NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Note 1: Basis of Presentation
The consolidated financial statements include the accounts of Bank of Marin Bancorp (“Bancorp”), a bank holding company, and its wholly-owned bank subsidiary, Bank of Marin (the “Bank”), a California state-chartered commercial bank. References to “we,” “our,” “us” mean Bancorp and the Bank that are consolidated for financial reporting purposes. The accompanying unaudited consolidated interim financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). Certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles ("GAAP") have been condensed or omitted pursuant to those rules and regulations. Although we believe that the disclosures are adequate and the information presented is not misleading, we suggest that these interim financial statements be read in conjunction with the annual financial statements and the notes thereto included in our 2019 Annual Report on Form 10-K. In the opinion of Management, the unaudited consolidated financial statements reflect all adjustments, which are necessary for a fair presentation of the consolidated financial position, the results of operations, changes in comprehensive income, changes in stockholders’ equity, and cash flows for the periods presented. All material intercompany transactions have been eliminated. The results of these interim periods may not be indicative of the results for the full year or for any other period.
The NorCal Community Bancorp Trust II (the "Trust") was formed for the sole purpose of issuing trust preferred securities. Bancorp is not considered the primary beneficiary of the Trust (a variable interest entity), therefore the Trust is not consolidated in our consolidated financial statements, but rather the subordinated debenture is shown as a liability on our consolidated statements of condition. Bancorp's investment in the securities of the Trust is accounted for under the equity method and is included in interest receivable and other assets on the consolidated statements of condition. Refer to Note 6, Borrowings, for additional information on the subordinated debenture due to NorCal Community Bancorp Trust II.
The following table shows: 1) weighted average basic shares, 2) potentially dilutive weighted average common shares related to stock options and unvested restricted stock awards, and 3) weighted average diluted shares. Basic earnings per share (“EPS”) are calculated by dividing net income by the weighted average number of common shares outstanding during each period, excluding unvested restricted stock awards. Diluted EPS are calculated using the weighted average number of potentially dilutive common shares. The number of potentially dilutive common shares included in the quarterly diluted EPS is computed using the average market prices during the three months included in the reporting period under the treasury stock method. The number of potentially dilutive common shares included in year-to-date diluted EPS is a year-to-date weighted average of potentially dilutive common shares included in each quarterly diluted EPS computation. In computing diluted EPS, we exclude anti-dilutive shares such as options whose exercise prices exceed the current common stock price, as they would not reduce EPS under the treasury method. We have two forms of outstanding common stock: common stock and unvested restricted stock awards. Holders of unvested restricted stock awards receive non-forfeitable dividends at the same rate as common shareholders and they both share equally in undistributed earnings. Under the two-class method, the difference in EPS is nominal for these participating securities.
|
|
|
|
|
|
|
|
|
Three months ended
|
(in thousands, except per share data)
|
March 31, 2020
|
March 31, 2019
|
Weighted average basic shares outstanding
|
13,525
|
|
13,737
|
|
Potentially dilutive common shares related to:
|
|
|
Stock options
|
106
|
|
155
|
|
Unvested restricted stock awards
|
25
|
|
32
|
|
Weighted average diluted shares outstanding
|
13,656
|
|
13,924
|
|
Net income
|
$
|
7,228
|
|
$
|
7,479
|
|
Basic EPS
|
$
|
0.53
|
|
$
|
0.54
|
|
Diluted EPS
|
$
|
0.53
|
|
$
|
0.54
|
|
Weighted average anti-dilutive shares not included in the calculation of diluted EPS
|
70
|
|
20
|
|
Note 2: Recently Adopted and Issued Accounting Standards
Accounting Standards Adopted in 2020
In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. The amendments in this ASU remove, modify, and add disclosure requirements for the fair value reporting of assets and liabilities. The modifications and additions relate to Level 3 fair value measurements at the end of the reporting period. ASU 2018-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Entities should disclose and describe the range and weighted-average of significant unobservable inputs used to develop Level 3 fair value measurements. We adopted this ASU prospectively effective January 1, 2020. As the ASU’s requirements only relate to disclosures, the amendments did not impact our financial condition or results of operations. Refer to Note 3, Fair Value of Assets and Liabilities, for additional disclosures.
In August 2018, the FASB issued ASU No. 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. This standard aligns the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software regardless of whether they convey a license to the hosted software. The accounting for the service element of a hosting arrangement that is a service contract is not affected by this ASU. The amendments are effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. An entity has the option to apply amendments in the ASU either retrospectively or prospectively to all implementation costs incurred after the date of adoption. We adopted this ASU prospectively on January 1, 2020, which did not impact our financial condition and results of operations.
Accounting Standards Not Yet Adopted
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The standard will replace today's "incurred loss" model with a "current expected credit loss" ("CECL") model. The CECL model applies to estimated credit losses on loans receivable, held-to-maturity debt securities, unfunded loan commitments, and certain other financial assets measured at amortized cost. The CECL model is based on lifetime expected losses, rather than incurred losses, and requires the recognition of credit loss expense in the consolidated statement of income and a related allowance for credit losses on the consolidated statement of condition at the time of origination or purchase of a loan receivable or held-to-maturity debt security. In addition, the CECL standard modifies the accounting for purchased loans and requires that an allowance for credit losses be established at the date of acquisition. However, for purchased financial assets with a more-than-insignificant amount of credit deterioration since origination (“PCD assets”) that are measured at amortized cost, the initial allowance for credit losses is added to the purchase price rather than being reported as a credit loss expense. Subsequent changes in the allowance for credit losses on PCD assets are recognized through credit loss expense.
Under ASU 2016-13, available-for-sale debt securities are evaluated for impairment if fair value is less than amortized cost. Estimated credit losses are recorded through a credit loss expense and an allowance, rather than a write-down of the investment. Changes in fair value that are not credit-related will continue to be recorded in other comprehensive income. The ASU also expands the disclosure requirements regarding assumptions, models, and methods for estimating the allowance for credit losses. In addition, entities will need to disclose the amortized cost balance for each class of financial asset by credit quality indicator, disaggregated by the year of origination. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. However, in accordance with the accounting relief provisions of the Coronavirus Aid, Relief and Economic Security ("CARES") Act issued in March 2020, we postponed the adoption of the CECL standard. Implementation may be delayed until the end of the national emergency or December 31, 2020, whichever occurs first. Had we adopted the CECL standard as of January 1, 2020, the increase to our allowance for loan losses would have ranged from 5% to 15% of the amount recorded at December 31, 2019, which were based on economic forecasts at that time and did not include the subsequent COVID-19 pandemic related impact.
Early CECL implementation activities focused on, among other things, capturing and validating data, segmenting the loan portfolio, evaluating various credit loss estimation methodologies, sourcing tools to forecast future economic conditions, running multiple loan loss driver analyses that correlate our credit loss experience with one or more economic factors, and evaluating the qualitative factor framework and assumptions. Based on these activities, we determined that our primary credit loss methodology will utilize a discounted cash flow approach that considers the probability of
default and loss given default. Ongoing implementation activities include developing forecasts, running parallel calculations and evaluating results.
In April 2019, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments that clarifies and improves areas of guidance related to recently issued standards. The provisions of this ASU under Topic 326 will be evaluated in conjunction with the adoption of ASU 2016-13, however, we do not expect it to have a material impact on our financial condition and results of operations. All other provisions under this ASU were adopted as of January 1, 2020 and did not impact our financial condition and results of operations.
In May 2019, the FASB issued ASU No. 2019-05, Financial Instruments - Credit Losses (Topic 326): Targeted Transition Relief. This ASU allows an option for entities to irrevocably elect the fair value option on an instrument-by-instrument basis for eligible financial assets measured at amortized cost basis upon adoption of the credit loss standards. This amendment provides relief for those entities electing the fair value option on newly originated or purchased financial assets, while maintaining existing similar financial assets at amortized cost, avoiding the requirement to maintain dual measurement methods for similar assets. The fair value option does not apply to held-to-maturity debt securities. The effective date for this ASU is the same as for ASU 2016-13, as discussed above. We will evaluate this ASU in conjunction with the adoption of ASU 2016-13 to determine its impact on our financial condition and results of operations. However, at this time we do not expect to elect the fair value option for our financial assets.
In November 2019, the FASB issued ASU No. 2019-11, Codification Improvements to Topic 326, Financial Instruments - Credit Losses. This ASU, among other narrow -scope improvements, clarifies guidance around how to report expected recoveries. “Expected recoveries” describes a situation in which an organization recognizes a full or partial write-off of the amortized cost basis of a financial asset, but then later determines that the amount written off, or a portion of that amount, will in fact be recovered. This ASU permits organizations to record expected recoveries on PCD assets. Additionally, this ASU reinforces existing guidance that prohibits organizations from recording negative allowances for available-for-sale debt securities. ASU 2019-11 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The amendments should be applied on a modified retrospective basis by means of a cumulative-effect adjustment to the opening retained earnings balance in the statement of financial position as of the date of adoption. The effective date for this ASU is the same as for ASU 2016-13, as discussed above. We will evaluate this ASU in conjunction with the adoption of ASU 2016-13 to determine its impact on our financial condition and results of operations.
Accounting Standards Not Yet Effective
In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This ASU is intended to reduce the cost and complexity related to accounting for income taxes by removing certain exceptions to the guidance in Topic 740 related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and simplifying aspects of the accounting for franchise taxes and enacted changes in tax laws or rates. This ASU is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Early adoption is permitted. As this ASU is narrow in scope and applicability to us will likely be minimal, we do not expect that the ASU will have a material impact on our financial condition or results of operations.
In January 2020, the FASB issued ASU No. 2020-01, Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) - Clarifying the Interactions between Topic 321, Topic 323, and Topic 815. Among other things, this ASU clarifies that a company should consider observable transactions that require a company to either apply or discontinue the equity method of accounting under Topic 323, for the purposes of applying the measurement alternative in accordance with Topic 321. This ASU is effective for fiscal years beginning after December 15, 2020. Early adoption is permitted. ASU No. 2020-01 should be applied prospectively at the beginning of the interim period that includes adoption. We do not expect that the ASU will have a material impact on our financial condition or results of operations.
In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848). The amendments in this ASU are elective and provide optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform. The amendments in this ASU provide optional expedients and exceptions for applying generally accepted accounting principles (GAAP) to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The amendments in this ASU may be elected as of March 12, 2020 through December 31, 2022. An
entity may choose to elect the amendments in this update at an interim period subsequent to March 12, 2020 with adoption methods varying based on transaction type. We have not elected to apply these amendments. However, we will assess the applicability of the ASU to us and continue to monitor guidance for reference rate reform from FASB and its impact on our financial condition and results of operations.
