SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
For the quarterly period ended:
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☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number:
001-13349BAR HARBOR BANKSHARES
(Exact name of registrant as specified in its charter)
| | |
Maine | | 01-0393663 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
| | |
PO Box 400 | | |
82 Main Street, Bar Harbor, ME | | 04609-0400 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | | Trading Symbol | | Name of each exchange on which registered |
Common Stock, par value $2.00 per share | | BHB | | NYSE American |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definition of “large"large accelerated filer,” “accelerated filer”" "accelerated filer", “smaller"smaller reporting company”company", or "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one)
Large Accelerated Filer
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes
The Registrant had 15,433,95715,533,659 shares of common stock, par value $2.00 per share, outstanding as of November 3, 2017.April 30, 2020.
BAR HARBOR BANKSHARES AND SUBSIDIARIES
FORM 10-Q
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Bar Harbor Bankshares conducts business operations principally through Bar Harbor Bank & Trust, which may be referred to as the Bank and which is a subsidiary of Bar Harbor Bankshares. Unless the context requires otherwise, references in this report to “the Company” "our company, "our," "us," "we" and similar terms refer to Bar Harbor Bankshares and its subsidiaries, including the Bank, collectively.
FORWARD-LOOKING STATEMENTS
Certain statements contained in this document that are not historical facts may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended ("Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended ("Exchange Act"), and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. When used in this Form 10-Q the words "may," "will," "should," "could," "would," "plan," "potential," "estimate," "project," "believe," "intend," "anticipate," "expect," "target" and similar expressions are intended to identify forward-looking statements, but these terms are not the exclusive means of identifying forward-looking statements. These forward-looking statements are subject to significant risks, assumptions and uncertainties, including among other things, changes in general economic and business conditions, increased competitive pressures, changes in the interest rate environment, legislative and regulatory change, changes in the financial markets, and other risks and uncertainties disclosed from time to time in documents that the Company files with the Securities and Exchange Commission, including but not limited to those discussed in the section titled "Risk Factors" in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019. Because of these and other uncertainties, the Company’s actual results, performance or achievements, or industry results, may be materially different from the results indicated by these forward-looking statements. In addition, the Company’s past results of operations do not necessarily indicate future results. You should not place undue reliance on any of the forward-looking statements, which speak only as of the dates on which they were made. The Company is not undertaking an obligation to update forward-looking statements, even though its situation may change in the future, except as required under federal securities law. The Company qualifies all of its forward-looking statements by these cautionary statements.
3
BAR HARBOR BANKSHARES AND SUBSIDIARIES
(In thousands, except share data) | September 30, 2017 | December 31, 2016 | ||||||
Assets | ||||||||
Cash and due from banks | $ | 31,223 | $ | 8,219 | ||||
Interest-bearing deposit with the Federal Reserve Bank | 17,501 | 220 | ||||||
Total cash and cash equivalents | 48,724 | 8,439 | ||||||
Securities available for sale, at fair value | 718,459 | 528,856 | ||||||
Federal Home Loan Bank stock | 37,107 | 25,331 | ||||||
Total securities | 755,566 | 554,187 | ||||||
Commercial real estate | 793,572 | 418,119 | ||||||
Commercial and industrial | 357,072 | 151,240 | ||||||
Residential real estate | 1,152,628 | 506,612 | ||||||
Consumer | 125,590 | 53,093 | ||||||
Total loans | 2,428,862 | 1,129,064 | ||||||
Less: Allowance for loan losses | (11,950 | ) | (10,419 | ) | ||||
Net loans | 2,416,912 | 1,118,645 | ||||||
Premises and equipment, net | 48,309 | 23,419 | ||||||
Other real estate owned | 122 | 90 | ||||||
Goodwill | 100,255 | 4,935 | ||||||
Other intangible assets | 8,811 | 377 | ||||||
Cash surrender value of bank-owned life insurance | 57,613 | 24,450 | ||||||
Deferred tax assets, net | 13,052 | 5,990 | ||||||
Other assets | 26,368 | 14,817 | ||||||
Total assets | $ | 3,475,732 | $ | 1,755,349 | ||||
Liabilities | ||||||||
Demand and other non-interest bearing deposits | $ | 357,398 | $ | 98,856 | ||||
NOW deposits | 442,085 | 175,150 | ||||||
Savings deposits | 373,118 | 77,623 | ||||||
Money market deposits | 300,398 | 282,234 | ||||||
Time deposits | 802,110 | 416,437 | ||||||
Total deposits | 2,275,109 | 1,050,300 | ||||||
Senior borrowings | 775,582 | 531,596 | ||||||
Subordinated borrowings | 43,048 | 5,000 | ||||||
Total borrowings | 818,630 | 536,596 | ||||||
Other liabilities | 28,534 | 11,713 | ||||||
Total liabilities | 3,122,273 | 1,598,609 | ||||||
Shareholders’ equity | ||||||||
Capital stock, par value $2.00; authorized 20,000,000 shares; issued 16,428,387 and 10,182,611 shares at September 30, 2017 and December 31, 2016, respectively | 32,858 | 13,577 | ||||||
Additional paid-in capital | 186,220 | 23,027 | ||||||
Retained earnings | 141,251 | 130,489 | ||||||
Accumulated other comprehensive loss | (1,435 | ) | (4,326 | ) | ||||
Less: cost of 996,531 and 1,067,016 shares of treasury stock at September 30, 2017 and December 31, 2016, respectively | (5,435 | ) | (6,027 | ) | ||||
Total shareholders’ equity | 353,459 | 156,740 | ||||||
Total liabilities and shareholders’ equity | $ | 3,475,732 | $ | 1,755,349 |
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(in thousands, except share data) |
| March 31, 2020 |
| December 31, 2019 | ||
Assets |
| |
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Cash and due from banks | | $ | 68,481 | | $ | 37,261 |
Interest-bearing deposit with the Federal Reserve Bank | |
| 17,174 | |
| 19,649 |
Total cash and cash equivalents | |
| 85,655 | |
| 56,910 |
| | | | | | |
Securities: | | | | | | |
Securities available for sale, at fair value | |
| 626,341 | |
| 663,230 |
Federal Home Loan Bank stock | |
| 19,897 | |
| 20,679 |
Total securities | |
| 646,238 | |
| 683,909 |
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Loans: | |
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|
|
Commercial real estate | |
| 948,178 | |
| 930,661 |
Commercial and industrial | |
| 426,357 | |
| 423,291 |
Residential real estate | |
| 1,132,328 | |
| 1,151,857 |
Consumer | |
| 128,120 | |
| 135,283 |
Total loans | |
| 2,634,983 | |
| 2,641,092 |
Less: Allowance for loan losses | |
| (15,297) | |
| (15,353) |
Net loans | |
| 2,619,686 | |
| 2,625,739 |
| | | | | | |
Premises and equipment, net | |
| 49,978 | |
| 51,205 |
Other real estate owned | |
| 2,205 | |
| 2,236 |
Goodwill | |
| 119,477 | |
| 118,649 |
Other intangible assets | |
| 8,398 | |
| 8,641 |
Cash surrender value of bank-owned life insurance | |
| 76,400 | |
| 75,863 |
Deferred tax assets, net | |
| 3,166 | |
| 3,865 |
Other assets | |
| 66,139 | |
| 42,111 |
Total assets | | $ | 3,677,342 | | $ | 3,669,128 |
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Liabilities | |
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Deposits: | |
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Demand | | $ | 400,410 | | $ | 414,534 |
NOW | |
| 578,320 | |
| 575,809 |
Savings | |
| 423,345 | |
| 388,683 |
Money market | |
| 404,385 | |
| 384,090 |
Time | |
| 844,097 | |
| 932,635 |
Total deposits | |
| 2,650,557 | |
| 2,695,751 |
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Borrowings: | |
|
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Senior | |
| 497,580 | |
| 471,396 |
Subordinated | |
| 59,849 | |
| 59,920 |
Total borrowings | |
| 557,429 | |
| 531,316 |
| | | | | | |
Other liabilities | |
| 65,601 | |
| 45,654 |
Total liabilities | |
| 3,273,587 | |
| 3,272,721 |
The accompanying notes are an integral part of these consolidated financial statements.
4
BAR HARBOR BANKSHARES AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
(In thousands, except per share data) | 2017 | 2016 | 2017 | 2016 | |||||||||||
Interest and dividend income | |||||||||||||||
Loans | $ | 24,661 | $ | 10,295 | $ | 70,081 | $ | 30,627 | |||||||
Securities and other | 5,402 | 3,828 | 15,832 | 12,014 | |||||||||||
Total interest and dividend income | 30,063 | 14,123 | 85,913 | 42,641 | |||||||||||
Interest expense | |||||||||||||||
Deposits | 3,177 | 1,755 | 7,926 | 4,931 | |||||||||||
Borrowings | 3,408 | 1,369 | 9,327 | 3,993 | |||||||||||
Total interest expense | 6,585 | 3,124 | 17,253 | 8,924 | |||||||||||
Net interest income | 23,478 | 10,999 | 68,660 | 33,717 | |||||||||||
Provision for loan losses | 660 | 139 | 2,191 | 754 | |||||||||||
Net interest income after provision for loan losses | 22,818 | 10,860 | 66,469 | 32,963 | |||||||||||
Non-interest income | |||||||||||||||
Trust and investment management fee income | 3,040 | 975 | 9,228 | 2,878 | |||||||||||
Insurance and brokerage service income | 329 | — | 1,020 | — | |||||||||||
Customer service fees | 2,638 | 706 | 5,990 | 1,999 | |||||||||||
Gain on sales of securities, net | 19 | 1,354 | 19 | 4,489 | |||||||||||
Bank-owned life insurance income | 380 | 197 | 1,165 | 540 | |||||||||||
Other income | 554 | 140 | 2,043 | 408 | |||||||||||
Total non-interest income | 6,960 | 3,372 | 19,465 | 10,314 | |||||||||||
Non-interest expense | |||||||||||||||
Salaries and employee benefits | 9,617 | 4,832 | 30,065 | 14,648 | |||||||||||
Occupancy and equipment | 2,894 | 1,156 | 8,573 | 3,466 | |||||||||||
Loss on premises and equipment, net | (1 | ) | 216 | 94 | 216 | ||||||||||
Outside services | 907 | 181 | 2,220 | 430 | |||||||||||
Professional services | 428 | 250 | 1,357 | 1,084 | |||||||||||
Communication | 382 | 128 | 1,040 | 492 | |||||||||||
Amortization of intangible assets | 189 | 1 | 534 | 25 | |||||||||||
Acquisition expenses | 346 | 320 | 5,917 | 812 | |||||||||||
Other expenses | 2,824 | 1,666 | 8,663 | 4,305 | |||||||||||
Total non-interest expense | 17,586 | 8,750 | 58,463 | 25,478 | |||||||||||
Income before income taxes | 12,192 | 5,482 | 27,471 | 17,799 | |||||||||||
Income tax expense | 3,575 | 1,850 | 8,085 | 5,450 | |||||||||||
Net income | $ | 8,617 | $ | 3,632 | $ | 19,386 | $ | 12,349 | |||||||
Earnings per share: | |||||||||||||||
Basic | $ | 0.56 | $ | 0.40 | $ | 1.27 | $ | 1.37 | |||||||
Diluted | $ | 0.56 | $ | 0.40 | $ | 1.27 | $ | 1.35 | |||||||
Weighted average common shares outstanding: | |||||||||||||||
Basic | 15,420 | 9,064 | 15,098 | 9,037 | |||||||||||
Diluted | 15,511 | 9,162 | 15,204 | 9,138 |
| | | | | | |
(in thousands, except share data) |
| March 31, 2020 |
| December 31, 2019 | ||
Shareholders’ equity |
| | |
| | |
Capital stock, par value $2.00; authorized 20,000,000 shares; issued 16,428,388 shares at March 31, 2020 and December 31, 2019 |
| | 32,857 |
| | 32,857 |
Additional paid-in capital |
| | 189,314 |
| | 188,536 |
Retained earnings |
| | 180,072 |
| | 175,780 |
Accumulated other comprehensive income |
| | 6,190 |
| | 3,911 |
Less: 841,029 and 870,257 shares of treasury stock at March 31, 2020 and December 31, 2019, respectively |
| | (4,678) |
| | (4,677) |
Total shareholders’ equity |
| | 403,755 |
| | 396,407 |
Total liabilities and shareholders’ equity | | $ | 3,677,342 | | $ | 3,669,128 |
The accompanying notes are an integral part of these consolidated financial statements.
5
BAR HARBOR BANKSHARES AND SUBSIDIARIES
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
(In thousands) | 2017 | 2016 | 2017 | 2016 | ||||||||||||
Net income | $ | 8,617 | $ | 3,632 | $ | 19,386 | $ | 12,349 | ||||||||
Other comprehensive income (loss), before tax: | ||||||||||||||||
Changes in unrealized loss on securities available-for-sale | 512 | (5,577 | ) | 5,119 | 3,041 | |||||||||||
Changes in unrealized loss on derivative hedges | (84 | ) | (92 | ) | (805 | ) | (1,309 | ) | ||||||||
Changes in unrealized loss on pension | 5 | 8 | 45 | 86 | ||||||||||||
Income taxes related to other comprehensive income (loss): | ||||||||||||||||
Changes in unrealized loss on securities available-for-sale | (192 | ) | 1,952 | (1,839 | ) | (1,064 | ) | |||||||||
Changes in unrealized loss on derivative hedges | 31 | 32 | 373 | 458 | ||||||||||||
Changes in unrealized loss on pension | (2 | ) | (3 | ) | (2 | ) | (30 | ) | ||||||||
Total other comprehensive income | 270 | (3,680 | ) | 2,891 | 1,182 | |||||||||||
Total comprehensive income | $ | 8,887 | $ | (48 | ) | $ | 22,277 | $ | 13,531 |
| | | | | | | |
| | Three Months Ended | | ||||
| | March 31, | | ||||
(in thousands, except earnings per share data) |
| 2020 |
| 2019 |
| ||
Interest and dividend income | | | | | | | |
Loans | | $ | 27,987 | | $ | 26,864 | |
Securities and other | |
| 5,507 | |
| 6,363 | |
Total interest and dividend income | |
| 33,494 | |
| 33,227 | |
Interest expense | |
|
| |
|
| |
Deposits | |
| 6,020 | |
| 6,307 | |
Borrowings | |
| 2,911 | |
| 5,155 | |
Total interest expense | |
| 8,931 | |
| 11,462 | |
Net interest income | |
| 24,563 | |
| 21,765 | |
Provision for loan losses | |
| 1,111 | |
| 324 | |
Net interest income after provision for loan losses | |
| 23,452 | |
| 21,441 | |
| | | | | | | |
Non-interest income | |
|
| |
|
| |
Trust and investment management fee income | |
| 3,369 | |
| 2,757 | |
Customer service fees | |
| 3,112 | |
| 2,165 | |
Gain on sales of securities, net | |
| 135 | |
| — | |
Bank-owned life insurance income | |
| 537 | |
| 542 | |
Customer derivative income | |
| 588 | |
| — | |
Other income | |
| 680 | |
| 703 | |
Total non-interest income | |
| 8,421 | |
| 6,167 | |
| | | | | | | |
Non-interest expense | |
|
| |
|
| |
Salaries and employee benefits | |
| 11,884 | |
| 10,519 | |
Occupancy and equipment | |
| 4,420 | |
| 3,386 | |
Loss on premises and equipment, net | |
| 92 | |
| — | |
Outside services | |
| 534 | |
| 411 | |
Professional services | |
| 672 | |
| 544 | |
Communication | |
| 289 | |
| 235 | |
Marketing | |
| 388 | |
| 295 | |
Amortization of intangible assets | |
| 256 | |
| 207 | |
Acquisition, restructuring and other expenses | |
| 103 | |
| — | |
Other expenses | |
| 3,721 | |
| 3,027 | |
Total non-interest expense | |
| 22,359 | |
| 18,624 | |
| | | | | | | |
Income before income taxes | |
| 9,514 | |
| 8,984 | |
Income tax expense | |
| 1,793 | |
| 1,703 | |
Net income | | $ | 7,721 | | $ | 7,281 | |
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Earnings per share: | |
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| |
Basic | | $ | 0.50 | | $ | 0.47 | |
Diluted | | $ | 0.50 | | $ | 0.47 | |
| | | | | | | |
Weighted average common shares outstanding: | |
|
| |
|
| |
Basic | |
| 15,558 | |
| 15,523 | |
Diluted | |
| 15,593 | |
| 15,587 | |
The accompanying notes are an integral part of these consolidated financial statements.
6
BAR HARBOR BANKSHARES AND SUBSIDIARIES
(In thousands) | Common stock amount | Additional paid-in capital | Retained earnings | Accumulated other comprehensive income | Treasury stock | Total | ||||||||||||||||||
Balance at December 31, 2015 | $ | 13,577 | $ | 21,624 | $ | 122,260 | $ | 3,629 | $ | (6,938 | ) | $ | 154,152 | |||||||||||
Comprehensive income: | ||||||||||||||||||||||||
Net income | — | — | 12,349 | — | — | 12,349 | ||||||||||||||||||
Other comprehensive loss | — | — | — | 1,182 | — | 1,182 | ||||||||||||||||||
Total comprehensive income | — | — | 12,349 | 1,182 | — | 13,531 | ||||||||||||||||||
Cash dividends declared ($0.54 per share) | — | — | (4,880 | ) | — | — | (4,880 | ) | ||||||||||||||||
Treasury stock purchased (23,072) | — | — | — | — | (497 | ) | (497 | ) | ||||||||||||||||
Net issuance (91,466) to employee stock plans, including related tax effects | — | 35 | (127 | ) | — | 1,140 | 1,048 | |||||||||||||||||
Recognition of stock based compensation | — | 982 | — | — | 982 | |||||||||||||||||||
Balance at September 30, 2016 | $ | 13,577 | $ | 22,641 | $ | 129,602 | $ | 4,811 | $ | (6,295 | ) | $ | 164,336 | |||||||||||
Balance at December 31, 2016 | $ | 13,577 | $ | 23,027 | $ | 130,489 | $ | (4,326 | ) | $ | (6,027 | ) | $ | 156,740 | ||||||||||
Comprehensive income: | ||||||||||||||||||||||||
Net income | — | — | 19,386 | — | — | 19,386 | ||||||||||||||||||
Other comprehensive loss | — | — | — | 2,891 | — | 2,891 | ||||||||||||||||||
Total comprehensive income | — | — | 19,386 | 2,891 | — | 22,277 | ||||||||||||||||||
Cash dividends declared ($0.56 per share) | — | — | (8,624 | ) | — | — | (8,624 | ) | ||||||||||||||||
Acquisition of Lake Sunapee Bank Group | 8,328 | 173,591 | — | — | — | 181,919 | ||||||||||||||||||
Treasury stock purchased (9,603 shares) | — | — | — | — | (282 | ) | (282 | ) | ||||||||||||||||
Net issuance (80,448 shares) to employee stock plans, including related tax effects | — | (265 | ) | — | — | 874 | 609 | |||||||||||||||||
Three-for-two stock split | 10,953 | (10,968 | ) | — | — | — | (15 | ) | ||||||||||||||||
Recognition of stock based compensation | — | 835 | — | — | — | 835 | ||||||||||||||||||
Balance at September 30, 2017 | $ | 32,858 | $ | 186,220 | $ | 141,251 | $ | (1,435 | ) | $ | (5,435 | ) | $ | 353,459 |
| | | | | | | |
|
| Three Months Ended |
| ||||
| | March 31, | | ||||
(in thousands) |
| 2020 |
| 2019 |
| ||
Net income | | $ | 7,721 | | $ | 7,281 | |
Other comprehensive income, before tax: | |
|
| |
|
| |
Changes in unrealized gain on securities available-for-sale | |
| 5,357 | |
| 8,900 | |
Changes in unrealized loss on hedging derivatives | |
| (2,382) | |
| (845) | |
Changes in unrealized loss on pension | |
| — | |
| — | |
Income taxes related to other comprehensive income: | |
|
| |
|
| |
Changes in unrealized gain on securities available-for-sale | |
| (1,346) | |
| (2,079) | |
Changes in unrealized loss on hedging derivatives | |
| 650 | |
| 198 | |
Changes in unrealized loss on pension | |
| — | |
| — | |
Total other comprehensive income | |
| 2,279 | |
| 6,174 | |
Total comprehensive income | | $ | 10,000 | | $ | 13,455 | |
The accompanying notes are an integral part of these consolidated financial statements.
7
BAR HARBOR BANKSHARES AND SUBSIDIARIES
Nine Months Ended September 30, | ||||||||
(In thousands) | 2017 | 2016 | ||||||
Cash flows from operating activities: | ||||||||
Net income | $ | 19,386 | $ | 12,349 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
Provision for loan losses | 2,191 | 754 | ||||||
Net amortization of securities | 4,006 | 2,293 | ||||||
Deferred tax benefit | (237 | ) | — | |||||
Change in unamortized net loan costs and premiums | (368 | ) | — | |||||
Premises and equipment depreciation and amortization expense | 2,745 | 1,159 | ||||||
Stock-based compensation expense | 835 | 982 | ||||||
Accretion of purchase accounting entries, net | (2,482 | ) | — | |||||
Amortization of other intangibles | 542 | 69 | ||||||
Income from cash surrender value of bank-owned life insurance policies | (1,165 | ) | (540 | ) | ||||
Gain on sales of securities, net | (19 | ) | (4,489 | ) | ||||
Loss on premises and equipment, net | 95 | — | ||||||
Net change in other | (2,387 | ) | (695 | ) | ||||
Net cash provided by operating activities | 23,142 | 11,882 | ||||||
Cash flows from investing activities: | ||||||||
Proceeds from sales of securities available for sale | 1,581 | 66,431 | ||||||
Proceeds from maturities, calls and prepayments of securities available for sale | 92,817 | 78,190 | ||||||
Purchases of securities available for sale | (138,785 | ) | (171,702 | ) | ||||
Net change in loans | (71,669 | ) | (2,842 | ) | ||||
Purchase of loans | (18,621 | ) | (95,421 | ) | ||||
Purchase of Federal Home Loan Bank stock | (327 | ) | (2,233 | ) | ||||
Purchase of premises and equipment, net | (3,011 | ) | (3,567 | ) | ||||
Acquisitions, net of cash (paid) acquired | 39,537 | — | ||||||
Proceeds from sale of other real estate | 322 | — | ||||||
Net cash used in investing activities | (98,156 | ) | (131,144 | ) | ||||
Cash flows from financing activities: | ||||||||
Net decrease in deposits | 74,725 | 90,738 | ||||||
Net change in short-term advances from the Federal Home Loan Bank | 110,801 | 31,250 | ||||||
Net change in long term advances from the Federal Home Loan Bank | (62,531 | ) | 8,238 | |||||
Net change in securities sold repurchase agreements | 672 | (1,784 | ) | |||||
Exercise of stock options | 451 | 1,048 | ||||||
Purchase of treasury stock | (196 | ) | (497 | ) | ||||
Common stock cash dividends paid | (8,623 | ) | (4,880 | ) | ||||
Net cash provided by financing activities | 115,299 | 124,113 | ||||||
Net change in cash and cash equivalents | 40,285 | 4,851 | ||||||
Cash and cash equivalents at beginning of year | 8,439 | 9,720 | ||||||
Cash and cash equivalents at end of year | $ | 48,724 | $ | 14,571 | ||||
Supplemental cash flow information: | ||||||||
Interest paid | $ | 16,184 | $ | 8,858 | ||||
Income taxes paid, net | 6,764 | 5,342 | ||||||
Acquisition of non-cash assets and liabilities: | ||||||||
Assets acquired | 1,454,076 | — | ||||||
Liabilities assumed | 1,406,672 | — | ||||||
Other non-cash changes: | ||||||||
Real estate owned acquired in settlement of loans | 32 | — |
| | | | | | | | | | | | | | | | | | |
|
| |
| | | |
| | | | Accumulated |
| | |
| | | |
| | Common | | Additional | | | | | other | | | | | | | |||
| | stock | | paid-in | | Retained | | comprehensive | | Treasury | | | | |||||
(in thousands, except per share data) |
| amount |
| capital |
| earnings |
| income (loss) |
| stock |
| Total | ||||||
Balance at December 31, 2018 |
| $ | 32,857 | | $ | 187,653 | | $ | 166,526 | | $ | (11,802) | | $ | (4,655) | | $ | 370,579 |
| |
| | | | | | | | | | | | | | | | |
Net income | |
| — | |
| — | |
| 7,281 | |
| — | |
| — | |
| 7,281 |
Other comprehensive income | |
| — | |
| — | |
| — | |
| 6,174 | |
| — | |
| 6,174 |
Cash dividends declared ($0.20 per share) | |
| — | |
| — | |
| (3,105) | |
| — | |
| — | |
| (3,105) |
Net issuance (441 shares) to employee stock plans, including related tax effects | |
| — | |
| (173) | |
| — | |
| — | |
| 4 | |
| (169) |
Recognition of stock based compensation | |
| — | |
| 263 | |
| — | |
| — | |
| — | |
| 263 |
Balance at March 31, 2019 | |
| 32,857 | |
| 187,743 | |
| 170,702 | |
| (5,628) | |
| (4,651) | |
| 381,023 |
| | | | | | | | | | | | | | | | | | |
Balance at December 31, 2019 | | $ | 32,857 | | $ | 188,536 | | $ | 175,780 | | $ | 3,911 | | $ | (4,677) | | $ | 396,407 |
| | | | | | | | | | | | | | | | | | |
Net income | |
| — | |
| — | |
| 7,721 | |
| — | |
| — | |
| 7,721 |
Other comprehensive income | |
| — | |
| — | |
| — | |
| 2,279 | |
| — | |
| 2,279 |
Cash dividends declared ($0.22 per share) | |
| — | |
| — | |
| (3,429) | |
| — | |
| — | |
| (3,429) |
Treasury stock purchased (5,586 shares) | |
| — | |
| — | |
| — | |
| — | |
| (130) | |
| (130) |
Net issuance (23,010 shares) to employee stock plans, including related tax effects | |
| — | |
| 660 | |
| — | |
| — | |
| 129 | |
| 789 |
Recognition of stock based compensation | |
| — | |
| 118 | |
| — | |
| — | |
| — | |
| 118 |
Balance at March 31, 2020 | | $ | 32,857 | | $ | 189,314 | | $ | 180,072 | | $ | 6,190 | | $ | (4,678) | | $ | 403,755 |
The accompanying notes are an integral part of these consolidated financial statements.
8
BAR HARBOR BANKSHARES AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
| | | | | | |
| | Three Months Ended March 31, | ||||
(in thousands) |
| 2020 |
| 2019 | ||
Cash flows from operating activities: |
|
|
| | |
|
Net income |
| $ | 7,721 | | $ | 7,281 |
Adjustments to reconcile net income to net cash provided by operating activities: | |
|
| |
|
|
Provision for loan losses | |
| 1,111 | |
| 324 |
Net amortization of securities | |
| 686 | |
| 693 |
Change in unamortized net loan costs and premiums | |
| (132) | |
| (85) |
Premises and equipment depreciation | |
| 1,182 | |
| 952 |
Stock-based compensation expense | |
| 118 | |
| 90 |
Accretion of purchase accounting entries, net | |
| (1,489) | |
| (886) |
Amortization of other intangibles | |
| 256 | |
| 207 |
Income from cash surrender value of bank-owned life insurance policies | |
| (537) | |
| (542) |
Gain on sales of securities, net | |
| (135) | |
| — |
Loss on other real estate owned | |
| 31 | |
| — |
Loss on premises and equipment, net | |
| 92 | |
| — |
Net change in other assets and liabilities | |
| (5,900) | |
| (3,757) |
Net cash provided by operating activities | |
| 3,004 | |
| 4,277 |
| | | | | | |
Cash flows from investing activities: | |
|
| |
|
|
Proceeds from sales of securities available for sale | |
| 32,017 | |
| — |
Proceeds from maturities, calls and prepayments of securities available for sale | |
| 24,899 | |
| 21,709 |
Purchases of securities available for sale | |
| (15,739) | |
| (35,290) |
Net change in loans | |
| 6,300 | |
| (36,209) |
Purchase of FHLB stock | |
| (3,161) | |
| (5,567) |
Proceeds from sale of FHLB stock | |
| 3,943 | |
| 6,119 |
Purchase of premises and equipment, net | |
| (628) | |
| (1,809) |
Acquisitions, net of cash acquired | | | (340) | | | — |
Proceeds from sale of other real estate owned | |
| 51 | |
| — |
Net cash provided by (used in) investing activities | |
| 47,342 | |
| (51,047) |
| | | | | | |
Cash flows from financing activities: | |
|
| |
|
|
Net decrease in deposits | |
| (44,959) | |
| (17,260) |
Net change in short-term FHLB borrowings | | | (160,970) | | | 59,716 |
Net change in short-term FRB borrowings | | | 62,000 | | | — |
Proceeds from long-term borrowings from the FHLB | |
| 139,000 | |
| — |
Repayments of long-term borrowings from the FHLB | |
| — | |
| (35,705) |
Net change in short-term other borrowings | |
| (13,831) | |
| (1,531) |
Repayments of subordinated debt | | | (32) | | | — |
Payment of subordinated debt issuance costs | | | (39) | | | — |
Net issuance to employee stock plans | | | 789 | | | 4 |
Purchase of treasury stock | | | (130) | | | — |
Cash dividends paid on common stock | |
| (3,429) | |
| (3,105) |
Net cash (used in) provided by financing activities | |
| (21,601) | |
| 2,119 |
| | | | | | |
Net change in cash and cash equivalents | |
| 28,745 | |
| (44,651) |
Cash and cash equivalents at beginning of year | |
| 56,910 | |
| 98,754 |
Cash and cash equivalents at end of year | | $ | 85,655 | | $ | 54,103 |
The accompanying notes are an integral part of these consolidated financial statements.
9
BAR HARBOR BANKSHARES AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
| | | | | | |
| | Three Months Ended March 31, | ||||
(in thousands) |
| 2020 |
| 2019 | ||
Supplemental cash flow information: | |
|
| |
|
|
Interest paid | | $ | 8,455 | | $ | 11,490 |
Income taxes paid, net | |
| 1,205 | |
| 1,506 |
| | | | | | |
Acquisition of non-cash assets and liabilities: | | | | | | |
Assets acquired | | | 1,171 | | | — |
Liabilities acquired | | | (343) | | | — |
| | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
10
NOTE 1. BASIS OF PRESENTATION
The consolidated financial statements (the “financial statements”) of Bar Harbor Bankshares and its subsidiaries (the “Company” or “Bar Harbor”) have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Bar Harbor Bankshares is a Maine Financial Institution Holding Company for the purposes of the laws of the state of Maine, and as such is subject to the jurisdiction of the Superintendent of the Maine Bureau of Financial Institutions. These financial statements include the accounts of the Company, its wholly-ownedwholly owned subsidiary Bar Harbor Bank & Trust (the "Bank") and the Bank’s consolidated subsidiaries. In consolidation, all significant intercompany accounts and transactions are eliminated. The results of operations of companies or assets acquired are included only from the dates of acquisition. All material wholly-ownedwholly owned and majority-ownedmajority owned subsidiaries are consolidated unless U.S. GAAP requires otherwise.
In addition, these interim financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X, and accordingly, certain information and footnote disclosures normally included in financial statements prepared according to U.S. GAAP have been omitted.
The results for any interim period are not necessarily indicative of results for the full year. These consolidated financial statements should be read in conjunction with the audited financial statements and note disclosures for the Company's Annual Report on Form 10-K for the year ended December 31, 20162019 previously filed with the Securities and Exchange Commission.Commission (the "SEC"). In management's opinion, all adjustments necessary for a fair statement are reflected in the interim periods presented.
Reclassifications: Whenever necessary, amounts in the amortization or accretion of fair market value adjustments, and in some cases may result in the loan being considered impaired. For collateral dependent loans with deteriorated credit quality, the Company estimates the fair value of the underlying collateral of the loans. These valuesprior years’ financial statements are discounted using market derived rates of return, with consideration givenreclassified to the period of time and costs associated with the foreclosure and disposition of the collateral.
Summary of Significant Accounting Policies
The disclosures below supplement the accounting policies in previously disclosed in NOTE 1 – Summary of Significant Accounting Policies of the Company’s 2019 Annual Report on Form 10-K.
