BERKSHIRE HILLS BANCORP INC - Annual Report: 2021 (Form 10-K)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2021
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 001-15781
BERKSHIRE HILLS BANCORP, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 04-3510455 | |||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| 60 State Street | Boston | Massachusetts | 02109 | |||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
Registrant’s telephone number, including area code: (617) 641-9206,
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of Exchange on which registered | ||||||||||||||||||
| Common stock, par value $0.01 per share | BHLB | New York Stock Exchange | ||||||||||||||||||
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý
No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No ý
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 ý No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definition of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one)
| Large Accelerated Filer | x | Accelerated Filer | ☐ | |||||||||||
| Non-Accelerated Filer | o | 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. o
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of
the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15
U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ý
The aggregate market value of the voting and non-voting common equity held by non-affiliates was approximately $1.4 billion, based upon the closing price of $27.41 as quoted on the New York Stock Exchange as of the last business day of the registrant’s most recently completed second fiscal quarter.
The number of shares outstanding of the registrant’s common stock as of February 25, 2022 was 48,378,891.
DOCUMENTS INCORPORATED BY REFERENCE: Portions of the Proxy Statement for the 2022 Annual Meeting of Shareholders are incorporated by reference in Part III of this Form 10-K.
INDEX
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| TABLE INDEX | |||||||||||
ITEM 1 TABLE 1 — LOAN PORTFOLIO ANALYSIS | |||||||||||
ITEM 7 TABLE 1 — AVERAGE BALANCES, INTEREST AND AVERAGE YIELD COSTS | |||||||||||
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PART I
ITEM 1. BUSINESS
FORWARD-LOOKING STATEMENTS
Certain statements contained in this document that are not historical facts may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (referred to as the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (referred to as the Securities Exchange Act), and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. You can identify these statements from the use of the words “may,” “will,” “should,” “could,” “would,” “plan,” “potential,” “estimate,” “project,” “believe,” “intend,” “anticipate,” “expect,” “target” and similar expressions.
These forward-looking statements are subject to significant risks, assumptions and uncertainties, including among other things, changes in general economic and business conditions, increased competitive pressures, changes in the interest rate environment, legislative and regulatory change, changes in the financial markets, and other risks and uncertainties disclosed from time to time in documents that Berkshire Hills Bancorp files with the Securities and Exchange Commission, including the Risk Factors in Item 1A of this report.
Further, the ongoing COVID-19 pandemic and the related local and national economic disruption may continue to result in a decline in demand for our products and services; increased levels of loan delinquencies, problem assets and foreclosures; an increase in our allowance for loan losses; a decline in the value of loan collateral, including real estate; a greater decline in the yield on our interest-earning assets than the decline in the cost of our interest-bearing liabilities; and increased cybersecurity risks, as employees continue to work remotely. Additionally, financial markets and/or Company operations may be adversely affected by the current or anticipated impact of military conflict, including escalating military tension between Russia and Ukraine, terrorism or other geopolitical events.
Because of these and other uncertainties, Berkshire’s actual results, performance or achievements, or industry results, may be materially different from the results indicated by these forward-looking statements. In addition, Berkshire’s past results of operations do not necessarily indicate Berkshire’s combined future results. You should not place undue reliance on any of the forward-looking statements, which speak only as of the dates on which they were made. Berkshire is not undertaking an obligation to update forward-looking statements, even though its situation may change in the future, except as required under federal securities law. Berkshire qualifies all of its forward-looking statements by these cautionary statements.
GENERAL
Berkshire Hills Bancorp, Inc. (“Berkshire” or “the Company”) is headquartered in Boston, Massachusetts. Berkshire is a Delaware corporation and the holding company for Berkshire Bank (“the Bank”).
Berkshire Bank is transforming what it means to bank its neighbors socially, humanly, and digitally to empower the financial potential of people, families, and businesses in its communities as it pursues its vision of being the leading socially responsible omni-channel community bank in the markets it serves. Berkshire Bank provides business and consumer banking, mortgage, wealth management, and investment services.
At year-end 2021, the Bank had 106 full-service banking offices in its New England and New York footprint. During 2021, the Company opened commercial banking offices in New Haven, CT and Providence, RI. During the year 2021, the Company sold its 8 Mid-Atlantic banking offices and related operations, while maintaining a commercial lending office with an asset-based lending focus. Also during the year, the Bank consolidated 16 branch offices in its New England/New York footprint. and sold its insurance operations.
The emergence of the global COVID-19 pandemic in the first quarter of 2020 affected many aspects of the Company’s operations and financial condition through 2020 and 2021, as further described in other sections of this report. The Company’s markets were initially among the hardest hit areas in the world. Beginning in the first
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quarter of 2021, the Company’s markets were among the leading areas of the country in achieving high rates of vaccination with new vaccines that were deployed.
FILINGS
Information regarding the Company is available through the Investor Relations tab at berkshirebank.com. The Company’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available free of charge at sec.gov and, as soon as reasonably practicable after we electronically file such material with the Securities and Exchange Commission, at berkshirebank.com under the Investor Relations tab. Information on the website is not incorporated by reference and is not a part of this annual report on Form 10-K.
COMPETITION
The Company is subject to strong competition from banks and other financial institutions and financial service providers. Its competition includes national and super-regional banks. Non-bank competitors include credit unions, brokerage firms, insurance providers, financial planners, and the mutual fund industry. New technology is reshaping customer interaction with financial service providers and the increase of internet-accessible financial institutions increases competition for the Company’s customers. The Company generally competes on the basis of customer service, relationship management, and the fair pricing of its products. The location and convenience of branch offices is also a significant competitive factor, particularly regarding new offices. The Company is pursuing a “banker heavy, branch light” model in newer markets, and uses its mobile MyBanker teams which provide personalized service to customers with committed relationships. The Company does not rely on any individual, group, or entity for a material portion of its deposits. Due to recent mergers of in-market bank competitors, the Company is pursuing opportunities to expand its market share and talent recruitment.
LENDING ACTIVITIES
General. The Bank originates loans in the four basic portfolio categories discussed below. Lending activities are limited by federal and state laws and regulations. Loan interest rates and other key loan terms are affected principally by the Bank’s credit policy, asset/liability strategy, loan demand, competition, and the supply of money available for lending purposes. These factors, in turn, are affected by general and economic conditions, monetary policies of the federal government, including the Federal Reserve, legislative tax policies, and governmental budgetary matters. Most of the Bank’s loans held for investment are made in its market areas and are secured by real estate located in its market areas. Lending is therefore affected by activity in these real estate markets. The Bank monitors and manages the amount of long-term fixed-rate lending volume. Adjustable-rate loan products generally reduce interest rate risk but may produce higher loan losses in the event of sustained rate increases. The Bank generally originates loans for investment except for residential mortgages, which are generally originated for sale on a servicing released basis. Additionally, the Bank also originates Small Business Administration ("SBA") 7A loans for sale to investors. The Bank also conducts wholesale purchases and sales of loans and loan participations generally with other banks doing business in its markets, including selected national banks. The information discussed below describes the Company’s ongoing lending activities. The COVID-19 pandemic conditions that affected the Company’s activities in 2021 and 2020 are discussed in Management’s Discussion and Analysis in Item 7 of this report.
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Loan Portfolio Analysis. The following table sets forth the year-end composition of the Bank’s loan portfolio in dollar amounts and as a percentage of the portfolio at the dates indicated. Further information about the composition of the loan portfolio is contained in Note 7 - Loans of the Consolidated Financial Statements.
Item 1 - Table 1 - Loan Portfolio Analysis
| 2021 | 2020 | 2019 | ||||||||||||||||||
| (In millions) | Amount | Percent of Total | Amount | Percent of Total | Amount | Percent of Total | ||||||||||||||
| Loans: | ||||||||||||||||||||
| Construction | $ | 324 | 4.7 | % | $ | 455 | 5.6 | % | $ | 449 | 4.7 | % | ||||||||
| Commercial multifamily | 516 | 7.6 | 483 | 6.0 | 632 | 6.7 | ||||||||||||||
| Commercial real estate owner occupied | 607 | 8.9 | 552 | 6.8 | 673 | 7.1 | ||||||||||||||
| Commercial real estate non-owner occupied | 2,157 | 31.6 | 2,119 | 26.2 | 2,190 | 23.0 | ||||||||||||||
| Commercial and industrial | 1,285 | 18.8 | 1,943 | 24.0 | 1,844 | 19.4 | ||||||||||||||
| Residential real estate | 1,489 | 21.8 | 1,932 | 23.9 | 2,853 | 30.0 | ||||||||||||||
| Home equity | 252 | 3.7 | 294 | 3.7 | 379 | 4.0 | ||||||||||||||
| Consumer other | 196 | 2.9 | 303 | 3.8 | 483 | 5.1 | ||||||||||||||
| Total | $ | 6,826 | 100.0 | % | $ | 8,081 | 100.0 | % | $ | 9,503 | 100.0 | % | ||||||||
Allowance for credit losses (1) | (106) | (127) | (64) | |||||||||||||||||
| Net loans | $ | 6,720 | $ | 7,954 | $ | 9,439 | ||||||||||||||
(1) Beginning January 1, 2020, the allowance calculation is based on current expected loss methodology. Prior to January 1, 2020, the allowance calculation was based on the incurred loss model.
Commercial Real Estate. The Bank originates commercial real estate loans on properties used for business purposes such as small office buildings, industrial, healthcare, lodging, recreation, or retail facilities. Commercial real estate loans are provided on owner-occupied properties and on investor-owned properties. The portfolio includes commercial 1-4 family and multifamily properties. Loans may generally be made with amortizations of up to 30 years and with interest rates that adjust periodically (primarily from short-term to five years). Most commercial real estate loans are originated with final maturities of 10 years or less. As part of its business activities, the Bank also enters into commercial loan participations.
Commercial real estate loans are among the largest of the Bank’s loans, and may have higher credit risk and lending spreads. Because repayment is often dependent on the successful operation or management of the properties, repayment of commercial real estate loans may be affected by adverse conditions in the real estate market or the economy. The Bank seeks to manage these risks through its underwriting disciplines and portfolio management processes. The Bank generally requires that borrowers have debt service coverage ratios (the ratio of available cash flows before debt service to debt service) of at least 1.25 times based on stabilized cash flows of leases in place, with some exceptions for national credit tenants. For variable rate loans, the Bank underwrites debt service coverage to interest rate shocks of 300 basis points or higher based on a minimum of 1.0 times coverage and it uses loan maturities to manage risk based on the lease base and interest sensitivity. Loans at origination may be made up to 80% of appraised value based on property type and risk, with sublimits of 75% or less for designated specialty property types. Generally, commercial real estate loans are supported by full or partial personal guarantees by the principals. Credit enhancements in the form of additional collateral or guarantees are normally considered for start-up businesses without a qualifying cash flow history.
The Bank offers interest rate swaps to certain larger commercial mortgage borrowers. These swaps allow the Bank to originate a mortgage based on short-term published interest rates and allow the borrower to swap into a longer-term fixed rate. The Bank simultaneously sells an offsetting back-to-back swap to an investment grade national bank so that it does not retain this fixed-rate risk. The Bank also records fee income on these interest rate swaps based on the terms of the offsetting swaps with the bank counterparties.
The Bank originates construction loans to developers and commercial borrowers in and around its markets. The maximum loan to value limits for construction loans follow Federal Deposit Insurance Corporation ("FDIC") supervisory limits, up to a maximum of 85 percent. The Bank commits to provide the permanent mortgage
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financing on most of its construction loans on income-producing property. Advances on construction loans are made in accordance with a schedule reflecting the cost of the improvements. Construction loans include land acquisition loans up to a maximum 50 percent loan to value on raw land. Construction loans may have greater credit risk due to the dependence on completion of construction and other real estate improvements, as well as the sale or rental of the improved property. The Bank generally mitigates these risks with presale or preleasing requirements and phasing of construction.
Commercial and Industrial Loans ("C&I"). C&I loans are mostly managed through the Bank’s commercial middle market banking organization. The Bank offers secured commercial term loans with repayment terms which are normally limited to the expected useful life of the asset being financed, and generally not exceeding ten years. The Bank also offers revolving loans, lines of credit, letters of credit, time notes and SBA guaranteed loans. Business lines of credit have adjustable rates of interest and can be committed or are payable on demand, subject to annual review and renewal. Commercial and industrial loans are generally secured by a variety of collateral such as accounts receivable, inventory and equipment, and are generally supported by personal guarantees. Loan-to-value ratios depend on the collateral type and generally do not exceed 80 percent of orderly liquidation value. Some commercial loans may also be secured by liens on real estate. The Bank generally does not make unsecured commercial loans. Commercial loans are of higher risk and are made primarily on the basis of the borrower’s ability to make repayment from the cash flows of its business. Further, any collateral securing such loans may depreciate over time, may be difficult to monitor and appraise and may fluctuate in value. The Bank gives additional consideration to the borrower’s credit history and the guarantor’s capacity to help mitigate these risks. Additionally, the Bank uses loan structures including shorter terms, amortizations, and advance rate limitations to additionally mitigate credit risk. The Company considers these loans, together with its owner-occupied commercial real estate loans, as constituting the primary relationship based component of its commercial lending activities. The loans originated through the Company’s participation in the SBA’s Paycheck Protection Program (“PPP”) lending program in 2020 were classified as C&I loans. This program was an integral component of federal support programs in response to the emergence of the pandemic in the first half of 2020. These loans were viewed as zero credit risk due to the related SBA guarantee. Most of these loans were repaid via SBA forgiveness in 2021. The balance of these PPP loans was $30 million at year-end 2021, compared to $633 million at year-end 2020.
Asset Based Lending. The Asset Based Lending Group serves the commercial middle market in New England, as well as the Bank’s market in northeastern New York and in the Mid-Atlantic. The group expands the Bank’s business lending offerings to include revolving lines of credit and term loans secured by accounts receivable, inventory, and other assets to manufacturers, distributors and select service companies experiencing seasonal working capital needs, rapid sales growth, a turnaround, buyout or recapitalization with credit needs generally ranging from $2 to $25 million. Asset based lending involves monitoring loan collateral so that outstanding balances are always properly secured by business assets, which reduces the risks associated with these loans.
Small Business Banking. This group is also referred to as Business Banking, and handles most business relationships which are smaller than the middle market category. Additionally, some smaller business needs are handled through the Bank’s retail branch system. Berkshire Bank also owns 44 Business Capital, a dedicated SBA 7A program lending team based in the Philadelphia area. This team originates loans in the Northeast, Mid-Atlantic and nationally. 44 Business Capital also works with business banking and small business teams to provide SBA guaranteed loans to business Banking Customers in Berkshire’s footprint. This team sells the guaranteed portions of these loans with servicing retained and the Bank retains the unguaranteed portions of the loans in its C&I loan portfolio. The Bank is a preferred SBA lender and closely manages the servicing portfolio pursuant to SBA requirements. This team is the Bank’s largest source of commercial lending fee revenue, and it is targeting to further expand these operations. Berkshire Bank also owns Firestone Financial Corp. ("Firestone"), which is located in Needham, MA. Firestone originates loans secured by business-essential equipment through over 160 equipment distributors and manufacturers and directly via the end borrower in all 50 states. Key customer segments include the fitness, carnival, gaming, and entertainment industries.
Residential Mortgages. Through its mortgage banking operations, the Bank offers fixed-rate and adjustable-rate residential mortgage loans to individuals with maturities of up to 30 years that are fully amortizing with monthly loan payments. The majority of loans are originated for sale with rate lock commitments which are recorded as
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derivative financial instruments. Mortgages are generally underwritten according to U.S. government sponsored enterprise guidelines designated as “A” or “A-” and referred to as “conforming loans”. The Bank also originates jumbo loans above conforming loan amounts which generally are consistent with secondary market guidelines for these loans and are often held in portfolio. The Bank does not offer subprime mortgage lending programs. The Bank buys and sells seasoned mortgages primarily with smaller financial institutions operating in its markets. The Bank is developing conduit relationships in its markets as an additional business channel for newly originated mortgages.
The majority of the Bank’s secondary marketing is to U.S. secondary market investors on a servicing-released basis. The Bank also sells directly to government sponsored enterprises with servicing retained. Mortgage sales generally involve customary representations and warranties and are nonrecourse in the event of borrower default. The Bank is also an approved originator of loans for sale to the Federal Housing Administration (“FHA”), U.S. Department of Veteran Affairs (“VA”), state housing agency programs, and other government sponsored mortgage programs.
The Bank does not offer interest-only or negative amortization mortgage loans. Adjustable rate mortgage loan interest rates may rise as interest rates rise, thereby increasing the potential for default. The Bank also originates construction loans which generally provide 15-month construction periods followed by a permanent mortgage loan, and follow the Bank’s normal mortgage underwriting guidelines. Mortgage banking also requires flexible and scalable operations due to the volatility of mortgage demand over time. Investor management is integral to maintaining the secondary market support that is required for these operations. In 2021, the Bank entered into a third party relationship to service the residential mortgages and real estate secured consumer loans in its portfolio.
Consumer Loans. The Bank’s consumer loans are centrally underwritten and processed by its experienced consumer lending team based in Syracuse, New York. The Bank’s primary consumer lending activity in recent years was indirect auto lending. In 2019, the Company decided to end the origination of indirect auto loans. The Bank’s other major consumer lending activity is prime home equity lending, following its conforming mortgage underwriting guidelines with more streamlined verifications and documentation. Most of these outstanding loans are prime based home equity lines with a maximum combined loan-to-value of 85 percent. Home equity line credit risks include the risk that higher interest rates will affect repayment and possible compression of collateral coverage on second lien home equity lines. In 2021, the Company expanded its consumer lending in its markets through a third party relationship with a financial technology company which originates unsecured consumer loans through the internet using artificial intelligence technology in combination with the Bank’s underwriting criteria.
Maturity and Sensitivity of Loan Portfolio. The following table shows contractual final maturities of loans at year-end 2021. The contractual maturities do not reflect premiums, discounts, deferred costs, or prepayments.
Item 1 - Table 2A - Loan Contractual Maturity - Scheduled loan amortizations are not included in the maturities presented.
| Contractual Maturity | One Year | One to | Five to | More Than | ||||||||||||||||||||||||||||
| (In thousands) | or Less | Five Years | Fifteen Years | Fifteen Years | Total | |||||||||||||||||||||||||||
| Loans: | ||||||||||||||||||||||||||||||||
| Construction | $ | 80,052 | $ | 142,114 | $ | 87,478 | $ | 14,638 | $ | 324,282 | ||||||||||||||||||||||
| Commercial multifamily | 39,899 | 177,740 | 293,666 | 4,512 | 515,817 | |||||||||||||||||||||||||||
| Commercial real estate owner occupied | 45,827 | 173,858 | 316,684 | 70,108 | 606,477 | |||||||||||||||||||||||||||
| Commercial real estate non-owner occupied | 280,160 | 1,049,631 | 748,396 | 78,742 | 2,156,929 | |||||||||||||||||||||||||||
| Commercial and industrial | 303,706 | 683,365 | 274,324 | 23,034 | 1,284,429 | |||||||||||||||||||||||||||
| Residential real estate | 3,430 | 33,530 | 233,909 | 1,218,379 | 1,489,248 | |||||||||||||||||||||||||||
| Home equity | 1,388 | 4,195 | 65,897 | 180,886 | 252,366 | |||||||||||||||||||||||||||
| Consumer other | 9,396 | 133,138 | 44,001 | 9,764 | 196,299 | |||||||||||||||||||||||||||
| Total | $ | 763,858 | $ | 2,397,571 | $ | 2,064,355 | $ | 1,600,063 | $ | 6,825,847 | ||||||||||||||||||||||
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Item 1 - Table 2B - Total loans due after one year as of December 31, 2021 - fixed and variable interest rates
| (In thousands) | Fixed Interest Rate | Variable Interest Rate | Total | |||||||||||||||||
| Loans: | ||||||||||||||||||||
| Construction | $ | 28,215 | $ | 216,015 | $ | 244,230 | ||||||||||||||
| Commercial multifamily | 115,278 | 360,640 | 475,918 | |||||||||||||||||
| Commercial real estate owner occupied | 199,055 | 361,595 | 560,650 | |||||||||||||||||
| Commercial real estate non-owner occupied | 581,824 | 1,294,945 | 1,876,769 | |||||||||||||||||
| Commercial and industrial | 356,189 | 624,534 | 980,723 | |||||||||||||||||
| Residential real estate | 1,148,983 | 336,835 | 1,485,818 | |||||||||||||||||
| Home equity | 2,045 | 248,933 | 250,978 | |||||||||||||||||
| Consumer other | 180,932 | 5,971 | 186,903 | |||||||||||||||||
| Total | $ | 2,612,521 | $ | 3,449,468 | $ | 6,061,989 | ||||||||||||||
Loan Administration. Lending activities are governed by a loan policy approved by the Board’s Risk Management and Capital Committee. Internal staff perform and monitor post-closing loan documentation review, quality control, and commercial loan administration. The lending staff assigns a risk rating to all commercial loans, excluding point scored small business loans. Management primarily relies on internal risk management staff to review the risk ratings of the majority of commercial loan balances.
The Bank’s lending activities follow written, non-discriminatory underwriting standards and loan origination procedures established by the Risk Management and Capital Committee and Management, under the leadership of the Chief Risk Officer. The Bank’s loan underwriting is based on a review of certain factors including risk ratings, recourse, loan-to-value ratios, and material policy exceptions. The Risk Management and Capital Committee has established individual and combined loan limits and lending approval authorities. Management’s Executive Loan Committee is responsible for commercial loan approvals in accordance with these standards and procedures. Generally, pass rated secured commercial loans can be approved jointly up to $7 million by the business line Managing Director and Credit Director. Loans up to $10 million can be approved with the additional signature of the Chief Credit Officer. Loans in excess of this amount, and designated lower rated loans are approved by the Executive Loan Committee. The Bank tracks loan underwriting exceptions and exception reports are actively monitored by executive lending management.
The Bank’s lending activities are conducted by its salaried and commissioned loan personnel. Designated salaried branch staff originate conforming residential mortgages and receive bonuses based on overall performance. Additionally, the Bank employs commissioned residential mortgage originators. Commercial lenders receive salaries and are eligible for bonuses based on individual and overall performance. The Bank purchases whole loans and participations in loans from banks headquartered in its market and from outside of its market. These loans are underwritten according to the Bank’s underwriting criteria and procedures and are generally serviced by the originating lender under terms of the applicable agreement. The Bank routinely sells newly originated, fixed-rate residential mortgages in the secondary market. Customer rate locks are offered without charge and rate locked applications are generally committed for forward sale or hedged with derivative financial instruments to minimize interest rate risk pending delivery of the loans to the investors. The Bank also sells interest rate derivatives to larger commercial borrowers desiring to fix their interest rates, and includes these derivatives in its underwriting and administrative procedures.
The Bank also sells residential mortgages and commercial loan participations on a non-recourse basis. The Bank issues loan commitments to its prospective borrowers conditioned on the occurrence of certain events. Loan origination commitments are made in writing on specified terms and conditions and are generally honored for up to 60 days from approval; some commercial commitments are made for longer terms. The Company also monitors pipelines of loan applications and has processes for issuing letters of interest for commercial loans and pre-approvals for residential mortgages, all of which are generally conditional on completion of underwriting prior to the issuance of formal commitments.
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The loan policy sets certain limits on concentrations of credit and requires periodic reporting of concentrations to the Risk Management and Capital Committee. The Bank has heightened monitoring of its 25 largest borrower relationships. Commercial real estate is generally managed within federal regulatory monitoring guidelines of 300% of risk based capital for non-owner occupied commercial real estate and 100% for construction loans. The Bank has hold limits for numerous categories of commercial specialty lending including healthcare, hospitality, designated franchises, and leasing, as well as hold limits for designated commercial loan participations purchased. In most cases, these limits are below 100% of risk based capital for all outstanding loans in each monitored category.
Problem Assets. The Bank prefers to work with borrowers to resolve problems rather than proceeding to foreclosure. For commercial loans, this may result in a period of forbearance or restructuring of the loan, which is normally done at current market terms and does not result in a “troubled” loan designation. For residential mortgage loans, the Bank generally follows FDIC guidelines to attempt a restructuring that will enable owner-occupants to remain in their home. However, if these processes fail to result in a performing loan, then the Bank generally will initiate foreclosure or other proceedings no later than the 90th day of a delinquency, as necessary, to minimize any potential loss. Management reports delinquent loans and non-performing assets to the Board quarterly. Loans are generally removed from accruing status when they reach 90 days delinquent, except for certain loans which are well secured and in the process of collection. Loan collections are managed by a combination of the related business units and the Bank’s special assets group, which focuses on larger, riskier collections and the recovery of purchased credit deteriorated loans.
Real estate obtained by the Bank as a result of loan collections, including foreclosures, is classified as real estate owned until sold. When property is acquired it is recorded at fair market value less estimated selling costs at the date of foreclosure, establishing a new cost basis. Holding costs and decreases in fair value after acquisition are expensed. Interest income on accruing troubled debt restructurings totaled $0.2 million for 2021. The total carrying value of troubled debt restructurings was $26.8 million at year-end.
Asset Classification and Delinquencies. The Bank performs an internal analysis of its commercial loan portfolio and assets to classify such loans and assets in a manner similar to that employed by federal banking regulators. There are four classifications for loans with higher than normal risk: Loss, Doubtful, Substandard, and Special Mention. Usually an asset classified as Loss is fully charged-off. Substandard assets have one or more defined weaknesses and are characterized by the distinct possibility that the insured institution will sustain some loss if the deficiencies are not corrected. Doubtful assets have the weaknesses of substandard assets with the additional characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts, conditions, and values questionable, and there is a high possibility of loss. Assets that do not currently expose the insured institution to sufficient risk to warrant classification in one of the aforementioned categories, but possess weaknesses, are designated Special Mention. Please see the additional discussion of non-accruing and potential problem loans in Item 7 and additional information in notes to the financial statements. Impaired loans acquired in business combinations are normally rated Substandard or lower and the fair value assigned to such loans at acquisition includes a component for the possibility of loss if deficiencies are not corrected.
Allowance for Credit Losses on Loans. The Bank’s loan portfolio is regularly reviewed by management to evaluate the adequacy of the allowance for loan losses. Prior to 2020, the allowance represented management’s estimate of inherent incurred losses that are probable and estimable as of the date of the financial statements. The allowance included a specific component for impaired loans (a “specific loan loss reserve”) and a general component for portfolios of all outstanding loans (a “general loan loss reserve”). At the time of acquisition, no allowance for loan losses was assigned to loans acquired in business combinations. These loans were initially recorded at fair value, including the impact of expected losses, as of the acquisition date. An allowance on such loans was established subsequent to the acquisition date through the provision for loan losses based on an analysis of factors including environmental factors.
On January 1, 2020, the Company adopted the new loan loss allowance standard based on Current Expected Credit losses (“CECL”). Under this standard, management makes estimates of future economic conditions over the life of the loan portfolio and other future conditions and arrives at a reasonable estimate of expected loan losses. The basis
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of the allowance changed from an incurred model to an expected model based on this standard. As a result, the amount of the loan loss allowance and the loan loss provision beginning in 2020 is not comparable to prior years. Also, since different banks may use different estimates and arrive at different expectations, comparisons between banks are more difficult. Further, since the accounting is based on future projections our estimates may change significantly from period to period, the amounts of the allowance and provision may be more volatile than under the previous model. Further information about the allowance is discussed further in Note 1 - Summary of Significant Accounting Policies of the Consolidated Financial Statements.
Management believes that it uses the best information available to establish the allowance. However, future adjustments to the allowance for credit losses on loans may be necessary, and results of operations could be adversely affected if circumstances differ substantially from the assumptions used in making its determinations. There can be no assurance that the existing allowance for loan losses is adequate or that increases will not be necessary should the quality of any loan or loan portfolio category deteriorate. Regulatory agencies may require the Bank to make additional provisions for credit losses based upon judgments different from those of management. Any material increase in the allowance may adversely affect the Bank’s financial condition and results of operations.
Item 1 - Table 3 - Credit Quality Ratios
| 2021 | 2020 | 2019 | ||||||||||||||||||
| Ratios: | ||||||||||||||||||||
| Allowance for credit losses/total loans | 1.55 | % | 1.58 | % | 0.67 | % | ||||||||||||||
| Non-accrual loans/total loans | 0.52 | 0.80 | 0.42 | |||||||||||||||||
| Allowance for credit losses/non-accruing loans | 300.33 | 196.01 | 160.38 | |||||||||||||||||
| Net charge-offs/average loans | 0.29 | 0.41 | 0.35 | |||||||||||||||||
Item 1 - Table 3.a - Net charge-offs to average loans for each loan category
| 2021 | 2020 | 2019 | ||||||||||||||||||
| Net charge-offs to average loans: | ||||||||||||||||||||
| Construction | — | % | 0.01 | % | — | % | ||||||||||||||
| Commercial multifamily | — | — | 0.01 | |||||||||||||||||
| Commercial real estate owner occupied | 0.02 | 0.08 | 0.05 | |||||||||||||||||
| Commercial real estate non-owner occupied | 0.18 | 0.12 | — | |||||||||||||||||
| Commercial and industrial | 0.09 | 0.16 | 0.24 | |||||||||||||||||
| Residential real estate | — | 0.01 | 0.01 | |||||||||||||||||
| Home equity | — | — | 0.01 | |||||||||||||||||
| Consumer other | 0.01 | 0.02 | 0.03 | |||||||||||||||||
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The following tables present year-end data for the approximate allocation of the allowance for loan losses by loan categories at the dates indicated (including an apportionment of any unallocated amount). The first table shows for each category the amount of the allowance allocated to that category as a percentage of the outstanding loans in that category. The second table shows the allocated allowance together with the percentage of loans in each category to total loans. Management believes that the allowance can be allocated by category only on an approximate basis. The allocation of the allowance to each category is not indicative of future losses and does not restrict the use of any of the allowance to absorb losses in any category. Due to the impact of accounting standards for acquired loans, data in the accompanying tables may not be comparable between accounting periods.
Item 1 - Table 4A - Allocation of Allowance for Credit Losses by Category (as of year-end)
| 2021 | 2020 | 2019 | ||||||||||||||||||||||||||||||||||||
| (Dollars in thousands) | Amount Allocated | Percent Allocated to Total Loans in Each Category | Amount Allocated | Percent Allocated to Total Loans in Each Category | Amount Allocated | Percent Allocated to Total Loans in Each Category | ||||||||||||||||||||||||||||||||
| Construction | $ | 3,206 | 1.0 | % | $ | 5,111 | 1.1 | % | $ | 2,713 | 0.6 | % | ||||||||||||||||||||||||||
| Commercial multifamily | 6,120 | 1.2 | 5,916 | 1.2 | 4,413 | 0.7 | ||||||||||||||||||||||||||||||||
| Commercial real estate owner occupied | 12,752 | 2.1 | 12,380 | 2.2 | 4,880 | 0.7 | ||||||||||||||||||||||||||||||||
| Commercial real estate non-owner occupied | 32,106 | 1.5 | 35,850 | 1.7 | 16,344 | 0.8 | ||||||||||||||||||||||||||||||||
| Commercial and industrial | 22,584 | 1.8 | 25,013 | 1.3 | 20,099 | 1.1 | ||||||||||||||||||||||||||||||||
| Residential real estate | 22,734 | 1.5 | 28,491 | 1.5 | 9,970 | 0.4 | ||||||||||||||||||||||||||||||||
| Home equity | 4,006 | 1.6 | 6,482 | 2.2 | 1,470 | 0.4 | ||||||||||||||||||||||||||||||||
| Consumer other | 2,586 | 1.3 | 8,059 | 2.7 | 3,686 | 0.8 | ||||||||||||||||||||||||||||||||
Total (1) | $ | 106,094 | 1.6 | % | $ | 127,302 | 1.6 | % | $ | 63,575 | 0.7 | % | ||||||||||||||||||||||||||
(1) Beginning January 1, 2020, the allowance calculation is based on current expected loss methodology. Prior to January 1, 2020, the allowance calculation was based on the incurred loss model.
Item 1 - Table 4B - Allocation of Allowance for Credit Losses (as of year-end)
| 2021 | 2020 | 2019 | ||||||||||||||||||||||||||||||||||||
| (Dollars in thousands) | Amount Allocated | Percent of Loans in Each Category to Total Loans | Amount Allocated | Percent of Loans in Each Category to Total Loans | Amount Allocated | Percent of Loans in Each Category to Total Loans | ||||||||||||||||||||||||||||||||
| Construction | $ | 3,206 | 4.8 | % | $ | 5,111 | 5.6 | % | $ | 2,713 | 4.7 | % | ||||||||||||||||||||||||||
| Commercial multifamily | 6,120 | 7.5 | 5,916 | 6.0 | 4,413 | 6.7 | ||||||||||||||||||||||||||||||||
| Commercial real estate owner occupied | 12,752 | 8.9 | 12,380 | 6.8 | 4,880 | 7.1 | ||||||||||||||||||||||||||||||||
| Commercial real estate non-owner occupied | 32,106 | 31.6 | 35,850 | 26.2 | 16,344 | 23.0 | ||||||||||||||||||||||||||||||||
| Commercial and industrial | 22,584 | 18.8 | 25,013 | 24.0 | 20,099 | 19.4 | ||||||||||||||||||||||||||||||||
| Residential real estate | 22,734 | 21.8 | 28,491 | 23.9 | 9,970 | 30.0 | ||||||||||||||||||||||||||||||||
| Home equity | 4,006 | 3.7 | 6,482 | 3.7 | 1,470 | 4.0 | ||||||||||||||||||||||||||||||||
| Consumer other | 2,586 | 2.9 | 8,059 | 3.8 | 3,686 | 5.1 | ||||||||||||||||||||||||||||||||
Total (1) | $ | 106,094 | 100.0 | % | $ | 127,302 | 100.0 | % | $ | 63,575 | 100.0 | % | ||||||||||||||||||||||||||
(1) Beginning January 1, 2020, the allowance calculation is based on current expected loss methodology. Prior to January 1, 2020, the allowance calculation was based on the incurred loss model.
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INVESTMENT SECURITIES ACTIVITIES
The securities portfolio provides cash flow to protect the safety of customer deposits and as a potential source of liquidity. The portfolio is also used to manage interest rate risk and to earn a reasonable return on investment. Decisions are made in accordance with the Company’s investment policy and include consideration of risk, return, duration, and portfolio concentrations. Day-to-day oversight of the portfolio rests with the Chief Financial Officer and the Treasurer. The Enterprise Risk Management/Asset-Liability Committee meets multiple times each quarter and reviews investment strategies. The Risk Management and Capital Committee of the Board of Directors provides general oversight of the investment function.
Historically, the Company has maintained short-term investment balances as a component of cash and cash equivalents which are a component of short-term liquidity management. Due to the pandemic, with a surge in demand deposits and a reduction in loan balances, the balance of short-term investments has increased due to the comparatively low yields and spreads on longer duration investment securities. Most short-term investments have been maintained at the Federal Reserve Bank of Boston.
The Company has historically maintained a high-quality portfolio of managed duration mortgage-backed securities, together with a portfolio of municipal bonds including national and local issuers and local economic development bonds issued to non-profit organizations. Nearly all of the mortgage-backed securities are issued by Ginnie Mae, Fannie Mae, or Freddie Mac, consisting principally of collateralized mortgage obligations (generally consisting of planned amortization class bonds and pass-through securities). The municipal portfolio provides tax-advantaged yield, and the local economic development bonds were originated by the Company to area borrowers. The Company invests in investment grade corporate bonds and Agency commercial mortgage-backed securities. Purchases of non-investment grade fixed-income securities have consisted primarily of capital instruments issued by local and regional financial institutions. The Company also invests in funds financing community reinvestment projects. The Bank owns restricted equity in the Federal Home Loan Bank of Boston (“FHLBB”) based on its operating relationship with the FHLBB. The Company has various hold limits limiting credit and instrument exposures.
The Company owns an interest rate swap against a tax advantaged economic development bond issued to a local not-for-profit organization, and as a result this security is carried as a trading account security. The Company generally designates debt securities as available for sale, but sometimes designates longer-duration municipal and other securities as held to maturity based on its intent. This also allows the Company to more effectively manage the potential impact of longer-duration, fixed-rate securities on stockholders' equity in the event of rising interest rates.
The following table summarizes year-end 2021 amortized cost, weighted average yields, and contractual maturities of debt securities. Yields are shown on a fully taxable equivalent basis and are based on amortized cost. A significant portion of the mortgage-based securities are planned amortization class bonds. Their expected durations are 3-5 years at current interest rates, but the contractual maturities shown reflect the underlying maturities of the collateral mortgages. Additionally, the mortgage-based securities maturities shown below are based on final maturities and do not include scheduled amortization. Yields include amortization and accretion of premiums and discounts. There were no material changes in the tax-exempt portfolio.
Item 1 - Table 5 - Weighted Average Yield
| One Year or Less | More than One Year to Five Years | More than Five Years to Ten Years | More than Ten Years | Total | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (In millions) | Amortized Cost | Weighted Average Yield | Amortized Cost | Weighted Average Yield | Amortized Cost | Weighted Average Yield | Amortized Cost | Weighted Average Yield | Amortized Cost | Weighted Average Yield | |||||||||||||||||||||||||||||||||||||||||||||||||
| Municipal bonds and obligations | $ | 2.1 | 3.0 | % | $ | 5.5 | 5.0 | % | $ | 36.5 | 5.0 | % | $ | 309.2 | 4.0 | % | $ | 353.3 | 4.0 | % | |||||||||||||||||||||||||||||||||||||||
| Mortgage-backed securities | 0.1 | 2.0 | % | 31.8 | 2.0 | % | 255.4 | 2.0 | % | 1,752.8 | 1.0 | % | 2,040.1 | 2.0 | % | ||||||||||||||||||||||||||||||||||||||||||||
| Other bonds and obligations | 61.0 | — | % | 1.7 | 2.0 | % | 40.1 | 4.0 | % | 22.3 | 3.0 | % | 125.1 | 2.0 | % | ||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 63.2 | 0.3 | % | $ | 39.0 | 2.7 | % | $ | 332.0 | 2.4 | % | $ | 2,084.3 | 1.9 | % | $ | 2,518.5 | 1.9 | % | |||||||||||||||||||||||||||||||||||||||
DEPOSIT ACTIVITIES AND OTHER SOURCES OF FUNDS
Deposits are the major source of funds for the Bank’s lending and investment activities. Deposit accounts are the primary product and service interaction with the Bank’s customers. The Bank serves personal, commercial, non-profit, and municipal deposit customers. Most of the Bank’s deposits are generated from the areas surrounding its branch offices. The Bank offers a wide variety of deposit accounts with a range of interest rates and terms. The Bank also periodically offers promotional interest rates and terms for limited periods of time. The Bank’s deposit accounts consist of demand deposits (non-interest-bearing checking), NOW (interest-bearing checking), regular savings, money market savings, and time certificates of deposit. The Bank emphasizes its transaction deposits – checking and NOW accounts – for personal accounts and checking accounts promoted to businesses. These accounts have the lowest marginal cost to the Bank and are also often a core account for a customer relationship. The Bank offers a courtesy overdraft program to improve customer service, and also provides debit cards and other electronic fee producing payment services to transaction account customers. The Bank offers targeted online and mobile deposit account opening capabilities for personal accounts. The Bank promotes remote deposit capture devices so that commercial accounts can make deposits from their place of business. Additionally, the Bank offers a variety of retirement deposit accounts to personal and business customers. Deposit related fees are a significant source of fee income to the Bank, including overdraft and interchange fees related to debit card usage. Deposit service fee income also includes other miscellaneous transactions and convenience services sold to customers through the branch system as part of an overall service relationship. The Bank offers compensating balance arrangements for larger business customers as an alternative to fees charged for checking account services. Berkshire’s Business Connection is a personal financial services benefit package designed for the employees of its business customers. In addition to providing service through its branches, Berkshire provides services to deposit customers through its private bankers, MyBankers, commercial/small business relationship managers, and call center representatives. Commercial cash management services are an important commercial service offered to commercial and governmental depositors and a fee income source to the bank. The Bank also operates a commercial payment processing business that serves regional and national payroll service bureau customers. Online banking and mobile banking functionality is increasingly important as a component of deposit account access and service delivery. The Bank is also gradually deploying its MyTeller video tellers to complement and extend its service capabilities in its branches. The Bank has partnered with a third party fintech company to provide enhanced online deposit account opening services. The Company also is monitoring the development of payment services which are growing in their importance in the personal and commercial deposit markets.
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The following table presents information concerning average balances and weighted average interest rates on the Bank’s interest-bearing deposit accounts for the years indicated.
Item 1 - Table 6 - Average Balance and Weighted Average Rates for Deposits
| 2021 | 2020 | 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (In millions) | Average Balance | Percent of Total Average Deposits | Weighted Average Rate | Average Balance | Percent of Total Average Deposits | Weighted Average Rate | Average Balance | Percent of Total Average Deposits | Weighted Average Rate | |||||||||||||||||||||||||||||||||||||||||||||||
| Demand | $ | 3,008.5 | 30 | % | — | % | $ | 2,324.6 | 23 | % | — | % | $ | 1,745.2 | 18 | % | — | % | ||||||||||||||||||||||||||||||||||||||
| NOW and other | 976.4 | 10 | 0.1 | 1,216.6 | 12 | 0.3 | 1,053.9 | 11 | 0.6 | |||||||||||||||||||||||||||||||||||||||||||||||
| Money market | 3,293.5 | 32 | 0.2 | 2,713.6 | 26 | 0.6 | 2,542.6 | 26 | 1.2 | |||||||||||||||||||||||||||||||||||||||||||||||
| Savings | 1,111.6 | 11 | 0.1 | 914.1 | 9 | 0.1 | 798.2 | 8 | 0.2 | |||||||||||||||||||||||||||||||||||||||||||||||
| Time | 1,678.9 | 17 | 0.9 | 3,102.9 | 30 | 1.7 | 3,754.2 | 37 | 2.0 | |||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 10,068.9 | 100 | % | 0.3 | % | $ | 10,271.8 | 100 | % | 0.7 | % | $ | 9,894.1 | 100 | % | 1.2 | % | ||||||||||||||||||||||||||||||||||||||
Estimated uninsured deposits were $3.7 billion and $4.1 billion at December 31, 2021 and 2020, respectively. At year-end 2021, time deposits in excess of the FDIC insurance limit and estimated time deposits that are otherwise uninsured by maturity were as follows:
Item 1 - Table 7 - Maturity of Deposits >$250,000
| Maturity Period | Time Deposits that Meet or Exceed the FDIC Insurance Limit | Estimated Aggregate Time Deposits that Meet or Exceed the FDIC Insurance Limit and Otherwise Uninsured Time Deposits | ||||||||||||
| (In thousands) | ||||||||||||||
| Three months or less | $ | 114,373 | $ | 180,053 | ||||||||||
| Over 3 months through 6 months | 102,789 | 153,912 | ||||||||||||
| Over 6 months through 12 months | 77,235 | 123,310 | ||||||||||||
| Over 12 months | 97,390 | 177,493 | ||||||||||||
| Total | $ | 391,787 | $ | 634,768 | ||||||||||
The Bank’s deposits are insured by the FDIC. The Bank utilizes brokered time deposits to broaden its funding base, augment its interest rate risk management vehicles, and to support loan growth. The Bank also offers brokered reciprocal money market arrangements to provide additional deposit protection to certain large commercial and institutional accounts. These balances are viewed as part of overall relationship balances with regional customers. Brokered deposits are sourced through selected Board approved brokers; these deposits are viewed as potentially more volatile than other deposits and are managed as a component of the Bank's liquidity policies.
The Company also uses borrowings from the FHLBB as an additional source of funding, particularly for daily cash management and for funding longer duration assets. FHLBB advances also provide more pricing and option alternatives for particular asset/liability needs. The FHLBB functions as a central reserve bank providing credit for member institutions. As an FHLBB member, the Company is required to own capital stock of the organization. Borrowings from this institution are secured by a blanket lien on most of the Bank’s mortgage loans and mortgage-related securities, as well as certain other assets. Advances are made under several different credit programs with different lending standards, interest rates, and range of maturities. The Bank also has access to borrowings from the Federal Reserve Bank of Boston.
The Company had a $15 million trust preferred obligation and a $7 million trust preferred obligation outstanding, as well as $74 million in senior subordinated notes at year-end 2021. The Company’s common stock is listed on the New York Stock Exchange under the ticker “BHLB”. Subject to certain limitations, the Company can also choose
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to issue common stock, preferred stock, subordinated debt, or senior debt in public stock offerings or private placements. In 2020, the Company renewed its universal securities shelf registration with the SEC to facilitate potential future capital issuances. The Company has maintained a shelf registration as part of its routine capital management for many years.
DERIVATIVE FINANCIAL INSTRUMENTS
The Company offers interest rate swaps to commercial loan customers who wish to fix the interest rates on their loans, and the Company backs these swaps with offsetting swaps with national bank counterparties. With other lending institutions, the Company engages in risk participation agreements. These arrangements are structured similarly to its swaps with commercial borrowers, but a different bank is the lead underwriter. The Company gets paid a fee to take on the risk associated with having to make the lead bank whole on Berkshire’s portion of the pro-rated swap should the borrower default. These swaps are designated as economic hedges. Interest rate swaps that meet certain criteria to be viewed as conforming are required to be cleared through exchanges. The Bank has designated a national financial institution as its clearing agent.
The Company’s mortgage banking activities result in derivatives. Commitments to lend are provided on applications for residential mortgages intended for resale and are accounted for as non-hedging derivatives. The Company arranges offsetting forward sales commitments for most of these rate-locks with national bank counterparties, which are designated as economic hedges. Commitments on applications intended to be held for investment are not accounted for as derivative financial instruments. The Company has a policy for managing its derivative financial instruments, and the policy and program activity are overseen by the Risk Management and Capital Committee. Derivative financial instruments with counterparties which are not customers are limited to a select number of national financial institutions. Collateral may be required based on financial condition tests. The Company works with third-party firms which assist in marketing derivative transactions, executing transactions, and providing information for bookkeeping and accounting purposes.
The Company sometimes uses interest rate swap instruments for its own account to fix the interest rate on some of its borrowings, all of which have been designated as cash flow hedges. The Company also has begun offering forward foreign exchange derivatives to its commercial markets as part of its expanded international banking services. The Company expects to back these forwards with offsetting forwards with national bank counterparties. This activity would be targeted to support routine commercial needs of customers engaged in international trading activities and would only be offered for bank approved currencies and durations.
LIBOR BASED INSTRUMENTS
The Company’s floating-rate funding, certain hedging transactions and certain of the Company’s products, such as floating-rate loans and mortgages, determine the applicable interest rate or payment amount by reference to a benchmark rate using the London Interbank Offered Rate (“LIBOR”). Pursuant to bank regulations, the use of LIBOR as an index for new contracts was prohibited beginning in 2022. The use of LIBOR as an index on existing “Legacy” contracts will be discontinued beginning in 2023. There is further discussion of the LIBOR transition in Item 1A and Item 7 of this report.
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WEALTH MANAGEMENT SERVICES
The Company’s Wealth Management Group provides consultative investment management, trust administration, and financial planning to individuals, businesses, and institutions, with an emphasis on personal investment management. The Wealth Management Group has built a track record over more than a decade with its dedicated in-house investment management team. The Bank also provides a full line of investment products, financial planning, and brokerage services through BerkshireBanc Investment Services utilizing Commonwealth Financial Network as the broker/dealer. The Bank is integrating with its growing private banking and MyBanker teams to further develop wealth management account generation. The Wealth Management Group reported $1.7 billion in total assets under management at year-end 2021. The Company expanded this team during the year and introduced Socially Responsible Investment portfolios as another element of the Company’s overall vision of being a leading socially responsible company.
HUMAN CAPITAL MANAGEMENT
Berkshire’s people are the core of its ability to deliver on its Berkshire’s Exciting Strategic Transformation (BEST) plan and vision of being a high performing, leading socially responsible community bank in New England and beyond. The Company’s approach to human capital management is grounded in its Be FIRST values and focuses on:
•Strong oversight and risk management practices
•Recruitment
•Compensation & Benefits
•Retention, Training, Development & Engagement
•Health & Wellness
Oversight
The Board of Directors has ultimate responsibility for the strategy of the Company. The Compensation Committee of the Board of Directors oversees executive compensation matters and the Corporate Responsibility & Culture committee oversees company culture, diversity, and employee engagement. The Company proactively identifies potential human capital related risks, such as the labor market shortage, rising labor costs, and employee retention and designs strategies to mitigate those risks. Strong human capital management is viewed as integral to the Company's strategic transformation.
Recruitment
Berkshire operates in a highly competitive labor market with strong competition for top talent. To help power Berkshire’s transformation, it relies on and continues to recruit employees with the right mix of skills, expertise and experiences. The Company leverages several strategies to support its talent pipeline and talent acquisition activities including internship placements, affinity group relationships, and the use of experienced recruiters for key management and specialized positions. Berkshire continues to pursue a hybrid work model to expand its access to top talent and provide its employees with workplace flexibility. These strategies have proved effective in meeting the demand for talent demonstrated by the Company’s strong track record attracting new talent across retail, commercial, wealth management, business banking and operational areas. In addition, as market disruptions from mergers remain, Berkshire will continue to leverage its differentiated brand and unique market positioning to hire community-focused bankers from its competitors.
Compensation & Benefits
While the labor market shortage and other factors can contribute to increased labor costs, Berkshire continually evaluates its strategies and looks at best practices to provide competitive pay and benefits packages that reward performance and retain top talent at all levels of the Company. The Company offers comprehensive medical coverage, paid vacation and personal time, along with other benefits, all of which are available to married same-sex or different-sex couples as well as domestic partners. In addition to its compensation and health benefits, Berkshire offers volunteer-time off, an employee assistance program, regular performance reviews and the You FIRST Fund to help employees impacted by personal financial hardships.
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Retention, Training, Development & Engagement
Strong employee retention will help reduce expense, create efficiencies and contribute to the success of BEST. In addition to compensation and benefits packages, Berkshire employs a collection of strategies to strengthen employee retention. The Company offers a menu of development and training programs consistent with one’s job responsibilities and professional goals including a mentoring program to pair high potential junior employees with senior staff. Berkshire continues to reskill and upskill employees from across the Company to take on new responsibilities and roles. For employees looking to expand their professional experience in the classroom, the Company offers an education assistance program. In 2021, Berkshire further enhanced its commitment to creating a strong workplace culture by rolling out a comprehensive employee engagement survey to identify strengthens and opportunity areas within the organization. Action plans were developed in areas that did not meet the Company’s high expectations. It expects to continue to enhance its efforts through intentional actions including offering a new employee rewards and recognition program.
Health & Wellness
Like all businesses, Berkshire has been impacted by the ongoing COVID-19 pandemic and continues to proactively manage impacts to protect the health and safety of its employees, customers and communities as well as retain and attract top talent. During the height of the pandemic, the Company provided protective equipment to front-line employees, including masks and gloves, and offered all additional paid sick time, paid vaccine time, paid quarantine/isolation leave, job protected personal leave, flexible work schedules for remote employees, premium pay for onsite employees and maintained full pay for employees with reduced schedules, as a result of the pandemic. The Company continues to maintain a largely hybrid working environment with the majority of non-branch staff working remotely at least part-time.
Future of the Workplace
Berkshire continues to evolve and enhance its human capital management strategies to help drive organizational growth in support of BEST while combating risks, such as the labor market shortage and rising labor costs. The Company intends to continue to evolve its workplace model into a hybrid environment over the long-term. It also plans to pursue its DigiTouch™ service delivery model, a powerful combination of personal service driven by bankers fused with the convenience of user-centric technology that combined, delivers a superior customer experience. While technology will play a bigger role in the future of Berkshire helping to improve processes and drive efficiencies, people will always be at the core of its ability to deliver value to its customers and communities. The Company remains confident that the Berkshire brand, value proposition and socially-responsible vision will continue to be a differentiator in the market and help overcome labor market disruptions.
| Human Capital* | ◦Total Full Time Equivalent | 1319 | ||||||
◦Turnover Rate | 31% | |||||||
◦Retention Rate | 64% | |||||||
*All metrics reported are as of or for the year-ended December 31, 2021.
Diversity, Equity & Inclusion
Creating a diverse, equitable, and inclusive workplace is a critical component to the success of Berkshire’s Exciting Strategic Transformation (BEST) and its BEST Community Comeback. At the core of Berkshire’s strategy is a goal to ensure that its workforce reflects the communities in which it operates, that its employees feel that they are valued and can reach their full potential and that it leverages its core business to improve the access and affordability of financial solutions to support economic growth of under-represented populations and communities.
The Company instituted a strong foundation of governance practices to ensure that diversity, equity and inclusion is embedded into Berkshire’s business activities. This includes the Corporate Responsibility & Culture Committee of the Board of Directors which has ultimate oversight responsibility. Berkshire’s Diversity, Equity & Inclusion Committee, which reports into the Board committee, provides additional management level oversight to the Company’s programming and performance. To further strengthen those efforts in 2021, Berkshire named a Senior Vice President/Chief Diversity Officer.
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The Company continues to work to improve representation within its workplace leveraging a combination of strategies. Berkshire identifies opportunities in targeted markets and business lines, develops deeper partnerships with non-profit organizations and affinity groups and uses external recruitment professionals to ensure it receives candidate pools that reflect the rural and urban communities in which it operates. In addition, the Company regularly reviews the gender and ethnic diversity of its workforce at the employee, manager and executive management level.
| Diversity & Inclusion* | ◦Percent of women in workforce | 67 | % | |||||
◦Percent of ethnic minorities in workforce | 15 | % | ||||||
◦Percent of women on the Board | 25 | % | ||||||
◦Percent of ethnic minorities on the Board | 25 | % | ||||||
◦Percent of women in management (officer+) | 20 | % | ||||||
◦Percent of ethnic minorities in management officer+) | 4 | % | ||||||
*All metrics reported are as of December 31, 2021.
Berkshire provides a full suite of diversity, equity & inclusion trainings to build understanding and afford employees with strategies they can put into practice. All employees complete training annually. In addition, Berkshire offers seven Employee Resource Groups (ERGs) each playing an integral role for employees and the culture of the company. Every Employee Resource Group provides a safe space for dialogue, education, and collective action on topics relevant to their members and the Company. Through the ERGs, employees concerns and ideas to strengthen Berkshire’s culture are elevated to members of management and the Diversity, Equity & Inclusion Committee for action, empowering employees to collectively be engines of positive change within the workplace.
Additional information on Berkshire’s Human Capital Management and Diversity, Equity & Inclusion practices can be found in the Company’s annual Corporate Responsibility Report, which details the company's environmental, social and governance programs.
SUBSIDIARY ACTIVITIES
The Company wholly-owns Berkshire Bank. The Bank operates as a commercial bank under a Massachusetts trust company charter. Berkshire Bank owns Firestone Financial, LLC which is a Massachusetts limited liability company, as well as consolidated subsidiaries operated as Massachusetts securities corporations and other subsidiary entities. The Company also owns all of the common stock of Delaware statutory business trusts, Berkshire Hills Capital Trust I and SI Capital Trust II. The capital trusts are unconsolidated and their only material assets are trust preferred securities related to the junior subordinated debentures reported in the Company’s Consolidated Financial Statements. Additional information about the subsidiaries is contained in Exhibit 21 to this report.
REGULATION AND SUPERVISION
The Company is a Delaware corporation and a bank holding company that has elected financial holding company status within the meaning of the Bank Holding Company Act of 1956, as amended. As such, it is registered with, supervised by and required to comply with the rules and regulations of the Federal Reserve Board. The Federal Reserve Board requires the Company to file various reports and also conducts examinations of the Company. The Company must receive the approval of the Federal Reserve Board to engage in certain transactions, such as acquisitions of additional banks and savings associations, and the Company must seek nonobjection for various capital actions, including stock repurchases.
The Bank is a Massachusetts-chartered trust company and its deposits are insured up to applicable limits by the FDIC. The Bank was previously a Massachusetts-chartered savings bank and converted to a Massachusetts-chartered trust company in July 2014. The Bank is subject to extensive regulation by the Massachusetts Commissioner of Banks (the “Commissioner”), as its chartering agency, and by the FDIC, as its deposit insurer. The Bank is required to file reports with the Commissioner and the FDIC concerning its activities and financial condition in addition to obtaining regulatory approvals prior to entering into certain transactions such as mergers
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with, or acquisitions of, other depository institutions or branches of other institutions. Under specified conditions, the Bank must also seek regulatory approval of capital distributions to the Company, its sole shareholder.
The Commissioner and the FDIC conduct periodic examinations to test the Bank’s safety and soundness and compliance with various regulatory requirements. The regulatory structure gives the regulatory authorities extensive discretion in connection with supervisory and enforcement activities and examination policies, including policies with respect to the classification of assets and the establishment of adequate loan loss reserves for regulatory purposes. Any change in such regulatory requirements and policies, whether by the Commissioner, the Massachusetts legislature, the FDIC, the Federal Reserve Board, or Congress, could have a material adverse impact on the Company, the Bank, and their operations.
Certain regulatory requirements applicable to the Company and the Bank are referred to below. The description of statutory provisions and regulations applicable to financial institutions and their holding companies set forth in this Form 10-K does not purport to be a complete description of such statutes and regulations and their effects on the Company and is qualified in its entirety by reference to the actual laws and regulations. A summary of the regulatory requirements referred to below is as follows:
•Massachusetts Banking Laws and Supervision
•Federal Regulations
•Enforcement
•Holding Company Regulation
•Mergers and Acquisitions
•Other Regulations
•Taxation
Massachusetts Banking Laws and Supervision
General. As a Massachusetts-chartered depository institution, the Bank is subject to various Massachusetts statutes and regulations which govern, among other things, investment powers, lending and deposit-taking activities, borrowings, maintenance of surplus and reserve accounts, distribution of earnings and payment of dividends. In addition, the Bank is subject to Massachusetts consumer protection and civil rights laws and regulations. The approval of the Commissioner is required for a Massachusetts-chartered institution to establish or close branches, merge with other financial institutions, issue stock, and undertake certain other activities.
Massachusetts law and regulations generally allow Massachusetts institutions to engage in activities permissible for federally chartered banks or banks chartered by another state. There is a 30-day notice procedure to the Commissioner in order to engage in such activities. Massachusetts law also authorized Massachusetts institutions to engage in activities determined to be “financial in nature,” or incidental or complementary to such a financial activity, subject to a 30-day notice to the Commissioner.
Dividends. Under Massachusetts law, the Bank may declare cash dividends from net profits not more frequently than quarterly and non-cash dividends at any time. No dividends may be declared, credited, or paid if the institution’s capital stock is impaired. An institution with outstanding preferred stock may not, without the prior approval of the Commissioner, declare dividends to the common stock without also declaring dividends to the preferred stock. The approval of the Commissioner is generally required if the total of all dividends declared in any calendar year exceeds the total of its net profits for that year combined with its retained “net profits,” as defined, of the preceding two years. The approval of both the Commissioner and the FDIC is required for the Bank to pay a dividend from its surplus account, which was the case during 2021 as to Bank dividends to the Company, and is expected to be the case for 2022.
