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8-K - 8-K - BOSTON PRIVATE FINANCIAL HOLDINGS INCa2013q48-kearnings1x15x2014.htm


Boston Private Financial Holdings, Inc. Reports Fourth Quarter and Year End 2013 Results;
Raises Dividend to $0.08 Per Share
Fourth Quarter and Full Year Highlights:
Earnings increased 32% year-over-year: Full year 2013 GAAP Net Income Attributable to the Company increased to $70.5 million, or $0.68 per share, versus net income of $53.3 million, or $0.61 per share, for the full year of 2012.
Deposit and loan growth: Deposits increased 3% linked quarter and 5% year-over-year to $5.1 billion driven by growth in money market accounts. Total Loans increased 4% linked quarter and 6% year-over-year to $5.1 billion.
Core fees represent 42% of a growing revenue base: Fees from Wealth Management businesses increased 10% to $30.4 million on a linked quarter basis. Full year 2013 fees from Wealth Management businesses increased 12% to $112.7 million. Net Interest Income grew 3% in the fourth quarter, contributing to 7% overall revenue growth quarter-to-quarter.
Total Operating Expenses decreased: Full year 2013 Total Operating Expenses decreased 5% to $221.4 million.
Provision credit: The Company recorded a provision credit of $2.0 million in the quarter due to recoveries of $2.3 million and a 9% linked quarter reduction in Classified Loans. For the full year of 2013, the Company recorded a provision credit of $10.0 million.
Dividend increase announced: The Board of Directors today approved a cash dividend of $0.08 per share, up from $0.07 per share last quarter.
Boston, MA - January 15, 2014 - Boston Private Financial Holdings, Inc. (NASDAQ: BPFH) (the "Company" or "BPFH") today reported fourth quarter 2013 GAAP Net Income Attributable to the Company of $17.7 million, compared to $18.3 million in the third quarter of 2013. BPFH reported fourth quarter diluted earnings per share of $0.20 compared to $0.22 in the third quarter of 2013.
For the full year of 2013, BPFH reported GAAP Net Income Attributable to the Company of $70.5 million, compared to $53.3 million for the full year of 2012. BPFH reported diluted earnings per share of $0.68 compared to $0.61 for the full year of 2012.
"Our Company delivered on the full year targets we articulated for shareholders throughout 2013: low-to-mid single digit loan and deposit growth, double digit growth in Wealth Management revenue, expense discipline and efficient capital management," said Clayton G. Deutsch, CEO and President of the Company. "This performance strengthened our margins and significantly improved our Return on Equity over the prior year. We see momentum in our businesses, believe we have a strong balance sheet and capital base, and have decided to raise the dividend to enhance shareholder return."
Core Fees Increased 10% Linked Quarter, 12% in 2013
Core Fees and Income (Investment Management and Trust Fees, Private Banking Investment Management and Trust Fees, Wealth Advisory Fees, Other Banking Fee Income and Gain on Sale of Loans) for the fourth quarter increased 10% to $32.8 million from $29.8 million in the third quarter of 2013. The increase was driven by fee growth in all three of the Company's Wealth Management businesses. For the full year of 2013, Core Fees and Income increased 12% to $122.7 million.

1



Total Assets Under Management/Advisory ("AUM") increased to $24.3 billion in the fourth quarter, up 7% from $22.7 billion in the third quarter of 2013. AUM increased 19% from $20.4 billion in the fourth quarter of 2012. The Company experienced fourth quarter 2013 AUM net inflows of $147 million, as compared to third quarter 2013 AUM net inflows of $52 million. AUM net inflows for the full year of 2013 were $152 million as compared to $621 million from the full year of 2012. Full year 2012 net inflows were impacted by two lift-outs completed during the year by affiliate Anchor Capital Advisors.
Net Interest Income Increased 3% Linked Quarter
Net Interest Income in the fourth quarter was $43.5 million, up 3% from $42.3 million in the third quarter of 2013. For the full year of 2013, Net Interest Income declined 5% to $174.0 million.
Net Interest Margin was 2.98% in the fourth quarter, down one basis point from 2.99% in the third quarter. The decrease was driven by larger average cash balances. For the full year of 2013, Net Interest Margin decreased 17 basis points to 3.05%.
Total Operating Expenses Decreased 5% in 2013
Total Operating Expenses for the fourth quarter of 2013 were $55.7 million, up 7% from $52.1 million in the third quarter of 2013. For the full year of 2013, Total Operating Expenses were $221.4 million, down 5% from $232.5 million (including restructuring costs of $5.9 million) in 2012.
Criticized Loans Decreased 26% YOY
The Company recorded a $2.0 million credit to its Provision for Loan Losses in the fourth quarter of 2013, compared to a provision credit of $6.0 million in the third quarter. The provision credit was driven by recoveries of $2.3 million and a reduction in Classified Loans (Accruing Substandard Loans and Nonaccrual Loans). For the full year of 2013, the Company recorded a provision credit of $10.0 million as compared to a provision credit of $3.3 million for 2012.
Criticized Loans increased 3% to $173.6 million on a linked quarter basis, and decreased 26% year-over-year. Nonaccrual Loans ("Nonaccruals") decreased 12% to $44.8 million, down from $50.8 million on a linked quarter basis. On a year-over-year basis, Nonaccruals decreased 26% from $60.7 million. As a percentage of Total Loans, Nonaccruals were 87 basis points at December 31, 2013, down 16 basis points from 1.03% at September 30, 2013, and down 39 basis points from 1.26% at December 31, 2012.
Additional credit metrics are listed below on a linked quarter and year-over-year basis:
(In millions)
December 31,
2013
 
September 30,
2013
 
December 31,
2012
Total Criticized Loans
$
173.6

 
$
169.3

 
$
235.0

Total Loans 30-89 Days Past Due and Accruing (13)
$
13.7

 
$
8.2

 
$
46.4

Total Net Loans (Charged-off)/ Recovered
$
1.2

 
$
2.4

 
$
(2.1
)
Allowance for Loan Losses/ Total Loans
1.49
%
 
1.57
%
 
1.75
%

2



Earnings Build Drives Dividend Increase
The Company maintained its strong capital position in 2013 and returned capital to shareholders via two dividend increases announced in the first and third quarters of 2013. Today the Board of Directors announced a dividend increase to $0.08 per share, up from $0.07 per share last quarter.
Capital ratios are listed below on a linked quarter and year-over-year basis:
 
December 31,
2013
 
September 30,
2013
 
December 31,
2012
Total Risk-Based Capital *
14.8
%
 
15.2
%
 
14.6
%
Tier I Risk-Based Capital *
13.5
%
 
13.9
%
 
13.4
%
Tier I Leverage Capital *
10.1
%
 
10.3
%
 
9.9
%
TCE/TA
7.5
%
 
7.5
%
 
7.7
%
Tier I Common Equity/ Risk Weighted Assets *
9.9
%
 
10.1
%
 
10.0
%
*December 31, 2013 data is presented based on estimated data.