Note 3: Fair Value of Assets and Liabilities
Fair Value Hierarchy and Fair Value Measurement
We group our assets and liabilities that are measured at fair value in three levels within the fair value hierarchy, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. These levels are:
Level 1: Valuations are based on unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2: Valuations are based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuations for which all significant assumptions are observable or can be corroborated by observable market data.
Level 3: Valuations are based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Values are determined using pricing models and discounted cash flow models and may include significant Management judgment and estimation.
The following table summarizes our assets and liabilities that were required to be recorded at fair value on a recurring basis.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
Description of Financial Instruments
|
Carrying Value
|
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
|
Measurement Categories: Changes in Fair Value Recorded In1
|
March 31, 2020
|
|
|
|
|
|
|
|
|
Securities available-for-sale:
|
|
|
|
|
|
Mortgage-backed securities and collateralized mortgage obligations issued by U.S. government-sponsored agencies
|
$
|
267,959
|
|
$
|
—
|
|
$
|
267,959
|
|
$
|
—
|
|
OCI
|
SBA-backed securities
|
33,923
|
|
—
|
|
33,923
|
|
—
|
|
OCI
|
Debentures of government sponsored agencies
|
42,609
|
|
—
|
|
42,609
|
|
—
|
|
OCI
|
Obligations of state and political subdivisions
|
103,376
|
|
—
|
|
103,376
|
|
—
|
|
OCI
|
Corporate bonds
|
1,001
|
|
—
|
|
1,001
|
|
—
|
|
OCI
|
Derivative financial liabilities (interest rate contracts)
|
2,618
|
|
—
|
|
2,618
|
|
—
|
|
NI
|
December 31, 2019
|
|
|
|
|
|
|
|
|
Securities available-for-sale:
|
|
|
|
|
|
|
|
|
Mortgage-backed securities and collateralized mortgage obligations issued by U.S. government-sponsored agencies
|
$
|
278,144
|
|
$
|
—
|
|
$
|
278,144
|
|
$
|
—
|
|
OCI
|
SBA-backed securities
|
36,286
|
|
—
|
|
36,286
|
|
—
|
|
OCI
|
Debentures of government sponsored agencies
|
49,046
|
|
—
|
|
49,046
|
|
—
|
|
OCI
|
Obligations of state and political subdivisions
|
67,282
|
|
—
|
|
67,282
|
|
—
|
|
OCI
|
Corporate bonds
|
1,502
|
|
—
|
|
1,502
|
|
—
|
|
OCI
|
Derivative financial liabilities (interest rate contracts)
|
1,178
|
|
—
|
|
1,178
|
|
—
|
|
NI
|
1 Other comprehensive income ("OCI") or net income ("NI").
Available-for-sale securities are recorded at fair value on a recurring basis. When available, quoted market prices (Level 1) are used to determine the fair value of available-for-sale securities. If quoted market prices are not available, we obtain pricing information from a reputable third-party service provider, who may utilize valuation techniques that use current market-based or independently sourced parameters, such as bid/ask prices, dealer-quoted prices, interest
rates, benchmark yield curves, prepayment speeds, probability of default, loss severity and credit spreads (Level 2). Level 2 securities include obligations of state and political subdivisions, U.S. agencies or government-sponsored agencies' debt securities, mortgage-backed securities, government agency-issued, privately-issued collateralized mortgage obligations, and corporate bonds. As of March 31, 2020 and December 31, 2019, there were no Level 1 or Level 3 securities.
Held-to-maturity securities may be written down to fair value as a result of other-than-temporary impairment, and we did not record any write-downs during the three months ended March 31, 2020 or March 31, 2019. Fair value of held-to-maturity securities is determined using the same techniques discussed above for available-for-sale securities.
On a recurring basis, derivative financial instruments are recorded at fair value, which is based on the income approach using observable Level 2 market inputs, reflecting market expectations of future interest rates as of the measurement date. Standard valuation techniques are used to calculate the present value of the future expected cash flows assuming an orderly transaction. Valuation adjustments may be made to reflect both our own credit risk and the counterparties’ credit risk in determining the fair value of the derivatives. Level 2 inputs for the valuations are limited to observable market prices for London Interbank Offered Rate ("LIBOR") and Overnight Index Swap ("OIS") rates (for the very short term), quoted prices for LIBOR futures contracts, observable market prices for LIBOR and OIS swap rates, and one-month and three-month LIBOR basis spreads at commonly quoted intervals. Mid-market pricing of the inputs is used as a practical expedient in the fair value measurements. We project spot rates at reset days specified by each swap contract to determine future cash flows, then discount to present value using OIS curves as of the measurement date. When the value of any collateral placed with counterparties is less than the interest rate derivative liability, a credit valuation adjustment ("CVA") is applied to reflect the credit risk we pose to counterparties. We have used the spread between the Standard & Poor's BBB rated U.S. Bank Composite rate and LIBOR for the closest maturity term corresponding to the duration of the swaps to derive the CVA. A similar credit risk adjustment, correlated to the credit standing of the counterparty, is made when collateral posted by the counterparty does not fully cover their liability to us. For further discussion on our methodology in valuing our derivative financial instruments, refer to Note 9, Derivative Financial Instruments and Hedging Activities.
Certain financial assets may be measured at fair value on a non-recurring basis. These assets are subject to fair value adjustments that result from the application of the lower of cost or fair value accounting or write-downs of individual assets, such as impaired loans that are collateral dependent and other real estate owned ("OREO"). As of March 31, 2020 and December 31, 2019, we did not carry any assets measured at fair value on a non-recurring basis.
Disclosures about Fair Value of Financial Instruments
The table below is a summary of fair value estimates for financial instruments as of March 31, 2020 and December 31, 2019, excluding financial instruments recorded at fair value on a recurring basis (summarized in the first table in this note). The carrying amounts in the following table are recorded in the consolidated statements of condition under the indicated captions. Further, we have not disclosed the fair value of financial instruments specifically excluded from disclosure requirements such as bank-owned life insurance policies ("BOLI") and non-maturity deposit liabilities. Additionally, we held shares of Federal Home Loan Bank ("FHLB") of San Francisco stock and Visa Inc. Class B common stock, both recorded at cost, as there was no impairment or changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer as of March 31, 2020 or December 31, 2019. The values are discussed in Note 4, Investment Securities.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2020
|
|
December 31, 2019
|
(in thousands)
|
Carrying Amounts
|
|
Fair Value
|
|
Fair Value Hierarchy
|
|
Carrying Amounts
|
|
Fair Value
|
|
Fair Value Hierarchy
|
Financial assets (recorded at amortized cost)
|
|
|
|
|
|
|
Cash and cash equivalents
|
$
|
156,274
|
|
$
|
156,274
|
|
Level 1
|
|
$
|
183,388
|
|
$
|
183,388
|
|
Level 1
|
Investment securities held-to-maturity
|
131,140
|
|
137,501
|
|
Level 2
|
|
137,413
|
|
139,642
|
|
Level 2
|
Loans, net
|
1,824,976
|
|
1,816,190
|
|
Level 3
|
|
1,826,609
|
|
1,839,666
|
|
Level 3
|
Interest receivable
|
7,802
|
|
7,802
|
|
Level 2
|
|
7,732
|
|
7,732
|
|
Level 2
|
Financial liabilities (recorded at amortized cost)
|
|
|
|
|
|
|
|
|
Time deposits
|
95,367
|
|
95,731
|
|
Level 2
|
|
97,810
|
|
97,859
|
|
Level 2
|
Subordinated debenture
|
2,725
|
|
2,117
|
|
Level 3
|
|
2,708
|
|
3,182
|
|
Level 3
|
Interest payable
|
122
|
|
122
|
|
Level 2
|
|
134
|
|
134
|
|
Level 2
|
Fair value of loans is based on exit price techniques and obtained from an independent third-party that uses its proprietary valuation model and methodology and may not reflect actual or prospective market valuations. The discounted cash flow valuation approach reflects key inputs and assumptions such as loan probability of default, loss given default, prepayment speed, and market discount rates.
Fair value of fixed-rate time deposits is estimated by discounting future contractual cash flows using discount rates that reflect the current market rates offered for time deposits of similar remaining maturities.
Fair value of the subordinated debenture is estimated using a discounted cash flow approach based on current interest rates for similar financial instruments adjusted for credit and liquidity spreads.
The value of unrecognized financial instruments is estimated based on the fee income associated with the commitments which, in the absence of credit exposure, is considered to approximate their settlement value. The fair value of commitment fees was not material as of March 31, 2020 or December 31, 2019.
