ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management’s discussion and analysis of financial condition and results of operations should be read in conjunction with the Consolidated Financial Statements, the notes thereto, and other statistical information included in this Annual Report.
Executive Summary
The Company offers a wide range of private banking and wealth management services to high net worth individuals, families, businesses and select institutions through its two reportable segments: (i) Private Banking and (ii) Wealth Management and Trust. This Executive Summary provides an overview of the most significant aspects of our operating segments and the Company’s operations. Details of the matters addressed in this summary are provided elsewhere in this document and, in particular, in the sections immediately following.
In October 2018, the Company entered into an agreement to sell its ownership interest in Bingham, Osborn & Scarborough, LLC (“BOS”) to the management team of BOS. The transaction closed in December 2018. In December 2017, the Company entered into an agreement to sell its ownership interest in Anchor Capital Advisors, LLC (“Anchor”) to the management team of Anchor. The transaction closed in April 2018. The results of BOS and Anchor for the periods held through the respective closing dates are included in the results of the Holding Company and Eliminations segment.
Net income attributable to the Company was $80.0 million for the year ended December 31, 2019, compared to $80.4 million in 2018 and $40.6 million in 2017. The Company recognized diluted earnings per share of $0.97 for the year ended December 31, 2019, compared to $0.92 in 2018 and $0.42 in 2017.
Key items that affected the Company’s 2019 results include:
•Net interest income for the year ended December 31, 2019 was $228.1 million, a decrease of $6.5 million, or 3%, compared to 2018. The decrease was primarily driven by the impact of higher funding costs, particularly money market deposits, partially offset by higher yields on loans, primarily residential and commercial and industrial loans. Net interest margin (“NIM”) decreased 12 basis points to 2.80% in 2019 from 2.92% in 2018. The decrease in 2019 was primarily driven by an increase in the total cost of deposits of 0.28%, partially offset by an increase in the yield on interest-earning assets of 0.14%.
•Total core fees and income, which includes Wealth management and trust fees, Investment management fees, Other banking fee income, and Gain on sale of loans, net for the year ended December 31, 2019 was $98.5 million, a decrease of $33.1 million, or 25%, from 2018. The decrease was primarily driven by the impact of the sales of BOS and Anchor in 2018. Excluding the impact of the sales, Total core fees and income decreased $2.4 million primarily driven by a decrease in Wealth management and trust fees, partially offset by an increase in Other banking fee income.
•Average total loans for the year ended December 31, 2019 were $7.0 billion, an increase of 5% from 2018, driven primarily by an increase in residential mortgage and commercial and industrial loans.
•Average total deposits for the year ended December 31, 2019 were $6.7 billion, an increase of 2% from 2018, primarily driven by an increase in money market accounts, partially offset by a decrease in savings and NOW accounts.
•The Company recorded a credit to the provision for loan losses of $3.6 million for the year ended December 31, 2019, compared to a credit of $2.2 million in 2018. The 2019 credit to the provision for loan losses was primarily driven by a net decrease in criticized and classified loans and a decrease in quantitative and qualitative loss factors, partially offset by a change in loan mix and loan volume.
•Total operating expense for the year ended December 31, 2019 were $230.2 million, a decrease of $37.1 million, or 14%, from 2018. The decrease was primarily driven by the impact of the sales of BOS and Anchor in 2018. Excluding the impact of these sales and the Restructuring charges, Total operating expense decreased $8.9 million, or 4%, primarily due to lower Salaries and benefits expense, partially offset by higher Professional services expense.
•AUM, excluding Anchor and BOS, increased $0.8 billion, or 5%, for the year ended December 31, 2019 to $16.8 billion, primarily driven by favorable market returns of $2.4 billion, partially offset by $1.6 billion of net outflows.
Private Banking
The following table presents a summary of selected financial data for the Private Banking segment for 2019, 2018, and 2017.
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As of and for the year ended December 31,
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2019 vs. 2018
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2018 vs. 2017
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2019
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2018
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2017
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$ Change
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% Change
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$ Change
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% Change
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(In thousands)
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Net interest income
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$
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231,796
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$
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238,036
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$
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227,280
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$
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(6,240)
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(3)
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%
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$
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10,756
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5
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%
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Fees and other income
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13,869
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9,366
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10,856
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4,503
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48
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%
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(1,490)
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(14)
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%
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Total revenue
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245,665
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247,402
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238,136
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(1,737)
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(1)
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%
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9,266
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4
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%
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Provision/(credit) for loan losses
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(3,564)
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(2,198)
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(7,669)
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(1,366)
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62
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%
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5,471
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(71)
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%
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Operating expense, before restructuring
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156,639
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158,646
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149,008
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(2,007)
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(1)
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%
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9,638
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6
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%
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Restructuring expense
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1,252
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6,617
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—
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(5,365)
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(81)
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%
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6,617
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nm
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Total operating expense
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157,891
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165,263
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149,008
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(7,372)
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(4)
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%
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16,255
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11
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%
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Income before income taxes
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91,338
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84,337
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96,797
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7,001
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8
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%
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(12,460)
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(13)
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%
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Income tax expense
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19,110
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16,313
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43,356
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2,797
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17
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%
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(27,043)
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(62)
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%
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Net income attributable to the Company
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$
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72,228
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$
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68,024
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$
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53,441
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$
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4,204
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6
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%
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$
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14,583
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27
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%
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Total loans
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$
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6,976,704
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$
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6,893,158
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$
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6,505,028
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$
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83,546
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1
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%
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$
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388,130
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6
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%
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Assets
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$
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8,746,289
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$
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8,424,967
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$
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8,177,304
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$
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321,322
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4
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%
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$
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247,663
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3
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%
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Deposits (1)
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$
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7,308,307
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$
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6,852,452
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$
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6,600,934
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$
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455,855
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7
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%
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$
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251,518
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4
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%
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____________
nm - not meaningful
(1)Deposits presented in this table do not include intercompany eliminations related to deposits in the Bank from the Holding Company.
The Company’s Private Banking segment reported Net income attributable to the Company of $72.2 million in the year ended December 31, 2019 compared to $68.0 million in 2018 and $53.4 million in 2017. The increase from 2018 to 2019 was primarily driven by a decrease in Total operating expense of $7.4 million, primarily due to a decrease in Restructuring expense, a decrease in Salaries and employee benefits expense, and a Provision credit for loan losses of $3.6 million. These decreases were partially offset by an increase in Income tax expense of $2.8 million and a decrease in Total revenue of $1.7 million, primarily due to lower Net interest income.
The increase in Net income attributable to the Company from 2017 to 2018 was primarily driven by a decrease in Income tax expense of $27.0 million due to the re-measurement of deferred tax assets at the new lower federal corporate tax rate enacted with the Tax Act in 2017, and an increase in Total revenue of $9.3 million due to higher Net interest income, partially offset by an increase in Total operating expense of $16.3 million due to higher Restructuring expense and Information services expense.
Total loans at the Bank increased $0.1 billion, or 1%, to $7.0 billion at December 31, 2019 from $6.9 billion at December 31, 2018. Total loans were 80% of total assets at the Bank at December 31, 2019, compared to 82% of total assets at December 31, 2018. A discussion of the Company’s loan portfolio can be found below in Part II. Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Loan Portfolio and Credit Quality.”
Deposits at the Bank increased $0.5 billion, or 7%, to $7.3 billion in 2019 from $6.9 billion in 2018. A discussion of the Company’s deposits can be found below in Part II. Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Financial Condition.”
Wealth Management and Trust
The following table presents a summary of selected financial data for the Wealth Management and Trust segment for 2019, 2018, and 2017.
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As of and for the year ended December 31,
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2019 vs. 2018
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2018 vs. 2017
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2019 (1)
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2018 (1)
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2017 (1)
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$ Change
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% Change
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$ Change
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% Change
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(In thousands)
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Net interest income
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$
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407
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$
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338
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$
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122
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$
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69
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20
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%
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$
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216
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nm
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Fees and other income
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75,949
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79,192
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76,237
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(3,243)
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(4)
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%
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2,955
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4
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%
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Total revenue
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76,356
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79,530
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76,359
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(3,174)
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(4)
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%
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3,171
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4
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%
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Operating expense, before restructuring
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57,981
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65,282
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69,966
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(7,301)
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(11)
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%
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(4,684)
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(7)
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%
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Restructuring expense
|
394
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|
1,210
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—
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(816)
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(67)
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%
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1,210
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nm
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Total operating expense
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58,375
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|
66,492
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69,966
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(8,117)
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(12)
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%
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(3,474)
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(5)
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%
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Income before income taxes
|
17,981
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|
|
13,038
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|
|
6,393
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|
4,943
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38
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%
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6,645
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nm
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Income tax expense
|
5,768
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|
4,145
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|
3,982
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1,623
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39
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%
|
|
163
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4
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%
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Net income attributable to the Company
|
$
|
12,213
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|
|
$
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8,893
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|
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$
|
2,411
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|
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$
|
3,320
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|
37
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%
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|
$
|
6,482
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|
nm
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AUM
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$
|
15,224,000
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|
|
$
|
14,206,000
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$
|
14,781,000
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|
$
|
1,018,000
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7
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%
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|
$
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(575,000)
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(4)
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%
|
____________
nm - not meaningful
(1)With the integration of KLS into Boston Private Wealth in the third quarter of 2019, the results of KLS are included in the Wealth Management and Trust segment for all periods. See Part II. Item 8. “Financial Statements and Supplementary Data - Note 3: Asset Sales and Divestitures” for additional information.
The Company’s Wealth Management and Trust segment reported Net income attributable to the Company of $12.2 million in the year ended December 31, 2019 compared to $8.9 million in 2018 and $2.4 million in 2017. The increase in Net income attributable to the Company from 2018 to 2019 was primarily driven by a decrease in Total operating expense of $8.1 million primarily due to a decrease in Salaries and employee benefits expense, Information systems expense, and Restructuring expense, partially offset by a decrease in Total revenue of $3.2 million from lower fees. The increase in operating results from 2017 to 2018 was primarily driven by a decrease in Operating expense, before restructuring of $4.7 million primarily due to a decrease in Salaries and employee benefits expense and an increase of $3.2 million in Total revenue due to higher Wealth management and trust fees from higher levels of business throughout the year.
AUM increased $1.0 billion, or 7%, to $15.2 billion at December 31, 2019 from $14.2 billion at December 31, 2018. In 2019, the increase in AUM was primarily driven by favorable market returns of $2.0 billion, partially offset by net outflows of $1.0 billion. In 2018, the decrease in AUM was primarily driven by unfavorable market returns of $0.7 billion and net outflows of $0.1 billion. The decrease in Total revenue of 4% from the prior year, although there was a 7% increase in AUM, is driven by a reduction in the effective fee rate, and the fact that a portion of the fee income is fixed in nature and is not impacted by AUM.
Critical Accounting Policies
Critical accounting policies reflect significant judgments and uncertainties, which could potentially result in materially different results under different assumptions and conditions. The Company considers the accounting policies below to be its most critical accounting policies, upon which its financial condition depends and which involve the most complex or subjective decisions or assessments.
Allowance for Loan Losses
The allowance for loan losses (the “allowance”) is an estimate of the inherent risk of loss in the loan portfolio as of the Consolidated Balance Sheet dates. Management estimates the level of the allowance based on all relevant information available. Changes to the required level in the allowance result in either a provision for loan loss expense, if an increase is required, or a credit to the provision, if a decrease is required. Loan losses are charged to the allowance when available information confirms that specific loans, or portions thereof, are uncollectible. Recoveries on loans previously charged-off are credited to the allowance when received in cash or when the Bank takes possession of other assets.
The Company’s allowance is accounted for in accordance with guidance issued by various regulatory agencies, including: the Federal Financial Institutions Examination Council Policy Statement on the Allowance for Loan and Lease Losses (December 2006); SEC Staff Accounting Bulletin No. 102, Selected Loan Loss Methodology and Documentation Issues; Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 310, Receivables (“ASC 310”); and ASC 450, Contingencies.
The allowance consists of three primary components: general reserves on pass graded loans, allocated reserves on non-impaired special mention and substandard loans, and the specific reserves on impaired loans. The calculation of the allowance involves a high degree of management judgment and estimates designed to reflect the inherent risk of loss in the loan portfolio at the measurement date.
General reserves are calculated for each loan pool consisting of pass graded loans segregated by portfolio segment by applying estimated net loss percentages based upon the Bank’s actual historical net charge-offs during the historical observation period and loss emergence period. In addition, consideration of qualitative factors are applied to arrive at a total loss factor for each portfolio segment. The rationale for qualitative adjustments is to more accurately reflect the current inherent risk of loss in the respective portfolio segments than would be determined through the sole consideration of the Bank’s actual historical net charge-off rates. The numerical factors assigned to each qualitative factor are based upon observable data, if applicable, as well as management’s analysis and judgment. The qualitative factors considered by the Company include:
•Volume and severity of past due, nonaccrual, and adversely graded loans,
•Volume and terms of loans,
•Concentrations of credit,
•Management’s experience, as well as loan underwriting and loan review policy and procedures,
•Economic and business conditions impacting the Bank’s loan portfolio, as well as consideration of collateral values, and
•External factors, including consideration of loss factor trends, competition, and legal and regulatory requirements.
The Bank makes a determination of the applicable loss rate for these factors based on relevant local market conditions, credit quality, and portfolio mix. Each quarter, management reviews the loss factors to determine if there have been any changes in its loan portfolio, market conditions, or other risk indicators which would result in a change to the current loss factor.
Allocated reserves on non-impaired special mention and substandard loans reflect management’s assessment of increased risk of losses associated with these types of adversely graded loans. An allocated reserve is assigned to these pools of loans based upon management’s consideration of the credit attributes of individual loans within each pool of loans, including consideration of loan to value ratios, past due status, strength and willingness of the guarantors, and other relevant attributes, as well as the qualitative factors considered for the general reserve as discussed above. These considerations are determined separately for each type of portfolio segment. The allocated reserves are a multiple of the general reserve for each respective portfolio segments, with a greater multiple for loans with increased risk (i.e., substandard loans versus special mention loans).
A loan is considered impaired in accordance with ASC 310 when, based upon current information and events, it is probable that a creditor will be unable to collect all amounts due according to the contractual terms of the loan agreement. Impairment is measured based on the fair value of the loan, expected future cash flows discounted at the loan’s effective interest rate, or as a practical expedient, impairment may be determined based upon the observable market price of the loan, or the fair value of the collateral, less estimated costs to sell, if the loan is “collateral dependent.” A loan is collateral dependent if repayment of the loan is expected to be provided solely by the underlying collateral or sale of the underlying collateral. For collateral dependent loans, appraisals are generally used to determine the fair value. When a collateral dependent loan becomes impaired, an updated appraisal of the collateral is obtained, if appropriate. Appraised values are generally discounted for factors such as the Bank’s intention to liquidate the property quickly in a foreclosure sale or the date when the appraisal was performed if the Bank believes that collateral values have declined since the date the appraisal was done. The Bank may use a broker opinion of value in addition to an appraisal to validate the appraised value. In certain instances, the Bank may consider broker opinions of value as well as other qualitative factors while an appraisal is being prepared.
If the loan is deemed to be collateral dependent, generally the difference between the book balance (client balance less any prior charge-offs or client interest payments applied to principal) and the fair value of the collateral is taken as a partial charge-off through the allowance in the current period. If the loan is not determined to be collateral dependent, then a specific allocation to the general reserve is established for the difference between the book balance of the loan and the expected future cash flows discounted at the loan’s effective interest rate. Charge-offs for loans not considered to be collateral dependent are made when it is determined a loss has been incurred. Impaired loans are removed from the general loan pools. There may be instances where the loan is considered impaired although based on the fair value of underlying collateral or the discounted expected future cash flows there is no impairment to be recognized. In addition, all loans which are classified as troubled debt restructurings (“TDRs”) are considered impaired.
In addition to the three primary components of the allowance discussed above (general reserves, allocated reserves on non-impaired special mention and substandard loans, and the specific reserves on impaired loans), the Bank may also maintain an insignificant amount of additional allowance (the unallocated allowance for loan losses). The unallocated reserve
reflects the fact that the allowance is an estimate and contains a certain amount of imprecision risk. It represents risks identified by management that are not already captured in the qualitative factors discussed above. The unallocated allowance for loan losses is not considered significant by the Company and will remain at zero unless additional risk is identified.
While this evaluation process utilizes historical and other objective information, the classification of loans and the establishment of the allowance rely to a great extent on the judgment and experience of management. While management evaluates currently available information in establishing the allowance, future adjustments to the allowance may be necessary if economic conditions differ substantially from the assumptions used in making the evaluations. In addition, various regulatory agencies, as an integral part of their examination process, periodically review a financial institution’s allowance as well as loan grades/classifications. Such agencies may require the financial institution to recognize additions to the allowance or increases to adversely graded loans based on their judgments about information available to them at the time of their examination.
Upon the adoption of ASU 2016-13, Financial Instruments (Topic 326) ("ASU 2016-13") on January 1, 2020, management's processes for the allowance for loan losses has changed. The updates in this standard replace the incurred loss impairment methodology in current GAAP with a current expected credit losses (“CECL”) model methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. See Part II. Item 8. “Financial Statements and Supplementary Data - Note 1: Basis of Presentation and Summary of Significant Accounting Policies” for further details.
Valuation of Goodwill/Intangible Assets and Analysis for Impairment
The Company allocates the cost of an acquired entity to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. Other intangible assets identified in acquisitions generally consist of advisory contracts. The value attributed to advisory contracts is based on the time period over which they are expected to generate economic benefits. The advisory contracts are generally amortized over 8-15 years, depending on the contract.
The excess of the purchase price for acquisitions over the fair value of the net assets acquired, including other intangible assets, is recorded as goodwill. Goodwill is not amortized but is tested for impairment at the reporting unit level, defined as the affiliate level, at least annually in the fourth quarter or more frequently when events or circumstances occur that indicate that it is more likely than not that an impairment has occurred, based on the guidance in ASC 350, Intangibles -Goodwill and Other (“ASC 350”), as updated by ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). Goodwill impairment exists when a reporting unit’s carrying value of goodwill exceeds its implied fair value. In accordance with ASC 350, intangible assets with an indefinite useful economic life are not amortized, but are subject to impairment testing at the reporting unit on an annual basis, or when events or changes in circumstances indicate that the carrying amounts are impaired. Indefinite-lived intangible assets are tested for impairment by comparing the net carrying value of the asset or asset group to the fair value. Intangible asset impairment exists when the carrying value exceeds its implied fair value.
An entity may assess qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50%) that the fair value of a reporting unit is less than its carrying amount, including goodwill (“Step 0”). In evaluating whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, an entity assesses relevant events and circumstances, such as the following:
•Macroeconomic conditions, such as a deterioration in general economic conditions, limitations on accessing capital, or other developments in equity and credit markets.
•Industry and market considerations, such as a deterioration in the environment in which an entity operates, an increased competitive environment, a decline in market-dependent multiples or metrics (considered in both absolute terms and relative to peers), a change in the market for an entity’s products or services, or a regulatory or political development.
•Overall financial performance, such as negative or declining cash flows or a decline in actual or planned revenue or earnings compared with actual and projected results of relevant prior periods.
•Other relevant entity-specific events, such as changes in management, key personnel, strategy, or customers; contemplation of bankruptcy; or litigation.
•Events affecting a reporting unit, such as a change in the composition or carrying amount of its net assets; a more likely than not expectation of selling or disposing all, or a portion, of a reporting unit; the testing for recoverability of a significant asset group within a reporting unit; or recognition of a goodwill impairment loss in the financial statements of a subsidiary that is a component of a reporting unit.
If, after assessing the totality of events or circumstances such as those described in the preceding paragraph, an entity determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then the quantitative goodwill impairment test, as described below, is unnecessary.
Goodwill is tested for impairment by estimating the fair value of a reporting unit. Significant judgment is applied when goodwill is assessed for impairment. This judgment includes developing cash flow projections, selecting appropriate discount rates, identifying relevant market comparables, incorporating general economic and market conditions, and selecting an appropriate control premium. The selection and weighting of the various fair value techniques may result in a higher or lower fair value. Judgment is applied in determining the weightings that are most representative of fair value.
Quantitative impairment testing requires a comparison of each reporting unit’s fair value to carrying value to identify potential impairment. If the carrying amount of a reporting unit exceeds the reporting unit’s fair value, an impairment loss is recognized. In adopting ASU 2017-04, the Company measures that loss as an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. Additionally, the Company considers the income tax effect from any tax deductible goodwill on the carrying amount of the reporting unit, if applicable, when measuring the goodwill impairment loss.
The fair value of the reporting unit is determined using generally accepted approaches to valuation commonly referred to as the income approach and market approach. Within each category, a variety of methodologies exist to assist in the estimation of fair value. A valuation consultant may be engaged to assist with the valuations.
The Wealth Management and Trust segment is the only reportable segment that has goodwill. For the goodwill balances within Wealth Management and Trust, the Company utilizes both the income and market approaches to determine fair value. The income approach is primarily based on discounted cash flows derived from assumptions of income statement activity. For the market approach, earnings before interest, taxes, depreciation and amortization (“EBITDA”) and revenue multiples of comparable companies are selected and applied to the reporting unit’s applicable metrics.
The fair value of the reporting unit is compared to market capitalization as an assessment of the appropriateness of the fair value measurement. A control premium analysis is performed to determine whether the implied control premium was within range of overall control premiums observed in the market place.
If the carrying amount of the reporting unit’s goodwill is greater than the fair value of the reporting unit’s goodwill, an impairment loss must be recognized for the excess (i.e., recorded goodwill must be written down to the implied fair value of the reporting unit’s goodwill). After a goodwill impairment loss for a reporting unit is measured and recognized, the adjusted carrying amount of the reporting unit’s goodwill becomes the new accounting basis for that goodwill.
Income Tax Estimates
The Company accounts for income taxes in accordance with ASC 740, Income Taxes (“ASC 740”). The deferred tax assets and/or liabilities are determined by multiplying the differences between the financial reporting and tax reporting basis for assets and liabilities by the enacted tax rates expected to be in effect when such differences are recovered or settled. The effect on deferred taxes for a change in tax rates is recognized in income tax expense/(benefit) attributable to continuing operations in the period that includes the enactment date. Valuation allowances on deferred tax assets are estimated based on our assessment of the realizability of such amounts. Significant management judgment is required in determining the provision for income taxes and, in particular, any valuation allowance recorded against our deferred tax assets.
In accordance with ASC 740, deferred tax assets are to be reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The realization of the tax benefit depends upon the existence of sufficient taxable income of the appropriate character within the carry-forward periods.
Management considered the following items in evaluating the need for a valuation allowance:
•The Company had cumulative pre-tax income, as adjusted for permanent book-to-tax differences, during the preceding three year period.
•Deferred tax assets are expected to reverse in periods when there will be taxable income.
•The Company projects sufficient future taxable income to be generated by operations during the available carry-forward period.
•Certain tax planning strategies are available, such as reducing investments in tax-exempt securities.
•The Company has not had any operating loss or tax credit carryovers expiring unused in recent years.
The Company believes that it is more likely than not that the net deferred tax asset as of December 31, 2019 will be realized based primarily upon the ability to generate future taxable income. The Company does not have any capital losses in excess of capital gains as of December 31, 2019.
Results of Operations
Comparison of Years Ended December 31, 2019, 2018 and 2017
Net income. The Company recorded Net income from continuing operations for the year ended December 31, 2019 of $80.4 million, compared to Net income from continuing operations of $81.9 million and $40.2 million in 2018 and 2017, respectively. Net income attributable to the Company, which includes income from both continuing and discontinued operations, if any, less net income attributable to noncontrolling interests, for the year ended December 31, 2019 was $80.0 million, compared to income of $80.4 million and $40.6 million in 2018 and 2017, respectively.
The Company recognized Diluted earnings per share from continuing operations for the year ended December 31, 2019 of $0.97 per share, compared to $0.90 per share and $0.36 per share in 2018 and 2017, respectively. Diluted earnings per share attributable to common shareholders, which includes both continuing and discontinued operations, if any, for the year ended December 31, 2019 was $0.97 per share, compared to earnings of $0.92 per share and $0.42 per share in 2018 and 2017, respectively. Net income from continuing operations in 2019 was positively impacted by a decrease in the redemption value of certain redeemable noncontrolling interests, which increases income available to common shareholders. Net income from continuing operations in 2018 was partially offset by dividends paid on preferred stock, net of a decrease in the redemption value of certain redeemable noncontrolling interests. Net income from continuing operations in 2017 was partially offset by dividends paid on preferred stock and an increase in the redemption value of certain redeemable controlling interests, which decreases income available to common shareholders. See Part II. Item 8. “Financial Statements and Supplementary Data - Note 16: Earnings Per Share” for further detail on the charges made to arrive at income attributable to common shareholders.
The Company's 2018 earnings were impacted by the sale of BOS, which resulted in a gain of $18.1 million and a corresponding income tax expense of $3.5 million; a tax expense of $12.7 million related to the sale of Anchor; and restructuring expense of $7.8 million. The increase in Net interest income in 2018 was driven primarily by higher yields and volumes on loans and investment securities, partially offset by higher deposit and borrowing rates. Additionally, the impact of the sales of BOS and Anchor decreased total core fees and income and total operating expense.
The Company’s 2017 earnings were impacted by a goodwill impairment charge and higher operating expenses as well as lower banking fee income and the loss on the sale of Anchor booked in 2017. These changes were partially offset by higher net interest income, a larger credit to the provision for loan losses, and higher fee based revenue from the non-bank affiliates. In addition, in December 2017, the Tax Act was enacted by the U.S. government. The Company re-measured its deferred tax assets and liabilities at the 21% federal corporate tax rate, reevaluated its investments in affordable housing projects using the 21% federal corporate tax rate, and reduced its deferred tax assets associated with executive compensation that were no longer deductible. As a result of these changes, the Company recorded a federal tax expense of $12.9 million in the fourth quarter of 2017.
The following discussions are based on the Company’s continuing operations, unless otherwise stated.
Condensed Consolidated Statements of Operations
The following table presents selected financial highlights:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
|
|
2019 vs. 2018
|
|
|
|
2018 vs. 2017
|
|
|
|
2019
|
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|
$ Change
|
|
% Change
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income
|
$
|
228,076
|
|
|
$
|
234,566
|
|
|
$
|
224,686
|
|
|
$
|
(6,490)
|
|
|
(3)
|
%
|
|
$
|
9,880
|
|
|
4
|
%
|
Provision/(credit) for loan losses
|
(3,564)
|
|
|
(2,198)
|
|
|
(7,669)
|
|
|
(1,366)
|
|
|
62
|
%
|
|
5,471
|
|
|
(71)
|
%
|
Fees and other income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wealth management and trust fees
|
75,757
|
|
|
99,818
|
|
|
97,921
|
|
|
(24,061)
|
|
|
(24)
|
%
|
|
1,897
|
|
|
2
|
%
|
Investment management fees
|
10,155
|
|
|
21,728
|
|
|
45,515
|
|
|
(11,573)
|
|
|
(53)
|
%
|
|
(23,787)
|
|
|
(52)
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other banking fee income
|
10,948
|
|
|
9,826
|
|
|
8,915
|
|
|
1,122
|
|
|
11
|
%
|
|
911
|
|
|
10
|
%
|
Gain on sale of loans, net
|
1,622
|
|
|
243
|
|
|
451
|
|
|
1,379
|
|
|
nm
|
|
|
(208)
|
|
|
(46)
|
%
|
Gain/(loss) on sale of affiliates
|
—
|
|
|
18,142
|
|
|
(1,264)
|
|
|
(18,142)
|
|
|
(100)
|
%
|
|
19,406
|
|
|
nm
|
|
Other income
|
3,065
|
|
|
240
|
|
|
2,428
|
|
|
2,825
|
|
|
nm
|
|
|
(2,188)
|
|
|
(90)
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fees and other income
|
101,547
|
|
|
149,997
|
|
|
153,966
|
|
|
(48,450)
|
|
|
(32)
|
%
|
|
(3,969)
|
|
|
(3)
|
%
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expense, adjusted
|
228,560
|
|
|
259,527
|
|
|
275,035
|
|
|
(30,967)
|
|
|
(12)
|
%
|
|
(15,508)
|
|
|
(6)
|
%
|
Restructuring expense
|
1,646
|
|
|
7,828
|
|
|
—
|
|
|
(6,182)
|
|
|
(79)
|
%
|
|
7,828
|
|
|
nm
|
|
Impairment of goodwill
|
—
|
|
|
—
|
|
|
24,901
|
|
|
—
|
|
|
nm
|
|
|
(24,901)
|
|
|
(100)
|
%
|
Total operating expense
|
230,206
|
|
|
267,355
|
|
|
299,936
|
|
|
(37,149)
|
|
|
(14)
|
%
|
|
(32,581)
|
|
|
(11)
|
%
|
Income before income taxes
|
102,981
|
|
|
119,406
|
|
|
86,385
|
|
|
(16,425)
|
|
|
(14)
|
%
|
|
33,021
|
|
|
38
|
%
|
Income tax expense
|
22,591
|
|
|
37,537
|
|
|
46,196
|
|
|
(14,946)
|
|
|
(40)
|
%
|
|
(8,659)
|
|
|
(19)
|
%
|
Net income from continuing operations
|
80,390
|
|
|
81,869
|
|
|
40,189
|
|
|
(1,479)
|
|
|
(2)
|
%
|
|
41,680
|
|
|
nm
|
|
Net income from discontinued operations
|
—
|
|
|
2,002
|
|
|
4,870
|
|
|
(2,002)
|
|
|
(100)
|
%
|
|
(2,868)
|
|
|
(59)
|
%
|
Less: Net income attributable to noncontrolling interests
|
362
|
|
|
3,487
|
|
|
4,468
|
|
|
(3,125)
|
|
|
(90)
|
%
|
|
(981)
|
|
|
(22)
|
%
|
Net income attributable to the Company
|
$
|
80,028
|
|
|
$
|
80,384
|
|
|
$
|
40,591
|
|
|
$
|
(356)
|
|
|
—
|
%
|
|
$
|
39,793
|
|
|
98
|
%
|
________________
nm - not meaningful
Net Interest Income and Margin
Net interest income represents the difference between interest earned, primarily on loans and investments, and interest paid on funding sources, primarily deposits and borrowings. Interest rate spread is the difference between the average yield earned on total interest-earning assets and the average rate paid on total interest-bearing liabilities. Net interest margin (“NIM”) is the amount of net interest income expressed as a percentage of average interest-earning assets. The average yield earned on earning assets is the amount of annualized interest income expressed as a percentage of average earning assets. The average rate paid on interest-bearing liabilities is equal to annualized interest expense as a percentage of average interest-bearing liabilities. When credit quality declines and loans are placed on nonaccrual status, NIM can decrease because the same assets are earning less income. $57.9 million of loans that were graded substandard but were still accruing interest income at December 31, 2019 could be placed on nonaccrual status if their credit quality declines further.
Net interest income for the year ended December 31, 2019 was $228.1 million, a decrease of $6.5 million, or 3%, compared to 2018, after an increase of $9.9 million, or 4%, from 2017 to 2018. The decrease in net interest income in 2019 was primarily driven by an increase in rates paid on deposits and borrowings, partially offset by increased yields and volumes on loans. The increase in net interest income in 2018 was also due to higher yields and volumes on loans and investment securities, partially offset by an increase in the rates paid on deposits and borrowings. NIM was 2.80%, 2.92%, and 2.89% for the years ended December 31, 2019, 2018, and 2017, respectively.
The following table presents the composition of the Company’s NIM on a non GAAP basis for the years ended December 31, 2019, 2018, and 2017. Previously, the Company reported NIM on both a GAAP basis and on a fully taxable equivalent (“FTE”) basis to enhance comparability. Currently, the FTE adjustment for interest income on Non-taxable investments and loans is immaterial due to the decline in the Federal tax rate in 2018 and the recent increases in interest expense. Therefore, FTE has not been applied and for comparison purposes, GAAP amounts are shown for all periods presented.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Balance
|
|
|
|
|
|
Interest Income/Expense
|
|
|
|
|
|
Average Yield/Rate
|
|
|
|
|
AVERAGE BALANCE SHEET:
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
AVERAGE ASSETS
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and investments (1):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxable investment securities
|
$
|
217,653
|
|
|
$
|
325,159
|
|
|
$
|
363,760
|
|
|
$
|
4,113
|
|
|
$
|
6,007
|
|
|
$
|
6,393
|
|
|
1.89
|
%
|
|
1.85
|
%
|
|
1.76
|
%
|
Non-taxable investment securities
|
307,005
|
|
|
298,450
|
|
|
296,117
|
|
|
7,702
|
|
|
7,094
|
|
|
6,622
|
|
|
2.51
|
%
|
|
2.38
|
%
|
|
2.24
|
%
|
Mortgage-backed securities
|
502,949
|
|
|
561,929
|
|
|
641,157
|
|
|
10,793
|
|
|
12,091
|
|
|
13,391
|
|
|
2.15
|
%
|
|
2.15
|
%
|
|
2.09
|
%
|
Short-term investments and other
|
110,877
|
|
|
164,712
|
|
|
170,017
|
|
|
4,259
|
|
|
5,187
|
|
|
3,325
|
|
|
3.84
|
%
|
|
3.15
|
%
|
|
1.96
|
%
|
Total cash and investments
|
1,138,484
|
|
|
1,350,250
|
|
|
1,471,051
|
|
|
26,867
|
|
|
30,379
|
|
|
29,731
|
|
|
2.36
|
%
|
|
2.25
|
%
|
|
2.26
|
%
|
Loans: (2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial
|
1,101,635
|
|
|
983,699
|
|
|
981,822
|
|
|
44,949
|
|
|
37,985
|
|
|
33,627
|
|
|
4.08
|
%
|
|
3.86
|
%
|
|
3.42
|
%
|
Commercial real estate
|
2,496,878
|
|
|
2,449,039
|
|
|
2,358,658
|
|
|
115,507
|
|
|
112,037
|
|
|
99,164
|
|
|
4.63
|
%
|
|
4.57
|
%
|
|
4.20
|
%
|
Construction and land
|
206,624
|
|
|
181,315
|
|
|
119,530
|
|
|
10,198
|
|
|
8,731
|
|
|
5,573
|
|
|
4.94
|
%
|
|
4.82
|
%
|
|
4.66
|
%
|
Residential
|
2,983,173
|
|
|
2,806,046
|
|
|
2,533,437
|
|
|
101,122
|
|
|
92,892
|
|
|
80,236
|
|
|
3.39
|
%
|
|
3.31
|
%
|
|
3.17
|
%
|
Home equity
|
88,917
|
|
|
94,823
|
|
|
109,815
|
|
|
4,353
|
|
|
4,320
|
|
|
4,376
|
|
|
4.90
|
%
|
|
4.56
|
%
|
|
3.99
|
%
|
Consumer and other
|
129,701
|
|
|
167,139
|
|
|
188,122
|
|
|
5,451
|
|
|
6,560
|
|
|
5,988
|
|
|
4.20
|
%
|
|
3.92
|
%
|
|
3.18
|
%
|
Total loans
|
7,006,928
|
|
|
6,682,061
|
|
|
6,291,384
|
|
|
281,580
|
|
|
262,525
|
|
|
228,964
|
|
|
4.02
|
%
|
|
3.93
|
%
|
|
3.77
|
%
|
Total earning assets
|
8,145,412
|
|
|
8,032,311
|
|
|
7,762,435
|
|
|
308,447
|
|
|
292,904
|
|
|
258,695
|
|
|
3.79
|
%
|
|
3.65
|
%
|
|
3.48
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Allowance for loan losses
|
74,969
|
|
|
74,174
|
|
|
77,365
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and due from banks
|
47,286
|
|
|
49,282
|
|
|
42,420
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other assets
|
527,269
|
|
|
402,821
|
|
|
440,268
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL AVERAGE ASSETS
|
$
|
8,644,998
|
|
|
$
|
8,410,240
|
|
|
$
|
8,167,758
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AVERAGE LIABILITIES, RNCI, AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing deposits (3):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Savings and NOW
|
$
|
654,712
|
|
|
$
|
694,674
|
|
|
$
|
688,453
|
|
|
$
|
1,099
|
|
|
$
|
1,197
|
|
|
$
|
669
|
|
|
0.17
|
%
|
|
0.17
|
%
|
|
0.10
|
%
|
Money market
|
3,395,842
|
|
|
3,202,616
|
|
|
3,156,305
|
|
|
43,521
|
|
|
27,469
|
|
|
13,799
|
|
|
1.28
|
%
|
|
0.86
|
%
|
|
0.44
|
%
|
Certificates of deposits
|
730,693
|
|
|
714,827
|
|
|
653,486
|
|
|
14,463
|
|
|
11,180
|
|
|
6,416
|
|
|
1.98
|
%
|
|
1.56
|
%
|
|
0.98
|
%
|
Total interest-bearing deposits
|
4,781,247
|
|
|
4,612,117
|
|
|
4,498,244
|
|
|
59,083
|
|
|
39,846
|
|
|
20,884
|
|
|
1.24
|
%
|
|
0.86
|
%
|
|
0.46
|
%
|
Junior subordinated debentures
|
106,363
|
|
|
106,363
|
|
|
106,363
|
|
|
4,189
|
|
|
3,925
|
|
|
2,919
|
|
|
3.94
|
%
|
|
3.69
|
%
|
|
2.71
|
%
|
FHLB borrowings and other
|
748,628
|
|
|
795,050
|
|
|
723,672
|
|
|
17,099
|
|
|
14,567
|
|
|
10,206
|
|
|
2.28
|
%
|
|
1.83
|
%
|
|
1.41
|
%
|
Total interest-bearing liabilities
|
5,636,238
|
|
|
5,513,530
|
|
|
5,328,279
|
|
|
80,371
|
|
|
58,338
|
|
|
34,009
|
|
|
1.43
|
%
|
|
1.06
|
%
|
|
0.64
|
%
|
Noninterest bearing demand deposits (3)
|
1,962,951
|
|
|
1,984,660
|
|
|
1,901,510
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payables and other liabilities
|
247,163
|
|
|
137,323
|
|
|
118,904
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total average liabilities
|
7,846,352
|
|
|
7,635,513
|
|
|
7,348,693
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Redeemable noncontrolling interests
|
1,593
|
|
|
14,859
|
|
|
21,309
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average shareholders’ equity
|
797,053
|
|
|
759,868
|
|
|
797,756
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL AVERAGE LIABILITIES, RNCI, AND SHAREHOLDERS’ EQUITY
|
$
|
8,644,998
|
|
|
$
|
8,410,240
|
|
|
$
|
8,167,758
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income
|
|
|
|
|
|
|
$
|
228,076
|
|
|
$
|
234,566
|
|
|
$
|
224,686
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate spread
|
|
|
|
|
|
|
|
|
|
|
|
|
2.36
|
%
|
|
2.59
|
%
|
|
2.84
|
%
|
Net interest margin
|
|
|
|
|
|
|
|
|
|
|
|
|
2.80
|
%
|
|
2.92
|
%
|
|
2.89
|
%
|
________________________
(1) Investment securities are shown in the average balance sheet at amortized cost.
(2) Average loans include loans held for sale and nonaccrual loans.
(3) Includes deposits held for sale, if any.
Rate-Volume Analysis
The following table describes the extent to which changes in interest rates and changes in the volume of interest-earning assets and interest-bearing liabilities have affected the Company’s interest income and interest expense during the periods indicated. Information is provided in each category with respect to: (i) changes attributable to changes in volumes (changes in average balance multiplied by prior year average yield/rate) and (ii) changes attributable to changes in yield/rate
(change in average interest rate multiplied by prior year average balance), while (iii) changes attributable to the combined impact of volumes and rates have been allocated proportionately to separate volume and rate categories.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2019 vs. 2018
|
|
|
|
|
|
2018 vs. 2017
|
|
|
|
|
|
Change Due To
|
|
|
|
|
|
Change Due To
|
|
|
|
|
|
Rate
|
|
Volume
|
|
Total
|
|
Rate
|
|
Volume
|
|
Total
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
Interest income on interest-earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
Cash and investments
|
$
|
1,430
|
|
|
$
|
(4,942)
|
|
|
$
|
(3,512)
|
|
|
$
|
3,206
|
|
|
$
|
(2,558)
|
|
|
$
|
648
|
|
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial
|
2,235
|
|
|
4,729
|
|
|
6,964
|
|
|
4,294
|
|
|
64
|
|
|
4,358
|
|
Commercial real estate
|
1,266
|
|
|
2,204
|
|
|
3,470
|
|
|
8,972
|
|
|
3,901
|
|
|
12,873
|
|
Construction and land
|
222
|
|
|
1,245
|
|
|
1,467
|
|
|
188
|
|
|
2,970
|
|
|
3,158
|
|
Residential
|
2,265
|
|
|
5,965
|
|
|
8,230
|
|
|
3,747
|
|
|
8,909
|
|
|
12,656
|
|
Home equity
|
311
|
|
|
(278)
|
|
|
33
|
|
|
583
|
|
|
(639)
|
|
|
(56)
|
|
Consumer and other
|
439
|
|
|
(1,548)
|
|
|
(1,109)
|
|
|
1,290
|
|
|
(718)
|
|
|
572
|
|
Total interest and dividend income
|
8,168
|
|
|
7,375
|
|
|
15,543
|
|
|
22,280
|
|
|
11,929
|
|
|
34,209
|
|
Interest expense on interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
Deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Savings and NOW
|
(30)
|
|
|
(68)
|
|
|
(98)
|
|
|
521
|
|
|
7
|
|
|
528
|
|
Money market
|
14,306
|
|
|
1,746
|
|
|
16,052
|
|
|
13,465
|
|
|
205
|
|
|
13,670
|
|
Certificates of deposit
|
3,030
|
|
|
253
|
|
|
3,283
|
|
|
4,113
|
|
|
651
|
|
|
4,764
|
|
Junior subordinated debentures
|
264
|
|
|
—
|
|
|
264
|
|
|
1,006
|
|
|
—
|
|
|
1,006
|
|
FHLB borrowings and other
|
3,423
|
|
|
(891)
|
|
|
2,532
|
|
|
3,280
|
|
|
1,081
|
|
|
4,361
|
|
Total interest expense
|
20,993
|
|
|
1,040
|
|
|
22,033
|
|
|
22,385
|
|
|
1,944
|
|
|
24,329
|
|
Net interest income
|
$
|
(12,825)
|
|
|
$
|
6,335
|
|
|
$
|
(6,490)
|
|
|
$
|
(105)
|
|
|
$
|
9,985
|
|
|
$
|
9,880
|
|
Net interest income. Net interest income decreased 3% from 2018 to 2019, after increasing 4% from 2017 to 2018. The decrease in net interest income in 2019 was primarily driven by an increase in the average rate paid on deposits, partially offset by higher yields and higher average balances of loans, and a decrease in the average balance of borrowings. The increase in net interest income in 2018 was due to higher yields and volumes on loans and investment securities, partially offset by an increase in the average rate paid on deposits and borrowings. These changes are discussed in more detail below.
The Company’s net interest margin decreased 12 basis points to 2.80% in 2019 from 2.92% in 2018, after increasing 3 basis points in 2018 from 2.89% in 2017. The decrease in the Company’s net interest margin in 2019 was driven primarily by the increased cost of deposits and borrowings, partially offset by higher yields on the loan portfolio and interest recoveries on previously nonaccrual loans as loan yields increased at a slower rate than deposits and borrowings. The increase in the Company’s net interest margin in 2018 was primarily driven by the higher yields on investments and loans, partially offset by higher interest rates paid on deposits and borrowings.
Total interest and dividend income. Total interest and dividend income for the year ended December 31, 2019 was $308.4 million, an increase of $15.5 million, or 5%, compared to 2018, after an increase of $34.2 million, or 13%, in 2018 from 2017. The 2019 increase was primarily driven by higher yields on investments and loans and higher volume of loans, partially offset by lower volume of investments. The 2018 increase was primarily driven by higher yields on investments and loans as interest rates rose throughout the year and higher volume of loans, partially offset by lower volume of cash and investments.
The Bank generally has interest income that is either recovered or reversed related to nonaccruing loans each quarter. Based on the net amount recovered or reversed, the impact on interest income and related yields can be either positive or negative. In addition, the Bank collects prepayment penalties on certain commercial loans that pay off prior to maturity which could also impact interest income and related yields positively. The amount and timing of prepayment penalties varies.
Interest income on commercial and industrial loans (including commercial loans and commercial tax-exempt loans), for the year ended December 31, 2019 was $44.9 million, an increase of $7.0 million, or 18%, compared to 2018, after an increase of $4.4 million, or 13%, in 2018 from 2017. The 2019 increase was primarily driven by a 12% increase in the average balance and a 22 basis point increase in average yield. The 2018 increase was primarily the result of a 44 basis point increase in average yield while the average balance remained flat. The 2019 and 2018 changes in the average yield were primarily driven by the impact of the timing of benchmark interest rate increases in 2018 compared to the timing of benchmark interest rate cuts in 2019. The 2019 increase in average balances were primarily driven by organic growth, primarily in the New England region.
Interest income on commercial real estate loans for the year ended December 31, 2019 was $115.5 million, an increase of $3.5 million, or 3%, compared to 2018, after increasing $12.9 million, or 13%, in 2018 from 2017. The 2019 increase was primarily driven by a 6 basis point increase in average yield and a 2% increase in average balance. The 2018 increase was primarily driven by a 4% increase in average balance and a 37 basis point increase in average yield. The 2019 and 2018 changes in the average yield were primarily driven by the impact of the timing of benchmark interest rate increases in 2018 compared to the timing of benchmark interest rate cuts in 2019. The 2019 and 2018 increase in average balances were primarily driven by organic growth, primarily in the Southern California and Northern California regions.
Interest income on construction and land loans for the year ended December 31, 2019 was $10.2 million, an increase of $1.5 million, or 18%, compared to 2018, after increasing $3.2 million, or 57%, in 2018 from 2017. The 2019 increase was primarily driven by a 14% increase in average balance and a 12 basis point increase in average yield. The 2018 increase was primarily driven by a 14 basis point increase in average yield and a 52% increase in average balance. The 2019 and 2018 fluctuations in average balances were primarily driven by organic fluctuations in a small number of large balance loans which show as large percentage changes given the relative size of the total loan balance. The 2019 and 2018 changes in the average yield were primarily driven by the impact of the timing of benchmark interest rate increases in 2018 compared to the timing of benchmark interest rate cuts in 2019.
Interest income on residential mortgage loans for the year ended December 31, 2019 was $101.1 million, an increase of $8.2 million, or 9%, compared to 2018, after also increasing $12.7 million, or 16%, in 2018 from 2017. The 2019 increase was primarily driven by an 6% increase in average balance and an 8 basis point increase in average yield. The 2018 increase was primarily the result of an 11% increase in average balance and a 14 basis point increase in average yield. The 2019 and 2018 increases in the average balances were primarily driven by organic growth of the residential loan portfolio, specifically in the New England and Southern California markets, partially offset by the sale of $190.7 million of residential loans in 2019. The 2019 and 2018 changes in the average yield were primarily driven by new loans being originated at higher interest rates, and the 2018 increase was also driven by increase to the benchmark interest rates to which the variable rate loans are tied.
Interest income on home equity loans for the year ended December 31, 2019 was $4.4 million, remaining flat compared to 2018, after decreasing $0.1 million, or 1%, in 2018 from 2017. The change in 2019 was driven by a 34 basis point increase in average yield, offset by a 6% decrease in the average balance. The 2018 decrease was driven by a 14% decrease in the average balance, partially offset by a 57 basis point increase in average yield. The 2019 and 2018 increases in the average yield were primarily driven by the impact of the timing of benchmark interest rate increases in 2018 compared to the timing of benchmark interest rate cuts in 2019. The 2019 and 2018 decreases in average balances were primarily due to decreases in client demand given the increase in interest rates as the loans are lines of credit.
Interest income on other consumer loans for the year ended December 31, 2019 was $5.5 million, a decrease of $1.1 million, or 17%, compared to 2018, after increasing $0.6 million, or 10%, in 2018 from 2017. The 2019 decrease was primarily the result of a 22% decrease in the average balance, partially offset by an 28 basis point increase in the average yield. The 2018 increase was primarily the result of a 74 basis point increase in average yield, partially offset by an 11% decrease in average balance. The 2019 and 2018 changes in the average yield were primarily driven by the impact of the timing of benchmark interest rate increases in 2018 compared to the timing of benchmark interest rate cuts in 2019. The 2019 and 2018 decreases in average balances were primarily due to changes in client demand.
Investment income for the year ended December 31, 2019 was $26.9 million, a decrease of $3.5 million, or 12%, compared to 2018, after increasing $0.6 million, or 2%, in 2018 from 2017. The 2019 decrease was the result of a 16% decrease in the average balance, partially offset by an 11 basis point increase in the average yield. The 2018 increase was the result of a 23 basis point increase in the average yield, partially offset by an 8% decrease in average balance. The changes in the average yields in 2019 and 2018 were primarily driven by increases in the federal discount rate and higher dividends paid on FHLB stock. The decrease in cash and investments average balances in 2019 and 2018 were primarily driven by the use of investment and other cash flows to fund loan growth instead of reinvesting in additional investment securities in response to a flattening yield curve.
