NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. Corporate Structure and Nature of Operations; Plan of Reorganization and Conversion; Basis of Presentation
Eastern Bankshares, Inc., a Massachusetts corporation (the “Company”), is a bank holding company. Through its wholly-owned subsidiaries, Eastern Bank (the “Bank”) and Eastern Insurance Group LLC, the Company provides a variety of banking, trust and investment services, and insurance services, through its full-service bank branches and insurance offices, located primarily in Eastern Massachusetts, southern and coastal New Hampshire and Rhode Island. Eastern Insurance Group LLC is a wholly-owned subsidiary of the Bank.
The activities of the Company are subject to the regulatory supervision of the board of governors of the Federal Reserve system ("Federal Reserve"). The activities of the Company's subsidiary, Eastern Bank ("Bank") are subject to the regulatory supervision of the Federal Deposit Insurance Corporation (“FDIC”) and the Consumer Financial Protection Bureau (“CFPB”). The Company and the activities of the Bank are also subject to various Massachusetts and New Hampshire business and banking regulations.
Plan of Conversion; Stock Offering
Pursuant to a Plan of Conversion (the “Plan”), Eastern Bank Corporation, the predecessor of the Company, reorganized from a mutual holding company into a publicly traded stock form of organization on October 14, 2020. In connection with the reorganization, Eastern Bank Corporation transferred to the Company 100% of Eastern Bank’s common stock, and immediately thereafter merged into the Company.
Pursuant to the Plan, the Company sold 179,287,828 shares of common stock in a public offering at $10.00 per share, including 14,940,652 shares of common stock purchased by the Bank’s employee stock ownership plan (the “ESOP”), for gross offering proceeds of approximately $1,792,878,000. The Company completed the offering on October 14, 2020. Effective as of October 15, 2020, the Company donated 7,470,326 shares of common stock to the Eastern Bank Charitable Foundation (the “Foundation”). A total of 186,758,154 shares of common stock of the Company were issued and outstanding immediately after the donation to the Foundation.
The purchase of common stock by the ESOP was financed by a loan from the Company.
At September 30, 2020, approximately $12.1 million of stock offering costs had been incurred and deferred. These stock offering costs were deducted from the proceeds of the shares sold in the offering.
Pursuant to the Plan, eligible account holders have received an interest in a “liquidation account” maintained by the Company, and a parallel liquidation account maintained at the Bank has been established to support the Company’s liquidation account in the event the Company does not have sufficient assets to fund its obligations under the Company’s liquidation account. See Note 17 for additional information regarding the liquidation account.
Basis of Presentation
The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries and entities in which it holds a controlling financial interest through being the primary beneficiary or through holding a majority of the voting interest. All intercompany accounts and transactions have been eliminated in consolidation.
The accompanying consolidated balance sheet as of September 30, 2020, the consolidated statements of income and comprehensive income and of changes in equity for the three and nine months ended September 30, 2020 and 2019 and statement of cash flows for the nine months ended September 30, 2020 and 2019 are unaudited. The consolidated balance sheet as of December 31, 2019 was derived from the audited consolidated financial statements as of that date. The interim consolidated financial statements and the accompanying notes should be read in conjunction with the annual consolidated financial statements and the accompanying notes contained within the Company’s prospectus, filed with the Securities and Exchange Commission pursuant to Rule 424(b)(3) on August 18, 2020. In the opinion of management, the Company’s consolidated financial statements reflect all adjustments, which include only normal recurring adjustments, necessary for a fair statement of the results of operations for the periods presented. The results for the three and nine months ended September 30, 2020 are not necessarily indicative of results to be expected for the year ending December 31, 2020, any other interim periods, or any future year or period.
2. Summary of Significant Accounting Policies
Use of Estimates
In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheets and income and expenses for the periods reported. Actual results could differ from those estimates based on changing conditions, including economic conditions and future events. Material estimates that are particularly susceptible to change relate to the determination of the allowance for loan losses, valuation and fair value measurements, other-than-temporary impairment on investment securities, the liabilities for benefit obligations (particularly pensions), the provision for income taxes and impairment of goodwill and other intangibles.
Leases
On January 1, 2020, the Company adopted Accounting Standards Update ("ASU”) 2016-2, “Leases” (“Topic 842”), using the modified retrospective method. The new guidance was applied to leases that existed or were entered into on or after January 1, 2020. The Company’s results for the reporting period beginning on January 1, 2020 have been presented under Topic 842, while prior period amounts have not been adjusted and continue to be reported in accordance with previous guidance. See “Note 5 – Leases” for further discussion of the adoption and the impact on the Company’s consolidated financial statements.
Recent Accounting Pronouncements
Relevant standards that were recently issued but not yet adopted as of September 30, 2020:
In March 2020, the FASB issued ASU 2020-4, Reference Rate Reform (Topic 848). This update addresses optional expedients and exceptions for applying GAAP to certain contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The new guidance applies only to contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships existing as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. For public and nonpublic entities, the guidance is effective as of March 12, 2020 through December 31, 2022 and do not apply to contract modifications made after December 31, 2022. The Company qualifies as an emerging growth company (“EGC”) under the Jumpstart Our Business Act of 2012 ("JOBS Act") and has elected to defer the adoption of new or revised accounting standards until the nonpublic company effective dates. As such, the Company will adopt this standard on the nonpublic company effective date and is currently in the process of reviewing its contracts and existing processes in order to assess the risks and potential impact of the transition away from LIBOR.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments–Credit Losses on Financial Instruments and relevant amendments (Topic 326) (“ASU 2016-13”). This update was created to replace the current GAAP method of calculating credit losses Specifically, the standard replaces the existing incurred loss impairment guidance by requiring immediate recognition of expected credit losses. For financial assets carried at amortized cost that are held at the reporting date (including trade and other receivables, loans and commitments, held-to-maturity debt securities and other financial assets), credit losses are measured based on historical experience, current conditions and reasonable supportable forecasts. The standard also amends existing impairment guidance for available for sale securities, in which credit losses will be recorded as an allowance versus a write-down of the amortized cost basis of the security. It will also allow for a reversal of impairment loss when the credit of the issuer improves. The guidance requires a cumulative effect of the initial application to be recognized in retained earnings at the date of initial application.
In November 2018, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments – Credit Losses. The amendments in Update No. 2018-19 were intended to clarify that receivables arising from operating leases are not within the scope of Subtopic 326-20. Instead, impairment of receivables arising from operating leases should be accounted for in accordance with Topic 842, Leases. In November 2019, the FASB issued ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments – Credit Losses. This update requires entities to include expected recoveries of the amortized cost basis previously written off or expected to be written off in the valuation account for purchased financial assets with credit deterioration. In addition, the amendments in this update clarify and improve various aspects of the guidance for ASU 2016-13.
For public entities that meet the definition of an SEC filer (excluding smaller reporting entities) the guidance is effective for annual reporting periods beginning after December 15, 2019. Early adoption is permitted for all entities as of the fiscal years beginning after December 15, 2018. For all other entities, the guidance is effective for annual reporting periods beginning after December 15, 2022, including interim periods within those fiscal years.
The Company, which currently qualifies as an EGC, anticipates to early adopt this standard during the year ending on December 31, 2021 and is currently assessing the impact of the adoption of this standard on its consolidated financial statements. To date, the Company has been assessing the key differences and gaps between its current allowance methodology and model and those it is considering using upon adoption. The Company has contracted with a vendor and is currently assessing the adequacy of existing loss data and developing models for default and loss estimates. While currently unable to reasonably estimate the impact of adopting this ASU, it is expected that the impact of adoption will be influenced by the composition, characteristics and quality of the loan and securities portfolios as well as the prevailing economic conditions and forecasts as of the adoption date.
Relevant standards that were adopted during the nine months ended September 30, 2020 and the year ended December 31, 2019:
In accordance with the nonpublic company requirements, the Company adopted ASC 606 on January 1, 2019. In completing its assessment of the Company’s revenue streams within the scope of ASC 606, the Company did not identify any revenue sources for which the timing of recognition needed to change under the new standard. The adoption of this standard on January 1, 2019 did not have a material impact on the Company’s consolidated financial statements, its current accounting policies and practices, or the timing or amount of revenue recognized. As a result, no adjustment has been made to retained earnings. Additionally, the Company evaluated and made necessary changes, where appropriate, to business processes, systems, and internal controls in order to support the recognition, measurement, and disclosure requirements of the new standard. The Company also considered the impact of ASC 606 subtopic ASC 340-40. Under ASC 340-40, the Company is required to capitalize and amortize incremental costs of obtaining a contract, such as sales commissions, over the period of benefit. The Company does not pay sales commissions and has not identified any other incremental costs to obtain a contract, therefore ASC 340-40 had no impact to its consolidated financial statements.
In February 2016, the FASB issued ASU 2016-2, Leases (Topic 842) (“ASU 2016-2”). Topic 842 was subsequently amended by ASU 2018-1, Land Easement Practical Expedient for Transition to Topic 842 (“ASU 2018-1”); ASU 2018-10, Codification Improvements to Topic 842, Leases (“ASU 2018-10”); ASU 2018-11, Targeted Improvements (“ASU 2018-11”); and ASU 2018-20 Leases (Topic 842): Narrow-Scope Improvements for Lessors (“ASU 2018-20”). ASU 2018-1 permits an entity to elect an optional transition practical expedient to not evaluate under Topic 842 land easements that exist or expired before the entity’s adoption of Topic 842 and that were not previously accounted for as leases under Topic 840. ASU 2018-10 was issued to clarify the Accounting Standards Codification ("Codification") or to correct unintended application of guidance within ASU 2016-2. ASU 2018-11 allows for an optional transition method in which the provisions of Topic 842 would be applied upon the adoption date and would not have to be retroactively applied to the earliest reporting period presented in the consolidated financial statements. Lastly, ASU 2018-20 provided narrow-scope improvements for lessors, which was issued to increase transparency and comparability among organizations. ASU 2016-2 and the several additional amendments thereto are collectively referred to herein as ASC 842.
ASC 842 sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The standard represents a wholesale change to lease accounting and requires all leases with a term longer than 12 months to be reported on the balance sheet through recognition of a right-of-use asset and a corresponding liability for future lease obligations. Leases will be classified as financing or operating, with classification affecting the pattern and grouping of expenses in the income statement. The standard also requires extensive disclosures for assets, expenses, and cash flows associated with leases, as well as a maturity analysis of lease liabilities. In November 2019, the FASB issued guidance delaying the effective date for all entities except for public business entities that are SEC filers. For public business entities the guidance was effective for fiscal year beginning after December 15, 2018, for all other entities the guidance is effective for fiscal years beginning after December 15, 2020, early adoption is permitted for all entities.
The Company early adopted this standard on January 1, 2020. In accordance with ASU 2018-11, the Company used the effective date as the date of application and, therefore, periods prior to January 1, 2020, were not restated. The new standard provides a number of optional practical expedients in transition. The Company elected the “package of practical expedients”, which permits the Company to not reassess prior conclusions about lease identification, lease classification, and initial direct costs under ASC 842. The Company also elected the hindsight practical expedient and, therefore, used the hindsight knowledge as of the effective date when determining lease terms and impairment. In addition, the Company elected the practical expedient to not separate lease and non-lease components and, therefore, accounts for each separate lease component of a contract and its associated non-lease components as a single lease component. The new standard also provides a practical expedient for an entity’s ongoing accounting relating to leases of 12 months or less (“short-term leases”). The Company has elected the short-term lease recognition exemption for all leases that qualify and will not recognize right-of-use assets and lease liabilities for those leases. The adoption of this standard resulted in the recognition of right-of-use assets and lease liabilities on the Company’s balance sheet for its real estate and equipment operating leases of $92.9 million and $96.4 million, respectively. The Company recorded an adjustment to remove the Company’s existing deferred rent liability of
approximately $3.5 million. The Company also recognized a transition adjustment to the opening balance of retained earnings on January 1, 2020 amounting to $1.1 million, net of tax, related to an incremental accrued rent adjustment calculated as a result of electing the hindsight practical expedient. The amount of right-of-use assets were determined based upon the present value of the remaining minimum rental payments under current leasing standards for existing operating leases, adjusted for options that the Company is reasonably certain to exercise, less accrued rent as of December 31, 2019 and the incremental accrued rent as a result of electing the hindsight practical expedient. Lastly, the amount of lease liabilities was determined based upon the present value of the remaining minimum rental payments under current leasing standards for existing operating leases, adjusted for options that the Company is reasonably certain to exercise.
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). This update modifies the disclosure requirements related to the fair value measurements in Topic 820. Specifically, this update amends disclosure around changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used in Level 3 fair value measurements and the description of measurement uncertainty. The Company adopted ASU 2018-13 on January 1, 2020. The adoption of this update did not have a material impact on its consolidated financial statements.
In October 2018, the FASB issued ASU 2018-16, Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes (“ASU 2018-16”). This update permits the use of the Overnight Index Swap (“OIS”) rate based on the Secured Overnight Financing Rate (“SOFR”) as a U.S. benchmark interest rate for hedge accounting purposes under Topic 815. The amendments should be adopted on a prospective basis for qualifying new or re-structured hedging relationships entered into on or after the date of adoption. The Company adopted this standard on January 1, 2020. The adoption of this update did not have a material impact on its consolidated financial statements
3. Securities
Available for Sale Securities
The amortized cost, gross unrealized gains and losses, and fair value of available for sale securities for the periods below were as follows:
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As of and for the nine months ended September 30, 2020
|
|
Amortized
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
(In Thousands)
|
Debt securities:
|
|
|
|
|
|
|
|
Government-sponsored residential mortgage-backed securities
|
$
|
1,500,348
|
|
|
$
|
38,862
|
|
|
$
|
(216)
|
|
|
$
|
1,538,994
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|
Government-sponsored commercial mortgage-backed securities
|
17,089
|
|
|
7
|
|
|
—
|
|
|
17,096
|
|
U.S. Agency bonds
|
293,713
|
|
|
58
|
|
|
(598)
|
|
|
293,173
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|
U.S. Treasury securities
|
70,147
|
|
|
527
|
|
|
(1)
|
|
|
70,673
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|
State and municipal bonds and obligations
|
263,635
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|
|
17,834
|
|
|
—
|
|
|
281,469
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|
Qualified zone academy bond
|
6,236
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|
|
31
|
|
|
—
|
|
|
6,267
|
|
|
$
|
2,151,168
|
|
|
$
|
57,319
|
|
|
$
|
(815)
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|
|
$
|
2,207,672
|
|
|
|
|
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|
|
As of and for the year ended December 31, 2019
|
|
Amortized
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
(In Thousands)
|
Debt securities:
|
|
|
|
|
|
|
|
Government-sponsored residential mortgage-backed securities
|
$
|
1,151,305
|
|
|
$
|
17,208
|
|
|
$
|
(545)
|
|
|
$
|
1,167,968
|
|
U.S. Treasury securities
|
50,155
|
|
|
265
|
|
|
—
|
|
|
50,420
|
|
State and municipal bonds and obligations
|
272,582
|
|
|
10,959
|
|
|
(3)
|
|
|
283,538
|
|
Qualified zone academy bond
|
6,155
|
|
|
155
|
|
|
—
|
|
|
6,310
|
|
|
$
|
1,480,197
|
|
|
$
|
28,587
|
|
|
$
|
(548)
|
|
|
$
|
1,508,236
|
|
The amortized cost and estimated fair value of available for sale securities by contractual maturities as of September 30, 2020 and December 31, 2019 are shown below. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without prepayment penalties.
The scheduled contractual maturities of available for sale securities as of the dates indicated were as follows:
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|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
|
|
|
|
|
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|
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|
|
As of September 30, 2020
|
|
Due in one year or less
|
|
Due after one year to five years
|
|
Due after five to ten years
|
|
Due after ten years
|
|
Total
|
|
Amortized Cost
|
|
Fair Value
|
|
Amortized Cost
|
|
Fair Value
|
|
Amortized Cost
|
|
Fair Value
|
|
Amortized Cost
|
|
Fair Value
|
|
Amortized Cost
|
|
Fair Value
|
|
(In Thousands)
|
Government-sponsored residential mortgage-backed securities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
30,748
|
|
|
$
|
32,462
|
|
|
$
|
127,727
|
|
|
$
|
133,194
|
|
|
$
|
1,341,873
|
|
|
$
|
1,373,338
|
|
|
$
|
1,500,348
|
|
|
$
|
1,538,994
|
|
Government-sponsored commercial mortgage-backed securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,089
|
|
|
17,096
|
|
|
—
|
|
|
—
|
|
|
17,089
|
|
|
17,096
|
|
U.S. Agency bonds
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
293,713
|
|
|
293,173
|
|
|
—
|
|
|
—
|
|
|
293,713
|
|
|
293,173
|
|
U.S. Treasury securities
|
50,046
|
|
|
50,533
|
|
|
20,101
|
|
|
20,140
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
70,147
|
|
|
70,673
|
|
State and municipal bonds and obligations
|
406
|
|
|
409
|
|
|
19,832
|
|
|
20,719
|
|
|
74,440
|
|
|
78,727
|
|
|
168,957
|
|
|
181,614
|
|
|
263,635
|
|
|
281,469
|
|
Qualified zone academy bond
|
6,236
|
|
|
6,267
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,236
|
|
|
6,267
|
|
Total
|
$
|
56,688
|
|
|
$
|
57,209
|
|
|
$
|
70,681
|
|
|
$
|
73,321
|
|
|
$
|
512,969
|
|
|
$
|
522,190
|
|
|
$
|
1,510,830
|
|
|
$
|
1,554,952
|
|
|
$
|
2,151,168
|
|
|
$
|
2,207,672
|
|
|
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|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
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|
|
As of December 31, 2019
|
|
Due in one year or less
|
|
Due after one year to five years
|
|
Due after five to ten years
|
|
Due after ten years
|
|
Total
|
|
Amortized Cost
|
|
Fair Value
|
|
Amortized Cost
|
|
Fair Value
|
|
Amortized Cost
|
|
Fair Value
|
|
Amortized Cost
|
|
Fair Value
|
|
Amortized Cost
|
|
Fair Value
|
|
(In Thousands)
|
Government-sponsored residential mortgage-backed securities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,139
|
|
|
$
|
8,464
|
|
|
$
|
199,428
|
|
|
$
|
203,706
|
|
|
$
|
943,738
|
|
|
$
|
955,798
|
|
|
$
|
1,151,305
|
|
|
$
|
1,167,968
|
|
U.S. Treasury securities
|
40
|
|
|
40
|
|
|
50,115
|
|
|
50,380
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50,155
|
|
|
50,420
|
|
State and municipal bonds and obligations
|
381
|
|
|
381
|
|
|
8,889
|
|
|
9,109
|
|
|
77,227
|
|
|
79,504
|
|
|
186,085
|
|
|
194,544
|
|
|
272,582
|
|
|
283,538
|
|
Qualified zone academy bond
|
6,155
|
|
|
6,310
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,155
|
|
|
6,310
|
|
Total
|
$
|
6,576
|
|
|
$
|
6,731
|
|
|
$
|
67,143
|
|
|
$
|
67,953
|
|
|
$
|
276,655
|
|
|
$
|
283,210
|
|
|
$
|
1,129,823
|
|
|
$
|
1,150,342
|
|
|
$
|
1,480,197
|
|
|
$
|
1,508,236
|
|
There were no gross realized gains from sales of available for sale securities during both the three months ended September 30, 2020 and 2019, and $0.3 million and $2.1 million was recognized during the nine months ended September 30, 2020 and 2019, respectively. The Company had no significant gross realized losses from sales of securities available for sale during both the nine months ended September 30, 2020 and 2019. No other-than-temporary impairment ("OTTI") was recorded during the nine months ended September 30, 2020 and 2019.
