Table of Contents

UNITED STATES

securities and exchange commissionSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

formFORM 10-Q

(Mark One)

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

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended

September 30, 20202021

OR

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

For the transition period from

to
Commission file number001-31830

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Cathay General Bancorp

For the transition period from

to

 

(Exact name of registrant as specified in its charter)

 

Commission file number

001-31830

CATHAY GENERAL BANCORP

(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. See definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting 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, 79,660,76777,223,495 shares outstanding as of October 31, 2020.2021.


CATHAY GENERAL BANCORP AND SUBSIDIARIES

3RD QUARTER 2021 REPORT ON FORM 10-Q

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

3

Item 1.

FINANCIAL STATEMENTS (Unaudited)

3

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

8

Item 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

80

Item 4.

CONTROLS AND PROCEDURES.

81

PART II – OTHER INFORMATION

81

Item 1.

LEGAL PROCEEDINGS.

81

Item 1A.

RISK FACTORS.

82

Item 3.

DEFAULTS UPON SENIOR SECURITIES.

83

Item 4.

MINE SAFETY DISCLOSURES.

83

Item 5.

OTHER INFORMATION.

83

Item 6.

EXHIBITS.

83

SIGNATURES

84

 

 

 

 

CATHAY GENERAL BANCORP AND SUBSIDIARies

3Rdquarter 2020 REPORT ON FORM 10-Q

table of contents

PART I – FINANCIAL INFORMATION3
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 OPERATIONS.45
Item 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK72
Item 4.CONTROLS AND PROCEDURES.73
PART II – OTHER INFORMATION73
Item 1.LEGAL PROCEEDINGS.73
Item 1A.RISK FACTORS.74
Item 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.76
Item 3.DEFAULTS UPON SENIOR SECURITIES.77
Item 4.MINE SAFETY DISCLOSURES.77
Item 5.OTHER INFORMATION.77
Item 6.EXHIBITS.77
SIGNATURES78


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:

 

 

local, regional, national and international economic and market 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 regulation, including the implementation of the Dodd-Frank Wall Street Reform and 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;

 

liquidity risk;

 

fluctuations in interest rates;

 

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

 

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)COVID-19) and geopolitical events;

 

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 ourBancorp 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, 20192020 (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, 2020

  

December 31, 2019

 
  

(In thousands, except share and per share data)

 

Assets

        

Cash and due from banks

 $128,896  $177,240 

Short-term investments and interest-bearing deposits

  1,305,170   416,538 

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

  15,565,779   15,075,481 

Less:  Allowance for loan losses 

  (179,130)  (123,224)

Unamortized deferred loan fees, net

  (4,210)  (626)

Loans, net 

  15,382,439   14,951,631 

Equity securities 

  22,964   28,005 

Federal Home Loan Bank stock 

  17,250   18,090 

Other real estate owned, net 

  4,918   10,244 

Affordable housing investments and alternative energy partnerships, net

  325,013   308,681 

Premises and equipment, net 

  103,438   104,239 

Customers’ liability on acceptances

  12,973   10,694 

Accrued interest receivable 

  57,102   53,541 

Goodwill 

  372,189   372,189 

Other intangible assets, net 

  5,631   6,296 

Right-of-use assets - operating leases 

  32,591   33,990 

Other assets

  167,124   150,924 

Total assets

 $19,018,238  $18,094,144 
         

Liabilities

        

Deposits:

        

Non-interest-bearing demand deposits 

 $3,306,421  $2,871,444 

Interest-bearing deposits:

        

NOW deposits 

  1,767,227   1,358,152 

Money market deposits 

  3,227,359   2,260,764 

Savings deposits 

  784,076   758,903 

Time deposits

  6,949,165   7,443,045 

Total deposits 

  16,034,248   14,692,308 

Short-term borrowings 

  0   25,683 

Advances from the Federal Home Loan Bank 

  230,000   670,000 

Other borrowings of affordable housing investments 

  23,788   29,022 

Long-term debt

  119,136   119,136 

Deferred payments from acquisition 

  0   7,644 

Acceptances outstanding 

  12,973   10,694 

Lease liabilities - operating leases 

  35,116   35,873 

Other liabilities 

  188,254   209,501 

Total liabilities

  16,643,515   15,799,861 

Commitments and contingencies 

      

Stockholders’ Equity

        

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 

  955,742   950,466 

Accumulated other comprehensive income, net 

  6,389   2,302 

Retained earnings 

  1,743,106   1,659,153 

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

  2,374,723   2,294,283 

Total liabilities and equity

 $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,

 
  

2020

  

2019

  

2020

  

2019

 
  

(In thousands, except share and per share data)

 

Interest and Dividend Income

                

Loans receivable, including loan fees

 $167,556  $187,827  $513,575  $548,395 

Investment securities

  4,115   8,687   17,130   24,454 

Federal Home Loan Bank stock

  216   301   735   903 

Deposits with banks

  347   1,016   1,538   4,289 

Total interest and dividend income

  172,234   197,831   532,978   578,041 
                 

Interest Expense

                

Time deposits

  26,247   40,378   92,213   113,992 

Other deposits

  5,761   6,626   19,671   17,591 

Advances from Federal Home Loan Bank

  1,251   1,661   4,119   5,976 

Long-term debt

  1,456   1,948   4,336   6,087 

Deferred payments from acquisition

  15   93   115   502 

Short-term borrowings

  0   125   234   198 

Total interest expense

  34,730   50,831   120,688   144,346 
                 

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 (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

  1,792   1,602   4,992   4,733 

Depository service fees

  1,263   1,119   3,678   3,617 

Other operating income

  8,527   7,424   23,474   20,097 

Total non-interest income

  9,977   10,388   31,369   36,103 
                 

Non-Interest Expense

                

Salaries and employee benefits

  33,341   31,915   92,477   97,200 

Occupancy expense

  5,295   5,579   15,435   16,617 

Computer and equipment expense

  3,044   2,741   8,218   8,453 

Professional services expense

  5,241   5,952   15,586   17,209 

Data processing service expense

  3,772   3,246   11,004   9,737 

FDIC and regulatory assessments

  1,993   2,582   6,854   7,190 

Marketing expense

  1,089   2,436   3,890   5,556 

Other real estate owned expense/(income)

  423   190   (3,229)  839 

Amortization of investments in low income housing and alternative energy partnerships

  16,173   6,997   42,997   26,909 

Amortization of core deposit intangibles

  172   172   515   515 

Other operating expense

  5,454   3,770   14,672   15,871 

Total non-interest expense

  75,997   65,580   208,419   206,096 
                 

Income before income tax expense

  58,984   93,808   172,740   265,702 

Income tax expense

  2,190   20,973   14,773   53,944 

Net income

 $56,794  $72,835  $157,967  $211,758 
                 

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

 $0.71  $0.91  $1.98  $2.64 

Diluted

 $0.71  $0.91  $1.98  $2.64 

Cash dividends paid per common share

 $0.31  $0.31  $0.93  $0.93 

Average Common Shares Outstanding:

                

Basic

  79,628,372   79,736,814   79,599,288   80,096,855 

Diluted

  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’ EQUITYBALANCE SHEETS

(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 
  

September 30, 2021

  

December 31, 2020

 
  

(In thousands, except share and per share data)

 

Assets

        

Cash and due from banks

 $156,287  $138,616 

Short-term investments and interest-bearing deposits

  1,667,875   1,282,462 

Securities available-for-sale (amortized cost of $1,073,074 at September 30, 2021 and $1,019,230 at December 31, 2020)

  1,079,216   1,036,550 

Loans

  15,976,781   15,644,396 

Less:  Allowance for loan losses

  (131,945)  (166,538)

Unamortized deferred loan fees, net

  (3,835)  (2,494)

Loans, net

  15,841,001   15,475,364 

Equity securities

  20,117   23,744 

Federal Home Loan Bank stock

  17,250   17,250 

Other real estate owned, net

  5,251   4,918 

Affordable housing investments and alternative energy partnerships, net

  313,517   309,016 

Premises and equipment, net

  100,344   102,998 

Customers’ liability on acceptances

  13,185   13,753 

Accrued interest receivable

  56,844   59,032 

Goodwill

  372,189   372,189 

Other intangible assets, net

  4,831   5,434 

Right-of-use assets - operating leases

  29,179   30,919 

Other assets

  183,354   170,889 

Total assets

 $19,860,440  $19,043,134 

Liabilities

        

Deposits:

        

Non-interest-bearing demand deposits

 $4,024,504  $3,365,086 

Interest-bearing deposits:

        

NOW deposits

  2,202,956   1,926,135 

Money market deposits

  4,132,912   3,359,191 

Savings deposits

  920,138   785,672 

Time deposits

  5,726,360   6,673,317 

Total deposits

  17,006,870   16,109,401 

Advances from the Federal Home Loan Bank

  20,000   150,000 

Other borrowings of affordable housing investments

  23,197   23,714 

Long-term debt

  119,136   119,136 

Acceptances outstanding

  13,185   13,753 

Lease liabilities - operating leases

  32,028   33,484 

Other liabilities

  182,733   175,502 

Total liabilities

  17,397,149   16,624,990 

Commitments and contingencies

      

Stockholders Equity

        

Common stock, $0.01 par value, 100,000,000 shares authorized; 90,850,175 issued and 77,240,215 outstanding at September 30, 2021, and 90,643,206 issued and 79,508,265 outstanding at December 31, 2020

  909   906 

Additional paid-in-capital

  969,719   964,734 

Accumulated other comprehensive income, net

  (368)  5,310 

Retained earnings

  1,935,831   1,789,325 

Treasury stock, at cost (13,609,960 shares at September 30, 2021, and 11,134,941 shares at December 31, 2020)

  (442,800)  (342,131)

Total equity

  2,463,291   2,418,144 

Total liabilities and equity

 $19,860,440  $19,043,134 

 

See accompanying Notes to Condensed Consolidated Financial Statements.

 

3

CATHAY GENERAL BANCORP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE INCOME

(Unaudited)

  

Three months ended September 30,

  

Nine months ended September 30,

 
  

2021

  

2020

  

2021

  

2020

 
  

(In thousands, except share and per share data)

 

Interest and Dividend Income

                

Loans receivable, including loan fees

 $163,948  $167,556  $485,162  $513,575 

Investment securities

  3,707   4,115   9,963   17,130 

Federal Home Loan Bank stock

  258   216   730   735 

Deposits with banks

  714   347   1,467   1,538 

Total interest and dividend income

  168,627   172,234   497,322   532,978 
                 

Interest Expense

                

Time deposits

  9,299   26,247   33,363   92,213 

Other deposits

  5,243   5,761   16,302   19,671 

Advances from Federal Home Loan Bank

  146   1,251   1,036   4,119 

Long-term debt

  1,455   1,456   4,318   4,336 

Deferred payments from acquisition

  0   15   0   115 

Short-term borrowings

  0   0   0   234 

Total interest expense

  16,143   34,730   55,019   120,688 

Net interest income before provision for credit losses

  152,484   137,504   442,303   412,290 

Provision for credit losses

  3,050   12,500   (19,508)  62,500 

Net interest income after provision for credit losses

  149,434   125,004   461,811   349,790 
                 

Non-Interest Income

                

Net gain/(loss) from equity securities

  3   (1,605)  (3,628)  (1,928)

Securities losses, net

  0   0   853   1,153 

Letters of credit commissions

  1,764   1,792   5,236   4,992 

Depository service fees

  1,401   1,263   4,107   3,678 

Other operating income

  9,048   8,527   28,231   23,474 

Total non-interest income

  12,216   9,977   34,799   31,369 
                 

Non-Interest Expense

                

Salaries and employee benefits

  33,437   33,341   98,917   92,477 

Occupancy expense

  5,136   5,295   15,142   15,435 

Computer and equipment expense

  3,175   3,044   10,093   8,218 

Professional services expense

  6,232   5,241   16,698   15,586 

Data processing service expense

  3,524   3,772   10,422   11,004 

FDIC and regulatory assessments

  1,830   1,993   5,195   6,854 

Marketing expense

  945   1,089   5,270   3,890 

Other real estate owned (income)/expense

  (88)  423   197   (3,229)

Amortization of investments in low income housing and alternative energy partnerships

  12,411   16,173   34,663   42,997 

Amortization of core deposit intangibles

  172   172   515   515 

Costs associated with debt redemption

  0   0   732   0 

Acquisition, integration and reorganization costs

  476   0   476   0 

Other operating expense

  4,965   5,454   15,005   14,672 

Total non-interest expense

  72,215   75,997   213,325   208,419 
                 

Income before income tax expense

  89,435   58,984   283,285   172,740 

Income tax expense

  17,038   2,190   60,305   14,773 

Net income

 $72,397  $56,794  $222,980  $157,967 
                 

Other Comprehensive Income, net of tax

                

Unrealized holding (loss)/gain on securities available-for-sale

  (3,232)  (2,496)  (7,271)  8,880 

Unrealized holding gain/(loss) on cash flow hedge derivatives

  492   532   2,194   (3,981)

Less: reclassification adjustments for losses included in net income

  0   0   601   812 

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

  (2,740)  (1,964)  (5,678)  4,087 

Total other comprehensive income

 $69,656  $54,830  $217,302  $162,054 
                 

Net Income Per Common Share:

                

Basic

 $0.93  $0.71  $2.83  $1.98 

Diluted

 $0.93  $0.71  $2.82  $1.98 

Cash dividends paid per common share

 $0.31  $0.31  $0.93  $0.93 

Average Common Shares Outstanding:

                

Basic

  77,846,424   79,628,372   78,841,899   79,599,288 

Diluted

  78,153,408   79,764,318   79,128,644   79,758,943 

See accompanying Notes to Consolidated Financial Statements.

4

CATHAY GENERAL BANCORP AND SUBSIDIARIES

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

  

Earnings

  

Stock

  

Equity

 
  

(In thousands, except share data)

 

Balance at June 30, 2021

  78,158,590  $908  $967,166  $2,372  $1,887,571  $(405,660) $2,452,357 

Dividend Reinvestment Plan

  22,267   0   894   0   0   0   894 

Restricted stock units vested

  1,971   0   0   0   0   0   0 

Shares withheld related to net share settlement of RSUs

     0   (38)  0   0   0   (38)

Stock issued to directors

  0   0   0   0   0   0   0 

Purchases of treasury stock

  (942,613)  0   0   0   0   (37,139)  (37,139)

Stock-based compensation

     0   1,697   0   0   0   1,697 

Cash dividends of $0.31 per share

     0   0   0   (24,137)  0   (24,137)

Other comprehensive loss

     0   0   (2,740)  0   0   (2,740)

Net income

     0   0   0   72,397   0   72,397 

Balance at September 30, 2021

  77,240,215  $908  $969,719  $(368) $1,935,831  $(442,799) $2,463,291 

              

Accumulated

             
  

Common Stock

  

Additional

  

Other

          

Total

 
  

Number of

      

Paid-in

  

Comprehensive

  

Retained

  

Treasury

  

Stockholders'

 
  

Shares

  

Amount

  

Capital

  

Income

  

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

        (4)           (4) 

Stock issued to directors

  0   0   0   0   0   0   0 

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 income

     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 

See accompanying Notes to Consolidated Financial Statements.

5


 

CATHAY GENERAL BANCORP AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’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

  

Income

  

Earnings

  

Stock

  

Equity

  

Shares

  

Amount

  

Capital

  

Income

  

Earnings

  

Stock

  

Equity

 
 

(In thousands, except share data)

  

(In thousands, except share data)

 

Balance at December 31, 2019

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

Balance at December 31, 2020

 79,508,265  $906  $964,734  $5,310  $1,789,325  $(342,131) $2,418,144 

Cumulative effect of change in accounting principle related to ASC 326, net of tax

   0  0  0  (3,139) 0  (3,139)

Dividend Reinvestment Plan

 109,988  2  2,571  0  0  0  2,573  62,326  1  2,618  0  0  0  2,619 

Restricted stock units vested

 188,879  2  0  0  0  0  2  123,893  1  0  0  0  0  1 

Shares withheld related to net share settlement of RSUs

   0  (1,903) 0  0  0  (1,903)   0  (2,632) 0  0  0  (2,632)

Stock issued to directors

 31,110  0  800  0  0  0  800  20,750  0  850  0  0  0  850 

Purchases of treasury stock

 (400,000) 0  0  0  0  (12,880) (12,880) (2,475,019) 0  0  0  0  (100,668) (100,668)

Stock-based compensation

   0  3,808  0  0  0  3,808    0  4,149  0  0  0  4,149 

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 

Cash dividends of $0.93 per share

   0  0  0  (73,335) 0  (73,335)

Other comprehensive loss

   0  0  (5,678) 0  0  (5,678)

Net income

     0   0   0   157,967   0   157,967      0   0   0   222,980   0   222,980 

Balance at September 30, 2020

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

Balance at September 30, 2021

  77,240,215  $908  $969,719  $(368) $1,935,831  $(442,799) $2,463,291 

 

 

             

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'

 
 

Shares

  

Amount

  

Capital

  

(Loss)/Income

  

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  0  0  0  2,522  109,988  2  2,571  0  0  0  2,573 

Restricted stock units vested

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

Shares withheld related to

               

net share settlement of RSUs

   0  (2,300) 0  0  0  (2,300)

Shares withheld related to net share settlement of RSUs

   0  (1,903) 0  0  0  (1,903)

Stock issued to directors

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

Purchases of treasury stock

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

Stock-based compensation

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

Cash dividends of $0.93 per share

   0  0  0  (74,422) 0  (74,422)

Cash dividends of $0.93 per share

   0  0  0  (74,014) 0  (74,014)

Other comprehensive income

   0  0  17,173  0  0  17,173    0  0  4,087  0  0  4,087 

Net income

     0   0   0   211,758   0   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 

 

See accompanying Notes to Condensed Consolidated Financial Statements.

 

6


 

CATHAY GENERAL BANCORP AND SUBSIDIARIESSUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

Nine months ended September 30,

  

Nine months ended September 30,

 
 

2020

  

2019

  

2021

  

2020

 
 

(In thousands)

  

(In thousands)

 

Cash Flows from Operating Activities

            

Net income

 $157,967  $211,758  $222,980  $157,967 

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

      

Provision/(reversal) for credit losses

 62,500  (2,000)

Provision for losses on other real estate owned

 717  494 

Deferred tax (benefit)/provision

 (10,305) 9,911 

(Reversal)/provision for credit losses

 (15,710) 62,500 

(Reversal)/Provision for losses on other real estate owned

 (8) 717 

Deferred tax (benefit)/ provision

 8,867  (10,305)

Depreciation and amortization

 5,644  5,009  5,942  5,644 

Amortization of right-of-use asset

 6,624  6,248  5,972  6,624 

Change in operating lease liabilities

 (757) (5,298) (1,456) (757)

Net gains on sale and transfer of other real estate owned

 (4,216) (193) (120) (4,216)

Net gains on sale of loans held for sale

 (219) (795)

Proceeds from sales of loans held for sale

 6,406  38,742 

Net gains on sale of loans

 (357) (219)

Proceeds from sales of loans

 5,351  6,406 

Originations of loans held for sale

 (6,187) 0  (4,994) (6,187)

Amortization on alternative energy partnerships, venture capital and other investments

 42,904  27,009  31,610  42,904 

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

 (1,153) 108 

Net gain on sales and calls of securities

 (853) (1,153)

Amortization/accretion of security premiums/discounts, net

 6,211  2,376  6,128  6,211 

Loss on sales or disposal of fixed assets

 45  0  55  45 

Unrealized loss/(gain) on equity securities

 1,928  (7,764)

Stock based compensation and stock issued to officers as compensation

 4,608  5,597 

Unrealized loss on equity securities

 3,628  1,928 

Stock-based compensation and stock issued to officers as compensation

 4,999  4,608 

Net change in accrued interest receivable and other assets

 (13,000) (31,640) (21,607) (13,000)

Net change in other liabilities

  (26,597)  64,186   (12,880)  (26,597)

Net cash provided by operating activities

  233,120   323,748   237,547   233,120 
  

Cash Flows from Investing Activities

            

Purchase of investment securities available-for-sale

 (272,961) (539,979) (406,750) (272,961)

Proceeds from sale of investment securities available-for-sale

 107,539  149,725  21,102  107,539 

Proceeds from sale of equity securities

 3,112  0  0  3,112 

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

 543,114  233,058  326,527  543,114 

Purchase of Federal Home Loan Bank stock

 (840) (975) 0  (840)

Redemptions of Federal Home Loan Bank stock

 1,680  975  0  1,680 

Net increase in loans

 (496,732) (803,291) (349,924) (496,732)

Purchase of premises and equipment

 (4,372) (5,125) (2,828) (4,372)
Benefits received from bank owned life insurance policies 2,752  0 

Proceeds from sales of other real estate owned

 4,308  1,905  0  4,308 

Net increase in investment in affordable housing and alternative energy partnerships

  (60,129)  (35,952)  (19,039)  (60,129)

Net cash used for investing activities

  (175,281)  (999,659)  (428,160)  (175,281)
  

Cash Flows from Financing Activities

            

Net increase in deposits

 1,342,019  955,679  897,713  1,342,019 

Advances from Federal Home Loan Bank

 1,450,000  3,610,000  50,000  1,450,000 

Repayment of Federal Home Loan Bank borrowings

 (1,890,000) (3,540,000) (180,000) (1,890,000)

Cash dividends paid

 (74,014) (74,422) (73,335) (74,014)

Repayment of other borrowings

 (7,663) (39,918) 0  (7,663)

Proceeds from other borrowings

 0  25,507 

Purchases of treasury stock

 (12,880) (36,301) (100,668) (12,880)

Repayment of short-term borrowings

 (25,683) 0  0  (25,683)

Proceeds from shares issued under Dividend Reinvestment Plan

 2,573  2,522  2,619  2,573 

Taxes paid related to net share settlement of RSUs

  (1,903)  (2,300)  (2,632)  (1,903)

Net cash provided by financing activities

  782,449   900,767   593,697   782,449 
  

Increase in cash, cash equivalents, and restricted cash

 840,288  224,856 

Decrease in cash, cash equivalents, and restricted cash

 403,084  840,288 

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

  593,778   600,290   1,421,078   593,778 

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

 $1,434,066  $825,146  $1,824,162  $1,434,066 
  

Supplemental disclosure of cash flow information

      

Cash paid during the period:

      

Interest

 $133,151  $137,422  $61,574  $133,151 

Income taxes paid

 $35,490  $43,507  $65,291  $35,490 

Non-cash investing and financing activities:

      

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

 $8,068  $21,292 

Net change in unrealized holding loss on cash flow hedge derivatives

 $(3,981) $(4,119)

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

 $(7,872) $8,068 

Net change in unrealized holding gain/(loss) on cash flow hedge derivatives

 $2,194  $(3,981)

Transfers to other real estate owned from loans held for investment

 $0  $860  $205  $0 

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

 $0  $75,285 

 

See accompanying Notes to Condensed Consolidated Financial Statements.

