|
☒
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Washington
|
|
91-0186600
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification Number)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock, no par value
|
HMST
|
Nasdaq Stock Market LLC
|
|
ITEM 1
|
BUSINESS
|
1 DUS® is a registered trademark of Fannie Mae
|
4
|
|
•
|
Simplify the organizational structure by reducing management levels and management redundancy
|
•
|
Consolidate similar functions currently residing in multiple organizations
|
•
|
Renegotiate, where possible, our technology contracts
|
•
|
Identify and eliminate redundant or unnecessary systems and services
|
•
|
Rationalize staffing levels to recognize the significant changes in work volumes and Company growth rates
|
•
|
Eliminate excess occupancy costs consistent with reduced personnel
|
•
|
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);
|
•
|
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;
|
•
|
more than 5.0% of any class of the voting shares of a non-subsidiary depository institution or a holding company subject to certain exceptions; or
|
•
|
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).
|
•
|
"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;
|
•
|
"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;
|
•
|
"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%;
|
•
|
"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
|
•
|
"critically undercapitalized" if it has a ratio of tangible equity to total assets that is equal to or less than 2.0%.
|
•
|
Net transaction accounts up to $16.3 million are exempt from reserve requirements.
|
•
|
A reserve of 3.0% for transaction accounts over $16.3 million up to $124.2 million.
|
•
|
A reserve of 10% for any transaction accounts over $124.2 million.
|
•
|
Net transaction accounts up to $16.9 million are exempt from reserve requirements.
|
•
|
A reserve of 3.0% of the aggregate is required for transaction accounts over $16.9 million up to $127.5 million.
|
•
|
A reserve of 10% is required for any transaction accounts over $127.5 million.
|
ITEM 1A
|
RISK FACTORS
|
•
|
Reduced 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;
|
•
|
Declining mortgage servicing fee revenues because we recognize these revenues only upon collection;
|
•
|
Increasing mortgage servicing costs;
|
•
|
Declining fair value on our mortgage servicing rights; and
|
•
|
Declining fair values and liquidity of securities held in our investment portfolio that are collateralized by mortgage obligations.
|
•
|
Activist investors may attempt to effect changes in the Company's strategic direction and how the Company is governed, or to acquire control over the Company.
|
•
|
While the Company welcomes the opinions of all shareholders, responding to proxy contests and related actions by activist investors could be costly and time-consuming, disrupt our operations, and divert the attention of our Board of Directors and senior management and employees away from their regular duties and the pursuit of business opportunities. In addition, there may be litigation in connection with a proxy contest, as was the case with our 2018 proxy fight, which would serve as a further distraction to our Board of Directors, senior management and employees and could require the Company to incur significant additional costs.
|
•
|
Perceived uncertainties as to our future direction as a result of potential changes to the composition of the Board of Directors may lead to the perception of a change in the strategic direction of the business, instability or lack of continuity which may be exploited by our competitors; may cause concern to our existing or potential customers and employees; may result in the loss of potential business opportunities; and may make it more difficult to attract and retain qualified personnel and business partners.
|
•
|
Proxy contests and related actions by activist investors could cause significant fluctuations in our stock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business.
|
•
|
Variances in our operating results;
|
•
|
Disparity between our operating results and the operating results of our competitors;
|
•
|
Changes in analyst's estimates of our earnings results and future performance, or variances between our actual performance and that forecast by analysts;
|
•
|
News releases or other announcements of material events relating to the Company, including but not limited to mergers, acquisitions, expansion plans, restructuring activities or other strategic developments;
|
•
|
Statements made by activist investors criticizing our strategy, our management team or our Board of Directors;
|
•
|
Future securities offerings by us of debt or equity securities;
|
•
|
Repurchase activity by us under our stock repurchase program;
|
•
|
Addition or departure of key personnel;
|
•
|
Market-wide events that may be seen by the market as impacting the Company;
|
•
|
The presence or absence of short-selling of our common stock;
|
•
|
General financial conditions of the country or the regions in which we operate;
|
•
|
Trends in real estate in our primary markets;
|
•
|
Trends relating to the economic markets generally; or
|
•
|
Changes in laws and regulations affecting financial institutions.
|
•
|
A phased-out classified Board of Directors so that until 2022, only a portion of our board of directors will be 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.
|
ITEM 1B
|
UNRESOLVED STAFF COMMENTS
|
ITEM 2
|
PROPERTIES
|
ITEM 3
|
LEGAL PROCEEDINGS
|
ITEM 4
|
MINE SAFETY DISCLOSURES
|
ITEM 5
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
(in thousands, expect share and per share information)
|
|
Total shares of common stock purchased (1)
|
|
Average price paid per share of common stock (2)
|
|
Total number of shares purchased as part of publicly announced plan
|
|
Dollar value of remaining authorized for repurchase (3)
|
||||||
October
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
25,000
|
|
November
|
|
363,838
|
|
|
31.53
|
|
|
363,443
|
|
|
13,542
|
|
||
December
|
|
167,961
|
|
|
32.63
|
|
|
167,815
|
|
|
8,067
|
|
||
Total
|
|
531,799
|
|
|
$
|
31.87
|
|
|
531,258
|
|
|
|
||
|
|
|
|
|
|
|
|
|
ITEM 6
|
SELECTED FINANCIAL DATA
|
|
At or for the Years Ended December 31,
|
||||||||||||||||||
(dollars in thousands, except share data)
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Income statement data (for the period ended):
|
|
|
|
|
|
|
|
|
|
||||||||||
Net interest income
|
$
|
189,390
|
|
|
$
|
189,963
|
|
|
$
|
174,541
|
|
|
$
|
154,015
|
|
|
$
|
120,020
|
|
(Reversal) provision for credit losses
|
(500
|
)
|
|
3,000
|
|
|
750
|
|
|
4,100
|
|
|
6,100
|
|
|||||
Noninterest income
|
74,432
|
|
|
36,533
|
|
|
42,597
|
|
|
35,683
|
|
|
29,367
|
|
|||||
Noninterest expense
|
215,614
|
|
|
195,241
|
|
|
190,614
|
|
|
178,029
|
|
|
156,293
|
|
|||||
Income (loss) from continuing operations before income taxes
|
48,708
|
|
|
28,255
|
|
|
25,774
|
|
|
7,569
|
|
|
(13,006
|
)
|
|||||
Income tax expense (benefit) from continuing operations
|
7,988
|
|
|
2,032
|
|
|
(16,894
|
)
|
|
3,503
|
|
|
(8,882
|
)
|
|||||
Income (loss) from continuing operations
|
40,720
|
|
|
26,223
|
|
|
42,668
|
|
|
4,066
|
|
|
(4,124
|
)
|
|||||
(Loss) income from discontinued operations before income taxes
|
(28,285
|
)
|
|
17,610
|
|
|
40,415
|
|
|
83,208
|
|
|
69,913
|
|
|||||
Income tax (benefit) expense from discontinued operations
|
(5,077
|
)
|
|
3,806
|
|
|
14,137
|
|
|
29,123
|
|
|
24,470
|
|
|||||
(Loss) income from discontinued operations
|
(23,208
|
)
|
|
13,804
|
|
|
26,278
|
|
|
54,085
|
|
|
45,443
|
|
|||||
NET INCOME
|
$
|
17,512
|
|
|
$
|
40,027
|
|
|
$
|
68,946
|
|
|
$
|
58,151
|
|
|
$
|
41,319
|
|
Basic income (loss) per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations
|
1.57
|
|
|
0.97
|
|
|
1.59
|
|
|
$
|
0.17
|
|
|
$
|
(0.20
|
)
|
|||
(Loss) income from discontinued operations
|
(0.91
|
)
|
|
0.51
|
|
|
0.98
|
|
|
$
|
2.20
|
|
|
$
|
2.18
|
|
|||
Basic income (loss) per common share
|
$
|
0.66
|
|
|
$
|
1.48
|
|
|
$
|
2.57
|
|
|
$
|
2.36
|
|
|
$
|
1.98
|
|
Diluted income (loss) per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations
|
1.55
|
|
|
0.97
|
|
|
1.57
|
|
|
$
|
0.16
|
|
|
$
|
(0.20
|
)
|
|||
(Loss) income from discontinued operations
|
(0.90
|
)
|
|
0.51
|
|
|
0.97
|
|
|
$
|
2.18
|
|
|
$
|
2.18
|
|
|||
Diluted income (loss) per common share
|
$
|
0.65
|
|
|
$
|
1.47
|
|
|
$
|
2.54
|
|
|
$
|
2.34
|
|
|
$
|
1.98
|
|
Common shares outstanding
|
23,890,855
|
|
|
26,995,348
|
|
|
26,888,288
|
|
|
26,800,183
|
|
|
22,076,534
|
|
|||||
Weighted average number of shares outstanding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
25,573,488
|
|
|
26,970,916
|
|
|
26,864,657
|
|
|
24,615,990
|
|
|
20,818,045
|
|
|||||
Diluted
|
25,770,783
|
|
|
27,168,135
|
|
|
27,092,019
|
|
|
24,843,683
|
|
|
21,059,201
|
|
|||||
Book value per share
|
$
|
28.45
|
|
|
$
|
27.39
|
|
|
$
|
26.20
|
|
|
$
|
23.48
|
|
|
$
|
21.08
|
|
Financial position (at year end):
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
57,880
|
|
|
$
|
57,982
|
|
|
$
|
72,718
|
|
|
$
|
53,932
|
|
|
$
|
32,684
|
|
Investment securities
|
943,150
|
|
|
923,253
|
|
|
904,304
|
|
|
1,043,851
|
|
|
572,164
|
|
|||||
Loans held for sale
|
208,177
|
|
|
77,324
|
|
|
114,182
|
|
|
157,259
|
|
|
97,151
|
|
|||||
Loans held for investment, net
|
5,072,784
|
|
|
5,075,371
|
|
|
4,506,466
|
|
|
3,819,027
|
|
|
3,192,720
|
|
|||||
Mortgage servicing rights
|
97,603
|
|
|
103,374
|
|
|
86,689
|
|
|
72,739
|
|
|
51,353
|
|
|||||
Other real estate owned
|
1,393
|
|
|
455
|
|
|
664
|
|
|
5,243
|
|
|
7,531
|
|
|||||
Total assets
|
6,812,435
|
|
|
7,042,221
|
|
|
6,742,041
|
|
|
6,243,700
|
|
|
4,894,495
|
|
|||||
Deposits
|
5,339,959
|
|
|
4,888,558
|
|
|
4,535,919
|
|
|
4,184,903
|
|
|
3,073,717
|
|
|||||
Federal Home Loan Bank advances
|
346,590
|
|
|
932,590
|
|
|
979,201
|
|
|
868,379
|
|
|
1,018,159
|
|
|||||
Federal funds purchased and securities sold under agreements to repurchase
|
125,000
|
|
|
19,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total shareholders' equity
|
$
|
679,723
|
|
|
$
|
739,520
|
|
|
$
|
704,380
|
|
|
$
|
629,284
|
|
|
$
|
465,275
|
|
|
At or for the Years Ended December 31,
|
||||||||||||||||||
(dollars in thousands, except share data)
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial position (averages):
|
|
|
|
|
|
|
|
|
|
||||||||||
Investment securities
|
$
|
850,695
|
|
|
$
|
916,840
|
|
|
$
|
1,023,702
|
|
|
$
|
834,671
|
|
|
$
|
523,756
|
|
Loans held for investment
|
5,283,225
|
|
|
4,866,210
|
|
|
4,178,326
|
|
|
3,668,263
|
|
|
2,834,511
|
|
|||||
Total interest-earning assets
|
6,483,937
|
|
|
6,348,072
|
|
|
5,998,521
|
|
|
5,307,118
|
|
|
4,150,089
|
|
|||||
Total interest-bearing deposits
|
4,509,632
|
|
|
4,051,903
|
|
|
3,588,515
|
|
|
3,145,137
|
|
|
2,499,538
|
|
|||||
Federal Home Loan Bank advances
|
407,071
|
|
|
867,141
|
|
|
1,037,650
|
|
|
942,593
|
|
|
795,368
|
|
|||||
Total interest-bearing liabilities
|
5,096,550
|
|
|
5,059,411
|
|
|
4,755,221
|
|
|
4,189,582
|
|
|
3,368,160
|
|
|||||
Shareholders' equity
|
$
|
721,360
|
|
|
$
|
741,035
|
|
|
$
|
675,877
|
|
|
$
|
566,148
|
|
|
$
|
442,105
|
|
Financial performance: (8)
|
|
|
|
|
|
|
|
|
|
||||||||||
Return on average shareholders' equity (1)
|
2.43
|
%
|
|
5.40
|
%
|
|
10.20
|
%
|
|
10.27
|
%
|
|
9.35
|
%
|
|||||
Return on average total assets
|
0.25
|
%
|
|
0.57
|
%
|
|
1.05
|
%
|
|
1.01
|
%
|
|
0.91
|
%
|
|||||
Net interest margin (2)
|
3.01
|
%
|
|
3.23
|
%
|
|
3.31
|
%
|
|
3.45
|
%
|
|
3.63
|
%
|
|||||
Efficiency ratio (3)
|
94.02
|
%
|
|
88.88
|
%
|
|
86.79
|
%
|
|
82.40
|
%
|
|
85.33
|
%
|
|||||
Asset quality:
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for credit losses
|
$
|
42,837
|
|
|
$
|
42,913
|
|
|
$
|
39,116
|
|
|
$
|
35,264
|
|
|
$
|
30,659
|
|
Allowance for loan losses/total loans (4)
|
0.82
|
%
|
|
0.81
|
%
|
|
0.83
|
%
|
|
0.88
|
%
|
|
0.91
|
%
|
|||||
Allowance for loan losses/nonaccrual loans
|
324.80
|
%
|
|
356.92
|
%
|
|
251.63
|
%
|
|
165.52
|
%
|
|
170.54
|
%
|
|||||
Total nonaccrual loans (5)(6)
|
$
|
12,861
|
|
|
$
|
11,619
|
|
|
$
|
15,041
|
|
|
$
|
20,542
|
|
|
$
|
17,168
|
|
Nonaccrual loans/total loans
|
0.25
|
%
|
|
0.23
|
%
|
|
0.33
|
%
|
|
0.53
|
%
|
|
0.53
|
%
|
|||||
Other real estate owned
|
$
|
1,393
|
|
|
$
|
455
|
|
|
$
|
664
|
|
|
$
|
5,243
|
|
|
$
|
7,531
|
|
Total nonperforming assets
|
$
|
14,254
|
|
|
$
|
12,074
|
|
|
$
|
15,705
|
|
|
$
|
25,785
|
|
|
$
|
24,699
|
|
Nonperforming assets/total assets
|
0.21
|
%
|
|
0.17
|
%
|
|
0.23
|
%
|
|
0.41
|
%
|
|
0.50
|
%
|
|||||
Net recoveries (charge-offs)
|
$
|
424
|
|
|
$
|
797
|
|
|
$
|
3,102
|
|
|
$
|
505
|
|
|
$
|
2,035
|
|
Regulatory capital ratios for the Bank:
|
|
|
|
|
|
|
|
|
|
||||||||||
Tier 1 leverage capital (to average assets)
|
10.56
|
%
|
|
10.15
|
%
|
|
9.67
|
%
|
|
10.26
|
%
|
|
9.46
|
%
|
|||||
Common equity Tier 1 capital (to risk-weighted assets)
|
13.50
|
%
|
|
13.82
|
%
|
|
13.22
|
%
|
|
13.92
|
%
|
|
13.04
|
%
|
|||||
Tier 1 risk-based capital (to risk-weighted assets)
|
13.50
|
%
|
|
13.82
|
%
|
|
13.22
|
%
|
|
13.92
|
%
|
|
13.04
|
%
|
|||||
Total risk-based capital (to risk-weighted assets)
|
14.37
|
%
|
|
14.72
|
%
|
|
14.02
|
%
|
|
14.69
|
%
|
|
13.92
|
%
|
|||||
Regulatory capital ratios for the Company:
|
|
|
|
|
|
|
|
|
|
||||||||||
Tier 1 leverage capital (to average assets)
|
10.16
|
%
|
|
9.51
|
%
|
|
9.12
|
%
|
|
9.78
|
%
|
|
9.95
|
%
|
|||||
Common equity Tier 1 capital (to risk-weighted assets)
|
11.43
|
%
|
|
11.26
|
%
|
|
9.86
|
%
|
|
10.54
|
%
|
|
10.52
|
%
|
|||||
Tier 1 risk-based capital (to risk-weighted assets)
|
12.52
|
%
|
|
12.37
|
%
|
|
10.92
|
%
|
|
11.66
|
%
|
|
11.84
|
%
|
|||||
Total risk-based capital (to risk-weighted assets)
|
13.40
|
%
|
|
13.27
|
%
|
|
11.61
|
%
|
|
12.34
|
%
|
|
12.70
|
%
|
|
|
At or for the Years Ended December 31,
|
||||||||||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
SUPPLEMENTAL DATA:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans serviced for others
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
|
$
|
1,618,876
|
|
|
$
|
1,542,477
|
|
|
$
|
1,391,196
|
|
|
$
|
1,177,363
|
|
|
$
|
1,003,880
|
|
Single family (7)(8)
|
|
7,023,441
|
|
|
20,151,735
|
|
|
22,631,147
|
|
|
19,488,456
|
|
|
15,347,811
|
|
|||||
Total loans serviced for others
|
|
$
|
8,642,317
|
|
|
$
|
21,694,212
|
|
|
$
|
24,022,343
|
|
|
$
|
20,665,819
|
|
|
$
|
16,351,691
|
|
(4)
|
Includes loans acquired with bank acquisitions. Excluding acquired loans, allowance for loan losses /total loans was 0.86%, 0.85%, 0.90%, 1.00% and 1.10% at December 31, 2019, 2018, 2017, 2016 and 2015, respectively.
|
(5)
|
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.
|
(6)
|
Includes $1.3 million and $1.9 million of nonperforming loans at December 31, 2019 and 2018, respectively, which are guaranteed by the Small Business Administration ("SBA").
|
(8)
|
Includes both continuing and discontinued operations.
|
ITEM 7
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
Simplify the organizational structure by reducing management levels and management redundancy
|
•
|
Consolidate similar functions currently residing in multiple organizations
|
•
|
Renegotiate, where possible, our technology contracts
|
•
|
Identify and eliminate redundant or unnecessary systems and services
|
•
|
Rationalize staffing levels to recognize the significant changes in work volumes and Company growth rates
|
•
|
Eliminate excess occupancy costs consistent with reduced personnel
|
|
|
At or for the Years Ended December 31,
|
||||||||||
(in thousands, except per share data and ratios)
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
|
||||||
Selected statement of operations data
|
|
|
|
|
|
|
||||||
Total net revenue (1)
|
|
$
|
263,822
|
|
|
$
|
226,496
|
|
|
$
|
217,138
|
|
Total noninterest expense
|
|
215,614
|
|
|
195,241
|
|
|
190,614
|
|
|||
Provision for credit losses
|
|
(500
|
)
|
|
3,000
|
|
|
750
|
|
|||
Income tax expense (benefit) from continuing operations
|
|
7,988
|
|
|
2,032
|
|
|
(16,894
|
)
|
|||
Income from continuing operations
|
|
40,720
|
|
|
26,223
|
|
|
42,668
|
|
|||
(Loss) income from discontinued operations before income taxes
|
|
(28,285
|
)
|
|
17,610
|
|
|
40,415
|
|
|||
Income tax (benefit) expense from discontinued operations
|
|
(5,077
|
)
|
|
3,806
|
|
|
14,137
|
|
|||
(Loss) income from discontinued operations
|
|
(23,208
|
)
|
|
13,804
|
|
|
26,278
|
|
|||
Net income
|
|
$
|
17,512
|
|
|
$
|
40,027
|
|
|
$
|
68,946
|
|
|
|
|
|
|
|
|
||||||
Financial performance
|
|
|
|
|
|
|
||||||
Diluted income (loss) per common share:
|
|
|
|
|
|
|
||||||
Income from continuing operations
|
|
$
|
1.55
|
|
|
$
|
0.97
|
|
|
$
|
1.57
|
|
(Loss) income from discontinued operations
|
|
$
|
(0.90
|
)
|
|
$
|
0.51
|
|
|
$
|
0.97
|
|
Diluted income per common share
|
|
$
|
0.65
|
|
|
$
|
1.47
|
|
|
$
|
2.54
|
|
Return on average common shareholders' equity
|
|
2.43
|
%
|
|
5.40
|
%
|
|
10.20
|
%
|
|||
Return on average assets
|
|
0.25
|
%
|
|
0.57
|
%
|
|
1.05
|
%
|
|||
Net interest margin
|
|
3.01
|
%
|
|
3.23
|
%
|
|
3.31
|
%
|
(1)
|
Total net revenue is net interest income and noninterest income.
|
•
|
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 system;
|
•
|
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.
|
•
|
Portfolio Credit Quality
|
•
|
Remaining Payments
|
•
|
Volume & Nature
|
•
|
Collateral Values
|
•
|
Economic
|
•
|
Credit Culture
|
•
|
Business Environment
|
•
|
Management Overlay
|
•
|
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.
|
|
Years Ended December 31,
|
|||||||||||||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||||||||||||||
(dollars 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
|
$
|
67,446
|
|
|
$
|
793
|
|
|
1.18
|
%
|
|
$
|
76,855
|
|
|
$
|
895
|
|
|
1.16
|
%
|
|
$
|
85,430
|
|
|
$
|
567
|
|
|
0.67
|
%
|
Investment securities
|
850,695
|
|
|
22,311
|
|
|
2.62
|
|
|
916,840
|
|
|
24,719
|
|
|
2.70
|
|
|
1,023,702
|
|
|
25,810
|
|
|
2.54
|
|
||||||
Loans held for sale (4)
|
282,571
|
|
|
12,101
|
|
|
4.28
|
|
|
488,167
|
|
|
22,234
|
|
|
4.55
|
|
|
711,063
|
|
|
28,732
|
|
|
4.05
|
|
||||||
Loans held for investment
|
5,283,225
|
|
|
252,272
|
|
|
4.73
|
|
|
4,866,210
|
|
|
225,730
|
|
|
4.64
|
|
|
4,178,326
|
|
|
187,281
|
|
|
4.46
|
|
||||||
Total interest-earning assets
|
6,483,937
|
|
|
287,477
|
|
|
4.40
|
|
|
6,348,072
|
|
|
273,578
|
|
|
4.30
|
|
|
5,998,521
|
|
|
242,390
|
|
|
4.03
|
|
||||||
Noninterest-earning assets (2) (4)
|
605,822
|
|
|
|
|
|
|
669,215
|
|
|
|
|
|
|
591,561
|
|
|
|
|
|
||||||||||||
Total assets
|
$
|
7,089,759
|
|
|
|
|
|
|
$
|
7,017,287
|
|
|
|
|
|
|
$
|
6,590,082
|
|
|
|
|
|
|||||||||
Liabilities and shareholders' equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Deposits:(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest-bearing demand accounts
|
$
|
382,333
|
|
|
1,506
|
|
|
0.39
|
%
|
|
$
|
426,610
|
|
|
$
|
1,678
|
|
|
0.39
|
%
|
|
$
|
477,635
|
|
|
$
|
1,964
|
|
|
0.41
|
%
|
|
Savings accounts
|
229,924
|
|
|
530
|
|
|
0.23
|
|
|
280,358
|
|
|
820
|
|
|
0.29
|
|
|
306,151
|
|
|
1,013
|
|
|
0.33
|
|
||||||
Money market accounts
|
2,050,779
|
|
|
27,259
|
|
|
1.33
|
|
|
1,908,063
|
|
|
17,188
|
|
|
0.90
|
|
|
1,579,115
|
|
|
8,533
|
|
|
0.54
|
|
||||||
Certificate accounts
|
1,846,596
|
|
|
41,716
|
|
|
2.26
|
|
|
1,436,872
|
|
|
23,030
|
|
|
1.60
|
|
|
1,225,614
|
|
|
13,028
|
|
|
1.06
|
|
||||||
Total interest-bearing deposits (5)
|
4,509,632
|
|
|
71,011
|
|
|
1.57
|
|
|
4,051,903
|
|
|
42,716
|
|
|
1.05
|
|
|
3,588,515
|
|
|
24,538
|
|
|
0.68
|
|
||||||
Federal Home Loan Bank advances
|
407,071
|
|
|
10,816
|
|
|
2.62
|
|
|
867,141
|
|
|
18,501
|
|
|
2.13
|
|
|
1,037,650
|
|
|
12,589
|
|
|
1.19
|
|
||||||
Federal funds purchased and securities sold under agreements to repurchase
|
45,175
|
|
|
1,032
|
|
|
2.25
|
|
|
13,607
|
|
|
298
|
|
|
2.19
|
|
|
3,732
|
|
|
48
|
|
|
1.20
|
|
||||||
Other borrowings
|
9,122
|
|
|
342
|
|
|
3.75
|
|
|
1,398
|
|
|
62
|
|
|
4.40
|
|
|
96
|
|
|
3
|
|
|
0.89
|
|
||||||
Long-term debt
|
125,550
|
|
|
6,822
|
|
|
5.41
|
|
|
125,362
|
|
|
6,646
|
|
|
5.30
|
|
|
125,228
|
|
|
6,067
|
|
|
4.83
|
|
||||||
Total interest-bearing liabilities
|
5,096,550
|
|
|
90,023
|
|
|
1.76
|
|
|
5,059,411
|
|
|
68,223
|
|
|
1.35
|
|
|
4,755,221
|
|
|
43,245
|
|
|
0.91
|
|
||||||
Noninterest-bearing liabilities (4)
|
1,271,849
|
|
|
|
|
|
|
1,216,841
|
|
|
|
|
|
|
1,158,984
|
|
|
|
|
|
||||||||||||
Total liabilities
|
6,368,399
|
|
|
|
|
|
|
6,276,252
|
|
|
|
|
|
|
5,914,205
|
|
|
|
|
|
||||||||||||
Temporary Shareholders' equity
|
3,034
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|
|
|
|
||||||||||||
Permanent Shareholders' equity
|
718,326
|
|
|
|
|
|
|
741,035
|
|
|
|
|
|
|
675,877
|
|
|
|
|
|
||||||||||||
Total liabilities and shareholders’ equity
|
$
|
7,089,759
|
|
|
|
|
|
|
$
|
7,017,287
|
|
|
|
|
|
|
$
|
6,590,082
|
|
|
|
|
|
|||||||||
Net interest income (3)
|
|
|
$
|
197,454
|
|
|
|
|
|
|
$
|
205,355
|
|
|
|
|
|
|
$
|
199,145
|
|
|
|
|||||||||
Net interest spread
|
|
|
|
|
2.64
|
%
|
|
|
|
|
|
2.95
|
%
|
|
|
|
|
|
3.12
|
%
|
||||||||||||
Impact of noninterest-bearing sources
|
|
|
|
|
0.37
|
%
|
|
|
|
|
|
0.28
|
%
|
|
|
|
|
|
0.19
|
%
|
||||||||||||
Net interest margin
|
|
|
|
|
3.01
|
%
|
|
|
|
|
|
3.23
|
%
|
|
|
|
|
|
3.31
|
%
|
(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)
|
Includes taxable-equivalent adjustments primarily related to tax-exempt income on certain loans and securities of $2.2 million, $2.9 million and $4.7 million for the years ended December 31, 2019, 2018 and 2017, respectively. The estimated federal statutory tax rate was 21% for both years ended 2019 and 2018 and 35% for the year ended 2017.
|
(4)
|
Includes average balances of discontinued operations, which were impractical to remove from the periods presented. Net interest margin related to discontinued operations is immaterial.
|
(5)
|
Cost of deposits of 1.29%, 0.84% and 0.53% for the years ended December 31, 2019, 2018 and 2017, respectively.
|
|
Years Ended December 31,
|
||||||||||||||||||||||
|
2019 vs. 2018
|
|
2018 vs. 2017
|
||||||||||||||||||||
|
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
|
|
|
$
|
(111
|
)
|
|
$
|
(102
|
)
|
|
$
|
378
|
|
|
$
|
(50
|
)
|
|
$
|
328
|
|
Investment securities
|
(660
|
)
|
|
(1,748
|
)
|
|
(2,408
|
)
|
|
1,555
|
|
|
(2,646
|
)
|
|
(1,091
|
)
|
||||||
Loans held for sale
|
(1,259
|
)
|
|
(8,874
|
)
|
|
(10,133
|
)
|
|
4,357
|
|
|
(10,855
|
)
|
|
(6,498
|
)
|
||||||
Loans held for investment
|
5,001
|
|
|
21,541
|
|
|
26,542
|
|
|
7,358
|
|
|
31,091
|
|
|
38,449
|
|
||||||
Total interest-earning assets
|
3,091
|
|
|
10,808
|
|
|
13,899
|
|
|
13,648
|
|
|
17,540
|
|
|
31,188
|
|
||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Deposits
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest-bearing demand accounts
|
2
|
|
|
(174
|
)
|
|
(172
|
)
|
|
(80
|
)
|
|
(206
|
)
|
|
(286
|
)
|
||||||
Savings accounts
|
(157
|
)
|
|
(133
|
)
|
|
(290
|
)
|
|
(111
|
)
|
|
(82
|
)
|
|
(193
|
)
|
||||||
Money market accounts
|
8,692
|
|
|
1,379
|
|
|
10,071
|
|
|
6,608
|
|
|
2,047
|
|
|
8,655
|
|
||||||
Certificate accounts
|
11,015
|
|
|
7,671
|
|
|
18,686
|
|
|
7,484
|
|
|
2,518
|
|
|
10,002
|
|
||||||
Total interest-bearing deposits
|
19,552
|
|
|
8,743
|
|
|
28,295
|
|
|
13,901
|
|
|
4,277
|
|
|
18,178
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Federal Home Loan Bank advances
|
5,821
|
|
|
(13,506
|
)
|
|
(7,685
|
)
|
|
7,468
|
|
|
(1,556
|
)
|
|
5,912
|
|
||||||
Federal funds purchased and securities sold under agreements to repurchase
|
9
|
|
|
725
|
|
|
734
|
|
|
60
|
|
|
190
|
|
|
250
|
|
||||||
Other borrowings
|
(8
|
)
|
|
288
|
|
|
280
|
|
|
13
|
|
|
46
|
|
|
59
|
|
||||||
Long-term debt
|
164
|
|
|
12
|
|
|
176
|
|
|
573
|
|
|
6
|
|
|
579
|
|
||||||
Total interest-bearing liabilities
|
25,538
|
|
|
(3,738
|
)
|
|
21,800
|
|
|
22,015
|
|
|
2,963
|
|
|
24,978
|
|
||||||
Total changes in net interest income
|
$
|
(22,447
|
)
|
|
$
|
14,546
|
|
|
$
|
(7,901
|
)
|
|
$
|
(8,367
|
)
|
|
$
|
14,577
|
|
|
$
|
6,210
|
|
|
Years Ended December 31,
|
||||||||||||||||||||||||
(dollars in thousands)
|
2019
|
|
Dollar
Change |
|
Percent
Change |
|
2018
|
|
Dollar
Change |
|
Percent
Change |
|
2017
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Noninterest income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net gain on loan origination and sale activities
|
$
|
44,122
|
|
|
$
|
32,256
|
|
|
272
|
%
|
|
$
|
11,866
|
|
|
$
|
(8,160
|
)
|
|
(41
|
)%
|
|
$
|
20,026
|
|
Loan servicing income
|
7,802
|
|
|
4,131
|
|
|
113
|
|
|
3,671
|
|
|
340
|
|
|
10
|
|
|
3,331
|
|
|||||
Depositor and other retail banking fees
|
7,926
|
|
|
(93
|
)
|
|
(1
|
)
|
|
8,019
|
|
|
824
|
|
|
11
|
|
|
7,195
|
|
|||||
Insurance agency commissions
|
2,292
|
|
|
99
|
|
|
5
|
|
|
2,193
|
|
|
289
|
|
|
15
|
|
|
1,904
|
|
|||||
(Loss) gain on sale of investment securities available for sale
|
(7
|
)
|
|
(242
|
)
|
|
(103
|
)
|
|
235
|
|
|
(254
|
)
|
|
(52
|
)
|
|
489
|
|
|||||
Other
|
12,297
|
|
|
1,748
|
|
|
17
|
|
|
10,549
|
|
|
897
|
|
|
9
|
|
|
9,652
|
|
|||||
Total noninterest income
|
$
|
74,432
|
|
|
$
|
37,899
|
|
|
104
|
%
|
|
$
|
36,533
|
|
|
$
|
(6,064
|
)
|
|
(14
|
)%
|
|
$
|
42,597
|
|
|
Years Ended December 31,
|
||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
||||||
Commercial
|
$
|
17,492
|
|
|
$
|
11,776
|
|
|
$
|
20,027
|
|
Single family (1)
|
86,686
|
|
|
174,473
|
|
|
235,849
|
|
|||
Total gain on loan origination and sale activities (2)
|
$
|
104,178
|
|
|
$
|
186,249
|
|
|
$
|
255,876
|
|
|
At December 31,
|
||||||
(in thousands)
|
2019
|
|
2018
|
||||
|
|
|
|
||||
Commercial
|
$
|
1,618,876
|
|
|
$
|
1,542,477
|
|
Single family (1) (2)
|
7,023,441
|
|
|
20,151,735
|
|
||
Total loans serviced for others
|
$
|
8,642,317
|
|
|
$
|
21,694,212
|
|
(1)
|
Includes both continuing and discontinued operations at December 31, 2018.
|
(2)
|
On March 29, 2019 the Company settled two sales of the rights to service $14.26 billion in total unpaid principal balance of single family mortgage loans serviced representing 71% of the Company's total single family mortgage loans serviced for others portfolio as of December 31, 2018.
|
|
Years Ended December 31,
|
||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
||||||
Effect of changes to the mortgage repurchase liability recorded in net gain on loan origination and sale activities: (1)
|
|
|
|
|
|
||||||
New loan sales (2)
|
$
|
648
|
|
|
$
|
1,092
|
|
|
$
|
2,528
|
|
Other changes in estimated repurchase losses (3)
|
(422
|
)
|
|
838
|
|
|
(2,354
|
)
|
|||
|
$
|
226
|
|
|
$
|
1,930
|
|
|
$
|
174
|
|
(1)
|
Includes both continuing and discontinued operations.
|
(2)
|
Represents the estimated fair value of the repurchase or indemnity obligation recognized as a reduction of proceeds on new loan sales.
|
(3)
|
Represents changes in estimated probable future repurchase losses on previously sold loans.
|
|
|
Years Ended December 31,
|
||||||||||||||||||||||||
(dollars in thousands)
|
|
2019
|
|
Dollar
Change |
|
Percent
Change |
|
2018
|
|
Dollar
Change |
|
Percent
Change |
|
2017
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial loan servicing income, net:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Servicing fees and other
|
|
$
|
9,116
|
|
|
$
|
1,063
|
|
|
13
|
%
|
|
$
|
8,053
|
|
|
$
|
790
|
|
|
11
|
%
|
|
$
|
7,263
|
|
Amortization of capitalized MSRs
|
|
(5,219
|
)
|
|
(836
|
)
|
|
19
|
|
|
(4,383
|
)
|
|
(451
|
)
|
|
11
|
|
|
(3,932
|
)
|
|||||
Commercial loan servicing income
|
|
3,897
|
|
|
227
|
|
|
6
|
|
|
3,670
|
|
|
339
|
|
|
10
|
|
|
3,331
|
|
|||||
Single family servicing income, net:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Servicing fees and other
|
|
28,442
|
|
|
(32,443
|
)
|
|
(53
|
)
|
|
60,885
|
|
|
1,956
|
|
|
3
|
|
|
58,929
|
|
|||||
Changes in fair value of single family MSRs due to amortization (1)
|
|
(20,670
|
)
|
|
14,035
|
|
|
(40
|
)
|
|
(34,705
|
)
|
|
746
|
|
|
(2
|
)
|
|
(35,451
|
)
|
|||||
Single family servicing income
|
|
7,772
|
|
|
(18,408
|
)
|
|
(70
|
)
|
|
26,180
|
|
|
2,702
|
|
|
12
|
|
|
23,478
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Risk management, single family MSRs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Changes in fair value of MSR due to changes in model inputs and/or assumptions (2)(3)
|
|
(16,224
|
)
|
|
(55,572
|
)
|
|
(141)
|
|
39,348
|
|
|
40,505
|
|
|
(3,501
|
)
|
|
(1,157
|
)
|
||||||
Net (loss) gain from derivatives economically hedging MSR
|
|
14,435
|
|
|
54,909
|
|
|
(136
|
)
|
|
(40,474
|
)
|
|
(50,206
|
)
|
|
(516
|
)
|
|
9,732
|
|
|||||
|
|
(1,789
|
)
|
|
(663
|
)
|
|
59
|
|
|
(1,126
|
)
|
|
(9,701
|
)
|
|
(113
|
)
|
|
8,575
|
|
|||||
Single family servicing income
|
|
$
|
5,983
|
|
|
$
|
(19,071
|
)
|
|
(76
|
)%
|
|
$
|
25,054
|
|
|
$
|
(6,999
|
)
|
|
(22
|
)%
|
|
$
|
32,053
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total loan servicing income (4)
|
|
$
|
9,880
|
|
|
$
|
(18,844
|
)
|
|
(66
|
)%
|
|
$
|
28,724
|
|
|
$
|
(6,660
|
)
|
|
(19
|
)%
|
|
$
|
35,384
|
|
(1)
|
Represents changes due to collection/realization of expected cash flows and curtailments.
|
(2)
|
Principally reflects changes in market inputs, which include current market interest rates and prepayment model updates, both of which affect future prepayment speed and cash flow projections.
|
(3)
|
Includes pre-tax loss of $919 thousand and pre-tax gain of $573 thousand, net of transaction costs and prepayment reserves, resulting from the sales of single family MSR for year ended December 31, 2019 and December 31, 2018, respectively.
|
(4)
|
Includes $3.0 million, $25.1 million and $32.1 million from discontinued operations for the years ended December 31, 2019, 2018 and 2017, respectively.
