
Investment securities
|
|
26,845
|
|
|
|
||
Acquired loans
|
|
664,148
|
|
|
|
||
Mortgage servicing rights
|
|
980
|
|
|
|
||
Federal Home Loan Bank stock
|
|
5,520
|
|
|
|
||
Premises and equipment
|
|
2,966
|
|
|
|
||
Bank-owned life insurance
|
|
14,501
|
|
|
|
||
Core deposit intangibles
|
|
7,450
|
|
|
|
||
Accounts receivable and other assets
|
|
15,869
|
|
|
|
||
Total assets acquired
|
|
850,946
|
|
|
|
||
|
|
|
|
|
|||
Fair value of liabilities assumed:
|
|
|
|
|
|||
Deposits
|
|
651,202
|
|
|
|
||
Federal Home Loan Bank advances
|
|
65,855
|
|
|
|
||
Accounts payable and accrued expenses
|
|
1,859
|
|
|
|
||
Total liabilities assumed
|
|
718,916
|
|
|
|
||
Net assets acquired
|
|
|
|
$
|
132,030
|
|
|
Bargain purchase (gain)
|
|
|
|
|
$
|
(7,345
|
)
|
|
Year Ended December 31,
|
||||||
(in thousands)
|
2015
|
|
2014
|
||||
|
|
|
|
||||
Noninterest expense
|
|
|
|
||||
Salaries and related costs
|
$
|
7,669
|
|
|
$
|
23
|
|
General and administrative
|
1,256
|
|
|
179
|
|
||
Legal
|
530
|
|
|
245
|
|
||
Consulting
|
5,539
|
|
|
388
|
|
||
Occupancy
|
335
|
|
|
4
|
|
||
Information services
|
481
|
|
|
50
|
|
||
Total noninterest expense
|
$
|
15,810
|
|
|
$
|
889
|
|
|
Year Ended December 31,
|
||||||
(in thousands, except share data)
|
2015
|
|
2014
|
||||
|
|
|
|
||||
|
|
|
|
||||
Net interest income
|
$
|
152,828
|
|
|
$
|
129,975
|
|
Provision (reversal of provision) for credit losses
|
6,100
|
|
|
(2,150
|
)
|
||
Total noninterest income
|
274,652
|
|
|
198,489
|
|
||
Total noninterest expense
|
358,931
|
|
|
293,399
|
|
||
|
|
|
|
||||
Net income
|
$
|
43,997
|
|
|
$
|
27,621
|
|
|
|
|
|
||||
Basic income per share
|
$
|
2.00
|
|
|
$
|
1.27
|
|
Diluted income per share
|
$
|
1.98
|
|
|
$
|
1.26
|
|
Basic weighted average number of shares outstanding
|
22,038,157
|
|
|
21,714,874
|
|
||
Diluted weighted average number of shares outstanding
|
22,230,119
|
|
|
21,901,347
|
|
|
At December 31, 2015
|
|||||||||||||||||||
HomeStreet Bank
|
Actual
|
|
For Minimum Capital
Adequacy Purposes
|
|
To Be Categorized As
“Well Capitalized” Under
Prompt Corrective
Action Provisions
|
|||||||||||||||
(in thousands)
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Tier 1 leverage capital
(to average assets) |
$
|
455,101
|
|
|
9.46
|
%
|
|
$
|
192,428
|
|
|
4.0
|
%
|
|
$
|
240,536
|
|
|
5.0
|
%
|
Common equity risk-based capital (to risk-weighted assets)
|
455,101
|
|
|
13.04
|
|
|
157,074
|
|
|
4.5
|
|
|
226,885
|
|
|
6.5
|
|
|||
Tier 1 risk-based capital
(to risk-weighted assets) |
455,101
|
|
|
13.04
|
|
|
209,432
|
|
|
6.0
|
|
|
279,243
|
|
|
8.0
|
|
|||
Total risk-based capital
(to risk-weighted assets) |
$
|
485,761
|
|
|
13.92
|
%
|
|
$
|
279,243
|
|
|
8.0
|
%
|
|
$
|
349,054
|
|
|
10.0
|
%
|
|
At December 31, 2015
|
|||||||||||||||||||
HomeStreet, Inc.
|
Actual
|
|
For Minimum Capital
Adequacy Purposes
|
|
To Be Categorized As
“Well Capitalized” Under
Prompt Corrective
Action Provisions
|
|||||||||||||||
(in thousands)
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Tier 1 leverage capital
(to average assets) |
$
|
480,038
|
|
|
9.95
|
%
|
|
$
|
193,025
|
|
|
4.0
|
%
|
|
$
|
241,281
|
|
|
5.0
|
%
|
Common equity risk-based capital (to risk-weighted assets)
|
423,005
|
|
|
10.52
|
|
|
180,912
|
|
|
4.5
|
|
|
261,317
|
|
|
6.5
|
|
|||
Tier 1 risk-based capital
(to risk-weighted assets) |
480,038
|
|
|
11.94
|
|
|
241,216
|
|
|
6.0
|
|
|
321,621
|
|
|
8.0
|
|
|||
Total risk-based capital
(to risk-weighted assets) |
$
|
510,697
|
|
|
12.70
|
%
|
|
$
|
321,621
|
|
|
8.0
|
%
|
|
$
|
402,026
|
|
|
10.0
|
%
|
|
At December 31, 2014
|
|||||||||||||||||||
HomeStreet Bank
|
Actual
|
|
For Minimum Capital
Adequacy Purposes
|
|
To Be Categorized As
“Well Capitalized” Under
Prompt Corrective
Action Provisions
|
|||||||||||||||
(in thousands)
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Tier 1 leverage capital
(to average assets) |
$
|
319,010
|
|
|
9.38
|
%
|
|
$
|
136,058
|
|
|
4.0
|
%
|
|
$
|
170,072
|
|
|
5.0
|
%
|
Tier 1 risk-based capital
(to risk-weighted assets)
|
319,010
|
|
|
13.10
|
|
|
97,404
|
|
|
4.0
|
|
|
146,106
|
|
|
6.0
|
|
|||
Total risk-based capital
(to risk-weighted assets) |
$
|
341,534
|
|
|
14.03
|
%
|
|
$
|
194,808
|
|
|
8.0
|
%
|
|
$
|
243,511
|
|
|
10.0
|
%
|
|
At December 31, 2015
|
||||||||||||||
(in thousands)
|
Amortized
cost
|
|
Gross
unrealized
gains
|
|
Gross
unrealized
losses
|
|
Fair
value
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Mortgage-backed securities:
|
|
|
|
|
|
|
|
||||||||
Residential
|
$
|
69,342
|
|
|
$
|
19
|
|
|
$
|
(1,260
|
)
|
|
$
|
68,101
|
|
Commercial
|
18,142
|
|
|
14
|
|
|
(305
|
)
|
|
17,851
|
|
||||
Municipal bonds
|
168,722
|
|
|
3,460
|
|
|
(313
|
)
|
|
171,869
|
|
||||
Collateralized mortgage obligations:
|
|
|
|
|
|
|
|
||||||||
Residential
|
86,167
|
|
|
32
|
|
|
(1,702
|
)
|
|
84,497
|
|
||||
Commercial
|
80,190
|
|
|
43
|
|
|
(1,100
|
)
|
|
79,133
|
|
||||
Corporate debt securities
|
81,280
|
|
|
125
|
|
|
(2,669
|
)
|
|
78,736
|
|
||||
U.S. Treasury securities
|
41,047
|
|
|
—
|
|
|
(83
|
)
|
|
40,964
|
|
||||
|
$
|
544,890
|
|
|
$
|
3,693
|
|
|
$
|
(7,432
|
)
|
|
$
|
541,151
|
|
|
At December 31, 2014
|
||||||||||||||
(in thousands)
|
Amortized
cost |
|
Gross
unrealized gains |
|
Gross
unrealized losses |
|
Fair
value |
||||||||
|
|
|
|
|
|
|
|
||||||||
Mortgage-backed securities:
|
|
|
|
|
|
|
|
||||||||
Residential
|
$
|
107,624
|
|
|
$
|
509
|
|
|
$
|
(853
|
)
|
|
$
|
107,280
|
|
Commercial
|
13,030
|
|
|
641
|
|
|
—
|
|
|
13,671
|
|
||||
Municipal bonds
|
119,744
|
|
|
2,847
|
|
|
(257
|
)
|
|
122,334
|
|
||||
Collateralized mortgage obligations:
|
|
|
|
|
|
|
|
||||||||
Residential
|
44,254
|
|
|
161
|
|
|
(1,249
|
)
|
|
43,166
|
|
||||
Commercial
|
20,775
|
|
|
—
|
|
|
(289
|
)
|
|
20,486
|
|
||||
Corporate debt securities
|
80,214
|
|
|
296
|
|
|
(1,110
|
)
|
|
79,400
|
|
||||
U.S. Treasury securities
|
40,976
|
|
|
13
|
|
|
—
|
|
|
40,989
|
|
||||
|
$
|
426,617
|
|
|
$
|
4,467
|
|
|
$
|
(3,758
|
)
|
|
$
|
427,326
|
|
|
At December 31, 2015
|
||||||||||||||||||||||
|
Less than 12 months
|
|
12 months or more
|
|
Total
|
||||||||||||||||||
(in thousands)
|
Gross
unrealized
losses
|
|
Fair
value
|
|
Gross
unrealized
losses
|
|
Fair
value
|
|
Gross
unrealized
losses
|
|
Fair
value
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential
|
$
|
(572
|
)
|
|
$
|
36,477
|
|
|
$
|
(688
|
)
|
|
$
|
21,119
|
|
|
$
|
(1,260
|
)
|
|
$
|
57,596
|
|
Commercial
|
(305
|
)
|
|
16,072
|
|
|
—
|
|
|
—
|
|
|
(305
|
)
|
|
16,072
|
|
||||||
Municipal bonds
|
(211
|
)
|
|
21,302
|
|
|
(101
|
)
|
|
5,839
|
|
|
(312
|
)
|
|
27,141
|
|
||||||
Collateralized mortgage obligations:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential
|
(673
|
)
|
|
50,490
|
|
|
(1,029
|
)
|
|
26,028
|
|
|
(1,702
|
)
|
|
76,518
|
|
||||||
Commercial
|
(986
|
)
|
|
60,812
|
|
|
(115
|
)
|
|
4,348
|
|
|
(1,101
|
)
|
|
65,160
|
|
||||||
Corporate debt securities
|
(1,142
|
)
|
|
36,953
|
|
|
(1,527
|
)
|
|
27,405
|
|
|
(2,669
|
)
|
|
64,358
|
|
||||||
U.S. Treasury securities
|
(83
|
)
|
|
40,964
|
|
|
—
|
|
|
—
|
|
|
(83
|
)
|
|
40,964
|
|
||||||
|
$
|
(3,972
|
)
|
|
$
|
263,070
|
|
|
$
|
(3,460
|
)
|
|
$
|
84,739
|
|
|
$
|
(7,432
|
)
|
|
$
|
347,809
|
|
|
At December 31, 2014
|
||||||||||||||||||||||
|
Less than 12 months
|
|
12 months or more
|
|
Total
|
||||||||||||||||||
(in thousands)
|
Gross
unrealized losses |
|
Fair
value |
|
Gross
unrealized losses |
|
Fair
value |
|
Gross
unrealized losses |
|
Fair
value |
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(853
|
)
|
|
$
|
57,242
|
|
|
$
|
(853
|
)
|
|
$
|
57,242
|
|
Municipal bonds
|
(11
|
)
|
|
2,339
|
|
|
(246
|
)
|
|
17,155
|
|
|
(257
|
)
|
|
19,494
|
|
||||||
Collateralized mortgage obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential
|
—
|
|
|
—
|
|
|
(1,249
|
)
|
|
31,021
|
|
|
(1,249
|
)
|
|
31,021
|
|
||||||
Commercial
|
(29
|
)
|
|
5,037
|
|
|
(260
|
)
|
|
15,449
|
|
|
(289
|
)
|
|
20,486
|
|
||||||
Corporate debt securities
|
(56
|
)
|
|
13,140
|
|
|
(1,054
|
)
|
|
40,997
|
|
|
(1,110
|
)
|
|
54,137
|
|
||||||
|
$
|
(96
|
)
|
|
$
|
20,516
|
|
|
$
|
(3,662
|
)
|
|
$
|
161,864
|
|
|
$
|
(3,758
|
)
|
|
$
|
182,380
|
|
|
At December 31, 2015
|
|||||||||||||||||||||||||||||||||
|
Within one year
|
|
After one year
through five years
|
|
After five years
through ten years
|
|
After
ten years
|
|
Total
|
|||||||||||||||||||||||||
(in thousands)
|
Fair
Value
|
|
Weighted
Average
Yield
|
|
Fair
Value
|
|
Weighted
Average
Yield
|
|
Fair
Value
|
|
Weighted
Average
Yield
|
|
Fair
Value
|
|
Weighted
Average
Yield
|
|
Fair
Value
|
|
Weighted
Average
Yield
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Residential
|
$
|
—
|
|
|
—
|
%
|
|
$
|
4
|
|
|
0.39
|
%
|
|
$
|
3,176
|
|
|
1.63
|
%
|
|
$
|
64,921
|
|
|
1.88
|
%
|
|
$
|
68,101
|
|
|
1.87
|
%
|
Commercial
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,851
|
|
|
2.20
|
|
|
—
|
|
|
—
|
|
|
17,851
|
|
|
2.20
|
|
|||||
Municipal bonds
|
510
|
|
|
2.09
|
|
|
8,828
|
|
|
3.33
|
|
|
31,806
|
|
|
3.16
|
|
|
130,725
|
|
|
3.99
|
|
|
171,869
|
|
|
3.79
|
|
|||||
Collateralized mortgage obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Residential
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
153
|
|
|
0.92
|
|
|
84,344
|
|
|
1.74
|
|
|
84,497
|
|
|
1.74
|
|
|||||
Commercial
|
—
|
|
|
—
|
|
|
5,354
|
|
|
1.87
|
|
|
56,506
|
|
|
2.29
|
|
|
17,273
|
|
|
1.87
|
|
|
79,133
|
|
|
2.17
|
|
|||||
Corporate debt securities
|
—
|
|
|
—
|
|
|
10,413
|
|
|
2.70
|
|
|
38,291
|
|
|
3.20
|
|
|
30,032
|
|
|
3.64
|
|
|
78,736
|
|
|
3.31
|
|
|||||
U.S. Treasury securities
|
39,971
|
|
|
0.39
|
|
|
993
|
|
|
0.63
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40,964
|
|
|
0.40
|
|
|||||
Total available for sale
|
$
|
40,481
|
|
|
0.41
|
%
|
|
$
|
25,592
|
|
|
2.65
|
%
|
|
$
|
147,783
|
|
|
2.69
|
%
|
|
$
|
327,295
|
|
|
2.83
|
%
|
|
$
|
541,151
|
|
|
2.60
|
%
|
|
At December 31, 2014
|
|||||||||||||||||||||||||||||||||
|
Within one year
|
|
After one year
through five years
|
|
After five years
through ten years
|
|
After
ten years
|
|
Total
|
|||||||||||||||||||||||||
(in thousands)
|
Fair
Value
|
|
Weighted
Average
Yield
|
|
Fair
Value
|
|
Weighted
Average
Yield
|
|
Fair
Value
|
|
Weighted
Average
Yield
|
|
Fair
Value
|
|
Weighted
Average
Yield
|
|
Fair
Value
|
|
Weighted
Average
Yield
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Residential
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
6,949
|
|
|
1.72
|
%
|
|
$
|
100,331
|
|
|
1.75
|
%
|
|
$
|
107,280
|
|
|
1.75
|
%
|
Commercial
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,671
|
|
|
4.75
|
|
|
13,671
|
|
|
4.75
|
|
|||||
Municipal bonds
|
—
|
|
|
—
|
|
|
604
|
|
|
4.10
|
|
|
23,465
|
|
|
3.55
|
|
|
98,265
|
|
|
4.21
|
|
|
122,334
|
|
|
4.09
|
|
|||||
Collateralized mortgage obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Residential
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
43,166
|
|
|
1.84
|
|
|
43,166
|
|
|
1.84
|
|
|||||
Commercial
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,776
|
|
|
1.96
|
|
|
10,710
|
|
|
1.99
|
|
|
20,486
|
|
|
1.97
|
|
|||||
Corporate debt securities
|
—
|
|
|
—
|
|
|
9,000
|
|
|
2.21
|
|
|
38,487
|
|
|
3.35
|
|
|
31,913
|
|
|
3.73
|
|
|
79,400
|
|
|
3.37
|
|
|||||
U.S. Treasury securities
|
25,998
|
|
|
0.28
|
|
|
14,991
|
|
|
0.46
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40,989
|
|
|
0.35
|
|
|||||
Total available for sale
|
$
|
25,998
|
|
|
0.28
|
%
|
|
$
|
24,595
|
|
|
1.19
|
%
|
|
$
|
78,677
|
|
|
3.09
|
%
|
|
$
|
298,056
|
|
|
2.92
|
%
|
|
$
|
427,326
|
|
|
2.69
|
%
|
|
At December 31,
|
||||||
(in thousands)
|
2015
|
|
2014
|
||||
|
|
|
|
||||
Consumer loans
|
|
|
|
||||
Single family
|
$
|
1,203,180
|
|
(1)
|
$
|
896,665
|
|
Home equity and other
|
256,373
|
|
|
135,598
|
|
||
|
1,459,553
|
|
|
1,032,263
|
|
||
Commercial loans
|
|
|
|
||||
Commercial real estate
|
600,703
|
|
|
523,464
|
|
||
Multifamily
|
426,557
|
|
|
55,088
|
|
||
Construction/land development
|
583,160
|
|
|
367,934
|
|
||
Commercial business
|
154,262
|
|
|
147,449
|
|
||
|
1,764,682
|
|
|
1,093,935
|
|
||
|
3,224,235
|
|
|
2,126,198
|
|
||
Net deferred loan fees and costs
|
(2,237
|
)
|
|
(5,048
|
)
|
||
|
3,221,998
|
|
|
2,121,150
|
|
||
Allowance for loan losses
|
(29,278
|
)
|
|
(22,021
|
)
|
||
|
$
|
3,192,720
|
|
|
$
|
2,099,129
|
|
(1)
|
Includes
$21.5 million
of loans where a fair value option election was made at the time of origination and, therefore, are carried at fair value with changes recognized in the consolidated statements of operations.
