NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations – First Midwest Bancorp, Inc. (the "Company") is a bank holding company that was incorporated in Delaware in 1982 and began operations on March 31, 1983. The Company is headquartered in Chicago, Illinois with operations throughout metropolitan Chicago, southeast Wisconsin, northwest Indiana, central and western Illinois, and eastern Iowa. The Company operates three wholly-owned subsidiaries: First Midwest Bank (the "Bank"), Northern Oak Wealth Management, Inc. ("Northern Oak"), and Premier Asset Management LLC ("Premier"). The Bank conducts the majority of the Company's operations and Northern Oak and Premier are registered investment advisers providing advisory services to certain of the Company's wealth management clients.
The Company is engaged in commercial and consumer banking and offers a full range of commercial, treasury management, equipment leasing, consumer, wealth management, trust, and private banking products and services.
Basis of Presentation – The accounting and reporting policies of the Company and its subsidiaries conform to U.S. generally accepted accounting principles ("GAAP") and general practices within the banking industry. Certain reclassifications were made to prior year amounts to conform to the current year presentation.
Use of Estimates – The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Although these estimates and assumptions are based on the best available information, actual results could differ from those estimates.
Principles of Consolidation – The accompanying consolidated financial statements include the financial position and results of operations of the Company and its subsidiaries after elimination of all significant intercompany accounts and transactions. Assets held in a fiduciary or agency capacity are not assets of the Company or its subsidiaries and are not included in the consolidated financial statements.
Segment Disclosures – The Company has one reportable segment. The Company's chief operating decision maker evaluates the operations of the Company using consolidated information for purposes of allocating resources and assessing performance. Therefore, segment disclosures are not required.
The following is a summary of the Company's significant accounting policies.
Business Combinations – Business combinations are accounted for under the acquisition method of accounting. Assets acquired and liabilities assumed are recorded at their estimated fair values as of the date of acquisition, with any excess of the purchase price of the acquisition over the fair value of the identifiable net tangible and intangible assets acquired recorded as goodwill. Alternatively, a gain is recorded if the fair value of assets purchased exceeds the fair value of liabilities assumed and consideration paid. The results of operations of the acquired business are included in the Consolidated Statements of Income from the effective date of the acquisition.
Cash and Cash Equivalents – For purposes of the Consolidated Statements of Cash Flows, management defines cash and cash equivalents to include cash and due from banks, interest-bearing deposits in other banks, and other short-term investments, if any, such as federal funds sold and securities purchased under agreements to resell.
Securities – Securities are classified as held-to-maturity, equity, or available-for-sale at the time of purchase.
Securities Held-to-Maturity – Securities classified as held-to-maturity are securities for which management has the intent and ability to hold to maturity. These securities are stated at cost and adjusted for amortization of premiums and accretion of discounts over the estimated lives of the securities using the effective interest method. The Company maintains an allowance for securities held-to-maturity for the risk of loss inherent in these financial assets, which reflects the difference between the carrying value and the discounted expected future cash flows of these assets and is included in securities held-to-maturity, at amortized cost, net in the Consolidated Statements of Financial Condition.
Equity Securities – The Company's equity securities consist primarily of community development investments and certain diversified investment securities held in a grantor trust for participants in the Company's nonqualified deferred compensation plan that are invested in money market and mutual funds, and various preferred equity investments. These securities are carried at fair value with changes in fair value recognized in net income.
Securities Available-for-Sale – All other securities are classified as available-for-sale. Securities available-for-sale are carried at fair value with unrealized gains and losses, net of related deferred income taxes, recorded in stockholders' equity as a separate component of accumulated other comprehensive income (loss) ("AOCI").
The historical cost of debt securities is adjusted for amortization of premiums and accretion of discounts over the estimated life of the security using the effective interest method. Amortization of premiums and accretion of discounts are included in interest income.
Purchases and sales of securities are recognized on a trade date basis. Realized securities gains or losses are reported in net securities losses in the Consolidated Statements of Income. The cost of securities sold is based on the specific identification method. On a quarterly basis, the Company assesses securities with unrealized losses to determine whether impairment has occurred. In evaluating impairment, the Company considers many factors, including (i) the severity of the impairment, (ii) the financial condition and near-term prospects of the issuer, including external credit ratings and recent downgrades for debt securities, (iii) intent to hold the security until its value recovers, and (iv) the likelihood that the Company would be required to sell the security before a recovery in value, which may be at maturity. If there is an unrealized loss on a security that is deemed to be a credit-related impairment, it is recorded as an allowance through a charge to expense through noninterest expense, limited to the difference between amortized cost and fair value. If there is an unrealized loss that is not deemed to be a credit-related impairment, it is recorded through other comprehensive income (loss).
FHLB and FRB Stock – The Company, as a member of the FHLB and FRB, is required to maintain an investment in the capital stock of the FHLB and FRB. No ready market exists for these stocks, and they have no quoted market values. The stock is redeemable at par by the FHLB and FRB and is, therefore, carried at cost and periodically evaluated for impairment.
Loans – Loans held-for-investment are loans that the Company intends to hold until they are paid in full and are carried at the principal amount outstanding, including certain net deferred loan origination fees. Loan origination fees, commitment fees, and certain direct loan origination costs are deferred, and the net amount is amortized as a yield adjustment over the contractual life of the related loans or commitments and included in interest income. Fees related to letters of credit are amortized into fee income over the contractual life of the commitment. Other credit-related fees are recognized as fee income when earned. The Company's net investment in direct financing leases is included in loans and consists of future minimum lease payments and estimated residual values, net of unearned income. Interest income on loans is accrued based on principal amounts outstanding. Loans held-for-sale are carried at the lower of aggregate cost or fair value and included in other assets in the Consolidated Statements of Financial Condition.
Acquired Loans – Acquired loans consist of all loans that were acquired in business combinations and are included within loans held-for-investment. Acquired loans are separated into (i) non-purchased credit deteriorated ("non-PCD") loans and (ii) purchased credit deteriorated ("PCD") loans. Non-PCD loans include loans that did not have evidence of more-than-insignificant credit deterioration since origination at the acquisition date. PCD loans include loans that had evidence of more-than-insignificant credit deterioration since origination. Evidence of credit deterioration was evaluated using various indicators, such as past due and non-accrual status. Leases and revolving loans do not qualify to be accounted for as PCD loans and are accounted for as non-PCD loans.
The acquisition adjustment related to non-PCD loans is amortized into interest income over the contractual life of the related loans. If an acquired non-PCD loan is renewed subsequent to the acquisition date, any remaining acquisition adjustment is accreted into interest income and the loan is considered a new loan that is no longer classified as an acquired loan.
PCD loans are generally accounted for based on estimates of expected future cash flows. The Company uses a discounted cash flow analysis involving significant unobservable inputs and assumptions to measure the fair value of PCD loans. The significant assumptions utilized in the cash flow analysis include the probability of default ("PD"), loss given default ("LGD"), and discount rate. PCD loans are recorded at fair value, excluding credit-related adjustments, for which an allowance for loan losses is established at the acquisition date through purchase accounting adjustments. Expected future cash flows in excess of the fair value of loans at the purchase date ("accretable yield") are recorded as interest income over the life of the loans if the timing and amount of the expected future cash flows can be reasonably estimated. Subsequent to the acquisition date, the allowance for loan losses on PCD loans is estimated as are the allowances for all other loans in the portfolio.
90-Days Past Due Loans – The Company's accrual of interest on loans is generally discontinued at the time the loan is 90 days past due unless the credit is sufficiently collateralized and in the process of renewal or collection.
Non-accrual Loans – Generally, corporate loans are placed on non-accrual status (i) when either principal or interest payments become 90 days or more past due unless the credit is sufficiently collateralized and in the process of renewal or collection, or (ii) when an individual analysis of a borrower's creditworthiness warrants a downgrade to non-accrual regardless of past due status. When a loan is placed on non-accrual status, unpaid interest credited to income in the current year is reversed, and unpaid interest accrued in prior years is charged against the allowance for loan losses. After the loan is placed on non-accrual status, all debt service payments are applied to the principal on the loan. Future interest income may only be recorded on a cash basis after recovery of principal is reasonably assured. Non-accrual loans are returned to accrual status when the financial position of the borrower and other relevant factors indicate that the Company will collect all principal and interest.
Non-accrual loans with balances under a specified threshold are not individually evaluated for impairment. For all other non-accrual loans, impairment is measured by comparing the estimated value of the loan to the recorded book value. The value of collateral-dependent loans is based on the fair value of the underlying collateral, less costs to sell. The value of other loans is measured using the present value of expected future cash flows discounted at the loan's effective interest rate.
Commercial loans and loans secured by real estate are charged-off when deemed uncollectible. A loss is recorded if the net realizable value of the underlying collateral is less than the outstanding principal and interest. Consumer loans that are not secured by real estate are subject to mandatory charge-off at a specified delinquency date and are usually not classified as non-accrual prior to being charged-off. Closed-end consumer loans, which include installment, consumer secured, and single payment loans, are usually charged-off no later than the end of the month in which the loan becomes 120 days past due.
Troubled Debt Restructurings ("TDRs") – A restructuring is considered a TDR when (i) the borrower is experiencing financial difficulties, and (ii) the creditor grants a concession, such as forgiveness of principal, reduction of the interest rate, changes in payments, or extension of the maturity date. Loans are not classified as TDRs when the modification is short-term or results in an insignificant delay in payments. The Company's TDRs are determined on a case-by-case basis.
The Company does not accrue interest on a TDR unless it believes collection of all principal and interest under the modified terms is reasonably assured. For a TDR to begin accruing interest, the borrower must demonstrate some level of past performance and the future capacity to perform under the modified terms. Generally, six months of consecutive payment performance under the restructured terms is required before a TDR is returned to accrual status. However, the period could vary depending on the individual facts and circumstances of the loan. An evaluation of the borrower's current creditworthiness is used to assess the borrower's capacity to repay the loan under the modified terms. This evaluation includes an estimate of expected future cash flows, evidence of strong financial position, and estimates of the value of collateral, if applicable. For TDRs to be removed from TDR status in the calendar year after the restructuring, the loans must (i) have an interest rate and terms that reflect market conditions at the time of restructuring, and (ii) be in compliance with the modified terms. If the loan was restructured at below market rates and terms, it continues to be separately reported as a TDR until it is paid in full or charged-off.
Allowance for Credit Losses – The allowance for credit losses is comprised of the allowance for loan losses and the allowance for unfunded commitments and is maintained by management at a level believed adequate to absorb current expected credit losses in the existing loan portfolio. Determination of the allowance for credit losses is subjective since it requires significant estimates and management judgment, including the amounts and timing of expected future cash flows, actual loss experience, consideration of current national, regional, and local economic trends and conditions, reasonable and supportable forecasts about the future, changes in interest rates and property values, various internal and external qualitative factors, and other factors.
Loans deemed to be uncollectible are charged-off against the allowance for loan losses, while recoveries of amounts previously charged-off are credited to the allowance for loan losses. Adjustments to the allowance for loan losses are charged to expense through the provision for loan losses. The amount of provision depends on a number of factors, including net charge-off levels, loan growth, changes in the composition of the loan portfolio, and the Company's assessment of the allowance for loan losses based on the methodology discussed below.
Allowance for Loan Losses – The allowance for loan losses consists of (i) specific allowance for individual loans where the recorded investment exceeds the value, (ii) an allowance based on historical credit loss experience with consideration of reasonable and supportable forecasts of economic conditions for each loan category, and (iii) an allowance based on other internal and external qualitative factors.
The allowance for individual loans is based on a periodic analysis of non-accrual loans individually exceeding a specific dollar amount. If the estimated value of a non-accrual loan is less than its recorded book value, the Company either (i) provides an allowance in the amount of the excess of the book value over the estimated value of the related loan or, (ii) if the loss is confirmed, charges off the loss.
The allowance by loan category is based on a discounted cash flows analysis as future cash flows are discounted at an effective rate of return. In addition, estimates of losses on future cash flows are forecasted by applying probability of default and loss given default factors as well as prepayment and curtailment assumptions to cash flows that are adjusted to a present value. This discounted cash flow analysis is updated quarterly, primarily using actual loss experience adjusted for current reasonable and supportable forecasts of economic conditions over a one-year forecast period. After the one-year forecast period, a one-year reversion period adjusts loss experience to the historical average on a straight-line basis. These forecasts consider multiple scenarios of key assumptions including national unemployment rates, housing price indices, and gross domestic product.
This general allowance component is then adjusted based on management's consideration of many internal and external qualitative factors, including:
•Changes in the composition of the loan portfolio, trends in the volume of loans, and trends in delinquent and non-accrual loans that could indicate that historical trends do not reflect current conditions.
•Changes in credit policies and procedures, such as underwriting standards and collection, charge-off, and recovery practices.
•Changes in the experience, ability, and depth of credit management and other relevant staff.
•Changes in the quality of the Company's loan review system and Board of Directors oversight.
•The effect of any concentration of credit and changes in the level of concentrations, such as loan type or risk rating.
•Changes in the value of the underlying collateral for collateral-dependent loans.
•Changes in the national, regional, and local economy that affect the collectability of various segments of the portfolio.
•The effect of other external factors, such as competition and legal and regulatory requirements, on the Company's loan portfolio.
The allowance for loan losses also includes an allowance on acquired non-PCD and PCD loans. An allowance for loan losses is recorded on acquired PCD loans at the acquisition date through purchase accounting adjustments. Subsequent to the acquisition date, the allowance for loan losses on PCD loans is estimated as are the allowances for all other loans in the portfolio. No allowance for loan losses is recorded on acquired non-PCD loans at the acquisition date through purchase accounting. Instead, an allowance is established on acquired non-PCD loans at the acquisition date in-line with all other loans in the portfolio as if the loans were originated at the acquisition date. On a periodic basis, the adequacy of this allowance is determined using either a PD/LGD methodology or a specific review methodology.
Allowance for Unfunded Commitments – The Company also maintains an allowance for unfunded commitments, including letters of credit, for the risk of loss inherent in these arrangements. The allowance for unfunded commitments is estimated using the historical credit loss experience with consideration of reasonable and supportable forecasts of economic conditions for each loan category. The allowance for unfunded commitments is included in other liabilities in the Consolidated Statements of Financial Condition.
The establishment of the allowance for credit losses involves a high degree of judgment and estimation given the difficulty of assessing the factors impacting loan repayment and estimating the timing and amount of losses. While management utilizes its best judgment and information available, the adequacy of the allowance for credit losses depends on a variety of factors beyond the Company's control, including the performance of its loan portfolio, current national, regional, and local economic trends, reasonable and supportable forecasts about the future, changes in interest rates and property values, the amounts and timing of expected future cash flows on non-accrual loans, estimated losses on pools of homogenous loans, the interpretation of loan risk classifications by regulatory authorities, various internal and external qualitative factors, and other factors.
OREO – OREO consists of properties acquired through foreclosure in partial or total satisfaction of defaulted loans. At initial transfer into OREO, properties are recorded at fair value, less estimated selling costs. Subsequently, OREO is carried at the lower of the cost basis or fair value, less estimated selling costs. OREO write-downs occurring at the transfer date are charged against the allowance for loan losses, establishing a new cost basis. Subsequent to the initial transfer, the carrying values of OREO may be adjusted through a valuation allowance to reflect reductions in value resulting from new appraisals, new list prices, changes in market conditions, or changes in disposition strategies. Increases in value can be recognized through a reduction in the valuation allowance, but may not exceed the established cost basis. These valuation adjustments, along with expenses related to maintenance of the properties, are included in net OREO expense in the Consolidated Statements of Income.
Depreciable Assets – Premises, furniture, and equipment are stated at cost, less accumulated depreciation. Depreciation expense is determined by the straight-line method over the estimated useful lives of the assets. Useful lives range from 3 to 10 years for furniture and equipment and 25 to 40 years for premises. Leasehold improvements are amortized over the shorter of the life of the asset or the lease term. Gains on dispositions are included in other noninterest income and losses on dispositions are included in other noninterest expense in the Consolidated Statements of Income. Maintenance and repairs are charged to operating expenses as incurred, while improvements that extend the useful life of assets are capitalized and depreciated over the estimated remaining life. Certain assets, such as buildings and land, that the Company intends to sell and meet held-for-sale criteria are transferred into the held-for-sale category at the lower of their fair value, as determined by a current appraisal, or their recorded investment.
Long-lived depreciable assets are evaluated periodically for impairment when events or changes in circumstances indicate the carrying amount may not be recoverable. Impairment exists when the undiscounted expected future cash flows of a long-lived asset are less than its carrying value. In that event, the Company recognizes a loss for the difference between the carrying amount and the estimated fair value of the asset based on a quoted market price, if applicable, or a discounted cash flow analysis. Impairment losses are recorded in other noninterest expense in the Consolidated Statements of Income.
Lease Obligations – The Company leases certain premises under non-cancelable operating leases in the normal course of business operations. These lease obligations result in the recognition of right-of-use assets and associated lease liabilities. The
amount of right-of-use assets and associated lease liabilities recorded is based on the present value of future minimum lease payments. Right-of-use assets are amortized on a straight-line basis over the estimated useful lives of the related premises, and interest associated with the net present value of future minimum lease payments is included in net occupancy and equipment expense in the consolidated financial statements.
BOLI – BOLI represents life insurance policies on the lives of certain Company directors and officers for which the Company is the sole owner and beneficiary. These policies are recorded as an asset in the Consolidated Statements of Financial Condition at their cash surrender value ("CSV") or the current amount that could be realized if settled. The change in CSV and insurance proceeds received are included as a component of noninterest income in the Consolidated Statements of Income.
Goodwill and Other Intangible Assets – Goodwill represents the excess of the purchase price of the acquisition over the fair value of the net tangible and intangible assets acquired using the acquisition method of accounting. Goodwill is not amortized. Instead, impairment testing is conducted annually as of October 1 or more often if events or circumstances between annual tests indicate that there may be impairment.
Impairment testing is performed using either a qualitative or quantitative approach at the reporting unit level. All of the Company's goodwill is allocated to First Midwest Bancorp, Inc., which is the Company's only applicable reporting unit for purposes of testing goodwill for impairment. Impairment testing performed using a qualitative approach assesses recent events and circumstances to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount. Qualitative factors include, but are not limited to, macroeconomic conditions, industry- and market- specific conditions and trends, the Company's financial performance, market capitalization, stock price, and Company-specific events relevant to the assessment. If the assessment of qualitative factors indicates that it is not more-likely-than-not that an impairment exists, no further testing is performed; otherwise, the Company would proceed with a quantitative goodwill impairment test. In the quantitative goodwill impairment test, the Company compares its estimate of the fair value of the reporting unit, which is based on a discounted cash flow analysis, with its carrying amount, including goodwill. If the fair value of the reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired. If the reporting unit's carrying amount exceeds its fair value, the Company would record an impairment charge based on that difference.
Other intangible assets represent purchased 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. Identified intangible assets that have a finite useful life are amortized over that life in a manner that reflects the estimated decline in the economic value of the identified intangible asset. All of the Company's other intangible assets have finite lives and are amortized over varying periods not exceeding 10 years. Intangible assets are reviewed for impairment annually or more frequently when events or circumstances indicate that its carrying amount may not be recoverable.
Wealth Management – Assets held in a fiduciary or agency capacity for customers are not included in the consolidated financial statements as they are not assets of the Company or its subsidiaries. Fee income is recognized on an accrual basis and is included as a component of noninterest income in the Consolidated Statements of Income.
Derivative Financial Instruments – To provide derivative products to customers and in the ordinary course of business, the Company enters into derivative transactions as part of its overall interest rate risk management strategy to minimize significant unplanned fluctuations in earnings and expected future cash flows caused by interest rate volatility. All derivative instruments are recorded at fair value as either other assets or other liabilities in the Consolidated Statements of Financial Condition. Subsequent changes in a derivative's fair value are recognized in earnings unless specific hedge accounting criteria are met.
On the date the Company enters into a derivative contract, the derivative is designated as a fair value hedge, a cash flow hedge, or a non-hedge derivative instrument. Fair value hedges are designed to mitigate exposure to changes in the fair value of an asset or liability attributable to a particular risk, such as interest rate risk. Cash flow hedges are designed to mitigate exposure to variability in expected future cash flows to be received or paid related to an asset, liability, or other type of forecasted transaction. The Company formally documents all relationships between hedging instruments and hedged items, including its risk management objective and strategy at inception.
At the hedge's inception, a formal assessment is performed to determine the effectiveness of the derivative in offsetting changes in the fair values or expected future cash flows of the hedged items in the current period and prospectively. If a derivative instrument designated as a hedge is terminated or ceases to be highly effective, hedge accounting is discontinued prospectively, and the gain or loss is amortized into earnings. For fair value hedges, the gain or loss is amortized over the remaining life of the hedged asset or liability. For cash flow hedges, the gain or loss is amortized over the same period that the forecasted hedged transactions impact earnings. If the hedged item is disposed of, any fair value adjustments are included in the gain or loss from the disposition of the hedged item. If the forecasted transaction is no longer probable, the gain or loss is included in earnings immediately.
For fair value hedges, changes in the fair value of the derivative instruments, as well as changes in the fair value of the hedged item, are recognized in earnings in the same income statement line item as the earnings effect of the hedged item. For cash flow hedges, the effective portion of the change in fair value of the derivative instrument is reported as a component of AOCI and is reclassified to earnings when the hedged transaction is reflected in earnings.
Comprehensive Income – Comprehensive income is the total of reported net income and other comprehensive (loss) income that includes all other revenues, expenses, gains, and losses that are not reported in net income under GAAP. The Company includes the following items, net of tax, in other comprehensive (loss) income in the Consolidated Statements of Comprehensive Income: (i) changes in unrealized gains or losses on securities available-for-sale, (ii) changes in the fair value of derivatives designated as cash flow hedges, and (iii) changes in unrecognized net pension costs related to the Company's pension plan.