 

7


 

CATHAY GENERAL BANCORP AND SUBSIDIARIESSUBSIDIARIES

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”), ten 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, 2020,2021, the Bank operates 2524 branches in Southern California, 13 branches in Northern California, 10 branches in New York State, four in Washington State, three2 in Illinois, two in Texas, one in Maryland, Massachusetts, Nevada, and New Jersey, one 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 and Summary of Significant Accounting Policies

 

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, 2020.2021. 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, 2019.2020 filed with the SEC on March 1, 2021 (the "2020 Form 10-K").

 

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. RecentSummary of Significant Accounting PronouncementsPolicies

 

With the exception of the updated accounting policies listed below, the accompanying unaudited interim Consolidated Financial Statements have been prepared on a consistent basis with the accounting policies described in Consolidated Financial Statements and Supplementary Data - Note 1 - “Summary of Significant Accounting Policies” under Part II, Item 8 of our 2020 Form 10K.

Accounting Standards Adopted in 2020Securities Available for Sale

 

InPrior to January 2017,1, 2021, the FASB issued ASU 2017-04, “Intangibles—Goodwill and Other (Topic 350available-for-sale ("AFS"): 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 debt securities were measured at fair value of a reporting unit’s goodwill withand declines in the carrying amount of that goodwill. Adoption of this update is on a prospective basis andfair value were reviewed to determine whether the amendments in this update are to be applied to annual periods beginning after December 15, 2019. Adoption of ASU 2017-04impairment was other-than-temporary. If we did not expect to recover the entire amortized cost basis of the security, then an other-than-temporary impairment (“OTTI”) was considered to have a material impact onoccurred. The cost basis of the Company’s Consolidated Financial Statements.

In August 2018, the FASB issued ASU No.2018-13, “Disclosure Framework Changessecurity was written down to the Disclosure Requirements for Fair Value Measurement.” This ASU eliminates, adds and modifies certain disclosure requirements forits estimated fair value measurements. Among the changes, entities will no longer be required to discloseand the amount of and reasons for transfers between Level 1 and Level 2the write-down was recognized through a charge to earnings. If the amount of the fair value hierarchyamortized cost basis expected to be recovered increased in a future period, the cost basis of the security was not increased 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 interim and annual reporting periods beginning after December 15, 2019; early adoption is permitted. As ASU No.2018-13 only revises disclosure requirements, there was no material impact on the Company’s Consolidated Financial Statements.rather recognized prospectively through interest income.

 

8

Effective January 1, 2021, upon the adoption of ASU 2016-13, debt securities AFS are measured at fair value and subject to impairment testing. When an AFS debt security is considered impaired, the Company must determine if the decline in fair value has resulted from a credit-related loss or other factors and then, (1) recognize an allowance for credit loss by a charge to earnings for the credit-related component (if any) of the decline in fair value, and (2) recognize in other comprehensive income (loss) any non-credit related components of the fair value change. If the amount of the amortized cost basis expected to be recovered increases in a future period, the valuation reserve would be reduced, but not more than the amount of the current existing reserve for that security.

Interest income includes amortization of premiums and discounts as an adjustment of yield on a level-yield basis. Premiums on callable debt securities are amortized to their earliest call date. Gains and losses on sales are recorded on the trade date and determined using the specific identification method.

A debt security is placed on nonaccrual status at the time any principal or interest payments become delinquent by 90 days or greater. Interest accrued but not received for a security placed on non-accrual is reversed against interest income. No interest was reversed against interest income during the period.

Allowance for Credit Losses on Available for Sale Securities

For AFS debt securities in an unrealized loss position, the Company first assesses whether it intends to sell, or it is more likely than not that it will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value with the credit component of the unrealized loss of the impaired AFS debt security recognized as an allowance for credit losses, and a corresponding provision for credit losses on the consolidated statement of income and the non-credit component is recognized in other comprehensive income (loss), net of applicable taxes. For AFS debt securities that do not meet the aforementioned criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, the payment structure of the security, failure of the issuer of the security to make scheduled interest or principal payments, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. Any fair value changes that has not been recorded through an allowance for credit losses is recognized in other comprehensive income.

Changes in the allowance for credit losses are recorded as provision for credit loss expense. Losses are charged against the allowance when management believes the uncollectability of an available-for-sale security is confirmed or when either of the criteria regarding intent or requirement to sell is met.

The amortized cost of the Company’s AFS debt securities excludes accrued interest, which is included in “accrued interest receivable” on the Consolidated Balance Sheets. The Company has made an accounting policy election not to measure an allowance for credit losses for accrued interest receivables on AFS debt securities since the Company timely reverses any previously accrued interest when the debt security remains in default for an extended period. As each AFS debt security has a unique security structure, where the accrual status is clearly determined when certain criteria listed in the terms are met, the Company assesses the default status of each security as defined by the debt security’s specific security structure.

9

Trading securities are reported at fair value, with unrealized gains or losses included in income.

Loans Held for Investment

Loans receivable that the Company has the intent and ability to hold for the foreseeable future or until maturity are stated at their outstanding principal, reduced by an allowance for loan losses and net of deferred loan fees or costs on originated loans and unamortized premiums or discounts on purchased loans. Nonrefundable fees and direct costs associated with the origination or purchase of loans are deferred and netted against outstanding loan balances. The deferred net loan fees and costs are recognized in interest income as an adjustment to yield over the loan term using the effective interest method or straight-line method. Discounts or premiums on purchased loans are accreted or amortized to interest income using the effective interest method or straight-line method over the remaining period to contractual maturity. Interest on loans is calculated using the simple-interest method on daily balances of the principal amounts outstanding based on an actual or 360-day basis.

Generally, loans are placed on nonaccrual status when they become 90 days past due. Loans are considered past due when contractually required principal or interest payments have not been made on the due dates. Loans are also placed on nonaccrual status when management believes, after considering economic and business conditions and collection efforts, that the borrower’s financial condition is such that full collection of principal or interest becomes uncertain, regardless of the length of past due status. Once a loan is placed on nonaccrual status, interest accrual is discontinued, and all unpaid accrued interest is reversed against interest income. As a result, accrued interest receivable does not carry a credit loss reserve. Interest payments received on nonaccrual loans are reflected as a reduction of principal and not as interest income. A loan is returned to accrual status when the borrower has demonstrated a satisfactory payment trend subject to management’s assessment of the borrower’s ability to repay the loan.

Loans Held for Sale

Held for sale loans are carried at the lower of aggregate cost or fair value. Gains and losses are recorded in non-interest income based on the difference between sales proceeds, net of sales commissions, and carrying value. When a determination is made at the time of commitment to originate or purchase loans as held-for-investment, it is the Company’s intent to hold these loans to maturity or for the “foreseeable future,” subject to periodic review under the Company’s management evaluation processes, including asset/liability management. When the Company subsequently changes its intent to hold certain loans, the loans are transferred from the loans held-for-investment portfolio at amortized cost to the loans held-for-sale portfolio at lower of aggregate cost or fair value and the existing ACL on the loans transferred is reversed.

Allowance for Credit Losses on Loans Held for Investment.

Effective January 1, 2021, and upon the adoption of ASU 2016-13, the Company replaced the incurred loss accounting approach with the current expected credit loss (“CECL”) approach for financial instruments measured at amortized cost and other commitments to extend credit. CECL requires the immediate recognition of estimated credit losses expected to occur over the estimated remaining life of the asset. The forward-looking concept of CECL requires loss estimates to consider historical experience, current conditions and reasonable and supportable economic forecasts of future events and circumstances.

The ACL on loans held for investment is the combination of the allowance for loan losses and the reserve for unfunded loan commitments. The allowance for loan losses is reported as a reduction of the amortized cost basis of loans, while the reserve for unfunded loan commitments is included within "other liabilities" on the Consolidated Balance Sheets (Unaudited). The amortized cost basis of loans does not include accrued interest receivable, which is included in "accrued interest receivable" on the Consolidated Balance Sheets. The "Provision for credit losses" on the Consolidated Statements of Operations and Comprehensive Income (Unaudited) is a combination of the provision for loan losses and the provision for unfunded loan commitments.

10

Under the Company's CECL approach, management estimates the ACL using relevant available information from internal and external sources, relating to past events, current conditions, and reasonable and supportable economic forecasts that vary by loan portfolio. We use economic forecasts from Moody’s Analytics in this process. The economic forecast is updated monthly; therefore, the one used for each quarter-end calculation is generally based on a one-month lag based on the timing of when the forecast is released. The Company does not consider a one-month lag to create a material difference but will consider any subsequent material changes to our estimated loss forecasts as deemed appropriate. Historical credit loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, delinquency level, or term as well as for changes in environmental conditions, such as changes in gross domestic product (or “GDP”), unemployment rates, property values, or other relevant factors.

Under the CECL methodology, quantitative and qualitative loss factors are applied to our population of loans on a collective pool basis when similar risk characteristics exist. When loans do not share similar risk characteristics, the Company would evaluate the loan for expected credit losses on an individual basis. The Company evaluates loans for expected credit losses on an individual basis if, based on current information and events, the loan does not share similar credit risk characteristics with other loans. The Company may choose to measure expected credit losses on an individual loan basis by using one of the following methods: (1) the present value of the expected future cash flows of the loan discounted at the loan’s original effective interest rate, or (2) if the loan is collateral dependent, the fair value of the collateral less costs to sell. For loans that are not collateral-dependent, the Company will use the present value of future cash flows.

Under the Company’s CECL methodology, nine portfolio segments with similar risk characteristics are evaluated for expected loss. Six portfolios are modeled using econometric models and three smaller portfolios are evaluated using a simplified loss-rate method that calculates lifetime expected credit losses for the respective pools (simplified approach). The six portfolios subject to econometric modeling include residential mortgages; commercial and industrial loans (“C&I”); construction loans; commercial real estate (“CRE”) for multifamily loans; CRE for owner-occupied loans; and other CRE loans. We estimate the probability of default during the reasonable and supportable forecast period using separate econometric regression models developed to correlate macroeconomic variables, (GDP, unemployment, CRE prices and residential mortgage prices) to historical credit performance for each of the six loan portfolios from 2007 to the fourth quarter of 2020. Loss given default rates would be computed based on the net charge-offs recognized divided by the expected exposure at default of defaulted loans starting with the fourth quarter of 2007 through the fourth quarter of 2020. The probability of default and the loss given default rates are applied to the expected amount at default at the loan level based on contractual scheduled payments and estimated prepayments. The amounts so calculated comprise the quantitative portion of the allowance for credit losses.

The Company’s CECL methodology utilizes an eight-quarter reasonable and supportable (“R&S”) forecast period, and a four-quarter reversion period. Management relies on multiple forecasts, blending them into a single loss estimate. Generally speaking, the blended scenario approach would include the Baseline, the Alternative Scenario 1 – Upside – 10th Percentile and the Alternative Scenario 3 – Downside – 90th Percentile forecasts. After the R&S period, the Company will revert linearly for the four-quarter reversion period to the long-term loss rates for each of the six portfolios of loans.

11

The Company’s CECL methodology estimates expected credit losses over the contractual term of the loans, adjusted for expected prepayments when appropriate. The contractual term excludes expected extensions, renewals, and modifications unless either of the following applies: (i) management has a reasonable expectation at the reporting date that a troubled debt restructuring will be executed with an individual borrower or (ii) the extension or renewal options are included in the original or modified contract at the reporting date and are not unconditionally cancellable by the Company.

The simplified approach portfolios include Small Business Administration (“SBA”) loans, Home Equity Lines of Credit (“HELOCs”) and cash-secured loans, which are not modelled econometrically due to the low loss history for these three pools of loans. The forecasted loss rate is based on the forecasted GDP and unemployment rates during the firsteight quarters of the portfolio’s contractual life, reversion loss rates for the next four quarters of the portfolio’s contractual life on a linear declining rate, and the long-term loss rate projected over the remainder of the portfolio’s contractual life.

Under the Company’s CECL methodology, the qualitative portion of the reserve on pooled loans represents management’s judgment of additional considerations to account for internal and external risk factors that are not adequately measured in the quantitative reserve. The qualitative loss factors consider idiosyncratic risk factors, conditions that may not be reflected in quantitatively derived results, or other relevant factors to seek to ensure the allowance for credit losses reflects our best estimate of current expected credit losses. The qualitative reserves include reserves for policy exceptions, experience of management and staff, level of competition in the lending environment, weak risk identification, lack of historical experience with residential mortgage loans made to non-U.S. residents, oil and gas, included as part of the C&I loan portfolio, and the higher risk characteristics of purchased syndicated loans. Current and forecasted economic trends and underlying market values for collateral dependent loans also are considered within the econometric models described above.

The Company's CECL methodology requires a significant amount of management judgment in determining the appropriate allowance for credit losses. Several of the steps in the methodology involve judgment and are subjective in nature including, among other things: segmenting the loan portfolio; determining the amount of loss history to consider; selecting predictive econometric regression models that use appropriate macroeconomic variables; determining the methodology to forecast prepayments; selecting the most appropriate economic forecast scenario; determining the length of the R&S forecast and reversion periods; estimating expected utilization rates on unfunded loan commitments; and assessing relevant and appropriate qualitative factors. In addition, the CECL methodology is dependent on economic forecasts that are inherently imprecise and will change from period to period. Although the allowance for credit losses is considered by management to be appropriate, there can be no assurance that it will be sufficient to absorb future losses.

Management believes the allowance for credit losses is appropriate for the CECL in our loan portfolio and associated unfunded commitments, and the credit risk ratings and inherent loss rates currently assigned are reasonable and appropriate as of the reporting date.

12

Individually Evaluated Loans

Loans that do not share similar risk characteristics with other financial assets are individually evaluated for impairment and excluded from loan pools used within the collective evaluation of estimated credit losses. We defined the following criteria for what constitutes a “default”, which results in a loan no longer sharing similar risk characteristics with other loans, and therefore requires an individual evaluation for expected credit losses. The criteria for default may include any one of the following: on nonaccrual status, modified under a troubled debt restructuring, or payment delinquency of 90 days or more.

Impaired Loans

Prior to January 1, 2021, a loan or lease was considered impaired when it was probable that we would be unable to collect all amounts due according to the contractual terms of the loan or lease agreement. The measurement of impairment may be based on (1) the present value of the expected future cash flows of the impaired loan discounted at the loan’s original effective interest rate, (2) the observable market price of the impaired loan or (3) the fair value of the collateral of a collateral-dependent loan. The amount by which the recorded investment in the loan exceeds the measure of the impaired loan is recognized by recording a valuation allowance with a corresponding charge to the provision for loan losses. When loans are placed on an impaired status, previously accrued but unpaid interest is reversed against current income and subsequent payments received are generally first applied toward the outstanding principal balance of the loan.

Troubled Debt Restructured Loan (TDR)

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 reduction in the stated interest rate, reduction in the loan balance or accrued interest, or extension of the maturity date. Although these loan modifications are considered TDRs, TDR 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 are 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. Loans classified as TDRs are reported as individually evaluated loans.

The allowance for credit loss on a TDR is measured using the same method as all other loans held for investment, except when the value of a concession cannot be measured using a method other than the discounted cash flow method. When the value of a concession is measured using the discounted cash flow method, the allowance for credit loss is determined by discounting the expected future cash flows at the original interest rate of the loan.

The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) as extended by the Consolidated Appropriation Act, 2021 (“CAA”) 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. Such conditions include the following (i) the loan modification is made between March 1, 2020 and the earlier of January 1, 2022 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.

13

Unfunded Loan Commitments

Unfunded loan commitments are generally related to providing credit facilities to clients of the Bank and are not actively traded financial instruments. These unfunded commitments are disclosed as off-balance sheet financial instruments in Note 9 in the Notes to Consolidated Financial Statements (Unaudited).

The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the Company, using the same loss factors as used for the allowance for loan losses. The reserve for unfunded loan commitments uses the expected historical usage rate of the unfunded commitments during the contractual life of the commitments. The allowance for unfunded commitments is included in “other liabilities” on the Consolidated Balance Sheets. Changes in the allowance for unfunded commitments are included in the provision for loan losses.

3. Recent Accounting Pronouncements

 

Other Accounting Standards Pending Adoption Adopted in 2021

 

In June 2016, the FASBFinancial Accounting Standards Board ("FASB") issued ASUAccounting Standards Update ("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”)&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”)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 and subsequent ASUs are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. This amendment is required to be adoptedrequires 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. 

 

As previously disclosed, Effective January 1, 2021, the Company formed a multidisciplinary project team and implementation plan, developed a conceptual framework, and engaged an outside firm to develop econometric regression models for net losses during the R&S forecast period.  Our approach for estimating expected life-time credit losses 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 eight 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 four quarters using a linear transition to the historical loss rates for each loan pool. Model back testing, third party model validation and management review of model results are substantially underway, and are nearing completion.

As previously disclosed, the Company has elected to delay its adoption ofadopted ASU 2016-13 as provided byand the Coronavirus Aid, Relief,related amendments to Accounting Standards Codification ("ASC") Topic 326, Financial Instruments - Credit Losses, to replace the incurred loss accounting approach with a CECL approach for financial instruments measured at amortized cost and Economic Security (the “CARES Act”), untilother commitments to extend credit. The new standard is generally intended to require earlier recognition of credit losses. While the date on whichstandard changes the national emergency related tomeasurement of the COVID-19 outbreak is terminated or December 31, 2020, whichever occurs first. Upon adoption of ASU 2016-13, the Company expects to recognize, as of January 1, 2020, a one-time cumulative effect adjustment through retained earnings of between $10 million to $12 million and expects to increase its allowance for credit losses, (“ACL”) by $15it does not change the credit risk of our lending portfolios or the ultimate losses in those portfolios.

Under the CECL approach, the standard requires immediate recognition of estimated credit losses expected to $17 million. As of September 30, 2020, occur over the Company’s process for estimationestimated remaining life of the ACL underasset. The forward-looking concept of CECL requires loss estimates to consider historical experience, current conditions and reasonable and supportable forecasts. The standard modifies the CECLother-than-temporary impairment model is in progress asfor available-for-sale debt securities to require entities to record an allowance when recognizing credit losses for available-for-sale securities, rather than reducing the March 31, 2020 ACL,amortized cost of the June 30, 2020 ACL and the September 30, 2020 ACL. Based on its preliminary analysis as of 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.securities by direct write-offs.

 

The Company adopted the new standard using the modified retrospective approach and recognized a cumulative effect adjustment to decrease retained earnings by $3.1 million, net of taxes, and decrease the allowance for loan losses by $1.6 million and increase the reserve for unfunded loan commitments by $6.0 million without restating prior periods and applied the requirements of the new standard prospectively. There was no cumulative effect adjustment related to available-for-sale securities at adoption. The Company elected to account for accrued interest receivable separately from the amortized cost of loans and investment securities. Accrued interest receivable is included in "accrued interest receivables" on the Consolidated Balance Sheets. The Company elected the practical expedient to use the fair value of the collateral at the reporting date when determining the allowance for credit losses for a financial asset for which the repayment is expected to be provided substantially through the operation or sale of the collateral when the borrower is experiencing financial difficulty based on the entity’s assessment as of the reporting date (collateral dependent financial asset). Additionally, the Company implemented new business processes, new internal controls, and modified existing and/or implemented new internal models and tools to facilitate the ongoing application of the new standard. See Note 8.Loans for further details.

The following table sets forth the cumulative effect of the changes to the Company’s unaudited Consolidated Balance Sheets at January 1, 2021, for the adoption of ASC 326:

  

Balance at

  

Adjustments due to

  

Balance at

 
  

December 31, 2020

  

Adoption of ASC 326

  

January 1, 2021

 

 

 

(In thousands)

 
Assets:            

Allowance for credit losses on loans

 $166,538  $(1,560) $164,978 

Deferred tax assets

  85,610   1,319   86,929 

Liabilities:

            

Allowance for unfunded commitments

 $5,880  $6,018  $11,898 

Stockholders' equity:

            

Retained earnings, net of tax

 $2,418,144  $(3,140) $2,415,004 

 

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.ASC. 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) Retrospectivelyretrospectively 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) Retrospectivelyretrospectively 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 does not expectAdoption of ASU 2017-11 todid not have a material impact on itsthe Company’s Consolidated Financial Statements.

 

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In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740); Simplifying the Accounting for Income Taxes.” This ASU removes specific exceptions to the general principles in Topic 740 in Generally Accepted Accounting Principles.GAAP. It eliminates the 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 exception in interim period income tax accounting for year-to-date losses that exceed anticipated losses. The ASU also (i) improves financial statement preparers’ application of income tax-related guidance and(ii) simplifies GAAP for: Franchisefor franchise taxes that are partially based on income; transactions with a government that result in a step up in the tax basis of goodwill; and separate financial statements of legal entities that are not subject to tax; and enacted(iii) establishes changes in tax laws in interim periods. This ASU is effective for public business entities, for fiscal years beginning after December 15, 2020 with early adoption permitted for public business entities for periods for which financial statements have not yet been issued. The Company does not expect the adoptionAdoption of ASU 2019-12 todid not have a material impact on the Company’s Consolidated Financial Statements.

 

In January 2020, the FASB issued ASU No. 2020-01, “'Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint-Ventures (Topic 323), and Derivatives and Hedging (Topic 815). Clarifying the Interactions between Topic 321, Topic 323, and Topic 815.” This ASU is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early 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 No. 2020-01 prospectively at the beginning of the interim period that includes the adoption 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 new ASU clarifies that, when determining the accounting for certain forward contracts and purchased options a company should not consider, 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 adoptionAdoption of ASU 2020-01 todid not have a material impact on the Company’s Consolidated Financial Statements.

 

Other Accounting Standards Pending Adoption

 

In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848): 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 provides temporary optional guidance to ease the potential burden in accounting for reference rate reform. The new guidance provides optional expedients and exceptions for applying generally accepted accounting principlesGAAP to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. The ASU is intended to help stakeholders during the global market-wide reference rate transition period. Therefore, it will be in effect for a limited time through December 31, 2022.  In January 2021, the FASB issued ASU 2021-01 as subsequent amendments, which expanded the scope of Topic 848 to include all affected derivatives and clarified certain optional expedients and exceptions regarding the hedge accounting for derivative contracts affected by the discounting transition. Based on our current assessment, we will plan to offer SOFR as the primary alternative reference rate but may consider alternate rates based on customer demands and/or the type of loan or financial instrument. The Company will also continue to assess impacts to our operations, financial models, data and technology as part of our transition plan. The adoption of this guidance is evaluating thenot expected to have a material impact of adopting ASU 2020-02 on the Company’s Consolidated Financial Statements.consolidated financial statements.

 

 

16

 

4. Cash, Cash Equivalents and Restricted Cash

 

The Company manages its cash and cash equivalents based 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.

 

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 $78 thousand0 and $110$60 thousand for the nine months ended September 30, 20202021 and for the year ended December 31, 2019,2020, respectively. As of September 30, 20202021 and December 31, 2019,2020, the Company had $39.0$31.9 million and $17.7$34.7 million, respectively, on deposit in a cash margin account that serves as collateral for interest rate swaps. These amounts included $13.2$8.0 million and $7.1$11.9 million as of September 30, 2021 and December 31, 2020, respectively, on deposit in a cash margin account that serves as collateral for the Bancorp’s interest rate swaps. As of September 30, 20202021 and December 31, 2019,2020, the Company held $21.8$1.0 million and $18.9$9.3 million, respectively, in a restricted escrow account with a major bank for its alternative energy investments.

