NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Corporate Structure and Nature of Operations; Conversion and Reorganization; Basis of Presentation
Corporate Structure and Nature of Operations
Eastern Bankshares, Inc., a Massachusetts corporation (the “Company”), is a bank holding company. Through its wholly-owned subsidiaries, Eastern Bank (the “Bank”) and Eastern Insurance Group LLC, the Company provides a variety of banking, trust and investment services, and insurance services, through its full-service bank branches and insurance offices, located primarily in Eastern Massachusetts, southern and coastal New Hampshire and Rhode Island. Eastern Insurance Group LLC is a wholly-owned subsidiary of the Bank.
The activities of the Company are subject to the regulatory supervision of the board of governors of the Federal Reserve system (“Federal Reserve”). The activities of the Bank are subject to the regulatory supervision of the Federal Deposit Insurance Corporation (“FDIC”) and the Consumer Financial Protection Bureau (“CFPB”). The Company and the activities of the Bank are also subject to various Massachusetts and New Hampshire business and banking regulations.
Conversion and Reorganization
Pursuant to a Plan of Conversion (the “Plan”), Eastern Bank Corporation, the predecessor of the Company, reorganized from a mutual holding company into a publicly traded stock form of organization on October 14, 2020. In connection with the reorganization, Eastern Bank Corporation transferred to the Company 100% of Eastern Bank’s common stock, and immediately thereafter merged into the Company.
Pursuant to the Plan, the Company sold 179,287,828 shares of common stock in a public offering at $10.00 per share, including 14,940,652 shares of common stock purchased by the Bank’s employee stock ownership plan (the “ESOP”), for gross offering proceeds of approximately $1,792,878,000. The Company completed the offering on October 14, 2020. Effective as of October 15, 2020, the Company donated 7,470,326 shares of common stock to the Eastern Bank Charitable Foundation (the “Foundation”). A total of 186,758,154 shares of common stock of the Company were issued and outstanding immediately after the donation to the Foundation. The purchase of common stock by the ESOP was financed by a loan from the Company.
Pursuant to the Plan, eligible account holders have received an interest in a liquidation account maintained by the Company in an amount equal to (i) Eastern Bank Corporation’s ownership interest in the Bank’s total shareholders’ equity as of March 31, 2020, the date of the latest statement of financial position included in the latest prospectus filed with the U.S. Securities and Exchange Commission (“SEC”) for the Company's initial public offering (“IPO”), plus (ii) the value of the net assets of Eastern Bank Corporation as of March 31, 2020 (excluding its ownership of Eastern Bank). Also pursuant to the Plan, a parallel liquidation account maintained at the Bank was established to support the Company’s liquidation account in the event the Company does not have sufficient assets to fund its obligations under its liquidation account. The Company and the Bank will hold the liquidation accounts for the benefit of eligible account holders who continue to maintain deposits in the Bank. The Company is not permitted to pay dividends on its capital stock if the shareholders’ equity of the Company would be reduced below the amount of the liquidation account. The liquidation account will be reduced annually to the extent that eligible account holders have reduced their qualifying deposits. Subsequent increases will not restore an eligible account holder’s interest in the liquidation accounts. In the event of a complete liquidation of the Bank, and only in such event, each account holder will be entitled to receive a distribution from the liquidation account in an amount proportionate to the adjusted qualifying account balances then held.
Basis of Presentation
The Company’s Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) as set forth by the Financial Accounting Standards Board (“FASB”) and its Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) as well as the rules and interpretive releases of the SEC under the authority of federal securities laws.
The Consolidated Financial Statements include the accounts of the Company, its wholly-owned subsidiaries, and entities in which it holds a controlling financial interest through being the primary beneficiary or through holding a majority of the voting interest. All intercompany accounts and transactions have been eliminated in consolidation.
Certain previously reported amounts have been reclassified to conform to the current year's presentation.
2. Summary of Significant Accounting Policies
Use of Estimates
In preparing the Consolidated Financial Statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheets and income and expenses for the periods reported. Actual results could differ from those estimates based on changing conditions, including economic conditions and future events. Material estimates that are particularly susceptible to change relate to the determination of the allowance for loan losses, valuation and fair value measurements, other-than-temporary impairment on investment securities, the liabilities for benefit obligations (particularly pensions), the provision for income taxes and impairment of goodwill and other intangibles.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand and amounts due from banks, federal funds sold, and other short-term investments including restricted cash pledged, all of which have an original maturity of 90 days or less. Cash and cash equivalents includes $49.2 million and $22.2 million of restricted cash pledged as collateral at December 31, 2020 and 2019, respectively, which for purposes of the Company’s consolidated statements of cash flows, is included in cash, cash equivalents and restricted cash.
Securities
Debt securities are classified at the time of purchase as either “trading,” “available for sale” or “held to maturity.” Equity securities are measured at fair value with changes in the fair value recognized through net income. Debt securities that are bought and held principally for the purpose of resale in the near terms are classified as trading securities and recorded at fair value, with subsequent changes in fair value included in net income. Debt securities that the Company has the positive intent and the ability to hold to maturity are classified as held to maturity securities and recorded at amortized cost.
Debt securities not classified as either trading or held to maturity are classified as available for sale and recorded at fair value, with changes in fair value excluded from net income and reported in other comprehensive income, net of related tax. Amortization of premiums and accretion of discounts are computed using the effective interest rate method.
Management evaluates impaired securities for other-than-temporary impairment (“OTTI”) at least on a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. Consideration is given to the length of time and the extent to which the fair value has been less than cost, current market conditions, the financial condition and near-term prospects of the issuer, performance of collateral underlying the securities, the ratings of the individual securities, the interest rate environment, the Company’s intent to sell the security or whether it is more likely than not that the Company will be required to sell the debt security before its anticipated recovery, as well as other qualitative factors.
If a decline in fair value below the amortized cost basis of an investment is judged to be other than temporary, the investment is written down to fair value. The portion of the impairment related to credit losses is included in net income, and the portion of the impairment related to other factors is included in other comprehensive income. Gains and losses on sales of securities are recognized at the time of sale on the specific-identification basis.
Loans
Loans are reported at their principal amount outstanding, net of deferred loan fees and any unearned discount or unamortized premium for acquired loans. Unearned discount and unamortized premium are accreted and amortized, respectively, to interest and dividend income on a basis that results in level rates of return over the terms of the loans. For originated loans, origination fees and related direct incremental origination costs are offset, and the resulting net amount is deferred and amortized over the life of the related loans using the interest method, assuming a certain level of prepayments. When loans are sold or repaid, the unamortized fees and costs are recorded to interest and dividend income. Interest income on loans is accrued based upon the daily principal amount outstanding except for loans on non-accrual status. For acquired loans with no signs of credit deterioration at acquisition, interest income is also accrued based upon the daily principal amount outstanding, adjusted further by the accretion of any discount or amortization of any premium associated with the loan.
Non-performing Loans (“NPLs”)
Non-accrual Loans
Interest accruals are generally discontinued when management has determined that the borrower may be unable to meet contractual obligations and/or when loans are 90 days or more past due. Exceptions may be made if management believes that collateral held by the Company is clearly sufficient and in full satisfaction of both principal and interest or the loan is accounted for as a purchased credit-impaired loan. When a loan is placed on non-accrual, all interest previously accrued but not collected is reversed against current period income and amortization of deferred loan fees is discontinued. Interest received on non-accrual loans is either applied against principal or reported as income according to management’s judgment as to the collectability of principal. Non-accrual loans may be returned to an accrual status when principal and interest payments are no longer delinquent, and the risk characteristics of the loan have improved to the extent that there no longer exists a concern as to the collectability of principal and interest. Loans are considered past due based upon the number of days delinquent according to their contractual terms. Non-accrual loans and loans that are more than 90 days past due but still accruing interest are considered NPLs.
Impaired Loans
Impaired loans consist of all loans for which management has determined it is probable the Company will be unable to collect all amounts due according to the contractual terms of the loan agreements. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. The Company measures impairment of loans using a discounted cash flow method, the loan’s observable market price, or the fair value of the collateral if the loan is collateral dependent.
Troubled Debt Restructured (“TDR”) Loans
In cases where a borrower experiences financial difficulties and the Company makes certain concessionary modifications to contractual terms, the loan is classified as a TDR. Modifications may include adjustments to interest rates, extensions of maturity, consumer loans where the borrower’s obligations have been effectively discharged through Chapter 7 bankruptcy and the borrower has not reaffirmed the debt to the Company, and other actions intended to minimize economic loss and avoid foreclosure or repossession of collateral. All TDR loans are considered impaired and therefore are subject to a specific review for impairment loss. The impairment analysis discounts the present value of the anticipated cash flows by the loan’s contractual rate of interest in effect prior to the loan’s modification or the fair value of collateral if the loan is collateral dependent. The amount of impairment loss, if any, is recorded as a specific loss allocation to each individual loan in the allowance for loan losses. Commercial loans (commercial and industrial, commercial real estate, commercial construction, and business banking loans) and residential loans that have been classified as TDRs and which subsequently default are reviewed to determine if the loan should be deemed collateral dependent. In such an instance, any shortfall between the value of the collateral and the book value of the loan is determined by measuring the recorded investment in the loan against the fair value of the collateral less costs to sell.
The Company’s policy is to retain any restructured loans, which are on non-accrual status prior to being modified, on non-accrual status for approximately six months subsequent to being modified before the Company considers its return to accrual status. If the restructured loan is on accrual status prior to being modified, the Company reviews it to determine if the modified loan should remain on accrual status.
Purchased Credit-impaired (“PCI”) Loans
At acquisition, loans that have evidence of deterioration in credit quality since origination and for which it is probable that all contractually required payments will not be collected are initially recorded at fair value with no valuation allowance. Such loans are deemed to be PCI loans. Under the accounting model for PCI loans, the excess of cash flows expected to be collected over the carrying amount of the loans, referred to as the “accretable yield,” is accreted into interest income over the life of the loans using the effective yield method. Accordingly, PCI loans are not subject to classification as non-accrual in the same manner as originated loans. Rather, acquired loans are considered to be accruing loans because their interest income relates to the accretable yield recognized and not to contractual interest payments at the loan level. The difference between contractually required principal and interest payments and the cash flows expected to be collected, referred to as the “non-accretable difference,” includes estimates of both the impact of prepayments and future credit losses expected to be incurred over the life of the loans.
The estimate of cash flows expected to be collected is regularly re-assessed subsequent to acquisition. These re-assessments involve updates, as necessary, of the key assumptions and estimates used in the initial estimate of fair value. Generally speaking, expected cash flows are affected by:
•Changes in the expected principal and interest payments over the estimated life – Changes in expected cash flows may be driven by the credit outlook and actions taken with borrowers. Changes in expected future cash flows resulting from loan modifications are included in the assessment of expected cash flows.
•Change in prepayment assumptions – Prepayments affect the estimated life of the loans, which may change the amount of interest income expected to be collected.
•Change in interest rate indices for variable rate loans – Expected future cash flows are based, as applicable, on the variable rates in effect at the time of the assessment of expected cash flows.
A decrease in expected cash flows in subsequent periods may indicate that the loan is impaired which would require the establishment of an allowance for loan losses by a charge to the provision for loan losses. An increase in expected cash flows in subsequent periods serves, first, to reduce any previously established allowance for loan losses by the increase in the present value of cash flows expected to be collected, and results in a recalculation of the amount of accretable yield for the loan. The adjustment of accretable yield due to an increase in expected cash flows is accounted for as a change in estimate. The additional cash flows expected to be collected are reclassified from the non-accretable difference to the accretable yield, and the amount of periodic accretion is adjusted accordingly over the remaining life of the loans.
A PCI loan may be resolved either through receipt of payment (in full or in part) from the borrower, the sale of the loan to a third party, or foreclosure of the collateral. For PCI loans accounted for on an individual loan basis and resolved directly with the borrower, any amount received from resolution in excess of the carrying amount of the loan is recognized and reported within interest income.
A refinancing or modification of a PCI loan accounted for individually is assessed to determine whether the modification represents a TDR. If the loan is considered to be a TDR, it will be included in the total impaired loans reported by the Company. The loan will continue to recognize interest income based upon the excess of cash flows expected to be collected over the carrying amount of the loan.
Allowance for Loan Losses
The allowance for loan losses is established to provide for probable losses incurred in the Company’s loan portfolio at the balance sheet date and is established through a provision for loan losses charged to net income. The allowance is based on management’s assessment of many factors, including the risk characteristics of the loan portfolio, current economic conditions, and trends in loan delinquencies and charge-offs. Charge-offs, net of recoveries, are charged directly to the allowance. Commercial and residential loans are charged-off in the period in which they are deemed uncollectible. Delinquent loans in these product types are subject to ongoing review and analysis to determine if a charge-off in the current period is appropriate. For consumer finance loans, policies and procedures exist that require charge-off consideration upon a certain triggering event depending on the product type. Charge-off triggers include: 120 days delinquent for automobile, home equity, and other consumer loans with the exception of cash reserve loans for which the trigger is 150 days delinquent; death of the borrower; or Chapter 7 bankruptcy. In addition to those events, the charge-off determination includes other loan quality indicators, such as collateral position and adequacy or the presence of other repayment sources.
The allowance for loan losses is evaluated on a regular basis by management. While management uses current information in establishing the allowance for losses, future adjustments to the allowance may be necessary if economic conditions or conditions relative to borrowers differ substantially from the assumptions used in making the evaluation. Management uses a methodology to systematically estimate the amount of loss incurred in the portfolio. The Company’s commercial real estate, commercial and industrial, commercial construction and business banking loans are evaluated using a loan rating system, historical losses and other factors which form the basis for estimating incurred losses. Homogeneous populations of loans, including residential mortgages and consumer loans, are analyzed as groups taking into account delinquency ratios, historical loss experience and charge-offs.
The allowance consists of specific and general components. The specific component consists of reserves for impaired loans (defined as those where management has determined it is probable it will not collect all payments when due), typically classified as either doubtful or substandard. For impaired loans, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the loan is lower than the carrying value of the loan. The general component covers non-impaired, non-classified loans and is based on the Company’s historical loss experience adjusted for qualitative factors, including internal infrastructure factors, external macroeconomic factors, internal portfolio factors and external industry data, all customized to loan pools that include loans with similar characteristics.
In the ordinary course of business, the Company enters into commitments to extend credit and standby letters of credit. Such financial instruments are recorded in the financial statements when they become payable. The credit risk associated with these commitments is evaluated in a manner similar to the allowance for loan losses. The reserve for unfunded lending commitments is included in other liabilities in the balance sheet.
Additionally, various regulatory agencies, as an integral part of the Company’s examination process, periodically assess the appropriateness of the allowance for loan losses and may require the Company to increase its provision for loan losses or recognize further loan charge-offs, in accordance with GAAP.
Mortgage Banking Activities
Mortgage loans held for sale to the secondary market are carried at the lower of cost or estimated market value on an individual loan basis. The Company enters into commitments to fund residential mortgage loans with an offsetting forward commitment to sell them in the secondary markets in order to mitigate interest rate risk. Gains or losses on sales of mortgage loans are recognized in the consolidated statements of income at the time of sale. Interest income is recognized on loans held for sale between the time the loan is funded and the loan is sold. Direct loan origination costs and fees are deferred upon origination and are recognized in the consolidated statements of income on the date of sale.
Other Real Estate Owned
OREO consists of properties and other assets acquired through foreclosure proceedings or acceptance of a deed in lieu of foreclosure. OREO is recorded in other assets in consolidated balance sheets, on an individual asset basis at the lower of cost or fair value, less estimated selling costs. The Company relies primarily on third-party valuation information from certified appraisers and values are generally based upon recent appraisals of the underlying collateral, brokers’ opinions based upon recent sales of comparable properties, estimated equipment auction or liquidation values, income capitalization, or a combination of income capitalization and comparable sales. As of December 31, 2020 and 2019, the Company’s OREO was immaterial.
Federal Home Loan Bank Stock
The Company, as a member of the Federal Home Loan Bank ("FHLB") of Boston, is required to maintain an investment in capital stock of the FHLB. Based on redemption provisions, the stock has no quoted market value and is carried at cost.
Premises and Equipment
Land is carried at cost. Buildings, leasehold improvements and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. Leasehold improvements are amortized over the shorter of the lease terms or the estimated lives of the improvements. Expected lease terms include lease options to the extent that the exercise of such options is reasonably assured.
Banking premises and equipment held for sale are carried at the lower of cost or estimated fair value, less estimated costs to sell.
Goodwill and Other Intangible Assets
Acquisitions of businesses are accounted for using the acquisition method of accounting. Accordingly, the net assets of the companies acquired are recorded at their fair values at the date of acquisition. Goodwill represents the excess of purchase price over the fair value of net assets acquired. Other intangible assets represent acquired assets that lack physical substance but can be distinguished from goodwill because of contractual or other legal rights, or because the asset is capable of being sold or exchanged either on its own, or in combination with a related contract, asset, or liability.
The Company evaluates goodwill for impairment at least annually, during the third quarter, or more often if warranted, using a quantitative impairment approach. The quantitative impairment test compares the book value to the fair value of each reporting unit. If the book value exceeds the fair value, an impairment is charged to net income. Management has identified two reporting units for purposes of testing goodwill for impairment: the banking business and the insurance agency business.
Other intangible assets, all of which are definite-lived, are stated at cost less accumulated amortization. The Company evaluates other intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be fully recovered. The Company considers factors including, but not limited to, changes in legal factors and business climate that could affect the value of the intangible asset. Any impairment losses are charged to net income. The Company amortizes other intangible assets over their respective estimated useful lives. The estimated useful lives
of core deposit identifiable intangible assets fall within a range of seven to ten years and the estimated useful life of customer lists from insurance agency acquisitions is ten years. The estimated useful life of non-compete agreements resulting from insurance agency acquisitions are dependent upon the terms of the agreement. The Company reassesses the useful lives of other intangible assets at least annually, or more frequently based on specific events or changes in circumstances.
Retirement Plans
The Company provides benefits to its employees and executive officers through various retirement plans, including a defined benefit plan, a defined benefit supplemental executive retirement plan, a defined contribution plan, a benefit equalization plan, and an outside directors’ retainer continuance plan.
Effective November 1, 2020, the defined benefit plan and the benefit equalization plan were amended to convert the plans from a traditional final average earnings plan design to a cash balance plan design. Benefits earned under the final average earnings plan design were frozen at October 31, 2020. Starting November 1, 2020, future benefits are earned under the cash balance plan design.
The defined benefit plan benefits are provided through membership in the Savings Banks Employees’ Retirement Association (“SBERA”). The plan is a noncontributory, defined benefit plan (“Defined Benefit Plan”). Under the final average earnings plan design, benefits became fully vested after three years of eligible service for individuals employed on or before October 31, 1989. For individuals employed subsequent to October 31, 1989 and who were already in the Defined Benefit Plan as of November 1, 2020, benefits became fully vested after five years of eligible service. Under the cash balance plan design and for employees who were not already in the Defined Benefit Plan as of November 1, 2020, benefits become fully vested after three years of eligible service. The annual contribution to the Defined Benefit Plan is based upon standards established by the Pension Protection Act. The contribution is based on an actuarial method intended to provide not only for benefits attributable to service to date, but also for those expected to be earned in the future.
The Company also has an unfunded Defined Benefit Supplemental Executive Retirement Plan (“DB SERP”) that provides certain retired and currently employed officers with defined pension benefits in excess of qualified plan limits imposed by U.S. federal tax law. The DB SERP has a plan year end of December 31.
The Company also has an unfunded Benefit Equalization Plan (“BEP”) to provide retirement benefits to certain employees whose retirement benefits under the Defined Benefit Plan are limited per the Internal Revenue Code. The BEP has a plan year end of October 31.
The Company also has an unfunded Outside Directors’ Retainer Continuance Plan (“ODRCP”) that provides pension benefits to outside directors who retire from service. The Outside Directors’ Retainer Continuance Plan has a plan year end of December 31. Effective December 31, 2020, the Company closed the ODRCP to new participants and froze benefit accruals for active participants.
Plan assets are invested in various investment funds and held at fair value which generally represents observable market prices. Pension liability is determined based on the actuarial cost method factoring in assumptions such as salary increases, expected retirement date, mortality rate, and employee turnover. The actuarial cost method used to compute the pension liabilities and related expense is the projected unit credit method. The projected benefit obligation is principally determined based on the present value of the projected benefit distributions at an assumed discount rate (which is the rate at which the projected benefit obligation could be effectively settled as of the measurement date). The discount rate which is utilized is determined using the spot rate approach whereby the individual spot rates on the Financial Times and Stock Exchange (“FTSE”) above-median yield curve are applied to each corresponding year’s projected cash flow used to measure the respective plan’s service cost and interest cost. Periodic pension expense (or income) includes service costs, interest costs based on the assumed discount rate, the expected return on plan assets, if applicable, based on the market value of assets and amortization of actuarial gains and losses. Net period benefit cost excluding service cost is included within other noninterest expense in the consolidated statements of income. Service cost for all plans except the ODRCP is included in salaries and employee benefits in the consolidated statements of income. Service cost for the ODRCP is included in professional services in the consolidated statements of income. The amortization of actuarial gains and losses for the DB SERP and ODRCP is determined using the 10% corridor minimum amortization approach and is taken over the average remaining future service of the plan participants for the ODRCP, and over the average remaining future life expectancy of plan participants for the DB SERP. The amortization of actuarial gains and losses for the Defined Benefit Plan and BEP is determined without using the 10% corridor minimum amortization approach and is taken over the average remaining future service of the plan participants. The overfunded or underfunded status of the plans is recorded as an asset or liability on the consolidated balance sheets, with changes in that status recognized through other comprehensive income, net of related taxes. Funded status represents the difference between the projected benefit obligation of the plan and the market value of the plan’s assets.
Employee Tax Deferred Incentive Plan
The Company has an employee tax deferred incentive plan (“401(k)”) under which the Company makes voluntary contributions within certain limitations. All employees who meet specified age and length of service requirements are eligible to participate in the 401(k) plan. The amount contributed by the Company is included in salaries and employee benefits expense.
Defined Contribution Supplemental Executive Retirement Plan
The Company has a defined contribution supplemental executive retirement plan (“DC SERP”), which allows certain senior officers to earn benefits calculated as a percentage of their compensation. The participant benefits are adjusted based upon a deemed investment performance of measurement funds selected by the participant. These measurement funds are for tracking purposes and are used only to track the performance of a mutual fund, market index, savings instrument, or other designated investment or portfolio of investments.
Deferred Compensation
The Company sponsors three plans which allow for elective compensation deferrals by directors, former trustees, and certain senior-level employees. Each plan allows its participants to designate deemed investments for deferred amounts from certain options which include diversified choices, such as exchange traded funds and mutual funds. Portfolios with various risk profiles are available to participants with the approval of the Compensation Committee. The Company purchases and sells investments which track the deemed investment choices, so that it has available funds to meet its payment liabilities. Deferred amounts, adjusted for deemed investment performance, are paid at the time of a participant designated date or event, such as separation from service, death, or disability. The total amounts due to participants under these plans are included in other liabilities on the Company’s consolidated balance sheets.
Employee Stock Ownership Plan (“ESOP”)
ESOP shares are shown as a reduction of equity and are presented in the consolidated statements of shareholders’ equity as unallocated common stock held by ESOP. Compensation expense for the Company’s ESOP is recorded at an amount equal to the shares committed to be allocated by the ESOP multiplied by the average fair market value of the shares during the year. The Company recognizes compensation expense ratably over the year based upon the Company’s estimate of the number of shares committed to be allocated by the ESOP. When the shares are released, unallocated common stock held by ESOP is reduced by the cost of the ESOP shares released and the difference between the average fair market value and the cost of the shares committed to be allocated by the ESOP is recorded as an adjustment to additional paid-in capital. The loan receivable from the ESOP is not reported as an asset nor is the Company’s guarantee to fund the ESOP reported as a liability on the Company’s consolidated balance sheet.
Variable Interest Entities (“VIE”) and Voting Interest Entities (“VOE”)
The Company is involved in the normal course of business with various types of special purpose entities, some of which meet the definition for VIEs and VOEs.
VIEs are entities that possess any of the following characteristics: 1) the total equity investment at risk is insufficient to permit the legal entity to finance its activities without additional subordinated financial support from other parties; 2) as a group, the holders of the equity investment at risk lack any of the characteristics of a controlling financial interest; or 3) the equity investors’ voting rights are not proportional to the economics, and substantially all of the activities of the entity either involve or are conducted on behalf of an investor that has disproportionately few voting rights. The Company consolidates entities deemed to be VIEs when it, or a wholly-owned subsidiary, is determined to be the primary beneficiary. The primary beneficiary analysis is a qualitative analysis based on power and economics. An enterprise has a controlling financial interest in a VIE if it has both 1) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and 2) the obligation to absorb losses of the VIE that potentially could be significant to the VIE or the right to receive benefits from the VIE that potentially could be significant to the VIE.
VOEs are entities in which the total equity investment at risk is sufficient to enable the entity to finance itself independently and provides the equity holders with the obligation to absorb losses, the right to receive residual returns and the right to make decisions about the entity’s activities. The Company generally consolidates VOEs when it, or a wholly-owned subsidiary, holds the majority of the voting interest in the VOE.
Rabbi Trusts
The Company established rabbi trusts to meet its obligations under certain executive non-qualified retirement benefits and deferred compensation plans and to mitigate the expense volatility of the aforementioned retirement plans. The rabbi trusts are considered VIEs as the equity investment at risk is insufficient to permit the trust to finance its activities without
additional subordinated financial support from the Company. The Company is considered the primary beneficiary of the rabbi trusts as it has the power to direct the activities of the rabbi trusts that significantly affect the rabbi trust’s economic performance and it has the obligation to absorb losses of the rabbi trusts that could potentially be significant to the rabbi trusts by virtue of its contingent call options on the rabbi trust’s assets in the event of the Company’s bankruptcy. As the primary beneficiary of these VIEs, the Company consolidates the rabbi trust investments. In general, the rabbi trust investments and any earnings received thereon are accumulated, reinvested and used exclusively for trust purposes. These rabbi trust investments consist primarily of cash and cash equivalents, U.S. government agency obligations, equity securities, mutual funds and other exchange-traded funds, and are recorded at fair value in the Company’s consolidated balance sheet. Changes in fair value are recorded in noninterest income in the statements of income. These rabbi trust assets are included within other assets in the Company’s consolidated balance sheet.
Tax Credit Investment
Through a wholly-owned subsidiary, the Company is the sole member of a tax credit investment company through which it consolidates a community development entity (“CDE”) that is considered a VIE. The CDE is considered a VIE because as a group, the holders of the equity investment at risk lack any of the characteristics of a controlling financial interest. The tax credit investment company is considered the primary beneficiary of the CDE as it has the power to direct the activities of a VIE that most significantly impact the VIEs economic performance and the obligation to absorb losses of and the right to receive benefits from the VIE that potentially could be significant to the VIE.
Bank Owned Life Insurance
The Company holds bank-owned life insurance on the lives of certain participating executives, primarily as a result of mergers and acquisitions of certain insurance agencies. The amount reported as an asset on the balance sheet is the sum of the cash surrender values reported to the Company by the various insurance carriers. Certain policies are split-dollar life insurance policies whereby the Company recognizes a liability for the postretirement benefit related to the arrangement. This postretirement benefit is included in other liabilities on the balance sheet.
Income Taxes
The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are established for the temporary differences between the accounting basis and the tax basis of the Company’s assets and liabilities at enacted tax rates expected to be in effect when the amounts related to such temporary differences are realized or settled. A valuation allowance is established if it is considered more likely than not that all or a portion of the deferred tax assets will not be realized. Interest and penalties paid on the underpayment of income taxes are classified as income tax expense.
The Company periodically evaluates the potential uncertainty of its tax positions as to whether it is more likely than not its position would be upheld upon examination by the appropriate taxing authority. A tax position that meets the more-likely-than-not recognition threshold is measured to determine the amount of benefit to recognize in the Consolidated Financial Statements. The tax position is measured at the largest amount of benefit that management believes is greater than 50% likely of being realized upon settlement.
Low Income Housing Tax Credits and Other Tax Credit Investments
As part of its community reinvestment initiatives, the Company primarily invests in qualified affordable housing projects in addition to other tax credit investment projects. The Company receives low-income housing tax credits, investment tax credits, rehabilitation tax credits, solar tax credits and other tax credits as a result of its investments in these limited partnership investments.
The Company accounts for its investments in qualified affordable housing projects using the proportional amortization method and amortizes the initial cost of the investment in proportion to the tax credits and other tax benefits allocated to the Company. The amortization of the excess of the carrying amount of the investment over its estimated residual value is included as a component of income tax expense. At investment inception, the Company records a liability for the committed amount of the investment; this liability is reduced as contributions are made.