Loans to One Borrower Limitations. Massachusetts banking law grants broad lending authority. However, with certain limited exceptions, total obligations of one borrower to an institution may not exceed 20.0% of the total of the institution’s capital, which is defined under Massachusetts law as the sum of the institution’s capital stock, surplus account and undivided profits.
Investment Activities. In general, Massachusetts-chartered institutions may invest in preferred and common stock of any corporation organized under the laws of the United States or any state provided such investments do not involve control of any corporation and do not, in the aggregate, exceed 4.0% of the bank’s deposits. Massachusetts-
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chartered institutions may also invest an amount equal to 1.0% of their deposits in stocks of Massachusetts corporations or companies with substantial employment in Massachusetts which have pledged to the Commissioner that such monies will be used for further development within the Commonwealth. However, these powers are constrained by federal law, which generally limit the activities and equity investments of state banks to those permitted for national banks.
Regulatory Enforcement Authority. Any Massachusetts-chartered institution that does not operate in accordance with the regulations, policies, and directives of the Commissioner may be sanctioned for non-compliance, including seizure of the property and business of the institution and suspension or revocation of its charter. The Commissioner may, under certain circumstances, suspend or remove officers or directors who have violated the law, conducted the institution’s business in a manner which is unsafe, unsound or contrary to the depositors’ interests, or been negligent in the performance of their duties. In addition, upon finding that an institution has engaged in an unfair or deceptive act or practice, the Commissioner may issue an order to cease and desist and impose a fine on the institution concerned. Finally, Massachusetts consumer protection and civil rights statutes applicable to the Bank permit private individual and class action lawsuits and provide for the rescission of consumer transactions, including loans, and the recovery of statutory and punitive damage and attorney’s fees in the case of certain violations of those statutes.
Massachusetts has other statutes or regulations that are similar to the federal provisions discussed below.
Federal Regulations
Capital Requirements. Federal regulations require FDIC insured depository institutions to meet several minimum capital standards: a common equity Tier 1 capital to risk-based assets ratio of 4.5%, a Tier 1 capital to risk-based assets ratio of 6.0%, a total capital to risk-based assets of 8.0%, and a 4.0% Tier 1 capital to total assets leverage ratio. The definitions of these capital categories and the ratio metrics are set out in federal regulations. In addition to establishing the minimum regulatory capital requirements, the regulations limit capital distributions and certain discretionary bonus payments to management if the institution does not hold a “capital conservation buffer” consisting of 2.5% of common equity Tier 1 capital to risk-weighted asset above the amount necessary to meet its minimum risk-based capital requirements.
In assessing an institution’s capital adequacy, the FDIC takes into consideration not only these numeric factors, but qualitative factors as well, and has the authority to establish higher capital requirements for individual institutions where deemed necessary. As a bank holding company, the Company is also subject to regulatory capital requirements, as described in a subsequent section.
Interstate Banking and Branching. Federal law permits an institution, such as the Bank, to acquire another institution by merger in a state other than Massachusetts unless the other state has opted out. Federal law, as amended by the Dodd-Frank Act, authorizes de novo branching into another state to the extent that the target state allows its state-chartered banks to establish branches within its borders. As of December 31, 2021, the Bank operated branches in New York, Vermont, Connecticut and Rhode Island, as well as Massachusetts. At its interstate branches, the Bank may conduct any activity authorized under Massachusetts law that is permissible either for an institution chartered in that state (subject to applicable federal restrictions) or a branch in that state of an out-of-state national bank. The New York State Superintendent of Banks, the Vermont Commissioner of Banking and Insurance, the Connecticut Commissioner of Banking and the Director of the Rhode Island Department of Business Regulation may exercise certain regulatory authority over the Bank’s branches in their respective states.
Prompt Corrective Regulatory Action. Federal law requires that federal bank regulatory authorities take “prompt corrective action” with respect to banks that do not meet minimum capital requirements. At December 31, 2021, the Bank met the criteria for being considered “well capitalized” as defined in the prompt corrective action regulations.
The law establishes three categories of capital deficient institutions: undercapitalized, significantly undercapitalized, and critically undercapitalized. The FDIC regulations implementing the prompt corrective action law were amended to incorporate the previously discussed increased regulatory capital standards that were effective January 1, 2015. An institution is deemed to be “well capitalized” if it has a total risk-based capital ratio of 10.0% or greater, a Tier 1 risk-based capital ratio of 8.0% or greater, a leverage ratio of 5.0% or greater, and a common equity Tier 1 ratio of
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6.5% or greater. An institution is “adequately capitalized” if it has a total risk-based capital ratio of 8.0% or greater, a Tier 1 risk-based capital ratio of 6.0% or greater, a leverage ratio of 4.0% or greater, and a common equity Tier 1 ratio of 4.5% or greater. An institution is “undercapitalized” if it has a total risk-based capital ratio of less than 8.0%, a Tier 1 risk-based capital ratio of less than 6.0%, a leverage ratio of less than 4.0%, or a common equity Tier 1 ratio of less than 4.5%. An institution is deemed to be “significantly undercapitalized” if it has a total risk-based capital ratio of less than 6.0%, a Tier 1 risk-based capital ratio of less than 4.0%, a leverage ratio of less than 3.0%, or a common equity Tier 1 ratio of less than 3.0%. An institution is considered to be “critically undercapitalized” if it has a ratio of tangible equity (as defined in the regulations) to total assets that is equal to or less than 2.0%.
“Undercapitalized” banks must adhere to growth, capital distribution (including dividend), and other limitations and are required to submit a capital restoration plan. A bank’s compliance with such plans must be guaranteed by its holding company in an amount equal to the lesser of 5% of the institution’s total assets when deemed “undercapitalized” or the amount needed to comply with regulatory capital requirements. If an “undercapitalized” bank fails to submit an acceptable plan, it is treated as if it is “significantly undercapitalized.” “Significantly undercapitalized” banks must comply with one or more of a number of additional restrictions, including but not limited to an order by the FDIC to sell sufficient voting stock to become “adequately capitalized,” requirements to reduce assets and cease receipt of deposits from correspondent banks or dismiss directors or officers, and restrictions on interest rates paid on deposits, compensation of executive officers, and capital distributions by the holding company. “Critically undercapitalized” institutions must comply with additional sanctions including, subject to a narrow exception, the appointment of a receiver or conservator within 270 days after it obtains such status.
Transactions with Affiliates and Loans to Insiders. Transactions between depository institutions and their affiliates are governed by Sections 23A and 23B of the Federal Reserve Act. In a holding company context, at a minimum, the parent holding company of an institution and any companies which are controlled by the holding company are affiliates of the institution. Generally, Section 23A limits the extent to which the institution or its subsidiaries may engage in “covered transactions,” such as loans, with any one affiliate to 10% of such institution’s capital stock and surplus. There is also an aggregate limit on all such transactions with all affiliates to 20% of capital stock and surplus. Loans to affiliates and certain other specified transactions must comply with specified collateralization requirements. Section 23B requires that transactions with affiliates be on terms that are no less favorable to the institution or its subsidiary as similar transactions with non-affiliates.
Federal law also restricts an institution with respect to loans to directors, executive officers, and principal stockholders (“insiders”). Loans to insiders and their related interests may not exceed, together with all other outstanding loans to such persons and affiliated entities, the institution’s total capital and surplus. Loans to insiders above specified amounts must receive the prior approval of the Board of Directors. Further, loans to insiders must be made on terms substantially the same as offered in comparable transactions to other persons, except that such insiders may receive preferential loans made under a benefit or compensation program that is widely available to the institution’s employees and does not give preference to the insider over the employees. Federal law places additional limitations on loans to executive officers. Massachusetts law previously had a separate law regarding insider transactions, but that law was amended in 2015 to generally incorporate the federal restrictions.
Insurance of Deposit Accounts. The Bank’s deposit accounts are insured by the Deposit Insurance Fund of the FDIC up to applicable limits. The FDIC insures deposits up to the standard maximum deposit insurance amount (“SMDIA”) of $250,000.
The FDIC charges insured depository institutions premiums to maintain the Deposit Insurance Fund. The Dodd-Frank Act required the FDIC to revise its procedures to base its assessments upon each insured institution’s total assets less tangible equity instead of deposits.
Under the FDIC’s risk-based assessment system, insured institutions are assessed based on perceived risk to the Deposit Insurance Fund with institutions deemed less risky pay lower FDIC assessments. Assessments for institutions with $10 billion or more of assets are primarily based on a scorecard approach by the FDIC, including factors such as examination ratings and modeling measuring the institution’s ability to withstand asset-related and funding-related stress and potential loss to the Deposit Insurance Fund should the bank fail. The assessment range
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(inclusive of possible adjustments specified by the regulations) for institutions with greater than $10 billion of total assets is 1.5 to 40 basis points.
Insurance of deposits may be terminated by the FDIC upon a finding that the institution has engaged in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, rule, order or condition imposed by a regulator. Management does not know of any practice, condition or violation that might lead to termination of FDIC deposit insurance.
The FDIC has authority to increase insurance assessments. A significant increase in insurance premiums would likely have an adverse effect on the operating expenses and results of operations of the Bank. Management cannot predict what insurance assessment rates will be in the future.
Federal Home Loan Bank System. The Bank is a member of the Federal Home Loan Bank system, which consists of 12 regional Federal Home Loan Banks that provide a central credit facility primarily for member institutions. The Bank, as a member, is required to acquire and hold shares of capital stock in the FHLBB.
The Federal Home Loan Banks are required to provide funds for certain purposes including contributing funds for affordable housing programs. These requirements, and general financial results, could reduce the amount of dividends that the Federal Home Loan Banks pay to their members and result in the Federal Home Loan Banks imposing a higher rate of interest on advances to their members. Historically, the FHLBB has paid dividends to member banks based on money market rates.
Enforcement
The FDIC has primary federal enforcement responsibility over state-chartered banks that are not members of Federal Reserve System, which includes the Bank. The FDIC has authority to bring enforcement actions against such institutions and their “institution-related parties,” including officers, directors, certain shareholders, and attorneys, appraisers and accountants who knowingly or recklessly participate in wrongful action likely to have an adverse effect on an insured institution. Formal enforcement action may range from the issuance of a capital directive or cease and desist order to removal of officers and/or directors of the institution or receivership or conservatorship in certain circumstances. Potential civil money penalties cover a wide range of violations and actions, and are adjusted annually for inflation. Such penalties currently range up to more than $50 thousand per day or, in extreme cases, as high as $2 million per day.
Holding Company Regulation
General. The Company is subject to examination, regulation, and periodic reporting as a bank holding company under the Bank Holding Company Act of 1956, as amended. The Company is required to obtain the prior approval of the Federal Reserve Board to acquire all, or substantially all, of the assets of any other bank or bank holding company. Prior Federal Reserve Board approval would be required for the Company to acquire direct or indirect ownership or control of any voting securities of any bank or bank holding company if, after such acquisition, it would, directly or indirectly, own or control more than five percent of any class of voting shares of the bank or bank holding company.
A bank holding company is generally prohibited from engaging in non-banking activities, or acquiring direct or indirect control of more than five percent of the voting securities of any company engaged in non-banking activities. The Federal Reserve Board has allowed by regulation some exceptions based on activities closely related to banking including: (i) making or servicing loans; (ii) performing certain data processing services; (iii) providing discount brokerage services; (iv) acting as fiduciary, investment or financial advisor; and (v) acquiring a savings and loan association whose direct and indirect activities are limited to those permitted for bank holding companies.
The Gramm-Leach-Bliley Act of 1999 authorized a bank holding company that meets specified conditions, including being “well capitalized” and “well managed” as defined in the regulations, to opt to become a “financial holding company” and thereby engage in a broader array of financial activities. Such activities can include insurance and investment banking. The Company has elected to become a financial holding company.
The Company is subject to the Federal Reserve Board’s capital adequacy requirements for bank holding companies. The Dodd-Frank Act required the Federal Reserve Board to promulgate consolidated capital requirements for depository institution holding companies that are no less stringent, both quantitatively and in terms of components
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of capital, than those applicable to institutions themselves. Consolidated regulatory capital requirements identical to those applicable to the Bank apply also to the Company.
Federal Reserve Board policy requires that a bank holding company serve as a source of financial strength to its subsidiary banks by standing ready to use available resources to provide adequate capital funds to those banks during periods of financial stress or adversity and by maintaining the financial flexibility and capital-raising capacity to obtain additional resources for assisting its subsidiary banks where necessary. The Dodd-Frank Act codified the source of strength doctrine.
The Federal Reserve Board has issued a policy statement regarding the payment of dividends and the repurchase of shares of common stock by bank holding companies. In general, the policy provides that dividends should be paid only out of current earnings and only if the prospective rate of earnings retention by the holding company appears consistent with the organization’s capital needs, asset quality and overall financial condition. Regulatory guidance provides for prior consultation with and nonobjection of the Federal Reserve Board with respect to dividends in certain circumstances, such as where the company’s net income for the past four quarters, net of dividends previously paid over that period, is insufficient to fully fund the dividend or the company’s overall rate of earnings retention is inconsistent with the company’s capital needs and overall financial condition. Such Federal Reserve Board consultation and nonobjection was required for certain dividends paid by the Company during the first half of 2021. The Federal Reserve Board guidance also provides for consultation and nonobjection for material increases in the amount of a bank holding company’s common stock dividend. The ability of a holding company to pay dividends may be restricted if a subsidiary bank becomes undercapitalized.
Federal regulations require a bank holding company to give the Federal Reserve Board prior written notice of any repurchase or redemption of then outstanding equity securities if the gross consideration for the repurchase or redemption, when combined with the net consideration paid for all such repurchases or redemptions during the preceding 12 months, is equal to 10% or more of the company’s consolidated net worth. The Federal Reserve Board may disapprove such a purchase or redemption under certain circumstances. There is an exception to this approval requirement for well-capitalized bank holding companies that meet certain other conditions. Federal Reserve guidance provides for regulatory consultation and nonobjection under specified circumstances prior to a holding company redeeming or repurchasing regulatory capital instruments, including common stock, regardless of the applicability of the previously referenced notification requirement.
These regulatory policies could affect the ability of the Company to pay dividends, repurchase shares of its stock, or otherwise engage in capital distributions.
The status of the Company as a registered bank holding company under the Bank Holding Company Act does not exempt it from certain federal and state laws and regulations applicable to corporations generally, including, without limitation, certain provisions of the federal securities laws.
Acquisition of the Company. Under the Change in Bank Control Act, no person may acquire control of a bank holding company such as the Company unless the Federal Reserve Board has been given 60 days’ prior written notice and has not issued a notice disapproving the proposed acquisition, taking into consideration certain factors, including the financial and managerial resources of the acquirer and the competitive effects of the acquisition. Control, as defined for this purpose, means ownership, control of or power to vote 25% or more of any class of voting stock. Acquisition of more than 10% of any class of a bank holding company’s voting stock constitutes a rebuttable presumption of control under the regulations under certain circumstances including where, is the case with the Company, the issuer has registered securities under Section 12 of the Securities Exchange Act of 1934.
Massachusetts Holding Company Regulation. In addition to the federal holding company regulations, a bank holding company organized or doing business in Massachusetts must comply with requirements under Massachusetts law. Approval of the Massachusetts regulatory authorities is generally required for the Company to acquire 25 percent or more of the voting stock of another depository institution. Similarly, prior regulatory approval would be necessary for any person or company to acquire 25 percent or more of the voting stock of the Company.
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Mergers and Acquisitions
The Company and the Bank have authority to engage, and have engaged, in acquisitions of other depository institutions. Such transactions are subject to a variety of conditions including, but not limited to, required stockholder approvals and the receipt of all necessary regulatory approvals. Necessary regulatory approvals include those required by the federal Bank Holding Company Act and/or Bank Merger Act, Massachusetts law and, if the target institution is located in a state other than Massachusetts, the law of that state. When considering merger applications, the federal regulators must evaluate such factors as the financial and managerial resources and future prospects of the parties, the convenience and needs of the communities to be served (including performance of the parties under the Community Reinvestment Act), competitive factors, any risk to the stability of the United States banking or financial system and the effectiveness of the institutions involved in combating money laundering activities. Both the Bank Holding Company Act and the Bank Merger Act provide for a waiting period of 15 to 30 days following approval by the federal banking regulator within which the United States Department of Justice may file objections to the merger under the federal antitrust laws. Massachusetts law requires the Commissioner (or Board of Bank Incorporation in certain cases) to consider such factors as whether competition among banking institutions will be unreasonably affected and whether public convenience and advantage will be promoted (including whether the merger will result in net new benefits).
Other Regulations
Consumer Protection Laws. The Bank is subject to federal and state consumer protection statutes and regulations applicable to depository institutions. These include the Truth-In-Lending Act, governing disclosures of credit terms to consumer borrowers; Home Mortgage Disclosure Act, requiring financial institutions to provide certain information about home mortgage and refinance loans; the Equal Credit Opportunity Act, prohibiting discrimination on the basis of race, creed or other prohibited factors in extending credit; the Fair Credit Reporting Act, governing the provision of consumer information to credit reporting agencies and the use of consumer information; the Fair Debt Collection Act, governing the manner in which consumer debts may be collected by collection agencies; and the Electronic Funds Transfer Act, governing automatic deposits to and withdrawals from deposit accounts and customers’ rights and liabilities arising from the use of automated teller machines and other electronic banking services. Since the Bank has exceeded $10 billion of consolidated assets, compliance with such federal consumer protection statutes and regulations is examined for and enforced by the Consumer Finance Protection Bureau rather than the FDIC.
The Bank also is subject to Massachusetts and federal laws protecting the confidentiality of consumer financial records, and limiting the ability of the institution to share non-public personal information with third parties.
The Community Reinvestment Act (“CRA”) establishes a requirement for federal banking agencies that, in connection with examinations of depository institutions within their jurisdiction, the agencies evaluate the record of the depository institutions in meeting the credit needs of their local communities, including low- and moderate-income neighborhoods, consistent with the safe and sound operation of those institutions. These factors are also considered in evaluating mergers, acquisitions and applications to open a branch or new facility. Under the CRA, institutions are assigned a rating of “outstanding,” “satisfactory,” “needs to improve,” or “substantial non-compliance.” A less than “satisfactory” rating would result in the suspension of any growth of the Bank through acquisitions or opening de novo branches until the rating is improved. As of the most recent CRA examination by the FDIC, the Bank’s CRA rating was “satisfactory.”
Anti-Money Laundering Laws. The Bank is subject to extensive anti-money laundering provisions and requirements, which require the institution to have in place a comprehensive customer identification program and an anti-money laundering program and procedures. These laws and regulations also prohibit depository institutions from engaging in business with foreign shell banks; require depository institutions to have due diligence procedures and, in some cases, enhanced due diligence procedures for foreign correspondent and private banking accounts; and improve information sharing between depository institutions and the U.S. government. The Bank has established policies and procedures intended to comply with these provisions.
Taxation
The Company reports its income on a calendar year basis using the accrual method of accounting. This discussion of tax matters is only a summary and is not a comprehensive description of the tax rules applicable to the Company
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and its subsidiaries. Further discussion of income taxation is contained in a note to the financial statements. The federal income tax laws apply to the Company in the same manner as to other corporations with some exceptions. The Company may exclude from income 100 percent of dividends received from the Bank and from Berkshire Insurance Group as members of the same affiliated group of corporations. The Company reports income on a calendar year basis to the Commonwealth of Massachusetts. Massachusetts tax law generally permits special tax treatment for a qualifying limited purpose “securities corporation.” The Bank’s securities corporations all qualify for this treatment, and are taxed at a 1.3% rate on their gross income.
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ITEM 1A. RISK FACTORS
The risks set forth below, in addition to the other risks described in this Annual Report on Form 10-K, may adversely affect the Company's business, financial condition, strategic objectives, and operating results. In addition to the risks set forth below and the other risks described in this annual report, there may be additional risks and uncertainties that are not currently known to the Company or that the Company currently deems to be immaterial that could materially and adversely affect the Company's business, financial condition, strategic objectives, or operating results. As a result, past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. Further, to the extent that any of the information contained in this Annual Report on Form 10-K constitutes forward-looking statements, the risk factors set forth below also are cautionary statements identifying important factors that could cause actual results to differ materially from those expressed in any forward-looking statements made by or on behalf of the Company.
The COVID-19 global pandemic affected all aspects of the company’s business in 2021 and 2020. The impact of the pandemic is discussed in the "Operating" risk factors below, but it should be understood as affecting the overall risk environment and risk factors of the Company.
Risk Factors Summary
Lending Risks
•Deterioration in the Housing Sector, Commercial Real Estate, and Related Markets May Adversely Affect Business and Financial Results.
•The Company’s Emphasis on Commercial Lending May Expose the Company to Increased Lending Risks, Which Could Hurt Profits.
•The Company is Subject to a Variety of Risks in Connection With Any Sale of Loans it May Conduct.
•The Company is Exposed to Risk of Environmental Liability When It Takes Title to Property.
•New Third Party Lending Relationships and Sourcing Channels May Increase Lending Risk
Operating Risks
•The COVID-19 Pandemic is Adversely Affecting, and Will Likely Continue to Adversely Affect, the Company’s Business, Financial Condition, Liquidity, and Results of Operations.
•The Company is Subject to Security and Operational Risks Relating to the Use of Technology that Could Damage the Company's Reputation and Business.
•The Company Faces Cybersecurity Risks, Including Denial of Service Attacks, Ransomware, Hacking and Identity Theft that Could Result in the Disclosure of Confidential Information or the Creation of Unauthorized Transactions, Which Could Adversely Affect the Company’s Business or Reputation and Create Significant Legal and Financial Exposure.
•Counterparties and Correspondents Expose the Company to Risks.
•The Company’s Business is Reliant on Outside Vendors.
•Development of New Products and Services May Impose Additional Costs on the Company and May Expose It to Increased Operational Risk.
•The Discontinuation of LIBOR and the Emergence of One or More Alternative Benchmark Indices to Replace LIBOR Could Adversely Impact the Company’s Business and Results of Operations.
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Liquidity Risks
•The Company's Wholesale Funding Sources May Prove Insufficient to Replace Deposits at Maturity and Support Operations and Future Growth.
•The Company's Ability to Service Our Debt, Pay Dividends, and Otherwise Pay Obligations as They Come Due Is Substantially Dependent on Capital Distributions from the Bank, and These Distributions Are Subject to Regulatory Limits and Other Restrictions. The Company’s Stock Repurchase Program is also Dependent on These Distributions.
•The Loss Recorded in 2020 May Have an Adverse Effect on Future Dividend Payments to Common Shareholders.
•Secondary Mortgage Market Conditions Could Have a Material Impact on the Company’s Financial Condition and Results of Operations.
Interest Rates
•Market Interest Rate Conditions Could Adversely Affect Results of Operations and Financial Condition.
Securities Market Value Risks
•Declines in the Value of Certain Investment Securities Could Require Write-Downs, Which Would Reduce Earnings.
Regulatory Matters Risks
•Legislative and Regulatory Initiatives May Affect Business Activities and Increase Operating Costs.
•Provisions of the Company's Certificate of Incorporation, Bylaws, and Delaware Law, as Well as State and Federal Banking Regulations, Could Delay or Prevent a Takeover of Us by a Third Party.
Significant Accounting Estimates Risks
•Various Factors May Cause Our Allowance for Credit Losses on Loans to Increase.
•Fair Value Measurements May Be Affected by Inherent Uncertainties
Trading of the Company's Common Stock
•The Trading History of the Company’s Common Stock is Characterized By Low Trading Volume. The Value of Shareholder Investments May be Subject to Sudden Decreases Due to the Volatility of the Price of the Common Stock.
Lending
Deterioration in the Housing Sector, Commercial Real Estate, and Related Markets May Adversely Affect Business and Financial Results.
Real estate lending is a major business activity for the Company. Real estate market conditions affect the value and marketability of real estate collateral, and they also affect the cash flows, liquidity, and net worth of many borrowers whose operations and finances depend on real estate market conditions. Adverse conditions in the Company's market areas could reduce growth rates, affect the ability of our customers to repay their loans, and generally affect the Company's financial condition and results of operations. Potential increases in interest rates could increase capitalization rates which could adversely affect commercial property appraisals and collateral value. Similarly, if residential mortgage interest rates increase from lows in recent years, residential property values may be adversely impacted. Pandemic impacts on the supply and demand of residential properties have caused unusual price appreciation in many markets, which may not be sustained if market conditions normalize.
The Company’s Emphasis on Commercial Lending May Expose the Company to Increased Lending Risks, Which Could Hurt Profits.
The Company emphasizes commercial lending, which generally exposes the Company to a greater risk of nonpayment and loss because repayment of such loans often depends on the successful operations and income stream of the borrowers. Commercial loans are historically more susceptible to delinquency, default, and loss during economic downturns. Commercial lending involves larger loan sizes and larger relationship exposures, with greater
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potential impact on profits in the event of adverse loan performance. The majority of the Company’s commercial loans are secured by real estate and subject to the previously discussed real estate risk factors, as well as risks specific to individual properties and property types. Geographic expansion may result in risks not previously experienced by the Company or which it is unfamiliar with monitoring or resolving. Recent expansion has been focused on the Greater Boston market, where the Bank may be financing projects with larger loan amounts where the Bank has less experience than in its traditional market areas and where competition may result in different lending structures. Recent expansion of the commercial lending team may expose the Company to new markets and risks if new lenders are not integrated with the Company’s policies, controls, and procedures.
Commercial lending activities pose higher risk of fraud. In 2019, the Company wrote-off the $16 million balance of a secured commercial loan in circumstances involving alleged borrower fraud. This asset was a participating interest in a commercial loan managed by another financial institution. Such participating interests involve risks related to counterparty performance, as further described in a later risk factor. In the case of this loan, the Company has filed legal claims against the agent bank in pursuit of the recovery of some of the loss recorded by the Company. The outcome of such legal proceedings is subject to uncertainty.
The Company is Subject to a Variety of Risks in Connection With Any Sale of Loans it May Conduct.
The Company routinely sells newly originated residential mortgage loans and SBA guaranteed business loans, and may also sell other loans or loans portfolios. It may make certain representations and warranties to the purchaser concerning the loans sold and the procedures under which those loans have been originated and serviced. If any of these representations and warranties are invalid, the Company may be required to refund premiums, indemnify the purchaser for any related costs or losses, or it may be required to repurchase part or all of the affected loans, which may be impaired. The Company may also be required to repurchase loans as a result of borrower fraud or in the event of early payment default by the borrower on a loan it has sold. The Company’s ability to maintain seller/servicer relationships with government agencies and government backed entities may be jeopardized in the event of the emergence of one or more of the above risks. Demand for the Company’s loans in the secondary markets could also be affected by these risks, which could lead to a reduction in related business activities.
The Company may be required to reduce the value of any loans it marks as held for sale, which could adversely affect its results of operations. As a result of the Company’s strategic initiatives, the Company sold certain loans which were previously held for investment and conducted sales with buyers who it had not previously transacted with.
The Company is Exposed to Risk of Environmental Liability When It Takes Title to Property.
In the course of its business, the Company may foreclose on and take title to real estate. As a result, the Company could be subject to environmental liabilities with respect to these properties for property damage, personal injury, investigation and clean-up costs. The costs associated with investigation or remediation activities could be substantial. The Company may be subject to common law claims by third parties based on damages and costs resulting from environmental contamination emanating from the property.
New Third Party Lending Relationships and Sourcing Channels May Increase Lending Risk.
The Company is expanding its lending sourcing channels, including forming a residential mortgage conduit, partnering with fintech online lenders, and expanding its commercial loan sourcing channels. It is also relying more on third party loan servicing. These activities may increase the underwriting risks and loan administration risks in managing its lending activities.
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Operating
The COVID-19 Pandemic is Adversely Affecting, and Will Likely Continue to Adversely Affect, the Company’s Business, Financial Condition, Liquidity, and Results of Operations.
The COVID-19 pandemic has negatively impacted the U.S. and global economy; disrupted U.S. and global supply chains and labor markets; created significant volatility and disruption in financial markets; impacted rates and yields on U.S. Treasury securities; resulted in increased credit risk in certain industries; increased demands on capital and liquidity; and affected employment and consumer confidence. In addition, the pandemic has resulted in temporary closures and curtailment of individual and business activities in our footprint. The pandemic has caused us, and could continue to cause us, increases in the Company's allowance for credit losses and subsequent increases in credit losses in our loan portfolios. Some of the risks the Company faces from the pandemic include, but are not limited to: the health and availability of our colleagues, the supply of labor, inflationary impacts on operating costs, the financial condition of our clients and the demand for our products and services, changes in interest rates, recognition of credit losses and increases in the allowance for credit losses, impacts if customers draw on their lines of credit or draw down deposits or seek additional loans to help finance their businesses, and a significant deterioration of business conditions in our markets. Furthermore, the pandemic has caused us to recognize impairment of our goodwill and there could be impairment of our financial assets. Sustained adverse effects may also increase our cost of capital, prevent us from satisfying our minimum regulatory capital ratios and other supervisory requirements, or result in downgrades in our credit rating. The extent to which the COVID-19 pandemic impacts our business, financial condition, liquidity and results of operations will depend on future developments, which are highly uncertain and cannot be predicted, including the scope and duration of the pandemic, the continued effectiveness of our business continuity plan, the direct and indirect impact of the pandemic on our customers, colleagues, counterparties and service providers, and actions taken by governmental authorities and other third parties in response to the pandemic.
Governmental authorities have taken significant measures to provide economic assistance to individual households and businesses, stabilize the markets, and support economic growth. The future impact of these measures is unknown, and they may not be sufficient to mitigate the negative impact of the pandemic. We also face an increased risk of litigation and governmental and regulatory scrutiny as a result of the effects of the pandemic on market and economic conditions and actions governmental authorities take in response to those conditions.
The length of the pandemic and the effectiveness of the measures being put in place to address it are unknown. Until the effects of the pandemic subside, we face possible impacts on liquidity, operating revenues, and credit performance. To the extent the pandemic adversely affects our business, financial condition, liquidity, or results of operations, it may also have the effect of heightening many of the other risks described in this Annual Report on Form 10-K.
The Company is Subject to Security and Operational Risks Relating to the Use of Technology that Could Damage the Company's Reputation and Business.
Security breaches of confidential information in our technology platforms could expose the Company to possible liability and damage its reputation. Any compromise of data security could also deter customers from using the Company's services. The Company relies on industry standard internet security and authentication systems to effect secure transmission of data. These precautions may not protect the Company's security systems from compromises or breaches and could result in damage to its reputation and business. The Company utilizes third party core banking software, in addition to other outsourced data processing. If third party providers encounter difficulties or if the Company has difficulty in communicating and/or transmitting with such third parties, it could significantly affect its ability to adequately process and account for customer transactions, which could significantly affect its business operations. The Company interfaces with electronic payments systems which are subject to security and operational risks. The Company utilizes file encryption in designated internal systems and networks and is subject to certain state and federal regulations regarding how the Company manages data security. The Company's enterprise governance risk and compliance function includes a framework of controls, policies and technologies to monitor and protect information from cyberattacks, mishandling, and loss, together with safeguards related to the confidentiality, integrity, and availability of information. Natural disasters and disaster recovery risks could affect its operating systems, which could affect its reputation. The Company's business continuity program addresses crisis
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management, business impact, and data and systems recovery. Potential problems with the management of technology security and operational risks may affect regulatory compliance, which could affect operating costs and expansion plans.
The Company Faces Cybersecurity Risks, Including Denial of Service Attacks, Ransomware, Hacking and Identity Theft that Could Result in the Disclosure of Confidential Information or the Creation of Unauthorized Transactions, Which Could Adversely Affect the Company’s Business or Reputation and Create Significant Legal and Financial Exposure.
Banking institutions face increased cybersecurity risks due to the number of employees that are working remotely in regions impacted by stay-at-home orders. Increased levels of remote access create additional opportunities for cybercriminals to exploit vulnerabilities, and employees may be more susceptible to phishing and social engineering attempts due to work responsibilities at home. In addition, technological resources may be strained due to the number of remote users. Banking institutions should evaluate their cybersecurity risks in light of these issues and update their existing risk factors for any material changes or developments
The Company’s computer systems and network infrastructure are subject to security risks and could be susceptible to cyber-attacks, such as denial of service attacks, hacking, terrorist activities or identity theft. Financial services institutions and companies engaged in data processing have reported breaches in the security of their websites or other systems, some of which have involved sophisticated and targeted attacks intended to obtain unauthorized access to confidential information, destroy data, steal financial assets, disable or degrade service, or sabotage systems, often through the introduction of computer viruses or malware, cyber-attacks and other means. Denial of service attacks have been launched against a number of large financial services institutions. As a growing regional bank, the Company may be subject to similar attacks in the future. Hacking and identity theft risks could cause serious reputational harm and possible financial loss to the Company. Cyber threats are rapidly evolving and the Company may not be able to anticipate or prevent all such attacks.
The Company may incur increasing costs in an effort to minimize these risks and could be held liable for any security breach or loss. Despite efforts to ensure the integrity of its systems, the Company will not be able to anticipate all security breaches of these types, and the Company may not be able to implement effective preventive measures against such security breaches. The techniques used by cyber criminals change frequently and can originate from a wide variety of sources, including outside groups such as external service providers, organized crime affiliates, terrorist organizations or hostile foreign governments. Those parties may also attempt to fraudulently induce employees, customers or other users of the Company’s systems to disclose sensitive information in order to gain access to its data or that of its clients or to conduct unauthorized financial transactions.
These risks may increase in the future as the Company continues to increase its mobile-payment and other internet-based product offerings and expands its internal usage of web-based products and applications. A successful penetration or circumvention of system security could cause serious negative consequences to the Company, including significant disruption of operations, misappropriation of confidential information of the Company or that of its customers, or damage to computers or systems of the Company or those of its customers and counterparties. A security breach could result in violations of applicable privacy and other laws, financial loss to the Company or to its customers, loss of confidence in the Company’s security measures, significant litigation exposure, and harm to the Company’s reputation, all of which could have a material adverse effect on the Company.
Counterparties and Correspondents Expose the Company to Risks.
The Company's use of derivative financial instruments exposes us to financial and contractual risks with counterparties. The Company maintains correspondent bank relationships, manage certain loan participations, engage in securities and funding transactions, and undergo other activities with financial counterparties that are customary to its industry. The Company also utilizes services from major vendors of technology, telecommunications, and other essential operating services. There is financial, reputational, and operational risk in these relationships, which the Company seeks to manage through internal controls and procedures, but there are no assurances that the Company will not experience loss or interruption of its business as a result of unforeseen events with these providers. The Company's mortgage banking operations have exposed us to counterparty transactions including the use of third parties to participate in the management of interest rate risk and mortgage sales and
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hedging. Financial, reputational, and operational risks are inherent in these counterparty and correspondent relationships. The Company could experience losses if there are failures in the controls or accounting, including those related to derivatives activities or if there are performance failures by any counterparties. The risk of loss is increased when interest rates change suddenly and if the intended hedging objectives are not achieved as a result of market or counterparty behaviors.
The Company’s Business is Reliant on Outside Vendors.
The Company’s business is highly dependent on the use of certain outside vendors for its day-to-day operations. The Company’s operations and reputation are exposed to risk that a vendor may not perform in accordance with established performance standards required in its agreements for any number of reasons including a change in their senior management, their financial condition, their product line or mix and how they support existing customers, or a simple change in their strategic focus. While the Company has comprehensive programs, policies and procedures in place to mitigate risk at all phases of vendor management from selection, to performance monitoring and renewals, the failure of a vendor to perform in accordance with contractual agreements could be disruptive to its business, which could have a material adverse effect on its financial condition, strategic objectives, and results of operations.
Development of New Products and Services May Impose Additional Costs on the Company and May Expose It to Increased Operational Risk.
The Company’s financial performance depends, in part, on its ability to develop and market new and innovative services and to adopt or develop new technologies that differentiate its products or provide cost efficiencies, while avoiding increased related expenses. This dependency is exacerbated in the current “FinTech” environment, where financial institutions are investing significantly in evaluating new technologies, such as “Blockchain,” and developing potentially industry-changing new products, services and industry standards. The introduction of new products and services can entail significant time and resources, including regulatory approvals. Substantial risks and uncertainties are associated with the introduction of new products and services, including technical and control requirements that may need to be developed and implemented, rapid technological change in the industry, the Company’s ability to access technical and other information from its clients, the significant and ongoing investments required to bring new products and services to market in a timely manner at competitive prices and the preparation of marketing, sales and other materials that fully and accurately describe the product or service and its underlying risks. The Company’s failure to manage these risks and uncertainties also exposes it to enhanced risk of operational lapses which may result in the recognition of financial statement liabilities. Regulatory and internal control requirements, capital requirements, competitive alternatives, vendor relationships and shifting market preferences may also determine if such initiatives can be brought to market in a manner that is timely and attractive to the Company’s clients. Products and services relying on internet and mobile technologies may expose the Company to fraud and cybersecurity risks. Failure to successfully manage these risks in the development and implementation of new products or services could have a material adverse effect on the Company’s business and reputation, as well as on its consolidated results of operations and financial condition.
The Discontinuation of LIBOR and the Emergence of One or More Alternative Benchmark Indices to Replace LIBOR Could Adversely Impact the Company’s Business and Results of Operations.
The Company’s floating-rate funding, certain hedging transactions and certain of the Company’s products, such as floating-rate loans and mortgages, determine the applicable interest rate or payment amount by reference to a benchmark rate, such as the London Interbank Offered Rate (“LIBOR”), or to an index, currency, basket or other financial metric. Pursuant to regulations, the use of LIBOR on new contracts was discontinued on December 31, 2021, and LIBOR will cease publication after June 30, 2023.
Regulators and various financial industry groups have sponsored or formed committees (e.g., the Federal Reserve-sponsored Alternative Reference Rates Committee) to, among other things, facilitate the identification of an alternative benchmark index to replace LIBOR, and publish consultations on recommended practices for transitioning away from LIBOR, including (i) the utilization of recommended fallback language for LIBOR-linked financial instruments, and (ii) development of alternative pricing methodologies for recommended alternative benchmarks such as the Secured Overnight Financing Rate (“SOFR”). SOFR is a measure of the cost of borrowing cash overnight, collateralized by U.S. Treasury securities, and is based on directly observable U.S. Treasury-based
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repurchase transactions. At this time, it is still not possible to predict whether these recommendations and proposals will be broadly accepted in the market, whether they will continue to evolve, and what the effect of their implementation may be on the markets for floating-rate financial instruments. The Company has adopted SOFR as its preferred benchmark as an alternative to LIBOR for use in new contracts beginning on January 1, 2022.
The discontinuation of LIBOR could result in changes to the Company’s risk exposures (for example, if the anticipated discontinuation of LIBOR adversely affects the availability or cost of floating-rate funding and, therefore, the Company’s exposure to fluctuations in interest rates) or otherwise result in losses on a product or having to pay more or receive less on securities that the Company has issued or owns. A substantial portion of the Company’s on- and off-balance sheet financial instruments are indexed to LIBOR, including interest rate swap agreements and other contracts used for hedging and trading account purposes, loans to commercial customers and consumers (including mortgage loans and other loans), and long-term borrowings. In addition, such uncertainty could result in pricing volatility and increased capital requirements, loss of market share in certain products, adverse tax or accounting impacts, and compliance, legal and operational costs and risks.
Liquidity
The Company's Wholesale Funding Sources May Prove Insufficient to Replace Deposits at Maturity and Support Operations and Future Growth.
The Company must maintain sufficient funds to respond to the needs of depositors and borrowers. As a part of its liquidity management, the Company uses a number of funding sources in addition to deposit growth and cash flows from loans and investments. These sources include Federal Home Loan Bank advances, proceeds from the sale of loans, and liquidity resources at the holding company. The Company uses brokered deposits both to support ongoing growth and to provide enhanced deposit insurance to support large dollar commercial relationships. The Company's financial flexibility will be severely constrained if the Company is unable to maintain access to wholesale funding or if adequate financing is not available to accommodate future growth at acceptable costs. Turbulence in the capital and credit markets may adversely affect liquidity and financial condition and the willingness of certain counterparties and customers to do business with the Company.
The Company's Ability to Service Our Debt, Pay Dividends, and Otherwise Pay Obligations as They Come Due Is Substantially Dependent on Capital Distributions from the Bank, and These Distributions Are Subject to Regulatory Limits and Other Restrictions. The Company’s Stock Repurchase Program is also Dependent on These Distributions.
A substantial source of holding company income is the receipt of dividends from the Bank, from which the Company services debt, pay obligations, and pay shareholder dividends. The availability of dividends from the Bank is limited by various statutes and regulations. It is possible, depending upon the financial condition of the Bank and other factors, that the applicable regulatory authorities could assert that payment of dividends or other types of payments are an unsafe or unsound practice. If the Bank is unable to pay dividends, the Company may not be able to service debt, pay debt obligations, or pay dividends on its common stock. The Company may also be unable to repurchase common stock under its Stock Repurchase Program.
The Loss Recorded in 2020 May Have an Adverse Effect on Future Dividend Payments to Common Shareholders.
Due to the loss in the first half of 2020 and its impact on retained earnings, the Bank requires approval from the Massachusetts Division of Banks in order to continue to be a source of dividend income to the Company. Over the long term, these dividends are a source of funds to the parent to support dividend payments to Company shareholders. Also due to the loss, the Company requires nonobjection from the Federal Reserve Bank of Boston for future shareholder dividend payments. Future payments of dividends will also depend on the Board’s holistic assessment of the Company’s operating, risk, and financial situations and current circumstances, as well as regulatory assessments of these factors.
Secondary Mortgage Market Conditions Could Have a Material Impact on the Company’s Financial Condition and Results of Operations.
In addition to being affected by interest rates, the secondary mortgage markets are also subject to investor demand for residential mortgage loans and increased investor yield requirements for these loans. These conditions may
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fluctuate or worsen in the future. As a result, a prolonged period of secondary market illiquidity may reduce the Company’s loan production volumes and operating results.
Secondary markets are significantly affected by Fannie Mae, Freddie Mac and Ginnie Mae (collectively, the “Agencies”) for loan purchases that meet their conforming loan requirements. These agencies could limit purchases of conforming loans due to capital constraints, a change in the criteria for conforming loans or other factors. Proposals to reform mortgage finance could affect the role of the Agencies and the market for conforming loans which comprise the majority of the Company’s mortgage lending and related originations income.
Interest Rates
Market Interest Rate Conditions Could Adversely Affect Results of Operations and Financial Condition.
Net interest income is the Company's largest source of income. Changes in interest rates can affect the level of net interest income and other elements of net income. The Company’s interest rate sensitivity is discussed in more detail in Item 7A of this report and is the primary market risk to its condition and operations. Changes in interest rates can also affect the demand for the Company’s products and services, and the supply conditions in the U.S. financial and capital markets. Changes in the level of interest rates may negatively affect the Company’s ability to originate real estate loans, the value of its assets and its ability to realize gains from the sale of assets, all of which ultimately affect earnings. Changes in interest rates may also affect the market value of the Company’s investment securities portfolio, which may affect the level and adequate of its regulatory capital. The Federal Open Market Committee has indicated that it plans to increase interest rates in 2022.
Securities Market Values
Declines in the Value of Certain Investment Securities Could Require Write-Downs, Which Would Reduce Earnings.
Declines in the value of investment securities due to market conditions and/or issuer impairment could result in losses that can reduce capital and earnings. The Company’s investment in equity securities and non-investment grade debt securities present heightened credit and price risks. Under new accounting standards, equity gains and losses are recorded to current period operating results. The Company has an investment in the stock of the Federal Home Loan Bank of Boston ("FHLBB") which could result in write-down in the event of impairment.
Regulatory Matters
Legislative and Regulatory Initiatives May Affect Business Activities and Increase Operating Costs.
New federal or state laws and regulations could affect lending, funding practices, capital, and liquidity standards. New laws, regulations, and other regulatory changes may also increase compliance costs and affect business and operations. Moreover, the FDIC sets the cost of FDIC insurance premiums, which can affect profitability.
Regulatory capital requirements and their impact on the Company may change. The Company may need to raise additional capital in the future to support operations and continued growth. The Company's ability to raise capital, if needed, will depend on its condition and performance, and on market conditions.
New laws, regulations, and other regulatory changes, along with negative developments in the financial industry and the domestic and international credit markets, may significantly affect the markets in which the Company does business, the markets for and value of its loans and investments, and ongoing operations, costs and profitability. For more information, see “Regulation and Supervision” in Item 1 of this report.
With total assets over $10 billion, the Company and the Bank are subject to closer supervision by their primary regulators and, as to compliance with consumer protection laws and regulations, the Consumer Financial Protection Bureau. The Company and the Bank are subject to capital stress testing expectations which require significant resources and infrastructure. If the Company’s compliance with the enhanced supervision and requirements is insufficient, there can be significant negative consequences for its operations, profitability, and ability to further pursue its strategic growth plan.
Provisions of the Company's Certificate of Incorporation, Bylaws, and Delaware Law, as Well as State and Federal Banking Regulations, Could Delay or Prevent a Takeover of Us by a Third Party.
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Provisions in the Company's certificate of incorporation and bylaws, the corporate law of the State of Delaware, and state and federal regulations could delay, defer or prevent a third party from acquiring us, despite the possible benefit stockholders, or otherwise adversely affect the price of its common stock. These provisions include: limitations on voting rights of beneficial owners of more than 10 percent of common stock; supermajority voting requirements for certain business combinations; the election of directors to terms of one year; and advance notice requirements for nominations for election to the Company's Board of Directors and for proposing matters that stockholders may act on at stockholder meetings. In addition, the Company is subject to Delaware laws, including one that prohibits engaging in a business combination with any interested stockholder for a period of three years from the date the person became an interested stockholder unless certain conditions are met. These provisions may discourage potential takeover attempts, discourage bids for the Company's common stock at a premium over market price or adversely affect the market price of, and the voting and other rights of the holders of, its common stock. These provisions could also discourage proxy contests and make it more difficult for stockholders to elect directors other than the candidates nominated by the Board.
Significant Accounting Estimates
Various Factors May Cause our Allowance for Credit Losses on Loans to Increase.
The Company has an allowance for current expected credit losses on loans maintained through a provision for credit losses charged to expense. This represents our estimate of current expected credit losses based on an evaluation of risks within the portfolio of loans. The level of the allowance represents management’s estimate of current expected credit losses over the contractual life of the existing loan portfolio. The determination of the appropriate level of the allowance inherently involves a degree of subjectivity and requires that we make significant estimates of current credit risks and current trends and reasonable and supportable forecasts of future economic conditions, all of which may undergo frequent and material changes. Changes in economic and other conditions affecting borrowers, along with new information regarding existing loans other factors, may indicate the need for a future increase in the allowance.
Fair Value Measurements May Be Affected by Inherent Uncertainties
The Company uses fair value measurements to determine fair value disclosures and to record fair value adjustments to certain assets and liabilities, such as interest rate swaps, impaired loans, securities available for sale, and derivatives. Additionally, from time to time, the Company may be required to record certain assets at fair value on a non-recurring basis, such as certain impaired loans held for investment and capitalized servicing rights. Whenever there is no readily available market data, management uses its best estimate and assumptions in determining fair value, but these estimates involve inherent uncertainties and the application of management’s judgment. As a result, if other assumptions had been used, our recorded earnings or disclosures could have been materially different from those reflected in these financial statements.
Trading of the Company's Common Stock
The Trading History of the Company’s Common Stock is Characterized By Low Trading Volume. The Value of Shareholder Investments May be Subject to Sudden Decreases Due to the Volatility of the Price of the Common Stock.
The level of interest and trading in the Company’s stock depends on many factors beyond the Company's control. The market price of the Company's common stock may be highly volatile and subject to wide fluctuations in response to numerous factors, including, but not limited to, the factors discussed in other risk factors and the following: actual or anticipated fluctuations in operating results; changes in interest rates; changes in the legal or regulatory environment; press releases, announcements or publicity relating to the Company or its competitors or relating to trends in its industry; changes in expectations as to future financial performance, including financial estimates or recommendations by securities analysts and investors; future sales of its common stock; changes in economic conditions in the marketplace, general conditions in the U.S. economy, financial markets or the banking industry; and other developments. These factors may adversely affect the trading price of the Company's common stock, regardless of actual operating performance, and could prevent stockholders from selling their common stock at a desirable price.
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In the past, stockholders have brought securities class action litigation against a company following periods of volatility in the market price of their securities. The Company could be the target of similar litigation in the future, which could result in substantial costs and divert management’s attention and resources.
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ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
The Company's headquarters are located at 60 State Street in leased property in Boston, MA. The Bank's headquarters are located in owned and leased facilities located in Pittsfield, MA. The Company also owns or leases other facilities within its primary market areas: Greater Boston (including Worcester, MA); Berkshire County, Massachusetts; Pioneer Valley (Springfield area), Massachusetts; Southern Vermont; the Capital Region (Albany area), New York; Central New York; Central and Eastern Connecticut; and Southern Rhode Island. As of December 31, 20201 the Company had 106 full-service branches in Massachusetts, New York, Connecticut, and Vermont. The Company opened a commercial banking offices in Providence, Rhode Island and New Haven, Connecticut during 2021.
The Company also has regional locations which are full-service commercial offices located in Boston, MA.; Pittsfield, MA.; Springfield, MA.; Albany, N.Y.; East Syracuse, N.Y.; Hartford, CT.; Willimantic, CT. Worcester, MA.; Burlington, MA, Providence RI, and New Haven, CT. The Bank's wholly-owned subsidiary, Firestone Financial, LLC, is headquartered in the Boston metro area. Its 44 Business Capital lending division is headquartered in Blue Bell, Pennsylvania.
The Company has begun introducing MyTeller automated remote teller stations at new offices and targeted existing offices. The Bank has made its workplace more flexible as certain designated functions are approved for telecommuting arrangements. As a result of its merger and efficiency initiatives, the Bank has excess facilities space in various locations which is some cases is owned or subject to leases. The Company has designated certain excess real estate as held for sale and is evaluating further real estate consolidations.
Access to most Company properties was restricted during periods of 2020 and 2021 due to the pandemic, and special cleaning and safety protocols were instituted. Drive-up teller facilities, automated teller machines, and interactive teller machines were relied on to maintain ongoing customer access, in addition to the Bank’s internet, telephone, mobile banking channels, and its MyBanker teams. Most back-office staff used home environments and telecommunications capacities to accommodate the shift out of the office due to the pandemic.
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ITEM 3. LEGAL PROCEEDINGS
As of December 31, 2021, neither the Company nor the Bank was involved in any pending legal proceedings believed by management to be material to the Company’s financial condition or results of operations. Periodically, there have been various claims and lawsuits involving the Bank, such as claims to enforce liens, condemnation proceedings on properties in which the Bank holds security interests, claims involving the making and servicing of real property loans, and other issues incident to the Bank’s business. A summary of certain legal matters involving unsettled litigation or pertaining to pending transactions are as follows:
On February 4, 2020, the Bank filed a complaint in the New York State Supreme Court for the County of Albany against Pioneer Bank (“Pioneer”) seeking damages of approximately $16.0 million. The complaint alleges that Pioneer is liable to the Bank for a credit loss of approximately $16.0 million suffered by the Bank in the third quarter of 2019 as a result of Pioneer’s breach of loan participation agreements in which it served as the lead bank, as well as constructive fraud, fraudulent concealment and/or negligent misrepresentation. Pioneer has filed a motion to dismiss aspects of the Bank’s complaint, which motion was allowed in part by the court to dismiss the Bank’s negligent misrepresentation claim, and denied in part by the court to allow all other claims by the Bank to proceed. Discovery is now underway in this action. The Company wrote down the underlying credit loss in its entirety in the third quarter of 2019, but recognized a partial recovery of $1.7 million early in the second quarter of 2020. The Company has not accrued for any additional anticipated recovery at this time.
On September 11, 2020, the Company received notice of a demand letter served on the Company and the Bank by a former mortgagee of the Bank pursuant to the Massachusetts Consumer Protection Act, M.G.L Ch. 93A (“Chapter 93A). The demand letter alleges that a mortgage payoff statement tendered by the Bank to the mortgagee included a mortgage discharge preparation fee that is purportedly impermissible under Massachusetts law. The demand letter also claims that the Bank failed to provide a copy of the recorded mortgage discharge to the mortgagee in a timely manner. The demand letter further purports to state claims on behalf of a putative class of similarly situated Massachusetts mortgage customers of the Bank, who allegedly may have suffered similar violations of Massachusetts law. The demand letter seeks monetary damages for the original mortgagee claimant and the putative class, plus double or treble damages and reasonable attorneys’ fees, as may be allowed under Chapter 93A. The Company and the Bank have retained outside litigation counsel in this matter, and discussions have proceeded between the parties to find a mutually acceptable resolution. On July 28, 2021, a class action complaint was filed by the original 93A claimant against the Bank in the Massachusetts Superior Court for Suffolk County, pursuant to a pre-negotiated Memorandum of Understanding (“MOU”) between the parties. In accordance with the MOU, the parties have filed and the court has preliminarily approved a settlement agreement, under which the Bank expects to pay damages of approximately $510,000 in exchange for the dismissal with prejudice and release of all claims that have been or could have been asserted in the filed class action lawsuit on behalf of the plaintiff and all putative settlement class members, plus certain costs for administration of the class action settlement and legal fees incurred by the named plaintiff up to the amount of $85,000. The court granted preliminary approval of the settlement on October 18, 2021 and set a hearing date for final approval. The settlement administrator issued notice to class members shortly after preliminary approval, informing them of the settlement and of the opportunity to object. No objections were received prior to the objection deadline set by the court. On February 23, 2022, the court granted final approval of the settlement agreement and dismissed this action with prejudice accordingly.
On or about August 10, 2020, a former employee of the Bank’s subsidiary First Choice Loan Services Inc. (“FCLS”) filed a complaint in the Court of Common Pleas, Bucks County Pennsylvania against FCLS and two of its former senior corporate officers generally alleging wrongful termination as a result of purported whistleblower retaliation and other violations of New Jersey state employment law. The complaint also purports to name the Bank and the Company as additional defendants, even though neither entity ever employed, paid wages to or contracted with the plaintiff. On November 16, 2020, the plaintiff filed a First Amended Complaint reiterating the same claims against the same defendants. The Company's liability insurer has provided outside litigation counsel to defend the Company and the Bank in this matter, as well as FCLS and its former senior corporate officers. On December 7, 2020, defense counsel filed Preliminary Objections on behalf of the Company, the Bank, FCLS and FCLS’s former senior corporate officers denying the plaintiff’s claims and seeking dismissal of the case and an order that the plaintiff’s claims must proceed through arbitration in accordance with contractual obligations set forth in plaintiff’s
previous employment agreement with FCLS. On June 30, 2021, the court dismissed the plaintiff’s complaint without prejudice in support of FCLS’s petition to compel arbitration. The parties are preparing for arbitration proceedings that are expected to occur in the first half of 2022.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
The common shares of the Company trade on the New York Stock Exchange under the symbol “BHLB”.
The Company had approximately 3,932 holders of record of common stock at February 25, 2022.
Dividends
The Company intends to pay regular cash dividends to common shareholders; however, there is no assurance as to future dividends because they are dependent on the Company’s future earnings, capital requirements, financial condition, and regulatory environment. Dividends from the Bank have been a source of cash used by the Company to pay its dividends, and these dividends from the Bank are dependent on the Bank’s future earnings, capital requirements, and financial condition. Dividends from the Bank are currently subject to approval by the Massachusetts Division of Banks and the FDIC. Further information about dividend restrictions is disclosed in Note 19 - Shareholders’ Equity and Earnings per Common Share of the Consolidated Financial Statements.
Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities
The Company occasionally issues unregistered shares of common stock to vendors or as consideration in contracts for the purchase of assets, services, or operations. During 2021, there were no shares transferred. During 2020, there were no shares transferred.
Purchases of Equity Securities by the Issuer and Affiliated Purchases
On April 28, 2021, the Company announced that its Board of Directors had approved a stock repurchase program pursuant to which the Company may repurchase up to 2,500,000 shares of its common stock through April 30, 2022. On September 13, 2021, the Company announced that it had completed this stock repurchase program. The Company repurchased 2,500,000 shares of its common stock at an aggregate price of $68.7 million, or an average price of $27.48 per share.
| Period | Total number of shares purchased | Average price paid per share | Total number of shares purchased as part of publicly announced plans or programs | Maximum number of shares that may yet be purchased under the plans or programs | ||||||||||||||||||||||
| October 1-31, 2021 | — | $ | — | — | — | |||||||||||||||||||||
| November 1-30, 2021 | — | — | — | — | ||||||||||||||||||||||
| December 1-31, 2021 | — | — | — | — | ||||||||||||||||||||||
| Total | — | $ | — | — | — | |||||||||||||||||||||
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Common Stock Performance Graph
The performance graph compares the Company’s cumulative shareholder return on its common stock over the last five years to the cumulative return of the NYSE Composite Index and the KBW NASAQ Regional Banking Index. Total shareholder return is measured by dividing total dividends (assuming dividend reinvestment) for the measurement period plus share price change for a period by the share price at the beginning of the measurement period. The Company’s cumulative shareholder return over a five-year period is based on an initial investment of $100 on December 31, 2016.