|
|
Years Ended December 31,
|
||||||||||||||||||||||||
(dollars in thousands)
|
2019
|
|
Dollar
Change |
|
Percent
Change |
|
2018
|
|
Dollar
Change |
|
Percent
Change |
|
2017
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fees:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Monthly maintenance and deposit-related fees
|
$
|
3,303
|
|
|
$
|
(75
|
)
|
|
(2
|
)%
|
|
$
|
3,378
|
|
|
$
|
293
|
|
|
9
|
%
|
|
$
|
3,085
|
|
Debit Card/ATM fees
|
4,370
|
|
|
(16
|
)
|
|
—
|
|
|
4,386
|
|
|
474
|
|
|
12
|
|
|
3,912
|
|
|||||
Other fees
|
261
|
|
|
(22
|
)
|
|
(8
|
)
|
|
283
|
|
|
59
|
|
|
26
|
|
|
224
|
|
|||||
Total depositor and other retail banking fees (1)
|
$
|
7,934
|
|
|
$
|
(113
|
)
|
|
(1
|
)%
|
|
$
|
8,047
|
|
|
$
|
826
|
|
|
11
|
%
|
|
$
|
7,221
|
|
|
Years Ended December 31,
|
||||||||||||||||||||||||
(dollars in thousands)
|
2019
|
|
Dollar
Change |
|
Percent
Change |
|
2018
|
|
Dollar
Change |
|
Percent
Change |
|
2017
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Noninterest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Salaries and related costs
|
$
|
122,189
|
|
|
$
|
17,147
|
|
|
16
|
%
|
|
$
|
105,042
|
|
|
$
|
3,251
|
|
|
3
|
%
|
|
$
|
101,791
|
|
General and administrative
|
33,862
|
|
|
930
|
|
|
3
|
|
|
32,932
|
|
|
(4,850
|
)
|
|
(13
|
)
|
|
37,782
|
|
|||||
Amortization of core deposit intangibles
|
1,634
|
|
|
9
|
|
|
1
|
|
|
1,625
|
|
|
(85
|
)
|
|
(5
|
)
|
|
1,710
|
|
|||||
Legal
|
1,559
|
|
|
(1,814
|
)
|
|
(54
|
)
|
|
3,373
|
|
|
2,070
|
|
|
159
|
|
|
1,303
|
|
|||||
Consulting
|
4,055
|
|
|
1,586
|
|
|
64
|
|
|
2,469
|
|
|
(213
|
)
|
|
(8
|
)
|
|
2,682
|
|
|||||
Federal Deposit Insurance Corporation assessments
|
1,820
|
|
|
(1,988
|
)
|
|
(52
|
)
|
|
3,808
|
|
|
810
|
|
|
27
|
|
|
2,998
|
|
|||||
Occupancy
|
22,242
|
|
|
4,139
|
|
|
23
|
|
|
18,103
|
|
|
1,122
|
|
|
7
|
|
|
16,981
|
|
|||||
Information services
|
28,325
|
|
|
297
|
|
|
1
|
|
|
28,028
|
|
|
2,131
|
|
|
8
|
|
|
25,897
|
|
|||||
Net benefit of operation and sale of other real estate owned
|
(72
|
)
|
|
67
|
|
|
(48
|
)
|
|
(139
|
)
|
|
391
|
|
|
(74
|
)
|
|
(530
|
)
|
|||||
Total noninterest expense
|
$
|
215,614
|
|
|
$
|
20,373
|
|
|
10
|
%
|
|
$
|
195,241
|
|
|
$
|
4,627
|
|
|
2
|
%
|
|
$
|
190,614
|
|
|
At December 31,
|
||||||||||||||
|
2019
|
|
2018
|
||||||||||||
|
Amortized
Cost
|
|
Fair Value
|
|
Amortized
Cost
|
|
Fair Value
|
||||||||
(in thousands)
|
|||||||||||||||
|
|
|
|
|
|
|
|
||||||||
Investment securities available for sale:
|
|
|
|
|
|
|
|
||||||||
Mortgage-backed securities:
|
|
|
|
|
|
|
|
||||||||
Residential
|
$
|
93,283
|
|
|
$
|
91,695
|
|
|
$
|
112,852
|
|
|
$
|
107,961
|
|
Commercial
|
37,972
|
|
|
38,025
|
|
|
34,892
|
|
|
34,514
|
|
||||
Collateralized mortgage obligations:
|
|
|
|
|
|
|
|
||||||||
Residential
|
292,370
|
|
|
291,618
|
|
|
171,412
|
|
|
166,744
|
|
||||
Commercial
|
156,693
|
|
|
156,154
|
|
|
118,555
|
|
|
116,674
|
|
||||
Municipal bonds
|
333,303
|
|
|
341,318
|
|
|
393,463
|
|
|
385,655
|
|
||||
Corporate debt securities
|
18,391
|
|
|
18,661
|
|
|
21,177
|
|
|
19,995
|
|
||||
U.S. Treasury securities
|
1,296
|
|
|
1,307
|
|
|
11,211
|
|
|
10,900
|
|
||||
Agency debentures
|
—
|
|
|
—
|
|
|
9,876
|
|
|
9,525
|
|
||||
Total investment securities available for sale
|
$
|
933,308
|
|
|
$
|
938,778
|
|
|
$
|
873,438
|
|
|
$
|
851,968
|
|
|
At December 31,
|
|||||||||||||||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||||||||||||
(dollars in thousands)
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Consumer loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Single family
|
$
|
1,070,332
|
|
(1)
|
21
|
%
|
|
$
|
1,358,175
|
|
(1)
|
27
|
%
|
|
$
|
1,381,366
|
|
(1)
|
30
|
%
|
|
$
|
1,083,822
|
|
(1)
|
28
|
%
|
|
$
|
1,203,180
|
|
|
37
|
%
|
Home equity and other
|
532,926
|
|
|
10
|
|
|
570,923
|
|
|
11
|
|
|
453,489
|
|
|
10
|
|
|
359,874
|
|
|
9
|
|
|
256,373
|
|
|
8
|
|
|||||
|
1,603,258
|
|
|
31
|
|
|
1,929,098
|
|
|
38
|
|
|
1,834,855
|
|
|
40
|
|
|
1,443,696
|
|
|
37
|
|
|
1,459,553
|
|
|
45
|
|
|||||
Commercial real estate loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Non-owner occupied commercial real estate
|
894,896
|
|
|
18
|
|
|
701,928
|
|
|
14
|
|
|
622,782
|
|
|
14
|
|
|
588,672
|
|
|
15
|
|
|
445,903
|
|
|
14
|
|
|||||
Multifamily
|
996,498
|
|
|
20
|
|
|
908,015
|
|
|
18
|
|
|
728,037
|
|
|
16
|
|
|
674,219
|
|
|
18
|
|
|
426,557
|
|
|
13
|
|
|||||
Construction/land development
|
702,399
|
|
|
14
|
|
|
794,544
|
|
|
16
|
|
|
687,631
|
|
|
15
|
|
|
636,320
|
|
|
17
|
|
|
583,160
|
|
|
18
|
|
|||||
|
2,593,793
|
|
|
52
|
|
|
2,404,487
|
|
|
48
|
|
|
2,038,450
|
|
|
45
|
|
|
1,899,211
|
|
|
50
|
|
|
1,455,620
|
|
|
45
|
|
|||||
Commercial and industrial loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Owner occupied commercial real estate
|
478,172
|
|
|
9
|
|
|
429,158
|
|
|
8
|
|
|
391,613
|
|
|
9
|
|
|
282,891
|
|
|
7
|
|
|
154,800
|
|
|
5
|
|
|||||
Commercial business
|
414,880
|
|
|
8
|
|
|
331,004
|
|
|
6
|
|
|
264,709
|
|
|
6
|
|
|
223,653
|
|
|
6
|
|
|
154,262
|
|
|
5
|
|
|||||
|
893,052
|
|
|
17
|
|
|
760,162
|
|
|
14
|
|
|
656,322
|
|
|
15
|
|
|
506,544
|
|
|
13
|
|
|
309,062
|
|
|
10
|
|
|||||
Total loans before allowance and net deferred loan fees and costs
|
5,090,103
|
|
|
100
|
%
|
|
5,093,747
|
|
|
100
|
%
|
|
4,529,627
|
|
|
100
|
%
|
|
3,849,451
|
|
|
100
|
%
|
|
3,224,235
|
|
|
100
|
%
|
|||||
Net deferred loan fees and costs
|
24,453
|
|
|
|
|
23,094
|
|
|
|
|
14,686
|
|
|
|
|
3,577
|
|
|
|
|
(2,237
|
)
|
|
|
||||||||||
|
5,114,556
|
|
|
|
|
5,116,841
|
|
|
|
|
4,544,313
|
|
|
|
|
3,853,028
|
|
|
|
|
3,221,998
|
|
|
|
||||||||||
Allowance for loan losses
|
(41,772
|
)
|
|
|
|
(41,470
|
)
|
|
|
|
(37,847
|
)
|
|
|
|
(34,001
|
)
|
|
|
|
(29,278
|
)
|
|
|
||||||||||
|
$
|
5,072,784
|
|
|
|
|
$
|
5,075,371
|
|
|
|
|
$
|
4,506,466
|
|
|
|
|
$
|
3,819,027
|
|
|
|
|
$
|
3,192,720
|
|
|
|
(1)
|
Includes $3.5 million and $4.1 million and $5.5 million and $18.0 million of loans at December 31, 2019, 2018, 2017 and 2016, respectively, 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,
|
||||||||||||
|
2019
|
|
2018
|
||||||||||
(dollars in thousands)
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
||||||
|
|
|
|
|
|
|
|
||||||
Adjustable-rate loans:
|
|
|
|
|
|
|
|
||||||
Single family
|
$
|
783,754
|
|
|
15
|
%
|
|
$
|
1,011,877
|
|
|
20
|
%
|
Home equity and other
|
507,958
|
|
|
10
|
|
|
539,050
|
|
|
10
|
|
||
Non-owner occupied commercial real estate
|
761,225
|
|
|
15
|
|
|
580,543
|
|
|
11
|
|
||
Multifamily
|
972,804
|
|
|
19
|
|
|
871,809
|
|
|
17
|
|
||
Construction/land development
|
535,585
|
|
|
10
|
|
|
659,444
|
|
|
13
|
|
||
Owner occupied commercial real estate
|
333,495
|
|
|
7
|
|
|
285,485
|
|
|
5
|
|
||
Commercial business
|
341,255
|
|
|
7
|
|
|
244,780
|
|
|
5
|
|
||
Total adjustable-rate loans
|
4,236,076
|
|
|
83
|
|
|
4,192,988
|
|
|
81
|
|
||
Fixed-rate loans:
|
|
|
|
|
|
|
|
||||||
Single family
|
286,578
|
|
|
6
|
|
|
346,298
|
|
|
7
|
|
||
Home equity and other
|
24,968
|
|
|
1
|
|
|
31,873
|
|
|
1
|
|
||
Commercial real estate loans:
|
|
|
|
|
|
|
|
||||||
Non-owner occupied commercial real estate
|
133,671
|
|
|
3
|
|
|
121,385
|
|
|
2
|
|
||
Multifamily
|
23,694
|
|
|
—
|
|
|
36,206
|
|
|
1
|
|
||
Construction/land development
|
166,814
|
|
|
3
|
|
|
135,100
|
|
|
3
|
|
||
Owner occupied commercial real estate
|
144,677
|
|
|
3
|
|
|
143,673
|
|
|
3
|
|
||
Commercial business
|
73,625
|
|
|
1
|
|
|
86,224
|
|
|
2
|
|
||
Total fixed-rate loans
|
854,027
|
|
|
17
|
|
|
900,759
|
|
|
19
|
|
||
Total loans held for investment
|
5,090,103
|
|
|
100
|
%
|
|
5,093,747
|
|
|
100
|
%
|
||
Less:
|
|
|
|
|
|
|
|
||||||
Net deferred loan fees and costs
|
24,453
|
|
|
|
|
23,094
|
|
|
|
||||
Allowance for loan losses
|
(41,772
|
)
|
|
|
|
(41,470
|
)
|
|
|
||||
Loans held for investment, net
|
$
|
5,072,784
|
|
|
|
|
$
|
5,075,371
|
|
|
|
|
December 31, 2019
|
|
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
|
$
|
1,694
|
|
|
$
|
1,880
|
|
|
$
|
1,066,758
|
|
|
$
|
1,070,332
|
|
|
$
|
286,208
|
|
|
$
|
782,430
|
|
Home equity and other
|
2,630
|
|
|
100
|
|
|
530,196
|
|
|
532,926
|
|
|
22,338
|
|
|
507,958
|
|
||||||
Total consumer
|
4,324
|
|
|
1,980
|
|
|
1,596,954
|
|
|
1,603,258
|
|
|
308,546
|
|
|
1,290,388
|
|
||||||
Commercial real estate loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Non-owner occupied commercial real estate
|
5,551
|
|
|
106,458
|
|
|
782,887
|
|
|
894,896
|
|
|
133,398
|
|
|
755,946
|
|
||||||
Multifamily
|
3,550
|
|
|
34,610
|
|
|
958,338
|
|
|
996,498
|
|
|
21,996
|
|
|
970,952
|
|
||||||
Construction/land development
|
602,048
|
|
|
97,810
|
|
|
2,541
|
|
|
702,399
|
|
|
77,022
|
|
|
23,329
|
|
||||||
Total commercial real estate
|
611,149
|
|
|
238,878
|
|
|
1,743,766
|
|
|
2,593,793
|
|
|
232,416
|
|
|
1,750,227
|
|
||||||
Commercial and industrial loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Owner occupied commercial real estate
|
12,831
|
|
|
45,515
|
|
|
419,826
|
|
|
478,172
|
|
|
133,105
|
|
|
332,237
|
|
||||||
Commercial business
|
83,381
|
|
|
152,416
|
|
|
179,083
|
|
|
414,880
|
|
|
70,771
|
|
|
260,728
|
|
||||||
Total commercial and industrial
|
96,212
|
|
|
197,931
|
|
|
598,909
|
|
|
893,052
|
|
|
203,876
|
|
|
592,965
|
|
||||||
Total loans held for investment
|
$
|
711,685
|
|
|
$
|
438,789
|
|
|
$
|
3,939,629
|
|
|
$
|
5,090,103
|
|
|
$
|
744,838
|
|
|
$
|
3,633,580
|
|
|
December 31, 2018
|
|
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
|
$
|
2,357
|
|
|
$
|
2,602
|
|
|
$
|
1,353,216
|
|
|
$
|
1,358,175
|
|
|
$
|
345,281
|
|
|
$
|
1,010,537
|
|
Home equity and other
|
1
|
|
|
127
|
|
|
570,795
|
|
|
570,923
|
|
|
31,872
|
|
|
539,050
|
|
||||||
Total consumer
|
2,358
|
|
|
2,729
|
|
|
1,924,011
|
|
|
1,929,098
|
|
|
377,153
|
|
|
1,549,587
|
|
||||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Non-owner occupied commercial real estate
|
8,829
|
|
|
66,477
|
|
|
626,622
|
|
|
701,928
|
|
|
114,882
|
|
|
578,217
|
|
||||||
Multifamily
|
12,141
|
|
|
44,419
|
|
|
851,455
|
|
|
908,015
|
|
|
24,753
|
|
|
871,121
|
|
||||||
Construction/land development
|
606,758
|
|
|
156,674
|
|
|
31,112
|
|
|
794,544
|
|
|
96,292
|
|
|
91,494
|
|
||||||
Total commercial real estate
|
627,728
|
|
|
267,570
|
|
|
1,509,189
|
|
|
2,404,487
|
|
|
235,927
|
|
|
1,540,832
|
|
||||||
Commercial and industrial:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Owner occupied commercial real estate
|
4,184
|
|
|
51,097
|
|
|
373,877
|
|
|
429,158
|
|
|
140,901
|
|
|
284,073
|
|
||||||
Commercial business
|
61,375
|
|
|
147,195
|
|
|
122,434
|
|
|
331,004
|
|
|
82,081
|
|
|
187,548
|
|
||||||
Total commercial and industrial
|
65,559
|
|
|
198,292
|
|
|
496,311
|
|
|
760,162
|
|
|
222,982
|
|
|
471,621
|
|
||||||
Total loans held for investment
|
$
|
695,645
|
|
|
$
|
468,591
|
|
|
$
|
3,929,511
|
|
|
$
|
5,093,747
|
|
|
$
|
836,062
|
|
|
$
|
3,562,040
|
|
|
Years Ended December 31,
|
|
||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
|
||||||
|
|
|
|
|
|
|
||||||
Loans originated
|
|
|
|
|
|
|
||||||
Real estate
|
|
|
|
|
|
|
||||||
Single family
|
|
|
|
|
|
|
||||||
Originated by HomeStreet (1)
|
$
|
3,105,664
|
|
|
$
|
5,791,510
|
|
|
$
|
7,525,248
|
|
|
Originated by WMS Series LLC (2)
|
605,708
|
|
|
517,461
|
|
|
566,152
|
|
|
|||
Total single family
|
3,711,372
|
|
|
6,308,971
|
|
|
8,091,400
|
|
|
|||
Multifamily
|
1,219,781
|
|
|
827,477
|
|
|
746,748
|
|
|
|||
Non-owner occupied commercial real estate
|
144,339
|
|
|
181,290
|
|
|
208,130
|
|
|
|||
Owner occupied commercial real estate
|
90,363
|
|
|
52,132
|
|
|
121,398
|
|
|
|||
Construction/land development
|
800,539
|
|
|
1,144,442
|
|
|
1,084,092
|
|
|
|||
Total real estate
|
5,966,394
|
|
|
8,514,312
|
|
|
10,251,768
|
|
|
|||
Commercial business
|
210,784
|
|
|
213,272
|
|
|
227,880
|
|
|
|||
Home equity and other
|
265,794
|
|
|
506,633
|
|
|
361,043
|
|
|
|||
Total loans originated
|
$
|
6,442,972
|
|
|
$
|
9,234,217
|
|
|
$
|
10,840,691
|
|
|
Loans sold
|
|
|
|
|
|
|
||||||
Single family (1)
|
$
|
3,783,639
|
|
|
$
|
6,057,784
|
|
|
$
|
7,508,949
|
|
|
Multifamily DUS® (3)
|
214,124
|
|
|
225,323
|
|
|
347,084
|
|
|
|||
SBA
|
12,404
|
|
|
19,414
|
|
|
26,841
|
|
|
|||
CRE Non-DUS® (4)
|
617,336
|
|
|
346,384
|
|
|
321,699
|
|
|
|||
Single family (4)
|
141,663
|
|
|
243,054
|
|
|
—
|
|
|
|||
Total loans sold
|
$
|
4,769,166
|
|
|
$
|
6,891,959
|
|
|
$
|
8,204,573
|
|
|
(1)
|
Includes both continuing and discontinued operations.
|
(2)
|
Loans originated by WMS Series LLC and purchased by HomeStreet Bank.
|
(3)
|
Fannie Mae Multifamily Delegated Underwriting and Servicing Program ("DUS®") is a registered trademark of Fannie Mae.
|
(4)
|
Loans originated as Held for Investment.
|
|
|
At December 31,
|
||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
|
||||||
Noninterest-bearing accounts - checking and savings
|
|
$
|
704,743
|
|
|
$
|
612,540
|
|
|
$
|
579,504
|
|
Interest-bearing transaction and savings deposits:
|
|
|
|
|
|
|
||||||
NOW accounts
|
|
373,832
|
|
|
376,137
|
|
|
461,349
|
|
|||
Statement savings accounts due on demand
|
|
219,182
|
|
|
245,795
|
|
|
293,858
|
|
|||
Money market accounts due on demand
|
|
2,224,494
|
|
|
1,935,516
|
|
|
1,834,154
|
|
|||
Total interest-bearing transaction and savings deposits
|
|
2,817,508
|
|
|
2,557,448
|
|
|
2,589,361
|
|
|||
Total transaction and savings deposits
|
|
3,522,251
|
|
|
3,169,988
|
|
|
3,168,865
|
|
|||
Certificates of deposit
|
|
1,614,533
|
|
|
1,579,806
|
|
|
1,190,689
|
|
|||
Noninterest-bearing accounts - other (1)
|
|
203,175
|
|
|
301,614
|
|
|
401,398
|
|
|||
Total deposits
|
|
$
|
5,339,959
|
|
|
$
|
5,051,408
|
|
|
$
|
4,760,952
|
|
(1)
|
Includes zero, $162.8 million and $225.0 million in servicing deposits related to discontinued operations for the periods ended December 31, 2019, 2018 and 2017, respectively.
|
|
Years Ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
|
|
|
|
|
|
|||
Return on assets (1)(4)
|
0.25
|
%
|
|
0.57
|
%
|
|
1.05
|
%
|
Return on equity (2)(4)
|
2.43
|
%
|
|
5.40
|
%
|
|
10.20
|
%
|
Equity to assets ratio (3)
|
10.17
|
%
|
|
10.56
|
%
|
|
10.26
|
%
|
(1)
|
Net income divided by average total assets.
|
(2)
|
Net income divided by average common shareholders’ equity.
|
(3)
|
Average equity divided by average total assets.
|
(4)
|
Net income includes both continuing and discontinued operations.
|
•
|
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, 2019 and 2018 was $52.8 million and $33.8 million, respectively.
|
•
|
Credit agreements. We extend secured and unsecured open-end loans to meet the financing needs of our customers. These commitments include unused consumer portfolio lines of $485.1 million and $462.0 million as
|
•
|
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, 2019 and 2018, was $2.2 million and $10.3 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, the Company and Fannie Mae share losses on a pro rata basis, where the Company is responsible for losses incurred up to one-third of the principal balance on each loan with two-thirds of the loss covered by Fannie Mae. The total principal balance of loans outstanding under the DUS® program as of December 31, 2019 and 2018 was $1.55 billion and $1.46 billion, respectively, and our loss reserves were $2.8 million and $2.5 million as of December 31, 2019 and 2018, respectively.
|
•
|
Mortgage repurchase liability. In our single family lending business, we sell residential mortgage loans to government sponsored 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.
|
•
|
Small business investment company ("SBIC") investment funds. Between 2016 and 2019 we entered into agreements to invest $24.9 million over time in SBIC investment funds. At December 31, 2019 and 2018 we had unfunded commitments of $15.7 million and $11.1 million, respectively, related to these agreements.
|
•
|
Low income housing tax credit partnerships. We are entered into agreements to invest $30.1 million in partnerships that encourage and assist corporations in investing in the ownership of residential rental property located throughout the United States that qualify for the Low-Income Housing Tax Credit. At December 31, 2019 and 2018, we had $2.8 million and $7.9 million, respectively, in unfunded commitments related to this agreement.
|
•
|
Tax exempt bond partnerships. Between 2018 and 2019, we entered into partnerships to invest $10.0 million in Tax Exempt LIHTC Debt Fund with anticipated Community Reinvestment Act consideration. At December 31, 2019 and 2018, we had $5.0 million and $4.9 million, respectively, in unfunded commitments related to this agreement.
|
(in thousands)
|
Within
one year
|
|
After one but
within three years
|
|
After three but
within five years
|
|
More than
five years
|
|
Total
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Deposits (1)
|
$
|
5,007,837
|
|
|
$
|
302,538
|
|
|
$
|
29,455
|
|
|
$
|
129
|
|
|
$
|
5,339,959
|
|
FHLB advances
|
341,000
|
|
|
—
|
|
|
—
|
|
|
5,590
|
|
|
346,590
|
|
|||||
Long term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
65,000
|
|
|
65,000
|
|
|||||
Trust preferred securities (2)
|
—
|
|
|
—
|
|
|
—
|
|
|
61,857
|
|
|
61,857
|
|
|||||
Interest (3)
|
23,689
|
|
|
17,858
|
|
|
13,921
|
|
|
30,764
|
|
|
86,232
|
|
|||||
Operating and financing leases
|
16,668
|
|
|
28,198
|
|
|
21,715
|
|
|
72,854
|
|
|
139,435
|
|
|||||
Purchase obligations (4)
|
3,405
|
|
|
2,200
|
|
|
14
|
|
|
—
|
|
|
5,619
|
|
|||||
Total
|
$
|
5,392,599
|
|
|
$
|
350,794
|
|
|
$
|
65,105
|
|
|
$
|
236,194
|
|
|
$
|
6,044,692
|
|
(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, 2019 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 and internal and external audit.
|
•
|
Finance Committee. The Finance Committee oversees the consolidated Company's and subsidiaries' 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 loan and lease losses policy, the allowance for credit losses policy, loan loss reserves, large borrower exposure and concentrations, and approval of counterparties.
|
•
|
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 also oversees policies and management activities relating to operational, regulatory, legal and compliance risks. 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 portfolio loans secured by real estate that are graded special mention or substandard, property values are determined quarterly 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, 2019
|
||||||||||
(in thousands)
|
Recorded
Investment
|
|
Unpaid Principal
Balance (2)
|
|
Related
Allowance
|
||||||
|
|
|
|
|
|
||||||
Impaired loans:
|
|
|
|
|
|
||||||
Loans with no related allowance recorded
|
$
|
66,326
|
|
(1)
|
$
|
67,200
|
|
|
$
|
—
|
|
Loans with an allowance recorded
|
2,425
|
|
|
2,804
|
|
|
153
|
|
|||
Total
|
$
|
68,751
|
|
(1)
|
$
|
70,004
|
|
|
$
|
153
|
|
|
|||||||||||
|
At December 31, 2018
|
||||||||||
(in thousands)
|
Recorded
Investment
|
|
Unpaid Principal
Balance (2)
|
|
Related
Allowance
|
||||||
|
|
|
|
|
|
||||||
Impaired loans:
|
|
|
|
|
|
||||||
Loans with no related allowance recorded
|
$
|
71,237
|
|
(1)
|
$
|
73,113
|
|
|
$
|
—
|
|
Loans with an allowance recorded
|
1,847
|
|
|
1,847
|
|
|
233
|
|
|||
Total
|
$
|
73,084
|
|
(1)
|
$
|
74,960
|
|
|
$
|
233
|
|
|
|||||||||||
|
At December 31, 2017
|
||||||||||
(in thousands)
|
Recorded
Investment
|
|
Unpaid Principal
Balance (2)
|
|
Related
Allowance
|
||||||
|
|
|
|
|
|
||||||
Impaired loans:
|
|
|
|
|
|
||||||
Loans with no related allowance recorded
|
$
|
78,696
|
|
(1)(3)
|
$
|
80,904
|
|
|
$
|
—
|
|
Loans with an allowance recorded
|
5,150
|
|
|
5,288
|
|
|
289
|
|
|||
Total
|
$
|
83,846
|
|
(1)
|
$
|
86,192
|
|
|
$
|
289
|
|
(1)
|
Includes $59.8 million, $65.8 million and $69.6 million in single family performing troubled debt restructurings ("TDRs") at December 31, 2019, 2018 and 2017, 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.
|
(3)
|
Includes $231 thousand of fair value option loans.
|
|
At December 31,
|
||||||||||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||||||||||||||||||||
(dollars 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
|
$
|
6,450
|
|
|
15
|
%
|
|
21
|
%
|
|
$
|
8,217
|
|
|
19
|
%
|
|
27
|
%
|
|
$
|
9,412
|
|
|
24
|
%
|
|
30
|
%
|
Home equity and other
|
6,843
|
|
|
16
|
|
|
10
|
|
|
7,712
|
|
|
18
|
|
|
11
|
|
|
7,081
|
|
|
18
|
|
|
10
|
|
|||
|
13,293
|
|
|
31
|
|
|
31
|
|
|
15,929
|
|
|
37
|
|
|
38
|
|
|
16,493
|
|
|
42
|
|
|
40
|
|
|||
Commercial real estate loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Non-owner occupied commercial real estate
|
7,249
|
|
|
17
|
|
|
18
|
|
|
5,496
|
|
|
13
|
|
|
14
|
|
|
4,755
|
|
|
12
|
|
|
14
|
|
|||
Multifamily
|
7,015
|
|
|
17
|
|
|
20
|
|
|
5,754
|
|
|
13
|
|
|
18
|
|
|
3,895
|
|
|
10
|
|
|
16
|
|
|||
Construction/land development
|
8,679
|
|
|
20
|
|
|
14
|
|
|
9,539
|
|
|
22
|
|
|
16
|
|
|
8,677
|
|
|
22
|
|
|
15
|
|
|||
|
22,943
|
|
|
54
|
|
|
52
|
|
|
20,789
|
|
|
48
|
|
|
48
|
|
|
17,327
|
|
|
44
|
|
|
45
|
|
|||
Commercial and industrial loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Owner occupied commercial real estate
|
3,640
|
|
|
8
|
|
|
9
|
|
|
3,282
|
|
|
8
|
|
|
8
|
|
|
2,960
|
|
|
8
|
|
|
9
|
|
|||
Commercial business
|
2,961
|
|
|
7
|
|
|
8
|
|
|
2,913
|
|
|
7
|
|
|
6
|
|
|
2,336
|
|
|
6
|
|
|
6
|
|
|||
|
6,601
|
|
|
15
|
|
|
17
|
|
|
6,195
|
|
|
15
|
|
|
14
|
|
|
5,296
|
|
|
14
|
|
|
15
|
|
|||
Total allowance for credit losses
|
$
|
42,837
|
|
|
100
|
%
|
|
100
|
%
|
|
$
|
42,913
|
|
|
100
|
%
|
|
100
|
%
|
|
$
|
39,116
|
|
|
100
|
%
|
|
100
|
%
|
(1)
|
Excludes loans held for investment balances that are carried at fair value.
|
|
At December 31, 2019
|
|
|
|||||||||||||||||
(dollars in thousands)
|
Accrual
|
|
Number of accrual relationships
|
|
Nonaccrual
|
|
Number of nonaccrual relationships
|
|
Total
|
|
Total number of relationships
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Consumer
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Single family (1)
|
$
|
59,809
|
|
|
284
|
|
|
$
|
1,694
|
|
|
6
|
|
|
$
|
61,503
|
|
|
290
|
|
Home equity and other
|
853
|
|
|
11
|
|
|
9
|
|
|
1
|
|
|
862
|
|
|
12
|
|
|||
|
60,662
|
|
|
295
|
|
|
1,703
|
|
|
7
|
|
|
62,365
|
|
|
302
|
|
|||
Commercial and industrial loans
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Commercial business
|
48
|
|
|
2
|
|
|
222
|
|
|
1
|
|
|
270
|
|
|
3
|
|
|||
|
48
|
|
|
2
|
|
|
222
|
|
|
1
|
|
|
270
|
|
|
3
|
|
|||
|
$
|
60,710
|
|
|
297
|
|
|
$
|
1,925
|
|
|
8
|
|
|
$
|
62,635
|
|
|
305
|
|
(1)
|
Includes loan balances insured by the FHA or guaranteed by the VA of $48.9 million at December 31, 2019.
|
|
At December 31, 2018
|
|
|
||||||||||||||||||
(dollars in thousands)
|
Accrual
|
|
Number of accrual relationships
|
|
Nonaccrual
|
|
Number of nonaccrual relationships
|
|
Total
|
|
Total number of relationships
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consumer
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Single family (1)
|
$
|
65,835
|
|
|
314
|
|
|
$
|
1,740
|
|
|
6
|
|
|
$
|
67,575
|
|
|
320
|
|
|
Home equity and other
|
1,237
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
1,237
|
|
|
16
|
|
||||
|
67,072
|
|
|
330
|
|
|
1,740
|
|
|
6
|
|
|
68,812
|
|
|
336
|
|
||||
Commercial real estate loans
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Multifamily
|
492
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
492
|
|
|
1
|
|
||||
Construction/land development
|
726
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
726
|
|
|
1
|
|
||||
|
1,218
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
1,218
|
|
|
2
|
|
||||
Commercial and industrial loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Owner occupied commercial real estate
|
846
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
846
|
|
|
1
|
|
||||
Commercial business
|
103
|
|
|
3
|
|
|
164
|
|
|
1
|
|
|
267
|
|
|
4
|
|
||||
|
949
|
|
|
4
|
|
|
164
|
|
|
1
|
|
|
1,113
|
|
|
5
|
|
||||
|
$
|
69,239
|
|
|
336
|
|
|
$
|
1,904
|
|
|
7
|
|
|
$
|
71,143
|
|
|
$
|
343
|
|
(1)
|
Includes loan balances insured by the FHA or guaranteed by the VA of $52.4 million at December 31, 2018.
|
|
At December 31, 2017
|
|
|
||||||||||||||||
(in thousands)
|
Accrual
|
|
Number of accrual relationships
|
|
Nonaccrual
|
|
Number of nonaccrual relationships
|
|
Total
|
|
Total number of relationships
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Consumer
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Single family (1)
|
$
|
69,555
|
|
|
280
|
|
|
$
|
2,451
|
|
|
11
|
|
|
$
|
72,006
|
|
|
291
|
Home equity and other
|
1,254
|
|
|
16
|
|
|
36
|
|
|
2
|
|
|
1,290
|
|
|
18
|
|||
|
70,809
|
|
|
296
|
|
|
2,487
|
|
|
13
|
|
|
73,296
|
|
|
309
|
|||
Commercial real estate loans
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Multifamily
|
507
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
507
|
|
|
1
|
|||
Construction/land development
|
454
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
454
|
|
|
1
|
|||
|
961
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
961
|
|
|
2
|
|||
Commercial and industrial loans
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Owner occupied commercial real estate
|
876
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
876
|
|
|
1
|
|||
Commercial business
|
377
|
|
|
3
|
|
|
62
|
|
|
1
|
|
|
439
|
|
|
4
|
|||
|
1,253
|
|
|
4
|
|
|
62
|
|
|
1
|
|
|
1,315
|
|
|
5
|
|||
|
$
|
73,023
|
|
|
302
|
|
|
$
|
2,549
|
|
|
14
|
|
|
$
|
75,572
|
|
|
316
|
(1)
|
Includes loan balances insured by the FHA or guaranteed by the VA of $46.7 million at December 31, 2017.
|
|
|
|
At December 31,
|
|||||||||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans accounted for on a nonaccrual basis: (1)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consumer
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Single family
|
$
|
5,364
|
|
|
$
|
8,493
|
|
|
$
|
11,091
|
|
|
$
|
12,717
|
|
|
$
|
12,119
|
|
|
Home equity and other
|
1,160
|
|
|
948
|
|
|
1,404
|
|
|
1,571
|
|
|
1,576
|
|
|
|||||
|
6,524
|
|
|
9,441
|
|
|
12,495
|
|
|
14,288
|
|
|
13,695
|
|
|
|||||
Commercial real estate loans
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-owner occupied commercial real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
871
|
|
|
—
|
|
|
|||||
Multifamily
|
—
|
|
|
—
|
|
|
302
|
|
|
337
|
|
|
119
|
|
|
|||||
Construction/land development
|
—
|
|
|
72
|
|
|
78
|
|
|
1,376
|
|
|
339
|
|
|
|||||
|
—
|
|
|
72
|
|
|
380
|
|
|
2,584
|
|
|
458
|
|
|
|||||
Commercial and industrial loans
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Owner occupied commercial real estate
|
2,891
|
|
|
374
|
|
|
640
|
|
|
1,256
|
|
|
2,341
|
|
|
|||||
Commercial business
|
3,446
|
|
|
1,732
|
|
|
1,526
|
|
|
2,414
|
|
|
674
|
|
|
|||||
|
6,337
|
|
|
2,106
|
|
|
2,166
|
|
|
3,670
|
|
|
3,015
|
|
|
|||||
Total loans on nonaccrual
|
12,861
|
|
|
11,619
|
|
|
15,041
|
|
|
20,542
|
|
|
17,168
|
|
|
|||||
Other real estate owned
|
1,393
|
|
|
455
|
|
|
664
|
|
|
5,243
|
|
|
7,531
|
|
|
|||||
Total nonperforming assets
|
$
|
14,254
|
|
|
$
|
12,074
|
|
|
$
|
15,705
|
|
|
$
|
25,785
|
|
|
$
|
24,699
|
|
|
Loans 90 days or more past due and accruing (2)
|
$
|
19,702
|
|
|
$
|
39,116
|
|
|
$
|
37,171
|
|
|
$
|
40,486
|
|
|
$
|
36,612
|
|
|
Accruing TDR loans
|
$
|
60,710
|
|
|
$
|
69,239
|
|
|
$
|
73,023
|
|
|
$
|
76,581
|
|
|
$
|
84,411
|
|
|
Nonaccrual TDR loans
|
1,925
|
|
|
1,904
|
|
|
2,549
|
|
|
4,874
|
|
|
3,931
|
|
|
|||||
Total TDR loans
|
$
|
62,635
|
|
|
$
|
71,143
|
|
|
$
|
75,572
|
|
|
$
|
81,455
|
|
|
$
|
88,342
|
|
|
Allowance for loan losses as a percent of nonaccrual loans
|
324.80
|
%
|
|
356.92
|
%
|
|
251.63
|
%
|
|
165.52
|
%
|
|
170.54
|
%
|
|
|||||
Nonaccrual loans as a percentage of total loans
|
0.25
|
%
|
|
0.23
|
%
|
|
0.33
|
%
|
|
0.53
|
%
|
|
0.53
|
%
|
|
|||||
Nonperforming assets as a percentage of total assets
|
0.21
|
%
|
|
0.17
|
%
|
|
0.23
|
%
|
|
0.41
|
%
|
|
0.50
|
%
|
|
(1)
|
If interest on nonaccrual loans under the original terms had been recognized, such income is estimated to have been $1.9 million, $1.4 million and $1.5 million for the years ended December 31, 2019, 2018 and 2017.
|
(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, 2019
|
||||||||||||||||||||||
(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
|
$
|
5,694
|
|
|
$
|
4,261
|
|
|
$
|
5,364
|
|
|
$
|
19,702
|
|
(1)
|
$
|
35,021
|
|
|
$
|
1,393
|
|
Home equity and other
|
837
|
|
|
372
|
|
|
1,160
|
|
|
—
|
|
|
2,369
|
|
|
—
|
|
||||||
|
6,531
|
|
|
4,633
|
|
|
6,524
|
|
|
19,702
|
|
|
37,390
|
|
|
1,393
|
|
||||||
Commercial and industrial loans
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Owner occupied commercial real estate
|
—
|
|
|
—
|
|
|
2,891
|
|
|
—
|
|
|
2,891
|
|
|
—
|
|
||||||
Commercial business
|
44
|
|
|
—
|
|
|
3,446
|
|
|
—
|
|
|
3,490
|
|
|
—
|
|
||||||
|
44
|
|
|
—
|
|
|
6,337
|
|
|
—
|
|
|
6,381
|
|
|
—
|
|
||||||
Total
|
$
|
6,575
|
|
|
$
|
4,633
|
|
|
$
|
12,861
|
|
|
$
|
19,702
|
|
|
$
|
43,771
|
|
|
$
|
1,393
|
|
(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, 2019, these past due loans totaled $19.7 million.
|
|
At December 31, 2018
|
||||||||||||||||||||||
(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
|
$
|
9,725
|
|
|
$
|
3,653
|
|
|
$
|
8,493
|
|
|
$
|
39,116
|
|
(1)
|
$
|
60,987
|
|
|
$
|
455
|
|
Home equity and other
|
145
|
|
|
100
|
|
|
948
|
|
|
—
|
|
|
1,193
|
|
|
—
|
|
||||||
|
9,870
|
|
|
3,753
|
|
|
9,441
|
|
|
39,116
|
|
|
62,180
|
|
|
455
|
|
||||||
Commercial real estate loans
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Construction/land development
|
—
|
|
|
—
|
|
|
72
|
|
|
—
|
|
|
72
|
|
|
—
|
|
||||||
|
—
|
|
|
—
|
|
|
72
|
|
|
—
|
|
|
72
|
|
|
—
|
|
||||||
Commercial and industrial loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Owner occupied commercial real estate
|
—
|
|
|
—
|
|
|
374
|
|
|
—
|
|
|
374
|
|
|
—
|
|
||||||
Commercial business
|
—
|
|
|
—
|
|
|
1,732
|
|
|
—
|
|
|
1,732
|
|
|
—
|
|
||||||
|
—
|
|
|
—
|
|
|
2,106
|
|
|
—
|
|
|
2,106
|
|
|
—
|
|
||||||
Total
|
$
|
9,870
|
|
|
$
|
3,753
|
|
|
$
|
11,619
|
|
|
$
|
39,116
|
|
|
$
|
64,358
|
|
|
$
|
455
|
|
(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, 2018, these past due loans totaled $39.1 million.
|
|
At December 31, 2017
|
||||||||||||||||||||||
(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
|
$
|
10,493
|
|
|
$
|
4,437
|
|
|
$
|
11,091
|
|
|
$
|
37,171
|
|
(1)
|
$
|
63,192
|
|
|
$
|
664
|
|
Home equity and other
|
750
|
|
|
20
|
|
|
1,404
|
|
|
—
|
|
|
2,174
|
|
|
—
|
|
||||||
|
11,243
|
|
|
4,457
|
|
|
12,495
|
|
|
37,171
|
|
|
65,366
|
|
|
664
|
|
||||||
Commercial real estate loans
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Multifamily
|
—
|
|
|
—
|
|
|
302
|
|
|
—
|
|
|
302
|
|
|
—
|
|
||||||
Construction/land development
|
641
|
|
|
—
|
|
|
78
|
|
|
—
|
|
|
719
|
|
|
—
|
|
||||||
|
641
|
|
|
—
|
|
|
380
|
|
|
—
|
|
|
1,021
|
|
|
—
|
|
||||||
Commercial and industrial loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Owner occupied commercial real estate
|
—
|
|
|
—
|
|
|
640
|
|
|
—
|
|
|
640
|
|
|
—
|
|
||||||
Commercial business
|
377
|
|
|
—
|
|
|
1,526
|
|
|
—
|
|
|
1,903
|
|
|
—
|
|
||||||
|
377
|
|
|
—
|
|
|
2,166
|
|
|
—
|
|
|
2,543
|
|
|
—
|
|
||||||
Total
|
$
|
12,261
|
|
|
$
|
4,457
|
|
|
$
|
15,041
|
|
|
$
|
37,171
|
|
|
$
|
68,930
|
|
|
$
|
664
|
|
(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, 2017, these past due loans totaled $37.2 million.
|
At December 31, 2019
|
|
||||
Greater Than
|
|
Less Than or Equal To
|
|
Percentage
|
(1)
|
N/A
|
(2)
|
N/A
|
(2)
|
1.9%
|
|
<
|
|
500
|
|
0.1%
|
|
500
|
|
549
|
|
0.1%
|
|
550
|
|
599
|
|
0.6%
|
|
600
|
|
649
|
|
3.8%
|
|
650
|
|
699
|
|
13.4%
|
|
700
|
|
749
|
|
31.5%
|
|
750
|
|
>
|
|
48.6%
|
|
|
|
TOTAL
|
|
100.0%
|
|
(1)
|
Percentages based on aggregate loan amounts.
|
(2)
|
Information is not available.
|
At December 31, 2018
|
|
||||
Greater Than
|
|
Less Than or Equal To
|
|
Percentage
|
(1)
|
N/A
|
(2)
|
N/A
|
(2)
|
1.8%
|
|
<
|
|
500
|
|
0.1%
|
|
500
|
|
549
|
|
0.1%
|
|
550
|
|
599
|
|
0.5%
|
|
600
|
|
649
|
|
4.2%
|
|
650
|
|
699
|
|
12.7%
|
|
700
|
|
749
|
|
31.4%
|
|
750
|
|
>
|
|
49.2%
|
|
|
|
TOTAL
|
|
100.0%
|
|
(1)
|
Percentages based on aggregate loan amounts.
|
(2)
|
Information is not available.
|
•
|
MSRs in excess of 10% of Tier 1 capital before threshold based deductions must be deducted from common equity. The disallowable portion of MSRs was phased in incrementally (40% in 2015; 60% in 2016; 80% in 2017 and beyond).
|
•
|
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.
|
|
|
At December 31, 2019
|
|||||||||||||||||||
HomeStreet Bank
|
|
Actual
|
|
For Minimum Capital
Adequacy Purposes
|
|
To Be Categorized As
"Well Capitalized" Under
Prompt Corrective
Action Provisions
|
|||||||||||||||
(dollars in thousands)
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Tier 1 leverage capital (to average assets)
|
|
$
|
712,596
|
|
|
10.56
|
%
|
|
$
|
269,930
|
|
|
4.0
|
%
|
|
$
|
337,413
|
|
|
5.0
|
%
|
Common equity tier 1 capital (to risk-weighted assets)
|
|
712,596
|
|
|
13.50
|
|
|
237,451
|
|
|
4.5
|
|
|
342,985
|
|
|
6.5
|
|
|||
Tier 1 risk-based capital (to risk-weighted assets)
|
|
712,596
|
|
|
13.50
|
|
|
316,602
|
|
|
6.0
|
|
|
422,136
|
|
|
8.0
|
|
|||
Total risk-based capital (to risk-weighted assets)
|
|
758,303
|
|
|
14.37
|
|
|
422,136
|
|
|
8.0
|
|
|
527,669
|
|
|
10.0
|
|
|
|
At December 31, 2019
|
|||||||||||||||||||
HomeStreet, Inc.