Note 4: Investment Securities
Our investment securities portfolio consists of obligations of state and political subdivisions, U.S. corporations, U.S. federal government agencies such as Government National Mortgage Association ("GNMA") and Small Business Administration ("SBA"), U.S. government-sponsored enterprises ("GSEs"), such as Federal National Mortgage Association ("FNMA"), Federal Home Loan Mortgage Corporation ("FHLMC"), Federal Farm Credit Banks Funding Corporation and FHLB. We also invest in residential and commercial mortgage-backed securities (“MBS”/"CMBS") and collateralized mortgage obligations (“CMOs”) issued or guaranteed by the GSEs, as reflected in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2020
|
|
December 31, 2019
|
|
Amortized
|
Fair
|
Gross Unrealized
|
|
Amortized
|
Fair
|
Gross Unrealized
|
(in thousands)
|
Cost
|
Value
|
Gains
|
(Losses)
|
|
Cost
|
Value
|
Gains
|
(Losses)
|
Held-to-maturity:
|
|
|
|
|
|
|
|
|
|
Securities of U.S. government-sponsored enterprises:
|
|
|
|
|
|
|
|
|
|
MBS pass-through securities issued by FHLMC and FNMA
|
$
|
77,682
|
|
$
|
81,590
|
|
$
|
3,908
|
|
$
|
—
|
|
|
$
|
80,451
|
|
$
|
81,325
|
|
$
|
1,018
|
|
$
|
(144
|
)
|
SBA-backed securities
|
7,031
|
|
7,434
|
|
403
|
|
—
|
|
|
7,999
|
|
8,264
|
|
265
|
|
—
|
|
CMOs issued by FNMA
|
9,586
|
|
10,088
|
|
502
|
|
—
|
|
|
10,210
|
|
10,492
|
|
282
|
|
—
|
|
CMOs issued by FHLMC
|
31,140
|
|
32,560
|
|
1,420
|
|
—
|
|
|
31,477
|
|
32,157
|
|
685
|
|
(5
|
)
|
CMOs issued by GNMA
|
3,768
|
|
3,828
|
|
60
|
|
—
|
|
|
3,763
|
|
3,816
|
|
53
|
|
—
|
|
Obligations of state and
political subdivisions
|
1,933
|
|
2,001
|
|
68
|
|
—
|
|
|
3,513
|
|
3,588
|
|
75
|
|
—
|
|
Total held-to-maturity
|
131,140
|
|
137,501
|
|
6,361
|
|
—
|
|
|
137,413
|
|
139,642
|
|
2,378
|
|
(149
|
)
|
Available-for-sale:
|
|
|
|
|
|
|
|
|
|
Securities of U.S. government-sponsored enterprises:
|
|
|
|
|
|
|
|
|
|
MBS pass-through securities issued by FHLMC and FNMA
|
68,168
|
|
71,375
|
|
3,207
|
|
—
|
|
|
98,502
|
|
100,071
|
|
1,617
|
|
(48
|
)
|
SBA-backed securities
|
32,709
|
|
33,923
|
|
1,270
|
|
(56
|
)
|
|
35,674
|
|
36,286
|
|
688
|
|
(76
|
)
|
CMOs issued by FNMA
|
21,296
|
|
22,071
|
|
775
|
|
—
|
|
|
22,702
|
|
23,092
|
|
390
|
|
—
|
|
CMOs issued by FHLMC
|
154,735
|
|
163,290
|
|
8,573
|
|
(18
|
)
|
|
139,398
|
|
143,226
|
|
3,892
|
|
(64
|
)
|
CMOs issued by GNMA
|
10,759
|
|
11,223
|
|
464
|
|
—
|
|
|
11,719
|
|
11,755
|
|
42
|
|
(6
|
)
|
Debentures of government- sponsored agencies
|
41,845
|
|
42,609
|
|
764
|
|
—
|
|
|
48,389
|
|
49,046
|
|
727
|
|
(70
|
)
|
Obligations of state and
political subdivisions
|
101,008
|
|
103,376
|
|
2,396
|
|
(28
|
)
|
|
66,042
|
|
67,282
|
|
1,386
|
|
(146
|
)
|
Corporate bonds
|
999
|
|
1,001
|
|
2
|
|
—
|
|
|
1,497
|
|
1,502
|
|
6
|
|
(1
|
)
|
Total available-for-sale
|
431,519
|
|
448,868
|
|
17,451
|
|
(102
|
)
|
|
423,923
|
|
432,260
|
|
8,748
|
|
(411
|
)
|
Total investment securities
|
$
|
562,659
|
|
$
|
586,369
|
|
$
|
23,812
|
|
$
|
(102
|
)
|
|
$
|
561,336
|
|
$
|
571,902
|
|
$
|
11,126
|
|
$
|
(560
|
)
|
The amortized cost and fair value of investment debt securities by contractual maturity at March 31, 2020 and December 31, 2019 are shown below. Expected maturities may differ from contractual maturities if the issuers of the securities have the right to call or prepay obligations with or without call or prepayment penalties.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2020
|
|
December 31, 2019
|
|
Held-to-Maturity
|
|
Available-for-Sale
|
|
Held-to-Maturity
|
|
Available-for-Sale
|
(in thousands)
|
Amortized Cost
|
Fair Value
|
|
Amortized Cost
|
Fair Value
|
|
Amortized Cost
|
Fair Value
|
|
Amortized Cost
|
Fair Value
|
Within one year
|
$
|
1,342
|
|
$
|
1,388
|
|
|
$
|
16,847
|
|
$
|
16,935
|
|
|
$
|
1,807
|
|
$
|
1,811
|
|
|
$
|
6,699
|
|
$
|
6,706
|
|
After one but within five years
|
2,243
|
|
2,316
|
|
|
56,500
|
|
58,504
|
|
|
2,256
|
|
2,296
|
|
|
48,706
|
|
49,619
|
|
After five years through ten years
|
54,483
|
|
57,447
|
|
|
186,662
|
|
196,730
|
|
|
56,221
|
|
57,544
|
|
|
208,806
|
|
214,277
|
|
After ten years
|
73,072
|
|
76,350
|
|
|
171,510
|
|
176,699
|
|
|
77,129
|
|
77,991
|
|
|
159,712
|
|
161,658
|
|
Total
|
$
|
131,140
|
|
$
|
137,501
|
|
|
$
|
431,519
|
|
$
|
448,868
|
|
|
$
|
137,413
|
|
$
|
139,642
|
|
|
$
|
423,923
|
|
$
|
432,260
|
|
Sales of investment securities and gross gains and losses are shown in the following table:
|
|
|
|
|
|
|
|
|
Three months ended
|
(in thousands)
|
March 31, 2020
|
March 31, 2019
|
Available-for-sale:
|
|
|
Sales proceeds
|
$
|
27,442
|
|
$
|
4,229
|
|
Gross realized gains
|
800
|
|
3
|
|
Gross realized losses
|
—
|
|
(9
|
)
|
Pledged investment securities are shown in the following table:
|
|
|
|
|
|
|
|
(in thousands)
|
March 31, 2020
|
December 31, 2019
|
Pledged to the State of California:
|
|
|
Secure public deposits in compliance with the Local Agency Security Program
|
$
|
121,330
|
|
$
|
126,598
|
|
Collateral for trust deposits
|
742
|
|
742
|
|
Total investment securities pledged to the State of California
|
122,072
|
|
127,340
|
|
Collateral for Wealth Management and Trust Services checking account
|
623
|
|
622
|
|
Total pledged investment securities
|
$
|
122,695
|
|
$
|
127,962
|
|
Other-Than-Temporarily Impaired ("OTTI") Debt Securities
There were 13 and 40 securities in unrealized loss positions at March 31, 2020 and December 31, 2019, respectively. Those securities are summarized and classified according to the duration of the loss period in the tables below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2020
|
< 12 continuous months
|
|
≥ 12 continuous months
|
|
Total securities
in a loss position
|
(in thousands)
|
Fair value
|
Unrealized loss
|
|
Fair value
|
Unrealized loss
|
|
Fair value
|
Unrealized loss
|
Available-for-sale:
|
|
|
|
|
|
|
|
|
SBA-backed securities
|
$
|
—
|
|
$
|
—
|
|
|
$
|
2,209
|
|
$
|
(56
|
)
|
|
$
|
2,209
|
|
$
|
(56
|
)
|
CMOs issued by FHLMC
|
2,750
|
|
(17
|
)
|
|
1,600
|
|
(1
|
)
|
|
4,350
|
|
(18
|
)
|
Obligations of state and political subdivisions
|
11,439
|
|
(28
|
)
|
|
—
|
|
—
|
|
|
11,439
|
|
(28
|
)
|
Total available-for-sale
|
14,189
|
|
(45
|
)
|
|
3,809
|
|
(57
|
)
|
|
17,998
|
|
(102
|
)
|
Total temporarily impaired securities
|
$
|
14,189
|
|
$
|
(45
|
)
|
|
$
|
3,809
|
|
$
|
(57
|
)
|
|
$
|
17,998
|
|
$
|
(102
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
< 12 continuous months
|
|
≥ 12 continuous months
|
|
Total securities
in a loss position
|
(in thousands)
|
Fair value
|
Unrealized loss
|
|
Fair value
|
Unrealized loss
|
|
Fair value
|
Unrealized loss
|
Held-to-maturity:
|
|
|
|
|
|
|
|
|
MBS pass-through securities issued by FHLMC and FNMA
|
$
|
14,203
|
|
$
|
(60
|
)
|
|
$
|
6,073
|
|
$
|
(84
|
)
|
|
$
|
20,276
|
|
$
|
(144
|
)
|
CMOs issued by FHLMC
|
—
|
|
—
|
|
|
1,725
|
|
(5
|
)
|
|
1,725
|
|
(5
|
)
|
Total held-to-maturity
|
14,203
|
|
(60
|
)
|
|
7,798
|
|
(89
|
)
|
|
22,001
|
|
(149
|
)
|
Available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MBS pass-through securities issued by FHLMC and FNMA
|
4,367
|
|
(34
|
)
|
|
4,464
|
|
(14
|
)
|
|
8,831
|
|
(48
|
)
|
SBA-backed securities
|
9,227
|
|
(14
|
)
|
|
2,448
|
|
(62
|
)
|
|
11,675
|
|
(76
|
)
|
CMOs issued by FHLMC
|
14,918
|
|
(58
|
)
|
|
2,981
|
|
(6
|
)
|
|
17,899
|
|
(64
|
)
|
CMOs issued by GNMA
|
7,139
|
|
(6
|
)
|
|
—
|
|
—
|
|
|
7,139
|
|
(6
|
)
|
Debentures of government- sponsored agencies
|
25,228
|
|
(70
|
)
|
|
—
|
|
—
|
|
|
25,228
|
|
(70
|
)
|
Obligations of state and political subdivisions
|
20,579
|
|
(145
|
)
|
|
659
|
|
(1
|
)
|
|
21,238
|
|
(146
|
)
|
Corporate Bonds
|
500
|
|
(1
|
)
|
|
—
|
|
—
|
|
|
500
|
|
(1
|
)
|
Total available-for-sale
|
81,958
|
|
(328
|
)
|
|
10,552
|
|
(83
|
)
|
|
92,510
|
|
(411
|
)
|
Total temporarily impaired securities
|
$
|
96,161
|
|
$
|
(388
|
)
|
|
$
|
18,350
|
|
$
|
(172
|
)
|
|
$
|
114,511
|
|
$
|
(560
|
)
|
As of March 31, 2020, the investment portfolio included 7 investment securities that had been in a continuous loss position for twelve months or more and 6 investment securities that had been in a loss position for less than twelve months.
Securities issued by government-sponsored agencies, such as FNMA and FHLMC, usually have implicit credit support by the U.S. federal government. However, since 2008, FNMA and FHLMC have been under government conservatorship and, therefore, contractual cash flows for these investments carry explicit guarantees by the U.S. federal government. Securities issued by the SBA and GNMA have explicit credit guarantees by the U.S. federal government, which protects us from credit losses on the contractual cash flows of the securities.
Other temporarily impaired securities, including obligations of state and political subdivisions and corporate bonds, were deemed credit worthy after our internal analyses of the issuers’ latest financial information, credit ratings by major credit agencies, and/or credit enhancements. Based on our comprehensive analyses, we determined that the decline in the fair values of these securities was primarily driven by factors other than credit, such as changes in market interest rates and liquidity spreads subsequent to purchase. At March 31, 2020, Management determined that it did not intend to sell investment securities with unrealized losses, and it is more likely than not that we will not be required to sell any of the securities with unrealized losses before recovery of their amortized cost. Therefore, we do not consider these investment securities to be other-than-temporarily impaired at March 31, 2020.