Treasury Stock – Treasury stock acquired is recorded at cost and is carried as a reduction of stockholders' equity in the Consolidated Statements of Financial Condition. Treasury stock issued is valued based on the "last in, first out" inventory method. The difference between the consideration received on issuance and the carrying value is charged or credited to additional paid-in capital.
Share-Based Compensation – The Company recognizes share-based compensation expense based on the estimated fair value of the award at the grant or modification date over the period during which an employee is required to provide service in exchange for such award. Share-based compensation expense is included in salaries and wages in the Consolidated Statements of Income.
Income Taxes – The Company files U.S. federal income tax returns and state income tax returns in various states. The provision for income taxes is based on income in the consolidated financial statements, rather than amounts reported on the Company's income tax return.
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using the enacted tax rates that are expected to apply to taxable income in years in which those temporary differences are expected to be recovered or settled. A valuation allowance is established for any deferred tax asset for which recovery or settlement is not more-likely-than-not. The effect of a change in tax rates on deferred tax assets and liabilities is recognized as income or expense in the period that includes the enactment date.
Earnings per Common Share – EPS is computed using the two-class method. Basic EPS is computed by dividing net income applicable to common shares by the weighted-average number of common shares outstanding during the applicable period, excluding outstanding participating securities. Participating securities include non-vested restricted stock awards and restricted stock units, which contain nonforfeitable rights to dividends or dividend equivalents. Diluted earnings per common share is computed using the weighted-average number of shares determined for the basic earnings per common share computation, plus the dilutive effect of stock compensation using the treasury stock method.
2. RECENT ACCOUNTING PRONOUNCEMENTS
Adopted Accounting Pronouncements
Changes to the Disclosure Requirements for Defined Benefit Plans: In August of 2018, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") 2018-14 that makes minor changes and clarifications to the disclosure requirements for entities that sponsor defined benefit plans. This guidance is effective for annual and interim periods beginning after December 15, 2020. The adoption of this guidance on January 1, 2021 did not materially impact the Company's financial condition, results of operations, or liquidity.
Income Taxes: In December of 2019, the FASB issued ASU 2019-12 that removes certain exceptions to the general principles of accounting for income taxes. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The adoption of this guidance on January 1, 2021 did not materially impact the Company's financial condition, results of operations, or liquidity.
Accounting Pronouncements Pending Adoption
Reference Rate Reform: In March of 2020, the FASB issued ASU 2020-04 and in January of 2021, the FASB issued 2021-01, both of which provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued by reference rate reform, if certain criteria are met. This guidance is effective upon issuance as of March 12, 2020 and generally can be applied through December 31, 2022. Management continues to monitor efforts and evaluate the impact of reference rate reform, including this guidance and determining its impact on the Company's financial condition, results of operations, and liquidity.
3. ACQUISITIONS
Pending Merger
On June 1, 2021, the Company and Old National Bancorp ("Old National"), the holding company for Old National Bank, jointly announced that they entered into a definitive merger agreement to combine in an all-stock merger of equals transaction to create a premier Midwestern bank with approximately $45 billion of combined assets. On February 15, 2022, the Company merged into Old National, with Old National as the surviving entity. For additional discussion and disclosure related to the merger of equals transaction, see note 25, "Subsequent Events."
Completed Acquisitions
Park Bank
On March 9, 2020, the Company completed its acquisition of Bankmanagers Corp. ("Bankmanagers"), the holding company for Park Bank, based in Milwaukee, Wisconsin. At closing, the Company acquired $1.2 billion of assets, $1.0 billion of deposits, and $687.9 million of loans, net of fair value adjustments. Under the terms of the merger agreement, on March 9, 2020, each outstanding share of Bankmanagers common stock was exchanged for 29.9675 shares of Company common stock, plus $623.02 of cash (of which $346.00 per share was paid by Bankmanagers to its shareholders by a special cash dividend immediately prior to closing). This resulted in merger consideration of $174.4 million, which consisted of 4.9 million shares of Company common stock and $102.5 million of cash. Goodwill of $59.6 million associated with the acquisition was recorded by the Company. All Park Bank operating systems were converted to the Company's operating platform during the second quarter of 2020.
During the first quarter of 2021, the Company finalized the fair value adjustments associated with the Bankmanagers transaction, which required measurement period adjustments to goodwill. These adjustments were recognized in the current period in accordance with accounting guidance applicable to business combinations.
The following table presents the assets acquired and liabilities assumed, net of the fair value adjustments, in the Park Bank transaction as of the acquisition date. The assets acquired and liabilities assumed, both intangible and tangible, were recorded at their estimated fair values as of the acquisition date and have been accounted for under the acquisition method of accounting.
Acquisition Activity
(Dollar amounts in thousands, except share and per share data) | | | | | | | | |
| | Park Bank |
| | March 9, 2020 |
| Assets | | |
| Cash and due from banks and interest-bearing deposits in other banks | | $ | 244,781 | |
| | |
| Securities available-for-sale | | 136,856 | |
| Securities held-to-maturity | | 300 | |
| | |
| Loans | | 687,923 | |
| OREO | | 2,276 | |
| | |
| Goodwill | | 59,649 | |
| Other intangible assets | | 3,068 | |
| Premises, furniture, and equipment | | 2,550 | |
| Accrued interest receivable and other assets | | 13,502 | |
| Total assets | | $ | 1,150,905 | |
| Liabilities | | |
| Noninterest-bearing deposits | | $ | 356,050 | |
| Interest-bearing deposits | | 594,026 | |
| Total deposits | | 950,076 | |
| Borrowed funds | | 11,532 | |
| | |
| | |
| Accrued interest payable and other liabilities | | 14,915 | |
| Total liabilities | | 976,523 | |
| Consideration Paid | | |
| Common stock (2020 - 4,930,231, shares issued at $14.58 per share) | | 71,883 | |
| Cash paid | | 102,499 | |
| Total consideration paid | | 174,382 | |
| | $ | 1,150,905 | |
Expenses related to the acquisition and integration of completed and pending transactions totaled $14.9 million, $13.5 million and $21.9 million during the years ended December 31, 2021, 2020 and 2019, respectively, and are reported as a separate component within noninterest expense in the Consolidated Statements of Income.
4. SECURITIES
A summary of the Company's securities portfolio by category and maturity is presented in the following tables.
Securities Portfolio
(Dollar amounts in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | As of December 31, |
| | | 2021 | | 2020 |
| | | Amortized
Cost | | Gross Unrealized | | Fair
Value | | Amortized
Cost | | Gross Unrealized | | Fair
Value |
| | | Gains | | Losses | | Gains | | Losses | |
| Securities Available-for-Sale | | | | | | | | | | | | | | |
| U.S. treasury securities | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 12,001 | | | $ | 50 | | | $ | — | | | $ | 12,051 | |
| U.S. agency securities | | 669,014 | | | 777 | | | (21,424) | | | 648,367 | | | 654,321 | | | 3,129 | | | (4,976) | | | 652,474 | |
Collateralized mortgage
obligations ("CMOs") | | 1,264,491 | | | 7,406 | | | (27,187) | | | 1,244,710 | | | 1,415,312 | | | 27,529 | | | (4,323) | | | 1,438,518 | |
Other mortgage-backed
securities ("MBSs") | | 864,738 | | | 4,959 | | | (11,428) | | | 858,269 | | | 566,830 | | | 14,650 | | | (640) | | | 580,840 | |
| Municipal securities | | 218,304 | | | 8,565 | | | (474) | | | 226,395 | | | 224,446 | | | 11,573 | | | (4) | | | 236,015 | |
| | | | | | | | | | | | | | | | |
| Corporate debt securities | | 163,324 | | | 6,179 | | | (24) | | | 169,479 | | | 170,570 | | | 6,210 | | | (270) | | | 176,510 | |
| | | | | | | | | | | | | | | | |
Total securities
available-for-sale | | $ | 3,179,871 | | | $ | 27,886 | | | $ | (60,537) | | | $ | 3,147,220 | | | $ | 3,043,480 | | | $ | 63,141 | | | $ | (10,213) | | | $ | 3,096,408 | |
| Securities Held-to-Maturity | | | | | | | | | | | | | | |
| Municipal securities | | $ | 8,875 | | | $ | — | | | $ | (421) | | | $ | 8,454 | | | $ | 12,291 | | | $ | — | | | $ | (385) | | | $ | 11,906 | |
Allowance for securities
held-to-maturity | | (220) | | | | | | | (220) | | | (220) | | | | | | | (220) | |
Total for securities held-
to-maturity, net | | $ | 8,655 | | | $ | — | | | $ | (421) | | | $ | 8,234 | | | $ | 12,071 | | | $ | — | | | $ | (385) | | | $ | 11,686 | |
| Equity Securities | | | | | | | | $ | 118,857 | | | | | | | | | $ | 76,404 | |
| | | | | | | | | | | | | | | | |
Accrued interest receivable on the securities portfolio totaled $10.9 million and $11.9 million as of December 31, 2021 and December 31, 2020, respectively, and is included in accrued interest receivable and other assets in the Consolidated Statements of Financial Condition.
Accounting guidance requires that the credit portion of a decline in fair value be recognized as an allowance for credit losses, established as a charge to expense through income. If a decline in fair value below carrying value is not attributable to credit deterioration and the Company does not intend to sell the security or believe it would not be more likely than not required to sell the security prior to recovery, the Company records the non-credit related portion of the decline in fair value in other comprehensive income (loss). In determining whether a decline in fair value of a security is credit related, the Company considers adverse conditions specific to the security, deterioration in economic conditions or market environment that may affect the value of the securities and related collateral, if any, events of default, changes to the credit rating of the security by a rating agency, and guarantees applicable to the security, among other factors.
Remaining Contractual Maturity of Securities
(Dollar amounts in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | As of December 31, 2021 |
| | | Available-for-Sale | | Held-to-Maturity |
| | | Amortized Cost | | Fair Value | | Amortized Cost | | Fair Value |
| One year or less | | $ | 95,623 | | | $ | 95,040 | | | $ | 565 | | | $ | 538 | |
| After one year to five years | | 153,519 | | | 152,584 | | | 3,694 | | | 3,514 | |
| After five years to ten years | | 801,500 | | | 796,617 | | | 1,930 | | | 1,836 | |
| After ten years | | — | | | — | | | 2,466 | | | 2,346 | |
| Securities that do not have a single contractual maturity date | | 2,129,229 | | | 2,102,979 | | | — | | | — | |
| Total | | $ | 3,179,871 | | | $ | 3,147,220 | | | $ | 8,655 | | | $ | 8,234 | |
The carrying value of securities available-for-sale that were pledged to secure deposits or for other purposes as permitted or required by law totaled $1.7 billion for December 31, 2021 and $1.6 billion for December 31, 2020. No securities held-to-maturity were pledged as of December 31, 2021 or 2020.
Excluding securities issued or backed by the U.S. government and its agencies and U.S. government-sponsored enterprises, there were no investments in securities from one issuer that exceeded 10% of total stockholders' equity as of December 31, 2021 or 2020.
There were realized net gains of $13.3 million on securities available-for-sale for the year ended December 31, 2020, on sales of $268.5 million of securities. There were no net securities gains (losses) recognized during the years ended December 31, 2021 and 2019.
The following table presents the aggregate amount of unrealized losses and the aggregate related fair values of securities with unrealized losses as of December 31, 2021 and 2020.
Securities in an Unrealized Loss Position
(Dollar amounts in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Less Than 12 Months | | 12 Months or Longer | | Total |
| | | Number of Securities | | Fair Value | | Unrealized Losses | | Fair Value | | Unrealized Losses | | Fair Value | | Unrealized Losses |
| As of December 31, 2021 | | | | | | | | | | | | | | |
| Securities Available-for-Sale | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| U.S. agency securities | | 82 | | | $ | 330,897 | | | $ | 8,572 | | | $ | 251,702 | | | $ | 12,852 | | | $ | 582,599 | | | $ | 21,424 | |
| CMOs | | 204 | | | 608,258 | | | 12,902 | | | 256,894 | | | 14,285 | | | 865,152 | | | 27,187 | |
| MBSs | | 134 | | | 608,902 | | | 10,049 | | | 42,283 | | | 1,379 | | | 651,185 | | | 11,428 | |
| Municipal securities | | 20 | | | 18,331 | | | 427 | | | 967 | | | 47 | | | 19,298 | | | 474 | |
| | | | | | | | | | | | | | |
| Corporate debt securities | | 1 | | | — | | | — | | | 3,210 | | | 24 | | | 3,210 | | | 24 | |
| | | | | | | | | | | | | | |
| Total | | 441 | | | $ | 1,566,388 | | | $ | 31,950 | | | $ | 555,056 | | | $ | 28,587 | | | $ | 2,121,444 | | | $ | 60,537 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| As of December 31, 2020 | | | | | | | | | | | | | | |
| Securities Available-for-Sale | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| U.S. agency securities | | 48 | | | $ | 253,841 | | | $ | 4,764 | | | $ | 14,932 | | | $ | 212 | | | $ | 268,773 | | | $ | 4,976 | |
| CMOs | | 104 | | | 349,853 | | | 3,205 | | | 86,618 | | | 1,118 | | | 436,471 | | | 4,323 | |
| MBSs | | 19 | | | 69,838 | | | 550 | | | 12,307 | | | 90 | | | 82,145 | | | 640 | |
| Municipal securities | | 4 | | | 1,012 | | | 4 | | | — | | | — | | | 1,012 | | | 4 | |
| | | | | | | | | | | | | | |
| Corporate debt securities | | 3 | | | 8,100 | | | 105 | | | 9,513 | | | 165 | | | 17,613 | | | 270 | |
| Total | | 178 | | | $ | 682,644 | | | $ | 8,628 | | | $ | 123,370 | | | $ | 1,585 | | | $ | 806,014 | | | $ | 10,213 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Substantially all of the Company's CMOs and other MBSs are either backed by U.S. government-owned agencies or issued by U.S. government-sponsored enterprises. Municipal securities are issued by municipal authorities, and the majority are supported by third-party insurance or some other form of credit enhancement. Management does not believe any of these securities with unrealized losses as of December 31, 2021 represent impairment related to credit deterioration. These unrealized losses are attributed to changes in interest rates and temporary market movements. The Company does not intend to sell these securities and it is not more likely than not that the Company will be required to sell them before recovery of their amortized cost basis, which may be at maturity.
5. LOANS
Loans Held-for-Investment
The following table presents the Company's loans held-for-investment by class.
Loan Portfolio
(Dollar amounts in thousands) | | | | | | | | | | | | | | |
| | | As of December 31, |
| | | 2021 | | 2020 |
| Commercial and industrial | | $ | 4,834,332 | | | $ | 4,578,254 | |
| Agricultural | | 327,873 | | | 364,038 | |
| Commercial real estate: | | | | |
| Office, retail, and industrial | | 1,746,944 | | | 1,861,768 | |
| Multi-family | | 1,120,748 | | | 872,813 | |
| Construction | | 588,247 | | | 612,611 | |
| Other commercial real estate | | 1,275,906 | | | 1,481,976 | |
| Total commercial real estate | | 4,731,845 | | | 4,829,168 | |
| Total corporate loans, excluding Paycheck Protection Program ("PPP") loans | | 9,894,050 | | | 9,771,460 | |
| PPP loans | | 230,687 | | | 785,563 | |
| Total corporate loans | | 10,124,737 | | | 10,557,023 | |
| Home equity | | 565,443 | | | 761,725 | |
| 1-4 family mortgages | | 3,418,059 | | | 3,022,413 | |
| Installment | | 557,252 | | | 410,071 | |
| Total consumer loans | | 4,540,754 | | | 4,194,209 | |
| Total loans | | $ | 14,665,491 | | | $ | 14,751,232 | |
| Deferred loan fees included in total loans | | $ | 8,584 | | | $ | 9,696 | |
| Overdrawn demand deposits included in total loans | | 9,294 | | | 8,444 | |
Accrued interest receivable on the loan portfolio totaled $46.7 million and $56.7 million as of December 31, 2021 and December 31, 2020, respectively and is included in accrued interest receivable and other assets in the Consolidated Statements of Financial Condition.
The Company primarily lends to community-based and mid-sized businesses, commercial real estate customers, and consumers in its markets. Within these areas, the Company diversifies its loan portfolio by loan type, industry, and borrower.
Commercial and industrial loans are underwritten after evaluating and understanding the borrower's ability to operate its business. As part of the underwriting process, the Company examines current and expected future cash flows to determine the ability of the borrower to repay its obligation. Commercial and industrial loans are primarily made based on the identified cash flows of the borrower and secondarily on the underlying collateral provided by the borrower and may incorporate a personal guarantee. The cash flows of the borrower may not be as expected, and the collateral securing these loans may fluctuate in value due to the success of the business or economic conditions. Most commercial and industrial loans are secured by the assets being financed or other business assets, such as accounts receivable or inventory. For loans secured by accounts receivable, the availability of funds for repayment substantially depends on the ability of the borrower to collect amounts due from its customers. Some short-term loans may be made on an unsecured basis.
Agricultural loans are generally provided to meet seasonal production, equipment, and farm real estate borrowing needs of individual and corporate crop and livestock producers. Seasonal crop production loans are repaid by the liquidation of the financed crop that is typically covered by crop insurance. Equipment and real estate term loans are repaid through cash flows of the farming operation. As part of the underwriting process, the Company examines projected future cash flows, financial statement stability, and the value of the underlying collateral.
Commercial real estate loans are subject to underwriting standards and processes similar to commercial and industrial loans. The repayment of commercial real estate loans depends on the successful operation of the property securing the loan or the business conducted on the property securing the loan. This category of loans may be more adversely affected by conditions in real estate markets. Management monitors and evaluates commercial real estate loans based on cash flow, collateral, geography, and risk rating criteria. The mix of properties securing the loans in our commercial real estate portfolio is balanced between
owner-occupied and investor categories and is diverse in terms of type and geographic location, generally within the Company's markets.
Construction loans are generally made based on estimates of costs and values associated with the completed projects and are underwritten utilizing feasibility studies, independent appraisal reviews, sensitivity analyses of absorption and lease rates, and financial analyses of the developers and property owners. Sources of repayment may be permanent long-term financing, sales of developed property, or an interim loan commitment until permanent financing is obtained. Generally, construction loans have a higher risk profile than other real estate loans since repayment is impacted by real estate values, interest rate changes, governmental regulation of real property, demand and supply of alternative real estate, the availability of long-term financing, and changes in general economic conditions.
The Company began originating PPP loans during the second quarter of 2020 as a part of the U.S. Small Business Administration's ("SBA") program established by the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"). These loans are fully guaranteed by the SBA and are expected to be forgiven by the SBA if the applicable criteria are met.
Consumer loans are centrally underwritten using a credit scoring model developed by the Fair Isaac Corporation ("FICO"), which employs a risk-based system to determine the probability that a borrower may default. Underwriting standards for home equity loans are heavily influenced by statutory requirements, which include loan-to-value and affordability ratios, risk-based pricing strategies, and documentation requirements. The home equity category consists mainly of revolving lines of credit secured by junior liens on owner-occupied real estate. Loan-to-value ratios on home equity loans and 1-4 family mortgages are based on the current appraised value of the collateral. Repayment for these loans is dependent on the borrower's continued financial stability, and is more likely to be impacted by adverse personal circumstances.
The Bank is a member of the FHLB and FRB and has access to financing secured by designated assets that may include qualifying commercial real estate, residential and multi-family mortgages, home equity loans, and certain municipal and mortgage-backed securities. The carrying values of loans that were pledged to secure liabilities as of December 31, 2021 and 2020 are presented below.
Carrying Value of Loans Pledged
(Dollar amounts in thousands) | | | | | | | | | | | | | | |
| | | As of December 31 |
| | | 2021 | | 2020 |
| Loans pledged to secure: | | | | |
| FHLB advances (blanket pledge) | | $ | 4,947,435 | | | $ | 5,909,052 | |
| FRB's Discount Window Primary Credit Program | | 1,177,857 | | | 1,207,676 | |
| Total | | $ | 6,125,292 | | | $ | 7,116,728 | |
As of December 31, 2021 and 2020, based on loans pledged under a blanket pledge agreement noted in the table above, the Bank was eligible to borrow up to $3.1 billion and $3.6 billion, respectively, in FHLB advances. As of December 31, 2021 and 2020, the Bank was eligible to borrow up to $854.2 million and $864.9 million, respectively, through the FRB's Discount Window Primary Credit Program based on assets pledged. For additional disclosure related to the Company's outstanding balance of borrowings, see Note 12, "Borrowed Funds."
Loan Sales
The following table presents loan sales and purchases for the years ended December 31, 2021, 2020, and 2019.
Loan Sales and Purchases
(Dollar amounts in thousands) | | | | | | | | | | | | | | | | | | | | |
| | As of December 31, |
| | 2021 | | 2020 | | 2019 |
| Corporate loan sales | | | | | | |
| Proceeds from sales | | $ | 32,693 | | | $ | 4,990 | | | $ | 14,650 | |
| Less book value of loans sold | | 31,989 | | | 4,876 | | | 14,149 | |
Net gains on corporate sales(1) | | 704 | | | 114 | | | 501 | |
| 1-4 family mortgage loan sales | | | | | | |
| Proceeds from sales | | 897,729 | | | 835,688 | | | 474,384 | |
| Less book value of loans sold | | 870,755 | | | 812,696 | | | 464,893 | |
Net gains on 1-4 family mortgage sales(2) | | 26,974 | | | 22,992 | | | 9,491 | |
| Total net gains on loan sales | | $ | 27,678 | | | $ | 23,106 | | | $ | 9,992 | |
Corporate loan purchases(3) | | | | | | |
| Commercial and industrial | | $ | 462,478 | | | $ | 273,245 | | | $ | 368,533 | |
| Office, retail, and industrial | | 11,350 | | | 17,128 | | | 4,787 | |
| Multi-family | | 26,136 | | | — | | | — | |
| Construction | | 1,041 | | | 10,694 | | | 17,372 | |
| Other commercial real estate | | 50,000 | | | 15,000 | | | 24,559 | |
| Total corporate loan purchases | | $ | 551,005 | | | $ | 316,067 | | | $ | 415,251 | |
| Consumer loan purchases | | | | | | |
| Home equity | | $ | — | | | $ | 144,967 | | | $ | 149,379 | |
| 1-4 family mortgages | | 995,854 | | | 1,150,414 | | | 834,473 | |
| Installment | | 253,376 | | | — | | | — | |
| Total consumer loan purchases | | $ | 1,249,230 | | | $ | 1,295,381 | | | $ | 983,852 | |
(1)Net gains on corporate loan sales are included in other service charges, commissions, and fees in the Consolidated Statements of Income.