|
|
Actual
|
|
For Minimum Capital
Adequacy Purposes
|
|
To Be Categorized As
"Well Capitalized" Under
Prompt Corrective
Action Provisions
|
|||||||||||||||
(dollars in thousands)
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Tier 1 leverage capital (to average assets)
|
|
$
|
691,323
|
|
|
10.16
|
%
|
|
$
|
272,253
|
|
|
4.0
|
%
|
|
$
|
340,316
|
|
|
5.0
|
%
|
Common equity tier 1 capital (to risk-weighted assets)
|
|
631,323
|
|
|
11.43
|
|
|
248,523
|
|
|
4.5
|
|
|
358,977
|
|
|
6.5
|
|
|||
Tier 1 risk-based capital (to risk-weighted assets)
|
|
691,323
|
|
|
12.52
|
|
|
331,364
|
|
|
6.0
|
|
|
441,818
|
|
|
8.0
|
|
|||
Total risk-based capital (to risk-weighted assets)
|
|
739,812
|
|
|
13.40
|
|
|
441,818
|
|
|
8.0
|
|
|
552,273
|
|
|
10.0
|
|
|
|
At December 31, 2018
|
|||||||||||||||||||
HomeStreet Bank
|
|
Actual
|
|
For Minimum Capital
Adequacy Purposes
|
|
To Be Categorized As
"Well Capitalized" Under
Prompt Corrective
Action Provisions
|
|||||||||||||||
(dollars in thousands)
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Tier 1 leverage capital (to average assets)
|
|
$
|
707,710
|
|
|
10.15
|
%
|
|
$
|
278,898
|
|
|
4.0
|
%
|
|
$
|
348,622
|
|
|
5.0
|
%
|
Common equity tier 1 capital (to risk-weighted assets)
|
|
707,710
|
|
|
13.82
|
|
|
230,471
|
|
|
4.5
|
|
|
332,902
|
|
|
6.5
|
|
|||
Tier 1 risk-based capital (to risk-weighted assets)
|
|
707,710
|
|
|
13.82
|
|
|
307,295
|
|
|
6.0
|
|
|
409,726
|
|
|
8.0
|
|
|||
Total risk-based capital (to risk-weighted assets)
|
|
753,742
|
|
|
14.72
|
|
|
409,726
|
|
|
8.0
|
|
|
512,158
|
|
|
10.0
|
|
|
|
At December 31, 2018
|
|||||||||||||||||||
HomeStreet, Inc.
|
|
Actual
|
|
For Minimum Capital
Adequacy Purposes
|
|
To Be Categorized As
"Well Capitalized" Under
Prompt Corrective
Action Provisions
|
|||||||||||||||
(dollars in thousands)
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Tier 1 leverage capital (to average assets)
|
|
$
|
667,301
|
|
|
9.51
|
%
|
|
$
|
280,592
|
|
|
4.0
|
%
|
|
$
|
350,740
|
|
|
5.0
|
%
|
Common equity tier 1 capital (to risk-weighted assets)
|
|
607,388
|
|
|
11.26
|
|
|
242,832
|
|
|
4.5
|
|
|
350,757
|
|
|
6.5
|
|
|||
Tier 1 risk-based capital (to risk-weighted assets)
|
|
667,301
|
|
|
12.37
|
|
|
323,776
|
|
|
6.0
|
|
|
431,701
|
|
|
8.0
|
|
|||
Total risk-based capital (to risk-weighted assets)
|
|
715,848
|
|
|
13.27
|
|
|
431,701
|
|
|
8.0
|
|
|
539,626
|
|
|
10.0
|
|
|
|
At December 31, 2017
|
|||||||||||||||||||
HomeStreet Bank
|
|
Actual
|
|
For Minimum Capital
Adequacy Purposes |
|
To Be Categorized As
"Well Capitalized" Under Prompt Corrective Action Provisions |
|||||||||||||||
(dollars in thousands)
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Tier 1 leverage capital (to average assets)
|
|
$
|
649,864
|
|
|
9.67
|
%
|
|
$
|
268,708
|
|
|
4.0
|
%
|
|
$
|
335,885
|
|
|
5.0
|
%
|
Common equity tier 1 capital (to risk-weighted assets)
|
|
649,864
|
|
|
13.22
|
|
|
221,201
|
|
|
4.5
|
|
|
319,512
|
|
|
6.5
|
|
|||
Tier 1 risk-based capital (to risk-weighted assets)
|
|
649,864
|
|
|
13.22
|
|
|
294,935
|
|
|
6.0
|
|
|
393,246
|
|
|
8.0
|
|
|||
Total risk-based capital (to risk-weighted assets)
|
|
688,981
|
|
|
14.02
|
|
|
393,246
|
|
|
8.0
|
|
|
491,558
|
|
|
10.0
|
|
|
|
At December 31, 2017
|
|||||||||||||||||||
HomeStreet, Inc.
|
|
Actual
|
|
For Minimum Capital
Adequacy Purposes |
|
To Be Categorized As
"Well Capitalized" Under Prompt Corrective Action Provisions |
|||||||||||||||
(dollars in thousands)
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Tier 1 leverage capital (to average assets)
|
|
$
|
614,624
|
|
|
9.12
|
%
|
|
$
|
269,534
|
|
|
4.0
|
%
|
|
$
|
336,918
|
|
|
5.0
|
%
|
Common equity tier 1 capital (to risk-weighted assets)
|
|
555,120
|
|
|
9.86
|
|
|
253,293
|
|
|
4.5
|
|
|
365,868
|
|
|
6.5
|
|
|||
Tier 1 risk-based capital (to risk-weighted assets)
|
|
614,624
|
|
|
10.92
|
|
|
337,724
|
|
|
6.0
|
|
|
450,299
|
|
|
8.0
|
|
|||
Total risk-based capital (to risk-weighted assets)
|
|
653,741
|
|
|
11.61
|
|
|
450,299
|
|
|
8.0
|
|
|
562,873
|
|
|
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, 2019
|
||||||||||||||||||||||||||||||
(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
|
$
|
57,880
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
57,880
|
|
FHLB Stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,399
|
|
|
—
|
|
|
22,399
|
|
||||||||
Investment securities (1)
|
69,452
|
|
|
39,517
|
|
|
69,145
|
|
|
198,061
|
|
|
154,045
|
|
|
412,930
|
|
|
—
|
|
|
943,150
|
|
||||||||
Mortgage loans held for sale
|
208,177
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
208,177
|
|
||||||||
Loans held for investment (1)
|
1,546,926
|
|
|
360,223
|
|
|
590,862
|
|
|
1,125,030
|
|
|
900,890
|
|
|
590,625
|
|
|
—
|
|
|
5,114,556
|
|
||||||||
Total interest-earning assets
|
1,882,435
|
|
|
399,740
|
|
|
660,007
|
|
|
1,323,091
|
|
|
1,054,935
|
|
|
1,025,954
|
|
|
—
|
|
|
6,346,162
|
|
||||||||
Non-interest-earning assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
437,645
|
|
|
437,645
|
|
||||||||
Assets of discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
28,628
|
|
|
28,628
|
|
|||||||||||||
Total assets
|
$
|
1,882,435
|
|
|
$
|
399,740
|
|
|
$
|
660,007
|
|
|
$
|
1,323,091
|
|
|
$
|
1,054,935
|
|
|
$
|
1,025,954
|
|
|
$
|
466,273
|
|
|
$
|
6,812,435
|
|
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
NOW accounts (2)
|
$
|
373,832
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
373,832
|
|
Statement savings accounts (2)
|
219,182
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
219,182
|
|
||||||||
Money market
accounts (2)
|
2,224,494
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,224,494
|
|
||||||||
Certificates of deposit
|
779,445
|
|
|
202,196
|
|
|
335,823
|
|
|
268,785
|
|
|
28,282
|
|
|
2
|
|
|
—
|
|
|
1,614,533
|
|
||||||||
Federal funds purchased and securities sold under agreements to repurchase
|
125,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
125,000
|
|
||||||||
FHLB advances
|
341,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,590
|
|
|
—
|
|
|
346,590
|
|
||||||||
Long-term debt (3)
|
60,650
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
65,000
|
|
|
—
|
|
|
125,650
|
|
||||||||
Total interest-bearing liabilities
|
4,123,603
|
|
|
202,196
|
|
|
335,823
|
|
|
268,785
|
|
|
28,282
|
|
|
70,592
|
|
|
—
|
|
|
5,029,281
|
|
||||||||
Non-interest bearing liabilities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,100,828
|
|
|
1,100,828
|
|
||||||||
Liabilities of discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
|
2,603
|
|
|
2,603
|
|
||||||||||||||
Equity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
679,723
|
|
|
679,723
|
|
||||||||
Total liabilities and shareholders’ equity
|
$
|
4,123,603
|
|
|
$
|
202,196
|
|
|
$
|
335,823
|
|
|
$
|
268,785
|
|
|
$
|
28,282
|
|
|
$
|
70,592
|
|
|
$
|
1,783,154
|
|
|
$
|
6,812,435
|
|
Interest sensitivity gap
|
$
|
(2,241,168
|
)
|
|
$
|
197,544
|
|
|
$
|
324,184
|
|
|
$
|
1,054,306
|
|
|
$
|
1,026,653
|
|
|
$
|
955,362
|
|
|
|
|
|
||||
Cumulative interest sensitivity gap
|
$
|
(2,241,168
|
)
|
|
$
|
(2,043,624
|
)
|
|
$
|
(1,719,440
|
)
|
|
$
|
(665,134
|
)
|
|
$
|
361,519
|
|
|
$
|
1,316,881
|
|
|
|
|
|
||||
Cumulative interest sensitivity gap as a percentage of total assets
|
(33
|
)%
|
|
(30
|
)%
|
|
(25
|
)%
|
|
(10
|
)%
|
|
5
|
%
|
|
19
|
%
|
|
|
|
|
||||||||||
Cumulative interest-earning assets as a percentage of cumulative interest-bearing liabilities
|
46
|
%
|
|
53
|
%
|
|
63
|
%
|
|
87
|
%
|
|
107
|
%
|
|
126
|
%
|
|
|
|
|
(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, 2019
|
|
December 31, 2018
|
||||||||
Change in Interest Rates
(basis points) (1)
|
|
Percentage Change
|
||||||||||
|
Net Interest Income (2)
|
|
Net Portfolio Value (3)
|
|
Net Interest Income (2)
|
|
Net Portfolio Value (3)
|
|||||
+200
|
|
(7.2
|
)%
|
|
(2.5
|
)%
|
|
(8.3
|
)%
|
|
(13.5
|
)%
|
+100
|
|
(3.4
|
)
|
|
0.1
|
|
|
(4.1
|
)
|
|
(7.0
|
)
|
-100
|
|
2.7
|
|
|
(6.4
|
)
|
|
5.0
|
|
|
(0.8
|
)
|
-200
|
|
2.2
|
%
|
|
(21.2
|
)%
|
|
9.0
|
%
|
|
(7.0
|
)%
|
(1)
|
For purposes of our model, we assume interest rates will not go below zero. This "floor" limits the effect of a potential negative interest rate shock in a low rate environment like the one we are currently experiencing.
|
(2)
|
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.
|
(3)
|
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, 2019
|
||||||||||
|
Notional amount
|
|
Fair value
|
||||||||
(in thousands)
|
|
Asset
derivatives
|
|
Liability
derivatives
|
|||||||
Forward sale commitments
|
$
|
651,838
|
|
|
$
|
830
|
|
|
$
|
(492
|
)
|
Interest rate lock commitments
|
124,379
|
|
|
2,281
|
|
|
(58
|
)
|
|||
Interest rate swaps
|
688,516
|
|
|
27,097
|
|
|
(10,889
|
)
|
|||
Eurodollar futures
|
2,232,000
|
|
|
3
|
|
|
—
|
|
|||
|
$
|
3,696,733
|
|
|
$
|
30,211
|
|
|
$
|
(11,439
|
)
|
ITEM 8
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
|
At December 31,
|
||||||
(in thousands, except share data)
|
|
2019
|
|
2018
|
||||
|
|
|
|
|
||||
ASSETS
|
|
|
|
|
||||
Cash and cash equivalents (includes interest-earning instruments of $28,489 and $28,534)
|
|
$
|
57,880
|
|
|
$
|
57,982
|
|
Investment securities (includes $938,778 and $851,968 carried at fair value)
|
|
943,150
|
|
|
923,253
|
|
||
Loans held for sale (includes $79,335 and $52,186 carried at fair value)
|
|
208,177
|
|
|
77,324
|
|
||
Loans held for investment (net of allowance for loan losses of $41,772 and $41,470; includes $3,468 and $4,057 carried at fair value)
|
|
5,072,784
|
|
|
5,075,371
|
|
||
Mortgage servicing rights (includes $68,109 and $75,047 carried at fair value)
|
|
97,603
|
|
|
103,374
|
|
||
Other real estate owned
|
|
1,393
|
|
|
455
|
|
||
Federal Home Loan Bank stock, at cost
|
|
22,399
|
|
|
45,497
|
|
||
Premises and equipment, net
|
|
76,973
|
|
|
88,112
|
|
||
Lease right-of-use assets
|
|
94,873
|
|
|
—
|
|
||
Goodwill
|
|
28,492
|
|
|
22,564
|
|
||
Other assets
|
|
180,083
|
|
|
171,255
|
|
||
Assets of discontinued operations
|
|
28,628
|
|
|
477,034
|
|
||
Total assets
|
|
$
|
6,812,435
|
|
|
$
|
7,042,221
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
||||
Liabilities:
|
|
|
|
|
||||
Deposits
|
|
$
|
5,339,959
|
|
|
$
|
4,888,558
|
|
Federal Home Loan Bank advances
|
|
346,590
|
|
|
932,590
|
|
||
Accounts payable and other liabilities
|
|
79,818
|
|
|
169,970
|
|
||
Federal funds purchased and securities sold under agreements to repurchase
|
|
125,000
|
|
|
19,000
|
|
||
Long-term debt
|
|
125,650
|
|
|
125,462
|
|
||
Lease liabilities
|
|
113,092
|
|
|
—
|
|
||
Liabilities of discontinued operations
|
|
2,603
|
|
|
167,121
|
|
||
Total liabilities
|
|
6,132,712
|
|
|
6,302,701
|
|
||
Commitments and contingencies (Note 14)
|
|
|
|
|
||||
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 shares, issued and outstanding, 23,890,855 shares and 26,995,348 shares
|
|
511
|
|
|
511
|
|
||
Additional paid-in capital
|
|
300,218
|
|
|
342,439
|
|
||
Retained earnings
|
|
374,673
|
|
|
412,009
|
|
||
Accumulated other comprehensive income (loss)
|
|
4,321
|
|
|
(15,439
|
)
|
||
Total shareholders' equity
|
|
679,723
|
|
|
739,520
|
|
||
Total liabilities and shareholders' equity
|
|
$
|
6,812,435
|
|
|
$
|
7,042,221
|
|
|
|
Years Ended December 31,
|
||||||||||
(in thousands, except share data)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Interest income:
|
|
|
|
|
|
|
||||||
Loans
|
|
$
|
256,192
|
|
|
$
|
228,350
|
|
|
$
|
190,345
|
|
Investment securities
|
|
20,531
|
|
|
22,645
|
|
|
21,753
|
|
|||
Other
|
|
883
|
|
|
467
|
|
|
222
|
|
|||
|
|
277,606
|
|
|
251,462
|
|
|
212,320
|
|
|||
Interest expense:
|
|
|
|
|
|
|
||||||
Deposits
|
|
70,389
|
|
|
41,995
|
|
|
23,912
|
|
|||
Federal Home Loan Bank advances
|
|
9,342
|
|
|
12,374
|
|
|
7,624
|
|
|||
Federal funds purchased and securities sold under agreements to repurchase
|
|
1,033
|
|
|
298
|
|
|
5
|
|
|||
Long-term debt
|
|
6,822
|
|
|
6,647
|
|
|
6,067
|
|
|||
Other
|
|
630
|
|
|
185
|
|
|
171
|
|
|||
|
|
88,216
|
|
|
61,499
|
|
|
37,779
|
|
|||
Net interest income
|
|
189,390
|
|
|
189,963
|
|
|
174,541
|
|
|||
(Reversal) provision for credit losses
|
|
(500
|
)
|
|
3,000
|
|
|
750
|
|
|||
Net interest income after provision for credit losses
|
|
189,890
|
|
|
186,963
|
|
|
173,791
|
|
|||
Noninterest income:
|
|
|
|
|
|
|
||||||
Net gain on loan origination and sale activities
|
|
44,122
|
|
|
11,866
|
|
|
20,026
|
|
|||
Loan servicing income
|
|
7,802
|
|
|
3,671
|
|
|
3,331
|
|
|||
Depositor and other retail banking fees
|
|
7,926
|
|
|
8,019
|
|
|
7,195
|
|
|||
Insurance agency commissions
|
|
2,292
|
|
|
2,193
|
|
|
1,904
|
|
|||
(Loss) gain on sale of investment securities available for sale
|
|
(7
|
)
|
|
235
|
|
|
489
|
|
|||
Other
|
|
12,297
|
|
|
10,549
|
|
|
9,652
|
|
|||
|
|
74,432
|
|
|
36,533
|
|
|
42,597
|
|
|||
Noninterest expense:
|
|
|
|
|
|
|
||||||
Salaries and related costs
|
|
122,189
|
|
|
105,042
|
|
|
101,791
|
|
|||
General and administrative
|
|
33,862
|
|
|
32,932
|
|
|
37,782
|
|
|||
Amortization of core deposit intangibles
|
|
1,634
|
|
|
1,625
|
|
|
1,710
|
|
|||
Legal
|
|
1,559
|
|
|
3,373
|
|
|
1,303
|
|
|||
Consulting
|
|
4,055
|
|
|
2,469
|
|
|
2,682
|
|
|||
Federal Deposit Insurance Corporation assessments
|
|
1,820
|
|
|
3,808
|
|
|
2,998
|
|
|||
Occupancy
|
|
22,242
|
|
|
18,103
|
|
|
16,981
|
|
|||
Information services
|
|
28,325
|
|
|
28,028
|
|
|
25,897
|
|
|||
Net benefit from operation and sale of other real estate owned
|
|
(72
|
)
|
|
(139
|
)
|
|
(530
|
)
|
|||
|
|
215,614
|
|
|
195,241
|
|
|
190,614
|
|
|||
Income from continuing operations before income taxes
|
|
48,708
|
|
|
28,255
|
|
|
25,774
|
|
|||
Income tax expense (benefit) from continuing operations
|
|
7,988
|
|
|
2,032
|
|
|
(16,894
|
)
|
|||
Income from continuing operations
|
|
40,720
|
|
|
26,223
|
|
|
42,668
|
|
|||
(Loss) income from discontinued operations before income taxes (includes net loss on disposal of $21.6 million in 2019 and zero in both 2018 and 2017)
|
|
(28,285
|
)
|
|
17,610
|
|
|
40,415
|
|
|||
Income tax (benefit) expense from discontinued operations
|
|
(5,077
|
)
|
|
3,806
|
|
|
14,137
|
|
|||
(Loss) income from discontinued operations
|
|
(23,208
|
)
|
|
13,804
|
|
|
26,278
|
|
|||
NET INCOME
|
|
$
|
17,512
|
|
|
$
|
40,027
|
|
|
$
|
68,946
|
|
Basic earnings per common share:
|
|
|
|
|
|
|
||||||
Income from continuing operations
|
|
$
|
1.57
|
|
|
$
|
0.97
|
|
|
$
|
1.59
|
|
(Loss) income from discontinued operations
|
|
(0.91
|
)
|
|
0.51
|
|
|
0.98
|
|
|||
Basic earnings per share
|
|
$
|
0.66
|
|
|
$
|
1.48
|
|
|
$
|
2.57
|
|
Diluted earnings per common share
|
|
|
|
|
|
|
||||||
Income from continuing operations
|
|
$
|
1.55
|
|
|
$
|
0.97
|
|
|
$
|
1.57
|
|
(Loss) income from discontinued operations
|
|
(0.90
|
)
|
|
0.51
|
|
|
0.97
|
|
|||
Diluted income per share
|
|
$
|
0.65
|
|
|
$
|
1.47
|
|
|
$
|
2.54
|
|
Basic weighted average number of shares outstanding
|
|
25,573,488
|
|
|
26,970,916
|
|
|
26,864,657
|
|
|||
Diluted weighted average number of shares outstanding
|
|
25,770,783
|
|
|
27,168,135
|
|
|
27,092,019
|
|
|
Years Ended December 31,
|
||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
||||||
Net income
|
$
|
17,512
|
|
|
$
|
40,027
|
|
|
$
|
68,946
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Unrealized gain (loss) on investment securities available for sale:
|
|
|
|
|
|
||||||
Unrealized holding gain (loss) arising during the year, net of tax expense (benefit) of $5,656, $(2,163) and $1,942
|
21,834
|
|
|
(8,132
|
)
|
|
3,607
|
|
|||
Reclassification adjustment for net losses (gains) included in net income, net of tax expense (benefit) of $(2), $49 and $172
|
6
|
|
|
(185
|
)
|
|
(317
|
)
|
|||
Other comprehensive income (loss)
|
21,840
|
|
|
(8,317
|
)
|
|
3,290
|
|
|||
Comprehensive income
|
$
|
39,352
|
|
|
$
|
31,710
|
|
|
$
|
72,236
|
|
(in thousands, except share data)
|
Number
of shares
|
|
Common
stock
|
|
Additional
paid-in
capital
|
|
Retained
earnings
|
|
Accumulated
other
comprehensive
income (loss)
|
|
Total temporary equity
|
|
Total permanent equity
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance, December 31, 2016
|
26,800,183
|
|
|
$
|
511
|
|
|
$
|
336,149
|
|
|
$
|
303,036
|
|
|
$
|
(10,412
|
)
|
|
$
|
—
|
|
|
$
|
629,284
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
68,946
|
|
|
—
|
|
|
—
|
|
|
68,946
|
|
||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
2,502
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,502
|
|
||||||
Common stock issued
|
88,105
|
|
|
—
|
|
|
358
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
358
|
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,290
|
|
|
—
|
|
|
3,290
|
|
||||||
Balance, December 31, 2017
|
26,888,288
|
|
|
511
|
|
|
339,009
|
|
|
371,982
|
|
|
(7,122
|
)
|
|
—
|
|
|
704,380
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
40,027
|
|
|
—
|
|
|
—
|
|
|
40,027
|
|
||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
3,012
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,012
|
|
||||||
Common stock issued
|
107,060
|
|
|
—
|
|
|
418
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
418
|
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,317
|
)
|
|
—
|
|
|
(8,317
|
)
|
||||||
Balance, December 31, 2018
|
26,995,348
|
|
|
511
|
|
|
342,439
|
|
|
412,009
|
|
|
(15,439
|
)
|
|
—
|
|
|
739,520
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
17,512
|
|
|
—
|
|
|
—
|
|
|
17,512
|
|
||||||
Share-based compensation recovery
|
—
|
|
|
—
|
|
|
(434
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(434
|
)
|
||||||
Cumulative effect of adoption of new accounting standards
|
—
|
|
|
—
|
|
|
—
|
|
|
1,532
|
|
|
(2,080
|
)
|
|
—
|
|
|
(548
|
)
|
||||||
Common stock issued
|
104,080
|
|
|
—
|
|
|
376
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
376
|
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,840
|
|
|
—
|
|
|
21,840
|
|
||||||
Common stock repurchased and retired
|
(3,208,573
|
)
|
|
—
|
|
|
(20,287
|
)
|
|
(25,521
|
)
|
|
—
|
|
|
(52,735
|
)
|
|
(98,543
|
)
|
||||||
Reclassification to temporary equity
|
—
|
|
|
—
|
|
|
(21,876
|
)
|
|
(30,859
|
)
|
|
—
|
|
|
52,735
|
|
|
—
|
|
||||||
Balance, December 31, 2019
|
23,890,855
|
|
|
$
|
511
|
|
|
$
|
300,218
|
|
|
$
|
374,673
|
|
|
$
|
4,321
|
|
|
$
|
—
|
|
|
$
|
679,723
|
|
|
Years Ended December 31,
|
||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net income
|
$
|
17,512
|
|
|
$
|
40,027
|
|
|
$
|
68,946
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation, amortization and accretion
|
39,499
|
|
|
24,893
|
|
|
22,645
|
|
|||
(Reversal ) provision for credit losses
|
(500
|
)
|
|
3,000
|
|
|
750
|
|
|||
Net fair value adjustment and gain on sale of loans held for sale
|
(78,994
|
)
|
|
(93,766
|
)
|
|
(218,331
|
)
|
|||
Gain on sale of mortgage servicing rights, gross
|
(6,206
|
)
|
|
—
|
|
|
—
|
|
|||
Loss on sale of HLC mortgage originations assets, net
|
1,036
|
|
|
—
|
|
|
—
|
|
|||
Fair value adjustment of loans held for investment
|
(282
|
)
|
|
(107
|
)
|
|
(1,030
|
)
|
|||
Origination of mortgage servicing rights
|
(34,606
|
)
|
|
(61,871
|
)
|
|
(78,412
|
)
|
|||
Change in fair value of mortgage servicing rights
|
35,902
|
|
|
(6,711
|
)
|
|
36,615
|
|
|||
Net loss (gain) on sale of investment securities
|
7
|
|
|
(235
|
)
|
|
(489
|
)
|
|||
Net gain on sale of loans originated as held for investment
|
(9,534
|
)
|
|
(1,956
|
)
|
|
(4,600
|
)
|
|||
Net fair value adjustment, gain on sale and provision for losses on other real estate owned
|
(144
|
)
|
|
(171
|
)
|
|
(383
|
)
|
|||
Loss on disposal of fixed assets
|
124
|
|
|
244
|
|
|
215
|
|
|||
Loss on lease abandonment and exit costs
|
16,619
|
|
|
5,096
|
|
|
5,054
|
|
|||
Net deferred income tax (benefit) expenses
|
(29,903
|
)
|
|
12,777
|
|
|
(2,094
|
)
|
|||
Share-based compensation (recovery) expense
|
(163
|
)
|
|
3,361
|
|
|
2,856
|
|
|||
Origination of loans held for sale
|
(3,757,549
|
)
|
|
(6,075,290
|
)
|
|
(7,763,844
|
)
|
|||
Proceeds from sale of loans originated as held for sale
|
4,097,511
|
|
|
6,448,808
|
|
|
8,084,916
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Decrease (increase) in accounts receivable and other assets
|
14,198
|
|
|
(8,030
|
)
|
|
26,470
|
|
|||
Decrease in accounts payable and other liabilities
|
(32,547
|
)
|
|
(4,058
|
)
|
|
(19,957
|
)
|
|||
Decrease in lease liability
|
(13,150
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash provided by operating activities
|
258,830
|
|
|
286,011
|
|
|
159,327
|
|
|||
|
|
|
|
|
|
||||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Purchase of investment securities
|
(330,532
|
)
|
|
(189,660
|
)
|
|
(368,071
|
)
|
|||
Proceeds from sale of investment securities
|
184,871
|
|
|
46,081
|
|
|
397,492
|
|
|||
Principal repayments and maturities of investment securities
|
145,771
|
|
|
106,798
|
|
|
105,801
|
|
|||
Proceeds from sale of other real estate owned
|
1,138
|
|
|
836
|
|
|
6,105
|
|
|||
Proceeds from sale of loans originated as held for investment
|
769,354
|
|
|
548,770
|
|
|
324,745
|
|
|||
Loans purchased from other third parties
|
—
|
|
|
(1,953
|
)
|
|
—
|
|
|||
Proceeds from sale of mortgage servicing rights
|
3,269
|
|
|
65,373
|
|
|
—
|
|
|||
Mortgage servicing rights purchased from third parties
|
(14
|
)
|
|
(4
|
)
|
|
(565
|
)
|
|||
Capital expenditures related to other real estate owned
|
—
|
|
|
—
|
|
|
(57
|
)
|
|||
Net cash provided by disposal of discontinued operations
|
182,189
|
|
|
—
|
|
|
—
|
|
|||
Origination of loans held for investment and principal repayments, net
|
(822,474
|
)
|
|
(1,132,521
|
)
|
|
(998,638
|
)
|
|||
Proceeds from sale of property and equipment
|
—
|
|
|
808
|
|
|
—
|
|
|||
Purchase of property and equipment
|
(2,257
|
)
|
|
(9,724
|
)
|
|
(42,286
|
)
|
|||
Net cash (paid) acquired from acquisitions
|
(47,389
|
)
|
|
—
|
|
|
19,285
|
|
|||
Net cash provided by (used in) investing activities
|
83,926
|
|
|
(565,196
|
)
|
|
(556,189
|
)
|
|
Years Ended December 31,
|
||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Increase in deposits, net
|
$
|
213,572
|
|
|
$
|
290,152
|
|
|
$
|
309,798
|
|
Proceeds from Federal Home Loan Bank advances
|
7,598,300
|
|
|
11,729,500
|
|
|
10,972,200
|
|
|||
Repayment of Federal Home Loan Bank advances
|
(8,184,300
|
)
|
|
(11,776,000
|
)
|
|
(10,861,200
|
)
|
|||
Proceeds from federal funds purchased and securities sold under agreements to repurchase
|
11,051,703
|
|
|
3,511,070
|
|
|
875,166
|
|
|||
Repayment of federal funds purchased and securities sold under agreements to repurchase
|
(10,945,703
|
)
|
|
(3,492,070
|
)
|
|
(875,166
|
)
|
|||
Proceeds from line of credit draws
|
20,000
|
|
|
30,000
|
|
|
—
|
|
|||
Repayment of line of credit draws
|
(20,000
|
)
|
|
(30,000
|
)
|
|
—
|
|
|||
Repayment of lease principal
|
(1,694
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from Federal Home Loan Bank stock repurchase
|
161,254
|
|
|
179,789
|
|
|
187,766
|
|
|||
Purchase of Federal Home Loan Bank stock
|
(138,156
|
)
|
|
(178,647
|
)
|
|
(194,058
|
)
|
|||
Proceeds from debt issuance, net
|
—
|
|
|
—
|
|
|
(65
|
)
|
|||
Payments from equity raise, net
|
—
|
|
|
—
|
|
|
(45
|
)
|
|||
Stock repurchased
|
(98,543
|
)
|
|
—
|
|
|
|
||||
Proceeds from stock issuance, net
|
105
|
|
|
68
|
|
|
11
|
|
|||
Net cash (used in) provided by financing activities
|
(343,462
|
)
|
|
263,862
|
|
|
414,407
|
|
|||
NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH
|
(706
|
)
|
|
(15,323
|
)
|
|
17,545
|
|
|||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH:
|
|
|
|
|
|
||||||
Cash, cash equivalents and restricted cash, beginning of year
|
58,586
|
|
|
73,909
|
|
|
56,364
|
|
|||
Cash, cash equivalents and restricted cash, end of year
|
57,880
|
|
|
58,586
|
|
|
73,909
|
|
|||
Less restricted cash included in other assets
|
—
|
|
|
604
|
|
|
1,191
|
|
|||
CASH AND CASH EQUIVALENTS AT END OF YEAR
|
$
|
57,880
|
|
|
$
|
57,982
|
|
|
$
|
72,718
|
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
|
|
|
|
|
|
||||||
Cash paid during the period for:
|
|
|
|
|
|
||||||
Interest paid
|
$
|
93,325
|
|
|
$
|
67,552
|
|
|
$
|
42,889
|
|
Federal and state income taxes paid (refunded), net
|
33,625
|
|
|
(5,785
|
)
|
|
(21,885
|
)
|
|||
Non-cash activities:
|
|
|
|
|
|
||||||
Loans held for investment foreclosed and transferred to other real estate owned
|
915
|
|
|
455
|
|
|
1,125
|
|
|||
Loans transferred from held for investment to held for sale
|
916,483
|
|
|
634,205
|
|
|
419,494
|
|
|||
Loans transferred from held for sale to held for investment
|
8,705
|
|
|
71,584
|
|
|
100,049
|
|
|||
Ginnie Mae loans recognized with the right to repurchase, net
|
(28,281
|
)
|
|
(1,674
|
)
|
|
3,534
|
|
|||
Receivable from sale of mortgage servicing rights
|
2,117
|
|
|
3,337
|
|
|
—
|
|
|||
Acquisition:
|
|
|
|
|
|
||||||
Assets acquired
|
116,402
|
|
|
—
|
|
|
—
|
|
|||
Liabilities assumed
|
74,941
|
|
|
—
|
|
|
—
|
|
|||
Goodwill
|
5,928
|
|
|
—
|
|
|
—
|
|
|||
Right-of-use assets obtained in exchange for lease obligations:
|
|
|
|
|
|
||||||
Operating leases
|
(7,805
|
)
|
|
—
|
|
|
—
|
|
|||
Finance leases
|
(1,033
|
)
|
|
—
|
|
|
—
|
|
|
|
(in thousands)
|
||
Goodwill balance at December 31, 2017
|
|
$
|
22,564
|
|
Acquisitions
|
|
—
|
|
|
Goodwill balance at December 31, 2018
|
|
22,564
|
|
|
Acquisitions
|
|
5,928
|
|
|
Goodwill balance at December 31, 2019
|
|
$
|
28,492
|
|
(in thousands)
|
|
Year Ended December 31, 2019
|
||
Proceeds from asset sales
|
|
$
|
186,692
|
|
Book value of assets sold
|
|
181,243
|
|
|
Gain on assets sold
|
|
5,449
|
|
|
Transaction costs
|
|
8,770
|
|
|
Compensation expense related to the transactions
|
|
4,636
|
|
|
Facility and IT related costs
|
|
13,660
|
|
|
Total costs
|
|
27,066
|
|
|
Net loss on disposal of discontinued operations
|
|
$
|
(21,617
|
)
|
|
|
|
(in thousands)
|
December 31, 2019
|
|
December 31, 2018
|
||||
ASSETS
|
|
|
|
||||
Loans held-for-sale, at fair value
|
$
|
26,123
|
|
|
$
|
269,683
|
|
Mortgage serving rights
|
—
|
|
|
177,121
|
|
||
Premises and equipment, net
|
—
|
|
|
6,689
|
|
||
Other assets (1)
|
2,505
|
|
|
23,541
|
|
||
Assets of discontinued operations
|
$
|
28,628
|
|
|
$
|
477,034
|
|
LIABILITIES
|
|
|
|
||||
Deposits
|
$
|
—
|
|
|
$
|
162,850
|
|
Accrued expenses and other liabilities
|
2,603
|
|
|
4,271
|
|
||
Liabilities of discontinued operations
|
$
|
2,603
|
|
|
$
|
167,121
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
(in thousands)
|
|
|
|
|
|
|
|
||||||
Net interest income
|
|
|
$
|
5,858
|
|
|
$
|
12,516
|
|
|
$
|
19,897
|
|
Noninterest income
|
|
|
63,713
|
|
|
200,426
|
|
|
269,557
|
|
|||
Noninterest expense
|
|
|
97,856
|
|
|
195,332
|
|
|
249,039
|
|
|||
(Loss) income before income taxes
|
|
|
(28,285
|
)
|
|
17,610
|
|
|
40,415
|
|
|||
Income tax (benefit) expense
|
|
|
(5,077
|
)
|
|
3,806
|
|
|
14,137
|
|
|||
(Loss) income from discontinued operations
|
|
|
$
|
(23,208
|
)
|
|
$
|
13,804
|
|
|
$
|
26,278
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
(in thousands)
|
|
|
|
|
|
||||||
Net cash provided by operating activities
|
$
|
238,212
|
|
|
$
|
201,001
|
|
|
$
|
111,682
|
|
Net cash provided by (used in) investing activities
|
185,458
|
|
|
64,849
|
|
|
(4,369
|
)
|
|
At December 31, 2019
|
|||||||||||||||||||
HomeStreet Bank
|
Actual
|
|
For Minimum Capital
Adequacy Purposes
|
|
To Be Categorized As
“Well Capitalized” Under
Prompt Corrective
Action Provisions
|
|||||||||||||||
(dollars in thousands)
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Tier 1 leverage capital
(to average assets) |
$
|
712,596
|
|
|
10.56
|
%
|
|
$
|
269,930
|
|
|
4.0
|
%
|
|
$
|
337,413
|
|
|
5.0
|
%
|
Common equity tier 1 capital (to risk-weighted assets)
|
712,596
|
|
|
13.50
|
|
|
237,451
|
|
|
4.5
|
|
|
342,985
|
|
|
6.5
|
|
|||
Tier 1 risk-based capital
(to risk-weighted assets) |
712,596
|
|
|
13.50
|
|
|
316,602
|
|
|
6.0
|
|
|
422,136
|
|
|
8.0
|
|
|||
Total risk-based capital
(to risk-weighted assets) |
758,303
|
|
|
14.37
|
|
|
422,136
|
|
|
8.0
|
|
|
527,669
|
|
|
10.0
|
|
|
At December 31, 2019
|
|||||||||||||||||||
HomeStreet, Inc.
|
Actual
|
|
For Minimum Capital
Adequacy Purposes
|
|
To Be Categorized As
“Well Capitalized” Under
Prompt Corrective
Action Provisions
|
|||||||||||||||
(dollars in thousands)
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Tier 1 leverage capital
(to average assets) |
$
|
691,323
|
|
|
10.16
|
%
|
|
$
|
272,253
|
|
|
4.0
|
%
|
|
$
|
340,316
|
|
|
5.0
|
%
|
Common equity tier 1 capital (to risk-weighted assets)
|
631,323
|
|
|
11.43
|
|
|
248,523
|
|
|
4.5
|
|
|
358,977
|
|
|
6.5
|
|
|||
Tier 1 risk-based capital
(to risk-weighted assets) |
691,323
|
|
|
12.52
|
|
|
331,364
|
|
|
6.0
|
|
|
441,818
|
|
|
8.0
|
|
|||
Total risk-based capital
(to risk-weighted assets) |
739,812
|
|
|
13.40
|
|
|
441,818
|
|
|
8.0
|
|
|
552,273
|
|
|
10.0
|
|
|
At December 31, 2018
|
|||||||||||||||||||
HomeStreet Bank
|
Actual
|
|
For Minimum Capital
Adequacy Purposes
|
|
To Be Categorized As
“Well Capitalized” Under
Prompt Corrective
Action Provisions
|
|||||||||||||||
(dollars in thousands)
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Tier 1 leverage capital
(to average assets) |
$
|
707,710
|
|
|
10.15
|
%
|
|
$
|
278,898
|
|
|
4.0
|
%
|
|
$
|
348,622
|
|
|
5.0
|
%
|
Common equity tier 1 capital (to risk-weighted assets)
|
707,710
|
|
|
13.82
|
|
|
230,471
|
|
|
4.5
|
|
|
332,902
|
|
|
6.5
|
|
|||
Tier 1 risk-based capital
(to risk-weighted assets)
|
707,710
|
|
|
13.82
|
|
|
307,295
|
|
|
6.0
|
|
|
409,726
|
|
|
8.0
|
|
|||
Total risk-based capital
(to risk-weighted assets) |
753,742
|
|
|
14.72
|
|
|
409,726
|
|
|
8.0
|
|
|
512,158
|
|
|
10.0
|
|
|
At December 31, 2018
|
|||||||||||||||||||
HomeStreet, Inc.