Non-Marketable Securities Included in Other Assets
As a member of the FHLB, we are required to maintain a minimum investment in FHLB capital stock determined by the Board of Directors of the FHLB. The minimum investment requirements can increase in the event we increase our total asset size or borrowings with the FHLB. Shares cannot be purchased or sold except between the FHLB and its members at the $100 per share par value. We held $11.7 million of FHLB stock included in other assets on the consolidated statements of condition at both March 31, 2020 and December 31, 2019. The carrying amounts of these investments are reasonable estimates of fair value because the securities are restricted to member banks and they do not have a readily determinable market value. Based on our analysis of FHLB's financial condition and certain qualitative factors, we determined that the FHLB stock was not impaired at March 31, 2020 and December 31, 2019. On April 28, 2020, FHLB announced a cash dividend for the first quarter of 2020 at an annualized dividend rate of 5.00% to be distributed in mid-May 2020. Cash dividends paid on FHLB capital stock are recorded as non-interest income.
As a member bank of Visa U.S.A., we held 10,439 shares of Visa Inc. Class B common stock at March 31, 2020 and December 31, 2019. These shares have a carrying value of zero and are restricted from resale to non-member banks of Visa U.S.A. until their conversion into Class A (voting) shares upon the termination of Visa Inc.'s Covered Litigation
escrow account. Because of the restriction and the uncertainty on the conversion rate to Class A shares, these shares lack a readily determinable fair value. When converting this Class B common stock to Class A common stock based on the conversion rate of 1.6228 both at March 31, 2020 and December 31, 2019, and the closing stock price of Class A shares at those respective dates, the converted value of our shares of Class B common stock would have been $2.7 million and $3.2 million at March 31, 2020 and December 31, 2019, respectively. The conversion rate is subject to further adjustment upon the final settlement of the covered litigation against Visa Inc. and its member banks. As such, the fair value of these Class B shares can differ significantly from their converted values. For further information, refer to Note 8, Commitments and Contingencies.
We invest in low-income housing tax credit funds as a limited partner, which totaled $4.0 million and $4.1 million recorded in other assets as of March 31, 2020 and December 31, 2019, respectively. In the first three months of 2020, we recognized $169 thousand of low-income housing tax credits and other tax benefits, offset by $141 thousand of amortization expense of low-income housing tax credit investment, as a component of income tax expense. As of March 31, 2020, our unfunded commitments for these low-income housing tax credit funds totaled $924 thousand. We did not recognize any impairment losses on these low-income housing tax credit investments during the first three months of 2020 or 2019, as the value of the future tax benefits exceeds the carrying value of the investments.
Note 5: Loans and Allowance for Loan Losses
Credit Quality of Loans
The following table shows outstanding loans by class and payment aging as of March 31, 2020 and December 31, 2019.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan Aging Analysis by Class
|
(in thousands)
|
Commercial and industrial
|
|
Commercial real estate, owner-occupied
|
|
Commercial real estate, investor-owned
|
|
Construction
|
|
Home equity
|
|
Other residential
|
|
Installment and other consumer
|
|
Total
|
|
March 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30-59 days past due
|
$
|
129
|
|
$
|
—
|
|
$
|
1,406
|
|
$
|
—
|
|
$
|
97
|
|
$
|
453
|
|
$
|
61
|
|
$
|
2,146
|
|
60-89 days past due
|
—
|
|
—
|
|
—
|
|
—
|
|
488
|
|
—
|
|
—
|
|
488
|
|
90 days or more past due
|
—
|
|
—
|
|
—
|
|
—
|
|
98
|
|
—
|
|
—
|
|
98
|
|
Total past due
|
129
|
|
—
|
|
1,406
|
|
—
|
|
683
|
|
453
|
|
61
|
|
2,732
|
|
Current
|
264,276
|
|
306,371
|
|
929,073
|
|
63,425
|
|
116,285
|
|
135,476
|
|
26,222
|
|
1,841,128
|
|
Total loans 1
|
$
|
264,405
|
|
$
|
306,371
|
|
$
|
930,479
|
|
$
|
63,425
|
|
$
|
116,968
|
|
$
|
135,929
|
|
$
|
26,283
|
|
$
|
1,843,860
|
|
Non-accrual loans 2
|
$
|
—
|
|
$
|
—
|
|
$
|
942
|
|
$
|
—
|
|
$
|
633
|
|
$
|
—
|
|
$
|
57
|
|
$
|
1,632
|
|
December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30-59 days past due
|
$
|
1
|
|
$
|
—
|
|
$
|
1,001
|
|
$
|
—
|
|
$
|
279
|
|
$
|
—
|
|
$
|
7
|
|
$
|
1,288
|
|
60-89 days past due
|
—
|
|
—
|
|
—
|
|
—
|
|
98
|
|
—
|
|
95
|
|
193
|
|
90 days or more past due
|
—
|
|
—
|
|
—
|
|
—
|
|
167
|
|
—
|
|
—
|
|
167
|
|
Total past due
|
1
|
|
—
|
|
1,001
|
|
—
|
|
544
|
|
—
|
|
102
|
|
1,648
|
|
Current
|
246,686
|
|
308,824
|
|
945,316
|
|
61,095
|
|
115,480
|
|
136,657
|
|
27,580
|
|
1,841,638
|
|
Total loans 1
|
$
|
246,687
|
|
$
|
308,824
|
|
$
|
946,317
|
|
$
|
61,095
|
|
$
|
116,024
|
|
$
|
136,657
|
|
$
|
27,682
|
|
$
|
1,843,286
|
|
Non-accrual loans 2
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
168
|
|
$
|
—
|
|
$
|
58
|
|
$
|
226
|
|
1 Amounts include net deferred loan origination costs of $1.2 million and $983 thousand at March 31, 2020 and December 31, 2019, respectively. Amounts are also net of unaccreted purchase discounts on non-PCI loans of $991 thousand at March 31, 2020 and $983 thousand at December 31, 2019.
2 There were no accruing loans past due more than ninety days at March 31, 2020 or December 31, 2019.
We generally make commercial loans to established small and mid-sized businesses to provide financing for their growth and working capital needs, equipment purchases and acquisitions. Management examines historical, current, and projected cash flows to determine the ability of the borrower to repay obligations as agreed. Commercial loans are made based primarily on the identified cash flows of the borrower and secondarily on the underlying collateral and guarantor support. The cash flows of borrowers, however, may not occur as expected, and the collateral securing these loans may fluctuate in value. Most commercial and industrial loans are secured by the assets being financed, such as accounts receivable and inventory, and typically include personal guarantees. We target stable businesses with guarantors who provide additional sources of repayment and have proven to be resilient in periods of economic stress.
Commercial real estate loans are subject to underwriting standards and processes similar to commercial loans discussed above. We underwrite these loans to be repaid from cash flow and to be supported by real property collateral. Underwriting standards for commercial real estate loans include, but are not limited to, debt coverage and loan-to-value ratios. Furthermore, a large majority of our loans are guaranteed by the owners of the properties. Conditions in the real estate markets or in the general economy may adversely affect our commercial real estate loans. In the event of a vacancy, we expect guarantors to carry the loans until they find a replacement tenant. The owner's substantial equity investment provides a strong economic incentive to continue to support the commercial real estate projects. As such, we have generally experienced a relatively low level of loss and delinquencies in this portfolio.
Construction loans are generally made to developers and builders to finance construction, renovation and occasionally land acquisitions in anticipation of near-term development. Construction loans include interest reserves that are used for the payment of interest during the development and marketing periods and capitalized as part of the loan balance. When a construction loan is placed on nonaccrual status before the depletion of the interest reserve, we apply the interest funded by the interest reserve against the loan's principal balance. These loans are underwritten after evaluation of the borrower's financial strength, reputation, prior track record, and independent appraisals. We monitor all construction projects to determine whether they are on schedule, completed as planned and in accordance with the approved construction budgets. Significant events can affect the construction industry, including: the inherent volatility of real estate markets and vulnerability to delays due to weather, change orders, inability to obtain construction permits, labor or material shortages, and price changes. Estimates of construction costs and value associated with the completed project may be inaccurate. Repayment of construction loans is largely dependent on the ultimate success of the project.
Consumer loans primarily consist of home equity lines of credit, other residential loans and floating homes, along with a small number of installment loans. Our other residential loans include tenancy-in-common fractional interest loans ("TIC") located almost entirely in San Francisco County. We originate consumer loans utilizing credit score information, debt-to-income ratio and loan-to-value ratio analysis. Diversification among consumer loan types, coupled with relatively small loan amounts that are spread across many individual borrowers, mitigates risk. We do not originate sub-prime residential mortgage loans, nor is it our practice to underwrite loans commonly referred to as "Alt-A mortgages," the characteristics of which are reduced documentation, borrowers with low FICO scores or collateral with high loan-to-value ratios.
We use a risk rating system to evaluate asset quality, and to identify and monitor credit risk in individual loans, and in the loan portfolio. Our definitions of “Special Mention” risk graded loans, or worse, are consistent with those used by the Federal Deposit Insurance Corporation ("FDIC"). Our internally assigned grades are as follows:
Pass and Watch: Loans to borrowers of acceptable or better credit quality. Borrowers in this category demonstrate fundamentally sound financial positions, repayment capacity, credit history, and management expertise. Loans in this category must have an identifiable and stable source of repayment and meet the Bank’s policy regarding debt-service-coverage ratios. These borrowers are capable of sustaining normal economic, market or operational setbacks without significant financial consequences. Negative external industry factors are generally not present. The loan may be secured, unsecured or supported by non-real estate collateral for which the value is more difficult to determine and/or marketability is more uncertain. This category also includes “Watch” loans, where the primary source of repayment has been delayed. “Watch” is intended to be a transitional grade, with either an upgrade or downgrade within a reasonable period.
Special Mention: Potential weaknesses that deserve close attention. If left uncorrected, those potential weaknesses may result in deterioration of the payment prospects for the asset. Special Mention assets do not present sufficient risk to warrant adverse classification.
Substandard: Inadequately protected by either the current sound worth and paying capacity of the obligor or the collateral pledged, if any. A Substandard asset has a well-defined weakness or weaknesses that jeopardize(s) the liquidation of the debt. Substandard assets are characterized by the distinct possibility that we will sustain some loss if such weaknesses or deficiencies are not corrected. Well-defined weaknesses include adverse trends or developments of the borrower’s financial condition, managerial weaknesses and/or significant collateral deficiencies.