The Company evaluates investments in tax credit investment companies for consolidation based on the variable or voting interest entity guidance, as appropriate. Other tax credit investment projects are accounted for using either the cost method or equity method.
Advertising Costs
All advertising costs are expensed in the period in which they are incurred. Advertising costs were not significant for any periods presented.
Insurance Commissions
Through Eastern Insurance Group LLC, the Company acts as an agent in offering property, casualty, and life and health insurance to both consumer and commercial customers. Insurance commissions consist of the several types of insurance revenue related to insurance policy sales. The Company earns a fixed commission on the sale of these insurance products and services and may occasionally earn a bonus commission if certain volume thresholds are met. The Company recognizes insurance commission revenues as performance obligations of underlying agreements are satisfied, which is typically the effective date of the insurance policy. Additionally, for certain types of insurance products, the Company may earn and recognize revenue related to the annual residual commissions commensurate with annual premiums being paid. The Company’s contracts typically contain a single, material distinct performance obligation, therefore the Company does not estimate standalone selling prices as the entire transaction price is allocated to the single performance obligation.
The Company also earns profit sharing revenue from insurers whom they place into business. Such revenues are considered performance bonuses based upon certain performance metrics. This amount can vary from period to period and is difficult to predict. Therefore, the Company does not recognize revenue until it has concluded that a significant revenue reversal will not occur in future periods.
Trust Operations
The Bank is a full-service trust company that provides a wide range of trust services to customers that includes managing customer investments, safekeeping customer assets, supplying disbursement services, and providing other fiduciary services. Trust assets held in a fiduciary or agency capacity for customers are not included in the accompanying consolidated balance sheets as they are not assets of the Company. The fees charged are variable based on various factors such as the Company’s responsibility, the type of account, and account size. Revenue from administrative and management activities associated with these assets is recognized as performance obligations of underlying agreements are satisfied.
Derivative Financial Instruments
Derivative instruments are carried at fair value in the Company’s financial statements. The accounting for changes in the fair value of a derivative instrument is determined by whether it has been designated and qualifies as part of a hedging relationship, and further, by the type of hedging relationship. At the inception of a hedge, the Company documents certain items, including, but not limited to, the following: the relationship between hedging instruments and hedged items, the Company’s risk management objectives, hedging strategies, and the evaluation of hedge transaction effectiveness. Documentation includes linking all derivatives that are designated as hedges to specific assets or liabilities on the balance sheet or to specific forecasted transactions.
The Company’s derivative instruments that are designated and qualify for hedge accounting are classified as cash flow hedges (i.e., hedging the exposure to variability in expected future cash flows associated with a recognized asset or liability, or a forecasted transaction). As such, changes in the fair value of the designated hedging instrument that is included in the assessment of hedge effectiveness are recorded in other comprehensive income and reclassified into net income in the same period or periods during which the hedged forecasted transaction affects net income. Such reclassifications shall be presented in the same income statement line item as the net income effect of the hedged item. If the hedging instrument is not highly effective at achieving offsetting cash flows attributable to the revised contractually specified interest rate(s), hedge accounting will be discontinued. At that time, accumulated other comprehensive income would be frozen and amortized, as long as the forecasted transactions are still probable of occurring. If a cash flow hedge is terminated, hedge accounting treatment would be retained, and accumulated other comprehensive income would be frozen and amortized, as long as the forecasted transactions are still probable of occurring.
The Company’s derivative instruments not designated as hedging instruments are recorded at fair value and changes in fair value are recognized in other noninterest income. Derivative instruments not designated as hedging instruments include interest rate swaps, foreign exchange contracts offered to commercial customers to assist them in meeting their financing and investing objectives for their risk management purposes, and risk participation agreements entered into as financial guarantees of performance on customer-related interest rate swap derivatives. The interest rate and foreign exchange risks associated with customer interest rate swaps and foreign exchange contracts are mitigated by entering into similar derivatives having offsetting terms with correspondent bank counterparties.
All derivative financial instruments eligible for clearing are cleared through the Chicago Mercantile Exchange (“CME”). In accordance with its amended rulebook, CME legally characterizes variation margin payments made to and received from the CME as settlement of derivatives rather than as collateral against derivatives.
Fair Value Measurements
ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market. An orderly transaction is a transaction that assumes exposure to the market for a period prior to the measurement date. Market participants are buyers and sellers in the principal market that are independent, knowledgeable, able and willing to transact. ASC 820 also establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements), and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:
Level 1 – Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.
Level 2 – Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
Level 3 – Prices or valuations that require unobservable inputs that reflect the Company’s own assumptions that are significant to the fair value measurement.
To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.
Leases
The Company leases certain office space and equipment under various non-cancelable operating leases, some of which have renewal options to extend lease terms. At lease inception, the Company evaluates the lease terms to determine if the lease should be classified as an operating lease or a finance lease and recognizes a right of use (“ROU”) asset and corresponding lease liability. The Company makes the decision on whether to renew an option to extend a lease by considering various factors. The Company will recognize an adjustment to its ROU asset and lease liability when lease agreements are amended and executed. The discount rate used in determining the present value of lease payments is based on the Company’s incremental borrowing rate for borrowings with terms similar to each lease at commencement date. The Company has lease agreements with lease and non-lease components, which are generally accounted for as a single lease component. The Company has elected the short-term lease recognition exemption for all leases that qualify.
Earnings Per Share
Basic earnings per share represents income available to common shareholders divided by the weighted-average number of common shares outstanding during the period. Unallocated ESOP shares are not deemed outstanding for earnings per share calculations. ESOP shares committed to be released are considered to be outstanding for purposes of the earnings per share computation. ESOP shares that have not been legally released, but that relate to employee services rendered during an accounting period (interim or annual) ending before the related debt service payment is made, are considered committed to be released. Diluted earnings per share reflects additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income that would result from the assumed issuance. Potential common shares that may be issued by the Company relate to outstanding stock options awards and are determined using the treasury stock method.
Segment Reporting
An operating segment is defined as a component of a business for which separate financial information is available that is evaluated regularly by the chief operating decision-maker (“CODM”) in deciding how to allocate resources and evaluate performance. The Company has determined that its CODM is its President and Chief Executive Officer. The Company has two reportable segments: its banking business, which consists of a full range of banking lending, savings, and small business offerings, and its wealth management and trust operations; and its insurance agency business, which consists of insurance-related activities.
Recent Accounting Pronouncements
The Company qualifies as an emerging growth company under the Jumpstart Our Business Act of 2012 (“JOBS Act”) and has elected to defer the adoption of new or revised accounting standards until the nonpublic company effective dates.
Relevant standards that were recently issued but not yet adopted as of December 31, 2020:
In March 2020, the FASB issued ASU 2020-4, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-4”). This update addresses optional expedients and exceptions for applying GAAP to certain contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The new guidance applies only to contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships existing as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. For public and nonpublic entities, the guidance is effective as of March 12, 2020 through December 31, 2022 and does not apply to contract modifications made after December 31, 2022. The Company will adopt this standard on the nonpublic company effective date and is currently in the process of reviewing its contracts and existing processes in order to assess the risks and potential impact of the transition away from LIBOR. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848) (“ASU 2021-1”) which expands the scope of guidance in ASC 848 so that companies can apply the optional expedients to derivative instruments affected by the clearinghouse changes. ASU 2021-01 also clarifies and updates several items in ASU 2020- 04 as part of the Board of Director’s monitoring of global reference rate reform activities. ASU 2021-01 permits entities to elect certain optional expedients and exceptions to modifications of interest rate indexes used for discounting, margining, or contract price alignment of derivative contracts and certain hedging relationships. ASU 2021-01 clarifies other aspects of the guidance in ASC 848 and provides new guidance on how to address the effects of the cash compensation adjustment that is provided as part of the above change on certain aspects of hedge accounting. The guidance was effective upon issuance and allows for retrospective or prospective application with certain conditions. The Company did not elect retrospective application. The adoption of this update did not have a material impact on its Consolidated Financial Statements.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments–Credit Losses on Financial Instruments and relevant amendments (Topic 326) (“ASU 2016-13”). This update was created to replace the current GAAP method of calculating credit losses. Specifically, the standard replaces the existing incurred loss impairment guidance by requiring immediate recognition of expected credit losses. For financial assets carried at amortized cost that are held at the reporting date (including trade and other receivables, loans and commitments, held-to-maturity debt securities and other financial assets), credit losses are measured based on historical experience, current conditions and reasonable supportable forecasts. The standard also amends existing impairment guidance for available for sale securities, in which credit losses will be recorded as an allowance versus a write-down of the amortized cost basis of the security. It will also allow for a reversal of impairment loss when the credit of the issuer improves. The guidance requires a cumulative effect of the initial application to be recognized in retained earnings at the date of initial application.
In November 2018, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments – Credit Losses (“Update 2018-19”). The amendments in Update No. 2018-19 were intended to clarify that receivables arising from operating leases are not within the scope of Subtopic 326-20. Instead, impairment of receivables arising from operating leases should be accounted for in accordance with Topic 842, Leases (See further discussion below). In November 2019, the FASB issued ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments – Credit Losses. This update requires entities to include expected recoveries of the amortized cost basis previously written off or expected to be written off in the valuation account for purchased financial assets with credit deterioration. In addition, the amendments in this update clarify and improve various aspects of the guidance for ASU 2016-13.
For public entities that meet the definition of an SEC filer (excluding smaller reporting entities) the guidance is effective for annual reporting periods beginning after December 15, 2019. Early adoption is permitted for all entities as of the fiscal years beginning after December 15, 2018. For all other entities, the guidance is effective for annual reporting periods beginning after December 15, 2022, including interim periods within those fiscal years.
On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted in response to the COVID-19 pandemic in the United States to provide economic relief measures including the option to defer adoption of ASU 2016-13 to the earlier of the ending of the national emergency declaration related to the COVID-19 crisis or December 31, 2020. On December 27, 2020, the Consolidated Appropriations Act (the “Appropriations Act”) was enacted to fund the federal government through their fiscal year, extend certain expiring tax provisions and provide additional emergency relief to individuals and businesses related to the COVID-19 pandemic in the United States. Included within the provisions of the Appropriations Act is an extension of the adoption date for ASU 2016-13 from December 31, 2020 to the earlier of January
1, 2022 or 60 days after the date on which the COVID-19 national emergency terminates. The Company anticipates deferring adoption of this standard to January 1, 2022.
To address the impact of ASU 2016-13, the Company has formed a committee, including the Chief Credit Officer, the Chief Financial Officer, and Chief Information Officer, to assist in identifying, implementing, and evaluating the impact of the required changes to loan loss estimation models and processes. The Company has evaluated portfolio segmentation and is currently evaluating methodologies and the control environment under the new standard. A third party has been engaged to assist the Company in project management, documentation, model governance and related internal controls implementation. The Company is currently assessing the impact of the new standard on its Consolidated Financial Statements.
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”). This update modifies the disclosure requirements for employers that sponsor defined benefit pension and/or other postretirement benefit plans. The guidance eliminates requirements for certain disclosures that are no longer considered cost beneficial and requires new ones that the FASB considers pertinent. For public companies, ASU 2018-14 is effective for fiscal years ending after December 15, 2020. For nonpublic companies, ASU 2018-14 is effective for fiscal years ending after December 15, 2021. Early adoption is permitted. The Company will adopt this standard on the nonpublic company effective date. The Company expects the adoption of this standard will not have a material impact on its Consolidated Financial Statements.
In August 2018, the FASB issued ASU 2018-15, Intangibles–Goodwill and Other–Internal-use software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract (“ASU 2018-15”).This update addresses accounting for fees paid by a customer for implementation, set-up and other upfront costs incurred in a cloud computing arrangement that is hosted by the vendor (i.e., a service contract). The new guidance aligns treatment for capitalization of implementation costs with guidance on internal-use software. For public entities, the guidance is effective for annual reporting periods beginning after December 15, 2019. For nonpublic entities, the guidance is effective for annual reporting periods beginning after December 15, 2020, and for all interim periods beginning after December 15, 2021. The Company will adopt this standard on the nonpublic company effective date and is currently assessing the impact of the new standard on its Consolidated Financial Statements.
Relevant standards that were adopted during the year ended December 31, 2020:
In February 2016, the FASB issued ASU 2016-2, Leases (Topic 842) (“ASU 2016-2”). Topic 842 was subsequently amended by ASU 2018-1, Land Easement Practical Expedient for Transition to Topic 842 (“ASU 2018-1”); ASU 2018-10, Codification Improvements to Topic 842, Leases (“ASU 2018-10”); ASU 2018-11, Targeted Improvements (“ASU 2018-11”); and ASU 2018-20 Leases (Topic 842): Narrow-Scope Improvements for Lessors (“ASU 2018-20”). ASU 2018-1 permits an entity to elect an optional transition practical expedient to not evaluate under Topic 842 land easements that exist or expired before the entity’s adoption of Topic 842 and that were not previously accounted for as leases under Topic 840. ASU 2018-10 was issued to clarify the Accounting Standards Codification (“Codification”) or to correct unintended application of guidance within ASU 2016-2. ASU 2018-11 allows for an optional transition method in which the provisions of Topic 842 would be applied upon the adoption date and would not have to be retroactively applied to the earliest reporting period presented in the Consolidated Financial Statements. Lastly, ASU 2018-20 provided narrow-scope improvements for lessors, which was issued to increase transparency and comparability among organizations. ASU 2016-2 and the several additional amendments thereto are collectively referred to herein as ASC 842.
ASC 842 sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The standard represents a wholesale change to lease accounting and requires all leases with a term longer than 12 months to be reported on the balance sheet through recognition of a ROU asset and a corresponding liability for future lease obligations. Leases will be classified as financing or operating, with classification affecting the pattern and grouping of expenses in the income statement. The standard also requires extensive disclosures for assets, expenses, and cash flows associated with leases, as well as a maturity analysis of lease liabilities. In November 2019, the FASB issued guidance delaying the effective date for all entities except for public business entities that are SEC filers. For public business entities the guidance was effective for fiscal year beginning after December 15, 2018, and for all other entities the guidance is effective for fiscal years beginning after December 15, 2020. Early adoption is permitted for all entities.
The Company early adopted this standard on January 1, 2020. In accordance with ASU 2018-11, the Company used the effective date as the date of application and, therefore, periods prior to January 1, 2020, were not restated. The new standard provides a number of optional practical expedients in transition. The Company elected the “package of practical expedients,” which permitted the Company to not reassess prior conclusions about lease identification, lease classification, and initial direct costs under ASC 842. The Company also elected the hindsight practical expedient and, therefore, used the hindsight knowledge as of the effective date when determining lease terms and impairment. In addition, the Company elected the practical expedient to not separate lease and non-lease components and, therefore, accounts for each separate lease
component of a contract and its associated non-lease components as a single lease component. The new standard also provides a practical expedient for an entity’s ongoing accounting relating to leases of 12 months or less (“short-term leases”). The Company has elected the short-term lease recognition exemption for all leases that qualify and will not recognize ROU assets and lease liabilities for those leases. The adoption of this standard resulted in the recognition of ROU assets and lease liabilities on the Company’s balance sheet for its real estate and equipment operating leases of $92.9 million and $96.4 million, respectively. The Company recorded an adjustment to remove the Company’s existing deferred rent liability of approximately $3.5 million. The Company also recognized a transition adjustment to the opening balance of retained earnings on January 1, 2020 amounting to $1.1 million, net of tax, related to an incremental accrued rent adjustment calculated as a result of electing the hindsight practical expedient. The amount of ROU assets were determined based upon the present value of the remaining minimum rental payments under current leasing standards for existing operating leases, adjusted for options that the Company is reasonably certain to exercise, less accrued rent as of December 31, 2019 and the incremental accrued rent as a result of electing the hindsight practical expedient. Lastly, the amount of lease liabilities was determined based upon the present value of the remaining minimum rental payments under current leasing standards for existing operating leases, adjusted for options that the Company is reasonably certain to exercise. See Note 7, “Leases” for further discussion of the impact to the Company’s Consolidated Financial Statements.
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). This update modifies the disclosure requirements related to the fair value measurements in Topic 820. Specifically, this update amends disclosure around changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used in Level 3 fair value measurements and the description of measurement uncertainty. The Company adopted ASU 2018-13 on January 1, 2020. The adoption of this update did not have a material impact on its Consolidated Financial Statements.
In October 2018, the FASB issued ASU 2018-16, Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes (“ASU 2018-16”). This update permits the use of the Overnight Index Swap (“OIS”) rate based on the Secured Overnight Financing Rate (“SOFR”) as a U.S. benchmark interest rate for hedge accounting purposes under Topic 815. The amendments should be adopted on a prospective basis for qualifying new or re-structured hedging relationships entered into on or after the date of adoption. The Company adopted this standard on January 1, 2020. The adoption of this update did not have a material impact on its Consolidated Financial Statements.
3. Mergers and Acquisitions
During the year ended December 31, 2020, the Company completed an acquisition of an insurance agency for total consideration of $1.4 million in cash. This acquisition was considered to be a business combination and was accounted for using the acquisition method.
The following table summarizes the estimated fair value of the assets acquired and liabilities assumed for the business combination described above:
|
|
|
|
|
|
|
Balance
|
|
(In Thousands)
|
Assets acquired:
|
|
Customer list intangible
|
$
|
1,130
|
|
Non-compete intangible
|
80
|
|
Total assets acquired
|
1,210
|
|
Consideration:
|
|
Total cash paid
|
(1,363)
|
|
Contingent consideration
|
(293)
|
|
Total fair value of consideration
|
(1,656)
|
|
Goodwill
|
$
|
446
|
|
In connection with this acquisition, the Company recorded a contingent consideration liability related to attainment of revenue targets over a period of time after the acquisition date. The amount of contingent consideration recorded was based upon management’s best estimate of possible outcomes as of the date of acquisition. The Company recorded a contingent consideration liability of $0.3 million, and per the purchase agreement, the payouts ranged from $0 to $0.3 million. During the year ended December 31, 2020, the Company did not have any material charges to expense or payments to adjust the acquisition-related contingent consideration liability recorded.
For tax purposes, the acquisition was considered an asset acquisitions and as such, the amortization of goodwill and intangible assets is deductible for tax purposes. Acquisition-related legal and professional fee costs of $0.1 million was charged to expense during the year ended December 31, 2020, and was included in the professional services line item of the consolidated statements of income. This acquisition was not considered significant to the Company’s Consolidated Financial Statements and, therefore, pro forma data and certain other disclosures have been excluded.
4. Securities
Available for Sale Securities
The amortized cost, gross unrealized gains and losses, and fair value of available for sale securities as of the dates indicated were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2020
|
|
Amortized
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
(In Thousands)
|
Debt securities:
|
|
|
|
|
|
|
|
Government-sponsored residential mortgage-backed securities
|
$
|
2,106,658
|
|
|
$
|
42,142
|
|
|
$
|
—
|
|
|
$
|
2,148,800
|
|
Government-sponsored commercial mortgage-backed securities
|
17,054
|
|
|
27
|
|
|
—
|
|
|
17,081
|
|
U.S. Agency bonds
|
670,468
|
|
|
113
|
|
|
(3,872)
|
|
|
666,709
|
|
U.S. Treasury securities
|
70,106
|
|
|
263
|
|
|
—
|
|
|
70,369
|
|
State and municipal bonds and obligations
|
260,898
|
|
|
20,004
|
|
|
—
|
|
|
280,902
|
|
|
$
|
3,125,184
|
|
|
$
|
62,549
|
|
|
$
|
(3,872)
|
|
|
$
|
3,183,861
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2019
|
|
Amortized
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
(In Thousands)
|
Debt securities:
|
|
|
|
|
|
|
|
Government-sponsored residential mortgage-backed securities
|
$
|
1,151,305
|
|
|
$
|
17,208
|
|
|
$
|
(545)
|
|
|
$
|
1,167,968
|
|
U.S. Treasury securities
|
50,155
|
|
|
265
|
|
|
—
|
|
|
50,420
|
|
State and municipal bonds and obligations
|
272,582
|
|
|
10,959
|
|
|
(3)
|
|
|
283,538
|
|
Qualified zone academy bond
|
6,155
|
|
|
155
|
|
|
—
|
|
|
6,310
|
|
|
$
|
1,480,197
|
|
|
$
|
28,587
|
|
|
$
|
(548)
|
|
|
$
|
1,508,236
|
|
The amortized cost and estimated fair value of available for sale securities by contractual maturities as of December 31, 2020 and 2019 are shown below. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without prepayment penalties.
The scheduled contractual maturities of available for sale securities as of the dates indicated were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2020
|
|
Due in one year or less
|
|
Due after one year to five years
|
|
Due after five to ten years
|
|
Due after ten years
|
|
Total
|
|
Amortized Cost
|
|
Fair Value
|
|
Amortized Cost
|
|
Fair Value
|
|
Amortized Cost
|
|
Fair Value
|
|
Amortized Cost
|
|
Fair Value
|
|
Amortized Cost
|
|
Fair Value
|
|
(In Thousands)
|
Government-sponsored residential mortgage-backed securities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
46,293
|
|
|
$
|
48,925
|
|
|
$
|
96,338
|
|
|
$
|
100,278
|
|
|
$
|
1,964,027
|
|
|
$
|
1,999,597
|
|
|
$
|
2,106,658
|
|
|
$
|
2,148,800
|
|
Government-sponsored commercial mortgage-backed securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,054
|
|
|
17,081
|
|
|
—
|
|
|
—
|
|
|
17,054
|
|
|
17,081
|
|
U.S. Agency bonds
|
—
|
|
|
—
|
|
|
99,772
|
|
|
99,834
|
|
|
570,696
|
|
|
566,875
|
|
|
—
|
|
|
—
|
|
|
670,468
|
|
|
666,709
|
|
U.S. Treasury securities
|
50,023
|
|
|
50,251
|
|
|
20,083
|
|
|
20,118
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
70,106
|
|
|
70,369
|
|
State and municipal bonds and obligations
|
406
|
|
|
408
|
|
|
20,511
|
|
|
21,431
|
|
|
74,980
|
|
|
79,635
|
|
|
165,001
|
|
|
179,428
|
|
|
260,898
|
|
|
280,902
|
|
Total
|
$
|
50,429
|
|
|
$
|
50,659
|
|
|
$
|
186,659
|
|
|
$
|
190,308
|
|
|
$
|
759,068
|
|
|
$
|
763,869
|
|
|
$
|
2,129,028
|
|
|
$
|
2,179,025
|
|
|
$
|
3,125,184
|
|
|
$
|
3,183,861
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2019
|
|
Due in one year or less
|
|
Due after one year to five years
|
|
Due after five to ten years
|
|
Due after ten years
|
|
Total
|
|
Amortized Cost
|
|
Fair Value
|
|
Amortized Cost
|
|
Fair Value
|
|
Amortized Cost
|
|
Fair Value
|
|
Amortized Cost
|
|
Fair Value
|
|
Amortized Cost
|
|
Fair Value
|
|
(In Thousands)
|
Government-sponsored residential mortgage-backed securities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,139
|
|
|
$
|
8,464
|
|
|
$
|
199,428
|
|
|
$
|
203,706
|
|
|
$
|
943,738
|
|
|
$
|
955,798
|
|
|
$
|
1,151,305
|
|
|
$
|
1,167,968
|
|
U.S. Treasury securities
|
40
|
|
|
40
|
|
|
50,115
|
|
|
50,380
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50,155
|
|
|
50,420
|
|
State and municipal bonds and obligations
|
381
|
|
|
381
|
|
|
8,889
|
|
|
9,109
|
|
|
77,227
|
|
|
79,504
|
|
|
186,085
|
|
|
194,544
|
|
|
272,582
|
|
|
283,538
|
|
Qualified zone academy bond
|
6,155
|
|
|
6,310
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,155
|
|
|
6,310
|
|
Total
|
$
|
6,576
|
|
|
$
|
6,731
|
|
|
$
|
67,143
|
|
|
$
|
67,953
|
|
|
$
|
276,655
|
|
|
$
|
283,210
|
|
|
$
|
1,129,823
|
|
|
$
|
1,150,342
|
|
|
$
|
1,480,197
|
|
|
$
|
1,508,236
|
|
Mortgage-backed securities include investments in securities that are insured or guaranteed by Freddie Mac or Fannie Mae. Mortgage-backed securities are purchased to achieve positive interest rate spread with minimal administrative expense, and to lower the Company’s credit risk. Mortgage-backed securities and callable securities are shown at their contractual maturity dates. However, both are expected to have shorter average lives due to expected prepayments and callable features, respectively. Included in the available for sale securities as of December 31, 2020 and 2019 were $710.7 million, and $266.4 million, respectively, of callable securities at fair value.
U.S. Treasury securities are purchased for liquidity purposes at zero risk weighting for capital purposes and as collateral for interest rate derivative positions.
U.S. Agency bonds include securities issued by Fannie Mae, Freddie Mac, the Federal Home Loan Bank, and the Federal Farm Credit Bureau.
State and municipal securities include fixed rate investment grade bonds issued primarily by municipalities in local communities within Massachusetts, and the Commonwealth of Massachusetts. The market value of these securities may be affected by call options, long dated maturities, general market liquidity and credit factors.
As of December 31, 2020 and 2019, the Company had no investments in obligations of individual states, counties, or municipalities, which exceeded 10% of equity.
Gross realized gains from sales of available for sale securities were $0.3 million, $2.1 million and $0.2 million during the years ended December 31, 2020, 2019, and 2018, respectively. The Company had no significant gross realized losses
from sales of securities available for sale during the years ended December 31, 2020, 2019, and 2018. No other-than-temporary impairment ("OTTI") was recorded during the years ended December 31, 2020, 2019, and 2018.
Management prepares an estimate of the expected cash flows for investment securities available for sale that potentially may be deemed to have been an OTTI. This estimate begins with the contractual cash flows of the security. This amount is then reduced by an estimate of probable credit losses associated with the security. When estimating the extent of probable losses on the securities, management considers the credit quality and the ability to pay of the underlying issuers. Indicators of diminished credit quality of the issuers include defaults, interest deferrals, or “payments in kind.” Management also considers those factors listed in the Investments – Debt and Equity Securities topic of the FASB ASC when estimating the ultimate realizability of the cash flows for each individual security.
The resulting estimate of cash flows after considering credit is then subject to a present value computation using a discount rate equal to the current yield used to accrete the beneficial interest or the effective interest rate implicit in the security at the date of acquisition. If the present value of the estimated cash flows is less than the current amortized cost basis, an OTTI is considered to have occurred and the security is written down to the fair value indicated by the cash flow analysis. As part of the analysis, management considers whether it intends to sell the security or whether it is more than likely that it would be required to sell the security before the expected recovery of its amortized cost basis.
Information pertaining to available for sale securities with gross unrealized losses as of December 31, 2020 and 2019, which the Company has not deemed to be OTTI, aggregated by investment category and length of time that individual securities have been in a continuous loss position, follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2020
|
|
|
|
Less than 12 Months
|
|
12 Months or Longer
|
|
Total
|
|
# of
Holdings
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
|
(Dollars In Thousands)
|
U.S. Agency bonds
|
6
|
|
$
|
3,872
|
|
|
$
|
416,824
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,872
|
|
|
$
|
416,824
|
|
|
6
|
|
$
|
3,872
|
|
|
$
|
416,824
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,872
|
|
|
$
|
416,824
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
|
|
Less than 12 Months
|
|
12 Months or Longer
|
|
Total
|
|
# of
Holdings
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
|
(Dollars In Thousands)
|
Government-sponsored residential mortgage-backed securities
|
1
|
|
$
|
545
|
|
|
$
|
74,550
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
545
|
|
|
$
|
74,550
|
|
State and municipal bonds and obligations
|
2
|
|
3
|
|
|
850
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
850
|
|
|
3
|
|
$
|
548
|
|
|
$
|
75,400
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
548
|
|
|
$
|
75,400
|
|
The Company does not intend to sell these investments and has determined based upon available evidence that it is more likely than not that the Company will not be required to sell each security before the expected recovery of its amortized cost basis. As a result, the Company does not consider these investments with gross unrealized losses to be OTTI. The Company made this determination by reviewing various qualitative and quantitative factors regarding each investment category, such as current market conditions, extent and nature of changes in fair value, issuer rating changes and trends, and volatility of earnings.
As a result of the Company’s review of these qualitative and quantitative factors, the causes of the impairments listed in the tables above by category are as follows as of December 31, 2020 and 2019:
•U.S. Agency bonds- The securities with unrealized losses in this portfolio as of December 31, 2020 have contractual terms that generally do not permit the issuer to settle the security at a price less than the current par value of the investment. The decline in market value of these securities is attributable to changes in interest rates and not credit quality. Additionally, these securities are implicitly guaranteed by the U.S. government or one of its agencies.