 

 

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 common 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. Restricted 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,

 
 

2020

  

2019

  

2020

  

2019

  

Three months ended September 30,

  

Nine months ended September 30,

 
 

(In thousands, except share and per share data)

  

2021

  

2020

  

2021

  

2020

 
  

(In thousands, except share and per share data)

 

Net income

 $56,794  $72,835  $157,967  $211,758  $72,397  $56,794  $222,980  $157,967 
  

Weighted-average shares:

          

Basic weighted-average number of common shares outstanding

 79,628,372  79,736,814  79,599,288  80,096,855  77,846,424  79,628,372  78,841,899  79,599,288 

Dilutive effect of weighted-average outstanding common share equivalents RSUs

  135,946   257,016   159,655   233,761   306,984   135,946   286,745   159,655 

Diluted weighted-average number of common shares outstanding

  79,764,318   79,993,830   79,758,943   80,330,616   78,153,408   79,764,318   79,128,644   79,758,943 
  

Average restricted stock units with anti-dilutive effect

 117,621  32,321  97,110  47,690  884  117,621  30,130  97,110 

Earnings per common share:

          

Basic

 $0.71  $0.91  $1.98  $2.64  $0.93  $0.71  $2.83  $1.98 

Diluted

 $0.71  $0.91  $1.98  $2.64  $0.93  $0.71  $2.82  $1.98 

 

 

 

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.

 

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 zero and 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.

 

The following table presents RSU activity during the nine months ended September 30, 2020:2021:

 

 

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, 2019

 273,200  $35.90  297,744  $32.65 

Balance at December 31, 2020

 292,670  $33.37  302,802  $32.55 

Granted

 3,013  24.89  212,369  19.66  60,666  41.11  113,764  37.13 

Vested

 (79,630) 25.39  (193,240) 21.68  (96,869) 41.72  (76,292) 42.56 

Forfeited

  (8,162)  39.41   (14,071)  39.08   (23,324)  29.92   (7,768)  40.60 

Balance at September 30, 2020

  188,421  $40.01   302,802  $30.24 

Balance at September 30, 2021

  233,143  $32.26   332,506  $31.63 

 

The compensation expense recorded for RSUs was $1.3$1.7 million and $1.8$1.3 million for the three months ended September 30, 20202021, and 2019,2020, respectively. For the nine months ended September 30, 20202021 and 2019,2020, the compensation expense recorded for RSUs was $3.8$4.1 million and $4.8$3.8 million, respectively. Unrecognized stock-based compensation expense related to RSUs was $8.0$10.3 million and $11.5$8.0 million as of September 30, 20202021 and 2019,2020, respectively. As of September 30, 2020,2021, these costs are expected to be recognized over the next 1.71.9 years for time-based and performance-based RSUs.

 

As of September 30, 2020,2021, 2,150,7241,863,749 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 in the

nine18 months ended September 30, 2020 and 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, 2020,2021, and December 31, 2019:2020:

 

 

September 30, 2020

  

September 30, 2021

 
     

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  $40,206  $5  $0  $40,211 

U.S. government agency entities

 104,661  465  530  104,596  89,823  1,255  135  90,943 

Mortgage-backed securities

 709,756  20,045  557  729,244  798,905  12,490  6,328  805,067 

Collateralized mortgage obligations

 222  0  11  211  9,792  0  231  9,561 

Corporate debt securities

  146,368   288   147   146,509   134,348   514   1,428   133,434 

Total

 $1,060,975  $20,810  $1,245  $1,080,540  $1,073,074  $14,264  $8,122  $1,079,216 

 

  

December 31, 2020

 
      

Gross

  

Gross

     
  

Amortized

  

Unrealized

  

Unrealized

     
  

Cost

  

Gains

  

Losses

  

Fair Value

 
  

(In thousands)

 

Securities Available-for-Sale

                

U.S. treasury securities

 $80,948  $6  $6  $80,948 

U.S. government agency entities

  99,944   441   546   99,839 

Mortgage-backed securities

  709,709   17,965   606   727,068 

Collateralized mortgage obligations

  10,358   0   34   10,324 

Corporate debt securities

  118,271   367   267   118,371 

Total

 $1,019,230  $18,779  $1,459  $1,036,550 

As of September 30, 2021, the amortized cost of AFS debt securities excluded accrued interest receivables of $2.6 million, which are included in “accrued interest receivables” on the Consolidated Balance Sheets. For the Company’s accounting policy related to AFS debt securities’ accrued interest receivable, see Note 2.Basis of Presentation and Summary of Significant Accounting Policies to the Consolidated Financial Statements in this Form 10Q.

  

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  $0  $74,936 

U.S. government agency entities

  90,452   663   319   90,796 

U.S. government sponsored entities

  225,000   0   557   224,443 

Mortgage-backed securities

  880,040   8,574   824   887,790 

Collateralized mortgage obligations

  569   0   17   552 

Corporate debt securities

  172,743   605   23   173,325 

Total

 $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, 2020,2021, 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, 2020

  

September 30, 2021

 
 

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

 $182,047  $182,289  $45,215  $45,234 

Due after one year through five years

 44,028  44,044  117,088  115,615 

Due after five years through ten years

 176,079  178,429  149,474  153,657 

Due after ten years

  658,821   675,778   761,297   764,710 

Total

 $1,060,975  $1,080,540  $1,073,074  $1,079,216 

 

Equity Securities - The Company recognized a net lossgain of $1.6 million$3 thousand for the three months ended September 30, 2020,2021, due to the decreaseincrease in fair value during the quarter of equity investments with readily determinable fair values compared to a net gain of $0.4$1.6 million for the three months ended September 30, 2019.2020. The Company recognized a net loss of $3.6 million for the nine months ended September 30, 2021, due to the decrease in fair value, year to date, of equity investments with readily determinable fair values compared to 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, 2019.2020. Equity securities were $23.0$20.1 million and $28.0$23.7 million as of September 30, 20202021, and December 31, 2019,2020, respectively.

 

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, 20202021, and December 31, 2019:2020:

 

 

September 30, 2020

 
 

Less than 12 Months

  

12 Months or Longer

  

Total

  

September 30, 2021

 
     

Gross

     

Gross

     

Gross

  

Less than 12 Months

  

12 Months or Longer

  

Total

 
 

Fair

 

Unrealized

 

Fair

 

Unrealized

 

Fair

 

Unrealized

      

Gross

     

Gross

     

Gross

 
 

Value

  

Losses

  

Value

  

Losses

  

Value

  

Losses

  

Fair

 

Unrealized

 

Fair

 

Unrealized

 

Fair

 

Unrealized

 
 

(In thousands)

  

Value

  

Losses

  

Value

  

Losses

  

Value

  

Losses

 
              

(In thousands)

 

Securities Available-for-Sale

                                    

U.S. government agency entities

 $21,824  $94  $40,793  $436  $62,617  $530  $0  $0  $2,403  $135  $2,403  $135 

Mortgage-backed securities

 1,924  20  8,944  537  10,868  557  399,470  5,632  7,038  696  406,508  6,328 

Collateralized mortgage obligations

 0  0  211  11  211  11  9,418  219  144  12  9,562  231 

Corporate debt securities

  45,762   147   0   0   45,762   147   91,870   1,144   19,716   284   111,586   1,428 

Total

 $69,510  $261  $49,948  $984  $119,458  $1,245  $500,758  $6,995  $29,301  $1,127  $530,059  $8,122 

  

December 31, 2020

 
  

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

 $40,952  $6  $0  $0  $40,952  $6 

U.S. government agency entities

  26,390   102   40,009   444   66,399   546 

Mortgage-backed securities

  1,694   23   8,093   583   9,787   606 

Collateralized mortgage obligations

  10,131   25   193   9   10,324   34 

Corporate debt securities

  58,405   267   0   0   58,405   267 

Total

 $137,572  $423  $48,295  $1,036  $185,867  $1,459 

20

Allowance for Credit Losses

 

The securities that were in an unrealized loss position at September 30, 2021, were evaluated to determine whether the decline in fair value below the amortized cost basis resulted from a credit loss or other factors. For a discussion of the factors and criteria the Company uses in analyzing securities for impairment related to credit losses, see Note 2Basis of Presentation and Summary of Significant Accounting Policies - Allowance for Credit Losses on Available for Sale Securities to the Consolidated Financial Statements in this Form 10Q.

  

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, theThe Company believesconcluded 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, no other than temporary impairment write-downs wereallowance for credit losses was recorded onas of September 30, 2021, against these securities, and there was no provision for credit losses recognized for the Company’s Condensed Consolidated Statement of Operations and Comprehensive Income innine months ended September 30, 2021. For thethree or nine months ended September 30, 2020, andthere was 2019.no credit loss recognized.

 

Securities available-for-sale having a carrying value of $18.6$30.9 million and $20.1$22.7 million as of September 30, 20202021, and December 31, 2019,2020, respectively, were pledged to secure public deposits, other borrowings, and treasury tax and loan.

 

 

88. Loans.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.

 

The types of loans in the Company’s Condensed Consolidated Balance Sheets as of September 30, 2020,2021 and December 31, 2019,2020, were as follows:

 

 

September 30, 2020

  

December 31, 2019

  

September 30, 2021

  

December 31, 2020

 
 

(In thousands)

  

(In thousands)

 
  

Commercial loans

 $2,848,000  $2,778,744  $2,871,693  $2,836,833 

Residential mortgage loans

 4,169,847  4,088,586  4,144,789  4,145,389 

Commercial mortgage loans

 7,459,316  7,275,262  7,835,528  7,555,027 

Real estate construction loans

 675,112  579,864  688,195  679,492 

Equity lines

 411,848  347,975  433,206  424,555 

Installment and other loans

  1,656   5,050   3,370   3,100 

Gross loans

 $15,565,779  $15,075,481  $15,976,781  $15,644,396 

Allowance for loan losses

 (179,130) (123,224) (131,945) (166,538)

Unamortized deferred loan fees, net

  (4,210)  (626)  (3,835)  (2,494)

Total loans, net

 $15,382,439  $14,951,631  $15,841,001  $15,475,364 

 

 

As of September 30, 2021, recorded investment in non-accrual loans was $68.7 million. As of December 31, 2020, recorded investment in impaired loans totaled $105.8$95.4 million and was comprised of non-accrual loans of $77.2 million and accruing troubled debt restructured loans (“TDRs”) of $28.6 million. As of December 31, 2019, recorded investment in impaired loans totaled $75.9 million and was comprised of non-accrual loans of $40.5$67.7 million and accruing TDRs of $35.4$27.7 million. For non-accrual loans, the amounts previously charged off represent 10.6% of the contractual balances for non-accrual loans as of September 30, 2021. For impaired loans, the amounts previously charged off represent 6.1% and 2.1%7.1% of the contractual balances for impaired loans as of September 30, 2020 and December 31, 2019, 2020.respectively.

 

The following table presents the average recorded investment and interest income recognized on impairednon-accrual loans for the periodsperiod indicated:

 

 

Three Months Ended September 30,

  

Nine Months Ended September 30,

  

Three Months Ended

  

Nine Months Ended

 
 

2020

  

2019

  

2020

  

2019

  

September 30, 2021

  

September 30, 2021

 
 

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

 $30,346  $148  $38,659  $208  $30,723  $242  $41,132  $705  $16,379  $0  $22,989  $0 

Real estate construction loans

 4,368  98  4,662  0  4,444  245  4,734  0  4,548  50  4,310  220 

Commercial mortgage loans

 40,708  268  40,699  332  37,730  966  51,323  1,034  37,017  140  37,964  297 

Residential mortgage loans and equity lines

  16,609   74   13,133   78   15,240   200   13,126   237   9,831   7   8,976   23 

Total impaired loans

 $92,031  $588  $97,153  $618  $88,137  $1,653  $110,315  $1,976 

Total non-accrual loans

 $67,775  $197  $74,239  $540 

 

In connection with the adoption of ASU 2016-13, the Company no longer provides information on impaired loans. The following table presents the average recorded investment and interest income recognized on individually evaluated loans for the period indicated:

  

Three Months Ended

  

Nine Months Ended

 
  

September 30, 2020

  

September 30, 2020

 
  

Average

Recorded

Investment

  

Interest Income

Recognized

  

Average

Recorded

Investment

  

Interest Income

Recognized

 
  

(In thousands)

 
                 

Commercial loans

 $30,346  $148  $30,723  $242 

Real estate construction loans

  4,368   98   4,444   245 

Commercial mortgage loans

  40,708   268   37,730   966 

Residential mortgage loans and equity lines

  16,609   74   15,240   200 

Total impaired loans

 $92,031  $588  $88,137  $1,653 

 

The following table presents non-accrual loans and the related allowance as of September 30, 2021:

  

September 30, 2021

 
  

Unpaid

Principal

Balance

  

Recorded

Investment

  

Allowance

 
  

(In thousands)

 
             

With no allocated allowance

            

Commercial loans

 $13,897  $10,442  $ 

Real estate construction loans

  7,201   5,491    

Commercial mortgage loans

  19,356   18,407    

Residential mortgage loans and equity lines

  6,989   6,813    

Subtotal

 $47,443  $41,153  $ 
             

With allocated allowance

            

Commercial loans

 $16,739  $6,656  $1,301 

Commercial mortgage loans

  18,664   18,561   5,229 

Residential mortgage loans and equity lines

  2,892   2,312   0 

Subtotal

 $38,295  $27,529  $6,530 

Total non-accrual loans

 $85,738  $68,682  $6,530 

23

In connection with the adoption of ASU 2016-13, the Company no longer provides information on impaired loans. The following table presents impaired loans and the related allowance for loan losses as of the dates indicated:December 31, 2020:

 

 

September 30, 2020

  

December 31, 2019

  

December 31, 2020

 
 

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

 $16,210  $13,293  $  $20,134  $15,857  $  $23,784  $20,698  $ 

Real estate construction loans

 5,776  4,335    5,776  4,580    5,776  4,286   

Commercial mortgage loans

 22,996  22,532    9,234  9,030    22,877  22,287   

Residential mortgage loans and equity lines

  7,921   7,814      6,171   6,073      6,379   6,307    

Subtotal

 $52,903  $47,974  $  $41,315  $35,540  $  $58,816  $53,578  $ 
              

With allocated allowance

                              

Commercial loans

 $28,059  $20,871  $7,704  $8,769  $8,739  $2,543  $13,703  $6,372  $1,030 

Commercial mortgage loans

 31,138  31,019  582  26,117  26,040  473  31,134  31,003  5,254 

Residential mortgage loans and equity lines

  6,632   5,914   209   6,740   5,540   220   5,005   4,452   145 

Subtotal

 $65,829  $57,804  $8,495  $41,626  $40,319  $3,236  $49,842  $41,827  $6,429 

Total impaired loans

 $118,732  $105,778  $8,495  $82,941  $75,859  $3,236  $108,658  $95,405  $6,429 

 

The following tables present the aging of the loan portfolio by type as of September 30, 2020,2021, and as of December 31, 2019:2020:

 

 

September 30, 2020

  

September 30, 2021

 
 

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

 $4,956  $7,098  $0  $29,757  $41,811  $2,806,189  $2,848,000  $15,391  $2,326  $2,861  $17,098  $37,676  $2,834,017  $2,871,693 

Real estate construction loans

 19,000  2,657  0  4,335  25,992  649,120  675,112  0  0  0  5,491  5,491  682,704  688,195 

Commercial mortgage loans

 4,275  0  2,868  33,782  40,925  7,418,391  7,459,316  458  0  1,472  36,968  38,898  7,796,630  7,835,528 

Residential mortgage loans and equity lines

 212  0  0  9,317  9,529  4,572,166  4,581,695  0  2,451  0  9,125  11,576  4,566,419  4,577,995 

Installment and other loans

  0   0   0   0   0   1,656   1,656   8   0   0   0   8   3,362   3,370 

Total loans

 $28,443  $9,755  $2,868  $77,191  $118,257  $15,447,522  $15,565,779  $15,857  $4,777  $4,333  $68,682  $93,649  $15,883,132  $15,976,781 

 

  

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.

  

December 31, 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

 
  

(In thousands)

 
                             

Commercial loans

 $52,601  $3,182  $2,947  $23,087  $81,817  $2,755,016  $2,836,833 

Real estate construction loans

  6,257   0   0   4,286   10,543   668,949   679,492 

Commercial mortgage loans

  45,186   18,069   2,035   33,715   99,005   7,456,022   7,555,027 

Residential mortgage loans and equity lines

  14,315   4,223   0   6,596   25,134   4,544,810   4,569,944 

Installment and other loans

  43   0   0   0   43   3,057   3,100 

Total loans

 $118,402  $25,474  $4,982  $67,684  $216,542  $15,427,854  $15,644,396 

 

A TDR is a formal modification of the terms of a loan when the lender, for economic or legal reasons related to the borrower’sborrower'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.

date. Although these loan modifications are considered TDRs, on accrual status are comprised of theTDR loans that have, pursuant to the Bank’sBank's policy, performed under the restructured terms and have demonstrated sustained performance under the modified terms for six months before beingare 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. Loans classified as TDRs are reported as individually evaluated loans.

The allowance for credit loss on a TDR is measured using the same method as all other loans held for investment, except when the value of a concession cannot be measured using a method other than the discounted cash flow method. When the value of a concession is measured using the discounted cash flow method, the allowance for credit loss is determined by discounting the expected future cash flows at the original interest rate of the loan.

24

The Company establishes a specific reserve for individually evaluated loans that do not share similar risk characteristics with the loans included in the quantitative baseline. These individually evaluated loans are removed from the pooling approach discussed in the “Basis of Presentation and Summary of Significant Accounting Policies” above, for the quantitative baseline, and include non-accrual loans, TDRs, and other loans as deemed appropriate by management. In addition, the Company individually evaluates “reasonably expected” TDRs, which are identified by the Company as a commercial loan expected to be classified as a TDR. Individually evaluated loans also includes “reasonably expected” TDRs, identified by the Company as a consumer loan for which a borrower’s application of loan modification due to hardship has been received by the Company. Management judgment is utilized to make this determination.

Although the Company took steps to incorporate the impact of the COVID-19 pandemic on the economic conditions and other factors utilized to determine the expected loan losses, if the economic conditions or other factors worsen relative to the assumptions the Company utilized, the expected loan losses will increase accordingly in future periods.

 

As of September 30, 2020,2021, accruing TDRs were $28.6$24.4 million and non-accrual TDRs were $9.9$8.3 million compared to accruing TDRs of $35.3$27.7 million and non-accrual TDRs of $18.0$9.0 million as of December 31, 2019.2020. The Company allocated specific$181 thousand in reserves of $395 thousand to accruing TDRs and $42$24 thousand to non-accrual TDRs as of September 30, 2020,2021, and $822compared to $122 thousand to accruing TDRs and $2.2 million$24 thousand to non-accrual TDRs as of December 31, 2019.2020. The following tables set forth TDRs that were modified during the three and nine months ended September 30, 20202021 and 2019,2020, their specific reserves as of September 30, 20202021, and 2019,2020, and charge-offs for the three and nine months ended September 30, 20202021, and 2019:2020:

 

 

Three Months Ended September 30, 2020

  

September 30, 2020

  

Three Months Ended September 30, 2021

  

September 30, 2021

 
 

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

  2  $2,983  $2,983  $0  $203  0  $0  $0  $0  $0 

Residential mortgage loans and equity lines

  1   479   479   0   14 

Total

  2  $2,983  $2,983  $0  $203   1  $479  $479  $0  $14 

 

1925
 
  

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

 
  

(In thousands)

 
                     

Commercial loans

  2  $2,983  $2,983  $0  $203 

Residential mortgage loans and equity lines

  0   0   0   0   0 

Total

  2  $2,983  $2,983  $0  $203 

 

 

Three Months Ended September 30, 2019

  

September 30, 2019

  

Nine Months Ended September 30, 2021

  

September 30, 2021

 
 

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  $0  $89  1  $686  $686  $0  $0 

Residential mortgage loans and equity lines

  1   479   479   0  14 

Total

  3  $7,585  $6,165  $0  $89   2  $1,165  $1,165  $0  $14 

 

  

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

  

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

  

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  $0  $125  5  $5,417  $5,417  $0  $204 
Residential mortgage loans and equity lines  0   0   0   0   0 

Total

  23  $25,937  $10,814  $0  $125   5  $5,417  $5,417  $0  $204 

 

Modifications of the loan terms in the nine months ended September 30, 20202021, 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, 2020,2021, 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'borrowers’ inability to continue to comply with their restructured terms.

26

A summary of TDRs by type of concession and by type of loan, as of September 30, 2020,2021, and December 31, 2019,2020, is set forth in the table below:

 

 

September 30, 2020

  

September 30, 2021

 
 

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

 $4,406  $0  $0  $4,406  $1,453  $0  $0  $1,453 

Commercial mortgage loans

 582  5,662  13,526  19,770  441  5,552  13,114  19,107 

Residential mortgage loans

  1,940   284   2,187   4,411   1,726   251   1,869   3,846 

Total accruing TDRs

 $6,928  $5,946  $15,713  $28,587  $3,620  $5,803  $14,983  $24,406 

 

 

September 30, 2020

  

September 30, 2021

 
 

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

 $8,902  $0  $0  $8,902  $7,784  $0  $0  $7,784 

Commercial mortgage loans

 0  0  0  0 

Residential mortgage loans

  1,017   0   0   1,017   500   0   0   500 

Total non-accrual TDRs

 $9,919  $0  $0  $9,919  $8,284  $0  $0  $8,284 

 

 

December 31, 2019

  

December 31, 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

 $5,215  $0  $0  $5,215  $3,983  $0  $0  $3,983 

Commercial mortgage loans

 615  5,748  18,779  25,142  515  5,635  13,425  19,575 

Residential mortgage loans

  2,525   311   2,143   4,979   1,724   275   2,164   4,163 

Total accruing TDRs

 $8,355  $6,059  $20,922  $35,336  $6,222  $5,910  $15,589  $27,721 

 

 

December 31, 2019

  

December 31, 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

 $16,692  $0  $0  $16,692  $8,462  $0  $0  $8,462 

Commercial mortgage loans

  1,220   0   136   1,356 

Residential mortgage loans

  523   0   0   523 

Total non-accrual TDRs

 $17,912  $0  $136  $18,048  $8,985  $0  $0  $8,985 

 

27

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,

 
 

2020

  

2019

  

2020

  

2019

  

2021

  

2020

  

2021

  

2020

 
 

(In thousands)

  

(In thousands)

 

Accruing TDRs

                        

Beginning balance

 $31,671  $64,898  $35,336  $65,071  $27,261  $31,671  $27,721  $35,336 

New restructurings

 2,983  240  5,417  15,432  (208) 2,983  479  5,417 

Restructured loans restored to accrual status

 263  0  263  0  0  263  0  263 

Charge-offs

 0  (1,341) 0  (1,341) 0  0  0  0 

Payments

 (6,330) (22,150) (12,429) (36,219) (2,406) (6,330) (3,553) (12,429)

Restructured loans placed on non-accrual status

  0   0   0   (1,296)  (241)  0   (241)  0 

Ending balance

 $28,587  $41,647  $28,587  $41,647  $24,406  $28,587  $24,406  $28,587 

 

 

Three Months Ended September 30,

  

Nine Months Ended September 30,

  

Three Months Ended September 30,

  

Nine Months Ended September 30,

 
 

2020

  

2019

  

2020

  

2019

  

2021

  

2020

  

2021

  

2020

 
 

(In thousands)

  

(In thousands)

 

Non-accrual TDRs

                        

Beginning balance

 $12,670  $22,457  $18,048  $24,189  $8,402  $12,670  $8,985  $18,048 

New restructurings

 0  7,345  0  10,505  0  0  0  0 

Restructured loans placed on non-accrual status

 0  0  0  1,296  234  0  241  0 

Charge-offs

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

Payments

 (2,488) (7,626) (2,896) (12,596) (352) (2,488) (710) (2,896)

Restructured loans restored to accrual status

  (263)  0   (263)  0   0   (263)  (232)  (263)

Ending balance

 $9,919  $19,787  $9,919  $19,787  $8,284  $9,919  $8,284  $9,919 

 

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, 2020.2021.