Operating, Accounting and Reporting Considerations related to COVID-19:
The COVID-19 pandemic has negatively impacted the global economy. In response to this crisis, the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act was passed by Congress and signed into law on March 27, 2020. The CARES Act provides an estimated $2.2 trillion to fight the COVID-19 pandemic and stimulate the economy by supporting individuals and businesses through loans, grants, tax changes, and other types of relief. Some of the provisions applicable to the Company include, but are not limited to:
• | Accounting for Loan Modifications - The CARES Act provides that a financial institution may elect to suspend (1) the requirements under GAAP for certain loan modifications that would otherwise be categorized as a TDR and (2) any determination that such loan modifications would be considered a TDR, including the related impairment for accounting purposes. |
• | Paycheck Protection Program - The CARES Act established the Paycheck Protection Program (“PPP”), an expansion of the Small Business Administration’s 7(a) loan program and the Economic Injury Disaster Loan Program (“EIDL”), administered directly by the SBA. |
• | Mortgage Forbearance - Under the CARES Act, through the earlier of December 31, 2020, or the termination date of the COVID-19 national emergency, a borrower with a federally backed mortgage loan that is experiencing financial hardship due to COVID-19 may request a forbearance. A multifamily borrower with a federally backed multifamily mortgage loan that was current as of February 1, 2020, and is experiencing financial hardship due to COVID-19 may request forbearance on the loan for up to 30 days, with up to two additional 30-day periods at the borrower’s request. |
11
Also in response to the FASBCOVID-19 pandemic, the Board of Governors of the Federal Reserve System (“FRB”), the Federal Deposit Insurance Corporation (“FDIC”), the National Credit Union Administration (“NCUA”), the Office of the Comptroller of the Currency (“OCC”), and the International Accounting Standards Board (the “IASB”Consumer Financial Protection Bureau (“CFPB”) jointly, in consultation with the state financial regulators (collectively, the “agencies”) issued a comprehensive new revenue recognition standard that will supersede nearly all existing revenue recognition guidance under U.S. GAAP and International Financial Reporting Standards (“IFRS”)joint interagency statement (issued March 22, 2020; revised statement issued April 7, 2020). Current revenue recognition guidance in U.S. GAAP consists of broad revenue recognition concepts together with numerous revenue requirements for particular industries or transactions, which sometimes resulted in different accounting for economically similar transactions. In contrast, IFRS provided limited revenue recognition guidance and, consequently, could be difficult to apply to complex transactions. Accordingly, the FASB and the IASB initiated a joint project to clarify the principles for recognizing revenue and to develop a common revenue standard for U.S. GAAP and IFRS that would: (1) remove inconsistencies and weaknesses in revenue requirements; (2) provide a more robust framework for addressing revenue issues; (3) improve comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets; (4) provide more useful information to users of financial statements through improved disclosure requirements; and (5) simplify the preparation of financial statements by reducing the number of requirements to which an entity must refer. To meet those objectives, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers.” The common revenue standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies generally will be required to use more judgment and make more estimates than under current guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The standard was initially effective for public entities for interim and annual reporting periods beginning after December 15, 2016; early adoption was not permitted. However, in August 2015, the FASB issued ASU No. 2015-14, “Revenue from Contracts with Customers - DeferralSome of the Effective Date” which deferred the effective date by one year (i.e., interim and annual reporting periods beginning after December 15, 2017). For financial reporting purposes, the standard allows for either full retrospective adoption, meaning the standard is applied to all of the periods presented, or modified retrospective adoption, meaning the standard is applied onlyprovisions applicable to the most current period presented in the financial statements with the cumulative effectCompany include, but are not limited to:
• | Accounting for Loan Modifications - Loan modifications that do not meet the conditions of the CARES Act may still qualify as a modification that does not need to be accounted for as a TDR. The agencies confirmed with FASB staff that short-term modifications made on a good faith basis in response to COVID-19 to borrowers who were current prior to any relief are not TDRs. This includes short-term (e.g., six months) modifications such as payment deferrals, fee waivers, extensions of repayment terms, or insignificant delays in payment. |
• | Past Due Reporting - With regard to loans not otherwise reportable as past due, financial institutions are not expected to designate loans with deferrals granted due to COVID-19 as past due because of the deferral. A loan’s payment date is governed by the due date stipulated in the legal agreement. If a financial institution agrees to a payment deferral, these loans would not be considered past due during the period of the deferral. |
• | Nonaccrual Status and Risk Rating - During short-term COVID-19 modifications, these loans generally should not be reported as nonaccrual or as having a classified risk rating. |
12
Recent Accounting Pronouncements
The following table provides a brief description of initial application. In addition, the FASB has begun to issue targetedrecent accounting standards updates to clarify specific implementation issues of ASU 2014-09. These updates include ASU No. 2016-08, “Principal versus Agent Considerations (Reporting Revenue Gross versus Net),” ASU No. 2016-10, “Identifying Performance Obligations and Licensing,” ASU No. 2016-12, “Narrow-Scope Improvements and Practical Expedients,” and ASU No. 2016-20 “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers.” Since the guidance does not apply to revenue associated with financial instruments, including loans and securities("ASU") that are accounted for under other U.S. GAAP, the Company does not expect the new guidance tocould have a material impact on revenue most
(in thousands) | As Acquired | Fair Value Adjustments | As Recorded at Acquisition | |||||||||||
Consideration paid: | ||||||||||||||
Bar Harbor Bankshares common stock issued to Lake Sunapee Bank Group stockholders (4,163,853 shares) | $ | 181,919 | ||||||||||||
Cash paid for fractional shares | 27 | |||||||||||||
Total consideration paid | 181,946 | |||||||||||||
Recognized amounts of identifiable assets acquired and liabilities assumed, at fair value: | ||||||||||||||
Cash and short-term investments | $ | 40,970 | $ | (1,406 | ) | (a) | $ | 39,564 | ||||||
Investment securities | 156,960 | (1,381 | ) | (b) | 155,579 | |||||||||
Loans | 1,217,927 | (9,728 | ) | (c) | 1,208,199 | |||||||||
Premises and equipment | 22,561 | (351 | ) | (d) | 22,210 | |||||||||
Core deposit intangible | — | 7,786 | (e) | 7,786 | ||||||||||
Other assets | 102,298 | (50,419 | ) | (f) | 51,879 | |||||||||
Deposits | (1,149,865 | ) | (746 | ) | (g) | (1,150,611 | ) | |||||||
Borrowings | (232,261 | ) | (16 | ) | (h) | (232,277 | ) | |||||||
Deferred taxes, net | (1,921 | ) | 10,217 | (i) | 8,296 | |||||||||
Other liabilities | (19,924 | ) | (4,087 | ) | (j) | (24,011 | ) | |||||||
Total identifiable net assets | $ | 136,745 | $ | (50,131 | ) | $ | 86,614 | |||||||
Goodwill | $ | 95,332 |
Standard | Description | Required Date of Adoption | Effect on financial statements | |
---|---|---|---|---|
Standards Adopted in 2020 | ||||
ASU 2017-04, Simplifying the Test for Goodwill Impairment | This ASU amends Topic 350, Intangibles-Goodwill and Other, and eliminates Step 2 from the goodwill impairment test. The Company still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary | January 1, 2020 | The Company has adopted ASU 2017-04 effective January 1, 2020, as required, and the ASU did not have a material impact on its financial statements. Goodwill testing is normally scheduled to be completed during the |
the economic impacts of COVID-19. The Company recognized no impairments to goodwill in the first quarter of 2020. See management’s discussion and analysis for further details. | |||
| | Early adoption is permitted | |
ASU 2018-13 Changes to Disclosure Requirements Fair Value Measurement, Topic 820 | This ASU eliminates, adds and modifies certain disclosure requirements for fair value measurements. Among the | January 1, 2020 | The Company has adopted ASU 2018-13, as of January 1, 2020, as required, and the |
the adoption. | |||
| | Early adoption is permitted. | |
Standards Not Yet Adopted | |||
ASU 2016-13, Measurement of Credit Losses on Financial Instruments ASU 2018-19, Codification Improvements to ASU 2016-13 | This ASU amends Topic 326, Financial Instruments- Credit Losses to replace the While the CECL model does not apply to available for sale debt securities, the ASU does require entities to record an allowance when recognizing credit losses for available for sale securities with unrealized losses, rather than reduce the amortized cost of The ASU should be adopted on |
January 1, 2020 | Adoption of this ASU is expected to primarily change how the Company estimates credit losses with the application of the expected credit loss model. The |
The ASU was effective for the Company beginning in the first quarter of |
| | Early adoption is permitted. | |
ASU 2018-14 Compensation- Disclosure Requirements for Defined Pension Plans Topic 715-20 | This ASU makes minor changes to the disclosure requirements for employers that sponsor defined benefit pension and/or other post-retirement benefit plans. | January 1, 2021 | Adoption of this ASU is not expected to have a material impact on the Company's consolidated financial statements. |
| | Early adoption is permitted. | |
13
Standard | Description | Required Date of Adoption | Effect on financial statements |
---|---|---|---|
Standards Not Yet Adopted | |||
ASU 2020-04 Facilitation of the Effects of Reference Rate Reform, Topic 848 | This ASU provides temporary optional expedients and exceptions to GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from LIBOR and other | May be elected between March 12, 2020 through December 31, 2022. | The Company is currently evaluating all of its contracts, hedging relationships and other transactions that will be effected by reference rates that are being discontinued and determining which elections that need to be made. |
14
ASC 310-30 Loans | |||
Gross contractual receivable amounts at acquisition | $ | 23,338 | |
Contractual cash flows not expected to be collected (nonaccretable discount) | (3,801 | ) | |
Expected cash flows at acquisition | 19,537 | ||
Interest component of expected cash flows (accretable discount) | (1,089 | ) | |
Fair value of acquired loans | $ | 18,448 |
Pro Forma (unaudited) Nine Months Ended September 30, | ||||||||
2017 | 2016 | |||||||
Net interest income | $ | 69,846 | $ | 67,670 | ||||
Non-interest income | 20,883 | 25,808 | ||||||
Net income | 26,133 | 21,371 | ||||||
Pro forma earnings per share: | ||||||||
Basic | $ | 1.69 | $ | 1.40 | ||||
Diluted | $ | 1.68 | $ | 1.39 |
The following is a summary of securities available for sale:
(In thousands) | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | ||||||||||||
September 30, 2017 | ||||||||||||||||
Securities available for sale | ||||||||||||||||
Debt securities: | ||||||||||||||||
Obligations of US Government sponsored enterprises | $ | 6,952 | $ | 27 | $ | — | $ | 6,979 | ||||||||
Mortgage-backed securities: | ||||||||||||||||
US Government-sponsored enterprises | 438,332 | 3,413 | 3,788 | 437,957 | ||||||||||||
US Government agency | 102,044 | 695 | 601 | 102,138 | ||||||||||||
Private label | 562 | 162 | 5 | 719 | ||||||||||||
Obligations of states and political subdivisions thereof | 140,475 | 2,818 | 1,311 | 141,982 | ||||||||||||
Corporate bonds | 28,245 | 441 | 2 | 28,684 | ||||||||||||
Total securities available for sale | $ | 716,610 | $ | 7,556 | $ | 5,707 | $ | 718,459 | ||||||||
December 31, 2016 | ||||||||||||||||
Securities available for sale | ||||||||||||||||
Debt securities: | ||||||||||||||||
Obligations of US Government sponsored enterprises | $ | — | $ | — | $ | — | $ | — | ||||||||
Mortgage-backed securities: | ||||||||||||||||
US Government-sponsored enterprises | 330,635 | 2,682 | 4,865 | 328,452 | ||||||||||||
US Government agency | 76,722 | 797 | 613 | 76,906 | ||||||||||||
Private label | 936 | 207 | 11 | 1,132 | ||||||||||||
Obligations of states and political subdivisions thereof | 123,832 | 1,941 | 3,407 | 122,366 | ||||||||||||
Corporate bonds | — | — | — | — | ||||||||||||
Total securities available for sale | $ | 532,125 | $ | 5,627 | $ | 8,896 | $ | 528,856 |
| | | | | | | | | | | | |
| | | | | Gross | | Gross | | | | ||
| | | | | Unrealized | | Unrealized | | | | ||
(in thousands) |
| Amortized Cost |
| Gains |
| Losses |
| Fair Value | ||||
March 31, 2020 |
| |
|
| |
|
| |
|
| |
|
Debt securities: |
| |
|
| |
|
| |
|
| |
|
Mortgage-backed securities: |
| |
|
| |
|
| |
|
| |
|
US Government-sponsored enterprises | | $ | 284,925 | | $ | 11,349 | | $ | (617) | | $ | 295,657 |
US Government agency | |
| 98,059 | |
| 3,801 | |
| (191) | |
| 101,669 |
Private label | |
| 20,209 | |
| 62 | |
| (1,772) | |
| 18,499 |
Obligations of states and political subdivisions thereof | |
| 134,258 | |
| 3,636 | |
| (315) | |
| 137,579 |
Corporate bonds | |
| 76,191 | |
| 1,497 | |
| (4,751) | |
| 72,937 |
Total securities available for sale | | $ | 613,642 | | $ | 20,345 | | $ | (7,646) | | $ | 626,341 |
| | | | | | | | | | | | |
| | | | | Gross | | Gross | | | | ||
| | | | | Unrealized | | Unrealized | | | | ||
(in thousands) |
| Amortized Cost |
| Gains |
| Losses |
| Fair Value | ||||
December 31, 2019 | |
|
| |
|
| |
|
| |
|
|
Debt securities: | |
|
| |
|
| |
|
| |
|
|
Mortgage-backed securities: | |
|
| |
|
| |
|
| |
|
|
US Government-sponsored enterprises | | $ | 319,064 | | $ | 4,985 | | $ | (2,080) | | $ | 321,969 |
US Government agency | |
| 98,568 | |
| 1,640 | |
| (547) | |
| 99,661 |
Private label | |
| 20,212 | |
| 68 | |
| (747) | |
| 19,533 |
Obligations of states and political subdivisions thereof | |
| 139,240 | |
| 3,034 | |
| (268) | |
| 142,006 |
Corporate bonds | |
| 78,804 | |
| 1,478 | |
| (221) | |
| 80,061 |
Total securities available for sale | | $ | 655,888 | | $ | 11,205 | | $ | (3,863) | | $ | 663,230 |
The amortized cost and estimated fair value of available for sale (“AFS”) securities segregated by contractual maturity at September 30, 2017March 31, 2020 are presented below. Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations. Mortgage-backed securities are shown in total, as their maturities are highly variable.
| | | | | | |
| | Available for sale | ||||
(in thousands) |
| Amortized Cost |
| Fair Value | ||
Within 1 year |
| $ | — | | $ | — |
Over 1 year to 5 years | |
| 30,554 | |
| 31,547 |
Over 5 years to 10 years | |
| 56,401 | |
| 52,656 |
Over 10 years | |
| 123,494 | |
| 126,313 |
Total bonds and obligations | |
| 210,449 | |
| 210,516 |
Mortgage-backed securities | |
| 403,193 | |
| 415,825 |
Total securities available for sale | | $ | 613,642 | | $ | 626,341 |
15
Available for sale | ||||||||
Amortized | Fair | |||||||
(In thousands) | Cost | Value | ||||||
Within 1 year | $ | 3,613 | $ | 3,627 | ||||
Over 1 year to 5 years | 18,499 | 18,735 | ||||||
Over 5 years to 10 years | 73,997 | 75,366 | ||||||
Over 10 years | 620,501 | 620,731 | ||||||
Total securities available for sale | $ | 716,610 | $ | 718,459 |
Securities with unrealized losses, segregated by the duration of their continuous unrealized loss positions, are summarized as follows:
Less Than Twelve Months | Over Twelve Months | Total | ||||||||||||||||||||||
(In thousands) | Gross Unrealized Losses | Fair Value | Gross Unrealized Losses | Fair Value | Gross Unrealized Losses | Fair Value | ||||||||||||||||||
September 30, 2017 | ||||||||||||||||||||||||
Securities available for sale | ||||||||||||||||||||||||
Debt securities: | ||||||||||||||||||||||||
Obligations of US Government sponsored enterprises | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||
Mortgage-backed securities: | ||||||||||||||||||||||||
US Government-sponsored enterprises | 1,559 | 150,524 | 2,229 | 64,882 | 3,788 | 215,406 | ||||||||||||||||||
US Government agency | 345 | 48,529 | 256 | 11,880 | 601 | 60,409 | ||||||||||||||||||
Private label | — | 7 | 5 | 134 | 5 | 141 | ||||||||||||||||||
Obligations of states and political subdivisions thereof | 89 | 8,838 | 1,222 | 31,570 | 1,311 | 40,408 | ||||||||||||||||||
Corporate bonds | 2 | 3,038 | — | — | 2 | 3,038 | ||||||||||||||||||
Total securities available for sale | $ | 1,995 | $ | 210,936 | $ | 3,712 | $ | 108,466 | $ | 5,707 | $ | 319,402 | ||||||||||||
December 31, 2016 | ||||||||||||||||||||||||
Securities available for sale | ||||||||||||||||||||||||
Debt securities: | ||||||||||||||||||||||||
Obligations of US Government sponsored enterprises | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||
Mortgage-backed securities: | ||||||||||||||||||||||||
US Government-sponsored enterprises | 4,369 | 197,914 | 496 | 10,120 | 4,865 | 208,034 | ||||||||||||||||||
US Government agency | 472 | 36,941 | 141 | 4,263 | 613 | 41,204 | ||||||||||||||||||
Private label | — | 107 | 11 | 312 | 11 | 419 | ||||||||||||||||||
Obligations of states and political subdivisions thereof | 3,252 | 76,803 | 155 | 3,916 | 3,407 | 80,719 | ||||||||||||||||||
Corporate bonds | — | — | — | — | — | — | ||||||||||||||||||
Total securities available for sale | $ | 8,093 | $ | 311,765 | $ | 803 | $ | 18,611 | $ | 8,896 | $ | 330,376 |
| | | | | | | | | | | | | | | | | | |
| | Less Than Twelve Months | | Over Twelve Months | | Total | ||||||||||||
| | Gross |
| | |
| Gross |
| | |
| Gross |
| | | |||
| | Unrealized | | Fair | | Unrealized | | Fair | | Unrealized | | Fair | ||||||
(In thousands) |
| Losses |
| Value |
| Losses |
| Value |
| Losses |
| Value | ||||||
March 31, 2020 |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Debt securities: |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Mortgage-backed securities: |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
US Government-sponsored enterprises | | $ | 165 | | $ | 9,548 | | $ | 452 | | $ | 6,608 | | $ | 617 | | $ | 16,156 |
US Government agency | |
| 180 | |
| 11,899 | |
| 11 | |
| 4,122 | |
| 191 | |
| 16,021 |
Private label | |
| 10 | |
| 124 | |
| 1,762 | |
| 18,234 | |
| 1,772 | |
| 18,358 |
Obligations of states and political subdivisions thereof | |
| 315 | |
| 17,862 | |
| — | |
| — | |
| 315 | |
| 17,862 |
Corporate bonds | |
| 3,831 | |
| 29,977 | |
| 920 | |
| 5,330 | |
| 4,751 | |
| 35,307 |
Total securities available for sale | | $ | 4,501 | | $ | 69,410 | | $ | 3,145 | | $ | 34,294 | | $ | 7,646 | | $ | 103,704 |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | Less Than Twelve Months | | Over Twelve Months | | Total | ||||||||||||
|
| Gross |
| | |
| Gross |
| | |
| Gross |
| | | |||
| | Unrealized | | Fair | | Unrealized | | Fair | | Unrealized | | Fair | ||||||
(In thousands) | | Losses | | Value | | Losses | | Value | | Losses | | Value | ||||||
December 31, 2019 |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Debt securities: |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Mortgage-backed securities: |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
US Government-sponsored enterprises | | $ | 1,074 | | $ | 43,429 | | $ | 1,006 | | $ | 49,712 | | $ | 2,080 | | $ | 93,141 |
US Government agency | |
| 432 | |
| 19,717 | |
| 115 | |
| 9,120 | |
| 547 | |
| 28,837 |
Private label | |
| 380 | |
| 9,843 | |
| 367 | |
| 9,411 | |
| 747 | |
| 19,254 |
Obligations of states and political subdivisions thereof | |
| 137 | |
| 29,355 | |
| 131 | |
| 1,682 | |
| 268 | |
| 31,037 |
Corporate bonds | |
| 142 | |
| 9,888 | |
| 79 | |
| 12,276 | |
| 221 | |
| 22,164 |
Total securities available for sale | | $ | 2,165 | | $ | 112,232 | | $ | 1,698 | | $ | 82,201 | | $ | 3,863 | | $ | 194,433 |
Securities Impairment:
As a part of the Company’s ongoing security monitoring process, the Company identifies securities in an unrealized loss position that could potentially be other-than-temporarily impaired. For the threeThree Months Ended September 30, | |||||||
2017 | 2016 | ||||||
Estimated credit losses as of June 30, | $ | 1,697 | $ | 1,697 | |||
Reductions for securities paid off during the period | — | — | |||||
Estimated credit losses at end of the period | $ | 1,697 | $ | 1,697 |
Nine Months Ended September 30, | |||||||
2017 | 2016 | ||||||
Estimated credit losses as of prior year-end, | $ | 1,697 | $ | 3,180 | |||
Reductions for securities paid off during the period | — | 1,483 | |||||
Estimated credit losses at end of the period | $ | 1,697 | $ | 1,697 |
The Company was a member offollowing table presents the Visa USA payment network and was issued Class B shareschanges in connection with the Visa Reorganization and the Visa Inc. initial public offering in March 2008. The Visa Class B shares are transferable only under limited circumstances until they can be converted into shares of the publicly traded class of Visa stock. This conversion cannot happen until the settlement of certain litigation, which is indemnifiedestimated credit losses recognized by Visa members. Since its initial public offering, Visa has funded a litigation reserve based upon a change in the conversion ratio of Visa Class B shares into Visa Class A shares. At its discretion, Visa may continue to increase the conversion rate in connection with any settlements in excess of amounts then in escrow for that purpose and reduce the conversion rate to the extent that it adds any funds to the escrow in the future. Based on the existing transfer restriction and the uncertainty of the litigation, the Company has recorded its Visa Class B shares on its statements of condition at zero value for all reportingthe periods since 2008. At September 30, 2017, the Company owned 11,623 of Visa Class B shares with a then current conversion ratio to Visa Class A shares of 1.648 (or 19,158 Visa Class A shares). Upon termination of the existing transfer restriction and settlement of the litigation, and to the extent that the Company continues to own such Visa Class B shares in the future, the Company expects to record its Visa Class B shares at fair value.
| | | | | | | |
| | Three Months Ended | | ||||
| | March 31, | | ||||
|
| 2020 |
| 2019 |
| ||
Estimated credit losses as of prior year-end | | $ | 1,697 | | $ | 1,697 | |
Reductions for securities paid off during the period | |
| — | |
| — | |
Estimated credit losses at end of the period | | $ | 1,697 | | $ | 1,697 | |
The Company expects to recover its amortized cost basis on all debt securities in its AFS portfolio. Furthermore, the Company does not intend to sell nor does it anticipate that it will be required to sell any of its securities in an unrealized loss position as of September 30, 2017,March 31, 2020, prior to this recovery. The Company’s ability and intent to hold these securities until recovery is supported by the Company’s strong capital and liquidity positions as well as its historically low portfolio turnover.
16
The following summarizes, by investment security type, the basis for the conclusion that the debt securities in an unrealized loss position within the Company’s AFS were not other-than-temporarily impaired at September 30, 2017:
US Government-sponsored enterprises
43 out of the total 789675 securities in the Company’s portfolios of AFS US Government sponsoredGovernment-sponsored enterprises were in unrealized loss positions. Aggregate unrealized losses represented 1.7%3.83% of the amortized cost of securities in unrealized loss positions.The Federal National Mortgage Association (“FNMA”)positions. The FNMA and Federal Home Loan Mortgage Corporation (“FHLMC”)FHLMC guarantee the contractual cash flows of all of the Company’s US
US Government agencies
22 out of the total 208179 securities in the Company’s portfolios of AFS US Government agency securities were in unrealized loss positions. Aggregate unrealized losses represented 1.0%1.18% of the amortized cost of securities in unrealized loss positions. The Government National Mortgage Association (“GNMA”) guarantees the contractual cash flows of all of the Company’s US governmentGovernment agency securities. The securities are investment grade rated and there were no material underlying credit downgrades during the quarter. All securities are performing.
Private label
12 of the total 2619 securities in the Company’s portfolio of AFS private-labelprivate label mortgage-backed securities were in unrealized loss positions. Aggregate unrealized losses represented 3.3%8.80% of the amortized cost of securities in unrealized loss positions. Based upon the foregoing considerations, and the expectation that the Company will receive all of the future contractual cash flows related to the amortized cost on these securities, the Company does not consider there to be any additional other-than-temporary impairment with respect to these securities.
Obligations of states and political subdivisions thereof
10 of the total 262210 securities in the Company’s portfolio of AFS municipal bonds and obligations were in unrealized loss positions. Aggregate unrealized losses represented 3.1%0.91% of the amortized cost of securities in unrealized loss positions. The Company continually monitors the municipal bond sector of the market carefully and periodically evaluates the appropriate level of exposure to the market. At this time, the Company feels the bonds in this portfolio carry minimal risk of default and the Company is appropriately compensated for thatthe risk. There were no material underlying credit downgrades during the quarter. All securities are performing.
Corporate bonds
12 out of 12the total 27 securities in the Company’s portfolio of AFS corporate bonds were in an unrealized loss position. The aggregate unrealized loss represents 0.1%12.13% of the amortized cost of bonds in unrealized loss positions. The Company reviews the financial strength of all of these bonds and has concluded that the amortized cost remains supported by the expected future cash flows of these securities.
17
The Company’s loan portfolio is comprised of the following segments: commercial real estate, commercial and industrial, residential real estate, and consumer loans. Commercial real estate loans includes single andinclude multi-family, commercial construction and land development, and other commercial real estate classes. Commercial and industrial loans includesinclude loans to commercial businesses,and agricultural and other loans to farmers,businesses and tax exempt loans.entities. Residential real estate loans consistsconsist of mortgages for 1 to 41-to-4 family housing. Consumer loans include home equity loans, indirect auto and other installment lending.
The Company’s lending activities are principally conducted in Maine, New Hampshire, and Vermont.
Total loans include business activity loans and acquired loans. Acquired loans are those loans previously acquired from Lake Sunapee Bank Group.other institutions. The following is a summary of total loans:
September 30, 2017 | December 31, 2016 | |||||||||||||||||||||||
(In thousands) | Business Activities Loans | Acquired Loans | Total | Business Activities Loans | Acquired Loans | Total | ||||||||||||||||||
Commercial Real Estate: | ||||||||||||||||||||||||
Construction and land development | $ | 33,692 | $ | 15,593 | $ | 49,285 | $ | 14,695 | $ | — | $ | 14,695 | ||||||||||||
Other commercial real estate | 455,847 | 288,440 | 744,287 | 403,424 | — | 403,424 | ||||||||||||||||||
Total Commercial Real Estate: | 489,539 | 304,033 | 793,572 | 418,119 | — | 418,119 | ||||||||||||||||||
Commercial and Industrial: | ||||||||||||||||||||||||
Other Commercial | 172,186 | 68,090 | 240,276 | 103,586 | — | 103,586 | ||||||||||||||||||
Agricultural and other loans to farmers | 30,483 | — | 30,483 | 31,808 | — | 31,808 | ||||||||||||||||||
Tax exempt | 40,776 | 45,537 | 86,313 | 15,846 | — | 15,846 | ||||||||||||||||||
Total Commercial and Industrial: | 243,445 | 113,627 | 357,072 | 151,240 | — | 151,240 | ||||||||||||||||||
Total Commercial Loans: | 732,984 | 417,660 | 1,150,644 | 569,359 | — | 569,359 | ||||||||||||||||||
Residential Real Estate: | ||||||||||||||||||||||||
Residential mortgages | 568,277 | 584,351 | 1,152,628 | 506,612 | — | 506,612 | ||||||||||||||||||
Total Residential Real Estate: | 568,277 | 584,351 | 1,152,628 | 506,612 | — | 506,612 | ||||||||||||||||||
Consumer: | ||||||||||||||||||||||||
Home equity | 50,610 | 64,695 | 115,305 | 46,921 | �� | 46,921 | ||||||||||||||||||
Other consumer | 7,645 | 2,640 | 10,285 | 6,172 | — | 6,172 | ||||||||||||||||||
Total Consumer: | 58,255 | 67,335 | 125,590 | 53,093 | — | 53,093 | ||||||||||||||||||
Total Loans: | $ | 1,359,516 | $ | 1,069,346 | $ | 2,428,862 | $ | 1,129,064 | $ | — | $ | 1,129,064 |
| | | | | | | | | | | | | | | | | | |
| | March 31, 2020 | | December 31, 2019 | ||||||||||||||
| | Business | | | | | | | | Business | | | | | | | ||
| | Activities | | Acquired | | | | | Activities | | Acquired | | | | ||||
(in thousands) |
| Loans |
| Loans |
| Total |
| Loans |
| Loans |
| Total | ||||||
Commercial real estate: |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Construction and land development | | $ | 49,157 | | $ | 2,422 | | $ | 51,579 | | $ | 31,387 | | $ | 2,903 | | $ | 34,290 |
Other commercial real estate | |
| 680,578 | |
| 216,021 | |
| 896,599 | |
| 666,051 | |
| 230,320 | |
| 896,371 |
Total commercial real estate | |
| 729,735 | |
| 218,443 | |
| 948,178 | |
| 697,438 | |
| 233,223 | |
| 930,661 |
| | | | | | | | | | | | | | | | | | |
Commercial and industrial: | |
|
| |
|
| |
| | |
|
| |
|
| |
| |
Commercial | |
| 288,082 | |
| 52,713 | |
| 340,795 | |
| 239,692 | |
| 59,072 | |
| 298,764 |
Agricultural | |
| 18,597 | |
| 200 | |
| 18,797 | |
| 20,018 | |
| 206 | |
| 20,224 |
Tax exempt | |
| 55,694 | |
| 11,071 | |
| 66,765 | |
| 66,860 | |
| 37,443 | |
| 104,303 |
Total commercial and industrial | |
| 362,373 | |
| 63,984 | |
| 426,357 | |
| 326,570 | |
| 96,721 | |
| 423,291 |
| | | | | | | | | | | | | | | | | | |
Total commercial loans | |
| 1,092,108 | |
| 282,427 | |
| 1,374,535 | |
| 1,024,008 | |
| 329,944 | |
| 1,353,952 |
| | | | | | | | | | | | | | | | | | |
Residential real estate: | |
|
| |
|
| |
| | |
|
| |
|
| |
| |
Residential mortgages | |
| 742,710 | |
| 389,618 | |
| 1,132,328 | |
| 740,687 | |
| 411,170 | |
| 1,151,857 |
Total residential real estate | |
| 742,710 | |
| 389,618 | |
| 1,132,328 | |
| 740,687 | |
| 411,170 | |
| 1,151,857 |
| | | | | | | | | | | | | | | | | | |
Consumer: | |
|
| |
|
| |
| | |
|
| |
|
| |
| |
Home equity | |
| 64,514 | |
| 53,030 | |
| 117,544 | |
| 59,368 | |
| 63,033 | |
| 122,401 |
Other consumer | |
| 9,226 | |
| 1,350 | |
| 10,576 | |
| 11,167 | |
| 1,715 | |
| 12,882 |
Total consumer | |
| 73,740 | |
| 54,380 | |
| 128,120 | |
| 70,535 | |
| 64,748 | |
| 135,283 |
| | | | | | | | | | | | | | | | | | |
Total loans | | $ | 1,908,558 | | $ | 726,425 | | $ | 2,634,983 | | $ | 1,835,230 | | $ | 805,862 | | $ | 2,641,092 |
The carrying amount of the acquired loans at September 30, 2017March 31, 2020 totaled $1.069 billion.$726.4 million. A subset of these loans was determined to have evidence of credit deterioration at acquisition date, which is accounted for in accordance with ASC 310-30.310-30, Accounting for Certain Loans or Debt Securities Acquired in a Transfer. These purchased credit-impaired loans presently maintain a carrying value of $14.4$15.2 million (and atotal note balancebalances of $19.5$19.3 million). These loans are evaluated for impairment through the periodic reforecasting of expected cash flows. LoansAcquired loans considered not impaired at the acquisition date had a carrying amount of $1.055 billion.$711.2 million as of March 31, 2020.