Total interest expense. Total interest expense on deposits and borrowings for the year ended December 31, 2019 was $80.4 million, an increase of $22.0 million, or 38%, compared to 2018, after increasing $24.3 million, or 72%, in 2018 from 2017.
Interest expense on deposits for the year ended December 31, 2019 was $59.1 million, an increase of $19.2 million, or 48%, compared to 2018, after increasing $19.0 million, or 91%, in 2018 from 2017. The 2019 increase was primarily driven by a 38 basis point increase in average rate paid on deposits and a 4% increase in the average balance of total deposits. The 2018 increase was primarily the result of a 40 basis point increase in average rate paid on deposits and a 3% increase in the average balance of deposits. The increase in rates in 2018, which carry forward for much of 2019, impacted all deposit types, specifically money market deposits and certificates of deposits, and was primarily driven by increases to market interest rates. The increase in 2019 and 2018 average balances was driven by increases to money market deposits and certificates of deposit accounts.
Interest paid on borrowings for the year ended December 31, 2019 was $21.3 million, an increase of $2.8 million, or 15%, compared to 2018, after increasing $5.4 million, or 41%, in 2018 from 2017. The 2019 increase was primarily the result of a 45 basis point increase in average rate paid on FHLB borrowings and a 25 basis point increase in the average rate paid on junior subordinated debentures, partially offset by a 6% decrease in average balance of FHLB borrowings and other. The average rate paid on FHLB borrowings is affected by both the yield and the structure or term of the borrowing. The 2018 increase was primarily the result of a 42 basis point increase in average rate paid on FHLB borrowings and other, and a 95 basis point increase in the average rate paid on junior subordinated debentures, as well as a 10% increase in average balance of FHLB borrowings. The 2019 and 2018 increases in average rates paid were the result of increases in market interest rates.
Discussion of Noninterest Condensed Consolidated Statements of Operations
Provision/(credit) for loan losses. For the year ended December 31, 2019, the provision/(credit) for loan losses was a credit of $3.6 million, compared to credits of $2.2 million and $7.7 million in 2018 and 2017, respectively. The 2019 credit to the provision for loan losses was primarily driven by a net decrease in criticized and classified loans and an improvement in loss factors, partially offset by loan growth and a change in loan mix and loan volume. The 2018 credit to the provision for loan losses was primarily driven by net recoveries, an improvement in loss factors, and a decrease in criticized loans, partially offset by loan growth and the composition of the loan portfolio.
The provision/(credit) for loan losses was determined as a result of the required level of the allowance for loan losses, estimated by management, which reflects the inherent risk of loss in the loan portfolio as of the balance sheet dates. The factors used by management to determine the level of the allowance for loan losses include the trends in problem loans, economic and business conditions, strength of management, real estate collateral values, and underwriting standards. For further details, see Part II. Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Loan Portfolio and Credit Quality” below.
Total fees and other income. For the year ended December 31, 2019, Total fees and other income was $101.5 million, a decrease of $48.5 million, or 32%, from the same period in 2018, compared to a decrease of $4.0 million, or 3%, from 2017 to 2018. The 2019 decrease was primarily driven by the sales of Anchor and BOS in 2018 decreasing Investment management fees and Wealth Management and trust fees, and the $18.1 million gain on the sale of BOS in 2018. The 2018 decrease was also primarily driven by the impact of the sales of Anchor and BOS given revenues from Anchor and BOS were earned for a portion of the year, partially offset by the gain on the sale of BOS in 2018.
Wealth management and trust fees income for the year ended December 31, 2019 was $75.8 million, a decrease of $24.1 million, or 24%, from the same period in 2018, compared to an increase of $1.9 million, or 2%, from 2017 to 2018. AUM in the Wealth Management and Trust segment increased $1.0 billion, or 7%, to $15.2 billion at December 31, 2019 from $14.2 billion at December 31, 2018. The AUM increase in 2019 was the result of favorable market returns of $2.0 billion, partially offset by net outflows of $1.0 billion. The decrease in Wealth management and trust fees in 2019 was driven primarily by the sale of BOS in 2018. Fee income from BOS is included within Wealth management and trust fees for the period BOS was owned. See Part II. Item 8. “Financial Statements and Supplementary Data - Note 1: Basis of Presentation and Significant Accounting Policies” for additional information on the reporting of historical results for Anchor and BOS.
Investment management fees income for the year ended December 31, 2019 was $10.2 million, a decrease of $11.6 million, or 53%, from the same period in 2018, compared to a decrease of $23.8 million, or 52%, from 2017 to 2018. The decrease in revenue in 2019 was primarily driven by the sale of Anchor in the second quarter of 2018 and a decrease in fee income at DGHM.
Gain/(loss) on sale of affiliates for the year ended December 31, 2019 was zero, compared to a gain of $18.1 million in 2018 and a loss of $1.3 million in 2017. As discussed above, the gain of $18.1 million in 2018 relates to the sale of BOS and the loss of $1.3 million in 2017 relates to the sale of Anchor.
Other income for the year ended December 31, 2019 was $3.0 million, an increase of $2.1 million, from the same period in 2018, compared to a decrease of $1.2 million, or 59%, from 2017 to 2018. The increase in 2019 was primarily driven by an increase in the value of the rabbi trust securities related to the Company's deferred compensation plan, and an increase in miscellaneous income. The decrease in 2018 was primarily driven by a decrease in the value of the rabbi trust securities related to the Company's deferred compensation plan, and decreases in the market value adjustments on derivatives.
Total operating expense. Total operating expense for the year ended December 31, 2019 was $230.2 million, a decrease of $37.1 million, or 14%, from the same period in 2018, compared to a decrease of $32.6 million, or 11%, from 2017 to 2018. In 2019 and 2018, there were Restructuring expenses of $1.6 million and $7.8 million, respectively, included in Total operating expense. Excluding the Restructuring expenses in 2019 and 2018, operating expense for the year ended December 31, 2019 decreased $31.0 million, or 12%. The decrease in 2019 was primarily driven by the impact of the sales of Anchor and BOS, lower Salaries and employee benefits expense, and lower Information systems expense. In 2018, there was Restructuring expense of $7.8 million and Impairment of goodwill of $24.9 million in 2017 included in Total operating expense. Excluding the Impairment of goodwill and the Restructuring expense, Total operating expense for the year ended December 31, 2018 decreased $15.5 million, or 6%, from 2017 to 2018. The decrease in 2018 was primarily driven by the impact of the sales of Anchor and BOS. See below for additional information on expense drivers.
Salaries and employee benefits expense for the year ended December 31, 2019 was $134.3 million, a decrease of $27.2 million, or 17%, from the same period in 2018, compared to a decrease of $17.0 million, or 10%, from 2017 to 2018. The decrease in 2019 was driven primarily by the impact of the sales of Anchor and BOS as well as realized savings from previously-enacted efficiency initiatives. The decrease in 2018 was primarily driven by the impact of the sale of Anchor, lower performance based compensation, and the impact of the Company's announced restructuring plan.
Occupancy and equipment expense for the year ended December 31, 2019 was $32.0 million, a decrease of $0.1 million, from the same period in 2018, compared to an increase of $2.0 million, or 6%, from 2017 to 2018. The decrease in 2019 was due to fully depreciated leasehold improvements and a gain on lease modifications, partially offset by an increase in rent expense related to new office locations. The increase in 2018 was due to the increase in rent expense related to new office locations as well as leasehold improvements related to office upgrades and new offices.
Professional services expense for the year ended December 31, 2019 was $15.2 million, an increase of $2.1 million, or 16%, from the same period in 2018, compared to a decrease of $0.6 million, or 4%, from 2017 to 2018. The 2019 increase was primarily driven by higher information technology consulting fees related to the implementation of technology initiatives, partially offset by lower recruitment expense. The 2018 decrease was primarily driven by a reduction in recruitment expense and legal expense.
Marketing and business development expense for the year ended December 31, 2019 was $6.4 million, a decrease of $1.2 million, or 16%, from the same period in 2018, compared to a decrease of $0.1 million, or 2%, from 2017 to 2018. The 2019 and 2018 changes were primarily driven by lower travel and business development expenses.
Information systems expense consists of contract servicing, computer hardware and software charges, and technology service agreements. Information systems expense for the year ended December 31, 2019 was $22.6 million, a decrease of $2.5 million, or 10%, from the same period in 2018, compared to an increase of $3.4 million, or 16%, from 2017 to 2018. The decrease in 2019 was primarily due to lower telecommunications expense as a result of previously-enacted efficiency initiatives, and the impact of the sales of Anchor and BOS, partially offset by an increase in technology service agreements related to new technology initiatives. The increase in 2018 was due to higher software depreciation, technology service, and telecommunications costs related to a Company initiative, beginning in 2017, to upgrade its information technology platform.
The Company did not record an Impairment of goodwill for the years ended December 31, 2019 and 2018, but did record a charge of $24.9 million in 2017 related to goodwill impairment taken at Anchor. See Part II. Item 8. “Financial Statements and Supplementary Data - Note 8: Goodwill and Other Intangible Assets” for a discussion of the annual goodwill impairment testing and results.
FDIC insurance expense for the year ended December 31, 2019 was $1.3 million, a decrease of $1.6 million, or 55%, from the same period in 2018, compared to a decrease of $0.1 million, or 4%, from 2017 to 2018. The 2019 decrease was driven by $1.4 million of credits received by the Bank for its FDIC insurance premiums. In January 2019, the Bank received notification from the FDIC that it was eligible for small bank assessment credits of $2.0 million because the FDIC's DIF reserve ratio exceeded the target level. The remaining $0.6 million will be applied to future FDIC insurance premiums if the DIF remains above the target level. The 2018 decrease in FDIC insurance expense was primarily driven by a decrease in the FDIC insurance rate, partially offset by an increase in total asset size.
The Company incurred a $1.6 million Restructuring expense for the year ended December 31, 2019 related to previously enacted efficiency initiatives. The Company incurred a $7.8 million Restructuring expense for the year ended
December 31, 2018 as part of an efficiency program guided by a focus on improving operating efficiency and sustained earnings enhancement. There was no Restructuring expense in 2017. See Part II. Item 8. “Financial Statements and Supplementary Data - Note 2: Restructuring” for further detail.
Other expense for the year ended December 31, 2019 was $13.9 million, a decrease of $0.2 million, or 2%, from the same period in 2018, compared to a decrease of $0.3 million, or 2%, from 2017 to 2018. The 2019 decrease was primarily driven by lower operational losses and other miscellaneous expenses. The 2018 decrease was primarily driven by lower operational losses and employee travel expense.
Income tax expense. Income tax expense for continuing operations for the year ended December 31, 2019 was $22.6 million. The effective tax rate for continuing operations for the year ended December 31, 2019 was 21.9%, compared to effective tax rates of 31.4% and 53.5% in 2018 and 2017, respectively. The effective tax rate for 2019 was lower than 2018 primarily due to the income tax expense related to the Anchor transaction closing in 2018. The effective tax rate for 2018 was lower than 2017 primarily due to the impact of the Tax Act that was enacted on December 22, 2017 as well as the related reduction of the federal corporate tax rate from 35% to 21% effective January 1, 2018, partially offset by the income tax expense related to the Anchor transaction closing in 2018. The 2017 effective tax rate included the expense related to the re-measurement of the Company’s deferred tax assets and liabilities at the lower federal corporate tax rate of 21% and the impairment of nondeductible goodwill. See Part II. Item 8. “Financial Statements and Supplementary Data - Note 17: Income Taxes” for further detail.
Net income from discontinued operations. Net income from discontinued operations for the year ended December 31, 2019 decreased $2.0 million, or 100%, from the same period in 2018 compared to a decrease of $2.9 million, or 59%, from 2017 to 2018. The Company received its final quarterly payment from a revenue sharing agreement from Westfield in the first quarter of 2018. When the Company filed its 2017 federal tax return in the fourth quarter of 2018, there was also an adjustment to deferred taxes related to the Westfield revenue share, which resulted in an additional tax credit recorded to discontinued operations in the fourth quarter of 2018.
Financial Condition
Condensed Consolidated Balance Sheets and Discussion
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
$
Change
|
|
%
Change
|
|
2019
|
|
2018
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
Assets:
|
|
|
|
|
|
|
|
Total cash and investments
|
$
|
1,376,863
|
|
|
$
|
1,255,253
|
|
|
$
|
121,610
|
|
|
10
|
%
|
Loans held for sale
|
7,386
|
|
|
2,812
|
|
|
4,574
|
|
|
nm
|
|
Total loans
|
6,976,704
|
|
|
6,893,158
|
|
|
83,546
|
|
|
1
|
%
|
Less: allowance for loan losses
|
71,982
|
|
|
75,312
|
|
|
(3,330)
|
|
|
(4)
|
%
|
Net loans
|
6,904,722
|
|
|
6,817,846
|
|
|
86,876
|
|
|
1
|
%
|
Goodwill and intangible assets, net
|
67,959
|
|
|
69,834
|
|
|
(1,875)
|
|
|
(3)
|
%
|
Right-of-use assets
|
102,075
|
|
|
—
|
|
|
102,075
|
|
|
nm
|
|
Other assets
|
371,496
|
|
|
348,880
|
|
|
22,616
|
|
|
6
|
%
|
Total assets
|
$
|
8,830,501
|
|
|
$
|
8,494,625
|
|
|
$
|
335,876
|
|
|
4
|
%
|
Liabilities and Equity:
|
|
|
|
|
|
|
|
Deposits
|
$
|
7,241,476
|
|
|
$
|
6,781,170
|
|
|
$
|
460,306
|
|
|
7
|
%
|
Total borrowings
|
510,590
|
|
|
813,435
|
|
|
(302,845)
|
|
|
(37)
|
%
|
Lease liabilities
|
117,214
|
|
|
—
|
|
|
117,214
|
|
|
nm
|
|
Other liabilities
|
140,820
|
|
|
143,540
|
|
|
(2,720)
|
|
|
(2)
|
%
|
Total liabilities
|
8,010,100
|
|
|
7,738,145
|
|
|
271,955
|
|
|
4
|
%
|
Redeemable noncontrolling interests
|
1,383
|
|
|
2,526
|
|
|
(1,143)
|
|
|
(45)
|
%
|
Total shareholders’ equity
|
819,018
|
|
|
753,954
|
|
|
65,064
|
|
|
9
|
%
|
Total liabilities, redeemable noncontrolling interests and shareholders’ equity
|
$
|
8,830,501
|
|
|
$
|
8,494,625
|
|
|
$
|
335,876
|
|
|
4
|
%
|
_______________
nm - not meaningful
Total assets. Total assets increased $335.9 million, or 4%, to $8.8 billion at December 31, 2019 from $8.5 billion at December 31, 2018. The increase was primarily due to the increase in Total cash and investments, the recognition of right-of-use (“ROU”) assets on January 1, 2019, and an increase in Total loans.
Cash and investments. Total cash and investments (consisting of cash and cash equivalents, investment securities available-for-sale, investment securities held-to-maturity, equity securities at fair value, and stock in the FHLB and Federal Reserve Bank) increased $121.6 million, or 10%, to $1.4 billion, or 16% of total assets at December 31, 2019 from $1.3 billion, or 15% of total assets at December 31, 2018. The increase was primarily driven by an increase in cash and cash equivalents of $165.2 million, or 130%, partially offset by a decrease in held-to-maturity securities of $22.2 million, or 32%; a decrease in available-for-sale securities of $15.8 million, or 2%; and a decrease in the FHLB stock of $10.9 million, or 31%. The increase in cash was primarily due to strong deposit growth at the end of 2019, while the decrease in investments was attributable to the use of proceeds from maturing securities to pay down higher cost borrowings.
The majority of the investments held by the Company are held by the Bank. The Bank’s investment policy requires management to maintain a portfolio of securities which will provide liquidity necessary to facilitate funding of loans, to cover deposit fluctuations, and to mitigate the Bank’s overall balance sheet exposure to interest rate risk, while at the same time earning a satisfactory return on the funds invested. The securities in which the Bank may invest are subject to regulation and are generally limited to securities that are considered “investment grade.”
Available-for-sale and held-to-maturity investment maturities, calls, principal payments, and sales, if any, net of purchases of investment securities generated $66.1 million of cash during the year ended December 31, 2019, compared to $138.0 million of cash for the year ended December 31, 2018. Equity securities investment sales, net of investment purchases decreased cash by $4.6 million during the year ended December 31, 2019, compared to an increase in cash of $6.6 million for the year ended December 31, 2018. Proceeds from investment securities are generally used to fund a portion of loan growth, pay down borrowings or purchase new investments. The timing of sales and reinvestments is based on various factors, including management’s evaluation of interest rate trends, credit risk, and the Company’s liquidity. The Company’s available-for-sale investment portfolio carried a total of $15.0 million of unrealized gains and $3.6 million of unrealized losses at December 31, 2019, compared to $2.4 million of unrealized gains and $27.1 million of unrealized losses at December 31, 2018. For information regarding the weighted average yield and maturity of investments, see Part II. Item 8. “Financial Statements and Supplementary Data - Note 4: Investment Securities.”
No impairment losses were recognized through earnings related to investment securities during the years ended December 31, 2019 and 2018. The amount of investment securities in an unrealized loss position greater than 12 months, as well as the total amount of unrealized losses, was primarily due to changes in interest rates since the securities were purchased and not due to credit quality or other risk factors.
The Company had no intent to sell any securities in an unrealized loss position at December 31, 2019, and it was not more likely than not that the Company would be forced to sell any of these securities prior to the full recovery of all unrealized losses.
The following table summarizes the Company’s carrying value of available-for-sale investments, held-to-maturity investments, and equity securities as of the dates indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
|
|
2019
|
|
2018
|
|
|
|
(In thousands)
|
|
|
|
|
Available-for-sale securities at fair value:
|
|
|
|
|
|
U.S. government and agencies
|
$
|
19,940
|
|
|
$
|
29,114
|
|
|
|
Government-sponsored entities
|
156,255
|
|
|
207,703
|
|
|
|
Municipal bonds
|
325,455
|
|
|
308,959
|
|
|
|
Mortgage-backed securities (1)
|
476,634
|
|
|
448,289
|
|
|
|
Total available-for-sale
|
$
|
978,284
|
|
|
$
|
994,065
|
|
|
|
|
|
|
|
|
|
Held-to-maturity securities at amortized cost:
|
|
|
|
|
|
U.S. government and agencies
|
$
|
—
|
|
|
$
|
9,898
|
|
|
|
Mortgage-backed securities (1)
|
48,212
|
|
|
60,540
|
|
|
|
Total
|
$
|
48,212
|
|
|
$
|
70,438
|
|
|
|
|
|
|
|
|
|
Equity securities at fair value:
|
|
|
|
|
|
Money market mutual funds
|
$
|
18,810
|
|
|
$
|
14,228
|
|
|
|
Total
|
$
|
18,810
|
|
|
$
|
14,228
|
|
|
|
______________________
(1)All mortgage-backed securities are guaranteed by the U.S. government, U.S. government agencies, or government-sponsored entities.
Loans held for sale. Loans held for sale increased $4.6 million to $7.4 million at December 31, 2019 from $2.8 million at December 31, 2018. The balance of loans held for sale relates to the timing and volume of residential loans originated for sale and the ultimate sale transaction, which is typically executed within a short period of time following the loan origination.
Goodwill and intangible assets, net. Goodwill and intangible assets, net decreased $1.9 million, or 3%, to $68.0 million at December 31, 2019 from $69.8 million at December 31, 2018. The decrease was primarily driven by the amortization of intangible assets, partially offset by an increase in the mortgage servicing right intangible assets from the sale of residential mortgage loans. See Part II. Item 8. “Financial Statements and Supplementary Data - Note 8: Goodwill and Other Intangible Assets” for a discussion of the annual goodwill impairment testing.
Goodwill and indefinite-lived intangible assets are subject to annual impairment tests, or more frequently, if there is indication of impairment, based on guidance in ASC 350, Intangibles-Goodwill and Other. Indefinite-lived intangible assets such as advisory contracts are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount of the asset or asset group may not be recoverable in accordance with ASC 360, Property, Plant, and Equipment (“ASC 360”).
Management performed its annual goodwill and indefinite-lived intangible asset impairment testing during the fourth quarters of 2019 and 2018 for applicable reporting unit(s). Based on the qualitative assessments, there was no indication of impairment. For information regarding the 2019 goodwill impairment testing, see Part II. Item 8. “Financial Statements and Supplementary Data - Note 8: Goodwill and Other Intangible Assets.”
Other assets. Other assets, consisting of OREO, if any; premises and equipment, net; fees receivable; accrued interest receivable; deferred income taxes, net; other assets; and ROU assets, if any, increased $124.7 million, or 36%, to $473.6 million at December 31, 2019, compared to $348.9 million at December 31, 2018.
There was no OREO properties held at December 31, 2019, compared to one OREO property with a value of $0.4 million held at December 31, 2018.
Deferred income taxes, net, decreased $15.3 million, or 57%, to $11.4 million at December 31, 2019 from $26.6 million at December 31, 2018. The decrease was primarily due to the current year tax effect of other comprehensive income as well as a decrease in the gross deferred tax asset for deferred and accrued compensation and an increase in the gross deferred tax liability for goodwill and acquired intangible assets. At December 31, 2019, no valuation allowance on the net deferred tax asset was required primarily due to the ability to generate future taxable income. The Company does not have any capital losses in excess of capital gains as of December 31, 2019.
Other assets, which consist primarily of Bank-owned life insurance (“BOLI”), assets held for sale at December 31, 2018, prepaid expenses, investment in partnerships, interest rate derivatives, and other receivables, increased $40.4 million, or 16%, to $287.3 million at December 31, 2019 from $247.0 million at December 31, 2018. The increase was primarily due to an increase in the market value adjustment to the derivative asset and an increase to the investment in partnerships.
As required by recent FASB updates under Topic 842, the Company is required to recognize certain leases on-balance sheet and disclose key information about leasing arrangements beginning on January 1, 2019. The standard established a ROU model that requires a lessee to recognize a ROU asset and lease liability on the face of the Consolidated Balance Sheets for all leases with a term longer than 12 months. On adoption, the Company recognized approximately $108.5 million of ROU assets. See Part II. Item 8. “Financial Statements and Supplementary Data - Note 7: Premises, Equipment, and Leases.”
Deposits. Deposits increased $460.3 million, or 7%, to $7.2 billion, at December 31, 2019 from $6.8 billion at December 31, 2018. Deposits are the principal source of the Bank’s funds for use in lending, investments, and liquidity. See Part II. Item 8. “Financial Statements and Supplementary Data - Note 10: Deposits” for further information.
The following table summarizes the average balances and interest rates paid on the Bank’s deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2019
|
|
|
|
Average Balance
|
|
Weighted Average Rate
|
|
(In thousands)
|
|
|
Noninterest-bearing deposits:
|
|
|
|
Checking accounts
|
$
|
1,962,951
|
|
|
—
|
%
|
Interest bearing deposits:
|
|
|
|
|
|
|
|
|
|
|
|
Savings and NOW
|
654,712
|
|
|
0.17
|
%
|
Money market
|
3,395,842
|
|
|
1.28
|
%
|
Certificates of deposit
|
730,693
|
|
|
1.98
|
%
|
Total interest bearing deposits
|
$
|
4,781,247
|
|
|
1.24
|
%
|
Total deposits
|
$
|
6,744,198
|
|
|
0.88
|
%
|
Certificates of deposit in denominations of $100,000 or greater had the following schedule of maturities:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2019
|
|
2018
|
|
(In thousands)
|
|
|
Less than 3 months remaining
|
$
|
223,122
|
|
|
$
|
139,954
|
|
3 to 6 months remaining
|
128,731
|
|
|
144,630
|
|
6 to 12 months remaining
|
133,757
|
|
|
183,486
|
|
More than 12 months remaining
|
24,097
|
|
|
56,532
|
|
Total
|
$
|
509,707
|
|
|
$
|
524,602
|
|
Borrowings. Total borrowings, which consists primarily of securities sold under agreements to repurchase; federal funds purchased, if any; FHLB borrowings; and junior subordinated debentures decreased $0.3 billion, or 37%, to $0.5 billion at December 31, 2019 from $0.8 billion at December 31, 2018. The decrease was primarily driven by the use of deposits, investment and other cash flows to pay down higher cost borrowings.
Repurchase agreements increased $16.5 million, or 45%, to $53.4 million at December 31, 2019 from $36.9 million at December 31, 2018. Repurchase agreements are generally linked to commercial demand deposit accounts with an overnight sweep feature.
From time to time, the Company purchases federal funds from the FHLB and other banking institutions to supplement its liquidity position. At December 31, 2019, the Company had no outstanding federal funds purchased compared to $250.0 million at December 31, 2018. FHLB borrowings decreased $69.3 million, or 16%, to $350.8 million at December 31, 2019 from $420.1 million at December 31, 2018. FHLB borrowings are generally used to provide additional funding for loan growth when the rate of loan growth exceeds deposit growth and to manage interest rate risk, but can also be used as an additional source of liquidity for the Bank. Given the higher deposits and cash balances at December 31, 2019, there was less of a demand for additional liquidity from the purchase of federal funds or FHLB borrowings.
Other liabilities. Other liabilities, which consist primarily of accrued interest, accrued bonus, interest rate derivatives, other accrued expenses, and lease liabilities, if any, increased $114.5 million, or 80%, to $258.0 million at December 31, 2019 from $143.5 million at December 31, 2018. The increase was primarily due to the recognition of lease liabilities on January 1, 2019.
Lease liabilities at December 31, 2019 increased $117.2 million compared to December 31, 2018. Upon adoption of the new lease accounting standard, as discussed above, the Company recognized $124.1 million of lease liabilities on the face of the Consolidated Balance Sheets as of January 1, 2019. See Part II. Item 8. “Financial Statements and Supplementary Data - Note 7: Premises, Equipment, and Leases.”
Redeemable noncontrolling interests. Redeemable noncontrolling interests decreased $1.1 million, or 45%, to $1.4 million at December 31, 2019 from $2.5 million at December 31, 2018. The decrease was primarily due to fair value adjustments made throughout 2019 to the estimated maximum redemption value of the Company’s sole majority-owned affiliate, DGHM.
Loan Portfolio and Credit Quality
Loans. Total portfolio loans increased $83.5 million, or 1%, to $7.0 billion, or 79% of total assets, at December 31, 2019, from $6.9 billion, or 81% of total assets, at December 31, 2018. The following table presents a summary of the loan portfolio based on the portfolio segment and changes in balances as of the dates indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
December 31,
2018
|
|
$ Change
|
|
% Change
|
|
(In thousands)
|
|
|
|
|
|
|
Commercial and industrial
|
$
|
694,034
|
|
|
$
|
623,037
|
|
|
$
|
70,997
|
|
|
11
|
%
|
Commercial tax-exempt
|
447,927
|
|
|
451,671
|
|
|
(3,744)
|
|
|
(1)
|
%
|
Total commercial and industrial
|
1,141,961
|
|
|
1,074,708
|
|
|
67,253
|
|
|
6
|
%
|
Commercial real estate
|
2,551,274
|
|
|
2,395,692
|
|
|
155,582
|
|
|
6
|
%
|
Construction and land
|
225,983
|
|
|
240,306
|
|
|
(14,323)
|
|
|
(6)
|
%
|
Residential
|
2,839,155
|
|
|
2,948,973
|
|
|
(109,818)
|
|
|
(4)
|
%
|
Home equity
|
83,657
|
|
|
90,421
|
|
|
(6,764)
|
|
|
(7)
|
%
|
Consumer and other
|
134,674
|
|
|
143,058
|
|
|
(8,384)
|
|
|
(6)
|
%
|
Total loans
|
$
|
6,976,704
|
|
|
$
|
6,893,158
|
|
|
$
|
83,546
|
|
|
1
|
%
|
The Bank specializes in lending to individuals, real estate investors, nonprofit organizations, and middle market businesses, including corporations, partnerships, and associations. Loans made by the Bank to individuals may include residential mortgage loans and mortgage loans on investment or vacation properties, unsecured and secured personal lines of credit, home equity loans, and overdraft protection. Loans made by the Bank to businesses include commercial and mortgage loans, revolving lines of credit, working capital loans, equipment financing, community lending programs, and construction and land loans. The types and sizes of loans the Bank originates are limited by regulatory requirements.
The Bank’s loans are affected by the economic and real estate markets in which they are located. Generally, commercial real estate, construction, and land loans are affected more than residential loans in an economic downturn. The ability to grow the loan portfolio is partially related to the Bank's ability to increase deposit levels. If, as a result of general economic conditions, market interest rates, competitive pressures, or otherwise, the amount of deposits at the Bank decreases, the Bank may be limited in its ability to grow its loan portfolio or may have to rely more heavily on higher cost borrowings as a source of funds in the future. During the year ended December 31, 2019, the Bank sold $190.7 million of residential mortgage loans driven by lower deposit levels.
The Bank’s commercial real estate loan portfolio, the largest portfolio segment after residential mortgages, includes loans secured by the following types of collateral as of the dates indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
|
(In thousands)
|
|
|
Multifamily and residential investment
|
$
|
899,583
|
|
|
$
|
687,395
|
|
Retail
|
631,796
|
|
|
635,222
|
|
Office and medical
|
487,133
|
|
|
543,697
|
|
Manufacturing, industrial, and warehouse
|
223,913
|
|
|
193,472
|
|
Hospitality
|
145,195
|
|
|
187,132
|
|
Other
|
163,654
|
|
|
148,774
|
|
Commercial real estate
|
$
|
2,551,274
|
|
|
$
|
2,395,692
|
|
Geographic concentration. The following tables present the Company’s outstanding loan balance concentrations as of the dates indicated based on the location of the regional offices to which they are attributed.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New England
|
|
|
|
Northern California
|
|
|
|
Southern California
|
|
|
|
Total
|
|
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial
|
$
|
558,701
|
|
|
8
|
%
|
|
$
|
46,330
|
|
|
1
|
%
|
|
$
|
89,003
|
|
|
1
|
%
|
|
$
|
694,034
|
|
|
10
|
%
|
Commercial tax-exempt
|
338,737
|
|
|
5
|
%
|
|
98,266
|
|
|
1
|
%
|
|
10,924
|
|
|
—
|
%
|
|
447,927
|
|
|
6
|
%
|
Commercial real estate
|
1,027,133
|
|
|
15
|
%
|
|
769,777
|
|
|
11
|
%
|
|
754,364
|
|
|
11
|
%
|
|
2,551,274
|
|
|
37
|
%
|
Construction and land
|
152,100
|
|
|
2
|
%
|
|
31,484
|
|
|
—
|
%
|
|
42,399
|
|
|
1
|
%
|
|
225,983
|
|
|
3
|
%
|
Residential
|
1,540,592
|
|
|
22
|
%
|
|
558,307
|
|
|
8
|
%
|
|
740,256
|
|
|
11
|
%
|
|
2,839,155
|
|
|
41
|
%
|
Home equity
|
55,226
|
|
|
1
|
%
|
|
17,357
|
|
|
—
|
%
|
|
11,074
|
|
|
—
|
%
|
|
83,657
|
|
|
1
|
%
|
Consumer and other
|
104,258
|
|
|
2
|
%
|
|
11,265
|
|
|
—
|
%
|
|
19,151
|
|
|
—
|
%
|
|
134,674
|
|
|
2
|
%
|
Total loans (1)
|
$
|
3,776,747
|
|
|
55
|
%
|
|
$
|
1,532,786
|
|
|
21
|
%
|
|
$
|
1,667,171
|
|
|
24
|
%
|
|
$
|
6,976,704
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New England
|
|
|
|
Northern California
|
|
|
|
Southern California
|
|
|
|
Total
|
|
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial
|
$
|
503,201
|
|
|
7
|
%
|
|
$
|
43,702
|
|
|
1
|
%
|
|
$
|
76,134
|
|
|
1
|
%
|
|
$
|
623,037
|
|
|
9
|
%
|
Commercial tax-exempt
|
344,079
|
|
|
5
|
%
|
|
96,387
|
|
|
2
|
%
|
|
11,205
|
|
|
—
|
%
|
|
451,671
|
|
|
7
|
%
|
Commercial real estate
|
1,022,061
|
|
|
15
|
%
|
|
714,449
|
|
|
10
|
%
|
|
659,182
|
|
|
10
|
%
|
|
2,395,692
|
|
|
35
|
%
|
Construction and land
|
153,929
|
|
|
2
|
%
|
|
41,516
|
|
|
—
|
%
|
|
44,861
|
|
|
1
|
%
|
|
240,306
|
|
|
3
|
%
|
Residential
|
1,689,318
|
|
|
25
|
%
|
|
559,578
|
|
|
8
|
%
|
|
700,077
|
|
|
10
|
%
|
|
2,948,973
|
|
|
43
|
%
|
Home equity
|
57,617
|
|
|
1
|
%
|
|
19,722
|
|
|
—
|
%
|
|
13,082
|
|
|
—
|
%
|
|
90,421
|
|
|
1
|
%
|
Consumer and other
|
120,402
|
|
|
2
|
%
|
|
12,663
|
|
|
—
|
%
|
|
9,993
|
|
|
—
|
%
|
|
143,058
|
|
|
2
|
%
|
Total loans (1)
|
$
|
3,890,607
|
|
|
57
|
%
|
|
$
|
1,488,017
|
|
|
21
|
%
|
|
$
|
1,514,534
|
|
|
22
|
%
|
|
$
|
6,893,158
|
|
|
100
|
%
|
________________________
(1)Regional percentage totals may not reconcile due to rounding.
Loan Portfolio Composition. The following table presents the outstanding loan balances by class of receivable as of the dates indicated and the percent of each category to total loans.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
|
|
|
2018
|
|
|
|
|
2017
|
|
|
|
|
2016
|
|
|
|
|
2015
|
|
|
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial
|
$
|
694,034
|
|
|
10
|
%
|
|
$
|
623,037
|
|
|
9
|
%
|
|
$
|
520,992
|
|
|
8
|
%
|
|
$
|
611,370
|
|
|
10
|
%
|
|
$
|
633,019
|
|
|
11
|
%
|
Commercial tax-exempt
|
447,927
|
|
|
6
|
%
|
|
451,671
|
|
|
7
|
%
|
|
418,698
|
|
|
6
|
%
|
|
398,604
|
|
|
6
|
%
|
|
331,767
|
|
|
6
|
%
|
Commercial real estate
|
2,551,274
|
|
|
37
|
%
|
|
2,395,692
|
|
|
35
|
%
|
|
2,440,220
|
|
|
37
|
%
|
|
2,302,244
|
|
|
38
|
%
|
|
2,060,903
|
|
|
36
|
%
|
Construction and land
|
225,983
|
|
|
3
|
%
|
|
240,306
|
|
|
3
|
%
|
|
164,990
|
|
|
3
|
%
|
|
104,839
|
|
|
2
|
%
|
|
183,434
|
|
|
3
|
%
|
Residential
|
2,839,155
|
|
|
41
|
%
|
|
2,948,973
|
|
|
43
|
%
|
|
2,682,533
|
|
|
41
|
%
|
|
2,379,861
|
|
|
39
|
%
|
|
2,229,540
|
|
|
39
|
%
|
Home equity
|
83,657
|
|
|
1
|
%
|
|
90,421
|
|
|
1
|
%
|
|
99,958
|
|
|
2
|
%
|
|
118,817
|
|
|
2
|
%
|
|
119,828
|
|
|
2
|
%
|
Consumer and other
|
134,674
|
|
|
2
|
%
|
|
143,058
|
|
|
2
|
%
|
|
177,637
|
|
|
3
|
%
|
|
198,619
|
|
|
3
|
%
|
|
160,721
|
|
|
3
|
%
|
Subtotal: Loans
|
6,976,704
|
|
|
100
|
%
|
|
6,893,158
|
|
|
100
|
%
|
|
6,505,028
|
|
|
100
|
%
|
|
6,114,354
|
|
|
100
|
%
|
|
5,719,212
|
|
|
100
|
%
|
Less: Allowance
for loan losses
|
71,982
|
|
|
|
|
75,312
|
|
|
|
|
74,742
|
|
|
|
|
78,077
|
|
|
|
|
78,500
|
|
|
|
Net Loans
|
$
|
6,904,722
|
|
|
|
|
$
|
6,817,846
|
|
|
|
|
$
|
6,430,286
|
|
|
|
|
$
|
6,036,277
|
|
|
|
|
$
|
5,640,712
|
|
|
|
Commercial and Industrial Loans. Commercial and industrial loans include working capital and revolving lines of credit, term loans for equipment and fixed assets, and Small Business Administration (“SBA”) loans.
Commercial Tax-Exempt Loans. Commercial tax-exempt loans include loans to not-for-profit private schools, colleges, and public charter schools.
Commercial Real Estate Loans. Commercial real estate loans are generally acquisition financing for commercial properties such as office buildings, retail properties, apartment buildings, and industrial/warehouse space. In addition, tax-exempt commercial real estate loans are provided for affordable housing development and rehabilitation. These loans are often supplemented with federal, state, and/or local subsidies.
Construction and Land Loans. Construction and land loans include loans for financing of new developments as well as financing for improvements to existing buildings. In addition, tax-exempt construction and land loans are provided for the construction phase of the commercial tax-exempt and commercial real estate tax-exempt loans described above.
Residential Loans. While the Bank has no minimum size for mortgage loans, it concentrates its origination activities in the “Jumbo” segment of the market. This segment consists of loans secured by single-family and one- to four-unit properties in excess of the amount eligible for purchase by the Federal National Mortgage Association, which was $510 thousand at December 31, 2019 for the “General” limit and $766 thousand for single-family properties for the “High-Cost” limit, depending on from which specific geographic region of the Bank’s primary market areas the loan originated. The majority of the Bank’s residential loan portfolio, including jumbo mortgage loans, is adjustable rate mortgages ("ARMs"). The ARM loans the Bank originates generally have a fixed interest rate for the first 3 to 10 years and then adjust annually based on a market index such as U.S. Treasury or LIBOR yields. ARM loans may negatively impact the Bank’s interest income when they reprice if yields on U.S. Treasuries or LIBOR are lower than the yields at the time of origination. If rates reset higher, the Bank could see increased delinquencies if clients’ ability to make payments is impacted by the higher payments.
Home Equity Loans. Home equity loans consist of balances outstanding on second mortgages and home equity lines of credit extended to individual clients. The amount of home equity loans typically depends on client demand.
Consumer and Other Loans. Consumer and other loans consist of balances outstanding on consumer loans including personal lines of credit, and loans arising from overdraft protection extended to individual and business clients. Personal lines of credit are typically for high net worth clients whose assets may not be liquid due to investments, closely held stock or restricted stock. The amount of consumer and other loans typically depends on client demand.
The following tables disclose the scheduled contractual maturities of portfolio loans by class of receivable at December 31, 2019. Loans having no stated maturity are reported as due in one year or less. The following tables also set forth the dollar amounts of loans that are scheduled to mature after one year segregated between fixed and adjustable interest rate loans.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts due:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One year or less
|
|
|
|
After one through five years
|
|
|
|
Beyond five years
|
|
|
|
Total
|
|
|
|
Balance
|
|
%
|
|
Balance
|
|
%
|
|
Balance
|
|
%
|
|
Balance
|
|
%
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial
|
$
|
260,637
|
|
|
4
|
%
|
|
$
|
217,909
|
|
|
3
|
%
|
|
$
|
215,488
|
|
|
3
|
%
|
|
$
|
694,034
|
|
|
10
|
%
|
Commercial tax-exempt
|
—
|
|
|
—
|
%
|
|
17,432
|
|
|
—
|
%
|
|
430,495
|
|
|
6
|
%
|
|
447,927
|
|
|
6
|
%
|
Commercial real estate
|
243,331
|
|
|
4
|
%
|
|
979,362
|
|
|
14
|
%
|
|
1,328,581
|
|
|
19
|
%
|
|
2,551,274
|
|
|
37
|
%
|
Construction and land
|
79,572
|
|
|
1
|
%
|
|
58,980
|
|
|
1
|
%
|
|
87,431
|
|
|
1
|
%
|
|
225,983
|
|
|
3
|
%
|
Residential
|
—
|
|
|
—
|
%
|
|
2,415
|
|
|
—
|
%
|
|
2,836,740
|
|
|
41
|
%
|
|
2,839,155
|
|
|
41
|
%
|
Home equity
|
—
|
|
|
—
|
%
|
|
51
|
|
|
—
|
%
|
|
83,606
|
|
|
1
|
%
|
|
83,657
|
|
|
1
|
%
|
Consumer and other
|
131,559
|
|
|
2
|
%
|
|
2,423
|
|
|
—
|
%
|
|
692
|
|
|
—
|
%
|
|
134,674
|
|
|
2
|
%
|
Total loans
|
$
|
715,099
|
|
|
11
|
%
|
|
$
|
1,278,572
|
|
|
18
|
%
|
|
$
|
4,983,033
|
|
|
71
|
%
|
|
$
|
6,976,704
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate terms on amounts due after one year:
|
|
|
|
|
|
|
|
|
|
|
|
Fixed
|
|
|
|
Adjustable
|
|
|
|
Total
|
|
|
|
Balance
|
|
%
|
|
Balance
|
|
%
|
|
Balance
|
|
%
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial
|
$
|
173,189
|
|
|
3
|
%
|
|
$
|
260,208
|
|
|
4
|
%
|
|
$
|
433,397
|
|
|
7
|
%
|
Commercial tax-exempt
|
384,458
|
|
|
6
|
%
|
|
63,469
|
|
|
1
|
%
|
|
447,927
|
|
|
7
|
%
|
Commercial real estate
|
1,077,195
|
|
|
17
|
%
|
|
1,230,748
|
|
|
20
|
%
|
|
2,307,943
|
|
|
37
|
%
|
Construction and land
|
46,768
|
|
|
1
|
%
|
|
99,643
|
|
|
2
|
%
|
|
146,411
|
|
|
3
|
%
|
Residential
|
570,270
|
|
|
9
|
%
|
|
2,268,885
|
|
|
36
|
%
|
|
2,839,155
|
|
|
45
|
%
|
Home equity
|
—
|
|
|
—
|
%
|
|
83,657
|
|
|
1
|
%
|
|
83,657
|
|
|
1
|
%
|
Consumer and other
|
526
|
|
|
—
|
%
|
|
2,589
|
|
|
—
|
%
|
|
3,115
|
|
|
—
|
%
|
Total loans
|
$
|
2,252,406
|
|
|
36
|
%
|
|
$
|
4,009,199
|
|
|
64
|
%
|
|
$
|
6,261,605
|
|
|
100
|
%
|
Scheduled contractual maturities typically do not reflect the actual maturities of loans. The average maturity of loans is substantially less than their average contractual terms because of prepayments, curtailments and, in the case of conventional mortgage loans, due on sale clauses, which generally give the Bank the right to declare a loan immediately due and payable in the event, among other things, that the borrower sells the real property subject to the mortgage. The average life of mortgage loans tends to increase when current market rates are substantially higher than rates on existing mortgage loans and decrease when current market rates are substantially lower than rates on existing mortgages (due to refinancing of adjustable-rate and fixed-rate loans at lower rates). Under the latter circumstances, the weighted average yield on loans decreases as higher yielding loans are repaid or refinanced at lower rates. In addition, due to the likelihood that the Bank will, consistent with industry practice, “rollover” a significant portion of commercial real estate and commercial loans at or immediately prior to their maturity by renewing credit on substantially similar or revised terms, the principal repayments actually received by the Bank are anticipated to be significantly less than the amounts contractually due in any particular period. A portion of such loans also may not be repaid due to the borrower's inability to satisfy the contractual obligations of the loan.
The interest rates charged on loans vary with the degree of risk, maturity, and amount of the loan and are further subject to competitive pressures, market rates, the availability of funds, and legal and regulatory requirements. At December 31, 2019, approximately 64% of the Bank’s outstanding loans due after one year had interest rates that were either floating or adjustable in nature. See Part II. Item 7A. “Quantitative and Qualitative Disclosures about Market Risk - Interest Rate Sensitivity and Market Risk.”
Allowance for Loan Losses. The following table is an analysis of the Company’s allowances for loan losses for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
Total loans outstanding
|
$
|
6,976,704
|
|
|
$
|
6,893,158
|
|
|
$
|
6,505,028
|
|
|
$
|
6,114,354
|
|
|
$
|
5,719,212
|
|
Average loans outstanding (1)
|
7,006,928
|
|
|
6,682,061
|
|
|
6,291,384
|
|
|
5,762,892
|
|
|
5,445,597
|
|
Allowance for loan losses, beginning of year
|
$
|
75,312
|
|
|
$
|
74,742
|
|
|
$
|
78,077
|
|
|
$
|
78,500
|
|
|
$
|
75,838
|
|
Charged-off loans:
|
|
|
|
|
|
|
|
|
|
Commercial and industrial (2)
|
(645)
|
|
|
(709)
|
|
|
(393)
|
|
|
(2,851)
|
|
|
(253)
|
|
Commercial real estate
|
—
|
|
|
(135)
|
|
|
—
|
|
|
—
|
|
|
(1,400)
|
|
Construction and land
|
—
|
|
|
—
|
|
|
—
|
|
|
(400)
|
|
|
—
|
|
Residential
|
—
|
|
|
(16)
|
|
|
(58)
|
|
|
(605)
|
|
|
(313)
|
|
Home equity
|
(562)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Consumer and other
|
(22)
|
|
|
(39)
|
|
|
(412)
|
|
|
(93)
|
|
|
(70)
|
|
Total charged-off loans
|
(1,229)
|
|
|
(899)
|
|
|
(863)
|
|
|
(3,949)
|
|
|
(2,036)
|
|
Recoveries on loans previously charged-off:
|
|
|
|
|
|
|
|
|
|
Commercial and industrial (2)
|
891
|
|
|
680
|
|
|
472
|
|
|
3,212
|
|
|
2,471
|
|
Commercial real estate
|
429
|
|
|
2,389
|
|
|
4,621
|
|
|
6,040
|
|
|
2,482
|
|
Construction and land
|
—
|
|
|
—
|
|
|
25
|
|
|
1,117
|
|
|
1,158
|
|
Residential
|
100
|
|
|
429
|
|
|
47
|
|
|
65
|
|
|
141
|
|
Home equity
|
10
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Consumer and other
|
33
|
|
|
168
|
|
|
32
|
|
|
27
|
|
|
1
|
|
Total recoveries
|
1,463
|
|
|
3,667
|
|
|
5,197
|
|
|
10,461
|
|
|
6,253
|
|
Net loans (charged-off)/ recovered
|
234
|
|
|
2,768
|
|
|
4,334
|
|
|
6,512
|
|
|
4,217
|
|
Provision/(credit) for loan losses
|
(3,564)
|
|
|
(2,198)
|
|
|
(7,669)
|
|
|
(6,935)
|
|
|
(1,555)
|
|
Allowance for loan losses, end of year
|
$
|
71,982
|
|
|
$
|
75,312
|
|
|
$
|
74,742
|
|
|
$
|
78,077
|
|
|
$
|
78,500
|
|
Net charge-offs/(recoveries) to average loans
|
—
|
%
|
|
(0.04)
|
%
|
|
(0.07)
|
%
|
|
(0.11)
|
%
|
|
(0.08)
|
%
|
Allowance for loan losses to total loans
|
1.03
|
%
|
|
1.09
|
%
|
|
1.15
|
%
|
|
1.28
|
%
|
|
1.37
|
%
|
Allowance for loan losses to nonaccrual loans
|
4.47
|
|
|
5.36
|
|
|
5.23
|
|
|
4.51
|
|
|
2.95
|
|
________________________
(1)Includes loans held for sale.
(2)Includes both commercial and industrial loans and commercial tax-exempt loans.
The allowance for loan losses is formulated based on the judgment and experience of management. See Part II. Item 7. “Management’s Discussion and Analysis of Financial Conditions and Results of Operations - Critical Accounting Policies” for details on the Company’s allowance for loan loss policy.
The following table represents the allocation of the Bank’s allowance for loan losses and the percent of loans in each category to total loans as of the dates indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
|
|
|
2018
|
|
|
|
|
2017
|
|
|
|
|
2016
|
|
|
|
|
2015
|
|
|
|
|
Amount
|
|
%(1)
|
|
Amount
|
|
%(1)
|
|
Amount
|
|
%(1)
|
|
Amount
|
|
%(1)
|
|
Amount
|
|
%(1)
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan category:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total commercial and industrial (2)
|
$
|
16,064
|
|
|
16
|
%
|
|
$
|
15,912
|
|
|
16
|
%
|
|
$
|
11,735
|
|
|
13
|
%
|
|
$
|
12,751
|
|
|
16
|
%
|
|
$
|
15,814
|
|
|
17
|
%
|
Commercial real estate
|
40,765
|
|
|
37
|
%
|
|
41,934
|
|
|
35
|
%
|
|
46,820
|
|
|
38
|
%
|
|
50,412
|
|
|
38
|
%
|
|
44,215
|
|
|
36
|
%
|
Construction and land
|
5,119
|
|
|
3
|
%
|
|
6,022
|
|
|
3
|
%
|
|
4,949
|
|
|
3
|
%
|
|
3,039
|
|
|
2
|
%
|
|
6,322
|
|
|
3
|
%
|
Residential
|
8,857
|
|
|
41
|
%
|
|
10,026
|
|
|
43
|
%
|
|
9,773
|
|
|
41
|
%
|
|
10,449
|
|
|
39
|
%
|
|
10,544
|
|
|
39
|
%
|
Home equity
|
778
|
|
|
1
|
%
|
|
1,284
|
|
|
1
|
%
|
|
835
|
|
|
2
|
%
|
|
1,035
|
|
|
2
|
%
|
|
1,085
|
|
|
2
|
%
|
Consumer and other
|
399
|
|
|
2
|
%
|
|
134
|
|
|
2
|
%
|
|
630
|
|
|
3
|
%
|
|
391
|
|
|
3
|
%
|
|
520
|
|
|
3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total allowance for loan losses
|
$
|
71,982
|
|
|
100
|
%
|
|
$
|
75,312
|
|
|
100
|
%
|
|
$
|
74,742
|
|
|
100
|
%
|
|
$
|
78,077
|
|
|
100
|
%
|
|
$
|
78,500
|
|
|
100
|
%
|
_________________
(1)Percent refers to the amount of loans in each category as a percent of total loans.