 

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, 2020,2021, there were no commitments to lend additional funds to those borrowers whose loans had been restructured, were considered impaired,individually evaluated, or were on non-accrual status.

 

The CARES Act, signed into law on March 27, 2020, and as extended by the CAA, 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, 2020January 1, 2022 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. Loans are risk rated based on analysis of the current state of the borrower’s credit quality. The analysis of credit quality includes a review of sources of repayment, the borrower’s current financial and liquidity status and other relevant information. 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.

 

In connection with the adoption of ASU 2016-13, the Company no longer provides information on impaired loans. The following tables set forth thetable presents loan portfolio by risk rating as of September 30, 2020 and December 31, 2019:2020:

 

 

September 30, 2020

  

December 31, 2020

 
 

Pass/Watch

  

Special

Mention

  

Substandard

  

Doubtful

  

Total

  

Pass/Watch

  

 

Special

Mention

  

Substandard

  

Doubtful

  

Total

 
 

(In thousands)

  

(In thousands)

 

Commercial loans

 $2,553,148  $156,869  $137,983  $0  $2,848,000  $2,581,128  $141,344  $108,788  $5,573  $2,836,833 

Real estate construction loans

 548,075  122,299  4,738  0  675,112  593,196  82,010  4,286  0  679,492 

Commercial mortgage loans

 7,215,288  114,653  129,375  0  7,459,316  7,202,568  186,283  166,176  0  7,555,027 

Residential mortgage loans and equity lines

 4,571,766  212  9,717  0  4,581,695  4,547,052  11,647  11,245  0  4,569,944 

Installment and other loans

  1,656   0   0   0   1,656   3,100   0   0   0   3,100 

Total gross loans

 $14,889,933  $394,033  $281,813  $0  $15,565,779  $14,927,044  $421,284  $290,495  $5,573  $15,644,396 

 

  

December 31, 2019

 
  

Pass/Watch

  

Special

Mention

  

Substandard

  

Doubtful

  

Total

 
  

(In thousands)

 

Commercial loans

 $2,528,944  $166,016  $83,784  $0  $2,778,744 

Real estate construction loans

  461,597   113,687   4,580   0   579,864 

Commercial mortgage loans

  6,992,933   196,454   85,875   0   7,275,262 

Residential mortgage loans and equity lines

  4,427,205   914   8,442   0   4,436,561 

Installment and other loans

  5,050   0   0   0   5,050 

Total gross loans

 $14,415,729  $477,071  $182,681  $0  $15,075,481 
29

The following table summarizes the Company’s loan held for investment by loan portfolio segments, internal risk ratings and vintage year. The vintage year is the year of origination, renewal or major modification:

 

  

Loans Amortized Cost Basis by Origination Year

             

September 30, 2021

 

2021

  

2020

  

2019

  

2018

  

2017

  

Prior

  

Revolving

Loans

  

Revolving

Converted to

Term Loans

  

Total

 
  

(In thousands)

 

Commercial loans

                                    

Pass/Watch

 $552,079  $309,944  $245,936  $188,790  $87,579  $69,354  $1,266,946  $7,650  $2,728,278 

Special Mention

  93   570   4,506   1,703   2,871   0   22,073   89   31,905 

Substandard

  31   6,286   21,896   16,829   13,077   5,319   39,457   6,089   108,984 

Doubtful

  0   0   0   0   0   0   901   0   901 

Loss

  0   0   0   0   0   0   0   0   0 

Total

 $552,203  $316,800  $272,338  $207,322  $103,527  $74,673  $1,329,377  $13,828  $2,870,068 

YTD period charge-offs

 $0  $927  $507  $366  $0  $50  $17,649  $0  $19,499 

YTD period recoveries

  0   0   0   (75)  0   (169)  (1,301)  0   (1,545)

Net

 $0  $927  $507  $291  $0  $(119) $16,348  $0  $17,954 

Real estate construction loans

                                    

Pass/Watch

 $160,357  $213,737  $152,626  $64,908  $30,272  $0  $0  $0  $621,900 

Special Mention

  4,772   22,233   11,800   17,306   0   0   0   0   56,111 

Substandard

  0   0   3,344   0   0   4,066   0   0   7,410 

Doubtful

  0   0   0   0   0   0   0   0   0 

Loss

  0   0   0   0   0   0   0   0   0 

Total

 $165,129  $235,970  $167,770  $82,214  $30,272  $4,066  $0  $0  $685,421 

YTD period charge-offs

 $0  $0  $0  $0  $0  $0  $0  $0  $0 

YTD period recoveries

  0   0   0   0   0   (76)  0   0   (76)

Net

 $0  $0  $0  $0  $0  $(76) $0  $0  $(76)

Commercial mortgage loans

                                    

Pass/Watch

 $1,256,784  $1,266,048  $1,284,803  $1,089,005  $813,707  $1,473,901  $177,509  $0  $7,361,757 

Special Mention

  18,826   52,416   45,281   104,703   42,329   82,614   2,499   0   348,668 

Substandard

  1,116   235   10,906   46,149   1,590   62,095   856   0   122,947 

Doubtful

  0   0   0   0   0   0   0   0   0 

Loss

  0   0   0   0   0   0   0   0   0 

Total

 $1,276,726  $1,318,699  $1,340,990  $1,239,857  $857,626  $1,618,610  $180,864  $0  $7,833,372 

YTD period charge-offs

 $0  $0  $0  $0  $0  $0  $0  $0  $0 

YTD period recoveries

  0   0   (180)  0   0   (21)  (83)  0   (284)

Net

 $0  $0  $(180) $0  $0  $(21) $(83) $0  $(284)

Residential mortgage loans

                                    

Pass/Watch

 $722,013  $663,292  $731,803  $544,362  $474,271  $992,504  $0  $0  $4,128,245 

Special Mention

  0   140   4,369   1,448   839   589   0   0   7,385 

Substandard

  479   167   1,921   2,520   1,167   4,466   0   0   10,720 

Doubtful

  0   0   0   0   0   0   0   0   0 

Loss

  0   0   0   0   0   0   0   0   0 

Total

 $722,492  $663,599  $738,093  $548,330  $476,277  $997,559  $0  $0  $4,146,350 

YTD period charge-offs

 $0  $0  $0  $0  $3  $0  $0  $0  $3 

YTD period recoveries

  0   0   0   0   0   (208)  0   0   (208)

Net

 $0  $0  $0  $0  $3  $(208) $0  $0  $(205)

Equity lines

                                    

Pass/Watch

 $0  $0  $0  $0  $0  $7  $400,991  $31,677  $432,675 

Special Mention

  0   0   0   0   0   0   0   0   0 

Substandard

  0   0   0   0   0   0   1,240   450   1,690 

Doubtful

  0   0   0   0   0   0   0   0   0 

Loss

  0   0   0   0   0   0   0   0   0 

Total

 $0  $0  $0  $0  $0  $7  $402,231  $32,127  $434,365 

YTD period charge-offs

 $0  $0  $0  $0  $0  $0  $0  $0  $0 

YTD period recoveries

  0   0   0   0   0   0   (8)  (58)  (66)

Net

 $0  $0  $0  $0  $0  $0  $(8) $(58) $(66)

Installment and other loans

                                    

Pass/Watch

 $2,120  $1,250  $0  $0  $0  $0  $0  $0  $3,370 

Special Mention

  0   0   0   0   0   0   0   0   0 

Substandard

  0   0   0   0   0   0   0   0   0 

Doubtful

  0   0   0   0   0   0   0   0   0 

Loss

  0   0   0   0   0   0   0   0   0 

Total

 $2,120  $1,250  $0  $0  $0  $0  $0  $0  $3,370 

YTD period charge-offs

 $0  $0  $0  $0  $0  $0  $0  $0  $0 

YTD period recoveries

  0   0   0   0   0   0   0   0   0 

Net

 $0  $0  $0  $0  $0  $0  $0  $0  $0 

Total loans

 $2,718,670  $2,536,318  $2,519,191  $2,077,723  $1,467,702  $2,694,915  $1,912,472  $45,955  $15,972,946 

Net charge-offs/(recoveries)

 $0  $927  $327  $291  $3  $(424) $16,257  $(58) $17,323 

Revolving loans that are converted to term loans presented in the table above are excluded from the term loans by vintage year columns.

 

The following tables settable sets forth the balance in the allowance for loan losses by portfolio segment and based on impairment method as of September 30, 2020December 31, 2020. andThis table is no longer presented after December 31, 2019:2020, given the adoption of ASU 2016-13, which has a single impairment methodology.

 

  

September 30, 2020

 
      

Real Estate

  

Commercial

  

Residential

  

Installment

     
  

Commercial

  

Construction

  

Mortgage

  

Mortgage Loans

  

and

     
  

Loans

  

Loans

  

Loans

  

and Equity Lines

  

Other Loans

  

Total

 
  

(In thousands)

 

Loans individually evaluated for impairment

                        

Allowance

 $7,704  $0  $582  $209  $0  $8,495 

Balance

 $34,164  $4,335  $53,551  $13,728  $0  $105,778 

Loans collectively evaluated for impairment

                        

Allowance

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

Balance

 $2,813,836  $670,777  $7,405,765  $4,567,967  $1,656  $15,460,001 

Total allowance

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

Total balance

 $2,848,000  $675,112  $7,459,316  $4,581,695  $1,656  $15,565,779 

  

December 31, 2019

 
      

Real Estate

  

Commercial

  

Residential

  

Installment

     
  

Commercial

  

Construction

  

Mortgage

  

Mortgage Loans

  

and

     
  

Loans

  

Loans

  

Loans

  

and Equity Lines

  

Other Loans

  

Total

 
  

(In thousands)

 

Loans individually evaluated for impairment

                        

Allowance

 $2,543  $0  $473  $220  $0  $3,236 

Balance

 $24,596  $4,580  $35,070  $11,613  $0  $75,859 

Loans collectively evaluated for impairment

                        

Allowance

 $54,478  $19,474  $33,129  $12,888  $19  $119,988 

Balance

 $2,754,148  $575,284  $7,240,192  $4,424,948  $5,050  $14,999,622 

Total allowance

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

Total balance

 $2,778,744  $579,864  $7,275,262  $4,436,561  $5,050  $15,075,481 

  

December 31, 2020

 
      

Real Estate

  

Commercial

  

Residential

  

Installment

     
  

Commercial

  

Construction

  

Mortgage

  

Mortgage Loans

  

and

     
  

Loans

  

Loans

  

Loans

  

and Equity Lines

  

Other Loans

  

Total

 
  

(In thousands)

 

Loans individually evaluated for impairment

                     

Allowance

 $1,030  $0  $5,254  $145  $0  $6,429 

Balance

 $27,070  $4,286  $53,289  $10,760  $0  $95,405 

Loans collectively evaluated for impairment

                     

Allowance

 $67,712  $30,854  $43,951  $17,592  $0  $160,109 

Balance

 $2,809,763  $675,206  $7,501,738  $4,559,184  $3,100  $15,548,991 

Total allowance

 $68,742  $30,854  $49,205  $17,737  $0  $166,538 

Total balance

 $2,836,833  $679,492  $7,555,027  $4,569,944  $3,100  $15,644,396 

 

The following tables set forth activity in the allowance for loan losses by portfolio segment for the three and nine months ended September 30, 2020,2021, and September 30, 2019.2020. 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, 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 

Three months ended September 30, 2021 and 2020

                     
              

Residential

         
      

Real Estate

  

Commercial

  

Mortgage Loans

  

Installment

     
  

Commercial

  

Construction

  

Mortgage

  

and

  

and Other

     
  

Loans

  

Loans

  

Loans

  

Equity Lines

  

Loans

  

Total

 
  

(In thousands)

 
                         

June 30, 2021 Ending Balance

 $40,067  $6,119  $58,026  $27,043  $1  $131,256 

Provision/(reversal) for possible credit losses

  674   149   2,786   (609)  0   3,000 

Charge-offs

  (2,649)  0   0   (3)  0   (2,652)

Recoveries

  121   76   144   0   0   341 

Net (charge-offs)/recoveries

  (2,528)  76   144   (3)  0   (2,311)

September 30, 2021 Ending Balance

 $38,213  $6,344  $60,956  $26,431  $1  $131,945 
                         

Allowance for unfunded credit commitments June 30, 2021

 $4,388  $3,581  $81  $0  $0  $8,050 

Provision/(reversal) for possible credit losses

  329   (396)  117   0   0   50 

Allowance for unfunded credit commitments September 30, 2021

 $4,717  $3,185  $198  $0  $0  $8,100 

 

             

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 

June 30, 2020 Ending Balance

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

Provision/(reversal) for possible credit losses

 7,400  (2,690) (4,648) (2,057) (5) (2,000) 298  6,012  5,438  752  0  12,500 

Charge-offs

 (3,356) 0  0  0  0  (3,356) (6,956) 0  0  0  0  (6,956)

Recoveries

  212   3,378   4,961   62   0   8,613   3,796   0   95   15   0   3,906 

Net (charge-offs)/recoveries

  (3,144)  3,378   4,961   62   0   5,257   (3,160)  0   95   15   0   (3,050)

September 30, 2019 Ending Balance

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

September 30, 2020 Ending Balance

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

 

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)  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 

2531

 

Nine months ended September 30, 2021 and 2020

                        
              

Residential

         
      

Real Estate

  

Commercial

  

Mortgage Loans

  

Installment

     
  

Commercial

  

Construction

  

Mortgage

  

and

  

and Other

     
  

Loans

  

Loans

  

Loans

  

Equity Lines

  

Loans

  

Total

 
  

(In thousands)

 
                         

2021 Beginning Balance

 $68,742  $30,854  $49,205  $17,737  $0  $166,538 

Impact of ASU 2016-13 adoption

  (31,466)  (24,307)  34,993   19,211   9   (1,560)

Allowance for loan losses, January 1, 2021

  37,276   6,547   84,198   36,948   9   164,978 

Provision/(reversal) for possible credit losses

  18,891   (279)  (23,526)  (10,788)  (8)  (15,710)

Charge-offs

  (19,499)  0   0   (3)  0   (19,502)

Recoveries

  1,545   76   284   274   0   2,179 

Net (charge-offs)/recoveries

  (17,954)  76   284   271   0   (17,323)

September 30, 2021 Ending Balance

 $38,213  $6,344  $60,956  $26,431  $1  $131,945 
                         

Allowance for unfunded credit commitments December 31, 2020

 $4,802  $690  $101  $284  $3  $5,880 

Impact of ASU 2016-13 adoption

  3,236   3,135   (66)  (284)  (3)  6,018 

Allowance for loan losses, January 1, 2021

  8,038   3,825   35   0   0   11,898 

Provision/(reversal) for possible credit losses

  (3,321)  (640)  163   0   0   (3,798)

Allowance for unfunded credit commitments September 30, 2021

 $4,717  $3,185  $198  $0  $0  $8,100 

              

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 

32

The U. S. economy has gradually recovered from the COVID-19 pandemic with improving gross national product and a declining unemployment rate in the first half of 2021. This contributed to a positive economic outlook and forecasts that resulted in a decrease to the allowance for credit losses.

 

The

Despite the gradual recovery in the first half of 2021,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(or “PPP”). As of September 30, 2020,2021, 1,4371,514 PPP loans with a current balance of $265.7$169.4 million were outstanding and an additional $264.4 million have been approvedforgiven by the Small Business Administration.U.S. Government. These loans do not carry an allowance for loan losses.

 

 

The Company has outstanding COVID-19modifications on approximately 95 commercial real estate6 CRE loans totaling $428.1$44.8 million as of September 30, 2020,2021, which represented 5.7%0.6% of the Bank’s commercial real estateCRE loans and 243 commercial loans, totaling $64..6$2.8 million, which represented 2.3%0.1% of the total commercial loans.

 

 

As of September 30, 2020,2021, there were sevenCOVID-19 residential mortgage loan modifications outstanding, include 367, or $180.6$5.1 million, in residential mortgage loans, that represented 4.3%0.1% of the total residential mortgage portfolio, and 21 HELOC loans totaling $6.5 million, which represented 1.6% of total HELOC loans.portfolio.

 

 

9. 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.

 

33

The Company’s unfunded commitments related to investments in qualified affordable housing and alternative energy partnerships were $117.8$119.0 million and $114.5$103.1 million as of September 30, 20202021, and December 31, 2019,2020, 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 ata lease when it is reasonably certain that the Company will exercise those options. The Right-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, 2020.2021.

 

34

Accounting Policy Elections ASU 2016-02, “Leases (Topic 842),” as 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,” establishes a ROU model that requires a lessee to recognize an ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. The Company hasstandard provides a number of optional practical expedients in transition. We have elected the package“package of practical expedients, that” which permits the Company tous not to reassess itsunder the new standard our prior conclusions about lease identification, lease classification and initial direct costs. The CompanyWe 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 the Company’sour leases.

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 following table presents the operating lease related assets and liabilities recordedamounts reported on the Condensed Consolidated Balance Sheet,Sheets, and the weighted-average remaining lease terms and discount ratesother supplemental information as of September 30, 20202021 and December 31, 2019:2020:

 

  

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

%

  

September 30, 2021

  

December 31, 2020

 
  

(In millions)

 

Operating Leases:

        

ROU assets

 $29.2  $30.9 

Lease liabilities

 $32.0  $33.5 
         

Weighted-average remaining lease term (in years)

  4.5   4.7 

Weighted-average discount rate

  2.62

%

  2.77

%

 

Operating lease expense was $3.1$3.2 million and $3.3$3.1 million for the three months ended September 30, 20202021 and September 30, 2019, 2020,respectively, and includes short-term leases that were immaterial. Operating lease expense was $8.8$9.5 million and $10.1$8.8 million for the nine months ended September 30, 20202021 and September 30, 2019,2020, respectively, and includes short-term leases that were immaterial. Operating cash flows from operating leases were $2.2$2.5 million and $2.1$2.2 million for the three months ended September 30, 20202021 and 2019,2020, respectively. Operating cash flows from operating leases were $6.8$7.4 million and $6.2$6.8 million for the nine months ended September 30, 20202021 and 2019,2020, respectively. In the nine months ended September 30, 2021 the Company recognized an ROU asset impairment of $187 thousand related to an early termination of a lease agreement. This amount was included in other expenses in the Consolidated Statement of Operations and Comprehensive Income.

 

The following table presents a maturity analysis of the Company’s operating lease liabilities as of September 30, 20202021, and December 31, 2019,2020, respectively.

 

 

As of September 30, 2020

  

As of September 30, 2021

 
 

Operating Leases

  

Operating Leases

 
 

(In thousands)

  

(In thousands)

 

Remaining 2020

 $2,392 

2021

 9,235 

Remaining 2021

 $2,374 

2022

 8,183  9,432 

2023

 6,758  7,996 

2024

 4,570  5,565 

2025

 3,307 

Thereafter

  6,641   5,352 

Total lease payments

 37,779  34,026 

Less amount of payment representing interest

  (2,663)  (1,998)

Total present value of lease payments

 $35,116  $32,028 

 

  

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

  

As of December 31, 2020

 
  

Operating Leases

 
  

(In thousands)

 

2021

 $9,384 

2022

  8,335 

2023

  6,890 

2024

  4,635 

2025

  2,520 

Thereafter

  4,153 

Total lease payments

  35,917 

Less amount of payment representing interest

  (2,433)

Total present value of lease payments

 $33,484 

 

 

11. Borrowed Funds

 

BorrowingsBorrowings from the FFederal Home Loan Bank (ederal Home Loan Bank (“FHLB) There were 0 over-night borrowings from the FHLB as of September 30, 2020,2021, compared to $450and December 31, 2020. Advances from the FHLB were $20.0 million at a weighted average rate of 1.66%2.89% as of December 31, 2019.September 30, 2021, Advances from the FHLB were $230and $150.0 million at a weighted average rate of 2.16% as of September 30, 2020 and $220 million at a weighted average rate of 2.26%2.15% as of December 31, 2019.2020. As of September 30, 2020,2021, FHLB advances of $5$20.0 million will mature in November 2020, $80 million in May 2021, $50 million in June 2021, $75 million in July 2021, and $20 million in May 2023.

 

Junior Subordinated Notes 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.

 

36

At September 30, 2020,2021, Junior Subordinated Notes totaled $119.1 million with a weighted average interest rate of 2.41%2.36%, compared to $119.1 million with a weighted average rate of 4.09%2.40% at December 31, 2019.2020. 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 20202021 was 8.6%21.3% compared to 20.3%8.6% for the first nine months of 2019.2020. The effective tax rate includes the impact of low-income housing and alternative energy investment tax credits. Income tax expense for the firstnine months of 2020 was increased by $0.4 million related 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 20162018 and by the California Franchise Tax Board back to 2015. The audit by the Internal Revenue Service for 2017 was completed in July 2020 and did not have an impact on income tax expense.2017.

 

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.

 

 

113.3. Fair Value Measurements and Fair Value of Financial InstrumentsMeasurements

 

The Company determineduses fair value to measure certain assets and liabilities on a recurring basis, primarily securities available-for-sale and derivatives. For assets measured at the lower of cost or fair value, the fair value measurement criteria may or may not be met during a reporting period and such measurements are therefore considered “nonrecurring” for purposes of disclosing our fair value measurements. Fair value is used on a nonrecurring basis to adjust carrying values for individually evaluated loans and other real estate owned and also to record impairment on certain assets, such as goodwill, CDI, and other long-lived assets.

The Company used valuation methodologies to measure assets at fair value under ASC Topic 820 and ASC Topic 825, as amended by ASU 2016-01 and ASU 2018-03, to estimate the fair value of our financial instruments based onnot recorded at fair value. The fair value of the following:Company’s assets and liabilities is classified and disclosed in one of the following three categories:

 

 

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 classification of assets and liabilities within the hierarchy is based on whether inputs to the valuation methodology used are observable or unobservable, and the significance of those inputs in the fair value measurement. The Company’s assets and liabilities are classified in their entirety based on the lowest level of input that is significant to their fair value measurements.