Management prepares an estimate of the expected cash flows for investment securities available for sale that potentially may be deemed to have been an OTTI. This estimate begins with the contractual cash flows of the security. This amount is then reduced by an estimate of probable credit losses associated with the security. When estimating the extent of probable losses on the securities, management considers the credit quality and the ability to pay of the underlying issuers. Indicators of diminished credit quality of the issuers include defaults, interest deferrals, or “payments in kind.” Management also considers those factors listed in the Investments – Debt and Equity Securities topic of the FASB ASC when estimating the ultimate realizability of the cash flows for each individual security.
The resulting estimate of cash flows after considering credit is then subject to a present value computation using a discount rate equal to the current yield used to accrete the beneficial interest or the effective interest rate implicit in the security at the date of acquisition. If the present value of the estimated cash flows is less than the current amortized cost basis, an OTTI is considered to have occurred and the security is written down to the fair value indicated by the cash flow analysis. As part of the analysis, management considers whether it intends to sell the security or whether it is more than likely that it would be required to sell the security before the expected recovery of its amortized cost basis.
Information pertaining to available for sale securities with gross unrealized losses as of September 30, 2020 and December 31, 2019, which the Company has not deemed to be OTTI, aggregated by investment category and length of time that individual securities have been in a continuous loss position, follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2020
|
|
|
|
Less than 12 Months
|
|
12 Months or Longer
|
|
Total
|
|
# of
Holdings
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
|
(Dollars In Thousands)
|
Government-sponsored residential mortgage-backed securities
|
1
|
|
$
|
216
|
|
|
$
|
103,012
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
216
|
|
|
$
|
103,012
|
|
U.S. Agency bonds
|
3
|
|
598
|
|
|
249,001
|
|
|
—
|
|
|
—
|
|
|
598
|
|
|
249,001
|
|
U.S. Treasury securities
|
1
|
|
1
|
|
|
10,000
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
10,000
|
|
|
5
|
|
$
|
815
|
|
|
$
|
362,013
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
815
|
|
|
$
|
362,013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
|
|
Less than 12 Months
|
|
12 Months or Longer
|
|
Total
|
|
# of
Holdings
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
|
(Dollars In Thousands)
|
Government-sponsored residential mortgage-backed securities
|
1
|
|
$
|
545
|
|
|
$
|
74,550
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
545
|
|
|
$
|
74,550
|
|
State and municipal bonds and obligations
|
2
|
|
3
|
|
|
850
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
850
|
|
|
3
|
|
$
|
548
|
|
|
$
|
75,400
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
548
|
|
|
$
|
75,400
|
|
The Company does not intend to sell these investments and has determined based upon available evidence that it is more likely than not that the Company will not be required to sell each security before the expected recovery of its amortized cost basis. As a result, the Company does not consider these investments with gross unrealized losses to be OTTI. The Company made this determination by reviewing various qualitative and quantitative factors regarding each investment category, such as current market conditions, extent and nature of changes in fair value, issuer rating changes and trends, and volatility of earnings.
As a result of the Company’s review of these qualitative and quantitative factors, the causes of the impairments listed in the tables above by category are as follows as of September 30, 2020 and December 31, 2019:
•Government-sponsored residential mortgage-backed securities - The securities with unrealized losses in this portfolio have contractual terms that generally do not permit the issuer to settle the security at a price less than the current par value of the investment. The decline in market value of these securities is attributable to changes in interest rates and not credit quality. The security at a loss position as of December 31, 2019 was subsequently in a gain position as of September 30, 2020. Additionally, these securities are implicitly guaranteed by the U.S. government or one of its agencies.
•U.S. Agency bonds - The securities with unrealized losses in this portfolio have contractual terms that generally do not permit the issuer to settle the security at a price less than the current par value of the investment. The decline in market value of these securities is attributable to changes in interest rates and not credit quality. Additionally, these securities are implicitly guaranteed by the U.S. government or one of its agencies.
•U.S. Treasury securities - The security with an unrealized loss in this portfolio has contractual terms that generally do not permit the issuer to settle the security at a price less than the current par value of the investment. The decline in market value of this security is attributable to changes in interest rates and not credit quality. Additionally, this security is implicitly guaranteed by the U.S. government or one of its agencies.
•State and municipal bonds and obligations - The securities with unrealized losses in this portfolio as of December 31, 2019 have contractual terms that generally do not permit the issuer to settle the securities at a price less than the current par value of the investment. The decline in market value of these securities as of December 31, 2019 is attributable to changes in interest rates and not credit quality. These securities were subsequently in a gain position as of September 30, 2020. These bonds are investment grade and are rated AA by Standard and Poor’s.
4. Loans and Allowance for Loan Losses
Loans
The following table provides a summary of the Company’s loan portfolio as of the dates indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
At September 30,
|
|
At December 31,
|
|
2020
|
|
2019
|
|
(In thousands)
|
Commercial and industrial
|
$
|
2,177,216
|
|
|
$
|
1,642,184
|
|
Commercial real estate
|
3,652,312
|
|
|
3,535,441
|
|
Commercial construction
|
297,508
|
|
|
273,774
|
|
Business banking
|
1,251,573
|
|
|
771,498
|
|
Residential real estate
|
1,373,237
|
|
|
1,428,630
|
|
Consumer home equity
|
890,771
|
|
|
933,088
|
|
Other consumer
|
301,624
|
|
|
402,431
|
|
Gross loans before unamortized premiums, unearned discounts and deferred fees
|
9,944,241
|
|
|
8,987,046
|
|
Allowance for credit losses
|
(115,432)
|
|
|
(82,297)
|
|
Unamortized premiums, net of unearned discounts and deferred fees
|
(32,747)
|
|
|
(5,565)
|
|
Loans after the allowance for credit losses, unamortized premiums, unearned discounts and deferred fees
|
$
|
9,796,062
|
|
|
$
|
8,899,184
|
|
There are no other loan categories that exceed 10% of total loans not already reflected in the preceding table.
The Company’s lending activities are conducted principally in the New England area with the exception of its Shared National Credit Program (“SNC Program”) portfolio. The Company participates in the SNC Program in an effort to improve its industry and geographical diversification. The SNC Program portfolio is included in the Company’s commercial and industrial, commercial real estate and commercial construction portfolios. The SNC Program portfolio is defined as loan syndications with exposure over $100 million and with three or more lenders participating.
Most loans originated by the Company are either collateralized by real estate or other assets or guaranteed by federal and local governmental authorities. The ability and willingness of the single-family residential and consumer borrowers to honor their repayment commitments is generally dependent on the level of overall economic activity within the borrowers’ geographic areas and real estate values. The ability and willingness of commercial real estate, commercial and industrial, and construction loan borrowers to honor their repayment commitments is generally dependent on the health of the real estate economy in the borrowers’ geographic areas and the general economy.
Loans Pledged as Collateral
The carrying value of loans pledged to secure advances from the Federal Home Loan Bank ("FHLB") of Boston ("FHLBB") were $2.4 billion and $1.5 billion at September 30, 2020 and December 31, 2019, respectively. The balance of funds borrowed from the FHLB were $14.8 million and $19.0 million at September 30, 2020 and December 31, 2019, respectively.
The carrying value of loans pledged to secure advances from the Federal Reserve Bank ("FRB") were $0.9 billion and $1.0 billion at September 30, 2020 and December 31, 2019, respectively. There were no funds borrowed from the FRB outstanding at September 30, 2020 and December 31, 2019.
Serviced Loans
At September 30, 2020 and December 31, 2019, mortgage loans partially or wholly-owned by others and serviced by the Company amounted to approximately $14.4 million and $15.6 million, respectively.
Allowance for Loan Losses
The allowance for loan losses is established to provide for probable losses incurred in the Company’s loan portfolio at the balance sheet date and is established through a provision for loan losses charged to net income. Charge-offs, net of recoveries, are charged directly to the allowance. Commercial and residential loans are charged-off in the period in which they are deemed uncollectible. Delinquent loans in these product types are subject to ongoing review and analysis to determine if a charge-off in the current period is appropriate. For consumer loans, policies and procedures exist that require charge-off consideration upon a certain triggering event depending on the product type.
The following table summarizes the changes in the allowance for loan losses for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended
September 30,
|
|
For the Nine Months Ended
September 30,
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
(In thousands)
|
Balance at the beginning of period
|
$
|
116,636
|
|
|
$
|
82,662
|
|
|
$
|
82,297
|
|
|
$
|
80,655
|
|
Loans charged off
|
(2,418)
|
|
|
(2,241)
|
|
|
(6,025)
|
|
|
(6,559)
|
|
Recoveries
|
514
|
|
|
2,601
|
|
|
1,260
|
|
|
4,426
|
|
Provision charged to expense
|
700
|
|
|
—
|
|
|
37,900
|
|
|
4,500
|
|
Balance at end of period
|
$
|
115,432
|
|
|
$
|
83,022
|
|
|
$
|
115,432
|
|
|
$
|
83,022
|
|
The following tables summarize changes in the allowance for loan losses by loan category and bifurcates the amount of allowance allocated to each loan category based on collective impairment analysis and loans evaluated individually for impairment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended September 30, 2020
|
|
Commercial
and
Industrial
|
|
Commercial
Real Estate
|
|
Commercial
Construction
|
|
Business
Banking
|
|
Residential
Real
Estate
|
|
Consumer
Home
Equity
|
|
Other
Consumer
|
|
Other
|
|
Total
|
|
(In Thousands)
|
Allowance for Loan Losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance
|
$
|
33,229
|
|
|
$
|
54,228
|
|
|
$
|
4,816
|
|
|
$
|
9,805
|
|
|
$
|
6,569
|
|
|
$
|
3,875
|
|
|
$
|
3,762
|
|
|
$
|
352
|
|
|
$
|
116,636
|
|
Charge-offs
|
(140)
|
|
|
—
|
|
|
—
|
|
|
(1,179)
|
|
|
—
|
|
|
(22)
|
|
|
(1,077)
|
|
|
—
|
|
|
(2,418)
|
|
Recoveries
|
306
|
|
|
4
|
|
|
—
|
|
|
91
|
|
|
43
|
|
|
31
|
|
|
39
|
|
|
—
|
|
|
514
|
|
Provision (benefit)
|
(3,281)
|
|
|
1,350
|
|
|
(540)
|
|
|
2,711
|
|
|
(261)
|
|
|
(76)
|
|
|
834
|
|
|
(37)
|
|
|
700
|
|
Ending balance
|
$
|
30,114
|
|
|
$
|
55,582
|
|
|
$
|
4,276
|
|
|
$
|
11,428
|
|
|
$
|
6,351
|
|
|
$
|
3,808
|
|
|
$
|
3,558
|
|
|
$
|
315
|
|
|
$
|
115,432
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended September 30, 2019
|
|
Commercial
and
Industrial
|
|
Commercial
Real Estate
|
|
Commercial
Construction
|
|
Business
Banking
|
|
Residential
Real
Estate
|
|
Consumer
Home
Equity
|
|
Other
Consumer
|
|
Other
|
|
Total
|
|
(In Thousands)
|
Allowance for Loan Losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance
|
$
|
20,829
|
|
|
$
|
33,586
|
|
|
$
|
4,762
|
|
|
$
|
8,054
|
|
|
$
|
6,800
|
|
|
$
|
4,097
|
|
|
$
|
4,324
|
|
|
$
|
210
|
|
|
$
|
82,662
|
|
Charge-offs
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,630)
|
|
|
(3)
|
|
|
(67)
|
|
|
(541)
|
|
|
—
|
|
|
(2,241)
|
|
Recoveries
|
2,170
|
|
|
175
|
|
|
—
|
|
|
172
|
|
|
17
|
|
|
16
|
|
|
51
|
|
|
—
|
|
|
2,601
|
|
Provision (benefit)
|
(2,730)
|
|
|
1,698
|
|
|
(1,526)
|
|
|
1,725
|
|
|
(164)
|
|
|
18
|
|
|
438
|
|
|
541
|
|
|
—
|
|
Ending balance
|
$
|
20,269
|
|
|
$
|
35,459
|
|
|
$
|
3,236
|
|
|
$
|
8,321
|
|
|
$
|
6,650
|
|
|
$
|
4,064
|
|
|
$
|
4,272
|
|
|
$
|
751
|
|
|
$
|
83,022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Nine Months Ended September 30, 2020
|
|
Commercial
and
Industrial
|
|
Commercial
Real Estate
|
|
Commercial
Construction
|
|
Business
Banking
|
|
Residential
Real Estate
|
|
Consumer
Home Equity
|
|
Other
Consumer
|
|
Other
|
|
Total
|
|
(In thousands)
|
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance
|
$
|
20,919
|
|
|
$
|
34,730
|
|
|
$
|
3,424
|
|
|
$
|
8,260
|
|
|
$
|
6,380
|
|
|
$
|
4,027
|
|
|
$
|
4,173
|
|
|
$
|
384
|
|
|
$
|
82,297
|
|
Charge-offs
|
(167)
|
|
|
(24)
|
|
|
—
|
|
|
(3,714)
|
|
|
—
|
|
|
(495)
|
|
|
(1,625)
|
|
|
—
|
|
|
(6,025)
|
|
Recoveries
|
686
|
|
|
10
|
|
|
—
|
|
|
245
|
|
|
116
|
|
|
53
|
|
|
150
|
|
|
—
|
|
|
1,260
|
|
Provision (benefit)
|
8,676
|
|
|
20,866
|
|
|
852
|
|
|
6,637
|
|
|
(145)
|
|
|
223
|
|
|
860
|
|
|
(69)
|
|
|
37,900
|
|
Ending balance
|
$
|
30,114
|
|
|
$
|
55,582
|
|
|
$
|
4,276
|
|
|
$
|
11,428
|
|
|
$
|
6,351
|
|
|
$
|
3,808
|
|
|
$
|
3,558
|
|
|
$
|
315
|
|
|
$
|
115,432
|
|
Ending balance: individually evaluated for impairment
|
$
|
3,687
|
|
|
$
|
397
|
|
|
$
|
—
|
|
|
$
|
1,018
|
|
|
$
|
1,507
|
|
|
$
|
263
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,872
|
|
Ending balance: acquired with deteriorated credit quality
|
$
|
1,732
|
|
|
$
|
1,066
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
293
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,091
|
|
Ending balance: collectively evaluated for impairment
|
$
|
24,695
|
|
|
$
|
54,119
|
|
|
$
|
4,276
|
|
|
$
|
10,410
|
|
|
$
|
4,551
|
|
|
$
|
3,545
|
|
|
$
|
3,558
|
|
|
$
|
315
|
|
|
$
|
105,469
|
|
Loans ending balance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Individually evaluated for impairment
|
$
|
16,390
|
|
|
$
|
6,456
|
|
|
$
|
280
|
|
|
$
|
19,123
|
|
|
$
|
26,958
|
|
|
$
|
4,552
|
|
|
$
|
54
|
|
|
$
|
—
|
|
|
$
|
73,813
|
|
Acquired with deteriorated credit quality
|
3,569
|
|
|
4,420
|
|
|
—
|
|
|
—
|
|
|
3,432
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,421
|
|
Collectively evaluated for impairment
|
2,157,257
|
|
|
3,641,436
|
|
|
297,228
|
|
|
1,232,450
|
|
|
1,342,847
|
|
|
886,219
|
|
|
301,570
|
|
|
—
|
|
|
9,859,007
|
|
Total loans by group
|
$
|
2,177,216
|
|
|
$
|
3,652,312
|
|
|
$
|
297,508
|
|
|
$
|
1,251,573
|
|
|
$
|
1,373,237
|
|
|
$
|
890,771
|
|
|
$
|
301,624
|
|
|
$
|
—
|
|
|
$
|
9,944,241
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Nine Months Ended September 30, 2019
|
|
Commercial
and
Industrial
|
|
Commercial
Real Estate
|
|
Commercial
Construction
|
|
Business
Banking
|
|
Residential
Real Estate
|
|
Consumer
Home Equity
|
|
Other
Consumer
|
|
Other
|
|
Total
|
|
(In thousands)
|
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance
|
$
|
19,321
|
|
|
$
|
32,400
|
|
|
$
|
4,606
|
|
|
$
|
8,167
|
|
|
$
|
7,059
|
|
|
$
|
4,113
|
|
|
$
|
4,600
|
|
|
$
|
389
|
|
|
$
|
80,655
|
|
Charge-offs
|
(272)
|
|
|
—
|
|
|
—
|
|
|
(4,440)
|
|
|
(66)
|
|
|
(191)
|
|
|
(1,590)
|
|
|
—
|
|
|
(6,559)
|
|
Recoveries
|
3,538
|
|
|
10
|
|
|
—
|
|
|
492
|
|
|
88
|
|
|
44
|
|
|
254
|
|
|
—
|
|
|
4,426
|
|
Provision (benefit)
|
(2,318)
|
|
|
3,049
|
|
|
(1,370)
|
|
|
4,102
|
|
|
(431)
|
|
|
98
|
|
|
1,008
|
|
|
362
|
|
|
4,500
|
|
Ending balance
|
$
|
20,269
|
|
|
$
|
35,459
|
|
|
$
|
3,236
|
|
|
$
|
8,321
|
|
|
$
|
6,650
|
|
|
$
|
4,064
|
|
|
$
|
4,272
|
|
|
$
|
751
|
|
|
$
|
83,022
|
|
Ending balance: individually evaluated for impairment
|
$
|
2,827
|
|
|
$
|
40
|
|
|
$
|
—
|
|
|
$
|
630
|
|
|
$
|
1,532
|
|
|
$
|
266
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,295
|
|
Ending balance: acquired with deteriorated credit quality
|
$
|
227
|
|
|
$
|
85
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
213
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
525
|
|
Ending balance: collectively evaluated for impairment
|
$
|
17,215
|
|
|
$
|
35,334
|
|
|
$
|
3,236
|
|
|
$
|
7,691
|
|
|
$
|
4,905
|
|
|
$
|
3,798
|
|
|
$
|
4,272
|
|
|
$
|
751
|
|
|
$
|
77,202
|
|
Loans ending balance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Individually evaluated for impairment
|
$
|
33,827
|
|
|
$
|
9,095
|
|
|
$
|
—
|
|
|
$
|
11,836
|
|
|
$
|
26,891
|
|
|
$
|
4,458
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
86,107
|
|
Acquired with deteriorated credit quality
|
3,596
|
|
|
7,298
|
|
|
—
|
|
|
—
|
|
|
3,397
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,291
|
|
Collectively evaluated for impairment
|
1,621,701
|
|
|
3,471,390
|
|
|
256,053
|
|
|
739,771
|
|
|
1,408,372
|
|
|
949,971
|
|
|
436,217
|
|
|
—
|
|
|
8,883,475
|
|
Total loans by group
|
$
|
1,659,124
|
|
|
$
|
3,487,783
|
|
|
$
|
256,053
|
|
|
$
|
751,607
|
|
|
$
|
1,438,660
|
|
|
$
|
954,429
|
|
|
$
|
436,217
|
|
|
$
|
—
|
|
|
$
|
8,983,873
|
|
Management uses a methodology to systematically estimate the amount of loss incurred in the portfolio. Commercial real estate, commercial and industrial, commercial construction and business banking loans are evaluated using a loan rating system, historical losses and other factors which form the basis for estimating incurred losses. Portfolios of more homogeneous populations of loans, including residential mortgages and consumer loans, are analyzed as groups taking into account delinquency ratios, historical loss experience and charge-offs. For the purpose of estimating the allowance for loan losses, management segregates the loan portfolio into the categories noted in the above tables. Each of these loan categories possesses unique risk characteristics such as the purpose of the loan, repayment source, and collateral. These characteristics are considered when determining the appropriate level of the allowance for each category. Some examples of these risk characteristics unique to each loan category include:
Commercial Lending
Commercial and industrial: The primary risk associated with commercial and industrial loans is the ability of borrowers to achieve business results consistent with those projected at origination. Collateral frequently consists of a first lien position on business assets including, but not limited to accounts receivable, inventory, airplanes and equipment. The primary repayment source is operating cash flow and, secondarily, the liquidation of assets. The Company often obtains personal guarantees from individuals holding material ownership in the borrowing entity.