(2)Net gains on 1-4 family mortgage loan sales are included in mortgage banking income in the Consolidated Statements of Income.
(3)Consists of the Company's portion of loan participations purchased.
The Company retained servicing responsibilities for a portion of the 1-4 family mortgage loans sold and collects servicing fees equal to a percentage of the outstanding principal balance. For additional disclosure related to the Company's obligations resulting from the sale of certain 1-4 family mortgage loans, see Note 21, "Commitments, Guarantees, and Contingent Liabilities."
6. ACQUIRED LOANS
The following table presents the carrying amount of acquired loans as of December 31, 2021 and 2020.
Acquired Loans(1)
(Dollar amounts in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | As of December 31, |
| | | 2021 | | 2020 |
| | | PCD | | Non-PCD | | Total | | PCD | | Non-PCD | | Total |
| Acquired loans | | $ | 153,167 | | | $ | 711,543 | | | $ | 864,710 | | | $ | 212,021 | | | $ | 1,198,818 | | | $ | 1,410,839 | |
(1) Included in loans in the Consolidated Statements of Financial Condition.
The outstanding balance of PCD loans was $195.3 million and $247.3 million as of December 31, 2021 and 2020, respectively.
Total accretion on acquired loans for December 31, 2021, 2020, and 2019 was $25.1 million, $29.5 million, and $35.6 million, respectively.
7. PAST DUE LOANS, ALLOWANCE FOR CREDIT LOSSES, IMPAIRED LOANS, AND TDRS
Past Due and Non-accrual Loans
The following table presents an aging analysis of the Company's past due loans as of December 31, 2021 and 2020. The aging is determined without regard to accrual status. The table also presents non-performing loans, consisting of non-accrual loans (the majority of which are past due) and loans 90 days or more past due and still accruing interest, as of each balance sheet date.
Aging Analysis of Past Due Loans and Non-Performing Loans by Class
(Dollar amounts in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Aging Analysis (Accruing and Non-accrual) | | | Non-performing Loans |
| | | Current | | 30-89 Days Past Due | | 90 Days or More Past Due | | Total Past Due | | Total Loans | | | Non-accrual | | 90 Days or More Past Due, Still Accruing Interest |
| As of December 31, 2021 | | | | | | | | | | | | | | | |
| Commercial and industrial | | $ | 4,812,127 | | | $ | 10,473 | | | $ | 11,732 | | | $ | 22,205 | | | $ | 4,834,332 | | | | $ | 15,987 | | | $ | 340 | |
| Agricultural | | 323,689 | | | 1,388 | | | 2,796 | | | 4,184 | | | 327,873 | | | | 6,410 | | | — | |
| Commercial real estate: | | | | | | | | | | | | | | | |
| Office, retail, and industrial | | 1,716,665 | | | 8,599 | | | 21,680 | | | 30,279 | | | 1,746,944 | | | | 30,882 | | | — | |
| Multi-family | | 1,106,711 | | | 1,714 | | | 12,323 | | | 14,037 | | | 1,120,748 | | | | 13,515 | | | — | |
| Construction | | 587,878 | | | — | | | 369 | | | 369 | | | 588,247 | | | | 1,473 | | | — | |
| Other commercial real estate | | 1,258,600 | | | 5,327 | | | 11,979 | | | 17,306 | | | 1,275,906 | | | | 14,795 | | | 28 | |
| Total commercial real estate | | 4,669,854 | | | 15,640 | | | 46,351 | | | 61,991 | | | 4,731,845 | | | | 60,665 | | | 28 | |
Total corporate loans,
excluding PPP loans | | 9,805,670 | | | 27,501 | | | 60,879 | | | 88,380 | | | 9,894,050 | | | | 83,062 | | | 368 | |
| PPP loans | | 230,687 | | | — | | | — | | | — | | | 230,687 | | | | — | | | — | |
| Total corporate loans | | 10,036,357 | | | 27,501 | | | 60,879 | | | 88,380 | | | 10,124,737 | | | | 83,062 | | | 368 | |
| Home equity | | 552,439 | | | 8,988 | | | 4,016 | | | 13,004 | | | 565,443 | | | | 8,385 | | | — | |
| 1-4 family mortgages | | 3,406,240 | | | 4,503 | | | 7,316 | | | 11,819 | | | 3,418,059 | | | | 10,532 | | | — | |
| Installment | | 552,438 | | | 4,255 | | | 559 | | | 4,814 | | | 557,252 | | | | — | | | 559 | |
| Total consumer loans | | 4,511,117 | | | 17,746 | | | 11,891 | | | 29,637 | | | 4,540,754 | | | | 18,917 | | | 559 | |
| Total loans | | $ | 14,547,474 | | | $ | 45,247 | | | $ | 72,770 | | | $ | 118,017 | | | $ | 14,665,491 | | | | $ | 101,979 | | | $ | 927 | |
| As of December 31, 2020 | | | | | | | | | | | | | | | |
| Commercial and industrial | | $ | 4,530,546 | | | $ | 9,254 | | | $ | 38,454 | | | $ | 47,708 | | | $ | 4,578,254 | | | | $ | 42,965 | | | $ | 591 | |
| Agricultural | | 359,373 | | | 705 | | | 3,960 | | | 4,665 | | | 364,038 | | | | 10,719 | | | — | |
| Commercial real estate: | | | | | | | | | | | | | | | |
| Office, retail, and industrial | | 1,827,891 | | | 3,961 | | | 29,916 | | | 33,877 | | | 1,861,768 | | | | 34,224 | | | 257 | |
| Multi-family | | 867,815 | | | 2,510 | | | 2,488 | | | 4,998 | | | 872,813 | | | | 2,488 | | | — | |
| Construction | | 606,934 | | | 1,154 | | | 4,523 | | | 5,677 | | | 612,611 | | | | 4,980 | | | 1,065 | |
| Other commercial real estate | | 1,448,258 | | | 15,015 | | | 18,703 | | | 33,718 | | | 1,481,976 | | | | 25,824 | | | 434 | |
| Total commercial real estate | | 4,750,898 | | | 22,640 | | | 55,630 | | | 78,270 | | | 4,829,168 | | | | 67,516 | | | 1,756 | |
Total corporate loans,
excluding PPP loans | | 9,640,817 | | | 32,599 | | | 98,044 | | | 130,643 | | | 9,771,460 | | | | 121,200 | | | 2,347 | |
| PPP loans | | 785,563 | | | — | | | — | | | — | | | 785,563 | | | | — | | | — | |
| Total corporate loans | | 10,426,380 | | | 32,599 | | | 98,044 | | | 130,643 | | | 10,557,023 | | | | 121,200 | | | 2,347 | |
| Home equity | | 750,263 | | | 5,563 | | | 5,899 | | | 11,462 | | | 761,725 | | | | 10,795 | | | 956 | |
| 1-4 family mortgages | | 3,009,564 | | | 5,296 | | | 7,553 | | | 12,849 | | | 3,022,413 | | | | 10,530 | | | 115 | |
| Installment | | 404,831 | | | 4,263 | | | 977 | | | 5,240 | | | 410,071 | | | | — | | | 977 | |
| Total consumer loans | | 4,164,658 | | | 15,122 | | | 14,429 | | | 29,551 | | | 4,194,209 | | | | 21,325 | | | 2,048 | |
| Total loans | | $ | 14,591,038 | | | $ | 47,721 | | | $ | 112,473 | | | $ | 160,194 | | | $ | 14,751,232 | | | | $ | 142,525 | | | $ | 4,395 | |
Allowance for Credit Losses
The Company maintains an allowance for credit losses at a level deemed adequate by management to absorb estimated losses inherent in the existing loan portfolio. See Note 1, "Summary of Significant Accounting Policies," for the accounting policy for the allowance for credit losses. A rollforward of the allowance for credit losses by portfolio segment for the years ended December 31, 2021, 2020, and 2019 is presented in the table below. PPP loans are excluded from this table as there is no allowance for credit losses associated with these loans because they are fully guaranteed by the SBA.
Allowance for Credit Losses by Portfolio Segment
(Dollar amounts in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Commercial, Industrial, and Agricultural | | Office, Retail, and Industrial | | Multi-family | | Construction | | Other Commercial Real Estate | | Consumer | | Allowance for Unfunded Commitments | | Total Allowance for Credit Losses |
| Year Ended December 31, 2021 | | | | | | | | | | | | | | |
| Beginning balance | | $ | 119,954 | | | $ | 24,078 | | | $ | 5,709 | | | $ | 6,674 | | | $ | 24,309 | | | $ | 58,293 | | | $ | 8,025 | | | $ | 247,042 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| Charge-offs | | (28,318) | | | (9,048) | | | (90) | | | (1,560) | | | (2,220) | | | (9,799) | | | — | | | (51,035) | |
| Recoveries | | 6,434 | | | 244 | | | 7 | | | 177 | | | 300 | | | 2,919 | | | — | | | 10,081 | |
| Net charge-offs | | (21,884) | | | (8,804) | | | (83) | | | (1,383) | | | (1,920) | | | (6,880) | | | — | | | (40,954) | |
Provision for loan
losses and other | | 5,426 | | | 5,513 | | | 83 | | | (2,412) | | | (2,270) | | | (3,166) | | | 600 | | | 3,774 | |
| Ending Balance | | $ | 103,496 | | | $ | 20,787 | | | $ | 5,709 | | | $ | 2,879 | | | $ | 20,119 | | | $ | 48,247 | | | $ | 8,625 | | | $ | 209,862 | |
| Year Ended December 31, 2020 | | | | | | | | | | | | | | |
| Beginning balance | | $ | 62,830 | | | $ | 7,580 | | | $ | 2,950 | | | $ | 1,697 | | | $ | 6,408 | | | $ | 26,557 | | | $ | 1,200 | | | $ | 109,222 | |
Adjustments to apply recent accounting pronouncements(1) | | 20,159 | | | 11,686 | | | 397 | | | 10,300 | | | 11,427 | | | 16,235 | | | 5,553 | | | 75,757 | |
Allowance established
for acquired PCD
loans | | 11,453 | | | 2,003 | | | — | | | — | | | — | | | 39 | | | 872 | | | 14,367 | |
| Charge-offs | | (26,871) | | | (6,480) | | | (38) | | | (7,635) | | | (3,168) | | | (14,637) | | | — | | | (58,829) | |
| Recoveries | | 5,061 | | | 25 | | | 5 | | | — | | | 316 | | | 2,103 | | | — | | | 7,510 | |
| Net charge-offs | | (21,810) | | | (6,455) | | | (33) | | | (7,635) | | | (2,852) | | | (12,534) | | | — | | | (51,319) | |
Provision for loan losses and other | | 47,322 | | | 9,264 | | | 2,395 | | | 2,312 | | | 9,326 | | | 27,996 | | | 400 | | | 99,015 | |
| Ending balance | | $ | 119,954 | | | $ | 24,078 | | | $ | 5,709 | | | $ | 6,674 | | | $ | 24,309 | | | $ | 58,293 | | | $ | 8,025 | | | $ | 247,042 | |
| Year Ended December 31, 2019 | | | | | | | | | | | | | | |
| Beginning balance | | $ | 63,276 | | | $ | 7,900 | | | $ | 2,464 | | | $ | 2,173 | | | $ | 4,934 | | | $ | 21,472 | | | $ | 1,200 | | | $ | 103,419 | |
| Charge-offs | | (28,008) | | | (2,800) | | | (340) | | | (10) | | | (800) | | | (14,250) | | | — | | | (46,208) | |
| Recoveries | | 4,815 | | | 253 | | | 478 | | | 19 | | | 357 | | | 2,062 | | | — | | | 7,984 | |
| Net charge-offs | | (23,193) | | | (2,547) | | | 138 | | | 9 | | | (443) | | | (12,188) | | | — | | | (38,224) | |
Provision for loan
losses and other | | 22,747 | | | 2,227 | | | 348 | | | (485) | | | 1,917 | | | 17,273 | | | — | | | 44,027 | |
| Ending balance | | $ | 62,830 | | | $ | 7,580 | | | $ | 2,950 | | | $ | 1,697 | | | $ | 6,408 | | | $ | 26,557 | | | $ | 1,200 | | | $ | 109,222 | |
(1) As a result of accounting guidance adopted in 2020, the increase in allowance for credit losses, net of tax, was recognized as a cumulative-effect adjustment to retained earnings as of January 1, 2020.
Determination of the allowance for credit losses considers multiple macroeconomic scenarios of stressed GDP, unemployment, and housing price index, detailed portfolio reviews of elevated risk sectors, and the effects of governmental responses to the pandemic. The allowance for credit losses decreased from December 31, 2020, reflecting an improving credit environment as well as net charge-offs on PCD loans that previously had an allowance for credit losses established upon acquisition. The allowance for credit losses increased from December 31, 2019 primarily due to the adoption of current expected credit losses ("CECL") and the estimated impact of the pandemic on the allowance for credit losses.
The table below provides a breakdown of loans and the related allowance for credit losses by portfolio segment as of December 31, 2021 and 2020.
Loans and Related Allowance for Credit Losses by Portfolio Segment
(Dollar amounts in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Loans | | Allowance for Credit Losses |
| | | Individually
Evaluated | | Collectively
Evaluated | | PCD | | Total | | Individually
Evaluated | | Collectively
Evaluated | | PCD | | Total |
| As of December 31, 2021 | | | | | | | | | | | | | | | | |
Commercial, industrial, and
agricultural | | $ | 16,293 | | | $ | 5,096,194 | | | $ | 49,718 | | | $ | 5,162,205 | | | $ | 3,167 | | | $ | 94,793 | | | $ | 5,536 | | | $ | 103,496 | |
| Commercial real estate: | | | | | | | | | | | | | | | | |
| Office, retail, and industrial | | 22,695 | | | 1,692,101 | | | 32,148 | | | 1,746,944 | | | 2,950 | | | 14,191 | | | 3,646 | | | 20,787 | |
| Multi-family | | 12,275 | | | 1,102,072 | | | 6,401 | | | 1,120,748 | | | 2,740 | | | 2,894 | | | 75 | | | 5,709 | |
| Construction | | 1,104 | | | 576,718 | | | 10,425 | | | 588,247 | | | — | | | 2,622 | | | 257 | | | 2,879 | |
| Other commercial real estate | | 10,569 | | | 1,228,556 | | | 36,781 | | | 1,275,906 | | | — | | | 10,739 | | | 9,380 | | | 20,119 | |
| Total commercial real estate | | 46,643 | | | 4,599,447 | | | 85,755 | | | 4,731,845 | | | 5,690 | | | 30,446 | | | 13,358 | | | 49,494 | |
Total corporate loans,
excluding PPP loans | | 62,936 | | | 9,695,641 | | | 135,473 | | | 9,894,050 | | | 8,857 | | | 125,239 | | | 18,894 | | | 152,990 | |
| PPP loans | | — | | | 230,687 | | | — | | | 230,687 | | | — | | | — | | | — | | | — | |
| Total corporate loans | | 62,936 | | | 9,926,328 | | | 135,473 | | | 10,124,737 | | | 8,857 | | | 125,239 | | | 18,894 | | | 152,990 | |
| Consumer | | — | | | 4,523,060 | | | 17,694 | | | 4,540,754 | | | — | | | 47,789 | | | 458 | | | 48,247 | |
Allowance for unfunded
commitments | | — | | | — | | | — | | | — | | | — | | | 8,625 | | | — | | | 8,625 | |
| Total loans | | $ | 62,936 | | | $ | 14,449,388 | | | $ | 153,167 | | | $ | 14,665,491 | | | $ | 8,857 | | | $ | 181,653 | | | $ | 19,352 | | | $ | 209,862 | |
| As of December 31, 2020 | | | | | | | | | | | | | | | | |
Commercial, industrial, and
agricultural | | $ | 45,650 | | | $ | 4,826,017 | | | $ | 70,625 | | | $ | 4,942,292 | | | $ | 3,536 | | | $ | 107,763 | | | $ | 8,655 | | | $ | 119,954 | |
| Commercial real estate: | | | | | | | | | | | | | | | | |
| Office, retail, and industrial | | 26,384 | | | 1,792,618 | | | 42,766 | | | 1,861,768 | | | 1,123 | | | 15,106 | | | 7,849 | | | 24,078 | |
| Multi-family | | 1,279 | | | 864,677 | | | 6,857 | | | 872,813 | | | — | | | 5,438 | | | 271 | | | 5,709 | |
| Construction | | 1,154 | | | 595,550 | | | 15,907 | | | 612,611 | | | — | | | 4,535 | | | 2,139 | | | 6,674 | |
| Other commercial real estate | | 13,736 | | | 1,414,541 | | | 53,699 | | | 1,481,976 | | | 171 | | | 12,651 | | | 11,487 | | | 24,309 | |
| Total commercial real estate | | 42,553 | | | 4,667,386 | | | 119,229 | | | 4,829,168 | | | 1,294 | | | 37,730 | | | 21,746 | | | 60,770 | |
Total corporate loans,
excluding PPP loans | | 88,203 | | | 9,493,403 | | | 189,854 | | | 9,771,460 | | | 4,830 | | | 145,493 | | | 30,401 | | | 180,724 | |
| PPP loans | | — | | | 785,563 | | | — | | | 785,563 | | | — | | | — | | | — | | | — | |
| Total corporate loans | | 88,203 | | | 10,278,966 | | | 189,854 | | | 10,557,023 | | | 4,830 | | | 145,493 | | | 30,401 | | | 180,724 | |
| Consumer | | — | | | 4,172,042 | | | 22,167 | | | 4,194,209 | | | — | | | 57,567 | | | 726 | | | 58,293 | |
Allowance for unfunded
commitments | | — | | | — | | | — | | | — | | | — | | | 8,025 | | | — | | | 8,025 | |
| Total loans | | $ | 88,203 | | | $ | 14,451,008 | | | $ | 212,021 | | | $ | 14,751,232 | | | $ | 4,830 | | | $ | 211,085 | | | $ | 31,127 | | | $ | 247,042 | |
The following table presents collateral-dependent loans, including PCD loans, without regard to accrual status by primary collateral type and non-accrual loans with no related allowance as of December 31, 2021 and 2020. PPP loans are excluded from this table as there is no allowance for credit losses associated with these loans because they are fully guaranteed by the SBA.
Collateral-dependent Loans and Non-accrual Loans With No Related Allowance by Class
(Dollar amounts in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Type of Collateral | | | Non-accrual Loans
With No Related
Allowance |
| | Real
Estate | | Blanket
Lien | | Equipment | | |
| | | | | |
| As of December 31, 2021 | | | | | | | | | |
| Commercial and industrial | | $ | 6,026 | | | $ | 14,131 | | | $ | 834 | | | | $ | 8,467 | |
| Agricultural | | 6,347 | | | — | | | — | | | | 2,698 | |
| Commercial real estate: | | | | | | | | | |
| Office, retail, and industrial | | 30,739 | | | — | | | — | | | | 11,401 | |
| Multi-family | | 13,039 | | | — | | | — | | | | 2,013 | |
| Construction | | 1,837 | | | — | | | — | | | | 1,473 | |
| Other commercial real estate | | 27,557 | | | — | | | — | | | | 12,673 | |
| Total commercial real estate | | 73,172 | | | — | | | — | | | | 27,560 | |
| | | | | | | | | |
| | | | | | | | | |
| Total corporate loans | | 85,545 | | | 14,131 | | | 834 | | | | 38,725 | |
| Home equity | | 89 | | | — | | | — | | | | 89 | |
| 1-4 family mortgages | | 1,160 | | | — | | | — | | | | — | |
| Installment | | — | | | — | | | — | | | | — | |
| Total consumer loans | | 1,249 | | | — | | | — | | | | 89 | |
| Total loans | | $ | 86,794 | | | $ | 14,131 | | | $ | 834 | | | | $ | 38,814 | |
| As of December 31, 2020 | | | | | | | | | |
| Commercial and industrial | | $ | 27,007 | | | $ | 35,632 | | | $ | 2,555 | | | | $ | 36,686 | |
| Agricultural | | 8,583 | | | 1,737 | | | — | | | | 5,213 | |
| Commercial real estate: | | | | | | | | | |
| Office, retail, and industrial | | 42,790 | | | — | | | — | | | | 23,508 | |
| Multi-family | | 2,097 | | | — | | | — | | | | 1,279 | |
| Construction | | 5,370 | | | — | | | — | | | | 1,831 | |
| Other commercial real estate | | 40,430 | | | — | | | — | | | | 20,158 | |
| Total commercial real estate | | 90,687 | | | — | | | — | | | | 46,776 | |
| | | | | | | | | |
| | | | | | | | | |
| Total corporate loans | | 126,277 | | | 37,369 | | | 2,555 | | | | 88,675 | |
| Home equity | | 211 | | | — | | | — | | | | 99 | |
| 1-4 family mortgages | | 2,807 | | | — | | | — | | | | 578 | |
| Installment | | — | | | — | | | — | | | | — | |
| Total consumer loans | | 3,018 | | | — | | | — | | | | 677 | |
| Total loans | | $ | 129,295 | | | $ | 37,369 | | | $ | 2,555 | | | | $ | 89,352 | |
Loans Individually Evaluated
The following table presents loans individually evaluated by class of loan as of December 31, 2021 and 2020. PCD loans are excluded from this disclosure.