|
|
Year Ended December 31,
|
||||||
(in thousands)
|
2015
|
|
2014
|
||||
|
|
|
|
||||
Beginning balance, January 1
|
$
|
5,500
|
|
|
$
|
9,738
|
|
New loans
|
181
|
|
|
—
|
|
||
Principal repayments and advances, net
|
(1,170
|
)
|
|
(4,238
|
)
|
||
Ending balance, December 31
|
$
|
4,511
|
|
|
$
|
5,500
|
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
|
||||||
Allowance for credit losses (roll-forward):
|
|
|
|
|
|
|
||||||
Beginning balance
|
|
$
|
22,524
|
|
|
$
|
24,089
|
|
|
$
|
27,751
|
|
Provision (reversal of provision) for credit losses
|
|
6,100
|
|
|
(1,000
|
)
|
|
900
|
|
|||
(Charge-offs), net of recoveries
|
|
2,035
|
|
|
(565
|
)
|
|
(4,562
|
)
|
|||
Ending balance
|
|
$
|
30,659
|
|
|
$
|
22,524
|
|
|
$
|
24,089
|
|
Components:
|
|
|
|
|
|
|
||||||
Allowance for loan losses
|
|
$
|
29,278
|
|
|
$
|
22,021
|
|
|
$
|
23,908
|
|
Allowance for unfunded commitments
|
|
1,381
|
|
|
503
|
|
|
181
|
|
|||
Allowance for credit losses
|
|
$
|
30,659
|
|
|
$
|
22,524
|
|
|
$
|
24,089
|
|
|
Year Ended December 31, 2015
|
||||||||||||||||||
(in thousands)
|
Beginning
balance |
|
Charge-offs
|
|
Recoveries
|
|
(Reversal of) Provision
|
|
Ending
balance |
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Consumer loans
|
|
|
|
|
|
|
|
|
|
||||||||||
Single family
|
$
|
9,447
|
|
|
$
|
(284
|
)
|
|
$
|
623
|
|
|
$
|
(844
|
)
|
|
$
|
8,942
|
|
Home equity and other
|
3,322
|
|
|
(601
|
)
|
|
288
|
|
|
1,611
|
|
|
4,620
|
|
|||||
|
12,769
|
|
|
(885
|
)
|
|
911
|
|
|
767
|
|
|
13,562
|
|
|||||
Commercial loans
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial real estate
|
3,846
|
|
|
(16
|
)
|
|
—
|
|
|
1,017
|
|
|
4,847
|
|
|||||
Multifamily
|
673
|
|
|
(149
|
)
|
|
149
|
|
|
521
|
|
|
1,194
|
|
|||||
Construction/land development
|
3,818
|
|
|
—
|
|
|
2,193
|
|
|
3,260
|
|
|
9,271
|
|
|||||
Commercial business
|
1,418
|
|
|
(329
|
)
|
|
161
|
|
|
535
|
|
|
1,785
|
|
|||||
|
9,755
|
|
|
(494
|
)
|
|
2,503
|
|
|
5,333
|
|
|
17,097
|
|
|||||
Total allowance for credit losses
|
$
|
22,524
|
|
|
$
|
(1,379
|
)
|
|
$
|
3,414
|
|
|
$
|
6,100
|
|
|
$
|
30,659
|
|
|
Year Ended December 31, 2014
|
||||||||||||||||||
(in thousands)
|
Beginning
balance |
|
Charge-offs
|
|
Recoveries
|
|
(Reversal of) Provision
|
|
Ending
balance |
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Consumer loans
|
|
|
|
|
|
|
|
|
|
||||||||||
Single family
|
$
|
11,990
|
|
|
$
|
(907
|
)
|
|
$
|
139
|
|
|
$
|
(1,775
|
)
|
|
$
|
9,447
|
|
Home equity and other
|
3,987
|
|
|
(953
|
)
|
|
566
|
|
|
(278
|
)
|
|
3,322
|
|
|||||
|
15,977
|
|
|
(1,860
|
)
|
|
705
|
|
|
(2,053
|
)
|
|
12,769
|
|
|||||
Commercial loans
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial real estate
|
4,012
|
|
|
(52
|
)
|
|
493
|
|
|
(607
|
)
|
|
3,846
|
|
|||||
Multifamily
|
942
|
|
|
—
|
|
|
—
|
|
|
(269
|
)
|
|
673
|
|
|||||
Construction/land development
|
1,414
|
|
|
—
|
|
|
516
|
|
|
1,888
|
|
|
3,818
|
|
|||||
Commercial business
|
1,744
|
|
|
(596
|
)
|
|
229
|
|
|
41
|
|
|
1,418
|
|
|||||
|
8,112
|
|
|
(648
|
)
|
|
1,238
|
|
|
1,053
|
|
|
9,755
|
|
|||||
Total allowance for credit losses
|
$
|
24,089
|
|
|
$
|
(2,508
|
)
|
|
$
|
1,943
|
|
|
$
|
(1,000
|
)
|
|
$
|
22,524
|
|
|
At December 31, 2015
|
|
||||||||||||||||||||||
(in thousands)
|
Allowance:
collectively
evaluated for
impairment
|
|
Allowance:
individually
evaluated for
impairment
|
|
Total
|
|
Loans:
collectively
evaluated for
impairment
|
|
Loans:
individually
evaluated for
impairment
|
|
Total
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Consumer loans
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family
|
$
|
8,723
|
|
|
$
|
219
|
|
|
$
|
8,942
|
|
|
$
|
1,101,891
|
|
|
$
|
79,745
|
|
|
$
|
1,181,636
|
|
|
Home equity and other
|
4,545
|
|
|
75
|
|
|
4,620
|
|
|
254,762
|
|
|
1,611
|
|
|
256,373
|
|
|
||||||
|
13,268
|
|
|
294
|
|
|
13,562
|
|
|
1,356,653
|
|
|
81,356
|
|
|
1,438,009
|
|
|
||||||
Commercial loans
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial real estate
|
4,847
|
|
|
—
|
|
|
4,847
|
|
|
597,571
|
|
|
3,132
|
|
|
600,703
|
|
|
||||||
Multifamily
|
1,194
|
|
|
—
|
|
|
1,194
|
|
|
423,424
|
|
|
3,133
|
|
|
426,557
|
|
|
||||||
Construction/land development
|
9,271
|
|
|
—
|
|
|
9,271
|
|
|
579,446
|
|
|
3,714
|
|
|
583,160
|
|
|
||||||
Commercial business
|
1,512
|
|
|
273
|
|
|
1,785
|
|
|
151,924
|
|
|
2,338
|
|
|
154,262
|
|
|
||||||
|
16,824
|
|
|
273
|
|
|
17,097
|
|
|
1,752,365
|
|
|
12,317
|
|
|
1,764,682
|
|
|
||||||
Total loans evaluated for impairment
|
30,092
|
|
|
567
|
|
|
30,659
|
|
|
3,109,018
|
|
|
93,673
|
|
|
3,202,691
|
|
|
||||||
Loans held for investment carried at fair value
|
|
|
|
|
|
|
|
|
|
|
21,544
|
|
(1)
|
|||||||||||
Total loans held for investment
|
$
|
30,092
|
|
|
$
|
567
|
|
|
$
|
30,659
|
|
|
$
|
3,109,018
|
|
|
$
|
93,673
|
|
|
$
|
3,224,235
|
|
|
(1)
|
Comprised of single family loans where a fair value option election was made at the time of origination and, therefore, are carried at fair value with changes recognized in the consolidated statements of operations.
|
|
At December 31, 2014
|
||||||||||||||||||||||
(in thousands)
|
Allowance:
collectively
evaluated for
impairment
|
|
Allowance:
individually
evaluated for
impairment
|
|
Total
|
|
Loans:
collectively
evaluated for
impairment
|
|
Loans:
individually
evaluated for
impairment
|
|
Total
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Consumer loans
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family
|
$
|
8,743
|
|
|
$
|
704
|
|
|
$
|
9,447
|
|
|
$
|
818,783
|
|
|
$
|
77,882
|
|
|
$
|
896,665
|
|
Home equity and other
|
3,165
|
|
|
157
|
|
|
3,322
|
|
|
132,937
|
|
|
2,661
|
|
|
135,598
|
|
||||||
|
11,908
|
|
|
861
|
|
|
12,769
|
|
|
951,720
|
|
|
80,543
|
|
|
1,032,263
|
|
||||||
Commercial loans
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial real estate
|
3,806
|
|
|
40
|
|
|
3,846
|
|
|
496,685
|
|
|
26,779
|
|
|
523,464
|
|
||||||
Multifamily
|
312
|
|
|
361
|
|
|
673
|
|
|
52,011
|
|
|
3,077
|
|
|
55,088
|
|
||||||
Construction/land development
|
3,818
|
|
|
—
|
|
|
3,818
|
|
|
362,487
|
|
|
5,447
|
|
|
367,934
|
|
||||||
Commercial business
|
974
|
|
|
444
|
|
|
1,418
|
|
|
144,071
|
|
|
3,378
|
|
|
147,449
|
|
||||||
|
8,910
|
|
|
845
|
|
|
9,755
|
|
|
1,055,254
|
|
|
38,681
|
|
|
1,093,935
|
|
||||||
Total
|
$
|
20,818
|
|
|
$
|
1,706
|
|
|
$
|
22,524
|
|
|
$
|
2,006,974
|
|
|
$
|
119,224
|
|
|
$
|
2,126,198
|
|
|
At December 31, 2015
|
||||||||||
(in thousands)
|
Recorded
investment
(1)
|
|
Unpaid
principal
balance
(2)
|
|
Related
allowance
|
||||||
|
|
|
|
|
|
||||||
With no related allowance recorded:
|
|
|
|
|
|
||||||
Consumer loans
|
|
|
|
|
|
||||||
Single family
|
$
|
78,240
|
|
|
$
|
80,486
|
|
|
$
|
—
|
|
Home equity and other
|
955
|
|
|
1,033
|
|
|
—
|
|
|||
|
79,195
|
|
|
81,519
|
|
|
—
|
|
|||
Commercial loans
|
|
|
|
|
|
||||||
Commercial real estate
|
3,132
|
|
|
3,421
|
|
|
—
|
|
|||
Multifamily
|
3,133
|
|
|
3,429
|
|
|
—
|
|
|||
Construction/land development
|
3,714
|
|
|
4,214
|
|
|
—
|
|
|||
Commercial business
|
1,373
|
|
|
1,475
|
|
|
—
|
|
|||
|
11,352
|
|
|
12,539
|
|
|
—
|
|
|||
|
$
|
90,547
|
|
|
$
|
94,058
|
|
|
$
|
—
|
|
With an allowance recorded:
|
|
|
|
|
|
||||||
Consumer loans
|
|
|
|
|
|
||||||
Single family
|
$
|
1,505
|
|
|
$
|
1,618
|
|
|
$
|
219
|
|
Home equity and other
|
656
|
|
|
656
|
|
|
75
|
|
|||
|
2,161
|
|
|
2,274
|
|
|
294
|
|
|||
Commercial loans
|
|
|
|
|
|
||||||
Commercial business
|
965
|
|
|
1,019
|
|
|
273
|
|
|||
|
965
|
|
|
1,019
|
|
|
273
|
|
|||
|
$
|
3,126
|
|
|
$
|
3,293
|
|
|
$
|
567
|
|
Total:
|
|
|
|
|
|
||||||
Consumer loans
|
|
|
|
|
|
||||||
Single family
(3)
|
$
|
79,745
|
|
|
$
|
82,104
|
|
|
$
|
219
|
|
Home equity and other
|
1,611
|
|
|
1,689
|
|
|
75
|
|
|||
|
81,356
|
|
|
83,793
|
|
|
294
|
|
|||
Commercial loans
|
|
|
|
|
|
||||||
Commercial real estate
|
3,132
|
|
|
3,421
|
|
|
—
|
|
|||
Multifamily
|
3,133
|
|
|
3,429
|
|
|
—
|
|
|||
Construction/land development
|
3,714
|
|
|
4,214
|
|
|
—
|
|
|||
Commercial business
|
2,338
|
|
|
2,494
|
|
|
273
|
|
|||
|
12,317
|
|
|
13,558
|
|
|
273
|
|
|||
Total impaired loans
|
$
|
93,673
|
|
|
$
|
97,351
|
|
|
$
|
567
|
|
(1)
|
Includes partial charge-offs and nonaccrual interest paid and purchase discounts and premiums.
|
(2)
|
Unpaid principal balance does not include partial charge-offs, purchase discounts and premiums or nonaccrual interest paid. Related allowance is calculated on net book balances not unpaid principal balances.
|
(3)
|
Includes
$74.7 million
in performing TDRs.
|
|
At December 31, 2014
|
||||||||||
(in thousands)
|
Recorded
investment
(1)
|
|
Unpaid
principal
balance
(2)
|
|
Related
allowance
|
||||||
|
|
|
|
|
|
||||||
With no related allowance recorded:
|
|
|
|
|
|
||||||
Consumer loans
|
|
|
|
|
|
||||||
Single family
|
$
|
48,104
|
|
|
$
|
50,787
|
|
|
$
|
—
|
|
Home equity and other
|
1,824
|
|
|
1,850
|
|
|
—
|
|
|||
|
49,928
|
|
|
52,637
|
|
|
—
|
|
|||
Commercial loans
|
|
|
|
|
|
||||||
Commercial real estate
|
25,540
|
|
|
27,205
|
|
|
—
|
|
|||
Multifamily
|
508
|
|
|
508
|
|
|
—
|
|
|||
Construction/land development
|
5,447
|
|
|
14,532
|
|
|
—
|
|
|||
Commercial business
|
1,302
|
|
|
3,782
|
|
|
—
|
|
|||
|
32,797
|
|
|
46,027
|
|
|
—
|
|
|||
|
$
|
82,725
|
|
|
$
|
98,664
|
|
|
$
|
—
|
|
With an allowance recorded:
|
|
|
|
|
|
||||||
Consumer loans
|
|
|
|
|
|
||||||
Single family
|
$
|
29,778
|
|
|
$
|
29,891
|
|
|
$
|
704
|
|
Home equity and other
|
837
|
|
|
837
|
|
|
157
|
|
|||
|
30,615
|
|
|
30,728
|
|
|
861
|
|
|||
Commercial loans
|
|
|
|
|
|
||||||
Commercial real estate
|
1,239
|
|
|
1,399
|
|
|
40
|
|
|||
Multifamily
|
2,569
|
|
|
2,747
|
|
|
361
|
|
|||
Commercial business
|
2,076
|
|
|
2,204
|
|
|
444
|
|
|||
|
5,884
|
|
|
6,350
|
|
|
845
|
|
|||
|
$
|
36,499
|
|
|
$
|
37,078
|
|
|
$
|
1,706
|
|
Total:
|
|
|
|
|
|
||||||
Consumer loans
|
|
|
|
|
|
||||||
Single family
(3)
|
$
|
77,882
|
|
|
$
|
80,678
|
|
|
$
|
704
|
|
Home equity and other
|
2,661
|
|
|
2,687
|
|
|
157
|
|
|||
|
80,543
|
|
|
83,365
|
|
|
861
|
|
|||
Commercial loans
|
|
|
|
|
|
||||||
Commercial real estate
|
26,779
|
|
|
28,604
|
|
|
40
|
|
|||
Multifamily
|
3,077
|
|
|
3,255
|
|
|
361
|
|
|||
Construction/land development
|
5,447
|
|
|
14,532
|
|
|
—
|
|
|||
Commercial business
|
3,378
|
|
|
5,986
|
|
|
444
|
|
|||
|
38,681
|
|
|
52,377
|
|
|
845
|
|
|||
Total impaired loans
|
$
|
119,224
|
|
|
$
|
135,742
|
|
|
$
|
1,706
|
|
(1)
|
Includes partial charge-offs and nonaccrual interest paid.
|
(2)
|
Unpaid principal balance does not include partial charge-offs, purchase discounts and premiums or nonaccrual interest paid. Related allowance is calculated on net book balances not unpaid principal balances.
|
(3)
|
Includes
$73.6 million
in single family performing TDRs.
|
|
Year Ended December 31,
|
||||||
(in thousands)
|
2015
|
|
2014
|
||||
|
|
|
|
||||
Consumer loans
|
|
|
|
||||
Single family
|
$
|
78,824
|
|
|
$
|
73,683
|
|
Home equity and other
|
1,922
|
|
|
2,528
|
|
||
|
80,746
|
|
|
76,211
|
|
||
Commercial loans
|
|
|
|
||||
Commercial real estate
|
14,416
|
|
|
30,364
|
|
||
Multifamily
|
4,035
|
|
|
3,112
|
|
||
Construction/land development
|
4,535
|
|
|
5,723
|
|
||
Commercial business
|
4,431
|
|
|
3,381
|
|
||
|
27,417
|
|
|
42,580
|
|
||
|
$
|
108,163
|
|
|
$
|
118,791
|
|
•
|
The borrower may be experiencing declining operating trends, strained cash flows or less-than anticipated performance. Cash flow should still be adequate to cover debt service, and the negative trends should be identified as being of a short-term or temporary nature.
