[X]
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Quarterly Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934
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[ ]
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Maryland
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46-5429062
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(State or Other Jurisdiction of
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(I.R.S. Employer
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Incorporation or Organization)
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Identification Number)
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Large accelerated filer [ ]
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Accelerated filer [ ]
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Non-accelerated filer [X]
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Smaller reporting company [ ]
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(Do not check if smaller reporting company)
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Item 1.
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Page No.
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Item 2.
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Item 3.
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Item 4.
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Part II. Other Information
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Item 1.
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Item 1A.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Signature Page
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September 30,
2015 |
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December 31, 2014
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||||
(In thousands, except share data)
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Assets
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||||
Cash and due from banks
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$
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9,447
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$
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15,345
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Short-term investments
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11,533
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44,801
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Total cash and cash equivalents
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20,980
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60,146
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Securities available for sale, at fair value
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231,697
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416,447
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Securities held to maturity, at amortized cost
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197,632
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—
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Federal Home Loan Bank stock, at cost
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11,702
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11,702
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Loans held for sale
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21,423
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14,591
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Loans, net of allowance for loan losses of $15,082 at September 30, 2015 and $12,973 at December 31, 2014
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1,352,120
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1,132,914
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Premises and equipment, net
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19,485
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18,788
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Accrued interest receivable
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5,174
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4,433
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Goodwill
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9,160
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9,160
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Core deposit intangible
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2,991
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4,232
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Net deferred tax asset
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8,368
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6,233
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Bank-owned life insurance
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31,358
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30,595
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Other assets
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22,348
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18,907
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Total assets
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$
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1,934,438
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$
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1,728,148
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Liabilities and Stockholders' Equity
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Deposits:
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Non-interest bearing
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$
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146,479
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$
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123,392
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Interest bearing
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1,198,479
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1,089,324
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Total deposits
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1,344,958
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1,212,716
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Short-term borrowings
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115,000
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40,000
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Long-term debt
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45,000
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35,000
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Accrued expenses and other liabilities
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21,868
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28,826
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Total liabilities
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1,526,826
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1,316,542
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Stockholders' Equity:
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Preferred stock, zero par value, (50,000,000 shares authorized; none issued and outstanding)
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—
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—
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Common Stock, $0.01 par value, (100,000,000 shares authorized; 28,150,313 and 28,466,813 issued and outstanding at September 30, 2015 and December 31, 2015, respectively)
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282
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285
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Additional paid-in capital
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276,730
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281,035
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Unearned compensation-ESOP
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(21,445
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)
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(22,014
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)
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Retained earnings
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153,969
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149,723
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Accumulated other comprehensive income (loss)
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(1,924
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)
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2,577
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Total stockholders' equity
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407,612
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411,606
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Total liabilities and stockholders' equity
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$
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1,934,438
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$
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1,728,148
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Three Months Ended September 30,
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Nine Months Ended September 30,
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2015
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2014
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2015
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2014
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(In thousands, except share amounts)
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Interest and dividend income:
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Interest and fees on loans
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$
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11,509
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$
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9,725
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$
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32,695
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$
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27,175
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Interest on securities
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2,227
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1,892
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6,600
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5,832
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Dividends
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1,673
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1,388
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1,885
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1,673
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Other
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9
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65
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50
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110
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Total interest and dividend income
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15,418
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13,070
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41,230
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34,790
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Interest expense:
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Interest on deposits
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1,926
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1,376
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5,434
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4,075
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Interest on borrowings
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287
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275
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811
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905
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Total interest expense
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2,213
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1,651
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6,245
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4,980
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Net interest and dividend income
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13,205
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11,419
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34,985
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29,810
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Provision for loan losses
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1,318
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1,438
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2,141
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3,111
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Net interest income, after provision for loan losses
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11,887
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9,981
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32,844
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26,699
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Non-interest income:
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Deposit account fees
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319
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337
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987
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971
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Interchange and ATM fees
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430
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390
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1,133
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1,046
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Mortgage banking
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52
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341
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236
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484
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Loan level derivative income
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513
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296
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1,287
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503
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Gains on sales and calls of securities, net
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238
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349
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1,823
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2,081
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Bank-owned life insurance income
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258
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250
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763
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745
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Pension curtailment gain
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—
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1,304
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—
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1,304
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Miscellaneous
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(116
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)
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|
107
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|
126
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|
179
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||||
Total non-interest income
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1,694
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3,374
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6,355
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7,313
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Non-interest expense:
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Salaries and employee benefits
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5,591
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5,424
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16,721
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15,765
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Occupancy and equipment
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1,617
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1,150
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4,579
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4,049
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Data processing
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939
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805
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2,601
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2,111
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Professional fees
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610
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694
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1,909
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2,976
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Advertising
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620
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815
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1,682
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1,774
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FDIC deposit insurance
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262
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360
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|
807
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734
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Directors’ fees
|
112
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|
150
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329
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|
456
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Amortization of core deposit intangible
|
390
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|
485
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1,241
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1,347
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Charitable foundation contribution
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—
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7,000
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—
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7,000
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Other general and administrative
|
707
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|
865
|
|
|
2,265
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|
|
2,454
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|
||||
Total non-interest expense
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10,848
|
|
|
17,748
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|
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32,134
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|
|
38,666
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Income (loss) before income taxes
|
2,733
|
|
|
(4,393
|
)
|
|
7,065
|
|
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(4,654
|
)
|
||||
Provision (benefit) for income taxes
|
923
|
|
|
(1,435
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)
|
|
2,250
|
|
|
(1,726
|
)
|
||||
Net income (loss)
|
$
|
1,810
|
|
|
$
|
(2,958
|
)
|
|
$
|
4,815
|
|
|
$
|
(2,928
|
)
|
|
|
|
|
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|
||||||||
Earnings per common share:
|
|
|
|
|
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|
||||||||
Basic
|
$
|
0.07
|
|
|
n/a
|
|
|
$
|
0.18
|
|
|
n/a
|
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||
Diluted
|
$
|
0.07
|
|
|
n/a
|
|
|
$
|
0.18
|
|
|
n/a
|
|
||
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
26,183,381
|
|
|
n/a
|
|
|
26,250,065
|
|
|
n/a
|
|
||||
Diluted
|
26,183,381
|
|
|
n/a
|
|
|
26,250,065
|
|
|
n/a
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(In thousands)
|
||||||||||||||
Net income (loss)
|
$
|
1,810
|
|
|
$
|
(2,958
|
)
|
|
$
|
4,815
|
|
|
$
|
(2,928
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Securities available for sale:
|
|
|
|
|
|
|
|
||||||||
Net unrealized holding gains (losses)
|
(4,508
|
)
|
|
(3,911
|
)
|
|
(5,139
|
)
|
|
5,846
|
|
||||
Reclassification adjustment for net gains realized in net income (1)
|
(234
|
)
|
|
(349
|
)
|
|
(1,819
|
)
|
|
(2,081
|
)
|
||||
Reclassification of unrealized gains on securities transferred to held-to-maturity
|
(666
|
)
|
|
—
|
|
|
(666
|
)
|
|
—
|
|
||||
Net change in unrealized gains and losses
|
(5,408
|
)
|
|
(4,260
|
)
|
|
(7,624
|
)
|
|
3,765
|
|
||||
Tax effect
|
1,887
|
|
|
1,539
|
|
|
2,691
|
|
|
(1,479
|
)
|
||||
Net-of-tax amount
|
(3,521
|
)
|
|
(2,721
|
)
|
|
(4,933
|
)
|
|
2,286
|
|
||||
Securities held to maturity:
|
|
|
|
|
|
|
|
||||||||
Reclassification of unrealized gains on securities transferred from available-for-sale
|
666
|
|
|
—
|
|
|
666
|
|
|
—
|
|
||||
Amortization of amounts previously recorded upon transfer from available-for-sale (2)
|
(35
|
)
|
|
—
|
|
|
(35
|
)
|
|
—
|
|
||||
Net change in unrealized gains
|
631
|
|
|
—
|
|
|
631
|
|
|
—
|
|
||||
Tax effect
|
(252
|
)
|
|
—
|
|
|
(252
|
)
|
|
—
|
|
||||
Net-of-tax amount
|
379
|
|
|
—
|
|
|
379
|
|
|
—
|
|
||||
Defined benefit pension plan:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Reclassification adjustment for net actuarial loss (gain) recognized in net periodic benefit cost (3)
|
27
|
|
|
(70
|
)
|
|
83
|
|
|
(70
|
)
|
||||
Actuarial losses arising during the period
|
—
|
|
|
(732
|
)
|
|
—
|
|
|
(732
|
)
|
||||
Net change in actuarial losses
|
27
|
|
|
(802
|
)
|
|
83
|
|
|
(802
|
)
|
||||
Tax effect
|
(8
|
)
|
|
320
|
|
|
(30
|
)
|
|
320
|
|
||||
Net-of-tax amount
|
19
|
|
|
(482
|
)
|
|
53
|
|
|
(482
|
)
|
||||
Other comprehensive income (loss)
|
(3,123
|
)
|
|
(3,203
|
)
|
|
(4,501
|
)
|
|
1,804
|
|
||||
Comprehensive income (loss)
|
$
|
(1,313
|
)
|
|
$
|
(6,161
|
)
|
|
$
|
314
|
|
|
$
|
(1,124
|
)
|
(1)
|
Amounts are included in gains on sales of securities available for sale, net, in non-interest income in the consolidated statements of operations. Income tax expense associated with the reclassification adjustments for the three months ended
September 30, 2015
and
2014
was
$76,000
and
$125,000
, respectively. Income tax expense associated with the reclassification adjustment for the nine months ended September 30, 2015 and 2014 was
$640,000
and
$764,000
, respectively.
|
(2)
|
Amounts are included in interest income on securities in the consolidated statements of operations. Income tax expense associated with the amortization amounts for the three and nine months ended September 30, 2015 was
$14,000
.
|
(3)
|
Amounts are included in salaries and benefits expense in the consolidated statements of operations. Income tax benefit (expense) associated with the reclassification adjustments for the three months ended
September 30, 2015
and 2014 was
$8,000
and
$(24,000)
, respectively. Income tax benefit and (expense) associated with the reclassification adjustments for the nine months ended September 30, 2015 and 2014 was
$30,000
and
$(24,000)
, respectively.