(2)Includes both commercial and industrial loans and commercial tax-exempt loans.
The allowance for loan losses decreased $3.3 million to $72.0 million at December 31, 2019, from $75.3 million at December 31, 2018. The decrease in the balance in the allowance for loan losses was due to the following factors: the net impact of impaired loans, change in criticized loans, improved quantitative loss rates and a decrease in certain qualitative factors, partially offset by change in the mix and balances in the loan portfolio. The allowance for loan losses as a percentage of total loans was 1.03% and 1.09% at December 31, 2019 and December 31, 2018, respectively. The decrease in the allowance for loan losses as a percentage of total loans from December 31, 2018 to December 31, 2019 was driven primarily by the decline in loss factors and the net change in criticized loans, partially offset by the composition of the loan portfolio.
An analysis of the risk in the loan portfolio as well as management judgment is used to determine the estimated appropriate amount of the allowance for loan losses. The Company’s allowance for loan losses is comprised of three primary components (general reserves, allocated reserves on non-impaired special mention and substandard loans, and specific reserves on impaired loans). See Part II. Item 8. “Financial Statements and Supplementary Data - Note 6: Allowance for Loan Losses” for an analysis of the Company’s allowance for loan losses.
Upon the adoption of ASU 2016-13 on January 1, 2020, management's processes for the allowance for loan losses has changed. The amendments in this update replace the incurred loss impairment methodology in current GAAP with the CECL model methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. Upon the adoption of CECL, the Company anticipates a net release in reserves that will cause an immaterial increase in equity of up to $20 million. This is an estimate based on current economic factors, portfolio mix, loan balances, and other factors and is subject to further refinement. See Part II. Item 8. “Financial Statements and Supplementary Data - Note 1: Basis of Presentation and Summary of Significant Accounting Policies” for further details.
The following table presents a summary of loans charged-off, net of recoveries, by geography, for the periods indicated. The geography assigned to the data is based on the location of the regional offices to which the loans are attributed.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31,
|
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
Net loans (charged-off)/ recoveries:
|
|
|
|
|
|
|
|
|
|
New England
|
$
|
942
|
|
|
$
|
(226)
|
|
|
$
|
1,839
|
|
|
$
|
1,954
|
|
|
$
|
(502)
|
|
Northern California
|
34
|
|
|
2,668
|
|
|
3,161
|
|
|
4,693
|
|
|
4,217
|
|
Southern California
|
(742)
|
|
|
326
|
|
|
(666)
|
|
|
(135)
|
|
|
502
|
|
Total net loans (charged-off)/ recoveries
|
$
|
234
|
|
|
$
|
2,768
|
|
|
$
|
4,334
|
|
|
$
|
6,512
|
|
|
$
|
4,217
|
|
Nonperforming assets. The Company’s nonperforming assets include nonaccrual loans and OREO, if any. OREO consists of real estate acquired through foreclosure proceedings and real estate acquired through acceptance of deeds in lieu of foreclosure. As of December 31, 2019, nonperforming assets totaled $16.1 million, or 0.18% of total assets, an increase of $1.6 million, or 11%, compared to $14.5 million, or 0.17% of total assets, as of December 31, 2018.
The Bank’s policy is to discontinue the accrual of interest on a loan when the collectability of principal or interest in accordance with the contractual terms of the loan agreement is in doubt. Despite a loan having a current payment status, if the Bank has reason to believe it may not collect all principal and interest on the loan in accordance with the related contractual terms, the Bank will generally discontinue the accrual of interest income and will apply any future interest payments received to principal. Of the $16.1 million of loans on nonaccrual status as of December 31, 2019, $9.8 million, or 61%, had a current payment status, $1.2 million, or 7%, were 30-89 days past due, and $5.1 million, or 32%, were 90 days or more past due. Of the $14.1 million of loans on nonaccrual status as of December 31, 2018, $3.6 million, or 26%, had a current payment status, $0.8 million, or 5%, were 30-89 days past due, and $9.7 million, or 69%, were 90 days or more past due.
The Bank continues to evaluate the underlying collateral of each nonperforming loan and pursue the collection of interest and principal. Where appropriate, the Bank obtains updated appraisals on collateral. Reductions in fair values of the collateral for nonaccrual loans, if they are collateral dependent, could result in additional future provision for loan losses depending on the timing and severity of the decline. See Part II. Item 8. “Financial Statements and Supplementary Data - Note 5: Loan Portfolio and Credit Quality” for further information on nonperforming loans.
The Bank’s policy for returning a loan to accrual status requires the loan to be brought current and for the client to show a history of making timely payments (generally six consecutive months). For nonaccruing TDRs, a return to accrual status generally requires timely payments for a period of six months in accordance with restructured terms, along with meeting other criteria.
Delinquencies. The past due status of a loan is determined in accordance with its contractual repayment terms. All loan types are reported past due when one scheduled payment is due and unpaid for 30 days or more. Loans 30-89 days past due increased $3.6 million, or 16%, to $25.9 million as of December 31, 2019 from $22.3 million as of December 31, 2018. Loan delinquencies can be attributed to many factors, such as continuing weakness in, or deteriorating, economic conditions in the region in which the collateral is located, the loss of a tenant or lower lease rates for commercial borrowers, or the loss of income for consumers and the resulting liquidity impacts on the borrowers. Further deterioration in the credit condition of these delinquent loans could lead to the loans going to nonaccrual status and/or being downgraded. Downgrades would generally result in additional provision for loan losses. Past due loans may be included with accruing substandard loans.
In certain instances, although very infrequently, loans that have become 90 days or more past due may remain on accrual status if the value of the collateral securing the loan is sufficient to cover principal and interest and the loan is in the process of collection. There were no loans 90 days or more past due, but still accruing, as of December 31, 2019 and 2018.
Impaired Loans. When management determines that it is probable that the Bank will not collect all principal and interest on a loan in accordance with the original loan terms, the loan is considered impaired. Certain impaired loans may continue to accrue interest based on factors such as the restructuring terms, if any, the historical payment performance, the value of collateral, and the financial condition of the borrower. Impaired commercial loans and impaired construction loans are individually evaluated for impairment in accordance with ASC 310. Large groups of smaller-balance homogeneous loans may be collectively evaluated for impairment. Such groups of loans may include, but are not limited to, residential loans, home equity loans, and consumer loans. However, if the terms of any of such loans are modified in a TDR, then such loans would be individually evaluated for impairment in the allowance for loan losses.
Loans that are individually evaluated for impairment require an analysis to determine the amount of impairment, if any. For collateral dependent loans, impairment would be indicated as a result of the carrying value of the loan exceeding the estimated collateral value, less costs to sell, or, for loans not considered to be collateral dependent, the carrying value of the loan exceeding the net present value of the projected cash flow, discounted at the loan’s contractual effective interest rate. Generally, when a collateral dependent loan becomes impaired, an updated appraisal of the collateral, if appropriate, is obtained. If the impaired loan has not been upgraded to a performing status within a reasonable amount of time, the Bank will continue to obtain updated appraisals, as deemed necessary, especially during periods of declining property values. Normally, shortfalls in the analysis of collateral dependent loans would result in the impairment amount being charged-off to the allowance for loan losses. Shortfalls on cash flow dependent loans may be carried as specific allocations to the general reserve unless a known loss is determined to have occurred, in which case such known loss is charged-off. Based on the impairment analysis, the provision could be higher or lower than the amount of provision associated with a loan prior to its classification as impaired. See Part II. Item 7. “Management’s Discussion and Analysis of Financial Conditions and Results of Operations - Critical Accounting Policies” for detail on the Company’s treatment of impaired loans in the allowance for loan losses.
Impaired loans individually evaluated for impairment in the allowance for loan losses totaled $19.2 million as of December 31, 2019, an increase of $3.6 million, or 23%, compared to $15.6 million at December 31, 2018. As of December 31, 2019, $1.1 million of the individually evaluated impaired loans had $0.2 million in specific reserve allocations. The remaining $18.1 million of individually evaluated impaired loans did not have specific reserve allocations due to the adequacy of collateral, prior charge-offs taken, interest collected and applied to principal, or a combination of these items. As of December 31, 2018, $4.2 million of individually evaluated impaired loans had $1.2 million in specific reserve allocations, and the remaining $11.4 million of individually evaluated impaired loans did not have specific reserve allocations.
The Bank may, under certain circumstances, restructure loans as a concession to borrowers who are experiencing financial difficulty. Such loans are classified as TDRs and are included in impaired loans. TDRs typically result from the Bank’s loss mitigation activities which, among other things, could include rate reductions, payment extensions, and/or principal forgiveness. As of December 31, 2019 and 2018, TDRs totaled $12.6 million and $8.0 million, respectively. As of December 31, 2019, $7.1 million of the $12.6 million of TDRs were on accrual status. As of December 31, 2018, $3.8 million of the $8.0 million of TDR loans were on accrual status. As of December 31, 2019 and 2018, the Company had no commitments to lend additional funds to debtors for loans whose terms had been modified in a TDR.
The following table sets forth information regarding nonaccrual loans, OREO, loans past due 90 days or more but still accruing, delinquent loans 30-89 days past due as to interest or principal held by the Bank, and TDRs as of the dates indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
Loans accounted for on a nonaccrual basis
|
$
|
16,103
|
|
|
$
|
14,057
|
|
|
$
|
14,295
|
|
|
$
|
17,315
|
|
|
$
|
26,571
|
|
|
|
|
|
|
|
|
|
|
|
OREO
|
—
|
|
|
401
|
|
|
—
|
|
|
1,690
|
|
|
776
|
|
Total nonperforming assets
|
$
|
16,103
|
|
|
$
|
14,458
|
|
|
$
|
14,295
|
|
|
$
|
19,005
|
|
|
$
|
27,347
|
|
Loans past due 90 days or more, but still accruing
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Delinquent loans 30-89 days past due
|
$
|
25,945
|
|
|
$
|
22,299
|
|
|
$
|
25,048
|
|
|
$
|
15,137
|
|
|
$
|
13,094
|
|
Troubled debt restructured loans (1)
|
$
|
12,567
|
|
|
$
|
8,043
|
|
|
$
|
13,580
|
|
|
$
|
18,078
|
|
|
$
|
30,583
|
|
Nonaccrual loans as a % of total loans
|
0.23
|
%
|
|
0.20
|
%
|
|
0.22
|
%
|
|
0.28
|
%
|
|
0.46
|
%
|
Nonperforming assets as a % of total assets
|
0.18
|
%
|
|
0.17
|
%
|
|
0.17
|
%
|
|
0.24
|
%
|
|
0.36
|
%
|
Delinquent loans 30-89 days past due as a % of total loans
|
0.37
|
%
|
|
0.32
|
%
|
|
0.39
|
%
|
|
0.25
|
%
|
|
0.23
|
%
|
_____________________
(1)Includes $5.5 million, $4.2 million, $2.5 million, $5.7 million, and $12.0 million also reported in nonaccrual loans as of December 31, 2019, 2018, 2017, 2016, and 2015 respectively.
A roll forward of nonaccrual loans for the years ended December 31, 2019 and 2018 is presented in the table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2019
|
|
2018
|
|
(In thousands)
|
|
|
Nonaccrual loans, beginning of year
|
$
|
14,057
|
|
|
$
|
14,295
|
|
Transfers in to nonaccrual status
|
11,743
|
|
|
11,886
|
|
Transfers out to OREO
|
—
|
|
|
(108)
|
|
|
|
|
|
Transfers out to accrual status
|
(3,050)
|
|
|
(4,379)
|
|
Charge-offs
|
(1,229)
|
|
|
(884)
|
|
Paid off/ paid down
|
(5,418)
|
|
|
(6,753)
|
|
Nonaccrual loans, end of year
|
$
|
16,103
|
|
|
$
|
14,057
|
|
The following table presents a summary of credit quality by geography, based on the location of the regional offices:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2019
|
|
2018
|
|
(In thousands)
|
|
|
Nonaccrual loans:
|
|
|
|
New England
|
$
|
9,764
|
|
|
$
|
6,728
|
|
Northern California
|
319
|
|
|
2,488
|
|
Southern California
|
6,020
|
|
|
4,841
|
|
Total nonaccrual loans
|
$
|
16,103
|
|
|
$
|
14,057
|
|
Loans 30-89 days past due and accruing:
|
|
|
|
New England
|
$
|
20,507
|
|
|
$
|
15,961
|
|
Northern California
|
2,593
|
|
|
2,246
|
|
Southern California
|
2,845
|
|
|
4,092
|
|
Total loans 30-89 days past due
|
$
|
25,945
|
|
|
$
|
22,299
|
|
Accruing classified loans: (1)
|
|
|
|
New England
|
$
|
20,428
|
|
|
$
|
10,392
|
|
Northern California
|
24,946
|
|
|
24,584
|
|
Southern California
|
12,548
|
|
|
19,119
|
|
Total accruing classified loans
|
$
|
57,922
|
|
|
$
|
54,095
|
|
____________________
(1) Accruing Classified includes both Substandard and Doubtful classifications.
The following table presents a summary of the credit quality by loan type. The loan type assigned to the credit quality data is based on the purpose of the loan.
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2019
|
|
2018
|
|
(In thousands)
|
|
|
Nonaccrual loans:
|
|
|
|
Commercial and industrial
|
$
|
582
|
|
|
$
|
2,554
|
|
Commercial tax-exempt
|
—
|
|
|
—
|
|
Commercial real estate
|
—
|
|
|
546
|
|
Construction and land
|
—
|
|
|
—
|
|
Residential
|
13,993
|
|
|
7,914
|
|
Home equity
|
1,525
|
|
|
3,031
|
|
Consumer and other
|
3
|
|
|
12
|
|
Total nonaccrual loans
|
$
|
16,103
|
|
|
$
|
14,057
|
|
Loans 30-89 days past due and accruing:
|
|
|
|
Commercial and industrial
|
$
|
828
|
|
|
$
|
9,794
|
|
Commercial tax-exempt
|
—
|
|
|
—
|
|
Commercial real estate
|
1,420
|
|
|
—
|
|
Construction and land
|
—
|
|
|
—
|
|
Residential
|
20,171
|
|
|
6,843
|
|
Home equity
|
369
|
|
|
602
|
|
Consumer and other
|
3,157
|
|
|
5,060
|
|
Total loans 30-89 days past due
|
$
|
25,945
|
|
|
$
|
22,299
|
|
Accruing classified loans: (1)
|
|
|
|
Commercial and industrial
|
$
|
24,987
|
|
|
$
|
22,992
|
|
Commercial tax-exempt
|
4,052
|
|
|
4,051
|
|
Commercial real estate
|
23,558
|
|
|
27,052
|
|
Construction and land
|
—
|
|
|
—
|
|
Residential
|
4,253
|
|
|
—
|
|
Home equity
|
1,072
|
|
|
—
|
|
Consumer and other
|
—
|
|
|
—
|
|
Total accruing classified loans
|
$
|
57,922
|
|
|
$
|
54,095
|
|
____________________
(1) Accruing Classified includes both Substandard and Doubtful classifications.
Interest income recorded on nonaccrual loans and accruing TDRs and interest income that would have been recorded if the nonaccrual loans and accruing TDRs had been performing in accordance with their original terms for the full year or, if originated during the year, since origination are presented in the table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
Loans accounted for on a nonaccrual basis
|
$
|
16,103
|
|
|
$
|
14,057
|
|
|
$
|
14,295
|
|
|
$
|
17,315
|
|
|
$
|
26,571
|
|
Interest income recorded during the year on these loans (1)
|
578
|
|
|
387
|
|
|
384
|
|
|
322
|
|
|
315
|
|
Interest income that would have been recorded on these nonaccrual loans during the year if the loans had been performing in accordance with their original terms and had been outstanding for the full year or since origination, if held for part of the year
|
820
|
|
|
748
|
|
|
701
|
|
|
1,091
|
|
|
2,041
|
|
Accruing troubled debt restructured loans
|
7,074
|
|
|
3,850
|
|
|
11,115
|
|
|
12,401
|
|
|
18,614
|
|
Interest income recorded during the year on these accruing TDR loans
|
278
|
|
|
199
|
|
|
616
|
|
|
652
|
|
|
822
|
|
Interest income that would have been recorded on these accruing TDR loans during the year if the loans had been performing in accordance with their original terms and had been outstanding for the full year or since origination, if held for part of the year
|
389
|
|
|
210
|
|
|
623
|
|
|
685
|
|
|
1,239
|
|
___________
(1)Represents interest income recorded while loans were in a performing status, prior to being placed on nonaccrual status and any interest income recorded on a cash basis while the loan was on nonaccrual status.
Potential Problem Loans. Loans that evidence weakness or potential weakness related to repayment history, the borrower’s financial condition, or other factors are reviewed by the Bank’s management to determine if the loan should be adversely classified. Delinquent loans may or may not be adversely classified depending upon management’s judgment with respect to each individual loan. The Bank classifies certain loans as “substandard,” “doubtful,” or “loss” based on criteria consistent with guidelines provided by banking regulators. Potential problem loans consist of accruing classified loans where known information about possible credit problems of the related borrowers causes management to have doubts as to the ability of such borrowers to comply with the present loan repayment terms and which may result in classification of such loans as nonperforming at some time in the future. Management cannot predict the extent to which economic conditions may worsen or other factors which may impact borrowers and the potential problem loans. Triggering events for loan downgrades include updated appraisal information, inability of borrowers to cover debt service payments, loss of tenants or notification by the tenant of non-renewal of lease, inability of borrowers to sell completed construction projects, and the inability of borrowers to sell properties. Accordingly, there can be no assurance that other loans will not become 90 days or more past due, be placed on nonaccrual, be restructured, or require increased allowance coverage and provision for loan losses.
The Bank has identified approximately $57.9 million in potential problem loans at December 31, 2019, an increase of $3.8 million, or 7%, compared to $54.1 million at December 31, 2018. Numerous factors impact the level of potential problem loans including economic conditions and real estate values. These factors affect the borrower’s liquidity and, in some cases, the borrower’s ability to comply with loan covenants such as debt service coverage. When there is a loss of a major tenant in a commercial real estate building, the appraised value of the building generally declines. Loans may be downgraded when this occurs as a result of the additional risk to the borrower in obtaining a new tenant in a timely manner and negotiating a lease with similar or better terms than the previous tenant. In many cases, these loans are still current and paying as agreed, although future performance may be impacted.
Liquidity
Liquidity is defined as the Company’s ability to generate adequate cash to meet its needs for day-to-day operations and material long and short-term commitments. Liquidity risk is the risk of potential loss if the Company were unable to meet its funding requirements at a reasonable cost. The Company manages its liquidity based on demand, commitments, specific events, and uncertainties to meet current and future financial obligations of a short-term nature. The Company’s objective in managing liquidity is to respond to the needs of depositors and borrowers and to respond to earnings enhancement opportunities in a changing marketplace.
At December 31, 2019, the Company’s Cash and cash equivalents amounted to $292.5 million. The Holding Company’s Cash and cash equivalents amounted to $51.3 million at December 31, 2019. Management believes that the Holding Company and its subsidiaries, including the Bank, have adequate liquidity to meet their commitments for the foreseeable future.
Management is responsible for establishing and monitoring liquidity targets as well as strategies to meet these targets. At December 31, 2019, consolidated Cash and cash equivalents, Investment securities available-for-sale, and Equity securities at fair value, less securities pledged against current borrowings and derivatives, amounted to $1.2 billion, or 14% of Total assets, compared to $1.1 billion, or 13% of Total assets at December 31, 2018. Future loan growth may depend upon the Company’s ability to grow its core deposit levels. In addition, the Company has access to available borrowings through the FHLB totaling $1.4 billion as of December 31, 2019 and December 31, 2018. Combined, this liquidity totals $2.6 billion, or 30% of assets and 36% of total deposits as of December 31, 2019 compared to $2.5 billion, or 29% of assets and 37% of total deposits at December 31, 2018.
The Bank has various internal policies and guidelines regarding liquidity, both on and off-balance sheet, loans-to-assets ratio, and limits on the use of wholesale funds. These policies and/or guidelines require certain minimum or maximum balances or ratios be maintained at all times. In light of the provisions in the Bank’s internal liquidity policies and guidelines, the Bank will carefully manage the amount and timing of future loan growth along with its relevant liquidity policies and balance sheet guidelines. As a general matter, deposits are a cheaper source of funds than borrowings, because interest rates paid for deposits are typically less than interest rates charged for borrowings. If, as a result of general economic conditions, market interest rates, competitive pressures, or otherwise, the amount of deposits at the Bank decreases, the Bank may be limited in its ability to grow its loan portfolio or may have to rely more heavily on higher cost borrowings as a source of funds. During the year ended December 31, 2019, the Bank sold $190.7 million of residential mortgage loans driven by lower deposit levels.
Holding Company Liquidity. The Company has call options in DGHM that if exercised would require the Company to purchase (and the noncontrolling interest owners of DGHM to sell) the remaining noncontrolling interests at either a contractually predetermined fair value, a multiple of EBITDA, or fair value, as determined by the operating agreement. At December 31, 2019, the estimated maximum redemption value for this subsidiary related to outstanding call options was $1.4 million, all of which could be redeemed within the next 12 months, under certain circumstances, and is classified on the Consolidated Balance Sheets as redeemable Noncontrolling interests. These put and call options are discussed in detail in Part II. Item 8. “Financial Statements and Supplementary Data - Note 14: Noncontrolling Interests.”
Although not a primary source of funds, the Holding Company has generated liquidity from the sale of subsidiaries in the past. Additional funds were generated at the time of the BOS sale closing in December 2018 and the Anchor sale closing in April 2018. On December 3, 2018, the Company completed the sale of its ownership interest in BOS to the management team of BOS for an upfront cash payment of $21.1 million and an eight-year revenue share that, at signing, had a net present value of $13.9 million. The financial impact of the transaction resulted in a pre-tax gain of $18.1 million and a related tax expense of $3.5 million. Based on the current assumptions, the Company expects to receive approximately $2.3 million in 2020 from the revenue sharing agreement with BOS.
Pursuant to the Anchor sale agreement, the Holding Company will be entitled to payments that had a net present value of $15.4 million in addition to the $31.8 million of cash received at the time of the sale closing in April 2018. The Company also incurred a tax liability of $12.7 million attributable to the transaction, which is primarily the result of a book-to-tax basis difference associated with nondeductible goodwill. Based on the current assumption, as of December 31, 2019, the Company expects to receive approximately $2.7 million in 2020 from revenue sharing payments from Anchor.
Dividends from the Bank are limited by various regulatory requirements relating to capital adequacy and retained earnings. See Part II. Item 5. “Market for Registrant’s Common Equity, Related Stockholders Matters, and Issuers Purchases of Equity Securities” for further details.
The Bank pays dividends to the Holding Company, subject to the approval of the Bank’s Board of Directors, depending on its profitability and risk-weighted asset growth. If regulatory agencies were to require banks to increase their capital ratios or impose other restrictions, it may limit the Bank's ability to pay dividends to the Holding Company and/or limit the amount that the Bank could grow.
Although the Bank’s capital currently exceeds regulatory requirements for capital, the Holding Company could downstream additional capital to increase the rate that the Bank could grow. The Holding Company’s Board of Directors is required to approve the payment depending on the amount of capital, if any, downstreamed by the Holding Company.
The Company is required to pay interest quarterly on its junior subordinated debentures. The estimated cash outlay for 2020 for the interest payments is approximately $3.6 million based on the debt outstanding at December 31, 2019 and estimated London Interbank Offered Rate (“LIBOR”). LIBOR is anticipated to be phased out as a benchmark by the end of 2021. The Company will need to negotiate an alternative benchmark rate to be used at that time.
The Company presently plans to pay cash dividends on its common stock on a quarterly basis dependent upon a number of factors such as profitability, Holding Company liquidity, and the Company’s capital levels. However, the ultimate declaration of dividends by the Company's Board of Directors will depend on consideration of, among other things, recent financial trends and internal forecasts, regulatory limitations, alternative uses of capital deployment, general economic conditions, and regulatory changes to capital requirements. Additionally, the Company is required to inform and consult with the Federal Reserve in advance of declaring a dividend that exceeds earnings for the period for which the dividend is being paid. Based on the current quarterly dividend rate of $0.12 per share, as announced by the Company on January 22, 2020, and estimated shares outstanding, the Company estimates that the amount to be paid out for dividends to common shareholders in 2020 will be approximately $39.8 million. The estimated dividend payments in 2020 could increase or decrease if the Company’s Board of Directors votes to increase or decrease, respectively, the current dividend rate, and/or the number of shares outstanding changes significantly.
On June 15, 2018, the Company redeemed all $50 million of the outstanding Series D preferred stock.
In the third quarter of 2019, the Company's Board of Directors approved, and the Company received regulatory non-objection for, a share repurchase program of up to $20.0 million of the Company's outstanding common shares. Under the program, shares may be repurchased from time to time in the open market for a one-year period. As of December 31, 2019, the Company may repurchase up to $12.8 million shares of common stock under this program. See Part II. Item 5. “Market for Registrant’s Common Equity, Related Stockholders Matters, and Issuers Purchases of Equity Securities” for further details.
Bank Liquidity. The Bank has established various borrowing arrangements to provide additional sources of liquidity and funding. Management believes that the Bank currently has adequate liquidity available to respond to current demands. The Bank is a member of the FHLB of Boston and has access to short-term and long-term borrowings from that institution. The FHLB can change the advance amounts that banks can utilize based on a bank’s current financial condition as obtained from publicly available data such as FDIC Call Reports. Decreases in the amount of FHLB borrowings available to the Bank would lower its liquidity and possibly limit the Bank’s ability to grow in the short-term. Management believes that the Bank has adequate liquidity to meet its commitments for the foreseeable future.
In addition to the above liquidity, the Bank has access to the FRB discount window facility, which can provide short-term liquidity as “lender of last resort”, brokered deposits, and federal funds lines. The use of non-core funding sources, including brokered deposits and borrowings by the Bank, may be limited by regulatory agencies. Generally, the regulatory agencies prefer that banks rely on core-funding sources for liquidity.
From time to time, the Bank purchases federal funds from the FHLB and other banking institutions to supplement its liquidity position. At December 31, 2019, the Bank had unused federal fund lines of credit totaling $500.0 million with correspondent institutions to provide it with immediate access to overnight borrowings, compared to $465.0 million at December 31, 2018. At December 31, 2019, the Bank did not have any outstanding borrowings under the federal funds lines with these correspondent institutions nor outstanding borrowings under federal funds lines with the FHLB. The Bank had $100.0 million outstanding borrowings under the federal funds lines with these correspondent institutions along with an additional $150.0 million of outstanding borrowings under federal funds lines with the FHLB at December 31, 2018. Certain liquidity sources, such as federal funds lines, may be withdrawn by the correspondent bank at any time especially in the event of financial deterioration of the institution.
The Bank has negotiated brokered deposit agreements with several institutions that have nationwide distribution capabilities. The Bank also participates in deposit placement services that can be used to provide customers to expanded deposit insurance coverage. At December 31, 2019, the Bank had $422.4 million of brokered deposits outstanding under these agreements compared to $541.1 million at December 31, 2018.
If the Bank is no longer able to utilize the FHLB for borrowing, collateral currently used for FHLB borrowings could be transferred to other facilities such as the FRB’s discount window. In addition, the Bank could increase its usage of brokered deposits. Other borrowing arrangements may have higher rates than the FHLB would typically charge.
Consolidated cash flow comparison for the years ended December 31, 2019 and 2018
Net cash provided by operating activities of continuing operations totaled $73.3 million and $91.5 million for the years ended December 31, 2019 and 2018, respectively. Cash flows from operating activities of continuing operations are generally the cash effects of transactions and other events. Cash provided by operating activities of continuing operations decreased $18.2 million from 2018 to 2019, driven by an increase in other assets, an increase in loans originated for sale, and lower net income in 2019, partially offset by proceeds from the sale of loans held for sale. The $18.1 million gain on the sale of BOS impacted 2018.
Net cash used in investing activities totaled $19.0 million and $198.4 million for the years ended December 31, 2019 and 2018, respectively. Investing activities of the Company include certain loan activities, investment activities and capital expenditures. Cash used in investing activities decreased $179.4 million from 2018 to 2019 due to the sale of portfolio loans in 2019; a net decrease in portfolio loans compared to 2018; and the sales, maturities, redemptions and principal payments of securities, net of purchases, partially offset by the sales of BOS and Anchor in 2018.
Net cash provided by financing activities totaled $110.9 million and $111.6 million for the years ended December 31, 2019 and 2018, respectively. Cash provided by financing activities decreased $0.7 million from 2018 to 2019. The decrease in cash provided by financing activities is primarily driven by the lower net change in FHLB borrowings and federal funds sold, partially offset by an increase in deposits in 2019. The redemption of the Series D preferred stock and completion of the share repurchase program impacted 2018.
The Company had no net cash provided by operating activities of discontinued operations for the year ended December 31, 2019, compared to net cash provided by operating activities of discontinued operations of $2.0 million for the year ended December 31, 2018. The revenue share agreement with a divested subsidiary ended in the first quarter of 2018, and the Company will no longer receive additional income from Westfield.
Consolidated cash flow comparison for the years ended December 31, 2018 and 2017
Net cash provided by operating activities of continuing operations totaled $91.5 million and $97.1 million for the years ended December 31, 2018 and 2017, respectively. Cash flows from operating activities of continuing operations are
generally the cash effects of transactions and other events that enter into the determination of net income of continuing operations. Cash provided by operating activities of continuing operations decreased $5.6 million from 2017 to 2018 primarily driven by the $24.9 million goodwill impairment expense in 2017, the $18.1 million gain on sale of BOS in 2018, and the impairment of goodwill in 2017, partially offset by higher net income in 2018 after adjusting for noncash items.
Net cash used in investing activities totaled $198.4 million and $354.3 million for the years ended December 31, 2018 and 2017, respectively. Investing activities of the Company include certain loan activities, investment activities and capital expenditures. Cash used in investing activities decreased $155.9 million from 2017 to 2018 primarily due to lower purchases of investment securities available-for-sale net of sales, maturities, redemptions and principal payments as well as no additional purchase of BOLI in 2018.
Net cash provided by financing activities totaled $111.6 million and $266.3 million for the years ended December 31, 2018 and 2017, respectively. Cash provided by financing activities decreased $154.7 million from 2017 to 2018. The decrease in cash provided by financing activities is driven primarily by the redemption of the Series D preferred stock, and completion of the share repurchase program in 2018, partially offset by a lower net change in FHLB borrowings and federal funds purchased in 2017.
Net cash provided by operating activities of discontinued operations totaled $2.0 million for the year ended December 31, 2018, compared to cash provided by operating activities of discontinued operations of $4.9 million for the year ended December 31, 2017. Cash flows from operating activities of discontinued operations relate to the ongoing revenue share agreement with a divested subsidiary, which ended in the first quarter of 2018, and the related income tax impact. The Company will not receive additional income from Westfield now that the final payment has been received.
Capital Resources
Total shareholders’ equity at December 31, 2019 was $819.0 million, compared to $754.0 million at December 31, 2018, an increase of $65.1 million, or 9%. The increase in shareholders’ equity was primarily the result of an increase in net income and accumulated other comprehensive income from the mark-to-market of available-for-sale investment securities, partially offset by dividends paid to common shareholders and the repurchase of common shares under the 2019 share repurchase program.
As a bank holding company, the Company is subject to various regulatory capital requirements administered by federal agencies. Failure to meet minimum capital requirements can result in certain mandatory, and possibly additional discretionary actions by regulators that, if undertaken, could have a material effect on the Company’s financial statements.
See Part II. Item 8. “Financial Statements and Supplementary Data - Note 24: Regulatory Matters” for additional details, including the regulatory capital and capital ratios table, and Part I. Item 1. “Business Supervision and Regulation - Capital Adequacy and Safety and Soundness.”
Contractual Obligations
The table below presents a detail of the maturities of the Company’s contractual obligations and commitments as of December 31, 2019. See Part II. Item 8. “Financial Statements and Supplementary Data - Notes 11 through 13” for terms of borrowing arrangements and interest rates.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due by Period
|
|
|
|
|
|
|
|
|
|
Total
|
|
Less than 1
Year
|
|
1-3
Years
|
|
3-5
Years
|
|
More than
5 Years
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
Federal Home Loan Bank Borrowings
|
$
|
350,829
|
|
|
$
|
274,365
|
|
|
$
|
65,725
|
|
|
$
|
7,349
|
|
|
$
|
3,390
|
|
Securities sold under agreements to repurchase
|
53,398
|
|
|
53,398
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
Junior subordinated debentures
|
106,363
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
106,363
|
|
Operating lease obligations
|
135,592
|
|
|
19,930
|
|
|
39,559
|
|
|
31,921
|
|
|
44,182
|
|
Deferred compensation and benefits (1)
|
32,175
|
|
|
7,558
|
|
|
4,910
|
|
|
2,987
|
|
|
16,720
|
|
Data processing
|
15,584
|
|
|
15,584
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Bonus and commissions
|
22,537
|
|
|
22,537
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total contractual obligations at
December 31, 2019
|
$
|
716,478
|
|
|
$
|
393,372
|
|
|
$
|
110,194
|
|
|
$
|
42,257
|
|
|
$
|
170,655
|
|
___________
(1)Includes supplemental executive retirement plans, deferred compensation plan, salary continuation plans, long-term incentive plans, and split dollar life insurance.
The amounts below related to commitments to originate loans, unused lines of credit, and standby letters of credit are at the discretion of the client and may never actually be drawn upon. Generally for commercial lines of credit the borrower must be in compliance with the applicable loan covenants to be able to draw on an unused line. The contractual amount of the Company’s financial instruments with off-balance sheet risk is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maturity of Commitment by Period
|
|
|
|
|
|
|
|
|
|
Total
|
|
Less than 1
Year
|
|
1-3
Years
|
|
3-5
Years
|
|
More than
5 Years
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
Unadvanced portion of loans, unused lines of credit, and commitments to originate loans
|
$
|
1,593,002
|
|
|
$
|
833,343
|
|
|
$
|
241,836
|
|
|
$
|
83,048
|
|
|
$
|
434,775
|
|
Standby letters of credit
|
49,117
|
|
|
49,117
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Forward commitments to sell loans
|
11,850
|
|
|
11,850
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total commitments at
December 31, 2019
|
$
|
1,653,969
|
|
|
$
|
894,310
|
|
|
$
|
241,836
|
|
|
$
|
83,048
|
|
|
$
|
434,775
|
|
Off-Balance Sheet Arrangements
The Company and its subsidiaries own equity interests in certain limited partnerships and limited liability companies. Most of these are investment vehicles that are managed by the Company’s investment adviser subsidiaries. The Company accounts for these investments under the equity method of accounting so the total amount of assets and liabilities of the investment partnerships are not included in the consolidated financial statements of the Company.
Impact of Accounting Estimates
In preparing the consolidated financial statements, management is required to make certain estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to change, in the near term, relate to the determination of the allowance for loan losses, valuation of goodwill and other intangibles, and income tax estimates.
Impact of Inflation and Changing Prices
The consolidated financial statements and related notes thereto presented in Part II. Item 8. “Financial Statements and Supplementary Data” have been prepared in accordance with GAAP, which require the measurement of financial position and operating results in terms of historical dollars without considering changes in the relative purchasing power of money over time due to inflation.
Unlike many industrial companies, substantially all of the assets and liabilities of the Company are monetary in nature. As a result, interest rates have a more significant impact on the Company’s performance than the general level of inflation. Over short periods of time, interest rates may not necessarily move in the same direction or in the same magnitude as inflation. See Part II. Item 7A. “Quantitative and Qualitative Disclosures about Market Risk - Interest Rate Sensitivity and Market Risk.”
Recent Accounting Pronouncements
See Part II. Item 8. “Financial Statements and Supplementary Data - Note 1: Basis of Presentation and Summary of Significant Accounting Policies” for a description of upcoming changes to accounting principles generally accepted in the United States that may impact the Company.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
BOSTON PRIVATE FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
|
(In thousands, except share and per share data)
|
|
|
Assets:
|
|
|
|
Cash and cash equivalents
|
$
|
292,479
|
|
|
$
|
127,259
|
|
Investment securities available-for-sale (amortized cost of $966,900 and $1,018,774 at December 31, 2019 and 2018, respectively)
|
978,284
|
|
|
994,065
|
|
Investment securities held-to-maturity (fair value of $47,949 and $68,595 at December 31, 2019 and 2018, respectively)
|
48,212
|
|
|
70,438
|
|
Equity securities at fair value
|
18,810
|
|
|
14,228
|
|
Stock in Federal Home Loan Bank and Federal Reserve Bank
|
39,078
|
|
|
49,263
|
|
Loans held for sale
|
7,386
|
|
|
2,812
|
|
Total loans
|
6,976,704
|
|
|
6,893,158
|
|
Less: Allowance for loan losses
|
71,982
|
|
|
75,312
|
|
Net loans
|
6,904,722
|
|
|
6,817,846
|
|
Other real estate owned (“OREO”)
|
—
|
|
|
401
|
|
Premises and equipment, net
|
44,527
|
|
|
45,412
|
|
Goodwill
|
57,607
|
|
|
57,607
|
|
Intangible assets, net
|
10,352
|
|
|
12,227
|
|
Fees receivable
|
4,095
|
|
|
5,101
|
|
Accrued interest receivable
|
24,175
|
|
|
24,366
|
|
Deferred income taxes, net
|
11,383
|
|
|
26,638
|
|
Right-of-use assets
|
102,075
|
|
|
—
|
|
Other assets
|
287,316
|
|
|
246,962
|
|
Total assets
|
$
|
8,830,501
|
|
|
$
|
8,494,625
|
|
Liabilities:
|
|
|
|
Deposits
|
$
|
7,241,476
|
|
|
$
|
6,781,170
|
|
Securities sold under agreements to repurchase
|
53,398
|
|
|
36,928
|
|
Federal funds purchased
|
—
|
|
|
250,000
|
|
Federal Home Loan Bank borrowings
|
350,829
|
|
|
420,144
|
|
Junior subordinated debentures
|
106,363
|
|
|
106,363
|
|
Lease liabilities
|
117,214
|
|
|
—
|
|
Other liabilities
|
140,820
|
|
|
143,540
|
|
Total liabilities
|
8,010,100
|
|
|
7,738,145
|
|
Redeemable Noncontrolling Interests
|
1,383
|
|
|
2,526
|
|
Shareholders’ Equity:
|
|
|
|
|
|
|
|
Common stock, $1.00 par value; authorized: 170,000,000 shares; issued and outstanding: 83,265,674 shares at December 31, 2019 and 83,655,651 shares at December 31, 2018
|
83,266
|
|
|
83,656
|
|
Additional paid-in capital
|
600,708
|
|
|
600,196
|
|
Retained earnings
|
127,469
|
|
|
87,821
|
|
Accumulated other comprehensive income/(loss)
|
7,575
|
|
|
(17,719)
|
|
|
|
|
|
|
|
|
|
Total shareholders’ equity
|
819,018
|
|
|
753,954
|
|
Total liabilities, redeemable noncontrolling interests and shareholders’ equity
|
$
|
8,830,501
|
|
|
$
|
8,494,625
|
|
See accompanying notes to consolidated financial statements.
BOSTON PRIVATE FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
|
(In thousands, except share and per share data)
|
|
|
|
|
Interest and dividend income:
|
|
|
|
|
|
Loans
|
$
|
281,580
|
|
|
$
|
262,525
|
|
|
$
|
228,964
|
|
Taxable investment securities
|
4,113
|
|
|
6,007
|
|
|
6,393
|
|
Non-taxable investment securities
|
7,702
|
|
|
7,094
|
|
|
6,622
|
|
Mortgage-backed securities
|
10,793
|
|
|
12,091
|
|
|
13,391
|
|
Short-term investments and other
|
4,259
|
|
|
5,187
|
|
|
3,325
|
|
Total interest and dividend income
|
308,447
|
|
|
292,904
|
|
|
258,695
|
|
Interest expense:
|
|
|
|
|
|
Deposits
|
59,083
|
|
|
39,846
|
|
|
20,884
|
|
Federal Home Loan Bank borrowings
|
14,969
|
|
|
13,787
|
|
|
9,883
|
|
Junior subordinated debentures
|
4,189
|
|
|
3,925
|
|
|
2,919
|
|
Repurchase agreements and other short-term borrowings
|
2,130
|
|
|
780
|
|
|
323
|
|
Total interest expense
|
80,371
|
|
|
58,338
|
|
|
34,009
|
|
Net interest income
|
228,076
|
|
|
234,566
|
|
|
224,686
|
|
Provision/(credit) for loan losses
|
(3,564)
|
|
|
(2,198)
|
|
|
(7,669)
|
|
Net interest income after provision/(credit) for loan losses
|
231,640
|
|
|
236,764
|
|
|
232,355
|
|
Fees and other income:
|
|
|
|
|
|
Wealth management and trust fees
|
75,757
|
|
|
99,818
|
|
|
97,921
|
|
Investment management fees
|
10,155
|
|
|
21,728
|
|
|
45,515
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other banking fee income
|
10,948
|
|
|
9,826
|
|
|
8,915
|
|
Gain on sale of loans, net
|
1,622
|
|
|
243
|
|
|
451
|
|
|
|
|
|
|
|
Gain/(loss) on sale of investments, net
|
—
|
|
|
(613)
|
|
|
376
|
|
Gain/(loss) on OREO, net
|
91
|
|
|
—
|
|
|
(46)
|
|
Gain/(loss) on sale of affiliates
|
—
|
|
|
18,142
|
|
|
(1,264)
|
|
Other
|
2,974
|
|
|
853
|
|
|
2,098
|
|
Total fees and other income
|
101,547
|
|
|
149,997
|
|
|
153,966
|
|
Operating expense:
|
|
|
|
|
|
Salaries and employee benefits
|
134,302
|
|
|
161,468
|
|
|
178,501
|
|
Occupancy and equipment
|
32,038
|
|
|
32,116
|
|
|
30,165
|
|
Information systems
|
22,642
|
|
|
25,185
|
|
|
21,796
|
|
Professional services
|
15,228
|
|
|
13,155
|
|
|
13,763
|
|
Marketing and business development
|
6,439
|
|
|
7,648
|
|
|
7,766
|
|
Amortization of intangibles
|
2,691
|
|
|
2,929
|
|
|
5,601
|
|
Impairment of goodwill
|
—
|
|
|
—
|
|
|
24,901
|
|
FDIC insurance
|
1,285
|
|
|
2,865
|
|
|
2,969
|
|
Restructuring
|
1,646
|
|
|
7,828
|
|
|
—
|
|
Other
|
13,935
|
|
|
14,161
|
|
|
14,474
|
|
Total operating expense
|
230,206
|
|
|
267,355
|
|
|
299,936
|
|
Income before income taxes
|
102,981
|
|
|
119,406
|
|
|
86,385
|
|
Income tax expense
|
22,591
|
|
|
37,537
|
|
|
46,196
|
|
Net income from continuing operations
|
80,390
|
|
|
81,869
|
|
|
40,189
|
|
Net income from discontinued operations
|
—
|
|
|
2,002
|
|
|
4,870
|
|
Net income before attribution to noncontrolling interests
|
80,390
|
|
|
83,871
|
|
|
45,059
|
|
(Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
|
(In thousands, except share and per share data)
|
|
|
|
|
Less: Net income attributable to noncontrolling interests
|
362
|
|
|
3,487
|
|
|
4,468
|
|
Net income attributable to the Company
|
$
|
80,028
|
|
|
$
|
80,384
|
|
|
$
|
40,591
|
|
Adjustments to net income attributable to the Company to arrive at net income attributable to common shareholders
|
1,143
|
|
|
(1,682)
|
|
|
(4,887)
|
|
Net income attributable to common shareholders for earnings per share calculation
|
$
|
81,171
|
|
|
$
|
78,702
|
|
|
$
|
35,704
|
|
|
|
|
|
|
|
Basic earnings per share attributable to common shareholders:
|
|
|
|
|
|
From continuing operations:
|
$
|
0.97
|
|
|
$
|
0.92
|
|
|
$
|
0.37
|
|
From discontinued operations:
|
$
|
—
|
|
|
$
|
0.02
|
|
|
$
|
0.06
|
|
Total attributable to common shareholders:
|
$
|
0.97
|
|
|
$
|
0.94
|
|
|
$
|
0.43
|
|
Weighted average basic common shares outstanding
|
83,430,740
|
|
|
83,596,685
|
|
|
82,430,633
|
|
|
|
|
|
|
|
Diluted earnings per share attributable to common shareholders:
|
|
|
|
|
|
From continuing operations:
|
$
|
0.97
|
|
|
$
|
0.90
|
|
|
$
|
0.36
|
|
From discontinued operations:
|
$
|
—
|
|
|
$
|
0.02
|
|
|
$
|
0.06
|
|
Total attributable to common shareholders:
|
$
|
0.97
|
|
|
$
|
0.92
|
|
|
$
|
0.42
|
|
Weighted average diluted common shares outstanding
|
83,920,792
|
|
|
85,331,314
|
|
|
84,802,565
|
|
See accompanying notes to consolidated financial statements.
BOSTON PRIVATE FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
|
(In thousands)
|
|
|
|
|
Net income attributable to the Company
|
$
|
80,028
|
|
|
$
|
80,384
|
|
|
$
|
40,591
|
|
Other comprehensive income/(loss), net of tax:
|
|
|
|
|
|
Unrealized gain/(loss) on securities available-for-sale
|
25,991
|
|
|
(9,503)
|
|
|
4,719
|
|
Reclassification adjustment for net realized (gain)/loss included in net income
|
—
|
|
|
426
|
|
|
(222)
|
|
Net unrealized gain/(loss) on securities available-for-sale
|
25,991
|
|
|
(9,077)
|
|
|
4,497
|
|
Unrealized gain/(loss) on cash flow hedges
|
(31)
|
|
|
700
|
|
|
190
|
|
Reclassification adjustment for net realized (gain)/loss included in net income
|
(360)
|
|
|
(646)
|
|
|
688
|
|
Net unrealized gain/(loss) on cash flow hedges
|
(391)
|
|
|
54
|
|
|
878
|
|
Unrealized gain/(loss) on other
|
(306)
|
|
|
296
|
|
|
50
|
|
Net unrealized gain/(loss) on other
|
(306)
|
|
|
296
|
|
|
50
|
|
Other comprehensive income/(loss), net of tax
|
25,294
|
|
|
(8,727)
|
|
|
5,425
|
|
Total comprehensive income attributable to the Company, net
|
$
|
105,322
|
|
|
$
|
71,657
|
|
|
$
|
46,016
|
|
See accompanying notes to consolidated financial statements.