|
•
|
The borrower may have experienced a minor, unexpected covenant violation.
|
•
|
Companies who may be experiencing tight working capital or have a cash cushion deficiency.
|
•
|
A loan may also be a watch if financial information is late, there is a documentation deficiency, the borrower has experienced unexpected management turnover, or if they face industry issues that, when combined with performance factors create uncertainty in their future ability to perform.
|
•
|
Delinquent payments, increasing and material overdraft activity, request for bulge and/or out- of-formula advances may be an indicator of inadequate working capital and may suggest a lower rating.
|
•
|
Failure of the intended repayment source to materialize as expected, or renewal of a loan (other than cash/marketable security secured or lines of credit) without reduction are possible indicators of a watch or worse risk rating.
|
•
|
Performance is poor or significantly less than expected. There may be a temporary debt-servicing deficiency or inadequate working capital as evidenced by a cash cushion deficiency, but not to the extent that repayment is compromised. Material violation of financial covenants is common.
|
•
|
Loans with unresolved material issues that significantly cloud the debt service outlook, even though a debt servicing deficiency does not currently exist.
|
•
|
Modest underperformance or deviation from plan for real estate loans where absorption of rental/sales units is necessary to properly service the debt as structured. Depth of support for interest carry provided by owner/guarantors may mitigate and provide for improved rating.
|
•
|
This rating may be assigned when a loan officer is unable to supervise the credit properly, an inadequate loan agreement, an inability to control collateral, failure to obtain proper documentation, or any other deviation from prudent lending practices.
|
•
|
Unlike a substandard credit, there should be a reasonable expectation that these temporary issues will be corrected within the normal course of business, rather than liquidation of assets, and in a reasonable period of time.
|
•
|
Cash flow deficiencies or trends are of a magnitude to jeopardize current and future payments with no immediate relief. A loss is not presently expected, however the outlook is sufficiently uncertain to preclude ruling out the possibility.
|
•
|
The borrower has been unable to adjust to prolonged and unfavorable industry or economic trends.
|
•
|
Material underperformance or deviation from plan for real estate loans where absorption of rental/sales units is necessary to properly service the debt and risk is not mitigated by willingness and capacity of owner/guarantor to support interest payments.
|
•
|
Management character or honesty has become suspect. This includes instances where the borrower has become uncooperative.
|
•
|
Due to unprofitable or unsuccessful business operations, some form of restructuring of the business, including liquidation of assets, has become the primary source of loan repayment. Cash flow has deteriorated, or been diverted, to the point that sale of collateral is now the Company’s primary source of repayment (unless this was the original source of repayment). If the collateral is under the Company’s control and is cash or other liquid, highly marketable securities and properly margined, then a more appropriate rating might be special mention or watch.
|
•
|
The borrower is involved in bankruptcy proceedings where collateral liquidation values are expected to fully protect the Company against loss.
|
•
|
There is material, uncorrectable faulty documentation or materially suspect financial information.
|
|
At December 31, 2015
|
||||||||||||||||||
(in thousands)
|
Pass
|
|
Watch
|
|
Special mention
|
|
Substandard
|
|
Total
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Consumer loans
|
|
|
|
|
|
|
|
|
|
||||||||||
Single family
|
$
|
1,165,990
|
|
(1)
|
$
|
7,933
|
|
|
$
|
16,439
|
|
|
$
|
12,818
|
|
|
$
|
1,203,180
|
|
Home equity and other
|
253,912
|
|
|
381
|
|
|
478
|
|
|
1,602
|
|
|
256,373
|
|
|||||
|
1,419,902
|
|
|
8,314
|
|
|
16,917
|
|
|
14,420
|
|
|
1,459,553
|
|
|||||
Commercial loans
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial real estate
|
535,903
|
|
|
55,058
|
|
|
7,067
|
|
|
2,675
|
|
|
600,703
|
|
|||||
Multifamily
|
403,604
|
|
|
20,738
|
|
|
1,657
|
|
|
558
|
|
|
426,557
|
|
|||||
Construction/land development
|
552,819
|
|
|
25,520
|
|
|
4,407
|
|
|
414
|
|
|
583,160
|
|
|||||
Commercial business
|
120,969
|
|
|
30,300
|
|
|
1,731
|
|
|
1,262
|
|
|
154,262
|
|
|||||
|
1,613,295
|
|
|
131,616
|
|
|
14,862
|
|
|
4,909
|
|
|
1,764,682
|
|
|||||
|
$
|
3,033,197
|
|
|
$
|
139,930
|
|
|
$
|
31,779
|
|
|
$
|
19,329
|
|
|
$
|
3,224,235
|
|
(1)
|
Includes
$21.5 million
of loans where a fair value option election was made at the time of origination and, therefore, are carried at fair value with changes recognized in the consolidated statements of operations.
|
|
At December 31, 2014
|
||||||||||||||||||
(in thousands)
|
Pass
|
|
Watch
|
|
Special mention
|
|
Substandard
|
|
Total
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Consumer loans
|
|
|
|
|
|
|
|
|
|
||||||||||
Single family
|
$
|
865,641
|
|
|
$
|
361
|
|
|
$
|
21,714
|
|
|
$
|
8,949
|
|
|
$
|
896,665
|
|
Home equity and other
|
133,338
|
|
|
82
|
|
|
652
|
|
|
1,526
|
|
|
135,598
|
|
|||||
|
998,979
|
|
|
443
|
|
|
22,366
|
|
|
10,475
|
|
|
1,032,263
|
|
|||||
Commercial loans
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial real estate
|
441,509
|
|
|
67,434
|
|
|
13,066
|
|
|
1,455
|
|
|
523,464
|
|
|||||
Multifamily
|
50,495
|
|
|
1,516
|
|
|
3,077
|
|
|
—
|
|
|
55,088
|
|
|||||
Construction/land development
|
361,167
|
|
|
2,830
|
|
|
1,261
|
|
|
2,676
|
|
|
367,934
|
|
|||||
Commercial business
|
115,665
|
|
|
25,724
|
|
|
3,690
|
|
|
2,370
|
|
|
147,449
|
|
|||||
|
968,836
|
|
|
97,504
|
|
|
21,094
|
|
|
6,501
|
|
|
1,093,935
|
|
|||||
|
$
|
1,967,815
|
|
|
$
|
97,947
|
|
|
$
|
43,460
|
|
|
$
|
16,976
|
|
|
$
|
2,126,198
|
|
|
At December 31, 2015
|
|
||||||||||||||||||||||||||
(in thousands)
|
30-59 days
past due
|
|
60-89 days
past due
|
|
90 days or
more
past due
|
|
Total past
due
|
|
Current
|
|
Total
loans
|
|
90 days or
more past
due and
accruing
(2)
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Consumer loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Single family
|
$
|
7,098
|
|
|
$
|
3,537
|
|
|
$
|
48,714
|
|
|
$
|
59,349
|
|
|
$
|
1,143,831
|
|
(1)
|
$
|
1,203,180
|
|
|
$
|
36,595
|
|
(2)
|
Home equity and other
|
1,095
|
|
|
398
|
|
|
1,576
|
|
|
3,069
|
|
|
253,304
|
|
|
256,373
|
|
|
—
|
|
|
|||||||
|
8,193
|
|
|
3,935
|
|
|
50,290
|
|
|
62,418
|
|
|
1,397,135
|
|
|
1,459,553
|
|
|
36,595
|
|
|
|||||||
Commercial loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial real estate
|
233
|
|
|
—
|
|
|
2,341
|
|
|
2,574
|
|
|
598,129
|
|
|
600,703
|
|
|
—
|
|
|
|||||||
Multifamily
|
—
|
|
|
—
|
|
|
119
|
|
|
119
|
|
|
426,438
|
|
|
426,557
|
|
|
—
|
|
|
|||||||
Construction/land development
|
77
|
|
|
—
|
|
|
339
|
|
|
416
|
|
|
582,744
|
|
|
583,160
|
|
|
—
|
|
|
|||||||
Commercial business
|
—
|
|
|
—
|
|
|
692
|
|
|
692
|
|
|
153,570
|
|
|
154,262
|
|
|
17
|
|
|
|||||||
|
310
|
|
|
—
|
|
|
3,491
|
|
|
3,801
|
|
|
1,760,881
|
|
|
1,764,682
|
|
|
17
|
|
|
|||||||
|
$
|
8,503
|
|
|
$
|
3,935
|
|
|
$
|
53,781
|
|
|
$
|
66,219
|
|
|
$
|
3,158,016
|
|
|
$
|
3,224,235
|
|
|
$
|
36,612
|
|
|
|
At December 31, 2014
|
|
||||||||||||||||||||||||||
(in thousands)
|
30-59 days
past due |
|
60-89 days
past due |
|
90 days or
more past due |
|
Total past
due |
|
Current
|
|
Total
loans |
|
90 days or
more past due and accruing (2) |
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Consumer loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Single family
|
$
|
7,832
|
|
|
$
|
2,452
|
|
|
$
|
43,105
|
|
|
$
|
53,389
|
|
|
$
|
843,276
|
|
|
$
|
896,665
|
|
|
$
|
34,737
|
|
(2)
|
Home equity and other
|
371
|
|
|
81
|
|
|
1,526
|
|
|
1,978
|
|
|
133,620
|
|
|
135,598
|
|
|
—
|
|
|
|||||||
|
8,203
|
|
|
2,533
|
|
|
44,631
|
|
|
55,367
|
|
|
976,896
|
|
|
1,032,263
|
|
|
34,737
|
|
|
|||||||
Commercial loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial real estate
|
—
|
|
|
—
|
|
|
4,843
|
|
|
4,843
|
|
|
518,621
|
|
|
523,464
|
|
|
—
|
|
|
|||||||
Multifamily
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55,088
|
|
|
55,088
|
|
|
—
|
|
|
|||||||
Construction/land development
|
—
|
|
|
1,261
|
|
|
—
|
|
|
1,261
|
|
|
366,673
|
|
|
367,934
|
|
|
—
|
|
|
|||||||
Commercial business
|
611
|
|
|
3
|
|
|
1,527
|
|
|
2,141
|
|
|
145,308
|
|
|
147,449
|
|
|
250
|
|
|
|||||||
|
611
|
|
|
1,264
|
|
|
6,370
|
|
|
8,245
|
|
|
1,085,690
|
|
|
1,093,935
|
|
|
250
|
|
|
|||||||
|
$
|
8,814
|
|
|
$
|
3,797
|
|
|
$
|
51,001
|
|
|
$
|
63,612
|
|
|
$
|
2,062,586
|
|
|
$
|
2,126,198
|
|
|
$
|
34,987
|
|
|
(1)
|
Includes
$21.5 million
of loans at
December 31, 2015
where a fair value option election was made at the time of origination and, therefore, are carried at fair value with changes recognized in the consolidated statements of operations.
|
(2)
|
FHA-insured and VA-guaranteed single family loans that are 90 days or more past due are maintained on accrual status if they are determined to have little to no risk of loss.
|
|
At December 31, 2015
|
||||||||||
(in thousands)
|
Accrual
|
|
Nonaccrual
|
|
Total
|
||||||
|
|
|
|
|
|
||||||
Consumer loans
|
|
|
|
|
|
||||||
Single family
|
$
|
1,191,061
|
|
(1)
|
$
|
12,119
|
|
|
$
|
1,203,180
|
|
Home equity and other
|
254,797
|
|
|
1,576
|
|
|
256,373
|
|
|||
|
1,445,858
|
|
|
13,695
|
|
|
1,459,553
|
|
|||
Commercial loans
|
|
|
|
|
|
||||||
Commercial real estate
|
598,362
|
|
|
2,341
|
|
|
600,703
|
|
|||
Multifamily
|
426,438
|
|
|
119
|
|
|
426,557
|
|
|||
Construction/land development
|
582,821
|
|
|
339
|
|
|
583,160
|
|
|||
Commercial business
|
153,588
|
|
|
674
|
|
|
154,262
|
|
|||
|
1,761,209
|
|
|
3,473
|
|
|
1,764,682
|
|
|||
|
$
|
3,207,067
|
|
|
$
|
17,168
|
|
|
$
|
3,224,235
|
|
(1)
|
Includes
$21.5 million
of loans at
December 31, 2015
where a fair value option election was made at the time of origination and, therefore, are carried at fair value with changes recognized in the consolidated statements of operations.
