Table of Contents

 UNITED STATES

securities and exchange commission

Washington, D.C. 20549

 

FORMform 10-Q

(Mark One)

[ X ]      quarterly report pursuant to section 13 or 15(d)15(d) of THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period endedSeptember 30, 20192020

OR

[     ]    transition report pursuant to section 13 or 15 (d)(d) of the SECURITIES EXCHANGE ACT OF 1934

For the transition period from                   to     

For the transition period fromto
Commission file number001-31830

Cathay General Bancorp 
(Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)

Delaware

 

95-4274680

(State of other jurisdiction of incorporation

 

(I.R.S. (I.R.S. Employer

or organization)

 

Identification No.)

777 North Broadway, Los Angeles, California

90012

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code:

(213) 625-4700

(Former name, former address and former fiscal year, if changed since last report)

 

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

CATY

Nasdaq Global Select Market

 

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 ☑          No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☑          No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company, or an emerging growth company. See the definitionsdefinition of “large accelerated filer,” “accelerated filer,” and “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☑ 

Accelerated filer ☐

Non-accelerated filer ☐

Smaller reporting company ☐

Emerging growth company ☐

 

                                                               

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 ☐          No ☑

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Common stock, $.01 par value, 79,706,51779,660,767 shares outstanding as of October 31, 2019.2020.

 

 


 

CATHAY GENERAL BANCORP AND SUBSIDIARies

3Rd quarter 201920 REPORT ON FORM 10-Q

table of contents

 

PART I – FINANCIAL INFORMATION

3

Item 1.

FINANCIAL STATEMENTS (Unaudited)

3

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

8

Item 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSOPERATIONS.

42

45

Item 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

66

72

Item 4.

CONTROLS AND PROCEDURESPROCEDURES.

67

73

PART II – OTHER INFORMATION

67

73

Item 1.

LEGAL PROCEEDINGSPROCEEDINGS.

67

73

Item 1A.

RISK FACTORSFACTORS.

68

74

Item 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDSPROCEEDS.

68

76

Item 3.

DEFAULTS UPON SENIOR SECURITIESSECURITIES.

69

77

Item 4.

MINE SAFETY DISCLOSURESDISCLOSURES.

69

77

Item 5.

OTHER INFORMATIONINFORMATION.

69

77

Item 6.

EXHIBITS

.

69

77

SIGNATURES

70

78

 

 

 

 

Forward-Looking Statements

 

In this Quarterly Report on Form 10-Q, the term “Bancorp” refers to Cathay General Bancorp and the term “Bank” refers to Cathay Bank. The terms “Company,” “we,” “us,” and “our” refer to Bancorp and the Bank collectively.

 

The statements in this report include forward-looking statements within the meaning of the applicable provisions of the Private Securities Litigation Reform Act of 1995 regarding management’s beliefs, projections, and assumptions concerning future results and events. We intend such forward-looking statements to be covered by the safe harbor provision for forward-looking statements in these provisions. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including statements about anticipated future operating and financial performance, financial position and liquidity, growth opportunities and growth rates, growth plans, acquisition and divestiture opportunities, business prospects, strategic alternatives, business strategies, financial expectations, regulatory and competitive outlook, loan and deposit growth, investment and expenditure plans, financing needs and availability, level of nonperforming assets, and other similar forecasts and statements of expectation and statements of assumptions underlying any of the foregoing. Words such as “aims,” “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “hopes,” “intends,” “may,” “optimistic,” “plans,” “potential,” “possible,” “predicts,” “projects,” “seeks,” “shall,” “should,” “will,” and variations of these words and similar expressions are intended to identify these forward-looking statements. Forward-looking statements by us are based on estimates, beliefs, projections, and assumptions of management and are not guarantees of future performance. These forward-looking statements are subject to certain risks, uncertainties and other factors that could cause actual results to differ materially from our historical experience and our present expectations or projections. Such risks, uncertainties and other factors include, but are not limited to:

 

 

U.S.local, regional, national and international business, economic and market conditions;conditions and events and the impact they may have on us, our customers and our operations, assets and liabilities;

the impact on our business, operations, financial condition, liquidity, results of operations, prospects and trading prices of our shares arising out of the COVID-19 pandemic;

 

possible additional provisions for loan losses and charge-offs;

 

credit risks of lending activities and deterioration in asset or credit quality;

 

extensive laws and regulations and supervision that we are subject to, including potential supervisory action by bank supervisory authorities;

 

increased costs of compliance and other risks associated with changes in lawsregulation, including the implementation of the Dodd-Frank Wall Street Reform and regulations;Consumer Protection Act (the “Dodd-Frank Act”);

 

higher capital requirements from the implementation of the Basel III capital standards;

 

compliance with the Bank Secrecy Act and other money laundering statutes and regulations;

 

potential goodwill impairment;

 

our ability to attract deposits and other sources of funding or liquidity;liquidity risk;

 

fluctuations in interest rates;

 

risks associated with acquisitions and the expansion of our business into new markets;

our ability to realize returns on our loans, investments and financings, including in tax-advantaged projects;

 

inflation and deflation;

real estate market conditions and the value of real estate collateral;

 

environmental liabilities;

our ability to generate anticipated returns from our investments and/or financings in certain tax advantaged-projects;

1

 

our ability to compete with larger competitors;

 

our ability to retain key personnel;

 

successful management of reputational risk;

 

natural disasters, public health crises (including the occurrence of a contagious disease or illness, such as the COVID-19 pandemic) and geopolitical events;

 

1

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general business, economic and market conditions in the local markets where the Bank has operations;

 

failures, interruptions, or security breaches of our information systems;

 

our ability to adapt our systems to the expanding use of technology in banking;

 

risk management processes and strategies;

 

adverse results in legal proceedings;

 

the impact of regulatory enforcement actions, if any;

 

certain provisions in our charter and bylaws that may affect acquisition of the Company;

 

changes in accounting standards or tax laws and regulations;

 

market disruption and volatility;

 

fluctuations in the Bancorp’s stock price;

 

restrictions on dividends and other distributions by laws and regulations and by our regulators and our capital structure;

 

issuances of preferred stock;

 

capital level requirements and successfully raising additional capital, if needed, and the resulting dilution of interests of holders of our common stock; and

 

the soundness of other financial institutions.

 

These and other factors are further described in Bancorp’s Annual Report on Form 10-K for the year ended December 31, 20182019 (Item 1A in particular), other reports and registration statements filed with the Securities and Exchange Commission (“SEC”), and other filings Bancorp makes with the SEC from time to time. Actual results in any future period may also vary from the past results discussed in this report. Given these risks and uncertainties, readers are cautioned not to place undue reliance on any forward-looking statements. We have no intention and undertake no obligation to update any forward-looking statement or to announce publicly any revision of any forward-looking statement to reflect developments, events, occurrences or circumstances after the date of such statement, except as required by law.

 

Bancorp’s filings with the SEC are available at the website maintained by the SEC at http://www.sec.gov, or by request directed to Cathay General Bancorp, 9650 Flair Drive, El Monte, California 91731, Attention: Investor Relations (626) 279-3296.

 

2

 

PART I – FINANCIAL INFORMATION

 

Item 1. FINANCIAL STATEMENTS (Unaudited)

 

CATHAY GENERAL BANCORP AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

 

September 30, 2019

  

December 31, 2018

  

September 30, 2020

  

December 31, 2019

 
 

(In thousands, except share and per share data)

  

(In thousands, except share and per share data)

 

Assets

                

Cash and due from banks

 $257,189  $225,333  $128,896  $177,240 

Short-term investments and interest-bearing deposits

 567,957  374,957  1,305,170  416,538 

Securities available-for-sale (amortized cost of $1,422,431 at September 30, 2019 and $1,267,731 at December 31, 2018)

 1,427,438  1,242,509 

Loans held for sale

 36,778   

Cash and cash equivalents

     

Securities available-for-sale (amortized cost of $1,060,975 at September 30, 2020 and $1,443,730 at December 31, 2019)

 1,080,540  1,451,842 

Loans

 14,728,554  13,995,788  15,565,779  15,075,481 

Less: Allowance for loan losses

 (125,908) (122,391) (179,130) (123,224)

Unamortized deferred loan fees, net

  (1,081)  (1,565)  (4,210)  (626)

Loans, net

 14,601,565  13,871,832  15,382,439  14,951,631 

Equity securities

 32,862  25,098  22,964  28,005 

Federal Home Loan Bank stock

 17,250  17,250  17,250  18,090 

Other real estate owned, net

 11,329  12,674  4,918  10,244 

Affordable housing investments and alternative energy partnerships, net

 321,929  282,734  325,013  308,681 

Premises and equipment, net

 103,820  103,189  103,438  104,239 

Customers’ liability on acceptances

 12,503  22,709  12,973  10,694 

Accrued interest receivable

 52,337  51,650  57,102  53,541 

Goodwill

 372,189  372,189  372,189  372,189 

Other intangible assets, net

 6,821  7,194  5,631  6,296 

Right-of-use assets - operating leases

 34,518    32,591  33,990 

Other assets

  148,481   175,419   167,124   150,924 

Total assets

 $18,004,966  $16,784,737  $19,018,238  $18,094,144 
      

Liabilities

                

Deposits:

          

Non-interest-bearing demand deposits

 $2,939,924  $2,857,443  $3,306,421  $2,871,444 

Interest-bearing deposits:

          

NOW deposits

 1,282,267  1,365,763  1,767,227  1,358,152 

Money market deposits

 2,095,328  2,027,404  3,227,359  2,260,764 

Savings deposits

 721,547  738,656  784,076  758,903 

Time deposits

  7,619,203   6,713,074   6,949,165   7,443,045 

Total deposits

 14,658,269  13,702,340  16,034,248  14,692,308 

Short-term borrowings

 0  25,683 

Advances from the Federal Home Loan Bank

 600,000  530,000  230,000  670,000 

Other borrowings of affordable housing investments

 30,767  17,298  23,788  29,022 

Long-term debt

 160,386  189,448  119,136  119,136 

Deferred payments from acquisition

 7,602  18,458  0  7,644 

Acceptances outstanding

 12,503  22,709  12,973  10,694 

Lease liabilities - operating leases

 36,142    35,116  35,873 

Other liabilities

  253,403   182,618   188,254   209,501 

Total liabilities

  15,759,072   14,662,871   16,643,515   15,799,861 

Commitments and contingencies

            

Stockholders’ Equity

                

Common stock, $0.01 par value, 100,000,000 shares authorized; 90,041,474 issued and 79,706,511 outstanding at September 30, 2019, and 89,826,317 issued and 80,501,948 outstanding at December 31, 2018

 900  898 

Common stock, $0.01 par value, 100,000,000 shares authorized; 90,394,359 issued and 79,659,396 outstanding at September 30, 2020, and 90,064,382 issued and 79,729,419 outstanding at December 31, 2019

 904  900 

Additional paid-in-capital

 947,880  942,062  955,742  950,466 

Accumulated other comprehensive loss, net

 (833) (18,006)

Accumulated other comprehensive income, net

 6,389  2,302 

Retained earnings

 1,616,485  1,479,149  1,743,106  1,659,153 

Treasury stock, at cost (10,334,963 shares at September 30, 2019, and 9,324,369 shares at December 31, 2018)

  (318,538)  (282,237)

Treasury stock, at cost (10,734,963 shares at September 30, 2020, and 10,334,963 shares at December 31, 2019)

  (331,418)  (318,538)

Total equity

  2,245,894   2,121,866   2,374,723   2,294,283 

Total liabilities and equity

 $18,004,966  $16,784,737  $19,018,238  $18,094,144 

 

See accompanying Notes to Condensed Consolidated Financial Statements.

 

3

 

CATHAY GENERAL BANCORP AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE INCOME

(Unaudited)

 

 

Three months ended September 30,

  

Nine months ended September 30,

  

Three months ended September 30,

  

Nine months ended September 30,

 
 

2019

  

2018

  

2019

  

2018

  

2020

  

2019

  

2020

  

2019

 
 

(In thousands, except share and per share data)

  

(In thousands, except share and per share data)

 

Interest and Dividend Income

                                

Loans receivable, including loan fees

 $187,827  $168,179  $548,395  $478,128  $167,556  $187,827  $513,575  $548,395 

Investment securities

 8,687  7,546  24,454  21,212  4,115  8,687  17,130  24,454 

Federal Home Loan Bank stock

 301  303  903  1,079  216  301  735  903 

Deposits with banks

  1,016   838   4,289   3,667   347   1,016   1,538   4,289 

Total interest and dividend income

  197,831   176,866   578,041   504,086   172,234   197,831   532,978   578,041 
  

Interest Expense

                                

Time deposits

 40,378  22,135  113,992  56,593  26,247  40,378  92,213  113,992 

Other deposits

 6,626  5,474  17,591  14,892  5,761  6,626  19,671  17,591 

Securities sold under agreements to repurchase

   124    1,446 

Advances from Federal Home Loan Bank

 1,661  1,430  5,976  3,286  1,251  1,661  4,119  5,976 

Long-term debt

 1,948  2,220  6,087  6,465  1,456  1,948  4,336  6,087 

Deferred payments from acquisition

 93  399  502  946  15  93  115  502 

Short-term borrowings

  125      198      0   125   234   198 

Total interest expense

  50,831   31,782   144,346   83,628   34,730   50,831   120,688   144,346 
  

Net interest income before reversal for credit losses

 147,000  145,084  433,695  420,458 

Reversal for credit losses

  (2,000)  (1,500)  (2,000)  (4,500)

Net interest income after reversal for credit losses

  149,000   146,584   435,695   424,958 

Net interest income before provision/(reversal) for credit losses

 137,504  147,000  412,290  433,695 

Provision/(reversal) for credit losses

  12,500   (2,000)  62,500   (2,000)

Net interest income after provision/(reversal) for credit losses

  125,004   149,000   349,790   435,695 
  

Non-Interest Income

                                

Net gains/(losses) from equity securities

 364  391  7,764  (4,580)

Securities losses, net

 (121) (14) (108) (14)

Net (losses)/gains from equity securities

 (1,605) 364  (1,928) 7,764 

Securities gains/(losses), net

 0  (121) 1,153  (108)

Letters of credit commissions

 1,602  1,459  4,733  4,110  1,792  1,602  4,992  4,733 

Depository service fees

 1,119  1,219  3,617  3,905  1,263  1,119  3,678  3,617 

Gain from acquisition

       340 

Other operating income

  7,424   4,780   20,097   17,151   8,527   7,424   23,474   20,097 

Total non-interest income

  10,388   7,835   36,103   20,912   9,977   10,388   31,369   36,103 
  

Non-Interest Expense

                                

Salaries and employee benefits

 31,915  30,514  97,200  91,491  33,341  31,915  92,477  97,200 

Occupancy expense

 5,579  5,186  16,617  15,808  5,295  5,579  15,435  16,617 

Computer and equipment expense

 2,741  2,772  8,453  8,477  3,044  2,741  8,218  8,453 

Professional services expense

 5,952  5,286  17,209  17,055  5,241  5,952  15,586  17,209 

Data processing service expense

 3,246  3,080  9,737  9,450  3,772  3,246  11,004  9,737 

FDIC and regulatory assessments

 2,582  2,555  7,190  6,732  1,993  2,582  6,854  7,190 

Marketing expense

 2,436  1,263  5,556  5,521  1,089  2,436  3,890  5,556 

Other real estate owned expense/(income)

 190  (21) 839  (236) 423  190  (3,229) 839 

Amortization of investments in low income housing and alternative energy partnerships

 6,997  11,115  26,909  21,989  16,173  6,997  42,997  26,909 

Amortization of core deposit intangibles

 172  190  515  704  172  172  515  515 

Acquisition and integration costs

   179    2,083 

Other operating expense

  3,770   3,845   15,871   10,949   5,454   3,770   14,672   15,871 

Total non-interest expense

  65,580   65,964   206,096   190,023   75,997   65,580   208,419   206,096 
  

Income before income tax expense

 93,808  88,455  265,702  255,847  58,984  93,808  172,740  265,702 

Income tax expense

  20,973   18,698   53,944   48,610   2,190   20,973   14,773   53,944 

Net income

 $72,835  $69,757  $211,758  $207,237  $56,794  $72,835  $157,967  $211,758 
  

Other Comprehensive Income, net of tax

                

Unrealized holding gains/(losses) on securities available-for-sale

 1,233  (2,538) 21,216  (16,803)

Unrealized holding (losses)/gains on cash flow hedge derivatives

 (793) 1,666  (4,119) 4,595 

Less: reclassification adjustments for losses included in net income

  (85)  (10)  (76)  (10)

Total other comprehensive gain/(loss), net of tax

  525   (862)  17,173   (12,198)

Total other comprehensive income

 $73,360  $68,895  $228,931  $195,039 

Other Comprehensive (Loss)/Income, net of tax

                

Unrealized holding (losses)/gains on securities available-for-sale

 (2,496) 1,233  8,880  21,216 

Unrealized holding gains/(losses) on cash flow hedge derivatives

 532  (793) (3,981) (4,119)

Less: reclassification adjustments for gains/(losses) included in net income

  0   (85)  812   (76)

Total other comprehensive (loss)/income, net of tax

  (1,964)  525   4,087   17,173 

Total comprehensive income

 $54,830  $73,360  $162,054  $228,931 
  

Net Income Per Common Share:

                                

Basic

 $0.91  $0.86  $2.64  $2.55  $0.71  $0.91  $1.98  $2.64 

Diluted

 $0.91  $0.85  $2.64  $2.53  $0.71  $0.91  $1.98  $2.64 

Cash dividends paid per common share

 $0.31  $0.24  $0.93  $0.72  $0.31  $0.31  $0.93  $0.93 

Average Common Shares Outstanding:

                                

Basic

 79,736,814  81,311,899  80,096,855  81,224,555  79,628,372  79,736,814  79,599,288  80,096,855 

Diluted

 79,993,830  81,855,271  80,330,616  81,770,874  79,764,318  79,993,830  79,758,943  80,330,616 

See accompanying Notes to Condensed Consolidated Financial Statements.

4

CATHAY GENERAL BANCORP AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)

              

Accumulated

             
  

Common Stock

  

Additional

  

Other

          

Total

 
  

Number of

      

Paid-in

  

Comprehensive

  

Retained

  

Treasury

  

Stockholders'

 

Three months ended

 

Shares

  

Amount

  

Capital

  

Income/(Loss)

  

Earnings

  

Stock

  

Equity

 
  

(In thousands, except share data)

 

Balance at June 30, 2020

  79,619,984  $903  $953,616  $8,353  $1,710,994  $(331,418) $2,342,448 

Dividend Reinvestment Plan

  37,420   1   866   0   0   0   867 

Restricted stock units vested

  1,992   0   0   0   0   0   0 

Shares withheld related to net share settlement of RSUs

     0   (4)  0   0   0   (4)

Stock -based compensation

     0   1,264   0   0   0   1,264 

Cash dividends of $0.31 per share

     0   0   0   (24,682)  0   (24,682)

Other comprehensive loss

     0   0   (1,964)  0   0   (1,964)

Net income

     0   0   0   56,794   0   56,794 

Balance at September 30, 2020

  79,659,396   904   955,742   6,389   1,743,106   (331,418)  2,374,723 

              

Accumulated

             
  

Common Stock

  

Additional

  

Other

          

Total

 
  

Number of

      

Paid-in

  

Comprehensive

  

Retained

  

Treasury

  

Stockholders'

 
  

Shares

  

Amount

  

Capital

  

(Loss)/Income

  

Earnings

  

Stock

  

Equity

 
  

(In thousands, except share data)

 

Balance at June 30, 2019

  79,818,003  $900  $945,250  $(1,358) $1,568,351  $(313,846) $2,199,297 

Dividend Reinvestment Plan

  23,508   0   841   0   0   0   841 

Purchases of treasury stock

  (135,000)  0   0   0   0   (4,692)  (4,692)

Stock -based compensation

     0   1,789   0   0   0   1,789 

Cash dividends of $0.31 per share

     0   0   0   (24,701)  0   (24,701)

Other comprehensive income

     0   0   525   0   0   525 

Net income

     0   0   0   72,835   0   72,835 

Balance at September 30, 2019

  79,706,511   900   947,880   (833)  1,616,485   (318,538)  2,245,894 

 

See accompanying Notes to Condensed Consolidated Financial Statements.

 

4
5

CATHAY GENERAL BANCORP AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)

              

Accumulated

             
  

Common Stock

  

Additional

  

Other

          

Total

 
  

Number of

      

Paid-in

  

Comprehensive

  

Retained

  

Treasury

  

Stockholders'

 

Three months ended

 

Shares

  

Amount

  

Capital

  

Loss

  

Earnings

  

Stock

  

Equity

 
  

(In thousands, except share data)

 

Balance at June 30, 2019

  79,818,003  $900  $945,250  $(1,358) $1,568,351  $(313,846) $2,199,297 

Dividend Reinvestment Plan

  23,508      841            841 

Purchases of treasury stock

  (135,000)              (4,692)  (4,692)

Stock-based compensation

        1,789            1,789 

Cash dividends of $0.31 per share

              (24,701)     (24,701)

Change in other comprehensive loss 

           525         525 

Net income 

              72,835      72,835 

Balance at September 30, 2019

  79,706,511  $900  $947,880  $(833) $1,616,485  $(318,538) $2,245,894 

              

Accumulated

             
  

Common Stock

  

Additional

  

Other

          

Total

 
  

Number of

      

Paid-in

  

Comprehensive

  

Retained

  

Treasury

  

Stockholders'

 
  

Shares

  

Amount

  

Capital

  

Loss

  

Earnings

  

Stock

  

Equity

 
  

(In thousands, except share data)

 

Balance at June 30, 2018

  81,255,683  $895  $937,224  $(22,921) $1,389,227  $(239,589) $2,064,836 

Dividend Reinvestment Plan

  15,513      657            657 

Warrants exercised

  124,851   1   (1)            

Stock-based compensation

        1,921            1,921 

Cash dividends of $0.24 per share

              (19,532)     (19,532)

Change in other comprehensive loss

           (862)        (862)

Net income

              69,757      69,757 

Balance at September 30, 2018

  81,396,047  $896  $939,801  $(23,783) $1,439,452  $(239,589) $2,116,777 

See accompanying Notes to Condensed Consolidated Financial Statements.

 

CATHAY GENERAL BANCORP AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)

 

             

Accumulated

                         

Accumulated

            
 

Common Stock

 

Additional

 

Other

         

Total

  

Common Stock

 

Additional

 

Other

         

Total

 
 

Number of

     

Paid-in

 

Comprehensive

 

Retained

 

Treasury

 

Stockholders'

  

Number of

     

Paid-in

 

Comprehensive

 

Retained

 

Treasury

 

Stockholders'

 

Nine months ended

 

Shares

  

Amount

  

Capital

  

Loss

  

Earnings

  

Stock

  

Equity

  

Shares

  

Amount

  

Capital

  

Income

  

Earnings

  

Stock

  

Equity

 
 

(In thousands, except share data)

  

(In thousands, except share data)

 

Balance at December 31, 2018

 80,501,948  $898  $942,062  $(18,006) $1,479,149  $(282,237) $2,121,866 

Balance at December 31, 2019

 79,729,419  $900  $950,466  $2,302  $1,659,153  $(318,538) $2,294,283 

Dividend Reinvestment Plan

 70,798  1  2,521        2,522  109,988  2  2,571  0  0  0  2,573 

Restricted stock units vested

 123,199  1          1  188,879  2  0  0  0  0  2 

Shares withheld related to net share settlement of RSUs

     (2,300)       (2,300)   0  (1,903) 0  0  0  (1,903)

Stock issued to directors

 21,160    749        749  31,110  0  800  0  0  0  800 

Purchases of treasury stock

 (1,010,594)         (36,301) (36,301) (400,000) 0  0  0  0  (12,880) (12,880)

Stock-based compensation

     4,848        4,848    0  3,808  0  0  0  3,808 

Cash dividends of $0.93 per share

         (74,422)   (74,422)

Change in other comprehensive loss

       17,173      17,173 

Cash dividends of $0.93 per share

   0  0  0  (74,014) 0  (74,014)

Other comprehensive income

   0  0  4,087  0  0  4,087 

Net income

              211,758      211,758      0   0   0   157,967   0   157,967 

Balance at September 30, 2019

  79,706,511  $900  $947,880  $(833) $1,616,485  $(318,538) $2,245,894 

Balance at September 30, 2020

  79,659,396  $904  $955,742  $6,389  $1,743,106  $(331,418) $2,374,723 

 

              

Accumulated

             
  

Common Stock

  

Additional

  

Other

          

Total

 
  

Number of

      

Paid-in

  

Comprehensive

  

Retained

  

Treasury

  

Stockholders'

 
  

Shares

  

Amount

  

Capital

  

Loss

  

Earnings

  

Stock

  

Equity

 
  

(In thousands, except share data)

 

Balance at December 31, 2017

  80,893,379  $891  $932,874  $(2,511) $1,281,639  $(239,589) $1,973,304 

Cumulative effect of changes in accounting principles

           (8,559)  8,559       

Reclassification of tax effects in accumulated other comprehensive income resulting from the new corporate income tax rate

           (515)  515       

Dividend Reinvestment Plan

  46,070      1,982            1,982 

Restricted stock units vested

  89,471   2               2 

Warrants exercised

  315,187   3   (3)            

Shares withheld related to net share settlement of RSUs

        (1,865)           (1,865)

Stock issued to directors

  16,060      650            650 

Stock options exercised

  35,880      838            838 

Stock-based compensation

        5,325            5,325 

Cash dividends of $0.72 per share

              (58,498)     (58,498)

Change in other comprehensive loss

           (12,198)        (12,198)

Net income

              207,237      207,237 

Balance at September 30, 2018

  81,396,047  $896  $939,801  $(23,783) $1,439,452  $(239,589) $2,116,777 
              

Accumulated

             
  

Common Stock

  

Additional

  

Other

          

Total

 
  

Number of

      

Paid-in

  

Comprehensive

  

Retained

  

Treasury

  

Stockholders'

 
  

Shares

  

Amount

  

Capital

  

(Loss)/Income

  

Earnings

  

Stock

  

Equity

 
  

(In thousands, except share data)

 

Balance at December 31, 2018

  80,501,948  $898  $942,062  $(18,006) $1,479,149  $(282,237) $2,121,866 

Dividend Reinvestment Plan

  70,798   1   2,521   0   0   0   2,522 

Restricted stock units vested

  123,199   1   0   0   0   0   1 

Shares withheld related to

                            

net share settlement of RSUs

     0   (2,300)  0   0   0   (2,300)

Stock issued to directors

  21,160   0   749   0   0   0   749 

Purchases of treasury stock

  (1,010,594)  0   0   0   0   (36,301)  (36,301)

Stock-based compensation

     0   4,848   0   0   0   4,848 

Cash dividends of $0.93 per share

     0   0   0   (74,422)  0   (74,422)

Other comprehensive income

     0   0   17,173   0   0   17,173 

Net income

     0   0   0   211,758   0   211,758 

Balance at September 30, 2019

  79,706,511  $900  $947,880  $(833) $1,616,485  $(318,538) $2,245,894 

 

See accompanying Notes to Condensed Consolidated Financial Statements.

 

6

 

CATHAY GENERAL BANCORP AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

Nine months ended September 30,

  

Nine months ended September 30,

 
 

2019

  

2018

  

2020

  

2019

 
 

(In thousands)

  

(In thousands)

 

Cash Flows from Operating Activities

                

Net income

 $211,758  $207,237  $157,967  $211,758 

Adjustments to reconcile net income to net cash provided by operating activities:

          

Reversal for credit losses

 (2,000) (4,500)

Provision/(reversal) for credit losses

 62,500  (2,000)

Provision for losses on other real estate owned

 494    717  494 

Deferred tax liability

 9,911  2,342 

Deferred tax (benefit)/provision

 (10,305) 9,911 

Depreciation and amortization

 5,009  5,593  5,644  5,009 

Amortization of right-of-use asset

 6,248    6,624  6,248 

Change in operating lease liabilities

 (5,298)   (757) (5,298)

Net gains on sale and transfer of other real estate owned

 (193) (567) (4,216) (193)

Net gains on sale of held-for-sale loans

 (795)  

Proceeds from sales of held-for sale loans

 38,742  8,000 

Net gains on sale of loans held for sale

 (219) (795)

Proceeds from sales of loans held for sale

 6,406  38,742 

Originations of loans held for sale

 (6,187) 0 

Amortization on alternative energy partnerships, venture capital and other investments

 27,009  5,384  42,904  27,009 

Net (gain)/loss on sales and calls of securities

 108  14  (1,153) 108 

Amortization/accretion of security premiums/discounts, net

 2,376  2,371  6,211  2,376 

Loss on sales or disposal of fixed assets

   107  45  0 

Unrealized (gain)/loss on equity securities

 (7,764) 4,580 

Unrealized loss/(gain) on equity securities

 1,928  (7,764)

Stock based compensation and stock issued to officers as compensation

 5,597  5,976  4,608  5,597 

Net change in accrued interest receivable and other assets

 (31,640) (7,863) (13,000) (31,640)

Gain on acquisition

   (340)

Net change in other liabilities

  64,186   10,998   (26,597)  64,186 

Net cash provided by operating activities

  323,748   239,332   233,120   323,748 
  

Cash Flows from Investing Activities

                

Decrease in interest-bearing deposits

   5,000 

Purchase of investment securities available-for-sale

 (539,979) (448,805) (272,961) (539,979)

Proceeds from sale of investment securities available-for-sale

 149,725  99,644  107,539  149,725 

Proceeds from sale of equity securities

 3,112  0 

Proceeds from repayments, maturities and calls of investment securities available-for-sale

 233,058  346,328  543,114  233,058 

Purchase of Federal Home Loan Bank stock

 (975) (5,430) (840) (975)

Redemptions of Federal Home Loan Bank stock

 975  11,265  1,680  975 

Net increase in loans

 (803,291) (771,290) (496,732) (803,291)

Purchase of premises and equipment

 (5,125) (4,496) (4,372) (5,125)

Proceeds from sales of other real estate owned

 1,905  3,302  4,308  1,905 

Net increase in investment in affordable housing and alternative energy partnerships

  (35,952)  (36,666)  (60,129)  (35,952)

Net cash used for investing activities

  (999,659)  (801,148)  (175,281)  (999,659)
  

Cash Flows from Financing Activities

                

Net increase in deposits

 955,679  890,823  1,342,019  955,679 

Net decrease in federal funds purchased and securities sold under agreements to repurchase

   (100,000)

Advances from Federal Home Loan Bank

 3,610,000  4,495,000  1,450,000  3,610,000 

Repayment of Federal Home Loan Bank borrowings

 (3,540,000) (4,610,000) (1,890,000) (3,540,000)

Cash dividends paid

 (74,422) (58,498) (74,014) (74,422)

Repayment of other borrowings

 (39,918) (37,117) (7,663) (39,918)

Proceeds from other borrowings

 25,507  29,554  0  25,507 

Purchases of treasury stock

 (36,301)   (12,880) (36,301)

Repayment of short-term borrowings

 (25,683) 0 

Proceeds from shares issued under Dividend Reinvestment Plan

 2,522  1,982  2,573  2,522 

Proceeds from exercise of stock options

   838 

Taxes paid related to net share settlement of RSUs

  (2,300)  (3,550)  (1,903)  (2,300)

Net cash provided by financing activities

  900,767   609,032   782,449   900,767 
  

Decrease in cash, cash equivalents, and restricted cash

 224,856  47,216 

Increase in cash, cash equivalents, and restricted cash

 840,288  224,856 

Cash, cash equivalents, and restricted cash, beginning of the period

  600,290   534,801   593,778   600,290 

Cash, cash equivalents, and restricted cash, end of the period

 $825,146  $582,017  $1,434,066  $825,146 
  

Supplemental disclosure of cash flow information

          

Cash paid during the period:

          

Interest

 $137,422  $79,877  $133,151  $137,422 

Income taxes paid

 $43,507  $48,072  $35,490  $43,507 

Non-cash investing and financing activities:

          

Net change in unrealized holding loss on securities available-for-sale, net of tax

 $21,292  $(16,793) $8,068  $21,292 

Net change in unrealized holding loss on cash flow hedge derivatives

 $(4,119) $4,595  $(3,981) $(4,119)

Transfers to other real estate owned from loans held for investment

 $860  $1,646  $0  $860 

Loans transferred from held for investment to held for sale, net

 $75,285  $  $0  $75,285 

 

See accompanying Notes to Condensed Consolidated Financial Statements.

 

7

 

CATHAY GENERAL BANCORP AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

 

 

1. Business

 

Cathay General Bancorp (“Bancorp”) is the holding company for Cathay Bank (the “Bank” and, together, with Bancorp, the “Company”), 10ten limited partnerships investing in affordable housing investments in which the Bank is the sole limited partner, Asia Realty Corp. and GBC Venture Capital, Inc. Bancorp also owns 100% of the common stock of five statutory business trusts created for the purpose of issuing capital securities. The Bank was founded in 1962 and offers a wide range of financial services. As of September 30, 2019,2020, the Bank operates 25 branches in Southern California, 13 branches in Northern California, 10 branches in New York State, 4four in Washington State, 3three in Illinois, 2two in Texas, 1inone in Maryland, Massachusetts, Nevada, and New Jersey, 1one in Hong Kong, and a representative office in Taipei, Beijing, and Shanghai. Deposit accounts at the Hong Kong branch are not insured by the Federal Deposit Insurance Corporation (the “FDIC”).

 

 

2. Basis of Presentation

 

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2019.2020. For further information, refer to the audited Consolidated Financial Statements and Notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.2019.

 

The preparation of the Condensed Consolidated Financial Statements in accordance with GAAP requires management of the Company to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements. Actual results could differ from those estimates. The Company expects that the most significant estimates subject to change are the allowance for loan losses.

 

 

3. Recent Accounting Pronouncements

 

Accounting Standards Adopteddopted in 20120920

 

In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-02, “Leases (Topic 842),” which requires lessees to recognize leases on their balance sheets and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No.2018-01, “Land Easement Practical Expedient for Transition to Topic 842”; ASU No.2018-10, “Codification Improvements to Topic 842, Leases”; and ASU No.2018-11, “Targeted Improvements.” The new standard establishes a right-of-use model (“ROU”) that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement.

