Other Borrowings

The following is a summary of other borrowings at December 31, 2016 and 2015:



(Dollars in thousands)	2016		2015
Notes payable	$	52,445	$	67,429
Short-term borrowings	61,809		63,887
Other	18,154		18,965
Secured borrowings	130,078		115,504
Total other borrowings	$	262,486	$	265,785

Notes Payable

At December 31, 2016, notes payable represented a $52.4 million term facility (“Term Facility”), which is part of a $150.0 million loan agreement with unaffiliated banks dated December 15, 2014 (“Credit Agreement”). The Credit Agreement consists of the Term Facility and a $75.0 million revolving credit facility (“Revolving Credit Facility”). At December 31, 2016, the Company had a balance of $52.4 million compared to $67.4 million outstanding balance at December 31, 2015 under the Term Facility. The Company was contractually required to borrow the entire amount of the Term Facility on June 15, 2015 and all such borrowings must be repaid by June 15, 2020. Beginning September 30, 2015, the Company was required to make straight-line quarterly amortizing payments on the Term Facility. At December 31, 2016 and 2015, the Company had no outstanding balance under the Revolving Credit Facility. In December 2015, the Company amended the Credit Agreement, effectively extending the maturity date on the Revolving Credit Facility from December 14, 2015 to December 12, 2016. In December 2016, the Company again amended the Credit Agreement, effectively extending the maturity date on the Revolving Credit Facility from December 12, 2016 to December 11, 2017.

Borrowings under the Credit Agreement that are considered “Base Rate Loans” bear interest at a rate equal to the sum of (1) 50 basis points (in the case of a borrowing under the Revolving Credit Facility) or 75 basis points (in the case of a borrowing under the Term Facility) plus (2) the highest of (a) the federal funds rate plus 50 basis points, (b) the lender's prime rate, and (c) the Eurodollar Rate (as defined below) that would be applicable for an interest period of one month plus 100 basis points. Borrowings under the agreement that are considered “Eurodollar Rate Loans” bear interest at a rate equal to the sum of (1) 150 basis points (in the case of a borrowing under the Revolving Credit Facility) or 175 basis points (in the case of a borrowing under the Term Facility) plus (2) the LIBOR rate for the applicable period, as adjusted for statutory reserve requirements for Eurocurrency liabilities (the “Eurodollar Rate”). A commitment fee is payable quarterly equal to 0.20% of the actual daily amount by which the lenders' commitment under the Revolving Credit Facility exceeded the amount outstanding under such facility.

In prior periods, the Company has had a $101.0 million loan agreement with unaffiliated banks dated as of October 30, 2009, which had been amended at least annually between 2009 and 2014. The agreement consisted of a $100.0 million revolving credit facility, maturing on October 25, 2013, and a $1.0 million term loan maturing on June 1, 2015. In 2013, the Company repaid and terminated the $1.0 million term loan, and amended the agreement, effectively extending the maturity date on the revolving credit facility from October 25, 2013 to November 6, 2014. The agreement was also amended in 2014 effectively extending the term to December 15, 2014 at which time the agreement matured. At December 31, 2014, no amount was outstanding on the $100.0 million revolving credit facility.

Borrowings under the agreements are secured by pledges of and first priority perfected security interests in the Company's equity interest in its bank subsidiaries and contain several restrictive covenants, including the maintenance of various capital adequacy levels, asset quality and profitability ratios, and certain restrictions on dividends and other indebtedness. At December 31, 2016, the Company was in compliance with all such covenants. The Revolving Credit Facility and the Term Facility are available to be utilized, as needed, to provide capital to fund continued growth at the Company’s banks and to serve as an interim source of funds for acquisitions, common stock repurchases or other general corporate purposes.

Short-term Borrowings

Short-term borrowings include securities sold under repurchase agreements and federal funds purchased. These borrowings totaled $61.8 million and $63.9 million at December 31, 2016 and 2015, respectively. At December 31, 2016 and 2015, securities sold under repurchase agreements represent $61.8 million and $58.9 million, respectively, of customer sweep accounts in connection with master repurchase agreements at the banks. The Company records securities sold under repurchase agreements at their gross value and does not offset positions on the Consolidated Statements of Condition. As of December 31, 2016, the Company had pledged securities related to its customer balances in sweep accounts of $107.3 million. Securities pledged for customer balances in sweep accounts and short-term borrowings from brokers are maintained under the Company’s control and consist of U.S. Government agency, mortgage-backed securities and corporate notes. These securities are included in the available-for-sale and held-to-maturity securities portfolios as reflected on the Company’s Consolidated Statements of Condition. The following is a summary of these securities pledged as of December 31, 2016 disaggregated by investment category and maturity, and reconciled to the outstanding balance of securities sold under repurchase agreements:



(Dollars in thousands)	Overnight Sweep Collateral
Available-for-sale securities pledged
Corporate notes:
Financial issuers	$	2,983
Mortgage-backed securities	89,284
Held-to-maturity securities pledged
U.S. Government agencies	15,000
Total collateral pledged	$	107,267
Excess collateral	45,458
Securities sold under repurchase agreements	$	61,809

Other Borrowings

Other borrowings at December 31, 2016 represent a fixed-rate promissory note issued by the Company in August 2012 (“Fixed-Rate Promissory Note”) related to and secured by an office building owned by the Company, and non-recourse notes issued by the Company to other banks related to certain capital leases. At December 31, 2016, the Fixed-Rate Promissory Note had a balance of $17.7 million compared to $18.2 million at December 31, 2015. Under the Fixed-Rate Promissory Note, the Company will make monthly principal payments and pay interest at a fixed rate of 3.75% until maturity on September 1, 2017. At December 31, 2016, the non-recourse notes related to certain capital leases totaled $447,000 compared to $732,000 at December 31, 2015.

Secured Borrowings

Secured borrowings at December 31, 2016 primarily represents transactions to sell an undivided co-ownership interest in all receivables owed to the Company's subsidiary, FIFC Canada. In December 2014, FIFC Canada sold such interest to an unrelated third party in exchange for a cash payment of approximately C$150 million pursuant to a receivables purchase agreement (“Receivables Purchase Agreement”). The Receivables Purchase Agreement was amended in December 2015, effectively extending the maturity date from December 15, 2015 to December 15, 2017. Additionally, at that time, the unrelated third party paid an additional C$10 million, which increased the total payments to C$160 million. These transactions were not considered sales of receivables and, as such, related proceeds received are reflected on the Company’s Consolidated Statements of Condition as a secured borrowing owed to the unrelated third party, net of unamortized debt issuance costs, and translated to the Company’s reporting currency as of the respective date. At December 31, 2016, the translated balance of the secured borrowing totaled $119.0 million compared to $115.5 million at December 31, 2015. Additionally, the interest rate under the Receivables Purchase Agreement at December 31, 2016 was 1.632%. The remaining $11.1 million within secured borrowings at December 31, 2016 represents other sold interests in certain loans by the Company that were not considered sales and, as such, related proceeds received are reflected on the Company’s Consolidated Statements of Condition as a secured borrowing owed to the various unrelated third parties.