Doubtful: Critical weaknesses that make collection or liquidation in full improbable. There may be specific pending events that work to strengthen the asset; however, the amount or timing of the loss may not be determinable. Pending events generally occur within one year of the asset being classified as Doubtful. Examples include: merger, acquisition,
or liquidation; capital injection; guarantee; perfecting liens on additional collateral; and refinancing. Such loans are placed on non-accrual status and usually are collateral-dependent.
We regularly review our credits for accuracy of risk grades whenever we receive new information. Borrowers are generally required to submit financial information at regular intervals. Typically, commercial borrowers with lines of credit are required to submit financial information with reporting intervals ranging from monthly to annually depending on credit size, risk and complexity. In addition, investor commercial real estate borrowers with loans exceeding a certain dollar threshold are usually required to submit rent rolls or property income statements annually. We monitor construction loans monthly. We review home equity and other consumer loans based on delinquency. We also review loans graded “Watch” or worse, regardless of loan type, no less than quarterly.
The following table represents an analysis of the carrying amount in loans, net of deferred fees and costs and purchase premiums or discounts, by internally assigned risk grades, at March 31, 2020 and December 31, 2019.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit Risk Profile by Internally Assigned Risk Grade
|
(in thousands)
|
Commercial and industrial
|
|
Commercial real estate, owner-occupied
|
|
Commercial real estate, investor-owned
|
|
Construction
|
|
Home equity
|
|
Other residential
|
|
Installment and other consumer
|
|
Total
|
|
March 31, 2020
|
|
|
|
|
|
|
|
|
Pass
|
$
|
228,088
|
|
$
|
262,309
|
|
$
|
924,924
|
|
$
|
63,425
|
|
$
|
115,318
|
|
$
|
135,929
|
|
$
|
26,135
|
|
$
|
1,756,128
|
|
Special Mention
|
36,092
|
|
34,681
|
|
4,057
|
|
—
|
|
846
|
|
—
|
|
—
|
|
75,676
|
|
Substandard
|
225
|
|
9,381
|
|
1,498
|
|
—
|
|
804
|
|
—
|
|
148
|
|
12,056
|
|
Total loans
|
$
|
264,405
|
|
$
|
306,371
|
|
$
|
930,479
|
|
$
|
63,425
|
|
$
|
116,968
|
|
$
|
135,929
|
|
$
|
26,283
|
|
$
|
1,843,860
|
|
December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pass
|
$
|
209,213
|
|
$
|
264,766
|
|
$
|
945,757
|
|
$
|
61,095
|
|
$
|
114,935
|
|
$
|
136,657
|
|
$
|
27,538
|
|
$
|
1,759,961
|
|
Special Mention
|
37,065
|
|
35,016
|
|
560
|
|
—
|
|
750
|
|
—
|
|
—
|
|
73,391
|
|
Substandard
|
409
|
|
9,042
|
|
—
|
|
—
|
|
339
|
|
—
|
|
144
|
|
9,934
|
|
Total loans
|
$
|
246,687
|
|
$
|
308,824
|
|
$
|
946,317
|
|
$
|
61,095
|
|
$
|
116,024
|
|
$
|
136,657
|
|
$
|
27,682
|
|
$
|
1,843,286
|
|
Troubled Debt Restructuring
Our loan portfolio includes certain loans modified in a troubled debt restructuring (“TDR”), where we have granted economic concessions to borrowers experiencing financial difficulties. These concessions typically result from our loss mitigation activities and could include reductions in the interest rate, payment extensions, forgiveness of principal, forbearance or other actions. TDRs on non-accrual status at the time of restructure may be returned to accruing status after Management considers the borrower’s sustained repayment performance for a reasonable period, generally nine months, and obtains reasonable assurance of repayment and performance.
We may remove a loan from TDR designation if it meets all of the following conditions:
|
|
•
|
The loan is subsequently refinanced or restructured at current market interest rates and the new terms are consistent with the treatment of creditworthy borrowers under regular underwriting standards;
|
|
|
•
|
The borrower is no longer considered to be in financial difficulty;
|
|
|
•
|
Performance on the loan is reasonably assured; and
|
|
|
•
|
Existing loan did not have any forgiveness of principal or interest.
|
The same Management level that approved the loan classification upgrade must approve the removal of TDR status. There were no loans removed from TDR designation during the three months ended March 31, 2020 and 2019.
In accordance with Section 4013 of the CARES Act, we elected to suspend the requirements under GAAP for loan modifications related to the COVID-19 pandemic that would otherwise be designated as TDRs or considered impaired for accounting purposes. The temporary suspension became effective March 1, 2020 and ends on either the earlier of 60 days after the national emergency is terminated or December 31, 2020 for loans that were less than 30 days delinquent as of December 31, 2019. The suspension is not applicable to any TDRs that are not related to the pandemic. As of April 30, 2020, we approved 253 loan modifications for principal and/or interest deferrals for up to 120 days on loan balances totaling $358 million that, pursuant to the CARES Act, we did not evaluate for TDR designation but may have otherwise been TDRs under GAAP.
The following table summarizes the carrying amount of TDR loans by loan class as of March 31, 2020 and December 31, 2019.
|
|
|
|
|
|
|
|
(in thousands)
|
|
Recorded Investment in Troubled Debt Restructurings 1
|
March 31, 2020
|
|
December 31, 2019
|
|
Commercial and industrial
|
$
|
975
|
|
$
|
1,223
|
|
Commercial real estate, owner-occupied
|
6,997
|
|
6,998
|
|
Commercial real estate, investor-owned
|
1,756
|
|
1,770
|
|
Home equity
|
251
|
|
251
|
|
Other residential
|
449
|
|
452
|
|
Installment and other consumer
|
731
|
|
639
|
|
Total
|
$
|
11,159
|
|
$
|
11,333
|
|
1There were no acquired TDR loans as of March 31, 2020 or December 31, 2019. TDR loans on non-accrual status totaled $57 thousand and $58 thousand at March 31, 2020 and December 31, 2019, respectively.
The following table presents information for loans modified in a TDR during the presented periods, including the number of modified contracts, the recorded investment in the loans prior to modification, and the recorded investment in the loans at period end after being restructured. The table excludes fully charged-off TDR loans and loans modified in a TDR and subsequently paid-off during the years presented, if applicable.
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in thousands)
|
Number of Contracts Modified
|
|
Pre-Modification Outstanding Recorded Investment
|
|
Post-Modification Outstanding Recorded Investment
|
|
Post-Modification Outstanding Recorded Investment at Period End
|
|
TDRs during the three months ended March 31, 2020:
|
|
|
|
|
Commercial and industrial
|
1
|
|
$
|
170
|
|
$
|
162
|
|
$
|
144
|
|
Installment and other consumer
|
2
|
|
$
|
103
|
|
$
|
103
|
|
$
|
103
|
|
|
3
|
|
$
|
273
|
|
$
|
265
|
|
$
|
247
|
|
TDRs during the three months ended March 31, 2019:
|
|
|
|
|
|
|
|
|
None
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
The loans modified in 2020 reflected debt consolidation, interest rate concessions, and/or other loan term and payment modifications. During the three months ended March 31, 2020 and 2019, there were no defaults on loans that had been modified in a TDR within the prior twelve-month period. We report defaulted TDRs based on a payment default definition of more than ninety days past due.
Impaired Loans
The following tables summarize information by class on impaired loans and their related allowances. Total impaired loans include non-accrual loans and accruing TDR loans.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
Commercial and industrial
|
|
Commercial real estate, owner-occupied
|
|
Commercial real estate, investor-owned
|
|
Construction
|
|
Home equity
|
|
Other residential
|
|
Installment and other consumer
|
|
Total
|
|
March 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recorded investment in impaired loans:
|
|
|
|
|
|
|
With no specific allowance recorded
|
$
|
830
|
|
$
|
—
|
|
$
|
942
|
|
$
|
—
|
|
$
|
633
|
|
$
|
449
|
|
$
|
95
|
|
$
|
2,949
|
|
With a specific allowance recorded
|
145
|
|
6,997
|
|
1,756
|
|
—
|
|
251
|
|
—
|
|
636
|
|
9,785
|
|
Total recorded investment in impaired loans
|
$
|
975
|
|
$
|
6,997
|
|
$
|
2,698
|
|
$
|
—
|
|
$
|
884
|
|
$
|
449
|
|
$
|
731
|
|
$
|
12,734
|
|
Unpaid principal balance of impaired loans
|
$
|
968
|
|
$
|
6,993
|
|
$
|
2,693
|
|
$
|
—
|
|
$
|
902
|
|
$
|
448
|
|
$
|
729
|
|
$
|
12,733
|
|
Specific allowance
|
9
|
|
277
|
|
37
|
|
—
|
|
4
|
|
—
|
|
119
|
|
446
|
|
Average recorded investment in impaired loans during the quarter ended March 31, 2020
|
1,099
|
|
6,997
|
|
2,234
|
|
—
|
|
651
|
|
451
|
|
685
|
|
12,117
|
|
Interest income recognized on impaired loans during the quarter ended March 31, 20201
|
14
|
|
66
|
|
19
|
|
—
|
|
4
|
|
5
|
|
7
|
|
115
|
|
Average recorded investment in impaired loans during the quarter ended
March 31, 2019
|
1,666
|
|
6,997
|
|
1,816
|
|
2,690
|
|
580
|
|
461
|
|
680
|
|
14,890
|
|
Interest income recognized on impaired loans during the quarter ended
March 31, 20191
|
22
|
|
66
|
|
20
|
|
42
|
|
4
|
|
5
|
|
6
|
|
165
|
|
1 No interest income was recognized on a cash basis during the three months ended March 31, 2020 and 2019.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
Commercial and industrial
|
|
Commercial real estate, owner-occupied
|
|
Commercial real estate, investor-owned
|
|
Construction
|
|
Home equity
|
|
Other residential
|
|
Installment and other consumer
|
|
Total
|
|
December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recorded investment in impaired loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
With no specific allowance recorded
|
$
|
349
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
167
|
|
$
|
452
|
|
$
|
98
|
|
$
|
1,066
|
|
With a specific allowance recorded
|
874
|
|
6,998
|
|
1,770
|
|
—
|
|
251
|
|
—
|
|
541
|
|
10,434
|
|
Total recorded investment in impaired loans
|
$
|
1,223
|
|
$
|
6,998
|
|
$
|
1,770
|
|
$
|
—
|
|
$
|
418
|
|
$
|
452
|
|
$
|
639
|
|
$
|
11,500
|
|
Unpaid principal balance of impaired loans
|
$
|
1,209
|
|
$
|
6,992
|
|
$
|
1,764
|
|
$
|
—
|
|
$
|
417
|
|
$
|
451
|
|
$
|
638
|
|
$
|
11,471
|
|
Specific allowance
|
$
|
103
|
|
$
|
195
|
|
$
|
41
|
|
$
|
—
|
|
$
|
5
|
|
$
|
—
|
|
$
|
53
|
|
$
|
397
|
|
Management monitors delinquent loans continuously and identifies problem loans (loans on non-accrual status and loans modified in a TDR) to evaluate individually for impairment. Generally, the recorded investment in impaired loans is net of any charge-offs from estimated losses related to specifically-identified impaired loans when they are deemed uncollectible. There were no charged-off amounts on impaired loans at March 31, 2020 or December 31, 2019. In addition, the recorded investment in impaired loans is net of purchase discounts or premiums on acquired loans and deferred fees and costs. At March 31, 2020 and December 31, 2019, unused commitments to extend credit on impaired loans, including performing loans to borrowers whose terms have been modified in TDRs, totaled $600 thousand and $534 thousand, respectively.
