UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-Q

(Mark One)

 

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

For the quarterly period ended September 30, 2020

 

or

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

 

For the transition period from               to              

 

Commission File Number: 001-31567

CENTRAL PACIFIC FINANCIAL CORP.

(Exact name of registrant as specified in its charter) 

Hawaii						99-0212597
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

 

220 South King Street, Honolulu, Hawaii 96813

(Address of principal executive offices) (Zip Code)

 

(808) 544-0500

(Registrant's telephone number, including area code)

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, No Par Value

CPF

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ☒  No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes ☒  No ☐

 

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

Large Accelerated Filer			☒			Accelerated filer			☐
Non-accelerated filer			☐			Smaller reporting company			☐
Emerging growth company			☐

 

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

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

The number of shares outstanding of registrant's common stock, no par value, on October 19, 2020 was 28,179,798 shares.

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CENTRAL PACIFIC FINANCIAL CORP. AND SUBSIDIARIES

Form 10-Q

 

Table of Contents

						Page
Part I.			Financial Information			3
Item 1.			Financial Statements (Unaudited)
			Consolidated Balance Sheets - September 30, 2020 and December 31, 2019			4
			Consolidated Statements of Income - Three months and nine months ended September 30, 2020 and 2019			5
			Consolidated Statements of Comprehensive Income - Three months and nine ended September 30, 2020 and 2019			6
			Consolidated Statements of Changes in Equity - Three months and nine months ended September 30, 2020 and 2019			7
			Consolidated Statements of Cash Flows - Nine months ended September 30, 2020 and 2019			9
			Notes to Consolidated Financial Statements (Unaudited)			11
Item 2.			Management's Discussion and Analysis of Financial Condition and Results of Operations			51
Item 3.			Quantitative and Qualitative Disclosures About Market Risk			78
Item 4.			Controls and Procedures			78
Part II.			Other Information			79
Item 1A.			Risk Factors			79
Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds			79
Item 6.			Exhibits			81
Signatures						82

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PART I.   FINANCIAL INFORMATION

 

Forward-Looking Statements and Factors that Could Affect Future Results

 

This document may contain forward-looking statements concerning: projections of revenues, expenses, income or loss, earnings or loss per share, capital expenditures, the payment or nonpayment of dividends, capital position, net interest margin or other financial items; statements of plans, objectives and expectations of Central Pacific Financial Corp. or its management or Board of Directors, including those relating to business plans, use of capital resources, products or services and regulatory developments and regulatory actions; statements of future economic performance including anticipated performance results in light of the COVID-19 pandemic and from our RISE2020 initiative; or any statements of the assumptions underlying or relating to any of the foregoing. Words such as "believes," "plans," "anticipates," "expects," "intends," "forecasts," "hopes," "targeting," "continue," "remain," "will," "should," "estimates," "may" and other similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.

While we believe that our forward-looking statements and the assumptions underlying them are reasonably based, such statements and assumptions are by their nature subject to risks and uncertainties, and thus could later prove to be inaccurate or incorrect. Accordingly, actual results could differ materially from those statements or projections for a variety of reasons, including, but not limited to: the adverse effects of the COVID-19 pandemic virus on local, national and international economies, including, but not limited to, the adverse impact on tourism and construction in the State of Hawaii, our borrowers, customers, third-party contractors, vendors and employees as well as the effects of government programs and initiatives in response to COVID-19; the impact of our participation in the Paycheck Protection Program ("PPP") and fulfillment of government guarantees on our PPP loans; the increase in inventory or adverse conditions in the real estate market and deterioration in the construction industry; adverse changes in the financial performance and/or condition of our borrowers and, as a result, increased loan delinquency rates, deterioration in asset quality, and losses in our loan portfolio; our ability to successfully implement our RISE2020 initiative; the impact of local, national, and international economies and events (including natural disasters such as wildfires, volcanic eruptions, hurricanes, tsunamis, storms, earthquakes and pandemic virus and disease, including COVID-19) on the Company's business and operations and on tourism, the military, and other major industries operating within the Hawaii market and any other markets in which the Company does business; deterioration or malaise in domestic economic conditions, including any destabilization in the financial industry and deterioration of the real estate market, as well as the impact of declining levels of consumer and business confidence in the state of the economy in general and in financial institutions in particular; changes in estimates of future reserve requirements based upon the periodic review thereof under relevant regulatory and accounting requirements; the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"), changes in capital standards, other regulatory reform and federal and state legislation, including but not limited to regulations promulgated by the Consumer Financial Protection Bureau (the "CFPB"), government-sponsored enterprise reform, and any related rules and regulations which affect our business operations and competitiveness; the costs and effects of legal and regulatory developments, including legal proceedings or regulatory or other governmental inquiries and proceedings and the resolution thereof, the results of regulatory examinations or reviews and the effect of, and our ability to comply with, any regulatory orders or actions we are or may become subject to; ability to successfully implement our initiatives to lower our efficiency ratio; the effects of and changes in trade, monetary and fiscal policies and laws, including the interest rate policies of the Board of Governors of the Federal Reserve System (the "FRB" or the "Federal Reserve"); inflation, interest rate, securities market and monetary fluctuations, including the anticipated replacement of the London Interbank Offered Rate ("LIBOR") Index and the impact on our loans and debt which are tied to that index; negative trends in our market capitalization and adverse changes in the price of the Company's common stock; political instability; acts of war or terrorism; pandemic virus and disease, including COVID-19; changes in consumer spending, borrowings and savings habits; failure to maintain effective internal control over financial reporting or disclosure controls and procedures; cybersecurity and data privacy breaches and the consequence therefrom; the ability to address deficiencies in our internal controls over financial reporting or disclosure controls and procedures; technological changes and developments; changes in the competitive environment among financial holding companies and other financial service providers; the effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Public Company Accounting Oversight Board, the Financial Accounting Standards Board ("FASB") and other accounting standard setters and the cost and resources required to implement such changes; our ability to attract and retain key personnel; changes in our organization, compensation and benefit plans; and our success at managing the risks involved in the foregoing items.