|
Actual
|
|
For Minimum Capital
Adequacy Purposes
|
|
To Be Categorized As
“Well Capitalized” Under
Prompt Corrective
Action Provisions
|
|||||||||||||||
(dollars in thousands)
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Tier 1 leverage capital
(to average assets) |
$
|
667,301
|
|
|
9.51
|
%
|
|
$
|
280,592
|
|
|
4.0
|
%
|
|
$
|
350,740
|
|
|
5.0
|
%
|
Common equity tier 1 capital (to risk-weighted assets)
|
607,388
|
|
|
11.26
|
|
|
242,832
|
|
|
4.5
|
|
|
350,757
|
|
|
6.5
|
|
|||
Tier 1 risk-based capital
(to risk-weighted assets) |
667,301
|
|
|
12.37
|
|
|
323,776
|
|
|
6.0
|
|
|
431,701
|
|
|
8.0
|
|
|||
Total risk-based capital
(to risk-weighted assets) |
715,848
|
|
|
13.27
|
|
|
431,701
|
|
|
8.0
|
|
|
539,626
|
|
|
10.0
|
|
|
At December 31, 2019
|
||||||||||||||
(in thousands)
|
Amortized
cost
|
|
Gross
unrealized
gains
|
|
Gross
unrealized
losses
|
|
Fair
value
|
||||||||
|
|
|
|
|
|
|
|
||||||||
AVAILABLE FOR SALE
|
|
|
|
|
|
|
|
||||||||
Mortgage-backed securities:
|
|
|
|
|
|
|
|
||||||||
Residential
|
$
|
93,283
|
|
|
$
|
120
|
|
|
$
|
(1,708
|
)
|
|
$
|
91,695
|
|
Commercial
|
37,972
|
|
|
411
|
|
|
(358
|
)
|
|
38,025
|
|
||||
Collateralized mortgage obligations:
|
|
|
|
|
|
|
|
||||||||
Residential
|
292,370
|
|
|
935
|
|
|
(1,687
|
)
|
|
291,618
|
|
||||
Commercial
|
156,693
|
|
|
684
|
|
|
(1,223
|
)
|
|
156,154
|
|
||||
Municipal bonds
|
333,303
|
|
|
8,997
|
|
|
(982
|
)
|
|
341,318
|
|
||||
Corporate debt securities
|
18,391
|
|
|
313
|
|
|
(43
|
)
|
|
18,661
|
|
||||
U.S. Treasury securities
|
1,296
|
|
|
11
|
|
|
—
|
|
|
1,307
|
|
||||
|
$
|
933,308
|
|
|
$
|
11,471
|
|
|
$
|
(6,001
|
)
|
|
$
|
938,778
|
|
|
|
|
|
|
|
|
|
||||||||
HELD TO MATURITY
|
|
|
|
|
|
|
|
||||||||
Municipal bonds (1)
|
4,372
|
|
|
129
|
|
|
—
|
|
|
4,501
|
|
||||
|
$
|
4,372
|
|
|
$
|
129
|
|
|
$
|
—
|
|
|
$
|
4,501
|
|
|
At December 31, 2018
|
||||||||||||||
(in thousands)
|
Amortized
cost |
|
Gross
unrealized gains |
|
Gross
unrealized losses |
|
Fair
value |
||||||||
|
|
|
|
|
|
|
|
||||||||
AVAILABLE FOR SALE
|
|
|
|
|
|
|
|
||||||||
Mortgage-backed securities:
|
|
|
|
|
|
|
|
||||||||
Residential
|
$
|
112,852
|
|
|
$
|
19
|
|
|
$
|
(4,910
|
)
|
|
$
|
107,961
|
|
Commercial
|
34,892
|
|
|
109
|
|
|
(487
|
)
|
|
34,514
|
|
||||
Collateralized mortgage obligations:
|
|
|
|
|
|
|
|
||||||||
Residential
|
171,412
|
|
|
221
|
|
|
(4,889
|
)
|
|
166,744
|
|
||||
Commercial
|
118,555
|
|
|
140
|
|
|
(2,021
|
)
|
|
116,674
|
|
||||
Municipal bonds
|
393,463
|
|
|
1,526
|
|
|
(9,334
|
)
|
|
385,655
|
|
||||
Corporate debt securities
|
21,177
|
|
|
1
|
|
|
(1,183
|
)
|
|
19,995
|
|
||||
U.S. Treasury securities
|
11,211
|
|
|
6
|
|
|
(317
|
)
|
|
10,900
|
|
||||
Agency debentures
|
9,876
|
|
|
—
|
|
|
(351
|
)
|
|
9,525
|
|
||||
|
$
|
873,438
|
|
|
$
|
2,022
|
|
|
$
|
(23,492
|
)
|
|
$
|
851,968
|
|
|
|
|
|
|
|
|
|
||||||||
HELD TO MATURITY
|
|
|
|
|
|
|
|
||||||||
Mortgage-backed securities:
|
|
|
|
|
|
|
|
||||||||
Residential
|
$
|
11,071
|
|
|
$
|
—
|
|
|
$
|
(274
|
)
|
|
$
|
10,797
|
|
Commercial
|
17,307
|
|
|
30
|
|
|
(311
|
)
|
|
17,026
|
|
||||
Collateralized mortgage obligations
|
15,624
|
|
|
10
|
|
|
(65
|
)
|
|
15,569
|
|
||||
Municipal bonds
|
27,191
|
|
|
190
|
|
|
(319
|
)
|
|
27,062
|
|
||||
Corporate debt securities
|
92
|
|
|
—
|
|
|
—
|
|
|
92
|
|
||||
|
$
|
71,285
|
|
|
$
|
230
|
|
|
$
|
(969
|
)
|
|
$
|
70,546
|
|
|
At December 31, 2019
|
||||||||||||||||||||||
|
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
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
AVAILABLE FOR SALE
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential
|
$
|
(409
|
)
|
|
$
|
18,440
|
|
|
$
|
(1,299
|
)
|
|
$
|
68,362
|
|
|
$
|
(1,708
|
)
|
|
$
|
86,802
|
|
Commercial
|
(352
|
)
|
|
21,494
|
|
|
(6
|
)
|
|
2,483
|
|
|
(358
|
)
|
|
23,977
|
|
||||||
Collateralized mortgage obligations:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential
|
(965
|
)
|
|
171,708
|
|
|
(722
|
)
|
|
29,264
|
|
|
(1,687
|
)
|
|
200,972
|
|
||||||
Commercial
|
(680
|
)
|
|
67,160
|
|
|
(543
|
)
|
|
41,605
|
|
|
(1,223
|
)
|
|
108,765
|
|
||||||
Municipal bonds
|
(334
|
)
|
|
39,127
|
|
|
(648
|
)
|
|
45,869
|
|
|
(982
|
)
|
|
84,996
|
|
||||||
Corporate debt securities
|
(5
|
)
|
|
3,689
|
|
|
(38
|
)
|
|
1,743
|
|
|
(43
|
)
|
|
5,432
|
|
||||||
|
$
|
(2,745
|
)
|
|
$
|
321,618
|
|
|
$
|
(3,256
|
)
|
|
$
|
189,326
|
|
|
$
|
(6,001
|
)
|
|
$
|
510,944
|
|
|
At December 31, 2018
|
||||||||||||||||||||||
|
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 |
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
AVAILABLE FOR SALE
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential
|
$
|
(34
|
)
|
|
$
|
1,269
|
|
|
$
|
(4,876
|
)
|
|
$
|
104,822
|
|
|
$
|
(4,910
|
)
|
|
$
|
106,091
|
|
Commercial
|
—
|
|
|
—
|
|
|
(487
|
)
|
|
18,938
|
|
|
(487
|
)
|
|
18,938
|
|
||||||
Collateralized mortgage obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential
|
(131
|
)
|
|
24,085
|
|
|
(4,758
|
)
|
|
128,899
|
|
|
(4,889
|
)
|
|
152,984
|
|
||||||
Commercial
|
(350
|
)
|
|
22,051
|
|
|
(1,671
|
)
|
|
73,429
|
|
|
(2,021
|
)
|
|
95,480
|
|
||||||
Municipal bonds
|
(1,283
|
)
|
|
85,057
|
|
|
(8,051
|
)
|
|
201,189
|
|
|
(9,334
|
)
|
|
286,246
|
|
||||||
Corporate debt securities
|
(104
|
)
|
|
5,557
|
|
|
(1,079
|
)
|
|
14,213
|
|
|
(1,183
|
)
|
|
19,770
|
|
||||||
U.S. Treasury securities
|
—
|
|
|
—
|
|
|
(317
|
)
|
|
9,598
|
|
|
(317
|
)
|
|
9,598
|
|
||||||
Agency debentures
|
—
|
|
|
—
|
|
|
(351
|
)
|
|
9,525
|
|
|
(351
|
)
|
|
9,525
|
|
||||||
|
$
|
(1,902
|
)
|
|
$
|
138,019
|
|
|
$
|
(21,590
|
)
|
|
$
|
560,613
|
|
|
$
|
(23,492
|
)
|
|
$
|
698,632
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
HELD TO MATURITY
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential
|
$
|
(31
|
)
|
|
$
|
2,314
|
|
|
$
|
(243
|
)
|
|
$
|
6,197
|
|
|
$
|
(274
|
)
|
|
$
|
8,511
|
|
Commercial
|
(24
|
)
|
|
2,800
|
|
|
(287
|
)
|
|
11,256
|
|
|
(311
|
)
|
|
14,056
|
|
||||||
Collateralized mortgage obligations
|
(65
|
)
|
|
10,597
|
|
|
—
|
|
|
—
|
|
|
(65
|
)
|
|
10,597
|
|
||||||
Municipal bonds
|
(102
|
)
|
|
7,210
|
|
|
(217
|
)
|
|
11,273
|
|
|
(319
|
)
|
|
18,483
|
|
||||||
|
$
|
(222
|
)
|
|
$
|
22,921
|
|
|
$
|
(747
|
)
|
|
$
|
28,726
|
|
|
$
|
(969
|
)
|
|
$
|
51,647
|
|
|
Years Ended December 31,
|
||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
||||||
Proceeds
|
$
|
184,871
|
|
|
$
|
46,081
|
|
|
$
|
397,492
|
|
Gross gains
|
894
|
|
|
310
|
|
|
1,214
|
|
|||
Gross losses
|
(901
|
)
|
|
(75
|
)
|
|
(725
|
)
|
(in thousands)
|
At December 31,
2019 |
|
At December 31,
2018 |
||||
|
|
|
|
||||
Federal Home Loan Bank to secure borrowings
|
$
|
—
|
|
|
$
|
63,179
|
|
Washington and California State to secure public deposits
|
200,571
|
|
|
126,565
|
|
||
Securities pledged to secure derivatives in a liability position
|
—
|
|
|
5,077
|
|
||
Other securities pledged
|
4,332
|
|
|
5,147
|
|
||
Total securities pledged as collateral
|
$
|
204,903
|
|
|
$
|
199,968
|
|
|
At December 31,
|
||||||
(in thousands)
|
2019
|
|
2018
|
||||
|
|
|
|
||||
Consumer loans
|
|
|
|
||||
Single family (1)
|
$
|
1,070,332
|
|
|
$
|
1,358,175
|
|
Home equity and other
|
532,926
|
|
|
570,923
|
|
||
Total consumer loans
|
1,603,258
|
|
|
1,929,098
|
|
||
Commercial real estate loans
|
|
|
|
||||
Non-owner occupied commercial real estate
|
894,896
|
|
|
701,928
|
|
||
Multifamily
|
996,498
|
|
|
908,015
|
|
||
Construction/land development
|
702,399
|
|
|
794,544
|
|
||
Total commercial real estate loans
|
2,593,793
|
|
|
2,404,487
|
|
||
Commercial and industrial loans
|
|
|
|
|
|||
Owner occupied commercial real estate
|
478,172
|
|
|
429,158
|
|
||
Commercial business
|
414,880
|
|
|
331,004
|
|
||
Total commercial and industrial loans
|
893,052
|
|
|
760,162
|
|
||
Loans held for investment before deferred fees, costs and allowance
|
5,090,103
|
|
|
5,093,747
|
|
||
Net deferred loan fees and costs
|
24,453
|
|
|
23,094
|
|
||
|
5,114,556
|
|
|
5,116,841
|
|
||
Allowance for loan losses
|
(41,772
|
)
|
|
(41,470
|
)
|
||
Total loans held for investment
|
$
|
5,072,784
|
|
|
$
|
5,075,371
|
|
(1)
|
Includes $3.5 million and $4.1 million at December 31, 2019 and December 31, 2018, respectively, 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.
|
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
|
||||||
Allowance for credit losses (roll-forward):
|
|
|
|
|
|
|
||||||
Beginning balance
|
|
$
|
42,913
|
|
|
$
|
39,116
|
|
|
$
|
35,264
|
|
Provision for credit losses
|
|
(500
|
)
|
|
3,000
|
|
|
750
|
|
|||
Recoveries, net of charge-offs
|
|
424
|
|
|
797
|
|
|
3,102
|
|
|||
Ending balance
|
|
$
|
42,837
|
|
|
$
|
42,913
|
|
|
$
|
39,116
|
|
Components:
|
|
|
|
|
|
|
||||||
Allowance for loan losses
|
|
$
|
41,772
|
|
|
$
|
41,470
|
|
|
$
|
37,847
|
|
Allowance for unfunded commitments
|
|
1,065
|
|
|
1,443
|
|
|
1,269
|
|
|||
Allowance for credit losses
|
|
$
|
42,837
|
|
|
$
|
42,913
|
|
|
$
|
39,116
|
|
|
Year Ended December 31, 2019
|
||||||||||||||||||
(in thousands)
|
Beginning
balance |
|
Charge-offs
|
|
Recoveries
|
|
(Reversal of) Provision
|
|
Ending
balance |
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Consumer loans
|
|
|
|
|
|
|
|
|
|
||||||||||
Single family
|
$
|
8,217
|
|
|
$
|
—
|
|
|
$
|
145
|
|
|
$
|
(1,912
|
)
|
|
$
|
6,450
|
|
Home equity and other
|
7,712
|
|
|
(272
|
)
|
|
504
|
|
|
(1,101
|
)
|
|
6,843
|
|
|||||
Total consumer loans
|
15,929
|
|
|
(272
|
)
|
|
649
|
|
|
(3,013
|
)
|
|
13,293
|
|
|||||
Commercial real estate loans
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-owner occupied commercial real estate
|
5,496
|
|
|
—
|
|
|
—
|
|
|
1,753
|
|
|
7,249
|
|
|||||
Multifamily
|
5,754
|
|
|
—
|
|
|
—
|
|
|
1,261
|
|
|
7,015
|
|
|||||
Construction/land development
|
9,539
|
|
|
—
|
|
|
215
|
|
|
(1,075
|
)
|
|
8,679
|
|
|||||
Total commercial real estate loans
|
20,789
|
|
|
—
|
|
|
215
|
|
|
1,939
|
|
|
22,943
|
|
|||||
Commercial and industrial loans
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Owner occupied commercial real estate
|
3,282
|
|
|
—
|
|
|
—
|
|
|
358
|
|
|
3,640
|
|
|||||
Commercial business
|
2,913
|
|
|
(315
|
)
|
|
147
|
|
|
216
|
|
|
2,961
|
|
|||||
Total commercial and industrial loans
|
6,195
|
|
|
(315
|
)
|
|
147
|
|
|
574
|
|
|
6,601
|
|
|||||
Total allowance for credit losses
|
$
|
42,913
|
|
|
$
|
(587
|
)
|
|
$
|
1,011
|
|
|
$
|
(500
|
)
|
|
$
|
42,837
|
|
|
Year Ended December 31, 2018
|
||||||||||||||||||
(in thousands)
|
Beginning
balance |
|
Charge-offs
|
|
Recoveries
|
|
(Reversal of) Provision
|
|
Ending
balance |
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Consumer loans
|
|
|
|
|
|
|
|
|
|
||||||||||
Single family
|
$
|
9,412
|
|
|
$
|
(106
|
)
|
|
$
|
344
|
|
|
$
|
(1,433
|
)
|
|
$
|
8,217
|
|
Home equity and other
|
7,081
|
|
|
(488
|
)
|
|
492
|
|
|
627
|
|
|
7,712
|
|
|||||
Total consumer loans
|
16,493
|
|
|
(594
|
)
|
|
836
|
|
|
(806
|
)
|
|
15,929
|
|
|||||
Commercial real estate loans
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-owner occupied commercial real estate
|
4,755
|
|
|
—
|
|
|
—
|
|
|
741
|
|
|
5,496
|
|
|||||
Multifamily
|
3,895
|
|
|
—
|
|
|
—
|
|
|
1,859
|
|
|
5,754
|
|
|||||
Construction/land development
|
8,677
|
|
|
—
|
|
|
1,126
|
|
|
(264
|
)
|
|
9,539
|
|
|||||
Total commercial real estate loans
|
17,327
|
|
|
—
|
|
|
1,126
|
|
|
2,336
|
|
|
20,789
|
|
|||||
Commercial and industrial loans
|
|
|
|
|
|
|
|
|
|
||||||||||
Owner occupied commercial real estate
|
2,960
|
|
|
—
|
|
|
—
|
|
|
322
|
|
|
3,282
|
|
|||||
Commercial business
|
2,336
|
|
|
(753
|
)
|
|
182
|
|
|
1,148
|
|
|
2,913
|
|
|||||
Total commercial and industrial loans
|
5,296
|
|
|
(753
|
)
|
|
182
|
|
|
1,470
|
|
|
6,195
|
|
|||||
Total allowance for credit losses
|
$
|
39,116
|
|
|
$
|
(1,347
|
)
|
|
$
|
2,144
|
|
|
$
|
3,000
|
|
|
$
|
42,913
|
|
|
At December 31, 2019
|
|
||||||||||||||||||||||
(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
|
$
|
6,333
|
|
|
$
|
117
|
|
|
$
|
6,450
|
|
|
$
|
1,005,386
|
|
|
$
|
61,503
|
|
|
$
|
1,066,889
|
|
|
Home equity and other
|
6,815
|
|
|
28
|
|
|
6,843
|
|
|
532,038
|
|
|
863
|
|
|
532,901
|
|
|
||||||
Total consumer loans
|
13,148
|
|
|
145
|
|
|
13,293
|
|
|
1,537,424
|
|
|
62,366
|
|
|
1,599,790
|
|
|
||||||
Commercial real estate loans
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Non-owner occupied commercial real estate
|
7,249
|
|
|
—
|
|
|
7,249
|
|
|
894,896
|
|
|
—
|
|
|
894,896
|
|
|
||||||
Multifamily
|
7,015
|
|
|
—
|
|
|
7,015
|
|
|
996,498
|
|
|
—
|
|
|
996,498
|
|
|
||||||
Construction/land development
|
8,679
|
|
|
—
|
|
|
8,679
|
|
|
702,399
|
|
|
—
|
|
|
702,399
|
|
|
||||||
Total commercial real estate loans
|
22,943
|
|
|
—
|
|
|
22,943
|
|
|
2,593,793
|
|
|
—
|
|
|
2,593,793
|
|
|
||||||
Commercial and industrial loans
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Owner occupied commercial real estate
|
3,640
|
|
|
—
|
|
|
3,640
|
|
|
475,281
|
|
|
2,891
|
|
|
478,172
|
|
|
||||||
Commercial business
|
2,953
|
|
|
8
|
|
|
2,961
|
|
|
411,386
|
|
|
3,494
|
|
|
414,880
|
|
|
||||||
Total commercial and industrial loans
|
6,593
|
|
|
8
|
|
|
6,601
|
|
|
886,667
|
|
|
6,385
|
|
|
893,052
|
|
|
||||||
Total loans evaluated for impairment
|
42,684
|
|
|
153
|
|
|
42,837
|
|
|
5,017,884
|
|
|
68,751
|
|
|
5,086,635
|
|
|
||||||
Loans held for investment carried at fair value
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,468
|
|
(1)
|
||||||
Total loans held for investment
|
$
|
42,684
|
|
|
$
|
153
|
|
|
$
|
42,837
|
|
|
$
|
5,017,884
|
|
|
$
|
68,751
|
|
|
$
|
5,090,103
|
|
|
|
At December 31, 2018
|
|
||||||||||||||||||||||
(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
|
$
|
8,151
|
|
|
$
|
66
|
|
|
$
|
8,217
|
|
|
$
|
1,286,556
|
|
|
$
|
67,575
|
|
|
$
|
1,354,131
|
|
|
Home equity and other
|
7,671
|
|
|
41
|
|
|
7,712
|
|
|
569,673
|
|
|
1,237
|
|
|
570,910
|
|
|
||||||
Total consumer loans
|
15,822
|
|
|
107
|
|
|
15,929
|
|
|
1,856,229
|
|
|
68,812
|
|
|
1,925,041
|
|
|
||||||
Commercial real estate loans
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Non-owner occupied commercial real estate
|
5,496
|
|
|
—
|
|
|
5,496
|
|
|
701,928
|
|
|
—
|
|
|
701,928
|
|
|
||||||
Multifamily
|
5,754
|
|
|
—
|
|
|
5,754
|
|
|
907,523
|
|
|
492
|
|
|
908,015
|
|
|
||||||
Construction/land development
|
9,539
|
|
|
—
|
|
|
9,539
|
|
|
793,818
|
|
|
726
|
|
|
794,544
|
|
|
||||||
Total commercial real estate loans
|
20,789
|
|
|
—
|
|
|
20,789
|
|
|
2,403,269
|
|
|
1,218
|
|
|
2,404,487
|
|
|
||||||
Commercial and industrial loans
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Owner occupied commercial real estate
|
3,282
|
|
|
—
|
|
|
3,282
|
|
|
427,938
|
|
|
1,220
|
|
|
429,158
|
|
|
||||||
Commercial business
|
2,787
|
|
|
126
|
|
|
2,913
|
|
|
329,170
|
|
|
1,834
|
|
|
331,004
|
|
|
||||||
Total commercial and industrial loans
|
6,069
|
|
|
126
|
|
|
6,195
|
|
|
757,108
|
|
|
3,054
|
|
|
760,162
|
|
|
||||||
Total loans evaluated for impairment
|
42,680
|
|
|
233
|
|
|
42,913
|
|
|
5,016,606
|
|
|
73,084
|
|
|
5,089,690
|
|
|
||||||
Loans held for investment carried at fair value
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,057
|
|
(1)
|
||||||
Total loans held for investment
|
$
|
42,680
|
|
|
$
|
233
|
|
|
$
|
42,913
|
|
|
$
|
5,016,606
|
|
|
$
|
73,084
|
|
|
$
|
5,093,747
|
|
|
(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, 2019
|
||||||||||
(in thousands)
|
Recorded
investment (1)
|
|
Unpaid principal
balance (2)
|
|
Related
allowance
|
||||||
|
|
|
|
|
|
||||||
With no related allowance recorded:
|
|
|
|
|
|
||||||
Consumer loans
|
|
|
|
|
|
||||||
Single family (3)
|
$
|
60,009
|
|
|
$
|
60,448
|
|
|
$
|
—
|
|
Home equity and other
|
472
|
|
|
472
|
|
|
—
|
|
|||
Total consumer loans
|
60,481
|
|
|
60,920
|
|
|
—
|
|
|||
Commercial and industrial loans
|
|
|
|
|
|
||||||
Owner occupied commercial real estate
|
2,891
|
|
|
3,013
|
|
|
—
|
|
|||
Commercial business
|
2,954
|
|
|
3,267
|
|
|
—
|
|
|||
Total commercial and industrial loans
|
5,845
|
|
|
6,280
|
|
|
—
|
|
|||
|
$
|
66,326
|
|
|
$
|
67,200
|
|
|
$
|
—
|
|
With an allowance recorded:
|
|
|
|
|
|
||||||
Consumer loans
|
|
|
|
|
|
||||||
Single family
|
$
|
1,494
|
|
|
$
|
1,494
|
|
|
$
|
117
|
|
Home equity and other
|
391
|
|
|
391
|
|
|
28
|
|
|||
Total consumer loans
|
1,885
|
|
|
1,885
|
|
|
145
|
|
|||
Commercial and industrial loans
|
|
|
|
|
|
||||||
Commercial business
|
540
|
|
|
919
|
|
|
8
|
|
|||
Total commercial and industrial loans
|
540
|
|
|
919
|
|
|
8
|
|
|||
|
$
|
2,425
|
|
|
$
|
2,804
|
|
|
$
|
153
|
|
Total:
|
|
|
|
|
|
||||||
Consumer loans
|
|
|
|
|
|
||||||
Single family (3)
|
$
|
61,503
|
|
|
$
|
61,942
|
|
|
$
|
117
|
|
Home equity and other
|
863
|
|
|
863
|
|
|
28
|
|
|||
Total consumer loans
|
62,366
|
|
|
62,805
|
|
|
145
|
|
|||
Commercial and industrial loans
|
|
|
|
|
|
||||||
Owner occupied commercial real estate
|
2,891
|
|
|
3,013
|
|
|
—
|
|
|||
Commercial business
|
3,494
|
|
|
4,186
|
|
|
8
|
|
|||
Total commercial and industrial loans
|
6,385
|
|
|
7,199
|
|
|
8
|
|
|||
Total impaired loans
|
$
|
68,751
|
|
|
$
|
70,004
|
|
|
$
|
153
|
|
(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 $59.8 million in single family performing TDRs.
|
|
At December 31, 2018
|
||||||||||
(in thousands)
|
Recorded
investment (1)
|
|
Unpaid
principal
balance (2)
|
|
Related
allowance
|
||||||
|
|
|
|
|
|
||||||
With no related allowance recorded:
|
|
|
|
|
|
||||||
Consumer loans
|
|
|
|
|
|
||||||
Single family (3)
|
$
|
66,725
|
|
|
$
|
67,496
|
|
|
$
|
—
|
|
Home equity and other
|
743
|
|
|
769
|
|
|
—
|
|
|||
Total consumer loans
|
67,468
|
|
|
68,265
|
|
|
—
|
|
|||
Commercial real estate loans
|
|
|
|
|
|
||||||
Multifamily
|
492
|
|
|
492
|
|
|
—
|
|
|||
Construction/land development
|
726
|
|
|
726
|
|
|
—
|
|
|||
Total commercial real estate loans
|
1,218
|
|
|
1,218
|
|
|
—
|
|
|||
Commercial and industrial loans
|
|
|
|
|
|
||||||
Owner occupied commercial real estate
|
1,220
|
|
|
1,543
|
|
|
—
|
|
|||
Commercial business
|
1,331
|
|
|
2,087
|
|
|
—
|
|
|||
Total commercial and industrial loans
|
2,551
|
|
|
3,630
|
|
|
—
|
|
|||
|
$
|
71,237
|
|
|
$
|
73,113
|
|
|
$
|
—
|
|
With an allowance recorded:
|
|
|
|
|
|
||||||
Consumer loans
|
|
|
|
|
|
||||||
Single family
|
$
|
850
|
|
|
$
|
850
|
|
|
$
|
66
|
|
Home equity and other
|
494
|
|
|
494
|
|
|
41
|
|
|||
Total consumer loans
|
1,344
|
|
|
1,344
|
|
|
107
|
|
|||
Commercial and industrial loans
|
|
|
|
|
|
||||||
Commercial business
|
503
|
|
|
503
|
|
|
126
|
|
|||
Total commercial and industrial loans
|
503
|
|
|
503
|
|
|
126
|
|
|||
|
$
|
1,847
|
|
|
$
|
1,847
|
|
|
$
|
233
|
|
Total:
|
|
|
|
|
|
||||||
Consumer loans
|
|
|
|
|
|
||||||
Single family (3)
|
$
|
67,575
|
|
|
$
|
68,346
|
|
|
$
|
66
|
|
Home equity and other
|
1,237
|
|
|
1,263
|
|
|
41
|
|
|||
Total consumer loans
|
68,812
|
|
|
69,609
|
|
|
107
|
|
|||
Commercial real estate loans
|
|
|
|
|
|
||||||
Multifamily
|
492
|
|
|
492
|
|
|
—
|
|
|||
Construction/land development
|
726
|
|
|
726
|
|
|
—
|
|
|||
Total commercial real estate loans
|
1,218
|
|
|
1,218
|
|
|
—
|
|
|||
Commercial and industrial loans
|
|
|
|
|
|
||||||
Owner occupied commercial real estate
|
1,220
|
|
|
1,543
|
|
|
—
|
|
|||
Commercial business
|
1,834
|
|
|
2,590
|
|
|
126
|
|
|||
Total commercial and industrial loans
|
3,054
|
|
|
4,133
|
|
|
126
|
|
|||
Total impaired loans
|
$
|
73,084
|
|
|
$
|
74,960
|
|
|
$
|
233
|
|
(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 $65.8 million in single family performing TDRs.
|
|
Year Ended December 31, 2019
|
|
Year Ended December 31, 2018
|
|
Year Ended December 31, 2017
|
||||||||||||||||||
(in thousands)
|
Average Recorded Investment
|
|
Interest Income Recognized
|
|
Average Recorded Investment
|
|
Interest Income Recognized
|
|
Average Recorded Investment
|
|
Interest Income Recognized
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Consumer loans
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family
|
$
|
66,845
|
|
|
$
|
2,701
|
|
|
$
|
69,022
|
|
|
$
|
2,636
|
|
|
$
|
80,519
|
|
|
$
|
2,963
|
|
Home equity and other
|
1,062
|
|
|
59
|
|
|
1,261
|
|
|
78
|
|
|
1,432
|
|
|
80
|
|
||||||
Total consumer loans
|
67,907
|
|
|
2,760
|
|
|
70,283
|
|
|
2,714
|
|
|
81,951
|
|
|
3,043
|
|
||||||
Commercial real estate loans
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Non-owner occupied commercial real estate
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
686
|
|
|
—
|
|
||||||
Multifamily
|
293
|
|
|
14
|
|
|
676
|
|
|
25
|
|
|
824
|
|
|
25
|
|
||||||
Construction/land development
|
1,351
|
|
|
—
|
|
|
625
|
|
|
24
|
|
|
917
|
|
|
73
|
|
||||||
Total commercial real estate loans
|
1,646
|
|
|
14
|
|
|
1,301
|
|
|
49
|
|
|
2,427
|
|
|
98
|
|
||||||
Commercial and industrial loans
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Owner occupied commercial real estate
|
2,927
|
|
|
112
|
|
|
1,912
|
|
|
93
|
|
|
2,922
|
|
|
170
|
|
||||||
Commercial business
|
2,211
|
|
|
37
|
|
|
2,303
|
|
|
104
|
|
|
2,533
|
|
|
144
|
|
||||||
Total commercial and industrial loans
|
5,138
|
|
|
149
|
|
|
4,215
|
|
|
197
|
|
|
5,455
|
|
|
314
|
|
||||||
|
$
|
74,691
|
|
|
$
|
2,923
|
|
|
$
|
75,799
|
|
|
$
|
2,960
|
|
|
$
|
89,833
|
|
|
$
|
3,455
|
|
•
|
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, 2019
|
||||||||||||||||||
(in thousands)
|
Pass
|
|
Watch
|
|
Special mention
|
|
Substandard
|
|
Total
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Consumer loans
|
|
|
|
|
|
|
|
|
|
||||||||||
Single family
|
$
|
1,053,648
|
|
(1)
|
$
|
2,518
|
|
|
$
|
8,802
|
|
|
$
|
5,364
|
|
|
$
|
1,070,332
|
|
Home equity and other
|
530,784
|
|
|
318
|
|
|
664
|
|
|
1,160
|
|
|
532,926
|
|
|||||
Total consumer loans
|
1,584,432
|
|
|
2,836
|
|
|
9,466
|
|
|
6,524
|
|
|
1,603,258
|
|
|||||
Commercial real estate loans
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-owner occupied commercial real estate
|
892,890
|
|
|
2,006
|
|
|
—
|
|
|
—
|
|
|
894,896
|
|
|||||
Multifamily
|
991,696
|
|
|
4,802
|
|
|
—
|
|
|
—
|
|
|
996,498
|
|
|||||
Construction/land development
|
669,751
|
|
|
11,694
|
|
|
20,954
|
|
|
—
|
|
|
702,399
|
|
|||||
Total commercial real estate loans
|
2,554,337
|
|
|
18,502
|
|
|
20,954
|
|
|
—
|
|
|
2,593,793
|
|
|||||
Commercial and industrial loans
|
|
|
|
|
|
|
|
|
|
||||||||||
Owner occupied commercial real estate
|
422,434
|
|
|
37,885
|
|
|
12,709
|
|
|
5,144
|
|
|
478,172
|
|
|||||
Commercial business
|
351,911
|
|
|
50,149
|
|
|
9,405
|
|
|
3,415
|
|
|
414,880
|
|
|||||
Total commercial and industrial loans
|
774,345
|
|
|
88,034
|
|
|
22,114
|
|
|
8,559
|
|
|
893,052
|
|
|||||
|
$
|
4,913,114
|
|
|
$
|
109,372
|
|
|
$
|
52,534
|
|
|
$
|
15,083
|
|
|
$
|
5,090,103
|
|
(1)
|
Includes $3.5 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, 2018
|
||||||||||||||||||
(in thousands)
|
Pass
|
|
Watch
|
|
Special mention
|
|
Substandard
|
|
Total
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Consumer loans
|
|
|
|
|
|
|
|
|
|
||||||||||
Single family
|
$
|
1,338,025
|
|
(1)
|
$
|
2,882
|
|
|
$
|
8,775
|
|
|
$
|
8,493
|
|
|
$
|
1,358,175
|
|
Home equity and other
|
569,370
|
|
|
95
|
|
|
510
|
|
|
948
|
|
|
570,923
|
|
|||||
Total consumer loans
|
1,907,395
|
|
|
2,977
|
|
|
9,285
|
|
|
9,441
|
|
|
1,929,098
|
|
|||||
Commercial real estate loans
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-owner occupied commercial real estate
|
695,077
|
|
|
1,426
|
|
|
5,425
|
|
|
—
|
|
|
701,928
|
|
|||||
Multifamily
|
903,897
|
|
|
3,626
|
|
|
492
|
|
|
—
|
|
|
908,015
|
|
|||||
Construction/land development
|
767,113
|
|
|
21,531
|
|
|
1,084
|
|
|
4,816
|
|
|
794,544
|
|
|||||
Total commercial real estate loans
|
2,366,087
|
|
|
26,583
|
|
|
7,001
|
|
|
4,816
|
|
|
2,404,487
|
|
|||||
Commercial and industrial loans
|
|
|
|
|
|
|
|
|
|
||||||||||
Owner occupied commercial real estate
|
392,273
|
|
|
22,928
|
|
|
11,087
|
|
|
2,870
|
|
|
429,158
|
|
|||||
Commercial business
|
299,225
|
|
|
14,331
|
|
|
15,427
|
|
|
2,021
|
|
|
331,004
|
|
|||||
Total commercial and industrial loans
|
691,498
|
|
|
37,259
|
|
|
26,514
|
|
|
4,891
|
|
|
760,162
|
|
|||||
|
$
|
4,964,980
|
|
|
$
|
66,819
|
|
|
$
|
42,800
|
|
|
$
|
19,148
|
|
|
$
|
5,093,747
|
|
(1)
|
Includes $4.1 million of loans 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, 2019
|
|
||||||||||||||||||||||||||
(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
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Consumer loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Single family
|
$
|
5,694
|
|
|
$
|
4,261
|
|
|
$
|
25,066
|
|
|
$
|
35,021
|
|
|
$
|
1,035,311
|
|
(1)
|
$
|
1,070,332
|
|
|
$
|
19,702
|
|
(2)
|
Home equity and other
|
837
|
|
|
372
|
|
|
1,160
|
|
|
2,369
|
|
|
530,557
|
|
|
532,926
|
|
|
—
|
|
|
|||||||
Total consumer loans
|
6,531
|
|
|
4,633
|
|
|
26,226
|
|
|
37,390
|
|
|
1,565,868
|
|
|
1,603,258
|
|
|
19,702
|
|
|
|||||||
Commercial real estate loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Non-owner occupied commercial real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
894,896
|
|
|
894,896
|
|
|
—
|
|
|
|||||||
Multifamily
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
996,498
|
|
|
996,498
|
|
|
—
|
|
|
|||||||
Construction/land development
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
702,399
|
|
|
702,399
|
|
|
—
|
|
|
|||||||
Total commercial real estate loans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,593,793
|
|
|
2,593,793
|
|
|
—
|
|
|
|||||||
Commercial and industrial loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Owner occupied commercial real estate
|
—
|
|
|
—
|
|
|
2,891
|
|
|
2,891
|
|
|
475,281
|
|
|
478,172
|
|
|
—
|
|
|
|||||||
Commercial business
|
44
|
|
|
—
|
|
|
3,446
|
|
|
3,490
|
|
|
411,390
|
|
|
414,880
|
|
|
—
|
|
|
|||||||
Total commercial and industrial loans
|
44
|
|
|
—
|
|
|
6,337
|
|
|
6,381
|
|
|
886,671
|
|
|
893,052
|
|
|
—
|
|
|
|||||||
|
$
|
6,575
|
|
|
$
|
4,633
|
|
|
$
|
32,563
|
|
|
$
|
43,771
|
|
|
$
|
5,046,332
|
|
|
$
|
5,090,103
|
|
|
$
|
19,702
|
|
|
|
At December 31, 2018
|
|
||||||||||||||||||||||||||
(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 |
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Consumer loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Single family
|
$
|
9,725
|
|
|
$
|
3,653
|
|
|
$
|
47,609
|
|
|
$
|
60,987
|
|
|
$
|
1,297,188
|
|
(1)
|
$
|
1,358,175
|
|
|
$
|
39,116
|
|
(2)
|
Home equity and other
|
145
|
|
|
100
|
|
|
948
|
|
|
1,193
|
|
|
569,730
|
|
|
570,923
|
|
|
—
|
|
|
|||||||
Total consumer loans
|
9,870
|
|
|
3,753
|
|
|
48,557
|
|
|
62,180
|
|
|
1,866,918
|
|
|
1,929,098
|
|
|
39,116
|
|
|
|||||||
Commercial real estate loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Non-owner occupied commercial real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
701,928
|
|
|
701,928
|
|
|
—
|
|
|
|||||||
Multifamily
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
908,015
|
|
|
908,015
|
|
|
—
|
|
|
|||||||
Construction/land development
|
—
|
|
|
—
|
|
|
72
|
|
|
72
|
|
|
794,472
|
|
|
794,544
|
|
|
—
|
|
|
|||||||
Total commercial real estate loans
|
—
|
|
|
—
|
|
|
72
|
|
|
72
|
|
|
2,404,415
|
|
|
2,404,487
|
|
|
—
|
|
|
|||||||
Commercial and industrial loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Owner occupied commercial real estate
|
—
|
|
|
—
|
|
|
374
|
|
|
374
|
|
|
428,784
|
|
|
429,158
|
|
|
—
|
|
|
|||||||
Commercial business
|
—
|
|
|
—
|
|
|
1,732
|
|
|
1,732
|
|
|
329,272
|
|
|
331,004
|
|
|
—
|
|
|
|||||||
Total commercial and industrial loans
|
—
|
|
|
—
|
|
|
2,106
|
|
|
2,106
|
|
|
758,056
|
|
|
760,162
|
|
|
—
|
|
|
|||||||
|
$
|
9,870
|
|
|
$
|
3,753
|
|
|
$
|
50,735
|
|
|
$
|
64,358
|
|
|
$
|
5,029,389
|
|
|
$
|
5,093,747
|
|
|
$
|
39,116
|
|
|
(1)
|
Includes $3.5 million and $4.1 million of loans at December 31, 2019 and 2018 respectively, 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, 2019
|
||||||||||
(in thousands)
|
Accrual
|
|
Nonaccrual
|
|
Total
|
||||||
|
|
|
|
|
|
||||||
Consumer loans
|
|
|
|
|
|
||||||
Single family
|
$
|
1,064,968
|
|
(1)
|
$
|
5,364
|
|
|
$
|
1,070,332
|
|
Home equity and other
|
531,766
|
|
|
1,160
|
|
|
532,926
|
|
|||
Total consumer loans
|
1,596,734
|
|
|
6,524
|
|
|
1,603,258
|
|
|||
Commercial real estate loans
|
|
|
|
|
|
||||||
Non-owner occupied commercial real estate
|
894,896
|
|
|
—
|
|
|
894,896
|
|
|||
Multifamily
|
996,498
|
|
|
—
|
|
|
996,498
|
|
|||
Construction/land development
|
702,399
|
|
|
—
|
|
|
702,399
|
|
|||
Total commercial real estate loans
|
2,593,793
|
|
|
—
|
|
|
2,593,793
|
|
|||
Commercial and industrial loans
|
|
|
|
|
|
||||||
Owner occupied commercial real estate
|
475,281
|
|
|
2,891
|
|
|
478,172
|
|
|||
Commercial business
|
411,434
|
|
|
3,446
|
|
|
414,880
|
|
|||
Total commercial and industrial loans
|
886,715
|
|
|
6,337
|
|
|
893,052
|
|
|||
|
$
|
5,077,242
|
|
|
$
|
12,861
|
|
|
$
|
5,090,103
|
|
|
At December 31, 2018
|
||||||||||
(in thousands)
|
Accrual
|
|
Nonaccrual
|
|
Total
|
||||||
|
|
|
|
|
|
||||||
Consumer loans
|
|
|
|
|
|
||||||
Single family
|
$
|
1,349,682
|
|
(1)
|
$
|
8,493
|
|
|
$
|
1,358,175
|
|
Home equity and other
|
569,975
|
|
|
948
|
|
|
570,923
|
|
|||
Total consumer loans
|
1,919,657
|
|
|
9,441
|
|
|
1,929,098
|
|
|||
Commercial real estate loans
|
|
|
|
|
|
||||||
Non-owner occupied commercial real estate
|
701,928
|
|
|
—
|
|
|
701,928
|
|
|||
Multifamily
|
908,015
|
|
|
—
|
|
|
908,015
|
|
|||
Construction/land development
|
794,472
|
|
|
72
|
|
|
794,544
|
|
|||
Total commercial real estate loans
|
2,404,415
|
|
|
72
|
|
|
2,404,487
|
|
|||
Commercial and industrial loans
|
|
|
|
|
|
||||||
Owner occupied commercial real estate
|
428,784
|
|
|
374
|
|
|
429,158
|
|
|||
Commercial business
|
329,272
|
|
|
1,732
|
|
|
331,004
|
|
|||
Total commercial and industrial loans
|
758,056
|
|
|
2,106
|
|
|
760,162
|
|
|||
|
$
|
5,082,128
|
|
|
$
|
11,619
|
|
|
$
|
5,093,747
|
|
(1)
|
Includes $3.5 million and $4.1 million of loans at December 31, 2019 and 2018, respectively, 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, 2019
|
|||||||||||
(dollars in thousands)
|
Concession type
|
|
Number of loan
modifications |
|
Recorded
investment |
|
Related charge-
offs |
|||||
|
|
|
|
|
|
|
|
|||||
Consumer loans
|
|
|
|
|
|
|
|
|||||
Single family
|
|
|
|
|
|
|
|
|||||
|
Interest rate reduction
|
|
21
|
|
|
$
|
3,925
|
|
|
$
|
—
|
|
|
Payment restructure
|
|
118
|
|
|
25,795
|
|
|
—
|
|
||
Home equity and other
|
|
|
|
|
|
|
|
|||||
|
Payment restructure
|
|
1
|
|
|
116
|
|
|
—
|
|
||
Total consumer
|
|
|
|
|
|
|
|
|||||
|
Interest rate reduction
|
|
21
|
|
|
3,925
|
|
|
—
|
|
||
|
Payment restructure
|
|
119
|
|
|
25,911
|
|
|
—
|
|
||
|
|
|
140
|
|
|
29,836
|
|
|
—
|
|
||
|
|
|
|
|
|
|
|
|||||
Commercial real estate loans
|
|
|
|
|
|
|
|
|||||
Construction/land development
|
|
|
|
|
|
|
|
|||||
|
Payment restructure
|
|
1
|
|
|
4,675
|
|
|
|
|||
Total commercial real estate
|
|
|
|
|
|
|
|
|||||
|
Payment restructure
|
|
1
|
|
|
4,675
|
|
|
—
|
|
||
|
|
|
1
|
|
|
4,675
|
|
|
—
|
|
||
Commercial and industrial loans
|
|
|
|
|
|
|
|
|||||
Owner occupied commercial real estate
|
|
|
|
|
|
|
|
|||||
|
Payment restructure
|
|
1
|
|
|
5,840
|
|
|
—
|
|
||
Commercial business
|
|
|
|
|
|
|
|
|||||
|
Payment restructure
|
|
1
|
|
|
259
|
|
|
—
|
|
||
Total commercial and industrial
|
|
|
|
|
|
|
|
|||||
|
Payment restructure
|
|
2
|
|
|
6,099
|
|
|
—
|
|
||
|
|
|
2
|
|
|
6,099
|
|
|
—
|
|
||
Total loans
|
|
|
|
|
|
|
|
|||||
|
Interest rate reduction
|
|
21
|
|
|
3,925
|
|
|
—
|
|
||
|
Payment restructure
|
|
122
|
|
|
36,685
|
|
|
—
|
|
||
|
|
|
143
|
|
|
$
|
40,610
|
|
|
$
|
—
|
|
|
Year Ended December 31, 2018
|
|||||||||||
(dollars in thousands)
|
Concession type
|
|
Number of loan
modifications |
|
Recorded
investment |
|
Related charge-
offs |
|||||
|
|
|
|
|
|
|
|
|||||
Consumer loans
|
|
|
|
|
|
|
|
|||||
Single family
|
|
|
|
|
|
|
|
|||||
|
Interest rate reduction
|
|
17
|
|
|
$
|
3,174
|
|
|
$
|
—
|
|
|
Payment restructure
|
|
153
|
|
|
31,626
|
|
|
—
|
|
||
Total consumer
|
|
|
|
|
|
|
|
|||||
|
Interest rate reduction
|
|
17
|
|
|
3,174
|
|
|
—
|
|
||
|
Payment restructure
|
|
153
|
|
|
31,626
|
|
|
—
|
|
||
|
|
|
170
|
|
|
34,800
|
|
|
—
|
|
||
Commercial and industrial loans
|
|
|
|
|
|
|
|
|||||
Commercial business
|
|
|
|
|
|
|
|
|||||
|
Payment restructure
|
|
2
|
|
|
267
|
|
|
—
|
|
||
Total commercial and industrial
|
|
|
|
|
|
|
|
|||||
|
Payment restructure
|
|
2
|
|
|
267
|
|
|
—
|
|
||
|
|
|
2
|
|
|
267
|
|
|
—
|
|
||
Total loans
|
|
|
|
|
|
|
|
|||||
|
Interest rate reduction
|
|
17
|
|
|
3,174
|
|
|
—
|
|
||
|
Payment restructure
|
|
155
|
|
|
31,893
|
|
|
—
|
|
||
|
|
|
172
|
|
|
$
|
35,067
|
|
|
$
|
—
|
|
|
Year Ended December 31, 2017
|
|||||||||||
(dollars in thousands)
|
Concession type
|
|
Number of loan
modifications |
|
Recorded
investment |
|
Related charge-
offs |
|||||
|
|
|
|
|
|
|
|
|||||
Consumer loans
|
|
|
|
|
|
|
|
|||||
Single family
|
|
|
|
|
|
|
|
|||||
|
Interest rate reduction
|
|
56
|
|
|
$
|
10,040
|
|
|
$
|
—
|
|
|
Payment restructure
|
|
102
|
|
|
21,356
|
|
|
—
|
|
||
Home equity and other
|
|
|
|
|
|
|
|
|||||
|
Payment restructure
|
|
2
|
|
|
351
|
|
|
—
|
|
||
Total consumer
|
|
|
|
|
|
|
|
|||||
|
Interest rate reduction
|
|
56
|
|
|
10,040
|
|
|
—
|
|
||
|
Payment restructure
|
|
104
|
|
|
21,707
|
|
|
—
|
|
||
|
|
|
160
|
|
|
31,747
|
|
|
—
|
|
||
Commercial and industrial loans
|
|
|
|
|
|
|
|
|||||
Commercial business
|
|
|
|
|
|
|
|
|||||
|
Payment restructure
|
|
1
|
|
|
18
|
|
|
—
|
|
||
Total commercial and industrial
|
|
|
|
|
|
|
|
|||||
|
Payment restructure
|
|
1
|
|
|
18
|
|
|
—
|
|
||
|
|
|
1
|
|
|
18
|
|
|
—
|
|
||
Total loans
|
|
|
|
|
|
|
|
|||||
|
Interest rate reduction
|
|
56
|
|
|
10,040
|
|
|
—
|
|
||
|
Payment restructure
|
|
105
|
|
|
21,725
|
|
|
—
|
|
||
|
|
|
161
|
|
|
$
|
31,765
|
|
|
$
|
—
|
|
|
Years Ended December 31,
|
||||||||||||
|
2019
|
|
2018
|
||||||||||
(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
|
13
|
|
|
$
|
3,059
|
|
|
24
|
|
|
$
|
4,723
|
|
|
13
|
|
|
$
|
3,059
|
|
|
24
|
|
|
$
|
4,723
|
|
|
At December 31,
|
||||||
(in thousands)
|
2019
|
|
2018
|
||||
|
|
|
|
||||
Single family
|
$
|
1,393
|
|
|
$
|
455
|
|
Valuation allowance
|
—
|
|
|
—
|
|
||
|
$
|
1,393
|
|
|
$
|
455
|
|
|
Years Ended December 31,
|
||||||
(in thousands)
|
2019
|
|
2018
|
||||
|
|
|
|
||||
Beginning balance
|
$
|
455
|
|
|
$
|
664
|
|
Additions
|
1,933
|
|
|
455
|
|
||
Reductions related to sales
|
(995
|
)
|
|
(664
|
)
|
||
Ending balance
|
$
|
1,393
|
|
|
$
|
455
|
|
|
|
Year Ended December 31,
|
||
(in thousands)
|
|
2017
|
||
|
|
|
||
Beginning balance
|
|
$
|
3,095
|
|
Loss provisions
|
|
33
|
|
|
(Charge-offs), net of recoveries
|
|
(3,128
|
)
|
|
Ending balance
|
|
$
|
—
|
|
|
Years Ended December 31,
|
||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
||||||
Maintenance (reimbursements) costs
|
$
|
29
|
|
|
$
|
33
|
|
|
$
|
(114
|
)
|
Loss provisions
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net gain on sales
|
(101
|
)
|
|
(172
|
)
|
|
(416
|
)
|
|||
Net benefit from operation and sale of other real estate owned
|
$
|
(72
|
)
|
|
$
|
(139
|
)
|
|
$
|
(530
|
)
|
|
At December 31,
|
|
||||||
(in thousands)
|
2019
|
|
2018
|
|
||||
|
|
|
|
|
||||
Furniture and equipment
|
$
|
56,849
|
|
|
$
|
70,692
|
|
|
Leasehold improvements
|
46,088
|
|
|
52,596
|
|
|
||
Land and buildings
|
34,558
|
|
|
34,552
|
|
|
||
|
137,495
|
|
|
157,840
|
|
|
||
Less: accumulated depreciation
|
(60,522
|
)
|
|
(63,039
|
)
|
|
||
|
$
|
76,973
|
|
(1)
|
$
|
94,801
|
|
(1)
|
(1)
|
Includes zero and $6.7 million of premises and equipment related to discontinued operations as of December 31, 2019 and 2018.