Information used on the graph and table was obtained from a third party provider, a source believed to be reliable, but the Company is not responsible for any errors or omissions in such information.
| Period Ending | ||||||||||||||||||||||||||||||||||||||
| Index | 12/31/16 | 12/31/17 | 12/31/18 | 12/31/19 | 12/31/20 | 12/31/21 | ||||||||||||||||||||||||||||||||
| Berkshire Hills Bancorp, Inc. | 100.00 | 101.65 | 76.68 | 96.38 | 52.72 | 89.16 | ||||||||||||||||||||||||||||||||
| NYSE Composite Index | 100.00 | 118.73 | 108.10 | 135.68 | 145.16 | 175.17 | ||||||||||||||||||||||||||||||||
| KBW NASDAQ Regional Banking Index | 100.00 | 101.75 | 83.95 | 103.94 | 94.89 | 129.65 | ||||||||||||||||||||||||||||||||
Source: S&P Global Market Intelligence
ITEM 6. RESERVED
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SELECTED FINANCIAL DATA
The following summary data is based in part on the Consolidated Financial Statements and accompanying notes, and other schedules appearing elsewhere in this Form 10-K. Historical data is also based in part on, and should be read in conjunction with, prior filings with the SEC.
| At or For the Years Ended December 31, | ||||||||||||||||||||||||||||||||
| (In thousands, except per share data) | 2021 | 2020 | 2019 | 2018 | 2017 | |||||||||||||||||||||||||||
| Per Common Share Data: | ||||||||||||||||||||||||||||||||
| Net earnings/(loss), diluted - continuing operations | $ | 2.39 | $ | (10.21) | $ | 2.05 | $ | 2.36 | $ | 1.24 | ||||||||||||||||||||||
| Net (loss)/earnings, diluted - discontinued operations | — | (0.39) | (0.08) | (0.07) | 0.15 | |||||||||||||||||||||||||||
| Net earnings/(loss), diluted | $ | 2.39 | $ | (10.60) | $ | 1.97 | $ | 2.29 | $ | 1.39 | ||||||||||||||||||||||
| Total book value per common share | 24.30 | 23.37 | 34.65 | 33.30 | 32.14 | |||||||||||||||||||||||||||
| Dividends | 0.48 | 0.72 | 0.92 | 0.88 | 0.84 | |||||||||||||||||||||||||||
| Common stock price: | ||||||||||||||||||||||||||||||||
| High | 29.16 | 33.04 | 33.72 | 44.25 | 40.00 | |||||||||||||||||||||||||||
| Low | 16.35 | 8.55 | 26.02 | 25.77 | 32.85 | |||||||||||||||||||||||||||
| Close | 28.43 | 17.12 | 32.88 | 26.97 | 36.60 | |||||||||||||||||||||||||||
| Performance Ratios: (1) | ||||||||||||||||||||||||||||||||
| Return on assets | 0.98 | % | (4.15) | % | 0.75 | % | 0.90 | % | 0.56 | % | ||||||||||||||||||||||
| Return on equity | 10.18 | (37.50) | 5.75 | 6.84 | 4.45 | |||||||||||||||||||||||||||
| Return on tangible common equity | 10.80 | (48.60) | 9.36 | 11.41 | 7.29 | |||||||||||||||||||||||||||
| Net interest margin, fully taxable equivalent (FTE) (2) | 2.60 | 2.72 | 3.17 | 3.40 | 3.40 | |||||||||||||||||||||||||||
| Fee income/Net interest and fee income | 22.49 | 18.10 | 23.86 | 23.36 | 29.41 | |||||||||||||||||||||||||||
| Growth Ratios: | ||||||||||||||||||||||||||||||||
| Total commercial loans | (12.09) | % | (4.58) | % | 9.19 | % | 6.17 | % | 37.79 | % | ||||||||||||||||||||||
| Total loans | (15.54) | (14.95) | 5.08 | 8.96 | 26.71 | |||||||||||||||||||||||||||
| Total deposits | (1.44) | (1.16) | 15.07 | 2.66 | 32.13 | |||||||||||||||||||||||||||
| Total net revenues, (compared to prior year) | 13.40 | (14.73) | 4.53 | 11.59 | 41.05 | |||||||||||||||||||||||||||
| Earnings per share, (compared to prior year) | 122.55 | (638.07) | (13.97) | 64.75 | (26.06) | |||||||||||||||||||||||||||
| Selected Financial Data: | ||||||||||||||||||||||||||||||||
| Total assets | $ | 11,554,913 | $ | 12,838,013 | $ | 13,215,970 | $ | 12,212,231 | $ | 11,570,751 | ||||||||||||||||||||||
| Total earning assets | 10,899,109 | 12,089,939 | 11,916,007 | 11,140,307 | 10,509,163 | |||||||||||||||||||||||||||
| Securities | 2,548,695 | 2,223,417 | 1,769,878 | 1,918,604 | 1,898,564 | |||||||||||||||||||||||||||
| Total loans | 6,825,847 | 8,081,519 | 9,502,428 | 9,043,253 | 8,299,338 | |||||||||||||||||||||||||||
| Allowance for credit losses | (106,094) | (127,302) | (63,575) | (61,469) | (51,834) | |||||||||||||||||||||||||||
| Total intangible assets | 29,619 | 34,819 | 599,377 | 551,743 | 557,583 | |||||||||||||||||||||||||||
| Total deposits | 10,068,953 | 10,215,808 | 10,335,977 | 8,982,381 | 8,749,530 | |||||||||||||||||||||||||||
| Total borrowings | 110,844 | 571,637 | 827,550 | 1,517,816 | 1,137,075 | |||||||||||||||||||||||||||
| Total shareholders’ equity | 1,182,435 | 1,187,773 | 1,758,564 | 1,552,918 | 1,496,264 | |||||||||||||||||||||||||||
40
| At or For the Years Ended December 31, | ||||||||||||||||||||||||||||||||
| 2021 | 2020 | 2019 | 2018 | 2017 | ||||||||||||||||||||||||||||
| Selected Operating Data: | ||||||||||||||||||||||||||||||||
| Total interest and dividend income | $ | 329,065 | $ | 409,782 | $ | 509,513 | $ | 465,894 | $ | 355,076 | ||||||||||||||||||||||
| Total interest expense | 37,899 | 93,000 | 144,255 | 109,694 | 64,113 | |||||||||||||||||||||||||||
| Net interest income | 291,166 | 316,782 | 365,258 | 356,200 | 290,963 | |||||||||||||||||||||||||||
| Fee income | 84,462 | 69,990 | 76,824 | 74,026 | 71,356 | |||||||||||||||||||||||||||
| All other non-interest income/(loss) | 58,786 | (3,683) | 7,178 | 298 | 2,888 | |||||||||||||||||||||||||||
| Total net revenue | 434,414 | 383,089 | 449,260 | 430,524 | 365,207 | |||||||||||||||||||||||||||
| Provision for credit losses | (500) | 75,878 | 35,419 | 25,451 | 21,025 | |||||||||||||||||||||||||||
| Total non-interest expense | 285,893 | 840,239 | 289,857 | 266,893 | 252,978 | |||||||||||||||||||||||||||
| Income/(loss) from continuing operations before income taxes | 149,021 | (533,028) | 123,984 | 138,180 | 91,204 | |||||||||||||||||||||||||||
| Income tax expense/(benefit) from continuing operations | 30,357 | (19,853) | 22,463 | 28,961 | 42,088 | |||||||||||||||||||||||||||
| Net income/(loss) from continuing operations | 118,664 | (513,175) | 101,521 | 109,219 | 49,116 | |||||||||||||||||||||||||||
| (Loss)/income from discontinued operations before income taxes | — | (26,855) | (5,539) | (4,767) | 8,545 | |||||||||||||||||||||||||||
| Income tax (benefit)/expense from discontinued operations | — | (7,013) | (1,468) | (1,313) | 2,414 | |||||||||||||||||||||||||||
| Net (loss)/income from discontinued operations | — | (19,842) | (4,071) | (3,454) | 6,131 | |||||||||||||||||||||||||||
| Net income/(loss) | $ | 118,664 | $ | (533,017) | $ | 97,450 | $ | 105,765 | $ | 55,247 | ||||||||||||||||||||||
| Basic earnings/(loss) per common share: | ||||||||||||||||||||||||||||||||
| Continuing operations | $ | 2.41 | $ | (10.21) | $ | 2.06 | $ | 2.38 | $ | 1.24 | ||||||||||||||||||||||
| Discontinued operations | — | (0.39) | (0.08) | (0.08) | 0.16 | |||||||||||||||||||||||||||
| Total basic earnings/(loss) per share | $ | 2.41 | $ | (10.60) | $ | 1.98 | $ | 2.30 | $ | 1.40 | ||||||||||||||||||||||
| Diluted earnings/(loss) per common share: | ||||||||||||||||||||||||||||||||
| Continuing operations | $ | 2.39 | $ | (10.21) | $ | 2.05 | $ | 2.36 | $ | 1.24 | ||||||||||||||||||||||
| Discontinued operations | — | (0.39) | (0.08) | (0.07) | 0.15 | |||||||||||||||||||||||||||
| Total diluted earnings/(loss) per share | $ | 2.39 | $ | (10.60) | $ | 1.97 | $ | 2.29 | $ | 1.39 | ||||||||||||||||||||||
| Weighted average common shares outstanding - basic | 49,240 | 50,270 | 49,263 | 46,024 | 39,456 | |||||||||||||||||||||||||||
| Weighted average common shares outstanding - diluted | 49,554 | 50,270 | 49,421 | 46,231 | 39,695 | |||||||||||||||||||||||||||
| Dividends per preferred share | $ | — | $ | 1.20 | $ | 1.84 | $ | 1.76 | $ | 0.42 | ||||||||||||||||||||||
| Dividends per common share | $ | 0.48 | $ | 0.72 | $ | 0.92 | $ | 0.88 | $ | 0.84 | ||||||||||||||||||||||
| Asset Quality and Condition Ratios: (3) | ||||||||||||||||||||||||||||||||
| Net loans charged-off/average loans | 0.29 | % | 0.41 | % | 0.35 | % | 0.18 | % | 0.19 | % | ||||||||||||||||||||||
| Allowance for credit losses/total loans | 1.55 | 1.58 | 0.67 | 0.68 | 0.62 | |||||||||||||||||||||||||||
| Loans/deposits | 68 | 79 | 92 | 101 | 95 | |||||||||||||||||||||||||||
| Capital Ratios: | ||||||||||||||||||||||||||||||||
| Tier 1 capital to average assets - Company | 10.49 | % | 9.38 | % | 9.33 | % | 9.04 | % | 9.01 | % | ||||||||||||||||||||||
| Total capital to risk-weighted assets - Company | 17.32 | 16.10 | 13.73 | 12.99 | 12.43 | |||||||||||||||||||||||||||
| Tier 1 capital to risk-weighted assets - Company | 15.30 | 14.06 | 12.30 | 11.57 | 11.15 | |||||||||||||||||||||||||||
| Shareholders’ equity/total assets | 10.23 | 9.25 | 13.31 | 12.73 | 12.93 | |||||||||||||||||||||||||||
41
___________________________________
(1) All performance ratios are annualized and are based on average balance sheet amounts, where applicable.
(2) Fully taxable equivalent considers the impact of tax advantaged investment securities and loans.
(3) For periods prior to 2020, generally accepted accounting principles require that loans acquired in a business combination be recorded at fair value, whereas loans from business activities are recorded at cost. The fair value of loans acquired in a business combination includes expected loan losses, and there is no loan loss allowance recorded for these loans at the time of acquisition. Accordingly, the ratio of the loan loss allowance to total loans is reduced as a result of the existence of such loans, and this measure is not directly comparable to prior periods. Similarly, net loan charge-offs are normally reduced for loans acquired in a business combination since these loans are recorded net of expected loan losses. Therefore, the ratio of net loan charge-offs to average loans is reduced as a result of the existence of such loans, and this measure is not directly comparable to prior periods. Other institutions may have loans acquired in a business combination, and therefore there may be no direct comparability of these ratios between and among other institutions.
42
Average Balances, Interest and Average Yields/Cost
The following table presents an analysis of average rates and yields on a fully taxable equivalent basis for the years presented. Tax exempt interest revenue is shown on a tax-equivalent basis for proper comparison.
Item 7 - Table 3 - Average Balance, Interest and Average Yields / Costs
| 2021 | 2020 | 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (Dollars in millions) | Average Balance | Interest | Average Yield/ Rate | Average Balance | Interest | Average Yield/ Rate | Average Balance | Interest | Average Yield/ Rate | |||||||||||||||||||||||||||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Loans: (1)(2) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Commercial real estate | $ | 3,600.2 | $ | 124.4 | 3.46 | % | $ | 3,958.6 | $ | 151.5 | 3.83 | % | $ | 3,789.5 | $ | 188.6 | 4.98 | % | ||||||||||||||||||||||||||||||||||||||
| Commercial and industrial loans | 1,527.6 | 71.8 | 4.70 | 2,049.4 | 87.7 | 4.28 | 1,983.9 | 111.2 | 5.60 | |||||||||||||||||||||||||||||||||||||||||||||||
| Residential loans | 1,560.4 | 58.4 | 3.75 | 2,324.3 | 87.8 | 3.78 | 2,719.8 | 100.7 | 3.70 | |||||||||||||||||||||||||||||||||||||||||||||||
| Consumer loans | 569.1 | 22.0 | 3.87 | 828.1 | 31.3 | 3.78 | 1,038.4 | 46.5 | 4.48 | |||||||||||||||||||||||||||||||||||||||||||||||
| Total loans | 7,257.3 | 276.6 | 3.81 | 9,160.4 | 358.3 | 3.91 | 9,531.6 | 447.0 | 4.69 | |||||||||||||||||||||||||||||||||||||||||||||||
| Investment securities (2)(3) | 2,283.6 | 49.4 | 2.16 | 1,845.2 | 54.6 | 2.96 | 1,846.9 | 62.6 | 3.39 | |||||||||||||||||||||||||||||||||||||||||||||||
| Short-term investments and loans held for sale (4) | 1,619.4 | 2.3 | 0.58 | 767.2 | 4.4 | 0.64 | 335.3 | 13.4 | 4.01 | |||||||||||||||||||||||||||||||||||||||||||||||
| Mid-Atlantic region loans held for sale | 179.5 | 7.1 | 3.97 | 25.2 | 0.4 | 1.07 | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Total interest-earning assets | 11,339.8 | 335.4 | 2.60 | 11,798.0 | 417.7 | 3.55 | 11,713.8 | 523.0 | 4.47 | |||||||||||||||||||||||||||||||||||||||||||||||
| Intangible assets | 32.0 | 316.1 | 578.1 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other non-interest earning assets (4) | 684.1 | 747.1 | 669.1 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total assets | $ | 12,055.9 | $ | 12,861.2 | $ | 12,961.0 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Liabilities and shareholders' equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Deposits: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| NOW and other | $ | 1,340.2 | $ | 1.0 | 0.07 | % | $ | 1,216.6 | $ | 3.5 | 0.29 | % | $ | 1,053.9 | $ | 6.5 | 0.62 | % | ||||||||||||||||||||||||||||||||||||||
| Money market | 2,749.7 | 5.3 | 0.19 | 2,713.6 | 15.3 | 0.56 | 2,542.6 | 31.4 | 1.23 | |||||||||||||||||||||||||||||||||||||||||||||||
| Savings | 1,067.7 | 0.5 | 0.05 | 914.1 | 0.9 | 0.10 | 798.2 | 1.2 | 0.15 | |||||||||||||||||||||||||||||||||||||||||||||||
| Certificates of deposit | 1,978.9 | 18.6 | 0.94 | 3,102.9 | 52.5 | 1.69 | 3,754.2 | 76.1 | 2.03 | |||||||||||||||||||||||||||||||||||||||||||||||
| Total interest-bearing deposits | 7,136.5 | 25.4 | 0.36 | 7,947.2 | 72.2 | 0.91 | 8,148.9 | 115.2 | 1.41 | |||||||||||||||||||||||||||||||||||||||||||||||
| Borrowings and notes (5) | 320.2 | 10.7 | 3.34 | 841.6 | 20.7 | 2.46 | 1,115.5 | 32.4 | 2.91 | |||||||||||||||||||||||||||||||||||||||||||||||
| Mid-Atlantic region interest-bearing deposits | 335.1 | 1.8 | 0.54 | 45.0 | 0.1 | 0.80 | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Total interest-bearing liabilities | 7,791.8 | 37.9 | 0.49 | 8,833.8 | 93.0 | 1.06 | 9,264.4 | 147.6 | 1.59 | |||||||||||||||||||||||||||||||||||||||||||||||
| Non-interest-bearing demand deposits | 2,817.4 | 2,324.6 | 1,745.2 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other non-interest-bearing liabilities (4) | 280.9 | 281.4 | 257.1 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total liabilities | 10,890.1 | 11,439.8 | 11,266.7 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total shareholders' equity | 1,165.8 | 1,421.4 | 1,694.3 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total liabilities and equity | $ | 12,055.9 | $ | 12,861.2 | $ | 12,961.0 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net interest income | $ | 297.5 | $ | 324.7 | $ | 375.4 | ||||||||||||||||||||||||||||||||||||||||||||||||||
43
| 2021 | 2020 | 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (Dollars in millions) | Average Balance | Interest | Average Yield/ Rate | Average Balance | Interest | Average Yield/ Rate | Average Balance | Interest | Average Yield/ Rate | |||||||||||||||||||||||||||||||||||||||||||||||
| Net interest spread | 2.12 | % | 2.49 | % | 2.88 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net interest margin (6) | 2.60 | 2.72 | 3.17 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cost of funds | 0.35 | 0.84 | 1.34 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cost of deposits | 0.26 | 0.71 | 1.16 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest-earning assets/interest-bearing liabilities | 149.67 | 133.95 | 126.44 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Supplementary data | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total non-maturity deposits | $ | 7,975.0 | $ | 7,168.9 | $ | 6,139.9 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Total deposits | 9,954.0 | 10,271.8 | 9,894.1 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fully taxable equivalent adjustment | 6.3 | 6.4 | 7.5 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
____________________________________
Notes:
(1) The average balances of loans include nonaccrual loans, and deferred fees and costs. As of December 31, 2021 and December 31, 2020, deferred fees related to PPP loans totaled $0.2 million and 12.3 million, respectively.
(2) The yield on tax-exempt loans and securities is computed on a fully tax-equivalent basis using a tax rate of 27%.
(3) The average balance of investment securities is based on amortized cost.
(4) Includes discontinued operations.
(5) The average balances of borrowings and notes include the capital lease obligation presented under other liabilities on the consolidated balance sheet.
(6) Purchase accounting accretion totaled $6.7 million, $9.9 million, and $14.5 million for the years-ended December 31, 2021, 2020, and 2019, respectively. The effect of purchase accounting accretion on the net interest margin was an increase in all years, which is shown sequentially as follows beginning with the most recent year and ending with the earliest year: 0.09%, 0.12%, and 0.22%.
44
Rate/Volume Analysis
The following table presents the effects of rate and volume changes on the fully taxable equivalent net interest income. Tax exempt interest revenue is shown on a tax-equivalent basis for proper comparison. For each category of interest-earning assets and interest-bearing liabilities, information is provided with respect to changes attributable to (1) changes in rate (change in rate multiplied by prior year volume), (2) changes in volume (change in volume multiplied by prior year rate), and (3) changes in volume/rate (change in rate multiplied by change in volume) have been allocated proportionately based on the absolute value of the change due to the rate and the change due to volume. There are no out-of-period adjustments included in the rate/volume analysis in the following table.
Item 7 - Table 4 - Rate Volume Analysis
| 2021 Compared with 2020 | 2020 Compared with 2019 | |||||||||||||||||||||||||||||||||||||
| (Decrease) Increase Due to | (Decrease) Increase Due to | |||||||||||||||||||||||||||||||||||||
| (In thousands) | Rate | Volume | Net | Rate | Volume | Net | ||||||||||||||||||||||||||||||||
| Interest income: | ||||||||||||||||||||||||||||||||||||||
| Commercial real estate | $ | (14,027) | $ | (13,071) | $ | (27,098) | $ | (45,193) | $ | 8,096 | $ | (37,097) | ||||||||||||||||||||||||||
| Commercial and industrial loans | 7,962 | (23,913) | (15,951) | (27,008) | 3,561 | (23,447) | ||||||||||||||||||||||||||||||||
| Residential loans | (762) | (28,622) | (29,384) | 2,017 | (14,907) | (12,890) | ||||||||||||||||||||||||||||||||
| Consumer loans | 704 | (10,014) | (9,310) | (6,575) | (8,592) | (15,167) | ||||||||||||||||||||||||||||||||
| Total loans | (6,123) | (75,620) | (81,743) | (76,759) | (11,842) | (88,601) | ||||||||||||||||||||||||||||||||
| Investment securities | (16,598) | 11,341 | (5,257) | (7,945) | (57) | (8,002) | ||||||||||||||||||||||||||||||||
Short-term investments and loans held for sale (1) | (5,508) | 2,980 | (2,528) | (16,924) | 8,297 | (8,627) | ||||||||||||||||||||||||||||||||
| Mid-Atlantic region loans held for sale | (1,480) | 8,600 | $ | 7,120 | — | — | — | |||||||||||||||||||||||||||||||
| Total interest income | $ | (29,709) | $ | (52,699) | $ | (82,408) | $ | (101,628) | $ | (3,602) | $ | (105,230) | ||||||||||||||||||||||||||
| Interest expense: | ||||||||||||||||||||||||||||||||||||||
| NOW accounts | $ | (2,832) | $ | 327 | $ | (2,505) | $ | (3,835) | $ | 882 | $ | (2,953) | ||||||||||||||||||||||||||
| Money market accounts | (10,259) | 201 | (10,058) | (18,043) | 1,985 | (16,058) | ||||||||||||||||||||||||||||||||
| Savings accounts | (536) | 137 | (399) | (409) | 156 | (253) | ||||||||||||||||||||||||||||||||
| Certificates of deposit | (18,740) | (15,233) | (33,973) | (11,486) | (12,093) | (23,579) | ||||||||||||||||||||||||||||||||
| Total deposits | (32,367) | (14,568) | (46,935) | (33,773) | (9,070) | (42,843) | ||||||||||||||||||||||||||||||||
| Borrowings | 5,691 | (15,702) | (10,011) | (4,553) | (7,206) | (11,759) | ||||||||||||||||||||||||||||||||
| Mid-Atlantic region interest-bearing deposits | 814 | 1,005 | $ | 1,819 | — | — | — | |||||||||||||||||||||||||||||||
| Total interest expense | $ | (26,676) | $ | (30,270) | $ | (55,127) | $ | (38,326) | $ | (16,276) | $ | (54,602) | ||||||||||||||||||||||||||
| Change in net interest income | $ | (3,033) | $ | (22,429) | $ | (27,281) | $ | (63,302) | $ | 12,674 | $ | (50,628) | ||||||||||||||||||||||||||
(1) Includes discontinued operations.
45
NON-GAAP FINANCIAL MEASURES
This document contains certain non-GAAP financial measures in addition to results presented in accordance with Generally Accepted Accounting Principles (“GAAP”). These non-GAAP measures are intended to provide the reader with additional supplemental perspectives on operating results, performance trends, and financial condition. Non-GAAP financial measures are not a substitute for GAAP measures; they should be read and used in conjunction with the Company’s GAAP financial information. A reconciliation of non-GAAP financial measures to GAAP measures is provided below. In all cases, it should be understood that non-GAAP measures do not depict amounts that accrue directly to the benefit of shareholders. An item which management excludes when computing non-GAAP adjusted earnings can be of substantial importance to the Company’s results for any particular quarter or year. The Company’s non-GAAP adjusted earnings information set forth is not necessarily comparable to non-GAAP information which may be presented by other companies. Each non-GAAP measure used by the Company in this report as supplemental financial data should be considered in conjunction with the Company’s GAAP financial information.
The Company utilizes the non-GAAP measure of adjusted earnings in evaluating operating trends, including components for operating revenue and expense. These measures exclude amounts which the Company views as unrelated to its normalized operations. These items primarily include securities gains/losses, merger costs, restructuring costs, goodwill impairment, and discontinued operations.
In 2021, the Company recorded a third quarter net gain of $52 million on the sale of the operations of the insurance subsidiary and the Mid-Atlantic branch operations. Expense adjustments in the first quarter 2021 were primarily related to branch consolidations. Third quarter 2021 adjustments included Federal Home Loan Bank borrowings prepayment costs. They also included other restructuring charges for efficiency initiatives in operations areas including write-downs on real estate moved to held for sale and severance related to staff reductions. The fourth quarter 2021 revenue adjustment was primarily related to trailing revenue on a previously reported sale, and the expense adjustment was due primarily to branch restructuring costs.
Discontinued operations are the Company’s national mortgage banking operations for which the Company completed the wind down of operations in 2020. Merger costs consist primarily of severance/benefit related expenses, contract termination costs, systems conversion costs, variable compensation expenses, and professional fees. There were no merger costs in 2020 and merger costs in 2019 are primarily related to the acquisition of SI Financial Group, Inc. in May 2019. Restructuring costs generally consist of costs and losses associated with the disposition of assets and liabilities and lease terminations, including costs related to branch sales. Restructuring costs also include severance and consulting expenses related to the Company’s strategic review. They also include costs related to the consolidation of branches. Restructuring expense and other for 2020 primarily related to executive separation expense as a result of the CEO transition. Restructuring expense and other for 2019 primarily related to branch consolidations.
The Company calculates certain profitability measures based on its adjusted revenue, expenses, and earnings. The Company also calculates adjusted earnings per share based on its measure of adjusted earnings. The Company views these amounts as important to understanding its operating trends, particularly due to the impact of accounting standards related to merger and acquisition activity. Analysts also rely on these measures in estimating and evaluating the Company’s performance. Management also believes that the computation of non-GAAP adjusted earnings and adjusted earnings per share may facilitate the comparison of the Company to other companies in the financial services industry.
Due to the anticipated earnings volatility resulting from loan loss provisions reflecting changes in estimates of uncertain future economic conditions under the new CECL accounting standard, many users of bank financial statements are focusing on Pre-Provision Net Revenue (“PPNR”). This is a measure of revenue less expenses, and is calculated before the loan loss provision and income tax expense. This measure gives clearer visibility of the operations of the company during the periods presented in the income statements, without the impact of period-end estimates of future uncertain events. This measure also enhances comparisons of operations across different banks, which might have significantly different period-end estimates of uncertain future economic conditions that affect the loan loss provision. Consistent with its previous practices measuring results on an adjusted basis before the impacts of acquisitions, divestitures, and other designated items, the Company has introduced the measure of Adjusted Pre-Provision Net Revenue (“Adjusted PPNR”) which measures PPNR excluding adjustments for items not viewed as
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related to ongoing operations. This measure is now integral to the Company’s analysis of its operations, and is not viewed as a substitute for GAAP measures of net income. Analysts also use this measure in assessing the Company’s operations and in making comparisons across banks. The Company and analysts also measure Adjusted PPNR/Assets in order to utilize the PPNR measure in assessing its comparative operating profitability. This measure primarily relies on the measures of adjusted revenue and adjusted expense already used in the Company’s calculation of its efficiency ratio.
The Company also adjusts certain equity related measures to exclude intangible assets due to the importance of these measures to the investment community.
The following table summarizes the reconciliation of non-GAAP items recorded for the time periods indicated:
| At or For the Years Ended | ||||||||||||||||||||
| (Dollars in thousands) | December 31, 2021 | December 31, 2020 | December 31, 2019 | |||||||||||||||||
| GAAP Net income/(loss) | $ | 118,664 | $ | (533,017) | $ | 97,450 | ||||||||||||||
| Non-GAAP measures | ||||||||||||||||||||
| Adj: Loss/(gain) on securities, net | 787 | 7,520 | (4,389) | |||||||||||||||||
| Adj: Goodwill impairment | — | 553,762 | — | |||||||||||||||||
| Adj: Net gains on sale of business operations | (52,942) | (1,240) | — | |||||||||||||||||
| Adj: Acquisition, restructuring, conversion, and other related expenses (1) | 5,781 | 5,839 | 28,046 | |||||||||||||||||
| Adj: Loss from discontinued operations before income taxes | — | 26,855 | 5,539 | |||||||||||||||||
| Adj: Income taxes | 11,696 | (29,342) | (7,799) | |||||||||||||||||
| Net non-operating charges | (34,678) | 563,394 | 21,397 | |||||||||||||||||
| Total adjusted net income (non-GAAP) | $ | 83,986 | $ | 30,377 | $ | 118,847 | ||||||||||||||
| GAAP Total revenue from continuing operations | $ | 434,414 | $ | 383,089 | $ | 449,260 | ||||||||||||||
| Adj: Loss/(gain) on securities, net | 787 | 7,520 | (4,389) | |||||||||||||||||
| Adj: Net gains on sale of business operations | (52,942) | (1,240) | — | |||||||||||||||||
| Total adjusted operating revenue (non-GAAP) | $ | 382,259 | $ | 389,369 | $ | 444,871 | ||||||||||||||
| GAAP Total non-interest expense from continuing operations | $ | 285,893 | $ | 840,239 | $ | 289,857 | ||||||||||||||
| Less: Total non-operating expense (see above) | (5,781) | (5,839) | (28,046) | |||||||||||||||||
| Less: Goodwill impairment | — | (553,762) | — | |||||||||||||||||
| Adjusted operating non-interest expense (non-GAAP) | $ | 280,112 | $ | 280,638 | $ | 261,811 | ||||||||||||||
| Pre-tax, pre-provision net revenue (PPNR) from continuing operations | $ | 148,521 | $ | (457,150) | $ | 159,403 | ||||||||||||||
| Adjusted pre-tax, pre-provision net revenue (PPNR) | 102,147 | 108,731 | $ | 183,060 | ||||||||||||||||
| (in millions, except per share data) | ||||||||||||||||||||
| Total average assets | $ | 12,056 | $ | 12,861 | $ | 12,961 | ||||||||||||||
| Total average shareholders' equity | 1,166 | 1,421 | 1,694 | |||||||||||||||||
| Total average tangible shareholders equity | 1,134 | 1,105 | 1,116 | |||||||||||||||||
| Total average tangible common shareholders equity | 1,134 | 1,088 | 1,076 | |||||||||||||||||
| Total tangible shareholders’ equity, period-end | 1,153 | 1,153 | 1,159 | |||||||||||||||||
| Total tangible common shareholders’ equity, period-end | 1,153 | 1,153 | 1,119 | |||||||||||||||||
| Total tangible assets, period-end | 11,525 | 12,803 | 12,613 | |||||||||||||||||
| Total common shares outstanding, period-end (thousands) | 48,667 | 50,833 | 49,585 | |||||||||||||||||
Average diluted shares outstanding (thousands) | 49,554 | 50,308 | 49,421 | |||||||||||||||||
| Earnings/(loss) per share, diluted | $ | 2.39 | $ | (10.60) | $ | 1.97 | ||||||||||||||
| Plus: Net adjustments per share, diluted | (0.70) | 11.20 | 0.43 | |||||||||||||||||
| Adjusted earnings per share, diluted | 1.69 | 0.60 | 2.40 | |||||||||||||||||
| Book value per common share, period-end | 24.30 | 23.37 | 34.65 | |||||||||||||||||
| Tangible book value per common share, period-end | 23.69 | 22.68 | 22.56 | |||||||||||||||||
| Total shareholders' equity/total assets | 10.23 | 9.25 | 13.31 | |||||||||||||||||
| Total tangible shareholders' equity/total tangible assets | 10.00 | 9.01 | 9.19 | |||||||||||||||||
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| At or For the Years Ended | ||||||||||||||||||||
| (Dollars in thousands) | December 31, 2021 | December 31, 2020 | December 31, 2019 | |||||||||||||||||
| Performance Ratios | ||||||||||||||||||||
| GAAP return on assets | 0.98 | % | (4.15) | % | 0.75 | % | ||||||||||||||
| Adjusted return on assets | 0.70 | 0.24 | 0.93 | |||||||||||||||||
| GAAP return on equity | 10.18 | (37.46) | 5.75 | |||||||||||||||||
| Adjusted return on equity | 7.20 | 2.14 | 7.01 | |||||||||||||||||
| Adjusted return on tangible common equity | 7.74 | 3.18 | 11.35 | |||||||||||||||||
Efficiency ratio (2) | 69.96 | 68.53 | 55.63 | |||||||||||||||||
Supplementary Data (in thousands) | ||||||||||||||||||||
| Tax benefit on tax-credit investments | $ | 4,372 | $ | 4,699 | $ | 7,950 | ||||||||||||||
| Non-interest income charge on tax-credit investments | (3,445) | (3,645) | (6,455) | |||||||||||||||||
| Net income on tax-credit investments | 928 | 1,054 | 1,495 | |||||||||||||||||
| Intangible amortization | 5,200 | 6,181 | 5,783 | |||||||||||||||||
| Fully taxable equivalent income adjustment | 6,344 | 6,402 | 7,451 | |||||||||||||||||
____________________________________
(1)Acquisition, restructuring, conversion, and other related expenses included no merger and acquisition expenses for the years -ended December 31, 2021, and 2020. For the year-ended 2019, these expenses included $18.7 million in merger and acquisition expenses and $9.3 million of restructuring, conversion, and other expenses.
(2)Efficiency ratio is computed by dividing total core tangible non-interest expense by the sum of total net interest income on a fully taxable equivalent basis and total core non-interest income adjusted to include tax credit benefit of tax shelter investments. The Company uses this non-GAAP measure to provide important information regarding its operational efficiency.
GENERAL
This discussion is intended to assist readers in understanding the financial condition and results of operations Berkshire Hills Bancorp, Inc. (“Berkshire” or the “Company"), the changes in key items in the Company’s Consolidated Financial Statements (“financial statements”) from year to year and the primary reasons for those changes.
The objectives of this section are:
•To provide a narrative explanation of the Company’s financial statements that enables investors to see the company through the eyes of management;
•To enhance the financial disclosure and provide the context within which financial information should be analyzed; and
•To provide information about the quality of, and potential future variability of, the Company’s earnings and cash flow.
This discussion includes the following sections:
•Summary
•Comparison of Financial Condition at December 31, 2021 and 2020
•Comparison of Operating Results for the Years Ended December 31, 2021 and 2020
•Comparison of Operating Results for the Years Ended December 31, 2020 and 2019
•Liquidity and Cash Flows
•Capital Resources
•Application of Critical Accounting Policies
•Enterprise Risk Management
•LIBOR Transition
•Corporate Responsibility Update
The following discussion and analysis should be read in conjunction with the Company’s financial statements and the notes thereto appearing in Item 8 of this document. In the following discussion, income statement comparisons
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are against the previous year and balance sheet comparisons are against the previous fiscal year-end, unless otherwise noted. Operating results discussed herein are not necessarily indicative of the results for the year 2022 or any future period. In management’s discussion and analysis of financial condition and results of operations, certain reclassifications have been made to make prior periods comparable. Tax-equivalent adjustments are the result of increasing income from tax-advantaged loans and securities by an amount equal to the taxes that would be paid if the income were fully taxable based on a 27% marginal rate (including state income taxes net of federal benefit). In the discussion, unless otherwise specified, references to earnings per share and "EPS" refer to diluted earnings per common share, including the dilutive impact of the convertible preferred shares.
Berkshire is a Delaware corporation headquartered in Boston and the holding company for Berkshire Bank (“the Bank”) Established in 1846, the Bank operates as a commercial bank under a Massachusetts trust company charter.
SUMMARY
The Company’s vision is to be a high performing, leading socially responsible community bank in New England and beyond. It offers a wide range of banking, investment, and financial services through its lines of business that include Commercial Banking, Retail Banking, Consumer Lending, Wealth Management, Private Banking, and its 44 Business Capital national SBA lending division. Berkshire is committed to unleashing the financial potential of all its stakeholders by leveraging its 175 years of expertise, leading performance on environmental, social and governance (ESG) matters and best-in-class fintech partnerships. Its differentiated DigiTouch™ approach, a powerful combination of personal service, including its MyBanker program, fused with the convenience of user-centric technology, targets high customer satisfaction and a frictionless experience.
The ongoing COVID-19 global pandemic continued to impact the Company’s activities and results in 2021. Business and consumer activity were recovering from the sharp downturn in 2020 but remained constrained by the impact of the pandemic. The Company’s markets generally reported comparatively high vaccination rates, but the emergence of new variants created disruptions throughout the year. Labor and supply shortages affected many sectors in the economy. The emergence of inflation led to expectations of a reversal of accommodative monetary policy near year-end, which had supported higher asset values across many financial and other property classes. Further federal fiscal support early in the year buoyed ongoing liquidity across the economy, and credit performance remained positive and improving throughout the year. The Company’s retail branch offices were intermittently affected by closures or reduced operations. Its non-branch workforce remained in a work-from-home status throughout the year as the Company continued to plan its transition to a hybrid work environment.
Berkshire reported net income of $119 million in 2021, compared to a loss of $533 million in 2020 and net income of $97 million in 2019. The loss in 2020 was primarily due to pandemic impacts leading to the write-off of goodwill and elevated provisioning for expected credit losses. Net income in 2021 included the benefit of lower credit loss provision expense reflecting strong credit performance. Results in 2021 also included gains recorded on the sale of Mid-Atlantic branches and insurance operations which were part of the Company’s strategy to focus on core markets and return excess equity to shareholders.
The Company uses the non-GAAP measure of adjusted earnings to assess its performance. This measure excludes items not viewed as related to ongoing operations. These items were presented and reconciled to GAAP measures in a previous section of this Item 7. Adjusted earnings were $84 million in 2021, compared to $30 million in 2020 and $119 million in 2019. The decrease in 2021 adjusted earnings compared to the pre-pandemic year of 2019 is a result of pandemic, economic, and operating factors leading to lower operating leverage. The Company’s BEST strategic plan goal, discussed below, is to restore operating leverage through revenue growth and expense discipline and to improve efficiencies based on its operating focus and technology initiatives.
Net income per share totaled $2.39 in 2021, and adjusted earnings per share totaled $1.69. For the year 2021, book value per share increased by 4% to $24.30, and the non-GAAP measure of tangible book value per share also increased by 4% to $23.69.
The Company’s Board of Directors recruited Nitin Mhatre as Chief Executing Officer in January 2021, completing the transition following the resignation of the previous CEO in August 2020. During the first quarter of 2021, the
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Company recruited Subhadeep Basu as SEVP/ Chief Financial Officer, replacing the prior CFO who resigned during the quarter. Also, during 2021, following the departure of the SEVP/Head of Consumer Banking, the Company recruited Lucy Bellomia as EVP/Head of Retail Banking and Ellen Steinfeld as EVP/Head of Consumer Lending and Payments. During 2021, Board Chair J. Williar Dunlaevy retired from the board, and Vice Chair David Brunelle was elected to the position of Board Chair. Three new directors joined the Board during the year: Nina A. Charnley, Jeffrey W. Kip, and Michael A. Zaitzeff.
In the second quarter of 2021, the Company announced its Berkshire’s Exciting Strategic Transformation (BEST) plan. The comprehensive BEST plan is targeted to improve the customer experience, deliver profitable growth, enhance stakeholder value and strengthen Berkshire’s community impact with improved focus on long-term efficiency, its customers, and its communities. The BEST plan has five major goals over the three-year plan period:
•Return On Tangible Common Equity (ROTCE): 10 - 12%
◦2021 Return on tangible common equity was 10.80%; Adjusted ROTCE was 7.74%
•Return on Assets (ROA): 1.00 – 1.05%
◦2021 ROA was 0.98%; Adjusted ROA was 0.70%
•Annual Pre-tax Pre-Provision Net Revenue (PPNR): $180 - 200 million
◦2021 PPNR was $149 million; adjusted PPNR was $102 million
•Net Promoter Score (NPS) in top quartile among New England banks
◦NPS measures customer experience and is correlated with business growth potential
◦NPS measure to be initiated in 2022
•ESG ranking in the top quartile nationally based on composite metrics tracked by the Company
◦ESG percentile ranking improved from 39th at year-end 2020 to 24th at year-end 2021
The plan has three major pillars; optimize, digitize, and enhance, outlined below along with the Company's 2021 accomplishments:
•Optimize
◦Completed the sale of its Mid-Atlantic branch operations, sold insurance operations, and consolidated 16 branch locations.
◦Procurement programs were widely initiated throughout the company.
◦Excess real estate was identified and designated as held for sale.
◦A third-party partnership was entered into for residential mortgage servicing.
•Digitize
◦Built out Application Programming Interfaces (APIs) to core systems.
◦Data warehouse technology was enhanced and enterprise analytics were expanded.
◦A mobile deposit application was deployed to customers through a fintech partnership.
◦A third-party fintech partnership was entered into for internet and mobile consumer loan origination.
•Enhance
◦Front-line bankers were recruited across multiple business lines.
◦Socially responsible wealth management investment solutions were introduced.
◦A residential mortgage origination conduit was initiated with third-party in-market bank partners.
◦A 5% share repurchase was completed and a new repurchase program for additional buybacks was announced after year-end for approximately 9% of outstanding shares.
In the third quarter, Berkshire announced its BEST Community Comeback initiative that targets to lend and invest $5 billion over three years to strengthen the economic health of its communities, an industry-leading commitment given the relative size of the program and the Bank. This initiative includes specific targets for small business lending, lending in low and moderate income neighborhoods, mortgage lending to minorities, and lending for low-
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carbon projects amongst other non-financial measures. The plan is expected to help create more businesses and jobs, assist more families in achieving the dream of homeownership and support the transition to a low-carbon economy.
Berkshire resumed commercial loan growth in the fourth quarter of 2021 after a number of quarters of attrition from targeted run-off and lower demand. Growth of non-interest-bearing deposit account balances totaled 21% in 2021. The Company used excess liquidity to reduce higher cost wholesale funds and to increase the portfolio of investment securities. At year-end 2021, the Company viewed itself as having excess liquidity to support plans for resumed loan growth, further reductions in higher cost funds, and stock repurchases in the coming year.
The Company ended 2021 with cash and cash equivalents measuring 14% of total assets, contributing to strongly positive earnings sensitivity to higher interest rates. These low yielding assets reduced profitability metrics in 2021 but positioned the Company to benefit from forecast higher interest rates in 2022 and beyond. In addition to its $1.6 billion in year-end cash and equivalents, the Company also had $3.4 billion in loans with scheduled repricings within three months.
At year-end 2021, many of the Company’s asset quality and credit performance metrics had returned to pre-pandemic levels. The Company reduced the level of its credit loss allowance/loans in the fourth quarter and anticipated possible further normalization of reserve coverage if public health and economic conditions continued to support strong credit performance.
In 2021, Berkshire established a new banking region in Southern Connecticut and recruited a veteran Connecticut banking professional as SVP, Regional President & Middle Market Team Leader in Southern Connecticut, based in New Haven. The Company also opened a new Commercial Banking office in Providence, Rhode Island to complement and expand its existing Rhode Island presence. The Company also hired experienced frontline bankers in its growing Commercial Banking, SBA Lending, Asset-Based Lending, Wealth Management, Private Banking, and MyBanker teams.
The Company believes that merger activities among major local competitors provide opportunity for customer and talent acquisition over the near and medium term. The Company’s strategy is to be “banker heavy and branch light” in newer markets. The Company’s goal is to produce positive operating leverage through revenue growth and disciplined expense management utilizing expanded market channels, it’s 175 year history of community focus and it’s Digitouch™ strategy which combines personal service with the convenience of user-friendly technology.
The Company reduced its total branch banking offices from 130 offices at the start of the year to 106 offices at year-end 2021, including the 8 Mid-Atlantic offices sold and the consolidation of 16 other offices. The Company is considering the further consolidation of another 5 - 10 branches. Berkshire executed this plan in conjunction with the expansion of its MyBanker concierge style banking program. Deposit retention in the consolidated branches is regarded as high in part due to the MyBanker program,
At year-end 2021, forecasts of economic and public health conditions were supportive of the prospects for continued improvement in the Company’s markets. While uncertainties remain about the course of public health and government programs that have supported the economy during the pandemic, the Company views itself as positioned with excess capital and excess liquidity to support its strategies. Price inflation has recently reached levels not seen in four decades, and interest rate levels are expected to increase sharply after years of low interest rates. The Company’s income is targeted to benefit from higher rates based on its asset sensitive interest rate sensitivity profile.
COMPARISON OF FINANCIAL CONDITION AT DECEMBER 31, 2021 AND DECEMBER 31, 2020
Summary: Total assets decreased to $11.6 billion from $12.8 billion during 2021. This included the $0.6 billion impact of the sale of the Mid-Atlantic branch operations, along with the impact of $0.6 billion in Paycheck Protection Program (“PPP”) loan payoffs. Cash and cash equivalents increased to 14% of total assets, contributing to heightened asset sensitivity which is expected to benefit income in the forecast rising rate environment. The ratio of loans to deposits decreased to 68% from 79%, and the regulatory ratio of common equity tier 1 capital to risk-weighted assets increased to 15.0% from 13.8%. Most major measures of asset quality strengthened as economic
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conditions improved from distressed pandemic conditions, with many measures returning to pre-pandemic levels. The Company paid down most higher cost wholesale funding which, along with ongoing repricing of maturing retail time deposits, continued to lower overall funding costs and support the net interest margin. Stock repurchases were resumed in 2021 following a pause in 2020 and are targeted to accelerate in 2022.
Investments: Short-term investments remained elevated at $1.52 billion, or 14% of earning assets at year-end 2021.
These funds are available for ongoing payoffs of remaining maturing brokered deposits and are available to fund targeted net loan growth in 2022, as well as potential increases in the investment securities portfolio. Most short-term investments are held at the Federal Reserve Bank of Boston. The yield on short-term investments was approximately 0.17% in the final quarter of 2021, which brought down the overall yield on earning assets and the return on assets until the planned opportunity to source higher yielding loans and investments in 2022.
The portfolio of investment securities increased by $325 million, or 15%, to $2.55 billion in 2021, with much of this growth recorded in the fourth quarter in order to avoid further accumulation of low yielding short-term investments.
Growth was concentrated in agency mortgage-backed securities. Approximately 53% of the net growth was in held to maturity securities in order to limit negative impacts on accumulated other comprehensive income in shareholders’ equity if rising rates lead to bond price declines which would result in charges to shareholders’ equity. The portfolio is highly liquid, with an average life of 4.6 years for the bond portfolio at period-end. The portfolio yield decreased to 2.04% in the fourth quarter of 2021 from 2.69% in the fourth quarter of 2020, due to ongoing compression of asset yields.
The portfolio of investment securities had an unrealized gain of $6 million, or 0.2% of cost, at period-end, compared to $68 million, or 3.2% of cost at the start of the year, due to the rise in medium term interest rates during 2021. The Company continues to evaluate possible expansion of the securities portfolio to utilize a portion of excess short-term investments, taking into consideration the outlook for interest rates, loan growth, and deposit behaviors.
Loans: Total loans decreased by $1.3 billion, or 16% in 2021, to $6.83 billion. This primarily reflected $0.6 billion in PPP loan pay-offs and $0.6 billion in run-off of residential mortgages and consumer loans. The PPP loan repayments were based on SBA loan forgiveness procedures and were anticipated. Excluding these loans, total commercial loans decreased by $74 million due to a $158 million decrease in commercial loans to COVID-sensitive industries.
Commercial loan growth turned positive in the final quarter of the year as new frontline bankers contributed to loan originations. This also contributed to a strengthening of the commercial loan pipeline at year-end.
At year-end 2021, non-owner occupied commercial real estate loans measured 223% of risk based capital, compared to the 300% federal regulatory monitoring guideline. Construction loans measured 26% of risk-based capital, compared to the 100% guideline. Included in commercial and industrial loans, the remaining balance of PPP loans was $30 million at year-end 2021, having declined from $633 million at the start of the year due to payoffs from SBA loan forgiveness. Also included in commercial and industrial loans are the asset-based lending loans managed by the Company’s growing ABL team in the Northeast and MidAtlantic. At year-end 2021, total C&I loans included $440 million of ABL balances, which was a 40% increase over the prior year-end. The Company’s 44 Business Capital national SBA lending group ranked 24th nationally for the SBA year ending September 30, 2021, with a total of $293 million in gross loans approved. The Company sells the SBA guaranteed portion of these loans, with the result that 44 Business Capital is one of the Company’s largest sources of non-interest income.
Residential mortgage runoff reflected ongoing prepayments in the low interest rate environment. Berkshire is expanding its mortgage origination team and is also developing conduit relationships with in-market third-party lenders. Consumer loan runoff primarily represents targeted run-off of the indirect auto loan portfolio. The balance of this portfolio was $110 million at year-end 2021, compared to $222 million at year-end 2020. In the fourth quarter of 2021, the Bank initiated a relationship with a leading artificial intelligence digital (AI) lending platform designed to improve access to affordable consumer credit while reducing the risk and costs of lending. The
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Company is investigating additional consumer lending channels as it pursues the strategies and goals set out in its BEST and Berkshire Community Comeback programs.
At year-end 2021, 50% of total loans were scheduled to mature or reprice within three months. contributing to the modeled asset sensitivity of the Company’s interest rate risk profile.
Asset Quality and Credit Loss Allowance: Major asset quality metrics improved in 2021, trending towards pre-pandemic levels. Total non-accruing loans decreased year-over-year and ended below the year-end 2019 pre-pandemic level, declining to $35 million and measuring 0.52% of period-end loans. Total delinquent loans decreased year-over-year and compared to year-end 2019, totaling $78 million and measuring 1.15% of year-end 2021 loans. Net loan charge-offs decreased compared to the prior two years, totaling $21 million in 2021 and measuring 0.29% of average loans in 2021. Accruing troubled debt restructurings totaled $17 million at year-end 2021 compared to $18 million at year-end 2020. Total COVID-19 loan modifications decreased to $14 million at year-end 2021 from approximately $1.5 billion in the second quarter of 2020 and $316 million at year-end 2020.
Criticized loans decreased year-over-year to $242 million, measuring 3.5% of total year-end 2021 loans. These included classified loans which decreased to $142 million, measuring 2.1% of year-end 2021 loans. The Company has traditionally viewed its potential problem loans as those loans from business activities which are rated as classified and continue to accrue interest. These loans have a possibility of loss if weaknesses are not corrected. Accruing classified loans decreased year-over-year to $106 million at year-end 2021.
The allowance for credit losses on loans decreased by $21 million, or 17%, to $106 million during 2021. The ratio of the allowance to total loans measured 1.55%, compared to 1.58% at the start of the year. The ratio of the allowance to total loans remains higher than the 0.94% ratio following the adoption of CECL and prior to the emergence of the pandemic. The Company anticipates that the allowance ratio may decline in 2022, depending on economic and qualitative factors, and depending on the portfolio performance and mix.
The allowance is based on a methodology which considers historic loss rates for loans by collateral type and includes components for the impact of forecast economic conditions on loss rates, as well as an evaluation of qualitative factors including current period loan performance metrics and consideration of the benefit of government support in reducing possible loss rates. The economic forecast utilizes third-party base case projections and estimates credit loss impacts for the next seven quarters, with straight-line reversion to historical losses thereafter. The overall weighted average portfolio life was estimated at approximately 2.9 years at year-end 2021.
Deposits and Borrowings: Berkshire has been pursuing a course of reducing higher cost wholesale funds by paying off brokered time deposits and FHLB borrowings as they mature, as well as prepaying most longer maturity FHLB borrowings. Total wholesale funds were reduced to $340 million, or 3% of total year-end 2021 assets, compared to $1.18 billion, or 9% of total assets at year-end 2020.
Total deposits decreased by $147 million, or 1%, to $10.07 billion during 2021. Excluding the $383 million decrease in brokered deposits, total deposits increased by $236 million, or 2%, in 2021. Non-interest-bearing demand deposits increased by $524 million, or 21%, including the benefit of federal stimulus payments in the Company’s markets, along with funds inflows from maturing retail time deposits. The Company entered the year with $1.77 billion in retail time deposits and repriced maturing time deposits down in the current low rate environment, with the result that retail time deposits decreased by $324 million, and most maturing funds were transferred to demand deposits and other deposit products, including savings deposits. Most of the remaining $1.45 billion remaining balance of retail time deposits at year-end 2021 was scheduled to mature in 2021, and the Company targets additional deposit cost savings on these maturing deposits.
The total cost of deposits decreased in the fourth quarter of 2021 to 0.19% from 0.47% in the same quarter of 2020. This mostly reflected the growth in non-interest-bearing checking accounts and the reduction and downward repricing of time deposits, which cost 0.80% compared to 1.35% for the above respective periods. The total cost of funds decreased to 0.26% from 0.60% for these periods and included the benefit from the paydown of borrowings.
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Other Assets and Liabilities: At year-end 2020, liabilities held for sale totaling $630 million and assets held for sale totaling $317 million included deposits and loans held for sale pursuant to the contract for the sale of the Mid-Atlantic branch operations. This sale was completed in the third quarter of 2021.
Derivative Financial Instruments: There were no material changes in the portfolio of outstanding derivative financial instruments, which totaled $3.8 billion in notional amount at period-end. The estimated fair value of these instruments was an asset of $43 million at period-end, which decreased from $94 million at year-end 2020 due to the impact of rising medium term interest rates on the value of outstanding commercial loan interest rate swaps.
Shareholders' Equity: Total shareholders’ equity was unchanged at $1.18 billion in 2021, as the contribution from net income was offset by shareholder distributions in the form of dividends and stock repurchases, along with a charge to accumulated other comprehensive net income due to lower debt investment security valuations related to higher medium interest rates at year-end. Due to the decline in assets, capital metrics improved year-over-year, with the common equity tier 1 capital ratio strengthening further to 15.0% from 13.8% at the start of the year. The Company’s BEST plan targets reducing this ratio to around 11% over time through loan growth and shareholder distributions of excess capital.
During the second quarter, Berkshire announced board authorization for the repurchase of 2.5 million shares, or approximately 5% of the then outstanding shares. The Company completed this repurchase in the third quarter, paying an average price of $27.48 per share, totaling $69 million, for the repurchase of the 2.5 million shares. After year-end, the Company announced the approval of another repurchase authorization through 2022 totaling $140 million, equating to approximately 9% of outstanding shares. The Company maintained its $0.12 per share quarterly dividend through 2021.
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COMPARISON OF OPERATING RESULTS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
Summary: Berkshire reported net income of $119 million, or $2.39 per share, in 2021, compared to a loss of $533 million, or $10.60 per share, in 2020. The loss in 2020 was primarily due to pandemic impacts leading to a $554 million pre-tax charge to write-off goodwill. The Company also recorded a $27 million pre-tax charge in 2020 as it completed the exit from discontinued national mortgage banking operations. In 2021, the Company recorded a pre-tax gain of $53 million on the sale of its Mid-Atlantic branch operations and its insurance operations.
The Company uses the non-GAAP measure of adjusted income to assess its performance, with component measures of adjusted revenue and adjusted expense. These measures exclude items not viewed as related to ongoing operations. In addition to the above items, the Company excludes securities gains and losses, other sale related gains and losses, and restructuring and other expense, together with related tax impacts, as discussed in the previous section on non-GAAP financial measures. Adjusted income totaled $84 million, or $1.69 per share, in 2021, compared to $30 million, or $0.60 per share, in 2020. Earnings in 2020 were depressed by $76 million in credit loss provision expense based on future loan loss expectations following the emergence of the pandemic.
Berkshire entered into an agreement to sell the operations of its eight mid-Atlantic branches in 2020 and completed the sale in the third quarter of 2021. During that quarter, the Company also announced and completed the sale of the operations of its insurance subsidiary. These operations were not viewed as central to the Company’s strategy. The sales produced $53 million in pre-tax gains which are planned to be returned to shareholders through the announced share buyback program. The operating expenses related to these sold operations are being reinvested in bankers and technology contributing to Berkshire’s BEST plan with a goal of replacing and expanding on the revenues previously related to these sold operations.
The return on tangible common equity measured 10.80% in 2021 and the non-GAAP measure of adjusted return on tangible common equity measured 7.74%. The Company’s BEST plan targets improving this measure to the 10 -12% range. Return on assets measured 0.98% in 2020, while the adjusted return on assets measured 0.70%. The Company’s BEST plan targets improving this measure to the 1.00 – 1.05% range.
Revenue: Total net revenue increased 13% year-over-year due to the gains on sales of operations. The non-GAAP measure of adjusted revenue excluding sale gains and losses, decreased year-over-year by $7 million, or 2%, to $382 million in 2021. A decrease in net interest income was partially offset by higher fee income. Contributing to this decrease were the four months of operating revenues related to the branch and insurance operations that were sold at the start of September. The Company targets to increase these revenues in 2022 based on expanded frontline bankers, increased business activity, and improved margins in the forecast environment of higher interest rates.
Net Interest Income: Net interest income decreased year-over-year by $26 million, or 8%. The Company recorded a $612 million, or 5%, decrease in average earning assets and a 4% decrease in the net interest margin to 2.60% in 2021 compared to 2.72% in 2020. The decrease in average earning assets was due to the use of funds from loan runoff to reduce wholesale funding, along with the impact of the sale of branch operations.
The net interest margin was generally stable over the last five quarters, ranging between 2.56% and 2.62% on a quarterly basis, and ending the year at 2.60 % in the fourth quarter of 2021. The full year decrease compared to 2020 was primarily due to the sharp contraction in the margin in the second quarter of 2020 as a result of the near-zero interest rate monetary policy. The margin in the first three quarters of 2021 included an average 9 basis point benefit from PPP loans due to elevated recognition of deferred PPP income at the time of loan repayment. There was no benefit in the fourth quarter due to the reduced PPP loan balance. The fourth quarter margin benefited from ongoing reduction in funding costs, along with higher investment securities balances. As discussed in the later section on interest rate sensitivity, the Company’s models indicate that the Company’s net interest income is positively sensitive to higher interest rates, based on conditions and model assumptions at year-end 2021. The Company also targets to benefit from maturing higher rate time deposits in 2022.
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Non-Interest Income: Total fee income increased year-over-year by $14 million, or 21%, due primarily to an $18 million increase in loan fees and revenue. This included a $9 million increase in revenue related to SBA loan originations, which totaled a record $21 million in 2021 after recovering from pandemic impacts on business volume in 2020. Fee revenue benefited from a decrease in fair value charges related to mortgage servicing rights and interest rate swaps which were elevated in 2020 after the plunge in interest rates resulting from federal monetary policy actions. Loan fees benefited by $2 million in 2021 from PPP loan referral fees recorded mostly in the first quarter of the year in relation to the second round of PPP loan support which the Company referred to a third-party.
Fee income also benefited in 2021 from a $2 million, or 7%, increase in deposit related fees and a $1 million, or 13%, increase in wealth management related revenue. This was offset by a $4 million reduction in insurance fee revenue due to the sale of these operations in the third quarter. Mortgage banking revenue decreased by $3 million, or 60%, as origination activity was reduced in 2021. Other non-interest income also benefited from an improvement related to fair valued loans resulting from charges in 2020 and recoveries in 2021.
The Company is actively expanding its SBA lending, mortgage banking, and wealth management teams as part of its strategy to build revenues and earnings and reduce reliance on net interest income. The Company is evaluating potential changes in industry practice related to overdraft fees which could reduce future deposit related fee income. Net overdraft fee income totaled $8 million in 2021.
Securities losses in 2020 were due primarily to pandemic related impacts on equity securities values. Gains on the sale of operations in 2021 were related to the previously described sales of branch operations and insurance operations.
Credit Loss Provision Expense: The Company recorded a $500 thousand credit to provision expense in 2021, compared to a $76 million charge in 2020. The elevated charge in 2020 was due to the provision for estimated credit losses projected to arise from the pandemic. In 2021, the credit to the provision resulted from a $21 million release of the credit loss allowance net of $21 million in net loan charge-offs. The allowance release was primarily due to the reduction in loan balances during the year.
Non-Interest Expense: Non-interest expense decreased year-over-year by $554 million due to the $554 million charge for the write-down of goodwill in 2020. Non-interest expense was flat before the impact of this charge and benefited from the third quarter sale of branch and insurance operations. Modest increases in compensation and technology expense were partially offset by lower occupancy expense. Lower salary expense was offset by higher performance-based compensation, which had been reduced in 2020 due to the pandemic. Professional services expense increased by $4 million, including $3 million accrued in the first quarter for legal, consulting, and other advisory services related to board and management matters. The category of all other expense decreased including the impact of higher lending and workout related charges in 2020. Procurement initiatives have been deployed across the company, contributing to lower expenses for occupancy and professional services towards the end of the year.
The Company completed the consolidation of 16 branch offices in 2021. Including the 8 Mid-Atlantic branches sold, total branch offices declined from 130 to 106, as the Company pursues its “branch light, banker heavy” strategy for front-line bankers in managing expansion and market positioning. This includes a focus on its MyBankers who provide dedicated relationship support to customers with committed banking relationships.