|
|
Preferred
Stock
|
Common Stock
|
Additional paid-in capital
|
Unearned Compensation- ESOP
|
Retained
Earnings
|
Accumulated Other Comprehensive Income (Loss)
|
Total
|
||||||||||||||||
(In thousands, except share data)
|
Shares
|
Amount
|
|||||||||||||||||||||
Balance at December 31, 2013
|
$
|
18,724
|
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
150,345
|
|
$
|
2,465
|
|
$
|
171,534
|
|
Comprehensive income (loss)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(2,928
|
)
|
1,804
|
|
(1,124
|
)
|
|||||||
Issuance of common stock for initial public offering, net of expenses of $3,565
|
—
|
|
27,772,500
|
|
278
|
|
273,882
|
|
—
|
|
—
|
|
—
|
|
274,160
|
|
|||||||
Issuance of common stock to Blue Hills Bank Charitable Foundation
|
—
|
|
694,313
|
|
7
|
|
6,936
|
|
—
|
|
—
|
|
—
|
|
6,943
|
|
|||||||
Stock purchased by the ESOP
|
—
|
|
—
|
|
—
|
|
—
|
|
(22,773
|
)
|
—
|
|
—
|
|
(22,773
|
)
|
|||||||
ESOP shares committed to be released
|
—
|
|
—
|
|
—
|
|
108
|
|
380
|
|
—
|
|
—
|
|
488
|
|
|||||||
Redemption of SBLF preferred stock
|
(18,724
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(18,724
|
)
|
|||||||
Preferred stock dividends declared
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(438
|
)
|
—
|
|
(438
|
)
|
|||||||
Balance at September 30, 2014
|
—
|
|
28,466,813
|
|
$
|
285
|
|
$
|
280,926
|
|
$
|
(22,393
|
)
|
$
|
146,979
|
|
$
|
4,269
|
|
$
|
410,066
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance at December 31, 2014
|
$
|
—
|
|
28,466,813
|
|
$
|
285
|
|
$
|
281,035
|
|
$
|
(22,014
|
)
|
$
|
149,723
|
|
$
|
2,577
|
|
$
|
411,606
|
|
Comprehensive income (loss)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
4,815
|
|
(4,501
|
)
|
314
|
|
|||||||
ESOP shares committed to be released
|
—
|
|
—
|
|
—
|
|
213
|
|
569
|
|
—
|
|
—
|
|
782
|
|
|||||||
Common stock dividends paid ($0.02 per common share)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(569
|
)
|
—
|
|
(569
|
)
|
|||||||
Repurchase of common stock
|
—
|
|
(316,500
|
)
|
(3
|
)
|
(4,518
|
)
|
—
|
|
—
|
|
—
|
|
(4,521
|
)
|
|||||||
Balance at September 30, 2015
|
$
|
—
|
|
28,150,313
|
|
$
|
282
|
|
$
|
276,730
|
|
$
|
(21,445
|
)
|
$
|
153,969
|
|
$
|
(1,924
|
)
|
$
|
407,612
|
|
|
Nine Months Ended
|
||||||
|
September 30,
|
||||||
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Cash flows from operating activities:
|
|
|
|
||||
Net income (loss)
|
$
|
4,815
|
|
|
$
|
(2,928
|
)
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Provision for loan losses
|
2,141
|
|
|
3,111
|
|
||
Net amortization of securities
|
2,813
|
|
|
1,535
|
|
||
Gains on sales and calls of securities, net
|
(1,823
|
)
|
|
(2,081
|
)
|
||
Proceeds from sale of loans
|
24,307
|
|
|
8,751
|
|
||
Loans originated for sale
|
(23,500
|
)
|
|
(8,859
|
)
|
||
Gains on sale of residential loans, net
|
(236
|
)
|
|
(484
|
)
|
||
Net amortization of deferred loan origination costs and (discounts)
|
(130
|
)
|
|
441
|
|
||
Depreciation and amortization of premises and equipment
|
1,303
|
|
|
1,063
|
|
||
Amortization of core deposit intangible
|
1,241
|
|
|
1,347
|
|
||
Issuance of common stock to Charitable Foundation
|
—
|
|
|
6,943
|
|
||
Bank-owned life insurance income
|
(763
|
)
|
|
(745
|
)
|
||
ESOP expense
|
782
|
|
|
488
|
|
||
Pension curtailment gain
|
—
|
|
|
(1,304
|
)
|
||
Deferred tax expense (benefit)
|
274
|
|
|
(2,776
|
)
|
||
Net change in:
|
|
|
|
||||
Trading assets
|
—
|
|
|
750
|
|
||
Accrued interest receivable
|
(741
|
)
|
|
227
|
|
||
Other assets
|
(3,441
|
)
|
|
(4,909
|
)
|
||
Accrued expenses and other liabilities
|
(6,875
|
)
|
|
819
|
|
||
Net cash provided by operating activities
|
167
|
|
|
1,389
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Activity in securities available for sale:
|
|
|
|
||||
Purchases
|
(139,939
|
)
|
|
(167,474
|
)
|
||
Sales
|
91,197
|
|
|
171,254
|
|
||
Maturities/calls
|
5,632
|
|
|
8,660
|
|
||
Principal paydowns
|
23,211
|
|
|
16,013
|
|
||
Activity in securities held to maturity:
|
|
|
|
||||
Purchases
|
(8,074
|
)
|
|
—
|
|
||
Maturities/calls
|
3,000
|
|
|
—
|
|
||
Principal paydowns
|
4,108
|
|
|
—
|
|
||
Loan originations and purchases, net of paydowns
|
(236,228
|
)
|
|
(271,844
|
)
|
||
Proceeds from jumbo residential portfolio loan sale
|
7,608
|
|
|
16,457
|
|
||
Net purchases of premises and equipment
|
(2,000
|
)
|
|
(1,439
|
)
|
||
Purchase of FHLBB stock
|
—
|
|
|
(936
|
)
|
||
Cash provided by business combination, net of purchase price
|
—
|
|
|
151,587
|
|
||
Net cash used in investing activities
|
(251,485
|
)
|
|
(77,722
|
)
|
|
Nine Months Ended
|
||||||
|
September 30,
|
||||||
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Cash flows from financing activities:
|
|
|
|
||||
Net change in deposits, excluding brokered deposits
|
96,484
|
|
|
(4,429
|
)
|
||
Net change in brokered deposits
|
35,758
|
|
|
(32,918
|
)
|
||
Net change in short-term borrowings
|
75,000
|
|
|
(95,000
|
)
|
||
Repayment of long-term debt
|
10,000
|
|
|
(10,000
|
)
|
||
Net proceeds from issuance of common stock
|
—
|
|
|
274,160
|
|
||
Acquisition of common stock by ESOP
|
—
|
|
|
(22,773
|
)
|
||
Repurchase of common stock
|
(4,521
|
)
|
|
—
|
|
||
Common stock dividends paid
|
(569
|
)
|
|
—
|
|
||
Redemption of preferred stock
|
—
|
|
|
(18,724
|
)
|
||
Preferred stock dividends paid
|
—
|
|
|
(438
|
)
|
||
Net cash provided by financing activities
|
212,152
|
|
|
89,878
|
|
||
Net change in cash and cash equivalents
|
(39,166
|
)
|
|
13,545
|
|
||
Cash and cash equivalents at beginning of year
|
60,146
|
|
|
40,316
|
|
||
Cash and cash equivalents at end of year
|
$
|
20,980
|
|
|
$
|
53,861
|
|
Supplementary information:
|
|
|
|
||||
Interest paid
|
$
|
6,215
|
|
|
$
|
4,966
|
|
Income taxes paid, net of refunds
|
2,958
|
|
|
82
|
|
||
Amounts transferred from available-for-sale to held-to-maturity
|
196,958
|
|
|
—
|
|
||
Fair value of non-cash assets acquired
|
—
|
|
|
123,733
|
|
||
Fair value of liabilities assumed
|
—
|
|
|
275,320
|
|
||
Portfolio loans transferred to loans held for sale designation
|
20,669
|
|
|
18,218
|
|
|
September 30, 2015
|
||||||||||||||
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
||||||||
|
(In thousands)
|
||||||||||||||
Securities Available for Sale:
|
|
|
|
|
|
|
|
||||||||
Debt securities:
|
|
|
|
|
|
|
|
||||||||
Mortgage- and other asset-backed securities:
|
|
|
|
|
|
|
|
|
|||||||
Privately issued commercial mortgage-backed
|
$
|
14,291
|
|
|
$
|
4
|
|
|
$
|
(124
|
)
|
|
$
|
14,171
|
|
Other asset-backed
|
10,059
|
|
|
29
|
|
|
(69
|
)
|
|
10,019
|
|
||||
Total mortgage- and other asset-backed securities
|
24,350
|
|
|
33
|
|
|
(193
|
)
|
|
24,190
|
|
||||
State and political subdivisions
|
16,098
|
|
|
398
|
|
|
(25
|
)
|
|
16,471
|
|
||||
Financial services:
|
|
|
|
|
|
|
|
|
|||||||
Banks
|
21,289
|
|
|
202
|
|
|
(64
|
)
|
|
21,427
|
|
||||
Diversified financials
|
22,358
|
|
|
527
|
|
|
(46
|
)
|
|
22,839
|
|
||||
Insurance and REITs
|
15,293
|
|
|
39
|
|
|
(173
|
)
|
|
15,159
|
|
||||
Total financial services
|
58,940
|
|
|
768
|
|
|
(283
|
)
|
|
59,425
|
|
||||
Other corporate:
|
|
|
|
|
|
|
|
||||||||
Industrials
|
54,776
|
|
|
488
|
|
|
(845
|
)
|
|
54,419
|
|
||||
Utilities
|
31,220
|
|
|
62
|
|
|
(829
|
)
|
|
30,453
|
|
||||
Total other corporate
|
85,996
|
|
|
550
|
|
|
(1,674
|
)
|
|
84,872
|
|
||||
Total debt securities
|
185,384
|
|
|
1,749
|
|
|
(2,175
|
)
|
|
184,958
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Marketable equity securities:
|
|
|
|
|
|
|
|
||||||||
Mutual funds:
|
|
|
|
|
|
|
|
||||||||
Global equity
|
5,000
|
|
|
188
|
|
|
—
|
|
|
5,188
|
|
||||
Domestic community
|
3,216
|
|
|
102
|
|
|
(9
|
)
|
|
3,309
|
|
||||
Global asset allocation
|
40,456
|
|
|
27
|
|
|
(2,241
|
)
|
|
38,242
|
|
||||
Total marketable equity securities
|
48,672
|
|
|
317
|
|
|
(2,250
|
)
|
|
46,739
|
|
||||
Total securities available for sale
|
$
|
234,056
|
|
|
$
|
2,066
|
|
|
$
|
(4,425
|
)
|
|
$
|
231,697
|
|
|
September 30, 2015
|
||||||||||||||
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
||||||||
|
(In thousands)
|
||||||||||||||
Securities Held to Maturity:
|
|
|
|
|
|
|
|
||||||||
Debt securities:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury
|
$
|
646
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
647
|
|
Government-sponsored enterprises
|
29,285
|
|
|
116
|
|
|
—
|
|
|
29,401
|
|
||||
Government-sponsored mortgage-backed and collateralized mortgage obligations
|
151,357
|
|
|
748
|
|
|
(13
|
)
|
|
152,092
|
|
||||
SBA asset-backed securities
|
16,344
|
|
|
58
|
|
|
—
|
|
|
16,402
|
|
||||
Total securities held to maturity
|
$
|
197,632
|
|
|
$
|
923
|
|
|
$
|
(13
|
)
|
|
$
|
198,542
|
|
|
December 31, 2014
|
||||||||||||||
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
||||||||
|
(In thousands)
|
||||||||||||||
Securities Available for Sale:
|
|
|
|
|
|
|
|
||||||||
Debt securities:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury
|
$
|
13,037
|
|
|
$
|
182
|
|
|
$
|
—
|
|
|
$
|
13,219
|
|
Government-sponsored enterprises
|
26,335
|
|
|
131
|
|
|
(29
|
)
|
|
26,437
|
|
||||
Government-sponsored mortgage-backed and collateralized mortgage obligations
|
160,091
|
|
|
756
|
|
|
(294
|
)
|
|
160,553
|
|
||||
Other mortgage- and asset-backed securities:
|
|
|
|
|
|
|
|
||||||||
Privately issued commercial mortgage-backed securities
|
22,100
|
|
|
30
|
|
|
(201
|
)
|
|
21,929
|
|
||||
SBA asset-backed securities
|
27,765
|
|
|
308
|
|
|
(27
|
)
|
|
28,046
|
|
||||
Other asset-backed securities
|
16,235
|
|
|
—
|
|
|
(43
|
)
|
|
16,192
|
|
||||
Total other mortgage- and asset-backed securities
|
66,100
|
|
|
338
|
|
|
(271
|
)
|
|
66,167
|
|
||||
State and political subdivisions
|
15,619
|
|
|
567
|
|
|
(3
|
)
|
|
16,183
|
|
||||
Financial services:
|
|
|
|
|
|
|
|
|
|||||||
Banks
|
12,364
|
|
|
531
|
|
|
(6
|
)
|
|
12,889
|
|
||||
Diversified financials
|
15,796
|
|
|
354
|
|
|
(18
|
)
|
|
16,132
|
|
||||
Insurance and REITs
|
9,387
|
|
|
138
|
|
|
(9
|
)
|
|
9,516
|
|
||||
Total financial services
|
37,547
|
|
|
1,023
|
|
|
(33
|
)
|
|
38,537
|
|
||||
Other corporate:
|
|
|
|
|
|
|
|
||||||||
Industrials
|
34,408
|
|
|
681
|
|
|
(54
|
)
|
|
35,035
|
|
||||
Utilities
|
16,873
|
|
|
265
|
|
|
(120
|
)
|
|
17,018
|
|
||||
Total other corporate
|
51,281
|
|
|
946
|
|
|
(174
|
)
|
|
52,053
|
|
||||
Total debt securities
|
370,010
|
|
|
3,943
|
|