37

Financial assets and liabilities measured at fair value on a recurring basis

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

 

Securities Available for SaleAvailable-for-Saleand Equity Securities - For certain actively traded agency preferred stocks, mutual funds, U.S. Treasury securities, and other 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. 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– The Company measures the fair value of interest rate swaps is derived fromusing third party models with observable market data, a Level 2 measurement.

 

AssetsCurrency Option Contracts and Foreign Exchange Contracts - The Company measures the fair value of currency option contracts and foreign exchange contracts based on observable market rates on a recurring basis, a Level 2 measurement.

The following tables present financial assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2021 and December 31, 2020:

  

September 30, 2021

     
  

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

 $40,211  $0  $0  $40,211 

U.S. government agency entities

  0   90,943   0   90,943 

Mortgage-backed securities

  0   805,067   0   805,067 

Collateralized mortgage obligations

  0   9,561   0   9,561 

Corporate debt securities

  0   133,434   0   133,434 

Total securities available-for-sale

  40,211   1,039,005   0   1,079,216 
                 

Equity securities

                

Mutual funds

  6,289   0   0   6,289 

Preferred stock of government sponsored entities

  1,493   0   0   1,493 

Other equity securities

  12,335   0   0   12,335 

Total equity securities

  20,117   0   0   20,117 
                 

Warrants

  0   0   22   22 

Interest rate swaps

  0   5,187   0   5,187 

Foreign exchange contracts

  0   1,319   0   1,319 

Total assets

 $60,328  $1,045,511  $22  $1,105,861 
                 

Liabilities

                

Interest rate swaps

 $0  $9,037  $0  $9,037 

Foreign exchange contracts

  0   1,723   0   1,723 

Total liabilities

 $0  $10,760  $0  $10,760 

38

 
  

December 31, 2020

     
  

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

 $80,948  $0  $0  $80,948 

U.S. government agency entities

  0   99,839   0   99,839 

Mortgage-backed securities

  0   727,068   0   727,068 

Collateralized mortgage obligations

  0   10,324   0   10,324 

Corporate debt securities

  0   118,371   0   118,371 

Total securities available-for-sale

  80,948   955,602   0   1,036,550 
                 

Equity securities

                

Mutual funds

  6,413   0   0   6,413 

Preferred stock of government sponsored entities

  5,485   0   0   5,485 

Other equity securities

  11,846   0   0   11,846 

Total equity securities

  23,744   0   0   23,744 
                 

Warrants

  0   0   21   21 

Interest rate swaps

  0   3,409   0   3,409 

Foreign exchange contracts

  0   4,658   0   4,658 

Total assets

 $104,692  $963,669  $21  $1,068,382 
                 

Liabilities

                

Interest rate swaps

 $0  $10,286  $0  $10,286 

Foreign exchange contracts

  0   2,200   0   2,200 

Total liabilities

 $0  $12,486  $0  $12,486 

Financial assets and liabilities 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 periods ended September 30, 20202021, and December 31, 2019,2020, 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.

 

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, 2020, and December 31, 2019:

  

September 30, 2020

     
  

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

 $99,980  $0  $0  $99,980 

U.S. government agency entities

  0   104,596   0   104,596 

Mortgage-backed securities

  0   729,244   0   729,244 

Collateralized mortgage obligations

  0   211   0   211 

Corporate debt securities

  0   146,509   0   146,509 

Total securities available-for-sale

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

Equity securities

                

Mutual funds

 $6,430  $0  $0  $6,430 

Preferred stock of government sponsored entities

  5,522   0   0   5,522 

Other equity securities

  11,012   0   0   11,012 

Total equity securities

 $22,964  $0  $0  $22,964 
                 

Warrants

 $0  $0  $20  $20 

Interest rate swaps

  0   3,992   0   3,992 

Foreign exchange contracts

  0   3,236   0   3,236 

Total assets

 $122,944  $987,788  $20  $1,110,752 
                 

Liabilities

                

Option contracts

 $0  $6  $0  $6 

Interest rate swaps

  0   31,525   0   31,525 

Foreign exchange contracts

  0   1,592   0   1,592 

Total liabilities

 $0  $33,123  $0  $33,123 

  

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 

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 firstnine months of 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 0.23% to 0.66%, and stock volatility from 16.58% to 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, 2020,2021, 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, 2020,2021, and December 31, 2019,2020, and the total losses for the periods indicated:

 

 

As of September 30, 2020

  

Total Losses

  

As of September 30, 2021

  

Total Losses

 
 

Fair Value Measurements Using

  

Total Fair Value

  

For the Three Months Ended

  

For the Nine Months Ended

  

Fair Value Measurements Using

  

Total Fair

  

For the Three Months Ended

  

For the Nine Months Ended

 
 

Level 1

  

Level 2

  

Level 3

  

Measurements

  

September 30, 2020

  

September 30, 2019

  

September 30, 2020

  

September 30, 2019

  

Level 1

  

Level 2

  

Level 3

  

Value Measurements

  

September 30, 2021

  

September 30, 2020

  

September 30, 2021

  

September 30, 2020

 
 

(In thousands)

  

(In thousands)

 

Assets

                                                                

Impaired loans by type:

                                

Loans held-for-investment:

                                

Commercial loans

 $0  $0  $13,167  $13,167  $6,950  $0  $6,950  $0  $0  $0  $5,355  $5,355  $0  $6,950  $2,037  $6,950 

Commercial mortgage loans

 0  0  30,437  30,437  0  0  0  0  0  0  13,332  13,332  0  0  0  0 

Residential mortgage loans and equity lines

  0   0   5,705   5,705   0   0   0   0   0   0   2,277   2,227   0   0   0   0 

Total impaired loans

 0  0  49,309  49,309  6,950  0  6,950  0 

Loans held-for-sale

 0  0  0  0  0  120  0  120 

Total loans held-for-investment

 0  0  20,964  20,914  0  6,950  2,037  6,950 

Other real estate owned (1)

 0  905  4,238  5,143  0  0  717  494  0  0  5,497  5,497  (55) 0  (8) 717 

Investments in venture capital and private company stock

  0   0   1,381   1,381   3   83   107   101   0   0   1,007   1,007   8   3   143   107 

Total assets

 $0  $905  $54,928  $55,833  $6,953  $203  $7,774  $715  $0  $0  $27,468  $27,418  $(47) $6,953  $2,172  $7,774 

(1) Other real estate owned balance of $5.3 million in the Consolidated Balance Sheets is net of estimated disposal costs.

  

As of December 31, 2020

 
  

Fair Value Measurements Using

  

Total Fair Value

 
  

Level 1

  

Level 2

  

Level 3

  

Measurements

 
  

(In thousands)

 

Assets

                

Impaired loans by type:

                

Commercial loans

 $0  $0  $5,342  $5,342 

Commercial mortgage loans

  0   0   25,749   25,749 

Residential mortgage loans and equity lines

  0   0   4,307   4,307 

Total impaired loans

  0   0   35,398   35,398 

Other real estate owned (1)

  0   0   5,141   5,141 

Investments in venture capital and private company stock

  0   0   1,381   1,381 

Total assets

 $0  $0  $41,920  $41,920 

 

(1) Other real estate owned balance of $4.9 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)

(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 impairedindividually evaluated 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. In the current year, the Company used borrower specific collateral discounts with various discount levels.

 

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 impairedindividually evaluated 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 impairedindividually evaluated loans are recorded based on the current appraised value or adjusted appraised value of the collateral, a Level 2 measurement, or Level 3 measurement.

Loans Held-for-SaleThe Company records loans held for sale at fairmanagement’s judgment and estimation of value using discounted future cash flows or old appraisals which are then adjusted based on quoted prices from third party sale analysis, existing sale agreements, or appraisal reports adjusted by sales commission assumption,recent market trends, a Level 3 measurement.

 

FHLB Stock -These securities can only be redeemed or sold at their par value and only toThe significant unobservable inputs (Level 3) used in 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.     

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 valuemeasurement 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 estimatedreal 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 individually evaluated loans, quoted market pricesprice, or dealer quotes, a Level 2 measurement.loan sale price of loans held for sale, and appraised value of OREO.

 

Currency Option and Foreign Exchange Contracts - The Company measuressignificant unobservable inputs in the Black-Scholes option pricing model for the fair value of currency option and foreign exchange contracts based on dealer quotes, a Level 2 measurement.

Interest Rate Swaps - Fair value ofwarrants are their expected life ranging from one to five years, risk-free 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 commitments0.18% to extend credit, standby letters of credit,1.16%, and financial guarantees written is estimated using the fees currently chargedstock volatility from 14.86% 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.20.34%.

 

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.

 

The following table sets forth the carrying and notional amounts and estimated fair value of financial instruments as of September 30, 20202021, and December 31, 2019:2020:

 

 

September 30, 2020

  

December 31, 2019

  

September 30, 2021

  

December 31, 2020

 
 

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

 $128,896  $128,896  $177,240  $177,240  $156,287  $156,287  $138,616  $138,616 

Short-term investments

 1,305,170  1,305,170  416,538  416,538  1,667,875  1,667,875  1,282,462  1,282,462 

Securities available-for-sale

 1,080,540  1,080,540  1,451,842  1,451,842  1,079,216  1,079,216  1,036,550  1,036,550 

Loans, net

 15,382,439  16,030,529  14,951,631  15,444,752  15,976,781  16,301,993  15,475,364  16,103,471 

Equity securities

 22,964  22,964  28,005  28,005  20,117  20,117  23,744  23,744 

Investment in Federal Home Loan Bank stock

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

Warrants

 20  20  39  39  22  22  21  21 

 

 

Notional

     

Notional

     

Notional

     

Notional

    
 

Amount

  

Fair Value

  

Amount

  

Fair Value

  

Amount

  

Fair Value

  

Amount

  

Fair Value

 

Foreign exchange contracts

Foreign exchange contracts

 $107,071  $3,236  $146,397  $2,411  $161,535  $1,319  $151,244  $4,658 

Interest rate swaps

Interest rate swaps

 72,717  3,992  130,401  2,181  664,288  5,187  96,889  3,409 

 

 

Carrying

     

Carrying

     

Carrying

     

Carrying

    
 

Amount

  

Fair Value

  

Amount

  

Fair Value

  

Amount

 

Fair Value

 

Amount

 

Fair Value

 

Financial Liabilities

                        

Deposits

 $16,034,248  $16,061,257  $14,692,308  $14,719,452  $17,006,870  $17,007,694  $16,109,401  $16,125,808 

Short-term borrowings

 0  0  25,683  25,683 

Advances from Federal Home Loan Bank

 230,000  238,509  670,000  674,530  20,000  20,856  150,000  155,133 

Other borrowings

 23,788  19,550  36,666  30,764  23,197  19,164  23,714  19,632 

Long-term debt

 119,136  64,296  119,136  76,058  119,136  62,274  119,136  65,487 

 

 

Notional

     

Notional

     

Notional

     

Notional

    
 

Amount

  

Fair Value

  

Amount

  

Fair Value

  

Amount

 

Fair Value

 

Amount

 

Fair Value

 

Option contracts

 $850  $6  $908  $7 

Foreign exchange contracts

Foreign exchange contracts

 160,489  1,592  127,003  1,415  $70,184  $1,723  $132,813  $2,200 

Interest rate swaps

Interest rate swaps

 686,785  31,525  602,291  14,229  788,802  9,037  679,648  10,286 

 

 

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

 $3,033,685  $(8,847) $3,077,081  $(9,826) $3,255,421  $(11,020) $2,977,528  $(8,432)

Standby letters of credit

 255,173  (1,647) 282,352  (2,431) 248,958  (2,172) 234,200  (1,630)

Other letters of credit

 24,591  (21) 22,209  (20) 25,205  (15) 16,821  (16)

Bill of lading guarantees

 221  0  319  (1) 0  0  238  0 

 

41

The following tables set forth the level in the fair value hierarchy for the estimated fair values of financial instruments as of September 30, 20202021, and December 31, 2019.2020.

 

 

As of September 30, 2020

  

As of September 30, 2021

 
 

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

 $128,896  $128,896  $0  $0  $156,287  $156,287  $0  $0 

Short-term investments

 1,305,170  1,305,170  0  0  1,667,875  1,667,875  0  0 

Securities available-for-sale

 1,080,540  99,980  980,560  0  1,079,216  40,211  1,039,005  0 

Loans, net

 16,030,529  0  0  16,030,529  16,301,993  0  0  16,301,993 

Equity securities

 22,964  22,964  0  0  20,117  20,117  0  0 

Investment in Federal Home Loan Bank stock

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

Warrants

 20  0  0  20  22  0  0  22 

Financial Liabilities

                        

Deposits

 16,061,257  0  0  16,061,257  17,007,694  0    17,007,694 

Advances from Federal Home Loan Bank

 238,509  0  238,509  0  20,856  0  20,856  0 

Other borrowings

 19,550  0  0  19,550  19,164  0  0  19,164 

Long-term debt

 64,296  0  64,296  0  62,274  0  62,274  0 

 

 

As of December 31, 2019

  

As of December 31, 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

 $177,240  $177,240  $0  $0  $138,616  $138,616  $0  $0 

Short-term investments

 416,538  416,538  0  0  1,282,462  1,282,462  0  0 

Securities available-for-sale

 1,451,842  74,936  1,376,906  0  1,036,550  80,948  955,602  0 

Loans, net

 15,444,752  0  0  15,444,752  16,103,471  0  0  16,103,471 

Equity securities

 28,005  28,005  0  0  23,744  23,744  0  0 

Investment in Federal Home Loan Bank stock

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

Warrants

 39  0  0  39  21  0  0  21 

Financial Liabilities

                        

Deposits

 14,719,452  0  0  14,719,452  16,125,808  0  0  16,125,808 

Short-term borrowings

 25,683  0  0  25,683 

Advances from Federal Home Loan Bank

 674,530  0  674,530  0  155,133  0  155,133  0 

Other borrowings

 30,764  0  0  30,764  19,632  0  0  19,632 

Long-term debt

 76,058  0  76,058  0  65,487  0  65,487  0 

 

 

114.5. Goodwill and Goodwill Impairment

 

Total goodwill was $372.2 million as of both September 30, 2021 and December 31, 2020. 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. The Company completed its annual goodwill impairment testing as of December 31, 2020 and determined there was 0 goodwill impairment.

 

During the third quarter of 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 two reporting units is not impaired.

 

 

115.6. 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.

 

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. As of September 30, 2020,2021, and 2019,2020, 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, 2020,2021, and December 31, 2019,2020, were as follows:

 

 

September 30, 2021

  

December 31, 2020

 
 

September 30, 2020

  

December 31, 2019

  

(In thousands)

 

Cash flow swap hedges:

 

($ in thousands)

         

Notional

 $119,136  $119,136  $119,136  $119,136 

Weighted average fixed rate-pay

 2.61% 2.61% 2.61% 2.61%

Weighted average variable rate-receive

 0.51% 2.26% 0.15% 0.44%
  

Unrealized loss, net of taxes (1)

 $(7,393) $(3,412) $(4,696) $(6,890)

 

  

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 
  

Three months ended

  

Nine months ended

 
  

September 30, 2021

  

September 30, 2020

  

September 30, 2021

  

September 30, 2020

 

Periodic net settlement of swaps (2)

 $754  $702  $2,196  $1,471 

 

(1)-Included Included in other comprehensive income.

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

 

As of September 30, 2020,2021, the Bank’s outstanding interest rate swap contracts had a notional amount of $494.9$779.4 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 estateCRE 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 estateCRE 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. As of September 30, 2020,2021, and 2019,2020, 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, 2020,2021, and December 31, 2019,2020, were as follows:

 

 

September 30, 2021

  

December 31, 2020

 
 

September 30, 2020

  

December 31, 2019

  

(In thousands)

 

Fair value swap hedges:

 

($ in thousands)

         

Notional

 $494,932  $579,584  $779,392  $478,266 

Weighted average fixed rate-pay

 4.57% 4.71% 2.48% 4.56%

Weighted average variable rate spread

 1.90% 2.62% 1.22% 2.46%

Weighted average variable rate-receive

 3.27% 4.87% 1.31% 3.11%
  

Net unrealized loss (1)

 $(17,037) $(7,205) $(8,255) $(15,082)

 

  

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

  

Three months ended

  

Nine months ended

 
  

September 30, 2021

  

September 30, 2020

  

September 30, 2021

  

September 30, 2020

 

Periodic net settlement of swaps (2)

 $(2,363) $(2,510) $(7,137) $(5,307)

 

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

(2)-the 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$404.7 million of a poolnotional as last-of-layer hedge on pools of loans with a notational value of $44.7$816.7 million as of September 30, 2020.2021. 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 athese pay-fixed and receive 1-Month LIBOR interest rate swapswaps to convert the last-of-layer $25.0$404.7 million portion of a $44.7$816.7 million fixed rate loan tranchepools in order to reduce the Company’s exposure to higher interest rates for the last-of-layer tranche.tranches. As of September 30, 2020,2021, the last-of-layer loan tranche had a fair value basis adjustment of $397$943 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 $13.2$24.3 million as of September 30, 20202021 and $7.1$11.9 million as of December 31, 2019.2020.

 

The Company fromFrom time to time, the Company 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. The notional amount and fair value of the Company’s derivative financial instruments not designated as hedging instruments as of September 30, 2020,2021, and December 31, 2019,2020, were as follows:

 

 

September 30, 2021

  

December 31, 2020

 

 

September 30, 2020

  

December 31, 2019

  

(In thousands)

 

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  $161,535  $151,244 

Spot, forward, and swap contracts with negative fair value

 $160,489  $127,003  $70,184  $132,813 

Fair value:

            

Option contracts

 $(6) $(7)

Spot, forward, and swap contracts with positive fair value

 $3,236  $2,411  $1,319  $4,658 

Spot, forward, and swap contracts with negative fair value

 $(1,592) $(1,415) $1,723  $(2,200)

 

45
39

 

 

116.7. 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, 2020,2021, and December 31, 2019,2020, are set forth in the following table:

 

              

Gross Amounts Not Offset in the
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

 

September 30, 2020

 

(In thousands)

 

Assets:

                        

Derivatives

 $3,992  $  $3,992  $  $0  $3,992 
                         

Liabilities:

                        

Derivatives

 $31,525  $(20,247) $11,278  $  $0  $11,278 
                         

December 31, 2019

                        

Assets:

                        

Derivatives

 $2,181  $  $2,181  $  $0  $2,181 
                         

Liabilities:

                        

Derivatives

 $14,229  $  $14,229  $  $(14,229) $ 

              

Gross Amounts Not Offset in the

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

 

 

 

(In thousands)

 
September 30, 2021                        

Assets:

                        

Derivatives

 $5,187  $  $5,187  $  $0  $5,187 
                         

Liabilities:

                        

Derivatives

 $20,107  $(11,067) $9,040  $  $0  $9,040 
                         

December 31, 2020

                        

Assets:

                        

Derivatives

 $3,409  $  $3,409  $  $0  $3,409 
                         

Liabilities:

                        

Derivatives

 $28,258  $(17,972) $10,286  $  $0  $10,286 

 

 

117.8. Revenue from Contracts with Customers

 

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,

 
 

2020

  

2019

  

2020

  

2019

  

2021

  

2020

  

2021

  

2020

 
 

(In thousands)

      

(In thousands)

 

Non-interest income, in-scope:

                        

Fees and service charges on deposit accounts

 $2,018  $1,892  $5,945  $5,940  $2,130  $2,018  $6,386  $5,945 

Wealth management fees

 2,628  2,049  7,974  6,258  3,578  2,628  11,074  7,974 

Other service fees(1)

  3,676   3,645   10,038   10,593   3,735   3,676   11,109   10,038 

Total noninterest income

 8,322  7,586  23,957  22,791  9,443  8,322  28,569  23,957 
  

Noninterest income, not in-scope(2)

  1,655   2,802   7,412   13,312   2,773   1,655   6,230   7,412 

Total noninterest income

 $9,977  $10,388  $31,369  $36,103  $12,216  $9,977  $34,799  $31,369 

 

 

(1)

Other service fees compriseis comprised 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.

 

46

The major revenue streams by fee type that are within the scope of ASC 606 presented in the above tables aretable is 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 basedcard-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.

 

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.

 

In addition, given the short termshort-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.

 

 

18. Stockholders1 Equity9. Stockholders’ Equity

 

Total equity was $2.37$2.46 billion as of September 30, 2020,2021, an increase of $80.4$45.1 million, from $2.29$2.42 billion as of December 31, 2019,2020, primarily due to net income of $158.0$223.0 million, increases in other comprehensive incomestock-based compensation of $4.1 million, and proceeds from dividend reinvestment of $2.6 million, and partially offset by purchases of treasury stock of $100.7 million, common stock cash dividends of $74.0$73.3 million and repurchasesa decrease in other comprehensive income of the Company’s common stock of $12.9$5.7 million.