•Government-sponsored residential mortgage-backed securities- The security with an unrealized loss in this portfolio as of December 31, 2019 has contractual terms that generally do not permit the issuer to settle the
security at a price less than the current par value of the investment. The decline in market value of this security is attributable to changes in interest rates and not credit quality. The security at a loss position as of December 31, 2019 was subsequently in a gain position as of December 31, 2020. Additionally, these securities are implicitly guaranteed by the U.S. government or one of its agencies.
•State and municipal bonds and obligations- The securities with unrealized losses in this portfolio as of December 31, 2019 have contractual terms that generally do not permit the issuer to settle the securities at a price less than the current par value of the investment. The decline in market value of these securities as of December 31, 2019 is attributable to changes in interest rates and not credit quality. These securities were subsequently in a gain position as of December 31, 2020. These bonds are investment grade and are rated AA by Standard and Poor’s.
5. Loans and Allowance for Loan Losses
Loans
The following table provides a summary of the Company’s loan portfolio as of the dates indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31,
|
|
2020
|
|
2019
|
|
(In thousands)
|
Commercial and industrial
|
$
|
1,995,016
|
|
|
$
|
1,642,184
|
|
Commercial real estate
|
3,573,630
|
|
|
3,535,441
|
|
Commercial construction
|
305,708
|
|
|
273,774
|
|
Business banking
|
1,339,164
|
|
|
771,498
|
|
Residential real estate
|
1,370,957
|
|
|
1,428,630
|
|
Consumer home equity
|
868,270
|
|
|
933,088
|
|
Other consumer
|
277,780
|
|
|
402,431
|
|
Gross loans before unamortized premiums, unearned discounts and deferred fees
|
9,730,525
|
|
|
8,987,046
|
|
Allowance for credit losses
|
(113,031)
|
|
|
(82,297)
|
|
Unamortized premiums, net of unearned discounts and deferred fees
|
(23,536)
|
|
|
(5,565)
|
|
Loans after the allowance for credit losses, unamortized premiums, unearned discounts and deferred fees
|
$
|
9,593,958
|
|
|
$
|
8,899,184
|
|
There are no other loan categories that exceed 10% of total loans not already reflected in the preceding table.
The Company’s lending activities are conducted principally in the New England area with the exception of its Shared National Credit Program (“SNC Program”) portfolio. The Company participates in the SNC Program in an effort to improve its industry and geographical diversification. The SNC Program portfolio is included in the Company’s commercial and industrial, commercial real estate and commercial construction portfolios. The SNC Program portfolio is defined as loan syndications with exposure over $100 million and with three or more lenders participating.
Most loans originated by the Company are either collateralized by real estate or other assets or guaranteed by federal and local governmental authorities. The ability and willingness of the single-family residential and consumer borrowers to honor their repayment commitments is generally dependent on the level of overall economic activity within the borrowers’ geographic areas and real estate values. The ability and willingness of commercial real estate, commercial and industrial, and construction loan borrowers to honor their repayment commitments is generally dependent on the health of the real estate economy in the borrowers’ geographic areas and the general economy.
Loans Pledged as Collateral
The carrying value of loans pledged to secure advances from the Federal Home Loan Bank ("FHLB") of Boston ("FHLBB") were $2.4 billion and $1.5 billion at December 31, 2020 and 2019, respectively. The balance of funds borrowed from the FHLBB were $14.6 million and $19.0 million at December 31, 2020 and 2019, respectively.
The carrying value of loans pledged to secure advances from the Federal Reserve Bank (“FRB”) were $0.9 billion and $1.0 billion at December 31, 2020 and 2019, respectively. There were no funds borrowed from the FRB outstanding at December 31, 2020 and 2019.
Serviced Loans
At December 31, 2020 and 2019, mortgage loans partially or wholly-owned by others and serviced by the Company amounted to approximately $13.5 million and $15.6 million, respectively.
Allowance for Loan Losses
The allowance for loan losses is established to provide for probable losses incurred in the Company’s loan portfolio at the balance sheet date and is established through a provision for loan losses charged to net income. Charge-offs, net of recoveries, are charged directly to the allowance. Commercial and residential loans are charged-off in the period in which they are deemed uncollectible. Delinquent loans in these product types are subject to ongoing review and analysis to determine if a charge-off in the current period is appropriate. For consumer loans, policies and procedures exist that require charge-off consideration upon a certain triggering event depending on the product type.
The following table summarizes the changes in the allowance for loan losses for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
(In thousands)
|
Balance at the beginning of period
|
$
|
82,297
|
|
|
$
|
80,655
|
|
|
$
|
74,111
|
|
Loans charged off
|
(9,853)
|
|
|
(9,499)
|
|
|
(12,461)
|
|
Recoveries
|
1,787
|
|
|
4,841
|
|
|
3,905
|
|
Provision for loan losses
|
38,800
|
|
|
6,300
|
|
|
15,100
|
|
Balance at end of period
|
$
|
113,031
|
|
|
$
|
82,297
|
|
|
$
|
80,655
|
|
The following tables summarize changes in the allowance for loan losses by loan category and bifurcates the amount of allowance allocated to each loan category based on collective impairment analysis and loans evaluated individually for impairment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, 2020
|
|
Commercial
and
Industrial
|
|
Commercial
Real Estate
|
|
Commercial
Construction
|
|
Business
Banking
|
|
Residential
Real Estate
|
|
Consumer
Home Equity
|
|
Other
Consumer
|
|
Other
|
|
Total
|
|
(In thousands)
|
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance
|
$
|
20,919
|
|
|
$
|
34,730
|
|
|
$
|
3,424
|
|
|
$
|
8,260
|
|
|
$
|
6,380
|
|
|
$
|
4,027
|
|
|
$
|
4,173
|
|
|
$
|
384
|
|
|
$
|
82,297
|
|
Charge-offs
|
(1,770)
|
|
|
(24)
|
|
|
—
|
|
|
(5,147)
|
|
|
—
|
|
|
(574)
|
|
|
(2,338)
|
|
|
—
|
|
|
(9,853)
|
|
Recoveries
|
778
|
|
|
230
|
|
|
—
|
|
|
292
|
|
|
125
|
|
|
153
|
|
|
209
|
|
|
—
|
|
|
1,787
|
|
Provision (benefit)
|
6,690
|
|
|
19,633
|
|
|
1,129
|
|
|
9,747
|
|
|
(70)
|
|
|
138
|
|
|
1,423
|
|
|
110
|
|
|
38,800
|
|
Ending balance
|
$
|
26,617
|
|
|
$
|
54,569
|
|
|
$
|
4,553
|
|
|
$
|
13,152
|
|
|
$
|
6,435
|
|
|
$
|
3,744
|
|
|
$
|
3,467
|
|
|
$
|
494
|
|
|
$
|
113,031
|
|
Ending balance: individually evaluated for impairment
|
$
|
4,555
|
|
|
$
|
210
|
|
|
$
|
—
|
|
|
$
|
1,435
|
|
|
$
|
1,565
|
|
|
$
|
289
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,054
|
|
Ending balance: acquired with deteriorated credit quality
|
$
|
1,283
|
|
|
$
|
822
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
327
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,432
|
|
Ending balance: collectively evaluated for impairment
|
$
|
20,779
|
|
|
$
|
53,537
|
|
|
$
|
4,553
|
|
|
$
|
11,717
|
|
|
$
|
4,543
|
|
|
$
|
3,455
|
|
|
$
|
3,467
|
|
|
$
|
494
|
|
|
$
|
102,545
|
|
Loans ending balance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Individually evaluated for impairment
|
$
|
17,343
|
|
|
$
|
4,435
|
|
|
$
|
—
|
|
|
$
|
21,901
|
|
|
$
|
27,056
|
|
|
$
|
4,845
|
|
|
$
|
29
|
|
|
$
|
—
|
|
|
$
|
75,609
|
|
Acquired with deteriorated credit quality
|
3,432
|
|
|
2,749
|
|
|
—
|
|
|
—
|
|
|
3,116
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,297
|
|
Collectively evaluated for impairment
|
1,974,241
|
|
|
3,566,446
|
|
|
305,708
|
|
|
1,317,263
|
|
|
1,340,785
|
|
|
863,425
|
|
|
277,751
|
|
|
—
|
|
|
9,645,619
|
|
Total loans by group
|
$
|
1,995,016
|
|
|
$
|
3,573,630
|
|
|
$
|
305,708
|
|
|
$
|
1,339,164
|
|
|
$
|
1,370,957
|
|
|
$
|
868,270
|
|
|
$
|
277,780
|
|
|
$
|
—
|
|
|
$
|
9,730,525
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, 2019
|
|
Commercial
and
Industrial
|
|
Commercial
Real Estate
|
|
Commercial
Construction
|
|
Business
Banking
|
|
Residential
Real Estate
|
|
Consumer
Home Equity
|
|
Other
Consumer
|
|
Other
|
|
Total
|
|
(In thousands)
|
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance
|
$
|
19,321
|
|
|
$
|
32,400
|
|
|
$
|
4,606
|
|
|
$
|
8,167
|
|
|
$
|
7,059
|
|
|
$
|
4,113
|
|
|
$
|
4,600
|
|
|
$
|
389
|
|
|
$
|
80,655
|
|
Charge-offs
|
(1,123)
|
|
|
—
|
|
|
—
|
|
|
(5,974)
|
|
|
(66)
|
|
|
(205)
|
|
|
(2,131)
|
|
|
—
|
|
|
(9,499)
|
|
Recoveries
|
3,748
|
|
|
12
|
|
|
—
|
|
|
604
|
|
|
105
|
|
|
52
|
|
|
320
|
|
|
—
|
|
|
4,841
|
|
Provision (benefit)
|
(1,027)
|
|
|
2,318
|
|
|
(1,182)
|
|
|
5,463
|
|
|
(718)
|
|
|
67
|
|
|
1,384
|
|
|
(5)
|
|
|
6,300
|
|
Ending balance
|
$
|
20,919
|
|
|
$
|
34,730
|
|
|
$
|
3,424
|
|
|
$
|
8,260
|
|
|
$
|
6,380
|
|
|
$
|
4,027
|
|
|
$
|
4,173
|
|
|
$
|
384
|
|
|
$
|
82,297
|
|
Ending balance: individually evaluated for impairment
|
$
|
2,337
|
|
|
$
|
40
|
|
|
$
|
—
|
|
|
$
|
571
|
|
|
$
|
1,399
|
|
|
$
|
322
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,669
|
|
Ending balance: acquired with deteriorated credit quality
|
$
|
936
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
256
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,192
|
|
Ending balance: collectively evaluated for impairment
|
$
|
17,646
|
|
|
$
|
34,690
|
|
|
$
|
3,424
|
|
|
$
|
7,689
|
|
|
$
|
4,725
|
|
|
$
|
3,705
|
|
|
$
|
4,173
|
|
|
$
|
384
|
|
|
$
|
76,436
|
|
Loans ending balance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Individually evaluated for impairment
|
$
|
32,370
|
|
|
$
|
7,641
|
|
|
$
|
—
|
|
|
$
|
11,658
|
|
|
$
|
29,532
|
|
|
$
|
6,555
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
87,756
|
|
Acquired with deteriorated credit quality
|
3,571
|
|
|
6,459
|
|
|
—
|
|
|
—
|
|
|
3,421
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,451
|
|
Collectively evaluated for impairment
|
1,606,243
|
|
|
3,521,341
|
|
|
273,774
|
|
|
759,840
|
|
|
1,395,677
|
|
|
926,533
|
|
|
402,431
|
|
|
—
|
|
|
8,885,839
|
|
Total loans by group
|
$
|
1,642,184
|
|
|
$
|
3,535,441
|
|
|
$
|
273,774
|
|
|
$
|
771,498
|
|
|
$
|
1,428,630
|
|
|
$
|
933,088
|
|
|
$
|
402,431
|
|
|
$
|
—
|
|
|
$
|
8,987,046
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, 2018
|
|
Commercial
and
Industrial
|
|
Commercial
Real Estate
|
|
Commercial
Construction
|
|
Business
Banking
|
|
Residential
Real Estate
|
|
Consumer
Home Equity
|
|
Other
Consumer
|
|
Other
|
|
Total
|
|
(In thousands)
|
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance
|
$
|
14,892
|
|
|
$
|
30,807
|
|
|
$
|
5,588
|
|
|
$
|
6,497
|
|
|
$
|
6,954
|
|
|
$
|
4,040
|
|
|
$
|
4,751
|
|
|
$
|
582
|
|
|
$
|
74,111
|
|
Charge-offs
|
(3,646)
|
|
|
(49)
|
|
|
—
|
|
|
(6,345)
|
|
|
(27)
|
|
|
(285)
|
|
|
(2,109)
|
|
|
—
|
|
|
(12,461)
|
|
Recoveries
|
2,753
|
|
|
132
|
|
|
—
|
|
|
375
|
|
|
152
|
|
|
60
|
|
|
433
|
|
|
—
|
|
|
3,905
|
|
Provision (benefit)
|
5,322
|
|
|
1,510
|
|
|
(982)
|
|
|
7,640
|
|
|
(20)
|
|
|
298
|
|
|
1,525
|
|
|
(193)
|
|
|
15,100
|
|
Ending balance
|
$
|
19,321
|
|
|
$
|
32,400
|
|
|
$
|
4,606
|
|
|
$
|
8,167
|
|
|
$
|
7,059
|
|
|
$
|
4,113
|
|
|
$
|
4,600
|
|
|
$
|
389
|
|
|
$
|
80,655
|
|
Ending balance: individually evaluated for impairment
|
$
|
1,361
|
|
|
$
|
38
|
|
|
$
|
—
|
|
|
$
|
154
|
|
|
$
|
1,804
|
|
|
$
|
337
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,694
|
|
Ending balance: acquired with deteriorated credit quality
|
$
|
239
|
|
|
$
|
181
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
393
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
813
|
|
Ending balance: collectively evaluated for impairment
|
$
|
17,721
|
|
|
$
|
32,181
|
|
|
$
|
4,606
|
|
|
$
|
8,013
|
|
|
$
|
4,862
|
|
|
$
|
3,776
|
|
|
$
|
4,600
|
|
|
$
|
389
|
|
|
$
|
76,148
|
|
Loans ending balance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Individually evaluated for impairment
|
$
|
13,954
|
|
|
$
|
10,579
|
|
|
$
|
—
|
|
|
$
|
7,704
|
|
|
$
|
27,713
|
|
|
$
|
4,948
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
64,898
|
|
Acquired with deteriorated credit quality
|
4,904
|
|
|
7,853
|
|
|
—
|
|
|
—
|
|
|
4,134
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,891
|
|
Collectively evaluated for impairment
|
1,639,907
|
|
|
3,192,686
|
|
|
313,209
|
|
|
733,234
|
|
|
1,398,917
|
|
|
944,462
|
|
|
551,799
|
|
|
—
|
|
|
8,774,214
|
|
Total loans by group
|
$
|
1,658,765
|
|
|
$
|
3,211,118
|
|
|
$
|
313,209
|
|
|
$
|
740,938
|
|
|
$
|
1,430,764
|
|
|
$
|
949,410
|
|
|
$
|
551,799
|
|
|
$
|
—
|
|
|
$
|
8,856,003
|
|
Management uses a methodology to systematically estimate the amount of loss incurred in the portfolio. Commercial real estate, commercial and industrial, commercial construction and business banking loans are evaluated using a loan rating system, historical losses and other factors which form the basis for estimating incurred losses. Portfolios of more homogeneous populations of loans, including residential mortgages and consumer loans, are analyzed as groups taking into account delinquency ratios, historical loss experience and charge-offs. For the purpose of estimating the allowance for loan losses, management segregates the loan portfolio into the categories noted in the above tables. Each of these loan categories possesses unique risk characteristics such as the purpose of the loan, repayment source, and collateral. These characteristics are considered when determining the appropriate level of the allowance for each category. Some examples of these risk characteristics unique to each loan category include:
Commercial Lending
Commercial and industrial: The primary risk associated with commercial and industrial loans is the ability of borrowers to achieve business results consistent with those projected at origination. Collateral frequently consists of a first lien position on business assets including, but not limited to accounts receivable, inventory, airplanes and equipment. The primary repayment source is operating cash flow and, secondarily, the liquidation of assets. The Company often obtains personal guarantees from individuals holding material ownership in the borrowing entity.
Commercial real estate: Collateral values are established by independent third-party appraisals and evaluations. Primary repayment sources include operating income generated by the real estate, permanent debt refinancing, sale of the real estate and, secondarily, liquidation of the collateral. The Company often obtains personal guarantees from individuals holding material ownership in the borrowing entity.
Commercial construction: These loans are generally considered to present a higher degree of risk than other real estate loans and may be affected by a variety of factors, such as adverse changes in interest rates and the borrower’s ability to control costs and adhere to time schedules. Construction loans are underwritten utilizing feasibility studies, independent appraisal reviews, sensitivity analysis of absorption and lease rates and financial analysis of the developers and property owners. Construction loans are generally based upon estimates of costs and value associated with the completed project. Construction loan repayment is substantially dependent on the ability of the borrower to complete the project and obtain permanent financing.
Business banking: These loans are typically secured by all business assets or commercial real estate. Business banking originations include traditionally underwritten loans as well as partially automated scored loans. Business banking scored loans are determined by utilizing the Company’s proprietary decision matrix that has a number of quantitative factors including, but not limited to, a guarantor’s credit score, industry risk, and time in business. The Company also engages in Small Business Association (“SBA”) lending, both in the business banking and commercial banking divisions. The SBA guarantees reduce the Company’s loss due to default and are considered a credit enhancement to the loan structure.
Residential Lending
Residential real estate: These loans are made to borrowers who demonstrate the ability to repay principal and interest on a monthly basis. Underwriting considerations include, among others, income sources and their reliability, willingness to repay as evidenced by credit repayment history, financial resources (including cash reserves) and the value of the collateral. The Company maintains policy standards for minimum credit score and cash reserves and maximum loan to value consistent with a “prime” portfolio. Collateral consists of mortgage liens on 1-4 family residential dwellings. The Company does not originate or purchase sub-prime or other high-risk loans. Residential loans are originated either for sale to investors or retained in the Company’s loan portfolio. Decisions about whether to sell or retain residential loans are made based on the interest rate characteristics, pricing for loans in the secondary mortgage market, competitive factors and the Company’s capital needs.
Consumer Lending
Consumer home equity: Home equity lines of credit are granted for ten years with monthly interest-only repayment requirements. Full principal repayment is required at the end of the ten-year draw period. Home equity loans are term loans that require the monthly payment of principal and interest such that the loan will be fully amortized at maturity. Underwriting considerations are materially consistent with those utilized in residential real estate. Collateral consists of a senior or subordinate lien on owner-occupied residential property.
Other consumer: The Company’s policy and underwriting in this category, which is comprised primarily of airplane and automobile loans, include the following factors, among others: income sources and reliability, credit histories, term of repayment, and collateral value, as applicable. These are typically granted on an unsecured basis, with the exception of airplane and automobile loans.
Credit Quality
Commercial Lending Credit Quality
The Company monitors credit quality indicators and utilizes portfolio scorecards to assess the risk of its commercial portfolio. Specifically, the company utilizes a 15-point credit risk-rating system to manage risk and identify potential problem loans.
Prior to December 31, 2020, the Company utilized a 12-point credit risk-rating system to manage risk and identify potential problem loans. In the fourth quarter of 2020, the Company realigned its credit risk-rating system, transitioning to a 15-point credit risk-rating system. The expansion from the prior 12-point scale will provide more refinement in the pass grade categories; new pass grades are 0-10. There are no changes to non-pass categories, which continue to align with regulatory guidelines and are found in ratings: special mention (11), substandard (12), doubtful (13) and loss (14). The Company believes that increasing granularity of the risk rating system allows for more robust portfolio management and increased precision and effectiveness of credit risk identification.
Under both point systems, risk-rating assignments are based upon a number of quantitative and qualitative factors that are under continual review. Factors include cash flow, collateral coverage, liquidity, leverage, position within the industry, internal controls and management, financial reporting, and other considerations. The risk-rating categories under the new 15-point credit risk-rating system are defined as follows:
0 Risk Rating- Unrated
Certain segments of the portfolios are not rated. These segments include airplane loans, business banking scored loan products, and other commercial loans managed by exception. Loans within this unrated loan segment are monitored by delinquency status; and for lines of credit greater than $100,000 in exposure, an annual review is conducted. The Company supplements performance data with current business credit scores for the business banking portfolio on a quarterly basis. Unrated commercial and business banking loans are generally restricted to commercial exposure less than $1 million. Loans included in this category have qualification requirements that include risk rating of 10 or better at time of recommendation for unrated status, acceptable management of deposit accounts, and no known negative changes in management, operations or financial performance.
For purposes of estimating the allowance for loan losses, unrated loans are considered in the same manner as pass rated loans.
1-10 Risk Rating – Pass
Loans with a risk rating of 1-10 are classified as “Pass” and are comprised of loans that range from “substantially risk free” which indicates borrowers of unquestioned credit standing, well-established national companies with a very strong financial condition, and loans fully secured by policy conforming cash levels, through “low pass” which indicates acceptable rated loans that may be experiencing weak cash flow, impending lease rollover or minor liquidity concerns.
11 Risk Rating – Special Mention (Potential Weakness)
Loans to borrowers in this category exhibit potential weaknesses or downward trends deserving management’s close attention. While potentially weak, no loss of principal or interest is envisioned. Included in this category are borrowers who are performing as agreed, are weak when compared to industry standards, may be experiencing an interim loss and may be in declining industries. An element of asset quality, financial flexibility or management is below average. The Company does not consider borrowers within this category as new business prospects. Borrowers rated special mention may find it difficult to obtain alternative financing from traditional bank sources.
12 Risk Rating – Substandard (Well-Defined Weakness)
Loans with a risk-rating of 12 exhibit well-defined weaknesses that, if not corrected, may jeopardize the orderly liquidation of the debt. A loan is classified as substandard if it is inadequately protected by the repayment capacity of the obligor or by the collateral pledged. Specifically, repayment under market rates and terms, or by the requirements under the existing loan documents, is in jeopardy, but no loss of principal or interest is envisioned. There is a possibility that a partial loss of principal and/or interest will occur in the future if the deficiencies are not corrected. Loss potential, while existing in the aggregate portfolio of substandard assets does not have to exist in individual assets classified as substandard. Non-accrual is possible, but not mandatory, in this class.
13 Risk Rating – Doubtful (Loss Probable)
Loans classified as doubtful have comparable weaknesses as found in the loans classified as substandard, with the added provision that such weaknesses make collection of the debt in full (based on currently existing facts, conditions and values) highly questionable and improbable. Serious problems exist such that a partial loss of principal is likely. The probability of loss exists, however, because of reasonable specific pending factors that may work to strengthen the credit, estimated losses are deferred until a more exact status can be determined. Specific reserves will be the amount identified after specific review. Non-accrual is mandatory in this class.
14 Risk Rating – Loss
Loans to borrowers in this category are deemed incapable of repayment. Loans to such borrowers are considered uncollectible and of such little value that continuance as active assets of the Company is not warranted. This classification does not mean that the loans have no recovery or salvage value, but rather, it is not practical or desirable to defer writing off these assets even though partial recovery may occur in the future. Loans in this category have a recorded investment of $0 at the time of the downgrade.
The credit quality of the commercial loan portfolio is actively monitored and supported by a comprehensive credit approval process; and all large dollar transactions are sent for approval to a committee of seasoned business line and credit professionals. Risk ratings are periodically reviewed and the Company maintains an independent credit risk review function that reports directly to the Risk Management Committee of the Board of Directors. Credits that demonstrate significant deterioration in credit quality are transferred to a specialized group of experienced officers for individual attention.
The following tables detail the internal risk-rating categories for the Company’s commercial and industrial, commercial real estate, commercial construction and business banking portfolios:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2020
|
Category
|
|
Commercial and
Industrial
|
|
Commercial
Real Estate
|
|
Commercial
Construction
|
|
Business
Banking
|
|
Total
|
|
|
|
Unrated
|
|
$
|
655,346
|
|
|
$
|
6,585
|
|
|
$
|
—
|
|
|
$
|
918,921
|
|
|
$
|
1,580,852
|
|
Pass
|
|
1,199,522
|
|
|
3,256,697
|
|
|
280,792
|
|
|
336,657
|
|
|
5,073,668
|
|
Special mention
|
|
78,117
|
|
|
134,562
|
|
|
10,330
|
|
|
57,092
|
|
|
280,101
|
|
Substandard
|
|
47,525
|
|
|
173,308
|
|
|
14,586
|
|
|
24,788
|
|
|
260,207
|
|
Doubtful
|
|
14,506
|
|
|
2,478
|
|
|
—
|
|
|
1,706
|
|
|
18,690
|
|
Loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
|
$
|
1,995,016
|
|
|
$
|
3,573,630
|
|
|
$
|
305,708
|
|
|
$
|
1,339,164
|
|
|
$
|
7,213,518
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2019
|
Category
|
|
Commercial and
Industrial
|
|
Commercial
Real Estate
|
|
Commercial
Construction
|
|
Business
Banking
|
|
Total
|
|
|
|
Unrated
|
|
$
|
150,226
|
|
|
$
|
48,266
|
|
|
$
|
331
|
|
|
$
|
445,201
|
|
|
$
|
644,024
|
|
Pass
|
|
1,405,902
|
|
|
3,436,267
|
|
|
260,615
|
|
|
315,194
|
|
|
5,417,978
|
|
Special mention
|
|
24,171
|
|
|
28,606
|
|
|
9,438
|
|
|
2,006
|
|
|
64,221
|
|
Substandard
|
|
42,894
|
|
|
21,635
|
|
|
3,390
|
|
|
8,207
|
|
|
76,126
|
|
Doubtful
|
|
18,991
|
|
|
667
|
|
|
—
|
|
|
890
|
|
|
20,548
|
|
Loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
|
$
|
1,642,184
|
|
|
$
|
3,535,441
|
|
|
$
|
273,774
|
|
|
$
|
771,498
|
|
|
$
|
6,222,897
|
|
Paycheck Protection Program (“PPP”) loans are included within the unrated category of the commercial and industrial and business banking portfolios in the table above. Commercial and industrial PPP and business banking PPP loans amounted to $568.8 million and $457.4 million, respectively, at December 31, 2020. The Company does not have an allowance for loan losses for PPP loans as they are 100% guaranteed by the SBA.
Residential and Consumer Lending Credit Quality
For the Company’s residential and consumer portfolios, the quality of the loan is best indicated by the repayment performance of an individual borrower. Updated appraisals, broker opinions of value and other collateral valuation methods are employed in the residential and consumer portfolios, typically for credits that are deteriorating. Delinquency status is determined using payment performance, while accrual status may be determined using a combination of payment performance, expected borrower viability and collateral value. Delinquent consumer loans are handled by a team of seasoned collection specialists.
Asset Quality
In response to the novel coronavirus ("COVID-19") pandemic, the Company has granted loan modifications to allow deferral of payments for borrowers negatively impacted by the COVID-19 pandemic. Modifications granted to customers allowed for full payment deferrals (principal and interest) or deferral of only principal payments. The balance of loans which underwent a modification and have not yet resumed payment as of December 31, 2020 was $332.7 million. The Company defines a modified loan to have resumed payment if it is one month past the modification end date and not more than 30 days past due. These modifications with active deferrals met the criteria of either Section 4013 of the CARES Act or the Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus (Revised) and therefore are not deemed TDRs. Additionally, loans that are performing in accordance with the contractual terms of the modification are not reflected as being past due and therefore are not impacting non-accrual or delinquency totals as of December 31, 2020. The Company continued to accrue interest on these COVID-19 modified loans and evaluated the deferred interest for collectability as of December 31, 2020.
The Company manages its loan portfolio with careful monitoring. As a general rule, loans more than 90 days past due with respect to principal and interest are classified as non-accrual loans. Exceptions may be made if management believes that collateral held by the Company is clearly sufficient and in full satisfaction of both principal and interest, or the loan is accounted for as a PCI loan. Therefore, as permitted by banking regulations, certain consumer loans past due 90 days or more may continue to accrue interest. The Company may also use discretion regarding other loans over 90 days delinquent if the loan is well secured and in the process of collection. Non-accrual loans and loans that are more than 90 days past due but still accruing interest are considered non-performing loans.
Non-accrual loans may be returned to an accrual status when principal and interest payments are no longer delinquent, and the risk characteristics of the loan have improved to the extent that there no longer exists a concern as to the collectability of principal and interest. Loans are considered past due based upon the number of days delinquent according to their contractual terms. Specifically, non-accrual residential loans that have been restructured must perform for a period of six months before being considered for accrual status.
A loan is expected to remain on non-accrual status until it becomes current with respect to principal and interest, the loan is liquidated, or the loan is determined to be uncollectible and is charged-off against the allowance for loan losses.