Dividend Payments
Concurrent with the release of fourth quarter 2013 earnings, the Board of Directors of the Company declared a cash dividend to common shareholders of $0.08 per share. The record date for this dividend is February 7, 2014, and the payment date is February 21, 2014.
The Board of Directors of the Company also declared a cash dividend to holders of the Non-Cumulative Perpetual Preferred Stock, Series D of $17.375 per share, which will result in a dividend of $0.434375 per depositary share. The record date for this dividend is February 14, 2014, and the payment date is March 17, 2014.
Non-GAAP Financial Measures
The Company uses certain non-GAAP financial measures, such as net income, excluding the effect of significant transactions (core earnings); earnings per share, excluding the effect of significant transactions; tangible book value per share; the TCE/TA ratio; return on average common equity; return on average tangible common equity; pre-tax, pre-provision earnings; and the efficiency ratio (FTE basis), to provide information for investors to effectively analyze financial trends of ongoing business activities, and to enhance comparability with peers across the financial sector.  A detailed reconciliation table of the Company's GAAP to the non-GAAP measures is attached.
Conference Call
Management will hold a conference call at 8 a.m. Eastern Time on Thursday, January 16, to discuss the financial results, business highlights and outlook. To access the call:
Dial In #: (888) 317-6003
Elite Entry Number: 9064061
Replay Information:
Available from January 16 at 12 noon until January 23
Dial In #: (877) 344-7529
Conference Number: 10039001
The call will be simultaneously webcast and may be accessed on www.bostonprivate.com

3



Boston Private Financial Holdings, Inc.
Boston Private Financial Holdings, Inc. is a national financial services organization that owns Wealth Management and Private Banking affiliates in Boston, New York, Los Angeles and the San Francisco Bay Area. The Company has a $6 billion Private Banking balance sheet, and manages over $24 billion of client assets.
The Company positions its affiliates to serve the high net worth marketplace with high quality products and services of unique appeal to private clients. The Company also provides strategic oversight and access to resources, both financial and intellectual, to support affiliate management, marketing, compliance and legal activities. (NASDAQ: BPFH)
For more information about BPFH, visit the Company's website at www.bostonprivate.com.
Forward-Looking Statements
Certain statements in this press release that are not historical facts may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties. These statements include, among others, statements regarding our strategy, evaluations of future interest rate trends and liquidity, prospects for growth in assets, and prospects for overall results over the long term. You should not place undue reliance on our forward-looking statements. You should exercise caution in interpreting and relying on forward-looking statements because they are subject to significant risks, uncertainties and other factors which are, in some cases, beyond the Company's control. Forward-looking statements are based on the current assumptions and beliefs of management and are only expectations of future results. The Company's actual results could differ materially from those projected in the forward-looking statements as a result of, among other factors, adverse conditions in the capital and debt markets and the impact of such conditions on the Company's private banking, investment management and wealth advisory activities; changes in interest rates; competitive pressures from other financial institutions; the effects of continued weakness in general economic conditions on a national basis or in the local markets in which the Company operates, including changes which adversely affect borrowers' ability to service and repay our loans; changes in loan defaults and charge-off rates; changes in the value of securities and other assets, adequacy of loan loss reserves, or decreases in deposit levels necessitating increased borrowing to fund loans and investments; increasing government regulation; the risk that goodwill and intangibles recorded in the Company's financial statements will become impaired; the risk that the Company's deferred tax asset may not be realized; risks related to the identification and implementation of acquisitions, dispositions and restructurings; changes in assumptions used in making such forward-looking statements; and the other risks and uncertainties detailed in the Company's Annual Report on Form 10-K and updated by the Company's Quarterly Reports on Form 10-Q; and other filings submitted to the Securities and Exchange Commission. Forward-looking statements speak only as of the date on which they are made. The Company does not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statements are made.
Note to Editors:
Boston Private Financial Holdings, Inc. is not to be confused with Boston Private Bank & Trust Company. Boston Private Bank & Trust Company is a wholly-owned subsidiary of BPFH. The information reported in this press release is related to the performance and results of BPFH.
###
CONTACT:
Jeanne Hess
Vice President, Investor Relations
Boston Private Financial Holdings, Inc.
(617) 912-3798
jhess@bostonprivate.com


4



Boston Private Financial Holdings, Inc.
Selected Financial Data (Unaudited)
 
December 31, 2013
 
September 30, 2013
 
December 31, 2012
 
(In thousands, except share and per share data)
Assets:
 
 
 
 
 
Cash and cash equivalents
$
191,881

 
$
323,941

 
$
308,744

Investment securities available for sale
691,729

 
702,944

 
699,300

Investment securities held to maturity
112,014

 

 

Stock in Federal Home Loan Banks
38,612

 
39,715

 
41,981

Loans held for sale (1)
6,123

 
1,745

 
308,390

Total loans
5,112,459

 
4,922,222

 
4,814,136

Less: Allowance for loan losses
76,371

 
77,177

 
84,057

Net loans
5,036,088

 
4,845,045

 
4,730,079

Other real estate owned (“OREO”)
776

 
776

 
3,616

Premises and equipment, net
29,158

 
29,319

 
27,081

Goodwill
110,180

 
110,180

 
110,180

Intangible assets, net
20,604

 
21,656

 
24,874

Fees receivable
12,119

 
10,653

 
8,836

Accrued interest receivable
14,416

 
13,442

 
14,723

Deferred income taxes, net
55,364

 
60,853

 
62,245

Other assets
118,045

 
114,670

 
124,956

Total assets
$
6,437,109

 
$
6,274,939

 
$
6,465,005

Liabilities:
 
 
 
 
 
Deposits (1)
$
5,110,370

 
$
4,942,765

 
$
4,885,059

Deposits held for sale (1)

 