The following tables disclose activity in the allowance for loan losses ("ALLL") and the recorded investment in loans by class, as well as the related ALLL disaggregated by impairment evaluation method.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for Loan Losses Rollforward for the Period
|
(in thousands)
|
Commercial and industrial
|
|
Commercial real estate, owner-occupied
|
|
Commercial real estate, investor-owned
|
|
Construction
|
|
Home equity
|
|
Other residential
|
|
Installment and other consumer
|
|
Unallocated
|
|
Total
|
|
Three months ended March 31, 2020
|
|
|
|
|
|
|
|
Beginning balance
|
$
|
2,334
|
|
$
|
2,462
|
|
$
|
8,483
|
|
$
|
638
|
|
$
|
850
|
|
$
|
973
|
|
$
|
284
|
|
$
|
653
|
|
$
|
16,677
|
|
Provision (reversal)
|
446
|
|
335
|
|
742
|
|
86
|
|
132
|
|
125
|
|
79
|
|
255
|
|
2,200
|
|
Charge-offs
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Recoveries
|
4
|
|
—
|
|
—
|
|
3
|
|
—
|
|
—
|
|
—
|
|
—
|
|
7
|
|
Ending balance
|
$
|
2,784
|
|
$
|
2,797
|
|
$
|
9,225
|
|
$
|
727
|
|
$
|
982
|
|
$
|
1,098
|
|
$
|
363
|
|
$
|
908
|
|
$
|
18,884
|
|
Three months ended March 31, 2019
|
|
|
|
|
|
|
|
Beginning balance
|
$
|
2,436
|
|
$
|
2,407
|
|
$
|
7,703
|
|
$
|
756
|
|
$
|
915
|
|
$
|
800
|
|
$
|
310
|
|
$
|
494
|
|
$
|
15,821
|
|
Provision (reversal)
|
180
|
|
(49
|
)
|
63
|
|
(52
|
)
|
8
|
|
—
|
|
30
|
|
(180
|
)
|
—
|
|
Charge-offs
|
(9
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(9
|
)
|
Recoveries
|
5
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
5
|
|
Ending balance
|
$
|
2,612
|
|
$
|
2,358
|
|
$
|
7,766
|
|
$
|
704
|
|
$
|
923
|
|
$
|
800
|
|
$
|
340
|
|
$
|
314
|
|
$
|
15,817
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for Loan Losses and Recorded Investment in Loans
|
(dollars in thousands)
|
Commercial and industrial
|
|
Commercial real estate, owner-occupied
|
|
Commercial real estate, investor-owned
|
|
Construction
|
|
Home equity
|
|
Other residential
|
|
Installment and other consumer
|
|
Unallocated
|
|
Total
|
|
March 31, 2020
|
Ending ALLL related to loans collectively evaluated for impairment
|
$
|
2,775
|
|
$
|
2,520
|
|
$
|
9,188
|
|
$
|
727
|
|
$
|
978
|
|
$
|
1,098
|
|
$
|
244
|
|
$
|
908
|
|
$
|
18,438
|
|
Ending ALLL related to loans individually evaluated for impairment
|
9
|
|
277
|
|
37
|
|
—
|
|
4
|
|
—
|
|
119
|
|
—
|
|
446
|
|
Ending balance
|
$
|
2,784
|
|
$
|
2,797
|
|
$
|
9,225
|
|
$
|
727
|
|
$
|
982
|
|
$
|
1,098
|
|
$
|
363
|
|
$
|
908
|
|
$
|
18,884
|
|
Recorded Investment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collectively evaluated for impairment
|
$
|
263,430
|
|
$
|
299,374
|
|
$
|
927,781
|
|
$
|
63,425
|
|
$
|
116,084
|
|
$
|
135,480
|
|
$
|
25,552
|
|
$
|
—
|
|
$
|
1,831,126
|
|
Individually evaluated for impairment
|
975
|
|
6,997
|
|
2,698
|
|
—
|
|
884
|
|
449
|
|
731
|
|
—
|
|
12,734
|
|
Total
|
$
|
264,405
|
|
$
|
306,371
|
|
$
|
930,479
|
|
$
|
63,425
|
|
$
|
116,968
|
|
$
|
135,929
|
|
$
|
26,283
|
|
$
|
—
|
|
$
|
1,843,860
|
|
Ratio of allowance for loan losses to total loans
|
1.05
|
%
|
0.91
|
%
|
0.99
|
%
|
1.15
|
%
|
0.84
|
%
|
0.81
|
%
|
1.38
|
%
|
NM
|
|
1.02
|
%
|
Allowance for loan losses to non-accrual loans
|
NM
|
|
NM
|
|
979
|
%
|
NM
|
|
155
|
%
|
NM
|
|
637
|
%
|
NM
|
|
1,157
|
%
|
NM - Not Meaningful
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for Loan Losses and Recorded Investment in Loans
|
(dollars in thousands)
|
Commercial and industrial
|
|
Commercial real estate, owner-occupied
|
|
Commercial real estate, investor-owned
|
|
Construction
|
|
Home equity
|
|
Other residential
|
|
Installment and other consumer
|
|
Unallocated
|
|
Total
|
|
December 31, 2019
|
Ending ALLL related to loans collectively evaluated for impairment
|
$
|
2,231
|
|
$
|
2,267
|
|
$
|
8,442
|
|
$
|
638
|
|
$
|
845
|
|
$
|
973
|
|
$
|
231
|
|
$
|
653
|
|
$
|
16,280
|
|
Ending ALLL related to loans individually evaluated for impairment
|
103
|
|
195
|
|
41
|
|
—
|
|
5
|
|
—
|
|
53
|
|
—
|
|
397
|
|
Ending balance
|
$
|
2,334
|
|
$
|
2,462
|
|
$
|
8,483
|
|
$
|
638
|
|
$
|
850
|
|
$
|
973
|
|
$
|
284
|
|
$
|
653
|
|
$
|
16,677
|
|
Recorded Investment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collectively evaluated for impairment
|
$
|
245,464
|
|
$
|
301,826
|
|
$
|
944,547
|
|
$
|
61,095
|
|
$
|
115,606
|
|
$
|
136,205
|
|
$
|
27,043
|
|
$
|
—
|
|
$
|
1,831,786
|
|
Individually evaluated for impairment
|
1,223
|
|
6,998
|
|
1,770
|
|
—
|
|
418
|
|
452
|
|
639
|
|
—
|
|
11,500
|
|
Total
|
$
|
246,687
|
|
$
|
308,824
|
|
$
|
946,317
|
|
$
|
61,095
|
|
$
|
116,024
|
|
$
|
136,657
|
|
$
|
27,682
|
|
$
|
—
|
|
$
|
1,843,286
|
|
Ratio of allowance for loan losses to total loans
|
0.95
|
%
|
0.80
|
%
|
0.90
|
%
|
1.04
|
%
|
0.73
|
%
|
0.71
|
%
|
1.03
|
%
|
NM
|
|
0.90
|
%
|
Allowance for loan losses to non-accrual loans
|
NM
|
|
NM
|
|
NM
|
|
NM
|
|
506
|
%
|
NM
|
|
490
|
%
|
NM
|
|
7,379
|
%
|
NM - Not Meaningful
Pledged Loans
Our FHLB line of credit is secured under terms of a blanket collateral agreement by a pledge of certain qualifying loans with unpaid principal balances of $1,168.8 million and $1,133.4 million at March 31, 2020 and December 31, 2019, respectively. In addition, we pledge eligible TIC loans, which totaled $116.9 million and $115.7 million at March 31, 2020 and December 31, 2019, respectively, to secure our borrowing capacity with the Federal Reserve Bank ("FRB"). Also, see Note 6, Borrowings.
Related Party Loans
The Bank has, and expects to have in the future, banking transactions in the ordinary course of its business with directors, officers, principal shareholders and their businesses or associates. These loans are granted on substantially the same terms, including interest rates and collateral on loans, as those prevailing at the same time for comparable transactions with persons not related to us. Likewise, these transactions do not involve more than the normal risk of collectability or present other unfavorable features. Related party loans totaled $8.1 million at March 31, 2020 and $8.3 million at December 31, 2019. In addition, undisbursed commitments to related parties totaled $8.9 million at March 31, 2020 and $9.2 million at December 31, 2019.
Note 6: Borrowings and Other Obligations
Federal Funds Purchased – The Bank had unsecured lines of credit with correspondent banks for overnight borrowings totaling $92.0 million at March 31, 2020 and December 31, 2019. In general, interest rates on these lines approximate the federal funds target rate. We had no overnight borrowings under these credit facilities at March 31, 2020 or December 31, 2019.
Federal Home Loan Bank Borrowings – As of March 31, 2020 and December 31, 2019, the Bank had lines of credit with the FHLB totaling $676.8 million and $648.0 million, respectively, based on eligible collateral of certain loans. There were no FHLB overnight borrowings at March 31, 2020 or December 31, 2019.
Federal Reserve Line of Credit – The Bank has a line of credit with the FRBSF secured by certain residential loans. At March 31, 2020 and December 31, 2019, the Bank had borrowing capacity under this line totaling $79.3 million and $80.3 million, respectively, and had no outstanding borrowings with the FRBSF.
