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BKGM BankGuam Holding

Filed: 13 May 21, 6:04am

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

(Mark One)

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

For the quarterly period ended March 31, 2021

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 number: 000-54483

 

BankGuam Holding Company

(Exact name of registrant as specified in its charter)

 

 

Guam

66-0770448

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

P.O. Box BW

Hagåtña, Guam 96932

(671) 472-5300

(Address, including Zip Code, and telephone number, including area code, of the registrant’s principal executive offices)

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

None

N/A

N/A

 

          Securities registered pursuant to Section 12(g) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Stock, $0.2083 par value per share

 

“BKGM”

 

Not listed

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 (§232.405 of this chapter) 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, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

 

  

Accelerated filer

 

Non-accelerated filer

 

  

Smaller reporting company

 

Emerging growth company

 

 

 

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes      No  

 

As of May 13, 2021, there were 9,714,222 shares outstanding

 

 


 

BANKGUAM HOLDING COMPANY

FORM 10-Q

QUARTERLY REPORT

TABLE OF CONTENTS

 

 

 

PART 1. FINANCIAL INFORMATION

3

 

 

 

Item 1.

Condensed Consolidated Financial Statements (Unaudited)

3

 

 

 

 

Condensed Consolidated Statements of Financial Condition at March 31, 2021 and December 31, 2020

3

 

 

 

 

Condensed Consolidated Statements of Income for the three months ended March 31, 2021 and 2020

4

 

 

 

 

Condensed Consolidated Statements of Comprehensive (Loss) Income for the three months ended March 31, 2021 and 2020

5

 

 

 

 

Condensed Consolidated Statements of Stockholders’ Equity for the three months ended March 31, 2021 and 2020

6

 

 

 

 

Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2021 and 2020

7

 

 

 

 

Notes to Condensed Consolidated Financial Statements

8

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

33

 

 

 

Item 4.

Controls and Procedures

52

 

 

PART II. OTHER INFORMATION

53

 

 

 

Item 6.

Exhibits

53

 

 

 

Signatures

54

 

 

 

 

 

 

 


 

Cautionary Note Regarding Forward-Looking Statements

For purposes of this Quarterly Report, the terms the “Company,” “we,” “us” and “our” refer to BankGuam Holding Company and its subsidiaries. This Quarterly Report on Form 10-Q contains statements that are not historical in nature, are predictive in nature, or that depend upon or refer to future events or conditions or contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be preceded by, followed by or include the words “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “will,” “is designed to” and similar expressions as well as other statements regarding our future operations, financial condition and prospects, and business strategies. We claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 for all forward-looking statements.

We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to risks, uncertainties and assumptions about our business that could affect our future results and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements. We are not able to predict all of the factors that may affect future results. These include, among other things, the following risks:

 

Competition for loans and deposits and failure to attract or retain deposits and loans;

 

Local, regional, national and global economic conditions, and the impact they may have on us and our customers, and our assessment of that impact on our estimates, including the allowance for loan losses and fair value measurements;

 

The effects of the COVID-19 pandemic, including reduced tourism in Guam, volatility in the international and national economy and credit markets, quarantines or other travel or health-related restrictions, the length and severity of the COVID-19 pandemic and the pace of recovery following the COVID-19 pandemic;

 

Risks associated with concentrations in real estate related loans;

 

Changes in the level of nonperforming assets and charge-offs and other credit quality measures, and their impact on the adequacy of our allowance for loan losses and our provision for loan losses;

 

The effects of and changes in trade, monetary and fiscal policies and laws, including the interest rate policies of the Federal Open Market Committee of the Federal Reserve Board; and the anticipated elimination of the London Interbank Offered Rate (“LIBOR”) as a benchmark interest rate;

 

Stability of funding sources and continued availability of borrowings;

 

The effect of changes in laws and regulations with which the Company and Bank of Guam must comply, including any change in Federal Deposit Insurance Corporation insurance premiums;

 

Our ability to raise capital or incur debt on reasonable terms;

 

Regulatory limits on Bank of Guam’s ability to pay dividends to the Company;

 

The effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Public Company Accounting Oversight Board, the Financial Accounting Standards Board and other accounting standard setters;

 

Changes in the deferred tax asset valuation allowance in future quarters;

 

The costs and effects of legal and regulatory developments, including resolution of legal proceedings or regulatory or other governmental inquiries, and the results of regulatory examinations or reviews;

 

Our ability to increase market share and control expenses;

 

Any interruption or security breach of our information systems resulting in failures or disruptions in customer services or confidentiality; and

 

Our success in managing the risks involved in the foregoing items.

Other factors that might cause or contribute to such differences include, but are not limited to, those discussed in “Risk Factors” included in filings we make from time to time with the U.S. Securities and Exchange Commission (“SEC”), including our Quarterly Reports on Form 10-Q to be filed by us in our fiscal year ending December 31, 2021. We have no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or risks, except to the extent required by applicable securities laws. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements. New information, future events or risks could cause the forward-looking events we discuss in this Quarterly Report not to occur. You should not place undue reliance on these forward-looking statements, which reflect our opinions only as of the date of this Quarterly Report.

 

2


 

PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements (Unaudited)

 

BankGuam Holding Company

Unaudited Condensed Consolidated Statements of Financial Condition

(in Thousands, Except Par Value)

 

 

 

March 31, 2021

 

 

December 31, 2020

 

ASSETS

 

 

 

 

 

 

 

 

Cash and due from banks

 

$

44,259

 

 

$

42,875

 

Interest bearing deposits in banks

 

 

277,498

 

 

 

244,753

 

Total cash and cash equivalents

 

 

321,757

 

 

 

287,628

 

Restricted cash

 

 

150

 

 

 

150

 

Investment in unconsolidated subsidiary

 

 

7,256

 

 

 

7,719

 

Investment securities available-for-sale, at fair value

 

 

533,021

 

 

 

510,111

 

Investment securities held-to-maturity, at amortized cost

   (Fair Value $42,350 at 3/31/2021  and $46,911 at 12/31/2020)

 

 

43,082

 

 

 

46,584

 

Federal Home Loan Bank stock, at cost

 

 

2,814

 

 

 

2,335

 

Loans, net of allowance for loan losses

   ($36,283 at 03/31/2021 and $34,805 at 12/31/2020)

 

 

1,388,552

 

 

 

1,392,722

 

Accrued interest receivable

 

 

7,379

 

 

 

8,068

 

Premises and equipment, net

 

 

20,083

 

 

 

19,921

 

Other assets

 

 

84,483

 

 

 

77,123

 

Total assets

 

$

2,408,577

 

 

$

2,352,361

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

 

 

Non-interest bearing

 

$

778,707

 

 

$

770,037

 

Interest bearing

 

 

1,414,321

 

 

 

1,348,807

 

Total deposits

 

 

2,193,028

 

 

 

2,118,844

 

Accrued interest payable

 

 

70

 

 

 

77

 

Subordinated debt, net

 

 

14,783

 

 

 

14,777

 

Other liabilities

 

 

42,088

 

 

 

41,607

 

Total liabilities

 

 

2,249,969

 

 

 

2,175,305

 

Commitments and contingencies (Note 6)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

Common stock $0.2083 par value; 48,000 shares authorized; 9,746 and 9,734

   shares issued and 9,714 and 9702 shares outstanding at 3/31/2021 and

   12/31/2020, respectively

 

 

2,031

 

 

 

2,029

 

Preferred stock $100 par value; 300 shares authorized; 9.8 shares issued

   and outstanding

 

 

980

 

 

 

980

 

Additional paid-in capital, Common stock

 

 

24,872

 

 

 

24,777

 

Additional paid-in capital, Preferred stock

 

 

8,803

 

 

 

8,803

 

Retained earnings

 

 

139,836

 

 

 

137,646

 

Accumulated other comprehensive (loss) income

 

 

(17,624

)

 

 

3,111

 

Common stock in treasury, at cost (32 shares)

 

 

(290

)

 

 

(290

)

Total stockholders’ equity

 

 

158,608

 

 

 

177,056

 

Total liabilities and stockholders’ equity

 

$

2,408,577

 

 

$

2,352,361

 

 

The accompanying notes are an integral part of the condensed consolidated financial statements.

3


BankGuam Holding Company

Unaudited Condensed Consolidated Statements of Income

(Dollar and Share Amounts in Thousands, Except Per Share Amounts)

 

 

 

Three Months Ended March 31,

 

 

 

2021

 

 

2020

 

Interest income:

 

 

 

 

 

 

 

 

Loans

 

$

18,247

 

 

$

19,767

 

Investment securities

 

 

2,199

 

 

 

1,974

 

Deposits with banks

 

 

67

 

 

 

358

 

Total interest income

 

 

20,513

 

 

 

22,099

 

Interest expense:

 

 

 

 

 

 

 

 

Savings deposits

 

 

103

 

 

 

474

 

Time deposits

 

 

12

 

 

 

18

 

Other borrowed funds

 

 

238

 

 

 

241

 

Total interest expense

 

 

353

 

 

 

733

 

Net interest income

 

 

20,160

 

 

 

21,366

 

Provision for loan losses

 

 

2,475

 

 

 

2,207

 

Net interest income, after provision for loan losses

 

 

17,685

 

 

 

19,159

 

 

 

 

 

 

 

 

 

 

Non-interest income:

 

 

 

 

 

 

 

 

Service charges and fees

 

 

1,670

 

 

 

1,738

 

Gain on sale of investment securities

 

 

272

 

 

 

-

 

Income from merchant services, net

 

 

648

 

 

 

543

 

Cardholders income, net

 

 

253

 

 

 

157

 

Trustee fees

 

 

152

 

 

 

635

 

Other income

 

 

1,214

 

 

 

998

 

Total non-interest income

 

 

4,209

 

 

 

4,071

 

Non-interest expense:

 

 

 

 

 

 

 

 

Salaries and employee benefits

 

 

8,696

 

 

 

9,524

 

Occupancy

 

 

2,129

 

 

 

2,156

 

Equipment and depreciation

 

 

2,941

 

 

 

2,972

 

Insurance

 

 

489

 

 

 

474

 

Telecommunications

 

 

366

 

 

 

343

 

FDIC assessment

 

 

344

 

 

 

279

 

Professional services

 

 

565

 

 

 

577

 

Contract services

 

 

621

 

 

 

515

 

Other real estate owned

 

 

14

 

 

 

28

 

Stationery and supplies

 

 

121

 

 

 

200

 

Training and education

 

 

44

 

 

 

185

 

General, administrative and other

 

 

1,540

 

 

 

1,977

 

Total non-interest expense

 

 

17,870

 

 

 

19,230

 

Income before income taxes

 

 

4,024

 

 

 

4,000

 

Income tax expense

 

 

729

 

 

 

755

 

Net income

 

 

3,295

 

 

 

3,245

 

Preferred stock dividend

 

 

(135

)

 

 

(136

)

Net income attributable to common stockholders

 

$

3,160

 

 

$

3,109

 

 

 

 

 

 

 

 

 

 

Earnings per common share (EPS):

 

 

 

 

 

 

 

 

Basic and diluted EPS

 

$

0.33

 

 

$

0.32

 

Dividends declared per common share

 

$

0.10

 

 

$

0.10

 

Basic and diluted weighted average common shares

 

 

9,705

 

 

 

9,673

 

 

The accompanying notes are an integral part of the condensed consolidated financial statements.

4


BankGuam Holding Company

Unaudited Condensed Consolidated Statements of Comprehensive (Loss) Income

(in Thousands)

 

 

 

 

Three Months Ended March 31,

 

 

 

2021

 

 

2020

 

Net income

 

$

3,295

 

 

$

3,245

 

Other comprehensive (loss) income:

 

 

 

 

 

 

 

 

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

   securities arising during the period, net of tax

 

 

(20,488

)

 

 

4,570

 

Reclassification for (gain) realized on available-for-

   sale securities

 

 

(272

)

 

 

-

 

Amortization of post-transfer unrealized holding loss on

   held-to-maturity securities during the period, net of tax

 

 

25

 

 

 

73

 

Total other comprehensive (loss) income

 

 

(20,735

)

 

 

4,643

 

Total comprehensive (loss) income

 

$

(17,440

)

 

$

7,888

 

 

The accompanying notes are an integral part of the condensed consolidated financial statements.

 

 

5


 

BankGuam Holding Company

Unaudited Condensed Consolidated Statements of Stockholders’ Equity

(Dollar Amounts in Thousands, Except Number of Shares)

 

 

 

Number of

Common

Shares

 

 

Common

Stock

 

 

Preferred

Stock

 

 

Additional Paid-in

Capital -

Common

 

 

Additional Paid-in

Capital -

Preferred

 

 

Retained

Earnings

 

 

Accumulated

Other

Comprehensive

Loss

 

 

Treasury

Stock

 

 

Total

 

Balances, January 1, 2021

 

 

9,702,136

 

 

$

2,029

 

 

$

980

 

 

$

24,777

 

 

$

8,803

 

 

$

137,646

 

 

$

3,111

 

 

$

(290

)

 

$

177,056

 

Net income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

3,295

 

 

 

-

 

 

 

-

 

 

 

3,295

 

Change in accumulated other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Unrealized loss on available-for-sale securities, net

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(20,735

)

 

 

-

 

 

 

(20,735

)

Common stock issued under Employee Stock

   Purchase Plan & Service Awards

 

 

11,436

 

 

 

2

 

 

 

-

 

 

 

95

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

97

 

Cash dividends on common stock

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(970

)

 

 

-

 

 

 

-

 

 

 

(970

)

Cash dividends on preferred stock

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(135

)

 

 

-

 

 

 

-

 

 

 

(135

)

Balances, March 31, 2021

 

 

9,713,572

 

 

$

2,031

 

 

$

980

 

 

$

24,872

 

 

$

8,803

 

 

$

139,836

 

 

$

(17,624

)

 

$

(290

)

 

$

158,608

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number of

Common

Shares

 

 

Common

Stock

 

 

Preferred

Stock

 

 

Additional Paid-in

Capital -

Common

 

 

Additional Paid-in

Capital -

Preferred

 

 

Retained

Earnings

 

 

Accumulated

Other

Comprehensive

Income

 

 

Treasury

Stock

 

 

Total

 

Balances, January 1, 2020

 

 

9,671,556

 

 

$

2,023

 

 

$

980

 

 

$

24,478

 

 

$

8,803

 

 

$

129,576

 

 

$

(1,327

)

 

$

(290

)

 

$

164,243

 

Net income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

3,245

 

 

 

-

 

 

 

-

 

 

 

3,245

 

Change in accumulated other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Unrealized gain on available-for-sale securities, net

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

4,643

 

 

 

-

 

 

 

4,643

 

Common stock issued under Employee Stock

   Purchase Plan & Service Awards

 

 

8,990

 

 

 

2

 

 

 

-

 

 

 

91

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

93

 

Cash dividends on common stock

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(967

)

 

 

-

 

 

 

-

 

 

 

(967

)

Cash dividends on preferred stock

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(136

)

 

 

-

 

 

 

-

 

 

 

(136

)

Balances, March 31,2020

 

 

9,680,546

 

 

$

2,025

 

 

$

980

 

 

$

24,569

 

 

$

8,803

 

 

$

131,718

 

 

$

3,316

 

 

$

(290

)

 

$

171,121

 

 

The accompanying notes are an integral part of the condensed consolidated financial statements.

 

 

6


 

BankGuam Holding Company

Unaudited Condensed Consolidated Statements of Cash Flows

(in Thousands)

 

 

Three Months Ended March 31,

 

 

 

2021

 

 

2020

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

Net income

 

$

3,295

 

 

$

3,245

 

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

 

 

 

 

 

 

 

 

Provision for loan losses

 

 

2,475

 

 

 

2,207

 

Depreciation

 

 

983

 

 

 

1,036

 

Amortization of debt issuance costs

 

 

7

 

 

 

6

 

Amortization of fees, discounts and premiums

 

 

150

 

 

 

260

 

Proceeds from sales of loans held for sale

 

 

10,696

 

 

 

3,416

 

Origination of loans held for sale

 

 

(10,696

)

 

 

(3,416

)

Increase in mortgage servicing rights

 

 

(137

)

 

 

(23

)

Gross realized gains on sale of available-for-sale securities

 

 

(272

)

 

 

-

 

Realized gain on sale of premises and equipment

 

 

6

 

 

 

2

 

Noncash lease expense

 

 

736

 

 

 

681

 

Net change in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accrued interest receivable

 

 

689

 

 

 

(854

)

Other assets

 

 

(7,965

)

 

 

11,034

 

Accrued interest payable

 

 

(7

)

 

 

(29

)

Lease liability

 

 

(652

)

 

 

1,050

 

Other liabilities

 

 

1,133

 

 

 

1,646

 

Net cash provided by operating activities

 

 

441

 

 

 

20,261

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Purchases of available-for-sale securities

 

 

(120,138

)

 

 

(52,599

)

Proceeds from sales of available-for-sale securities

 

 

46,993

 

 

 

-

 

Maturities, prepayments and calls of available-for-sale securities

 

 

29,624

 

 

 

49,326

 

Maturities, prepayments and calls of held-to-maturity securities

 

 

3,500

 

 

 

934

 

Loan originations and principal collections, net

 

 

1,695

 

 

 

(23,432

)

Income from equity investment in unconsolidated subsidiary

 

 

(412

)

 

 

(244

)

Dividends received from unconsolidated subsidiary

 

 

875

 

 

 

196

 

Costs (proceeds) from FHLB stock purchase

 

 

(479

)

 

 

(68

)

Proceeds from sales of premises and equipment

 

 

7

 

 

 

2

 

Purchases of premises and equipment

 

 

(1,153

)

 

 

(761

)

Net cash used in investing activities

 

 

(39,488

)

 

 

(26,646

)

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Net increase in deposits

 

 

74,184

 

 

 

30,771

 

Proceeds from issuance of common stock

 

 

97

 

 

 

93

 

Dividends paid

 

 

(1,105

)

 

 

(1,103

)

Net cash provided by financing activities

 

 

73,176

 

 

 

29,761

 

Net change in cash, cash equivalents and restricted cash

 

 

34,129

 

 

 

23,376

 

Cash, cash equivalents and restricted cash at beginning of period

 

 

287,778

 

 

 

132,116

 

Cash, cash equivalents and restricted cash at end of period

 

$

321,907

 

 

$

155,492

 

 

 

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

 

 

 

Interest

 

$

45

 

 

$

403

 

Income taxes

 

$

112

 

 

$

88

 

Supplemental disclosure of noncash investing and financing activities:

 

 

 

 

 

 

 

 

Net change in unrealized loss on held-to-maturity securities, net of tax

 

$

25

 

 

$

73

 

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

 

$

(20,760

)

 

$

4,570

 

Other real estate owned transferred from loans, net

 

$

-

 

 

$

42

 

 

The accompanying notes are an integral part of the condensed consolidated financial statements.

7


BankGuam Holding Company

Notes to Condensed Consolidated Financial Statements

(In thousands, except per share data)

(Unaudited)

 

Note 1 – Nature of Business

Organization

The accompanying condensed consolidated financial statements include the accounts of BankGuam Holding Company (“Company”) and its wholly-owned subsidiaries, Bank of Guam (“Bank”) and BankGuam Investment Services (“BGIS”). The Company is a Guam corporation organized on October 29, 2010, to act as the holding company of the Bank, a Guam banking corporation, an 18-branch bank serving the communities in Guam, the Commonwealth of the Northern Mariana Islands (CNMI), the Federated States of Micronesia (FSM), the Republic of the Marshall Islands (RMI), the Republic of Palau (ROP), and San Francisco, California. BGIS was incorporated in Guam in 2015 and initially capitalized during the first quarter of 2016. During July 2016, the Company executed an agreement to purchase up to 70% of ASC Trust LLC, formerly ASC Trust Corporation, which has resulted in the Company purchasing 45% of the voting common stock of ASC Trust LLC to date.

Other than holding the shares of the Bank, BGIS and ASC Trust LLC, the Company conducts no significant activities, although it is authorized, with the prior approval of its principal regulator, the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), to engage in a variety of activities related to the business of banking. Currently, substantially all of the Company’s operations are conducted and substantially all of the assets are owned by the Bank, which accounts for substantially all of our consolidated revenues, expenses and operating income. The Bank provides a variety of financial services to individuals, businesses and governments through its branches. The Bank’s headquarters is located in Hagåtña, Guam. The Bank currently has seven branches in Guam, four in the CNMI, four in the FSM, one in the RMI, one in the ROP, and one in San Francisco, California. The Bank’s primary deposit products are demand deposits, savings and time certificate accounts, and its primary lending products are consumer, commercial and real estate loans. Effective January 29, 2021, the Bank permanently closed the Dededo and Harmon branches in Guam. The COVID-19 pandemic has accelerated the adoption of digital channels by our customers, which was considered in our decision to close those branches.

For ease of reference we will sometimes refer to the Company and the Bank as “we”, “us” or “our”.