Loans Individually Evaluated by Class
(Dollar amounts in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | As of December 31, |
| | | 2021 | | | 2020 |
| | | Recorded Investment In | | | | | | | Recorded Investment In | | | | |
| | | Loans with No Specific Reserve | | Loans with a Specific Reserve | | Unpaid Principal Balance | | Specific Reserve | | | Loans with No Specific Reserve | | Loans with a Specific Reserve | | Unpaid Principal Balance | | Specific Reserve |
| Commercial and industrial | | $ | 7,196 | | | $ | 2,750 | | | $ | 14,720 | | | $ | 1,966 | | | | $ | 33,643 | | | $ | 1,687 | | | $ | 40,055 | | | $ | 398 | |
| Agricultural | | 2,698 | | | 3,649 | | | 7,564 | | | 1,201 | | | | 5,213 | | | 5,107 | | | 14,972 | | | 3,138 | |
| Commercial real estate: | | | | | | | | | | | | | | | | | |
| Office, retail, and industrial | | 10,202 | | | 12,493 | | | 24,524 | | | 2,950 | | | | 21,537 | | | 4,847 | | | 30,474 | | | 1,123 | |
| Multi-family | | 1,249 | | | 11,026 | | | 12,361 | | | 2,740 | | | | 1,279 | | | — | | | 1,279 | | | — | |
| Construction | | 1,104 | | | — | | | 1,154 | | | — | | | | 1,154 | | | — | | | 1,507 | | | — | |
| Other commercial real estate | | 10,569 | | | — | | | 11,315 | | | — | | | | 12,822 | | | 914 | | | 14,240 | | | 171 | |
| Total commercial real estate | | 23,124 | | | 23,519 | | | 49,354 | | | 5,690 | | | | 36,792 | | | 5,761 | | | 47,500 | | | 1,294 | |
| Total corporate | | 33,018 | | | 29,918 | | | 71,638 | | | 8,857 | | | | 75,648 | | | 12,555 | | | 102,527 | | | 4,830 | |
| Consumer | | — | | | — | | | — | | | — | | | | — | | | — | | | — | | | — | |
Total non-accrual loans
individually evaluated | | $ | 33,018 | | | $ | 29,918 | | | $ | 71,638 | | | $ | 8,857 | | | | $ | 75,648 | | | $ | 12,555 | | | $ | 102,527 | | | $ | 4,830 | |
Interest income recognized on non-accrual loans using the cash basis of accounting for the year ended December 31, 2021 and 2020 was $1.0 million and $1.5 million, respectively.
Credit Quality Indicators
Corporate loans and commitments are assessed for credit risk and assigned ratings based on various characteristics, such as the borrower's cash flow, leverage, and collateral. Ratings for commercial credits are reviewed at least annually or more often if events or circumstances arise that could impact the rating. The following tables present credit quality indicators for corporate and consumer loans on an amortized cost basis as of December 31, 2021 and 2020 and net loan charge-offs for the year ended December 31, 2021 and 2020. PPP loans are excluded from this table as there is no allowance for credit losses associated with these loans because they are fully guaranteed by the SBA.
Corporate Loan Portfolio by Origination Year
(Dollar amounts in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | | Prior | | Revolving Loans | | Total |
| As of December 31, 2021 | | | | | | | | | | | | | | |
| Commercial, industrial, agricultural: | | | | | | | | | | | | |
| Pass | | $ | 1,091,110 | | | $ | 581,728 | | | $ | 692,776 | | | $ | 525,802 | | | $ | 251,597 | | | $ | 379,371 | | | $ | 1,334,875 | | | $ | 4,857,259 | |
Special Mention(1) | | 5,946 | | | 2,356 | | | 33,992 | | | 26,827 | | | 24,091 | | | 34,608 | | | 22,212 | | | 150,032 | |
Substandard(2) | | 103 | | | 1,591 | | | 13,551 | | | 52,216 | | | 21,625 | | | 18,866 | | | 24,565 | | | 132,517 | |
Non-accrual(3) | | — | | | 835 | | | 1,450 | | | 2,433 | | | 1,601 | | | 13,120 | | | 2,958 | | | 22,397 | |
Total commercial,
industrial,
agricultural | | $ | 1,097,159 | | | $ | 586,510 | | | $ | 741,769 | | | $ | 607,278 | | | $ | 298,914 | | | $ | 445,965 | | | $ | 1,384,610 | | | $ | 5,162,205 | |
Commercial, industrial,
agricultural, net loan
charge-offs | | $ | — | | | $ | 1,128 | | | $ | 4,442 | | | $ | 4,736 | | | $ | 9,598 | | | $ | (863) | | | $ | 2,843 | | | $ | 21,884 | |
| Office, retail, and industrial: | | | | | | | | | | | | | | |
| Pass | | $ | 224,911 | | | $ | 133,013 | | | $ | 200,945 | | | $ | 122,831 | | | $ | 229,893 | | | $ | 660,010 | | | $ | 17,878 | | | $ | 1,589,481 | |
Special Mention(1) | | 1,701 | | | — | | | 4,519 | | | 16,184 | | | 13,383 | | | 49,481 | | | — | | | 85,268 | |
Substandard(2) | | — | | | — | | | — | | | 15,997 | | | 6,715 | | | 18,601 | | | — | | | 41,313 | |
Non-accrual(3) | | — | | | — | | | — | | | 508 | | | 2,624 | | | 27,750 | | | — | | | 30,882 | |
Total office, retail,
and industrial | | $ | 226,612 | | | $ | 133,013 | | | $ | 205,464 | | | $ | 155,520 | | | $ | 252,615 | | | $ | 755,842 | | | $ | 17,878 | | | $ | 1,746,944 | |
Office, retail, and
industrial net loan
charge-offs | | $ | — | | | $ | — | | | $ | 246 | | | $ | 3,899 | | | $ | 1,023 | | | $ | 3,636 | | | $ | — | | | $ | 8,804 | |
| Multi-family: | | | | | | | | | | | | | | | | |
| Pass | | $ | 250,371 | | | $ | 153,568 | | | $ | 146,602 | | | $ | 76,604 | | | $ | 112,293 | | | $ | 278,402 | | | $ | 18,327 | | | $ | 1,036,167 | |
Special Mention(1) | | — | | | — | | | 5,792 | | | 4,360 | | | — | | | 30,439 | | | — | | | 40,591 | |
Substandard(2) | | — | | | — | | | 24,283 | | | 376 | | | 67 | | | 5,749 | | | — | | | 30,475 | |
Non-accrual(3) | | — | | | — | | | — | | | — | | | 935 | | | 12,580 | | | — | | | 13,515 | |
| Total multi-family | | $ | 250,371 | | | $ | 153,568 | | | $ | 176,677 | | | $ | 81,340 | | | $ | 113,295 | | | $ | 327,170 | | | $ | 18,327 | | | $ | 1,120,748 | |
Multi-family net loan
charge-offs | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 5 | | | $ | 78 | | | $ | — | | | $ | 83 | |
| Construction: | | | | | | | | | | | | | | | | |
| Pass | | $ | 98,063 | | | $ | 149,580 | | | $ | 94,574 | | | $ | 115,789 | | | $ | 37,956 | | | $ | 55,488 | | | $ | 25,596 | | | $ | 577,046 | |
Special Mention(1) | | — | | | — | | | — | | | 36 | | | — | | | 71 | | | — | | | 107 | |
Substandard(2) | | — | | | — | | | — | | | — | | | 1,390 | | | 8,231 | | | — | | | 9,621 | |
Non-accrual(3) | | — | | | — | | | — | | | — | | | 1,104 | | | 369 | | | — | | | 1,473 | |
| Total construction | | $ | 98,063 | | | $ | 149,580 | | | $ | 94,574 | | | $ | 115,825 | | | $ | 40,450 | | | $ | 64,159 | | | $ | 25,596 | | | $ | 588,247 | |
Construction net loan
charge-offs | | $ | — | | | $ | — | | | $ | — | | | $ | 188 | | | $ | 1,105 | | | $ | 49 | | | $ | 41 | | | $ | 1,383 | |
| Other commercial real estate: | | | | | | | | | | | | | | |
| Pass | | $ | 209,228 | | | $ | 163,174 | | | $ | 136,843 | | | $ | 192,401 | | | $ | 104,173 | | | $ | 283,175 | | | $ | 21,749 | | | $ | 1,110,743 | |
Special Mention(1) | | — | | | — | | | — | | | 12,360 | | | 4,564 | | | 21,850 | | | — | | | 38,774 | |
Substandard(2) | | — | | | — | | | 1,631 | | | 26,921 | | | 25,587 | | | 57,215 | | | 240 | | | 111,594 | |
Non-accrual(3) | | — | | | — | | | 276 | | | 103 | | | — | | | 14,327 | | | 89 | | | 14,795 | |
Total other
commercial real
estate | | $ | 209,228 | | | $ | 163,174 | | | $ | 138,750 | | | $ | 231,785 | | | $ | 134,324 | | | $ | 376,567 | | | $ | 22,078 | | | $ | 1,275,906 | |
Other commercial real
estate net loan charge-
offs | | $ | — | | | $ | — | | | $ | — | | | $ | 303 | | | $ | 45 | | | $ | 1,572 | | | $ | — | | | $ | 1,920 | |
| | | | | | | | | | | | | | | | |
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Corporate Loan Portfolio by Origination Year
(Dollar amounts in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2020 | | 2019 | | 2018 | | 2017 | | 2016 | | Prior | | Revolving Loans | | Total |
| As of December 31, 2020 | | | | | | | | | | | | | | |
| Commercial, industrial, agricultural: | | | | | | | | | | | | |
| Pass | | $ | 727,669 | | | $ | 842,650 | | | $ | 713,406 | | | $ | 460,835 | | | $ | 170,816 | | | $ | 391,963 | | | $ | 1,169,458 | | | $ | 4,476,797 | |
Special Mention(1) | | 3,960 | | | 19,043 | | | 77,999 | | | 5,753 | | | 13,371 | | | 16,433 | | | 110,418 | | | 246,977 | |
Substandard(2) | | 4,200 | | | 12,594 | | | 69,537 | | | 18,245 | | | 15,442 | | | 23,217 | | | 21,599 | | | 164,834 | |
Non-accrual(3) | | 906 | | | 3,306 | | | 24,032 | | | 5,251 | | | 8,416 | | | 6,145 | | | 5,628 | | | 53,684 | |
Total commercial,
industrial,
agricultural | | $ | 736,735 | | | $ | 877,593 | | | $ | 884,974 | | | $ | 490,084 | | | $ | 208,045 | | | $ | 437,758 | | | $ | 1,307,103 | | | $ | 4,942,292 | |
Commercial, industrial,
agricultural, net loan
charge-offs | | $ | 44 | | | $ | 1,566 | | | $ | 1,402 | | | $ | 6,066 | | | $ | 2,029 | | | $ | 1,908 | | | $ | 8,795 | | | $ | 21,810 | |
| Office, retail, and industrial: | | | | | | | | | | | | | | |
| Pass | | $ | 165,299 | | | $ | 236,837 | | | $ | 196,857 | | | $ | 270,279 | | | $ | 267,328 | | | $ | 594,868 | | | $ | 4,762 | | | $ | 1,736,230 | |
Special Mention(1) | | 640 | | | 2,775 | | | 5,621 | | | 9,914 | | | 7,818 | | | 19,056 | | | 200 | | | 46,024 | |
Substandard(2) | | — | | | — | | | 7,973 | | | 3,359 | | | 17,288 | | | 16,670 | | | — | | | 45,290 | |
Non-accrual(3) | | — | | | — | | | 132 | | | 178 | | | 11,478 | | | 22,436 | | | — | | | 34,224 | |
Total office, retail,
and industrial | | $ | 165,939 | | | $ | 239,612 | | | $ | 210,583 | | | $ | 283,730 | | | $ | 303,912 | | | $ | 653,030 | | | $ | 4,962 | | | $ | 1,861,768 | |
Office, retail, and
industrial net loan
charge-offs | | $ | — | | | $ | 333 | | | $ | 155 | | | $ | 4 | | | $ | 1,769 | | | $ | 2,633 | | | $ | 1,561 | | | $ | 6,455 | |
| Multi-family: | | | | | | | | | | | | | | | | |
| Pass | | $ | 151,861 | | | $ | 164,199 | | | $ | 87,472 | | | $ | 117,506 | | | $ | 81,722 | | | $ | 228,617 | | | $ | 24,069 | | | $ | 855,446 | |
Special Mention(1) | | — | | | — | | | 725 | | | — | | | 5,515 | | | 1,858 | | | — | | | 8,098 | |
Substandard(2) | | — | | | — | | | 383 | | | 75 | | | — | | | 6,323 | | | — | | | 6,781 | |
Non-accrual(3) | | — | | | — | | | — | | | 1,279 | | | — | | | 1,209 | | | — | | | 2,488 | |
| Total multi-family | | $ | 151,861 | | | $ | 164,199 | | | $ | 88,580 | | | $ | 118,860 | | | $ | 87,237 | | | $ | 238,007 | | | $ | 24,069 | | | $ | 872,813 | |
Multi-family net loan
charge-offs | | $ | — | | | $ | 3 | | | $ | — | | | $ | 1 | | | $ | — | | | $ | 10 | | | $ | 19 | | | $ | 33 | |
| Construction: | | | | | | | | | | | | | | | | |
| Pass | | $ | 84,060 | | | $ | 106,936 | | | $ | 183,111 | | | $ | 83,017 | | | $ | 59,752 | | | $ | 60,698 | | | $ | 21,161 | | | $ | 598,735 | |
Special Mention(1) | | — | | | — | | | 43 | | | 881 | | | — | | | 1,361 | | | — | | | 2,285 | |
Substandard(2) | | — | | | — | | | — | | | 2,105 | | | 752 | | | 3,754 | | | — | | | 6,611 | |
Non-accrual(3) | | — | | | — | | | — | | | 1,154 | | | — | | | 2,181 | | | 1,645 | | | 4,980 | |
| Total construction | | $ | 84,060 | | | $ | 106,936 | | | $ | 183,154 | | | $ | 87,157 | | | $ | 60,504 | | | $ | 67,994 | | | $ | 22,806 | | | $ | 612,611 | |
Construction net loan
charge-offs | | $ | — | | | $ | (12) | | | $ | 85 | | | $ | 5,490 | | | $ | — | | | $ | 1,887 | | | $ | 185 | | | $ | 7,635 | |
| Other commercial real estate: | | | | | | | | | | | | | | |
| Pass | | $ | 194,860 | | | $ | 180,909 | | | $ | 207,813 | | | $ | 168,270 | | | $ | 104,820 | | | $ | 332,088 | | | $ | 27,990 | | | $ | 1,216,750 | |
Special Mention(1) | | — | | | 865 | | | 18,209 | | | 28,633 | | | 14,252 | | | 43,740 | | | — | | | 105,699 | |
Substandard(2) | | — | | | 4,285 | | | 30,537 | | | 18,285 | | | 12,140 | | | 68,214 | | | 242 | | | 133,703 | |
Non-accrual(3) | | — | | | — | | | 768 | | | 1,620 | | | 11,192 | | | 12,137 | | | 107 | | | 25,824 | |
Total other
commercial real
estate | | $ | 194,860 | | | $ | 186,059 | | | $ | 257,327 | | | $ | 216,808 | | | $ | 142,404 | | | $ | 456,179 | | | $ | 28,339 | | | $ | 1,481,976 | |
Other commercial real
estate net loan charge-
offs | | $ | — | | | $ | 555 | | | $ | 179 | | | $ | 1,171 | | | $ | 182 | | | $ | 778 | | | $ | (13) | | | $ | 2,852 | |
| | | | | | | | | | | | | | | | |
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| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
(1)Loans categorized as special mention exhibit potential weaknesses that require the close attention of management since these potential weaknesses may result in the deterioration of repayment prospects in the future.
(2)Loans categorized as substandard exhibit well-defined weaknesses that may jeopardize the liquidation of the debt. These loans continue to accrue interest because they are well-secured, and collection of principal and interest is expected within a reasonable time.
(3)Loans categorized as non-accrual exhibit well-defined weaknesses that may jeopardize the liquidation of the debt or result in a loss if the deficiencies are not corrected.
Consumer Loan Portfolio by Origination Year
(Dollar amounts in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | | Prior | | Revolving Loans | | Total |
| As of December 31, 2021 | | | | | | | | | | | | | | |
| Home equity: | | | | | | | | | | | | | | | | |
| Performing | | $ | 11,274 | | | $ | 10,283 | | | $ | 7,540 | | | $ | 9,479 | | | $ | 7,996 | | | $ | 44,362 | | | $ | 466,124 | | | $ | 557,058 | |
| Non-accrual | | — | | | — | | | — | | | 489 | | | 227 | | | 7,144 | | | 525 | | | 8,385 | |
| Total home equity | | $ | 11,274 | | | $ | 10,283 | | | $ | 7,540 | | | $ | 9,968 | | | $ | 8,223 | | | $ | 51,506 | | | $ | 466,649 | | | $ | 565,443 | |
Home equity net
loan charge-offs | | $ | — | | | $ | — | | | $ | — | | | $ | 19 | | | $ | (42) | | | $ | (337) | | | $ | (7) | | | $ | (367) | |
| 1-4 family mortgages: | | | | | | | | | | | | | | | | |
| Performing | | $ | 1,025,920 | | | $ | 1,406,857 | | | $ | 562,076 | | | $ | 104,899 | | | $ | 66,701 | | | $ | 239,934 | | | $ | 1,140 | | | $ | 3,407,527 | |
| Non-accrual | | — | | | 764 | | | 518 | | | 630 | | | 645 | | | 7,975 | | | — | | | 10,532 | |
Total 1-4 family
mortgages | | $ | 1,025,920 | | | $ | 1,407,621 | | | $ | 562,594 | | | $ | 105,529 | | | $ | 67,346 | | | $ | 247,909 | | | $ | 1,140 | | | $ | 3,418,059 | |
1-4 family mortgages
net loan charge-offs | | $ | — | | | $ | — | | | $ | — | | | $ | 2 | | | $ | 11 | | | $ | 281 | | | $ | — | | | $ | 294 | |
| Installment: | | | | | | | | | | | | | | | | |
| Performing | | $ | 195,854 | | | $ | 118,935 | | | $ | 89,990 | | | $ | 63,370 | | | $ | 25,222 | | | $ | 15,285 | | | $ | 48,596 | | | $ | 557,252 | |
| Non-accrual | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Total installment | | $ | 195,854 | | | $ | 118,935 | | | $ | 89,990 | | | $ | 63,370 | | | $ | 25,222 | | | $ | 15,285 | | | $ | 48,596 | | | $ | 557,252 | |
Installment net loan
charge-offs | | $ | 638 | | | $ | 1,747 | | | $ | 3,166 | | | $ | 1,495 | | | $ | 97 | | | $ | (231) | | | $ | 41 | | | $ | 6,953 | |
Consumer Loan Portfolio by Origination Year
(Dollar amounts in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2020 | | 2019 | | 2018 | | 2017 | | 2016 | | Prior | | Revolving Loans | | Total |
| As of December 31, 2020 | | | | | | | | | | | | | | |
| Home equity: | | | | | | | | | | | | | | | | |
| Performing | | $ | 12,640 | | | $ | 10,892 | | | $ | 13,115 | | | $ | 11,411 | | | $ | 8,947 | | | $ | 53,262 | | | $ | 640,663 | | | $ | 750,930 | |
| Non-accrual | | — | | | 126 | | | 509 | | | 254 | | | 776 | | | 7,139 | | | 1,991 | | | 10,795 | |
| Total home equity | | $ | 12,640 | | | $ | 11,018 | | | $ | 13,624 | | | $ | 11,665 | | | $ | 9,723 | | | $ | 60,401 | | | $ | 642,654 | | | $ | 761,725 | |
Home equity net
loan charge-offs | | $ | — | | | $ | — | | | $ | 33 | | | $ | (1) | | | $ | 1 | | | $ | (66) | | | $ | (133) | | | $ | (166) | |
| 1-4 family mortgages: | | | | | | | | | | | | | | | | |
| Performing | | $ | 942,371 | | | $ | 1,350,724 | | | $ | 221,608 | | | $ | 125,210 | | | $ | 158,117 | | | $ | 213,853 | | | $ | — | | | $ | 3,011,883 | |
| Non-accrual | | — | | | — | | | 439 | | | 478 | | | 1,206 | | | 8,407 | | | — | | | 10,530 | |
Total 1-4 family
mortgages | | $ | 942,371 | | | $ | 1,350,724 | | | $ | 222,047 | | | $ | 125,688 | | | $ | 159,323 | | | $ | 222,260 | | | $ | — | | | $ | 3,022,413 | |
1-4 family mortgages
net loan charge-offs | | $ | — | | | $ | — | | | $ | 72 | | | $ | — | | | $ | — | | | $ | 729 | | | $ | (4) | | | $ | 797 | |
| Installment: | | | | | | | | | | | | | | | | |
| Performing | | $ | 95,941 | | | $ | 152,750 | | | $ | 81,720 | | | $ | 32,141 | | | $ | 11,856 | | | $ | 11,211 | | | $ | 24,452 | | | $ | 410,071 | |
| Non-accrual | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Total installment | | $ | 95,941 | | | $ | 152,750 | | | $ | 81,720 | | | $ | 32,141 | | | $ | 11,856 | | | $ | 11,211 | | | $ | 24,452 | | | $ | 410,071 | |
Installment net loan
charge-offs | | $ | 501 | | | $ | 6,475 | | | $ | 3,330 | | | $ | 1,068 | | | $ | 129 | | | $ | 388 | | | $ | 12 | | | $ | 11,903 | |
During the years ended December 31, 2021 and 2020, $37.8 million, and $62.0 million, respectively, of revolving loans converted to term loans.