|
(804
|
)
|
|
373,149
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Marketable equity securities:
|
|
|
|
|
|
|
|
||||||||
Mutual funds:
|
|
|
|
|
|
|
|
||||||||
Global equity
|
5,000
|
|
|
623
|
|
|
—
|
|
|
5,623
|
|
||||
Domestic community
|
3,216
|
|
|
86
|
|
|
(5
|
)
|
|
3,297
|
|
||||
Global asset allocation
|
32,956
|
|
|
1,498
|
|
|
(76
|
)
|
|
34,378
|
|
||||
Total marketable equity securities
|
41,172
|
|
|
2,207
|
|
|
(81
|
)
|
|
43,298
|
|
||||
Total securities available for sale
|
$
|
411,182
|
|
|
$
|
6,150
|
|
|
$
|
(885
|
)
|
|
$
|
416,447
|
|
|
Available for Sale
|
|
Held to Maturity
|
||||||||||||
|
Amortized
Cost
|
|
Fair
Value
|
|
Amortized
Cost
|
|
Fair
Value
|
||||||||
|
(In thousands)
|
||||||||||||||
Within 1 year
|
$
|
4,223
|
|
|
$
|
4,235
|
|
|
$
|
5,060
|
|
|
$
|
5,062
|
|
After 1 year through 5 years
|
89,131
|
|
|
89,790
|
|
|
15,839
|
|
|
15,881
|
|
||||
After 5 years through 10 years
|
59,079
|
|
|
58,052
|
|
|
9,032
|
|
|
9,105
|
|
||||
After 10 years
|
8,601
|
|
|
8,691
|
|
|
—
|
|
|
—
|
|
||||
|
161,034
|
|
|
160,768
|
|
|
29,931
|
|
|
30,048
|
|
||||
Mortgage- and asset-backed securities and collateralized mortgage obligations
|
24,350
|
|
|
24,190
|
|
|
167,701
|
|
|
168,494
|
|
||||
|
$
|
185,384
|
|
|
$
|
184,958
|
|
|
$
|
197,632
|
|
|
$
|
198,542
|
|
|
September 30, 2015
|
||||||||||||||
|
Less Than Twelve Months
|
|
More Than Twelve Months
|
||||||||||||
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
||||||||
|
(In thousands)
|
||||||||||||||
Securities Available for Sale:
|
|
|
|
|
|
|
|
||||||||
Debt securities:
|
|
|
|
|
|
|
|
||||||||
Mortgage- and other asset-backed securities:
|
|
|
|
|
|
|
|
||||||||
Privately issued commercial mortgage- backed
|
$
|
(32
|
)
|
|
$
|
4,015
|
|
|
$
|
(92
|
)
|
|
$
|
7,941
|
|
Other asset-backed
|
(69
|
)
|
|
5,001
|
|
|
—
|
|
|
—
|
|
||||
Total mortgage- and other asset-backed securities
|
(101
|
)
|
|
9,016
|
|
|
(92
|
)
|
|
7,941
|
|
||||
State and political subdivisions
|
(25
|
)
|
|
3,362
|
|
|
—
|
|
|
—
|
|
||||
Financial services:
|
|
|
|
|
|
|
|
||||||||
Banks
|
(64
|
)
|
|
12,228
|
|
|
—
|
|
|
—
|
|
||||
Diversified financials
|
(46
|
)
|
|
3,562
|
|
|
—
|
|
|
—
|
|
||||
Insurance and REITs
|
(173
|
)
|
|
11,105
|
|
|
—
|
|
|
—
|
|
||||
Total financial services
|
(283
|
)
|
|
26,895
|
|
|
—
|
|
|
—
|
|
||||
Other corporate:
|
|
|
|
|
|
|
|
||||||||
Industrials
|
(845
|
)
|
|
28,693
|
|
|
—
|
|
|
—
|
|
||||
Utilities
|
(632
|
)
|
|
23,466
|
|
|
(197
|
)
|
|
866
|
|
||||
Total other corporate
|
(1,477
|
)
|
|
52,159
|
|
|
(197
|
)
|
|
866
|
|
||||
Total debt securities
|
(1,886
|
)
|
|
91,432
|
|
|
(289
|
)
|
|
8,807
|
|
||||
Marketable equity securities:
|
|
|
|
|
|
|
|
||||||||
Mutual funds:
|
|
|
|
|
|
|
|
||||||||
Domestic community
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
457
|
|
||||
Global asset allocation
|
(2,241
|
)
|
|
37,717
|
|
|
—
|
|
|
—
|
|
||||
Total marketable equity securities
|
(2,241
|
)
|
|
37,717
|
|
|
(9
|
)
|
|
457
|
|
||||
Total temporarily impaired available-for-sale securities
|
$
|
(4,127
|
)
|
|
$
|
129,149
|
|
|
$
|
(298
|
)
|
|
$
|
9,264
|
|
Securities Held to Maturity:
|
|
|
|
|
|
|
|
||||||||
Debt securities:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Government-sponsored enterprises
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Government-sponsored mortgage-backed and collateralized mortgage obligations
|
(13
|
)
|
|
4,454
|
|
|
—
|
|
|
—
|
|
||||
SBA asset-backed securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total temporarily impaired held-to-maturity securities
|
$
|
(13
|
)
|
|
$
|
4,454
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
December 31, 2014
|
||||||||||||||
|
Less Than Twelve Months
|
|
More Than Twelve Months
|
||||||||||||
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
||||||||
|
(In thousands)
|
||||||||||||||
Securities Available for Sale:
|
|
|
|
|
|
|
|
||||||||
Debt securities:
|
|
|
|
|
|
|
|
||||||||
Government-sponsored enterprises
|
$
|
(12
|
)
|
|
$
|
5,932
|
|
|
$
|
(17
|
)
|
|
$
|
1,080
|
|
Government-sponsored mortgage-backed and collateralized mortgage obligations
|
(190
|
)
|
|
93,364
|
|
|
(104
|
)
|
|
8,425
|
|
||||
Other mortgage- and asset-backed securities:
|
|
|
|
|
|
|
|
||||||||
Privately issued commercial mortgage- backed securities
|
(69
|
)
|
|
9,412
|
|
|
(132
|
)
|
|
8,759
|
|
||||
SBA asset-backed securities
|
(27
|
)
|
|
5,529
|
|
|
—
|
|
|
—
|
|
||||
Other asset-backed securities
|
(43
|
)
|
|
16,192
|
|
|
—
|
|
|
—
|
|
||||
Total other mortgage- and asset-backed securities
|
(139
|
)
|
|
31,133
|
|
|
(132
|
)
|
|
8,759
|
|
||||
State and political subdivisions
|
(3
|
)
|
|
1,955
|
|
|
|
|
|
—
|
|
||||
Financial services:
|
|
|
|
|
|
|
|
||||||||
Banks
|
(6
|
)
|
|
2,907
|
|
|
—
|
|
|
—
|
|
||||
Diversified financials
|
(18
|
)
|
|
7,676
|
|
|
—
|
|
|
—
|
|
||||
Insurance and REITs
|
(9
|
)
|
|
4,177
|
|
|
—
|
|
|
—
|
|
||||
Total financial services
|
(33
|
)
|
|
14,760
|
|
|
—
|
|
|
—
|
|
||||
Other corporate:
|
|
|
|
|
|
|
|
||||||||
Industrials
|
(54
|
)
|
|
9,575
|
|
|
—
|
|
|
—
|
|
||||
Utilities
|
(120
|
)
|
|
7,291
|
|
|
—
|
|
|
—
|
|
||||
Total other corporate
|
(174
|
)
|
|
16,866
|
|
|
—
|
|
|
—
|
|
||||
Total debt securities
|
(551
|
)
|
|
164,010
|
|
|
(253
|
)
|
|
18,264
|
|
||||
Marketable equity securities:
|
|
|
|
|
|
|
|
||||||||
Mutual funds:
|
|
|
|
|
|
|
|
||||||||
Domestic community
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
462
|
|
||||
Diversified bonds
|
(76
|
)
|
|
7,057
|
|
|
—
|
|
|
—
|
|
||||
Total marketable equity securities
|
(76
|
)
|
|
7,057
|
|
|
(5
|
)
|
|
462
|
|
||||
Total temporarily impaired securities
|
$
|
(627
|
)
|
|
$
|
171,067
|
|
|
$
|
(258
|
)
|
|
$
|
18,726
|
|
|
September 30,
|
|
December 31,
|
||||
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Real estate:
|
|
|
|
||||
1-4 family residential
|
$
|
539,506
|
|
|
$
|
460,273
|
|
Home equity
|
73,432
|
|
|
61,750
|
|
||
Commercial real estate
|
499,057
|
|
|
387,807
|
|
||
Construction
|
54,528
|
|
|
53,606
|
|
||
|
1,166,523
|
|
|
963,436
|
|
||
Commercial business
|
164,164
|
|
|
151,823
|
|
||
Consumer
|
35,960
|
|
|
31,778
|
|
||
Total loans
|
1,366,647
|
|
|
1,147,037
|
|
||
Allowance for loan losses
|
(15,082
|
)
|
|
(12,973
|
)
|
||
Discount and fair value adjustments on purchased loans
|
(2,272
|
)
|
|
(3,850
|
)
|
||
Deferred loan costs and fees, net
|
2,827
|
|
|
2,700
|
|
||
Loans, net
|
$
|
1,352,120
|
|
|
$
|
1,132,914
|
|
|
1-4 Family
Residential
|
|
Home
Equity
|
|
Commercial
Real Estate
|
|
Construction
|
|
Commercial
Business
|
|
Consumer
|
|
Unallocated
|
|
Total
|
||||||||||||||||
|
(In thousands)
|
||||||||||||||||||||||||||||||
Three Months Ended September 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Allowance at June 30, 2015
|
$
|
3,407
|
|
|
$
|
419
|
|
|
$
|
4,568
|
|
|
$
|
1,024
|
|
|
$
|
2,991
|
|
|
$
|
680
|
|
|
$
|
688
|
|
|
$
|
13,777
|
|
Provision (credit) for loan losses
|
153
|
|
|
126
|
|
|
652
|
|
|
(302
|
)
|
|
580
|
|
|
44
|
|
|
65
|
|
|
1,318
|
|
||||||||
Loans charged-off
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
—
|
|
|
(13
|
)
|
||||||||
Recoveries
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Allowance at September 30, 2015
|
$
|
3,560
|
|
|
$
|
545
|
|
|
$
|
5,220
|
|
|
$
|
722
|
|
|
$
|
3,571
|
|
|
$
|
711
|
|
|
$
|
753
|
|
|
$
|
15,082
|
|
Three Months Ended September 30, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Allowance at June 30, 2014
|
$
|
3,088
|
|
|
$
|
305
|
|
|
$
|
3,242
|
|
|
$
|
699
|
|
|
$
|
2,655
|
|
|
$
|
645
|
|
|
$
|
658
|
|
|
$
|
11,292
|
|
Provision for loan losses
|
341
|
|
|
45
|
|
|
398
|
|
|
256
|
|
|
345
|
|
|
53
|
|
|
—
|
|
|
1,438
|
|
||||||||
Loans charged-off
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
(9
|
)
|
||||||||
Recoveries
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Allowance at September 30, 2014
|
$
|
3,429
|
|
|
$
|
350
|
|
|
$
|
3,640
|
|
|
$
|
955
|
|
|
$
|
3,000
|
|
|
$
|
689
|
|
|
$
|
658
|
|
|
$
|
12,721
|
|
|
1-4 Family
Residential
|
|
Home
Equity
|
|
Commercial
Real Estate
|
|
Construction
|
|
Commercial
Business
|
|
Consumer
|
|
Unallocated
|
|
Total
|
||||||||||||||||
|
(In thousands)
|
||||||||||||||||||||||||||||||
Nine Months Ended September 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Allowance at December 31, 2014
|
$
|
3,222
|
|
|
$
|
340
|
|
|
$
|
3,551
|
|
|
$
|
1,056
|
|
|
$
|
3,410
|
|
|
$
|
736
|
|
|
$
|
658
|
|
|
$
|
12,973
|
|
Provision (credit) for loan losses
|
338
|
|
|
205
|
|
|
1,669
|
|
|
(334
|
)
|
|
161
|
|
|
7
|
|
|
95
|
|
|
2,141
|
|
||||||||
Loans charged-off
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32
|
)
|
|
—
|
|
|
(32
|
)
|
||||||||
Recoveries
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Allowance at September 30, 2015
|
$
|
3,560
|
|
|
$
|
545
|
|
|
$
|
5,220
|
|
|
$
|
722
|
|
|
$
|
3,571
|
|
|
$
|
711
|
|
|
$
|
753
|
|
|
$
|
15,082
|
|
Nine Months Ended September 30, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Allowance at December 31, 2013
|
$
|
2,835
|
|
|
$
|
247
|
|
|
$
|
2,608
|
|
|
$
|
303
|
|
|
$
|
2,416
|
|
|
$
|
574
|
|
|
$
|
688
|
|
|
$
|
9,671
|
|
Provision (credit) for loan losses
|
613
|
|
|
103
|
|
|
1,032
|
|
|
652
|
|
|
584
|
|
|
157
|
|
|
(30
|
)
|
|
3,111
|
|
||||||||
Loans charged-off
|
(19
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(42
|
)
|
|
—
|
|
|
(61
|
)
|
||||||||
Recoveries
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Allowance at September 30, 2014
|
$
|
3,429
|
|
|
$
|
350
|
|
|
$
|
3,640
|
|
|
$
|
955
|
|
|
$
|
3,000
|
|
|
$
|
689
|
|
|
$
|
658
|
|
|
$
|
12,721
|
|
|
1-4 Family
Residential |
|
Home
Equity |
|
Commercial
Real Estate |
|
Construction
|
|
Commercial
Business |
|
Consumer
|
|
Unallocated
|
|
Total
|
||||||||||||||||
|
(In thousands)
|
||||||||||||||||||||||||||||||
September 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Allowance related to impaired loans
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Allowance related to non-impaired loans
|
3,560
|
|
|
545
|
|
|
5,220
|
|
|
722
|
|
|
3,571
|
|
|
711
|
|
|
753
|
|
|
15,082
|
|
||||||||
Total allowance for loan losses
|
$
|
3,560
|
|
|
$
|
545
|
|
|
$
|
5,220
|
|
|
$
|
722
|
|
|
$
|
3,571
|
|
|
$
|
711
|
|
|
$
|
753
|
|
|
$
|
15,082
|
|
Impaired loans
|
$
|
4,636
|
|
|
$
|
733
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