|
|
At December 31, 2014
|
||||||||||
(in thousands)
|
Accrual
|
|
Nonaccrual
|
|
Total
|
||||||
|
|
|
|
|
|
||||||
Consumer loans
|
|
|
|
|
|
||||||
Single family
|
$
|
888,297
|
|
|
$
|
8,368
|
|
|
$
|
896,665
|
|
Home equity and other
|
134,072
|
|
|
1,526
|
|
|
135,598
|
|
|||
|
1,022,369
|
|
|
9,894
|
|
|
1,032,263
|
|
|||
Commercial loans
|
|
|
|
|
|
||||||
Commercial real estate
|
518,621
|
|
|
4,843
|
|
|
523,464
|
|
|||
Multifamily
|
55,088
|
|
|
—
|
|
|
55,088
|
|
|||
Construction/land development
|
367,934
|
|
|
—
|
|
|
367,934
|
|
|||
Commercial business
|
146,172
|
|
|
1,277
|
|
|
147,449
|
|
|||
|
1,087,815
|
|
|
6,120
|
|
|
1,093,935
|
|
|||
|
$
|
2,110,184
|
|
|
$
|
16,014
|
|
|
$
|
2,126,198
|
|
|
Year Ended December 31, 2015
|
|||||||||||
(dollars in thousands)
|
Concession type
|
|
Number of loan
modifications |
|
Recorded
investment |
|
Related charge-
offs |
|||||
|
|
|
|
|
|
|
|
|||||
Consumer loans
|
|
|
|
|
|
|
|
|||||
Single family
|
|
|
|
|
|
|
|
|||||
|
Interest rate reduction
|
|
47
|
|
|
$
|
10,167
|
|
|
$
|
—
|
|
Home equity and other
|
|
|
|
|
|
|
|
|||||
|
Interest rate reduction
|
|
2
|
|
|
130
|
|
|
—
|
|
||
Total consumer
|
|
|
|
|
|
|
|
|||||
|
Interest rate reduction
|
|
49
|
|
|
10,297
|
|
|
—
|
|
||
|
|
|
49
|
|
|
10,297
|
|
|
—
|
|
||
|
|
|
|
|
|
|
|
|||||
Commercial loans
|
|
|
|
|
|
|
|
|||||
Commercial business
|
|
|
|
|
|
|
|
|||||
|
Interest rate reduction
|
|
2
|
|
|
482
|
|
|
—
|
|
||
Total commercial
|
|
|
|
|
|
|
|
|||||
|
Interest rate reduction
|
|
2
|
|
|
482
|
|
|
—
|
|
||
|
|
|
2
|
|
|
482
|
|
|
—
|
|
||
Total loans
|
|
|
|
|
|
|
|
|||||
|
Interest rate reduction
|
|
51
|
|
|
10,779
|
|
|
—
|
|
||
|
|
|
51
|
|
|
$
|
10,779
|
|
|
$
|
—
|
|
|
Year Ended December 31, 2014
|
|||||||||||
(dollars in thousands)
|
Concession type
|
|
Number of loan
modifications |
|
Recorded
investment |
|
Related charge-
offs |
|||||
|
|
|
|
|
|
|
|
|||||
Consumer loans
|
|
|
|
|
|
|
|
|||||
Single family
|
|
|
|
|
|
|
|
|||||
|
Interest rate reduction
|
|
62
|
|
|
$
|
12,012
|
|
|
$
|
—
|
|
|
Payment restructure
|
|
10
|
|
|
1,991
|
|
|
—
|
|
||
Home equity and other
|
|
|
|
|
|
|
|
|||||
|
Interest rate reduction
|
|
3
|
|
|
430
|
|
|
—
|
|
||
|
Payment restructure
|
|
1
|
|
|
58
|
|
|
—
|
|
||
Total consumer
|
|
|
|
|
|
|
|
|||||
|
Interest rate reduction
|
|
65
|
|
|
12,442
|
|
|
—
|
|
||
|
Payment restructure
|
|
11
|
|
|
2,049
|
|
|
—
|
|
||
|
|
|
76
|
|
|
14,491
|
|
|
—
|
|
||
Commercial loans
|
|
|
|
|
|
|
|
|||||
Commercial real estate
|
|
|
|
|
|
|
|
|||||
|
Interest rate reduction
|
|
1
|
|
|
1,181
|
|
|
—
|
|
||
|
Payment restructure
|
|
3
|
|
|
4,248
|
|
|
—
|
|
||
Commercial business
|
|
|
|
|
|
|
|
|||||
|
Interest rate reduction
|
|
2
|
|
|
117
|
|
|
—
|
|
||
|
Payment restructure
|
|
3
|
|
|
1,270
|
|
|
—
|
|
||
|
Forgiveness of principal
|
|
2
|
|
|
599
|
|
|
554
|
|
||
Total commercial
|
|
|
|
|
|
|
|
|||||
|
Interest rate reduction
|
|
3
|
|
|
1,298
|
|
|
—
|
|
||
|
Payment restructure
|
|
6
|
|
|
5,518
|
|
|
—
|
|
||
|
Forgiveness of principal
|
|
2
|
|
|
599
|
|
|
554
|
|
||
|
|
|
11
|
|
|
7,415
|
|
|
554
|
|
||
Total loans
|
|
|
|
|
|
|
|
|||||
|
Interest rate reduction
|
|
68
|
|
|
13,740
|
|
|
—
|
|
||
|
Payment restructure
|
|
17
|
|
|
7,567
|
|
|
—
|
|
||
|
Forgiveness of principal
|
|
2
|
|
|
599
|
|
|
554
|
|
||
|
|
|
87
|
|
|
$
|
21,906
|
|
|
$
|
554
|
|
|
December 31, 2013
|
|||||||||||
(dollars in thousands)
|
Concession type
|
|
Number of loan
modifications |
|
Recorded
investment |
|
Related charge-
offs |
|||||
|
|
|
|
|
|
|
|
|||||
Consumer loans
|
|
|
|
|
|
|
|
|||||
Single family
|
|
|
|
|
|
|
|
|||||
|
Interest rate reduction
|
|
104
|
|
|
$
|
22,605
|
|
|
$
|
—
|
|
Home equity and other
|
|
|
|
|
|
|
|
|||||
|
Interest rate reduction
|
|
9
|
|
|
571
|
|
|
—
|
|
||
Total consumer
|
|
|
|
|
|
|
|
|||||
|
Interest rate reduction
|
|
113
|
|
|
23,176
|
|
|
—
|
|
||
|
|
|
113
|
|
|
23,176
|
|
|
—
|
|
||
Total loans
|
|
|
|
|
|
|
|
|||||
|
Interest rate reduction
|
|
113
|
|
|
23,176
|
|
|
—
|
|
||
|
|
|
113
|
|
|
$
|
23,176
|
|
|
$
|
—
|
|
|
Year Ended December 31,
|
||||||||||||
|
2015
|
|
2014
|
||||||||||
(dollars in thousands)
|
Number of loan relationships that re-defaulted
|
|
Recorded
investment |
|
Number of loan relationships that re-defaulted
|
|
Recorded
investment |
||||||
|
|
|
|
|
|
|
|
||||||
Consumer loans
|
|
|
|
|
|
|
|
||||||
Single family
|
10
|
|
|
$
|
2,270
|
|
|
7
|
|
|
$
|
1,010
|
|
Home equity and other
|
1
|
|
|
68
|
|
|
1
|
|
|
190
|
|
||
|
11
|
|
|
2,338
|
|
|
8
|
|
|
1,200
|
|
||
|
11
|
|
|
$
|
2,338
|
|
|
8
|
|
|
$
|
1,200
|
|
|
At December 31,
|
||||||
(in thousands)
|
2015
|
|
2014
|
||||
|
|
|
|
||||
Single family
|
$
|
302
|
|
|
$
|
1,613
|
|
Commercial real estate
|
4,332
|
|
|
2,062
|
|
||
Construction/land development
|
4,661
|
|
|
7,076
|
|
||
|
9,295
|
|
|
10,751
|
|
||
Valuation allowance
|
(1,764
|
)
|
|
(1,303
|
)
|
||
|
$
|
7,531
|
|
|
$
|
9,448
|
|
|
Year Ended December 31,
|
||||||
(in thousands)
|
2015
|
|
2014
|
||||
|
|
|
|
||||
Beginning balance
|
$
|
9,448
|
|
|
$
|
12,911
|
|
Additions
|
4,448
|
|
|
4,130
|
|
||
Loss provisions
|
(695
|
)
|
|
(69
|
)
|
||
Reductions related to sales
|
(5,670
|
)
|
|
(7,524
|
)
|
||
Ending balance
|
$
|
7,531
|
|
|
$
|
9,448
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
||||||
Beginning balance
|
$
|
1,303
|
|
|
$
|
1,697
|
|
|
$
|
14,965
|
|
Loss provisions
|
695
|
|
|
69
|
|
|
603
|
|
|||
(Charge-offs), net of recoveries
|
(234
|
)
|
|
(463
|
)
|
|
(13,871
|
)
|
|||
Ending balance
|
$
|
1,764
|
|
|
$
|
1,303
|
|
|
$
|
1,697
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
||||||
Maintenance costs
|
$
|
453
|
|
|
$
|
436
|
|
|
$
|
840
|
|
Loss provisions
|
695
|
|
|
69
|
|
|
603
|
|
|||
Net gain on sales
|
(447
|
)
|
|
(890
|
)
|
|
(722
|
)
|
|||
Gain on transfer
|
—
|
|
|
—
|
|
|
(119
|
)
|
|||
Net operating income (loss)
|
(41
|
)
|
|
(85
|
)
|
|
1,209
|
|
|||
Net cost of operation and sale of other real estate owned
|
$
|
660
|
|
|
$
|
(470
|
)
|
|
$
|
1,811
|
|
|
December 31,
|
||||||
(in thousands)
|
2015
|
|
2014
|
||||
|
|
|
|
||||
Furniture and equipment
|
$
|
58,856
|
|
|
$
|
59,425
|
|
Leasehold improvements
|
36,602
|
|
|
22,516
|
|
||
Land and buildings
|
8,767
|
|
|
985
|
|
||
|
104,225
|
|
|
82,926
|
|
||
Less: accumulated depreciation
|
(40,487
|
)
|
|
(37,675
|
)
|
||
|
$
|
63,738
|
|
|
$
|
45,251
|
|
|
At December 31,
|
||||||
(in thousands)
|
2015
|
|
2014
|
||||
|
|
|
|
||||
Noninterest-bearing accounts
|
$
|
643,028
|
|
|
$
|
470,663
|
|
NOW accounts, 0.00% to 1.00% at December 31, 2015 and 0.00% to 1.00% at December 31, 2014
|
408,477
|
|
|
272,390
|
|
||
Statement savings accounts, due on demand, 0.00% to 1.00% at December 31, 2015 and 0.00% to 1.99% at December 31, 2014
|
292,092
|
|
|
200,638
|
|
||
Money market accounts, due on demand, 0.00% to 1.45% at December 31, 2015 and 0.00% to 1.45% at December 31, 2014
|
1,155,464
|
|
|
1,007,214
|
|
||
Certificates of deposit, 0.05% to 3.80% at December 31, 2015 and 0.05% to 3.80% at December 31, 2014
|
732,892
|
|
|
494,525
|
|
||
|
$
|
3,231,953
|
|
|
$
|
2,445,430
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
||||||
NOW accounts
|
$
|
1,773
|
|
|
$
|
1,122
|
|
|
$
|
924
|
|
Statement savings accounts
|
1,032
|
|
|
929
|
|
|
546
|
|
|||
Money market accounts
|
4,945
|
|
|
4,362
|
|
|
3,899
|
|
|||
Certificates of deposit
|
4,051
|
|
|
3,018
|
|
|
5,047
|
|
|||
|
$
|
11,801
|
|
|
$
|
9,431
|
|
|
$
|
10,416
|
|
(in thousands)
|
At December 31, 2015
|
||
|
|
||
Within one year
|
$
|
544,855
|
|
One to two years
|
124,420
|
|
|
Two to three years
|
21,242
|
|
|
Three to four years
|
28,581
|
|
|
Four to five years
|
13,794
|
|
|
|
$
|
732,892
|
|
|
At December 31, 2015
|
|||||
(in thousands)
|
Advances
outstanding
|
|
Weighted-average
interest rate
|
|||
|
|
|
|
|||
2016
|
$
|
962,159
|
|
|
0.52
|
%
|
2017
|
10,002
|
|
|
1.31
|
|
|
2018
|
30,408
|
|
|
2.20
|
|
|
2019
|
10,000
|
|
|
4.27
|
|
|
2020 and thereafter
|
5,590
|
|
|
5.31
|
|
|
|
$
|
1,018,159
|
|
|
0.64
|
%
|
|
HomeStreet Statutory
|
||||||
(in thousands)
|
I
|
|
II
|
|
III
|
|
IV
|
|
|
|
|
|
|
|
|
Date issued
|
June 2005
|
|
September 2005
|
|
February 2006
|
|
March 2007
|
Amount
|
$5,155
|
|
$20,619
|
|
$20,619
|
|
$15,464
|
Interest rate
|
3 MO LIBOR + 1.70%
|
|
3 MO LIBOR + 1.50%
|
|
3 MO LIBOR + 1.37%
|
|
3 MO LIBOR + 1.68%
|
Maturity date
|
June 2035
|
|
December 2035
|
|
March 2036
|
|
June 2037
|
Call option
(1)
|
5 years
|
|
5 years
|
|
5 years
|
|
5 years
|
|
At December 31, 2015
|
||||||||||
|
Notional amount
|
|
Fair value derivatives
|
||||||||
(in thousands)
|
|
|
Asset
|
|
Liability
|
||||||
|
|
|
|
|
|
||||||
Forward sale commitments
|
$
|
1,069,102
|
|
|
$
|
1,885
|
|
|
$
|
(1,496
|
)
|
Interest rate lock commitments
|
594,360
|
|
|
17,719
|
|
|
(8
|
)
|
|||
Interest rate swaps
|
1,109,350
|
|
|
8,670
|
|
|
(4,007
|
)
|
|||
Total derivatives before netting
|
$
|
2,772,812
|
|
|
28,274
|
|
|
(5,511
|
)
|
||
Netting adjustment/Cash collateral
(1)
|
|
|
8,971
|
|
|
5,411
|
|
||||
Carrying value on consolidated statements of financial condition
|
|
|
$
|
37,245
|
|
|
$
|
(100
|
)
|
(1)
|
Includes cash collateral of
$14.4 million
at
December 31, 2015
, as part of netting adjustments which primarily consists of collateral transferred by the Company at the initiation of derivative transactions and held by the counterparty as security.
|
|
At December 31, 2014
|
||||||||||
|
Notional amount
|
|
Fair value derivatives
|
||||||||
(in thousands)
|
|
|
Asset
|
|
Liability
|
||||||
|
|
|
|
|
|
||||||
Forward sale commitments
|
$
|
934,986
|
|
|
$
|
1,071
|
|
|
$
|
(5,658
|
)
|
Interest rate swaptions
|
15,000
|
|
|
—
|
|
|
—
|
|
|||
Interest rate lock commitments
|
392,687
|
|
|
11,939
|
|
|
(6
|
)
|
|||
Interest rate swaps
|
610,150
|
|
|
11,689
|
|
|
(972
|
)
|
|||
Total derivatives before netting
|
$
|
1,952,823
|
|
|
24,699
|
|
|
(6,636
|
)
|
||
Netting adjustment
(1)
|
|
|
(5,858
|
)
|
|
5,858
|
|
||||
Carrying value on consolidated statements of financial condition
|
|
|
$
|
18,841
|
|
|
$
|
(778
|
)
|
(1)
|
Excludes cash collateral of
$20.4 million
at
December 31, 2014
as part of netting adjustments which primarily consists of collateral transferred by the Company at the initiation of derivative transactions and held by the counterparty as security.
|
|
At December 31, 2015
|
||||||||||||||||||
(in thousands)
|
Gross fair value
|
|
Netting adjustments/Cash collateral
(1)
|
|
Carrying value
|
|
Securities not offset in consolidated balance sheet (disclosure-only netting)
|
|
Net amount
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivative assets
|
$
|
28,274
|
|
|
$
|
8,971
|
|
|
$
|
37,245
|
|
|
$
|
—
|
|
|
$
|
37,245
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivative liabilities
|
$
|
(5,511
|
)
|
|
$
|
5,411
|
|
|
$
|
(100
|
)
|
|
$
|
5
|
|
|
$
|
(95
|
)
|
(1)
|
Includes cash collateral of
$14.4 million
at
December 31, 2015
, as part of netting adjustments which primarily consists of collateral transferred by the Company at the initiation of derivative transactions and held by the counterparty as security.
|
|
At December 31, 2014
|
||||||||||||||||||||||
(in thousands)
|
Gross fair value
|
|
Netting adjustments
|
|
Carrying value
|
|
Cash collateral paid
(1)
|
|
Securities pledged
|
|
Net amount
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative assets
|
$
|
24,699
|
|
|
$
|
(5,858
|
)
|
|
$
|
18,841
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18,841
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative liabilities
|
$
|
(6,636
|
)
|
|
$
|
5,858
|
|
|
$
|
(778
|
)
|
|
$
|
—
|
|
|
$
|
762
|
|
|
$
|
(16
|
)
|
(1)
|
Excludes cash collateral of
$20.4 million
at
December 31, 2014
, as part of the netting adjustments which primarily consists of collateral transferred by the Company at the initiation of derivative transactions and held by the counterparty as security. These amounts were not netted against the derivative receivables and payables, because, at an individual counterparty level, the collateral exceeded the fair value exposure at
December 31, 2014
.
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
||||||
Recognized in noninterest income:
|
|
|
|
|
|
||||||
Net gain on mortgage loan origination and sale activities
(1)
|
$
|
2,080
|
|
|
$
|
(17,258
|
)
|
|
$
|
12,904
|
|
Mortgage servicing income
(2)
|
11,709
|
|
|
39,727
|
|
|
(20,432
|
)
|
|||
|
$
|
13,789
|
|
|
$
|
22,469
|
|
|
$
|
(7,528
|
)
|
(1)
|
Comprised of IRLCs and forward contracts used as an economic hedge of IRLCs and single family mortgage loans held for sale.
|
(2)
|
Comprised of interest rate swaps, interest rate swaptions and forward contracts used as an economic hedge of single family MSRs.
|
|
At December 31,
|
||||||
(in thousands)
|
2015
|
|
2014
|
||||
|
|
|
|
||||
Single family
|
$
|
632,273
|
|
(1)
|
$
|
610,350
|
|
Multifamily
|
11,076
|
|
|
10,885
|
|
||
Other
|
6,814
|
|
|
—
|
|
||
Total loans held for sale
|
$
|
650,163
|
|
|
$
|
621,235
|
|
(1)
|
Includes
$3.4 million
in SBA loans held for sale at
December 31, 2015
.
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
||||||
Single family
|
$
|
7,038,635
|
|
|
$
|
3,979,398
|
|
|
$
|
4,733,473
|
|
Multifamily
|
204,744
|
|
|
141,859
|
|
|
104,016
|
|
|||
Other
|
29,313
|
|
|
—
|
|
|
—
|
|
|||
Total loans sold
|
$
|
7,272,692
|
|
|
$
|
4,121,257
|
|
|
$
|
4,837,489
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
||||||
Single family:
|
|
|
|
|
|
||||||
Servicing value and secondary market gains
(1)
|
$
|
205,513
|
|
|
$
|
109,063
|
|
|
$
|
128,391
|
|
Loan origination and funding fees
|
22,221
|
|
|
25,572
|
|
|
30,051
|
|
|||
Total single family
|
227,734
|
|
|
134,635
|
|
|
158,442
|
|
|||
Multifamily
|
7,125
|
|
|
4,723
|
|
|
5,306
|
|
|||
Other
|
1,529
|
|
|
4,764
|
|
(2)
|
964
|
|
|||
Total net gain on mortgage loan origination and sale activities
|
$
|
236,388
|
|
|
$
|
144,122
|
|
|
$
|
164,712
|
|
(1)
|
Comprised of gains and losses on interest rate lock commitments (which considers the value of servicing), single family loans held for sale, forward sale commitments used to economically hedge secondary market activities, and changes in the Company's repurchase liability for loans that have been sold.
|
(2)
|
Includes
$4.6 million
in pre-tax gain during 2014 from the sale of loans that were originally held for investment.
|
|
At December 31,
|
||||||
(in thousands)
|
2015
|
|
2014
|
||||
|
|
|
|
||||
Single family
|
|
|
|
||||
U.S. government and agency
|
$
|
14,628,596
|
|
|
$
|
10,630,864
|
|
Other
|
719,215
|
|
|
585,344
|
|
||
|
15,347,811
|
|
|
11,216,208
|
|
||
Commercial
|
|
|
|
||||
Multifamily
|
924,367
|
|
|
752,640
|
|
||
Other
|
79,513
|
|
|
82,354
|
|
||
|
1,003,880
|
|
|
834,994
|
|
||
Total loans serviced for others
|
$
|
16,351,691
|
|
|
$
|
12,051,202
|
|
|
Year Ended December 31,
|
||||||
(in thousands)
|
2015
|
|
2014
|
||||
|
|
|
|
||||
Balance, beginning of period
|
$
|
1,956
|
|
|
$
|
1,260
|
|
Additions
(1)
|
2,764
|
|
|
1,430
|
|
||
Realized losses
(2)
|
(1,798
|
)
|
|
(734
|
)
|
||
Balance, end of period
|
$
|
2,922
|
|
|
$
|
1,956
|
|
(1)
|
Includes additions for new loan sales and changes in estimated probable future repurchase losses on previously sold loans.
|
(2)
|
Includes principal losses and accrued interest on repurchased loans, “make-whole” settlements, settlements with claimants and certain related expense.