 
194,084

Securities sold under agreements to repurchase
102,353

 
92,499

 
116,319

Federal Home Loan Bank borrowings
367,254

 
391,466

 
408,121

Junior subordinated debentures
106,363

 
110,487

 
143,647

Other liabilities
97,613

 
97,461

 
95,386

Total liabilities
5,783,953

 
5,634,678

 
5,842,616

Redeemable Noncontrolling Interests
19,468

 
17,224

 
19,287

Shareholders’ Equity:
 
 
 
 
 
Preferred stock, $1.00 par value; authorized: 2,000,000 shares
47,753

 
47,753

 
58,089

Common stock, $1.00 par value; authorized: 170,000,000 shares; issued and outstanding: 79,837,612 shares at December 31, 2013; 79,821,898 shares at September 30, 2013; and 78,743,518 shares at December 31, 2012
79,838

 
79,822

 
78,744

Additional paid-in capital
616,334

 
623,485

 
640,891

Accumulated deficit
(106,211
)
 
(123,879
)
 
(176,746
)
Accumulated other comprehensive income/ (loss)
(4,197
)
 
(4,283
)
 
2,124

Total Company’s shareholders’ equity
633,517

 
622,898

 
603,102

Noncontrolling interests
171

 
139

 

Total shareholders’ equity
633,688

 
623,037

 
603,102

Total liabilities, redeemable noncontrolling interests and shareholders’ equity
$
6,437,109

 
$
6,274,939

 
$
6,465,005



5



Boston Private Financial Holdings, Inc.
Selected Financial Data (Unaudited)
 
Three Months Ended
 
Year Ended
 
December 31,
2013
 
September 30,
2013
 
December 31,
2012
 
December 31,
2013
 
December 31,
2012
Interest and dividend income:
(In thousands, except share and per share data)
Loans
$
47,421

 
$
46,484

 
$
51,398

 
$
191,594

 
$
209,280

Taxable investment securities
516

 
548

 
650

 
2,071

 
3,875

Non-taxable investment securities
750

 
746

 
846

 
3,113

 
3,228

Mortgage-backed securities
1,361

 
1,338

 
1,443

 
5,441

 
6,186

Federal funds sold and other
331

 
273

 
208

 
955

 
719

Total interest and dividend income
50,379

 
49,389

 
54,545

 
203,174

 
223,288

Interest expense:
 
 
 
 
 
 
 
 
 
Deposits
3,283

 
3,206

 
4,096

 
13,395

 
17,640

Federal Home Loan Bank borrowings
2,564

 
2,750

 
3,295

 
10,963

 
14,488

Junior subordinated debentures
979

 
1,119

 
1,308

 
4,408

 
6,258

Repurchase agreements and other borrowings
12

 
12

 
300

 
390

 
1,626

Total interest expense
6,838

 
7,087

 
8,999

 
29,156

 
40,012

Net interest income
43,541

 
42,302

 
45,546

 
174,018

 
183,276

Provision/ (credit) for loan losses
(2,000
)
 
(6,000
)
 
(5,000
)
 
(10,000
)
 
(3,300
)
Net interest income after provision for loan losses
45,541

 
48,302

 
50,546

 
184,018

 
186,576

Fees and other income:
 
 
 
 
 
 
 
 
 
Investment management and trust fees - Investment Management
12,371

 
10,511

 
10,094

 
43,816

 
39,163

Investment management and trust fees - Private Banking
6,768

 
6,508

 
6,086

 
26,550

 
23,645

Wealth advisory fees
11,269

 
10,698

 
9,745

 
42,352

 
37,659

Other banking fee income
2,279

 
1,679

 
1,455

 
7,460

 
5,664

Gain on sale of loans, net
156

 
430

 
1,726

 
2,519

 
3,225

Total core fees and income
32,843

 
29,826

 
29,106

 
122,697

 
109,356

Gain on repurchase of debt

 

 
874

 
620

 
3,444

Gain/(loss) on sale of investments, net
14

 
7

 
(7
)
 
49

 
871

Gain/(loss) on OREO, net

 

 
624

 
(13
)
 
845

Gain on sale of Pacific Northwest offices (1)

 

 

 
10,574

 

Other
1,488

 
418

 
(151
)
 
2,414

 
450

Total other income
1,502

 
425

 
1,340

 
13,644

 
5,610

Operating expense:
 
 
 
 
 
 
 
 
 
Salaries and employee benefits
36,156

 
33,102

 
37,781

 
140,761

 
143,852

Occupancy and equipment
7,407

 
7,302

 
7,516

 
29,806

 
30,790

Professional services
3,412

 
3,451

 
3,698

 
12,109

 
13,113

Marketing and business development
1,782

 
1,201

 
2,968

 
7,199

 
7,422

Contract services and data processing
1,313

 
1,462

 
1,391

 
5,827

 
5,380

Amortization of intangibles
1,052

 
1,056

 
1,106

 
4,327

 
4,369

FDIC insurance
883

 
823

 
1,003

 
3,700

 
3,972

Restructuring expense

 

 
1,631

 

 
5,911

Other
3,700

 
3,713

 
5,795

 
17,631

 
17,645

Total operating expense
55,705

 
52,110

 
62,889

 
221,360

 
232,454

Income before income taxes
24,181

 
26,443

 
18,103

 
98,999

 
69,088

Income tax expense
7,303

 
8,557

 
6,115

 
32,308

 
20,330

Net income from continuing operations
16,878

 
17,886

 
11,988

 
66,691

 
48,758

Net income from discontinued operations (2)
1,968

 
1,321

 
1,819

 
7,792

 
7,635

Net income before attribution to noncontrolling interests
18,846

 
19,207

 
13,807

 
74,483

 
56,393

Less: Net income attributable to noncontrolling interests
1,178

 
871

 
715

 
3,948

 
3,122

Net income attributable to the Company
$
17,668

 
$
18,336

 
$
13,092

 
$
70,535

 
$
53,271


6



Boston Private Financial Holdings, Inc.
Selected Financial Data (Unaudited)
 
Three Months Ended
 
Year Ended
PER SHARE DATA:
December 31,
2013
 
September 30,
2013
 
December 31,
2012
 
December 31,
2013
 
December 31,
2012
 
(In thousands, except share and per share data)
Calculation of Income for EPS:
 
 
 
 
 
 
 
 
 
Net income attributable to the Company
$
17,668

 
$
18,336

 
$
13,092

 
$
70,535

 
$
53,271

Adjustments to Net Income Attributable to the Company to Arrive at Net Income Attributable to Common Shareholders (3)
(1,467
)
 
(665
)
 
(239
)
 
(15,057
)
 