 

 

Note 2 – Summary of Significant Accounting Policies and Recent Accounting Pronouncements

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and, therefore, do not include all footnotes that would be required for a full presentation of financial condition, results of operations, changes in cash flows and comprehensive income in accordance with generally accepted accounting principles in the United States (“GAAP”). However, these interim financial statements reflect all adjustments (consisting of normal recurring adjustments and accruals) which, in the opinion of our management, are necessary for a fair presentation of our financial condition, results of operations and cash flows for the interim periods presented.

These unaudited condensed consolidated financial statements have been prepared on a basis consistent with prior periods, and should be read in conjunction with our audited consolidated financial statements as of and for the year ended December 31, 2020, and the notes thereto, included in our Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the U.S. Securities and Exchange Commission (“SEC”) under the Exchange Act on March 22, 2021.

Our condensed consolidated financial condition at March 31, 2021, and the condensed consolidated results of operations for the three months ended March 31, 2021, are not necessarily indicative of what our financial condition will be at December 31, 2021, or of the results of our operations that may be expected for the full year ending December 31, 2021.

Use of Estimates

The preparation of condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of income and expenses during the periods presented. Actual results could differ from those estimates.

Restricted Cash

Interest-bearing deposits in banks that mature within one year are carried at cost. $150 thousand of these deposits are held by the Bank jointly under the names of Bank of Guam and the Guam Insurance Commissioner, and serve as a bond for the Bank of Guam Trust Department.

 

 

8


 

Leases

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, “Leases (Topic 842)”, a new Topic which, as modified by ASU 2018-10 and ASU 2018-12, is intended to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements on the basis that it is important that users of financial statements have a complete and understandable picture of an entity’s leasing activities. The new standard allows for several transition practical expedients. The Company elected the package of practical expedients, which permits the Company to forgo reassessing lease identification, lease classification, and initial direct costs. The Company applied the hindsight practical expedient when evaluating the lease term and assessing impairment of Right of Usage (“ROU”) assets. The Company also elected to combine the lease and non-lease components, such as maintenance fees, as a single lease component and elected to use the remaining lease term instead of total lease term in determining the incremental borrowing rate. The Company made an accounting policy election to not recognize lease liabilities and ROU assets for short-term leases, which are leases with initial terms of 12 months or less and for which there is not a purchase option that is reasonably certain to be exercised. All leases within the Company’s portfolio are classified as operating leases.

COVID-19

On March 11, 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) as a global pandemic, which continues to spread throughout the United States and around the world. The declaration of a global pandemic indicates that almost all public commerce and related business activities may be, to varying degrees, curtailed with the goal of decreasing the rate of new infections. The outbreak of COVID-19 has adversely impacted a broad range of industries in which the Company’s customers operate and, in some instances, impaired their ability to fulfill their financial obligations to the Company. On March 3, 2020, the Federal Open Market Committee reduced the target range for federal funds by 50 basis points to 1.00% - 1.25%. This rate was further reduced to a target range of 0% - 0.25% on March 16, 2020. In September 2020, the Federal Open Market Committee announced that it will allow inflation to exceed 2% to support employment, and forecasted that the federal funds rate would remain unchanged through 2023.These reductions in interest rates and other effects of the COVID-19 outbreak had an adverse affect on the Company’s financial condition and results of operations. As a result of the spread of the COVID-19 coronavirus, economic uncertainties have negatively impacted net interest income and noninterest income.

In the United States, the government enacted the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) on March 27, 2020. The CARES Act, among other things, created a $670 billion loan program (the “Paycheck Protection Program” or the “PPP”) for fully guaranteed loans (which may be forgiven) to small businesses for certain qualifying expenses (program dollar amount includes amount approved under the original program in March 2020 and a second tranche which was approved in April 2020). The PPP was modified on June 5, 2020 by the Paycheck Protection Program Flexibility Act of 2020 (the “PPPF Act”) which, among other things, (i) established a minimum maturity of five years for all loans made after the enactment of the PPPF Act and permits an extension of the maturity of existing loans to five years if the borrower and lender agree; and (ii) extended the “covered period” of the CARES Act from June 30, 2020, to December 31, 2020. In July 2020, the CARES Act was amended to extend, through August 8, 2020, the SBA’s authority to make commitments under the PPP. The SBA’s existing authority had previously expired on June 30, 2020. On December 21, 2020, Congress passed a COVID-relief package which was signed by the President on December 27, 2020 and provided additional funding for PPP loans up to March 31, 2021. On January 13, 2021, the SBA re-opened the PPP program and began accepting applications for PPP loans. On March 11, 2021, the American Rescue Plan Act of 2021 (“ARP”) was signed into law. The ARP included a modest increase to PPP, expanded eligibility to more non-profits, a grant program for restaurants that have suffered pandemic-related losses, and extended payroll support for the airline industry. On March 30, 2021, the PPP Extension Act of 2021 was signed into law, which extended the PPP loan program to May 31, 2021.

Due to the Company’s concerns for the health and safety of its customers and employees, in March 2020 the Bank temporarily closed seven of its branches in Guam and one of its branches in the CNMI, and limited the number of customers allowed to be in its remaining facilities at any one time to 50. During 2020, the Bank re-opened four of its branches in Guam, while four of the branches remain closed.  The Bank continues to limit the number of customers allowed in its facilities to be in compliance with local regulations related to the COVID-19 pandemic. The Bank continues to provide a secure telecommuting program for those personnel who are able to perform their responsibilities remotely, the computer hardware and software needed to support those tasks, and established teleconferencing capabilities to reduce the number of people in attendance at all of its larger group meetings. In recognition of the potential difficulties that may be faced by our commercial and consumer customers, the Bank initiated a temporary program in March 2020 under which affected customers may have their loan payments deferred or otherwise adjusted. This program applied to both commercial and consumer loans for a period of 90 days, and expired on June 30, 2020. Although these actions taken in response to the heightened risks posed by COVID-19 are costly, it is not possible at the time of this filing to estimate the final consequences of these impacts on economic performance or the results of the Company’s operations, its financial condition or its cash flows. However, despite these potential disruptions the Company has not materially changed its accounting policies or procedures due to COVID-19.

Recently Adopted Accounting Pronouncements

 

None.

9


 

Recently Issued but Not Yet Adopted Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326)”, to amend the standards for the measurement of credit losses on financial instruments by replacing the historical incurred loss impairment methodology of determining the level of the allowance for loan and lease losses (“ALLL”), including losses associated with available-for-sale securities, with a more decision-useful methodology that reflects expected credit losses over the life of a financial instrument based upon historical experience, current conditions, and reasonable and supportable forecasts in determining the ALLL level, as well as the reserve for off-balance-sheet credit exposures. The Company was preparing to implement ASU 2016-13 when it was scheduled to become effective January 1, 2020, but the FASB announced on October 16, 2019, a delay of the effective date for smaller reporting companies until January 1, 2023. Management expects to recognize a one-time cumulative effect adjustment to the allowance for loan losses as of the first reporting period in which the new standard is effective, but cannot yet estimate the magnitude of the adjustment or the overall impact of the new guidance on the Company’s financial position, results of operations or cash flows.

In March 2020, the FASB issued ASU 2020-04, "Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting," which provides temporary optional expedients to ease the financial reporting burdens of the expected market transition from London Interbank Offered Rate (LIBOR) to an alternative reference rate such as Secured Overnight Financing Rate (SOFR). The guidance was effective upon issuance and generally can be applied through December 31, 2022. We are currently evaluating this guidance to determine the impact of adoption on the Company.

 

Note 3 – Earnings Per Common Share

Basic earnings per common share represent income available to common stockholders divided by the weighted-average number of common shares outstanding during the period. Potential common shares that may be issued by the Company relate to shares subscribed but not yet issued in 2021 and 2020 under the Employee Stock Purchase Plan, and are reported as dilutive options. No shares were subscribed but not issued at March 31, 2021, and 2020.

Earnings per common share are computed based on reported net income, preferred stock dividends and the following common share data:

 

 

 

Three Months Ended March 31,

 

 

 

2021

 

 

2020

 

Net income

 

$

3,295

 

 

$

3,245

 

Less preferred stock dividends

 

 

(135

)

 

 

(136

)

Net income attributable to common stockholders

 

 

3,160

 

 

 

3,109

 

Weighted average number of common shares

   outstanding - used to calculate basic and diluted

   earnings per common share

 

 

9,705

 

 

 

9,673

 

Earnings per common share (EPS):

 

 

 

 

 

 

 

 

Basic and diluted EPS

 

$

0.33

 

 

$

0.32

 

 

10


 

Note 4 – Investment Securities

The amortized cost and fair value of investment securities, with gross unrealized gains and losses, follows:

 

 

 

March 31, 2021

 

 

 

Amortized

Cost

 

 

Gross

Unrealized

Gains

 

 

Gross

Unrealized

Losses

 

 

Estimated

Fair Value

 

Securities Available-for-Sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government agency and government sponsored

   enterprise (GSE) debt securities

 

$

385,366

 

 

$

-

 

 

$

(24,818

)

 

$

360,548

 

U.S. government agency pool securities

 

 

26,456

 

 

 

5

 

 

 

(154

)

 

 

26,307

 

U.S. government agency or GSE residential

   mortgage-backed securities

 

 

143,502

 

 

 

3,071

 

 

 

(407

)

 

 

146,166

 

Total

 

$

555,324

 

 

$

3,076

 

 

$

(25,379

)

 

$

533,021

 

Securities Held-to-Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government agency and government sponsored

   enterprise (GSE) debt securities

 

$

31,244

 

 

$

15

 

 

$

(897

)

 

$

30,362

 

U.S. government agency pool securities

 

 

4,062

 

 

 

14

 

 

 

(54

)

 

 

4,022

 

U.S. government agency or GSE residential

   mortgage-backed securities

 

 

7,776

 

 

 

210

 

 

 

(20

)

 

 

7,966

 

Total

 

$

43,082

 

 

$

239

 

 

$

(971

)

 

$

42,350

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2020

 

 

 

Amortized

Cost

 

 

Gross

Unrealized

Gains

 

 

Gross

Unrealized

Losses

 

 

Estimated

Fair Value

 

Securities Available-for-Sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government agency and government sponsored

   enterprise (GSE) debt securities

 

$

300,440

 

 

$

54

 

 

$

(2,348

)

 

$

298,146

 

U.S. government agency pool securities

 

 

28,783

 

 

 

29

 

 

 

(206

)

 

 

28,606

 

U.S. government agency or GSE residential

   mortgage-backed securities

 

 

176,912

 

 

 

6,447

 

 

 

-

 

 

 

183,359

 

Total

 

$

506,135

 

 

$

6,530

 

 

$

(2,554

)

 

$

510,111

 

Securities Held-to-Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government agency and government sponsored

   enterprise (GSE) debt securities

 

$

33,221

 

 

$

93

 

 

$

(15

)

 

$

33,299

 

U.S. government agency pool securities

 

 

4,515

 

 

 

15

 

 

 

(36

)

 

 

4,494

 

U.S. government agency or GSE residential

   mortgage-backed securities

 

 

8,848

 

 

 

280

 

 

 

(10

)

 

 

9,118

 

Total

 

$

46,584

 

 

$

388

 

 

$

(61

)

 

$

46,911

 

 

At March 31, 2021, and December 31, 2020, investment securities with a carrying value of $403.3 million and $360.6 million, respectively, were pledged to secure various government deposits and to meet other public requirements.

Proceeds and gross realized gains from the sales of available-for-sale investment securities for the three months ended March 31, 2021, and 2020, are shown below.

 

 

 

Three Months Ended March 31,

 

 

 

2021

 

 

2020

 

Proceeds from sales

 

$

46,993

 

 

$

-

 

Gross realized gains from sales

 

$

272

 

 

$

-

 

 

 

 

 

 

 

 

 

 

11


 

 

 

The amortized cost and estimated fair value of investment securities by contractual maturity at March 31, 2021, and December 31, 2020, are shown below. Actual maturities may differ from contractual maturities because issuers may have the right to call or borrowers the right to prepay obligations with or without call or prepayment penalties. At March 31, 2021, obligations of U.S. government corporations and agencies with amortized costs totaling $598.4 million consist predominantly of residential mortgage-backed securities totaling $151.3 million and Small Business Administration agency pool securities totaling $30.5 million whose contractual maturity, or principal repayment, will follow the repayment of the underlying small business loans or mortgages. For purposes of the following table, the entire outstanding balance of these mortgage-backed securities issued by U.S. government corporations and agencies and SBA pools is categorized based on final maturity date. At March 31, 2021, the Bank estimates the average remaining life of these mortgage-backed securities and SBA pools to be approximately 3.5 years and 3.6 years, respectively.

 

 

 

March 31, 2021

 

 

 

Available-for-Sale

 

 

Held-to-Maturity

 

 

 

Amortized

Cost

 

 

Estimated

Fair Value

 

 

Amortized

Cost

 

 

Estimated

Fair Value

 

Due within one year

 

$

26

 

 

$

26

 

 

$

9,995

 

 

$

10,009

 

Due after one but within five years

 

 

5,132

 

 

 

5,122

 

 

 

2,123

 

 

 

2,154

 

Due after five but within ten years

 

 

183,763

 

 

 

178,597

 

 

 

25,033

 

 

 

24,238

 

Due after ten years

 

 

366,403

 

 

 

349,276

 

 

 

5,931

 

 

 

5,949

 

Total

 

$

555,324

 

 

$

533,021

 

 

$

43,082

 

 

$

42,350

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2020

 

 

 

Available-for-Sale

 

 

Held-to-Maturity

 

 

 

Amortized

Cost

 

 

Estimated

Fair Value

 

 

Amortized

Cost

 

 

Estimated

Fair Value

 

Due within one year

 

$

5,115

 

 

$

5,121

 

 

$

11,990

 

 

$

12,070

 

Due after one but within five years

 

 

13,255

 

 

 

13,432

 

 

 

2,325

 

 

 

2,358

 

Due after five but within ten years

 

 

129,708

 

 

 

131,340

 

 

 

26,214

 

 

 

26,348

 

Due after ten years

 

 

358,057

 

 

 

360,218

 

 

 

6,055

 

 

 

6,135

 

Total

 

$

506,135

 

 

$

510,111

 

 

$

46,584

 

 

$

46,911

 

 

12


 

Temporarily Impaired Securities

The following table shows the gross unrealized losses and fair value of the Company’s investments with unrealized losses that are not deemed to be other-than-temporarily impaired, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at March 31, 2021, and December 31, 2020.

 

 

 

March 31, 2021

 

 

 

Less Than Twelve Months

 

 

More Than Twelve Months

 

 

Total

 

 

 

Unrealized

Losses

 

 

Estimated

Fair Value

 

 

Unrealized

Losses

 

 

Estimated

Fair Value

 

 

Unrealized

Losses

 

 

Estimated

Fair Value

 

Securities Available for Sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government agency and

   government sponsored enterprise

   (GSE) debt securities

 

$

(24,818

)

 

$

360,548

 

 

$

-

 

 

$

-

 

 

$

(24,818

)

 

$

360,548

 

U.S. government agency pool securities

 

 

(7

)

 

 

4,203

 

 

 

(147

)

 

 

21,174

 

 

 

(154

)

 

 

25,377

 

U.S. government agency or GSE

   residential mortgage-backed securities

 

 

(407

)

 

 

33,884

 

 

 

-

 

 

 

-

 

 

 

(407

)

 

 

33,884

 

Total

 

$

(25,232

)

 

$

398,635

 

 

$

(147

)

 

$

21,174

 

 

$

(25,379

)

 

$

419,809

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities Held to Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

US government agency and sponsored Agencies (GSE) debt securities

 

$

(897

)

 

$

20,353

 

 

$

-

 

 

$

-

 

 

$

(897

)

 

$

20,353

 

U.S. government agency pool securities

 

 

-

 

 

 

-

 

 

 

(54

)

 

 

2,522

 

 

 

(54

)

 

 

2,522

 

U.S. government agency or GSE

   residential mortgage-backed securities

 

 

(10

)

 

 

547

 

 

 

(10

)

 

 

481

 

 

 

(20

)

 

 

1,028

 

Total

 

$

(907

)

 

$

20,900

 

 

$

(64

)

 

$

3,003

 

 

$

(971

)

 

$

23,903

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2020

 

 

 

Less Than Twelve Months

 

 

More Than Twelve Months

 

 

Total

 

 

 

Unrealized

Losses

 

 

Estimated

Fair Value

 

 

Unrealized

Losses

 

 

Estimated

Fair Value

 

 

Unrealized

Losses

 

 

Estimated

Fair Value

 

Securities Available for Sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government agency and

   government sponsored enterprise

   (GSE) debt securities

 

$

(2,348

)

 

$

243,089

 

 

$

-

 

 

$

-

 

 

$

(2,348

)

 

$

243,089

 

U.S. government agency pool securities

 

 

(22

)

 

 

3,735

 

 

 

(184

)

 

 

22,672

 

 

 

(206

)

 

 

26,407

 

Total

 

$

(2,370

)

 

$

246,824

 

 

$

(184

)

 

$

22,672

 

 

$

(2,554

)

 

$

269,496

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities Held to Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government agency and

   government sponsored enterprise

   (GSE) debt securities

 

$

(15

)

 

$

14,985

 

 

$

-

 

 

$

-

 

 

$

(15

)

 

$

14,985

 

U.S. government agency pool securities

 

 

-

 

 

 

-

 

 

 

(36

)

 

 

2,923

 

 

 

(36

)

 

 

2,923

 

U.S. government agency or GSE

   residential mortgage-backed securities

 

 

(10

)

 

 

506

 

 

 

-

 

 

 

-

 

 

 

(10

)

 

 

506

 

Total

 

$

(25

)

 

$

15,491

 

 

$

(36

)

 

$

2,923

 

 

$

(61

)

 

$

18,414

 

 

The investment securities that were in an unrealized loss position as of March 31, 2021, which comprised a total of 108 securities were not other-than-temporarily impaired. Specifically, the 108 securities are comprised of the following: 36 Small Business Administration Pool securities, 1 mortgage-backed security issued by Government National Mortgage Association, 26 agency securities issued by Federal Home Loan Bank (FHLB), 22 agency securities issued by Federal Home Loan Mortgage Corporation (FHLMC), 4 mortgaged-backed securities and 1 agency security issued by Federal National Mortgage Association (FNMA), and 18 agency securities issued by Federal Farm Credit Banks (FFCB).  

13


Total gross unrealized losses were primarily attributable to changes in market interest rates, relative to when the investment securities were purchased, and not due to any change in the credit quality of the investment securities. The Company does not intend to sell the investment securities that were in an unrealized loss position and it is not likely that the Company will be required to sell the investment securities before recovery of their amortized cost, which may be at maturity. However, the Company may elect to sell certain investment securities with an unrealized loss position in its “available for sale” portfolio as needed to replenish its liquidity.

Investment in Unconsolidated Subsidiary

On July 1, 2019, with the approval of the Federal Reserve Bank of San Francisco, the Company used $4.1 million of the proceeds from the subordinated notes totaling $15.0 million that were issued on June 27, 2019, to acquire an additional 20% of the voting common stock of ASC Trust LLC at the second closing, pursuant to the Stock Purchase Agreement (the “Agreement”) dated May 27, 2016, between the Company and David J. John, as amended to date. This transaction brought the Company’s non-controlling interest in ASC Trust LLC to 45%. The Company’s Chief Executive Officer serves on the Board of Directors of ASC Trust LLC. Another of the Company’s Board members also serves as a non-minority voting member of an entity that owns 10% of the common stock of ASC Trust LLC. The Agreement provides for the acquisition of an additional 25% of the stock of ASC Trust LLC, originally in April 2021, which has been revised to July 2021, with the future purchase subject to regulatory approval. The Agreement contains customary warranties, representations and indemnification provisions.

 

Note 5 – Loans Held for Sale, Loans and Allowance for Loan Losses

Loans Held for Sale

In its normal course of business, the Bank originates mortgage loans held for sale to the FHLMC. The Bank has elected to measure its residential mortgage loans held for sale at cost. Origination fees and costs are recognized in earnings at the time of origination. Loans are sold to FHLMC at par.

During the three months ended March 31, 2021, the Bank originated and sold $10.7 million in FHLMC mortgage loans. During the three months ended March 31, 2020, the Bank originated and sold $3.4 million in FHLMC loans.

Mortgage loans serviced for others are not included in the accompanying condensed consolidated statements of financial condition. The unpaid principal balances of mortgage loans serviced for others were $190.9 million at March 31, 2021, and $186.9 million at December 31, 2020. The increase of $4.0 million (2.2%) during the three months ended March 31, 2021, was due to new loans, partially offset by the principal paydowns and payoffs during the period.

We retain mortgage servicing rights on mortgage loans that we sell. Such rights represent the net positive cash flows generated from the servicing of such mortgage loans and we recognize such rights as assets on our statements of financial condition based on their estimated fair values. We receive servicing fees, less any subservicing costs, on the unpaid principal balances of such mortgage loans. Those fees are collected from the monthly payments made by the mortgagors or from the proceeds of the sale or foreclosure and liquidation of the underlying real property collateralizing the loans. At March 31, 2021, and December 31, 2020, mortgage servicing rights totaled $1.8 million and $1.7 million, respectively, and are included in other assets in the accompanying condensed consolidated statements of financial condition. The Bank accounts for mortgage servicing rights at fair value with changes in fair value recorded as a part of service fees and charges in the condensed consolidated statements of income.