8

Table of Contents

The Company has adopted this guidance using the modified-retrospective transition method, which allows the adoption of the accounting standard prospectively without adjusting comparative prior period financial information using the effective date as our date of initial application. Consequently, the Company will not update financial information nor provide the disclosures required under the new standard for dates and periods before January 1, 2019.

The new standard provides a number of optional practical expedients in transition. We have elected the ‘package of practical expedients’, which permits us not to reassess under the new standard our prior conclusions about lease identification, lease classification and initial direct costs. We also elected all of the new standard’s available transition practical expedients.

Upon adoption, we recognized an operating lease liability of $41.2 million, and a corresponding ROU asset of $40.6 million based on the present value of the remaining minimum lease payments under current leasing standards for existing operating leases.

We elected the short-term lease recognition exemption for all leases that qualify. Consequently, we will not recognize ROU assets or lease liabilities, for those leases that qualify, including existing short-term leases of those assets in transition. We also elected the practical expedient to not separate lease and non-lease components for all of our leases. See Note 10.

In March 2017, the FASB issued ASU 2017-08,04, “Receivables- Nonrefundable Fees“Intangibles—Goodwill and Other Costs (Subtopic(Topic 310-20350): Premium Amortization on Purchased Callable Debt Securities.Simplifying the Test for Goodwill Impairment.” This update amendssimplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the amortization period for certain purchased callable debt securities held atgoodwill impairment test. Step 2 measures a premium. Thegoodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. Adoption of this update is on a prospective basis and the amendments require the premiumin this update are to be amortizedapplied to the earliest call date. The amendments do not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. This update affects all entities that hold investments in callable debt securities that have an amortized cost basis in excess of the amount that is repayable by the issuer at the earliest call date. This update is effective for fiscal years, and interimannual periods within those fiscal years, beginning after December 15, 2018.2019. The Company does not expect the adoption of this guidance to have an impact on the Company’s Consolidated Financial Statements since the accounting on the Company’s purchased callable debt securities have been consistent with the requirementsAdoption of ASU 2017-8.

In August 2017, the FASB issued ASU 2017-12,04 “Derivatives and Hedging (Topic 815),” which targeted improvements to accounting for hedging activities. The amendments in this update are intended to better align an entity’s risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. To meet that objective, the amendments expand and refine hedge accounting for both nonfinancial and financial risk components and align the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements. ASU 2017-12, which became effective for us on January 1, 2019, did not have a material impact on our financial statements.the Company’s Consolidated Financial Statements.

 

In OctoberAugust 2018, the FASB issued ASU 2018No.-16, “Derivatives and Hedging (Topic 815) - Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes.” The amendments in this update permit use of the OIS rate based on SOFR as a U.S. benchmark interest rate for hedge accounting purposes under Topic 815 in addition to the interest rates on direct U.S. Treasury obligations, the LIBOR swap rate, the OIS rate based on the Fed Funds Effective Rate and the Securities Industry and Financial Markets Association (SIFMA) Municipal Swap Rate. ASU 2018-16,13, which became“Disclosure Framework Changes to the Disclosure Requirements for Fair Value Measurement.” This ASU eliminates, adds and modifies certain disclosure requirements for fair value measurements. Among the changes, entities will no longer be required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy but will be required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. ASU No.2018-13 is effective for us oninterim and annual reporting periods beginning after January 1, 2019,December 15, 2019; didearly adoption is permitted. As ASU notNo. have a2018-13 only revises disclosure requirements, there was no material impact on our financial statements.the Company’s Consolidated Financial Statements.

 

9
8

 

In March 2019, the FASB amended ASU 2016-02, “Leases (Topic 842),” to align the guidance for fair value of the underlying asset by lessors that are not manufacturers or dealers in Topic 842 with that of existing guidance. As a result, the fair value of the underlying asset at lease commencement is its cost, reflecting any volume or trade discounts that may apply. However, if there has been a significant lapse of time between when the underlying asset is acquired and when the lease commences, the definition of fair value (in Topic 820, Fair Value Measurement) should be applied. (Issue 1). The ASU also requires lessors within the scope of Topic 942, Financial Services—Depository and Lending, to present all “principal payments received under leases” within investing activities. (Issue 2). Finally, the ASU exempts both lessees and lessors from having to provide certain interim disclosures in the fiscal year in which a company adopts the new leases standard. (Issue 3). The transition and effective date provisions apply to Issue 1 and Issue 2. They do not apply to Issue 3 because the amendments for that Issue are to the original transition requirements in Topic 842. The effective date of those amendments is for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Company has adopted the amendments of this guidance as part of the adoption of Topic 842 on January 1, 2019, using the transition methodology set forth in paragraph 842-10-65-1(c).

Other Accounting Standards Pending Adoption

 

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.”  This update requires an entity to use a broader range of reasonable and supportable (“R&S”) forecasts, in addition to historical experience and current conditions, to develop an expected credit loss estimate, referred to as the Current Expected Credit Loss (“CECL”) model, for financial assets and net investments that are not accounted for at fair value through net income.  Credit losses relating to available-for-sale debt securities should be recorded through an allowance for credit losses to the amount by which fair value is below amortized cost. 

The FASB issued additional ASUs containing clarifying guidance, transition relief provisions and minor updates to the original ASU. These include ASU 2018-19 (issued November 2018), ASU 2019-04 (issued April 2019), ASU 2019-05 (issued May 2019), ASU 2019-10 (issued November 2019), ASU 2019-11 (issued November 2019), ASU 2020-02 (issued February 2020) and ASU 2020-03 (issued March 2020). ASU 2016-13 becomesand subsequent ASUs are effective for fiscal years, and interim and annual periods within those fiscal years, beginning after December 15, 2019. This amendment is required to be adopted using a modified retrospective approach with a cumulative-effect adjustment to beginning retained earnings, as of the beginning of the first reporting period in which the guidance is effective. 

 

TheAs previously disclosed, the Company has establishedformed a multidisciplinary project team and implementation plan, reached accounting decisions on various matters, developed a conceptual framework, and engaged an outside firm to develop econometric regression models for net losses during the R&S forecast period.  The Company continues to test and refine the CECL models and has completed one preliminary calculation with two more scheduled before adoption. The Company continues to perform testing and sensitivity analysis on its modeling assumptions and results. Our planned approach for estimating expected life-time credit losses is expected to include,includes, among other things, the following key components for all loan portfolio segments: a. The use of a probability of default/loss given default methodology; b. A number of scenarios based on forecasts from an outside economic forecasting company to develop economic forecasts for the R&S period; c. An initial R&S forecast period of sixeight quarters for all loan portfolio segments, which reflects management's expectation of losses based on forward-looking economic scenarios over that time; and d. A post-R&S reversion period of sixfour quarters using a linear transition to the historical loss rates for each loan pool; e. A historical loss period that includespool. Model back testing, third party model validation and management review of model results are substantially underway, and are nearing completion.

As previously disclosed, the last recession;Company has elected to delay its adoption of ASU 2016-13, as provided by the Coronavirus Aid, Relief, and f. Prepayments rates basedEconomic Security (the “CARES Act”), until the date on our historical experience.  The ultimate impactwhich the national emergency related to the COVID-19 outbreak is expectedterminated or December 31, 2020, whichever occurs first. Upon adoption of ASU 2016-13, the Company expects to be influenced by, among other things, the macroeconomic conditions and forecasts at adoption; and other management judgments.  We plan to adopt this new standard onrecognize, as of January 1, 2020.2020, We area notone yet able-time cumulative effect adjustment through retained earnings of between $10 million to disclose $12 million and expects to increase its allowance for credit losses (“ACL”) by $15 to $17 million. As of September 30, 2020, the quantitative effect on our consolidated financial position and results of operations as we are continuing to evaluate the impactCompany’s process for estimation of the adoptionACL under the CECL model is in progress as to the March 31, 2020 ACL, the June 30, 2020 ACL and the September 30, 2020 ACL. Based on its preliminary analysis as of this ASU.September 30, 2020, the Company preliminarily estimates an addition to its ACL of between $10 to $15 million for the first quarter of 2020, an addition of between $5 million and $10 million for the second quarter of 2020, and a reduction of between $15 to $25 million for the third quarter of 2020 above the $25 million reported under the incurred loss method for both the quarter ended March 31, 2020 and the quarter ended June 30, 2020 and below the $12.5 million recorded under the incurred loss method for the quarter ended September 30, 2020.

 

10
9

In January 2017, the FASB issued ASU 2017-04, “Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” This update simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. Adoption of this update is on a prospective basis and the amendments in this update are to be applied to annual periods beginning after December 15, 2019. Adoption of ASU 2017-04 is not expected to have a material impact on the Company’s Consolidated Financial Statements.

 

In July 2017, the FASB issued ASU 2017-11, “Earnings per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815).” There are two parts to this update. Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments that result in the strike price being reduced on the basis of the pricing of future equity offerings. Part II of this update addresses the difficulty in navigating Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASB Accounting Standards Codification. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable noncontrolling interests. The amendments in this update are effective for fiscal years beginning after December 15, 2020. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The amendments in part I of this update should be applied in either of the following ways: (i) Retrospectively to outstanding financial instruments with a down round feature by means of a cumulative-effect adjustment to the statement of financial position as of the beginning of the first fiscal year and interim periods in which the pending content that links to this paragraph is effective; or (ii) Retrospectively to outstanding financial instruments with a down round feature for each prior reporting period presented in accordance with the guidance on accounting changes in paragraphs 250-10-45-5 through 45-10. The amendments to Part II of this update do not require any transition guidance because those amendments do not have an accounting effect. The Company is currently evaluating thedoes not expect ASU 2017-11 to have a material impact on its Consolidated Financial Statements.

 

In August 2018,December 2019, the FASB issued ASU No. 20182019-13,12, “Disclosure Framework Changes to“Income Taxes (Topic 740); Simplifying the Disclosure RequirementsAccounting for Fair Value Measurement.Income Taxes.” This ASU removes specific exceptions to the general principles in Topic 740 in Generally Accepted Accounting Principles. It eliminates addsthe need for an organization to analyze whether the following apply in a given period: exception to the incremental approach for intra-period tax allocation; exception to accounting for basis differences when there are ownership changes in foreign investments; and modifies certain disclosure requirementsexception in interim period income tax accounting for fair value measurements. Amongyear-to-date losses that exceed anticipated losses. The ASU also improves financial statement preparers’ application of income tax-related guidance and simplifies GAAP for: Franchise taxes that are partially based on income; transactions with a government that result in a step up in the tax basis of goodwill; separate financial statements of legal entities that are not subject to tax; and enacted changes entities will no longer be required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy but will be required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements.in tax laws in interim periods. This ASUNo.2018-13 is effective for interim and annual reporting periodspublic business entities, for fiscal years beginning after December 15, 2019;2020 with early adoption is permitted. As ASUpermitted for public business entities for periods for which financial statements have No.not 2018-13 only revises disclosure requirements, we doyet been issued. The Company does not expect itthe adoption of ASU 2019-12 to have a material impact on the Company’s Consolidated Financial Statements.

 

In April 2019,January 2020, the FASB issued ASU No. 20192020-04,01, Codification Improvements to Topic“'Investments—Equity Securities (Topic 326,321 Financial Instruments Credit Losses, Topic), Investments—Equity Method and Joint-Ventures (Topic 815,323), and Derivatives and Hedging (Topic 815). Clarifying the Interactions between Topic 321, Topic 323,and Topic 825,815.” Financial Instruments, which clarifies and improves areas of guidance related to the recently issued standards on credit losses (ASU 2016-13), hedging (ASU 2017-12), and recognition of financial instruments (ASU 2016-01). The amendments generally have the same effective dates as their related standards. If already adopted, the amendments ofThis ASU 2016-01 and ASU 2016-13 areis effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 20192020. and the amendments ofEarly application is permitted, including early adoption in an interim period for public business entities for periods for which financial statements have not yet been issued. An entity should apply ASU 2017No.2020-1201 are effective as ofprospectively at the beginning of the Company’s next annual reporting period; earlyinterim period that includes the adoption is permitted.date. This ASU, among other things, clarifies that a company should consider observable transactions that require a company to either apply or discontinue the equity method of accounting under Topic 323, Investments—Equity Method and Joint Ventures, for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before applying or upon discontinuing the equity method. The Company previously adopted bothnew ASU clarifies that, when determining the accounting for certain forward contracts and purchased options, a company should 2017-12not and ASU 2016-01 andconsider, whether upon settlement or exercise, if the underlying securities would be accounted for under the equity method or fair value option. The Company does not expect the amendmentsadoption of ASU 20192020-0401 willto have a material impact on the Company’s Consolidated Financial Statements. The Company is continuing to evaluate the impact

 

In May 2019,March 2020, the FASB issued ASU No. 20192020-05,04, “Financial Instruments Credit Losses“Reference Rate Reform (Topic 326848); Targeted Transition Relief.: Facilitation of the Effects of Reference Rate Reform on Financial Reporting.ASU No.2020-04 is effective for all entities as of March 12, 2020 through December 31, 2022. This ASU allows entitiesprovides temporary optional guidance to irrevocably elect, upon adoption ofease the potential burden in accounting for reference rate reform. The new guidance provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. The ASU 2016-13,is intended to help stakeholders during the fair value option on financial instruments that (1) were previously recorded at amortized cost and (2) are within the scope of ASC 326-20 if the instruments are eligibleglobal market-wide reference rate transition period. Therefore, it will be in effect for the fair value option under ASCa limited time through 825December 31, 2022. -10. The fair value option election does not apply to held-to-maturity debt securities. Entities are required to make this election on an instrument by instrument basis. ASU 2019-05 has the same effective date as ASU 2016-13 (i.e., the first quarter of 2020). The Company does not have financial instruments that were previously recorded at amortized cost, and therefore,is evaluating the impact of adopting ASU 20192020-0502 is not expected to impacton the Company’s Consolidated Financial Statements.

 

 

 

4. Cash, Cash Equivalents and Restricted Cash

 

The Company manages its cash and cash equivalents whichbased upon the Company’s operating, investment, and financing activities. Cash and cash equivalents, including for purposes of reporting cash flows, consist of cash on hand, amounts due from banks, and short-term investments with original maturity of three months or less, based upon the Company’s operating, investment, and financing activities. For the purpose of reporting cash flows, these same accounts are included in cash and cash equivalents.less.

 

The Company is required to maintain reserves with the Federal Reserve Bank. Reserve requirements are based on a percentage of deposit liabilities. The average reserve balances required were $144$78 thousand and $5.4 million$110 thousand for the nine months ended September 30, 20192020 and for the year ended December 31, 2018,2019, respectively. As of September 30, 20192020 and December 31, 2018,2019, the BancorpCompany had $9.1$39.0 million and $1.8$17.7 million, respectively, on deposit in a cash margin account that serves as collateral for interest rate swaps. These amounts included $13.2 million and $7.1 million, respectively, on deposit in a cash margin account that serves as collateral for the Bancorp’s interest rate swaps. As of September 30, 20192020 and December 31, 2018,2019, the Company held $27.4$21.8 million and $7.8$18.9 million, respectively, in a restricted escrow account with a major bank for its alternative energy investments.

 

In the unaudited condensed consolidated statement

 

 

5. Earnings per Share

 

Basic earnings per share excludes dilution and is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock and resulted in the issuance of common stock that then shared in earnings. Outstanding stock options and restrictedRestricted stock units (“RSUs”) with anti-dilutive effect were not included in the computation of diluted earnings per share. The following table sets forth earnings per common share calculations:

 

 

Three months ended September 30,

  

Nine months ended September 30,

  

Three months ended September 30,

  

Nine months ended September 30,

 
 

2019

  

2018

  

2019

  

2018

  

2020

  

2019

  

2020

  

2019

 
 

(In thousands, except share and per share data)

  

(In thousands, except share and per share data)

 
  

Net income

 $72,835  $69,757  $211,758  $207,237  $56,794  $72,835  $157,967  $211,758 
  

Weighted-average shares:

                  

Basic weighted-average number of common shares outstanding

 79,736,814  81,311,899  80,096,855  81,224,555  79,628,372  79,736,814  79,599,288  80,096,855 

Dilutive effect of weighted-average outstanding common share equivalents

         

Warrants

   234,105    268,988 

RSUs

  257,016   309,267   233,761   277,331 

Dilutive effect of weighted-average outstanding common share equivalents RSUs

  135,946   257,016   159,655   233,761 

Diluted weighted-average number of common shares outstanding

  79,993,830   81,855,271   80,330,616   81,770,874   79,764,318   79,993,830   79,758,943   80,330,616 
  

Average stock options and restricted stock units with anti-dilutive effect

 32,321  1,854  47,690  15,625 

Average restricted stock units with anti-dilutive effect

 117,621  32,321  97,110  47,690 

Earnings per common share:

                  

Basic

 $0.91  $0.86  $2.64  $2.55  $0.71  $0.91  $1.98  $2.64 

Diluted

 $0.91  $0.85  $2.64  $2.53  $0.71  $0.91  $1.98  $2.64 

 

 

 

6. Stock-Based Compensation

 

Pursuant to the Company’s 2005 Incentive Plan, as amended and restated, the Company may grant incentive stock options (employees only), non-statutory stock options, common stock awards, restricted stock, RSUs, stock appreciation rights and cash awards to non-employee directors and eligible employees.

 

There were 35,880 stock option shares exercised in the nine months ended September 30, 2018 with 0 stock options outstanding thereafter. The Company received $838 thousand from the exercise of stock options for 35,880 shares at $23.37 per share that had an aggregate intrinsic value of $718 thousand in the nine months ended September 30, 2018.

RSUs are generally granted at no cost to the recipient. RSUs generally vest ratably over three years or cliff vest after one or three years of continued employment from the date of the grant. While a portion of RSUs may be time-vesting awards, others may vest subject to the attainment of specified performance goals and are referred to as “performance-based RSUs.” All RSUs are subject to forfeiture until vested.

 

Performance-based RSUs are granted at the target amount of awards. Based on the Company’s attainment of specified performance goals and consideration of market conditions, the number of shares that vest can be adjusted to a minimum of zeroand to a maximum of 150% of the target. The amount of performance-based RSUs that are eligible to vest is determined at the end of each performance period and is then added together to determine the total number of performance shares that are eligible to vest. Performance-based RSUs generally cliff vest three years from the date of grant.

 

Compensation costs for the time-based awards are based on the quoted market price of the Company’s stock at the grant date. Compensation costs associated with performance-based RSUs are based on grant date fair value, which considers both market and performance conditions. Compensation costs of both time-based and performance-based awards are recognized on a straight-line basis from the grant date until the vesting date of each grant.

 

13

 

The following table presents RSU activity during the nine months ended September 30, 2019:2020:

 

 

Time-Based RSUs

  

Performance-Based RSUs

  

Time-Based RSUs

  

Performance-Based RSUs

 
     

Weighted-Average

     

Weighted-Average

      

Weighted-Average

     

Weighted-Average

 
     

Grant Date

     

Grant Date

      

Grant Date

     

Grant Date

 
 

Shares

  

Fair Value

  

Shares

  

Fair Value

  

Shares

  

Fair Value

  

Shares

  

Fair Value

 

Balance at December 31, 2018

 284,493  $35.79  265,659  $32.90 

Balance at December 31, 2019

 273,200  $35.90  297,744  $32.65 

Granted

 108,925  36.37  124,586  36.37  3,013  24.89  212,369  19.66 

Vested

 (92,868) 35.12  (92,501) 38.36  (79,630) 25.39  (193,240) 21.68 

Forfeited

  (17,002)  38.42         (8,162)  39.41   (14,071)  39.08 

Balance at September 30, 2019

  283,548  $36.08   297,744  $32.65 

Balance at September 30, 2020

  188,421  $40.01   302,802  $30.24 

 

The compensation expense recorded for RSUs was $1.8$1.3 million and $1.9$1.8 million for the three months ended September 30, 20192020 and 2018,2019, respectively. For the nine months ended September 30, 20192020 and 2018,2019, the compensation expense recorded for RSUs was $4.8$3.8 million and $5.3$4.8 million, respectively. Unrecognized stock-based compensation expense related to RSUs was $11.5$8.0 million and $11.8$11.5 million as of September 30, 20192020 and 2018,2019, respectively. As of September 30, 2019,2020, these costs are expected to be recognized over the next 2.01.7 years for time-based and performance-based RSU’s.RSUs.

 

As of September 30, 2019,2020, 2,389,1852,150,724 shares were available for future grants under the Company’s 2005 Incentive Plan, as amended and restated.

 

Tax deficiency from share-based payment arrangements increased income tax expense by $0.4 million and a tax benefit from share-based payment arrangements reduced income tax expense by $0.6 million and $0.8 million in the nine months ended September 30, 20192020 and 2018,2019, respectively.

 

 

7. Investment Securities

 

The following tables set forth the amortized cost, gross unrealized gains, gross unrealized losses, and fair value of securities available-for-sale as of September 30, 2019,2020, and December 31, 2018:2019:

 

 

September 30, 2019

  

September 30, 2020

 
     

Gross

 

Gross

         

Gross

 

Gross

    
 

Amortized

 

Unrealized

 

Unrealized

     

Amortized

 

Unrealized

 

Unrealized

    
 

Cost

  

Gains

  

Losses

  

Fair Value

  

Cost

  

Gains

  

Losses

  

Fair Value

 
 

(In thousands)

  

(In thousands)

 

Securities Available-for-Sale

                                

U.S. treasury securities

 $99,968  $12  $0  $99,980 

U.S. government agency entities

 $92,477  $750  $273  $92,954  104,661  465  530  104,596 

U.S. government sponsored entities

 350,000    2,301  347,699 

Mortgage-backed securities

 880,406  7,714  1,385  886,735  709,756  20,045  557  729,244 

Collateralized mortgage obligations

 683    18  665  222  0  11  211 

Corporate debt securities

  98,865   533   13   99,385   146,368   288   147   146,509 

Total

 $1,422,431  $8,997  $3,990  $1,427,438  $1,060,975  $20,810  $1,245  $1,080,540 

 

 

 

December 31, 2018

  

December 31, 2019

 
     

Gross

 

Gross

         

Gross

 

Gross

    
 

Amortized

 

Unrealized

 

Unrealized

     

Amortized

 

Unrealized

 

Unrealized

    
 

Cost

  

Gains

  

Losses

  

Fair Value

  

Cost

  

Gains

  

Losses

  

Fair Value

 
 

(In thousands)

  

(In thousands)

 

Securities Available-for-Sale

                                

U.S. treasury securities

 $124,801  $  $50  $124,751  $74,926  $10  $0  $74,936 

U.S. government agency entities

 6,066    195  5,871  90,452  663  319  90,796 

U.S. government sponsored entities

 400,000    11,638  388,362  225,000  0  557  224,443 

Mortgage-backed securities

 670,874  960  15,089  656,745  880,040  8,574  824  887,790 

Collateralized mortgage obligations

 1,005    28  977  569  0  17  552 

Corporate debt securities

  64,985   818      65,803   172,743   605   23   173,325 

Total

 $1,267,731  $1,778  $27,000  $1,242,509  $1,443,730  $9,852  $1,740  $1,451,842 

 

The amortized cost and fair value of securities available-for-sale as of September 30, 2019,2020, by contractual maturities, are set forth in the tables below. Actual maturities may differ from contractual maturities because borrowers may have the right to call or repay obligations with or without call or repayment penalties.

 

 

September 30, 2019

  

September 30, 2020

 
 

Securities Available-For-Sale

  

Securities Available-For-Sale

 
 

Amortized Cost

  

Fair Value

  

Amortized Cost

  

Fair Value

 
 

(In thousands)

  

(In thousands)

 
  

Due in one year or less

 $19,993  $20,103  $182,047  $182,289 

Due after one year through five years

 429,449  427,578  44,028  44,044 

Due after five years through ten years

 41,718  41,710  176,079  178,429 

Due after ten years

  931,271   938,047   658,821   675,778 

Total

 $1,422,431  $1,427,438  $1,060,975  $1,080,540 

 

Equity Securities - The adoption of ASU 2016-01 resulted in approximately $8.6 million being reclassified from accumulated other comprehensive income to retained earnings, representing an increase to retained earnings as of January 1, 2018. The Company recognized a net gainloss of $0.4$1.6 million for the three months ended September 30, 2019,2020, due to the increasedecrease in fair value of equity investments with readily determinable fair values compared to a net gain of $0.4 million for the three months ended September 30, 2018.2019. The Company recognized a net loss of $1.9 million for the nine months ended September 30, 2020, due to the decrease in fair value of equity investments with readily determinable fair values compared to a net gain of $7.8 million for the nine months ended September 30, 2019, due to the increase in fair value of equity investments with readily determinable fair values compared to a net loss of $4.6 million for the nine months ended September 30, 2018.2019. Equity securities were $32.9$23.0 million and $25.1$28.0 million as of September 30, 20192020 and December 31, 2018,2019, respectively.

 

15

 

The following tables set forth the gross unrealized losses and related fair value of the Company’s investment portfolio, aggregated by investment category and the length of time that individual security has been in a continuous unrealized loss position, as of September 30, 20192020 and December 31, 2018:2019:

 

 

September 30, 2020

 
 

September 30, 2019

  

Less than 12 Months

  

12 Months or Longer

  

Total

 
 

Less than 12 Months

  

12 Months or Longer

  

Total

      

Gross

     

Gross

     

Gross

 
     

Gross

     

Gross

     

Gross

  

Fair

 

Unrealized

 

Fair

 

Unrealized

 

Fair

 

Unrealized

 
 

Fair

 

Unrealized

 

Fair

 

Unrealized

 

Fair

 

Unrealized

  

Value

  

Losses

  

Value

  

Losses

  

Value

  

Losses

 
 

Value

  

Losses

  

Value

  

Losses

  

Value

  

Losses

  

(In thousands)

 
 

(In thousands)

              

Securities Available-for-Sale

                                                

U.S. government agency entities

 $49,796  $108  $3,748  $165  $53,544  $273  $21,824  $94  $40,793  $436  $62,617  $530 

U.S. government sponsored entities

     347,699  2,301  347,699  2,301 

Mortgage-backed securities

 115,727  220  146,666  1,165  262,393  1,385  1,924  20  8,944  537  10,868  557 

Collateralized mortgage obligations

     665  18  665  18  0  0  211  11  211  11 

Corporate debt securities

  28,819   13         28,819   13   45,762   147   0   0   45,762   147 

Total

 $194,342  $341  $498,778  $3,649  $693,120  $3,990  $69,510  $261  $49,948  $984  $119,458  $1,245 

 

  

December 31, 2018

 
  

Less than 12 Months

  

12 Months or Longer

  

Total

 
      

Gross

      

Gross

      

Gross

 
  

Fair

  

Unrealized

  

Fair

  

Unrealized

  

Fair

  

Unrealized

 
  

Value

  

Losses

  

Value

  

Losses

  

Value

  

Losses

 
  

(In thousands)

 

Securities Available-for-Sale

                        

U.S. treasury securities

 $124,751  $50  $  $  $124,751  $50 

U.S. government agency entities

  3,388   77   2,483   118   5,871   195 

U.S. government sponsored entities

        388,362   11,638   388,362   11,638 

Mortgage-backed securities

  48,528   502   507,701   14,587   556,229   15,089 

Collateralized mortgage obligations

        977   28   977   28 

Total

 $176,667  $629  $899,523  $26,371  $1,076,190  $27,000 

  

December 31, 2019

 
  

Less than 12 Months

  

12 Months or Longer

  

Total

 
      

Gross

      

Gross

      

Gross

 
  

Fair

  

Unrealized

  

Fair

  

Unrealized

  

Fair

  

Unrealized

 
  

Value

  

Losses

  

Value

  

Losses

  

Value

  

Losses

 
  

(In thousands)

 
                         

Securities Available-for-Sale

                        

U.S. government agency entities

 $48,829  $172  $3,570  $147  $52,399  $319 

U.S. government sponsored entities

  0   0   224,443   557   224,443   557 

Mortgage-backed securities

  43,719   36   120,801   788   164,520   824 

Collateralized mortgage obligations

  0   0   552   17   552   17 

Corporate debt securities

  51,791   23   0   0   51,791   23 

Total

 $144,339  $231  $349,366  $1,509  $493,705  $1,740 

 

To the Company’s knowledge, the Company believes the unrealized losses were primarily attributed to yield curve movement, together with widened liquidity spreads and credit spreads. The issuers have not, to the Company’s knowledge, established any cause for default on these securities. Management believes the gross unrealized losses detailed in the table above are temporary. The Company expects to recover the amortized cost basis of its securities and has no present intent to sell and will not be required to sell available-for-sale securities that have declined below their cost before their anticipated recovery. Accordingly, 0otherno other than temporary impairment write-downs were recorded on the Company’s Condensed Consolidated Statement of Operations and Comprehensive Income in the three or nine months ended September 30, 20192020 and 2018.2019.

 

Securities available-for-sale having a carrying value of $20.8$18.6 million and $28.5$20.1 million as of September 30, 20192020 and December 31, 2018,2019, respectively, were pledged to secure public deposits, other borrowings and treasury tax and loan.

 

 

8.Loans

 

Most of the Company’s business activities are with customers located in the high-density Asian-populated areas of Southern and Northern California; New York City, New York; Dallas and Houston, Texas; Seattle, Washington; Boston, Massachusetts; Chicago, Illinois; Edison, New Jersey; Rockville, Maryland; and Las Vegas, Nevada. The Company also has loan customers in Hong Kong. The Company has no specific industry concentration, and generally its loans, when secured, are secured by real property or other collateral of the borrowers. The Company generally expects loans to be paid off from the operating profits of the borrowers, from refinancing by other lenders, or through sale by the borrowers of the secured collateral.

 

16

 

The types of loans in the Company’s Condensed Consolidated Balance Sheets as of September 30, 2019,2020, and December 31, 2018,2019, were as follows:

 

 

September 30, 2019

  

December 31, 2018

  

September 30, 2020

  

December 31, 2019

 
 

(In thousands)

  

(In thousands)

 
  

Commercial loans

 $2,668,061  $2,741,965  $2,848,000  $2,778,744 

Residential mortgage loans

 4,010,739  3,693,853  4,169,847  4,088,586 

Commercial mortgage loans

 7,135,599  6,724,200  7,459,316  7,275,262 

Real estate construction loans

 675,112  579,864 

Equity lines

 315,252  249,967  411,848  347,975 

Real estate construction loans

 593,816  581,454 

Installment and other loans

  5,087   4,349   1,656   5,050 

Gross loans

 $14,728,554  $13,995,788  $15,565,779  $15,075,481 

Allowance for loan losses

 (125,908) (122,391) (179,130) (123,224)

Unamortized deferred loan fees, net

  (1,081)  (1,565)  (4,210)  (626)

Total loans, net

 $14,601,565  $13,871,832  $15,382,439  $14,951,631 
 

Loans held for sale

 $36,778  $ 

 

As of September 30, 2019,2020, recorded investment in impaired loans totaled $88.8$105.8 million and was comprised of non-accrual loans of $47.2$77.2 million and accruing troubled debt restructured loans (“TDRs”) of $41.6$28.6 million. As of December 31, 2018,2019, recorded investment in impaired loans totaled $106.9$75.9 million and was comprised of non-accrual loans of $41.8$40.5 million and accruing TDRs of $65.1$35.4 million. For impaired loans, the amounts previously charged off represent 1.9%6.1% and 9.3%2.1% of the contractual balances for impaired loans as of September 30, 20192020 and December 31, 2018,2019, respectively.