TDRs
TDRs are generally performed at the request of the individual borrower and may include forgiveness of principal, reduction in interest rates, changes in payments, and maturity date extensions. The table below presents TDRs by class as of December 31, 2021 and 2020. See Note 1, "Summary of Significant Accounting Policies," for the accounting policy for TDRs.
TDRs by Class
(Dollar amounts in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | As of December 31, |
| | | 2021 | | 2020 |
| | | Accruing | | Non-accrual(1) | | Total | | Accruing | | Non-accrual(1) | | Total |
| Commercial and industrial | | $ | — | | | $ | 5,679 | | | $ | 5,679 | | | $ | — | | | $ | 8,859 | | | $ | 8,859 | |
| Agricultural | | — | | | — | | | — | | | — | | | — | | | — | |
| Commercial real estate: | | | | | | | | | | | | |
| Office, retail, and industrial | | — | | | — | | | — | | | — | | | 2,340 | | | 2,340 | |
| Multi-family | | — | | | 140 | | | 140 | | | — | | | 160 | | | 160 | |
| Construction | | — | | | — | | | — | | | — | | | — | | | — | |
| Other commercial real estate | | 145 | | | — | | | 145 | | | 184 | | | — | | | 184 | |
| Total commercial real estate | | 145 | | | 140 | | | 285 | | | 184 | | | 2,500 | | | 2,684 | |
| Total corporate loans | | 145 | | | 5,819 | | | 5,964 | | | 184 | | | 11,359 | | | 11,543 | |
| Home equity | | 29 | | | 97 | | | 126 | | | 31 | | | 116 | | | 147 | |
| 1-4 family mortgages | | — | | | 214 | | | 214 | | | 598 | | | 228 | | | 826 | |
| Installment | | 360 | | | — | | | 360 | | | — | | | — | | | — | |
| Total consumer loans | | 389 | | | 311 | | | 700 | | | 629 | | | 344 | | | 973 | |
| Total loans | | $ | 534 | | | $ | 6,130 | | | $ | 6,664 | | | $ | 813 | | | $ | 11,703 | | | $ | 12,516 | |
(1)These TDRs are included in non-accrual loans in the preceding tables.
In March of 2020, the CARES Act was enacted by the U.S. government in response to the economic disruption caused by the pandemic. The Company's banking regulators issued the "Interagency Statement on Loan Modifications by Financial Institutions Working with Customers Affected by the Coronavirus" that encourages financial institutions to work prudently with borrowers who are or may be unable to meet their contractual payment obligations due to the effects of the pandemic. Additionally, the CARES Act as amended by the 2021 Consolidated Appropriations Act, which was signed into law in December 2020, provides that a qualified loan modification is exempt from classification as a TDR as defined by GAAP, from the period beginning March 1, 2020 until the earlier of January 1, 2022 or the date that is 60 days after the date on which the national emergency concerning the pandemic declared by the President of the United States terminates. As of December 31, 2021 and 2020, the Company had eligible modifications with outstanding balances totaling $36.5 million and $96.7 million, respectively, which are not classified as TDRs.
TDRs are included in the calculation of the allowance for credit losses in the same manner as non-accrual loans. As of December 31, 2021 there was no specific allowance related to TDRs and there was $140,000 of specific allowance related to TDRs as of December 31, 2020.
There were no material restructurings during the year ended December 31, 2021. The following table presents a summary of loans that were restructured during the year ended December 31, 2020 and 2019.
Loans Restructured During the Period
(Dollar amounts in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Number of Loans | | Pre-Modification Recorded Investment | | Funds Disbursed | | Interest and Escrow Capitalized | | Charge-offs | | Post-Modification Recorded Investment |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| Year Ended December 31, 2020 | | | | | | | | | | | | |
| Commercial and industrial | | 2 | | | $ | 10,428 | | | $ | (3,818) | | | $ | — | | | $ | — | | | $ | 6,610 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
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| | | | | | | | | | | | |
| Total loans restructured during the period | | 2 | | | $ | 10,428 | | | $ | (3,818) | | | $ | — | | | $ | — | | | $ | 6,610 | |
| Year Ended December 31, 2019 | | | | | | | | | | | | |
| Commercial and industrial | | 5 | | | $ | 13,616 | | | $ | — | | | $ | — | | | $ | 1,424 | | | $ | 12,192 | |
| Office, retail, and industrial | | 2 | | | 4,473 | | | — | | | — | | | 873 | | | 3,600 | |
| Multi-family | | 1 | | | 12 | | | — | | | — | | | — | | | 12 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| Total loans restructured during the period | | 8 | | | $ | 18,101 | | | $ | — | | | $ | — | | | $ | 2,297 | | | $ | 15,804 | |
Accruing TDRs that do not perform in accordance with their modified terms are transferred to non-accrual. There were no material TDRs that had payment defaults within twelve months of the restructure date during the years ended December 31, 2021, 2020, and 2019.
A rollforward of the carrying value of TDRs for the years ended December 31, 2021, 2020, and 2019 is presented in the following table.
TDR Rollforward
(Dollar amounts in thousands) | | | | | | | | | | | | | | | | | | | | |
| | Years Ended December 31, |
| | 2021 | | 2020 | | 2019 |
| Accruing | | | | | | |
| Beginning balance | | $ | 813 | | | $ | 1,233 | | | $ | 1,866 | |
| Additions | | — | | | — | | | 12 | |
| Net payments | | (279) | | | (73) | | | (262) | |
| Returned to performing status | | — | | | — | | | — | |
| Net transfers from (to) non-accrual | | — | | | (347) | | | (383) | |
| Ending balance | | 534 | | | 813 | | | 1,233 | |
| Non-accrual | | | | | | |
| Beginning balance | | 11,703 | | | 20,514 | | | 6,612 | |
| Additions | | — | | | 10,428 | | | 18,089 | |
| Net payments | | (4,367) | | | (12,339) | | | (1,013) | |
| Charge-offs | | (1,206) | | | (7,247) | | | (3,557) | |
| Transfers to OREO | | — | | | — | | | — | |
| Loans sold | | — | | | — | | | — | |
| Net transfers from accruing | | — | | | 347 | | | 383 | |
| Ending balance | | 6,130 | | | 11,703 | | | 20,514 | |
| Total TDRs | | $ | 6,664 | | | $ | 12,516 | | | $ | 21,747 | |
There were no commitments to lend additional funds to borrowers with TDRs as of December 31, 2021 and 2020, respectively.
8. PREMISES, FURNITURE, AND EQUIPMENT
The following table summarizes the Company's premises, furniture, and equipment by category.
Premises, Furniture, and Equipment
(Dollar amounts in thousands) | | | | | | | | | | | | | | |
| | | As of December 31, |
| | | 2021 | | 2020 |
| Land | | $ | 29,045 | | | $ | 29,723 | |
| Premises | | 130,922 | | | 131,594 | |
| Furniture and equipment | | 133,534 | | | 137,452 | |
| Total cost | | 293,501 | | | 298,769 | |
| Accumulated depreciation | | (175,258) | | | (170,446) | |
| Net book value of premises, furniture, and equipment | | 118,243 | | | 128,323 | |
| Assets held-for-sale | | 2,312 | | | 3,722 | |
| Premises, furniture, and equipment, net | | $ | 120,555 | | | $ | 132,045 | |
As of December 31, 2021 and 2020, assets held-for-sale consisted of former branches that are no longer in operation and parcels of land previously purchased for expansion.
Depreciation on premises, furniture, and equipment totaled $14.7 million in 2021, $16.5 million in 2020, and $16.4 million in 2019.
9. LEASE OBLIGATIONS
The Company has the right to utilize certain premises under non-cancelable operating leases with varying maturity dates through the year ending December 31, 2059. As of December 31, 2021, the weighted-average remaining lease term on these leases was 9.0 years. Various leases contain renewal or termination options controlled by the Company or options to purchase the leased property during or at the expiration of the lease period at specific prices. Some leases contain escalation clauses calling for rentals to be adjusted for increased real estate taxes and other operating expenses or proportionately adjusted for increases in consumer or other price indices. Variable payments for real estate taxes and other operating expenses are considered to be non-lease components and are excluded from the determination of the lease liability. In addition, the Company rents or subleases certain real estate to third-parties. The following summary reflects the future minimum payments by year required under operating leases that have initial or remaining non-cancelable lease terms in excess of one year and a reconciliation of those payments to the Company's lease liability as of December 31, 2021.
Lease Liability
(Dollar amounts in thousands) | | | | | | | | |
| | | Total |
| Year Ending December 31, | | |
| 2022 | | $ | 22,464 | |
| 2023 | | 22,569 | |
| 2024 | | 22,486 | |
| 2025 | | 21,360 | |
| 2026 | | 20,751 | |
| 2027 and thereafter | | 75,541 | |
| Total minimum lease payments | | 185,171 | |
Discount(1) | | (21,257) | |
Lease liability(2) | | $ | 163,914 | |
(1)Represents the net present value adjustment related to minimum lease payments.
(2)Included in accrued interest payable and other liabilities in the Consolidated Statements of Financial Condition.
The discount rate for the Company's operating leases is the rate implicit in the lease and, if that rate cannot be readily determined, the Company's incremental borrowing rate. The weighted-average discount rate on the Company's operating leases was 2.72% as of December 31, 2021.
As of December 31, 2021, right-of-use assets of $137.4 million associated with lease liabilities were included in accrued interest receivable and other assets in the Consolidated Statements of Financial Condition.
During 2020, the Company initiated certain actions that include optimizing its retail branch network and delivery model through the consolidation of 17 branches, or approximately 15% of its branch network, which were completed in the first quarter of 2021. These actions resulted in pre-tax costs in 2020 of $19.9 million, which included $9.1 million of right-of-use asset impairment charges and $8.9 million of impairment charges on branch locations, furniture, and equipment, associated with valuation adjustments related to locations identified for consolidation, among other items, and were recorded within optimization costs in noninterest expense.
The following table presents net operating lease expense for the years ended December 31, 2021, 2020, and 2019.
Net Operating Lease Expense
(Dollar amounts in thousands) | | | | | | | | | | | | | | | | | | | | |
| | Years Ended December 31, |
| | 2021 | | 2020 | | 2019 |
| Lease expense charged to operations | | $ | 18,142 | | | $ | 18,772 | | | $ | 17,681 | |
Accretion of operating lease intangible(1) | | — | | | — | | | (162) | |
| | | | | | |
Rental income from premises leased to others(1) | | (376) | | | (645) | | | (720) | |
| Net operating lease expense | | $ | 17,766 | | | $ | 18,127 | | | $ | 16,799 | |
(1)Included as reductions to net occupancy and equipment expense in the Consolidated Statements of Income.
10. GOODWILL AND OTHER INTANGIBLE ASSETS
The Company's annual goodwill impairment test was performed as of October 1, 2021. It was determined that no impairment existed as of that date or as of December 31, 2021. For a discussion of the accounting policies for goodwill and other intangible assets, see Note 1, "Summary of Significant Accounting Policies."
The following table presents changes in the carrying amount of goodwill for the years ended December 31, 2021, 2020, and 2019.
Changes in the Carrying Amount of Goodwill
(Dollar amounts in thousands) | | | | | | | | | | | | | | | | | | | | |
| | Years Ended December 31, |
| | 2021 | | 2020 | | 2019 |
| Beginning balance | | $ | 862,397 | | | $ | 796,756 | | | $ | 728,809 | |
| Acquisitions | | (983) | | | 65,641 | | | 67,947 | |
| | | | | | |
| Ending balance | | $ | 861,414 | | | $ | 862,397 | | | $ | 796,756 | |
| | | | | | |
The decrease in goodwill for the year ended December 31, 2021 resulted from the measurement period adjustments related to finalizing the fair values of the assets acquired and liabilities assumed in the Park Bank acquisition. During the year ended December 31, 2020 the increase resulted from the Park Bank acquisition. and measurement period adjustments related to finalizing the fair values of the assets acquired and liabilities assumed in the Bridgeview and Northern Oak acquisitions. During the year ended December 31, 2019, the increase resulted from the Bridgeview and Northern Oak acquisitions and measurement period adjustment related to finalizing the fair values of the assets acquired and liabilities assumed in the Northern States acquisition. See Note 3, "Acquisitions," for additional detail regarding the transaction completed in 2020.
The Company's other intangible assets consist of core deposit intangibles and trust department customer relationship intangibles, which are being amortized over their estimated useful lives. Other intangible assets are subject to impairment testing when events or circumstances indicate that their carrying amount may not be recoverable. The increase in other intangible assets for the year ended December 31, 2020 resulted from the Park Bank acquisition. The increase in other intangible assets for the year ended December 31, 2019 resulted from the Bridgeview and Northern Oak acquisitions. During 2021 there were no events or circumstances to indicate impairment.
Other Intangible Assets
(Dollar amounts in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Years Ended December 31, |
| | | 2021 | | 2020 | | 2019 |
| | | Gross | | Accumulated Amortization | | Net | | Gross | | Accumulated Amortization | | Net | | Gross | | Accumulated Amortization | | Net |
| Beginning balance | | $ | 140,326 | | | $ | 69,959 | | | $ | 70,367 | | | $ | 137,258 | | | $ | 58,752 | | | $ | 78,506 | | | $ | 110,206 | | | $ | 48,271 | | | $ | 61,935 | |
| Additions | | — | | | — | | | — | | | 3,068 | | | — | | | 3,068 | | | 27,052 | | | — | | | 27,052 | |
| Amortization expense | | — | | | 11,182 | | | (11,182) | | | — | | | 11,207 | | | (11,207) | | | — | | | 10,481 | | | (10,481) | |
| Ending balance | | $ | 140,326 | | | $ | 81,141 | | | $ | 59,185 | | | $ | 140,326 | | | $ | 69,959 | | | $ | 70,367 | | | $ | 137,258 | | | $ | 58,752 | | | $ | 78,506 | |
| Weighted-average remaining life (in years) | | 5.8 | | | | | | 6.7 | | | | | | 7.5 |
| Estimated remaining useful lives (in years) | | 0.9 to 8.2 | | | | | | 0.3 to 9.2 | | | | | | 0.5 to 9.3 |
Scheduled Amortization of Other Intangible Assets
(Dollar amounts in thousands) | | | | | | | | |
| | | Total |
| Year Ending December 31, | | |
| 2022 | | $ | 11,102 | |
| 2023 | | 10,725 | |
| 2024 | | 10,479 | |
| 2025 | | 9,241 | |
| 2026 | | 8,397 | |
| 2027 and thereafter | | 9,241 | |
| Total | | $ | 59,185 | |
11. DEPOSITS
The following table presents the Company's deposits by type.
Summary of Deposits
(Dollar amounts in thousands) | | | | | | | | | | | | | | |
| | | As of December 31, |
| | | 2021 | | 2020 |
| Demand deposits | | $ | 6,191,885 | | | $ | 5,797,899 | |
| Savings deposits | | 2,854,612 | | | 2,492,010 | |
| NOW accounts | | 3,152,399 | | | 2,763,042 | |
| Money market deposits | | 3,277,583 | | | 2,949,188 | |
| Time deposits less than $100,000 | | 793,157 | | | 926,021 | |
| Time deposits greater than $100,000 | | 921,293 | | | 1,084,304 | |
| Total deposits | | $ | 17,190,929 | | | $ | 16,012,464 | |
The following table provides maturity information related to the Company's time deposits.
Scheduled Maturities of Time Deposits
(Dollar amounts in thousands) | | | | | | | | |
| | | Total |
| Year Ending December 31, | | |
| 2022 | | $ | 1,429,373 | |
| 2023 | | 144,406 | |
| 2024 | | 45,874 | |
| 2025 | | 46,362 | |
| 2026 | | 48,324 | |
| 2027 and thereafter | | 111 | |
| Total | | $ | 1,714,450 | |
12. BORROWED FUNDS
The following table summarizes the Company's borrowed funds by funding source.
Summary of Borrowed Funds
(Dollar amounts in thousands) | | | | | | | | | | | | | | |
| | | As of December 31, |
| | | 2021 | | 2020 |
| Securities sold under agreements to repurchase | | $ | 141,288 | | | $ | 141,886 | |
| | | | |
| FHLB advances | | 1,150,528 | | | 1,404,528 | |
| Total borrowed funds | | $ | 1,291,816 | | | $ | 1,546,414 | |
Securities sold under agreements to repurchase generally mature within 1 to 90 days from the transaction date, are treated as financings, and the obligations to repurchase securities sold are included as a liability in the Consolidated Statements of Financial Condition. Repurchase agreements are secured by U.S. treasury and agency securities, which are held in third-party pledge accounts, if required. The securities underlying the agreements remain in the respective asset accounts. As of December 31, 2021, the Company did not have amounts at risk under repurchase agreements with any individual counterparty or group of counterparties that exceeded 10% of stockholders' equity.
The Bank is a member of the FHLB and has access to term financing from the FHLB. These advances are secured by designated assets that may include qualifying commercial real estate, residential and multi-family mortgages, home equity loans, and certain municipal and mortgage-backed securities. See Note 5, "Loans," for detail of the carrying value of loans pledged. As of December 31, 2021, FHLB advances, including certain putable advances, had fixed interest rates that range from 0.00% to 1.97% and maturity dates that range from June 2024 to March 2030.
The Company hedges interest rates on borrowed funds using interest rate swaps through which the Company receives variable amounts and pays fixed amounts. See Note 20, "Derivative Instruments and Hedging Activities" for a detailed discussion of interest rate swaps.
The following table presents short-term credit lines available for use, for which the Company did not have an outstanding balance as of December 31, 2021 and 2020.
Short-Term Credit Lines Available for Use
(Dollar amounts in thousands) | | | | | | | | | | | | | | |
| | | As of December 31, |
| | | 2021 | | 2020 |
| FRB's Discount Window Primary Credit Program | | $ | 854,165 | | | $ | 864,867 | |
| Available federal funds lines | | 985,000 | | | 844,000 | |
| Correspondent bank line of credit | | — | | | 50,000 | |
On September 27, 2016, the Company entered into a loan agreement with U.S. Bank National Association providing for a $50.0 million short-term, unsecured revolving credit facility. On September 26, 2020, the Company entered into a fourth amendment to this credit facility, which extended the maturity to September 26, 2021, at which time the facility was not renewed.
None of the Company's borrowings have any related compensating balance requirements that restrict the use of Company assets.
13. SUBORDINATED DEBT
The following table presents the Company's subordinated debt by issuance.
Subordinated Debt
(Dollar amounts in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | As of December 31, |
| | | Issuance Date | | Maturity Date | | Interest Rate | | 2021 | | 2020 |
| | | | | | | | | | |
| | | | | | | | | | |
| Subordinated notes | | September 2016 | | September 2026 | | 5.875% | | $ | 148,346 | | | $ | 147,991 | |
| | | | | | | | | | |
| Junior subordinated debentures: | | | | | | | | | | |
| First Midwest Capital Trust I ("FMCT") | | November 2003 | | December 2033 | | 6.950% | | 37,807 | | | 37,806 | |
Great Lakes Statutory Trust II ("GLST II")(1) | | December 2005 | | December 2035 | | L+1.400%(2) | | 4,863 | | | 4,769 | |
Great Lakes Statutory Trust III ("GLST III")(1) | | June 2007 | | September 2037 | | L+1.700%(2) | | 6,420 | | | 6,304 | |
Northern States Statutory Trust I ("NSST I")(1) | | September 2005 | | September 2035 | | L+1.800%(2) | | 8,473 | | | 8,339 | |
Bridgeview Statutory Trust I ("BST")(1) | | July 2001 | | July 2031 | | L+3.580%(2) | | 14,684 | | | 14,613 | |
Bridgeview Capital Trust II ("BCT")(1) | | December 2002 | | January 2033 | | L+3.350%(2) | | 14,995 | | | 14,946 | |
| Total junior subordinated debentures | | | | | | | | 87,242 | | | 86,777 | |
| Total senior and subordinated debt | | | | | | | | $ | 235,588 | | | $ | 234,768 | |
(1)The junior subordinated debentures related to BST, BCT, GLST II, GLST III, and NSST I were assumed by the Company through acquisitions. These amounts include acquisition adjustment discounts that total $6.2 million and $6.7 million as of December 31, 2021 and 2020, respectively.
(2)The interest rates are variable rates based on three-month LIBOR plus the margin indicated.
Junior Subordinated Debentures
FMCT, GLST II, GLST III, NSST I, BST, and BCT are Delaware statutory business trusts. These trusts were established for the purpose of issuing trust-preferred securities and lending the proceeds to the Company in return for junior subordinated debentures of the Company. The junior subordinated debentures are the sole assets of each trust. Therefore, each trust's ability to pay amounts due on the trust-preferred securities is solely dependent on the Company making payments on the related junior subordinated debentures. The trust-preferred securities are subject to mandatory redemption, in whole or in part, on repayment of the junior subordinated debentures at the stated maturity date or on redemption. The Company guarantees payments of distributions and redemptions on the trust-preferred securities on a limited basis.
For regulatory capital purposes, the Tier 1 capital treatment of trust-preferred securities ended during 2018 due to the Company's asset growth, and those securities now are instead treated as Tier 2 capital. The statutory trusts qualify as variable interest entities for which the Company is not the primary beneficiary. Consequently, the accounts of those entities are not consolidated in the Company's financial statements.
14. MATERIAL TRANSACTIONS AFFECTING STOCKHOLDERS' EQUITY
Issued Common Stock
On March 9, 2020, the Company issued 4.9 million shares of its common stock with a market value of $14.58 per share at issuance as part of the consideration in the Park Bank acquisition. Additional information regarding the Park Bank acquisition is presented in Note 3, "Acquisitions".