Loans

Outstanding loan balances are presented net of unearned income, deferred loan fees, and unamortized discount and premium totaling $3.8 million at March 31, 2021, and $4.2 million at December 31, 2020. As of March 31, 2021, our 10 largest borrowing relationships totaled $342.0 million in commitments, or approximately 23.9% of our total gross loans compared to $345.0 million, or approximately 24.1% at December 31, 2020.  Loans subject to ASC Topic 310-30, “Loans and Debt Securities Acquired with Deteriorated Credit Quality,” are presented net of the related accretable yield.

14


The loan portfolio consisted of the following at:

 

 

 

March 31, 2021

 

 

December 31, 2020

 

 

 

Amount

 

 

Percent

 

 

Amount

 

 

Percent

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial & industrial

 

$

364,031

 

 

 

25.5

%

 

$

366,942

 

 

 

25.6

%

Commercial mortgage

 

 

718,302

 

 

 

50.3

%

 

 

685,138

 

 

 

47.9

%

Commercial construction

 

 

31,500

 

 

 

2.2

%

 

 

51,785

 

 

 

3.6

%

Commercial agriculture

 

 

620

 

 

 

0.0

%

 

 

629

 

 

 

0.0

%

Total commercial

 

 

1,114,453

 

 

 

78.0

%

 

 

1,104,494

 

 

 

77.1

%

Consumer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage

 

 

127,352

 

 

 

8.9

%

 

 

127,371

 

 

 

8.9

%

Home equity

 

 

2,156

 

 

 

0.1

%

 

 

2,076

 

 

 

0.1

%

Automobile

 

 

19,573

 

 

 

1.4

%

 

 

19,923

 

 

 

1.4

%

Other consumer loans1

 

 

165,073

 

 

 

11.6

%

 

 

177,822

 

 

 

12.5

%

Total consumer

 

 

314,154

 

 

 

22.0

%

 

 

327,192

 

 

 

22.9

%

Gross loans

 

 

1,428,607

 

 

 

100.0

%

 

 

1,431,686

 

 

 

100.0

%

Deferred loan (fees) costs, net

 

 

(3,772

)

 

 

 

 

 

 

(4,159

)

 

 

 

 

Allowance for loan losses

 

 

(36,283

)

 

 

 

 

 

 

(34,805

)

 

 

 

 

Loans, net

 

$

1,388,552

 

 

 

 

 

 

$

1,392,722

 

 

 

 

 

 

 

1

Comprised of other revolving credit, installment loans, and overdrafts.

Paycheck Protection Program

With the passage of the Paycheck Protection Program, or PPP, administered by the Small Business Administration, the Bank is actively participating in assisting its customers with applications for resources through the program. PPP loans have either a two-year or a five-year term and earn interest at 1%. The Bank believes that the majority of these loans will ultimately be forgiven by the SBA in accordance with the terms of the program. In 2020, the Bank approved and funded over $93.4 million in PPP loans. At March 31, 2021, the outstanding principal balance of PPP loans was at $89.2 million. Currently, a total of $48.5 million in PPP loans have been forgiven, of which $40.8 million were forgiven in 2021 and $7.7 million in 2020. On January 13, 2021, the SBA re-opened the PPP program and began accepting applications for PPP loans. As of May 7, 2021, the Bank has approved and funded over $45.5 million in additional PPP loans. It is the Bank’s understanding that loans funded through the PPP program are fully guaranteed by the U.S. government. Should those circumstances change, the Bank could be required to establish additional allowance for loan loss through additional credit loss expense charged to earnings.

Allowance for Loan Losses

The allowance for loan losses is evaluated on a quarterly basis by Bank management, and is based upon management’s periodic review of the collectability of loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral, and prevailing economic conditions. This evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as more information becomes available or conditions change.

15


The allowance consists of allocated and general components. The allocated component relates to loans that are classified as impaired. ASC 310-10 defines an impaired loan as one for which there is uncertainty concerning collection of all principal and interest per the original contractual terms of the loan. For those loans that are classified as impaired, an allowance is established when the discounted cash flow (or the collateral value or the observable market price) of the impaired loan is lower than the carrying value of the loan. The general component covers unimpaired loans, and is estimated using a loss migration analysis based on historical charge-off experience and expected loss, given the default probability derived from the Bank’s internal risk rating process. The loss migration analysis tracks twelve rolling quarters of loan loss history and industry loss factors to determine historical losses by classification category for each loan type, except certain consumer loans. These calculated loss factors are then applied to outstanding loan balances for all non-impaired loans. Additionally, a qualitative factor that is determined utilizing external economic factors and internal assessments is applied to each homogeneous loan pool. We also conduct individual loan review analyses, as part of the allowance for loan loss allocation process, applying specific monitoring policies and procedures in analyzing the existing loan portfolio.

In the three months ended March 31, 2021, management adjusted the economic risk factors to incorporate the current economic implications, which include reduced tourism and higher unemployment due to the COVID-19 pandemic.

Set forth below is a summary of the Bank’s activity in the allowance for loan losses during the three months ended March 31, 2021, and 2020, and the year ended December 31, 2020:

 

 

 

Three Months Ended March 31, 2021

 

 

Three Months Ended March 31, 2020

 

 

Year Ended December 31, 2020

 

Balance, beginning of period

 

$

34,805

 

 

$

27,870

 

 

$

27,870

 

Charged off loans

 

 

(1,595

)

 

 

(1,492

)

 

 

(5,628

)

Recoveries on loans previously charged off

 

 

598

 

 

 

480

 

 

 

2,205

 

Provision for loan losses

 

 

2,475

 

 

 

2,207

 

 

 

10,358

 

Balance, end of period

 

$

36,283

 

 

$

29,065

 

 

$

34,805

 

 

16


 

Set forth below is information regarding loan balances and the related allowance for loan losses, by portfolio type, for the three months ended March 31, 2021, and 2020, and the year ended December 31, 2020, respectively.

 

 

 

Commercial

 

 

Residential

Mortgages

 

 

Consumer

 

 

Total

 

 

 

(Dollars in thousands)

 

Three Months Ended March 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for loan losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

21,213

 

 

$

1,990

 

 

$

11,602

 

 

$

34,805

 

Charge-offs

 

 

(77

)

 

 

(4

)

 

 

(1,514

)

 

 

(1,595

)

Recoveries

 

 

124

 

 

 

-

 

 

 

474

 

 

 

598

 

Provision

 

 

1,259

 

 

 

210

 

 

 

1,006

 

 

 

2,475

 

Balance at end of period

 

$

22,519

 

 

$

2,196

 

 

$

11,568

 

 

$

36,283

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance balance at end of period related to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans individually evaluated for impairment

 

$

3,502

 

 

$

1

 

 

$

1,578

 

 

$

5,081

 

Loans collectively evaluated for impairment

 

 

19,017

 

 

 

2,195

 

 

 

9,990

 

 

 

31,202

 

Ending balance

 

$

22,519

 

 

$

2,196

 

 

$

11,568

 

 

$

36,283

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loan balances at end of period:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans individually evaluated for impairment

 

$

60,538

 

 

$

2,349

 

 

$

1,716

 

 

$

64,603

 

Loans collectively evaluated for impairment

 

 

1,053,915

 

 

 

127,159

 

 

 

182,930

 

 

 

1,364,004

 

Ending balance

 

$

1,114,453

 

 

$

129,508

 

 

$

184,646

 

 

$

1,428,607

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for loan losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

18,360

 

 

$

1,490

 

 

$

8,020

 

 

$

27,870

 

Charge-offs

 

 

-

 

 

 

-

 

 

 

(1,492

)

 

 

(1,492

)

Recoveries

 

 

5

 

 

 

-

 

 

 

475

 

 

 

480

 

Provision

 

 

1,223

 

 

 

402

 

 

 

582

 

 

 

2,207

 

Ending balance

 

$

19,588

 

 

$

1,892

 

 

$

7,585

 

 

$

29,065

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance balance at end of period related to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans individually evaluated for impairment

 

$

4,156

 

 

$

2

 

 

$

396

 

 

$

4,554

 

Loans collectively evaluated for impairment

 

 

15,432

 

 

 

1,890

 

 

 

7,189

 

 

 

24,511

 

Ending balance

 

$

19,588

 

 

$

1,892

 

 

$

7,585

 

 

$

29,065

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loan balances at end of period:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans individually evaluated for impairment

 

$

33,916

 

 

$

4,416

 

 

$

415

 

 

$

38,747

 

Loans collectively evaluated for impairment

 

 

938,084

 

 

 

122,805

 

 

 

228,625

 

 

 

1,289,514

 

Ending balance

 

$

972,000

 

 

$

127,221

 

 

$

229,040

 

 

$

1,328,261

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for loan losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of year

 

$

18,360

 

 

$

1,490

 

 

$

8,020

 

 

$

27,870

 

Charge-offs

 

 

(1,069

)

 

 

-

 

 

 

(4,559

)

 

 

(5,628

)

Recoveries

 

 

399

 

 

 

-

 

 

 

1,806

 

 

 

2,205

 

Provision

 

 

3,523

 

 

 

500

 

 

 

6,335

 

 

 

10,358

 

Ending balance

 

$

21,213

 

 

$

1,990

 

 

$

11,602

 

 

$

34,805

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance balance at end of year related to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans individually evaluated for impairment

 

$

3,500

 

 

$

4

 

 

$

1,264

 

 

$

4,768

 

Loans collectively evaluated for impairment

 

 

17,713

 

 

 

1,986

 

 

 

10,338

 

 

 

30,037

 

Ending balance

 

$

21,213

 

 

$

1,990

 

 

$

11,602

 

 

$

34,805

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loan balances at end of year:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans individually evaluated for impairment

 

$

36,031

 

 

$

2,730

 

 

$

1,343

 

 

$

40,104

 

Loans collectively evaluated for impairment

 

 

1,068,463

 

 

 

126,717

 

 

 

196,402

 

 

 

1,391,582

 

Ending balance

 

$

1,104,494

 

 

$

129,447

 

 

$

197,745

 

 

$

1,431,686

 

17


 

Credit Quality

The following table provides a summary of the delinquency status of the Bank’s loans by portfolio type:

 

 

 

30-59 Days

Past Due

 

 

60-89 Days

Past Due

 

 

90 Days

and Greater

Non-

Accrual

 

 

90 Days

and Greater

Still Accruing

 

 

Total Past

Due

 

 

Current

 

 

Total Loans

Outstanding

 

March 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial & industrial

 

$

4,527

 

 

$

1,656

 

 

$

7,926

 

 

$

13

 

 

$

14,122

 

 

$

349,909

 

 

$

364,031

 

Commercial mortgage

 

 

435

 

 

 

817

 

 

 

34,289

 

 

 

830

 

 

 

36,371

 

 

 

681,931

 

 

 

718,302

 

Commercial construction

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

31,500

 

 

 

31,500

 

Commercial agriculture

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

620

 

 

 

620

 

Total commercial

 

 

4,962

 

 

 

2,473

 

 

 

42,215

 

 

 

843

 

 

 

50,493

 

 

 

1,063,960

 

 

 

1,114,453

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage

 

 

5,847

 

 

 

1,422

 

 

 

970

 

 

 

121

 

 

 

8,360

 

 

 

118,992

 

 

 

127,352

 

Home equity

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2,156

 

 

 

2,156

 

Automobile

 

 

474

 

 

 

62

 

 

 

-

 

 

 

63

 

 

 

599

 

 

 

18,974

 

 

 

19,573

 

Other consumer 1

 

 

2,345

 

 

 

1,412

 

 

 

78

 

 

 

1,454

 

 

 

5,289

 

 

 

159,784

 

 

 

165,073

 

Total consumer

 

 

8,666

 

 

 

2,896

 

 

 

1,048

 

 

 

1,638

 

 

 

14,248

 

 

 

299,906

 

 

 

314,154

 

Total

 

$

13,628

 

 

$

5,369

 

 

$

43,263

 

 

$

2,481

 

 

$

64,741

 

 

$

1,363,866

 

 

$

1,428,607

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial & industrial

 

$

13,712

 

 

$

3,857

 

 

$

8,119

 

 

$

387

 

 

$

26,075

 

 

$

340,867

 

 

$

366,942

 

Commercial mortgage

 

 

9,183

 

 

 

36,562

 

 

 

913

 

 

 

471

 

 

 

47,129

 

 

 

638,009

 

 

 

685,138

 

Commercial construction

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

51,785

 

 

 

51,785

 

Commercial agriculture

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

629

 

 

 

629

 

Total commercial

 

 

22,895

 

 

 

40,419

 

 

 

9,032

 

 

 

858

 

 

 

73,204

 

 

 

1,031,290

 

 

 

1,104,494

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage

 

 

4,758

 

 

 

1,833

 

 

 

1,147

 

 

 

129

 

 

 

7,867

 

 

 

119,504

 

 

 

127,371

 

Home equity

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2,076

 

 

 

2,076

 

Automobile

 

 

580

 

 

 

184

 

 

 

-

 

 

 

43

 

 

 

807

 

 

 

19,116

 

 

 

19,923

 

Other consumer 1

 

 

3,472

 

 

 

1,502

 

 

 

108

 

 

 

1,096

 

 

 

6,178

 

 

 

171,644

 

 

 

177,822

 

Total consumer

 

 

8,810

 

 

 

3,519

 

 

 

1,255

 

 

 

1,268

 

 

 

14,852

 

 

 

312,340

 

 

 

327,192

 

Total

 

$

31,705

 

 

$

43,938

 

 

$

10,287

 

 

$

2,126

 

 

$

88,056

 

 

$

1,343,630

 

 

$

1,431,686

 

 

 

1

Comprised of other revolving credit, installment loans, and overdrafts.

 

Generally, the accrual of interest on a loan is discontinued when principal or interest payments become more than 90 days past due, unless management believes the loan is adequately collateralized and is in the process of collection, with the exception of automobile and other consumer loans which, rather than being placed on non-accrual status, are charged off once they become 120 days delinquent. When a loan is placed on non-accrual status, previously accrued but unpaid interest is reversed against current income. Subsequent collections of cash are applied as principal reductions when received, except when the ultimate collectability of principal is probable, in which case interest payments are credited to income. Non-accrual loans may be restored to accrual status when in receipt of six consecutive payments, and principal and interest become current and full repayment is expected.

18


The following table provides information as of March 31, 2021, and December 31, 2020, with respect to loans on non-accrual status, by portfolio type:

 

 

 

March 31, 2021

 

 

December 31, 2020

 

 

 

(Dollars in thousands)

 

Non-accrual loans:

 

 

 

 

 

 

 

 

Commercial

 

 

 

 

 

 

 

 

Commercial & industrial

 

$

8,279

 

 

$

8,750

 

Commercial mortgage

 

 

35,978

 

 

 

6,618

 

Total commercial

 

 

44,257

 

 

 

15,368

 

 

 

 

 

 

 

 

 

 

Consumer

 

 

 

 

 

 

 

 

Residential mortgage

 

$

2,203

 

 

$

2,575

 

Other consumer 1

 

 

193

 

 

 

196

 

Total consumer

 

 

2,396

 

 

 

2,771

 

Total non-accrual loans

 

$

46,653

 

 

$

18,139

 

 

 

1

Comprised of other revolving credit, installment loans, and overdrafts.

Credit Quality Indicators

The Bank uses several credit quality indicators to manage credit risk, including an internal credit risk rating system that categorizes loans into pass, special mention, substandard, formula classified, doubtful or loss categories. Credit risk ratings are applied individually to those classes of loans that have significant or unique credit characteristics and that benefit from a case-by-case evaluation. These are typically loans to businesses or individuals in the classes which comprise the commercial portfolio segment. Groups of loans that are underwritten and structured using standardized criteria and characteristics, such as statistical models (e.g., credit scoring or payment performance), are typically risk-rated and monitored collectively. These are typically loans to individuals in the classes which comprise the consumer portfolio segment.

The following are the definitions of the Bank’s credit quality indicators:

Pass (A): Exceptional: Essentially risk-free credit. These are loans of the highest quality that pose virtually no risk of loss to the Bank. This includes loans fully collateralized by means of a savings account(s) and time certificate(s) of deposit, and by at least 110% of the loan amount. Borrowers should have strong financial statements, good liquidity and excellent credit.

Pass (B): Standard: Multiple, strong sources of repayment. These are loans to borrowers with a demonstrated history of financial and managerial performance. The risk of loss is considered to be low. Loans are well-structured, with clearly identified primary and readily available secondary sources of repayment. These loans may be secured by an equal amount of funds in a savings account or time certificate of deposit. These loans may also be secured by marketable collateral whose value can be reasonably determined through outside appraisals. The borrower characteristically has well supported cash flows and low leverage.

Pass (C): Acceptable: Good primary and secondary sources of repayment. These are loans to borrowers of average financial condition, stability and management expertise. The borrower should be a well-established individual or company with adequate financial resources to withstand short-term fluctuations in the marketplace. The borrower’s financial ratios and trends are favorable. The loans may be unsecured or supported by non-real estate collateral for which the value is more difficult to determine, represent a reasonable credit risk and require an average amount of account officer attention. The borrower’s ability to repay unsecured credit is to be of unquestionable strength.

Pass (D): Monitor: Sufficient primary sources of repayment and an acceptable secondary source of repayment. Acceptable business or individual credit, but the borrower’s operations, cash flows or financial conditions carry average levels of risk. These loans are considered to be collectable in full, but may require a greater-than-average amount of loan officer monitoring. Borrowers are capable of absorbing normal setbacks without failing to meet the terms of the loan agreement.

Special Mention: A Special Mention asset has potential weaknesses that deserve a heightened degree of monitoring. These potential weaknesses may result in a deterioration of the repayment prospects for the asset or in the institution’s credit position at some future date. Special Mention assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification. The Special Mention classification should neither be a compromise between a pass grade and substandard, nor should it be a “catch all” grade to identify any loan that has a policy exception.

19


Substandard: A Substandard asset is inadequately protected by the current sound worth and payment capacity of the obligor or the collateral pledged. Assets so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. Assets classified as substandard are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

Formula Classified: Formula Classified loans are all loans and credit cards delinquent 90 days and over which have yet to be formally classified Special Mention, Substandard or Doubtful by the Bank’s Loan Committee. In most instances, the monthly formula total is comprised primarily of residential real estate loans, consumer loans, credit cards and commercial loans under $250 thousand. However, commercial loans are typically formally classified by the Loan Committee no later than their 90-day delinquency, and those do not become part of the formula classification. Real estate loans 90-days delinquent that are in the foreclosure process, which is typically completed within another 60 days, are not formally classified during this period.

Doubtful: A loan with weaknesses well enough defined that eventual repayment in full, on the basis of currently existing facts, conditions and values, is highly questionable, even though certain factors may be present which could improve the status of the loan. The probability of some loss is extremely high, but because of certain known factors that may work to the advantage of strengthening of the assets (i.e. capital injection, perfecting liens on additional collateral, refinancing plans, etc.), its classification as an estimated loss is deferred until its more exact status can be determined.

Loss: Loans classified as “Loss” are considered uncollectible, and are either unsecured or are supported by collateral that is of little to no value. As such, their continuance as recorded assets is not warranted. While this classification does not mandate that a loan has no ultimate recovery value, losses should be taken in the period during which these loans are deemed to be uncollectible. Loans identified as loss are immediately approved for charge-off. The Bank may refer loans to outside collection agencies, attorneys, or its internal collection division to continue collection efforts. Any subsequent recoveries are credited to the Allowance for Loan Losses.