 

The following table presents the average recorded investment and interest income recognized on impaired loans for the periods indicated:

 

 

Three Months Ended September 30,

  

Nine Months Ended September 30,

  

Three Months Ended September 30,

  

Nine Months Ended September 30,

 
 

2019

  

2018

  

2019

  

2018

  

2020

  

2019

  

2020

  

2019

 
 

Average Recorded Investment

  

Interest Income Recognized

  

Average Recorded Investment

  

Interest Income Recognized

  

Average Recorded Investment

  

Interest Income Recognized

  

Average Recorded Investment

  

Interest Income Recognized

  

Average

Recorded

Investment

  

Interest

Income

Recognized

  

Average

Recorded

Investment

  

Interest

Income

Recognized

  

Average

Recorded

Investment

  

Interest

Income

Recognized

  

Average

Recorded

Investment

  

Interest

Income

Recognized

 
 

(In thousands)

  

(In thousands)

 
                  

Commercial loans

 $38,659  $208  $48,772  $461  $41,132  $705  $46,920  $1,152  $30,346  $148  $38,659  $208  $30,723  $242  $41,132  $705 

Real estate construction loans

 4,662    5,980    4,734    7,490    4,368  98  4,662  0  4,444  245  4,734  0 

Commercial mortgage loans

 40,699  332  55,375  576  51,323  1,034  59,314  1,757  40,708  268  40,699  332  37,730  966  51,323  1,034 

Residential mortgage loans and equity lines

  13,133   78   13,724   108   13,126   237   14,032   279   16,609   74   13,133   78   15,240   200   13,126   237 

Total impaired loans

 $97,153  $618  $123,851  $1,145  $110,315  $1,976  $127,756  $3,188  $92,031  $588  $97,153  $618  $88,137  $1,653  $110,315  $1,976 

 

17

 

The following table presents impaired loans and the related allowance for loan losses as of the dates indicated:

 

 

September 30, 2019

  

December 31, 2018

  

September 30, 2020

  

December 31, 2019

 
 

Unpaid Principal Balance

  

Recorded Investment

  

Allowance

  

Unpaid Principal Balance

  

Recorded Investment

  

Allowance

  

Unpaid

Principal

Balance

  

Recorded

Investment

  

Allowance

  

Unpaid

Principal

Balance

  

Recorded

Investment

  

Allowance

 
 

(In thousands)

  

(In thousands)

 
              

With no allocated allowance

                                                

Commercial loans

 $24,711  $20,492  $  $32,015  $30,368  $  $16,210  $13,293  $  $20,134  $15,857  $ 

Real estate construction loans

 5,776  4,629    5,776  4,873    5,776  4,335    5,776  4,580   

Commercial mortgage loans

 11,663  11,517    34,129  24,409    22,996  22,532    9,234  9,030   

Residential mortgage loans and equity lines

  6,808   6,770      5,685   5,665      7,921   7,814      6,171   6,073    

Subtotal

 $48,958  $43,408  $  $77,605  $65,315  $  $52,903  $47,974  $  $41,315  $35,540  $ 
              

With allocated allowance

                                                

Commercial loans

 $13,251  $13,234  $744  $6,653  $6,570  $1,837  $28,059  $20,871  $7,704  $8,769  $8,739  $2,543 

Commercial mortgage loans

 26,356  26,288  536  27,099  27,063  877  31,138  31,019  582  26,117  26,040  473 

Residential mortgage loans and equity lines

  7,011   5,917   221   8,934   7,938   1,088   6,632   5,914   209   6,740   5,540   220 

Subtotal

 $46,618  $45,439  $1,501  $42,686  $41,571  $3,802  $65,829  $57,804  $8,495  $41,626  $40,319  $3,236 

Total impaired loans

 $95,576  $88,847  $1,501  $120,291  $106,886  $3,802  $118,732  $105,778  $8,495  $82,941  $75,859  $3,236 

 

The following tables present the aging of the loan portfolio by type as of September 30, 2019,2020, and as of December 31, 2018:2019:

 

 

September 30, 2019

  

September 30, 2020

 
 

30-59 Days Past Due

  

60-89 Days Past Due

  

90 Days or More Past Due

  

Non-accrual Loans

  

Total Past Due

  

Loans Not Past Due

  

Total

  

30-59 Days

Past Due

  

60-89 Days

Past Due

  

90 Days or

More Past

Due

  

Non-accrual

Loans

  

Total Past

Due

  

Loans Not

Past Due

  

Total

 
 

(In thousands)

  

(In thousands)

 
  

Commercial loans

 $29,905  $8,736  $  $22,970  $61,611  $2,606,450  $2,668,061  $4,956  $7,098  $0  $29,757  $41,811  $2,806,189  $2,848,000 

Real estate construction loans

       4,629  4,629  589,187  593,816  19,000  2,657  0  4,335  25,992  649,120  675,112 

Commercial mortgage loans

 2,926  3,687  683  12,330  19,626  7,115,973  7,135,599  4,275  0  2,868  33,782  40,925  7,418,391  7,459,316 

Residential mortgage loans and equity lines

 286      7,271  7,557  4,318,434  4,325,991  212  0  0  9,317  9,529  4,572,166  4,581,695 

Installment and other loans

                 5,087   5,087   0   0   0   0   0   1,656   1,656 

Total loans

 $33,117  $12,423  $683  $47,200  $93,423  $14,635,131  $14,728,554  $28,443  $9,755  $2,868  $77,191  $118,257  $15,447,522  $15,565,779 

 

  

December 31, 2018

 
  

30-59 Days Past Due

  

60-89 Days Past Due

  

90 Days or More Past Due

  

Non-accrual Loans

  

Total Past Due

  

Loans Not Past Due

  

Total

 
  

(In thousands)

 
                             

Commercial loans

 $25,494  $2,454  $514  $18,805  $47,267  $2,694,698  $2,741,965 

Real estate construction loans

     3,156      4,872   8,028   573,426   581,454 

Commercial mortgage loans

  10,797   8,545   3,259   10,611   33,212   6,690,988   6,724,200 

Residential mortgage loans and equity lines

  9,687   336      7,527   17,550   3,926,270   3,943,820 

Installment and other loans

                 4,349   4,349 

Total loans

 $45,978  $14,491  $3,773  $41,815  $106,057  $13,889,731  $13,995,788 

  

December 31, 2019

 
  

30-59 Days

Past Due

  

60-89 Days

Past Due

  

90 Days or

More Past

Due

  

Non-accrual

Loans

  

Total Past

Due

  

Loans Not

Past Due

  

Total

 
  

(In thousands)

 
                             

Commercial loans

 $24,681  $9,954  $6,409  $19,381  $60,425  $2,718,319  $2,778,744 

Real estate construction loans

  5,846   6,753   0   4,580   17,179   562,685   579,864 

Commercial mortgage loans

  7,694   2,609   0   9,928   20,231   7,255,031   7,275,262 

Residential mortgage loans and equity lines

  26,028   965   0   6,634   33,627   4,402,934   4,436,561 

Installment and other loans

  0   0   0   0   0   5,050   5,050 

Total loans

 $64,249  $20,281  $6,409  $40,523  $131,462  $14,944,019  $15,075,481 

 

The determination of the amount of the allowance for loan losses for impaired loans is based on management’s current judgment about the credit quality of the loan portfolio and takes into consideration known relevant internal and external factors that affect collectability when determining the appropriate level for the allowance for loan losses. The nature of the process by which the Bank determines the appropriate allowance for loan losses requires the exercise of considerable judgment. This allowance evaluation process is also applied to TDRs since they are considered to be impaired loans. The allowance for loan losses and the reserve for off-balance sheet credit commitments are significant estimates that can and do change based on management’s process in analyzing the loan portfolio and on management’s assumptions about specific borrowers, underlying collateral, and applicable economic, market and environmental conditions, among other factors. Although the Company took steps to incorporate the impact of the COVID-19 pandemic on the economic conditions and other factors (such as the severity and length of the COVID-19 pandemic and its impacts) utilized to determine the allowance for loan losses, if the economic conditions or other factors worsen relative to the assumptions the Company utilized, the allowance for loan losses will increase accordingly in future periods.

 

18

 

A TDR is a formal modification of the terms of a loan when the lender, for economic or legal reasons related to the borrower’s financial difficulties, grants a concession to the borrower. The concessions may be granted in various forms, including a change in the stated interest rate, a reduction in the loan balance or accrued interest, or an extension of the maturity date that causes significant delay in payment.

 

TDRs on accrual status are comprised of the loans that have, pursuant to the Bank’s policy, performed under the restructured terms and have demonstrated sustained performance under the modified terms for six months before being returned to accrual status. The sustained performance considered by management pursuant to its policy includes the periods prior to the modification if the prior performance met or exceeded the modified terms. This would include cash paid by the borrower prior to the restructure to set up interest reserves.

 

As of September 30, 2019,2020, accruing TDRs were $41.6$28.6 million and non-accrual TDRs were $19.8$9.9 million compared to accruing TDRs of $65.1$35.3 million and non-accrual TDRs of $24.2$18.0 million as of December 31, 2018.2019. The Company allocated specific reserves of $1.2 million$395 thousand to accruing TDRs and $141$42 thousand to non-accrual TDRs as of September 30, 2019,2020, and $1.5 million$822 thousand to accruing TDRs and $826 thousand$2.2 million to non-accrual TDRs as of December 31, 2018.2019. The following tables set forth TDRs that were modified during the three and nine months ended September 30, 20192020 and 2018,2019, their specific reserves as of September 30, 20192020 and 2018,2019, and charge-offs for the three and nine months ended September 30, 20192020 and 2018:2019:

 

 

Three Months Ended September 30, 2019

  

September 30, 2019

  

Three Months Ended September 30, 2020

  

September 30, 2020

 
 

No. of Contracts

  

Pre-Modification Outstanding Recorded Investment

  

Post-Modification Outstanding Recorded Investment

  

Charge-offs

  

Specific Reserve

  

No. of

Contracts

  

Pre-Modification

Outstanding

Recorded

Investment

  

Post-Modification

Outstanding

Recorded

Investment

  

Charge-offs

  

Specific Reserve

 
 

(In thousands)

  

(In thousands)

 
                      

Commercial loans

  3  $7,585  $6,165  $  $89   2  $2,983  $2,983  $0  $203 

Total

  3  $7,585  $6,165  $  $89   2  $2,983  $2,983  $0  $203 

 

  

Three Months Ended September 30, 2018

  

September 30, 2018

 
  

No. of Contracts

  

Pre-Modification Outstanding Recorded Investment

  

Post-Modification Outstanding Recorded Investment

  

Charge-offs

  

Specific Reserve

 
  

(In thousands)

 
                     

Commercial loans

  3  $4,621  $4,621  $  $2,467 

Commercial mortgage loans

  1   339   339       

Residential mortgage loans and equity lines

  2   413   413      16 

Total

  6  $5,373  $5,373  $  $2,483 

19

 

 

Nine Months Ended September 30, 2019

  

September 30, 2019

  

Three Months Ended September 30, 2019

  

September 30, 2019

 
 

No. of Contracts

  

Pre-Modification Outstanding Recorded Investment

  

Post-Modification Outstanding Recorded Investment

  

Charge-offs

  

Specific Reserve

  

No. of

Contracts

  

Pre-Modification

Outstanding

Recorded

Investment

  

Post-Modification

Outstanding

Recorded

Investment

  

Charge-offs

  

Specific Reserve

 
 

(In thousands)

  

(In thousands)

 
                      

Commercial loans

  23  $25,937  $10,814  $  $125   3  $7,585  $6,165  $0  $89 

Total

  23  $25,937  $10,814  $  $125   3  $7,585  $6,165  $0  $89 

 

  

Nine Months Ended September 30, 2018

  

September 30, 2018

 
  

No. of Contracts

  

Pre-Modification Outstanding Recorded Investment

  

Post-Modification Outstanding Recorded Investment

  

Charge-offs

  

Specific Reserve

 
  

(In thousands)

 
                     

Commercial loans

  21  $12,212  $12,212  $  $2,493 

Commercial mortgage loans

  7   14,626   14,626      119 

Residential mortgage loans and equity lines

  4   1,213   1,213      24 

Total

  32  $28,051  $28,051  $  $2,636 

  

Nine Months Ended September 30, 2020

  

September 30, 2020

 
  

No. of

Contracts

  

Pre-Modification

Outstanding

Recorded

Investment

  

Post-Modification

Outstanding

Recorded

Investment

  

Charge-offs

  

Specific Reserve

 
  

(In thousands)

 
                     

Commercial loans

  5  $5,417  $5,417  $0  $203 

Total

  5  $5,417  $5,417  $0  $203 

  

Nine Months Ended September 30, 2019

  

September 30, 2019

 
  

No. of

Contracts

  

Pre-Modification

Outstanding

Recorded

Investment

  

Post-Modification

Outstanding

Recorded

Investment

  

Charge-offs

  

Specific Reserve

 
  

(In thousands)

 
                     

Commercial loans

  23  $25,937  $10,814  $0  $125 

Total

  23  $25,937  $10,814  $0  $125 

 

Modifications of the loan terms in the nine months ended September 30, 20192020 were in the form of extensions of maturity dates, which ranged generally from three to twelve months from the modification date. 

 

We expect that the TDRs on accruing status as of September 30, 2019,2020, which were all performing in accordance with their restructured terms, will continue to comply with the restructured terms because of the reduced principal or interest payments on these loans.  The ongoing impact of the COVID pandemic, however, could increase the risk of such TDRs becoming non-accrual due to the borrowers' inability to continue to comply with their restructured terms.  A summary of TDRs by type of concession and by type of loan, as of September 30, 2019,2020, and December 31, 2018,2019, is set forth in the table below:

 

 

September 30, 2019

  

September 30, 2020

 
 

Payment Deferral

  

Rate

Reduction

  

Rate Reduction and Payment Deferral

  

Total

  

Payment

Deferral

  

Rate

Reduction

  

Rate Reduction

and Payment

Deferral

  

Total

 
 

(In thousands)

  

(In thousands)

 

Accruing TDRs

                                

Commercial loans

 $10,756  $  $  $10,756  $4,406  $0  $0  $4,406 

Commercial mortgage loans

 782  5,757  18,936  25,475  582  5,662  13,526  19,770 

Residential mortgage loans

  2,931   319   2,166   5,416   1,940   284   2,187   4,411 

Total accruing TDRs

 $14,469  $6,076  $21,102  $41,647  $6,928  $5,946  $15,713  $28,587 

 

 

September 30, 2019

  

September 30, 2020

 
 

Payment Deferral

  

Rate

Reduction

  

Rate Reduction and Payment Deferral

  

Total

  

Payment

Deferral

  

Rate

Reduction

  

Rate Reduction

and Payment

Deferral

  

Total

 
 

(In thousands)

  

(In thousands)

 

Non-accrual TDRs

                                

Commercial loans

 $18,057  $  $  $18,057  $8,902  $0  $0  $8,902 

Residential mortgage loans

  1,629      101   1,730   1,017   0   0   1,017 

Total non-accrual TDRs

 $19,686  $  $101  $19,787  $9,919  $0  $0  $9,919 

  

December 31, 2019

 
  

Payment

Deferral

  

Rate

Reduction

  

Rate Reduction

and Payment

Deferral

  

Total

 
  

(In thousands)

 

Accruing TDRs

                

Commercial loans

 $5,215  $0  $0  $5,215 

Commercial mortgage loans

  615   5,748   18,779   25,142 

Residential mortgage loans

  2,525   311   2,143   4,979 

Total accruing TDRs

 $8,355  $6,059  $20,922  $35,336 

  

December 31, 2019

 
  

Payment

Deferral

  

Rate

Reduction

  

Rate Reduction

and Payment

Deferral

  

Total

 
  

(In thousands)

 

Non-accrual TDRs

                

Commercial loans

 $16,692  $0  $0  $16,692 

Commercial mortgage loans

  1,220   0   136   1,356 

Total non-accrual TDRs

 $17,912  $0  $136  $18,048 

 

20
21

  

December 31, 2018

 
  

Payment Deferral

  

Rate

Reduction

  

Rate Reduction and Payment Deferral

  

Total

 
  

(In thousands)

 

Accruing TDRs

                

Commercial loans 

 $18,135  $  $  $18,135 

Commercial mortgage loans

  14,022   7,420   19,418   40,860 

Residential mortgage loans 

  3,353   327   2,396   6,076 

Total accruing TDRs

 $35,510  $7,747  $21,814  $65,071 

  

December 31, 2018

 
  

Payment Deferral

  

Rate

Reduction

  

Rate Reduction and Payment Deferral

  

Total

 
  

(In thousands)

 

Non-accrual TDRs

                

Commercial loans 

 $13,771  $  $  $13,771 

Commercial mortgage loans 

  3,682      4,884   8,566 

Residential mortgage loans 

  1,741      111   1,852 

Total non-accrual TDRs

 $19,194  $  $4,995  $24,189 

 

The activity within TDRs for the periods indicated is set forth below:

 

 

Three Months Ended September 30,

  

Nine Months Ended September 30,

  

Three Months Ended September 30,

  

Nine Months Ended September 30,

 
 

2019

  

2018

  

2019

  

2018

  

2020

  

2019

  

2020

  

2019

 
 

(In thousands)

  

(In thousands)

 

Accruing TDRs

                                

Beginning balance

 $64,898  $84,487  $65,071  $68,566  $31,671  $64,898  $35,336  $65,071 

New restructurings

 240  2,589  15,432  25,036  2,983  240  5,417  15,432 

Restructured loans restored to accrual status

   577    2,895  263  0  263  0 

Charge-offs

 (1,341)   (1,341)   0  (1,341) 0  (1,341)

Payments

 (22,150) (13,055) (36,219) (19,801) (6,330) (22,150) (12,429) (36,219)

Restructured loans placed on non-accrual status

        (1,296)  (2,098)  0   0   0   (1,296)

Ending balance

 $41,647  $74,598  $41,647  $74,598  $28,587  $41,647  $28,587  $41,647 

 

 

Three Months Ended September 30,

  

Nine Months Ended September 30,

  

Three Months Ended September 30,

  

Nine Months Ended September 30,

 
 

2019

  

2018

  

2019

  

2018

  

2020

  

2019

  

2020

  

2019

 
 

(In thousands)

  

(In thousands)

 

Non-accrual TDRs

                                

Beginning balance

 $22,457  $30,347  $24,189  $33,415  $12,670  $22,457  $18,048  $24,189 

New restructurings

 7,345  2,784  10,505  3,015  0  7,345  0  10,505 

Restructured loans placed on non-accrual status

     1,296  2,098  0  0  0  1,296 

Charge-offs

 (2,389)   (3,607) (161) 0  (2,389) (4,970) (3,607)

Payments

 (7,626) (4,836) (12,596) (7,754) (2,488) (7,626) (2,896) (12,596)

Restructured loans restored to accrual status

     (577)     (2,895)  (263)  0   (263)  0 

Ending balance

 $19,787  $27,718  $19,787  $27,718  $9,919  $19,787  $9,919  $19,787 

 

The Company considers a loan to be in payment default once it is 60 to 90 days contractually past due under the modified terms.  The Company did not have any loans that were modified as a TDR during the previous twelve months and which had subsequently defaulted as of September 30, 2019.2020.

 

21

Under the Company’s internal underwriting policy, an evaluation is performed of the probability that the borrower will be in payment default on any of its debt in the foreseeable future without the modification in order to determine whether a borrower is experiencing financial difficulty.

 

As of September 30, 2019,2020, there were 0no commitments to lend additional funds to those borrowers whose loans had been restructured, were considered impaired, or were on non-accrual status.

The CARES Act, signed into law on March 27, 2020, permits financial institutions to suspend requirements under GAAP for loan modifications to borrowers affected by COVID-19 that would otherwise be characterized as TDRs and suspend any determination related thereto if (i) the loan modification is made between March 1, 2020 and the earlier of December 31, 2020 or 60 days after the end of the coronavirus emergency declaration and (ii) the applicable loan was not more than 30 days past due as of December 31, 2019. In addition, federal bank regulatory authorities have issued guidance to encourage financial institutions to make loan modifications for borrowers affected by COVID-19 and have assured financial institutions that they will neither receive supervisory criticism for such prudent loan modifications, nor be required by examiners to automatically categorize COVID-19-related loan modifications as TDRs. The Company is applying this guidance to qualifying loan modifications.

 

As part of the on-going monitoring of the credit quality of our loan portfolio, the Company utilizes a risk grading matrix to assign a risk grade to each loan. The risk rating categories can be generally described by the following grouping for non-homogeneous loans: 

 

 

Pass/Watch – These loans range from minimal credit risk to lower than average, but still acceptable, credit risk.

 

Special Mention  Borrower is fundamentally sound, and loan is currently protected but adverse trends are apparent that, if not corrected, may affect ability to repay. Primary source of loan repayment remains viable but there is increasing reliance on collateral or guarantor support.

 

Substandard  These loans are inadequately protected by current sound net worth, paying capacity, or collateral. Well-defined weaknesses exist that could jeopardize repayment of debt. Loss may not be imminent, but if weaknesses are not corrected, there is a good possibility of some loss.

 

Doubtful – The possibility of loss is extremely high, but due to identifiable and important pending events (which may strengthen the loan), a loss classification is deferred until the situation is better defined.

 

Loss – These loans are considered uncollectible and of such little value that to continue to carry the loan as an active asset is no longer warranted.

 

22

The following tables set forth the loan portfolio by risk rating as of September 30, 20192020 and December 31, 2018:2019:

 

 

September 30, 2019

 
            

September 30, 2020

 
 

Pass/Watch

 

Special

Mention

 

Substandard

 

Doubtful

 

Total

  

Pass/Watch

  

Special

Mention

  

Substandard

  

Doubtful

  

Total

 
 

(In thousands)

  

(In thousands)

 

Commercial loans

 $2,432,623  $151,265  $84,173  $  $2,668,061  $2,553,148  $156,869  $137,983  $0  $2,848,000 

Real estate construction loans

 514,725  74,462  4,629    593,816  548,075  122,299  4,738  0  675,112 

Commercial mortgage loans

 6,824,241  233,155  78,203    7,135,599  7,215,288  114,653  129,375  0  7,459,316 

Residential mortgage loans and equity lines

 4,317,793  927  7,271    4,325,991  4,571,766  212  9,717  0  4,581,695 

Installment and other loans

  5,087            5,087   1,656   0   0   0   1,656 

Total gross loans

 $14,094,469  $459,809  $174,276  $  $14,728,554  $14,889,933  $394,033  $281,813  $0  $15,565,779 

 

 

December 31, 2018

 
            

December 31, 2019

 
 

Pass/Watch

 

Special

Mention

 

Substandard

 

Doubtful

 

Total

  

Pass/Watch

  

Special

Mention

  

Substandard

  

Doubtful

  

Total

 
 

(In thousands)

  

(In thousands)

 

Commercial loans

 $2,603,901  $87,987  $50,077  $  $2,741,965  $2,528,944  $166,016  $83,784  $0  $2,778,744 

Real estate construction loans

 514,406  62,175  4,873    581,454  461,597  113,687  4,580  0  579,864 

Commercial mortgage loans

 6,337,368  304,791  82,041    6,724,200  6,992,933  196,454  85,875  0  7,275,262 

Residential mortgage loans and equity lines

 3,934,762    9,058    3,943,820  4,427,205  914  8,442  0  4,436,561 

Installment and other loans

  4,349            4,349   5,050   0   0   0   5,050 

Total gross loans

 $13,394,786  $454,953  $146,049  $  $13,995,788  $14,415,729  $477,071  $182,681  $0  $15,075,481 

 

 

The following tables set forth the balance in the allowance for loan losses by portfolio segment and based on impairment method as of September 30, 20192020 and December 31, 2018:2019:

 

 

September 30, 2019

  

September 30, 2020

 
     

Real Estate

 

Commercial

 

Residential

 

Installment

         

Real Estate

 

Commercial

 

Residential

 

Installment

    
 

Commercial

 

Construction

 

Mortgage

 

Mortgage Loans

 

and

     

Commercial

 

Construction

 

Mortgage

 

Mortgage Loans

 

and

    
 

Loans

 

Loans

 

Loans

 

and Equity Lines

 

Other Loans

 

Total

  

Loans

  

Loans

  

Loans

  

and Equity Lines

  

Other Loans

  

Total

 
 

(In thousands)

  

(In thousands)

 

Loans individually evaluated for impairment

                                                

Allowance

 $744  $  $536  $221  $  $1,501  $7,704  $0  $582  $209  $0  $8,495 

Balance

 $33,726  $4,629  $37,805  $12,687  $  $88,847  $34,164  $4,335  $53,551  $13,728  $0  $105,778 

Loans collectively evaluated for impairment

                                                

Allowance

 $57,805  $21,698  $32,931  $11,948  $25  $124,407  $71,690  $32,712  $46,083  $20,150  $0  $170,635 

Balance

 $2,634,335  $589,187  $7,097,794  $4,313,304  $5,087  $14,639,707  $2,813,836  $670,777  $7,405,765  $4,567,967  $1,656  $15,460,001 

Total allowance

 $58,549  $21,698  $33,467  $12,169  $25  $125,908  $79,394  $32,712  $46,665  $20,359  $0  $179,130 

Total balance

 $2,668,061  $593,816  $7,135,599  $4,325,991  $5,087  $14,728,554  $2,848,000  $675,112  $7,459,316  $4,581,695  $1,656  $15,565,779 

 

 

December 31, 2018

  

December 31, 2019

 
     

Real Estate

 

Commercial

 

Residential

 

Installment

         

Real Estate

 

Commercial

 

Residential

 

Installment

    
 

Commercial

 

Construction

 

Mortgage

 

Mortgage Loans

 

and

     

Commercial

 

Construction

 

Mortgage

 

Mortgage Loans

 

and

    
 

Loans

 

Loans

 

Loans

 

and Equity Lines

 

Other Loans

 

Total

  

Loans

  

Loans

  

Loans

  

and Equity Lines

  

Other Loans

  

Total

 
 

(In thousands)

  

(In thousands)

 

Loans individually evaluated for impairment

                                    

Allowance

 $1,837  $  $877  $1,088  $  $3,802  $2,543  $0  $473  $220  $0  $3,236 

Balance

 $36,940  $4,873  $51,471  $13,602  $  $106,886  $24,596  $4,580  $35,070  $11,613  $0  $75,859 

Loans collectively evaluated for impairment

                                    

Allowance

 $53,141  $19,626  $32,610  $13,194  $18  $118,589  $54,478  $19,474  $33,129  $12,888  $19  $119,988 

Balance

 $2,705,025  $576,581  $6,672,729  $3,930,218  $4,349  $13,888,902  $2,754,148  $575,284  $7,240,192  $4,424,948  $5,050  $14,999,622 

Total allowance

 $54,978  $19,626  $33,487  $14,282  $18  $122,391  $57,021  $19,474  $33,602  $13,108  $19  $123,224 

Total balance

 $2,741,965  $581,454  $6,724,200  $3,943,820  $4,349  $13,995,788  $2,778,744  $579,864  $7,275,262  $4,436,561  $5,050  $15,075,481 

 

23
24

 

The following tables set forth activity in the allowance for loan losses by portfolio segment for the three and nine months ended September 30, 2019,2020, and September 30, 2018.2019. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories.

 

Three months ended September 30, 2019 and 2018

Three months ended September 30, 2020 and 2019

                     
              

Residential

         
      

Real Estate

  

Commercial

  

Mortgage Loans

  

Installment

     
  

Commercial

  

Construction

  

Mortgage

  

and

  

and Other

     
  

Loans

  

Loans

  

Loans

  

Equity Lines

  

Loans

  

Total

 
  

(In thousands)

 
                         

June 30, 2020 Ending Balance

 $82,256  $26,700  $41,132  $19,592  $0  $169,680 

Provision for possible credit losses

  298   6,012   5,438   752   0   12,500 

Charge-offs

  (6,956)  0   0   0   0   (6,956)

Recoveries

  3,796   0   95   15   0   3,906 

Net (charge-offs)/recoveries

  (3,160)  0   95   15   0   (3,050)

September 30, 2020 Ending Balance

 $79,394  $32,712  $46,665  $20,359  $0  $179,130 

 

             

Residential

                     

Residential

        
     

Real Estate

 

Commercial

 

Mortgage Loans

 

Installment

         

Real Estate

 

Commercial

 

Mortgage Loans

 

Installment

    
 

Commercial

 

Construction

 

Mortgage

 

and

 

and Other

     

Commercial

 

Construction

 

Mortgage

 

and

 

and Other

    
 

Loans

  

Loans

  

Loans

  

Equity Lines

  

Loans

  

Total

  

Loans

  

Loans

  

Loans

  

Equity Lines

  

Loans

  

Total

 
 

(In thousands)

  

(In thousands)

 
              

June 30, 2019 Ending Balance

 $54,293  $21,010  $33,154  $14,164  $30  $122,651  $54,293  $21,010  $33,154  $14,164  $30  $122,651 

Provision/(reversal) for possible credit losses

 7,400  (2,690) (4,648) (2,057) (5) (2,000) 7,400  (2,690) (4,648) (2,057) (5) (2,000)

Charge-offs

 (3,356)         (3,356) (3,356) 0  0  0  0  (3,356)

Recoveries

  212   3,378   4,961   62      8,613   212   3,378   4,961   62   0   8,613 

Net (charge-offs)/recoveries

  (3,144)  3,378   4,961   62      5,257   (3,144)  3,378   4,961   62   0   5,257 

September 30, 2019 Ending Balance

 $58,549  $21,698  $33,467  $12,169  $25  $125,908  $58,549  $21,698  $33,467  $12,169  $25  $125,908 

 

              

Residential

         
      

Real Estate

  

Commercial

  

Mortgage Loans

  

Installment

     
  

Commercial

  

Construction

  

Mortgage

  

and

  

and Other

     
  

Loans

  

Loans

  

Loans

  

Equity Lines

  

Loans

  

Total

 
  

(In thousands)

 
                         

June 30, 2018 Ending Balance

 $55,179  $20,663  $33,976  $12,062  $19  $121,899 

Provision/(reversal) for possible credit losses

  1,270   519   (4,138)  842   7   (1,500)

Charge-offs

  (122)              (122)

Recoveries

  187   44   2,944   5      3,180 

Net recoveries

  65   44   2,944   5      3,058 

September 30, 2018 Ending Balance

 $56,514  $21,226  $32,782  $12,909  $26  $123,457 

 

Nine months ended September 30, 2019 and 2018

Nine months ended September 30, 2020 and 2019

                     
              

Residential

         
      

Real Estate

  

Commercial

  

Mortgage Loans

  

Installment

     
  

Commercial

  

Construction

  

Mortgage

  

and

  

and Other

     
  

Loans

  

Loans

  

Loans

  

Equity Lines

  

Loans

  

Total

 
  

(In thousands)

 
                         

2020 Beginning Balance

 $57,021  $19,474  $33,602  $13,108  $19  $123,224 

Provision/(reversal) for possible credit losses

  29,402   13,238   12,718   7,161   (19)  62,500 

Charge-offs

  (13,383)  0   0   0   0   (13,383)

Recoveries

  6,354   0   345   90   0   6,789 

Net (charge-offs)/recoveries

  (7,029)  0   345   90   0   (6,594)

September 30, 2020 Ending Balance

 $79,394  $32,712  $46,665  $20,359  $0  $179,130 

Reserve for impaired loans

 $7,704  $0  $582  $209  $0  $8,495 

Reserve for non-impaired loans

 $71,690  $32,712  $46,083  $20,150  $0  $170,635 

Reserve for off-balance sheet credit commitments

 $4,297  $896  $172  $294  $4  $5,663 

 

              

Residential

         
      

Real Estate

  

Commercial

  

Mortgage Loans

  

Installment

     
  

Commercial

  

Construction

  

Mortgage

  

and

  

and Other

     
  

Loans

  

Loans

  

Loans

  

Equity Lines

  

Loans

  

Total

 
  

(In thousands)

 
                         

2019 Beginning Balance

 $54,978  $19,626  $33,487  $14,282  $18  $122,391 

Provision/(reversal) for possible credit losses

  8,262   (2,540)  (5,234)  (2,495)  7   (2,000)

Charge-offs

  (6,300)              (6,300)

Recoveries

  1,609   4,612   5,214   382      11,817 

Net (charge-offs)/recoveries

  (4,691)  4,612   5,214   382      5,517 

September 30, 2019 Ending Balance

 $58,549  $21,698  $33,467  $12,169  $25  $125,908 

Reserve for impaired loans

 $744  $  $536  $221  $  $1,501 

Reserve for non-impaired loans

 $57,805  $21,698  $32,931  $11,948  $25  $124,407 

Reserve for off-balance sheet credit commitments

 $2,505  $1,608  $121  $313  $3  $4,550 

              

Residential

         
      

Real Estate

  

Commercial

  

Mortgage Loans

  

Installment

     
  

Commercial

  

Construction

  

Mortgage

  

and

  

and Other

     
  

Loans

  

Loans

  

Loans

  

Equity Lines

  

Loans

  

Total

 
  

(In thousands)

 
                         

2018 Beginning Balance

 $49,796  $24,838  $37,610  $11,013  $22  $123,279 

Provision/(reversal) for possible credit losses

  6,097   (3,744)  (8,672)  1,815   4   (4,500)

Charge-offs

  (629)     (390)        (1,019)

Recoveries

  1,250   132   4,234   81      5,697 

Net recoveries

  621   132   3,844   81      4,678 

September 30, 2018 Ending Balance

 $56,514  $21,226  $32,782  $12,909  $26  $123,457 

Reserve for impaired loans

 $2,506  $  $917  $281  $  $3,704 

Reserve for non-impaired loans

 $54,008  $21,226  $31,865  $12,628  $26  $119,753 

Reserve for off-balance sheet credit commitments

 $1,615  $1,174  $78  $215  $6  $3,088 

24

              

Residential

         
      

Real Estate

  

Commercial

  

Mortgage Loans

  

Installment

     
  

Commercial

  

Construction

  

Mortgage

  

and

  

and Other

     
  

Loans

  

Loans

  

Loans

  

Equity Lines

  

Loans

  

Total

 
  

(In thousands)

 
                         

2019 Beginning Balance

 $54,978  $19,626  $33,487  $14,282  $18  $122,391 

Provision/(reversal) for possible credit losses

  8,262   (2,540)  (5,234)  (2,495)  7   (2,000)

Charge-offs

  (6,300)  0   0   0   0   (6,300)

Recoveries

  1,609   4,612   5,214   382   0   11,817 

Net (charge-offs)/recoveries

  (4,691)  4,612   5,214   382   0   5,517 

September 30, 2019 Ending Balance

 $58,549  $21,698  $33,467  $12,169  $25  $125,908 

Reserve for impaired loans

 $744  $0  $536  $221  $0  $1,501 

Reserve for non-impaired loans

 $57,805  $21,698  $32,931  $11,948  $25  $124,407 

Reserve for off-balance sheet credit commitments

 $2,505  $1,608  $121  $313  $3  $4,550 

 

Loans Held-for-Sale

At the time of commitment to originate or purchase a loan, the loan is determined to be held for investment if it is in the Company’s intent to hold the loan to maturity or for the “foreseeable future,” subject to periodic reviews under the Company’s evaluation processes, including asset/liability and credit risk management. When the Company subsequently changes its intent to hold certain loans, the loans are transferred from held-for-investment to held-for-sale at the lower of cost or fair value. As of September 30, 2019, there were approximately $36.8 million of loans held-for-sale, which were all comprised of residential mortgage loans. There were 0 loans held-for-sale as of December 31, 2018.

Loans Purchases, Transfers and Sales

The Company purchases and sells loans in the secondary market in the ordinary course of business. From time to time, purchased loans may be transferred from held-for-investment to held-for-sale, and write-downs to the allowance for loan losses are recorded, when appropriate. During the three and nine months ended September 30, 2019, the Company reclassified $75.3 million of residential mortgages from held-for-investment to held-for-sale. Net gains on sales of loans, excluding the lower of cost or fair value adjustments, were $0.8 million, for the three and nine months ended September 30, 2019. The Company recorded a lower of cost or fair value adjustment of $120 thousand during the three and nine months ended September 30, 2019. NaNloan transfers were made during the three and nine months ended September 30, 2018.

 

The ongoing COVID-19 pandemic has caused significant disruption in the United States and international economies and financial markets. Although banks have generally been permitted to continue operating, the COVID-19 pandemic has caused disruptions to our business and could cause material disruptions to our business and operations in the future. The Company has continued its efforts to support its customers affected by the pandemic and to maintain asset quality and balance sheet strength, including the following:

The Company has provided loans through the SBA's Paycheck Protection Program, or “PPP”. As of September 30, 2020, 1,437 PPP loans with a current balance of $265.7 million have been approved by the Small Business Administration.

The Company has outstanding modifications on approximately 95 commercial real estate loans totaling $428.1 million as of September 30, 2020, which represented 5.7% of the Bank’s commercial real estate loans and 24 commercial loans, totaling $64..6 million, which represented 2.3% of the total commercial loans.

As of September 30, 2020, COVID-19 modifications outstanding include 367, or $180.6 million, in residential mortgage loans, that represented 4.3% of the total residential mortgage portfolio, and 21 HELOC loans totaling $6.5 million, which represented 1.6% of total HELOC loans.