(781
)
Net Income Attributable to the Common Shareholders
16,201

 
17,671

 
12,853

 
55,478

 
52,490

LESS: Amount allocated to participating securities
(133
)
 
(160
)
 
(1,281
)
 
(1,579
)
 
(5,320
)
Net Income Attributable to the Common Shareholders, after allocation to participating securities
$
16,068

 
$
17,511

 
$
11,572

 
$
53,899

 
$
47,170

 
 
 
 
 
 
 
 
 
 
End of Period Common Shares Outstanding
79,837,612

 
79,821,898

 
78,743,518

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted Average Shares Outstanding:
 
 
 
 
 
 
 
 
 
Weighted average basic shares, including participating securities
78,719,000

 
78,710,259

 
85,386,014

 
80,859,229

 
85,186,796

LESS: Participating securities
(976,760
)
 
(1,040,242
)
 
(9,047,609
)
 
(3,485,412
)
 
(9,166,805
)
PLUS: Dilutive potential common shares
1,758,720

 
1,523,731

 
1,066,155

 
1,379,707

 
953,525

Weighted Average Diluted Shares (4)
79,500,960

 
79,193,748

 
77,404,560

 
78,753,524

 
76,973,516

 
 
 
 
 
 
 
 
 
 
Diluted Total Earnings per Share
$
0.20

 
$
0.22

 
$
0.15

 
$
0.68

 
$
0.61




7



Boston Private Financial Holdings, Inc.
Selected Financial Data (Unaudited)
(In thousands, except per share data)
December 31,
2013
 
September 30,
2013
 
December 31,
2012
FINANCIAL DATA:
Book Value Per Common Share
$
7.34

 
$
7.21

 
$
6.92

Tangible Book Value Per Share (5)
$
5.91

 
$
5.74

 
$
5.64

Market Price Per Share
$
12.62

 
$
11.09

 
$
9.01

 
 
 
 
 
 
ASSETS UNDER MANAGEMENT AND ADVISORY:
 
 
 
 
 
Private Banking
$
4,565,000

 
$
4,263,000

 
$
3,941,000

Investment Managers
10,401,000

 
9,697,000

 
8,444,000

Wealth Advisory
9,336,000

 
8,809,000

 
8,052,000

Less: Inter-company Relationship
(22,000
)
 
(21,000
)
 
(20,000
)
Total Assets Under Management and Advisory
$
24,280,000

 
$
22,748,000

 
$
20,417,000

 
 
 
 
 
 
FINANCIAL RATIOS:
 
 
 
 
 
Total Equity/Total Assets
9.84
%
 
9.93
%
 
9.33
%
Tangible Common Equity/ Tangible Assets (5)
7.48
%
 
7.46
%
 
7.67
%
Tier I Common Equity/ Risk Weighted Assets (5)
9.91
%
 
10.15
%
 
9.99
%
Allowance for Loan Losses/Total Loans
1.49
%
 
1.57
%
 
1.75
%
Allowance for Loan Losses/Nonaccrual Loans
171
%
 
152
%
 
138
%
Return on Average Assets - Three Months Ended (Annualized)
1.11
%
 
1.18
%
 
0.82
%
Return on Average Common Equity - Three Months Ended (Annualized) (6)
11.56
%
 
12.32
%
 
8.72
%
Return on Average Tangible Common Equity - Three Months Ended (Annualized) (6)
14.43
%
 
15.54
%
 
10.90
%
Efficiency Ratio - Three Months Ended (7)
68.27
%
 
68.47
%
 
78.75
%


8



Boston Private Financial Holdings, Inc.
Selected Financial Data (Unaudited)
 
Average Balance
 
Interest Income/Expense
 
Average Yield/Rate
(In Thousands)
Three Months Ended
 
Three Months Ended
 
Three Months Ended
AVERAGE BALANCE SHEET:
12/31/13
9/30/13
12/31/12
 
12/31/13
9/30/13
12/31/12
 
12/31/13
9/30/13
12/31/12
AVERAGE ASSETS
 
 
 
 
 
 
 
 
 
 
 
Interest-Earning Assets:
 
 
 
 
 
 
 
 
 
 
 
Cash and Investments:
 
 
 
 
 
 
 
 
 
 
 
Taxable investment securities
$
237,342

$
244,408

$
202,970

 
$
516

$
548

$
650

 
0.87
%
0.90
%
1.28
%
Non-taxable investment securities (8)
215,083

209,511

202,971

 
1,154

1,148

1,320

 
2.15
%
2.19
%
2.60
%
Mortgage-backed securities
267,463

263,380

309,359

 
1,361

1,338

1,443

 
2.04
%
2.03
%
1.87
%
Federal funds sold and other
352,285

244,622

221,457

 
331

273

208

 
0.37
%
0.44
%
0.37
%
Total Cash and Investments
1,072,173

961,921

936,757

 
3,362

3,307

3,621

 
1.25
%
1.37
%
1.54
%
Loans: (9)
 
 
 
 
 
 
 
 
 
 
 
Commercial and Construction (8)
2,707,370

2,657,121

2,773,478

 
31,150

30,435

33,660

 
4.50
%
4.48
%
4.83
%
Residential
2,022,698

1,984,565

2,024,279

 
16,159

15,782

17,626

 
3.20
%
3.18
%
3.48
%
Home Equity and Other Consumer
250,212

258,579

269,954

 
1,874

2,003

2,104

 
2.97
%
3.07
%
3.10
%
Total Loans
4,980,280

4,900,265

5,067,711

 
49,183

48,220

53,390

 
3.89
%
3.88
%
4.20
%
Total Earning Assets
6,052,453

5,862,186

6,004,468

 
52,545

51,527

57,011

 
3.43
%
3.47
%
3.78
%
LESS: Allowance for Loan Losses
78,463

81,262

90,931

 
 
 
 
 
 
 
 
Cash and due From Banks (Non-Interest Bearing)
40,332

40,164

46,916

 
 
 
 
 
 
 
 
Other Assets
364,130

375,910

395,646

 
 
 
 
 
 
 
 
TOTAL AVERAGE ASSETS
$
6,378,452

$
6,196,998

$
6,356,099

 
 
 
 
 
 
 
 
AVERAGE LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS, AND SHAREHOLDERS' EQUITY
 
 
 
 
 
 
 
 
 
 
 
Interest-Bearing Liabilities:
 
 
 
 
 
 
 
 
 
 
 
Deposits:
 
 
 
 
 
 
 