Full time equivalent staff totaled 1,319 positions at year-end 2021, compared to 1,505 positions at the start of the year. This decrease included 79 positions which were transferred in conjunction with the sale of insurance and branch operations. The Company designated a number of real estate properties as held for sale in the third quarter as it pursues its efficiency strategies for reducing overhead and evolving a hybrid work environment. Due to the revenue contraction, the efficiency ratio increased year-over-year to 69.96% from 68.53%.
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Income Tax Expense: Income taxes are discussed in a note to the financial statements; this note is important to an understanding of the results of operations. The Company recorded an effective income tax rate of 20% on income from continuing operations in 2021. The Company recorded a benefit to income tax expense in 2020 due to loss carrybacks resulting from the 2020 loss.
The 2021 effective tax rate included a 2.3% benefit from tax exemptions on investment securities. The effective tax rate was also reduced by 2.3% related to the Company’s tax credit investment projects for historic rehabilitation and low income housing. The Company reported $0.02 per share in net income benefit in both 2021 and 2020 related to investments in tax credit projects, net of amortization charges recorded to non-interest income. The Company actively pursues tax credit investment projects in its markets to provide financial support to community development projects as part of its overall banking services while also generating an appropriate return on the Bank’s investment.
Discontinued Operations: In the fourth quarter of 2020, the Company completed the exit of its national mortgage banking operations. These operations generated a net loss of $20 million in 2020. These operations are excluded from the Company’s measures of adjusted net income.
Total Comprehensive Income: Total comprehensive income includes net income together with other comprehensive income, which primarily consists of unrealized gains/losses on debt securities available for sale, after tax. The decrease in interest rates in 2020 resulted in $19 million in other net after-tax comprehensive income and the increase in medium term interest rates in 2021 resulted in a $34 million other net after-tax comprehensive loss.
COMPARISON OF OPERATING RESULTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019
Summary: Revenue and expense included the SI Financial operations acquired on May 17, 2019. Additionally, due to the COVID-19 pandemic Berkshire reported charges of $554 million for goodwill impairment and $76 million for the provision for credit losses. As a result, many categories of revenue and expense are not directly comparable year-over-year. For the year 2020, the Company recorded a loss of $533 million, or $10.60 per share. In 2019, the Company recorded earnings for the year of $97 million, or $1.97 per share.
Revenue: Revenue was adversely impacted by the pandemic in 2020, including the impact of lower business volumes, fee waivers, and tighter margins. Net revenue decreased by $66 million, or 15%, to $383 million in 2020. Revenue in 2020 included a full year of revenue from SI Financial operations acquired in May 2019. The full year decrease included a $48 million decrease in net interest income, a $7 million decrease in fee income, and a $12 million adverse swing in net securities gains/losses.
Net Interest Income: Net interest income decreased by $48 million, or 13% in 2020. This was the result of a 14% decrease in the net interest margin to 2.72% from 3.17%. The fourth quarter 2020 net interest margin was 2.61%. Quarterly net interest income peaked at $97 million in the third quarter of 2019, including the first full quarter of benefit from the acquired SI Financial operations. Net interest income decreased to $91 million in the fourth quarter of 2019 and then decreased sequentially in 2020 to $76 million in the final quarter. The margin was under pressure coming into 2020 due to the anticipated loss of purchased loan accretion income, including the impact of the CECL accounting standard. The Company’s interest rate risk profile was asset sensitive and was structurally sensitive both to the decrease in interest rates and to the low and relatively flat yield curve. The approximate 1.50% decrease in short-term interest rates resulting from the Federal Reserve Bank’s near zero interest rate policy response to the pandemic was adverse to the Company’s net interest margin. Additionally, the Company took on higher cost funds at the start of the pandemic to further strengthen liquidity in the national emergency as part of its risk management protocol. Also, the decline in higher yielding loans reduced this yield as the primary source of interest revenue.
Non-Interest Income: Fee income decreased year-over-year $7 million, or 9% due to pandemic impacts on deposit and loan fees. The decrease in deposit fees was due to pandemic impacts which resulted in less consumer spending and higher household liquidity. Additionally, overdraft fees and other deposit fees reflected increased fee waivers,
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which were granted programmatically by the Company as part of its support to its communities during initial lockdowns. The decrease in loan related fees included a reduction in commercial swap fee income due to lower demand, along with impacts from market value adjustments to the carrying value of commercial loan swaps. Other pandemic related market value adjustments affecting 2020 results related to charges against mortgage servicing rights and fair valued loans. Securities losses in 2020 were primarily due to the impact of the pandemic related stock market selloff on the carrying value of equity securities.
Provision for Credit Losses: In adopting the CECL accounting model on January 1, 2020, the Company moved from an incurred loss methodology to an expected loss methodology. Additionally, due to the emergence of the pandemic in March 2020, the Company recorded expected pandemic-related losses as provision expense against current period operations. Accordingly, provision expense increased year-over-year to $76 million from $35 million. The provision in 2019 included a component recognizing the incurred expense related to a $16 million charge-off in a fraud related commercial loan situation.
Non-Interest Expense: Total non-interest expense increased by $550 million due to the $554 million second quarter write-off of goodwill. Expenses in 2020 included a full year of the acquired SI Financial operations. Full time equivalent staff in continuing operations at year-end 2020 totaled 1,505, compared to 1,550 positions at the start of the year.
Income Tax Expense: The Company recorded a $20 million income tax benefit on 2020 continuing operations, including a benefit from the deductible portion of goodwill related impairment expense. In 2019, the Company’s effective tax rate was 18% on pre-tax income from continuing operations.
LIQUIDITY AND CASH FLOWS
Short-Term Liquidity: In 2021, the primary sources of cash were the decrease in total loans and the increase in demand deposits. The primary uses of cash were the reduction of wholesale funds, the settlement of the branch sale, and increases in short and long-term investments.
The Company viewed itself as having excess short-term liquidity at year-end 2021, with cash and equivalents totaling $1.6 billion, or 14% of total assets. The Company targets to use its excess liquidity in 2022 to fund growth in loans and investment securities, and to paydown higher cost funds sources. The Company also anticipates using liquidity to fund share repurchases under its $140 million stock repurchase program. Based on contractual obligations and ongoing operations, the Corporation's sources of liquidity are sufficient to meet present and future liquidity needs. Contractual obligations are viewed as normal in the context of banking operations, and consist primarily of payment schedules of financial instruments and off balance sheet commitments as discussed in the consolidated financial statements.
In addition to its cash and cash equivalents, the primary sources of the Company’s on balance sheet liquidity are its portfolio of high-quality marketable securities and the pledgeable loans in its loan portfolio. In addition to its on-balance sheet liquidity, the Bank has access to brokered deposits and to short-term credit availability. At year-end 2021, unused borrowing capacity at the FHLBB was $1.5 billion, and borrowing availability at the Fed discount window was $0.5 billion.
The Bank monitors a series of liquidity indicators and maintains monthly and quarterly forecasts of liquidity and cash flow, with primary focus on on-balance sheet cash equivalents and high-quality liquid investment securities in relation to scheduled debt and time deposit maturities. The Company views its liquidity as strong based on its high level of cash and equivalents and reduced use of wholesale funding.
The Company maintains a contingency funding plan based on its assessment of the liquidity stress environment. Primary liquidity data is reported on daily, and thirty-day stress analytics are maintained on an updated basis. A one year forward liquidity stress test evaluates stress across a variety of stress scenarios, including severe adverse loan loss scenarios due to the pandemic. The Company has defined strategic options which allow it to meet funding needs in all stress scenarios.
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Long-Term Liquidity: Over the long term, the Company expects to generate organic deposit growth that will fund organic loan growth. Operating earnings are expected to fund routine cash operating costs and capital expenditures. As a depository institution, the Bank maintains a high-quality liquid securities portfolio as a source of liquidity to service unexpected customer demand for loan advances or deposit withdrawals. Additionally, the aforementioned FHLBB and Federal Reserve Bank secured borrowing arrangements are maintained, and the Company and Bank have investment grade debt ratings from a Nationally Recognized Statistical Rating Organization (KBRA – Kroll Bond Rating Agency) to support access to public and institutional debt markets. The Company also is active in secondary markets for residential mortgages and SBA guaranteed loans, which support its organic growth without relying on internal liquidity and capital resources. The Company is monitoring for potential shifts in deposit sources as customer usage of traditional banking channels is also impacted by the spread of fintech alternatives. The Company’s strategy is to actively partner with fintechs to pursue a strong position in the evolving financial marketplace, while evolving its own technology to support these partnerships. The Company is also monitoring potential shifts in deposit demand if interest rates and inflation rise rapidly and pandemic related customer liquidity declines.
Parent Company Liquidity: Total cash held by the holding company was $109 million at year-end 2021. The Company targets to use cash at the holding company together with dividends from the Bank to fund holding company cash uses including modest operating expenditures, debt service, purchases of investments, shareholder dividends, and stock repurchases. A $50 million cash dividend was paid from the Bank to the parent company after year-end as an additional source of funds for stock repurchases. The holding company generally expects to maintain cash on hand equivalent to normal cash uses, including common stock dividends, for at least a one year period. Beginning in the third quarter of 2020, the Company cut its cash dividend to shareholders in half, reducing the quarterly cash dividend requirement from $12 million to $6 million. Bank dividends to the holding company presently require approval by the FDIC and the Massachusetts Division of Banks. The holding company’s goal is to maintain access to private and public credit markets to provide access to additional liquidity sources depending on conditions.
CAPITAL RESOURCES
Please see the “Shareholders’ Equity” section of the Comparison of Financial Condition for a discussion of shareholders’ equity together with the note on Shareholders' Equity in the consolidated financial statements.
The Company views its regulatory capital measures as providing it with a cushion of excess capital in relation to its operating condition, risk profile, and strategic plans, and compared to peers. The Company’s priorities for uses of its capital are based on maintaining strong capital, supporting organic growth and its BEST strategic plan, paying a dividend yield that in the long run is competitive and targets a 30-40% payout ratio, and distributing excess capital to shareholders through stock repurchases.
The Company repurchased approximately 5% of its shares in 2021 and has approved an additional repurchase program for approximately 9% of its shares up to $140 million in 2022. The Company repurchased shares in 2019 but allowed a repurchase authorization to expire unused in 2020 due to the onset of the pandemic. In large measure, these repurchases represented a return of capital that became excess as a result of the reduction of certain business activities and loans, including targeted runoff of selected portfolios.
The Company’s long-term goal is to maintain a competitive capital stack and to provide a return in excess of the cost of its common equity capital. The Company’s tier 2 capital includes a $75 million subordinated note which converts to a floating rate and becomes callable as of September 2022. The Company will monitor capital markets conditions while assessing future plans for this capital. The Company maintains a universal shelf registration of capital securities with the SEC. The Company and Bank are investment grade rated by the KBRA bond rating service. The Company’s stock is traded on the New York Stock Exchange and the Company views itself as having good access to current capital markets.
The Company performs capital stress testing at least annually and has a general goal to remain qualifying for the “well capitalized” designation in the severely stressed scenario. The Company views its current stressed capital position as sound and conforming to its objectives.
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In acting as a source of strength for the Bank, the Company relies in the long term on capital distributions from the Bank in order to provide operating and capital service for the Company, which in turn can access national financial markets to provide financial support to the Bank. Capital distributions from the Bank to the parent company presently require approval by the FDIC and the Massachusetts Division of Banking.
APPLICATION OF CRITICAL ACCOUNTING POLICIES
The Company’s significant accounting policies and modifications to significant accounting policies made during the year are described in Note 1 to the financial statements. The preparation of the financial statements is in accordance with GAAP and general practices applicable to the financial services industry. This preparation requires management to make estimates, assumptions, and judgements that affect the amounts reported in the financial statements and accompanying notes. The judgment and assumptions made are based upon historical experience, future forecasts, or other factors that management believes to be reasonable under the circumstances. Actual results could differ from those estimates, assumptions, and judgements.
Not all significant accounting policies require management to make difficult, subjective or complex judgments. Certain estimates inherently have a greater reliance on the use of assumptions and judgments and, as such, have a greater possibility of producing results that could be materially different than originally reported. The following significant accounting policies are considered most critical in that they are important to the Company’s financial condition and results, and they require management’s subjective and complex judgment as a result of the need to make estimates about the effects of matters that are inherently uncertain. Both of these most critical accounting policies were significant in determining income and financial condition based on events in 2021.
Allowance for Credit Losses for Loans
The allowance for credit losses for loans (“ACLL”) represents management’s estimate of expected credit losses over the expected contractual life of our loan portfolio. Determining the appropriateness of the ACLL is complex and requires judgment by management about the effect of matters that are inherently uncertain. Subsequent evaluations of the then-existing loan portfolio, in light of the factors then prevailing, may result in significant changes in the ACLL in those future periods.
The appropriateness of the ACLL could change significantly because current economic conditions and forecasts can change and future events are inherently difficult to predict. It is difficult to estimate how potential changes in any one economic factor or input might affect the overall allowance because a wide variety of factors and inputs are considered in estimating the allowance and changes in those factors and inputs considered may not occur at the same rate and may not be consistent across all product types. Additionally, changes in factors and inputs may be directionally inconsistent, such that improvement in one factor may offset deterioration in others. While management utilizes its best judgment and information available, the ultimate adequacy of our ACLL is dependent upon a variety of factors beyond our control, including the performance of our portfolios, the economy, and changes in interest rates. For detailed information on the ACLL see Note 1- Summary of Significant Accounting Policies and Note 7 – Loans and Allowance for Credit Losses.
Fair Value Measurements
The Company uses fair value measurements to determine fair value disclosures and to record fair value adjustments to certain assets and liabilities, such as interest rate swaps, impaired loans, securities available for sale, and derivatives. Our fair values are based on 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. Additionally, from time to time, the Company may be required to record certain assets at fair value on a non-recurring basis, such as certain impaired loans held for investment and capitalized servicing rights. These non-recurring fair value adjustments typically involve write-downs of individual assets due to application of lower-of-cost or market accounting or other accounting standards.
Management has established and documented a process for determining fair value. The use of observable inputs is maximized and the use of unobservable inputs is minimized when developing fair value measurements. Whenever
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there is no readily available market data, management uses its best estimate and assumptions in determining fair value, but these estimates involve inherent uncertainties and the application of management’s judgment. As a result, if other assumptions had been used, our recorded earnings or disclosures could have been materially different from those reflected in these financial statements. For detailed information on our use of fair value measurements and our related valuation methodologies, see Note 1 – Summary of Significant Accounting Policies and Note 21 – Fair Value Measurements for more information.
ENTERPRISE RISK MANAGEMENT
Other sections of this report on Form 10-K include discussion of market risk and risk factors. Risk management is overseen by the Company’s Chief Risk Officer, who reports directly to the CEO. This position oversees risk management policy, credit, compliance, and information security. Enterprise risk assessments are brought to the Company’s Enterprise Risk Management Committee, and then are reported to the Board’s Risk Management and Capital Committee. The high level corporate risk assessment focuses on the following material business risks: credit risk, interest rate risk, price risk, liquidity risk, operational risk, compliance risk, strategic risk, and reputation risk, with the credit risk category having the highest weighting. Based on management's recent review, all risks were within corporate appetites. For all material business risks, residual risk was viewed as medium/low to medium due to mitigating controls functioning in the Company.
LIBOR TRANSITION
The Company’s use of LIBOR based instruments and the industry-wide transition program off of LIBOR are discussed in Item 1 (“Business”) and Item 1-A (“Risk Factors”) of this report. The Company has in excess of $5 billion in notional balances of LIBOR based instruments related primarily to its commercial banking operations. These include loans priced off of LIBOR, as well as interest rate swap contacts including customer, dealer, and risk participation agreements.
The Financial Conduct Authority (“FCA”) presently intends to continue publishing most LIBOR indices through June 2023 for use with legacy instruments contracted in 2021 or before. The Company continues to develop and execute plans to transition instruments associated with LIBOR to alternative reference rates. The Company has approved the use of Term SOFR as the lead base case index to replace LIBOR for pricing of new contracts starting in 2022, with Daily Simple SOFR as an alternate. The Company continues to monitor additional index rates as they become available or are requested by customers or other counterparties.
CORPORATE RESPONSIBILITY UPDATE
Our Commitment to Environmental, Social, Governance (ESG) & Corporate Responsibility
Berkshire is committed to purpose-driven, community-centered banking that enhances value for all stakeholders as it pursues its vision of being a high performing, leading socially responsible community bank in New England and beyond. We’re a bank with a purpose: to empower the financial potential of individuals, families and businesses in our communities. We provide an ecosystem of socially responsible financial solutions, actively engage with our communities, and harness the power of our entire business to fuel the economy, promote thriving neighborhoods, foster financial access and success, and invest in a low-carbon future.
At Berkshire, our most important investment for 175 years has been the one we make in each other. We know that where you bank matters and building stronger communities requires a better approach to banking. As such, ESG factors are central to our vision, mission, risk management practices, and Berkshire’s Exciting Strategic Transformation (BEST).
BEST Community Comeback
We believe every community deserves a comeback. That’s why we launched the BEST Community Comeback in 2021, a transformational commitment to empower our stakeholders’ financial potential. The plan focuses on four key areas: fueling small businesses; community financing and philanthropy; financial access and empowerment; and funding environmental sustainability. Through this far-reaching initiative, Berkshire aims to help create more
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businesses and jobs, help more families achieve the dream of owning a home, and aid communities in becoming more environmentally efficient and eco-friendly.
Ongoing Pandemic Support
As 2021 continued to present new challenges, we remained committed to serving our customers and communities. We’re guided by our Be FIRST Values of Belonging, Focusing, Inclusion, Respect, Service, and Teamwork. These values fueled our efforts to navigate the pandemic with the goal of supporting the health and economic resiliency of all our stakeholders. During the height of the pandemic, Berkshire created the You FIRST employee assistance fund to help staff impacted by unexpected financial hardships, provided additional paid sick time, flexible work schedules for remote staff, and maintained full pay for those with reduced schedules as a result of the pandemic. Small businesses and consumers were helped with loan forbearances and government assistance programs. We also launched a fund to assist businesses in the LGBTQIA+ and Black, Indigenous and People of Color (BIPOC) communities.
ESG Program & Business Integration
We’re committed to integrating social, environmental and reputational considerations into all business decision making through our strong foundation of governance systems, including our Environmental, Social and Governance (ESG) Management Committee, Corporate Responsibility & Culture Committee of our Board of Directors, Diversity Equity & Inclusion Committee, Responsible & Sustainable Business Policy, and a strong collection of Social & Environmental risk management practices. Berkshire engages directly with its stakeholders to share information about the progress we’ve made in our ESG performance, including through our Corporate Responsibility website, corporate annual report, and proxy statement. Additionally, our annual Corporate Responsibility Report, which is aligned with Sustainability Accounting Standards Board (“SASB”) commercial bank disclosure topics, details the Company's ESG efforts and programs.
Ratings, Awards & Recognition
We’re proud to be recognized for our performance with local, regional, national, and international awards as well as leading third party ESG ratings* including:
•MSCI ESG- BBB
•ISS ESG Quality Score - Environment: 3, Social: 1, Governance: 2
•Bloomberg ESG Disclosure- 47.81
•The Company is also rated by Sustainalytics
•Banking Northeast Community Champion Award
•Communitas Award for Leadership in Corporate Social Responsibility
•Bloomberg Gender-Equality Index
•Human Rights Campaign Corporate Equality Index Best Place to Work for LGBTQ+ equality- 100% Score
*As of December 31, 2021
Climate Change
Climate Change poses unprecedented risks and opportunities to the world, including Berkshire, its customers and communities. The impacts which can occur from climate change can directly and/or indirectly impact the Company and its stakeholders. As the transition to a low-carbon economy accelerates, new policy emerges, and market dynamics shift, Berkshire expects that its efforts to manage its environmental footprint, mitigate the risks associated with climate change, and support the transition will allow it to strengthen its positioning as a high performing, leading socially responsible community bank. The Company continues to evolve its practices to reflect its community bank mission as well as the size, scope, and complexity of its operations.
Berkshire is actively managing climate related risks and opportunities at board, management and employee levels. The Company’s Board of Directors Corporate Responsibility & Culture Committee provides oversight to environmental sustainability and Climate Change. All business risks are also integrated into our Enterprise Risk Management program and discussed by other applicable Board Committees including the Risk Management & Capital Committee. Both Committees report into the full board. Berkshire enhanced its governance over material
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environmental matters in 2021 by formalizing an Environmental, Social and Governance management committee and completing a formal climate change risk assessment to evaluate the bank’s operations and lending activities for potential exposure to transition and physical risks resulting from climate change.
The results of the risk assessment guide Berkshire’s forward climate management and environmental sustainability strategies to ensure its actively managing these risks and opportunities. It has set targets to help finance the green transition, reduce its Greenhouse Gas (GHG) emissions and source 100% of its electricity from renewable sources by the end of 2024. As the Company moves further along in its climate journey, it expects to continue to enhance its plans, disclosures, programs and initiatives to reduce its emissions as well as capitalize on the many business opportunities arising from the transition to a lower-carbon economy. Further details on Berkshire’s Climate Change governance, risk management, strategy, metrics & targets and next steps can be found in its most recent Corporate Responsibility Report.
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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
MANAGEMENT OF INTEREST RATE RISK AND MARKET RISK ANALYSIS
Qualitative Aspects of Market Risk. The Company seeks to provide sustainable net interest income (NII) under varying economic conditions, while protecting the economic value of assets and liabilities from adverse effects of changes in market interest rates. While a number of market factors affect the level of NII and the economic value of our assets and liabilities, changes in interest rates is the most significant aspect of our market risk. As such, the Company maintains a regular cadence for review and oversight of its asset-liability policies and interest rate risk positioning with oversight from senior management and the Board of Directors. The manner and extent of the movement of interest rates is an uncertainty that could have a positive or negative impact on the Company’s earnings.
The Company manages its interest rate risk by analyzing the sensitivity and mix of its assets and liabilities, including derivative financial instruments. The Company also uses secondary markets, brokerages, and counterparties to accommodate customer demand for long-term fixed rate loans and to provide it with flexibility in managing its balance sheet positions.
Quantitative Aspects of Market Risk. The Company quantifies its NII sensitivity using an earnings simulation model that compares a baseline view of NII over 12 and 24 month horizons, based on a static view of the balance sheet and market interest rates, to a wide range of parallel and non-parallel rate shocks and ramps. In addition, the Company analyzes net income at risk and equity at risk from interest rate changes through discounted cash flow analysis.
The chart below shows an analysis of a scenario where interest rates ramp in a parallel manner over a period of 12 months compared to a base case of flat interest rates. Modeled assets and liabilities are assumed to reprice at respective repricing or maturity dates. Pricing caps and floors are included in the results, where applicable. The Company uses prepayment expectations set forth by market sources as well as Company generated data where applicable. Generally, cash flows from loans and securities are assumed to be reinvested to maintain a static balance sheet. Other assumptions about balance sheet mix are generally held constant. There were no material changes to the way that the Company measures market risk in 2021.
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Item 7-7A - Table 2 - Qualitative Aspects of Market Risk
| Change in Interest Rates-Basis Points (Rate Ramp) | ||||||||||||||||||||||||||
| 1- 12 Months | 13- 24 Months | |||||||||||||||||||||||||
| $ Change | % Change | $ Change | % Change | |||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||
| At December 31, 2021 | ||||||||||||||||||||||||||
| +200 | 17,815 | 6.82 | 39,059 | 14.83 | ||||||||||||||||||||||
| +100 | 7,294 | 2.79 | 15,282 | 5.80 | ||||||||||||||||||||||
| -100 | 1,227 | 0.47 | (1,356) | (0.51) | ||||||||||||||||||||||
| At December 31, 2020 | ||||||||||||||||||||||||||
| +200 | (108) | (0.03) | 12,199 | 4.01 | ||||||||||||||||||||||
| +100 | (3,090) | (0.99) | (943) | (0.31) | ||||||||||||||||||||||
| -100 | 5,408 | 1.73 | 6,769 | 2.22 | ||||||||||||||||||||||
At year-end 2021, a 200 basis point parallel upward interest rate increase results in approximately a 7% increase in modeled NII compared to the static baseline view in the first year, and approximately a 15% increase in the second-year horizon. The Company has shifted towards asset sensitive positioning throughout 2021, and remains well-positioned for the forecast rate cycle ahead. Asset sensitivity is driven by elevated cash balances from loan payoffs, a predominantly floating-rate loan portfolio, and modeled assumptions for deposit pricing and beta. For purposes of NII sensitivity reporting, a weighted average deposit beta of 35-45% is assumed in asset-liability modeling. Our positioning to downward changes in market rates remains limited due to a smaller effective shock for assets and liabilities to reprice lower from the current rate environment. In addition to parallel shocks and ramps, the Company analyzes the impact of non-parallel shocks (i.e., yield curve twist scenarios). At this time, the primary driver of asset sensitivity is on the short-end of the yield curve, though upward changes in the long-end are also expected to be accretive to NII.
Economic value of equity is modeled to increase by 4.5% in the event of a 200 basis point upward parallel shock in interest rates. Based on market expectations for higher interest rates in 2022 and beyond, and on commentary from monetary authorities about easing monetary stimulus, it is anticipated that the Company’s positive sensitivity to rising rates may contribute to its BEST goals for improved profitability.
A critical component of modeling this scenario is the assumption of deposit interest rate sensitivity, which the Company continues to model at a 40% beta level after an initial low beta for the first 50 basis points of rising rates. Due to the low level of interest rates, the modeled sensitivity of a downward shift in interest rates is affected by assumptions related to market influences on spreads and floors. Prime, mortgage rates, and deposits are floored. All other rates are zero bound.
Modeled interest rate sensitivity depends on other material assumptions. Market risk exposure is affected by the level and shape of the yield curve in markets for financial instruments including U.S. Treasury obligations, forward interest rate derivatives, the U.S. prime interest rate, and LIBOR rates. Also, the economic impact on customer and market behaviors of the COVID-19 pandemic remains uncertain and may cause actual events to differ from assumptions. The behavior of markets under the historically unusual conditions currently prevailing may be different from modeling assumptions, and the Company continues to monitor the markets and the assumptions in its model.
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ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Consolidated Financial Statements and supplementary data required by this item are presented elsewhere in this report beginning on page F-1, in the order shown below:
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
The Company’s management, including the Company’s Principal Executive Officer and Principal Financial Officer, have evaluated the effectiveness of the Company’s “disclosure controls and procedures,” as such term is defined in Rule 13a and 15(d) -15(e) promulgated under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) as of December 31, 2021. Based upon their evaluation, the Principal Executive Officer and Principal Financial Officer concluded that, as of that date, the Company’s disclosure controls and procedures were effective for the purpose of ensuring that the information required to be disclosed in the reports that the Company files or submits under the Exchange Act with the Securities and Exchange Commission (the “SEC”): (1) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms; and (2) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
The Company evaluated changes in its internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) that occurred during the last fiscal quarter. The Company determined that there were no changes that materially affected, or were reasonably likely to materially affect, the Company’s internal control over financial reporting. Management’s report on internal control over financial reporting and the independent registered public accounting firm’s report on the Company’s internal control over financial reporting are contained in “Item 8 — Consolidated Financial Statements and Supplementary Data.”
ITEM 9B. OTHER INFORMATION
None.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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PART III
67
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
For information concerning the directors of the Company, the information contained under the sections captioned “Proposal 1 - Election of Directors for a One-Year Term” in Berkshire’s Proxy Statement for the 2022 Annual Meeting of Stockholders (“Proxy Statement”) is incorporated by reference. The following table sets forth certain information regarding the executive officers of the Company.
| Name | Age | Position | ||||||
| Nitin J. Mhatre | 51 | President and Chief Executive Officer of the Company; Chief Executive Officer - Berkshire Bank; Director of Berkshire Hills Bancorp and Berkshire Bank | ||||||
| Sean A. Gray | 45 | Senior Executive Vice President of the Company; President - Berkshire Bank | ||||||
| Subhadeep Basu | 51 | Senior Executive Vice President, Chief Financial Officer of the Company and the Bank | ||||||
| George F. Bacigalupo | 67 | Senior Executive Vice President, Head of Commercial Banking - Berkshire Bank | ||||||
| Gregory D. Lindenmuth | 54 | Senior Executive Vice President, Chief Risk Officer – Berkshire Bank | ||||||
| Deborah A. Stephenson | 51 | Senior Executive Vice President, Regulatory & Compliance- -Berkshire Bank | ||||||
| Lucia “Lucy” Bellomia | 56 | Executive Vice President, Head of Retail Banking – Berkshire Bank | ||||||
| Jennifer M. Carmichael | 44 | Executive Vice President, Chief Internal Audit Officer - Berkshire Bank | ||||||
| Jacqueline Courtwright | 58 | Executive Vice President, Chief Human Resources and Culture Officer – Berkshire Bank | ||||||
| Georgia Melas | 58 | Executive Vice President, Chief Credit Officer – Berkshire Bank | ||||||
| Wm. Gordon Prescott | 60 | Executive Vice President, General Counsel and Corporate Secretary - Berkshire Bank; Corporate Secretary – Berkshire Hills Bancorp | ||||||
| Ellen Steinfeld | 60 | Executive Vice President, Head of Consumer Lending & Payments | ||||||
| Jason T. White | 46 | Executive Vice President , Chief Information Officer – Berkshire Bank | ||||||
The executive officers are elected annually and hold office until their successors have been elected and qualified or until they are removed or replaced.
BIOGRAPHICAL INFORMATION
 | Nitin J. Mhatre. Age 51. Mr. Mhatre was appointed to the role of President and Chief Executive Officer of the Company and Chief Executive Officer of the Bank in January 2021. He was also appointed as a Director of the Company and the Bank. Prior to joining the Company, Mr. Mhatre was Executive Vice President, Community Banking, at Webster Bank, where he led consumer and business banking businesses. Before joining Webster in 2009, Mr. Mhatre spent 13 years at Citi Group in various leadership roles across consumer-related businesses globally. | ||||
 | Sean A. Gray. Age 45. Mr. Gray was appointed to the role of Senior Executive Vice President and Chief Operating Officer of the Company and President of the Bank in November 2018. He was previously Senior Executive Vice President of the Company and Chief Operating Officer of the Bank since 2015. Mr. Gray joined the Company in retail banking in 2007 and attained the position of Executive Vice President, Retail Banking. Previously, he was Vice President and Consumer Market Manager at Bank of America, in Waltham, Massachusetts. | ||||
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 | Subhadeep Basu, Age 51. Mr. Basu joined the Company in March 2021 as Senior Executive Vice President, Chief Financial Officer. He is responsible for the accounting, treasury, tax, investor relations, procurement/facilities, and capital markets functions. Prior to joining Berkshire, Mr. Basu served as Senior Vice President of Global Institutional Services at State Street. Before joining State Street, he spent more than 15 years at Citigroup, Bank of America, and Ally Financial in various leadership roles across Finance, Treasury, Risk, and Consumer and Commercial Banking. | ||||
 | George F. Bacigalupo. Age 67. Mr. Bacigalupo was promoted to Senior Executive Vice President, Head of Commercial Banking, Berkshire Bank in September 2015, having previously served as an Executive Vice President since October 2013 and Senior Vice President, Chief Credit Officer since 2011. Previously, Mr. Bacigalupo was EVP of Specialty Lending at TD Banknorth, where he established the ABL and other middle-market lending groups. Subsequently, at TD Bank, he was the Senior Lender for New England. | ||||
 | Gregory D. Lindenmuth. Age 54. Mr. Lindenmuth is Senior Executive Vice President, Chief Risk Officer of the Bank, a position he was promoted to in October 2018. Mr. Lindenmuth joined Berkshire in 2016 from the FDIC where he was employed for 24 years and held multiple positions including Senior Risk Examiner for the Division of Risk Management Supervision and Acting Regional Manager for the Division of Insurance and Research. With the FDIC, Mr. Lindenmuth was also a Capital Markets, Mortgage Banking, and Fraud Specialist. | ||||
 | Deborah A. Stephenson. Age 51. Ms. Stephenson is Senior Executive Vice President, Compliance and Regulatory of Berkshire Bank, a position she was promoted to in 2018. Ms. Stephenson joined the Company in 2014. She was previously Senior Vice President at Country Bank where she managed retail banking and human resources. She started her career at the FDIC as a Safety and Soundness and Compliance Examiner. Subsequently, she has held various leadership roles in Compliance, CRA, BSA/AML, Retail Sales/Branch Administration, Human Resources and Training. | ||||
 | Lucia “Lucy” Bellomia, Age 56. Ms. Bellomia is Executive Vice President and Head of Retail Banking. She oversees the retail branch network, branch training, the MyBanker program, Call Center, Branch Operations, Retail Sales and Service Delivery. Prior to joining Berkshire in September 2021, she served as the Executive SVP, PM, Community Banking, Northeast Region, for Bank of America. She previously held positions at the Police and Fire Credit Union in Philadelphia, Santander Bank, PNC Bank, Sun National Bank, and Pioneer Savings and Loans. | ||||
 | Jennifer M. Carmichael, Age 44. Ms. Carmichael was promoted to Executive Vice President, Chief Internal Audit Officer of Berkshire Bank in November 2020. She reports to the Audit Committee of the Board and administratively to the CEO. Ms. Carmichael previously served as Senior Vice President and Audit Manager. She joined the Bank in 2016 from Accume Partners where she served as Senior Audit Manager to several clients in the New York and New England regions, including Berkshire. | ||||
69
 | Jacqueline Courtwright, Age 58. Ms. Courtwright was promoted in September 2020 to Executive Vice President, Chief Human Resources and Culture Officer at Berkshire Bank. She had been appointed as Senior Vice President, Chief Human Resources Officer in July 2019. Prior to joining Berkshire in 2012, Ms. Courtwright was VP, Human Resources Business Partner at Citizen Bank and also held senior human resource roles during her 20 years at KeyBank. | ||||
 | Georgia Melas. Age 58. Ms. Melas is Executive Vice President, Chief Credit Officer of Berkshire Bank, a position she was promoted to in October 2018. Ms. Melas joined Berkshire as Senior Vice President, Chief Credit Officer in 2015 from Key Bank where she held multiple positions including Senior Credit Officer, Commercial Banking. | ||||
 | Wm. Gordon Prescott, Age 60. Mr. Prescott is Executive Vice President, General Counsel and Corporate Secretary of the Bank, a position he was promoted to in October 2018. Mr. Prescott joined Berkshire in 2008 as VP, General Counsel and Corporate Secretary. Mr. Prescott has 30 plus years of experience in the legal profession, including extensive experience as in-house corporate counsel, most recently with KB Toys Inc. prior to joining the Bank. | ||||
 | Ellen Steinfeld, Age 60. Ms. Steinfeld is Executive Vice President and Head of Consumer Lending & Payments. She is responsible for Mortgage Banking sales and operations, Home Equity, Consumer Lending and Payments. Prior to joining Berkshire in September 2021, she was President of Innovative Lending Strategic Solutions LLC. Before her consulting role, she was Managing Director and US Consumer Lending Executive for TIAA-CREF, where she managed Mortgage Lending, Small Business Lending, Consumer Lending. She has also held management positions at Hudson City Savings, Citizens Bank, RBC Wealth Management, and E*TRADE Financial. (Note: Ms. Steinfeld’s stock ownership reports to the SEC are filed under her legal name of Ellen Tulchiner). | ||||
 | Jason T. White, Age 46. Mr. White was promoted to Executive Vice President, Chief Information Officer of Berkshire Bank in November 2020. He previously served as Senior Vice President, Chief Technology Officer since May 2019 when he joined the Bank following the acquisition of Savings Institute Bank & Trust, where he served as Chief Information Officer and Information Security Officer. | ||||
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Reference is made to the cover page of this report and to the section captioned “Additional Information - Other Information Relating to Directors and Executive Officers - Delinquent Section 16(a) Reports” in the Proxy Statement for information regarding compliance with Section 16(a) of the Exchange Act. For information concerning the audit committee and the audit committee financial expert, reference is made to the section captioned “Proposal 1 - Election of Directors for a One-Year Term", "Proposal 1 - Election of Directors for One Year Term - Corporate Governance - Committees of the Board of Directors”, and “Proposal 1 - Election of Directors for a One Year Term - Board Committees and Responsibilities" in the Proxy Statement.
For information concerning the Company’s code of ethics, the information contained under the section captioned “Proposal 1 - Election of Directors for a One Year Term - Corporate Governance - Code of Business Conduct and Anonymous Reporting Line Policy” in the Proxy Statement is incorporated herein by reference.
A copy of the Company’s code of ethics is available to stockholders on the Company’s website at:
berkshirebank.com under the Investor Relations tab.
ITEM 11. EXECUTIVE COMPENSATION
For information regarding executive compensation, the sections captioned “Proposal 1 - Election of Directors for a One-Year Term”, “Proposal 1 - Election of Directors of a One Year Term - Corporate Governance - Committees of the Board of Directors”, and “Proposal 1 - Election of Directors for a One Year Term - Board Committees and Responsibilities” in the Proxy Statement are incorporated herein by reference.
For information regarding the Compensation Committee Report, the section captioned “Compensation Discussion and Analysis” in the Proxy Statement is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
(a)Security Ownership of Certain Beneficial Owners
Information required by this item is incorporated herein by reference to the section captioned “Additional Information - Stock Ownership” in the Proxy Statement.
(b)Security Ownership of Management
Information required by this item is incorporated herein by reference to the section captioned “Additional Information - Stock Ownership” in the Proxy Statement.
(c)Changes in Control
Management of Berkshire knows of no arrangements, including any pledge by any person of securities of Berkshire, the operation of which may at a subsequent date result in a change in control of the registrant.
(d)Equity Compensation Plan Information
The following table sets forth information, as of December 31, 2021, about Company common stock that may be issued upon exercise of options under stock-based benefit plans maintained by the Company, as well as the number of securities available for issuance under equity compensation plans:
| Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column) | |||||||||||||||||
Equity compensation plans approved by security holders | 80,400 | $ | 25.21 | 536,469 | ||||||||||||||||
Equity compensation plans not approved by security holders | — | — | — | |||||||||||||||||
| Total | 80,400 | $ | 25.21 | 536,469 | ||||||||||||||||
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this item is incorporated herein by reference to the sections captioned “Additional Information - Other Information Relating to Directors and Executive Officers - Transactions with Related Persons" and “Additional Information - Other Information Relating to Directors and Executive Officers - Procedures Governing Related Persons Transactions” in the Proxy Statement. Information regarding director independence is incorporated herein by reference to the section “Proposal 1 - Election of Directors for a One Year Term” in the Proxy Statement.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by this item is incorporated herein by reference to the section captioned “Proposal 3 — Ratification of the Appointment of the Independent Registered Public Accounting Firm” in the Proxy Statement.
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) [1] Consolidated Financial Statements
The Consolidated Financial Statements required to be filed in our Annual Report on Form 10-K are included in Part II, Item 8 hereof.
[2] Financial Statement Schedules
All financial statement schedules are omitted because the required information is either included or is not applicable.
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[3] Exhibits
| 3.1 | ||||||||
| 3.2 | ||||||||
| 3.3 | ||||||||
| 3.4 | ||||||||
| 4.1 | ||||||||
| 4.2 | ||||||||
| 4.3 | ||||||||
| 10.1 | ||||||||
| 10.2 | ||||||||
| 10.3 | ||||||||
| 10.4 | ||||||||
| 10.5 | ||||||||
| 10.6 | ||||||||
| 10.7 | ||||||||
| 10.8 | ||||||||
| 10.9 | ||||||||
| 10.10 | ||||||||
| 21.0 | ||||||||
| 23.1 | ||||||||
| 31.1 | ||||||||
| 31.2 | ||||||||
| 32.1 | ||||||||
| 32.2 | ||||||||
| 101 | Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Statements of Condition, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Shareholders’ Equity, (v) the Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements tagged as blocks of text and in detail | |||||||
74
| (1) | Incorporated herein by reference from the Exhibits to Form S-1, Registration Statement and amendments thereto, initially filed on March 10, 2000, Registration No. 333-32146. | |||||||
| (2) | Incorporated herein by reference from the Exhibits to the Form 8-K as filed on June 26, 2017. | |||||||
| (3) | Incorporated herein by reference from the Exhibits to the Form 10-Q as filed on November 9, 2017. | |||||||
| (4) | Incorporated herein by reference from the Exhibits to the Form 8-K as filed on October 16, 2017. | |||||||
| (5) | Incorporated herein by reference from the Exhibits to the Form 8-K as filed on September 26, 2012. | |||||||
| (6) | Incorporated herein by reference from Exhibit 4.3 to the Form 10-K as filed on February 28, 2020. | |||||||
| (7) | Incorporated herein by reference from the Exhibit to the Form 8-K as filed on January 26, 2021. | |||||||
| (8) | Incorporated herein by reference from the Exhibit to the Form 8-K as filed on April 2, 2021. | |||||||
| (9) | Incorporated herein by reference from the Exhibits to the Form 10-K as filed on March 16, 2011. | |||||||
| (10) | Incorporated herein by reference from the Exhibits to the Form 8-K as filed on February 22, 2019. | |||||||
| (11) | Incorporated herein by reference from the Exhibits to the Form 10-K as filed on March 17, 2014. | |||||||
| (12) | Incorporated herein by reference from the Exhibits to the Form 10-K as filed on February 28, 2020. | |||||||
| (13) | Incorporated herein by reference from the Exhibit to the Form 8-K as filed on January 19, 2011. | |||||||
| (14) | Incorporated herein by reference from the Exhibits to the Form 8-K as filed on January 23, 2015. | |||||||
| (15) | Incorporated herein by reference from the Appendix to the Proxy Statement as filed on April 6, 2018. | |||||||
| (16) | Incorporated herein by reference from the Exhibits to the Form 10-Q as filed on May 10, 2019. | |||||||
ITEM 16. FORM 10-K SUMMARY
None.
75
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Berkshire Hills Bancorp, Inc. | ||||||||
| Date: March 1, 2022 | By: | /s/ Nitin J. Mhatre | ||||||
| Nitin J. Mhatre | ||||||||
| President & Chief Executive Officer | ||||||||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| /s/ Nitin J. Mhatre | Director, President, & Chief Executive Officer | March 1, 2022 | ||||||||||||
| Nitin J. Mhatre | (principal executive officer) | |||||||||||||
| /s/ Subhadeep Basu | Senior Executive Vice President, Chief Financial Officer | March 1, 2022 | ||||||||||||
| Subhadeep Basu | (principal financial and accounting officer) | |||||||||||||
| /s/ David M. Brunelle | Chairperson | March 1, 2022 | ||||||||||||
| David M. Brunelle | ||||||||||||||
| /s/ Baye Adofo-Wilson | Director | March 1, 2022 | ||||||||||||
| Baye Adofo-Wilson | ||||||||||||||
| /s/ Rheo A. Brouillard | Director | March 1, 2022 | ||||||||||||
| Rheo A. Brouillard | ||||||||||||||
| /s/ Nina A. Charnley | Director | March 1, 2022 | ||||||||||||
| Nina A. Charnley | ||||||||||||||
| /s/ John B. Davies | Director | March 1, 2022 | ||||||||||||
| John B. Davies | ||||||||||||||
| /s/ William H. Hughes, III | Director | March 1, 2022 | ||||||||||||
| William H. Hughes, III | ||||||||||||||
| /s/ Jeffrey W. Kip | Director | March 1, 2022 | ||||||||||||
| Jeffrey W. Kip | ||||||||||||||
| /s/ Sylvia Maxfield | Director | March 1, 2022 | ||||||||||||
| Sylvia Maxfield | ||||||||||||||
| /s/ Laurie Norton Moffatt | Director | March 1, 2022 | ||||||||||||
| Laurie Norton Moffatt | ||||||||||||||
| /s/ Jonathan I. Shulman | Director | March 1, 2022 | ||||||||||||
| Jonathan I. Shulman | ||||||||||||||
| /s/ Michael A. Zaitzeff | Director | March 1, 2022 | ||||||||||||
| Michael A. Zaitzeff | ||||||||||||||
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ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s Consolidated Financial Statements for external reporting purposes in accordance with generally accepted accounting principles.
As of December 31, 2021, management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on the framework established in Internal Control—Integrated Framework issued in 2013, by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management has determined that the Company’s internal control over financial reporting as of December 31, 2021 was effective.
The Company’s internal control over financial reporting includes policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2021 has been audited by Crowe LLP, an independent registered public accounting firm, as stated in their report, which follows. This report expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021.
| /s/ Nitin J. Mhatre | /s/ Subhadeep Basu | |||||||
| Nitin J. Mhatre | Subhadeep Basu | |||||||
| President & Chief Executive Officer | Senior Executive Vice President & Chief Financial Officer | |||||||
| March 1, 2022 | March 1, 2022 | |||||||
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Shareholders and the Board of Directors
of Berkshire Hills Bancorp, Inc.
Boston, Massachusetts
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Berkshire Hills Bancorp, Inc. (the "Company") as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income/(loss), changes in shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2021, and the related notes (collectively referred to as the "financial statements"). We also have audited the Company’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework: (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2021 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework: (2013) issued by COSO.
Change in Accounting Principle
As discussed in Note 1 to the consolidated financial statements, the Company has changed its method of accounting for credit losses effective January 1, 2020 due to the adoption of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification No. 326, Financial Instruments – Credit Losses (“ASC 326”). The Company adopted the new credit loss standard using the modified retrospective method such that prior period amounts are not adjusted and continue to be reported in accordance with previously applicable generally accepted accounting principles.
Basis for Opinions
The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material
F-2
misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Allowance for Credit Losses for loans
The estimate of expected credit losses is based on relevant information about current conditions, past events, and reasonable and supportable forward-looking forecasts regarding collectability of the reported amounts. In order to estimate the expected credit losses for loans evaluated on a pooled basis, the Company utilizes a static pool migration methodology which calculates a historical loss rate for each of the identified loan segments. The historical loss rates are then adjusted for current and asset specific characteristics (also referred to as qualitative adjustments) and for expected changes to current conditions over the reasonable and supportable forecast period (also referred to as forecast). Each of these key components of the allowance for credit loss calculation is complex and requires a high volume of data input.
Auditing the allowance for credit losses was especially challenging and identified by us as a critical audit matter given the high volume of data inputs and judgements made by management. Auditing the allowance for credit loss calculation involved significant audit effort, including the involvement of experienced audit personnel.
The primary procedures we performed to address this critical audit matter included:
F-3
Testing the effectiveness of internal controls over management’s allowance for credit loss calculation including the design and operating effectiveness to address:
•Completeness and accuracy of the reports utilized within the allowance for credit loss calculation.
•The mathematical accuracy of the allowance for credit loss calculation.
•The accuracy of application of information within the allowance for credit loss calculation.
•Significant assumptions and judgements applied within the allowance for credit loss calculation.
Substantively testing management’s process to estimate the allowance for credit loss calculation included:
•Testing the completeness and accuracy of the underlying internal data utilized to prepare the calculation.
•Evaluating the relevance and reliability of the underlying external data utilized to prepare the calculation.
•Testing the mathematical accuracy, including the application of data and assumptions, of the allowance for credit loss calculation.
•The reasonableness of the significant judgements and assumptions utilized within the allowance for credit loss calculation.
/s/ Crowe LLP
We have served as the Company's auditor since 2017.