Issuance of Preferred Stock
During the second quarter of 2020, the Company issued 4.3 million depositary shares, each representing a 1/40th interest in a share of the Company's 7.000% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A, and 4.9 million depositary shares, each representing a 1/40th interest in a share of the Company's 7.000% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series C, for an aggregate of $230.5 million. The Company received proceeds of $221.2 million, net of underwriting discounts and commissions and issuance costs and expects to use the proceeds for general corporate purposes.
Stock Repurchases
On February 26, 2020, the Company announced a stock repurchase program authorizing the discretionary repurchase of up to $200 million of its outstanding common stock through December 31, 2021. This program replaced the Company's prior $180 million stock repurchase program, which expired in March 2020. The Company repurchased 715,000 shares of its common stock at a total cost of $14.9 million during the year ended December 31, 2021.
Quarterly Dividend on Common and Preferred Shares
The Company's Board of Directors (the "Board") declared a quarterly cash dividend on the Company's common stock of $0.12 per share for the first quarter of 2019. The quarterly cash dividend increased to $0.14 per share for each subsequent quarter through for the fourth quarter of 2021.
During the fourth and third quarters of 2020 and each quarter of 2021, the Board of Directors also approved a quarterly cash dividend of $17.50 per share of preferred stock. The cash dividend of $17.50 per share of preferred stock for the second quarter of 2020 was prorated based on the date of issuance during the quarter.
Other than share-based compensation, which is disclosed in Note 18, "Share-Based Compensation", there were no additional material transactions that affected stockholders' equity during the three years ended December 31, 2021.
15. EARNINGS PER COMMON SHARE
The table below displays the calculation of basic and diluted EPS.
Basic and Diluted EPS
(Amounts in thousands, except per share data) | | | | | | | | | | | | | | | | | | | | |
| | | Years Ended December 31, |
| | | 2021 | | 2020 | | 2019 |
| Net income | | $ | 199,560 | | | $ | 107,898 | | | $ | 199,738 | |
| Preferred dividends | | (16,135) | | | (9,119) | | | — | |
| | | | | | |
| Net income applicable to non-vested restricted shares | | (1,922) | | | (984) | | | (1,681) | |
| Net income applicable to common shares | | $ | 181,503 | | | $ | 97,795 | | | $ | 198,057 | |
| Weighted-average common shares outstanding: | | | | | | |
| Weighted-average common shares outstanding (basic) | | 112,947 | | | 112,355 | | | 108,156 | |
| Dilutive effect of common stock equivalents | | 834 | | | 347 | | | 428 | |
| Weighted-average diluted common shares outstanding | | 113,781 | | | 112,702 | | | 108,584 | |
| Basic EPS | | $ | 1.61 | | | $ | 0.87 | | | $ | 1.83 | |
| Diluted EPS | | 1.60 | | | 0.87 | | | 1.82 | |
Anti-dilutive shares not included in the computation of diluted EPS(1) | | — | | | — | | | — | |
(1)There were not any outstanding stock options for the years ended December 31, 2021, 2020, or 2019.
16. INCOME TAXES
Components of Income Tax Expense
(Dollar amounts in thousands) | | | | | | | | | | | | | | | | | | | | |
| | | Years Ended December 31, |
| | | 2021 | | 2020 | | 2019 |
| Current income tax expense: | | | | | | |
| Federal | | $ | 42,246 | | | $ | 29,310 | | | $ | 50,141 | |
| State | | 16,838 | | | 6,829 | | | 5,116 | |
| Total | | 59,084 | | | 36,139 | | | 55,257 | |
| Deferred income tax (benefit) expense: | | | | | | |
| Federal | | 9,046 | | | (6,183) | | | (1,879) | |
| State | | 3,456 | | | (2,873) | | | 12,823 | |
| Total | | 12,502 | | | (9,056) | | | 10,944 | |
| Total income tax expense | | $ | 71,586 | | | $ | 27,083 | | | $ | 66,201 | |
Federal income tax expense and the related effective income tax rate are influenced by the amount of tax-exempt income derived from investment securities and BOLI in relation to pre-tax income as well as state income taxes. State income tax expense and the related effective income tax rate are driven by both the amount of state tax-exempt income in relation to pre-tax income and state tax rules for consolidated/combined reporting and sourcing of income and expense.
Components of Effective Tax Rate
(Dollar amounts in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Years Ended December 31, |
| | | 2021 | | 2020 | | 2019 |
| | Amount | | % of Pretax Income | | Amount | | % of Pretax Income | | Amount | | % of Pretax Income |
| Statutory federal income tax | | $ | 56,941 | | | 21.0 | % | | $ | 28,346 | | | 21.0 | % | | $ | 55,847 | | | 21.0 | % |
| Increase (decrease) in income taxes resulting from: | | | | | | | | | | | | |
| State income tax, net of federal income tax effect | | 16,033 | | | 5.9 | | | 3,125 | | | 2.3 | | | 14,172 | | | 5.3 | |
Tax-exempt income, net of interest expense disallowance | | (2,359) | | | (0.9) | | | (2,589) | | | (1.9) | | | (3,234) | | | (1.2) | |
| | | | | | | | | | | | |
| Other | | 971 | | | 0.4 | | | (1,799) | | | (1.3) | | | (584) | | | (0.2) | |
| Total | | $ | 71,586 | | | 26.4 | % | | $ | 27,083 | | | 20.1 | % | | $ | 66,201 | | | 24.9 | % |
The increase in income tax expense for the year ended December 31, 2021 was driven primarily by higher levels of income subject to tax at statutory rates and a decrease in federal and state tax exempt income. The decrease in income tax expense and the effective tax rate for the year ended December 31, 2020 compared to 2019 was due primarily to the decrease in taxable income and $3.6 million of income tax benefits resulting from deferred tax asset adjustments, $2.6 million of which is reflected in state income tax expense, and $1.0 million of which is reflected in other and a decrease in the state effective tax rate.
The Company's retained earnings included an appropriation for an acquired thrift's tax bad debt reserves of approximately $5.8 million, as for each of the years ended December 31, 2021, 2020, and 2019, for which no provision for federal or state income taxes has been made. If, in the future, this portion of retained earnings were distributed as a result of the liquidation of the Company or its subsidiaries, federal and state income taxes would be imposed at the then applicable rates.
Differences between the amounts reported in the consolidated financial statements and the tax basis of assets and liabilities result in temporary differences for which deferred tax assets and liabilities were recorded.
Deferred Tax Assets and Liabilities
(Dollar amounts in thousands) | | | | | | | | | | | | | | |
| | | As of December 31, |
| | | 2021 | | 2020 |
| Deferred tax assets: | | | | |
| Allowance for credit losses | | $ | 42,433 | | | $ | 49,829 | |
| Lease Liability | | 34,422 | | | 32,233 | |
| Federal net operating loss ("NOL") carryforwards | | 16,041 | | | 17,128 | |
| Non-equity based compensation | | 6,156 | | | 5,111 | |
| Equity based compensation | | 4,615 | | | 4,890 | |
| | | | |
| OREO | | 379 | | | 1,053 | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| Other | | 12,217 | | | 14,566 | |
| Total deferred tax assets | | 116,263 | | | 124,810 | |
| Deferred tax liabilities: | | | | |
| Right-of-use asset | | (28,845) | | | (26,308) | |
| Acquisition adjustments | | (11,270) | | | (11,549) | |
| Accrued retirement benefits | | (7,323) | | | (8,254) | |
| | | | |
| Deferred loan fees and costs | | (6,020) | | | (6,361) | |
| | | | |
| | | | |
| | | | |
| Other | | (3,105) | | | (2,780) | |
| Total deferred tax liabilities | | (56,563) | | | (55,252) | |
| Deferred tax valuation allowance | | (3,741) | | | (2,132) | |
| Net deferred tax assets | | 55,959 | | | 67,426 | |
| Tax effect of adjustments related to other comprehensive income (loss) | | 14,413 | | | (10,048) | |
| Net deferred tax assets including adjustments | | $ | 70,372 | | | $ | 57,378 | |
| NOL carryforwards available to offset future taxable income: | | | | |
| Federal gross NOL carryforwards, begin to expire in 2030 | | $ | 76,386 | | | $ | 84,488 | |
| Illinois gross NOL carryforwards | | — | | | 1,143 | |
| | | | |
| | | | |
| | | | |
| | | | |
During the years ended December 31, 2021 and 2020, the Company recorded net deferred tax assets of $1.0 million and $5.0 million, respectively, related to the Park Bank acquisition.
During the year ended December 31, 2020, the Company transferred certain loans into real estate mortgage investment conduit trusts, which are classified as loans in the financial statements and as securities for tax purposes.
Net deferred tax assets are included in other assets in the accompanying Consolidated Statements of Financial Condition. Deferred tax assets related to certain acquired federal net operating losses are subject to a valuation allowance per the utilization limits imposed by Internal Revenue Code Section 382. The allowance for this item is $3.7 million and $2.1 million at December 31, 2021 and December 31, 2020. Management believes that it is more likely than not that all other net deferred tax assets will be fully realized and no additional valuation allowance is required.
Uncertainty in Income Taxes
The Company files a U.S. federal income tax return and state income tax returns in various states. Income tax returns filed by the Company are no longer subject to examination by federal and state income tax authorities for years prior to 2017.
Rollforward of Unrecognized Tax Benefits
(Dollar amounts in thousands) | | | | | | | | | | | | | | | | | | | | |
| | | Years Ended December 31, |
| | | 2021 | | 2020 | | 2019 |
| Beginning balance | | $ | 17,517 | | | $ | 16,384 | | | $ | 16,350 | |
| Additions for tax positions relating to the current year | | 587 | | | 793 | | | 1,158 | |
| Additions for tax positions relating to prior years | | — | | | 1,997 | | | — | |
| Reductions for tax positions relating to prior years | | (18) | | | (876) | | | (224) | |
| Reduction for lapse in statute of limitations | | (3,010) | | | (781) | | | — | |
| Reductions for settlements with taxing authorities | | — | | | — | | | (900) | |
| Ending balance | | $ | 15,076 | | | $ | 17,517 | | | $ | 16,384 | |
Interest and penalties not included above(1): | | | | | | |
| Interest expense (income), net of tax effect, and penalties | | $ | (92) | | | $ | 48 | | | $ | 38 | |
| Accrued interest and penalties, net of tax effect, at end of year | | 163 | | 256 | | 208 | |
(1)Included in income tax expense in the Consolidated Statements of Income.
The Company does not anticipate that the amount of uncertain tax positions will significantly increase or decrease in the next twelve months. Included in the balance as of December 31, 2021, 2020, and 2019 are tax positions totaling $11.8 million, $12.3 million and $13.0 million, respectively, which would favorably affect the Company's effective tax rate if recognized in future periods.
17. EMPLOYEE BENEFIT PLANS
401(k) Plan
The Company has a defined contribution retirement savings plan (the "401(k) Plan") that covers qualified employees who meet certain eligibility requirements. The 401(k) Plan gives qualified employees (including certain highly compensated employees) the option to contribute up to 100% of their pre-tax base salary through salary deductions under Section 401(k) of the Internal Revenue Code. At the employees' direction, employee contributions are invested among a variety of investment alternatives. In addition, the Company makes a matching contribution of 4% of the eligible employee's compensation. On an annual basis, the Company automatically contributes 2% of the employee's eligible compensation regardless of voluntary contributions made by the employee. There is also a discretionary profit sharing component of the 401(k) Plan, which permits the Company to contribute an amount up to 15% of the employee's compensation to the 401(k) Plan. Starting on January 1, 2021, all active qualified employees become immediately vested in all Company contributions.
401(k) Plan
(Dollar amounts in thousands) | | | | | | | | | | | | | | | | | | | | |
| | | Years Ended December 31, |
| | | 2021 | | 2020 | | 2019 |
401(k) Plan expense(1) | | $ | 8,119 | | | $ | 8,469 | | | $ | 8,226 | |
| Company dividends received by the 401(k) Plan | | $ | 143 | | | $ | 138 | | | $ | 414 | |
| Company shares held by the 401(k) Plan at the end of the year: | | | | | | |
| Number of shares | | 914,387 | | | 1,088,350 | | | 812,886 | |
| Fair value | | $ | 18,727 | | | $ | 17,327 | | | $ | 18,745 | |
(1)Included in retirement and other employee benefits in the Consolidated Statements of Income.
Pension Plan
The Company sponsors a defined benefit pension plan (the "Pension Plan"), which provides for retirement benefits based on years of service and compensation levels of the participants. The Pension Plan covers employees who met certain eligibility requirements and were hired before April 1, 2007, the date it was amended to eliminate new enrollment of new participants. Effective January 1, 2014, benefit accruals were frozen under the Pension Plan.
Actuarially determined pension costs are charged to current operations and included in retirement and other employee benefits in the Consolidated Statements of Income. The Company's funding policy is to contribute amounts to the Pension Plan that are sufficient to meet the minimum funding requirements of the Employee Retirement Income Security Act of 1974 plus additional amounts as the Company deems appropriate.
Pension Plan Cost and Obligations
(Dollar amounts in thousands) | | | | | | | | | | | | | | |
| | | As of December 31, |
| | | 2021 | | 2020 |
| Accumulated benefit obligation | | $ | 65,051 | | | $ | 75,278 | |
| Change in projected benefit obligation | | | | |
| Beginning balance | | $ | 75,278 | | | $ | 70,236 | |
| Service cost | | — | | | — | |
| Interest cost | | 1,055 | | | 1,377 | |
| | | | |
| Settlements | | (7,915) | | | (6,148) | |
| Actuarial (gain) loss | | (2,489) | | | 10,836 | |
| Benefits paid | | (878) | | | (1,023) | |
| Ending balance | | $ | 65,051 | | | $ | 75,278 | |
| Change in fair value of plan assets | | | | |
| Beginning balance | | $ | 91,133 | | | $ | 92,290 | |
| Actual return on plan assets | | 1,856 | | | 6,014 | |
| Benefits paid | | (878) | | | (1,023) | |
| Employer contributions | | — | | | — | |
| Settlements | | (7,915) | | | (6,148) | |
| Ending balance | | $ | 84,196 | | | $ | 91,133 | |
| Funded status recognized in the Consolidated Statements of Financial Condition | | | | |
| Noncurrent asset | | $ | 19,145 | | | $ | 15,855 | |
| Amounts recognized in AOCI | | | | |
| Prior service cost | | $ | — | | | $ | — | |
| Net loss | | 24,860 | | | 30,558 | |
| Net amount recognized | | $ | 24,860 | | | $ | 30,558 | |
| Actuarial losses included in AOCI as a percent of: | | | | |
| Accumulated benefit obligation | | 38.2 | % | | 40.6 | % |
| Fair value of plan assets | | 29.5 | % | | 33.5 | % |
Amounts expected to be amortized from AOCI into net periodic benefit cost in the next fiscal year | | | | |
| Prior service cost | | $ | — | | | $ | — | |
| Net loss | | 713 | | | 987 | |
| Net amount expected to be recognized | | $ | 713 | | | $ | 987 | |
Weighted-average assumptions at the end of the year used to determine the actuarial present value of the projected benefit obligation | | | | |
| Discount rate | | 2.62 | % | | 2.11 | % |
| | | | |
To estimate the interest cost component of the net periodic benefit expense for the Pension Plan, the Company utilizes a full yield curve approach by applying specific spot rates along the yield curve used in the determination of the benefit obligation to the relevant projected cash flows. To the extent the cumulative actuarial losses included in AOCI exceed 10% of the greater of the accumulated benefit obligation or the market-related value of the Pension Plan assets, it is the Company's policy to amortize the Pension Plan's net actuarial losses into income over the average remaining life expectancy of the Pension Plan participants. Actuarial losses included in AOCI as of December 31, 2021 exceeded 10% of the accumulated benefit obligation and the fair value of Pension Plan assets. The amortization of net actuarial losses is a component of the net periodic benefit cost. Amortization of the net actuarial losses and prior service cost included in other comprehensive (loss) income is not expected to have a material impact on the Company's future results of operations, financial position, or liquidity.
Net Periodic Benefit Pension Cost
(Dollar amounts in thousands) | | | | | | | | | | | | | | | | | | | | |
| | | Years Ended December 31, |
| | | 2021 | | 2020 | | 2019 |
| Components of net periodic benefit cost | | | | | | |
| | | | | | |
| Interest cost | | $ | 1,055 | | | $ | 1,377 | | | $ | 1,841 | |
| Expected return on plan assets | | (2,679) | | | (3,763) | | | (4,642) | |
| Recognized net actuarial loss | | 890 | | | 816 | | | 531 | |
| Amortization of prior service cost | | — | | | — | | | — | |
| Recognized settlement loss | | 3,143 | | | 2,931 | | | 1,781 | |
| Net periodic cost (income) | | 2,409 | | | 1,361 | | | (489) | |
Other changes in plan assets and benefit obligations recognized as
a charge to other comprehensive income (loss) |
| Net gain (loss) for the period | | 1,665 | | | (8,584) | | | 1,313 | |
| | | | | | |
| Amortization of net loss | | 4,033 | | | 3,747 | | | 2,311 | |
| Total unrealized gain (loss) | | 5,698 | | | (4,837) | | | 3,624 | |
Total recognized in net periodic pension cost and other
comprehensive income (loss) | | $ | 3,289 | | | $ | (6,198) | | | $ | 4,113 | |
Weighted-average assumptions used to determine the net periodic cost |
| Discount rate | | 2.11 | % | | 3.04 | % | | 4.10 | % |
Expected return on plan assets(1) | | 3.60% / 2.85% | | 5.75% / 3.60% | | 5.75 | % |
| | | | | | |
(1)During both 2021 and 2020, the Company updated asset allocations based upon the funded status of the plan which resulted in a change in the expected return on plan assets.
Pension Plan Asset Allocation
(Dollar amounts in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Percentage of Plan Assets as of December 31, | | Target Allocation
as of December 31, |
| | | Fair Value of Plan Assets(1) | | |
| | | 2021 | | 2020 | | 2021 | | 2020 |
| Asset Category | | | | | | | | | | |
| Equity securities | | $ | — | | | — | % | | 32 | % | | 0% | | 30 - 40% |
| Fixed income | | 84,097 | | | 100 | % | | 68 | % | | 95 - 100% | | 60 - 70% |
| Cash equivalents | | 99 | | | — | % | | — | % | | 0 - 5% | | 0 - 5% |
| Total | | $ | 84,196 | | | 100 | % | | 100 | % | | | | |
(1)Additional information regarding the fair value of Pension Plan assets as of December 31, 2021 can be found in Note 22, "Fair Value."
The expected long-term rate of return on Pension Plan assets represents the average rate of return expected to be earned over the period the benefits included in the benefit obligation are to be paid. In developing the expected rate of return, the Company considers long-term returns based on historical market data and projections of future returns for each asset category, as well as historical actual returns on the Pension Plan assets with the assistance of its independent actuarial consultant. Using this reference data, the Company develops a forward-looking return expectation for each asset category and a weighted-average expected long-term rate of return based on the target asset allocation.
The investment objective of the Pension Plan is to maximize the return on Pension Plan assets over a long-term horizon to satisfy the Pension Plan obligations. In establishing its investment and asset allocation strategies, the Company considers expected returns and the volatility associated with different strategies. The investment strategies established by the Company's Retirement and Benefit Plans Committee provide for growth of capital with a moderate level of volatility by investing assets according to the target allocations stated above and reallocating those assets as needed to stay within those allocations. Investments are weighted toward publicly traded securities. Investment strategies that include alternative asset classes, such as private equity hedge funds and real estate, are generally avoided.
The following table presents estimated future pension benefit payments under the Pension Plan for retirees already receiving benefits and future retirees, assuming they retire and begin receiving unreduced benefits as soon as they are eligible.
Estimated Future Pension Benefit Payments
(Dollar amounts in thousands) | | | | | | | | |
| Year ending December 31, | | |
| 2022 | | $ | 8,063 | |
| 2023 | | 4,357 | |
| 2024 | | 4,350 | |
| 2025 | | 4,372 | |
| 2026 | | 4,017 | |
| 2027-2030 | | 19,920 | |
| | |
| | |
18. SHARE-BASED COMPENSATION
The Company maintains various equity-based compensation plans in order to grant equity awards to certain key employees and non-employee directors.
Share-Based Plans
First Midwest Bancorp, Inc. 2018 Stock and Incentive Plan ("2018 Stock and Incentive Plan") – In May of 2018, the Company's stockholders approved the 2018 Stock and Incentive Plan, which succeeds the Omnibus Stock and Incentive Plan ("Omnibus Plan") described below, under which the Company has ceased making new awards. The Company's stockholders authorized an additional 2,000,000 shares of the Company's common stock for award under the 2018 Stock and Incentive Plan, with the remaining shares eligible for issuance under the Omnibus Plan now being eligible for issuance under the 2018 Stock and Incentive Plan. The 2018 Stock and Incentive Plan allows for the grant of both incentive and non-statutory ("nonqualified") stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, and other awards to certain key employees.
The Company's current equity compensation program for key employees includes restricted stock, restricted stock units, and performance shares. Both restricted stock and restricted stock unit awards vest over three years, with 50% vesting on the second anniversary of the grant date and the remaining 50% vesting on the third anniversary of the grant date, provided the employee remains employed by the Company during this period (subject to accelerated vesting under certain circumstances in the event of a change-in-control or upon certain terminations of employment, as set forth in the applicable award agreement). The fair value of the awards is determined based on the average of the high and low price of the Company's common stock on the grant date.