Commercial real estate: Collateral values are established by independent third-party appraisals and evaluations. Primary repayment sources include operating income generated by the real estate, permanent debt refinancing, sale of the real estate and, secondarily, by liquidation of the collateral. The Company often obtains personal guarantees from individuals holding material ownership in the borrowing entity.
Commercial construction: These loans are generally considered to present a higher degree of risk than other real estate loans and may be affected by a variety of factors, such as adverse changes in interest rates and the borrower’s ability to control costs and adhere to time schedules. Construction loans are underwritten utilizing feasibility studies, independent appraisal reviews,
sensitivity analysis of absorption and lease rates and financial analysis of the developers and property owners. Construction loans are generally based upon estimates of costs and value associated with the completed project. Construction loan repayment is substantially dependent on the ability of the borrower to complete the project and obtain permanent financing.
Business banking: These loans are typically secured by all business assets or commercial real estate. Business banking originations include traditionally underwritten loans as well as partially automated scored loans. Business banking scored loans are determined by utilizing the Company’s proprietary decision matrix that has a number of quantitative factors including, but not limited to, a guarantor’s credit score, industry risk, and time in business. The Company also engages in Small Business Association (“SBA”) lending, both in the business banking and commercial banking divisions. The SBA guarantees reduce the Company’s loss due to default and are considered a credit enhancement to the loan structure.
Residential Lending
Residential real estate: These loans are made to borrowers who demonstrate the ability to repay principal and interest on a monthly basis. Underwriting considerations include, among others, income sources and their reliability, willingness to repay as evidenced by credit repayment history, financial resources (including cash reserves) and the value of the collateral. The Company maintains policy standards for minimum credit score and cash reserves and maximum loan to value consistent with a “prime” portfolio. Collateral consists of mortgage liens on 1-4 family residential dwellings. The Company does not originate or purchase sub-prime or other high-risk loans. Residential loans are originated either for sale to investors or retained in the Company’s loan portfolio. Decisions about whether to sell or retain residential loans are made based on the interest rate characteristics, pricing for loans in the secondary mortgage market, competitive factors and the Company’s capital needs.
Consumer Lending
Consumer home equity: Home equity lines of credit are granted for ten years with monthly interest-only repayment requirements. Full principal repayment is required at the end of the ten-year draw period. Home equity loans are term loans that require the monthly payment of principal and interest such that the loan will be fully amortized at maturity. Underwriting considerations are materially consistent with those utilized in residential real estate. Collateral consists of a senior or subordinate lien on owner-occupied residential property.
Other consumer: The Company’s policy and underwriting in this category, which is comprised primarily of airplane and automobile loans, include the following factors, among others: income sources and reliability, credit histories, term of repayment, and collateral value, as applicable. These are typically granted on an unsecured basis, with the exception of airplane and automobile loans.
Credit Quality
Commercial Lending Credit Quality
The Company monitors credit quality indicators and utilizes portfolio scorecards to assess the risk of its commercial portfolio. Specifically, the Company utilizes a 12-point credit risk-rating system to manage risk and identify potential problem loans. Risk-rating assignments are based upon a number of quantitative and qualitative factors that are under continual review. Factors include cash flow, collateral coverage, liquidity, leverage, position within the industry, internal controls and management, financial reporting, and other considerations. The risk-rating categories are defined as follows:
0 Risk Rating - Unrated
Certain segments of the portfolios are not rated. These segments include airplane loans, business banking scored loan products, and other commercial loans managed by exception. Loans within this unrated loan segment are monitored by delinquency status; and for lines of credit greater than $100,000 in exposure, an annual review is conducted. The Company supplements performance data with current credit scores for the business banking portfolio on a quarterly basis. Unrated loans managed outside of airplane loans and business banking loans are generally restricted to commercial exposure less than $1 million. Loans included in this category have qualification requirements that include risk rating of 6W or better at time of recommendation for unrated status, acceptable management of deposit accounts, and no known negative changes in management, operations or financial performance. Restricted from this category are lines of credit managed with borrowing base requirements.
For purposes of estimating the allowance for loan losses, unrated loans are considered in the same manner as pass rated loans.
1-6W Risk Rating – Pass
Loans with a risk-rating of 1-6W are classified as “Pass” and are comprised of loans that range from “substantially risk free” which indicates borrowers of unquestioned credit standing, well-established national companies with a very strong financial condition, and loans fully secured by cash, through “acceptable risk” which indicates acceptable rated loans that may be experiencing weak cash flow, impending lease rollover or minor liquidity concerns. The top end of the risk-rating category (6W) includes loans that, although containing the same risk-rating as those with a rating of 6, are being more closely monitored to determine if a downgrade is necessary.
7 Risk Rating – Special Mention (Potential Weakness)
Loans to borrowers in this category exhibit potential weaknesses or downward trends deserving management’s close attention. While potentially weak, no loss of principal or interest is envisioned. Included in this category are borrowers who are performing as agreed, are weak when compared to industry standards, may be experiencing an interim loss and may be in declining industries. An element of asset quality, financial flexibility or management is below average. Management and owners may have limited depth, particularly when operating under strained circumstances. The Company does not consider borrowers within this category as new business prospects. Borrowers rated special mention may find it difficult to obtain alternative financing from traditional bank sources.
8 Risk Rating – Substandard (Well-Defined Weakness)
Loans with a risk-rating of 8 exhibit well-defined weaknesses that, if not corrected, may jeopardize the repayment of the debt. A loan is classified as substandard if it is inadequately protected by the repayment capacity of the obligor or by the collateral pledged. Specifically, repayment under market rates and terms, or by the requirements under the existing loan documents, is in jeopardy, but no loss of principal or interest is envisioned. There is a possibility that a partial loss of principal and/or interest will occur in the future if the deficiencies are not corrected. Loss potential, while existing in the aggregate portfolio of substandard assets, does not have to exist in individual assets classified as substandard. Credits in this category often may have reported a loss in the most recent fiscal year end and are likely to continue to report losses in the interim period, or interim losses are expected to result in a fiscal year-end loss. Nonaccrual is possible, but not mandatory, in this class.
9 Risk Rating – Doubtful (Loss Probable)
Loans classified as doubtful have comparable weaknesses as found in the loans classified as substandard with the added provision that such weaknesses make collection of the debt in full (based on currently existing facts, conditions and values) highly questionable and improbable. Serious problems exist such that partial loss of principal is likely. The probability of loss exceeds 50%, however, because of reasonably specific pending factors that may work to strengthen the credit, estimated losses are deferred until a more exact status can be determined. Pending factors may include the sale of the company, a merger, capital injection, new profitable purchase orders, and refinancing plans. Specific reserves will be the amount identified after specific review. Nonaccrual is mandatory in this class.
10 Risk Rating – Loss
Loans to borrowers in this category are deemed incapable of repayment. Loans to such borrowers are considered uncollectable and of such little value that continuance as active assets of the Company is not warranted. This classification does not mean that the loans have no recovery or salvage value, but rather, it is not practical or desirable to defer writing off these assets even though partial recovery may occur in the future. Loans in this category have a recorded investment of $0 at the time of the downgrade.
The credit quality of the commercial loan portfolio is actively monitored and supported by a comprehensive credit approval process; and all large dollar transactions are sent for approval to a committee of seasoned business line and credit professionals. Risk ratings are periodically reviewed and the Company maintains an independent credit risk review function that reports directly to the Risk Management Committee of the Board of Directors. Credits that demonstrate significant deterioration in credit quality are transferred to a specialized group of seasoned workout officers for individual attention.
The following tables detail the internal risk-rating categories for the Company’s commercial and industrial, commercial real estate, commercial construction and business banking portfolios:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30, 2020
|
Category
|
|
Risk
Rating
|
|
Commercial and
Industrial
|
|
Commercial
Real Estate
|
|
Commercial
Construction
|
|
Business
Banking
|
|
Total
|
|
|
(In thousands)
|
Unrated
|
|
—
|
|
$
|
751,703
|
|
|
$
|
43,126
|
|
|
$
|
332
|
|
|
$
|
904,292
|
|
|
$
|
1,699,453
|
|
Pass
|
|
1-6W
|
|
1,233,803
|
|
|
3,279,252
|
|
|
275,172
|
|
|
280,997
|
|
|
5,069,224
|
|
Special mention
|
|
7
|
|
115,579
|
|
|
294,176
|
|
|
18,114
|
|
|
49,348
|
|
|
477,217
|
|
Substandard
|
|
8
|
|
62,382
|
|
|
32,928
|
|
|
3,890
|
|
|
16,126
|
|
|
115,326
|
|
Doubtful
|
|
9
|
|
13,749
|
|
|
2,830
|
|
|
—
|
|
|
810
|
|
|
17,389
|
|
Loss
|
|
10
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
|
|
|
$
|
2,177,216
|
|
|
$
|
3,652,312
|
|
|
$
|
297,508
|
|
|
$
|
1,251,573
|
|
|
$
|
7,378,609
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2019
|
Category
|
|
Risk
Rating
|
|
Commercial and
Industrial
|
|
Commercial
Real Estate
|
|
Commercial
Construction
|
|
Business
Banking
|
|
Total
|
|
|
(In thousands)
|
Unrated
|
|
—
|
|
$
|
150,226
|
|
|
$
|
48,266
|
|
|
$
|
331
|
|
|
$
|
445,201
|
|
|
$
|
644,024
|
|
Pass
|
|
1-6W
|
|
1,405,902
|
|
|
3,436,267
|
|
|
260,615
|
|
|
315,194
|
|
|
5,417,978
|
|
Special mention
|
|
7
|
|
24,171
|
|
|
28,606
|
|
|
9,438
|
|
|
2,006
|
|
|
64,221
|
|
Substandard
|
|
8
|
|
42,894
|
|
|
21,635
|
|
|
3,390
|
|
|
8,207
|
|
|
76,126
|
|
Doubtful
|
|
9
|
|
18,991
|
|
|
667
|
|
|
—
|
|
|
890
|
|
|
20,548
|
|
Loss
|
|
10
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
|
|
|
$
|
1,642,184
|
|
|
$
|
3,535,441
|
|
|
$
|
273,774
|
|
|
$
|
771,498
|
|
|
$
|
6,222,897
|
|
Paycheck Protection Program (“PPP”) loans are included within the unrated category of the commercial and industrial and business banking portfolios in the table above. Commercial and industrial PPP and business banking PPP loans amounted to $637.6 million and $485.9 million, respectively, at September 30, 2020. The Company does not have an allowance for loan losses for PPP loans as they are 100% guaranteed by the SBA.
Residential and Consumer Lending Credit Quality
For the Company’s residential and consumer portfolios, the quality of the loan is best indicated by the repayment performance of an individual borrower. Updated appraisals, broker opinions of value and other collateral valuation methods are employed in the residential and consumer portfolios, typically for credits that are deteriorating. Delinquency status is determined using payment performance, while accrual status may be determined using a combination of payment performance, expected borrower viability and collateral value. Delinquent consumer loans are handled by a team of seasoned collection specialists.
Asset Quality
The Company manages its loan portfolio with careful monitoring. As a general rule, loans more than 90 days past due with respect to principal and interest are classified as nonaccrual loans. Exceptions may be made if management believes that collateral held by the Company is clearly sufficient and in full satisfaction of both principal and interest, or the loan is accounted for as a PCI loan. Therefore, as permitted by banking regulations, certain consumer loans past due 90 days or more may continue to accrue interest. The Company may also use discretion regarding other loans over 90 days delinquent if the loan is well secured and in the process of collection. Nonaccrual loans and loans that are more than 90 days past due but still accruing interest are considered nonperforming loans.
Nonaccrual loans may be returned to an accrual status when principal and interest payments are no longer delinquent, and the risk characteristics of the loan have improved to the extent that there no longer exists a concern as to the collectability of principal and interest. Loans are considered past due based upon the number of days delinquent according to
their contractual terms. Specifically, nonaccrual residential loans that have been restructured must perform for a period of six months before being considered for accrual status.
A loan is expected to remain on nonaccrual status until it becomes current with respect to principal and interest, the loan is liquidated, or the loan is determined to be uncollectible and is charged-off against the allowance for loan losses.
The following is a summary pertaining to the breakdown of the Company’s nonaccrual loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30,
|
|
As of December 31,
|
|
2020
|
|
2019
|
|
(In Thousands)
|
Commercial and industrial
|
$
|
10,719
|
|
|
$
|
21,471
|
|
Commercial real estate
|
2,936
|
|
|
4,120
|
|
Commercial construction
|
280
|
|
|
—
|
|
Business banking
|
15,033
|
|
|
8,502
|
|
Residential real estate
|
7,419
|
|
|
5,598
|
|
Consumer home equity
|
3,693
|
|
|
2,137
|
|
Other consumer
|
1,034
|
|
|
623
|
|
Total non-accrual loans
|
$
|
41,114
|
|
|
$
|
42,451
|
|
The following tables show the age analysis of past due loans as of the dates indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30, 2020
|
|
30-59
Days Past
Due
|
|
60-89
Days Past
Due
|
|
90 or More
Days Past
Due
|
|
Total Past
Due
|
|
Current
|
|
Total
Loans
|
|
Recorded
Investment
> 90 Days
and Accruing
|
|
(In thousands)
|
Commercial and industrial
|
$
|
129
|
|
|
$
|
—
|
|
|
$
|
1,990
|
|
|
$
|
2,119
|
|
|
$
|
2,175,097
|
|
|
$
|
2,177,216
|
|
|
$
|
1,048
|
|
Commercial real estate
|
199
|
|
|
—
|
|
|
4,443
|
|
|
4,642
|
|
|
3,647,670
|
|
|
3,652,312
|
|
|
2,336
|
|
Commercial construction
|
—
|
|
|
—
|
|
|
280
|
|
|
280
|
|
|
297,228
|
|
|
297,508
|
|
|
—
|
|
Business banking
|
3,583
|
|
|
1,646
|
|
|
9,480
|
|
|
14,709
|
|
|
1,236,864
|
|
|
1,251,573
|
|
|
—
|
|
Residential real estate
|
9,223
|
|
|
1,822
|
|
|
5,484
|
|
|
16,529
|
|
|
1,356,708
|
|
|
1,373,237
|
|
|
326
|
|
Consumer home equity
|
1,273
|
|
|
910
|
|
|
3,170
|
|
|
5,353
|
|
|
885,418
|
|
|
890,771
|
|
|
9
|
|
Other consumer
|
1,980
|
|
|
467
|
|
|
1,034
|
|
|
3,481
|
|
|
298,143
|
|
|
301,624
|
|
|
—
|
|
Total
|
$
|
16,387
|
|
|
$
|
4,845
|
|
|
$
|
25,881
|
|
|
$
|
47,113
|
|
|
$
|
9,897,128
|
|
|
$
|
9,944,241
|
|
|
$
|
3,719
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2019
|
|
30-59
Days Past
Due
|
|
60-89
Days Past
Due
|
|
90 or More
Days Past
Due
|
|
Total Past
Due
|
|
Current
|
|
Total
Loans
|
|
Recorded
Investment
>90 Days
and Accruing
|
|
(In thousands)
|
Commercial and industrial
|
$
|
1,407
|
|
|
$
|
—
|
|
|
$
|
963
|
|
|
$
|
2,370
|
|
|
$
|
1,639,814
|
|
|
$
|
1,642,184
|
|
|
$
|
—
|
|
Commercial real estate
|
1,290
|
|
|
100
|
|
|
1,856
|
|
|
3,246
|
|
|
3,532,195
|
|
|
3,535,441
|
|
|
1,315
|
|
Commercial Construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
273,774
|
|
|
273,774
|
|
|
—
|
|
Business banking
|
3,031
|
|
|
763
|
|
|
6,095
|
|
|
9,889
|
|
|
761,609
|
|
|
771,498
|
|
|
—
|
|
Residential real estate
|
14,030
|
|
|
2,563
|
|
|
3,030
|
|
|
19,623
|
|
|
1,409,007
|
|
|
1,428,630
|
|
|
—
|
|
Consumer home equity
|
2,497
|
|
|
430
|
|
|
1,636
|
|
|
4,563
|
|
|
928,525
|
|
|
933,088
|
|
|
9
|
|
Other consumer
|
3,451
|
|
|
514
|
|
|
579
|
|
|
4,544
|
|
|
397,887
|
|
|
402,431
|
|
|
—
|
|
Total
|
$
|
25,706
|
|
|
$
|
4,370
|
|
|
$
|
14,159
|
|
|
$
|
44,235
|
|
|
$
|
8,942,811
|
|
|
$
|
8,987,046
|
|
|
$
|
1,324
|
|
In the normal course of business, the Company may become aware of possible credit problems in which borrowers exhibit potential for the inability to comply with the contractual terms of their loans, but which currently do not yet meet the criteria for classification as nonperforming loans. However, based upon the Company’s past experiences, some of these loans with potential weaknesses will ultimately be restructured or placed in non-accrual status.