BOSTON PRIVATE FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred
Stock
|
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income/
(Loss)
|
|
Noncontrolling Interests
|
|
Total
|
|
(In thousands, except share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2016
|
$
|
47,753
|
|
|
$
|
83,732
|
|
|
$
|
597,454
|
|
|
$
|
47,929
|
|
|
$
|
(12,548)
|
|
|
$
|
4,161
|
|
|
$
|
768,481
|
|
Reclassification due to change in accounting principle (1)
|
—
|
|
|
—
|
|
|
—
|
|
|
1,535
|
|
|
(1,535)
|
|
|
—
|
|
|
—
|
|
Net income attributable to the Company
|
—
|
|
|
—
|
|
|
—
|
|
|
40,591
|
|
|
—
|
|
|
—
|
|
|
40,591
|
|
Other comprehensive income/(loss), net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,425
|
|
|
—
|
|
|
5,425
|
|
Dividends paid to common shareholders:
$0.44 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
(37,054)
|
|
|
—
|
|
|
—
|
|
|
(37,054)
|
|
Dividends paid to preferred shareholders
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,475)
|
|
|
—
|
|
|
—
|
|
|
(3,475)
|
|
Net change in noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,025
|
|
|
1,025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net proceeds from issuance of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
140,284 shares of common stock
|
—
|
|
|
140
|
|
|
1,461
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,601
|
|
99,927 incentive stock grant shares canceled or forfeited and 91,100 shares withheld for employee taxes
|
—
|
|
|
(191)
|
|
|
(1,239)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,430)
|
|
Exercise of warrants
|
—
|
|
|
419
|
|
|
2,584
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,003
|
|
Amortization of stock compensation and employee stock purchase plan
|
—
|
|
|
—
|
|
|
8,275
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,275
|
|
Stock options exercised
|
—
|
|
|
108
|
|
|
774
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
882
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other equity adjustments
|
—
|
|
|
—
|
|
|
(1,380)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,380)
|
|
Balance at December 31, 2017
|
$
|
47,753
|
|
|
$
|
84,208
|
|
|
$
|
607,929
|
|
|
$
|
49,526
|
|
|
$
|
(8,658)
|
|
|
$
|
5,186
|
|
|
$
|
785,944
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2017
|
$
|
47,753
|
|
|
$
|
84,208
|
|
|
$
|
607,929
|
|
|
$
|
49,526
|
|
|
$
|
(8,658)
|
|
|
$
|
5,186
|
|
|
$
|
785,944
|
|
Reclassification due to change in accounting principles (2)
|
—
|
|
|
—
|
|
|
—
|
|
|
334
|
|
|
(334)
|
|
|
—
|
|
|
—
|
|
Net income attributable to the Company
|
—
|
|
|
—
|
|
|
—
|
|
|
80,384
|
|
|
—
|
|
|
—
|
|
|
80,384
|
|
Other comprehensive income/(loss), net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,727)
|
|
|
—
|
|
|
(8,727)
|
|
Dividends paid to common shareholders:
$0.48 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
(40,685)
|
|
|
—
|
|
|
—
|
|
|
(40,685)
|
|
Dividends paid to preferred shareholders
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,738)
|
|
|
—
|
|
|
—
|
|
|
(1,738)
|
|
Net change in noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,186)
|
|
|
(5,186)
|
|
Redemption of Series D preferred stock
|
(47,753)
|
|
|
—
|
|
|
(2,247)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50,000)
|
|
Repurchase of 1,642,635 shares of common stock
|
—
|
|
|
(1,643)
|
|
|
(18,357)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,000)
|
|
Net proceeds from issuance of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
142,817 shares of common stock
|
—
|
|
|
143
|
|
|
1,723
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,866
|
|
40,475 shares of incentive stock grants, net of 154,905 shares canceled or forfeited and 161,967 shares withheld for employee taxes
|
—
|
|
|
(275)
|
|
|
(1,529)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,804)
|
|
Exercise of warrants
|
—
|
|
|
1,019
|
|
|
(647)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
372
|
|
Amortization of stock compensation and employee stock purchase plan
|
—
|
|
|
—
|
|
|
6,050
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,050
|
|
Stock options exercised
|
—
|
|
|
204
|
|
|
1,457
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,661
|
|
Other equity adjustments
|
—
|
|
|
—
|
|
|
5,817
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,817
|
|
Balance at December 31, 2018
|
$
|
—
|
|
|
$
|
83,656
|
|
|
$
|
600,196
|
|
|
$
|
87,821
|
|
|
$
|
(17,719)
|
|
|
$
|
—
|
|
|
$
|
753,954
|
|
(Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred
Stock
|
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income/
(Loss)
|
|
Noncontrolling Interests
|
|
Total
|
|
(In thousands, except share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2018
|
$
|
—
|
|
|
$
|
83,656
|
|
|
$
|
600,196
|
|
|
$
|
87,821
|
|
|
$
|
(17,719)
|
|
|
$
|
—
|
|
|
$
|
753,954
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to the Company
|
—
|
|
|
—
|
|
|
—
|
|
|
80,028
|
|
|
—
|
|
|
—
|
|
|
80,028
|
|
Other comprehensive income/(loss), net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,294
|
|
|
—
|
|
|
25,294
|
|
Dividends paid to common shareholders:
$0.48 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
(40,380)
|
|
|
—
|
|
|
—
|
|
|
(40,380)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase of 678,165 shares of common stock
|
—
|
|
|
(678)
|
|
|
(6,515)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,193)
|
|
Net proceeds from issuance of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
278,060 shares of common stock
|
—
|
|
|
278
|
|
|
2,135
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,413
|
|
56,767 shares of incentive stock grants, net of 10,026 shares canceled or forfeited and 119,590 shares withheld for employee taxes
|
—
|
|
|
(73)
|
|
|
(420)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(493)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of stock compensation and employee stock purchase plan
|
—
|
|
|
—
|
|
|
3,994
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,994
|
|
Stock options exercised
|
—
|
|
|
83
|
|
|
479
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
562
|
|
Other equity adjustments
|
—
|
|
|
—
|
|
|
839
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
839
|
|
Balance at December 31, 2019
|
$
|
—
|
|
|
$
|
83,266
|
|
|
$
|
600,708
|
|
|
$
|
127,469
|
|
|
$
|
7,575
|
|
|
$
|
—
|
|
|
$
|
819,018
|
|
_____________
(1)Reclassification due to the adoption of ASU 2018-02. See Part II. Item 8. “Financial Statements and Supplementary Data - Note 1: Basis of Presentation and Summary of Significant Accounting Policies.”
(2)Reclassification due to the adoption of ASU 2016-01 and ASU 2017-12. See Part II. Item 8. “Financial Statements and Supplementary Data - Note 1: Basis of Presentation and Summary of Significant Accounting Policies.”
See accompanying notes to consolidated financial statements.
BOSTON PRIVATE FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
|
(In thousands)
|
|
|
|
|
Cash flows from operating activities:
|
|
|
|
|
|
Net income attributable to the Company
|
$
|
80,028
|
|
|
$
|
80,384
|
|
|
$
|
40,591
|
|
Adjustments to arrive at net income from continuing operations
|
|
|
|
|
|
Net income attributable to noncontrolling interests
|
362
|
|
|
3,487
|
|
|
4,468
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Net income from discontinued operations
|
—
|
|
|
(2,002)
|
|
|
(4,870)
|
|
Net income from continuing operations
|
80,390
|
|
|
81,869
|
|
|
40,189
|
|
Adjustments to reconcile net income from continuing operations to net cash provided by/(used in) operating activities:
|
|
|
|
|
|
Depreciation and amortization
|
24,125
|
|
|
23,129
|
|
|
21,023
|
|
Net income attributable to noncontrolling interests
|
(362)
|
|
|
(3,487)
|
|
|
(4,468)
|
|
Stock compensation, net of cancellations
|
4,820
|
|
|
6,676
|
|
|
8,275
|
|
Impairment of goodwill
|
—
|
|
|
—
|
|
|
24,901
|
|
Provision/(credit) for loan losses
|
(3,564)
|
|
|
(2,198)
|
|
|
(7,669)
|
|
Loans originated for sale
|
(62,690)
|
|
|
(37,631)
|
|
|
(53,287)
|
|
Proceeds from sale of loans held for sale
|
58,541
|
|
|
39,773
|
|
|
52,508
|
|
|
|
|
|
|
|
(Gain)/loss on sale of affiliates
|
—
|
|
|
(18,142)
|
|
|
1,264
|
|
Goodwill and intangibles on sale of affiliates
|
—
|
|
|
18,919
|
|
|
—
|
|
Deferred income tax expense/(benefit)
|
5,423
|
|
|
5,829
|
|
|
22,845
|
|
Decrease in right-of-use assets
|
6,386
|
|
|
—
|
|
|
—
|
|
Decrease in operating lease liabilities
|
(7,050)
|
|
|
—
|
|
|
—
|
|
Net decrease/(increase) in other operating activities
|
(32,737)
|
|
|
(23,240)
|
|
|
(8,466)
|
|
Net cash provided by operating activities of continuing operations
|
73,282
|
|
|
91,497
|
|
|
97,115
|
|
Net cash provided by operating activities of discontinued operations
|
—
|
|
|
2,002
|
|
|
4,870
|
|
Net cash provided by operating activities
|
73,282
|
|
|
93,499
|
|
|
101,985
|
|
Cash flows from investing activities:
|
|
|
|
|
|
Investment securities available-for-sale:
|
|
|
|
|
|
Purchases
|
(84,514)
|
|
|
(39,747)
|
|
|
(111,755)
|
|
Sales
|
—
|
|
|
53,412
|
|
|
81,221
|
|
Maturities, redemptions, and principal payments
|
128,654
|
|
|
120,523
|
|
|
120,546
|
|
Investment securities held-to-maturity:
|
|
|
|
|
|
Purchases
|
—
|
|
|
(21,752)
|
|
|
(14,945)
|
|
Principal payments
|
21,949
|
|
|
25,598
|
|
|
32,912
|
|
Equity securities at fair value:
|
|
|
|
|
|
Purchases
|
(51,395)
|
|
|
(63,791)
|
|
|
(65,266)
|
|
Sales
|
46,813
|
|
|
70,357
|
|
|
67,186
|
|
(Investments)/distributions in trusts, net
|
720
|
|
|
224
|
|
|
(952)
|
|
Purchase of BOLI
|
—
|
|
|
—
|
|
|
(50,000)
|
|
Contingent considerations from divestitures
|
4,507
|
|
|
1,233
|
|
|
—
|
|
(Purchase)/redemption of FHLB and FRB stock, net
|
10,185
|
|
|
10,710
|
|
|
(15,896)
|
|
Net increase in portfolio loans
|
(277,351)
|
|
|
(390,884)
|
|
|
(390,003)
|
|
Proceeds from recoveries of loans previously charged-off
|
1,463
|
|
|
3,266
|
|
|
5,197
|
|
Proceeds from sale of OREO
|
492
|
|
|
108
|
|
|
1,644
|
|
Proceeds from sale of portfolio loans
|
190,686
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
Proceeds from sale of affiliates
|
—
|
|
|
52,981
|
|
|
—
|
|
(Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
|
(In thousands)
|
|
|
|
|
Capital expenditures
|
(11,205)
|
|
|
(20,643)
|
|
|
(14,204)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) investing activities
|
(18,996)
|
|
|
(198,405)
|
|
|
(354,315)
|
|
Cash flows from financing activities:
|
|
|
|
|
|
Net increase in deposits
|
460,306
|
|
|
270,924
|
|
|
425,100
|
|
Net (decrease)/increase in securities sold under agreements to repurchase
|
16,470
|
|
|
4,759
|
|
|
(27,455)
|
|
Net (decrease)/increase in federal funds purchased
|
(250,000)
|
|
|
220,000
|
|
|
(50,000)
|
|
Net (decrease)/increase in short-term FHLB borrowings
|
35,000
|
|
|
(220,000)
|
|
|
40,000
|
|
Advances of long-term FHLB borrowings
|
340,000
|
|
|
116,444
|
|
|
50,110
|
|
Repayments of long-term FHLB borrowings
|
(444,315)
|
|
|
(169,981)
|
|
|
(130,634)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase of Series D preferred stock, including deemed dividend
|
—
|
|
|
(50,000)
|
|
|
—
|
|
Repurchase of common stock
|
(7,193)
|
|
|
(20,000)
|
|
|
—
|
|
Dividends paid to common shareholders
|
(40,380)
|
|
|
(40,685)
|
|
|
(37,054)
|
|
Dividends paid to preferred shareholders
|
—
|
|
|
(1,738)
|
|
|
(3,475)
|
|
|
|
|
|
|
|
Proceeds from warrant exercises
|
—
|
|
|
372
|
|
|
3,003
|
|
Proceeds from stock option exercises
|
562
|
|
|
1,661
|
|
|
882
|
|
Proceeds from issuance of common stock
|
2,413
|
|
|
1,866
|
|
|
1,601
|
|
Tax withholding for share based compensation awards
|
(1,319)
|
|
|
(2,430)
|
|
|
(1,430)
|
|
Distributions paid to noncontrolling interests
|
(362)
|
|
|
(3,354)
|
|
|
(4,360)
|
|
Other equity adjustments
|
(248)
|
|
|
3,786
|
|
|
26
|
|
Net cash provided by financing activities
|
110,934
|
|
|
111,624
|
|
|
266,314
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in cash and cash equivalents
|
165,220
|
|
|
6,718
|
|
|
13,984
|
|
Cash and cash equivalents at beginning of year
|
127,259
|
|
|
120,541
|
|
|
106,557
|
|
Cash and cash equivalents at end of year
|
$
|
292,479
|
|
|
$
|
127,259
|
|
|
$
|
120,541
|
|
Supplementary schedule of non-cash investing and financing activities:
|
|
|
|
|
|
Cash paid for interest
|
$
|
80,428
|
|
|
$
|
58,548
|
|
|
$
|
33,727
|
|
Cash paid for income taxes, net of (refunds received)
|
$
|
17,017
|
|
|
$
|
20,541
|
|
|
$
|
32,159
|
|
Change in unrealized gain/(loss) on securities available-for-sale, net of tax
|
$
|
25,991
|
|
|
$
|
(9,077)
|
|
|
$
|
4,497
|
|
Change in unrealized gain/(loss) on cash flow hedges, net of tax
|
$
|
(391)
|
|
|
$
|
54
|
|
|
$
|
878
|
|
Change in unrealized gain/(loss) on other, net of tax
|
$
|
(306)
|
|
|
$
|
296
|
|
|
$
|
50
|
|
Non-cash transactions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transfer of net assets into held for sale
|
$
|
—
|
|
|
$
|
21
|
|
|
$
|
58,034
|
|
Loans charged-off
|
$
|
(1,229)
|
|
|
$
|
(899)
|
|
|
$
|
(863)
|
|
Loans transferred into OREO from portfolio
|
$
|
—
|
|
|
$
|
401
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
BOSTON PRIVATE FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Boston Private Financial Holdings, Inc. (the “Company” or “BPFH”), is a bank holding company (the “Holding Company”) with two reportable segments: (i) Private Banking and (ii) Wealth Management and Trust.
The Private Banking segment is comprised of the banking operations of Boston Private Bank & Trust Company (the “Bank” or “Boston Private Bank”), a trust company chartered by The Commonwealth of Massachusetts, whose deposits are insured by the Federal Deposit Insurance Corporation (the “FDIC”), and a wholly-owned subsidiary of the Company. Boston Private Bank is a member of the Federal Reserve Bank of Boston. Boston Private Bank primarily operates in three geographic markets: New England, Northern California, and Southern California. The Private Banking segment is principally engaged in providing banking services to high net worth individuals, privately-owned businesses and partnerships, and nonprofit organizations. In addition, the Private Banking segment is an active provider of financing for affordable housing, first-time homebuyers, economic development, social services, community revitalization and small businesses.
The Wealth Management and Trust segment is comprised of Boston Private Wealth LLC (“Boston Private Wealth”), a registered investment adviser (“RIA”) and wholly-owned subsidiary of the Bank, as well as the trust operations of Boston Private Bank. The Wealth Management and Trust segment offers planning-based financial strategies, wealth management, family office, financial planning, tax planning, and trust services to individuals, families, institutions, and nonprofit institutions. On September 1, 2019, KLS Professional Advisors Group, LLC (“KLS”) merged with and into Boston Private Wealth. The results of KLS were previously reported in a third reportable segment, “Affiliate Partners”, as further discussed below. The Wealth Management and Trust segment operates in New England, New York, Southeast Florida, Northern California, and Southern California.
Prior to the third quarter of 2019, the Company had three reportable segments: Affiliate Partners, Private Banking, and Wealth Management and Trust. For the first two quarters of 2019, the Affiliate Partners segment was comprised of two subsidiaries of the Company: KLS and Dalton, Greiner, Hartman, Maher & Co., LLC (“DGHM”), each of which are RIAs. Prior to the first quarter of 2019, the Affiliate Partners segment also included Anchor Capital Advisors, LLC (“Anchor”) and Bingham, Osborn & Scarborough, LLC (“BOS”). On April 13, 2018, the Company completed the sale of its ownership interest in Anchor. On December 3, 2018, the Company completed the sale of its ownership interest in BOS. See Part II. Item 8. “Financial Statements and Supplementary Data - Note 3: Asset Sales and Divestitures” for additional information.
With the integration of KLS into Boston Private Wealth, the Company reorganized the segment reporting structure to align with how the Company's financial performance and strategy is reviewed and managed. The results of KLS are now included in the results of Boston Private Wealth within the Wealth Management and Trust segment for all periods presented. The results of DGHM are now included within the Holding Company and Eliminations segment for all periods presented. The results of Anchor and BOS are included in the Holding Company and Eliminations segment for the periods owned. See Part II. Item 8. “Financial Statements and Supplementary Data - Note 3: Asset Sales and Divestitures” for further details on the transactions.
Basis of Presentation
The Company conducts substantially all of its business through its two reportable segments. All significant intercompany accounts and transactions have been eliminated in consolidation, and the portion of income allocated to owners other than the Company is included in “Net income attributable to noncontrolling interests” in the Consolidated Statements of Operations. Redeemable noncontrolling interests in the Consolidated Balance Sheets reflect the maximum redemption value of agreements with other owners.
The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S.”) (“GAAP”). Reclassifications of amounts in prior years’ consolidated financial statements are made whenever necessary to conform to the current year’s presentation.
Use of Estimates
In preparing the consolidated financial statements, management is required to make certain estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to change, in the near term, relate to the determination of the allowance for loan losses, valuation of goodwill and intangible assets, and income tax estimates.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Significant Group Concentrations of Credit Risk
Most of the Company’s activities are with clients within the New England, Northern California, and Southern California regions of the country. The Company does not believe it has any significant concentrations in any one industry, geographic location, or with any one client. Part II. Item 8. “Financial Statements and Supplementary Data - Note 4: Investment Securities” highlights the types of securities in which the Company invests, and Part II. Item 8. “Financial Statements and Supplementary Data - Note 5: Loan Portfolio and Credit Quality” describes the concentration of the Private Banking loan data based on the location of the lender.
Statements of Cash Flows
For purposes of reporting cash flows, the Company considers cash and due from banks which have original maturities with 90 days or less to be cash equivalents.
Cash and Due from Banks
The Bank is required to maintain average reserve balances in an account with the Federal Reserve based upon a percentage of certain deposits. As of December 31, 2019 and 2018, the daily amounts required to be held in the aggregate for the Bank were $3.4 million and $4.3 million, respectively.
Investment Securities
Available-for-sale investment securities are reported at fair value, with unrealized gains and losses credited or charged, net of the estimated tax effect, to accumulated other comprehensive income/(loss). Held-to-maturity investment securities are those which the Company has the positive intent and ability to hold to maturity and are reported at amortized cost. Equity securities are primarily money market mutual fund securities and are reported at fair value.
Premiums and discounts on the investment securities are amortized or accreted into net interest income by the level-yield method. Gains and losses on the sale of the available-for-sale investments are recognized at the trade date on a specific identification basis. Dividend and interest income is recognized when earned and is recorded on the accrual basis.
The Company conducts a quarterly review and evaluation of its investment securities to determine if the decline in fair value of a security below its amortized cost is deemed to be other-than-temporary. Other-than-temporary impairment losses are recognized on securities when: (i) the holder has an intention to sell the security; (ii) it is more likely than not that the security will be required to be sold prior to recovery; or (iii) the holder does not expect to recover the entire amortized cost basis of the security. Other-than-temporary losses are reflected in earnings as a charge against gain on sale of investments, net, to the extent the impairment is related to credit losses. The amount of the impairment related to other factors is recognized in accumulated other comprehensive income/(loss). The Company has no intention to sell any securities in an unrealized loss position at December 31, 2019, nor is it more likely than not that the Company would be required to sell such securities prior to the recovery of the unrealized losses. As of December 31, 2019, the Company believes that all impairments of investment securities are temporary in nature. No other-than-temporary impairment losses were recognized in the Consolidated Statements of Operations for the years ended December 31, 2019, 2018, and 2017.
Loans Held for Sale
Loans originated and held for sale in the secondary market are carried at the lower of cost or estimated fair value in the aggregate. Fair value is based on commitments on hand from investors or prevailing market prices. Unrealized losses, if any, are recognized through a valuation allowance by charges to income. Loans transferred to the held for sale category from the loan portfolio are transferred at the lower of cost or fair value, usually as determined at the individual loan level. If fair value is less than cost, then a charge for the difference will be made to the allowance for loan losses if the decline in value is due to credit issues. Gains or losses on the sale of loans are recognized at the time of sale on a specific identification basis. Interest income is recognized on an accrual basis when earned.
Loans
Loans are carried at the principal amount outstanding, net of participations, deferred loan origination fees and costs, charge-offs, and interest payments applied to principal on nonaccrual loans. Loan origination fees, net of related direct incremental loan origination costs, are deferred and recognized into income over the contractual lives of the related loans as an adjustment to the loan yield, using the level-yield method. If a loan is paid off prior to maturity, the unamortized portion of net fees/cost is recognized into interest income. If a loan is sold, the unamortized portion of net fees/cost is recognized at the time of sale as a component of the gain or loss on sale of loans.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
When the Company analyzes its loan portfolio to determine the adequacy of its allowance for loan losses, it categorizes the loans by portfolio segment and class of financing receivable based on the similarities in risk characteristics for the loans. The Company has determined that its portfolio segments and classes of financing receivables are one and the same, with the exception of the commercial and industrial portfolio segment, which consists of other commercial and industrial loans and commercial tax-exempt loans. The level at which the Company develops and documents its allowance for loan loss methodology is consistent with the grouping of financing receivables based upon initial measurement attributes, risk characteristics, and the Company’s method for monitoring and assessing credit risks. These portfolio segments and classes of financing receivables are:
•Commercial and industrial (portfolio segment)
◦Other commercial and industrial loans (class of financing receivable)- Commercial and industrial loans include working capital and revolving lines of credit, term loans for equipment and fixed assets, and Small Business Administration (“SBA”) loans.
◦Commercial tax-exempt loans (class of financing receivable)- Commercial tax-exempt loans include loans to not-for-profit private schools, colleges, public charter schools and other non-for-profit organizations.
•Commercial real estate (segment and class)- Commercial real estate loans are generally acquisition financing for commercial properties such as office buildings, retail properties, apartment buildings, and industrial/warehouse space. In addition, tax-exempt commercial real estate loans are provided for affordable housing development and rehabilitation. These loans are often supplemented with federal, state, and/or local subsidies.
•Construction and land (segment and class)- Construction and land loans include loans for financing of new developments as well as financing for improvements to existing buildings. In addition, tax-exempt construction and land loans are provided for the construction phase of the commercial tax-exempt and commercial real estate tax-exempt loans described above.
•Residential mortgage (segment and class)- Residential mortgage loans consist of loans secured by single-family and one- to four-unit properties in excess of the amount eligible for purchase by the Federal National Mortgage Association, which was $484 thousand at December 31, 2019 for the “General” limit and $727 thousand for single-family properties for the “High-Cost” limit, depending on which specific geographic region of the Bank’s primary market areas the loan was originated. While the Bank has no minimum size for mortgage loans, it concentrates its origination activities in the “Jumbo” segment of the market.
•Home equity (segment and class)- Home equity loans consist of balances outstanding on second mortgages and home equity lines of credit extended to individual clients. Personal lines of credit are typically for high net worth clients whose assets may not be liquid due to investments or closely held stock. The amount of home equity loans typically depends on client demand.
•Consumer and other (segment and class)- Consumer and other loans consist of balances outstanding on consumer loans including personal lines of credit, and loans arising from overdraft protection extended to individual and business clients. Personal lines of credit are typically for high net worth clients whose assets may not be liquid due to investments or closely held stock. The amount of consumer and other loans typically depends on client demand.
The past due status of a loan is determined in accordance with its contractual repayment terms. Loans are reported past due when one scheduled payment is due and unpaid for 30 days or more.
The Bank’s policy is to discontinue the accrual of interest on a loan when the collectability of principal or interest is in doubt. When management determines that it is probable that the Bank will not collect all principal and interest on a loan in accordance with the original loan terms, the loan is designated as impaired. Impaired loans are usually commercial loans or construction and land loans, for which it is probable that the Company will not collect all amounts due according to the contractual terms of the loan agreement, and all loans restructured in a troubled debt restructuring. Accrual of interest income is discontinued and all interest previously accrued but not collected is reversed against current period interest income when a loan is initially classified as nonaccrual. Generally, interest received on nonaccrual loans is applied against principal or, on a limited basis, reported as interest income on a cash basis, when according to management’s judgment, the collectability of principal is reasonably assured. The Bank’s general policy for returning a loan to accrual status requires the loan to be brought current, for the client to show a history of making timely payments (generally six consecutive months), and when the financial position of the borrower and other relevant factors indicate there is no longer doubt as to the collectability of the loan.
The Bank’s loan commitments are generally short-term in nature with terms that are primarily variable. Given the limited interest rate exposure posed by the commitments, the Bank estimates the fair value of these commitments to be immaterial.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Credit Quality Indicators
The Bank uses a risk rating system to monitor the credit quality of its loan portfolio. Loan classifications are assessments made by the Bank of the status of the loans based on the facts and circumstances known to the Bank, including management’s judgment, at the time of assessment. Some or all of these classifications may change in the future if there are unexpected changes in the financial condition of the borrower, including but not limited to, changes resulting from continuing deterioration in general economic conditions on a national basis or in the local markets in which the Bank operates adversely affecting, among other things, real estate values. Such conditions, as well as other factors which adversely affect borrowers’ ability to service or repay loans, typically result in changes in loan default and charge-off rates, and increased provisions for loan losses, which would adversely affect the Company’s financial performance and financial condition. These circumstances are not entirely foreseeable and, as a result, it may not be possible to accurately reflect them in the Company’s analysis of credit risk. Generally, only commercial loans, including commercial real estate, other commercial and industrial loans, commercial tax-exempt loans, and construction and land loans, are given a numerical grade.
A summary of the rating system used by the Bank follows:
Pass- All loans graded as pass are considered acceptable credit quality by the Bank and are grouped for purposes of calculating the allowance for loan losses. For residential, home equity, and consumer loans, the Bank classifies loans as pass unless there is known information such as delinquency or client requests for modifications, which due to financial difficulty would then generally result in a risk rating such as special mention or more severe depending on the factors.
Special mention- Loans rated in this category are defined as having potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may, at some future date, result in the deterioration of the repayment prospects for the credit or the Bank’s credit position. These loans are currently protected but have the potential to deteriorate to a substandard rating. For commercial loans, the borrower’s financial performance may be inconsistent or below forecast, creating the possibility of liquidity problems and shrinking debt service coverage. In loans having this rating, the primary source of repayment is still good, but there is increasing reliance on collateral or guarantor support. Collectability of the loan is not yet in jeopardy. In particular, loans in this category are considered more variable than other categories since they will typically migrate through categories more quickly.
Substandard- Loans rated in this category are inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. A substandard credit has a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected. Substandard loans may be either still accruing or nonaccruing depending upon the severity of the risk and other factors such as the value of the collateral, if any, and past due status.
Doubtful - Loans rated in this category indicate that collection or liquidation in full on the basis of currently existing facts, conditions, and values is highly questionable and improbable. Loans in this category are usually on nonaccrual and classified as impaired.
Restructured Loans
When the Bank, for economic or legal reasons related to a borrower’s financial difficulties, grants a concession to a troubled borrower that it would not otherwise consider, the loan is classified as a restructured loan pursuant to Accounting Standards Codification (“ASC”) 470, Debt. The concession either stems from an agreement between the creditor and the Bank or is imposed by law or a court. The concessions may include:
•Deferral of principal and/or interest payments
•Lower interest rate as compared to a new loan with comparable risk and terms
•Extension of the maturity date
•Reduction in the principal balance owed
All loans whose terms have been modified in a troubled debt restructuring, including commercial, residential, and consumer, are evaluated for impairment under ASC 310, Receivables.
Generally, a nonaccrual loan that is restructured remains on nonaccrual status for a period of at least six months to demonstrate that the borrower can meet the restructured terms. However, performance prior to the restructuring or significant events that coincide with the restructuring are considered when assessing whether the borrower can meet the new terms and may result in the loan being returned to accrual status at the time of the restructuring or after a shorter performance period. If the borrower’s ability to meet the revised payment schedule is uncertain, the loan remains classified as a nonaccrual loan.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
A loan may be removed from a restructured classification after the next fiscal year-end, if the restructured terms include a market interest rate and the borrower has demonstrated performance with the restructured terms.
Allowance for Loan Losses
The allowance for loan losses (“allowance”) is an estimate of the inherent risk of loss in the loan portfolio as of the dates indicated on the Consolidated Balance Sheets. Management estimates the level of the allowance based on all relevant information available. Changes to the required level in the allowance result in either a provision for loan loss expense, if an increase is required, or a credit to the provision, if a decrease is required. Loan losses are charged to the allowance when available information confirms that specific loans or portions thereof are uncollectible. Recoveries on loans previously charged-off are credited to the allowance when received in cash or when the Bank takes possession of other assets.
The Company’s allowance is accounted for in accordance with guidance issued by various regulatory agencies, including: the Federal Financial Institutions Examination Council Policy Statement on the Allowance for Loan and Lease Losses (December 2006); Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin No. 102, Selected Loan Loss Methodology and Documentation Issues; ASC 310, Receivables; and ASC 450, Contingencies.
The allowance consists of three primary components: general reserves on pass graded loans, allocated reserves on non-impaired special mention and substandard loans, and specific reserves on impaired loans. The calculation of the allowance involves a high degree of management judgment and estimates designed to reflect the inherent risk of loss in the loan portfolio at the measurement date.
General reserves are calculated for each loan pool consisting of pass graded loans segregated by portfolio segment by applying estimated net loss percentages based upon the Bank’s actual historical net charge-offs during the historical observation period and loss emergence period. In addition, consideration of qualitative factors are applied to arrive at a total loss factor for each portfolio segment. The rationale for qualitative adjustments is to more accurately reflect the current inherent risk of loss in the respective portfolio segments than would be determined through the sole consideration of the Bank’s actual historical net charge-off rates. The numerical factors assigned to each qualitative factor are based upon observable data, if applicable, as well as management’s analysis and judgment. The qualitative factors considered by the Company include:
•Volume and severity of past due, nonaccrual, and adversely graded loans,
•Volume and terms of loans,
•Concentrations of credit,
•Management’s experience, as well as loan underwriting and loan review policy and procedures,
•Economic and business conditions impacting the Bank’s loan portfolio, as well as consideration of collateral values, and
•External factors, including consideration of loss factor trends, competition, and legal and regulatory requirements.
The Bank makes a determination of the applicable loss rate for these factors based on relevant local market conditions, credit quality, and portfolio mix. Each quarter, management reviews the loss factors to determine if there have been any changes in its loan portfolio, market conditions, or other risk indicators which would result in a change to the current loss factor.
Allocated reserves on non-impaired special mention and substandard loans reflect management’s assessment of increased risk of losses associated with these types of adversely graded loans. An allocated reserve is assigned to these pools of loans based upon management’s consideration of the credit attributes of individual loans within each pool of loans, including consideration of loan to value ratios, past due status, strength and willingness of the guarantors, and other relevant attributes as well as the qualitative factors considered for the general reserve, as discussed above. These considerations are determined separately for each type of portfolio segment. The allocated reserves are a multiple of the general reserve for each respective portfolio segments, with a greater multiple for loans with increased risk (i.e. special mention loans versus substandard loans).
A loan is considered impaired in accordance with ASC 310 when, based upon current information and events, it is probable that a creditor will be unable to collect all amounts due according to the contractual terms of the loan agreement. Impairment is measured based on the fair value of the loan, expected future cash flows discounted at the loan’s effective interest rate, or as a practical expedient, impairment may be determined based upon the observable market price of the loan, or the fair value of the collateral, less estimated costs to sell, if the loan is “collateral dependent.” A loan is collateral dependent if repayment of the loan is expected to be provided solely by the underlying collateral or sale of the underlying collateral. For collateral dependent loans, appraisals are generally used to determine the fair value. When a collateral dependent loan becomes impaired, an updated appraisal of the collateral is obtained, if appropriate. Appraised values are generally discounted for factors
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
such as the Bank’s intention to liquidate the property quickly in a foreclosure sale or the date when the appraisal was performed if the Bank believes that collateral values have declined since the date the appraisal was done. The Bank may use a broker opinion of value in addition to an appraisal to validate the appraised value. In certain instances, the Bank may consider broker opinions of value as well as other qualitative factors while an appraisal is being prepared.
If the loan is deemed to be collateral dependent, generally the difference between the book balance (client balance less any prior charge-offs or client interest payments applied to principal) and the fair value of the collateral less costs to sell is taken as a partial charge-off through the allowance for loan losses in the current period. If the loan is not determined to be collateral dependent, then a specific allocation to the general reserve is established for the difference between the book balance of the loan and the expected future cash flows discounted at the loan’s effective interest rate. Charge-offs for loans not considered to be collateral dependent are made when it is determined a loss has been incurred. Impaired loans are removed from the general loan pools. There may be instances where the loan is considered impaired although based on the fair value of underlying collateral or the discounted expected future cash flows there is no impairment to be recognized. In addition, all loans which are classified as troubled debt restructurings (“TDRs”) are considered impaired.
In addition to the three primary components of the allowance for loan losses discussed above (general reserves, allocated reserves on non-impaired special mention and substandard loans, and the specific reserves on impaired loans), the Bank may also maintain an insignificant amount of additional allowance for loan losses (the unallocated allowance for loan losses). The unallocated reserve reflects the fact that the allowance for loan losses is an estimate and contains a certain amount of imprecision risk. It represents risks identified by Management that are not already captured in the qualitative factors discussed above. The unallocated allowance for loan losses is not considered significant by the Company and will remain at zero unless additional risk is identified.
While this evaluation process utilizes historical and other objective information, the classification of loans and the establishment of the allowance for loan losses rely to a great extent on the judgment and experience of management. While management evaluates currently available information in establishing the allowance for loan losses, future adjustments to the allowance may be necessary if economic conditions differ substantially from the assumptions used in making the evaluations. In addition, various regulatory agencies, as an integral part of their examination process, periodically review a financial institution’s allowance for loan losses as well as loan grades/classifications. Such agencies may require the financial institution to recognize additions to the allowance for loan losses or increases to adversely graded loans based on their judgments about information available to them at the time of their examination.
Reserve for Unfunded Loan Commitments
The Company maintains a reserve for unfunded loan commitments for such items as unused portion of lines of credit and unadvanced construction loans. The reserve is maintained at a level that reflects the risk in these various commitments. Management determines the reserve percentages on a quarterly basis based on a percentage of the current historical loss rates for these portfolios. Once a loan commitment is funded, the reserve for unfunded loan commitment is reversed and a corresponding allowance for loan loss reserve is established. This unfunded loan commitment reserve is included in other liabilities in the Consolidated Balance Sheets. Net adjustments to the reserve for unfunded commitments are included in other operating expense in the Consolidated Statements of Operations.
OREO
OREO is comprised of property acquired through foreclosure proceedings or acceptance of a deed-in-lieu of foreclosure in partial or total satisfaction of certain loans. Properties are recorded at the lower of the recorded investment in the loan at the time of acquisition or the fair value, as established by a current appraisal, comparable sales, and other estimates of value obtained principally from independent sources, less estimated costs to sell. Any decline in fair value compared to the carrying value of a property at the time of acquisition is charged against the allowance for loan losses. Any subsequent valuation adjustments to reflect declines in current fair value, as well as gains or losses on disposition are reported in gain/(loss) on OREO, net in the Consolidated Statements of Operations. Expenses incurred for holding or maintaining OREO properties such as real estate taxes, utilities, and insurance are charged as incurred to other operating expenses in the Consolidated Statements of Operations. Rental income earned, although generally minimal, is offset against other Operating expenses.
Premises and Equipment
Premises and equipment consists of leasehold improvements, furniture, fixtures, office equipment, computer equipment, software, and buildings. Premises and equipment are carried at cost, less accumulated depreciation. Also included in premises and equipment is technology initiatives in process. Depreciation is computed by the straight-line method over the estimated useful lives of the assets. The estimated useful life for leasehold improvements is 10 years or the remaining term of the lease, if shorter. The estimated useful life for buildings is 40 years. The estimated useful life for furniture and fixtures is 6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
years, 5 years for office equipment, and 3 years for computer equipment and software. The costs of improvements that extend the life of an asset are capitalized, while the cost of repairs and maintenance are expensed as incurred.
Valuation of Goodwill/Intangible Assets and Analysis for Impairment
The Company allocates the cost of an acquired entity to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. Other intangible assets identified in acquisitions generally consist of advisory contracts. The value attributed to advisory contracts is based on the time period over which they are expected to generate economic benefits. The advisory contracts are generally amortized over 8-15 years, depending on the contract.
The excess of the purchase price for acquisitions over the fair value of the net assets acquired, including other intangible assets, is recorded as goodwill. Goodwill is not amortized but is tested for impairment at the reporting unit level, defined as the affiliate level, at least annually in the fourth quarter or more frequently when events or circumstances occur that indicate that it is more likely than not that an impairment has occurred, based on the guidance in ASC 350, Intangibles -Goodwill and Other (“ASC 350”), as updated by ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). Goodwill impairment exists when a reporting unit’s carrying value of goodwill exceeds its implied fair value. In accordance with ASC 350, intangible assets with an indefinite useful economic life are not amortized, but are subject to impairment testing at the reporting unit on an annual basis, or when events or changes in circumstances indicate that the carrying amounts are impaired. Indefinite-lived intangible assets are tested for impairment by comparing the net carrying value of the asset or asset group to the fair value. Intangible asset impairment exists when the carrying value exceeds its implied fair value.
An entity may assess qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50%) that the fair value of a reporting unit is less than its carrying amount, including goodwill (“Step 0”). In evaluating whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, an entity assesses relevant events and circumstances, such as the following:
•Macroeconomic conditions, such as deterioration in general economic conditions, limitations on accessing capital, or other developments in equity and credit markets.
•Industry and market considerations, such as a deterioration in the environment in which an entity operates, an increased competitive environment, a decline in market-dependent multiples or metrics (considered in both absolute terms and relative to peers), a change in the market for an entity’s products or services, or a regulatory or political development.
•Overall financial performance, such as negative or declining asset flows or cash flows, or a decline in actual or planned revenue or earnings compared with actual and projected results of relevant prior periods.
•Other relevant entity-specific events, such as changes in management, key personnel, strategy, or customers; contemplation of bankruptcy; or litigation.
•Events affecting a reporting unit, such as a change in the composition or carrying amount of its net assets; a more-likely-than-not expectation of selling or disposing all, or a portion, of a reporting unit; the testing for recoverability of a significant asset group within a reporting unit; or recognition of a goodwill impairment loss in the financial statements of a subsidiary that is a component of a reporting unit.
If, after assessing the totality of events or circumstances such as those described in the preceding paragraph, an entity determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then the quantitative goodwill impairment test, as described below, is unnecessary.
Goodwill is tested for impairment by estimating the fair value of a reporting unit. Significant judgment is applied when goodwill is assessed for impairment. This judgment includes developing cash flow projections, selecting appropriate discount rates, identifying relevant market comparables, incorporating general economic and market conditions, and selecting an appropriate control premium. Both the income and market approaches to determine fair value of the reporting units are typically incorporated. The income approach is primarily based on discounted cash flows derived from assumptions of income statement activity. For the market approach, earnings before interest, taxes, depreciation and amortization (“EBITDA”) and revenue multiples of comparable companies are selected and applied to the financial services reporting unit’s applicable metrics.. Generally a valuation consultant will be engaged to assist with the valuation.
Quantitative impairment testing requires a comparison of each reporting unit’s fair value to carrying value to identify potential impairment. If the carrying amount of a reporting unit exceeds the reporting unit’s fair value, an impairment loss is recognized. In adopting ASU 2017-04, the Company measures that loss as an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. Additionally, the Company considers the income tax effect from any
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
tax deductible goodwill on the carrying amount of the reporting unit, if applicable, when measuring the goodwill impairment loss.
The fair value of the reporting unit is determined using generally accepted approaches to valuation commonly referred to as the income approach, market approach, and cost approach. Within each category, a variety of methodologies exist to assist in the estimation of fair value.
The Wealth Management and Trust segment is the only reportable segment that has goodwill.
The fair value of the reporting unit is compared to market capitalization as an assessment of the appropriateness of the fair value measurement. A control premium analysis is performed to determine whether the implied control premium was within range of overall control premiums observed in the market place.
If the carrying amount of the reporting unit’s goodwill is greater than the fair value of the reporting unit’s goodwill, an impairment loss must be recognized for the excess (i.e., recorded goodwill must be written down to the implied fair value of the reporting unit’s goodwill). After a goodwill impairment loss for a reporting unit is measured and recognized, the adjusted carrying amount of the reporting unit’s goodwill becomes the new accounting basis for that goodwill.
Income Tax Estimates
The Company accounts for income taxes in accordance with ASC 740, Income Taxes (“ASC 740”). The deferred tax assets and/or liabilities are determined by multiplying the differences between the financial reporting and tax reporting basis for assets and liabilities by the enacted tax rates expected to be in effect when such differences are recovered or settled. The effect on deferred taxes for a change in tax rates is recognized in income tax expense/(benefit) attributable to continuing operations in the period that includes the enactment date. Valuation allowances on deferred tax assets are estimated based on our assessment of the realizability of such amounts. Significant management judgment is required in determining the provision for income taxes and, in particular, any valuation allowance recorded against our deferred tax assets.
In accordance with ASC 740, deferred tax assets are to be reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The realization of the tax benefit depends upon the existence of sufficient taxable income of the appropriate character within the carry-forward periods.
Management considered the following items in evaluating the need for a valuation allowance:
▪The Company had cumulative pre-tax income, as adjusted for permanent book-to-tax differences, during the preceding three year period.
▪Deferred tax assets are expected to reverse in periods when there will be taxable income.
▪The Company projects sufficient future taxable income to be generated by operations during the available carry-forward period.
▪Certain tax planning strategies are available, such as reducing investments in tax-exempt securities.
▪The Company has not had any operating loss or tax credit carryovers expiring unused in recent years.
The Company believes that it is more likely than not that the net deferred tax asset as of December 31, 2019, will be realized based primarily upon the ability to generate future taxable income. The Company does not have any capital losses in excess of capital gains as of December 31, 2019.
Derivative Instruments and Hedging Activities
The Company records derivatives on the Consolidated Balance Sheets at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative and the resulting designation. Derivatives used to hedge exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are designated as fair value hedges. Derivatives used to hedge exposure to variability in expected future cash flows, or other types of forecasted transactions, are designated as cash flow hedges.
For derivatives designated as cash flow hedges, the effective portion of changes in the fair value of the derivative is initially reported in other comprehensive income/(loss) (a component of shareholders’ equity), net of tax, and subsequently reclassified to earnings when the hedged transaction affects earnings, and the ineffective portion, if any, of changes in the fair value of the derivative is recognized directly in earnings. The Company assesses the effectiveness of each hedging relationship by comparing the changes in cash flows of the derivative hedging instrument with the changes in cash flows of the designated hedged transactions. On January 1, 2018, the Company early adopted ASU No. 2017-12, Targeted Improvements to Accounting
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
for Hedging Activities, under the modified retrospective transition. Under the new ASU, the concept of ineffectiveness is no longer used. In accordance with the guidance, the Company will recognize all reclassifications out of accumulated other comprehensive income/(loss) (other than those related to a hedge transaction probable of not occurring) in earnings.
For derivatives designated as fair value hedges, changes in the fair value of the derivative are recognized in earnings together with the changes in the fair value of the related hedged item. Therefore, the net amount, if any, representing hedge ineffectiveness, is reflected in earnings.
Wealth Management and Trust Fees and Investment Management
The Company generates fee income from providing wealth management and investment management services and from providing trust services to its clients at the Bank. Investment management fees are generally based upon the value of assets under management and are billed monthly, quarterly, or annually. Asset-based advisory fees are recognized as services are rendered and are based upon a percentage of the fair value of client assets managed. Certain wealth management fees are not asset-based and are negotiated individually with clients. Any fees collected in advance are deferred and recognized as income over the period earned. Performance-based advisory fees are generally assessed as a percentage of the investment performance realized on a client’s account, generally over an annual period, and are not recognized until any contingencies in the contract that could require the performance fee to be reduced have been eliminated.
Assets under management (“AUM”) at the Company’s consolidated subsidiaries are not included in the consolidated financial statements since they are held in a fiduciary or agency capacity and are not assets of the Company.
Stock-Based Incentive Plans
The fair value of restricted stock and restricted units, both time based and performance based, is generally equal to the closing price of the Company’s stock on the date of issuance. The fair value of time based, performance based, or market based stock options is calculated using a pricing model such as Black-Scholes. At December 31, 2019, the Company has three stock-based incentive compensation plans. These plans encourage and enable the officers, employees, and non-employee directors of the Company to acquire an interest in the Company. The Company accounts for share-based awards in accordance with ASC 718, Compensation – Stock Compensation. Costs resulting from the issuance of such share-based payment awards are required to be recognized in the financial statements based on the grant date fair value of the award. Stock-based compensation expense is recognized over the requisite service period, which is generally the vesting period. The vesting period for time based and performance based stock, units, and options is generally cliff vesting with terms from 1 to 5 years or graded. Market based option vesting is based on the specific terms of the vesting criteria and the expectation of when the performance criteria could be attained as of the time of issuance.
Earnings Per Share (“EPS”)
Basic EPS is computed by dividing net income/(loss) attributable to common shareholders by the weighted average number of common shares outstanding during the year. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock (such as stock warrants, non-participating performance-based restricted stock, certain time-based restricted stock, and stock options, among others) were exercised or converted into additional common shares that would then share in the earnings of the entity. Diluted EPS is computed by dividing net income attributable to common shareholders by the weighted average number of common shares outstanding for the year, plus an incremental number of common-equivalent shares computed using the treasury stock method. Dilutive potential common shares could consist of: stock options, performance-based restricted stock, time-based restricted stock not participating in common stock dividends, warrants or other dilutive securities, and conversion of the convertible trust preferred securities. Additionally, when dilutive, interest expense (net of tax) related to the convertible trust preferred securities is added back to net income attributable to common shareholders. The calculation of diluted EPS excludes the potential dilution of common shares and the inclusion of any related expenses if the effect is antidilutive.
For the calculation of the Company’s EPS, see Part II. Item 8. “Financial Statements and Supplementary Data - Note 16: Earnings Per Share.”
Recently Adopted Accounting Pronouncements
The Company has recently adopted the following Accounting Standards Updates (“ASUs”) issued by the FASB.
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). ASU 2014-09 replaces existing revenue recognition standards and expands the disclosure requirements for revenue agreements with customers. ASU 2014-09 has been subsequently amended by additional ASUs, including ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Gross versus Net) and ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, collectively, “ASU 2014-09 et al.” Under the new standard, a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration which the company expects to receive in exchange for those goods or services. ASU 2014-09 et al. does not apply to revenue associated with financial instruments such as loans and securities. ASU 2014-09 et al. was adopted using the modified retrospective transition method as of January 1, 2018, however no cumulative effect adjustment was required. This new guidance was applied to all revenue contracts in place at the date of adoption. See Part II. Item 8. “Financial Statements and Supplementary Data - Note 26: Revenue Recognition” for further details.
In January 2016, the FASB issued ASU 2016-01, Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). This ASU requires equity investments to be measured at fair value with changes in fair value, net of tax, recognized in net income. As a result of implementing this standard, the Company reclassified $339 thousand in unrealized gains on available-for-sale equity investments, net of tax, from accumulated other comprehensive income to retained earnings as of January 1, 2018. Additionally, this amendment requires that entities use the exit price notion to measure the fair value of financial instruments for disclosure purposes. As a result of implementing this standard, the Company’s updated process includes identifying a fair value for loans using the exit price notion. See Part II. Item 8. “Financial Statements and Supplementary Data - Note 21: Fair Value Measurements” for further details.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”). This update and the related amendments to Topic 842 require lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-10, Codification Improvements to Topic 842, Leases (“ASU 2018-10”), ASU No. 2018-11, Leases (Topic 842), Targeted Improvements (“ASU 2018-11”); and ASU No. 2019-01, Leases (Topic 842), Codification Improvements (“ASU 2019-01”). The new standard establishes a right-of-use model (“ROU”) that requires a lessee to recognize a ROU asset and lease liability on the Consolidated Balance Sheets for all leases with a term longer than 12 months. Leases are classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the Consolidated Statements of Operations. The new standard was effective on January 1, 2019, with early adoption permitted. The Company adopted these provisions on January 1, 2019. The most significant effects relate to the recognition of new ROU assets and lease liabilities on the balance sheet for real estate operating leases and providing significant new disclosures about leasing activities. Additionally, the Company elected the package of practical expedients, as prescribed by ASU 2016-02. On adoption, the Company recognized $124.1 million of lease liabilities and $108.5 million of ROU assets. In July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases (“ASU 2018-10”), and ASU 2018-11, Leases (Topic 842): Targeted Improvements (“ASU 2018-11”). These updates clarify the guidance in ASU 2016-02 which introduced Topic 842 and add an additional transition method for leases.