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
||||||
Servicing income, net:
|
|
|
|
|
|
||||||
Servicing fees and other
|
$
|
42,197
|
|
|
$
|
37,818
|
|
|
$
|
34,173
|
|
Changes in fair value of single family MSRs due to modeled amortization
(1)
|
(34,038
|
)
|
|
(26,112
|
)
|
|
(24,321
|
)
|
|||
Amortization of multifamily MSRs
|
(1,992
|
)
|
|
(1,712
|
)
|
|
(1,803
|
)
|
|||
|
6,167
|
|
|
9,994
|
|
|
8,049
|
|
|||
Risk management, single family MSRs:
|
|
|
|
|
|
||||||
Changes in fair value due to changes in model inputs and/or assumptions
(2)
|
6,555
|
|
|
(15,629
|
)
|
|
$
|
29,456
|
|
||
Net gain from derivatives economically hedging MSR
|
11,709
|
|
|
39,727
|
|
|
(20,432
|
)
|
|||
|
18,264
|
|
|
24,098
|
|
|
9,024
|
|
|||
Mortgage servicing income
|
$
|
24,431
|
|
|
$
|
34,092
|
|
|
$
|
17,073
|
|
(1)
|
Represents changes due to collection/realization of expected cash flows and curtailments.
|
(2)
|
Principally reflects changes in model assumptions, including prepayment speed assumptions, which are primarily affected by changes in mortgage interest rates.
|
|
Year Ended December 31,
|
|||||||
(rates per annum)
(1)
|
2015
|
|
2014
|
|
2013
|
|||
|
|
|
|
|
|
|||
Constant prepayment rate ("CPR")
(2)
|
14.95
|
%
|
|
13.30
|
%
|
|
9.28
|
%
|
Discount rate
(3)
|
10.29
|
%
|
|
10.50
|
%
|
|
10.25
|
%
|
(1)
|
Weighted average rates for sales during the period for sales of loans with similar characteristics.
|
(2)
|
Represents the expected lifetime average.
|
(3)
|
Discount rate is a rate based on market observations.
|
(dollars in thousands)
|
At December 31, 2015
|
||
|
|
||
Fair value of single family MSR
|
$
|
156,604
|
|
Expected weighted-average life (in years)
|
5.21
|
|
|
Constant prepayment rate
(1)
|
15.30
|
%
|
|
Impact on 25 basis points adverse change
|
$
|
(12,130
|
)
|
Impact on 50 basis points adverse change
|
$
|
(25,352
|
)
|
Discount rate
|
10.50
|
%
|
|
Impact on fair value of 100 basis points increase
|
$
|
(4,939
|
)
|
Impact on fair value of 200 basis points increase
|
$
|
(9,519
|
)
|
(1)
|
Represents the expected lifetime average.
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
||||||
Beginning balance
|
$
|
112,439
|
|
|
$
|
153,128
|
|
|
$
|
87,396
|
|
Additions and amortization:
|
|
|
|
|
|
||||||
Originations
|
70,659
|
|
|
43,231
|
|
|
60,576
|
|
|||
Purchases
|
989
|
|
|
19
|
|
|
21
|
|
|||
Sale of single family MSRs
|
—
|
|
|
(43,248
|
)
|
|
—
|
|
|||
Changes due to modeled amortization
(1)
|
(34,038
|
)
|
|
(26,112
|
)
|
|
(24,321
|
)
|
|||
Net additions and amortization
|
37,610
|
|
|
(26,110
|
)
|
|
36,276
|
|
|||
Changes in fair value due to changes in model inputs and/or assumptions
(2)
|
6,555
|
|
|
(14,579
|
)
|
|
29,456
|
|
|||
Ending balance
|
$
|
156,604
|
|
|
$
|
112,439
|
|
|
$
|
153,128
|
|
(1)
|
Represents changes due to collection/realization of expected cash flows and curtailments.
|
(2)
|
Principally reflects changes in model assumptions, including prepayment speed assumptions, which are primarily affected by changes in mortgage interest rates.
|
(in thousands)
|
At December 31, 2015
|
||
|
|
||
2016
|
$
|
2,208
|
|
2017
|
2,086
|
|
|
2018
|
1,930
|
|
|
2019
|
1,823
|
|
|
2020
|
1,691
|
|
|
2021 and thereafter
|
4,913
|
|
|
Carrying value of multifamily MSR
|
$
|
14,651
|
|
(in thousands)
|
At December 31, 2015
|
||
|
|
||
2016
|
$
|
19,486
|
|
2017
|
18,987
|
|
|
2018
|
17,328
|
|
|
2019
|
14,530
|
|
|
2020
|
12,071
|
|
|
2021 and thereafter
|
55,073
|
|
|
|
$
|
137,475
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
||||||
Current (benefit) expense
|
$
|
(801
|
)
|
|
$
|
24,490
|
|
|
$
|
(21,166
|
)
|
Deferred expense (benefit)
|
15,903
|
|
|
(14,247
|
)
|
|
32,151
|
|
|||
Tax credit investment amortization
|
486
|
|
|
813
|
|
|
—
|
|
|||
Total income tax expense
|
$
|
15,588
|
|
|
$
|
11,056
|
|
|
$
|
10,985
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
||||||
Income taxes at statutory rate
|
$
|
19,917
|
|
|
$
|
11,660
|
|
|
$
|
12,178
|
|
Tax-exempt interest
|
(1,307
|
)
|
|
(1,265
|
)
|
|
(1,452
|
)
|
|||
State income tax expense net of federal tax benefit
|
715
|
|
|
221
|
|
|
148
|
|
|||
Reversal of deferred tax consequences on historical AFS
|
(1,107
|
)
|
|
—
|
|
|
—
|
|
|||
Valuation allowance
|
—
|
|
|
—
|
|
|
—
|
|
|||
Tax credits
|
(903
|
)
|
|
(717
|
)
|
|
(293
|
)
|
|||
Low Income Housing Tax Credit Partnerships
|
658
|
|
|
617
|
|
|
—
|
|
|||
Change in state rate
|
722
|
|
|
248
|
|
|
—
|
|
|||
Bargain purchase gain
|
(2,704
|
)
|
|
—
|
|
|
—
|
|
|||
Other, net
|
(403
|
)
|
|
292
|
|
|
404
|
|
|||
Total income tax expense
|
$
|
15,588
|
|
|
$
|
11,056
|
|
|
$
|
10,985
|
|
|
At December 31,
|
||||||
(in thousands)
|
2015
|
|
2014
|
||||
|
|
|
|
||||
Deferred tax assets:
|
|
|
|
||||
Provision for loan losses
|
$
|
15,843
|
|
|
$
|
11,890
|
|
Federal and state net operating loss carryforwards
|
4,979
|
|
|
10,044
|
|
||
Section 382 built-in loss limitation
|
—
|
|
|
5,291
|
|
||
Other real estate owned
|
656
|
|
|
468
|
|
||
Accrued liabilities
|
3,524
|
|
|
2,199
|
|
||
Other investments
|
319
|
|
|
330
|
|
||
Leases
|
1,976
|
|
|
1,153
|
|
||
Unrealized loss on investment securities available for sale
|
1,304
|
|
|
—
|
|
||
Tax credits
|
1,178
|
|
|
3,358
|
|
||
Stock options
|
999
|
|
|
902
|
|
||
Loan valuation
|
5,752
|
|
|
497
|
|
||
Other, net
|
2,753
|
|
|
236
|
|
||
|
39,283
|
|
|
36,368
|
|
||
Valuation allowance
|
—
|
|
|
—
|
|
||
|
39,283
|
|
|
36,368
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Mortgage servicing rights
|
(48,540
|
)
|
|
(34,030
|
)
|
||
Unrealized gain on investment securities available for sale
|
—
|
|
|
(252
|
)
|
||
FHLB dividends
|
(190
|
)
|
|
(4,348
|
)
|
||
Deferred loan fees and costs
|
(2,108
|
)
|
|
(1,943
|
)
|
||
Premises and equipment
|
(5,282
|
)
|
|
(1,865
|
)
|
||
Other intangibles - core deposit intangible
|
(2,829
|
)
|
|
(700
|
)
|
||
Other, net
|
(190
|
)
|
|
(242
|
)
|
||
|
(59,139
|
)
|
|
(43,380
|
)
|
||
Net deferred tax liability
|
$
|
(19,856
|
)
|
|
$
|
(7,012
|
)
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
||||||
Balance, beginning of year
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Increases related to prior year tax positions
|
419
|
|
|
—
|
|
|
—
|
|
|||
Decreases related to prior year tax positions
|
—
|
|
|
—
|
|
|
—
|
|
|||
Income taxes at statutory rate
|
—
|
|
|
—
|
|
|
—
|
|
|||
Settlements
|
—
|
|
|
—
|
|
|
—
|
|
|||
Lapse of statute
|
—
|
|
|
—
|
|
|
—
|
|
|||
Balance, end of year
|
$
|
419
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Number
|
|
Weighted
Average
Exercise Price
|
|
Weighted
Average
Remaining
Contractual
Term
|
|
Aggregate
Intrinsic Value
(2)
(in thousands)
|
|||||
|
|
|
|
|
|
|
|
|||||
Options outstanding at December 31, 2014
|
601,024
|
|
|
$
|
12.16
|
|
|
7.2 years
|
|
$
|
3,329
|
|
Granted
|
—
|
|
|
—
|
|
|
0.0 years
|
|
—
|
|
||
Cancelled or forfeited
|
(15,136
|
)
|
|
20.71
|
|
|
7.4 years
|
|
16
|
|
||
Exercised
|
(44,971
|
)
|
|
15.42
|
|
|
6.4 years
|
|
285
|
|
||
Options outstanding at December 31, 2015
|
540,917
|
|
|
11.65
|
|
|
6.2 years
|
|
5,443
|
|
||
Options that are exercisable and expected to be exercisable
(1)
|
540,900
|
|
|
11.65
|
|
|
6.2 years
|
|
5,443
|
|
||
Options exercisable
|
540,043
|
|
|
$
|
11.63
|
|
|
6.2 years
|
|
$
|
5,443
|
|
(1)
|
Adjusted for estimated forfeitures.
|
(2)
|
Intrinsic value is the amount by which fair value of the underlying stock exceeds the exercise price.
|
|
Year Ended December 31,
|
||
|
2013
|
||
|
|
||
Weighted-average fair value per share
|
$
|
8.78
|
|
Expected term of the option
|
6 years
|
|
|
Expected stock price volatility
|
50.04
|
%
|
|
Annual risk-free interest rate
|
1.18
|
%
|
|
Expected annual dividend yield
|
2.03
|
%
|
|
Number
|
|
Weighted
Average
Grant Date Fair Value
|
|||
|
|
|
|
|||
Restricted shares outstanding at December 31, 2014
|
118,517
|
|
|
$
|
18.26
|
|
Granted
|
107,507
|
|
|
18.41
|
|
|
Cancelled or forfeited
|
(40,179
|
)
|
|
18.63
|
|
|
Vested
|
(26,636
|
)
|
|
17.33
|
|
|
Restricted shares outstanding at December 31, 2015
|
159,209
|
|
|
18.42
|
|
|
Nonvested at December 31, 2015
|
159,209
|
|
|
$
|
18.42
|
|
•
|
Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the measurement date. An active market for the asset or liability is a market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis.
|
•
|
Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. This includes quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability for substantially the full term of the financial instrument.
|
•
|
Level 3 – Unobservable inputs for the asset or liability. These inputs reflect the Company’s assumptions of what market participants would use in pricing the asset or liability.
|
Asset/Liability class
|
|
Valuation methodology, inputs and assumptions
|
|
Classification
|
Other real estate owned (“OREO”)
|
|
Fair value is based on appraised value of collateral, less the estimated cost to sell. See discussion of "loans held for investment, collateral dependent" above for further information on appraisals.
|
|
Carried at lower of amortized cost or fair value of collateral (Level 3), less the estimated cost to sell.
|
Federal Home Loan Bank stock
|
|
Carrying value approximates fair value as FHLB stock can only be purchased or redeemed at par value.
|
|
Carried at par value.
Estimated fair value classified as Level 2.
|
Deposits
|
|
|
|
|
Demand deposits
|
|
Fair value is estimated as the amount payable on demand at the reporting date.
|
|
Carried at historical cost.
Estimated fair value classified as Level 2.
|
Fixed-maturity certificates of deposit
|
|
Fair value is estimated using discounted cash flows based on market rates currently offered for deposits of similar remaining time to maturity.
|
|
Carried at historical cost.
Estimated fair value classified as Level 2.
|
Federal Home Loan Bank advances
|
|
Fair value is estimated using discounted cash flows based on rates currently available for advances with similar terms and remaining time to maturity.
|
|
Carried at historical cost.
Estimated fair value classified as Level 2.
|
Long-term debt
|
|
Fair value is estimated using discounted cash flows based on current lending rates for similar long-term debt instruments with similar terms and remaining time to maturity.
|
|
Carried at historical cost.
Estimated fair value classified as Level 2.
|
(in thousands)
|
Fair Value at December 31, 2015
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Investment securities available for sale
|
|
|
|
|
|
|
|
||||||||
Mortgage backed securities:
|
|
|
|
|
|
|
|
||||||||
Residential
|
$
|
68,101
|
|
|
$
|
—
|
|
|
$
|
68,101
|
|
|
$
|
—
|
|
Commercial
|
17,851
|
|
|
—
|
|
|
17,851
|
|
|
—
|
|
||||
Municipal bonds
|
171,869
|
|
|
—
|
|
|
171,869
|
|
|
—
|
|
||||
Collateralized mortgage obligations:
|
|
|
|
|
|
|
|
||||||||
Residential
|
84,497
|
|
|
—
|
|
|
84,497
|
|
|
—
|
|
||||
Commercial
|
79,133
|
|
|
—
|
|
|
79,133
|
|
|
—
|
|
||||
Corporate debt securities
|
78,736
|
|
|
—
|
|
|
78,736
|
|
|
—
|
|
||||
U.S. Treasury securities
|
40,964
|
|
|
—
|
|
|
40,964
|
|
|
—
|
|
||||
Single family mortgage servicing rights
|
156,604
|
|
|
—
|
|
|
—
|
|
|
156,604
|
|
||||
Single family loans held for sale
|
632,273
|
|
|
—
|
|
|
582,951
|
|
|
49,322
|
|
||||
Single family loans held for investment
|
21,544
|
|
|
—
|
|
|
—
|
|
|
21,544
|
|
||||
Derivatives
|
|
|
|
|
|
|
|
||||||||
Forward sale commitments
|
1,884
|
|
|
—
|
|
|
1,884
|
|
|
—
|
|
||||
Interest rate lock commitments
|
17,719
|
|
|
—
|
|
|
—
|
|
|
17,719
|
|
||||
Interest rate swaps
|
8,670
|
|
|
—
|
|
|
8,670
|
|
|
—
|
|
||||
Total assets
|
$
|
1,379,845
|
|
|
$
|
—
|
|
|
$
|
1,134,656
|
|
|
$
|
245,189
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivatives
|
|
|
|
|
|
|
|
||||||||
Forward sale commitments
|
$
|
1,496
|
|
|
$
|
—
|
|
|
$
|
1,496
|
|
|
$
|
—
|
|
Interest rate lock commitments
|
8
|
|
|
—
|
|
|
—
|
|
|
8
|
|
||||
Interest rate swaps
|
4,007
|
|
|
—
|
|
|
4,007
|
|
|
—
|
|
||||
Total liabilities
|
$
|
5,511
|
|
|
$
|
—
|
|
|
$
|
5,503
|
|
|
$
|
8
|
|
(in thousands)
|
Fair Value at December 31, 2014
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Investment securities available for sale
|
|
|
|
|
|
|
|
||||||||
Mortgage backed securities:
|
|
|
|
|
|
|
|
||||||||
Residential
|
$
|
107,280
|
|
|
$
|
—
|
|
|
$
|
107,280
|
|
|
$
|
—
|
|
Commercial
|
13,671
|
|
|
—
|
|
|
13,671
|
|
|
—
|
|
||||
Municipal bonds
|
122,334
|
|
|
—
|
|
|
122,334
|
|
|
—
|
|
||||
Collateralized mortgage obligations:
|
|
|
|
|
|
|
|
||||||||
Residential
|
43,166
|
|
|
—
|
|
|
43,166
|
|
|
—
|
|
||||
Commercial
|
20,486
|
|
|
—
|
|
|
20,486
|
|
|
—
|
|
||||
Corporate debt securities
|
79,400
|
|
|
—
|
|
|
79,400
|
|
|
—
|
|
||||
U.S. Treasury securities
|
40,989
|
|
|
—
|
|
|
40,989
|
|
|
—
|
|
||||
Single family mortgage servicing rights
|
112,439
|
|
|
—
|
|
|
—
|
|
|
112,439
|
|
||||
Single family loans held for sale
|
610,350
|
|
|
—
|
|
|
610,350
|
|
|
—
|
|
||||
Derivatives
|
|
|
|
|
|
|
|
||||||||
Forward sale commitments
|
1,071
|
|
|
—
|
|
|
1,071
|
|
|
—
|
|
||||
Interest rate lock commitments
|
11,939
|
|
|
—
|
|
|
—
|
|
|
11,939
|
|
||||
Interest rate swaps
|
11,689
|
|
|
—
|
|
|
11,689
|
|
|
—
|
|
||||
Total assets
|
$
|
1,174,814
|
|
|
$
|
—
|
|
|
$
|
1,050,436
|
|
|
$
|
124,378
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivatives
|
|
|
|
|
|
|
|
||||||||
Forward sale commitments
|
$
|
5,658
|
|
|
$
|
—
|
|
|
$
|
5,658
|
|
|
$
|
—
|
|
Interest rate lock commitments
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
||||
Interest rate swaps
|
972
|
|
|
—
|
|
|
972
|
|
|
—
|
|
||||
Total liabilities
|
$
|
6,636
|
|
|
$
|
—
|
|
|
$
|
6,630
|
|
|
$
|
6
|
|
(dollars in thousands)
|
At December 31, 2015
|
||||||||||||
Fair Value
|
|
Valuation
Technique
|
|
Significant Unobservable
Input
|
|
Low
|
|
High
|
|
Weighted Average
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
||
Loans held for investment, fair value option
|
$
|
21,544
|
|
|
Income approach
|
|
Implied spread to benchmark interest rate curve
|
|
3.26%
|
|
4.35%
|
|
4.01%
|
(dollars in thousands)
|
At December 31, 2015
|
||||||||||||
Fair Value
|
|
Valuation
Technique
|
|
Significant Unobservable
Input
|
|
Low
|
|
High
|
|
Weighted Average
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
||
Loans held for sale, fair value option
|
$
|
49,322
|
|
|
Income approach
|
|
Implied spread to benchmark interest rate curve
|
|
2.68%
|
|
7.62%
|
|
3.91%
|
|
|
|
|
|
Market price movement from comparable bond
|
|
(0.43)%
|
|
(0.06)%
|
|
(0.27)%
|
|
Year Ended December 31,
|
||||||
(in thousands)
|
2015
|
|
2014
|
||||
|
|
|
|
||||
Beginning balance, net
|
$
|
11,933
|
|
|
$
|
5,972
|
|
Total realized/unrealized gains
(1)
|
149,688
|
|
|
118,708
|
|
||
Settlements
|
(143,910
|
)
|
|
(112,747
|
)
|
||
Ending balance, net
|
$
|
17,711
|
|
|
$
|
11,933
|
|
(1)
|
All realized and unrealized gains and losses are recognized in earnings as net gain from mortgage loan origination and sale activities on the consolidated statements of operations. There were net unrealized gains (losses) of
$17.7 million
and
$11.9 million
for the years ended
December 31, 2015
and
2014
, respectively, recognized on interest rate lock commitments outstanding at
December 31, 2015
and
2014
, respectively.