20


The Bank classifies its loan portfolios using internal credit quality ratings, as discussed above under Allowance for Loan Losses. The following table provides a summary of loans by portfolio type and the Bank’s internal credit quality ratings as of March 31, 2021, and December 31, 2020:

 

 

 

March 31, 2021

 

 

December 31, 2020

 

 

 

(Dollars in thousands)

 

Pass:

 

 

 

 

 

 

 

 

Commercial & industrial

 

$

305,540

 

 

$

314,201

 

Commercial mortgage

 

 

656,824

 

 

 

626,477

 

Commercial construction

 

 

31,500

 

 

 

51,785

 

Commercial agriculture

 

 

620

 

 

 

629

 

Residential mortgage

 

 

123,394

 

 

 

123,017

 

Home equity

 

 

2,156

 

 

 

2,076

 

Automobile

 

 

19,509

 

 

 

19,880

 

Other consumer

 

 

163,420

 

 

 

176,522

 

Total pass loans

 

$

1,302,963

 

 

$

1,314,587

 

 

 

 

 

 

 

 

 

 

Special Mention:

 

 

 

 

 

 

 

 

Commercial & industrial

 

$

21,500

 

 

$

6,643

 

Commercial mortgage

 

 

15,736

 

 

 

16,285

 

Residential mortgage

 

 

1,679

 

 

 

1,695

 

Total special mention loans

 

$

38,915

 

 

$

24,623

 

 

 

 

 

 

 

 

 

 

Substandard:

 

 

 

 

 

 

 

 

Commercial & industrial

 

$

29,065

 

 

$

37,920

 

Commercial mortgage

 

 

45,020

 

 

 

41,654

 

Residential mortgage

 

 

93

 

 

 

433

 

Other consumer

 

 

6

 

 

 

7

 

Total substandard loans

 

$

74,184

 

 

$

80,014

 

 

 

 

 

 

 

 

 

 

Formula Classified:

 

 

 

 

 

 

 

 

Residential mortgage

 

$

2,186

 

 

$

2,226

 

Automobile

 

 

64

 

 

 

43

 

Other consumer

 

 

1,647

 

 

 

1,293

 

Total formula classified loans

 

$

3,897

 

 

$

3,562

 

 

 

 

 

 

 

 

 

 

Doubtful:

 

 

 

 

 

 

 

 

Commercial & industrial

 

$

7,926

 

 

$

8,178

 

Commercial mortgage

 

 

722

 

 

 

722

 

Total doubtful loans

 

$

8,648

 

 

$

8,900

 

Total outstanding loans, gross

 

$

1,428,607

 

 

$

1,431,686

 

 

Impaired Loans

A loan is considered impaired when, based on current information and events, it is probable that the Bank will be unable to collect the scheduled payments of principal and interest when due according to the original contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed.

Impaired loans include loans that are in non-accrual status and other loans that have been modified in Troubled Debt Restructurings (TDRs), where economic concessions have been granted to borrowers experiencing financial difficulties. These concessions typically result from the Bank’s loss mitigation actions, and could include reductions in the interest rate, payment extensions, forbearance, or other actions taken with the intention of maximizing collections.

21


Impairment is measured on a loan-by-loan basis for commercial and real estate loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral (if the loan is collateral-dependent). Large groups of smaller-balance homogeneous loans, such as consumer loans, are collectively evaluated for impairment. Impairment reserves for these groups of consumer loans are determined using historical loss given default rates for similar loans.

The following table sets forth information regarding non-accrual loans and restructured loans, at March 31, 2021, and December 31, 2020:

 

 

 

March 31, 2021

 

 

December 31, 2020

 

 

 

(Dollars in thousands)

 

Impaired loans:

 

 

 

 

 

 

 

 

Restructured loans:

 

 

 

 

 

 

 

 

Non-accruing restructured loans

 

$

4,703

 

 

$

4,718

 

Accruing restructured loans

 

 

15,438

 

 

 

15,937

 

Total restructured loans

 

 

20,141

 

 

 

20,655

 

Other impaired loans

 

 

44,462

 

 

 

19,450

 

Total impaired loans

 

$

64,603

 

 

$

40,105

 

 

 

 

 

 

 

 

 

 

Impaired loans less than 90 days delinquent

   and included in total impaired loans

 

$

18,709

 

 

$

27,664

 

 

The table below contains additional information with respect to impaired loans, by portfolio type, at March 31, 2021, and December 31, 2020:

 

 

 

Recorded

Investment

 

 

Unpaid

Principal

Balance

 

 

Average

Recorded

Investment

 

 

Interest

Income

Recognized

 

 

 

(Dollars in thousands)

 

March 31, 2021, With no related allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial & industrial

 

$

22,621

 

 

$

22,621

 

 

$

5,655

 

 

$

95

 

Commercial mortgage

 

 

37,810

 

 

 

38,058

 

 

 

9,453

 

 

 

19

 

Residential mortgage

 

 

92

 

 

 

92

 

 

 

23

 

 

 

-

 

Other consumer

 

 

6

 

 

 

6

��

 

 

1

 

 

 

-

 

Total impaired loans with no related allowance

 

$

60,529

 

 

$

60,777

 

 

$

15,132

 

 

$

114

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2021, With a related allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial & industrial

 

$

71

 

 

$

71

 

 

$

18

 

 

$

1

 

Commercial mortgage

 

 

36

 

 

 

51

 

 

 

9

 

 

 

-

 

Residential mortgage

 

 

2,257

 

 

 

2,266

 

 

 

564

 

 

 

(25

)

Automobile

 

 

14

 

 

 

14

 

 

 

4

 

 

 

1

 

Other consumer

 

 

1,696

 

 

 

1,696

 

 

 

424

 

 

 

24

 

Total impaired loans with a related allowance

 

$

4,074

 

 

$

4,098

 

 

$

1,019

 

 

$

1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2020, With no related allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial & industrial

 

$

23,745

 

 

$

23,745

 

 

$

23,986

 

 

$

102

 

Commercial mortgage

 

 

11,954

 

 

 

12,201

 

 

 

9,030

 

 

 

45

 

Residential mortgage

 

 

432

 

 

 

432

 

 

 

692

 

 

 

-

 

Other consumer

 

 

7

 

 

 

7

 

 

 

7

 

 

 

-

 

Total impaired loans with no related allowance

 

$

36,138

 

 

$

36,385

 

 

$

33,715

 

 

$

147

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2020, With a related allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial & industrial

 

$

294

 

 

$

607

 

 

$

282

 

 

$

4

 

Commercial mortgage

 

 

39

 

 

 

54

 

 

 

95

 

 

 

-

 

Residential mortgage

 

 

2,298

 

 

 

2,308

 

 

 

2,887

 

 

 

(27

)

Automobile

 

 

43

 

 

 

43

 

 

 

71

 

 

 

-

 

Other consumer

 

 

1,293

 

 

 

1,292

 

 

 

884

 

 

 

27

 

Total impaired loans with a related allowance

 

$

3,967

 

 

$

4,304

 

 

$

4,219

 

 

$

4

 

22


 

 

Troubled Debt Restructurings

In accordance with FASB’s Accounting Standards Update No. 2011-02, “A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring” (ASU No. 2011-02), the Bank had $20.1 million of troubled debt restructurings (“TDRs”) as of March 31, 2021, down by $514 thousand from $20.7 million at December 31, 2020, primarily in commercial mortgage loans. The restructured loans recorded with the Bank have been modified for the purpose of alleviating temporary impairments to the borrower’s financial condition. The modifications that the Bank has extended to borrowers have come in the form of a change in the repayment terms. The restructuring plan between the borrower and the Bank is designed to provide a bridge for cash flow shortfalls in the near term. As the borrower works through the near-term issues, in most cases, the original contractual terms will be reinstated.

The CARES Act provided guidance around the modification of loans as a result of the COVID-19 pandemic, which outlined, among other criteria, that short-term modifications made on a good faith basis to borrowers who were current as defined by the CARES Act prior to any relief, are not TDRs. This includes short-term (e.g. six months) modifications such as payment deferrals, fee waivers, extensions of repayment terms, or other delays in payment that are insignificant. Borrowers are considered current under the CARES Act if they are less than 30 days past due on their contractual payments at the time a modification program is implemented.

Additional information regarding performing and nonperforming TDRs at March 31, 2021, and December 31, 2020, is set forth in the following table:

 

 

 

Number of

 

 

Pre-

Modification

Outstanding Recorded

 

 

Principal

 

 

Post-

Modification

Outstanding Recorded

 

 

Outstanding Balance

 

 

 

Loans

 

 

Investment

 

 

Modifications

 

 

Investment

 

 

March 31, 2021

 

 

December 31, 2020

 

Performing

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage

 

 

-

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

Commercial & industrial

 

 

7

 

 

 

16,880

 

 

 

-

 

 

 

16,880

 

 

 

14,400

 

 

 

-

 

Commercial mortgage

 

 

3

 

 

 

1,048

 

 

 

-

 

 

 

1,048

 

 

 

1,038

 

 

 

15,936

 

Total performing

 

 

10

 

 

$

17,928

 

 

$

-

 

 

$

17,928

 

 

$

15,438

 

 

$

15,936

 

Nonperforming

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial & industrial

 

 

1

 

 

$

176

 

 

$

-

 

 

$

176

 

 

$

108

 

 

$

-

 

Commercial mortgage

 

 

8

 

 

 

7,897

 

 

 

-

 

 

 

7,897

 

 

 

4,548

 

 

 

4,671

 

Consumer

 

 

1

 

 

 

49

 

 

 

-

 

 

 

49

 

 

 

47

 

 

 

48

 

Total nonperforming

 

 

10

 

 

$

8,122

 

 

$

-

 

 

$

8,122

 

 

$

4,703

 

 

$

4,719

 

Total Troubled Debt

   Restructurings (TDRs)

 

 

20

 

 

$

26,050

 

 

$

-

 

 

$

26,050

 

 

$

20,141

 

 

$

20,655

 

 

Principal modification includes principal forgiveness at the time of modification, contingent principal forgiveness granted over the life of the loan based on borrower performance.  

 

In an effort to constructively work with borrowers affected by the COVID-19 pandemic, the Bank initiated a temporary program in March 2020 to allow for 90-day deferrals for residential mortgage and commercial loans upon request from the borrower, and a 90-day deferral for all consumer and automobile loans. The Bank did not identify these loans that were deferred and were over 30 days delinquent as TDRs. The Bank identified a specific reserve for consumer loans totaling $4.3 million at March 31, 2021. The Bank also increased its environmental factors for the reserve to account for the effects of the COVID-19 pandemic.

There were no defaults on troubled debt restructurings following the modification during the three months ended March 31, 2021 and 2020.

The Bank has one significant borrowing relationship in bankruptcy totaling $7.9 million at March 31, 2021. The Bank has calculated a specific reserve within the allowance for this borrowing relationship in bankruptcy in the amount of $3.5 million, and believes it has sufficient collateral for the remaining amount. As a result, the Bank’s management believes that at March 31, 2021, there is sufficient coverage to protect the Bank’s exposure to this relationship.

23


Note 6 – Commitments and Contingencies

The Bank is involved in certain legal actions and claims that arise in the ordinary course of business. Management believes that, as a result of its legal defenses and insurance arrangements, none of these matters is expected to have a material adverse effect on the Bank’s, BGIS’s or the Company’s financial condition, results of operations or cash flows.

 

 

Note 7 – Regulatory Capital Requirements

The Bank is subject to various regulatory capital requirements administered by the United States federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Bank’s, BGIS’s and the Company’s condensed consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of their assets, liabilities and certain off-balance-sheet items, as calculated under regulatory accounting practices.

Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the following table) of Total and Tier 1 capital (as defined in the regulations) to risk weighted assets (as defined) and of Tier 1 capital (as defined) to average assets (as defined). As of March 31, 2021, and December 31, 2020, the Bank met all capital adequacy requirements to which it is subject.

As of March 31, 2021, the Bank’s capital ratios each exceeded the Federal Deposit Insurance Corporation’s well capitalized standards under the regulatory framework for prompt corrective action. To be categorized as well capitalized, an institution must maintain minimum Total risk-based, Tier 1 risk-based and Tier 1 leverage ratios as set forth in the following table. There are no conditions or events since the Bank’s last regulatory examination that management believes have changed the Bank’s category. The Bank continues to receive a large influx of deposits from the federal relief programs due to the COVID-19 pandemic resulting in an increase of approximately $109.8 million in its average assets at March 31, 2021 to $2.43 billion from $2.32 billion in December 31, 2020, which had an adverse impact on its ratio of Tier 1 capital to average assets. Management believes that the Bank has the capacity to absorb the growth in total assets, and the tools needed to move deposits off of its balance sheet through its Trust services to continue to be above the well capitalized standards under the regulatory framework for prompt corrective action.

 

The Company’s actual capital amounts and ratios as of March 31, 2021, and December 31, 2020, are presented in the table below.

 

 

 

Actual

 

 

For Capital Adequacy

Purposes

 

 

To Be Well Capitalized

Under Prompt Corrective

Action Provisions

 

 

 

Amount

 

 

Ratio

 

 

Amount

 

 

Ratio

 

 

Amount

 

 

Ratio

 

At March 31, 2021:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total capital (to Risk

   Weighted Assets)

 

$

209,035

 

 

 

14.228

%

 

$

117,536

 

 

 

8.000

%

 

$

146,920

 

 

 

10.000

%

Tier 1 capital (to Risk

   Weighted Assets)

 

$

175,448

 

 

 

11.942

%

 

$

88,152

 

 

 

6.000

%

 

$

117,536

 

 

 

8.000

%

Tier 1 capital (to Average

   Assets)

 

$

175,448

 

 

 

7.223

%

 

$

97,156

 

 

 

4.000

%

 

$

121,444

 

 

 

5.000

%

Common Equity Tier 1

   Capital (to Risk Weighted

   Assets)

 

$

165,666

 

 

 

11.276

%

 

$

66,114

 

 

 

4.500

%

 

$

95,498

 

 

 

6.500

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At December 31, 2020:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total capital (to Risk

   Weighted Assets)

 

$

206,381

 

 

 

14.307

%

 

$

115,401

 

 

 

8.000

%

 

$

144,252

 

 

 

10.000

%

Tier 1 capital (to Risk

   Weighted Assets)

 

$

173,141

 

 

 

12.003

%

 

$

86,551

 

 

 

6.000

%

 

$

115,401

 

 

 

8.000

%

Tier 1 capital (to Average

   Assets)

 

$

173,141

 

 

 

7.466

%

 

$

92,765

 

 

 

4.000

%

 

$

115,956

 

 

 

5.000

%

Common Equity Tier 1

   Capital (to Risk Weighted

   Assets)

 

$

163,359

 

 

 

11.325

%

 

$

64,913

 

 

 

4.500

%

 

$

93,764

 

 

 

6.500

%

 

 

 

24


 

Note 8 – Off-Balance-Sheet Activities

The Bank is a party to credit-related financial instruments with off-balance-sheet risk to meet the financing needs of its customers in the normal course of business. These financial instruments include commitments to extend credit, standby letters of credit, and commercial letters of credit. Such commitments involve, to varying degrees, elements of credit and interest rate risk in addition to the amount reflected in the condensed consolidated financial statements.

The Bank’s exposure to credit loss, in the event of nonperformance by the other parties to financial instruments for loan commitments and letters of credit, is represented by the contractual amount of these instruments. The Bank follows the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments.

A summary of financial instruments with off-balance-sheet risk at March 31, 2021, and December 31, 2020, is as follows:

 

 

 

March 31, 2021

 

 

December 31, 2020

 

Commitments to extend credit

 

$

174,683

 

 

$

159,405

 

 

 

 

 

 

 

 

 

 

Letters of credit:

 

 

 

 

 

 

 

 

Standby letters of credit

 

$

52,046

 

 

$

52,827

 

Commercial letters of credit

 

 

2,565

 

 

 

2,574

 

Total

 

$

54,611

 

 

$

55,401

 

 

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. The commitments for some lines of credit may expire without being drawn upon. Therefore, the total commitment amounts do not necessarily represent future cash requirements. The Bank evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if it is deemed necessary by the Bank upon extension of credit, is based on management’s credit evaluation of the customer.

Commercial and standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party or the shipment of merchandise from a third party. These letters of credit are primarily issued to support public and private borrowing arrangements. The majority of all letters of credit issued have expiration dates within one year. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers, and similar credit underwriting standards are applied. The Bank generally holds collateral supporting those commitments.

The Bank considers its standby and other letters of credit to be payment guarantees. At March 31, 2021, the maximum undiscounted future payments that the Bank could be required to make for all outstanding letters of credit were $54.6 million. All of these arrangements mature within one year. The Bank has recourse to recover from the customer any amounts paid under these guarantees. Most of the guarantees are fully collateralized; however, several are unsecured. The Bank had recorded $44 thousand in reserve liabilities associated with these guarantees at March 31, 2021.

 

 

Note 9 – Income Taxes

We record an amount equal to the tax credits, tax loss carry-forwards and tax deductions (“tax benefits”) that we believe will be available to offset or reduce the amounts of income taxes in future periods as a deferred tax asset on our condensed consolidated statements of financial condition. Under applicable federal and state income tax laws and regulations in the United States, such tax benefits will expire if not used within specified periods of time. Accordingly, the ability to fully use the deferred tax asset depends on the amount of taxable income that we generate during those time periods. At least once each year, or more frequently if warranted, we make an estimates of future taxable income that we believe we are likely to generate during those future periods. If we conclude, on the basis of those estimates and the amount of the tax benefits available to us, that it is more likely than not that we will be able to fully utilize those tax benefits prior to their expiration, we recognize the deferred tax asset in full on our balance sheet. On the other hand, if we conclude on the basis of those estimates and the amount of the tax benefits available to us that it has become more likely than not that we will be unable to utilize those tax benefits in full prior to their expiration, then we would establish a (or increase any existing) valuation allowance to reduce the deferred tax asset on our balance sheet to the amount which we believe we are more likely than not to be able to utilize. Such a reduction is implemented by recognizing a non-cash charge that would have the effect of increasing the provision, or reducing any credit, for income taxes that we would otherwise have recorded in our condensed consolidated statements of income. The determination of whether and the extent to which we will be able to utilize our deferred tax asset involves significant management judgments and assumptions that are subject to period-to-period changes as a result of changes in tax laws, changes in the market, or economic conditions that could affect our operating results or variances between our actual operating results and our projected operating results, as well as other factors.

25


A valuation allowance of $528 thousand and $1.3 million has been provided at March 31, 2021, and December 31, 2020, respectively, to reduce the deferred tax asset because, in management’s opinion, it is more likely than not that less than the entire amount will be realized. The portion of the deferred tax asset with valuation allowance is attributable to a cumulative net operating loss carry forward from the Bank’s CNMI operations, which losses management anticipates will continue. The charge from the net operating loss has already been realized in the accompanying condensed consolidated statements of income as a result of the Guam income tax code.

The difference between the effective income tax expense and the income tax expense computed at the Guam statutory rate of 21% was due to nontaxable interest income earned on loans to the Government of Guam.

In addition to filing a federal income tax return in Guam, the Bank files income tax returns in the CNMI and the State of California. The Bank is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2012.

 

Note 10 – Fair Value Measurements

The Bank uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. In accordance with ASC Topic 820 “Fair Value Measurements and Disclosures”, the fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best determined based upon quoted market prices. However, in many instances there are no quoted market prices for the Bank’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument. The fair value guidance of ASC Topic 820 provides a consistent definition of fair value, which focuses on exit price in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under then-current market conditions. If there has been a significant decrease in the volume and level of activity for the asset or liability, a change in valuation technique or the use of multiple valuation techniques may be appropriate. In such instances, determining the price at which willing market participants would transact at the measurement date under then-current market conditions depends on the facts and circumstances, and requires the use of significant judgment. The fair value is a reasonable point within the range that is most representative of fair value under then-current market conditions.

Fair Value Hierarchy

In accordance with the guidance of ASC Topic 820, the Bank groups its financial assets and financial liabilities generally measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value.

Level 1:

Valuation is based on quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 assets and liabilities generally include debt and equity securities that are traded in an active exchange market, as well as certain U.S. Treasury securities that are highly liquid and are actively traded in over-the-counter markets. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities.

Level 2:

Valuation is based on inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. The valuation may be based on quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability.

Level 3:

Valuation is based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which determination of fair value requires significant management judgment or estimation.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

26


Financial assets measured at fair value on a recurring basis as of March 31, 2021, and December 31, 2020, are as follows:

 

 

 

Quoted Prices

in Active

Markets for

Identical Assets

(Level 1)

 

 

Significant

Other

Observable

Inputs

(Level 2)

 

 

Significant

Unobservable

Inputs

(Level 3)

 

 

Total

 

At March 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. treasury notes and bonds

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

U.S. government agency and government

   sponsored enterprise (GSE) debt securities

 

 

-

 

 

 

360,548

 

 

 

-

 

 

 

360,548

 

U.S. government agency pool securities

 

 

-

 

 

 

26,307

 

 

 

-

 

 

 

26,307

 

U.S. government agency or GSE

 

 

-

 

 

 

146,166

 

 

 

-

 

 

 

146,166

 

Total fair value of available-for-sale securities

 

 

-

 

 

 

533,021

 

 

 

-

 

 

 

533,021

 

Other assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MSRs

 

 

-

 

 

 

-

 

 

 

1,820

 

 

 

1,820

 

Total fair value

 

$

-

 

 

$

533,021

 

 

$

1,820

 

 

$

534,841

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At December 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. treasury notes and bonds

 

$

5,005

 

 

$

-

 

 

$

-

 

 

$

5,005

 

U.S. government agency and government

   sponsored enterprise (GSE) debt securities

 

 

-

 

 

 

293,142

 

 

 

-

 

 

 

293,142

 

U.S. government agency pool securities

 

 

-

 

 

 

28,606

 

 

 

-

 

 

 

28,606

 

U.S. government agency or GSE

 

 

-

 

 

 

183,358

 

 

 

-

 

 

 

183,358

 

Total fair value of available-for-sale securities

 

 

5,005

 

 

 

505,106

 

 

 

-

 

 

 

510,111

 

Other assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MSRs

 

 

-

 

 

 

-

 

 

 

1,683

 

 

 

1,683

 

Total fair value

 

$

5,005

 

 

$

505,106

 

 

$

1,683

 

 

$

511,794

 

 

There were no liabilities measured at fair value on a recurring basis as of March 31, 2021, and December 31, 2020.