In February 2018, the FASB issued ASU 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (“ASU 2018-02”). This update was issued to address a narrow-scope financial reporting issue that arose as a consequence of the change in the tax law. On December 22, 2017, the U.S. federal government enacted the Tax Cuts and Jobs Act (the “Tax Act”), which, among other significant changes, lowered the federal corporate tax rate from 35% to 21% effective January 1, 2018. This update required a reclassification from Accumulated other comprehensive income to Retained earnings for stranded tax effects resulting from the enactment of the Tax Act. ASC 740 requires that the tax effects of changes in tax rates be recognized in income tax expense/(benefit) attributable to continuing operations in the period in which the law is enacted. As a result, the tax effect of accumulated other comprehensive income does not reflect the appropriate tax rate. The amendments in this ASU eliminate the stranded tax effects associated with the change in the federal corporate income tax rate related to the Tax Act and improve the usefulness of information reported to financial statement users. This ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those years. Early adoption is permitted for public business entities for reporting periods for which financial statements have not yet been issued. The Company adopted this ASU on December 31, 2017 and made a one-time reclassification of $1.5 million from Accumulated other comprehensive income to Retained earnings, which is reflected in the Consolidated Statements of Changes in Shareholders’ Equity.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Accounting Pronouncements Not Yet Adopted
The following ASUs have been issued by the FASB, but were not yet adopted as of December 31, 2019.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments (Topic 326) (“ASU 2016-13”). This update is intended to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. To achieve this objective, the amendments in this update replace the incurred loss impairment methodology in current GAAP with a current expected credit losses (“CECL”) model methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. This ASU will be effective for fiscal years beginning after December 15, 2019. The Company adopted this update on January 1, 2020 utilizing a modified retrospective approach, and the adoption will result in updated and expanded disclosures. Management assembled a project team for the implementation of this standard. The project team selected a third-party software service provider and has implemented a probability of default/Loss Given Default model utilizing both peer data and internal data to estimate the expected losses over the remaining life of the portfolio. Further, the team identified the necessary data requirements and is currently finalizing the testing of material data inputs and performing a model validation assessment. Within the Expected Loss model, the project team has determined to use a two factor regression based model identifying two economic factors per loan segment and have also determined that both the forecast and reversion method are to be used. The Company is in the final stages of implementing and documenting the accounting, reporting and governance processes to comply with this new guidance.
In August 2018, the FASB issued ASU 2018-14, Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20): Disclosure Framework-Changes to the Disclosure Requirements for Defined Benefit Plans (“ASU 2018-14”). The amendments in ASU 2018-14 remove disclosures that no longer are considered cost beneficial, clarify the specific requirements of disclosures, and add disclosure requirements identified as relevant. This update is effective on a retrospective basis for interim and annual reporting periods beginning January 1, 2021. The Company is assessing the potential impact for this update and how it applies to the Company’s disclosures surrounding its two non-qualified supplemental executive retirement plans (“SERP”) and a long-term incentive plan (“LTIP”).
In April and May 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments (“ASU 2019-04”) and ASU 2019-05, Financial Instruments—Credit Losses (Topic 326): Targeted Transition Relief (“ASU 2019-05”), respectively. In November 2019, the FASB issued also ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 942)—Effective Dates (“ASU 2019-10”) and ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments—Credit Losses (“ASU 2019-11”). The updates clarify the guidance in ASU 2016-13 which introduced Topic 326. ASU 2019-04 clarifies and improves areas of guidance related to the recently issued standards on credit losses, hedging, and recognition and measurement. ASU 2019-05 provides entities that have certain instruments within the scope of subtopic 326-20 with an option to irrevocably elect the fair value option. ASU 2019-10 has no impact to the Company, while ASU 2019-11 clarifies the guidance in ASU 2016-13, Topic 326. These ASUs will be effective for fiscal years beginning after December 15, 2019. The Company is assessing the potential disclosure impact for these amendments and will adopt on January 1, 2020 in conjunction with ASU 2016-13.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
2. RESTRUCTURING
In the third and fourth quarters of 2018 and the first quarter of 2019, the Company incurred restructuring charges of $5.8 million, $2.1 million, and $1.6 million, respectively. The charges were in connection with a previously announced reduction in force to the Company's workforce of approximately 7% of total staffing, as well as other employee benefit and technology related initiatives. The restructuring is intended to improve the Company's operating efficiency and enhance earnings.
The following table presents a summary of the restructuring activity for the years ended December 31, 2019, 2018, and 2017.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance Charges
|
|
Other Associated Costs
|
|
Total
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued charges at December 31, 2016
|
$
|
1,977
|
|
|
$
|
—
|
|
|
$
|
1,977
|
|
Costs incurred
|
—
|
|
|
—
|
|
|
—
|
|
Costs paid
|
(1,640)
|
|
|
—
|
|
|
(1,640)
|
|
Accrued charges at December 31, 2017
|
$
|
337
|
|
|
$
|
—
|
|
|
$
|
337
|
|
Costs incurred
|
5,457
|
|
|
2,371
|
|
|
7,828
|
|
Costs paid
|
(1,898)
|
|
|
(1,582)
|
|
|
(3,480)
|
|
Accrued charges at December 31, 2018
|
$
|
3,896
|
|
|
$
|
789
|
|
|
$
|
4,685
|
|
Costs incurred
|
1,646
|
|
|
—
|
|
|
1,646
|
|
Costs paid
|
(5,016)
|
|
|
—
|
|
|
(5,016)
|
|
Accrued charges at December 31, 2019
|
$
|
526
|
|
|
$
|
789
|
|
|
$
|
1,315
|
|
3. ASSET SALES AND DIVESTITURES
On December 3, 2018, the Company completed the sale of its ownership interest in BOS to the management team of BOS for an upfront cash payment and an eight-year revenue sharing agreement with BOS. The Company received $21.1 million of cash at closing and an eight-year revenue share that, at signing, had a net present value of $13.9 million. The Company expects to receive future contingent payments that have an estimated present value of $12.1 million. In the fourth quarter of 2018, the Company recorded a pre-tax gain on sale of $18.1 million and a $3.5 million related tax expense. The rationale for the sale was to simplify the Company's structure by completing the divestiture of a subsidiary that did not align with the Company's strategy of growing the core Wealth Management and Trust, and Private Banking businesses.
On April 13, 2018, the Company completed the sale of its ownership interest in Anchor to the management team of Anchor for an upfront cash payment and future payments. The sale was previously announced in December 2017. The Company received $31.8 million of cash at closing and future payments that, at signing, had a net present value of $15.4 million. The Company expects to receive future contingent payments that have an estimated present value of $11.9 million The Company’s annual goodwill impairment test for Anchor resulted in a goodwill impairment charge of $24.9 million in the fourth quarter of 2017. The Company also recorded a loss on sale of $1.3 million representing closing costs of the sale. Income tax expense of $12.7 million was recorded at the time of the closing of the transaction as a result of a book to tax basis difference associated with nondeductible goodwill. The rationale for the sale was to focus the Company’s resources on businesses where we could offer holistic financial advice, along with integrated Wealth Management and Trust and Private Banking capabilities. This transaction also generated additional capital to reinvest.
In 2009, the Company divested its interests in Westfield Capital Management Company, LP, formerly known as Westfield Capital Management Company, LLC (“Westfield”). The Company retained a 12.5% share in Westfield’s revenues (up to an annual maximum of $11.6 million) through December 2017, subject to certain conditions. Such revenue share payments were included in Net income from discontinued operations in the Consolidated Statements of Operations for the periods in which the revenue was recognized. The Company received its final payment in the first quarter of 2018. The Company will not receive additional net income from Westfield.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
4. INVESTMENT SECURITIES
The following tables present a summary of investment securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortized
Cost
|
|
Unrealized
|
|
|
|
Fair
Value
|
|
|
|
Gains
|
|
Losses
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
At December 31, 2019
|
|
|
|
|
|
|
|
Available-for-sale securities at fair value:
|
|
|
|
|
|
|
|
U.S. government and agencies
|
$
|
19,955
|
|
|
$
|
42
|
|
|
$
|
(57)
|
|
|
$
|
19,940
|
|
Government-sponsored entities
|
154,963
|
|
|
1,292
|
|
|
—
|
|
|
156,255
|
|
Municipal bonds
|
312,977
|
|
|
12,551
|
|
|
(73)
|
|
|
325,455
|
|
Mortgage-backed securities (1)
|
479,005
|
|
|
1,117
|
|
|
(3,488)
|
|
|
476,634
|
|
Total
|
$
|
966,900
|
|
|
$
|
15,002
|
|
|
$
|
(3,618)
|
|
|
$
|
978,284
|
|
|
|
|
|
|
|
|
|
Held-to-maturity securities at amortized cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage-backed securities (1)
|
$
|
48,212
|
|
|
$
|
53
|
|
|
$
|
(316)
|
|
|
$
|
47,949
|
|
Total
|
$
|
48,212
|
|
|
$
|
53
|
|
|
$
|
(316)
|
|
|
$
|
47,949
|
|
|
|
|
|
|
|
|
|
Equity securities at fair value:
|
|
|
|
|
|
|
|
Money market mutual funds (2)
|
$
|
18,810
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18,810
|
|
Total
|
$
|
18,810
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18,810
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortized
Cost
|
|
Unrealized
|
|
|
|
Fair
Value
|
|
|
|
Gains
|
|
Losses
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
At December 31, 2018
|
|
|
|
|
|
|
|
Available-for-sale securities at fair value:
|
|
|
|
|
|
|
|
U.S. government and agencies
|
$
|
30,043
|
|
|
$
|
—
|
|
|
$
|
(929)
|
|
|
$
|
29,114
|
|
Government-sponsored entities
|
211,655
|
|
|
—
|
|
|
(3,952)
|
|
|
207,703
|
|
Municipal bonds
|
309,837
|
|
|
2,223
|
|
|
(3,101)
|
|
|
308,959
|
|
Mortgage-backed securities (1)
|
467,239
|
|
|
214
|
|
|
(19,164)
|
|
|
448,289
|
|
Total
|
$
|
1,018,774
|
|
|
$
|
2,437
|
|
|
$
|
(27,146)
|
|
|
$
|
994,065
|
|
|
|
|
|
|
|
|
|
Held-to-maturity securities at amortized cost:
|
|
|
|
|
|
|
|
U.S. government and agencies
|
$
|
9,898
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
9,900
|
|
Mortgage-backed securities (1)
|
60,540
|
|
|
—
|
|
|
(1,845)
|
|
|
58,695
|
|
Total
|
$
|
70,438
|
|
|
$
|
2
|
|
|
$
|
(1,845)
|
|
|
$
|
68,595
|
|
|
|
|
|
|
|
|
|
Equity securities at fair value:
|
|
|
|
|
|
|
|
Money market mutual funds (2)
|
$
|
14,228
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14,228
|
|
Total
|
$
|
14,228
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14,228
|
|
_________________
(1)All mortgage-backed securities are guaranteed by the U.S. government, U.S. government agencies, or government-sponsored entities.
(2)Money market mutual funds maintain a constant net asset value of $1.00 and therefore have no unrealized gain or loss.
The following tables present the maturities of available-for-sale investment securities, based on contractual maturity, and the weighted average yields of such securities as of December 31, 2019. Certain securities are callable before their final maturity. Additionally, certain securities (such as mortgage-backed securities) are shown within the table below based on their final (contractual) maturity, but due to prepayments and curtailments are expected to have shorter lives.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government and agencies (1)
|
|
|
|
|
|
Government-sponsored entities (1)
|
|
|
|
|
|
Amortized
cost
|
|
Fair
value
|
|
Weighted
average
yield
|
|
Amortized
cost
|
|
Fair
value
|
|
Weighted
average
yield
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
Within one year
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
11,498
|
|
|
$
|
11,527
|
|
|
1.92
|
%
|
After one, but within five years
|
9,999
|
|
|
10,041
|
|
|
1.75
|
%
|
|
128,356
|
|
|
129,501
|
|
|
1.97
|
%
|
After five, but within ten years
|
9,956
|
|
|
9,899
|
|
|
1.70
|
%
|
|
15,109
|
|
|
15,227
|
|
|
2.00
|
%
|
Greater than ten years
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
|
|
—
|
%
|
Total
|
$
|
19,955
|
|
|
$
|
19,940
|
|
|
1.73
|
%
|
|
$
|
154,963
|
|
|
$
|
156,255
|
|
|
1.97
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Municipal bonds (1)
|
|
|
|
|
|
Mortgage-backed securities (2)
|
|
|
|
|
|
Amortized
cost
|
|
Fair
value
|
|
Weighted
average
yield
|
|
Amortized
cost
|
|
Fair
value
|
|
Weighted
average
yield
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
Within one year
|
$
|
18,164
|
|
|
$
|
18,246
|
|
|
1.76
|
%
|
|
$
|
118
|
|
|
$
|
117
|
|
|
1.91
|
%
|
After one, but within five years
|
27,531
|
|
|
27,874
|
|
|
2.14
|
%
|
|
139,216
|
|
|
139,311
|
|
|
2.15
|
%
|
After five, but within ten years
|
59,884
|
|
|
62,524
|
|
|
2.56
|
%
|
|
148,127
|
|
|
147,278
|
|
|
2.15
|
%
|
Greater than ten years
|
207,398
|
|
|
216,811
|
|
|
2.66
|
%
|
|
191,544
|
|
|
189,928
|
|
|
2.21
|
%
|
Total
|
$
|
312,977
|
|
|
$
|
325,455
|
|
|
2.54
|
%
|
|
$
|
479,005
|
|
|
$
|
476,634
|
|
|
2.17
|
%
|
The following table presents the maturities of held-to-maturity investment securities, based on contractual maturity, and the weighted average yields of such securities as of December 31, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage-backed securities (2)
|
|
|
|
|
|
|
|
|
|
|
|
Amortized
cost
|
|
Fair
value
|
|
Weighted
average
yield
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
Within one year
|
|
|
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
%
|
After one, but within five years
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
After five, but within ten years
|
|
|
|
|
|
|
39,389
|
|
|
39,173
|
|
|
2.22
|
%
|
Greater than ten years
|
|
|
|
|
|
|
8,823
|
|
|
8,776
|
|
|
2.48
|
%
|
Total
|
|
|
|
|
|
|
$
|
48,212
|
|
|
$
|
47,949
|
|
|
2.27
|
%
|
_________________
(1)Certain securities are callable before their final maturity.
(2) Mortgage-backed securities are shown based on their final (contractual) maturity, but, due to prepayments, they are expected to have shorter lives.
The weighted average remaining maturity at December 31, 2019 was 7.7 years for available-for-sale investment securities, with $239.0 million of available-for-sale investment securities callable before maturity. The weighted average remaining maturity at December 31, 2018 was 7.7 years for available-for-sale investment securities, with $217.0 million of available-for-sale investment securities callable before maturity.
The weighted average remaining maturity for held-to-maturity investment securities was 10.0 years and 11.0 years at December 31, 2019 and December 31, 2018, respectively.
The following table presents the maturities of equity securities, based on contractual maturity, and the weighted average yields of such securities as of December 31, 2019:
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money market mutual funds
|
|
|
|
|
|
Amortized
cost
|
|
Fair
value
|
|
Weighted
average
yield
|
|
(In thousands)
|
|
|
|
|
Within one year
|
$
|
18,810
|
|
|
$
|
18,810
|
|
|
2.07
|
%
|
After one, but within five years
|
—
|
|
|
—
|
|
|
—
|
%
|
After five, but within ten years
|
—
|
|
|
—
|
|
|
—
|
%
|
Greater than ten years
|
—
|
|
|
—
|
|
|
—
|
%
|
Total
|
$
|
18,810
|
|
|
$
|
18,810
|
|
|
2.07
|
%
|
The following table presents the proceeds from sales, gross realized gains and gross realized losses for available-for-sale investment securities that were sold or called during the following periods as well as changes in fair value of equity securities as prescribed by ASC 321, Investment- Equity Securities. ASU 2016-01, Recognition and Measurements of Financial Assets and Financial Liabilities was adopted on January 1, 2018, at which time a cumulative effect adjustment of $339 thousand was recorded to reclassify the amount of accumulated unrealized gains related to equity securities from accumulated other comprehensive income to retained earnings.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
|
(In thousands)
|
|
|
|
|
Proceeds from sales (1)
|
$
|
—
|
|
|
$
|
53,412
|
|
|
$
|
81,221
|
|
Realized gains
|
—
|
|
|
7
|
|
|
519
|
|
Realized losses
|
—
|
|
|
(597)
|
|
|
(143)
|
|
Change in unrealized gain/(loss) on equity securities reflected in the Consolidated Statements of Operations (2)
|
—
|
|
|
(23)
|
|
|
n/a
|
|
_________________
(1) Purchases and sales of money market mutual funds in operational accounts are excluded from the table above.
(2) Money market mutual funds maintain a constant net asset value of $1.00 and therefore have no unrealized gain or loss.
The following tables present information regarding securities at December 31, 2019 and 2018 having temporary impairment, due to the fair values having declined below the amortized cost of the individual securities, and the time period that the investments have been temporarily impaired.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less than 12 months
|
|
|
|
12 months or longer
|
|
|
|
Total
|
|
|
|
|
|
Fair
value
|
|
Unrealized
losses
|
|
Fair
value
|
|
Unrealized
losses
|
|
Fair
value
|
|
Unrealized
losses
|
|
Number of
securities
|
|
(In thousands, except number of securities)
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government and agencies
|
$
|
9,899
|
|
|
$
|
(57)
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,899
|
|
|
$
|
(57)
|
|
|
1
|
|
Government-sponsored entities
|
1,725
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,725
|
|
|
—
|
|
|
1
|
|
Municipal bonds
|
9,149
|
|
|
(73)
|
|
|
—
|
|
|
—
|
|
|
9,149
|
|
|
(73)
|
|
|
4
|
|
Mortgage-backed securities (1)
|
140,723
|
|
|
(1,016)
|
|
|
187,043
|
|
|
(2,472)
|
|
|
327,766
|
|
|
(3,488)
|
|
|
85
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
$
|
161,496
|
|
|
$
|
(1,146)
|
|
|
$
|
187,043
|
|
|
$
|
(2,472)
|
|
|
$
|
348,539
|
|
|
$
|
(3,618)
|
|
|
91
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held-to-maturity securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage-backed securities (1)
|
$
|
10,328
|
|
|
$
|
(11)
|
|
|
$
|
30,451
|
|
|
$
|
(305)
|
|
|
$
|
40,779
|
|
|
$
|
(316)
|
|
|
14
|
|
Total
|
$
|
10,328
|
|
|
$
|
(11)
|
|
|
$
|
30,451
|
|
|
$
|
(305)
|
|
|
$
|
40,779
|
|
|
$
|
(316)
|
|
|
14
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less than 12 months
|
|
|
|
12 months or longer
|
|
|
|
Total
|
|
|
|
|
|
Fair
value
|
|
Unrealized
losses
|
|
Fair
value
|
|
Unrealized
losses
|
|
Fair
value
|
|
Unrealized
losses
|
|
Number of
securities
|
|
(In thousands, except number of securities)
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government and agencies
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
29,114
|
|
|
$
|
(929)
|
|
|
$
|
29,114
|
|
|
$
|
(929)
|
|
|
5
|
|
Government-sponsored entities
|
—
|
|
|
—
|
|
|
207,703
|
|
|
(3,952)
|
|
|
207,703
|
|
|
(3,952)
|
|
|
32
|
|
Municipal bonds
|
25,394
|
|
|
(128)
|
|
|
130,209
|
|
|
(2,973)
|
|
|
155,603
|
|
|
(3,101)
|
|
|
85
|
|
Mortgage-backed securities (1)
|
2,469
|
|
|
(11)
|
|
|
433,888
|
|
|
(19,153)
|
|
|
436,357
|
|
|
(19,164)
|
|
|
110
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
$
|
27,863
|
|
|
$
|
(139)
|
|
|
$
|
800,914
|
|
|
$
|
(27,007)
|
|
|
$
|
828,777
|
|
|
$
|
(27,146)
|
|
|
232
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held-to-maturity securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage-backed securities (1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
58,695
|
|
|
$
|
(1,845)
|
|
|
$
|
58,695
|
|
|
$
|
(1,845)
|
|
|
16
|
|
Total
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
58,695
|
|
|
$
|
(1,845)
|
|
|
$
|
58,695
|
|
|
$
|
(1,845)
|
|
|
16
|
|
___________________
(1)All mortgage-backed securities are guaranteed by the U.S. government, U.S. government agencies, or government-sponsored entities.
As of December 31, 2019, the U.S. government and agencies securities, government-sponsored entities securities and mortgage-backed securities in the first table above had current Standard and Poor's credit rating of AAA. The municipal bonds in the first table above had a current Standard and Poor’s credit rating of at least AA-. At December 31, 2019, the Company does not consider these investments other-than-temporarily impaired as the decline in fair value on investments is primarily attributed to changes in interest rates and not credit quality.
At December 31, 2019 and December 31, 2018, the amount of investment securities in an unrealized loss position greater than 12 months, as well as in total, was primarily due to changes in interest rates and not due to credit quality. As of December 31, 2019, the Company had no intent to sell any securities in an unrealized loss position and it is not more likely than not that the Company would be forced to sell any of these securities prior to the full recovery of all unrealized loss amounts. Subsequent to December 31, 2019 and through the date of the filing of this Annual Report on Form 10-K, no securities were downgraded to below investment grade, nor were any securities in an unrealized loss position sold.
The following table presents the concentration of securities with any one issuer that exceeds 10% of shareholders’ equity as of December 31, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortized cost
|
|
Fair value
|
|
(In thousands)
|
|
|
|
|
|
|
Federal Home Loan Mortgage Corporation
|
$
|
296,049
|
|
|
$
|
295,434
|
|
Federal Home Loan Bank
|
89,167
|
|
|
90,111
|
|
Federal National Mortgage Association
|
199,064
|
|
|
198,128
|
|
Total
|
$
|
584,280
|
|
|
$
|
583,673
|
|
Cost Method Investments
The Company invests in low-income housing tax credits, which are included in Other assets, to encourage private capital investment in the construction and rehabilitation of low-income housing. The Company makes these investments as an indirect subsidy that allows investors, such as the Company, in a flow-through limited liability entity, such as limited partnerships or limited liability companies that manage or invest in qualified affordable housing projects, to receive the benefits of the tax credits allocated to the entity that owns the qualified affordable housing project. The Company also holds partnership interests in venture capital funds formed to provide financing to small businesses and to promote community development.
The Company amortizes its investment in the low income housing tax credits using the proportional amortization method. Under the proportional amortization method, the Company amortizes the cost of its investment, in proportion to the tax credits and other tax benefits it receives to Income tax expense. Included in Income tax expense was amortization of $4.3 million, $3.0 million, and $2.7 million for the years ending December 31, 2019, 2018 and 2017, respectively. Also included in Income tax expense were the related tax benefits of $4.1 million, $2.9 million and $2.2 million for the years ending December 31, 2019, 2018, and 2017, respectively.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The Company had $65.5 million and $54.4 million in cost method investments included in Other assets as of December 31, 2019 and December 31, 2018, respectively. In addition, the Company had $27.8 million and $23.0 million in unadvanced funds related to commitments, included in Other liabilities, in these investments as of December 31, 2019 and 2018, respectively.
Under the proportional amortization method, an investment must be tested for impairment when events or changes in circumstances indicate that it is more likely than not that the carrying amount of the investment will not be realized. There was no indication of impairment for the years ending December 31, 2019 and 2018.
5. LOAN PORTFOLIO AND CREDIT QUALITY
The Bank’s lending activities are conducted principally in the regions of New England, Northern California, and Southern California. The Bank originates single and multi-family residential loans, commercial real estate loans, commercial and industrial loans, commercial tax-exempt loans, construction and land loans, and home equity and other consumer loans. Most loans are secured by borrowers’ personal or business assets. The ability of the Bank’s single family residential and consumer borrowers to honor their repayment commitments is generally dependent on the level of overall economic conditions within the Bank’s lending areas. Commercial, construction, and land borrowers’ ability to repay is generally dependent upon the health of the economy and real estate values, including, in particular, the performance of the construction sector. Accordingly, the ultimate collectability of a substantial portion of the Bank’s loan portfolio is susceptible to changing conditions in the New England, Northern California, and Southern California economies and real estate markets.
The following table presents a summary of the loan portfolio based on the portfolio segment as of the dates indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
|
(In thousands)
|
|
|
Commercial and industrial
|
$
|
694,034
|
|
|
$
|
623,037
|
|
Commercial tax-exempt
|
447,927
|
|
|
451,671
|
|
Total commercial and industrial
|
1,141,961
|
|
|
1,074,708
|
|
Commercial real estate
|
2,551,274
|
|
|
2,395,692
|
|
Construction and land
|
225,983
|
|
|
240,306
|
|
Residential
|
2,839,155
|
|
|
2,948,973
|
|
Home equity
|
83,657
|
|
|
90,421
|
|
Consumer and other
|
134,674
|
|
|
143,058
|
|
Total
|
$
|
6,976,704
|
|
|
$
|
6,893,158
|
|
During the year ended December 31, 2019, the Bank sold $190.7 million of residential mortgage loans resulting in a net gain of $1.2 million. The Company recorded $0.8 million in mortgage servicing rights intangible assets related to the sale of these residential mortgage loans with servicing rights retained. See Part II. Item 8. “Financial Statements and Supplementary Data - Note 8: Goodwill and Other Intangible Assets” for additional information on the mortgage servicing rights.
The following table presents nonaccrual loans receivable by class of receivable as of the dates indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
|
(In thousands)
|
|
|
Commercial and industrial
|
$
|
582
|
|
|
$
|
2,554
|
|
Commercial tax-exempt
|
—
|
|
|
—
|
|
Total commercial and industrial
|
582
|
|
|
2,554
|
|
Commercial real estate
|
—
|
|
|
546
|
|
Construction and land
|
—
|
|
|
—
|
|
Residential
|
13,993
|
|
|
7,914
|
|
Home equity
|
1,525
|
|
|
3,031
|
|
Consumer and other
|
3
|
|
|
12
|
|
Total
|
$
|
16,103
|
|
|
$
|
14,057
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The Bank’s policy is to discontinue the accrual of interest on a loan when the collectability of principal or interest is in doubt. In certain instances, although infrequent, loans that have become 90 days or more past due may remain on accrual status if the value of the collateral securing the loan is sufficient to cover principal and interest and the loan is in the process of collection. There were no loans 90 days or more past due, but still accruing, as of December 31, 2019 and 2018. The Bank’s policy for returning a loan to accrual status requires the loan to be brought current and for the client to show a history of making timely payments (generally six consecutive months). For TDRs, a return to accrual status generally requires timely payments for a period of six months in accordance with the restructured loan terms, along with meeting other criteria.
The following tables show the payment status of loans receivable by class of receivable as of the dates indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accruing Past Due
|
|
|
|
|
|
|
|
Nonaccrual Loans
|
|
|
|
|
|
|
|
|
|
|
|
30-59
Days
Past
Due
|
|
60-89
Days
Past
Due
|
|
|
|
Total
Accruing
Past
Due
|
|
Current
|
|
|
30-89
Days
Past
Due
|
|
90 Days
or
Greater
Past
Due
|
|
Total
Non-
accrual
Loans
|
|
Current
Accruing
Loans
|
|
Total
Loans
Receivable
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial
|
$
|
828
|
|
|
$
|
—
|
|
|
|
|
$
|
828
|
|
|
$
|
—
|
|
|
$
|
241
|
|
|
$
|
341
|
|
|
$
|
582
|
|
|
$
|
692,624
|
|
|
$
|
694,034
|
|
Commercial tax-exempt
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
447,927
|
|
|
447,927
|
|
Commercial real estate
|
1,420
|
|
|
—
|
|
|
|
|
1,420
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,549,854
|
|
|
2,551,274
|
|
Construction and land
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
225,983
|
|
|
225,983
|
|
Residential
|
19,133
|
|
|
1,038
|
|
|
|
|
20,171
|
|
|
9,593
|
|
|
759
|
|
|
3,641
|
|
|
13,993
|
|
|
2,804,991
|
|
|
2,839,155
|
|
Home equity
|
369
|
|
|
—
|
|
|
|
|
369
|
|
|
220
|
|
|
148
|
|
|
1,157
|
|
|
1,525
|
|
|
81,763
|
|
|
83,657
|
|
Consumer and other
|
1,008
|
|
|
2,149
|
|
|
|
|
3,157
|
|
|
1
|
|
|
—
|
|
|
2
|
|
|
3
|
|
|
131,514
|
|
|
134,674
|
|
Total
|
$
|
22,758
|
|
|
$
|
3,187
|
|
|
|
|
$
|
25,945
|
|
|
$
|
9,814
|
|
|
$
|
1,148
|
|
|
$
|
5,141
|
|
|
$
|
16,103
|
|
|
$
|
6,934,656
|
|
|
$
|
6,976,704
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accruing Past Due
|
|
|
|
|
|
|
|
Nonaccrual Loans
|
|
|
|
|
|
|
|
|
|
|
|
30-59
Days
Past
Due
|
|
60-89
Days
Past
Due
|
|
|
|
Total
Accruing
Past
Due
|
|
Current
|
|
|
30-89
Days
Past
Due
|
|
90 Days
or
Greater
Past
Due
|
|
Total
Non-
accrual
Loans
|
|
Current
Accruing
Loans
|
|
Total
Loans
Receivable
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial
|
$
|
9,794
|
|
|
$
|
—
|
|
|
|
|
$
|
9,794
|
|
|
$
|
979
|
|
|
$
|
—
|
|
|
$
|
1,575
|
|
|
$
|
2,554
|
|
|
$
|
610,689
|
|
|
$
|
623,037
|
|
Commercial tax-exempt
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
451,671
|
|
|
451,671
|
|
Commercial real estate
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
546
|
|
|
546
|
|
|
2,395,146
|
|
|
2,395,692
|
|
Construction and land
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
240,306
|
|
|
240,306
|
|
Residential
|
6,477
|
|
|
366
|
|
|
|
|
6,843
|
|
|
2,639
|
|
|
716
|
|
|
4,559
|
|
|
7,914
|
|
|
2,934,216
|
|
|
2,948,973
|
|
Home equity
|
252
|
|
|
350
|
|
|
|
|
602
|
|
|
—
|
|
|
48
|
|
|
2,983
|
|
|
3,031
|
|
|
86,788
|
|
|
90,421
|
|
Consumer and other
|
17
|
|
|
5,043
|
|
|
|
|
5,060
|
|
|
8
|
|
|
4
|
|
|
—
|
|
|
12
|
|
|
137,986
|
|
|
143,058
|
|
Total
|
$
|
16,540
|
|
|
$
|
5,759
|
|
|
|
|
$
|
22,299
|
|
|
$
|
3,626
|
|
|
$
|
768
|
|
|
$
|
9,663
|
|
|
$
|
14,057
|
|
|
$
|
6,856,802
|
|
|
$
|
6,893,158
|
|
Nonaccrual and delinquent loans are affected by many factors, such as economic and business conditions, interest rates, unemployment levels, and real estate collateral values, among others. In periods of prolonged economic decline, borrowers may become more severely affected over time as liquidity levels decline and the borrower’s ability to continue to make payments deteriorates. With respect to real estate collateral values, the declines from the peak, as well as the value of the real estate at the time of origination versus the current value, can impact the level of problem loans. For instance, if the loan to value ratio at the time of renewal has increased due to the decline in the real estate value since origination, the loan may no longer meet the Bank’s underwriting standards and may be considered for classification as a problem loan dependent upon a review of risk factors.
Generally when a collateral dependent loan becomes impaired, an updated appraisal of the collateral, if appropriate, is obtained. If the impaired loan has not been upgraded to a performing status within a reasonable amount of time, the Bank will continue to obtain updated appraisals as deemed necessary, especially during periods of declining property values.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The past due status of a loan is determined in accordance with its contractual repayment terms. All loan types are reported past due when one scheduled payment is due and unpaid for 30 days or more.
The following tables present the loan portfolio’s credit risk profile by internally assigned grade and class of receivable as of the dates indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
|
|
|
|
|
|
|
|
By Loan Grade or Nonaccrual Status
|
|
|
|
|
|
|
|
|
|
Pass
|
|
Special
Mention
|
|
Accruing
Classified (1)
|
|
Nonaccrual
Loans
|
|
Total
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
Commercial and industrial
|
$
|
656,364
|
|
|
$
|
12,101
|
|
|
$
|
24,987
|
|
|
$
|
582
|
|
|
$
|
694,034
|
|
Commercial tax-exempt
|
436,721
|
|
|
7,154
|
|
|
4,052
|
|
|
—
|
|
|
447,927
|
|
Commercial real estate
|
2,495,702
|
|
|
32,014
|
|
|
23,558
|
|
|
—
|
|
|
2,551,274
|
|
Construction and land
|
225,526
|
|
|
457
|
|
|
—
|
|
|
—
|
|
|
225,983
|
|
Residential
|
2,820,909
|
|
|
—
|
|
|
4,253
|
|
|
13,993
|
|
|
2,839,155
|
|
Home equity
|
81,060
|
|
|
—
|
|
|
1,072
|
|
|
1,525
|
|
|
83,657
|
|
Consumer and other
|
134,371
|
|
|
300
|
|
|
—
|
|
|
3
|
|
|
134,674
|
|
Total
|
$
|
6,850,653
|
|
|
$
|
52,026
|
|
|
$
|
57,922
|
|
|
$
|
16,103
|
|
|
$
|
6,976,704
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2018
|
|
|
|
|
|
|
|
|
|
By Loan Grade or Nonaccrual Status
|
|
|
|
|
|
|
|
|
|
Pass
|
|
Special
Mention
|
|
Accruing
Classified (1)
|
|
Nonaccrual
Loans
|
|
Total
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
Commercial and industrial
|
$
|
581,278
|
|
|
$
|
16,213
|
|
|
$
|
22,992
|
|
|
$
|
2,554
|
|
|
$
|
623,037
|
|
Commercial tax-exempt
|
444,835
|
|
|
2,785
|
|
|
4,051
|
|
|
—
|
|
|
451,671
|
|
Commercial real estate
|
2,314,223
|
|
|
53,871
|
|
|
27,052
|
|
|
546
|
|
|
2,395,692
|
|
Construction and land
|
234,647
|
|
|
5,659
|
|
|
—
|
|
|
—
|
|
|
240,306
|
|
Residential
|
2,941,059
|
|
|
—
|
|
|
—
|
|
|
7,914
|
|
|
2,948,973
|
|
Home equity
|
87,390
|
|
|
—
|
|
|
—
|
|
|
3,031
|
|
|
90,421
|
|
Consumer and other
|
143,046
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
143,058
|
|
Total
|
$
|
6,746,478
|
|
|
$
|
78,528
|
|
|
$
|
54,095
|
|
|
$
|
14,057
|
|
|
$
|
6,893,158
|
|
___________________
(1) Accruing Classified includes both Substandard and Doubtful classifications.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The following tables present, by class of receivable, the balance of impaired loans with and without a related allowance, the associated allowance for those impaired loans with a related allowance, and the total unpaid principal on impaired loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of and for the year ended December 31, 2019
|
|
|
|
|
|
|
|
|
|
Recorded Investment (1)
|
|
Unpaid Principal Balance
|
|
Related Allowance
|
|
Average Recorded Investment
|
|
Interest Income Recognized while Impaired
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
Commercial and industrial
|
$
|
470
|
|
|
$
|
553
|
|
|
n/a
|
|
|
$
|
1,062
|
|
|
$
|
268
|
|
Commercial tax-exempt
|
—
|
|
|
—
|
|
|
n/a
|
|
|
—
|
|
|
—
|
|
Commercial real estate
|
733
|
|
|
733
|
|
|
n/a
|
|
|
155
|
|
|
262
|
|
Construction and land
|
—
|
|
|
—
|
|
|
n/a
|
|
|
—
|
|
|
—
|
|
Residential
|
15,362
|
|
|
15,622
|
|
|
n/a
|
|
|
13,700
|
|
|
636
|
|
Home equity
|
1,557
|
|
|
2,119
|
|
|
n/a
|
|
|
2,095
|
|
|
35
|
|
Consumer and other
|
—
|
|
|
—
|
|
|
n/a
|
|
|
—
|
|
|
—
|
|
Subtotal
|
$
|
18,122
|
|
|
$
|
19,027
|
|
|
n/a
|
|
|
$
|
17,012
|
|
|
$
|
1,201
|
|
With an allowance recorded:
|
|
|
|
|
|
|
|
|
|
Commercial and industrial
|
$
|
254
|
|
|
$
|
254
|
|
|
$
|
146
|
|
|
$
|
736
|
|
|
$
|
33
|
|
Commercial tax-exempt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Commercial real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Construction and land
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Residential
|
538
|
|
|
538
|
|
|
67
|
|
|
1,130
|
|
|
23
|
|
Home equity
|
273
|
|
|
273
|
|
|
22
|
|
|
545
|
|
|
4
|
|
Consumer and other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Subtotal
|
$
|
1,065
|
|
|
$
|
1,065
|
|
|
$
|
235
|
|
|
$
|
2,411
|
|
|
$
|
60
|
|
Total:
|
|
|
|
|
|
|
|
|
|
Commercial and industrial
|
$
|
724
|
|
|
$
|
807
|
|
|
$
|
146
|
|
|
$
|
1,798
|
|
|
$
|
301
|
|
Commercial tax-exempt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Commercial real estate
|
733
|
|
|
733
|
|
|
—
|
|
|
155
|
|
|
262
|
|
Construction and land
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Residential
|
15,900
|
|
|
16,160
|
|
|
67
|
|
|
14,830
|
|
|
659
|
|
Home equity
|
1,830
|
|
|
2,392
|
|
|
22
|
|
|
2,640
|
|
|
39
|
|
Consumer and other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
$
|
19,187
|
|
|
$
|
20,092
|
|
|
$
|
235
|
|
|
$
|
19,423
|
|
|
$
|
1,261
|
|
___________________
(1)Recorded investment represents the client loan balance net of historical charge-offs and historical nonaccrual interest paid, which was applied to principal.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of and for the year ended December 31, 2018
|
|
|
|
|
|
|
|
|
|
Recorded Investment (1)
|
|
Unpaid Principal Balance
|
|
Related Allowance
|
|
Average Recorded Investment
|
|
Interest Income Recognized while Impaired
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
Commercial and industrial
|
$
|
1,435
|
|
|
$
|
2,397
|
|
|
n/a
|
|
|
$
|
1,614
|
|
|
$
|
69
|
|
Commercial tax-exempt
|
—
|
|
|
—
|
|
|
n/a
|
|
|
—
|
|
|
—
|
|
Commercial real estate
|
546
|
|
|
900
|
|
|
n/a
|
|
|
2,002
|
|
|
1,544
|
|
Construction and land
|
—
|
|
|
—
|
|
|
n/a
|
|
|
50
|
|
|
16
|
|
Residential
|
8,403
|
|
|
8,764
|
|
|
n/a
|
|
|
9,638
|
|
|
408
|
|
Home equity
|
990
|
|
|
990
|
|
|
n/a
|
|
|
1,041
|
|
|
24
|
|
Consumer and other
|
—
|
|
|
—
|
|
|
n/a
|
|
|
—
|
|
|
—
|
|
Subtotal
|
$
|
11,374
|
|
|
$
|
13,051
|
|
|
n/a
|
|
|
$
|
14,345
|
|
|
$
|
2,061
|
|
With an allowance recorded:
|
|
|
|
|
|
|
|
|
|
Commercial and industrial
|
$
|
1,770
|
|
|
$
|
1,972
|
|
|
$
|
598
|
|
|
$
|
631
|
|
|
$
|
15
|
|
Commercial tax-exempt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Commercial real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
4,087
|
|
|
705
|
|
Construction and land
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Residential
|
780
|
|
|
780
|
|
|
75
|
|
|
785
|
|
|
22
|
|
Home equity
|
1,719
|
|
|
1,719
|
|
|
562
|
|
|
959
|
|
|
11
|
|
Consumer and other
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
3
|
|
Subtotal
|
$
|
4,269
|
|
|
$
|
4,471
|
|
|
$
|
1,235
|
|
|
$
|
6,472
|
|
|
$
|
756
|
|
Total:
|
|
|
|
|
|
|
|
|
|
Commercial and industrial
|
$
|
3,205
|
|
|
$
|
4,369
|
|
|
$
|
598
|
|
|
$
|
2,245
|
|
|
$
|
84
|
|
Commercial tax-exempt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Commercial real estate
|
546
|
|
|
900
|
|
|
—
|
|
|
6,089
|
|
|
2,249
|
|
Construction and land
|
—
|
|
|
—
|
|
|
—
|
|
|
50
|
|
|
16
|
|
Residential
|
9,183
|
|
|
9,544
|
|
|
75
|
|
|
10,423
|
|
|
430
|
|
Home equity
|
2,709
|
|
|
2,709
|
|
|
562
|
|
|
2,000
|
|
|
35
|
|
Consumer and other
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
3
|
|
Total
|
$
|
15,643
|
|
|
$
|
17,522
|
|
|
$
|
1,235
|
|
|
$
|
20,817
|
|
|
$
|
2,817
|
|
____________________
(1)Recorded investment represents the client loan balance net of historical charge-offs and historical nonaccrual interest paid, if applicable, which was applied to principal.
The following table presents, by class of receivable, the average recorded investment balance of impaired loans and interest income recognized on impaired loans:
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
|
|
|
|
2018
|
|
|
|
2017
|
|
|
|
Average Recorded Investment
|
|
Interest Income Recognized
|
|
|
|
Average Recorded Investment
|
|
Interest Income Recognized
|
|
|
Average Recorded Investment
|
|
Interest Income Recognized
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial
|
$
|
1,798
|
|
|
$
|
301
|
|
|
|
|
$
|
2,245
|
|
|
$
|
84
|
|
|
$
|
1,750
|
|
|
$
|
54
|
|
Commercial tax-exempt
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
1,001
|
|
|
80
|
|
Commercial real estate
|
155
|
|
|
262
|
|
|
|
|
6,089
|
|
|
2,249
|
|
|
10,078
|
|
|
1,868
|
|
Construction and land
|
—
|
|
|
—
|
|
|
|
|
50
|
|
|
16
|
|
|
172
|
|
|
—
|
|
Residential
|
14,830
|
|
|
659
|
|
|
|
|
10,423
|
|
|
430
|
|
|
11,502
|
|
|
449
|
|
Home equity
|
2,640
|
|
|
39
|
|
|
|
|
2,000
|
|
|
35
|
|
|
449
|
|
|
1
|
|
Consumer and other
|
—
|
|
|
—
|
|
|
|
|
10
|
|
|
3
|
|
|
10
|
|
|
—
|
|
Total
|
$
|
19,423
|
|
|
$
|
1,261
|
|
|
|
|
$
|
20,817
|
|
|
$
|
2,817
|
|
|
$
|
24,962
|
|
|
$
|
2,452
|
|
When management determines that it is probable that the Bank will not collect all principal and interest on a loan in accordance with the original loan terms, the loan is designated as impaired.
Loans that are designated as impaired require an analysis to determine the amount of impairment, if any. Impairment would be indicated as a result of the carrying value of the loan exceeding either the estimated collateral value, less costs to sell, for collateral dependent loans or the net present value of the projected cash flow, discounted at the loan’s contractual effective interest rate, for loans not considered to be collateral dependent. Generally, shortfalls in the analysis on collateral dependent loans would result in the impairment amount being charged-off to the allowance for loan losses. Shortfalls on cash flow dependent loans may be carried as specific allocations to the general reserve unless a known loss is determined to have occurred, in which case such known loss is charged-off.
Loans in the held for sale category are carried at the lower of amortized cost or estimated fair value in the aggregate and are excluded from the allowance for loan losses analysis.
As of December 31, 2019 the Bank has pledged $2.5 billion of loans in a blanket lien agreement with the FHLB. The Bank also has $395.3 million of loans pledged as collateral at the FRB for access to their discount window. As of December 31, 2018, the Bank had pledged $2.6 billion of loans to the FHLB and $540.0 million of loans to the FRB.
The Bank may, under certain circumstances, restructure loans as a concession to borrowers who are experiencing financial difficulty. Such loans are classified as TDRs and are included in impaired loans. TDRs typically result from the Bank’s loss mitigation activities which, among other things, could include rate reductions, payment extensions, and/or principal forgiveness. As of December 31, 2019 and 2018, TDRs totaled $12.6 million and $8.0 million, respectively. As of December 31, 2019, $7.1 million of the $12.6 million of TDRs were on accrual status. As of December 31, 2018, $3.8 million of the $8.0 million of TDRs were on accrual status. As of December 31, 2019 and 2018, the Company had no commitments to lend additional funds to debtors for loans whose terms had been modified in a troubled debt restructuring.
Since all TDR loans are considered impaired loans, they are individually evaluated for impairment. The resulting impairment, if any, would have an impact on the allowance for loan losses as a specific reserve or charge-off. If, prior to the classification as a TDR, the loan was not impaired, there would have been a general or allocated reserve on the particular loan. Therefore, depending upon the result of the impairment analysis, there could be an increase or decrease in the related allowance for loan losses. Many loans initially categorized as TDRs are already on nonaccrual status and are already considered impaired. Therefore, there is generally not a material change to the allowance for loan losses when a nonaccruing loan is categorized as a TDR.
The following tables present the balance of TDRs that were restructured or defaulted during the periods indicated:
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of and for the year ended December 31, 2019
|
|
|
|
|
|
|
|
|
|
Restructured Year to Date
|
|
|
|
|
|
TDRs that defaulted that
were restructured in
prior twelve months
|
|
|
|
# of Loans
|
|
Pre-modification
recorded investment
|
|
Post-modification
recorded investment
|
|
# of Loans
|
|
Post-modification
recorded investment
|
|
(In thousands, except number of loans)
|
|
|
|
|
|
|
|
|
Commercial and industrial
|
2
|
|
|
$
|
449
|
|
|
$
|
449
|
|
|
1
|
|
|
$
|
270
|
|
Commercial tax-exempt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Commercial real estate
|
1
|
|
|
736
|
|
|
736
|
|
|
—
|
|
|
—
|
|
Construction and land
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Residential
|
5
|
|
|
6,801
|
|
|
6,845
|
|
|
—
|
|
|
—
|
|
Home equity
|
2
|
|
|
525
|
|
|
534
|
|
|
—
|
|
|
—
|
|
Consumer and other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
10
|
|
|
$
|
8,511
|
|
|
$
|
8,564
|
|
|
1
|
|
|
$
|
270
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of and for the year ended December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Extension of Term
|
|
|
|
Temporary Rate Reduction
|
|
|
|
Payment Deferral
|
|
|
|
Combination of Concessions (1)
|
|
|
|
Total Concessions
|
|
|
|
# of Loans
|
|
|
Post-
modifi-
cation
recorded
invest-
ment
|
|
|
# of Loans
|
|
|
Post-
modifi-
cation
recorded
invest-
ment
|
|
|
# of Loans
|
|
|
Post-
modifi-
cation
recorded
invest-
ment
|
|
|
# of Loans
|
|
|
Post-
modifi-
cation
recorded
invest-
ment
|
|
|
# of Loans
|
|
|
Post-
modifi-
cation
recorded
invest-
ment
|
|
|
(In thousands, except number of loans)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial
|
2
|
|
|
$
|
449
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
2
|
|
|
$
|
449
|
|
Commercial tax-exempt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Commercial real estate
|
|
1
|
|
|
736
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
736
|
|
Construction and Land
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Residential
|
—
|
|
|
—
|
|
|
2
|
|
|
3,227
|
|
|
3
|
|
|
3,618
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
6,845
|
|
Home Equity
|
—
|
|
|
—
|
|
|
1
|
|
|
283
|
|
|
1
|
|
|
251
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
534
|
|
Consumer and other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
|
3
|
|
|
$
|
1,185
|
|
|
3
|
|
|
$
|
3,510
|
|
|
4
|
|
|
$
|
3,869
|
|
|
—
|
|
|
$
|
—
|
|
|
10
|
|
|
$
|
8,564
|
|
____________________
(1)Combination of concessions includes loans that have had more than one modification, including extension of term, temporary reduction of interest rate, and/or payment deferral.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of and for the year ended December 31, 2018
|
|
|
|
|
|
|
|
|
|
Restructured Year to Date
|
|
|
|
|
|
TDRs that defaulted that
were restructured in
prior twelve months
|
|
|
|
# of Loans
|
|
Pre-modification
recorded investment
|
|
Post-modification
recorded investment
|
|
# of Loans
|
|
Post-modification
recorded investment
|
|
(In thousands, except number of loans)
|
|
|
|
|
|
|
|
|
Commercial and industrial
|
3
|
|
|
$
|
1,249
|
|
|
$
|
1,249
|
|
|
1
|
|
|
$
|
150
|
|
Commercial tax-exempt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Commercial real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Construction and land
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Residential
|
2
|
|
|
2,175
|
|
|
2,210
|
|
|
—
|
|
|
—
|
|
Home equity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Consumer and other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
5
|
|
|
$
|
3,424
|
|
|
$
|
3,459
|
|
|
1
|
|
|
$
|
150
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of and for the year ended December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Extension of Term
|
|
|
|
Temporary Rate Reduction
|
|
|
|
Payment Deferral
|
|
|
|
Combination of Concessions (1)
|
|
|
|
Total Concessions
|
|
|
|
# of Loans
|
|
|
Post-
modifi-
cation
recorded
invest-
ment
|
|
|
# of Loans
|
|
|
Post-
modifi-
cation
recorded
invest-
ment
|
|
|
# of Loans
|
|
|
Post-
modifi-
cation
recorded
invest-
ment
|
|
|
# of Loans
|
|
|
Post-
modifi-
cation
recorded
invest-
ment
|
|
|
# of Loans
|
|
|
Post-
modifi-
cation
recorded
invest-
ment
|
|
|
(In thousands, except number of loans)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial
|
2
|
|
|
$
|
250
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
1
|
|
|
$
|
999
|
|
|
3
|
|
|
$
|
1,249
|
|
Commercial tax-exempt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Commercial real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Construction and Land
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Residential
|
—
|
|
|
—
|
|
|
2
|
|
|
2,210
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
$
|
2,210
|
|
Home Equity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Consumer and other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Total
|
|
2
|
|
|
$
|
250
|
|
|
2
|
|
|
$
|
2,210
|
|
|
—
|
|
|
$
|
—
|
|
|
1
|
|
|
$
|
999
|
|
|
5
|
|
|
$
|
3,459
|
|
___________________
(1)Combination of concessions includes loans that have had more than one modification, including extension of term, temporary reduction of interest rate, and/or payment deferral.