The following is a summary pertaining to the breakdown of the Company’s non-accrual loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31,
|
|
2020
|
|
2019
|
|
(In thousands)
|
Commercial and industrial
|
$
|
11,714
|
|
|
$
|
21,471
|
|
Commercial real estate
|
915
|
|
|
4,120
|
|
Commercial construction
|
—
|
|
|
—
|
|
Business banking
|
17,430
|
|
|
8,502
|
|
Residential real estate
|
6,815
|
|
|
5,598
|
|
Consumer home equity
|
3,602
|
|
|
2,137
|
|
Other consumer
|
529
|
|
|
623
|
|
Total non-accrual loans
|
$
|
41,005
|
|
|
$
|
42,451
|
|
The following tables show the age analysis of past due loans as of the dates indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2020
|
|
30-59
Days Past
Due
|
|
60-89
Days Past
Due
|
|
90 or More
Days Past
Due
|
|
Total Past
Due
|
|
Current
|
|
Total
Loans
|
|
Recorded
Investment
> 90 Days
and Accruing
|
|
(In thousands)
|
Commercial and industrial
|
$
|
4
|
|
|
$
|
268
|
|
|
$
|
1,924
|
|
|
$
|
2,196
|
|
|
$
|
1,992,820
|
|
|
$
|
1,995,016
|
|
|
$
|
848
|
|
Commercial real estate
|
—
|
|
|
556
|
|
|
1,545
|
|
|
2,101
|
|
|
3,571,529
|
|
|
3,573,630
|
|
|
1,111
|
|
Commercial construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
305,708
|
|
|
305,708
|
|
|
—
|
|
Business banking
|
5,279
|
|
|
3,311
|
|
|
10,196
|
|
|
18,786
|
|
|
1,320,378
|
|
|
1,339,164
|
|
|
—
|
|
Residential real estate
|
9,184
|
|
|
2,517
|
|
|
4,904
|
|
|
16,605
|
|
|
1,354,352
|
|
|
1,370,957
|
|
|
279
|
|
Consumer home equity
|
1,806
|
|
|
364
|
|
|
3,035
|
|
|
5,205
|
|
|
863,065
|
|
|
868,270
|
|
|
9
|
|
Other consumer
|
1,978
|
|
|
234
|
|
|
517
|
|
|
2,729
|
|
|
275,051
|
|
|
277,780
|
|
|
—
|
|
Total
|
$
|
18,251
|
|
|
$
|
7,250
|
|
|
$
|
22,121
|
|
|
$
|
47,622
|
|
|
$
|
9,682,903
|
|
|
$
|
9,730,525
|
|
|
$
|
2,247
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2019
|
|
30-59
Days Past
Due
|
|
60-89
Days Past
Due
|
|
90 or More
Days Past
Due
|
|
Total Past
Due
|
|
Current
|
|
Total
Loans
|
|
Recorded
Investment
>90 Days
and Accruing
|
|
(In thousands)
|
Commercial and industrial
|
$
|
1,407
|
|
|
$
|
—
|
|
|
$
|
963
|
|
|
$
|
2,370
|
|
|
$
|
1,639,814
|
|
|
$
|
1,642,184
|
|
|
$
|
—
|
|
Commercial real estate
|
1,290
|
|
|
100
|
|
|
1,856
|
|
|
3,246
|
|
|
3,532,195
|
|
|
3,535,441
|
|
|
1,315
|
|
Commercial construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
273,774
|
|
|
273,774
|
|
|
—
|
|
Business banking
|
3,031
|
|
|
763
|
|
|
6,095
|
|
|
9,889
|
|
|
761,609
|
|
|
771,498
|
|
|
—
|
|
Residential real estate
|
14,030
|
|
|
2,563
|
|
|
3,030
|
|
|
19,623
|
|
|
1,409,007
|
|
|
1,428,630
|
|
|
—
|
|
Consumer home equity
|
2,497
|
|
|
430
|
|
|
1,636
|
|
|
4,563
|
|
|
928,525
|
|
|
933,088
|
|
|
9
|
|
Other consumer
|
3,451
|
|
|
514
|
|
|
579
|
|
|
4,544
|
|
|
397,887
|
|
|
402,431
|
|
|
—
|
|
Total
|
$
|
25,706
|
|
|
$
|
4,370
|
|
|
$
|
14,159
|
|
|
$
|
44,235
|
|
|
$
|
8,942,811
|
|
|
$
|
8,987,046
|
|
|
$
|
1,324
|
|
In the normal course of business, the Company may become aware of possible credit problems in which borrowers exhibit potential for the inability to comply with the contractual terms of their loans, but which currently do not yet meet the criteria for classification as non-performing loans. However, based upon the Company’s past experiences, some of these loans with potential weaknesses will ultimately be restructured or placed in non-accrual status.
Troubled Debt Restructurings (“TDR”)
In cases where a borrower experiences financial difficulty and the Company makes certain concessionary modifications to contractual terms, the loan is classified as a troubled debt restructured loan. The objective is to aid in the resolution of non-performing loans by modifying the contractual obligation to avoid the possibility of foreclosure.
All TDR loans are considered impaired and therefore are subject to a specific review for impairment loss. The amount of impairment loss, if any, is recorded as a specific loss allocation to each individual loan in the allowance for loan losses. Commercial loans and residential loans that have been classified as TDRs and which subsequently default are reviewed to determine if the loan should be deemed collateral dependent. In such an instance, any shortfall between the value of the collateral and the book value of the loan is determined by measuring the recorded investment in the loan against the fair value of the collateral less costs to sell.
The Company’s policy is to have any TDR loans which are on non-accrual status prior to being modified remain on non-accrual status for approximately six months subsequent to being modified before management considers its return to accrual status. If the TDR loan is on accrual status prior to being modified, it is reviewed to determine if the modified loan should remain on accrual status.
The following table shows the TDR loans on accrual and non-accrual status as of the dates indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2020
|
|
TDRs on Accrual Status
|
|
TDRs on Non-accrual Status
|
|
Total TDRs
|
|
Number of Loans
|
|
Balance of
Loans
|
|
Number of
Loans
|
|
Balance of
Loans
|
|
Number of
Loans
|
|
Balance of
Loans
|
|
(Dollars in thousands)
|
Commercial and industrial
|
1
|
|
|
$
|
5,628
|
|
|
7
|
|
|
$
|
6,819
|
|
|
8
|
|
|
$
|
12,447
|
|
Commercial real estate
|
1
|
|
|
3,521
|
|
|
1
|
|
|
480
|
|
|
2
|
|
|
4,001
|
|
Business banking
|
6
|
|
|
4,471
|
|
|
6
|
|
|
722
|
|
|
12
|
|
|
5,193
|
|
Residential real estate
|
146
|
|
|
23,416
|
|
|
27
|
|
|
3,273
|
|
|
173
|
|
|
26,689
|
|
Consumer home equity
|
91
|
|
|
4,030
|
|
|
12
|
|
|
815
|
|
|
103
|
|
|
4,845
|
|
Other consumer
|
3
|
|
|
29
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
29
|
|
Total
|
248
|
|
|
$
|
41,095
|
|
|
53
|
|
|
$
|
12,109
|
|
|
301
|
|
|
$
|
53,204
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2019
|
|
TDRs on Accrual Status
|
|
TDRs on Non-accrual Status
|
|
Total TDRs
|
|
Number of Loans
|
|
Balance of
Loans
|
|
Number of Loans
|
|
Balance of
Loans
|
|
Number of Loans
|
|
Balance of
Loans
|
|
(Dollars in thousands)
|
Commercial and industrial
|
4
|
|
|
$
|
10,899
|
|
|
14
|
|
|
$
|
19,781
|
|
|
18
|
|
|
$
|
30,680
|
|
Commercial real estate
|
1
|
|
|
3,520
|
|
|
3
|
|
|
3,338
|
|
|
4
|
|
|
6,858
|
|
Business banking
|
2
|
|
|
3,156
|
|
|
1
|
|
|
204
|
|
|
3
|
|
|
3,360
|
|
Residential real estate
|
152
|
|
|
25,093
|
|
|
27
|
|
|
3,977
|
|
|
179
|
|
|
29,070
|
|
Consumer home equity
|
89
|
|
|
5,955
|
|
|
5
|
|
|
600
|
|
|
94
|
|
|
6,555
|
|
Total
|
248
|
|
|
$
|
48,623
|
|
|
50
|
|
|
$
|
27,900
|
|
|
298
|
|
|
$
|
76,523
|
|
The amount of specific reserve associated with the TDRs was $3.5 million and $3.2 million at December 31, 2020 and 2019, respectively. The amount of additional commitments to lend to borrowers who have been a party to a TDR was $0 and $2.5 million at December 31, 2020 and 2019, respectively.
The following tables show the modifications which occurred during the periods and the change in the recorded investment subsequent to the modifications occurring:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
Number
of
Contracts
|
|
Pre-
Modification
Outstanding
Recorded
Investment
|
|
Post-
Modification
Outstanding
Recorded
Investment (1)
|
|
Number
of
Contracts
|
|
Pre-
Modification
Outstanding
Recorded
Investment
|
|
Post-
Modification
Outstanding
Recorded
Investment
(1)
|
|
Number
of
Contracts
|
|
Pre-
Modification
Outstanding
Recorded
Investment
|
|
Post-
Modification
Outstanding
Recorded
Investment
(1)
|
|
(Dollars in thousands)
|
Commercial and industrial
|
1
|
|
|
$
|
140
|
|
|
$
|
140
|
|
|
16
|
|
|
$
|
18,912
|
|
|
$
|
19,212
|
|
|
7
|
|
|
$
|
5,926
|
|
|
$
|
6,786
|
|
Commercial real estate
|
1
|
|
|
506
|
|
|
506
|
|
|
2
|
|
|
3,277
|
|
|
3,277
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Business banking
|
6
|
|
|
1,642
|
|
|
1,642
|
|
|
2
|
|
|
3,184
|
|
|
3,184
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Residential real estate
|
6
|
|
|
920
|
|
|
920
|
|
|
11
|
|
|
2,659
|
|
|
2,696
|
|
|
14
|
|
|
2,235
|
|
|
2,278
|
|
Consumer home equity
|
22
|
|
|
969
|
|
|
973
|
|
|
9
|
|
|
2,053
|
|
|
2,392
|
|
|
10
|
|
|
1,122
|
|
|
1,128
|
|
Other consumer
|
4
|
|
|
58
|
|
|
58
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
40
|
|
|
$
|
4,235
|
|
|
$
|
4,239
|
|
|
40
|
|
|
$
|
30,085
|
|
|
$
|
30,761
|
|
|
31
|
|
|
$
|
9,283
|
|
|
$
|
10,192
|
|
(1)The post-modification balances represent the balance of the loan on the date of modification. These amounts may show an increase when modification includes capitalization of interest.
At December 31, 2020 and 2019, the outstanding recorded investment of loans that were new to TDR during the period was $3.9 million and $36.2 million, respectively.
The following table shows the Company’s post-modification balance of TDRs listed by type of modification during the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
(In thousands)
|
Adjusted interest rate and extended maturity
|
$
|
—
|
|
|
$
|
1,513
|
|
|
$
|
1,338
|
|
Adjusted interest rate and principal deferred
|
—
|
|
|
39
|
|
|
715
|
|
Adjusted interest rate
|
—
|
|
|
3,352
|
|
|
676
|
|
Interest only/principal deferred
|
1,305
|
|
|
2,769
|
|
|
5,926
|
|
Extended maturity
|
35
|
|
|
—
|
|
|
—
|
|
Extended maturity and interest only/principal deferred
|
427
|
|
|
47
|
|
|
677
|
|
Additional underwriting- increased exposure
|
—
|
|
|
10,822
|
|
|
—
|
|
Principal and interest deferred
|
422
|
|
|
—
|
|
|
—
|
|
Court-ordered concession
|
1,995
|
|
|
355
|
|
|
—
|
|
Subordination
|
—
|
|
|
11,032
|
|
|
—
|
|
Other
|
55
|
|
|
832
|
|
|
860
|
|
Total
|
$
|
4,239
|
|
|
$
|
30,761
|
|
|
$
|
10,192
|
|
The following table shows the loans that have been modified during the prior 12 months which have subsequently defaulted during the periods indicated. The Company considers a loan to have defaulted when it reaches 90 days past due or is transferred to non-accrual:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
Number of
Contracts
|
|
Recorded
Investment
|
|
Number of
Contracts
|
|
Recorded
Investment
|
|
Number of
Contracts
|
|
Recorded
Investment
|
|
(Dollars in thousands)
|
Troubled debt restructurings that subsequently defaulted (1):
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial
|
—
|
|
|
$
|
—
|
|
|
10
|
|
|
$
|
18,808
|
|
|
—
|
|
|
$
|
—
|
|
Commercial real estate
|
—
|
|
|
—
|
|
|
2
|
|
|
3,125
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
144
|
|
Consumer home equity
|
1
|
|
|
40
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
116
|
|
Total
|
1
|
|
|
$
|
40
|
|
|
12
|
|
|
$
|
21,933
|
|
|
2
|
|
|
$
|
260
|
|
(1)This table does not reflect any TDRs which were fully charged off, paid off, or otherwise settled during the period.
During the years ended December 31, 2020, 2019, and 2018 the amounts charged-off on TDRs modified in the prior 12 months were $0.2 million, $0 and $1.5 million respectively.
Impaired Loans
Impaired loans consist of all loans for which management has determined it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreements. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due.
The Company measures impairment of loans using a discounted cash flow method, the loan’s observable market price, or the fair value of the collateral if the loan is collateral dependent. The Company has defined the population of impaired loans to include certain non-accrual loans, TDR loans and residential and home equity loans that have been partially charged off.
The following table summarizes the Company’s impaired loans by loan portfolio as of the dates indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31,
|
|
2020
|
|
2019
|
|
Recorded
Investment
|
|
Unpaid
Principal
Balance
|
|
Related
Allowance
|
|
Recorded
Investment
|
|
Unpaid
Principal
Balance
|
|
Related
Allowance
|
|
(In thousands)
|
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial
|
$
|
9,182
|
|
|
$
|
11,212
|
|
|
$
|
—
|
|
|
$
|
22,074
|
|
|
$
|
22,819
|
|
|
$
|
—
|
|
Commercial real estate
|
3,955
|
|
|
3,974
|
|
|
—
|
|
|
7,553
|
|
|
7,808
|
|
|
—
|
|
Business banking
|
5,250
|
|
|
7,659
|
|
|
—
|
|
|
2,738
|
|
|
4,062
|
|
|
—
|
|
Residential real estate
|
14,730
|
|
|
17,010
|
|
|
—
|
|
|
16,517
|
|
|
17,858
|
|
|
—
|
|
Consumer home equity
|
2,571
|
|
|
2,571
|
|
|
—
|
|
|
3,666
|
|
|
3,697
|
|
|
—
|
|
Other consumer
|
29
|
|
|
29
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Sub-total
|
35,717
|
|
|
42,455
|
|
|
—
|
|
|
52,548
|
|
|
56,244
|
|
|
—
|
|
With an allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial
|
8,161
|
|
|
8,432
|
|
|
4,555
|
|
|
10,296
|
|
|
10,503
|
|
|
2,337
|
|
Commercial real estate
|
480
|
|
|
497
|
|
|
210
|
|
|
88
|
|
|
90
|
|
|
40
|
|
Business banking
|
16,651
|
|
|
21,146
|
|
|
1,435
|
|
|
8,920
|
|
|
13,176
|
|
|
571
|
|
Residential real estate
|
12,326
|
|
|
12,326
|
|
|
1,565
|
|
|
13,015
|
|
|
14,072
|
|
|
1,399
|
|
Consumer home equity
|
2,274
|
|
|
2,274
|
|
|
289
|
|
|
2,889
|
|
|
2,913
|
|
|
322
|
|
Sub-total
|
39,892
|
|
|
44,675
|
|
|
8,054
|
|
|
35,208
|
|
|
40,754
|
|
|
4,669
|
|
Total
|
$
|
75,609
|
|
|
$
|
87,130
|
|
|
$
|
8,054
|
|
|
$
|
87,756
|
|
|
$
|
96,998
|
|
|
$
|
4,669
|
|
The following tables display information regarding interest income recognized on impaired loans, by portfolio, for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
Average
Recorded
Investment
|
|
Total
Interest
Recognized
|
|
Average
Recorded
Investment
|
|
Total
Interest
Recognized
|
|
Average
Recorded
Investment
|
|
Total
Interest
Recognized
|
|
(In thousands)
|
With no allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial
|
$
|
12,941
|
|
|
$
|
206
|
|
|
$
|
17,695
|
|
|
$
|
615
|
|
|
$
|
10,797
|
|
|
$
|
429
|
|
Commercial real estate
|
5,124
|
|
|
179
|
|
|
9,987
|
|
|
179
|
|
|
8,993
|
|
|
328
|
|
Business banking
|
3,008
|
|
|
92
|
|
|
2,072
|
|
|
70
|
|
|
1,298
|
|
|
—
|
|
Residential real estate
|
14,654
|
|
|
589
|
|
|
15,501
|
|
|
671
|
|
|
11,880
|
|
|
470
|
|
Consumer home equity
|
3,299
|
|
|
87
|
|
|
2,869
|
|
|
124
|
|
|
1,944
|
|
|
81
|
|
Other consumer
|
36
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Sub-total
|
39,062
|
|
|
1,154
|
|
|
48,124
|
|
|
1,659
|
|
|
34,912
|
|
|
1,308
|
|
With an allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial
|
7,947
|
|
|
—
|
|
|
6,141
|
|
|
—
|
|
|
5,647
|
|
|
—
|
|
Commercial real estate
|
644
|
|
|
—
|
|
|
391
|
|
|
—
|
|
|
919
|
|
|
—
|
|
Business banking
|
13,663
|
|
|
62
|
|
|
7,730
|
|
|
86
|
|
|
7,015
|
|
|
—
|
|
Residential real estate
|
12,194
|
|
|
521
|
|
|
12,215
|
|
|
528
|
|
|
16,072
|
|
|
636
|
|
Consumer home equity
|
2,334
|
|
|
77
|
|
|
2,261
|
|
|
99
|
|
|
2,629
|
|
|
111
|
|
Other consumer
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Sub-total
|
36,782
|
|
|
660
|
|
|
28,738
|
|
|
713
|
|
|
32,282
|
|
|
747
|
|
Total
|
$
|
75,844
|
|
|
$
|
1,814
|
|
|
$
|
76,862
|
|
|
$
|
2,372
|
|
|
$
|
67,194
|
|
|
$
|
2,055
|
|
Purchased Credit Impaired Loans
The following table displays the outstanding and carrying amounts of PCI loans as of the dates indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31,
|
|
2020
|
|
2019
|
|
(In Thousands)
|
Outstanding balance
|
$
|
9,982
|
|
|
$
|
15,149
|
|
Carrying amount
|
9,297
|
|
|
13,451
|
|
The excess of cash flows expected to be collected over the carrying amount of the loans, referred to as the “accretable yield,” is accreted into interest income over the life of the loans using the effective yield method. The following table summarizes activity in the accretable yield for the PCI loan portfolio:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
|
|
|
Balance at beginning of period
|
$
|
3,923
|
|
|
$
|
6,161
|
|
|
$
|
7,618
|
|
Acquisition
|
—
|
|
|
—
|
|
|
—
|
|
Accretion
|
(1,374)
|
|
|
(2,132)
|
|
|
(2,559)
|
|
Other change in expected cash flows
|
(185)
|
|
|
(898)
|
|
|
(680)
|
|
Reclassification (to) from non-accretable difference for loans with (deteriorated) improved cash flows
|
131
|
|
|
792
|
|
|
1,782
|
|
Balance at end of period
|
$
|
2,495
|
|
|
$
|
3,923
|
|
|
$
|
6,161
|
|
The estimate of cash flows expected to be collected is regularly re-assessed subsequent to acquisition. A decrease in expected cash flows in subsequent periods may indicate that the loan is impaired which would require the establishment of an allowance for loan losses by a charge to the provision for loan losses. An increase in expected cash flows in subsequent periods serves, first, to reduce any previously established allowance for loan losses by the increase in the present value of cash flows expected to be collected, and results in a recalculation of the amount of accretable yield for the loan. The adjustment of accretable yield due to an increase in expected cash flows is accounted for as a change in estimate. The additional cash flows expected to be collected are reclassified from the non-accretable difference to the accretable yield, and the amount of periodic accretion is adjusted accordingly over the remaining life of the loans.
Loan Participations
The Company occasionally purchases commercial loan participations, or participates in syndications through the SNC Program. These participations meet the same underwriting, credit and portfolio management standards as the Company’s other loans and are applied against the same criteria to determine the allowance for loan losses as other loans. As of December 31, 2020 and 2019, the Company held commercial loan participation interests totaling $1.0 billion and $965.1 million, respectively.
The following table summarizes the Company’s loan participations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of and for the Year Ended December 31,
|
|
2020
|
|
2019
|
|
Balance
|
|
Non-performing
Loan Rate
(%)
|
|
Impaired
(%)
|
|
Gross
Charge-offs
|
|
Balance
|
|
Non-performing
Loan Rate
(%)
|
|
Impaired
(%)
|
|
Gross
Charge-offs
|
|
(Dollars in thousands)
|
Commercial and industrial
|
$
|
598,873
|
|
|
1.11
|
%
|
|
1.11
|
%
|
|
$
|
—
|
|
|
$
|
586,346
|
|
|
2.76
|
%
|
|
2.76
|
%
|
|
$
|
—
|
|
Commercial real estate
|
306,202
|
|
|
0.00
|
%
|
|
0.00
|
%
|
|
—
|
|
|
314,487
|
|
|
0.00
|
%
|
|
0.00
|
%
|
|
—
|
|
Commercial construction
|
119,600
|
|
|
0.00
|
%
|
|
0.00
|
%
|
|
—
|
|
|
64,259
|
|
|
0.00
|
%
|
|
0.00
|
%
|
|
—
|
|
Business banking
|
34
|
|
|
0.00
|
%
|
|
0.00
|
%
|
|
15
|
|
|
57
|
|
|
0.00
|
%
|
|
0.00
|
%
|
|
—
|
|
Total loan participations
|
$
|
1,024,709
|
|
|
0.65
|
%
|
|
0.65
|
%
|
|
$
|
15
|
|
|
$
|
965,149
|
|
|
1.68
|
%
|
|
1.68
|
%
|
|
$
|
—
|
|
6. Premises and Equipment
The following table summarizes the Company’s premises and equipment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31,
|
|
Estimated
|
|
2020
|
|
2019
|
|
Useful Life
|
|
(In thousands)
|
|
(In years)
|
Premises and equipment used in operations:
|
|
|
|
|
|
Land
|
$
|
7,410
|
|
|
$
|
7,410
|
|
|
N/A
|
Buildings
|
58,112
|
|
|
57,075
|
|
|
5-30
|
Equipment
|
55,919
|
|
|
57,720
|
|
|
3-5
|
Leasehold improvements
|
34,561
|
|
|
35,447
|
|
|
5-25
|
Total cost
|
156,002
|
|
|
157,652
|
|
|
|
Accumulated depreciation
|
(107,334)
|
|
|
(101,085)
|
|
|
|
Premises and equipment used in operations, net
|
48,668
|
|
|
56,567
|
|
|
|
Premises and equipment held for sale (1)
|
730
|
|
|
886
|
|
|
|
Net premises and equipment
|
$
|
49,398
|
|
|
$
|
57,453
|
|
|
|
(1) The Company classified a branch location as held for sale
The Company had depreciation expense related to premises and equipment of $13.0 million, $15.9 million, and $16.2 million during the years ended December 31, 2020, 2019, and 2018, respectively.
7. Leases
The Company leases certain office space and equipment under various non-cancelable operating leases. These leases have original terms ranging from 1 year to 25 years. Operating lease liabilities and ROU assets are recognized at the lease commencement date based upon the present value of the future minimum lease payments over the lease term. Operating lease liabilities are recorded within other liabilities and ROU assets are recorded within other assets in the Company’s consolidated balance sheet.
As of December 31, 2020, the Company had the following related to operating leases:
|
|
|
|
|
|
|
As of December 31, 2020
|
|
(In thousands)
|
Right-of-use assets
|
$
|
81,596
|
|
Lease liabilities
|
85,330
|
|
The following table is a summary of the Company’s components of net lease cost for the year ended December 31, 2020:
|
|
|
|
|
|
|
For the Year Ended December 31, 2020
|
|
(In thousands)
|
Operating lease cost
|
$
|
14,402
|
|
Finance lease cost
|
71
|
|
Variable lease cost
|
1,982
|
|
Total lease cost
|
$
|
16,455
|
|
During the year ended December 31, 2020, the Company made $14.2 million in cash payments for operating and finance leases.
The rent expense for operating leases during the years ended December 31, 2019 and 2018 amounted to $16.2 million and $14.3 million, respectively. The rent expense for equipment operating leases amounted to $0.7 million for both the years ended December 31, 2019 and 2018.
Finance leases are not material. Finance lease liabilities are recorded within other liabilities and finance ROU assets are recorded within other assets in the Company’s consolidated balance sheet.
Supplemental balance sheet information related to operating leases as of December 31, 2020 is as follows:
|
|
|
|
|
|
|
As of December 31, 2020
|
Weighted-average remaining lease term (in years)
|
8.50
|
Weighted-average discount rate
|
2.65
|
%
|
The following table sets forth the undiscounted cash flows of base rent related to operating leases outstanding at December 31, 2020 with payments scheduled over the next five years and thereafter, including a reconciliation to the operating lease liability recognized in other liabilities in the Company’s consolidated balance sheet:
|
|
|
|
|
|
Year
|
(In thousands)
|
2021
|
$
|
13,748
|
|
2022
|
12,733
|
|
2023
|
12,190
|
|
2024
|
11,430
|
|
2025
|
10,575
|
|
Thereafter
|
35,070
|
|
Total minimum lease payments
|
95,746
|
|
Less: amount representing interest
|
10,416
|
|
Present value of future minimum lease payments
|
$
|
85,330
|
|
8. Goodwill and Other Intangibles
The following tables set forth the carrying amount of goodwill and other intangible assets, net of accumulated amortization by reporting unit at the dates indicated below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2020
|
|
Banking
Business
|
|
Insurance
Agency Business
|
|
Net
Carrying
Amount
|
|
(In thousands)
|
Balances not subject to amortization
|
|
|
|
|
|
Goodwill
|
$
|
298,611
|
|
|
$
|
70,866
|
|
|
$
|
369,477
|
|
Balances subject to amortization
|
|
|
|
|
|
Insurance agency
|
—
|
|
|
6,899
|
|
|
6,899
|
|
Core deposits
|
158
|
|
|
—
|
|
|
158
|
|
Total other intangible assets
|
158
|
|
|
6,899
|
|
|
7,057
|
|
Total goodwill and other intangible assets
|
$
|
298,769
|
|
|
$
|
77,765
|
|
|
$
|
376,534
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2019
|
|
Banking
Business
|
|
Insurance
Agency Business
|
|
Net
Carrying
Amount
|
|
(In thousands)
|
Balances not subject to amortization
|
|
|
|
|
|
Goodwill
|
$
|
298,611
|
|
|
$
|
70,420
|
|
|
$
|
369,031
|
|
Balances subject to amortization
|
|
|
|
|
|
Insurance agency
|
—
|
|
|
7,949
|
|
|
7,949
|
|
Core deposits
|
754
|
|
|
—
|
|
|
754
|
|
Total other intangible assets
|
754
|
|
|
7,949
|
|
|
8,703
|
|
Total goodwill and other intangible assets
|
$
|
299,365
|
|
|
$
|
78,369
|
|
|
$
|
377,734
|
|
The changes in the carrying value of goodwill for the periods indicated were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, 2020
|
|
Banking
Business
|
|
Insurance
Agency Business
|
|
Net
Carrying
Amount
|
|
(In thousands)
|
Balance at beginning of year
|
$
|
298,611
|
|
|
$
|
70,420
|
|
|
$
|
369,031
|
|
Goodwill recorded during the year
|
—
|
|
|
446
|
|
|
446
|
|
Goodwill disposed of during the year
|
—
|
|
|
—
|
|
|
—
|
|
Balance at end of year
|
$
|
298,611
|
|
|
$
|
70,866
|
|
|
$
|
369,477
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, 2019
|
|
Banking
Business
|
|
Insurance
Agency Business
|
|
Net
Carrying
Amount
|
|
(In thousands)
|
Balance at beginning of year
|
$
|
298,611
|
|
|
$
|
70,420
|
|
|
$
|
369,031
|
|
Goodwill recorded during the year
|
—
|
|
|
—
|
|
|
—
|
|
Goodwill disposed of during the year
|
—
|
|
|
—
|
|
|
—
|
|
Balance at end of year
|
$
|
298,611
|
|
|
$
|
70,420
|
|
|
$
|
369,031
|
|
The gross carrying amount and accumulated amortization of other intangible assets were as follows at the dates indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31,
|
|
2020
|
|
2019
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net
Carrying
Amount
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net
Carrying
Amount
|
|
(In thousands)
|
Insurance agency
|
$
|
28,515
|
|
|
$
|
(21,616)
|
|
|
$
|
6,899
|
|
|
$
|
27,305
|
|
|
$
|
(19,356)
|
|
|
$
|
7,949
|
|
Core deposits
|
6,579
|
|
|
(6,421)
|
|
|
158
|
|
|
6,579
|
|
|
(5,825)
|
|
|
754
|
|
Total
|
$
|
35,094
|
|
|
$
|
(28,037)
|
|
|
$
|
7,057
|
|
|
$
|
33,884
|
|
|
$
|
(25,181)
|
|
|
$
|
8,703
|
|
The Company quantitatively assesses goodwill for impairment at the reporting unit level on an annual basis or sooner, if an event occurs or circumstances change which might indicate that the fair value of a reporting unit is below its carrying amount. The quantitative assessment was most recently performed as of September 30, 2020, and during the fourth quarter there were no events or changes in circumstances not already considered in the Company’s annual assessment. The Company considered the economic conditions, including the potential impact of the COVID-19 pandemic in the goodwill impairment test and determined there was no indication of impairment related to goodwill during the year ended December 31, 2020. Additionally, the Company did not record any impairment charges during the years ended December 31, 2019 and 2018.