|
|
At December 31,
|
||||||
(in thousands)
|
2019
|
|
2018
|
||||
|
|
|
|
||||
Noninterest-bearing accounts (1)
|
$
|
907,918
|
|
|
$
|
914,154
|
|
NOW accounts, 0.00% to 1.19% at December 31, 2019 and 0.00% to 1.44% at December 31, 2018
|
373,832
|
|
|
376,137
|
|
||
Statement savings accounts, due on demand, 0.05% to 1.13% at December 31, 2019 and 2018
|
219,182
|
|
|
245,795
|
|
||
Money market accounts, due on demand, 0.00% to 2.42% at December 31, 2019 and 0.00% to 2.40% at December 31, 2018
|
2,224,494
|
|
|
1,935,516
|
|
||
Certificates of deposit, 0.10% to 3.06% at December 31, 2019 and 0.10% to 3.80% at December 31, 2018
|
1,614,533
|
|
|
1,579,806
|
|
||
|
$
|
5,339,959
|
|
|
$
|
5,051,408
|
|
|
Years Ended December 31,
|
||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
||||||
NOW accounts
|
$
|
1,507
|
|
|
$
|
1,678
|
|
|
$
|
1,964
|
|
Statement savings accounts
|
525
|
|
|
816
|
|
|
1,007
|
|
|||
Money market accounts
|
27,259
|
|
|
17,199
|
|
|
8,604
|
|
|||
Certificates of deposit
|
41,189
|
|
|
22,302
|
|
|
12,337
|
|
|||
|
$
|
70,480
|
|
(1)
|
$
|
41,995
|
|
|
$
|
23,912
|
|
(in thousands)
|
At December 31, 2019
|
||
|
|
||
Within one year
|
$
|
1,282,411
|
|
One to two years
|
240,121
|
|
|
Two to three years
|
62,417
|
|
|
Three to four years
|
13,938
|
|
|
Four to five years
|
15,517
|
|
|
Thereafter
|
129
|
|
|
|
$
|
1,614,533
|
|
|
At December 31, 2019
|
|||||
(dollars in thousands)
|
Advances
outstanding
|
|
Weighted-average
interest rate
|
|||
|
|
|
|
|||
2020
|
$
|
341,000
|
|
|
1.80
|
%
|
2021
|
—
|
|
|
—
|
|
|
2022
|
—
|
|
|
—
|
|
|
2023
|
—
|
|
|
—
|
|
|
2024 and thereafter
|
5,590
|
|
|
5.31
|
|
|
|
$
|
346,590
|
|
|
1.86
|
%
|
|
HomeStreet Statutory
|
||||||
(dollars 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)
|
Quarterly
|
|
Quarterly
|
|
Quarterly
|
|
Quarterly
|
|
At December 31, 2019
|
||||||||||
|
Notional amount
|
|
Fair value derivatives
|
||||||||
(in thousands)
|
|
|
Asset
|
|
Liability
|
||||||
|
|
|
|
|
|
||||||
Forward sale commitments
|
$
|
651,838
|
|
|
$
|
830
|
|
|
$
|
(492
|
)
|
Interest rate lock and purchase loan commitments
|
124,379
|
|
|
2,281
|
|
|
(58
|
)
|
|||
Interest rate swaps
|
688,516
|
|
|
27,097
|
|
|
(10,889
|
)
|
|||
Eurodollar futures
|
2,232,000
|
|
|
3
|
|
|
—
|
|
|||
Total derivatives before netting
|
$
|
3,696,733
|
|
|
30,211
|
|
|
(11,439
|
)
|
||
Netting adjustment/Cash collateral (1)
|
|
|
(21,414
|
)
|
|
9,101
|
|
||||
Carrying value on consolidated statements of financial condition (2)
|
|
|
$
|
8,797
|
|
|
$
|
(2,338
|
)
|
|
At December 31, 2018
|
||||||||||
|
Notional amount
|
|
Fair value derivatives
|
||||||||
(in thousands)
|
|
|
Asset
|
|
Liability
|
||||||
|
|
|
|
|
|
||||||
Forward sale commitments
|
$
|
1,334,947
|
|
|
$
|
3,025
|
|
|
$
|
(5,340
|
)
|
Interest rate swaptions
|
34,000
|
|
|
203
|
|
|
—
|
|
|||
Interest rate lock and purchase loan commitments
|
390,558
|
|
|
10,289
|
|
|
(5
|
)
|
|||
Interest rate swaps
|
803,652
|
|
|
14,566
|
|
|
(11,549
|
)
|
|||
Eurodollar futures
|
3,135,000
|
|
|
—
|
|
|
(110
|
)
|
|||
Total derivatives before netting
|
$
|
5,698,157
|
|
|
28,083
|
|
|
(17,004
|
)
|
||
Netting adjustment/Cash collateral (1)
|
|
|
(8,329
|
)
|
|
12,517
|
|
||||
Carrying value on consolidated statements of financial condition (2)
|
|
|
$
|
19,754
|
|
|
$
|
(4,487
|
)
|
(1)
|
Includes net cash collateral received of $12.3 million and net cash collateral paid of $4.2 million at December 31, 2019 and 2018, respectively, as part of netting adjustments.
|
|
At December 31, 2019
|
||||||||||||||||||
(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
|
$
|
30,211
|
|
|
$
|
(21,414
|
)
|
|
$
|
8,797
|
|
|
$
|
—
|
|
|
$
|
8,797
|
|
Derivative liabilities
|
(11,439
|
)
|
|
9,101
|
|
|
(2,338
|
)
|
|
—
|
|
|
(2,338
|
)
|
|
At December 31, 2018
|
||||||||||||||||||
(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
|
$
|
28,083
|
|
|
$
|
(8,329
|
)
|
|
$
|
19,754
|
|
|
$
|
—
|
|
|
$
|
19,754
|
|
Derivative liabilities
|
(17,004
|
)
|
|
12,517
|
|
|
(4,487
|
)
|
|
3,223
|
|
|
(1,264
|
)
|
(1)
|
Includes net cash collateral received of $12.3 million and net cash collateral paid of $4.2 million at December 31, 2019 and 2018, respectively, as part of netting adjustments.
|
|
Years Ended December 31,
|
||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
||||||
Recognized in noninterest income: (1)
|
|
|
|
|
|
||||||
Net (loss) gain on loan origination and sale activities (2)
|
$
|
(19,394
|
)
|
|
$
|
7,790
|
|
|
$
|
(28,549
|
)
|
Loan servicing income (loss) (3)
|
14,435
|
|
|
(40,474
|
)
|
|
9,732
|
|
|||
Other (4)
|
121
|
|
|
3
|
|
|
—
|
|
|||
|
$
|
(4,838
|
)
|
|
$
|
(32,681
|
)
|
|
$
|
(18,817
|
)
|
(1)
|
Includes both continuing and discontinued operations.
|
(2)
|
Comprised of IRLCs and forward contracts used as an economic hedge of IRLCs and single family mortgage loans held for sale.
|
(3)
|
Comprised of interest rate swaps, interest rate swaptions and futures and forward contracts used as an economic hedge of single family MSRs.
|
(4)
|
Comprised of interest rate swaps used as an economic hedge of loans held for investment.
|
|
At December 31,
|
||||||
(in thousands)
|
2019
|
|
2018
|
||||
|
|
|
|
||||
Commercial
|
$
|
128,841
|
|
|
$
|
25,139
|
|
Single family (1)
|
105,458
|
|
|
321,868
|
|
||
Total loans held for sale
|
$
|
234,299
|
|
|
$
|
347,007
|
|
(1)
|
Includes loans from discontinued operations of $26.1 million and $269.7 million at December 31, 2019 and 2018, respectively.
|
|
Years Ended December 31,
|
|
||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
|
||||||
|
|
|
|
|
|
|
||||||
Commercial
|
$
|
843,864
|
|
|
$
|
591,121
|
|
|
$
|
695,624
|
|
|
Single family (1)
|
3,925,302
|
|
|
6,300,838
|
|
|
7,508,949
|
|
|
|||
Total loans sold (2)
|
$
|
4,769,166
|
|
|
$
|
6,891,959
|
|
|
$
|
8,204,573
|
|
|
|
Years Ended December 31,
|
||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
||||||
Commercial
|
$
|
17,492
|
|
|
$
|
11,776
|
|
|
$
|
20,027
|
|
Single family (1)
|
86,686
|
|
|
174,473
|
|
|
235,849
|
|
|||
Total gain on loan origination and sale activities (2)
|
$
|
104,178
|
|
|
$
|
186,249
|
|
|
$
|
255,876
|
|
|
At December 31,
|
||||||
(in thousands)
|
2019
|
|
2018
|
||||
|
|
|
|
||||
Commercial
|
$
|
1,618,876
|
|
|
$
|
1,542,477
|
|
Single family (1) (2)
|
7,023,441
|
|
|
20,151,735
|
|
||
Total loans serviced for others
|
$
|
8,642,317
|
|
|
$
|
21,694,212
|
|
(1)
|
Includes both continuing and discontinued operations at December 31, 2018.
|
(2)
|
On March 29, 2019, the Company closed and settled two sales of the rights to service $14.26 billion in total unpaid principal balance of single family mortgage loans representing approximately 71% of single family mortgage loans serviced for others portfolio as of December 31, 2018.
|
|
Years Ended December 31,
|
||||||
(in thousands)
|
2019
|
|
2018
|
||||
|
|
|
|
||||
Balance, beginning of period
|
$
|
3,120
|
|
|
$
|
3,015
|
|
Additions, net of adjustments (1)
|
226
|
|
|
1,930
|
|
||
Realized losses (2)
|
(475
|
)
|
|
(1,825
|
)
|
||
Balance, end of period
|
$
|
2,871
|
|
|
$
|
3,120
|
|
(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 expenses.
|
|
Years Ended December 31,
|
||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
||||||
Servicing income, net:
|
|
|
|
|
|
||||||
Servicing fees and other
|
$
|
37,558
|
|
|
$
|
68,938
|
|
|
$
|
66,192
|
|
Changes in fair value of single family MSRs due to modeled amortization (1)
|
(20,670
|
)
|
|
(34,705
|
)
|
|
(35,451
|
)
|
|||
Amortization of multifamily and SBA MSRs
|
(5,219
|
)
|
|
(4,383
|
)
|
|
(3,932
|
)
|
|||
|
11,669
|
|
|
29,850
|
|
|
26,809
|
|
|||
Risk management, single family MSRs:
|
|
|
|
|
|
||||||
Changes in fair value of MSRs due to changes in market inputs and/or assumptions (2)(3)
|
(16,224
|
)
|
|
39,348
|
|
|
(1,157
|
)
|
|||
Net gain (loss) from derivatives economically hedging MSR
|
14,435
|
|
|
(40,474
|
)
|
|
9,732
|
|
|||
|
(1,789
|
)
|
|
(1,126
|
)
|
|
8,575
|
|
|||
Loan servicing income (4)
|
$
|
9,880
|
|
|
$
|
28,724
|
|
|
$
|
35,384
|
|
(1)
|
Represents changes due to collection/realization of expected cash flows and curtailments.
|
(2)
|
Principally reflects changes in market inputs, which include current market interest rates and prepayment model updates, both of which affect future prepayment speed and cash flow projections.
|
(3)
|
Includes pre-tax loss of $919 thousand and pre-tax gain of $573 thousand, net of transaction costs and prepayment reserves, resulting from the sales of single family MSR for year ended December 31, 2019 and December 31, 2018, respectively.
|
(4)
|
Includes $3.0 million, $25.1 million and $32.1 million from discontinued operations for the years ended December 31, 2019, 2018 and 2017, respectively.
|
|
Years Ended December 31,
|
|||||||
(rates per annum) (1)
|
2019
|
|
2018
|
|
2017
|
|||
|
|
|
|
|
|
|||
Constant prepayment rate ("CPR") (2)
|
18.23
|
%
|
|
15.86
|
%
|
|
13.36
|
%
|
Discount rate (3)
|
9.31
|
%
|
|
10.29
|
%
|
|
10.27
|
%
|
(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 based on market observations.
|
(dollars in thousands)
|
At December 31, 2019
|
||
|
|
||
Fair value of single family MSR
|
$
|
68,109
|
|
Expected weighted-average life (in years)
|
4.69
|
|
|
Constant prepayment rate (1)
|
17.67
|
%
|
|
Impact on fair value of 25 basis points adverse change in interest rates
|
$
|
(4,838
|
)
|
Impact on fair value of 50 basis points adverse change in interest rates
|
$
|
(9,330
|
)
|
Discount rate
|
9.20
|
%
|
|
Impact on fair value of 100 basis points increase
|
$
|
(2,098
|
)
|
Impact on fair value of 200 basis points increase
|
$
|
(4,059
|
)
|
(1)
|
Represents the expected lifetime average.
|
|
Years Ended December 31,
|
||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
||||||
Beginning balance
|
$
|
252,168
|
|
|
$
|
258,560
|
|
|
$
|
226,113
|
|
Additions and amortization:
|
|
|
|
|
|
||||||
Originations
|
28,774
|
|
|
55,608
|
|
|
68,499
|
|
|||
Purchases
|
14
|
|
|
—
|
|
|
565
|
|
|||
Sale of single family MSRs
|
(176,944
|
)
|
|
(66,902
|
)
|
|
—
|
|
|||
Changes due to modeled amortization (1)
|
(20,670
|
)
|
|
(34,705
|
)
|
|
(35,451
|
)
|
|||
Net additions and amortization
|
(168,826
|
)
|
|
(45,999
|
)
|
|
33,613
|
|
|||
Changes in fair value of MSRs due to changes in market inputs and/or model updates (2)
|
(15,233
|
)
|
|
39,607
|
|
|
(1,166
|
)
|
|||
Ending balance
|
$
|
68,109
|
|
|
$
|
252,168
|
|
|
$
|
258,560
|
|
(1)
|
Represents changes due to collection/realization of expected cash flows and curtailments.
|
(2)
|
Principally reflects changes in market inputs, which include current market interest rates and prepayment model updates, both of which affect future prepayment speed and cash flow projections.
|
(in thousands)
|
At December 31, 2019
|
||
|
|
||
2020
|
$
|
4,193
|
|
2021
|
4,080
|
|
|
2022
|
3,861
|
|
|
2023
|
3,644
|
|
|
2024
|
3,373
|
|
|
2025 and thereafter
|
10,343
|
|
|
Carrying value of multifamily MSR
|
$
|
29,494
|
|
|
Years Ended December 31,
|
||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
||||||
Current expense (benefit)
|
|
|
|
|
|
||||||
Federal
|
$
|
32,738
|
|
|
$
|
(11,205
|
)
|
|
$
|
(13,508
|
)
|
State and local
|
5,153
|
|
|
(54
|
)
|
|
(1,216
|
)
|
|||
Deferred (benefit) expense
|
|
|
|
|
|
||||||
Federal
|
(28,313
|
)
|
|
14,215
|
|
|
17,637
|
|
|||
Revaluation of deferred items
|
—
|
|
|
(4,899
|
)
|
|
(23,325
|
)
|
|||
State and local
|
(4,292
|
)
|
|
1,489
|
|
|
528
|
|
|||
Tax credit investment amortization
|
2,702
|
|
|
2,486
|
|
|
2,990
|
|
|||
Total income tax expense (benefit) from continuing operations
|
$
|
7,988
|
|
|
$
|
2,032
|
|
|
$
|
(16,894
|
)
|
|
Years Ended December 31,
|
||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
||||||
Income taxes at statutory rate
|
$
|
8,933
|
|
|
$
|
6,400
|
|
|
$
|
9,852
|
|
State income tax expense, net of federal tax benefit
|
1,078
|
|
|
686
|
|
|
376
|
|
|||
Tax-exempt interest
|
(1,388
|
)
|
|
(1,626
|
)
|
|
(2,855
|
)
|
|||
Tax credits
|
(2,490
|
)
|
|
(2,922
|
)
|
|
(2,041
|
)
|
|||
Amortization of and pass-through losses from low income housing investments
|
2,237
|
|
|
2,648
|
|
|
1,716
|
|
|||
Change in state rate
|
(252
|
)
|
|
220
|
|
|
(714
|
)
|
|||
Return to provision
|
(161
|
)
|
|
1,238
|
|
|
(278
|
)
|
|||
Impact from Federal Rate Change
|
—
|
|
|
(4,899
|
)
|
|
(23,326
|
)
|
|||
Uncertain tax positions
|
—
|
|
|
(42
|
)
|
|
76
|
|
|||
Other, net
|
31
|
|
|
329
|
|
|
300
|
|
|||
Total income tax expense (benefit) from continuing operations
|
$
|
7,988
|
|
|
$
|
2,032
|
|
|
$
|
(16,894
|
)
|
|
At December 31,
|
||||||
(in thousands)
|
2019
|
|
2018
|
||||
|
|
|
|
||||
Deferred tax assets:
|
|
|
|
||||
Provision for loan losses
|
$
|
12,731
|
|
|
$
|
12,959
|
|
Federal and state net operating loss carryforwards
|
1,361
|
|
|
2,407
|
|
||
Accrued liabilities
|
2,653
|
|
|
2,319
|
|
||
Other investments
|
231
|
|
|
37
|
|
||
Lease liabilities
|
25,806
|
|
|
2,386
|
|
||
Unrealized loss on investment available for sale securities
|
—
|
|
|
4,498
|
|
||
Tax credits
|
27
|
|
|
1,399
|
|
||
Stock-based compensation
|
785
|
|
|
1,247
|
|
||
Loan valuation
|
712
|
|
|
1,187
|
|
||
Other, net
|
1,237
|
|
|
1,422
|
|
||
|
45,543
|
|
|
29,861
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Mortgage servicing rights
|
(20,946
|
)
|
|
(57,452
|
)
|
||
FHLB dividends
|
(133
|
)
|
|
(272
|
)
|
||
Deferred loan fees and costs
|
(12,048
|
)
|
|
(10,718
|
)
|
||
Lease right-of-use assets
|
(25,406
|
)
|
|
—
|
|
||
Unrealized gain on investment securities available for sale
|
(1,159
|
)
|
|
—
|
|
||
Premises and equipment
|
(4,588
|
)
|
|
(6,997
|
)
|
||
Intangibles
|
(885
|
)
|
|
(1,133
|
)
|
||
Other, net
|
(167
|
)
|
|
(25
|
)
|
||
|
(65,332
|
)
|
|
(76,597
|
)
|
||
Net deferred tax liability
|
$
|
(19,789
|
)
|
|
$
|
(46,736
|
)
|
|
Years Ended December 31,
|
||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
||||||
Balance, beginning of year
|
$
|
—
|
|
|
$
|
495
|
|
|
$
|
419
|
|
Increases related to prior year tax positions
|
—
|
|
|
—
|
|
|
76
|
|
|||
Settlements
|
—
|
|
|
(495
|
)
|
|
—
|
|
|||
Balance, end of year
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
495
|
|
|
Number
|
|
Weighted
Average
Exercise Price
|
|
Weighted
Average
Remaining
Contractual
Term
|
|
Aggregate
Intrinsic Value (2)
(in thousands)
|
||||
|
|
|
|
|
|
|
|
||||
Options outstanding at December 31, 2018
|
263,925
|
|
$
|
11.91
|
|
|
3.2 years
|
|
$
|
2,459
|
|
Exercised
|
(30,924)
|
|
7.53
|
|
|
0.0 years
|
|
651
|
|
||
Options outstanding at December 31, 2019
|
233,001
|
|
12.49
|
|
|
2.2 years
|
|
5,011
|
|
||
Options that are exercisable and expected to be exercisable (1)
|
233,001
|
|
12.49
|
|
|
2.2 years
|
|
5,011
|
|
||
Options exercisable
|
233,001
|
|
$
|
12.49
|
|
|
2.2 years
|
|
$
|
5,011
|
|
(1)
|
Adjusted for estimated forfeitures.
|
(2)
|
Intrinsic value is the amount by which fair value of the underlying stock exceeds the exercise price.
|
|
Number
|
|
Weighted
Average
Grant Date Fair Value
|
|||
|
|
|
|
|||
Restricted shares outstanding at December 31, 2018
|
292,217
|
|
|
$
|
26.42
|
|
Granted
|
129,987
|
|
|
27.92
|
|
|
Cancelled or forfeited
|
(85,783)
|
|
|
23.34
|
|
|
Vested
|
(67,715)
|
|
|
25.63
|
|
|
Restricted shares outstanding at December 31, 2019
|
268,706
|
|
|
$
|
28.32
|
|
|
|
2019
|
|
Volatility of common stock (1)
|
|
29.4
|
%
|
Average volatility of peer companies (1)
|
|
24.5
|
%
|
Average correlation coefficient of peer companies
|
|
0.7272
|
%
|
Risk-free interest rate(2)
|
|
2.3
|
%
|
Expected term in years
|
|
2.69 years
|
|
Dividend yield
|
|
—
|
%
|
•
|
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.
|
(in thousands)
|
Fair Value at December 31, 2019
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Investment securities available for sale
|
|
|
|
|
|
|
|
||||||||
Mortgage backed securities:
|
|
|
|
|
|
|
|
||||||||
Residential
|
$
|
91,695
|
|
|
$
|
—
|
|
|
$
|
89,831
|
|
|
$
|
1,864
|
|
Commercial
|
38,025
|
|
|
—
|
|
|
38,025
|
|
|
—
|
|
||||
Collateralized mortgage obligations:
|
|
|
|
|
|
|
|
||||||||
Residential
|
291,618
|
|
|
—
|
|
|
291,618
|
|
|
—
|
|
||||
Commercial
|
156,154
|
|
|
—
|
|
|
156,154
|
|
|
—
|
|
||||
Municipal bonds
|
341,318
|
|
|
—
|
|
|
341,318
|
|
|
—
|
|
||||
Corporate debt securities
|
18,661
|
|
|
—
|
|
|
18,573
|
|
|
88
|
|
||||
U.S. Treasury securities
|
1,307
|
|
|
—
|
|
|
1,307
|
|
|
—
|
|
||||
Single family loans held for sale (1)
|
105,458
|
|
|
—
|
|
|
105,458
|
|
|
—
|
|
||||
Single family loans held for investment
|
3,468
|
|
|
—
|
|
|
—
|
|
|
3,468
|
|
||||
Single family mortgage servicing rights
|
68,109
|
|
|
—
|
|
|
—
|
|
|
68,109
|
|
||||
Derivatives (1)
|
|
|
|
|
|
|
|
||||||||
Eurodollar futures
|
3
|
|
|
3
|
|
|
—
|
|
|
—
|
|
||||
Forward sale commitments
|
830
|
|
|
—
|
|
|
830
|
|
|
—
|
|
||||
Interest rate lock and purchase loan commitments
|
2,281
|
|
|
—
|
|
|
—
|
|
|
2,281
|
|
||||
Interest rate swaps
|
27,097
|
|
|
—
|
|
|
27,097
|
|
|
—
|
|
||||
Total assets
|
$
|
1,146,024
|
|
|
$
|
3
|
|
|
$
|
1,070,211
|
|
|
$
|
75,810
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivatives (1)
|
|
|
|
|
|
|
|
||||||||
Forward sale commitments
|
492
|
|
|
—
|
|
|
492
|
|
|
—
|
|
||||
Interest rate lock and purchase loan commitments
|
58
|
|
|
—
|
|
|
—
|
|
|
58
|
|
||||
Interest rate swaps
|
10,889
|
|
|
—
|
|
|
10,889
|
|
|
—
|
|
||||
Total liabilities
|
$
|
11,439
|
|
|
$
|
—
|
|
|
$
|
11,381
|
|
|
$
|
58
|
|
(in thousands)
|
Fair Value at December 31, 2018
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Investment securities available for sale
|
|
|
|
|
|
|
|
||||||||
Mortgage backed securities:
|
|
|
|
|
|
|
|
||||||||
Residential
|
$
|
107,961
|
|
|
$
|
—
|
|
|
$
|
107,961
|
|
|
$
|
—
|
|
Commercial
|
34,514
|
|
|
—
|
|
|
34,514
|
|
|
—
|
|
||||
Collateralized mortgage obligations:
|
|
|
|
|
|
|
|
||||||||
Residential
|
166,744
|
|
|
—
|
|
|
166,744
|
|
|
—
|
|
||||
Commercial
|
116,674
|
|
|
—
|
|
|
116,674
|
|
|
—
|
|
||||
Municipal bonds
|
385,655
|
|
|
—
|
|
|
385,655
|
|
|
—
|
|
||||
Corporate debt securities
|
19,995
|
|
|
—
|
|
|
19,995
|
|
|
—
|
|
||||
U.S. Treasury securities
|
10,900
|
|
|
—
|
|
|
10,900
|
|
|
—
|
|
||||
Agency debentures
|
9,525
|
|
|
—
|
|
|
9,525
|
|
|
—
|
|
||||
Single family loans held for sale (1)
|
321,868
|
|
|
—
|
|
|
319,177
|
|
|
2,691
|
|
||||
Single family loans held for investment
|
4,057
|
|
|
—
|
|
|
—
|
|
|
4,057
|
|
||||
Single family mortgage servicing rights
|
252,168
|
|
|
—
|
|
|
—
|
|
|
252,168
|
|
||||
Derivatives (1)
|
|
|
|
|
|
|
|
||||||||
Forward sale commitments
|
3,025
|
|
|
—
|
|
|
3,025
|
|
|
—
|
|
||||
Interest rate swaptions
|
203
|
|
|
—
|
|
|
203
|
|
|
—
|
|
||||
Interest rate lock and purchase loan commitments
|
10,289
|
|
|
—
|
|
|
—
|
|
|
10,289
|
|
||||
Interest rate swaps
|
14,566
|
|
|
—
|
|
|
14,566
|
|
|
—
|
|
||||
Total assets
|
$
|
1,458,144
|
|
|
$
|
—
|
|
|
$
|
1,188,939
|
|
|
$
|
269,205
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivatives (1)
|
|
|
|
|
|
|
|
||||||||
Eurodollar futures
|
$
|
110
|
|
|
$
|
110
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Forward sale commitments
|
5,340
|
|
|
—
|
|
|
5,340
|
|
|
—
|
|
||||
Interest rate lock and purchase loan commitments
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
||||
Interest rate swaps
|
11,550
|
|
|
—
|
|
|
11,550
|
|
|
—
|
|
||||
Total liabilities
|
$
|
17,005
|
|
|
$
|
110
|
|
|
$
|
16,890
|
|
|
$
|
5
|
|
(dollars in thousands)
|
At December 31, 2019
|
||||||||||||
Fair Value
|
|
Valuation
Technique
|
|
Significant Unobservable
Input
|
|
Low
|
|
High
|
|
Weighted Average
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
||
Investment securities available for sale (1)
|
$
|
1,952
|
|
|
Income approach
|
|
Implied spread to benchmark interest rate curve
|
|
2.00%
|
|
2.00%
|
|
2.00%
|
(dollars in thousands)
|
At December 31, 2019
|
||||||||||||
Fair Value
|
|
Valuation
Technique
|
|
Significant Unobservable
Input
|
|
Low
|
|
High
|
|
Weighted Average
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
||
Loans held for investment, fair value option
|
$
|
3,468
|
|
|
Income approach
|
|
Implied spread to benchmark interest rate curve
|
|
4.56%
|
|
6.87%
|
|
5.63%
|
(dollars in thousands)
|
At December 31, 2018
|
||||||||||||
Fair Value
|
|
Valuation
Technique
|
|
Significant Unobservable
Input
|
|
Low
|
|
High
|
|
Weighted Average
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
||
Loans held for investment, fair value option
|
$
|
4,057
|
|
|
Income approach
|
|
Implied spread to benchmark interest rate curve
|
|
3.34%
|
|
5.15%
|
|
4.20%
|
(dollars in thousands)
|
At December 31, 2018
|
||||||||||||
Fair Value
|
|
Valuation
Technique
|
|
Significant Unobservable
Input
|
|
Low
|
|
High
|
|
Weighted Average
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
||
Loans held for sale, fair value option
|
$
|
2,691
|
|
|
Income approach
|
|
Implied spread to benchmark interest rate curve
|
|
4.26%
|
|
4.96%
|
|
4.40%
|
|
|
|
|
|
Market price movement from comparable bond
|
|
0.71%
|
|
1.09%
|
|
0.90%
|
(dollars in thousands)
|
At December 31, 2019
|
||||||||||||
Fair Value
|
|
Valuation
Technique
|
|
Significant Unobservable
Input
|
|
Low
|
|
High
|
|
Weighted Average
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
||
Interest rate lock and purchase loan commitments, net (1)
|
$
|
2,223
|
|
|
Income approach
|
|
Fall out factor
|
|
—%
|
|
59.69%
|
|
12.20%
|
|
|
|
|
|
Value of servicing
|
|
0.55%
|
|
1.77%
|
|
1.14%
|
(dollars in thousands)
|
At December 31, 2018
|
||||||||||||
Fair Value
|
|
Valuation
Technique
|
|
Significant Unobservable
Input
|
|
Low
|
|
High
|
|
Weighted Average
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
||
Interest rate lock and purchase loan commitments, net (1)
|
$
|
10,284
|
|
|
Income approach
|
|
Fall out factor
|
|
—%
|
|
67.92%
|
|
19.84%
|
|
|
|
|
|
Value of servicing
|
|
0.54%
|
|
1.64%
|
|
0.93%
|
|
|
Year Ended December 31, 2019
|
|||||||||||||||||||||
|
|
Beginning balance
|
|
Additions
|
|
Transfers
|
|
Payoffs/Sales
|
|
Change in mark to market
|
|
Ending balance
|
|||||||||||
(in thousands)
|
|
|
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Investment securities available for sale (1)
|
|
—
|
|
|
$
|
—
|
|
|
$
|
2,379
|
|
|
$
|
(160
|
)
|
|
$
|
(267
|
)
|
|
$
|
1,952
|
|
|
|
Year Ended December 31, 2019
|
||||||||||||||||||||||
|
|
Beginning balance
|
|
Additions
|
|
Transfers
|
|
Payoffs/Sales
|
|
Change in mark to market
|
|
Ending balance
|
||||||||||||
(in thousands)
|
|
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Loans held for sale
|
|
$
|
2,691
|
|
|
$
|
5,859
|
|
|
$
|
1,630
|
|
|
$
|
(10,060
|
)
|
|
$
|
(120
|
)
|
|
$
|
—
|
|
Loans held for investment
|
|
4,057
|
|
|
2,043
|
|
|
(1,630
|
)
|
|
(980
|
)
|
|
(22
|
)
|
|
3,468
|
|
|
|
Year Ended December 31, 2018
|
||||||||||||||||||||||
|
|
Beginning balance
|
|
Additions
|
|
Transfers
|
|
Payoffs/Sales
|
|
Change in mark to market
|
|
Ending balance
|
||||||||||||
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Loans held for sale
|
|
$
|
1,336
|
|
|
$
|
3,434
|
|
|
$
|
—
|
|
|
$
|
(1,998
|
)
|
|
$
|
(81
|
)
|
|
$
|
2,691
|
|
Loans held for investment
|
|
5,477
|
|
|
487
|
|
|
—
|
|
|
(1,672
|
)
|
|
(235
|
)
|
|
4,057
|
|
|
Years Ended December 31,
|
||||||
(in thousands)
|
2019
|
|
2018
|
||||
|
|
|
|
||||
Beginning balance, net
|
$
|
10,284
|
|
|
$
|
12,925
|
|
Total realized/unrealized gains
|
36,487
|
|
|
91,251
|
|
||
Settlements
|
(44,548
|
)
|
|
(93,892
|
)
|
||
Ending balance, net
|
$
|
2,223
|
|
|
$
|
10,284
|
|
|
Year Ended December 31, 2019
|
||||||||||||||||||
(in thousands)
|
Fair Value of Assets Held at December 31, 2019
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total Gains (Losses)
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans held for investment (1)
|
$
|
266
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
266
|
|
|
$
|
316
|
|
Total
|
$
|
266
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
266
|
|
|
$
|
316
|
|
|
Year Ended December 31, 2018
|
||||||||||||||||||
(in thousands)
|
Fair Value of Assets Held at December 31, 2018
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total Gains (Losses)
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans held for investment (1)
|
$
|
1,607
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,607
|
|
|
$
|
(257
|
)
|
Total
|
$
|
1,607
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,607
|
|
|
$
|
(257
|
)
|
(1)
|
Represents the carrying value of loans for which adjustments are based on the fair value of the collateral.
|
|
At December 31, 2019
|
||||||||||||||||||
(in thousands)
|
Carrying
Value
|
|
Fair
Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
57,880
|
|
|
$
|
57,880
|
|
|
$
|
57,880
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Federal funds sold and securities purchased under agreements to resell
|
|
|
|
|
|
|
|
|
|
||||||||||
Investment securities held to maturity
|
4,372
|
|
|
4,501
|
|
|
—
|
|
|
4,501
|
|
|
—
|
|
|||||
Loans held for investment
|
5,069,316
|
|
|
5,139,078
|
|
|
—
|
|
|
—
|
|
|
5,139,078
|
|
|||||
Loans held for sale – multifamily and other
|
128,841
|
|
|
130,720
|
|
|
—
|
|
|
130,720
|
|
|
—
|
|
|||||
Mortgage servicing rights – multifamily
|
29,494
|
|
|
32,738
|
|
|
—
|
|
|
—
|
|
|
32,738
|
|
|||||
Federal Home Loan Bank stock
|
22,399
|
|
|
22,399
|
|
|
—
|
|
|
22,399
|
|
|
—
|
|
|||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Time deposits
|
$
|
1,614,533
|
|
|
$
|
1,622,879
|
|
|
$
|
—
|
|
|
$
|
1,622,879
|
|
|
$
|
—
|
|
Federal Home Loan Bank advances
|
346,590
|
|
|
347,949
|
|
|
—
|
|
|
347,949
|
|
|
—
|
|
|||||
Federal funds purchased and securities sold under agreements to repurchase
|
125,000
|
|
|
125,101
|
|
|
125,101
|
|
|
—
|
|
|
—
|
|
|||||
Long-term debt
|
125,650
|
|
|
115,011
|
|
|
—
|
|
|
115,011
|
|
|
—
|
|
|
At December 31, 2018
|
||||||||||||||||||
(in thousands)
|
Carrying
Value
|
|
Fair
Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
57,982
|
|
|
$
|
57,982
|
|
|
$
|
57,982
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Investment securities held to maturity
|
71,285
|
|
|
70,546
|
|
|
—
|
|
|
70,546
|
|
|
—
|
|
|||||
Loans held for investment
|
5,071,314
|
|
|
5,099,960
|
|
|
—
|
|
|
—
|
|
|
5,099,960
|
|
|||||
Loans held for sale – multifamily and other
|
25,139
|
|
|
25,139
|
|
|
—
|
|
|
25,139
|
|
|
—
|
|
|||||
Mortgage servicing rights – multifamily
|
28,328
|
|
|
31,168
|
|
|
—
|
|
|
—
|
|
|
31,168
|
|
|||||
Federal Home Loan Bank stock
|
45,497
|
|
|
45,497
|
|
|
—
|
|
|
45,497
|
|
|
—
|
|
|||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Time deposits
|
$
|
1,579,806
|
|
|
$
|
1,575,139
|
|
|
$
|
—
|
|
|
$
|
1,575,139
|
|
|
$
|
—
|
|
Federal Home Loan Bank advances
|
932,590
|
|
|
935,021
|
|
|
—
|
|
|
935,021
|
|
|
—
|
|
|||||
Federal funds purchased and securities sold under agreements to repurchase
|
19,000
|
|
|
19,021
|
|
|
19,021
|
|
|
—
|
|
|
—
|
|
|||||
Long-term debt
|
125,462
|
|
|
112,475
|
|
|
—
|
|
|
112,475
|
|
|
—
|
|
|
|
Years Ended December 31,
|
||||||||||
(in thousands, except share and per share data)
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
|
||||||
EPS numerator:
|
|
|
|
|
|
|
||||||
Income from continuing operations
|
|
$
|
40,720
|
|
|
$
|
26,223
|
|
|
$
|
42,668
|
|
Undistributed stock dividends share repurchase
|
|
(505
|
)
|
|
—
|
|
|
—
|
|
|||
Allocated undistributed earnings in share repurchase
|
|
(145
|
)
|
|
—
|
|
|
—
|
|
|||
Income from continuing operations available to common shareholders
|
|
40,070
|
|
|
26,223
|
|
|
42,668
|
|
|||
(Loss) income from discontinued operations
|
|
(23,208
|
)
|
|
13,804
|
|
|
26,278
|
|
|||
Net income available to common shareholders
|
|
$
|
16,862
|
|
|
$
|
40,027
|
|
|
$
|
68,946
|
|
EPS denominator:
|
|
|
|
|
|
|
||||||
Weighted average shares:
|
|
|
|
|
|
|
||||||
Basic weighted-average number of common shares outstanding
|
|
25,573,488
|
|
|
26,970,916
|
|
|
26,864,657
|
|
|||
Dilutive effect of outstanding common stock equivalents (1)
|
|
197,295
|
|
|
197,219
|
|
|
227,362
|
|
|||
Diluted weighted-average number of common stock outstanding
|
|
25,770,783
|
|
|
27,168,135
|
|
|
27,092,019
|
|
|||
Basic earnings per share:
|
|
|
|
|
|
|
||||||
Income from continuing operations
|
|
$
|
1.57
|
|
|
$
|
0.97
|
|
|
$
|
1.59
|
|
(Loss) income from discontinued operations
|
|
(0.91
|
)
|
|
0.51
|
|
|
0.98
|
|
|||
Basic earnings per share
|
|
$
|
0.66
|
|
|
$
|
1.48
|
|
|
$
|
2.57
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
||||||
Income from continuing operations
|
|
$
|
1.55
|
|
|
$
|
0.97
|
|
|
$
|
1.57
|
|
(Loss) income from discontinued operations
|
|
(0.90
|
)
|
|
0.51
|
|
|
0.97
|
|
|||
Diluted earnings per share
|
|
$
|
0.65
|
|
|
$
|
1.47
|
|
|
$
|
2.54
|
|
(1)
|
Excluded from the computation of diluted earnings per share (due to their antidilutive effect) for the years ended December 31, 2019, 2018 and 2017 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 263, zero and 3,224 at December 31, 2019, 2018 and 2017, respectively.