150
|
|
|
$
|
—
|
|
|
$
|
5,519
|
|
Non-impaired loans
|
534,870
|
|
|
72,699
|
|
|
499,057
|
|
|
54,528
|
|
|
164,164
|
|
|
35,810
|
|
|
—
|
|
|
1,361,128
|
|
||||||||
Total loans
|
$
|
539,506
|
|
|
$
|
73,432
|
|
|
$
|
499,057
|
|
|
$
|
54,528
|
|
|
$
|
164,164
|
|
|
$
|
35,960
|
|
|
$
|
—
|
|
|
$
|
1,366,647
|
|
December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Allowance related to impaired loans
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Allowance related to non-impaired loans
|
3,222
|
|
|
340
|
|
|
3,551
|
|
|
1,056
|
|
|
3,410
|
|
|
736
|
|
|
658
|
|
|
12,973
|
|
||||||||
Total allowance for loan losses
|
$
|
3,222
|
|
|
$
|
340
|
|
|
$
|
3,551
|
|
|
$
|
1,056
|
|
|
$
|
3,410
|
|
|
$
|
736
|
|
|
$
|
658
|
|
|
$
|
12,973
|
|
Impaired loans
|
$
|
4,419
|
|
|
$
|
578
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
27
|
|
|
$
|
—
|
|
|
$
|
5,024
|
|
Non-impaired loans
|
455,854
|
|
|
61,172
|
|
|
387,807
|
|
|
53,606
|
|
|
151,823
|
|
|
31,751
|
|
|
—
|
|
|
1,142,013
|
|
||||||||
Total loans
|
$
|
460,273
|
|
|
$
|
61,750
|
|
|
$
|
387,807
|
|
|
$
|
53,606
|
|
|
$
|
151,823
|
|
|
$
|
31,778
|
|
|
$
|
—
|
|
|
$
|
1,147,037
|
|
|
30-59 Days
Past Due
|
|
60-89 Days
Past Due
|
|
Past Due 90
Days or More
|
|
Total
Past Due
|
|
Loans on
Non-accrual
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
September 30, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Real estate:
|
|
|
|
|
|
|
|
|
|
||||||||||
1-4 family residential
|
$
|
922
|
|
|
$
|
1,238
|
|
|
$
|
712
|
|
|
$
|
2,872
|
|
|
$
|
4,116
|
|
Home equity
|
502
|
|
|
309
|
|
|
612
|
|
|
1,423
|
|
|
733
|
|
|||||
Commercial business
|
11
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|||||
Consumer
|
—
|
|
|
82
|
|
|
110
|
|
|
192
|
|
|
150
|
|
|||||
Total
|
$
|
1,435
|
|
|
$
|
1,629
|
|
|
$
|
1,434
|
|
|
$
|
4,498
|
|
|
$
|
4,999
|
|
December 31, 2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Real estate:
|
|
|
|
|
|
|
|
|
|
||||||||||
1-4 family residential
|
$
|
3,137
|
|
|
$
|
522
|
|
|
$
|
1,370
|
|
|
$
|
5,029
|
|
|
$
|
3,876
|
|
Home equity
|
680
|
|
|
—
|
|
|
475
|
|
|
1,155
|
|
|
578
|
|
|||||
Consumer
|
217
|
|
|
—
|
|
|
5
|
|
|
222
|
|
|
$
|
27
|
|
||||
Total
|
$
|
4,034
|
|
|
$
|
522
|
|
|
$
|
1,850
|
|
|
$
|
6,406
|
|
|
$
|
4,481
|
|
|
Recorded
Investment
|
|
Unpaid
Principal
Balance
|
|
Related
Allowance
|
||||||
September 30, 2015
|
(In thousands)
|
||||||||||
Impaired loans without a valuation allowance:
|
|
|
|
|
|
||||||
Real estate:
|
|
|
|
|
|
||||||
1-4 family residential
|
$
|
4,636
|
|
|
$
|
5,426
|
|
|
$
|
—
|
|
Home equity
|
733
|
|
|
965
|
|
|
—
|
|
|||
Consumer
|
150
|
|
|
153
|
|
|
—
|
|
|||
Total
|
$
|
5,519
|
|
|
$
|
6,544
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
December 31, 2014
|
|
|
|
|
|
||||||
Impaired loans without a valuation allowance:
|
|
|
|
|
|
||||||
Real estate:
|
|
|
|
|
|
||||||
1-4 family residential
|
$
|
4,419
|
|
|
$
|
5,211
|
|
|
$
|
—
|
|
Home equity
|
578
|
|
|
804
|
|
|
—
|
|
|||
Consumer
|
27
|
|
|
32
|
|
|
—
|
|
|||
Total
|
$
|
5,024
|
|
|
$
|
6,047
|
|
|
$
|
—
|
|
|
Average
Recorded
Investment
|
|
Interest
Income
Recognized
|
||||
Three Months Ended September 30, 2015
|
(In thousands)
|
||||||
Real estate:
|
|
|
|
||||
1-4 family residential
|
$
|
4,559
|
|
|
$
|
53
|
|
Home equity
|
717
|
|
|
6
|
|
||
Consumer
|
95
|
|
|
1
|
|
||
Total
|
$
|
5,371
|
|
|
$
|
60
|
|
|
|
|
|
||||
Three Months Ended September 30, 2014
|
|
|
|
||||
Real estate:
|
|
|
|
||||
1-4 family residential
|
$
|
4,248
|
|
|
$
|
49
|
|
Home Equity
|
658
|
|
|
4
|
|
||
Consumer
|
47
|
|
|
1
|
|
||
Total
|
$
|
4,953
|
|
|
$
|
54
|
|
|
Average
Recorded
Investment
|
|
Interest
Income
Recognized
|
||||
Nine Months Ended September 30, 2015
|
(In thousands)
|
||||||
Real estate:
|
|
|
|
||||
1-4 family residential
|
$
|
4,558
|
|
|
$
|
196
|
|
Home equity
|
652
|
|
|
20
|
|
||
Consumer
|
62
|
|
|
3
|
|
||
Total
|
$
|
5,272
|
|
|
$
|
219
|
|
|
|
|
|
||||
Nine Months Ended September 30, 2014
|
|
|
|
||||
Real estate:
|
|
|
|
||||
1-4 family residential
|
$
|
3,903
|
|
|
$
|
153
|
|
Home Equity
|
289
|
|
|
14
|
|
||
Consumer
|
23
|
|
|
3
|
|
||
Total
|
$
|
4,215
|
|
|
$
|
170
|
|
|
1-4 Family
Residential
|
|
Home
Equity
|
|
Commercial
Real Estate
|
|
Construction
|
|
Commercial
Business
|
|
Consumer
|
|
Total
Loans
|
||||||||||||||
|
(In thousands)
|
||||||||||||||||||||||||||
September 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Loans rated 1 - 6
|
$
|
2,050
|
|
|
$
|
468
|
|
|
$
|
493,477
|
|
|
$
|
54,528
|
|
|
$
|
163,162
|
|
|
$
|
5
|
|
|
$
|
713,690
|
|
Loans rated 7
|
4,253
|
|
|
863
|
|
|
5,129
|
|
|
—
|
|
|
1,002
|
|
|
—
|
|
|
11,247
|
|
|||||||
Loans rated 8
|
1,604
|
|
|
144
|
|
|
451
|
|
|
—
|
|
|
—
|
|
|
153
|
|
|
2,352
|
|
|||||||
Loans rated 9
|
703
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
703
|
|
|||||||
Loans rated 10
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Loans not rated
|
530,896
|
|
|
71,957
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35,802
|
|
|
638,655
|
|
|||||||
|
$
|
539,506
|
|
|
$
|
73,432
|
|
|
$
|
499,057
|
|
|
$
|
54,528
|
|
|
$
|
164,164
|
|
|
$
|
35,960
|
|
|
$
|
1,366,647
|
|
December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Loans rated 1 - 6
|
$
|
3,381
|
|
|
$
|
473
|
|
|
$
|
387,651
|
|
|
$
|
53,606
|
|
|
$
|
150,960
|
|
|
$
|
5
|
|
|
$
|
596,076
|
|
Loans rated 7
|
3,095
|
|
|
852
|
|
|
156
|
|
|
—
|
|
|
863
|
|
|
—
|
|
|
4,966
|
|
|||||||
Loans rated 8
|
1,331
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31
|
|
|
1,362
|
|
|||||||
Loans rated 9
|
709
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
709
|
|
|||||||
Loans rated 10
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Loans not rated
|
451,757
|
|
|
60,425
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31,742
|
|
|
543,924
|
|
|||||||
|
$
|
460,273
|
|
|
$
|
61,750
|
|
|
$
|
387,807
|
|
|
$
|
53,606
|
|
|
$
|
151,823
|
|
|
$
|
31,778
|
|
|
$
|
1,147,037
|
|
|
Derivative Gains
|
|
Derivative Losses
|
||||||||||||
|
Notional
Amount
|
|
Fair
Value
|
|
Notional
Amount
|
|
Fair
Value
|
||||||||
|
(In thousands)
|
||||||||||||||
September 30, 2015
|
|
|
|
|
|
|
|
||||||||
Economic hedges:
|
|
|
|
|
|
|
|
||||||||
Commercial loan level interest rate swap agreements
|
$
|
231,513
|
|
|
$
|
9,730
|
|
|
$
|
231,513
|
|
|
$
|
10,373
|
|
Other contracts
|
8,379
|
|
|
12
|
|
|
10,505
|
|
|
102
|
|
||||
Total derivatives
|
$
|
239,892
|
|
|
$
|
9,742
|
|
|
$
|
242,018
|
|
|
$
|
10,475
|
|
December 31, 2014
|
|
|
|
|
|
|
|
||||||||
Economic hedges:
|
|
|
|
|
|
|
|
||||||||
Commercial loan level interest rate swap agreements
|
$
|
202,970
|
|
|
$
|
5,446
|
|
|
$
|
202,970
|
|
|
$
|
5,759
|
|
Other contracts
|
8,616
|
|
|
8
|
|
|
8,287
|
|
|
83
|
|
||||
Total derivatives
|
$
|
211,586
|
|
|
$
|
5,454
|
|
|
$
|
211,257
|
|
|
$
|
5,842
|
|
|
September 30,
|
|
December 31,
|
||||
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
NOW and demand
|
$
|
284,720
|
|
|
$
|
245,117
|
|
Regular savings
|
288,597
|
|
|
303,834
|
|
||
Money market
|
341,588
|
|
|
280,139
|
|
||
Brokered money market
|
33,924
|
|
|
23,166
|
|
||
Total non-certificate accounts
|
948,829
|
|
|
852,256
|
|
||
|
|
|
|
||||
Term certificates of $100,000 or more
|
155,026
|
|
|
142,569
|
|
||
Term certificates less than $100,000
|
155,398
|
|
|
159,186
|
|
||
Brokered term certificates
|
85,705
|
|
|
58,705
|
|
||
Total certificate accounts
|
396,129
|
|
|
360,460
|
|
||
Total deposits
|
$
|
1,344,958
|
|
|
$
|
1,212,716
|
|
|
Amount
|
|
Weighted
Average
Rate
|
|||
|
(Dollars in thousands)
|
|||||
Within 1 year
|
$
|
190,903
|
|
|
0.62
|
%
|
1-2 years
|
87,040
|
|
|
1.09
|
|
|
2-3 years
|
36,404
|
|
|
1.29
|
|
|
3-4 years
|
32,623
|
|
|
1.79
|
|
|
4 years and beyond
|
49,159
|
|
|
1.97
|
|
|
|
$
|
396,129
|
|
|
1.05
|
%
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
Fair Value
|
||||||||
|
(In thousands)
|
||||||||||||||
September 30, 2015
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Securities available for sale:
|
|
|
|
|
|
|
|
||||||||
Debt securities
|
$
|
—
|
|
|
$
|
184,958
|
|
|
$
|
—
|
|
|
$
|
184,958
|
|
Marketable equity securities
|
46,739
|
|
|
—
|
|
|
—
|
|
|
46,739
|
|
||||
Derivative assets
|
—
|
|
|
9,742
|
|
|
—
|
|
|
9,742
|
|
||||
Total assets
|
$
|
46,739
|
|
|
$
|
194,700
|
|
|
$
|
—
|
|
|
$
|
241,439
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities
|
$
|
—
|
|
|
$
|
10,475
|
|
|
$
|
—
|
|
|
$
|
10,475
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2014
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Securities available for sale:
|
|
|
|
|
|
|
|
||||||||
Debt securities
|
$
|
13,219
|
|
|
$
|
359,930
|
|
|
$
|
—
|
|
|
$
|
373,149
|
|
Marketable equity securities
|
43,298
|
|
|
—
|
|
|
—
|
|
|
43,298
|
|
||||
Derivative assets
|
—
|
|
|
5,454
|
|
|
—
|
|
|
5,454
|
|
||||
Total assets
|
$
|
56,517
|
|
|
$
|
365,384
|
|
|
$
|
—
|
|
|
$
|
421,901
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities
|
$
|
—
|
|
|
$
|
5,842
|
|
|
$
|
—
|
|
|
$
|
5,842
|
|
|
Carrying
Amount
|
|
Fair Value
|
||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||
September 30, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
20,980
|
|
|
$
|
20,980
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
20,980
|
|
Securities available for sale
|
231,697
|
|
|
46,739
|
|
|
184,958
|
|
|
—
|
|
|
231,697
|
|
|||||
Securities held to maturity
|
197,632
|
|
|
647
|
|
|
197,895
|
|
|
—
|
|
|
198,542
|
|
|||||
Federal Home Loan Bank stock
|
11,702
|
|
|
—
|
|
|
—
|
|
|
11,702
|
|
|
11,702
|
|
|||||
Loans and loans held for sale
|
1,373,543
|
|
|
—
|
|
|
—
|
|
|
1,347,827
|
|
|
1,347,827
|
|
|||||
Accrued interest receivable
|
5,174
|
|
|
—
|
|
|
—
|
|
|
5,174
|
|
|
5,174
|
|
|||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Deposits
|
1,344,958
|
|
|
—
|
|
|
—
|
|
|
1,347,227
|
|
|
1,347,227
|
|
|||||
Borrowings
|
160,000
|
|
|
—
|
|
|
160,900
|
|
|
—
|
|
|
160,900
|
|
|||||
On-balance sheet derivative financial instruments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest rate swap agreements:
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets
|
9,742
|
|
|
—
|
|
|
9,742
|
|
|
—
|
|
|
9,742
|
|
|||||
Liabilities
|
10,475
|
|
|
—
|
|
|
10,475
|
|
|
—
|
|
|
10,475
|
|
December 31, 2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
60,146
|
|
|
$
|
60,146
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