The amortization expense of the Company’s intangible assets were $2.9 million, $3.5 million, and $3.9 million during the years ended December 31, 2020, 2019, and 2018, respectively.
The total weighted-average original amortization period for intangible assets is ten years. The Company has estimated the remaining useful life of its insurance agency intangible assets, comprising primarily of customer lists and non-compete agreements, and its core deposit intangible assets to have a weighted-average of five years and one year, respectively.
The estimated amortization expense for each of the five succeeding years and thereafter is as follows:
|
|
|
|
|
|
Year
|
(In thousands)
|
2021
|
$
|
2,125
|
|
2022
|
1,606
|
|
2023
|
1,174
|
|
2024
|
878
|
|
2025
|
603
|
|
Thereafter
|
671
|
|
Total amortization expense
|
$
|
7,057
|
|
Other intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Company considered the impact of the COVID-19 pandemic as it pertains to these intangible assets and determined that there was no indication of impairment related to other intangible assets during the year ended December 31, 2020. Additionally, the Company did not record any impairment charges during the years ended December 31, 2019 and 2018.
9. Deposits
In order to manage reserve requirements at the Federal Reserve Bank of Boston, the Company has established overnight programs which sweep certain demand and interest checking accounts into money market investment accounts. Reported deposit balances do not reflect the impact of the overnight sweep programs. At December 31, 2020 and 2019, the Company swept $6.6 billion, and $4.7 billion, respectively, from demand deposit and interest checking balances into money market investments for reserve requirement purposes.
Other time deposits of $100,000 and greater, including certificates of deposits of $100,000 and greater, at December 31, 2020 and 2019 totaled $115.3 million and $157.6 million, respectively.
The following table summarizes the certificate of deposits by maturity at December 31, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
|
|
Percentage of Total
|
Year
|
(Dollars in thousands)
|
2021
|
$
|
222,103
|
|
|
85.8
|
%
|
2022
|
19,240
|
|
|
7.4
|
%
|
2023
|
7,485
|
|
|
2.9
|
%
|
2024
|
6,538
|
|
|
2.5
|
%
|
2025
|
3,392
|
|
|
1.3
|
%
|
Thereafter
|
101
|
|
|
0.1
|
%
|
Total certificates of deposit
|
$
|
258,859
|
|
|
100.0
|
%
|
Interest expense related to deposits held by the Company for the years ended December 31, 2020, 2019, and 2018, was $11.3 million, $27.3 million and $17.4 million, respectively.
At December 31, 2020 and 2019, securities with a carrying value of $31.3 million and $21.9 million, respectively, were pledged to secure public deposits and for other purposes required by law. At December 31, 2020, securities pledged as collateral for deposits included Eastern Wealth Management cash accounts and municipal housing authority accounts. At December 31, 2019, securities pledged as collateral for deposits included a debtor in possession account that exceeded the FDIC insurance limit, Eastern Wealth Management cash accounts and municipal housing authority accounts.
The FDIC offers insurance coverage on deposits up to the federally insured limit of $250,000. The amount of time deposits equal to or greater than $250,000, as of December 31, 2020 and 2019, was $59.1 million and $85.2 million, respectively.
10. Borrowed Funds
Borrowed funds were comprised of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31,
|
|
2020
|
|
2019
|
|
(In thousands)
|
Federal funds purchased
|
$
|
—
|
|
|
$
|
201,082
|
|
FHLB advances
|
14,624
|
|
|
18,964
|
|
Escrow deposits of borrowers
|
13,425
|
|
|
15,349
|
|
Interest rate swap collateral funds
|
—
|
|
|
—
|
|
Total borrowed funds
|
$
|
28,049
|
|
|
$
|
235,395
|
|
At December 31, 2020 and 2019, the Company had available and unused borrowing capacity of approximately $503.5 million and $637.0 million, respectively, at the Federal Reserve Discount Window. In addition, at December 31, 2020, the Company had $1.0 billion in PPP loans that could have been pledged to the Paycheck Protection Program Liquidity Facility.
Interest expense on borrowed funds was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
(In thousands)
|
Federal funds purchased
|
$
|
570
|
|
|
$
|
3,976
|
|
|
$
|
3,384
|
|
Federal Home Loan Bank advances
|
190
|
|
|
2,406
|
|
|
3,885
|
|
Escrow deposits of borrowers
|
2
|
|
|
4
|
|
|
3
|
|
Interest rate swap collateral funds
|
—
|
|
|
66
|
|
|
466
|
|
Total interest expense on borrowed funds
|
$
|
762
|
|
|
$
|
6,452
|
|
|
$
|
7,738
|
|
A summary of FHLB of Boston advances, by maturities were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31,
|
|
2020
|
|
2019
|
|
Amount
|
|
Weighted Average
Interest Rate
|
|
Amount
|
|
Weighted Average
Interest Rate
|
|
(Dollars in thousands)
|
Within one year
|
$
|
—
|
|
|
—
|
%
|
|
$
|
4,946
|
|
|
1.81
|
%
|
Over one year to three years
|
1,412
|
|
|
0.22
|
%
|
|
193
|
|
|
0.17
|
%
|
Over three years to five years
|
2,309
|
|
|
1.31
|
%
|
|
1,587
|
|
|
0.35
|
%
|
Over five years
|
10,903
|
|
|
1.22
|
%
|
|
12,238
|
|
|
1.39
|
%
|
Total Federal Home Loan Bank advances
|
$
|
14,624
|
|
|
1.14
|
%
|
|
$
|
18,964
|
|
|
1.40
|
%
|
At December 31, 2020, advances from the FHLB of Boston were secured by stock in FHLB of Boston, residential real estate loans and commercial real estate loans. At December 31, 2019, advances from the FHLB of Boston were secured by stock in the FHLB of Boston, residential real estate loans, commercial real estate loans and government-sponsored residential mortgage-backed securities. The collateral value of residential real estate and commercial real estate loans securing these advances was $913.7 million and $741.5 million, respectively, at December 31, 2020, and $952.5 million and $150.1 million, respectively, at December 31, 2019. The collateral value of government-sponsored residential mortgage-backed securities was $801.1 million at December 31, 2019. At December 31, 2020 and 2019, the Bank had available and unused borrowing capacity of approximately $1.6 billion and $1.8 billion, respectively, with the FHLB of Boston.
As a member of the FHLB of Boston, the Company is required to hold FHLB of Boston stock. At December 31, 2020 and 2019, the Company had investments in the FHLB of Boston of $8.8 million and $9.0 million, respectively. At its discretion, the FHLB of Boston may declare dividends on the stock. Included in other noninterest income in the consolidated statements of income are dividends received of $0.4 million, $0.8 million, and $1.2 million during the years ended December 31, 2020, 2019, and 2018, respectively.
11. Earnings Per Share (“EPS”)
Basic EPS represents income available to common shareholders divided 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 shares (such as stock options) 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 the effect of potential dilutive common share equivalents computed using the treasury stock method. There were no securities that had a dilutive effect during the year ended December 31, 2020, and therefore the weighted-average common shares outstanding used to calculate both basic and diluted EPS are the same. Unallocated ESOP shares are not deemed outstanding for earnings per share calculations. Earnings per share data is not applicable for the years ended December 31, 2019 and 2018 as the Company had no shares outstanding.
|
|
|
|
|
|
|
For the Year Ended December 31, 2020
|
|
(Dollars in thousands, except per share data)
|
Net income applicable to common shares
|
$
|
22,738
|
|
|
|
Average number of common shares outstanding
|
186,663,593
|
|
Less: Average unallocated ESOP shares
|
(14,851,058)
|
|
Average number of common shares outstanding used to calculate basic earnings per common share
|
171,812,535
|
Common stock equivalents
|
—
|
|
Average number of common shares outstanding used to calculate diluted earnings per common share
|
171,812,535
|
Earnings per common share
|
|
Basic and diluted
|
$
|
0.13
|
|
All unallocated ESOP shares have been excluded from the calculation of basic and diluted EPS.
12. Income Taxes
The following table sets forth information regarding the Company’s tax provision and applicable tax rates for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
(Dollars in thousands)
|
Combined federal and state income tax provisions
|
$
|
13,163
|
|
|
$
|
39,481
|
|
|
$
|
34,884
|
|
Effective income tax rates
|
36.7
|
%
|
|
22.6
|
%
|
|
22.1
|
%
|
The Company’s provision for income taxes was $13.2 million, $39.5 million and $34.9 million for the years ended December 31, 2020, 2019, and 2018, respectively. The Company’s effective tax rate was 36.7% and is higher than the effective tax rate of 22.6% and 22.1% for the prior years ending December 31, 2019, and 2018. The decrease in income tax expense and the increase in the effective tax rate during the year ended December 31, 2020 compared to the year ended December 31, 2019, was primarily due to lower income before income tax expense, increasing the impact on the effective rate related to favorable permanent differences, including investment tax credits and tax-exempt income. The reduction in income tax expense related to lower income before income tax expense is partially offset by the establishment of a $12.0 million valuation allowance against the Company’s charitable contribution carryover deferred tax asset.
The provision for income taxes is comprised of the following components:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
(In thousands)
|
Current tax expense:
|
|
|
|
|
|
Federal
|
$
|
23,002
|
|
|
$
|
26,365
|
|
|
$
|
26,793
|
|
State
|
10,520
|
|
|
11,740
|
|
|
12,969
|
|
Total current tax expense
|
33,522
|
|
|
38,105
|
|
|
39,762
|
|
Deferred tax expense (benefit):
|
|
|
|
|
|
Federal
|
(13,736)
|
|
|
782
|
|
|
(1,360)
|
|
State
|
(6,623)
|
|
|
594
|
|
|
(3,518)
|
|
Total deferred tax (benefit) expense
|
(20,359)
|
|
|
1,376
|
|
|
(4,878)
|
|
Total income tax expense
|
$
|
13,163
|
|
|
$
|
39,481
|
|
|
$
|
34,884
|
|
A reconciliation of the U.S. federal statutory rate to the Company’s effective income tax rate is detailed below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
(Dollars in thousands)
|
Income tax expense at statutory rate
|
$
|
7,539
|
|
|
21.00
|
%
|
|
$
|
36,662
|
|
21.00
|
%
|
|
$
|
33,098
|
|
|
21.00
|
%
|
Increase (decrease) resulting from:
|
|
|
|
|
|
|
|
|
|
|
|
State income tax, net of federal tax benefit
|
43
|
|
|
0.12
|
%
|
|
9,744
|
|
5.58
|
%
|
|
7,466
|
|
|
4.74
|
%
|
Valuation allowance
|
12,000
|
|
|
33.43
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
Amortization of qualified low-income housing investments
|
4,977
|
|
|
13.86
|
%
|
|
4,782
|
|
2.74
|
%
|
|
2,750
|
|
|
1.74
|
%
|
Tax credits
|
(7,085)
|
|
|
(19.73)
|
%
|
|
(7,570)
|
|
(4.34)
|
%
|
|
(3,154)
|
|
|
(2.00)
|
%
|
Tax-exempt income
|
(4,091)
|
|
|
(11.40)
|
%
|
|
(3,923)
|
|
(2.25)
|
%
|
|
(4,269)
|
|
|
(2.71)
|
%
|
Other, net
|
(220)
|
|
|
(0.61)
|
%
|
|
(214)
|
|
(0.12)
|
%
|
|
(1,007)
|
|
|
(0.64)
|
%
|
Actual income tax expense
|
$
|
13,163
|
|
|
36.67
|
%
|
|
39,481
|
|
22.61
|
%
|
|
34,884
|
|
|
22.13
|
%
|
Significant components of the Company’s deferred tax assets and deferred tax liabilities are presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31,
|
|
2020
|
|
2019
|
|
(In thousands)
|
Deferred tax assets:
|
|
|
|
Allowance for loan losses
|
$
|
34,397
|
|
|
$
|
25,641
|
|
Leases
|
24,098
|
|
|
—
|
|
Charitable contribution limitation carryover
|
22,942
|
|
|
—
|
|
Pension and deferred compensation plans
|
—
|
|
|
25,455
|
|
Accrued expenses
|
5,047
|
|
|
5,854
|
|
Fixed assets
|
4,183
|
|
|
3,515
|
|
Loan basis difference fair value adjustments
|
461
|
|
|
1,949
|
|
PPP loans fee income
|
5,969
|
|
|
—
|
|
Other
|
967
|
|
|
1,516
|
|
Total deferred tax assets before valuation allowance
|
98,064
|
|
|
63,930
|
|
Valuation allowance
|
(12,000)
|
|
|
—
|
|
Total deferred tax assets
|
86,064
|
|
|
63,930
|
|
Deferred tax liabilities:
|
|
|
|
Amortization of intangibles
|
13,585
|
|
|
13,400
|
|
Unrealized gain on available for sale securities
|
13,005
|
|
|
6,241
|
|
Partnerships
|
1,448
|
|
|
3,967
|
|
Cash flow hedges
|
11,658
|
|
|
6,109
|
|
Trading securities
|
5,110
|
|
|
3,316
|
|
Lease obligation
|
23,048
|
|
|
—
|
|
Employee benefits
|
1,613
|
|
|
—
|
|
Other
|
3,368
|
|
|
2,690
|
|
Total deferred tax liabilities
|
72,835
|
|
|
35,723
|
|
Net deferred income tax assets
|
$
|
13,229
|
|
|
$
|
28,207
|
|
The Company assesses the realizability of deferred tax assets and whether it is more likely than not that all or a portion of the deferred tax assets will be realized. The Company considers projections of future taxable income during the periods in which deferred tax assets and liabilities are scheduled to reverse. Additionally, in determining the availability of operating loss carrybacks and other tax attributes, both projected future taxable income and tax planning strategies are considered in making this assessment. As of December 31, 2020, the Company established a valuation allowance of $12.0 million related to the $91.3 million stock donation and the $3.7 million cash contribution to the Foundation. Based upon the level of available historical taxable income and projections for future taxable income over the periods which the deferred tax assets are realizable, the Company believes it is more likely than not that the Company will realize the remainder of the net deferred tax asset of $13.2 million at December 31, 2020.
Management has performed an evaluation of the Company’s uncertain tax positions and determined that a liability for unrecognized tax benefits at December 31, 2020 and 2019 was not needed.
The Company had no net operating loss carryforwards for federal or state income tax purposes at December 31, 2020 and 2019, respectively.
At December 31, 2020, the Bank’s federal pre-1988 reserve, for which no federal income tax provision has been made, was approximately $20.8 million. Under current federal law, these reserves are subject to recapture into taxable income, should the Company make non-dividend distributions, make distributions in excess of earnings and profits retained, as defined, or cease to maintain a banking type charter. A deferred tax liability is not recognized for the base year amount unless it becomes apparent that those temporary differences will reverse into taxable income in the foreseeable future. No deferred tax liability has been established as these two events are not expected to occur in the foreseeable future.
The Company’s primary banking activities are in the states of Massachusetts, New Hampshire and Rhode Island; however the Company also files additional state corporate income and/or franchise tax returns in states in which the Company has nexus. The methods of filing, and the methods for calculating taxable and apportionable income, vary depending upon the laws of the taxing jurisdiction.
The Company is subject to routine audits of its tax returns by the Internal Revenue Service and various state taxing authorities. The Company is no longer subject to federal and state income tax examinations by tax authorities for years before 2017.
The Company invests in low-income affordable housing and renewable energy projects which provide the Company with tax benefits, including tax credits, generally over a period of approximately 5-15 years. When permissible, the Company accounts for its investments in Low Income Housing Tax Credit (“LIHTC”) projects using the proportional amortization method, under which it amortizes the initial cost of the investment in proportion to the amount of the tax credits and other tax benefits received and recognizes that amortization as a component of income tax expense. The net investment performance in the housing projects is included in other assets. The Company will continue to use the proportional amortization method on any new qualifying LIHTC investments. During the year ended December 31, 2020, the Company generated federal and state tax credits of $7.1 million and $0.3 million, respectively, of associated tax credits that arose through direct investment. During the year ended December 31, 2019, the Company generated approximately $7.6 million and $0.3 million in federal and state tax credits. The Company treats the investment tax credits received as a reduction of federal income taxes for the year in which the credit arises using the flow-through method (i.e., the credit flows directly through the statement of income in the year of purchase). For additional information on these investments see footnote titled "Low Income Housing Tax Credits and Other Tax Credit Investments.”
13. Low Income Housing Tax Credits and Other Tax Credit Investments
The Community Reinvestment Act (“CRA”) encourages banks to meet the credit needs of their communities for housing and other purposes, particularly in neighborhoods with low or moderate income. The Company has primarily invested in separate LIHTC projects, also referred to as qualified affordable housing projects, which provide the Company with tax credits and operating loss tax benefits over a period of approximately 15 years. The return on these investments is generally generated through tax credits and tax losses. In addition to LIHTC projects, the Company invests in new market tax credit projects that qualify for CRA credits and eligible projects that qualify for renewable energy and historic tax credits.
As of December 31, 2020 and 2019, the Company had $59.8 million and $46.1 million, respectively, in tax credit investments that were included in other assets in the consolidated balance sheets.
When permissible, the Company accounts for its investments in LIHTC projects using the proportional amortization method, under which it amortizes the initial cost of the investment in proportion to the amount of the tax credits and other tax benefits received and recognizes that amortization as a component of income tax expense. The net investment performance in the housing projects is included in other assets. The Company will continue to use the proportional amortization method on any new qualifying LIHTC investments.
The following table presents the Company’s investments in LIHTC projects using the proportional amortization method as of the dates indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31,
|
|
2020
|
|
2019
|
|
(In thousands)
|
Investments in qualified affordable housing partnerships, net
|
$
|
58,504
|
|
|
$
|
37,665
|
|
Commitments to fund qualified affordable housing projects included in recorded investment noted above
|
31,487
|
|
|
18,042
|
|
The following table presents additional information related to the Company’s investments in LIHTC projects for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
(In thousands)
|
Tax credits and other tax benefits recognized
|
$
|
5,033
|
|
|
$
|
5,962
|
|
|
$
|
2,891
|
|
Amortization expense included in income tax expense
|
4,977
|
|
|
4,782
|
|
|
2,750
|
|
The Company is the sole member of a tax credit investment company through which it consolidates a VIE. The VIE made an equity investment to fund the construction of solar energy facilities in a manner to qualify for renewable energy investment tax credits. This equity investment is included in other assets on the consolidated balance sheet and totaled $0 and $4.2 million at December 31, 2020 and 2019, respectively. The minority interest associated with this investment was immaterial at December 31, 2020 and 2019.
The Company accounts for certain other investments in renewable energy projects using the equity method of accounting. These investments in renewable energy projects are included in other assets on the consolidated balance sheet and totaled $1.2 million and $4.1 million at December 31, 2020 and 2019, respectively. There was $1.7 million and $0 in outstanding commitments relating to these investments as of December 31, 2020 and 2019, respectively
In reviewing its tax credit equity investments for impairment, the Company identified an immaterial correction to the investment balances related to prior periods. In the year ended December 31, 2020, the Company wrote off $7.6 million of the tax credit equity investment balances as a component of noninterest expense and other assets to reflect the remaining benefits from these investments. Management evaluated the correction in relation to the current year, which is when the correction was recorded, as well as the preceding periods in which it originated. Management believes this correction is immaterial to the previous consolidated quarterly and annual financial statements.
14. Minimum Regulatory Capital Requirements
The Company is subject to various regulatory capital requirements administered by federal banking agencies, including U.S. Basel III. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on the Company’s consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company must meet specific capital guidelines that involve quantitative measures of the Company’s assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Company’s capital amounts and classification are also subject to qualitative judgements by the regulators about components, risk weightings, and other factors.
Quantitative measures established by the regulators to ensure capital adequacy require the Company to maintain minimum capital amounts and ratios. All banking companies are required to have core capital (“Tier 1”) of at least 6% of risk-weighted assets, total capital of at least 8% of risk-weighted assets and a minimum of Tier 1 leverage ratio of 4% of adjusted average assets.
As of December 31, 2020 and 2019, the Company was categorized as “well-capitalized” based on the regulatory framework for prompt corrective action. To be categorized as well-capitalized, the Company must maintain (1) a minimum of total risk-based capital ratio of 10%; (2) a minimum of Tier 1 risk-based capital ratio of 8%; (3) a minimum of common equity Tier 1 capital ratio of 6.5%; and (4) a minimum of Tier 1 leverage ratio of 5%. Management believes that the Company met all capital adequacy requirements to which it is subject to as of December 31, 2020 and 2019. There have been no conditions or events that management believes would cause a change in the Company’s categorization.
The Company’s actual capital amounts and ratios are presented in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Actual
|
|
For Capital Adequacy
|
|
To Be Well-
Capitalized Under Prompt Corrective Action Provisions
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
(Dollars in thousands)
|
As of December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total regulatory capital (to risk-weighted assets)
|
$
|
3,135,445
|
|
|
29.61
|
%
|
|
$
|
847,069
|
|
|
≥8
|
%
|
|
$
|
1,058,836
|
|
|
≥10
|
%
|
Common equity Tier 1 capital (to risk-weighted assets)
|
3,013,079
|
|
|
28.46
|
|
|
476,476
|
|
|
4.5
|
|
|
688,243
|
|
|
6.5
|
|
Tier 1 capital (to risk-weighted assets)
|
3,013,079
|
|
|
28.46
|
|
|
635,302
|
|
|
6
|
|
|
847,069
|
|
|
8
|
|
Tier I capital (to average assets)
|
3,013,079
|
|
|
19.53
|
|
|
617,049
|
|
|
4
|
|
|
771,312
|
|
|
5
|
|
As of December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total regulatory capital (to risk-weighted assets)
|
$
|
1,365,391
|
|
|
13.56
|
%
|
|
$
|
805,394
|
|
|
≥8
|
%
|
|
1,006,742
|
|
|
≥10
|
%
|
Common equity Tier 1 capital (to risk-weighted assets)
|
1,274,174
|
|
|
12.66
|
|
|
453,034
|
|
|
4.5
|
|
|
654,382
|
|
|
6.5
|
|
Tier 1 capital (to risk-weighted assets)
|
1,274,174
|
|
|
12.66
|
|
|
604,045
|
|
|
6
|
|
|
805,394
|
|
|
8
|
|
Tier 1 capital (to average assets)
|
1,274,174
|
|
|
11.47
|
|
|
444,279
|
|
|
4
|
|
|
555,348
|
|
|
5
|
|
The Company is subject to various capital requirements in connection with seller/servicer agreements that have been entered into with secondary market investors. Failure to maintain minimum capital requirements could result in an inability to originate and service loans for the respective investor and, therefore, could have a direct material effect on the Company’s financial statements. Management believes that the Company met all capital requirements in connection with seller/servicer agreements as of December 31, 2020 and 2019.
15. Employee Benefits
Conversion of Defined Benefit Pension Plan and Benefit Equalization Plan to Cash Balance Plan Design
Effective November 1, 2020, the Qualified Defined Benefit Pension Plan ("Defined Benefit Plan") and the Non-Qualified Benefit Equalization Plan ("BEP") sponsored by the Company were amended to convert the plans from a traditional final average earnings plan design to a cash balance plan design. Benefits earned under the final average earnings plan design were frozen at October 31, 2020. Starting November 1, 2020, future benefits are earned under the cash balance plan design. Under the cash balance plan design, hypothetical account balances are established for each participant and pension benefits are generally stated as the lump sum amount in that hypothetical account. Contribution credits equal to a percentage of a participant’s annual compensation (if the participant works at least 1,000 hours during the year) and interest credits equal to the greater of the 30-Year Treasury rate for September preceding the current plan year or 3.5% are added to a participant’s account each year. For employees hired prior to November 1, 2020, annual contribution credits will generally increase as the participant remains employed with the Company. Employees hired on and after November 1, 2020 will receive annual contribution credits equal to 5% of annual compensation, with no future increases. Notwithstanding the preceding sentence, since a cash balance plan is a defined benefit plan, the annual retirement benefit payable at normal retirement (age 65) is an annuity, which is the actuarial equivalent of the participant’s account balance under the cash balance plan design, plus their frozen benefit under the final average earnings plan design. However, under the Defined Benefit Plan, participants may elect, with the consent of their spouses if they are married, to have the benefits distributed as a lump sum rather than an annuity. The lump sum is equal to the sum of the actuarial equivalent of their frozen benefit under the final average earnings plan design, plus their cash balance account. Under the BEP, benefits are generally only payable as a lump sum, which is equal to the sum of the actuarial equivalent of their frozen benefit under the final average earnings plan design, plus their cash balance account.
Pension Plans
The Company provides pension benefits for its employees using a noncontributory, defined benefit plan, through membership in the Savings Banks Employees Retirement Association ("SBERA"). The Company’s employees become eligible after attaining age 21 and completing one year of service. Under the final average earnings plan design, benefits became fully vested after three years of eligible service for individuals employed on or before October 31, 1989. For individuals employed subsequent to October 31, 1989 and who were already in the Defined Benefit Plan as of November 1, 2020, benefits became fully vested after five years of eligible service. Under the new cash balance plan design and for employees who were not already in the Defined Benefit Plan as of November 1, 2020, benefits become fully vested after three years of eligible service. The Company’s annual contribution to the plan is based upon standards established by the Pension Protection Act. The contribution is based on an actuarial method intended to provide not only for benefits attributable to service to date, but also for those expected to be earned in the future. SBERA offers a common and collective trust as the underlying investment structure for pension plans participating in the association. The target allocation mix for the common and collective trust portfolio calls for an equity-based investment deployment range of 47% to 61% of total common and collective trust portfolio assets. The remainder of the common and collective trust’s portfolio is allocated to fixed income securities with a target range of 24% to 38% and other investments, including global asset allocation and hedge funds, from 9% to 21%. The Trustees of SBERA, through the Association’s Investment Committee, select investment managers for the common and collective trust portfolio. A professional investment advisory firm is retained by the Investment Committee to provide allocation analysis, performance measurement and to assist with manager searches. The overall investment objective is to diversify investments across a spectrum of investment types to limit risks from large market swings. The Defined Benefit Plan has a plan year end of October 31.
The Company has an unfunded Defined Benefit Supplemental Executive Retirement Plan ("DB SERP") that provides certain retired and currently employed officers with defined pension benefits in excess of qualified plan limits imposed by U.S. federal tax law. The DB SERP has a plan year end of December 31.
The Company has an unfunded Benefit Equalization Plan ("BEP") to provide retirement benefits to certain employees whose retirement benefits under the Defined Benefit Plan are limited per the Internal Revenue Code. The BEP has a plan year end of October 31.
The Company also has an unfunded Outside Directors’ Retainer Continuance Plan ("ODRCP") that provides pension benefits to outside directors who retire from service. The Outside Directors’ Retainer Continuance Plan has a plan year end of December 31. Effective December 31, 2020, the Company closed the ODRCP to new participants and froze benefit accruals for active participants.