Subordinated Debenture – As part of an acquisition in 2013, Bancorp assumed a subordinated debenture due to NorCal Community Bancorp Trust II (the "Trust"), established for the sole purpose of issuing trust preferred securities. The trust preferred securities were sold and issued in private transactions pursuant to an exemption from registration under the Securities Act of 1933, as amended. The subordinated debenture was recorded at fair value totaling $2.14 million at the acquisition date with a contractual balance of $4.12 million. The difference between the contractual balance and the fair value at the acquisition date is accreted into interest expense over the life of the debenture. Accretion on the subordinated debenture totaled $17 thousand for the three months ended March 31, 2020 and 2019. Bancorp has the option to defer payment of the interest on the subordinated debenture for a period of up to five years, as long as there is no event of default. In the event of interest deferral, dividends to Bancorp common stockholders are prohibited. Bancorp has guaranteed, on a subordinated basis, distributions and other payments due on trust preferred securities totaling $4.0 million issued by the Trust, which have identical maturity, repricing and payment terms as the subordinated debenture. The subordinated debenture due to NorCal Community Bancorp Trust II on March 15, 2036 with interest payable quarterly (repricing quarterly, based on 3-month LIBOR plus 1.40%, or 2.14% as of March 31, 2020) is redeemable in whole or in part on any interest payment date.
Other Obligations – The Bank leases certain equipment under finance leases, which are included in borrowings and other obligations in the consolidated statements of condition. See Note 8, Commitments and Contingencies, for additional information.
Note 7: Stockholders' Equity
Dividends
On April 17, 2020, Bancorp declared a $0.23 per share cash dividend, payable on May 8, 2020 to shareholders of record at the close of business on May 1, 2020.
Share-Based Payments
The fair value of stock options as of the grant date is recorded as stock-based compensation expense in the consolidated statements of comprehensive income over the requisite service period, which is generally the vesting period, with a corresponding increase in common stock. Stock-based compensation also includes compensation expense related to the issuance of restricted stock awards. The grant-date fair value of the restricted stock awards, which equals the grant date price, is recorded as compensation expense over the requisite service period with a corresponding increase in common stock as the shares vest. Beginning in 2018, stock option and restricted stock awards issued include a retirement eligibility clause whereby the requisite service period is satisfied at the retirement eligibility date. For those awards, we accelerate the recording of stock-based compensation when the award holder is eligible to retire. However, retirement eligibility does not affect the vesting of restricted stock or the exercisability of the stock options, which are based on the scheduled vesting period.
Performance-based stock awards (restricted stock) are issued to a selected group of employees. Stock award vesting is contingent upon the achievement of pre-established long-term performance goals set by the Compensation Committee of the Board of Directors. Performance is measured over a three-year period and cliff vested. These performance-based stock awards were granted at a maximum opportunity level, and based on the achievement of the pre-established goals, the actual payouts can range from 0% to 200% of the target award. For performance-based stock awards, an estimate is made of the number of shares expected to vest based on the probability that the performance criteria will be achieved to determine the amount of compensation expense to be recognized. The estimate is re-evaluated quarterly and total compensation expense is adjusted for any change in the current period.
We record excess tax benefits (deficiencies) resulting from the exercise of non-qualified stock options, the disqualifying disposition of incentive stock options and vesting of restricted stock awards as income tax benefits (expense) in the consolidated statements of comprehensive income with a corresponding decrease (increase) to current taxes payable.
The holders of unvested restricted stock awards are entitled to dividends on the same per-share ratio as holders of common stock. Tax benefits for dividends paid on unvested restricted stock awards are recorded as tax benefits in the consolidated statements of comprehensive income with a corresponding decrease to current taxes payable. Dividends on forfeited awards are included in stock-based compensation expense.
Stock options and restricted stock may be net settled in a cashless exercise by a reduction in the number of shares otherwise deliverable upon exercise or vesting in satisfaction of the exercise payment and/or applicable tax withholding requirements. During the three months ended March 31, 2020, we withheld 8,409 shares totaling $346 thousand at a weighted-average price of $41.17 for cashless exercises. During the three months ended March 31, 2019, we withheld 6,398 shares totaling $267 thousand at a weighted-average price of $41.78 for cashless exercises. Shares withheld under net settlement arrangements are available for future grants.
Share Repurchase Program
On April 23, 2018, Bancorp announced that its Board of Directors approved a Share Repurchase Program under which Bancorp may repurchase up to $25.0 million of its outstanding common stock through May 1, 2019. Bancorp's Board of Directors subsequently extended the Share Repurchase Program through February 28, 2020. On January 24, 2020, Bancorp Board of Directors approved a new Share Repurchase Program under which Bancorp may repurchase up to $25.0 million of its outstanding common stock through February 28, 2022. The new share repurchase program began on March 1, 2020 and was suspended indefinitely by the Board of Directors on March 20, 2020 to focus our resources on responding to customer needs during the COVID-19 pandemic.
Under the Share Repurchase Program, Bancorp may purchase shares of its common stock through various means such as open market transactions, including block purchases, and privately negotiated transactions. The number of shares repurchased and the timing, manner, price and amount of any repurchases will be determined at Bancorp's discretion. Factors include, but are not limited to, stock price, trading volume and general market conditions, along with Bancorp’s general business conditions. The program may be suspended or discontinued at any time and does not obligate Bancorp to acquire any specific number of shares of its common stock.
As part of the Share Repurchase Program, Bancorp entered into a trading plan adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. The 10b5-1 trading plan permits common stock to be repurchased at times that might otherwise be prohibited under insider trading laws or self-imposed trading restrictions.
The 10b5-1 trading plan is administered by an independent broker and is subject to price, market volume and timing restrictions.
During the three months ended March 31, 2020, Bancorp repurchased 92,664 shares totaling $3.2 million for a cumulative 619,881 shares totaling $25.2 million repurchased from May 1, 2018 through March 31, 2020.
Note 8: Commitments and Contingencies
Financial Instruments with Off-Balance Sheet Risk
We make commitments to extend credit in the normal course of business to meet the financing needs of our customers. These financial instruments include commitments to extend credit in the form of loans or through standby letters of credit. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Because various commitments will expire without being fully drawn, the total commitment amount does not necessarily represent future cash requirements.
Our credit loss exposure is equal to the contractual amount of the commitment in the event of nonperformance by the borrower. We use the same credit underwriting criteria for all credit exposure. The amount of collateral obtained, if deemed necessary by us, is based on Management's credit evaluation of the borrower. Collateral types pledged may include accounts receivable, inventory, other personal property and real property.
The contractual amount of undrawn loan commitments and standby letters of credit not reflected in the consolidated statements of condition are as follows:
|
|
|
|
|
|
|
|
(in thousands)
|
March 31, 2020
|
|
December 31, 2019
|
|
Commercial lines of credit
|
$
|
259,151
|
|
$
|
287,533
|
|
Revolving home equity lines
|
185,715
|
|
189,035
|
|
Undisbursed construction loans
|
31,367
|
|
41,033
|
|
Personal and other lines of credit
|
10,730
|
|
9,567
|
|
Standby letters of credit
|
1,904
|
|
1,964
|
|
Total commitments and standby letters of credit
|
$
|
488,867
|
|
$
|
529,132
|
|
We record an allowance for losses on these off-balance sheet commitments based on an estimate of probabilities of the utilization of these commitments according to our historical experience on different types of commitments and expected loss. The allowance for losses on off-balance sheet commitments totaled $1.2 million and $1.1 million as of March 31, 2020 and December 31, 2019, respectively, which is recorded in interest payable and other liabilities in the consolidated statements of condition.
Pursuant to the CARES Act, on April 6, 2020, we began accepting applications from eligible small businesses and non-profit organizations to participate in the Paycheck Protection Program (“PPP”) administered by the U.S. Small Business Administration (“SBA”). PPP loans have up to a two-year term and earn interest at 1%. In addition, the Bank receives a fee of 1%-5% from the SBA based on the loan amount, which is amortized into interest income over the life of the loan. These loans are fully guaranteed by the SBA and may be forgiven by the SBA if they meet certain requirements in accordance with the terms of the program. As of April 30, 2020, through two waves of SBA funding, we submitted and received approval for 1,452 applications for a total of $294 million. Most have been funded with the remainder to be funded in the next several days.
Leases
We lease premises under long-term non-cancelable operating leases with remaining terms of 1 year to 13 years, most of which include escalation clauses and one or more options to extend the lease term, and some of which contain lease termination clauses. Lease terms may include certain renewal options that were considered reasonably certain to be exercised.
We lease certain equipment under finance leases with initial terms of 3 years to 5 years. The equipment finance leases do not contain renewal options, bargain purchase options or residual value guarantees.
The following table shows the balances of operating and finance lease right-of-use assets and lease liabilities as of March 31, 2020.
|
|
|
|
|
|
|
|
(in thousands)
|
March 31, 2020
|
|
December 31, 2019
|
|
Operating leases:
|
|
|
Operating lease right-of-use assets
|
$
|
22,225
|
|
$
|
11,002
|
|
Operating lease liabilities
|
$
|
23,726
|
|
$
|
12,615
|
|
Finance leases:
|
|
|
Finance lease right-of-use assets
|
$
|
396
|
|
$
|
379
|
|
Accumulated amortization
|
(213
|
)
|
(170
|
)
|
Finance lease right-of-use assets, net1
|
$
|
183
|
|
$
|
209
|
|
Finance lease liabilities2
|
$
|
185
|
|
$
|
212
|
|
1 Included in premises and equipment in the consolidated statements of condition.
|
|
2 Included in borrowings and other obligations in the consolidated statements of condition.
|
|
The following table shows supplemental disclosures of noncash investing and financing activities for the period presented.
|
|
|
|
|
|
|
|
|
Three months ended
|
(in thousands)
|
March 31, 2020
|
March 31, 2019
|
Right-of-use assets obtained in exchange for operating lease liabilities
|
$
|
12,178
|
|
$
|
266
|
|
Right-of-use assets obtained in exchange for finance lease liabilities
|
$
|
18
|
|
$
|
—
|
|
Reclassification of deferred rent and unamortized lease incentives from other liabilities to operating lease right-of-use assets upon adoption of ASC 842
|
$
|
—
|
|
$
|
1,967
|
|
The following table shows components of operating and finance lease cost.
|
|
|
|
|
|
|
|
|
Three months ended
|
(in thousands)
|
March 31, 2020
|
March 31, 2019
|
Operating lease cost
|
$
|
1,055
|
|
$
|
1,004
|
|
Variable lease cost
|
2
|
|
—
|
|
Total operating lease cost1
|
1,057
|
|
1,004
|
|
Finance lease cost:
|
|
|
Amortization of right-of-use assets2
|
$
|
44
|
|
$
|
42
|
|
Interest on finance lease liabilities3
|
1
|
|
2
|
|
Total finance lease cost
|
$
|
45
|
|
$
|
44
|
|
Total lease cost
|
$
|
1,102
|
|
$
|
1,048
|
|
1 Included in occupancy and equipment expense in the consolidated statements of comprehensive income.
|
|
2 Included in depreciation and amortization in the consolidated statements of comprehensive income.
|
|
3 Included in interest on borrowings and other obligations in the consolidated statements of comprehensive income.
|
|
The following table shows the future minimum lease payments, weighted average remaining lease terms, and weighted average discount rates under operating and finance lease arrangements as of March 31, 2020. The discount rates used to calculate the present value of lease liabilities were based on the collateralized FHLB borrowing rates that were commensurate with lease terms and minimum payments on the later of the date we adopted the new lease accounting standards or lease commencement date.