For participants who are granted performance shares, they may earn performance shares totaling between 0% and 200% of the number of performance shares granted based on achieving certain performance metrics. Performance shares may be earned based on achieving an internal metric (core return on average tangible common equity for awards granted before 2020 and relative core return on average tangible common equity for the 2020 awards granted) and an external metric (relative total shareholder return) over a three year period. Each metric is weighted at 50% of the total award opportunity. If earned, and assuming continued employment, the performance shares will vest on the March 15th immediately following the end of the performance period. For awards granted before 2018, the performance shares will vest, assuming continued employment, one-third on the March 15th immediately following the end of the performance period, one-third on the following March 15th, and the remaining one-third on the second March 15th. The fair value of the performance shares that are dependent on the internal metric is determined based on the average of the high and low stock price on the grant date. An estimate is made as to the number of shares expected to vest as a result of actual performance against the internal metric to determine the amount of compensation expense to be recognized, which is re-evaluated quarterly. The fair value of the performance shares that are dependent on the external metric is determined using a Monte Carlo simulation model on the grant date.
Omnibus Plan – In 1989, the Board adopted the Omnibus Plan, which allowed for the grant of both incentive and nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance units, and other awards to certain key employees. Effective May 16, 2018, the Omnibus Plan has been succeeded by the 2018 Stock and Incentive Plan and the Company no longer makes awards under the Omnibus Plan. Shares eligible for issuance under the Omnibus Plan at the time the 2018 Stock and Incentive Plan was approved by the Company's stockholders were transferred to the 2018 Stock and Incentive Plan. All outstanding equity awards granted prior to the approval of the 2018 Stock and Incentive Plan will continue to be governed by the Omnibus Plan.
Nonemployee Directors Stock Plan (the "Directors Plan") – In 1997, the Board adopted the Directors Plan, which provides for the grant of equity awards to non-management Board members. In 2008, the Company amended the Directors Plan to allow
for the grant of restricted stock awards, among other items. Since 2015, non-management members receive fully vested shares of the Company's common stock rather than restricted stock.
The 2018 Stock and Incentive Plan, the Omnibus Plan, and the Directors Plan, and material amendments, were submitted to and approved by the stockholders of the Company. The Company generally issues treasury shares to satisfy the vesting of restricted stock, restricted stock units, and performance share awards.
Shares of Common Stock Available Under Share-Based Plans | | | | | | | | | | | | | | |
| | | As of December 31, 2021 |
| | | Shares Authorized | | Shares Available For Grant |
2018 Stock and Incentive Plan(1) | | 3,396,460 | | | 1,196,950 | |
| Directors Plan | | 481,250 | | | 68,699 | |
(1)The shares of the Company's common stock underlying all outstanding equity awards governed by the Omnibus Plan that are canceled, forfeited, or expire will be available for issuance under the 2018 Stock and Incentive Plan.
Restricted Stock, Restricted Stock Unit, and Performance Share Awards
Restricted Stock, Restricted Stock Unit, and Performance Share Award Transactions
(Amounts in thousands, except per share data) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Year Ended December 31, 2021 |
| | | Restricted Stock/Unit Awards | | Performance Shares |
| | | Number of Shares/Units | | Weighted Average Grant Date Fair Value | | Number of Shares | | Weighted Average Grant Date Fair Value |
| Non-vested awards beginning balance | | 1,220 | | | $ | 21.61 | | | 565 | | | $ | 19.29 | |
| Granted | | 705 | | | 18.33 | | | 212 | | | 18.33 | |
| Vested | | (483) | | | 22.68 | | | (137) | | | 22.68 | |
| Forfeited | | (125) | | | 20.08 | | | (101) | | | 20.08 | |
| Non-vested awards ending balance | | 1,317 | | | $ | 19.70 | | | 539 | | | $ | 17.91 | |
In addition, non-management board members received, in the aggregate, 15,000 and 20,000 shares of common stock for the years ended December 31, 2021 and 2020, respectively.
Other Restricted Stock, Restricted Stock Unit, and Performance Share Award Information
(Amounts in thousands, except per share data) | | | | | | | | | | | | | | | | | | | | |
| | | Years Ended December 31, |
| | | 2021 | | 2020 | | 2019 |
Weighted-average grant date fair value of restricted stock, restricted stock unit, and performance share awards granted during the year | | $ | 18.33 | | | $ | 19.44 | | | $ | 23.04 | |
Total fair value of restricted stock, restricted stock unit, and performance share awards vested during the year | | 13,566 | | | 11,735 | | | 13,092 | |
Income tax benefit realized from the vesting/release of restricted stock, restricted stock unit, and performance share awards | | 4,362 | | | 3,237 | | | 2,920 | |
No restricted stock, restricted stock unit, or performance share award modifications were made during the periods presented.
Compensation Expense
The Company recognizes share-based compensation expense based on the estimated fair value of the award at the grant or modification date. Share-based compensation expense is included in salaries and wages in the Consolidated Statements of Income.
Effect of Recording Share-Based Compensation Expense
(Dollar amounts in thousands) | | | | | | | | | | | | | | | | | | | | |
| | | Years ended December 31, |
| | | 2021 | | 2020 | | 2019 |
| | | | | | |
| | | | | | |
| | | | | | |
Total share-based compensation expense(1) | | $ | 14,928 | | | $ | 14,740 | | | $ | 13,183 | |
| Income tax benefit | | 3,986 | | | 3,936 | | | 3,678 | |
| Share-based compensation expense, net of tax | | $ | 10,942 | | | $ | 10,804 | | | $ | 9,505 | |
| Unrecognized compensation expense | | $ | 12,720 | | | $ | 12,656 | | | $ | 14,299 | |
| Weighted-average amortization period remaining (in years) | | 1.1 | | 1.3 | | 1.1 |
(1)Comprised of restricted stock, restricted stock unit, and performance share awards expense.
19. REGULATORY AND CAPITAL MATTERS
The Company and its subsidiaries are subject to various regulatory requirements that impose restrictions on cash, loans or advances, dividends, and other matters. The Bank may also be required to maintain reserves against deposits. Reserves are held either in the form of vault cash or noninterest-bearing balances maintained with the FRB and are based on the average daily balances and statutory reserve ratios prescribed by the type of deposit account. There were no reserve balances as of December 31, 2021 and 2020, respectively, maintained in accordance with these requirements.
Under current Federal Reserve regulations, the Bank is limited in the amount it may loan or advance to First Midwest Bancorp, Inc. on an unconsolidated basis (the "Parent Company") and its non-bank subsidiaries. Loans or advances to a single subsidiary may not exceed 10%, and loans to all subsidiaries may not exceed 20%, of the Bank's capital stock and surplus. Loans from subsidiary banks to non-bank subsidiaries, including the Parent Company, are also required to be collateralized.
The principal source of cash flow for the Parent Company is dividends from the Bank. Various federal and state banking regulations and capital guidelines limit the amount of dividends that the Bank may pay to the Parent Company. Without prior regulatory approval and while maintaining its well-capitalized status, the Bank can initiate aggregate dividend payments in 2022 of $91.7 million plus its net profits for 2022, as defined by statute, up to the date of any such dividend declaration. Future payment of dividends by the Bank depends on individual regulatory capital requirements and levels of profitability.
The Company and the Bank are also subject to various capital requirements set up and administered by federal banking agencies. Under capital adequacy guidelines, the Company and the Bank must meet specific guidelines that involve quantitative measures given the risk levels of assets and certain off-balance sheet items calculated under regulatory accounting practices ("risk-weighted assets"). The capital amounts and classification are also subject to qualitative judgments by the regulators regarding components of capital and assets, risk weightings, and other factors.
The Federal Reserve, the primary regulator of the Company and the Bank, establishes minimum capital requirements that must be met by the Company and the Bank. As defined in the regulations, quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios of total capital to risk-weighted assets, Tier 1 capital to risk-weighted assets, common equity Tier 1 capital ("CET1") to risk-weighted assets, and Tier 1 capital to adjusted average assets. Failure to meet minimum capital requirements could result in actions by regulators that could have a material adverse effect on the Company's financial statements.
As of December 31, 2021, the Company and the Bank met all capital adequacy requirements. As of December 31, 2021, the Bank was "well-capitalized" under the regulatory framework for prompt corrective action. There are no conditions or events since that management believes would change the Bank's classification.
The following table outlines the Company's and the Bank's measures of capital as of the dates presented and the capital guidelines established by the Federal Reserve for the Company and the Bank to be categorized as adequately capitalized and avoid limitations on certain distributions, as well as for the Bank to be categorized as "well-capitalized."
Summary of Regulatory Capital Ratios
(Dollar amounts in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Actual | | Adequately Capitalized | | To Be Well-Capitalized Under Applicable Capital Rules(1) |
| | | Capital | | Ratio % | | Capital | | Ratio % | | Capital | | Ratio % |
| As of December 31, 2021 | | | | | | | | | | | | |
| Total capital to risk-weighted assets: | | | | | | | | | | | | |
| First Midwest Bancorp, Inc. | | $ | 2,249,868 | | | 14.47 | | | $ | 1,632,279 | | | 10.500 | | | $ | 1,554,551 | | | 10.00 | |
| First Midwest Bank | | 1,819,906 | | | 11.79 | | | 1,621,177 | | | 10.500 | | | 1,543,978 | | | 10.00 | |
| Tier 1 capital to risk-weighted assets: | | | | | | | | | | | | |
| First Midwest Bancorp, Inc. | | 1,900,133 | | | 12.22 | | | 1,321,369 | | | 8.500 | | | 932,731 | | | 6.00 | |
| First Midwest Bank | | 1,679,538 | | | 10.88 | | | 1,312,381 | | | 8.500 | | | 1,235,182 | | | 8.00 | |
| CET1 to risk-weighted assets: | | | | | | | | | | | | |
| First Midwest Bancorp, Inc. | | 1,669,633 | | | 10.74 | | | 1,088,186 | | | 7.000 | | | N/A | | N/A |
| First Midwest Bank | | 1,679,538 | | | 10.88 | | | 1,080,784 | | | 7.000 | | | 1,003,586 | | | 6.50 | |
| Tier 1 capital to average assets: | | | | | | | | | | | | |
| First Midwest Bancorp, Inc. | | 1,900,133 | | | 8.97 | | | 847,408 | | | 4.000 | | | N/A | | N/A |
| First Midwest Bank | | 1,679,538 | | | 7.97 | | | 842,555 | | | 4.000 | | | 1,053,193 | | | 5.00 | |
| As of December 31, 2020 | | | | | | | | | | | | |
| Total capital to risk-weighted assets: | | | | | | | | | | | | |
| First Midwest Bancorp, Inc. | | $ | 2,175,253 | | | 14.14 | | | $ | 1,614,925 | | | 10.500 | | | $ | 1,538,024 | | | 10.00 | |
| First Midwest Bank | | 1,721,390 | | | 11.24 | | | 1,608,360 | | | 10.500 | | | 1,531,771 | | | 10.00 | |
| Tier 1 capital to risk-weighted assets: | | | | | | | | | | | | |
| First Midwest Bancorp, Inc. | | 1,777,150 | | | 11.55 | | | 1,307,320 | | | 8.500 | | | 922,814 | | | 6.00 | |
| First Midwest Bank | | 1,561,968 | | | 10.20 | | | 1,302,006 | | | 8.500 | | | 1,225,417 | | | 8.00 | |
| CET1 to risk-weighted assets: | | | | | | | | | | | | |
| First Midwest Bancorp, Inc. | | 1,547,154 | | | 10.06 | | | 1,076,617 | | | 7.000 | | | N/A | | N/A |
| First Midwest Bank | | 1,561,968 | | | 10.20 | | | 1,072,240 | | | 7.000 | | | 995,651 | | | 6.50 | |
| Tier 1 capital to average assets: | | | | | | | | | | | | |
| First Midwest Bancorp, Inc. | | 1,777,150 | | | 8.91 | | | 797,500 | | | 4.000 | | | N/A | | N/A |
| First Midwest Bank | | 1,561,968 | | | 7.86 | | | 794,688 | | | 4.000 | | | 993,361 | | | 5.00 | |
N/A – Not applicable.
(1)"Well-capitalized" minimum CET1 to risk-weighted assets and Tier 1 capital to average assets ratios are not formally defined under applicable banking regulations for bank holding companies.
The Company and the Bank are each required to comply with certain risk-based capital and leverage requirements under capital rules (the "Basel III Capital Rules") adopted by the Federal Reserve. These rules implement the Basel III framework set forth by the Basel Committee on Banking Supervision (the "Basel Committee") as well as certain provisions of the Dodd-Frank Act.
Under the Basel III Capital Rules, the Company and the Bank are required to maintain the following:
•A minimum ratio of CET1 to risk-weighted assets of at least 4.5%, plus a 2.5% "capital conservation buffer" that is composed entirely of CET1 capital (resulting in a minimum ratio of CET1 to risk-weighted assets of at least 7.0%).
•A minimum ratio of Tier 1 capital to risk-weighted assets of at least 6.0%, plus the capital conservation buffer (resulting in a minimum Tier 1 capital ratio of 8.5%).
•A minimum ratio of total capital (Tier 1 capital plus Tier 2 capital) to risk-weighted assets of at least 8.0%, plus the capital conservation buffer (resulting in a minimum total capital ratio of 10.5%).
•A minimum leverage ratio of 4.0%, calculated as the ratio of Tier 1 capital to average assets.
The capital conservation buffer is designed to absorb losses during periods of economic stress. Banking institutions with a ratio of CET1 to risk-weighted assets above the minimum, but below the conservation buffer, will face constraints on dividends, equity repurchases, and compensation based on the amount of the shortfall and the institution's "eligible retained income" (since March 2020, the greater of (i) net income for the preceding four quarters, net of distributions and associated tax effects not reflected in net income and (ii) average net income over the preceding four quarters).
The Basel III Capital Rules also provide for a number of deductions from and adjustments to CET1 that include, for example, goodwill, other intangible assets and deferred tax assets that arise from net operating loss and tax credit carryforwards net of any related valuation allowance. Mortgage servicing rights and deferred tax assets arising from temporary differences that could not be realized through net operating loss carrybacks and investments in non-consolidated financial institutions must also be deducted from CET1 to the extent that they exceed certain thresholds. The Company and the Bank, as non-advanced approaches banking organizations, made a one-time permanent election to exclude the effects of certain AOCI items included in shareholders' equity under U.S. GAAP in determining regulatory capital ratios.
In December of 2017, the Basel Committee published standards that it described as the finalization of the Basel III post-crisis regulatory reforms (the standards are commonly referred to as "Basel IV"). Among other things, these standards revise the Basel Committee's standardized approach for credit risk (including the recalibration of risk weights and introducing new capital requirements for certain "unconditionally cancellable commitments," such as unused credit card lines of credit) and provide a new standardized approach for operational risk capital. Under the Basel framework, these standards will generally be effective on January 1, 2023, with an aggregate output floor phasing in through January 1, 2028. Under the current U.S. capital rules, operational risk capital requirements and a capital floor apply only to advanced approaches banking organizations and not to the Company or the Bank. The impact of Basel IV on the Company and the Bank will depend on the manner in which it is implemented by the federal bank regulators.
In February of 2019, the federal bank regulatory agencies issued a final rule, the 2019 CECL Rule, that revised certain capital regulations to account for changes to credit loss accounting under GAAP. The 2019 CECL Rule included a transition option that allows banking organizations to phase in, over a three-year period, the day-one adverse effects of CECL on their regulatory capital ratios (three-year transition option). In March 2020, the federal bank regulatory agencies issued an interim final rule that maintains the three-year transition option of the 2019 CECL Rule and also provides banking organizations that were required under GAAP (as of January 2020) to implement CECL before the end of 2020 the option to delay for two years an estimate of the effect of CECL on regulatory capital, relative to the incurred loss methodology's effect on regulatory capital, followed by a three-year transition period (five-year transition option). The Company elected to adopt the five-year transition option, which is applicable only to regulatory capital computations under federal banking regulations and does not otherwise impact the financial statements prepared in accordance with GAAP.
Under the Basel III Capital Rules, at the beginning of each of the last five years of the life of a subordinated debt instrument, the amount that is eligible to be included in Tier 2 capital is reduced by 20% of the original amount of the instrument (net of redemptions) and is excluded from regulatory capital when the remaining maturity is less than one year. The first year of the five-year phase-out of Tier 2 capital treatment of the Company's subordinated debt began during 2021.
20. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
In the ordinary course of business, the Company enters into derivative transactions as part of its overall interest rate risk management strategy. The significant accounting policies related to derivative instruments and hedging activities are presented in Note 1, "Summary of Significant Accounting Policies."
Cash Flow Hedges
As of December 31, 2021, the Company hedged $375.0 million of certain corporate variable rate loans using interest rate swaps through which the Company receives fixed amounts and pays variable amounts. The Company also hedged $25.0 million of borrowed funds using forward starting interest rate swaps through which the Company receives variable amounts and pays fixed amounts. These transactions allow the Company to add stability to net interest income and manage its exposure to interest rate movements.
The forward starting interest rate swaps total $25.0 million begin in January of 2023 and mature in January of 2026. The weighted-average fixed interest rate to be paid on these interest rate swaps that have not yet begun was 0.60% as of December 31, 2021. These derivative contracts are designated as cash flow hedges.
During 2020, the Company terminated longer term interest rate swaps with a notional amount of $1.6 billion, as well as reduced a portion of the borrowed funds related to terminated swaps as a result of excess liquidity and in response to current market conditions. As a result, a $31.9 million pre-tax loss was reclassified from AOCI and recorded in noninterest income.
Cash Flow Hedges
(Dollar amounts in thousands) | | | | | | | | | | | | | | |
| | As of December 31, |
| | | 2021 | | 2020 |
| Gross notional amount outstanding | | $ | 400,000 | | | $ | 455,000 | |
Derivative asset fair value in other assets(1) | | (862) | | | 3,707 | |
Derivative liability fair value in other liabilities(1) | | — | | | (1) | |
| Weighted-average interest rate received | | 2.23 | % | | 2.18 | % |
| Weighted-average interest rate paid | | 0.10 | % | | 0.15 | % |
| Weighted-average maturity (in years) | | 0.58 | | 1.50 |
(1)Certain cash flow hedges are transacted through a clearinghouse ("centrally cleared") and their change in fair value is settled by the counterparties to the transaction, which results in no fair value.
Changes in the fair value of cash flow hedges are recorded in AOCI on an after-tax basis and are subsequently reclassified to interest income or expense in the period that the forecasted hedged item impacts earnings. As of December 31, 2021, the Company estimates that $4.1 million will be reclassified from AOCI as an increase to interest income over the next twelve months.
Other Derivative Instruments
The Company also enters into derivative transactions through capital market products with its commercial customers and simultaneously enters into an offsetting interest rate derivative transaction with third-parties. This transaction allows the Company's customers to effectively convert a variable rate loan into a fixed rate loan. Due to the offsetting nature of these transactions, the Company does not apply hedge accounting treatment. The Company's credit exposure on these derivative transactions results primarily from counterparty credit risk. The credit valuation adjustment ("CVA") is a fair value adjustment to the derivative to account for this risk. As of December 31, 2021 and 2020, the Company's credit exposure was fully secured by the underlying collateral on customer loans and mitigated through netting arrangements with third-parties; therefore, no CVA was recorded. Capital market products income related to commercial customer derivative instruments of $6.8 million, $7.0 million, and $13.9 million was recorded in noninterest income for the years ended December 31, 2021, 2020, and 2019, respectively.
Other Derivative Instruments
(Dollar amounts in thousands) | | | | | | | | | | | | | | |
| | As of December 31, |
| | | 2021 | | 2020 |
| Gross notional amount outstanding | | $ | 4,541,754 | | | $ | 4,491,398 | |
Derivative asset fair value in other assets(1) | | 68,286 | | | 149,997 | |
Derivative liability fair value in other liabilities(1) | | (24,872) | | | (44,580) | |
Fair value of derivative(2) | | 26,039 | | | 46,018 | |
(1)Certain other derivative instruments are centrally cleared and their change in fair value is settled by the counterparties to the transaction, which results in no fair value.
(2)This amount represents the fair value if credit risk related contingent factors were triggered.
The Company occasionally enters into risk participation agreements with counterparty banks to transfer or assume a portion of the credit risk related to customer transactions. The amounts of these instruments were not material for any period presented. The Company had no other derivative instruments as of December 31, 2021 and 2020. The Company does not enter into derivative transactions for purely speculative purposes.
The following table presents the impact of derivative instruments on comprehensive income and the reclassification of gains (losses) from AOCI to net income for the years ended December 31, 2021, 2020, and 2019.
Cash Flow Hedge Accounting on AOCI
(Dollar amounts in thousands) | | | | | | | | | | | | | | | | | | | | |
| | Years Ended December 31, |
| | 2021 | | 2020 | | 2019 |
| Gains (losses) recognized in other comprehensive income | | | | | | |
| Interest rate swaps in interest income | | $ | 852 | | | $ | 28,197 | | | $ | 13,236 | |
| Interest rate swaps in interest expense | | (933) | | | (13,924) | | | (16,873) | |
| Reclassification of gains (losses) included in net income | | | | | | |
| Interest rate swaps in interest income | | $ | 8,833 | | | $ | 7,409 | | | $ | 3,975 | |
| Interest rate swaps in interest expense | | — | | | (2,752) | | | (5,008) | |
| Swap termination costs in noninterest income | | — | | | (31,852) | | | — | |
The following table presents the impact of derivative instruments on net interest income for the years ended December 31, 2021, 2020, and 2019.
Hedge Income
(Dollar amounts in thousands) | | | | | | | | | | | | | | | | | | | | |
| | | Years Ended December 31, |
| | | 2021 | | 2020 | | 2019 |
| | | | | | |
| | | | | | |
| Cash Flow Hedges | | | | | | |
| Interest rate swaps in interest income | | $ | 8,833 | | | $ | 7,409 | | | $ | 3,975 | |
| Interest rate swaps in interest expense | | — | | | (2,752) | | | (5,008) | |
| Total cash flow hedges | | 8,833 | | | 4,657 | | | (1,033) | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Credit Risk
Derivative instruments are inherently subject to credit risk, which represents the Company's risk of loss when the counterparty to a derivative contract fails to perform according to the terms of the agreement. Credit risk is managed by limiting and collateralizing the aggregate amount of net unrealized losses by transaction, monitoring the size and the maturity structure of the derivatives, and applying uniform credit standards. Company policy establishes limits on credit exposure to any single counterparty. In addition, the Company established bilateral collateral agreements with derivative counterparties that provide for exchanges of marketable securities or cash to collateralize either party's net losses above a stated minimum threshold. As of December 31, 2021 and 2020, these collateral agreements covered 100% of the fair value of the Company's outstanding derivatives. Derivative assets and liabilities are presented gross, rather than net, of pledged collateral amounts.