Troubled Debt Restructurings (“TDR”)
In cases where a borrower experiences financial difficulty and the Company makes certain concessionary modifications to contractual terms, the loan is classified as a troubled debt restructured loan. The objective is to aid in the resolution of nonperforming loans by modifying the contractual obligation to avoid the possibility of foreclosure.
All TDR loans are considered impaired and therefore are subject to a specific review for impairment loss. The amount of impairment loss, if any, is recorded as a specific loss allocation to each individual loan in the allowance for loan losses. Commercial loans and residential loans that have been classified as TDRs and which subsequently default are reviewed to determine if the loan should be deemed collateral dependent. In such an instance, any shortfall between the value of the collateral and the book value of the loan is determined by measuring the recorded investment in the loan against the fair value of the collateral less costs to sell.
The Company’s policy is to have any TDR loans which are on nonaccrual status prior to being modified remain on nonaccrual status for approximately six months subsequent to being modified before management considers its return to accrual status. If the TDR loan is on accrual status prior to being modified, it is reviewed to determine if the modified loan should remain on accrual status.
The following table shows the TDR loans on accrual and nonaccrual status as of the dates indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30, 2020
|
|
TDRs on Accrual Status
|
|
TDRs on Nonaccrual Status
|
|
Total TDRs
|
|
Number of Loans
|
|
Balance of
Loans
|
|
Number of
Loans
|
|
Balance of
Loans
|
|
Number of
Loans
|
|
Balance of
Loans
|
|
(Dollars in thousands)
|
Commercial and industrial
|
2
|
|
|
$
|
5,671
|
|
|
8
|
|
|
$
|
6,986
|
|
|
10
|
|
|
$
|
12,657
|
|
Commercial real estate
|
1
|
|
|
3,520
|
|
|
2
|
|
|
696
|
|
|
3
|
|
|
4,216
|
|
Business banking
|
5
|
|
|
4,090
|
|
|
2
|
|
|
223
|
|
|
7
|
|
|
4,313
|
|
Residential real estate
|
146
|
|
|
22,803
|
|
|
26
|
|
|
3,765
|
|
|
172
|
|
|
26,568
|
|
Consumer home equity
|
85
|
|
|
3,766
|
|
|
12
|
|
|
786
|
|
|
97
|
|
|
4,552
|
|
Other consumer
|
3
|
|
|
31
|
|
|
1
|
|
|
23
|
|
|
4
|
|
|
54
|
|
Total
|
242
|
|
|
$
|
39,881
|
|
|
51
|
|
|
$
|
12,479
|
|
|
293
|
|
|
$
|
52,360
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2019
|
|
TDRs on Accrual Status
|
|
TDRs on Nonaccrual Status
|
|
Total TDRs
|
|
Number of Loans
|
|
Balance of
Loans
|
|
Number of Loans
|
|
Balance of
Loans
|
|
Loans
|
|
Balance of
Loans
|
|
(Dollars in thousands)
|
Commercial and industrial
|
4
|
|
|
$
|
10,899
|
|
|
14
|
|
|
$
|
19,781
|
|
|
18
|
|
|
$
|
30,680
|
|
Commercial real estate
|
1
|
|
|
3,520
|
|
|
3
|
|
|
3,338
|
|
|
4
|
|
|
6,858
|
|
Business banking
|
2
|
|
|
3,156
|
|
|
1
|
|
|
204
|
|
|
3
|
|
|
3,360
|
|
Residential real estate
|
152
|
|
|
25,093
|
|
|
27
|
|
|
3,977
|
|
|
179
|
|
|
29,070
|
|
Consumer home equity
|
89
|
|
|
5,955
|
|
|
5
|
|
|
600
|
|
|
94
|
|
|
6,555
|
|
Total
|
248
|
|
|
$
|
48,623
|
|
|
50
|
|
|
$
|
27,900
|
|
|
298
|
|
|
$
|
76,523
|
|
The amount of specific reserve associated with the TDRs was $3.8 million and $3.2 million at September 30, 2020 and December 31, 2019, respectively. During the nine months ended September 30, 2020 and the year ended December 31, 2019, $2.2 million and $0.3 million, respectively, in TDRs moved from nonaccrual to accrual. The amount of additional commitments to lend to borrowers who have been a party to a TDR was $0 and $2.5 million at September 30, 2020 and December 31, 2019, respectively.
The following tables show the modifications which occurred during the periods and the change in the recorded investment subsequent to the modifications occurring:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended September 30, 2020
|
|
For the Nine Months Ended September 30, 2020
|
|
Number
of
Contracts
|
|
Pre-
Modification
Outstanding
Recorded
Investment
|
|
Post-
Modification
Modification
Outstanding
Recorded
Investment (1)
|
|
Number
of
Contracts
|
|
Pre-Modification
Modification
Outstanding
Recorded
Investment
|
|
Post-
Modification
Modification
Outstanding
Recorded
Investment (1)
|
|
(Dollars in thousands)
|
Commercial and industrial
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
1
|
|
|
$
|
140
|
|
|
$
|
140
|
|
Commercial real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
632
|
|
|
632
|
|
Business banking
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
1,040
|
|
|
1,040
|
|
Residential real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
399
|
|
|
399
|
|
Consumer home equity
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
527
|
|
|
531
|
|
Other consumer
|
3
|
|
|
35
|
|
|
35
|
|
|
4
|
|
|
58
|
|
|
58
|
|
Total
|
3
|
|
|
$
|
35
|
|
|
$
|
35
|
|
|
25
|
|
|
$
|
2,796
|
|
|
$
|
2,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended September 30, 2019
|
|
For the Nine Months Ended September 30, 2019
|
|
Number
of
Contracts
|
|
Pre-
Modification
Outstanding
Recorded
Investment
|
|
Post-
Modification
Modification
Outstanding
Recorded
Investment (1)
|
|
Number
of
Contracts
|
|
Pre-Modification
Modification
Outstanding
Recorded
Investment
|
|
Post-
Modification
Modification
Outstanding
Recorded
Investment (1)
|
|
(Dollars in thousands)
|
Commercial and industrial
|
7
|
|
|
$
|
11,032
|
|
|
$
|
11,032
|
|
|
14
|
|
|
$
|
18,494
|
|
|
$
|
18,794
|
|
Commercial real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
3,277
|
|
|
3,277
|
|
Business banking
|
2
|
|
|
3,184
|
|
|
3,184
|
|
|
2
|
|
|
3,184
|
|
|
3,184
|
|
Residential real estate
|
2
|
|
|
741
|
|
|
756
|
|
|
5
|
|
|
1,174
|
|
|
1,201
|
|
Consumer home equity
|
1
|
|
|
47
|
|
|
47
|
|
|
4
|
|
|
201
|
|
|
204
|
|
Total
|
12
|
|
|
$
|
15,004
|
|
|
$
|
15,019
|
|
|
27
|
|
|
$
|
26,330
|
|
|
$
|
26,660
|
|
(1)The post-modification balances represent the balance of the loan on the date of modification. These amounts may show an increase when modification includes capitalization of interest.
At September 30, 2020 and December 31, 2019, the outstanding recorded investment of loans that were new to TDR during the period was $2.5 million and $36.2 million, respectively.
The following table shows the Company’s post-modification balance of TDRs listed by type of modification during the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended September 30,
|
|
For the Nine Months Ended September 30,
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
(In Thousands)
|
Adjusted interest rate and extended maturity
|
$
|
—
|
|
|
$
|
138
|
|
|
$
|
—
|
|
|
$
|
806
|
|
Adjusted interest rate and principal deferred
|
—
|
|
|
—
|
|
|
—
|
|
|
40
|
|
Adjusted interest rate
|
—
|
|
|
3,184
|
|
|
—
|
|
|
3,184
|
|
Interest only/principal deferred
|
—
|
|
|
—
|
|
|
1,305
|
|
|
40
|
|
Extended maturity
|
—
|
|
|
—
|
|
|
35
|
|
|
—
|
|
Extended maturity and interest only/principal deferred
|
—
|
|
|
47
|
|
|
427
|
|
|
47
|
|
Additional underwriting - increased exposure
|
—
|
|
|
—
|
|
|
—
|
|
|
10,572
|
|
Court-ordered concession
|
35
|
|
|
—
|
|
|
1,033
|
|
|
321
|
|
Subordination
|
—
|
|
|
11,032
|
|
|
—
|
|
|
11,032
|
|
Other
|
—
|
|
|
618
|
|
|
—
|
|
|
618
|
|
Total
|
$
|
35
|
|
|
$
|
15,019
|
|
|
$
|
2,800
|
|
|
$
|
26,660
|
|
The following table shows the loans that have been modified during the prior 12 months which have subsequently defaulted during the periods indicated. The Company considers a loan to have defaulted when it reaches 90 days past due or is transferred to nonaccrual:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended September 30,
|
|
For the Nine Months Ended September 30,
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
Number of
Contracts
|
|
Recorded
Investment
|
|
Number of
Contracts
|
|
Recorded
Investment
|
|
Number of
Contracts
|
|
Recorded
Investment
|
|
Number of
Contracts
|
|
Recorded
Investment
|
|
(Dollars in thousands)
|
Troubled debt restructurings that subsequently defaulted (1):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial
|
—
|
|
|
$
|
—
|
|
|
7
|
|
|
$
|
16,741
|
|
|
—
|
|
|
$
|
—
|
|
|
11
|
|
|
$
|
22,283
|
|
Commercial real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
330
|
|
Residential real estate
|
—
|
|
|
—
|
|
|
2
|
|
|
478
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
584
|
|
Consumer Home Equity
|
1
|
|
|
40
|
|
|
1
|
|
|
81
|
|
|
1
|
|
|
40
|
|
|
1
|
|
|
81
|
|
Total
|
1
|
|
|
$
|
40
|
|
|
10
|
|
|
$
|
17,300
|
|
|
1
|
|
|
$
|
40
|
|
|
16
|
|
|
$
|
23,278
|
|
(1)This table does not reflect any TDRs which were fully charged off, paid off, or otherwise settled during the period.
During the three and nine months ended September 30, 2020 the amounts charged-off on TDRs modified in the prior 12 months were $0.2 million and $0.6 million, respectively. During both the three and nine months ended September 30, 2019 there were no charge-offs on TDR loans modified in the prior 12 months.
Impaired Loans
Impaired loans consist of all loans for which management has determined it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreements. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due.
The Company measures impairment of loans using a discounted cash flow method, the loan’s observable market price, or the fair value of the collateral if the loan is collateral dependent. The Company has defined the population of impaired loans to include certain nonaccrual loans, TDR loans and residential and home equity loans that have been partially charged off.
The following table summarizes the Company’s impaired loans by loan portfolio as of the dates indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30, 2020
|
|
As of December 31, 2019
|
|
Recorded
Investment
|
|
Unpaid
Principal
Balance
|
|
Related
Allowance
|
|
Recorded
Investment
|
|
Unpaid
Principal
Balance
|
|
Related
Allowance
|
|
(In thousands)
|
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial
|
$
|
9,261
|
|
|
$
|
10,478
|
|
|
$
|
—
|
|
|
$
|
22,074
|
|
|
$
|
22,819
|
|
|
$
|
—
|
|
Commercial real estate
|
4,397
|
|
|
4,491
|
|
|
—
|
|
|
7,553
|
|
|
7,808
|
|
|
—
|
|
Commercial construction
|
280
|
|
|
280
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Business banking
|
3,783
|
|
|
5,214
|
|
|
—
|
|
|
2,738
|
|
|
4,062
|
|
|
—
|
|
Residential real estate
|
13,166
|
|
|
14,894
|
|
|
—
|
|
|
16,517
|
|
|
17,858
|
|
|
—
|
|
Consumer home equity
|
2,148
|
|
|
2,148
|
|
|
—
|
|
|
3,666
|
|
|
3,697
|
|
|
—
|
|
Other consumer
|
54
|
|
|
54
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Sub-total
|
33,089
|
|
|
37,559
|
|
|
—
|
|
|
52,548
|
|
|
56,244
|
|
|
—
|
|
With an allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial
|
7,129
|
|
|
7,431
|
|
|
3,687
|
|
|
10,296
|
|
|
10,503
|
|
|
2,337
|
|
Commercial real estate
|
2,059
|
|
|
2,199
|
|
|
397
|
|
|
88
|
|
|
90
|
|
|
40
|
|
Commercial construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Business banking
|
15,340
|
|
|
19,697
|
|
|
1,018
|
|
|
8,920
|
|
|
13,176
|
|
|
571
|
|
Residential real estate
|
13,792
|
|
|
13,792
|
|
|
1,507
|
|
|
13,015
|
|
|
14,072
|
|
|
1,399
|
|
Consumer home equity
|
2,404
|
|
|
2,404
|
|
|
263
|
|
|
2,889
|
|
|
2,913
|
|
|
322
|
|
Sub-total
|
40,724
|
|
|
45,523
|
|
|
6,872
|
|
|
35,208
|
|
|
40,754
|
|
|
4,669
|
|
Total
|
$
|
73,813
|
|
|
$
|
83,082
|
|
|
$
|
6,872
|
|
|
$
|
87,756
|
|
|
$
|
96,998
|
|
|
$
|
4,669
|
|
The following tables display information regarding interest income recognized on impaired loans, by portfolio, for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended
|
|
For the Nine Months Ended
|
|
September 30, 2020
|
|
September 30, 2020
|
|
Average
Recorded
Investment
|
|
Total
Interest
Recognized
|
|
Average
Recorded
Investment
|
|
Total
Interest
Recognized
|
|
(In Thousands)
|
With no related allowance recorded:
|
|
|
|
|
|
|
|
Commercial and industrial
|
$
|
9,273
|
|
|
$
|
48
|
|
|
$
|
14,152
|
|
|
$
|
167
|
|
Commercial real estate
|
4,408
|
|
|
45
|
|
|
5,433
|
|
|
134
|
|
Commercial construction
|
280
|
|
|
—
|
|
|
125
|
|
|
—
|
|
Business banking
|
3,298
|
|
|
30
|
|
|
2,659
|
|
|
66
|
|
Residential real estate
|
13,513
|
|
|
129
|
|
|
13,141
|
|
|
399
|
|
Consumer home equity
|
3,034
|
|
|
21
|
|
|
3,287
|
|
|
61
|
|
Other consumer
|
53
|
|
|
1
|
|
|
33
|
|
|
1
|
|
Sub-total
|
33,859
|
|
|
274
|
|
|
38,830
|
|
|
828
|
|
With an allowance recorded:
|
|
|
|
|
|
|
|
Commercial and industrial
|
6,229
|
|
|
—
|
|
|
8,168
|
|
|
—
|
|
Commercial real estate
|
1,017
|
|
|
—
|
|
|
625
|
|
|
—
|
|
Commercial construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Business banking
|
17,452
|
|
|
15
|
|
|
13,063
|
|
|
44
|
|
Residential real estate
|
14,165
|
|
|
144
|
|
|
13,708
|
|
|
446
|
|
Consumer home equity
|
2,417
|
|
|
23
|
|
|
2,692
|
|
|
69
|
|
Sub-total
|
41,280
|
|
|
182
|
|
|
38,256
|
|
|
559
|
|
Total
|
$
|
75,139
|
|
|
$
|
456
|
|
|
$
|
77,086
|
|
|
$
|
1,387
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended
|
|
For the Nine Months Ended
|
|
September 30, 2019
|
|
September 30, 2019
|
|
Average
Recorded
Investment
|
|
Total
Interest
Recognized
|
|
Average
Recorded
Investment
|
|
Total
Interest
Recognized
|
|
(In Thousands)
|
With no related allowance recorded:
|
|
|
|
|
|
|
|
Commercial and industrial
|
$
|
26,351
|
|
|
$
|
116
|
|
|
$
|
16,346
|
|
|
$
|
339
|
|
Commercial real estate
|
9,106
|
|
|
74
|
|
|
10,486
|
|
|
222
|
|
Business banking
|
2,872
|
|
|
11
|
|
|
1,845
|
|
|
11
|
|
Residential real estate
|
11,500
|
|
|
15
|
|
|
11,537
|
|
|
352
|
|
Consumer home equity
|
1,837
|
|
|
1
|
|
|
1,915
|
|
|
71
|
|
Sub-total
|
51,666
|
|
|
217
|
|
|
42,129
|
|
|
995
|
|
With an allowance recorded:
|
|
|
|
|
|
|
|
Commercial and industrial
|
6,289
|
|
|
—
|
|
|
4,516
|
|
|
—
|
|
Commercial real estate
|
88
|
|
|
—
|
|
|
452
|
|
|
—
|
|
Business banking
|
8,104
|
|
|
10
|
|
|
7,326
|
|
|
10
|
|
Residential real estate
|
12,978
|
|
|
19
|
|
|
13,024
|
|
|
442
|
|
Consumer home equity
|
2,306
|
|
|
1
|
|
|
2,403
|
|
|
89
|
|
Sub-total
|
29,765
|
|
|
30
|
|
|
27,721
|
|
|
541
|
|
Total
|
$
|
81,431
|
|
|
$
|
247
|
|
|
$
|
69,850
|
|
|
$
|
1,536
|
|
Purchased Credit Impaired Loans
The following table displays the outstanding and carrying amounts of PCI loans as of the dates indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30,
|
|
December 31,
|
|
2020
|
|
2019
|
|
(In Thousands)
|
Outstanding balance
|
$
|
12,341
|
|
|
$
|
15,149
|
|
Carrying amount
|
11,421
|
|
|
13,451
|
|
The excess of cash flows expected to be collected over the carrying amount of the loans, referred to as the “accretable yield,” is accreted into interest income over the life of the loans using the effective yield method. The following table summarizes activity in the accretable yield for the PCI loan portfolio:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended September 30,
|
|
For the Nine Months Ended September 30,
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
(In Thousands)
|
Balance at beginning of period
|
$
|
2,994
|
|
|
$
|
5,474
|
|
|
$
|
3,923
|
|
|
$
|
6,161
|
|
Acquisition
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Accretion
|
(298)
|
|
|
(526)
|
|
|
(1,058)
|
|
|
(1,668)
|
|
Other change in expected cash flows
|
(44)
|
|
|
(248)
|
|
|
(209)
|
|
|
(648)
|
|
Reclassification (to) from non-accretable difference for loans with (deteriorated) improved cash flows
|
—
|
|
|
—
|
|
|
(4)
|
|
|
855
|
|
Balance at end of period
|
$
|
2,652
|
|
|
$
|
4,700
|
|
|
$
|
2,652
|
|
|
$
|
4,700
|
|
The estimate of cash flows expected to be collected is regularly re-assessed subsequent to acquisition. A decrease in expected cash flows in subsequent periods may indicate that the loan is impaired which would require the establishment of an allowance for loan losses by a charge to the provision for loan losses. An increase in expected cash flows in subsequent periods serves, first, to reduce any previously established allowance for loan losses by the increase in the present value of cash flows expected to be collected, and results in a recalculation of the amount of accretable yield for the loan. The adjustment of accretable yield due to an increase in expected cash flows is accounted for as a change in estimate. The additional cash flows expected to be collected are reclassified from the nonaccretable difference to the accretable yield, and the amount of periodic accretion is adjusted accordingly over the remaining life of the loans.