|
|
|
Year Ended December 31,
|
||
(in thousands)
|
|
2019
|
||
|
|
|
||
Operating lease cost
|
|
$
|
14,538
|
|
Short-term leases
|
|
28
|
|
|
Finance lease cost:
|
|
|
||
Amortization of right-of-use assets
|
|
2,030
|
|
|
Interest on lease liabilities
|
|
340
|
|
|
Variable lease costs
|
|
6,627
|
|
|
Sublease income
|
|
(4,378
|
)
|
|
Total lease costs
|
|
$
|
19,185
|
|
|
|
Year Ended December 31,
|
||
(in thousands)
|
|
2019
|
||
|
|
|
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
||
Operating cash flows from operating leases
|
|
$
|
17,054
|
|
Operating cash flows from finance leases
|
|
340
|
|
|
Financing cash flows from finance leases
|
|
1,694
|
|
|
|
Operating Leases
|
|
Finance Leases
|
||||
Year ended December 31,
|
|
|
|
|
||||
2020
|
|
$
|
15,149
|
|
|
$
|
1,519
|
|
2021
|
|
13,912
|
|
|
1,297
|
|
||
2022
|
|
12,399
|
|
|
590
|
|
||
2023
|
|
10,637
|
|
|
473
|
|
||
2024
|
|
10,205
|
|
|
400
|
|
||
2025 and thereafter
|
|
65,616
|
|
|
7,238
|
|
||
Total lease payments
|
|
127,918
|
|
|
11,517
|
|
||
Less imputed interest
|
|
23,339
|
|
|
3,004
|
|
||
Total
|
|
$
|
104,579
|
|
|
$
|
8,513
|
|
(in thousands)
|
At December 31, 2018
|
||
|
|
||
2019
|
$
|
22,770
|
|
2020
|
20,671
|
|
|
2021
|
18,825
|
|
|
2022
|
16,418
|
|
|
2023
|
13,274
|
|
|
2024 and thereafter
|
40,717
|
|
|
Total minimum payments
|
$
|
132,675
|
|
|
Years Ended December 31,
|
||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
||||||
Beginning balance
|
$
|
(15,439
|
)
|
|
$
|
(7,122
|
)
|
|
$
|
(10,412
|
)
|
Cumulative effect of adoption of new accounting standards(1)
|
(2,080
|
)
|
|
—
|
|
|
—
|
|
|||
Other comprehensive income (loss) before reclassifications
|
21,834
|
|
|
(8,132
|
)
|
|
3,607
|
|
|||
Amounts reclassified from accumulated other comprehensive income (loss)
|
6
|
|
|
(185
|
)
|
|
(317
|
)
|
|||
Net current-period other comprehensive income (loss)
|
21,840
|
|
|
(8,317
|
)
|
|
3,290
|
|
|||
Ending balance
|
$
|
4,321
|
|
|
$
|
(15,439
|
)
|
|
$
|
(7,122
|
)
|
Affected Line Item in the Consolidated Statements of Operations
|
|
Amount Reclassified from Accumulated
Other Comprehensive Income (Loss)
|
||||||||||
|
|
Years Ended December 31,
|
||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
|
||||||
(Loss) gain on sale of investment securities available for sale
|
|
$
|
(8
|
)
|
|
$
|
234
|
|
|
$
|
489
|
|
Income tax (benefit) expense
|
|
(2
|
)
|
|
49
|
|
|
172
|
|
|||
Total, net of tax
|
|
$
|
(6
|
)
|
|
$
|
185
|
|
|
$
|
317
|
|
Condensed Statements of Financial Condition
|
At December 31,
|
||||||
(in thousands)
|
2019
|
|
2018
|
||||
|
|
|
|
||||
Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
16,638
|
|
|
$
|
12,399
|
|
Other assets
|
4,370
|
|
|
5,375
|
|
||
Investment in stock of subsidiaries
|
785,821
|
|
|
848,333
|
|
||
Total assets
|
$
|
806,829
|
|
|
$
|
866,107
|
|
Liabilities:
|
|
|
|
||||
Other liabilities
|
$
|
1,456
|
|
|
$
|
1,125
|
|
Long-term debt
|
125,650
|
|
|
125,462
|
|
||
Total liabilities
|
127,106
|
|
|
126,587
|
|
||
Shareholders' Equity:
|
|
|
|
||||
Preferred stock, no par value
|
—
|
|
|
—
|
|
||
Common stock, no par value
|
511
|
|
|
511
|
|
||
Additional paid-in capital
|
300,218
|
|
|
342,439
|
|
||
Retained earnings
|
374,673
|
|
|
412,009
|
|
||
Accumulated other comprehensive income (loss)
|
4,321
|
|
|
(15,439
|
)
|
||
Total stockholder's equity
|
679,723
|
|
|
739,520
|
|
||
Total liabilities and stockholder's equity
|
$
|
806,829
|
|
|
$
|
866,107
|
|
Condensed Statements of Operations
|
Years Ended December 31,
|
||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
||||||
Net interest expense
|
$
|
(4,821
|
)
|
|
$
|
(4,856
|
)
|
|
$
|
(4,625
|
)
|
Noninterest income
|
2,293
|
|
|
2,193
|
|
|
1,904
|
|
|||
(Loss) income before income tax benefit and equity in income of subsidiaries
|
(2,528
|
)
|
|
(2,663
|
)
|
|
(2,721
|
)
|
|||
Dividend from subsidiaries to parent
|
110,000
|
|
|
9,523
|
|
|
4,000
|
|
|||
|
107,472
|
|
|
6,860
|
|
|
1,279
|
|
|||
Noninterest expense
|
(8,437
|
)
|
|
(10,368
|
)
|
|
(6,681
|
)
|
|||
Income (loss) before income tax benefit
|
99,035
|
|
|
(3,508
|
)
|
|
(5,402
|
)
|
|||
Income tax expense (benefit)
|
2,623
|
|
|
(385
|
)
|
|
3,381
|
|
|||
(Loss) income from subsidiaries
|
(84,146
|
)
|
|
43,920
|
|
|
70,967
|
|
|||
Net income
|
$
|
17,512
|
|
|
$
|
40,027
|
|
|
$
|
68,946
|
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss)
|
21,840
|
|
|
(8,317
|
)
|
|
3,290
|
|
|||
Comprehensive income
|
$
|
39,352
|
|
|
$
|
31,710
|
|
|
$
|
72,236
|
|
Condensed Statements of Cash Flows
|
Years Ended December 31,
|
||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
||||||
Net cash provided by (used in) operating activities
|
$
|
101,628
|
|
|
$
|
(3,198
|
)
|
|
$
|
(3,395
|
)
|
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Net purchases of and proceeds from investment securities
|
1,049
|
|
|
1,541
|
|
|
2,546
|
|
|||
Net payments for investments in and advances to subsidiaries
|
—
|
|
|
(113
|
)
|
|
2,685
|
|
|||
Net cash provided by investing activities
|
1,049
|
|
|
1,428
|
|
|
5,231
|
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from issuance of common stock
|
105
|
|
|
68
|
|
|
11
|
|
|||
Payment to repurchase common stock
|
(98,543
|
)
|
|
|
|
|
|||||
Other, net
|
—
|
|
|
—
|
|
|
(6
|
)
|
|||
Net cash (used in) provided by financing activities
|
(98,438
|
)
|
|
68
|
|
|
5
|
|
|||
Increase (decrease) in cash and cash equivalents
|
4,239
|
|
|
(1,702
|
)
|
|
1,841
|
|
|||
Cash and cash equivalents at beginning of year
|
12,399
|
|
|
14,101
|
|
|
12,260
|
|
|||
Cash and cash equivalents at end of year
|
$
|
16,638
|
|
|
$
|
12,399
|
|
|
$
|
14,101
|
|
|
Quarter Ended
|
||||||||||||||||||||||||||||||
(in thousands, except share data)
|
Dec. 31, 2019
|
|
Sept. 30, 2019
|
|
June 30, 2019
|
|
Mar. 31, 2019
|
|
Dec. 31, 2018
|
|
Sept. 30, 2018
|
|
June 30, 2018
|
|
Mar. 31, 2018
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest income
|
$
|
66,767
|
|
|
$
|
70,077
|
|
|
$
|
72,079
|
|
|
$
|
68,683
|
|
|
$
|
68,253
|
|
|
$
|
64,280
|
|
|
$
|
61,818
|
|
|
$
|
57,111
|
|
Interest expense
|
21,255
|
|
|
22,943
|
|
|
22,892
|
|
|
21,126
|
|
|
19,343
|
|
|
16,420
|
|
|
14,073
|
|
|
11,663
|
|
||||||||
Net interest income
|
45,512
|
|
|
47,134
|
|
|
49,187
|
|
|
47,557
|
|
|
48,910
|
|
|
47,860
|
|
|
47,745
|
|
|
45,448
|
|
||||||||
(Reversal) provision for credit losses
|
(2,000
|
)
|
|
—
|
|
|
—
|
|
|
1,500
|
|
|
500
|
|
|
750
|
|
|
1,000
|
|
|
750
|
|
||||||||
Net interest income after provision for credit losses
|
47,512
|
|
|
47,134
|
|
|
49,187
|
|
|
46,057
|
|
|
48,410
|
|
|
47,110
|
|
|
46,745
|
|
|
44,698
|
|
||||||||
Noninterest income
|
21,931
|
|
|
24,580
|
|
|
19,829
|
|
|
8,092
|
|
|
10,382
|
|
|
10,650
|
|
|
8,405
|
|
|
7,096
|
|
||||||||
Noninterest expense
|
53,215
|
|
|
55,721
|
|
|
58,832
|
|
|
47,846
|
|
|
47,892
|
|
|
47,914
|
|
|
49,964
|
|
|
49,471
|
|
||||||||
Net income from continuing operations before income tax expense (benefit)
|
16,228
|
|
|
15,993
|
|
|
10,184
|
|
|
6,303
|
|
|
10,900
|
|
|
9,846
|
|
|
5,186
|
|
|
2,323
|
|
||||||||
Income tax expense (benefit) from continuing operations
|
3,123
|
|
|
2,328
|
|
|
1,292
|
|
|
1,245
|
|
|
(1,309
|
)
|
|
1,757
|
|
|
1,015
|
|
|
569
|
|
||||||||
Income from continuing operations
|
$
|
13,105
|
|
|
$
|
13,665
|
|
|
$
|
8,892
|
|
|
$
|
5,058
|
|
|
$
|
12,209
|
|
|
$
|
8,089
|
|
|
$
|
4,171
|
|
|
$
|
1,754
|
|
(Loss) income from discontinued operations before income taxes
|
$
|
(3,357
|
)
|
|
$
|
190
|
|
|
$
|
(16,678
|
)
|
|
$
|
(8,440
|
)
|
|
$
|
3,959
|
|
|
$
|
4,561
|
|
|
$
|
3,641
|
|
|
$
|
5,449
|
|
Income tax (benefit) expense from discontinued operations
|
(1,240
|
)
|
|
28
|
|
|
(2,198
|
)
|
|
(1,667
|
)
|
|
941
|
|
|
$
|
815
|
|
|
$
|
713
|
|
|
$
|
1,337
|
|
|||||
(Loss) income from discontinued operations
|
$
|
(2,117
|
)
|
|
$
|
162
|
|
|
$
|
(14,480
|
)
|
|
$
|
(6,773
|
)
|
|
$
|
3,018
|
|
|
$
|
3,746
|
|
|
$
|
2,928
|
|
|
$
|
4,112
|
|
NET INCOME (LOSS)
|
$
|
10,988
|
|
|
$
|
13,827
|
|
|
$
|
(5,588
|
)
|
|
$
|
(1,715
|
)
|
|
$
|
15,227
|
|
|
$
|
11,835
|
|
|
$
|
7,099
|
|
|
$
|
5,866
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Income from continuing operations
|
0.54
|
|
|
0.55
|
|
|
0.32
|
|
|
0.19
|
|
|
0.45
|
|
|
0.30
|
|
|
0.15
|
|
|
0.07
|
|
||||||||
(Loss) income from discontinued operations
|
$
|
(0.09
|
)
|
|
$
|
0.01
|
|
|
$
|
(0.54
|
)
|
|
$
|
(0.25
|
)
|
|
$
|
0.11
|
|
|
$
|
0.14
|
|
|
$
|
0.11
|
|
|
$
|
0.15
|
|
Basic earnings per share
|
$
|
0.45
|
|
|
$
|
0.55
|
|
|
$
|
(0.22
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
0.56
|
|
|
$
|
0.44
|
|
|
$
|
0.26
|
|
|
$
|
0.22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Diluted earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Income from continuing operations
|
$
|
0.54
|
|
|
$
|
0.54
|
|
|
$
|
0.32
|
|
|
$
|
0.19
|
|
|
$
|
0.45
|
|
|
$
|
0.30
|
|
|
$
|
0.15
|
|
|
$
|
0.06
|
|
(Loss) income from discontinued operations
|
$
|
(0.09
|
)
|
|
$
|
0.01
|
|
|
$
|
(0.54
|
)
|
|
$
|
(0.25
|
)
|
|
$
|
0.11
|
|
|
$
|
0.14
|
|
|
$
|
0.11
|
|
|
$
|
0.15
|
|
Diluted earnings per share
|
$
|
0.45
|
|
|
$
|
0.55
|
|
|
$
|
(0.22
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
0.56
|
|
|
$
|
0.44
|
|
|
$
|
0.26
|
|
|
$
|
0.22
|
|
•
|
Simplifying the organizational structure by reducing management levels and management redundancy
|
•
|
Consolidating similar functions currently residing in multiple organizations
|
•
|
Renegotiating, where possible, our technology contracts
|
•
|
Identifying and eliminating redundant or unnecessary systems and services
|
•
|
Rationalizing staffing appropriate to recognize the significant changes in work volumes and company direction
|
•
|
Eliminate excess occupancy costs consistent with reduced personnel
|
(in thousands)
|
|
Facility-related costs
|
|
Personnel-related costs
|
|
Other restructuring costs
|
|
Total
|
||||||||
Balance, December 31, 2016
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restructuring charges
|
|
3,072
|
|
|
648
|
|
|
—
|
|
|
3,720
|
|
||||
Costs paid or otherwise settled
|
|
(1,686
|
)
|
|
(648
|
)
|
|
—
|
|
|
(2,334
|
)
|
||||
Balance, December 31, 2017
|
|
1,386
|
|
|
—
|
|
|
—
|
|
|
1,386
|
|
||||
Restructuring charges
|
|
5,762
|
|
|
456
|
|
|
—
|
|
|
6,218
|
|
||||
Costs paid or otherwise settled
|
|
(5,544
|
)
|
|
(456
|
)
|
|
—
|
|
|
(6,000
|
)
|
||||
Balance, December 31, 2018
|
|
1,604
|
|
|
—
|
|
|
—
|
|
|
1,604
|
|
||||
Restructuring charges
|
|
1,373
|
|
|
1,836
|
|
|
1,302
|
|
|
4,511
|
|
||||
Costs paid or otherwise settled
|
|
(1,742
|
)
|
|
(1,326
|
)
|
|
(1,143
|
)
|
|
(4,211
|
)
|
||||
Balance, December 31, 2019
|
|
$
|
1,235
|
|
|
$
|
510
|
|
|
$
|
159
|
|
|
$
|
1,904
|
|
ITEM 9
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A
|
CONTROLS AND PROCEDURES
|
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
|
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
|
582,754
|
|
(1)
|
$
|
12.49
|
|
(2)
|
938,581
|
|
(3)
|
Plans not approved by shareholders (4)
|
—
|
|
(4)
|
—
|
|
|
N/A
|
|
|
|
Total
|
582,754
|
|
|
$
|
12.49
|
|
(2)
|
938,581
|
|
|
(1)
|
Consists of 233,001 shares subject to option grants awarded pursuant to the HomeStreet, Inc. 2010 Equity Incentive Plan (the "2010 Plan"), 121,991 shares subject to Restricted Stock Units awarded under the 2014 Plan and 227,762 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. 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.
|
(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 Company previously issued option awards as retention grants in 2010 that were outside of the 2010 Plan but subject to the terms of that plan. All remaining retention grants were exercised during 2019 and as of December 31, 2019, there were no awards outstanding that were granted outside of shareholder approved plans.
|
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
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Description
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3.1 (1)
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3.2 (1)
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4.1 (2)
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4.2 (3) ††
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4.3
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10.1 * (4)
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10.2 * (5)
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10.3 * (5)
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10.4 * (6)
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10.5 * (7)
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10.6 * (7)
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10.7 * (4)
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10.8 * (4)
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10.9 * (4)
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10.10 * (8)
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10.11 * (8)
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10.12 * (9)
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10.13 * (8)
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10.14 (4)
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10.15 (4)
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10.16 (4)
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10.17 (10) †
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10.18 (11)
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10.19 (7)
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10.20 (10)
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10.21 (4)
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10.22 (12) †
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10.23 (4)
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10.24 (4)
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10.27 (13)*
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10.28 (12)
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10.30 (15)
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10.31(16)
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10.32(14)†
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10.33(17)
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21
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23.1
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24.1
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31.1
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31.2
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32 (18)
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101
|
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The following financial information included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, formatted in Inline XBRL (eXtensible Business Reporting Language) and contained in Exhibit 101: (i) the Consolidated Statements of Financial Condition as of December 31, 2019 and December 31, 2018; (ii) the Consolidated Statements of Operations for the three years ended December 31, 2019, (iii) the Consolidated Statements of Comprehensive Income for the three years ended December 31, 2019; (iv) the Consolidated Statements of Shareholders’ Equity for the three years ended December 31, 2019, (v) the Consolidated Statements of Cash Flows for the three years ended December 31, 2019, and (vi) the Notes to Consolidated Financial Statements.
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104
|
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The cover page from the Company's Annual Report on Form 10-K for the year ended December 31, 2019, formatted in Inline XBRL and contained in Exhibit 101.
|
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(1)
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Filed as an exhibit to HomeStreet, Inc.’s Current Report on Form 8-K (SEC File No. 001-35424) filed on July 31, 2019, and incorporated herein by reference.
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(2)
|
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.
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(3)
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Filed as an exhibit to HomeStreet, Inc.’s Current Report on Form 8-K (SEC File No. 001-35424) filed on May 20, 2016, and incorporated herein by reference.
|
(4)
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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.
|
(5)
|
Amended in the fourth quarter of 2018 to make administrative revisions that were not material and did not require shareholder approval. An updated version was filed as an exhibit to HomeStreet’s Annual Report on Form 10-K (SEC File No. 001-35424) filed on March 6, 2019, and incorporated herein by reference.
|
(6)
|
Amended in the second quarter of 2019 to make administrative revisions that were not material and did not require shareholder approval. Updated revisions are filed herewith.
|
(7)
|
Filed as an exhibit to HomeStreet, Inc.’s Annual Report on Form 10-K (SEC File No. 001-35424) filed on March 11, 2016, and incorporated herein by reference.
|
(8)
|
Filed as an exhibit to HomeStreet, Inc.’s Annual Report on Form 10-K (SEC File No. 001-35424) filed on March 6, 2018 and incorporated herein by reference
|
(9)
|
Filed as an exhibit to HomeStreet, Inc.’s current Report on Form 8-K (SEC File No. 001-35424) filed on September 12, 2017, and incorporated herein by reference.
|
(10)
|
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.
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(11)
|
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.
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(12)
|
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.
|
(13)
|
Filed as an exhibit to HomeStreet’s Annual Report on Form 10-K (SEC File No. 001-35424) filed on March 6, 2019, and incorporated herein by reference.
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(14)
|
Filed as an exhibit to HomeStreet Inc.’s Quarterly Report on Form 10-Q (SEC File No. 001-35424) filed on August 3, 2018, and incorporated herein by reference.
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(15)
|
Filed as an exhibit to HomeStreet Inc.’s Current Report on Form 8-K (SEC File No. 001-35424) filed on April 4, 2019, and incorporated herein by reference.
|
(16)
|
Filed as an exhibit to HomeStreet Inc.’s Current Report on Form 8-K (SEC File No. 001-35424) filed on April 12, 2019, and incorporated herein by reference.
|
(17)
|
Filed as an exhibit to HomeStreet Inc.’s Current Report on Form 8-K (SEC File No. 001-35424) filed on July 11, 2019, and incorporated herein by reference
|
(18)
|
This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that Section. Such exhibit shall not be deemed incorporated into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.
|
†
|
Certain portions of this exhibit constitute confidential information and have been redacted in accordance with Regulation S-K, Item 601(b)(10).
|
††
|
Instruments with respect to any other 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.
|
*
|
Management contract or compensation plan or arrangement.
|
|
HomeStreet, Inc.
|
|
|
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|
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By:
|
/s/ Mark K. Mason
|
|
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Mark K. Mason
|
|
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President and Chief Executive Officer
|
|
HomeStreet, Inc.
|
|
|
|
|
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By:
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/s/ Mark R. Ruh
|
|
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Mark R. Ruh
|
|
|
Executive Vice President,
Chief Financial Officer and Principal Accounting Officer |
|
|
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Signature
|
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Title
|
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Date
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|
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|
|
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/s/ Mark K. Mason
|
|
Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)
|
|
March 6, 2020
|
Mark K. Mason, Chairman
|
|
|
|
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|
|
|
|
|
/s/ David A. Ederer
|
|
Chairman Emeritus of the Board
|
|
March 6, 2020
|
David A. Ederer, Chairman Emeritus
|
|
|
|
|
|
|
|
|
|
/s/ Mark R. Ruh
|
|
Executive Vice President, Chief Financial Officer and Principal Accounting Officer (Principal Financial and Accounting Officer)
|
|
March 6, 2020
|
Mark R. Ruh
|
|
|
|
|
|
|
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|
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/s/ Donald R. Voss
|
|
Lead Independent Director
|
|
March 6, 2020
|
Donald R. Voss
|
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|
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/s/ Scott M. Boggs
|
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Director
|
|
March 6, 2020
|
Scott M. Boggs
|
|
|
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|
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/s/ Sandra A. Cavanaugh
|
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Director
|
|
March 6, 2020
|
Sandra A. Cavanaugh
|
|
|
|
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|
|
|
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/s/ Mark R. Patterson
|
|
Director
|
|
March 6, 2020
|
Mark R. Patterson
|
|
|
|
|
|
|
|
|
|
/s/ James R. Mitchell Jr.
|
|
Director
|
|
March 6, 2020
|
James R. Mitchell Jr.
|
|
|
|
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|
|
|
|
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/s/ Thomas E. King
|
|
Director
|
|
March 6, 2020
|
Thomas E. King
|
|
|
|
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/s/ George W. Kirk
|
|
Director
|
|
March 6, 2020
|
George W. Kirk
|
|
|
|
|
|
|
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|
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/s/ Nancy D. Pellegrino
|
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Director
|
|
March 6, 2020
|
Nancy D. Pellegrino
|
|
|
|
|
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|
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/s/ Douglas I. Smith
|
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Director
|
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March 6, 2020
|
Douglas I. Smith
|
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[EXECUTIVE NAME]
|
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By: _____________________
Date: ____________________
|
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Threshold
|
Target
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Maximum
|
Relative TSR Performance*
|
25th percentile
|
50th %
percentile
|
≥75th %
percentile
|
Payout as % of Target
|
50%
|
100%
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150%
|
Number of PSUs Earned
|
_________
|
_________
|
_________
|
|
||
|
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Original Lease - March 5 1992
|
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Supplemental Lease Agreement - August 25, 1992
|
1
|
|
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|
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Second Amendment to Lease - May 6, 1998
|
2
|
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|
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Third Amendment to Lease - June 17, 1998
|
3
|
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|
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Fourth Amendment to Lease - February 15, 2000
|
4
|
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Fifth Amendment to Lease - July 31, 2001
|
5
|
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Sixth Amendment to Lease - March 5, 2002
|
6
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Seventh Amendment to Lease - May 19, 2004
|
7
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Eighth Amendment to Lease - August 31, 2004
|
8
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Ninth Amendment to Lease - April 19, 2006
|
9
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Tenth Amendment to Lease - August 16, 2006
|
10
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Eleventh Amendment to Lease - January 21, 2007
|
11
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Twelfth Amendment to Lease - November 7, 2007
|
12
|
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13
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14
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15
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|
|||
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Lease
Section
|
Topic
|
Page
|
|
1
|
Basic Lease Information
|
1
|
|
1.1
|
Leased Premises
|
1
|
|
1.2
|
Floor Areas
|
2
|
|
1.3
|
Term
|
2
|
|
1.4
|
Rent
|
3
|
|
1.5
|
Base Indices
|
4
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1.6
|
Use
|
4
|
|
1.7
|
Lessee’s Address for Notices
|
4
|
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1 8
|
Lessor’s Address for Notices
|
4
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1.9
|
Exhibits and Other Attachments
|
4
|
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1.10
|
Lessor
|
5
|
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2
|
Rent Payment
|
5
|
|
3
|
Annual Rent Adjustment (Operating Expenses)
|
6
|
|
4
|
Real Property Description and Taxes
|
7
|
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5
|
Possession
|
9
|
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6
|
Acceptance and Care of Premises
|
10
|
|
7
|
Alterations
|
11
|
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8
|
Inspection and Repairs
|
11
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9
|
Services by Lessor
|
12
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10
|
Fire or Other Casualty
|
15
|
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11
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Waiver of Subrogation
|
16
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12
|
Uses
|
16
|
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13
|
Signage arid Plaza Identification
|
17
|
|
14
|
Accidents and Indemnity
|
18
|
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15
|
Liens and Insolvency
|
20
|
|
16
|
Default by Lessee and Re-Entry
|
20
|
|
17
|
Removal of Property and Replacement of Non-Standard Items
|
20
|
|
18
|
Non-Waiver
|
21
|
|
19
|
Costs and Attorney’s Fees
|
21
|
|
20
|
Priority
|
21
|
|
21
|
Condemnation
|
22
|
|
22
|
Assignment and Subletting
|
23
|
|
23
|
Rules, Regulations and Miscellaneous
|
24
|
|
24
|
Successors
|
27
|
|
25
|
Shared Tenant Services
|
27
|
|
26
|
Tenant improvement
|
27
|
|
27
|
Expansion Options
|
28
|
|
28
|
Right of First Offer/Right of First Refusal
|
29
|
|
29
|
Extension Term and Rent
|
32
|
|
|
||||
|
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|
|
Lease
Section
|
|
Topic
|
|
Page
|
30
|
|
Parking
|
|
33
|
31
|
|
Storage Space
|
|
35
|
32
|
|
Satellite Dish
|
|
35
|
33
|
|
Additional Expenses
|
|
35
|
34
|
|
Default by Lessor
|
|
36
|
35
|
|
Regulatory Approval
|
|
36
|
36
|
|
Exclusivity
|
|
36
|
37
|
|
Branch Bank
|
|
37
|
38
|
|
Backup Power
|
|
37
|
|
|
|
||
Exh - A
|
|
Floor Prints of Leased Premises
|
|
9 Pgs.
|
Exh - B
|
|
Initial Improvement of Leased Premises
|
|
15 Pgs.
|
Exh - C
|
|
Janitorial Specifications
|
|
7 Pgs.
|
Exh D-1
|
|
Nondisturbance and Attornment Form
|
|
1 Pg.
|
Exh D-2
|
|
Subordination, Non-Disturbance and Attornment Agreement
|
|
7 Pgs.
|
Exh- E
|
|
Fireplace Lobby Plan
|
|
1 Pg.
|
|
|
||||
|
|
|
|
||
|
i)
|
All of the upper level of the branch bank location (approximately 2,540 USF in the TUS Building);
|
|
||
|
|||||
|
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|
|||
|
ii)
|
All of the former IBM employment center space in the OUS Building (approximately 2,068 USF) (If prior to April 3, 1992, Lessor determines that the adjacent Federal Express space will be available for lease to a party other than Federal Express, Lessor will so advise Lessee and Lessee may include the Federal Express
|
|||
|
|||||
|
|
||||
|
space and the IBM employment center space as part of the initial leased premises pursuant to this Section 1.1(c)(ii), provided the election is made no later than April 3, 1992.);
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|
||
|
|
|
|
iii)
|
All of the Security Pacific Branch Bank space in the OUS Building (approximately 1762 USF), if said space becomes available; and/or
|
|
||
|
|
|
|
iv)
|
All of the upper level of the plaza building at the corner of sixth and Union (approximately 2,000 USF - Dakota, 1,600 USF vacant) in the TUS Building or all of the vacant space or all of the Dakota space, if available and if required governmental approvals for Lessee’s intended use can be obtained. Lessor will use its reasonable best efforts to obtain such approvals.
|
|
||
|
|
|
|
Exhibit
|
A: Prints with leased premises outlined in black on standard floor plans.
|
|
|
|
|
|
(a)
|
$0.24750 for 1994 [(0.05)(4.95)],
|
|
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|
|
(b)
|
$0.50738 for 1995 [(1.05)(0.05)(4.95) plus 0.24750],
|
|
|
|
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|
||
(c)
|
$0.78025 for 1996 [(1.05)(1.05)(0.05)(4.95) plus 0.50738].
|
|
||
|
|
|||
(ci)
|
$1.06676 for 1997 [(1.05)(1.05)(1.05)(0.05)(4.95)plus $0.78025], etc.
|
|
|
(b)
|
The legal description of the OUS Land is:
|
|
||
|
|
|
|
|
|
A
|
|
B
|
Initial Retail Space Made Part of Leased Premises
Pursuant to Section 1.1(c)
|
|
Retail Space Subject to Lessee’s Section 28.3 Rights
|
All or part of Upper Level of Plaza Building
|
|
Remainder (if any) of the Upper Level of Plaza Building and Upper Level of Branch Bank
|
|
|
|
All or part of Upper Level of Plaza Building and Upper Level of Branch Bank
|
|
Remainder (if any) of the Upper Level of Plaza Building
|
|
|
|
Upper Level of Plaza Building and IBM Space
|
|
Federal Express Space
|
|
|
|
Upper Level of Plaza Building and Security Pacific Branch Space
|
|
One Stop Copy Space
|
|
||
|
|
|
|
|
|
A
|
|
B
|
Initial Retail Space Made Part of Leased Premises
Pursuant to Section 1.1(c)
|
|
Retail Space Subject to Lessee’s Section 28.3 Rights
|
Upper Level of Branch Bank
|
|
(a) IBM, Federal Express and One Stop Copy Spaces, or (b) Upper Level of Plaza Building. If any of the (a) spaces are added, the rights to the (b) space or any part of the (b) space shall terminate, and vice versa.
|
|
|
|
Upper Level of Branch Bank and IBM Space
|
|
Federal Express and One Stop Copy Spaces (if contiguous at time of availability)
|
|
|
|
Upper Level of Branch Bank and Security Pacific Branch Space
|
|
One Stop Copy and Federal Express Spaces (if contiguous at time of availability)
|
|
|
|
Upper Level of Branch Bank and IBM Space and Security Pacific Branch Space
|
|
None
|
|
|
|
IBM Space or Security Pacific Branch Space
|
|
Federal Express and One Stop Copy (if contiguous at time of availability) and Upper Level of Branch Bank
|
|
|
|
IBM Space and Security Pacific Branch Space
|
|
Upper Level of Branch Bank
|
|
|
|
|
|
|
STATE OF WASHINGTON
|
|
|
ss.
|
COUNTY OF KING
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
/s/ Sharon L. Overman
|
||||
Notary Public in and for the State of
|
||||
Washington, residing at
|
|
Seattle
|
||
My commission expires:
|
|
9/23/1992
|
|
|
|
|
|
|
STATE OF WASHINGTON
|
|
|
ss.
|
COUNTY OF KING
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
/s/ Sharon L. Overman
|
||||
Notary Public in and for the State of
|
||||
Washington, residing at
|
|
Seattle
|
||
My commission expires:
|
|
9/23/1995
|
|
||
|
|
|
|
|
|
Lessor:
|
|
One Union Square Venture
|
|
|
|
Lessee:
|
|
Continental, Inc.
|
|
|
|
A-1
|
|
Prints with the leased premises outlined in black will be attached and made part of the lease as provided in Section 1.1 of the lease.
|
|
|
|
A-2
|
|
Areas will be added to this Exhibit as provided in Sections 1.1 and 1.2 of the lease.
|
|
||
|
|
|
|
|
|
Lessor:
|
|
One Union Square Venture
|
|
|
|
Lessee:
|
|
Continental, Inc.
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Office Space
|
|
Retail Space
|
|
|
|
|
|||
(A)
|
|
Schematic Plans -
|
|
April 10, 1992
|
|
March 27, 1992
|
|
|
|
|
|||
(B)
|
|
Final Preliminary Plans -
|
|
May 15, 1992
|
|
April 24, 1992
|
|
|
|
|
|||
(C)
|
|
Final Contract Documents -
|
|
June 19, 1992
|
|
May 22, 1992
|
|
|
|
|
(a)
|
Provide Lessee’s Architect with information about the Building and background drawings for execution of the Tenant Work as reasonably requested by Lessee’s Architect.
|
|
|
|
|
|
|
(b)
|
Provide mechanical engineering and required engineering drawings for (1) sizing of feeder ducts and placement of diffusers and thermostats, (2) computer rooms or areas which are supplied HVAC service only off the basic HVAC system for the Building, and (3) specifications for sinks and related plumbing such as service to coffee machines, sinks, dishwashers and hot water tanks.
|
|
|
|
|
|
|
(c)
|
Provide electrical engineering and required engineering drawings for building standard items and typical desk top office equipment and copiers.
|
|
|
|
|
||
(d)
|
Review all plans and specifications required under Section 4.2 and assist Lessee’s Architect regarding compliance with the requirements of Building systems and codes related to Tenant Work. Notwithstanding such review and assistance, Lessee’s Architect is responsible for compliance with such requirements and codes.
|
||
|
|
|
|
(e)
|
Provide coordination with the Lessor, Lessee and/or Lessee’s Architect and Lessor’s contractor, as applicable, throughout the design, pricing and construction of the Tenant Work, transmit shop drawings and submittals pertaining to special items to Lessee’s Architect as requested, and provide contract administration as provided in Section 4.3, such administration to be coordinated with Lessee’s Architect.
|
|
|
|
(f)
|
Obtain the blanket building permit for tenant improvement construction in the office portions of the Building and transmit the Final Contract Documents to the Department of Construction and Land Use (“DCLU”) for review and approval. Lessee’s Architect shall be responsible for all changes required as a result of such review by DCLU, with the exception of changes to the work provided pursuant to Sections 4.4(b) and (c) which shall be Lessor’s Architect’s responsibility and which shall be done within the $0.25 per usable square foot charge described below. All other permits, including without limitation electrical, mechanical, plumbing, energy code and structural permits shall be obtained by subcontractors or Lessee’s Architect (with assistance from Lessor’s Architect as reasonably requested).
|
|
||
|
|
|
|
A.
|
Turn off all lights except those required to be left on.
|
|
||
|
|
|
|
B.
|
Vacuum carpeted areas and entrance mats. (Traffic patterns and around desks as needed.)
|
|
||
|
|
|
|
C.
|
Dust mop all resilient floors with treated dust mops.
|
|
||
|
|
|
|
D.
|
Dust desks, chairs, window ledges, credenzas, cabinets, handrails, countertops, banisters and horizontal surfaces with treated dust rags.
|
|
||
|
|
|
|
E.
|
Papers and folders on desks are not to be moved.
|
|
||
|
|
|
|
F.
|
Empty waste baskets, insert liners as required, remove and deposit trash in containers.
|
|
||
|
|
|
|
G.
|
Return chairs and waste baskets to proper positions.
|
|
||
|
|
|
|
H.
|
Police all interior stairwells. (if carpet vacuum)
|
|
||
|
|
|
|
I.
|
Police all interior public corridor planters.
|
|
||
|
|
|
|
J.
|
Dust and remove debris from all entrances and all metal door thresholds.
|
|
||
|
|
|
|
K.
|
Wipe clean all smudged brightwork.
|
|
||
|
|
|
|
L.
|
Spot clean all carpets, resilient and composition floors as reasonably required.
|
|
||
|
|
|
|
M.
|
Vacuum and clean all walk-off mats as required.
|
|
||
|
|
|
|
N.
|
Close all drapes and venetian blinds at exterior windows. If requested.
|
|
||
|
|
|
|
O.
|
Check for burned out lights and report to supervisor - supervisor to leave a list with the Building Management Office.
|
|
||
|
|
|
|
P.
|
Activate all alarm systems as instructed by tenant.
|
|
||
|
|
|
|
Q.
|
Provide janitorial services which are required with respect to any recycle program(s) made available by Lessor to tenants of the Building.
|
|
||
|
|
|
|
A.
|
Perform all “low dusting” not done daily; coatracks and shelves, desks, credenzas, counters, cabinets, all ledges and flat surfaces within reach, furniture ledges; window sills, door louvers, wood paneling and moulding.
|
|
||
|
|
|
|
B.
|
Dust inside of all door jambs.
|
|
||
|
|
|
|
C.
|
Clean and polish chrome and bright metal, entrance doors, kick and push plates, and all metal thresholds.
|
|
||
|
|
|
|
D.
|
Dust all vinyl base.
|
|
||
|
|
|
|
E.
|
Completely vacuum and edge all carpeted areas.
|
|
||
|
|
|
|
F.
|
Vacuum under and around all desks and office furniture. (Does not include moving plastic or similar carpet protectors.)
|
|
||
|
|
|
|
G.
|
Remove fingerprints, smudges, etc. from all doors, frames, glass partitions, windows, light switches, walls, elevator door jambs and elevator interiors.
|
|
||
|
|
|
|
H.
|
Clean, sanitize and polish all drinking fountains.
|
|
||
|
|
|
|
I.
|
Clean all phones.
|
|
||
|
|
|
|
A.
|
Dust all high reach areas including tops of door frames, furniture ledges, air conditioning diffusers, tops of partitions, picture frames, etc.
|
|
||
|
|
|
|
B.
|
Scrub and re-wax all hard surface floors as required.
|
|
||
|
|
|
|
C.
|
Inspect leased premises to determine that janitorial services are being provided as required.
|
|
||
|
|
|
|
A.
|
Dust exterior venetian blinds.
|
|
||
|
|
|
|
B.
|
Dust light fixtures using damp cloth.
|
|
||
|
|
|
|
C.
|
Strip all hardsurfaced floors, refinish and machine polish to uniform appearance.
|
|
||
|
|
|
|
A.
|
Wash and dry all trash receptacles as required.
|
|
||
|
|
|
|
B.
|
Wash and dry all air diffusers and grills.
|
|
||
|
|
|
|
A.
|
Refill all paper and soap dispensers; clean out all plugged soap dispensers.
|
|
||
|
|
|
|
B.
|
Clean mirrors, bright metal and all other restroom fixtures.
|
|
||
|
|
|
|
C.
|
Wash and sanitize all toilets, both sides of toilet seats, urinals, sinks, and partitions.
|
|
||
|
|
|
|
D.
|
Remove stains, descale toilets, urinals, and sinks.
|
|
||
|
|
|
|
E.
|
Wet mop floors with disinfecting cleaner.
|
|
||
|
|
|
|
F.
|
Empty all waste receptacles.
|
|
||
|
|
|
|
G.
|
Remove all restroom trash from Building.
|
|
||
|
|
|
|
H.
|
Spot clean fingerprints, marks from walls, partitions, glass, aluminum and light switches.
|
|
||
|
|
|
|
I.
|
Report all fixtures not working properly to Building Management Office.
|
|
||
|
|
|
|
A.
|
Dust all low reach and high reach areas, including mirror tops, partition tops and edges, and air conditioning vents.
|
|
||
|
|
|
|
A.
|
Wipe down all tile walls; scrub vinyl walls.
|
|
||
|
|
|
|
B.
|
Clean all ventilation grills.
|
|
||
|
|
|
|
C.
|
Dust all doors and door jambs.
|
|
||
|
|
|
|
D.
|
Scrub and wax tile floors.
|
|
||
|
|
|
|
A.
|
Machine scrub floors and re-seal as needed.
|
|
||
|
|
|
|
A.
|
Spot clean all swinging and revolving glass doors exclusive of tenant doors.
|
|
||
|
|
|
|
B.
|
Spot clean all glass including low partitions, mirrors and the corridor side of all windows.
|
|
||
|
|
|
|
C.
|
Spot clean all bright work, including but not limited to door hardware, kick plates, hand rails, fountains, trash receptacles, planters, elevator call buttons, hose cabinets and outlet cover plates.
|
|
||
|
|
|
|
D.
|
Spot clean all masonry wall surfaces.
|
|
||
|
|
|
|
E.
|
Spot clean and dust directory board glass and ledge.
|
|
||
|
|
|
|
F.
|
Empty and clean all waste baskets.
|
|
||
|
|
|
|
G.
|
Vacuum and edge all carpets and entry mats and minor spot cleaning as needed.
|
|
||
|
|
|
|
H.
|
Treat and polish elevator doors and call buttons as needed.
|
|
||
|
|
|
|
I.
|
Police Building stairs.
|
|
||
|
|
|
|
J.
|
Clean all cigarette urns.
|
|
||
|
|
|
|
A.
|
Spot clean, sweep, mop and buff all hardsurface floorings, if any.
|
|
||
|
|
|
|
B.
|
Sweep stairwells from parking levels and all service stairwells.
|
|
||
|
|
|
|
C.
|
Clean all swinging and revolving glass doors exclusive of tenant doors.
|
|
||
|
|
|
|
A.
|
Clean all chrome and architectural aluminum.
|
|
||
|
|
|
|
B.
|
Steam clean carpets in main entrance lobby.
|
|
||
|
|
|
|
C.
|
Wash all lobby glass.
|
|
||
|
|
|
|
A.
|
Steam clean carpets in all public areas.
|
|
||
|
|
|
|
A.
|
Clean and polish inside elevator doors, control panels, and floor indicator panels.
|
|
||
|
|
|
|
B.
|
Spot clean outside door surfaces and lobby call buttons.
|
|
||
|
|
|
|
C.
|
Spot clean carpet as needed.
|
|
||
|
|
|
|
D.
|
Vacuum and edge all cab floors thoroughly.
|
|
||
|
|
|
|
E.
|
Vacuum all elevator thresholds. Clean and polish.
|
|
||
|
|
|
|
F.
|
Polish all cab wall panels.
|
|
||
|
|
|
|
G.
|
Clean cab telephone cabinets.
|
|
||
|
|
|
|
A.
|
Thoroughly clean entire interior surface.
|
|
||
|
|
|
|
B.
|
Vacuum and edge carpeted rear walls of all cabs, if any.
|
|
||
|
|
|
|
C.
|
Dust ceiling.
|
|
||
|
|
|
|
D.
|
Clean and polish all elevator thresholds.
|
|
||
|
|
|
|
A.
|
Remove trash from all of the above areas.
|
|
||
|
|
|
|
B.
|
Maintain an orderly arrangement of janitorial supplies and paper products in the storage rooms and service sink closets.
|
|
||
|
|
|
|
C.
|
Maintain an orderly arrangement of all equipment stored in these areas such as mops, buckets, brooms, vacuum cleaners, scrubbers, etc.
|
|
||
|
|
|
|
D.
|
Sweep storeroom floors.
|
|
||
|
|
|
|
E.
|
Receive and store all janitor supplies in an orderly manner.
|
|
||
|
|
|
|
A.
|
Damp mop all composition floors in store rooms. Deodorize and disinfect as required.
|
|
||
|
|
|
|
A.
|
Police entire perimeter of building including Plaza, fountain, landscaped areas, storm drain grills, and ventilation grills to the property lines on all sides.
|
|
||
|
|
|
|
B.
|
Spot sweep accumulation soft dirt, papers and leaves in all corners where wind tends to cause a collection of this debris.
|
|
||
|
|
|
|
C.
|
Spot clean around entrance to the building.
|
|
||
|
|
|
|
D.
|
Spot clean all exterior glass at building entrances.
|
|
||
|
|
|
|
E.
|
Clean all hand rails around building exterior.
|
|
||
|
|
|
|
F.
|
Vacuum all entry walk-off mats.
|
|
||
|
|
|
|
G.
|
Empty all waste receptacles and remove trash to designated trash areas.
|
|
||
|
|
|
|
H.
|
Sweep sidewalk, steps and landscaped areas, walks and benches, and hose down building entrances as required.
|
|
||
|
|
|
|
I.
|
Machine scrub, pressure wash, or steam clean exterior sidewalk and plaza areas, as required (approximately four times per year).
|
|
||
|
|
|
|
A.
|
Place all miscellaneous trash and debris, except construction material in the trash receptacles, compactors or balers.
|
|
||
|
|
|
|
B.
|
Neatly stack all trash in designated areas.
|
|
||
|
|
|
|
C.
|
Sweep entire area.
|
|
||
|
|
|
|
D.
|
Hose down or mop entire trash area and disinfect and deodorize as required.
|
|
||
|
|
|
|
E.
|
Hose down loading dock and service entrance area as required.
|
|
||
|
|
|
|
A.
|
Clean all cigarette urns.
|
|
||
|
|
|
|
B.
|
Vacuum and spot clean all carpets.
|
|
||
|
|
|
|
C.
|
Spot clean walls and door jams as required.
|
|
||||
|
|
|
|
|
|
|
|
|
|
D/T (8-81)
|
|
|
|
Exhibit D-2
|
|
|
|
|
ONE UNION SQUARE
|
RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
|
|
|
|
|
|
|
|
|
NOTICE:
|
THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT RESULTS IN YOUR LEASEHOLD ESTATE IN THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENT.
|
|
|
|
|
NOTICE:
|
THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT CONTAINS PROVISIONS WHICH ALLOW THE PERSON OBLIGATED ON THE LEASE TO OBTAIN A LOAN, A PORTION OF WHICH MAY BE EXPENDED FOR OTHER PURPOSES THAN IMPROVEMENT OF THE PROPERTY.