60,146
|
|
Securities available for sale
|
416,447
|
|
|
56,517
|
|
|
359,930
|
|
|
—
|
|
|
416,447
|
|
|||||
Federal Home Loan Bank stock
|
11,702
|
|
|
—
|
|
|
—
|
|
|
11,702
|
|
|
11,702
|
|
|||||
Loans and loans held for sale
|
1,147,505
|
|
|
—
|
|
|
—
|
|
|
1,132,024
|
|
|
1,132,024
|
|
|||||
Accrued interest receivable
|
4,433
|
|
|
—
|
|
|
—
|
|
|
4,433
|
|
|
4,433
|
|
|||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Deposits
|
1,212,716
|
|
|
—
|
|
|
—
|
|
|
1,214,251
|
|
|
1,214,251
|
|
|||||
Borrowings
|
75,000
|
|
|
—
|
|
|
76,074
|
|
|
—
|
|
|
76,074
|
|
|||||
On-balance sheet derivative financial instruments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest rate swap agreements:
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets
|
5,454
|
|
|
—
|
|
|
5,454
|
|
|
—
|
|
|
5,454
|
|
|||||
Liabilities
|
5,842
|
|
|
—
|
|
|
5,842
|
|
|
—
|
|
|
5,842
|
|
|
September 30,
|
|
December 31,
|
||||
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Securities available for sale:
|
|
|
|
||||
Net unrealized gain (loss)
|
$
|
(2,359
|
)
|
|
$
|
5,265
|
|
Tax effect
|
818
|
|
|
(1,873
|
)
|
||
Net-of-tax amount
|
(1,541
|
)
|
|
3,392
|
|
||
Securities held to maturity:
|
|
|
|
||||
Net unrealized gain on transferred securities
|
631
|
|
|
—
|
|
||
Tax effect
|
(252
|
)
|
|
—
|
|
||
Net-of-tax amount
|
379
|
|
|
—
|
|
||
Defined benefit pension plan:
|
|
|
|
||||
Unrecognized net actuarial loss
|
(1,275
|
)
|
|
(1,358
|
)
|
||
Tax effect
|
513
|
|
|
543
|
|
||
Net-of-tax amount
|
(762
|
)
|
|
(815
|
)
|
||
|
$
|
(1,924
|
)
|
|
$
|
2,577
|
|
|
Three Months Ended September 30, 2015
|
||||||||||||||
|
Securities Available for Sale
|
|
Securities Held to Maturity
|
|
Defined Benefit Pension Plan
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Balance at June 30, 2015
|
$
|
1,980
|
|
|
$
|
—
|
|
|
$
|
(781
|
)
|
|
$
|
1,199
|
|
Other comprehensive loss before reclassification
|
(4,508
|
)
|
|
—
|
|
|
—
|
|
|
(4,508
|
)
|
||||
Realized gains reclassified
|
(234
|
)
|
|
—
|
|
|
—
|
|
|
(234
|
)
|
||||
Amortization of actuarial losses
|
—
|
|
|
—
|
|
|
27
|
|
|
27
|
|
||||
Unrealized gains on securities reclassified as held to maturity
|
(666
|
)
|
|
666
|
|
|
—
|
|
|
—
|
|
||||
Amortization of amounts previously recorded upon transfer to held-to-maturity from available-for-sale
|
—
|
|
|
(35
|
)
|
|
—
|
|
|
(35
|
)
|
||||
Tax effects
|
1,887
|
|
|
(252
|
)
|
|
(8
|
)
|
|
1,627
|
|
||||
Net current-period other comprehensive income (loss)
|
(3,521
|
)
|
|
379
|
|
|
19
|
|
|
(3,123
|
)
|
||||
Balance at September 30, 2015
|
$
|
(1,541
|
)
|
|
$
|
379
|
|
|
$
|
(762
|
)
|
|
$
|
(1,924
|
)
|
|
Three Months Ended September 30, 2014
|
||||||||||||||
|
Securities Available for Sale
|
|
Securities Held to Maturity
|
|
Defined Benefit Pension Plan
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Balance at June 30, 2014
|
$
|
6,990
|
|
|
$
|
—
|
|
|
$
|
482
|
|
|
$
|
7,472
|
|
Other comprehensive loss before reclassification
|
(3,911
|
)
|
|
—
|
|
|
(732
|
)
|
|
(4,643
|
)
|
||||
Realized gains reclassified
|
(349
|
)
|
|
—
|
|
|
—
|
|
|
(349
|
)
|
||||
Amortization of actuarial gains
|
—
|
|
|
—
|
|
|
(70
|
)
|
|
(70
|
)
|
||||
Tax effects
|
1,539
|
|
|
—
|
|
|
320
|
|
|
1,859
|
|
||||
Net current-period other comprehensive income
|
(2,721
|
)
|
|
|
|
(482
|
)
|
|
(3,203
|
)
|
|||||
Balance at September 30, 2014
|
$
|
4,269
|
|
|
|
|
$
|
—
|
|
|
$
|
4,269
|
|
|
Nine Months Ended September 30, 2015
|
||||||||||||||
|
Securities Available for Sale
|
|
Securities Held to Maturity
|
|
Defined Benefit Pension Plan
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Balance at December 31, 2014
|
$
|
3,392
|
|
|
$
|
—
|
|
|
$
|
(815
|
)
|
|
$
|
2,577
|
|
Other comprehensive loss before reclassification
|
(5,139
|
)
|
|
—
|
|
|
—
|
|
|
(5,139
|
)
|
||||
Realized gains reclassified
|
(1,819
|
)
|
|
—
|
|
|
—
|
|
|
(1,819
|
)
|
||||
Amortization of actuarial gains
|
—
|
|
|
—
|
|
|
83
|
|
|
83
|
|
||||
Unrealized gains on securities reclassified as held to maturity
|
(666
|
)
|
|
666
|
|
|
—
|
|
|
—
|
|
||||
Amortization of amounts previously recorded upon transfer to held-to-maturity from available-for-sale
|
—
|
|
|
(35
|
)
|
|
—
|
|
|
(35
|
)
|
||||
Tax effects
|
2,691
|
|
|
(252
|
)
|
|
(30
|
)
|
|
2,409
|
|
||||
Net current-period other comprehensive income
|
(4,933
|
)
|
|
379
|
|
|
53
|
|
|
(4,501
|
)
|
||||
Balance at September 30, 2015
|
$
|
(1,541
|
)
|
|
$
|
379
|
|
|
$
|
(762
|
)
|
|
$
|
(1,924
|
)
|
|
Nine Months Ended September 30, 2014
|
||||||||||||||
|
Securities Available for Sale
|
|
Securities Held to Maturity
|
|
Defined Benefit Pension Plan
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Balance at December 31, 2013
|
$
|
1,983
|
|
|
$
|
—
|
|
|
$
|
482
|
|
|
$
|
2,465
|
|
Other comprehensive income (loss) before reclassification
|
5,846
|
|
|
—
|
|
|
(732
|
)
|
|
5,114
|
|
||||
Realized gains reclassified
|
(2,081
|
)
|
|
—
|
|
|
—
|
|
|
(2,081
|
)
|
||||
Amortization of actuarial gains
|
—
|
|
|
—
|
|
|
(70
|
)
|
|
(70
|
)
|
||||
Tax effects
|
(1,479
|
)
|
|
—
|
|
|
320
|
|
|
(1,159
|
)
|
||||
Net current-period other comprehensive income
|
2,286
|
|
|
—
|
|
|
(482
|
)
|
|
1,804
|
|
||||
Balance at September 30, 2014
|
$
|
4,269
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,269
|
|
|
Actual
|
|
Minimum
Capital
Requirement
|
|
Minimum
To Be Well
Capitalized
|
|||||||||||||||
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|||||||||
|
(Dollars in thousands)
|
|||||||||||||||||||
Blue Hills Bancorp, Inc.:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
September 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total capital (to risk weighted assets)
|
$
|
409,777
|
|
|
26.9
|
%
|
|
$
|
121,898
|
|
|
8.0
|
%
|
|
$
|
152,372
|
|
|
10.0
|
%
|
Tier 1 capital (to risk weighted assets)
|
394,695
|
|
|
25.9
|
|
|
91,423
|
|
|
6.0
|
|
|
121,898
|
|
|
8.0
|
|
|||
Common equity Tier 1(to risk weighted assets)
|
394,695
|
|
|
25.9
|
|
|
68,568
|
|
|
4.5
|
|
|
99,042
|
|
|
6.5
|
|
|||
Tier 1 capital (to average assets)
|
394,695
|
|
|
21.3
|
|
|
74,302
|
|
|
4.0
|
|
|
92,878
|
|
|
5.0
|
|
|||
December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total capital (to risk weighted assets)
|
$
|
409,545
|
|
|
32.6
|
%
|
|
$
|
100,513
|
|
|
8.0
|
%
|
|
N/A
|
|
|
N/A
|
|
|
Tier 1 capital (to risk weighted assets)
|
395,615
|
|
|
31.5
|
|
|
50,527
|
|
|
4.0
|
|
|
N/A
|
|
|
N/A
|
|
|||
Common equity Tier 1(to risk weighted assets)
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|||
Tier 1 capital (to average assets)
|
395,615
|
|
|
23.3
|
|
|
67,820
|
|
|
4.0
|
|
|
N/A
|
|
|
N/A
|
|
|||
Blue Hills Bank:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
September 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total capital (to risk weighted assets)
|
$
|
292,580
|
|
|
19.2
|
%
|
|
$
|
121,843
|
|
|
8.0
|
%
|
|
$
|
152,304
|
|
|
10.0
|
%
|
Tier 1 capital (to risk weighted assets)
|
277,498
|
|
|
18.2
|
|
|
91,383
|
|
|
6.0
|
|
|
121,843
|
|
|
8.0
|
|
|||
Common equity Tier 1(to risk weighted assets)
|
277,498
|
|
|
18.2
|
|
|
68,537
|
|
|
4.5
|
|
|
98,998
|
|
|
6.5
|
|
|||
Tier 1 capital (to average assets)
|
277,498
|
|
|
15.0
|
|
|
74,083
|
|
|
4.0
|
|
|
92,603
|
|
|
5.0
|
|
|||
December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total capital (to risk weighted assets)
|
$
|
283,443
|
|
|
22.7
|
%
|
|
$
|
99,973
|
|
|
8.0
|
%
|
|
$
|
124,966
|
|
|
10.0
|
%
|
Tier 1 capital (to risk weighted assets)
|
269,513
|
|
|
21.6
|
|
|
49,987
|
|
|
4.0
|
|
|
74,980
|
|
|
6.0
|
|
|||
Common equity Tier 1(to risk weighted assets)
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|||
Tier 1 capital (to average assets)
|
269,513
|
|
|
15.9
|
|
|
67,707
|
|
|
4.0
|
|
|
84,634
|
|
|
5.0
|
|
|
September 30, 2015
|
|
|
|
|
Allocated
|
75,912
|
|
Committed to be allocated
|
56,778
|
|
Unallocated
|
2,144,655
|
|
|
2,277,345
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||
|
September 30, 2015
|
|
September 30, 2015
|
||||
|
(In thousands, except share amounts)
|
||||||
Net income applicable to common stock
|
$
|
1,810
|
|
|
$
|
4,815
|
|
|
|
|
|
||||
Average number of common shares outstanding
|
28,337,603
|
|
|
28,423,110
|
|
||
Less: Average unallocated ESOP shares
|
(2,154,222
|
)
|
|
(2,173,045
|
)
|
||
Average number of common shares outstanding used to calculate basic and diluted earnings per common share
|
26,183,381
|
|
|
26,250,065
|
|
||
|
|
|
|
||||
Earnings per common share:
|
|
|
|
||||
Basic
|
$
|
0.07
|
|
|
$
|
0.18
|
|
Diluted
|
$
|
0.07
|
|
|
$
|
0.18
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
statements of our goals, intentions and expectations;
|
•
|
statements regarding our business plans, prospects, growth and operating strategies;
|
•
|
statements regarding the asset quality of our loan and investment portfolios; and
|
•
|
estimates of our risks and future costs and benefits.
|
•
|
our ability to implement successfully our new business strategy, which includes significant asset and liability growth;
|
•
|
our ability to increase our market share in our market areas and capitalize on growth opportunities;
|
•
|
our ability to implement successfully our branch network expansion strategy;
|
•
|
general economic conditions, either nationally or in our market areas, that are worse than expected;
|
•
|
competition among depository and other financial institutions;
|
•
|
inflation and changes in the interest rate environment that reduce our margins or reduce the fair value of financial instruments;
|
•
|
adverse changes in the securities markets which, given the significant size of our investment securities portfolio, could cause a material decline in our reported equity and/or our net income if we must record impairment charges or a decline in the fair value of our securities;
|
•
|
changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory fees and capital requirements;
|
•
|
changes in consumer spending, borrowing and savings habits;
|
•
|
changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board and the Securities and Exchange Commission
|
•
|
changes in our organization, compensation and benefit plans;
|
•
|
changes in our financial condition or results of operations that reduce capital available to pay dividends; and
|
•
|
changes in the financial condition or future prospects of issuers of securities that we own.