For the periods ended March 31, 2021, and December 31, 2020, the changes in Level 3 assets measured at fair value on a recurring basis are as follows:

 

 

 

March 31, 2021

 

 

December 31, 2020

 

Beginning balance

 

$

1,683

 

 

$

1,704

 

Realized and unrealized net losses:

 

 

 

 

 

 

 

 

Included in net income

 

 

137

 

 

 

(21

)

Ending balance

 

$

1,820

 

 

$

1,683

 

 

The valuation technique used for Level 3 mortgage servicing rights (“MSRs”) is their discounted cash flow. Inputs considered in determining Level 3 pricing include the anticipated prepayment rates, discount rates, and cost to service. Significant increases or decreases in any of those inputs in isolation would result in a significantly lower or higher fair value measurement.

27


The following table presents quantitative information about the valuation technique and unobservable inputs applied to Level 3 fair value measurements for financial instruments measured at fair value on a recurring basis:

 

 

 

Estimated Fair

Value

 

 

Valuation

Technique

 

Unobservable

Inputs

 

Range of

Inputs

 

 

Weighted

Average Rate

 

March 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial instrument:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MSRs

 

$

1,820

 

 

Discounted

Cash Flow

 

Discount Rate

 

6.06% - 7.74%

 

 

6.30%

 

 

 

 

 

 

 

 

 

Weighted Average Prepayment Rate (Public Securities Association)

 

125%

 

 

 

 

 

December 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial instrument:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MSRs

 

$

1,683

 

 

Discounted

Cash Flow

 

Discount Rate

 

6.06% - 7.74%

 

 

6.30%

 

 

 

 

 

 

 

 

 

Weighted Average Prepayment Rate (Public Securities Association)

 

125%

 

 

 

 

 

 

There were no transfers into or out of the Bank’s Level 3 financial instruments for the periods ended March 31, 2021, and December 31, 2020.

Nonrecurring Fair Value Measurements

Under certain circumstances, the Bank makes adjustments to fair value for assets and liabilities even though they are not measured at fair value on an ongoing basis. The Bank did not have any financial instruments carried on the consolidated statements of financial condition by caption and by level in fair value hierarchy for a nonrecurring change in fair value at March 31, 2021, and December 31, 2020, respectively.  

 

The fair value of loans subject to write downs is estimated using the appraised value of the underlying collateral, discounted as necessary due to management’s estimates of changes in economic conditions.

Additionally, the Bank also makes adjustments to nonfinancial assets and liabilities even though they are not measured at fair value on an ongoing basis. The Bank does not have nonfinancial assets or liabilities for which a nonrecurring change in fair value has been recorded during the periods ended March 31, 2021, and December 31, 2020.

The following methods and assumptions were used by the Bank in estimating fair value disclosures for financial instruments:

28


Cash and Cash Equivalents

The carrying amount of cash and short-term instruments approximates fair value based on the short-term nature of the assets.

Interest-Bearing Deposits in Banks

Fair values for other interest-bearing deposits are estimated using discounted cash flow analyses based on current interest rates or yields for similar types of deposits.

Federal Home Loan Bank Stock

The Bank is a member of the FHLB of Des Moines. As a member, we are required to own stock of the FHLB, the amount of which is based primarily on the level of our borrowings from that institution. We also have the right to acquire additional shares of stock in the FHLB; however, to date, we have not done so. It is not practicable to determine the fair value of FHLB stock due to restrictions placed on its transferability.

Investment Securities

When quoted prices are available in an active market, the Bank classifies the securities within Level 1 of the valuation hierarchy. Level 1 securities include U.S. Treasury notes and bonds.

If quoted market prices are not available, the Bank estimates fair values using pricing models and discounted cash flows that consider standard input factors such as observable market data, benchmark yields, interest rate volatilities, broker/dealer quotes, and credit spreads. Examples of such instruments, which would generally be classified within Level 2 of the valuation hierarchy, include U.S. GSE obligations, U.S. government agency pool securities, and other securities. Mortgage-backed securities are included in Level 2 if observable inputs are available. In certain cases where there is limited activity or less transparency around inputs to the valuation, the Bank would classify those securities in Level 3. At March 31, 2021, and December 31, 2020, the Bank did not have any Level 3 investment securities.

Loans

For variable-rate loans that re-price frequently and with no significant change in credit risk, fair values are based on carrying values. Fair values for other loans are estimated using discounted cash flow analyses, based upon interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. Fair values for nonperforming loans are estimated using discounted cash flow analyses or underlying collateral values, where applicable. Loans are classified in Level 3.

Mortgage Servicing Rights

The fair value of MSRs is determined using models which depend on estimates of prepayment rates, discount rates and costs to service. MSRs are classified in Level 3.

Deposit Liabilities

The fair values disclosed for demand deposits (for example, interest and non-interest checking, passbook savings and certain types of money market accounts) are, by definition, equal to the amount payable on demand at the reporting date (that is, their carrying amounts). Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies current market interest rates on comparable instruments to a schedule of aggregated expected monthly maturities on time deposits. Deposit liabilities are classified in Level 3.

Short-Term Borrowings

The carrying amounts of federal funds purchased and FHLB advances maturing within ninety days approximate their fair values. We had no outstanding short-term borrowings at March 31, 2021, and December 31, 2020.

Long-Term Borrowings

The fair value of FHLB advances maturing after ninety days is determined based on expected present value techniques using current market interest rates for advances with similar terms and remaining maturities. We had no outstanding long-term borrowings at March 31, 2021, and December 31, 2020.

Accrued Interest

The carrying amount of accrued interest approximates fair value.

Off-Balance Sheet Commitments and Contingent Liabilities

Management does not believe it is practicable to provide an estimate of fair value for off-balance sheet commitments or contingent liabilities because of the uncertainty involved in attempting to assess the likelihood and timing of a commitment being drawn upon, coupled with a lack of an established market for these instruments and the wide diversity of fee structures.

29


Fair Value of Other Financial Instruments

The estimated fair values of the Bank’s financial instruments, excluding those assets recorded at fair value on a recurring basis on the Bank’s condensed consolidated statements of financial condition, are as follows:

 

 

 

 

 

 

 

Estimated fair value

 

 

 

Carrying Amount

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

 

(Dollars in thousands)

 

March 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

321,757

 

 

$

321,757

 

 

$

-

 

 

$

-

 

Restricted cash

 

 

150

 

 

 

150

 

 

 

-

 

 

 

-

 

Federal Home Loan Bank stock

 

 

2,814

 

 

 

-

 

 

 

2,814

 

 

 

-

 

Investment securities held-to-maturity

 

 

43,082

 

 

 

-

 

 

 

42,350

 

 

 

-

 

Loans, net

 

 

1,388,552

 

 

 

-

 

 

 

-

 

 

 

1,436,167

 

Total

 

$

1,756,355

 

 

$

321,907

 

 

$

45,164

 

 

$

1,436,167

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

 

2,193,028

 

 

 

-

 

 

 

-

 

 

 

2,212,655

 

Total

 

$

2,193,028

 

 

$

-

 

 

$

-

 

 

$

2,212,655

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

287,628

 

 

$

287,628

 

 

$

-

 

 

$

-

 

Restricted cash

 

 

150

 

 

 

150

 

 

 

-

 

 

 

-

 

Federal Home Loan Bank stock

 

 

2,335

 

 

 

-

 

 

 

2,335

 

 

 

-

 

Investment securities held-to-maturity

 

 

46,584

 

 

 

-

 

 

 

46,911

 

 

 

-

 

Loans, net

 

 

1,392,722

 

 

 

-

 

 

 

-

 

 

 

1,441,402

 

Total

 

$

1,729,419

 

 

$

287,778

 

 

$

49,246

 

 

$

1,441,402

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

$

2,118,844

 

 

$

-

 

 

$

-

 

 

$

2,130,361

 

Total

 

$

2,118,844

 

 

$

-

 

 

$

-

 

 

$

2,130,361

 

 

 

Note 11 – Comprehensive Income (Loss)

 

The components of accumulated other comprehensive income (loss), included in stockholders’ equity, are as follows:

 

 

 

March 31, 2021

 

 

December 31, 2020

 

Net unrealized (loss) gain on available-for-sale securities

 

$

(22,031

)

 

$

4,241

 

Amounts reclassified from AOCI for (gain) on sale of investment

   securities available-for-sale included in net income

 

 

(272

)

 

 

(265

)

Tax effect

 

 

4,684

 

 

 

(835

)

Unrealized holding (loss) gain on available-for-sale securities, net of tax

 

 

(17,619

)

 

 

3,141

 

Gross unrealized holding loss on held-to-maturity securities

 

 

(30

)

 

 

(285

)

Amortization of unrealized holding loss on held-to-maturity during the

   period

 

 

25

 

 

 

255

 

Unrealized holding loss on held-to-maturity securities

 

 

(5

)

 

 

(30

)

Accumulated other comprehensive (loss) income

 

$

(17,624

)

 

$

3,111

 

 

 

Note 12 – Leases

 

The Bank leases certain land, office spaces, and storage spaces. Leases with an initial term of 12 months or less are not recorded on the balance sheet. Instead, the Bank recognizes lease expense for these leases on a straight-line basis over the lease term.

Most leases include one or more options to renew, with renewal terms that can extend the lease term from one to 50 years or more. The exercise of lease renewal options is at our sole discretion. The depreciable life of assets and leasehold improvements are limited by the expected lease terms, unless there is a transfer of title or purchase option reasonably certain of exercise.

30


Certain of our lease agreements include rental payments based on a percentage of the prevailing market value of the lease and the average of the Treasury Bill Rate and the Guam Consumer Price Index figure, and others include rental payments adjusted periodically for inflation. The Bank's lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The Bank leases certain facilities from two separate entities in which two of its directors have separate ownership interests. Lease payments made to these entities during the three months ended March 31, 2021 and 2020, approximated $62 thousand and $59 thousand, respectively.  

Additionally, the Bank leases office space to third parties, with original lease terms ranging from 1 to 3 years with option periods ranging up to 12 years. At March 31, 2021, minimum future rents to be received under non-cancelable operating sublease agreements were $43 thousand, $38 thousand, and $26 thousand for the periods ending December 31, 2021, 2022, and 2023, respectively.

The cash flow from operating leases included in the measurement of lease liabilities during the three months ended March 31, 2021 and 2020, were $887 thousand and $876 thousand, respectively.

The following table summarizes the lease-related assets and liabilities recorded as part of other assets and other liabilities, respectively, in our condensed consolidated statements of financial condition at March 31, 2021, and December 31, 2020:

 

 

 

 

March 31, 2021

 

 

December 31, 2020

 

Assets

 

 

 

 

 

 

 

 

Operating lease right-of-use assets

 

$

25,377

 

 

$

26,113

 

Total lease assets

 

$

25,377

 

 

$

26,113

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

Operating

 

$

2,391

 

 

$

2,510

 

Noncurrent

 

 

 

 

 

 

 

 

Operating

 

 

23,579

 

 

 

24,112

 

Total lease liabilities

 

$

25,970

 

 

$

26,622

 

 

The operating lease costs and variable lease costs were $971 thousand and $935 thousand during the  three months ended March 31, 2021 and 2020, respectively.    

The following table provides the maturities of lease liabilities at March 31, 2021:

 

 

 

Operating

Leases (a)

 

 

Total

 

2021

 

$

2,545

 

 

$

2,545

 

2022

 

 

2,780

 

 

 

2,780

 

2023

 

 

2,532

 

 

 

2,532

 

2024

 

 

2,420

 

 

 

2,420

 

2025

 

 

2,288

 

 

 

2,288

 

After 2025

 

 

35,569

 

 

 

35,569

 

Total lease payments

 

$

48,134

 

 

$

48,134

 

Less: Interest (b)

 

 

22,164

 

 

 

22,164

 

Present value of lease liabilities (c)

 

$

25,970

 

 

$

25,970

 

 

Note: For leases commencing prior to 2019, minimum lease payments exclude payments to landlords for real estate taxes and common area maintenance.

 

(a)

Operating lease payments include $21.5 million related to options to extend lease terms that are reasonably certain of being exercised.

 

(b)

Calculated using the incremental borrowing rate based on the lease term for each lease.

 

(c)

Includes the current portion of $2.4 million for operating leases.

 

31


 

The following table provides the weighted-average lease term and discount rate at March 31, 2021:

 

 

 

March 31, 2021

 

 

December 31, 2020

 

Weighted-average remaining lease term (years)

 

 

 

 

 

 

 

 

Operating leases

 

 

24.8

 

 

 

24.6

 

Weighted-average discount rate

 

 

 

 

 

 

 

 

Operating leases

 

 

4.10

%

 

 

4.09

%

 

            

Note 13 – Subordinated Debt

On June 27, 2019, the Company issued $15.0 million in aggregate principal amount of its 6.35% Fixed-to-Floating Rate Subordinated Notes due June 30, 2029 (the “Notes”).

The Notes have a ten-year term and initially bear interest at a fixed annual rate of 6.35%. Beginning June 30, 2024, the interest rate will reset quarterly to the then-current three-month LIBOR plus 466 basis points. The Company is required to pay interest only semi-annually during the fixed period, and quarterly during the floating rate period. The principal sum of the Notes plus any unpaid interest are due on the maturity date.

The Notes are unsecured, subordinated obligations of the Company only and are not obligations of, and are not guaranteed by, any subsidiary of the Company. The Notes rank junior in right to payment to the Company’s current and future senior indebtedness.

 

 

32


 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion provides information about the results of operations, financial condition, liquidity, and capital resources of the Company and its wholly-owned subsidiaries, the Bank and BGIS. This information is intended to facilitate the understanding and assessment of significant changes and trends related to our financial condition and the results of operations. This discussion and analysis should be read in conjunction with our condensed consolidated financial statements and the accompanying notes presented elsewhere in this Quarterly Report.

Overview

BankGuam Holding Company (the “Company”) is a Guam corporation organized on October 29, 2010, to act as a holding company of Bank of Guam (the “Bank”), a 18-branch bank serving the communities in Guam, the Commonwealth of the Northern Mariana Islands (“CNMI”), the Federated States of Micronesia (“FSM”), the Republic of the Marshall Islands (“RMI”), the Republic of Palau (“ROP”), and San Francisco, California. On August 15, 2011, the Company acquired all of the outstanding common stock of the Bank in a holding company formation transaction.

In August 2015, the Company chartered a second subsidiary, BankGuam Investment Services (“BGIS”), in an effort to enhance the options and opportunities of our customers to build future income and wealth. BGIS is a registered investment company, primarily involved in providing investment advisory services and trading securities for its customers.

In May 2016, the Company entered into a Stock Purchase Agreement (the “Agreement”) to acquire 25% of ASC Trust LLC, formerly ASC Trust Corporation, a Guam trust company. In July 2016, subsequent to the approval of the Federal Reserve Bank of San Francisco in June 2016, the purchase was executed. As stated in Note 4 – Investment Securities, and with the approval of the Federal Reserve Bank of San Francisco, an additional 20% of ASC Trust LLC was purchased by the Company in July 2019. This transaction brought the Company’s non-controlling interest in ASC Trust LLC to 45%. The Agreement provides for the acquisition of an additional 25% of the stock of ASC Trust LLC, originally in April 2021, which has been revised to July 2021, with the future purchase subject to regulatory approval. The Agreement contains customary warranties, representations and indemnification provisions. ASC Trust LLC is primarily involved in administering 401(k) retirement plans and other employee benefit programs for its customers.

Other than holding the shares of the Bank, BGIS and ASC Trust LLC, the Company conducts no significant activities, although it is authorized, with the prior approval of its principal regulator, the Board of Governors of the Federal Reserve System, to engage in a variety of activities related to the business of banking. Currently, substantially all of the Company’s operations are conducted and substantially all of its assets are owned by the Bank, which accounts for substantially all of our consolidated revenues, expenses and operating income. The Bank’s headquarters is located in Hagåtña, Guam, and the Bank provides a variety of financial services to individuals, businesses and government entities through its branch network. The Bank’s primary deposit products are demand deposits, savings and time certificates of deposit, and its primary lending products are consumer, commercial and real estate loans. The Bank also provides many other financial services to its customers. Effective January 29, 2021, the Bank closed the Dededo and Harmon branches in Guam. These two branches have not operated since March 2020 as a result of the COVID-19 measures. The Bank has been adding digital channels to its product delivery system for several years. The COVID-19 pandemic accelerated the adoption of those digital channels by our customers, which was considered in our decision to close those branches.

The COVID-19 pandemic and resulting governmental responses impacted our operations in 2020 and 2021. See “Note 2 – Summary of Significant Accounting Policies – COVID-19” for discussion.

 

33


 

Summary of Operating Results

The following table provides unaudited comparative information with respect to our results of operations for the three months ended March 31, 2021, and 2020, respectively:

 

 

 

Three Months Ended March 31,

 

 

 

2021

Amount

 

 

2020

Amount

 

 

%

Change

 

Interest income

 

$

20,513

 

 

$

22,099

 

 

 

-7.2

%

Interest expense

 

 

353

 

 

 

733

 

 

 

-51.8

%

Net interest income, before

   provision for loan losses

 

 

20,160

 

 

 

21,366

 

 

 

-5.6

%

Provision for loan losses

 

 

2,475

 

 

 

2,207

 

 

 

12.1

%

Net interest income, after

   provision for loan losses

 

 

17,685

 

 

 

19,159

 

 

 

-7.7

%

Non-interest income

 

 

4,209

 

 

 

4,071

 

 

 

3.4

%

Non-interest expense

 

 

17,870

 

 

 

19,230

 

 

 

-7.1

%

Income before income taxes

 

 

4,024

 

 

 

4,000

 

 

 

0.6

%

Income tax expense

 

 

729

 

 

 

755

 

 

 

-3.4

%

Net income

 

$

3,295

 

 

$

3,245

 

 

 

1.5

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per common share (EPS):

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted EPS

 

$

0.33

 

 

$

0.32

 

 

 

 

 

 

As the above table indicates, our net income decreased in the three months ended March 31, 2021, as compared to the corresponding periods in 2020. In the three months ended March 31, 2021, we recorded net income after taxes of $3.3 million, an increase of $50 thousand (or 1.5%) as compared to the same period in 2020. The primary reasons for the increase were the $1.4 million reduction in non-interest expense, a decrease of $380 thousand in interest expense, and a $138 thousand increase in non-interest income, partially offset by a reduction in interest income of $1.6 million, and an increase in provision for loan losses of $268 thousand.

   

The following table shows the decrease in our net interest margin in the three months ended March 31, 2021, and it also indicates the impact that the decrease in our net income had on our annualized returns on average assets and average equity. Our return on average equity decreased by 6 basis points during the three months ended March 31, 2021, as compared to the corresponding period in 2020, and our return on average assets decreased by 11 basis points, primarily due to the increase in average assets:

 

 

 

Three Months Ended March 31,

 

 

 

2021

 

 

2020

 

Net interest margin

 

 

3.48

%

 

 

4.52

%

Return on average assets

 

 

0.54

%

 

 

0.65

%

Return on average equity

 

 

7.68

%

 

 

7.74

%

 

Critical Accounting Policies

The Company’s significant accounting policies are set forth in Note 2 in the Notes to the Company’s Annual Report on Form 10-K for 2020 filed with the SEC on March 22, 2021, and Note 2 of Item 1 in this report. Our unaudited condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and general practices in the banking industry. Certain of those accounting policies are considered critical accounting policies because they require us to make assumptions and judgments regarding circumstances or trends that could affect the carrying values of our material assets, such as assumptions regarding economic conditions or trends that could impact our ability to fully collect our outstanding loans or ultimately realize the carrying values of certain of our other assets, such as securities that are available for sale. If adverse changes were to occur in the events, trends or other circumstances on which our assumptions or judgments have been based, or other unanticipated events were to happen that might affect our operating results, it could become necessary under GAAP for us to reduce the carrying values of the affected assets in our condensed consolidated statements of financial condition. In addition, because reductions in the carrying values of assets are sometimes effectuated by or require charges to income, such reductions also may have the effect of reducing our income.

 

34


 

Results of Operations

Net Interest Income

Net interest income, the primary component of the Bank’s income, refers to the difference between the interest earned on loans, investment securities and other interest-earning assets, and the interest paid on deposits and other borrowed funds. Our interest income and interest expense are affected by a number of factors, some of which are outside of our control, including national and local economic conditions, the monetary policies of the Federal Reserve’s Open Market Committee which affect interest rates, competition in the marketplace for loans and deposits, the demand for loans and the ability of borrowers to meet their payment obligations. Net interest income, when expressed as a percentage of average earning assets, is a banking organization’s “net interest margin.”