New York, New York
March 1, 2022
F-4
| December 31, | ||||||||||||||
| (In thousands, except share data) | 2021 | 2020 | ||||||||||||
| Assets | ||||||||||||||
| Cash and due from banks | $ | 109,350 | $ | 91,219 | ||||||||||
| Short-term investments | 1,518,457 | 1,466,656 | ||||||||||||
| Total cash and cash equivalents | 1,627,807 | 1,557,875 | ||||||||||||
| Trading security | 8,354 | 9,708 | ||||||||||||
| Marketable equity securities, at fair value | 15,453 | 18,513 | ||||||||||||
| Securities available for sale, at fair value | 1,877,585 | 1,695,232 | ||||||||||||
Securities held to maturity (fair values of $647,236 in 2021 and $491,855 in 2020) | 636,503 | 465,091 | ||||||||||||
| Federal Home Loan Bank stock and other restricted securities | 10,800 | 34,873 | ||||||||||||
| Total securities | 2,548,695 | 2,223,417 | ||||||||||||
| Less: Allowance for credit losses on investment | (105) | (104) | ||||||||||||
| Net Securities | 2,548,590 | 2,223,313 | ||||||||||||
| Loans held for sale | 6,110 | 17,748 | ||||||||||||
| Total loans | 6,825,847 | 8,081,519 | ||||||||||||
| Less: Allowance for credit losses on loans | (106,094) | (127,302) | ||||||||||||
| Net loans | 6,719,753 | 7,954,217 | ||||||||||||
| Premises and equipment, net | 94,383 | 112,663 | ||||||||||||
| Other real estate owned | — | 149 | ||||||||||||
| Other intangible assets | 29,619 | 34,819 | ||||||||||||
| Cash surrender value of bank-owned life insurance | 235,690 | 232,695 | ||||||||||||
| Other assets | 288,384 | 387,230 | ||||||||||||
| Assets held for sale | 4,577 | 317,304 | ||||||||||||
| Total assets | $ | 11,554,913 | $ | 12,838,013 | ||||||||||
| Liabilities | ||||||||||||||
| Demand deposits | $ | 3,008,461 | $ | 2,484,249 | ||||||||||
| NOW and other deposits | 976,401 | 1,003,005 | ||||||||||||
| Money market deposits | 3,293,526 | 3,371,353 | ||||||||||||
| Savings deposits | 1,111,625 | 972,116 | ||||||||||||
| Time deposits | 1,678,940 | 2,385,085 | ||||||||||||
| Total deposits | 10,068,953 | 10,215,808 | ||||||||||||
| Short-term debt | — | 40,000 | ||||||||||||
| Long-term Federal Home Loan Bank advances | 13,331 | 434,357 | ||||||||||||
| Subordinated notes | 97,513 | 97,280 | ||||||||||||
| Total borrowings | 110,844 | 571,637 | ||||||||||||
| Other liabilities | 192,681 | 232,730 | ||||||||||||
| Liabilities held for sale | — | 630,065 | ||||||||||||
| Total liabilities | 10,372,478 | 11,650,240 | ||||||||||||
(continued)
| December 31, | ||||||||||||||
| (In thousands, except share data) | 2021 | 2020 | ||||||||||||
| Shareholders’ equity | ||||||||||||||
Common stock ($0.01 par value; 100,000,000 shares authorized and 51,903,190 shares issued and 48,667,110 shares outstanding in 2021; 100,000,000 shares authorized; 51,903,190 shares issued, and 50,833,087 shares outstanding in 2020) | $ | 528 | $ | 528 | ||||||||||
| Additional paid-in capital - common stock | 1,423,445 | 1,427,239 | ||||||||||||
| Unearned compensation | (9,056) | (6,245) | ||||||||||||
| Retained (deficit) | (139,383) | (233,344) | ||||||||||||
| Accumulated other comprehensive income/(loss) | (3,243) | 30,871 | ||||||||||||
Treasury stock, at cost (3,236,080 shares in 2021 and 1,070,103 shares in 2020) | (89,856) | (31,276) | ||||||||||||
| Total shareholders’ equity | 1,182,435 | 1,187,773 | ||||||||||||
| Total liabilities and shareholders’ equity | $ | 11,554,913 | $ | 12,838,013 | ||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-5
| Years Ended December 31, | ||||||||||||||||||||
| (In thousands) | 2021 | 2020 | 2019 | |||||||||||||||||
| Interest and dividend income | ||||||||||||||||||||
| Loans | $ | 282,164 | $ | 358,015 | $ | 448,927 | ||||||||||||||
| Securities and other | 46,901 | 51,767 | 60,586 | |||||||||||||||||
| Total interest and dividend income | 329,065 | 409,782 | 509,513 | |||||||||||||||||
| Interest expense | ||||||||||||||||||||
| Deposits | 27,236 | 72,715 | 115,193 | |||||||||||||||||
| Borrowings and subordinated notes | 10,663 | 20,285 | 29,062 | |||||||||||||||||
| Total interest expense | 37,899 | 93,000 | 144,255 | |||||||||||||||||
| Net interest income | 291,166 | 316,782 | 365,258 | |||||||||||||||||
| Non-interest income | ||||||||||||||||||||
| Deposit related fees | 29,813 | 27,905 | 31,352 | |||||||||||||||||
| Loan fees and revenue | 35,060 | 16,840 | 24,374 | |||||||||||||||||
| Insurance commissions and fees | 7,003 | 10,770 | 10,957 | |||||||||||||||||
| Wealth management fees | 10,530 | 9,285 | 9,353 | |||||||||||||||||
| Mortgage banking income | 2,056 | 5,190 | 788 | |||||||||||||||||
| Total fee income | 84,462 | 69,990 | 76,824 | |||||||||||||||||
| Other | 6,631 | 2,597 | 1,438 | |||||||||||||||||
| (Loss)/gain on securities, net | (787) | (7,520) | 4,389 | |||||||||||||||||
| Gain on sale of business operations and assets, net | 52,942 | 1,240 | 1,351 | |||||||||||||||||
| Total non-interest income | 143,248 | 66,307 | 84,002 | |||||||||||||||||
| Total net revenue | 434,414 | 383,089 | 449,260 | |||||||||||||||||
| Provision (benefit) for credit losses | (500) | 75,878 | 35,419 | |||||||||||||||||
| Non-interest expense | ||||||||||||||||||||
| Compensation and benefits | 150,589 | 147,840 | 140,906 | |||||||||||||||||
| Occupancy and equipment | 41,782 | 43,359 | 39,586 | |||||||||||||||||
| Technology and communications | 33,803 | 32,364 | 26,523 | |||||||||||||||||
| Marketing and promotion | 2,749 | 3,703 | 4,474 | |||||||||||||||||
| Professional services | 15,860 | 11,907 | 10,798 | |||||||||||||||||
| FDIC premiums and assessments | 3,759 | 5,876 | 3,861 | |||||||||||||||||
| Other real estate owned and foreclosures | 17 | 125 | 154 | |||||||||||||||||
| Amortization of intangible assets | 5,200 | 6,181 | 5,783 | |||||||||||||||||
| Goodwill impairment | — | 553,762 | — | |||||||||||||||||
| Merger, restructuring and conversion related expenses | 5,781 | 5,839 | 28,046 | |||||||||||||||||
| Other | 26,353 | 29,283 | 29,726 | |||||||||||||||||
| Total non-interest expense | 285,893 | 840,239 | 289,857 | |||||||||||||||||
| Income/(loss) from continuing operations before income taxes | 149,021 | (533,028) | 123,984 | |||||||||||||||||
| Income tax expense/(benefit) from continuing operations | 30,357 | (19,853) | 22,463 | |||||||||||||||||
| Net income/(loss) from continuing operations | 118,664 | (513,175) | 101,521 | |||||||||||||||||
| (Loss) from discontinued operations before income taxes | — | (26,855) | (5,539) | |||||||||||||||||
| Income tax (benefit) from discontinued operations | — | (7,013) | (1,468) | |||||||||||||||||
| Net (loss) from discontinued operations | — | (19,842) | (4,071) | |||||||||||||||||
| Net income/(loss) | $ | 118,664 | $ | (533,017) | $ | 97,450 | ||||||||||||||
| Preferred stock dividend | — | 313 | 960 | |||||||||||||||||
| Income/(loss) available to common shareholders | $ | 118,664 | $ | (533,330) | $ | 96,490 | ||||||||||||||
| Years Ended December 31, | ||||||||||||||||||||
| (in thousands, except per share data) | 2021 | 2020 | 2019 | |||||||||||||||||
| Basic earnings/(loss) per share: | ||||||||||||||||||||
| Continuing Operations | $ | 2.41 | $ | (10.21) | $ | 2.06 | ||||||||||||||
| Discontinued operations | — | (0.39) | (0.08) | |||||||||||||||||
| Total basic earnings/(loss) per share | $ | 2.41 | $ | (10.60) | $ | 1.98 | ||||||||||||||
| Diluted earnings/(loss) per share: | ||||||||||||||||||||
| Continuing Operations | $ | 2.39 | $ | (10.21) | $ | 2.05 | ||||||||||||||
| Discontinued operations | — | (0.39) | (0.08) | |||||||||||||||||
| Total diluted earnings/(loss) per share | $ | 2.39 | $ | (10.60) | $ | 1.97 | ||||||||||||||
| Weighted average common shares outstanding: | ||||||||||||||||||||
| Basic | 49,240 | 50,270 | 49,263 | |||||||||||||||||
| Diluted | 49,554 | 50,270 | 49,421 | |||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-6
BERKSHIRE HILLS BANCORP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)
| Years Ended December 31, | ||||||||||||||||||||
| (In thousands) | 2021 | 2020 | 2019 | |||||||||||||||||
| Net income/(loss) | $ | 118,664 | $ | (533,017) | $ | 97,450 | ||||||||||||||
| Other comprehensive (loss)/income, before tax: | ||||||||||||||||||||
| Changes in unrealized gains and losses on securities available-for-sale | (46,794) | 25,726 | 34,530 | |||||||||||||||||
| Changes in unrealized gains and losses on pension | 993 | (489) | (270) | |||||||||||||||||
| Total other comprehensive (loss)/income, before tax | (45,801) | 25,237 | 34,260 | |||||||||||||||||
| Income taxes related to other comprehensive (loss)/income: | ||||||||||||||||||||
| Changes in unrealized gains and losses on securities available-for-sale | 11,937 | (6,471) | (8,873) | |||||||||||||||||
| Changes in unrealized gains and losses on pension | (250) | 112 | 76 | |||||||||||||||||
| Total income tax benefit/(expense) related to other comprehensive income (loss) | 11,687 | (6,359) | (8,797) | |||||||||||||||||
| Total other comprehensive (loss)/income | (34,114) | 18,878 | 25,463 | |||||||||||||||||
| Total comprehensive income/(loss) | $ | 84,550 | $ | (514,139) | $ | 122,913 | ||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-7
BERKSHIRE HILLS BANCORP, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
| Preferred Stock | Common Stock | Additional paid-in | Unearned | Retained (deficit) | Accumulated other comprehensive | Treasury | ||||||||||||||||||||||||||
| (In thousands, except per share data) | Shares | Amount | Shares | Amount | capital | compensation | earnings | (loss) income | stock | Total | ||||||||||||||||||||||
| Balance at January 1, 2019 | 522 | $ | 40,633 | 45,417 | $ | 460 | $ | 1,245,013 | $ | (6,594) | $ | 308,839 | $ | (13,470) | $ | (21,963) | $ | 1,552,918 | ||||||||||||||
| Comprehensive income: | ||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | 97,450 | — | — | 97,450 | ||||||||||||||||||||||
| Other net comprehensive (loss) | — | — | — | — | — | — | — | 25,463 | — | 25,463 | ||||||||||||||||||||||
| Total comprehensive income | — | — | — | — | — | — | 97,450 | 25,463 | — | 122,913 | ||||||||||||||||||||||
| Acquisition of SI Financial Group, Inc. | — | — | 5,691 | 57 | 176,655 | — | — | — | — | 176,712 | ||||||||||||||||||||||
Cash dividends declared on common shares ($0.92 per share) | — | — | — | — | — | — | (44,147) | — | — | (44,147) | ||||||||||||||||||||||
Cash dividends declared on preferred shares ($1.84 per share) | — | — | — | — | — | — | (960) | — | — | (960) | ||||||||||||||||||||||
| Treasury stock purchased | — | — | (1,726) | — | — | — | — | — | (52,746) | (52,746) | ||||||||||||||||||||||
| Forfeited shares | — | — | (65) | — | (251) | 2,160 | — | — | (1,909) | — | ||||||||||||||||||||||
| Exercise of stock options | — | — | 11 | — | — | — | (100) | — | 288 | 188 | ||||||||||||||||||||||
| Restricted stock grants | — | — | 299 | — | 932 | (8,843) | — | — | 7,911 | — | ||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | 4,812 | — | — | — | 4,812 | ||||||||||||||||||||||
| Other, net | — | — | (42) | — | 92 | — | — | — | (1,218) | (1,126) | ||||||||||||||||||||||
| Balance at December 31, 2019 | 522 | $ | 40,633 | 49,585 | $ | 517 | $ | 1,422,441 | $ | (8,465) | $ | 361,082 | $ | 11,993 | $ | (69,637) | $ | 1,758,564 | ||||||||||||||
| Comprehensive income: | 0 | |||||||||||||||||||||||||||||||
| Net (loss) | — | — | — | — | — | — | (533,017) | — | — | (533,017) | ||||||||||||||||||||||
| Other net comprehensive income | — | — | — | — | — | — | — | 18,878 | — | 18,878 | ||||||||||||||||||||||
| Total comprehensive (loss) | — | — | — | — | — | — | (533,017) | 18,878 | — | (514,139) | ||||||||||||||||||||||
| — | — | — | — | — | — | (24,380) | — | — | (24,380) | |||||||||||||||||||||||
| Conversion of preferred stock to common stock | (522) | (40,633) | 1,043 | 11 | 10,395 | — | — | — | 30,227 | — | ||||||||||||||||||||||
Cash dividends declared on common shares ($0.72 per share) | — | — | — | — | — | — | (36,251) | — | — | (36,251) | ||||||||||||||||||||||
Cash dividends declared on preferred shares ($1.20 per share) | — | — | — | — | — | — | (313) | — | — | (313) | ||||||||||||||||||||||
| Treasury stock purchased | — | — | (14) | — | — | — | — | — | (473) | (473) | ||||||||||||||||||||||
| Forfeited shares | — | — | (91) | — | (1,570) | 2,727 | — | — | (1,157) | — | ||||||||||||||||||||||
| Exercise of stock options | — | — | 37 | — | — | — | (465) | — | 1,129 | 664 | ||||||||||||||||||||||
| Restricted stock grants | — | — | 314 | — | (4,121) | (5,234) | — | — | 9,355 | — | ||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | 4,727 | — | — | — | 4,727 | ||||||||||||||||||||||
| Other, net | — | — | (41) | — | 94 | — | — | — | (720) | (626) | ||||||||||||||||||||||
| Balance at December 31, 2020 | — | $ | — | 50,833 | $ | 528 | $ | 1,427,239 | $ | (6,245) | $ | (233,344) | $ | 30,871 | $ | (31,276) | $ | 1,187,773 | ||||||||||||||
| Comprehensive income: | ||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | 118,664 | — | — | 118,664 | ||||||||||||||||||||||
| Other net comprehensive (loss) | — | — | — | — | — | — | — | (34,114) | — | (34,114) | ||||||||||||||||||||||
| Total comprehensive income | — | — | — | — | — | — | 118,664 | (34,114) | — | 84,550 | ||||||||||||||||||||||
Cash dividends declared common shares ($0.48 per share) | — | — | — | — | — | — | (24,553) | — | — | (24,553) | ||||||||||||||||||||||
| Treasury stock purchased | — | — | (2,500) | — | — | — | — | — | (68,712) | (68,712) | ||||||||||||||||||||||
| Forfeited shares | — | — | (113) | — | 90 | 2,644 | — | — | (2,734) | — | ||||||||||||||||||||||
| Exercise of stock options | — | — | 20 | — | — | — | (150) | — | 567 | 417 | ||||||||||||||||||||||
| Restricted stock grants | — | — | 476 | — | (3,898) | (9,625) | — | — | 13,523 | — | ||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | 4,170 | — | — | — | 4,170 | ||||||||||||||||||||||
| Other, net | — | — | (49) | — | 14 | — | — | — | (1,224) | (1,210) | ||||||||||||||||||||||
| Balance at December 31, 2021 | — | $ | — | 48,667 | $ | 528 | $ | 1,423,445 | $ | (9,056) | $ | (139,383) | $ | (3,243) | $ | (89,856) | $ | 1,182,435 | ||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-8
| Years Ended December 31, | ||||||||||||||||||||
| (In thousands) | 2021 | 2020 | 2019 | |||||||||||||||||
| Cash flows from operating activities: | ||||||||||||||||||||
| Net income/(loss) from continuing operations | 118,664 | (513,175) | 101,521 | |||||||||||||||||
| Net (loss) from discontinued operations | — | (19,842) | (4,071) | |||||||||||||||||
| Net income/(loss) | $ | 118,664 | $ | (533,017) | $ | 97,450 | ||||||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||||||||||
| Provision (benefit) for credit losses | (500) | 75,878 | 35,419 | |||||||||||||||||
| Net amortization of securities | 1,939 | 2,513 | 2,407 | |||||||||||||||||
| Change in unamortized net loan origination costs and premiums | (1,918) | 21,856 | 12,759 | |||||||||||||||||
| Premises and equipment depreciation and amortization expense | 11,035 | 11,919 | 10,921 | |||||||||||||||||
| Stock-based compensation expense | 4,170 | 4,727 | 4,812 | |||||||||||||||||
| Accretion of purchase accounting entries, net | (6,577) | (10,377) | (14,813) | |||||||||||||||||
| Amortization of other intangibles | 5,200 | 6,181 | 5,783 | |||||||||||||||||
| Income from cash surrender value of bank-owned life insurance policies | (5,561) | (5,354) | (5,349) | |||||||||||||||||
| Securities losses/(gains), net | 787 | 7,576 | (4,389) | |||||||||||||||||
| Net change in loans held-for-sale | 5,775 | (4,267) | (5,137) | |||||||||||||||||
| Loss on disposition of assets | 2,811 | 327 | 3,443 | |||||||||||||||||
| Loss on sale of real estate | 6 | 13 | 5 | |||||||||||||||||
| Amortization of interest in tax-advantaged projects | 3,444 | 3,645 | 6,455 | |||||||||||||||||
| Goodwill impairment | — | 553,762 | — | |||||||||||||||||
| Gain on sale of business operations and other assets | (52,942) | — | — | |||||||||||||||||
| Prepayment penalties on repayment of Federal Home Loan Bank advances | 862 | — | — | |||||||||||||||||
| Net change in other | 18,282 | (31,247) | (23,418) | |||||||||||||||||
| Net cash provided by operating activities of continuing operations | 105,477 | 123,977 | 130,419 | |||||||||||||||||
| Net cash provided/(used) by operating activities of discontinued operations | — | 103,664 | (18,894) | |||||||||||||||||
| Net cash provided by operating activities | 105,477 | 227,641 | 111,525 | |||||||||||||||||
| Cash flows from investing activities: | ||||||||||||||||||||
| Net decrease in trading security | 776 | 734 | 701 | |||||||||||||||||
| Purchases of marketable equity securities | — | (17,631) | (23,841) | |||||||||||||||||
| Proceeds from sales of marketable equity securities | 2,880 | 33,928 | 43,075 | |||||||||||||||||
| Purchases of securities available for sale | (804,616) | (885,182) | (119,671) | |||||||||||||||||
| Proceeds from sales of securities available for sale | — | 69,337 | 136,229 | |||||||||||||||||
| Proceeds from maturities, calls, and prepayments of securities available for sale | 575,538 | 457,586 | 240,586 | |||||||||||||||||
| Purchases of securities held to maturity | (219,470) | (144,651) | (7,260) | |||||||||||||||||
| Proceeds from maturities, calls, and prepayments of securities held to maturity | 46,061 | 35,331 | 21,602 | |||||||||||||||||
| Net change in loans | 1,262,521 | 1,054,029 | 694,657 | |||||||||||||||||
| Net change in Mid-Atlantic region loans held for sale | 50,914 | — | — | |||||||||||||||||
| Acquisitions, net of cash paid | — | — | 110,774 | |||||||||||||||||
| Proceeds from surrender of bank-owned life insurance | 2,566 | 553 | 2,451 | |||||||||||||||||
| Purchase of Federal Home Loan Bank stock | — | (6,741) | (112,208) | |||||||||||||||||
| Proceeds from sales of Federal Home Loan Bank stock | 24,078 | 19,887 | 149,455 | |||||||||||||||||
| Net investment in limited partnership tax credits | (2,878) | (7,280) | (4,387) | |||||||||||||||||
| Purchase of premises and equipment, net | (1,606) | (7,208) | (10,565) | |||||||||||||||||
| (Continued) | ||||||||||||||||||||
F-9
| Years ended December 31, | ||||||||||||||||||||
| (In thousands) | 2021 | 2020 | 2019 | |||||||||||||||||
| Proceeds from sales of seasoned commercial loan portfolios | 16,417 | 37,988 | 81,147 | |||||||||||||||||
| Proceeds from sales of other real estate owned | 187 | 171 | 150 | |||||||||||||||||
| Cash outflows from sale of business operations and other assets | (352,814) | — | — | |||||||||||||||||
| Net investing cash flows provided/(used) by discontinued operations | — | 252 | (313) | |||||||||||||||||
| Net cash provided by investing activities | 600,554 | 641,103 | 1,202,582 | |||||||||||||||||
| Cash flows from financing activities: | ||||||||||||||||||||
| Net increase in deposits | $ | (154,052) | $ | 499,657 | $ | 23,996 | ||||||||||||||
| Net change in Mid-Atlantic region deposits held for sale | 20,953 | — | — | |||||||||||||||||
| Proceeds from Federal Home Loan Bank advances and other borrowings | — | 326,277 | 5,384,982 | |||||||||||||||||
| Repayments of Federal Home Loan Bank advances and other borrowings | (462,059) | (582,648) | (6,228,780) | |||||||||||||||||
| Purchase of treasury stock | (68,712) | (473) | (52,746) | |||||||||||||||||
| Exercise of stock options | 417 | 664 | 188 | |||||||||||||||||
| Common and preferred stock cash dividends paid | (24,553) | (36,564) | (45,107) | |||||||||||||||||
| Settlement of derivative contracts with financial institution counterparties | 51,907 | (97,611) | — | |||||||||||||||||
| Net cash (used)/provided by financing activities | (636,099) | 109,302 | (917,467) | |||||||||||||||||
| Net change in cash and cash equivalents | 69,932 | 978,046 | 396,640 | |||||||||||||||||
| Cash and cash equivalents at beginning of year | 1,557,875 | 579,829 | 183,189 | |||||||||||||||||
| Cash and cash equivalents at end of year | $ | 1,627,807 | $ | 1,557,875 | $ | 579,829 | ||||||||||||||
| Supplemental cash flow information: | ||||||||||||||||||||
| Interest paid on deposits | $ | 29,606 | $ | 82,319 | $ | 119,695 | ||||||||||||||
| Interest paid on borrowed funds | 11,385 | 21,277 | 33,406 | |||||||||||||||||
| Income taxes (refunded)/paid, net | 14,816 | (13,864) | 19,818 | |||||||||||||||||
| Acquisition of non-cash assets and liabilities: | ||||||||||||||||||||
| Assets acquired | — | — | 1,595,054 | |||||||||||||||||
| Liabilities assumed | — | — | (1,530,010) | |||||||||||||||||
| Other non-cash changes: | ||||||||||||||||||||
| Other net comprehensive income/(loss) | (34,114) | 18,878 | 25,463 | |||||||||||||||||
| Impact to retained earnings from adoption of ASC 326, net of tax | — | 24,380 | — | |||||||||||||||||
| Mid-Atlantic assets reclassified to held for sale | — | 317,304 | — | |||||||||||||||||
| Mid- Atlantic liabilities reclassified to held for sale | — | 630,065 | — | |||||||||||||||||
| Reclass of Mid-Atlantic loans held-for-sale to portfolio loans, net | 29,418 | — | — | |||||||||||||||||
| Reclass of Mid-Atlantic deposits held-for-sale to deposits, net | 7,197 | — | — | |||||||||||||||||
| Reclass of seasoned loan portfolios to held-for-sale, net | 11,660 | 14,845 | 120,307 | |||||||||||||||||
| Reclass of premises and equipment to held-for-sale | 4,577 | — | — | |||||||||||||||||
| Real estate owned acquired in settlement of loans | — | 224 | — | |||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-10
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2021, 2020, and 2019
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Consolidation
The Consolidated Financial Statements (the “financial statements”) of Berkshire Hills Bancorp, Inc. and its subsidiaries (the “Company” or “Berkshire”) have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The Company is a Delaware corporation, headquartered in Boston, Massachusetts, and the holding company for Berkshire Bank (the “Bank”), a Massachusetts-chartered trust company headquartered in Pittsfield, Massachusetts. These financial statements include the accounts of the Company, its wholly-owned subsidiaries and the Bank’s consolidated subsidiaries. In consolidation, all significant intercompany accounts and transactions are eliminated. The results of operations of companies or assets acquired are included only from the dates of acquisition. All material wholly-owned and majority-owned subsidiaries are consolidated unless GAAP requires otherwise.
The Company has evaluated subsequent events for potential recognition and/or disclosure through the date these financial statements were issued.
Reclassifications
Certain items in prior financial statements have been reclassified to conform to the current presentation.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements. Actual results could differ from those estimates.
Refer to Note 18 – Other Commitments, Contingencies, and Off-Balance Sheet Activities for pandemic related risks and uncertainties.
Business Combinations
Business combinations are accounted for using the acquisition method of accounting. Under this method, the accounts of an acquired entity are included with the acquirer’s accounts as of the date of acquisition with any excess of purchase price over the fair value of the net assets acquired (including identifiable intangibles) capitalized as goodwill.
To consummate an acquisition, the Company will typically issue common stock and/or pay cash, depending on the terms of the acquisition agreement. The value of common shares issued is determined based upon the market price of the stock as of the closing of the acquisition.
Cash and Cash equivalents
Cash and cash equivalents include cash, balances due from banks, and short-term investments, all of which had an original maturity within 90 days. Due to the nature of cash and cash equivalents and the near term maturity, the Company estimated that the carrying amount of such instruments approximated fair value. The nature of the Bank’s business requires that it maintain amounts due from banks which at times, may exceed federally insured limits. The Bank has not experienced any losses on such amounts and all amounts are maintained with well-capitalized institutions.
Trading Security
The Company accounts for a tax advantaged economic development bond originated in 2008 at fair value, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 320. The bond has been designated as a trading account security and is recorded at fair value, with changes in unrealized gains and losses recorded through earnings each period as part of non-interest income.
F-11
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Securities
Debt securities that management has the intent and ability to hold to maturity are classified as held to maturity and carried at amortized cost. All other debt securities are classified as available for sale and carried at fair value, with unrealized gains and losses reported as a component of other net comprehensive income. Equity securities are carried at fair value, with changes in fair value reported in net income. Management determines the appropriate classification of securities at the time of purchase. Restricted equity securities, such as stock in the Federal Home Loan Bank of Boston (“FHLBB”) are carried at cost. There are no quoted market prices for the Company’s restricted equity securities. The Bank is a member of the FHLBB, which requires that members maintain an investment in FHLBB stock, which may be redeemed based on certain conditions. The Bank reviews for impairment based on the ultimate recoverability of the cost bases in the FHLBB stock.
Purchase premiums and discounts are recognized in interest income using the interest method, without anticipating prepayments, except mortgage-backed securities where prepayments are anticipated, over the terms of the securities. Premiums on callable debt securities are amortized to their earliest call date. Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method.
The Company measures expected credit losses on held to maturity debt securities on a collective basis. Accrued interest receivable on held to maturity debt securities is excluded from the estimate of credit losses. The estimate of expected credit losses considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts.
The Company evaluates available for sale debt securities in an unrealized loss position by first assessing whether it intends to sell or it is more likely than not that it will be required to sell the security before recovery of its amortized cost basis. If either the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For available for sale debt securities that do not meet the aforementioned criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, the Company considers the extent to which fair value is less than amortized cost, any changes to the rating of security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income.
Loans Held for Sale
Loans originated with the intent to be sold in the secondary market are accounted for under the fair value option. Non-refundable fees and direct loan origination costs related to residential mortgage loans held for sale are recognized in non-interest income or non-interest expense as earned or incurred. Fair value is primarily determined based on quoted prices for similar loans in active markets. Gains and losses on sales of residential mortgage loans (sales proceeds minus carrying value) are recorded in non-interest income.
Loans that were previously held for investment that the Company has an active plan to sell are transferred to loans held for sale at the lower of cost or market (fair value). The market price is primarily determined based on quoted prices for similar loans in active markets or agreed upon sales prices. Gains are recorded in non-interest income at sale to the extent that the sale price of the loan exceeds carrying value. Any reduction in the loan’s value, prior to being transferred to loans held for sale, is reflected as a charge-off of the recorded investment in the loan resulting in a new cost basis, with a corresponding reduction in the allowance for credit losses. Further decreases in the fair value of the loan are recognized in non-interest expense.
F-12
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Loans
Loans are reported at their amortized cost. Amortized cost is the principal balance outstanding, net of the unamortized balance of any deferred fees or costs and the unamortized balance of any premiums or discounts on loans purchased or acquired through mergers. Interest income is accrued on the unpaid principal balance. Interest income includes net accretion or amortization of deferred fees or costs and of premiums or discounts. Direct loan origination costs, net of any origination fees, in addition to premiums and discounts on loans, are deferred and recognized as an adjustment of the related loan yield using the interest method. Interest on loans, excluding automobile loans, is generally not accrued on loans which are ninety days or more past due unless the loan is well-secured and in the process of collection. Past due status is based on contractual terms of the loan. Automobile loans generally continue accruing until one hundred and twenty days delinquent, at which time they are charged off. All interest accrued but not collected for loans that are placed on non-accrual or charged-off is reversed against interest income, except for certain loans designated as well-secured. The interest on non-accrual loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.
Purchase Credit Deteriorated (PCD) Loans
Loans that the Company acquired in acquisitions include some loans that have experienced more than insignificant credit deterioration since origination. PCD loans are recorded at the amount paid. An allowance for credit losses is determined using the same methodology as other loans held for investment. The initial allowance for credit losses determined on a collective basis is allocated to individual loans. The sum of the loan’s purchase price and allowance for credit losses becomes its initial amortized cost basis. The difference between the initial amortized cost basis and the par value of the loan is a noncredit discount or premium, which is amortized into interest income over the life of the loan. Subsequent changes to the allowance for credit losses are recorded through provision expense.
Allowance for Credit Losses for Loans
The allowance for credit losses for loans (“ACLL”) is comprised of the allowance for loan losses and the allowance for unfunded commitments which is accounted for as a separate liability in other liabilities on the consolidated balance sheet. The ACLL is a valuation account that is deducted from the loans’ amortized cost basis to present the net amount expected to be collected on the loans. Loans are charged off against the allowance when management believes the uncollectibility of a loan balance is confirmed. Accrued interest receivable is excluded from the estimate of credit losses.
The level of the ACLL represents management’s estimate of expected credit losses over the expected life of the loans at the balance sheet date. The Company uses a static pool migration analysis method, applying expected historical loss trend and observed economic metrics. The level of the ACLL is based on management’s ongoing review of all relevant information, from internal and external sources, relating to past and current events, utilizing a 7 quarter reasonable and supportable forecast period with a 1 year reversion period. The ACLL reserve is overlaid with qualitative factors based upon:
•the existence and growth of concentrations of credit;
•the volume and severity of past due financial assets, including nonaccrual assets;
•the institutions lending and credit review as well as the experience and ability of relevant management and staff and;
•the effect of other external factors such as regulatory, competition, regional market conditions, legal and technological environment and other events such as natural disasters;
•the effect of other economic factors such as economic stimulus and customer forbearance programs.
The allowance for unfunded commitments is maintained at a level by the Company to be sufficient to absorb expected lifetime losses related to unfunded credit facilities (including unfunded loan commitments and letters of credit).
F-13
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The ACLL is measured on a collective (pool) basis when similar risk characteristics exist. The Company evaluates its risk characteristics of loans based on regulatory call report code with sub-segmentation based on underlying collateral for certain loan types. Risk characteristics relevant to each portfolio segment are as follows:
Construction – Loans in this segment primarily include real estate development loans for which payment is derived from sale of the property or long term financing at completion. Credit risk is affected by cost overruns, time to sell at an adequate price, and market conditions.
Commercial real estate multifamily, owner occupied and non-owner – Loans in this segment are primarily owner-occupied or income-producing properties throughout New England and Northeastern New York. The underlying cash flows generated by the properties are adversely impacted by a downturn in the economy, which in turn, will have an effect on the credit quality in this segment. Management monitors the cash flows of these loans.
Commercial and industrial loans – Loans in this segment are made to businesses and are generally secured by assets of the business such as accounts receivable, inventory, marketable securities, other liquid collateral, equipment and other business assets. Repayment is expected from the cash flows of the business. Loans in this segment include asset based loans which generally have no scheduled repayment which are closely monitored against formula based collateral advance ratios. A weakened economy, and resultant decreased consumer spending, will have an effect on the credit quality of this segment.
Residential real estate – All loans in this segment are collateralized by residential real estate and repayment is dependent on the credit quality of the individual borrower. The overall health of the economy, including unemployment rates and housing prices, will have an effect on the credit quality in this segment.
Home equity and other consumer loans – Loans in this segment are primarily home equity lines of credit, automobile loans and other consumer loans. The overall health of the economy, including unemployment rates and housing prices, will have an effect on the credit quality in this segment.
Loans that do not share risk characteristics are evaluated on an individual basis, which the Company has determined to be non-accrual loans over a certain threshold, loans that were determined to be Troubled Debt Restructurings (“TDRs”) and PCD loans. Loans evaluated individually are not also included in the collective evaluation. Estimates of specific allowance may be determined by the present value of anticipated future cash flows or the loan’s observable fair market value, or the fair value of the collateral less costs to sell, if the loan is collateral dependent. However, for collateral dependent loans, the amount of the amortized cost in a loan that exceeds the fair value of the collateral is charged-off against the allowance for loan losses in lieu of an allocation of a specific allowance amount when such an amount has been identified definitively as uncollectible.
Prior to the adoption of ASC 326 on January 1, 2020, the Company calculated allowance for loan losses using incurred losses methodology.
Bank-Owned Life Insurance
Bank-owned life insurance policies are reflected on the Consolidated Balance Sheets at the amount that can be realized under the insurance contract at the balance sheet date which is the cash surrender value. Changes in the net cash surrender value of the policies, as well as insurance proceeds received, are reflected in non-interest income on the Consolidated Statements of Operations and are not subject to income taxes.
Foreclosed and Repossessed Assets
Other real estate owned is comprised of real estate acquired through foreclosure proceedings or acceptance of a deed in lieu of foreclosure. Repossessed collateral is primarily comprised of taxi medallions. Both other real estate owned and repossessed collateral are held for sale and are initially recorded at the fair value less estimated costs to sell at the date of foreclosure or repossession, establishing a new cost basis. The shortfall, if any, of the loan balance over the fair value of the property or collateral (excluding taxi medallions), less cost to sell, at the time of transfer
F-14
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
from loans to other real estate owned or repossessed collateral is charged to the allowance for loan losses. Subsequent to transfer, the asset is carried at lower of cost or fair value less cost to sell and periodically evaluated for impairment. The shortfall, if any, of the loan balance over the fair value of the collateral comprised of taxi medallions at the time of transfer from loans to repossessed collateral is charged to non-interest income. Subsequent impairments in the fair value of other real estate owned and repossessed collateral are charged to expense in the period incurred. Net operating income or expense related to other real estate owned and repossessed collateral is included in operating expenses in the accompanying Consolidated Statements of Operations. Because of changing market conditions, there are inherent uncertainties in the assumptions with respect to the estimated fair value of other real estate owned and repossessed collateral. Because of these inherent uncertainties, the amount ultimately realized on other real estate owned and repossessed collateral may differ from the amounts reflected in the financial statements.
Capitalized Servicing Rights
Capitalized servicing rights are included in “other assets” in the Consolidated Balance Sheets. Servicing assets are initially recognized as separate assets at fair value when rights are acquired through purchase or through sale of financial assets with servicing retained.
The Company's servicing rights accounted for under the fair value method are carried on the Consolidated Balance Sheets at fair value with changes in fair value recorded in income in the period in which the change occurs. Changes in the fair value of servicing rights are primarily due to changes in valuation assumptions, such as discount rates and prepayment speeds, and the collection and realization of expected cash flows.
The Company’s servicing rights accounted for under the amortization method are initially recorded at fair value. Under that method, capitalized servicing rights are charged to expense in proportion to and over the period of estimated net servicing income. Fair value of the servicing rights is based on a valuation model that calculates the present value of estimated future net servicing income. The valuation model incorporates assumptions that market participants would use in estimating future net servicing income, such as the cost to service, the discount rate, prepayment speeds and default rates and losses. Impairment is recognized through a valuation allowance for an individual tranche, to the extent that fair value is less than the capitalized amount for the tranches. If the Company later determines that all or a portion of the impairment no longer exists for a particular tranche, a reduction of the allowance may be recorded as an increase to income.
Premises and Equipment
Land is carried at cost. Buildings, improvements, and equipment are carried at cost less accumulated depreciation and amortization computed on the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized on the straight-line method over the shorter of the lease term, plus optional terms if certain conditions are met, or the estimated useful life of the asset.
Goodwill
Goodwill represents the excess of the purchase price over the fair value of the net assets acquired in a business combination. Goodwill is assessed annually for impairment, and more frequently if events or changes in circumstances indicate that there may be an impairment. Adverse changes in the economic environment, declining operations, unanticipated competition, loss of key personnel, or other factors could result in a decline in the implied fair value of goodwill. Subsequent reversals of goodwill impairment are prohibited.
Other Intangibles
Intangible assets are acquired assets that lack physical substance but can be distinguished from goodwill because of contractual or other legal rights or the asset is capable of being sold or exchanged either on its own or in combination with a related contract, asset or liability.
The fair values of these assets are generally determined based on appraisals and are subsequently amortized on a straight-line basis or an accelerated basis over their estimated lives. Management assesses the recoverability of these intangible assets at least annually or whenever events or changes in circumstances indicate that their carrying value may not be recoverable. If the carrying amount exceeds fair value, an impairment charge is recorded to income.
F-15
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Transfers of Financial Assets
Transfers of an entire financial asset, group of entire financial assets, or a participating interest in an entire financial asset are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right to pledge or exchange the transferred assets, and (3) the Company does not maintain effective control over the transferred assets.
Income Taxes
Deferred income taxes are recognized for the tax consequences of temporary differences by applying enacted statutory tax rates applicable for future years to differences between financial statement and tax bases of existing assets and liabilities. The effect of tax rate changes on deferred taxes is recognized in the income tax provision in the period that includes the enactment date. A tax valuation allowance is established, as needed, to reduce net deferred tax assets to the amount expected to be realized. In the event it becomes more likely than not that some or all of the deferred tax asset allowances will not be needed, the valuation allowance will be adjusted.
In the ordinary course of business there is inherent uncertainty in quantifying the Company’s income tax
positions. Income tax positions and recorded tax benefits are based upon management’s evaluation of the facts, circumstances, and information available at the reporting date. For those tax positions where it is more likely than not that a tax benefit will be sustained, we have determined the amount of the tax benefit to be recognized by estimating the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where it is more-likely-than-not that a tax benefit will not be sustained, no tax benefit has been recognized in the financial statements. Where applicable, associated interest and penalties have also been recognized. We recognize accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense.
Insurance Commissions
Commission revenue is recognized as of the effective date of the insurance policy or the date the customer is billed, whichever is later, net of return commissions related to policy cancellations. Policy cancellation is a variable consideration that is not deemed significant and thus, does not impact the amount of revenue recognized.
In addition, the Company may receive additional performance commissions based on achieving certain sales and loss experience measures. Such commissions are recognized when determinable, which is generally when such commissions are received or when the Company receives data from the insurance companies that allows the reasonable estimation of these amounts.
Stock-Based Compensation
The Company measures and recognizes compensation cost relating to share-based payment transactions based on the grant-date fair value of the equity instruments issued. The fair value of restricted stock is recorded as unearned compensation. The deferred expense is amortized to compensation expense based on one of several permitted attribution methods over the longer of the required service period or performance period. For performance-based restricted stock awards, the Company estimates the degree to which performance conditions will be met to determine the number of shares that will vest and the related compensation expense. Compensation expense is adjusted in the period such estimates change.
Income tax benefits and/or tax deficiencies related to stock compensation determined as the difference between compensation cost recognized for financial reporting purposes and the deduction for tax, are recognized in the income statement as income tax expense or benefit in the period in which they occur.
F-16
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Wealth Management
Wealth management assets held in a fiduciary or agent capacity are not included in the accompanying Consolidated
Balance Sheets because they are not assets of the Company.
Wealth management fees is primarily comprised of fees earned from consultative investment management, trust administration, tax return preparation, and financial planning. The Company’s performance obligation is generally satisfied over time and the resulting fees are recognized monthly, based on the daily accrual of the market value of the investment accounts and the applicable fee rate.
Derivative Instruments and Hedging Activities
The Company enters into interest rate swap agreements as part of the Company’s interest rate risk management strategy for certain assets and liabilities and not for speculative purposes. Based on the Company’s intended use for the interest rate swap at inception, the Company designates the derivative as either an economic hedge of an asset or liability or a hedging instrument subject to the hedge accounting provisions of ASC 815, “Derivatives and Hedging.”
Interest rate swaps designated as economic hedges are recorded at fair value within other assets or liabilities. Changes in the fair value of these derivatives are recorded directly through earnings.
For interest rate swaps that management intends to apply the hedge accounting provisions of ASC 815, the Company formally documents at inception all relationships between hedging instruments and hedged items, as well as its risk management objectives and strategies for undertaking the various hedges. Additionally, the Company uses dollar offset or regression analysis at the hedge’s inception and for each reporting period thereafter, to assess whether the derivative used in its hedging transaction is expected to be and has been highly effective in offsetting changes in the fair value or cash flows of the hedged item. The Company discontinues hedge accounting when it is determined that a derivative is not expected to be or has ceased to be highly effective as a hedge, and then reflects changes in fair value of the derivative in earnings after termination of the hedge relationship.
The Company enters into commitments to lend with borrowers, and forward commitments to sell loans or to-be-announced mortgage-backed bonds to investors to hedge against the inherent interest rate and pricing risk associated with selling loans. The commitments to lend generally terminate once the loan is funded, the lock period expires or the borrower decides not to contract for the loan. The forward commitments generally terminate once the loan is sold, the commitment period expires or the borrower decides not to contract for the loan. These commitments are considered derivatives which are accounted for by recognizing their estimated fair value on the Consolidated Balance Sheets as either a freestanding asset or liability. See Note 15 - Derivative Instruments and Hedging Activities to the financial statements for more information on commitments to lend and forward commitments.
Off-Balance Sheet Financial Instruments
In the ordinary course of business, the Company enters into off-balance sheet financial instruments, consisting primarily of credit related financial instruments. These financial instruments are recorded in the financial statements when they are funded or related fees are incurred or received.
F-17
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fair Value Hierarchy
The Company groups assets and liabilities that are 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. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities.
Level 2 - Valuation is based on observable inputs other than Level 1 prices, such as 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 assets or liabilities.
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 or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using unobservable techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.
Employee Benefits
The Company maintains an employer sponsored 401(k) plan to which participants may make contributions in the form of salary deferrals and the Company provides matching contributions in accordance with the terms of the plan. Contributions due under the terms of the defined contribution plans are accrued as earned by employees.
Due to the Rome Bancorp acquisition in 2011, the Company inherited a noncontributory, qualified, defined benefit pension plan for certain employees who met age and service requirements; as well as other post-retirement benefits, principally health care and group life insurance. The Rome pension plan and postretirement benefits that were acquired in connection with the whole-bank acquisition were frozen prior to the close of the transaction. The pension benefit in the form of a life annuity is based on the employee’s combined years of service, age, and compensation. The Company also has a long-term care post-retirement benefit plan for certain executives where upon disability, associated benefits are funded by insurance policies or paid directly by the Company.
In order to measure the expense associated with the Plans, various assumptions are made including the discount rate, expected return on plan assets, anticipated mortality rates, and expected future healthcare costs. The assumptions are based on historical experience as well as current facts and circumstances. The Company uses a December 31 measurement date for its plans. As of the measurement date, plan assets are determined based on fair value, generally representing observable market prices. The projected benefit obligation is primarily determined based on the present value of projected benefit distributions at an assumed discount rate.
Net periodic pension benefit costs include interest costs based on an assumed discount rate, the expected return on plan assets based on actuarially derived market-related values, and the amortization of net actuarial losses. Net periodic postretirement benefit costs include service costs, interest costs based on an assumed discount rate, and the amortization of prior service credits and net actuarial gains. Differences between expected and actual results in each year are included in the net actuarial gain or loss amount, which is recognized in other comprehensive income. The net actuarial gain or loss in excess of a 10% corridor is amortized in net periodic benefit cost over the average remaining service period of active participants in the Plans. The prior service credit is amortized over the average remaining service period to full eligibility for participating employees expected to receive benefits.
The Company recognizes in its statement of condition an asset for a plan’s overfunded status or a liability for a plan’s underfunded status. The Company also measures the Plans’ assets and obligations that determine its funded status as of the end of the fiscal year and recognizes those changes in other comprehensive income, net of tax.
F-18
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Due to the SI Financial acquisition in 2019, the Company inherited a tax-qualified defined benefit pension plan. The plan was frozen effective September 6, 2013 and SI Financial recorded a contingent obligation to settle the plan at a future date, which was assumed by the Company. The plan is a single plan under the Internal Revenue Code and, as a result, all of the assets stand behind all of liabilities. Accordingly, contributions made by a participating employer may be used to provide benefits to participants of other participating employers.
Operating Segments
The Company operates as one consolidated reportable segment. The chief operating decision-maker evaluates consolidated results and makes decisions for resource allocation on this same data. Management periodically reviews and redefines its segment reporting as internal reporting practices evolve and components of the business change. The financial statements reflect the financial results of the Company's one reportable operating segment.
Recently Adopted Accounting Principles
In August 2018, the FASB issued ASU No. 2018-14, “Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans.” This ASU amends and modifies the disclosure requirements for employers that sponsor defined benefit pension or other post-retirement plans. The amendments in this update remove disclosures that no longer are considered cost beneficial, clarify the specific requirements of disclosures, and add disclosure requirements identified as relevant. As ASU No. 2018-14 only revises disclosure requirements, the adoption did not have a material impact on the Company’s Consolidated Financial Statements.
In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” ASU No. 2019-12 removes specific exceptions to the general principles in FASB ASC Topic 740. It eliminates the need for an organization to analyze whether the following apply in a given period: (1) exception to the incremental approach for intraperiod tax allocation; (2) exceptions to accounting for basis differences when there are ownership changes in foreign investments; and (3) exception in interim period income tax accounting for year-to-date losses that exceed anticipated losses. ASU 2019-12 also improves financial statement preparers’ application of income tax-related guidance and simplifies: (1) franchise taxes that are partially based on income; (2) transactions with a government that result in a step up in the tax basis of goodwill; (3) separate financial statements of legal entities that are not subject to tax; and (4) enacted changes in tax laws in interim periods. The adoption of ASU No. 2019-12 did not have a material impact on the Company's Consolidated Financial Statements.
In January 2020, the FASB issued ASU No. 2020-01, “Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815): Clarifying the Interactions Between Topic 321, Topic 323, and Topic 815 (a consensus of the FASB Emerging Issues Task Force)”. ASU No. 2020-01 clarifies the interaction of the accounting for equity securities under Topic 321 and investments accounted for under the equity method of accounting in Topic 323 and the accounting for certain forward contracts and purchased options accounted for under Topic 815. The amendments clarify that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before applying or upon discontinuing the equity method. In addition, this ASU provides direction that a company should not consider whether the underlying securities would be accounted for under the equity method or the fair value option when it is determining the accounting for certain forward contracts and purchased options, upon either settlement or exercise. The amendments are to be applied prospectively. The adoption of ASU No. 2020-01 did not have a material impact on the Company's Consolidated Financial Statements.
In January 2021, the FASB issued ASU No. 2021-01, “Reference Rate Reform (Topic 848): Scope.” ASU No. 2021-01 clarifies that certain optional expedients and exceptions in ASC 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. ASU No. 2021-01 also amends the expedients and exceptions in ASC 848 to capture the incremental consequences of the scope clarification and to tailor the existing guidance to derivative instruments affected by the discounting transition. ASU No. 2021-01 was effective upon issuance and generally can be applied through December 31, 2022. The adoption of ASU 2021-01 did not significantly impact the Company’s Consolidated Financial Statements.
F-19
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Future Application of Accounting Pronouncements
In March 2020, the FASB issued ASU No. 2020-04, “Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” ASU No. 2020-04 provides temporary optional expedients and exceptions to GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from LIBOR and other interbank offered rates to alternative reference rates, such as SOFR. For instance, entities can elect not to apply certain modification accounting requirements to contracts affected by reference rate reform, if certain criteria are met. An entity that makes this election would not have to remeasure the contracts at the modification date or reassess a previous accounting determination. Entities can also elect various optional expedients that would allow them to continue applying hedge accounting for hedging relationships affected by reference rate reform, if certain criteria are met. Finally, entities can make a one-time election to sell and/or reclassify held-to-maturity debt securities that reference an interest rate affected by reference rate reform. It is anticipated that this ASU will simplify any modifications that are executed before December 31, 2022 that are directly related to LIBOR transition by allowing prospective recognition of the continuation of the contract, rather than extinguishment of the old contract resulting in writing off unamortized fees/costs. ASU No. 2020-04 was effective upon issuance and generally can be applied through December 31, 2022. The adoption of ASU 2020-04 did not significantly impact the Company’s Consolidated Financial Statements.
F-20
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2. DISCONTINUED OPERATIONS
During the first quarter of 2019, the Company reached the decision to pursue the sale of the national mortgage banking operations of First Choice Loan Services, Inc. (“FCLS”) – a subsidiary of the Bank. The decision was based on a number of strategic priorities and other factors, including the competitiveness of the mortgage industry. As a result of these actions, the Company classified the operations of FCLS as discontinued under ASC 205-20. The Consolidated Balance Sheets, Consolidated Statements of Operations, and Consolidated Statements of Cash Flows present discontinued operations retrospectively for current and prior periods.
On May 7, 2020, the Company completed a transaction to sell certain assets and liabilities related to the operations of FCLS. During the fourth quarter of 2020, the Company completed the final wind-down of the operations of FCLS. Operating results for the year ended December 31, 2020, included expenses related to the wind-down of operations.
At year-end 2021 and 2020, there were no assets or liabilities related to the discontinued operations of FCLS.
The following presents operating results of the discontinued operations of FCLS for the years ended December 31, 2021, 2020, and 2019:
| Years Ended December 31, | ||||||||||||||||||||
| (in thousands) | 2021 | 2020 | 2019 | |||||||||||||||||
| Interest income | $ | — | $ | 1,525 | $ | 6,085 | ||||||||||||||
| Interest expense | — | 391 | 3,372 | |||||||||||||||||
| Net interest income | — | 1,134 | 2,713 | |||||||||||||||||
| Non-interest (loss)/income | — | (4,740) | 38,517 | |||||||||||||||||
| Total net revenue | — | (3,606) | 41,230 | |||||||||||||||||
| Non-interest expense | — | 23,249 | 46,769 | |||||||||||||||||
| (Loss) from discontinued operations before income taxes | — | (26,855) | (5,539) | |||||||||||||||||
| Income tax (benefit) | — | (7,013) | (1,468) | |||||||||||||||||
| Net (loss) from discontinued operations | $ | — | $ | (19,842) | $ | (4,071) | ||||||||||||||
FCLS also originated mortgages designated as held-for-investment. This component of FCLS’s operations was not considered discontinued, since the Company expects to continue to originate mortgages designated as held-for-investment in its footprint on a small scale through processes considered as continuing operations.
F-21
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3. BRANCH SALE AND SALE OF INSURANCE OPERATIONS
Mid-Atlantic Branch Sale
On August 27, 2021 the Company completed the sale of eight Mid-Atlantic branches to Investors Bank of Short Hills, New Jersey. This sale was made pursuant to a purchase and assumption agreement entered into by the banks on December 2, 2020.
The sale included all branch premises and equipment, and Investors also assumed related operations and the employment of associated staff. The branch sale is not expected to impact Berkshire’s growing Mid-Atlantic specialized commercial lending operations, including SBA lending at its 44 Business Capital Division and its asset-based lending relationships.
The sale involved the assignment of deposits which totaled $631 million and loans which totaled $220 million as of August 27, 2021. These instruments were classified as held for sale in the financial statements and were not included in total deposits and total loans reported by the Company at December 31, 2020. Investors Bank paid a premium of 3.0% of the deposit balance transferred. The Company provided a settlement cash payment of $391 million as part of the sale for the assumption of covered deposit liabilities by Investors. The Company recorded a $14.7 million pre-tax gain related to this branch sale.
The following is a summary of the assets and liabilities held for sale related to the branch sale at December 31, 2021 and 2020:
| (in thousands) | December 31, 2021 | December 31, 2020 | ||||||||||||
| Assets | ||||||||||||||
| Loans | $ | — | $ | 300,599 | ||||||||||
| Other assets | — | 16,705 | ||||||||||||
| Total assets | $ | — | $ | 317,304 | ||||||||||
| Liabilities | ||||||||||||||
| Deposits | $ | — | $ | 617,377 | ||||||||||
| Other liabilities | — | 12,688 | ||||||||||||
| Total liabilities | $ | — | $ | 630,065 | ||||||||||
Berkshire Insurance Group Sale of Operations
On September 1, 2021, the Company completed the sale of substantially all of the assets, and the assumption of certain liabilities, of Berkshire Insurance Group, Inc. (“BIG”) to Brown & Brown of Massachusetts, LLC ("Buyer"), a Massachusetts limited liability company. This sale was made pursuant to the Asset Purchase Agreement dated August 24, 2021. The Buyer paid BIG an aggregate purchase price of $41.5 million, minus $1.6 million for executive goodwill purchase price payments paid by the Buyer at the Closing to certain executives of BIG. The Company recorded a $37.2 million pre-tax gain related to this sale.
F-22
NOTE 4. CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash on hand, amounts due from banks, and short-term investments with original maturities of 90 days or less. Short-term investments included $43.7 million and $75.1 million pledged as collateral support for derivative financial contracts at year-end 2021 and 2020, respectively. The Federal Reserve Bank requires the Bank to maintain certain reserve requirements of vault cash and/or deposits. As of December 31, 2021 and 2020, the reserve requirement was zero.
NOTE 5. TRADING SECURITY
The Company holds a tax advantaged economic development bond that is being accounted for at fair value. The security had an amortized cost of $7.9 million and $8.7 million and a fair value of $8.4 million and $9.7 million at year-end 2021 and 2020, respectively. Unrealized losses recorded through income on this security totaled $0.6 million, $0.3 million, and $0.3 million for 2021, 2020, and 2019, respectively. As discussed further in Note 16 - Derivative Instruments and Hedging Activities, the Company has entered into a swap contract to swap-out the fixed rate of the security in exchange for a variable rate. The Company does not purchase securities with the intent of selling them in the near term, and there are no other debt securities in the trading portfolio at year-end 2021 and 2020.
F-23
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6. SECURITIES
The following is a summary of securities available for sale (“AFS”) , held to maturity (“HTM”), and marketable equity securities:
| (In thousands) | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | Allowance | |||||||||||||||||||||||||||
| December 31, 2021 | ||||||||||||||||||||||||||||||||
| Securities available for sale | ||||||||||||||||||||||||||||||||
| Debt securities: | ||||||||||||||||||||||||||||||||
| Municipal bonds and obligations | $ | 71,822 | $ | 5,355 | $ | — | $ | 77,177 | $ | — | ||||||||||||||||||||||
| Agency collateralized mortgage obligations | 693,782 | 5,566 | (11,012) | 688,336 | — | |||||||||||||||||||||||||||
| Agency mortgage-backed securities | 711,154 | 2,347 | (7,642) | 705,859 | — | |||||||||||||||||||||||||||
| Agency commercial mortgage-backed securities | 282,958 | 2,996 | (3,620) | 282,334 | — | |||||||||||||||||||||||||||
| Corporate bonds | 44,824 | 950 | (114) | 45,660 | — | |||||||||||||||||||||||||||
| Other bonds and obligations | 77,273 | 954 | (8) | 78,219 | — | |||||||||||||||||||||||||||
| Total securities available for sale | 1,881,813 | 18,168 | (22,396) | 1,877,585 | — | |||||||||||||||||||||||||||
| Securities held to maturity | ||||||||||||||||||||||||||||||||
| Municipal bonds and obligations | 281,515 | 16,151 | (693) | 296,973 | 70 | |||||||||||||||||||||||||||
| Agency collateralized mortgage obligations | 149,195 | 3,203 | (3,513) | 148,885 | — | |||||||||||||||||||||||||||
| Agency mortgage-backed securities | 57,327 | 95 | (1,498) | 55,924 | — | |||||||||||||||||||||||||||
| Agency commercial mortgage-backed securities | 145,573 | 266 | (3,289) | 142,550 | — | |||||||||||||||||||||||||||
| Tax advantaged economic development bonds | 2,728 | 26 | (15) | 2,739 | 35 | |||||||||||||||||||||||||||
| Other bonds and obligations | 165 | — | — | 165 | — | |||||||||||||||||||||||||||
| Total securities held to maturity | 636,503 | 19,741 | (9,008) | 647,236 | 105 | |||||||||||||||||||||||||||
| Marketable equity securities | 15,689 | 67 | (303) | 15,453 | — | |||||||||||||||||||||||||||
| Total | $ | 2,534,005 | $ | 37,976 | $ | (31,707) | $ | 2,540,274 | $ | 105 | ||||||||||||||||||||||
| December 31, 2020 | ||||||||||||||||||||||||||||||||
| Securities available for sale | ||||||||||||||||||||||||||||||||
| Debt securities: | ||||||||||||||||||||||||||||||||
| Municipal bonds and obligations | $ | 90,273 | $ | 7,530 | $ | — | $ | 97,803 | $ | — | ||||||||||||||||||||||
| Agency collateralized mortgage obligations | 740,225 | 16,836 | (235) | 756,826 | — | |||||||||||||||||||||||||||
| Agency mortgage-backed securities | 433,311 | 4,954 | (133) | 438,132 | — | |||||||||||||||||||||||||||
| Agency commercial mortgage-backed securities | 278,990 | 9,835 | (175) | 288,650 | — | |||||||||||||||||||||||||||
| Corporate bonds | 59,098 | 942 | (10) | 60,030 | — | |||||||||||||||||||||||||||
| Other bonds and obligations | 52,080 | 1,719 | (8) | 53,791 | — | |||||||||||||||||||||||||||
| Total securities available for sale | 1,653,977 | 41,816 | (561) | 1,695,232 | — | |||||||||||||||||||||||||||
| Securities held to maturity | ||||||||||||||||||||||||||||||||
| Municipal bonds and obligations | 246,520 | 20,106 | — | 266,626 | 64 | |||||||||||||||||||||||||||
| Agency collateralized mortgage-backed securities | 153,561 | 5,989 | (171) | 159,379 | — | |||||||||||||||||||||||||||
| Agency mortgage-backed securities | 35,865 | 198 | (29) | 36,034 | — | |||||||||||||||||||||||||||
| Agency commercial mortgage-backed securities | 25,481 | 590 | (12) | 26,059 | — | |||||||||||||||||||||||||||
| Tax advantaged economic development bonds | 3,369 | 93 | — | 3,462 | 40 | |||||||||||||||||||||||||||
| Other bonds and obligations | 295 | — | — | 295 | — | |||||||||||||||||||||||||||
| Total securities held to maturity | 465,091 | 26,976 | (212) | 491,855 | 104 | |||||||||||||||||||||||||||
| Marketable equity securities | 18,061 | 767 | (315) | 18,513 | — | |||||||||||||||||||||||||||
| Total | $ | 2,137,129 | $ | 69,559 | $ | (1,088) | $ | 2,205,600 | $ | 104 | ||||||||||||||||||||||
F-24
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
At year-end 2021 and 2020, accumulated net unrealized (losses)/gains on AFS securities included in accumulated other comprehensive income were losses of $4.2 million and gains of $41.3 million, respectively. At year-end 2021 and 2020, accumulated net unrealized gains on the securities reclassified from AFS to HTM included in accumulated other comprehensive income/(loss) were $2.4 million and $3.7 million, respectively. The year-end 2021 and 2020 related income tax benefit/(liability) of $0.4 million and $(11.5) million, respectively, was also included in accumulated other comprehensive income/(loss).
The following table summarizes the activity in the allowance for credit losses for debt securities held to maturity by security type for the years ended December 31, 2021 and 2020:
| (In thousands) | Municipal bonds and obligations | Tax advantaged economic development bonds | Total | ||||||||||||||
| Balance at December 31, 2020 | $ | 64 | $ | 40 | $ | 104 | |||||||||||
| Provision (benefit) for credit losses | 6 | (5) | 1 | ||||||||||||||
| Balance at December 31, 2021 | $ | 70 | $ | 35 | $ | 105 | |||||||||||
| (In thousands) | Municipal bonds and obligations | Tax advantaged economic development bonds | Total | ||||||||||||||
| Balance at December 31, 2019 | $ | — | $ | — | $ | — | |||||||||||
| Impact of ASC 326 adoption | 83 | 226 | 309 | ||||||||||||||
| Provision (benefit) for credit losses | (19) | (186) | (205) | ||||||||||||||
| Balance at December 31, 2020 | $ | 64 | $ | 40 | $ | 104 | |||||||||||
Credit Quality Information
The Company monitors the credit quality of held to maturity securities through credit ratings from various rating agencies. Credit ratings express opinions about the credit quality of a security and are utilized by the Company to make informed decisions. Investment grade securities are rated BBB-/Baa3 or higher and generally considered by the rating agencies and market participants to be of low credit risk. Conversely, securities rated below investment grade are considered to have distinctively higher credit risk than investment grade securities. For securities without credit ratings, the Company utilizes other financial information indicating the financial health of the underlying municipality, agency, or organization.
As of December 31, 2021, none of the Company's investment securities were delinquent or in non-accrual status.
The amortized cost and estimated fair value of AFS and HTM securities, segregated by contractual maturity at year-end 2021 are presented below. Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations. Mortgage-backed securities and collateralized mortgage obligations are shown in total, as their maturities are highly variable.
| Available for sale | Held to maturity | |||||||||||||||||||||||||
| (In thousands) | Amortized Cost | Fair Value | Amortized Cost | Fair Value | ||||||||||||||||||||||
| Within 1 year | $ | 61,424 | $ | 61,435 | $ | 1,623 | $ | 1,625 | ||||||||||||||||||
| Over 1 year to 5 years | 4,085 | 4,146 | 3,101 | 3,129 | ||||||||||||||||||||||
| Over 5 years to 10 years | 52,374 | 53,644 | 24,196 | 24,961 | ||||||||||||||||||||||
| Over 10 years | 76,036 | 81,831 | 255,488 | 270,162 | ||||||||||||||||||||||
| Total bonds and obligations | 193,919 | 201,056 | 284,408 | 299,877 | ||||||||||||||||||||||
| Mortgage-backed securities | 1,687,894 | 1,676,529 | 352,095 | 347,359 | ||||||||||||||||||||||
| Total | $ | 1,881,813 | $ | 1,877,585 | $ | 636,503 | $ | 647,236 | ||||||||||||||||||
F-25
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
At year-end 2021 and 2020, the Company had pledged securities as collateral for certain municipal deposits and for interest rate swaps with certain counterparties. The total amortized cost and fair values of these pledged securities follows. Additionally, there is a blanket lien on certain securities to collateralize borrowings from the FHLBB, as discussed further in Note 12 - Borrowed Funds.
| 2021 | 2020 | |||||||||||||||||||||||||
| (In thousands) | Amortized Cost | Fair Value | Amortized Cost | Fair Value | ||||||||||||||||||||||
| Securities pledged to swap counterparties | $ | 34,773 | $ | 34,896 | $ | 37,532 | $ | 37,815 | ||||||||||||||||||
| Securities pledged for municipal deposits | 183,408 | 189,535 | 156,047 | 166,570 | ||||||||||||||||||||||
| Total | $ | 218,181 | $ | 224,431 | $ | 193,579 | $ | 204,385 | ||||||||||||||||||
During 2021, there were no sales of AFS securities. Proceeds from the sale of AFS securities totaled $69 million and $136 million in 2020 and 2019, respectively. The amounts for the sale of AFS securities were reclassified out of accumulated other comprehensive income and into earnings. The components of net recognized gains and losses on the sale of AFS securities and the fair value change of marketable equities are as follows:
| (In thousands) | 2021 | 2020 | 2019 | |||||||||||||||||
| Gross recognized gains | $ | 108 | $ | 4,602 | $ | 7,492 | ||||||||||||||
| Gross recognized losses | (550) | (11,133) | (3,103) | |||||||||||||||||
| Net recognized (losses)/gains | $ | (442) | $ | (6,531) | $ | 4,389 | ||||||||||||||
F-26
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Debt securities with unrealized losses, segregated by the duration of their continuous unrealized loss positions, are summarized as follows:
| Less Than Twelve Months | Over Twelve Months | Total | ||||||||||||||||||||||||||||||||||||
| (In thousands) | Gross Unrealized Losses | Fair Value | Gross Unrealized Losses | Fair Value | Gross Unrealized Losses | Fair Value | ||||||||||||||||||||||||||||||||
| December 31, 2021 | ||||||||||||||||||||||||||||||||||||||
| Securities available for sale | ||||||||||||||||||||||||||||||||||||||
| Debt securities: | ||||||||||||||||||||||||||||||||||||||
Agency collateralized mortgage obligations | $ | 9,626 | $ | 375,132 | $ | 1,386 | $ | 27,025 | $ | 11,012 | $ | 402,157 | ||||||||||||||||||||||||||
Agency mortgage-backed securities | 3,179 | 222,887 | 4,463 | 175,941 | 7,642 | 398,828 | ||||||||||||||||||||||||||||||||
| Agency commercial mortgage-back securities | 1,609 | 103,354 | 2,011 | 48,619 | 3,620 | 151,973 | ||||||||||||||||||||||||||||||||
| Corporate bonds | 114 | 11,115 | — | — | 114 | 11,115 | ||||||||||||||||||||||||||||||||
| Other bonds and obligations | — | — | 8 | 694 | 8 | 694 | ||||||||||||||||||||||||||||||||
| Total securities available for sale | $ | 14,528 | $ | 712,488 | $ | 7,868 | $ | 252,279 | $ | 22,396 | $ | 964,767 | ||||||||||||||||||||||||||
| Securities held to maturity | ||||||||||||||||||||||||||||||||||||||
Municipal bonds and obligations | 693 | 36,981 | — | — | 693 | 36,981 | ||||||||||||||||||||||||||||||||
Agency collateralized mortgage obligations | 1,808 | 49,308 | 1,705 | 36,212 | 3,513 | 85,520 | ||||||||||||||||||||||||||||||||
Agency mortgage-backed securities | 839 | 26,656 | 659 | 26,025 | 1,498 | 52,681 | ||||||||||||||||||||||||||||||||
| Agency commercial mortgage-back securities | 1,255 | 80,406 | 2,034 | 51,654 | 3,289 | 132,060 | ||||||||||||||||||||||||||||||||
Tax advantaged economic development bonds | 15 | 1,255 | — | — | 15 | 1,255 | ||||||||||||||||||||||||||||||||
| Total securities held to maturity | 4,610 | 194,606 | 4,398 | 113,891 | 9,008 | 308,497 | ||||||||||||||||||||||||||||||||
| Total | $ | 19,138 | $ | 907,094 | $ | 12,266 | $ | 366,170 | $ | 31,404 | $ | 1,273,264 | ||||||||||||||||||||||||||
| December 31, 2020 | ||||||||||||||||||||||||||||||||||||||
| Securities available for sale | ||||||||||||||||||||||||||||||||||||||
| Debt securities: | ||||||||||||||||||||||||||||||||||||||
Agency collateralized mortgage obligations | $ | 235 | $ | 77,898 | $ | — | $ | — | $ | 235 | $ | 77,898 | ||||||||||||||||||||||||||
Agency mortgage-backed securities | 131 | 39,939 | 2 | 256 | 133 | 40,195 | ||||||||||||||||||||||||||||||||
Agency commercial mortgage-backed securities | 175 | 51,435 | — | — | 175 | 51,435 | ||||||||||||||||||||||||||||||||
| Corporate bonds | 10 | 4,875 | — | — | 10 | 4,875 | ||||||||||||||||||||||||||||||||
| Other bonds and obligations | — | — | 8 | 1,030 | 8 | 1,030 | ||||||||||||||||||||||||||||||||
| Total securities available for sale | $ | 551 | $ | 174,147 | $ | 10 | $ | 1,286 | $ | 561 | $ | 175,433 | ||||||||||||||||||||||||||
| Securities held to maturity | ||||||||||||||||||||||||||||||||||||||
Agency collateralized mortgage obligations | 171 | 25,048 | — | — | 171 | 25,048 | ||||||||||||||||||||||||||||||||
Agency mortgage-backed securities | 29 | 20,710 | — | — | 29 | 20,710 | ||||||||||||||||||||||||||||||||
Agency commercial mortgage-back securities | 12 | 10,216 | — | — | 12 | 10,216 | ||||||||||||||||||||||||||||||||
| Total securities held to maturity | 212 | 55,974 | — | — | 212 | 55,974 | ||||||||||||||||||||||||||||||||
| Total | $ | 763 | $ | 230,121 | $ | 10 | $ | 1,286 | $ | 773 | $ | 231,407 | ||||||||||||||||||||||||||
Debt Securities
The Company expects to recover its amortized cost basis on all debt securities in its AFS and HTM portfolios. Furthermore, the Company does not intend to sell nor does it anticipate that it will be required to sell any of its securities in an unrealized loss position as of December 31, 2021, prior to this recovery. The Company’s ability and intent to hold these securities until recovery is supported by the Company’s strong capital and liquidity positions.
The following summarizes, by investment security type, the basis for the conclusion that the debt securities in an unrealized loss position within the Company’s AFS and HTM portfolios did not maintain other-than-temporary impairment ("OTTI") at year-end 2021:
F-27
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AFS collateralized mortgage obligations
At year-end 2021, 45 out of 250 securities in the Company’s portfolio of AFS collateralized mortgage obligations were in unrealized loss positions. Aggregate unrealized losses represented 2.7% of the amortized cost of securities in unrealized loss positions. The Federal National Mortgage Association ("FNMA"), Federal Home Loan Mortgage Corporation ("FHLMC"), and Government National Mortgage Association ("GNMA") guarantee the contractual cash flows of all of the Company's collateralized residential mortgage obligations. The securities are investment grade rated and there were no material underlying credit downgrades during 2021. All securities are performing.