Loan Participations
The Company occasionally purchases commercial loan participations, or participates in syndications through the SNC Program. These participations meet the same underwriting, credit and portfolio management standards as the Company’s other loans and are applied against the same criteria to determine the allowance for loan losses as other loans. As of September 30, 2020 and December 31, 2019, the Company held commercial loan participation interests totaling $1.1 billion and $965.1 million, respectively.
The following table summarizes the Company’s loan participations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of and for the nine months ended September 30, 2020
|
|
As of and for the year ended December 31, 2019
|
|
Balance
|
|
Nonperforming
Loan Rate
(%)
|
|
Impaired
(%)
|
|
Gross
Charge-offs
|
|
Balance
|
|
Nonperforming
Loan Rate
(%)
|
|
Impaired
(%)
|
|
Gross
Charge-offs
|
|
(Dollars in thousands)
|
Commercial and industrial
|
$
|
640,288
|
|
|
1.05
|
%
|
|
1.05
|
%
|
|
$
|
—
|
|
|
$
|
586,346
|
|
|
2.76
|
%
|
|
2.76
|
%
|
|
$
|
—
|
|
Commercial real estate
|
310,332
|
|
|
0.00
|
%
|
|
0.00
|
%
|
|
—
|
|
|
314,487
|
|
|
0.00
|
%
|
|
0.00
|
%
|
|
—
|
|
Commercial construction
|
100,839
|
|
|
0.00
|
%
|
|
0.00
|
%
|
|
—
|
|
|
64,259
|
|
|
0.00
|
%
|
|
0.00
|
%
|
|
—
|
|
Business banking
|
37
|
|
|
0.00
|
%
|
|
0.00
|
%
|
|
15
|
|
|
57
|
|
|
0.00
|
%
|
|
0.00
|
%
|
|
—
|
|
Total loan participations
|
$
|
1,051,496
|
|
|
0.64
|
%
|
|
0.64
|
%
|
|
$
|
15
|
|
|
$
|
965,149
|
|
|
1.68
|
%
|
|
1.68
|
%
|
|
$
|
—
|
|
5. Leases
The Company leases certain office space and equipment under various non-cancelable operating leases. These leases have original terms ranging from 1 year to 25 years. Operating lease liabilities and right-of-use ("ROU") assets are recognized at the lease commencement date based upon the present value of the future minimum lease payments over the lease term. Operating lease liabilities are recorded within other liabilities and ROU assets are recorded within other assets in the Company’s consolidated balance sheet.
As of September 30, 2020, the Company had the following related to operating leases:
|
|
|
|
|
|
|
As of September 30, 2020
|
|
(In thousands)
|
Right-of-use assets
|
$
|
84,848
|
|
Lease liabilities
|
$
|
88,537
|
|
The following table is a summary of the Company’s components of net lease cost for the three and nine months ended September 30, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, 2020
|
|
Nine Months Ended September 30, 2020
|
|
(In thousands)
|
Operating lease cost
|
$
|
3,596
|
|
|
$
|
10,810
|
|
Finance lease cost
|
24
|
|
|
43
|
|
Variable lease cost
|
509
|
|
|
1,479
|
|
Total lease cost
|
$
|
4,129
|
|
|
$
|
12,332
|
|
The rent expense under real estate operating leases for the three and nine months ended September 30, 2019 amounted to $3.6 million and $10.8 million, respectively. The rent expense under equipment operating leases for the three and nine months ended September 30, 2019 amounted to $0.1 million and $0.5 million, respectively.
During the three and nine months ended September 30, 2020, the Company made $3.6 million and $10.6 million, respectively, in cash payments for operating and finance lease payments.
Finance leases are not material. Finance lease liabilities are recorded within other liabilities and finance ROU assets are recorded within other assets in the Company’s consolidated balance sheet.
Supplemental balance sheet information related to operating leases as of September 30, 2020 is as follows:
|
|
|
|
|
|
|
As of September 30, 2020
|
Weighted-average remaining lease term (in years)
|
8.67
|
Weighted-average discount rate
|
2.64
|
%
|
The following table sets forth the undiscounted cash flows of base rent related to operating leases outstanding at September 30, 2020 with payments scheduled over the next five years and thereafter, including a reconciliation to the operating lease liability recognized in the Company’s consolidated balance sheet in other liabilities.
|
|
|
|
|
|
|
|
|
(In thousands)
|
Remainder of 2020
|
$
|
3,554
|
|
2021
|
13,777
|
|
2022
|
12,808
|
|
2023
|
12,268
|
|
2024
|
11,465
|
|
Thereafter
|
45,628
|
|
Total minimum lease payments
|
$
|
99,500
|
|
Less: amount representing interest
|
10,963
|
|
Present value of future minimum lease payments
|
$
|
88,537
|
|
6. Goodwill and Other Intangibles
The following tables set forth the carrying amount of goodwill and other intangible assets, net of accumulated amortization by reporting unit at the dates indicated below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30, 2020
|
|
Banking
Business
|
|
Insurance
Agency Business
|
|
Net
Carrying
Amount
|
|
(In Thousands)
|
Balances not subject to amortization
|
|
|
|
|
|
Goodwill
|
$
|
298,611
|
|
|
$
|
70,420
|
|
|
$
|
369,031
|
|
Balances subject to amortization
|
|
|
|
|
|
Insurance agency
|
—
|
|
|
6,294
|
|
|
6,294
|
|
Core deposits
|
307
|
|
|
—
|
|
|
307
|
|
Total other intangible assets
|
307
|
|
|
6,294
|
|
|
6,601
|
|
Total goodwill and other intangible assets
|
$
|
298,918
|
|
|
$
|
76,714
|
|
|
$
|
375,632
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2019
|
|
Banking
Business
|
|
Insurance
Agency Business
|
|
Net
Carrying
Amount
|
|
(In Thousands)
|
Balances not subject to amortization
|
|
|
|
|
|
Goodwill
|
$
|
298,611
|
|
|
$
|
70,420
|
|
|
$
|
369,031
|
|
Balances subject to amortization
|
|
|
|
|
|
Insurance agency
|
—
|
|
|
7,949
|
|
|
7,949
|
|
Core deposits
|
754
|
|
|
—
|
|
|
754
|
|
Total other intangible assets
|
754
|
|
|
7,949
|
|
|
8,703
|
|
Total goodwill and other intangible assets
|
$
|
299,365
|
|
|
$
|
78,369
|
|
|
$
|
377,734
|
|
The Company quantitatively assesses goodwill for impairment at the reporting unit level on an annual basis or sooner if an event occurs or circumstances change which might indicate that the fair value of a reporting unit is below its carrying amount. The quantitative assessment was most recently performed as of September 30, 2020. The Company considered the economic conditions for the period including the potential impact of the novel coronavirus ("COVID-19") pandemic in the goodwill impairment test and determined there was no indication of impairment related to goodwill. Additionally, the Company did not record any impairment charges during the year ended December 31, 2019.
Other intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Company considered the impact of COVID-19 as it pertains to these
intangible assets and determined that there was no indication of impairment related to other intangible assets. Additionally, the Company did not record any impairment charges during the year ended December 31, 2019.
7. Income Taxes
The following table sets forth information regarding the Company’s tax provision and applicable tax rates for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
(Dollars in thousands)
|
Combined federal and state income tax provisions
|
$
|
7,429
|
|
|
$
|
9,230
|
|
|
$
|
15,924
|
|
|
$
|
29,940
|
|
Effective income tax rates
|
20.7
|
%
|
|
20.5
|
%
|
|
19.2
|
%
|
|
22.4
|
%
|
The Company’s provision for income taxes was $7.4 million and $9.2 million for the three months ended September 30, 2020 and 2019, respectively, and $15.9 million and $29.9 million for the nine months ended September 30, 2020 and 2019, respectively. The decrease in income tax expense was due primarily to lower pre-tax income during the three and nine months ended September 30, 2020 compared to the three and nine months ended September 30, 2019, increasing the impact on the effective rate related to favorable permanent differences, including investment tax credits and tax exempt income. Additionally, the tax expense decreased as a result of discrete items associated with professional fees and impairment charges related to tax equity investments.
The Company believes that it is more likely than not that its deferred tax assets as of September 30, 2020 and December 31, 2019 will be realized. As such, there was no deferred tax asset valuation allowance as of September 30, 2020 and December 31, 2019.
The Company files tax returns in the U.S. federal jurisdiction and various states. As of September 30, 2020, the Company is no longer subject to exam for tax years before 2016 by the Internal Revenue Service ("IRS") and state tax authorities. The Company believes that its income tax returns have been filed based upon applicable statutes, regulations and case law in effect at the time of filing, however the IRS and/or state jurisdiction, upon examination, could disagree with the Company's interpretation.
Management has performed an evaluation of the Company’s tax positions and determined that a reserve for unrecognized tax benefits at September 30, 2020 and December 31, 2019 was not needed.
8. Low Income Housing Tax Credits and Other Tax Credit Investments
The Company has invested in several separate Low Income Housing Tax Credits (“LIHTC”) projects, also referred to as qualified affordable housing projects, which provide the Company with tax credits and operating loss tax benefits over a period of approximately 15 years. Typically, none of the original investment is expected to be repaid. The return on these investments is generally generated through tax credits and tax losses. The Company accounts for its investments in LIHTC projects using the proportional amortization method, under which it amortizes the initial cost of the investment in proportion to the amount of the tax credits and other tax benefits received and recognizes the net investment performance in the income statement as a component of income tax expense (benefit). The Company’s maximum exposure to loss in its investments in qualified affordable housing projects is limited to its carrying value included in other assets. The Company will continue to use the proportional amortization method on any new investments going forward.
The following table presents the Company’s investments in low income housing projects accounted for using the proportional amortization method for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
September 30, 2020
|
|
Year Ended December 31, 2019
|
|
(In Thousands)
|
Current recorded investment included in other assets
|
$
|
59,767
|
|
|
$
|
37,665
|
|
Commitments to fund qualified affordable housing projects included in recorded investment noted above
|
34,245
|
|
|
18,042
|
|
Tax credits and benefits (1)
|
4,597
|
|
|
5,962
|
|
Amortization of investments included in current tax expense (2)
|
3,715
|
|
|
4,782
|
|
(1)Amount reflects tax credits and tax benefits recognized in the consolidated statement of income for the nine months ended September 30, 2020 and the year ended December 31, 2019.
(2)Amount reflects amortization of qualified affordable housing projects for the nine months ended September 30, 2020 and the year ended December 31, 2019.
In reviewing its tax credit equity investments for impairment, the Company identified an immaterial correction to the investment balances primarily related to prior periods. In the quarter-ended September 30, 2020, the Company wrote off $7.6 million of the tax credit equity investment balances as a component of noninterest expense and other assets to reflect the remaining benefits from these investments. Management evaluated the correction in relation to the current period, which is when the correction was recorded, as well as the preceding periods in which it originated. Management believes this correction is immaterial to both the consolidated quarterly and previous annual financial statements.
9. Employee Benefits
Pension Plans
The Company provides pension benefits for its employees through membership in the Savings Banks Employees’ Retirement Association. The plan through which benefits are provided is a noncontributory, defined benefit plan. The Company’s annual contribution to the Defined Benefit Plan is based upon standards established by the Pension Protection Act. The contribution is based on an actuarial method intended to provide not only for benefits attributable to service to date, but also for those expected to be earned in the future. The Defined Benefit Plan has a plan year end of October 31.
The Company has an unfunded Defined Benefit Supplemental Executive Retirement Plan ("DB SERP") that provides certain retired and currently employed officers with defined pension benefits in excess of qualified plan limits imposed by U.S. federal tax law. The DB SERP has a plan year end of December 31. In addition, the Company has an unfunded Benefit Equalization Plan ("BEP") to provide retirement benefits to certain employees whose retirement benefits under the qualified pension plan are limited per the Internal Revenue Code. The BEP has a plan year end of October 31. The Company also has an unfunded Outside Directors’ Retainer Continuance Plan that provides pension benefits to outside directors who retire from service. The Outside Directors’ Retainer Continuance Plan has a plan year end of December 31.
Components of Net Periodic Benefit Cost
The components of net pension expense for the plans for the periods indicated are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
(In Thousands)
|
Components of net periodic benefit cost:
|
|
|
|
|
|
|
|
Service cost
|
$
|
6,231
|
|
|
$
|
4,733
|
|
|
$
|
18,694
|
|
|
$
|
14,196
|
|
Interest cost
|
2,617
|
|
|
2,747
|
|
|
7,849
|
|
|
8,247
|
|
Expected return on plan assets
|
(7,427)
|
|
|
(5,901)
|
|
|
(22,277)
|
|
|
(17,713)
|
|
Past service cost
|
7
|
|
|
11
|
|
|
19
|
|
|
33
|
|
Recognized net actuarial loss
|
2,361
|
|
|
1,809
|
|
|
7,082
|
|
|
5,432
|
|
Net periodic benefit cost
|
$
|
3,789
|
|
|
$
|
3,399
|
|
|
$
|
11,367
|
|
|
$
|
10,195
|
|
Service costs for the Defined Benefit Plan, the BEP, and the DB SERP are recognized within salaries and employee benefits in the statement of income. Service costs for the Outside Directors’ Retainer Continuance Plan are recognized within professional services in the statement of income. The remaining components of net periodic benefit cost are recognized in other noninterest expense in the statement of income. During the nine months ended September 30, 2020, the Company made contributions for the Defined Benefit Plan of $32.5 million.
Rabbi Trust Variable Interest Entity
The Company established a rabbi trust to meet its obligations under certain executive non-qualified retirement benefits and deferred compensation plans and to mitigate the expense volatility of the aforementioned retirement plans. The rabbi trust is considered a variable interest entity ("VIE") as the equity investment at risk is insufficient to permit the trust to finance its activities without additional subordinated financial support from the Company. The Company is considered the primary beneficiary of the rabbi trust as it has the power to direct the activities of the rabbi trust that significantly affect the rabbi trust’s economic performance and it has the obligation to absorb losses of the rabbi trust that could potentially be significant to the rabbi trust by virtue of its contingent call options on the rabbi trust’s assets in the event of the Company’s bankruptcy. As the primary beneficiary of this VIE, the Company consolidates the rabbi trust investments. These rabbi trust investments consist primarily of cash and cash equivalents, U.S. government agency obligations, equity securities, mutual funds and other exchange-traded funds, and are recorded at fair value in other assets on the Company's consolidated balance sheet. Changes in fair value are recorded in noninterest income. At September 30, 2020 and December 31, 2019 the amount of rabbi trust investments at fair value were $83.7 million and $78.0 million, respectively.
10. Commitments and Contingencies
Financial Instruments with Off-Balance Sheet Risk
In order to meet the financing needs of its customers and to reduce its own exposure to fluctuations in interest rates, the Company is party to financial instruments with off-balance sheet risk in the normal course of business. These financial instruments include commitments to extend credit, standby letters of credit, and forward commitments to sell loans, all of which involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets. The contract or notional amounts of those instruments reflect the extent of involvement the Company has in each particular class of financial instruments.
Substantially all of the Company’s commitments to extend credit, which normally have fixed expiration dates or termination clauses, are contingent upon customers maintaining specific credit standards at the time of loan funding. Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. In the event the customer does not perform in accordance with terms of agreement with the third party, the Company would be required to fund the commitment. The maximum potential amount of future payments the Company could be required to make is represented by the contractual amount of the commitment. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. For forward loan sale commitments, the contract or notional amount does not represent exposure to credit loss. The Company does not sell loans with recourse.
The following table summarizes the above financial instruments as of the dates indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30, 2020
|
|
As of December 31, 2019
|
|
(In Thousands)
|
Commitments to extend credit
|
$
|
3,798,722
|
|
|
$
|
3,606,182
|
|
Standby letters of credit
|
62,361
|
|
|
60,124
|
|
Forward commitments to sell loans
|
154,114
|
|
|
21,357
|
|
Other Contingencies
The Company has been named a defendant in various legal proceedings arising in the normal course of business. In the opinion of management, based on the advice of legal counsel, the ultimate resolution of these proceedings will not have a material effect on the Company’s consolidated financial statements.
As a member of the Federal Reserve System, the Bank is required to maintain certain reserves of vault cash and/or deposits with the Federal Reserve Bank of Boston. However, in response to the COVID-19 pandemic, the Federal Reserve temporarily eliminated reserve requirements and therefore there was no minimum reserve requirement as of September 30, 2020. The amount of the Bank's reserve requirement included in cash and cash equivalents was approximately $3.7 million on December 31, 2019.
11. Derivative Financial Instruments
The Company uses derivative financial instruments to manage the Company’s interest rate risk resulting from the differences in the amount, timing, and duration of known or expected cash receipts and known or expected cash payments. Additionally, the Company enters into interest rate derivatives and foreign exchange contracts to accommodate the business requirements of its customers (“customer-related positions”) and risk participation agreements entered into as financial guarantees of performance on customer-related interest rate swap derivatives. Derivative instruments are carried at fair value in the Company’s financial statements. The accounting for changes in the fair value of a derivative instrument is dependent upon whether or not the instrument qualifies as a hedge for accounting purposes, and further, by the type of hedging relationship.
By using derivatives, the Company is exposed to credit risk to the extent that counterparties to the derivative contracts do not perform as required. Should a counterparty fail to perform under the terms of a derivative contract, the Company’s credit exposure on interest rate swaps is limited to the net positive fair value and accrued interest of all swaps with each counterparty plus any initial margin collateral posted. The Company seeks to minimize counterparty credit risk through credit approvals, limits, monitoring procedures, and obtaining collateral, where appropriate. As such, management believes the risk of incurring credit losses on derivative contracts with those counterparties is remote.
Interest Rate Positions
An interest rate swap is an agreement whereby one party agrees to pay a floating rate of interest on a notional principal amount in exchange for receiving a fixed rate of interest on the same notional amount, for a predetermined period of time, from a second party. The amounts relating to the notional principal amount are not actually exchanged. The Company may enter into interest rate swaps in which they pay floating and receive fixed interest in order to manage its interest rate risk exposure to the variability in interest cash flows on certain floating-rate commercial loans. For interest rate swaps that are accounted for as cash flow hedges, changes in fair value are included in other comprehensive income and reclassified into net income in the same period or periods during which the hedged forecasted transaction affects net income. As of September 30, 2020, the Company does not have any active interest rate swaps which qualify as cash flow hedges for accounting purposes.