|
(dollars in thousands)
|
At December 31, 2015
|
||||||||||||
Fair Value
|
|
Valuation
Technique
|
|
Significant Unobservable
Input
|
|
Low
|
|
High
|
|
Weighted Average
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
||
Interest rate lock commitments, net
|
$
|
17,711
|
|
|
Income approach
|
|
Fall out factor
|
|
0.60%
|
|
61.16%
|
|
15.80%
|
|
|
|
|
|
Value of servicing
|
|
0.53%
|
|
1.71%
|
|
0.80%
|
(dollars in thousands)
|
At December 31, 2014
|
||||||||||||
Fair Value
|
|
Valuation
Technique
|
|
Significant Unobservable
Input
|
|
Low
|
|
High
|
|
Weighted Average
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
||
Interest rate lock commitments, net
|
$
|
11,933
|
|
|
Income approach
|
|
Fall out factor
|
|
0.60%
|
|
77.9%
|
|
21.4%
|
|
|
|
|
|
Value of servicing
|
|
0.56%
|
|
1.94%
|
|
0.93%
|
|
Year Ended December 31, 2015
|
||||||||||||||||||
(in thousands)
|
Fair Value of Assets Held at December 31, 2015
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total Gains (Losses)
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans held for investment
(1)
|
$
|
7,492
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,492
|
|
|
$
|
127
|
|
Other real estate owned
(2)
|
7,230
|
|
|
—
|
|
|
—
|
|
|
7,230
|
|
|
(526
|
)
|
|||||
Total
|
$
|
14,722
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14,722
|
|
|
$
|
(399
|
)
|
|
Year Ended December 31, 2014
|
||||||||||||||||||
(in thousands)
|
Fair Value of Assets Held at December 31, 2014
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total Gains (Losses)
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans held for investment
(1)
|
$
|
19,021
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
19,021
|
|
|
$
|
(207
|
)
|
Other real estate owned
(2)
|
6,706
|
|
|
—
|
|
|
—
|
|
|
6,706
|
|
|
(41
|
)
|
|||||
Total
|
$
|
25,727
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
25,727
|
|
|
$
|
(248
|
)
|
(1)
|
Represents the carrying value of loans for which adjustments are based on the fair value of the collateral.
|
(2)
|
Represents other real estate owned where an updated fair value of collateral is used to adjust the carrying amount subsequent to the initial classification as other real estate owned.
|
|
At December 31, 2015
|
||||||||||||||||||
(in thousands)
|
Carrying
Value
|
|
Fair
Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
32,684
|
|
|
$
|
32,684
|
|
|
$
|
32,684
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Investment securities held to maturity
|
31,013
|
|
|
31,387
|
|
|
—
|
|
|
31,387
|
|
|
—
|
|
|||||
Loans held for investment
|
3,171,176
|
|
|
3,255,740
|
|
|
—
|
|
|
—
|
|
|
3,255,740
|
|
|||||
Loans held for sale - transferred from held for investment
|
6,814
|
|
|
6,814
|
|
|
—
|
|
|
—
|
|
|
6,814
|
|
|||||
Loans held for sale – multifamily
|
11,076
|
|
|
11,076
|
|
|
—
|
|
|
11,076
|
|
|
—
|
|
|||||
Mortgage servicing rights – multifamily
|
14,651
|
|
|
16,412
|
|
|
—
|
|
|
—
|
|
|
16,412
|
|
|||||
Federal Home Loan Bank stock
|
44,342
|
|
|
44,342
|
|
|
—
|
|
|
44,342
|
|
|
—
|
|
|||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Deposits
|
$
|
3,231,953
|
|
|
$
|
3,229,670
|
|
|
$
|
—
|
|
|
$
|
3,229,670
|
|
|
$
|
—
|
|
Federal Home Loan Bank advances
|
1,018,159
|
|
|
1,021,344
|
|
|
—
|
|
|
1,021,344
|
|
|
—
|
|
|||||
Long-term debt
|
61,857
|
|
|
60,239
|
|
|
—
|
|
|
60,239
|
|
|
—
|
|
|
At December 31, 2014
|
||||||||||||||||||
(in thousands)
|
Carrying
Value
|
|
Fair
Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
30,502
|
|
|
$
|
30,502
|
|
|
$
|
30,502
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Investment securities held to maturity
|
28,006
|
|
|
28,537
|
|
|
—
|
|
|
28,537
|
|
|
—
|
|
|||||
Loans held for investment
|
2,099,129
|
|
|
2,150,672
|
|
|
—
|
|
|
—
|
|
|
2,150,672
|
|
|||||
Loans held for sale – multifamily
|
10,885
|
|
|
10,855
|
|
|
—
|
|
|
10,855
|
|
|
—
|
|
|||||
Mortgage servicing rights – multifamily
|
10,885
|
|
|
12,540
|
|
|
—
|
|
|
—
|
|
|
12,540
|
|
|||||
Federal Home Loan Bank stock
|
33,915
|
|
|
33,915
|
|
|
—
|
|
|
33,915
|
|
|
—
|
|
|||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Deposits
|
$
|
2,445,430
|
|
|
$
|
2,445,635
|
|
|
$
|
—
|
|
|
$
|
2,445,635
|
|
|
$
|
—
|
|
Federal Home Loan Bank advances
|
597,590
|
|
|
600,599
|
|
|
—
|
|
|
600,599
|
|
|
—
|
|
|||||
Federal funds purchased and securities sold under agreements to repurchase
|
50,000
|
|
|
50,000
|
|
|
—
|
|
|
50,000
|
|
|
—
|
|
|||||
Long-term debt
|
61,857
|
|
|
60,235
|
|
|
—
|
|
|
60,235
|
|
|
—
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands, except share and per share data)
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
||||||
Net income
|
$
|
41,319
|
|
|
$
|
22,259
|
|
|
$
|
23,809
|
|
Weighted average shares:
|
|
|
|
|
|
||||||
Basic weighted-average number of common shares outstanding
|
20,818,045
|
|
|
14,800,689
|
|
|
14,412,059
|
|
|||
Dilutive effect of outstanding common stock equivalents
(1)
|
241,156
|
|
|
160,392
|
|
|
386,109
|
|
|||
Diluted weighted-average number of common stock outstanding
|
21,059,201
|
|
|
14,961,081
|
|
|
14,798,168
|
|
|||
Earnings per share:
|
|
|
|
|
|
||||||
Basic earnings per share
|
$
|
1.98
|
|
|
$
|
1.50
|
|
|
$
|
1.65
|
|
Diluted earnings per share
|
$
|
1.96
|
|
|
$
|
1.49
|
|
|
$
|
1.61
|
|
|
|
|
|
|
|
||||||
Dividends per share
|
$
|
—
|
|
|
$
|
0.11
|
|
|
$
|
0.33
|
|
(1)
|
Excluded from the computation of diluted earnings per share (due to their antidilutive effect) for the
years ended
December 31, 2015
,
2014
and
2013
were certain stock options and unvested restricted stock issued to key senior management personnel and directors of the Company. The aggregate number of common stock equivalents related to such options and unvested restricted shares, which could potentially be dilutive in future periods, was
zero
,
143,400
and
103,674
at
December 31, 2015
,
2014
and
2013
, respectively.
|
•
|
a funds transfer pricing (“FTP”) system, which allocates interest income credits and funding charges between the segments, assigning to each segment a funding credit for its liabilities, such as deposits, and a charge to fund its assets;
|
•
|
an allocation of charges for services rendered to the segments by centralized functions, such as corporate overhead, which are generally based on each segment’s consumption patterns; and
|
•
|
an allocation of the Company's consolidated income taxes which are based on the effective tax rate applied to the segment's pretax income or loss.
|
|
Year Ended December 31, 2015
|
||||||||||
(in thousands)
|
Mortgage
Banking
|
|
Commercial and
Consumer Banking
|
|
Total
|
||||||
|
|
|
|
|
|
||||||
Condensed income statement:
|
|
|
|
|
|
||||||
Net interest income
(1)
|
$
|
28,318
|
|
|
$
|
120,020
|
|
|
$
|
148,338
|
|
Provision for credit losses
|
—
|
|
|
6,100
|
|
|
6,100
|
|
|||
Noninterest income
|
251,870
|
|
|
29,367
|
|
|
281,237
|
|
|||
Noninterest expense
|
243,970
|
|
|
122,598
|
|
|
366,568
|
|
|||
Income before income taxes
|
36,218
|
|
|
20,689
|
|
|
56,907
|
|
|||
Income tax expense
|
12,916
|
|
|
2,672
|
|
|
15,588
|
|
|||
Net income
|
$
|
23,302
|
|
|
$
|
18,017
|
|
|
$
|
41,319
|
|
Total assets
|
$
|
848,445
|
|
|
$
|
4,046,050
|
|
|
$
|
4,894,495
|
|
|
Year Ended December 31, 2014
|
||||||||||
(in thousands)
|
Mortgage
Banking
|
|
Commercial and
Consumer Banking
|
|
Total
|
||||||
|
|
|
|
|
|
||||||
Condensed income statement:
|
|
|
|
|
|
||||||
Net interest income
(1)
|
$
|
16,683
|
|
|
$
|
81,986
|
|
|
$
|
98,669
|
|
Provision for credit losses
|
—
|
|
|
(1,000
|
)
|
|
(1,000
|
)
|
|||
Noninterest income
|
166,991
|
|
|
18,666
|
|
|
185,657
|
|
|||
Noninterest expense
|
172,199
|
|
|
79,812
|
|
|
252,011
|
|
|||
Income before income taxes
|
11,475
|
|
|
21,840
|
|
|
33,315
|
|
|||
Income tax expense
|
3,964
|
|
|
7,092
|
|
|
11,056
|
|
|||
Net income
|
$
|
7,511
|
|
|
$
|
14,748
|
|
|
$
|
22,259
|
|
Total assets
|
$
|
788,681
|
|
|
$
|
2,746,409
|
|
|
$
|
3,535,090
|
|
|
Year Ended December 31, 2013
|
||||||||||
(in thousands)
|
Mortgage
Banking
|
|
Commercial and
Consumer Banking
|
|
Total
|
||||||
|
|
|
|
|
|
||||||
Condensed income statement:
|
|
|
|
|
|
||||||
Net interest income
(1)
|
$
|
15,272
|
|
|
$
|
59,172
|
|
|
$
|
74,444
|
|
Provision for credit losses
|
—
|
|
|
900
|
|
|
900
|
|
|||
Noninterest income
|
175,654
|
|
|
15,091
|
|
|
190,745
|
|
|||
Noninterest expense
|
163,354
|
|
|
66,141
|
|
|
229,495
|
|
|||
Income before income taxes
|
27,572
|
|
|
7,222
|
|
|
34,794
|
|
|||
Income tax expense
|
9,736
|
|
|
1,249
|
|
|
10,985
|
|
|||
Net income
|
$
|
17,836
|
|
|
$
|
5,973
|
|
|
$
|
23,809
|
|
Total assets
|
$
|
489,292
|
|
|
$
|
2,576,762
|
|
|
$
|
3,066,054
|
|
(1)
|
Net interest income is the difference between interest earned on assets and the cost of liabilities to fund those assets. Interest earned includes actual interest earned on segment assets and, if the segment has excess liabilities, interest credits for providing funding to the other segment. The cost of liabilities includes interest expense on segment liabilities and, if the segment does not have enough liabilities to fund its assets, a funding charge based on the cost of excess liabilities from another segment.
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
|
||||||
Beginning balance
|
|
$
|
1,546
|
|
|
$
|
(11,994
|
)
|
|
$
|
9,190
|
|
Other comprehensive (loss) income before reclassifications
|
|
(1,325
|
)
|
|
15,072
|
|
|
(20,032
|
)
|
|||
Amounts reclassified from accumulated other comprehensive income
|
|
(2,670
|
)
|
|
(1,532
|
)
|
|
(1,152
|
)
|
|||
Net current-period other comprehensive (loss) income
|
|
(3,995
|
)
|
|
13,540
|
|
|
(21,184
|
)
|
|||
Ending balance
|
|
$
|
(2,449
|
)
|
|
$
|
1,546
|
|
|
$
|
(11,994
|
)
|
Affected Line Item in the Consolidated Statements of Operations
|
|
Amount Reclassified from Accumulated
Other Comprehensive Income
|
||||||||||
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
|
||||||
Gain on sale of investment securities available for sale
|
|
$
|
2,406
|
|
|
$
|
2,358
|
|
|
$
|
1,772
|
|
Income tax (benefit) expense
|
|
(264
|
)
|
|
826
|
|
|
620
|
|
|||
Total, net of tax
|
|
$
|
2,670
|
|
|
$
|
1,532
|
|
|
$
|
1,152
|
|
Condensed Statements of Financial Condition
|
At December 31,
|
||||||
(in thousands)
|
2015
|
|
2014
|
||||
|
|
|
|
||||
Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
7,777
|
|
|
$
|
5,270
|
|
Other assets
|
13,419
|
|
|
7,137
|
|
||
Investment in stock of subsidiaries
|
510,756
|
|
|
353,992
|
|
||
|
$
|
531,952
|
|
|
$
|
366,399
|
|
Liabilities:
|
|
|
|
||||
Other liabilities
|
4,820
|
|
|
2,304
|
|
||
Long-term debt
|
61,857
|
|
|
61,857
|
|
||
|
66,677
|
|
|
64,161
|
|
||
Shareholders’ Equity:
|
|
|
|
||||
Preferred stock, no par value
|
—
|
|
|
—
|
|
||
Common stock, no par value
|
511
|
|
|
511
|
|
||
Additional paid-in capital
|
222,328
|
|
|
96,615
|
|
||
Retained earnings
|
244,885
|
|
|
203,567
|
|
||
Accumulated other comprehensive income
|
(2,449
|
)
|
|
1,545
|
|
||
|
465,275
|
|
|
302,238
|
|
||
|
$
|
531,952
|
|
|
$
|
366,399
|
|
Condensed Statements of Operations
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
||||||
Net interest expense
|
$
|
(1,036
|
)
|
|
$
|
(1,059
|
)
|
|
$
|
(2,545
|
)
|
Noninterest income
|
1,686
|
|
|
561
|
|
|
970
|
|
|||
Income (loss) before income tax benefit and equity in income of subsidiaries
|
650
|
|
|
(498
|
)
|
|
(1,575
|
)
|
|||
Dividend from HomeStreet Capital to parent
|
13,181
|
|
|
4,200
|
|
|
19,600
|
|
|||
|
13,831
|
|
|
3,702
|
|
|
18,025
|
|
|||
Noninterest expense
|
7,239
|
|
|
4,664
|
|
|
2,281
|
|
|||
Income before income tax benefit
|
6,592
|
|
|
(962
|
)
|
|
15,744
|
|
|||
Income tax benefit
|
(561
|
)
|
|
(1,827
|
)
|
|
(1,474
|
)
|
|||
Income from subsidiaries
|
$
|
34,166
|
|
|
$
|
21,394
|
|
|
$
|
6,591
|
|
Net income
|
$
|
41,319
|
|
|
$
|
22,259
|
|
|
$
|
23,809
|
|
|
|
|
|
|
|
||||||
Other comprehensive (loss) income
|
(3,995
|
)
|
|
13,540
|
|
|
(21,184
|
)
|
|||
Comprehensive income
|
$
|
37,324
|
|
|
$
|
35,799
|
|
|
$
|
2,625
|
|
Condensed Statements of Cash Flows
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
||||||
Net cash provided by (used in) operating activities
|
$
|
2,654
|
|
|
$
|
5,693
|
|
|
$
|
(483
|
)
|
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Net purchases of and proceeds from investment securities
|
673
|
|
|
1,000
|
|
|
(5,797
|
)
|
|||
Net payments for investments in and advances to subsidiaries
|
(992
|
)
|
|
(732
|
)
|
|
(12,172
|
)
|
|||
Net cash (used in) provided by investing activities
|
(319
|
)
|
|
268
|
|
|
(17,969
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from issuance of common stock
|
177
|
|
|
130
|
|
|
188
|
|
|||
Dividends paid
|
(5
|
)
|
|
(1,628
|
)
|
|
—
|
|
|||
Proceeds from and repayment of advances from subsidiaries
|
—
|
|
|
(3,527
|
)
|
|
30
|
|
|||
Net cash provided by (used in) financing activities
|
172
|
|
|
(5,025
|
)
|
|
218
|
|
|||
Increase (decrease) in cash and cash equivalents
|
2,507
|
|
|
936
|
|
|
(18,234
|
)
|
|||
Cash and cash equivalents at beginning of year
|
5,270
|
|
|
4,334
|
|
|
22,568
|
|
|||
Cash and cash equivalents at end of year
|
$
|
7,777
|
|
|
$
|
5,270
|
|
|
$
|
4,334
|
|
|
Quarter Ended
|
||||||||||||||||||||||||||||||
(in thousands, except share data)
|
Dec. 31, 2015
|
|
Sept. 30, 2015
|
|
June 30, 2015
|
|
Mar. 31, 2015
|
|
Dec. 31, 2014
|
|
Sept. 30, 2014
|
|
June 30, 2014
|
|
Mar. 31, 2014
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest income
|
$
|
44,438
|
|
|
$
|
43,990
|
|
|
$
|
42,440
|
|
|
$
|
34,246
|
|
|
$
|
30,780
|
|
|
$
|
28,478
|
|
|
$
|
26,225
|
|
|
$
|
25,810
|
|
Interest expense
|
4,698
|
|
|
4,356
|
|
|
4,210
|
|
|
3,512
|
|
|
3,278
|
|
|
3,170
|
|
|
3,078
|
|
|
3,098
|
|
||||||||
Net interest income
|
39,740
|
|
|
39,634
|
|
|
38,230
|
|
|
30,734
|
|
|
27,502
|
|
|
25,308
|
|
|
23,147
|
|
|
22,712
|
|
||||||||
Provision (reversal of provision) for credit losses
|
1,900
|
|
|
700
|
|
|
500
|
|
|
3,000
|
|
|
500
|
|
|
—
|
|
|
—
|
|
|
(1,500
|
)
|
||||||||
Net interest income after provision for credit losses
|
37,840
|
|
|
38,934
|
|
|
37,730
|
|
|
27,734
|
|
|
27,002
|
|
|
25,308
|
|
|
23,147
|
|
|
24,212
|
|
||||||||
Noninterest income
|
65,409
|
|
|
67,468
|
|
|
72,987
|
|
|
75,373
|
|
|
51,487
|
|
|
45,813
|
|
|
53,650
|
|
|
34,707
|
|
||||||||
Noninterest expense
|
92,725
|
|
|
92,026
|
|
|
92,335
|
|
|
89,482
|
|
|
68,791
|
|
|
64,158
|
|
|
62,971
|
|
|
56,091
|
|
||||||||
Income before income tax expense
|
10,524
|
|
|
14,376
|
|
|
18,382
|
|
|
13,625
|
|
|
9,698
|
|
|
6,963
|
|
|
13,826
|
|
|
2,828
|
|
||||||||
Income tax expense
|
1,846
|
|
|
4,415
|
|
|
6,006
|
|
|
3,321
|
|
|
4,077
|
|
|
1,988
|
|
|
4,464
|
|
|
527
|
|
||||||||
Net income
|
$
|
8,678
|
|
|
$
|
9,961
|
|
|
$
|
12,376
|
|
|
$
|
10,304
|
|
|
$
|
5,621
|
|
|
$
|
4,975
|
|
|
$
|
9,362
|
|
|
$
|
2,301
|
|
Basic earnings per share
|
$
|
0.39
|
|
|
$
|
0.45
|
|
|
$
|
0.56
|
|
|
$
|
0.60
|
|
|
$
|
0.38
|
|
|
$
|
0.34
|
|
|
$
|
0.63
|
|
|
$
|
0.16
|
|
Diluted earnings per share
|
$
|
0.39
|
|
|
$
|
0.45
|
|
|
$
|
0.56
|
|
|
$
|
0.59
|
|
|
$
|
0.38
|
|
|
$
|
0.33
|
|
|
$
|
0.63
|
|
|
$
|
0.15
|
|
ITEM 9
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A
|
CONTROLS AND PROCEDURES
|
•
|
Implemented controls sufficient to detect an error resulting from a control failure within accounts payable and payroll processing.