|
|
At September 30, 2015
|
|
At December 31, 2014
|
||||||||||
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
||||||
|
(Dollars in thousands)
|
||||||||||||
Real estate:
|
|
|
|
|
|
|
|
||||||
1-4 family residential
|
$
|
539,506
|
|
|
39.48
|
%
|
|
$
|
460,273
|
|
|
40.13
|
%
|
Home equity
|
73,432
|
|
|
5.37
|
|
|
61,750
|
|
|
5.38
|
|
||
Commercial
|
499,057
|
|
|
36.52
|
|
|
387,807
|
|
|
33.81
|
|
||
Construction
|
54,528
|
|
|
3.99
|
|
|
53,606
|
|
|
4.67
|
|
||
Total real estate
|
1,166,523
|
|
|
85.36
|
|
|
963,436
|
|
|
83.99
|
|
||
Commercial business
|
164,164
|
|
|
12.01
|
|
|
151,823
|
|
|
13.24
|
|
||
Consumer
|
35,960
|
|
|
2.63
|
|
|
31,778
|
|
|
2.77
|
|
||
Total loans
|
1,366,647
|
|
|
100.00
|
%
|
|
1,147,037
|
|
|
100.00
|
%
|
||
Allowance for loan losses
|
(15,082
|
)
|
|
|
|
(12,973
|
)
|
|
|
||||
Discount and fair value adjustments on purchased loans
|
(2,272
|
)
|
|
|
|
(3,850
|
)
|
|
|
||||
Deferred loan costs, net
|
2,827
|
|
|
|
|
2,700
|
|
|
|
||||
Loans, net
|
$
|
1,352,120
|
|
|
|
|
$
|
1,132,914
|
|
|
|
|
At September 30, 2015
|
|
At December 31, 2014
|
||||||||||||
|
Amortized
Cost
|
|
Fair
Value
|
|
Amortized
Cost
|
|
Fair
Value
|
||||||||
|
(In thousands)
|
||||||||||||||
Securities available for sale
:
|
|
|
|
|
|
|
|
||||||||
Debt securities:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13,037
|
|
|
$
|
13,219
|
|
U.S. government and government-sponsored enterprise obligations
|
—
|
|
|
—
|
|
|
26,335
|
|
|
26,437
|
|
||||
U.S. government-sponsored mortgage-backed and collateralized mortgage obligations
|
—
|
|
|
—
|
|
|
160,091
|
|
|
160,553
|
|
||||
Mortgage- and asset-backed securities:
|
|
|
|
|
|
|
|
||||||||
Private label commercial mortgage-backed securities
|
14,291
|
|
|
14,171
|
|
|
22,100
|
|
|
21,929
|
|
||||
SBA asset-backed securities
|
—
|
|
|
—
|
|
|
27,765
|
|
|
28,046
|
|
||||
Other asset-backed securities
|
10,059
|
|
|
10,019
|
|
|
16,235
|
|
|
16,192
|
|
||||
Total mortgage- and asset-backed securities
|
24,350
|
|
|
24,190
|
|
|
66,100
|
|
|
66,167
|
|
||||
Other bonds and obligations:
|
|
|
|
|
|
|
|
||||||||
State and political subdivisions
|
16,098
|
|
|
16,471
|
|
|
15,619
|
|
|
16,183
|
|
||||
Financial services:
|
|
|
|
|
|
|
|
||||||||
Banks
|
21,289
|
|
|
21,427
|
|
|
12,364
|
|
|
12,889
|
|
||||
Diversified financials
|
22,358
|
|
|
22,839
|
|
|
15,796
|
|
|
16,132
|
|
||||
Insurance and REITs
|
15,293
|
|
|
15,159
|
|
|
9,387
|
|
|
9,516
|
|
||||
Total financial services
|
58,940
|
|
|
59,425
|
|
|
37,547
|
|
|
38,537
|
|
||||
Other corporate:
|
|
|
|
|
|
|
|
||||||||
Industrials
|
54,776
|
|
|
54,419
|
|
|
34,408
|
|
|
35,035
|
|
||||
Utilities
|
31,220
|
|
|
30,453
|
|
|
16,873
|
|
|
17,018
|
|
||||
Total other corporate
|
85,996
|
|
|
84,872
|
|
|
51,281
|
|
|
52,053
|
|
||||
Total debt securities
|
185,384
|
|
|
184,958
|
|
|
370,010
|
|
|
373,149
|
|
||||
Marketable equity securities:
|
|
|
|
|
|
|
|
||||||||
Mutual funds:
|
|
|
|
|
|
|
|
||||||||
Global equity
|
5,000
|
|
|
5,188
|
|
|
5,000
|
|
|
5,623
|
|
||||
Domestic community
|
3,216
|
|
|
3,309
|
|
|
3,216
|
|
|
3,297
|
|
||||
Global asset allocation
|
40,456
|
|
|
38,242
|
|
|
32,956
|
|
|
34,378
|
|
||||
Total marketable equity securities
|
48,672
|
|
|
46,739
|
|
|
41,172
|
|
|
43,298
|
|
||||
Total securities available for sale
|
$
|
234,056
|
|
|
$
|
231,697
|
|
|
$
|
411,182
|
|
|
$
|
416,447
|
|
|
|
|
|
|
|
|
|
||||||||
Securities held to maturity:
|
|
|
|
|
|
|
|
||||||||
Debt securities:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury
|
$
|
646
|
|
|
$
|
647
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Government-sponsored enterprises
|
29,285
|
|
|
29,401
|
|
|
—
|
|
|
—
|
|
||||
Government-sponsored mortgage-backed and collateralized mortgage obligations
|
151,357
|
|
|
152,092
|
|
|
—
|
|
|
—
|
|
||||
SBA asset-backed securities
|
16,344
|
|
|
16,402
|
|
|
—
|
|
|
—
|
|
||||
Total securities held to maturity
|
$
|
197,632
|
|
|
$
|
198,542
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
For the Three Months Ended September 30,
|
||||||||||||||||||||
|
2015
|
|
2014
|
||||||||||||||||||
|
Average
Outstanding
Balance
|
|
Interest
|
|
Yield/
Cost
|
|
Average
Outstanding
Balance
|
|
Interest
|
|
Yield/
Cost
|
||||||||||
|
(In thousands)
|
||||||||||||||||||||
Interest-earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total loans
|
$
|
1,316,514
|
|
|
$
|
11,562
|
|
|
3.48
|
%
|
|
$
|
1,085,951
|
|
|
$
|
9,780
|
|
|
3.57
|
%
|
Securities
|
429,667
|
|
|
3,838
|
|
|
3.54
|
|
|
414,864
|
|
|
3,284
|
|
|
3.14
|
|
||||
Other interest earning assets (1)
|
34,061
|
|
|
106
|
|
|
1.23
|
|
|
113,163
|
|
|
108
|
|
|
0.38
|
|
||||
Total interest-earning assets
|
1,780,242
|
|
|
15,506
|
|
|
3.46
|
%
|
|
1,613,978
|
|
|
13,172
|
|
|
3.24
|
%
|
||||
Non-interest-earning assets
|
89,085
|
|
|
|
|
|
|
91,717
|
|
|
|
|
|
||||||||
Total assets
|
$
|
1,869,327
|
|
|
|
|
|
|
$
|
1,705,695
|
|
|
|
|
|
||||||
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest-bearing deposits:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
NOW accounts
|
$
|
128,298
|
|
|
15
|
|
|
0.05
|
%
|
|
$
|
124,846
|
|
|
19
|
|
|
0.06
|
%
|
||
Regular savings accounts
|
289,236
|
|
|
269
|
|
|
0.37
|
|
|
336,151
|
|
|
360
|
|
|
0.42
|
|
||||
Money market accounts
|
348,658
|
|
|
606
|
|
|
0.69
|
|
|
197,500
|
|
|
270
|
|
|
0.54
|
|
||||
Certificates of deposit
|
392,170
|
|
|
1,036
|
|
|
1.05
|
|
|
346,807
|
|
|
727
|
|
|
0.83
|
|
||||
Total interest-bearing deposits
|
1,158,362
|
|
|
1,926
|
|
|
0.66
|
|
|
1,005,304
|
|
|
1,376
|
|
|
0.54
|
|
||||
Borrowings
|
135,554
|
|
|
287
|
|
|
0.84
|
|
|
145,848
|
|
|
275
|
|
|
0.75
|
|
||||
Total interest-bearing liabilities
|
1,293,916
|
|
|
2,213
|
|
|
0.68
|
%
|
|
1,151,152
|
|
|
1,651
|
|
|
0.57
|
%
|
||||
Non-interest-bearing deposits
|
142,328
|
|
|
|
|
|
|
117,393
|
|
|
|
|
|
||||||||
Other non-interest-bearing liabilities
|
20,368
|
|
|
|
|
|
|
78,377
|
|
|
|
|
|
||||||||
Total liabilities
|
1,456,612
|
|
|
|
|
|
|
1,346,922
|
|
|
|
|
|
||||||||
Equity
|
412,715
|
|
|
|
|
|
|
358,773
|
|
|
|
|
|
||||||||
Total liabilities and equity
|
$
|
1,869,327
|
|
|
|
|
|
|
$
|
1,705,695
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net interest-earning assets (2)
|
$
|
486,326
|
|
|
|
|
|
|
$
|
462,826
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net interest and dividend income (FTE)
|
|
|
13,293
|
|
|
|
|
|
|
11,521
|
|
|
|
||||||||
Less: FTE adjustment
|
|
|
(88
|
)
|
|
|
|
|
|
(102
|
)
|
|
|
||||||||
Net interest and dividend income (GAAP)
|
|
|
$
|
13,205
|
|
|
|
|
|
|
$
|
11,419
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net interest rate spread
(FTE) (3)
|
|
|
|
|
2.78
|
%
|
|
|
|
|
|
2.67
|
%
|
||||||||
Net interest margin
(FTE) (4)
|
|
|
|
|
2.96
|
%
|
|
|
|
|
|
2.83
|
%
|
||||||||
Average interest-earning assets to interest-bearing liabilities
|
137.59
|
%
|
|
|
|
|
|
140.21
|
%
|
|
|
|
|
||||||||
Total deposits cost
|
|
|
|
|
0.59
|
%
|
|
|
|
|
|
0.49
|
%
|
(1)
|
Includes Federal Home Loan Bank stock and short-term investments.
|
(2)
|
Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.
|
(3)
|
Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.
|
(4)
|
Net interest margin represents net interest and dividend income as a percentage of average interest-earning assets.
|
|
For the Nine Months Ended September 30,
|
||||||||||||||||||||
|
2015
|
|
2014
|
||||||||||||||||||
|
Average
Outstanding
Balance
|
|
Interest
|
|
Yield/
Cost
|
|
Average
Outstanding
Balance
|
|
Interest
|
|
Yield/
Cost
|
||||||||||
|
(In thousands)
|
||||||||||||||||||||
Interest-earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total loans
|
$
|
1,240,142
|
|
|
$
|
32,844
|
|
|
3.54
|
%
|
|
$
|
979,459
|
|
|
$
|
27,340
|
|
|
3.73
|
%
|
Securities
|
427,064
|
|
|
8,391
|
|
|
2.63
|
|
|
426,658
|
|
|
7,526
|
|
|
2.36
|
|
||||
Other interest earning assets
(1)
|
42,438
|
|
|
249
|
|
|
0.78
|
|
|
84,741
|
|
|
231
|
|
|
0.36
|
|
||||
Total interest-earning assets
|
1,709,644
|
|
|
41,484
|
|
|
3.24
|
%
|
|
1,490,858
|
|
|
35,097
|
|
|
3.15
|
%
|
||||
Non-interest-earning assets
|
92,937
|
|
|
|
|
|
|
85,450
|
|
|
|
|
|
||||||||
Total assets
|
$
|
1,802,581
|
|
|
|
|
|
|
$
|
1,576,308
|
|
|
|
|
|
||||||
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest-bearing deposits:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
NOW accounts
|
$
|
124,832
|
|
|
43
|
|
|
0.05
|
%
|
|
$
|
120,382
|
|
|
59
|
|
|
0.07
|
%
|
||
Regular savings accounts
|
296,364
|
|
|
880
|
|
|
0.40
|
|
|
344,069
|
|
|
1,043
|
|
|
0.41
|
|
||||
Money market accounts
|
314,828
|
|
|
1,585
|
|
|
0.67
|
|
|
186,685
|
|
|
730
|
|
|
0.52
|
|
||||
Certificates of deposit
|
372,408
|
|
|
2,926
|
|
|
1.05
|
|
|
353,947
|
|
|
2,243
|
|
|
0.85
|
|
||||
Total interest-bearing deposits
|
1,108,432
|
|
|
5,434
|
|
|
0.66
|
|
|
1,005,083
|
|
|
4,075
|
|
|
0.54
|
|
||||
Borrowings
|
126,256
|
|
|
811
|
|
|
0.86
|
|
|
172,348
|
|
|
905
|
|
|
0.70
|
|
||||
Total interest-bearing liabilities
|
1,234,688
|
|
|
6,245
|
|
|
0.68
|
%
|
|
1,177,431
|
|
|
4,980
|
|
|
0.57
|
%
|
||||
Non-interest-bearing deposits
|
132,900
|
|
|
|
|
|
|
108,889
|
|
|
|
|
|
||||||||
Other non-interest-bearing liabilities
|
20,694
|
|
|
|
|
|
|
53,648
|
|
|
|
|
|
||||||||
Total liabilities
|
1,388,282
|
|
|
|
|
|
|
1,339,968
|
|
|
|
|
|
||||||||
Equity
|
414,299
|
|
|
|
|
|
|
236,340
|
|
|
|
|
|
||||||||
Total liabilities and equity
|
$
|
1,802,581
|
|
|
|
|
|
|
$
|
1,576,308
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net interest-earning assets
(2)
|
$
|
474,956
|
|
|
|
|
|
|
$
|
313,427
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net interest and dividend income (FTE)
|
|
|
35,239
|
|
|
|
|
|
|
30,117
|
|
|
|
||||||||
Less: FTE adjustment
|
|
|
(254
|
)
|
|
|
|
|
|
(307
|
)
|
|
|
||||||||
Net interest and dividend income (GAAP)
|
|
|
$
|
34,985
|
|
|
|
|
|
|
$
|
29,810
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net interest rate spread
(FTE) (3)
|
|
|
|
|
2.56
|
%
|
|
|
|
|
|
2.58
|
%
|
||||||||
Net interest margin
(FTE) (4)
|
|
|
|
|
2.76
|
%
|
|
|
|
|
|
2.70
|
%
|
||||||||
Average interest-earning assets to interest-bearing liabilities
|
138.47
|
%
|
|
|
|
|
|
126.62
|
%
|
|
|
|
|
||||||||
Total deposits cost
|
|
|
|
|
0.59
|
%
|
|
|
|
|
|
0.49
|
%
|
(1)
|
Includes Federal Home Loan Bank stock and short-term investments.
|
(2)
|
Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.
|
(3)
|
Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.
|
(4)
|
Net interest margin represents net interest and dividend income as a percentage of average interest-earning assets.