Loan participations serviced for others and loans serviced for others are not included in the Company's total loans. The following table presents a summary of the loan participations serviced for others and loans serviced for others based on class of receivable as of the dates indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
|
(In thousands)
|
|
|
Commercial and industrial
|
$
|
14,533
|
|
|
$
|
8,024
|
|
Commercial tax-exempt
|
18,101
|
|
|
19,105
|
|
Commercial real estate
|
121,929
|
|
|
60,688
|
|
Construction and land
|
75,451
|
|
|
39,966
|
|
Total loan participations serviced for others
|
$
|
230,014
|
|
|
$
|
127,783
|
|
|
|
|
|
Residential
|
$
|
204,696
|
|
|
$
|
33,168
|
|
Total loans serviced for others
|
$
|
204,696
|
|
|
$
|
33,168
|
|
Any loans to senior management, executive officers, and directors are made in the ordinary course of business, under normal credit terms, including interest rates and collateral requirements prevailing at the time of origination for comparable transactions with other persons and do not represent more than normal credit risk. The Bank’s current policy is generally not to originate these types of loans.
Total loans include deferred loan origination (fees)/costs, net, of $8.1 million and $8.5 million as of December 31, 2019 and 2018, respectively.
6. ALLOWANCE FOR LOAN LOSSES
The allowance for loan losses is reported as a reduction of outstanding loan balances, and totaled $72.0 million and $75.3 million at December 31, 2019 and 2018, respectively. The following tables present a summary of the changes in the allowance for loan losses for the periods indicated:
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of and for the year ended December 31,
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
|
(In thousands)
|
|
|
|
|
Allowance for loan losses, beginning of year:
|
|
|
|
|
|
Commercial and industrial
|
$
|
15,912
|
|
|
$
|
11,735
|
|
|
$
|
12,751
|
|
Commercial real estate
|
41,934
|
|
|
46,820
|
|
|
50,412
|
|
Construction and land
|
6,022
|
|
|
4,949
|
|
|
3,039
|
|
Residential
|
10,026
|
|
|
9,773
|
|
|
10,449
|
|
Home equity
|
1,284
|
|
|
835
|
|
|
1,035
|
|
Consumer and other
|
134
|
|
|
630
|
|
|
391
|
|
|
|
|
|
|
|
Total allowance for loan losses, beginning of year
|
$
|
75,312
|
|
|
$
|
74,742
|
|
|
$
|
78,077
|
|
Loans charged-off:
|
|
|
|
|
|
Commercial and industrial
|
$
|
(645)
|
|
|
$
|
(709)
|
|
|
$
|
(393)
|
|
Commercial real estate
|
—
|
|
|
(135)
|
|
|
—
|
|
Construction and land
|
—
|
|
|
—
|
|
|
—
|
|
Residential
|
—
|
|
|
(16)
|
|
|
(58)
|
|
Home equity
|
(562)
|
|
|
—
|
|
|
—
|
|
Consumer and other
|
(22)
|
|
|
(39)
|
|
|
(412)
|
|
Total charge-offs
|
$
|
(1,229)
|
|
|
$
|
(899)
|
|
|
$
|
(863)
|
|
Recoveries on loans previously charged-off:
|
|
|
|
|
|
Commercial and industrial
|
$
|
891
|
|
|
$
|
680
|
|
|
$
|
472
|
|
Commercial real estate
|
429
|
|
|
2,389
|
|
|
4,621
|
|
Construction and land
|
—
|
|
|
—
|
|
|
25
|
|
Residential
|
100
|
|
|
429
|
|
|
47
|
|
Home equity
|
10
|
|
|
1
|
|
|
—
|
|
Consumer and other
|
33
|
|
|
168
|
|
|
32
|
|
Total recoveries
|
$
|
1,463
|
|
|
$
|
3,667
|
|
|
$
|
5,197
|
|
Provision/(credit) for loan losses:
|
|
|
|
|
|
Commercial and industrial
|
$
|
(94)
|
|
|
$
|
4,206
|
|
|
$
|
(1,095)
|
|
Commercial real estate
|
(1,598)
|
|
|
(7,140)
|
|
|
(8,213)
|
|
Construction and land
|
(903)
|
|
|
1,073
|
|
|
1,885
|
|
Residential
|
(1,269)
|
|
|
(160)
|
|
|
(665)
|
|
Home equity
|
46
|
|
|
448
|
|
|
(200)
|
|
Consumer and other
|
254
|
|
|
(625)
|
|
|
619
|
|
|
|
|
|
|
|
Total provision/(credit) for loan losses
|
$
|
(3,564)
|
|
|
$
|
(2,198)
|
|
|
$
|
(7,669)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for loan losses, end of year:
|
|
|
|
|
|
Commercial and industrial
|
$
|
16,064
|
|
|
$
|
15,912
|
|
|
$
|
11,735
|
|
Commercial real estate
|
40,765
|
|
|
41,934
|
|
|
46,820
|
|
Construction and land
|
5,119
|
|
|
6,022
|
|
|
4,949
|
|
Residential
|
8,857
|
|
|
10,026
|
|
|
9,773
|
|
Home equity
|
778
|
|
|
1,284
|
|
|
835
|
|
Consumer and other
|
399
|
|
|
134
|
|
|
630
|
|
Total allowance for loan losses, end of year
|
$
|
71,982
|
|
|
$
|
75,312
|
|
|
$
|
74,742
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The allowance for loan losses is an estimate of the inherent risk of loss in the loan portfolio as of the Consolidated Balance Sheet dates. Management estimates the level of the allowance based on all relevant information available. Changes to the required level in the allowance result in either a provision for loan loss expense, if an increase is required, or a credit to the provision, if a decrease if required. Loan losses are charged to the allowance when available information confirms that specific loans or portions thereof, are uncollectable. Recoveries on loans previously charged-off are added back to the allowance when received in cash or when the Bank takes possession of other assets.
The provision/(credit) for loan losses and related balance in the allowance for loan losses for tax-exempt commercial and industrial loans are included with commercial and industrial. The provision/(credit) for loan losses and related balance in the allowance for loan losses for tax-exempt commercial real estate loans are included with commercial real estate. There were no charge-offs or recoveries, for any period presented, for both commercial and industrial and commercial real estate tax-exempt loans.
The following tables present the Company’s allowance for loan losses and loan portfolio at December 31, 2019 and 2018 by portfolio segment, disaggregated by method of impairment analysis. The Company had no loans acquired with deteriorated credit quality at December 31, 2019 or 2018.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
Individually Evaluated
for Impairment
|
|
|
|
Collectively Evaluated
for Impairment
|
|
|
|
Total
|
|
|
|
Recorded
investment
(loan balance)
|
|
Allowance
for loan
losses
|
|
Recorded
investment
(loan balance)
|
|
Allowance
for loan
losses
|
|
Recorded
investment
(loan balance)
|
|
Allowance
for loan
losses
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial
|
$
|
724
|
|
|
$
|
146
|
|
|
$
|
1,141,237
|
|
|
$
|
15,918
|
|
|
$
|
1,141,961
|
|
|
$
|
16,064
|
|
Commercial real estate
|
733
|
|
|
—
|
|
|
2,550,541
|
|
|
40,765
|
|
|
2,551,274
|
|
|
40,765
|
|
Construction and land
|
—
|
|
|
—
|
|
|
225,983
|
|
|
5,119
|
|
|
225,983
|
|
|
5,119
|
|
Residential
|
15,900
|
|
|
67
|
|
|
2,823,255
|
|
|
8,790
|
|
|
2,839,155
|
|
|
8,857
|
|
Home equity
|
1,830
|
|
|
22
|
|
|
81,827
|
|
|
756
|
|
|
83,657
|
|
|
778
|
|
Consumer and other
|
—
|
|
|
—
|
|
|
134,674
|
|
|
399
|
|
|
134,674
|
|
|
399
|
|
Total
|
$
|
19,187
|
|
|
$
|
235
|
|
|
$
|
6,957,517
|
|
|
$
|
71,747
|
|
|
$
|
6,976,704
|
|
|
$
|
71,982
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
Individually Evaluated
for Impairment
|
|
|
|
Collectively Evaluated
for Impairment
|
|
|
|
Total
|
|
|
|
Recorded
investment
(loan balance)
|
|
Allowance
for loan
losses
|
|
Recorded
investment
(loan balance)
|
|
Allowance
for loan
losses
|
|
Recorded
investment
(loan balance)
|
|
Allowance
for loan
losses
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial
|
$
|
3,205
|
|
|
$
|
598
|
|
|
$
|
1,071,503
|
|
|
$
|
15,314
|
|
|
$
|
1,074,708
|
|
|
$
|
15,912
|
|
Commercial real estate
|
546
|
|
|
—
|
|
|
2,395,146
|
|
|
41,934
|
|
|
2,395,692
|
|
|
41,934
|
|
Construction and land
|
—
|
|
|
—
|
|
|
240,306
|
|
|
6,022
|
|
|
240,306
|
|
|
6,022
|
|
Residential
|
9,183
|
|
|
75
|
|
|
2,939,790
|
|
|
9,951
|
|
|
2,948,973
|
|
|
10,026
|
|
Home equity
|
2,709
|
|
|
562
|
|
|
87,712
|
|
|
722
|
|
|
90,421
|
|
|
1,284
|
|
Consumer and other
|
—
|
|
|
—
|
|
|
143,058
|
|
|
134
|
|
|
143,058
|
|
|
134
|
|
Total
|
$
|
15,643
|
|
|
$
|
1,235
|
|
|
$
|
6,877,515
|
|
|
$
|
74,077
|
|
|
$
|
6,893,158
|
|
|
$
|
75,312
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
7. PREMISES, EQUIPMENT, AND LEASES
Premises and equipment consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31,
|
|
|
|
2019
|
|
2018
|
|
(In thousands)
|
|
|
Leasehold improvements
|
$
|
55,482
|
|
|
$
|
50,489
|
|
Furniture, fixtures, and equipment
|
56,134
|
|
|
51,921
|
|
Buildings
|
3,159
|
|
|
3,159
|
|
|
|
|
|
Subtotal
|
114,775
|
|
|
105,569
|
|
Less: Accumulated depreciation
|
70,248
|
|
|
60,157
|
|
Premises and equipment, net
|
$
|
44,527
|
|
|
$
|
45,412
|
|
Depreciation expense related to premises and equipment was $11.2 million, $10.7 million, and $8.1 million for the years ended December 31, 2019, 2018, and 2017, respectively.
On January 1, 2019, the Company adopted ASU 2016-02. As stated in Part II. Item 8. “Notes to Consolidated Financial Statements - Note 1: Basis of Presentation and Summary of Significant Accounting Policies”, the implementation of the new standard had a material effect on the financial statements. The most significant effects relate to the recognition of operating ROU assets and operating lease liabilities on the Consolidated Balance Sheets for real estate operating leases, significant disclosures about leasing activities, and the impact of additional assets on certain financial measures, such as capital ratios and return on average asset ratios. On adoption, the Company recognized $124.1 million of lease liabilities and $108.5 million of ROU assets on the face of the balance sheet. ROU assets obtained in exchange for lease liabilities are net of tenant improvement allowances and deferred rent. There was no impact to the Company’s Consolidated Statements of Cash Flows upon adoption, since the net impact of all adjustments recorded upon transition represents non-cash activity.
The Company, as lessee, has 41 real estate leases for office and ATM locations classified as operating leases. The Company determines if an arrangement is a lease or contains a lease at inception. The terms of the real estate leases generally have annual increases in payments based off of a fixed or variable rate, such as the Consumer Price Index rate, that is outlined within the respective contracts. Generally, the initial terms of the leases for our leased properties range from five to fifteen years. Most of the leases also include options to renew for periods of five to ten years at contractually agreed upon rates or at market rates at the time of the extension. On a quarterly basis, the Company evaluates whether the renewal of each lease is reasonably certain. The Bank uses its incremental borrowing rate at the commencement date of the lease or renewal in determining the present value of lease payments. No other significant judgments or assumptions were made in applying the requirements of ASU 2016-02.
The following table presents information about the Company's leases as of the dates indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve months ended December 31,
|
|
|
|
2019
|
|
|
(In thousands)
|
|
Lease cost
|
|
|
|
Operating lease cost
|
|
|
|
$
|
19,004
|
|
Short-term lease cost
|
|
|
|
52
|
|
Variable lease cost
|
|
|
|
291
|
|
Less: Sublease income
|
|
|
|
(101)
|
|
Total operating lease cost
|
|
|
|
$
|
19,246
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
|
|
|
|
|
|
|
Twelve months ended December 31,
|
|
2019
|
|
(In thousands, except years and percentages)
|
Other information
|
|
|
|
Cash paid for amounts included in the measurement of lease liabilities
|
|
|
|
Operating cash flows from operating leases
|
$
|
20,230
|
|
|
|
|
|
ROU assets obtained in exchange for new operating lease liabilities
|
$
|
8,131
|
|
|
|
Weighted average remaining lease term for operating leases
|
8.1 years
|
|
|
Weighted average discount rate for operating leases
|
3.2
|
%
|
The Company is obligated for minimum payments under non-cancelable operating leases. In accordance with the terms of these leases, the Company is currently committed to minimum annual payments as follows as of the date indicated:
|
|
|
|
|
|
|
December 31, 2019
|
|
(In thousands)
|
2020
|
$
|
19,930
|
|
2021
|
19,799
|
|
2022
|
19,760
|
|
2023
|
18,972
|
|
2024
|
12,949
|
|
Thereafter
|
44,182
|
|
Total future minimum lease payments
|
$
|
135,592
|
|
Less: Amounts representing interest
|
(18,378)
|
|
Present value of net future minimum lease payments
|
$
|
117,214
|
|
Prior to the adoption of ASC 842, the Company’s operating leases were not recognized on the balance sheet. The following table presents the undiscounted future minimum lease payments under the Company’s operating leases as of the date indicated:
|
|
|
|
|
|
|
December 31, 2018
|
|
(In thousands)
|
2019
|
$
|
20,053
|
|
2020
|
19,344
|
|
2021
|
19,064
|
|
2022
|
18,802
|
|
2023
|
16,552
|
|
Thereafter
|
41,412
|
|
Total
|
$
|
135,227
|
|
Rent expense for the years ended December 31, 2018 and 2017 was $21.3 million and $21.4 million, respectively.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
8. GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill
The following tables detail the changes in carrying value of goodwill by segment during the years ended December 31, 2019 and 2018.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2018
|
|
|
|
As of December 31, 2019
|
|
(In thousands)
|
|
|
|
|
Goodwill
|
|
|
|
|
|
|
|
|
|
|
|
Wealth Management and Trust (1)
|
$
|
57,607
|
|
|
|
|
$
|
57,607
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total goodwill
|
$
|
57,607
|
|
|
|
|
$
|
57,607
|
|
___________________
(1)The goodwill balance in the Wealth Management and Trust segment as of December 31, 2019 includes goodwill from the legacy KLS entity that was merged with Boston Private Wealth in 2019. The KLS goodwill balance is included in the Wealth Management and Trust segment as of December 31, 2018 for comparative purposes. See Part II. Item 8. “Financial Statements and Supplementary Data - Note 1: Basis of Presentation and Summary of Significant Accounting Policies” for additional information on the merger.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2017
|
|
|
|
|
|
Transfer to held for sale (1)
|
|
As of December 31, 2018
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
Goodwill
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wealth Management and Trust
|
$
|
57,607
|
|
|
|
|
|
|
$
|
—
|
|
|
$
|
57,607
|
|
Holding Company and Eliminations
|
17,991
|
|
|
|
|
|
|
(17,991)
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total goodwill
|
$
|
75,598
|
|
|
|
|
|
|
$
|
(17,991)
|
|
|
$
|
57,607
|
|
___________________
(1)The sale of the Company's ownership interest in BOS closed in December 2018. See Part II. Item 8. “Financial Statements and Supplementary Data - Note 3: Asset Sales and Divestitures” for additional information on the sale.
The following table details total goodwill and the cumulative impairment charges thereon as of December 31, 2019 and 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill prior
to impairment
|
|
Cumulative
goodwill
impairment
|
|
Goodwill
|
|
(In thousands)
|
|
|
|
|
|
Private Banking
|
$
|
34,281
|
|
|
$
|
(34,281)
|
|
|
$
|
—
|
|
Wealth Management and Trust
|
67,135
|
|
|
(9,528)
|
|
|
57,607
|
|
Holding Company and Eliminations
|
75,162
|
|
|
(75,162)
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total goodwill at December 31, 2019 and 2018
|
$
|
176,578
|
|
|
$
|
(118,971)
|
|
|
$
|
57,607
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In 2019 and 2018, the Company recorded no additional goodwill.
Management performed its annual goodwill and indefinite-lived intangible asset impairment testing during the fourth quarter of 2019 for applicable reporting units. There was no additional testing required for indefinite-lived intangible assets in 2019.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
2019 Impairment Testing and Results
Management performed its annual goodwill and indefinite-lived intangible asset impairment testing during the fourth quarter of 2019 for the Wealth Management and Trust reporting unit. For the 2019 testing, a qualitative assessment was performed for Boston Private Wealth, which includes the legacy goodwill balance at KLS that was combined as part of the merger of Boston Private Wealth and KLS in the third quarter of 2019. Based on the procedures performed, no additional testing was required. Neither Boston Private Bank nor DGHM has any goodwill as of December 31, 2019.
2018 Impairment Testing and Results
Management performed its annual goodwill and indefinite-lived intangible asset impairment testing during the fourth quarter of 2018 for applicable reporting units. Based on the procedures performed, no additional testing was required. Neither Boston Private Bank nor DGHM had any goodwill as of December 31, 2018.
Intangible Assets
The following table shows the gross and net carrying amounts of identifiable intangible assets at December 31, 2019 and 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
|
|
|
|
2018
|
|
|
|
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
Advisory contracts
|
$
|
23,950
|
|
|
$
|
14,376
|
|
|
$
|
9,574
|
|
|
$
|
30,859
|
|
|
$
|
18,632
|
|
|
$
|
12,227
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage servicing rights
|
816
|
|
|
38
|
|
|
778
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
$
|
24,766
|
|
|
$
|
14,414
|
|
|
$
|
10,352
|
|
|
$
|
30,859
|
|
|
$
|
18,632
|
|
|
$
|
12,227
|
|
The Company added $0.8 million in mortgage servicing rights intangible assets in 2019 related to the sale of residential mortgage loans with servicing rights retained. There were no additional identifiable intangible assets recorded in 2018.
Intangible assets amortization was $2.7 million, $2.9 million, and $5.6 million for 2019, 2018, and 2017, respectively.
Management reviews, and adjusts if necessary, intangible asset amortization schedules to ensure that the remaining life on the amortization schedule accurately reflects the useful life of the intangible asset. The weighted average amortization period of these intangible assets is 4.77 years.
The estimated annual amortization expense for these identifiable intangible assets over the next five years is:
|
|
|
|
|
|
|
Estimated intangible
amortization expense
|
|
(In thousands)
|
2020
|
$
|
2,528
|
|
2021
|
2,021
|
|
2022
|
2,002
|
|
2023
|
1,986
|
|
2024
|
1,485
|
|
Thereafter
|
330
|
|
Total
|
$
|
10,352
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
9. DERIVATIVES AND HEDGING ACTIVITIES
The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of its assets and liabilities and, to a lesser extent, the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are generally determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to certain loans. As a service to its customers, the Company may utilize derivative instruments including customer foreign exchange forward contracts to manage its foreign exchange risk, if any.
The following table presents the fair value of the Company’s derivative financial instruments as well as their classification on the Consolidated Balance Sheets as of December 31, 2019 and 2018.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
|
|
|
|
|
|
December 31, 2018
|
|
|
|
|
|
|
|
Asset derivatives
|
|
|
|
Liability derivatives
|
|
|
|
Asset derivatives
|
|
|
|
Liability derivatives
|
|
|
|
Balance
sheet
location
|
|
Fair
value
(1)
|
|
Balance
sheet
location
|
|
Fair
value
(1)
|
|
Balance
sheet
location
|
|
Fair
value
(1)
|
|
Balance
sheet
location
|
|
Fair
value
(1)
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps
|
Other assets
|
|
$
|
—
|
|
|
Other liabilities
|
|
$
|
—
|
|
|
Other assets
|
|
$
|
553
|
|
|
Other liabilities
|
|
$
|
—
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate customer swaps
|
Other assets
|
|
36,089
|
|
|
Other liabilities
|
|
36,580
|
|
|
Other assets
|
|
21,889
|
|
|
Other liabilities
|
|
22,385
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Risk participation agreements
|
Other assets
|
|
10
|
|
|
Other liabilities
|
|
242
|
|
|
Other assets
|
|
2
|
|
|
Other liabilities
|
|
152
|
|
Total
|
|
|
$
|
36,099
|
|
|
|
|
$
|
36,822
|
|
|
|
|
$
|
22,444
|
|
|
|
|
$
|
22,537
|
|
___________________
(1)For additional details, see Part II. Item 8. “Financial Statements and Supplementary Data - Note 21: Fair Value Measurements.”
The following table presents the effect of the Company’s derivative financial instruments in the Consolidated Statements of Operations for the years ended December 31, 2019 and 2018.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives in
Cash Flow
Hedging
Relationships
|
Amount of Gain or (Loss) Recognized in
OCI on Derivatives (Effective Portion) (1)
Years Ended December 31,
|
|
|
|
Location of Gain
or (Loss)
Reclassified from
Accumulated OCI
into Income
(Effective Portion)
|
|
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) Years Ended December 31,
|
|
|
|
2019
|
|
2018
|
|
|
|
2019
|
|
2018
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
Interest rate swaps
|
$
|
(46)
|
|
|
$
|
990
|
|
|
Interest Expense
|
|
|
$
|
508
|
|
|
$
|
907
|
|
Total
|
$
|
(46)
|
|
|
$
|
990
|
|
|
|
|
$
|
508
|
|
|
$
|
907
|
|
___________________
(1)The guidance in ASU 2017-12 requires that amounts in Accumulated other comprehensive income that are included in the assessment of effectiveness should be reclassified into earnings in the same period in which the hedged forecasted transactions impact earnings. Transition guidance for this ASU further states that upon adoption, previously recorded cumulative ineffectiveness for cash flow hedges existing at the adoption date be eliminated by means of a cumulative-effect adjustment to Accumulated other comprehensive income with a corresponding adjustment to the opening balance of Retained earnings as of the initial application date.
The Bank has agreements with its derivative counterparties that contain provisions where, if the Bank defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Bank could also be declared in default on its derivative obligations. The Bank was in compliance with these provisions as of December 31, 2019 and 2018.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The Bank also has agreements with certain of its derivative counterparties that contain provisions where, if the Bank fails to maintain its status as a well-capitalized or adequately-capitalized institution, then the counterparty could terminate the derivative positions and the Bank would be required to settle its obligations under the agreements. The Bank was in compliance with these provisions as of December 31, 2019 and 2018.
Certain of the Bank’s agreements with its derivative counterparties contain provisions where if specified events or conditions occur that materially change the Bank’s creditworthiness in an adverse manner, the Bank may be required to fully collateralize its obligations under the derivative instruments. The Bank was in compliance with these provisions as of December 31, 2019 and 2018.
As of December 31, 2019 and 2018, the termination amounts related to collateral determinations of derivatives in a liability position were $35.7 million and $2.2 million, respectively. The Company has minimum collateral posting thresholds with its derivative counterparties. As of December 31, 2019, the Company had pledged securities with a market value of $40.0 million against its obligations under these agreements. As of December 31, 2018, the Company had no pledged securities. The collateral posted is typically greater than the current liability position; however, due to timing of liability position changes at period end, the funding of a collateral shortfall may take place shortly following period end.
Cash Flow Hedges of Interest Rate Risk
The Company’s objectives in using interest rate derivatives are to add stability to interest income and expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company entered into interest rate swaps as part of its interest rate risk management strategy. These interest rate swaps are designated as cash flow hedges and involve the receipt of variable rate amounts from a counterparty in exchange for the Company making fixed payments. The Company entered into interest rate swaps to hedge London Interbank Offered Rate (“LIBOR”) -indexed brokered deposits and the LIBOR component of the total cost of certain FHLB borrowings.
As of December 31, 2019, there were no cash flow hedges. As of December 31, 2018, the Bank had entered into a total of four interest rate swaps, one during 2017 with an effective date of March 22, 2017 and three during 2013 with effective dates of June 1, 2014, March 1, 2014, and August 1, 2013.
The one interest rate swap entered into during 2017 had a notional amount of $60 million with a term of 2.25 years. This interest rate swap effectively fixed the Bank’s interest payments on $60 million in interest-related cash outflows attributable to changes in the LIBOR component of FHLB borrowing liabilities at a rate of 1.65%.
The three interest rate swaps entered into during 2013 each had a notional amount of $25 million and had terms ranging from five to six years from their respective effective dates. The interest rate swaps effectively fixed the Bank’s interest payments on $75 million of its LIBOR-indexed deposit liabilities at rates between 1.68% and 2.03%, with a weighted average rate of 1.82%.
Prior to the adoption of ASU 2017-12, which was adopted on a modified retrospective basis on January 1, 2018, the Company used the “Hypothetical Derivative Method” described in ASC 815, Derivatives and Hedging (“ASC 815”), for quarterly prospective and retrospective assessments of hedge effectiveness, as well as for measurements of hedge ineffectiveness. Under this method, the Company assessed the effectiveness of each hedging relationship by comparing the changes in cash flows of the derivative hedging instrument with the changes in cash flows of the designated hedged transactions. The effective portion of changes in the fair value of the derivative was initially reported in other comprehensive income (“OCI”) (outside of earnings) and subsequently reclassified to earnings in Interest and dividend income when the hedged transactions affected earnings. Ineffectiveness resulting from the hedge was recorded as a gain or loss in the Consolidated Statements of Operations as part of Fees and other income. There was an immaterial amount of hedge ineffectiveness during the years ended December 31, 2019 and 2018. The Company also monitors the risk of counterparty default on an ongoing basis.
Upon implementation of ASU 2017-12, for derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in accumulated other comprehensive income and subsequently reclassified into interest expense in the same period during which the hedged transaction affects earnings. A portion of the balance reported in Accumulated other comprehensive income related to derivatives will be reclassified to Interest expense as interest payments are made or received on the Company’s interest rate swaps. The Company monitors the risk of counterparty default on an ongoing basis.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Non-designated Hedges
Derivatives not designated as hedges are not speculative and result from two different services the Bank provides to qualified commercial clients. The Bank offers certain derivative products directly to such clients. The Bank economically hedges derivative transactions executed with commercial clients by entering into mirror-image, offsetting derivatives with third parties. Derivative transactions executed as part of these programs are not designated in ASC 815-qualifying hedging relationships and are, therefore, marked-to-market through earnings each period. Because the derivatives have mirror-image contractual terms, the changes in fair value substantially offset through earnings. The net effect on earnings is primarily driven by changes in the credit valuation adjustment (“CVA”). The CVA represents the dollar amount of fair value adjustment related to nonperformance risk of both the Bank and its counterparties. Fees earned in connection with the execution of derivatives related to this program are recognized in the Consolidated Statements of Operations in Other income. As of December 31, 2019 and 2018, the Bank had 198 and 160 derivatives, respectively, related to this program, comprised of interest rate swaps and caps, with an aggregate notional amount of $1.6 billion and $1.3 billion, respectively, as of December 31, 2019 and 2018. As of December 31, 2019, there were no foreign currency exchange contracts and, as of December 31, 2018, there were two foreign currency exchange contract with an aggregate notional amount of $0.1 million.
In addition, as a participant lender, the Bank has guaranteed performance on the pro-rated portion of swaps executed by other financial institutions. As the participant lender, the Bank is providing a partial guarantee, but is not a direct party to the related swap transactions. The Bank has no obligations under the risk participation agreements unless the borrower defaults on their swap transaction with the lead bank and the swap is in a liability position to the borrower. In that instance, the Bank has agreed to pay the lead bank a portion of the swap’s termination value at the time of the default. The derivative transactions entered into as part of these agreements are not designated, as per ASC 815, as qualifying hedging relationships and are, therefore, marked-to-market through earnings each period. As of December 31, 2019, there were seven of these risk participation agreements with an aggregate notional amount of $58.8 million and, as of December 31, 2018, there were seven of these risk participation transactions with an aggregate notional amount of $59.8 million.
The Bank has also participated out to other financial institutions a pro-rated portion of swaps executed by the Bank. The other financial institution has no obligations under the risk participation agreements unless the borrowers default on their swap transactions with the Bank and the swaps are in liability positions to the borrower. In those instances, the other financial institution has agreed to pay the Bank a portion of the swap’s termination value at the time of the default. The derivative transactions entered into as part of these agreements are not designated, as per ASC 815, as qualifying hedging relationships and are, therefore, marked-to-market through earnings each period. As of December 31, 2019, there were four of these risk participation transactions with a pro-rated notional amount of $20.5 million. As of December 31, 2018, there were four of these risk participation transactions with a pro-rated notional amount of $20.7 million.
The following table presents the effect of the Bank’s derivative financial instruments, not designated as hedging instruments, in the Consolidated Statements of Operations for the years ended December 31, 2019, 2018 and 2017.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives Not
Designated as Hedging
Instruments
|
|
Location of Gain or (Loss)
Recognized in Income
on Derivatives
|
|
Amount of Gain or (Loss), Net, Recognized
in Income on Derivatives for Years
Ended December 31,
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
|
|
|
|
(In thousands)
|
|
|
|
|
Interest rate swaps
|
|
Other income/(expense)
|
|
$
|
6
|
|
|
$
|
(118)
|
|
|
$
|
(851)
|
|
Risk participation agreements
|
|
Other income/(expense)
|
|
(82)
|
|
|
158
|
|
|
354
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
$
|
(76)
|
|
|
$
|
40
|
|
|
$
|
(497)
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
10. DEPOSITS
Deposits are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2019
|
|
2018
|
|
(In thousands)
|
|
|
Demand deposits (noninterest bearing)
|
$
|
1,971,013
|
|
|
$
|
1,951,274
|
|
|
|
|
|
|
|
|
|
Savings and NOW (1)
|
646,200
|
|
|
700,520
|
|
Money market (1)
|
3,969,330
|
|
|
3,338,891
|
|
Certificates of deposit under $100,000 (1)
|
145,226
|
|
|
265,883
|
|
Certificates of deposit $100,000 or more to less than $250,000 (1)
|
94,095
|
|
|
98,120
|
|
Certificates of deposit $250,000 or more
|
415,612
|
|
|
426,482
|
|
Total
|
$
|
7,241,476
|
|
|
$
|
6,781,170
|
|
___________________
(1) Includes brokered deposits.
Certificates of deposit had the following schedule of maturities:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2019
|
|
2018
|
|
(In thousands)
|
|
|
Less than 3 months remaining
|
$
|
285,236
|
|
|
$
|
239,789
|
|
3 to 6 months remaining
|
187,854
|
|
|
220,136
|
|
6 to 12 months remaining
|
154,837
|
|
|
235,337
|
|
Total due within 1 year
|
$
|
627,927
|
|
|
$
|
695,262
|
|
1 to 2 years remaining
|
24,094
|
|
|
91,945
|
|
2 to 3 years remaining
|
2,402
|
|
|
2,887
|
|
3 to 4 years remaining
|
25
|
|
|
21
|
|
4 to 5 years remaining
|
—
|
|
|
—
|
|
More than 5 years remaining
|
485
|
|
|
370
|
|
Total
|
$
|
654,933
|
|
|
$
|
790,485
|
|
Interest expense on certificates of deposits of $100,000 or greater was $8.6 million, $5.5 million and $3.1 million for the years ended December 31, 2019, 2018, and 2017, respectively. At December 31, 2019 and 2018, there was $1.3 million and $1.0 million of overdrawn deposit accounts reclassified to loans, respectively.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
11. FEDERAL FUNDS PURCHASED AND SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal Funds
Purchased
|
|
Securities Sold
Under
Agreements to
Repurchase
|
|
(In thousands)
|
|
|
2019
|
|
|
|
Outstanding at end of year
|
$
|
—
|
|
|
$
|
53,398
|
|
Maximum outstanding at any month-end
|
$
|
230,000
|
|
|
$
|
72,684
|
|
Average balance for the year
|
$
|
87,901
|
|
|
$
|
57,358
|
|
Weighted average rate at end of year
|
—
|
%
|
|
0.16
|
%
|
Weighted average rate paid for the year
|
2.28
|
%
|
|
0.17
|
%
|
2018
|
|
|
|
Outstanding at end of year
|
$
|
250,000
|
|
|
$
|
36,928
|
|
Maximum outstanding at any month-end
|
$
|
250,000
|
|
|
$
|
85,257
|
|
Average balance for the year
|
$
|
36,722
|
|
|
$
|
65,370
|
|
Weighted average rate at end of year
|
2.64
|
%
|
|
0.15
|
%
|
Weighted average rate paid for the year
|
1.89
|
%
|
|
0.11
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The federal funds purchased generally mature overnight from the transaction date.
Repurchase agreements are generally linked to commercial demand deposit accounts with an overnight sweep feature. In a repurchase agreement transaction, the Bank will generally sell an investment security, agreeing to repurchase either the same or a substantially identical security on a specified later date at a price slightly greater than the original sales price. The difference in the sale price and repurchase price is the cost of the use of the proceeds, or interest expense. Repurchase transactions are accounted for as financing arrangements rather than as sales of such securities, and the obligation to repurchase such securities is reflected as a liability in the Company’s Consolidated Balance Sheets. The securities underlying the agreements remain under the Company’s control. Investment securities with a fair value of $262.6 million and $193.7 million were pledged as collateral for the securities sold under agreements to repurchase at December 31, 2019 and 2018, respectively.
As of December 31, 2019 and 2018, the Bank had unused federal funds lines with correspondent banks of $500.0 million and $465.0 million, respectively.
12. FEDERAL HOME LOAN BANK BORROWINGS
The Bank is a member of the FHLB of Boston. As a member of the FHLB of Boston, the Bank has access to short-term and long-term borrowings. Borrowings from the FHLB are secured by the Bank’s stock investment in the FHLB and a blanket lien on “qualified collateral” defined principally as a percentage of the principal balance of certain types of mortgage loans. The stock investment cannot be used for additional borrowing collateral. The percentage of collateral valuation from the FHLB varies between 50% and 76% based on the underlying collateral. The Bank had loans pledged as collateral with a book value of $2.5 billion and $2.6 billion at December 31, 2019 and 2018, respectively. The Bank had borrowings outstanding of $350.8 million and $420.1 million at December 31, 2019 and 2018, respectively. Based on the collateral and the valuations applied, less the borrowings outstanding, the Bank had available credit with the FHLB of Boston of $1.4 billion at each of December 31, 2019 and 2018.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
A summary of borrowings from the FHLB is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
|
|
Amount
|
|
Weighted
Average Rate
|
|
(In thousands)
|
|
|
Within 1 year
|
$
|
274,365
|
|
|
2.43
|
%
|
Over 1 to 2 years
|
61,740
|
|
|
2.19
|
%
|
Over 2 to 3 years
|
3,985
|
|
|
1.93
|
%
|
Over 3 to 4 years
|
7,349
|
|
|
3.24
|
%
|
Over 4 to 5 years
|
—
|
|
|
—
|
%
|
Over 5 years
|
3,390
|
|
|
0.18
|
%
|
Total
|
$
|
350,829
|
|
|
2.38
|
%
|
As of December 31, 2019 and December 31, 2018, the Company had no FHLB borrowings that were callable by the FHLB prior to maturity.
FHLB Stock
As a member of the FHLB, the Bank is required to own FHLB stock based on a percentage of outstanding advances in addition to a membership stock ownership requirement. For the borrowings with the FHLB of Boston, the Bank is required to own FHLB stock of at least 3.0% to 4.0% of outstanding advances depending on the terms of the advance. In addition, the Bank is required to have a minimum membership stock investment which is based on a percentage of certain assets as reported in the Bank’s FDIC Call Report. FHLB stock owned in excess of the minimum requirements can be redeemed at par upon request by a member.
As of December 31, 2019 and 2018, the Bank’s FHLB stock holdings totaled $24.3 million and $35.2 million, respectively. The Bank’s investment in FHLB stock is recorded at cost and is redeemable at par. The Bank was in compliance with FHLB collateral requirements for the periods presented.
13. JUNIOR SUBORDINATED DEBENTURES
The schedule below presents the detail of the Company’s junior subordinated debentures:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2019
|
|
2018
|
|
(In thousands)
|
|
|
Boston Private Capital Trust II Junior Subordinated Debentures
|
$
|
103,093
|
|
|
$
|
103,093
|
|
Boston Private Capital Trust I Junior Subordinated Debentures
|
3,270
|
|
|
3,270
|
|
Total
|
$
|
106,363
|
|
|
$
|
106,363
|
|
All of the Company’s junior subordinated debentures mature in more than five years.
Boston Private Capital Trust II Junior Subordinated Debentures
In September 2005, the Company and Boston Private Capital Trust II, a Delaware statutory trust (“Trust II”) entered into a Purchase Agreement for the sale of $100 million of trust preferred securities issued by Trust II and guaranteed by the Company on a subordinated basis. Trust II’s preferred securities pay interest quarterly and had an annual distribution rate of 6.25% up to, but not including, December 30, 2010. Subsequently, Trust II’s preferred securities converted to a floating rate of a three-month LIBOR plus 1.68%; provided, however, that the interest rate does not exceed the highest rate permitted by New York law, and may be modified by the U.S. law of general application. At December 31, 2019, the interest rate for the Trust II’s preferred securities was 3.64%.
Each of the Trust II preferred securities represents an undivided beneficial interest in the assets of Trust II. The Company owns all of Trust II’s common securities. Trust II’s only assets are the junior subordinated debentures issued to it by the Company on substantially the same payment terms as Trust II’s preferred securities. The Company’s investment in Trust II was $3.1 million at both December 31, 2019 and 2018.
The junior subordinated debentures mature on December 30, 2035 and became redeemable after December 30, 2010.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The Company has the following covenants with regard to Trust II:
•For so long as Trust II’s preferred securities remain outstanding, the Company shall maintain 100% ownership of the Trust II’s common securities;
•The Company will use its commercially reasonable efforts to ensure Trust II remains a statutory trust, except in connection with a distribution of debt securities to the holders of the Trust II securities in liquidation of Trust II, the redemption of all Trust II’s securities or mergers, consolidations or incorporation, each as permitted by Trust II’s declaration of trust;
•To continue to be classified as a grantor trust for U.S. federal income tax purposes; and
•The Company will ensure each holder of Trust II’s preferred securities is treated as owning an undivided beneficial interest in the junior subordinated debentures.
At December 31, 2019 and 2018, the Company was in compliance with the above covenants.
So long as the Company is not in default in the payment of interest on the junior subordinated debentures, the Company has the right under the indenture to defer payments of interest for up to 20 consecutive quarterly periods. The Company does not currently intend to exercise its right to defer interest payments on the junior debentures issued to Trust II. If the Company defers interest payments, it would be subject to certain restrictions relating to the payment of dividends on or purchases of its capital stock and payments on its debt securities ranking equal with or junior to the junior subordinated debentures.
Boston Private Capital Trust I Junior Subordinated Debentures
In 2004, the Company and Boston Private Capital Trust I, a Delaware statutory trust (“Trust I”), entered into a Purchase Agreement and an option, which was exercised in 2004, for the sale of a combined total of $105 million of convertible trust preferred securities to be issued by Trust I and guaranteed by the Company on a subordinated basis. The convertible trust preferred securities have a liquidation amount of $50.00 per security, pay interest quarterly and have a fixed distribution rate of 4.875%. The quarterly distributions are cumulative. The junior subordinated convertible debentures will mature on October 1, 2034.
As of December 31, 2019, there was an immaterial amount remaining outstanding of the Trust I convertible trust preferred securities. The Company’s investment in Trust I was $3.2 million at both December 31, 2019 and 2018.
14. NONCONTROLLING INTERESTS
Noncontrolling interests consist of equity owned by management of the Company’s respective majority-owned affiliates, DGHM, BOS and Anchor, for the periods in which the Company had an ownership interest in them. Net income attributable to noncontrolling interests in the Consolidated Statements of Operations represents the Net income allocated to the noncontrolling interest owners of the affiliates. Net income allocated to the noncontrolling interest owners was $0.4 million, $3.5 million, and $4.5 million for the years ended December 31, 2019, 2018, and 2017, respectively.
On the Consolidated Balance Sheets, noncontrolling interests are included as the sum of the capital and undistributed profits allocated to the noncontrolling interest owners. Typically, this balance is included in a company’s permanent shareholders’ equity in the Consolidated Balance Sheets. When the noncontrolling interest owners’ rights include certain redemption features, as described in ASC 480, Distinguishing Liabilities from Equity ("ASC 480"), such redeemable noncontrolling interests are classified as mezzanine equity and are not included in permanent shareholders’ equity. Due to the redemption features of the noncontrolling interests, the Company had Redeemable noncontrolling interests held in mezzanine equity in the accompanying Consolidated Balance Sheets of $1.4 million and $2.5 million at December 31, 2019 and 2018, respectively. The aggregate amount of such Redeemable noncontrolling equity interests are recorded at the estimated maximum redemption values. In addition, the Company had no Noncontrolling interests included in permanent Shareholders’ equity at December 31, 2019 and 2018, respectively.
Each non-wholly owned affiliate operating agreement provides the Company and/or the noncontrolling interests with contingent call or put redemption features used for the orderly transfer of noncontrolling equity interests between the affiliate noncontrolling interest owners and the Company at either a contractually predetermined fair value, or a multiple of earnings before interest, taxes, depreciation, and amortization (“EBITDA”). The Company may liquidate these noncontrolling interests in cash, shares of the Company’s common stock, or other forms of consideration dependent on the operating agreement.
Generally, these put and call redemption features refer to shareholder rights of both the Company and the noncontrolling interest owners of the Company’s majority-owned affiliate companies. The affiliate company noncontrolling interests generally take the form of limited liability company (“LLC”) units, profit interests, or common stock (collectively, the
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
“noncontrolling equity interests”). In most circumstances, the put and call redemption features generally relate to the Company’s right and, in some cases, obligation to purchase and the noncontrolling equity interests’ right to sell their noncontrolling equity interests. There are various events that could cause the puts or calls to be exercised, such as a change in control, death, disability, retirement, resignation or termination. The puts and calls are generally to be exercised at the then fair value or a contractually agreed upon approximation thereof. The terms of these rights vary and are governed by the respective individual operating and legal documents.
The following is a summary, by individual affiliate, of the terms of the put and call options:
DGHM
The Company acquired an 80% interest in DGHM on February 6, 2004. DGHM management and employees own the remaining 20% interest in DGHM. The DGHM operating agreement describes a process for the orderly transfer of noncontrolling equity interests between the Company and the DGHM noncontrolling interest owners at a contractually agreed upon value, with appraisal rights for all parties. Certain events, such as a change in control, death, disability, retirement, resignation or termination, may result in the repurchase of the noncontrolling equity interests by the Company at the then contractually agreed upon value. The DGHM operating agreement provides a formulaic mechanism to determine the then value of the noncontrolling equity interests. These noncontrolling equity interests have a five-year vesting period. Beginning six months after vesting, a holder of noncontrolling equity interests may put up to between 10% and 20% of his or her outstanding units annually to the Company. The six-month holding period ensures the risks and rewards of ownership are transferred to the holder of the noncontrolling equity interests. Beginning in December 2009, the Company has an annual call right under which it may elect to repurchase between 10% and 20% of the non-management and management members’ vested units. No more than 40% of the outstanding noncontrolling equity interests’ units can be put in any one year. Certain key members of DGHM management are contractually obligated to retain 50% of their noncontrolling equity interests until such time as they leave the firm. The maximum redemption value, based on the contractually determined maximum redemption value formula, to repurchase the remaining 20% of DGHM’s noncontrolling equity interests was approximately $1.4 million and $2.5 million as of December 31, 2019 and 2018, respectively.
BOS
The Company acquired approximately a 70% interest in BOS through a series of purchases dating back to February 5, 2004. The remaining approximate 30% was owned by BOS principals and certain retired principals. The BOS operating agreement described a procedure for the orderly transfer of noncontrolling equity interests between the BOS noncontrolling interest owners and the Company at the then fair value, with appraisal rights for all parties. Certain events, such as death, disability, retirement, resignation, or voluntary termination, subject to the vesting period, would have resulted in repurchase of the noncontrolling equity interests by the Company at the then fair value, unless another noncontrolling interest owner opted to purchase the noncontrolling equity interests in question. These noncontrolling equity interests had vesting periods of up to seven years. Immediately after vesting, a holder of noncontrolling equity interests could have put up to the greater of 10% of his or her outstanding equity interests or 1% of total outstanding equity interests in BOS annually to the Company. Any unexercised portion of the annual put option could be carried forward to future years, provided that noncontrolling interest owners retained approximately 50% of their total outstanding units until such time as they left the firm.
In 2015, the Company entered into an updated operating agreement with BOS which provided for a certain portion of the BOS noncontrolling interest owners to include modified contingent call and put redemption features. These modified noncontrolling interests had the same terms and conditions as the previously issued noncontrolling interests with the exception that they required the approval of the Company’s CEO in order to be exercised. Therefore, these modified noncontrolling interests were not considered to be mandatorily redeemable and were not included in the Redeemable noncontrolling interests within mezzanine equity, but rather within permanent equity.
In December 2018, the Company completed the sale of its ownership interest in BOS.
Anchor
The Company, through its acquisition of Anchor, acquired approximately an 80% interest in each of Anchor and Anchor Russell on June 1, 2006. Effective January 1, 2013, Anchor Russell merged into Anchor, with Anchor as the surviving entity. Anchor management, employees, and certain retired employees owned the remaining noncontrolling equity interests of the firm, approximately 20%. The Anchor operating agreement described a process for the orderly transfer of noncontrolling equity interests between the Company and the Anchor noncontrolling interest owners at a contractually agreed upon value, with appraisal rights for all parties. Certain events, such as death, disability, retirement, resignation, or termination, could have resulted in repurchase of the noncontrolling equity interests by the Company at the then contractually agreed upon value. The Anchor agreement provided a formulaic mechanism to determine the then value of the noncontrolling equity interests. These noncontrolling equity interests had a five-year vesting period. Beginning six months after vesting, a holder of noncontrolling
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
equity interests could have put up to 10% of his or her outstanding equity interests annually to the Company. The six-month holding period ensured the risks and rewards of ownership were transferred to the holder of the noncontrolling equity interests. Holders of noncontrolling equity interests retained 50% of their total outstanding units until such time as they left the firm.
In 2013, the Company sold certain repurchased noncontrolling interests to employees at Anchor with modified contingent call and put redemption features. These modified noncontrolling interests had the same terms and conditions as the previously issued noncontrolling interests with the exception that they required the approval of the Company’s CEO in order to be exercised. Therefore, these modified noncontrolling interests were not considered to be mandatorily redeemable and were not included in the Redeemable noncontrolling interests within mezzanine equity, but rather within permanent equity.
In April 2018, the Company completed the sale of its ownership interest in Anchor.