AFS commercial and residential mortgage-backed securities
At year-end 2021, 28 out of 133 securities in the Company’s portfolio of AFS mortgage-backed securities were in unrealized loss positions. Aggregate unrealized losses represented 2.0% of the amortized cost of securities in unrealized loss positions. The FNMA, FHLMC, and GNMA guarantee the contractual cash flows of the Company’s mortgage-backed securities. The securities are investment grade rated and there were no material underlying credit downgrades during 2021. All securities are performing.
AFS corporate bonds
At year-end 2021, 5 out of 15 securities in the Company’s portfolio of AFS corporate bonds were in unrealized loss positions. The aggregate unrealized loss represents 1.0% of the amortized cost of bonds in unrealized loss positions. The Company reviews the financial strength of these bonds and has concluded that the amortized cost remains supported by the expected future cash flows of these securities.
AFS other bonds and obligations
At year-end 2021, 2 out of 6 securities in the Company’s portfolio of other bonds and obligations were in unrealized loss positions. Aggregate unrealized losses represented 1.1% of the amortized cost of securities in unrealized loss positions. The securities are all investment grade rated, and there were no material underlying credit downgrades during 2021. All securities are performing.
HTM municipal bonds and obligations
At year-end 2021, 26 out of 209 securities in the Company’s portfolio of HTM municipal bonds and obligations were in unrealized loss positions. Aggregate unrealized losses represented 1.8% of the amortized cost of securities in unrealized loss positions. The Company continually monitors the municipal bond sector of the market carefully and periodically evaluates the appropriate level of exposure to the market. At this time, the Company feels the bonds in this portfolio carry minimal risk of default and the Company is appropriately compensated for that risk. There were no material underlying credit downgrades during the quarter. All securities are performing.
HTM collateralized mortgage obligations
At year-end 2021, 6 out of 14 securities in the Company’s portfolio of HTM collateralized mortgage obligations were in an unrealized loss position. Aggregate unrealized losses represented 4.0% of the amortized cost of the security in an unrealized loss position. The FNMA, FHLMC, and GNMA guarantee the contractual cash flows of all of the Company's collateralized residential mortgage obligations. The securities are investment grade rated, and there were no material underlying credit downgrades during 2021. All securities are performing.
HTM commercial and residential mortgage-backed securities
At year-end 2021, 15 out of 17 securities in the Company’s portfolio of HTM mortgage-backed securities were in unrealized loss positions. Aggregate unrealized losses represented 2.5% of the amortized cost of securities in unrealized loss positions. The FNMA, FHLMC, and GNMA guarantee the contractual cash flows of the Company’s mortgage-backed securities. The securities are investment grade rated and there were no material underlying credit downgrades during 2021. All securities are performing.
HTM tax-advantaged economic development bonds
At year-end 2021, 1 out of 3 securities in the Company’s portfolio of tax-advantaged economic development
bonds were in an unrealized loss position. Aggregate unrealized losses represented 1.2% of the amortized cost of the
security in an unrealized loss position. The Company believes that more likely than not all the principal outstanding
will be collected. All securities are performing.
F-28
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 7. LOANS AND RELATED ALLOWANCE FOR CREDIT LOSSES
The following is a summary of total loans by regulatory call report code with sub-segmentation based on underlying collateral for certain loan types:
| (In thousands) | December 31, 2021 | December 31, 2020 | ||||||||||||
| Construction | $ | 324,282 | $ | 454,513 | ||||||||||
| Commercial multifamily | 515,817 | 483,350 | ||||||||||||
| Commercial real estate owner occupied | 606,477 | 552,413 | ||||||||||||
| Commercial real estate non-owner occupied | 2,156,929 | 2,119,263 | ||||||||||||
| Commercial and industrial | 1,284,429 | 1,943,164 | ||||||||||||
| Residential real estate | 1,489,248 | 1,931,681 | ||||||||||||
| Home equity | 252,366 | 293,981 | ||||||||||||
| Consumer other | 196,299 | 303,154 | ||||||||||||
| Total loans | $ | 6,825,847 | $ | 8,081,519 | ||||||||||
| Allowance for credit losses | 106,094 | 127,302 | ||||||||||||
| Net loans | $ | 6,719,753 | $ | 7,954,217 | ||||||||||
As of December 31, 2021 and 2020, outstanding loans originated under the Small Business Administration ("SBA") Paycheck Protection Program ("PPP") totaled $29.9 million and $633.3 million, respectively. These loans are 100% guaranteed by the SBA and the full principal amount of the loan may qualify for forgiveness. These loans are included in commercial and industrial.
In 2021, the Company purchased loans aggregating $211 million and sold loans aggregating $560 million. In 2020, the Company purchased loans aggregating $98 million and sold loans aggregating $415 million. Net gains on sales of loans were $20.7 million, $10.6 million, and $12.0 million for the years 2021, 2020, and 2019, respectively. These amounts are included in Loan Related Income on the Consolidated Statements of Operations.
Most of the Company’s lending activity occurs within its primary markets in Massachusetts, Southern Vermont, and Northeastern New York. Most of the loan portfolio is secured by real estate, including residential mortgages, commercial mortgages, and home equity loans. Year-end loans to operators of non-residential buildings totaled $1.6 billion, or 24.0%, and $1.5 billion, or 19.0% of total loans in 2021 and 2020, respectively. There were no other concentrations of loans related to any single industry in excess of 10% of total loans at year-end 2021 or 2020.
As of December 31, 2021, the Company had no foreclosed residential real estate property. As of December 31, 2020, the Company maintained foreclosed residential real estate property with fair value of $149 thousand. Additionally, residential mortgage loans collateralized by real estate property that are in the process of foreclosure as of December 31, 2021 and December 31, 2020 totaled $1.4 million and $3.3 million, respectively, including sold loans serviced by the Company.
At year-end 2021, the Company had pledged loans totaling $0.7 billion to the Federal Reserve Bank of Boston as collateral for certain borrowing arrangements. Also, residential first mortgage loans are subject to a blanket lien for FHLBB advances. See Note 12 - Borrowed Funds.
At year-end 2021 and 2020, the Company’s commitments outstanding to related parties totaled $1.7 million and $2.0 million, respectively, and the loans outstanding against these commitments totaled $1.0 million and $1.1 million, respectively. Related parties include directors and executive officers of the Company and its subsidiaries, as well as their respective affiliates in which they have a controlling interest and immediate family members. For the years 2021 and 2020, all related party loans were performing.
F-29
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Risk characteristics relevant to each portfolio segment are as follows:
Construction - Loans in this segment primarily include real estate development loans for which payment is derived from sale of the property or long term financing at completion. Credit risk is affected by cost overruns, time to sell at an adequate price, and market conditions.
Commercial real estate multifamily, owner occupied and non-owner - Loans in these segments are primarily owner-occupied or income-producing properties throughout New England and Northeastern New York. The underlying cash flows generated by the properties are adversely impacted by a downturn in the economy, which in turn, will have an effect on the credit quality in this segment. Management monitors the cash flows of these loans.
Commercial and industrial loans - Loans in this segment are made to businesses and are generally secured by assets of the business such as accounts receivable, inventory, marketable securities, other liquid collateral, equipment and other business assets. Repayment is expected from the cash flows of the business. Loans in this segment include asset based loans which generally have no scheduled repayment and which are closely monitored against formula based collateral advance ratios. A weakened economy, and resultant decreased consumer spending, will have an effect on the credit quality in this segment.
Residential real estate - All loans in this segment are collateralized by residential real estate and repayment is dependent on the credit quality of the individual borrower. The overall health of the economy, including unemployment rates and housing prices, will have an effect on the credit quality in this segment.
Home equity and other consumer loans - Loans in this segment are primarily home equity lines of credit, automobile loans and other consumer loans. The overall health of the economy, including unemployment rates and housing prices, will have an effect on the credit quality in this segment.
Allowance for Credit Losses for Loans
The Allowance for Credit Losses for Loans (“ACLL”) is comprised of the allowance for loan losses, and the allowance for unfunded commitments is accounted for as a separate liability in other liabilities on the balance sheet. The level of the ACLL represents management’s estimate of expected credit losses over the expected life of the loans at the balance sheet date. The Company uses a static pool migration analysis method, applying expected historical loss trend and observed economic metrics. The level of the ACLL is based on management’s ongoing review of all relevant information, from internal and external sources, relating to past and current events, utilizing a 7 quarter reasonable and supportable forecast period with a 1 year reversion period. The ACLL reserve is overlaid with qualitative factors based upon:
•the existence and growth of concentrations of credit;
•the volume and severity of past due financial assets, including nonaccrual assets;
•the institutions lending and credit review as well as the experience and ability of relevant management and staff and;
•the effect of other external factors such as regulatory, competition, regional market conditions, legal and technological environment and other events such as natural disasters;
•the effect of other economic factors such as economic stimulus and customer forbearance programs.
The allowance for unfunded commitments is maintained at a level by the Company to be sufficient to absorb
expected lifetime losses related to unfunded credit facilities (including unfunded loan commitments and letters of
credit).
F-30
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company’s activity in the allowance for credit losses for loans for the years ended December 31, 2021 and December 31, 2020 was as follows:
| (In thousands) | Balance at Beginning of Period | Impact of Adopting ASC 326 | Sub-total | Charge-offs | Recoveries | Provision for Credit Losses | Balance at End of Period | |||||||||||||||||||||||||||||||||||||
| Year ended December 31, 2021 | ||||||||||||||||||||||||||||||||||||||||||||
| Construction | $ | 5,111 | $ | — | $ | 5,111 | $ | — | $ | — | $ | (1,905) | $ | 3,206 | ||||||||||||||||||||||||||||||
| Commercial multifamily | 5,916 | — | 5,916 | (404) | 157 | 451 | 6,120 | |||||||||||||||||||||||||||||||||||||
| Commercial real estate owner occupied | 12,380 | — | 12,380 | (1,640) | 204 | 1,808 | 12,752 | |||||||||||||||||||||||||||||||||||||
| Commercial real estate non-owner occupied | 35,850 | — | 35,850 | (14,557) | 2,522 | 8,291 | 32,106 | |||||||||||||||||||||||||||||||||||||
| Commercial and industrial | 25,013 | — | 25,013 | (10,841) | 4,565 | 3,847 | 22,584 | |||||||||||||||||||||||||||||||||||||
| Residential real estate | 28,491 | — | 28,491 | (1,664) | 1,767 | (6,188) | 22,406 | |||||||||||||||||||||||||||||||||||||
| Home equity | 6,482 | — | 6,482 | (334) | 335 | (2,477) | 4,006 | |||||||||||||||||||||||||||||||||||||
| Consumer other | 8,059 | — | 8,059 | (1,578) | 761 | (4,328) | 2,914 | |||||||||||||||||||||||||||||||||||||
| Total allowance for credit losses | $ | 127,302 | $ | — | $ | 127,302 | $ | (31,018) | $ | 10,311 | $ | (501) | $ | 106,094 | ||||||||||||||||||||||||||||||
| (In thousands) | Balance at Beginning of Period | Impact of Adopting ASC 326 | Sub-total | Charge-offs | Recoveries | Provision for Credit Losses | Balance at End of Period | |||||||||||||||||||||||||||||||||||||
| Year ended December 31, 2020 | ||||||||||||||||||||||||||||||||||||||||||||
| Construction | $ | 2,713 | $ | (342) | $ | 2,371 | $ | (834) | $ | — | $ | 3,574 | $ | 5,111 | ||||||||||||||||||||||||||||||
| Commercial multifamily | 4,413 | (1,842) | 2,571 | (100) | 100 | 3,345 | 5,916 | |||||||||||||||||||||||||||||||||||||
| Commercial real estate owner occupied | 4,880 | 6,062 | 10,942 | (8,686) | 1,053 | 9,071 | 12,380 | |||||||||||||||||||||||||||||||||||||
| Commercial real estate non-owner occupied | 16,344 | 11,201 | 27,545 | (11,653) | 307 | 19,651 | 35,850 | |||||||||||||||||||||||||||||||||||||
| Commercial and industrial | 20,099 | (2,189) | 17,910 | (19,328) | 4,285 | 22,146 | 25,013 | |||||||||||||||||||||||||||||||||||||
| Residential real estate | 9,970 | 6,799 | 16,769 | (2,285) | 1,359 | 12,648 | 28,491 | |||||||||||||||||||||||||||||||||||||
| Home equity | 1,470 | 4,884 | 6,354 | (347) | 292 | 183 | 6,482 | |||||||||||||||||||||||||||||||||||||
| Consumer other | 3,686 | 861 | 4,547 | (2,562) | 609 | 5,465 | 8,059 | |||||||||||||||||||||||||||||||||||||
| Total allowance for credit losses | $ | 63,575 | $ | 25,434 | $ | 89,009 | $ | (45,795) | $ | 8,005 | $ | 76,083 | $ | 127,302 | ||||||||||||||||||||||||||||||
The Company’s allowance for credit losses on unfunded commitments is recognized as a liability (other liability on consolidated balance sheet), with adjustments to the reserve recognized in other noninterest expense in the Consolidated Statements of Operations. The Company’s activity in the allowance for credit losses on unfunded commitments for the years ended December 31, 2021 and December 31, 2020 was as follows:
| (In thousands) | Total | |||||||
| Balance at December 31, 2020 | $ | 7,629 | ||||||
| Impact of adopting ASC 326 | — | |||||||
| Sub-Total | 7,629 | |||||||
| Release of expense for credit losses | (586) | |||||||
| Balance at December 31, 2021 | $ | 7,043 | ||||||
F-31
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| (In thousands) | Total | |||||||
| Balance at December 31, 2019 | $ | 100 | ||||||
| Impact of adopting ASC 326 | 7,993 | |||||||
| Sub-Total | 8,093 | |||||||
| Release of expense for credit losses | (464) | |||||||
| Balance at December 31, 2020 | $ | 7,629 | ||||||
Credit Quality Information
The Company monitors the credit quality of its portfolio by using internal risk ratings that are based on regulatory guidance. Loans that are given a Pass rating are not considered a problem credit. Loans that are classified as Special Mention loans are considered to have potential weaknesses and are evaluated closely by management. Substandard, including non-accruing loans, are loans for which a definitive weakness has been identified and which may make full collection of contractual cash flows questionable. Doubtful loans are those with identified weaknesses that make full collection of contractual cash flows, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.
For commercial credits, the Company assigns an internal risk rating at origination and reviews the rating annually, semiannually, or quarterly depending on the risk rating. The rating is also reassessed at any point in time when management becomes aware of information that may affect the borrower’s ability to fulfill their obligations.
The Company risk rates its residential mortgages, including 1-4 family and residential construction loans, based on a three rating system: Pass, Special Mention, and Substandard. Loans that are current within 59 days are rated Pass. Residential mortgages that are 60-89 days delinquent are rated Special Mention. Loans delinquent for 90 days or greater are rated Substandard and generally placed on non-accrual status.
F-32
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table presents the Company’s loans by risk category:
| Term Loans Amortized Cost Basis by Origination Year | |||||||||||||||||||||||||||||
| (In thousands) | 2021 | 2020 | 2019 | 2018 | 2017 | Prior | Revolving Loans Amortized Cost Basis | Revolving Loans Converted to Term | Total | ||||||||||||||||||||
| As of December 31, 2021 | |||||||||||||||||||||||||||||
| Construction | |||||||||||||||||||||||||||||
| Risk rating | |||||||||||||||||||||||||||||
| Pass | $ | 71,784 | $ | 52,725 | $ | 117,784 | $ | 66,950 | $ | 3,839 | $ | 1,721 | $ | 50 | $ | — | $ | 314,853 | |||||||||||
| Special Mention | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||
| Substandard | — | — | — | 9,429 | — | — | — | — | 9,429 | ||||||||||||||||||||
| Total | $ | 71,784 | $ | 52,725 | $ | 117,784 | $ | 76,379 | $ | 3,839 | $ | 1,721 | $ | 50 | $ | — | $ | 324,282 | |||||||||||
| Commercial multifamily: | |||||||||||||||||||||||||||||
| Risk rating | |||||||||||||||||||||||||||||
| Pass | $ | 63,630 | $ | 28,172 | $ | 98,455 | $ | 59,720 | $ | 76,699 | $ | 176,020 | $ | 457 | $ | — | $ | 503,153 | |||||||||||
| Special Mention | — | 2,700 | — | 5,598 | — | — | — | — | 8,298 | ||||||||||||||||||||
| Substandard | — | — | — | — | — | 4,230 | 136 | — | 4,366 | ||||||||||||||||||||
| Total | $ | 63,630 | $ | 30,872 | $ | 98,455 | $ | 65,318 | $ | 76,699 | $ | 180,250 | $ | 593 | $ | — | $ | 515,817 | |||||||||||
| Commercial real estate owner occupied: | |||||||||||||||||||||||||||||
| Risk rating | |||||||||||||||||||||||||||||
| Pass | $ | 154,434 | $ | 50,236 | $ | 85,687 | $ | 91,316 | $ | 45,995 | $ | 157,346 | $ | 3,206 | $ | — | $ | 588,220 | |||||||||||
| Special Mention | — | 525 | 869 | 1,668 | 1,405 | 1,157 | — | — | 5,624 | ||||||||||||||||||||
| Substandard | — | — | 2,113 | 1,593 | 838 | 8,089 | — | — | 12,633 | ||||||||||||||||||||
| Total | $ | 154,434 | $ | 50,761 | $ | 88,669 | $ | 94,577 | $ | 48,238 | $ | 166,592 | $ | 3,206 | $ | — | $ | 606,477 | |||||||||||
| Commercial real estate non-owner occupied: | |||||||||||||||||||||||||||||
| Risk rating | |||||||||||||||||||||||||||||
| Pass | $ | 426,086 | $ | 176,172 | $ | 296,985 | $ | 349,947 | $ | 204,043 | $ | 585,044 | $ | 19,511 | $ | — | $ | 2,057,788 | |||||||||||
| Special Mention | — | 221 | 3,472 | 7,632 | 2,302 | 27,268 | — | — | 40,895 | ||||||||||||||||||||
| Substandard | — | 7,588 | — | 2,784 | 33,472 | 14,303 | 99 | — | 58,246 | ||||||||||||||||||||
| Total | $ | 426,086 | $ | 183,981 | $ | 300,457 | $ | 360,363 | $ | 239,817 | $ | 626,615 | $ | 19,610 | $ | — | $ | 2,156,929 | |||||||||||
| Commercial and industrial: | |||||||||||||||||||||||||||||
| Risk rating | |||||||||||||||||||||||||||||
| Pass | $ | 187,257 | $ | 130,520 | $ | 114,153 | $ | 156,443 | $ | 54,190 | $ | 136,837 | $ | 424,393 | $ | — | $ | 1,203,793 | |||||||||||
| Special Mention | 661 | 1,691 | 10,824 | 5,092 | 1,433 | 488 | 22,468 | — | 42,657 | ||||||||||||||||||||
| Substandard | 211 | 2,494 | 9,609 | 3,145 | 2,020 | 2,330 | 17,935 | — | 37,744 | ||||||||||||||||||||
| Doubtful | — | — | — | — | — | 15 | 220 | — | 235 | ||||||||||||||||||||
| Total | $ | 188,129 | $ | 134,705 | $ | 134,586 | $ | 164,680 | $ | 57,643 | $ | 139,670 | $ | 465,016 | $ | — | $ | 1,284,429 | |||||||||||
| Residential real estate | |||||||||||||||||||||||||||||
| Risk rating | |||||||||||||||||||||||||||||
| Pass | $ | 214,306 | $ | 114,536 | $ | 86,997 | $ | 169,537 | $ | 189,980 | $ | 697,401 | $ | 293 | $ | — | $ | 1,473,050 | |||||||||||
| Special Mention | — | — | — | 120 | 502 | 1,557 | — | — | 2,179 | ||||||||||||||||||||
| Substandard | 1,239 | — | 142 | 1,849 | 2,161 | 8,628 | — | — | 14,019 | ||||||||||||||||||||
| Total | $ | 215,545 | $ | 114,536 | $ | 87,139 | $ | 171,506 | $ | 192,643 | $ | 707,586 | $ | 293 | $ | — | $ | 1,489,248 | |||||||||||
F-33
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| Term Loans Amortized Cost Basis by Origination Year | |||||||||||||||||||||||||||||
| (In thousands) | 2020 | 2019 | 2018 | 2017 | 2016 | Prior | Revolving Loans Amortized Cost Basis | Revolving Loans Converted to Term | Total | ||||||||||||||||||||
| As of December 31, 2020 | |||||||||||||||||||||||||||||
| Construction | |||||||||||||||||||||||||||||
| Risk rating | |||||||||||||||||||||||||||||
| Pass | $ | 38,374 | $ | 255,377 | $ | 114,690 | $ | 28,474 | $ | 9,519 | $ | 2,766 | $ | 1,000 | $ | — | $ | 450,200 | |||||||||||
| Special Mention | — | — | 313 | — | — | — | — | — | 313 | ||||||||||||||||||||
| Substandard | — | — | — | 4,000 | — | — | — | — | 4,000 | ||||||||||||||||||||
| Total | $ | 38,374 | $ | 255,377 | $ | 115,003 | $ | 32,474 | $ | 9,519 | $ | 2,766 | $ | 1,000 | $ | — | $ | 454,513 | |||||||||||
| Commercial multifamily: | |||||||||||||||||||||||||||||
| Risk rating | |||||||||||||||||||||||||||||
| Pass | $ | 31,438 | $ | 57,659 | $ | 74,932 | $ | 77,746 | $ | 81,066 | $ | 153,818 | $ | 20 | $ | — | $ | 476,679 | |||||||||||
| Special Mention | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||
| Substandard | — | — | — | — | 47 | 6,479 | 145 | — | 6,671 | ||||||||||||||||||||
| Total | $ | 31,438 | $ | 57,659 | $ | 74,932 | $ | 77,746 | $ | 81,113 | $ | 160,297 | $ | 165 | $ | — | $ | 483,350 | |||||||||||
| Commercial real estate owner occupied: | |||||||||||||||||||||||||||||
| Risk rating | |||||||||||||||||||||||||||||
| Pass | $ | 58,327 | $ | 84,839 | $ | 104,797 | $ | 64,693 | $ | 44,300 | $ | 169,197 | $ | 1,194 | $ | — | $ | 527,347 | |||||||||||
| Special Mention | 535 | 2,569 | 1,136 | 1,009 | 800 | 2,579 | — | — | 8,628 | ||||||||||||||||||||
| Substandard | — | 1,266 | 3,597 | 1,685 | 1,439 | 8,451 | — | — | 16,438 | ||||||||||||||||||||
| Total | $ | 58,862 | $ | 88,674 | $ | 109,530 | $ | 67,387 | $ | 46,539 | $ | 180,227 | $ | 1,194 | $ | — | $ | 552,413 | |||||||||||
| Commercial real estate non-owner occupied: | |||||||||||||||||||||||||||||
| Risk rating | |||||||||||||||||||||||||||||
| Pass | $ | 180,520 | $ | 292,386 | $ | 435,440 | $ | 223,935 | $ | 303,221 | $ | 497,066 | $ | 15,393 | $ | — | $ | 1,947,961 | |||||||||||
| Special Mention | — | 279 | 2,068 | 6,958 | 11,798 | 44,961 | 1,068 | — | 67,132 | ||||||||||||||||||||
| Substandard | 7,804 | 3,529 | 4,235 | 19,632 | 2,124 | 66,651 | 195 | — | 104,170 | ||||||||||||||||||||
| Total | $ | 188,324 | $ | 296,194 | $ | 441,743 | $ | 250,525 | $ | 317,143 | $ | 608,678 | $ | 16,656 | $ | — | $ | 2,119,263 | |||||||||||
| Commercial and industrial: | |||||||||||||||||||||||||||||
| Risk rating | |||||||||||||||||||||||||||||
| Pass | $ | 754,260 | $ | 159,046 | $ | 205,651 | $ | 130,985 | $ | 48,326 | $ | 148,222 | $ | 368,769 | $ | — | $ | 1,815,259 | |||||||||||
| Special Mention | 1,467 | 5,753 | 5,267 | 2,851 | 1,601 | 65 | 12,408 | — | 29,412 | ||||||||||||||||||||
| Substandard | 7,392 | 39,822 | 24,951 | 7,765 | 3,504 | 5,630 | 9,099 | — | 98,163 | ||||||||||||||||||||
| Doubtful | — | — | — | — | — | — | 330 | — | 330 | ||||||||||||||||||||
| Total | $ | 763,119 | $ | 204,621 | $ | 235,869 | $ | 141,601 | $ | 53,431 | $ | 153,917 | $ | 390,606 | $ | — | $ | 1,943,164 | |||||||||||
| Residential real estate | |||||||||||||||||||||||||||||
| Risk rating | |||||||||||||||||||||||||||||
| Pass | $ | 150,583 | $ | 146,142 | $ | 272,399 | $ | 320,384 | $ | 333,159 | $ | 691,078 | $ | 3,281 | $ | — | $ | 1,917,026 | |||||||||||
| Special Mention | 384 | — | 454 | 1,430 | — | 362 | — | — | 2,630 | ||||||||||||||||||||
| Substandard | 991 | 39 | 703 | 902 | 417 | 8,964 | 9 | — | 12,025 | ||||||||||||||||||||
| Total | $ | 151,958 | $ | 146,181 | $ | 273,556 | $ | 322,716 | $ | 333,576 | $ | 700,404 | $ | 3,290 | $ | — | $ | 1,931,681 | |||||||||||
F-34
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For home equity and consumer other loan portfolio segments, Berkshire evaluates credit quality based on the aging status of the loan and by payment activity. The performing or nonperforming status is updated on an ongoing basis dependent upon improvement and deterioration in credit quality. The following table presents the amortized cost based on payment activity:
| Term Loans Amortized Cost Basis by Origination Year | |||||||||||||||||||||||||||||
| (In thousands) | 2021 | 2020 | 2019 | 2018 | 2017 | Prior | Revolving Loans Amortized Cost Basis | Revolving Loans Converted to Term | Total | ||||||||||||||||||||
| As of December 31, 2021 | |||||||||||||||||||||||||||||
| Home equity: | |||||||||||||||||||||||||||||
| Payment performance | |||||||||||||||||||||||||||||
| Performing | $ | 125 | $ | 469 | $ | — | $ | — | $ | — | $ | 24 | $ | 249,590 | $ | — | $ | 250,208 | |||||||||||
| Nonperforming | — | — | — | — | — | — | 2,158 | — | 2,158 | ||||||||||||||||||||
| Total | $ | 125 | $ | 469 | $ | — | $ | — | $ | — | $ | 24 | $ | 251,748 | $ | — | $ | 252,366 | |||||||||||
| Consumer other: | |||||||||||||||||||||||||||||
| Payment performance | |||||||||||||||||||||||||||||
| Performing | $ | 37,994 | $ | 11,189 | $ | 21,548 | $ | 55,577 | $ | 30,632 | $ | 28,797 | $ | 7,505 | $ | — | $ | 193,242 | |||||||||||
| Nonperforming | 8 | 46 | 290 | 797 | 746 | 1,139 | 31 | — | 3,057 | ||||||||||||||||||||
| Total | $ | 38,002 | $ | 11,235 | $ | 21,838 | $ | 56,374 | $ | 31,378 | $ | 29,936 | $ | 7,536 | $ | — | $ | 196,299 | |||||||||||
| Term Loans Amortized Cost Basis by Origination Year | |||||||||||||||||||||||||||||
| (In thousands) | 2020 | 2019 | 2018 | 2017 | 2016 | Prior | Revolving Loans Amortized Cost Basis | Revolving Loans Converted to Term | Total | ||||||||||||||||||||
| As of December 31, 2020 | |||||||||||||||||||||||||||||
| Home equity: | |||||||||||||||||||||||||||||
| Payment performance | |||||||||||||||||||||||||||||
| Performing | $ | 2,445 | $ | 1,960 | $ | 316 | $ | 1,859 | $ | 499 | $ | 1,882 | $ | 282,123 | $ | — | $ | 291,084 | |||||||||||
| Nonperforming | — | — | 1 | — | — | — | 2,896 | — | 2,897 | ||||||||||||||||||||
| Total | $ | 2,445 | $ | 1,960 | $ | 317 | $ | 1,859 | $ | 499 | $ | 1,882 | $ | 285,019 | $ | — | $ | 293,981 | |||||||||||
| Consumer other: | |||||||||||||||||||||||||||||
| Payment performance | |||||||||||||||||||||||||||||
| Performing | $ | 15,193 | $ | 35,317 | $ | 101,730 | $ | 69,366 | $ | 35,421 | $ | 31,327 | $ | 9,339 | $ | — | $ | 297,693 | |||||||||||
| Nonperforming | 39 | 316 | 1,511 | 1,599 | 1,585 | 407 | 4 | — | 5,461 | ||||||||||||||||||||
| Total | $ | 15,232 | $ | 35,633 | $ | 103,241 | $ | 70,965 | $ | 37,006 | $ | 31,734 | $ | 9,343 | $ | — | $ | 303,154 | |||||||||||
F-35
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes information about total loans rated Special Mention or lower at December 31, 2021 and December 31, 2020. The table below includes consumer loans that are Special Mention and Substandard accruing that are classified as performing based on payment activity.
| (In thousands) | December 31, 2021 | December 31, 2020 | ||||||||||||
| Non-Accrual | $ | 35,326 | $ | 64,948 | ||||||||||
| Substandard Accruing | 106,560 | 185,207 | ||||||||||||
| Total Classified | 141,886 | 250,155 | ||||||||||||
| Special Mention | 100,071 | 109,299 | ||||||||||||
Total Criticized | $ | 241,957 | $ | 359,454 | ||||||||||
The following is a summary of loans by past due status at December 31, 2021 and December 31, 2020:
| (In thousands) | 30-59 Days Past Due | 60-89 Days Past Due | 90 Days or Greater Past Due | Total Past Due | Current | Total Loans | ||||||||||||||||||||||||||||||||
| December 31, 2021 | ||||||||||||||||||||||||||||||||||||||
| Construction | $ | — | $ | — | $ | — | $ | — | $ | 324,282 | $ | 324,282 | ||||||||||||||||||||||||||
| Commercial multifamily | 82 | 306 | 187 | 575 | 515,242 | 515,817 | ||||||||||||||||||||||||||||||||
| Commercial real estate owner occupied | — | 400 | 4,221 | 4,621 | 601,856 | 606,477 | ||||||||||||||||||||||||||||||||
| Commercial real estate non-owner occupied | 25,420 | 653 | 9,049 | 35,122 | 2,121,807 | 2,156,929 | ||||||||||||||||||||||||||||||||
| Commercial and industrial | 2,700 | 709 | 6,836 | 10,245 | 1,274,184 | 1,284,429 | ||||||||||||||||||||||||||||||||
| Residential real estate | 5,529 | 2,015 | 13,264 | 20,808 | 1,468,440 | 1,489,248 | ||||||||||||||||||||||||||||||||
| Home equity | 258 | 108 | 2,158 | 2,524 | 249,842 | 252,366 | ||||||||||||||||||||||||||||||||
| Consumer other | 1,363 | 320 | 2,882 | 4,565 | 191,734 | 196,299 | ||||||||||||||||||||||||||||||||
| Total | $ | 35,352 | $ | 4,511 | $ | 38,597 | $ | 78,460 | $ | 6,747,387 | $ | 6,825,847 | ||||||||||||||||||||||||||
F-36
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| (In thousands) | 30-59 Days Past Due | 60-89 Days Past Due | 90 Days or Greater Past Due | Total Past Due | Current | Total Loans | ||||||||||||||||||||||||||||||||
| December 31, 2020 | ||||||||||||||||||||||||||||||||||||||
| Construction | $ | — | $ | — | $ | — | $ | — | $ | 454,513 | $ | 454,513 | ||||||||||||||||||||||||||
| Commercial multifamily | — | — | 757 | 757 | 482,593 | 483,350 | ||||||||||||||||||||||||||||||||
| Commercial real estate owner occupied | 809 | 631 | 4,894 | 6,334 | 546,079 | 552,413 | ||||||||||||||||||||||||||||||||
| Commercial real estate non-owner occupied | 315 | 168 | 38,389 | 38,872 | 2,080,391 | 2,119,263 | ||||||||||||||||||||||||||||||||
| Commercial and industrial | 3,016 | 3,259 | 12,982 | 19,257 | 1,923,907 | 1,943,164 | ||||||||||||||||||||||||||||||||
| Residential real estate | 2,068 | 2,630 | 11,115 | 15,813 | 1,915,868 | 1,931,681 | ||||||||||||||||||||||||||||||||
| Home equity | 244 | 284 | 2,897 | 3,425 | 290,556 | 293,981 | ||||||||||||||||||||||||||||||||
| Consumer other | 2,109 | 777 | 5,364 | 8,250 | 294,904 | 303,154 | ||||||||||||||||||||||||||||||||
| Total | $ | 8,561 | $ | 7,749 | $ | 76,398 | $ | 92,708 | $ | 7,988,811 | $ | 8,081,519 | ||||||||||||||||||||||||||
F-37
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following is a summary of loans on nonaccrual status and loans past due 90 days or more and still accruing as of December 31, 2021 and December 31, 2020:
| December 31, 2021 | ||||||||||||||||||||||||||
| (In thousands) | Nonaccrual Amortized Cost | Nonaccrual With No Related Allowance | Past Due 90 Days or Greater and Accruing | Interest Income Recognized on Nonaccrual | ||||||||||||||||||||||
| Construction | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||||
| Commercial multifamily | 187 | 187 | — | — | ||||||||||||||||||||||
| Commercial real estate owner occupied | 4,221 | 2,413 | — | — | ||||||||||||||||||||||
| Commercial real estate non-owner occupied | 8,877 | 8,412 | 172 | — | ||||||||||||||||||||||
| Commercial and industrial | 6,747 | 1,506 | 89 | — | ||||||||||||||||||||||
| Residential real estate | 10,698 | 6,511 | 2,566 | — | ||||||||||||||||||||||
| Home equity | 1,901 | 141 | 257 | — | ||||||||||||||||||||||
| Consumer other | 2,695 | 4 | 187 | — | ||||||||||||||||||||||
| Total | $ | 35,326 | $ | 19,174 | $ | 3,271 | $ | — | ||||||||||||||||||
| December 31, 2020 | ||||||||||||||||||||||||||
| (In thousands) | Nonaccrual Amortized Cost | Nonaccrual With No Related Allowance | Past Due 90 Days or Greater and Accruing | Interest Income Recognized on Nonaccrual | ||||||||||||||||||||||
| Construction | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||||
| Commercial multifamily | 757 | 591 | — | — | ||||||||||||||||||||||
| Commercial real estate owner occupied | 4,509 | 2,290 | 385 | — | ||||||||||||||||||||||
| Commercial real estate non-owner occupied | 29,572 | 13,912 | 8,817 | — | ||||||||||||||||||||||
| Commercial and industrial | 12,441 | 4,725 | 541 | — | ||||||||||||||||||||||
| Residential real estate | 9,711 | 5,739 | 1,404 | — | ||||||||||||||||||||||
| Home equity | 2,654 | 159 | 243 | — | ||||||||||||||||||||||
| Consumer other | 5,304 | 2 | 60 | — | ||||||||||||||||||||||
| Total | $ | 64,948 | $ | 27,418 | $ | 11,450 | $ | — | ||||||||||||||||||
The commercial and industrial loans nonaccrual amortized cost as of December 31, 2020 included medallion loans with a fair value of $2.3 million and a contractual balance of $53.9 million.
F-38
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A financial asset is considered collateral-dependent when the debtor is experiencing financial difficulty and repayment is expected to be provided substantially through the sale or operation of the collateral. Expected credit losses for collateral-dependent loans are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate. Significant quarter over quarter changes are reflective of changes in nonaccrual status and not necessarily associated with credit quality indicators like appraisal value. The following table presents the amortized cost basis of individually analyzed collateral-dependent loans by loan portfolio segment:
| Type of Collateral | ||||||||||||||||||||
| (In thousands) | Real Estate | Investment Securities/Cash | Other | |||||||||||||||||
| December 31, 2021 | ||||||||||||||||||||
| Construction | $ | 9,429 | $ | — | $ | — | ||||||||||||||
| Commercial multifamily | 188 | — | — | |||||||||||||||||
| Commercial real estate owner occupied | 4,466 | — | — | |||||||||||||||||
| Commercial real estate non-owner occupied | 9,501 | — | — | |||||||||||||||||
| Commercial and industrial | 526 | — | 1,040 | |||||||||||||||||
| Residential real estate | 7,035 | — | — | |||||||||||||||||
| Home equity | 262 | — | — | |||||||||||||||||
| Consumer other | 2 | — | — | |||||||||||||||||
| Total loans | $ | 31,409 | $ | — | $ | 1,040 | ||||||||||||||
| Type of Collateral | ||||||||||||||||||||
| (In thousands) | Real Estate | Investment Securities/Cash | Other | |||||||||||||||||
| December 31, 2020 | ||||||||||||||||||||
| Construction | $ | — | $ | — | $ | — | ||||||||||||||
| Commercial multifamily | 591 | — | — | |||||||||||||||||
| Commercial real estate owner occupied | 5,714 | — | — | |||||||||||||||||
| Commercial real estate non-owner occupied | 30,950 | — | — | |||||||||||||||||
| Commercial and industrial | 973 | 36 | 3,758 | |||||||||||||||||
| Residential real estate | 5,081 | — | — | |||||||||||||||||
| Home equity | 145 | — | — | |||||||||||||||||
| Consumer other | 51 | — | — | |||||||||||||||||
| Total loans | $ | 43,505 | $ | 36 | $ | 3,758 | ||||||||||||||
F-39
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Troubled Debt Restructuring Loans
The Company’s loan portfolio also includes certain loans that have been modified in a Troubled Debt Restructuring ("TDR"), where economic concessions have been granted to borrowers who have experienced or are expected to experience financial difficulties. These concessions typically result from the Company’s loss mitigation activities and could include reductions in the interest rate, payment extensions, forgiveness of principal, forbearance, or other actions. Certain TDRs are classified as nonperforming at the time of restructure and may only be returned to performing status after considering the borrower’s sustained repayment performance for a reasonable period, generally six months. TDRs are evaluated individually for impairment and may result in a specific allowance amount allocated to an individual loan.
The following table presents activity in TDRs for the years ended December 31, 2021 and December 31, 2020:
| (In thousands) | Balance at Beginning of Period | Principal Payments | TDR Status Change | Other Additions/(Reductions) | Newly Identified TDRs | Balance at End of Period | ||||||||||||||||||||||||||||||||
| Year ended December 31, 2021 | ||||||||||||||||||||||||||||||||||||||
| Construction | $ | — | $ | — | $ | — | $ | — | $ | 9,429 | $ | 9,429 | ||||||||||||||||||||||||||
| Commercial multifamily | 754 | (51) | — | — | — | 703 | ||||||||||||||||||||||||||||||||
| Commercial real estate owner occupied | 1,731 | (96) | — | (168) | 1,266 | 2,733 | ||||||||||||||||||||||||||||||||
| Commercial real estate non-owner occupied | 13,684 | (14,562) | — | (791) | 10,979 | 9,310 | ||||||||||||||||||||||||||||||||
| Commercial and industrial | 2,686 | (3,916) | — | (199) | 5,085 | 3,656 | ||||||||||||||||||||||||||||||||
| Residential real estate | 1,524 | (233) | — | (174) | — | 1,117 | ||||||||||||||||||||||||||||||||
| Home equity | 133 | (12) | — | — | — | 121 | ||||||||||||||||||||||||||||||||
| Consumer other | 36 | (8) | — | 5 | — | 33 | ||||||||||||||||||||||||||||||||
| Total | $ | 20,548 | $ | (18,878) | $ | — | $ | (1,327) | $ | 26,759 | $ | 27,102 | ||||||||||||||||||||||||||
| (In thousands) | Balance at Beginning of Period | Principal Payments | TDR Status Change | Other Additions/(Reductions) | Newly Identified TDRs | Balance at End of Period | ||||||||||||||||||||||||||||||||
| Year ended December 31, 2020 | ||||||||||||||||||||||||||||||||||||||
| Construction | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||||||||||||
| Commercial multifamily | 793 | (39) | — | — | — | 754 | ||||||||||||||||||||||||||||||||
| Commercial real estate owner occupied | 13,331 | (5,734) | — | (5,884) | 18 | 1,731 | ||||||||||||||||||||||||||||||||
| Commercial real estate non-owner occupied | 1,373 | (1) | — | 1,719 | 10,593 | 13,684 | ||||||||||||||||||||||||||||||||
| Commercial and industrial | 1,449 | (289) | — | (60) | 1,586 | 2,686 | ||||||||||||||||||||||||||||||||
| Residential real estate | 2,045 | (160) | — | (361) | — | 1,524 | ||||||||||||||||||||||||||||||||
| Home equity | 277 | (22) | — | (122) | — | 133 | ||||||||||||||||||||||||||||||||
| Consumer other | 48 | (12) | — | — | — | 36 | ||||||||||||||||||||||||||||||||
| Total | $ | 19,316 | $ | (6,257) | $ | — | $ | (4,708) | $ | 12,197 | $ | 20,548 | ||||||||||||||||||||||||||
F-40
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table presents loans modified as TDRs that occurred during the years ended December 31, 2021, 2020, and 2019:
| (dollars in thousands) | Total | |||||||
| Year ended December 31, 2021 | ||||||||
| TDR: | ||||||||
| Number of loans | 18 | |||||||
| Pre-modification outstanding recorded investment | $ | 26,759 | ||||||
| Post-modification outstanding recorded investment | $ | 26,759 | ||||||
| Year ended December 31, 2020 | ||||||||
| TDR: | ||||||||
| Number of loans | 16 | |||||||
| Pre-modification outstanding recorded investment | $ | 12,197 | ||||||
| Post-modification outstanding recorded investment | $ | 12,197 | ||||||
| Year ended December 31, 2019 | ||||||||
| TDR: | ||||||||
| Number of loans | 13 | |||||||
| Pre-modification outstanding recorded investment | $ | 2,063 | ||||||
| Post-modification outstanding recorded investment | $ | 2,063 | ||||||
The following table discloses the modifications for TDRs where a concession has been made within the previous 12 months, that then defaulted in the respective reporting period. For the year ended 2021, there were four loans restructured that had subsequently defaulted during the reporting period. There were no TDRs for which there was a payment default within twelve months following the modification during the year ended 2020. For the year
ended 2019, there was one loan that was restructured that had subsequently defaulted during the reporting period.
| (dollars in thousands) | Number of Loans | Recorded Investment | ||||||||||||
| Year ended December 31, 2021 | ||||||||||||||
| Commercial real estate non-owner occupied | 2 | $ | 18,746 | |||||||||||
| Commercial and industrial | 2 | $ | 71 | |||||||||||
| Total | 4 | $ | 18,817 | |||||||||||
| (dollars in thousands) | Number of Loans | Recorded Investment | ||||||||||||
| Year ended December 31, 2019 | ||||||||||||||
| Commercial and industrial | 1 | $ | 195 | |||||||||||
| Total | 1 | $ | 195 | |||||||||||
Beginning in March 2020, the Company has offered three-month payment deferrals for customers with a current payment status who were negatively impacted by economic disruption caused by the COVID-19 pandemic. Refer to Note 18 - Other Commitments, Contingencies, and Off-Balance Sheet Activities for more information regarding these modifications.
F-41
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Prior to the adoption of ASC 326 on January 1, 2020, the Company calculated allowance for loan losses using incurred losses methodology. The following tables are disclosures related to year end 2019.
The following table summarizes activity in the accretable yield for the acquired loan portfolio that falls under the purview of ASC 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality:
| (In thousands) | 2019 | |||||||
| Balance at beginning of period | $ | 2,840 | ||||||
| Acquisitions | 4,200 | |||||||
| Accretion | (9,619) | |||||||
| Net reclassification from nonaccretable difference | 7,430 | |||||||
| Payments received, net | (837) | |||||||
| Reclassification to TDR | 9 | |||||||
| Disposals | — | |||||||
| Balance at end of period | 4,023 | |||||||
The following is a summary of the average recorded investment and interest income recognized on impaired loans
as of December 31, 2019:
Business Activities Loans
| December 31, 2019 | ||||||||||||||
| (in thousands) | Average Recorded Investment | Cash Basis Interest Income Recognized | ||||||||||||
| With no related allowance: | ||||||||||||||
| Other commercial real estate | $ | 19,805 | $ | 586 | ||||||||||
| Other commercial and industrial | 3,165 | 523 | ||||||||||||
| Residential mortgages - 1-4 family | 185 | 17 | ||||||||||||
| Consumer-home equity | 148 | 3 | ||||||||||||
| Consumer-other | — | — | ||||||||||||
| With an allowance recorded: | ||||||||||||||
| Other commercial real estate | $ | 374 | $ | 107 | ||||||||||
| Other commercial and industrial | 2,533 | 793 | ||||||||||||
| Residential mortgages - 1-4 family | 2,427 | 150 | ||||||||||||
| Consumer-home equity | 349 | 32 | ||||||||||||
| Consumer - other | 11 | 1 | ||||||||||||
| Total | ||||||||||||||
| Commercial real estate | $ | 20,179 | $ | 693 | ||||||||||
| Commercial and industrial | 5,698 | 1,316 | ||||||||||||
| Residential mortgages | 2,612 | 167 | ||||||||||||
| Consumer loans | 508 | 36 | ||||||||||||
| Total impaired loans | $ | 28,997 | $ | 2,212 | ||||||||||
F-42
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Acquired Loans
| December 31, 2019 | ||||||||||||||
| (in thousands) | Average Recorded Investment | Cash Basis Interest Income Recognized | ||||||||||||
| With no related allowance: | ||||||||||||||
| Other commercial real estate | $ | 1,603 | $ | 117 | ||||||||||
| Other commercial and industrial | 441 | 51 | ||||||||||||
| Residential mortgages - 1-4 family | 241 | 11 | ||||||||||||
| Consumer - home equity | 475 | 23 | ||||||||||||
| Consumer - other | — | — | ||||||||||||
| With an allowance recorded: | ||||||||||||||
| Other commercial real estate | $ | 1,005 | $ | 59 | ||||||||||
| Other commercial and industrial | 29 | 2 | ||||||||||||
| Residential mortgages - 1-4 family | 88 | 7 | ||||||||||||
| Consumer - home equity | 68 | 6 | ||||||||||||
| Consumer - other | 41 | 2 | ||||||||||||
| Total | ||||||||||||||
| Commercial real estate | $ | 2,608 | $ | 176 | ||||||||||
| Commercial and industrial | 470 | 53 | ||||||||||||
| Residential mortgages | 329 | 18 | ||||||||||||
| Consumer loans | 584 | 31 | ||||||||||||
| Total impaired loans | $ | 3,991 | $ | 278 | ||||||||||
No additional funds are committed to be advanced in connection with impaired loans.
The following table presents the Company’s TDR activity in 2019:
| (In thousands) | 2019 | |||||||
| Balance at beginning of year | $ | 27,415 | ||||||
| Principal payments | (6,086) | |||||||
| TDR status change (1) | — | |||||||
| Other reductions (2) | (4,076) | |||||||
| Newly identified TDRs | 2,063 | |||||||
| Balance at end of year | $ | 19,316 | ||||||
_____________________
(1) TDR status change classification represents TDR loans with a specified interest rate equal to or greater than the rate that the Company was willing to accept at the time of the restructuring for a new loan with comparable risk and the loan was on current payment status and not impaired based on the terms specified by the restructuring agreement.
(2) Other reductions classification consists of transfer to other real estate owned, charge-offs to loans, and other loan sale payoffs.
F-43
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Allowance for Loan Losses
Prior to the adoption of ASC 326 on January 1, 2020, the Company calculated allowance for loan losses using incurred losses methodology. The following tables are disclosures related to the allowance for loan losses for year end 2019.
Activity in the allowance for loan losses for 2019 was as follows:
| Business Activities Loans | ||||||||||||||||||||||||||||||||
(In thousands) | Commercial real estate | Commercial and industrial loans | Residential mortgages | Consumer | Total | |||||||||||||||||||||||||||
| Balance at beginning of period | $ | 21,732 | $ | 16,504 | $ | 10,535 | $ | 7,368 | $ | 56,139 | ||||||||||||||||||||||
| Charged-off loans | 6,577 | 23,799 | 635 | 3,322 | 34,333 | |||||||||||||||||||||||||||
| Recoveries on charged-off loans | 570 | 1,012 | 57 | 253 | 1,892 | |||||||||||||||||||||||||||
| Provision/(releases) for loan losses | 9,033 | 25,404 | (1,417) | 458 | 33,478 | |||||||||||||||||||||||||||
| Balance at end of period | $ | 24,758 | $ | 19,121 | $ | 8,540 | $ | 4,757 | $ | 57,176 | ||||||||||||||||||||||
| Individually evaluated for impairment | 20 | 122 | 109 | 43 | 294 | |||||||||||||||||||||||||||
| Collectively evaluated | 24,738 | 18,999 | 8,431 | 4,714 | 56,882 | |||||||||||||||||||||||||||
| Total | $ | 24,758 | $ | 19,121 | $ | 8,540 | $ | 4,757 | $ | 57,176 | ||||||||||||||||||||||
| Acquired Loans | ||||||||||||||||||||||||||||||||
| (In thousands) | Commercial real estate | Commercial and industrial loans | Residential mortgages | Consumer | Total | |||||||||||||||||||||||||||
| Balance at beginning of period | $ | 3,153 | $ | 1,064 | $ | 630 | $ | 483 | $ | 5,330 | ||||||||||||||||||||||
| Charged-off loans | 830 | 571 | 263 | 557 | 2,221 | |||||||||||||||||||||||||||
| Recoveries on charged-off loans | 672 | 438 | 116 | 123 | 1,349 | |||||||||||||||||||||||||||
| Provision/(releases) for loan losses | 1,111 | 126 | 365 | 339 | 1,941 | |||||||||||||||||||||||||||
| Balance at end of period | $ | 4,106 | $ | 1,057 | $ | 848 | $ | 388 | $ | 6,399 | ||||||||||||||||||||||
| Individually evaluated for impairment | 97 | 1 | 8 | 12 | 118 | |||||||||||||||||||||||||||
| Collectively evaluated | 4,009 | 1,056 | 840 | 376 | 6,281 | |||||||||||||||||||||||||||
| Total | $ | 4,106 | $ | 1,057 | $ | 848 | $ | 388 | $ | 6,399 | ||||||||||||||||||||||
NOTE 8. PREMISES AND EQUIPMENT
Year-end premises and equipment are summarized as follows:
| (In thousands) | 2021 | 2020 | Estimated Useful Life | |||||||||||||||||
| Land | $ | 15,786 | $ | 17,716 | N/A | |||||||||||||||
| Buildings and improvements | 104,327 | 113,853 | 5 - 39 years | |||||||||||||||||
| Furniture and equipment | 62,420 | 63,590 | 3 - 7 years | |||||||||||||||||
| Construction in process | 703 | 4,035 | ||||||||||||||||||
| Premises and equipment, gross | 183,236 | 199,194 | ||||||||||||||||||
| Accumulated depreciation and amortization | (88,853) | (86,531) | ||||||||||||||||||
| Premises and equipment, net | $ | 94,383 | $ | 112,663 | ||||||||||||||||
Depreciation and amortization expense including discontinued operations for the years 2021, 2020, and 2019 amounted to $11.0 million, $12.5 million, and $11.8 million, respectively.
F-44
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 9. GOODWILL AND OTHER INTANGIBLES
Goodwill and other intangible assets are presented in the tables below. The Company had no acquisition during 2021 or 2020. In accordance with applicable accounting guidance, the Company allocated the amount paid to the fair value of the net assets acquired, with any excess amounts recorded as goodwill. The goodwill balance is allocated to the consolidated Company. The activity impacting goodwill in 2021 and 2020 is as follows:
| (In thousands) | 2021 | 2020 | ||||||||||||
| Balance, beginning of the period | $ | — | $ | 553,762 | ||||||||||
| Goodwill acquired and adjusted: | ||||||||||||||
| Impairment | — | (553,762) | ||||||||||||
| Balance, end of the period | $ | — | $ | — | ||||||||||
______________________________________________________________________________________________________
Goodwill represents the excess of the purchase price over the fair value of the net assets acquired in a business combination. Goodwill is assessed annually for impairment and more frequently if events or changes in circumstances indicate that there may be an impairment. The Company tests goodwill impairment annually as of June 30 using second quarter data.
The Company compares the fair value of the reporting unit with its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. The fair value of the reporting unit was determined using the guideline public company method. As a result of the assessment, the Company recognized a full goodwill impairment during the year ended December 31, 2020.
The primary causes of the goodwill impairment were economic and industry conditions resulting from the COVID-19 pandemic that caused volatility and reductions in the market capitalization of the Company and its peer banks, increased loan provision estimates, increased discount rates and other changes in variables driven by the uncertain macro-environment that resulted in the estimated fair value of the reporting unit being less than the reporting unit’s carrying value.
F-45
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The components of other intangible assets are as follows:
| (In thousands) | Gross Intangible Assets | Accumulated Amortization | Net Intangible Assets | |||||||||||||||||
| December 31, 2021 | ||||||||||||||||||||
| Non-maturity deposits (core deposit intangible) | $ | 77,213 | $ | (49,963) | $ | 27,250 | ||||||||||||||
| Insurance contracts | 7,558 | (7,558) | — | |||||||||||||||||
| All other intangible assets | 7,866 | (5,497) | 2,369 | |||||||||||||||||
| Total | $ | 92,637 | $ | (63,018) | $ | 29,619 | ||||||||||||||
| December 31, 2020 | ||||||||||||||||||||
Non-maturity deposits (core deposit intangible) (1) | $ | 77,213 | $ | (45,257) | $ | 31,956 | ||||||||||||||
| Insurance contracts | 7,558 | (7,558) | — | |||||||||||||||||
| All other intangible assets | 7,866 | (5,003) | 2,863 | |||||||||||||||||
| Total | $ | 92,637 | $ | (57,818) | $ | 34,819 | ||||||||||||||
(1)As of December 31, 2020, the Company reclassified $4.6 million of net core deposit intangible to held-for-sale related to the assets and liabilities associated with the Mid-Atlantic branch sale.
Other intangible assets are amortized on a straight-line or accelerated basis over their estimated lives, which range from to fifteen years. Amortization expense related to intangibles totaled $5.2 million in 2021, $6.2 million in 2020, and $5.8 million in 2019.
The estimated aggregate future amortization expense for intangible assets remaining at year-end 2021 is as follows: 2022- $5.1 million; 2023- $4.8 million; 2024- $4.6 million; 2025- $4.5 million; 2026- $4.5 million; and thereafter- $6.0 million. For the years 2021, 2020, and 2019, no impairment charges were identified for the Company’s intangible assets.
F-46
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 10. OTHER ASSETS
Year-end other assets are summarized as follows:
| (In thousands) | 2021 | 2020 | ||||||||||||
| Capitalized servicing rights | $ | 16,022 | $ | 16,348 | ||||||||||
| Accrued interest receivable | 33,534 | 46,919 | ||||||||||||
| Accrued federal and state tax receivable | 30,614 | 40,751 | ||||||||||||
| Right-of-use assets | 52,180 | 60,018 | ||||||||||||
| Derivative assets | 79,528 | 160,071 | ||||||||||||
| Deferred tax asset | 52,620 | 46,370 | ||||||||||||
| Other | 23,886 | 16,753 | ||||||||||||
| Total other assets | $ | 288,384 | $ | 387,230 | ||||||||||
The Bank sells loans in the secondary market and retains the right to service many of these loans. The Bank earns fees for the servicing provided. At year end 2021, loans sold and serviced for others amounted to $1.6 billion. For years ended 2020 and 2019, loans sold and serviced for others from continuing operations amounted to $1.5 billion, and $1.7 billion, respectively. For years ended 2020 and 2019, loans sold and serviced for others from discontinued operations amounted to $0.6 billion, and $1.4 billion, respectively. Loans serviced for others are not included in the accompanying Consolidated Balance Sheets. The risks inherent in servicing assets relate primarily to changes in prepayments that result from shifts in interest rates. For the year 2021, contractually specified servicing fees were $8.0 million and are included as a component of loan related fees within non-interest income. For the years 2020 and 2019, contractually specified servicing fees from continuing operations were $5.5 million and $5.6 million, respectively and are included as a component of loan related fees within non-interest income. For the years 2020 and 2019, contractually specified servicing fees from discontinued operations were $2.1 million and $1.9 million, respectively, and are included as a component of other income in Note 2 - Discontinued Operations. Refer to Note 21 - Fair Value Measurements for significant assumptions and inputs used in the valuation at year-end 2021.
Servicing rights activity was as follows:
| (In thousands) | 2021 | 2020 | ||||||||||||
| Balance at beginning of year | $ | 16,348 | $ | 26,451 | ||||||||||
| Additions | 4,568 | 3,875 | ||||||||||||
| Amortization | (4,921) | (3,761) | ||||||||||||
| Change in fair value | (723) | (9,266) | ||||||||||||
| Allowance adjustment | 750 | (951) | ||||||||||||
| Balance at end of year | $ | 16,022 | $ | 16,348 | ||||||||||
(1)As of December 31, 2021 and December 31, 2020, the servicing rights included in the total balance accounted for at fair value were $2.0 million and $3.0 million, respectively.
At December 31, 2021, the fair value of servicing rights was $16.6 million. At December 31, 2020, the fair value of servicing rights was $16.0 million.
F-47
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 11. DEPOSITS
A summary of year-end time deposits is as follows:
| (In thousands) | 2021 | 2020 | ||||||||||||
| Maturity date: | ||||||||||||||
| Within 1 year | $ | 1,228,874 | $ | 1,582,492 | ||||||||||
| Over 1 year to 2 years | 280,403 | 545,100 | ||||||||||||
| Over 2 years to 3 years | 81,391 | 171,810 | ||||||||||||
| Over 3 years to 4 years | 52,000 | 32,358 | ||||||||||||
| Over 4 years to 5 years | 34,605 | 51,073 | ||||||||||||
| Over 5 years | 1,667 | 2,252 | ||||||||||||
| Total | $ | 1,678,940 | $ | 2,385,085 | ||||||||||
| Account balances: | ||||||||||||||
| Less than $100,000 | $ | 676,979 | $ | 663,324 | ||||||||||
| $100,000 through $250,000 | 610,174 | 1,219,210 | ||||||||||||
| $250,000 or more | 391,787 | 502,551 | ||||||||||||
| Total | $ | 1,678,940 | $ | 2,385,085 | ||||||||||
Included in total deposits on the Consolidated Balance Sheets are brokered deposits of $228.1 million and $610.6 million at December 31, 2021 and December 31, 2020, respectively. Also included in total deposits are reciprocal deposits of $89.2 million and $119.0 million at December 31, 2021 and December 31, 2020, respectively, as well as related party deposits of $146.4 million and $177.2 million at December 31, 2021 and December 31, 2020, respectively.