|
|
Three Months Ended September 30,
|
||||||||||
|
2015 vs. 2014
|
||||||||||
|
Increase (Decrease) Due to
|
|
Total
Increase
(Decrease)
|
||||||||
|
Volume
|
|
Rate
|
|
|||||||
|
(in thousands)
|
||||||||||
Interest-earning assets:
|
|
|
|
|
|
||||||
Loans
|
$
|
2,033
|
|
|
$
|
(251
|
)
|
|
$
|
1,782
|
|
Securities
|
113
|
|
|
441
|
|
|
554
|
|
|||
Other
|
(36
|
)
|
|
34
|
|
|
(2
|
)
|
|||
Total interest-earning assets
|
2,110
|
|
|
224
|
|
|
2,334
|
|
|||
Interest-bearing liabilities:
|
|
|
|
|
|
||||||
NOW accounts
|
—
|
|
|
(4
|
)
|
|
(4
|
)
|
|||
Savings accounts
|
(49
|
)
|
|
(42
|
)
|
|
(91
|
)
|
|||
Money market accounts
|
166
|
|
|
170
|
|
|
336
|
|
|||
Certificates of deposit
|
88
|
|
|
221
|
|
|
309
|
|
|||
Total interest-bearing deposits
|
205
|
|
|
345
|
|
|
550
|
|
|||
Borrowings
|
(18
|
)
|
|
30
|
|
|
12
|
|
|||
Total interest-bearing liabilities
|
187
|
|
|
375
|
|
|
562
|
|
|||
Change in net interest and dividend income (FTE)
|
$
|
1,923
|
|
|
$
|
(151
|
)
|
|
$
|
1,772
|
|
|
Nine Months Ended September 30,
|
||||||||||
|
2015 vs. 2014
|
||||||||||
|
Increase (Decrease) Due to
|
|
Total
Increase
(Decrease)
|
||||||||
|
Volume
|
|
Rate
|
|
|||||||
|
(in thousands)
|
||||||||||
Interest-earning assets:
|
|
|
|
|
|
||||||
Loans
|
$
|
6,957
|
|
|
$
|
(1,453
|
)
|
|
$
|
5,504
|
|
Securities
|
7
|
|
|
858
|
|
|
865
|
|
|||
Other
|
(74
|
)
|
|
92
|
|
|
18
|
|
|||
Total interest-earning assets
|
6,890
|
|
|
(503
|
)
|
|
6,387
|
|
|||
Interest-bearing liabilities:
|
|
|
|
|
|
||||||
NOW accounts
|
2
|
|
|
(18
|
)
|
|
(16
|
)
|
|||
Savings accounts
|
(138
|
)
|
|
(25
|
)
|
|
(163
|
)
|
|||
Money market accounts
|
394
|
|
|
461
|
|
|
855
|
|
|||
Certificates of deposit
|
110
|
|
|
573
|
|
|
683
|
|
|||
Total interest-bearing deposits
|
368
|
|
|
991
|
|
|
1,359
|
|
|||
Borrowings
|
(209
|
)
|
|
115
|
|
|
(94
|
)
|
|||
Total interest-bearing liabilities
|
159
|
|
|
1,106
|
|
|
1,265
|
|
|||
Change in net interest and dividend income (FTE)
|
$
|
6,731
|
|
|
$
|
(1,609
|
)
|
|
$
|
5,122
|
|
|
Loans Delinquent For
|
|
Total
|
|||||||||||||||||
|
60-89 Days
|
|
90 Days and Over
|
|
||||||||||||||||
|
Number
|
|
Amount
|
|
Number
|
|
Amount
|
|
Number
|
|
Amount
|
|||||||||
|
(In thousands)
|
|||||||||||||||||||
At September 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Real estate loans and lines:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
1-4 family residential
|
2
|
|
|
$
|
1,238
|
|
|
5
|
|
|
$
|
712
|
|
|
7
|
|
|
$
|
1,950
|
|
Home equity
|
3
|
|
|
309
|
|
|
2
|
|
|
612
|
|
|
5
|
|
|
921
|
|
|||
Total real estate loans and lines
|
5
|
|
|
1,547
|
|
|
7
|
|
|
1,324
|
|
|
12
|
|
|
2,871
|
|
|||
Consumer loans
|
3
|
|
|
82
|
|
|
1
|
|
|
110
|
|
|
4
|
|
|
192
|
|
|||
Total loans
|
8
|
|
|
$
|
1,629
|
|
|
8
|
|
|
$
|
1,434
|
|
|
16
|
|
|
$
|
3,063
|
|
At December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Real estate loans and lines:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
1-4 family residential
|
3
|
|
|
$
|
522
|
|
|
8
|
|
|
$
|
1,370
|
|
|
11
|
|
|
$
|
1,892
|
|
Home equity
|
—
|
|
|
—
|
|
|
1
|
|
|
475
|
|
|
1
|
|
|
475
|
|
|||
Total real estate loans and lines
|
3
|
|
|
522
|
|
|
9
|
|
|
1,845
|
|
|
12
|
|
|
2,367
|
|
|||
Consumer loans
|
—
|
|
|
—
|
|
|
1
|
|
|
5
|
|
|
1
|
|
|
5
|
|
|||
Total loans
|
3
|
|
|
$
|
522
|
|
|
10
|
|
|
$
|
1,850
|
|
|
13
|
|
|
$
|
2,372
|
|
|
At September 30, 2015
|
|
At December 31, 2014
|
||||
|
(In thousands)
|
||||||
Non-accrual loans:
|
|
|
|
||||
1-4 family residential
|
$
|
4,116
|
|
|
$
|
3,876
|
|
Home equity
|
733
|
|
|
578
|
|
||
Consumer
|
150
|
|
|
27
|
|
||
Total non-accrual loans
|
$
|
4,999
|
|
|
$
|
4,481
|
|
|
|
|
|
||||
Ratios:
|
|
|
|
||||
Non-accrual loans to total loans
|
0.37
|
%
|
|
0.39
|
%
|
||
Non-performing assets to total assets
|
0.26
|
%
|
|
0.26
|
%
|
|
At September 30, 2015
|
|
At December 31, 2014
|
||||
|
(In thousands)
|
||||||
|
|
|
|
||||
Performing troubled debt restructurings
|
$
|
237
|
|
|
$
|
255
|
|
Nonaccrual troubled debt restructurings
|
1,194
|
|
|
467
|
|
||
Total
|
$
|
1,431
|
|
|
$
|
722
|
|
|
|
|
|
||||
Ratios:
|
|
|
|
||||
Performing troubled debt restructurings as a % of total loans
|
0.02
|
%
|
|
0.02
|
%
|
||
Nonaccrual troubled debt restructurings as a % of total loans
|
0.09
|
%
|
|
0.04
|
%
|
||
Total troubled debt restructurings as a % of total loans
|
0.11
|
%
|
|
0.06
|
%
|
|
At September 30, 2015
|
|
At December 31, 2014
|
||||
|
(In thousands)
|
||||||
Classified loans:
|
|
|
|
||||
Substandard
|
$
|
2,352
|
|
|
$
|
1,362
|
|
Doubtful
|
703
|
|
|
709
|
|
||
Loss
|
—
|
|
|
—
|
|
||
Total classified loans
|
3,055
|
|
|
2,071
|
|
||
Special mention
|
11,247
|
|
|
4,966
|
|
||
Total criticized loans
|
$
|
14,302
|
|
|
$
|
7,037
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(In thousands)
|
||||||||||||||
Balance at beginning of period
|
$
|
13,777
|
|
|
$
|
11,292
|
|
|
$
|
12,973
|
|
|
$
|
9,671
|
|
Charge-offs:
|
|
|
|
|
|
|
|
||||||||
Real estate:
|
|
|
|
|
|
|
|
||||||||
1-4 family residential
|
—
|
|
|
—
|
|
|
—
|
|
|
(19
|
)
|
||||
Consumer loans
|
(13
|
)
|
|
(9
|
)
|
|
(32
|
)
|
|
(42
|
)
|
||||
Total charge-offs
|
(13
|
)
|
|
(9
|
)
|
|
(32
|
)
|
|
(61
|
)
|
||||
Recoveries:
|
|
|
|
|
|
|
|
||||||||
Real estate:
|
|
|
|
|
|
|
|
||||||||
1-4 family residential
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total recoveries
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net (charge-offs) recoveries
|
(13
|
)
|
|
(9
|
)
|
|
(32
|
)
|
|
(61
|
)
|
||||
Provision for loan losses
|
1,318
|
|
|
1,438
|
|
|
2,141
|
|
|
3,111
|
|
||||
Balance at end of period
|
$
|
15,082
|
|
|
$
|
12,721
|
|
|
$
|
15,082
|
|
|
$
|
12,721
|
|
Ratios:
|
|
|
|
|
|
|
|
||||||||
Net charge-offs (recoveries) to average loans outstanding
|
—
|
%
|
|
0.01
|
%
|
|
—
|
%
|
|
0.01
|
%
|
||||
Allowance for loan losses to non-accrual loans at end of period
|
302
|
%
|
|
295
|
%
|
|
302
|
%
|
|
295
|
%
|
||||
Allowance for loan losses to total loans at end of period (1)
|
1.10
|
%
|
|
1.13
|
%
|
|
1.10
|
%
|
|
1.13
|
%
|
(1)
|
Total loans does not include deferred costs or discounts.
|
|
At September 30, 2015
|
|
At December 31, 2014
|
||||||||||
|
Amount
|
|
Percent of Loans in Category of Total Loans
|
|
Amount
|
|
Percent of Loans in Category of Total Loans
|
||||||
|
(In thousands)
|
||||||||||||
Real estate:
|
|
|
|
|
|
|
|
||||||
1-4 family residential
|
$
|
3,560
|
|
|
39.5
|
%
|
|
$
|
3,222
|
|
|
40.13
|
%
|
Home equity
|
545
|
|
|
5.4
|
%
|
|
340
|
|
|
5.38
|
|
||
Commercial
|
5,220
|
|
|
36.5
|
%
|
|
3,551
|
|
|
33.81
|
|
||
Construction
|
722
|
|
|
4.0
|
%
|
|
1,056
|
|
|
4.67
|
|
||
Commercial business loans
|
3,571
|
|
|
12.0
|
%
|
|
3,410
|
|
|
13.24
|
|
||
Consumer loans
|
711
|
|
|
2.6
|
%
|
|
736
|
|
|
2.77
|
|
||
Total allocated allowance
|
14,329
|
|
|
100.00
|
%
|
|
12,315
|
|
|
100.00
|
%
|
||
Unallocated
|
753
|
|
|
|
|
658
|
|
|
|
||||
Total
|
$
|
15,082
|
|
|
|
|
$
|
12,973
|
|
|
|
Change in Interest
Rates (basis points) (1)
|
|
Change in Net Interest Income
Year One
(% Change From Year One Base)
|
+200
|
|
3.3%
|
-100
|
|
(1.2)%
|
(1)
|
The calculated change in net interest income assumes a gradual parallel shift across the yield curve over a one-year period.
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4.
|
Controls and Procedures
|
Item 1.
|
Legal Proceedings
|
Item 1A.
|
Risk Factors
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
Period
|
|
Total Number of Shares (or Units) Purchased
|
|
Average Price Paid Per Share (or Unit)
|
|
Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Number (or Appropriate Dollar Value) of Shares (Or Units) that May Yet be Purchased Under the Plans or Programs
|
|||||
|
|
|
|
|
|
|
|
|
|||||
July 1, 2015-July 31, 2015
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
1,423,340
|
|
August 1, 2015-August 31, 2015
|
|
201,800
|
|
|
$
|
14.30
|
|
|
201,800
|
|
|
1,221,540
|
|
September 1, 2015-September 30, 2015
|
|
114,700
|
|
|
$
|
14.14
|
|
|
316,500
|
|
|
1,106,840
|
|
|
|
316,500
|
|
|
$
|
14.24
|
|
|
316,500
|
|
|
1,106,840
|
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Other Information
|
Item 6.
|
Exhibits
|
10.4
|
Performance Based Restricted Stock Award Agreement with William M. Parent under the Blue Hills Bancorp, Inc. 2015 Equity Incentive Plan
|
31.1
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.2
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
32
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
BLUE HILLS BANCORP, INC.
|
|
|
|
|
|
|
|
|
|
Date: November 13, 2015
|
By:
|
/s/ William M. Parent
|
|
|
|
William M. Parent
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
Date: November 13, 2015
|
By:
|
/s/ James Kivlehan
|
|
|
|
James Kivlehan
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
3.
|
Total number of shares of Company common stock, $0.01 par value per share, that may be acquired pursuant to this Option
:
|
•
|
This is an Incentive Stock Option (“
ISO
”) to the maximum extent permitted under Code Section 422(d).
|
6.
|
Vesting Schedule
. Except as otherwise provided in this Agreement, this Option first becomes exercisable, subject to the Option’s expiration date, in accordance with the vesting schedule specified herein.
|
Date
|
Vested Portion of Award
|
__________ __, 201_
|
__%
|
__________ __, 201_
|
__%
|
__________ __, 201_
|
__%
|
__________ __, 201_
|
__%
|
__________ __, 201_
|
__%
|
7.1
|
Delivery of Notice of Exercise of Option
. This Option will be exercised in whole or in part by the Participant’s delivery to the Company of written notice (the “
Notice of Exercise of Option
” attached hereto as Exhibit A) setting forth the number of shares with respect to which this Option is to be exercised, together with payment by cash or other means acceptable to the Committee, including:
|
•
|
Cash or personal, certified or cashier’s check in full/partial payment of the purchase price.
|
•
|
Stock of the Company in full/partial payment of the purchase price.
|
•
|
By a net settlement of the Option, using a portion of the shares obtained on exercise in payment of the exercise price of the Option (and, if applicable, any minimum required tax withholding).
|
•
|
By selling shares from my Option shares through a broker in full/partial payment of the purchase price.
|
Attention:
|
[Ms. Cheryl Haynes
|
7.2
|
“Fair Market Value”
shall have the meaning set forth in Section 8.1(s) of the Plan.
|
8.1
|
Delivery of Shares
. Delivery of shares of Common Stock upon the exercise of this Option will comply with all applicable laws (including the requirements of the Securities Act) and the applicable requirements of any securities exchange or similar entity.
|
9.1
|
In the event of an Involuntary Termination at or following a Change in Control, all Options held by the Participant, whether or not exercisable at such time, will become fully exercisable, subject to the expiration provisions otherwise applicable to the Option.
|
9.2
|
A “
Change in Control
” will be deemed to have occurred as provided in Section 4.2 of the Plan.
|
(i)
|
Death
. This Option will become exercisable as to all shares subject to an outstanding Award, whether or not then exercisable, in the event of the Participant’s Termination of Service by reason of the Participant’s death. This Option may thereafter be exercised by the Participant’s legal representative or beneficiaries for a period of one (1) year from the date of death, subject to termination on the expiration date of this Option, if earlier.
|
(ii)
|
Disability
. This Option will become exercisable as to all shares subject to an outstanding Award, whether or not then exercisable, in the event of the Participant’s Termination of Service by reason of the Participant’s Disability. This Option may thereafter be exercised for a period of one (1) year from the date of such Termination of Service by reason of Disability, subject to termination on the Option’s expiration date, if earlier.
|
(iii)
|
Retirement.
Vested Options may be exercised for a period of one (1) year from the date of Termination of Service by reason of Retirement, subject to termination on the Option’s expiration date, if earlier (and, for purposes of clarity, non-vested Options will be forfeited on the date of Termination of Service by reason of Retirement). “Retirement” shall have the meaning set forth in Section 8.1(dd) of the Plan (i.e., retirement from employment as an Employee on or after attainment of age 65). Options exercised more than three months following Retirement will not have ISO treatment.
|
(iv)
|
Termination for Cause
.
If the Participant’s Service has terminated for Cause, all Options that have not been exercised will expire and be forfeited.
|
(v)
|
Other Termination
.