18
The following table summarizes activity in the accretable yield for the acquired loan portfolio that falls under the purview of ASC 310-30,
Accounting for Certain Loans or Debt Securities Acquired in a Transfer:Three Months Ended September 30, | ||||||||
(In thousands) | 2017 | 2016 | ||||||
Balance at beginning of period | $ | 4,567 | $ | — | ||||
Acquisitions | — | — | ||||||
Reclassification from nonaccretable difference for loans with improved cash flows | 513 | — | ||||||
Accretion | (423 | ) | — | |||||
Balance at end of period | $ | 4,657 | $ | — |
Nine Months Ended September 30, | ||||||||
(In thousands) | 2017 | 2016 | ||||||
Balance at beginning of period | $ | — | $ | — | ||||
Acquisitions | 3,398 | — | ||||||
Reclassification from nonaccretable difference for loans with improved cash flows | 2,257 | — | ||||||
Accretion | (998 | ) | — | |||||
Balance at end of period | $ | 4,657 | $ | — |
| | | | | | |
| | Three Months Ended March 31, | ||||
(in thousands) |
| 2020 |
| 2019 | ||
Balance at beginning of period | | $ | 7,367 | | $ | 3,509 |
Reclassification from nonaccretable difference for loans with improved cash flows | |
| — | |
| 2,031 |
Accretion | |
| (528) | |
| (1,063) |
Balance at end of period | | $ | 6,839 | | $ | 4,477 |
The following is a summary of past due loans at September 30, 2017March 31, 2020 and December 31, 2016:
Business Activities Loans
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | 90 Days or | | | | | | | | | | | Past Due > | ||
|
| 30-59 Days |
| 60-89 Days |
| Greater |
| Total Past |
| | |
| | |
| 90 days and | |||||
(in thousands) | | Past Due | | Past Due | | Past Due | | Due | | Current | | Total Loans | | Accruing | |||||||
March 31, 2020 |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Commercial real estate: |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Construction and land development | | $ | 142 | | $ | — | | $ | 276 | | $ | 418 | | $ | 48,739 | | $ | 49,157 | | $ | — |
Other commercial real estate | |
| 1,521 | |
| 533 | |
| 1,010 | |
| 3,064 | |
| 677,514 | |
| 680,578 | |
| — |
Total commercial real estate | |
| 1,663 | |
| 533 | |
| 1,286 | |
| 3,482 | |
| 726,253 | |
| 729,735 | |
| — |
| | | | | | | | | | | | | | | | | | | | | |
Commercial and industrial: | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Commercial | |
| 1,108 | |
| 1,515 | |
| 1,251 | |
| 3,874 | |
| 284,208 | |
| 288,082 | |
| 381 |
Agricultural | |
| 38 | |
| — | |
| 169 | |
| 207 | |
| 18,390 | |
| 18,597 | |
| 51 |
Tax exempt | |
| — | |
| — | |
| — | |
| — | |
| 55,694 | |
| 55,694 | |
| — |
Total commercial and industrial | |
| 1,146 | |
| 1,515 | |
| 1,420 | |
| 4,081 | |
| 358,292 | |
| 362,373 | |
| 432 |
| | | | | | | | | | | | | | | | | | | | | |
Total commercial loans | |
| 2,809 | |
| 2,048 | |
| 2,706 | |
| 7,563 | |
| 1,084,545 | |
| 1,092,108 | |
| 432 |
| | | | | | | | | | | | | | | | | | | | | |
Residential real estate: | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Residential mortgages | |
| 8,824 | |
| 69 | |
| 1,207 | |
| 10,100 | |
| 732,610 | |
| 742,710 | |
| 293 |
Total residential real estate | |
| 8,824 | |
| 69 | |
| 1,207 | |
| 10,100 | |
| 732,610 | |
| 742,710 | |
| 293 |
| | | | | | | | | | | | | | | | | | | | | |
Consumer: | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Home equity | |
| 471 | |
| 20 | |
| 412 | |
| 903 | |
| 63,611 | |
| 64,514 | |
| 221 |
Other consumer | |
| 19 | |
| 5 | |
| 2 | |
| 26 | |
| 9,200 | |
| 9,226 | |
| — |
Total consumer | |
| 490 | |
| 25 | |
| 414 | |
| 929 | |
| 72,811 | |
| 73,740 | |
| 221 |
| | | | | | | | | | | | | | | | | | | | | |
Total loans | | $ | 12,123 | | $ | 2,142 | | $ | 4,327 | | $ | 18,592 | | $ | 1,889,966 | | $ | 1,908,558 | | $ | 946 |
19
Acquired Loans
| | | | | | | | | | | | | | | | | | | | | |
|
| | |
| | |
| 90 Days or |
| | |
| Acquired |
| | |
| Past Due > | |||
| | 30-59 Days | | 60-89 Days | | Greater | | Total Past | | Credit | | | | | 90 days and | ||||||
(in thousands) | | Past Due | | Past Due | | Past Due | | Due |
| Impaired | | Total Loans |
| Accruing | |||||||
March 31, 2020 |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Commercial real estate: |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Construction and land development | | $ | — | | $ | — | | $ | — | | $ | — | | $ | 245 | | $ | 2,422 | | $ | — |
Other commercial real estate | |
| 1,843 | |
| 256 | |
| 1,024 | |
| 3,123 | |
| 7,275 | |
| 216,021 | |
| 737 |
Total commercial real estate | |
| 1,843 | |
| 256 | |
| 1,024 | |
| 3,123 | |
| 7,520 | |
| 218,443 | |
| 737 |
| | | | | | | | | | | | | | | | | | | | | |
Commercial and industrial: | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Commercial | |
| 97 | |
| — | |
| — | |
| 97 | |
| 1,752 | |
| 52,713 | |
| — |
Agricultural | |
| — | |
| — | |
| — | |
| — | |
| 200 | |
| 200 | |
| — |
Tax exempt | |
| — | |
| — | |
| — | |
| — | |
| — | |
| 11,071 | |
| — |
Total commercial and industrial | |
| 97 | |
| — | |
| — | |
| 97 | |
| 1,952 | |
| 63,984 | |
| — |
| | | | | | | | | | | | | | | | | | | | | |
Total commercial loans | |
| 1,940 | |
| 256 | |
| 1,024 | |
| 3,220 | |
| 9,472 | |
| 282,427 | |
| 737 |
| | | | | | | | | | | | | | | | | | | | | |
Residential real estate: | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Residential mortgages | |
| 5,043 | |
| 99 | |
| 834 | |
| 5,976 | |
| 4,856 | |
| 389,618 | |
| 401 |
Total residential real estate | |
| 5,043 | |
| 99 | |
| 834 | |
| 5,976 | |
| 4,856 | |
| 389,618 | |
| 401 |
| | | | | | | | | | | | | | | | | | | | | |
Consumer: | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Home equity | |
| 626 | |
| — | |
| 199 | |
| 825 | |
| 789 | |
| 53,030 | |
| 43 |
Other consumer | |
| 1 | |
| — | |
| — | |
| 1 | |
| 58 | |
| 1,350 | |
| — |
Total consumer | |
| 627 | |
| — | |
| 199 | |
| 826 | |
| 847 | |
| 54,380 | |
| 43 |
| | | | | | | | | | | | | | | | | | | | | |
Total loans | | $ | 7,610 | | $ | 355 | | $ | 2,057 | | $ | 10,022 | | $ | 15,175 | | $ | 726,425 | | $ | 1,181 |
20
(in thousands) | 30-59 Days Past Due | 60-89 Days Past Due | 90 Days or Greater Past Due | Total Past Due | Current | Total Loans | Past Due > 90 days and Accruing | |||||||||||||||||||||
September 30, 2017 | ||||||||||||||||||||||||||||
Commercial Real Estate: | ||||||||||||||||||||||||||||
Construction and land development | $ | — | $ | — | $ | 637 | $ | 637 | $ | 33,055 | $ | 33,692 | $ | — | ||||||||||||||
Other commercial real estate | 407 | 121 | 702 | 1,230 | 454,617 | 455,847 | — | |||||||||||||||||||||
Total Commercial Real Estate: | 407 | 121 | 1,339 | 1,867 | 487,672 | 489,539 | — | |||||||||||||||||||||
Commercial and Industrial: | ||||||||||||||||||||||||||||
Other Commercial | 401 | 150 | 159 | 710 | 171,476 | 172,186 | — | |||||||||||||||||||||
Agricultural and other loans to farmers | 600 | 90 | 10 | 700 | 29,783 | 30,483 | — | |||||||||||||||||||||
Tax exempt | — | — | — | — | 40,776 | 40,776 | — | |||||||||||||||||||||
Total Commercial and Industrial: | 1,001 | 240 | 169 | 1,410 | 242,035 | 243,445 | — | |||||||||||||||||||||
Total Commercial Loans: | 1,408 | 361 | 1,508 | 3,277 | 729,707 | 732,984 | — | |||||||||||||||||||||
Residential Real Estate: | ||||||||||||||||||||||||||||
Residential mortgages | 2,904 | 172 | 1,260 | 4,336 | 563,941 | 568,277 | — | |||||||||||||||||||||
Total Residential Real Estate: | 2,904 | 172 | 1,260 | 4,336 | 563,941 | 568,277 | — | |||||||||||||||||||||
Consumer: | ||||||||||||||||||||||||||||
Home equity | 306 | 25 | 100 | 431 | 50,179 | 50,610 | — | |||||||||||||||||||||
Other consumer | 60 | 21 | 26 | 107 | 7,538 | 7,645 | — | |||||||||||||||||||||
Total Consumer: | 366 | 46 | 126 | 538 | 57,717 | 58,255 | — | |||||||||||||||||||||
— | ||||||||||||||||||||||||||||
Total Loans: | $ | 4,678 | $ | 579 | $ | 2,894 | $ | 8,151 | $ | 1,351,365 | $ | 1,359,516 | $ | — |
Business Activities Loans
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | 90 Days or | | | | | | | | | | Past Due > | |||||
|
| 30-59 Days |
| 60-89 Days |
| Greater |
| Total Past |
| | |
| | |
| 90 days and | |||||
(in thousands) | | Past Due | | Past Due | | Past Due | | Due | | Current | | Total Loans | | Accruing | |||||||
December 31, 2019 |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Commercial real estate: |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Construction and land development | | $ | 205 | | $ | 53 | | $ | — | | $ | 258 | | $ | 31,129 | | $ | 31,387 | | $ | — |
Other commercial real estate | |
| 40 | |
| 1,534 | |
| 1,810 | |
| 3,384 | |
| 662,667 | |
| 666,051 | |
| — |
Total commercial real estate | |
| 245 | |
| 1,587 | |
| 1,810 | |
| 3,642 | |
| 693,796 | |
| 697,438 | |
| — |
| | | | | | | | | | | | | | | | | | | | | |
Commercial and industrial: | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Commercial | |
| 452 | |
| 50 | |
| 894 | |
| 1,396 | |
| 238,296 | |
| 239,692 | |
| — |
Agricultural | |
| 62 | |
| 34 | |
| 96 | |
| 192 | |
| 19,826 | |
| 20,018 | |
| — |
Tax exempt | |
| — | |
| — | |
| — | |
| — | |
| 66,860 | |
| 66,860 | |
| — |
Total commercial and industrial | |
| 514 | |
| 84 | |
| 990 | |
| 1,588 | |
| 324,982 | |
| 326,570 | |
| — |
| | | | | | | | | | | | | | | | | | | | | |
Total commercial loans | |
| 759 | |
| 1,671 | |
| 2,800 | |
| 5,230 | |
| 1,018,778 | |
| 1,024,008 | |
| — |
| | | | | | | | | | | | | | | | | | | | | |
Residential real estate: | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Residential mortgages | |
| 7,293 | |
| 1,243 | |
| 668 | |
| 9,204 | |
| 731,483 | |
| 740,687 | |
| — |
Total residential real estate | |
| 7,293 | |
| 1,243 | |
| 668 | |
| 9,204 | |
| 731,483 | |
| 740,687 | |
| — |
| | | | | | | | | | | | | | | | | | | | | |
Consumer: | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Home equity | |
| 597 | |
| 43 | |
| 429 | |
| 1,069 | |
| 58,299 | |
| 59,368 | |
| 50 |
Other consumer | |
| 36 | |
| 12 | |
| — | |
| 48 | |
| 11,119 | |
| 11,167 | |
| — |
Total consumer | |
| 633 | |
| 55 | |
| 429 | |
| 1,117 | |
| 69,418 | |
| 70,535 | |
| 50 |
| | | | | | | | | | | | | | | | | | | | | |
Total loans | | $ | 8,685 | | $ | 2,969 | | $ | 3,897 | | $ | 15,551 | | $ | 1,819,679 | | $ | 1,835,230 | | $ | 50 |
21
(in thousands) | 30-59 Days Past Due | 60-89 Days Past Due | 90 Days or Greater Past Due | Total Past Due | Current | Total Loans | Past Due > 90 days and Accruing | |||||||||||||||||||||
December 31, 2016 | ||||||||||||||||||||||||||||
Commercial Real Estate: | ||||||||||||||||||||||||||||
Construction and land development | $ | — | $ | — | $ | — | $ | — | $ | 14,695 | $ | 14,695 | $ | — | ||||||||||||||
Other commercial real estate | 195 | 554 | 1,665 | 2,414 | 401,010 | 403,424 | — | |||||||||||||||||||||
Total Commercial Real Estate: | 195 | 554 | 1,665 | 2,414 | 415,705 | 418,119 | — | |||||||||||||||||||||
Commercial and Industrial: | ||||||||||||||||||||||||||||
Other Commercial | 61 | 45 | 201 | 307 | 103,279 | 103,586 | — | |||||||||||||||||||||
Agricultural and other loans to farmers | 231 | — | — | 231 | 31,577 | 31,808 | — | |||||||||||||||||||||
Tax exempt | — | — | — | — | 15,846 | 15,846 | — | |||||||||||||||||||||
Total Commercial and Industrial: | 292 | 45 | 201 | 538 | 150,702 | 151,240 | — | |||||||||||||||||||||
Total Commercial Loans: | 487 | 599 | 1,866 | 2,952 | 566,407 | 569,359 | — | |||||||||||||||||||||
Residential Real Estate: | ||||||||||||||||||||||||||||
Residential mortgages | 4,484 | 429 | 938 | 5,851 | 500,761 | 506,612 | — | |||||||||||||||||||||
Total Residential Real Estate: | 4,484 | 429 | 938 | 5,851 | 500,761 | 506,612 | — | |||||||||||||||||||||
Consumer: | ||||||||||||||||||||||||||||
Home equity | — | — | 15 | 15 | 46,906 | 46,921 | — | |||||||||||||||||||||
Other consumer | 103 | 1 | 6 | 110 | 6,062 | 6,172 | — | |||||||||||||||||||||
Total Consumer: | 103 | 1 | 21 | 125 | 52,968 | 53,093 | — | |||||||||||||||||||||
— | ||||||||||||||||||||||||||||
Total Loans: | $ | 5,074 | $ | 1,029 | $ | 2,825 | $ | 8,928 | $ | 1,120,136 | $ | 1,129,064 | $ | — |
Acquired Loans
| | | | | | | | | | | | | | | | | | | | | |
|
| | |
| | |
| 90 Days or |
| | |
| Acquired |
| | |
| Past Due > | |||
| | 30-59 Days | | 60-89 Days | | Greater | | Total Past | | Credit | | | | | 90 days and | ||||||
(in thousands) | | Past Due | | Past Due | | Past Due | | Due | | Impaired | | Total Loans | | Accruing | |||||||
December 31, 2019 |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Commercial real estate: |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Construction and land development | | $ | — | | $ | 12 | | $ | — | | $ | 12 | | $ | 384 | | $ | 2,903 | | $ | — |
Other commercial real estate | |
| 2,029 | |
| 245 | |
| 231 | |
| 2,505 | |
| 8,289 | |
| 230,320 | |
| — |
Total commercial real estate | |
| 2,029 | |
| 257 | |
| 231 | |
| 2,517 | |
| 8,673 | |
| 233,223 | |
| — |
| | | | | | | | | | | | | | | | | | | | | |
Commercial and industrial: | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Commercial | |
| 440 | |
| 335 | |
| 140 | |
| 915 | |
| 2,723 | |
| 59,072 | |
| — |
Agricultural | |
| — | |
| — | |
| — | |
| — | |
| 173 | |
| 206 | |
| — |
Tax exempt | |
| — | |
| — | |
| — | |
| — | |
| 36 | |
| 37,443 | |
| — |
Total commercial and industrial | |
| 440 | |
| 335 | |
| 140 | |
| 915 | |
| 2,932 | |
| 96,721 | |
| — |
| | | | | | | | | | | | | | | | | | | | | |
Total commercial loans | |
| 2,469 | |
| 592 | |
| 371 | |
| 3,432 | |
| 11,605 | |
| 329,944 | |
| — |
| | | | | | | | | | | | | | | | | | | | | |
Residential real estate: | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Residential mortgages | |
| 3,185 | |
| 864 | |
| 1,015 | |
| 5,064 | |
| 5,591 | |
| 411,170 | |
| — |
Total residential real estate | |
| 3,185 | |
| 864 | |
| 1,015 | |
| 5,064 | |
| 5,591 | |
| 411,170 | |
| — |
| | | | | | | | | | | | | | | | | | | | | |
Consumer: | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Home equity | |
| 208 | |
| 548 | |
| 217 | |
| 973 | |
| 1,291 | |
| 63,033 | |
| 217 |
Other consumer | |
| 2 | |
| 9 | |
| — | |
| 11 | |
| 66 | |
| 1,715 | |
| — |
Total consumer | |
| 210 | |
| 557 | |
| 217 | |
| 984 | |
| 1,357 | |
| 64,748 | |
| 217 |
| | | | | | | | | | | | | | | | | | | | | |
Total loans | | $ | 5,864 | | $ | 2,013 | | $ | 1,603 | | $ | 9,480 | | $ | 18,553 | | $ | 805,862 | | $ | 217 |
22
(in thousands) | 30-59 Days Past Due | 60-89 Days Past Due | 90 Days or Greater Past Due | Total Past Due | Acquired Credit Impaired | Total Loans | Past Due > 90 days and Accruing | |||||||||||||||||||||
September 30, 2017 | ||||||||||||||||||||||||||||
Commercial Real Estate: | ||||||||||||||||||||||||||||
Construction and land development | $ | 20 | $ | 10 | $ | — | $ | 30 | $ | 258 | $ | 15,593 | $ | — | ||||||||||||||
Other commercial real estate | 314 | 25 | 591 | 930 | 9,760 | 288,440 | — | |||||||||||||||||||||
Total Commercial Real Estate: | 334 | 35 | 591 | 960 | 10,018 | 304,033 | — | |||||||||||||||||||||
Commercial and Industrial: | ||||||||||||||||||||||||||||
Other Commercial | 396 | 144 | — | 540 | 917 | 68,090 | 163 | |||||||||||||||||||||
Agricultural and other loans to farmers | — | — | — | — | — | — | — | |||||||||||||||||||||
Tax exempt | — | — | — | — | — | 45,537 | — | |||||||||||||||||||||
Total Commercial and Industrial: | 396 | 144 | — | 540 | 917 | 113,627 | 163 | |||||||||||||||||||||
Total Commercial Loans: | 730 | 179 | 591 | 1,500 | 10,935 | 417,660 | 163 | |||||||||||||||||||||
Residential Real Estate: | ||||||||||||||||||||||||||||
Residential mortgages | 1,089 | 13 | 868 | 1,970 | 3,398 | 584,351 | — | |||||||||||||||||||||
Total Residential Real Estate: | 1,089 | 13 | 868 | 1,970 | 3,398 | 584,351 | — | |||||||||||||||||||||
Consumer: | ||||||||||||||||||||||||||||
Home equity | 388 | 155 | 193 | 736 | 40 | 64,695 | — | |||||||||||||||||||||
Other consumer | 12 | 144 | 49 | 205 | 3 | 2,640 | — | |||||||||||||||||||||
Total Consumer: | 400 | 299 | 242 | 941 | 43 | 67,335 | — | |||||||||||||||||||||
— | ||||||||||||||||||||||||||||
Total Loans: | $ | 2,219 | $ | 491 | $ | 1,701 | $ | 4,411 | $ | 14,376 | $ | 1,069,346 | $ | 163 |
The following is summary information pertaining to non-accrual loans at September 30, 2017March 31, 2020 and December 31, 2016:
September 30, 2017 | December 31, 2016 | |||||||||||||||||||||||
(In thousands) | Business Activities Loans | Acquired Loans | Total | Business Activities Loans | Acquired Loans | Total | ||||||||||||||||||
Commercial Real Estate: | ||||||||||||||||||||||||
Construction and land development | $ | 637 | $ | — | $ | 637 | $ | — | $ | — | $ | — | ||||||||||||
Other commercial real estate | 1,238 | 591 | 1,829 | 2,564 | — | 2,564 | ||||||||||||||||||
Total Commercial Real Estate: | 1,875 | 591 | 2,466 | 2,564 | — | 2,564 | ||||||||||||||||||
Commercial and Industrial: | ||||||||||||||||||||||||
Other Commercial | 183 | — | 183 | 284 | — | 284 | ||||||||||||||||||
Agricultural and other loans to farmers | 53 | — | 53 | 31 | — | 31 | ||||||||||||||||||
Tax exempt | — | — | — | — | — | — | ||||||||||||||||||
Total Commercial and Industrial: | 236 | — | 236 | 315 | — | 315 | ||||||||||||||||||
Total Commercial Loans: | 2,111 | 591 | 2,702 | 2,879 | — | 2,879 | ||||||||||||||||||
Residential Real Estate: | ||||||||||||||||||||||||
Residential mortgages | 2,751 | 868 | 3,619 | 3,419 | — | 3,419 | ||||||||||||||||||
Total Residential Real Estate: | 2,751 | 868 | 3,619 | 3,419 | — | 3,419 | ||||||||||||||||||
Consumer: | ||||||||||||||||||||||||
Home equity | 151 | 193 | 344 | 90 | — | 90 | ||||||||||||||||||
Other consumer | 103 | 49 | 152 | 108 | — | 108 | ||||||||||||||||||
Total Consumer: | 254 | 242 | 496 | 198 | — | 198 | ||||||||||||||||||
Total Loans: | $ | 5,116 | $ | 1,701 | $ | 6,817 | $ | 6,496 | $ | — | $ | 6,496 |
| | | | | | | | | | | | | | | | | | |
| | March 31, 2020 | | December 31, 2019 | ||||||||||||||
|
| Business |
| | |
| | |
| Business |
| | |
| | | ||
| | Activities | | Acquired | | | | | Activities | | Acquired | | | | ||||
(in thousands) |
| Loans |
| Loans | | Total |
| Loans |
| Loans | | Total | ||||||
Commercial real estate: |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Construction and land development | | $ | 276 | | $ | — | | $ | 276 | | $ | 258 | | $ | — | | $ | 258 |
Other commercial real estate | |
| 1,664 | |
| 287 | |
| 1,951 | |
| 2,888 | |
| 343 | |
| 3,231 |
Total commercial real estate | |
| 1,940 | |
| 287 | |
| 2,227 | |
| 3,146 | |
| 343 | |
| 3,489 |
| | | | | | | | | | | | | | | | | | |
Commercial and industrial: | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Commercial | |
| 1,282 | |
| 89 | |
| 1,371 | |
| 932 | |
| 626 | |
| 1,558 |
Agricultural | |
| 625 | |
| — | |
| 625 | |
| 278 | |
| — | |
| 278 |
Tax exempt | |
| — | |
| — | |
| — | |
| — | |
| — | |
| — |
Total commercial and industrial | |
| 1,907 | |
| 89 | |
| 1,996 | |
| 1,210 | |
| 626 | |
| 1,836 |
| | | | | | | | | | | | | | | | | | |
Total commercial loans | |
| 3,847 | |
| 376 | |
| 4,223 | |
| 4,356 | |
| 969 | |
| 5,325 |
| | | | | | | | | | | | | | | | | | |
Residential real estate: | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Residential mortgages | |
| 4,077 | |
| 1,012 | |
| 5,089 | |
| 3,362 | |
| 1,973 | |
| 5,335 |
Total residential real estate | |
| 4,077 | |
| 1,012 | |
| 5,089 | |
| 3,362 | |
| 1,973 | |
| 5,335 |
| | | | | | | | | | | | | | | | | | |
Consumer: | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Home equity | |
| 440 | |
| 284 | |
| 724 | |
| 615 | |
| 254 | |
| 869 |
Other consumer | |
| 20 | |
| — | |
| 20 | |
| 21 | |
| — | |
| 21 |
Total consumer | |
| 460 | |
| 284 | |
| 744 | |
| 636 | |
| 254 | |
| 890 |
| | | | | | | | | | | | | | | | | | |
Total loans | | $ | 8,384 | | $ | 1,672 | | $ | 10,056 | | $ | 8,354 | | $ | 3,196 | | $ | 11,550 |
Loans evaluated for impairment as of September 30, 2017March 31, 2020 and December 31, 2016 were2019 are, as follows:
Business Activities Loans
| | | | | | | | | | | | | | | |
| | Commercial | | Commercial | | Residential | | | | | | | |||
(in thousands) |
| real estate |
| and industrial |
| real estate |
| Consumer |
| Total | |||||
March 31, 2020 |
| |
|
| |
|
| |
|
| |
|
| |
|
Balance at end of period |
| |
|
| |
|
| |
|
| |
|
| |
|
Individually evaluated for impairment | | $ | 2,638 | | $ | 1,733 | | $ | 3,586 | | $ | 13 | | $ | 7,970 |
Collectively evaluated | |
| 727,097 | |
| 360,640 | |
| 739,124 | |
| 73,727 | |
| 1,900,588 |
Total | | $ | 729,735 | | $ | 362,373 | | $ | 742,710 | | $ | 73,740 | | $ | 1,908,558 |
Acquired Loans
| | | | | | | | | | | | | | | |
|
| Commercial |
| Commercial |
| Residential |
| | |
| | | |||
(in thousands) | | real estate | | and industrial | | real estate | | Consumer | | Total | |||||
March 31, 2020 |
| |
|
| |
|
| |
|
| |
|
| |
|
Balance at end of period |
| |
|
| |
|
| |
|
| |
|
| |
|
Individually evaluated for impairment | | $ | 70 | | $ | — | | $ | 296 | | $ | — | | $ | 366 |
Purchased credit impaired | |
| 7,520 | |
| 1,952 | |
| 4,856 | |
| 847 | |
| 15,175 |
Collectively evaluated | |
| 210,853 | |
| 62,032 | |
| 384,466 | |
| 53,533 | |
| 710,884 |
Total | | $ | 218,443 | | $ | 63,984 | | $ | 389,618 | | $ | 54,380 | | $ | 726,425 |
23
(In thousands) | Commercial real estate | Commercial and industrial | Residential real estate | Consumer | Total | |||||||||||||||
September 30, 2017 | ||||||||||||||||||||
Loans receivable: | ||||||||||||||||||||
Balance at end of period | ||||||||||||||||||||
Individually evaluated for impairment | $ | 2,585 | $ | 138 | $ | 1,744 | $ | 68 | $ | 4,535 | ||||||||||
Collectively evaluated | 486,954 | 243,307 | 566,533 | 58,187 | 1,354,981 | |||||||||||||||
Total | $ | 489,539 | $ | 243,445 | $ | 568,277 | $ | 58,255 | $ | 1,359,516 |
(In thousands) | Commercial real estate | Commercial and industrial | Residential real estate | Consumer | Total | |||||||||||||||
December 31, 2016 | ||||||||||||||||||||
Loans receivable: | ||||||||||||||||||||
Balance at end of period | ||||||||||||||||||||
Individually evaluated for impairment | $ | 4,481 | $ | 486 | $ | 1,709 | $ | 33 | $ | 6,709 | ||||||||||
Collectively evaluated | 413,638 | 150,754 | 504,903 | 53,060 | 1,122,355 | |||||||||||||||
Total | $ | 418,119 | $ | 151,240 | $ | 506,612 | $ | 53,093 | $ | 1,129,064 |
| | | | | | | | | | | | | | | |
|
| Commercial |
| Commercial |
| Residential |
| | |
| | | |||
(in thousands) | | real estate | | and industrial | | real estate | | Consumer | Total | ||||||
December 31, 2019 |
| |
|
| |
|
| |
|
| |
|
| |
|
Balance at end of period |
| |
|
| |
|
| |
|
| |
|
| |
|
Individually evaluated for impairment | | $ | 3,964 | | $ | 1,353 | | $ | 2,620 | | $ | 13 | | $ | 7,950 |
Collectively evaluated | |
| 693,474 | |
| 325,217 | |
| 738,067 | |
| 70,522 | |
| 1,827,280 |
Total | | $ | 697,438 | | $ | 326,570 | | $ | 740,687 | | $ | 70,535 | | $ | 1,835,230 |
Acquired Loans
(In thousands) | Commercial real estate | Commercial and industrial | Residential real estate | Consumer | Total | |||||||||||||||
September 30, 2017 | ||||||||||||||||||||
Loans receivable: | ||||||||||||||||||||
Balance at end of period | ||||||||||||||||||||
Individually evaluated for impairment | $ | 408 | $ | 470 | $ | 271 | $ | 156 | $ | 1,305 | ||||||||||
Purchased Credit Impaired | 10,018 | 917 | 3,398 | 43 | 14,376 | |||||||||||||||
Collectively evaluated | 293,607 | 112,240 | 580,682 | 67,136 | 1,053,665 | |||||||||||||||
Total | $ | 304,033 | $ | 113,627 | $ | 584,351 | $ | 67,335 | $ | 1,069,346 |
| | | | | | | | | | | | | | | |
|
| Commercial |
| Commercial |
| Residential |
| | |
| | | |||
(in thousands) | | real estate | | and industrial | | real estate | | Consumer | | Total | |||||
December 31, 2019 |
| |
|
| |
|
| |
|
| |
|
| |
|
Balance at end of period |
| |
|
| |
|
| |
|
| |
|
| |
|
Individually evaluated for impairment | | $ | 258 | | $ | 385 | | $ | 1,032 | | $ | — | | $ | 1,675 |
Purchased credit impaired | |
| 8,673 | |
| 2,932 | |
| 5,591 | |
| 1,357 | |
| 18,553 |
Collectively evaluated | |
| 224,292 | |
| 93,404 | |
| 404,547 | |
| 63,391 | |
| 785,634 |
Total | | $ | 233,223 | | $ | 96,721 | | $ | 411,170 | | $ | 64,748 | | $ | 805,862 |
The following is a summary of impaired loans at September 30, 2017March 31, 2020 and December 31, 2016:
Business Activities Loans
| | | | | | | | | |
| | March 31, 2020 | |||||||
|
| Recorded |
| Unpaid Principal |
| Related | |||
(in thousands) | | Investment |
| Balance | | Allowance | |||
With no related allowance: |
| |
|
| |
|
| |
|
Construction and land development | | $ | — | | $ | — | | $ | — |
Other commercial real estate | |
| 1,341 | |
| 2,060 | |
| — |
Commercial | |
| 1,075 | |
| 1,242 | |
| — |
Agricultural | |
| 67 | |
| 68 | |
| — |
Tax exempt loans | |
| — | |
| — | |
| — |
Residential real estate | |
| 2,603 | |
| 2,794 | |
| — |
Home equity | |
| — | |
| — | |
| — |
Other consumer | |
| — | |
| — | |
| — |
| | | | | | | | | |
With an allowance recorded: | |
|
| |
|
| |
|
|
Construction and land development | | | 265 | | | 266 | | | 213 |
Other commercial real estate | | | 1,032 | | | 1,082 | | | 462 |
Commercial | | | 230 | | | 236 | | | 47 |
Agricultural | | | 361 | | | 361 | | | 91 |
Tax exempt loans | | | — | | | — | | | — |
Residential real estate | | | 983 | | | 1,111 | | | 126 |
Home equity | | | 13 | | | 13 | | | — |
Other consumer | | | — | | | — | | | — |
| | | | | | | | | |
Total | | |
| | |
| | |
|
Commercial real estate | | | 2,638 | | | 3,408 | | | 675 |
Commercial and industrial | |
| 1,733 | |
| 1,907 | |
| 138 |
Residential real estate | |
| 3,586 | |
| 3,905 | |
| 126 |
Consumer | |
| 13 | |
| 13 | |
| — |
Total impaired loans | | $ | 7,970 | | $ | 9,233 | | $ | 939 |
24
Acquired Loans
| | | | | | | | | |
| | March 31, 2020 | |||||||
|
| Recorded |
| Unpaid Principal |
| Related | |||
(in thousands) | | Investment |
| Balance | | Allowance | |||
With no related allowance: |
| |
|
| |
|
| |
|
Construction and land development | | $ | — | | $ | — | | $ | — |
Other commercial real estate | |
| — | |
| — | |
| — |
Commercial | |
| — | |
| — | |
| — |
Agricultural | |
| — | |
| — | |
| — |
Tax exempt loans | |
| — | |
| — | |
| — |
Residential real estate | |
| 134 | |
| 308 | |
| — |
Home equity | |
| — | |
| — | |
| — |
Other consumer | |
| — | |
| — | |
| — |
| | | | | | | | | |
With an allowance recorded: | |
|
| |
|
| |
|
|
Construction and land development | | | — | | | — | | | — |
Other commercial real estate | | | 70 | | | 71 | | | 13 |
Commercial | | | — | | | — | | | — |
Agricultural | | | — | | | — | | | — |
Tax exempt loans | | | — | | | — | | | — |
Residential real estate | | | 162 | | | 185 | | | 14 |
Home equity | | | — | | | — | | | — |
Other consumer | | | — | | | — | | | — |
| | | | | | | | | |
Total | | |
| | |
| | |
|
Commercial real estate | | | 70 | | | 71 | | | 13 |
Commercial and industrial | |
| — | |
| — | |
| — |
Residential real estate | |
| 296 | |
| 493 | |
| 14 |
Consumer | |
| — | |
| — | |
| — |
Total impaired loans | | $ | 366 | | $ | 564 | | $ | 27 |
25
September 30, 2017 | ||||||||||||
(In thousands) | Recorded Investment | Unpaid Principal Balance | Related Allowance | |||||||||
With no related allowance: | ||||||||||||
Construction and land development | $ | — | $ | — | $ | — | ||||||
Commercial real estate other | 1,198 | 1,175 | — | |||||||||
Commercial other | 96 | 97 | — | |||||||||
Agricultural and other loans to farmers | — | — | — | |||||||||
Tax exempt loans | — | — | — | |||||||||
Residential real estate | 1,257 | 1,267 | — | |||||||||
Home equity | 13 | 13 | — | |||||||||
Consumer other | — | — | — | |||||||||
With an allowance recorded: | ||||||||||||
Construction and land development | $ | 637 | $ | 2,563 | $ | 59 | ||||||
Commercial real estate other | 750 | 808 | 331 | |||||||||
Commercial other | 42 | 42 | 2 | |||||||||
Agricultural and other loans to farmers | — | — | — | |||||||||
Tax exempt loans | — | — | — | |||||||||
Residential real estate | 487 | 487 | 44 | |||||||||
Home equity | 55 | 55 | 55 | |||||||||
Consumer other | — | — | — | |||||||||
Total | ||||||||||||
Commercial real estate | $ | 2,585 | $ | 4,546 | $ | 390 | ||||||
Commercial and industrial | 138 | 139 | 2 | |||||||||
Residential real estate | 1,744 | 1,754 | 44 | |||||||||
Consumer | 68 | 68 | 55 | |||||||||
Total impaired loans | $ | 4,535 | $ | 6,507 | $ | 491 |
September 30, 2017 | ||||||||||||
(In thousands) | Recorded Investment | Unpaid Principal Balance | Related Allowance | |||||||||
With no related allowance: | ||||||||||||
Construction and land development | $ | — | $ | — | $ | — | ||||||
Commercial real estate other | 108 | 107 | — | |||||||||
Commercial other | 470 | 483 | — | |||||||||
Agricultural and other loans to farmers | — | — | — | |||||||||
Tax exempt loans | — | — | — | |||||||||
Residential real estate | 271 | 278 | — | |||||||||
Home equity | 156 | 156 | — | |||||||||
Consumer other | — | — | — | |||||||||
With an allowance recorded: | ||||||||||||
Construction and land development | $ | — | $ | — | $ | — | ||||||
Commercial real estate other | 300 | 302 | 168 | |||||||||
Commercial other | — | — | — | |||||||||
Agricultural and other loans to farmers | — | — | — | |||||||||
Tax exempt loans | — | — | — | |||||||||
Residential real estate | — | — | — | |||||||||
Home equity | — | — | — | |||||||||
Consumer other | — | — | — | |||||||||
Total | ||||||||||||
Commercial real estate | $ | 408 | $ | 409 | $ | 168 | ||||||
Commercial and industrial | 470 | 483 | — | |||||||||
Residential real estate | 271 | 278 | — | |||||||||
Consumer | 156 | 156 | — | |||||||||
Total impaired loans | $ | 1,305 | $ | 1,326 | $ | 168 |
Business Activities Loans
| | | | | | | | | |
| | December 31, 2019 | |||||||
|
| Recorded |
| Unpaid Principal |
| Related | |||
(in thousands) |
| Investment |
| Balance |
| Allowance | |||
With no related allowance: |
| |
|
| |
|
| |
|
Construction and land development | | $ | — | | $ | — | | $ | — |
Other commercial real estate | |
| 1,911 | |
| 1,957 | |
| — |
Commercial | |
| 710 | |
| 773 | |
| — |
Agricultural | |
| 361 | |
| 261 | |
| — |
Tax exempt loans | |
| — | |
| — | |
| — |
Residential real estate | |
| 2,067 | |
| 2,227 | |
| — |
Home equity | |
| — | |
| — | |
| — |
Other consumer | |
| — | |
| — | |
| — |
| | | | | | | | | |
With an allowance recorded: | |
|
| |
|
| |
|
|
Construction and land development | | | 258 | | | 258 | | | 205 |
Other commercial real estate | | | 1,795 | | | 1,940 | | | 1,026 |
Commercial | | | 282 | | | 289 | | | 164 |
Agricultural | | | — | | | — | | | — |
Tax exempt loans | | | — | | | — | | | — |
Residential real estate | | | 553 | | | 590 | | | 57 |
Home equity | | | 13 | | | 13 | | | — |
Other consumer | | | — | | | — | | | — |
| | | | | | | | | |
Total | | |
| | |
| | |
|
Commercial real estate | | | 3,964 | | | 4,155 | | | 1,231 |
Commercial and industrial | |
| 1,353 | |
| 1,423 | | | 164 |
Residential real estate | |
| 2,620 | |
| 2,817 | |
| 57 |
Consumer | |
| 13 | |
| 13 | |
| — |
Total impaired loans | | $ | 7,950 | | $ | 8,408 | | $ | 1,452 |
26
Acquired Loans
| | | | | | | | | |
| | December 31, 2019 | |||||||
|
| Recorded |
| Unpaid Principal |
| Related | |||
(in thousands) |
| Investment |
| Balance |
| Allowance | |||
With no related allowance: |
| |
|
| |
|
| |
|
Construction and land development | | $ | — | | $ | — | | $ | — |
Other commercial real estate | |
| 90 | |
| 90 | |
| — |
Commercial | |
| 385 | |
| 481 | |
| — |
Agricultural | |
| — | |
| — | |
| — |
Tax exempt | |
| — | |
| — | |
| — |
Residential mortgages | |
| 678 | |
| 938 | |
| — |
Home equity | |
| — | |
| — | |
| — |
Other consumer | |
| — | |
| — | |
| — |
| | | | | | | | | |
With an allowance recorded: | |
|
| |
|
| |
|
|
Construction and land development | | | — | | | — | | | — |
Other commercial real estate | | | 168 | | | 168 | | | 12 |
Commercial | | | — | | | — | | | — |
Agricultural | | | — | | | — | | | — |
Tax exempt | | | — | | | — | | | — |
Residential mortgages | | | 354 | | | 376 | | | 49 |
Home equity | | | — | | | — | | | — |
Other consumer | | | — | | | — | | | — |
| �� | | | | | | | | |
Total | | |
| | |
| | |
|
Commercial real estate | | | 258 | | | 258 | | | 12 |
Commercial and industrial | |
| 385 | |
| 481 | |
| — |
Residential real estate | |
| 1,032 | |
| 1,314 | |
| 49 |
Consumer | |
| — | |
| — | |
| — |
Total impaired loans | | $ | 1,675 | | $ | 2,053 | | $ | 61 |
27
December 31, 2016 | ||||||||||||
(In thousands) | Recorded Investment | Unpaid Principal Balance | Related Allowance | |||||||||
With no related allowance: | ||||||||||||
Construction and land development | $ | — | $ | — | $ | — | ||||||
Commercial real estate other | 2,831 | 2,919 | — | |||||||||
Commercial other | 130 | 130 | — | |||||||||
Agricultural and other loans to farmers | 139 | 139 | — | |||||||||
Tax exempt loans | — | — | — | |||||||||
Residential real estate | 1,387 | 1,504 | — | |||||||||
Home equity | 16 | 16 | — | |||||||||
Consumer other | 2 | 2 | — | |||||||||
With an allowance recorded: | ||||||||||||
Construction and land development | $ | — | $ | — | $ | — | ||||||
Commercial real estate other | 1,650 | 3,575 | 193 | |||||||||
Commercial other | 217 | 367 | 173 | |||||||||
Agricultural and other loans to farmers | — | — | — | |||||||||
Tax exempt loans | — | — | — | |||||||||
Residential real estate | 322 | 322 | 49 | |||||||||
Home equity | — | — | — | |||||||||
Consumer other | 15 | 15 | 9 | |||||||||
Total | ||||||||||||
Commercial real estate | $ | 4,481 | $ | 6,494 | $ | 193 | ||||||
Commercial and industrial | 486 | 636 | 173 | |||||||||
Residential real estate | 1,709 | 1,826 | 49 | |||||||||
Consumer | 33 | 33 | 9 | |||||||||
Total impaired loans | $ | 6,709 | $ | 8,989 | $ | 424 |
The following is a summary of the average recorded investment and interest income recognized on impaired loans as of September 30, 2017for the three months ended March 31, 2020 and 2016:
Business Activities Loan
| | | | | | | | | | | | |
| | Three Months Ended March 31, 2020 | | Three Months Ended March 31, 2019 | ||||||||
|
| Average Recorded |
| Interest |
| Average Recorded |
| Interest | ||||
(in thousands) |
| Investment |
| Income Recognized |
| Investment |
| Income Recognized | ||||
With no related allowance: |
| |
|
| |
|
| |
|
| |
|
Construction and land development | | $ | — | | $ | — | | $ | — | | $ | — |
Other commercial real estate | |
| 1,728 | |
| 3 | |
| 7,773 | |
| 26 |
Commercial | |
| 1,071 | |
| 1 | |
| 527 | |
| 2 |
Agricultural | |
| — | |
| — | |
| — | |
| — |
Tax exempt loans | |
| — | |
| — | |
| — | |
| — |
Residential real estate | |
| 2,589 | |
| 17 | |
| 1,965 | |
| 15 |
Home equity | |
| — | |
| — | |
| — | |
| — |
Other consumer | |
| — | |
| — | |
| — | |
| — |
| | | | | | | | | | | | |
With an allowance recorded: | |
|
| |
|
| |
|
| |
|
|
Construction and land development | | | 261 | | | 1 | | | 5 | | | — |
Other commercial real estate | | | 1,021 | | | — | | | 1,203 | | | — |
Commercial | | | 233 | | | — | | | 890 | | | — |
Agricultural | | | — | | | — | | | — | | | — |
Tax exempt loans | | | — | | | — | | | — | | | — |
Residential real estate | | | 979 | | | 2 | | | 652 | | | 2 |
Home equity | | | 12 | | | — | | | 13 | | | — |
Other consumer | | | — | | | — | | | — | | | — |
| | | | | | | | | | | | |
Total | | |
| | |
| | |
| | |
|
Commercial real estate | | | 3,010 | | | 4 | | | 8,981 | | | 26 |
Commercial and industrial | |
| 1,304 | | | 1 | | | 1,417 | |
| 2 |
Residential real estate | |
| 3,568 | |
| 19 | | | 2,617 | |
| 17 |
Consumer | |
| 12 | |
| — | | | 13 | |
| — |
Total impaired loans | | $ | 7,894 | | $ | 24 | | $ | 13,028 | | $ | 45 |
28
Nine Months Ended September 30, 2017 | Nine Months Ended September 30, 2016 | |||||||||||||||
(in thousands) | Average Recorded Investment | Cash Basis Interest Income Recognized | Average Recorded Investment | Cash Basis Interest Income Recognized | ||||||||||||
With no related allowance: | ||||||||||||||||
Construction and land development | $ | — | $ | — | $ | — | $ | — | ||||||||
Commercial real estate other | 1,716 | 64 | 2,713 | 131 | ||||||||||||
Commercial other | 99 | 6 | 141 | 2 | ||||||||||||
Agricultural and other loans to farmers | 8 | 1 | 131 | 8 | ||||||||||||
Tax exempt loans | — | — | — | — | ||||||||||||
Residential real estate | 1,245 | 31 | 1,344 | 55 | ||||||||||||
Home equity | 13 | — | 17 | 1 | ||||||||||||
Consumer other | 5 | 2 | — | 1 | ||||||||||||
With an allowance recorded: | ||||||||||||||||
Construction and land development | $ | 637 | $ | — | $ | 928 | $ | — | ||||||||
Commercial real estate other | 693 | — | 551 | — | ||||||||||||
Commercial other | 44 | 1 | 221 | — | ||||||||||||
Agricultural and other loans to farmers | — | — | — | — | ||||||||||||
Tax exempt loans | — | — | — | — | ||||||||||||
Residential real estate | 268 | 5 | 331 | — | ||||||||||||
Home equity | 12 | — | — | — | ||||||||||||
Consumer other | — | — | 17 | — | ||||||||||||
Total | ||||||||||||||||
Commercial real estate | $ | 3,046 | $ | 64 | $ | 4,192 | $ | 131 | ||||||||
Commercial and industrial | 151 | 8 | 493 | 10 | ||||||||||||
Residential real estate | 1,513 | 36 | 1,675 | 55 | ||||||||||||
Consumer | 30 | 2 | 34 | 2 | ||||||||||||
Total impaired loans | $ | 4,740 | $ | 110 | $ | 6,394 | $ | 198 |
Nine Months Ended September 30, 2017 | Nine Months Ended September 30, 2016 | |||||||||||||||
(in thousands) | Average Recorded Investment | Cash Basis Interest Income Recognized | Average Recorded Investment | Cash Basis Interest Income Recognized | ||||||||||||
With no related allowance: | ||||||||||||||||
Construction and land development | $ | — | $ | — | $ | — | $ | — | ||||||||
Commercial real estate other | 89 | — | — | — | ||||||||||||
Commercial other | 171 | — | — | — | ||||||||||||
Agricultural and other loans to farmers | — | — | — | — | ||||||||||||
Tax exempt loans | — | — | — | — | ||||||||||||
Residential real estate | 254 | 1 | — | — | ||||||||||||
Home equity | 47 | — | — | — | ||||||||||||
Consumer other | 9 | — | — | — | ||||||||||||
With an allowance recorded: | ||||||||||||||||
Construction and land development | $ | — | $ | — | $ | — | $ | — | ||||||||
Commercial real estate other | 46 | — | — | — | ||||||||||||
Commercial other | — | — | — | — | ||||||||||||
Agricultural and other loans to farmers | — | — | — | — | ||||||||||||
Tax exempt loans | — | — | — | — | ||||||||||||
Residential real estate | — | — | — | — | ||||||||||||
Home equity | — | — | — | — | ||||||||||||
Consumer other | — | — | — | — | ||||||||||||
Total | ||||||||||||||||
Commercial real estate | $ | 135 | $ | — | $ | — | $ | — | ||||||||
Commercial and industrial | 171 | — | — | — | ||||||||||||
Residential real estate | 254 | 1 | — | — | ||||||||||||
Consumer | 56 | — | — | — | ||||||||||||
Total impaired loans | $ | 616 | $ | 1 | $ | — | $ | — |
| | | | | | | | | | | | |
| | Three Months Ended March 31, 2020 | | Three Months Ended March 31, 2019 | ||||||||
|
| Average Recorded |
| Interest |
| Average Recorded |
| Interest | ||||
(in thousands) |
| Investment |
| Income Recognized |
| Investment |
| Income Recognized | ||||
With no related allowance: |
| |
|
| |
|
| |
|
| |
|
Construction and land development | | $ | — | | $ | — | | $ | — | | $ | — |
Other commercial real estate | |
| — | |
| — | |
| 90 | |
| — |
Commercial | |
| — | |
| — | |
| 479 | |
| — |
Agricultural | |
| — | |
| — | |
| — | |
| — |
Tax exempt loans | |
| — | |
| — | |
| — | |
| — |
Residential real estate | |
| 195 | |
| — | |
| 436 | |
| — |
Home equity | |
| — | |
| — | |
| — | |
| — |
Other consumer | |
| — | |
| — | |
| — | |
| — |
| | | | | | | | | | | | |
With an allowance recorded: | |
|
| |
|
| |
|
| |
|
|
Construction and land development | | | — | | | — | | | — | | | — |
Other commercial real estate | | | 70 | | | — | | | 36 | | | — |
Commercial | | | — | | | — | | | — | | | — |
Agricultural | | | — | | | — | | | — | | | — |
Tax exempt loans | | | — | | | — | | | — | | | — |
Residential real estate | | | 163 | | | — | | | 367 | | | — |
Home equity | | | — | | | — | | | — | | | — |
Other consumer | | | — | | | — | | | — | | | — |
| | | | | | | | | | | | |
Total | | |
| | |
| | |
| | |
|
Commercial real estate | | | 70 | | | — | | | 126 | | | — |
Commercial and industrial | |
| — | |
| — | | | 479 | | | — |
Residential real estate | |
| 358 | |
| — | | | 803 | |
| — |
Consumer | |
| — | |
| — | |
| — | |
| — |
Total impaired loans | | $ | 428 | | $ | — | | $ | 1,408 | | $ | — |
Troubled Debt Restructuring Loans
The Company’s loan portfolio also includes certain loans that have been modified in a Troubled Debt Restructuring ("TDR"), where economic concessions have been granted to borrowers who have experienced or are expected to experience financial difficulties. These concessions typically result from the Company’s loss mitigation activities and could include reductions in the interest rate, payment extensions, forgiveness of principal, forbearance, or other actions. Certain TDRs are classified as nonperformingnon-performing at the time of restructure and may only be returned to performing status after considering the borrower’s sustained repayment performance for a reasonable period, generally six months. TDRs are evaluated individually for impairment and may result in a specific allowance amount allocated to an individual loan.