The following table reflects the Company’s derivative positions as of December 31, 2019 for interest rate swaps which qualify as cash flow hedges for accounting purposes.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
|
|
|
|
Weighted Average Rate
|
|
|
|
Notional
Amount
|
|
Weighted Average
Maturity
|
|
Current
Rate Paid
|
|
Receive Fixed
Swap Rate
|
|
Fair Value (1)
|
|
(In Thousands)
|
|
(In Years)
|
|
|
|
|
|
(In Thousands)
|
Interest rate swaps on loans
|
2,120,000
|
|
|
2.16
|
|
1.74
|
%
|
|
2.11
|
%
|
|
(321)
|
|
Total
|
$
|
2,120,000
|
|
|
|
|
|
|
|
|
$
|
(321)
|
|
(1)Fair value included net accrued interest receivable of $0.4 million at December 31, 2019.
Central banks around the world, including the Federal Reserve, have commissioned working groups of market participants and official sector representatives with the goal of finding suitable replacements for the London Interbank Offered Rate (“LIBOR”) based on observable market transactions because of the probable phase-out of LIBOR. It is expected that a transition away from the widespread use of LIBOR to alternative rates will occur over the course of the next few years. Although the full impact of a transition, including the potential or actual discontinuance of LIBOR publication, remains unclear, this change may have an adverse impact on the value of, return on and trading markets for a broad array of financial products, including any LIBOR-based securities, loans and derivatives that are included in the Company’s financial assets and liabilities. A transition away from LIBOR may also require extensive changes to the contracts that govern these LIBOR-based products, as well as the Company’s systems and processes.
The Company expects approximately $32.8 million to be reclassified into interest income from other comprehensive income related to the Company’s terminated cash flow hedges in the next 12 months as of September 30, 2020. This reclassification is due to the amortization of realized but unrecognized gains from the termination of interest rate swaps. At September 30, 2020, the remaining unamortized gain on terminated cash flow hedges is $50.0 million.
As of September 30, 2020 and December 31, 2019, the Company’s exposure to the Chicago Mercantile Exchange ("CME") and the fair value of interest rate swap derivatives which qualify as cash flow hedges that contain credit-risk related contingent features that are in a net liability position, which includes accrued interest but excludes any adjustment for nonperformance risk, was $0 and $0.3 million, respectively. In addition, at September 30, 2020 and December 31, 2019, the Company had posted initial-margin collateral in the form of cash and a U.S. Treasury note to CME for these derivatives amounting to $0 and $22.8 million, respectively. The cash and U.S. Treasury note were considered restricted assets and were included in cash and due from banks and in available for sale securities, respectively.
Customer-Related Positions
Interest rate swaps offered to commercial customers do not qualify as hedges for accounting purposes. These swaps allow the Company to retain variable rate commercial loans while allowing the commercial customer to synthetically fix the loan rate by entering into a variable-to-fixed rate interest rate swap. The Company believes that its exposure to commercial customer derivatives is limited to nonperformance by either the customer or the dealer because these contracts are simultaneously matched at inception with an offsetting dealer transaction.
Risk participation agreements are entered into as financial guarantees of performance on interest rate swap derivatives. The purchased (asset) or sold (liability) guarantee allow the Company to participate-out (fee paid) or participate-in (fee received) the risk associated with certain derivative positions executed with the borrower by the lead bank in a customer-related interest rate swap derivative.
Foreign exchange contracts consist of those offered to commercial customers and those entered into to hedge the Company’s foreign currency risk associated with a foreign-currency loan. Neither qualifies as a hedge for accounting purposes. These commercial customer derivatives are offset with matching derivatives with correspondent-bank counterparties in order to minimize foreign exchange rate risk to the Company. Exposure with respect to these derivatives is largely limited to nonperformance by either the customer or the other counterparty. Neither the Company nor the correspondent-bank counterparty are required to post collateral but each has established foreign-currency transaction limits to manage the exposure risk. The Company requires its customers to post collateral to minimize risk exposure.
The following tables present the Company’s customer-related derivative positions as of the dates indicated below or those derivatives not designated as hedging.
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2020
|
|
Number of Positions
|
|
Total Notional
|
|
(Dollars in Thousands)
|
Interest rate swaps
|
603
|
|
$
|
3,778,946
|
|
Risk participation agreements
|
78
|
|
293,271
|
|
Foreign exchange contracts:
|
|
|
|
Matched commercial customer book
|
58
|
|
7,798
|
|
Foreign currency loan
|
28
|
|
8,883
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
Number of Positions
|
|
Total Notional
|
|
(Dollars in Thousands)
|
Interest rate swaps
|
603
|
|
|
$
|
3,749,474
|
|
Risk participation agreements
|
67
|
|
|
299,576
|
|
Foreign exchange contracts:
|
|
|
|
Matched commercial customer book
|
62
|
|
|
29,990
|
|
Foreign currency loan
|
23
|
|
|
7,310
|
|
The level of interest rate swaps, risk participation agreements and foreign currency exchange contracts at the end of each period noted above was commensurate with the activity throughout those periods.
The table below presents the fair value of the Company’s derivative financial instruments, as well as their classification on the balance sheet for the periods indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset Derivatives
|
|
Liability Derivatives
|
|
Balance
Sheet
Location
|
|
Fair Value at September 30,
2020
|
|
Fair Value at December 31,
2019
|
|
Balance Sheet
Location
|
|
Fair Value at September 30,
2020
|
|
Fair Value at December 31,
2019
|
|
(Dollars in Thousands)
|
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps
|
Other assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Other liabilities
|
|
$
|
—
|
|
|
$
|
321
|
|
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
Customer-related positions:
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps
|
Other assets
|
|
$
|
161,841
|
|
|
$
|
64,463
|
|
|
Other liabilities
|
|
$
|
48,174
|
|
|
$
|
18,057
|
|
Risk participation agreements
|
Other assets
|
|
888
|
|
|
482
|
|
|
Other liabilities
|
|
1,382
|
|
|
606
|
|
Foreign currency exchange contracts - matched customer book
|
Other assets
|
|
183
|
|
|
469
|
|
|
Other liabilities
|
|
159
|
|
|
428
|
|
Foreign currency exchange contracts - foreign currency loan
|
Other assets
|
|
35
|
|
|
—
|
|
|
Other liabilities
|
|
59
|
|
|
203
|
|
|
|
|
$
|
162,947
|
|
|
$
|
65,414
|
|
|
|
|
$
|
49,774
|
|
|
$
|
19,294
|
|
Total
|
|
|
$
|
162,947
|
|
|
$
|
65,414
|
|
|
|
|
$
|
49,774
|
|
|
$
|
19,615
|
|
The table below presents the net effect of the Company’s derivative financial instruments on the consolidated income statements as well as the effect of the Company’s derivative financial instruments included in other comprehensive income ("OCI") as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
|
|
|
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
|
|
|
|
(Dollars in Thousands)
|
|
|
|
|
Derivatives designated as hedges:
|
|
|
|
|
|
|
|
|
|
|
|
Gain in OCI on derivatives
|
$
|
(142)
|
|
|
$
|
3,928
|
|
|
$
|
46,869
|
|
|
$
|
25,842
|
|
|
|
|
|
Gain reclassified from OCI into interest income (effective portion)
|
$
|
8,405
|
|
|
$
|
429
|
|
|
$
|
18,651
|
|
|
$
|
953
|
|
|
|
|
|
Gain recognized in income on derivatives (ineffective portion and amount excluded from effectiveness test)
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
Other income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
Total
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
Derivatives not designated as hedges:
|
|
|
|
|
|
|
|
|
|
|
|
Customer-related positions:
|
|
|
|
|
|
|
|
|
|
|
|
Gain (loss) recognized in interest rate swap income
|
$
|
904
|
|
|
$
|
(1,712)
|
|
|
$
|
(6,063)
|
|
|
$
|
(5,068)
|
|
|
|
|
|
Gain (loss) recognized in interest rate swap income for risk participation agreements
|
11
|
|
|
(68)
|
|
|
(370)
|
|
|
(166)
|
|
|
|
|
|
Gain (loss) recognized in other income for foreign currency exchange contracts:
|
|
|
|
|
|
|
|
|
|
|
|
Matched commercial customer book
|
(86)
|
|
|
22
|
|
|
(17)
|
|
|
(18)
|
|
|
|
|
|
Foreign currency loan
|
149
|
|
|
38
|
|
|
179
|
|
|
14
|
|
|
|
|
|
Total (loss) for derivatives not designated as hedges
|
$
|
978
|
|
|
$
|
(1,720)
|
|
|
$
|
(6,271)
|
|
|
$
|
(5,238)
|
|
|
|
|
|
The Company has agreements with its customer-related interest rate swap derivative counterparties that contain a provision whereby if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations.
The Company also has agreements with certain of its customer-related interest rate swap derivative correspondent-bank counterparties that contain a provision whereby if the Company fails to maintain its status as a well-capitalized institution, then the counterparty could terminate the derivative positions and the Company would be required to settle its obligations under the agreements.
The Company’s exposure related to its customer-related interest rate swap derivative consists of exposure on cleared derivative transactions and exposure on non-cleared derivative transactions.
Cleared derivative transactions are with CME and exposure is settled to market daily, with additional credit exposure related to initial-margin collateral pledged to CME at trade execution. At September 30, 2020 and December 31, 2019, the Company’s exposure to CME for settled variation margin in excess of the customer-related interest rate swap termination values was less than $0.1 million, and $1.5 million, respectively. In addition, at September 30, 2020 and December 31, 2019, the Company had posted initial-margin collateral in the form of a U.S. Treasury note amounting to $60.7 million and $27.6 million, respectively, to CME for these derivatives. The cash and U.S. Treasury note were considered restricted assets and were included in cash and due from banks and in available for sale securities, respectively.
At September 30, 2020 and December 31, 2019 the fair value of non-cleared customer-related interest rate swap derivatives that contain credit-risk related contingent features that are in a net liability position, which includes accrued interest but excludes any adjustment for nonperformance risk, related to these agreements was $48.2 million and $14.6 million, respectively. The Company has minimum collateral posting thresholds with its non-cleared customer-related interest rate swap derivative correspondent-bank counterparties to the extent that the Company has a liability position with the correspondent-bank counterparties. At September 30, 2020 and December 31, 2019, the Company had posted collateral in the form of cash amounting to $52.5 million and $22.2 million, respectively, which was considered to be a restricted asset and was included in other short-term investments. If the Company had breached any of these provisions at September 30, 2020 or December 31, 2019, it would have been required to settle its obligations under the agreements at the termination value. In addition, the
Company had cross-default provisions with its commercial customer loan agreements which provide cross-collateralization with the customer loan collateral.
12. Balance Sheet Offsetting
Certain financial instruments, including derivatives, may be eligible for offset in the consolidated balance sheets and/or subject to master netting arrangements or similar agreements. The Company’s derivative transactions with upstream financial institution counterparties are generally executed under International Swaps and Derivative Association master agreements which include “right of set-off” provisions. In such cases there is generally a legally enforceable right to offset recognized amounts. However, the Company does not offset fair value amounts recognized for derivative instruments. The Company nets the amount recognized for the right to reclaim cash collateral against the obligation to return cash collateral arising from derivative instruments executed with the same counterparty under a master netting arrangement. Collateral legally required to be maintained at dealer banks by the Company is monitored and adjusted as necessary. As of September 30, 2020 and December 31, 2019, it was determined that no additional collateral would have to be posted to immediately settle these instruments.
The following tables present the Company’s asset and liability positions that were eligible for offset and the potential effect of netting arrangements on its financial position, as of the dates indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
Amounts
Recognized
|
|
Gross
Amounts
Offset in the
Statement of
Financial
Position
|
|
Net
Amounts
Presented in
the Statement
of Financial
Position
|
|
Gross Amounts Not Offset
in the Statement of
Financial Position
|
|
Net
Amount
|
Description
|
|
|
|
Financial
Instruments
|
|
Collateral
Pledged
(Received)
|
|
|
(In Thousands)
|
|
As of September 30, 2020
|
Derivative Assets
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Customer-related positions:
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps
|
161,841
|
|
|
—
|
|
|
161,841
|
|
|
14
|
|
|
—
|
|
|
161,827
|
|
Risk participation agreements
|
888
|
|
|
—
|
|
|
888
|
|
|
—
|
|
|
—
|
|
|
888
|
|
Foreign currency exchange contracts - matched customer book
|
183
|
|
|
—
|
|
|
183
|
|
|
—
|
|
|
(20)
|
|
|
163
|
|
Foreign currency exchange contracts - foreign currency loan
|
35
|
|
|
—
|
|
|
35
|
|
|
—
|
|
|
—
|
|
|
35
|
|
|
$
|
162,947
|
|
|
$
|
—
|
|
|
$
|
162,947
|
|
|
$
|
14
|
|
|
$
|
(20)
|
|
|
$
|
162,913
|
|
Derivative Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Customer-related positions:
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps
|
48,174
|
|
|
—
|
|
|
48,174
|
|
|
14
|
|
|
48,160
|
|
|
—
|
|
Risk participation agreements
|
1,382
|
|
|
—
|
|
|
1,382
|
|
|
—
|
|
|
—
|
|
|
1,382
|
|
Foreign currency exchange contracts - matched customer book
|
159
|
|
|
—
|
|
|
159
|
|
|
—
|
|
|
(10)
|
|
|
169
|
|
Foreign currency exchange contracts - foreign currency loan
|
59
|
|
|
—
|
|
|
59
|
|
|
—
|
|
|
—
|
|
|
59
|
|
|
$
|
49,774
|
|
|
$
|
—
|
|
|
$
|
49,774
|
|
|
$
|
14
|
|
|
$
|
48,150
|
|
|
$
|
1,610
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
Amounts
Recognized
|
|
Gross
Amounts
Offset in the
Statement of
Financial
Position
|
|
Net
Amounts
Presented in
the Statement
of Financial
Position
|
|
Gross Amounts Not Offset
in the Statement of
Financial Position
|
|
Net
Amount
|
Description
|
|
|
|
Financial
Instruments
|
|
Collateral
Pledged
(Received)
|
|
|
(In Thousands)
|
|
As of December 31, 2019
|
Derivative Assets
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Customer-related positions:
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps
|
64,463
|
|
|
—
|
|
|
64,463
|
|
|
1,434
|
|
|
—
|
|
|
63,029
|
|
Risk participation agreements
|
482
|
|
|
—
|
|
|
482
|
|
|
—
|
|
|
—
|
|
|
482
|
|
Foreign currency exchange contracts - matched customer book
|
469
|
|
|
—
|
|
|
469
|
|
|
7
|
|
|
(462)
|
|
|
—
|
|
|
$
|
65,414
|
|
|
$
|
—
|
|
|
$
|
65,414
|
|
|
$
|
1,441
|
|
|
$
|
(462)
|
|
|
$
|
63,511
|
|
Derivative Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps
|
$
|
321
|
|
|
$
|
—
|
|
|
$
|
321
|
|
|
$
|
321
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Customer-related positions:
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps
|
18,057
|
|
|
—
|
|
|
18,057
|
|
|
1,434
|
|
|
16,623
|
|
|
—
|
|
Risk participation agreements
|
606
|
|
|
—
|
|
|
606
|
|
|
—
|
|
|
—
|
|
|
606
|
|
Foreign currency exchange contracts - matched customer book
|
428
|
|
|
—
|
|
|
428
|
|
|
7
|
|
|
—
|
|
|
421
|
|
Foreign currency exchange contracts - foreign currency loan
|
203
|
|
|
—
|
|
|
203
|
|
|
—
|
|
|
—
|
|
|
203
|
|
|
$
|
19,615
|
|
|
$
|
—
|
|
|
$
|
19,615
|
|
|
$
|
1,762
|
|
|
$
|
16,623
|
|
|
$
|
1,230
|
|
13. Fair Value of Assets and Liabilities
The Company uses fair value measurements to record adjustments to certain assets and liabilities and to determine fair value disclosures. The fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument.
Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that the Company believes market participants would use in pricing the asset or liability at the measurement date. The Company uses prices and inputs that are current as of the measurement date, including during periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many instruments. This condition could cause an instrument to be reclassified from Level 1 to Level 2 or from Level 2 to Level 3.
Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument. Because no active market exists for a portion of the Company’s financial instruments, fair value estimates are based on judgements regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgement, and therefore cannot be determined with precision. Changes in assumptions could significantly affect these estimates.
The following methods and assumptions were used by the Company in estimating fair value disclosures:
Cash and Cash Equivalents
For these financial instruments, which have original maturities of 90 days or less, their carrying amounts reported in the consolidated balance sheets approximate fair value.
Trading Securities
Trading securities consisted of fixed income municipal securities and were recorded at fair value. All fixed income securities were categorized as Level 2 as the valuations were estimated by a third-party pricing vendor using a valuation matrix with inputs including observable bond interest rate tables, recent transactions, and yield relationships.
Available for Sale Securities
Available for sale securities recorded at fair value consisted of U.S. Treasury securities, U.S. government-sponsored residential and commercial mortgage-backed securities, U.S. Agency bonds, state and municipal bonds, and a qualified zone academy bond.
The Company’s U.S. Treasury securities are traded on active markets and therefore these securities were classified as Level 1.
The fair value of U.S. government-sponsored residential and commercial mortgage-backed securities, and U.S. Agency bonds, were estimated using either a matrix or benchmarks. The inputs used include benchmark yields, reported trades, broker/dealer quotes, and issuer spreads. These securities were categorized as Level 2.
State and municipal bonds were classified as Level 2 for the same reasons described for the trading municipal securities.
The valuation technique for the qualified zone academy bond was a discounted cash flow methodology using market discount rates. The assumptions used included at least one significant model assumption or input that was unobservable, and therefore, this security was classified as Level 3.
Fair value was based on the value of one unit without regard to any premium or discount that may result from concentrations of ownership of a financial instrument, possible tax ramifications, or estimated transaction costs. The estimated fair value of the Company’s securities available for sale, by type, is disclosed in Note 3.
Loans Held for Sale
Fair value of loans held for sale, whose carrying amounts approximate fair value, was estimated using the anticipated market price based upon pricing indications provided by investor banks.
Loans
The fair value of commercial construction, commercial and industrial lines of credit, and certain other consumer loans was estimated by discounting the contractual cash flows using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality.
For commercial, commercial real estate, residential real estate, automobile, and consumer home equity loans, fair value was estimated by discounting contractual cash flows adjusted for prepayment estimates using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality.
The fair value of PPP loans, which are fully guaranteed by the SBA, approximates the carrying amount.
Loans that are deemed to be impaired were recorded at the fair value of the underlying collateral, if the loan is collateral-dependent, or at a carrying value based upon expected cash flows discounted using the loan’s effective interest rate.
FHLB Stock
The fair value of FHLB stock approximates the carrying amount based on the redemption provisions of the FHLB.
Rabbi Trust Investments
Rabbi trust investments consisted primarily of cash and cash equivalents, U.S. government agency obligations, equity securities, mutual funds and other exchange-traded funds, and were recorded at fair value and included in other assets. The purpose of these rabbi trust investments is to fund certain executive non-qualified retirement benefits and deferred compensation.