The following table sets forth our interest income, interest expense and net interest income, and our annualized net interest margin for the three months ended March 31, 2021, and 2020, respectively:

 

 

 

Three Months Ended March 31,

 

 

 

2021

 

 

2020

 

 

%

Change

 

Interest income

 

 

20,513

 

 

$

22,099

 

 

 

-7.18

%

Interest expense

 

 

353

 

 

 

733

 

 

 

-51.84

%

Net interest income

 

 

20,160

 

 

$

21,366

 

 

 

-5.64

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest margin

 

 

3.48

%

 

 

4.52

%

 

 

-1.04

%

 

Net interest income decreased by 5.6% for the three months ended March 31, 2021, as compared to the corresponding periods in 2020.

For the three months ended March 31, 2021, net interest income decreased by $1.2 million as compared to the same period in 2020. Total interest income decreased by $1.6 million due to decreases of $1.5 million in earnings on loans, $291 thousand in interest earned on our short term investments, partially offset by $225 thousand on investment securities during the three months ended March 31, 2021, compared to the previous year. The decrease is primarily due to the 150 basis points (1.50%) cut in March 2020. The reduction in our net interest margin was the result of a decrease of 1.14% in the yield on our average earning assets in the three months ended March 31, 2021, as compared to the corresponding period of 2020, the effect of which was partially offset by an increase in our average earning assets of 22.6% compared to the same comparative period.    

On March 3, 2020, the Federal Open Market Committee reduced the target federal funds rate by 50 basis points to 1.00% - 1.25%. This rate was further reduced to a target range of 0% - 0.25% on March 16, 2020. In September 2020, the Federal Open Market Committee announced that it will allow inflation to exceed 2% to support employment, and forecasted that the federal funds rate would remain unchanged through 2023. These reductions in interest rates and other effects of the COVID-19 outbreak have had an adverse effect on the Company’s financial condition and results of operations. As a result of the spread of the COVID-19 coronavirus, economic uncertainties have risen which are likely to continue to negatively impact net interest income.

35


Average Balances

Distribution, Rate and Yield

The following table sets forth information regarding our average balance sheet, annualized yields on interest-earning assets and interest rates on interest-bearing liabilities, the interest rate spread and the interest rate margin for the three months ended March 31, 2021, and 2020:

 

 

 

Three Months Ended March 31,

 

 

 

2021

 

 

2020

 

 

 

Average

Balance

 

 

Interest

Earned/Paid

 

 

Average

Yield/Rate

 

 

Average

Balance

 

 

Interest

Earned/Paid

 

 

Average

Yield/Rate

 

Interest earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Short term investments1

 

$

333,876

 

 

$

67

 

 

 

0.08

%

 

$

148,224

 

 

$

358

 

 

 

0.97

%

Investment Securities²

 

 

557,885

 

 

 

2,199

 

 

 

1.58

%

 

 

431,175

 

 

 

1,974

 

 

 

1.83

%

Loans³

 

 

1,424,496

 

 

 

18,247

 

 

 

5.12

%

 

 

1,309,803

 

 

 

19,767

 

 

 

6.04

%

Total earning assets

 

 

2,316,257

 

 

 

20,513

 

 

 

3.54

%

 

 

1,889,202

 

 

 

22,099

 

 

 

4.68

%

Noninterest earning assets

 

 

133,015

 

 

 

 

 

 

 

 

 

 

 

115,840

 

 

 

 

 

 

 

 

 

Total assets

 

$

2,449,272

 

 

 

 

 

 

 

 

 

 

$

2,005,042

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing checking accounts

 

$

320,382

 

 

$

24

 

 

 

0.03

%

 

$

284,761

 

 

$

86

 

 

 

0.12

%

Savings accounts

 

 

1,080,395

 

 

 

79

 

 

 

0.03

%

 

 

880,704

 

 

 

388

 

 

 

0.18

%

Certificates of deposit

 

 

28,861

 

 

 

12

 

 

 

0.17

%

 

 

26,638

 

 

 

18

 

 

 

0.27

%

Subordinated debt

 

 

14,781

 

 

 

238

 

 

 

6.44

%

 

 

14,755

 

 

 

241

 

 

 

6.53

%

Total interest-bearing liabilities

 

 

1,444,419

 

 

 

353

 

 

 

0.10

%

 

 

1,206,858

 

 

 

733

 

 

 

0.24

%

Non-interest bearing liabilities

 

 

833,203

 

 

 

 

 

 

 

 

 

 

 

630,583

 

 

 

 

 

 

 

 

 

Total liabilities

 

 

2,277,622

 

 

 

 

 

 

 

 

 

 

 

1,837,441

 

 

 

 

 

 

 

 

 

Stockholders’ equity

 

 

171,650

 

 

 

 

 

 

 

 

 

 

 

167,601

 

 

 

 

 

 

 

 

 

Total liabilities and

   stockholders’ equity

 

$

2,449,272

 

 

 

 

 

 

 

 

 

 

$

2,005,042

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

 

 

 

 

$

20,160

 

 

 

 

 

 

 

 

 

 

$

21,366

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate spread

 

 

 

 

 

 

 

 

 

 

3.44

%

 

 

 

 

 

 

 

 

 

 

4.44

%

Net interest margin

 

 

 

 

 

 

 

 

 

 

3.48

%

 

 

 

 

 

 

 

 

 

 

4.52

%

 

 

1

Short term investments consist of interest-bearing deposits that we maintain with other financial institutions.

 

2

Includes all investment securities in the Available-for-Sale and the Held-to-Maturity classifications. The Bank did not own any tax exempt securities during 2021 and 2020.

 

3

Loans include the average balance of non-accrual loans. Loan interest income includes loan fees of $1.2 million and $583 thousand in the three months ended March 31, 2021, and 2020, respectively. 

For the three months ended March 31, 2021, our total average earning assets increased by $427.1 million as compared to the same period in 2020. The increase during the three months ended March 31, 2021, compared to the same period in 2020, is attributed to the $185.7 million increase in our average short term investments, a $126.7 million increase in our average investment securities, and a $114.7 million increase in our average loan portfolio. Average noninterest earning assets increased by $17.2 million. In the three months ended March 31, 2021, average total interest-bearing liabilities increased by $237.6 million in comparison to the same period in 2020. In the three months ended March 31, 2021, the increase was comprised of the $199.7 million increase in average savings accounts, a $35.6 million increase in average interest-bearing checking accounts, a $2.2 million decrease in average certificate of deposit accounts, and a $26 thousand increase in average subordinated debt. The overall increase in average interest-bearing liabilities resulted from an increase in our deposit base, primarily in consumer savings, and government checking and savings accounts as result of the funds received by depositors from the CARES Act. This was supplemented by an increase of $202.6 million in average non-interest bearing liabilities during the three months ended March 31, 2021, compared to the same period in 2020, primarily in traditional checking accounts, moderated an overall increase of $440.2 million in average total liabilities. During the three months ended March 31, 2021, average stockholders’ equity increased by $4.0 million (2.4%) in comparison to the year-earlier period.

Our interest rate spread decreased by 100 basis points (1.00%), and our net interest margin decreased by 104 basis points (1.04%) in the three months ended March 31, 2021, as compared to the same period in 2020. During the three months ended March 31, 2021, the decrease in our interest rate spread is attributed to the 114 basis points (1.14%) decrease in the average yield on our interest earning assets, from 4.68% to 3.54%, partially offset by the decrease in the average rate on our interest-bearing liabilities by 14 basis points from 0.24% to 0.10%. The decrease in our interest income is primarily due to the 150 basis point (1.50%) rate cut in March 2020 by the Federal Open Market Committee. This impacted our loan portolio, investment securities, and short term deposits in other banks, including the Federal Reserve Bank of San Francisco.

   

36


 

The following table provides information regarding the changes in interest income and interest expense, attributable to changes in rates and changes in volumes, that contributed to the total change in net interest income for the three months ended March 31, 2021, in comparison to the three months ended March 31, 2020:

 

 

 

Three Months Ended March 31, 2021 vs. 2020

 

 

 

(In thousands)

 

 

 

Net Change in

 

 

Attributable to:

 

 

 

Interest

Income/Expense

 

 

Change in

Rate

 

 

Change in

Volume

 

Interest income:

 

 

 

 

 

 

 

 

 

 

 

 

Short term investments

 

$

(291

)

 

$

(1,313

)

 

$

1,022

 

Investment securities

 

 

225

 

 

 

(1,098

)

 

 

1,323

 

Loans

 

 

(1,520

)

 

 

(11,957

)

 

 

10,437

 

Total interest income

 

$

(1,586

)

 

$

(14,368

)

 

$

12,782

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense:

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing checking accounts

 

$

(62

)

 

$

(259

)

 

$

197

 

Savings accounts

 

 

(309

)

 

 

(1,294

)

 

 

985

 

Certificates of deposit

 

 

(6

)

 

 

(28

)

 

 

22

 

Other borrowings

 

 

(3

)

 

 

(14

)

 

 

11

 

Total interest expense

 

$

(380

)

 

$

(1,595

)

 

$

1,215

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

$

(1,206

)

 

$

(12,773

)

 

$

11,567

 

 

Provision for Loan Losses

We maintain allowances for probable loan losses that are incurred as a normal part of the banking business. As more fully discussed in Note 5 of the notes to the unaudited condensed consolidated financial statements in Item 1 of this Quarterly Report on Form 10-Q, an allowance for loan losses has been established by management in order to provide for those loans which, for a variety of reasons, may not be repaid in their entirety. The allowance is maintained at a level considered by management to be adequate to provide for probable losses that are accrued as of the balance sheet date and based on methodologies applied on a consistent basis with the prior year. Management’s review of the adequacy of the allowance includes, among other things, loan growth, changes in the composition of the loan portfolio, an analysis of past loan loss experience and management’s evaluation of the loan portfolio under current economic conditions.

The allowance for loan losses is based on estimates, and ultimate losses will vary from current estimates. The Bank recognizes that credit losses will be experienced and the risk of loss will vary with, among other things: general economic conditions; the type of loan being made; the credit worthiness of the borrower over the term of the loan; and, in the case of a collateralized loan, the quality and valuation of the collateral for such loan. The allowance for loan losses represents the Bank’s best estimate of the allowance necessary to provide for probable losses in the portfolio as of the balance sheet date.

If management determines that it is necessary to increase the allowance for loan losses, a provision for loan losses is recorded. For the three months ended March 31, 2021, the Bank’s provision for loan losses was $2.5 million, which was $268 thousand higher than the corresponding period of 2020.   In the three months ended March 31, 2021, management adjusted the economic risk factors to incorporate the current economic implications, which includes reduced tourism and higher unemployment due to the COVID-19 pandemic.

Management believes that the provision recorded was sufficient to offset the incremental risk of loss inherent in the gross loan portfolio of $1.43 billion at March 31, 2021, a decrease of $3.1 million from December 31, 2020. The allowance for loan losses at March 31, 2021, stood at $36.3 million or 2.54% of total gross loans outstanding as of the balance sheet date, an increase of $1.5 million from December 31, 2020. We recorded net loan charge-offs of $993 thousand for the three months ended March 31, 2021. See “Analysis of Allowance for Loan Losses” in the Financial Condition Section of Management’s Discussion and Analysis of Financial Condition and Results of Operations for more detailed information.

37


Non-Interest Income

The table below represents the major components of non-interest income and the changes therein for the three months ended March 31, 2021, and 2020:

 

 

 

Three Months Ended March 31,

 

 

 

2021

Amount

 

 

2020

Amount

 

 

Amount

Change

 

 

Percent

Change

 

Non-interest income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Service charges and fees

 

$

1,670

 

 

$

1,738

 

 

$

(68

)

 

 

-3.9

%

Gain on sale of investment securities

 

 

272

 

 

 

-

 

 

 

272

 

 

 

100.0

%

Income from merchant services, net

 

 

648

 

 

 

543

 

 

 

105

 

 

 

19.3

%

Income from cardholders, net

 

 

253

 

 

 

157

 

 

 

96

 

 

 

61.1

%

Trustee fees

 

 

152

 

 

 

635

 

 

 

(483

)

 

 

-76.1

%

Other income

 

 

1,214

 

 

 

998

 

 

 

216

 

 

 

21.6

%

Total non-interest income

 

$

4,209

 

 

$

4,071

 

 

$

138

 

 

 

3.4

%

 

For the three months ended March 31, 2021, non-interest income totaled $4.2 million, which represented an increase of $138 thousand (3.4%) as compared to the three months ended March 31, 2020. The increase during the three months ended March 31, 2021, is primarily attributed to the increases in income of $272 thousand from gains on sale of investment securities, $216 thousand from other income, of which $169 thousand is from income from ASC, $105 thousand from net income from mechant services, and $96 thousand from net income from cardholders, partially offset by $483 thousand from trustee fees.

 

 

Non-interest Expense

The table below represents the major components of non-interest expense and the changes for the three months ended March 31, 2021 and 2020:

 

 

 

Three Months Ended March 31,

 

 

 

2021

Amount

 

 

2020

Amount

 

 

Amount

Change

 

 

Percent

Change

 

Non-interest expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Salaries and employee benefits

 

$

8,696

 

 

$

9,524

 

 

$

(828

)

 

 

-8.7

%

Occupancy

 

 

2,129

 

 

 

2,156

 

 

 

(27

)

 

 

-1.3

%

Equipment and depreciation

 

 

2,941

 

 

 

2,972

 

 

 

(31

)

 

 

-1.0

%

Insurance

 

 

489

 

 

 

474

 

 

 

15

 

 

 

3.2

%

Telecommunications

 

 

366

 

 

 

343

 

 

 

23

 

 

 

6.7

%

FDIC insurance assessment

 

 

344

 

 

 

279

 

 

 

65

 

 

 

23.3

%

Professional services

 

 

565

 

 

 

577

 

 

 

(12

)

 

 

-2.1

%

Contract services

 

 

621

 

 

 

515

 

 

 

106

 

 

 

20.6

%

Other real estate owned

 

 

14

 

 

 

28

 

 

 

(14

)

 

 

-50.0

%

Stationery and supplies

 

 

121

 

 

 

200

 

 

 

(79

)

 

 

-39.5

%

Training and education

 

 

44

 

 

 

185

 

 

 

(141

)

 

 

-76.2

%

General, administrative and other

 

 

1,540

 

 

 

1,977

 

 

 

(437

)

 

 

-22.1

%

Total non-interest expense

 

$

17,870

 

 

$

19,230

 

 

$

(1,360

)

 

 

-7.1

%

 

For the three months ended March 31, 2021, non-interest expense totaled $17.9 million, which was a decrease of $1.4 million (7.1%) as compared to the same period in 2020. The decrease is primarily attributed to the $828 thousand decrease in our salaries and employee benefits, the $437 thousand decrease in general, administrative, and other expense expenses, and the $141 thousand decrease in training and education. The decrease in salaries and benefits is primarily due to the reduction in the accrual of bonuses compared to the same period in 2020, and the cost recovery from origination costs totaling $221 thousand from processing the PPP loan originations in accordance with ASC 310-20, “Nonrefundable fees and Other Costs”. The decrease in general, administrative and other expenses are primarily due to reductions of $147 thousand in public relations expense, $140 thousand in advertising expense and $101 thousand in postage expenses as compared to the corresponding period. The decrease in training and education was due to the postponement of discretionary training and the travel restrictions as a result of the COVID-19 pandemic.  

  

The Bank has some discretionary capital expenditures that have been temporarily delayed as result of COVID-19. Some of these planned expenditures may be reassessed due to our customers converting to electronic banking channels.  

 

 

38


 

Income Tax Expense

For the three months ended March 31, 2021, the Bank recorded income tax expenses of $729 thousand. This expense was $26 thousand lower than the income tax expense recorded for the corresponding period in 2020.

Financial Condition

Assets

As of March 31, 2021, total assets were $2.41 billion, an increase of 2.39% from the $2.35 billion at December 31, 2020. This $56.2 million increase was comprised largely of the $32.7 million increase in interest bearing deposits in banks, a $19.4 million increase in our net investment securities portfolio, a $1.4 million increase in our cash and due from banks, and a $7.4 million in other assets, partially offset by the reduction of $4.2 million in net loans. The decrease in net loans and the increase in total assets resulted in the proportion of net loans to total assets decreasing from 59.2% at December 31, 2020, to 57.7% at March 31, 2021. The growth in assets was associated with the $74.2 million increase in total deposits as a result of the various funds received by depositors from the CARES Act, a $481 thousand increase in other liabilities, and a $2.2 million increase in retained earnings, partially offset by the $20.7 million decrease in accumulated other comprehensive loss, which is due to the increase in market rates.

Interest-Earning Assets

The following table sets forth the composition of our interest-earning assets at March 31, 2021, as compared to December 31, 2020:

 

 

 

March 31, 2021

 

 

December 31, 2020

 

 

Variance

 

Interest-earning deposits with financial institutions (including

   restricted cash)

 

$

277,648

 

 

$

244,903

 

 

$

32,745

 

Federal Home Loan Bank stock, at cost

 

 

2,814

 

 

 

2,335

 

 

 

479

 

Investment securities available-for-sale

 

 

533,021

 

 

 

510,111

 

 

 

22,910

 

Investment securities held-to-maturity

 

 

43,082

 

 

 

46,584

 

 

 

(3,502

)

Loans, gross

 

 

1,428,607

 

 

 

1,431,686

 

 

 

(3,079

)

Total interest-earning assets

 

$

2,285,172

 

 

$

2,235,619

 

 

$

49,553

 

 

Loans

Commercial & industrial loans are loans to businesses to finance capital purchases and improvements, or to provide cash flow for operations. Commercial mortgage loans include loans secured by real property for purposes such as the purchase or improvement of that property, wherein repayment is derived from the income generated by the real property or from business operations. Residential mortgage loans are loans to consumers to finance the purchase, improvement, or refinance of real property secured by 1-4 family housing units. Consumer loans include loans to individuals to finance personal needs and are either closed- or open-ended loans. Automobile loans fall under the consumer loan category, but the bulk of consumer loans is typically unsecured extensions of credit such as credit card debt and personal signature loans.

A summary of the balances of loans at March 31, 2021, and December 31, 2020, follows:

 

 

 

March 31, 2021

 

 

December 31, 2020

 

 

 

Amount

 

 

Percent

 

 

Amount

 

 

Percent

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial & industrial

 

$

364,031

 

 

 

25.5

%

 

$

366,942

 

 

 

25.6

%

Commercial mortgage

 

 

718,302

 

 

 

50.3

%

 

 

685,138

 

 

 

47.9

%

Commercial construction

 

 

31,500

 

 

 

2.2

%

 

 

51,785

 

 

 

3.6

%

Commercial agriculture

 

 

620

 

 

 

0.0

%

 

 

629

 

 

 

0.0

%

Total commercial

 

 

1,114,453

 

 

 

78.0

%

 

 

1,104,494

 

 

 

77.1

%

Consumer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage

 

 

127,352

 

 

 

8.9

%

 

 

127,371

 

 

 

8.9

%

Home equity

 

 

2,156

 

 

 

0.1

%

 

 

2,076

 

 

 

0.1

%

Automobile

 

 

19,573

 

 

 

1.4

%

 

 

19,923

 

 

 

1.4

%

Other consumer loans1

 

 

165,073

 

 

 

11.6

%

 

 

177,822

 

 

 

12.5

%

Total consumer

 

 

314,154

 

 

 

22.0

%

 

 

327,192

 

 

 

22.9

%

Gross loans

 

 

1,428,607

 

 

 

100.0

%

 

 

1,431,686

 

 

 

100.0

%

Deferred loan (fees) costs, net

 

 

(3,772

)

 

 

 

 

 

 

(4,159

)

 

 

 

 

Allowance for loan losses

 

 

(36,283

)

 

 

 

 

 

 

(34,805

)

 

 

 

 

Loans, net

 

$

1,388,552

 

 

 

 

 

 

$

1,392,722

 

 

 

 

 

 

 

1

Comprised of other revolving credit, installment loans, and overdrafts.

39


 

At March 31, 2021, total gross loans decreased by $3.1 million, to $1.429 billion, from $1.432 billion at December 31, 2020. The decrease in loans was largely attributed to a $13.0 million decrease in total consumer loans, to $314.2 million at March 31, 2021, from $327.2 million at December 31, 2020. The underlying decreases were comprised of other consumer loans by $12.7 million, and automobile by $350 thousand. The decrease in consumer loans was partially offset by a $10.0 million increase in commercial loans to $1.11 billion at March 31, 2021, from $1.10 billion at December 31, 2020. The underlying increase was primarily due to the $33.2 million increase in commercial mortgage loans, partially offset by the reduction in commercial construction by $20.3 million, and the $2.9 million decrease in commercial & industrial loans.   

In recognition of the potential difficulties that may be faced by our commercial, real estate and consumer customers due to the COVID-19 pandemic, the Bank initiated a temporary program in March 2020 under which affected commercial and consumer customers that may have their loan payments deferred or otherwise adjusted for a period of up to 90 days. This temporary program ended on March 31, 2021. The Bank continues to process commercial and consumer deferral requests on a case-by-case basis.