 

99.. Commitments and Contingencies

 

From time to time, Bancorp and its subsidiaries are parties to litigation that arise in the ordinary course of business or otherwise are incidental to various aspects of its operations. Based upon information available to the Company and its review of any such litigation with counsel, management presently believes that the liability relating to such litigation, if any, would not be expected to have a material adverse impact on the Company’s consolidated financial condition, results of operations or liquidity taken as a whole. The outcome of litigation and other legal and regulatory matters is inherently uncertain, however, and it is possible that one or more of the legal matters currently pending or threatened against the Company could have a material adverse effect on the Company’s consolidated financial condition, results of operations or liquidity taken as a whole.

 

Although the Company establishes accruals for legal proceedings when information related to the loss contingencies represented by those matters indicates both that a loss is probable and that the amount of loss can be reasonably estimated, the Company does not have accruals for all legal proceedings where there is a risk of loss. In addition, amounts accrued may not represent the ultimate loss to the Company from the legal proceedings in question. Thus, ultimate losses may be higher or lower, and possibly significantly so, than the amounts accrued for legal loss contingencies.

 

In the normal course of business, the Company from time to time becomes a party to financial instruments with off-balance sheet risk to meet the financing needs of its customers. These financial instruments include commitments to extend credit in the form of loans, or through commercial or standby letters of credit and financial guarantees. These instruments represent varying degrees of exposure to risk in excess of the amounts included in the accompanying Condensed Consolidated Balance Sheets. The contractual or notional amount of these instruments indicates a level of activity associated with a particular class of financial instrument and is not a reflection of the level of expected losses, if any.

 

The Company’s unfunded commitments related to investments in qualified affordable housing and alternative energy partnerships were $131.4$117.8 million and $113.0$114.5 million as of September 30, 20192020 and December 31, 2018,2019, respectively.

 

 

10. Leases

 

The Company determines if a contract arrangement is a lease at inception and primarily enters into operating lease contracts for its branch locations, office space and certain equipment. As part of its property lease agreements, the Company may seek to include options to extend or terminate at lease when it is reasonably certain that the Company will exercise those options. The ROURight-of-Use (“ROU”) lease asset also includes any lease payments made and lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company does not possess any leases that have variable lease payments or residual value guarantees as of September 30, 2019.2020.

 

Accounting Policy Elections - The Company has elected the package of practical expedients that permits the Company to not reassess ourits prior conclusions about lease identification, lease classification and initial direct costs. The Company also elected all of the new standard’s available transition practical expedients, including the short-term lease recognition exemption that includes not recognizing ROU assets or lease liabilities for existing short-term leases, and the practical expedient to not separate lease and non-lease components for all of ourthe Company’s leases.

 

Significant Assumptions - The ROU assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. The Company uses its incremental borrowing rate to determine the present value of its lease liabilities.

The Company calculated a weighted average borrowing rate of 3.14%following table presents the operating lease related assets and a weighted averageliabilities recorded on the Condensed Consolidated Balance Sheet, and the weighted-average remaining lease term of 5.47 yearsterms and discount rates as of September 30, 2019.2020 and December 31, 2019:

 

26

  

September 30, 2020

  

December 31, 2019

 
  

($ In millions)

 
         

Operating Leases:

        

ROU assets

 $32.6  $34.0 

Lease liabilities

 $35.1  $35.9 
         

Weighted-average remaining lease term (in years)

  4.9   5.4 

Weighted-average discount rate

  2.79

%

  3.10

%

 

As ofOperating lease expense was $3.1 million and $3.3 million for the three months ended September 30, 2020 and September 30, 2019, the Company recorded a ROU asset of $34.5 million, net of accumulated amortization of $6.2 million.respectively, and includes short-term leases that were immaterial. Operating lease expense was $3.3$8.8 million and $10.1 million for the three and nine months endedSeptember 30, 2020 and September 30, 2019, respectively, and includes short-term leases that were immaterial. Operating cash flows from operating leases were $2.2 million and $2.1 million for the three months ended September 30, 2020 and 2019, respectively. Operating cash flows from operating leases were $6.8 million and $6.2 million for the three and nine months ended September 30, 2020 and 2019,respectively.

The belowfollowing table presents a maturity schedule representsanalysis of the undiscountedCompany’s operating lease payments for the 5-year period and thereafterliabilities as of September 30, 2019.2020

  

As of September 30, 2019

 
  

Operating Leases

 
  

(In thousands)

 

Remaining 2019

 $2,114 

2020

  8,543 

2021

  7,635 

2022

  6,428 

2023

  5,426 

Thereafter

  9,531 

Total lease payments

  39,677 

Less amount of payment representing interest

  (3,535)

Total present value of lease payments

 $36,142 

The following table shows future minimum payments under operating leases with terms in excess of one year as ofand December 31, 2018.2019, respectively.

 

 

As of December 31, 2018

  

As of September 30, 2020

 
 

Operating Leases

  

Operating Leases

 
 

(In thousands)

  

(In thousands)

 

2019

 $8,835 

2020

 7,220 

Remaining 2020

 $2,392 

2021

 6,406  9,235 

2022

 5,406  8,183 

2023

 4,208  6,758 

2024

 4,570 

Thereafter

  4,899   6,641 

Total minimum lease payments

 $36,974 

Total lease payments

 37,779 

Less amount of payment representing interest

  (2,663)

Total present value of lease payments

 $35,116 

  

As of December 31, 2019

 
  

Operating Leases

 
  

(In thousands)

 

2020

 $8,764 

2021

  7,923 

2022

  6,771 

2023

  5,714 

2024

  3,852 

Thereafter

  6,199 

Total lease payments

  39,223 

Less amount of payment representing interest

  (3,350)

Total present value of lease payments

 $35,873 

28

 

 

11. Borrowed Funds

 

Borrowings from the Federal Home Loan Bank (“FHLB”) - As of September 30, 2019, There were 0 over-night borrowings from the FHLB were $330as of September 30, 2020, compared to $450 million at ana weighted average rate of 2.08% compared to $200 million at an average rate of 2.56%1.66% as of December 31, 2018.2019. Advances from the FHLB were $270$230 million at ana weighted average rate of 2.15%2.16% as of September 30, 20192020 and $330$220 million at ana weighted average rate of 2.42%2.26% as of December 31, 2018.2019. As of September 30, 2019,2020, FHLB advances of $50$5 million will mature in December 2019,November 2020, $7580 million in May 2021, $50 million in June 2021, $75 million in July 2021, and $20 million in May 2023.

 

Other BorrowingJunior Subordinated Notes – s- The Company owes a residual payable balance of $7.6 million to Bank SinoPac Co. related to the Company’s acquisition of SinoPac Bancorp, the parent of Far East National Bank. The remaining balance of $7.0 million, due in July 2020, has an interest rate of 3.60% (three month LIBOR rate plus 150 basis points) as of September 30, 2019.

27

Long-term Debt -On October 12, 2017, the Bank entered into a term loan agreement of $75.0 million with U.S. Bank. The loan has a floating rate of one-month LIBOR plus 175 basis points. As of September 30, 2019, the term loan has a remaining balance of $41.3 million and an interest rate of 3.875% compared to 4.125% at December 31, 2018. The principal amount of the long-term debt from U.S. Bank is due and payable in consecutive quarterly installments of $4.7 million each on the last day of each calendar quarter commencing December 31, 2018, with the final installment due and payable on October 12, 2020. We used the U.S. Bank loan proceeds to fund a portion of our acquisition of SinoPac Bancorp.

The Company established three special purpose trusts in 2003 and two in 2007 for the purpose of issuing Guaranteed Preferred Beneficial Interests in their Subordinated Debentures to outside investors (“Capital Securities”). The proceeds from the issuance of the Capital Securities as well as our purchase of the common stock of the special purpose trusts were invested in Junior Subordinated Notes of the Company (“Junior Subordinated Notes”). The trusts exist for the purpose of issuing the Capital Securities and investing in Junior Subordinated Notes. Subject to some limitations, payment of distributions out of the monies held by the trusts and payments on liquidation of the trusts, or the redemption of the Capital Securities, are guaranteed by the Company to the extent the trusts have funds on hand at such time. The obligations of the Company under the guarantees and the Junior Subordinated Notes are subordinate and junior in right of payment to all indebtedness of the Company and are structurally subordinated to all liabilities and obligations of the Company’s subsidiaries. The Company has the right to defer payments of interest on the Junior Subordinated Notes at any time or from time to time for a period of up to twenty consecutive quarterly periods with respect to each deferral period. Under the terms of the Junior Subordinated Notes, the Company may not, with certain exceptions, declare or pay any dividends or distributions on its capital stock or purchase or acquire any of its capital stock if it has deferred payment of interest on any Junior Subordinated Notes.

 

At September 30, 2019,2020, Junior Subordinated Notes totaled $119.1 million with a weighted average interest rate of 4.29%2.41%, compared to $119.1 million with a weighted average rate of 4.96%4.09% at December 31, 2018.2019. The Junior Subordinated Notes have a stated maturity term of 30 years.

 

 

12. Income Taxes

 

The effective tax rate for the first nine months of 20192020 was 20.3%8.6% compared to 19.0%20.3% for the first nine months of 2018.2019. The effective tax rate includes the impact of low-income housing and alternative energy investment tax credits. Income tax expense for the first nine months of 20192020 was reducedincreased by $0.6$0.4 million in benefitsrelated to a tax deficiency from the distribution of restricted stock units.

 

The Company’s tax returns are open for audit by the Internal Revenue Service back to 2016 and by the California Franchise Tax Board back to 2014.2015. The Company is currently under audit by the Internal Revenue Service for 2017.2017 was completed in July 2020 and did not have an impact on income tax expense.

 

It is reasonably possible that unrecognized tax benefits could change significantly over the next twelve months. The Company does not expect that any such changes would have a material impact on its annual effective tax rate.

 

 

 

13. Fair Value Measurements

 

The Company determined the fair values of our financial instruments based on the following:

 

 

Level 1 - Quoted prices in active markets for identical assets or liabilities.

 

Level 2 - Observable prices in active markets for similar assets or liabilities; prices for identical or similar assets or liabilities in markets that are not active; directly observable market inputs for substantially the full term of the asset and liability; market inputs that are not directly observable but are derived from or corroborated by observable market data.

 

Level 3 – Unobservable inputs based on the Company’s own judgment about the assumptions that a market participant would use.

 

The Company uses the following methodologies to measure the fair value of its financial assets and liabilities on a recurring basis:

 

Securities Available for Sale - For certain U.S. Treasury securities, the Company measures the fair value based on quoted market prices in active exchange markets at the reporting date, a Level 1 measurement. The Company also measures securities by using quoted market prices for similar securities or dealer quotes, a Level 2 measurement. This category generally includes U.S. Government agency securities, U.S. Government sponsored entities, state and municipal securities, mortgage-backed securities (“MBS”), collateralized mortgage obligations and corporate bonds.

 

Equity Securities The Company measures the fair value based on quoted market prices in active exchange markets at the reporting date, a level 1 measurement. Equity securities are comprised of mutual funds, preferred stock of government-sponsored entities and other equity securities.

 

Foreign Exchange Contracts - The Company measures the fair value of foreign exchange contracts based on dealer quotes, a Level 2 measurement.

 

Warrants - The Company measures the fair value of warrants based on unobservable inputs based on assumptions and management judgment, a Level 3 measurement.

 

Interest Rate Swaps - Fair value of interest rate swaps is derived from third party models with observable market data, a Level 2 measurement.

 

Assets measured at estimated fair value on a non-recurring basis:

 

Certain assets or liabilities are required to be measured at estimated fair value on a nonrecurring basis subsequent to initial recognition. Generally, these adjustments are the result of lower-of-cost-or-fair value or other impairment write-downs of individual assets. In determining the estimated fair values during the period, the Company determined that substantially all the changes in estimated fair value were due to declines in market conditions versus instrument specific credit risk. For the nine monthsperiods ended September 30, 20192020 and December 31, 2018,2019, there were no material adjustments to fair value for the Company’s assets and liabilities measured at fair value on a nonrecurring basis in accordance with GAAP.

 

29
30

 

The following tables present the Company’s hierarchy for its assets and liabilities measured at fair value on a recurring basis as of September 30, 2019,2020, and December 31, 2018:2019:

 

 

September 30, 2019

      

September 30, 2020

     
 

Fair Value Measurements Using

  

Total Fair Value

  

Fair Value Measurements Using

  

Total Fair Value

 
 

Level 1

  

Level 2

  

Level 3

  

Measurements

  

Level 1

  

Level 2

  

Level 3

  

Measurements

 
 

(In thousands)

  

(In thousands)

 

Assets

                                

Securities available-for-sale

                                

U.S. Treasury securities

 $99,980  $0  $0  $99,980 

U.S. government agency entities

 $  $92,954  $  $92,954  0  104,596  0  104,596 

U.S. government sponsored entities

   347,699    347,699 

Mortgage-backed securities

   886,735    886,735  0  729,244  0  729,244 

Collateralized mortgage obligations

   665    665  0  211  0  211 

Corporate debt securities

     99,385      99,385   0   146,509   0   146,509 

Total securities available-for-sale

 $  $1,427,438  $  $1,427,438  $99,980  $980,560  $0  $1,080,540 
  

Equity securities

                                

Mutual funds

 $6,307  $  $  $6,307  $6,430  $0  $0  $6,430 

Preferred stock of government sponsored entities

 15,145      15,145  5,522  0  0  5,522 

Other equity securities

  11,410         11,410   11,012   0   0   11,012 

Total equity securities

 $32,862  $  $  $32,862  $22,964  $0  $0  $22,964 
  

Warrants

 $  $  $31  $31  $0  $0  $20  $20 

Interest rate swaps

   1,697    1,697  0  3,992  0  3,992 

Foreign exchange contracts

     965      965   0   3,236   0   3,236 

Total assets

 $32,862  $1,430,100  $31  $1,462,993  $122,944  $987,788  $20  $1,110,752 
  

Liabilities

                                

Option contracts

 $  $6  $  $6  $0  $6  $0  $6 

Interest rate swaps

   17,734    17,734  0  31,525  0  31,525 

Foreign exchange contracts

     2,435      2,435   0   1,592   0   1,592 

Total liabilities

 $  $20,175  $  $20,175  $0  $33,123  $0  $33,123 

 

  

December 31, 2018

     
  

Fair Value Measurements Using

  

Total Fair Value

 
  

Level 1

  

Level 2

  

Level 3

  

Measurements

 
  

(In thousands)

 

Assets

                

Securities available-for-sale

                

U.S. Treasury securities

 $124,751  $  $  $124,751 

U.S. government agency entities

     5,871      5,871 

U.S. government sponsored entities

     388,363      388,363 

Mortgage-backed securities

     656,744      656,744 

Collateralized mortgage obligations

     977      977 

Corporate debt securities

     65,803      65,803 

Total securities available-for-sale

 $124,751  $1,117,758  $  $1,242,509 
                 

Equity securities

                

Mutual funds

 $6,094  $  $  $6,094 

Preferred stock of government sponsored entities

  7,822         7,822 

Other equity securities

  11,182         11,182 

Total equity securities

 $25,098  $  $  $25,098 
                 

Warrants

 $  $  $184  $184 

Interest rate swaps

     7,810      7,810 

Foreign exchange contracts

     397      397 

Total assets

 $149,849  $1,125,965  $184  $1,275,998 
                 

Liabilities

                

Option contracts

 $  $6  $  $6 

Interest rate swaps

     1,543      1,543 

Foreign exchange contracts

     1,763      1,763 

Total liabilities

 $  $3,312  $  $3,312 

  

December 31, 2019

     
  

Fair Value Measurements Using

  

Total Fair Value

 
  

Level 1

  

Level 2

  

Level 3

  

Measurements

 
  

(In thousands)

 

Assets

                

Securities available-for-sale

                

U.S. Treasury securities

 $74,936  $0  $0  $74,936 

U.S. government agency entities

  0   90,796   0   90,796 

U.S. government sponsored entities

  0   224,443   0   224,443 

Mortgage-backed securities

  0   887,790   0   887,790 

Collateralized mortgage obligations

  0   552   0   552 

Corporate debt securities

  0   173,325   0   173,325 

Total securities available-for-sale

 $74,936  $1,376,906  $0  $1,451,842 
                 

Equity securities

                

Mutual funds

 $6,277  $0  $0  $6,277 

Preferred stock of government sponsored entities

  10,529   0   0   10,529 

Other equity securities

  11,199   0   0   11,199 

Total equity securities

 $28,005  $0  $0  $28,005 
                 

Warrants

 $0  $0  $39  $39 

Interest rate swaps

  0   2,181   0   2,181 

Foreign exchange contracts

  0   2,411   0   2,411 

Total assets

 $102,941  $1,381,498  $39  $1,484,478 
                 

Liabilities

                

Option contracts

 $0  $7  $0  $7 

Interest rate swaps

  0   14,229   0   14,229 

Foreign exchange contracts

  0   1,415   0   1,415 

Total liabilities

 $0  $15,651  $0  $15,651 

 

30
31

 

The Company measured the fair value of its warrants on a recurring basis using significant unobservable inputs. The fair value adjustment of warrants was included in other operating income in the thirdfirst quarternine months of 2019.2020. The significant unobservable inputs in the Black-Scholes option pricing model for the fair value of warrants are their expected life ranging from 1 to 6 years, risk-free interest rate from 1.77%0.23% to 1.87%0.66%, and stock volatility from 13.86%16.58% to 20.46%25.50%.

 

For financial assets measured at fair value on a nonrecurring basis that were still reflected in the Condensed Consolidated Balance Sheets as of September 30, 2019,2020, the following tables set forth the level of valuation assumptions used to determine each adjustment, the carrying value of the related individual assets as of September 30, 2019,2020, and December 31, 2018,2019, and the total losses for the periods indicated:

 

 

As of September 30, 2019

      

Total Losses

  

As of September 30, 2020

  

Total Losses

 
 

Fair Value Measurements Using

  

Total Fair

  

For the Three Months Ended

  

For the Nine Months Ended

  

Fair Value Measurements Using

  

Total Fair Value

  

For the Three Months Ended

  

For the Nine Months Ended

 
 

Level 1

  

Level 2

  

Level 3

  

Value

Measurements

  

September 30,

2019

  

September 30, 2018

  

September 30, 2019

  

September 30, 2018

  

Level 1

  

Level 2

  

Level 3

  

Measurements

  

September 30, 2020

  

September 30, 2019

  

September 30, 2020

  

September 30, 2019

 
 

(In thousands)

  

(In thousands)

 

Assets

                                                                

Impaired loans by type:

                                                                

Commercial loans

 $  $  $12,491  $12,491  $  $  $  $  $0  $0  $13,167  $13,167  $6,950  $0  $6,950  $0 

Commercial mortgage loans

     25,752  25,752          0  0  30,437  30,437  0  0  0  0 

Residential mortgage loans and equity lines

        5,696   5,696               0   0   5,705   5,705   0   0   0   0 

Total impaired loans

     43,939  43,939          0  0  49,309  49,309  6,950  0  6,950  0 

Loans held-for-sale

     36,778  36,778  120    120    0  0  0  0  0  120  0  120 

Other real estate owned (1)

   7,625  4,343  11,968      494    0  905  4,238  5,143  0  0  717  494 

Investments in venture capital and private company stock

        1,671   1,671   83   62   101   326   0   0   1,381   1,381   3   83   107   101 

Total assets

 $  $7,625  $86,731  $94,356  $203  $62  $715  $326  $0  $905  $54,928  $55,833  $6,953  $203  $7,774  $715 

(1) Other real estate owned balance of $4.9 million in the condensed consolidated balance sheet is net of estimated disposal costs.

 

(1) Other real estate owned balance of $11.3 million in the condensed consolidated balance sheet is net of estimated disposal costs. 

  

As of December 31, 2019

  

Total Losses/(Gains)

 
  

Fair Value Measurements Using

  

Total Fair Value

  

For the Twelve Months Ended

 
  

Level 1

  

Level 2

  

Level 3

  

Measurements

  

December 31, 2019

  

December 31, 2018

 
  

(In thousands)

 

Assets

                        

Impaired loans by type:

                        

Commercial loans

 $0  $0  $6,196  $6,196  $0  $0 

Commercial mortgage loans

  0   0   25,566   25,566   0   0 

Residential mortgage loans and equity lines

  0   0   5,320   5,320   0   0 

Total impaired loans

  0   0   37,082   37,082   0   0 

Other real estate owned (1)

  0   6,490   4,343   10,833   681   (619)

Investments in venture capital and private company stock

  0   0   1,604   1,604   167   330 

Total assets

 $0  $6,490  $43,029  $49,519  $848  $(289)

 

  

As of December 31, 2018

      

Total Losses/(Gains)

 
  

Fair Value Measurements Using

  

Total Fair Value

  

For the Twelve Months Ended

 
  

Level 1

  

Level 2

  

Level 3

  

Measurements

  

December 31, 2018

  

December 31, 2017

 
  

(In thousands)

 

Assets

                        

Impaired loans by type:

                        

Commercial loans

 $  $  $4,733  $4,733  $  $25 

Commercial mortgage loans

        26,186   26,186       

Residential mortgage loans and equity lines

        6,850   6,850       

Total impaired loans

        37,769   37,769      25 

Other real estate owned (1)

     9,023   4,343   13,366   (619)  457 

Investments in venture capital and private company stock

        2,162   2,162   330   392 

Total assets

 $  $9,023  $44,274  $53,297  $(289) $874 

(1) Other real estate owned balance of $12.7

(1) Other real estate owned balance of $10.2 million in the Consolidated Balance Sheets is net of estimated disposal costs.

 

The significant unobservable (Level 3) inputs used in the fair value measurement of collateral for collateral-dependent impaired loans are primarily based on the appraised value of collateral adjusted by estimated sales cost and commissions. The Company generally obtains new appraisal reports every twelve months as appropriate. As the Company’s primary objective in the event of default would be to monetize the collateral to settle the outstanding balance of the loan, less marketable collateral would receive a larger discount. During the 2018 reported period, collateral discounts ranged from 55% in the case of accounts receivable collateral to 65% in the case of inventory collateral. In the current year, the Company began usingused borrower specific collateral discounts with various discount levels.

 

31
32

 

The significant unobservable inputs used in the fair value measurement of other real estate owned (“OREO”) are primarily based on the appraised value of OREO adjusted by estimated sales cost and commissions. The Company applies estimated sales cost and commissions ranging from 3% to 6% of the collateral value of impaired loans, quoted price, or loan sale price of loans held for sale, and appraised value of OREO.

 

 

14. Fair Value of Financial Instruments

 

The Company uses the following methods and assumptions to estimate the fair value of each class of financial instruments.

 

Cash and Cash Equivalents - For cash and cash equivalents, the carrying amount is assumed to be a reasonable estimate of fair value, a Level 1 measurement.

 

Short-term Investments and interest-bearing deposits - For short-term investments and interest-bearing deposits, the carrying amount is assumed to be a reasonable estimate of fair value, a Level 1 measurement.

 

Securities Available for Sale - For certain U.S. Treasury securities, the Company measures the fair value based on quoted market prices in active exchange markets at the reporting date, a Level 1 measurement. The Company also measures securities by using quoted market prices for similar securities or dealer quotes, a Level 2 measurement. This category generally includes U.S. Government agency securities, U.S. Government sponsored entities, state and municipal securities, mortgage-backed securities (“MBS”), collateralized mortgage obligations and corporate bonds.

 

Equity Securities The Company measures the fair value based on quoted market prices in active exchange markets at the reporting date, a level 1 measurement. Equity securities are comprised of mutual funds, preferred stock of government-sponsored entities and other equity securities.

 

Loans - Fair values are estimated for portfolios of loans with similar financial characteristics. Each loan category is further segmented into fixed and adjustable rate interest terms and by performing and non-performing categories. The fair values are based primarily on third-party vendor pricing to determine fair values based on the exit price notion.

 

The fair value of performing loans is calculated by discounting scheduled cash flows through the estimated maturity using estimated market discount rates that reflect the credit and interest rate risk inherent in the loan, a Level 3 measurement.

 

The fair value of impaired loans is calculated based on the net realizable fair value of the collateral or the observable market price of the most recent sale or quoted price from loans held for sale. The Company does not record loans at fair value on a recurring basis. Nonrecurring fair value adjustments to collateral dependent impaired loans are recorded based on the current appraised value or adjusted appraised value of the collateral, a Level 2 or Level 3 measurement.

 

Loans Held-for-Sale The Company records loans held for sale at fair value based on quoted prices from third party sale analysis, existing sale agreements, or appraisal reports adjusted by sales commission assumption, a Level 3 measurement.

 

FHLB Stock - These securities can only be redeemed or sold at their par value and only to the respective issuing government-supported institution or to another member institution. Management considers these non-marketable equity securities to be long-term investments. Accordingly, when evaluating these securities for impairment, management considers the ultimate recoverability of the par value rather than recognizing temporary declines in value.     

 

32
33

 

Deposit Liabilities - The fair value of demand deposits, savings accounts, and certain money market deposits is assumed to be the amount payable on demand at the reporting date. The fair value of fixed-maturity certificates of deposit is estimated using the rates currently offered for deposits with similar remaining maturities, a Level 3 measurement.

 

Advances from FHLB - The fair value of the advances is based on quotes from the FHLB to settle the advances, a Level 2 measurement.

 

Short-term and Other Borrowings - This category includes borrowings from other financial institutions.  The fair value of other borrowings is calculated by discounting scheduled cash flows through the estimated maturity using estimated market discount rates that reflect the credit and interest rate risk, a Level 3 measurement. 

 

Long-term Debt - The fair value of long-term debt is estimated based on the quoted market prices or dealer quotes, a Level 2 measurement.

 

Currency Option and Foreign Exchange Contracts - The Company measures the fair value of currency option and foreign exchange contracts based on dealer quotes, a Level 2 measurement.

 

Interest Rate Swaps - Fair value of interest rate swaps is derived from third party models with observable market data, a Level 2 measurement.

 

Off-Balance-Sheet Financial Instruments - The fair value of commitments to extend credit, standby letters of credit, and financial guarantees written is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. The fair value of guarantees and letters of credit is based on fees currently charged for similar agreements or on the estimated cost to terminate them or otherwise settle the obligations with the counterparties at the reporting date. The fair value of off-balance-sheet financial instruments is based on the assumptions that a market participant would use, a Level 3 measurement.

 

Fair value is estimated in accordance with ASC Topic 825. Fair value estimates are made at specific points in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Bank’s entire holdings of a particular financial instrument. Because no market exists for a significant portion of the Bank’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

 

33
34

 

The following table sets forth the carrying and notional amounts and estimated fair value of financial instruments as of September 30, 20192020 and December 31, 2018:2019:

 

 

September 30, 2019

  

December 31, 2018

  

September 30, 2020

  

December 31, 2019

 
 

Carrying

     

Carrying

     

Carrying

     

Carrying

    
 

Amount

  

Fair Value

  

Amount

  

Fair Value

  

Amount

  

Fair Value

  

Amount

  

Fair Value

 
 

(In thousands)

  

(In thousands)

 

Financial Assets

                                

Cash and due from banks

 $257,189  $257,189  $225,333  $225,333  $128,896  $128,896  $177,240  $177,240 

Short-term investments

 567,957  567,957  374,957  374,957  1,305,170  1,305,170  416,538  416,538 

Securities available-for-sale

 1,427,438  1,427,438  1,242,509  1,242,509  1,080,540  1,080,540  1,451,842  1,451,842 

Loans held-for-sale

 36,778  36,778     

Loans, net

 14,601,565  15,004,114  13,871,832  13,928,162  15,382,439  16,030,529  14,951,631  15,444,752 

Equity securities

 32,862  32,862  25,098  25,098  22,964  22,964  28,005  28,005 

Investment in Federal Home Loan Bank stock

 17,250  17,250  17,250  17,250  17,250  17,250  18,090  18,090 

Warrants

 31  31  184  184  20  20  39  39 

 

 

Notional

     

Notional

     

Notional

     

Notional

    
 

Amount

  

Fair Value

  

Amount

  

Fair Value

  

Amount

  

Fair Value

  

Amount

  

Fair Value

 

Foreign exchange contracts

 $70,955  $965  $86,875  $397 

Foreign exchange contracts

 $107,071  $3,236  $146,397  $2,411 

Interest rate swaps

 139,466  1,697  467,410  7,810 

Interest rate swaps

 72,717  3,992  130,401  2,181 

 

 
 

Carrying

     

Carrying

     

Carrying

     

Carrying

    
 

Amount

  

Fair Value

  

Amount

  

Fair Value

  

Amount

  

Fair Value

  

Amount

  

Fair Value

 

Financial Liabilities

                                

Deposits

 $14,658,269  $14,703,977  $13,702,340  $13,754,028  $16,034,248  $16,061,257  $14,692,308  $14,719,452 

Short-term borrowings

 0  0  25,683  25,683 

Advances from Federal Home Loan Bank

 600,000  603,014  530,000  529,500  230,000  238,509  670,000  674,530 

Other borrowings

 38,369  31,844  35,756  34,031  23,788  19,550  36,666  30,764 

Long-term debt

 160,386  113,409  189,448  132,615  119,136  64,296  119,136  76,058 

 

 
 

Notional

     

Notional

     

Notional

     

Notional

    
 

Amount

  

Fair Value

  

Amount

  

Fair Value

  

Amount

  

Fair Value

  

Amount

  

Fair Value

 

Option contracts

 $1,172  $6  $1,215  $6 

Option contracts

 $850  $6  $908  $7 

Foreign exchange contracts

 121,769  2,435  94,977  1,763 

Foreign exchange contracts

 160,489  1,592  127,003  1,415 

Interest rate swaps

 581,496  17,734  265,166  1,543 

Interest rate swaps

 686,785  31,525  602,291  14,229 

 

 
 

Notional

     

Notional

     

Notional

     

Notional

    
 

Amount

  

Fair Value

  

Amount

  

Fair Value

  

Amount

  

Fair Value

  

Amount

  

Fair Value

 

Off-Balance Sheet Financial Instruments

                                

Commitments to extend credit

 $3,097,207  $(9,291) $2,691,579  $(8,843) $3,033,685  $(8,847) $3,077,081  $(9,826)

Standby letters of credit

 264,059  (2,537) 245,087  (2,662) 255,173  (1,647) 282,352  (2,431)

Other letters of credit

 29,230  (28) 35,759  (30) 24,591  (21) 22,209  (20)

Bill of lading guarantees

 743    730    221  0  319  (1)

 

34
35

 

The following tables set forth the level in the fair value hierarchy for the estimated fair values of financial instruments as of September 30, 2019,2020 and December 31, 2018.2019.

 

 

As of September 30, 2019

  

As of September 30, 2020

 
 

Estimated

             

Estimated

            
 

Fair Value

             

Fair Value

            
 

Measurements

  

Level 1

  

Level 2

  

Level 3

  

Measurements

  

Level 1

  

Level 2

  

Level 3

 
 

(In thousands)

  

(In thousands)

 

Financial Assets

                                

Cash and due from banks

 $257,189  $257,189  $  $  $128,896  $128,896  $0  $0 

Short-term investments

 567,957  567,957      1,305,170  1,305,170  0  0 

Securities available-for-sale

 1,427,438    1,427,438    1,080,540  99,980  980,560  0 

Loans held-for-sale

 36,778      36,778 

Loans, net

 15,004,114      15,004,114  16,030,529  0  0  16,030,529 

Equity securities

 32,862  32,862      22,964  22,964  0  0 

Investment in Federal Home Loan Bank stock

 17,250    17,250    17,250  0  17,250  0 

Warrants

 31      31  20  0  0  20 

Financial Liabilities

                                

Deposits

 14,703,977      14,703,977  16,061,257  0  0  16,061,257 

Advances from Federal Home Loan Bank

 603,014    603,014    238,509  0  238,509  0 

Other borrowings

 31,844      31,844  19,550  0  0  19,550 

Long-term debt

 113,409    113,409    64,296  0  64,296  0 

 

 

As of December 31, 2018

  

As of December 31, 2019

 
 

Estimated

             

Estimated

            
 

Fair Value

             

Fair Value

            
 

Measurements

  

Level 1

  

Level 2

  

Level 3

  

Measurements

  

Level 1

  

Level 2

  

Level 3

 
 

(In thousands)

  

(In thousands)

 

Financial Assets

                                

Cash and due from banks

 $225,333  $225,333  $  $  $177,240  $177,240  $0  $0 

Short-term investments

 374,957  374,957      416,538  416,538  0  0 

Securities available-for-sale

 1,242,509  124,751  1,117,758    1,451,842  74,936  1,376,906  0 

Loans, net

 13,928,162      13,928,162  15,444,752  0  0  15,444,752 

Equity securities

 25,098  25,098      28,005  28,005  0  0 

Investment in Federal Home Loan Bank stock

 17,250    17,250    18,090  0  18,090  0 

Warrants

 184      184  39  0  0  39 

Financial Liabilities

                                

Deposits

 13,754,028      13,754,028  14,719,452  0  0  14,719,452 

Short-term borrowings

 25,683  0  0  25,683 

Advances from Federal Home Loan Bank

 529,500    529,500    674,530  0  674,530  0 

Other borrowings

 34,031      34,031  30,764  0  0  30,764 

Long-term debt

 132,615    132,615    76,058  0  76,058  0 

 

 

15. Goodwill and Goodwill Impairment

 

The Company’s policy is to assess goodwill for impairment at the reporting unit level on an annual basis or between annual assessments if a triggering event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.  Impairment is the condition that exists when the carrying amount of goodwill exceeds its implied fair value.  

 

AsDuring the third quarter of September 30, 2019, 2020, the Company assessed its goodwill for impairment. The Company performed an assessment of the criteria included in ASC 350 and, based on such assessment, the Company concluded that the goodwill of the Company’s market capitalization was above book value and there was notwo triggering event that required the Company to assess goodwill for impairment as of an interim date.reporting units is not impaired.

 

 

 

16. Financial Derivatives

 

It is our policy not to speculate on the future direction of interest rates. However, from time to time, we may enter into financial derivatives in order to seek mitigation of exposure to interest rate risks related to our interest-earning assets and interest-bearing liabilities. We believe that these transactions, when properly structured and managed, may provide a hedge against inherent interest rate risk in our assets or liabilities and against risk in specific transactions. In such instances, we may enter into interest rate swap contracts or other types of financial derivatives. Prior to considering any hedging activities, we seek to analyze the costs and benefits of the hedge in comparison to other viable alternative strategies. All hedges must be approved by the Bank’s Investment Committee.