The following tables include the recorded investment and number of modifications identified during the three and nine months ended September 30, 2017March 31, 2020 and for the three and nine months ended September 30, 2016,2019, respectively. The table includes the recorded investment in the loans prior to a modification and also the recorded investment in the loans after the loans were restructured. Modifications may include adjustments to interest rates, payment amounts, extensions of maturity, court ordered concessions or other actions intended to minimize economic loss and avoid foreclosure or repossession of collateral.
29
| | | | | | | | |
| | Three Months Ended March 31, 2020 | ||||||
| | | | Pre-Modification | | Post-Modification | ||
| | Number of | | Outstanding Recorded | | Outstanding Recorded | ||
(in thousands) |
| Modifications |
| Investment |
| Investment | ||
Troubled Debt Restructurings |
|
|
| |
|
| |
|
Other commercial real estate |
| 1 | | $ | 54 | | $ | 259 |
Other commercial |
| 3 | |
| 41 | |
| 208 |
Home equity | | 1 | | | 26 | | | 25 |
Other consumer | | 1 | | | 9 | | | 9 |
Total |
| 6 | | $ | 130 | | $ | 501 |
| | | | | | | | |
| | Three Months Ended March 31, 2019 | ||||||
| | | | Pre-Modification | | | Post-Modification | |
| | Number of | | Outstanding Recorded | | Outstanding Recorded | ||
(in thousands) |
| Modifications |
| Investment |
| Investment | ||
Troubled Debt Restructurings |
|
|
| |
|
| |
|
Other commercial real estate |
| 3 | | $ | 113 | | $ | 113 |
Other commercial |
| 2 | |
| 31 | |
| 31 |
Residential mortgages |
| 6 | |
| 530 | |
| 527 |
Total |
| 11 | | $ | 674 | | $ | 671 |
The modificationsfollowing tables summarize the types of loan concessions made for the three and nine months ended September 30, 2017 were attributable to interest rate concessions, maturity date extensions, reamortization or a combination of two concessions. The modifications for the three and nine months ending September 30, 2016 were attributable to interest rate concessions, maturity date extensions or a combination of both.
Three Months Ended September 30, 2017 | |||||||||||
(Dollars in thousands) | Number of Modifications | Pre-Modification Outstanding Recorded Investment | Post-Modification Outstanding Recorded Investment | ||||||||
Troubled Debt Restructurings | |||||||||||
Commercial installment | 5 | $ | 483 | $ | 483 | ||||||
Agricultural and other loans to farmers | — | — | — | ||||||||
Commercial real estate | 4 | 144 | 144 | ||||||||
Residential real estate | — | — | — | ||||||||
Home equity | — | — | — | ||||||||
Consumer other | — | — | — | ||||||||
Total | 9 | $ | 627 | $ | 627 |
Three Months Ended September 30, 2016 | |||||||||||
(Dollars in thousands) | Number of Modifications | Pre-Modification Outstanding Recorded Investment | Post-Modification Outstanding Recorded Investment | ||||||||
Troubled Debt Restructurings | |||||||||||
Commercial installment | 2 | $ | 51 | $ | 51 | ||||||
Commercial real estate | 2 | 936 | 915 | ||||||||
Consumer other | 1 | 9 | 9 | ||||||||
Total | 5 | $ | 996 | $ | 975 |
Nine Months Ended September 30, 2017 | |||||||||||
(Dollars in thousands) | Number of Modifications | Pre-Modification Outstanding Recorded Investment | Post-Modification Outstanding Recorded Investment | ||||||||
Troubled Debt Restructurings | |||||||||||
Commercial installment | 6 | $ | 563 | $ | 549 | ||||||
Agricultural and other loans to farmers | 1 | 19 | 18 | ||||||||
Commercial real estate | 6 | 388 | 333 | ||||||||
Residential real estate | 3 | 692 | 675 | ||||||||
Home equity | 1 | 13 | 13 | ||||||||
Consumer other | 1 | 38 | 37 | ||||||||
Total | 18 | $ | 1,713 | $ | 1,625 |
Nine Months Ended September 30, 2016 | |||||||||||
(Dollars in thousands) | Number of Modifications | Pre-Modification Outstanding Recorded Investment | Post-Modification Outstanding Recorded Investment | ||||||||
Troubled Debt Restructurings | |||||||||||
Commercial installment | 2 | $ | 51 | $ | 51 | ||||||
Agricultural and other loans to farmers | 2 | 30 | 24 | ||||||||
Commercial real estate | 5 | 1,361 | 1,326 | ||||||||
Consumer Other | 1 | 9 | 9 | ||||||||
Total | 10 | $ | 1,451 | $ | 1,410 |
| | | | | | | | | | |
| | Three Months Ended March 31, | ||||||||
| | 2020 | | 2019 | ||||||
|
| |
| Post-Modification |
| |
| Post-Modification | ||
| | | | Outstanding | | | | outstanding | ||
| | Number of | | Recorded | | Number of | | Recorded | ||
(in thousands, except modifications) |
| Modifications |
| Investment |
| Modifications |
| Investment | ||
Troubled Debt Restructurings | | | | | | | | | | |
Interest rate and maturity concession |
| — | | $ | — | | 2 | | $ | 12 |
Interest rate, forbearance and maturity concession |
| 4 | |
| 467 | | — | |
| — |
Amortization and maturity concession |
| — | |
| — | | 5 | |
| 314 |
Amortization concession |
| — | |
| — | | 1 | |
| 156 |
Amortization, interest rate and maturity concession | | — | | | — | | 1 | | | 77 |
Forbearance and interest only payments | | 1 | | | 25 | | 2 | | | 112 |
Maturity concession |
| 1 | |
| 9 | | — | |
| — |
Total |
| 6 | | $ | 501 | | 11 | | $ | 671 |
For the three and nine months ended September 30, 2017,March 31, 2020, there were no0 loans that were restructured that had subsequently defaulted during the period.
Modifications in response to COVID-19
The Company began offering short-term loan modifications to assist borrowers during the COVID-19 national emergency. The CARES Act along with a joint agency statement issued by banking agencies, provides that short-term modifications made in response to COVID-19 do not need to be accounted for as a TDR. Accordingly, the Company does not account for such loan modifications as TDRs. See Note 1 - Basis of Presentation for more information.
Foreclosure
As of September 30, 2017,March 31, 2020 and December 31, 2019, the Company maintained foreclosedbank-owned residential real estate property with a fair value of $122 thousand.$2.2 million. Additionally, residential mortgage loans collateralized by real estate property that are in the process of foreclosure as of September 30, 2017March 31, 2020 and December 31, 20162019 totaled $772$931 thousand and $2.4$810 thousand, respectively.
Mortgage Banking
Total residential loans included held for sale loans of $11.7 million respectively. As ofand $6.5 million at March 31, 2020 and December 31, 2016, foreclosed2019, respectively.
30
NOTE 4. ALLOWANCE FOR LOAN LOSSES
The allowance for loan losses is maintained at a level considered adequate to provide for an estimate of probable credit losses inherent in the loan portfolio. The allowance is increased by the provision charged to operating expense and reduced by net charge-offs. Loans are charged against the allowance for loan losses when the Company believes collectability has declined to a point where there is a distinct possibility of some loss of principal and interest. While the Company uses the best information available to make the evaluation, future adjustments may be necessary if there are significant changes in conditions.
The allowance is comprised of 4 distinct reserve components: (1) specific reserves related to loans individually evaluated; (2) quantitative reserves related to loans collectively evaluated; (3) qualitative reserves related to loans collectively evaluated; and (4) a temporal estimate is made for incurred loss emergence period for each loan category within the collectively evaluated pools.
A summary of the methodology employed on a quarterly basis with respect to each of these components in order to evaluate the overall adequacy of the Company's allowance for loan losses is as follows:
Specific Reserve for Loans Individually Evaluated
First, the Company identifies loan relationships having aggregate balances in excess of $150 thousand with potential credit weaknesses. Such loan relationships are identified primarily through the Company's analysis of internal loan evaluations, past due loan reports, TDRs and loans adversely classified. Each loan so identified is then individually evaluated for impairment. Loans are considered impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the original loan agreement. Substantially all impaired loans have historically been collateral dependent, meaning repayment of the loan is expected or is considered to be provided solely from the sale of the loan's underlying collateral. For such loans, the Company measures impairment based on the fair value of the loan's collateral, which is generally determined utilizing current appraisals. A specific reserve is established in an amount equal to the excess, if any, of the recorded investment in each impaired loan over the fair value of its underlying collateral, less estimated costs to sell. The Company's policy is to re-evaluate the fair value of collateral dependent loans at least every twelve months unless there is a known deterioration in the collateral's value, in which case a new appraisal is obtained.
Purchase credit impaired (“PCI”) loans are collectively evaluated, but are not included in the general reserve as described below. The evaluation of the PCI loans requires continued quarterly assessment of key assumptions and estimates similar to the initial fair value estimate, including changes in the severity of loss, timing and speed of payments, collateral value changes, expected cash flows and other relevant factors. The quarterly assessment is compared to the initial fair value estimate and a determination is made if an adjustment to the allowance for loan loss is deemed necessary.
Quantitative Reserve for Loans Collectively Evaluated
Second, the Company stratifies the loan portfolio into 2 general business loan pools: substandard (7 risk-rated) and pass-rated (0 to 6 risk-rated) by loan type. Substandard rated loans are subject to higher credit loss rates in the allowance for loan loss calculation. The Company utilizes historical loss rates for commercial real estate and commercial and industrial loans assessed by internal risk rating. Historical loss rates on residential real estate property totaled $90 thousand.and consumer loans are not risk graded. Residential real estate and consumer loans are considered as part of the pass-rated portfolio unless removed due to specific reserve evaluation based on past due status and/or other indications of credit deterioration. Quantitative reserves relative to each loan pool are established as follows: for all loan segments an allocation equaling 100% of the respective pool's average 3-year historical net loan charge-off rate (determined based upon the most recent 12 quarters) is applied to the aggregate recorded investment in the pool of loans. Purchased performing loans are collectively evaluated as their own separate category within each loan pool.
31
Qualitative Reserve for Loans Collectively Evaluated
Third, the Company considers the necessity to adjust the average historical net loan charge-off rates relative to each of the above 2 loan pools for potential risks factors that could result in actual losses deviating from prior loss experience. Such qualitative risk factors considered are: (1) lending policies and procedures, (2) business conditions, (3) volume and nature of the loan portfolio, (4) experience, ability and depth of lending management, (5) problem loan trends, (6) quality of the Company’s loan review system, (7) concentrations in the loan portfolio, (8) competition, legal, and regulatory environment and (9) collateral coverage and loan-to-value.
���
Loss Emergence Period for Loans Collectively Evaluated
Fourth, the general allowance related to loans collectively evaluated includes an estimate of incurred losses over an estimated loss emergence period ("LEP"). The LEP is generated utilizing a charge-off look-back analysis, which evaluates the time from the first indication of elevated risk of repayment (or other early event indicating a problem) to eventual charge-off to support the LEP considered in the allowance calculation. This reserving methodology establishes the approximate number of months of LEP that represents incurred losses for each loan portfolio within each portfolio segment in addition to the qualitative reserves.
Activity in the allowance for loan losses for the ninethree months ended September 30, 2017March 31, 2020 and 2016 was2019 are, as follows:
| | | | | | | | | | | | | | | |
Business Activities Loans | | At or for the Three Months Ended March 31, 2020 | |||||||||||||
|
| Commercial |
| Commercial |
| Residential |
| | |
| | | |||
(in thousands) | | real estate | | and industrial | | real estate | | Consumer | | Total | |||||
Balance at beginning of period | | $ | 7,668 | | $ | 3,608 | | $ | 3,402 | | $ | 379 | | $ | 15,057 |
Charged-off loans | |
| (770) | |
| (150) | |
| — | |
| (148) | |
| (1,068) |
Recoveries on charged-off loans | |
| 25 | |
| 1 | |
| — | |
| 3 | |
| 29 |
Provision for loan losses | |
| 738 | |
| 84 | |
| 111 | |
| 150 | |
| 1,083 |
Balance at end of period | | $ | 7,661 | | $ | 3,543 | | $ | 3,513 | | $ | 384 | | $ | 15,101 |
Individually evaluated for impairment | |
| 675 | |
| 138 | |
| 126 | |
| — | |
| 939 |
Collectively evaluated | |
| 6,986 | |
| 3,405 | |
| 3,387 | |
| 384 | |
| 14,162 |
Total | | $ | 7,661 | | $ | 3,543 | | $ | 3,513 | | $ | 384 | | $ | 15,101 |
| | | | | | | | | | | | | | | |
Acquired Loans | | At or for the Three Months Ended March 31, 2020 | |||||||||||||
|
| Commercial |
| Commercial |
| Residential |
| | |
| | | |||
(in thousands) | | real estate | | and industrial | | real estate | | Consumer | | Total | |||||
Balance at beginning of period | | $ | 147 | | $ | 6 | | $ | 143 | | $ | — | | $ | 296 |
Charged-off loans | |
| (101) | |
| (29) | |
| (8) | |
| (5) | |
| (143) |
Recoveries on charged-off loans | |
| — | |
| 9 | |
| 6 | |
| — | |
| 15 |
(Releases) provision for loan losses | |
| 18 | |
| 17 | |
| (12) | |
| 5 | |
| 28 |
Balance at end of period | | $ | 64 | | $ | 3 | | $ | 129 | | $ | — | | $ | 196 |
Individually evaluated for impairment | |
| 13 | |
| — | |
| 14 | |
| — | |
| 27 |
Collectively evaluated | |
| 51 | |
| 3 | |
| 115 | |
| — | |
| 169 |
Total | | $ | 64 | | $ | 3 | | $ | 129 | | $ | — | | $ | 196 |
32
Business Activities Loans | At or for the Nine Months Ended September 30, 2017 | |||||||||||||||||||
(In thousands) | Commercial real estate | Commercial and industrial | Residential real estate | Consumer | Total | |||||||||||||||
Balance at beginning of period | $ | 5,145 | $ | 1,952 | $ | 2,721 | $ | 601 | $ | 10,419 | ||||||||||
Charged-off loans | (124 | ) | (189 | ) | (226 | ) | (87 | ) | (626 | ) | ||||||||||
Recoveries on charged-off loans | 9 | 7 | 65 | 7 | 88 | |||||||||||||||
Provision/(releases) for loan losses | 310 | 405 | 941 | 40 | 1,696 | |||||||||||||||
Balance at end of period | $ | 5,340 | $ | 2,175 | $ | 3,501 | $ | 561 | $ | 11,577 | ||||||||||
Individually evaluated for impairment | 391 | 2 | 44 | 55 | 492 | |||||||||||||||
Collectively evaluated | 4,949 | 2,173 | 3,457 | 506 | 11,085 | |||||||||||||||
Total | $ | 5,340 | $ | 2,175 | $ | 3,501 | $ | 561 | $ | 11,577 |
Business Activities Loans | At or for the Nine Months Ended September 30, 2016 | |||||||||||||||||||
(In thousands) | Commercial real estate | Commercial and industrial | Residential real estate | Consumer | Total | |||||||||||||||
Balance at beginning of period | $ | 4,430 | $ | 1,590 | $ | 2,747 | $ | 672 | $ | 9,439 | ||||||||||
Charged-off loans | (133 | ) | (90 | ) | (141 | ) | (19 | ) | (383 | ) | ||||||||||
Recoveries on charged-off loans | 35 | 200 | 36 | 22 | 293 | |||||||||||||||
Provision/(releases) for loan losses | 719 | 39 | 38 | (42 | ) | 754 | ||||||||||||||
Balance at end of period | $ | 5,051 | $ | 1,739 | $ | 2,680 | $ | 633 | $ | 10,103 | ||||||||||
Individually evaluated for impairment | 100 | 174 | 87 | 10 | 371 | |||||||||||||||
Collectively evaluated | 4,951 | 1,565 | 2,593 | 623 | 9,732 | |||||||||||||||
Total | $ | 5,051 | $ | 1,739 | $ | 2,680 | $ | 633 | $ | 10,103 |
Acquired Loans | At or for the Nine Months Ended September 30, 2017 | |||||||||||||||||||
(In thousands) | Commercial real estate | Commercial and industrial | Residential real estate | Consumer | Total | |||||||||||||||
Balance at beginning of period | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||
Charged-off loans | (54 | ) | (18 | ) | (31 | ) | (19 | ) | (122 | ) | ||||||||||
Recoveries on charged-off loans | — | — | — | — | — | |||||||||||||||
Provision/(releases) for loan losses | 360 | 49 | 67 | 19 | 495 | |||||||||||||||
Balance at end of period | $ | 306 | $ | 31 | $ | 36 | $ | — | $ | 373 | ||||||||||
Individually evaluated for impairment | 168 | — | — | — | 168 | |||||||||||||||
Collectively evaluated | 138 | 31 | 36 | — | 205 | |||||||||||||||
Total | $ | 306 | $ | 31 | $ | 36 | $ | — | $ | 373 |
| | | | | | | | | | | | | | | |
Business Activities Loans | | At or for the Three Months Ended March 31, 2019 | |||||||||||||
|
| Commercial |
| Commercial |
| Residential |
| | |
| | | |||
(in thousands) | | real estate | | and industrial | | real estate | | Consumer | | Total | |||||
Balance at beginning of period | | $ | 6,811 | | $ | 2,380 | | $ | 3,982 | | $ | 408 | | $ | 13,581 |
Charged-off loans | |
| (57) | |
| — | |
| — | |
| (53) | |
| (110) |
Recoveries on charged-off loans | |
| 16 | |
| 1 | |
| 18 | |
| 3 | |
| 38 |
(Releases) provision for loan losses | |
| (195) | |
| 397 | |
| (47) | |
| 38 | |
| 193 |
Balance at end of period | | $ | 6,575 | | $ | 2,778 | | $ | 3,953 | | $ | 396 | | $ | 13,702 |
Individually evaluated for impairment | |
| 396 | |
| 53 | |
| 83 | |
| 1 | |
| 533 |
Collectively evaluated | |
| 6,179 | |
| 2,725 | |
| 3,870 | |
| 395 | |
| 13,169 |
Total | | $ | 6,575 | | $ | 2,778 | | $ | 3,953 | | $ | 396 | | $ | 13,702 |
| | | | | | | | | | | | | | | |
Acquired Loans | | At or for the Three Months Ended March 31, 2019 | |||||||||||||
|
| Commercial |
| Commercial |
| Residential |
| | |
| | | |||
(in thousands) | | real estate | | and industrial | | real estate | | Consumer | | Total | |||||
Balance at beginning of period | | $ | 173 | | $ | 35 | | $ | 77 | | $ | — | | $ | 285 |
Charged-off loans |
| | — |
| | (16) |
| | (104) |
| | (1) |
| | (121) |
Recoveries on charged-off loans |
| | — |
| | — |
| | — |
| | — |
| | — |
Provision (releases) for loan losses |
| | (12) |
| | 10 |
| | 132 |
| | 1 |
| | 131 |
Balance at end of period | | $ | 161 | | $ | 29 | | $ | 105 | | $ | — | | $ | 295 |
Individually evaluated for impairment | |
| 16 | |
| — | |
| 22 | |
| — | |
| 38 |
Collectively evaluated | |
| 145 | |
| 29 | |
| 83 | |
| — | |
| 257 |
Total | | $ | 161 | | $ | 29 | | $ | 105 | | $ | — | | $ | 295 |
Loan Origination/Risk Management:
The
Credit Quality Indicators/Classified Loans:
In monitoring the credit quality of the portfolio, management applies a credit quality indicator and uses an internal risk rating system to categorize commercial loans. These credit quality indicators range from one through nine, with a higher number correlating to increasing risk of loss. These ratings are used as inputs to the calculation of the allowance for loan losses. Consistent with regulatory guidelines, the
The following are the definitions of the Bank’sCompany’s credit quality indicators:
Pass:
Loans
Special Mention: Loans the Company considers having some potential weaknesses, but are considered pass.
33
where the liquidation is jeopardized may be included in this classification. Special mention loans are not adversely classified and do not expose the BankCompany to sufficient risks to warrant classification.
Substandard:
Doubtful:
Loans
Loss:
Loans
The following tables present the Company’s loans by risk rating at September 30, 2017March 31, 2020 and December 31, 2016:
Business Activities Loans
Commercial Real Estate
| | | | | | | | | | | | | | | | | | |
| | Commercial construction | | | | | | | | | | | | | ||||
| | and land development | | Commercial real estate other | | Total commercial real estate | ||||||||||||
(in thousands) |
| Mar 31, 2020 |
| Dec 31, 2019 |
| Mar 31, 2020 |
| Dec 31, 2019 |
| Mar 31, 2020 |
| Dec 31, 2019 | ||||||
Grade: | |
| | |
| | |
| | |
| | |
| | |
| |
Pass | | $ | 48,881 | | $ | 31,057 | | $ | 659,494 | | $ | 646,886 | | $ | 708,375 | | $ | 677,943 |
Special mention | |
| — | |
| — | |
| 8,133 | |
| 5,483 | |
| 8,133 | |
| 5,483 |
Substandard | |
| 11 | |
| 330 | |
| 11,824 | |
| 11,974 | |
| 11,835 | |
| 12,304 |
Doubtful | |
| 265 | |
| — | |
| 1,127 | |
| 1,708 | |
| 1,392 | |
| 1,708 |
Total | | $ | 49,157 | | $ | 31,387 | | $ | 680,578 | | $ | 666,051 | | $ | 729,735 | | $ | 697,438 |
Acquired Loans
Commercial Real Estate
| | | | | | | | | | | | | | | | | | |
| | Commercial construction | | | | | | | | | | | | | ||||
| | and land development | | Commercial real estate other | | Total commercial real estate | ||||||||||||
(in thousands) |
| Mar 31, 2020 |
| Dec 31, 2019 |
| Mar 31, 2020 |
| Dec 31, 2019 |
| Mar 31, 2020 |
| Dec 31, 2019 | ||||||
Grade: | |
| | |
| | |
| | |
| | |
| | |
| |
Pass | | $ | 2,083 | | $ | 2,412 | | $ | 205,309 | | $ | 218,491 | | $ | 207,392 | | $ | 220,903 |
Special mention | |
| — | |
| 12 | |
| 1,742 | |
| 2,261 | |
| 1,742 | |
| 2,273 |
Substandard | |
| 339 | |
| 479 | |
| 8,900 | |
| 9,400 | |
| 9,239 | |
| 9,879 |
Doubtful | |
| — | |
| — | |
| 70 | |
| 168 | |
| 70 | |
| 168 |
Total | | $ | 2,422 | | $ | 2,903 | | $ | 216,021 | | $ | 230,320 | | $ | 218,443 | | $ | 233,223 |
34
Construction and land development | Commercial real estate other | Total commercial real estate | ||||||||||||||||||||||
(In thousands) | September 30, 2017 | December 31, 2016 | September 30, 2017 | December 31, 2016 | September 30, 2017 | December 31, 2016 | ||||||||||||||||||
Grade: | ||||||||||||||||||||||||
Pass | $ | 33,008 | $ | 14,695 | $ | 433,934 | $ | 376,968 | $ | 466,942 | $ | 391,663 | ||||||||||||
Special mention | 47 | — | 6,820 | 5,868 | 6,867 | 5,868 | ||||||||||||||||||
Substandard | 637 | — | 15,093 | 20,588 | 15,730 | 20,588 | ||||||||||||||||||
Total | $ | 33,692 | $ | 14,695 | $ | 455,847 | $ | 403,424 | $ | 489,539 | $ | 418,119 |
Commercial other | Agricultural and other loans to farmers | Tax exempt loans | Total commercial and industrial | |||||||||||||||||||||||||||||
(In thousands) | September 30, 2017 | December 31, 2016 | September 30, 2017 | December 31, 2016 | September 30, 2017 | December 31, 2016 | September 30, 2017 | December 31, 2016 | ||||||||||||||||||||||||
Grade: | ||||||||||||||||||||||||||||||||
Pass | $ | 168,608 | $ | 98,968 | $ | 30,075 | $ | 31,279 | $ | 40,610 | $ | 15,679 | $ | 239,293 | $ | 145,926 | ||||||||||||||||
Special mention | 1,757 | 2,384 | 91 | 251 | 166 | 167 | 2,014 | 2,802 | ||||||||||||||||||||||||
Substandard | 1,821 | 2,234 | 317 | 278 | — | — | 2,138 | 2,512 | ||||||||||||||||||||||||
Total | $ | 172,186 | $ | 103,586 | $ | 30,483 | $ | 31,808 | $ | 40,776 | $ | 15,846 | $ | 243,445 | $ | 151,240 |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Commercial | | Agricultural | | Tax exempt loans | | Total commercial | ||||||||||||||||
(in thousands) |
| Mar 31, 2020 |
| Dec 31, 2019 |
| Mar 31, 2020 |
| Dec 31, 2019 |
| Mar 31, 2020 |
| Dec 31, 2019 |
| Mar 31, 2020 |
| Dec 31, 2019 | ||||||||
Grade: | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Pass | | $ | 268,287 | | $ | 221,329 | | $ | 17,559 | | $ | 18,940 | | $ | 55,694 | | $ | 66,860 | | $ | 341,540 | | $ | 307,129 |
Special mention | |
| 3,641 | |
| 2,744 | |
| 221 | |
| 298 | |
| — | |
| — | |
| 3,862 | |
| 3,042 |
Substandard | |
| 15,195 | |
| 14,866 | |
| 456 | |
| 780 | |
| — | |
| — | |
| 15,651 | |
| 15,646 |
Doubtful | |
| 959 | |
| 753 | |
| 361 | |
| — | |
| — | |
| — | |
| 1,320 | |
| 753 |
Total | | $ | 288,082 | | $ | 239,692 | | $ | 18,597 | | $ | 20,018 | | $ | 55,694 | | $ | 66,860 | | $ | 362,373 | | $ | 326,570 |
Acquired Loans
Commercial construction and land development | Commercial real estate other | Total commercial real estate | ||||||||||||||||||||||
(In thousands) | September 30, 2017 | December 31, 2016 | September 30, 2017 | December 31, 2016 | September 30, 2017 | December 31, 2016 | ||||||||||||||||||
Grade: | ||||||||||||||||||||||||
Pass | $ | 15,336 | $ | — | $ | 278,134 | $ | — | $ | 293,470 | $ | — | ||||||||||||
Special mention | 233 | — | 2,475 | — | 2,708 | — | ||||||||||||||||||
Substandard | 24 | — | 7,831 | — | 7,855 | — | ||||||||||||||||||
Total | $ | 15,593 | $ | — | $ | 288,440 | $ | — | $ | 304,033 | $ | — |
Commercial and Industrial
Commercial other | Agricultural and other loans to farmers | Tax exempt loans | Total commercial and industrial | |||||||||||||||||||||||||||||
(In thousands) | September 30, 2017 | December 31, 2016 | September 30, 2017 | December 31, 2016 | September 30, 2017 | December 31, 2016 | September 30, 2017 | December 31, 2016 | ||||||||||||||||||||||||
Grade: | ||||||||||||||||||||||||||||||||
Pass | $ | 63,941 | $ | — | $ | — | $ | — | $ | 45,537 | $ | — | $ | 109,478 | $ | — | ||||||||||||||||
Special mention | 2,053 | — | — | — | — | — | 2,053 | — | ||||||||||||||||||||||||
Substandard | 2,096 | — | — | — | — | — | 2,096 | — | ||||||||||||||||||||||||
Total | $ | 68,090 | $ | — | $ | — | $ | — | $ | 45,537 | $ | — | $ | 113,627 | $ | — |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Commercial | | Agricultural | | Tax exempt loans | | Total commercial | ||||||||||||||||
(in thousands) |
| Mar 31, 2020 |
| Dec 31, 2019 |
| Mar 31, 2020 |
| Dec 31, 2019 |
| Mar 31, 2020 |
| Dec 31, 2019 |
| Mar 31, 2020 |
| Dec 31, 2019 | ||||||||
Grade: | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Pass | | $ | 50,663 | | $ | 51,184 | | $ | 200 | | $ | 58 | | $ | 11,071 | | $ | 37,407 | | $ | 61,934 | | $ | 88,649 |
Special mention | |
| 882 | |
| 5,432 | |
| — | |
| — | |
| — | |
| — | |
| 882 | |
| 5,432 |
Substandard | |
| 944 | |
| 2,115 | |
| — | |
| 148 | |
| — | |
| 36 | |
| 944 | |
| 2,299 |
Doubtful | |
| 224 | |
| 341 | |
| — | |
| — | |
| — | |
| — | |
| 224 | |
| 341 |
Total | | $ | 52,713 | | $ | 59,072 | | $ | 200 | | $ | 206 | | $ | 11,071 | | $ | 37,443 | | $ | 63,984 | | $ | 96,721 |
Business Activities Loans
Residential Real Estate and Consumer Loans
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Residential real estate | | Home equity | | Other consumer | | Total residential real estate and consumer | ||||||||||||||||
(in thousands) |
| Mar 31, 2020 |
| Dec 31, 2019 |
| Mar 31, 2020 |
| Dec 31, 2019 |
| Mar 31, 2020 |
| Dec 31, 2019 |
| Mar 31, 2020 |
| Dec 31, 2019 | ||||||||
Performing | | $ | 738,633 | | $ | 737,325 | | $ | 64,074 | | $ | 58,753 | | $ | 9,206 | | $ | 11,146 | | $ | 811,913 | | $ | 807,224 |
Nonperforming |
| | 4,077 |
| | 3,362 |
| | 440 |
| | 615 |
| | 20 |
| | 21 |
| | 4,537 |
| | 3,998 |
Total | | $ | 742,710 | | $ | 740,687 | | $ | 64,514 | | $ | 59,368 | | $ | 9,226 | | $ | 11,167 | | $ | 816,450 | | $ | 811,222 |
Acquired Loans
Residential Real Estate and Consumer Loans
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Residential real estate | | Home equity | | Other consumer | | Total residential real estate and consumer | ||||||||||||||||
(in thousands) |
| Mar 31, 2020 |
| Dec 31, 2019 |
| Mar 31, 2020 |
| Dec 31, 2019 |
| Mar 31, 2020 |
| Dec 31, 2019 |
| Mar 31, 2020 |
| Dec 31, 2019 | ||||||||
Performing | | $ | 387,304 | | $ | 407,811 | | $ | 52,619 | | $ | 62,504 | | $ | 1,343 | | $ | 1,707 | | $ | 441,266 | | $ | 472,022 |
Nonperforming |
| | 2,314 |
| | 3,359 |
| | 411 |
| | 529 |
| | 7 |
| | 8 |
| | 2,732 |
| | 3,896 |
Total | | $ | 389,618 | | $ | 411,170 | | $ | 53,030 | | $ | 63,033 | | $ | 1,350 | | $ | 1,715 | | $ | 443,998 | | $ | 475,918 |
The following table summarizes information about total classified and criticized loans rated Special Mention or higher as of September 30, 2017March 31, 2020 and December 31, 2016. The table below includes consumer loans that are special mention and substandard accruing that are classified in the above table as performing based on payment activity.2019:
| | | | | | | | | | | | | | | | | | |
| | March 31, 2020 | | December 31, 2019 | ||||||||||||||
| | Business | | | | | | | | Business | | | | | | | ||
(in thousands) |
| Activities Loans |
| Acquired Loans |
| Total |
| Activities Loans |
| Acquired Loans |
| Total | ||||||
Non-accrual | | $ | 8,384 | | $ | 1,672 | | $ | 10,056 | | $ | 8,354 | | $ | 3,196 | | $ | 11,550 |
Substandard accruing |
| | 26,351 |
| | 11,537 |
| | 37,888 |
| | 26,055 |
| | 13,387 |
| | 39,442 |
Total classified |
| | 34,735 |
| | 13,209 |
| | 47,944 |
| | 34,409 |
| | 16,583 |
| | 50,992 |
Special mention |
| | 11,995 |
| | 2,624 |
| | 14,619 |
| | 8,525 |
| | 7,705 |
| | 16,230 |
Total Criticized | | $ | 46,730 | | $ | 15,833 | | $ | 62,563 | | $ | 42,934 | | $ | 24,288 | | $ | 67,222 |
35
September 30, 2017 | December 31, 2016 | |||||||||||||||||||||||
(In thousands) | Business Activities Loans | Acquired Loans | Total | Business Activities Loans | Acquired Loans | Total | ||||||||||||||||||
Non-accrual | $ | 5,116 | $ | 3,452 | $ | 8,568 | $ | 2,733 | $ | — | $ | 2,733 | ||||||||||||
Substandard accruing | 15,774 | 9,627 | 25,401 | 20,368 | — | 20,368 | ||||||||||||||||||
Total classified | 20,890 | 13,079 | 33,969 | 23,101 | — | 23,101 | ||||||||||||||||||
Special mention | 8,864 | 4,762 | 13,626 | 8,669 | — | 8,669 | ||||||||||||||||||
Total Criticized | $ | 29,754 | $ | 17,841 | $ | 47,595 | $ | 31,770 | $ | — | $ | 31,770 |
Borrowed funds at September 30, 2017March 31, 2020 and December 31, 20162019 are summarized, as follows:
September 30, 2017 | December 31, 2016 | |||||||||||||
(dollars in thousands) | Carrying Value | Weighted Average Rate | Carrying Value | Weighted Average Rate | ||||||||||
Short-term borrowings | ||||||||||||||
Advances from the FHLBB | $ | 506,000 | 1.36 | % | $ | 372,700 | 0.97 | % | ||||||
Other borrowings | 41,600 | 0.56 | 21,780 | 0.29 | ||||||||||
Total short-term borrowings | 547,600 | 1.30 | 394,480 | 0.93 | ||||||||||
Long-term borrowings | ||||||||||||||
Advances from the FHLBB | 227,982 | 1.50 | 137,116 | 1.59 | ||||||||||
Subordinated borrowings | 38,048 | 5.46 | — | — | ||||||||||
Junior subordinated borrowings | 5,000 | 4.81 | 5,000 | 4.41 | ||||||||||
Total long-term borrowings | 271,030 | 2.11 | 142,116 | 1.69 | ||||||||||
Total | $ | 818,630 | 1.57 | % | $ | 536,596 | 1.13 | % |
| | | | | | | | | | | |
| | March 31, 2020 | | December 31, 2019 |
| ||||||
(dollars in thousands) |
| Carrying Value |
| Weighted Average Rate |
| Carrying Value |
| Weighted Average Rate |
| ||
Short-term borrowings | |
| | |
| |
| | |
|
|
Advances from the FHLB | | $ | 172,643 |
| 1.27 | % | $ | 303,286 |
| 1.83 | % |
Advances from the FRB | | | 62,000 | | 0.25 | | | — | | — | |
Other borrowings | |
| 31,001 |
| 1.21 | |
| 44,832 |
| 0.99 | |
Total short-term borrowings | |
| 265,644 |
| 1.03 | |
| 348,118 |
| 1.73 | |
Long-term borrowings | |
|
|
|
| |
|
|
|
| |
Advances from the FHLB | |
| 231,936 |
| 1.80 | |
| 123,278 |
| 1.93 | |
Subordinated borrowings | |
| 59,849 |
| 4.97 | |
| 59,920 |
| 5.53 | |
Total long-term borrowings | |
| 291,785 |
| 2.45 | |
| 183,198 |
| 2.87 | |
Total | | $ | 557,429 |
| 1.77 | % | $ | 531,316 |
| 2.11 | % |
Short-term debt includes Federal Home Loan Bank of Boston (“FHLBB”FHLB”) advances with an originala maturity of less than one year. The BankCompany also maintains a
The Bank also hadCompany has the capacity to borrow funds on a secured basis utilizing the Borrower in Custody program and the Discount Window at the Federal Reserve Bank of Boston (the “FRB”). At September 30, 2017,March 31, 2020, the Bank’sCompany’s available secured line of credit at the FRB was $114.6$142.1 million. The BankCompany has pledged certain loans and securities to the FRB to support this arrangement. There were no borrowings$62.0 million of outstanding advances with the FRB for the periodsperiod ended September 30, 2017March 31, 2020 and 0 borrowings with the FRB as of December 31, 2019.