Certain derivative instruments are subject to master netting agreements with counterparties. The Company records these transactions at their gross fair values and does not offset derivative assets and liabilities in the Consolidated Statements of Financial Condition. The following table presents the fair value of the Company's derivatives and offsetting positions as of December 31, 2021 and 2020.
Fair Value of Offsetting Derivatives
(Dollar amounts in thousands) | | | | | | | | | | | | | | | | | | | | | | | |
| As of December 31, |
| | | | | | |
| 2021 | | 2020 |
| | Assets | | Liabilities | | Assets | | Liabilities |
| Gross amounts recognized | $ | 67,424 | | | $ | 24,872 | | | $ | 153,704 | | | $ | 44,581 | |
Less: amounts offset in the Consolidated Statements of Financial Condition | — | | | — | | | — | | | — | |
Net amount presented in the Consolidated Statements of Financial Condition(1) | 67,424 | | | 24,872 | | | 153,704 | | | 44,581 | |
Gross amounts not offset in the Consolidated Statements of Financial Condition: | | | | | | | |
| Offsetting derivative positions | (1,907) | | | (1,907) | | | (5,239) | | | (5,239) | |
| Cash collateral pledged | — | | | — | | | — | | | (39,970) | |
| Net credit exposure | $ | 65,517 | | | $ | 22,965 | | | $ | 148,465 | | | $ | (628) | |
(1)Included in other assets or other liabilities in the Consolidated Statements of Financial Condition.
As of December 31, 2021 and 2020, the Company's derivative instruments generally contained provisions that require the Company's debt to remain above a certain credit rating by each of the major credit rating agencies or that the Company maintain certain capital levels. If the Company's debt were to fall below that credit rating or the Company's capital were to fall below the required levels, it would be in violation of those provisions, and the counterparties to the derivative instruments could terminate the swap transaction and demand cash settlement of the derivative instrument in an amount equal to the derivative liability fair value. As of December 31, 2021 and 2020, the Company was in compliance with these provisions.
21. COMMITMENTS, GUARANTEES, AND CONTINGENT LIABILITIES
Credit Commitments and Guarantees
In the normal course of business, the Company enters into a variety of financial instruments with off-balance sheet risk to meet the financing needs of its customers and to conduct lending activities, including commitments to extend credit as well as standby and commercial letters of credit. These instruments involve elements of credit and interest rate risk in excess of the amount recognized in the Consolidated Statements of Financial Condition.
Contractual or Notional Amounts of Financial Instruments
(Dollar amounts in thousands) | | | | | | | | | | | | | | |
| | | As of December 31, |
| | | 2021 | | 2020 |
| Commitments to extend credit: | | | | |
| Commercial, industrial, and agricultural | | $ | 2,274,360 | | | $ | 2,318,346 | |
| Commercial real estate | | 593,195 | | | 378,282 | |
| Home equity | | 615,667 | | | 611,640 | |
Other commitments(1) | | 270,285 | | | 264,869 | |
| Total commitments to extend credit | | $ | 3,753,507 | | | $ | 3,573,137 | |
| Letters of credit | | $ | 122,667 | | | $ | 115,130 | |
| | | | |
| | | | |
| | | | |
(1)Other commitments includes installment and overdraft protection program commitments.
Commitments to extend credit are agreements to lend funds to a customer, subject to contractual terms and covenants. Commitments generally have fixed expiration dates or other termination clauses, variable interest rates, and fee requirements, when applicable. Since many of the commitments are expected to expire without being drawn, the total commitment amounts do not necessarily represent future cash flow requirements.
In the event of a customer's non-performance, the Company's credit loss exposure is equal to the contractual amount of the commitments. The credit risk is essentially the same as extending loans to customers for the full contractual amount. The Company uses the same credit policies for credit commitments as its loans and minimizes exposure to credit loss through various collateral requirements.
Letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third-party. Letters of credit generally are contingent on the failure of the customer to perform according to the terms of the contract with the third-party and are often issued in favor of a municipality where construction is taking place to ensure the customer adequately completes the construction. Commercial letters of credit are issued to facilitate transactions between a customer and a third-party based on agreed upon terms.
The maximum potential future payments guaranteed by the Company under letters of credit arrangements are equal to the contractual amount of the commitment. If a commitment is funded, the Company may seek recourse through the liquidation of the underlying collateral, including real estate, production plants and property, marketable securities, or receipt of cash.
As a result of the sale of certain 1-4 family mortgage loans, the Company is contractually obligated to repurchase early payment default loans or loans that do not meet underwriting requirements at recorded value. In accordance with the sales agreements, there is no limitation to the maximum potential future payments or expiration of the Company's recourse obligation. There were no material loan repurchases during the years ended December 31, 2021 or 2020.
Legal Proceedings
At December 31, 2021, there were certain legal proceedings pending against the Company and its subsidiaries in the ordinary course of business. While the outcome of any legal proceeding is inherently uncertain, based on information currently available, the Company's management does not expect that any potential liabilities arising from any pending legal proceedings will have a material adverse effect on the Company's business, financial condition, or results of operations.
22. FAIR VALUE
Fair value represents the amount expected to be received to sell an asset or paid to transfer a liability in its principal or most advantageous market in an orderly transaction between market participants at the measurement date. In accordance with fair value accounting guidance, the Company measures, records, and reports various types of assets and liabilities at fair value on either a recurring or non-recurring basis in the Consolidated Statements of Financial Condition. Those assets and liabilities are presented below in the sections titled "Assets and Liabilities Required to be Measured at Fair Value on a Recurring Basis" and "Assets and Liabilities Required to be Measured at Fair Value on a Non-Recurring Basis."
Other assets and liabilities are not required to be measured at fair value in the Consolidated Statements of Financial Condition, but must be disclosed at fair value. See the "Fair Value Measurements of Other Financial Instruments" section of this note. Any aggregation of the estimated fair values presented in this note does not represent the value of the Company.
Depending on the nature of the asset or liability, the Company uses various valuation methodologies and assumptions to estimate fair value. GAAP provides a three-tiered fair value hierarchy based on the inputs used to measure fair value. The hierarchy is defined as follows:
•Level 1 – Quoted prices in active markets for identical assets or liabilities.
•Level 2 – Observable inputs other than level 1 prices, such as quoted prices for similar instruments, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.
•Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. These inputs require significant management judgment or estimation, some of which use model-based techniques and may be internally developed.
Assets and liabilities are assigned to a level within the fair value hierarchy based on the lowest level of significant input used to measure fair value. Assets and liabilities may change levels within the fair value hierarchy due to market conditions or other circumstances. Those transfers are recognized on the date of the event that prompted the transfer. There were no transfers of assets or liabilities required to be measured at fair value on a recurring basis between levels of the fair value hierarchy during the periods presented.
Assets and Liabilities Required to be Measured at Fair Value on a Recurring Basis
The following table provides the fair value for assets and liabilities required to be measured at fair value on a recurring basis in the Consolidated Statements of Financial Condition by level in the fair value hierarchy.
Recurring Fair Value Measurements
(Dollar amounts in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | As of December 31, 2021 | | As of December 31, 2020 |
| | | Level 1 | | Level 2 | | Level 3 | | Level 1 | | Level 2 | | Level 3 |
| Assets | | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| Equity securities | | $ | 87,867 | | | $ | 25,990 | | | $ | — | | | $ | 52,888 | | | $ | 18,516 | | | $ | — | |
| Securities available-for-sale | | | | | | | | | | | | |
| U.S. treasury securities | | — | | | — | | | — | | | 12,051 | | | — | | | — | |
| U.S. agency securities | | — | | | 648,367 | | | — | | | — | | | 652,474 | | | — | |
| CMOs | | — | | | 1,244,710 | | | — | | | — | | | 1,438,518 | | | — | |
| MBSs | | — | | | 858,269 | | | — | | | — | | | 580,840 | | | — | |
| Municipal securities | | — | | | 226,395 | | | — | | | — | | | 236,015 | | | — | |
| | | | | | | | | | | | |
| Corporate debt securities | | — | | | 169,479 | | | — | | | — | | | 176,510 | | | — | |
| | | | | | | | | | | | |
| Total securities available-for-sale | | — | | | 3,147,220 | | | — | | | 12,051 | | | 3,084,357 | | | — | |
Mortgage servicing rights ("MSRs")(1) | | — | | | — | | | 6,336 | | | — | | | — | | | 4,899 | |
Derivative assets(1) | | — | | | 67,424 | | | — | | | — | | | 153,704 | | | — | |
| Liabilities | | | | | | | | | | | | |
Derivative liabilities(2) | | $ | — | | | $ | 24,872 | | | $ | — | | | $ | — | | | $ | 44,581 | | | $ | — | |
(1)Included in other assets in the Consolidated Statements of Financial Condition.
(2)Included in other liabilities in the Consolidated Statements of Financial Condition.
The following sections describe the specific valuation techniques and inputs used to measure financial assets and liabilities at fair value.
Equity Securities
The Company's equity securities consist primarily of community development investments and certain diversified investment securities held in a grantor trust for participants in the Company's nonqualified deferred compensation plan that are invested in money market and mutual funds, and various preferred equity investments. The fair value of certain community development investments is based on quoted prices in active markets or market prices for similar securities obtained from external pricing services or dealer market participants and is classified in level 2 of the fair value hierarchy. As of December 31, 2021, the fair value of certain community development investments totaling $5.0 million was based on the net asset value per share ("NAV") practical expedient and can be redeemed at any month end with 30 days notice. Since these investments are measured at fair value using the NAV practical expedient, they are not classified in the fair value hierarchy. The fair value of the money market, mutual funds, and preferred equity investments is based on quoted market prices in active exchange markets and is classified in level 1 of the fair value hierarchy.
Securities Available-for-Sale
The Company's securities available-for-sale are primarily fixed income instruments that are not quoted on an exchange, but may be traded in active markets. The fair values for these securities are based on quoted prices in active markets or market prices for similar securities obtained from external pricing services or dealer market participants and are classified in level 2 of the fair value hierarchy. The fair value of U.S. treasury securities is based on quoted market prices in active exchange markets and is classified in level 1 of the fair value hierarchy. Quarterly, the Company evaluates the methodologies used by its external pricing services to estimate the fair value of these securities to determine whether the valuations represent an exit price in the Company's principal markets.
Mortgage Servicing Rights
The Company services loans for others totaling $773.2 million and $766.1 million as of December 31, 2021 and 2020, respectively. These loans are owned by third-parties and are not included in the Consolidated Statements of Financial Condition. The Company determines the fair value of MSRs by estimating the present value of expected future cash flows associated with the mortgage loans being serviced and classifies them in level 3 of the fair value hierarchy. The following table presents the ranges of significant, unobservable inputs used by the Company to determine the fair value of MSRs as of December 31, 2021 and 2020.
Significant Unobservable Inputs Used in the Valuation of MSRs | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | As of December 31, |
| | 2021 | | 2020 |
| Prepayment speed | | 0.0 | % | - | 13.0% | | 5.3 | % | - | 16.3% |
| Maturity (months) | | 8 | - | 88 | | 13 | - | 71 |
| Discount rate | | 9.5 | % | - | 15.0% | | 9.5 | % | - | 12.0% |
The impact of changes in these key inputs could result in a significantly higher or lower fair value measurement for MSRs. Significant increases in expected prepayment speeds and discount rates have negative impacts on the valuation. Higher maturity assumptions have a favorable effect on the estimated fair value.
A rollforward of the carrying value of MSRs for the three years ended December 31, 2021 is presented in the following table.
Carrying Value of MSRs
(Dollar amounts in thousands) | | | | | | | | | | | | | | | | | | | | |
| | | Years Ended December 31, |
| | | 2021 | | 2020 | | 2019 |
| Beginning balance | | $ | 4,899 | | | $ | 5,858 | | | $ | 6,730 | |
| | | | | | |
| New MSRs | | 1,938 | | | 2,594 | | | 1,228 | |
Total (losses) gains included in earnings(1): | | | | | | |
| Changes in valuation inputs and assumptions | | 819 | | | (2,268) | | | (1,559) | |
Other changes in fair value(2) | | (1,320) | | | (1,285) | | | (541) | |
Ending balance(3) | | $ | 6,336 | | | $ | 4,899 | | | $ | 5,858 | |
Contractual servicing fees earned during the year(1) | | $ | 2,157 | | | $ | 1,684 | | | $ | 1,586 | |
Total amount of loans being serviced for the benefit of
others at the end of the year | | 773,216 | | | 766,144 | | | 653,656 | |
(1)Included in mortgage banking income in the Consolidated Statements of Income and related to assets held as of December 31, 2021, 2020, and 2019.
(2)Primarily represents changes in expected future cash flows over time due to payoffs and paydowns.
(3)Included in other assets in the Consolidated Statements of Financial Condition.
Derivative Assets and Derivative Liabilities
The Company enters into interest rate swaps and derivative transactions with commercial customers. These derivative transactions are executed in the dealer market, and pricing is based on market quotes obtained from the counterparties. The market quotes were developed using market observable inputs, which primarily include LIBOR. Therefore, derivatives are classified in level 2 of the fair value hierarchy. For its derivative assets and liabilities, the Company also considers non-performance risk, including the likelihood of default by itself and its counterparties, when evaluating whether the market quotes from the counterparties are representative of an exit price.
Pension Plan Assets
Although Pension Plan assets are not consolidated in the Company's Consolidated Statements of Financial Condition, they are required to be measured at fair value on an annual basis. The fair value of Pension Plan assets is presented in the following table by level in the fair value hierarchy.
Annual Fair Value Measurements for Pension Plan Assets
(Dollar amounts in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | As of December 31, 2021 | | As of December 31, 2020 |
| | | Level 1 | | Level 2 | | Total | | Level 1 | | Level 2 | | Total |
| Pension plan assets: | | | | | | | | | | | | |
Mutual funds(1) | | $ | 98 | | | $ | — | | | $ | 98 | | | $ | 25,696 | | | $ | — | | | $ | 25,696 | |
| | | | | | | | | | | | |
| Corporate bonds | | — | | | 84,098 | | | 84,098 | | | — | | | 65,437 | | | 65,437 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| Total pension plan assets | | $ | 98 | | | $ | 84,098 | | | $ | 84,196 | | | $ | 25,696 | | | $ | 65,437 | | | $ | 91,133 | |
(1)Includes mutual funds, money market funds, cash, cash equivalents, and accrued interest.
Mutual funds are based on quoted market prices in active exchange markets and classified in level 1 of the fair value hierarchy. Corporate bonds are valued at quoted prices from independent sources that are based on observable market trades or observable prices for similar bonds where a price for the identical bond is not observable and, therefore, are classified in level 2 of the fair value hierarchy. There were no Pension Plan assets classified in level 3 of the fair value hierarchy.
Assets and Liabilities Required to be Measured at Fair Value on a Non-Recurring Basis
The following table provides the fair value for each class of assets and liabilities required to be measured at fair value on a non-recurring basis in the Consolidated Statements of Financial Condition by level in the fair value hierarchy.
Non-Recurring Fair Value Measurements
(Dollar amounts in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | As of December 31, 2021 | | As of December 31, 2020 |
| | | Level 1 | | Level 2 | | Level 3 | | Level 1 | | Level 2 | | Level 3 |
Collateral-dependent impaired loans(1) | | $ | — | | | $ | — | | | $ | 30,985 | | | $ | — | | | $ | — | | | $ | 21,246 | |
OREO(2) | | — | | | — | | | 500 | | | — | | | — | | | — | |
Loans held-for-sale(3) | | — | | | — | | | 32,511 | | | — | | | — | | | 44,965 | |
Assets held-for-sale(4) | | — | | | — | | | 2,312 | | | — | | | — | | | 3,722 | |
(1)Includes impaired loans with charge-offs and impaired loans with a specific reserve during the periods presented.
(2)Includes OREO with fair value adjustments subsequent to initial transfer that occurred during the periods presented.
(3)Included in other assets in the Consolidated Statements of Financial Condition.
(4)Included in premises, furniture, and equipment in the Consolidated Statements of Financial Condition.
Collateral-Dependent Impaired Loans
Certain collateral-dependent impaired loans are subject to fair value adjustments to reflect the difference between the carrying value of the loan and the value of the underlying collateral. The fair values of collateral-dependent impaired loans are primarily determined by current appraised values of the underlying collateral. Based on the age and/or type, appraisals may be adjusted in the range of 0% to 15%. In certain cases, an internal valuation may be used when the underlying collateral is located in areas where comparable sales data is limited or unavailable. Accordingly, collateral-dependent impaired loans are classified in level 3 of the fair value hierarchy.
Collateral-dependent impaired loans for which the fair value is greater than the recorded investment are not measured at fair value in the Consolidated Statements of Financial Condition and are not included in this disclosure.
OREO
The fair value of OREO is measured using the current appraised value of the properties. In certain circumstances, a current appraisal may not be available or may not represent an accurate measurement of the property's fair value due to outdated market information or other factors. In these cases, the fair value is determined based on the lower of the (i) most recent appraised value, (ii) broker price opinion, (iii) current listing price, or (iv) signed sales contract. Given these valuation methods, OREO is classified in level 3 of the fair value hierarchy.
Loans Held-for-Sale
Loans held-for-sale consists of 1-4 family mortgage loans, which were originated with the intent to sell as of December 31, 2021 and 2020. These loans were recorded in the held-for-sale category at the contract price, which approximates fair value, and, accordingly, are classified in level 3 of the fair value hierarchy.
Assets Held-for-Sale
As of December 31, 2021, assets held-for-sale consists of former branches that are no longer in operation and parcels of land previously purchased for expansion. These properties are being actively marketed and were transferred into the held-for-sale category at their fair value as determined by current appraisals. Based on these valuation methods, they are classified in level 3 of the fair value hierarchy.
Goodwill and Other Intangible Assets
Goodwill and other intangible assets are subject to annual impairment testing, which requires a significant degree of management judgment. If the testing had resulted in impairment, the Company would have classified goodwill and other intangible assets in level 3 of the fair value hierarchy as a non-recurring fair value measurement. Additional information regarding goodwill, other intangible assets, and impairment policies can be found in Note 1, "Summary of Significant Accounting Policies," and Note 10, "Goodwill and Other Intangible Assets."
Financial Instruments Not Required to be Measured at Fair Value
For certain financial instruments that are not required to be measured at fair value in the Consolidated Statements of Financial Condition, the Company must disclose the estimated fair values and the level within the fair value hierarchy as shown in the following table.
Fair Value Measurements of Other Financial Instruments
(Dollar amounts in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | As of December 31, 2021 | | As of December 31, 2020 |
| | | Fair Value Hierarchy
Level | | Carrying
Amount | | Fair Value | | Carrying
Amount | | Fair Value |
| Assets | | | | | | | | | | |
| Cash and due from banks | | 1 | | $ | 220,207 | | | $ | 220,207 | | | $ | 196,364 | | | $ | 196,364 | |
| Interest-bearing deposits in other banks | | 2 | | 1,898,865 | | | 1,898,865 | | | 920,880 | | | 920,880 | |
| Securities held-to-maturity | | 2 | | 8,655 | | | 8,234 | | | 12,071 | | | 11,686 | |
| FHLB and FRB stock | | 2 | | 106,097 | | | 106,097 | | | 117,420 | | | 117,420 | |
| Loans | | 3 | | 14,464,254 | | | 14,212,574 | | | 14,512,215 | | | 14,614,029 | |
| Investment in BOLI | | 3 | | 300,730 | | | 300,730 | | | 301,101 | | | 301,101 | |
| Accrued interest receivable | | 3 | | 58,704 | | | 58,704 | | | 68,390 | | | 68,390 | |
| | | | | | | | | | |
| Liabilities | | | | | | | | | | |
| Deposits | | 2 | | $ | 17,190,929 | | | $ | 17,187,617 | | | $ | 16,012,464 | | | $ | 16,007,133 | |
| Borrowed funds | | 2 | | 1,291,816 | | | 1,291,816 | | | 1,546,414 | | | 1,546,414 | |
| Subordinated debt | | 2 | | 235,588 | | | 290,624 | | | 234,768 | | | 281,843 | |
| Accrued interest payable | | 2 | | 3,646 | | | 3,646 | | | 4,826 | | | 4,826 | |
Management uses various methodologies and assumptions to determine the estimated fair values of the financial instruments in the table above. The fair value estimates are made at a discrete point in time based on relevant market information and consider management's judgments regarding future expected economic conditions, loss experience, and specific risk characteristics of the financial instruments. Loans include net loans, which consists of loans held-for-investment, acquired loans, and the allowance for loan losses. As of both December 31, 2021 and 2020, the Company estimated the fair value of lending commitments outstanding to be immaterial.
23. RELATED PARTY TRANSACTIONS
The Company, through the Bank, makes loans to and has transactions with certain of its directors and executive officers. All of these loans and transactions were made on substantially the same terms, including interest rates and collateral requirements, for comparable transactions with unrelated persons and did not involve more than the normal risk of collectability or present unfavorable features. For the years ended December 31, 2021 and 2020, loans to directors and executive officers were not greater than 5% of the Company's consolidated stockholders' equity.
24. CONDENSED PARENT COMPANY FINANCIAL STATEMENTS
The following represents the condensed financial statements of First Midwest Bancorp, Inc., the Parent Company.