With the passage of the Paycheck Protection Program, administered by the Small Business Administration, the Bank actively participated in assisting its customers with applications for resources through the program. PPP loans have either a two-year or five-year term and earn interest at 1%. The Bank believes that the majority of these loans will ultimately be forgiven by the SBA in accordance with the terms of the program. In 2020, the Bank approved and funded over $93.4 million in PPP loans. At March 31, 2021, the outstanding principal balance of PPP loans was at $89.2 million. Currently, a total of $48.5 million in PPP loans have been forgiven, of which $40.8 million were forgiven in 2021 and $7.7 million in 2020. On January 13, 2021, the SBA re-opened the PPP program and began accepting applications for PPP loans. As of May 7, 2021, the Bank has approved and funded over $45.5 million in additional PPP loans in 2021. It is the Bank’s understanding that loans funded through the PPP program are fully guaranteed by the U.S. government. Should those circumstances change, the Bank could be required to establish additional allowance for loan loss through additional credit loss expense charged to earnings.

At March 31, 2021, loans outstanding were comprised of approximately 66.49% in variable rate loans and 33.51% in fixed rate loans.

Since it first opened in 1972, the Bank has expanded its operations and its branch network, first in Guam, then in the other islands of our region and in San Francisco, California. In the interests of enhancing performance and stability through market and industry diversification, the Bank has increased its focus on growth in the San Francisco area in recent years, adding personnel with experience and expertise in the Bay Area. The following table provides figures for gross loans in the Bank’s administrative regions for March 31, 2021, and December 31, 2020:

 

 

 

March 31, 2021

 

 

December 31, 2020

 

Guam

 

$

763,475

 

 

$

775,687

 

Commonwealth of the Northern Mariana Islands

 

$

142,210

 

 

$

145,150

 

The Freely Associated States of Micronesia *

 

$

89,790

 

 

$

92,901

 

California

 

$

433,132

 

 

$

417,948

 

Total

 

$

1,428,607

 

 

$

1,431,686

 

 

 

*

The Freely Associated States (FAS) are comprised of the Federated States of Micronesia (Chuuk, Kosrae, Pohnpei and Yap), the Republic of the Marshall Islands and the Republic of Palau.

As the table indicates, the Bank’s total gross loans decreased by 0.22% during the three months ended March 31, 2021. By way of comparison, loans in Guam decreased by $12.2 million, or 1.6%, during the three months ended March 31, 2021. The Commonwealth of the Northern Mariana Islands decreased by $2.9 million, or 2.0% during the three months ended March 31, 2021. Loans in the Freely Associated States of Micronesia decreased by $3.1 million, or 3.4%, during the same period. In the California region loans increased by $15.2 million, or 3.6%, during the three months ended March 31, 2021, as the California region provided continued support for the expansion of the Bank.    

Interest-Earning Deposits and Investment Securities

In the current lending and interest rate environment, and in order to maintain sufficient liquidity in the ordinary course of business, and to account for disbursement of the funds received from the CARES Act, the Bank held $277.5 million in unrestricted interest-earning deposits with financial institutions at March 31, 2021, an increase of $32.7 million, or 13.4%, from the $244.8 million in such deposits at December 31, 2020. This significant increase is the result of the various funds received by depositors from the CARES Act, which were held in cash balances with the Federal Reserve Bank at the end of the reporting period. From December 31, 2020, to March 31, 2021, the Bank’s combined investment portfolio increased by $19.4 million, or 3.5%, from $556.7 million to $576.1 million. The growth in the investment portfolio was comprised of a $22.9 million increase in our holdings of available-for-sale securities, which increased by 4.5%, from $510.1 million to $533.0 million, partially offset by a $3.5 million decrease in held-to-maturity securities, which decreased by 7.5%, from $46.6 million to $43.1 million. Management believes that the Bank maintains an adequate level of liquidity.

40


Nonperforming Loans and Other Nonperforming Assets

Nonperforming loans consist of (i) loans on non-accrual status because we have ceased accruing interest on these loans; (ii) loans 90 days or more past due and still accruing interest; and (iii) restructured loans. Other nonperforming assets consist of real estate properties (OREO) that have been acquired through foreclosure or similar means and which management intends to offer for sale. Loans are placed on non-accrual status when, in the opinion of management, the full and timely collection of principal or interest is in doubt. Generally, the accrual of interest is discontinued when principal or interest payment becomes 90 days past due, unless the loan is adequately collateralized and the loan is in the process of collection. When a loan is placed in non-accrual status, accrued but unpaid interest is reversed against current income. Subsequently, when payments are received on such loans, the amounts are applied to reduce principal, except when the ultimate collectability of principal is probable, in which case accrued loans may be restored to accrual status when principal and interest becomes current and full repayment is expected. Interest income is recognized on an accrual basis for impaired loans not meeting the non-accrual criteria.

The following table contains information regarding our nonperforming assets as well as restructured loans as of March 31, 2021, and December 31, 2020:

 

 

 

March 31, 2021

 

 

December 31, 2020

 

Non-accrual loans:

 

 

 

 

 

 

 

 

Commercial & industrial

 

$

8,279

 

 

$

8,750

 

Commercial mortgage

 

$

35,978

 

 

 

6,618

 

Residential mortgage

 

 

2,203

 

 

 

2,575

 

Other consumer 1

 

 

193

 

 

 

196

 

Total non-accrual loans

 

$

46,653

 

 

$

18,139

 

 

 

 

 

 

 

 

 

 

Loans past due 90 days and still accruing:

 

 

 

 

 

 

 

 

Commercial & industrial

 

$

13

 

 

$

387

 

Commercial mortgage

 

 

830

 

 

 

471

 

Commercial construction

 

 

-

 

 

 

-

 

Residential mortgage

 

 

121

 

 

 

129

 

Home equity

 

 

-

 

 

 

-

 

Automobile

 

 

63

 

 

 

43

 

Other consumer1

 

 

1,454

 

 

 

1,097

 

Total loans past due 90 days and still accruing

 

$

2,481

 

 

$

2,127

 

Total nonperforming loans

 

$

49,134

 

 

$

20,266

 

 

 

 

 

 

 

 

 

 

Other real estate owned (OREO):

 

 

 

 

 

 

 

 

Commercial real estate

 

$

-

 

 

$

-

 

Residential real estate

 

 

-

 

 

 

-

 

Total other real estate owned

 

$

-

 

 

$

-

 

Total nonperforming assets

 

$

49,134

 

 

$

20,266

 

 

 

 

 

 

 

 

 

 

Restructured loans:

 

 

 

 

 

 

 

 

Accruing loans

 

$

15,438

 

 

$

15,937

 

Non-accruing loans (included in nonaccrual loans above)

 

 

4,703

 

 

 

4,718

 

Total restructured loans

 

$

20,141

 

 

$

20,655

 

 

 

1

Comprised of other revolving credit, installment loans, and overdrafts.

The above table indicates that nonperforming loans increased by $28.9 million during the three months ended March 31, 2021, which resulted from the increase in total non-accrual loans by $28.5 million, from $18.1 million to $46.7 million. The increases in total non-accrual loans were due to the increases of $29.4 million in commercial mortgage, partially offset by $471 thousand in commercial & industrial loans, and the $372 thousand in residential mortgage loans. In addition, total loans past due 90 days and still accruing increased by $354 thousand from $2.1 million to $2.5 million. The increases were $359 thousand in commercial mortgage and $357 thousand in other consumer loans. These were partially offset by the increase of $374 thousand in commercial & industrial loans.

41


At March 31, 2021, the Bank’s largest nonperforming loans are three commercial mortgage loans totaling $33.4 million from three relationships of $29.4 million, $2.7 million and $1.3 million, respectively, and one commercial & industrial loan relationship totaling $7.9 million. These loans were placed on non-accrual due to deficiencies in the underlying cash flow to service the monthly loan payments and meet operating expenses. At this time, management believes that the collateral and the allocated allowance for loan losses is adequate to cover these loans; however, should property values deteriorate, additional write-downs or additional provisions may be necessary.

Analysis of Allowance for Loan Losses

The allowance for loan losses was $36.3 million, or 2.54% of outstanding gross loans, as of March 31, 2021, as compared to $34.8 million, or 2.43% of outstanding gross loans, at December 31, 2020.  

Management maintains an allowance for loan losses to absorb estimated credit losses associated with the loan portfolio. The adequacy of the allowance is determined by management through ongoing quarterly loan quality assessments.

Management assesses the estimated credit losses inherent in the non-classified and classified portions of our loan portfolio by considering a number of factors or elements including:

 

Management’s evaluation of the collectability of the loan portfolio;

 

Historical loss experience in the loan portfolio;

 

Levels of and trends in delinquency, classified assets, non-performing and impaired loans;

 

Effects of changes in underwriting standards and other changes in lending policies, procedures and practices;

 

Experience, ability, and depth of lending management and other relevant staff;

 

Local, regional, and national trends and conditions, including industry-specific conditions;

 

The effect of changes in credit concentration; and

 

External factors such as competition, legal and regulatory conditions, as well as typhoons, pandemics such as COVID-19 and other natural disasters.

Management determines the allowance for the classified loan portfolio and for non-classified loans by applying a percentage loss estimate that is calculated based on the above noted factors and trends. Management normally writes down impaired loans after determining the loan collateral fair value versus the outstanding loan balance. Our analysis of the adequacy of the allowance incorporates the provisions made for our non-classified loans and classified loans.

While management believes it uses the best information available for calculating the allowance, the results of operation could be significantly affected if circumstances differ substantially from the assumptions used in determining the allowance. The current qualitative and quantitative factors used to calculate the allowance are inherently subjective. The estimates and assumptions are subject to changes in economic prospects and regulatory guidelines, and other circumstances over which management has no control. The allowance may prove in the future to be insufficient to cover all of the losses the Bank may incur and it may be necessary to increase the allowance from time to time as a result of monitoring its adequacy.

42


The following table summarizes the changes in our allowance for loan losses:

 

 

 

Commercial

 

 

Residential

Mortgages

 

 

Consumer

 

 

Total

 

 

 

(Dollars in thousands)

 

Three Months Ended March 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for loan losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

21,213

 

 

$

1,990

 

 

$

11,602

 

 

$

34,805

 

Charge-offs

 

 

(77

)

 

 

(4

)

 

 

(1,514

)

 

 

(1,595

)

Recoveries

 

 

124

 

 

 

-

 

 

 

474

 

 

 

598

 

Provision

 

 

1,259

 

 

 

210

 

 

 

1,006

 

 

 

2,475

 

Balance at end of period

 

$

22,519

 

 

$

2,196

 

 

$

11,568

 

 

$

36,283

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance balance at end of period related to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans individually evaluated for impairment

 

$

3,502

 

 

$

1

 

 

$

1,578

 

 

$

5,081

 

Loans collectively evaluated for impairment

 

 

19,017

 

 

 

2,195

 

 

 

9,990

 

 

 

31,202

 

Ending balance

 

$

22,519

 

 

$

2,196

 

 

$

11,568

 

 

$

36,283

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loan balances at end of period:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans individually evaluated for impairment

 

$

60,538

 

 

$

2,349

 

 

$

1,716

 

 

$

64,603

 

Loans collectively evaluated for impairment

 

 

1,053,915

 

 

 

127,159

 

 

 

182,930

 

 

 

1,364,004

 

Ending balance

 

$

1,114,453

 

 

$

129,508

 

 

$

184,646

 

 

$

1,428,607

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for loan losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

18,360

 

 

$

1,490

 

 

$

8,020

 

 

$

27,870

 

Charge-offs

 

 

-

 

 

 

-

 

 

 

(1,492

)

 

 

(1,492

)

Recoveries

 

 

5

 

 

 

-

 

 

 

475

 

 

 

480

 

Provision

 

 

1,223

 

 

 

402

 

 

 

582

 

 

 

2,207

 

Ending balance

 

$

19,588

 

 

$

1,892

 

 

$

7,585

 

 

$

29,065

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance balance at end of period related to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans individually evaluated for impairment

 

$

4,156

 

 

$

2

 

 

$

396

 

 

$

4,554

 

Loans collectively evaluated for impairment

 

 

15,432

 

 

 

1,890

 

 

 

7,189

 

 

 

24,511

 

Ending balance

 

$

19,588

 

 

$

1,892

 

 

$

7,585

 

 

$

29,065

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loan balances at end of period:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans individually evaluated for impairment

 

$

33,916

 

 

$

4,416

 

 

$

415

 

 

$

38,747

 

Loans collectively evaluated for impairment

 

 

938,084

 

 

 

122,805

 

 

 

228,625

 

 

 

1,289,514

 

Ending balance

 

$

972,000

 

 

$

127,221

 

 

$

229,040

 

 

$

1,328,261

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for loan losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of year

 

$

18,360

 

 

$

1,490

 

 

$

8,020

 

 

$

27,870

 

Charge-offs

 

 

(1,069

)

 

 

-

 

 

 

(4,559

)

 

 

(5,628

)

Recoveries

 

 

399

 

 

 

-

 

 

 

1,806

 

 

 

2,205

 

Provision

 

 

3,523

 

 

 

500

 

 

 

6,335

 

 

 

10,358

 

Ending balance

 

$

21,213

 

 

$

1,990

 

 

$

11,602

 

 

$

34,805

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance balance at end of year related to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans individually evaluated for impairment

 

$

3,500

 

 

$

4

 

 

$

1,264

 

 

$

4,768

 

Loans collectively evaluated for impairment

 

 

17,713

 

 

 

1,986

 

 

 

10,338

 

 

 

30,037

 

Ending balance

 

$

21,213

 

 

$

1,990

 

 

$

11,602

 

 

$

34,805

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loan balances at end of year:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans individually evaluated for impairment

 

$

36,031

 

 

$

2,730

 

 

$

1,343

 

 

$

40,104

 

Loans collectively evaluated for impairment

 

 

1,068,463

 

 

 

126,717

 

 

 

196,402

 

 

 

1,391,582

 

Ending balance

 

$

1,104,494

 

 

$

129,447

 

 

$

197,745

 

 

$

1,431,686

 

Management evaluates all impaired loans not less frequently than quarterly in conjunction with our calculation and determination of the adequacy of the allowance for loan losses.

43


The Bank has one significant borrowing relationship in bankruptcy totaling $7.9 million at March 31, 2021. The Bank has calculated a specific reserve within the allowance for this borrowing relationship in bankruptcy in the amount of $3.5 million, and belives it has sufficient collateral for the reamaining amount. As a result, the Bank’s management believes at March 31, 2021, there is sufficient coverage to protect the Bank’s exposure to this relationship.

 

Total Cash and Cash Equivalents

Total cash and cash equivalents were $321.8 million and $287.6 million at March 31, 2021, and December 31, 2020, respectively. This significant increase is the result of the various funds received from the CARES Act, which were held in cash balances with the Federal Reserve Bank at the end of the reporting period. This balance, which is comprised of cash and due from bank balances and interest-bearing deposits that we maintain at other financial institutions (including the Federal Reserve Bank of San Francisco, but excepting restricted cash), will vary depending on daily cash settlement activities, the amount of highly liquid assets needed based on known events such as the repayment of borrowings and scheduled withdrawals, and actual cash on hand in the Bank’s branches.  

The following table sets forth the composition of our cash and cash equivalent balances at March 31, 2021, and December 31, 2020:

 

 

 

March 31, 2021

 

 

December 31, 2020

 

 

Variance

 

Cash and due from banks

 

$

44,259

 

 

$

42,875

 

 

$

1,384

 

Interest-bearing deposits with financial institutions

 

 

277,498

 

 

 

244,753

 

 

 

32,745

 

Total cash and cash equivalents

 

$

321,757

 

 

$

287,628

 

 

$

34,129

 

 

Investment Securities

The Bank manages its securities portfolio to provide a source of both liquidity and earnings. The Bank has an Asset/Liability Committee (“ALCO”) that develops and recommends current investment policies to the Board of Directors based on its operating needs and market circumstances. The Bank’s overall investment policy is formally reviewed and approved annually by the Board of Directors, and the Asset/Liability Committee is responsible for monitoring and reporting compliance with the investment policy. Investment portfolio reports are provided to the Board of Directors on a monthly basis.

44


At March 31, 2021, the carrying value of the investment securities portfolio (excluding ASC Trust LLC stock and Federal Home Loan Bank stock) totaled $576.1 million, which represents a $19.4 million increase from the portfolio balance of $556.7 million at December 31, 2020. The table below sets forth the amortized cost and fair value of our investment securities portfolio, with gross unrealized gains and losses, at March 31, 2021, and December 31, 2020:

 

 

 

March 31, 2021

 

 

 

Amortized

Cost

 

 

Gross

Unrealized

Gains

 

 

Gross

Unrealized

Losses

 

 

Estimated

Fair Value

 

Securities Available-for-Sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government agency and government sponsored

   enterprise (GSE) debt securities

 

$

385,366

 

 

$

-

 

 

$

(24,818

)

 

$

360,548

 

U.S. government agency pool securities

 

 

26,456

 

 

 

5

 

 

 

(154

)

 

 

26,307

 

U.S. government agency or GSE residential

   mortgage-backed securities

 

 

143,502

 

 

 

3,071

 

 

 

(407

)

 

 

146,166

 

Total

 

$

555,324

 

 

$

3,076

 

 

$

(25,379

)

 

$

533,021

 

Securities Held-to-Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government agency and government sponsored

   enterprise (GSE) debt securities

 

$

31,244

 

 

$

15

 

 

$

(897

)

 

$

30,362

 

U.S. government agency pool securities

 

 

4,062

 

 

 

14

 

 

 

(54

)

 

 

4,022

 

U.S. government agency or GSE residential

   mortgage-backed securities

 

 

7,776

 

 

 

210

 

 

 

(20

)

 

 

7,966

 

Total

 

$

43,082

 

 

$

239

 

 

$

(971

)

 

$

42,350

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2020

 

 

 

Amortized

Cost

 

 

Gross

Unrealized

Gains

 

 

Gross

Unrealized

Losses

 

 

Estimated

Fair Value

 

Securities Available-for-Sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government agency and government sponsored

   enterprise (GSE) debt securities

 

$

300,440

 

 

$

54

 

 

$

(2,348

)

 

$

298,146

 

U.S. government agency pool securities

 

 

28,783

 

 

 

29

 

 

 

(206

)

 

 

28,606

 

U.S. government agency or GSE residential

   mortgage-backed securities

 

 

176,912

 

 

 

6,447

 

 

 

-

 

 

 

183,359

 

Total

 

$

506,135

 

 

$

6,530

 

 

$

(2,554

)

 

$

510,111

 

Securities Held-to-Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government agency and government sponsored

   enterprise (GSE) debt securities

 

$

33,221

 

 

$

93

 

 

$

(15

)

 

$

33,299

 

U.S. government agency pool securities

 

 

4,515

 

 

 

15

 

 

 

(36

)

 

 

4,494

 

U.S. government agency or GSE residential

   mortgage-backed securities

 

 

8,848

 

 

 

280

 

 

 

(10

)

 

 

9,118

 

Total

 

$

46,584

 

 

$

388

 

 

$

(61

)

 

$

46,911

 

 

At March 31, 2021, and December 31, 2020, investment securities with a carrying value of $403.3 million and $360.6 million, respectively, were pledged to secure various government deposits and other public requirements.