 
 
 
 
Savings and NOW
$
490,408

$
492,983

$
494,960

 
$
94

$
97

$
168

 
0.08
%
0.08
%
0.13
%
Money Market
2,500,191

2,425,333

2,377,447

 
1,871

1,782

2,287

 
0.30
%
0.29
%
0.38
%
Certificates of Deposit
620,161

627,166

712,358

 
1,318

1,327

1,641

 
0.84
%
0.84
%
0.92
%
Total Deposits
3,610,760

3,545,482

3,584,765

 
3,283

3,206

4,096

 
0.36
%
0.36
%
0.45
%
Junior Subordinated Debentures
106,673

125,729

150,089

 
979

1,119

1,308

 
3.59
%
3.48
%
3.41
%
FHLB Borrowings and Other
487,584

501,263

599,248

 
2,576

2,762

3,595

 
2.07
%
2.16
%
2.35
%
Total Interest-Bearing Liabilities
4,205,017

4,172,474

4,334,102

 
6,838

7,087

8,999

 
0.64
%
0.67
%
0.82
%
Noninterest Bearing Demand Deposits
1,391,809

1,277,319

1,304,276

 
 
 
 
 
 
 
 
Other Liabilities
134,429

114,588

98,279

 
 
 
 
 
 
 
 
Total Average Liabilities
5,731,255

5,564,381

5,736,657

 
 
 
 
 
 
 
 
Redeemable Noncontrolling Interests
17,929

17,688

18,780

 
 
 
 
 
 
 
 
Average Shareholders' Equity
629,268

614,929

600,662

 
 
 
 
 
 
 
 
TOTAL AVERAGE LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS, AND SHAREHOLDERS' EQUITY
$
6,378,452

$
6,196,998

$
6,356,099

 
 
 
 
 
 
 
 
Net Interest Income - on a Fully Taxable Equivalent Basis (FTE)
 
 
 
 
$
45,707

$
44,440

$
48,012

 
 
 
 
LESS: FTE Adjustment (8)
 
 
 
 
2,166

2,138

2,466

 
 
 
 
Net Interest Income (GAAP Basis)
 
 
 
 
$
43,541

$
42,302

$
45,546

 
 
 
 
Interest Rate Spread
 
 
 
 
 
 
 
 
2.79
%
2.80
%
2.96
%
Net Interest Margin
 
 
 
 
 
 
 
 
2.98
%
2.99
%
3.19
%

9



Boston Private Financial Holdings, Inc.
Selected Financial Data (Unaudited)

 
Average Balance
 
Interest Income/Expense
 
Average Yield/Rate
(In Thousands)
Year Ended
 
Year Ended
 
Year Ended
AVERAGE BALANCE SHEET:
12/31/13
12/31/12
 
12/31/13
12/31/12
 
12/31/13
12/31/12
AVERAGE ASSETS
 
 
 
 
 
 
 
 
Interest-Earning Assets:
 
 
 
 
 
 
 
 
Cash and Investments:
 
 
 
 
 
 
 
 
Taxable investment securities
$
221,677

$
297,646

 
$
2,071

$
3,875

 
0.93
%
1.30
%
Non-taxable investment securities (8)
208,547

192,913

 
4,790

5,038

 
2.30
%
2.61
%
Mortgage-backed securities
285,677

266,114

 
5,441

6,186

 
1.90
%
2.32
%
Federal funds sold and other
230,542

239,371

 
955

719

 
0.41
%
0.30
%
Total Cash and Investments
946,443

996,044

 
13,257

15,818

 
1.40
%
1.59
%
Loans: (9)
 
 
 
 
 
 
 
 
Commercial and Construction (8)
2,717,707

2,706,444

 
125,427

134,755

 
4.55
%
4.98
%
Residential
1,993,729

1,962,192

 
64,968

71,664

 
3.26
%
3.65
%
Home Equity and Other Consumer
261,958

290,680

 
7,848

9,435

 
3.00
%
3.25
%
Total Loans
4,973,394

4,959,316

 
198,243

215,854

 
3.95
%
4.35
%
Total Earning Assets
5,919,837

5,955,360

 
211,500

231,672

 
3.54
%
3.89
%
LESS: Allowance for Loan Losses
81,924

97,094

 
 
 
 
 
 
Cash and due From Banks (Non-Interest Bearing)
41,402

56,022

 
 
 
 
 
 
Other Assets
383,833

424,278

 
 
 
 
 
 
TOTAL AVERAGE ASSETS
$
6,263,148

$
6,338,566

 
 
 
 
 
 
AVERAGE LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS, AND SHAREHOLDERS' EQUITY
 
 
 
 
 
 
 
 
Interest-Bearing Liabilities:
 
 
 
 
 
 
 
 
Deposits (10):
 
 
 
 
 
 
 
 
Savings and NOW
$
520,546

$
500,084

 
$
430

$
827

 
0.08
%
0.17
%
Money Market
2,401,622

2,189,344

 
7,366

8,777

 
0.31
%
0.40
%
Certificates of Deposit
633,759

810,590

 
5,599

8,036

 
0.88
%
0.99
%
Total Deposits
3,555,927

3,500,018

 
13,395

17,640

 
0.38
%
0.50
%
Junior Subordinated Debentures
125,756

167,786

 
4,408

6,258

 
3.46
%
3.73
%
FHLB Borrowings and Other
527,377

663,165

 
11,353

16,114

 
2.12
%
2.43
%
Total Interest-Bearing Liabilities
4,209,060

4,330,969

 
29,156

40,012

 
0.69
%
0.92
%
Noninterest Bearing Demand Deposits
1,286,539

1,304,514

 
 
 
 
 
 
Other Liabilities
133,592

103,271

 
 
 
 
 
 
Total Average Liabilities
5,629,191

5,738,754

 
 
 
 
 
 
Redeemable Noncontrolling Interests
18,162

19,822

 
 
 
 
 
 
Average Shareholders' Equity
615,795

579,990

 
 
 
 
 
 
TOTAL AVERAGE LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS, AND SHAREHOLDERS' EQUITY
$
6,263,148

$
6,338,566

 
 
 
 
 
 
Net Interest Income - on a Fully Taxable Equivalent Basis (FTE)
 
 
 
$
182,344

$
191,660

 
 
 
LESS: FTE Adjustment (8)
 
 
 
8,326

8,384

 
 
 
Net Interest Income (GAAP Basis)
 
 
 
$
174,018

$
183,276

 
 