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BENEFICIARY:
|
|
|
|
METROPOLITAN LIFE INSURANCE
|
|
|
||
|
|
|
|
COMPANY, a New York corporation
|
|
|
||
|
|
|
|
|||||
|
|
|
|
By
|
|
|
||
|
|
|
|
|||||
TENANT:
|
|
|
|
|
|
,
|
||
|
|
|
|
a
|
|
|
||
|
|
|
|
|||||
|
|
|
|
By
|
|
|
||
|
|
|
|
|||||
|
|
|
|
By
|
|
|
||
|
|
|
|
|||||
LANDLORD:
|
|
|
|
|
|
,
|
||
|
|
|
|
a
|
|
|
||
|
|
|
|
|||||
|
|
|
|
By
|
|
|
||
|
|
|
|
|||||
|
|
|
|
By
|
|
|
|
|
|
“Mortgage” shall mean a first lien Mortgage or Deed of Trust and Security Agreement with Assignment of Rents dated as of , 19 , encumbering the Property, executed by Landlord, as Mortgagor or Trustor, to , a , as Trustee, in favor of Beneficiary, securing repayment of the Loan evidenced by the Note, to be recorded in the records of the County in which the Property is located.
|
|
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
“Landlord” shall mean
|
|
|
|
,
|
|||||||||||||||||
|
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
a
|
|
|
|
,
|
|||||||||||||||||
|
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
having an office at
|
|
|
|
,
|
|||||||||||||||||
|
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
.
|
|
|
|
“Lease” shall mean a certain lease entered into by and among Landlord and Tenant dated as of , 19 , covering the Premises.
“Loan” shall mean a first mortgage loan in an amount up to $ from Beneficiary to Landlord.
|
|
|
|
“Premises” shall mean certain space in the improvements located in and upon the Property.
“Property” shall mean the real property described in Exhibit A attached hereto together with the improvements thereon.
|
|
|
(a)
|
All of the office space on floors 18, 19 and 20 in the TUS Building, for a total of 59,898 RSF on these three floors.
|
|
|
|
(b)
|
2,692 USF (no load factor to be applied) on level 2 of the retail area of the Building as outlined in black on attached Exhibit F for Lessee’s branch bank.
|
|
|
|
|
(c)
|
2,401 USF (no load factor to be applied) on level 3 of the retail area of the Building as outlined in black on attached Exhibit G.
|
|
|
|||
|
|
|
|
|
|
||
Period
|
Base Monthly Rent
|
||
January 1 through January 31, 1993
|
$
|
25,508.97
|
|
February 1, 1993 through June 30, 1995
|
$
|
94,999.16
|
|
July 1, 1995 through December 31, 2002
|
$
|
97,378.18
|
|
|
||
|
|
|
|
|
|
Exhibit F:
|
|
Print with Branch Bank space outlined in black, replacing the corresponding page in Exhibit A.
|
|
|
|
Exhibit G:
|
|
Print with upper level of Branch Bank Location outlined in black, replacing the corresponding page in Exhibit A.
|
|
|
|
(a)
|
The IBM, Federal Express and One Stop Copy spaces, or
|
|
|
|
|
(b)
|
the upper level of Plaza Building, corner of Sixth Avenue and Union Street.
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LESSEE:
|
|
|
|
LESSOR:
|
||||
|
|
|
|
|
||||
CONTINENTAL, INC.
|
|
|
|
ONE UNION SQUARE VENTURE,
A Washington Joint Venture
|
||||
|
|
|
|
|||||
By
|
|
/s/ Richard S. Swanson
|
|
|
|
By UNICO PROPERTIES, INC.
|
||
|
|
|
|
|
|
(Manager and authorized rental agent for
One Union Square Venture)
|
||
|
|
|
|
|||||
By
|
|
/s/ Bruce W. Williams
|
|
|
|
|
||
|
|
|
|
|
||||
|
|
|
|
|
|
By
|
|
/s/ Stephen W. Camp
|
|
|
|
|
|
|
|
|
Stephen W. Camp, Vice President
|
|
|
|
|
|
|
STATE OF WASHINGTON
|
|
|
ss.
|
COUNTY OF KING
|
|
|
||
|
|
|
|
|
|
/s/ Elaine [Illegible Signature]
|
||
Notary Public in and for the State of
Washington, residing at Seattle .
|
||
My commission expires: 1-15-95 .
|
|
|
|
|
|
|
STATE OF WASHINGTON
|
|
|
ss.
|
COUNTY OF KING
|
|
|
||
|
|
|
|
|
|
/s/ Laura [Illegible Signature]
|
||
Notary Public in and for the State of
Washington, residing at Seattle .
|
||
My commission expires: 2/17/93 .
|
|
||
|
|
|
|
|
|
Lessor:
|
|
UNION SQUARE LIMITED PARTNERSHIP
|
|
|
|
Lessee:
|
|
CONTINENTAL, INC.
|
|
|
|
Premises:
|
|
Commonly referred to as Suite 2000 in the Two Union Square Building as more particularly described in the Lease.
|
|
|
|
|
1.
|
Section 1.1, Leased Premises is hereby amended from all of the office space on floors 18, 19 and 20 to all of the office space on floors 18, 19, 20 and Rooms 2101-2112 and 2134 - 2137.
|
|
|
|
|
2
|
Section 1.2, Floor Areas is hereby amended from 54,816 usable square feet; 59,897 rentable square feet to 61,708 usable square feet; 67,685 rentable square feet.
|
|
|
|
|
3.
|
Section 1.2, Floor Areas is hereby amended from 5.68208 percent of the rentable area of the Building to 6.42088 percent.
|
|
|
|
|
4.
|
Section 1.4 Rent is hereby amended as follows:
|
|
|
|
|
5.
|
Lessor shall provide Lessee with tenant improvements on a turnkey basis up to $44.41 per usable square foot on the additional 6,892 usable square feet for improvements to the additional Leased Premises, including A & E fees. As provided in the Lease the CPI was used in place of the BCI to calculate the increase in the tenant improvement allowance.
|
|
|
|
|
6.
|
Exhibit “A” of the Lease, changed to reflect the revised floor plan, is attached hereto and made a part hereof.
|
|
|
|
|
7.
|
Lessee shall be granted five (5) additional parking permits (one for each 1,500 rentable square feet of expansion space), effective November 1, 1998.
|
|
|
|
|
8.
|
All other terms and conditions are to remain the same.
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lessee:
|
|
|
|
Lessor:
|
||||
|
|
|
||||||
CONTINENTAL, INC.
|
|
|
|
UNION SQUARE LIMITED
|
||||
|
|
|
|
PARTNERSHIP, a Washington Limited
Partnership
|
||||
|
|
|
|
|||||
By
|
|
/s/ HOWARD H. BELL
|
|
|
|
|
||
|
|
HOWARD H. BELL
|
|
|
|
By UNICO PROPERTIES, INC.
|
||
Its
|
|
EXEC V.P.
|
|
|
|
(Manager and authorized rental agent for
|
||
|
|
|
|
|
|
Union Square Limited Partnership)
|
||
Date:
|
|
May 7, 1998
|
|
|
|
|
||
|
|
|
|
|
||||
|
|
|
|
|
|
By
|
|
/s/ John Schoettler
|
|
|
|
|
|
|
|
|
John Schoettler, Vice President
|
|
|
|
||||||
|
|
|
|
Date: May 6, 1998
|
|
|
|
|
|
|
STATE OF WASHINGTON
|
|
|
ss.
|
COUNTY OF KING
|
|
|
||
|
|
|
|
|
|
/s/ Elfie E. Holmes
|
||
(Print name)
|
||
Elfie E. Holmes
|
||
Notary Public in and for the State of Washington,
|
||
residing at
|
||
Benton
|
||
My commission expires: 9-30-00
|
|
|
|
|
|
|
STATE OF WASHINGTON
|
|
|
ss.
|
COUNTY OF KING
|
|
|
||
|
|
|
|
|
|
/s/ Shielah C. Sabalza
|
||
Shielah C. Sabalza
|
||
Notary Public in and for the State of
|
||
Washington, residing at Seattle.
|
||
My commission expires: 4-02-2002.
|
|
||
|
|
|
|
|
|
Lessor:
|
|
Union Square Limited Partnership
|
|
|
|
Lessee:
|
|
Continental, Inc.
|
|
|
|
Premises:
|
|
Commonly referred to as Suite 2000 in the Two Union Square Building as more particularly described in the Lease.
|
|
|
|
|
1.
|
Section 1.1, The office space portion of the Leased Premises are hereby amended from all of the office space on Floors 18, 19, 20, Rooms 2101-12, 2134-2137 to all of the office space on floors l8, 19, 20, Rooms 2101-2112, 2134-2137, and 701-30,735-37, and Part of 731 and 734.
|
|
|
|
|
2.
|
Section 1.2, The office space portion of the Leased Premises is hereby amended from 54,816 usable square feet; 59,897 rentable square feet, to 63,660 usable square feet; 69,983 rentable square feet effective October 1, 1997,70,795 usable square feet; 78,332 rentable square feet effective August 1, 1998, and 77,687 usable square feet; 86,120 rentable square feet effective November 1, 1998.
|
|
|
|
|
3.
|
Section 1.2, Floor Areas is hereby amended to 6.42088 percent of the rentable area of the Building for the premises located on floors 18-21, and .89540 percent for rooms 714-30 and Part 731, and .74119 percent for Rooms 701-13, 735-37 and Part of 734.
|
|
|
|
|
4.
|
Section 1.4, Rent is hereby amended as follows:
|
|
|
|
|
5.
|
Section 1.5, Base Indices is revised as follows; For rooms 714-30 and Part of 3l containing 10,086 RSF, Lessee shall have a base year of 1997. For rooms 701-13, 735-37 and Part 731, 724, Lessee shall have a base year of 1998.
|
|
|
|
|
6.
|
Section 4.4 Real Property Taxes shall have a base year as outlined in Section 5 above.
|
|
|
|
|
7.
|
Section 30 Parking is hereby amended as follows:
|
|
|
|
|
8.
|
Exhibit “A” of the Lease changed to reflect the revised floor plan is attached hereto and part hereof.
|
|
|
|
|
9.
|
Upon the full execution of this Third Amendment the lease between Lessor and Lessee dated July 30, 1997 for Rooms 714-30, Part of 731 shall be terminated and superceded by this Amendment and the Master Lease.
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lessee:
|
|
|
|
Lessor:
|
||||
|
|
|
||||||
CONTINENTAL, INC.
|
|
|
|
UNION SQUARE LIMITED
|
||||
/s/ Howard H. Bell
|
|
|
|
PARTNERSHIP, a Washington Limited
Partnership
|
||||
|
|
|
|
|||||
By
|
|
Howard H. Bell
|
|
|
|
By UNICO PROPERTIES, INC.
|
||
|
|
|
|
|
|
(Manager and authorized rental agent for
|
||
Its
|
|
Executive Vice President
|
|
|
|
Union Square Limited Partnership)
|
||
|
|
|
|
|
||||
Date
|
|
June 23, 1998
|
|
|
|
By
|
|
/s/ John Schoettler
|
|
|
|
|
|
|
|
|
John Schoettler, Vice President
|
|
|
|
|
|||||
|
|
|
|
Date
|
|
6/25/1998
|
|
|
|
|
|
|
STATE OF WASHINGTON
|
|
|
ss.
|
COUNTY OF KING
|
|
|
||
|
|
|
|
|
|
/s/ Elfie E. Holmes
|
||
(Print name) Elfie E. Holmes
|
||
Notary Public in and for the State of Washington,
|
||
residing at Benton
|
||
My commission expires: 9-30-00
|
|
|
|
|
|
|
STATE OF WASHINGTON
|
|
|
ss.
|
COUNTY OF KING
|
|
|
||
|
|
|
|
|
|
/s/ Shielah C. Sabalza
|
||
Shielah C. Sabalza
|
||
Notary Public in and for the State of
|
||
Washington, residing at Seattle.
|
||
My commission expires: 4-02-2002.
|
|
||
|
|
|
|
|
|
Lessor:
|
|
UNION SQUARE LIMITED PARTNERSHIP
|
|
|
|
Lessee:
|
|
CONTINENTAL, INC.
|
|
|
|
Premises:
|
|
Commonly referred to as Suite 2000 in the Two Union Square Building (the “Building”) as more particularly described in the Lease.
|
|
|
|
|
1.
|
Section 1.1 is hereby amended to include all of the office space on floors 18, 19, 20, and 21, together with all of rooms 701-30, 735-37, and part of rooms 731 and 734 on floor 7 as the office space portion of the Leased Premises.
|
|
|
|
|
2.
|
Section 1.2 is hereby amended to provide that the areas of the office space portion of the Leased Premises are increased from 77,687 usable square feet and 86,120 rentable square feet, to 89,067 usable square feet and 98,555 rentable square feet.
|
|
|
|
|
3.
|
Section 1.2 is hereby further amended to reflect that the percentage of the rentable area of the Building that is leased by Lessee for all of floors 18-21 and rooms 701-30, 735-37 and parts of rooms 731 and 734 is 9.2371 percent. (The percentage applicable to all of rooms 701-30, 735-37, and part of rooms 731 and 734 remains at 1.63659 percent.)
|
|
|
|
|
4.
|
Section 1.4 is hereby amended as follows:
|
|
|
|
|
5.
|
Lessor shall provide Lessee with tenant improvements for the additional 11,380 usable square feet on floor 21 in keeping with the terms outlined in Section 26 of the Lease.
|
|
|
|
|
6.
|
Lessor shall, on a turnkey basis and in keeping with Section 26 of the Lease, construct an interconnecting stairwell between floor 20 and floor 21 at Lessor’s sole expense.
|
|
|
|
|
7.
|
Lessor and Lessee acknowledge that the addition to the Leased Premises of the remaining 12,435 rentable square feet on the 21st floor fully satisfies Lessee’s third and fourth expansion options under Section 27.1 through Section 27.3 of the Lease.
|
|
|
|
|
8.
|
Section 30 Parking is revised as follows:
|
|
|
|
|
9.
|
Exhibit “A” of the Lease, changed to reflect the revised floor plan, is attached hereto and made a part hereof.
|
|
|
|
|
10.
|
Continental will have plans for improvements on the 21st floor prepared by NBBJ for review by Landlord. Construction Drawings are to be completed not later than May 31, 2000. The Effective Delivery Date shall be deemed to be one day earlier than the actual delivery date for every day after May 31, 2000 until they are completed.
|
|
|
|
|
|
|
STATE OF WASHINGTON
|
|
|
ss.
|
COUNTY OF KING
|
|
|
|
|
|
|
|
STATE OF WASHINGTON
|
|
|
ss.
|
COUNTY OF KING
|
|
|
||
|
|
|
|
|
|
Lessor:
|
|
UNION SQUARE LIMITED PARTNERSHIP
|
|
|
|
Lessee:
|
|
HOMESTREET, INC.
|
|
|
(formerly known as Continental, Inc.)
|
|
|
|
Leased Premises:
|
|
Commonly referred to as Suite 2000 in the Two Union Square Building (the “Building”) as more particularly described in the Lease.
|
|
|
|
Date of this Amendment:
|
|
July 30, 2001
|
|
||||||||
|
|
|||||||
1.
|
Lessee, as Sublandlord, entered into a Sublease Agreement dated May 18, 2000 (“Quadra Sublease”) with Quadra Financial Group, L.P. as Subtenant (“Quadra”) for 18,435 rentable square feet on the 7th floor of the Leased Premises. Lessor consented to the Quadra Sublease on May 30, 2000. For the purpose of calculating the 50% share of net profit from the Quadra Sublease owing to Lessor pursuant to Section 22.3, the following shall govern:
|
|||||||
|
|
|
|
|
||||
(a)
|
Lessee has provided Lessor with a calculation through July 2001 of net profit derived from the Quadra Sublease, a copy of which calculation is attached hereto as SCHEDULE 1.
|
|
|
|
||||
|
|
|
|
|
|
|||
(b)
|
The parties agree that Lessor is entitled to share equally in the net profits from the Quadra Sublease, to the extent Lessee realizes a net profit at the end of the Term of such Sublease. The mechanism for sharing such profits shall be as follows:
|
|
|
|
|
|||
|
|
|
||||||
(a)
|
Commencing in August 2001 and continuing on a monthly basis thereafter so long as Lessee receives net profit on the Quadra Sublease, Lessee shall calculate and remit to Lessor its 50% share of such net profit on a cash flow basis. The payment to Lessor shall be made within five (5) business days following receipt of payment from Quadra. The August payment shall include Lessor’s share of net profits through July 2001, as shown on Schedule 1.
|
|
||||||
|
|
|
|
|
|
|||
(b)
|
In the event Lessee does not realize a net profit at the end of the Term of the Quadra Sublease, or in the event such net profit is less than that shared with
|
|
|
|
|
|||
|
||||||||
|
|
|||||||
HomeStreet/Union Square Fifth Amendment
|
Page 1
|
|||||||
|
||||||||
|
|
|||||||
|
Lessor through payments previously made to Lessor on a cash flow basis, then Lessor agrees that it shall reimburse Lessee for any excess payments made to Lessor, up to the amount of net profits previously paid to Lessor hereunder. Such reimbursement shall be made within thirty (30) days following written notice by Lessee to Lessor.
|
|||||||
|
||||||||
|
|
|||||||
2.
|
Lessor hereby consents to Lessee’s installation, maintenance and operation of the Sixth Avenue ATM; provided, however, that the design and installation of the signage surround for the Sixth Avenue ATM shall be subject to Lessor’s prior approval, which approval shall not be unreasonably withheld. No additional rent shall be charged for Sixth Avenue ATM. Lessee agrees that it shall, at its sole cost and expense, comply with and perform the following:
|
|||||||
|
|
|
|
|||||
(a)
|
Lessee shall comply with applicable regulatory requirements regarding the operation and maintenance of the Sixth Avenue ATM.
|
|
|
|||||
|
|
|
|
|
|
|||
(b)
|
Upon expiration or earlier termination of the Lease term with respect to Lessee’s bank branch, Lessee shall remove the Sixth Avenue ATM and return the affected portion of the leased premises, including the building facade on Sixth Avenue, to its original condition, reasonable wear and tear excepted. This provision shall also apply in the event Lessee removes the Sixth Avenue ATM prior to termination or expiration of the Lease term.
|
|
|
|
|
|||
|
||||||||
|
|
|||||||
3.
|
All other terms and conditions are to remain the same.
|
|
||
|
|
|
|
|
|
Lessee:
|
|
Lessor:
|
|
|
|
HOMESTREET, INC
|
|
UNION SQUARE LIMITED
PARTNERSHIP,
|
a Washington corporation
|
|
a Washington Limited Liability Company
|
|
|
|
|
|
By UNICO PROPERTIES, INC.
(Manager and authorized rental agent for
Union Square Limited Partnership)
|
|
|
|
By /s/ Kyle Samuels
|
|
|
|
|
|
Its Senior V.P.
|
|
|
|
|
|
Date: August 2, 2001
|
|
|
|
|
|
|
|
By /s/ Donald M. Wise
|
|
|
|
|
|
Its Sr. V.P.
|
|
|
|
|
|
Date: 8-8-01
|
|
|
|
|
HomeStreet/Union Square Fifth Amendment
|
Page 2
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STATE OF WASHINGTON
|
|
|
}
|
|
|
|
|
|
|
|
|
|
|
ss.
|
|
|
|
|
|||
COUNTY OF KING
|
|
|
|
|
|
|
|
|
|
|
|
HomeStreet/Union Square Fifth Amendment
|
Page 3
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STATE OF WASHINGTON
|
|
|
}
|
|
|
|
|
|
|
|
|
|
|
ss.
|
|
|
|
|
|||
COUNTY OF KING
|
|
|
|
|
|
|
|
|
|
|
|
HomeStreet/Union Square Fifth Amendment
|
Page 4
|
|
||||
|
|
|
|
|
|
|
|
|
|
HomeStreet/Union Square Fifth Amendment
|
|
|
Schedule 1
|
|
|
||
|
|
|
|
|
|
Lessor:
|
|
UNION SQUARE LIMITED PARTNERSHIP
|
|
|
|
Lessee:
|
|
HOMESTREET, INC.
(formerly known as Continental, Inc.)
|
|
|
|
Premises:
|
|
Commonly referred to as Suite 2000 in the Two Union Square Building as more particularly described in the Lease.
|
|
|
|
|
1.
|
Section 1.2, Floor Areas is hereby amended from 89,067 usable square feet; 98,555 rentable square feet; to 94,160 usable square feet; 106,014 rentable square feet (office and retail) in accordance with the BOMA Standard (American National Standard ANSIZ 65.1-1996).
|
|
|
|
|
2.
|
Section 1.2, Floor Areas is hereby amended from 9.2371 percent of the rentable area of the Building to 9.411520 percent.
|
|
|
|
|
3.
|
The term is hereby extended to December 31, 2007 in accordance with Lessee’s exercise of its first five-year option to extend the Lease in accordance with Section 29.
|
|
|
|
|
4.
|
Section 1.4 Rent is hereby amended as follows:
|
|
|
|
|
5.
|
Section 1.5 Base Indices as outlined in Section 29.2 remains the same (1992) for floors 18-21, however the Base Indices for the 7th floor shall be 1997 and 1998 in keeping with the Third Amendment to Lease.
|
|
|
|
|
6.
|
In keeping with Section 26.4, Lessor shall, at its sole cost and expense, re-carpet and paint the premises during the 11th year.
|
|
|
|
|
7.
|
Section 1.8 Lessor’s Address for Notices and Payment of Rent is revised to read; Union Square Limited Partnership, c/o Lowe Enterprises Northwest, Inc., 600 University Street, Suite 2820 Seattle, Washington 98101.
|
|
|
|
|
8.
|
Section 1.10 is hereby deleted and replaced in its entirety with the following language:
|
|
||
|
|
|
|
|
|
Lease commission - Trammell Crow
|
85,416.00
|
|
Lease commission - Behar Company
|
68,794.00
|
|
Legal fees - sublease negotiations
|
4,036.00
|
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Base
|
|
CAM
|
|
TAXES
|
|
METRO
IMPROVEMENT
|
|
TOTAL
|
|||||
Oct-00
|
|
28,907.42
|
|
|
260.21
|
|
|
1,610.67
|
|
|
109.00
|
|
|
30,887.30
|
|
Nov-00
|
|
28,907.42
|
|
|
260.21
|
|
|
1,610.67
|
|
|
109.00
|
|
|
30,887.30
|
|
Dec-00
|
|
28,907.42
|
|
|
260.21
|
|
|
1,610.67
|
|
|
109.00
|
|
|
30,887.30
|
|
Jan-01
|
|
28,907.42
|
|
|
813.63
|
|
|
1,385.83
|
|
|
110.67
|
|
|
31,217.55
|
|
Feb-01
|
|
28,907.42
|
|
|
813.63
|
|
|
1,385.83
|
|
|
110.67
|
|
|
31,217.55
|
|
Mar-01
|
|
28,907.42
|
|
|
813.63
|
|
|
1,385.83
|
|
|
110.67
|
|
|
31,217.55
|
|
Apr-01
|
|
28,907.42
|
|
|
813.63
|
|
|
1,385.83
|
|
|
110.67
|
|
|
31,217.55
|
|
May-01
|
|
28,907.42
|
|
|
813.63
|
|
|
1,385.83
|
|
|
110.67
|
|
|
31,217.55
|
|
Jun-01
|
|
28,907.42
|
|
|
813.63
|
|
|
1,385.83
|
|
|
110.67
|
|
|
31,217.55
|
|
Jul-01
|
|
28,907.42
|
|
|
813.63
|
|
|
1,385.83
|
|
|
|
|
31,106.88
|
|
|
|
|
289,074.20
|
|
|
6,476.04
|
|
|
14,532.82
|
|
|
991.02
|
|
|
311,074.08
|
|
Total sublease costs to July 31st
|
|
|
|
469,320.08
|
|
|
|
|
||||||
|
|
|
|
|
|
|
Oct-00
|
|
52,232.50
|
|
|
|
|
Nov-00
|
|
52,232.50
|
|
|
|
|
Dec-00
|
|
52,232.50
|
|
|
|
|
Jan-01
|
|
52,232.50
|
|
|
|
|
Feb-01
|
|
52,232.50
|
|
|
|
|
Mar-01
|
|
52,232.50
|
|
|
|
|
Apr-01
|
|
52,232.50
|
|
|
|
|
May-01
|
|
52,232.50
|
|
|
|
|
Jun-01
|
|
52,232.50
|
|
|
|
|
Jul-01
|
|
52,232.50
|
|
|
|
|
|
|
522,325.00
|
|
|
522,325.00
|
|
|
|
Net profit at July 3st
|
|
53,004.92
|
|
|
50% payable to Unico
|
|
26,502.46
|
|
|||
Projected for August
|
|
|
|
|
||
Rent from Quadra
|
|
52,232.50
|
|
|||
Rent to Unico for 7th floor
|
|
(31,106.88
|
)
|
|||
|
|
Net monthly profit
|
|
21,125.62
|
|
|
50% to Unico
|
|
10,562.81
|
|
|
|
|
|
9.
|
All other terms and conditions are to remain the same.
|
|
|||
|
|
|
|
|
|
|
|
Lessee:
|
|
Lessor:
|
|
|
|
||
HOMESTREET, INC (FORMERLY
KNOWN AS CONTINENTAL, INC.)
|
|
UNION SQUARE LIMITED
PARTNERSHIP,
|
|
a Washington corporation
|
|
a Washington Limited Partnership
|
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By Lowe Enterprises Northwest, Inc.
(Manager and authorized rental agent for
Union Square Limited Partnership)
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By /s/ Kyle Samuels
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By /s/ Craig A. Wrench
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Kyle Samuels
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Craig A. Wrench
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Its Senior V.P.
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Its President
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Date: 3/5/02
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Date: 3/5/02
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STATE OF WASHINGTON
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ss.
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COUNTY OF KING
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STATE OF WASHINGTON
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ss.
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COUNTY OF KING
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Lessor:
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UNION SQUARE LIMITED LIABILITY COMPANY
Successor in interest by merger to Union Square Limited Partnership
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Lessee:
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HOMESTREET, INC.
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Premises:
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Commonly referred to as Suite 2000 in the Two Union Square Building as more particularly described in the Lease.
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1.
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Section 1.3 Term is hereby amended from fifteen years commencing January 1, 1993 and ending December 31, 2007, to twenty-five (25) years commencing January 1, 1993 and ending December 31,2017.
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2.
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Section 1.4 Rent is hereby amended as follows and shall be recalculated in the event the Leased Premises are reduced in keeping with Section 39, or expanded in keeping with Section 28:
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amount is derived from the agreed amount of $29 per RSF multiplied by the number of rentable square feet (106,014) divided by 12 months.
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3.
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Section 1.5 Base Indices is revised by adding the following language: “Effective January 1, 2008 the base year for Sections 3 &4 shall be revised to read 2007, with the first adjustment as of January 1, 2009. To the extent Lessee elects to extend the term of the lease for additional terms as provided herein, commencing in 2018 and 2023, new base years of 2017 and 2022, respectively, shall be established for such additional terms.”
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4.
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The following language is substituted in Section 26 Tenant Improvements, in lieu of the existing section 26.1:
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5.
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Section 28 Right of First Offer/Right of First Refusal shall remain as written with the exception that for all expansion space acquired by Lessee, Lessee shall pay the per RSF rate then in effect on the Leased Premises pursuant to section 1.4 as amended herein at
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the time such expansion space is acquired. Any tenant improvement allowance shall be in keeping with Section 26, as amended herein. In the event Lessee requires additional space and Lessor is unable to provide such additional space in the low-rise elevator bank of the TUS Building (floors 4-22), Lessor shall make reasonable efforts to accommodate such requirement elsewhere within the TUS Building, and to the extent Lessee elects to lease such additional space outside the low-rise elevator bank, Lessee shall do so at Market Rent, as described in section 29.4.
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6.
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Section 29.2 & 29.3 Extension Term and Rent shall be revised to read as follows;
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7.
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A new Section 39 Option to Reduce the Premises is added as follows:
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||||||
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Premises
|
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Square Feet
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Notice Date
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Effective Date
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Level 3 Retail
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2,470 RSF
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12 months
prior notice
|
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April 1, 2005
or thereafter
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|||
Remaining Premises
|
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25,000 RSF
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12 months
prior notice
|
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January 1, 2008
or January 1, 2010 or
January 1, 2015
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8.
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Lessor agrees that the 33 parking stalls provided in the controlled access area of the One/Two Union Square Garage pursuant to Section 30.1 of the Lease shall be marked with the “HomeStreet Bank” name for the exclusive use of Lessee.
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9.
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All other terms and conditions are to remain the same.
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Lessee:
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Lessor:
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HOMESTREET, INC
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UNION SQUARE LIMITED LIABILITY
COMPANY,
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a Washington corporation
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a Washington Limited Liability Company
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By Washington Real Estate Holdings, LLC
its manager.
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By /s/ Mark Barbieri
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Mark Barbieri
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By /s/ Joan Enticknap
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Its Senior Vice President
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Its President /COO
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Date: 5/26/04
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Date: May 19, 2004
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STATE OF WASHINGTON
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ss.
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COUNTY OF KING
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STATE OF WASHINGTON
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ss.
|
COUNTY OF KING
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Lessor:
|
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UNION SQUARE LIMITED LIABILITY COMPANY
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Lessee:
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HOMESTREET, INC.
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Premises:
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Commonly referred to as Suite 2000 in the Two Union Square Building as more particularly described in the Lease.
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1.
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Section 1.1, Leased Premises is hereby amended to delete that portion of the Leased Premises located at the Third Level Plaza of Two Union Square effective upon the date Lessee vacates the Third Level Plaza (target date is September 17, 2004 (the “Effective Date”).
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2.
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Section 1.2, Floor Areas is hereby amended from 93,376 usable square feet; 106,014 rentable square feet to 90,975 usable square feet; 103,544 rentable square feet as of the Effective Date.
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3.
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Section 1.2, Floor Areas is hereby amended from 9.411520 percent of the rentable area of the Building to 9.19224 percent as of the Effective Date.
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4.
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Section 1.4 Rent is hereby amended as follows:
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5.
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For purposes of this reduction in the Leased Premises, Lessor and Lessee acknowledge that in keeping with Paragraph 7, Section 39 of the Seventh Amendment to Lease Option to Reduce the Premises, Lessee has effectively exercised its right with regards to Level 3 Retail prior to the date specified in the Seventh Amendment, and Lessor accepts such early termination of said Premises.
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6.
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All other terms and conditions are to remain the same.
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||
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Lessee:
|
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Lessor:
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|
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HOMESTREET, INC
|
|
UNION SQUARE LIMITED LIABILITY
COMPANY,
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a Washington corporation
|
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a Washington Limited Liability Company
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By Washington Real Estate Holdings, LLC
its manager.
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By /s/ Mark Barbieri
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Mark Barbieri
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By /s/ Joan Enticknap
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Its Senior Vice President
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Its President & COO
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Date: 9/7/04
|
Date: September 3, 2005
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STATE OF WASHINGTON
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ss.
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COUNTY OF KING
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STATE OF WASHINGTON
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ss.
|
COUNTY OF KING
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Lessor:
|
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UNION SQUARE LIMITED LIABILITY COMPANY
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Lessee:
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HOMESTREET, INC.
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Premises:
|
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Commonly referred to as Suite 2000 in the Two Union Square Building as more particularly described in the Lease.
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1.
|
Section 1.1, Leased Premises is hereby amended to add room 1723 to the Leased Premises as of the Effective Date.
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2.
|
Section 1.2, Floor Areas is hereby amended from 90,975 usable square feet; 103,544 rentable square feet to 91,837 usable square feet; 104,573 rentable square feet as of the Effective Date.
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3.
|
Section 1.2, Floor Areas is hereby amended from 9.19224 percent of the rentable area of the Building to 9.28359 percent as of the Effective Date.
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4.
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Section 1.4 Rent is hereby amended as follows:
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5.
|
In keeping with Section 26 of the Seventh Amendment to Lease, Lessor shall provide Lessee with a tenant improvement allowance of thirty-five ($35.00) dollars per rentable square foot multiplied by 1,029 rentable square feet for improvements to room 1723.
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6.
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All other terms and conditions are to remain the same.
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|
||
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|
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Lessee:
|
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Lessor:
|
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|
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HOMESTREET, INC
|
|
UNION SQUARE LIMITED LIABILITY
COMPANY,
|
a Washington corporation
|
|
a Washington Limited Liability Company
|
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|
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By Washington Real Estate Holdings, LLC
its manager.
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By /s/ Mark Barbieri
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|
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Mark Barbieri
|
By /s/ Joan Enticknap
|
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Its Senior Vice President
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Its President & COO
|
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Date: 4/27/06
|
Date: April 20, 2006
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STATE OF WASHINGTON
|
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ss.
|
COUNTY OF KING
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STATE OF WASHINGTON
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|
ss.
|
COUNTY OF KING
|
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|
||
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Lessor:
|
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UNION SQUARE LIMITED LIABILITY COMPANY
|
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|
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Lessee:
|
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HOMESTREET, INC.
|
|
|
|
Premises:
|
|
Commonly referred to as Suite 2000 in the Two Union Square Building as more particularly described in the Lease.
|
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|
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1.
|
Section 1.1, Leased Premises is hereby amended to add room 1723 to the Leased Premises as of the Effective Date, herein defined as “September 1, 2006”.
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|
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2.
|
Section 1.2, Floor Areas is hereby amended from 90,975 usable square feet; 103,544 rentable square feet to 91,837 usable square feet; 104,573 rentable square feet as of the Effective Date.
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|
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3.
|
Section 1.2, Floor Areas is hereby amended from 9.19224 percent of the rentable area of the Building to 9.28359 percent as of the Effective Date.
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4.
|
Section 1.4 Rent is hereby amended as follows:
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5.
|
In keeping with Section 26 of the Seventh Amendment to Lease, Lessor shall provide Lessee with a tenant improvement allowance of thirty-five ($35.00) dollars per rentable square foot multiplied by 1,029 rentable square feet for improvements to room 1723.
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6.
|
All other terms and conditions are to remain the same.
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|
||
|
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|
|
Lessee:
|
|
Lessor:
|
|
|
|
HOMESTREET, INC
|
|
UNION SQUARE LIMITED LIABILITY
COMPANY,
|
a Washington corporation
|
|
a Washington Limited Liability Company
|
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|
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By Washington Real Estate Holdings, LLC
its manager.
|
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|
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By Mark Barbieri
|
|
|
Mark Barbieri
|
By /s/ Joan Enticknap
|
|
Its Executive Vice President
|
Its President
|
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Date: 08/16/06
|
Date: 08/09/06
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|
STATE OF WASHINGTON
|
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|
ss.
|
COUNTY OF KING
|
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|
||||
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|
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/s/ Sherri L. Voeltner
|
|
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|
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Notary Public in and for the State of
Washington, residing at Renton
My commission expires 01/19/10
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STATE OF WASHINGTON
|
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|
ss.
|
COUNTY OF KING
|
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|
||
|
|
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|
|
Lessor:
|
|
UNION SQUARE LIMITED LIABILITY COMPANY
|
|
|
|
Lessee:
|
|
HOMESTREET, INC.
|
|
|
|
Premises:
|
|
Commonly referred to as Suite 2000 in the Two Union Square Building as more particularly described in the Lease.
|
|
|
|
|
1.
|
Section 1.1 Leased Premises is hereby amended to delete Rooms 701-30, 735-37, and part of Rooms 731 & 734 as of the Effective Date, herein defined as “December 31, 2007”.
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|
|
2.
|
Section 1.2 Floor Areas is hereby amended from 91,837 usable square feet; 104,573 rentable square feet, to 75,858 usable square feet; 86,138 rentable square feet as of the Effective Date.