 

The Company follows ASC Topic 815 that establishes accounting and reporting standards for financial derivatives, including certain financial derivatives embedded in other contracts, and hedging activities. It requires the recognition of all financial derivatives as assets or liabilities in the Company’s Condensed Consolidated Balance Sheets and measurement of those financial derivatives at fair value. The accounting treatment of changes in fair value is dependent upon whether or not a financial derivative is designated as a hedge and, if so, the type of hedge. Fair value is determined using third-party models with observable market data. For derivatives designated as cash flow hedges, changes in fair value are recognized in other comprehensive income and are reclassified to earnings when the hedged transaction is reflected in earnings. For derivatives designated as fair value hedges, changes in the fair value of the derivatives are reflected in current earnings, together with changes in the fair value of the related hedged item if there is a highly effective correlation between changes in the fair value of the interest rate swaps and changes in the fair value of the underlying asset or liability that is intended to be hedged. If there is not a highly effective correlation between changes in the fair value of the interest rate swap and changes in the fair value of the underlying asset or liability that is intended to be hedged, then only the changes in the fair value of the interest rate swaps are reflected in the Company’s Consolidated Financial Statements.

 

The Company offers various interest rate derivative contracts to its customers. When derivative transactions are executed with its customers, the derivative contracts are offset by paired trades with third-party financial institutions including with central counterparties (“CCP”). Certain derivative contracts entered with CCPs are settled-to-market daily to the extent the CCP’s rulebooks legally characterize the variation margin as settlement. Derivative contracts are intended to allow borrowers to lock in attractive intermediate and long-term fixed rate financing while not increasing the interest rate risk to the Company. These transactions are generally not linked to specific Company assets or liabilities on the Condensed Consolidated Balance Sheets or to forecasted transactions in a hedging relationship and, therefore, are economic hedges. The contracts are marked to market at each reporting period. The changes in fair values of the derivative contracts traded with third-party financial institutions are expected to be largely comparable to the changes in fair values of the derivative transactions executed with customers throughout the terms of these contracts, except for the credit valuation adjustment component.  The Company records credit valuation adjustments on derivatives to properly reflect the variances of credit worthiness between the Company and the counterparties, considering the effects of enforceable master netting agreements and collateral arrangements.

 

36
37

 

In May 2014, the Bancorp entered into interest rate swap contracts in the notional amount of $119.1 million for a period of tenyears. The objective of these interest rate swap contracts, which were designated as hedging instruments in cash flow hedges, was to hedge the quarterly interest payments on the Bancorp’s $119.1 million of Junior Subordinated Debentures that had been issued to five trusts, throughout the ten-year period beginning in June 2014 and ending in June 2024, from the risk of variability of these payments resulting from changes in the three-month LIBOR interest rate. The Bancorp pays a weighted average fixed interest rate of 2.61% and receives a variable interest rate of the three-month LIBOR at a weighted average rate of 2.37%. The notional amount of cash flow interest rate swaps was $119.1 million as of both September 30, 2019 and December 31, 2018, and their unrealized loss of $4.4 million and $241 thousand, net of taxes, was included in other comprehensive income as of September 30, 2019 and December 31, 2018, respectively. The amount of periodic net settlement of interest rate swaps included in interest expense was $78 thousand and $83 thousand for the three months ended September 30, 2019 and 2018, respectively. The amount of periodic net settlement of interest rate swaps included in interest expense was a net interest expense of $41 thousand and a net interest expense of $480 thousand for the nine months ended September 30, 2019 and 2018, respectively. As of September 30, 2019,2020, and 2018,2019, the ineffective portion of these interest rate swaps was not significant. The notional amount and net unrealized loss of the Company’s cash flow derivative financial instruments as of September 30, 2020, and December 31, 2019, were as follows:

  

September 30, 2020

  

December 31, 2019

 

Cash flow swap hedges:

 

($ in thousands)

 

Notional

 $119,136  $119,136 

Weighted average fixed rate-pay

  2.61%  2.61%

Weighted average variable rate-receive

  0.51%  2.26%
         

Unrealized loss, net of taxes (1)

 $(7,393) $(3,412)

  

Three months ended

  

Nine months ended

 
  

September 30, 2020

  

September 30, 2019

  

September 30, 2020

  

September 30, 2019

 

Periodic net settlement of swaps (2)

 $702  $78  $1,471  $41 

(1)-Included in other comprehensive income.

(2)-the amount of periodic net settlement of interest rate swaps was included in interest expense.

 

As of September 30, 2019,2020, the Bank’s outstanding interest rate swap contracts had a notional amount of $584.0$494.9 million for various terms from threeto tenyears. The Bank entered into these interest rate swap contracts that are matched to individual fixed-rate commercial real estate loans in the Bank’s loan portfolio. These contracts have been designated as hedging instruments to hedge the risk of changes in the fair value of the underlying commercial real estate loans due to changes in interest rates. The swap contracts are structured so that the notional amounts reduce over time to match the contractual amortization of the underlying loan and allow prepayments with the same pre-payment penalty amounts as the related loan. The Bank pays a weighted average fixed rate of 4.71% and receives a variable rate of the one-month LIBOR rate plus a weighted average spread of 261 basis points, or at a weighted average rate of 5.01%. As of September 30, 2019,2020, and December 31, 2018, the notional amount of fair value interest rate swaps was $584.0 million and $613.4 million, respectively, with net unrealized losses of $9.8 million and net unrealized gains of $6.6 million, respectively, included in other non-interest income. The amount of periodic net settlement of interest rate swaps increased interest income by $205 thousand and $96 thousand for the three months ended September 30, 2019,and 2018, respectively. The amount of periodic net settlement of interest rate swaps increased interest income by $1.4 million and decreased interest income by $132 thousand for the nine months ended September 30, 2019 and 2018, respectively. As of September 30, 2019, and 2018, the ineffective portion of these interest rate swaps was not significant. The notional amount and net unrealized loss of the Company’s fair value derivative financial instruments as of September 30, 2020, and December 31, 2019, were as follows:

  

September 30, 2020

  

December 31, 2019

 

Fair value swap hedges:

 

($ in thousands)

 

Notional

 $494,932  $579,584 

Weighted average fixed rate-pay

  4.57%  4.71%

Weighted average variable rate spread

  1.90%  2.62%

Weighted average variable rate-receive

  3.27%  4.87%
         

Net unrealized loss (1)

 $(17,037) $(7,205)

  

Three months ended

 

Nine months ended

  

September 30, 2020

September 30, 2019

 

September 30, 2020

September 30, 2019

Periodic net settlement of SWAPs (2)

 

$ (2,510)

$ 205

 

$ (5,307)

$ 1,352

(1)-the amount is included in other non-interest income.

(2)-the amount of periodic net settlement of interest rate swaps was included in interest income.

The Company has designated as a partial-term hedging election $25.0 million of a pool of loans with a notational value of $44.7 million as of September 30, 2020. The loans are not expected to be affected by prepayment, defaults, or other factors affecting the timing and amount of cash flows under the last-of-layer method. The Company has entered into a pay-fixed and receive 1-Month LIBOR interest rate swap to convert the last-of-layer $25.0 million portion of a $44.7 million fixed rate loan tranche in order to reduce the Company’s exposure to higher interest rates for the last-of-layer tranche. As of September 30, 2020, the last-of-layer loan tranche had a fair value basis adjustment of $397 thousand. The interest rate swap converts this last-of-layer tranche into a floating rate instrument. The Company’s risk management objective with respect to this last-of-layer interest rate swap is to reduce interest rate exposure as to the last-of-layer tranche.

 

Interest rate swap contracts involve the risk of dealing with institutional derivative counterparties and their ability to meet contractual terms. Institutional counterparties must have a strong credit profile and be approved by the Company’s Board of Directors. The Company’s credit exposure on interest rate swaps is limited to the net favorable value and interest payments of all swaps by each counterparty. Credit exposure may be reduced by the amount of collateral pledged by the counterparty. The Bancorp’s interest rate swaps have been assigned by the counterparties to a derivative clearing organization and daily margin is indirectly maintained with the derivative clearing organization. Cash posted as collateral by the Bancorp related to derivative contracts totaled $9.1$13.2 million as of September 30, 20192020 and $1.8$7.1 million as of December 31, 2018.2019.

 

The Company from time to time enters into foreign exchange forward contracts with various counterparties to mitigate the risk of fluctuations in foreign currency exchange rates for foreign exchange certificates of deposit or foreign exchange contracts entered into with our clients. These contracts are not designated as hedging instruments and are recorded at fair value in our Condensed Consolidated Balance Sheets. Changes in the fair value of these contracts as well as the related foreign exchange certificates of deposit and foreign exchange contracts are recognized immediately in net income as a component of non-interest income. Period end gross positive fair values are recorded in other assets and gross negative fair values are recorded in other liabilities. AsThe notional amount and fair value of the Company’s derivative financial instruments not designated as hedging instruments as of September 30, 2019,2020, the notional amount of option contracts totaled $1.2 million with a net negative fair value of $6 thousand. As of September 30, 2019, spot, forward, and swap contracts in the total notional amount of $71.0 million had a positive fair value of $965 thousand. Spot, forward, and swap contracts in the total notional amount of $121.8 million had a negative fair value of $2.4 million at September 30, 2019. As of December 31, 2018,2019, the notional amount of option contracts totaled $1.2 million with a net negative fair value of $6 thousand. As of December 31, 2018, spot, forward, and swap contracts in the total notional amount of $86.9 million had a positive fair value of $397 thousand. Spot, forward, and swap contracts in the total notional amount of $95.0 million had a negative fair value of $1.8 million at December 31, 2018.were as follows:

 

 

September 30, 2020

  

December 31, 2019

 

Derivative financial instruments not designated as hedging instruments:

 

($ in thousands)

 

Notional amounts:

        

Option contracts

 $850  $908 

Spot, forward, and swap contracts with positive fair value

 $107,071  $146,397 

Spot, forward, and swap contracts with negative fair value

 $160,489  $127,003 

Fair value:

        

Option contracts

 $(6) $(7)

Spot, forward, and swap contracts with positive fair value

 $3,236  $2,411 

Spot, forward, and swap contracts with negative fair value

 $(1,592) $(1,415)

 

37

39

 

 

17. Balance Sheet Offsetting

 

Certain financial instruments, including resell and repurchase agreements, securities lending arrangements and derivatives, may be eligible for offset in the Condensed Consolidated Balance Sheets and/or subject to master netting arrangements or similar agreements. The Company’s securities sold with agreements to repurchase and derivative transactions with upstream financial institution counterparties are generally executed under International Swaps and Derivative Association master agreements that include “right of set-off” provisions. In such cases, there is generally a legally enforceable right to offset recognized amounts and there may be an intention to settle such amounts on a net basis. Nonetheless, the Company does not generally offset such financial instruments for financial reporting purposes.

 

Financial instruments that are eligible for offset in the Condensed Consolidated Balance Sheets, as of September 30, 2019,2020, and December 31, 2018,2019, are set forth in the following table:

 

             

Gross Amounts Not Offset in the

              

Gross Amounts Not Offset in the
Balance Sheet

 
 Balance Sheet  
 

Gross

Amounts

Recognized

  

Gross Amounts

Offset in the

Balance Sheet

  

Net Amounts

Presented in the

Balance Sheet

  

Financial

Instruments

  

Collateral

Posted

  

Net Amount

  

Gross

Amounts

Recognized

  

Gross Amounts

Offset in the

Balance Sheet

  

Net Amounts

Presented in the

Balance Sheet

  

Financial

Instruments

  

Collateral

Posted

  

Net Amount

 

 

(In thousands)

 
September 30, 2019   

September 30, 2020

 

(In thousands)

 

Assets:

                                                

Derivatives

 $1,697  $  $1,697  $  $  $1,697  $3,992  $  $3,992  $  $0  $3,992 
  

Liabilities:

                                                

Derivatives

 $17,734  $  $17,734  $  $(22,198) $(4,464) $31,525  $(20,247) $11,278  $  $0  $11,278 
  

December 31, 2018

                        

December 31, 2019

                        

Assets:

                                                

Derivatives

 $7,810  $  $7,810  $  $  $7,810  $2,181  $  $2,181  $  $0  $2,181 
  

Liabilities:

                                                

Derivatives

 $1,543  $  $1,543  $  $(1,543) $  $14,229  $  $14,229  $  $(14,229) $ 

 

 

18. Revenue from Contracts with Customers

 

On January 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers - Topic 606 and all subsequent ASUs that modified ASC 606, Revenue from Contracts with Customers. The Company adopted ASC 606 using the modified retrospective method applied to those contracts that were not completed as of January 1, 2018. The new standard did not materially impact the timing or measurement of the Company’s revenue recognition as it is consistent with the Company’s existing accounting for contracts within the scope of the new standard. There was no cumulative effect adjustment to retained earnings as a result of adopting this new standard.

38

The following is a summary of revenue from contracts with customers that are in-scope and not in-scope under ASC 606:606, Revenue from Contracts with Customers:

 

 

Three months Ended September 30,

 

Nine months Ended September 30,

  

Three months Ended September 30,

 

Nine months Ended September 30,

 
 

2019

  

2018

  

2019

  

2018

  

2020

  

2019

  

2020

  

2019

 
 

(In thousands)

  

(In thousands)

     

Non-interest income, in-scope:

                                

Fees and service charges on deposit accounts

 $1,892  $2,027  $5,940  $6,421  $2,018  $1,892  $5,945  $5,940 

Wealth management fees

 2,049  1,528  6,258  4,252  2,628  2,049  7,974  6,258 

Other service fees(1)

  3,645   3,376   10,593   10,140   3,676   3,645   10,038   10,593 

Total noninterest income

 7,586  6,931  22,791  20,813  8,322  7,586  23,957  22,791 
  

Noninterest income, not in-scope(2)

  2,802   904   13,312   99   1,655   2,802   7,412   13,312 

Total noninterest income

 $10,388  $7,835  $36,103  $20,912  $9,977  $10,388  $31,369  $36,103 

 

(1) Other service fees comprise of fees related to letters of credit, wire fees, fees on foreign exchange transactions and other immaterial individual revenue streams.

(2) These amounts primarily represent revenue from contracts with customers that are out of the scope of ASC 606.

 

The major revenue streams by fee type that are within the scope of ASC 606 presented in the above tables are described in additional detail below:

 

Fees and Services Charges on Deposit Accounts

 

Fees and service charges on deposit accounts include charges for analysis, overdraft, cash checking, ATM, and safe deposit activities executed by our deposit clients, as well as interchange income earned through card payment networks for the acceptance of card based transactions. Fees earned from our deposit clients are governed by contracts that provide for overall custody and access to deposited funds and other related services and can be terminated at will by either party. Fees received from deposit clients for the various deposit activities are recognized as revenue by the Company once the performance obligations are met. The adoption of ASU 2014-09 had no impact to the recognition of fees and service charges on deposit accounts.

 

Wealth Management Fees

 

The Company employs financial consultants to provide investment planning services for customers including wealth management services, asset allocation strategies, portfolio analysis and monitoring, investment strategies, and risk management strategies. The fees the Company earns are variable and are generally received monthly by the Company. The Company recognizes revenue for the services performed at quarter end based on actual transaction details received from the broker dealer the Company engages.

 

Practical Expedients and Exemptions

 

The Company applies the practical expedient in ASC 606-10-50-14 and does not disclose the value of unsatisfied performance obligations as the Company’s contracts with customers generally have a term that is less than one year, are open-ended with a cancellation period that is less than one year, or allow the Company to recognize revenue in the amount to which the Company has the right to invoice.

 

39

In addition, given the short term nature of the contracts, the Company also applies the practical expedient in ASC 606-10-32-18 and does not adjust the consideration from customers for the effects of a significant financing component, if at contract inception the period between when the entity transfers the goods or services and when the customer pays for that good or service is one year or less.

 

 

19. Stockholders’ Equity

 

Total equity was $2.25$2.37 billion as of September 30, 2019,2020, an increase of $124.0$80.4 million, from $2.12$2.29 billion as of December 31, 2018,2019, primarily due to net income of $211.8$158.0 million, increases in other comprehensive income of $17.2$4.1 million, and proceeds from dividend reinvestment of $2.5$2.6 million, and partially offset by common stock cash dividends of $74.4$74.0 million and repurchases of the Company’s common stock of $36.3$12.9 million.

 

Activity in accumulated other comprehensive income, net of tax, and reclassification out of accumulated other comprehensive income for the three months and nine months ended September 30, 2019,2020, and September 30, 2018,2019, was as follows:

 

 

Three months ended September 30, 2019

  

Three months ended September 30, 2018

 
 

Pre-tax

  

Tax expense/

(benefit)

  

Net-of-tax

  

Pre-tax

  

Tax expense/

(benefit)

  

Net-of-tax

  

Three months ended September 30, 2020

  

Three months ended September 30, 2019

 

 

(In thousands)

  

Pre-tax

  

Tax expense/ (benefit)

  

Net-of-tax

  

Pre-tax

  

Tax expense/ (benefit)

  

Net-of-tax

 
Beginning balance, gain/(loss), net of tax    

(In thousands)

 

Securities available-for-sale

Securities available-for-sale

    $2,209       $(24,084)

Securities available-for-sale

    $16,278       $2,209 

Cash flow hedge derivatives

Cash flow hedge derivatives

     (3,567)       1,163 

Cash flow hedge derivatives

     (7,925)       (3,567)

Total

         $(1,358)         $(22,921)         $8,353          $(1,358)
              

Net unrealized gains/(losses) arising during the period

            

Net unrealized (losses)/gains arising during the period

                        

Securities available-for-sale

 $1,750  $517  $1,233  $(3,603) $(1,065) $(2,538) $(3,543) $(1,047) $(2,496) $1,750  $517  $1,233 

Cash flow hedge derivatives

  (1,126)  (333)  (793)  2,365   699   1,666   755   223   532   (1,126)  (333)  (793)

Total

 $624  $184  $440  $(1,238) $(366) $(872) $(2,788) $(824) $(1,964) $624  $184  $440 
              

Reclassification adjustment for net losses in net income

            

Reclassification adjustment for net (gains)/losses in net income

                      

Securities available-for-sale

 121  36  85  14  4  10  0  0  0  121  36  85 

Cash flow hedge derivatives

                    0   0   0   0   0   0 

Total

  121   36   85   14   4   10   0   0   0   121   36   85 
              

Total other comprehensive income/(loss)

            

Total other comprehensive (loss)/income

                        

Securities available-for-sale

 $1,871  $553  $1,318  $(3,589) $(1,061) $(2,528) $(3,543) $(1,047) $(2,496) $1,871  $553  $1,318 

Cash flow hedge derivatives

  (1,126)  (333)  (793)  2,365   699   1,666   755   223   532   (1,126)  (333)  (793)

Total

 $745  $220  $525  $(1,224) $(362) $(862) $(2,788) $(824) $(1,964) $745  $220  $525 
              

Ending balance, gain/(loss), net of tax

                                    

Securities available-for-sale

Securities available-for-sale

    $3,527       $(26,612)

Securities available-for-sale

    $13,782       $3,527 

Cash flow hedge derivatives

Cash flow hedge derivatives

     (4,360)       2,829 

Cash flow hedge derivatives

     (7,393)       (4,360)

Total

         $(833)         $(23,783)         $6,389          $(833)

 

  

Nine months ended September 30, 2020

  

Nine months ended September 30, 2019

 
  

Pre-tax

  

Tax expense/ (benefit)

  

Net-of-tax

  

Pre-tax

  

Tax expense/ (benefit)

  

Net-of-tax

 

Beginning balance, gain/(loss), net of tax

 

(In thousands)

 

Securities available-for-sale

      $5,714          $(17,765)

Cash flow hedge derivatives

       (3,412)          (241)

Total

         $2,302          $(18,006)
                         

Net unrealized gains/(losses) arising during the period

                        

Securities available-for-sale

 $12,607  $3,727  $8,880  $30,119  $8,903  $21,216 

Cash flow hedge derivatives

  (5,652)  (1,671)  (3,981)  (5,848)  (1,729)  (4,119)

Total

 $6,955  $2,056  $4,899  $24,271  $7,174  $17,097 
                         

Reclassification adjustment for net (gains)/losses in net income

                       

Securities available-for-sale

  (1,153)  (341)  (812)  108   32   76 

Cash flow hedge derivatives

  0   0   0   0   0   0 

Total

  (1,153)  (341)  (812)  108   32   76 
                         

Total other comprehensive income/(loss)

                        

Securities available-for-sale

 $11,454  $3,386  $8,068  $30,227  $8,935  $21,292 

Cash flow hedge derivatives

  (5,652)  (1,671)  (3,981)  (5,848)  (1,729)  (4,119)

Total

 $5,802  $1,715  $4,087  $24,379  $7,206  $17,173 
                         

Ending balance, gain/(loss), net of tax

                        

Securities available-for-sale

      $13,782          $3,527 

Cash flow hedge derivatives

       (7,393)          (4,360)

Total

         $6,389          $(833)

 

  

Nine months ended September 30, 2019

  

Nine months ended September 30, 2018

 
  

Pre-tax

  

Tax expense/

(benefit)

  

Net-of-tax

  

Pre-tax

  

Tax expense/

(benefit)

  

Net-of-tax

 

 

 

(In thousands)

 
Beginning balance, loss, net of tax                     

Securities available-for-sale

      $(17,765)         $(1,060)

Cash flow hedge derivatives

       (241)          (1,451)

Total

         $(18,006)         $(2,511)
                         
Reclassification adjustment for stranded tax effects of Tax Cuts and Jobs Act (1)                        

Securities available-for-sale

 $  $  $  $  $200  $(200)

Cash flow hedge derivatives

              315   (315)

Total

 $  $  $  $  $515  $(515)
                         

Reclassification adjustment for equity securities (2)

                        

Equity securities

 $  $  $  $(12,151) $(3,592) $(8,559)
                         

Net unrealized gains/(losses) arising during the period

                        

Securities available-for-sale

 $30,119  $8,903  $21,216  $(23,854) $(7,051) $(16,803)

Cash flow hedge derivatives

  (5,848)  (1,729)  (4,119)  6,523   1,928   4,595 

Total

 $24,271  $7,174  $17,097  $(17,331) $(5,123) $(12,208)
                         

Reclassification adjustment for net losses in net income

                        

Securities available-for-sale

  108   32   76   14   4   10 

Cash flow hedge derivatives

                  

Total

  108   32   76   14   4   10 
                         

Total other comprehensive income/(loss)

                        

Securities available-for-sale

 $30,227  $8,935  $21,292  $(23,840) $(7,047) $(16,793)

Cash flow hedge derivatives

  (5,848)  (1,729)  (4,119)  6,523   1,928   4,595 

Total

 $24,379  $7,206  $17,173  $(17,317) $(5,119) $(12,198)
                         

Ending balance, gain/(loss), net of tax

                        

Securities available-for-sale

      $3,527          $(26,612)

Cash flow hedge derivatives

       (4,360)          2,829 

Total

         $(833)         $(23,783)

(1

These amounts were recorded as of January 1, 2018 as a result of the adoption of ASU 2018-2.

(2

This amount was recorded as of January 1, 2018 as a result of the adoption of ASU 2016-1.

 

 

20. Stock Repurchase Program

 

In May 2019, the Company completed the October 2018 stock repurchase program with the repurchase of 1,182,060 shares in total for approximately $45.0 million at an average cost of $38.07 per share of the Company’s common stock.

Thereafter, onOn May 7, 2019, the Company announced that its Board of Directors adoptedapproved a new stock repurchase program to buy back up to $50.0 million of the Company’s common stock. As ofIn September 30, 2019,the Company repurchased 741,934 shares for approximately $26.4 million, at an average cost of $35.59 per share and may repurchase up to an additional $23.6 million of its common stock under the May 2019 stock repurchase program. The Company repurchased 400,000 shares for $12.9 million, at an average cost of $32.20 per share under the May 2019 repurchase program in the three months ended March 31, 2020. No shares were repurchased under the may 2019 repurchase program during the three months ended June 30, 2020 and September 30, 2020. As of September 30, 2020, the Company repurchased in the aggregate 1,141,934 shares for $39.3 million, at an average cost of $34.40 per share.

 

 

21. Subsequent Events

 

The Company has evaluated the effect of events that have occurred subsequent to September 30, 2019,2020, through the date of issuance of the Condensed Consolidated Financial Statements, and, based on such evaluation, the Company believes that there have been no material events during such period that would require recognition in the Condensed Consolidated Financial Statements or disclosure in the Notes to the Condensed Consolidated Financial Statements.

 

Between October 30, 2020 and November 4, 2020, the Company repurchased 120,000 shares for $2.9 million at an average cost of $24.19 and $7.8 million remain under the May 2019 stock repurchase program.

 

Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

The following discussion is based on the assumption that the reader has access to and has read the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.2019.

 

Critical Accounting Policies

 

The discussion and analysis of the Company’s financial condition and results of operations are based upon its unaudited Condensed Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these Condensed Consolidated Financial Statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues, and expenses, and related disclosures of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements. Actual results may differ from these estimates under different assumptions or conditions.

 

Critical accounting policies involve significant judgments, assumptions and uncertainties and are essential to understanding the Company’s results of operations and financial condition. Management of the Company considers the following to be critical accounting policies:

 

Accounting for the allowance for loan losses involves significant judgments and assumptions by management, which have a material impact on, among other things, the carrying value of net loans. The judgments and assumptions used by management are based on historical experience and other factors, which are believed to be reasonable under the circumstances as described in “Allowance for Credit Losses” under “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.2019.

Recent Developments: Impact of and Response to COVID-19 Pandemic

The ongoing COVID-19 pandemic has caused significant disruption in the United States and international economies and financial markets. The spread of COVID-19 in the United States has caused illness, quarantines, cancellation of events and travel, business and school shutdowns, reduction in commercial activity and financial transactions, supply chain interruptions, increased unemployment, and overall economic and financial market instability. Many states, including California, New York, Washington, Illinois, Texas, Massachusetts, Nevada and other states in which we have significant operations, have imposed restrictions on leisure, business, commercial and other activities and gatherings to seek to slow the spread of COVID-19.

The onset of the COVID-19 pandemic has significantly heightened the level of challenges, risks and uncertainties facing our Company and its operations, including the following:

Market interest rates have declined significantly and these reductions, especially if prolonged, could adversely affect our net interest income, net interest margin and earnings.

We anticipate a potential slowdown in demand for our products and services, including the demand for traditional loans, although we believe the decline may be partially offset due to the new volume of PPP loans under the CARES Act and other governmental programs established in response to the pandemic.

The inability of our customers to meet their loan commitments due to job and other losses resulting from the pandemic could result in increased risk of delinquencies, defaults, foreclosures, and declining collateral values, resulting in losses to our Company.

The COVID-19 pandemic restrictions have created significant volatility and disruption in the financial markets, and these conditions may require us to recognize an elevated level of other than temporary impairments on investment securities in our portfolio as issues of these securities are negatively impacted by the economic slowdown. Declines in fair value of investment securities in our portfolio could also reduce the unrealized gains reported as part of our consolidated comprehensive income (loss).

Additional potential impacts arising from, and our anticipated responses to, the COVID-19 pandemic are set forth below. See also Item 1A Risk Factors.

Financial position and results of operations

Our financial position and results of operations as of and for the nine months ended September 30, 2020 have been significantly impacted by the COVID-19 pandemic. The economic environment and uncertainty related to the pandemic, higher specific reserves for impaired loans and net charge-offs of $3.1 million during the third quarter contributed to a $62.5 million provision for credit losses recognized during the nine months ended September 30, 2020. While we have not yet experienced significant write-offs related to the COVID-19 pandemic as of September 30, 2020, the continued uncertainty regarding the severity and duration of the pandemic and related economic effects will continue to affect our estimate of our allowance for credit losses and resulting provision for credit losses. To the extent the impact of the pandemic is prolonged and economic conditions worsen or persist longer than forecast, such estimates may be insufficient and change significantly in the future. Our interest income may also be negatively impacted in future periods as we continue to work with our affected borrowers to defer payments, interest, and fees. Additionally, net interest margin may be reduced generally as a result of the low rate environment. These uncertainties and the economic environment will continue to affect earnings, slow growth, and may result in deterioration of asset quality in our loan and investment portfolios.

The below table details our exposure to borrowers in industries generally considered to be the most impacted by the COVID-19 pandemic:

September 30, 2020

 

Industry (1)

 

Loan Balance

  

Percent of Total
Loan Portfolio

 
  

($ in millions)

 

Restaurants

 $166.1   1

%

Hotels/motels

  295.5   2 

Retail businesses/properties

  1,753.0   11 
  $2,214.6   14

%

(1)-Balances capture credit exposures in the business segments that manage the significant majority of industry relationships. Balances consist of commercial real estate secured loans where the collateral consist of restaurants, hotels/motels or have a retail dependency.

While we have not experienced disproportionate impacts among our business segments as of September 30, 2020, borrowers in the industries detailed in the table above (and potentially other industries) could have greater sensitivity to the economic downturn resulting from COVID-19 with potentially longer recovery periods than other business lines.

Loan and lease modifications

We began receiving requests from our borrowers for loan and lease deferrals in March following the onset of the pandemic. Modifications include the deferral of principal payments or the deferral of principal and interest payments for terms generally 90 - 180 days. Requests are evaluated individually, and approved modifications are based on the unique circumstances of each borrower. We are committed to working with our clients to allow time to work through the challenges of this pandemic. At this time, it is uncertain what future impact loan and lease modifications related to COVID-19 difficulties will have on our financial condition, results of operations and reserve for loan and lease losses.

As of September 30, 2020, COVID-19 modifications outstanding include 367, or $180.6 million, in residential mortgage loans, with a weighted average loan to value of 57.9% that represented 4.3% of the total residential mortgage portfolio and 24, or $64.6 million, in commercial loan balances that represented 2.3% of total commercial loans.

The CARES Act permits financial institutions to suspend requirements under GAAP for loan modifications to borrowers affected by COVID-19 and is intended to provide interpretive guidance as to conditions that would constitute a short-term modification that would not meet the definition of a TDR. This includes the following (i) the loan modification is made between March 1, 2020 and the earlier of December 31, 2020 or 60 days after the end of the coronavirus emergency declaration and (ii) the applicable loan was not more than 30 days past due as of December 31, 2019. The Company is applying this guidance to qualifying loan modifications and anticipates that it will continue to experience an increase in short-term modifications.

The following table shows COVID-19 CRE loan and lease modifications outstanding by property type as of September 30, 2020.

Property Type

 

# of Loan Deferrals Approved

  

Balance as of September 30, 2020

  

Total Category Balance

  

Weighted Avg LTV

 
  

($ in millions)

 

Hotel/Motel

  6  $39.1  $295.5   50%

Retail

  23   161.0   1,753.0   52%

Residential

  21   46.4   2,100.4   55%

Warehouse

  3   18.0   900.0   48%

Office & Comm'l Condo

  26   114.8   1,337.3   51%

Theater

        25.0    

Special Use & HK Portfolio

  12   41.0   386.4   49%

Industrial and Multi-Use

  3   5.0   391.8   48%

Restaurant

  1   2.8   166.1    

Other

        103.8    

Total CRE

  95  $428.1  $7,459.3   52%

Paycheck Protection Program (PPP)

As part of the CARES Act, the Small Business Administration (SBA) has been authorized to guarantee loans under the PPP through September 30, 2020 for small businesses who meet the necessary eligibility requirements in order to keep their workers on the payroll. One of the notable features of the PPP is that borrowers are eligible for loan forgiveness if borrowers, among other conditions, maintain their staff and payroll and if loan amounts are used to cover payroll, mortgage interest, rents and utilities payments. These loans have a two to five year term and earn interest at a rate of 1%. We began accepting applications on April 3, 2020. As of September 30, 2020, we had processed 1,437 PPP loans with a current balance of $265.7 million. PPP loans are guaranteed by the SBA and therefore we believe PPP loans generally do not represent a material credit risk.

Capital and liquidity

While we believe we have sufficient capital and do not anticipate any need for additional liquidity as of September 30, 2020, in response to the uncertainty regarding the severity and duration of the COVID-19 pandemic, we are prepared to take additional actions, as needed, to maintain strong capital levels and ensure the strength of our liquidity position. Such actions may include pledging additional collateral to increase our borrowing capacity with the FRB, if necessary. Our Board of Directors also will continue to evaluate the impacts of the COVID-19 pandemic and the appropriateness of declaring future dividends and the rate of any future dividends as well as any stock repurchases, in light of our capital and liquidity needs.

Asset impairment

At this time, as of September 30, 2020, we do not believe there exists any impairment to our goodwill and intangible assets, long-lived assets, right of use assets, or available-for-sale investment securities due to the COVID-19 pandemic. It is uncertain whether prolonged effects of the COVID-19 pandemic will result in future impairment charges related to any of the aforementioned assets. Continued and sustained declines in Bancorp’s stock price and/or other credit related impacts could give rise to triggering events in the future that could result in a write-down in the value of our goodwill, which could have a material adverse impact on our results of operations.

Our processes, controls and business continuity plan

As a financial institution, we are considered an essential business and therefore continue to operate on a modified basis to comply with governmental restrictions and public health authority guidelines. The health and safety of our employees and customers is a major concern to our management. We are continuing to permit employees to work from home when feasible or, if working from one of our locations is required, to maintain appropriate social distancing and observe other health precautions. We have also taken such other actions as social distancing, restrictions on in-person meetings and conferences, Company travel restrictions and increased sanitary protocols. We believe these actions offer the best protection for our employees and customers, and enhance our ability to continue providing our banking services.

Through this time of disruption, we have remained open for business supporting our customers while implementing our business continuity plan to mitigate the risks of the spread of COVID-19 to our employees and customers. While physical access to our bank offices remains restricted, customer business is still being transacted through drive-up facilities, online, telephone or by appointment.

We believe that we are positioned to continue these business continuity measures for the foreseeable future, however, no assurances can be provided as these circumstances may change depending on the duration and severity of the pandemic.

 

Highlights

 

 

Total loans, including loans held for sale, increased $171.8 million, or 4.9% annualized, to $14.8 billion forThe net interest margin of 3.02% during the quarter.third quarter of 2020 is unchanged from the second quarter of 2020.