|
•
|
Developed written desk procedures and conducted staff training for accounts payable and payroll processing.
|
•
|
Enhanced the Project Management Methodology (PMM) to ensure effective systems implementation controls and oversight.
|
•
|
Enhanced the risk assessment process to identify control and oversight improvements for new systems planning, implementation, and post-implementation monitoring.
|
•
|
Integrated Systems Development Lifecycle (SDLC) components into the project management methodology, such as requirements traceability, internal controls risk assessments, formal testing methodologies, and other oversight functions.
|
ITEM 10
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11
|
EXECUTIVE COMPENSATION
|
ITEM 12
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
ITEM 13
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
|
ITEM 14
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
ITEM 15
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
(a)
|
Financial Statements and Financial Statement Schedules
|
(i)
|
Financial Statements
|
(ii)
|
Financial Statement Schedules
|
(iii)
|
Exhibits
|
Exhibit
Number
|
|
Description
|
|
|
|
3.1
(1)
|
|
Second Amended and Restated Bylaws of HomeStreet, Inc.
|
|
|
|
3.2
(2)
|
|
Second Amended and Restated Articles of Incorporation of HomeStreet, Inc.
|
|
|
|
3.3
(3)
|
|
First Amendment to Second Amended and Restated Articles of Incorporation of HomeStreet, Inc.
|
|
|
|
3.4
(4)
|
|
Amendment to Second Amended and Restated Articles of Incorporation of HomeStreet, Inc.
|
|
|
|
4.1
(5)
|
|
Form of Common Stock Certificate
|
|
|
|
4.2
|
|
Reference is made to Exhibit 3.1
|
|
|
|
4.3
|
|
Instruments with respect to long-term debt of HomeStreet, Inc. and its consolidated subsidiaries are omitted pursuant to Item 601(b)(4)(iii) of Regulation S-K since the total amount of securities authorized thereunder does not exceed 10 percent of the total assets of HomeStreet, Inc. and its subsidiaries on a consolidated basis. HomeStreet, Inc. hereby agrees to furnish a copy of any such instrument to the Securities and Exchange Commission upon request.
|
|
|
|
10.1
(6)
|
|
HomeStreet, Inc. 2010 Equity Incentive Plan
|
|
|
|
10.2
(7)
|
|
HomeStreet, Inc. 2014 Equity Incentive Plan
|
|
|
|
10.3
(7)
|
|
Standard Form of Restricted Stock Unit Agreement under the 2014 Plan
|
|
|
|
10.4
(7)
|
|
Standard Form of Performance Share Unit Agreement under the 2014 Plan
|
|
|
|
10.5
|
|
Amended and Restated HomeStreet, Inc. 401(k) Savings Plan, as of January 1, 2015
|
|
|
|
10.6
|
|
Amendment to the HomeStreet, Inc. 401(k) Savings Plan adopted as of January 1, 2016
|
|
|
|
10.7
(6)
|
|
HomeStreet, Inc. Directors’ Deferred Compensation Plan, effective February 1, 2004, as amended and restated December 19, 2008, executed by HomeStreet, Inc. and HomeStreet Bank
|
|
|
|
10.8
(6)
|
|
HomeStreet, Inc. Executive Deferred Compensation Plan, effective February 1, 2004, as amended and restated December 19, 2008, executed by HomeStreet, Inc., HomeStreet Bank and HomeStreet Capital Corporation
|
|
|
|
10.9
(8)
|
|
Form of HomeStreet, Inc. Award Agreement for Nonqualified Stock Options and Standard Terms and Conditions for Nonqualified Stock Options, granted October 22, 2010 and November 29, 2010
|
|
|
|
10.10
(7)
|
|
Employment Agreement between HomeStreet, Inc., HomeStreet Bank, and Mark Mason, dated March 11, 2015
|
|
|
|
10.11
(9)
|
|
Employment Agreement between HomeStreet, Inc., HomeStreet Bank, and Godfrey Evans, dated March 26, 2015
|
|
|
|
10.12
(10)
|
|
Employment Agreement between HomeStreet, Inc., HomeStreet Bank, and Melba Bartels, dated August 3, 2015
|
|
|
|
10.13
(9)
|
|
Separation Agreement between HomeStreet Bank and Cory Stewart
|
|
|
|
10.14
(6)
|
|
Form of Officer Indemnification Agreement for HomeStreet, Inc.
|
|
|
|
10.15
(6)
|
|
Form of Director Indemnification Agreement for HomeStreet, Inc.
|
|
|
|
10.16
(6)
|
|
Form of 2011 Director and Officer Indemnification for HomeStreet, Inc.
|
|
|
|
10.17
(11)†
|
|
Office Lease, dated March 5, 1992, between Continental, Inc. and One Union Square Venture ("Office Lease"), as amended by Supplemental Lease Agreement dated August 25, 1992, Second Amendment to Lease dated May 6, 1998, Third Amendment to Lease dated June 17, 1998, Fourth Amendment to Lease dated February 15, 2000, Fifth Amendment to Lease dated July 30, 2001, Sixth Amendment to Lease dated March 5, 2002, Seventh Amendment to Lease dated May 19, 2004, Eighth Amendment to Lease dated August 31, 2004, Ninth Amendment to Lease dated April 19, 2006, Tenth Amendment to Lease dated July 20, 2006, Eleventh Amendment to Lease dated December 27, 2006, Twelfth Amendment to Lease dated October 1, 2007, Thirteenth Amendment to Lease dated January 26, 2010, Fourteenth Amendment to Lease dated January 19, 2012, Fifteenth Amendment to Lease dated May 24, 2012, Sixteenth Amendment to Lease dated September 12, 2012, Seventeenth Amendment to Lease dated November 8, 2012, Eighteenth Amendment to Lease dated May 3, 2013, Nineteenth Amendment to Lease dated May 28, 2013 and Twentieth Amendment to Lease dated June 19, 2013.
|
|
|
|
10.18
(7)
|
|
Twenty-First Amendment to Office Lease dated December 24, 2014.
|
|
|
|
10.19
|
|
Advances, Security and Deposit Agreement, dated as of June 1, 2015, between HomeStreet Bank and the Federal Home Loan Bank of Des Moines
|
|
|
|
10.20
(11)
|
|
Letter Agreement, dated January 15, 2013, by HomeStreet Bank to Federal Reserve Bank of San Francisco
|
|
|
|
10.21
(6)
|
|
Master Custodial Agreement for Custody of Single Family MBS Pool Mortgage Loans, dated October 2009, between HomeStreet Bank, Federal National Mortgage Association, and U.S. Bank, N.A.
|
|
|
|
10.22
(8)
†
|
|
Master Agreement ML 02783 between HomeStreet Bank and Fannie Mae, dated March 15, 2010, amended by Letter Agreement dated March 15, 2011
|
|
|
|
10.23
(6)
|
|
Master Agreement, dated as of June 17, 2010, between HomeStreet Bank and Freddie Mac
|
|
|
|
10.24
(8)
†
|
|
Cash Pledge Agreement, dated as of June 1, 2010, between HomeStreet Bank and Federal Home Loan Mortgage Corporation
|
|
|
|
10.25
(1)
|
|
Amended and Restated Limited Liability Company Agreement of Windermere Mortgage Services Series LLC, dated May 1, 2005, including form of separate series designation
|
|
|
|
10.26
(6)
|
|
Correspondent Purchase and Sale Agreement, effective September 1, 2010, between HomeStreet Bank and Windermere Mortgage Services Series LLC
|
|
|
|
10.27
(7)
|
|
HomeStreet, Inc. 2014 Management/Support Performance-Based Annual Incentive Compensation Plan
|
|
|
|
10.28
|
|
HomeStreet Bank 2015 Performance-Based Annual Incentive Compensation Plan
|
|
|
|
10.29
(8)
|
|
Master Agreement between HomeStreet Bank and Government National Mortgage Association effective January 3, 2011
|
|
|
|
10.30
(12) †
|
|
Servicing Rights Purchase and Sale Agreement between HomeStreet Bank and SunTrust Mortgage, Inc. dated June 30, 2014.
|
|
|
|
10.31
(13)
|
|
Agreement and Plan of Merger dated as of September 27, 2014 between HomeStreet, Inc. and Simplicity Bancorp, Inc.
|
|
|
|
10.32
(14)
|
|
Agreement and Plan of Merger dated as of September 25, 2015 between HomeStreet, Inc., HomeStreet Bank and Orange County Business Bank
|
|
|
|
21
|
|
Subsidiaries of HomeStreet, Inc.
|
|
|
|
23.1
|
|
Consent of Deloitte & Touche LLP
|
|
|
|
24.1
|
|
Powers of Attorney. Contained in the signature page of this Annual Report on Form 10-K and incorporated herein by reference.
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.
|
|
|
|
31.2
|
|
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.
|
|
|
|
32
|
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith.
|
|
|
|
101.INS
(15)(16)
|
|
XBRL Instance Document
|
|
|
|
101.SCH
(15)
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL
(15)
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF
(15)
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
101.LAB
(15)
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
101.PRE
(15)
|
|
XBRL Taxonomy Extension Definitions Linkbase Document
|
(1)
|
Filed as an exhibit to HomeStreet, Inc.’s Amendment No. 3 to Registration Statement on Form S-1 (SEC File No. 333-173980) filed on July 8, 2011, and incorporated herein by reference.
|
|
|
(2)
|
Filed as an exhibit to HomeStreet, Inc.’s Amendment No. 4 to Registration Statement on Form S-1 (SEC File No. 333-173980) filed on July 26, 2011, and incorporated herein by reference.
|
|
|
(3)
|
Filed as an exhibit to HomeStreet, Inc.’s Current Report on Form 8-K (SEC File No. 001-35424) filed on February 29, 2012, and incorporated herein by reference.
|
|
|
(4)
|
Filed as an exhibit to HomeStreet, Inc.’s Current Report on Form 8-K (SEC File No. 001-35424) filed on October 25, 2012, and incorporated herein by reference.
|
|
|
(5)
|
Filed as an exhibit to HomeStreet, Inc.’s Amendment No. 5 to Registration Statement on Form S-1 (SEC File No. 333-173980) filed on August 9, 2011, and incorporated herein by reference.
|
|
|
(6)
|
Filed as an exhibit to HomeStreet, Inc.’s Amendment No. 1 to Registration Statement on Form S-1 (SEC File No. 333-173980) filed on May 19, 2011, and incorporated herein by reference.
|
|
|
(7)
|
Filed as an exhibit to HomeStreet, Inc.’s Annual Report on Form 10-K (SEC File No. 001-35424) filed on March 25, 2015, and incorporated herein by reference.
|
|
|
(8)
|
Filed as an exhibit to HomeStreet, Inc.’s Amendment No. 2 to Registration Statement on Form S-1 (SEC File No. 333-173980) filed on June 21, 2011, and incorporated herein by reference.
|
|
|
(9)
|
Filed as an exhibit to HomeStreet, Inc.’s Quarterly Report on Form 10-Q (SEC File No. 001-35424) filed on May 11, 2015, and incorporated herein by reference.
|
|
|
(10)
|
Filed as an exhibit to HomeStreet Inc.’s Quarterly Report on Form 10-Q (SEC File No. 001-35424) filed on August 6, 2015, and incorporated herein by reference.
|
|
|
(11)
|
Filed as an exhibit to HomeStreet, Inc.’s Annual Report on Form 10-K (SEC File No. 001-35424) filed on March 17, 2014, and incorporated herein by reference.
|
|
|
(12)
|
Filed as an exhibit to HomeStreet, Inc.’s Current Report on Form 8-K (SEC File No. 001-35424) filed on July 7, 2014, and incorporated herein by reference.
|
|
|
(13)
|
Filed as an exhibit to HomeStreet, Inc.’s Current Report on Form 8-K (SEC File No. 001-35424) filed on September 29, 2014, and incorporated herein by reference.
|
|
|
(14)
|
Filed as an exhibit to HomeStreet Inc.’s Current Report on Form 8-K (SEC File No. 001-35424) filed on September 28, 2015, and incorporated herein by reference.
|
|
|
(15)
|
As provided in Rule 406T of Regulation S-T, this information shall not be deemed “filed” for purposes of Section 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934 or otherwise subject to liability under those sections.
|
|
|
(16)
|
Pursuant to Rule 405 of Regulation S-T, includes the following financial information included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, formatted in XBRL (eXtensible Business Reporting Language) interactive data files: (i) the Consolidated Statements of Operations for the three years ended December 31, 2015, (ii) the Consolidated Statements of Financial Condition as of December 31, 2015 and December 31, 2014, (iii) the Consolidated Statements of Shareholders’ Equity and Comprehensive Income for the three years ended December 31, 2015, (iv) the Consolidated Statements of Cash Flows for the three years ended December 31, 2015, and (v) the Notes to Consolidated Financial Statements.
|
|
|
†
|
Portions of this exhibit have been omitted pursuant to a confidential treatment order by the Securities and Exchange Commission.
|
|
HomeStreet, Inc.
|
|
|
|
|
|
By:
|
/s/ Mark K. Mason
|
|
|
Mark K. Mason
|
|
|
President and Chief Executive Officer
|
|
HomeStreet, Inc.