 
Interest Rate Spread
 
 
 
 
 
 
2.85
%
2.97
%
Net Interest Margin
 
 
 
 
 
 
3.05
%
3.22
%


10



Boston Private Financial Holdings, Inc.
Selected Financial Data (Unaudited)
(In Thousands)
December 31,
2013
 
September 30,
2013
 
December 31,
2012
LOAN DATA (11):
 
 
Commercial and Industrial Loans:
 
 
 
 
 
New England
$
713,484

 
$
671,564

 
$
691,519

San Francisco Bay
107,154

 
75,519

 
61,535

Southern California
45,415

 
41,342

 
53,272

Total Commercial and Industrial Loans
$
866,053

 
$
788,425

 
$
806,326

Commercial Real Estate Loans:
 
 
 
 
 
New England
$
721,924

 
$
673,428

 
$
662,964

San Francisco Bay
641,746

 
597,405

 
648,137

Southern California
449,724

 
451,198

 
380,249

Total Commercial Real Estate Loans
$
1,813,394

 
$
1,722,031

 
$
1,691,350

Construction and Land Loans:
 
 
 
 
 
New England
$
92,456

 
$
106,324

 
$
92,766

San Francisco Bay
45,941

 
34,074

 
33,655

Southern California
15,520

 
14,211

 
11,149

Total Construction and Land Loans
$
153,917

 
$
154,609

 
$
137,570

Residential Loans:
 
 
 
 
 
New England
$
1,228,623

 
$
1,218,560

 
$
1,173,741

San Francisco Bay
459,667

 
466,801

 
431,550

Southern California
344,004

 
321,341

 
300,798

Total Residential Loans
$
2,032,294

 
$
2,006,702

 
$
1,906,089

Home Equity Loans:
 
 
 
 
 
New England
$
81,010

 
$
79,168

 
$
79,947

San Francisco Bay
30,002

 
31,882

 
36,730

Southern California
2,648

 
7,044

 
6,874

Total Home Equity Loans
$
113,660

 
$
118,094

 
$
123,551

Other Consumer Loans:
 
 
 
 
 
New England
$
117,079

 
$
116,692

 
$
131,999

San Francisco Bay
8,854

 
8,518

 
9,581

Southern California
7,069

 
7,005

 
7,148

Eliminations and other, net
139

 
146

 
522

Total Other Consumer Loans
$
133,141

 
$
132,361

 
$
149,250

Total Loans
 
 
 
 
 
New England
$
2,954,576

 
$
2,865,736

 
$
2,832,936

San Francisco Bay
1,293,364

 
1,214,199

 
1,221,188

Southern California
864,380

 
842,141

 
759,490

Eliminations and other, net
139

 
146

 
522

Total Loans
$
5,112,459

 
$
4,922,222

 
$
4,814,136


11



Boston Private Financial Holdings, Inc.
Selected Financial Data (Unaudited)
(In Thousands)
December 31,
2013
 
September 30,
2013
 
December 31,
2012
CREDIT QUALITY (11):
 
 
Special Mention Loans:
 
 
 
 
 
New England
$
41,759

 
$
34,630

 
$
40,389

San Francisco Bay
25,912

 
20,875

 
24,566

Southern California
19,642

 
18,704

 
19,784

Total Special Mention Loans
$
87,313

 
$
74,209

 
$
84,739

Accruing Substandard Loans (12):
 
 
 
 
 
New England
$
13,304

 
$
12,053

 
$
27,551

San Francisco Bay
25,171

 
27,049

 
49,854

Southern California
3,540

 
5,207

 
12,724

Total Accruing Substandard Loans
$
42,015

 
$
44,309

 
$
90,129

Nonaccruing Loans:
 
 
 
 
 
New England
$
24,838

 
$
30,160

 
$
28,307

San Francisco Bay
14,016

 
14,218

 
25,105

Southern California
5,908

 
6,414

 
7,333

Total Nonaccruing Loans
$
44,762

 
$
50,792

 
$
60,745

Other Real Estate Owned:
 
 
 
 
 
New England
$
191

 
$
191

 
$
1,744

San Francisco Bay
585

 
585

 
1,395

Southern California

 

 

Pacific Northwest (1)
N/A

 
N/A

 
477

Total Other Real Estate Owned
$
776

 
$
776

 
$
3,616

Loans 30-89 Days Past Due and Accruing (13):
 
 
 
 
 
New England
$
5,029

 
$
2,047

 
$
20,751

San Francisco Bay
3,029

 
2,317

 
11,771

Southern California
5,684

 
3,819

 
13,854

Total Loans 30-89 Days Past Due and Accruing
$
13,742

 
$
8,183

 
$
46,376

Loans (Charged-off)/ Recovered, Net for the Three Months Ended:
 
 
 
 
 
New England
$
(344
)
 
$
22

 
$
(1,148
)
San Francisco Bay
1,798

 
2,111

 
(1,094
)
Southern California
(260
)
 
244

 
168

Pacific Northwest
N/A

 
N/A

 
2

Total Net Loans (Charged-off)/ Recovered
$
1,194

 
$
2,377

 
$
(2,072
)
Loans (Charged-off)/ Recovered, Net for the Twelve Months Ended:
 
 
 
 
 
New England
$
(2,422
)
 
 
 
$
(5,593
)
San Francisco Bay
2,576

 
 
 
(2,768
)
Southern California
2,160

 
 
 
289

Pacific Northwest
N/A

 
 
 
(685
)
Total Net Loans (Charged-off)/ Recovered
$
2,314

 
 
 
$
(8,757
)



12



Boston Private Financial Holdings, Inc.
Selected Financial Data
(Unaudited)

FOOTNOTES:
(1)
On December 17, 2012, Boston Private Bank & Trust Company announced that it had entered into an agreement to sell its three offices in the Pacific Northwest region. The sale closed on May 10, 2013, at which time the Company recorded a gain on sale of $10.6 million. Accordingly, the assets and liabilities to be sold as part of this transaction were classified as held for sale at December 31, 2012. Within loans held for sale on the consolidated balance sheet at December 31, 2012, $276.7 million relate to the Pacific Northwest transaction. All of the deposits held for sale at December 31, 2012 relate to the Pacific Northwest transaction. All other assets and liabilities that were identified be included in the Pacific Northwest transaction were classified as other assets held for sale or other liabilities held for sale and were included within other assets or other liabilities on the consolidated balance sheet at December 31, 2012.