 

Total deposits increased $295.3The provision for loan losses decreased to $12.5 million or 8.6% annualized, to $14.7 billion for the quarter.third quarter of 2020 compared to $25.0 million for the second quarter of 2020.

 

Quarterly Statement of Operations Review

 

Net Income

 

Net income for the quarter ended September 30, 2019,2020, was $72.8$56.8 million, an increasea decrease of $3.0$16.0 million, or 4.3%22.0%, compared to net income of $69.8$72.8 million for the same quarter a year ago. Diluted earnings per share for the quarter ended September 30, 20192020 was $0.91$0.71 compared to $0.85$0.91 for the same quarter a year ago.

 

Return on average stockholders’ equity was 12.98%9.53% and return on average assets was 1.65%1.18% for the quarter ended September 30, 2019,2020, compared to a return on average stockholders’ equity of 13.19%12.98% and a return on average assets of 1.72%1.65% for the same quarter a year ago.

 

Financial Performance

 

 

Three months ended

  

Three months ended

 
 

September 30, 2019

  

September 30, 2018

  

September 30, 2020

 

September 30, 2019

 

Net income (in millions)

 $72.8  $69.8  $56.8  $72.8 

Basic earnings per common share

 $0.91  $0.86  $0.71  $0.91 

Diluted earnings per common share

 $0.91  $0.85  $0.71  $0.91 

Return on average assets

 1.65% 1.72% 1.18% 1.65%

Return on average total stockholders' equity

 12.98% 13.19% 9.53% 12.98%

Efficiency ratio

 41.67% 43.14% 51.53% 41.67%

 

Net Interest Income Before Provision for Credit Losses

 

Net interest income before provision for credit losses increased $1.9decreased $9.5 million, or 1.3%6.5%, to $147.0$137.5 million during the third quarter of 2019,2020, compared to $145.1$147.0 million during the same quarter a year ago. The increasedecrease was due primarily to a $3.1 million increasedecrease in interest recoveriesincome from loans and prepayment penalties, offset in part by an increase in interest expense from time deposits.securities.

 

The net interest margin was 3.02% for the third quarter of 2020 compared to 3.56% for the third quarter of 2019 compared to 3.83% for the third quarter of 2018 and 3.58%3.02% for the second quarter of 2019.2020.

 

For the third quarter of 2020, the yield on average interest-earning assets was 3.78%, the cost of funds on average interest-bearing liabilities was 1.04%, and the cost of interest-bearing deposits was 0.99%. In comparison, for the third quarter of 2019, the yield on average interest-earning assets was 4.80%, the cost of funds on average interest-bearing liabilities was 1.65%, and the cost of interest-bearing deposits was 1.60%. In comparison, for the third quarter of 2018, the yield on average interest-earning assets was 4.67%, the cost of funds on average interest-bearing liabilities was 1.15%, and the cost of interest-bearing deposits was 1.05%. The increasedecrease in the yield on average interest-earning assets resulted primarilymainly from the higher interest recoveries and prepayment penalties discussed above.lower rates on loans. The net interest spread, defined as the difference between the yield on average interest-earning assets and the cost of funds on average interest-bearing liabilities, was 3.15%2.74% for the quarter ended September 30, 2019,2020, compared to 3.52%3.15% for the same quarter a year ago.

 

 

The following table sets forth information concerning average interest-earning assets, average interest-bearing liabilities, and the average yields and rates paid on those assets and liabilities for the three months ended September 30, 2019,2020, and 2018.2019. Average outstanding amounts included in the table are daily averages.

 

 

Interest-Earning Assets and Interest-Bearing Liabilities

  

Interest-Earning Assets and Interest-Bearing Liabilities

 
 

Three months ended September 30,

  

Three months ended September 30,

 
 

2019

  

2018

  

2020

  

2019

 
     

Interest

 

Average

     

Interest

 

Average

      

Interest

 

Average

     

Interest

 

Average

 
 

Average

 

Income/

 

Yield/

 

Average

 

Income/

 

Yield/

  

Average

 

Income/

 

Yield/

 

Average

 

Income/

 

Yield/

 
 

Balance

  

Expense

  

Rate (1)(2)

  

Balance

  

Expense

  

Rate (1)(2)

  

Balance

  

Expense

  

Rate (1)(2)

  

Balance

  

Expense

  

Rate (1)(2)

 
 

(Dollars in thousands)

  

(Dollars in thousands)

 

Interest-earning assets:

                                                

Total loans and leases (1)

 $14,662,847  $187,827  5.08% $13,434,018  $168,179  4.97% $15,592,536  $167,556  4.28% $14,662,847  $187,827  5.08%

Investment securities

 1,498,569  8,687  2.30  1,399,031  7,546  2.14  1,145,092  4,115  1.43  1,498,569  8,687  2.30 

Federal Home Loan Bank stock

 17,250  301  6.92  17,250  303  6.95  17,250  216  4.99  17,250  301  6.92 

Interest-bearing deposits

  188,772   1,016   2.14   178,434   838   1.86   1,385,535   347   0.10   188,772   1,016   2.14 

Total interest-earning assets

  16,367,438   197,831   4.80   15,028,733   176,866   4.67   18,140,413   172,234   3.78   16,367,438   197,831   4.80 

Non-interest earning assets:

                                                

Cash and due from banks

 204,974       196,693       136,671       204,974      

Other non-earning assets

  1,037,937        1,036,279        1,064,371         1,037,937       

Total non-interest earning assets

 1,242,911       1,232,972       1,201,042       1,242,911      

Less: Allowance for loan losses

 (125,399)      (124,579)      (172,225)      (125,399)     

Deferred loan fees

  (1,574)       (2,777)       (5,010)         (1,574)       

Total assets

 $17,483,376          $16,134,349          $19,164,220          $17,483,376         
  

Interest-bearing liabilities:

                                                

Interest-bearing demand accounts

 $1,281,629  $589  0.18% $1,396,436  $694  0.20% $1,695,882  $724  0.17% $1,281,629  $589  0.18%

Money market accounts

 2,028,039  5,684  1.11  2,234,139  4,435  0.79  3,119,091  4,833  0.62  2,028,039  5,684  1.11 

Savings accounts

 726,763  354  0.19  780,412  345  0.18  766,521  204  0.11  726,763  354  0.19 

Time deposits

  7,623,238   40,378   2.10   5,997,268   22,135   1.46   7,281,403   26,247   1.43   7,623,238   40,378   2.10 

Total interest-bearing deposits

  11,659,669   47,005   1.60   10,408,255   27,609   1.05   12,862,897   32,008   0.99   11,659,669   47,005   1.60 
  

Securities sold under agreements to repurchase

       16,304  124  3.02 

Other borrowings

 362,698  1,878  2.05  307,298  1,829  2.36  263,306  1,266  1.91  362,698  1,878  2.05 

Long-term debt

  165,023   1,948   4.68   194,136   2,220   4.54   119,136   1,456   4.86   165,023   1,948   4.68 

Total interest-bearing liabilities

  12,187,390   50,831   1.65   10,925,993   31,782   1.15   13,245,339   34,730   1.04   12,187,390   50,831   1.65 
  

Non-interest bearing liabilities:

                                                

Demand deposit

 2,805,582       2,877,646      

Demand deposits

 3,301,253       2,805,582      

Other liabilities

 263,813       232,924       246,811       263,813      

Total equity

  2,226,591        2,097,786        2,370,817          2,226,591        

Total liabilities and equity

 $17,483,376          $16,134,349          $19,164,220          $17,483,376         
  

Net interest spread

       3.15%       3.52%        2.74%        3.15%

Net interest income

    $147,000       $145,084        $137,504        $147,000    

Net interest margin

       3.56%       3.83%        3.02%        3.56%
 

(1) Yields and amounts of interest earned include loan fees. Non-accrual loans are included in the average balance.

(2) Calculated by dividing net interest income by average outstanding interest-earning assets.

The following table summarizes the changes in interest income and interest expense attributable to changes in volume and changes in interest rates for the three months ended September 30, 2020 and 2019:

Taxable-Equivalent Net Interest Income — Changes Due to Volume and Rate(1)

  

Three months ended September 30,

2020-2019

Increase/(Decrease) in

Net Interest Income Due to:

 
  

Changes in Volume

  

Changes in Rate

  

Total Change

 
  

(In thousands)

 

Interest-earning assets:

            

Loans and leases

 $11,100  $(31,371) $(20,271)

Investment securities

  (1,756)  (2,816)  (4,572)

Federal Home Loan Bank stock

     (85)  (85)

Deposits with other banks

  1,089   (1,758)  (669)

Total changes in interest income

  10,433   (36,030)  (25,597)
             

Interest-bearing liabilities:

            

Interest-bearing demand accounts

  178   (42)  136 

Money market accounts

  2,283   (3,134)  (851)

Savings accounts

  18   (168)  (150)

Time deposits

  (1,748)  (12,383)  (14,131)

Other borrowed funds

  (489)  (123)  (612)

Long-term debt

  (562)  70   (492)

Total changes in interest expense

  (320)  (15,780)  (16,100)

Changes in net interest income

 $10,753  $(20,250) $(9,497)

 

(1)

Changes in interest income and interest expense attributable to changes in both volume and rate have been allocated proportionately to changes due to volume and changes due to rate.

Provision/(reversal) for credit losses

Based on a review of the appropriateness of the allowance for loan losses at September 30, 2020, the Company recorded a provision for credit losses of $12.5 million in third quarter of 2020 compared to a reversal for credit losses of $2.0 million in the third quarter of 2019. The provision for credit losses is primarily a result of the economic deterioration of the global economy resulting from the COVID-19 pandemic. While we took steps to incorporate the impact of the COVID-19 pandemic on the economic forecast and other factors utilized to determine our allowance for credit losses, if the economic forecast or other factors worsen relative to the assumptions we utilized, our allowance for credit losses will increase accordingly in future periods. The following table summarizes the charge-offs and recoveries for the periods indicated:

  

Three months ended September 30,

  

Nine months ended September 30,

 
  

2020

  

2019

  

2020

  

2019

 
  

(In thousands)

 

Charge-offs:

                

Commercial loans

 $6,956  $3,356  $13,383  $6,300 

Total charge-offs

  6,956   3,356   13,383   6,300 

Recoveries:

                

Commercial loans

  3,796   212   6,354   1,609 

Construction loans

     3,378      4,612 

Real estate loans (1)

  110   5,023   435   5,596 

Total recoveries

  3,906   8,613   6,789   11,817 

Net charge-offs/(recoveries)

 $3,050  $(5,257) $6,594  $(5,517)

(1)

Real estate loans include commercial mortgage loans, residential mortgage loans, and equity lines.

Non-Interest Income

Non-interest income, which includes revenues from depository service fees, letters of credit commissions, equity securities gains (losses), wire transfer fees, and other sources of fee income, was $10.0 million for the third quarter of 2020, a decrease of $0.4 million, or 3.8%, compared to $10.4 million for the third quarter of 2019. The decrease was primarily due to a $2.0 million decrease in net gains from equity securities, and a decrease of $0.7 million from gain on sale of loans, offset in part by a $1.4 million increase in gain on low income housing investments, and a $0.6 million increase in wealth management fees, when compared to the same quarter a year ago.

Non-Interest Expense

Non-interest expense increased $10.4 million, or 15.9%, to $76.0 million in the third quarter of 2020, compared to $65.6 million in the same quarter a year ago. The increase was primarily due to an increase of $9.2 million in amortization expense of investments in low-income housing and alternative energy partnerships, an increase of $1.4 million in salaries and employee benefits and an increase of $1.0 million in provision for unfunded commitments offset, in part, by a decrease of $1.3 million in marketing expense, when compared to the same quarter a year ago. The efficiency ratio was 51.5% in the third quarter of 2020 compared to 41.7% for the same quarter a year ago.

Income Taxes

The effective tax rate for the third quarter of 2020 was 3.7% compared to 22.4% for the third quarter of 2019. The effective tax rate was lower in 2020 due to the impact of higher tax credits from low-income housing and alternative energy investment tax credits.

Year-to-DateStatement of Operations Review

Net income for the nine months ended September 30, 2020, was $158.0 million, a decrease of $53.8 million, or 25.4%, compared to net income of $211.8 million for the same period a year ago. Diluted earnings per share was $1.98 compared to $2.64 per share for the same period a year ago. The net interest margin for the nine months ended September 30, 2020, was 3.12% compared to 3.61% for the same period a year ago.

Return on average stockholders’ equity was 8.99% and return on average assets was 1.13% for the nine months ended September 30, 2020, compared to a return on average stockholders’ equity of 12.94% and a return on average assets of 1.65% for the same period a year ago. The efficiency ratio for the nine months ended September 30, 2020, was 46.98% compared to 43.87% for the same period a year ago.

The following table sets forth information concerning average interest-earning assets, average interest-bearing liabilities, and the average yields and rates paid on those assets and liabilities for the nine months ended September 30, 2020, and 2019. Average outstanding amounts included in the table are daily averages.

  

Interest-Earning Assets and Interest-Bearing Liabilities

 
  

Nine months ended September 30,

 
  

2020

  

2019

 
      

Interest

  

Average

      

Interest

  

Average

 
  

Average

  

Income/

  

Yield/

  

Average

  

Income/

  

Yield/

 
  

Balance

  

Expense

  

Rate (1)(2)

  

Balance

  

Expense

  

Rate (1)(2)

 
  

(Dollars in thousands)

 

Interest-earning assets:

                        

Total loans and leases (1)

 $15,477,883  $513,575   4.43% $14,374,397  $548,395   5.10%

Investment securities

  1,263,937   17,130   1.81   1,404,046   24,454   2.33 

Federal Home Loan Bank stock

  17,317   735   5.67   17,268   903   6.99 

Interest-bearing deposits

  894,302   1,538   0.23   245,971   4,289   2.33 

Total interest-earning assets

  17,653,439   532,978   4.03   16,041,682   578,041   4.82 

Non-interest earning assets:

                        

Cash and due from banks

  149,777           198,835         

Other non-earning assets

  1,048,008           1,038,009         

Total non-interest earning assets

  1,197,785           1,236,844         

Less: Allowance for loan losses

  (148,437)          (123,854)        

Deferred loan fees

  (1,787)          (1,476)        

Total assets

 $18,701,000          $17,153,196         
                         

Interest-bearing liabilities:

                        

Interest-bearing demand accounts

 $1,557,371  $2,176   0.19% $1,285,180  $1,773   0.18%

Money market accounts

  2,772,463   16,712   0.81   1,933,898   14,754   1.02 

Savings accounts

  746,870   783   0.14   725,257   1,064   0.20 

Time deposits

  7,463,821   92,213   1.65   7,421,255   113,992   2.05 

Total interest-bearing deposits

  12,540,525   111,884   1.19   11,365,590   131,583   1.55 
                         

Other borrowings

  355,758   4,468   1.68   392,483   6,676   2.27 

Long-term debt

  119,136   4,336   4.86   172,567   6,087   4.72 

Total interest-bearing liabilities

  13,015,419   120,688   1.24   11,930,640   144,346   1.62 
                         

Non-interest bearing liabilities:

                        

Demand deposits

  3,089,578           2,790,367         

Other liabilities

  249,954           244,568         

Total equity

  2,346,049           2,187,621         

Total liabilities and equity

 $18,701,000          $17,153,196         
                         

Net interest spread

          2.79%          3.20%

Net interest income

     $412,290          $433,695     

Net interest margin

          3.12%          3.61%

(1)

Yields and amounts of interest earned include loan fees. Non-accrual loans are included in the average balance.

(2)

Calculated by dividing net interest income by average outstanding interest-earning assets.

 

 

The following table summarizes the changes in interest income and interest expense attributable to changes in volume and changes in interest rates:

 

Taxable-Equivalent Net Interest Income — Changes Due to Volume and Rate(1) 
  Three months ended September 30, 
  2019-2018 
  Increase/(Decrease) in 
  Net Interest Income Due to: 
  

Changes in

Volume

  

Changes in

Rate

  

Total

Change

 
  

(In thousands)

 
Interest-earning assets:            

Loans and leases

 $15,669  $3,979  $19,648 

Investment securities

  556   584   1,140 

Federal Home Loan Bank stock

     (2)  (2)

Deposits with other banks

  51   128   179 

Total changes in interest income

  16,276   4,689   20,965 
             

Interest-bearing liabilities:

            

Interest-bearing demand accounts

  (55)  (50)  (105)

Money market accounts

  (435)  1,683   1,248 

Savings accounts

  (24)  33   9 

Time deposits

  7,004   11,239   18,243 

Securities sold under agreements to repurchase

  (62)  (62)  (124)

Other borrowed funds

  303   (253)  50 

Long-term debt

  (341)  69  $(272)

Total changes in interest expense

  6,390   12,659   19,049 

Changes in net interest income

 $9,886  $(7,970) $1,916 

Taxable-Equivalent Net Interest Income — Changes Due to Volume and Rate(1)

  

Nine months ended September 30,

2020-2019

Increase/(Decrease) in

Net Interest Income Due to:

 
  

Changes in Volume

  

Changes in Rate

  

Total Change

 
  

(In thousands)

 

Interest-earning assets:

            

Loans and leases

 $40,381  $(75,201) $(34,820)

Investment securities

  (2,267)  (5,057)  (7,324)

Federal Home Loan Bank stock

  3   (170)  (167)

Deposits with other banks

  3,728   (6,479)  (2,751)

Total changes in interest income

  41,845   (86,907)  (45,062)
             

Interest-bearing liabilities:

            

Interest-bearing demand accounts

  382   22   404 

Money market accounts

  5,512   (3,555)  1,957 

Savings accounts

  31   (312)  (281)

Time deposits

  656   (22,435)  (21,779)

Other borrowed funds

  (581)  (1,627)  (2,208)

Long-term debt

  (1,935)  183   (1,752)

Total changes in interest expense

  4,065   (27,724)  (23,659)

Changes in net interest income

 $37,780  $(59,183) $(21,403)

 

(1)

Changes in interest income and interest expense attributable to changes in both volume and rate have been allocated proportionately to changes due to volume and changes due to rate.

 

 

Provision/(reversal) for credit losses

The Company recorded a reversal for credit losses of $2.0 million in the third quarter of 2019 compared to a reversal for credit losses of $1.5 million in the third quarter of 2018, based on our management’s review of the appropriateness of the allowance for loan losses at September 30, 2019 and September 30, 2018, respectively. The following table summarizes the charge-offs and recoveries for the periods indicated:

  

Three months ended September 30,

  

Nine months ended September 30,

 
  

2019

  

2018

  

2019

  

2018

 
  

(In thousands)

 

Charge-offs:

                

Commercial loans

 $3,356  $122  $6,300  $629 

Real estate loans (1)

           390 

Total charge-offs

  3,356   122   6,300   1,019 

Recoveries:

                

Commercial loans

  212   187   1,609   1,250 

Construction loans

  3,378   44   4,612   132 

Real estate loans (1)

  5,023   2,949   5,596   4,315 

Total recoveries

  8,613   3,180   11,817   5,697 

Net recoveries

 $(5,257) $(3,058) $(5,517) $(4,678)

(1) 

Real estate loans include commercial mortgage loans, residential mortgage loans, and equity lines.

Non-Interest Income

 

Non-interest income, which includes revenues from depository service fees, letters of credit commissions, equity securities gains (losses), wire transfer fees, and other sources of fee income, was $10.4$31.4 million for the third quarternine months ended September 30, 2020, a decrease of 2019, an increase of $2.6$4.7 million, or 33.3%13.0%, compared to $7.8$36.1 million for the third quarter of 2018.nine months ended September 30, 2019. The increasedecrease was primarily due to a $9.7 million decrease in net gains from equity securities, offset, in part, by an increase of $1.5$2.4 million in gain on low income housing investments, and increase of $1.1 million from the valuationgain on sale of interest rate swap contractsmortgage backed securities and an increase of $0.8$1.7 million from the sale of residential mortgages,wealth management fees when compared to the same quarterperiod a year ago.

 

Non-Interest Expense

 

Non-interest expense decreased $0.4increased $2.3 million, or 0.6%1.1%, to $65.6$208.4 million infor the third quarter of 2019,nine months ended September 30, 2020, compared to $66.0$206.1 million infor the same quarterperiod a year ago. The decreaseincrease was primarily due to a $4.1an increase of $16.1 million decrease in the amortization expense of low incomeinvestments in low-income housing and alternative energy partnerships, which was partially offset, in part, by a $1.4$4.7 million increasedecrease in salarysalaries and employee benefits resulting from lower bonus accruals and an increase in salaries capitalized for loan originations, a decrease of $4.1 million in other real estate owned expense, a decrease of $1.7 million in marketing expense, a decrease of $1.6 million in professional services expense, and a decrease of $1.2 million increase in marketingoccupancy expense, when compared to the same quarterperiod a year ago. The efficiency ratio was 41.7% in the third quarter

 

Income Taxes

 

The effective tax rate for the third quarter of 2019nine months ended September 30, 2020 was 22.4%8.6% compared to 21.1%20.3% for the third quarter of 2018. The income tax expense for the third quarter of 2019 included a $1.4 million adjustment to reflect the impact of the delay in installation of solar systems and $0.8 million adjustment for lower than expected low income housing tax credits.nine months ended September 30, 2019. The effective tax rate for both quarters includeswas lower in 2020 due to the impact of higher tax credits from low-income housing and alternative energy investment tax credits.

Year-to-Date Statement of Operations Review

Net income for the nine months ended September 30, 2019, was $211.8 million, an increase of $4.6 million, or 2.2%, compared to net income of $207.2 million for the same period a year ago. Diluted earnings per share was $2.64 compared to $2.53 per share for the same period a year ago. The net interest margin for the nine months ended September 30, 2019, was 3.61% compared to 3.80% for the same period a year ago.

Return on average stockholders’ equity was 12.94% and return on average assets was 1.65% for the nine months ended September 30, 2019, compared to a return on average stockholders’ equity of 13.56% and a return on average assets of 1.75% for the same period a year ago. The efficiency ratio for the nine months ended September 30, 2019, was 43.87% compared to 43.05% for the same period a year ago.

The following table sets forth information concerning average interest-earning assets, average interest-bearing liabilities, and the average yields and rates paid on those assets and liabilities for the nine months ended September 30, 2019, and 2018. Average outstanding amounts included in the table are daily averages.

  

Interest-Earning Assets and Interest-Bearing Liabilities

 
  

Nine months ended September 30,

 
  

2019

  

2018

 
      

Interest

  

Average

      

Interest

  

Average

 
  

Average

  

Income/

  

Yield/

  

Average

  

Income/

  

Yield/

 
  

Balance

  

Expense

  

Rate (1)(2)

  

Balance

  

Expense

  

Rate (1)(2)

 
  

(Dollars in thousands)

 

Interest-earning assets:

                        

Total loans and leases (1)

 $14,374,397  $548,395   5.10% $13,126,693  $478,128   4.87%

Investment securities

  1,404,046   24,454   2.33   1,357,818   21,212   2.09 

Federal Home Loan Bank stock

  17,268   903   6.99   18,975   1,079   7.60 

Interest-bearing deposits

  245,971   4,289   2.33   281,883   3,667   1.74 

Total interest-earning assets

  16,041,682   578,041   4.82   14,785,369   504,086   4.56 

Non-interest earning assets:

                        

Cash and due from banks

  198,835           209,456         

Other non-earning assets

  1,038,009           996,466         

Total non-interest earning assets

  1,236,844           1,205,922         

Less: Allowance for loan losses

  (123,854)          (123,591)        

Deferred loan fees

  (1,476)          (3,117)        

Total assets

 $17,153,196          $15,864,583         
                         

Interest-bearing liabilities:

                        

Interest-bearing demand accounts

 $1,285,180  $1,773   0.18% $1,394,743  $2,003   0.19%

Money market accounts

  1,933,898   14,754   1.02   2,230,365   11,674   0.70 

Savings accounts

  725,257   1,064   0.20   807,402   1,216   0.20 

Time deposit

  7,421,255   113,992   2.05   5,833,807   56,593   1.30 

Total interest-bearing deposits

  11,365,590   131,583   1.55   10,266,317   71,486   0.93 
                         

Securities sold under agreements to repurchase

           66,300   1,446   2.92 

Other borrowings

  392,483   6,676   2.27   287,771   4,231   1.97 

Long-term debt

  172,567   6,087   4.72   194,136   6,465   4.45 

Total interest-bearing liabilities

  11,930,640   144,346   1.62   10,814,524   83,628   1.03 
                         

Non-interest bearing liabilities:

                        

Demand deposits

  2,790,367           2,796,831         

Other liabilities

  244,568           210,391         

Total equity

  2,187,621           2,042,837         

Total liabilities and equity

 $17,153,196          $15,864,583         
                         

Net interest spread

          3.20%          3.53%

Net interest income

     $433,695          $420,458     

Net interest margin

          3.61%          3.80%

(1) 

Yields and amounts of interest earned include loan fees. Non-accrual loans are included in the average balance.

(2) 

Calculated by dividing net interest income by average outstanding interest-earning assets.

The following table summarizes the changes in interest income and interest expense attributable to changes in volume and changes in interest rates:

Taxable-Equivalent Net Interest Income — Changes Due to Volume and Rate(1) 
  Nine months ended September 30, 
  2019-2018 
  Increase/(Decrease) in 
  Net Interest Income Due to: 
  

Changes in

Volume

  

Changes in

Rate

  

Total

Change

 
  

(In thousands)

 

Interest-earning assets:

            

Loans and leases

 $46,884  $23,383  $70,267 

Investment securities

  741   2,501   3,242 

Federal Home Loan Bank stock

  (93)  (83)  (176)

Deposits with other banks

  (285)  907   622 

Total changes in interest income

  47,247   26,708   73,955 
             

Interest-bearing liabilities:

            

Interest-bearing demand accounts

  (153)  (77)  (230)

Money market accounts

  (914)  3,994   3,080 

Savings accounts

  (121)  (30)  (151)

Time deposits

  18,257   39,141   57,398 

Securities sold under agreements to repurchase

  (723)  (723)  (1,446)

Other borrowed funds

  1,708   736   2,444 

Long-term debt

  (580)  203   (377)

Total changes in interest expense

  17,474   43,244   60,718 

Changes in net interest income

 $29,773  $(16,536) $13,237 

(1) 

Changes in interest income and interest expense attributable to changes in both volume and rate have been allocated proportionately to changes due to volume and changes due to rate.

 

Balance Sheet Review

 

Assets

 

Total assets were $18.0$19.0 billion as of September 30, 2019,2020, an increase of $1.2$0.9 billion, or 7.1%5.0%, from $16.8$18.1 billion as of December 31, 2018,2019, primarily due to an increase in short-term investments and loan growth and increases in investment securities offset in part by decreasesa decrease in short-term investments.investment securities.

 

Securities Available for Sale

 

Securities available-for-sale represented 7.9%5.7% of total assets as of September 30, 2019,2020, compared to 7.4%8.0% of total assets as of December 31, 2018.2019. Securities available-for-sale were $1.4$1.1 billion as of September 30, 2019,2020, compared to $1.2$1.5 billion as of December 31, 2018.2019.

 

The following tables set forth the amortized cost, gross unrealized gains, gross unrealized losses, and fair value of securities available-for-sale as of September 30, 2019,2020, and December 31, 2018:2019:

 

 

September 30, 2019

  

September 30, 2020

 
     

Gross

 

Gross

         

Gross

 

Gross

    
 

Amortized

 

Unrealized

 

Unrealized

     

Amortized

 

Unrealized

 

Unrealized

    
 

Cost

  

Gains

  

Losses

  

Fair Value

  

Cost

  

Gains

  

Losses

  

Fair Value

 
 

(In thousands)

  

(In thousands)

 

Securities Available-for-Sale

                                

U.S. treasury securities

 $99,968  $12  $  $99,980 

U.S. government agency entities

 $92,477  $750  $273  $92,954  104,661  465  530  104,596 

U.S. government sponsored entities

 350,000    2,301  347,699 

Mortgage-backed securities

 880,406  7,714  1,385  886,735  709,756  20,045  557  729,244 

Collateralized mortgage obligations

 683    18  665  222    11  211 

Corporate debt securities

  98,865   533   13   99,385   146,368   288   147   146,509 

Total

 $1,422,431  $8,997  $3,990  $1,427,438  $1,060,975  $20,810  $1,245  $1,080,540 

 

  

December 31, 2018

 
      

Gross

  

Gross

     
  

Amortized

  

Unrealized

  

Unrealized

     
  

Cost

  

Gains

  

Losses

  

Fair Value

 
  

(In thousands)

 

Securities Available-for-Sale

                

U.S. treasury securities

 $124,801  $  $50  $124,751 

U.S. government agency entities

  6,066      195   5,871 

U.S. government sponsored entities

  400,000      11,638   388,362 

Mortgage-backed securities

  670,874   960   15,089   656,745 

Collateralized mortgage obligations

  1,005      28   977 

Corporate debt securities

  64,985   818      65,803 

Total

 $1,267,731  $1,778  $27,000  $1,242,509 

  

December 31, 2019

 
      

Gross

  

Gross

     
  

Amortized

  

Unrealized

  

Unrealized

     
  

Cost

  

Gains

  

Losses

  

Fair Value

 
  

(In thousands)

 

Securities Available-for-Sale

                

U.S. treasury securities

 $74,926  $10  $  $74,936 

U.S. government agency entities

  90,452   663   319   90,796 

U.S. government sponsored entities

  225,000      557   224,443 

Mortgage-backed securities

  880,040   8,574   824   887,790 

Collateralized mortgage obligations

  569      17   552 

Corporate debt securities

  172,743   605   23   173,325 

Total

 $1,443,730  $9,852  $1,740  $1,451,842 

 

For additional information, see Note 7 to the Company’s unaudited Condensed Consolidated Financial Statements.

 

Securities available-for-sale having a carrying value of $20.8$18.6 million as of September 30, 2019,2020, and $28.5$20.1 million as of December 31, 2018,2019, were pledged to secure public deposits, other borrowings and treasury tax and loan.

 

Equity Securities

 

The adoption of ASU 2016-01 resulted in approximately $8.6 million being reclassified from accumulated other comprehensive income to retained earnings, representing an increase to retained earnings as of January 1, 2018. The Company recognized a net gainloss of $0.4$1.6 million for the three months ended September 30, 2019,2020, due to the increasedecrease in fair value of equity investments with readily determinable fair values compared to a net gain of $0.4 million for the three months ended September 30, 2018.2019. The Company recognized a net gainloss of $7.8$1.9 million for the nine months ended September 30, 2019,2020, due to the increasedecrease in fair value of equity investments with readily determinable fair values compared to a net lossgain of $4.6$7.8 million for the nine months ended September 30, 2018.2019. Equity securities were $32.9$23.0 million and $25.1$28.0 million as of September 30, 20192020 and December 31, 2018,2019, respectively.

 

Loans

 

Gross loans including loans held for sale, were $14.8$15.6 billion at September 30, 2019,2020, an increase of $769.5$490.3 million, or 5.5%3.3%, from $14.0$15.1 billion at December 31, 2018.2019. The increase was primarily due to $265.7 million in Paycheck Protection Program Loans and increases of $353.7$184.1 million, or 9.6%2.5%, in commercial mortgage loans, $81.3 million, or 2.0%, in residential mortgage loans, including loans held for sale, $411.4$63.9 million, or 6.1%18.4%, in commercial mortgage loans, $65.3equity lines and $95.2 million, or 26.1%, in home equity loans, and $12.4 million, or 2.1%16.4%, in real estate construction loans offset, in part, by a decrease of $73.9$196.5 million, or 2.7%7.1%, in commercial loans.loans not including Paycheck Protection Program Loans. The loan balances and composition at September 30, 2019,2020, compared to December 31, 20182019 are set forth below:

 

 

September 30, 2019

  

% of Gross

Loans

  

December 31, 2018

  

% of Gross

Loans

  

% Change

  

September 30, 2020

  

% of Gross Loans

  

December 31, 2019

  

% of Gross Loans

  

% Change

 
 

(Dollars in thousands)

  

(Dollars in thousands)

 
            

Commercial loans

 $2,668,061  18.1% $2,741,965  19.6% (2.7%) $2,582,272  16.6% $2,778,744  18.4% (7.1%)

Paycheck protection program loans

 265,728  1.7      100.0 

Residential mortgage loans

 4,169,847  26.8  4,088,586  27.1  2.0 

Commercial mortgage loans

 7,459,316  47.9  7,275,262  48.3  2.5 

Real estate construction loans

 675,112  4.3  579,864  3.9  16.4 

Equity lines

 315,252  2.1  249,967  1.8  26.1  411,848  2.7  347,975  2.3  18.4 

Commercial mortgage loans

 7,135,599  48.4  6,724,200  48.0  6.1 

Residential mortgage loans

 4,010,739  27.2  3,693,853  26.4  8.6 

Real estate construction loans

 593,816  4.0  581,454  4.2  2.1 

Installment and other loans

  5,087   0.0   4,349   0.0   17.0   1,656   0.0   5,050   0.0   (67.2)

Gross loans

 $14,728,554  100% $13,995,788  100% 5.2% $15,565,779  100% $15,075,481  100% 3.3%

Allowance for loan losses

 (125,908)    (122,391)    2.9  (179,130)    (123,224)    45.4 

Unamortized deferred loan fees

  (1,081)     (1,565)     (30.9)  (4,210)     (626)     572.5 

Total loans, net

 $14,601,565      $13,871,832       5.3% $15,382,439      $14,951,631       2.9%
           

Loans held for sale

 $36,778     $      100.0%

 

Non-performing Assets

 

Non-performing assets include loans past due 90 days or more and still accruing interest, non-accrual loans, and other real estate owned (“OREO”). The Company’s policy is to place loans on non-accrual status if interest and/or principal is past due 90 days or more, or in cases where management deems the full collection of principal and interest unlikely. After a loan is placed on non-accrual status, any previously accrued but unpaid interest is reversed and charged against current income and subsequent payments received are generally first applied towards the outstanding principal balance of the loan. Depending on the circumstances, management may elect to continue the accrual of interest on certain past due loans if partial payment is received and/or the loan is well collateralized and in the process of collection. The loan is generally returned to accrual status when the borrower has brought the past due principal and interest payments current and, in the opinion of management, the borrower has demonstrated the ability to make future payments of principal and interest as scheduled.