The following tables present a roll forward of the Company’s Redeemable noncontrolling interests and Noncontrolling interests for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
|
|
December 31, 2018
|
|
|
|
December 31, 2017
|
|
|
|
Redeemable noncontrolling interests
|
|
Noncontrolling interests
|
|
Redeemable noncontrolling interests
|
|
Noncontrolling interests
|
|
Redeemable noncontrolling interests
|
|
Noncontrolling interests
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
Noncontrolling interests at beginning of period
|
$
|
2,526
|
|
|
$
|
—
|
|
|
$
|
17,461
|
|
|
$
|
5,186
|
|
|
$
|
16,972
|
|
|
$
|
4,161
|
|
Net income attributable to noncontrolling interests
|
362
|
|
|
—
|
|
|
2,630
|
|
|
857
|
|
|
3,354
|
|
|
1,114
|
|
Distributions
|
(362)
|
|
|
—
|
|
|
(2,537)
|
|
|
(817)
|
|
|
(3,277)
|
|
|
(1,083)
|
|
Purchases/(sales) of ownership interests
|
(56)
|
|
|
—
|
|
|
(12,951)
|
|
|
(5,272)
|
|
|
235
|
|
|
85
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of equity compensation
|
46
|
|
|
—
|
|
|
478
|
|
|
161
|
|
|
413
|
|
|
935
|
|
Adjustments to fair value
|
(1,133)
|
|
|
—
|
|
|
(2,555)
|
|
|
(115)
|
|
|
(236)
|
|
|
(26)
|
|
Noncontrolling interests at end of period
|
$
|
1,383
|
|
|
$
|
—
|
|
|
$
|
2,526
|
|
|
$
|
—
|
|
|
$
|
17,461
|
|
|
$
|
5,186
|
|
Impact on EPS from Certain Changes in Redemption Value
To the extent that the increase in the estimated maximum redemption amounts exceeds the Net income attributable to the noncontrolling interests, such excess may reduce net income attributable to the Company’s common shareholders for purposes of the Company’s EPS computations depending upon how the maximum redemption value is calculated. In cases where the maximum redemption value is calculated using a contractually determined value or predefined formula, such as a multiple of EBITDA, there may be a reduction to the Net income attributable to the Company’s common shareholders for purposes of the Company’s EPS computations. However, in cases where maximum redemption value is calculated using the then fair value, there is no effect on EPS. Fair value can be derived through an enterprise value using market observations of comparable firms, a discounted cash flow analysis, or a combination of the two, among other things, rather than a contractually predefined formula or multiple of EBITDA.
15. EQUITY
Preferred Stock
The Company had no depositary shares outstanding at December 31, 2019 and December 31, 2018, and 2,000,000 depositary shares outstanding at December 31, 2017 (the “Depositary Shares”). Each Depositary Share represents a 1/40th interest in a share of the Company’s 6.95% Non-Cumulative Perpetual Preferred Stock, Series D, par value $1.00 per share and liquidation preference of $1,000 per share (the “Series D preferred stock”).
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
On May 8, 2018, the Company provided notice of the redemption of all of the Company's issued and outstanding Series D preferred stock. The redemption was in accordance with the terms of the Company’s Restated Articles of Organization, as amended, and the Master Depositary Agreement between the Company and Computershare, Inc. (the "Depositary"). There were 50,000 shares of Series D preferred stock, or $50.0 million aggregate liquidation preference, outstanding at the time of redemption. The redemption date for the Series D preferred stock was June 15, 2018 (the “Redemption Date”). Under the terms of the Series D preferred stock, the redemption price was 100% of the liquidation preference of the Series D preferred stock to be redeemed, or $1,000.00 per share of Series D preferred stock, together with any accumulated and unpaid dividends on such Series D preferred stock up to, but not including, the redemption date.
Upon the receipt of the aggregate redemption price of the Series D preferred stock, the Depositary redeemed those depositary shares held by the public and traded on the NASDAQ Global Select Market under the symbol “BPFHP”. There were 2,000,000 Depositary Shares, or $50.0 million aggregate liquidation preference, outstanding at the time of the redemption. Under the terms of the Depositary Shares, the redemption price was 100% of the liquidation preference of the Depositary Shares to be redeemed, or $25.00 per Depositary Share, together with any accumulated and unpaid dividends on such Depositary Shares up to, but not including, the redemption date.
Common Stock
The Company has 170 million shares of common stock authorized for issuance. At December 31, 2019, the Company had 83,265,674 shares outstanding and 86734326 shares available for future issuance. At December 31, 2018, the Company had 83,655,651 shares outstanding and 86,344,349 shares available for future issuance.
In the third quarter of 2019, the Company's Board of Directors approved, and the Company received regulatory non-objection for, a share repurchase program of up to $20.0 million of the Company's outstanding common shares. Under the program, shares may be repurchased from time to time in the open market for a one-year period. As of December 31, 2019, the Company may repurchase up to $12.8 million shares of common stock under this program. See Part II. Item 5. “Market for Registrant’s Common Equity, Related Stockholders Matters, and Issuers Purchases of Equity Securities” for further details.
Warrants to Purchase Common Stock
At December 31, 2019 and December 31, 2018, the Company had no outstanding warrants. At December 31, 2017 the company had 1,692,755 warrants to purchase shares of common stock outstanding. These warrants were initially issued to the U.S. Department of the Treasury and expired on November 21, 2018. Any warrants that were not exercised by November 21, 2018 have expired.
Accumulated Other Comprehensive Income
Other comprehensive income/(loss) represents the change in equity of the Company during a year from transactions and other events and circumstances from non-shareholder sources. It includes all changes in equity during a year, except those resulting from investments by shareholders and distributions to shareholders.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The following table presents the Company’s comprehensive income/(loss) and related tax effect for the years ended December 31, 2019, 2018, and 2017:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
|
|
|
|
2018
|
|
|
|
|
|
2017
|
|
|
|
|
|
Pre-
tax
|
|
Tax
effect
|
|
Net of
Tax
|
|
Pre-
tax
|
|
Tax
effect
|
|
Net of
Tax
|
|
Pre-
tax
|
|
Tax
effect
|
|
Net of
Tax
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gain/(loss) on securities available-for-sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net gains/(losses) arising during period
|
$
|
36,092
|
|
|
$
|
10,101
|
|
|
$
|
25,991
|
|
|
$
|
(13,205)
|
|
|
$
|
(3,702)
|
|
|
$
|
(9,503)
|
|
|
$
|
7,782
|
|
|
$
|
3,063
|
|
|
$
|
4,719
|
|
Less: Adjustment for realized gains/(losses), net
|
—
|
|
|
—
|
|
|
—
|
|
|
(596)
|
|
|
(170)
|
|
|
(426)
|
|
|
376
|
|
|
154
|
|
|
222
|
|
Net change
|
36,092
|
|
|
10,101
|
|
|
25,991
|
|
|
(12,609)
|
|
|
(3,532)
|
|
|
(9,077)
|
|
|
7,406
|
|
|
2,909
|
|
|
4,497
|
|
Unrealized gain/(loss) on cash flow hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net gains/(losses) arising during period
|
(46)
|
|
|
(15)
|
|
|
(31)
|
|
|
985
|
|
|
285
|
|
|
700
|
|
|
325
|
|
|
135
|
|
|
190
|
|
Add: scheduled reclass and other
|
(508)
|
|
|
(148)
|
|
|
(360)
|
|
|
(907)
|
|
|
(261)
|
|
|
(646)
|
|
|
1,179
|
|
|
491
|
|
|
688
|
|
Net change
|
(554)
|
|
|
(163)
|
|
|
(391)
|
|
|
78
|
|
|
24
|
|
|
54
|
|
|
1,504
|
|
|
626
|
|
|
878
|
|
Unrealized gain/(loss) on other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net gains/(losses) arising during period
|
(432)
|
|
|
(126)
|
|
|
(306)
|
|
|
416
|
|
|
120
|
|
|
296
|
|
|
84
|
|
|
34
|
|
|
50
|
|
Net change
|
(432)
|
|
|
(126)
|
|
|
(306)
|
|
|
416
|
|
|
120
|
|
|
296
|
|
|
84
|
|
|
34
|
|
|
50
|
|
Total other comprehensive income/(loss)
|
35,106
|
|
|
9,812
|
|
|
25,294
|
|
|
(12,115)
|
|
|
(3,388)
|
|
|
(8,727)
|
|
|
8,994
|
|
|
3,569
|
|
|
5,425
|
|
Net income attributable to the Company (1)
|
102,619
|
|
|
22,591
|
|
|
80,028
|
|
|
117,921
|
|
|
37,537
|
|
|
80,384
|
|
|
86,787
|
|
|
46,196
|
|
|
40,591
|
|
Total comprehensive income
|
$
|
137,725
|
|
|
$
|
32,403
|
|
|
$
|
105,322
|
|
|
$
|
105,806
|
|
|
$
|
34,149
|
|
|
$
|
71,657
|
|
|
$
|
95,781
|
|
|
$
|
49,765
|
|
|
$
|
46,016
|
|
___________________
(1)Pre-tax Net income attributable to the Company is calculated as Income before income taxes plus Net income from discontinued operations, if any, less Net income attributable to noncontrolling interests.
The following table presents a summary of the amounts reclassified from Accumulated other comprehensive income/(loss) for the years ended December 31, 2019, 2018, and 2017:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Description of component of
accumulated other comprehensive
income/(loss)
|
|
Year ended December 31,
|
|
|
|
|
|
Affected line item in
Statement of Operations
|
|
|
2019
|
|
2018
|
|
2017
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
Adjustment for realized gains/(losses) on securities available-for-sale, net:
|
|
|
|
|
|
|
|
|
Pre-tax gain/(loss)
|
|
$
|
—
|
|
|
$
|
(596)
|
|
|
$
|
376
|
|
|
Gain/(loss) on sale of investments, net
|
Tax (expense)/benefit
|
|
—
|
|
|
170
|
|
|
(154)
|
|
|
Income tax (expense)/benefit
|
Net
|
|
$
|
—
|
|
|
$
|
(426)
|
|
|
$
|
222
|
|
|
Net income/(loss) attributable to the Company
|
Net realized gain/(loss) on cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hedge related to deposits
|
|
|
|
|
|
|
|
|
Pre-tax gain/(loss)
|
|
$
|
508
|
|
|
$
|
907
|
|
|
$
|
(1,179)
|
|
|
Interest (expense)
|
Tax (expense)/benefit
|
|
(148)
|
|
|
(261)
|
|
|
491
|
|
|
Income tax (expense)/benefit
|
Net
|
|
$
|
360
|
|
|
$
|
646
|
|
|
$
|
(688)
|
|
|
Net income/(loss) attributable to the Company
|
Total reclassifications for the period, net of tax
|
|
$
|
360
|
|
|
$
|
646
|
|
|
$
|
(688)
|
|
|
|
On January 1, 2018, the Company elected to early adopt ASU No. 2017-12. As a result, the Company reclassified unrealized losses on cash flow hedges of $5 thousand from Accumulated other comprehensive income/(loss) to beginning Retained earnings.
On January 1, 2018, the Company adopted ASU No. 2016-01. As a result, the Company reclassified unrealized gains on equity securities available-for-sale, net of tax, of $339 thousand from Accumulated other comprehensive income/(loss) to beginning Retained earnings.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The following table presents the after-tax changes in the components of the Company’s Accumulated other comprehensive income/(loss) for the years ended December 31, 2019, 2018, and 2017:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Components of accumulated other comprehensive income/(loss)
|
|
|
|
|
|
|
|
Unrealized gain/(loss) on securities available-for-sale
|
|
Unrealized
gain/(loss)
on cash flow
hedges
|
|
Unrealized
gain/(loss)
on other
|
|
Accumulated
other
comprehensive
income/(loss)
|
|
(In thousands)
|
|
|
|
|
|
|
Balance at December 31, 2016
|
$
|
(11,194)
|
|
|
$
|
(605)
|
|
|
$
|
(749)
|
|
|
$
|
(12,548)
|
|
Other comprehensive income/(loss) before reclassifications
|
4,719
|
|
|
190
|
|
|
50
|
|
|
4,959
|
|
Amounts reclassified from other comprehensive income/(loss)
|
(222)
|
|
|
688
|
|
|
—
|
|
|
466
|
|
Other comprehensive income/(loss), net
|
4,497
|
|
|
878
|
|
|
50
|
|
|
5,425
|
|
Balance at December 31, 2017
|
(8,140)
|
|
|
332
|
|
|
(850)
|
|
|
(8,658)
|
|
Other comprehensive income/(loss) before reclassifications
|
(9,503)
|
|
|
700
|
|
|
296
|
|
|
(8,507)
|
|
Amounts reclassified from other comprehensive income/(loss)
|
426
|
|
|
(646)
|
|
|
—
|
|
|
(220)
|
|
Other comprehensive income/(loss), net
|
(9,077)
|
|
|
54
|
|
|
296
|
|
|
(8,727)
|
|
Reclassification due to the adoption of ASU 2017-12 and 2016-01
|
(339)
|
|
|
5
|
|
|
—
|
|
|
(334)
|
|
Balance at December 31, 2018
|
(17,556)
|
|
|
391
|
|
|
(554)
|
|
|
(17,719)
|
|
Other comprehensive income/(loss) before reclassifications
|
25,991
|
|
|
(31)
|
|
|
(306)
|
|
|
25,654
|
|
Amounts reclassified from other comprehensive income/(loss)
|
—
|
|
|
(360)
|
|
|
—
|
|
|
(360)
|
|
Other comprehensive income/(loss), net
|
25,991
|
|
|
(391)
|
|
|
(306)
|
|
|
25,294
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2019
|
$
|
8,435
|
|
|
$
|
—
|
|
|
$
|
(860)
|
|
|
$
|
7,575
|
|
16. EARNINGS PER SHARE
Earnings Per Share (“EPS”)
Basic EPS is computed by dividing Net income attributable to common shareholders by the weighted average number of common shares outstanding during the year. Diluted EPS is determined in the same manner as basic EPS except that the number of shares is increased assuming exercise or contingent issuance of the options, warrants or other dilutive securities; and conversion of the convertible trust preferred securities, if any. Additionally, when dilutive, interest expense (net of tax) related to the convertible trust preferred securities, if any, is added back to Net income attributable to common shareholders. The calculation of diluted EPS excludes the potential dilution of common shares and the inclusion of any related expenses if the effect is antidilutive.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The following tables present a reconciliation of the components of basic and diluted EPS computations for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended
December 31,
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
|
(In thousands, except share and per share data)
|
|
|
|
|
Basic earnings per share - Numerator:
|
|
|
|
|
|
Net income from continuing operations
|
$
|
80,390
|
|
|
$
|
81,869
|
|
|
$
|
40,189
|
|
Less: Net income attributable to noncontrolling interests
|
362
|
|
|
3,487
|
|
|
4,468
|
|
Net income from continuing operations attributable to the Company
|
80,028
|
|
|
78,382
|
|
|
35,721
|
|
Decrease/(increase) in noncontrolling interests’ redemption values (1)
|
1,143
|
|
|
2,303
|
|
|
(1,412)
|
|
Dividends on preferred stock
|
—
|
|
|
(3,985)
|
|
|
(3,475)
|
|
Total adjustments to income attributable to common shareholders
|
1,143
|
|
|
(1,682)
|
|
|
(4,887)
|
|
Net income from continuing operations attributable to common shareholders, treasury stock method
|
81,171
|
|
|
76,700
|
|
|
30,834
|
|
Net income from discontinued operations
|
—
|
|
|
2,002
|
|
|
4,870
|
|
Net income attributable to common shareholders, treasury stock method
|
$
|
81,171
|
|
|
$
|
78,702
|
|
|
$
|
35,704
|
|
|
|
|
|
|
|
Basic earnings per share - Denominator:
|
|
|
|
|
|
Weighted average basic common shares outstanding
|
83,430,740
|
|
|
83,596,685
|
|
|
82,430,633
|
|
Per share data - Basic earnings per share from:
|
|
|
|
|
|
Continuing operations
|
$
|
0.97
|
|
|
$
|
0.92
|
|
|
$
|
0.37
|
|
Discontinued operations
|
$
|
—
|
|
|
$
|
0.02
|
|
|
$
|
0.06
|
|
Total attributable to common shareholders
|
$
|
0.97
|
|
|
$
|
0.94
|
|
|
$
|
0.43
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended
December 31,
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
|
(In thousands, except share and per share data)
|
|
|
|
|
Diluted earnings per share - Numerator:
|
|
|
|
|
|
Net income from continuing operations attributable to common shareholders, after assumed dilution
|
$
|
81,171
|
|
|
$
|
76,700
|
|
|
$
|
30,834
|
|
Net income from discontinued operations
|
—
|
|
|
2,002
|
|
|
4,870
|
|
Net income attributable to common shareholders, after assumed dilution
|
$
|
81,171
|
|
|
$
|
78,702
|
|
|
$
|
35,704
|
|
Diluted earnings per share - Denominator:
|
|
|
|
|
|
Weighted average basic common shares outstanding
|
|
83,430,740
|
|
|
83,596,685
|
|
|
82,430,633
|
|
Dilutive effect of:
|
|
|
|
|
|
|
Time-based and market-based stock options, performance-based and time-based restricted stock, and performance-based and time-based restricted stock units, and other dilutive securities (2)
|
|
490,052
|
|
|
1,002,764
|
|
|
1,313,953
|
|
Warrants to purchase common stock (2)
|
|
—
|
|
|
731,865
|
|
|
1,057,979
|
|
Dilutive common shares
|
|
490,052
|
|
|
1,734,629
|
|
|
2,371,932
|
|
Weighted average diluted common shares outstanding (2)
|
|
83,920,792
|
|
|
85,331,314
|
|
|
84,802,565
|
|
Per share data - Diluted earnings per share from:
|
|
|
|
|
|
Continuing operations
|
$
|
0.97
|
|
|
$
|
0.90
|
|
|
$
|
0.36
|
|
Discontinued operations
|
$
|
—
|
|
|
$
|
0.02
|
|
|
$
|
0.06
|
|
Total attributable to common shareholders
|
$
|
0.97
|
|
|
$
|
0.92
|
|
|
$
|
0.42
|
|
Dividends per share declared and paid on common stock
|
$
|
0.48
|
|
|
$
|
0.48
|
|
|
$
|
0.44
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
_____________________
(1)See Part II. Item 8. “Financial Statements and Supplementary Data - Note 14: Noncontrolling Interests” for a description of the redemption values related to the Redeemable noncontrolling interests. In accordance with ASC 480, an increase in redemption value from period to period reduces Net income attributable to common shareholders. Decreases in redemption value from period to period increase Net income attributable to common shareholders, but only to the extent that the cumulative change in redemption value remains a cumulative increase since adoption of this standard in the first quarter of 2009. As of December 31, 2019, the cumulative change in redemption value remains a cumulative increase since adoption in 2009; therefore, subsequent changes will impact the earnings per share calculation.
(2)The diluted EPS computations for the years ended December 31, 2019, 2018, and 2017 do not assume the conversion, exercise or contingent issuance of the following shares for the following periods because the result would have been anti-dilutive for the periods indicated. As a result of the anti-dilution, the potential common shares excluded from the diluted EPS computation are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended
December 31,
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
Shares excluded due to anti-dilution (treasury stock method):
|
(In thousands)
|
|
|
|
|
Potential common shares from:
|
|
|
|
|
|
Market-based stock options
|
—
|
|
|
51
|
|
|
—
|
|
Convertible trust preferred securities (1)
|
1
|
|
|
1
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shares excluded due to anti-dilution
|
1
|
|
|
52
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended
December 31,
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
Shares excluded due to exercise price exceeding the average market price of common shares during the period (total outstanding):
|
(In thousands)
|
|
|
|
|
Potential common shares from:
|
|
|
|
|
|
Options, restricted stock, or other dilutive securities (2)
|
853
|
|
|
209
|
|
|
67
|
|
Total shares excluded due to exercise price exceeding the average market price of common shares during the period
|
853
|
|
|
209
|
|
|
67
|
|
_____________________
(1)If the effect of the conversion of the trust preferred securities would have been dilutive, an immaterial amount of interest expense, net of tax, related to the convertible trust preferred securities would have been added back to Net income attributable to common shareholders for the diluted EPS computation for the years presented.
(2)Options to purchase shares of common stock, non-participating performance- and certain time-based restricted stock, and other dilutive securities that were outstanding at period ends were not included in the computation of diluted EPS or in the above anti-dilution table because their exercise or conversion prices were greater than the average market price of the common shares during the respective periods.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
17. INCOME TAXES
The components of Income tax expense for continuing operations for the years ended December 31, 2019, 2018, and 2017 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
|
(In thousands)
|
|
|
|
|
Current expense:
|
|
|
|
|
|
Federal
|
$
|
8,592
|
|
|
$
|
20,165
|
|
|
$
|
17,176
|
|
State
|
8,576
|
|
|
12,152
|
|
|
6,509
|
|
Total current expense
|
17,168
|
|
|
32,317
|
|
|
23,685
|
|
Deferred expense:
|
|
|
|
|
|
Federal
|
5,033
|
|
|
2,857
|
|
|
19,820
|
|
State
|
390
|
|
|
2,363
|
|
|
2,691
|
|
Total deferred expense
|
5,423
|
|
|
5,220
|
|
|
22,511
|
|
Income tax expense
|
$
|
22,591
|
|
|
$
|
37,537
|
|
|
$
|
46,196
|
|
Income tax expense attributable to Income from continuing operations differs from the amounts computed by applying the Federal statutory rate to pre-tax income from continuing operations. Reconciliations between the Federal statutory income tax rate of 21% to the effective income tax rate for the years ended December 31, 2019 and 2018 and the federal statutory income tax rate of 35% to the effective income tax rate for the year ended December 31, 2017 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
Statutory Federal income tax rate
|
21.0
|
%
|
|
21.0
|
%
|
|
35.0
|
%
|
Increase/(decrease) resulting from:
|
|
|
|
|
|
State and local income tax, net of Federal tax benefit
|
6.9
|
%
|
|
9.6
|
%
|
|
6.9
|
%
|
Book versus tax difference
|
—
|
%
|
|
6.7
|
%
|
|
—
|
%
|
Tax-exempt interest, net
|
(5.6)
|
%
|
|
(4.8)
|
%
|
|
(10.3)
|
%
|
Tax credits
|
(4.1)
|
%
|
|
(2.9)
|
%
|
|
(3.1)
|
%
|
Investments in affordable housing projects
|
3.4
|
%
|
|
1.9
|
%
|
|
2.2
|
%
|
Noncontrolling interests
|
—
|
%
|
|
(0.5)
|
%
|
|
(1.5)
|
%
|
Re-measurement of deferred tax assets and liabilities
|
—
|
%
|
|
—
|
%
|
|
13.7
|
%
|
Nondeductible goodwill
|
—
|
%
|
|
—
|
%
|
|
10.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Other, net
|
0.3
|
%
|
|
0.4
|
%
|
|
0.5
|
%
|
Effective income tax rate
|
21.9
|
%
|
|
31.4
|
%
|
|
53.5
|
%
|
On December 22, 2017, H.R. 1, the Tax Cuts and Jobs Act (the “Tax Act”), was enacted by the U.S. government. Substantially all of the provisions of the Tax Act were effective as of January 1, 2018. The Tax Act includes significant changes to the Internal Revenue Code of 1986, as amended, including amendments which significantly change the taxation of business entities. The more significant changes in the Tax Act that impact the Company are the reduction in the federal corporate tax rate from 35% to 21% and the changes to the deductibility of executive compensation. Under ASC 740, the tax effects of changes in tax laws must be recognized in the period in which the law is enacted, or the fourth quarter of 2017 for the Tax Act. ASC 740 also requires deferred tax assets and liabilities to be measured at the enacted tax rate expected to apply when temporary differences are to be realized or settled. In the fourth quarter of 2017, the Company re-measured its deferred tax assets and liabilities at the 21% federal corporate tax rate, reevaluated its investments in affordable housing projects using the 21% federal corporate tax rate, and reduced its deferred tax assets associated with executive compensation that is no longer deductible. As a result of these changes, the Company recorded a federal tax expense of $12.9 million in the fourth quarter of 2017.
The components of gross deferred tax assets and gross deferred tax liabilities at December 31, 2019 and 2018 are as follows:
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2019
|
|
2018
|
|
(In thousands)
|
|
|
Gross deferred tax assets:
|
|
|
|
Allowance for loan and OREO losses
|
$
|
21,789
|
|
|
$
|
21,919
|
|
Interest on nonaccrual loans
|
172
|
|
|
254
|
|
Stock compensation
|
1,710
|
|
|
2,679
|
|
Deferred and accrued compensation
|
13,096
|
|
|
15,540
|
|
|
|
|
|
|
|
|
|
Lease liabilities
|
34,129
|
|
|
—
|
|
Unrealized loss on investments
|
—
|
|
|
6,781
|
|
|
|
|
|
Other
|
1,129
|
|
|
1,294
|
|
Total gross deferred tax assets
|
72,025
|
|
|
48,467
|
|
|
|
|
|
|
|
|
|
Gross deferred tax liabilities:
|
|
|
|
Goodwill and acquired intangible assets
|
13,333
|
|
|
11,492
|
|
Fixed assets
|
4,518
|
|
|
2,248
|
|
Right-of-use assets
|
32,454
|
|
|
—
|
|
Prepaid expenses
|
385
|
|
|
344
|
|
Contingent payments
|
6,764
|
|
|
7,680
|
|
Unrealized gain on investments
|
2,949
|
|
|
—
|
|
Other
|
239
|
|
|
65
|
|
Total gross deferred tax liabilities
|
60,642
|
|
|
21,829
|
|
Net deferred tax assets
|
$
|
11,383
|
|
|
$
|
26,638
|
|
Of the $15.2 million net decrease in the Company’s net deferred tax asset during 2019, $5.4 million was recognized as deferred income tax expense, and $9.8 million was recognized as an increase to shareholders’ equity.
In accordance with ASC 740, deferred tax assets are to be reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The realization of the tax benefit depends upon the existence of sufficient taxable income of the appropriate character within the carry-forward periods.
The Company believes the existing net deductible temporary differences that give rise to the net deferred tax assets will reverse in future periods when the Company expects to generate taxable income. Other positive evidence to support the realization of the Company’s net deferred tax assets includes:
•The Company had cumulative pre-tax income, as adjusted for permanent book-to-tax differences, in the period 2017 through 2019.
•Certain tax planning strategies are available to the Company, such as reducing investments in tax-exempt securities.
•The Company has not had any operating loss or tax credit carryovers expiring unused in recent years.
A reconciliation of the beginning and ending gross amount of unrecognized tax benefits under the provisions of ASC 740-10 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
|
(In thousands)
|
|
|
|
|
Balance at January 1
|
$
|
935
|
|
|
$
|
1,025
|
|
|
$
|
974
|
|
Additions based on tax positions related to the current year
|
177
|
|
|
149
|
|
|
183
|
|
Additions based on tax positions taken in prior years
|
—
|
|
|
—
|
|
|
227
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Decreases based on the expiration of statute of limitations
|
(203)
|
|
|
(239)
|
|
|
(359)
|
|
Balance at December 31
|
$
|
909
|
|
|
$
|
935
|
|
|
$
|
1,025
|
|
The Company does not currently believe there is a reasonable possibility of any significant change to unrecognized tax benefits within the next twelve months.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Excluded from the gross amount of unrecognized tax benefits for the years ended December 31, 2019, 2018, and 2017 are the federal tax benefits associated with the gross amount of state unrecognized tax benefits which, if recognized, would affect the effective tax rate. The net amount of unrecognized tax benefits is $0.8 million, $0.8 million, and $0.9 million at December 31, 2019, 2018, and 2017, respectively, which, if recognized would affect the effective tax rate.
The Company classifies interest and penalties, if applicable, related to unrecognized tax benefits as a component of income tax expense in the Consolidated Statements of Operations. Interest and penalties recognized as part of the Company’s income tax expense was immaterial for the years ending December 31, 2019, 2018, and 2017. The accrued amounts for interest and penalties were immaterial as of December 31, 2019, 2018, and 2017.
Federal and Massachusetts income tax returns remain subject to examination for all tax years after December 31, 2015. California and New York income tax returns remain subject to examination for all tax years after December 31, 2014. As of December 31, 2019, the Company was under examination by the State of New York for the tax years ended December 31, 2015, 2016, and 2017. The Company believes the resolution of this examination will not have a significant impact on the effective tax rate.
18. EMPLOYEE BENEFITS
Employee 401(k) Profit Sharing Plan
The Company established a corporate-wide 401(k) Profit Sharing Plan (the “401(k) Plan”) for the benefit of the employees of the Company and its affiliates, which became effective on July 1, 2002. The 401(k) Plan is a 401(k) savings and retirement plan that is designed to qualify as an ERISA section 404(c) plan. Generally, employees who are at least twenty-one (21) years of age are eligible to participate in the plan on their date of hire. Employee contributions may be matched based on a predetermined formula and additional discretionary contributions may be made. 401(k) Plan expense was $2.3 million, $3.1 million, and $3.3 million, for the years ended December 31, 2019, 2018, and 2017, respectively.
Salary Continuation Plans
The Bank maintains a salary continuation plan for certain former officers in the Bank’s Northern California market. The officers became eligible for benefits under the salary continuation plan if they reached a defined retirement age while working for the Bank. The Bank also has a deferred compensation plan for certain former directors of the former private banking affiliate in Northern California that was merged into the Bank. The compensation expense relating to each contract is accounted for individually. The expense relating to these plans was $0.1 million for each of the years ended December 31, 2019, 2018, and 2017. The amount recognized in Other liabilities in the Consolidated Balance Sheets was $0.9 million and $0.8 million at December 31, 2019 and 2018, respectively. The Bank has purchased life insurance contracts to help fund these plans. The Bank has single premium life insurance policies with cash surrender values totaling $6.4 million and $6.3 million, which are included in Other assets in the Consolidated Balance Sheets, as of December 31, 2019 and 2018, respectively.
The Bank also maintains a salary continuation plan for certain former officers of the Bank’s Southern California market. The plan provides for payments to the participants at the age of retirement. The expense relating to this plan was $0.1 million for each of the years ended December 31, 2019, 2018, and 2017. The net amount recognized in Other liabilities in the Consolidated Balance Sheets was $1.3 million and $1.4 million at December 31, 2019 and 2018, respectively. The Bank has purchased life insurance contracts to help fund these plans. These life insurance policies have cash surrender values totaling $5.0 million at December 31, 2019 and 2018, which are included in Other assets in the Consolidated Balance Sheets.
Deferred Compensation Plan
The Company offers a deferred compensation plan (the “Deferred Compensation Plan”) that enables certain executives to elect to defer a portion of their compensation. The amounts deferred are excluded from the employee’s taxable income and are not deductible for income tax purposes by the Company until paid. The net deferred amount related to the Deferred Compensation Plan in Other liabilities in the Consolidated Balance Sheets was $6.1 million and $6.8 million at December 31, 2019 and 2018, respectively. Increases and decreases in the value of the Deferred Compensation Plan are recognized as Salaries and benefits expense in the Consolidated Statements of Operations. The expense relating to the Deferred Compensation Plan was an expense of $1.2 million, an expense credit of $0.4 million, and an expense of $0.9 million for the years ended December 31, 2019, 2018, and 2017, respectively.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The Company has adopted a special trust for the Deferred Compensation Plan called a rabbi trust. A rabbi trust is an arrangement that is used to accumulate assets that may be used to fund the Company’s obligation to pay benefits under the Deferred Compensation Plan. To prevent immediate taxation to the executives who participate in the Deferred Compensation Plan, the amounts placed in the rabbi trust must remain subject to the claims of the Company’s creditors. The investments chosen by the participants in the Deferred Compensation Plan are mirrored by the rabbi trust as a way to minimize the earnings volatility of the Deferred Compensation Plan. The net amount recognized in other assets in the Consolidated Balance Sheets was $6.1 million and $6.8 million at December 31, 2019 and 2018, respectively. Increases and decreases in the value of the rabbi trust are recognized in Other income in the Consolidated Statements of Operations. The income relating to this plan was a gain of $1.2 million, a loss of $0.4 million, and a gain of $0.9 million for the years ended December 31, 2019, 2018, and 2017, respectively.
Stock-Based Incentive Plans
At December 31, 2019, the Company has three stock-based compensation plans. These plans encourage and enable the officers, employees, non-employee directors, and other key persons of the Company to acquire a proprietary interest in the Company.
The Amended and Restated 2009 Stock Option and Incentive Plan (the “2009 Plan”), replaced the Company’s 2004 Stock Option and Incentive Plan. Under the 2009 Plan, the Company may grant options, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock awards, performance share awards, performance stock units, and dividend equivalent rights to its officers, employees, and non-employee directors of the Company for an amount not to exceed 2% of the total shares of common stock outstanding as of the last business day of the preceding fiscal year. The 2009 Plan provides for the authorization and issuance of 4,000,000 shares, along with any residual shares from previous plans. Forfeited shares are added back to the amount of shares authorized. Under the 2009 Plan, the exercise price of each option shall not be less than 100% of the fair market value of the stock on the date the options are granted.
Under the Boston Private Financial Holdings, Inc. 2010 Inducement Stock Plan (the “Inducement Plan”), the Company may grant equity awards to new employees as an inducement to join the Company. The Inducement Plan provides for the authorization and issuance of 1,245,000 shares of the Company’s common stock. Forfeited shares are added back to the amount of shares authorized. The terms of the Inducement Plan are substantially similar to the terms of the 2009 Plan. The Company issued zero shares, 576,612 shares, and 24,569 shares under this plan in conjunction with executive new hires in 2019, 2018, and 2017, respectively.
The Company maintains a qualified Employee Stock Purchase Plan (“ESPP”). Under the ESPP, eligible employees may purchase common stock of the Company at 85% of the lower of the closing price of the Company’s common stock on the first or last day of a six month purchase period on The NASDAQ® Global Select Market. Employees pay for their stock purchases through payroll deductions at a rate equal to any whole percentage from 1% to 15% of after-tax earnings. Participants have a right to a full reimbursement of ESPP deferrals through the end of the offering period. Such a reimbursement would result in a reversal of the compensation expense previously recorded, attributed to that participant. The Company issues shares under the ESPP in January and July of each year. There were 198,138 shares issued to participants under the qualified ESPP in 2019.
Share-based payments recorded in Salaries and benefits expense are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
|
(In thousands)
|
|
|
|
|
Stock option and ESPP expense
|
$
|
1,676
|
|
|
$
|
616
|
|
|
$
|
480
|
|
Nonvested share expense
|
3,076
|
|
|
6,059
|
|
|
7,794
|
|
Subtotal
|
4,752
|
|
|
6,675
|
|
|
8,274
|
|
Tax benefit
|
1,223
|
|
|
1,784
|
|
|
3,188
|
|
Stock-based compensation expense, net of tax benefit
|
$
|
3,529
|
|
|
$
|
4,891
|
|
|
$
|
5,086
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Stock Options
A summary of option activity for the year ended December 31, 2019 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Term in Years
|
|
Aggregate Intrinsic Value ($ in thousands)
|
Outstanding at December 31, 2018
|
663,455
|
|
|
$
|
11.44
|
|
|
|
|
|
Granted
|
437,016
|
|
|
$
|
11.02
|
|
|
|
|
|
Exercised
|
83,090
|
|
|
$
|
6.78
|
|
|
|
|
|
Forfeited
|
16,234
|
|
|
$
|
11.08
|
|
|
|
|
|
Expired
|
—
|
|
|
$
|
—
|
|
|
|
|
|
Outstanding at December 31, 2019
|
1,001,147
|
|
|
$
|
11.65
|
|
|
8.7 years
|
|
$
|
725.0
|
|
Exercisable at December 31, 2019
|
94,294
|
|
|
$
|
9.07
|
|
|
6.4 years
|
|
$
|
301.0
|
|
The total intrinsic value of options exercised during the years ended December 31, 2019, 2018, and 2017 was $0.4 million, $1.5 million, and $0.9 million, respectively. As of December 31, 2019, there was $1.7 million unrecognized compensation cost related to stock option arrangements granted in 2018 and 2019 that is expected to be recognized over a weighted average period of 2.9 years.
Restricted Stock
A summary of the Company’s nonvested shares as of December 31, 2019 and changes during the year ended December 31, 2019, including shares under both the 2009 Plan and the Inducement Plan, is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
Weighted Average Grant-Date
Fair Value
|
Nonvested at December 31, 2018
|
1,213,928
|
|
|
$
|
14.12
|
|
Granted
|
844,691
|
|
|
$
|
11.05
|
|
Vested
|
551,400
|
|
|
$
|
11.99
|
|
Forfeited
|
232,929
|
|
|
$
|
13.85
|
|
Nonvested at December 31, 2019
|
1,274,290
|
|
|
$
|
12.89
|
|
The fair value of nonvested shares is determined based on the closing price of the Company’s stock on the grant date. The weighted average grant-date fair value of shares granted during the years ended December 31, 2019, 2018, and 2017 was $11.05, $16.11, and $15.55, respectively. At December 31, 2019, there was $7.8 million of total unrecognized compensation cost related to nonvested share-based compensation arrangements under the 2009 Plan and the Inducement Plan, combined. That cost is expected to be recognized over a weighted average period of 2.27 years. The total fair value of shares that vested during the years ended December 31, 2019, 2018, and 2017 was $6.6 million, $8.1 million, and $8.0 million, respectively.
Included in the restricted stock balances above are performance shares. The Company recognizes the expense for performance shares based upon the most likely outcome of shares to be issued based on current forecasts. At December 31, 2019, there were 589,124 performance shares outstanding, which could increase up to 1,178,248 shares. If the maximum number of performance shares is issued, the Company would incur an additional $7.8 million of compensation costs related to these additional 589,124 shares.
Supplemental Executive Retirement Plans
The Company has a non-qualified supplemental executive retirement plan (“SERP”) with a former executive officer of the Company. The SERP, which is unfunded, provides a defined cash benefit based on a formula using average compensation, years of service, and age at retirement of the executive. The estimated actuarial present value of the projected benefit obligation was $7.5 million and $7.3 million at December 31, 2019 and 2018, respectively. The expense associated with the SERP was $0.8 million for the year ended December 31, 2019, due to a decrease in the discount rate, which correspondingly increased the pension benefit obligation in 2019. The SERP expense was zero and $0.4 million for the years ended 2018, and 2017, respectively. The discount rate used to calculate the SERP liability was 3.10%, 4.15%, and 3.60% for the years ended December 31, 2019, 2018, and 2017, respectively.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The Bank has a SERP with various former executives of the Pacific Northwest market. The SERP, which is unfunded, provides a defined cash benefit based on a formula using compensation, years of service, and age at retirement of the executives. The benefits for each executive under the plan are accrued until the full vesting age of 65. The actuarial present value of the projected benefit obligation was $3.1 million and $2.9 million at December 31, 2019 and 2018, respectively. The expense associated with the SERP was $0.2 million for each of the years ended December 31, 2019, 2018, and 2017. The discount rate used to calculate the SERP liability was 3.10%, 4.18%, and 3.37%, for the years ended December 31, 2019, 2018, and 2017, respectively.
KLS has a long-term incentive plan (“LTIP”) with certain of its managing directors and assumed by BPW. This LTIP, which is unfunded, was amended in 2018. The plan amendment in 2018 “froze” the benefits under the LTIP based on the cash payout that would be due to the managing directors as of December 31, 2017. The cash payment at separation of service, which was determined based on the profit share and a multiple based on years of service as of December 31, 2017, is payable in three equal annual installments following separation of service. The Company has accrued $7.9 million and $9.2 million at December 31, 2019 and 2018, respectively, for future separation of service payments. The LTIP was effective beginning January 1, 2010.
The expense associated with the LTIP was $0.7 million, $1.6 million, and $0.5 million for the years ended December 31, 2019, 2018, and 2017, respectively. Included in the 2018 expense was a $0.8 million charge, which was included with restructuring in the Consolidated Statements of Operations, related to the plan amendment. The discount rate used to calculate the liability was 3.10%, 4.10%, and 3.33% for the years ended December 31, 2019, 2018, and 2017, respectively. There will not be any future service cost associated with the LTIP. There will be charges associated with interest costs and actuarial gains/losses until the final payouts are made.
19. OTHER OPERATING EXPENSE
Major components of other operating expense are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
|
2019
|
|
2018
|
|
2017 (1)
|
|
|
|
(In thousands)
|
|
|
Insurance
|
$
|
2,655
|
|
|
$
|
3,084
|
|
|
$
|
3,286
|
|
Employee travel and meals
|
2,508
|
|
|
2,918
|
|
|
3,910
|
|
Other banking expenses
|
1,752
|
|
|
1,893
|
|
|
1,541
|
|
Pension costs - non service
|
1,669
|
|
|
423
|
|
|
(95)
|
|
Publications and dues
|
1,171
|
|
|
1,123
|
|
|
1,028
|
|
Postage, express mail, and courier
|
630
|
|
|
840
|
|
|
974
|
|
Forms and supplies
|
479
|
|
|
704
|
|
|
890
|
|
Trading errors
|
1
|
|
|
511
|
|
|
108
|
|
OREO expenses
|
—
|
|
|
(21)
|
|
|
4
|
|
Provision/(credit) for off-balance sheet loan commitments
|
(105)
|
|
|
(157)
|
|
|
(24)
|
|
Other
|
3,175
|
|
|
2,843
|
|
|
2,852
|
|
Total
|
$
|
13,935
|
|
|
$
|
14,161
|
|
|
$
|
14,474
|
|
___________________
(1) As a result of the adoption of ASU 2017-07, Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, $95 thousand was reclassified from Salaries and employee benefits expense to Other expense within the Company’s Consolidated Statements of Operations for the twelve months ended December 31, 2017.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
20. REPORTABLE SEGMENTS
Management Reporting
The Company has two reportable segments: (i) Private Banking and (ii) Wealth Management and Trust, as well as the Parent Company (Boston Private Financial Holdings, Inc., the “Holding Company”) within Holding Company and Eliminations. The financial performance of the Company is managed and evaluated according to these two segments. Each segment is managed by a segment leader (“Segment Leader”) who has full authority and responsibility for the performance and the allocation of resources within their segment. The Company’s Chief Executive Officer (“CEO”) is the Company’s Chief Operating Decision Maker (“CODM”).
The Segment Leader for Private Banking is the CEO of Boston Private Bank, who is also the Company’s CEO. The Bank’s banking operations are reported in the Private Banking segment. The Segment Leader for Wealth Management and Trust is the President of Private Banking, Wealth and Trust. The Segment Leader of Wealth Management and Trust reports to the CEO of the Company. The Segment Leaders have authority with respect to the allocation of capital within their respective segments, management oversight responsibility, performance assessments, and overall authority and accountability within their respective segment. The Company’s CODM communicates with the President of Private Banking, Wealth and Trust regarding profit and loss responsibility, strategic planning, priority setting and other matters. The Company’s Chief Financial Officer reviews all financial detail with the CODM on a monthly basis.
Description of Reportable Segments
Private Banking
The Private Banking segment operates primarily in three geographic markets: New England, Northern California and Southern California.
The Bank currently conducts business under the name of Boston Private Bank & Trust Company in all markets. The Bank is chartered by The Commonwealth of Massachusetts and is insured by the FDIC. The Bank is principally engaged in providing banking services to high net worth individuals, privately owned businesses and partnerships, and nonprofit organizations. In addition, the Bank is an active provider of financing for affordable housing, first-time homebuyers, economic development, social services, community revitalization and small businesses.
Wealth Management and Trust
The Wealth Management and Trust segment is comprised of the trust operations of the Bank and the operations of Boston Private Wealth. On September 1, 2019, KLS merged into Boston Private Wealth. As a result, the results of KLS are included in the results of Boston Private Wealth within the Wealth Management and Trust segment for all periods presented. The Wealth Management and Trust segment offers planning-based financial strategies, wealth management, family office, financial planning, tax planning, and trust services to individuals, families, institutions, and nonprofit institutions. The Wealth Management and Trust segment operates in New England, New York, Southeast Florida, Northern California and Southern California.
Changes to Segment Reporting
The 2018 and 2017 segment results have been adjusted for comparability to the 2019 segment results for the following changes. Prior to the third quarter of 2019, the Company had three reportable segments: Affiliate Partners, Private Banking, and Wealth Management and Trust. For the first two quarters of 2019, the Affiliate Partners segment was comprised of two affiliates: KLS and DGHM, each of which are RIAs. Prior to the first quarter of 2019, the Affiliate Partners segment also included Anchor and BOS for the periods owned. On April 13, 2018, the Company completed the sale of its ownership interest in Anchor. On December 3, 2018, the Company completed the sale of its ownership interest in BOS.
With the integration of KLS into Boston Private Wealth in the third quarter of 2019, the Company reorganized the segment reporting structure to align with how the Company's financial performance and strategy is reviewed and managed. The results of KLS are now included in the results of Boston Private Wealth within the Wealth Management and Trust segment, and the results of DGHM are now included in the Holding Company and Eliminations segment for all periods presented. The results of Anchor and BOS for the periods owned are included in the Holding Company and Eliminations segment. See Part II. Item 8. “Financial Statements and Supplementary Data - Note 3: Asset Sales and Divestitures” for additional information.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Measurement of Segment Profit and Assets
The accounting policies of the segments are the same as those described in Part II. Item 8. “Financial Statements and Supplementary Data - Note 1: Basis of Presentation and Summary of Significant Accounting Policies.”
Reconciliation of Reportable Segment Items
The following tables present a reconciliation of the revenues, profits, assets, and other significant items of reportable segments as of and for the years ended December 31, 2019, 2018, and 2017.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
Private Banking (1)
|
(In thousands)
|
|
|
|
|
Net interest income
|
$
|
231,796
|
|
|
$
|
238,036
|
|
|
$
|
227,280
|
|
Fees and other income
|
13,869
|
|
|
9,366
|
|
|
10,856
|
|
Total revenues
|
245,665
|
|
|
247,402
|
|
|
238,136
|
|
Provision/(credit) for loan losses
|
(3,564)
|
|
|
(2,198)
|
|
|
(7,669)
|
|
Operating expense (2)
|
157,891
|
|
|
165,263
|
|
|
149,008
|
|
Income before income taxes
|
91,338
|
|
|
84,337
|
|
|
96,797
|
|
Income tax expense
|
19,110
|
|
|
16,313
|
|
|
43,356
|
|
Net income from continuing operations
|
72,228
|
|
|
68,024
|
|
|
53,441
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to the Company
|
$
|
72,228
|
|
|
$
|
68,024
|
|
|
$
|
53,441
|
|
|
|
|
|
|
|
Assets
|
$
|
8,746,289
|
|
|
$
|
8,424,967
|
|
|
$
|
8,177,304
|
|
Amortization of intangibles
|
$
|
37
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Depreciation
|
$
|
9,737
|
|
|
$
|
8,646
|
|
|
$
|
5,639
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
Wealth Management and Trust (1)
|
(In thousands)
|
|
|
|
|
Net interest income
|
$
|
407
|
|
|
$
|
338
|
|
|
$
|
122
|
|
Fees and other income
|
75,949
|
|
|
79,192
|
|
|
76,237
|
|
Total revenues
|
76,356
|
|
|
79,530
|
|
|
76,359
|
|
|
|
|
|
|
|
Operating expense (2)
|
58,375
|
|
|
66,492
|
|
|
69,966
|
|
Income before income taxes
|
17,981
|
|
|
13,038
|
|
|
6,393
|
|
Income tax expense
|
5,768
|
|
|
4,145
|
|
|
3,982
|
|
Net income from continuing operations
|
$
|
12,213
|
|
|
$
|
8,893
|
|
|
$
|
2,411
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to the Company
|
$
|
12,213
|
|
|
$
|
8,893
|
|
|
$
|
2,411
|
|
|
|
|
|
|
|
Assets
|
$
|
148,803
|
|
|
$
|
130,346
|
|
|
$
|
120,061
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of intangibles
|
$
|
2,654
|
|
|
$
|
2,775
|
|
|
$
|
2,882
|
|
Depreciation
|
$
|
1,297
|
|
|
$
|
1,660
|
|
|
$
|
1,893
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
Holding Company and Eliminations (1) (3)
|
(In thousands)
|
|
|
|
|
Net interest income (4)
|
$
|
(4,127)
|
|
|
$
|
(3,808)
|
|
|
$
|
(2,716)
|
|
Fees and other income
|
11,729
|
|
|
61,439
|
|
|
66,873
|
|
Total revenues
|
7,602
|
|
|
57,631
|
|
|
64,157
|
|
|
|
|
|
|
|
Operating expense
|
13,940
|
|
|
35,600
|
|
|
80,962
|
|
Income/(loss) before income taxes
|
(6,338)
|
|
|
22,031
|
|
|
(16,805)
|
|
Income tax expense/(benefit)
|
(2,287)
|
|
|
17,079
|
|
|
(1,142)
|
|
Net income/(loss) from continuing operations
|
(4,051)
|
|
|
4,952
|
|
|
(15,663)
|
|
Net income attributable to noncontrolling interests
|
362
|
|
|
3,487
|
|
|
4,468
|
|
Net income from Discontinued operations (5)
|
—
|
|
|
2,002
|
|
|
4,870
|
|
Net income/(loss) attributable to the Company
|
$
|
(4,413)
|
|
|
$
|
3,467
|
|
|
$
|
(15,261)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets (including eliminations)
|
$
|
(64,592)
|
|
|
$
|
(60,688)
|
|
|
$
|
14,379
|
|
Amortization of intangibles
|
$
|
—
|
|
|
$
|
154
|
|
|
$
|
2,719
|
|
Depreciation
|
$
|
194
|
|
|
$
|
388
|
|
|
$
|
574
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
Total Company (1) (3)
|
(In thousands)
|
|
|
|
|
Net interest income
|
$
|
228,076
|
|
|
$
|
234,566
|
|
|
$
|
224,686
|
|
Fees and other income
|
101,547
|
|
|
149,997
|
|
|
153,966
|
|
Total revenues
|
329,623
|
|
|
384,563
|
|
|
378,652
|
|
Provision/(credit) for loan losses
|
(3,564)
|
|
|
(2,198)
|
|
|
(7,669)
|
|
Operating expense
|
230,206
|
|
|
267,355
|
|
|
299,936
|
|
Income before income taxes
|
102,981
|
|
|
119,406
|
|
|
86,385
|
|
Income tax expense
|
22,591
|
|
|
37,537
|
|
|
46,196
|
|
Net income from continuing operations
|
80,390
|
|
|
81,869
|
|
|
40,189
|
|
Net income attributable to noncontrolling interests
|
362
|
|
|
3,487
|
|
|
4,468
|
|
Net income from Discontinued operations (5)
|
—
|
|
|
2,002
|
|
|
4,870
|
|
Net income attributable to the Company
|
$
|
80,028
|
|
|
$
|
80,384
|
|
|
$
|
40,591
|
|
|
|
|
|
|
|
Assets
|
$
|
8,830,501
|
|
|
$
|
8,494,625
|
|
|
$
|
8,311,744
|
|
Amortization of intangibles
|
$
|
2,691
|
|
|
$
|
2,929
|
|
|
$
|
5,601
|
|
Depreciation
|
$
|
11,228
|
|
|
$
|
10,694
|
|
|
$
|
8,106
|
|
___________________
(1) Due to rounding, the sum of individual segment results may not add up to the Total Company results.