The Company maintains, with a correspondent bank, an unused unsecured federal funds line of credit that has an aggregate overnight borrowing capacity of $50.0 million as of March 31, 2020 and December 31, 2016.
Long-term FHLBBFHLB advances consist of advances with a maturity of more than one year. The advances outstanding at September 30, 2017March 31, 2020 and December 31, 2019 include 0 callable advances totaling $27.0 million, and amortizing advances totaling $689 thousand. The advances outstanding at December 31, 2016 include callable advances totaling $17.0 million, and no$314 thousand of amortizing advances. All FHLBBFHLB borrowings, including the line of credit, are secured by a blanket security agreement on certain qualified collateral, principally all residential first mortgage loans and certain securities.
A summary of maturities of FHLBBFHLB advances as of September 30, 2017March 31, 2020 is, as follows:
| | | | | | |
| | March 31, 2020 |
| |||
|
| | |
| Weighted Average |
|
(in thousands, except rates) | | Carrying Value | | Rate |
| |
Fixed rate advances maturing: |
| |
|
|
| |
2020 | | $ | 142,300 |
| 1.19 | % |
2021 | |
| 50,665 |
| 1.77 | |
2022 | |
| 104,000 |
| 1.97 | |
2023 | |
| 80,000 |
| 1.77 | |
2024 | |
| 7,300 |
| 1.16 | |
2025 and thereafter | |
| 20,314 |
| 1.22 | |
Total FHLB advances | | $ | 404,579 |
| 1.58 | % |
36
September 30, 2017 | |||||||
(in thousands, except rates) | Carrying Value | Weighted Average Rate | |||||
Fixed rate advances maturing: | |||||||
2017 | $ | 416,000 | 1.32 | % | |||
2018 | 165,805 | 1.49 | |||||
2019 | 104,947 | 1.63 | |||||
2020 | 29,911 | 1.76 | |||||
2021 | 1,630 | 1.49 | |||||
2022 and thereafter | 15,689 | 0.36 | |||||
Total FHLBB advances | $ | 733,982 | 1.40 | % |
On November 26, 2019, the Company and the Bank. The subordinated debt securities are callable by the Bank
The Notes are not subject to repayment at the option of the noteholders. The Notes are unsecured, subordinated obligations of the Company and rank junioralso has $20.6 million in right of payment to the Company’s senior indebtedness and to the Company’s obligations to its general creditors.
37
A summary of time deposits is, as follows:
(In thousands) | September 30, 2017 | December 31, 2016 | ||||||
Time less than $100,000 | $ | 541,585 | $ | 304,393 | ||||
Time $100,000 or more | 260,525 | 112,044 | ||||||
Total time deposits | $ | 802,110 | $ | 416,437 |
| | | | | | |
(in thousands) |
| March 31, 2020 |
| December 31, 2019 | ||
Time less than $100,000 | | $ | 559,255 | | $ | 600,747 |
Time $100,000 through $250,000 | |
| 173,305 | |
| 225,505 |
Time $250,000 or more | |
| 111,537 | |
| 106,383 |
Total time deposits | | $ | 844,097 | | $ | 932,635 |
At March 31, 2020 and December 31, 2019, the scheduled maturities by year for time deposits are, as follows:
| | | | | | |
(in thousands) |
| March 31, 2020 | | December 31, 2019 | ||
Within 1 year | | $ | 479,983 | | $ | 555,074 |
Over 1 year to 2 years | |
| 295,939 | |
| 287,934 |
Over 2 years to 3 years | |
| 31,909 | |
| 51,444 |
Over 3 years to 4 years | |
| 27,811 | |
| 31,262 |
Over 4 years to 5 years | |
| 8,438 | |
| 6,883 |
Over 5 years | |
| 17 | |
| 38 |
Total | | $ | 844,097 | | $ | 932,635 |
Included in time deposits are brokered deposits of $362.7$378.7 million and $237.9$526.9 million at September 30, 2017March 31, 2020 and December 31, 2016,2019, respectively. IncludedAlso included in the deposit balances contained on the balance sheettime deposits are reciprocal deposits of $49.3$79.3 million and $43.1$64.1 million at September 30, 2017March 31, 2020 and December 31, 2016,2019, respectively.
38
The actual and required capital ratios wereare, as follows:
September 30, 2017 | Regulatory Minimum to be Well Capitalized | December 31, 2016 | Regulatory Minimum to be Well Capitalized | |||||||||
Company (consolidated) | ||||||||||||
Total capital to risk weighted assets | 13.8 | % | 10.0 | % | 16.5 | % | 10.0 | % | ||||
Common equity tier 1 capital to risk weighted assets | 11.3 | 6.5 | 15.0 | 6.5 | ||||||||
Tier 1 capital to risk weighted assets | 12.7 | 8.0 | 15.0 | 8.0 | ||||||||
Tier 1 capital to average assets | 8.0 | 5.0 | 8.9 | 5.0 | ||||||||
Bank | ||||||||||||
Total capital to risk weighted assets | 13.8 | % | 10.0 | % | 16.7 | % | 10.0 | % | ||||
Common equity tier 1 capital to risk weighted assets | 13.0 | 6.5 | 15.2 | 6.5 | ||||||||
Tier 1 capital to risk weighted assets | 13.0 | 8.0 | 15.2 | 8.0 | ||||||||
Tier 1 capital to average assets | 8.5 | 5.0 | 9.1 | 5.0 |
| | | | | | | | | |
|
| |
| Regulatory |
| |
| Regulatory |
|
| | March 31, | | Minimum to be | | December 31, | | Minimum to be |
|
| | 2020 | | "Well Capitalized" | | 2019 | | "Well Capitalized" |
|
Company (consolidated) |
|
|
|
|
|
|
|
| |
Total capital to risk-weighted assets |
| 13.61 | % | 10.50 | % | 13.61 | % | 10.50 | % |
Common equity tier 1 capital to risk-weighted assets |
| 10.61 |
| 7.00 |
| 10.57 |
| 7.00 | |
Tier 1 capital to risk-weighted assets |
| 11.42 |
| 8.50 |
| 11.39 |
| 8.50 | |
Tier 1 capital to average assets |
| 8.25 |
| 5.00 |
| 8.13 |
| 5.00 | |
| | | | | | | | | |
Bank |
|
|
|
|
|
|
|
| |
Total capital to risk-weighted assets |
| 12.58 | % | 10.50 | % | 12.42 | % | 10.50 | % |
Common equity tier 1 capital to risk-weighted assets |
| 11.96 |
| 7.00 |
| 11.79 |
| 7.00 | |
Tier 1 capital to risk-weighted assets |
| 11.96 |
| 8.50 |
| 11.79 |
| 8.50 | |
Tier 1 capital to average assets |
| 8.64 |
| 5.00 |
| 8.39 |
| 5.00 | |
At each date shown, the Company and the Bank met the conditions to be classified as “well capitalized”“well-capitalized” under the relevant regulatory framework. To be categorized as well capitalized,"well-capitalized," an institution must maintain minimum total risk-based, Tier 1 risk-based, and Tier 1 leverage ratios as set forth in the table above.
The Company and the Bank becameare subject to the Basel III rule that requires the Company and the Bank to assess their Common equity tier 1 capital to risk weightedrisk-weighted assets and the Company and the Bank each exceed the minimum to be well capitalized. In addition, the final capital rules added a requirement to maintain a minimum conservation buffer, composed of common equity tier 1 capital, of 2.5% of risk-weighted assets, to be phased in over three years and applied to the common equity tier 1 risk-based capital ratio, the Tier 1 risk-based capital ratio and the Total risk-based capital ratio. Accordingly, banking organizations, on a fully phased in basis no later than"well-capitalized." Effective January 1, 2019 all banking organizations must maintain a minimum Common equity tier 1 risk-based capital ratio of 7.0%, a minimum Tier 1 risk-based capital ratio of 8.5% and a minimum Total risk-based capital ratio of 10.5%.
At September 30, 2017,March 31, 2020, the capital levels of both the Company and the Bank exceeded all regulatory capital requirements and their regulatory capital ratios were above the minimum levels required to be considered well capitalized"well-capitalized" for regulatory purposes. The capital levels of both the Company and the Bank at September 30, 2017 also exceeded the minimum capital requirements including the currently applicable capital conservation buffer of 0.625%.
Accumulated other comprehensive loss
Components of accumulated other comprehensive income is, as follows:
| | | | | | |
(in thousands) |
| March 31, 2020 |
| December 31, 2019 | ||
Other accumulated comprehensive income, before tax: |
| |
|
| |
|
Net unrealized gain on AFS securities | | $ | 12,699 | | $ | 7,342 |
Net unrealized loss on hedging derivatives | |
| (3,099) | |
| (718) |
Net unrealized loss on post-retirement plans | |
| (1,512) | |
| (1,512) |
| | | | | | |
Income taxes related to items of accumulated other comprehensive income: | |
|
| |
|
|
Net unrealized gain on AFS securities | |
| (3,139) | |
| (1,793) |
Net unrealized loss on hedging derivatives | |
| 886 | |
| 237 |
Net unrealized loss on post-retirement plans | |
| 355 | |
| 355 |
Accumulated other comprehensive income | | $ | 6,190 | | $ | 3,911 |
39
(In thousands) | September 30, 2017 | December 31, 2016 | ||||||
Other accumulated comprehensive income (loss), before tax: | ||||||||
Net unrealized holding gain/(loss) on AFS securities | $ | 1,849 | $ | (3,269 | ) | |||
Net unrealized loss on effective cash flow hedging derivatives | (3,570 | ) | (2,766 | ) | ||||
Net unrealized holding loss on post-retirement plans | (577 | ) | (622 | ) | ||||
Income taxes related to items of accumulated other comprehensive loss: | ||||||||
Net unrealized holding (loss)/gain on AFS securities | (695 | ) | 1,144 | |||||
Net unrealized loss on effective cash flow hedging derivatives | 1,341 | 968 | ||||||
Net unrealized holding loss on post-retirement plans | 217 | 219 | ||||||
Accumulated other comprehensive loss | $ | (1,435 | ) | $ | (4,326 | ) |
The following tablestable presents the components of other comprehensive income (loss) for the three and nine months ended September 30, 2017March 31, 2020 and 2016:
| | | | | | | | | |
(in thousands) |
| Before Tax |
| Tax Effect |
| Net of Tax | |||
Three Months Ended March 31, 2020 |
| |
|
| |
|
| |
|
Net unrealized gain on AFS securities: |
| |
|
| |
|
| |
|
Net unrealized gain arising during the period | | $ | 5,492 | | $ | (1,378) | | $ | 4,114 |
Less: reclassification adjustment for gains (losses) realized in net income | |
| 135 | |
| (32) | |
| 103 |
Net unrealized gain on AFS securities | |
| 5,357 | |
| (1,346) | |
| 4,011 |
| | | | | | | | | |
Net unrealized loss on derivative hedges: | |
|
| |
|
| |
|
|
Net unrealized loss arising during the period | |
| (2,382) | |
| 650 | |
| (1,732) |
Less: reclassification adjustment for gains (losses) realized in net income | |
| — | |
| — | |
| — |
Net unrealized loss on derivative hedges | |
| (2,382) | |
| 650 | |
| (1,732) |
| | | | | | | | | |
Net unrealized gain on post-retirement plans: | |
|
| |
|
| |
|
|
Net unrealized gain arising during the period | |
| — | |
| — | |
| — |
Less: reclassification adjustment for gains (losses) realized in net income | |
| — | |
| — | |
| — |
Net unrealized gain on post-retirement plans | |
| — | |
| — | |
| — |
Other comprehensive income | | $ | 2,975 | | $ | (696) | | $ | 2,279 |
| | | | | | | | | |
Three Months Ended March 31, 2019 | |
|
| |
|
| |
|
|
Net unrealized gain on AFS securities: | |
|
| |
|
| |
|
|
Net unrealized gain arising during the period | | $ | 8,900 | | $ | (2,079) | | $ | 6,821 |
Less: reclassification adjustment for gains realized in net income | |
| — | |
| — | |
| — |
Net unrealized gain on AFS securities | |
| 8,900 | |
| (2,079) | |
| 6,821 |
| | | | | | | | | |
Net unrealized loss on cash flow hedging derivatives: | |
|
| |
|
| |
|
|
Net unrealized loss arising during the period | |
| (845) | |
| 198 | |
| (647) |
Less: reclassification adjustment for gains (losses) realized in net income | |
| — | |
| — | |
| — |
Net unrealized gain on cash flow hedging derivatives | |
| (845) | |
| 198 | |
| (647) |
| | | | | | | | | |
Net unrealized gain on post-retirement plans: | |
|
| |
|
| |
|
|
Net unrealized gain arising during the period | |
| — | |
| — | |
| — |
Less: reclassification adjustment for gains (losses) realized in net income | |
| — | |
| — | |
| — |
Net unrealized gain on post-retirement plans | |
| — | |
| — | |
| — |
Other comprehensive income | | $ | 8,055 | | $ | (1,881) | | $ | 6,174 |
40
(In thousands) | Before Tax | Tax Effect | Net of Tax | |||||||||
Three Months Ended September 30, 2017 | ||||||||||||
Net unrealized holding gain on AFS securities: | x | |||||||||||
Net unrealized gain arising during the period | $ | 531 | $ | (199 | ) | $ | 332 | |||||
Less: reclassification adjustment for gains (losses) realized in net income | 19 | (7 | ) | 12 | ||||||||
Net unrealized holding gain on AFS securities | 512 | (192 | ) | 320 | ||||||||
Net unrealized loss on cash flow hedging derivatives: | ||||||||||||
Net unrealized loss arising during the period | (84 | ) | 31 | (53 | ) | |||||||
Less: reclassification adjustment for gains (losses) realized in net income | — | — | — | |||||||||
Net unrealized gain on cash flow hedging derivatives | (84 | ) | 31 | (53 | ) | |||||||
Net unrealized holding loss on post-retirement plans: | ||||||||||||
Net unrealized gain/(loss) arising during the period | 5 | (2 | ) | 3 | ||||||||
Less: reclassification adjustment for gains (losses) realized in net income | — | — | — | |||||||||
Net unrealized holding gain/(loss) on post-retirement plans | 5 | (2 | ) | 3 | ||||||||
Other comprehensive income | $ | 433 | $ | (163 | ) | $ | 270 | |||||
Three Months Ended September 30, 2016 | ||||||||||||
Net unrealized holding gains on AFS securities: | ||||||||||||
Net unrealized gains arising during the period | $ | (4,223 | ) | $ | 1,478 | $ | (2,745 | ) | ||||
Less: reclassification adjustment for gains realized in net income | 1,354 | (474 | ) | 880 | ||||||||
Net unrealized holding gains on AFS securities | (5,577 | ) | 1,952 | (3,625 | ) | |||||||
Net unrealized (loss) on cash flow hedging derivatives: | ||||||||||||
Net unrealized (loss) arising during the period | (92 | ) | 32 | (60 | ) | |||||||
Less: reclassification adjustment for gains (losses) realized in net income | — | — | — | |||||||||
Net unrealized (loss) on cash flow hedging derivatives | (92 | ) | 32 | (60 | ) | |||||||
Net unrealized holding gain on post-retirement plans: | ||||||||||||
Net unrealized gain arising during the period | 8 | (3 | ) | 5 | ||||||||
Less: reclassification adjustment for gains (losses) realized in net income | — | — | — | |||||||||
Net unrealized holding gain on post-retirement plans | 8 | (3 | ) | 5 | ||||||||
Other comprehensive income | $ | (5,661 | ) | $ | 1,981 | $ | (3,680 | ) |
(In thousands) | Before Tax | Tax Effect | Net of Tax | |||||||||
Nine Months Ended September 30, 2017 | ||||||||||||
Net unrealized holding gain on AFS securities: | x | |||||||||||
Net unrealized gain arising during the period | $ | 5,138 | $ | (1,846 | ) | $ | 3,292 | |||||
Less: reclassification adjustment for gains (losses) realized in net income | 19 | (7 | ) | 12 | ||||||||
Net unrealized holding gain on AFS securities | 5,119 | (1,839 | ) | 3,280 | ||||||||
Net unrealized loss on cash flow hedging derivatives: | ||||||||||||
Net unrealized loss arising during the period | (805 | ) | 373 | (432 | ) | |||||||
Less: reclassification adjustment for gains (losses) realized in net income | — | — | — | |||||||||
Net unrealized gain on cash flow hedging derivatives | (805 | ) | 373 | (432 | ) | |||||||
Net unrealized holding loss on post-retirement plans: | ||||||||||||
Net unrealized gain arising during the period | 45 | (2 | ) | 43 | ||||||||
Less: reclassification adjustment for gains (losses) realized in net income | — | — | — | |||||||||
Net unrealized holding gain on post-retirement plans | 45 | (2 | ) | 43 | ||||||||
Other comprehensive income | $ | 4,359 | $ | (1,468 | ) | $ | 2,891 | |||||
Nine Months Ended September 30, 2016 | ||||||||||||
Net unrealized holding gains on AFS securities: | ||||||||||||
Net unrealized gains arising during the period | $ | 7,530 | $ | (2,635 | ) | $ | 4,895 | |||||
Less: reclassification adjustment for gains realized in net income | 4,489 | (1,571 | ) | 2,918 | ||||||||
Net unrealized holding gains on AFS securities | 3,041 | (1,064 | ) | 1,977 | ||||||||
Net unrealized (loss) on cash flow hedging derivatives: | ||||||||||||
Net unrealized (loss) arising during the period | (1,309 | ) | 458 | (851 | ) | |||||||
Less: reclassification adjustment for gains (losses) realized in net income | — | — | — | |||||||||
Net unrealized (loss) on cash flow hedging derivatives | (1,309 | ) | 458 | (851 | ) | |||||||
Net unrealized holding gain on post-retirement plans: | ||||||||||||
Net unrealized gain arising during the period | 86 | (30 | ) | 56 | ||||||||
Less: reclassification adjustment for gains (losses) realized in net income | — | — | — | |||||||||
Net unrealized holding gain on post-retirement plans | 86 | (30 | ) | 56 | ||||||||
Other comprehensive income | $ | 1,818 | $ | (636 | ) | $ | 1,182 |
The following table presents the changes in each component of accumulated other comprehensive income (loss), net of tax impacts, for the three and nine months ended September 30, 2017March 31, 2020 and 2016:
(in thousands) | Net unrealized holding gain on AFS Securities | Net loss on effective cash flow hedging derivatives | Net unrealized holding loss on pension plans | Total | ||||||||||||
Three Months Ended September 30, 2017 | ||||||||||||||||
Balance at beginning of period | $ | 836 | $ | (2,177 | ) | $ | (364 | ) | $ | (1,705 | ) | |||||
Other comprehensive gain(loss) before reclassifications | 332 | (53 | ) | 3 | 282 | |||||||||||
Less: amounts reclassified from accumulated other comprehensive income | 12 | — | — | 12 | ||||||||||||
Total other comprehensive income | 320 | (53 | ) | 3 | 270 | |||||||||||
Balance at end of period | $ | 1,156 | $ | (2,230 | ) | $ | (361 | ) | $ | (1,435 | ) | |||||
Three Months Ended September 30, 2016 | ||||||||||||||||
Balance at beginning of period | $ | 11,315 | $ | (2,412 | ) | $ | (412 | ) | $ | 8,491 | ||||||
Other comprehensive gain before reclassifications | (2,745 | ) | (60 | ) | 5 | (2,800 | ) | |||||||||
Less: amounts reclassified from accumulated other comprehensive income | 880 | — | — | 880 | ||||||||||||
Total other comprehensive income | (3,625 | ) | (60 | ) | 5 | (3,680 | ) | |||||||||
Balance at end of period | $ | 7,690 | $ | (2,472 | ) | $ | (407 | ) | $ | 4,811 | ||||||
Nine Months Ended September 30, 2017 | ||||||||||||||||
Balance at beginning of period | $ | (2,124 | ) | $ | (1,798 | ) | $ | (404 | ) | $ | (4,326 | ) | ||||
Other comprehensive gain(loss) before reclassifications | 3,292 | (432 | ) | 43 | 2,903 | |||||||||||
Less: amounts reclassified from accumulated other comprehensive income | 12 | — | — | 12 | ||||||||||||
Total other comprehensive income | 3,280 | (432 | ) | 43 | 2,891 | |||||||||||
Balance at end of period | $ | 1,156 | $ | (2,230 | ) | $ | (361 | ) | $ | (1,435 | ) | |||||
Nine Months Ended September 30, 2016 | ||||||||||||||||
Balance at beginning of period | $ | 5,713 | $ | (1,621 | ) | $ | (463 | ) | $ | 3,629 | ||||||
Other comprehensive gain before reclassifications | 4,895 | (851 | ) | 56 | 4,100 | |||||||||||
Less: amounts reclassified from accumulated other comprehensive income | 2,918 | — | — | 2,918 | ||||||||||||
Total other comprehensive income | 1,977 | (851 | ) | 56 | 1,182 | |||||||||||
Balance at end of period | $ | 7,690 | $ | (2,472 | ) | $ | (407 | ) | $ | 4,811 |
| | | | | | | | | | | | |
|
| Net unrealized |
| Net loss on |
| Net unrealized |
| | | |||
| | gain (loss) | | effective cash | | loss | | | | |||
| | on AFS | | flow hedging | | on pension | | | | |||
(in thousands) | | Securities | | derivatives | | plans | | Total | ||||
Three Months Ended March 31, 2020 | |
| | |
| | |
| | |
| |
Balance at beginning of period | | $ | 5,549 | | $ | (481) | | $ | (1,157) | | $ | 3,911 |
Other comprehensive gain (loss) before reclassifications | |
| 4,114 | |
| (1,732) | |
| — | |
| 2,382 |
Less: amounts reclassified from accumulated other comprehensive income | |
| 103 | |
| — | |
| — | |
| 103 |
Total other comprehensive income (loss) | |
| 4,011 | |
| (1,732) | |
| — | |
| 2,279 |
Balance at end of period | | $ | 9,560 | | $ | (2,213) | | $ | (1,157) | | $ | 6,190 |
| | | | | | | | | | | | |
Three Months Ended March 31, 2019 | |
|
| |
|
| |
|
| |
| |
Balance at beginning of period | | $ | (8,665) | | $ | (2,249) | | $ | (888) | | $ | (11,802) |
Other comprehensive gain (loss) before reclassifications | |
| 6,821 | |
| (647) | |
| — | |
| 6,174 |
Less: amounts reclassified from accumulated other comprehensive income | |
| — | |
| — | |
| — | |
| — |
Total other comprehensive income (loss) | |
| 6,821 | |
| (647) | |
| — | |
| 6,174 |
Balance at end of period | | $ | (1,844) | | $ | (2,896) | | $ | (888) | | $ | (5,628) |
The following tables presents the amounts reclassified out of each component of accumulated other comprehensive income (loss) for the three and nine months ended September 30, 2017March 31, 2020 and 2016:
| | | | | | | | | |
| | Three Months Ended March 31, | | | Affected Line Item where | ||||
(in thousands) |
| 2020 |
| 2019 |
|
| Net Income is Presented | ||
Net realized gains on AFS securities: | |
| | |
| | | |
|
Before tax(1) | | $ | 135 | | $ | — | |
| Non-interest income |
Tax effect | |
| (32) | |
| — | |
| Tax expense |
Total reclassifications for the period | | $ | 103 | | $ | — | |
| Net of tax |
Three Months Ended September 30, | Affected Line Item in the Statement where Net Income is Presented | |||||||||
(in thousands) | 2017 | 2016 | ||||||||
Realized gains on AFS securities: | ||||||||||
$ | 19 | $ | 1,354 | Non-interest income | ||||||
(7 | ) | (474 | ) | Tax expense | ||||||
Total reclassifications for the period | $ | 12 | $ | 880 | Net of tax |
(1) | Net realized gains before tax include gross realized gains $146 thousand and realized losses of $11 thousand. |
..
41
Nine Months Ended September 30, | Affected Line Item in the Statement where Net Income is Presented | |||||||||
(in thousands) | 2017 | 2016 | ||||||||
Realized gains on AFS securities: | ||||||||||
$ | 19 | $ | 4,489 | Non-interest income | ||||||
(7 | ) | (1,571 | ) | Tax expense | ||||||
Total reclassifications for the period | $ | 12 | $ | 2,918 | Net of tax |
The following table presents the calculation of earnings per share have been computed based on the following (average diluted shares outstanding are calculated using the treasury stock method):
| | | | | | |
| | Three Months Ended | ||||
| | March 31, | ||||
(in thousands, except per share and share data) |
| 2020 |
| 2019 | ||
Net income | | $ | 7,721 | | $ | 7,281 |
| | | | | | |
Average number of basic common shares outstanding | |
| 15,558,132 | |
| 15,523,423 |
Plus: dilutive effect of stock options and awards outstanding (1) | |
| 34,463 | |
| 63,226 |
Average number of diluted common shares outstanding (1) | |
| 15,592,595 | |
| 15,586,649 |
| | | | | | |
Anti-dilutive options excluded from earnings calculation | |
| — | |
| — |
| | | | | | |
Earnings per share: | |
|
| |
|
|
Basic | | $ | 0.50 | | $ | 0.47 |
Diluted | | $ | 0.50 | | $ | 0.47 |
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
(In thousands, except per share and share data) | 2017 | 2016 | 2017 | 2016 | ||||||||||||
Net income | $ | 8,617 | $ | 3,632 | $ | 19,386 | $ | 12,349 | ||||||||
Average number of basic common shares outstanding | 15,420,499 | 9,063,576 | 15,098,377 | 9,036,548 | ||||||||||||
Plus: dilutive effect of stock options and awards outstanding | 90,026 | 98,112 | 105,661 | 101,009 | ||||||||||||
Average number of diluted common shares outstanding | 15,510,525 | 9,161,688 | 15,204,038 | 9,137,557 | ||||||||||||
Anti-dilutive options excluded from earnings calculation | — | 101,826 | 8,247 | 107,535 | ||||||||||||
Earnings per share: | ||||||||||||||||
Basic | $ | 0.56 | $ | 0.40 | $ | 1.27 | $ | 1.37 | ||||||||
Diluted | $ | 0.56 | $ | 0.40 | $ | 1.27 | $ | 1.35 |
(1) | Average diluted shares outstanding are computed using the treasury stock method. |
..
42
As part of its overall asset and liability management strategy, the Bank periodicallyCompany uses derivative instruments to minimize significant unplanned fluctuations in earnings and cash flows caused by interest rate volatility. The Bank’sCompany’s interest rate risk management strategy involves modifying the re-pricing characteristics of certain assets or liabilities so thatthe changes in interest rates do not have a significant effect on net interest income.
The Company recognizes its derivative instruments on the consolidated balance sheet at fair value. On the date the derivative instrument is entered into, the BankCompany designates whether the derivative is part of a hedging relationship (i.e., cash flow or fair value hedge). The BankCompany formally documents relationships between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking hedge transactions. The BankCompany also assesses,
The Company offers derivative products in earnings. The Bank discontinues hedge accounting when it is determined thatthe form of interest rate swaps, to commercial loan customers to facilitate their risk management strategies. These instruments are executed through Master Netting Arrangements ("MNA") with financial institution counterparties or Risk Participation Agreements ("RPA") with commercial bank counterparties, for which the Company assumes a pro rata share of the credit exposure associated with a borrower's performance related to the derivative is no longer effective in offsetting changes ofcontract with the hedged risk on the hedged item, or management determines that the designation of the derivative as a hedging instrument is no longer appropriate.