(2)
Net income from discontinued operations consists of contingent payments from certain of our divested affiliates, including Davidson Trust Company; Boston Private Value Investors, Inc.; Sand Hill Advisors, LLC; RINET Company, LLC; Gibraltar Private Bank & Trust Company; and Westfield Capital Management Company, LLC.

(3)
Adjustments to net income attributable to the Company to arrive at net income attributable to the common shareholders, as presented in these tables, include decrease/ (increase) in noncontrolling interests redemption value, dividends paid on preferred stock, and dividends on participating securities. In the second quarter of 2013, the Company repurchased its Series B Preferred stock, and the deemed dividend related to this repurchase of $11.7 million is considered a dividend for the calculation of earnings per share for the twelve months ended December 31, 2013.

(4)
When the Company has positive net income from continuing operations attributable to the common shareholders, the Company adds additional shares to basic weighted average shares outstanding to arrive at diluted weighted average shares outstanding for the diluted earnings per share calculation. These additional shares reflect the assumed exercise, conversion, or contingent issuance of dilutive securities. If the additional shares would result in anti-dilution they would be excluded from the diluted earning per share calculation. The potential dilutive shares relate to: unexercised stock options, unvested non-participating restricted stock, and unexercised stock warrants. The amount of shares that were anti-dilutive for the three and twelve months ended December 31, 2013 was less than 0.1 million. The amount of shares that were anti-dilutive for the three months ended September 30, 2013 was less than 0.1 million. The amount of shares that were anti-dilutive for the three and twelve months ended December 31, 2012 was 0.3 million in both periods. See Part II. Item 8. "Financial Statements and Supplementary Data - Note 16: Earnings Per Share" in the Company's Annual Report on Form 10-K for the year ended December 31, 2012 for additional information.


13



Boston Private Financial Holdings, Inc.
Selected Financial Data
(Unaudited)

(5)
The Company uses certain non-GAAP financial measures, such as: Tangible Book Value Per Share and the Tangible Common Equity ("TCE") to Tangible Assets ("TA") ratio to provide information for investors to effectively analyze financial trends of ongoing business activities, and to enhance comparability with peers across the financial sector.

Reconciliations from the Company's GAAP Total Equity to Total Assets ratio to the Non-GAAP TCE to TA ratio, and from GAAP Book Value to Non-GAAP Tangible Book Value are presented below:

The Company calculates Tangible Assets by adjusting Total Assets to exclude Goodwill and Intangible Assets.

The Company calculates Tangible Common Equity by adjusting Total Equity to exclude non-convertible Series D Preferred stock; exclude Goodwill and Intangible Assets, net; and include the difference between Redemption Value and value per ASC 810, Consolidation ("ASC 810"), for Redeemable Noncontrolling Interests.
(In thousands, except per share data)
December 31,
2013
 
September 30,
2013
 
December 31,
2012
Total Balance Sheet Assets
$
6,437,109

 
$
6,274,939

 
$
6,465,005

LESS: Goodwill and Intangible Assets, net
(130,784
)
 
(131,836
)
 
(135,054
)
Tangible Assets (non-GAAP)
$
6,306,325

 
$
6,143,103

 
$
6,329,951

Total Shareholders' Equity
$
633,688

 
$
623,037

 
$
603,102

LESS: Series D Preferred Stock (non-convertible)
(47,753
)
 
(47,753
)
 

LESS: Goodwill and Intangible Assets, net
(130,784
)
 
(131,836
)
 
(135,054
)
ADD: Difference between Redemption Value of Noncontrolling Interests and value under ASC 810
16,821

 
14,522

 
17,201

Total adjusting items
(161,716
)
 
(165,067
)
 
(117,853
)
Tangible Common Equity (non-GAAP)
$
471,972

 
$
457,970

 
$
485,249

Total Equity/Total Assets
9.84
%
 
9.93
%
 
9.33
%
Tangible Common Equity/Tangible Assets (non-GAAP)
7.48
%
 
7.46
%
 
7.67
%
 
 
 
 
 
 
Total Risk Weighted Assets *
$
4,677,346

 
$
4,462,531

 
$
4,627,791

Tier I Common Equity *
$
463,627

 
$
452,879

 
$
462,177

Tier I Common Equity/ Risk Weighted Assets
9.91
%
 
10.15
%
 
9.99
%
 
 
 
 
 
 
End of Period Shares Outstanding
79,838

 
79,822

 
78,744

End of Period Carlyle Common Convertible Shares

 

 
7,261

Common Equivalent Shares
79,838

 
79,822

 
86,005

 
 
 
 
 
 
Book Value Per Common Share
$
7.34

 
$
7.21

 
$
6.92

Tangible Book Value Per Share (non-GAAP)
$
5.91

 
$
5.74

 
$
5.64

*     Risk Weighted Assets and Tier I Common Equity for December 31, 2013 are presented based on estimated data.


14



Boston Private Financial Holdings, Inc.
Selected Financial Data
(Unaudited)

(6)
The Company uses certain non-GAAP financial measures, such as: Return on Average Common Equity and Return on Average Tangible Common Equity to provide information for investors to effectively analyze financial trends of ongoing business activities, and to enhance comparability with peers across the financial sector.

Reconciliations from the Company's GAAP Return on Average Equity ratio to the Non-GAAP Return on Average Common Equity ratio, and the Non-GAAP Return on Average Tangible Common Equity ratio are presented below:

The Company calculates Average Common Equity by adjusting Average Equity to exclude Average Preferred Equity.

The Company calculates Average Tangible Common Equity by adjusting Average Equity to exclude Average Goodwill and Intangible Assets, net and Average Preferred Equity, and includes the Average Difference between Redemption Value and value per ASC 810 for Redeemable Noncontrolling Interests.
(In thousands, except per share data)
December 31,
2013
 
September 30,
2013
 
December 31,
2012
Total average shareholders' equity
$
629,268

 
$
614,929

 
$
600,662

LESS: Average Series D preferred stock (non-convertible)
(47,753
)
 
(47,754
)
 

Average common equity (non-GAAP)
581,515

 
567,175

 
600,662

LESS: Average goodwill and intangible assets, net
(131,375
)
 
(132,373
)
 
(135,311
)
ADD: Average difference between redemption value of noncontrolling interests and value under ASC 810
15,672

 
14,834

 
14,973

Total adjusting items
(115,703
)
 
(117,539
)
 
(120,338
)
Average Tangible Common Equity (non-GAAP)
$
465,812

 
$
449,636

 
$
480,324

 


 