 

47

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, 2020,2021, and SeptemberJune 30, 2019,2020, was as follows:

 

 

Three months ended September 30, 2021

  

Three months ended September 30, 2020

 
 

Three months ended September 30, 2020

  

Three months ended September 30, 2019

  

Pre-tax

  

Tax expense/

(benefit)

  

Net-of-tax

  

Pre-tax

  

Tax expense/

(benefit)

  

Net-of-tax

 
 

Pre-tax

  

Tax expense/ (benefit)

  

Net-of-tax

  

Pre-tax

  

Tax expense/ (benefit)

  

Net-of-tax

  

(In thousands)

 

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

 

(In thousands)

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

Securities available-for-sale

Securities available-for-sale

    $16,278       $2,209 

Securities available-for-sale

    $7,560       $16,278 

Cash flow hedge derivatives

Cash flow hedge derivatives

     (7,925)       (3,567)

Cash flow hedge derivatives

     (5,188)       (7,925)

Total

         $8,353          $(1,358)         $2,372          $8,353 
              

Net unrealized (losses)/gains arising during the period

                        

Net unrealized gains/(losses) arising during the period

            

Securities available-for-sale

 $(3,543) $(1,047) $(2,496) $1,750  $517  $1,233  $(4,588) $(1,356) $(3,232) $(3,543) $(1,047) $(2,496)

Cash flow hedge derivatives

  755   223   532   (1,126)  (333)  (793)  698   206   492   755   223   532 

Total

 $(2,788) $(824) $(1,964) $624  $184  $440  $(3,890) $(1,150) $(2,740) $(2,788) $(824) $(1,964)
              

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

                      

Reclassification adjustment for net losses in net income

            

Securities available-for-sale

 0  0  0  121  36  85  0  0  0  0  0  0 

Cash flow hedge derivatives

  0   0   0   0   0   0   0   0   0   0   0   0 

Total

  0   0   0   121   36   85   0   0   0   0   0   0 
              

Total other comprehensive (loss)/income

                        

Total other comprehensive income/(loss)

            

Securities available-for-sale

 $(3,543) $(1,047) $(2,496) $1,871  $553  $1,318  $(4,588) $(1,356) $(3,232) $(3,543) $(1,047) $(2,496)

Cash flow hedge derivatives

  755   223   532   (1,126)  (333)  (793)  698   206   492   755   223   532 

Total

 $(2,788) $(824) $(1,964) $745  $220  $525  $(3,890) $(1,150) $(2,740) $(2,788) $(824) $(1,964)
              

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

                                    

Securities available-for-sale

Securities available-for-sale

    $13,782       $3,527 

Securities available-for-sale

    $4,328       $13,782 

Cash flow hedge derivatives

Cash flow hedge derivatives

     (7,393)       (4,360)

Cash flow hedge derivatives

     (4,696)       (7,393)

Total

         $6,389          $(833)         $(368)         $6,389 

 

  

Nine months ended September 30, 2021

  

Nine months ended September 30, 2020

 
  

Pre-tax

  

Tax expense/

(benefit)

  

Net-of-tax

  

Pre-tax

  

Tax expense/

(benefit)

  

Net-of-tax

 
  

(In thousands)

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

Securities available-for-sale

      $12,200          $5,714 

Cash flow hedge derivatives

       (6,890)          (3,412)

Total

         $5,310          $2,302 
                         

Net unrealized gains/(losses) arising during the period

                        

Securities available-for-sale

 $(10,322) $(3,051) $(7,271) $12,607  $3,727  $8,880 

Cash flow hedge derivatives

  3,115   921   2,194   (5,652)  (1,671)  (3,981)

Total

 $(7,207) $(2,130) $(5,077) $6,955  $2,056  $4,899 
                         

Reclassification adjustment for net losses in net income

                        

Securities available-for-sale

  (853)  (252)  (601)  (1,153)  (341)  (812)

Cash flow hedge derivatives

  0   0   0   0   0   0 

Total

  (853)  (252)  (601)  (1,153)  (341)  (812)
                         

Total other comprehensive income/(loss)

                        

Securities available-for-sale

 $(11,175) $(3,303) $(7,872) $11,454  $3,386  $8,068 

Cash flow hedge derivatives

  3,115   921   2,194   (5,652)  (1,671)  (3,981)

Total

 $(8,060) $(2,382) $(5,678) $5,802  $1,715  $4,087 
                         

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

                        

Securities available-for-sale

      $4,328          $13,782 

Cash flow hedge derivatives

       (4,696)          (7,393)

Total

         $(368)         $6,389 

  

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)

 

 

20.19. Stock Repurchase Program

 

On May 7, 2019,April 1, 2021, the Board of Directors approved a new stock repurchase program to buy back up to $50.0$75.0 million of the Company’s common stock. InThe 2019,$75.0 million share repurchase program was completed and terminated on August 5, 2021 with the Company repurchased 741,934repurchase of 1,832,481 shares for $26.4a total of $74.9 million, at an average cost of $35.59$40.93 per share underin the May 2019 nine months ended September 30, 2021.

On September 2, 2021, the Board of Directors approved a new stock repurchase program. Theprogram to buy back up to $125.0 million of the Company’s common stock. During the quarter ended September 30, 2021, the Company repurchased 400,000942,613 shares of common stock for $12.9a total of $37.1 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$39.40 per share.

 

 

21.20. Subsequent Events

 

The Company has evaluated the effect of events that have occurred subsequent to September 30, 2020,2021, 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.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, 2019.2020.

 

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 2020 Form 10-K. For more information, please also see Note 2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.unaudited Consolidated Financial Statements.

 

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:operations.

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 the COVID-related risk factors as previously disclosed in Part I, Item 1A, Risk Factors.of the 2020 Form 10-K.

 

Financial position and results

 

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

 

September 30, 2021

September 30, 2021

 

Industry (1)

 

Loan Balance

  

Percent of Total
Loan Portfolio

  

Loan Balance

  

Percent of Total

Loan Portfolio

 
 

($ in millions)

  

Restaurants

 $166.1  1

%

 $153.8  0.1

%

Hotels/motels

 295.5  2  299.7  1.1 

Retail businesses/properties

  1,753.0   11   1,738.7   2.4 
 $2,214.6   14

%

 $2,192.2   3.6

%

 

(1)-

(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, 2020,2021, borrowers in the industries detailed in the table above (and potentially other industries) could have greater sensitivity to the economic downturn resulting from the COVID-19 pandemic 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 2020 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, 2020,2021, there were seven COVID-19 residential mortgage loan modifications outstanding, include 367, or $180.6$5.1 million, in residential mortgage loans, with a weighted average loan to value ratio of 57.9%58.6% that represented 4.3%0.1% of the total residential mortgage loan portfolio and 24,three, or $64.6$2.8 million, in commercial loan balances that represented 2.3%0.1% of total commercial loans.

 

As of September 30, 2021, there were six CRE loan modifications outstanding of $44.8 million, with a weighted average loan to value ratio of 40.1% that represent 0.6% of the total CRE loan portfolio. All of these $44.8 million of real estate loan modifications are paying interests.

The CARES Act, as extended by the CAA, 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, 2020January 1, 2022, 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)("PPP")

 

As part of the CARES Act, the Small Business Administration (SBA)SBA has been authorized to guarantee loans under the PPP through September 30, 20202021 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 yeartwo-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 1,4372021, our outstanding PPP loans withhad a current balance of $265.7 million.$169.4 million and $264.4 million of PPP loans had been forgiven by the U.S. Treasury. 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.

 

HighlightsHighlights

 

Total loans, excluding PPP loans, increased by 9.1% annualized.

 

The net interest margin of 3.02% duringincreased to 3.22% in the third quarter of 2020 is unchanged2021 from the second3.02% in third quarter of 2020.

 

The provision for loan losses decreasedQuarterly earnings per share increased 31.0% compared to $12.5 millionthe same quarter in 2020.

Total deposits, excluding time deposits, increased for the third quarter of 2020 compared to $25.0by $686.3 million, for the second quarter of 2020.or 25.9% annualized.

 

Quarterly Statement of Operations Review

 

Net Income

 

Net income for the quarter ended September 30, 2020,2021, was $56.8$72.4 million, a decreasean increase of $16.0$15.6 million, or 22.0%27.5%, compared to net income of $72.8$56.8 million for the same quarter a year ago. Diluted earnings per share for the quarter ended September 30, 20202021, was $0.71$0.93 per share compared to $0.91$0.71 per share for the same quarter a year ago.

 

Return on average stockholders’ equity was 9.53%11.61% and return on average assets was 1.18%1.45% for the quarter ended September 30, 2020,2021, compared to a return on average stockholders’ equity of 12.98%9.53% and a return on average assets of 1.65%1.18% for the same quarter a year ago.

 

FinancialFinancial Performance

 

 

Three months ended

  

Three months ended

 
 

September 30, 2020

 

September 30, 2019

  

September 30, 2021

  

September 30, 2020

 

Net income (in millions)

 $56.8  $72.8  $72.4  $56.8 

Basic earnings per common share

 $0.71  $0.91  $0.93  $0.71 

Diluted earnings per common share

 $0.71  $0.91  $0.93  $0.71 

Return on average assets

 1.18% 1.65% 1.45% 1.18%

Return on average total stockholders' equity

 9.53% 12.98% 11.61% 9.53%

Efficiency ratio

 51.53% 41.67% 43.85% 51.53%

 

Net Interest Income Before Provision for Credit Losses

 

Net interest income before provision for credit losses decreased $9.5increased $15.0 million, or 6.5%10.9%, to $137.5$152.5 million during the third quarter of 2020,2021, compared to $147.0$137.5 million during the same quarter a year ago. The decreaseincrease was due primarily to a decrease in interest incomeexpense from loans and securities.deposits.

 

The net interest margin was 3.22% for the third quarter of 2021 compared to 3.02% for the third quarter of 2020 compared to 3.56% for the third quarter of 2019 and 3.02%3.24% for the second quarter of 2020.2021.

 

For the third quarter of 2021, the yield on average interest-earning assets was 3.56%, the cost of funds on average interest-bearing liabilities was 0.48%, and the cost of interest-bearing deposits was 0.44%. In comparison, 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%. The decrease in the yield on average interest-earning assets resulted mainly from lower lending rates. The decrease in average interest-bearing liabilities was a result of the renewal of maturing higher rate certificates of deposit at lower rates on loans.and the continuing run off of brokered CD’s during the quarter. 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 2.74%3.08% for the quarter ended September 30, 2020,2021, compared to 3.15%2.74% 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, 2020,2021, and 2019.2020. 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,

 
 

2020

  

2019

  

2021

  

2020

 
     

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)

  

(In thousands)

 

Interest-earning assets:

                                                

Total loans and leases (1)

 $15,592,536  $167,556  4.28% $14,662,847  $187,827  5.08%

Total loans (1)

 $15,798,496  $163,948  4.12% $15,592,536  $167,556  4.28%

Investment securities

 1,145,092  4,115  1.43  1,498,569  8,687  2.30  1,058,004  3,707  1.39  1,145,092  4,115  1.43 

Federal Home Loan Bank stock

 17,250  216  4.99  17,250  301  6.92  17,250  258  5.93  17,250  216  4.99 

Interest-bearing deposits

  1,385,535   347   0.10   188,772   1,016   2.14   1,893,785   714   0.15   1,385,535   347   0.10 

Total interest-earning assets

  18,140,413   172,234   3.78   16,367,438   197,831   4.80   18,767,535   168,627   3.56   18,140,413   172,234   3.78 

Non-interest earning assets:

                                                

Cash and due from banks

 136,671       204,974       155,604       136,671      

Other non-earning assets

  1,064,371         1,037,937         1,027,921        1,064,371      

Total non-interest earning assets

 1,201,042       1,242,911       1,183,525       1,201,042      

Less: Allowance for loan losses

 (172,225)      (125,399)      (131,316)      (172,225)     

Deferred loan fees

  (5,010)         (1,574)         (7,302)       (5,010)     

Total assets

 $19,164,220          $17,483,376          $19,812,442          $19,164,220         
              

Interest-bearing liabilities:

                                                

Interest-bearing demand accounts

 $1,695,882  $724  0.17% $1,281,629  $589  0.18% $2,109,632  $524  0.10% $1,695,882  $724  1.74%

Money market accounts

 3,119,091  4,833  0.62  2,028,039  5,684  1.11  4,228,025  4,554  0.43  3,119,091  4,833  0.62 

Savings accounts

 766,521  204  0.11  726,763  354  0.19  914,540  164  0.07  766,521  204  0.11 

Time deposits

  7,281,403   26,247   1.43   7,623,238   40,378   2.10   5,882,576   9,299   0.63   7,281,403   26,247   1.43 

Total interest-bearing deposits

  12,862,897   32,008   0.99   11,659,669   47,005   1.60   13,134,773   14,541   0.44   12,862,897   32,008   0.99 
              

Other borrowings

 263,306  1,266  1.91  362,698  1,878  2.05  43,246  146  1.34  263,306  1,266  1.91 

Long-term debt

  119,136   1,456   4.86   165,023   1,948   4.68   119,136   1,455   4.84   119,136   1,456   4.86 

Total interest-bearing liabilities

  13,245,339   34,730   1.04   12,187,390   50,831   1.65   13,297,155   16,142   0.48   13,245,339   34,730   1.04 
              

Non-interest bearing liabilities:

                                                

Demand deposits

 3,301,253       2,805,582       3,830,485       3,301,253      

Other liabilities

 246,811       263,813       211,636       246,811      

Total equity

  2,370,817          2,226,591          2,473,166        2,370,817      

Total liabilities and equity

 $19,164,220          $17,483,376          $19,812,442          $19,164,220         
              

Net interest spread

        2.74%        3.15%       3.08%       2.74%

Net interest income

    $137,504        $147,000        $152,485       $137,504    

Net interest margin

        3.02%        3.56%       3.22%       3.02%
 

 

(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, 20202021 and 2019:2020:

 

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

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

Three months ended September 30,

 
 

2021-2020

 
 

Increase/(Decrease) in

 
 

Three months ended September 30,

2020-2019

Increase/(Decrease) in

Net Interest Income Due to:

  

Net Interest Income Due to:

 
 

Changes in Volume

  

Changes in Rate

  

Total Change

  

Changes in

Volume

  

Changes in

Rate

  

Total

Change

 
 

(In thousands)

    (In thousands)   

Interest-earning assets:

        

Loans and leases

 $11,100  $(31,371) $(20,271)

Loans

 $2,292  $(5,900) $(3,608)

Investment securities

 (1,756) (2,816) (4,572) (299) (109) (408)

Federal Home Loan Bank stock

   (85) (85)   42  42 

Deposits with other banks

  1,089   (1,758)  (669)  155   213   368 

Total changes in interest income

  10,433   (36,030)  (25,597)  2,148   (5,754)  (3,606)
  

Interest-bearing liabilities:

        

Interest-bearing demand accounts

 178  (42) 136  149  (349) (200)

Money market accounts

 2,283  (3,134) (851) 1,433  (1,712) (279)

Savings accounts

 18  (168) (150) 34  (74) (40)

Time deposits

 (1,748) (12,383) (14,131) (4,314) (12,634) (16,948)

Other borrowed funds

 (489) (123) (612) (824) (296) (1,120)

Long-term debt

  (562)  70   (492)  —    1   1 

Total changes in interest expense

  (320)  (15,780)  (16,100)  (3,522)  (15,064)  (18,586)

Changes in net interest income

 $10,753  $(20,250) $(9,497) $5,670  $9,310  $14,980 

 

(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.

 

(Reversal)/provision for credit losses

As permitted under the CARES Act and as extended by the CAA, the Company adopted the CECL methodology for estimated credit losses effective as of January 1, 2021. The Company recorded a provision for credit losses of $3.1 million in the third quarter of 2021 compared to a reversal for credit losses of $9.0 million in the second quarter of 2021 and a $12.5 million provision for loan losses in the third quarter of 2020. The third quarter provision for credit losses were primarily driven by the net charge-offs during the period and growth of loans. As of September 30, 2021, the allowance for loan losses increased by $689 thousand to $131.9 million, or 0.83% of gross loans, compared to $131.3 million, or 0.84% of gross loans, as of June 30, 2021. The change in the allowance for loan losses included a $3 million provision for loan losses for the third quarter of 2021, and $2.3 million in net charge-offs. In the third quarter of 2020, a provision for loan losses of $12.5 million was recorded under the incurred loss method, which includes management’s projection of the potential impacts from the COVID-19 pandemic at that time. The Company will continue to monitor the continuing impact of the COVID-19 pandemic on credit risks and losses, as well as on customer deposits and other liabilities and assets.

 

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 summarizessets forth the charge-offs and recoveries for the periods indicated:

 

 

Three months ended September 30,

  

Nine months ended September 30,

  

Three months ended September 30,

  

Nine months ended September 30,

 
 

2020

  

2019

  

2020

  

2019

  

2021

  

2020

  

2021

  

2020

 
 

(In thousands)

  

(In thousands)

 

Charge-offs:

                        

Commercial loans

 $6,956  $3,356  $13,383  $6,300  $2,649  $6,956  $19,499  $13,383 

Real estate loans (1)

  3      3    

Total charge-offs

  6,956   3,356   13,383   6,300   2,652   6,956   19,502   13,383 

Recoveries:

          

Commercial loans

 3,796  212  6,354  1,609  121  3,796  1,545  6,354 

Construction loans

   3,378    4,612  76    76   

Real estate loans (1)

  110   5,023   435   5,596   144   110   558   435 

Total recoveries

  3,906   8,613   6,789   11,817   341   3,906   2,179   6,789 

Net charge-offs/(recoveries)

 $3,050  $(5,257) $6,594  $(5,517)

Net charge-offs

 $2,311  $3,050  $17,323  $6,594 

 

(1)

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

Non-InterestNon-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 $12.2 million for the third quarter of 2021, an increase of $2.2 million, or 22.0%, compared to $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 2019.2020. The decreaseincrease was primarily due to a $2.0$1.6 million decrease in net gainsloss from equity securities, a $1.0 million increase in wealth management fees and a decrease of $0.7 million from gain on sale of loans,commissions offset, in part by, a $1.4 million increasedecrease in gain on low incomelow-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 $10.4decreased $3.8 million, or 15.9%5.0%, to $76.0$72.2 million in the third quarter of 2020,2021 compared to $65.6$76.0 million in the same quarter a year ago. The increasedecrease in non-interest expense in the third quarter of 2021 was primarily due to an increase of $9.2$3.8 million in higher 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%the third quarter of 2021. The efficiency ratio was 43.85% in the third quarter of 2021 compared to 51.53% for the same quarter a year ago.

 

Income Taxes

 

The effective tax rate for the third quarter of 20202021 was 3.7%19.05% compared to 22.4%3.7% for the third quarter of 2019.2020. In the second quarter of 2020, the Company made a new alternative energy investment which resulted in a lower full year effective tax rate for 2020 resulting from tax credits generated from the new alternative energy investment. The effective tax rate was lower in 2020 due toincludes the impact of higher tax credits fromalternative energy investments and low-income housing and alternative energy investment tax credits.

 

Year-to-DateStatement of Operations Review

 

Net income for the nine months ended September 30, 2020,2021, was $158.0$223.0 million, a decreasean increase of $53.8$65.0 million, or 25.4%41.1%, compared to net income of $211.8$158.0 million for the same period a year ago. Diluted earnings per share was $1.98$2.82 compared to $2.64$1.98 per share for the same period a year ago. The net interest margin for the nine months ended September 30, 2020,2021, was 3.12%3.22% compared to 3.61%3.12% for the same period a year ago.

 

Return on average stockholders’ equity was 8.99%12.11% and return on average assets was 1.13%1.54% for the nine months ended September 30, 2020,2021, compared to a return on average stockholders’ equity of 12.94%8.99% and a return on average assets of 1.65%1.13% for the same period a year ago. The efficiency ratio for the nine months ended September 30, 2020,2021, was 46.98%44.71% compared to 43.87%46.98% 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, 2020,2021, and 2019.2020. Average outstanding amounts included in the table are daily averages.

 

 

Interest-Earning Assets and Interest-Bearing Liabilities

  

Interest-Earning Assets and Interest-Bearing Liabilities

 
 

Nine months ended September 30,

  

Nine months ended September 30,

 
 

2020

  

2019

  

2021

  

2020

 
     

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)

  

(In thousands)

 

Interest-earning assets:

                                                

Total loans and leases (1)

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

Total loans (1)

 $15,725,324  $485,159  4.12% $15,477,883  $513,575  4.43%

Investment securities

 1,263,937  17,130  1.81  1,404,046  24,454  2.33  1,010,328  9,963  1.32  1,263,937  17,130  1.81 

Federal Home Loan Bank stock

 17,317  735  5.67  17,268  903  6.99  17,250  730  5.66  17,317  735  5.67 

Interest-bearing deposits

  894,302   1,538   0.23   245,971   4,289   2.33   1,605,851   1,467   0.12   894,302   1,538   0.23 

Total interest-earning assets

  17,653,439   532,978   4.03   16,041,682   578,041   4.82   18,358,753   497,319   3.62   17,653,439   532,978   4.03 

Non-interest earning assets:

                                                

Cash and due from banks

 149,777       198,835       153,790       149,777      

Other non-earning assets

  1,048,008        1,038,009        1,034,752        1,048,008      

Total non-interest earning assets

 1,197,785       1,236,844       1,188,542       1,197,785      

Less: Allowance for loan losses

 (148,437)      (123,854)      (146,640)      (148,437)     

Deferred loan fees

  (1,787)       (1,476)       (6,224)       (1,787)     

Total assets

 $18,701,000          $17,153,196          $19,394,431          $18,701,000         
              

Interest-bearing liabilities:

                                                

Interest-bearing demand accounts

 $1,557,371  $2,176  0.19% $1,285,180  $1,773  0.18% $1,989,833  $1,819  0.12% $1,557,371  $2,176  0.19%

Money market accounts

 2,772,463  16,712  0.81  1,933,898  14,754  1.02  3,913,073  13,893  0.47  2,772,463  16,712  0.81 

Savings accounts

 746,870  783  0.14  725,257  1,064  0.20  885,863  590  0.09  746,870  783  0.14 

Time deposits

  7,463,821   92,213   1.65   7,421,255   113,992   2.05   6,105,604   33,362   0.73   7,463,821   92,213   1.65 

Total interest-bearing deposits

  12,540,525   111,884   1.19   11,365,590   131,583   1.55   12,894,373   49,664   0.51   12,540,525   111,884   1.19 
              

Other borrowings

 355,758  4,468  1.68  392,483  6,676  2.27  86,410  1,037  1.60  355,758  4,468  1.68 

Long-term debt

  119,136   4,336   4.86   172,567   6,087   4.72   119,136   4,318   4.85   119,136   4,336   4.86 

Total interest-bearing liabilities

  13,015,419   120,688   1.24   11,930,640   144,346   1.62   13,099,919   55,019   0.56   13,015,419   120,688   1.24 
              

Non-interest bearing liabilities:

                                                

Demand deposits

 3,089,578       2,790,367       3,613,026       3,089,578      

Other liabilities

 249,954       244,568       219,591       249,954      

Total equity

  2,346,049        2,187,621        2,461,895        2,346,049      

Total liabilities and equity

 $18,701,000          $17,153,196          $19,394,431          $18,701,000         
              

Net interest spread

       2.79%       3.20%       3.06%       2.79%

Net interest income

    $412,290       $433,695        $442,300       $412,290    

Net interest margin

       3.12%       3.61%       3.22%       3.12%

 

(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)

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

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

 
 

Nine months ended September 30,

 
 

2021-2020

 
 

Increase/(Decrease) in

 
 

Nine months ended September 30,

2020-2019

Increase/(Decrease) in

Net Interest Income Due to:

  

Net Interest Income Due to:

 
 

Changes in Volume

  

Changes in Rate

  

Total Change

  

Changes in

Volume

  

Changes in

Rate

  

Total

Change

 
 

(In thousands)

  

(In thousands)

 

Interest-earning assets:

        

Loans and leases

 $40,381  $(75,201) $(34,820)

Loans

 $8,044  $(36,458) $(28,414)

Investment securities

 (2,267) (5,057) (7,324) (3,044) (4,123) (7,167)

Federal Home Loan Bank stock

 3  (170) (167) (3) (2) (5)

Deposits with other banks

  3,728   (6,479)  (2,751)  864   (935)  (71)

Total changes in interest income

  41,845   (86,907)  (45,062)  5,861   (41,518)  (35,657)
  

Interest-bearing liabilities:

        

Interest-bearing demand accounts

 382  22  404  512  (869) (357)

Money market accounts

 5,512  (3,555) 1,957  5,469  (8,288) (2,819)

Savings accounts

 31  (312) (281) 128  (321) (193)

Time deposits

 656  (22,435) (21,779) (14,486) (44,365) (58,851)

Other borrowed funds

 (581) (1,627) (2,208) (3,243) (188) (3,431)

Long-term debt

  (1,935)  183   (1,752)     (18)  (18)

Total changes in interest expense

  4,065   (27,724)  (23,659)  (11,620)  (54,049)  (65,669)

Changes in net interest income

 $37,780  $(59,183) $(21,403) $17,481  $12,531  $30,012 

 

(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.