 

Management reviews the loan portfolio regularly to seek to identify problem loans. From time to time during the ordinary course of business, management may become aware of borrowers that may not be able to meet the contractual requirements of their loan agreements. Such loans generally are placed under closer supervision with consideration given to placing the loans on non-accrual status, the need for an additional allowance for loan losses, and (if appropriate) partial or full charge-off.

 

The ratio of non-performing assets to total assets was 0.3%0.4% at September 30, 2019, and2020, compared to 0.3% at December 31, 2018.2019. Total non-performing assets increased $0.9$27.8 million, or 1.5%48.6%, to $59.2$85.0 million at September 30, 2019,2020, compared to $58.3$57.2 million at December 31, 2018,2019, primarily due to an increase of $5.4$36.7 million, or 12.9%90.6%, in non-accrualnonaccrual loans, offset, in part, by a decrease of $1.3$5.3 million, or 10.6%52.0%, in other real estate owned and a decrease of $3.1$3.5 million, or 81.9%55.2%, in accruing loans past due 90 days or more.

 

As a percentage of gross loans excluding loans held for sale, plus OREO, our non-performing assets was 0.40%0.55% as of September 30, 2019,2020, compared to 0.42%0.38% as of December 31, 2018.2019. The non-performing loan portfolio coverage ratio, defined as the allowance for credit losses to non-performing loans, decreased to 272.5%230.8% as of September 30, 2019,2020, from 273.4%270.8% as of December 31, 2018.2019.

 

The following table sets forth the changes in non-performing assets and troubled debt restructurings (“TDRs”) as of September 30, 2019,2020, compared to December 31, 2018,2019, and to September 30, 2018:2019:

 

 

September 30, 2019

 

December 31, 2018

 

% Change

 

September 30, 2018

 

% Change

  

September 30, 2020

  

December 31, 2019

  

% Change

  

September 30, 2019

  

% Change

 
 

(Dollars in thousands)

  

(Dollars in thousands)

 

Non-performing assets

                                        

Accruing loans past due 90 days or more

 $683  $3,773  (82) $6,681  (90) $2,868  $6,409  (55) $683  320 

Non-accrual loans:

                      

Construction loans

 4,629  4,872  (5) 4,922  (6) 4,335  4,580  (5) 4,629  (6)

Commercial mortgage loans

 12,330  10,611  16  13,172  (6) 33,782  9,928  240  12,330  174 

Commercial loans

 22,970  18,805  22  17,118  34  29,757  19,381  54  22,970  30 

Residential mortgage loans

  7,271   7,527   (3)  7,199   1   9,317   6,634  40   7,271  28 

Total non-accrual loans

 $47,200  $41,815  13  $42,411  11  $77,191  $40,523  90  $47,200  64 

Total non-performing loans

 47,883  45,588  5  49,092  (2) 80,059  46,932  71  47,883  67 

Other real estate owned

  11,329   12,674  (11)  8,741  30   4,918   10,244  (52)  11,329  (57)

Total non-performing assets

 $59,212  $58,262  2  $57,833  2  $84,977  $57,176  49  $59,212  44 

Accruing troubled debt restructurings

 $41,647  $65,071  (36) $74,598  (44) $28,587  $35,336  (19) $41,647  (31)
            

Allowance for loan losses

 $125,908  $122,391  3  $123,457  2  $179,130  $123,224  45  $125,908  42 
            

Total gross loans outstanding, at period-end (1)

 $14,728,554  $13,995,788  5  $13,647,646  8  $15,565,779  $15,075,481  3  $14,728,554  6 
            

Allowance for loan losses to non-performing loans, at period-end (2)

 262.95% 268.47%    251.48%    223.75% 262.56%    262.95%   

Allowance for loan losses to gross loans, at period-end (1)

 0.85% 0.87%    0.90%    1.15% 0.82%    0.85%   

 

(1)

Excludes loans held for sale at period-end.

(2)

Excludes non-accrual loans held for sale at period-end.

 

Non-accrual Loans

 

At September 30, 2019,2020, total non-accrual loans were $47.2$77.2 million, an increase of $5.4$36.7 million, or 12.9%90.6%, from $41.8$40.5 million at December 31, 2018,2019, and an increase of $4.8$30.0 million, or 11.3%63.6%, from $42.4$47.2 million at September 30, 2018.2019. The allowance for the collateral-dependent loans is calculated based on the difference between the outstanding loan balance and the value of the collateral as determined by recent appraisals, sales contracts, or other available market price information, less cost to sell. The allowance for collateral-dependent loans varies from loan to loan based on the collateral coverage of the loan at the time of designation as non-performing. We continue to monitor the collateral coverage of these loans, based on recent appraisals, on a quarterly basis and adjust the allowance accordingly. Non-accrual loans also include those TDRs that do not qualify for accrual status.

 

 

The following tables set forth the type of properties securing the non-accrual portfolio loans and the type of businesses the borrowers engaged in as of the dates indicated:

 

 

September 30, 2019

  

December 31, 2018

  

September 30, 2020

  

December 31, 2019

 
 

Real

     

Real

     

Real

     

Real

    
 

Estate (1)

  

Commercial

  

Estate (1)

  

Commercial

  

Estate (1)

  

Commercial

  

Estate (1)

  

Commercial

 
 

(In thousands)

  

(In thousands)

 

Type of Collateral

                                

Single/multi-family residence

 $7,774  $7,105  $11,366  $8,016  $9,851  $9,290  $6,874  $9,475 

Commercial real estate

 16,456    11,452    37,583  338  14,268  1,603 

Personal property (UCC)

     15,865   192   10,789      20,129      8,303 

Total

 $24,230  $22,970  $23,010  $18,805  $47,434  $29,757  $21,142  $19,381 

 

(1)

Real estate includes commercial mortgage loans, real estate construction loans, residential mortgage loans and equity lines.

 

 

September 30, 2019

  

December 31, 2018

  

September 30, 2020

  

December 31, 2019

 
 

Real

     

Real

     

Real

     

Real

    
 

Estate (1)

  

Commercial

  

Estate (1)

  

Commercial

  

Estate (1)

  

Commercial

  

Estate (1)

  

Commercial

 
 

(In thousands)

  

(In thousands)

 

Type of Business

                                

Real estate development

 $16,751  $  $9,826  $  $13,153  $  $14,305  $ 

Wholesale/Retail

 657  9,008  5,784  14,078  25,134  8,516  637  9,684 

Import/Export

   8,962    4,727    7,306    4,697 

Other

  6,822   5,000   7,400      9,147   13,935   6,200   5,000 

Total

 $24,230  $22,970  $23,010  $18,805  $47,434  $29,757  $21,142  $19,381 

 

(1)

Real estate includes commercial mortgage loans, real estate construction loans, residential mortgage loans and equity lines.

 

Impaired Loans

 

We consider a loan to be impaired when it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement based on current circumstances and events. The assessment for impairment occurs when and while such loans are on non-accrual as a result of delinquency status of over 90 days or our receipt of information otherwise indicating that full collection of principal is doubtful, or when the loan has been restructured in a TDRs. Those loans with a balance less than our defined selection criteria, generally a loan amount less than $500 thousand, are treated as a homogeneous portfolio. If loans meeting the defined criteria are not collateral dependent, we measure the impairment based on the present value of the expected future cash flows discounted at the loan’s effective interest rate. If loans meeting the defined criteria are collateral dependent, we measure the impairment by using the loan’s observable market price or the fair value of the collateral. We generally obtain an appraisal to determine the amount of impairment at the date that the loan becomes impaired. The appraisals are generally based on “as is” or bulk sale valuations. To ensure that appraised values remain current, we generally obtain an updated appraisal every twelve months from qualified independent appraisers. If the fair value of the collateral, less cost to sell, is less than the recorded amount of the loan, we then recognize impairment by creating or adjusting an existing valuation allowance with a corresponding charge to the provision for loan losses. If an impaired loan is expected to be collected through liquidation of the collateral, the amount of impairment, excluding disposal costs (which generally range between 3% to 6% of the fair value, depending on the size of the impaired loan), is charged off against the allowance for loan losses. Non-accrual impaired loans, including TDRs, are not returned to accrual status unless the unpaid interest has been brought current and full repayment of the recorded balance is expected or if the borrower has made six consecutive monthly payments of the scheduled amounts due, and TDRs are reviewed for continued impairment until they are no longer reported as TDRs.

 

 

As of September 30, 2019,2020, recorded investment in impaired loans totaled $88.8$105.8 million and was comprised of non-accrual loans of $47.2$77.2 million and accruing TDRs of $41.6$28.6 million. As of December 31, 2018,2019, recorded investment in impaired loans totaled $106.9$75.9 million and was comprised of non-accrual loans of $41.8$40.5 million and accruing TDRs of $65.1$35.4 million. For impaired loans, the amounts previously charged off represent 1.9%6.1% as of September 30, 2019,2020, and 9.3%2.1% as of December 31, 2018,2019, of the contractual balances for impaired loans. As of September 30, 2019, $24.22020, $47.4 million, or 51.3%61.5%, of the $47.2$77.2 million of non-accrual loans were secured by real estate compared to $23.0$21.1 million, or 55.0%52.2%, of the $41.8$40.5 million of non-accrual loans that were secured by real estate as of December 31, 2018.2019. The Bank generally seeks to obtain current appraisals, sales contracts, or other available market price information intended to provide updated factors in evaluating potential loss.

 

As of September 30, 2019, $1.52020, $8.5 million of the $125.9$179.1 million allowance for loan losses was allocated for impaired loans and $124.4$170.6 million was allocated to the general allowance. As of December 31, 2018, $3.82019, $3.2 million of the $122.4$123.2 million allowance for loan losses was allocated for impaired loans and $118.6$120.0 million was allocated to the general allowance.

 

The allowance for loan losses to non-performing loans was 263.0%223.8% as of September 30, 2019,2020, compared to 268.5%262.6% as of December 31, 2018,2019, primarily due to an increase in the non-accrual loans. Non-accrual loans also include those TDRs that do not qualify for accrual status.

 

The following table sets forth impaired loans and the related allowance as of the dates indicated:

 

 

September 30, 2019

  

December 31, 2018

  

September 30, 2020

  

December 31, 2019

 
 

Unpaid

Principal

Balance

  

Recorded Investment

  

Allowance

  

Unpaid

Principal

Balance

  

Recorded

Investment

  

Allowance

  

Unpaid Principal Balance

  

Recorded Investment

  

Allowance

  

Unpaid Principal Balance

  

Recorded Investment

  

Allowance

 
 

(In thousands)

  

(In thousands)

 
  

With no allocated allowance

                                                

Commercial loans

 $24,711  $20,492  $  $32,015  $30,368  $  $16,210  $13,293  $  $20,134  $15,857  $ 

Real estate construction loans

 5,776  4,629    5,776  4,873    5,776  4,335    5,776  4,580   

Commercial mortgage loans

 11,663  11,517    34,129  24,409    22,996  22,532    9,234  9,030   

Residential mortgage loans and equity lines

  6,808   6,770      5,685   5,665      7,921   7,814      6,171   6,073    

Subtotal

 $48,958  $43,408  $  $77,605  $65,315  $  $52,903  $47,974  $  $41,315  $35,540  $ 
  

With allocated allowance

                                                

Commercial loans

 $13,251  $13,234  $744  $6,653  $6,570  $1,837  $28,059  $20,871  $7,704  $8,769  $8,739  $2,543 

Commercial mortgage loans

 26,356  26,288  536  27,099  27,063  877  31,138  31,019  582  26,117  26,040  473 

Residential mortgage loans and equity lines

  7,011   5,917   221   8,934   7,938   1,088   6,632   5,914   209   6,740   5,540   220 

Subtotal

 $46,618  $45,439  $1,501  $42,686  $41,571  $3,802  $65,829  $57,804  $8,495  $41,626  $40,319  $3,236 

Total impaired loans

 $95,576  $88,847  $1,501  $120,291  $106,886  $3,802  $118,732  $105,778  $8,495  $82,941  $75,859  $3,236 

 

 

Loan Interest Reserves 

 

In accordance with customary banking practice, we originate construction loans and land development loans where interest on the loan is disbursed from pre-established interest reserves included in the total original loan commitment. Our construction loans and land development loans generally include optional renewal terms after the maturity of the initial loan term. New appraisals are obtained prior to extension or renewal of these loans in part to determine the appropriate interest reserve to be established for the new loan term. Loans with interest reserves are generally underwritten to the same criteria, including loan to value and, if applicable, pro forma debt service coverage ratios, as loans without interest reserves. Construction loans with interest reserves are monitored on a periodic basis to gauge progress towards completion. Interest reserves are frozen if it is determined that additional draws would result in a loan to value ratio that exceeds policy maximums based on collateral property type. Our policy limits in this regard are consistent with supervisory limits and range from 50% in the case of land to 85% in the case of one to four family residential construction projects.

 

As of September 30, 2019,2020, construction loans of $555.3$635.1 million were disbursed with pre-established interest reserves of $66.7$74.4 million, compared to $524.4$550.0 million with pre-established interest reserves of $65.2$73.4 million at December 31, 2018.2019.  The balance for construction loans with interest reserves that have been extended was $146.3$148.6 million with pre-established interest reserves of $4.2$5.2 million at September 30, 2019,2020, compared to $88.8$129.2 million with pre-established interest reserves of $3.9$4.7 million at December 31, 2018.2019.  Land loans of $46.5$25.8 million were disbursed with pre-established interest reserves of $1.5 million$364 thousand at September 30, 2019,2020, compared to $24.1$45.5 million of land loans disbursed with pre-established interest reserves of $770 thousand$1.9 million at December 31, 2018.2019.  The balance for land loans with interest reserves that have been extended was $1.7 million$942 thousand at September 30, 20192020 with pre-established interest reserves of $2$58 thousand, compared to $5.6$1.7 million in land loans with pre-established interest reserves of $71$2 thousand at December 31, 2018.2019. 

 

At September 30, 20192020 and December 31, 2018,2019, the Bank had no loans on non-accrual status with available interest reserves.  At September 30, 20192020 and December 31, 2018, $4.62019, $4.3 million and $4.9$4.6 million of non-accrual non-residential construction loans had been originated with pre-established interest reserves, respectively.  While we typically expect loans with interest reserves to be repaid in full according to the original contractual terms, some loans may require one or more extensions beyond the original maturity before full repayment.  Typically, these extensions are required due to construction delays, delays in the sale or lease of the property, or some combination of these two factors.

 

Loan Concentration

 

Most of the Company’s business activities are with customers located in the high-density Asian-populated areas of Southern and Northern California; New York City, New York; Dallas and Houston, Texas; Seattle, Washington; Boston, Massachusetts; Chicago, Illinois; Edison, New Jersey; Rockville, Maryland; and Las Vegas, Nevada. The Company also has loan customers in Hong Kong. The Company has no specific industry concentration, and generally its loans are collateralized with real property or other pledged collateral of the borrowers. The Company generally expects loans to be paid off from the operating profits of the borrowers, refinancing by another lender, or through sale by the borrowers of the collateral. There were no loan concentrations to multiple borrowers in similar activities that exceeded 10% of total loans as of September 30, 2019,2020, or as of December 31, 2018.2019.

 

The federal banking regulatory agencies issued final guidance on December 6, 2006, regarding risk management practices for financial institutions with high or increasing concentrations of commercial real estate (“CRE”) loans on their balance sheets. The regulatory guidance reiterates the need for sound internal risk management practices for those institutions that have experienced rapid growth in CRE lending, have notable exposure to specific types of CRE, or are approaching or exceeding the supervisory criteria used to evaluate the CRE concentration risk, but the guidance is not to be construed as a limit for CRE exposure. The supervisory criteria are: (1) total reported loans for construction, land development, and other land represent 100% of the institution’s total risk-based capital, and (2) total CRE loans represent 300% or more of the institution’s total risk-based capital and the institution’s CRE loan portfolio has increased 50% or more within the last thirty-six months. Total loans for construction, land development, and other land represented 34%35% of the Bank’s total risk-based capital as of September 30, 2019,2020, and 33%34% as of December 31, 2018.2019. Total CRE loans represented 277%273% of total risk-based capital as of September 30, 2019,2020, and 268%277% as of December 31, 20182019 and were below the Bank’s internal limit for CRE loans of 400% of total capital at both dates.

 

Allowance for Credit Losses

 

The Bank maintains the allowance for credit losses at a level that the Bank considers appropriate to absorb the estimated and known risks in the loan portfolio and off-balance sheet unfunded credit commitments. Allowance for credit losses is comprised of the allowance for loan losses and the reserve for off-balance sheet unfunded credit commitments. With this risk management objective, the Bank’s management has an established monitoring system that it believes is designed to identify impaired and potential problem loans, and to permit periodic evaluation of impairment and the appropriate level of the allowance for credit losses in a timely manner.

 

In addition, the Bank’s Board of Directors has established a written credit policy that includes a credit review and control system that the Board of Directors believes should be effective in ensuring that the Bank maintains an appropriate allowance for credit losses. The Board of Directors provides oversight for the allowance evaluation process, including quarterly evaluations, and determines whether the allowance is appropriate to absorb losses in the credit portfolio. The determination of the amount of the allowance for credit losses and the provision for credit losses are based on management’s current judgment about the credit quality of the loan portfolio and take into consideration known relevant internal and external factors that affect collectability when determining the appropriate level for the allowance for credit losses. The nature of the process by which the Bank determines the appropriate allowance for credit losses requires the exercise of considerable judgment. Additions to the allowance for credit losses are made by charges to the provision for credit losses. While management utilizes its business judgment based on the information available, the ultimate appropriateness of the allowance is dependent upon a variety of factors, many of which are beyond the Bank’s control, including but not limited to the performance of the Bank’s loan portfolio, the economy and market conditions, changes in interest rates, and the view of the regulatory authorities toward loan classifications. Identified credit exposures that are determined to be uncollectible are charged against the allowance for credit losses. Recoveries of previously charged off amounts, if any, are credited to the allowance for credit losses. A weakening of the economy or other factors that adversely affect asset quality could result in an increase in the number of delinquencies, bankruptcies, or defaults, and a higher level of non-performing assets, net charge-offs, and provision for credit losses in future periods.

 

The allowance for loan losses was $125.9$179.1 million and the allowance for off-balance sheet unfunded credit commitments was $4.6$5.7 million at September 30, 2019,2020, which represented the amount believed by management to be appropriate to absorb credit losses inherent in the loan portfolio, including unfunded credit commitments. The $125.9$179.1 million allowance for loan losses at September 30, 2019,2020, increased $3.5$55.9 million, or 2.9%45.4%, from $122.4$123.2 million at December 31, 2018.2019. This increase includes additional provisions for credit losses and reflects the deterioration in economic conditions related to COVID-19 and an increase in specific reserves of $5.3 million. This deterioration is reflected in unprecedented increases in new unemployment claims in the United States and deterioration in global economic measures during this period. While we took steps to incorporate the impact of the COVID-19 pandemic on the economic forecast and other factors utilized to determine our allowance for loan losses, if the economic forecast or other factors (such as the severity and length of the COVID-19 pandemic and its impacts) worsen relative to the assumptions we utilized, our allowance for loan losses will increase accordingly in future periods. The allowance for loan losses represented 0.85%1.15% of period-end gross loans excluding loans held for sale, and 263.0%223.8% of non-performing loans at September 30, 2019.2020. The comparable ratios were 0.87%0.82% of period-end gross loans excluding loans held for sale, and 268.5%262.6% of non-performing loans at December 31, 2018.2019.

 

 

The following table sets forth information relating to the allowance for loan losses, charge-offs, recoveries, and the reserve for off-balance sheet credit commitments for the periods indicated:

 

 

Three months ended September 30,

  

Nine months ended September 30,

  

Three months ended September 30,

  

Nine months ended September 30,

 
 

2019

  

2018

  

2019

  

2018

  

2020

  

2019

  

2020

  

2019

 
 

(In thousands)

  

(In thousands)

 

Allowance for loan losses

                                

Balance at beginning of period

 $122,651  $121,899  $122,391  $123,279  $169,680  $122,651  $123,224  $122,391 

Reversal for credit losses

 (2,000) (1,500) (2,000) (4,500)

Provision/(reversal) for credit losses

 12,500  (2,000) 62,500  (2,000)

Charge-offs:

                  

Commercial loans

 (3,356) (122) (6,300) (629)  (6,956)  (3,356)  (13,383)  (6,300)

Real estate loans

           (390)

Total charge-offs

 (3,356) (122) (6,300) (1,019) (6,956) (3,356) (13,383) (6,300)

Recoveries:

                  

Commercial loans

 212  187  1,609  1,250  3,796  212  6,354  1,609 

Construction loans

 3,378  44  4,612  132    3,378    4,612 

Real estate loans

  5,023   2,949   5,596   4,315   110   5,023   435   5,596 

Total recoveries

  8,613   3,180   11,817   5,697   3,906   8,613   6,789   11,817 

Balance at end of period

 $125,908  $123,457  $125,908  $123,457  $179,130  $125,908  $179,130  $125,908 
  

Reserve for off-balance sheet credit commitments

                                

Balance at beginning of period

 $4,550  $3,088  $2,250  $4,588  $4,663  $4,550  $3,855  $2,250 

Provision for credit losses

        2,300   (1,500)  1,000      1,808   2,300 

Balance at end of period

 $4,550  $3,088  $4,550  $3,088  $5,663  $4,550  $5,663  $4,550 
  

Average loans outstanding during the period (1)

 $14,654,644  $13,434,018  $14,371,633  $13,126,693  $15,592,536  $14,654,644  $15,477,883  $14,371,633 

Total gross loans outstanding, at period-end (1)

 $14,728,554  $13,647,646  $14,728,554  $13,647,646  $15,565,779  $14,728,554  $15,565,779  $14,728,554 

Total non-performing loans, at period-end (2)

 $47,883  $49,092  $47,883  $49,092  $80,059  $47,883  $80,059  $47,883 

Ratio of net (recoveries)/charge-offs to average loans outstanding during the period (1)

 (0.14%) (0.09%) (0.05%) (0.05%)

Ratio of net (charge-offs)/recoveries to average loans outstanding during the period (1)

 (0.08%) 0.14% (0.06%) 0.05%

Provision for credit losses to average loans outstanding during the period (1)

 (0.05%) (0.04%) 0.00% (0.06%) 0.34% (0.05%) 0.55% 0.00%

Allowance for credit losses to non-performing loans, at period-end (2)

 272.45% 257.77% 272.45% 257.77% 230.82% 272.45% 230.82% 272.45%

Allowance for credit losses to gross loans, at period-end (1)

  0.89%  0.93%  0.89%  0.93%  1.19%  0.89%  1.19%  0.89%

 

(1)

Excludes loans held for sale.

(2)

Excludes non-accrual loans held for sale.

 

Our allowance for loan losses consists of the following:

 

 

 • 

Specific allowance: For impaired loans, we provide specific allowances for loans that are not collateral dependent based on an evaluation of the present value of the expected future cash flows discounted at the loan’s effective interest rate and for loans that are collateral dependent based on the fair value of the underlying collateral determined by the most recent valuation information received, which may be adjusted based on factors such as changes in market conditions from the time of valuation. If the measure of the impaired loan is less than the recorded investment in the loan, the deficiency will be charged off against the allowance for loan losses or, alternatively, a specific allocation will be established.

 

 

General allowance: The unclassified portfolio is segmented on a group basis. Segmentation is determined by loan type and common risk characteristics. The non-impaired loans are grouped into 19 segments: two commercial segments, ten commercial real estate segments, one residential construction segment, one non-residential construction segment, one SBA segment, one installment loans segment, one residential mortgage segment, one equity lines of credit segment, and one overdrafts segment. The allowance is provided for each segmented group based on the group’s historical loan loss experience aggregated based on loan risk classifications which take into account, among other things, the current financial condition of the borrowers and guarantors, the prevailing value of the underlying collateral if collateral dependent, charge-off history, management’s knowledge of the portfolio, general economic conditions, environmental factors, trends in delinquency and non-accrual, and other significant factors, such as the national and local economy, volume and composition of the portfolio, strength of management and loan staff, underwriting standards, and concentration of credit. In addition, management reviews reports on past-due loans to check for appropriate classification.

 

The table set forth below reflects management’s allocation of the allowance for loan losses by loan category and the ratio of each loan category to the average gross loans as of the dates indicated:

 

  

September 30, 2019

  

December 31, 2018

 
      

Percentage of

      

Percentage of

 
      

Loans in Each

      

Loans in Each

 
      

Category

      

Category

 
      

to Average

      

to Average

 
  

Amount

  

Gross Loans

  

Amount

  

Gross Loans

 
  

(In thousands)

 

Type of Loan:

                

Commercial loans

 $58,549   19.0% $54,978   19.1%

Real estate construction loans

  21,698   4.0   19,626   4.5 

Commercial mortgage loans

  33,467   48.0   33,487   49.5 

Residential mortgage loans and equity lines

  12,169   29.0   14,282   26.9 

Installment and other loans

  25      18    

Total loans

 $125,908   100% $122,391   100%

  

September 30, 2020

  

December 31, 2019

 
      

Percentage of

      

Percentage of

 
      

Loans in Each

      

Loans in Each

 
      

Category

      

Category

 
      

to Average

      

to Average

 
  

Amount

  

Gross Loans

  

Amount

  

Gross Loans

 
  

(In thousands)

 

Type of Loan:

                

Commercial loans

 $79,394   19.0% $57,021   18.9%

Real estate construction loans

  32,712   3.9   19,474   4.0 

Commercial mortgage loans

  46,665   47.7   33,602   48.0 

Residential mortgage loans and equity lines

  20,359   29.4   13,108   29.1 

Installment and other loans

        19    

Total loans

 $179,130   100% $123,224   100%

 

The allowance allocated to commercial loans increased $3.5$22.4 million, or 6.5%39.2%, to $58.5$79.4 million at September 30, 2019,2020, from $55.0$57.0 million at December 31, 2018.2019. The increase is due primarily to an increase in the allowance for trade financedue to the continued deterioration in economic conditions related to COVID-19, the impact on loss rates from charge-offs of commercial loans as a resultand increases in specific reserves on impaired loans, year to date.

 

The allowance allocated to real estate construction loans increased $2.1$13.2 million, or 10.7%68.0%, to $21.7$32.7 million at September 30, 20192020 from $19.6$19.5 million at December 31, 2018.2019. The increase is due primarily to an increasecontinued deterioration in non-residentialeconomic conditions, year to date, related to COVID-19 and increases in real estate construction loan volume during the nine months ended September 30, 2019.loans.

 

The allowance allocated to commercial mortgage loans remained flat at $33.5increased $13.1 million, or 38.9%, to $46.7 million at September 30, 2019,2020, from $33.6 million at December 31, 2018.2019. The increase is due primarily to continued deterioration in economic conditions, year to date, related to COVID-19.

 

The allowance allocated for residential mortgage loans decreasedincreased by $2.1$7.3 million, or 14.7%55.3%, to $12.2$20.4 million as of September 30, 2019,2020, from $14.3$13.1 million at December 31, 2018.2019. The decreaseincrease is due primarily to decreasescontinued deterioration in the environmental reserve factors during the nine months ended September 30, 2019.economic conditions, year to date, related to COVID-19.

 

Deposits

 

Total deposits were $14.7$16.0 billion at September 30, 2019,2020, an increase of $955.9 million,$1.3 billion, or 7.0%8.8%, from $13.7$14.7 billion at December 31, 2018.2019. The increases in non-interest bearing demand deposits, NOW deposits, and money market deposits resulted from higher liquidity maintained by our depositors during these uncertain times, and improved money market deposit generation from corporate accounts. The decreases in time deposits resulted primarily from the runoff of wholesale time deposits. The following table sets forth the deposit mix as of the dates indicated:

 

 

September 30, 2019

  

December 31, 2018

 
 

Amount

  

Percentage

  

Amount

  

Percentage

  

September 30, 2020

  

December 31, 2019

 

 

(Dollars in thousands)

  

Amount

  

Percentage

  

Amount

  

Percentage

 
Deposits    

(Dollars in thousands)

 

Non-interest-bearing demand deposits

 $2,939,924  20.1% $2,857,443  20.8% $3,306,421  20.6% $2,871,444  19.5%

Interest bearing demand deposits

 1,282,267  8.7  1,365,763  10.0  1,767,227  11.0  1,358,152  9.2 

Money market deposits

 2,095,328  14.3  2,027,404  14.8  3,227,359  20.1  2,260,764  15.4 

Savings deposits

 721,547  4.9  738,656  5.4  784,076  4.9  758,903  5.2 

Time deposits

  7,619,203   52.0   6,713,074   49.0   6,949,165   43.4   7,443,045   50.7 

Total deposits

 $14,658,269   100.0% $13,702,340   100.0% $16,034,248   100.0% $14,692,308   100.0%

 

The following table sets forth the maturity distribution of time deposits at September 30, 2019:2020:

 

 

At September 30, 2019

  

At September 30, 2020

 
 

Time Deposits -

under $100,000

  

Time Deposits -

$100,000 and over

  

Total Time

Deposits

  

Time Deposits -under $100,000

  

Time Deposits -$100,000 and over

  

Total Time Deposits

 
 

(Dollars in thousands)

  

(Dollars in thousands)

 

Less than three months

 $354,460  $1,224,622  $1,579,082  $352,732  $1,322,805  $1,675,537 

Three to six months

 796,141  1,871,436  2,667,577  749,486  1,889,171  2,638,657 

Six to twelve months

 795,014  1,850,702  2,645,716  490,537  1,825,301  2,315,838 

Over one year

  189,495   537,333   726,828   90,796   228,337   319,133 

Total

 $2,135,110  $5,484,093  $7,619,203  $1,683,551  $5,265,614  $6,949,165 
  

Percent of total deposits

 14.6% 37.4% 52.0% 10.5% 32.8% 43.3%

 

Borrowings

 

Borrowings include federal funds purchased, funds obtained as advances from the Federal Home Loan Bank (“FHLB”) of San Francisco, and borrowings from other financial institutions.

 

Borrowings from the FHLB - As of September 30, 2019,There were no over-night borrowings from the FHLB were $330as of September 30, 2020, compared to $450 million at ana weighted average rate of 2.08%, compared to $200 million at an average rate of 2.56%1.66% as of December 31, 2018.2019. Advances from the FHLB were $270$230 million at ana weighted average rate of 2.15%2.16% as of September 30, 20192020 and $330$220 million at ana weighted average rate of 2.42%2.26% as of December 31, 2018.2019. As of September 30, 2019,2020, FHLB advances of $50$5 million will mature in December 2019, $75November 2020, $80 million in May 2021, $50 million in June 2021, $75 million in July 2021, and $20 million in May 2023.

 

Other Borrowings-Junior Subordinated Notes – The Company owes a residual payable balance of $7.6 million to Bank SinoPac Co. related to the Company’s acquisition of SinoPac Bancorp, the parent of Far East National Bank. The remaining balance of $7.0 million, due in July 2020, has an interest rate of 3.60% (three-month LIBOR rate plus 150 basis points) as of September 30, 2019.

Long-term Debt -On October 12, 2017, the Bank entered into a term loan agreement of $75.0 million with U.S. Bank. The loan has a floating rate of one-month LIBOR plus 175 basis points. As of September 30, 2019, the term loan has a remaining balance of $41.3 million and an interest rate of 3.875% compared to 4.125% at December 31, 2018. The principal amount of the long-term debt from U.S. Bank is due and payable in consecutive quarterly installments of $4.7 million each on the last day of each calendar quarter commencing December 31, 2018, with the final installment due and payable on October 12, 2020. We used the U.S. Bank loan proceeds to fund a portion of our acquisition of SinoPac Bancorp.

At September 30, 2019,2020, Junior Subordinated Notes totaled $119.1 million with a weighted average interest rate of 4.29%2.41%, compared to $119.1 million with a weighted average rate of 4.96%4.09% at December 31, 2018.2019. The Junior Subordinated Notes have a stated maturity term of 30 years. The trusts are not consolidated with the Company in accordance with an accounting pronouncement that took effect in December 2003.

 

For additional information, see Note 11 to the Company’s unaudited Condensed Consolidated Financial Statements.

Off-Balance-Sheet Arrangements and Contractual Obligations

 

The following table summarizes the Company’s contractual obligations to make future payments as of September 30, 2019.2020. Payments for deposits and borrowings do not include interest. Payments related to leases are based on actual payments specified in the underlying contracts.

 

 

Payment Due by Period

  

Payment Due by Period

 
     

More than

 

3 years or

             

More than

 

3 years or

        
     

1 year but

 

more but

             

1 year but

 

more but

        
 

1 year

 

less than

 

less than

 

5 years

     

1 year

 

less than

 

less than

 

5 years

    
 

or less

  

3 years

  

5 years

  

or more

  

Total

  

or less

  

3 years

  

5 years

  

or more

  

Total

 
 

(In thousands)

  

(In thousands)

 

Contractual obligations:

            

Deposits with stated maturity dates

 $6,892,375  $689,224  $37,592  $12  $7,619,203  $6,630,032  $318,959  $162  $12  $6,949,165 

Advances from the Federal Home Loan Bank

 380,000  200,000  20,000    600,000  210,000  20,000      230,000 

Other borrowings

 7,602      30,767  38,369        23,788  23,788 

Long-term debt

 18,750  22,500    119,136  160,386        119,136  119,136 

Operating leases

  2,326   16,217   11,857   9,532   39,932   9,469   15,629   8,022   4,704   37,824 

Total contractual obligations and other commitments

 $7,301,053  $927,941  $69,449  $159,447  $8,457,890  $6,849,501  $354,588  $8,184  $147,640  $7,359,913 

 

In the normal course of business, we enter into various transactions, which, in accordance with U.S. generally accepted accounting principles, are not included in our Condensed Consolidated Balance Sheets. We enter into these transactions to meet the financing needs of our customers. These transactions include commitments to extend credit and standby letters of credit, which involve, to varying degrees, elements of credit risk and interest rate risk in excess of the amounts recognized in the Condensed Consolidated Balance Sheets.

 

Loan Commitments - We enter into contractual commitments to extend credit, normally with fixed expiration dates or termination clauses, at specified rates and for specific purposes. Substantially all of our commitments to extend credit are contingent upon customers maintaining specific credit standards at the time of loan funding. We seek to minimize our exposure to loss under these commitments by subjecting them to credit approval and monitoring procedures. Management assesses the credit risk associated with certain commitments to extend credit in determining the level of the allowance for credit losses.