45


The amortized cost and fair value of investment securities by contractual maturity at March 31, 2021, and December 31, 2020, follows:

 

 

 

March 31, 2021

 

 

 

Available-for-Sale

 

 

Held-to-Maturity

 

 

 

Amortized

Cost

 

 

Estimated

Fair Value

 

 

Amortized

Cost

 

 

Estimated

Fair Value

 

Due within one year

 

$

26

 

 

$

26

 

 

$

9,995

 

 

$

10,009

 

Due after one but within five years

 

 

5,132

 

 

 

5,122

 

 

 

2,123

 

 

 

2,154

 

Due after five but within ten years

 

 

183,763

 

 

 

178,597

 

 

 

25,033

 

 

 

24,238

 

Due after ten years

 

 

366,403

 

 

 

349,276

 

 

 

5,931

 

 

 

5,949

 

Total

 

$

555,324

 

 

$

533,021

 

 

$

43,082

 

 

$

42,350

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2020

 

 

 

Available-for-Sale

 

 

Held-to-Maturity

 

 

 

Amortized

Cost

 

 

Estimated

Fair Value

 

 

Amortized

Cost

 

 

Estimated

Fair Value

 

Due within one year

 

$

5,115

 

 

$

5,121

 

 

$

11,990

 

 

$

12,070

 

Due after one but within five years

 

 

13,255

 

 

 

13,432

 

 

 

2,325

 

 

 

2,358

 

Due after five but within ten years

 

 

129,708

 

 

 

131,340

 

 

 

26,214

 

 

 

26,348

 

Due after ten years

 

 

358,057

 

 

 

360,218

 

 

 

6,055

 

 

 

6,135

 

Total

 

$

506,135

 

 

$

510,111

 

 

$

46,584

 

 

$

46,911

 

 

46


 

Temporarily Impaired Securities

The following table shows the gross unrealized losses and fair value of investments with unrealized losses that are not deemed to be other-than-temporarily impaired, aggregated by investment category and the length of time that individual securities have been in a continuous unrealized loss position at March 31, 2021, and December 31, 2020:

 

 

 

March 31, 2021

 

 

 

Less Than Twelve Months

 

 

More Than Twelve Months

 

 

Total

 

 

 

Unrealized

Losses

 

 

Estimated

Fair Value

 

 

Unrealized

Losses

 

 

Estimated

Fair Value

 

 

Unrealized

Losses

 

 

Estimated

Fair Value

 

Securities Available for Sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government agency and

   government sponsored enterprise

   (GSE) debt securities

 

$

(24,818

)

 

$

360,548

 

 

$

-

 

 

$

-

 

 

$

(24,818

)

 

$

360,548

 

U.S. government agency pool securities

 

 

(7

)

 

 

4,203

 

 

 

(147

)

 

 

21,174

 

 

 

(154

)

 

 

25,377

 

U.S. government agency or GSE

   residential mortgage-backed securities

 

 

(407

)

 

 

33,884

 

 

 

-

 

 

 

-

 

 

 

(407

)

 

 

33,884

 

Total

 

$

(25,232

)

 

$

398,635

 

 

$

(147

)

 

$

21,174

 

 

$

(25,379

)

 

$

419,809

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities Held to Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

US government agency and sponsored Agencies (GSE) debt securities

 

$

(897

)

 

$

20,353

 

 

$

-

 

 

$

-

 

 

$

(897

)

 

$

20,353

 

U.S. government agency pool securities

 

 

-

 

 

 

-

 

 

 

(54

)

 

 

2,522

 

 

 

(54

)

 

 

2,522

 

U.S. government agency or GSE

   residential mortgage-backed securities

 

 

(10

)

 

 

547

 

 

 

(10

)

 

 

481

 

 

 

(20

)

 

 

1,028

 

Total

 

$

(907

)

 

$

20,900

 

 

$

(64

)

 

$

3,003

 

 

$

(971

)

 

$

23,903

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2020

 

 

 

Less Than Twelve Months

 

 

More Than Twelve Months

 

 

Total

 

 

 

Unrealized

Losses

 

 

Estimated

Fair Value

 

 

Unrealized

Losses

 

 

Estimated

Fair Value

 

 

Unrealized

Losses

 

 

Estimated

Fair Value

 

Securities Available for Sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government agency and

   government sponsored enterprise

   (GSE) debt securities

 

$

(2,348

)

 

$

243,089

 

 

$

-

 

 

$

-

 

 

$

(2,348

)

 

$

243,089

 

U.S. government agency pool securities

 

 

(22

)

 

 

3,735

 

 

 

(184

)

 

 

22,672

 

 

 

(206

)

 

 

26,407

 

Total

 

$

(2,370

)

 

$

246,824

 

 

$

(184

)

 

$

22,672

 

 

$

(2,554

)

 

$

269,496

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities Held to Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government agency and

   government sponsored enterprise

   (GSE) debt securities

 

$

(15

)

 

$

14,985

 

 

$

-

 

 

$

-

 

 

$

(15

)

 

$

14,985

 

U.S. government agency pool securities

 

 

-

 

 

 

-

 

 

 

(36

)

 

 

2,923

 

 

 

(36

)

 

 

2,923

 

U.S. government agency or GSE

   residential mortgage-backed securities

 

 

(10

)

 

 

506

 

 

 

-

 

 

 

-

 

 

 

(10

)

 

 

506

 

Total

 

$

(25

)

 

$

15,491

 

 

$

(36

)

 

$

2,923

 

 

$

(61

)

 

$

18,414

 

 

The Company does not believe that any of the investment securities that were in an unrealized loss position as of March 31, 2021, which included a total of 108 securities, were other-than-temporarily impaired. Specifically, the 108 securities were comprised of 36 Small Business Administration Pool securities, 1 mortgage-backed security issued by Government National Mortgage Association, 26 agency securities issued by Federal Home Loan Bank (FHLB), 22 agency securities issued by Federal Home Loan Mortgage Corporation (FHLMC), 4 mortgaged-backed securities and 1 agency security issued by Federal National Mortgage Association (FNMA), and 18 agency securities issued by Federal Farm Credit Banks (FFCB).

Total gross unrealized losses were primarily attributable to changes in interest rates relative to when the investment securities were purchased, and not due to changes in the credit quality of the investment securities. The Bank does not intend to sell the investment securities that are in an unrealized loss position and it is not likely that, except as needed to fund our liquidity position, the Bank will be required to sell the investment securities before recovery of their amortized cost bases, which may be at maturity.

47


Deposits

At March 31, 2021, total deposit liabilities increased by $74.2 million from the approximately $2.1 billion at December 31, 2020. Interest-bearing deposits increased by $65.5 million, to $1.41 billion at March 31, 2021, compared to $1.35 billion at December 31, 2020, and non-interest bearing deposits increased by $8.7 million, to $778.7 million at March 31, 2021, from $770.0 million at December 31, 2020. The 3.5% increase in total deposits was primarily due to the receipt of funds from various COVID-19 federal relief programs.

The following table sets forth the composition of our interest-bearing deposit portfolio with the balances and average interest rates at March 31, 2021, and December 31, 2020, respectively:

 

 

 

March 31, 2021

 

 

December 31, 2020

 

 

 

Balance

 

 

Average

rate

 

 

Balance

 

 

Average

rate

 

Interest-bearing checking accounts

 

$

320,837

 

 

 

0.03

%

 

$

322,933

 

 

 

0.12

%

Savings accounts

 

 

750,603

 

 

 

0.03

%

 

 

754,042

 

 

 

0.18

%

Certificates of deposit

 

 

342,881

 

 

 

0.17

%

 

 

271,832

 

 

 

0.36

%

Total interest-bearing deposits

 

$

1,414,321

 

 

 

0.03

%

 

$

1,348,807

 

 

 

0.17

%

 

As mentioned earlier, the Bank has expanded its operations and its branch network since it first opened in 1972, first in Guam, then in the other islands of our region and in San Francisco, California. As time has passed, the Bank has gathered market share in each of the islands. In recent years, in order to diversify its geographic market, the Bank has increased its focus on growth in the California region. The following table provides figures for deposits in the Bank’s administrative regions at March 31, 2021, and December 31, 2020:

 

 

 

March 31, 2021

 

 

December 31, 2020

 

Guam

 

$

1,243,380

 

 

$

1,197,656

 

Commonwealth of the Northern Mariana Islands

 

$

360,055

 

 

$

363,875

 

The Freely Associated States of Micronesia *

 

$

535,074

 

 

$

509,817

 

California

 

$

54,519

 

 

$

47,496

 

Total

 

$

2,193,028

 

 

$

2,118,844

 

 

 

*

The Freely Associated States (FAS) are comprised of the Federated States of Micronesia (Chuuk, Kosrae, Pohnpei and Yap), the Republic of the Marshall Islands and the Republic of Palau.

During the three months ended March 31, 2021, the Bank’s deposits increased by $74.2 million (3.5%) to $2.19 billion compared to December 31, 2020. During this period the increase in our deposits were in our Guam branches by $45.7 million, FAS branches by $25.3 million, and our California region by $7 million. These increases were partially offset by the decrease in deposits in the CNMI branches by $3.8 million The significant increase in deposits in these regions is primarily from the various COVID-19 federal relief programs.

Borrowed Funds

The Bank has a variety of sources from which it may obtain secondary funding. These sources include, among others, the Federal Reserve Bank of San Francisco, the Federal Home Loan Bank of Des Moines, and credit lines established with our correspondent banks. Borrowings are obtained for a variety of reasons which include, but are not limited to, funding loan growth, the purchase of investments in the absence of core deposits, and to provide additional liquidity to meet the demands of depositors.

On June 27, 2019, the Company issued $15.0 million of its 6.35% Fixed-to-Floating Rate Subordinated Notes, due June 30, 2029. The Notes are intended to qualify as Tier 2 capital for regulatory capital purposes for the Company. The Notes have a ten-year term and initially bear interest at a fixed annual rate of 6.35%. Beginning June 30, 2024, the interest rate will reset quarterly to the then-current three-month LIBOR plus 466 basis points. On July 1, 2019, with the approval of the Federal Reserve Bank of San Francisco, the Company used $4.1 million of the proceeds from the Notes to acquire an additional 20% of the stock of ASC Trust LLC, formerly ASC Trust Corporation, at the second closing pursuant to the Stock Purchase Agreement dated May 27, 2016, between the Company and David J. John, as amended to date.  On July 5, 2019, $10.0 million of the balance of the proceeds from the Notes was also used to purchase ten (10) shares of Series B Common Stock from the Bank, with a par value of $1.0 million per share, to support the Bank’s strategic growth.

At March 31, 2021, and at December 31, 2020, the Company had no short-term borrowings.

48


Liquidity

We actively manage our liquidity to ensure that sufficient funds are available to meet our needs for cash, including cash needed to fund new loans and to accommodate deposit withdrawals and other transactions by our customers. We project future sources and uses of funds, and maintain additional liquid funds for unanticipated events. Our primary sources of cash include cash we have in deposits at other financial institutions, the repayment of loans, proceeds from the sale or maturity of investment securities, and increases in deposits. The primary uses of cash include funding new loans and making advances on existing lines of credit, purchasing investments, funding new residential mortgage loans, funding deposit withdrawals, and paying operating expenses. From time to time, we may maintain funds in overnight Federal Funds and other short-term investments to provide for short-term liquidity needs. We also have established, for contingency funding purposes, credit lines with the Federal Reserve Bank of San Francisco, the Federal Home Loan Bank-Seattle, and correspondent commercial banks in the U.S. We believe that our liquid assets, together with our available credit lines, will be sufficient to meet normal operating requirements for at least the next twelve months, including to enable us to meet any increase in withdrawals from depository accounts that might occur in the foreseeable future.

At March 31, 2021, our liquid assets, which include cash and due from banks, interest-earning deposits with financial institutions (excluding restricted cash), and investment securities available-for-sale totaled $854.8 million, up $57.0 million from $797.7 million at December 31, 2020. This increase is comprised of increases of $32.7 million in interest bearing deposits in banks, $22.9 million in investment securities available-for-sale, and $1.4 million in cash and due from banks.

Management believes we have sufficient cash to meet the demands of the distribution of funds under the CARES Act. However, we will monitor our vault cash on a daily basis, and if the need arises we will acquire additional cash by drawing down our deposits with other financial institutions, including the Federal Bank of San Francisco.  

Contractual Obligations

The Bank utilizes facilities, equipment and land under various operating leases with terms, including renewal options, ranging from 1 to 99 years.

The following table provides the maturities of lease liabilities at March 31, 2021:

 

 

 

Operating

Leases (a)

 

 

Total

 

2021

 

$

2,545

 

 

$

2,545

 

2022

 

 

2,780

 

 

 

2,780

 

2023

 

 

2,532

 

 

 

2,532

 

2024

 

 

2,420

 

 

 

2,420

 

2025

 

 

2,288

 

 

 

2,288

 

After 2025

 

 

35,569

 

 

 

35,569

 

Total lease payments

 

$

48,134

 

 

$

48,134

 

Less: Interest (b)

 

 

22,164

 

 

 

22,164

 

Present value of lease liabilities (c)

 

$

25,970

 

 

$

25,970

 

 

Note: For leases commencing prior to 2019, minimum lease payments exclude payments to landlords for real estate taxes and common area maintenance.

 

(a)

Operating lease payments include $21.5 million related to options to extend lease terms that are reasonably certain of being exercised.

 

(b)

Calculated using the incremental borrowing rate based on the lease term for each lease.

 

(c)

Includes the current portion of $2.4 million for operating leases.

 

The Bank leases certain facilities from two separate entities in which two of its directors have separate ownership interests. Lease payments made to these entities during the three months ended March 31, 2021, and 2020, approximated $62 thousand and $59 thousand, respectively.  

Additionally, the Bank leases office space to third parties, with original lease terms ranging from 1 to 3 years with option periods ranging up to 12 years. At March 31, 2021, minimum future rents to be received under non-cancelable operating sublease agreements were $43 thousand, $38 thousand, and $26 thousand for the periods ending December 31, 2021, 2022, and 2023, respectively.

49


A summary of rental activities for the three months ended March 31, 2021, and 2020, respectively, is as follows:

 

 

 

Three Months Ended March 31,

 

 

 

2021

 

 

2020

 

Rent expense

 

$

1,025

 

 

$

1,004

 

Total rent expense

 

$

1,025

 

 

$

1,004

 

 

Off Balance Sheet Arrangements

The Bank is a party to credit-related financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit, standby letters of credit and commercial letters of credit. Such commitments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount reflected in our condensed consolidated financial statements.

The Bank’s exposure to credit loss, in the event of nonperformance by the other parties to financial instruments for loan commitments and letters of credit, is represented by the contractual amount of these instruments. The Bank follows essentially the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments.

A summary of financial instruments with off-balance-sheet risk at March 31, 2021, and December 31, 2020, is as follows:

 

 

 

March 31, 2021

 

 

December 31, 2020

 

Commitments to extend credit

 

$

174,683

 

 

$

159,405

 

 

 

 

 

 

 

 

 

 

Letters of credit:

 

 

 

 

 

 

 

 

Standby letters of credit

 

$

52,046

 

 

$

52,827

 

Commercial letters of credit

 

 

2,565

 

 

 

2,574

 

Total

 

$

54,611

 

 

$

55,401

 

 

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses, and may require payment of a fee. The commitments for certain lines of credit may expire without being drawn upon. Therefore, the total commitment amounts do not necessarily represent future cash requirements. The Bank evaluates each customer’s credit worthiness on a case-by-case basis. The amount of collateral obtained, if it is deemed necessary by the Bank upon extension of credit, is based on management’s credit evaluation of the customer.

Commercial and standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party or the shipment of merchandise from a third party. Those letters of credit are primarily issued to support public and private borrowing arrangements. Almost all letters of credit issued have expiration dates within one year. The credit risk involved in issuing letters of credit is effectively the same as that involved in extending loan facilities to customers. The Bank generally holds collateral supporting those commitments.

The Bank considers its standby and commercial letters of credit to be guarantees. At March 31, 2021, the maximum undiscounted future payments that the Bank could be required to make was $54.6 million. Almost all of these arrangements mature within one year. The Bank generally has recourse to recover from the customer any amounts paid under these guarantees. Most of the guarantees are fully collateralized; however, several that are extended to the Bank’s most creditworthy customers are unsecured. The Bank has recorded $44 thousand in reserve liabilities associated with commitments to extend credit and letters of credit at March 31, 2021.

Mortgage loans serviced for others are not included in the accompanying condensed consolidated statements of financial condition. The unpaid principal balances of mortgage loans serviced for others were $190.9 million and $186.9 million at March 31, 2021, and December 31, 2020, respectively. At March 31, 2021, and December 31, 2020, the Bank recorded mortgage servicing rights of $1.8 million and $1.7 million, respectively.

Capital Resources

The Company and the Bank are subject to various regulatory capital requirements administered by the United States federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s and the Bank’s condensed consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet or exceed specific capital guidelines that involve quantitative measures of their assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices.

50


Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the following table) of total and Tier 1 capital and Common Equity Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier 1 capital (as defined) to average assets (as defined). As of March 31, 2021, and December 31, 2020, the Bank met all capital adequacy requirements to which it is subject.

As of March 31, 2021, the Bank’s capital ratios each exceeded the Federal Deposit Insurance Corporation’s well capitalized standards under the regulatory framework for prompt corrective action. To be categorized as well capitalized, an institution must maintain minimum total risk-based, Tier 1 risk-based and Tier 1 leverage ratios as set forth in the following table. There have been no conditions or events since the most recent FDIC notification that management believes have changed the Bank’s category.

 

The Company’s required and actual capital amounts and ratios as of March 31, 2021, and December 31, 2020, were as follows:

 

 

 

Actual

 

 

For Capital Adequacy

Purposes

 

 

To Be Well Capitalized

Under Prompt Corrective

Action Provisions

 

 

 

Amount

 

 

Ratio

 

 

Amount

 

 

Ratio

 

 

Amount

 

 

Ratio

 

At March 31, 2021:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total capital (to Risk

   Weighted Assets)

 

$

209,035

 

 

 

14.228

%

 

$

117,536

 

 

 

8.000

%

 

$

146,920

 

 

 

10.000

%

Tier 1 capital (to Risk

   Weighted Assets)

 

$

175,448

 

 

 

11.942

%

 

$

88,152

 

 

 

6.000

%

 

$

117,536

 

 

 

8.000

%

Tier 1 capital (to Average

   Assets)

 

$

175,448

 

 

 

7.223

%

 

$

97,156

 

 

 

4.000

%

 

$

121,444

 

 

 

5.000

%

Common Equity Tier 1

   Capital (to Risk Weighted

   Assets)

 

$

165,666

 

 

 

11.276

%

 

$

66,114

 

 

 

4.500

%

 

$

95,498

 

 

 

6.500

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At December 31, 2020:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total capital (to Risk

   Weighted Assets)

 

$

206,381

 

 

 

14.307

%

 

$

115,401

 

 

 

8.000

%

 

$

144,252

 

 

 

10.000

%

Tier 1 capital (to Risk

   Weighted Assets)

 

$

173,141

 

 

 

12.003

%

 

$

86,551

 

 

 

6.000

%

 

$

115,401

 

 

 

8.000

%

Tier 1 capital (to Average

   Assets)

 

$

173,141

 

 

 

7.466

%

 

$

92,765

 

 

 

4.000

%

 

$

115,956

 

 

 

5.000

%

Common Equity Tier 1

   Capital (to Risk Weighted

   Assets)

 

$

163,359

 

 

 

11.325

%

 

$

64,913

 

 

 

4.500

%

 

$

93,764

 

 

 

6.500

%

 

Since the formation of BankGuam Holding Company in 2011, our assets have grown by 118.3% ($1.3 billion), while our stockholders’ equity has increased by 78.8% (69.9 million, including $67.8 million in retained earnings). The growth in equity has helped to increase our capital ratios, and those ratios remain well above the well capitalized standards.

 

The Bank continues to receive a large influx of deposits from federal relief programs due to the COVID-19 pandemic, which largely increased its total cash and cash equivalents on its balance sheet resulting in an increase in its average assets in March 31, 2021 by approximately $109.8 million to $2.43 billion from $2.32 billion in December 31, 2020. This growth resulted in an adverse impact on its ratio of Tier 1 capital to average assets. Management believes that the Bank has the capacity to absorb the growth in total assets, and the tools needed to move deposits off its balance through its Trust services to continue to be above the well capitalized standards under the regulatory framework for prompt corrective action.

Stock Purchase Plan

The Company’s 2011 Employee Stock Purchase Plan (the “2011 Plan”) was adopted by the Company’s Board of Directors and approved by the Company’s Stockholders on May 2, 2011, to replace the Company’s 2001 Non-Statutory Stock Option Plan. This plan was subsequently adopted by the Company after the reorganization. The 2011 Plan is open to all employees of the Company and its subsidiaries who have met certain eligibility requirements.

Under the 2011 Plan, as amended and restated as of July 1, 2012, eligible employees can purchase, through payroll deductions, shares of common stock at a discount. The right to purchase stock is granted to eligible employees during a quarterly offer period that is established from time to time by the Board of Directors of the Company. Eligible employees cannot accrue the right to purchase more than $25 thousand worth of stock at the fair market value at the beginning of each offer period. Eligible employees also may not purchase more than one thousand five hundred (1,500) shares of stock in any one offer period. The shares are purchased at 85% of the fair market price of the stock on the enrollment date.

51


Contingency Planning and Cybersecurity

The Bank has developed a comprehensive business continuity plan to manage disruptions that affect customers or internal processes, whether caused by man-made or natural events. In modern banking, technology has taken on an increasingly important role, and the Bank also has a technology recovery component incorporated into the business continuity plan that provides procedures for recovering from a technology failure. The technology recovery procedures are tested and implemented from time to time. The recovery time objectives for the Bank’s major technological processes range from eight hours to 80 hours, with the goal of enabling the Bank to maintain or resume operations with a minimum impact on its customers. As the results of testing are analyzed and as technology continues to advance, improvements are made in the Bank’s processes and procedures as the plan evolves, although there can be no assurance that business disruption or operational losses will not occur.

The rapid advances in computing and telecommunications technology over the past several decades have brought with them increasingly sophisticated methods of delivering financial services through electronic channels. Along with these advances, though, have come risks regarding the integrity and privacy of data, and these risks apply to banking, falling into the general classification of cybersecurity. The Bank has made substantial investments in multiple systems to ensure both the integrity of its data and the protection of the privacy of its customers’ personal financial and identity information. While it is not possible for anyone to give an absolute guarantee that data will not be compromised, the Bank strives to provide a reasonable assurance that the financial and personal data that it holds are secure.

 

 

Item 4. Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognized that any system of controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by Rules 13a-15(e) and 15d-15(e) under the Exchange Act, in connection with the filing of this Quarterly Report on Form 10-Q, an evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2021. Based on the evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of March 31, 2021, the Company’s disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s Rules and forms and is accumulated and communicated