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|
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3.
|
Section 1.2 Floor Areas is hereby amended from 9.28359 percent, to 7.64700 percent of the Building as of the Effective Date.
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|
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4.
|
Section 1.4 Rent is hereby amended as follows:
|
|
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|
|
5.
|
For purposes of this reduction in the Leased Premises, Lessor and Lessee acknowledge that in keeping with Paragraph 7, Section 39 of the Seventh Amendment to Lease Option to Reduce the Premises, Lessee has effectively exercised its right with regards to the 7th floor Premises, and Lessor accepts such termination of said Premises.
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|
|
6.
|
In keeping with Paragraph 4 Section 26 of the Seventh Amendment to Lease, Tenant Improvement Allowance is revised to replace “106,014 RSF”, with “85,J09RSF”.
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|
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|
|
7.
|
Section 30 Parking is revised to read a total of “53” monthly stalls as of the Effective Date.
|
|
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|
|
8.
|
All other terms and conditions are to remain the same.
|
|
||
|
|
|
|
|
|
Lessee:
|
|
Lessor:
|
|
|
|
HOMESTREET, INC
|
|
UNION SQUARE LIMITED LIABILITY
COMPANY,
|
a Washington corporation
|
|
a Washington Limited Liability Company
|
|
|
|
|
|
By Washington Real Estate Holdings, LLC
its manager.
|
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|
|
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By /s/ Mark Barbieri
|
|
|
Mark Barbieri
|
By /s/ Bruce W. Williams
|
|
Its Executive Vice President
|
Its Chairman
|
|
Date: 1/18/07
|
Date: 1/8/07
|
|
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|
|
STATE OF WASHINGTON
|
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|
ss.
|
COUNTY OF KING
|
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|
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|
|
|
STATE OF WASHINGTON
|
|
|
ss.
|
COUNTY OF KING
|
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|
||
|
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|
|
Lessor:
|
|
UNION SQUARE LIMITED LIABILITY COMPANY
|
|
|
|
Lessee:
|
|
HOMESTREET, INC
|
|
|
|
Premises:
|
|
Commonly referred to as Suite 2000 in the Two Union Square Building as more particularly described in the Lease.
|
|
|
|
|
1.
|
Section 1.1 Leased Premises is hereby amended to incorporate Rooms 1701-02, and 1724-37 into the Leased Premises as of the Effective Date, and as shaded in red on the attached Exhibit A.
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|
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2.
|
Section 1.2 Floor Areas is hereby amended from 75,858 usable square feet; 86,138 rentable square feet, to 82,909 usable square feet; 94,558 rentable square feet as of the Effective Date.
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|
|
3.
|
Section 1.2 Floor Areas is hereby amended from 7.64700 percent to 8.39450 percent ofthe Building as of the Effective Date.
|
|
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|
|
4.
|
Section 1.4 Rent is hereby amended as follows:
|
|
|
|
|
5.
|
Section 1.5 Base Indices shall remain 2007 for the entire Leased Premises,
|
|
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|
|
6.
|
Section 26 Tenant Improvement Allowance; In keeping with the terms of the Lease, Lessor shall provide Lessee with a tenant improvement allowance of thirty-five ($35.00) dollars per rentable square foot on the additional 8,420 rsf, for an additional. Tenant Improvement allowance of $294,700.00.
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|
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7.
|
Section 30 Parking is revised to read a total of “59” monthly stalls as of the Effective Date.
|
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|
|
8.
|
Lessor shall pay a real estate fee to Washington Partners, Inc upon the full execution of this amendment.
|
|
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|
|
9.
|
Exhibit “A” of the Lease, changed to reflect the revised floor plan, is attached hereto and made a part hereof.
|
|
|
|
|
10.
|
All other terms and conditions are to remain the same.
|
|
||
|
|
|
|
|
|
Lessee:
|
|
Lessor:
|
|
|
|
HOMESTREET, INC
|
|
UNION SQUARE LIMITED LIABILITY
COMPANY,
|
a Washington corporation
|
|
a Washington Limited Liability Company
|
|
|
|
|
|
By Washington Real Estate Holdings, LLC
its manager.
|
|
|
|
|
|
By /s/ Mark Barbieri
|
|
|
Mark Barbieri
|
By /s/ Joan Enticknap
|
|
Its Executive Vice President
|
Its President & COO
|
|
Date: 11/7/07
|
Date: 11/5/07
|
|
|
|
|
|
|
|
|
STATE OF WASHINGTON
|
|
|
ss.
|
COUNTY OF KING
|
|
|
|
|
|
|
|
STATE OF WASHINGTON
|
|
|
ss.
|
COUNTY OF KING
|
|
|
||
|
|
|
|
|
|
Lessor:
|
|
UNION SQUARE LIMITED LIABILITY COMPANY
|
|
|
|
Lessee:
|
|
HOMESTREET, INC.
|
|
|
|
Premises:
|
|
Commonly referred to as Suite 2000 in the Two Union Square Building as more particularly described in the Lease.
|
|
|
|
|
1.
|
Pursuant to Section 4 of the Seventh Amendment Lease, Section 2 of the Eighth Amendment to Lease, Section 5 of the Ninth Amendment to lease, Section 5 of the Tenth Amendment to Lease, Section 6 of the Eleventh Amendment to Lease, and Section 6 of the Twelfth Amendment to Lease, Lessee was entitled to a Tenant Improvement Allowance in the total amount of $1,607,350.00. As of the Effective Date hereof, and as set forth in the attached Exhibit A, Lessee has previously received $310,335.22 of the Tenant Improvement Allowance, so that $1,297,014.78 thereof remains unapplied (the “Unapplied Allowance”). The parties have agreed that, notwithstanding anything to the contrary in the Lease, a portion of the Unapplied Allowance in the amount of $625,348.89, as set forth in the attached Exhibit B, shall be applied towards Base Monthly Rent and Additional Rent due under the Lease for the period January 1, 2010, through and including March 31, 2010. The difference between the Unapplied Allowance of $1,297,014.78 and the $625,348.89 portion of the Unapplied Allowance which shall be applied towards Base Monthly Rent and Additional Rent as described herein totaling $671,665.89, (the “Remaining Unapplied Allowance”) shall remain available for Lessee’s use for leasehold improvements to the Leased Premises as originally permitted by the terms and conditions of the Lease and Amendments governing the use of the Tenant Improvement Allowance. Lessee waives any right to receive any portion of the Unapplied Allowance or any tenant Improvements whatsoever except for the $671,665.89 Remaining Unapplied Allowance.
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|
||||||||||||||||
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|
|
|
|
Lease Activity Description
|
|
Date
Commence
|
|
TI
Allowance
|
|
USF
|
|
RSF
|
|
Allowance
|
|
Comments
|
||||
7th Amend - Renew from 12/31/07 - 12/31/17
|
|
1/1/2008
|
|
15.00
|
|
|
94,160
|
|
|
106,014
|
|
|
1,590,210.00
|
|
|
TI allow on RSF, or to the extent Lessee has elected to reduce its Leased Premises
|
8th Amend - reduce Third Level Plaza
|
|
9/30/2004
|
|
15.00
|
|
|
(3,185
|
)
|
|
(2,470
|
)
|
|
(37,050.00
|
)
|
|
Downsize only, no TI allowance. ADJUST $15/rsf
|
9th/10th Amend - Expand on 17th Flr
|
|
9/1/2006
|
|
35.00
|
|
|
862
|
|
|
1,029
|
|
|
36,015.00
|
|
|
Expand on 17, this sq ft does not affect $15 TI
|
12th Amend - Expand on 17th Flr
|
|
10/1/2008
|
|
35.00
|
|
|
7,051
|
|
|
8,420
|
|
|
294,700.00
|
|
|
Expand on 17, this sq ft does not affect $15 TI
|
11th Amend - downsize 7th Flr
|
|
1/1/2008
|
|
15.00
|
|
|
(15,979
|
)
|
|
(18,435
|
)
|
|
(276,525.00
|
)
|
|
Downsize only, no TI allowance. ADJUST $15/rsf
|
Total Tenant Improvement Allowance
|
|
|
|
|
|
82,909
|
|
|
94,558
|
|
|
1,607,350.00
|
|
|
|
|
||
|
|
|
|
|
|
07/2007 - Reimbursement to Homestreet
|
181,757.77
|
|
Purchase Furniture from the 30th floor
|
17,000.00
|
|
Qtr 1 2009 - Branch Remodel
|
89,728.50
|
|
Qtr 4 2009 - 17th Floor
|
9,875.92
|
|
Qtr 1 2010 - Branch Signage
|
10,973.03
|
|
Qtr 1 2010 - ATM Lighting (estimated)
|
1,000.00
|
|
|
|
|
|
310,335.22
|
|
|
|
|
Remaining Funds available as of 1/24/2010
|
1,297,014.78
|
|
|
|
|
||||
|
|
|
|
|
|
|
|||
Summary of Rents
|
|
|||
|
|
|||
Retail CAM
|
$
|
494.66
|
|
|
|
|
|||
Retail AUX
|
658.13
|
|
||
|
|
|||
Office/Retail Base Rent
|
204,876.00
|
|
||
|
|
|||
Office ESC
|
1,979.23
|
|
||
|
|
|||
Office Janitorial
|
441.61
|
|
||
|
|
|||
Total January 2010
|
$
|
208,449.63
|
|
|
|
||||
|
|
|||
2.
|
Section 1.4 Rent is hereby amended as follows:
|
|
|
|
|
3.
|
Except as modified herein, the Lease remains unmodified and in full force and effect.
|
|
||
|
|
|
|
|
|
Lessee:
|
|
Lessor:
|
|
|
|
HOMESTREET, INC
|
|
UNION SQUARE LIMITED LIABILITY
COMPANY,
|
a Washington corporation
|
|
a Washington Limited Liability Company
|
|
|
|
|
|
By Washington Real Estate Holdings, LLC
its manager.
|
|
|
|
|
|
By /s/ Mark Barbieri
|
|
|
Mark Barbieri
|
By /s/ Joan Enticknap
|
|
Its Executive Vice President
|
Its President & Coo
|
|
Date: 2/22/10
|
Date: 2/19/2010
|
|
|
|
|
|
|
|
|
STATE OF WASHINGTON
|
|
|
ss.
|
COUNTY OF KING
|
|
|
|
|
|
|
|
STATE OF WASHINGTON
|
|
|
ss.
|
COUNTY OF KING
|
|
|
|||||||
|
|
|
|
|
|
|
|
Period
|
RSF of Leased Premises
|
Annual Base Rental Rate per RSF of Leased Premises
|
Monthly Base Rent for Leased Premises
|
RSF of Expansion Premises
|
Annual Base Rent per RSF of Expansion Premises
|
Monthly Base Rent of Expansion Premises
|
Total Monthly Base Rent
|
06/01/2012 - 12/31/2012
|
94,558
|
$27.00
|
$212,755.00
|
6,147
|
$27.00
|
$13,830.75
|
$226,585.75
|
01/01/2013 - 12/31/2014
|
94,558
|
$28.00
|
$220,635.00
|
6,147
|
$28.00
|
$14,343.00
|
$234,978.00
|
01/01/2015 - 12/31/2017
|
94,558
|
$29.00
|
$228,515.00
|
6,147
|
$29.00
|
$14,855.25
|
$243,370.25
|
|
|
|
|
Lessee:
HOMESTREET, iNC.
a Washington corporation
By
Title:
Date:
|
Lessor:
UNION SQUARE LIMITED LIABILITY COMPANY, a Washington limited liability company
By: Washington Real Estate Holdings, LLC, a Washington limited liability company, its Manager
By
Mark Barbieri- Executive Vice
President
Date:
|
|
|
|
|
STATE OF WASHINGTON
COUNTY OF KING
|
ss.
|
|
|
|
|
STATE OF WASHINGTON
COUNTY OF KING
|
ss.
|
|
||||||||
|
|
|
|
|
|
|
|
|
Period
|
Base Monthly Rent for Leased Premises
|
RSF of Expansion Premises #1
|
Annual Base Rent per RSF of Expansion Premises #1
|
Base Monthly Rent of Expansion Premises #1
|
RSF of Expansion Premises #2
|
Annual Base Rent per RSF of Expansion Premises #2
|
Base Monthly Rent of Expansion Premises #2
|
Total Base Monthly Rent
|
Commencement Date #1
06/01/2012 - 12/31/2012
|
$226,585.75
|
2,993
|
$27.00
|
$6,734.25
|
N/A
|
$27.00
|
$0.00
|
$233,320.00
|
01/01/2013 - 02/28/2013
|
$234,978.00
|
2,993
|
$28.00
|
$6,983.67
|
N/A
|
$28.00
|
$0.00
|
$241,961.67
|
Commencement Date #2
03/01/2013 - 12/31/2014
|
$234,978.00
|
2,993
|
$28.00
|
$6,983.67
|
1,891
|
$28.00
|
$4,412.33
|
$246,374.00
|
01/01/2015 - 12/31/2017
|
$243,370.25
|
2,993
|
$29.00
|
$7,233.08
|
1,891
|
$29.00
|
$4,569.92
|
$255,173.25
|
|
|
|
|
Lessee:
HOMSTREET, INC.
a Washington corporation
By
Title:
Date:
|
Lessor:
UNION SQUARE LIMITED LIABILITY COMPANY, a Washington limited liability company
By: Washington Real Estate Holdings, LLC, a Washington limited liability company, its Manager
By
Mark Barbieri- Executive Vice
President
Date:
|
|
|
|
|
STATE OF WASHINGTON
COUNTY OF KING
|
ss.
|
|
|
|
|
STATE OF WASHINGTON
COUNTY OF KING
|
ss.
|
|
|||||
|
|
|
|
|
|
Period
|
Base Monthly Rent for Leased Premises
|
Annual Base Rent per RSF of Expansion Premises
|
RSF of Expansion Premises
|
Base Monthly Rent of Expansion Premises
|
Total Base Monthly Rent
|
10/01/2012 - 10/31/2012
|
$233,320.00
|
Gratis
|
9,761
|
Gratis
|
$233,320.00
|
11/01/2012 - 12/31/2012
|
$233,320.00
|
$27.00
|
9,761
|
$21,962.25
|
$255,282.25
|
01/01/2013 - 02/28/2013
|
$241,961.67
|
$28.00
|
9,761
|
$22,775.67
|
$264,737.34
|
03/01/2013 - 12/31/2014
|
$246,374.00
|
$28.00
|
9,761
|
$22,775.67
|
$269,149.67
|
01/01/2015 - 12/31/2017
|
$255,173.25
|
$29.00
|
9,761
|
$23,589.08
|
$278,762.33
|
|
|
|
|
STATE OF WASHINGTON
COUNTY OF KING
|
ss.
|
|
|
|
|
STATE OF WASHINGTON
COUNTY OF KING
|
ss.
|
|
||||||||
|
|
|
|
|
|
|
|
|
Period
|
Base Monthly Rent for Leased Premises
|
Reduced RSF of 2nd FL Premises
|
Annual Base Rent per RSF
|
Reduced Base Monthly Rent
|
RSF of 11th FL Exp. Premises
|
Annual Base Rent per RSF of 11th FL Exp.
Premises
|
Base Monthly Rent of 11th FL Exp. Premises
|
Total Base Monthly Rent
|
12/01/2012 - 12/31/2012
|
$255,282.25
|
N/A
|
N/A
|
N/A
|
9,550
|
Gratis
|
Gratis
|
$255,282.25
|
01/01/2013 - 02/28/2013
|
$264,737.34
|
-5
|
$28.00
|
($11.670)
|
9,550
|
Gratis
|
Gratis
|
$264,725.67
|
03/01/2013 - 12/31/2014
|
$269,149.67
|
-5
|
$28.00
|
($11.670)
|
9,550
|
$28.00
|
$22,283.33
|
$291,421.33
|
01/01/2015 - 12/31/2017
|
$278,762.33
|
-5
|
$29.00
|
($12.080)
|
9,550
|
$29.00
|
$23,079.17
|
$301,829.42
|
|
|
|
|
Lessee:
HOMESTREET BANK, a Washington state-chartered savings bank
By
Title:
Date:
|
Lessor:
UNION SQUARE LIMITED LIABILITY COMPANY, a Washington limited liability company
By: Washington Real Estate Holdings, LLC, a Washington limited liability company, its Manager
By
Mark Barbieri- Executive Vice
President
Date:
|
|
|
|
|
STATE OF WASHINGTON
COUNTY OF KING
|
ss.
|
|
|
|
|
STATE OF WASHINGTON
COUNTY OF KING
|
ss.
|
|
|||||
|
|
|
|
|
|
Period
|
Base Monthly Rent for Leased Premises
|
Annual Base Rent per RSF of Expansion Premises
|
RSF of Expansion Premises
|
Base Monthly Rent of Expansion Premises
|
Total Base Monthly Rent
|
8th Floor Premises Commencement Date - 12/31/2014
|
$291,421.33
|
$28.00
|
5,138
|
$11,988.67
|
$303,410.00
|
01/01/2015 - 12/31/2017
|
$301,829.42
|
$29.00
|
5,138
|
$12,416.83
|
$314,246.25
|
|
|
|
|
Lessee:
HOMESTREET BANK, a Washington state-chartered savings bank
By
Title:
Date:
|
Lessor:
UNION SQUARE LIMITED LIABILITY COMPANY, a Washington limited liability company
By: Washington Real Estate Holdings, LLC, a Washington limited liability company, its Manager
By
Mark Barbieri- Executive Vice
President
Date:
|
|
|
|
|
STATE OF WASHINGTON
COUNTY OF KING
|
ss.
|
|
|
|
|
STATE OF WASHINGTON
COUNTY OF KING
|
ss.
|
|
|
|
|
NAME OF BUILDING:
|
_______ Union Square
|
|
|
|
|
||
NAME OF LESSEE:
|
-___________________
|
||
|
|
|
|
LEASED PREMISES:
|
__________________
|
|
|
|
|
|
|
Period
|
Base Monthly Rent
|
|
|
|
|
|
|||||
|
|
|
|
|
|
Period
|
Base Monthly Rent for Leased Premises
|
Annual Base Rent per RSF of Expansion Premises
|
RSF of Expansion Premises
|
Base Monthly Rent of Expansion Premises
|
Total Base Monthly Rent
|
Suite 810 Expansion Commencement Date - 12/31/2014
|
$303,410.00
|
$28.00
|
9,326
|
$21,760.67
|
$325,170.67
|
01/01/2015 - 12/31/2017
|
$314,246.25
|
$29.00
|
9,326
|
$22,537.83
|
$336,784.08
|
|
|
|
|
Lessee:
HOMESTREET BANK, a Washington state-chartered savings bank
By
Title:
Date:
|
Lessor:
UNION SQUARE LIMITED LIABILITY COMPANY, a Washington limited liability company
By: Washington Real Estate Holdings, LLC, a Washington limited liability company, its Manager
By
Mark Barbieri- Executive Vice
President
Date:
|
|
|
|
|
STATE OF WASHINGTON
COUNTY OF KING
|
ss.
|
|
|
|
|
STATE OF WASHINGTON
COUNTY OF KING
|
ss.
|
|
|
|
|
NAME OF BUILDING:
|
_______ Union Square
|
|
|
|
|
||
NAME OF LESSEE:
|
-___________________
|
||
|
|
|
|
LEASED PREMISES:
|
__________________
|
|
|
|
|
|
|
Period
|
Base Monthly Rent
|
|
|
|
|
|
|||||
|
|
|
|
|
|
Period
|
Base Monthly Rent for Leased Premises
|
Annual Base Rent per RSF of Expansion Premises
|
RSF of Expansion Premises
|
Base Monthly Rent of Expansion Premises
|
Total Base Monthly Rent
|
08/01/2013 - 12/31/2014
|
$325,170.67
|
$28.00
|
5,908
|
$13,785.33
|
$338,956.00
|
01/01/2015 - 12/31/2017
|
$336,784.08
|
$29.00
|
5,908
|
$14,277.67
|
$351,061.75
|
|
|
|
|
Lessee:
HOMESTREET BANK, a Washington state-chartered savings bank
By
Title:
Date:
|
Lessor:
UNION SQUARE LIMITED LIABILITY COMPANY, a Washington limited liability company
By: Washington Real Estate Holdings, LLC, a Washington limited liability company, its Manager
By
Mark Barbieri- Executive Vice
President
Date:
|
|
|
|
|
STATE OF WASHINGTON
COUNTY OF KING
|
ss.
|
|
|
|
|
STATE OF WASHINGTON
COUNTY OF KING
|
ss.
|
|
|
|
|
NAME OF BUILDING:
|
_______ Union Square
|
|
|
|
|
||
NAME OF LESSEE:
|
-___________________
|
||
|
|
|
|
LEASED PREMISES:
|
__________________
|
|
|
|
|
|
|
Period
|
Base Monthly Rent
|
|
|
|
|
|
|
|
|
|
It is not a federally-insured institution or an affiliate or subsidiary of a federally-insured institution.
|
|
|
|
X
|
|
It is a federally-insured institution or an affiliate or subsidiary of a federally-insured institution. If Lender has checked this section, then Lender agrees to the representations and warranties described in the “Master Agreement Terms and Conditions” section of the Selling Guide.
|
|
|
|
By:
|
|
/s/ David Battany
|
|
|
David Battany
|
|
|
Director/Assistant Vice President
|
|
|
|
Agreed, acknowledged and accepted.
|
||
|
||
HOMESTREET BANK
|
||
|
|
|
By:
|
|
/s/ Curt Byers
|
Name:
|
|
Curt Byers
|
Title:
|
|
V.P. HOMESTREET BANK
|
Date:
|
|
3/19/2010
|
|
|
|
Lender Name
|
|
HomeStreet Bank
|
|
|
|
Lender Number
|
|
20722-000-0
|
|
|
|
Delivery Term:
|
|
Second
|
|
|
|
Effective Date of Delivery Term:
|
|
April 1, 2010
|
|
|
|
Expiration Date of Delivery Term:
|
|
March 31, 2012
|
|
|
|
Agreed Amount for Delivery Term:
|
|
$2,550,000,000.00 (Optional)
|
1.
|
Lender represents and warrants that Mortgages delivered pursuant to a Variance, Special Requirement or nonstandard MBS Contract term contained in this Master Agreement comply with all provisions of the applicable Variance, Special Requirement or nonstandard MBS Contract term.
|
2.
|
Lender must enter all SFC(s) required by the Selling Guide, in addition to any additional SFC(s) specified in this Master Agreement.
|
3.
|
In addition to any additional LLPA(s) specified in this Master Agreement, Lender must pay all LLPA(s) required by the Selling Guide, unless otherwise specified.
|
4.
|
Mortgages may be sold to Fannie Mae as cash deliveries or as MBS pool deliveries, unless otherwise specified.
|
5.
|
For a Mortgage to be included in an MBS pool, the origination date LTV may not exceed 100%, unless otherwise specified.
|
6.
|
Mortgages originated pursuant to a Variance must be first lien, conventional Mortgages, unless otherwise specified.
|
7.
|
Lender agrees not to use Fannie Mae’s name in any advertising distribution, publication or communication to any third party of any Variance or other provision of this Master Agreement.
|
8.
|
If a provision of this Master Agreement permits a type of loan that has additional requirements per the Selling Guide (e.g., lender approval for cooperative share loans), then those Selling Guide requirements still apply unless otherwise stated.
|
9.
|
Variance Mortgages may not be originated in combination with any other Variances contained in this Master Agreement without Fannie Mae’s prior written approval, unless specifically permitted in a particular Variance.
|
10.
|
Unless otherwise specified, any Variance, Special Requirement or nonstandard MBS Contract may be amended or terminated with reasonable notice to Lender, which in many cases will be at least 90 days, in accordance with the provisions of the Selling Guide. Additionally, Fannie Mae reserves the right to rescind or modify any of the terms of any Variance, Special Requirement or nonstandard MBS Contract in connection with the renewal or extension of this Master Agreement or upon reasonable notice to Lender, unless otherwise specified.
|
11.
|
If Mortgages with IO features are eligible for origination under the terms of a Variance, then such IO Mortgages are subject to the IO eligibility requirements per the Selling Guide, if more restrictive than the Variance, unless the Variance specifically provides that the Variance eligibility requirements supersede the Selling Guide requirements for IO Mortgages.
|
12.
|
Trademarks are the property of their respective owners. Fannie Mae trademarks are identified at: www.fanniemae.com/legal/trademarks.jhtml?p=Legal&t=Trademarks
|
|
|
|
|
|
ARM:
|
|
adjustable-rate mortgage loan
|
||
|
|
Additional ARM Definitions:
|
||
|
|
ARM Type
|
|
|
|
|
6/6 ARM
|
|
Standard Fannie Mae ARM plans with a six-month IFRP, followed by interest rate adjustments every 6 months
|
|
|
1/1 ARM
|
|
Standard Fannie Mae ARM plans with a one-year IFRP, followed by interest rate adjustments every 12 months.
|
|
|
3/1 ARM
|
|
Standard Fannie Mae ARM plans with a three-year IFRP, followed by interest rate adjustments every 12 months.
|
|
|
3/3 ARM
|
|
Standard Fannie Mae ARM plans with a three-year IFRP, followed by interest rate adjustments every 36 months.
|
|
|
5/1 ARM
|
|
Standard Fannie Mae ARM plans with a five-year IFRP, followed by interest rate adjustments every 12 months.
|
|
|
7/1 ARM
|
|
Standard Fannie Mae ARM plans with a seven-year IFRP, followed by interest rate adjustments every 12 months.
|
|
|
10/1 ARM
|
|
Standard Fannie Mae ARM plans with a 10-year IFRP, followed by interest rate adjustments every 12 months.
|
|
|
COFI ARM
|
|
Standard Fannie Mae ARM plans with interest rate adjustments tied to a “cost of funds” index, as defined in the Glossary to the Selling Guide.
|
|
|
LIBOR ARM
|
|
Standard Fannie Mae ARM plans with interest rate adjustments tied to the London Interbank Offered Rate index, as defined in the Glossary to the Selling Guide.
|
|
|
TREASURY ARM
|
|
Standard Fannie Mae ARM plans with interest rate adjustments tied to the Treasury Index, as defined in the Glossary to the Selling Guide.
|
All Standard Fannie Mae ARM Plans:
|
|
All standard Fannie Mae MBS ARM Plans, plus all standard plans available for whole loan sale only, per the Selling Guide
|
||
AUS
|
|
automated underwriting system
|
||
bp:
|
|
basis point
|
||
CLTV:
|
|
combined loan-to-value ratio
|
||
Condo:
|
|
Unit in a condominium project
|
||
Coop:
|
|
Unit in a cooperative project
|
||
Coop Loan:
|
|
Loan secured by a coop; cooperative share loan
|
|
|
|
|
|
COR:
|
|
cash-out refinance transaction
|
||
DO®:
|
|
Desktop Originator®
|
||
DTI ratio:
|
|
Total “debt-to-income” ratio
|
||
DU®:
|
|
Desktop Underwriter®
|
||
EA:
|
|
Fannie Mae’s “Expanded Approval®” mortgage product
|
||
FA-ARM:
|
|
Fully amortizing ARM
|
||
FA-FRM:
|
|
Fully amortizing FRM
|
||
FICO:
|
|
credit score; the classic FICO score developed by Fair, Isaac, and Company, Inc.
|
||
Form 1003:
|
|
Uniform Residential Loan Application
|
||
Form 1004:
|
|
Uniform Residential Appraisal Report
|
||
Form 1073:
|
|
Individual Condominium Unit Appraisal Report
|
||
FRM:
|
|
fixed-rate mortgage loan
|
||
Guides:
|
|
The Selling Guide and the Servicing Guide
|
||
HCLTV:
|
|
home equity combined loan-to-value ratio
|
||
HUD-1:
|
|
HUD-1 uniform settlement statement
|
||
IFRP:
|
|
initial fixed-interest rate period of an ARM
|
||
IO:
|
|
interest-only feature
|
||
IO-FRM:
|
|
FRM with IO
|
||
IO-ARM:
|
|
ARM with IO
|
||
LCOR:
|
|
limited cash-out refinance transaction
|
||
LLPA:
|
|
loan-level price adjustment
|
||
LPMI:
|
|
lender-purchased mortgage insurance
|
||
LTV:
|
|
loan-to-value ratio
|
||
MCM:
|
|
Fannie Mae’s MyCommunityMortgageTM products
|
||
MI:
|
|
private primary mortgage insurance
|
||
MSSC:
|
|
The “Mortgage Selling and Servicing Contract” executed by and between Fannie Mae and Lender, unless otherwise specified
|
||
OPB:
|
|
original principal balance
|
||
P&I:
|
|
principal and interest
|
||
PITI:
|
|
principal, interest, taxes, and insurance
|
||
PIW:
|
|
Property Inspection Waiver, which is a fieldwork recommendation offered by Fannie Mae through DU and the Automated Property Service (APS) that results in an offer to waive the property inspection and appraisal for certain lower risk transactions
|
||
Selling Guide:
|
|
Fannie Mae’s Selling Guide, as modified, amended or supplemented from time to time
|
||
Servicing Guide:
|
|
Fannie Mae’s Servicing Guide, as modified, amended or supplemented from time to time
|
||
SFC:
|
|
Special Feature Code
|
||
SFR:
|
|
Single-family residence
|
||
Standard MI:
|
|
MI at the level required by the Selling Guide at the time of delivery of the Mortgage
|
||
TPO:
|
|
Third party originations: includes both Broker and Correspondent loans
|
||
UPB:
|
|
unpaid principal balance
|
||
Variance Mortgage
|
|
As used in any Variance, mortgages delivered pursuant to such Variance
|
|
|
|
VAR #
|
|
Title
|
|
|
|
VAR 1
|
|
HomeStyle Renovation Mortgages - DISCONTINUED
|
|
|
|
VAR 2
|
|
Qualification of Loans with Non-Occupant Co-Borrowers
|
|
|
|
VAR 3
|
|
Energy Efficient Mortgages (EXPIRING) - DISCONTINUED
|
|
|
|
VAR 4
|
|
HomePath Mortgages - DISCONTINUED
|
|
|
|
VAR 5
|
|
HomePath Renovation Mortgages - DISCONTINUED
|
|
|
|
VAR 6
|
|
Deferred Student Loan Obligations (03/10 modified) - DISCONTINUED
|
|
|
|
VAR 7
|
|
HomeStyle Renovation Escrow (03/10) - DISCONTINUED
|
|
|
|
VAR 8
|
|
Brigham Young University Residential Leasehold Estates in Hawaii (03/10) - DISCONTINUED
|
|
|
|
VAR 9
|
|
Investor Channel Bulk Transaction Delivery Variance Deal Factory No. 20917; Cash Commitment Nos: 817025, 817026, 817027, 817028, 817029, 817030, 817031, 817032, 817033, and 817034. - DISCONTINUED
|
|
|
|
VAR 10
|
|
HomePath and HomePath Renovation Mortgages (EXPIRING) - DISCONTINUED
|
|
|
|
VAR 11
|
|
HomePath and HomePath Renovation Mortgages (EXPIRING) - DISCONTINUED
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VAR 12
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HomePath and HomePath Renovation Mortgages
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VAR 13
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HomeStyle Renovation Mortgages (04/2010)
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Title (Version):
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Qualification of Loans with Non-Occupant Co-Borrowers (05/2010)
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Description:
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Lender may sell Mortgages in which a non-occupying co-borrower’s income was considered as acceptable qualifying income without requiring that the occupant-borrower also qualify based solely on the occupant borrower’s income, subject to the following:
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requirements apply.
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VAR 12
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HomePath and HomePath Renovation Mortgages
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Title (Version):
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HomePath and HomePath Renovation Mortgages (02/2011)
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Description:
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Lender may sell Mortgages originated under Fannie Mae’s HomePath (“HomePath Mortgages”) and HomePath Initiative secured by properties that require moderate renovation (“HomePath Renovation Mortgages”). HomePath Renovation Mortgages are not HomeStyle® Renovation mortgages. The only HomeStyle Renovation requirements that apply to HomePath Renovation Mortgages are those relating to the actual renovation process, as described in the “HomeStyle Renovation Requirements: Limitation of Applicability” section below. All eligibility, underwriting, mortgage origination, delivery and pricing requirements applicable to HomePath and HomePath Renovation Mortgages are per this Variance.
HomePath and HomePath Renovation Mortgages are subject to the following terms and conditions:
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PART A.
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HomePath Mortgages
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ELIGIBILITY REQUIREMENTS
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Eligibility: General
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Mortgages must meet the following eligibility requirements:
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Standard per Desktop Underwriter (“DU”) except as provided below.
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Maximum
LTV/CLTV/HCLTV (%)
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Maximum LTV/CLTV/HCLTV for Mortgages with interest-only features (“IO”) is per Selling Guide.
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Maximum LTV/CLTV/HCLTV for fully amortizing Mortgages (“non-IO”) is per Selling Guide, except as follows:
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90/90/90 for 1-unit investment properties.
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80/80/80 for 2-unit investment properties.
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75/75/75 for 2-4 unit investment properties where the borrower owns 5-10 financed properties as described in the “Eligibility Matrix” on the efanniemae.com website.
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* Max CLTV is 105% if the mortgage is part of a Community Seconds transaction.
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All high balance Mortgages (including 1-4 unit investment properties) are subject to minimum credit score and maximum LTV/CLTV/HCLTV requirements per Selling Guide.
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MCM mortgages are not eligible.
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Loan Purpose
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Purchase only.
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Mortgage
Products/Features
(including Amortization
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All standard FRM and ARM products per Selling Guide are eligible.
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Housing Goals Data
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Lender is required to report all applicable Housing Goals data. If no appraisal is obtained, then Lender should use the information from the property description on www.homepath.com.
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For investment properties occupied by renters, Lender must report the current rental income at delivery, even if the rental income was not used to qualify the borrower.
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If the property is vacant and rental data is unavailable, Lender must deliver the loans as “missing” for the relevant housing goals fields, and subsequently contact their Account Team to submit a Housing Goals Data Waiver Request for the missing fields.
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Selling Representations and Warranties
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Lender makes all selling representations and warranties per the Selling Guide, as modified by this Variance.
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Effective Date for Sale of Variance Mortgages
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This Variance will be effective for whole loans purchased on or after February 1, 2011 and for loans delivered into MBS pools with issue dates on or after February 1, 2011.
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ELIGIBILITY REQUIREMENTS
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Maximum LTV/CLTV/HCLTV (%)
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Maximum LTV/CLTV/HCLTV are the same as applicable to HomeStyle Renovation mortgages, except:
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97/97/97 for 1 -unit principal residence.*
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85/85/85 for 1-unit investment properties
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75/75/75 for 2-4 unit investment properties
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*Max CLTV is 105% if the mortgage is part of a Community Seconds transaction.
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Property Types
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When the security property is a unit in a condominium (or cooperative) project, the project must be one for which the proposed renovation work is permissible under the bylaws of the owners’ association (or cooperative corporation) or one for which the owners’ association (or cooperative corporation) has given written approval for the renovation work. The renovation work for a condominium or cooperative unit must be limited to the interior of the unit (including the installation of fire walls in the attic).
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Manufactured homes are ineligible.
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Mortgage Products/Features
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Eligible:
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All standard fully amortizing FRMs and 30-year ARM
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of Applicability
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applicable to Fannie Mae’s HomeStyle Renovation mortgages relating to the actual renovation process apply, including holdbacks, renovation escrow, disbursement, contingency reserve, change orders, sweat equity and insurance, except as otherwise specified in this Variance, the HomePath Documents or as described below:
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Total Cost. The total renovation costs may not exceed the lesser of 35% of the “as completed” appraised value or $35,000.00.
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No Recourse. If the HomePath Renovation Mortgage becomes delinquent during the renovation period, there is no automatic recourse to Lender as there is for HomeStyle Renovation mortgages, and Lender is not required to code the HomePath Renovation Mortgage with SFC “001.” However all of Lender’s standard selling representations and warranties apply to HomePath Renovation Mortgages.
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Mortgage Payments During Renovation Period. Lender may not escrow for any mortgage payments that may come due during the renovation period.
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all Mortgages with LTVs of 95% or more, and
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all Mortgages secured by 2-4 unit properties, regardless of LTV.
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Verification of Completion. Lender must provide Fannie Mae with verification of completion of the renovation upon request of Fannie Mae.
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DESKTOP UNDERWRITER
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Required
Recommendation Levels
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Any of the following:
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EA-I
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(1)
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LLPAs applicable to HomePath Mortgages and HomePath Renovation Mortgages with no MI, in addition to all applicable LLPAs per Selling Guide and this Attachment 1:
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LTV
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LLPA
(No MI)
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80.01-85%
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[***]%
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85.01-90%
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[***]%
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90.01-95%
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[***]%
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95.01-97%
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[***]%
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(2)
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LLPAs applicable to HomePath Mortgages and HomePath Renovation Mortgages secured by investment properties. This is in lieu of the LLPA applicable to mortgages secured by investment properties per the Selling Guide, but is in addition to all other applicable LLPAs per Selling Guide and this Attachment 1:
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Representative
Credit Scores
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<=70.00
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70:01 - 75.00%
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75.01 - 80.00%
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80.01 - 90.00%
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SFC
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> = 740
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[***]%
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[***]%
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[***]%
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057 and 058
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<740
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[***]%
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[***]%
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[***]%
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[***]%
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057 and 058
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Title (Version):
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HomeStyle ® Renovation Mortgages (04/2010)
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Description:
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Lender is approved to sell HomeStyle Renovation Mortgages per the Selling Guide.
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Title
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SR 1 Lender Scheduled/Scheduled Remittances (04/10)
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Lender: HomeStreet Bank
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Lender Number: 20722-000-0
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Eligible Products:
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10, 15, 20, 25, 30, 40 year fixed-rate mortgages
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Guaranty Fee:
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[***] Basis Points (10yr, 15yr FRM)
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[***] Basis Points (20yr, 25yr, 30yr, 40yr FRM)
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[***] Basis Points (30yr, 40yr IO FRM)
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Maximum Amount of Pool Purchase Transactions for Delivery during Second Delivery Term:
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$1,250,000,000.00
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Original First and Last Issue Date for Pools formed under this Contract:
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April 1, 2010 - June 1, 2011
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First Issue Date for Pools formed under this amended Contract:
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April 1, 2011
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Servicing Option:
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Special
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Buyup/Buydown Grid:
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Early (See additional terms in the MBS Guaranty Fee and Buyup/Buydown Information on the Fixed- Rate Product Attachment.)
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Mortgage Type:
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Conventional
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Remittance Cycle:
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Standard
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Seasoning Requirements:
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Current
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Special Feature Codes:
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Per the Selling Guide and applicable attachments under the “Variances” and “Special Requirements” tabs of the Master Agreement.
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The Guaranty Fee adjustment for the MBS Express or RPM remittance cycle, if applicable, may be changed by Fannie Mae from time to time and will be effective 60 days after notice to Lender.
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Only FRMS and IO FRMS must be delivered under this MBS Contract. All other Mortgage products are ineligible.
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Lender: HomeStreet Bank
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Lender Number: 20722-000-0
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Eligible Products:
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Adjustable-Rate Conventional Mortgages
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Plan Number(s):
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03505, 00659, 00660, 00661, 02238, 02699, 02724, 02725, 02737, 03128, 03252 (only those listed above are eligible under this contract - for more details, see the Standard ARM Plan Matrix on efanniemae.com or, if applicable, the instructions in the Additional Terms section)
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Guaranty Fee:
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[***] Basis Point (30yr, 40yr ARM)
[***] Basis Points (30yr “IO” ARM)
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Maximum Amount of Pool Purchase Transactions for Delivery during Second Delivery Term:
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$60,000,000.00
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Original First and Last Issue Date for Pools formed under this Contract:
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April 1, 2010 - June 1, 2011
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First Issue Date for Pools formed under this amended Contract:
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April 1, 2011
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Servicing Option:
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Special
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Buyup/Buydown Grid:
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Early (See additional terms in the MBS Guaranty Fee and Buyup/Buydown Information in the Preamble section.)
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Mortgage Type:
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Conventional
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Pooling Structure:
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ARM Flex
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Remittance Cycle:
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Standard
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Seasoning Requirements:
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Current
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Conversion Option:
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N/A
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Special Feature Codes:
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Per the Selling Guide and applicable attachments under the “Variances” and “Special Requirements” tabs of the Master Agreement.
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The Guaranty Fee adjustment for the MBS Express or RPM remittance cycle, if applicable, may be changed by Fannie Mae from time to time and will be effective 60 days after notice to Lender.
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Only ARMS and IO ARMS must be delivered under this MBS Contract. All other Mortgage products are ineligible.
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Subject
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Master Agreement No:
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ML02783
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Delivery Term:
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Second
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Master Agreement Amendment No.:
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Amendment 9
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Lender No.:
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20722-000-0
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1.
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Amended term:
Instructions:
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Amend the agreement amount and expiration date for the Master Agreement.
In your Master Agreement, replace the following titled sections:
EXHIBIT 1 TO MASTER AGREEMENT ML02783.
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By:
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/s/ Colette Porter
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Colette Porter
Director/Assistant Vice President
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Agreed, acknowledged and accepted.
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HOMESTREET BANK
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By:
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/s/ Curt Byers
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Name:
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Curt Byers
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Title:
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Vice President
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Date:
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3/28/2011
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1.
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I have reviewed this annual report on Form 10-K for the year ended December 31, 2019 of HomeStreet, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Dated:
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March 6, 2020
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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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I have reviewed this annual report on Form10-K for the year ended December 31, 2019 of HomeStreet, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Dated:
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March 6, 2020
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By:
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/s/ Mark R. Ruh
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Mark R. Ruh
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Executive Vice President, Chief Financial Officer and Principal Accounting Officer
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1.
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The Annual Report on Form 10-K for the year ended December 31, 2019 (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 6, 2020
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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, 2019 (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 6, 2020
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By:
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/s/ Mark R. Ruh
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Mark R. Ruh
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Executive Vice President, Chief Financial Officer and Principal Accounting Officer
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