Obligations and Funded Status
The funded status and amounts recognized in the Company’s Consolidated Financial Statements for the Defined Benefit Plan, the DB SERP, the BEP and the ODRCP are set forth in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of and for the Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
(In thousands)
|
Change in benefit obligation:
|
|
|
|
|
|
Benefit obligation at beginning of the year
|
$
|
396,769
|
|
|
$
|
302,317
|
|
|
$
|
328,409
|
|
Service cost
|
25,970
|
|
|
18,926
|
|
|
23,256
|
|
Interest cost
|
9,657
|
|
|
10,996
|
|
|
11,170
|
|
Amendments
|
(133,439)
|
|
|
—
|
|
|
—
|
|
Actuarial loss (gain)
|
78,095
|
|
|
74,828
|
|
|
(46,932)
|
|
Benefits paid
|
(15,905)
|
|
|
(10,298)
|
|
|
(13,586)
|
|
Benefit obligation at end of the year
|
$
|
361,147
|
|
|
$
|
396,769
|
|
|
$
|
302,317
|
|
|
|
|
|
|
|
Change in plan assets:
|
|
|
|
|
|
Fair value of plan assets at beginning of year
|
$
|
378,879
|
|
|
$
|
305,154
|
|
|
$
|
335,369
|
|
Actual return (loss) on plan assets
|
48,895
|
|
|
60,723
|
|
|
(18,918)
|
|
Employer contribution
|
37,773
|
|
|
23,300
|
|
|
2,289
|
|
Benefits paid
|
(15,904)
|
|
|
(10,298)
|
|
|
(13,586)
|
|
Fair value of plan assets at end of year
|
449,643
|
|
|
378,879
|
|
|
305,154
|
|
Overfunded (underfunded) status
|
$
|
88,496
|
|
|
$
|
(17,890)
|
|
|
$
|
2,837
|
|
|
|
|
|
|
|
Reconciliation of funding status:
|
|
|
|
|
|
Past service credit (cost)
|
$
|
131,482
|
|
|
$
|
(25)
|
|
|
$
|
(69)
|
|
Unrecognized net loss
|
(161,045)
|
|
|
(113,022)
|
|
|
(82,542)
|
|
Prepaid benefit cost
|
118,059
|
|
|
95,157
|
|
|
85,448
|
|
Overfunded (underfunded) status
|
$
|
88,496
|
|
|
$
|
(17,890)
|
|
|
$
|
2,837
|
|
|
|
|
|
|
|
Accumulated benefit obligation
|
$
|
361,147
|
|
|
$
|
290,429
|
|
|
$
|
223,865
|
|
|
|
|
|
|
|
Amounts recognized in accumulated other comprehensive income (“AOCI”), net of tax:
|
|
|
|
|
|
Unrecognized past service credit (cost)
|
$
|
94,522
|
|
|
$
|
(18)
|
|
|
$
|
(50)
|
|
Unrecognized net loss
|
(115,775)
|
|
|
(81,251)
|
|
|
(59,339)
|
|
Net amount
|
$
|
(21,253)
|
|
|
$
|
(81,269)
|
|
|
$
|
(59,389)
|
|
|
|
|
|
|
|
Amounts in accumulated other comprehensive income expected to be recognized in net periodic benefit cost over the next fiscal year:
|
|
|
|
|
|
Unrecognized past service (credit) cost
|
$
|
(8,469)
|
|
|
$
|
18
|
|
|
$
|
32
|
|
Unrecognized net loss
|
10,171
|
|
|
6,790
|
|
|
5,207
|
|
Net amount
|
$
|
1,702
|
|
|
$
|
6,808
|
|
|
$
|
5,239
|
|
During the year ended December 31, 2020, the Company made contributions to the Defined Benefit Plan of $32.5 million. In accordance with the Pension Protection Act, the Company was not required to make any contributions the Defined Benefit Plan for the plan year beginning November 1, 2020.
Actuarial Assumptions
The assumptions used in determining the benefit obligations at December 31, 2020 and 2019 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DB Plan
|
|
BEP
|
|
DB SERP
|
|
ODRCP
|
|
As of December 31,
|
|
As of December 31,
|
|
As of December 31,
|
|
As of December 31,
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
Discount rate
|
2.26
|
%
|
|
3.16
|
%
|
|
1.77
|
%
|
|
3.15
|
%
|
|
1.63
|
%
|
|
2.72
|
%
|
|
1.81
|
%
|
|
2.86
|
%
|
Rate of increase in compensation levels
|
5.25
|
%
|
|
5.25
|
%
|
|
5.25
|
%
|
|
5.25
|
%
|
|
—
|
%
|
|
— %
|
|
—
|
%
|
|
3.00
|
%
|
Interest rate credit for determining projected cash balance
|
3.50
|
%
|
|
N/A
|
|
3.50
|
%
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
The assumptions used in determining the net periodic benefit cost for the years ended December 31, 2020, 2019, and 2018 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DB Plan
|
|
For the Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
Discount rate - benefit cost
|
3.16
|
%
|
|
4.25
|
%
|
|
3.50
|
%
|
Rate of compensation increase
|
5.25
|
%
|
|
5.25
|
%
|
|
5.25
|
%
|
Expected rate of return on plan assets
|
7.50
|
%
|
|
7.50
|
%
|
|
7.75
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BEP
|
|
For the Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
Discount rate - benefit cost
|
3.15
|
%
|
|
4.25
|
%
|
|
3.50
|
%
|
Rate of compensation increase
|
5.25
|
%
|
|
5.25
|
%
|
|
5.25
|
%
|
Expected rate of return on plan assets
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DB SERP
|
|
For the Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
Discount rate - benefit cost
|
2.72
|
%
|
|
4.25
|
%
|
|
3.50
|
%
|
Rate of compensation increase
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Expected rate of return on plan assets
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ODRCP
|
|
For the Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
Discount rate - benefit cost
|
2.86
|
%
|
|
4.25
|
%
|
|
3.50
|
%
|
Rate of compensation increase
|
3.00
|
%
|
|
3.00
|
%
|
|
3.00
|
%
|
Expected rate of return on plan assets
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
In general, the Company has selected its assumptions with respect to the expected long-term rate of return based on prevailing yields on high quality fixed income investments increased by a premium for equity return expectations.
During the year ended December 31, 2018, upon the hiring of a new actuarial firm, the Company refined its methodology for determining the discount rate used in calculating the benefit obligation and the benefit cost for all of its defined benefit plans. This change was effective in calculating the benefit obligations as of December 31, 2018 and the benefit costs beginning during the year ended December 31, 2019. The Company now uses the spot rate approach whereby the individual spot rates on the FTSE above-median yield curve are applied to each corresponding year’s projected cash flow used to measure the respective plan’s service cost and interest cost. The Company believes that the new methodology more accurately determines each plan’s service cost and interest cost for the fiscal year versus using the single equivalent discount rate by strengthening the correlation between the projected cash flows and the corresponding discount rate used to measure those components of net periodic pension cost.
The Company owns a percentage of the SBERA defined benefit common collective trust. Based upon this ownership percentage, plan assets managed by SBERA on behalf of the Company amounted to $449.6 million and $378.9
million at December 31, 2020 and 2019, respectively. Investments held by the common collective trust include Level 1, 2 and 3 assets such as: collective funds, equity securities, mutual funds, hedge funds and short-term investments. The Fair Value Measurements and Disclosures Topic of the FASB ASC stipulates that an asset’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. As such, the Company classifies its interest in the common collective trust as a Level 3 asset.
The table below presents a reconciliation of the Company’s interest in the SBERA common collective trust during the years indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
2020
|
|
2019
|
|
(In Thousands)
|
Balance at beginning of year
|
$
|
378,879
|
|
|
$
|
305,154
|
|
Net realized and unrealized gains and (losses)
|
48,895
|
|
|
60,723
|
|
Contributions
|
32,515
|
|
|
20,000
|
|
Benefits paid
|
(10,646)
|
|
|
(6,998)
|
|
Balance at end of year
|
$
|
449,643
|
|
|
$
|
378,879
|
|
Components of Net Periodic Benefit Cost
The components of net pension expense for the plans for the periods indicated are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
(In Thousands)
|
Components of net periodic benefit cost:
|
|
|
|
|
|
Service cost
|
$
|
25,970
|
|
|
$
|
18,926
|
|
|
$
|
23,258
|
|
Interest cost
|
9,657
|
|
|
10,996
|
|
|
11,170
|
|
Expected return on plan assets
|
(29,610)
|
|
|
(23,617)
|
|
|
(25,335)
|
|
Past service (credit) cost
|
(1,931)
|
|
|
44
|
|
|
44
|
|
Recognized net actuarial loss
|
10,787
|
|
|
7,242
|
|
|
7,621
|
|
Net periodic benefit cost
|
$
|
14,873
|
|
|
$
|
13,591
|
|
|
$
|
16,758
|
|
Service costs for the Defined Benefit Plan, the BEP, and the DB SERP are recognized within salaries and employee benefits in the statement of income. Service costs for the ODRCP are recognized within professional services in the statement of income. The remaining components of net periodic benefit cost are recognized in other noninterest expense in the statement of income.
Benefits expected to be paid
The following table summarizes estimated benefits to be paid from the Defined Benefit Plan and BEP for the plan years beginning on November 1, and the DB SERP and ODRCP for the plan years beginning January 1:
|
|
|
|
|
|
Year
|
(In thousands)
|
2021
|
$
|
36,510
|
|
2022
|
29,553
|
|
2023
|
32,753
|
|
2024
|
31,131
|
|
2025
|
34,029
|
|
In aggregate for 2026-2030
|
176,164
|
|
Employee Tax Deferred Incentive Plan
The Company has an employee tax deferred incentive plan, otherwise known as a 401(k) plan, under which the Company makes voluntary contributions within certain limitations. All employees who meet specified age and length of service requirements are eligible to participate in the 401(k) plan. The amount contributed by the Company is included in salaries and
employee benefits expense. The amounts contributed to the plan for the years ended December 31, 2020, 2019, and 2018, were $4.4 million, $4.2 million and $3.9 million, respectively.
Employee Stock Ownership Plan
As part of the IPO completed on October 14, 2020, the Company established a tax-qualified Employee Stock Ownership Plan to provide eligible employees the opportunity to own Company shares. The ESOP borrowed $149.4 million from the Company to purchase 14,940,652 common shares during the IPO and in the open market. The loan is payable in annual installments over 30 years at an interest rate equal to the Prime rate as published in the The Wall Street Journal. As the loan is repaid to the Company, shares are released and allocated proportionally to eligible participants on the basis of each participant’s proportional share of compensation relative to the compensation of all participants. The unallocated ESOP shares are pledged as collateral on the loan.
The Company accounts for its ESOP in accordance with FASB ASC 718-40, Compensation – Stock Compensation. Under this guidance, unreleased shares are deducted from shareholders’ equity as unearned ESOP shares in the accompanying consolidated balance sheets. The Company recognizes compensation expense equal to the fair value of the ESOP shares during the periods in which they are committed to be released. To the extent that the fair value of the Company’s ESOP shares differs from the cost of such shares, the difference will be credited or debited to equity. As the loan is internally leveraged, the loan receivable from the ESOP to the Company is not reported as an asset nor is the debt of the ESOP shown as a liability in the Company’s consolidated balance sheets. Dividends on unallocated shares are used to pay the ESOP debt.
Total compensation expense recognized in connection with the ESOP was $2.4 million for the year ended December 31, 2020. The ESOP made an upfront principal payment of $1.0 million on the loan in 2020 which resulted in the release and allocation of 63,690 shares and compensation expense of $0.9 million. The Company recorded additional compensation expense of $1.5 million related to the accrual of the annual loan payment and 104,464 shares committed to be allocated. The number of shares committed to be released per year is 501,429 through 2049 and 335,533 in the year 2050.
The following table presents share information held by the ESOP:
|
|
|
|
|
|
|
As of December 31, 2020
|
|
(Dollars in thousands)
|
Allocated shares
|
63,690
|
|
Shares committed to be allocated
|
104,464
|
|
Unallocated shares
|
14,772,498
|
|
Total shares
|
14,940,652
|
|
Fair value of unallocated shares
|
$
|
240,939
|
|
Defined Contribution Supplemental Executive Retirement Plan
The Company’s DC SERP, a defined contribution supplemental executive retirement plan, allows certain senior officers to earn benefits calculated as a percentage of their compensation. The participant benefits are adjusted based upon a deemed investment performance of measurement funds selected by the participant. These measurement funds are for tracking purposes and are used only to track the performance of a mutual fund, market index, savings instrument, or other designated investment or portfolio of investments. The Company recorded expense related to the DC SERP of $0.9 million, $1.3 million and $1.4 million in the years ended December 31, 2020, 2019, and 2018, respectively. The total amount due to participants under this plan was included in other liabilities on the Company’s balance sheet and amounted to $27.6 million and $24.5 million at December 31, 2020 and 2019, respectively.
Deferred Compensation Plans
The Company sponsors three plans which allow for elective compensation deferrals by directors, former trustees, and certain senior-level employees. Each plan allows its participants to designate deemed investments for deferred amounts from certain options which include diversified choices, such as exchange traded funds and mutual funds. Portfolios with various risk profiles are available to participants with the approval of the Compensation Committee of the Board of Directors. The Company purchases and sells investments which track the deemed investment choices, so that it has available funds to meet its payment liabilities. Deferred amounts, adjusted for deemed investment performance, are paid at the time of a participant designated date or event, such as separation from service, death, or disability. The total amounts due to participants under the three plans were included in other liabilities on the Company’s balance sheet and amounted to $28.9 million and $21.0 million at December 31, 2020 and 2019, respectively.
Rabbi Trust Variable Interest Entity
The Company established a rabbi trust to meet its obligations under certain executive non-qualified retirement benefits and deferred compensation plans and to mitigate the expense volatility of the aforementioned retirement plans. The rabbi trust is considered a VIE as the equity investment at risk is insufficient to permit the trust to finance its activities without additional subordinated financial support from the Company. The Company is considered the primary beneficiary of the rabbi trust as it has the power to direct the activities of the rabbi trust that significantly affect the rabbi trust’s economic performance and it has the obligation to absorb losses of the rabbi trust that could potentially be significant to the rabbi trust by virtue of its contingent call options on the rabbi trust’s assets in the event of the Company’s bankruptcy. As the primary beneficiary of this VIE, the Company consolidates the rabbi trust investments. These rabbi trust investments consist primarily of cash and cash equivalents, U.S. government agency obligations, equity securities, mutual funds and other exchange-traded funds, and are recorded at fair value in other assets on the Company’s consolidated balance sheet. Changes in fair value are recorded in noninterest income.
Assets held in rabbi trust accounts by plan type, at fair value, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31,
|
|
2020
|
|
2019
|
|
(In thousands)
|
DB SERP
|
$
|
22,616
|
|
|
$
|
20,003
|
|
BEP
|
7,198
|
|
|
5,934
|
|
ODRCP
|
4,251
|
|
|
3,575
|
|
DC SERP
|
28,134
|
|
|
24,564
|
|
Deferred compensation plans
|
29,484
|
|
|
23,936
|
|
Total rabbi trust assets
|
$
|
91,683
|
|
|
$
|
78,012
|
|
Investments in rabbi trust accounts are recorded at fair value within the Company’s consolidated balance sheet with changes in fair value recorded through noninterest income. The following tables present the book value, net unrealized gain or loss, and market value of assets held in rabbi trust accounts by asset type for each of the plans included in the rabbi trust:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DB SERP
|
|
As of December 31, 2020
|
|
As of December 31, 2019
|
|
Book Value
|
|
Unrealized
Gain/(Loss)
|
|
Fair Value
|
|
Book Value
|
|
Unrealized
Gain/(Loss)
|
|
Fair Value
|
Asset Type
|
(In thousands)
|
Cash and cash equivalents
|
$
|
1,208
|
|
$
|
—
|
|
$
|
1,208
|
|
$
|
821
|
|
|
$
|
—
|
|
|
$
|
821
|
|
Equities
|
10,822
|
|
5,508
|
|
16,330
|
|
10,711
|
|
|
3,909
|
|
|
14,620
|
|
Fixed income
|
4,854
|
|
224
|
|
5,078
|
|
4,450
|
|
|
112
|
|
|
4,562
|
|
Total assets
|
$
|
16,884
|
|
$
|
5,732
|
|
$
|
22,616
|
|
$
|
15,982
|
|
$0
|
$
|
4,021
|
|
$0
|
$
|
20,003
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BEP
|
|
As of December 31, 2020
|
|
As of December 31, 2019
|
|
Book Value
|
|
Unrealized
Gain/(Loss)
|
|
Fair Value
|
|
Book Value
|
|
Unrealized
Gain/(Loss)
|
|
Fair Value
|
Asset Type
|
(In thousands)
|
Cash and cash equivalents
|
$
|
320
|
|
$
|
—
|
|
$
|
320
|
|
$
|
158
|
|
|
$
|
—
|
|
|
$
|
158
|
|
Equities
|
3,504
|
|
1,730
|
|
5,234
|
|
3,276
|
|
|
1,224
|
|
|
4,500
|
|
Fixed income
|
1,565
|
|
79
|
|
1,644
|
|
1,244
|
|
|
32
|
|
|
1,276
|
|
Total assets
|
$
|
5,389
|
|
$
|
1,809
|
|
$
|
7,198
|
|
$
|
4,678
|
|
|
$
|
1,256
|
|
$0
|
$
|
5,934
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ODRCP
|
|
As of December 31, 2020
|
|
As of December 31, 2019
|
|
Book Value
|
|
Unrealized
Gain/(Loss)
|
|
Fair Value
|
|
Book Value
|
|
Unrealized
Gain/(Loss)
|
|
Fair Value
|
Asset Type
|
(In thousands)
|
Cash and cash equivalents
|
$
|
230
|
|
$
|
—
|
|
$
|
230
|
|
$
|
171
|
|
|
$
|
—
|
|
|
$
|
171
|
|
Equities
|
1,985
|
|
959
|
|
2,944
|
|
1,841
|
|
|
665
|
|
|
2,506
|
|
Fixed income
|
1,022
|
|
55
|
|
1,077
|
|
877
|
|
|
21
|
|
|
898
|
|
Total assets
|
$
|
3,237
|
|
$
|
1,014
|
|
$
|
4,251
|
|
$
|
2,889
|
|
$0
|
$
|
686
|
|
$0
|
$
|
3,575
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DC SERP
|
|
As of December 31, 2020
|
|
As of December 31, 2019
|
|
Book Value
|
|
Unrealized
Gain/(Loss)
|
|
Fair Value
|
|
Book Value
|
|
Unrealized
Gain/(Loss)
|
|
Fair Value
|
Asset Type
|
(In thousands)
|
Cash and cash equivalents
|
$
|
240
|
|
$
|
—
|
|
$
|
240
|
|
$
|
1,540
|
|
|
$
|
—
|
|
|
$
|
1,540
|
|
Equities
|
20,966
|
|
6,928
|
|
27,894
|
|
15,691
|
|
|
4,676
|
|
|
20,367
|
|
Fixed income
|
—
|
|
—
|
|
—
|
|
2,619
|
|
|
38
|
|
|
2,657
|
|
Total assets
|
$
|
21,206
|
|
$
|
6,928
|
|
$
|
28,134
|
|
$
|
19,850
|
|
|
$
|
4,714
|
|
|
$
|
24,564
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred Compensation Plans
|
|
As of December 31, 2020
|
|
As of December 31, 2019
|
|
Book Value
|
|
Unrealized
Gain/(Loss)
|
|
Fair Value
|
|
Book Value
|
|
Unrealized
Gain/(Loss)
|
|
Fair Value
|
Asset Type
|
(In thousands)
|
Cash and cash equivalents
|
$
|
3,159
|
|
$
|
—
|
|
$
|
3,159
|
|
$
|
2,738
|
|
|
$
|
—
|
|
|
$
|
2,738
|
|
Equities
|
21,958
|
|
4,367
|
|
26,325
|
|
14,135
|
|
|
2,385
|
|
|
16,520
|
|
Fixed income
|
—
|
|
—
|
|
—
|
|
4,580
|
|
|
98
|
|
|
4,678
|
|
Total assets
|
$
|
25,117
|
|
$
|
4,367
|
|
$
|
29,484
|
|
$
|
21,453
|
|
|
$
|
2,483
|
|
|
$
|
23,936
|
|
The Company had equity securities held in rabbi trust accounts of $78.7 million and $58.5 million as of December 31, 2020 and 2019, respectively. The following table presents a summary of the gains and losses related to equity securities for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
2020
|
|
2019
|
|
(In thousands)
|
Net gains recognized on equity securities
|
$
|
11,756
|
|
|
$
|
11,283
|
|
Less: net gains realized on sale of equity securities
|
(5,122)
|
|
|
(1,774)
|
|
Unrealized gains on equity securities held at end of period
|
$
|
6,634
|
|
|
$
|
9,509
|
|
16. Commitments and Contingencies
Financial Instruments with Off-Balance Sheet Risk
In order to meet the financing needs of its customers and to reduce its own exposure to fluctuations in interest rates, the Company is party to financial instruments with off-balance sheet risk in the normal course of business. These financial instruments include commitments to extend credit, standby letters of credit, and forward commitments to sell loans, all of which involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets. The contract or notional amounts of those instruments reflect the extent of involvement the Company has in each particular class of financial instruments.
Substantially all of the Company’s commitments to extend credit, which normally have fixed expiration dates or termination clauses, are contingent upon customers maintaining specific credit standards at the time of loan funding. Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. In the event the customer does not perform in accordance with terms of agreement with the third party, the Company would be required to fund the commitment. The maximum potential amount of future payments the Company could be required to make is represented by the contractual amount of the commitment. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. For forward loan sale commitments, the contract or notional amount does not represent exposure to credit loss. The Company does not sell loans with recourse.
The following table summarizes the above financial instruments as of the dates indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31,
|
|
2020
|
|
2019
|
|
(In Thousands)
|
Commitments to extend credit
|
$
|
3,818,952
|
|
|
$
|
3,606,182
|
|
Standby letters of credit
|
60,221
|
|
|
60,124
|
|
Forward commitments to sell loans
|
41,160
|
|
|
21,357
|
|
Other Contingencies
The Company has been named a defendant in various legal proceedings arising in the normal course of business. In the opinion of management, based on the advice of legal counsel, the ultimate resolution of these proceedings will not have a material effect on the Company’s Consolidated Financial Statements.
As a member of the Federal Reserve System, the Bank is required to maintain certain reserves of vault cash and/or deposits with the Federal Reserve Bank of Boston. However, in response to the COVID-19 pandemic, the Federal Reserve temporarily eliminated reserve requirements and therefore there was no minimum reserve requirement as of December 31, 2020. The amount of the Bank’s reserve requirement included in cash and cash equivalents was approximately $3.7 million as of December 31, 2019.
17. Derivative Financial Instruments
The Company uses derivative financial instruments to manage the Company’s interest rate risk resulting from the differences in the amount, timing, and duration of known or expected cash receipts and known or expected cash payments. Additionally, the Company enters into interest rate derivatives and foreign exchange contracts to accommodate the business requirements of its customers (“customer-related positions”) and risk participation agreements entered into as financial guarantees of performance on customer-related interest rate swap derivatives. Derivative instruments are carried at fair value in the Company’s financial statements. The accounting for changes in the fair value of a derivative instrument is dependent upon whether or not the instrument qualifies as a hedge for accounting purposes, and further, by the type of hedging relationship.
By using derivatives, the Company is exposed to credit risk to the extent that counterparties to the derivative contracts do not perform as required. Should a counterparty fail to perform under the terms of a derivative contract, the Company’s credit exposure on interest rate swaps is limited to the net positive fair value and accrued interest of all swaps with each counterparty plus any initial margin collateral posted. The Company seeks to minimize counterparty credit risk through credit approvals, limits, monitoring procedures, and obtaining collateral, where appropriate. As such, management believes the risk of incurring credit losses on derivative contracts with those counterparties is remote.
Interest Rate Positions
An interest rate swap is an agreement whereby one party agrees to pay a floating rate of interest on a notional principal amount in exchange for receiving a fixed rate of interest on the same notional amount, for a predetermined period of time, from a second party. The amounts relating to the notional principal amount are not actually exchanged. The Company may enter into interest rate swaps in which they pay floating and receive fixed interest in order to manage its interest rate risk exposure to the variability in interest cash flows on certain floating-rate commercial loans. For interest rate swaps that are accounted for as cash flow hedges, changes in fair value are included in other comprehensive income and reclassified into net income in the same period or periods during which the hedged forecasted transaction affects net income. As of December 31, 2020, the Company does not have any active interest rate swaps which qualify as cash flow hedges for accounting purposes.
The following table reflects the Company’s derivative positions as of December 31, 2019 for interest rate swaps which qualify as cash flow hedges for accounting purposes.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2019
|
|
|
|
|
|
Weighted Average Rate
|
|
|
|
Notional
Amount
|
|
Weighted Average
Maturity
|
|
Current
Rate Paid
|
|
Receive Fixed
Swap Rate
|
|
Fair Value (1)
|
|
(In Thousands)
|
|
(In Years)
|
|
|
|
|
|
(In Thousands)
|
Interest rate swaps on loans
|
$
|
2,120,000
|
|
|
2.16
|
|
1.74
|
%
|
|
2.11
|
%
|
|
$
|
(321)
|
|
Total
|
$
|
2,120,000
|
|
|
|
|
|
|
|
|
$
|
(321)
|
|
(1)Fair value included net accrued interest receivable of $0.4 million at December 31, 2019.
Due to the phase-out, and eventual discontinuation, of the LIBOR, central clearinghouses have begun to transition to alternative rates for valuation purposes. As of October 16, 2020, the Company changed its valuation methodology to reflect changes made by the Chicago Mercantile Exchange (“CME”), through which the Company clears derivative financial instruments that are eligible for clearing. The changes from the CME changed the discounting methodology and interest calculation of cash margin from OIS to SOFR for U.S. dollar cleared interest rate swaps. Accordingly, the improvements to the Company’s valuation methodology will result in valuations for cleared interest rate swaps that better reflect prices obtainable in the markets in which the Company transacts. The changes in valuation methodology are applied prospectively as a change in accounting estimate and are immaterial to the Company’s financial statements.
The following table presents the pre-tax impact of terminated cash flow hedges on AOCI. The balance of terminated cash flow hedges in AOCI will be amortized into earnings through January 2023.
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
(Dollars in Thousands)
|
Unrealized gains on terminated hedges included in AOCI — January 1
|
$
|
—
|
|
|
$
|
—
|
|
Unrealized gains on terminated hedges arising during the period
|
57,362
|
|
|
—
|
|
Reclassification adjustments for amortization of unrealized (gains) into net interest income
|
(15,889)
|
|
|
—
|
|
Unrealized gains on terminated hedges included in AOCI — December 31
|
$
|
41,473
|
|
|
$
|
—
|
|
The Company expects approximately $31.2 million to be reclassified into interest income from other comprehensive income related to the Company’s terminated cash flow hedges in the next 12 months as of December 31, 2020.
Customer-Related Positions
Interest rate swaps offered to commercial customers do not qualify as hedges for accounting purposes. These swaps allow the Company to retain variable rate commercial loans while allowing the commercial customer to synthetically fix the loan rate by entering into a variable-to-fixed rate interest rate swap. The Company believes that its exposure to commercial customer derivatives is limited to non-performance by either the customer or the dealer because these contracts are simultaneously matched at inception with an offsetting dealer transaction.
Risk participation agreements are entered into as financial guarantees of performance on interest rate swap derivatives. The purchased (asset) or sold (liability) guarantee allow the Company to participate-out (fee paid) or participate-in (fee received) the risk associated with certain derivative positions executed with the borrower by the lead bank in a customer-related interest rate swap derivative.
Foreign exchange contracts consist of those offered to commercial customers and those entered into to hedge the Company’s foreign currency risk associated with a foreign-currency loan. Neither qualifies as a hedge for accounting purposes. These commercial customer derivatives are offset with matching derivatives with correspondent-bank counterparties in order to minimize foreign exchange rate risk to the Company. Exposure with respect to these derivatives is largely limited to non-performance by either the customer or the other counterparty. Neither the Company nor the correspondent-bank counterparty are required to post collateral but each has established foreign-currency transaction limits to manage the exposure risk. The Company requires its customers to post collateral to minimize risk exposure.
The following tables present the Company’s customer-related derivative positions as of the dates indicated below for those derivatives not designated as hedging:
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2020
|
|
Number of Positions
|
|
Total Notional
|
|
(Dollars in thousands)
|
Interest rate swaps
|
576
|
|
$
|
3,652,385
|
|
Risk participation agreements
|
70
|
|
287,732
|
|
Foreign exchange contracts:
|
|
|
|
Matched commercial customer book
|
40
|
|
4,242
|
|
Foreign currency loan
|
3
|
|
10,798
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2019
|
|
Number of Positions
|
|
Total Notional
|
|
(Dollars in thousands)
|
Interest rate swaps
|
603
|
|
|
$
|
3,749,474
|
|
Risk participation agreements
|
67
|
|
|
299,576
|
|
Foreign exchange contracts:
|
|
|
|
Matched commercial customer book
|
62
|
|
|
29,990
|
|
Foreign currency loan
|
23
|
|
|
7,310
|
|
The level of interest rate swaps, risk participation agreements and foreign currency exchange contracts at the end of each period noted above was commensurate with the activity throughout those periods.