 

 

Non-InterestNon-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 $34.8 million for the nine months ended September 30, 2021, an increase of $3.4 million, or 10.8%, compared to $31.4 million for the nine months ended September 30, 2020, a decrease of $4.7 million, or 13.0%, compared to $36.1 million for the nine months ended September 30, 2019.2020. The decreaseincrease was primarily due to a $9.7$3.1 million decreaseincrease in net gains from equity securities,wealth management fees and commissions, a $1.9 million increase in derivative fees, offset, in part, by ana $2.0 million increase of $2.4 million in gain on low income housing investments, and increase of $1.1 millionnet losses from the gain on sale of mortgage backedequity securities and an increase of $1.7 million from wealth management fees when compared to the same period a year ago.

 

Non-Interest Expense

 

Non-interest expense increased $2.3$4.9 million, or 1.1%2.4%, to $208.4$213.3 million for the nine months ended September 30, 2020,2021, compared to $206.1$208.4 million for the same period a year ago. The increase was primarily due to ana $6.4 million increase in salaries and employee benefits, a $3.4 million decrease in other real estate owned income, a $1.9 million increase in computer and equipment expense and a $1.4 million increase in marketing expense, offset, in part, by a decrease of $16.1$8.3 million in amortization expense of investments in low-income housing and alternative energy partnerships, offset, in part, by a $4.7 million decrease in salaries 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 in occupancy expense, when compared to the same period a year ago.

 

Income Taxes

 

The effective tax rate for the nine months ended September 30, 20202021 was 8.6%21.3% compared to 20.3%8.6% for the nine months ended September 30, 2019.2020. 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.

 

Balance Sheet Review

 

Assets

 

Total assets were $19.0$19.9 billion as of September 30, 2020,2021, an increase of $0.9 billion,$817.3 million, or 5.0%4.3%, from $18.1$19.0 billion as of December 31, 2019,2020, primarily due to an increase in short-term investments and loan growth offset in part by a decrease in investment securities.commercial mortgage loans.

 

Securities AvailableAvailable-for-Sale

Prior to January 1, 2021, debt securities available-for-sale were measured at fair value and declines in the fair value were reviewed to determine whether the impairment was other-than-temporary. If we did not expect to recover the entire amortized cost basis of the security, then an other-than-temporary impairment (“OTTI”) was considered to have occurred. The cost basis of the security was written down to its estimated fair value and the amount of the write-down was recognized through a charge to earnings. If the amount of the amortized cost basis expected to be recovered increased in a future period, the cost basis of the security was not increased but rather recognized prospectively through interest income.

Effective January 1, 2021, upon the adoption of ASU 2016-13, Financial Instruments - Credit Losses, debt securities available-for-sale are measured at fair value and subject to impairment testing. When an available-for-sale debt security is considered impaired, the Company must determine if the decline in fair value has resulted from a credit-related loss or other factors and then, (1) recognize an allowance for Salecredit losses by a charge to earnings for the credit-related component (if any) of the decline in fair value, and (2) recognize in other comprehensive income (loss) any non-credit related components of the fair value change. If the amount of the amortized cost basis expected to be recovered increases in a future period, the valuation reserve would be reduced, but not more than the amount of the current existing reserve for that security.

For available-for-sale ("AFS") debt securities in an unrealized loss position, the Company first assesses whether it intends to sell, or it is more likely than not that it will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value with the credit component of the unrealized loss of the impaired AFS debt security recognized as an allowance for credit losses, and a corresponding provision for credit losses on the consolidated statement of income. For AFS debt securities that do not meet the aforementioned criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, the payment structure of the security, failure of the issuer of the security to make scheduled interest or principal payments, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. Any fair value changes that have not been recorded through an allowance for credit losses is recognized in other comprehensive income. In the current period, management evaluated the securities in an unrealized loss position and determined that their unrealized losses were a result of the level of market interest rates relative to the types of securities and pricing changes caused by shifting supply and demand dynamics and not a result of downgraded credit ratings or other indicators of deterioration of the underlying issuers' ability to repay. Accordingly, we determined the unrealized losses were not credit-related and recognized the unrealized losses in "other comprehensive income" in stockholders' equity. Although we periodically sell securities for portfolio management purposes, we do not foresee having to sell any impaired securities strictly for liquidity needs and believe that it is more likely than not we would not be required to sell any impaired securities before recovery of their amortized cost.

 

Securities available-for-sale represented 5.7%5.4% of total assets as of September 30, 2020,2021, compared to 8.0%5.4% of total assets as of December 31, 2019.2020. Securities available-for-sale were $1.1 billion as of September 30, 2020,2021, compared to $1.5$1.0 billion as of December 31, 2019.2020.

 

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, 2020,2021, and December 31, 2019:2020:

 

 

September 30, 2020

  

September 30, 2021

 
     

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  $40,206  $5  $  $40,211 

U.S. government agency entities

 104,661  465  530  104,596  89,823  1,255  135  90,943 

Mortgage-backed securities

 709,756  20,045  557  729,244  798,905  12,490  6,328  805,067 

Collateralized mortgage obligations

 222    11  211  9,792    231  9,561 

Corporate debt securities

  146,368   288   147   146,509   134,348   514   1,428   133,434 

Total

 $1,060,975  $20,810  $1,245  $1,080,540  $1,073,074  $14,264  $8,122  $1,079,216 

 

 

December 31, 2019

  

December 31, 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

 $74,926  $10  $  $74,936  $80,948  $6  $6  $80,948 

U.S. government agency entities

 90,452  663  319  90,796  99,944  441  546  99,839 

U.S. government sponsored entities

 225,000    557  224,443 

Mortgage-backed securities

 880,040  8,574  824  887,790  709,709  17,965  606  727,068 

Collateralized mortgage obligations

 569    17  552  10,358    34  10,324 

Corporate debt securities

  172,743   605   23   173,325   118,271   367   267   118,371 

Total

 $1,443,730  $9,852  $1,740  $1,451,842  $1,019,230  $18,779  $1,459  $1,036,550 

 

 

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

 

Securities available-for-sale having a carrying value of $18.6$30.1 million as of September 30, 2020,2021, and $20.1$22.7 million as of December 31, 2019,2020, were pledged to secure public deposits, other borrowings and treasury tax and loan.

 

Equity Securities

 

The Company recognized a net gain of $3 thousand for the three months ended September 30, 2021, due to the increase in fair value of equity investments with readily determinable fair values compared to a net loss of $1.6 million for the three months ended September 30, 2020,2020. The Company recognized a net loss of $3.7 million for the nine months ended September 30, 2021, due to the decrease 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, 2019. The Company recognized a net loss of $1.9 million for the ninesix 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, 2019.2020. Equity securities were $23.0$20.1 million and $28.0$23.7 million as of September 30, 20202021, and December 31, 2019,2020, respectively.

Losses are charged against the allowance when management believes the uncollectability of an AFS debt security is confirmed or when either of the criteria regarding intent or requirement to sell is met. Changes in the allowance for credit losses are recorded as provision for credit loss expense.

The amortized cost of the Company’s AFS debt securities excludes accrued interest, which is included in “accrued interest income” on the Consolidated Balance Sheets. The Company has made an accounting policy election not to measure an allowance for credit losses for accrued interest receivables on AFS debt securities since the Company timely reverses any previously accrued interest when the debt security remains in default for an extended period. As each AFS debt security has a unique security structure, where the accrual status is clearly determined when certain criteria listed in the terms are met, the Company assesses the default status of each security as defined by the debt security’s specific security structure. At September 30, 2021, no AFS debt securities were in default.

 

Loans

 

Gross loans were $15.6$16.0 billion at September 30, 2020,2021, an increase of $490.3$332.4 million, or 3.3%2.1%, from $15.1$15.6 billion at December 31, 2019.2020. The increase was primarily due to $265.7 million in Paycheck Protection Program Loans and increases of $184.1$280.5 million, or 2.5%3.71%, in commercial mortgage loans, $81.3and a $106.4 million increase, or 2.0%, in residential mortgage loans, $63.9 million, or 18.4%, in equity lines and $95.2 million, or 16.4%, in real estate construction loans offset, in part, by a decrease of $196.5 million, or 7.1%4.1%, in commercial loans not including Paycheck Protection Program Loans.loans. The loan balances and composition at September 30, 2020,2021, compared to December 31, 20192020 are set forth below:

 

 

September 30, 2020

  

% of Gross Loans

  

December 31, 2019

  

% of Gross Loans

  

% Change

  

September 30, 2021

  

% of Gross

Loans

  

December 31, 2020

  

% of Gross

Loans

  

%

Change

 
 

(Dollars in thousands)

  

(in thousands)

 
            

Commercial loans

 $2,582,272  16.6% $2,778,744  18.4% (7.1%) $2,871,693  18.0% $2,836,833  18.1% 1.2%

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  4,144,789  25.9  4,145,389  26.5  (0.0)

Commercial mortgage loans

 7,459,316  47.9  7,275,262  48.3  2.5  7,835,528  49.1  7,555,027  48.3  3.7 

Real estate construction loans

 675,112  4.3  579,864  3.9  16.4  688,195  4.3  679,492  4.4  1.3 

Equity lines

 411,848  2.7  347,975  2.3  18.4  433,206  2.7  424,555  2.7  2.0 

Installment and other loans

  1,656   0.0   5,050   0.0   (67.2)  3,370   0.0   3,100   0.0   8.7 

Gross loans

 $15,565,779  100% $15,075,481  100% 3.3% $15,976,781  100% $15,644,396  100%  2.1%

Allowance for loan losses

 (179,130)    (123,224)    45.4  (131,945)    (166,538)    (20.8)

Unamortized deferred loan fees

  (4,210)     (626)     572.5   (3,835)     (2,494)     53.8 

Total loans, net

 $15,382,439      $14,951,631       2.9% $15,841,001      $15,475,364       2.4%

 

 

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”).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 0.4% at September 30, 2020,2021, compared to 0.3%0.4% at December 31, 2019.2020. Total non-performing assets increased $27.8$0.7 million, or 48.6%0.9%, to $85.0$78.3 million at September 30, 2020,2021, compared to $57.2$77.6 million at December 31, 2019,2020, primarily due to an increase of $36.7$1.0 million, or 90.6%1.5%, in nonaccrual loans, offset, in part, by a decrease of $5.3 million, or 52.0%, in other real estate owned and a decrease of $3.5 million, or 55.2%, in accruing loans past due 90 days or more.non-accruing loans.

 

As a percentage of gross loans plus OREO, our non-performing assets was 0.55%were 0.49% as of September 30, 2020,2021, compared to 0.38%0.50% as of December 31, 2019.2020. The non-performing loan portfolio coverage ratio, defined as the allowance for credit losses to non-performing loans, decreased to 230.8%191.8% as of September 30, 2020,2021, from 270.8%237.3% as of December 31, 2019.2020.

 

The following table sets forth the changes in non-performing assets and troubled debt restructurings (“TDRs”)TDRs as of September 30, 2020,2021, compared to December 31, 2019,2020, and to September 30, 2019:2020:

 

  

September 30, 2020

  

December 31, 2019

  

% Change

  

September 30, 2019

  

% Change

 
  

(Dollars in thousands)

 

Non-performing assets

                    

Accruing loans past due 90 days or more

 $2,868  $6,409   (55) $683   320 

Non-accrual loans:

                    

Construction loans

  4,335   4,580   (5)  4,629   (6)

Commercial mortgage loans

  33,782   9,928   240   12,330   174 

Commercial loans

  29,757   19,381   54   22,970   30 

Residential mortgage loans

  9,317   6,634   40   7,271   28 

Total non-accrual loans

 $77,191  $40,523   90  $47,200   64 

Total non-performing loans

  80,059   46,932   71   47,883   67 

Other real estate owned

  4,918   10,244   (52)  11,329   (57)

Total non-performing assets

 $84,977  $57,176   49  $59,212   44 

Accruing troubled debt restructurings

 $28,587  $35,336   (19) $41,647   (31)
                     

Allowance for loan losses

 $179,130  $123,224   45  $125,908   42 
                     

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

 $15,565,779  $15,075,481   3  $14,728,554   6 
                     

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

  223.75%  262.56%      262.95%    

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

  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.

  

September 30, 2021

  

December 31, 2020

  

% Change

  

September 30, 2020

  

% Change

 
  

(in thousands)

 

Non-performing assets

                    

Accruing loans past due 90 days or more

 $4,333  $4,982   (13) $2,868   51 

Non-accrual loans:

                    

Construction loans

  5,491   4,286   28   4,335   27 

Commercial mortgage loans

  36,968   33,715   10   33,782   9 

Commercial loans

  17,098   23,087   (26)  29,757   (43)

Residential mortgage loans

  9,125   6,596   38   9,317   (2)

Total non-accrual loans

 $68,682  $67,684   1  $77,191   (11)

Total non-performing loans

  73,015   72,666   0   80,059   (9)

Other real estate owned

  5,251   4,918   7   4,918   7 

Total non-performing assets

 $78,266  $77,584   1  $84,977   (8)

Accruing troubled debt restructurings

 $24,406  $27,721   (12) $28,587   (15)
                     

Allowance for loan losses

 $131,945  $166,538   (21) $179,130   (26)
                     

Total gross loans outstanding, at period-end

 $15,976,781  $15,644,396   2  $15,565,779   3 
                     

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

  180.71%  229.18%      223.75%    

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

  0.83%  1.06%      1.15%    

 

Non-accrual Loans

 

At September 30, 2020,2021, total non-accrual loans were $77.2$68.7 million, an increase of $36.7$1.0 million, or 90.6%1.5%, from $40.5$67.7 million at December 31, 2019,2020, and an increasea decrease of $30.0$8.5 million, or 63.6%11.0%, from $47.2$77.2 million at September 30, 2019.2020. 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, 2020

  

December 31, 2019

  

September 30, 2021

  

December 31, 2020

 
 

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

 $9,851  $9,290  $6,874  $9,475  $12,148  $7,707  $7,126  $9,031 

Commercial real estate

 37,583  338  14,268  1,603  39,436  338  37,471  338 

Land

   2,734    2,634 

Personal property (UCC)

     20,129      8,303      6,318      11,084 

Total

 $47,434  $29,757  $21,142  $19,381  $51,584  $17,097  $44,597  $23,087 

 

(1)

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

 

 

September 30, 2020

  

December 31, 2019

  

September 30, 2021

  

December 31, 2020

 
 

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

 $13,153  $  $14,305  $  $15,523  $  $12,875  $33 

Wholesale/Retail

 25,134  8,516  637  9,684  26,958  13,006  25,291  11,290 

Import/Export

   7,306    4,697    3,190    6,191 

Other

  9,147   13,935   6,200   5,000   9,103   901   6,431   5,573 

Total

 $47,434  $29,757  $21,142  $19,381  $51,584  $17,097  $44,597  $23,087 

 

(1)

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

 

Impaired

Impaired Loans

 

We considerPrior to January 1, 2021, a loan was considered to be impaired when it iswas 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, 2021, recorded investment in non-accrual loans was $68.7 million. As of December 31, 2020, recorded investment in impaired loans totaled $105.8$95.4 million and was comprised of non-accrual loans of $77.2$67.7 million and accruing TDRs of $28.6$27.7 million. As of December 31, 2019, recorded investment in impaired loans totaled $75.9 million and was comprised ofFor non-accrual loans, the amounts previously charged off represent 10.6% of $40.5 million and accruing TDRsthe contractual balances for non-accrual loans as of $35.4 million.September 30, 2021. For impaired loans, the amounts previously charged off represent 6.1% as of September 30, 2020, and 2.1%7.1% as of December 31, 2019,2020, of the contractual balances for impaired loans. As of September 30, 2020, $47.42021, $51.6 million, or 61.5%75.1%, of the $77.2$68.7 million of non-accrual loans were secured by real estate compared to $21.1$44.6 million, or 52.2%65.9%, of the $40.5$67.7 million of non-accrual loans that were secured by real estate as of December 31, 2019.2020. 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, 2020, $8.52021, $6.5 million of the $179.1$131.9 million allowance for loan losses was allocated for non-accrual loans and $125.4 million was allocated to the general allowance. As of December 31, 2020, $6.4 million of the $166.5 million allowance for loan losses was allocated for impaired loans and $170.6 million was allocated to the general allowance. As of December 31, 2019, $3.2 million of the $123.2 million allowance for loan losses was allocated for impaired loans and $120.0$160.1 million was allocated to the general allowance.

 

The allowance for loan losses to non-performing loans was 223.8%180.7% as of September 30, 2020,2021, compared to 262.6%229.2% as of December 31, 2019,2020, 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 impairedpresents non-accrual loans and the related allowance as of the dates indicated:September 30, 2021:

 

 

September 30, 2020

  

December 31, 2019

  

September 30, 2021

 
 

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

 $16,210  $13,293  $  $20,134  $15,857  $  $13,897  $10,442  $ 

Real estate construction loans

 5,776  4,335    5,776  4,580    7,201  5,491   

Commercial mortgage loans

 22,996  22,532    9,234  9,030    19,356  18,407   

Residential mortgage loans and equity lines

  7,921   7,814      6,171   6,073      6,989   6,813    

Subtotal

 $52,903  $47,974  $  $41,315  $35,540  $  $47,443  $41,153  $ 
  

With allocated allowance

                              

Commercial loans

 $28,059  $20,871  $7,704  $8,769  $8,739  $2,543  $16,739  $6,656  $1,301 

Commercial mortgage loans

 31,138  31,019  582  26,117  26,040  473  18,664  18,561  5,229 

Residential mortgage loans and equity lines

  6,632   5,914   209   6,740   5,540   220   2,892   2,312    

Subtotal

 $65,829  $57,804  $8,495  $41,626  $40,319  $3,236  $38,295  $27,529  $6,530 

Total impaired loans

 $118,732  $105,778  $8,495  $82,941  $75,859  $3,236 

Total non-accrual loans

 $85,738  $68,682  $6,530 

 

 

In connection with the adoption of ASU 2016-13, the Company no longer provides information on impaired loans. The following table presents impaired loans and the related allowance as of December 31, 2020:

  

December 31, 2020

 
  

Unpaid

Principal

Balance

  

Recorded

Investment

  

Allowance

 
  

(In thousands)

 
             

With no allocated allowance

            

Commercial loans

 $23,784  $20,698  $ 

Real estate construction loans

  5,776   4,286    

Commercial mortgage loans

  22,877   22,287    

Residential mortgage loans and equity lines

  6,379   6,307    

Subtotal

 $58,816  $53,578  $ 
             

With allocated allowance

            

Commercial loans

 $13,703  $6,372  $1,030 

Commercial mortgage loans

  31,134   31,003   5,254 

Residential mortgage loans and equity lines

  5,005   4,452   145 

Subtotal

 $49,842  $41,827  $6,429 

Total impaired loans

 $108,658  $95,405  $6,429 

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, 2020,2021, construction loans of $635.1$583.4 million were disbursed with pre-established interest reserves of $74.4$48.0 million, compared to $550.0$643.5 million with pre-established interest reserves of $73.4$71.0 million at December 31, 2019.2020.  The balance for construction loans with interest reserves that have been extended was $148.6$50.2 million with pre-established interest reserves of $5.2$1.9 million at September 30, 2020,2021, compared to $129.2$127.0 million with pre-established interest reserves of $4.7$4.4 million at December 31, 2019.2020.  Land loans of $25.8$38.5 million were disbursed with pre-established interest reserves of $364 thousand$1.4 million at September 30, 2020,2021, compared to $45.5$24.7 million of land loans disbursed with pre-established interest reserves of $1.9 million$486 thousand at December 31, 2019.2020.  The balance for land loans with interest reserves that have been extended was $942 thousand at September 30, 20202021 with pre-established interest reserves of $58 thousand, compared to $1.7 million$942 thousand in land loans with pre-established interest reserves of $2$58 thousand at December 31, 2019.2020. 

 

At September 30, 20202021 and December 31, 2019,2020, the Bank had no loans on non-accrual status with available interest reserves.  At September 30, 20202021 and December 31, 2019, $4.32020, there was $4.1 million and $4.6$4.3 million of non-accrual non-residential construction loans had beenthat were 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, when secured, 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, 2020,2021, or as of December 31, 2019.2020.

 

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”)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 35%34% of the Bank’s total risk-based capital as of September 30, 2020,2021, and 34%35% as of December 31, 2019.2020. Total CRE loans represented 273%276% of total risk-based capital as of September 30, 2020,2021, and 277%273% as of December 31, 20192020 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 impairedindividually evaluated 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’sCompany’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 $179.1$131.9 million and the allowance for off-balance sheet unfunded credit commitments was $5.7$8.1 million at September 30, 2020,2021, which represented the amount believed by management to be appropriate to absorb credit losses inherent in the loan portfolio, including unfunded credit commitments. The $179.1 million allowance for loan losses at September 30, 2020, increased $55.9 million, or 45.4%, from $123.2 million at December 31, 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 1.15%0.83% of period-end gross loans and 223.8%180.7% of non-performing loans at September 30, 2020.2021. The comparable ratios were 0.82%1.06% of period-end gross loans and 262.6%229.18% of non-performing loans at December 31, 2019.2020.

Critical Accounting Policies and Estimates

Our accounting policies are fundamental to understanding management’s discussion and analysis of results of operations and financial condition. We identify critical policies and estimates as those that require management to make particularly difficult, subjective, and/or complex judgments about matters that are inherently uncertain and because of the likelihood that materially different amounts would be reported under different conditions or using different assumptions. We have identified the policy and estimates relate to the allowance for credit losses on loans as a critical accounting policy.

Our critical accounting policies and estimates are described in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the 2020 Form 10-K. For more information, please also see Note 2 to the Company’s unaudited Consolidated Financial Statements.

Expected Credit Losses Estimate for Loans

The allowance for credit losses on loans held for investment is the combination of the allowance for loan losses and the reserve for unfunded loan commitments. The allowance for loan losses is reported as a reduction of the amortized cost basis of loans, while the reserve for unfunded loan commitments is included within "Other liabilities" on the Consolidated Balance Sheets. The amortized cost basis of loans does not include interest receivable, which is included in "Other assets" on the Consolidated Balance Sheets. The "Provision for credit losses" on the Consolidated Statement of Operations and Comprehensive Income is a combination of the provision for loan losses and the provision for unfunded loan commitments.

Under the CECL methodology, expected credit losses reflect losses over the remaining contractual life of an asset, considering the effect of prepayments and available information about the collectability of cash flows, including information about relevant historical experience, current conditions, and reasonable and supportable forecasts of future events and circumstances. Thus, the CECL methodology incorporates a broad range of information in developing credit loss estimates. For further information regarding the calculation of the allowance for credit losses on loans held for investment using the CECL methodology effective January 1, 2021, see Notes 2 and 3 to the unaudited Consolidated Financial Statements contained in "Item 1. Consolidated Financial Statements."

 

In calculating our allowance for credit losses in the third quarter of 2021, the change in Moody��s forecast of future GDP, unemployment rates, CRE and home price indexes, resulted in a small increase in the allowance for credit losses.  Our methodology and framework along with the 8-quarter reasonable and supportable forecast period and the 4-quarter reversion period have remained consistent since the implementation of CECL on January 1, 2021. Certain management assumptions are reassessed every quarter based on current expectations for credit losses, while other assumptions are assessed and updated on at least an annual basis.