F-48
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 12. BORROWED FUNDS
Borrowed funds at December 31, 2021 and 2020 are summarized, as follows:
| 2021 | 2020 | |||||||||||||||||||||||||
| (in thousands, except rates) | Principal | Weighted Average Rate | Principal | Weighted Average Rate | ||||||||||||||||||||||
| Short-term borrowings: | ||||||||||||||||||||||||||
| Advances from the FHLBB | $ | — | — | % | $ | 40,000 | 1.05 | % | ||||||||||||||||||
| Total short-term borrowings: | — | — | 40,000 | 1.05 | ||||||||||||||||||||||
| Long-term borrowings: | ||||||||||||||||||||||||||
| Advances from the FHLBB | 13,331 | 1.75 | 434,357 | 1.89 | ||||||||||||||||||||||
| Paycheck Protection Program Liquidity Facility ("PPPLF") | — | — | — | — | ||||||||||||||||||||||
| Subordinated notes | 74,590 | 7.00 | 74,411 | 7.00 | ||||||||||||||||||||||
| Junior subordinated borrowing - Trust I | 15,464 | 2.01 | 15,464 | 2.06 | ||||||||||||||||||||||
| Junior subordinated borrowing - Trust II | 7,459 | 1.90 | 7,405 | 1.92 | ||||||||||||||||||||||
| Total long-term borrowings: | 110,844 | 5.33 | 531,637 | 2.61 | ||||||||||||||||||||||
| Total | $ | 110,844 | 5.33 | % | $ | 571,637 | 2.50 | % | ||||||||||||||||||
Short-term debt includes Federal Home Loan Bank of Boston (“FHLBB”) advances with an original maturity of less than one year. The Bank maintains a $3.0 million secured line of credit with the FHLBB that bears a daily adjustable rate calculated by the FHLBB. There was no outstanding balance on the FHLBB line of credit for the periods ended December 31, 2021 and December 31, 2020. The Bank's available borrowing capacity with the FHLB was $1.5 billion and $1.0 billion for the periods ended December 31, 2021 and December 31, 2020, respectively. The Company was in compliance with all debt covenants as of December 31, 2021.
The Bank is approved to borrow on a short-term basis from the Federal Reserve Bank of Boston as a non-member bank. The Bank has pledged certain loans and securities to the Federal Reserve Bank to support this arrangement. No borrowings with the Federal Reserve Bank of Boston took place for the periods ended December 31, 2021 and December 31, 2020. As a participant in the SBA Paycheck Protection Program ("PPP"), the Bank may pledge originated loans as collateral at face value to the Federal Reserve Bank of Boston for term financings. As of December 31, 2021, the Bank had no pledged PPP loans. The Bank's available borrowing capacity with the Federal Reserve Bank was $511.0 million and $815.6 million for the periods ended December 31, 2021 and December 31, 2020, respectively.
Long-term FHLBB advances consist of advances with an original maturity of more than one year and are subject to
prepayment penalties. The advances outstanding at December 31, 2021 included callable advances totaling $10 million and amortizing advances totaling $3.4 million. The advances outstanding at December 31, 2020 included callable advances totaling $10 million and amortizing advances totaling $5.2 million. All FHLBB borrowings, including the line of credit, are secured by a blanket security agreement on certain qualified collateral, principally all residential first mortgage loans and certain securities.
F-49
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A summary of maturities of FHLBB advances at year-end 2021 is as follows:
| 2021 | ||||||||||||||
| (In thousands) | Amount | Weighted Average Rate | ||||||||||||
| Fixed rate advances maturing: | ||||||||||||||
| 2022 | $ | 4,001 | 2.04 | % | ||||||||||
| 2023 | — | — | ||||||||||||
| 2024 | 39 | — | ||||||||||||
| 2025 | 5,969 | 1.99 | ||||||||||||
| 2026 and beyond | 3,322 | 4.57 | ||||||||||||
| Total FHLBB advances | $ | 13,331 | 1.75 | % | ||||||||||
The Company did not have variable-rate FHLB advances for the period ended December 31, 2021 and December 31, 2020.
In September 2012, the Company issued fifteen year subordinated notes in the amount of $75.0 million at a discount of 1.15%. The interest rate is fixed at 6.875% for the first ten years. After ten years, the notes become callable and convert to an interest rate of three month LIBOR plus 5.113%. The subordinated note includes reduction to the note principal balance of $92 thousand and $215 thousand for unamortized debt issuance costs as of December 31, 2021 and December 31, 2020, respectively.
The Company holds 100% of the common stock of Berkshire Hills Capital Trust I (“Trust I”) which is included in other assets with a cost of $0.5 million. The sole asset of Trust I is $15.5 million of the Company’s junior subordinated debentures due in 2035. These debentures bear interest at a variable rate equal to LIBOR plus 1.85% and had a rate of 2.01% and 2.06% at December 31, 2021 and December 31, 2020, respectively. The Company has the right to defer payments of interest for up to five years on the debentures at any time, or from time to time, with certain limitations, including a restriction on the payment of dividends to shareholders while such interest payments on the debentures have been deferred. The Company has not exercised this right to defer payments. The Company has the right to redeem the debentures at par value on each quarterly payment date. Trust I is considered a variable interest entity for which the Company is not the primary beneficiary. Accordingly, Trust I is not consolidated into the Company’s financial statements.
The Company holds 100% of the common stock of SI Capital Trust II (“Trust II”) which is included in other assets
with a cost of $0.2 million. The sole asset of Trust II is $8.2 million of the Company’s junior subordinated
debentures due in 2036. These debentures bear interest at a variable rate equal to LIBOR plus 1.70% and had a rate
of 1.90% and 1.92% at December 31, 2021 and December 31, 2020. The Company has the right to defer payments of interest for up to five years on the debentures at any time, or from time to time, with certain limitations, including a restriction on the payment of dividends to shareholders while such interest payments on the debentures have been deferred. The Company has not exercised this right to defer payments. The Company has the right to redeem the debentures at par value. Trust II is considered a variable interest entity for which the Company is not the primary beneficiary. Accordingly, Trust II is not consolidated into the Company’s financial statements.
F-50
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 13. OTHER LIABILITIES
Year-end other liabilities are summarized as follows:
| (In thousands) | 2021 | 2020 | ||||||||||||
| Derivative liabilities | $ | 35,194 | $ | 65,758 | ||||||||||
| Capital and financing lease obligations | 9,862 | 10,383 | ||||||||||||
| Employee benefits liability | 45,498 | 38,830 | ||||||||||||
| Operating lease liabilities | 55,674 | 63,894 | ||||||||||||
| Accrued interest payable | 775 | 3,867 | ||||||||||||
| Customer transaction clearing accounts | 5,718 | 11,261 | ||||||||||||
| Other | 39,960 | 38,737 | ||||||||||||
| Total other liabilities | $ | 192,681 | $ | 232,730 | ||||||||||
51
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 14. EMPLOYEE BENEFIT PLANS
Pension Plan
The Company maintains a legacy, employer-sponsored defined benefit pension plan (the “Plan”) for which participation and benefit accruals were frozen on January 1, 2003. The Plan was assumed in connection with the Rome Bancorp acquisition in 2011. Accordingly, no employees are permitted to commence participation in the Plan and future salary increases and years of credited service are not considered when computing an employee’s benefits under the Plan. As of December 31, 2021, all minimum Employee Retirement Income Security Act (“ERISA”) funding requirements have been met.
Information regarding the pension plan is as follows:
| December 31, | ||||||||||||||
| (In thousands) | 2021 | 2020 | ||||||||||||
| Change in projected benefit obligation: | ||||||||||||||
| Projected benefit obligation at beginning of year | $ | 6,121 | $ | 5,848 | ||||||||||
| Service Cost | 59 | 66 | ||||||||||||
| Interest cost | 140 | 178 | ||||||||||||
| Actuarial loss | (211) | 519 | ||||||||||||
| Benefits paid | (321) | (337) | ||||||||||||
| Settlements | (460) | (153) | ||||||||||||
| Projected benefit obligation at end of year | 5,328 | 6,121 | ||||||||||||
| Accumulated benefit obligation | 5,328 | 6,121 | ||||||||||||
| Change in fair value of plan assets: | ||||||||||||||
| Fair value of plan assets at plan beginning of year | 6,049 | 5,799 | ||||||||||||
| Actual return on plan assets | 694 | 740 | ||||||||||||
| Contributions by employer | — | — | ||||||||||||
| Benefits paid | (321) | (337) | ||||||||||||
| Settlements | (460) | (153) | ||||||||||||
| Fair value of plan assets at end of year | 5,962 | 6,049 | ||||||||||||
| (Overfunded)/underfunded status | $ | (634) | $ | 72 | ||||||||||
| Amounts Recognized on Consolidated Balance Sheets | ||||||||||||||
| Other assets | $ | 634 | $ | — | ||||||||||
| Other liabilities | — | 72 | ||||||||||||
Net periodic pension cost is comprised of the following:
| December 31, | ||||||||||||||
| (In thousands) | 2021 | 2020 | ||||||||||||
| Service Cost | $ | 59 | $ | 66 | ||||||||||
| Interest Cost | 140 | 178 | ||||||||||||
| Expected return on plan assets | (410) | (393) | ||||||||||||
| Amortization of unrecognized actuarial loss | 103 | 94 | ||||||||||||
| Net periodic pension (credit) | $ | (108) | $ | (55) | ||||||||||
F-52
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Changes in plan assets and benefit obligations recognized in accumulated other comprehensive income are as follows:
| December 31, | ||||||||||||||
| (In thousands) | 2021 | 2020 | ||||||||||||
| Amortization of actuarial (loss) | $ | (103) | $ | (94) | ||||||||||
| Actuarial (gain) loss | (495) | 171 | ||||||||||||
| Settlement charge | (58) | — | ||||||||||||
| Total recognized in accumulated other comprehensive income | (656) | 77 | ||||||||||||
| Total recognized in net periodic pension cost recognized and other comprehensive income | $ | (764) | $ | 22 | ||||||||||
The amounts in accumulated other comprehensive income that have not yet been recognized as components of net periodic benefit cost are a net loss of $0.7 million and $1.3 million in 2021 and 2020, respectively.
The Company did not make any cash contributions to the pension trust during 2021 and 2020. The Company does not expect to make any cash contributions in 2022. The amount expected to be amortized from other comprehensive income into net periodic pension cost over the next fiscal year is $11 thousand.
The principal actuarial assumptions used are as follows:
| December 31, | ||||||||||||||
| 2021 | 2020 | |||||||||||||
| Projected benefit obligation | ||||||||||||||
| Discount rate | 2.73 | % | 2.35 | % | ||||||||||
| Net periodic pension cost | ||||||||||||||
| Discount rate | 2.35 | % | 3.15 | % | ||||||||||
| Long term rate of return on plan assets | 7.00 | % | 7.00 | % | ||||||||||
The discount rate that is used in the measurement of the pension obligation is determined by comparing the expected future retirement payment cash flows of the pension plan to the Above Median FTSE Pension Discount Curve as of the measurement date. The expected long-term rate of return on Plan assets reflects long-term earnings expectations on existing Plan assets and those contributions expected to be received during the current plan year. In estimating that rate, appropriate consideration was given to historical returns earned by Plan assets in the fund and the rates of return expected to be available for reinvestment. The rates of return were adjusted to reflect current capital market assumptions and changes in investment allocations.
The Company’s overall investment strategy with respect to the Plan’s assets is primarily for preservation of capital and to provide regular dividend and interest payments. The Plan’s targeted asset allocation is 65% equity securities via investment in the Long-Term Growth - Equity Portfolio ("LTGE"), 34% intermediate-term investment grade bonds via investment in the Long-Term Growth - Fixed-Income Portfolio ("LTGFI"), and 1% in cash equivalents portfolio (for liquidity). Equity securities include investments in a diverse mix of equity funds to gain exposure in the US and international markets. The fixed income portion of the Plan assets is a diversified portfolio that primarily invests in intermediate-term bond funds. The overall rate of return is based on the historical performance of the assets applied against the Plan’s target allocation, and is adjusted for the long-term inflation rate.
The fair values for investment securities are determined by quoted prices in active markets, if available (Level 1). For securities where quoted prices are not available, fair values are calculated based on market prices of similar securities (Level 2). For securities where quoted prices or market prices of similar securities are not available, fair values are calculated using discounted cash flows or other market indicators (Level 3).
F-53
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The fair value of the Plan’s assets by category within the fair value hierarchy are as follows at December 31, 2021 and December 31, 2020. The Plan did not hold any assets classified as Level 3, nor were there any transfers.
| December 31, 2021 | ||||||||||||||||||||
| Asset Category (In thousands) | Total | Level 1 | Level 2 | |||||||||||||||||
| Equity Mutual Funds: | ||||||||||||||||||||
| Large-Cap | $ | 1,914 | $ | — | $ | 1,914 | ||||||||||||||
| Mid-Cap | 509 | — | 509 | |||||||||||||||||
| Small-Cap | 421 | — | 421 | |||||||||||||||||
| International | 1,026 | — | 1,026 | |||||||||||||||||
| Fixed Income - US Core | 1,446 | — | 1,446 | |||||||||||||||||
| Intermediate Duration | 482 | — | 482 | |||||||||||||||||
| Cash Equivalents - money market | 164 | 62 | 102 | |||||||||||||||||
| Total | $ | 5,962 | $ | 62 | $ | 5,900 | ||||||||||||||
| December 31, 2020 | ||||||||||||||||||||
| Asset Category (In thousands) | Total | Level 1 | Level 2 | |||||||||||||||||
| Equity Mutual Funds: | ||||||||||||||||||||
| Large-Cap | $ | 1,996 | $ | — | $ | 1,996 | ||||||||||||||
| Mid-Cap | 519 | — | 519 | |||||||||||||||||
| Small-Cap | 500 | — | 500 | |||||||||||||||||
| International | 1,049 | — | 1,049 | |||||||||||||||||
| Fixed Income - US Core | 1,403 | — | 1,403 | |||||||||||||||||
| Intermediate Duration | 470 | — | 470 | |||||||||||||||||
| Cash Equivalents - money market | 112 | 38 | 74 | |||||||||||||||||
| Total | $ | 6,049 | $ | 38 | $ | 6,011 | ||||||||||||||
Estimated benefit payments under the pension plans over the next 10 years at December 31, 2021 are as follows:
| Year | Payments (In thousands) | |||||||
| 2022 | 358 | |||||||
| 2023 | 344 | |||||||
| 2024 | 332 | |||||||
| 2025 | 317 | |||||||
| 2026 - 2031 | 1,727 | |||||||
Multi-Employer Pension Plan
As a result of the Company's acquisition of SI Financial Group, Inc. (“SIFI”), the Company participates in the Pentegra Defined Benefit Plan for Financial Institutions (the “Plan”), a tax-qualified defined benefit pension plan. The Plan operates as a multiple-employer plan under ERISA and the Internal Revenue Code, and as a multi-employer plan for accounting purposes. The Plan was frozen effective September 6, 2013. The Company made contributions of $149 thousand in 2021. As of July 1, 2021, the Plan held assets with a market value of $4.8 million and liabilities with a market value of $7.4 million. The funded status (market value of plan assets divided by funding target) of the Plan, was greater than 80% as of July 1, 2021, as required by federal and state regulations. Market value of the Plan's assets reflects contributions received through June 30, 2021. There are no collective bargaining agreements in place that require contributions to the Plan by the Company. The Plan is a single plan under the Internal Revenue Code and, as a result, all of the assets stand behind all of the liabilities. Accordingly, contributions made by a participating employer may be used to provide benefits to participants of other participating employers.
F-54
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Postretirement Benefits
The Company maintains an unfunded postretirement medical plan assumed in connection with the Rome Bancorp acquisition in 2011. The postretirement plan has been modified so that participation is closed to those employees who did not meet the retirement eligibility requirements by March 31, 2011. The Company contributes partially to medical benefits and life insurance coverage for retirees. Such retirees and their surviving spouses are responsible for the remainder of the medical benefits, including increases in premiums levels, between the total premium and the Company’s contribution.
The Company also has an executive long-term care (“LTC”) postretirement benefit plan which started August 1, 2014. The LTC plan reimburses executives for certain costs in the event of a future chronic illness. Funding of the plan comes from Company paid insurance policies or direct payments. At plan’s inception, a $558 thousand benefit obligation was recorded against equity representing the prior service cost of plan participants.
Information regarding the postretirement plans is as follows:
| December 31, | ||||||||||||||
| (In thousands) | 2021 | 2020 | ||||||||||||
| Change in accumulated postretirement benefit obligation: | ||||||||||||||
| Accumulated post-retirement benefit obligation at beginning of year | $ | 4,641 | $ | 4,039 | ||||||||||
| Service Cost | 13 | 39 | ||||||||||||
| Interest cost | 113 | 129 | ||||||||||||
| Participant contributions | — | — | ||||||||||||
| Actuarial loss | (198) | 507 | ||||||||||||
| Benefits paid | (48) | (73) | ||||||||||||
| Accumulated post-retirement benefit obligation at end of year | $ | 4,521 | $ | 4,641 | ||||||||||
| Change in plan assets: | ||||||||||||||
| Fair value of plan assets at beginning of year | $ | — | $ | — | ||||||||||
| Contributions by employer | 48 | 73 | ||||||||||||
| Contributions by participant | — | — | ||||||||||||
| Benefits paid | (48) | (73) | ||||||||||||
| Fair value of plan assets at end of year | $ | — | $ | — | ||||||||||
| Amounts Recognized on Consolidated Balance Sheets | ||||||||||||||
| Other Liabilities | $ | 4,521 | $ | 4,641 | ||||||||||
Net periodic post-retirement cost is comprised of the following:
| December 31, | ||||||||||||||
| (In thousands) | 2021 | 2020 | ||||||||||||
| Service cost | $ | 13 | $ | 39 | ||||||||||
| Interest costs | 113 | 129 | ||||||||||||
| Amortization of net prior service credit | 83 | 84 | ||||||||||||
| Amortization of net actuarial loss | 55 | 12 | ||||||||||||
| Net periodic post-retirement costs | $ | 264 | $ | 264 | ||||||||||
F-55
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Changes in benefit obligations recognized in accumulated other comprehensive income are as follows:
| December 31, | ||||||||||||||
| (In thousands) | 2021 | 2020 | ||||||||||||
| Amortization of prior service credit | $ | (83) | $ | (84) | ||||||||||
| Net actuarial (gain)/loss | (253) | 496 | ||||||||||||
| Total recognized in accumulated other comprehensive income | (336) | 412 | ||||||||||||
| Accrued post-retirement liability recognized | $ | 4,521 | $ | 4,641 | ||||||||||
The amounts in accumulated other comprehensive income that have not yet been recognized as components of net periodic benefit cost are as follows:
| December 31, | ||||||||||||||
| (In thousands) | 2021 | 2020 | ||||||||||||
| Net prior service cost | $ | 1,242 | $ | 1,325 | ||||||||||
| Net actuarial loss | 615 | 869 | ||||||||||||
| Total recognized in accumulated other comprehensive income | $ | 1,857 | $ | 2,194 | ||||||||||
The amount expected to be amortized from other comprehensive income into net periodic postretirement cost over the next fiscal year is $83 thousand.
The discount rates used in the measurement of the postretirement plan obligations are determined by comparing the expected future retirement payment cash flows of the plans to the Above Median FTSE Pension Discount Curve as of the measurement date.
The assumed discount rates on a weighted-average basis were 2.30% and 2.16% as of December 31, 2021 and December 31, 2020, respectively. The Company has fixed contributions, therefore, the annual rate of increase in healthcare costs is not used in measuring the accumulated post-retirement benefit medical obligation.
For participants in the LTC plan covered by insurance policies, no increase in annual premiums is assumed based on the history of the corresponding insurance provider.
Estimated benefit payments under the post-retirement benefit plan over the next ten years at December 31, 2021 are as follows:
| Year | Payments (In thousands) | |||||||
| 2022 | 126 | |||||||
| 2023 | 122 | |||||||
| 2024 | 121 | |||||||
| 2025 | 117 | |||||||
| 2026 - 2031 | 624 | |||||||
F-56
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
401(k) Plan
The Company provides a 401(k) Plan in which most eligible employees participate. Expense related to the plan was $3.2 million in 2021, $3.5 million in 2020, and $4.1 million in 2019.
Employee Stock Ownership Plan (“ESOP”)
As part of the SI Financial acquisition in 2019, the Company acquired an ESOP plan that was frozen and terminated prior to the completion of the transaction. On acquisition date, all amounts in the plan were vested and the loan under the plans was repaid from the sale proceeds of unallocated shares.
Other Plans
The Company maintains supplemental executive retirement plans (“SERPs”) for select current and former executives. Benefits generally commence no earlier than age and are payable either as an annuity or as a lump sum at the executive’s option. Most of these SERPs were assumed in connection with acquisitions. At year-end 2021 and 2020, the accrued liability for these SERPs was $20.0 million and $20.1 million, respectively. SERP expense was $2.0 million in 2021, $2.0 million in 2020, and $0.9 million in 2019, and is recognized over the required service period.
The Company has endorsement split-dollar arrangements pertaining to certain current and former executives and directors. Under these arrangements, the Company purchased policies insuring the lives of the executives and directors, and separately entered into agreements to split the policy benefits with the individuals. There are no post-retirement benefits associated with these policies. The Company also assumed split-dollar life insurance agreements from multiple prior acquisitions. The accrued liability for these split-dollar arrangements was $7.8 million as of year-end 2021 and $7.9 million as of year-end 2020.
F-57
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 15. INCOME TAXES
Provision for Income Taxes
The components of the Company’s provision for income taxes for the years ended December 31, 2021, 2020, and 2019 were, as follows:
| (In thousands) | 2021 | 2020 | 2019 | |||||||||||||||||
| Current: | ||||||||||||||||||||
| Federal tax expense/(benefit) | $ | 17,340 | $ | (19,889) | $ | 16,576 | ||||||||||||||
| State tax expense/(benefit) | 7,580 | (3,976) | 5,323 | |||||||||||||||||
Total current tax expense/(benefit) (1) | 24,920 | (23,865) | 21,899 | |||||||||||||||||
| Deferred: | ||||||||||||||||||||
| Federal tax expense | 5,125 | 2,048 | 908 | |||||||||||||||||
| State tax expense/(benefit) | 112 | 1,964 | (344) | |||||||||||||||||
| Total deferred tax expense | 5,237 | 4,012 | 564 | |||||||||||||||||
| Change in valuation allowance | 200 | — | — | |||||||||||||||||
| Income tax expense/(benefit) from continuing operations | $ | 30,357 | $ | (19,853) | $ | 22,463 | ||||||||||||||
| Income tax (benefit) from discontinued operations | — | (7,013) | (1,468) | |||||||||||||||||
| Total | $ | 30,357 | $ | (26,866) | $ | 20,995 | ||||||||||||||
(1) On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") was signed into law. The CARES Act includes several provisions that temporarily modify the corporate net operating loss (“NOL”) carryback rules for federal income tax purposes. Specifically, the CARES Act allows a five-year carryback of any NOL generated in a taxable year beginning after December 31, 2017, and before January 1, 2021. The Company recorded a $6 million federal income tax benefit in 2020, and an additional $500 thousand benefit in 2021 resulting from the carryback of its 2020 NOL to recover federal income taxes paid in 2015 through 2018 at a 35% federal income tax rate.
Effective Tax Rate
The following is a reconciliation of the statutory federal income tax rate to the Company’s effective tax rate for the years ended December 31, 2021, 2020, and 2019:
| 2021 | 2020 | 2019 | ||||||||||||||||||||||||||||||||||||
| (In thousands, except rates) | Amount | Rate | Amount | Rate | Amount | Rate | ||||||||||||||||||||||||||||||||
| Statutory tax rate | $ | 31,294 | 21.0 | % | $ | (111,936) | 21.0 | % | $ | 26,037 | 21.0 | % | ||||||||||||||||||||||||||
| Increase (decrease) resulting from: | ||||||||||||||||||||||||||||||||||||||
| State taxes, net of federal tax benefit | 6,077 | 4.1 | (1,589) | 0.3 | 3,641 | 2.9 | ||||||||||||||||||||||||||||||||
| Tax exempt income - investments, net | (3,475) | (2.3) | (3,184) | 0.6 | (3,527) | (2.8) | ||||||||||||||||||||||||||||||||
| Bank-owned life insurance | (1,348) | (0.9) | (1,283) | 0.3 | (1,305) | (1.1) | ||||||||||||||||||||||||||||||||
| Goodwill impairment | — | — | 103,912 | (19.5) | — | — | ||||||||||||||||||||||||||||||||
| Non-deductible merger costs | — | — | — | — | 122 | 0.1 | ||||||||||||||||||||||||||||||||
| Tax credits, net of basis reduction | (2,881) | (1.9) | (1,812) | 0.3 | (3,531) | (2.8) | ||||||||||||||||||||||||||||||||
| Change in valuation allowance | 200 | 0.1 | — | — | — | — | ||||||||||||||||||||||||||||||||
| Tax rate benefit on net operating loss carryback | (493) | (0.3) | (6,040) | 1.1 | — | — | ||||||||||||||||||||||||||||||||
| Other, net | 983 | 0.6 | 2,079 | (0.4) | 1,026 | 0.8 | ||||||||||||||||||||||||||||||||
| Effective tax rate | $ | 30,357 | 20.4 | % | $ | (19,853) | 3.7 | % | $ | 22,463 | 18.1 | % | ||||||||||||||||||||||||||
F-58
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Deferred Tax Assets and Liabilities
As of December 31, 2021 and 2020, significant components of the Company’s deferred tax assets and liabilities were, as follows:
| (In thousands) | 2021 | 2020 | ||||||||||||
| Deferred tax assets: | ||||||||||||||
| Allowance for credit losses | $ | 30,441 | $ | 35,650 | ||||||||||
| Unrealized capital loss on tax credit investments | 1,451 | 2,360 | ||||||||||||
| Net unrealized loss on securities available for sale and pension in OCI | 1,085 | — | ||||||||||||
| Employee benefit plans | 8,435 | 7,607 | ||||||||||||
| Purchase accounting adjustments | 4,829 | 8,843 | ||||||||||||
| Net operating loss carryforwards | 1,139 | 1,753 | ||||||||||||
| Deferred loan fees | 2,449 | — | ||||||||||||
| Lease liability | 14,940 | 20,119 | ||||||||||||
| Premises and equipment | 1,850 | 1,097 | ||||||||||||
| Nonaccrual interest | 1,722 | 1,780 | ||||||||||||
| Other | 1,845 | 1,733 | ||||||||||||
| Deferred tax assets, net before valuation allowances | 70,186 | 80,942 | ||||||||||||
| Valuation allowance | (400) | (200) | ||||||||||||
| Deferred tax assets, net of valuation allowances | $ | 69,786 | $ | 80,742 | ||||||||||
| Deferred tax liabilities: | ||||||||||||||
| Net unrealized gain on securities available for sale and pension in OCI | $ | — | $ | (10,602) | ||||||||||
| Loan servicing rights | (1,488) | (1,674) | ||||||||||||
| Deferred loan fees | — | (368) | ||||||||||||
| Intangible amortization | (545) | (2,277) | ||||||||||||
| Unamortized tax credit reserve | (1,075) | (1,086) | ||||||||||||
| Right-of-use asset | (14,058) | (18,365) | ||||||||||||
| Deferred tax liabilities | $ | (17,166) | $ | (34,372) | ||||||||||
| Deferred tax assets, net | $ | 52,620 | $ | 46,370 | ||||||||||
The Company’s net deferred tax asset increased by $6.3 million during 2021.
Deferred tax assets, net of valuation allowances, are expected to be realized through the reversal of existing taxable temporary differences and future taxable income.
F-59
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Valuation Allowances
The components of the Company’s valuation allowance on its deferred tax asset, net as of December 31, 2021 and 2020 were, as follows:
| (in thousands) | 2021 | 2020 | ||||||||||||
| State valuation allowances | $ | (400) | $ | (200) | ||||||||||
The state tax basis difference, net of Federal benefit, was originally recorded in 2012, due to management’s assessment that it is more likely than not that certain deferred tax assets recorded for the difference between the book basis and the state tax basis in certain tax credit limited partnership investments (LPs) will not be realized. Management anticipates that the remaining excess state tax basis will be realized as a capital loss upon disposition, and that it is unlikely that the Company will have capital gains against which to offset such capital losses. The Company has established an additional $200 thousand valuation allowance in 2021 as management anticipates that a portion of the state net operating loss carryforwards may not be utilized.
The valuation allowance as of December 31, 2021 is subject to change in the future as the Company continues to periodically assess the likelihood of realizing its deferred tax assets.
Tax Attributes
At December 31, 2021, the Company has $2.5 million of federal net operating loss carryforwards, the utilization of which are limited under Internal Revenue Code Section 382. These net operating losses begin to expire in 2029. The related deferred tax asset is $527 thousand.
State net operating loss carryforwards, net of valuation allowance described above, are expected to be utilized in the future and begin to expire in 2023. The related gross deferred tax asset is $612 thousand.
Unrecognized Tax Benefits
On a periodic basis, the Company evaluates its income tax positions based on tax laws and regulations and financial reporting considerations, and records adjustments as appropriate. This evaluation takes into consideration the status of taxing authorities’ current examinations of the Company’s tax returns, recent positions taken by the taxing authorities on similar transactions, if any, and the overall tax environment in relation to uncertain tax positions.
The following table presents changes in unrecognized tax benefits for the years ended December 31, 2021, 2020, and 2019:
| (In thousands) | 2021 | 2020 | 2019 | |||||||||||||||||
| Unrecognized tax benefits at January 1 | $ | 516 | $ | 238 | $ | 467 | ||||||||||||||
| Increase in gross amounts of tax positions related to prior years | 509 | 309 | 26 | |||||||||||||||||
| Decrease in gross amounts of tax positions related to prior years | — | — | — | |||||||||||||||||
| Decrease due to settlement with taxing authority | — | — | (185) | |||||||||||||||||
| Decrease due to lapse in statute of limitations | — | (31) | (70) | |||||||||||||||||
| Unrecognized tax benefits at December 31 | $ | 1,025 | $ | 516 | $ | 238 | ||||||||||||||
It is reasonably possible that over the next twelve months the amount of unrecognized tax benefits may change from the reevaluation of uncertain tax positions arising in examinations, in appeals, or in the courts, or from the closure of tax statutes. The Company does not expect any significant changes in unrecognized tax benefits during the next twelve months.
All of the Company’s unrecognized tax benefits, if recognized, would be recorded as a component of income tax expense, therefore, affecting the effective tax rate. The Company recognizes interest and penalties, if any, related to the liability for uncertain tax positions as a component of income tax expense. The accrual for interest and penalties was not material for all years presented.
F-60
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction as well as in various states. In the normal course of business, the Company is subject to U.S. federal, state, and local income tax examinations by tax authorities. The Company is no longer subject to examination for tax years prior to 2018 including any related income tax filings from its recent acquisitions. The Company has been selected for a limited scope audit in the state of New York for tax year 2020.
F-61
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 16. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
At year-end 2021, the Company held derivatives with a total notional amount of $3.7 billion. The Company had economic hedges and non-hedging derivatives totaling $3.7 billion and $8.2 million, respectively, which are not designated as hedges for accounting purposes and are therefore recorded at fair value with changes in fair value recorded directly through earnings. Economic hedges included interest rate swaps totaling $3.4 billion, risk participation agreements with dealer banks of $321.0 million, and $6.4 million in forward commitment contracts.
As part of the Company’s risk management strategy, the Company enters into interest rate swap agreements to mitigate the interest rate risk inherent in certain of the Company’s assets and liabilities. Interest rate swap agreements involve the risk of dealing with both Bank customers and institutional derivative counterparties and their ability to meet contractual terms. The agreements are entered into with counterparties that meet established credit standards and contain master netting and collateral provisions protecting the at-risk party. The derivatives program is overseen by the Risk Management Committee of the Company’s Board of Directors. Based on adherence to the Company’s credit standards and the presence of the netting and collateral provisions, the Company believes that the credit risk inherent in these contracts was not significant at December 31, 2021.
The Company pledged collateral to derivative counterparties in the form of cash totaling $43.7 million and securities with an amortized cost of $34.8 million and a fair value of $34.9 million at year-end 2021. At December 31, 2020, the Company pledged cash collateral of $75.1 million and securities with an amortized cost of $37.5 million and a fair value of $37.8 million. The Company does not typically require its commercial customers to post cash or securities as collateral on its program of back-to-back economic hedges. However certain language is written into the International Swaps Dealers Association, Inc. (“ISDA”) and loan documents where, in default situations, the Bank is allowed to access collateral supporting the loan relationship to recover any losses suffered on the derivative asset or liability. The Company may need to post additional collateral in the future in proportion to potential increases in unrealized loss positions.
Information about interest rate swap agreements and non-hedging derivative assets and liabilities at December 31, 2021 follows:
| Notional Amount | Weighted Average Maturity | Weighted Average Rate | Estimated Fair Value Asset (Liability) | |||||||||||||||||||||||||||||
| December 31, 2021 | Received | Contract pay rate | ||||||||||||||||||||||||||||||
| (In thousands) | (In years) | (In thousands) | ||||||||||||||||||||||||||||||
| Economic hedges: | ||||||||||||||||||||||||||||||||
| Interest rate swap on tax advantaged economic development bond | $ | 7,879 | 7.9 | 0.47 | % | 5.09 | % | $ | (1,158) | |||||||||||||||||||||||
| Interest rate swaps on loans with commercial loan customers | 1,684,238 | 5.8 | 3.99 | % | 1.91 | % | 74,348 | |||||||||||||||||||||||||
| Reverse interest rate swaps on loans with commercial loan customers (1) | 1,684,238 | 5.8 | 1.91 | % | 3.99 | % | (30,454) | |||||||||||||||||||||||||
| Risk participation agreements with dealer banks | 320,981 | 5.8 | 432 | |||||||||||||||||||||||||||||
| Forward sale commitments | 6,377 | 0.2 | 134 | |||||||||||||||||||||||||||||
| Total economic hedges | 3,703,713 | 43,302 | ||||||||||||||||||||||||||||||
| Non-hedging derivatives: | ||||||||||||||||||||||||||||||||
| Commitments to lend | 8,192 | 0.2 | 124 | |||||||||||||||||||||||||||||
| Total non-hedging derivatives | 8,192 | 124 | ||||||||||||||||||||||||||||||
| Total | $ | 3,711,905 | $ | 43,426 | ||||||||||||||||||||||||||||
(1) Fair value estimates include the impact of $45.7 million settled to market contract agreements.
F-62
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Information about interest rate swap agreements and non-hedging derivative asset and liabilities at December 31, 2020 follows:
| Notional Amount | Weighted Average Maturity | Weighted Average Rate | Estimated Fair Value Asset (Liability) | |||||||||||||||||||||||||||||
| December 31, 2020 | Received | Contract pay rate | ||||||||||||||||||||||||||||||
| (In thousands) | (In years) | (In thousands) | ||||||||||||||||||||||||||||||
| Economic hedges: | ||||||||||||||||||||||||||||||||
| Interest rate swap on tax advantaged economic development bond | $ | 8,654 | 8.9 | 0.52 | % | 5.09 | % | $ | (1,778) | |||||||||||||||||||||||
| Interest rate swaps on loans with commercial loan customers | 1,734,978 | 6.1 | 4.15 | % | 1.95 | % | 159,016 | |||||||||||||||||||||||||
| Reverse interest rate swaps on loans with commercial loan customers (1) | 1,734,978 | 6.1 | 1.95 | % | 4.15 | % | (64,645) | |||||||||||||||||||||||||
| Risk participation agreements with dealer banks | 326,862 | 8.0 | 665 | |||||||||||||||||||||||||||||
| Forward sale commitments | 11,544 | 0.2 | 320 | |||||||||||||||||||||||||||||
| Total economic hedges | 3,817,016 | 93,578 | ||||||||||||||||||||||||||||||
| Non-hedging derivatives: | ||||||||||||||||||||||||||||||||
| Commitments to lend | 40,099 | 0.2 | 735 | |||||||||||||||||||||||||||||
| Total non-hedging derivatives | 40,099 | 735 | ||||||||||||||||||||||||||||||
| Total | $ | 3,857,115 | $ | 94,313 | ||||||||||||||||||||||||||||
(1) Fair value estimates include the impact of $97.6 million settled to market contract agreements.
F-63
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Economic hedges
As of December 31, 2021 the Company has an interest rate swap with a $7.9 million notional amount to swap out the fixed rate of interest on an economic development bond bearing a fixed rate of 5.09%, currently within the Company’s trading portfolio under the fair value option, in exchange for a LIBOR-based floating rate. The intent of the economic hedge is to improve the Company’s asset sensitivity to changing interest rates in anticipation of favorable average floating rates of interest over the 21-year life of the bond. The fair value changes of the economic development bond are mostly offset by fair value changes of the related interest rate swap.
The Company also offers certain derivative products directly to qualified commercial borrowers. The Company economically hedges derivative transactions executed with commercial borrowers by entering into mirror-image, offsetting derivatives with third-party financial institutions. The transaction allows the Company’s customer to convert a variable-rate loan to a fixed rate loan. Because the Company acts as an intermediary for its customer, changes in the fair value of the underlying derivative contracts mostly offset each other in earnings. Credit valuation loss adjustments arising from the difference in credit worthiness of the commercial loan and financial institution counterparties totaled $0.9 million at year-end 2021. The interest income and expense on these mirror image swaps exactly offset each other.
The Company has risk participation agreements with dealer banks. Risk participation agreements occur when the Company participates on a loan and a swap where another bank is the lead. The Company earns a fee to take on the risk associated with having to make the lead bank whole on Berkshire’s portion of the pro-rated swap should the borrower default.
The Company utilizes forward sale commitments to hedge interest rate risk and the associated effects on the fair value of interest rate lock commitments and loans held for sale. The forward sale commitments are accounted for as derivatives with changes in fair value recorded in current period earnings. Forward sale commitments are
included in discontinued operations.
The company uses the following types of forward sale commitments contracts:
•Best efforts loan sales,
•Mandatory delivery loan sales, and
•To be announced (TBA) mortgage-backed securities sales.
A best efforts contract refers to a loan sales agreement where the Company commits to deliver an individual mortgage loan of a specified principal amount and quality to an investor if the loan to the underlying borrower closes. The Company may enter into a best efforts contract once the price is known, which is shortly after the potential borrower’s interest rate is locked.
A mandatory delivery contract is a loan sales agreement where the Company commits to deliver a certain principal amount of mortgage loans to an investor at a specified price on or before a specified date. Generally, the Company may enter into mandatory delivery contracts shortly after the loan closes with a customer.
The Company may sell to-be-announced mortgage-backed securities to hedge the changes in fair value of interest rate lock commitments and held for sale loans, which do not have corresponding best efforts or mandatory delivery contracts. These security sales transactions are closed once mandatory contracts are written. On the closing date the price of the security is locked-in, and the sale is paired-off with a purchase of the same security. Settlement of the security purchase/sale transaction is done with cash on a net-basis.
F-64
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Non-hedging derivatives
The Company enters into commitments to lend for residential mortgage loans, which commit the Company to lend funds to a potential borrower at a specific interest rate and within a specified period of time. Commitments that relate to the origination of mortgage loans that will be held for sale are considered derivative financial instruments under applicable accounting guidance. Outstanding commitments expose the Company to the risk that the price of the mortgage loans underlying the commitments may decline due to increases in mortgage interest rates from inception of the rate lock to the funding of the loan. The commitments are free-standing derivatives which are carried at fair value with changes recorded in non-interest income in the Company’s Consolidated Statements of Operations. Changes in the fair value of commitments subsequent to inception are based on changes in the fair value of the underlying loan resulting from the fulfillment of the commitment and changes in the probability that the loan will fund within the terms of the commitment, which is affected primarily by changes in interest rates and the passage of time. Commitments to lend are included in discontinued operations.
Amounts included in the Consolidated Statements of Operations related to economic hedges and non-hedging derivatives were as follows:
| Years Ended December 31, | ||||||||||||||||||||
| (In thousands) | 2021 | 2020 | 2019 | |||||||||||||||||
| Economic hedges | ||||||||||||||||||||
| Interest rate swap on industrial revenue bond: | ||||||||||||||||||||
| Unrealized gain/(loss) recognized in other non-interest income | $ | 619 | $ | (289) | $ | (248) | ||||||||||||||
| Interest rate swaps on loans with commercial loan customers: | ||||||||||||||||||||
| Unrealized (loss)/gain recognized in other non-interest income | (86,099) | 85,206 | 65,098 | |||||||||||||||||
| Favorable/(unfavorable) change in credit valuation adjustment recognized in other non-interest income | 1,431 | (1,516) | (1,214) | |||||||||||||||||
| Reverse interest rate swaps on loans with commercial loan customers: | ||||||||||||||||||||
| Unrealized gain/(loss) recognized in other non-interest income | 86,099 | (85,206) | (65,098) | |||||||||||||||||
| Risk Participation Agreements: | ||||||||||||||||||||
| Unrealized (loss)/gain recognized in other non-interest income | (233) | 345 | 83 | |||||||||||||||||
| Forward Commitments: | ||||||||||||||||||||
| Unrealized (loss)/gain recognized in discontinued operations | (186) | 547 | 507 | |||||||||||||||||
| Realized (loss) in discontinued operations | — | (8,205) | (9,195) | |||||||||||||||||
| Non-hedging derivatives | ||||||||||||||||||||
| Commitments to lend: | ||||||||||||||||||||
| Unrealized (loss)/gain recognized in discontinued operations | $ | (611) | $ | (1,893) | $ | (1,299) | ||||||||||||||
| Realized gain in discontinued operations | — | 15,672 | 57,699 | |||||||||||||||||
| Realized gain in other non-interest income | 2,854 | — | — | |||||||||||||||||
F-65
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Assets and Liabilities Subject to Enforceable Master Netting Arrangements
Interest Rate Swap Agreements (“Swap Agreements”)
The Company enters into swap agreements to facilitate the risk management strategies for commercial banking customers. The Company mitigates this risk by entering into equal and offsetting swap agreements with highly rated third party financial institutions. The swap agreements are free-standing derivatives and are recorded at fair value in the Company’s Consolidated Balance Sheets. The Company is party to master netting arrangements with its financial institution counterparties; however, the Company does not offset assets and liabilities under these arrangements for financial statement presentation purposes. The master netting arrangements provide for a single net settlement of all swap agreements, as well as collateral, in the event of default on, or termination of, any one contract. Collateral generally in the form of marketable securities is received or posted by the counterparty with net liability positions, respectively, in accordance with contract thresholds.
The Company had net asset positions with its financial institution counterparties totaling $2.2 million and $1.0 million as of December 31, 2021 and December 31, 2020, respectively. The Company had net asset positions with its commercial banking counterparties totaling $76.8 million and $159.0 million as of December 31, 2021 and December 31, 2020, respectively.
The Company had net liability positions with its financial institution counterparties totaling $33.3 million and $66.8 million as of December 31, 2021 and December 31, 2020, respectively. The Company had net liability positions with its commercial banking counterparties totaling $2.5 million as of December 31, 2021. The Company had no net liability positions with its commercial banking counterparties as of December 31, 2020. The Company has collateral pledged to cover this liability.
The following table presents the assets and liabilities subject to an enforceable master netting arrangement as of December 31, 2021 and December 31, 2020:
Offsetting of Financial Assets and Derivative Assets
| Gross Amounts of Recognized Assets | Gross Amounts Offset in the Statements of Condition | Net Amounts of Assets Presented in the Statements of Condition | Gross Amounts Not Offset in the Statements of Condition | |||||||||||||||||||||||||||||||||||
| Financial Instruments | Cash Collateral Received | |||||||||||||||||||||||||||||||||||||
| (in thousands) | Net Amount | |||||||||||||||||||||||||||||||||||||
| As of December 31, 2021 | ||||||||||||||||||||||||||||||||||||||
| Interest Rate Swap Agreements: | ||||||||||||||||||||||||||||||||||||||
| Institutional counterparties | $ | 2,223 | $ | (75) | $ | 2,148 | $ | — | $ | — | $ | 2,148 | ||||||||||||||||||||||||||
| Commercial counterparties | 76,809 | — | 76,809 | — | — | 76,809 | ||||||||||||||||||||||||||||||||
| Total | $ | 79,032 | $ | (75) | $ | 78,957 | $ | — | $ | — | $ | 78,957 | ||||||||||||||||||||||||||
Offsetting of Financial Liabilities and Derivative Liabilities
| Gross Amounts of Recognized Liabilities | Gross Amounts Offset in the Statements of Condition | Net Amounts of Liabilities Presented in the Statement of Condition | Gross Amounts Not Offset in the Statements of Condition | |||||||||||||||||||||||||||||||||||
| Financial Instruments | Cash Collateral Received | |||||||||||||||||||||||||||||||||||||
| (in thousands) | Net Amount | |||||||||||||||||||||||||||||||||||||
| As of December 31, 2021 | ||||||||||||||||||||||||||||||||||||||
| Interest Rate Swap Agreements: | ||||||||||||||||||||||||||||||||||||||
| Institutional counterparties | $ | (78,146) | $ | 44,814 | $ | (33,332) | $ | 34,896 | $ | 43,694 | $ | 45,258 | ||||||||||||||||||||||||||
| Commercial counterparties | (2,461) | — | (2,461) | — | — | (2,461) | ||||||||||||||||||||||||||||||||
| Total | $ | (80,607) | $ | 44,814 | $ | (35,793) | $ | 34,896 | $ | 43,694 | $ | 42,797 | ||||||||||||||||||||||||||
F-66
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Offsetting of Financial Assets and Derivative Assets
| Gross Amounts of Recognized Assets | Gross Amounts Offset in the Statements of Condition | Net Amounts of Assets Presented in the Statements of Condition | Gross Amounts Not Offset in the Statements of Condition | |||||||||||||||||||||||||||||||||||
| Financial Instruments | Cash Collateral Received | |||||||||||||||||||||||||||||||||||||
| (in thousands) | Net Amount | |||||||||||||||||||||||||||||||||||||
| As of December 31, 2020 | ||||||||||||||||||||||||||||||||||||||
| Interest Rate Swap Agreements: | ||||||||||||||||||||||||||||||||||||||
| Institutional counterparties | $ | 1,124 | $ | (78) | $ | 1,046 | $ | — | $ | — | $ | 1,046 | ||||||||||||||||||||||||||
| Commercial counterparties | 159,016 | — | 159,016 | — | — | 159,016 | ||||||||||||||||||||||||||||||||
| Total | $ | 160,140 | $ | (78) | $ | 160,062 | $ | — | $ | — | $ | 160,062 | ||||||||||||||||||||||||||
Offsetting of Financial Liabilities and Derivative Liabilities
| Gross Amounts of Recognized Liabilities | Gross Amounts Offset in the Statements of Condition | Net Amounts of Liabilities Presented in the Statement of Condition | Gross Amounts Not Offset in the Statements of Condition | ||||||||||||||||||||||||||||||||
| Financial Instruments | Cash Collateral Received | ||||||||||||||||||||||||||||||||||
| (in thousands) | Net Amount | ||||||||||||||||||||||||||||||||||
| As of December 31, 2020 | |||||||||||||||||||||||||||||||||||
| Interest Rate Swap Agreements: | |||||||||||||||||||||||||||||||||||
| Institutional counterparties | $ | (164,543) | $ | 97,740 | $ | (66,803) | $ | 37,815 | $ | 75,070 | $ | 46,082 | |||||||||||||||||||||||
| Commercial counterparties | — | — | — | — | — | — | |||||||||||||||||||||||||||||
| Total | $ | (164,543) | $ | 97,740 | $ | (66,803) | $ | 37,815 | $ | 75,070 | $ | 46,082 | |||||||||||||||||||||||
F-67
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 17. LEASES
Substantially all of the leases in which the Company is the lessee are comprised of real estate property for branches, ATM locations, and office space. Most of the Company’s leases are classified as operating leases. At December 31, 2021 lease expiration dates ranged from 1 month to 18 years.
The following table represents the Consolidated Balance Sheets classification of the Company’s right-of-use (“ROU”) assets and lease liabilities:
| (In thousands) | December 31, 2021 | December 31, 2020 | ||||||||||||||||||
| Lease Right-of-Use Assets | Classification | |||||||||||||||||||
| Operating lease right-of-use assets | $ | 52,180 | $ | 60,018 | ||||||||||||||||
| Finance lease right-of-use assets | 6,674 | 7,197 | ||||||||||||||||||
| Total Lease Right-of-Use Assets | $ | 58,854 | $ | 67,215 | ||||||||||||||||
| Lease Liabilities | ||||||||||||||||||||
| Operating lease liabilities | $ | 55,674 | $ | 63,894 | ||||||||||||||||
| Finance lease liabilities | 9,862 | 10,383 | ||||||||||||||||||
| Total Lease Liabilities | $ | 65,536 | $ | 74,277 | ||||||||||||||||
Supplemental information related to leases was as follows:
| December 31, 2021 | December 31, 2020 | ||||||||||
| Weighted-Average Remaining Lease Term (in years) | |||||||||||
| Operating leases | 9.5 | 9.8 | |||||||||
| Finance leases | 12.8 | 13.8 | |||||||||
| Weighted-Average Discount Rate | |||||||||||
| Operating leases | 2.77 | % | 2.81 | % | |||||||
| Finance leases | 5.00 | % | 5.00 | % | |||||||
The Company has lease agreements with lease and non-lease components, which are generally accounted for separately. For real estate leases, non-lease components and other non-components, such as common area maintenance charges, real estate taxes, and insurance are not included in the measurement of the lease liability since they are generally able to be segregated.
The Company does not have any material sub-lease agreements.
Lease expense for operating leases for the year ended December 31, 2021 was $10.9 million. Variable lease components, such as consumer price index adjustments, are expensed as incurred and not included in ROU assets and operating lease liabilities.
Lease expense for operating leases for the year ended December 31, 2020 was $13.5 million, of which $1.2 million was related to FCLS and is reported as discontinued operations. Variable lease components, such as consumer price index adjustments, are expensed as incurred and not included in ROU assets and operating lease liabilities.
F-68
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Supplemental cash flow information related to leases was as follows:
| (In thousands) | December 31, 2021 | December 31, 2020 | ||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||||||||||||
Operating cash flows from operating leases (1) | $ | 10,897 | $ | 13,750 | ||||||||||
| Operating cash flows from finance leases | 503 | 530 | ||||||||||||
| Financing cash flows from finance leases | 528 | 500 | ||||||||||||
| Right-of-use assets obtained in exchange for lease obligations: | ||||||||||||||
Operating leases (1) | 2,976 | 7,083 | ||||||||||||
| Finance leases | — | — | ||||||||||||
(1) Includes operating cash flows from operating leases related to discontinued operations of $1.2 million at December 31, 2020.
The following table presents a maturity analysis of the Company’s lease liability by lease classification at December 31, 2021:
| (In thousands) | Operating Leases | Finance Leases | ||||||||||||
| 2021 | $ | 9,774 | $ | 1,031 | ||||||||||
| 2022 | 8,569 | 1,037 | ||||||||||||
| 2023 | 7,546 | 1,037 | ||||||||||||
| 2024 | 5,859 | 1,037 | ||||||||||||
| 2025 | 4,639 | 1,037 | ||||||||||||
| Thereafter | 27,568 | 8,185 | ||||||||||||
| Total undiscounted lease payments | 63,955 | 13,364 | ||||||||||||
| Less amounts representing interest | (8,281) | (3,502) | ||||||||||||
| Lease liability | $ | 55,674 | $ | 9,862 | ||||||||||
F-69
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 18. OTHER COMMITMENTS, CONTINGENCIES, AND OFF-BALANCE SHEET ACTIVITIES
In December 2019, a novel strain of coronavirus (“COVID-19”) was reported to have surfaced in China and has since spread to a number of other countries, including the United States. In March 2020, the World Health Organization declared COVID-19 a global pandemic and the United States declared a National Public Health Emergency. The impact of the COVID-19 pandemic is fluid and continues to evolve, which is adversely affecting some of the Company’s clients. The COVID-19 pandemic and its associated impacts on trade (including supply chains and export levels), travel, employee productivity, unemployment, consumer spending, and other economic activities has resulted in less economic activity, lower equity market valuations and significant volatility and disruption in financial markets and has had an adverse effect on the Company’s business, financial condition and results of operations. The ultimate extent of the impact of the COVID-19 pandemic on the Company’s business, financial condition and results of operations is currently uncertain and will depend on various developments and other factors, including, among others, the duration and scope of the pandemic, as well as governmental, regulatory and private sector responses to the pandemic, and the associated impacts on the economy, financial markets, and our clients, employees, and vendors.
The Company’s business, financial condition and results of operations generally rely upon the ability of the Company’s borrowers to repay their loans, the value of collateral underlying the Company’s secured loans, and demand for loans and other products and services the Company offers, which are highly dependent on the business environment in the Company’s primary markets where it operates and in the United States as a whole. During 2020, the Company’s results of operations were negatively impacted by full impairment of the Company's goodwill, an increase in its provision for credit losses and related allowance for credit losses, a decline in the fair value of its equity portfolio, and a decline in valuation of assets.
These circumstances could cause the Company to experience a material adverse effect on our business operations, asset valuations, financial condition, results of operations and prospects. Material adverse impacts may include all or a combination of valuation impairments on the Company’s intangible assets, investments, loans, loan servicing rights, deferred tax assets, lease right-of-use assets, or counter-party risk derivatives.
Beginning in March 2020, the Company has offered three-month payment deferrals for customers with a current payment status who were negatively impacted by economic disruption caused by the COVID-19 pandemic. As of December 31, 2021, the Company had modified 19 loans with a carrying value of $14.4 million. As of December 31, 2020, the Company had 746 active modified loans outstanding with a carrying value of $316.1 million, which excluded loans returning to payment or awaiting evaluation for further deferral. The Company continues to accrue interest on these loans during the deferral period. In accordance with interagency guidance issued in March 2020 and Section 4013 (Temporary Relief from Troubled Debt Restructurings) of the CARES Act, these short-term deferrals are not considered troubled debt restructurings (“TDRs”) unless the borrower was previously experiencing financial difficulty. In addition, the risk-ratings on COVID-19 modified loans did not automatically change as a result of payment deferrals, and these loans will not be considered past due until after the deferral period is over and scheduled payments resume.
F-70
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Credit Related Financial Instruments. The Company is a party to 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 and standby letters of credit. Such commitments involve, to varying degrees, elements of credit, and interest rate risk in excess of the amount recognized in the accompanying Consolidated Balance Sheets.
The Company’s exposure to credit loss in the event of non-performance by the other party to the financial instrument is represented by the contractual amount of these commitments. The Company uses the same credit policies in making commitments as it does for on-balance-sheet instruments. A summary of financial instruments outstanding whose contract amounts represent credit risk is as follows at year-end:
| (In thousands) | 2021 | 2020 | ||||||||||||
| Commitments to originate new loans | $ | 588,034 | $ | 211,485 | ||||||||||
| Unused funds on commercial and other lines of credit | 902,598 | 944,678 | ||||||||||||
| Unadvanced funds on home equity lines of credit | 334,784 | 371,080 | ||||||||||||
| Unadvanced funds on construction and real estate loans | 340,336 | 226,736 | ||||||||||||
| Standby letters of credit | 14,475 | 24,501 | ||||||||||||
| Total | $ | 2,180,227 | $ | 1,778,480 | ||||||||||
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 lines of credit may expire without being drawn upon. Therefore, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis.
Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. These letters of credit are primarily issued to support borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Company considers standby letters of credit to be guarantees and the amount of the recorded liability related to such guarantees was not material at year-end 2021 and 2020.
Employment and Change in Control Agreements. The Company and the Bank have change in control agreements with several officers which provide a severance payment in the event employment is terminated in conjunction with a defined change in control.
Legal Claims. Various legal claims arise from time to time in the normal course of business. As of December 31, 2021, neither the Company nor the Bank was involved in any pending legal proceedings believed by management to be material, that are not accrued for, to the Company’s financial condition or results of operations.
F-71
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 19. SHAREHOLDERS’ EQUITY AND EARNINGS PER COMMON SHARE
Minimum Regulatory Capital Requirements
The Company and Bank are subject to various regulatory capital requirements administered by the federal and state banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if imposed, could have a direct material impact on the Company’s Consolidated Financial Statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and Bank must meet specific capital guidelines that involve quantitative measures of its assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weighting and other factors.
Quantitative measures established by regulation to ensure capital adequacy require the Company and 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 to average assets (as defined). As of year-end 2021 and 2020, the Bank and the Company met the capital adequacy requirements. Regulators may set higher expected capital requirements in some cases based on their examinations.
At December 31, 2021, the capital levels of both the Company and the Bank exceeded all regulatory capital requirements and their regulatory capital ratios were above the minimum levels. The capital levels of both the Company and the Bank at December 31, 2021 also exceeded the minimum capital requirements including the currently applicable BASEL III capital conservation buffer of 1.875%.
As of year-end 2021 and 2020, the Bank met the conditions to be classified as “well capitalized” under the relevant regulatory framework. 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 tables.