The table below presents the fair value of the Company’s derivative financial instruments, as well as their classification on the balance sheet for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset Derivatives
|
|
Liability Derivatives
|
|
Balance Sheet
Location
|
|
Fair Value at December 31,
2020
|
|
Fair Value at December 31,
2019
|
|
Balance Sheet
Location
|
|
Fair Value at December 31,
2020
|
|
Fair Value at December 31,
2019
|
|
(In thousands)
|
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps
|
Other assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Other liabilities
|
|
$
|
—
|
|
|
$
|
321
|
|
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
Customer-related positions:
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps
|
Other assets
|
|
$
|
141,822
|
|
|
$
|
64,463
|
|
|
Other liabilities
|
|
$
|
42,600
|
|
|
$
|
18,057
|
|
Risk participation agreements
|
Other assets
|
|
722
|
|
|
482
|
|
|
Other liabilities
|
|
1,230
|
|
|
606
|
|
Foreign currency exchange contracts — matched customer book
|
Other assets
|
|
90
|
|
|
469
|
|
|
Other liabilities
|
|
77
|
|
|
428
|
|
Foreign currency exchange contracts — foreign currency loan
|
Other assets
|
|
9
|
|
|
—
|
|
|
Other liabilities
|
|
69
|
|
|
203
|
|
|
|
|
$
|
142,643
|
|
|
$
|
65,414
|
|
|
|
|
$
|
43,976
|
|
|
$
|
19,294
|
|
Total
|
|
|
$
|
142,643
|
|
|
$
|
65,414
|
|
|
|
|
$
|
43,976
|
|
|
$
|
19,615
|
|
The table below presents the net effect of the Company’s derivative financial instruments on the consolidated income statements as well as the effect of the Company’s derivative financial instruments included in other comprehensive income (“OCI”) as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
(In thousands)
|
Derivatives designated as hedges:
|
|
|
|
|
|
Gain in OCI on derivatives
|
$
|
46,871
|
|
|
$
|
20,275
|
|
|
$
|
5,354
|
|
Gain reclassified from OCI into interest income (effective portion)
|
$
|
27,131
|
|
|
$
|
2,698
|
|
|
$
|
1,198
|
|
Gain recognized in income on derivatives (ineffective portion and amount excluded from effectiveness test)
|
|
|
|
|
|
Interest income
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other income
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivatives not designated as hedges:
|
|
|
|
|
|
Customer-related positions:
|
|
|
|
|
|
Gain (loss) recognized in interest rate swap income
|
$
|
(3,812)
|
|
|
$
|
(2,833)
|
|
|
$
|
(550)
|
|
Gain (loss) recognized in interest rate swap income for risk participation agreements
|
(384)
|
|
|
(83)
|
|
|
(35)
|
|
Gain (loss) recognized in other income for foreign currency exchange contracts:
|
|
|
|
|
|
Matched commercial customer book
|
(28)
|
|
|
(47)
|
|
|
36
|
|
Foreign currency loan
|
143
|
|
|
(203)
|
|
|
—
|
|
Total (loss) for derivatives not designated as hedges
|
$
|
(4,081)
|
|
|
$
|
(3,166)
|
|
|
$
|
(549)
|
|
The Company has agreements with its customer-related interest rate swap derivative counterparties that contain a provision whereby if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations.
The Company also has agreements with certain of its customer-related interest rate swap derivative correspondent-bank counterparties that contain a provision whereby if the Company fails to maintain its status as a well-capitalized institution, then the counterparty could terminate the derivative positions and the Company would be required to settle its obligations under the agreements.
The Company’s exposure related to its customer-related interest rate swap derivative consists of exposure on cleared derivative transactions and exposure on non-cleared derivative transactions.
Cleared derivative transactions are with CME and exposure is settled to market daily, with additional credit exposure related to initial-margin collateral pledged to CME at trade execution. At December 31, 2020 and 2019, the Company’s exposure to CME for settled variation margin in excess of the customer-related interest rate swap termination values was less than $0.1 million, and $1.5 million, respectively. In addition, at December 31, 2020 and 2019, the Company had posted initial-margin collateral in the form of a U.S. Treasury note amounting to $60.4 million and $27.6 million, respectively, to CME for these derivatives. The cash and U.S. Treasury note were considered restricted assets and were included in cash and due from banks and in available for sale securities, respectively.
At December 31, 2020 and 2019 the fair value of all customer-related interest rate swap derivatives with credit-risk related contingent features that were in a net liability position, which includes accrued interest but excludes any adjustment for non-performance risk, was $42.6 million and $14.6 million, respectively. The Company has minimum collateral posting thresholds with its customer-related interest rate swap derivative correspondent-bank counterparties to the extent that the Company has a liability position with the correspondent-bank counterparties. At December 31, 2020 and 2019, the Company had posted collateral in the form of cash amounting to $49.2 million and $22.2 million, respectively, which was considered to be a restricted asset and was included in other short-term investments. If the Company had breached any of these provisions at December 31, 2020 or 2019, it would have been required to settle its obligations under the agreements at the termination value. In addition, the Company had cross-default provisions with its commercial customer loan agreements which provide cross-collateralization with the customer loan collateral.
18. Balance Sheet Offsetting
Certain financial instruments, including derivatives, may be eligible for offset in the consolidated balance sheets and/or subject to master netting arrangements or similar agreements. The Company’s derivative transactions with upstream financial institution counterparties are generally executed under International Swaps and Derivative Association master agreements which include “right of set-off” provisions. In such cases there is generally a legally enforceable right to offset recognized amounts. However, the Company does not offset fair value amounts recognized for derivative instruments. The Company nets the amount recognized for the right to reclaim cash collateral against the obligation to return cash collateral arising from derivative instruments executed with the same counterparty under a master netting arrangement. Collateral legally required to be maintained at dealer banks by the Company is monitored and adjusted as necessary. As of December 31, 2020 and 2019, it was determined that no additional collateral would have to be posted to immediately settle these instruments.
The following tables present the Company’s asset and liability positions that were eligible for offset and the potential effect of netting arrangements on its financial position, as of the dates indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
Amounts
Recognized
|
|
Gross
Amounts
Offset in the
Statement of
Financial
Position
|
|
Net
Amounts
Presented in
the Statement
of Financial
Position
|
|
Gross Amounts Not Offset
in the Statement of
Financial Position
|
|
Net
Amount
|
|
|
|
|
Financial
Instruments
|
|
Collateral
Pledged
(Received)
|
|
|
(In Thousands)
|
|
As of December 31, 2020
|
Derivative Assets
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Customer-related positions:
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps
|
141,822
|
|
|
—
|
|
|
141,822
|
|
|
48
|
|
|
—
|
|
|
141,774
|
|
Risk participation agreements
|
722
|
|
|
—
|
|
|
722
|
|
|
—
|
|
|
—
|
|
|
722
|
|
Foreign currency exchange contracts – matched customer book
|
90
|
|
|
—
|
|
|
90
|
|
|
—
|
|
|
(1)
|
|
|
89
|
|
Foreign currency exchange contracts – foreign currency loan
|
9
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
$
|
142,643
|
|
|
$
|
—
|
|
|
$
|
142,643
|
|
|
$
|
48
|
|
|
$
|
(1)
|
|
|
$
|
142,594
|
|
Derivative Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Customer-related positions:
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps
|
42,600
|
|
|
—
|
|
|
42,600
|
|
|
48
|
|
|
42,552
|
|
|
—
|
|
Risk participation agreements
|
1,230
|
|
|
—
|
|
|
1,230
|
|
|
—
|
|
|
—
|
|
|
1,230
|
|
Foreign currency exchange contracts – matched customer book
|
77
|
|
|
—
|
|
|
77
|
|
|
—
|
|
|
—
|
|
|
77
|
|
Foreign currency exchange contracts – foreign currency loan
|
69
|
|
|
—
|
|
|
69
|
|
|
—
|
|
|
—
|
|
|
69
|
|
|
$
|
43,976
|
|
|
$
|
—
|
|
|
$
|
43,976
|
|
|
$
|
48
|
|
|
$
|
42,552
|
|
|
$
|
1,376
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
Amounts
Recognized
|
|
Gross
Amounts
Offset in the
Statement of
Financial
Position
|
|
Net
Amounts
Presented in
the Statement
of Financial
Position
|
|
Gross Amounts Not Offset
in the Statement of
Financial Position
|
|
Net
Amount
|
|
|
|
|
Financial
Instruments
|
|
Collateral
Pledged
(Received)
|
|
|
(In Thousands)
|
|
As of December 31, 2019
|
Derivative Assets
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Customer-related positions:
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps
|
64,463
|
|
|
—
|
|
|
64,463
|
|
|
1,434
|
|
|
—
|
|
|
63,029
|
|
Risk participation agreements
|
482
|
|
|
—
|
|
|
482
|
|
|
—
|
|
|
—
|
|
|
482
|
|
Foreign currency exchange contracts – matched customer book
|
469
|
|
|
—
|
|
|
469
|
|
|
7
|
|
|
(462)
|
|
|
—
|
|
|
$
|
65,414
|
|
|
$
|
—
|
|
|
$
|
65,414
|
|
|
$
|
1,441
|
|
|
$
|
(462)
|
|
|
$
|
63,511
|
|
Derivative Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps
|
$
|
321
|
|
|
$
|
—
|
|
|
$
|
321
|
|
|
$
|
321
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Customer-related positions:
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps
|
18,057
|
|
|
—
|
|
|
18,057
|
|
|
1,434
|
|
|
16,623
|
|
|
—
|
|
Risk participation agreements
|
606
|
|
|
—
|
|
|
606
|
|
|
—
|
|
|
—
|
|
|
606
|
|
Foreign currency exchange contracts – matched customer book
|
428
|
|
|
—
|
|
|
428
|
|
|
7
|
|
|
—
|
|
|
421
|
|
Foreign currency exchange contracts – foreign currency loan
|
203
|
|
|
—
|
|
|
203
|
|
|
—
|
|
|
—
|
|
|
203
|
|
|
$
|
19,615
|
|
|
$
|
—
|
|
|
$
|
19,615
|
|
|
$
|
1,762
|
|
|
$
|
16,623
|
|
|
$
|
1,230
|
|
19. Fair Value of Assets and Liabilities
The Company uses fair value measurements to record adjustments to certain assets and liabilities and to determine fair value disclosures. The fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument.
Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that the Company believes market participants would use in pricing the asset or liability at the measurement date. The Company uses prices and inputs that are current as of the measurement date, including during periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many instruments. This condition could cause an instrument to be reclassified from Level 1 to Level 2 or from Level 2 to Level 3.
Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument. Because no active market exists for a portion of the Company’s financial instruments, fair value estimates are based on judgements regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgement, and therefore cannot be determined with precision. Changes in assumptions could significantly affect these estimates.
The following methods and assumptions were used by the Company in estimating fair value disclosures:
Cash and Cash Equivalents
For these financial instruments, which have original maturities of 90 days or less, their carrying amounts reported in the consolidated balance sheets approximate fair value.
Trading Securities
Trading securities consisted of fixed income municipal securities and were recorded at fair value. All fixed income securities were categorized as Level 2 as the valuations were estimated by a third-party pricing vendor using a valuation matrix with inputs including observable bond interest rate tables, recent transactions, and yield relationships.
Available for Sale Securities
Available for sale securities recorded at fair value consisted of U.S. Treasury securities, U.S. government-sponsored residential and commercial mortgage-backed securities, U.S. Agency bonds, state and municipal bonds, and a qualified zone academy bond.
The Company’s U.S. Treasury securities are traded on active markets and therefore these securities were classified as Level 1.
The fair value of U.S. Agency bonds are evaluated using relevant trade data, benchmark quotes and spreads obtained from publicly available trade data, and generated on a price, yield or spread basis as determined by the observed market data. These securities were categorized as Level 2.
The fair value of U.S. government-sponsored residential and commercial mortgage-backed securities, were estimated using either a matrix or benchmarks. The inputs used include benchmark yields, reported trades, broker/dealer quotes, and issuer spreads. These securities were categorized as Level 2.
State and municipal bonds were classified as Level 2 for the same reasons described for the trading municipal securities.
The valuation technique for the qualified zone academy bond was a discounted cash flow methodology using market discount rates. The assumptions used included at least one significant model assumption or input that was unobservable, and therefore, this security was classified as Level 3.
Fair value was based on the value of one unit without regard to any premium or discount that may result from concentrations of ownership of a financial instrument, possible tax ramifications, or estimated transaction costs. The estimated fair value of the Company’s securities available for sale, by type, is disclosed in the Securities footnote.
Loans Held for Sale
Fair value of loans held for sale, whose carrying amounts approximate fair value, was estimated using the anticipated market price based upon pricing indications provided by investor banks.
Loans
The fair value of commercial construction, commercial and industrial lines of credit, and certain other consumer loans was estimated by discounting the contractual cash flows using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality.
For commercial, commercial real estate, residential real estate, automobile, and consumer home equity loans, fair value was estimated by discounting contractual cash flows adjusted for prepayment estimates using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality.
The fair value of PPP loans, which are fully guaranteed by the SBA, approximates the carrying amount.
Loans that are deemed to be impaired were recorded at the fair value of the underlying collateral, if the loan is collateral-dependent, or at a carrying value based upon expected cash flows discounted using the loan’s effective interest rate.
FHLB Stock
The fair value of FHLB stock approximates the carrying amount based on the redemption provisions of the FHLB.
Rabbi Trust Investments
Rabbi trust investments consisted primarily of cash and cash equivalents, U.S. government agency obligations, equity securities, mutual funds and other exchange-traded funds, and were recorded at fair value and included in other assets. The purpose of these rabbi trust investments is to fund certain executive non-qualified retirement benefits and deferred compensation.
The fair value of other U.S. government agency obligations was estimated using either a matrix or benchmarks. The inputs used include benchmark yields, reported trades, broker/dealer quotes, and issuer spreads. These securities were categorized as Level 2. The equity securities, mutual funds and other exchange-traded funds were valued based on quoted prices from the market. The equity securities, mutual funds and exchange-traded funds traded in an active market were categorized as Level 1. Mutual funds at net asset value amounted to $53.9 million and $16.2 million at December 31, 2020 and 2019, respectively. There were no redemption restrictions on these mutual funds at the end of any period presented.
Bank-Owned Life Insurance
The fair value of bank-owned life insurance was based upon quotations received from bank-owned life insurance dealers.
Deposits
The fair value of deposits with no stated maturity, such as noninterest-bearing demand deposits, savings and interest checking accounts, and money market accounts, was equal to their carrying amount. The fair value of time deposits was based on the discounted value of contractual cash flows using current market interest rates.
The fair value estimates of deposits do not include the benefit that results from the low-cost funding provided by the deposit liabilities compared to the cost of borrowing funds in the wholesale market (core deposit intangibles).
Other Borrowed Funds
For other borrowed funds that mature in 90 days or less, the carrying amount reported in the consolidated balance sheets approximates fair value. For borrowed funds that mature in more than 90 days, the fair value was based on the discounted value of the contractual cash flows applying interest rates currently being offered in the market.
FHLB Advances
The fair value of FHLB advances was based on the discounted value of contractual cash flows. The discount rates used are representative of approximate rates currently offered on instruments with similar remaining maturities.
Escrow Deposits of Borrowers
The fair value of escrow deposits of borrowers, which have no stated maturity, approximates the carrying amount.
Interest Rate Swaps
The fair value of interest rate swaps was determined using discounted cash flow analysis on the expected cash flows of the interest rate swaps. This analysis reflects the contractual terms of the interest rate swaps, including the period of maturity, and uses observable market-based inputs, including interest rate curves and implied volatility. In addition, for customer-related interest rate swaps, the analysis reflects a credit valuation adjustment to reflect the Company’s own non-performance risk and the respective counterparty’s non-performance risk in the fair value measurements. The majority of inputs used to value its interest rate swaps fall within Level 2 of the fair value hierarchy, but the credit valuation adjustments associated with the interest rate swaps utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties. However, at December 31, 2020 and 2019, the impact of the Level 3 inputs on the overall valuation of the interest rate swaps was deemed insignificant to the overall valuation. As a result, the interest rate swaps were categorized as Level 2 within the fair value hierarchy.
Risk Participations
The fair value of risk participations was determined based upon the total expected exposure of the derivative which considers the present value of cash flows discounted using market-based inputs and was categorized as Level 2 within the fair value hierarchy. The fair value also included a credit valuation adjustment which evaluates the credit risk of its counterparties by considering factors such as the likelihood of default by the counterparties, its net exposures, the remaining contractual life, as well as the amount of collateral securing the position. The change in value of derivative assets and liabilities attributable to credit risk was not significant during the reported periods.
Foreign Currency Forward Contracts
The fair values of foreign currency forward contracts were based upon the remaining expiration period of the contracts and bid quotations received from foreign exchange contract dealers and were categorized as Level 2 within the fair value hierarchy.
Fair Value of Assets and Liabilities Measured on a Recurring Basis
The following tables present the balances of assets and liabilities measured at fair value on a recurring basis as of December 31, 2020 and 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
|
Balance as of December 31, 2020
|
|
Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
|
|
Significant
Other
Observable
Inputs (Level 2)
|
|
Significant
Unobservable
Inputs (Level 3)
|
Description
|
|
|
|
|
(Dollars in thousands)
|
Assets
|
|
|
|
|
|
|
|
Securities available for sale
|
|
|
|
|
|
|
|
Government-sponsored residential mortgage-backed securities
|
$
|
2,148,800
|
|
|
$
|
—
|
|
|
$
|
2,148,800
|
|
|
$
|
—
|
|
Government-sponsored commercial mortgage-backed securities
|
17,081
|
|
|
—
|
|
|
17,081
|
|
|
—
|
|
U.S. Agency bonds
|
666,709
|
|
|
—
|
|
|
666,709
|
|
|
—
|
|
U.S. Treasury securities
|
70,369
|
|
|
70,369
|
|
|
—
|
|
|
—
|
|
State and municipal bonds and obligations
|
280,902
|
|
|
—
|
|
|
280,902
|
|
|
—
|
|
Rabbi trust investments
|
91,683
|
|
|
83,884
|
|
|
7,799
|
|
|
—
|
|
Loans held for sale
|
1,140
|
|
|
—
|
|
|
1,140
|
|
|
—
|
|
Interest rate swap contracts
|
|
|
|
|
|
|
|
Customer-related positions
|
141,822
|
|
|
—
|
|
|
141,822
|
|
|
—
|
|
Risk participation agreements
|
722
|
|
|
—
|
|
|
722
|
|
|
—
|
|
Foreign currency forward contracts
|
|
|
|
|
|
|
|
Matched customer book
|
90
|
|
|
—
|
|
|
90
|
|
|
—
|
|
Foreign currency loan
|
9
|
|
|
—
|
|
|
9
|
|
|
—
|
|
Total
|
$
|
3,419,327
|
|
|
$
|
154,253
|
|
|
$
|
3,265,074
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
Interest rate swap contracts
|
|
|
|
|
|
|
|
Customer-related positions
|
$
|
42,600
|
|
|
$
|
—
|
|
|
$
|
42,600
|
|
|
$
|
—
|
|
Risk participation agreements
|
1,230
|
|
|
—
|
|
|
1,230
|
|
|
—
|
|
Foreign currency forward contracts
|
|
|
|
|
|
|
|
Matched customer book
|
77
|
|
|
—
|
|
|
77
|
|
|
—
|
|
Foreign currency loan
|
69
|
|
|
—
|
|
|
69
|
|
|
—
|
|
Total
|
$
|
43,976
|
|
|
$
|
—
|
|
|
$
|
43,976
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
Description
|
Balance as of December 31, 2019
|
|
Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
|
|
Significant
Other
Observable
Inputs (Level 2)
|
|
Significant
Unobservable
Inputs (Level 3)
|
|
(In thousands)
|
Assets
|
|
|
|
|
|
|
|
Trading securities
|
|
|
|
|
|
|
|
Municipal bonds
|
$
|
961
|
|
|
$
|
—
|
|
|
$
|
961
|
|
|
$
|
—
|
|
Securities available for sale
|
|
|
|
|
|
|
|
Government-sponsored residential mortgage-backed securities
|
1,167,968
|
|
|
—
|
|
|
1,167,968
|
|
|
—
|
|
U.S. Treasury securities
|
50,420
|
|
|
50,420
|
|
|
—
|
|
|
|
State and municipal bonds and obligations
|
283,538
|
|
|
—
|
|
|
283,538
|
|
|
—
|
|
Qualified zone academy bond
|
6,310
|
|
|
—
|
|
|
—
|
|
|
6,310
|
|
Rabbi trust investments
|
78,012
|
|
|
63,945
|
|
|
14,067
|
|
|
—
|
|
Loans held for sale
|
26
|
|
|
—
|
|
|
26
|
|
|
—
|
|
Interest rate swap contracts
|
|
|
|
|
|
|
|
Customer-related positions
|
64,463
|
|
|
—
|
|
|
64,463
|
|
|
—
|
|
Risk participation agreements
|
482
|
|
|
—
|
|
|
482
|
|
|
—
|
|
Foreign currency forward contracts
|
|
|
|
|
|
|
|
Matched customer book
|
469
|
|
|
—
|
|
|
469
|
|
|
—
|
|
Total
|
$
|
1,652,649
|
|
|
$
|
114,365
|
|
|
$
|
1,531,974
|
|
|
$
|
6,310
|
|
Liabilities
|
|
|
|
|
|
|
|
Interest rate swap contracts
|
|
|
|
|
|
|
|
Cash flow hedges – interest rate positions
|
$
|
321
|
|
|
$
|
—
|
|
|
$
|
321
|
|
|
$
|
—
|
|
Customer-related positions
|
18,057
|
|
|
—
|
|
|
18,057
|
|
|
—
|
|
Risk participation agreements
|
606
|
|
|
—
|
|
|
606
|
|
|
—
|
|
Foreign currency forward contracts
|
|
|
|
|
|
|
|
Matched customer book
|
428
|
|
|
—
|
|
|
428
|
|
|
—
|
|
Foreign currency loan
|
203
|
|
|
—
|
|
|
203
|
|
|
—
|
|
Total
|
$
|
19,615
|
|
|
$
|
—
|
|
|
$
|
19,615
|
|
|
$
|
—
|
|
There were no transfers to or from Level 1, 2 and 3 during the years ended December 31, 2020 and 2019.
For the fair value measurements which are classified as Level 3 within the fair value hierarchy, the Company’s Treasury and Finance groups determine the valuation policies and procedures. For the valuation of the qualified zone academy bond, the Company uses third-party valuation information. Management determined that no changes to the quantitative unobservable inputs were necessary. Management employs various techniques to analyze the valuation it receives from third parties, such as analyzing changes in market yields. Management reviews changes in fair value from period to period to ensure that values received from the third parties are consistent with their expectation of the market.
The table below presents a reconciliation for all assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the years ended December 31, 2020, 2019 and 2018:
|
|
|
|
|
|
|
Securities
Available for Sale
|
|
(In thousands)
|
Balance at January 1, 2018
|
$
|
5,936
|
|
Gains and losses (realized/unrealized):
|
|
Included in net income
|
109
|
|
Balance at December 31, 2018
|
$
|
6,045
|
|
Gains and losses (realized/unrealized):
|
|
Included in net income
|
109
|
|
Included in other comprehensive income
|
156
|
|
Balance at December 31, 2019
|
$
|
6,310
|
|
Gains and losses (realized/unrealized):
|
|
Included in net income
|
106
|
|
Included in other comprehensive income
|
(156)
|
|
Settlement
|
(6,260)
|
|
Balance at December 31, 2020
|
$
|
—
|
|
Fair Value of Assets and Liabilities Measured on a Nonrecurring Basis
The Company may also be required, from time to time, to measure certain other assets on a nonrecurring basis in accordance with generally accepted accounting principles. The following tables summarize the fair value of assets and liabilities measured at fair value on a nonrecurring basis, as of December 31, 2020 and 2019.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
Description
|
Balance as of December 31, 2020
|
|
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs (Level 2)
|
|
Significant
Unobservable
Inputs (Level 3)
|
|
(Dollars in thousands)
|
Assets
|
|
|
|
|
|
|
|
Collateral-dependent impaired loans whose fair value is based upon appraisals
|
$
|
11,036
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,036
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
Description
|
Balance as of December 31, 2019
|
|
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs (Level 2)
|
|
Significant
Unobservable
Inputs (Level 3)
|
|
(Dollars in thousands)
|
Assets
|
|
|
|
|
|
|
|
Collateral-dependent impaired loans whose fair value is based upon appraisals
|
$
|
4,261
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,261
|
|
For the valuation of the other real estate owned and collateral-dependent impaired loans, the Company relies primarily on third-party valuation information from certified appraisers and values are generally based upon recent appraisals of the underlying collateral, brokers’ opinions based upon recent sales of comparable properties, estimated equipment auction or liquidation values, income capitalization, or a combination of income capitalization and comparable sales. Depending on the type of underlying collateral, valuations may be adjusted by management for qualitative factors such as economic factors and estimated liquidation expenses. The range of these possible adjustments may vary.
Impaired loans in which a reserve was established based upon expected cash flows discounted at the loan’s effective interest rate are not deemed to be measured at fair value.
Disclosures about Fair Value of Financial Instruments
The estimated fair values and related carrying amounts for assets and liabilities for which fair value is only disclosed are shown below as of the dates indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
|
Carrying Value as of December 31, 2020
|
|
Fair Value as of December 31, 2020
|
|
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs (Level 2)
|
|
Significant
Unobservable
Inputs (Level 3)
|
|
(Dollars in thousands)
|
Assets
|
|
|
|
|
|
|
|
|
|
Loans, net of allowance for credit losses
|
$
|
9,593,958
|
|
|
$
|
9,779,195
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,779,195
|
|
FHLB stock
|
8,805
|
|
|
8,805
|
|
|
—
|
|
|
8,805
|
|
|
—
|
|
Bank-owned life insurance
|
78,561
|
|
|
78,561
|
|
|
—
|
|
|
78,561
|
|
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
Deposits
|
$
|
12,155,784
|
|
|
$
|
12,155,843
|
|
|
$
|
—
|
|
|
$
|
12,155,843
|
|
|
$
|
—
|
|
FHLB advances
|
14,624
|
|
|
14,434
|
|
|
—
|
|
|
14,434
|
|
|
—
|
|
Escrow deposits from borrowers
|
13,425
|
|
|
13,425
|
|
|
—
|
|
|
13,425
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
|
Carrying Value as of December 31, 2019
|
|
Fair Value as of December 31, 2019
|
|
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs (Level 2)
|
|
Significant
Unobservable
Inputs (Level 3)
|
|
(Dollars in thousands)
|
Assets
|
|
|
|
|
|
|
|
|
|
Loans, net of allowance for credit losses
|
$
|
8,889,184
|
|
|
$
|
9,116,018
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,116,018
|
|
FHLB stock
|
9,027
|
|
|
9,027
|
|
|
—
|
|
|
9,027
|
|
|
—
|
|
Bank-owned life insurance
|
77,546
|
|
|
77,546
|
|
|
—
|
|
|
77,546
|
|
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
Deposits
|
$
|
9,551,392
|
|
|
$
|
9,548,889
|
|
|
$
|
—
|
|
|
$
|
9,548,889
|
|
|
$
|
—
|
|
FHLB advances
|
18,964
|
|
|
18,188
|
|
|
—
|
|
|
18,188
|
|
|
—
|
|
Escrow deposits from borrowers
|
15,349
|
|
|
15,349
|
|
|
—
|
|
|
15,349
|
|
|
—
|
|
This summary excludes certain financial assets and liabilities for which the carrying value approximates fair value. For financial assets, these may include cash and due from banks, federal funds sold and short-term investments. For financial liabilities, these may include federal funds purchased. These instruments would all be considered to be classified as Level 1 within the fair value hierarchy. Also excluded from the summary are financial instruments measured at fair value on a recurring and nonrecurring basis, as previously described.
20. Revenue from Contracts with Customers
The Company adopted the new revenue recognition standard under ASC 606 on January 1, 2019 using the modified retrospective approach. Revenue recognition remained substantially unchanged following adoption of ASC 606 and, therefore, there were no material changes to the Company’s Consolidated Financial Statements as of or for the year ended December 31, 2019, as a result of adopting the new guidance.
The Company derives a portion of its noninterest income from contracts with customers, as such, revenue from such arrangements is recognized when control of goods or services is transferred to the customer, in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company considers the terms of the contract and all relevant facts and circumstances when applying this guidance. The Company measures revenue and timing of recognition by applying the following five steps:
1.Identify the contract(s) with the customers.
2.Identify the performance obligations.