The use of different economic forecasts, whether based on different scenarios, the use of multiple or single scenarios, or updated economic forecasts and scenarios, can change the outcome of the calculations. In addition to the economic forecasts, there are numerous components and assumptions that are integral to the overall estimation of allowance for credit losses.

The determination of the allowance for credit losses is complex and dependent on numerous models, assumptions, and judgments made by management. Management's current expectation for credit losses as quantified in the allowance for credit losses, considers the impact of assumptions and is reflective of historical credit experience, economic forecasts viewed to be reasonable and supportable, current loan composition, and relative credit risks known as of the balance sheet date.

Management believes the allowance for credit losses is appropriate for the current expected credit losses in our loan portfolio and associated unfunded commitments, and the credit risk ratings and inherent loss rates currently assigned are reasonable and appropriate as of the reporting date. It is possible that others, given the same information, may at any point in time reach different conclusions that could result in a significant impact to the Company's financial statements.

 

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,

 
  

2020

  

2019

  

2020

  

2019

 
  

(In thousands)

 

Allowance for loan losses

                

Balance at beginning of period

 $169,680  $122,651  $123,224  $122,391 

Provision/(reversal) for credit losses

  12,500   (2,000)  62,500   (2,000)

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

  110   5,023   435   5,596 

Total recoveries

  3,906   8,613   6,789   11,817 

Balance at end of period

 $179,130  $125,908  $179,130  $125,908 
                 

Reserve for off-balance sheet credit commitments

                

Balance at beginning of period

 $4,663  $4,550  $3,855  $2,250 

Provision for credit losses

  1,000      1,808   2,300 

Balance at end of period

 $5,663  $4,550  $5,663  $4,550 
                 

Average loans outstanding during the period (1)

 $15,592,536  $14,654,644  $15,477,883  $14,371,633 

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

 $15,565,779  $14,728,554  $15,565,779  $14,728,554 

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

 $80,059  $47,883  $80,059  $47,883 

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)

  0.34%  (0.05%)  0.55%  0.00%

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

  230.82%  272.45%  230.82%  272.45%

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

  1.19%  0.89%  1.19%  0.89%

(1)

Excludes loans held for sale.

(2)

Excludes non-accrual loans held for sale.

  

Three months ended September 30,

  

Nine months ended September 30,

 
  

2021

  

2020

  

2021

  

2020

 
  

(In thousands)

 

Allowance for loan losses

                

Balance at beginning of period

 $131,256  $169,680  $166,538  $123,224 

Impact of ASU 2016-13 adoption

        (1,560)   

Adjusted beginning balance

  131,256   169,680   164,978   123,224 

(Reversal)/provision for credit losses

  3,000   12,500   (15,710)  62,500 

Charge-offs:

                

Commercial loans

  (2,649)  (6,956)  (19,499)  (13,383)

Real estate loans

  (3)     (3)   

Total charge-offs

  (2,652)  (6,956)  (19,502)  (13,383)

Recoveries:

                

Commercial loans

  121   3,796   1,545   6,354 

Construction loans

  76      76    

Real estate loans

  144   110   558   435 

Total recoveries

  341   3,906   2,179   6,789 

Balance at end of period

 $131,945  $179,130  $131,945  $179,130 
                 

Reserve for off-balance sheet credit commitments

                

Balance at beginning of period

 $8,050  $4,663  $5,880  $3,855 

Impact of ASU 2016-13 adoption

        6,018    

Adjusted beginning balance

  8,050   4,663   11,898   3,855 

(Reversal)/provision for credit losses

  50   1,000   (3,798)  1,808 

Balance at end of period

 $8,100  $5,663  $8,100  $5,663 
                 

Average loans outstanding during the period

 $15,798,261  $15,592,536  $15,725,324  $15,477,883 

Total gross loans outstanding, at period-end

 $15,976,781  $15,565,779  $15,976,781  $15,565,779 

Total non-performing loans, at period-end

 $73,015  $80,059  $73,015  $80,059 

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

  0.06%  (0.08%)  0.15%  (0.06%)

Provision for credit losses to average loans outstanding during the period

  0.08%  0.34%  (0.17%)  0.55%

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

  191.80%  230.82%  191.80%  230.82%

Allowance for credit losses to gross loans, at period-end

  0.88%  1.19%  0.88%  1.19%

 

 

OurPrior to January 1, 2021, 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 estateCRE 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, 2020

  

December 31, 2019

  

September 30, 2021

  

December 31, 2020

 
     

Percentage of

     

Percentage of

      

Percentage of

     

Percentage of

 
     

Loans in Each

     

Loans in Each

      

Loans in Each

     

Loans in Each

 
     

Category

     

Category

      

Category

     

Category

 
     

to Average

     

to Average

      

to Average

     

to Average

 
 

Amount

  

Gross Loans

  

Amount

  

Gross Loans

  

Amount

  

Gross Loans

  

Amount

  

Gross Loans

 
 

(In thousands)

  

(In thousands)

 

Type of Loan:

                        

Commercial loans

 $79,394  19.0% $57,021  18.9% $38,213  18.5% $68,742  18.8%

Real estate construction loans

 32,712  3.9  19,474  4.0  6,344  4.3  30,854  4.0 

Commercial mortgage loans

 46,665  47.7  33,602  48.0  60,956  48.4  49,205  47.8 

Residential mortgage loans and equity lines

 20,359  29.4  13,108  29.1  26,431  28.8  17,737  29.4 

Installment and other loans

        19      1   0.0       

Total loans

 $179,130   100% $123,224   100% $131,945   100% $166,538   100%

 

The allowance allocated to commercial loans increased $22.4decreased $30.5 million, or 39.2%44.4%, to $79.4$38.2 million at September 30, 2020,2021, from $57.0$68.7 million at December 31, 2019.2020. The increasedecrease is due primarily to an increasea decrease in the allowance due toof $31.5 million from the continued deterioration in economic conditions related to COVID-19, the impact on loss rates fromadoption of ASU 2016-13 and net charge-offs of commercial loans and increases in specific reserves on impaired loans, year to date.$18.0 million offset by a provision for loan losses of $18.9 million.

 

 

The allowance allocated to real estate construction loans increased $13.2decreased $24.5 million, or 68.0%79.3%, to $32.7$6.3 million at September 30, 20202021, from $19.5$30.9 million at December 31, 2019.2020. The increasedecrease is due primarily to continued deteriorationa decrease in economic conditions, yearthe allowance of $24.3 million from the adoption of ASU 2016-13. The $24.3 million decrease in allowance was primarily due to date, relateda change in methodology from the incurred loss model in 2020 to COVID-19 and increasesCECL based modeling in real estate construction loans.2021. Under the CECL based modeling, the allowance is determined using actual loss experience, average life of loans, loan-to-collateral value among other factors, as compared to only historical loss experience used in incurred loss model.

 

The allowance allocated to commercial mortgage loans increased $13.1$11.8 million, or 38.9%24.0%, to $46.7$61.0 million at September 30, 2020,2021, from $33.6$49.2 million at December 31, 2019.2020. The increase is due primarily to continued deteriorationan increase in economic conditions, year to date,the allowance of $35.0 million from the adoption of ASU 2016-13 offset by a reversal for loan losses of $23.4 million related to COVID-19.the improvements in projected future macro-economic conditions in the nine months ended September 30, 2021.

 

The allowance allocated for residential mortgage loans and equity lines increased by $7.3$8.7 million, or 55.3%49.0%, to $20.4$26.4 million as of September 30, 2020,2021, from $13.1$17.7 million at December 31, 2019.2020. The increase is due primarily to continued deteriorationan increase in economic conditions, year to date,the allowance of $19.2 million from the adoption of ASU 2016-13 offset by a reversal for loan losses of $10.9 million related to COVID-19.improvements in projected future macro-economic conditions in the nine months ended September 30, 2021.

 

Deposits

 

Total deposits were $16.0$17.0 billion at September 30, 2020,2021, an increase of $1.3 billion,$897.5 million, or 8.8%5.6%, from $14.7$16.1 billion at December 31, 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.2020. The following table sets forth the deposit mix as of the dates indicated:

 

 

September 30, 2021

  

December 31, 2020

 
 

September 30, 2020

  

December 31, 2019

  

Amount

  

Percentage

  

Amount

  

Percentage

 
 

Amount

  

Percentage

  

Amount

  

Percentage

  (In thousands) 

Deposits

 

(Dollars in thousands)

  

 

 

Non-interest-bearing demand deposits

 $3,306,421  20.6% $2,871,444  19.5% $4,024,504  23.7% $3,365,086  20.9%

Interest bearing demand deposits

 1,767,227  11.0  1,358,152  9.2  2,202,956  13.0  1,926,135  12.0 

Money market deposits

 3,227,359  20.1  2,260,764  15.4  4,132,912  24.3  3,359,191  20.8 

Savings deposits

 784,076  4.9  758,903  5.2  920,138  5.4  785,672  4.9 

Time deposits

  6,949,165   43.4   7,443,045   50.7   5,726,360   33.6   6,673,317   41.4 

Total deposits

 $16,034,248   100.0% $14,692,308   100.0% $17,006,870   100.0% $16,109,401   100.0%

 

The following table sets forth the maturity distribution of time deposits at September 30, 2020:2021:

 

 

At September 30, 2020

  

At September 30, 2021

 
 

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)

  

(In thousands)

 

Less than three months

 $352,732  $1,322,805  $1,675,537  $187,913  $1,331,317  $1,519,230 

Three to six months

 749,486  1,889,171  2,638,657  398,779  1,641,597  2,040,376 

Six to twelve months

 490,537  1,825,301  2,315,838  184,602  1,771,945  1,956,547 

Over one year

  90,796   228,337   319,133   68,130   142,077   210,207 

Total

 $1,683,551  $5,265,614  $6,949,165  $839,424  $4,886,936  $5,726,360 
  

Percent of total deposits

 10.5% 32.8% 43.3% 4.9% 28.7% 33.7% 

 

 

Borrowings

 

Borrowings include federal funds purchased, funds obtained as advances from the Federal Home Loan Bank (“FHLB”)FHLB of San Francisco, and borrowings from other financial institutions.

 

BorrowingsBorrowings from the FHLB FHLB There were no over-night borrowings from the FHLB as of September 30, 2020, compared to $450 million at a weighted average rate of 1.66% as of2021, and December 31, 2019.2020. Advances from the FHLB were $230$20.0 million at a weightedan average rate of 2.16%2.89% as of September 30, 2020 and $2202021, compared to $150.0 million at a weightedan average rate of 2.26%2.15% as of December 31, 2019.2020. As of September 30, 2020,2021, FHLB advances of $5$20.0 million will mature in November 2020, $80 million in May 2021, $50 million in June 2021, $75 million in July 2021, and $20 million in May 2023.

 

Junior Subordinated Notes At September 30, 2020,2021, Junior Subordinated Notes totaled $119.1 million with a weighted average interest rate of 2.41%2.36%, compared to $119.1 million with a weighted average rate of 4.09%2.40% at December 31, 2019.2020. 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, 2020.2021. 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

 $6,630,032  $318,959  $162  $12  $6,949,165  $5,516,154  $203,360  $6,833  $13  $5,726,360 

Advances from the Federal Home Loan Bank

 210,000  20,000      230,000    20,000      20,000 

Other borrowings

       23,788  23,788        23,197  23,197 

Long-term debt

       119,136  119,136        119,136  119,136 

Operating leases

  9,469   15,629   8,022   4,704   37,824   9,577   14,696   6,452   3,338   34,063 

Total contractual obligations and other commitments

 $6,849,501  $354,588  $8,184  $147,640  $7,359,913  $5,525,731  $238,056  $13,285  $145,684  $5,922,756 

 

In the normal course of business, we enter into various transactions, which, in accordance with U.S. generally accepted accounting principles,GAAP, are not included in our Condensed Consolidated Balance Sheets. We typically 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 $2.37$2.46 billion as of September 30, 2020,2021, an increase of $80.4$45.1 million, from $2.29$2.42 billion as of December 31, 2019,2020, primarily due to net income of $158.0$223.0 million, increasesstock-based compensation of $4.1 million, and proceeds from dividend reinvestment of $2.6 million, offset, in part, by purchases of treasury stock of $100.7 million, common stock cash dividends of $73.3 million and a decrease in other comprehensive income of $4.1 million, and amortization of share-based compensation of $3.8 million, which were partially offset by common stock cash dividends of $74.0 million and repurchases of the Company’s common stock of $12.9$5.7 million.

 

The following table summarizes changes in total equity for the nine months ended September 30, 2020:2021:

 

 

Nine months ended

  

Nine months ended

 
 

September 30, 2020

  

September 30, 2021

 
 

(In thousands)

  

(In thousands)

 

Net income

 $157,967  $222,980 

Cumulative effect of change in accounting principle related to ASC 326, net of tax

 (3,139)

Proceeds from shares issued through the Dividend Reinvestment Plan

 2,573  2,619 

RSUs distributed

 2  1 

Shares withheld related to net share settlement of RSUs

 (1,903) (2,632)

Stock issued to directors

 800  850 

Purchase of treasury stock

 (12,880) (100,668)

Share-based compensation

 3,808  4,149 

Cash dividends paid to common stockholders

 (74,014) (73,335)

Other comprehensive income

  4,087   (5,678)

Net increase in total equity

 $80,440  $45,147 

 

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, 20202021 and December 31, 20192020 for Bancorp and the Bank under the Basel III Capital Rules. The Basel III Capital Rules became fully phased-in on January 1, 2019. 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 20192020 Form 10-K for a more detailed discussion of the Basel III Capital Rules.

 

  

Actual

  

Minimum Capital

Required - Basel III

  

Required to be Considered

WelCapitalized

 
  

Capital Amount

  

Ratio

  

Capital Amount

  

Ratio

  

Capital Amount

  

Ratio

 

 

 

(In thousands)

 
September 30, 2021                        
                         

Common Equity Tier 1 to Risk-Weighted Assets

                     

Cathay General Bancorp

 $2,070,291   13.29  $1,090,278   7.00  $1,012,401   6.50 

Cathay Bank

  2,137,383   13.73   1,089,593   7.00   1,011,765   6.50 
                         

Tier 1 Capital to Risk-Weighted Assets

                        

Cathay General Bancorp

  2,070,291   13.29   1,323,909   8.50   1,246,032   8.00 

Cathay Bank

  2,137,383   13.73   1,323,078   8.50   1,245,250   8.00 
                         

Total Capital to Risk-Weighted Assets

                        

Cathay General Bancorp

  2,325,836   14.93   1,635,417   10.50   1,557,540   10.00 

Cathay Bank

  2,277,428   14.63   1,634,390   10.50   1,556,562   10.00 
                         

Leverage Ratio

                        

Cathay General Bancorp

  2,070,291   10.67   776,410   4.00   970,513   5.00 

Cathay Bank

  2,137,383   11.02   775,500   4.00   969,375   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

 

September 30, 2020

 

(Dollars in thousands)

 

 

(In thousands)

 
December 31, 2020             
                          

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

 $1,970,778  13.22  $1,043,776  7.00  $969,221  6.50  $2,016,448  13.53  $1,042,967  7.00  $968,470  6.50 

Cathay Bank

 $2,034,242  13.65  $1,042,861  7.00  $968,371  6.50  2,059,056  13.83  1,041,911  7.00  967,489  6.50 
                          

Tier 1 Capital to Risk-Weighted Assets

                          

Cathay General Bancorp

 $1,970,778  13.22  $1,267,443  8.50  $1,192,887  8.00  2,016,448  13.53  1,266,460  8.50  1,191,963  8.00 

Cathay Bank

 $2,034,242  13.65  $1,266,331  8.50  $1,191,841  8.00  2,059,056  13.83  1,265,178  8.50  1,190,755  8.00 
                          

Total Capital to Risk-Weighted Assets

                          

Cathay General Bancorp

 $2,271,071  15.23  $1,565,664  10.50  $1,491,109  10.00  2,304,366  15.47  1,564,451  10.50  1,489,953  10.00 

Cathay Bank

 $2,219,035  14.89  $1,564,291  10.50  $1,489,801  10.00  2,231,474  14.99  1,562,866  10.50  1,488,444  10.00 
                          

Leverage Ratio

                          

Cathay General Bancorp

 $1,970,778  10.51  $750,036  4.00  $937,545  5.00  2,016,448  10.94  737,382  4.00  921,727  5.00 

Cathay Bank

 $2,034,242  10.87  $748,839  4.00  $936,048  5.00  2,059,056  11.19  736,317  4.00  920,396  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, 2020,2021, 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, 20202021 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 79,620,51077,860,539 shares outstanding on September 1, 2020,August 19, 2021 for distribution to holders of our common stock on September 11, 2020,9, 2021. The Company declared a cash dividend of $0.31 per share on 79,587,59679,188,570 shares outstanding on June 2, 2020,May 28, 2021, for distribution to holders of our common stock on June 12, 2020, and7, 2021. The Company declared a cash dividend of $0.31 per share on 79,546,73579,514,076 shares outstanding on March 2, 2020,1, 2021, for distribution to holders of our common stock on March 12, 2020.11, 2021. The Company paid total cash dividends of $74.0$73.3 million in the first nine months of 2020.2021.

 

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”).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. As of September 30, 2020,2021, and 2019,2020, 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, 2020,2021, and December 31, 2019,2020, were as follows:

 

 

September 30, 2020

  

December 31, 2019

  

September 30, 2021

  

December 31, 2020

 

 

($ in thousands)

  

(In thousands)

 
Cash flow swap hedges:                

Notional

 $119,136  $119,136  $119,136  $119,136 

Weighted average fixed rate-pay

 2.61% 2.61% 2.61% 2.61%

Weighted average variable rate-receive

 0.51% 2.26% 0.15% 0.44%
  

Unrealized loss, net of taxes (1)

 $(7,393) $(3,412) $(4,696) $(6,890)

 

  

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 
  

Three months ended

  

Nine months ended

 
  

September 30, 2021

  

September 30, 2020

  

September 30, 2021

  

September 30, 2020

 

Periodic net settlement of swaps (2)

 $754  $702  $2,196  $1,471 

 

(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, 2020,2021, the Bank’s outstanding interest rate swap contracts had a notional amount of $494.9$779.4 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 estateCRE 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 estateCRE 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. As of September 30, 2020,2021, and 2019,2020, 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, 2020,2021, and December 31, 2019,2020, 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)

 

  

September 30, 2021

  

December 31, 2020

 

 

 

(In thousands)

 
Fair value swap hedges:        

Notional

 $779,392  $478,266 

Weighted average fixed rate-pay

  2.48%  4.56%

Weighted average variable rate spread

  1.22%  2.46%

Weighted average variable rate-receive

  1.31%  3.11%
         

Net unrealized loss (1)

 $(8,255) $(15,082)

 

  

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 
  

Three months ended

  

Nine months ended

 
  

September 30, 2021

  

September 30, 2020

  

September 30, 2021

  

September 30, 2020

 

Periodic net settlement of swaps (2)

 $(2,363) $(2,510) $(7,137) $(5,307)

 

(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$404.7 million of a poolnotional as last-of-layer hedge on pools of loans with a notational value of $44.7$816.7 million as of September 30, 2020.2021. 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 athese pay-fixed and receive 1-Month LIBOR interest rate swapswaps to convert the last-of-layer $25.0$404.7 million portion of a $44.7$816.7 million fixed rate loan tranchepools in order to reduce the Company’s exposure to higher interest rates for the last-of-layer tranche.tranches. As of September 30, 2020,2021, the last-of-layer loan tranche had a fair value basis adjustment of $397$943 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’sour 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 $13.2$24.3 million as of September 30, 20202021 and $7.1$11.9 million as of December 31, 2019.2020.

 

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. The notional amount and fair value of the Company’s derivative financial instruments not designated as hedging instruments as of September 30, 2020,2021, and December 31, 2019,2020, 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)

 

 

September 30, 2021

  

December 31, 2020

 

 

 

(In thousands)

 
Derivative financial instruments not designated as hedging instruments:        

Notional amounts:

        

Spot, forward, and swap contracts with positive fair value

 $161,535  $151,244 

Spot, forward, and swap contracts with negative fair value

 $70,184  $132,813 

Fair value:

        

Spot, forward, and swap contracts with positive fair value

 $1,319  $4,658 

Spot, forward, and swap contracts with negative fair value

 $1,723  $(2,200)

 

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, 2020,2021, our average monthly liquidity ratio (defined as net cash plus short-term and marketable securities to net deposits and short-term liabilities) was 16.0%18.1% compared to 12.9%14.7% as of December 31, 2019.2020.

 

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, 2020,2021, the Bank had an approved credit line with the FHLB of San Francisco totaling $4.8 billion. Total advances from the FHLB of San Francisco were $230.0$20.0 million and standby letter of credits issued by the FHLB on the Company’s behalf were $529.1$675.4 million as of September 30, 2020.2021. 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, 2020,2021, the Bank pledged $7.5 million$820 thousand of its commercial loans and $1.9 million of securities to the Federal Reserve Bank’s Discount Window under the Borrower-in-Custody program. The Bank had borrowing capacity of $7.8$2.6 million from the Federal Reserve Bank Discount Window at September 30, 2020.2021.

 

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, 2020,2021, investment securities totaled $1.1 billion, with $18.6$30.9 million pledged as collateral for borrowings and other commitments. The remaining $1.1$1.0 billion was available as additional liquidity or to be pledged as collateral for additional borrowings.

 

Approximately 95%96% of our time deposits mature within one year or less as of September 30, 2020.2021. 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. As of September 30, 2020,2021, 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 $96.0$155 million and $176.5$96.0 million during the first nine months of 20202021 and 2019,2020, 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, 2020:2021:

 

 

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

  8.8  7.1   18.2  14.5 

+100

  4.0  3.9   8.6  7.0 
-100  -0.2  -3.0   -0.8  -3.7 
-200  -0.1  -2.9   -0.9  -1.7 

 

(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 20202021 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.

 

Other than the supplemental risk factor set forth below, theThe 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 on2020 Form 10-K for the year ended December 31, 2019.10-K. 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 on2020 Form 10-K, for the year ended December 31, 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 on2020 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.

 

ItemITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

 

Issuer Purchases of Equity Securities

Issuer Purchases of Equity Securities

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

(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

(July 1, 2021 - July 31, 2021)

90,000

$38.26

90,000

$8,028,035

(August 1, 2021 - August 31, 2021)

210,075

$38.21

210,075

$0

(September 1, 2021 - September 30, 2021)

642,538

$39.95

642,538

$99,331,597

Total

0

$0.00

0

$10,713,881

942,613

$39.40

942,613

$99,331,597

 

 

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 “LiquiditLiquidityy 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 10.1Employment 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)

Date: November 8, 2021
  

Date: November 6, 2020

/s/ Chang M. Liu

 
 

Chang M. Liu

President and Chief Executive Officer

 
 President and Chief Executive Officer

Date: November 8, 2021 

Date: November 6, 2020

/s/ Heng W. Chen

 
 

Heng W. Chen

Executive Vice President and

Chief Financial Officer

 

7884