 

Net income attributable to the Company
$
17,668

 
$
18,336

 
$
13,092

Less: Dividends on Series D preferred stock
(869
)
 
(869
)
 

Net income, after dividends on Series D preferred stock (non-GAAP)
$
16,799

 
$
17,467

 
$
13,092

 
 
 
 
 
 
Return on Average Equity - Three Months Ended (Annualized)
11.23
%
 
11.93
%
 
8.72
%
Return on Average Common Equity - Three Months Ended (Annualized) (non-GAAP)
11.56
%
 
12.32
%
 
8.72
%
Return on Average Tangible Common Equity - Three Months Ended (Annualized) (non-GAAP)
14.43
%
 
15.54
%
 
10.90
%


15



Boston Private Financial Holdings, Inc.
Selected Financial Data
(Unaudited)

(7)
The Company uses certain non-GAAP financial measures, such as: pre-tax, pre-provision earnings; net income excluding the effect of significant transactions; earnings per share excluding the effect of significant transactions; and the efficiency ratio to provide information for investors to effectively analyze financial trends of ongoing business activities, and to enhance comparability with peers across the financial sector.
Reconciliations from the Company's GAAP income from continuing operations before income taxes to Non-GAAP pre-tax, pre-provision earnings; from GAAP Net income attributable to the Company to Non-GAAP net income attributable to the Company, excluding significant transactions; from GAAP diluted total EPS to Non-GAAP diluted total EPS, excluding the effect of significant transactions; and from GAAP efficiency ratio to Non-GAAP efficiency ratio (FTE basis) are presented below:
 
Three Months Ended
 
Year Ended
(In thousands, except per share data)
December 31,
2013
 
September 30,
2013
 
December 31,
2012
 
December 31,
2013
 
December 31,
2012
Income before income taxes (GAAP)
$
24,181

 
$
26,443

 
$
18,103

 
$
98,999

 
$
69,088

ADD BACK: Provision/ (credit) for loan losses
(2,000
)
 
(6,000
)
 
(5,000
)
 
(10,000
)
 
(3,300
)
Pre-tax, pre-provision earnings (Non-GAAP)
$
22,181

 
$
20,443

 
$
13,103

 
$
88,999

 
$
65,788

 
 
 
 
 
 
 
 
 
 
Net income attributable to the Company (GAAP)
$
17,668

 
$
18,336

 
$
13,092

 
$
70,535

 
$
53,271

LESS: Gain on sale of Pacific Northwest offices, net of tax

 

 

 
6,267

 

Net income attributable to the Company, excluding the effect of significant transactions (Non-GAAP)
$
17,668

 
$
18,336

 
$
13,092

 
$
64,268

 
$
53,271

 
 
 
 
 
 
 
 
 
 
Net Income Attributable to the Common Shareholders, after allocation to participating securities (GAAP)
$
16,068

 
$
17,511

 
$
11,572

 
$
53,899

 
$
47,170

ADD BACK: Deemed dividend due to repurchase of Series B Preferred

 

 

 
11,738

 

LESS: Gain on sale of Pacific Northwest offices, net of tax

 

 

 
(6,267
)
 

Net Income Attributable to the Common Shareholders, after allocation to participating securities, excluding the effect of significant transactions (Non-GAAP)
$
16,068

 
$
17,511

 
$
11,572

 
$
59,370

 
$
47,170

 
 
 
 
 
 
 
 
 
 
Diluted Total Earnings per Share (GAAP)
$
0.20

 
$
0.22

 
$
0.15

 
$
0.68

 
$
0.61

Diluted Total Earnings Per Share, excluding the effect of significant transactions (Non-GAAP)
$
0.20

 
$
0.22

 
$
0.15

 
$
0.75

 
$
0.61

 
 
 
 
 
 
 
 
 
 
Total operating expense (GAAP)
$
55,705

 
$
52,110

 
$
62,889

 
$
221,360

 
$
232,454

Less: Amortization of intangibles
1,052

 
1,056

 
1,106

 
4,327

 
4,369

Total operating expense (excluding amortization of intangibles) (Non-GAAP)
$
54,653

 
$
51,054

 
$
61,783

 
$
217,033

 
$
228,085

 
 
 
 
 
 
 
 
 
 
Net interest income
$
43,541

 
$
42,302

 
$
45,546

 
$
174,018

 
$
183,276

Total core fees and income
32,843

 
29,826

 
29,106

 
122,697

 
109,356

Total other income
1,502

 
425

 
1,340

 
13,644

 
5,610

FTE income
2,166

 
2,138

 
2,466

 
8,326

 
8,384

Total revenue (FTE basis)
$
80,052

 
$
74,691

 
$
78,458

 
$
318,685

 
$
306,626

Efficiency Ratio, before deduction of intangible amortization (GAAP)
71.52
%
 
71.82
%
 
82.76
%
 
71.32
%
 
77.94
%
Efficiency Ratio, FTE Basis (non-GAAP)
68.27
%
 
68.35
%
 
78.75
%
 
68.10
%
 
74.39
%


(8)
Interest income on Non-taxable Investments and Loans are presented on an FTE basis using the federal statutory rate of 35% for each period presented.
    
(9)
Includes Loans Held for Sale and Nonaccrual Loans.
    
(10)
Includes Deposits Held for Sale.

(11)
The concentration of the Private Banking loan data and credit quality is primarily based on the location of the lender's regional offices. Loans in the Pacific Northwest region that were not included the sale of that region's offices are included with the offices from which they are being managed after

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the sale. Net loans from the Holding Company to certain principals of the Company's affiliate partners, loans at the Company's non-banking segments, and inter-company loan eliminations are identified as “Eliminations and other, net”.

(12)
Accruing substandard loans include loans that are classified as substandard but are still accruing interest income. The Bank may classify a loan as substandard where known information about possible credit problems of the related borrowers causes management to have doubts as to the ability of such borrowers to comply with the present repayment terms and which may result in disclosure of such loans as nonaccrual at some time in the future.

(13)
In addition to loans 30-89 days past due and accruing, at December 31, 2013, the Company had two loans totaling $0.1 million that were more than 90 days past due but still on accrual status. These loans originated in the New England region. At September 30, 2013, the Company had four loans totaling $1.7 million that were more than 90 days past due but still on accrual status. These loans originated in the San Francisco Bay and New England regions. At December 31, 2012, the Company had three loans totaling $3.6 million that were more than 90 days past due but still on accrual status. These loans originated in the New England region.



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