F-72
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company and Bank’s actual and required capital amounts were as follows:
| Minimum Capital Requirement | ||||||||||||||||||||||||||
| Actual | ||||||||||||||||||||||||||
| (Dollars in thousands) | Amount | Ratio | Amount | Ratio | ||||||||||||||||||||||
| December 31, 2021 | ||||||||||||||||||||||||||
| Company (Consolidated) | ||||||||||||||||||||||||||
| Total capital to risk-weighted assets | $ | 1,359,470 | 17.32 | % | $ | 628,026 | 8.00 | % | ||||||||||||||||||
| Common Equity Tier 1 Capital to risk weighted assets | 1,178,497 | 15.01 | 353,265 | 4.50 | ||||||||||||||||||||||
| Tier 1 capital to risk-weighted assets | 1,200,732 | 15.30 | 471,020 | 6.00 | ||||||||||||||||||||||
| Tier 1 capital to average assets | 1,200,732 | 10.49 | 314,013 | 4.00 | ||||||||||||||||||||||
| Total risk-weighted assets | 7,850,331 | N/A | N/A | N/A | ||||||||||||||||||||||
| December 31, 2020 | ||||||||||||||||||||||||||
| Company (Consolidated) | ||||||||||||||||||||||||||
| Total capital to risk-weighted assets | $ | 1,337,008 | 16.10 | % | $ | 664,239 | 8.00 | % | ||||||||||||||||||
| Common Equity Tier 1 Capital to risk weighted assets | 1,145,329 | 13.79 | 373,634 | 4.50 | ||||||||||||||||||||||
| Tier 1 capital to risk-weighted assets | 1,167,512 | 14.06 | 498,179 | 6.00 | ||||||||||||||||||||||
| Tier 1 capital to average assets | 1,167,512 | 9.38 | 332,119 | 4.00 | ||||||||||||||||||||||
| Total risk-weighted assets | 8,302,987 | N/A | N/A | N/A | ||||||||||||||||||||||
| Minimum Capital Requirement | Minimum to be Well Capitalized Under Prompt Corrective Action Provisions | |||||||||||||||||||||||||||||||||||||
| Actual | ||||||||||||||||||||||||||||||||||||||
| (Dollars in thousands) | Amount | Ratio | Amount | Ratio | Amount | Ratio | ||||||||||||||||||||||||||||||||
| December 31, 2021 | ||||||||||||||||||||||||||||||||||||||
| Bank | ||||||||||||||||||||||||||||||||||||||
| Total capital to risk-weighted assets | $ | 1,244,604 | 15.87 | % | $ | 627,478 | 8.00 | % | $ | 784,348 | 10.00 | % | ||||||||||||||||||||||||||
| Common Equity Tier 1 Capital to risk weighted assets | 1,160,458 | 14.80 | 35,956 | 4.50 | 509,826 | 6.50 | ||||||||||||||||||||||||||||||||
| Tier 1 capital to risk-weighted assets | 1,160,458 | 14.80 | 470,609 | 6.00 | 627,478 | 8.00 | ||||||||||||||||||||||||||||||||
| Tier 1 capital to average assets | 1,160,458 | 10.13 | 313,739 | 4.00 | 392,174 | 5.00 | ||||||||||||||||||||||||||||||||
| Total risk-weighted assets | 7,843,477 | N/A | N/A | N/A | N/A | N/A | ||||||||||||||||||||||||||||||||
| December 31, 2020 | ||||||||||||||||||||||||||||||||||||||
| Bank | ||||||||||||||||||||||||||||||||||||||
| Total capital to risk-weighted assets | $ | 1,243,287 | 14.99 | % | $ | 663,429 | 8.00 | % | $ | 961,659 | 10.00 | % | ||||||||||||||||||||||||||
| Common Equity Tier 1 Capital to risk weighted assets | 1,148,205 | 13.85 | 373,179 | 4.50 | 625,079 | 6.50 | ||||||||||||||||||||||||||||||||
| Tier 1 capital to risk-weighted assets | 1,148,205 | 13.85 | 497,572 | 6.00 | 769,327 | 8.00 | ||||||||||||||||||||||||||||||||
| Tier 1 capital to average assets | 1,148,205 | 9.23 | 331,715 | 4.00 | 480,830 | 5.00 | ||||||||||||||||||||||||||||||||
| Total risk-weighted assets | 8,292,863 | N/A | N/A | N/A | N/A | N/A | ||||||||||||||||||||||||||||||||
F-73
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Common stock
The Bank is subject to dividend restrictions imposed by various regulators, including a limitation on the total of all dividends that the Bank may pay to the Company in any calendar year. The total of all dividends shall not exceed the Bank’s net income for the current year (as defined by statute), plus the Bank’s net income retained for the two previous years, without regulatory approval. Dividends from the Bank are an important source of funds to the Company to make dividend payments on its common and preferred stock, to make payments on its borrowings, and for its other cash needs. The ability of the Company and the Bank to pay dividends is dependent on regulatory policies and regulatory capital requirements. The ability to pay such dividends in the future may be adversely affected by new legislation or regulations, or by changes in regulatory policies relating to capital, safety and soundness, and other regulatory concerns.
The payment of dividends by the Company is subject to Delaware law, which generally limits dividends to an amount equal to an excess of the net assets of a company (the amount by which total assets exceed total liabilities) over statutory capital, or if there is no excess, to the Company’s net profits for the current and/or immediately preceding fiscal year.
Accumulated other comprehensive income
Year-end components of accumulated other comprehensive income are as follows:
| (In thousands) | 2021 | 2020 | ||||||||||||
| Other accumulated comprehensive income/(loss), before tax: | ||||||||||||||
| Net unrealized holding (loss)/gain on AFS securities | $ | (1,806) | $ | 44,988 | ||||||||||
| Net unrealized holding (loss) on pension plans | (2,518) | (3,511) | ||||||||||||
| Income taxes related to items of accumulated other comprehensive (loss)/income: | ||||||||||||||
| Net unrealized holding loss/(gain) on AFS securities | 407 | (11,530) | ||||||||||||
| Net unrealized holding loss on pension plans | 674 | 924 | ||||||||||||
| Accumulated other comprehensive (loss)/income | $ | (3,243) | $ | 30,871 | ||||||||||
F-74
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table presents the components of other comprehensive (loss)/income for the years ended December 31, 2021, 2020, and 2019:
| (In thousands) | Before Tax | Tax Effect | Net of Tax | |||||||||||||||||
| Year Ended December 31, 2021 | ||||||||||||||||||||
| Net unrealized holding (loss) on AFS securities: | ||||||||||||||||||||
| Net unrealized (loss) arising during the period | $ | (46,794) | $ | 11,937 | $ | (34,857) | ||||||||||||||
| Less: reclassification adjustment for (losses) realized in net income | — | — | — | |||||||||||||||||
| Net unrealized holding (loss) on AFS securities | (46,794) | 11,937 | (34,857) | |||||||||||||||||
| Net unrealized holding (loss) on pension plans | ||||||||||||||||||||
| Net unrealized gain arising during the period | 993 | (250) | 743 | |||||||||||||||||
| Less: reclassification adjustment for (losses) realized in net income | — | — | — | |||||||||||||||||
| Net unrealized holding (loss) on pension plans | 993 | (250) | 743 | |||||||||||||||||
| Other comprehensive loss | $ | (45,801) | $ | 11,687 | $ | (34,114) | ||||||||||||||
| (In thousands) | Before Tax | Tax Effect | Net of Tax | |||||||||||||||||
| Year Ended December 31, 2020 | ||||||||||||||||||||
| Net unrealized holding gain on AFS securities: | ||||||||||||||||||||
| Net unrealized gain arising during the period | $ | 25,721 | $ | (6,470) | $ | 19,251 | ||||||||||||||
| Less: reclassification adjustment for gains realized in net income | (5) | 1 | (4) | |||||||||||||||||
| Net unrealized holding gain on AFS securities | 25,726 | (6,471) | 19,255 | |||||||||||||||||
| Net unrealized holding (loss) on pension plans | ||||||||||||||||||||
| Net unrealized (loss) arising during the period | (489) | 112 | (377) | |||||||||||||||||
| Less: reclassification adjustment for (losses) realized in net income | — | — | — | |||||||||||||||||
| Net unrealized holding (loss) on pension plans | (489) | 112 | (377) | |||||||||||||||||
| Other comprehensive gain | $ | 25,237 | $ | (6,359) | $ | 18,878 | ||||||||||||||
| (In thousands) | Before Tax | Tax Effect | Net of Tax | |||||||||||||||||
| Year Ended December 31, 2019 | ||||||||||||||||||||
| Net unrealized holding (loss) on AFS securities: | ||||||||||||||||||||
| Net unrealized gain arising during the period | $ | 34,591 | $ | (8,890) | $ | 25,701 | ||||||||||||||
| Less: reclassification adjustment for gains realized in net income | 61 | (17) | 44 | |||||||||||||||||
| Net unrealized holding gain on AFS securities | 34,530 | (8,873) | 25,657 | |||||||||||||||||
| Net unrealized holding (loss) on pension plans | ||||||||||||||||||||
| Net unrealized (loss) arising during the period | (270) | 76 | (194) | |||||||||||||||||
| Less: reclassification adjustment for (losses) realized in net income | — | — | — | |||||||||||||||||
| Net unrealized holding loss on pension plans | (270) | 76 | (194) | |||||||||||||||||
| Other comprehensive income | $ | 34,260 | $ | (8,797) | $ | 25,463 | ||||||||||||||
F-75
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table presents the changes in each component of accumulated other comprehensive /income(loss), for the years ended December 31, 2021, 2020, and 2019:
| (in thousands) | Net unrealized holding gain (loss) on AFS Securities | Net unrealized holding gain (loss) on pension plans | Total | |||||||||||||||||
| Year Ended December 31, 2021 | ||||||||||||||||||||
| Balance at Beginning of Year | $ | 33,459 | $ | (2,588) | $ | 30,871 | ||||||||||||||
| Other comprehensive (loss)/income before reclassifications | (34,857) | 743 | (34,114) | |||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income | — | — | — | |||||||||||||||||
| Total other comprehensive (loss)/income | (34,857) | 743 | (34,114) | |||||||||||||||||
| Balance at End of Period | $ | (1,398) | $ | (1,845) | $ | (3,243) | ||||||||||||||
| Year Ended December 31, 2020 | ||||||||||||||||||||
| Balance at Beginning of Year | $ | 14,204 | $ | (2,211) | $ | 11,993 | ||||||||||||||
| Other comprehensive income/(loss) before reclassifications | 19,251 | (377) | 18,874 | |||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income | (4) | — | (4) | |||||||||||||||||
| Total other comprehensive income/(loss) | 19,255 | (377) | 18,878 | |||||||||||||||||
| Balance at End of Period | $ | 33,459 | $ | (2,588) | $ | 30,871 | ||||||||||||||
| Year Ended December 31, 2019 | ||||||||||||||||||||
| Balance at Beginning of Year | $ | (11,453) | $ | (2,017) | $ | (13,470) | ||||||||||||||
| Other comprehensive income/(loss) before reclassifications | 25,701 | (194) | 25,507 | |||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income | 44 | — | 44 | |||||||||||||||||
| Total other comprehensive income/(loss) | 25,657 | (194) | 25,463 | |||||||||||||||||
| Balance at End of Period | $ | 14,204 | $ | (2,211) | $ | 11,993 | ||||||||||||||
F-76
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table presents the amounts reclassified out of each component of accumulated other comprehensive (loss)/income for the years ended December 31, 2021, 2020, and 2019:
| Affected Line Item in the Statement Where Net Income Is Presented | ||||||||||||||||||||||||||
| Years Ended December 31, | ||||||||||||||||||||||||||
| (in thousands) | 2021 | 2020 | 2019 | |||||||||||||||||||||||
| Realized (losses)/gains on AFS securities: | ||||||||||||||||||||||||||
| $ | — | $ | (5) | $ | 61 | Non-interest income | ||||||||||||||||||||
| — | 1 | (17) | Tax expense | |||||||||||||||||||||||
| — | (4) | 44 | ||||||||||||||||||||||||
| Realized (losses) on pension plans | ||||||||||||||||||||||||||
| — | — | — | Non-interest expense | |||||||||||||||||||||||
| — | — | — | Tax expense | |||||||||||||||||||||||
| — | — | — | ||||||||||||||||||||||||
| Total reclassifications for the period | $ | — | $ | (4) | $ | 44 | ||||||||||||||||||||
F-77
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Earnings/(Loss) Per Common Share
Basic earnings/(loss) per common share (“EPS”) excludes dilution and is computed by dividing net income applicable to common stock by the weighted average number of common shares outstanding for the year. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock (such as stock options) were exercised or converted into additional common shares that would then share in the earnings of the entity. Diluted EPS is computed by dividing net income applicable to common stock by the weighted average number of common shares outstanding for the year, plus an incremental number of common-equivalent shares computed using the treasury stock method.
Earnings/(loss) per common share has been computed based on the following (average diluted shares outstanding is calculated using the treasury stock method):
| Years Ended December 31, | ||||||||||||||||||||
| (In thousands, except per share data) | 2021 | 2020 | 2019 | |||||||||||||||||
| Net income/(loss) from continuing operations | $ | 118,664 | $ | (513,175) | $ | 101,521 | ||||||||||||||
| Net (loss) from discontinued operations | — | (19,842) | (4,071) | |||||||||||||||||
| Net income/(loss) | $ | 118,664 | $ | (533,017) | $ | 97,450 | ||||||||||||||
| Average number of common shares issued | 51,903 | 51,903 | 49,782 | |||||||||||||||||
| Less: average number of treasury shares | 1,951 | 1,569 | 1,142 | |||||||||||||||||
| Less: average number of unvested stock award shares | 712 | 505 | 420 | |||||||||||||||||
| Plus: average participating preferred shares | — | 441 | 1,043 | |||||||||||||||||
| Average number of basic common shares outstanding | 49,240 | 50,270 | 49,263 | |||||||||||||||||
| Plus: dilutive effect of unvested stock award shares | 309 | — | 122 | |||||||||||||||||
| Plus: dilutive effect of stock options outstanding | 5 | — | 36 | |||||||||||||||||
| Average number of diluted common shares outstanding | 49,554 | 50,270 | 49,421 | |||||||||||||||||
| Basic earnings/(loss) per share: | ||||||||||||||||||||
| Continuing Operations | $ | 2.41 | $ | (10.21) | $ | 2.06 | ||||||||||||||
| Discontinued operations | — | (0.39) | (0.08) | |||||||||||||||||
| Basic earnings/(loss) per common share | $ | 2.41 | $ | (10.60) | $ | 1.98 | ||||||||||||||
| Diluted earnings/(loss) per share: | ||||||||||||||||||||
| Continuing Operations | $ | 2.39 | $ | (10.21) | $ | 2.05 | ||||||||||||||
| Discontinued operations | — | (0.39) | (0.08) | |||||||||||||||||
| Diluted earnings/(loss) per common share | $ | 2.39 | $ | (10.60) | $ | 1.97 | ||||||||||||||
For the year ended 2021, 88 thousand options were anti-dilutive and therefore excluded from the earnings per share calculations. Due to the net loss in 2020, all unvested restricted stock and options were considered anti-dilutive and therefore excluded from the earnings per share calculations. For the year ended 2019, 61 thousand options were anti-dilutive and therefore excluded from the earnings per share calculations.
F-78
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 20. STOCK-BASED COMPENSATION PLANS
The 2018 Equity Incentive Plan (the “2018 Plan”) permits the granting of a combination of Restricted Stock awards and incentive and non-qualified stock options (“Stock Options”) to employees and directors. A total of 1.0 million shares was authorized under the Plan. Awards may be granted as either Restricted Stock or Stock Options provided that any shares that are granted as Restricted Stock are counted against the share limit set forth as (1) one for every one share of Restricted Stock granted and (2) one for every one share of Stock Option granted. As of the 2018 Plan's effective date, all expired, canceled, and forfeited shares under the 2013 Plan are included in the 2018 Plan's available shares. As of year-end 2021, the Company had the ability to grant approximately 0.5 million shares under this plan.
A summary of activity in the Company’s stock compensation plans is shown below:
| Non-vested Stock Awards Outstanding | Stock Options Outstanding | |||||||||||||||||||||||||
| (Shares in thousands) | Number of Shares | Weighted- Average Grant Date Fair Value | Number of Shares | Weighted- Average Exercise Price | ||||||||||||||||||||||
| Balance, December 31, 2020 | 517 | $ | 28.35 | 112 | $ | 22.95 | ||||||||||||||||||||
| Granted | 476 | 20.22 | — | — | ||||||||||||||||||||||
| Acquired | — | — | — | — | ||||||||||||||||||||||
| Stock options exercised | — | — | (20) | 20.66 | ||||||||||||||||||||||
| Stock awards vested | (170) | 24.75 | — | — | ||||||||||||||||||||||
| Forfeited | (113) | 23.48 | (2) | 24.71 | ||||||||||||||||||||||
| Expired | — | — | (10) | 17.46 | ||||||||||||||||||||||
| Balance, December 31, 2021 | 710 | $ | 20.16 | 80 | $ | 25.21 | ||||||||||||||||||||
Stock Awards
The total compensation cost for stock awards recognized as expense was $4.2 million, $4.7 million, and $4.8 million, in the years 2021, 2020, and 2019, respectively. The total recognized tax benefit associated with this compensation cost was $1.0 million, $1.2 million, and $1.3 million, respectively.
The weighted average fair value of stock awards granted was $20.22, $16.69, and $29.47 in 2021, 2020, and 2019, respectively. Stock awards vest over periods up to five years and are valued at the closing price of the stock on the grant date. Certain awards vest based on the Company's performance over established measurement periods. The total fair value of stock awards vested during 2021, 2020, and 2019 was $4.3 million, $5.2 million, and $4.8 million respectively. The unrecognized stock-based compensation expense related to unvested stock awards was $9.1 million as of year-end 2021. This amount is expected to be recognized over a weighted average period of two years.
F-79
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Option Awards
Option awards are granted with an exercise price equal to the market price of the Company’s stock at the date of grant, and vest over periods up to five years. The options grant the holder the right to acquire a share of the Company’s common stock for each option held, and have a contractual life of ten years. As of year-end 2021, the weighted average remaining contractual term for options outstanding is three years.
The Company generally issues shares from treasury stock as options are exercised. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The expected dividend yield and expected term are based on management estimates. The expected volatility is based on historical volatility. The risk-free interest rates for the expected term are based on the U.S. Treasury yield curve in effect at the time of the grant. The Company did not grant options during 2021 and 2020. The Company acquired options in the SI Financial Group transaction in 2019, but did not grant additional options during 2019.
The total intrinsic value of options exercised was $102 thousand, $246 thousand, and $149 thousand for the years 2021, 2020, and 2019, respectively. The expense pertaining to options vesting was $14 thousand, $96 thousand, and $93 thousand for the years 2021, 2020, and 2019, respectively. The tax benefit associated with stock option expense for 2021 was $4 thousand. The tax benefit associated with stock option expense for both 2020 and 2019 was $25 thousand. The unrecognized stock-based compensation expense related to unvested stock options as of year-end 2021, 2020 and 2019 was $14 thousand, $27 thousand, and $124 thousand, respectively.
F-80
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 21. FAIR VALUE MEASUREMENTS
A description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below. These valuation methodologies were applied to all of the Company’s financial assets and financial liabilities that are carried at fair value, including assets classified as discontinued operations on the consolidated balance sheets.
Recurring Fair Value Measurements of Financial Instruments
The following table summarizes assets and liabilities measured at fair value on a recurring basis as of year-end 2021 and 2020 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:
| December 31, 2021 | ||||||||||||||||||||||||||
| (In thousands) | Level 1 Inputs | Level 2 Inputs | Level 3 Inputs | Total Fair Value | ||||||||||||||||||||||
| Trading security | $ | — | $ | — | $ | 8,354 | $ | 8,354 | ||||||||||||||||||
| Available-for-sale securities: | ||||||||||||||||||||||||||
| Municipal bonds and obligations | — | 77,177 | — | 77,177 | ||||||||||||||||||||||
| Agency collateralized mortgage obligations | — | 688,336 | — | 688,336 | ||||||||||||||||||||||
| Agency residential mortgage-backed securities | — | 705,859 | — | 705,859 | ||||||||||||||||||||||
| Agency commercial mortgage-backed securities | — | 282,334 | — | 282,334 | ||||||||||||||||||||||
| Corporate bonds | — | 41,630 | 4,030 | 45,660 | ||||||||||||||||||||||
| Other bonds and obligations | — | 78,219 | — | 78,219 | ||||||||||||||||||||||
| Marketable equity securities | 14,798 | 655 | — | 15,453 | ||||||||||||||||||||||
| Loans held for investment | — | — | 1,200 | 1,200 | ||||||||||||||||||||||
| Loans held for sale | — | 6,110 | — | 6,110 | ||||||||||||||||||||||
| Derivative assets | — | 79,270 | 258 | 79,528 | ||||||||||||||||||||||
| Capitalized servicing rights | — | — | 1,966 | 1,966 | ||||||||||||||||||||||
| Derivative liabilities | — | 35,194 | — | 35,194 | ||||||||||||||||||||||
| December 31, 2020 | ||||||||||||||||||||||||||
| (In thousands) | Level 1 Inputs | Level 2 Inputs | Level 3 Inputs | Total Fair Value | ||||||||||||||||||||||
| Trading security | $ | — | $ | — | $ | 9,708 | $ | 9,708 | ||||||||||||||||||
| Available-for-sale securities: | ||||||||||||||||||||||||||
| Municipal bonds and obligations | — | 97,803 | — | 97,803 | ||||||||||||||||||||||
| Agency collateralized mortgage obligations | — | 756,826 | — | 756,826 | ||||||||||||||||||||||
| Agency residential mortgage-backed securities | — | 438,132 | — | 438,132 | ||||||||||||||||||||||
| Agency commercial mortgage-backed securities | — | 288,650 | — | 288,650 | ||||||||||||||||||||||
| Corporate bonds | — | 45,030 | 15,000 | 60,030 | ||||||||||||||||||||||
| Other bonds and obligations | — | 53,791 | — | 53,791 | ||||||||||||||||||||||
| Marketable equity securities | 17,841 | 672 | — | 18,513 | ||||||||||||||||||||||
| Loans held for investment | — | — | 2,265 | 2,265 | ||||||||||||||||||||||
| Loans held for sale | — | 12,992 | 4,756 | 17,748 | ||||||||||||||||||||||
| Derivative assets | — | 159,016 | 1,055 | 160,071 | ||||||||||||||||||||||
| Capitalized servicing rights | — | — | 3,033 | 3,033 | ||||||||||||||||||||||
| Derivative liabilities | — | 65,758 | — | 65,758 | ||||||||||||||||||||||
F-81
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
During the year ended December 31, 2021, the Company had one transfer totaling $4.0 million in corporate bonds from Level 2 to Level 3 based on recent inactivity in the market related to pricing information for similar bonds. During the year ended December 31, 2020, there were no transfers between Level 1, 2 and 3. During the year ended December 31, 2019, the Company had four transfers totaling $44.0 million in corporate bonds from Level 2 to Level 3 based on recent inactivity in the market related to pricing information for similar bonds.
Trading Security at Fair Value. The Company holds one security designated as a trading security. It is a tax advantaged economic development bond issued to the Company by a local nonprofit which provides wellness and health programs. The determination of the fair value for this security is determined based on a discounted cash flow methodology. Certain inputs to the fair value calculation are unobservable and there is little to no market activity in the security; therefore, the security meets the definition of a Level 3 security. The discount rate used in the valuation of the security is sensitive to movements in the 3-month LIBOR rate.
Securities Available for Sale and Marketable Equity Securities. Marketable equity securities classified as Level 1 consist of publicly-traded equity securities for which the fair values can be obtained through quoted market prices in active exchange markets. Marketable equity securities classified as Level 2 consist of securities with infrequent trades in active exchange markets, and pricing is primarily sourced from third party pricing services. AFS securities classified as Level 2 include most of the Company’s debt securities. The pricing on Level 2 and Level 3 was primarily sourced from third party pricing services, overseen by management, and is based on models that consider standard input factors such as dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and condition, among other things. Level 3 pricing includes inputs unobservable to market participants.
Loans Held for Investment. The Company’s held for investment loan portfolio includes loans originated by Company and loans acquired through business combinations. The Company intends to hold these assets until maturity as a part of its business operations. For one acquired portfolio subset, the Company previously accounted for these purchased-credit impaired loans as a pool under ASC 310, as they were determined to have common risk characteristics. These loans were recorded at fair value on acquisition date and subsequently evaluated for impairment collectively. Upon adoption of ASC 326, the Company elected the fair value option on this portfolio, recognizing a $11.2 million fair value write-down charged to Retained Earnings, net of deferred tax impact, as of January 1, 2020. The fair value of this loan portfolio is determined based on a discounted cash flow methodology. Certain inputs to the fair value calculation are unobservable; therefore, the loans meet the definition of Level 3 assets. The discount rate used in the valuation is consistent with assets that have significant credit deterioration. The cash flow assumptions include payment schedules for loans with current payment histories and estimated collateral value for delinquent loans. All of these loans were nonperforming as of December 31, 2021.
| Aggregate Fair Value | ||||||||||||||||||||
| December 31, 2021 | Aggregate | Aggregate | Less Aggregate | |||||||||||||||||
| (In thousands) | Fair Value | Unpaid Principal | Unpaid Principal | |||||||||||||||||
| Loans held for investment at fair value | $ | 1,200 | $ | 31,430 | $ | (30,230) | ||||||||||||||
| Aggregate Fair Value | ||||||||||||||||||||
| December 31, 2020 | Aggregate | Aggregate | Less Aggregate | |||||||||||||||||
| (In thousands) | Fair Value | Unpaid Principal | Unpaid Principal | |||||||||||||||||
| Loans held for investment at fair value | $ | 2,265 | $ | 53,945 | $ | (51,680) | ||||||||||||||
Loans held for sale. The Company elected the fair value option for all mortgage loans originated for sale (HFS) that were originated for sale on or after May 1, 2012. Loans HFS are classified as Level 2 as the fair value is based on input factors such as quoted prices for similar loans in active markets.
| Aggregate Fair Value | Aggregate Unpaid Principal | Aggregate Fair Value Less Aggregate Unpaid Principal | ||||||||||||||||||
| December 31, 2021 (In thousands) | ||||||||||||||||||||
| Loans held for sale | $ | 6,110 | $ | 5,926 | $ | 184 | ||||||||||||||
| Aggregate Fair Value | Aggregate Unpaid Principal | Aggregate Fair Value Less Aggregate Unpaid Principal | ||||||||||||||||||
| December 31, 2020 (In thousands) | ||||||||||||||||||||
| Loans held for sale | $ | 12,992 | $ | 12,639 | $ | 353 | ||||||||||||||
F-82
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The changes in fair value of loans held for sale for the year ended December 31, 2021 were losses of $169 thousand. The changes in fair value of loans held for sale for the year ended December 31, 2020 were gains of $97 thousand from continuing operations and losses of $138 thousand from discontinued operations. During 2021, originations of loans held for sale totaled $104 million and sales of loans originated for sale totaled $108 million. During 2020, originations of loans held for sale from continuing operations totaled $150 million and sales of loans originated for sale from continuing operations totaled $141 million. During 2020, originations of loans held for sale from discontinued operations totaled $624.0 billion and sales of loans originated for sale from discontinued operations totaled $755.0 billion.
Interest Rate Swaps. The valuation of the Company’s interest rate swaps is obtained from a third-party pricing service and is determined using a discounted cash flow analysis on the expected cash flows of each derivative. The pricing analysis is based on observable inputs for the contractual terms of the derivatives, including the period to maturity and interest rate curves.
The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings.
Although the Company has determined that the majority of the inputs used to value its interest rate derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of year-end 2021, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.
Commitments to Lend. The Company enters into commitments to lend for residential mortgage loans intended for sale, which commit the Company to lend funds to a potential borrower at a certain interest rate and within a specified period of time. The estimated fair value of commitments to originate residential mortgage loans for sale is based on quoted prices for similar loans in active markets. However, this value is adjusted by a factor which considers the likelihood that the loan commitment will ultimately close, and by the non-refundable costs of originating the loan. The closing ratio is derived from the Bank’s internal data and is adjusted using significant management judgment. The costs to originate are primarily based on the Company’s internal commission rates that are not observable. As such, these commitments to lend are classified as Level 3 measurements. Commitments to lend are included in discontinued operations.
Forward Sale Commitments. The Company utilizes forward sale commitments as economic hedges against potential changes in the values of the commitments to lend and loans originated for sale. To be announced (TBA) mortgage-backed securities forward commitment sales are used as hedging instruments, are classified as Level 1, and consist of publicly-traded debt securities for which identical fair values can be obtained through quoted market prices in active exchange markets. The fair values of the Company’s best efforts and mandatory delivery loan sale commitments are determined similarly to the commitments to lend using quoted prices in the market place that are observable. However, costs to originate and closing ratios included in the calculation are internally generated and are based on management’s judgment and prior experience, which are considered factors that are not observable. As such, best efforts and mandatory forward sale commitments are classified as Level 3 measurements. Forward sale commitments are included in discontinued operations.
Capitalized Servicing Rights. The Company accounts for certain capitalized servicing rights at fair value in its Consolidated Financial Statements, as the Company is permitted to elect the fair value option for each specific instrument. A loan servicing right asset represents the amount by which the present value of the estimated future net cash flows to be received from servicing loans exceed adequate compensation for performing the servicing. The fair value of servicing rights is estimated using a present value cash flow model. The most important assumptions used
F-83
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
in the valuation model are the anticipated rate of the loan prepayments and discount rates. Although some assumptions in determining fair value are based on standards used by market participants, some are based on unobservable inputs and therefore are classified in Level 3 of the valuation hierarchy.
The table below presents the changes in Level 3 assets that were measured at fair value on a recurring basis at year-end 2021 and 2020:
| Assets (Liabilities) | ||||||||||||||||||||||||||||||||||||||
| (In thousands) | Trading Security | Securities Available for Sale | Loans Held for Investment | Commitments to Lend (1) | Forward Commitments (1) | Capitalized Servicing Rights (1) | ||||||||||||||||||||||||||||||||
| Balance as of December 31, 2019 | $ | 10,769 | $ | 42,966 | $ | — | $ | 2,628 | $ | — | $ | 12,299 | ||||||||||||||||||||||||||
| Adoption of ASC 326 | — | — | 7,660 | — | — | — | ||||||||||||||||||||||||||||||||
| Maturities, calls, and prepayments of AFS Security | — | (30,000) | — | — | — | — | ||||||||||||||||||||||||||||||||
| Unrealized (loss) gain, net recognized in other non-interest income | (327) | — | (1,283) | — | — | (822) | ||||||||||||||||||||||||||||||||
| Unrealized gain/(loss), net recognized in discontinued operations | — | — | — | 16,565 | 320 | (8,444) | ||||||||||||||||||||||||||||||||
| Unrealized (loss) included in accumulated other comprehensive loss | — | 2,034 | — | — | — | — | ||||||||||||||||||||||||||||||||
| Transfers to Level 3 | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||
| Paydown of asset | (734) | — | (4,112) | — | — | — | ||||||||||||||||||||||||||||||||
| Transfers to loans held for sale | — | — | — | (18,458) | — | — | ||||||||||||||||||||||||||||||||
| Additions to servicing rights | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||
| Balance as of December 31, 2020 | $ | 9,708 | $ | 15,000 | $ | 2,265 | $ | 735 | $ | 320 | $ | 3,033 | ||||||||||||||||||||||||||
| Maturities, calls, and prepayments of AFS Security | — | (15,000) | — | — | — | |||||||||||||||||||||||||||||||||
| Unrealized (loss) gain, net recognized in other non-interest income | (578) | — | 1,645 | 1,995 | (186) | (1,067) | ||||||||||||||||||||||||||||||||
| Unrealized gain included in accumulated other comprehensive loss | — | 30 | — | — | — | — | ||||||||||||||||||||||||||||||||
| Transfers to Level 3 | — | 4,000 | — | — | — | — | ||||||||||||||||||||||||||||||||
| Paydown of asset | (776) | — | (2,710) | — | — | — | ||||||||||||||||||||||||||||||||
| Transfers to loans held for sale | — | — | (2,606) | — | — | |||||||||||||||||||||||||||||||||
| Additions to servicing rights | — | — | — | — | — | |||||||||||||||||||||||||||||||||
| Balance as of December 31, 2021 | $ | 8,354 | $ | 4,030 | $ | 1,200 | $ | 124 | $ | 134 | $ | 1,966 | ||||||||||||||||||||||||||
| Unrealized gains/(losses) relating to instruments still held at December 31, 2021 | $ | 475 | $ | 30 | $ | — | $ | 124 | $ | 134 | $ | — | ||||||||||||||||||||||||||
| Unrealized gains/(losses) relating to instruments still held at December 31, 2020 | $ | 1,053 | $ | 287 | $ | — | $ | 735 | $ | 320 | $ | — | ||||||||||||||||||||||||||
(1) For 2019, these assets were classified as assets from discontinued operations on the consolidated balance sheets.
F-84
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Quantitative information about the significant unobservable inputs within Level 3 recurring assets/(liabilities) as of December 31, 2021 and 2020 are as follows:
| Fair Value | Significant Unobservable Input Value | |||||||||||||||||||||||||
| (In thousands) | December 31, 2021 | Valuation Techniques | Unobservable Inputs | |||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||
| Trading Security | $ | 8,354 | Discounted Cash Flow | Discount Rate | 3.35 | % | ||||||||||||||||||||
| Securities Available for Sale | 4,030 | Indication from Market Maker | Price | 101.00 | % | |||||||||||||||||||||
| Loans held for investment | 1,200 | Discounted Cash Flow | Discount Rate | 25.00 | % | |||||||||||||||||||||
| Collateral Value | $6.3 - $19.8 | |||||||||||||||||||||||||
| Commitments to Lend | 124 | Historical Trend | Closing Ratio | 82.09 | % | |||||||||||||||||||||
| Pricing Model | Origination Costs, per loan | $ | 3 | |||||||||||||||||||||||
| Forward Commitments | 134 | Historical Trend | Closing Ratio | 82.09 | % | |||||||||||||||||||||
| Pricing Model | Origination Costs, per loan | $ | 3 | |||||||||||||||||||||||
| Capitalized Servicing Rights | 1,966 | Discounted cash flow | Constant prepayment rate (CPR) | 19.41 | % | |||||||||||||||||||||
| Discount rate | 9.50 | % | ||||||||||||||||||||||||
| Total | $ | 15,808 | ||||||||||||||||||||||||
| Fair Value | Significant Unobservable Input Value | |||||||||||||||||||||||||
| (In thousands) | December 31, 2020 | Valuation Techniques | Unobservable Inputs | |||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||
| Trading Security | $ | 9,708 | Discounted Cash Flow | Discount Rate | 2.72 | % | ||||||||||||||||||||
| Securities Available for Sale | 15,000 | Indication from Market Maker | Price | 102.00 | % | |||||||||||||||||||||
| Loans held for investment | 2,265 | Discounted Cash Flow | Discount Rate | 30.00 | % | |||||||||||||||||||||
| Collateral Value | $8.1 - $21.9 | |||||||||||||||||||||||||
| Commitments to Lend | 735 | Historical Trend | Closing Ratio | 74.54 % | ||||||||||||||||||||||
| Pricing Model | Origination Costs, per loan | $ | 3 | |||||||||||||||||||||||
| Forward Commitments | 320 | Historical Trend | Closing Ratio | 74.54 | % | |||||||||||||||||||||
| Pricing Model | Origination Costs, per loan | $ | 3 | |||||||||||||||||||||||
| Capitalized Servicing Rights | 3,033 | Discounted cash flow | Constant prepayment rate (CPR) | 26.52 | % | |||||||||||||||||||||
| Discount rate | 10.00 | % | ||||||||||||||||||||||||
| Total | $ | 31,061 | ||||||||||||||||||||||||
F-85
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Non-Recurring Fair Value Measurements
The Company is required, on a non-recurring basis, to adjust the carrying value or provide valuation allowances for certain assets using fair value measurements in accordance with GAAP. The following is a summary of applicable non-recurring fair value measurements. There are no liabilities measured on a non-recurring basis.
| December 31, 2021 | Fair Value Measurements as of December 31, 2021 | ||||||||||||||||
| (In thousands) | Level 3 Inputs | Level 3 Inputs | |||||||||||||||
| Assets | |||||||||||||||||
| Individually evaluated loans | $ | 12,482 | December 2021 | ||||||||||||||
| Capitalized servicing rights | 14,056 | December 2021 | |||||||||||||||
| Other real estate owned | — | December 2021 | |||||||||||||||
| Total | $ | 26,538 | |||||||||||||||
| December 31, 2020 | Fair Value Measurements as of December 31, 2020 | ||||||||||||||||
| (In thousands) | Level 3 Inputs | Level 3 Inputs | |||||||||||||||
| Assets | |||||||||||||||||
| Individually evaluated loans | $ | 28,028 | December 2020 | ||||||||||||||
| Capitalized servicing rights | 13,315 | December 2020 | |||||||||||||||
| Other real estate owned | 149 | December 2020 | |||||||||||||||
| Total | $ | 41,492 | |||||||||||||||
Quantitative information about the significant unobservable inputs within Level 3 non-recurring assets as of December 31, 2021 and 2020 are as follows:
| (in thousands) | December 31, 2021 | Valuation Techniques | Unobservable Inputs | Range (Weighted Average) (a) | ||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||
| Individually evaluated loans | $ | 12,482 | Fair value of collateral | Loss severity | (35.96)% to 133.09% (49.14%) | |||||||||||||||||||||
| Appraised value | $0 to $405 ($256) | |||||||||||||||||||||||||
| Capitalized servicing rights | 14,056 | Discounted cash flow | Constant prepayment rate (CPR) | 6.24% to 17.73% (13.29%) | ||||||||||||||||||||||
| Discount rate | 9.59% to 13.11% (11.97%) | |||||||||||||||||||||||||
| Total Assets | $ | 26,538 | ||||||||||||||||||||||||
(a) Where dollar amounts are disclosed, the amounts represent the lowest and highest fair value of the respective assets in the population except for adjustments for market/property conditions, which represents the range of adjustments to individual properties.
F-86
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| (in thousands) | December 31, 2020 | Valuation Techniques | Unobservable Inputs | Range (Weighted Average) (a) | ||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||
| Individually evaluated loans | $ | 28,028 | Fair value of collateral | Loss severity | 0.07% to 100.00% (46.36%) | |||||||||||||||||||||
| Appraised value | $0 to $11,432 ($9,800) | |||||||||||||||||||||||||
| Capitalized servicing rights | 13,315 | Discounted cash flow | Constant prepayment rate (CPR) | 14.49% to 23.29% (16.98%) | ||||||||||||||||||||||
| Discount rate | 10.00% to 11.00% (10.56%) | |||||||||||||||||||||||||
| Other real estate owned | 149 | Fair value of collateral | Appraised value | $94 - $182 | ||||||||||||||||||||||
| Total Assets | $ | 41,492 | ||||||||||||||||||||||||
(a) Where dollar amounts are disclosed, the amounts represent the lowest and highest fair value of the respective assets in the population except for adjustments for market/property conditions, which represents the range of adjustments to individual properties.
There were no Level 1 or Level 2 nonrecurring fair value measurements for year-end 2021 and 2020.
Individually evaluated loans. Loans are generally not recorded at fair value on a recurring basis. Periodically, the Company records non-recurring adjustments to the carrying value of loans based on fair value measurements for partial charge-offs of the uncollectible portions of those loans. Non-recurring adjustments can also include certain impairment amounts for collateral-dependent loans calculated when establishing the allowance for credit losses. Such amounts are generally based on the fair value of the underlying collateral supporting the loan and, as a result, the carrying value of the loan less the calculated valuation does not necessarily represent the fair value of the loan. Real estate collateral is typically valued using appraisals or other indications of value based on recent comparable sales of similar properties or assumptions generally observable in the marketplace. However, the choice of observable data is subject to significant judgment, and there are often adjustments based on judgment in order to make observable data comparable and to consider the impact of time, the condition of properties, interest rates, and other market factors on current values. Additionally, commercial real estate appraisals frequently involve discounting of projected cash flows, which relies inherently on unobservable data. Therefore, real estate collateral related nonrecurring fair value measurement adjustments have generally been classified as Level 3. Estimates of fair value for other collateral that supports commercial loans are generally based on assumptions not observable in the marketplace and therefore such valuations have been classified as Level 3.
Capitalized loan servicing rights. A loan servicing right asset represents the amount by which the present value of the estimated future net cash flows to be received from servicing loans exceed adequate compensation for performing the servicing. The fair value of servicing rights is estimated using a present value cash flow model. The most important assumptions used in the valuation model are the anticipated rate of the loan prepayments and discount rates. Adjustments are only recorded when the discounted cash flows derived from the valuation model are less than the carrying value of the asset. Although some assumptions in determining fair value are based on standards used by market participants, some are based on unobservable inputs and therefore are classified in Level 3 of the valuation hierarchy.
F-87
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Summary of Estimated Fair Values of Financial Instruments
The following tables summarize the estimated fair values, which represent exit price, and related carrying amounts, of the Company’s financial instruments. Certain financial instruments and all non-financial instruments are excluded from disclosure requirements. Accordingly, the aggregate fair value amounts presented herein may not necessarily represent the underlying fair value of the Company. Certain assets and liabilities in the following disclosures include balances classified as discontinued operations.
| December 31, 2021 | ||||||||||||||||||||||||||||||||
| Carrying Amount | Fair Value | |||||||||||||||||||||||||||||||
| (In thousands) | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||||||||
| Financial Assets | ||||||||||||||||||||||||||||||||
| Cash and cash equivalents | $ | 1,627,807 | $ | 1,627,807 | $ | 1,627,807 | $ | — | $ | — | ||||||||||||||||||||||
| Trading security | 8,354 | 8,354 | — | — | 8,354 | |||||||||||||||||||||||||||
| Marketable equity securities | 15,453 | 15,453 | 14,798 | 655 | — | |||||||||||||||||||||||||||
| Securities available for sale | 1,877,585 | 1,877,585 | — | 1,873,555 | 4,030 | |||||||||||||||||||||||||||
| Securities held to maturity | 636,503 | 647,236 | — | 644,497 | 2,739 | |||||||||||||||||||||||||||
| FHLB stock and restricted equity securities | 10,800 | N/A | N/A | N/A | N/A | |||||||||||||||||||||||||||
| Net loans | 6,719,753 | 6,850,975 | — | — | 6,850,975 | |||||||||||||||||||||||||||
| Loans held for sale | 6,110 | 6,110 | — | 6,110 | — | |||||||||||||||||||||||||||
| Accrued interest receivable | 33,534 | 33,534 | — | 33,534 | — | |||||||||||||||||||||||||||
| Derivative assets | 79,528 | 79,528 | — | 79,270 | 258 | |||||||||||||||||||||||||||
| Financial Liabilities | ||||||||||||||||||||||||||||||||
| Total deposits | 10,068,953 | 10,073,217 | — | 10,073,217 | — | |||||||||||||||||||||||||||
| Short-term debt | — | — | — | — | — | |||||||||||||||||||||||||||
| Long-term FHLB advances | 13,331 | 13,053 | — | 13,053 | — | |||||||||||||||||||||||||||
| Subordinated notes | 97,513 | 95,006 | — | 95,006 | — | |||||||||||||||||||||||||||
| Derivative liabilities | 35,194 | 35,194 | — | 35,194 | — | |||||||||||||||||||||||||||
| December 31, 2020 | ||||||||||||||||||||||||||||||||
| Carrying Amount | Fair Value | |||||||||||||||||||||||||||||||
| (In thousands) | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||||||||
| Financial Assets | ||||||||||||||||||||||||||||||||
| Cash and cash equivalents | $ | 1,557,875 | $ | 1,557,875 | $ | 1,557,875 | $ | — | $ | — | ||||||||||||||||||||||
| Trading security | 9,708 | 9,708 | — | — | 9,708 | |||||||||||||||||||||||||||
| Marketable equity securities | 18,513 | 18,513 | 17,841 | 672 | — | |||||||||||||||||||||||||||
| Securities available for sale | 1,695,232 | 1,695,232 | — | 1,680,232 | 15,000 | |||||||||||||||||||||||||||
| Securities held to maturity | 465,091 | 491,855 | — | 488,393 | 3,462 | |||||||||||||||||||||||||||
| FHLB stock and restricted equity securities | 34,873 | N/A | N/A | N/A | N/A | |||||||||||||||||||||||||||
| Net loans | 7,954,217 | 8,243,437 | — | — | 8,243,437 | |||||||||||||||||||||||||||
| Loans held for sale | 17,748 | 17,748 | — | 12,992 | 4,756 | |||||||||||||||||||||||||||
| Accrued interest receivable | 46,919 | 46,919 | — | 46,919 | — | |||||||||||||||||||||||||||
| Derivative assets | 160,071 | 160,071 | — | 159,016 | 1,055 | |||||||||||||||||||||||||||
| Assets held for sale | 317,304 | 317,304 | — | 16,705 | 300,599 | |||||||||||||||||||||||||||
| Financial Liabilities | ||||||||||||||||||||||||||||||||
| Total deposits | 10,215,808 | 10,230,822 | — | 10,230,822 | — | |||||||||||||||||||||||||||
| Short-term debt | 40,000 | 40,025 | — | 40,025 | — | |||||||||||||||||||||||||||
| Long-term FHLB advances | 434,357 | 438,064 | — | 438,064 | — | |||||||||||||||||||||||||||
| Subordinated notes | 97,280 | 95,178 | — | 95,178 | — | |||||||||||||||||||||||||||
| Derivative liabilities | 65,758 | 65,758 | — | 65,758 | — | |||||||||||||||||||||||||||
| Liabilities held for sale | 630,065 | 631,268 | — | 631,268 | — | |||||||||||||||||||||||||||
F-88
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 22. CONDENSED FINANCIAL STATEMENTS OF PARENT COMPANY
Condensed financial information pertaining only to the Parent, Berkshire Hills Bancorp, is as follows.
CONDENSED BALANCE SHEETS
| December 31, | ||||||||||||||
| (In thousands) | 2021 | 2020 | ||||||||||||
| Assets | ||||||||||||||
| Cash due from Berkshire Bank | $ | 108,946 | $ | 83,510 | ||||||||||
| Investment in subsidiaries | 1,172,439 | 1,202,755 | ||||||||||||
| Marketable equity securities, at fair value | — | 158 | ||||||||||||
| Other assets | 213 | 188 | ||||||||||||
| Total assets | $ | 1,281,598 | $ | 1,286,611 | ||||||||||
| Liabilities and Shareholders’ Equity | ||||||||||||||
| Subordinated notes | $ | 97,513 | $ | 97,280 | ||||||||||
| Accrued expenses | 1,650 | 1,558 | ||||||||||||
| Shareholders’ equity | 1,182,435 | 1,187,773 | ||||||||||||
| Total liabilities and shareholders’ equity | $ | 1,281,598 | $ | 1,286,611 | ||||||||||
CONDENSED STATEMENTS OF OPERATIONS
| Years Ended December 31, | ||||||||||||||||||||
| (In thousands) | 2021 | 2020 | 2019 | |||||||||||||||||
| Income: | ||||||||||||||||||||
| Dividends from subsidiaries | $ | 118,000 | $ | 46,300 | $ | 104,700 | ||||||||||||||
| Other | 31 | (2,185) | 1,258 | |||||||||||||||||
| Total income | 118,031 | 44,115 | 105,958 | |||||||||||||||||
| Interest expense | 5,393 | 5,335 | 5,335 | |||||||||||||||||
| Non-interest expenses | 2,719 | 2,866 | 4,129 | |||||||||||||||||
| Total expense | 8,112 | 8,201 | 9,464 | |||||||||||||||||
| Income before income taxes and equity in undistributed income of subsidiaries | 109,919 | 35,914 | 96,494 | |||||||||||||||||
| Income tax (benefit) | (2,136) | (2,719) | (2,054) | |||||||||||||||||
| Income before equity in undistributed income of subsidiaries | 112,055 | 38,633 | 98,548 | |||||||||||||||||
| Equity in undistributed results of operations of subsidiaries | 6,609 | (571,650) | (1,098) | |||||||||||||||||
| Net income/(loss) | 118,664 | (533,017) | 97,450 | |||||||||||||||||
| Preferred stock dividend | — | 313 | 960 | |||||||||||||||||
| Income/(loss) available to common shareholders | $ | 118,664 | $ | (533,330) | $ | 96,490 | ||||||||||||||
| Comprehensive income/(loss) | $ | 84,550 | $ | (514,139) | $ | 122,912 | ||||||||||||||
F-89
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
CONDENSED STATEMENTS OF CASH FLOWS
| Years Ended December 31, | ||||||||||||||||||||
| (In thousands) | 2021 | 2020 | 2019 | |||||||||||||||||
| Cash flows from operating activities: | ||||||||||||||||||||
| Net income/(loss) | $ | 118,664 | $ | (533,017) | $ | 97,450 | ||||||||||||||
| Adjustments to reconcile net income to net cash (used) provided by operating activities: | ||||||||||||||||||||
| Equity in undistributed results of operations of subsidiaries | (6,609) | 571,650 | 1,098 | |||||||||||||||||
| Other, net | 5,816 | 2,603 | (4,457) | |||||||||||||||||
| Net cash provided by operating activities | 117,871 | 41,236 | 94,091 | |||||||||||||||||
| Cash flows from investing activities: | ||||||||||||||||||||
| Advances to subsidiaries | — | — | — | |||||||||||||||||
| Purchase of securities | — | (489) | — | |||||||||||||||||
| Sale of securities | 167 | 4,658 | 6,989 | |||||||||||||||||
| Other, net | — | — | 987 | |||||||||||||||||
| Net cash provided by investing activities | 167 | 4,169 | 7,976 | |||||||||||||||||
| Cash flows from financing activities: | ||||||||||||||||||||
| Proceed from issuance of short term debt | 232 | 231 | 431 | |||||||||||||||||
| Proceed from repayment of long term debt | — | — | — | |||||||||||||||||
| Net proceeds from common stock | — | — | — | |||||||||||||||||
| Payment to repurchase common stock | (68,712) | (473) | (52,746) | |||||||||||||||||
| Common stock cash dividends paid | (24,553) | (36,251) | (44,147) | |||||||||||||||||
| Preferred stock cash dividends paid | — | (313) | (960) | |||||||||||||||||
| Other, net | 431 | 758 | 188 | |||||||||||||||||
| Net cash (used) in financing activities | (92,602) | (36,048) | (97,234) | |||||||||||||||||
| Net change in cash and cash equivalents | 25,436 | 9,357 | 4,833 | |||||||||||||||||
| Cash and cash equivalents at beginning of year | 83,510 | 74,153 | 69,320 | |||||||||||||||||
| Cash and cash equivalents at end of year | $ | 108,946 | $ | 83,510 | $ | 74,153 | ||||||||||||||
F-90
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 23. QUARTERLY DATA (UNAUDITED)
Quarterly results of operations were as follows:
| 2021 | 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||
| (In thousands, except per share data) | Fourth Quarter | Third Quarter | Second Quarter | First Quarter | Fourth Quarter | Third Quarter | Second Quarter | First Quarter | ||||||||||||||||||||||||||||||||||||||||||
| Interest and dividend income | $ | 75,860 | $ | 79,688 | $ | 85,364 | $ | 88,153 | $ | 92,131 | $ | 97,768 | $ | 103,688 | $ | 116,195 | ||||||||||||||||||||||||||||||||||
| Interest expense | 6,548 | 8,320 | 9,971 | 13,060 | 16,422 | 20,713 | 26,098 | 29,767 | ||||||||||||||||||||||||||||||||||||||||||
| Net interest income | 69,312 | 71,368 | 75,393 | 75,093 | 75,709 | 77,055 | 77,590 | 86,428 | ||||||||||||||||||||||||||||||||||||||||||
| Non-interest income | 21,409 | 73,635 | 22,011 | 26,193 | 23,327 | 19,963 | 17,381 | 5,636 | ||||||||||||||||||||||||||||||||||||||||||
| Total revenue | 90,721 | 145,003 | 97,404 | 101,286 | 99,036 | 97,018 | 94,971 | 92,064 | ||||||||||||||||||||||||||||||||||||||||||
| Provision (benefit) for credit losses | (3,000) | (4,000) | — | 6,500 | 10,000 | 1,200 | 29,871 | 34,807 | ||||||||||||||||||||||||||||||||||||||||||
| Non-interest expense | 69,407 | 69,460 | 68,872 | 78,154 | 71,796 | 72,843 | 624,275 | 71,325 | ||||||||||||||||||||||||||||||||||||||||||
| Income/(loss) from continuing operations before income taxes | 24,314 | 79,543 | 28,532 | 16,632 | 17,240 | 22,975 | (559,175) | (14,068) | ||||||||||||||||||||||||||||||||||||||||||
| Income tax expense/(benefit) | 4,066 | 15,794 | 6,896 | 3,601 | (1,659) | (68) | (16,130) | (1,996) | ||||||||||||||||||||||||||||||||||||||||||
| Net income/(loss) from continuing operations | 20,248 | 63,749 | 21,636 | 13,031 | 18,899 | 23,043 | (543,045) | (12,072) | ||||||||||||||||||||||||||||||||||||||||||
| (Loss)/income from discontinued operations, net of tax | — | — | — | — | (3,890) | (1,818) | (6,336) | (7,798) | ||||||||||||||||||||||||||||||||||||||||||
| Net income/(loss) | $ | 20,248 | $ | 63,749 | $ | 21,636 | $ | 13,031 | $ | 15,009 | $ | 21,225 | $ | (549,381) | $ | (19,870) | ||||||||||||||||||||||||||||||||||
| Basic earnings/(loss) per share: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Continuing operations | $ | 0.42 | $ | 1.32 | $ | 0.43 | $ | 0.26 | $ | 0.38 | $ | 0.46 | $ | (10.80) | $ | (0.24) | ||||||||||||||||||||||||||||||||||
| Discontinued operations | — | — | — | — | (0.08) | (0.04) | (0.13) | (0.16) | ||||||||||||||||||||||||||||||||||||||||||
| Basic earnings/(loss) per common share | $ | 0.42 | $ | 1.32 | $ | 0.43 | $ | 0.26 | $ | 0.30 | $ | 0.42 | $ | (10.93) | $ | (0.40) | ||||||||||||||||||||||||||||||||||
| Diluted earnings/(loss) per share: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Continuing operations | $ | 0.42 | $ | 1.31 | $ | 0.43 | $ | 0.26 | $ | 0.38 | $ | 0.46 | $ | (10.80) | $ | (0.24) | ||||||||||||||||||||||||||||||||||
| Discontinued operations | — | — | — | — | (0.08) | (0.04) | (0.13) | (0.16) | ||||||||||||||||||||||||||||||||||||||||||
| Diluted earnings/(loss) per share | $ | 0.42 | $ | 1.31 | $ | 0.43 | $ | 0.26 | $ | 0.30 | $ | 0.42 | $ | (10.93) | $ | (0.40) | ||||||||||||||||||||||||||||||||||
| Weighted average common shares outstanding: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Basic | 47,958 | 48,395 | 50,321 | 50,330 | 50,308 | 50,329 | 50,246 | 50,204 | ||||||||||||||||||||||||||||||||||||||||||
| Diluted | 48,340 | 48,744 | 50,608 | 50,565 | 50,355 | 50,329 | 50,246 | 50,204 | ||||||||||||||||||||||||||||||||||||||||||
F-91
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 24. NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES
Presented below is net interest income after provision for credit losses for the three years ended 2021, 2020, and 2019, respectively:
| Years Ended December 31, | ||||||||||||||||||||
| (In thousands) | 2021 | 2020 | 2019 | |||||||||||||||||
| Net interest income | $ | 291,166 | $ | 316,782 | $ | 365,258 | ||||||||||||||
| Provision (benefit) for credit losses | (500) | 75,878 | 35,419 | |||||||||||||||||
| Net interest income after provision for credit losses | 291,666 | 240,904 | 329,839 | |||||||||||||||||
| Total non-interest income | 143,248 | 66,307 | 84,002 | |||||||||||||||||
| Total non-interest expense | 285,893 | 840,239 | 289,857 | |||||||||||||||||
| Income/(loss) from continuing operations before income taxes | 149,021 | (533,028) | 123,984 | |||||||||||||||||
| Income tax expense/(benefit) | 30,357 | (19,853) | 22,463 | |||||||||||||||||
| Net income/(loss) from continuing operations | 118,664 | (513,175) | 101,521 | |||||||||||||||||
| (Loss) from discontinued operations before income taxes | — | (26,855) | (5,539) | |||||||||||||||||
| Income tax (benefit) | — | (7,013) | (1,468) | |||||||||||||||||
| Net (loss) from discontinued operations | — | (19,842) | (4,071) | |||||||||||||||||
| Net income/(loss) | $ | 118,664 | $ | (533,017) | $ | 97,450 | ||||||||||||||
F-92
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 25. REVENUE
Revenue from contracts with customers in the scope of Topic 606 is recognized within noninterest income. The Company does not have any material significant payment terms as payment is received at or shortly after the satisfaction of the performance obligation. The value of unsatisfied performance obligations for contracts with an original expected length of one year or less are not disclosed. The Company recognizes incremental costs of obtaining contracts as an expense when incurred for contracts with a term of one year or less.
Topic 606 does not apply to revenue associated with financial instruments, including revenue from loans and securities. In addition, certain non-interest income streams such as fees associated with mortgage servicing rights, financial guarantees, derivatives, and certain credit card fees are also not in scope of Topic 606. Topic 606 is applicable to non-interest revenue streams such as wealth management fees, insurance commissions and fees, administrative services for customer deposit accounts, interchange fees, and sale of owned real estate properties.
The following presents non-interest income, segregated by revenue streams in-scope and out-of-scope of Topic 606, for the years ended 2021, 2020, and 2019, respectively.
| Years Ended December 31, | ||||||||||||||||||||
| (In thousands) | 2021 | 2020 | 2019 | |||||||||||||||||
| Non-interest income | ||||||||||||||||||||
In-scope of Topic 606: | ||||||||||||||||||||
Service charges on deposit accounts | $ | 20,249 | $ | 19,239 | $ | 23,122 | ||||||||||||||
Insurance commissions and fees | 7,003 | 10,770 | 10,957 | |||||||||||||||||
Wealth management fees | 10,530 | 9,285 | 9,353 | |||||||||||||||||
Interchange income | 8,321 | 7,559 | 6,266 | |||||||||||||||||
Non-interest income (in-scope of Topic 606) | $ | 46,103 | $ | 46,853 | $ | 49,698 | ||||||||||||||
Non-interest income (out-of-scope of Topic 606) | 97,145 | 19,454 | 34,304 | |||||||||||||||||
| Total non-interest income from continuing operations | $ | 143,248 | $ | 66,307 | $ | 84,002 | ||||||||||||||
Non-interest income streams in-scope of Topic 606 are discussed below.
Service Charges on Deposit Accounts. Service charges on deposit accounts consist of monthly service fees (i.e. business analysis fees and consumer service charges) and other deposit account related fees. The Company's performance obligation for monthly service fees is generally satisfied, and the related revenue recognized, over the period in which the service is provided. Other deposit account related fees are largely transactional based, and therefore, the Company's performance obligation is satisfied, and related revenue recognized, at a point in time. Payment for service charges on deposit accounts is primarily received immediately or in the following month through a direct charge to customers’ accounts. The Company may, from time to time, waive certain fees (e.g., NSF fee) for customers but generally do not reduce the transaction price to reflect variability for future reversals due to the insignificance of the amounts. Waiver of fees reduces the revenue in the period the waiver is granted to the customer.
Insurance Commissions and Fees. Commission revenue is recognized as of the effective date of the insurance policy or the date the customer is billed, whichever is later, net of return commissions related to policy cancellations. Policy cancellation is a variable consideration that is not deemed significant and thus, does not impact the amount of revenue recognized.
In addition, the Company may receive additional performance commissions based on achieving certain sales and loss experience measures. Such commissions are recognized when determinable, which is generally when such commissions are received or when the Company receives data from the insurance companies that allows the reasonable estimation of these amounts.
F-93
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Wealth Management Fees. Wealth management fees are primarily comprised of fees earned from consultative investment management, trust administration, tax return preparation, and financial planning. The Company’s performance obligation is generally satisfied over time and the resulting fees are recognized monthly, based on the daily accrual of the market value of the investment accounts and the applicable fee rate.
Interchange Fees. Interchange fees are transaction fees paid to the card-issuing bank to cover handling costs, fraud and bad debt costs, and the risk involved in approving the payment. Due to the day-to-day nature of these fees they are settled on a daily basis and are accounted for as they are received.
Gains/Losses on Sales of OREO. The sale of OREO and other nonfinancial assets are accounted for with the derecognition of the asset in question once a contract exists and control of the asset has been transferred to the buyer. The gain or loss on the sale is calculated as the difference between the carrying value of the asset and the transaction price.
F-94