3.Determine the transaction price.
4.Allocate the transaction price to the performance obligations.
5.Recognize revenue when (or as) the entity satisfies a performance obligation.
The Company accounts for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable.
Performance obligations
The Company’s performance obligations are generally satisfied either at a point in time or over time, as services are rendered. Unsatisfied performance obligations at the report date are not material to the Company’s Consolidated Financial Statements.
The Company has disaggregated its revenue within the scope of ASC 606 by type of service, as presented in the table below. These categories reflect how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
(In thousands)
|
Insurance commissions
|
$
|
94,495
|
|
|
$
|
90,587
|
|
|
$
|
91,885
|
|
Service charges on deposit accounts
|
21,560
|
|
|
27,043
|
|
|
26,897
|
|
Trust and investment advisory fees
|
21,102
|
|
|
19,653
|
|
|
19,128
|
|
Debit card processing fees
|
10,277
|
|
|
10,452
|
|
|
16,162
|
|
Other non-interest income
|
7,311
|
|
|
8,483
|
|
|
9,981
|
|
Total noninterest income in-scope of ASC 606
|
154,745
|
|
|
156,218
|
|
|
164,053
|
|
Total noninterest income out-of-scope of ASC 606
|
23,628
|
|
|
26,081
|
|
|
16,542
|
|
Total noninterest income
|
$
|
178,373
|
|
|
$
|
182,299
|
|
|
$
|
180,595
|
|
Additional information related to each of the revenue streams is further noted below.
Insurance Commissions
The Company acts as an agent in offering property, casualty, and life and health insurance to both commercial and consumer customers though Eastern Insurance Group LLC. The Company earns a fixed commission on the sales of these products and services. The Company may also earn bonus commissions based upon meeting certain volume thresholds. In general, the Company recognizes commission revenues when earned based upon the effective date of the policy. For certain insurance products, the Company may also earn and recognize annual residual commissions commensurate with annual premiums being paid.
The Company also earns profit-sharing, or contingency revenues from the insurers with whom the Company places business. These profit-sharing revenues are performance bonuses from the insurers based upon certain performance metrics such as floors on written premiums, loss rates, and growth rates. Because the Company’s expectation of the ultimate profit-sharing revenue amounts to be earned can vary from period to period, the Company does not recognize this revenue until it has concluded that, based on all the facts and information available, it is probable that a significant revenue reversal will not occur in future periods.
Insurance commissions earned but not yet received amounted to $15.8 million and $3.9 million as of December 31, 2020, and 2019 respectively, and were included in other assets.
Deposit Service Charges
The Company offers various deposit account products to its customers governed by specific deposit agreements applicable to either personal customers or business customers. These agreements identify the general conditions and obligations of both parties and include standard information regarding deposit account-related fees.
Deposit account services include providing access to deposit accounts as well as access to the various deposit transactional services of the Company. These transactional services are primarily those that are identified in the standard fee
schedule, and include, but are not limited to, services such as overdraft protection, wire transfer, and check collection. The Company charges monthly fixed service fees associated with the customer having access to the deposit account as well as separate fixed fees associated with and at the time specific transactions are entered into by the customer. As such, the Company considers that its performance obligations are fulfilled when customers are provided deposit account access or when the requested deposit transaction is completed.
Cash management services are a subset of the deposit service charges revenue stream. These services include ACH transaction processing, positive pay, lockbox, and remote deposit services. These services are also governed by separate agreements entered into by the customer. The fee arrangement for these services is structured as a fixed fee per transaction which may be offset by earnings credits. An earnings credit is a discount that a customer receives based upon the investable balance in the applicable covered deposit account(s) for a given month. Earnings credits are only good for the given month. That is, if cash management fees for a given month are less than the month’s earnings credit, the remainder of the credit does not carry over to the following month. Cash management fees are recognized as revenue in the month that the services are provided. Cash management fees earned but not yet received amounted to $1.0 million and $0.8 million as of December 31, 2020 and 2019 respectively, and were included in other assets.
Trust and Investment Advisory Fees
The Company offers investment management and trust services to individuals, institutions, small businesses and charitable institutions. Each investment management product is governed by its own contract along with a separate identifiable fee schedule unique to that product. The Company also offers additional services, such as estate settlement, financial planning, tax services, and other special services quoted at the customer’s request.
The asset management and/or custody fees are primarily based upon a percentage of the monthly valuation of the principal assets in the customer’s account. Customers are also charged a base fee which is prorated over a twelve-month period. Fees for additional or special services are generally fixed in nature and are charged as services are rendered. All revenue is recognized in correlation to the monthly management fee determinations or as transactional services are provided.
Debit Card Processing Fees
The Company provides debit cards to its customers which are authorized and settled through various card payment networks, and in exchange, the Company earns revenue as determined by each payment network’s interchange program. Regardless of the network that is utilized to authorize and settle the payment, the merchant that provides the product or service to the debit card holder is ultimately responsible for the interchange payment to the Company. Debit card processing fees are recognized as card transactions are settled within each network. Debit card processing fees earned but not yet received amounted to $0.3 million and $0.3 million as of December 31, 2020 and 2019, respectively, and were included in other assets.
Other Noninterest Income
The Company earns various types of other noninterest income that fall within the scope of the new revenue recognition rules and have been aggregated into one general revenue stream in the table noted above. Noninterest income includes, but is not limited to, the following types of revenue with customers: safe deposit rent, ATM surcharge fees, customer checkbook fees and insured cash sweep fee income. Individually, these sources of noninterest income are immaterial.
21. Other Comprehensive Income
The following tables present a reconciliation of the changes in the components of other comprehensive income (loss) for the dates indicated including the amount of income tax (expense) benefit allocated to each component of other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, 2020
|
|
Pre Tax
Amount
|
|
Tax (Expense)
Benefit
|
|
After Tax
Amount
|
|
(Dollars in thousands)
|
Unrealized gains (losses) on securities available for sale:
|
|
|
|
|
|
Change in fair value of securities available for sale
|
$
|
30,926
|
|
|
$
|
(6,828)
|
|
|
$
|
24,098
|
|
Less: reclassification adjustment for gains included in net income
|
288
|
|
|
(64)
|
|
|
224
|
|
Net change in fair value of securities available for sale
|
30,638
|
|
|
(6,764)
|
|
|
23,874
|
|
Unrealized gains (losses) on cash flow hedges:
|
|
|
|
|
|
Change in fair value of cash flow hedges(1)
|
46,871
|
|
|
(13,175)
|
|
|
33,696
|
|
Less: net cash flow hedge gains reclassified into interest income
|
27,131
|
|
|
(7,626)
|
|
|
19,505
|
|
Net change in fair value of cash flow hedges
|
19,740
|
|
|
(5,549)
|
|
|
14,191
|
|
Defined benefit pension plans:
|
|
|
|
|
|
Change in actuarial net loss
|
(58,811)
|
|
|
16,532
|
|
|
(42,279)
|
|
Less: amortization of actuarial net loss
|
(10,787)
|
|
|
3,033
|
|
|
(7,754)
|
|
Plan amendment – prior service credit
|
133,439
|
|
|
(37,510)
|
|
|
95,929
|
|
Less: net accretion of prior service credit
|
1,931
|
|
|
(543)
|
|
|
1,388
|
|
Net change in other comprehensive income for defined benefit postretirement plans
|
83,484
|
|
|
(23,468)
|
|
|
60,016
|
|
Total other comprehensive income
|
$
|
133,862
|
|
|
$
|
(35,781)
|
|
|
$
|
98,081
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, 2019
|
|
Pre Tax
Amount
|
|
Tax (Expense)
Benefit
|
|
After Tax
Amount
|
|
(Dollars in thousands)
|
Unrealized gains (losses) on securities available for sale:
|
|
|
|
|
|
Change in fair value of securities available for sale
|
$
|
54,881
|
|
|
$
|
(12,166)
|
|
|
$
|
42,715
|
|
Less: reclassification adjustment for gains included in net income
|
2,016
|
|
|
(459)
|
|
|
1,557
|
|
Net change in fair value of securities available for sale
|
52,865
|
|
|
(11,707)
|
|
|
41,158
|
|
Unrealized gains (losses) on cash flow hedges:
|
|
|
|
|
|
Change in fair value of cash flow hedges
|
20,275
|
|
|
(5,699)
|
|
|
14,576
|
|
Less: net cash flow hedge gains reclassified into interest income
|
2,698
|
|
|
(758)
|
|
|
1,940
|
|
Net change in fair value of cash flow hedges
|
17,577
|
|
|
(4,941)
|
|
|
12,636
|
|
Defined benefit pension plans:
|
|
|
|
|
|
Change in actuarial net loss
|
(37,722)
|
|
|
10,603
|
|
|
(27,119)
|
|
Less: amortization of actuarial net loss
|
(7,242)
|
|
|
2,036
|
|
|
(5,206)
|
|
Less: amortization of prior service cost
|
(44)
|
|
|
11
|
|
|
(33)
|
|
Net change in other comprehensive income for defined benefit postretirement plans
|
(30,436)
|
|
|
8,556
|
|
|
(21,880)
|
|
Total other comprehensive income
|
$
|
40,006
|
|
|
$
|
(8,092)
|
|
|
$
|
31,914
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, 2018
|
|
Pre Tax
Amount
|
|
Tax (Expense)
Benefit
|
|
After Tax
Amount
|
|
(Dollars in thousands)
|
Unrealized gains (losses) on securities available for sale:
|
|
|
|
|
|
Change in fair value of securities available for sale
|
$
|
(39,144)
|
|
|
$
|
8,659
|
|
|
$
|
(30,485)
|
|
Less: reclassification adjustment for gains included in net income
|
50
|
|
|
(10)
|
|
|
40
|
|
Net change in fair value of securities available for sale
|
(39,194)
|
|
|
8,669
|
|
|
(30,525)
|
|
Unrealized gains (losses) on cash flow hedges:
|
|
|
|
|
|
Change in fair value of cash flow hedges
|
5,354
|
|
|
(1,505)
|
|
|
3,849
|
|
Less: net cash flow hedge gains reclassified into interest income
|
1,198
|
|
|
(337)
|
|
|
861
|
|
Net change in fair value of cash flow hedges
|
4,156
|
|
|
(1,168)
|
|
|
2,988
|
|
Defined benefit pension plans:
|
|
|
|
|
|
Change in actuarial net loss
|
2,680
|
|
|
(754)
|
|
|
1,926
|
|
Less: amortization of actuarial net loss
|
(7,621)
|
|
|
2,142
|
|
|
(5,479)
|
|
Less: amortization of prior service cost
|
(44)
|
|
|
12
|
|
|
(32)
|
|
Net change in other comprehensive income for defined benefit postretirement plans
|
10,345
|
|
|
(2,908)
|
|
|
7,437
|
|
Total other comprehensive income
|
$
|
(24,693)
|
|
|
$
|
4,593
|
|
|
$
|
(20,100)
|
|
(1)Includes amortization of $11.4 million of the remaining balance of realized but unrecognized gains, net of tax, from the termination of interest rate swaps. The total realized gain of $41.2 million, net of tax, will be recognized in earnings through January 2023. The balance of this gain had amortized to $29.8 million, net of tax, at December 31, 2020.
The following table illustrates the changes in the balances of each component of accumulated other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized
Gains and
(Losses) on
Available for
Sale Securities
|
|
Unrealized
Gains and
(Losses) on
Cash Flow
Hedges
|
|
Defined Benefit
Pension Plans
|
|
Total
|
|
(In thousands)
|
Beginning balance: January 1, 2018
|
$
|
11,165
|
|
|
$
|
—
|
|
|
$
|
(66,826)
|
|
|
$
|
(55,661)
|
|
Other comprehensive income (loss) before reclassifications
|
(30,485)
|
|
|
3,849
|
|
|
—
|
|
|
(26,636)
|
|
Less: Amounts reclassified from accumulated other comprehensive income
|
40
|
|
|
861
|
|
|
(7,437)
|
|
|
(6,536)
|
|
Net current-period other comprehensive income
|
(30,525)
|
|
|
2,988
|
|
|
7,437
|
|
|
(20,100)
|
|
Ending balance: December 31, 2018
|
$
|
(19,360)
|
|
|
$
|
2,988
|
|
|
$
|
(59,389)
|
|
|
$
|
(75,761)
|
|
Other comprehensive income (loss) before reclassifications
|
42,715
|
|
|
14,576
|
|
|
(27,119)
|
|
|
30,172
|
|
Less: Amounts reclassified from accumulated other comprehensive income
|
1,557
|
|
|
1,940
|
|
|
(5,239)
|
|
|
(1,742)
|
|
Net current-period other comprehensive income
|
41,158
|
|
|
12,636
|
|
|
(21,880)
|
|
|
31,914
|
|
Ending balance: December 31, 2019
|
$
|
21,798
|
|
|
$
|
15,624
|
|
|
$
|
(81,269)
|
|
|
$
|
(43,847)
|
|
Other comprehensive income (loss) before reclassifications
|
24,098
|
|
|
33,696
|
|
|
53,650
|
|
|
111,444
|
|
Less: Amounts reclassified from accumulated other comprehensive income
|
224
|
|
|
19,505
|
|
|
(6,366)
|
|
|
13,363
|
|
Net current-period other comprehensive income
|
23,874
|
|
|
14,191
|
|
|
60,016
|
|
|
98,081
|
|
Ending balance: December 31, 2020
|
$
|
45,672
|
|
|
$
|
29,815
|
|
|
$
|
(21,253)
|
|
|
$
|
54,234
|
|
The following table illustrates the significant amounts reclassified out of each component of accumulated other comprehensive income, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
Details about Accumulated Other Comprehensive Income Components
|
|
2020
|
|
2019
|
|
2018
|
|
Affected Line Item in the Statement Where Net Income is Presented
|
|
|
(In Thousands)
|
|
|
Unrealized gains and losses on available-for-sale securities
|
|
$
|
288
|
|
|
$
|
2,016
|
|
|
$
|
50
|
|
|
Gain/(loss) on sale of securities
|
|
|
288
|
|
288
|
|
2,016
|
|
|
50
|
|
|
Total before tax
|
|
|
(64)
|
|
|
(459)
|
|
|
(10)
|
|
|
Tax (expense) or benefit
|
|
|
$
|
224
|
|
|
$
|
1,557
|
|
|
$
|
40
|
|
|
Net of tax
|
Unrealized gains and losses on cash flow hedges
|
|
$
|
27,131
|
|
|
$
|
2,698
|
|
|
$
|
1,198
|
|
|
Interest income
|
|
|
27,131
|
|
27,131
|
|
2,698
|
|
|
1,198
|
|
|
Total before tax
|
|
|
(7,626)
|
|
|
(758)
|
|
|
(337)
|
|
|
Tax (expense) or benefit
|
|
|
$
|
19,505
|
|
|
$
|
1,940
|
|
|
$
|
861
|
|
|
Net of tax
|
Amortization of defined benefit pension items
|
|
$
|
(10,787)
|
|
|
$
|
(7,242)
|
|
|
$
|
(7,621)
|
|
|
Net periodic pension cost
|
Accretion (amortization) of prior service credit (cost)
|
|
1,931
|
|
|
(44)
|
|
|
(44)
|
|
|
Employee Benefits footnote
|
|
|
(8,856)
|
|
|
(7,286)
|
|
|
(7,665)
|
|
|
Total before tax
|
|
|
2,490
|
|
|
2,047
|
|
|
2,154
|
|
|
Tax (expense) or benefit
|
|
|
$
|
(6,366)
|
|
|
$
|
(5,239)
|
|
|
$
|
(5,511)
|
|
|
Net of tax
|
Total reclassifications for the period
|
|
$
|
13,363
|
|
|
$
|
(1,742)
|
|
|
$
|
(4,610)
|
|
|
|
22. Segment Reporting
The Company’s primary reportable segment is its banking business, which offers a range of commercial, retail, wealth management and banking services, and consists primarily of attracting deposits from the general public and investing those deposits, together with borrowings and funds generated from operations, to originate loans in a variety of sectors and to invest in securities. Revenue from the banking business consists primarily of interest earned on loans and investment securities. In addition to its banking business reportable segment, the Company has an insurance agency business reportable segment, which consists of insurance-related activities, acting as an independent agent in offering commercial, personal and employee benefits insurance products to individual and commercial clients. Revenue from the insurance agency business consists primarily of commissions on sales of insurance products and services.
Results of operations and selected financial information by segment and reconciliation to the Consolidated Financial Statements as of and for the years ended December 31, 2020, 2019, and 2018 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of and for the year ended December 31, 2020
|
|
Banking
Business
|
|
Insurance
Agency
Business
|
|
Other /
Eliminations
|
|
Total
|
|
(In thousands)
|
Net interest income
|
$
|
401,251
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
401,251
|
|
Provision for loan losses
|
38,800
|
|
|
—
|
|
|
—
|
|
|
38,800
|
|
Net interest income after provision for loan losses
|
362,451
|
|
|
—
|
|
|
—
|
|
|
362,451
|
|
Noninterest income
|
82,334
|
|
|
96,739
|
|
|
(700)
|
|
|
178,373
|
|
Noninterest expense
|
431,705
|
|
|
77,806
|
|
|
(4,588)
|
|
|
504,923
|
|
Income before provision for income taxes
|
13,080
|
|
|
18,933
|
|
|
3,888
|
|
|
35,901
|
|
Income tax provision
|
7,870
|
|
|
5,293
|
|
|
—
|
|
|
13,163
|
|
Net income
|
$
|
5,210
|
|
|
$
|
13,640
|
|
|
$
|
3,888
|
|
|
$
|
22,738
|
|
Total assets
|
$
|
15,831,175
|
|
|
$
|
200,216
|
|
|
$
|
(67,201)
|
|
|
$
|
15,964,190
|
|
Total liabilities
|
$
|
12,547,838
|
|
|
$
|
55,501
|
|
|
$
|
(67,201)
|
|
|
$
|
12,536,138
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of and for the year ended December 31, 2019
|
|
Banking
Business
|
|
Insurance
Agency
Business
|
|
Other /
Eliminations
|
|
Total
|
|
(In thousands)
|
Net interest income
|
$
|
411,264
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
411,264
|
|
Provision for loan losses
|
6,300
|
|
|
—
|
|
|
—
|
|
|
6,300
|
|
Net interest income after provision for loan losses
|
404,964
|
|
|
—
|
|
|
—
|
|
|
404,964
|
|
Noninterest income
|
89,840
|
|
|
92,705
|
|
|
(246)
|
|
|
182,299
|
|
Noninterest expense
|
337,323
|
|
|
79,043
|
|
|
(3,682)
|
|
|
412,684
|
|
Income before provision for income taxes
|
157,481
|
|
|
13,662
|
|
|
3,436
|
|
|
174,579
|
|
Income tax provision
|
35,542
|
|
|
3,939
|
|
|
—
|
|
|
39,481
|
|
Net income
|
$
|
121,939
|
|
|
$
|
9,723
|
|
|
$
|
3,436
|
|
|
$
|
135,098
|
|
Total assets
|
$
|
11,515,117
|
|
|
$
|
165,965
|
|
|
$
|
(52,307)
|
|
|
$
|
11,628,775
|
|
Total liabilities
|
$
|
10,046,189
|
|
|
$
|
34,740
|
|
|
$
|
(52,307)
|
|
|
$
|
10,028,622
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of and for the year ended December 31, 2018
|
|
Banking
Business
|
|
Insurance
Agency
Business
|
|
Other /
Eliminations
|
|
Total
|
|
(In thousands)
|
Net interest income
|
$
|
390,044
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
390,044
|
|
Provision for loan losses
|
15,100
|
|
|
—
|
|
|
—
|
|
|
15,100
|
|
Net interest income after provision for loan losses
|
374,944
|
|
|
—
|
|
|
—
|
|
|
374,944
|
|
Noninterest income
|
86,596
|
|
|
94,233
|
|
|
(234)
|
|
|
180,595
|
|
Noninterest expense
|
326,956
|
|
|
73,852
|
|
|
(2,880)
|
|
|
397,928
|
|
Income before provision for income taxes
|
134,584
|
|
|
20,381
|
|
|
2,646
|
|
|
157,611
|
|
Income tax provision
|
29,313
|
|
|
5,571
|
|
|
—
|
|
|
34,884
|
|
Net income
|
$
|
105,271
|
|
|
$
|
14,810
|
|
|
$
|
2,646
|
|
|
$
|
122,727
|
|
Total assets
|
$
|
11,265,752
|
|
|
$
|
152,832
|
|
|
$
|
(40,297)
|
|
|
$
|
11,378,287
|
|
Total liabilities
|
$
|
9,954,112
|
|
|
$
|
31,331
|
|
|
$
|
(40,297)
|
|
|
$
|
9,945,146
|
|
23. Parent Company Financial Statements
Condensed financial information relative to Eastern Bankshares Inc.'s (“the parent company") balance sheets at December 31, 2020 and 2019 and the related statements of income and cash flows for the years ended December 31, 2020, 2019 and 2018 are presented below. The statement of shareholders’ equity is not presented below as the parent company’s shareholders’ equity is that of the consolidated Company.
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE SHEETS
|
|
As of December 31,
|
|
2020
|
|
2019
|
|
(Dollars in thousands)
|
Assets
|
|
|
|
Cash and cash equivalents(1)
|
$
|
741,034
|
|
|
$
|
4,730
|
|
Goodwill and other intangibles, net
|
744
|
|
|
744
|
|
Deferred income taxes, net
|
10,817
|
|
|
—
|
|
Investment in subsidiaries
|
2,674,133
|
|
|
1,594,024
|
|
Other assets
|
1,324
|
|
|
771
|
|
Total assets
|
$
|
3,428,052
|
|
|
$
|
1,600,269
|
|
Liabilities and shareholders’ equity
|
|
|
|
Other liabilities
|
$
|
—
|
|
|
$
|
116
|
|
Total liabilities
|
—
|
|
|
116
|
|
Shareholders’ equity
|
3,428,052
|
|
|
1,600,153
|
|
Total liabilities and shareholders’ equity
|
$
|
3,428,052
|
|
|
$
|
1,600,269
|
|
(1)Entire balance eliminates in consolidation.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STATEMENTS OF INCOME
|
|
For the Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
(In thousands)
|
Expenses
|
|
|
|
|
|
Professional services
|
$
|
1,485
|
|
|
$
|
360
|
|
|
$
|
255
|
|
Charitable contributions
|
91,287
|
|
|
—
|
|
|
—
|
|
Other
|
151
|
|
105
|
|
|
129
|
|
Total expenses
|
92,923
|
|
|
465
|
|
|
384
|
|
Loss before income taxes and equity in undistributed income of subsidiaries
|
(92,923)
|
|
|
(465)
|
|
|
(384)
|
|
Income tax benefit
|
(13,933)
|
|
|
(131)
|
|
|
(108)
|
|
Loss before equity in undistributed income of subsidiaries
|
(78,990)
|
|
|
(334)
|
|
|
(276)
|
|
Equity in undistributed income of subsidiaries
|
101,728
|
|
|
135,432
|
|
|
123,003
|
|
Net income
|
$
|
22,738
|
|
|
$
|
135,098
|
|
|
$
|
122,727
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STATEMENTS OF CASH FLOWS
|
|
For the Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
(In thousands)
|
Cash flows provided by (used in) operating activities
|
|
|
|
|
|
Net income
|
$
|
22,738
|
|
|
$
|
135,098
|
|
|
$
|
122,727
|
|
Adjustments to reconcile net income to cash provided by operating activities
|
|
|
|
|
|
Equity in undistributed income of subsidiaries
|
(101,728)
|
|
|
(135,432)
|
|
|
(123,003)
|
|
Issuance of common shares donated to the Eastern Bank Charitable Foundation
|
91,287
|
|
|
—
|
|
|
—
|
|
ESOP expense
|
2,351
|
|
|
—
|
|
|
—
|
|
Change in:
|
|
|
|
|
|
Deferred income taxes, net
|
(10,817)
|
|
|
—
|
|
|
—
|
|
Other, net
|
(350)
|
|
|
25
|
|
|
(9)
|
|
Net cash provided by operating activities
|
3,481
|
|
|
(309)
|
|
|
(285)
|
|
Cash flows used in investing activities
|
|
|
|
|
|
Investment in Eastern Bank
|
(882,096)
|
|
|
—
|
|
|
—
|
|
Net cash used in investing activities
|
(882,096)
|
|
|
—
|
|
|
—
|
|
Cash flows provided by (used in) financing activities
|
|
|
|
|
|
Proceeds from issuance of common shares
|
1,792,878
|
|
|
—
|
|
|
—
|
|
Purchase of shares by ESOP
|
(149,407)
|
|
|
—
|
|
|
—
|
|
Payments for deferred offering costs
|
(28,552)
|
|
|
(346)
|
|
|
—
|
|
Net cash provided by financing activities
|
1,614,919
|
|
|
(346)
|
|
|
—
|
|
Net increase in cash and cash equivalents
|
736,304
|
|
|
(655)
|
|
|
(285)
|
|
Cash and cash equivalents at beginning of year
|
4,730
|
|
|
5,385
|
|
|
5,670
|
|
Cash and cash equivalents at end of year
|
$
|
741,034
|
|
|
$
|
4,730
|
|
|
$
|
5,385
|
|
24. Quarterly Results of Operations (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
(Dollars in thousands, except per share data)
|
|
|
Interest and dividend income
|
$
|
106,159
|
|
|
$
|
111,483
|
|
|
$
|
101,933
|
|
|
$
|
112,838
|
|
|
$
|
100,513
|
|
|
$
|
112,723
|
|
|
$
|
104,723
|
|
|
$
|
107,973
|
|
Interest expense
|
6,013
|
|
|
8,811
|
|
|
3,178
|
|
|
9,315
|
|
|
1,771
|
|
|
8,575
|
|
|
1,115
|
|
|
7,052
|
|
Net interest income
|
100,146
|
|
|
102,672
|
|
|
98,755
|
|
|
103,523
|
|
|
98,742
|
|
|
104,148
|
|
|
103,608
|
|
|
100,921
|
|
Provision for loan losses
|
28,600
|
|
|
3,000
|
|
|
8,600
|
|
|
1,500
|
|
|
700
|
|
|
—
|
|
|
900
|
|
|
1,800
|
|
Net interest income after provision for loan losses
|
71,546
|
|
|
99,672
|
|
|
90,155
|
|
|
102,023
|
|
|
98,042
|
|
|
104,148
|
|
|
102,708
|
|
|
99,121
|
|
Noninterest income
|
33,369
|
|
|
47,800
|
|
|
47,657
|
|
|
45,632
|
|
|
47,709
|
|
|
41,590
|
|
|
49,638
|
|
|
47,277
|
|
Noninterest expense
|
95,172
|
|
|
104,829
|
|
|
100,765
|
|
|
101,570
|
|
|
109,817
|
|
|
100,666
|
|
|
199,169
|
|
|
105,619
|
|
Income before provision for income taxes
|
9,743
|
|
|
42,643
|
|
|
37,047
|
|
|
46,085
|
|
|
35,934
|
|
|
45,072
|
|
|
(46,823)
|
|
|
40,779
|
|
Income tax provision (benefit)
|
1,298
|
|
|
9,678
|
|
|
7,197
|
|
|
11,032
|
|
|
7,429
|
|
|
9,230
|
|
|
(2,761)
|
|
|
9,541
|
|
Net income (loss)
|
$
|
8,445
|
|
|
$
|
32,965
|
|
|
$
|
29,850
|
|
|
$
|
35,053
|
|
|
$
|
28,505
|
|
|
$
|
35,842
|
|
|
$
|
(44,062)
|
|
|
$
|
31,238
|
|
Earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.26)
|
|
|
$
|
—
|
|
Diluted
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.26)
|
|
|
—
|
|
Average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
171,812,535
|
|
|
—
|
|
Diluted
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
171,812,535
|
|
|
—
|
|
25. Related Parties
The Company has, and expects to have in the future, related party transactions in the ordinary course of business.The transactions include, but are not limited to, lending activities and deposits services with directors and executive officers of the Company and their affiliates. Based on the Company’s assessment, such transactions are consistent with prudent
banking practices and are within applicable banking regulations. Further details relating to certain party transactions are outlined below:
At December 31, 2020 and 2019, the amount of deposits from related parties held by the Company totaled $10.4 million and $8.3 million, respectively.
The amount of loans with related parties at December 31, 2020 and 2019 were $21.0 million and $15.5 million, respectively. In addition, the Company had commitments to lend to related parties of $17.3 million at December 31, 2020.
26. Subsequent Events
On January 28, 2021, the Company announced that its Board of Directors declared a quarterly cash dividend of $0.06 per share of common stock. Dividends amounting to $11.2 million were payable on March 15, 2021 to shareholders of record as of the close of business on March 3, 2021. Such dividend amount included payments in respect of unallocated ESOP shares.