 

 

Standby Letters of Credit - Standby letters of credit are written conditional commitments issued by us to secure the obligations of a customer to a third party. In the event the customer does not perform in accordance with the terms of an agreement with the third party, we would be required to fund the commitment. The maximum potential amount of future payments we could be required to make is represented by the contractual amount of the commitment. If the commitment is funded, we would be entitled to seek reimbursement from the customer. Our policies generally require that standby letter of credit arrangements contain security and debt covenants similar to those contained in loan agreements.

 

Capital Resources

 

Total equity was $2.25$2.37 billion as of September 30, 2019,2020, an increase of $124.0$80.4 million, from $2.12$2.29 billion as of December 31, 2018,2019, primarily due to net income of $211.8$158.0 million, increases in other comprehensive income of $17.2$4.1 million, and proceeds from dividend reinvestmentamortization of $2.5share-based compensation of $3.8 million, andwhich were partially offset by common stock cash dividends of $74.4$74.0 million and repurchases of the Company’s common stock of $36.3$12.9 million.

 

The following table summarizes changes in total equity for the nine months ended September 30, 2019:2020:

 

 

Nine months ended

  

Nine months ended

 
 

September 30, 2019

  

September 30, 2020

 
 

(In thousands)

  

(In thousands)

 

Net income

 $211,758  $157,967 

Proceeds from shares issued through the Dividend Reinvestment Plan

 2,522  2,573 

RSUs distributed

 1  2 

Shares withheld related to net share settlement of RSUs

 (2,300) (1,903)

Stock issued to directors

 749  800 

Purchase of treasury stock

 (36,301) (12,880)

Share-based compensation

 4,848  3,808 

Cash dividends paid to common stockholders

 (74,422) (74,014)

Other comprehensive income

  17,173   4,087 

Net increase in total equity

 $124,028  $80,440 

 

Capital Adequacy Review

 

Management seeks to maintain the Company’s capital at a level sufficient to support future growth, protect depositors and stockholders, and comply with various regulatory requirements.

 

The following tables set forth actual and required capital ratios as of September 30, 20192020 and December 31, 20182019 for Bancorp and the Bank under the Basel III Capital Rules. The Basel III Capital Rules became fully phased-in on January 1, 2019. The minimum required capital amounts presented as of December 31, 2018 include the minimum required capital levels applicable as of that date as well as the minimum required capital levels as of January 1, 2019 when the Basel III Capital Rules became fully phased-in. Capital levels required to be considered well capitalized are based upon prompt corrective action regulations, as amended to reflect the changes under the Basel III Capital Rules. See the 20182019 Form 10-K for a more detailed discussion of the Basel III Capital Rules.

 

  

Actual

  

Minimum Capital

Required - Basel III

  

Required to be Considered

Well Capitalized

 
  

Capital Amount

  

Ratio

  

Capital Amount

  

Ratio

  

Capital Amount

  

Ratio

 

 

 

(Dollars in thousands)

 
September 30, 2019                        
                         

Common Equity Tier 1 to Risk-Weighted Assets

                     

Cathay General Bancorp

 $1,846,200   12.41  $1,041,619   7.00  $967,218   6.50 

Cathay Bank

  1,949,520   13.13   1,039,708   7.00   965,443   6.50 
                         

Tier 1 Capital to Risk-Weighted Assets

                        

Cathay General Bancorp

  1,846,200   12.41   1,264,824   8.50   1,190,422   8.00 

Cathay Bank

  1,949,520   13.13   1,262,502   8.50   1,188,237   8.00 
                         

Total Capital to Risk-Weighted Assets

                        

Cathay General Bancorp

  2,092,158   14.06   1,562,429   10.50   1,488,028   10.00 

Cathay Bank

  2,079,978   14.00   1,559,561   10.50   1,485,297   10.00 
                         

Leverage Ratio

                        

Cathay General Bancorp

  1,846,200   10.81   683,193   4.00   853,991   5.00 

Cathay Bank

  1,949,520   11.43   682,062   4.00   852,578   5.00 

 

 

Actual

  

Minimum Capital

Required - Basel III

  

Required to be Considered

Well Capitalized

  

Actual

  

Minimum Capital Required - Basel III

  

Required to be Considered Well Capitalized

 
 

Capital Amount

  

Ratio

  

Capital Amount

  

Ratio

  

Capital Amount

  

Ratio

  

Capital Amount

  

Ratio

  

Capital Amount

  

Ratio

  

Capital Amount

  

Ratio

 

 

(Dollars in thousands)

 
December 31, 2018 

September 30, 2020

 

(Dollars in thousands)

 
              

Common Equity Tier 1 to Risk-Weighted Assets

Common Equity Tier 1 to Risk-Weighted Assets

           

Common Equity Tier 1 to Risk-Weighted Assets

           

Cathay General Bancorp

 $1,736,854  12.43  $890,524  6.375  $907,985  6.50  $1,970,778  13.22  $1,043,776  7.00  $969,221  6.50 

Cathay Bank

 1,904,820  13.66  889,287  6.375  906,724  6.50  $2,034,242  13.65  $1,042,861  7.00  $968,371  6.50 
              

Tier 1 Capital to Risk-Weighted Assets

                          

Cathay General Bancorp

 1,736,854  12.43  1,100,059  7.875  1,117,520  8.00  $1,970,778  13.22  $1,267,443  8.50  $1,192,887  8.00 

Cathay Bank

 1,904,820  13.66  1,098,531  7.875  1,115,968  8.00  $2,034,242  13.65  $1,266,331  8.50  $1,191,841  8.00 
              

Total Capital to Risk-Weighted Assets

                          

Cathay General Bancorp

 1,976,995  14.15  1,379,439  9.875  1,396,900  10.00  $2,271,071  15.23  $1,565,664  10.50  $1,491,109  10.00 

Cathay Bank

 2,029,462  14.55  1,377,523  9.875  1,394,961  10.00  $2,219,035  14.89  $1,564,291  10.50  $1,489,801  10.00 
              

Leverage Ratio

                          

Cathay General Bancorp

 1,736,854  10.83  641,755  4.00  802,146  5.00  $1,970,778  10.51  $750,036  4.00  $937,545  5.00 

Cathay Bank

 1,904,820  11.89  640,807  4.00  800,983  5.00  $2,034,242  10.87  $748,839  4.00  $936,048  5.00 

  

Actual

  

Minimum Capital Required - Basel III

  

Required to be Considered Well Capitalized

 
  

Capital Amount

  

Ratio

  

Capital Amount

  

Ratio

  

Capital Amount

  

Ratio

 

December 31, 2019

 

(Dollars in thousands)

 
                         

Common Equity Tier 1 to Risk-Weighted Assets

                     

Cathay General Bancorp

 $1,892,321   12.51  $1,059,259   7.00  $983,597   6.50 

Cathay Bank

 $1,959,832   12.97  $1,057,880   7.00  $982,318   6.50 
                         

Tier 1 Capital to Risk-Weighted Assets

                        

Cathay General Bancorp

 $1,892,321   12.51  $1,286,243   8.50  $1,210,581   8.00 

Cathay Bank

 $1,959,832   12.97  $1,284,569   8.50  $1,209,006   8.00 
                         

Total Capital to Risk-Weighted Assets

                        

Cathay General Bancorp

 $2,134,900   14.11  $1,588,888   10.50  $1,513,227   10.00 

Cathay Bank

 $2,086,911   13.81  $1,586,821   10.50  $1,511,258   10.00 
                         

Leverage Ratio

                        

Cathay General Bancorp

 $1,892,321   10.83  $699,173   4.00  $873,966   5.00 

Cathay Bank

 $1,959,832   11.23  $697,976   4.00  $872,470   5.00 

 

As of September 30, 2019,2020, capital levels at Bancorp and the Bank exceed all capital adequacy requirements under the fully phased-in Basel III Capital Rules. Based on the ratios presented above, capital levels as of September 30, 20192020 at Bancorp and the Bank exceed the minimum levels necessary to be considered “well capitalized.”

 

Dividend Policy

 

Holders of common stock are entitled to dividends as and when declared by our Board of Directors out of funds legally available for the payment of dividends. Although we have historically paid cash dividends on our common stock, we are not required to do so. The amount of future dividends, if any, will depend on our earnings, financial condition, capital requirements and other factors, and will be determined by our Board of Directors. The terms of our Junior Subordinated Notes also limit our ability to pay dividends. We increased the common stock dividend from $0.21 per share in the fourth quarter of 2016, to $0.24 per share in the fourth quarter of 2017, and to $0.31 per share in the fourth quarter of 2018.

 

The Company declared a cash dividend of $0.31 per share on 79,683,16679,620,510 shares outstanding on September 3, 2019,1, 2020, for distribution to holders of our common stock on September 13, 2019,11, 2020, $0.31 per share on 79,850,45479,587,596 shares outstanding on June 3, 2019,2, 2020, for distribution to holders of our common stock on June 13, 2019,12, 2020, and $0.31 per share on 80,537,96279,546,735 shares outstanding on March 4, 2019,2, 2020, for distribution to holders of our common stock on March 14, 2019.12, 2020. The Company paid total cash dividends of $74.4$74.0 million in the first nine months of 2019.2020.

 

Financial Derivatives

 

It is our policy not to speculate on the future direction of interest rates. However, from time to time, we may enter into financial derivatives in order to seek mitigation of exposure to interest rate risks related to our interest-earning assets and interest-bearing liabilities. We believe that these transactions, when properly structured and managed, may provide a hedge against inherent interest rate risk in our assets or liabilities and against risk in specific transactions. In such instances, we may enter into interest rate swap contracts or other types of financial derivatives. Prior to considering any hedging activities, we seek to analyze the costs and benefits of the hedge in comparison to other viable alternative strategies. All hedges must be approved by the Bank’s Investment Committee.

 

The Company follows ASC Topic 815 that establishes accounting and reporting standards for financial derivatives, including certain financial derivatives embedded in other contracts, and hedging activities. It requires the recognition of all financial derivatives as assets or liabilities in the Company’s Condensed Consolidated Balance Sheets and measurement of those financial derivatives at fair value. The accounting treatment of changes in fair value is dependent upon whether or not a financial derivative is designated as a hedge and, if so, the type of hedge. Fair value is determined using third-party models with observable market data. For derivatives designated as cash flow hedges, changes in fair value are recognized in other comprehensive income and are reclassified to earnings when the hedged transaction is reflected in earnings. For derivatives designated as fair value hedges, changes in the fair value of the derivatives are reflected in current earnings, together with changes in the fair value of the related hedged item if there is a highly effective correlation between changes in the fair value of the interest rate swaps and changes in the fair value of the underlying asset or liability that is intended to be hedged. If there is not a highly effective correlation between changes in the fair value of the interest rate swap and changes in the fair value of the underlying asset or liability that is intended to be hedged, then only the changes in the fair value of the interest rate swaps are reflected in the Company’s consolidated financial statements.Consolidated Financial Statements.

 

The Company offers various interest rate derivative contracts to its customers. When derivative transactions are executed with its customers, the derivative contracts are offset by paired trades with third-party financial institutions including with central counterparties (“CCP”). Certain derivative contracts entered with CCPs are settled-to-market daily to the extent the CCP’s rulebooks legally characterize the variation margin as settlement. Derivative contracts are intended to allow borrowers to lock in attractive intermediate and long-term fixed rate financing while not increasing the interest rate risk to the Company. These transactions are generally not linked to specific Company assets or liabilities on the Condensed Consolidated Balance Sheets or to forecasted transactions in a hedging relationship and, therefore, are economic hedges. The contracts are marked to market at each reporting period. The changes in fair values of the derivative contracts traded with third-party financial institutions are expected to be largely comparable to the changes in fair values of the derivative transactions executed with customers throughout the terms of these contracts, except for the credit valuation adjustment component.  The Company records credit valuation adjustments on derivatives to properly reflect the variances of credit worthiness between the Company and the counterparties, considering the effects of enforceable master netting agreements and collateral arrangements.

 

In May 2014, the Bancorp entered into interest rate swap contracts in the notional amount of $119.1 million for a period of ten years. The objective of these interest rate swap contracts, which were designated as hedging instruments in cash flow hedges, was to hedge the quarterly interest payments on the Bancorp’s $119.1 million of Junior Subordinated Debentures that had been issued to five trusts, throughout the ten-year period beginning in June 2014 and ending in June 2024, from the risk of variability of these payments resulting from changes in the three-month LIBOR interest rate. The Bancorp pays a weighted average fixed interest rate of 2.61% and receives a variable interest rate of the three-month LIBOR at a weighted average rate of 2.37%. The notional amount of cash flow interest rate swaps was $119.1 million as of both September 30, 2019 and December 31, 2018, and their unrealized loss of $4.4 million and $241 thousand, net of taxes, was included in other comprehensive income as of September 30, 2019 and December 31, 2018, respectively. The amount of periodic net settlement of interest rate swaps included in interest expense was $78 thousand and $83 thousand for the three months ended September 30, 2019 and 2018, respectively. The amount of periodic net settlement of interest rate swaps included in interest expense was a net interest expense of $41 thousand and a net interest expense of $480 thousand for the nine months ended September 30, 2019 and 2018, respectively. As of September 30, 2019,2020, and 2018,2019, the ineffective portion of these interest rate swaps was not significant. The notional amount and net unrealized loss of the Company’s cash flow derivative financial instruments as of September 30, 2020, and December 31, 2019, were as follows:

  

September 30, 2020

  

December 31, 2019

 

 

 

($ in thousands)

 
Cash flow swap hedges:        

Notional

 $119,136  $119,136 

Weighted average fixed rate-pay

  2.61%  2.61%

Weighted average variable rate-receive

  0.51%  2.26%
         

Unrealized loss, net of taxes (1)

 $(7,393) $(3,412)

  

Three months ended

  

Nine months ended

 
  

September 30, 2020

  

September 30, 2019

  

September 30, 2020

  

September 30, 2019

 

Periodic net settlement of swaps (2)

 $702  $78  $1,471  $41 

(1)-

Included in other comprehensive income.

(2)-

the amount of periodic net settlement of interest rate swaps was included in interest expense.

 

As of September 30, 2019,2020, the Bank’s outstanding interest rate swap contracts had a notional amount of $584.0$494.9 million for various terms from three to ten years. The Bank entered into these interest rate swap contracts that are matched to individual fixed-rate commercial real estate loans in the Bank’s loan portfolio. These contracts have been designated as hedging instruments to hedge the risk of changes in the fair value of the underlying commercial real estate loans due to changes in interest rates. The swap contracts are structured so that the notional amounts reduce over time to match the contractual amortization of the underlying loan and allow prepayments with the same pre-payment penalty amounts as the related loan. The Bank pays a weighted average fixed rate of 4.71% and receives a variable rate of the one-month LIBOR rate plus a weighted average spread of 261 basis points, or at a weighted average rate of 5.01%. As of September 30, 2019,2020, and December 31, 2018, the notional amount of fair value interest rate swaps was $584.0 million and $613.4 million, respectively with net unrealized losses of $9.8 million and net unrealized gains of $6.6 million, respectively, included in other non-interest income. The amount of periodic net settlement of interest rate swaps increased interest income by $205 thousand and $96 thousand for the three months ended September 30, 2019, and 2018, respectively. The amount of periodic net settlement of interest rate swaps increased interest income by $1.4 million and decreased interest income by $132 thousand for the nine months ended September 30, 2019 and 2018, respectively. As of September 30, 2019, and 2018, the ineffective portion of these interest rate swaps was not significant. The notional amount and net unrealized loss of the Company’s fair value derivative financial instruments as of September 30, 2020, and December 31, 2019, were as follows:

  

September 30, 2020

  

December 31, 2019

 

 

 

($ in thousands)

 
Fair value swap hedges:        

Notional

 $494,932  $579,584 

Weighted average fixed rate-pay

  4.57%  4.71%

Weighted average variable rate spread

  1.90%  2.62%

Weighted average variable rate-receive

  3.27%  4.87%
         

Net unrealized loss (1)

 $(17,037) $(7,205)

  

Three months ended

  

Nine months ended

 
  

September 30, 2020

  

September 30, 2019

  

September 30, 2020

  

September 30, 2019

 

Periodic net settlement of SWAPs (2)

 $(2,510) $205  $(5,307) $1,352 

(1)-

the amount is included in other non-interest income.

(2)-

the amount of periodic net settlement of interest rate swaps was included in interest income.

 

The Company has designated as a partial-term hedging election $25.0 million of a pool of loans with a notational value of $44.7 million as of September 30, 2020. The loans are not expected to be affected by prepayment, defaults, or other factors affecting the timing and amount of cash flows under the last-of-layer method. The Company has entered into a pay-fixed and receive 1-Month LIBOR interest rate swap to convert the last-of-layer $25.0 million portion of a $44.7 million fixed rate loan tranche in order to reduce the Company’s exposure to higher interest rates for the last-of-layer tranche. As of September 30, 2020, the last-of-layer loan tranche had a fair value basis adjustment of $397 thousand. The interest rate swap converts this last-of-layer tranche into a floating rate instrument. The Company’s risk management objective with respect to this last-of-layer interest rate swap is to reduce interest rate exposure as to the last-of-layer tranche.

 

Interest rate swap contracts involve the risk of dealing with institutional derivative counterparties and their ability to meet contractual terms. Institutional counterparties must have a strong credit profile and be approved by the Company’s Board of Directors. The Company’s credit exposure on interest rate swaps is limited to the net favorable value and interest payments of all swaps by each counterparty. Credit exposure may be reduced by the amount of collateral pledged by the counterparty. The Bancorp’s interest rate swaps have been assigned by the counterparties to a derivative clearing organization and daily margin is indirectly maintained with the derivative clearing organization. Cash posted as collateral by the Bancorp related to derivative contracts totaled $9.1$13.2 million as of September 30, 20192020 and $1.8$7.1 million as of December 31, 2018.2019.

 

The Company from time to time enters into foreign exchange forward contracts with various counterparties to mitigate the risk of fluctuations in foreign currency exchange rates for foreign exchange certificates of deposit or foreign exchange contracts entered into with our clients. These contracts are not designated as hedging instruments and are recorded at fair value in our Condensed Consolidated Balance Sheets. Changes in the fair value of these contracts as well as the related foreign exchange certificates of deposit and foreign exchange contracts are recognized immediately in net income as a component of non-interest income. Period end gross positive fair values are recorded in other assets and gross negative fair values are recorded in other liabilities. AsThe notional amount and fair value of the Company’s derivative financial instruments not designated as hedging instruments as of September 30, 2019, the notional amount of option contracts totaled $1.2 million with a net negative fair value of $6 thousand. As of September 30, 2019, spot, forward,2020, and swap contracts in the total notional amount of $71.0 million had a positive fair value of $965 thousand. Spot, forward, and swap contracts in the total notional amount of $121.8 million had a negative fair value of $2.4 million at September 30, 2019. As of December 31, 2018, the notional amount2019, were as follows:

 

 

September 30, 2020

  

December 31, 2019

 

 

 

($ in thousands)

 
Derivative financial instruments not designated as hedging instruments:   

Notional amounts:

        

Option contracts

 $850  $908 

Spot, forward, and swap contracts with positive fair value

 $107,071  $146,397 

Spot, forward, and swap contracts with negative fair value

 $160,489  $127,003 

Fair value:

        

Option contracts

 $(6) $(7)

Spot, forward, and swap contracts with positive fair value

 $3,236  $2,411 

Spot, forward, and swap contracts with negative fair value

 $(1,592) $(1,415)

 

Liquidity

 

Liquidity is our ability to maintain sufficient cash flow to meet maturing financial obligations and customer credit needs, and to take advantage of investment opportunities as they are presented in the marketplace. Our principal sources of liquidity are growth in deposits, proceeds from the maturity or sale of securities and other financial instruments, repayments from securities and loans, federal funds purchased, securities sold under agreements to repurchase, and advances from the FHLB. As of September 30, 2019,2020, our average monthly liquidity ratio (defined as net cash plus short-term and marketable securities to net deposits and short-term liabilities) was 12.7%16.0% compared to 12.0%12.9% as of December 31, 2018.2019.

 

The Bank is a shareholder of the FHLB, which enables the Bank to have access to lower-cost FHLB financing when necessary. At September 30, 2019,2020, the Bank had an approved credit line with the FHLB of San Francisco totaling $4.4$4.8 billion. Total advances from the FHLB of San Francisco were $600.0$230.0 million and standby letter of credits issued by the FHLB on the Company’s behalf were $368.1$529.1 million as of September 30, 2019.2020. These borrowings bear fixed rates and are secured by the Bank’s loans. See Note 11 to the Condensed Consolidated Financial Statements. At September 30, 2019,2020, the Bank pledged $22.7$7.5 million of its commercial loans to the Federal Reserve Bank’s Discount Window under the Borrower-in-Custody program. The Bank had borrowing capacity of $24.3$7.8 million from the Federal Reserve Bank Discount Window at September 30, 2019.2020.

 

Liquidity can also be provided through the sale of liquid assets, which consist of federal funds sold, securities purchased under agreements to resell, and securities available-for-sale. At September 30, 2019,2020, investment securities totaled $1.4$1.1 billion, with $20.8$18.6 million pledged as collateral for borrowings and other commitments. The remaining $1.4$1.1 billion was available as additional liquidity or to be pledged as collateral for additional borrowings.

 

Approximately 90%95% of our time deposits mature within one year or less as of September 30, 2019.2020. Management anticipates that there may be some outflow of these deposits upon maturity due to the keen competition in the Bank’s marketplace. However, based on our historical runoff experience, we expect the outflow will not be significant and can be replenished through our normal growth in deposits. ManagementAs of September 30, 2020, management believes all the above-mentioned sources will provide adequate liquidity during the next twelve months for the Bank to meet its operating needs. Deposits and other sources of liquidity, however, may be adversely impacted by the COVID-19 pandemic.

 

The business activities of Bancorp consist primarily of the operation of the Bank and limited activities in other investments. The Bank paid dividends to Bancorp totaling $176.5$96.0 million and $94.8$176.5 million during the first nine months of 20192020 and 2018,2019, respectively.

 

 

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

We use a net interest income simulation model to measure the extent of the differences in the behavior of the lending and funding rates to changing interest rates, so as to project future earnings or market values under alternative interest rate scenarios. Interest rate risk arises primarily through the Company’s traditional business activities of extending loans and accepting deposits. Many factors, including but not limited to economic, market and financial conditions, movements in interest rates, and consumer preferences, affect the spread between interest earned on assets and interest paid on liabilities. The net interest income simulation model is designed to measure the volatility of net interest income and net portfolio value, defined as net present value of assets and liabilities, under immediate rising or falling interest rate scenarios in 100 basis point increments.

 

Although the modeling can be helpful in managing interest rate risk, it does require significant assumptions for the projection of loan prepayment rates on mortgage related assets, loan volumes and pricing, and deposit and borrowing volume and pricing, that might prove inaccurate. Because these assumptions are inherently uncertain, the model cannot precisely estimate net interest income, or precisely predict the effect of higher or lower interest rates on net interest income. Actual results will differ from simulated results due to the timing, magnitude, and frequency of interest rate changes, the differences between actual experience and the assumed volume, changes in market conditions, and management strategies, among other factors. The Company monitors its interest rate sensitivity and seeks to reduce the risk of a significant decrease in net interest income caused by a change in interest rates.

 

We have established a tolerance level in our policy to define and limit net interest income volatility to a change of plus or minus 5% when the hypothetical rate change is plus or minus 200 basis points. When the net interest rate simulation projects that our tolerance level will be met, or exceeded, we seek corrective action after considering, among other things, market conditions, customer reaction, and the estimated impact on profitability. The Company’s simulation model also projects the net economic value of our portfolio of assets and liabilities. We have established a tolerance level in our policy to limit the loss in the net economic value of our portfolio of assets and liabilities to zero when the hypothetical rate change is plus or minus 200 basis points.

 

The table below shows the estimated impact of changes in interest rates on net interest income and market value of equity as of September 30, 2019:2020:

 

 

Net Interest

 

Market Value

  

Net Interest

 

Market Value

 
 

Income

 

of Equity

  

Income

 

of Equity

 

Change in Interest Rate (Basis Points)

  

Volatility (1)

  

Volatility (2)

   

Volatility (1)

  

Volatility (2)

 

+200

  7.2  1.1   8.8  7.1 

+100

  3.6  1.0   4.0  3.9 
-100  -6.5  -0.2   -0.2  -3.0 
-200  -17.0  3.8   -0.1  -2.9 

 

(1)

The percentage change in this column represents net interest income of the Company for 12 months in a stable interest rate environment versus the net interest income in the various rate scenarios.

(2)

The percentage change in this column represents the net portfolio value of the Company in a stable interest rate environment versus the net portfolio value in the various rate scenarios.

 

 

Item 4. CONTROLS AND PROCEDURES.

 

The Company’s principal executive officer and principal financial officer have evaluated the effectiveness of the Company’s “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) or 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. Based upon their evaluation, the principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports filed or submitted by it under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by the Company in such reports is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

 

There has not been any change in our internal control over financial reporting that occurred during the third quarter of 20192020 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

 

PART II – OTHER INFORMATION

 

Item 1.     LEGAL PROCEEDINGS.

 

From time to time, Bancorp and its subsidiaries are parties to litigation that arise in the ordinary course of business or otherwise are incidental to various aspects of its operations. Based upon information available to the Company and its review of any such litigation with counsel, management presently believes that the liability relating to such litigation, if any, would not be expected to have a material adverse impact on the Company’s consolidated financial condition, results of operations or liquidity taken as a whole. The outcome of litigation and other legal and regulatory matters is inherently uncertain, however, and it is possible that one or more of the legal matters currently pending or threatened against the Company could have a material adverse effect on the Company’s consolidated financial condition, results of operations or liquidity taken as a whole.

 

 

Item 1A.     RISK FACTORS.

 

TheOther than the supplemental risk factor set forth below, the Company is not aware of any material change to the risk factors as previously disclosed in Part I, Item 1A, of the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.2019. In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors disclosed in Part I, Item 1A, of the Company’s Annual Report on Form 10-K for the year ended December 31, 2018,2019, which could materially and adversely affect the Company’s business, financial condition, results of operations and stock price. The risk factors disclosed in the Annual Report on Form 10-K are not the only risks facing the Company. Additional risks and uncertainties, including those not presently known to the Company or that the Company presently believes not to be material, could also materially and adversely affect the Company’s business, financial condition, and results of operations and stock price.

 

The outbreak of the COVID-19 pandemic has caused a significant global economic downturn, which has adversely affected, and is expected to continue to adversely affect, our business and results of operations, and the future impacts of the COVID-19 pandemic on the global economy and our business, results of operations and financial condition remain uncertain.

Global health and economic concerns relating to the COVID-19 outbreak and government actions taken to reduce the spread of the virus have had a material adverse impact on the macroeconomic environment, and the outbreak has significantly increased economic uncertainty. The pandemic has resulted in federal, state and local authorities, including those who govern the markets in which we operate, implementing numerous measures to try to contain the virus. Such measures have included travel bans and restrictions, curfews, quarantines, shelter in place or total lock-down orders and business limitations and shutdowns. Such measures have significantly contributed to rising unemployment and negatively impacted consumer and business spending. The United States government has taken steps to attempt to mitigate some of the more severe anticipated economic effects of the virus, including the passage of the CARES Act, but there can be no assurance that such steps will be effective or achieve their desired results in the near future.

The outbreak has adversely impacted and is likely to continue to adversely impact our workforce and operations and the operations of our customers and business partners. In particular, we may experience financial losses due to a number of operational factors impacting us or our customers or business partners, including but not limited to the following:

Our business is dependent upon the willingness and ability of our customers to conduct banking and other financial transactions. The spread of COVID-19 could disrupt the business, activities, and operations of our customers, cause a decline in demand for our products and services, including loans and deposits which may result in a significant decrease in business and would negatively impact our liquidity position, and our growth strategy.

Our financial results could also be impacted due to an inability of our customers to meet their loan commitments due to job losses or other losses associated with impacts of the disease, and could also result in increased risk of delinquencies, defaults, foreclosures, declining collateral values and the ability of our borrowers to repay their loans resulting in losses to our Bank.

Based on a review of the appropriateness of the allowance for loan losses at September 30, 2020, we recorded a provision for credit losses of $12.5 million in third quarter of 2020, primarily a result of the economic deterioration of the global economy resulting from the COVID-19 pandemic. While we took steps to incorporate the impact of the COVID-19 pandemic on the economic forecast and other factors utilized to determine our allowance for loan losses, if the economic forecast or other factors worsen relative to the assumptions we utilized, our allowance for loan losses will increase accordingly in future periods.

Market interest rates have declined significantly. We expect that these reductions in interest rates, especially if prolonged, could adversely affect our net interest income, margins and our profitability. Our assets and liabilities may be significantly impacted by changes in interest rates.

The COVID-19 pandemic restrictions have created significant volatility and disruption in the financial markets, and these conditions may require us to recognize an elevated level of other than temporary impairments on investment securities in our portfolio as issues of these securities are negatively impacted by the economic slowdown. Declines in fair value of investment securities in our portfolio could also reduce the unrealized gains reported as part of our consolidated comprehensive income (loss).

We are required to comply with minimum capital and leverage requirements. Our capital strategy is primarily to maintain capital levels through the COVID-19 pandemic, and our Board of Directors could determine, as appropriate, to reduce or forego dividends in order to maintain and/or strengthen our capital and liquidity position.

Current and future governmental action may temporarily require us to conduct business related to foreclosures, repossessions, payments, deferrals and other customer-related transactions differently.

The pandemic creates heightened risks of cyber and payment fraud, as cyber criminals try to take advantage of the disruption and increased online activity brought about by the pandemic.

Although we have established a pandemic response plan and procedures, our workforce has been, is, and may continue to be impacted by COVID-19. We are taking precautions to protect the safety and well-being of our employees and customers, including temporary branch and office closures, but no assurance can be given that our actions will be adequate or appropriate, nor can we predict the level of disruption which will occur to our employees’ ability to provide customer support and service. The spread could also negatively impact availability of key personnel and employee productivity, as well as the business and operations of third-party service providers who perform critical services for us, which could adversely impact our ability to deliver products and services to our customers.

These and other factors may exist for an extended period of time and may continue to adversely affect our business, financial condition and operations even after the COVID-19 outbreak has subsided. The extent to which the pandemic impacts our business, financial condition and operations will depend on future developments, which are highly uncertain and are difficult to predict, including, but not limited to, the pandemic’s duration and severity, the actions to contain it or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume. Even after the pandemic has subsided, we may continue to experience materially adverse impacts to our business as a result of its economic impact, including the availability of credit, adverse impacts on our liquidity and any recession that has occurred or may occur in the future. Additionally, future outbreaks of COVID-19, or other viruses, may occur.

There are no comparable recent events that provide guidance as to the effect the spread of COVID-19 as a global pandemic may have, and, as a result, the ultimate impact of the pandemic is highly uncertain and subject to change. We do not yet know the full extent of the impacts on our business, our operations or the global economy as a whole. Therefore, the risk factors discussed in our Annual Report on Form 10-K and in this Form 10-Q could be heightened, changed or be added to in the future.

Item 2.     UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

 

ISSUER PURCHASES OF EQUITY SECURITIES

 

Period

 

(a) Total Number of

Shares (or Units)

Purchased

  

(b) Average

Price Paid

per Share

(or Unit)

  

(c) Total Number

of Shares (or

Units)

Purchased as

Part of Publicly

Announced

Plans or

Programs

  

(d) Maximum Number

(or Approximate

Dollar Value) of

Shares (or Units) that

May Yet Be

Purchased Under the

Plans or Programs

 

Month #1 (July 1, 2019 - July 31, 2019)

  0  $0   0  $28,286,005 

Month #2 (August 1, 2019 - August 31, 2019)

  135,000  $34.76   135,000  $23,593,308 

Month #3 (September 1, 2019 - September 30, 2019)

  0  $0   0  $23,593,308 

Total

  135,000  $34.76   135,000  $23,593,308 

Issuer Purchases of Equity Securities

Period

(a) Total Number of Shares (or Units) Purchased

(b) Average Price Paid per Share (or Unit)

(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs

(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs

(July 1, 2020 - July 31, 2020)

0

$0.00

0

$10,713,881

(August 1, 2020 - August 31, 2020)

0

$0.00

0

$10,713,881

(September 1, 2020 - September 30, 2020)

0

$0.00

0

$10,713,881

Total

0

$0.00

0

$10,713,881

For additional information, see Note 20 to the Company’s unaudited Condensed Consolidated Financial Statements.

 

For a discussion of limitations on the payment of dividends, see “Dividend Policy” and “Liquidity under Part I—Item 2— “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

 

 

Item 3.     DEFAULTS UPON SENIOR SECURITIES.

 

Not applicable.

 

Item 4.     MINE SAFETY DISCLOSURES.

 

Not applicable.

 

Item 5.     OTHER INFORMATION.

 

None.

 

Item 6.     EXHIBITS.

 

Exhibit 31.110.1Employment Agreement, dated as of July 16, 2020, among Cathay General Bancorp, Cathay Bank and Chang M. Liu. **+
Exhibit 10.2Change in Control Employment Agreement, dated as of July 16, 2020, among Cathay General Bancorp, Cathay Bank and Chang M. Liu. **+

Exhibit 31.1

Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.+

Exhibit 31.2

Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.+

Exhibit 32.1

Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.++

Exhibit 32.2

Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.++

Exhibit 99.1Press Release of Cathay General Bancorp dated July 16, 2020, announcing CEO succession.

Exhibit 101.INS

XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document*

Exhibit 101.SCH

Inline XBRL Taxonomy Extension Schema Document*

Exhibit 101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document*

Exhibit 101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document*

Exhibit 101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document*

Exhibit 101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document*

Exhibit 104

Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document*

 

____________________

+

+ Filed herewith.

 

++

++ Furnished herewith.

 

*

Filed electronically herewith.

**

Indicates a management contract or compensation plan.

 

 

SIGNATURES

 

 

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.

 

 

Cathay General Bancorp

(Registrant)

(Registrant)
  
  

Date: November 6, 2020

/s/ Chang M. Liu 

 
 

Chang M. Liu

President and Chief Executive Officer

Date: November 8, 2019  
  

Date: November 6, 2020

/s/ Pin Tai                                    Heng W. Chen 

 
 Pin Tai
Chief Executive Officer
Date: November 8, 2019
/s/

Heng W. Chen

Heng W. Chen

Executive Vice President and

Chief Financial Officer

 

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