(2) Operating expense includes Restructuring expense of $1.3 million and $0.4 million for the year ended December 31, 2019 related to the Private Banking and Wealth Management and Trust segments, respectively. Operating expense includes Restructuring expense of $6.6 million and $1.2 million for the year ended December 31, 2018 related to the Private Banking and Wealth Management and Trust segments, respectively.
(3) The results of Anchor and BOS for the periods owned in 2018 and 2017 are included in the Holding Company and Eliminations segment and the Total Company. Most categories have decreased in 2019 relative to 2018 and 2017 primarily driven by the sales of Anchor and BOS. See Part II. Item 8. “Financial Statements and Supplementary Data - Note 3: Asset Sales and Divestitures” for additional information.
(4) Interest expense on junior subordinated debentures is included in the Holding Company and Eliminations segment.
(5) The Holding Company and Eliminations segment calculation of Net income attributable to the Company includes Net income from discontinued operations of zero, $2.0 million and $4.9 million for the years ended December 31, 2019, 2018, and 2017, respectively. The Company received the final payment related to a revenue sharing agreement with Westfield
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Capital Management Company, LLC (“Westfield”) in the first quarter of 2018. The Company will not receive additional income from Westfield now that the final payment has been received.
21. FAIR VALUE MEASUREMENTS
Fair value is defined under GAAP as the exchange price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants on the measurement date. The Company determines the fair values of its financial instruments based on the fair value hierarchy established in ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value. Financial instruments are considered Level 1 when valuation can be based on quoted prices in active markets for identical assets or liabilities. Level 2 financial instruments are valued using quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or models using inputs that are observable or can be corroborated by observable market data of substantially the full term of the assets or liabilities. Financial instruments are considered Level 3 when their values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable and when determination of the fair value requires significant management judgment or estimation.
The following tables present the Company’s assets and liabilities measured at fair value on a recurring basis as of December 31, 2019 and 2018, aggregated by the level in the fair value hierarchy within which those measurements fall:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2019
|
|
Fair value measurements at reporting date using:
|
|
|
|
|
|
|
|
Quoted prices in
active markets
for identical
assets (Level 1)
|
|
Significant other
observable
inputs (Level 2)
|
|
Significant
unobservable
inputs (Level 3)
|
|
(In thousands)
|
|
|
|
|
|
|
Assets:
|
|
|
|
|
|
|
|
Available-for-sale securities
|
|
|
|
|
|
|
|
U.S. government and agencies
|
$
|
19,940
|
|
|
$
|
—
|
|
|
$
|
19,940
|
|
|
$
|
—
|
|
Government-sponsored entities
|
156,255
|
|
|
—
|
|
|
156,255
|
|
|
—
|
|
Municipal bonds
|
325,455
|
|
|
—
|
|
|
325,455
|
|
|
—
|
|
Mortgage-backed securities
|
476,634
|
|
|
—
|
|
|
476,634
|
|
|
—
|
|
Total available-for-sale securities
|
978,284
|
|
|
—
|
|
|
978,284
|
|
|
—
|
|
Equity securities
|
18,810
|
|
|
18,810
|
|
|
—
|
|
|
—
|
|
Derivatives - interest rate customer swaps
|
36,089
|
|
|
—
|
|
|
36,089
|
|
|
—
|
|
|
|
|
|
|
|
|
|
Derivatives - risk participation agreements
|
10
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
|
|
|
|
|
|
|
Trading securities held in the “rabbi trust” (1)
|
6,119
|
|
|
6,119
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
Derivatives - interest rate customer swaps
|
$
|
36,580
|
|
|
$
|
—
|
|
|
$
|
36,580
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
Derivatives - risk participation agreements
|
242
|
|
|
—
|
|
|
242
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred compensation “rabbi trust” (1)
|
6,112
|
|
|
6,112
|
|
|
—
|
|
|
—
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2018
|
|
Fair value measurements at reporting date using:
|
|
|
|
|
|
|
|
Quoted prices in
active markets
for identical
assets (Level 1)
|
|
Significant other
observable
inputs (Level 2)
|
|
Significant
unobservable
inputs (Level 3)
|
|
(In thousands)
|
|
|
|
|
|
|
Assets:
|
|
|
|
|
|
|
|
Available-for-sale securities:
|
|
|
|
|
|
|
|
U.S. government and agencies
|
$
|
29,114
|
|
|
$
|
—
|
|
|
$
|
29,114
|
|
|
$
|
—
|
|
Government-sponsored entities
|
207,703
|
|
|
—
|
|
|
207,703
|
|
|
—
|
|
|
|
|
|
|
|
|
|
Municipal bonds
|
308,959
|
|
|
—
|
|
|
308,959
|
|
|
—
|
|
Mortgage-backed securities
|
448,289
|
|
|
—
|
|
|
448,289
|
|
|
—
|
|
Total available-for-sale securities
|
994,065
|
|
|
—
|
|
|
994,065
|
|
|
—
|
|
Equity securities
|
14,228
|
|
|
14,228
|
|
|
—
|
|
|
—
|
|
Derivatives - interest rate customer swaps
|
21,889
|
|
|
—
|
|
|
21,889
|
|
|
—
|
|
|
|
|
|
|
|
|
|
Derivatives - interest rate swaps
|
553
|
|
|
—
|
|
|
553
|
|
|
—
|
|
Derivatives - risk participation agreements
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
|
|
|
|
|
|
|
Trading securities held in the “rabbi trust” (1)
|
6,839
|
|
|
6,839
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
Derivatives - interest rate customer swaps
|
$
|
22,385
|
|
|
$
|
—
|
|
|
$
|
22,385
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives - risk participation agreements
|
152
|
|
|
—
|
|
|
152
|
|
|
—
|
|
Deferred compensation “rabbi trust” (1)
|
6,839
|
|
|
6,839
|
|
|
—
|
|
|
—
|
|
___________________
(1) The Company has adopted a special trust for the Deferred Compensation Plan called a “rabbi trust.” The rabbi trust is an arrangement that is used to accumulate assets that may be used to fund the Company’s obligation to pay benefits under the Deferred Compensation Plan. To prevent immediate taxation to the executives who participate in the Deferred Compensation Plan, the amounts placed in the rabbi trust must remain subject to the claims of the Company’s creditors. The investments chosen by the participants in the Deferred Compensation Plan are mirrored by the rabbi trust as a way to minimize the earnings volatility of the Deferred Compensation Plan.
As of December 31, 2019 and 2018, available-for-sale securities consisted of U.S. government and agencies securities, government-sponsored entities securities, municipal bonds, and mortgage-backed securities. Available-for-sale Level 2 securities generally have quoted prices but are traded less frequently than exchange-traded securities and can be priced using market data from similar assets and include government-sponsored entities securities, municipal bonds, mortgage-backed securities, “off-the-run” U.S. Treasury securities, and certain investments in SBA loans (which are categorized as U.S. government and agencies securities). “Off-the-run” U.S. Treasury securities are Treasury bonds and notes issued before the most recently issued bond or note of a particular maturity. When Treasuries move to the secondary over-the-counter market, they become less frequently traded, therefore, they are considered “off-the-run”. No investments held as of December 31, 2019 or 2018 were categorized as Level 3.
As of December 31, 2019 and 2018, equity securities consisted of Level 1 money market mutual funds that are valued with prices quoted in active markets.
In managing its interest rate and credit risk, the Company utilizes derivative instruments including interest rate customer swaps, interest rate swaps, and risk participation agreements. As a service to its customers, the Company may utilize derivative instruments including customer foreign exchange forward contracts to manage its foreign exchange risk, if any. The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities, and therefore, they have been categorized as a Level 2 measurement as of December 31, 2019 and 2018. See Part II. Item 8. “Financial Statements and Supplementary Data - Note 9: Derivatives and Hedging Activities” for further details.
To comply with the provisions of ASC 820, the Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts and guarantees.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Counterparty exposure is evaluated by netting positions that are subject to master netting agreements, as well as considering the amount of collateral securing the position.
The Company has determined that the majority of inputs used to value its derivatives are within Level 2. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy as of December 31, 2019 and 2018.
Trading securities held in the rabbi trust consist of publicly traded mutual fund investments that are valued at prices quoted in active markets. Therefore, they have been categorized as a Level 1 measurement as of December 31, 2019 and 2018.
The Company accounts for its investments held in the rabbi trust in accordance with ASC 320, Investments - Debt and Equity Securities. The investments held in the rabbi trust are classified as trading securities. The assets of the rabbi trust are carried at their fair value within Other assets on the Consolidated Balance Sheets. Changes in the fair value of the securities are recorded as an increase or decrease in other income each quarter. The deferred compensation liability reflects the market value of the securities selected by the participants and is included within other liabilities on the Consolidated Balance Sheets. Changes in the fair value of the liability are recorded as an increase or decrease in salaries and employee benefits expense each quarter.
There were no transfers for assets or liabilities recorded at fair value on a recurring basis as of December 31, 2019. During the year ended December 31, 2018, five U.S. Treasury securities totaling $33.4 million transferred from Level 1 to Level 2 as the securities were determined to be “off-the-run.” There were no other transfers for assets or liabilities recorded at fair value on a recurring basis for the year ended December 31, 2018.
There were no Level 3 assets valued on a recurring basis as of December 31, 2019 or 2018.
There were no changes in the valuation techniques used for measuring the fair value.
The following tables present the Company’s assets and liabilities measured at fair value on a non-recurring basis during the periods ended December 31, 2019 and 2018, respectively, aggregated by the level in the fair value hierarchy within which those measurements fall:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2019
|
|
Fair value measurements at reporting date using:
|
|
|
|
|
|
Gain (losses)
from fair
value changes
|
|
|
|
Quoted prices in
active markets
for identical
assets (Level 1)
|
|
Significant
other observable inputs
(Level 2)
|
|
Significant
unobservable
inputs (Level 3)
|
|
Year ended December 31, 2019
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
Impaired loans (1)
|
$
|
109
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
109
|
|
|
$
|
710
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
109
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
109
|
|
|
$
|
710
|
|
___________________
(1)Collateral-dependent impaired loans held as of December 31, 2019 that had write-downs in fair value or whose specific reserve changed during 2019.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2018
|
|
Fair value measurements at reporting date using:
|
|
|
|
|
|
Gain (losses)
from fair
value changes
|
|
|
|
Quoted prices in
active markets
for identical
assets (Level 1)
|
|
Significant
other
observable
inputs
(Level 2)
|
|
Significant
unobservable
inputs (Level 3)
|
|
Year ended December 31, 2018
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
Impaired loans (1)
|
$
|
2,192
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,192
|
|
|
$
|
(1,648)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,192
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,192
|
|
|
$
|
(1,648)
|
|
___________________
(1)Collateral-dependent impaired loans held as of December 31, 2018 that had write-downs in fair value or whose specific reserve changed during 2018.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The following tables present additional quantitative information about assets measured at fair value on a non-recurring basis for which the Company has utilized Level 3 inputs to determine fair value:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2019
|
|
|
|
|
|
|
|
|
|
Fair
Value
|
|
Valuation
technique
|
|
Unobservable
Input
|
|
Range of Inputs Utilized
|
|
Weighted Average of Inputs Utilized
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
Impaired Loans
|
$
|
109
|
|
|
Appraisals of
Collateral
|
|
Discount for costs to sell
|
|
|
10%
|
|
10%
|
|
|
|
|
|
|
Appraisal adjustments
|
|
|
—%
|
|
|
—%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2018
|
|
|
|
|
|
|
|
|
|
Fair
Value
|
|
Valuation
technique
|
|
Unobservable
Input
|
|
Range of Inputs Utilized
|
|
Weighted Average of Inputs Utilized
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
Impaired Loans
|
$
|
2,192
|
|
|
Appraisals of Collateral
|
|
|
Discount for costs to sell
|
|
|
—% - 9%
|
|
5%
|
|
|
|
|
|
|
Appraisal adjustments
|
|
|
—%
|
|
|
—%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impaired loans include those loans that were adjusted to the fair value of underlying collateral as required under ASC 310, Receivables. The amount does not include impaired loans that are measured based on expected future cash flows discounted at the respective loan’s original effective interest rate, as that amount is not considered a fair value measurement. The Company uses appraisals, which management may adjust to reflect estimated fair value declines, or may apply other discounts to appraised values for unobservable factors resulting from its knowledge of the property or consideration of broker quotes. The appraisers use a market, income, and/or a cost approach in determining the value of the collateral. Therefore, they have been categorized as a Level 3 measurement.
The following tables present the carrying values and fair values of the Company’s financial instruments that are not measured at fair value on a recurring basis (other than certain loans, as noted below):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2019
|
|
|
|
|
|
|
|
|
|
Book Value
|
|
Fair Value
|
|
Quoted prices
in active
markets for
identical assets
(Level 1)
|
|
Significant
other
observable
inputs (Level 2)
|
|
Significant
unobservable
inputs (Level 3)
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
FINANCIAL ASSETS:
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
$
|
292,479
|
|
|
$
|
292,479
|
|
|
$
|
292,479
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Investment securities held-to-maturity
|
48,212
|
|
|
47,949
|
|
|
—
|
|
|
47,949
|
|
|
—
|
|
Loans held for sale
|
7,386
|
|
|
7,475
|
|
|
—
|
|
|
7,475
|
|
|
—
|
|
Loans, net
|
6,904,722
|
|
|
6,883,360
|
|
|
—
|
|
|
—
|
|
|
6,883,360
|
|
Other financial assets
|
67,348
|
|
|
67,348
|
|
|
—
|
|
|
67,348
|
|
|
—
|
|
FINANCIAL LIABILITIES:
|
|
|
|
|
|
|
|
|
|
Deposits
|
$
|
7,241,476
|
|
|
$
|
7,241,739
|
|
|
$
|
—
|
|
|
$
|
7,241,739
|
|
|
$
|
—
|
|
Securities sold under agreements to repurchase
|
53,398
|
|
|
53,398
|
|
|
—
|
|
|
53,398
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
Federal Home Loan Bank borrowings
|
350,829
|
|
|
351,233
|
|
|
—
|
|
|
351,233
|
|
|
—
|
|
Junior subordinated debentures
|
106,363
|
|
|
96,363
|
|
|
—
|
|
|
—
|
|
|
96,363
|
|
Other financial liabilities
|
1,957
|
|
|
1,957
|
|
|
—
|
|
|
1,957
|
|
|
—
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2018
|
|
|
|
|
|
|
|
|
|
Book Value
|
|
Fair Value
|
|
Quoted prices
in active
markets for
identical assets
(Level 1)
|
|
Significant
other
observable
inputs (Level 2)
|
|
Significant
unobservable
inputs (Level 3)
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
FINANCIAL ASSETS:
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
$
|
127,259
|
|
|
$
|
127,259
|
|
|
$
|
127,259
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Investment securities held-to-maturity
|
70,438
|
|
|
68,595
|
|
|
—
|
|
|
68,595
|
|
|
—
|
|
Loans held for sale
|
2,812
|
|
|
2,837
|
|
|
—
|
|
|
2,837
|
|
|
—
|
|
Loans, net
|
6,817,846
|
|
|
6,734,216
|
|
|
—
|
|
|
—
|
|
|
6,734,216
|
|
Other financial assets
|
78,730
|
|
|
78,730
|
|
|
—
|
|
|
78,730
|
|
|
—
|
|
FINANCIAL LIABILITIES:
|
|
|
|
|
|
|
|
|
|
Deposits
|
$
|
6,781,170
|
|
|
$
|
6,777,928
|
|
|
$
|
—
|
|
|
$
|
6,777,928
|
|
|
$
|
—
|
|
Securities sold under agreements to repurchase
|
36,928
|
|
|
36,928
|
|
|
—
|
|
|
36,928
|
|
|
—
|
|
Federal funds purchased
|
250,000
|
|
|
250,000
|
|
|
—
|
|
|
250,000
|
|
|
—
|
|
Federal Home Loan Bank borrowings
|
420,144
|
|
|
417,092
|
|
|
—
|
|
|
417,092
|
|
|
—
|
|
Junior subordinated debentures
|
106,363
|
|
|
96,363
|
|
|
—
|
|
|
—
|
|
|
96,363
|
|
Other financial liabilities
|
2,001
|
|
|
2,001
|
|
|
—
|
|
|
2,001
|
|
|
—
|
|
The estimated fair values have been determined by using available quoted market information or other appropriate valuation methodologies. The aggregate fair value amounts presented above do not represent the underlying value of the financial assets and liabilities of the Company taken as a whole as they do not reflect any premium or discount the Company might recognize if the assets were sold or the liabilities sold, settled, or redeemed. An excess of fair value over book value on financial assets represents a premium, or gain, the Company might recognize if the assets were sold, while an excess of book value over fair value on financial liabilities represents a premium, or gain, the Company might recognize if the liabilities were sold, settled, or redeemed prior to maturity. Conversely, losses would be recognized if assets were sold where the book value exceeded the fair value or liabilities were sold where the fair value exceeded the book value.
The fair value estimates provided are made at a specific point in time, based on relevant market information and the characteristics of the financial instrument. The estimates do not provide for any premiums or discounts that could result from concentrations of ownership of a financial instrument. Because no active market exists for some of the Company’s financial instruments, certain fair value estimates are based on subjective judgments regarding current economic conditions, risk characteristics of the financial instruments, future expected loss experience, prepayment assumptions, and other factors. The resulting estimates involve uncertainties and are considered best estimates. Changes made to any of the underlying assumptions could significantly affect the estimates.
Cash and Cash Equivalents
The carrying value reported in the balance sheet for cash and cash equivalents approximates fair value due to the short-term nature of their maturities and are classified as Level 1.
Investment Securities Held-to-Maturity
As of December 31, 2019, investment securities held-to-maturity consist of mortgage-backed securities. As of December 31, 2018, investment securities held-to-maturity consisted of mortgage-backed securities and a U.S. Treasury security. The U.S. Treasury security held as of December 31, 2018 is an “off-the-run” U.S. Treasury security and, therefore, it has been categorized as Level 2. The mortgage-backed securities are fixed income instruments that are not quoted on an exchange, but may be traded in active markets. The fair value of these securities is based on quoted market prices obtained from external pricing services. The principal market for our securities portfolio is the secondary institutional market, with an exit price that is predominantly reflective of bid level pricing in that market. Accordingly, held-to-maturity mortgage-backed securities are classified as Level 2.
There were no transfers of the Company's financial instruments that are not measured at fair value on a recurring basis at December 31, 2019 and December 31, 2018.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Loans Held for Sale
Loans held for sale are recorded at the lower of cost or fair value in the aggregate. Fair value estimates are based on actual commitments to sell the loans to investors at an agreed upon price or current market prices if rates have changed since the time the loan closed. Accordingly, loans held for sale are included in the Level 2 fair value category.
Loans, Net
Fair value estimates are based on loans with similar financial characteristics. Following the adoption of ASU 2016-01 in 2018, the Company updated its process for estimating the fair value of loans, net of allowance for loan losses. The updated process estimates the fair value of loans using the exit price notion, which includes identifying an exit price using current market information for origination rates and making certain adjustments to incorporate credit risk, transaction costs and other adjustments utilizing publicly available rates and indices. Loans, net are included in the Level 3 fair value category based upon the inputs and valuation techniques used. See Part II. Item 8. “Financial Statements and Supplementary Data - Note 1: Basis of Presentation and Summary of Significant Accounting Policies” for additional information on ASU 2016-01.
Other Financial Assets
Other financial assets consist of accrued interest and fees receivable, and stock in the Federal Home Loan Bank of Boston (“FHLB”) and the Federal Reserve Bank (“FRB”), for which the carrying amount approximates fair value, and are classified as Level 2 measurements.
Deposits
The fair values reported for transaction accounts (demand, NOW, savings, and money market) equal their respective book values reported on the balance sheet and are classified as Level 2. The fair values disclosed are, by definition, equal to the amount payable on demand at the reporting date. The fair values for certificates of deposit are based on the discounted value of contractual cash flows. The discount rates used are representative of approximate rates currently offered on certificates of deposit with similar remaining maturities and are classified as Level 2 measurements.
Securities Sold Under Agreements to Repurchase
The fair value of securities sold under agreements to repurchase is estimated based on contractual cash flows discounted at the Bank’s incremental borrowing rate for FHLB borrowings with similar maturities and have been classified as Level 2 measurements.
Federal Funds Purchased
The carrying amounts of federal funds purchased, if any, approximate fair value due to their short-term nature and therefore these funds have been classified as Level 2 measurements.
Federal Home Loan Bank Borrowings
The fair value reported for FHLB borrowings is estimated based on the discounted value of contractual cash flows. The discount rate used is based on the Bank’s estimated current incremental borrowing rate for FHLB borrowings of similar maturities and therefore these borrowings have been classified as Level 2 measurements.
Junior Subordinated Debentures
The fair value of the junior subordinated debentures issued by Boston Private Capital Trust I and Boston Private Capital Trust II were estimated using Level 3 inputs such as the interest rates on these securities, current rates for similar debt, a consideration for illiquidity of trading in the debt, and regulatory changes that would result in an unfavorable change in the regulatory capital treatment of this type of debt.
Other Financial Liabilities
Other financial liabilities consists of accrued interest payable for which the carrying amount approximates fair value and is classified as Level 2.
Financial Instruments with Off-Balance Sheet Risk
The Bank’s commitments to originate loans and for unused lines and outstanding letters of credit are primarily at market interest rates and therefore, the carrying amount approximates fair value.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
22. FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK
The Company is party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its clients. These financial instruments include commitments to originate loans, unadvanced portion of loans, unused lines of credit, standby letters of credit, commitments to sell loans, and rate locks related to loans that if originated will be held for sale. The instruments 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 particular classes of financial instruments.
The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for loan commitments and standby letters of credit is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.
Commitments to originate loans, the unadvanced portion of loans, and the unused lines of credit are agreements to lend to a client, provided 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. Since certain commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each client’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the borrower.
Standby letters of credit are conditional commitments issued by the Company to guarantee the performance by a client to a third party. The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loan facilities to clients.
Investors have recourse to the Company for the refund of premiums paid on loans sold which pay off early within the time stipulated in the sale contract. Investors have recourse to the Company on any sold loans that are deemed to have been fraudulent or misrepresented. In addition, investors would require the Company to repurchase any loan sold which has a first payment default. The Company has not repurchased any loans during the years ended December 31, 2019 and 2018.
Financial instruments with off-balance sheet risk are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2019
|
|
2018
|
|
(In thousands)
|
|
|
Commitments to originate loans
|
|
|
|
Variable rate
|
$
|
60,473
|
|
|
$
|
59,766
|
|
Fixed rate
|
63,747
|
|
|
38,332
|
|
Total commitments to originate new loans
|
$
|
124,220
|
|
|
$
|
98,098
|
|
Unadvanced portion of loans and unused lines of credit
|
$
|
1,468,782
|
|
|
$
|
1,413,737
|
|
Standby letters of credit
|
$
|
49,117
|
|
|
$
|
36,755
|
|
Forward commitments to sell loans
|
$
|
11,850
|
|
|
$
|
4,657
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
23. BOSTON PRIVATE FINANCIAL HOLDINGS, INC. (PARENT COMPANY ONLY)
Condensed Balance Sheets
|
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December 31, 2019
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December 31, 2018
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(In thousands)
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|
|
Assets:
|
|
|
|
Cash and cash equivalents
|
$
|
51,324
|
|
|
$
|
51,088
|
|
Investment in wholly-owned and majority-owned subsidiaries
|
857,062
|
|
|
802,642
|
|
|
|
|
|
|
|
|
|
Investment in partnerships and trusts
|
6,340
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|
|
6,340
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|
|
|
|
|
Other assets
|
27,453
|
|
|
36,483
|
|
Total assets
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$
|
942,179
|
|
|
$
|
896,553
|
|
Liabilities:
|
|
|
|
|
Junior subordinated debentures
|
$
|
106,363
|
|
|
$
|
106,363
|
|
Deferred income taxes
|
2,895
|
|
|
12,968
|
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Other liabilities
|
12,520
|
|
|
20,742
|
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Total liabilities
|
121,778
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|
140,073
|
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Redeemable Noncontrolling Interests (1)
|
1,383
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|
|
2,526
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Total Shareholders’ Equity
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819,018
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|
|
753,954
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Total liabilities, redeemable noncontrolling interests and shareholders’ equity
|
$
|
942,179
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|
|
$
|
896,553
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|
___________________
(1)Includes noncontrolling interests, if any, and the maximum redemption value of Redeemable noncontrolling interests.
Condensed Statements of Operations
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Year ended December 31,
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2019
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2018
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|
2017
|
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(In thousands)
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|
|
|
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Income:
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|
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Interest income
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$
|
62
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$
|
107
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|
$
|
180
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|
|
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|
|
|
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Dividends from subsidiaries
|
54,606
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|
|
45,448
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|
49,316
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|
|
|
|
|
|
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|
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Gain/(loss) on sale of affiliates
|
—
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18,142
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|
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(1,264)
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Other income
|
1,557
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|
|
59
|
|
|
193
|
|
Total income
|
56,225
|
|
|
63,756
|
|
|
48,425
|
|
Operating Expense:
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Salaries and employee benefits
|
2,106
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|
2,121
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|
4,061
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Professional fees
|
1,241
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|
|
1,381
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|
|
1,369
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Interest expense
|
4,189
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|
|
3,925
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|
|
2,919
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|
|
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Other expenses
|
2,185
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|
|
1,406
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|
|
1,424
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Total operating expense
|
9,721
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|
8,833
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|
9,773
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Income before income taxes
|
46,504
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54,923
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|
38,652
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Income tax expense/(benefit)
|
(2,639)
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|
14,628
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(6,880)
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Net income from discontinued operations
|
—
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|
|
2,002
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|
|
4,870
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Income before equity in undistributed earnings of subsidiaries
|
49,143
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|
|
42,297
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|
50,402
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Equity/(loss) in undistributed earnings of subsidiaries
|
30,885
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|
|
38,087
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(9,811)
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Net income attributable to the Company
|
$
|
80,028
|
|
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$
|
80,384
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$
|
40,591
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Condensed Statements of Cash Flows
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Year ended December 31,
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2019
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2018
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2017
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(In thousands)
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|
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|
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Cash flows from operating activities:
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Net income attributable to the Company
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$
|
80,028
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|
$
|
80,384
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$
|
40,591
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Net income from discontinued operations
|
—
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|
|
2,002
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|
4,870
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Net income from continuing operations
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80,028
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|
78,382
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|
35,721
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Adjustments to reconcile Net income from continuing operations to Net cash provided by/(used in) operating activities:
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Equity in earnings/(loss) of subsidiaries:
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(85,480)
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(83,232)
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(39,326)
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|
|
|
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|
|
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Dividends from subsidiaries:
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54,606
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|
45,448
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49,316
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|
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|
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|
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Depreciation and amortization
|
201
|
|
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(186)
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3,553
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(Gain)/loss on sale of affiliates
|
—
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|
(18,142)
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|
1,264
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Net decrease/(increase) in other operating activities
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(8,108)
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|
13,181
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(2,440)
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Net cash provided by/(used in) operating activities of continuing operations
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41,247
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|
35,451
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|
48,088
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Net cash provided by/(used in) operating activities of discontinued operations
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—
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|
2,002
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|
4,870
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Net cash provided by/(used in) operating activities
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41,247
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37,453
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52,958
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Cash flows from investing activities:
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Contingent consideration from divestitures
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4,507
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|
1,233
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—
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Capital investments in subsidiaries
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(78)
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(96)
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(54)
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Cash received from divestitures
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—
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52,981
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—
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Net cash provided by/(used in) investing activities
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4,429
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54,118
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(54)
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Cash flows from financing activities:
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Redemption of Series D preferred stock
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—
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(50,000)
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—
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Equity sales in minority-owned subsidiaries
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—
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1,021
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|
1,410
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Repurchase of common stock
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(7,193)
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(20,000)
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—
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Dividends paid to common shareholders
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(40,380)
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(40,685)
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(37,054)
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Dividends paid to preferred shareholders
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—
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(1,738)
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(3,475)
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Proceeds from stock option exercises
|
562
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|
1,661
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|
882
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Proceeds from issuance of common stock, net
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2,413
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|
434
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|
2,740
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Other equity adjustments
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(842)
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2,463
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(5,740)
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Net cash provided by/(used in) financing activities
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(45,440)
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(106,844)
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(41,237)
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Net (decrease)/increase in cash and cash equivalents
|
236
|
|
|
(15,273)
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|
11,667
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Cash and cash equivalents at beginning of year
|
51,088
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|
|
66,361
|
|
|
54,694
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Cash and cash equivalents at end of year
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$
|
51,324
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$
|
51,088
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$
|
66,361
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24. REGULATORY MATTERS
Registered Investment Advisors
The Company’s RIAs are highly regulated, primarily at the federal level by the SEC, and by state regulatory agencies. The Company has subsidiaries which are RIAs under the Investment Advisers Act of 1940. The Investment Advisers Act of 1940 imposes numerous obligations on RIAs, including fiduciary, record keeping, operational, and disclosure obligations. The subsidiaries, as investment advisers, are also subject to regulation under the federal and state securities laws and the fiduciary laws of certain states. In addition, the Company has a subsidiary which acts as a sub-adviser to mutual funds, which are registered under the Investment Company Act of 1940 and are subject to that Act’s provisions and regulations. The Company’s subsidiaries are also subject to the provisions and regulations of ERISA, to the extent any such entities act as a “fiduciary” under ERISA with respect to certain of its clients. ERISA and the related provisions of the federal tax laws impose a number of duties on persons who are fiduciaries under ERISA, and prohibit certain transactions involving the assets of each ERISA plan which is a client, as well as certain transactions by the fiduciaries and certain other related parties to such plans.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Private Banking
The Company and the Bank are subject to extensive supervision and regulation by the Federal Reserve, the FDIC, which insures the deposits of the Bank to the maximum extent permitted by law, the Massachusetts Commissioner of Banks, and the California Banking Commission. The federal and state laws and regulations which are applicable to banks regulate, among other things, the scope of their business, their investments, their reserves against deposits, the timing of the availability of deposited funds, and the nature and amount of collateral for certain loans. The laws and regulations governing the Bank generally have been promulgated to foster the safety and soundness of the Bank and protect depositors, and not for the purpose of protecting shareholders of the Company.
As of December 31, 2019, quantitative measures established by regulation to ensure capital adequacy required us to maintain minimum ratios of Common Equity Tier 1, Tier 1, and total capital (as defined in the regulations) to risk-weighted assets (as defined in the regulations) and of Tier 1 capital (as defined in the regulations) to average assets (as defined in the regulations).
The following table presents the Company’s and the Bank’s amount of regulatory capital and related ratios as of December 31, 2019 and 2018. Also presented are the minimum requirements established by the Federal Reserve and the FDIC as of those dates for the Company and the Bank, respectively, to meet applicable capital requirements and the requirements of the FDIC as of those dates for the Bank to be considered “well capitalized” under the FDIC’s prompt corrective action provisions.
The Federal Reserve and the Massachusetts Commissioner of Banks may impose higher capital ratios than those listed below based upon the results of regulatory exams. The Bank was categorized as “well capitalized” under the FDIC’s prompt corrective action provisions as of December 31, 2019 and 2018.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
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|
|
|
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|
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|
|
|
|
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|
Actual
|
|
|
|
For capital adequacy
purposes (at least)
|
|
|
|
To be well capitalized
under prompt
corrective action
provisions (at least)
|
|
|
|
Basel III
minimum
capital ratio
with capital
conservation
buffer (1)
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Equity Tier 1 risk-based capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company
|
$
|
745,926
|
|
|
11.42
|
%
|
|
$
|
293,886
|
|
|
4.5
|
%
|
|
n/a
|
|
|
n/a
|
|
|
7.0
|
%
|
Boston Private Bank
|
778,635
|
|
|
11.97
|
%
|
|
292,717
|
|
|
4.5
|
%
|
|
$
|
422,813
|
|
|
6.5
|
%
|
|
7.0
|
%
|
Tier 1 risk-based capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company
|
846,337
|
|
|
12.96
|
%
|
|
391,848
|
|
|
6.0
|
%
|
|
n/a
|
|
|
n/a
|
|
|
8.5
|
%
|
Boston Private Bank
|
778,635
|
|
|
11.97
|
%
|
|
390,289
|
|
|
6.0
|
%
|
|
520,386
|
|
|
8.0
|
%
|
|
8.5
|
%
|
Total risk-based capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company
|
919,573
|
|
|
14.08
|
%
|
|
522,464
|
|
|
8.0
|
%
|
|
n/a
|
|
|
n/a
|
|
|
10.5
|
%
|
Boston Private Bank
|
851,733
|
|
|
13.09
|
%
|
|
520,386
|
|
|
8.0
|
%
|
|
650,482
|
|
|
10.0
|
%
|
|
10.5
|
%
|
Tier 1 leverage capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company
|
846,337
|
|
|
9.77
|
%
|
|
346,398
|
|
|
4.0
|
%
|
|
n/a
|
|
|
n/a
|
|
|
4.0
|
%
|
Boston Private Bank
|
778,635
|
|
|
9.03
|
%
|
|
344,958
|
|
|
4.0
|
%
|
|
431,198
|
|
|
5.0
|
%
|
|
4.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common equity tier 1 risk-based capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company
|
$
|
702,728
|
|
|
11.40
|
%
|
|
$
|
277,275
|
|
|
4.5
|
%
|
|
n/a
|
|
n/a
|
|
|
7.0
|
%
|
Boston Private Bank
|
745,051
|
|
|
12.13
|
%
|
|
276,352
|
|
|
4.5
|
%
|
|
$
|
399,175
|
|
|
6.5
|
%
|
|
7.0
|
%
|
Tier 1 risk-based capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company
|
803,311
|
|
|
13.04
|
%
|
|
369,701
|
|
|
6.0
|
%
|
|
n/a
|
|
|
n/a
|
|
|
8.5
|
%
|
Boston Private Bank
|
745,051
|
|
|
12.13
|
%
|
|
368,469
|
|
|
6.0
|
%
|
|
491,292
|
|
|
8.0
|
%
|
|
8.5
|
%
|
Total risk-based capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company
|
879,927
|
|
|
14.28
|
%
|
|
492,934
|
|
|
8.0
|
%
|
|
n/a
|
|
|
n/a
|
|
|
10.5
|
%
|
Boston Private Bank
|
821,584
|
|
|
13.38
|
%
|
|
491,292
|
|
|
8.0
|
%
|
|
614,115
|
|
|
10.0
|
%
|
|
10.5
|
%
|
Tier 1 leverage capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company
|
803,311
|
|
|
9.54
|
%
|
|
336,648
|
|
|
4.0
|
%
|
|
n/a
|
|
|
n/a
|
|
|
4.0
|
%
|
Boston Private Bank
|
745,051
|
|
|
8.92
|
%
|
|
334,029
|
|
|
4.0
|
%
|
|
417,537
|
|
|
5.0
|
%
|
|
4.0
|
%
|
___________________
n/a - not applicable
(1) Required capital ratios under the Basel III capital rules with the fully phased-in capital conservation buffer added to the minimum risk-based capital ratios. The fully phased-in ratios are effective for 2019.
Bank regulatory authorities restrict the Bank from lending or advancing funds to, or investing in the securities, of the Company. Further, these authorities restrict the amounts available for the payment of dividends by the Bank to the Company.
The Company has sponsored the creation of two statutory trusts for the sole purpose of issuing trust preferred securities and investing the proceeds in junior subordinated debentures of the Company. In accordance with ASC 810-10-55, Consolidation - Overall - Implementation Guidance and Illustrations - Variable Interest Entities, these statutory trusts created by the Company are not consolidated into the Company’s financial statements; however, the Company reflects the amounts of junior subordinated debentures payable to the preferred stockholders of statutory trusts as debt in its financial statements. As of both December 31, 2019, and 2018, all $100.0 million of the net balance of these trust preferred securities qualified as Tier 1 capital.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
25. LITIGATION AND CONTINGENCIES
The Company is involved in routine legal proceedings occurring in the ordinary course of business. In the opinion of management, final disposition of these proceedings will not have a material adverse effect on the Consolidated Balance Sheets, Consolidated Statements of Operations, or Consolidated Statements of Cash Flows of the Company.
26. REVENUE RECOGNITION
Results for reporting periods beginning after January 1, 2018 are presented under ASC 606, Revenue from Contracts with Customers (“ASC 606”), while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under ASC 605, Revenue Recognition. Substantially all of the Company’s revenue is generated from contracts with customers. Noninterest income considered in-scope of ASC 606 is discussed below. See Part II. Item 8. “Financial Statements and Supplementary Data- Note 1: Basis of Presentation and Summary of Significant Accounting Policies for additional information on the Company's adoption of this standard.
Wealth Management and Trust Fees
Wealth management and trust fees are earned for providing investment management, wealth management, retirement plan advisory, family office, financial planning, trust services, and other financial advisory services to clients. The Company’s performance obligation under these contracts is satisfied over time as the services are provided. Fees are recognized monthly based on the average monthly, beginning-of-quarter, or, for a small number of clients, end-of-quarter market value of the AUM and the applicable fee rate, depending on the terms of the contracts. Fees are also recognized monthly based either on a fixed fee amount or are based on the quarter-end (in arrears) market value of the AUM and the applicable fee rate (“asset based fees”), depending on the terms of the contracts. No performance based incentives are earned on wealth management contracts. Receivables are recorded on the Consolidated Balance Sheets in the Fees receivable line item. Deferred revenues of $6.5 million and $7.0 million as of December 31, 2019 and 2018, respectively, are recorded on the Consolidated Balance Sheets within the Other liabilities line item.
Trust fees are earned when the Company is appointed as trustee for clients. As trustee, the Company administers the client’s trust and manages the assets of the trust including investments and property. The Company’s performance obligation under these agreements is satisfied over time as the administration and management services are provided. Fees are recognized monthly or, in certain circumstances, quarterly based on a percentage of the market value of the account as outlined in the agreement. Payment frequency is defined in the individual contracts which primarily stipulate monthly in arrears. No performance based incentives are earned on trust fee contracts. Receivables are recorded on the Consolidated Balance Sheets in the Fees receivable line item.
Investment Management Fees
Investment management fees are earned for the management of a series of accounts and funds in which clients invest directly, acting as a sub-advisor to larger investment management companies, or private client account management. The Company’s performance obligation is satisfied over time and the resulting fees are recognized monthly, based upon either the beginning-of-quarter (in advance) or quarter-end (in arrears) market value of the AUM and the applicable fee rate, depending on the terms of the contract. Payment is generally received a few days after month end through a direct charge to customers’ accounts. The Company may earn performance-based incentives on certain contracts. Receivables are recorded on the Consolidated Balance Sheets in the Fees receivable line item.
Other Banking Fee Income
The Bank charges a variety of fees to its clients for services provided on the deposit and deposit management related accounts. Each fee is either transaction-based or assessed monthly. The types of fees include service charges on accounts, overdraft fees, maintenance fees, ATM fee charges, credit card charges, and other miscellaneous charges related to the accounts. These fees are not governed by individual contracts with clients. They are charges to clients based on disclosures presented to clients upon opening these accounts along with updated disclosures when changes are made to the fee structures. The transaction-based fees are recognized in revenue when charged to the client based on specific activity on the client’s account. Monthly service/maintenance charges are recognized in the month they are earned and are charged directly to the client’s account.
The Bank also charges fees for treasury activities such as swap fees and foreign exchange fees for clients with a banking relationship. These fees are recorded when earned via completion of the transaction for the client. The completion of the transaction is deemed to be the performance obligation of the transaction. The related revenue is recorded through a direct charge to the client’s account. There are no individual agreements or contracts with clients relating to foreign exchange fees as they are governed by client disclosure statements and the Bank’s internal policies and procedures.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The following table presents the fee income considered in-scope of ASC 606 by contracts with customers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
|
(In thousands)
|
|
|
|
|
Fees and other income:
|
|
|
|
|
|
Wealth management and trust fees
|
$
|
75,757
|
|
|
$
|
99,818
|
|
|
$
|
97,921
|
|
Investment management fees
|
10,155
|
|
|
21,728
|
|
|
45,515
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income
|
2,813
|
|
|
3,910
|
|
|
3,566
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue from contracts with customers
|
88,725
|
|
|
125,456
|
|
|
147,002
|
|
Non-interest income within the scope of other GAAP topics
|
12,822
|
|
|
24,541
|
|
|
6,964
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-interest income
|
$
|
101,547
|
|
|
$
|
149,997
|
|
|
$
|
153,966
|
|
27. SELECTED QUARTERLY DATA (UNAUDITED)
The following tables present selected quarterly financial data for 2019 and 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2019 (1)
|
|
|
|
|
|
|
|
Q4
|
|
Q3
|
|
Q2
|
|
Q1
|
|
(In thousands, except per share data)
|
|
|
|
|
|
|
Net interest income
|
$
|
56,125
|
|
|
$
|
56,153
|
|
|
$
|
57,460
|
|
|
$
|
58,338
|
|
Fees and other income
|
26,793
|
|
|
25,126
|
|
|
24,380
|
|
|
25,248
|
|
Total revenues
|
82,918
|
|
|
81,279
|
|
|
81,840
|
|
|
83,586
|
|
Provision/(credit) for loan losses
|
(3,668)
|
|
|
167
|
|
|
1,363
|
|
|
(1,426)
|
|
Operating expense
|
58,457
|
|
|
55,537
|
|
|
55,659
|
|
|
60,553
|
|
Income before income taxes
|
28,129
|
|
|
25,575
|
|
|
24,818
|
|
|
24,459
|
|
Income tax expense
|
6,788
|
|
|
5,517
|
|
|
5,369
|
|
|
4,917
|
|
|
|
|
|
|
|
|
|
Less: Net income attributable to noncontrolling interests
|
97
|
|
|
96
|
|
|
69
|
|
|
100
|
|
Net income attributable to the Company
|
$
|
21,244
|
|
|
$
|
19,962
|
|
|
$
|
19,380
|
|
|
$
|
19,442
|
|
Net earnings per share attributable to common shareholders:
|
|
|
|
|
|
|
|
Basic earnings per share (2)
|
$
|
0.26
|
|
|
$
|
0.24
|
|
|
$
|
0.22
|
|
|
$
|
0.25
|
|
Diluted earnings per share (2)
|
$
|
0.26
|
|
|
$
|
0.24
|
|
|
$
|
0.22
|
|
|
$
|
0.25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2018 (1)
|
|
|
|
|
|
|
|
Q4
|
|
Q3
|
|
Q2
|
|
Q1
|
|
(In thousands, except per share data)
|
|
|
|
|
|
|
Net interest income
|
$
|
59,997
|
|
|
$
|
59,641
|
|
|
$
|
57,545
|
|
|
$
|
57,383
|
|
Fees and other income
|
45,845
|
|
|
32,314
|
|
|
32,095
|
|
|
39,743
|
|
Total revenues
|
105,842
|
|
|
91,955
|
|
|
89,640
|
|
|
97,126
|
|
Provision/(credit) for loan losses
|
93
|
|
|
(949)
|
|
|
453
|
|
|
(1,795)
|
|
Operating expense
|
63,557
|
|
|
68,557
|
|
|
64,384
|
|
|
70,857
|
|
Income before income taxes
|
42,192
|
|
|
24,347
|
|
|
24,803
|
|
|
28,064
|
|
Income tax expense
|
8,651
|
|
|
5,461
|
|
|
17,399
|
|
|
6,026
|
|
Net income/(loss) from discontinued operations
|
306
|
|
|
—
|
|
|
(2)
|
|
|
1,698
|
|
Less: Net income/(loss) attributable to noncontrolling interests
|
545
|
|
|
924
|
|
|
968
|
|
|
1,050
|
|
Net income attributable to the Company
|
$
|
33,302
|
|
|
$
|
17,962
|
|
|
$
|
6,434
|
|
|
$
|
22,686
|
|
Net earnings per share attributable to common shareholders:
|
|
|
|
|
|
|
|
Basic earnings per share (2)
|
$
|
0.43
|
|
|
$
|
0.20
|
|
|
$
|
0.03
|
|
|
$
|
0.27
|
|
Diluted earnings per share (2)
|
$
|
0.42
|
|
|
$
|
0.20
|
|
|
$
|
0.03
|
|
|
$
|
0.27
|
|
___________________
(1)Due to rounding, the sum of the four quarters may not add up to the year to date total.
(2)Includes the effect of adjustments to Net income attributable to the Company to arrive at Net income attributable to common shareholders.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders
Boston Private Financial Holdings, Inc.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Boston Private Financial Holdings, Inc. and subsidiaries (the Company) as of December 31, 2019 and 2018, the related consolidated statements of operations, comprehensive income, changes in shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2019, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2019, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 28, 2020 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgment. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Assessment of the allowance for loan losses on loans collectively evaluated for impairment
As discussed in Notes 1 and 6 to the consolidated financial statements, the Company’s allowance for loan losses related to loans collectively evaluated for impairment (ALL) was $71.7 million of a total allowance for loan losses of $72.0 million as of December 31, 2019. The ALL consisted of a general reserve on pass graded loans and allocated reserves on non-impaired special mention and substandard loans. The Company estimated the ALL for the general reserve on pass graded loans using a historical loss methodology that calculates the estimated net loss percentages based on the Company’s actual historical net charge-offs, a historical observation period, loss emergence period and loan grades for commercial loans. In addition, qualitative adjustments are made to the estimated net loss percentages to arrive at a total loss factor for each portfolio segment. The allocated reserves for non-impaired special mention and substandard loans are estimated as a multiple of the general reserve for each respective portfolio segment, with a greater multiple for loans with increased risk (i.e., substandard loans versus special mention loans).
We identified the assessment of the ALL as a critical audit matter because it involved significant measurement uncertainty requiring complex auditor judgment and knowledge and experience in the industry. This assessment encompassed the evaluation of the ALL methodology, inclusive of the methodologies used to estimate (1) the estimated net loss percentages and their key factors and assumptions, including the historical observation period, the
loss emergence period, how loans with similar characteristics are pooled, and the loan grades for commercial loans (2) the qualitative adjustments and (3) the multiple applied to the general reserve to determine the allocated reserves for non-impaired special mention and substandard loans.
The primary procedures we performed to address the critical audit matter included the following. We tested certain internal controls over the Company’s ALL process, including the controls related to the (1) development of the ALL methodology, including key assumptions and the multiple of the general reserves applied to non-impaired special mention and substandard loans, (2) determination of the qualitative adjustments, and (3) periodic testing of commercial loan grades. We tested the relevance of sources of internal and external data and key factors and assumptions, including the historical observation period, by evaluating (1) if loss data in the historical observation period is representative of the credit characteristics of the current portfolio and (2) the sufficiency of loss data within the historical observation period. We tested the observable loss data used in the loss emergence period assumption. We tested the qualitative adjustment framework and related adjustments by evaluating the trend in the ALL, including qualitative adjustments, for consistency with trends in the loan portfolio and credit performance.
We involved credit risk professionals with specialized industry knowledge and experience, who assisted in evaluating:
•the Company’s ALL methodology for compliance with U.S. generally accepted accounting principles.
•the pooling of loans with similar characteristics by assessing the relevant characteristics of the loan portfolio;
•the methodology used to develop the loss emergence period assumption;
•the length of the historical observation period;
•the multiple of the general reserves applied to non-impaired special mention and substandard loans;
•the maximum qualitative adjustment based on the highest annual historical net charge-off rate throughout the historical observation period;
•the metrics, including relevance of sources of data and assumptions, used to allocate the qualitative adjustments;
•the determination of each qualitative adjustment;
•the framework used to develop the resulting qualitative adjustments and the effect of those adjustments on the ALL compared with relevant credit risk factors and credit trends; and
•the loan grades for a sample of individual commercial loans.
/s/ KPMG LLP
We have served as the Company’s auditor since 1987.
Boston, Massachusetts
February 28, 2020
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders
Boston Private Financial Holdings, Inc.:
Opinion on Internal Control Over Financial Reporting
We have audited Boston Private Financial Holdings, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2019 and 2018, the related consolidated statements of operations, comprehensive income, changes in shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2019, and the related notes (collectively, the consolidated financial statements), and our report dated February 28, 2020 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
Boston, Massachusetts
February 28, 2020