The fair value of other U.S. government agency obligations was estimated using either a matrix or benchmarks. The inputs used include benchmark yields, reported trades, broker/dealer quotes, and issuer spreads. These securities were categorized as Level 2. The equity securities and other exchange-traded funds were valued based on quoted prices from the market. The equities, mutual funds and exchange-traded funds traded in an active market were categorized as Level 1. Mutual funds at net asset value amounted to $48.8 million at September 30, 2020 and $16.2 million at December 31, 2019. There were no redemption restrictions on these mutual funds at the end of any period presented.
Bank-Owned Life Insurance
The fair value of bank-owned life insurance was based upon quotations received from bank-owned life insurance dealers.
Deposits
The fair value of deposits with no stated maturity, such as noninterest-bearing demand deposits, savings and interest checking accounts, and money market accounts, was equal to their carrying amount. The fair value of time deposits was based on the discounted value of contractual cash flows using current market interest rates.
The fair value estimates of deposits do not include the benefit that results from the low-cost funding provided by the deposit liabilities compared to the cost of borrowing funds in the wholesale market (core deposit intangibles).
Other Borrowed Funds
For other borrowed funds that mature in 90 days or less, the carrying amount reported in the consolidated balance sheets approximates fair value. For borrowed funds that mature in more than 90 days, the fair value was based on the discounted value of the contractual cash flows applying interest rates currently being offered in the market.
FHLB Advances
The fair value of FHLB advances was based on the discounted value of contractual cash flows. The discount rates used are representative of approximate rates currently offered on instruments with similar remaining maturities.
Escrow Deposits of Borrowers
The fair value of escrow deposits of borrowers, which have no stated maturity, approximates the carrying amount.
Interest Rate Swaps
The fair value of interest rate swaps was determined using discounted cash flow analysis on the expected cash flows of the interest rate swaps. This analysis reflects the contractual terms of the interest rate swaps, including the period of maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. In addition, for customer-related interest rate swaps, the analysis reflects a credit valuation adjustment to reflect the Company’s own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. The majority of inputs used to value its interest rate swaps fall within Level 2 of the fair value hierarchy, but the credit valuation adjustments associated with the interest rate swaps utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties. However, at September 30, 2020 and December 31, 2019, the impact of the Level 3 inputs on the overall valuation of the interest rate swaps was deemed insignificant to the overall valuation. As a result, the interest rate swaps were categorized as Level 2 within the fair value hierarchy.
Risk Participations
The fair value of risk participations was determined based upon the total expected exposure of the derivative which considers the present value of cash flows discounted using market-based inputs and was categorized as Level 2 within the fair value hierarchy. The fair value also included a credit valuation adjustment which evaluates the credit risk of its counterparties by considering factors such as the likelihood of default by the counterparties, its net exposures, the remaining contractual life, as well as the amount of collateral securing the position. The change in value of derivative assets and liabilities attributable to credit risk was not significant during the reported periods.
Foreign Currency Forward Contracts
The fair values of foreign currency forward contracts were based upon the remaining expiration period of the contracts and bid quotations received from foreign exchange contract dealers and were categorized as Level 2 within the fair value hierarchy.
The carrying amounts and estimated fair values of the Company’s financial instruments as of September 30, 2020 and December 31, 2019 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30, 2020
|
|
As of December 31, 2019
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
|
(In Thousands)
|
Assets
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
$
|
2,328,084
|
|
|
$
|
2,328,084
|
|
|
$
|
362,602
|
|
|
$
|
362,602
|
|
Trading securities
|
—
|
|
|
—
|
|
|
961
|
|
|
961
|
|
Securities available for sale
|
2,207,672
|
|
|
2,207,672
|
|
|
1,508,236
|
|
|
1,508,236
|
|
Loans held for sale
|
4,649
|
|
|
4,649
|
|
|
26
|
|
|
26
|
|
Loans, net of allowance for loan losses
|
9,796,062
|
|
|
10,113,381
|
|
|
8,889,184
|
|
|
9,116,018
|
|
Accrued interest receivable
|
34,525
|
|
|
34,525
|
|
|
26,835
|
|
|
26,835
|
|
FHLB stock
|
8,805
|
|
|
8,805
|
|
|
9,027
|
|
|
9,027
|
|
Rabbi trust investments
|
83,663
|
|
|
83,663
|
|
|
78,012
|
|
|
78,012
|
|
Bank-owned life insurance
|
78,058
|
|
|
78,058
|
|
|
77,546
|
|
|
77,546
|
|
Interest rate swap contracts
|
|
|
|
|
|
|
|
Customer-related positions
|
161,841
|
|
|
161,841
|
|
|
64,463
|
|
|
64,463
|
|
Risk participation agreements
|
888
|
|
|
888
|
|
|
482
|
|
|
482
|
|
Foreign currency forward contracts
|
|
|
|
|
|
|
|
Matched customer book
|
183
|
|
|
183
|
|
|
469
|
|
|
469
|
|
Foreign currency loan
|
35
|
|
|
35
|
|
|
—
|
|
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
Deposits
|
$
|
13,332,585
|
|
|
$
|
13,332,754
|
|
|
$
|
9,551,392
|
|
|
$
|
9,548,889
|
|
Other borrowed funds
|
—
|
|
|
—
|
|
|
201,082
|
|
|
201,082
|
|
FHLB advances
|
14,773
|
|
|
14,633
|
|
|
18,964
|
|
|
18,188
|
|
Escrow deposits of borrowers
|
14,664
|
|
|
14,664
|
|
|
15,349
|
|
|
15,349
|
|
Accrued interest payable
|
128
|
|
|
128
|
|
|
1,712
|
|
|
1,712
|
|
Interest rate swap contracts
|
|
|
|
|
|
|
|
Cash flow hedges - interest rate positions
|
—
|
|
|
—
|
|
|
321
|
|
|
321
|
|
Customer-related positions
|
48,174
|
|
|
48,174
|
|
|
18,057
|
|
|
18,057
|
|
Risk participation agreements
|
1,382
|
|
|
1,382
|
|
|
606
|
|
|
606
|
|
Foreign currency forward contracts
|
|
|
|
|
|
|
|
Matched customer book
|
159
|
|
|
159
|
|
|
428
|
|
|
428
|
|
Foreign currency loan
|
59
|
|
|
59
|
|
|
203
|
|
|
203
|
|
The following tables present the balances of assets and liabilities measured at fair value on a recurring basis as of September 30, 2020 and December 31, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
Description
|
Balance as of September 30, 2020
|
|
Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
|
|
Significant
Other
Observable
Inputs (Level 2)
|
|
Significant
Unobservable
Inputs (Level 3)
|
|
|
|
|
|
(Dollars in thousands)
|
Assets
|
|
|
|
|
|
|
|
Securities available for sale
|
|
|
|
|
|
|
|
Government-sponsored residential mortgage-backed securities
|
$
|
1,538,994
|
|
|
$
|
—
|
|
|
$
|
1,538,994
|
|
|
$
|
—
|
|
Government-sponsored commercial mortgage-backed securities
|
17,096
|
|
|
—
|
|
|
17,096
|
|
|
—
|
|
U.S. Agency bonds
|
293,173
|
|
|
—
|
|
|
293,173
|
|
|
—
|
|
U.S. Treasury securities
|
70,673
|
|
|
70,673
|
|
|
—
|
|
|
—
|
|
State and municipal bonds and obligations
|
281,469
|
|
|
—
|
|
|
281,469
|
|
|
—
|
|
Qualified zone academy bond
|
6,267
|
|
|
—
|
|
|
—
|
|
|
6,267
|
|
Rabbi trust investments
|
83,663
|
|
|
75,716
|
|
|
7,947
|
|
|
—
|
|
Interest rate swap contracts
|
|
|
|
|
|
|
|
Customer-related positions
|
161,841
|
|
|
—
|
|
|
161,841
|
|
|
—
|
|
Risk participation agreements
|
888
|
|
|
—
|
|
|
888
|
|
|
—
|
|
Foreign currency forward contracts
|
|
|
|
|
|
|
|
Matched customer book
|
183
|
|
|
—
|
|
|
183
|
|
|
—
|
|
Foreign currency loan
|
35
|
|
|
—
|
|
|
35
|
|
|
—
|
|
Total
|
$
|
2,454,282
|
|
|
$
|
146,389
|
|
|
$
|
2,301,626
|
|
|
$
|
6,267
|
|
Liabilities
|
|
|
|
|
|
|
|
Interest rate swap contracts
|
|
|
|
|
|
|
|
Cash flow hedges - interest rate positions
|
$
|
—
|
|
|
—
|
|
$
|
—
|
|
|
—
|
Customer-related positions
|
48,174
|
|
|
—
|
|
48,174
|
|
|
—
|
Risk participation agreements
|
1,382
|
|
|
—
|
|
1,382
|
|
|
—
|
Foreign currency forward contracts
|
|
|
|
|
|
|
|
Matched customer book
|
159
|
|
|
—
|
|
159
|
|
|
—
|
Foreign currency loan
|
59
|
|
|
—
|
|
59
|
|
|
—
|
Total
|
$
|
49,774
|
|
|
$
|
—
|
|
|
$
|
49,774
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
Description
|
Balance as of December 31, 2019
|
|
Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
|
|
Significant
Other
Observable
Inputs (Level 2)
|
|
Significant
Unobservable
Inputs (Level 3)
|
|
(In thousands)
|
Assets
|
|
|
|
|
|
|
|
Trading securities
|
|
|
|
|
|
|
|
Municipal bonds
|
$
|
961
|
|
|
$
|
—
|
|
|
$
|
961
|
|
|
$
|
—
|
|
Securities available for sale
|
|
|
|
|
|
|
|
Government-sponsored residential mortgage-backed securities
|
1,167,968
|
|
|
—
|
|
|
1,167,968
|
|
|
—
|
|
U.S. Treasury securities
|
50,420
|
|
|
50,420
|
|
|
—
|
|
|
|
State and municipal bonds and obligations
|
283,538
|
|
|
—
|
|
|
283,538
|
|
|
—
|
|
Qualified zone academy bond
|
6,310
|
|
|
—
|
|
|
—
|
|
|
6,310
|
|
Rabbi trust investments
|
78,012
|
|
|
63,945
|
|
|
14,067
|
|
|
—
|
|
Interest rate swap contracts
|
|
|
|
|
|
|
|
Customer-related positions
|
64,463
|
|
|
—
|
|
|
64,463
|
|
|
—
|
|
Risk participation agreements
|
482
|
|
|
—
|
|
|
482
|
|
|
—
|
|
Foreign currency forward contracts
|
|
|
|
|
|
|
|
Matched customer book
|
469
|
|
|
—
|
|
|
469
|
|
|
—
|
|
Total
|
$
|
1,652,623
|
|
|
$
|
114,365
|
|
|
$
|
1,531,948
|
|
|
$
|
6,310
|
|
Liabilities
|
|
|
|
|
|
|
|
Interest rate swap contracts
|
|
|
|
|
|
|
|
Cash flow hedges - interest rate positions
|
$
|
321
|
|
|
$
|
—
|
|
|
$
|
321
|
|
|
$
|
—
|
|
Customer-related positions
|
18,057
|
|
|
—
|
|
|
18,057
|
|
|
—
|
|
Risk participation agreements
|
606
|
|
|
—
|
|
|
606
|
|
|
—
|
|
Foreign currency forward contracts
|
|
|
|
|
|
|
|
Matched customer book
|
428
|
|
|
—
|
|
|
428
|
|
|
—
|
|
Foreign currency loan
|
203
|
|
|
—
|
|
|
203
|
|
|
—
|
|
Total
|
$
|
19,615
|
|
|
$
|
—
|
|
|
$
|
19,615
|
|
|
$
|
—
|
|
There were no transfers to or from Level 1, 2 and 3 during the nine months ended September 30, 2020 and year ended December 31, 2019.
For the fair value measurements which are classified as Level 3 within the fair value hierarchy, the Company’s Treasury and Finance groups determine the valuation policies and procedures. For the valuation of the qualified zone academy bond, the Company uses third-party valuation information. Management determined that no changes to the quantitative unobservable inputs were necessary. Management employs various techniques to analyze the valuation it receives from third parties, such as analyzing changes in market yields. Management reviews changes in fair value from period to period to ensure that values received from the third parties are consistent with their expectation of the market.
The table below presents a reconciliation for all assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three and nine months ended September 30, 2020 and 2019:
|
|
|
|
|
|
|
Securities
Available for Sale
|
|
(Dollars In Thousands)
|
Balance at January 1, 2019
|
$
|
6,045
|
|
Gains and losses (realized/unrealized):
|
|
Included in net income
|
82
|
|
Balance at September 30, 2019
|
$
|
6,127
|
|
|
|
Balance at January 1, 2020
|
$
|
6,310
|
|
Gains and losses (realized/unrealized):
|
|
Included in net income
|
82
|
|
Included in other comprehensive income
|
(125)
|
|
Balance at September 30, 2020
|
$
|
6,267
|
|
|
|
Balance at July 1, 2019
|
$
|
6,100
|
|
Gains and losses (realized/unrealized):
|
|
Included in net income
|
27
|
|
Balance at September 30, 2019
|
$
|
6,127
|
|
|
|
Balance at July 1, 2020
|
$
|
6,279
|
|
Gains and losses (realized/unrealized):
|
|
Included in net income
|
27
|
|
Included in other comprehensive income
|
(39)
|
|
Balance at September 30, 2020
|
$
|
6,267
|
|
The Company may also be required, from time to time, to measure certain other assets on a nonrecurring basis in accordance with generally accepted accounting principles. The following tables summarize the fair value of assets and liabilities measured at fair value on a nonrecurring basis, as of September 30, 2020 and December 31, 2019.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
Description
|
Balance as of September 30, 2020
|
|
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs (Level 2)
|
|
Significant
Unobservable
Inputs (Level 3)
|
|
(Dollars in thousands)
|
Assets
|
|
|
|
|
|
|
|
Other real estate owned
|
$
|
40
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
40
|
|
Collateral-dependent impaired loans whose fair value is based upon appraisals
|
9,953
|
|
|
—
|
|
|
—
|
|
|
9,953
|
|
Total
|
$
|
9,993
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,993
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
Description
|
Balance as of December 31, 2019
|
|
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs (Level 2)
|
|
Significant
Unobservable
Inputs (Level 3)
|
|
(Dollars in thousands)
|
Assets
|
|
|
|
|
|
|
|
Collateral-dependent impaired loans whose fair value is based upon appraisals
|
$
|
4,261
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
4,261
|
|
For the valuation of the other real estate owned and collateral-dependent impaired loans, the Company relies primarily on third-party valuation information from certified appraisers and values are generally based upon recent appraisals of the underlying collateral, brokers’ opinions based upon recent sales of comparable properties, estimated equipment auction or liquidation values, income capitalization, or a combination of income capitalization and comparable sales. Depending on the type of underlying collateral, valuations may be adjusted by management for qualitative factors such as economic factors and estimated liquidation expenses. The range of these possible adjustments may vary.
Impaired loans in which a reserve was established based upon expected cash flows discounted at the loan’s effective interest rate are not deemed to be measured at fair value.
14. Revenue from Contracts with Customers
The Company adopted the new revenue recognition standard under ASC 606 on January 1, 2019 using the modified retrospective approach. Revenue recognition remained substantially unchanged following adoption of ASC 606 and, therefore, there were no material changes to the Company’s consolidated financial statements at or for the year ended December 31, 2019, as a result of adopting the new guidance.
The Company derives a portion of its noninterest income from contracts with customers, as such, revenue from such arrangements is recognized when control of goods or services is transferred to the customer, in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company considers the terms of the contract and all relevant facts and circumstances when applying this guidance. The Company measures revenue and timing of recognition by applying the following five steps:
1.Identify the contract(s) with the customers
2.Identify the performance obligations
3.Determine the transaction price
4.Allocate the transaction price to the performance obligations
5.Recognize revenue when (or as) the entity satisfies a performance obligation
The Company accounts for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable.
Performance obligations
The Company’s performance obligations are generally satisfied either at a point in time or over time, as services are rendered. Unsatisfied performance obligations at the report date are not material to the Company’s consolidated financial statements.
The Company has disaggregated its revenue within the scope of ASC 606 by type of service, as presented in the table below. These categories reflect how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
(Dollars In Thousands)
|
Insurance commissions
|
$
|
21,884
|
|
|
$
|
21,522
|
|
|
$
|
72,058
|
|
|
$
|
70,419
|
|
Service charges on deposit accounts
|
5,052
|
|
|
7,015
|
|
|
15,514
|
|
|
20,190
|
|
Trust and investment advisory fees
|
5,311
|
|
|
4,987
|
|
|
15,600
|
|
|
14,595
|
|
Debit card processing fees
|
2,721
|
|
|
2,738
|
|
|
7,528
|
|
|
7,786
|
|
Other non-interest income
|
1,689
|
|
|
2,265
|
|
|
5,226
|
|
|
6,185
|
|
Total noninterest income in-scope of ASC 606
|
36,657
|
|
|
38,527
|
|
|
115,926
|
|
|
119,175
|
|
Total noninterest income out-of-scope of ASC 606
|
11,052
|
|
|
3,063
|
|
|
12,809
|
|
|
15,847
|
|
Total noninterest income
|
$
|
47,709
|
|
|
$
|
41,590
|
|
|
$
|
128,735
|
|
|
$
|
135,022
|
|
Additional information related to each of the revenue streams is further noted below.
Insurance Commissions
The Company acts as an agent in offering property, casualty, and life and health insurance to both commercial and consumer customers though Eastern Insurance Group LLC. The Company earns a fixed commission on the sales of these products and services. The Company may also earn bonus commissions based upon meeting certain volume thresholds. In general, the Company recognizes commission revenues when earned based upon the effective date of the policy. For certain insurance products, the Company may also earn and recognize annual residual commissions commensurate with annual premiums being paid.
The Company also earns profit-sharing, or contingency revenues from the insurers with whom the Company places business. These profit-sharing revenues are performance bonuses from the insurers based upon certain performance metrics such as floors on written premiums, loss rates, and growth rates. Because the Company’s expectation of the ultimate profit-sharing revenue amounts to be earned can vary from period to period, the Company does not recognize this revenue until it has concluded that, based on all the facts and information available, it is probable that a significant revenue reversal will not occur in future periods.
Insurance commissions earned but not yet received amounted to $11.7 million as of September 30, 2020, and $3.9 million as of December 31, 2019, and were included in other assets.
Deposit Service Charges
The Company offers various deposit account products to its customers governed by specific deposit agreements applicable to either personal customers or business customers. These agreements identify the general conditions and obligations of both parties and include standard information regarding deposit account-related fees.
Deposit account services include providing access to deposit accounts as well as access to the various deposit transactional services of the Company. These transactional services are primarily those that are identified in the standard fee schedule, and include, but are not limited to, services such as overdraft protection, wire transfer, and check collection. The Company charges monthly fixed service fees associated with the customer having access to the deposit account as well as separate fixed fees associated with and at the time specific transactions are entered into by the customer. As such, the Company considers that its performance obligations are fulfilled when customers are provided deposit account access or when the requested deposit transaction is completed.