The following tables present information about derivative assets and liabilities at September 30, 2017, follows:
Weighted Average Maturity | Estimated Fair Value Asset (Liability) | |||||||||
Notional Amount | ||||||||||
(In thousands) | (In years) | (In thousands) | ||||||||
Cash flow hedges: | ||||||||||
Interest rate caps agreements | $ | 90,000 | 5.4 | $ | 793 | |||||
Total cash flow hedges | 90,000 | 5.4 | 793 | |||||||
Economic hedges: | ||||||||||
Forward sale commitments | 16,547 | 0.2 | (173 | ) | ||||||
Total economic hedges | 16,547 | 0.2 | (173 | ) | ||||||
Non-hedging derivatives: | ||||||||||
Interest rate lock commitments | 16,742 | 0.2 | 16 | |||||||
Total non-hedging derivatives | 16,742 | 0.2 | 16 | |||||||
Total | $ | 123,289 | $ | 636 |
| | | | | | | | | | | |
| | March 31, 2020 |
| | |||||||
| | | | Weighted | | |
| Location Fair | |||
| | Notional | | Average | | Fair Value | | Value Asset | |||
| | Amount | | Maturity | | Asset (Liability) |
| (Liability) | |||
|
| (in thousands) |
| (in years) |
| (in thousands) |
| | |||
Cash flow hedges: | | | | | | | | | | | |
Interest rate swap on wholesale funding | | $ | 100,000 |
| | 4.3 | | $ | (6,467) | | Other liabilities |
Total cash flow hedges | |
| 100,000 |
| | 4.3 | | | (6,467) | | |
| | | | | | | | | | | |
Fair value hedges: | | | | | | | | | | | |
Interest rate swap on securities | |
| 37,190 |
| | 9.3 | |
| 3,368 | | Other liabilities |
Total fair value hedges | |
| 37,190 |
| | | | | 3,368 | | |
| | | | | | | | | | | |
Economic hedges: | | | | | | | | | | | |
Forward sale commitments | |
| 53,751 |
| | 0.2 | |
| (73) | | Other liabilities |
Customer Loan Swaps-MNA Counterparty | | | 150,490 | | | 7.8 | | | (15,463) | | Other liabilities (1) |
Customer Loan Swaps-RPA Counterparty | | | 78,505 | | | 8.7 | | | (9,470) | | Other liabilities (1) |
Customer Loan Swaps-Customer | | | 228,995 | | | 8.1 | | | 24,933 | | Other liabilities (1) |
Total economic hedges | |
| 511,741 |
| | | | | (73) | | |
| | | | | | | | | | | |
Non-hedging derivatives: | | | | | | | | | | | |
Interest rate lock commitments | |
| 23,146 |
| | 0.1 | |
| 93 | | Other assets |
Total non-hedging derivatives | |
| 23,146 |
| | | | | 93 | | |
| | | | | | | | | | | |
Total | | $ | 672,077 | | | | | $ | (3,079) | | |
(1) | CustomerloanderivativesaresubjecttoMNAorRPAarrangementswithfinancialinstitutioncounterparties. |
43
| | | | | | | | | | | |
| | December 31, 2019 |
| | |||||||
| | | | Weighted | | |
| Location Fair | |||
| | Notional | | Average | | Fair Value | | Value Asset | |||
| | Amount | | Maturity | | Asset (Liability) |
| (Liability) | |||
|
| (in thousands) |
| (in years) |
| (in thousands) |
| | |||
Cash flow hedges: |
| |
|
| |
|
| |
| | |
Interest rate swap on wholesale funding | | $ | 100,000 |
| | 4.6 | | $ | (1,311) | | Other liabilities |
Total cash flow hedges | |
| 100,000 |
| | | |
| (1,311) | | |
| | | | | | | | | | | |
Fair value hedges: | | | | | | | | | | | |
Interest rate swap on securities | |
| 37,190 |
| | 9.6 | |
| 593 | | Other liabilities |
Total fair value hedges | |
| 37,190 |
| | | | | 593 | | |
| | | | | | | | | | | |
Economic hedges: | | | | | | | | | | | |
Forward sale commitments | | | 11,228 |
| | 0.1 | |
| (84) | | Other liabilities |
Customer Loan Swaps-MNA Counterparty | | | 135,598 |
| | 7.5 | |
| (4,669) | | (1) |
Customer Loan Swaps-RPA Counterparty | | | 69,505 |
| | 8.8 | |
| (3,377) | | (1) |
Customer Loan Swaps-Customer | | | 205,103 |
| | 8.1 | |
| 8,046 | | (1) |
Total economic hedges | |
| 421,434 |
| | | | | (84) | | |
| | | | | | | | | | | |
Non-hedging derivatives: | |
|
|
| |
| |
|
| | |
Interest rate lock commitments | |
| 21,748 |
| | 0.1 | |
| 59 | | Other assets |
Total non-hedging derivatives | |
| 21,748 |
| | | |
| 59 | | |
| | | | | | | | | | | |
Total | | $ | 580,372 | | | | | $ | (743) | | |
(1) | Customer loan derivatives are subject to MNA or RPA arrangements with financial institution counterparties, thus assets and liabilities with the counterparty are netted for financial statement presentation. |
Asof March 31, 2020 and an estimatedDecember31,2019,thefollowingamountswererecordedonthebalancesheetrelatedtocumulative basis adjustments for fair valuehedges:
| | | | | | | | |
|
| |
| | |
| Cumulative Amount of Fair | |
| | Location of Hedged Item on | | Carrying Amount of Hedged | | Value Hedging Adjustment in | ||
|
| Balance Sheet |
| Assets (Liabilities) |
| Carrying Amount | ||
March 31, 2020 |
|
|
| |
|
| |
|
Fair value hedges: |
|
|
| |
|
| |
|
Interest rate swap on securities |
| Securities Available for Sale | | $ | 38,710 | | $ | 207 |
| | | | | | | | |
December 31, 2019 |
|
| |
|
| |
|
|
Fair value hedges: |
|
| |
|
| |
|
|
Interest rate swap on securities |
| Securities Available for Sale | | $ | 39,026 | | $ | 523 |
44
Information about derivative assets and liabilities for the threeMarch 31, 2020 and nine months ended September 30, 2017 and September 30, 2016,December 31, 2019, follows:
| | | | | | | | | | | | | |
| | Three Months Ended March 31, 2020 | |||||||||||
|
| Amount of |
| |
| Amount of |
| |
| | |||
| | Gain (Loss) | | | | Gain (Loss) | | | | | |||
| | Recognized in | | | | Reclassified | | Location of | | Amount of | |||
| | Other | | Location of Gain (Loss) | | from Other | | Gain (Loss) | | Gain (Loss) | |||
| | Comprehensive | | Reclassified from Other | | Comprehensive | | Recognized in | | Recognized | |||
(in thousands) |
| Income |
| Comprehensive Income |
| Income(1) |
| Income |
| in Income | |||
Cash flow hedges: |
| |
|
|
|
| |
|
|
|
| |
|
Interest rate swap on wholesale funding | | $ | 4,949 |
| Other income | | $ | — |
| Interest expense | | $ | 1 |
Total cash flow hedges | |
| 4,949 |
| | |
| — |
|
| |
| 1 |
| | | | | | | | | | | | | |
Fair value hedges: | |
|
|
|
| |
|
|
|
| |
|
|
Interest rate swap on securities | |
| (2,736) |
| Interest income | |
| — |
| Interest income | |
| 13 |
Total fair value hedges | |
| (2,736) |
| | |
| — |
|
| |
| 13 |
| | | | | | | | | | | | | |
Economic hedges: | |
|
|
|
| |
|
|
|
| |
|
|
Forward commitments | |
| — |
| Other income | |
| — |
| Other income | |
| 11 |
Total economic hedges | |
| — |
| | |
| — |
|
| |
| 11 |
| | | | | | | | | | | | | |
Non-hedging derivatives: | |
|
|
|
| |
|
|
|
| |
|
|
Interest rate lock commitments | |
| — |
| Other Income | |
| — |
| Other Income | |
| 34 |
Total non-hedging derivatives | |
| — |
| | |
| — |
|
| |
| 34 |
| | | | | | | | | | | | | |
Total | | $ | 2,213 | | | | $ | — |
|
| | $ | 59 |
(1) | As of March 31, 2020 the Company does not expect any gains or losses from accumulated other comprehensive income into earnings within the next 12 months. |
| | | | | | | | | | | | | |
| | Three Months Ended March 31, 2019 | |||||||||||
|
| Amount of |
| |
| Amount of |
| |
| | |||
| | Gain (Loss) | | | | Gain (Loss) | | | | Amount of | |||
| | Recognized in | | | | Reclassified | | Location of | | Gain (Loss) | |||
| | Other | | Location of Gain (Loss) | | from Other | | Gain (Loss) | | Recognized | |||
| | Comprehensive | | Reclassified from Other | | Comprehensive | | Recognized in | | Recognized | |||
(in thousands) | | Income | | Comprehensive Income | | Income(1) | | Income | | in Income | |||
Cash flow hedges: |
| |
|
|
| |
|
|
|
|
| |
|
Interest rate swap on wholesale funding | | $ | 402 |
| Other income | | $ | — |
| Interest expense | | $ | — |
Interest rate cap agreements | | | 2,494 | | Acquisition, restructuring, and other expenses | | | | | Interest expense | | | 163 |
Total cash flow hedges | | | 2,896 | | | |
| — |
| | |
| — |
| |
| | | | | | | | | | | |
Economic hedges: | | |
|
|
| |
|
|
|
| |
|
|
Forward commitments | |
| — |
| Other income | |
| — |
| Other income | |
| (65) |
Total economic hedges | | | — | | | |
| — |
|
| |
| — |
| |
| | | | | | | | | | | |
Non-hedging derivatives: | |
|
|
|
| |
|
|
|
| |
|
|
Interest rate lock commitments | |
| — |
| Other income | |
| — |
| Other Income | |
| 6 |
Total non-hedging derivatives | | | — | | | |
| — |
|
| |
| 6 |
| | | | | | | | | | | | | |
Total | | $ | 2,896 |
|
| | $ | — |
|
| | $ | 6 |
(1) | As of March 31, 2019 the Company does not expect any gains or losses from accumulated other comprehensive income into earnings within the next 12 months. |
45
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
(In thousands) | 2017 | 2016 | 2017 | 2016 | ||||||||||||
Cash flow hedges: | ||||||||||||||||
Interest rate cap agreements | ||||||||||||||||
Realized in interest expense | $ | 74 | $ | 14 | $ | 168 | $ | 24 | ||||||||
Economic hedges: | ||||||||||||||||
Forward commitments | ||||||||||||||||
Realized loss in other non-interest income | 58 | — | (29 | ) | — | |||||||||||
Non-hedging derivatives: | ||||||||||||||||
Interest rate lock commitments | ||||||||||||||||
Realized loss in other non-interest income | 19 | — | (5 | ) | — |
Interest rate cap agreements
In 2014, interest rate cap agreements were purchased to limit the Bank’sCompany’s exposure to rising interest rates on four4 rolling, three-month borrowings indexed to three monththree-month LIBOR. Under the terms of the agreements, the BankCompany paid total premiums of $4,566$4.6 million for the right to receive cash flow payments if 3-monththree-month LIBOR rises above the caps of 3.00%, thus effectively ensuring interest expense on the borrowings at maximum rates of 3.00% for the duration of the agreements. The interest rate cap agreements were designated as cash flow hedges.hedges, however the caps were terminated in the fourth quarter of 2019, with $3.2 million recognized in acquisition, restructuring and other expenses. The fair valuescaps were terminated because it was probable that the original forecasted transaction would not occur by the end of the original specified period.
Interest rate swap on deposits
In March and November 2019, the Company entered into interest rate cap agreements are included in other assetsswaps on brokered deposits (the "SWAPS") to limit its exposure to rising interest rates over a five year term. Under the terms of the agreement, the Company has 2 swaps each with a $50.0 million notional amount and pays a fixed interest rate of 2.46% and 1.55% respectively, and the financial institution counterparty pays the Company interest on the Company’s consolidated balance sheets. Changes inthree-month LIBOR rate. The Company designated the fair value, representing unrealized gains or losses, are recorded in accumulated other comprehensive income, net of tax. The premiums paid on the interest rate cap agreements are being recognizedswap as increases in interest expense over the duration of the agreements using the caplet method.
Economic hedges
Forward sale commitments
The Company utilizes forward sale commitments on residential mortgage loans to hedge interest rate risk and the associated effects on the fair value of interest rate lock commitments and loans originated for sale. The forward sale commitments are accounted for as derivatives with changes in fair value recorded in current period earnings.derivatives. The Company typically uses a combination of best efforts and mandatory delivery contracts. The contracts which are loan sale agreements where the Company commits to deliver a certain principal amount of mortgage loans to an investor at a specified price on or before a specified date. Generally, the Company may enter into mandatory delivery contracts shortly afterjust prior to the loan closesclosing with a customer.
Customer loan derivatives
The Company enters into customer loan derivatives to facilitate the risk management strategies for commercial banking customers. The Company mitigates this risk by entering into equal and offsetting loan swap agreements with highly rated third-party financial institutions. The loan swap agreements are free-standing derivatives and are recorded at fair value in the Company's consolidated balance sheet. The Company is party to master netting arrangements with its financial institutional counterparties; however, the Company does not offset assets and liabilities under these arrangements for financial statement presentation purposes.
The master netting arrangements provide for a single net settlement of all loan swap agreements, as well as collateral or cash funds, in the event of default on, or termination of, any one contract. Collateral is provided by cash or securities received or posted by the counterparty with net liability positions, respectively, in accordance with contract thresholds. Currently, the Company has posted cash of $26.2 million with counterparties.
| | | | | | | | | | | | |
| | Gross Amounts Offset in the Consolidated Balance Sheet | ||||||||||
| | Derivative | | | | Cash Collateral | | | | |||
(in thousands) |
| Liabilities |
| Derivative Assets |
| Pledged |
| Net Amount | ||||
As of March 31, 2020 | |
| | |
| | |
| | |
| |
Customer Loan Derivatives: |
| |
|
| |
|
| |
|
| |
|
MNA counterparty | | $ | (15,463) | | $ | 15,463 | | $ | 26,200 | | $ | — |
RPA counterparty | |
| (9,470) | |
| 9,470 | |
| — | |
| — |
Total | | $ | (24,933) | | $ | 24,933 | | $ | 26,200 | | $ | — |
46
| | | | | | | | | | | | |
| | Gross Amounts Offset in the Consolidated Balance Sheet | ||||||||||
| | Derivative | | | | Cash Collateral | | | | |||
(in thousands) |
| Liabilities |
| Derivative Assets |
| Pledged |
| Net Amount | ||||
As of December 31, 2019 | |
| | |
| | |
| | |
| |
Customer Loan Derivatives: |
| |
|
| |
|
| |
|
| |
|
MNA counterparty | | $ | (4,669) | | $ | 4,669 | | $ | 10,700 | | $ | — |
RPA counterparty | |
| (3,377) | |
| 3,377 | |
| — | |
| — |
Total | | $ | (8,046) | | $ | 8,046 | | $ | 10,700 | | $ | — |
Non-hedging derivatives
Interest rate lock commitments
The Company enters into interest rate lock commitments (“IRLCs”) for residential mortgage loans, which commit the Company to lend funds to a potential borrower at a specific interest rate and within a specified period of time. IRLCs that relate to the origination of residential mortgage loans that will beare held for sale are considered derivative financial instruments under applicable accounting guidance. Outstanding IRLCs expose the Company to the risk that the price of the mortgage loans underlying the commitments may decline due to increases in mortgage interest rates from inception of the rate lock to the funding of the loan. The IRLCs are free-standing derivatives which are carried at fair value with changes recorded in noninterestnon-interest income in the Company’s consolidated statementsConsolidated Statements of income.Income. Changes in the fair value of IRLCs subsequent to inception are based onon; (i) changes in the fair value of the underlying loan resulting from the fulfillment of the commitment and (ii) changes in the probability thatwhen the loan will fund within the terms of the commitment, which is affected primarily by changes in interest rates and the passage of time.
47
A description of the valuation methodologies used for assets and liabilities measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below. These valuation methodologies were applied to all of the Company’s financial assets and financial liabilities that are carried at fair value.
Recurring Fair Value Measurements
The following table summarizes financial assets and financial liabilities measured at fair value on a recurring basis as of September 30, 2017March 31, 2020 and December 31, 2016,2019, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value.
September 30, 2017 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
(In thousands) | Inputs | Inputs | Inputs | Fair Value | ||||||||||||
Available for sale securities: | ||||||||||||||||
Obligations of US Government sponsored enterprises | $ | — | $ | 6,979 | $ | — | $ | 6,979 | ||||||||
Mortgage-backed securities: | ||||||||||||||||
US Government-sponsored enterprises | — | 437,957 | — | 437,957 | ||||||||||||
US Government agency | — | 102,138 | — | 102,138 | ||||||||||||
Private label | — | 719 | — | 719 | ||||||||||||
Obligations of states and political subdivisions thereof | — | 141,982 | — | 141,982 | ||||||||||||
Corporate bonds | — | 28,684 | — | 28,684 | ||||||||||||
Derivative assets | — | 793 | 16 | 809 | ||||||||||||
Derivative liabilities | — | — | (173 | ) | (173 | ) |
December 31, 2016 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
(In thousands) | Inputs | Inputs | Inputs | Fair Value | ||||||||||||
Available for sale securities: | ||||||||||||||||
Obligations of US Government sponsored enterprises | $ | — | $ | — | $ | — | $ | — | ||||||||
Mortgage-backed securities: | ||||||||||||||||
US Government-sponsored enterprises | — | 328,452 | — | 328,452 | ||||||||||||
US Government agency | — | 76,906 | — | 76,906 | ||||||||||||
Private label | — | 1,132 | — | 1,132 | ||||||||||||
Obligations of states and political subdivisions thereof | — | 122,366 | — | 122,366 | ||||||||||||
Corporate bonds | — | — | — | — | ||||||||||||
Derivative assets | — | 1,748 | — | 1,748 |
| | | | | | | | | | | | |
| | March 31, 2020 | ||||||||||
|
| Level 1 |
| Level 2 |
| Level 3 |
| Total | ||||
(in thousands) | | Inputs | | Inputs | | Inputs | | Fair Value | ||||
Available for sale securities: | | | | |
| | |
| | |
| |
Mortgage-backed securities: |
| |
|
| |
|
| |
|
| |
|
US Government-sponsored enterprises | | $ | — | | $ | 295,657 | | $ | — | | $ | 295,657 |
US Government agency | |
| — | |
| 101,669 | |
| — | |
| 101,669 |
Private label | |
| — | |
| 18,499 | |
| — | |
| 18,499 |
Obligations of states and political subdivisions thereof | |
| — | |
| 137,579 | |
| — | |
| 137,579 |
Corporate bonds | |
| — | |
| 72,937 | |
| — | |
| 72,937 |
Derivative assets | |
| — | |
| 24,933 | |
| 93 | |
| 25,026 |
Derivative liabilities | |
| — | |
| (28,032) | |
| (73) | |
| (28,105) |
| | | | | | | | | | | | |
| | December 31, 2019 | ||||||||||
|
| Level 1 |
| Level 2 |
| Level 3 |
| Total | ||||
(in thousands) | | Inputs | | Inputs | | Inputs | | Fair Value | ||||
Available for sale securities: | |
| | |
| | |
| | |
| |
Mortgage-backed securities: |
| |
|
| |
|
| |
|
| |
|
US Government-sponsored enterprises | | $ | — | | $ | 321,969 | | $ | — | | $ | 321,969 |
US Government agency | |
| — | |
| 99,661 | |
| — | |
| 99,661 |
Private label | |
| — | |
| 19,533 | |
| — | |
| 19,533 |
Obligations of states and political subdivisions thereof | |
| — | |
| 142,006 | |
| — | |
| 142,006 |
Corporate bonds | |
| — | |
| 80,061 | |
| — | |
| 80,061 |
Derivative assets | |
| — | |
| 6,791 | |
| 59 | |
| 6,850 |
Derivative liabilities | |
| — | |
| (8,102) | |
| (84) | |
| (8,186) |
Securities Available for Sale:
All securities and major categories of securities classified as available for sale are reported at fair value utilizing Level 2 inputs. For these securities, the Company obtains fair value measurements from independent pricing providers. The fair value measurements used by the pricing providers consider observable data that may include dealer quotes, market maker quotes and live trading systems. If quoted prices are not readily available, fair values are determined using matrix pricing models, or other model-based valuation techniques requiring observable inputs other than quoted prices such as market pricing spreads, credit information, callable features, cash flows, the U.S. Treasury yield curve, trade execution data, market consensus prepayment speeds, default rates, and the securities’ terms and conditions, among other things.
Derivative Assets and Liabilities
Cash Flow and Fair Value Hedges. The valuation of the Company's cash flow hedges are obtained from a third party. The pricing analysis is based on observable inputs for the contractual terms of the derivatives, including the period to maturity and interest rate curves. The inputs used to value the Company's cash flow hedges are all classified as Level 2 measurements.
Interest Rate Lock Commitments.
The Company enters into IRLCs for residential mortgage loans, which commit the Company to lend funds to a potential borrower at a specific interest rate and within a specified period of time. The estimated48
fair value of commitments to originate residential mortgage loans for sale is based on quoted prices for similar loans in active markets. However, this value is adjusted by a factor which considers the likelihood that theof a loan in a lock position will ultimately close. The closing ratio is derived from the Bank’sCompany’s internal data and is adjusted using significant management judgment. As such, IRLCs are classified as Level 3 measurements.
Forward Sale Commitments
. The Company utilizes forward sale commitments as economic hedges against potential changes in the values of the IRLCs and loans originated for sale. The fair values of the Company’s mandatory delivery loan sale commitments are determined similarly to the IRLCs using quoted prices in the market place that are observable. However, closing ratios included in the calculation are internally generated and are based on management’s judgment and prior experience, which are not considered
Customer Loan Derivatives. The valuation of the Company’s customer loan derivatives is obtained from a third-party pricing service and is determined using a discounted cash flow analysis on the expected cash flows of each derivative. The pricing analysis is based on observable inputs for the contractual terms of the derivatives, including the period to maturity and interest rate curves. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of master netting arrangements and any applicable credit enhancements, such as collateral postings.
Although the Company has determined that the majority of the inputs used to value its customer loan derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of March 31, 2020, the Company assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Company determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.
The table below presents the changes in Level 3 assets and liabilities that were measured at fair value on a recurring basis for the three and nine months ended September 30, 2017.March 31, 2020:
| | | | | | |
| | Assets (Liabilities) | ||||
| | Interest Rate Lock | | Forward | ||
(in thousands) |
| Commitments |
| Commitments | ||
Three Months Ended March 31, 2020 | |
| | |
| |
Balance at beginning of period | | $ | 59 | | $ | (84) |
Realized gain recognized in non-interest income | |
| 34 | |
| 11 |
Balance at end of period | | $ | 93 | | $ | (73) |
| | | | | | |
Three Months Ended March 31, 2019 | |
| | |
| |
Balance at beginning of period | | $ | 8 | | $ | — |
Realized gain recognized in non-interest income | |
| 6 | |
| (65) |
Balance at end of period | | $ | 14 | | $ | (65) |
| | | | | | |
49
Assets (Liabilities) | ||||||||
Interest Rate Lock | Forward | |||||||
(In thousands) | Commitments | Commitments | ||||||
Three Months Ended September 30, 2017 | ||||||||
June 30, 2017 | $ | (3 | ) | $ | (231 | ) | ||
Realized gain recognized in non-interest income | 19 | 58 | ||||||
September 30, 2017 | $ | 16 | $ | (173 | ) | |||
Nine Months Ended September 30, 2017 | ||||||||
December 31, 2016 | $ | — | $ | — | ||||
Acquisition of Lake Sunapee Bank, January 13, 2017 | 96 | 23 | ||||||
Goodwill adjustment Lake Sunapee Bank Merger | (75 | ) | (167 | ) | ||||
Realized (loss) recognized in non-interest income | (5 | ) | (29 | ) | ||||
September 30, 2017 | $ | 16 | $ | (173 | ) |
Quantitative information about the significant unobservable inputs within Level 3 recurring assets and liabilities is, as follows:
(In thousands, except ratios) | Fair Value September 30, 2017 | Valuation Techniques | Unobservable Inputs | Significant Unobservable Input Value | ||||||||
Assets (Liabilities) | ||||||||||||
Interest Rate Lock Commitment | $ | 16 | Historical trend | Closing Ratio | 90 | % | ||||||
Pricing Model | Origination Costs, per loan | $ | 1.7 | |||||||||
Forward Commitments | (173 | ) | Quoted prices for similar loans in active markets. | Freddie Mac pricing system | Pair-off contract price | |||||||
Total | $ | (157 | ) |
| | | | | | | | | | | | | | |
| | Fair Value | | Fair Value | | | | | | | | | ||
| | March 31, | | December 31, | | Valuation | | Unobservable | | Unobservable | | |||
(in thousands, except ratios) |
| 2020 |
| 2019 | | Techniques |
| Inputs |
| Input Value |
| |||
Assets (Liabilities) | |
| | |
| | |
| |
| |
| |
|
Interest Rate Lock Commitment |
| $ | 93 | | $ | 59 | | Historical trend |
| Closing Ratio |
| | 90 | % |
| |
| | |
| | | Pricing Model | | Origination Costs, per loan | | $ | 1.7 | |
| | | | | | | | |
| | | | | |
Forward Commitments | |
| (73) | |
| (84) | | Quoted prices for similar loans in active markets. |
| Freddie Mac pricing system | |
| Pair-off contract price | |
Total | | $ | 20 | | $ | (25) | |
|
|
| |
|
| |
Non-Recurring Fair Value Measurements
The Company is required, on a non-recurring basis, to adjust the carrying value or provide valuation allowances for certain assets using fair value measurements in accordance with U.S. GAAP. The following is a summary of applicable non-recurring fair value measurements. measurements:
| | | | | | | | | | | |
| | | | | | | | | | | Fair Value |
| | | | | | | | Three Months Ended | | Measurement Date as of | |
| | March 31, 2020 | | December 31, 2019 | | March 31, 2020 | | March 31, 2020 | |||
| | Level 3 | | Level 3 | | Total | | Level 3 | |||
(in thousands) |
| Inputs |
| Inputs |
| Gains (Losses) |
| Inputs | |||
Assets | |
| | |
| | |
| | |
|
Impaired loans | | $ | 8,335 | | $ | 9,625 | | $ | 1,290 | | March 2020 |
Capitalized servicing rights | |
| 3,897 | | | 4,301 |
| | — |
| March 2020 |
Other real estate owned | |
| 2,205 | | | 2,236 |
| | (31) |
| August 2019 |
Premises held for sale | |
| 1,764 | | | 1,764 |
| | — |
| September 2019 |
Total | | $ | 16,201 | | $ | 17,926 | | $ | 1,259 |
|
|
There are no liabilities measured at fair value on a non-recurring basis.
September 30, 2017 | December 31, 2016 | Three Months Ended September 30, 2017 | Nine Months Ended September 30, 2017 | Fair Value Measurement Date as of September 30, 2017 | ||||||||||||
(In thousands) | Level 3 Inputs | Level 3 Inputs | Total Gains (Losses) | Total Gains (Losses) | Level 3 Inputs | |||||||||||
Assets | ||||||||||||||||
Impaired loans | $ | 10,251 | $ | 6,709 | (43 | ) | (139 | ) | September 2017 | |||||||
Capitalized servicing rights | 3,871 | 5 | — | — | September 2017 | |||||||||||
Other real estate owned | 122 | 90 | — | — | Jan 2017 - March 2017 | |||||||||||
Total | $ | 14,244 | $ | 6,804 | (43 | ) | (139 | ) |
Quantitative information about the significant unobservable inputs within Level 3 non-recurring assets is, as follows:
| | | | | | | | | | | |
| | Fair Value | | | | | | Range |
| ||
(in thousands, except ratios) |
| March 31, 2020 |
| Valuation Techniques |
| Unobservable Inputs |
| (Weighted Average)(a) |
| ||
Assets |
| |
|
|
|
|
| | |
| |
Impaired loans | | $ | 4,947 |
| Fair value of collateral -appraised value |
| Loss severity | | | 0% to 70% | |
| | | | | |
| Appraised value | | | $0 to $975 | |
| | | | | | | | | | | |
Impaired loans | |
| 3,388 |
| Discount cash flow |
| Discount rate |
| | 3.50% to 9.50% | |
| | | | | |
| Cash flows | | | $21 to $1,002 | |
| | | | | | | | | | | |
Capitalized servicing rights | |
| 3,897 |
| Discounted cash flow |
| Constant prepayment rate (CPR) |
| | 11.91 | % |
| |
|
|
|
|
| Discount rate |
| | 11.33 | % |
| | | | | | | | | | | |
Other real estate owned | |
| 2,205 |
| Fair value of collateral less selling costs |
| Appraised value |
| $ | 2,695 | |
| |
|
|
|
|
| Selling Costs |
| | 6% to 10% | |
| | | | | | | | | | | |
Premises held for sale(b) | |
| 1,764 |
| Fair value of asset less selling costs |
| Appraised value | | | $136 to $527 | |
| |
|
|
|
|
| Selling Costs |
| | 6 | % |
Total | | $ | 16,201 |
|
|
|
|
| |
| |
Fair Value | ||||||||||||
(in thousands, except ratios) | September 30, 2017 | Valuation Techniques | Unobservable Inputs | Range (Weighted Average) (a) | ||||||||
Assets | ||||||||||||
Impaired loans | $ | 3,489 | Fair value of collateral - appraised value | Loss severity | 0% to 63% | |||||||
Appraised value | $0 to $1,170 | |||||||||||
Impaired loans | 6,762 | Discount cash flow | Discount rate | 0% to 18% | ||||||||
Cash flows | $0 to $1,046 | |||||||||||
Capitalized servicing rights | 3,871 | Discounted cash flow | Constant prepayment rate (CPR) | 12.42 | % | |||||||
Discount rate | 10.11 | % | ||||||||||
Other real estate owned | 122 | Fair value of collateral | Appraised value | $122 | ||||||||
Total | $ | 14,244 |
(a) | Where dollar amounts are disclosed, the amounts represent the lowest and highest fair value of the respective assets in the population except for adjustments for market/property conditions, which represents the range of adjustments to |
50
(b) | The carrying value of premises held for sale was $1.8 million as of March 31, 2020. |
| | | | | | | | | | | |
| | Fair Value | | | | | | Range | | ||
(in thousands, except ratios) |
| December 31, 2019 |
| Valuation Techniques |
| Unobservable Inputs |
| (Weighted Average)(a) | | ||
Assets | | | | | | | | | | | |
Impaired loans | | $ | 6,137 | | Fair value of collateral -appraised value | | Loss severity | | | 0% to 55.00% | |
| | | | | | | Appraised value | | | $0 to $6,915 | |
| | | | | | | | | | | |
Impaired loans | |
| 3,488 | | Discount cash flow | | Discount rate |
| | 2.88% to 9.50% | |
| | | | | | | Cash flows | | | $22 to $1,002 | |
| | | | | | | | | | | |
Capitalized servicing rights | |
| 4,301 | | Discounted cash flow | | Constant prepayment rate (CPR) |
| | 9.95 | % |
| | | | | | | Discount rate |
| | 10.07 | % |
| | | | | | | | | | | |
Other real estate owned | |
| 2,236 | | Fair value of collateral less selling costs | | Appraised value |
| $ | 2,695 | |
| | | | | | | Selling Costs | | | 10% to 20% | |
| | | | | | | | | | | |
Premises held for sale(b) | |
| 1,764 | | Fair value of asset less selling costs | | Appraised value |
| $ | $136 to $527 | |
| | | | | | | Selling Costs |
| | 6.00 | % |
Total | | $ | 17,926 | | | | | | | | |
Fair Value | |||||||||||
(in thousands) | December 31, 2016 | Valuation Techniques | Unobservable Inputs | Range (Weighted Average) (a) | |||||||
Assets | |||||||||||
Impaired loans | $ | 3,268 | Fair value of collateral - appraised value | Loss severity | 0% to 51% | ||||||
Appraised value | $0 to $1,732 | ||||||||||
Impaired loans | 3,441 | Discount cash flow | Discount rate | 3.25% to 18.25% | |||||||
Cash flows | $6 to $861 | ||||||||||
Capitalized servicing rights | 5 | Discounted cash flow | Constant prepayment rate (CPR) | 17.09 | % | ||||||
Discount rate | 7.55 | % | |||||||||
Other real estate owned | 90 | Fair value of collateral | Appraised value | 120 | |||||||
Total | $ | 6,804 |
(a) | Where dollar amounts are disclosed, the amounts represent the lowest and highest fair value of the respective assets in the population except for adjustments for market/property conditions, which represents the range of adjustments to |
(b) | The carrying value of premises held for sale was $1.8 million as of December 31, 2019. |
There were no Level 1 or Level 2 non-recurring fair value measurements for the periods ended September 30, 2017March 31, 2020 and December 31, 2016.
Impaired Loans.
Capitalized loan servicing rights
.A loan servicing right asset represents the amount by which the present value of the estimated future net cash flows to be received from servicing loans exceed adequate compensation for performing the servicing. The fair value of loan servicing rights is estimated using a present value cash flow model. The most important assumptions used in the valuation model are the anticipated rate of the loan prepayments and discount rates. Adjustments are only recorded when the discounted cash flows derived from the valuation model are less than the carrying value of the asset. Although some assumptions in determining fair value are based on standards used by market participants, some are based on unobservable inputs and therefore are classified in Level 3 of the valuation hierarchy.
Other real estate owned (“OREO”).
OREO results from the foreclosure process on residential or commercial loans issued by the51
estimated sales costs. Thereafter, OREO properties are recorded at the lower of cost or fair value less the estimated sales costs. OREO fair values are primarily determined based on Level 3 data including sales comparables and appraisals.
Premises held for sale. Assets held for sale, identified as part of the Company’s strategic review and branch optimization exercise, were transferred from premises and equipment at the lower of amortized cost or fair value less the estimated sales costs. Assets held for sale fair values are primarily determined based on Level 3 data including sales comparables and appraisals.
Summary of Estimated Fair Values of Financial Instruments.
The estimated fair values, and related carrying amounts, of the Company’s financial instruments follow.are included in the table below. Certain financial instruments and all non-financial instruments are excluded from disclosure requirements. Accordingly, the aggregate fair value amounts presented herein may not necessarily represent the underlying fair value of the Company.
| | | | | | | | | | | | | | | |
| | March 31, 2020 | |||||||||||||
| | Carrying | | Fair | | | | | | | | | | ||
(in thousands) |
| Amount |
| Value |
| Level 1 |
| Level 2 |
| Level 3 | |||||
Financial Assets |
| |
|
| |
|
| |
|
| |
|
| |
|
Cash and cash equivalents | | $ | 85,655 | | $ | 85,655 | | $ | 85,655 | | $ | — | | $ | — |
Securities available for sale | |
| 626,341 | |
| 626,341 | |
| — | |
| 626,341 | |
| — |
FHLB stock | |
| 19,897 | |
| 19,897 | |
| — | |
| 19,897 | |
| — |
Net loans | |
| 2,619,686 | |
| 2,604,406 | |
| — | |
| — | |
| 2,604,406 |
Accrued interest receivable | |
| 3,268 | |
| 3,268 | |
| — | |
| 3,268 | |
| — |
Cash surrender value of bank-owned life insurance policies | |
| 76,400 | |
| 76,400 | |
| — | |
| 76,400 | |
| — |
Derivative assets | |
| 25,026 | |
| 25,026 | |
| — | |
| 24,933 | |
| 93 |
| | | | | | | | | | | | | | | |
Financial Liabilities | |
|
| |
|
| |
|
| |
|
| |
|
|
Non-maturity deposits | | $ | 1,806,460 | | $ | 1,861,960 | | $ | — | | $ | 1,861,960 | | $ | — |
Time deposits | | | 844,097 | | | 852,346 | | | — | | | 852,346 | | | — |
Short-term other borrowings | |
| 31,001 | |
| 31,000 | |
| — | |
| 31,000 | |
| — |
FHLB advances | |
| 404,579 | |
| 410,065 | |
| — | |
| 410,065 | |
| — |
FRB advances | | | 62,000 | | | 62,000 | | | — | | | 62,000 | | | — |
Subordinated borrowings | |
| 59,849 | |
| 59,849 | |
| — | |
| 59,849 | |
| — |
Derivative liabilities | |
| 28,105 | |
| 28,105 | |
| — | |
| 28,032 | |
| 73 |
52
September 30, 2017 | ||||||||||||||||||||
(In thousands) | Carrying Amount | Fair Value | Level 1 | Level 2 | Level 3 | |||||||||||||||
Financial Assets | ||||||||||||||||||||
Cash and cash equivalents | $ | 48,724 | $ | 48,724 | $ | 48,724 | $ | — | $ | — | ||||||||||
Securities available for sale | 718,459 | 718,459 | — | 718,459 | — | |||||||||||||||
FHLBB bank stock | 37,107 | 37,107 | — | 37,107 | — | |||||||||||||||
Net loans | 2,416,912 | 2,392,284 | — | — | 2,392,284 | |||||||||||||||
Accrued interest receivable | 3,194 | 3,194 | — | 3,194 | — | |||||||||||||||
Cash surrender value of bank-owned life insurance policies | 57,613 | 57,613 | — | 57,613 | — | |||||||||||||||
Derivative assets | 809 | 809 | — | 793 | 16 | |||||||||||||||
Financial Liabilities | ||||||||||||||||||||
Total deposits | $ | 2,275,109 | $ | 2,250,483 | $ | — | $ | 2,250,483 | $ | — | ||||||||||
Securities sold under agreements to repurchase | 41,600 | 41,578 | — | 41,578 | — | |||||||||||||||
Federal Home Loan Bank advances | 733,982 | 733,632 | — | 733,632 | — | |||||||||||||||
Subordinated borrowings | 38,048 | 38,048 | — | 38,048 | — | |||||||||||||||
Junior subordinated borrowings | 5,000 | 3,564 | — | 3,564 | — | |||||||||||||||
Derivative liabilities | (173 | ) | (173 | ) | — | — | (173 | ) |
December 31, 2016 | ||||||||||||||||||||
(In thousands) | Carrying Amount | Fair Value | Level 1 | Level 2 | Level 3 | |||||||||||||||
Financial Assets | ||||||||||||||||||||
Cash and cash equivalents | $ | 8,439 | $ | 8,439 | $ | 8,439 | $ | — | $ | — | ||||||||||
Securities available for sale | 528,856 | 528,856 | — | 528,856 | — | |||||||||||||||
FHLBB bank stock | 25,331 | 25,331 | — | 25,331 | — | |||||||||||||||
Net loans | 1,118,645 | 1,100,601 | — | — | 1,100,601 | |||||||||||||||
Accrued interest receivable | 6,051 | 6,051 | — | 6,051 | — | |||||||||||||||
Cash surrender value of bank-owned life insurance policies | 24,450 | 24,450 | — | 24,450 | — | |||||||||||||||
Derivative assets | 1,748 | 1,748 | — | 1,748 | — | |||||||||||||||
Financial Liabilities | ||||||||||||||||||||
Total deposits | $ | 1,050,300 | $ | 1,048,932 | $ | — | $ | 1,048,932 | $ | — | ||||||||||
Securities sold under agreements to repurchase | 21,780 | 21,773 | — | 21,773 | — | |||||||||||||||
Federal Home Loan Bank advances | 509,816 | 509,793 | — | 509,793 | — | |||||||||||||||
Subordinated borrowings | — | — | — | — | — | |||||||||||||||
Junior subordinated borrowings | — | 3,560 | — | 3,560 | — |
| | | | | | | | | | | | | | | |
| | December 31, 2019 | |||||||||||||
| | Carrying | | Fair | | | | | | | | | | ||
(in thousands) |
| Amount |
| Value |
| Level 1 |
| Level 2 |
| Level 3 | |||||
Financial Assets |
| |
|
| |
|
| |
|
| |
|
| |
|
Cash and cash equivalents | | $ | 56,910 | | $ | 56,910 | | $ | 56,910 | | $ | — | | $ | — |
Securities available for sale | |
| 663,230 | |
| 663,230 | |
| — | |
| 663,230 | |
| — |
FHLB stock | |
| 20,679 | |
| 20,679 | |
| — | |
| 20,679 | |
| — |
Net loans | |
| 2,625,739 | |
| 2,634,147 | |
| — | |
| — | |
| 2,634,147 |
Accrued interest receivable | |
| 3,294 | |
| 3,294 | |
| — | |
| 3,294 | |
| — |
Cash surrender value of bank-owned life insurance policies | |
| 75,863 | |
| 75,863 | |
| — | |
| 75,863 | |
| — |
Derivative assets | |
| 6,850 | |
| 6,850 | |
| — | |
| 6,791 | |
| 59 |
| | | | | | | | | | | | | | | |
Financial Liabilities | |
|
| |
|
| |
|
| |
|
| |
|
|
Non-maturity deposits | | $ | 1,763,116 | | $ | 1,751,481 | | $ | — | | $ | 1,751,481 | | $ | — |
Time deposits | | | 932,635 | | | 932,886 | | | — | | | 932,886 | | | — |
Short-term other borrowings | |
| 44,832 | |
| 44,831 | |
| — | |
| 44,831 | |
| — |
FHLB advances | |
| 426,564 | |
| 425,989 | |
| — | |
| 425,989 | |
| — |
Subordinated borrowings | |
| 59,920 | |
| 59,920 | |
| — | |
| 59,920 | |
| — |
Derivative liabilities | |
| 8,186 | |
| 8,186 | |
| — | |
| 8,102 | |
| 84 |
Other than as discussed above, the following methods and assumptions were used by management to estimate the fair value of significant classes of financial instruments for which itthe estimate of fair value goes beyond the carrying value approximating fair value.