If the Participant’s Service terminates for any reason other than due to death, Disability or Retirement, this Option may thereafter be exercised, to the extent it was exercisable at the time of such termination, for a period of three months following termination, subject to termination on the Option’s expiration date, if earlier.
|
13.1
|
No Option will confer upon the Participant any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights.
|
13.2
|
This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.
|
13.3
|
Except as otherwise provided by the Committee, ISOs under the Plan are not transferable except (1) as designated by the Participant by will or by the laws of descent and distribution, (2) to a trust established by the Participant, or (3) between spouses incident to a divorce or pursuant to a domestic relations order, provided, however, that in the case of a transfer described under (3), the Option will not qualify as an ISO as of the day of such transfer.
|
13.4
|
This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts.
|
13.5
|
This Agreement is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Participant agrees that he will not exercise the Option granted hereby nor will the Company be obligated to issue any shares of stock hereunder if the exercise thereof or the issuance of
|
13.6
|
The granting of this Option does not confer upon the Participant any right to be retained in the employ of the Company or any subsidiary.
|
___
|
Cash or personal, certified or cashier’s check in the sum of $_______, in full/partial payment of the purchase price.
|
___
|
Stock of the Company with a fair market value of $______ in full/partial payment of the purchase price.*
|
___
|
A net settlement of the Option, using a portion of the shares obtained on exercise in payment of the exercise price of the Option (and, if applicable, any minimum required tax withholding).
|
___
|
Selling ______ shares from my Option shares through a broker in full/partial payment of the purchase price.
|
1.
|
Name of Participant
:
|
2.
|
Date of Grant
: ____________, 20__
|
3.
|
Total number of shares of Company common stock, $0.01 par value per share, that may be acquired pursuant to this Option
:
|
•
|
This is a Non-Qualified Option.
|
6.
|
Vesting Schedule
. Except as otherwise provided in this Agreement, this Option first becomes exercisable, subject to the Option’s expiration date, in accordance with the vesting schedule specified herein.
|
Date
|
Vested Portion of Award
|
__________ __, 201_
|
__%
|
__________ __, 201_
|
__%
|
__________ __, 201_
|
__%
|
__________ __, 201_
|
__%
|
__________ __, 201_
|
__%
|
7.1
|
Delivery of Notice of Exercise of Option
. This Option will be exercised in whole or in part by the Participant’s delivery to the Company of written notice (the “
Notice of Exercise of Option
” attached hereto as Exhibit A) setting forth the number of shares with respect to which this Option is to be exercised, together with payment by cash or other means acceptable to the Committee, including:
|
•
|
Cash or personal, certified or cashier’s check in full/partial payment of the purchase price.
|
•
|
Stock of the Company in full/partial payment of the purchase price.
|
•
|
By a net settlement of the Option, using a portion of the shares obtained on exercise in payment of the exercise price of the Option (and, if applicable, any minimum required tax withholding).
|
•
|
By selling shares from my Option shares through a broker in full/partial payment of the purchase price.
|
Attention:
|
[Ms. Cheryl Haynes
|
7.2
|
“Fair Market Value”
shall have the meaning set forth in Section 8.1(s) of the Plan.
|
8.1
|
Delivery of Shares
. Delivery of shares of Common Stock upon the exercise of this Option will comply with all applicable laws (including the requirements of the Securities Act) and the applicable requirements of any securities exchange or similar entity.
|
9.1
|
In the event of an Involuntary Termination at or following a Change in Control, all Options held by the Participant, whether or not exercisable at such time, will become fully exercisable, subject to the expiration provisions otherwise applicable to the Option.
|
9.2
|
A “
Change in Control
” will be deemed to have occurred as provided in Section 4.2 of the Plan.
|
(i)
|
Death
. This Option will become exercisable as to all shares subject to an outstanding Award, whether or not then exercisable, in the event of the Participant’s Termination of Service by reason of the Participant’s death. This Option may thereafter be exercised by the Participant’s legal representative or beneficiaries for a period of one (1) year from the date of death, subject to termination on the expiration date of this Option, if earlier.
|
(ii)
|
Disability
. This Option will become exercisable as to all shares subject to an outstanding Award, whether or not then exercisable, in the event of the Participant’s Termination of Service by reason of the Participant’s Disability. This Option may thereafter be exercised for a period of one (1) year from the date of such Termination of Service by reason of Disability, subject to termination on the Option’s expiration date, if earlier.
|
(iii)
|
Retirement
. Vested Options may be exercised for a period of one (1) year from the date of Termination of Service by reason of Retirement, subject to termination on the Option’s expiration date, if earlier (and, for purposes of clarity, non-vested Options will be forfeited on the date of Termination of Service by reason of Retirement). “Retirement” shall have the meaning set forth in Section 8.1(dd) of the Plan (i.e., retirement from employment as an Employee on or after attainment of age 65 or retirement as a Director on or after attainment of the latest age at which a Director is eligible for election or appointment as a voting member of the Board under the Company’s charter or if there are no age limitations for serving as a Director, then age 75).
|
(iv)
|
Termination for Cause
.
If the Participant’s Service has been terminated for Cause, all Options that have not been exercised will expire and be forfeited.
|
(v)
|
Other Termination
.
If the Participant’s Service terminates for any reason other than due to death, Disability, Retirement or for Cause, this Option may thereafter be exercised, to the extent it was exercisable at the time of such termination, for a period
|
13.1
|
No Option will confer upon the Participant any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights.
|
13.2
|
This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.
|
13.3
|
In the discretion of the Committee, a non-qualified Option granted under the Plan may be transferable by the Participant, provided, however, that such transfers will be limited to Immediate Family Members of Participants, trusts and partnerships established for the primary benefit of such family members or to charitable organizations, and provided, further, that such transfers are not made for consideration to the Participant.
|
13.4
|
This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts.
|
13.5
|
This Agreement is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the
|
___
|
Cash or personal, certified or cashier’s check in the sum of $_______, in full/partial payment of the purchase price.
|
___
|
Stock of the Company with a fair market value of $______ in full/partial payment of the purchase price.*
|
___
|
A net settlement of the Option, using a portion of the shares obtained on exercise in payment of the exercise price of the Option (and, if applicable, any minimum required tax withholding).
|
___
|
Selling ______ shares from my Option shares through a broker in full/partial payment of the purchase price.
|
1.
|
Name of Participant
____________________________________________________________
|
3.
|
Total number of shares of Company common stock, $0.01 par value per share, covered by the Restricted Stock Award:
|
4.
|
Vesting Schedule
. Except as otherwise provided in this Agreement, this Restricted Stock Award first becomes earned in accordance with the vesting schedule specified herein.
|
Date
|
Vested Portion of Award
|
__________ __, 201_
|
__%
|
__________ __, 201_
|
__%
|
__________ __, 201_
|
__%
|
__________ __, 201_
|
__%
|
__________ __, 201_
|
__%
|
6.
|
Terms and Conditions
.
|
6.1
|
The Participant will have the right to vote the shares of Restricted Stock awarded hereunder on matters which require shareholder vote.
|
6.2
|
Any cash dividends or distributions declared with respect to shares of Stock subject to the Restricted Stock Award will be delayed and distributed to the Participant at the time the Restricted Stock vests. No dividend will be paid with respect to any Restricted Stock Award subject to performance-based vesting conditions unless and until the Participant vests in such Restricted Stock Award. Any stock dividends declared on shares of Stock subject to a Restricted Stock Award will be subject to the same restrictions and will vest at the same time as the shares of Restricted Stock from which said dividends were derived.
|
7.
|
Delivery of Shares
.
|
8.1
|
In the event of an Involuntary Termination at or following a Change in Control, all Restricted Stock Awards held by the Participant will become fully vested.
|
8.2
|
A “
Change in Control
” will be deemed to have occurred as provided in Section 4.2 of the Plan.
|
(i)
|
Death
. In the event of the Participant’s Termination of Service by reason of the Participant’s death, all Restricted Stock will vest as to all shares subject to an outstanding Award, whether or not immediately vested, at the date of Termination of Service.
|
(ii)
|
Disability
. In the event of the Participant’s Termination of Service by reason of Disability, all Restricted Stock will vest as to all shares subject to an outstanding Award, whether or not immediately vested, at the date of Termination of Service
.
|
(iii)
|
Retirement
. In the event of the Participant’s Termination of Service by reason of the Participant’s Retirement, any Restricted Stock award that has not vested as of the date of Termination of Service will expire and be forfeited. “Retirement” shall have the meaning set forth in Section 8.1(dd) of the Plan (i.e., retirement from employment as an Employee on or after attainment of age 65 or retirement as a Director on or after attainment of the latest age at which a Director is eligible for election or appointment as a voting member of the Board under the Company’s charter or if there are no age limitations for serving as a Director, then age 75).
|
(iv)
|
Termination for Cause
.
If the Participant’s Service has been terminated for Cause, all Restricted Stock granted to a Participant that has not vested will expire and be forfeited.
|
(v)
|
Other Termination
.
If a Participant terminates Service for any reason other than due to death, Disability, Retirement or for Cause, all shares of Restricted Stock awarded to the Participant which have not vested as of the date of Termination of Service will expire and be forfeited.
|
12.1
|
No Restricted Stock Award will confer upon the Participant any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights.
|
12.2
|
This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.
|
12.3
|
Restricted Stock Awards are not transferable prior to the time such Awards vest in the Participant.
|
12.4
|
This Restricted Stock Award will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts.
|
12.5
|
This Restricted Stock Award is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Company will not be obligated to issue any shares of stock hereunder if the issuance of such shares would constitute a violation of any such law, regulation or order or any provision thereof.
|
1.
|
Name of Participant:
William M. Parent
|
3.
|
Total number of shares of Company common stock, $0.01 par value per share, covered by the Restricted Stock Award:
40,000
(
subject to adjustment pursuant to Section 9 hereof
).
|
4.
|
Performance-Based Vesting
. The Committee has set three performance metrics in order to achieve full vesting of this Award. The Award will vest over a five-year period, with a maximum of up to
8,000
Awards vesting each year. The performance metrics will be weighted 50%, 25% and 25%. The measurement period will be the twelve month period coinciding with the calendar year, commencing in calendar year 2016. The "determination date" for purposes of vesting of each installment will be March 15 of the calendar year immediately following the calendar year for which the satisfaction of the Award is being determined (or as soon thereafter during said calendar year as achievement or non-achievement of the performance metrics can be determined, with any delayed date being deemed the "determination date"). In order to vest in the Award: (i) the Committee must certify,
in writing
, that the performance metrics were in fact satisfied, and (ii) the Participant must be employed on the determination date, unless the provisions of the next paragraph are applicable.
|
If Company’s percentile is equal to or less than 50
th
percentile of its Peers
(it being understood that the lower percentile is preferable)
|
If Company’s percentile is 51st percentile or higher of its Peers
|
100% attributable to this metric vest
|
0% attributable to this metric vest
|
If Company’s growth percentile is equal to or less than 50
th
percentile of its Peers
|
If Company’s growth percentile is in the 51st percentile or higher of its Peers
|
0% attributable to this metric vest
|
100% attributable to this metric vest
|
If Company’s growth percentile is equal to or less than 50
th
percentile of its Peers
|
If Company’s growth percentile is in the 51st percentile or higher of its Peers
|
0% attributable to this metric vest
|
100% attributable to this metric vest
|
6.
|
Terms and Conditions
.
|
6.1
|
The Participant will have the right to vote the shares of Restricted Stock awarded hereunder on matters which require shareholder vote.
|
6.2
|
Dividends paid on any share of Restricted Stock will not be paid to the Participant unless and until (i) the performance goals described in Section 4 of this Agreement have been certified by the Committee as having been achieved and such share vests. Dividends attributable to a share (and earnings thereon, if any) will be paid to the Participant no later than thirty (30) days after the underlying share vests.
|
7.
|
Delivery of Shares
.
|
8.1
|
In the event of a Change in Control, all performance measures attached to this Restricted Stock Award will be deemed satisfied as of the date of the Change in Control.
|
8.2
|
A “
Change in Control
” will be deemed to have occurred as provided in Section 4.2 of the Plan.
|
(a)
|
Death
. In the event of the Participant’s Termination of Service due to death, all Restricted Stock granted hereunder will vest as of the date of death.
|
(b)
|
Disability
. In the event of the Participant’s Termination of Service due to Disability, all Restricted Stock granted hereunder will vest as of the date of Disability.
|
(c)
|
Retirement.
In the event of the Participant’s Termination of Service due to the Participant’s Retirement during any calendar year of the performance period, the Participant may vest in a part of the Restricted Stock Award that would vest in such calendar year, so long as the vesting is not accelerated but shall occur on the determination date (which will be following Retirement), based on the period of the Participant's active employment and the level of achievement of the performance measures during the period of such active employment. “Retirement” shall have the meaning set forth in Section 8.1(dd) of the Plan.
|
(d)
|
Termination for Cause
.
If the Participant’s Service has been terminated for Cause,
any Restricted Stock granted hereunder that has not vested as of the date of Termination of Service
|
(e)
|
Other Termination
.
If a Participant terminates Service for any reason other than due to death, Disability, Retirement, or following a Change in Control or for Cause,
any Restricted Stock granted hereunder that has not vested as of the date of Termination of Service will be forfeited and cancelled.
|
11.1
|
This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.
|
11.2
|
Restricted Stock Awards are not transferable prior to the time such Awards vest.
|
11.3
|
This Restricted Stock Award will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts.
|
11.4
|
This Restricted Stock Award is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Company will not be obligated to issue any shares of stock hereunder if the issuance of such shares would constitute a violation of any such law, regulation or order or any provision thereof.
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Blue Hills Bancorp, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
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
|
c)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: November 13, 2015
|
|
/s/ William M. Parent
|
|
|
William M. Parent
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Blue Hills Bancorp, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
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
|
c)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: November 13, 2015
|
|
/s/ James Kivlehan
|
|
|
James Kivlehan
|
|
|
Executive Vice President and Chief Financial Officer
|
1.
|
the Report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: November 13, 2015
|
|
/s/ William M. Parent
|
|
|
William M. Parent
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
|
Date: November 13, 2015
|
|
/s/ James Kivlehan
|
|
|
James Kivlehan
|
|
|
Executive Vice President and Chief Financial Officer
|