|
|
|
|
|
|
By:
|
/s/ Melba A. Bartels
|
|
|
Melba A. Bartels
|
|
|
Senior Executive Vice President and
Chief Financial Officer |
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Mark K. Mason
|
|
Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)
|
|
March 10, 2016
|
Mark K. Mason, Chairman
|
|
|
|
|
|
|
|
|
|
/s/ David A. Ederer
|
|
Chairman Emeritus of the Board
|
|
March 10, 2016
|
David A. Ederer, Chairman Emeritus
|
|
|
|
|
|
|
|
|
|
/s/ Melba A. Bartels
|
|
Senior Executive Vice President and Chief Financial Officer
|
|
March 10, 2016
|
Melba A. Bartels
|
|
|
|
|
|
|
|
|
|
/s/ Scott M. Boggs
|
|
Director
|
|
March 10, 2016
|
Scott M. Boggs
|
|
|
|
|
|
|
|
|
|
/s/ Timothy R. Chrisman
|
|
Director
|
|
March 10, 2016
|
Timothy R. Chrisman
|
|
|
|
|
|
|
|
|
|
/s/ Victor H. Indiek
|
|
Director
|
|
March 10, 2016
|
Victor H. Indiek
|
|
|
|
|
|
|
|
|
|
/s/ Thomas E. King
|
|
Director
|
|
March 10, 2016
|
Thomas E. King
|
|
|
|
|
|
|
|
|
|
/s/ George W. Kirk
|
|
Director
|
|
March 10, 2016
|
George Kirk
|
|
|
|
|
|
|
|
|
|
/s/ Douglas I. Smith
|
|
Director
|
|
March 10, 2016
|
Douglas I. Smith
|
|
|
|
|
|
|
|
|
|
/s/ Donald R. Voss
|
|
Director
|
|
March 10, 2016
|
Donald R. Voss
|
|
|
|
|
|
|
|
|
|
/s/ Bruce W. Williams
|
|
Director
|
|
March 10, 2016
|
Bruce W. Williams
|
|
|
|
|
TABLE OF CONTENTS
|
Page
|
|
||
ARTICLE I
|
|
Name
|
1
|
|
ARTICLE II
|
|
Definitions
|
2
|
|
A.
|
“Accrued Benefit”
|
2
|
|
|
B.
|
“Anniversary Date”
|
2
|
|
|
C.
|
“Board”
|
2
|
|
|
D.
|
“Code”
|
2
|
|
|
E.
|
“Committee”
|
2
|
|
|
F.
|
“Compensation”
|
2
|
|
|
G.
|
“Effective Date”
|
5
|
|
|
H.
|
“Eligibility Computation Period”
|
5
|
|
|
I.
|
“Employee”
|
5
|
|
|
J.
|
“Enrollment Date”
|
5
|
|
|
K.
|
“ERISA”
|
5
|
|
|
L.
|
“Event of Forfeiture”
|
5
|
|
|
M.
|
“Fiscal Year”
|
5
|
|
|
N.
|
“Fund”
|
6
|
|
|
O.
|
“Highly-Compensated Employee”
|
6
|
|
|
P.
|
“Hour of Service”
|
6
|
|
|
Q.
|
“One-Year Break in Service”
|
7
|
|
|
R.
|
“Participant”
|
7
|
|
|
S.
|
“Plan”
|
7
|
|
T.
|
“Plan Year”
|
7
|
|
|
U.
|
“Spouse”
|
7
|
|
|
V.
|
“Trust”
|
8
|
|
|
W.
|
“Trustee”
|
8
|
|
|
X.
|
“Valuation Date”
|
8
|
|
|
Y.
|
“Vesting Computation Period”
|
8
|
|
|
Z.
|
“Year of Service”
|
8
|
|
|
AA.
|
“Miscellaneous.”
|
8
|
|
|
BB.
|
“WMS 401(k) Plan”
|
8
|
|
|
CC.
|
“WMS Money Purchase Pension Plan”
|
8
|
|
|
DD.
|
“HomeSelect Plan”
|
8
|
|
|
EE.
|
“Employer Stock”
|
8
|
|
|
ARTICLE III
|
|
Eligible Employees
|
8
|
|
A.
|
Exclusions
|
8
|
|
|
B.
|
Eligibility for Employer Contributions
|
9
|
|
|
C.
|
Eligibility to Make Employee Pre-Tax Contributions
|
9
|
|
|
D.
|
Other Eligibility Provisions
|
9
|
|
|
ARTICLE IV
|
|
Contributions
|
10
|
|
A.
|
No Employer Discretionary Profit Sharing Contribution
|
10
|
|
|
B.
|
Employee Pre-Tax Contributions
|
10
|
|
|
C.
|
Roth 401(k) Contributions
|
13
|
|
|
D.
|
Employer Matching Contributions
|
15
|
|
|
E.
|
Hardship Withdrawals of Elective Deferrals
|
16
|
|
|
F.
|
Date of Payment
|
17
|
|
|
G.
|
Profit Sharing Plan
|
18
|
|
|
ARTICLE V
|
|
Participant’s Accounts, Valuation, Maximum Contribution
|
18
|
|
A.
|
Participant’s Accounts
|
18
|
|
|
B.
|
Allocations of Contributions
|
18
|
|
|
C.
|
RESERVED
|
18
|
|
|
D.
|
Trust Valuation
|
18
|
|
|
E.
|
Maximum Contributions
|
19
|
|
|
|
1.
|
Annual Addition
|
19
|
|
|
2.
|
Excess Annual Addition
|
20
|
|
|
3.
|
Contributions and Benefit Limits
|
20
|
|
F.
|
Forfeitures and Reinstatement of Forfeitures
|
20
|
|
|
ARTICLE VI
|
|
Nonforfeitable Accrued Benefit
|
21
|
|
A.
|
Allocations Not Vested
|
21
|
|
|
B.
|
Vesting Period
|
21
|
|
|
C.
|
Amendment to Vesting Computation Period or Vesting Schedule
|
22
|
|
|
D.
|
Full Vesting
|
23
|
|
|
E.
|
Participant’s Commencement of Excluded Employment
|
23
|
|
|
F.
|
Transfer of Participants
|
23
|
|
|
ARTICLE VII
|
|
Distribution of Benefits
|
23
|
|
A.
|
Retirement Age and Options
|
23
|
|
|
|
1.
|
Employment After Normal Retirement Age
|
24
|
|
|
|
a. Election to Receive Benefits While Still Employed
|
24
|
|
|
|
b. Required Receipt of Benefits
|
24
|
|
|
2.
|
Date of Retired Participant’s First Payment
|
24
|
|
|
3.
|
Deferral of Benefits
|
24
|
|
|
4.
|
Form of Payment
|
25
|
|
|
5.
|
Reserved.
|
25
|
|
|
6.
|
Minimum Required Distribution Under Final Regulations
|
25
|
|
B.
|
Death
|
29
|
|
|
|
1.
|
Death Prior to Commencement of Benefits
|
30
|
|
C.
|
Disability
|
31
|
|
|
D.
|
Termination of Employment
|
31
|
|
|
E.
|
Time of First Payment
|
32
|
|
|
F.
|
Distribution of Allocation Attributable to Last Year of Participation
|
32
|
|
|
G.
|
Distribution to Minors or Incompetents
|
32
|
|
|
H.
|
No Reduction in Benefits by Reason of Increase in Social Security Benefits
|
33
|
|
|
I.
|
In-Plan Roth Transfers
|
33
|
|
|
ARTICLE VIII
|
|
Provision Against Anticipation
|
34
|
|
A.
|
No Alienation of Benefits
|
34
|
|
|
B.
|
Qualified Domestic Relations Orders
|
34
|
|
|
C.
|
Assignment of Benefits
|
36
|
|
|
ARTICLE IX
|
|
Loans to Participants
|
36
|
|
ARTICLE X
|
|
Administrative Committee – Named Fiduciary and Administrator
|
37
|
|
A.
|
Appointment of Committee
|
37
|
|
|
B.
|
Committee Action
|
37
|
|
|
C.
|
Rights and Duties
|
37
|
|
|
D.
|
Investments
|
38
|
|
|
E.
|
Information - Reporting and Disclosure
|
38
|
|
|
F.
|
Standard of Care Imposed Upon the Committee
|
38
|
|
|
G.
|
Allocation and Delegation of Responsibility
|
39
|
|
|
H.
|
Bonding
|
|
||
I.
|
Claims Procedure
|
39
|
|
|
J.
|
Funding Policy
|
39
|
|
|
K.
|
Indemnification
|
39
|
|
|
L.
|
Compensation, Expenses
|
40
|
|
|
ARTICLE XI
|
|
Investment of Trust Funds
|
40
|
|
A.
|
Investment of Employee Pre-Tax Contribution Accounts, Roth 401(k) Contribution Accounts, Participant-Directed Profit Sharing Accounts, Employer Matching Contribution Accounts, and Rollover Accounts.
|
40
|
|
|
B.
|
Standard of Care Imposed Upon Trustee
|
41
|
|
|
C.
|
Diversification Requirements for Publicly Traded Stock
|
41
|
|
|
ARTICLE XII
|
|
Mergers and Consolidations
|
43
|
|
ARTICLE XIII
|
|
Amendment and Termination of Plan and Trust
|
43
|
|
A.
|
Right to Amend and Terminate
|
43
|
|
|
B.
|
No Revesting
|
43
|
|
|
C.
|
Exclusive Benefit of Employees
|
43
|
|
|
D.
|
Termination
|
43
|
|
|
ARTICLE XIV
|
|
Top Heavy Plans Defined and Other Definitions
|
44
|
|
A.
|
Top Heavy Plan
|
44
|
|
|
B.
|
Additional Definitions for Use in this Article and Article XV
|
44
|
|
|
|
1.
|
Accrued Benefits
|
44
|
|
|
2.
|
Controlled Group
|
45
|
|
|
3.
|
Determination Date
|
45
|
|
|
4.
|
Key Employee
|
45
|
|
|
5.
|
Minimum Benefit Accrual
|
46
|
|
|
6.
|
Non-key Employee
|
46
|
|
|
7.
|
Permissively Aggregated
|
46
|
|
|
8.
|
Required Aggregation Group
|
46
|
|
ARTICLE XV
|
|
Additional Requirements Applicable to Top Heavy Plans
|
46
|
|
A.
|
Minimum Vesting Requirements
|
46
|
|
|
B.
|
Minimum Employer Contributions
|
47
|
|
|
|
1.
|
General Rule
|
47
|
|
|
2.
|
Exceptions
|
48
|
|
|
3.
|
Employee Participating in Defined Benefit Plan
|
48
|
|
|
4.
|
Specific Rules
|
48
|
|
ARTICLE XVI
|
|
Right to Discharge Employees
|
48
|
|
ARTICLE XVII
|
|
Return of Contributions; Declaration of Trust Contingent on Internal Revenue Service Approval
|
49
|
|
ARTICLE XVIII
|
|
Rollover Contributions; Trust to Trust Transfers
|
49
|
|
A.
|
Rollover Contributions To This Plan
|
49
|
|
|
B.
|
Trust to Trust Transfers
|
50
|
|
|
C.
|
Definitions
|
50
|
|
|
|
1.
|
Eligible Rollover Distribution
|
51
|
|
|
2.
|
Eligible Retirement Plan
|
52
|
|
|
3.
|
Distributee
|
52
|
|
|
4.
|
Direct Rollover
|
53
|
|
ARTICLE XIX
|
|
Transfers of Employment
|
53
|
|
•
|
New employees must be employed by September 30 in a given Plan Year to be eligible for an award related to performance in that Plan Year.
|
•
|
Employees hired after September 30 must wait until the next fiscal year to be eligible for an award.
|
•
|
Employees who become a Plan participant during the year and work a partial year, will receive pro-rated awards based on the number of months worked during the partial Plan Year.
|
•
|
A Plan participant must be an active employee as of the award payout date to earn and receive an award, except for partial awards available in limited circumstances as outlined in this Plan.
|
•
|
Plan participants must not be on a Performance Improvement Plan at the time the award is to be paid in order to earn an award; otherwise the award is neither earned, nor will be paid.
|
•
|
Participants will not earn incentive pay if the Participant’s conduct during the Plan Year or before the award is paid is considered by the Company to be a violation of applicable laws or regulations or in violation of the Company’s professional or ethical standards.
|
•
|
Company Performance Goal(s)
- The Company’s goal(s) are determined by using performance history, peer data, market data and management’s judgment of what reasonable levels can be reached, based on previous experience and projected market conditions. Once the target performance is established, the threshold and maximum performance will also be determined. The specific Company performance criteria for Plan participants will be recommended by management to the HRCG of the Board of Directors
|
•
|
Business Unit Goal(s)
- The business unit goal(s) are determined by using performance history, financial forecasting and management’s judgment of what reasonable levels can be reached based on previous experience and projected market conditions. The specific business unit performance criteria for Plan participants will be recommended by senior management to the CEO.
|
•
|
Individual Goal(s)
- Each participant will set target performance goals that are
S
pecific
M
easurable,
A
chievable,
R
elevant and
T
ime based (SMART). Business Unit participants will develop goals that focus primarily on supporting department objectives such as production and profitability as well as specific business strategies that support the overall company goals. Non-business units or support departments will set similar SMART goals which will be aligned with the department and corporate goals. The number of performance criteria included, the specific type of performance criteria to use, and the weighting of each criterion for the overall incentive award will vary based on the position and role of each participant and will be determined by each participant’s manager.
|
•
|
Personal Performance
- Each participant’s performance will be assessed at year-end against established goals by his/her manager. Exceeding goal expectations is reserved for a small segment of the plan participant population who achieve extraordinary results impacting the success of the organization. Payout will not exceed 150% of target. In certain instances the Plan participant’s individual incentive award may be reduced or increased at the discretion of management. This adjustment may be tied to the individual participant’s performance for the year as documented by their annual performance rating. Personal Performance constitutes 50% of the overall incentive target.
|
•
|
Corporate Or Business Unit Performance
- The Company’s performance will be based on the Company’s success as measured by criteria determined by the HRCG of the Board of Directors, with input from the CEO. The percentage of payout for overall Company performance will be allocated based on the corporate achievement. The business unit’s performance will be based on the business unit’s success as measured by criteria determined by the senior manager, with input from the CEO. The percentage of payout for overall business unit performance will be allocated based on the business unit achievement. Corporate or Business Unit Performance constitutes 50% of the overall incentive target.
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Threshold Performance - The minimum level of performance needed for corporate or business unit performance incentives to be paid.
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Target Performance - The expected level of corporate or business unit performance based upon both historical performance and management’s best judgment of expected performance during the performance period.
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Maximum Performance - The level of corporate or business unit performance, which based upon historical performance and management’s judgment, would be exceptional or significantly beyond the expected.
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Corporate or Business Unit measures result in a below target achievement interpolated result of 75% and individual achieves target:
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Individual 2015 Annual Bonus Target of $10,000
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Individual Performance equals 100%
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Corporate/Business Unit Performance equals 75%
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Individual payout: $10,000 X 50% X 100% = $5,000
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Corporate/Business Unit payout: $10,000 X 50% X 75% = $3,750
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Total payout: $5,000 + $3,750 = $8,750
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Corporate or Business Unit measures result in an above target achievement of 125% and individual achieves 75%:
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Individual 2015 Annual Bonus Target of $10,000
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Individual Performance equals 75%
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Corporate/Business Unit Performance equals 125%
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Individual payout: $10,000 X 50% X 75% = $3,750
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Corporate/Business Unit payout: $10,000 X 50% X 125% = $6,250
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Total payout: $6,250 + $3,750 = $12,500
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Materially inaccurate financial information was used in determining or setting such incentive award. The claw-back period will be a rolling three year look back.
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A participant’s activities posed imprudent risk to the organization. The claw-back period will be a rolling three year look back. In other words, if the participant’s activities at any time in the preceding three years posed imprudent risk to the Bank, the Bank may claw-back or recover the amount paid to him/her as a result of the imprudent risk.
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Eligible employees whose performance otherwise qualifies them for an annual incentive award and whose employment is terminated due to disability can receive a pro-rata award for the Plan Year, even if they are not employed as of the award payout date.
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An eligible employee whose performance otherwise qualifies them for an annual incentive award, attains age 65 (or greater) and voluntarily retires will receive payment for a pro-rata portion of the award based on their retirement date.
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In the event of death, the Company will pay to the participant’s beneficiary the pro-rata portion of the award that had been earned by the participant in the Plan year based on their date of death. The beneficiary will be the person or entity named on the employee’s life insurance beneficiary form, unless otherwise designated in writing by the employee.
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In the event Plan participant’s employment is terminated as part of a reduction in force or other elimination of his/her position and as governed by his/her separation agreement, the award will be paid pro-rata based on the separation date.
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For any Plan participant with a written employment agreement that specifically provides for benefits upon termination by HomeStreet without Cause or terminated by the Plan participant for Good Reason, then upon any termination without Cause or by the Plan participant for Good Reason, the terms are defined in the employment agreement and the payout will be governed by the employment agreement.
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Subsidiaries of HomeStreet, Inc.
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Subsidiary
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Jurisdiction of Incorporation or Organization
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HomeStreet Bank
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WA
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HomeStreet Statutory Trust I
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DE
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HomeStreet Statutory Trust II
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DE
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HomeStreet Statutory Trust III
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DE
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HomeStreet Statutory Trust IV
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DE
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HomeStreet Capital Corporation
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WA
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Subsidiaries of HomeStreet Bank
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Subsidiary
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Jurisdiction of Incorporation or Organization
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HomeStreet Reinsurance, Ltd.
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Turks & Caicos Islands
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Continental Escrow Company
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WA
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HomeStreet/WMS, Inc.
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WA
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Union Street Holdings, LLC
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WA
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HS Cascadia Holdings, LLC
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WA
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HS Properties Inc.
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WA
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YNB Real Estate LLC
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WA
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Dated: March 10, 2016
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By:
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/s/ Mark K. Mason
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Mark K. Mason
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President and Chief Executive Officer
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Dated: March 10, 2016
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By:
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/s/ Melba A. Bartels
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Melba A. Bartels
Senior Executive Vice President and
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Chief Financial Officer
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1.
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The Annual Report on Form 10-K for the year ended December 31, 2015 (the "
Report
") of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Dated:
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March 10, 2016
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By:
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/S/ Mark K. Mason
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Mark K. Mason
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President and Chief Executive Officer
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1.
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The Annual Report on Form 10-K for the year ended December 31, 2015 (the "
Report
") of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Dated:
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March 10, 2016
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By:
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Melba A. Bartels
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Melba A. Bartels
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Senior Executive Vice President and
Chief Financial Officer
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