Loans, net. The fair value of loans are calculated on an individual basis with consideration given to the loans' underlying characteristics, including account types, remaining terms, annual interest rates or coupons, interest types, timing of principal and interest payments, current market rates, risk ratings, credit ratings and remaining balances. A discounted cash flow model is practicableused to estimate that value.
Deposits.
The fair value of demand, non-interest bearing checking, savings and money market deposits is determined as the amount payable on demand at the reporting date. The fair value of time deposits is estimated by discounting the estimated future cash flows using market rates offered for deposits of similar remaining maturities.
Borrowed funds.
The fair value of borrowed funds is estimated by discounting the future cash flows using market rates for similar borrowings. Such funds include all categories of debt and debentures in the table above.
Subordinated borrowings.
The Company utilizes a pricing service along with internal models to estimate the valuation of its junior subordinated debentures. The junior subordinated debentures re-price every
Off-balance-sheet financial instruments.
Off-balance-sheet financial instruments
53
NOTE 11. REVENUE FROM CONTRACTS WITH CUSTOMER
The Company has accounted for the various non-interest revenue streams and related contracts under ASC 606.
Disaggregation of Revenue
The following tables present disaggregation of the Company’s non-interest revenue by major business line and timing of revenue recognition for the transfer of products or services:
| | | | | | |
| | Three Months Ended | ||||
| | March 31, | ||||
(in thousands) |
| 2020 |
| 2019 | ||
Major Products/Service Lines |
| |
|
| |
|
Trust management fees | | $ | 3,046 | | $ | 2,525 |
Financial services fees | |
| 323 | |
| 233 |
Interchange fees | |
| 1,738 | |
| 1,031 |
Customer deposit fees | |
| 1,110 | |
| 907 |
Other customer service fees | |
| 264 | |
| 226 |
Total | | $ | 6,481 | | $ | 4,922 |
| | | | | | |
| | Three Months Ended | ||||
| | March 31, | ||||
(in thousands) |
| 2020 |
| 2019 | ||
Timing of Revenue Recognition |
| |
|
| |
|
Products and services transferred at a point in time | | $ | 3,273 | | $ | 2,267 |
Products and services transferred over time | |
| 3,208 | |
| 2,655 |
Total | | $ | 6,481 | | $ | 4,922 |
Trust Management Fees.
The trust management business generates revenue through a range of fiduciary services including trust and estate administration, wealth advisory, and investment management to individuals, businesses, not-for-profit organizations, and municipalities. Revenue from these services are generally recognized over time and is typically based on a time elapsed measure of service. Certain fees, such as bill paying fees, distribution fees, real estate sale fees, and supplemental tax service fees, are recorded as revenue at a point in time upon the completion of the service.
Financial Services Fees.
Bar Harbor Financial Services is a branch office of Infinex, an independent registered broker dealer offering securities and insurance products not affiliated with the Company or its subsidiaries. The Company has a revenue sharing agreement with Infinex for any financial service fee income generated. Financial services fees are recognized at a point in time upon the completion of service requirements.
Interchange Fees.
The Company earns interchange fees from transaction fees that merchants pay whenever a customer uses a debit card to make a purchase from their store. The fees are paid to the card-issuing bank to cover handling costs, fraud, bad debt costs and the risk involved in approving the payment. Interchange fees are generally recognized as revenue at a point in time upon the completion of a debit card transaction.
Customer Deposit Fees.
The Customer Deposit business offers a variety of deposit accounts with a range of interest rates, fee schedules and other terms, which are designed to meet the customer's financial needs. Additional depositor-related services provided to
54
customers include ATM, bank-by-phone, internet banking, internet bill pay, mobile banking, and other cash management services which include remote deposit capture, ACH origination, and wire transfers. These customer deposit fees are generally recognized by the Company at a point in time upon the completion of the service.
Other Customer Service Fees.
The Company has certain incentive and referral fee arrangements with independent third parties in which fees are earned for new account activity, product sales, or transaction volume generated for the respective third parties. The Company also earns a percentage of the fees generated from third-party credit card plans promoted through the Bank. Revenue from these incentive and referral fee arrangements are recognized over time using the right to invoice measure of progress.
Contract Balances from Contracts with Customers
The following table provides information about contract assets or receivables and contract liabilities or deferred revenues from contracts with customers:
| | | | | | |
|
| Balance at |
| Balance at | ||
(in thousands) | | March 31, 2020 | | December 31, 2019 | ||
Balances from contracts with customers only: |
| |
|
| |
|
Other Assets | | $ | 1,336 | | $ | 1,703 |
Other Liabilities | |
| 3,014 | |
| 3,114 |
The timing of revenue recognition, billings and cash collections results in contract assets or receivables and contract liabilities or deferred revenue on the consolidated balance sheets. For most customer contracts, fees are deducted directly from customer accounts and, therefore, there is no associated impact on the accounts receivable balance. For certain types of service contracts, the Company has an unconditional right to consideration under the service contract and an accounts receivable balance is recorded for services completed. When consideration is received, or such consideration is unconditionally due, from a customer prior to transferring goods or services to the customer under the terms of a contract, a contract liability is recorded. Contract liabilities are recognized as revenue after control of the products or services is transferred to the customer and all revenue recognition criteria have been met.
Costs to Obtain and Fulfill a Contract
The Company currently expenses contract costs for processing and administrative fees for debit card transactions. The Company also expenses custody fees and transactional costs associated with securities transactions as well as third party tax preparation fees. The Company has elected the practical expedient in ASC 340-40-25-4, whereby the Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets the Company otherwise would have recognized is one year or less.
55
A lease is defined as a contract, or part of a contract, that conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. On October 11, 2017January 1, 2019, the Company soldadopted ASU No. 2016-02 “Leases” and all subsequent ASUs modifying ASC 842. Substantially all of the leases pursuant to which the Company is the lessee are comprised of real estate property for branches, ATM locations, and office space with terms extending through 2040. All leases are classified as operating leases, and therefore, were previously not recognized on the Company’s consolidated balance sheets. With the adoption of ASC 842, operating lease agreements are required to be recognized on the consolidated balance sheets as a right-of-use (“ROU”) asset with a corresponding lease liability using the modified retrospective approach.
The Company elected the following practical expedients in conjunction with implementation of ASC 842 as follows:
● | Package of practical expedients: |
o | Lease classification as an operating lease under the prior standards is grandfathered. |
o | Re-evaluation of embedded leases evaluated under the prior standards is not required. |
o | No re-assessment of previously recorded initial direct lease costs. |
● | Election to exclude short-term leases (i.e., leases with initial terms of twelve months or less), from capitalization on the consolidated balance sheets. |
The following table presents the consolidated statements of condition classification of the Company’s ROU assets and lease liabilities as of March 31, 2020:
| | | | | | | | |
(in thousands) |
| | | March 31, 2020 | | December 31, 2019 | ||
Lease Right-of-Use Assets |
| Classification | �� | |
| | |
|
Operating lease right-of-use assets |
| Other assets | | $ | 10,129 | | $ | 9,623 |
| | | | | | | | |
Lease Liabilities |
|
| |
|
| |
|
|
Operating lease liabilities |
| Other liabilities | |
| 10,205 | |
| 9,651 |
The calculated amount of the ROU assets and lease liabilities in the table above are impacted by the length of the lease term and the discount rate used for the present value of the minimum lease payments. The Company’s lease agreements often include one or more options to renew at the Company’s discretion. If at lease inception, the Company considers the exercising of a renewal option to be reasonably certain, the Company will include the extended term in the calculation of the ROU asset and lease liability. If there are multiple renewals typically only the next lease renewal is considered. Regarding the discount rate, ASC 842 requires the use of the rate implicit in the lease whenever this rate is readily determinable. As this rate is rarely determinable, the Company utilizes its insurance company McCrillis & Eldredge Insurance, Inc.incremental borrowing rate at lease inception, on a collateralized basis, over a similar term.
The following table presents the weighted average lease term and discount rate of the Company’s leases:
| | | | | | |
| | March 31, 2020 | | December 31, 2019 | ||
Weighted-average remaining lease term (in years) | |
| | |
| |
Operating leases | | 9.52 | | | 8.96 | |
| | | | | | |
Weighted-average discount rate | |
| | |
| |
Operating leases | | 3.30 | % | | 3.27 | % |
56
The following table represents lease costs and other lease information. As the Company elected, for all classes of underlying assets, not to Cross Insurance,separate lease and non-lease components and instead to account for them as a single lease component, the sale did not have avariable lease cost primarily represents variable payments such as real estate taxes, common area maintenance and utilities.
| | | | | | |
| | Three Months Ended | | Three Months Ended | ||
(in thousands) | | March 31, 2020 | | March 31, 2019 | ||
Lease Costs |
| |
|
| |
|
Operating lease cost | | $ | 234 | | $ | 231 |
Variable lease cost | |
| 144 | |
| 124 |
Total lease cost | | $ | 378 | | $ | 355 |
Future minimum payments for operating leases with initial or remaining terms of one year or more as of March 31, 2020 are, as follows:
| | | |
(in thousands) |
| Operating Leases | |
Twelve Months Ended: |
| |
|
March 31, 2021 | | $ | 1,285 |
March 31, 2022 | |
| 1,300 |
March 31, 2023 | |
| 1,319 |
March 31, 2024 | |
| 1,323 |
March 31, 2025 | |
| 1,240 |
Thereafter | |
| 6,495 |
Total future minimum lease payments | |
| 12,962 |
Amounts representing interest | |
| (2,757) |
Present value of net future minimum lease payments | | $ | 10,205 |
57
NOTE 13. SUBSEQUENT EVENTS
There were no significant impactsubsequent events between March 31, 2020 and through the date the financial statements are available to the Company's balance sheet position.be issued.
58
GENERAL
Management’s discussion and analysis of financial condition and results of operations is intended to assist in understanding the financial condition and results of operations of the Company. The following discussion and analysis should be read in conjunction with the Company’s consolidated financial statements and the notes thereto appearing in Part I, Item 1 of this document and with the Company’s consolidated financial statements and the notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Company's 2016 Annual Report on Form 10-K.10-K for the year ended December 31, 2019. In the following discussion, income statement comparisons are against the same period of the previous year and balance sheet comparisons are against the previous fiscal year-end, unless otherwise noted. Operating results discussed herein are not necessarily indicative of the results for the full year 20172020 or any future period. In management’s discussion and analysis of financial condition and results of operations, certain reclassifications have been made to make prior periods comparable.
Bar Harbor Bankshares
(the “Company”) is the parent of Bar Harbor Bank & Trust
● | Employee and customer experience is the foundation of superior performance, which leads to significant financial benefit to shareholders |
● | Geography, heritage and performance are key while remaining true to a community culture |
● | Strong commitment to risk management while balancing growth and earnings |
● | Service and sales driven culture with a focus on core business growth |
● | Fee income is fundamental to the Company's profitability through trust and treasury management services, customer derivatives and secondary market mortgage banking |
● | Investment in processes, products, technology, training, leadership and infrastructure |
● | Expansion of the Company’s brand and business to deepen market presence |
● | Opportunity and growth for existing employees while adding catalyst recruits across all levels of the Company |
Shown below is the foundation of superior performance, which leads to significant financial benefit to shareholders
59
The following summary data is based in part on the consolidated financial statements and accompanying notes and other information appearing elsewhere in this or prior Forms 10-Q
| | | | | | | |
| | Three Months Ended |
| ||||
| | March 31, |
| ||||
|
| 2020 |
| 2019 |
| ||
PER SHARE DATA | | | | | | | |
Net earnings, diluted | | $ | 0.50 | | $ | 0.47 | |
Adjusted earnings, diluted(1) | |
| 0.50 | |
| 0.47 | |
Total book value | |
| 25.90 | |
| 24.54 | |
Tangible book value(1) | |
| 17.70 | |
| 17.63 | |
Market price at period end | |
| 17.28 | |
| 25.87 | |
Dividends | |
| 0.22 | |
| 0.20 | |
| | | | | | | |
PERFORMANCE RATIOS(2) | | | | | | | |
Return on assets | |
| 0.85 | % |
| 0.83 | % |
Adjusted return on assets(1) | |
| 0.86 | |
| 0.83 | |
Return on equity | |
| 7.64 | |
| 7.83 | |
Adjusted return on equity(1) | |
| 7.71 | |
| 7.83 | |
Adjusted return on tangible equity(1) | |
| 11.54 | |
| 11.19 | |
Net interest margin, fully taxable equivalent (FTE)(1) (3) | |
| 3.06 | |
| 2.77 | |
Net interest margin (FTE), excluding purchased loan accretion(3) | |
| 2.99 | |
| 2.67 | |
Efficiency ratio(1) | |
| 64.82 | |
| 63.94 | |
| | | | | | | |
GROWTH (Year-to-date)(1) | | | | | | | |
Total commercial loans | |
| 6.4 | % |
| (3.3) | % |
Total loans | |
| (0.9) | |
| 5.9 | |
Total deposits | |
| (6.7) | |
| (2.8) | |
| | | | | | | |
FINANCIAL DATA (In millions) | | | | | | | |
Total assets | | $ | 3,677 | | $ | 3,629 | |
Total earning assets(4) | |
| 3,269 | |
| 3,312 | |
Total investments | |
| 646 | |
| 782 | |
Total loans | |
| 2,635 | |
| 2,527 | |
Allowance for loan losses | |
| 15 | |
| 14 | |
Total goodwill and intangible assets | |
| 129 | |
| 107 | |
Total deposits | |
| 2,651 | |
| 2,466 | |
Total shareholders' equity | |
| 404 | |
| 381 | |
Net income | |
| 8 | |
| 7 | |
Adjusted income(1) | |
| 8 | |
| 7 | |
| | | | | | | |
ASSET QUALITY AND CONDITION RATIOS | | | | | | | |
Net charge-offs (current quarter annualized)/average loans | |
| 0.18 | % |
| 0.03 | % |
Allowance for loan losses/total loans | |
| 0.58 | |
| 0.55 | |
Loans/deposits | |
| 99 | |
| 102 | |
Shareholders' equity to total assets | |
| 10.98 | |
| 10.50 | |
Tangible shareholders' equity to tangible assets(1) | |
| 7.77 | |
| 7.77 | |
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||
PER SHARE DATA | ||||||||||||||||
Net earnings, diluted | $ | 0.56 | $ | 0.40 | $ | 1.27 | $ | 1.35 | ||||||||
Adjusted earnings, diluted (1) (2) | 0.57 | 0.34 | 1.52 | 1.11 | ||||||||||||
Total book value | 22.90 | 18.09 | 22.90 | 18.09 | ||||||||||||
Tangible book value (2) | 15.84 | 17.51 | 15.84 | 17.51 | ||||||||||||
Market price at period end | 31.36 | 24.48 | 31.36 | 24.48 | ||||||||||||
Dividends | 0.19 | 0.18 | 0.56 | 0.54 | ||||||||||||
PERFORMANCE RATIOS | ||||||||||||||||
Return on assets | 0.99 | % | 0.86 | % | 0.75 | % | 1.00 | % | ||||||||
Adjusted return on assets (1) (2) | 1.01 | 0.73 | 0.90 | 0.82 | ||||||||||||
Return on equity | 9.67 | 8.78 | 7.43 | 10.20 | ||||||||||||
Adjusted return on equity (1) (2) | 9.90 | 7.49 | 8.86 | 8.34 | ||||||||||||
Adjusted return on tangible equity (1) (2) | 14.51 | 7.75 | 12.98 | 8.88 | ||||||||||||
Net interest margin, fully taxable equivalent (FTE) (4) | 3.06 | 2.84 | 3.13 | 2.90 | ||||||||||||
Net interest margin (FTE), excluding purchased loan accretion (4) | 2.93 | 2.84 | 3.00 | 4.86 | ||||||||||||
Efficiency ratio (2) | 53.59 | 61.24 | 56.44 | 59.34 | ||||||||||||
GROWTH (Year-to-date) | ||||||||||||||||
Total commercial loans, (organic annualized) (2) | 22.1 | % | 3.3 | % | 20.5 | % | 5.3 | % | ||||||||
Total loans, (organic annualized) (2) | 8.8 | 15.0 | 12.2 | 9.9 | ||||||||||||
Total deposits, (organic annualized) (2) | 11.2 | 17.7 | 10.6 | 9.6 | ||||||||||||
FINANCIAL DATA (In millions) | ||||||||||||||||
Total assets | $ | 3,476 | $ | 1,718 | $ | 3,476 | $ | 1,718 | ||||||||
Total earning assets | 3,184 | 1,649 | 3,184 | 1,649 | ||||||||||||
Total investments | 756 | 561 | 756 | 561 | ||||||||||||
Total loans | 2,429 | 1,088 | 2,429 | 1,088 | ||||||||||||
Allowance for loan losses | 12 | 10 | 12 | 10 | ||||||||||||
Total goodwill and intangible assets | 109 | 5 | 109 | 5 | ||||||||||||
Total deposits | 2,275 | 1,034 | 2,275 | 1,034 | ||||||||||||
Total shareholders' equity | 353 | 164 | 353 | 164 | ||||||||||||
Net income | 9 | 4 | 19 | 12 | ||||||||||||
Adjusted income (4) | 9 | 3 | 23 | 10 | ||||||||||||
ASSET QUALITY AND CONDITION RATIOS | ||||||||||||||||
Net charge-offs (current quarter annualized)/average loans (5) | 0.03 | % | (0.03 | )% | 0.03 | % | (0.03 | )% | ||||||||
Allowance for loan losses/total loans (5) | 0.49 | 0.93 | 0.49 | 0.93 | ||||||||||||
Loans/deposits | 107 | 105 | 107 | 105 | ||||||||||||
Shareholders' equity to total assets | 10.17 | 9.57 | 10.17 | 9.57 | ||||||||||||
Tangible shareholders' equity to tangible assets (2) | 7.26 | 9.29 | 7.26 | 9.29 |
(1) |
(2) |
All performance ratios are annualized and are based on average balance sheet amounts, where applicable. |
(3) | |
Fully taxable equivalent considers the impact of |
(4) | |
60
CONSOLIDATED LOAN AND DEPOSIT ANALYSIS
The following tables present the quarterly trend in loan and deposit data and accompanying quarterly growth rates as of March 31, 2020 on an annualized basis:
LOAN ANALYSIS
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | Annualized | |
| | | | | | | | | | | | | | | | | Growth % | |
| | March 31, | | December 31, | | September 30, | | June 30, | | March 31, | | March 31, | ||||||
(in thousands, except ratios) |
| 2020 |
| 2019 |
| 2019 |
| 2019 |
| 2019 |
| 2020 | ||||||
Commercial real estate | | $ | 948,178 | | $ | 930,661 | | $ | 923,773 | | $ | 881,479 | | $ | 821,567 |
| 7.5 | % |
Commercial and industrial | |
| 321,605 | |
| 318,988 | |
| 301,590 | |
| 312,029 | |
| 305,185 |
| 3.3 |
|
Total commercial loans | |
| 1,269,783 | |
| 1,249,649 | |
| 1,225,363 | |
| 1,193,508 | |
| 1,126,752 |
| 6.4 |
|
Residential real estate | |
| 1,132,328 | |
| 1,151,857 | |
| 1,143,452 | |
| 1,167,759 | |
| 1,184,053 |
| (6.8) |
|
Consumer | |
| 128,120 | |
| 135,283 | |
| 107,375 | |
| 112,275 | |
| 111,402 |
| (21.2) |
|
Tax exempt and other | |
| 104,752 | |
| 104,303 | |
| 101,116 | |
| 104,696 | |
| 104,752 |
| 1.7 |
|
Total loans | | $ | 2,634,983 | | $ | 2,641,092 | | $ | 2,577,306 | | $ | 2,578,238 | | $ | 2,526,959 |
| (0.9) | % |
DEPOSIT ANALYSIS
| | | | | | | | | | | | | | | | | | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
| Annualized | |
| | | | | | | | | | | | | | | | | Growth % | |
| | March 31, | | December 31, | | September 30, | | June 30, | | March 31, | | March 31, | ||||||
(in thousands, except ratios) |
| 2020 |
| 2019 |
| 2019 |
| 2019 |
| 2019 |
| 2020 | ||||||
Demand | | $ | 400,410 | | $ | 414,534 | | $ | 380,707 | | $ | 354,125 | | $ | 342,030 |
| (13.6) | % |
NOW | |
| 578,320 | |
| 575,809 | |
| 490,315 | |
| 472,576 | |
| 470,277 |
| 1.7 |
|
Savings | |
| 423,345 | |
| 388,683 | |
| 360,570 | |
| 352,657 | |
| 346,813 |
| 35.7 |
|
Money market | |
| 404,385 | |
| 384,090 | |
| 359,328 | |
| 305,506 | |
| 349,833 |
| 21.1 |
|
Total non-maturity deposits | |
| 1,806,460 | |
| 1,763,116 | |
| 1,590,920 | |
| 1,484,864 | |
| 1,508,953 |
| 9.8 |
|
Total time deposits | |
| 844,097 | |
| 932,635 | |
| 902,665 | |
| 996,512 | |
| 956,818 |
| (38.0) |
|
Total deposits | | $ | 2,650,557 | | $ | 2,695,751 | | $ | 2,493,585 | | $ | 2,481,376 | | $ | 2,465,771 |
| (6.7) | % |
61
BAR HARBOR BANKSHARES | ||||||||||||||||||||||||||
CONSOLIDATED LOAN & DEPOSIT ANALYSIS - UNAUDITED | ||||||||||||||||||||||||||
LOAN ANALYSIS | ||||||||||||||||||||||||||
Organic Annualized Growth % (1) September 30, 2017 | ||||||||||||||||||||||||||
(in thousands) | Sep 30, 2017 Balance | Jun 30, 2017 Balance | Mar 31, 2017 Balance | Acquired Lake Sunapee Bank Balance (2) | Dec 31, 2016 Balance | Quarter End | Year to Date | |||||||||||||||||||
Commercial real estate | $ | 793,572 | $ | 738,584 | $ | 779,635 | $ | 345,586 | $ | 418,119 | 29.8 | % | 10.7 | % | ||||||||||||
Commercial and industrial | 270,759 | 269,960 | 236,526 | 89,259 | 135,564 | 1.2 | 50.8 | |||||||||||||||||||
Total commercial loans | 1,064,331 | 1,008,544 | 1,016,161 | 434,845 | 553,683 | 22.1 | 20.5 | |||||||||||||||||||
Residential real estate | 1,152,628 | 1,160,832 | 1,155,436 | 652,255 | 506,612 | (2.8 | ) | (1.8 | ) | |||||||||||||||||
Consumer | 125,590 | 127,229 | 127,370 | 76,489 | 53,093 | (5.2 | ) | (11.3 | ) | |||||||||||||||||
Tax exempt and other | 86,313 | 80,042 | 73,469 | 44,611 | 15,676 | 31.3 | 249.0 | |||||||||||||||||||
Total loans | $ | 2,428,862 | $ | 2,376,647 | $ | 2,372,436 | $ | 1,208,200 | $ | 1,129,064 | 8.8 | % | 12.2 | % |
DEPOSIT ANALYSIS | ||||||||||||||||||||||||||
Organic Annualized Growth % (1) September 30, 2017 | ||||||||||||||||||||||||||
(in thousands) | Sep 30, 2017 Balance | Jun 30, 2017 Balance | Mar 31, 2017 Balance | Acquired Lake Sunapee Bank Balance (2) | Dec 31, 2016 Balance | Quarter End | Year to Date | |||||||||||||||||||
Demand | $ | 357,398 | $ | 332,339 | $ | 349,896 | $ | 248,051 | $ | 98,856 | 30.2 | % | 15.9 | % | ||||||||||||
NOW | 442,085 | 451,171 | 242,876 | 39,999 | 175,150 | (8.1 | ) | 194.4 | ||||||||||||||||||
Money market | 300,398 | 285,312 | 349,491 | 103,142 | 282,234 | 21.2 | (45.2 | ) | ||||||||||||||||||
Savings | 373,118 | 360,306 | 511,091 | 467,735 | 77,623 | 14.2 | (332.8 | ) | ||||||||||||||||||
Total non-maturity deposits | 1,472,999 | 1,429,128 | 1,453,354 | 858,927 | 633,863 | 12.3 | (4.7 | ) | ||||||||||||||||||
Total time deposits | 802,110 | 783,876 | 720,899 | 291,684 | 416,437 | 9.3 | 33.9 | |||||||||||||||||||
Total deposits | $ | 2,275,109 | $ | 2,213,004 | $ | 2,174,253 | $ | 1,150,611 | $ | 1,050,300 | 11.2 | % | 10.6 | % |
The following table presentstables present average balances and an analysis of average ratesyields and yieldsrates on an annualized fully taxable equivalent basis for the periods included:
| | | | | | | | | | | | | | | | | |
|
| Three Months Ended March 31, |
| ||||||||||||||
| | 2020 | | 2019 |
| ||||||||||||
| | Average | | | | | | | Average | | | | | |
| ||
(in thousands, except ratios) |
| Balance |
| Interest(3) |
| Yield/Rate(3) |
| Balance |
| Interest(3) |
| Yield/Rate(3) |
| ||||
Assets |
| |
|
| |
|
|
|
| |
|
| |
|
|
| |
Commercial real estate | | $ | 945,851 | | $ | 10,484 |
| 4.46 | % | $ | 825,596 | | $ | 9,721 |
| 4.78 | % |
Commercial and industrial | |
| 423,393 | |
| 5,151 |
| 4.89 | |
| 405,107 | |
| 4,786 |
| 4.79 | |
Residential | |
| 1,141,908 | |
| 10,909 |
| 3.84 | |
| 1,143,862 | |
| 11,126 |
| 3.94 | |
Consumer | |
| 130,471 | |
| 1,688 |
| 5.20 | |
| 113,060 | |
| 1,464 |
| 5.25 | |
Total loans (1) | |
| 2,641,623 | |
| 28,232 |
| 4.30 | |
| 2,487,625 | |
| 27,097 |
| 4.42 | |
Securities and other (2) | |
| 661,848 | |
| 5,813 |
| 3.53 | |
| 777,458 | |
| 6,645 |
| 3.47 | |
Total earning assets | |
| 3,303,471 | |
| 34,045 |
| 4.14 | % |
| 3,265,083 | |
| 33,742 |
| 4.19 | % |
Other assets | |
| 358,288 | | | |
|
| |
| 295,957 | |
|
|
|
| |
Total assets | | $ | 3,661,759 | | | |
|
| | $ | 3,561,040 | |
|
|
|
| |
| | | | | | | | | | | | | | | | | |
Liabilities | |
|
| |
|
|
|
| |
|
| |
|
|
|
| |
NOW | | $ | 570,127 | | $ | 565 |
| 0.40 | % | $ | 468,392 | | $ | 583 |
| 0.51 | % |
Savings | |
| 410,931 | |
| 258 |
| 0.25 | |
| 346,707 | |
| 163 |
| 0.19 | |
Money market | |
| 373,650 | |
| 934 |
| 1.01 | |
| 335,882 | |
| 1,141 |
| 1.38 | |
Time deposits | |
| 892,654 | |
| 4,263 |
| 1.92 | |
| 894,160 | |
| 4,416 |
| 2.00 | |
Total interest bearing deposits | |
| 2,247,362 | |
| 6,020 |
| 1.08 | |
| 2,045,141 | |
| 6,303 |
| 1.25 | |
Borrowings | |
| 556,824 | |
| 2,911 |
| 2.10 | |
| 761,885 | |
| 5,155 |
| 2.74 | |
Total interest bearing liabilities | |
| 2,804,186 | |
| 8,931 |
| 1.28 | % |
| 2,807,026 | |
| 11,458 |
| 1.66 | % |
Non-interest bearing demand deposits | |
| 406,951 | |
|
|
|
| |
| 351,362 | |
|
|
|
| |
Other liabilities | |
| 44,343 | |
|
|
|
| |
| 25,520 | |
|
|
|
| |
Total liabilities | |
| 3,255,480 | |
|
|
|
| |
| 3,183,908 | |
|
|
|
| |
| | | | | | | | | | | | | | | | | |
Total shareholders' equity | |
| 406,279 | |
|
|
|
| |
| 377,132 | |
|
|
|
| |
| | | | | | | | | | | | | | | | | |
Total liabilities and shareholders' equity | | $ | 3,661,759 | |
|
|
|
| | $ | 3,561,040 | |
|
|
|
| |
| | | | | | | | | | | | | | | | | |
Net interest spread | |
|
| |
|
|
| 2.86 | % |
|
| |
|
|
| 2.53 | % |
Net interest margin | |
|
| |
|
|
| 3.06 | |
|
| |
|
|
| 2.77 | |
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||||||||||
(In thousands) | Average Balance | Yield/Rate (FTE basis) (3) | Average Balance | Yield/Rate (FTE basis) (3) | Average Balance | Yield/Rate (FTE basis) (3) | Average Balance | Yield/Rate (FTE basis) (3) | ||||||||||||||||
Assets | ||||||||||||||||||||||||
Loans (1) | $ | 2,402,171 | 4.13 | % | $ | 1,058,253 | 3.89 | % | $ | 2,379,190 | 4.10 | % | $ | 1,033,070 | 3.97 | % | ||||||||
Securities and other (2) | 754,450 | 3.13 | 551,456 | 3.07 | 758,748 | 3.11 | 543,513 | 3.07 | ||||||||||||||||
Total earning assets | 3,156,621 | 3.89 | % | 1,609,709 | 3.62 | % | 3,137,938 | 3.86 | % | 1,576,583 | 3.66 | % | ||||||||||||
Other non-earning assets | 295,924 | 79,826 | 305,735 | 76,431 | ||||||||||||||||||||
Total assets | $ | 3,452,545 | $ | 1,689,535 | $ | 3,443,673 | $ | 1,653,014 | ||||||||||||||||
Liabilities | ||||||||||||||||||||||||
Interest bearing deposits | $ | 1,901,501 | 0.66 | % | $ | 897,703 | 0.78 | % | $ | 1,863,091 | 0.57 | % | $ | 874,666 | 0.75 | % | ||||||||
Borrowings | 812,938 | 1.66 | 514,999 | 1.06 | 835,274 | 1.49 | 520,508 | 1.03 | ||||||||||||||||
Total interest-bearing liabilities | 2,714,439 | 0.96 | % | 1,412,702 | 0.88 | % | 2,698,365 | 0.85 | % | 1,395,174 | 0.86 | % | ||||||||||||
Non-interest-bearing demand deposits | 354,470 | 103,971 | 327,547 | 88,652 | ||||||||||||||||||||
Other non-earning liabilities | 30,079 | 7,376 | 68,973 | 7,281 | ||||||||||||||||||||
Total liabilities | 3,098,988 | 1,524,049 | 3,094,885 | 1,491,107 | ||||||||||||||||||||
Total shareholders' equity | 353,557 | 165,486 | 348,788 | 161,907 | ||||||||||||||||||||
Total liabilities and shareholders' equity | $ | 3,452,545 | $ | 1,689,535 | $ | 3,443,673 | $ | 1,653,014 | ||||||||||||||||
Net interest spread | 2.93 | % | 2.74 | % | 3.01 | % | 2.81 | % | ||||||||||||||||
Net interest margin | 3.06 | 2.84 | 3.13 | 2.90 |
(1) | The average balances of loans include |
(2) | The average balance for securities available for sale is based on amortized cost. |
(3) | Fully taxable equivalent considers the impact of |
62
This document contains certain non-GAAP financial measures in addition to results presented in accordance with U.S Generally Accepted Accounting Principles (“GAAP”accounting principles generally accepted in the United States of America ("GAAP"). These non-GAAP measures are intended to provide the reader with additional supplemental perspectives on operating results, performance trends, and financial condition. Non-GAAP financial measures are not a substitute for GAAP measures; they should be read and used in conjunction with the Company’sCompany's GAAP financial information. The Company’sA reconciliation of non-GAAP financial measures may not be comparable to similar non-GAAP information which may be presented by other companies.GAAP measures is provided below. In all cases, it should be understood that non-GAAP operating measures do not depict amounts that accrue directly to the benefit of shareholders. An item whichthat management excludes when computing non-GAAP adjusted earnings can be of substantial importance to the Company’sCompany's results and condition for any particular quarter or year. A reconciliation ofThe Company's non-GAAP adjusted earnings information set forth is not necessarily comparable to non- GAAP information that may be presented by other companies. Each non-GAAP measure used by the Company in this report as supplemental financial measures todata should be considered in conjunction with the Company's GAAP measures is provided below.
The Company utilizes the non-GAAP measure of adjusted earnings in evaluating operating trends, including components for operatingadjusted revenue and expense. These measures exclude amounts whichthat the Company views as unrelated to its normalized operations, including gains/losses on securities, gains/losses,premises, equipment and other real estate owned, acquisition costs, restructuring costs, legal settlements, and systems conversion costs. TheseNon-GAAP adjustments are presented net of an adjustment for related income tax expense. This adjustment is determined as the difference between the GAAP tax rate and the effective tax rate applicable to adjusted income.
The Company also calculates several non-GAAP performance measuresadjusted earnings per share based on its measure of adjusted earnings, including adjusted earnings per share, adjusted return on assets, adjusted return on equity, and the efficiency ratio.earnings. The Company views these amounts as important to understanding its performanceoperating trends, particularly due to the impact of accounting standards related to acquisition activity. Several of these measures are used as performance metrics in assessing the achievement of short and long term incentive compensation for management. Analysts also rely on these measures in estimating and evaluating the Company’sCompany's performance. Management also believes that the computation of non-GAAP adjusted earnings and adjusted earnings per share may facilitate the comparison of the Company to other companies in the financial services industry. The Company also adjusts certain equity related measures to exclude intangible assets due to the importance of these measures to the investment community and as componentscommunity.