Cash Management
Cash management services are a subset of the deposit service charges revenue stream. These services include ACH transaction processing, positive pay, lockbox, and remote deposit services. These services are also governed by separate agreements entered into by the customer. The fee arrangement for these services is structured as a fixed fee per transaction which may be offset by earnings credits. An earnings credit is a discount that a customer receives based upon the investable balance in the applicable covered deposit account(s) for a given month. Earnings credits are only good for the given month. That is, if cash management fees for a given month are less than the month’s earnings credit, the remainder of the credit does not carry over to the following month. Cash management fees are recognized as revenue in the month that the services are
provided. Cash Management fees earned but not yet received amounted to $0.8 million as of both September 30, 2020 and December 31, 2019 and were included in other assets.
Debit Card Processing Fees
The Company provides debit cards to its customers which are authorized and settled through various card payment networks, and in exchange, the Company earns revenue as determined by each payment network’s interchange program. Regardless of the network that is utilized to authorize and settle the payment, the merchant that provides the product or service to the debit card holder is ultimately responsible for the interchange payment to the Company. Debit card processing fees are recognized as card transactions are settled within each network. Debit card processing fees earned but not yet received amounted to $0.3 million as of both September 30, 2020 and December 31, 2019 and were included in other assets.
Trust and Investment Advisory Fees
The Company offers investment management and trust services to individuals, institutions, small businesses and charitable institutions. Each investment management product is governed by its own contract along with a separate identifiable fee schedule unique to that product. The Company also offers additional services, such as estate settlement, financial planning, tax services, and other special services quoted at the customer’s request.
The asset management and/or custody fees are primarily based upon a percentage of the monthly valuation of the principal assets in the customer’s account. Customers are also charged a base fee which is prorated over a twelve-month period. Fees for additional or special services are generally fixed in nature and are charged as services are rendered. All revenue is recognized in correlation to the monthly management fee determinations or as transactional services are provided.
Other Noninterest Income
The Company earns various types of other noninterest income that fall within the scope of the new revenue recognition rules and have been aggregated into one general revenue stream in the table noted above. Noninterest income includes, but is not limited to, the following types of revenue with customers: safe deposit rent, ATM surcharge fees, customer checkbook fees and insured cash sweep fee income. Individually, these sources of noninterest income are immaterial.
15. Other Comprehensive Income
The following tables present a reconciliation of the changes in the components of other comprehensive income (loss) for the dates indicated including the amount of income tax (expense) benefit allocated to each component of other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, 2020
|
|
Nine Months Ended September 30, 2020
|
|
Pre Tax
Amount
|
|
Tax
(Expense)
Benefit
|
|
After Tax
Amount
|
|
Pre Tax
Amount
|
|
Tax
(Expense)
Benefit
|
|
After Tax
Amount
|
|
(Dollars In Thousands)
|
Unrealized gains (losses) on securities available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
Change in fair value of securities available for sale
|
$
|
(5,563)
|
|
|
$
|
1,242
|
|
|
$
|
(4,321)
|
|
|
$
|
28,750
|
|
|
$
|
(6,370)
|
|
|
$
|
22,380
|
|
Less: reclassification adjustment for gains included in net income
|
—
|
|
|
—
|
|
|
—
|
|
|
285
|
|
|
(63)
|
|
|
222
|
|
Net change in fair value of securities available for sale
|
(5,563)
|
|
|
1,242
|
|
|
(4,321)
|
|
|
28,465
|
|
|
(6,307)
|
|
|
22,158
|
|
Unrealized gains (losses) on cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
Change in fair value of cash flow hedges
|
(142)
|
|
|
40
|
|
|
(102)
|
|
|
46,869
|
|
|
(13,175)
|
|
|
33,694
|
|
Less: net cash flow hedge losses reclassified into interest income(1)
|
8,405
|
|
|
(2,363)
|
|
|
6,042
|
|
|
18,651
|
|
|
(5,243)
|
|
|
13,408
|
|
Net change in fair value of cash flow hedges
|
(8,547)
|
|
|
2,403
|
|
|
(6,144)
|
|
|
28,218
|
|
|
(7,932)
|
|
|
20,286
|
|
Defined benefit pension plans:
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of actuarial net loss
|
2,361
|
|
|
(664)
|
|
|
1,697
|
|
|
7,082
|
|
|
(1,990)
|
|
|
5,092
|
|
Amortization of prior service cost
|
7
|
|
|
(2)
|
|
|
5
|
|
|
19
|
|
|
(5)
|
|
|
14
|
|
Net change in other comprehensive income for defined benefit postretirement plans
|
2,368
|
|
|
(666)
|
|
|
1,702
|
|
|
7,101
|
|
|
(1,995)
|
|
|
5,106
|
|
Total other comprehensive income
|
$
|
(11,742)
|
|
|
$
|
2,979
|
|
|
$
|
(8,763)
|
|
|
$
|
63,784
|
|
|
$
|
(16,234)
|
|
|
$
|
47,550
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, 2019
|
|
Nine Months Ended September 30, 2019
|
|
Pre Tax
Amount
|
|
Tax
(Expense)
Benefit
|
|
After Tax
Amount
|
|
Pre Tax
Amount
|
|
Tax
(Expense)
Benefit
|
|
After Tax
Amount
|
|
(Dollars In Thousands)
|
Unrealized gains (losses) on securities available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
Change in fair value of securities available for sale
|
$
|
10,326
|
|
|
$
|
(2,270)
|
|
|
$
|
8,056
|
|
|
$
|
57,461
|
|
|
$
|
(12,724)
|
|
|
$
|
44,737
|
|
Less: reclassification adjustment for gains included in net income
|
—
|
|
|
—
|
|
|
—
|
|
|
2,016
|
|
|
(459)
|
|
|
1,557
|
|
Net change in fair value of securities available for sale
|
10,326
|
|
|
(2,270)
|
|
|
8,056
|
|
|
55,445
|
|
|
(12,265)
|
|
|
43,180
|
|
Unrealized gains (losses) on cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
Change in fair value of cash flow hedges
|
3,928
|
|
|
(1,104)
|
|
|
2,824
|
|
|
25,842
|
|
|
(7,264)
|
|
|
18,578
|
|
Less: net cash flow hedge losses reclassified into interest income
|
429
|
|
|
(121)
|
|
|
308
|
|
|
953
|
|
|
(268)
|
|
|
685
|
|
Net change in fair value of cash flow hedges
|
3,499
|
|
|
(983)
|
|
|
2,516
|
|
|
24,889
|
|
|
(6,996)
|
|
|
17,893
|
|
Total other comprehensive income
|
$
|
13,825
|
|
|
$
|
(3,253)
|
|
|
$
|
10,572
|
|
|
$
|
80,334
|
|
|
$
|
(19,261)
|
|
|
$
|
61,073
|
|
(1)Includes amortization of $5.1 million and $5.3 million for the three and nine months ended September 30, 2020, respectively, of the remaining balance of realized but unrecognized gains, net of tax, from the termination of interest rate
swaps. The total realized gain of $41.2 million, net of tax, will be recognized in earnings through January 2023. The balance of this gain had amortized to $35.9 million, net of tax, at September 30, 2020.
The following table illustrates the changes in the balances of each component of accumulated other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized
Gains and
(Losses) on
Available for
Sale Securities
|
|
Unrealized
Gains and
(Losses) on
Cash Flow
Hedges
|
|
Defined Benefit
Pension Plans
|
|
Total
|
|
(In Thousands)
|
Beginning Balance: January 1, 2020
|
$
|
21,798
|
|
|
$
|
15,624
|
|
|
$
|
81,269
|
|
|
$
|
(43,847)
|
|
Other comprehensive income (loss) before reclassifications
|
22,380
|
|
|
33,694
|
|
|
—
|
|
|
56,074
|
|
Less: Amounts reclassified from accumulated other comprehensive income
|
222
|
|
|
13,408
|
|
|
5,106
|
|
|
8,524
|
|
Net current-period other comprehensive income
|
22,158
|
|
|
20,286
|
|
|
(5,106)
|
|
|
47,550
|
|
Ending Balance: September 30, 2020
|
$
|
43,956
|
|
|
$
|
35,910
|
|
|
$
|
76,163
|
|
|
$
|
3,703
|
|
Beginning Balance: January 1, 2019
|
$
|
(19,360)
|
|
|
$
|
2,988
|
|
|
$
|
59,389
|
|
|
$
|
(75,761)
|
|
Other comprehensive income (loss) before reclassifications
|
44,737
|
|
|
18,578
|
|
|
—
|
|
|
63,315
|
|
Less: Amounts reclassified from accumulated other comprehensive income
|
1,557
|
|
|
685
|
|
|
—
|
|
|
2,242
|
|
Net current-period other comprehensive income
|
43,180
|
|
|
17,893
|
|
|
—
|
|
|
61,073
|
|
Ending Balance: September 30, 2019
|
$
|
23,820
|
|
|
$
|
20,881
|
|
|
$
|
59,389
|
|
|
$
|
(14,688)
|
|
16. Segment Reporting
The Company’s primary reportable segment is its banking business, which offers a range of commercial, retail, wealth management and banking services, and consists primarily of attracting deposits from the general public and investing those deposits, together with borrowings and funds generated from operations, to originate loans in a variety of sectors and to invest in securities. Revenue from the banking business consists primarily of interest earned on loans and investment securities. In addition to its banking business reportable segment, the Company has an insurance agency business reportable segment, which consists of insurance-related activities, acting as an independent agent in offering commercial, personal and employee benefits insurance products to individual and commercial clients. Revenue from the insurance agency business consists primarily of commissions on sales of insurance products and services.
Results of operations and selected financial information by segment and reconciliation to the consolidated financial statements as of and for the three months ended September 30, 2020 and 2019, and for the nine months ended September 30, 2020 and 2019, was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of and for the three months ended September 30,
|
|
2020
|
|
2019
|
|
Banking
Business
|
|
Insurance
Agency
Business
|
|
Other /
Eliminations
|
|
Total
|
|
Banking
Business
|
|
Insurance
Agency
Business
|
|
Other /
Eliminations
|
|
Total
|
|
(Dollars in thousands)
|
Net interest income
|
$
|
98,742
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
98,742
|
|
|
$
|
104,148
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
104,148
|
|
Provision for loan losses
|
700
|
|
|
—
|
|
|
—
|
|
|
700
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net interest income after provision for loan losses
|
98,042
|
|
|
—
|
|
|
—
|
|
|
98,042
|
|
|
104,148
|
|
|
—
|
|
|
—
|
|
|
104,148
|
|
Noninterest income
|
25,288
|
|
|
22,571
|
|
|
(150)
|
|
|
47,709
|
|
|
19,904
|
|
|
21,833
|
|
|
(147)
|
|
|
41,590
|
|
Noninterest expense
|
91,509
|
|
|
19,506
|
|
|
(1,198)
|
|
|
109,817
|
|
|
82,059
|
|
|
19,590
|
|
|
(983)
|
|
|
100,666
|
|
Income before provision for income taxes
|
31,821
|
|
|
3,065
|
|
|
1,048
|
|
|
35,934
|
|
|
41,993
|
|
|
2,243
|
|
|
836
|
|
|
45,072
|
|
Income tax provision
|
6,561
|
|
|
868
|
|
|
—
|
|
|
7,429
|
|
|
8,574
|
|
|
656
|
|
|
—
|
|
|
9,230
|
|
Net income
|
$
|
25,260
|
|
|
$
|
2,197
|
|
|
$
|
1,048
|
|
|
$
|
28,505
|
|
|
$
|
33,419
|
|
|
$
|
1,587
|
|
|
$
|
836
|
|
|
$
|
35,842
|
|
Total assets
|
$
|
15,332,420
|
|
|
$
|
202,319
|
|
|
$
|
(74,145)
|
|
|
$
|
15,460,594
|
|
|
$
|
11,395,765
|
|
|
$
|
160,339
|
|
|
$
|
(49,554)
|
|
|
$
|
11,506,550
|
|
Total liabilities
|
$
|
13,761,414
|
|
|
$
|
59,953
|
|
|
$
|
(74,145)
|
|
|
$
|
13,747,222
|
|
|
$
|
9,928,628
|
|
|
$
|
29,403
|
|
|
$
|
(49,554)
|
|
|
$
|
9,908,477
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the nine months ended September 30,
|
|
2020
|
|
2019
|
|
Banking
Business
|
|
Insurance
Agency
Business
|
|
Other /
Eliminations
|
|
Total
|
|
Banking
Business
|
|
Insurance
Agency
Business
|
|
Other /
Eliminations
|
|
Total
|
|
(Dollars in thousands)
|
Net interest income
|
$
|
297,643
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
297,643
|
|
|
$
|
310,343
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
310,343
|
|
Provision for loan losses
|
37,900
|
|
|
—
|
|
|
—
|
|
|
37,900
|
|
|
4,500
|
|
|
—
|
|
|
—
|
|
|
4,500
|
|
Net interest income after provision for loan losses
|
259,743
|
|
|
—
|
|
|
—
|
|
|
259,743
|
|
|
305,843
|
|
|
—
|
|
|
—
|
|
|
305,843
|
|
Noninterest income
|
55,935
|
|
|
72,979
|
|
|
(179)
|
|
|
128,735
|
|
|
63,309
|
|
|
71,881
|
|
|
(168)
|
|
|
135,022
|
|
Noninterest expense
|
251,688
|
|
|
57,231
|
|
|
(3,165)
|
|
|
305,754
|
|
|
251,156
|
|
|
58,657
|
|
|
(2,748)
|
|
|
307,065
|
|
Income before provision for income taxes
|
63,990
|
|
|
15,748
|
|
|
2,986
|
|
|
82,724
|
|
|
117,996
|
|
|
13,224
|
|
|
2,580
|
|
|
133,800
|
|
Income tax provision
|
11,468
|
|
|
4,456
|
|
|
—
|
|
|
15,924
|
|
|
26,150
|
|
|
3,790
|
|
|
—
|
|
|
29,940
|
|
Net income
|
$
|
52,522
|
|
|
$
|
11,292
|
|
|
$
|
2,986
|
|
|
$
|
66,800
|
|
|
$
|
91,846
|
|
|
$
|
9,434
|
|
|
$
|
2,580
|
|
|
$
|
103,860
|
|
17. Subsequent Events
Plan of Conversion; Stock Offering
Pursuant to a Plan of Conversion (the “Plan”), Eastern Bank Corporation, the predecessor of the Company, reorganized from a mutual holding company into a publicly traded stock form of organization on October 14, 2020. In connection with the reorganization, Eastern Bank Corporation transferred to the Company 100% of Eastern Bank’s common stock, and immediately thereafter merged into the Company. The Plan was adopted by the Board of Trustees of Eastern Bank Corporation on June 12, 2020, and approved by the corporators of Eastern Bank Corporation on August 6, 2020.
Pursuant to the Plan, the Company sold 179,287,828 shares of common stock in a public offering at $10.00 per share, including 14,940,652 shares of common stock purchased by the Bank’s employee stock ownership plan (the “ESOP”), for gross offering proceeds of approximately $1,792,878,000. The Company completed the offering on October 14, 2020. Also pursuant to the Plan, the Company donated 7,470,326 shares of common stock with an estimated fair value of $91.3 million as of the date of this filing to the Eastern Bank Charitable Foundation (the “Foundation”), effective October 15, 2020. A total of 186,758,154 shares of common stock of the Company were issued and outstanding immediately after the donation to the Foundation.
The purchase of common stock by the ESOP was financed by a loan from the Company.
As of September 30, 2020 and October 14, 2020, approximately $12.1 million and $28.9 million, respectively, of stock offering costs had been incurred and deferred. These stock offering costs were deducted from the proceeds of the shares sold in the offering.
Pursuant to the Plan, eligible account holders have received an interest in a liquidation account maintained by the Company in an amount equal to (i) Eastern Bank Corporation’s ownership interest in the Bank’s total shareholders’ equity as of March 31, 2020, the date of the latest statement of financial position included in the latest prospectus filed with the U.S. Securities and Exchange Commission for the offering, plus (ii) the value of the net assets of Eastern Bank Corporation as of March 31, 2020 (excluding its ownership of Eastern Bank). Also pursuant to the Plan, a parallel liquidation account maintained at the Bank has been established to support the Company’s liquidation account in the event the Company does not have sufficient assets to fund its obligations under its liquidation account. The Company and the Bank will hold the liquidation accounts for the benefit of eligible account holders who continue to maintain deposits in the Bank. The Company is not permitted to pay dividends on its capital stock if the shareholders’ equity of the Company would be reduced below the amount of the liquidation account. The liquidation account will be reduced annually to the extent that eligible account holders have reduced their qualifying deposits. Subsequent increases will not restore an eligible account holder’s interest in the liquidation accounts. In the event of a complete liquidation of the Bank, and only in such event, each account holder will be entitled to receive a distribution from the liquidation account in an amount proportionate to the adjusted qualifying account balances then held.
Conversion of Defined Benefit Pension Plan and Benefit Equalization Plan to Cash Balance Plans
Effective November 1, 2020, the Qualified Defined Benefit Pension Plan ("the DB Plan") and the Non-Qualified Benefit Equalization Plan ("the BEP") sponsored by the Company were amended to convert the Plans from a traditional final average earnings plan design to a cash balance plan design. Benefits earned under the final average earnings plan design were frozen at October 31, 2020. Starting November 1, 2020, future benefits are earned under the cash balance plan design. Under the cash balance plan design, hypothetical account balances are established for each participant and pension benefits are generally stated as the lump sum amount in that hypothetical account. Contribution credits equal to a percentage of a participant’s annual compensation (if the participant works at least 1,000 hours during the year) and interest credits equal to the greater of the 30-Year Treasury rate for September or 3.50% are added to a participant’s account each year. For employees hired prior to November 1, 2020, annual contribution credits will generally increase as the participant remains employed with the Company. Employees hired on and after November 1, 2020 will receive annual contribution credits equal to 5% of annual compensation, with no future increases. Notwithstanding the preceding sentence, since a cash balance plan is a defined benefit plan, the annual retirement benefit payable at normal retirement (age 65) is an annuity, which is the actuarial equivalent of the participant’s account balance under the cash balance plan design, plus their frozen benefit under the final average earnings plan design. However, under the DB Plan, participants may elect, with the consent of their spouses if they are married, to have the benefits distributed as a lump sum rather than an annuity. The lump sum is equal to the sum of the actuarial equivalent of their frozen benefit under the final average earnings plan design, plus their cash balance account. Under the BEP, benefits are generally only payable as a lump sum, which is equal to the sum of the actuarial equivalent of their frozen benefit under the final average earnings plan design, plus their cash balance account. As of November 1, 2020, the estimated impact to the projected benefit obligations for the DB plan and the BEP are a decrease of $102.1 million and $27.9 million, respectively.