|
|
|
|
|
|
|
|
|
(in thousands)
|
March 31, 2020
|
Year
|
Operating Leases
|
|
|
Finance Leases
|
|
2020
|
$
|
3,360
|
|
|
$
|
129
|
|
2021
|
3,546
|
|
|
42
|
|
2022
|
3,172
|
|
|
13
|
|
2023
|
2,716
|
|
|
4
|
|
2024
|
2,075
|
|
|
—
|
|
Thereafter
|
11,133
|
|
|
—
|
|
Total minimum lease payments
|
26,002
|
|
|
188
|
|
Amounts representing interest (present value discount)
|
(2,276
|
)
|
|
(3
|
)
|
Present value of net minimum lease payments (lease liability)
|
$
|
23,726
|
|
|
$
|
185
|
|
|
|
|
|
Weighted average remaining term (in years)
|
8.7
|
|
|
1.4
|
|
Weighted average discount rate
|
2.19
|
%
|
|
2.69
|
%
|
Litigation Matters
Bancorp may be party to legal actions that arise from time to time in the normal course of business. Bancorp's Management is not aware of any pending legal proceedings to which either it or the Bank may be a party or has recently been a party that will have a material adverse effect on the financial condition or results of operations of Bancorp or the Bank.
The Bank is responsible for a proportionate share of certain litigation indemnifications provided to Visa U.S.A. ("Visa") by its member banks in connection with Visa's lawsuits related to anti-trust charges and interchange fees ("Covered Litigation"). Our proportionate share of the litigation indemnification liability does not change or transfer upon the sale of our Class B Visa shares to member banks. Visa established an escrow account to pay for settlements or judgments in the Covered Litigation. Under the terms of the U.S. retrospective responsibility plan, when Visa funds the litigation escrow account, it triggers a conversion rate reduction of the Class B common stock to shares of Class A common stock, effectively reducing the aggregate value of the Class B common stock held by Visa's member banks like us.
In 2012, Visa had reached a $4.0 billion interchange multidistrict litigation class settlement agreement with plaintiffs representing a class of U.S. retailers. On September 17, 2018, Visa signed an amended settlement agreement with the putative class action plaintiffs of the U.S. interchange multidistrict litigation that superseded the 2012 settlement agreement. Visa's share of the settlement amount under the amended class settlement agreement increased to $4.1 billion. On September 27, 2019, Visa deposited an additional $300 million into the litigation escrow account. Certain merchants chose to opt out of the class settlement agreement and on December 13, 2019, the court entered the final judgment order approving the amended settlement agreement. On December 27, 2019, Visa received a takedown payment of approximately $467 million, which was deposited into the litigation escrow account with a corresponding increase in accrued litigation to address opt-out claims. The escrow balance of $1.3 billion as of March 31, 2020, combined with funds previously deposited with the court, are expected to cover the settlement payment obligations.
The outcome of the Covered Litigation affects the conversion rate of Visa Class B common stock held by us to Visa Class A common stock, as discussed above and in Note 4, Investment Securities. The final conversion rate might change depending on the final settlement payments, and the full effect on member banks is still uncertain. Litigation is ongoing and until the court approval process is complete, there is no assurance that Visa will resolve the claims as contemplated by the amended class settlement agreement, and additional lawsuits may arise from individual merchants who opted out of the class settlement. However, until the escrow account is fully depleted and the conversion rate of Class B to Class A common stock is reduced to zero, no future cash settlement payments are required by the member banks, such as us, on the Covered Litigation. Therefore, we are not required to record any contingent liabilities for the indemnification related to the Covered Litigation, as we consider the probability of losses to be remote.
Note 9: Derivative Financial Instruments and Hedging Activities
We entered into interest rate swap agreements, primarily as an asset/liability management strategy, in order to mitigate the changes in the fair value of specified long-term fixed-rate loans (or firm commitments to enter into long-term fixed-rate loans) caused by changes in interest rates. These hedges allow us to offer long-term fixed-rate loans to customers
without assuming the interest rate risk of a long-term asset. Converting our fixed-rate interest payments to floating-rate interest payments, generally benchmarked to the one-month U.S. dollar LIBOR index, protects us against changes in the fair value of our loans associated with fluctuating interest rates.
Our credit exposure, if any, on interest rate swap asset positions is limited to the fair value (net of any collateral pledged to us) and interest payments of all swaps by each counterparty. Conversely, when an interest rate swap is in a liability position exceeding a certain threshold, we may be required to post collateral to the counterparty in an amount determined by the agreements. Collateral levels are monitored and adjusted on a regular basis for changes in interest rate swap values.
As of March 31, 2020, we had five interest rate swap agreements, which are scheduled to mature in June 2031, October 2031, July 2032, August 2037 and October 2037. All of our derivatives are accounted for as fair value hedges. The notional amounts of the interest rate contracts are equal to the notional amounts of the hedged loans. Our interest rate swap payments are settled monthly with counterparties. Accrued interest on the swaps totaled $11 thousand at March 31, 2020 and $6 thousand at December 31, 2019. Information on our derivatives follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset Derivatives
|
|
Liability Derivatives
|
(in thousands)
|
March 31,
2020
|
December 31, 2019
|
|
March 31,
2020
|
December 31, 2019
|
Fair value hedges:
|
|
|
|
|
|
Interest rate contracts notional amount
|
$
|
—
|
|
$
|
—
|
|
|
$
|
16,711
|
|
$
|
16,956
|
|
Interest rate contracts fair value1
|
$
|
—
|
|
$
|
—
|
|
|
$
|
2,618
|
|
$
|
1,178
|
|
1 See Note 3, Fair Value of Assets and Liabilities, for valuation methodology.
The following table presents the carrying amount and associated cumulative basis adjustment related to the application of fair value hedge accounting that is included in the carrying amount of hedged assets as of March 31, 2020 and December 31, 2019.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying Amounts of Hedged Assets
|
|
Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Loans
|
(in thousands)
|
March 31, 2020
|
December 31, 2019
|
|
March 31, 2020
|
December 31, 2019
|
Loans
|
$
|
19,125
|
|
$
|
17,900
|
|
|
$
|
2,414
|
|
$
|
944
|
|
The following table presents the net gains (losses) recognized in interest income on loans on the consolidated statements of comprehensive income related to our derivatives designated as fair value hedges.
|
|
|
|
|
|
|
|
|
Three months ended
|
(in thousands)
|
March 31, 2020
|
March 31, 2019
|
Interest and fees on loans 1
|
$
|
20,887
|
|
$
|
20,695
|
|
Decrease in value of designated interest rate swaps due to LIBOR interest rate movements
|
$
|
(1,440
|
)
|
$
|
(357
|
)
|
Payment on interest rate swaps
|
(67
|
)
|
(12
|
)
|
Increase in value of hedged loans
|
1,470
|
|
362
|
|
Decrease in value of yield maintenance agreement
|
(3
|
)
|
(4
|
)
|
Net losses on fair value hedging relationships recognized in interest income
|
$
|
(40
|
)
|
$
|
(11
|
)
|
1 Represents the income line item in the statement of comprehensive income in which the effects of fair value hedges are recorded.
Our derivative transactions with counterparties are under International Swaps and Derivative Association (“ISDA”) master agreements that include “right of set-off” provisions. “Right of set-off” provisions are legally enforceable rights to offset recognized amounts and there may be an intention to settle such amounts on a net basis. We do not offset such financial instruments for financial reporting purposes.
Information on financial instruments that are eligible for offset in the consolidated statements of condition follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Offsetting of Financial Assets and Derivative Assets
|
|
|
Gross Amounts
|
Net Amounts of
|
Gross Amounts Not Offset in
|
|
|
Gross Amounts
|
Offset in the
|
Assets Presented
|
the Statements of Condition
|
|
|
of Recognized
|
Statements of
|
in the Statements
|
Financial
|
Cash Collateral
|
|
(in thousands)
|
Assets
|
Condition
|
of Condition
|
Instruments
|
Received
|
Net Amount
|
March 31, 2020
|
|
|
|
|
|
|
Derivatives by Counterparty:
|
|
|
|
|
|
|
Counterparty A
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Total
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
December 31, 2019
|
|
|
|
|
|
|
Derivatives by Counterparty:
|
|
|
|
|
|
|
Counterparty A
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Total
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Offsetting of Financial Liabilities and Derivative Liabilities
|
|
|
Gross Amounts
|
Net Amounts of
|
Gross Amounts Not Offset in
|
|
|
Gross Amounts
|
Offset in the
|
Liabilities Presented
|
the Statements of Condition
|
|
|
of Recognized
|
Statements of
|
in the Statements
|
Financial
|
Cash Collateral
|
|
(in thousands)
|
Liabilities1
|
Condition
|
of Condition1
|
Instruments
|
Pledged
|
Net Amount
|
March 31, 2020
|
|
|
|
|
|
|
Derivatives by Counterparty:
|
|
|
|
|
|
|
Counterparty A
|
$
|
2,618
|
|
$
|
—
|
|
$
|
2,618
|
|
$
|
—
|
|
$
|
(2,260
|
)
|
$
|
358
|
|
Total
|
$
|
2,618
|
|
$
|
—
|
|
$
|
2,618
|
|
$
|
—
|
|
$
|
(2,260
|
)
|
$
|
358
|
|
December 31, 2019
|
|
|
|
|
|
|
Derivatives by Counterparty:
|
|
|
|
|
|
|
Counterparty A
|
$
|
1,178
|
|
$
|
—
|
|
$
|
1,178
|
|
$
|
—
|
|
$
|
(1,178
|
)
|
$
|
—
|
|
Total
|
$
|
1,178
|
|
$
|
—
|
|
$
|
1,178
|
|
$
|
—
|
|
$
|
(1,178
|
)
|
$
|
—
|
|
1 Amounts exclude accrued interest on swaps.
For more information on how we account for our interest rate swaps, refer to Note 1 to the Consolidated Financial Statements included in our 2019 Form 10-K filed with the SEC on March 13, 2020.