63
The following table summarizes the reconciliation of non-GAAP items recorded for the time periods and dates indicatedpresented:
| | | | | | | | | |
| | | | Three Months Ended March 31, | |||||
(in thousands) |
| | | | 2020 |
| | 2019 |
|
GAAP net income |
|
| | $ | 7,721 | | $ | 7,281 | |
Plus (less): |
|
| |
|
| |
|
| |
Gain on sale of securities, net |
|
| |
| (135) | |
| — | |
Loss on sale of premises and equipment, net |
|
| |
| 92 | |
| — | |
Loss on other real estate owned |
|
| |
| 31 | |
| — | |
Acquisition, restructuring and other expenses |
|
| |
| 103 | |
| — | |
Income tax expense(1) |
|
| |
| (22) | |
| — | |
Total adjusted income(2) |
| (A) | | $ | 7,790 | | $ | 7,281 | |
| | | | | | | | | |
GAAP net interest income |
| (B) | | $ | 24,563 | | $ | 21,765 | |
Plus: Non-interest income |
|
| |
| 8,421 | |
| 6,167 | |
Total Revenue |
|
| |
| 32,984 | |
| 27,932 | |
Less: Gain on sale of securities, net |
|
| |
| (135) | |
| — | |
Total adjusted revenue(2) |
| (C) | | $ | 32,849 | | $ | 27,932 | |
| | | | | | | | | |
GAAP total non-interest expense |
|
| | $ | 22,359 | | $ | 18,624 | |
Less: Loss on sale of premises and equipment, net |
|
| |
| (92) | |
| — | |
Less: Loss on other real estate owned |
|
| |
| (31) | |
| — | |
Less: Acquisition, restructuring and other expenses |
|
| |
| (103) | |
| — | |
Adjusted non-interest expense(2) |
| (D) | | $ | 22,133 | | $ | 18,624 | |
| | | | | | | | | |
(in millions) |
|
| |
|
| |
|
| |
Total average earning assets |
| (E) | | $ | 3,306 | | $ | 3,265 | |
Total average assets |
| (F) | |
| 3,662 | |
| 3,561 | |
Total average shareholders' equity |
| (G) | |
| 406 | |
| 377 | |
Total average tangible shareholders' equity(2)(3) |
| (H) | |
| 278 | |
| 270 | |
Total tangible shareholders' equity, period-end(2)(3) |
| (I) | |
| 276 | |
| 274 | |
Total tangible assets, period-end(2)(3) |
| (J) | |
| 3,549 | |
| 3,522 | |
| | | | | | | | | |
(in thousands) |
|
| |
|
| |
|
| |
Total common shares outstanding, period-end |
| (K) | |
| 15,587 | |
| 15,524 | |
Average diluted shares outstanding |
| (L) | |
| 15,593 | |
| 15,587 | |
| | | | | | | | | |
Adjusted earnings per share, diluted |
| (A/L) | | $ | 0.50 | | $ | 0.47 | |
Tangible book value per share, period-end(2) |
| (I/K) | |
| 17.70 | |
| 17.63 | |
Securities adjustment, net of tax(1)(4) |
| (M) | |
| 9,560 | |
| (1,842) | |
Tangible book value per share, excluding securities adjustment(2)(4) |
| (I+M)/K | |
| 17.09 | |
| 17.75 | |
Total tangible shareholders' equity/total tangible assets(2) |
| (I/J) | |
| 7.77 | |
| 7.77 | |
64
| | | | | | | | | |
| | | | | | | | | |
| | | | Three Months Ended March 31, | |||||
Performance ratios(5) | |
| | | 2020 |
| | 2019 |
|
Return on assets | |
| % | | 0.85 | % | | 0.83 | % |
Adjusted return on assets(2) | | (A/F) | | | 0.86 | | | 0.83 | |
Return on equity | |
| | | 7.64 | | | 7.83 | |
Adjusted return on equity(2) | | (A/G) | | | 7.71 | | | 7.83 | |
Adjusted return on tangible equity(2)(6) | | (A+Q)/H | | | 11.54 | | | 11.19 | |
Efficiency ratio(2)(7) | | (D-O-Q)/(C+N) | | | 64.82 | | | 63.94 | |
Net interest margin(2) | | (B+P)/E | | | 3.06 | | | 2.77 | |
| | | | | | | | | |
Supplementary data (in thousands) | |
| | |
| | |
| |
Taxable equivalent adjustment for efficiency ratio | | (N) | | $ | 719 | | $ | 684 | |
Franchise taxes included in non-interest expense | | (O) | | | 119 | | | 120 | |
Tax equivalent adjustment for net interest margin | | (P) | | | 551 | | | 515 | |
Intangible amortization | | (Q) | | | 256 | | | 207 | |
BAR HARBOR BANKSHARES | |||||||||||||||||
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES AND SUPPLEMENTARY DATA- UNAUDITED | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
(in thousands) | 2017 | 2016 | 2017 | 2016 | |||||||||||||
Net income | $ | 8,617 | $ | 3,632 | $ | 19,386 | $ | 12,349 | |||||||||
Adj: Security Gains | (19 | ) | (1,354 | ) | (19 | ) | (4,489 | ) | |||||||||
Adj: Loss on sale of fixed assets, net | (1 | ) | 216 | 94 | 216 | ||||||||||||
Adj: Acquisition expense | 346 | 320 | 5,917 | 812 | |||||||||||||
Adj: Income taxes (37.57% in 2017, 35.0% in 2016) | (122 | ) | 286 | (2,251 | ) | 1,211 | |||||||||||
Total adjusted income (4) | (A) | $ | 8,821 | $ | 3,100 | $ | 23,127 | $ | 10,099 | ||||||||
Net-interest income | (B) | $ | 23,478 | $ | 10,999 | $ | 68,659 | $ | 33,717 | ||||||||
Plus: Non-interest income | 6,960 | 3,372 | 19,465 | 10,314 | |||||||||||||
Total Revenue | 30,438 | 14,371 | 88,124 | 44,031 | |||||||||||||
Adj: Net security gains | (19 | ) | (1,354 | ) | (19 | ) | (4,489 | ) | |||||||||
Total adjusted revenue (4) | (C) | $ | 30,419 | $ | 13,017 | $ | 88,105 | $ | 39,542 | ||||||||
Total non-interest expense | $ | 17,586 | $ | 8,750 | $ | 58,463 | $ | 25,478 | |||||||||
Less: Acquisition expense | (346 | ) | (320 | ) | (5,917 | ) | (812 | ) | |||||||||
Adjusted non-interest expense (4) | (D) | $ | 17,240 | $ | 8,430 | $ | 52,546 | $ | 24,666 | ||||||||
(in millions) | |||||||||||||||||
Total average earning assets | (E) | $ | 3,157 | $ | 1,610 | $ | 3,138 | $ | 1,577 | ||||||||
Total average assets | (F) | 3,453 | 1,690 | 3,444 | 1,653 | ||||||||||||
Total average shareholders' equity | (G) | 354 | 165 | 349 | 162 | ||||||||||||
Total average tangible shareholders' equity | (H) | 244 | 160 | 242 | 157 | ||||||||||||
Total tangible shareholders' equity, period-end (1) | (I) | 244 | 159 | 244 | 159 | ||||||||||||
Total tangible assets, period-end (1) | (J) | 3,367 | 1,713 | 3,367 | 1,713 | ||||||||||||
(in thousands) | |||||||||||||||||
Total common shares outstanding, period-end | (K) | 15,432 | 9,084 | 15,432 | 9,084 | ||||||||||||
Average diluted shares outstanding | (L) | 15,511 | 9,162 | 15,204 | 9,138 | ||||||||||||
Adjusted earnings per share, diluted | (A/L) | $ | 0.57 | $ | 0.34 | $ | 1.52 | $ | 1.11 | ||||||||
Tangible book value per share, period-end | (I/K) | 15.84 | 17.51 | 15.84 | 17.51 | ||||||||||||
Total tangible shareholders' equity/total tangible assets | (H/J) | 7.26 | 9.29 | 7.26 | 9.29 | ||||||||||||
Performance ratios (2) | |||||||||||||||||
GAAP return on assets | 0.99 | % | 0.86 | % | 0.75 | % | 1.00 | % | |||||||||
Adjusted return on assets (4) | (A/F) | 1.01 | 0.73 | 0.90 | 0.82 | ||||||||||||
GAAP return on equity | 9.67 | 8.78 | 7.43 | 10.20 | |||||||||||||
Adjusted return on equity (4) | (A/G) | 9.90 | 7.49 | 8.86 | 8.34 | ||||||||||||
Adjusted return on tangible equity (3) (4) | (A/I) | 14.51 | 7.75 | 12.98 | 8.88 | ||||||||||||
Efficiency ratio (4)(5) | (D-N-P)/(C+M) | 53.59 | 61.24 | 56.44 | 59.34 | ||||||||||||
Net interest margin | (B+O)/E | 3.06 | 2.84 | 3.13 | 2.90 |
Supplementary data (in thousands) | |||||||||||||||||
Taxable equivalent adjustment for efficiency ratio | (M) | $ | 1,107 | $ | 434 | $ | 3,269 | $ | 1,061 | ||||||||
Franchise taxes included in non-interest expense | (N) | 154 | 36 | 438 | 103 | ||||||||||||
Tax equivalent adjustment for net interest margin | (O) | 878 | 168 | 2,568 | 528 | ||||||||||||
Intangible amortization | (P) | 189 | 157 | 534 | 471 |
(1) |
(2) | Non-GAAP financial measure. |
(3) | Tangible shareholders' equity is computed by taking total shareholders' equity less the intangible assets at period-end. |
(4) | Securities adjustment, net of tax represents the total unrealized loss on available-for-sale securities recorded on the Company's consolidated balance sheets within total common shareholders' equity. |
(6) | |
Adjusted return on tangible equity is computed by |
(7) | |
Efficiency ratio is computed by dividing |
65
The Company reported thirdfirst quarter 20172020 net income of $8.6$7.7 million or 56 cents$0.50 per share, a 6% increase in net income over the same quarter of 2019 of $7.3 million or $0.47 per share. Adjusted earnings totaled $8.8 million or 57 cents per share representing a 10% increase overFinancial highlights for the prior quarter. first quarter 2020 include the following (compared to the first quarter of 2019, unless otherwise noted):
● | 6% annualized growth in commercial loans |
● | 10% annualized growth in non-maturity deposits |
● | 99% loan to deposit ratio, improved from 102% |
● | 3.06% net interest margin compared to 2.77% |
● | 37% increase in non-interest income |
● | 0.38% non-accruing loans to total loans compared to 0.66% |
The increase reflectsCompany’s financial performance in the first quarter 2020 was strong while quickly shifting efforts to address COVID-19 developments. The Company is fully dedicated to supporting customers and employees during these difficult times and is confident in the strength of its operating model.
While focusing on the Company'schallenges posed by the health crisis in the first quarter, the Company remains committed to its cornerstone of business operations: Risk management, ranging from underwriting practices to what is now expanded footprintat the forefront, crisis management and seasoned team. As discussedbusiness continuity planning. From the onset of the crisis, the Company has maintained open communication with customers and employees alike, and transitioned to a mostly remote working environment. This transition was smooth given the readiness of the Company’s information technology and operations departments. The Company modified its branch model providing safety to customers and employees while balancing a personalized touch to meet the needs of its customers. These modifications include transitioning to mostly drive-up and walk-up windows along with in person meetings by appointment when necessary. The investments the Company has made in the past few years in online and mobile banking platforms have been essential with the current environment while helping to accelerate adoption rates.
The Company recognizes the importance of liquidity, especially in the current economic environment. Therefore, the Company has opportunistically and appropriately utilized many of the various federal programs in an earlier section,effort to insulate from potential risk and uncertainty. Further supporting capital levels and the balance sheet the Company usesrecently refinanced and upsized its subordinated debt in the non-GAAP measurefourth quarter 2019. Loan volumes were significant this quarter as originations offset elevated payoff levels as typically seen with the lower rate environment. Growth in commercial loans offset the decrease in the residential portfolio as the Company strategically moved most of adjusted earnings, and related metrics,production to evaluate the results of its operations.
The Company’s growthloan portfolio remains diverse with over 80 different industries and several geographies limiting concentration risk, which is further mitigated by the specific type and strength of the borrowers. These credit relationships are proven successful operators in profitability was reflectedtheir industry and have weathered difficult economic times in its key performance metrics as return on assets improved to 0.99% and adjusted return on assets achieved 1.01%. Operational improvements and significant positive operating leverage resulted in a 54% efficiency ratio for the third quarter.past. The Company continues to position its balance sheet to optimize performance, as is evidenced by strong loan growth and superior credit quality. Additionally,carefully review opportunities with proven borrowers while also stress testing the loan to deposit ratio remained flat despite funding significant production duringportfolio regularly.
Given the quarter.
The Company continues to execute strategies that will benefit long-term profitability while being mindful of the short-term challenges and operating environment. Lower interest rates and the divergence in FHLB borrowings and brokered
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deposit spreads has provided the Company with an opportunity to lock into favorable rates with longer maturities. The benefits of these activities, along with the balance sheet strategies executed last year, are unveiled as the Company’s net interest margin expanded nearly 30 basis points during the quarter. Non-interest income has also improved for the quarter as the Company continues to provide hedging transactions to help meet customers’ needs. While trust and investment management fee income is up significantly over prior year, it is also sensitive to market conditions and could vary as market dynamics persist with the pandemic. In summary, the Company is focused on activities that create value for long-term shareholders as it continues to build tangible book value at a level deemed adequate by the Company as an estimatequarterly annualized rate of the probable and estimable loan losses in the portfolio as of period-end. The level of the allowance is a critical accounting estimate, which is subjectclose to uncertainty. The level of the allowance is included in the discussion of financial condition.
COMPARISON OF FINANCIAL CONDITION AT SEPTEMBER 30, 2017MARCH 31, 2020 AND DECEMBER 31, 2016
Summary
Total assets increasedwere $3.7 billion at the end of the first quarter 2020 and at year-end 2019. Asset quality metrics remain strong with an allowance for credit losses to $3.5 billiontotal loans ratio of 0.58% with a coverage ratio to non-accruing loans at 152%, up from 133% as of September 30, 2017 from $1.8 billion at year end 2016. All major categories of assets, liabilities and equity increased due to the acquired balances which as of the acquisition date included $1.2 billion in loans, $155.6 million in securities, $1.2 billion in deposits, and $182 million in equity as a result of the issuance of common shares of the Company to Lake Sunapee shareholders.year-end 2019. The loan to deposit ratio improvedwas 99% compared to 107% from 108%98% at year-end 2016 as loan growth was funded by seasonally higher deposit balances.
Securities
Securities totaled $646.2 million in connectionthe first quarter 2020 and $683.9 million at year-end 2019 representing 18% and 19% of total assets, respectively. The decrease in the first quarter is consistent with the acquisition. Conversely,Company strategy to de-lever and remix the Company’s tangible book value (non-GAAP measure) decreased to $15.84 from $16.61 at year-end 2016. The dilution is primarily due to the net impact of the additional shares issuedinvestment portfolio resulting in a higher year-over-year yield along with acquisition and goodwill recorded as part of the transaction. However, the Company has a strong quarterly trend in GAAP net income, which added tangible book value per share of $0.57, $0.43, and $0.27 during the third, second, and first quarters, respectively.
Loans
Loan balances in the first quarter 2020 were $2.6 billion, flat with year-end 2019. Total commercial loans grew at an annualized rate of 6% led by commercial real estate with an annualized growth rate of 8% as the Company executed on an expanded pipeline. Residential real estate loans were relatively flat with the lending areafourth quarter as originations maintained, but were offset by secondary market sales and payoff activity. Payoff activity was experienced across all threeproducts lines as seasoned borrowers refinanced given the lower rate environment. Although the commercial portfolio grows each quarter, the product mix of the northern New England states which resulted in organic growthtotal commercial loans remains diversified among 80 industries throughout many geographic regions. Average yields from loans were 4.30% in the loan portfolio. Excludingfirst quarter 2020 as variable rate loans repriced compared with 4.33% in the impact of the acquired balances, total loans increased during the nine month period of 2017 by 12.2% on an annualized basis with 20.5% annualized growth in commercial loans led mostly by commercial and industrial loans.
Asset Quality
The allowance for loan losses totaled $15.3 million at the end of the first quarter 2020 and $14.4 at year-end 2019. In the first quarter 2020, the Company elected to defer implementation of CECL as allowed under the CARES Act. As result, the Company continues to operate its incurred loss model, which has been adjusted higher to reflect current economic conditions. Increases to the allowance associated with those adjustments were offset by improvements in other credit quality factors including several specifically reserved loans that were settled at approximate book value. Past due accounts between 30 to 89 days as a percentage of total loans was 0.84% for the first quarter compared to 0.74% at year-end 2019. The majority of the customers in that range have a history of making payments on a cycle that is about 30 days overdue and is not likely an indication of deteriorated credit quality.
Goodwill
Given current events and the economic situation associated with COVID-19 along with the variation of the Company’s stock price, the fair value of the Company’s business and test for goodwill impairment is required under accounting standards. The Company’s models suggest that the fair value of the business is greater than the book value or market
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capitalization based on the price at which the stock is currently trading. While the Company concluded there is no goodwill impairment in the first quarter 2020, it will continue to evaluate its position as economic conditions change.
Deposits and Borrowings
Total deposits were $2.7 billion at the end of the first quarter 2020 and year-end 2019. Non-maturity deposits increased $1.5to $1.8 billion, 10% on annualized basis, during the first quarter 2020. The Company's expanding branch model has helped to increase new accounts, which totaled 3,071 in the first quarter 2020 compared to 2,918 in the fourth quarter 2019 excluding acquired balances. Time deposits decreased $88.6 million, to $11.9 million, which is due to the increase in business activity loansCompany's strategy to target lower rate and lower charge-off activity reflecting improved asset quality.longer duration funding sources. The determinationaverage cost of the allowance for loan losses is a critical accounting estimate. The Company considers the allowance for loan losses appropriatedeposits decreased to cover probable losses which can be reasonably estimated1.08% from 1.19% in the loan portfolio as offourth quarter 2019 reflecting the balance sheet date. Under accounting standards for business combinations, acquired loans are recorded at fair value with no loan loss allowance on the date of acquisition. An allowance for loan loss is recorded by the Company for the emergence of new probableFederal Reserve Bank short-term rate cuts in current and estimable losses on acquired loans which were not impaired as of the acquisition date. Because of the accounting for acquired loans, some measures of the loan loss allowance are not comparable to periods prior to the acquisition date or to peer measures.
Derivative Financial Instruments
The notional balance of derivative financial instruments increased to $672.1 million at the end of the first nine months of 2017, of which $175.7quarter 2020 from $580.4 million was assumed from the acquisition. Excluding the impact of the acquisition, theat year-end 2019. The increase was mostly in short term FHLBB advances to fund loans and investments during the first half of the year.
Equity
Total equity was $403.8 million, compared with $396.4 million at year-end 2019. The Company's book value per share increased to $25.90 at the end of the first quarter 2020 from $25.48 at year-end 2019. The increase includes a $4.0 million improvement is related to an overall decrease in market yields since year-end 2016.
COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2020 AND 2019
Summary
Net income in the first quarter 2017.2020 was $7.7 million, or $0.50 per diluted share, compared with $7.3 million, or $0.47 per diluted share, in the same quarter 2019. Noteworthy improvements in net income include a lower cost of funds and increased non-interest income offset in part by higher operational expenses. The Lake Sunapee Bank Group acquisition resultedCompany's return on assets ratio was 0.85% during the first quarter of 2020 and 0.83% in the same quarter of 2019 and the return on equity ratio was 7.64% and 7.83% for the same respective periods.
Net Interest Income
Net interest income was $24.6 million compared with $21.8 million in the same quarter of 2019 and net interest margin was 3.06% and 2.77% for the same respective periods. The increase is primarily driven by lower borrowing levels as the average balance decreased to $557 million in the first quarter 2020 from $762 million in the first quarter of 2019 due to deleveraging strategies executed in late 2019 and a lower cost of funds. The balance sheet strategies executed during the second half of last year along with the rate cuts experienced in the first quarter reduced borrowing rates to 2.10% from 2.74% and interest-bearing deposits rates to 1.08% from 1.25% in the first quarter 2019. The Company continues to optimize its funding sources to take advantage of this lower rate environment through a mixture of various debt and derivative instruments. Yields from earning assets declined to 4.14% from 4.19% in the first quarter 2019 reflecting loan originations and repricing of variable rate products in a $95.3lower interest rate environment. Purchase loan accretion contributed 0.08% to net interest margin in the first quarter 2020 compared to 0.10% in the first quarter 2019. The loan to deposit ratio was 99% in the first quarter 2020 as the Company maintained its fourth quarter 2019 deposit levels, which is due to strong customer relationships within its branch model.
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Loan Loss Provision
The first quarter 2020 provision for loan losses increased to $1.1 million from $324 thousand in the same quarter 2019. As noted above, the Company is maintaining its incurred loss model for calculating the allowance for loan losses. The year-over-year increase in goodwill. The Company’s ratio of tangible equitythe provision for loan losses is due to tangible assets stood at 7.26% atqualitative adjustments made to reflect a downward economic trend in the endfirst quarter 2020. Those downward adjustments were offset in part by improvements in other credit quality factors such as charge-off history and underwriting practices. While the impact of the thirdhealth crisis is uncertain, we believe the existing allowance for loan losses is sufficient to absorb inherent losses based on a disciplined credit approach, experienced losses and methodology, and current review of the portfolio.
Non-Interest Income
Non-interest income in the first quarter 2020 increased 37% to $8.4 million from $6.2 million in the same quarter in 2019. Trust income was $3.4 million in the first quarter 2020, up 22% from the same quarter of 2019 based on higher assets under management within an expanded footprint given the branch acquisition which closed in October 2019. Customer service fees also increased significantly to $3.1 million compared to 8.65% at$2.2 million from the endsame quarter of 2016.
Non-Interest Expense
Non-interest expense was $22.4 million in the first quarter 2020 compared to $18.6 million in the same quarter of 2019. The Companyincrease is primarily due to higher salary and benefit and occupancy and equipment costs to support the Bank remained well capitalized under regulatory guidelines at period-end.
Income Tax Expense
The first quarter effective tax rate decreased to 18.8% in 2020 compared with 19.0% in the same quarter of 2019, reflecting a higher level of tax-advantaged income.
Liquidity and Cash Flows
Liquidity is measured by the Company’sCompany's ability to meet short-term cash needs at a reasonable cost or minimal loss. The Company seeks to obtain favorable sources of liabilities and to maintain prudent levels of liquid assets in order to satisfy varied liquidity demands. Besides serving as a funding source for maturing obligations, liquidity provides flexibility in responding to customer initiatedcustomer-initiated needs. Many factors affect the Company’sCompany's ability to meet liquidity needs,
The Bank actively manages its liquidity position through target ratios established under its Asset LiabilityAsset-Liability Management Policy. Continual monitoring of these ratios, bothby using historical data and through forecasts under multiple rate and stress scenarios, allows the Bank to employ strategies necessary to maintain adequate liquidity. The Bank's policy is to maintain a liquidity position of at least 4% of total assets. A portion of the Bank’sBank's deposit base has been historically seasonal in nature, with balances typically declining in the winter months through late spring, during which period the Bank’sBank's liquidity position tightens.
At March 31, 2020, same day available liquidity totaled approximately $1.2 billion, including cash, borrowing capacity at the Federal Home Loan Bank uses a basic surplus model to measure its liquidity over 30 and 90-day time horizons. The relationship between liquid assets and short-term liabilities that are vulnerable to non-replacement are routinely monitored. The Bank’s policy is to maintain a liquidity position of at least 4% of total assets. At September 30, 2017, liquidity, as measured by the basic surplus model, was 6.6% over the 30-day horizon and 10.8% over the 90-day horizon.
The Bank maintains a liquidity contingency plan approved by the Bank’sBank's Board of Directors. This plan addresses the steps that would be taken in the event of a liquidity crisis, and identifies other sources of liquidity available to the Company. Company management believes that the level of liquidity is sufficient to meet current and future funding requirements. However, changes in economic conditions, including consumer savings habits and availability or access to the brokered deposit market could potentially have a significant impact on the Company’sCompany's liquidity position.
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Off-Balance Sheet Arrangements
The Company is, from time to time, a party to certain off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources, that may be material to investors.
The Company’s off-balance sheet arrangements are limited to standby letters of credit whereby the Bank guarantees the obligations or performance of certain customers. These letters of credit are sometimes issued in support of third-party debt. The risk involved in issuing standby letters of credit is essentially the same as the credit risk involved in extending loan facilities to customers, and they are subject to the same origination, portfolio maintenance and management procedures in effect to monitor other credit products. The amount of collateral obtained, if deemed necessary by the Bank upon issuance of a standby letter of credit, is based upon management's credit evaluation of the customer.
The Company’s off-balance sheet arrangements have not changed materially since previously reported in our Annual Report on Form 10-K for the year ended December 31, 2019.
APPLICATION OF CRITICAL ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES, AND RECENT ACCOUNTING PRONOUNCEMENTS
The Company’s significant accounting policies are described in Note 1 to the consolidated financial statements in this Form 10-Q and in the most recent Form 10-K. Please see those policies in conjunction with this discussion. The accounting and reporting policies followed by the Company conform, in all material respects, to accounting principles generally accepted in the United States and to general practices within the financial services industry. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. While the Company bases estimates on historical experience, current information and other factors deemed to be relevant, actual results could differ from those estimates.
Management believes that the following policies would be considered critical under the SEC’s definition:
• | Allowance for Loan Losses |
• | Acquired Loans |
• | Income Taxes |
• | Goodwill and Identifiable Intangible Assets |
• | Determination of Other-Than-Temporary Impairment of Securities |
• | Fair Value of Financial Instruments |
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Market Risk
Market risk is the risk of loss in a financial instrument arising from adverse changes in market rates/prices, such as interest rates, foreign currency exchange rates, commodity prices and equity prices. Interest rate risk is the most significant market risk affecting the Company. Other types of market risk do not arise in the normal course of the Company’s business activities.
The responsibility for interest rate risk management oversight is the function of the Bank’s Asset and Liability Committee (“ALCO”), chaired by the Chief Financial Officer and composed of various members of senior management. ALCO meets regularly to review balance sheet structure, formulate strategies in light of current and expected economic conditions, adjust product prices as necessary, implement policy, monitor liquidity, and review performance against guidelines established to control exposure to the various types of inherent risk.
Interest Rate Risk:
The Bank's interest rate risk measurement and management techniques incorporate the re-pricing and cash flow attributes of balance sheet and off-balance sheet instruments as each relate to current and potential changes in interest rates. The level of interest rate risk, measured in terms of the potential future effect on net interest income, is determined through the use of modeling and other techniques under multiple interest rate scenarios. Interest rate risk is evaluated in depth on a quarterly basis and reviewed by ALCO and the Company’s Board of Directors.
The Bank's Asset Liability Management Policy, approved annually by the Bank’s Board of Directors, establishes interest rate risk limits in terms of variability of net interest income under rising, flat, and decreasing rate scenarios. It is the role of the ALCO to evaluate the overall risk profile and to determine actions to maintain and achieve a posture consistent with policy guidelines.
Interest Rate Sensitivity Modeling:
The Bank utilizes an interest rate risk model widely recognized in the financial industry to monitor and measure interest rate risk. The model simulates the behavior of interest income and expense for all balance sheet and off-balance sheet instruments, under different interest rate scenarios together with a dynamic future balance sheet. Interest rate risk is measured in terms of potential changes in net interest income based upon shifts in the yield curve.
The interest rate risk sensitivity model requires that assets and liabilities be broken down into components as to fixed, variable, and adjustable interest rates, as well as other homogeneous groupings, which are segregated as to maturity and type of instrument. The model includes assumptions about how the balance sheet is likely to evolve through time and in different interest rate environments. The model uses contractual re-pricing dates for variable products, contractual maturities for fixed rate products, and product-specific assumptions for deposit accounts, such as money market accounts, that are subject to re-pricing based on current market conditions. Re-pricing margins are also determined for adjustable rate assets and incorporated in the model. Investment securities and borrowings with call provisions are examined on an individual basis in each rate environment to estimate the likelihood of a call. Prepayment assumptions for mortgage loans and mortgage-backed securities are developed from industry median estimates of prepayment speeds, based upon similar coupon ranges and degree of seasoning. Cash flows and maturities are then determined, and for certain assets, prepayment assumptions are estimated under different interest rate scenarios. Interest income and interest expense are then simulated under several hypothetical interest rate conditions including:
● | A flat interest rate scenario in which current prevailing rates are locked in and the only balance sheet fluctuations that occur are due to cash flows, maturities, new volumes, and re-pricing volumes consistent with this flat rate assumption; |
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● | A 200 basis point rise or decline in interest rates applied against a parallel shift in the yield curve over a twelve-month horizon together with a dynamic balance sheet anticipated to be consistent with such interest rate changes; |
● | Various non-parallel shifts in the yield curve, including changes in either short-term or long-term rates over a twelve-month horizon, together with a dynamic balance sheet anticipated to be consistent with such interest rate changes; and |
● | An extension of the foregoing simulations to each of two, three, four and five year horizons to determine the interest rate risk with the level of interest rates stabilizing in years two through five. Even though rates remain stable during this two to five year time period, re-pricing opportunities driven by maturities, cash flow, and adjustable rate products will continue to change the balance sheet profile for each of the interest rate conditions. |
Changes in net interest income based upon the foregoing simulations are measured against the flat interest rate scenario and actions are taken to maintain the balance sheet interest rate risk within established policy guidelines.
As of September 30, 2017March 31, 2020 interest rate sensitivity modeling results indicate that the Bank’s balance sheet was moderately liability sensitive over the one-in years 1 and two-year horizons (i.e., moderately exposed to rising interest rates).
Assuming short-term and long-term interest rates decline 100 basis points from current levels (i.e., a parallel yield curve shift) and the Bank’s balance sheet structure and size remain at current levels, management believes net interest income will improve slightlydeteriorate over the one year horizon (+.2%(-2.2% versus the base case) while remaining relatively stabledeteriorating further from that level over the two-year horizon (+.3%(-6.4% versus the base case). Should the yield curve steepen as rates fall, the model suggests that accelerated earning asset prepayments will slow, resulting in a more stabilized level of net interest income. Management anticipates that moderate to strong earning asset growth will be needed to meaningfully increase the Bank’s current level of net interest income should both long-term and short-term interest rates decline in parallel.
Assuming the Bank’s balance sheet structure and size remain at current levels and the Federal Reserve increases short-term interest rates by 200 basis points with the balance of the yield curve shifting in parallel with these increases, management believes net interest income will decline moderatelyimprove slightly over the one and two-year horizons (-3.1%(1.2% and -6.7%3.6%, respectively, versus the base case) as increased funding costs outpace increases in earning asset yields. The interest rate sensitivity simulation model suggests that as interest rates rise, the Bank’s funding costs will initially re-price disproportionately with earning asset yields to a moderate degree. As funding costs begin to stabilize early in the third year of the simulation, the model suggests that the earning asset portfolios will continue to re-price at prevailing interest rate levels and cash flows from the Bank’s earning asset portfolios will be reinvested into higher yielding earning assets, resulting in a widening of spreads and a stabilization of net interest income over the three year horizon and beyond. Management believes moderate to strong earning asset growth will be necessary to meaningfully increase the current level of net interest income over the one-year and two-year horizons should short-term and long-term interest rates rise in parallel.
As compared to June 30, 2017,December 31, 2019, the year-one sensitivity in the down 100 basis points scenario decreasedwas down slightly for the quarter (+.7%three months ended March 31, 2020 (-1.0% prior, versus +.2%-2.2% current). The year-two sensitivities in the down 100 basis points scenario showed a small changechanged going from +.8%-3.7% to +.3%-6.4%. In the year-one up 200 basis points scenario, results improved going from the prior quarter (-3.8% prior, versus -3.1% current).7% to 1.2%. Year-two, up 200 basis points shows a slightly more negative result (-6.2%was flat (3.3% prior, versus -6.7%3.6% current), although on balance, the current aggregate position is consistent with the prior quarter’s.
The preceding sensitivity analysis does not represent a Company forecast and should not be relied upon as being indicative of expected operating results. These hypothetical estimates are based upon numerous assumptions including: the nature and timing of interest rate levels and yield curve shape, prepayment speeds on loans and securities, deposit rates, pricing decisions on loans and deposits, reinvestment or replacement of asset and liability cash flows, and renegotiated loan terms with borrowers. While assumptions are developed based upon current economic and local
As market conditions vary from those assumed in the sensitivity analysis, actual results may also differ due to: prepayment and refinancing levels deviating from those assumed; the impact of interest rate changes, caps or floors on adjustable rate assets; the potential effect of changing debt service levels on customers with adjustable rate loans; depositor early withdrawals and product preference changes; and other such variables. The sensitivity analysis also does not reflect additional actions that the Bank’s Senior Executive Team and Board of Directors might take in responding to or anticipating changes in interest rates, and the anticipated impact on the Bank’s net interest income.
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ITEM 4. CONTROLS AND PROCEDURES
(a) | |
Disclosure controls and procedures. |
Under the supervision and with the participation of our senior management, consisting of the Company’s principal executive officers, including theofficer and our principal financial officer, based on theirthe Company conducted an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures, (asas defined in Exchange Act Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this Quarterly Report on Form 10-Q, have10-Q. Based on this evaluation, the Company’s management, including its principal executive officer and principal financial officer, concluded that as of March 31, 2020 the Company’s disclosure controls and procedures were effective.
(b) | Changes in internal control over financial reporting. |
There were no changes in the Company’s internal control over financial reporting that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
ITEM 1. LEGAL PROCEEDINGS
The Company and its subsidiaries are parties to certain ordinary routine litigation incidental to the normal conduct of their respective businesses, which in the opinion of management based upon currently available information will have no material effect on the Company's consolidated financial statements.
The disclosures below supplement the other information set forth in this report, you should carefully considerrisk factors previously disclosed under Item 1A. of the factors discussed below and in Part I, “Item 1A. Risk Factors” in ourCompany’s 2019 Annual Report on Form 10-K for the year ended December 31, 2016, which could materially affect10-K.
The COVID-19 pandemic may adversely impact our business and financial conditionresults, and the ultimate impact will depend on future developments, which are highly uncertain and cannot be predicted, including the scope and duration of the pandemic and actions taken by governmental authorities in response to the pandemic.
The COVID-19 pandemic is creating extensive disruptions to the economy and to the lives of individuals. Governments, businesses, and the public are taking unprecedented actions to contain the spread of COVID-19 and to mitigate its effects, including quarantines, travel bans, shelter-in-place orders, closures of businesses and schools, fiscal stimulus, and legislation designed to deliver monetary aid and other relief. While the scope, duration, and full effects of COVID-19 are rapidly evolving and not fully known, the pandemic and related efforts to contain it have disrupted economic activity, adversely affected the functioning of financial markets, impacted interest rates, increased economic and market uncertainty, and disrupted trade and supply chains. If these effects continue for a prolonged period or future results. The risks describedresult in this form are notsustained economic stress or recession, many of the only risks that we face. Additional risksrisk factors identified in our Form 10-K could be exacerbated and uncertainties not currently knownsuch effects could have an adverse impact on us in a number of ways related to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.credit quality, collateral values, customer demand, funding, operations, interest rate risk, and human capital.
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
| | | | | | | | | |
| | | | | | Total number of shares | | Maximum number of | |
| | | | | | | purchased as a part of | | shares that may yet be |
| | Total number of | | Average price | publicly announced | purchased under | |||
Period | shares purchased | paid per share | plans or programs | the plans or programs(1) | |||||
January 1-31, 2020 | — | | $ | — | — | 776,000 | |||
February 1-29, 2020 | — | | — | — | 776,000 | ||||
March 1-31, 2020 | — | | — | — | 781,000 | ||||
Total | — | | $ | — | — | 781,000 |
Period | Total number of shares purchased | Average price paid per share | Total number of shares purchased as a part of publicly announced plans or programs | Maximum number of shares that may yet be purchased under the plans or programs (1) | |||||||||
July 1-31, 2017 | 6,742 | $ | 29 | 6,742 | 404,706 | ||||||||
August 1-31, 2017 | — | — | — | 404,706 | |||||||||
September 1-30, 2017 | — | — | — | 404,706 | |||||||||
Total | 6,742 | $ | 29 | 6,742 | 404,706 |
(1) | On March 12, 2019 and March 12, 2020 the Company's Board of Directors approved a twelve-month plan to repurchase up to 5% of its outstanding common stock, representing 776,000 and 781,000 shares, respectively. The current stock repurchase plan expires on March 20, 2021. |
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ITEM 6. EXHIBITS
| | |||
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31.1 | ||||
Certification of Chief Executive Officer under Rule 13a-14(a)/15d-14(a) | ||||
| | | ||
31.2 | Certification of Chief Financial Officer under Rule 13a-14(a)/15d-14(a) | |||
| | | ||
32.1 | Certification of Chief Executive Officer under 18 U.S.C. Sec. 1350. | |||
| | | ||
32.2 | Certification of Chief Financial Officer under 18 U.S.C. Sec. 1350. | |||
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101 | The following financial information from the Company’s | |||
| | |||
104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). |
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | | |
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BAR HARBOR BANKSHARES | |||
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Dated: | By: | /s/ Curtis C. Simard | |
| | Curtis C. Simard | |
| | President & Chief Executive Officer | |
| | ||
| | ||
Dated: | By: | /s/ Josephine Iannelli | |
| | Josephine Iannelli | |
| | Executive Vice President & Chief Financial Officer |
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