For further information with respect to factors that could cause actual results to materially differ from the expectations or projections stated in the forward-looking statements, please see the Company's publicly available Securities and Exchange Commission filings, including the Company's Form 10-K for the last fiscal year and, in particular, the discussion of "Risk Factors" set forth therein and herein. We urge investors to consider all of these factors carefully in evaluating the forward-looking statements contained in this Form 10-Q. Forward-looking statements speak only as of the date on which such statements are made. We undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which such statement is made, or to reflect the occurrence of unanticipated events except as required by law.

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CENTRAL PACIFIC FINANCIAL CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (Unaudited)

(dollars in thousands)			September 30, 2020						December 31, 2019
Assets
Cash and due from banks			$	89,665					$	78,418
Interest-bearing deposits in other banks			5,489						24,554
Investment securities:
Available-for-sale debt securities, at fair value			1,166,319						1,126,983
Equity securities, at fair value			1,204						1,127
Total investment securities			1,167,523						1,128,110
Loans held for sale			23,962						9,083
Loans			5,030,626						4,449,540
Allowance for credit losses			(80,542)						(47,971)
Loans, net of allowance for credit losses			4,950,084						4,401,569
Premises and equipment, net			61,095						46,343
Accrued interest receivable			21,478						16,500
Investment in unconsolidated subsidiaries			30,239						17,115
Other real estate owned			128						164
Mortgage servicing rights			12,429						14,718
Bank-owned life insurance			161,743						159,656
Federal Home Loan Bank stock			17,468						14,983
Right-of-use lease asset			44,896						52,348
Other assets			61,943						49,111
Total assets			$	6,648,142					$	6,012,672
Liabilities
Deposits:
Noninterest-bearing demand			$	1,762,476					$	1,450,532
Interest-bearing demand			1,114,123						1,043,010
Savings and money market			1,881,104						1,600,028
Time			921,226						1,026,453
Total deposits			5,678,929						5,120,023
Short-term borrowings			206,000						150,000
Long-term debt			101,547						101,547
Lease liability			45,355						52,632
Other liabilities			72,369						59,950
Total liabilities			6,104,200						5,484,152
Contingent liabilities and other commitments (see Notes 8, 15 and 16)
Equity
Preferred stock, no par value, authorized 1,000,000 shares; issued and outstanding: none at September 30, 2020 and December 31, 2019			—						—
Common stock, no par value, authorized 185,000,000 shares; issued and outstanding: 28,179,798 at September 30, 2020 and 28,289,257 at December 31, 2019			442,635						447,602
Additional paid-in capital			94,336						91,611
Accumulated deficit			(16,609)						(19,102)
Accumulated other comprehensive income			23,541						8,409
Total shareholders' equity			543,903						528,520
Non-controlling interest			39						—
Total equity			543,942						528,520
Total liabilities and equity			$	6,648,142					$	6,012,672

See accompanying notes to consolidated financial statements.

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CENTRAL PACIFIC FINANCIAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (Unaudited) 

			Three Months Ended September 30,												Nine Months Ended September 30,
(dollars in thousands, except per share data)			2020						2019						2020						2019
Interest income:
Interest and fees on loans			$	45,751					$	45,861					$	137,870					$	135,169
Interest and dividends on investment securities:
Taxable interest			5,233						7,178						18,300						22,968
Tax-exempt interest			621						708						1,888						2,388
Dividends			17						14						51						46
Interest on deposits in other banks			3						33						42						147
Dividends on Federal Home Loan Bank stock			128						186						366						508
Total interest income			51,753						53,980						158,517						161,226
Interest expense:
Interest on deposits:
Demand			115						207						405						598
Savings and money market			417						1,549						2,102						3,847
Time			1,284						4,432						6,676						14,391
Interest on short-term borrowings			71						1,130						653						3,146
Interest on long-term debt			746						1,013						2,472						3,104
Total interest expense			2,633						8,331						12,308						25,086
Net interest income			49,120						45,649						146,209						136,140
Provision for credit losses			14,652						1,532						34,621						4,219
Net interest income after provision for credit losses			34,468						44,117						111,588						131,921
Other operating income:
Mortgage banking income			4,345						1,994						8,248						5,275
Service charges on deposit accounts			1,475						2,125						4,674						6,247
Other service charges and fees			3,345						3,894						11,158						11,018
Income from fiduciary activities			1,149						1,126						3,716						3,220
Equity in earnings of unconsolidated subsidiaries			104						86						234						165
Investment securities gains (losses)			(352)						36						(352)						36
Income from bank-owned life insurance			1,179						645						2,584						2,511
Net gain (loss) on sales of foreclosed assets			—						17						(6)						17
Other			318						343						885						3,544
Total other operating income			11,563						10,266						31,141						32,033
Other operating expense:
Salaries and employee benefits			20,729						20,631						61,698						61,083
Net occupancy			3,834						3,697						11,151						10,680
Equipment			1,234						1,067						3,374						3,211
Communication expense			856						1,008						2,467						2,645
Legal and professional services			2,262						1,933						6,528						5,231
Computer software expense			3,114						2,713						9,092						7,870
Advertising expense			1,020						711						3,035						2,134
Foreclosed asset expense			6						15						73						223
Other			3,917						3,159						12,221						12,312
Total other operating expense			36,972						34,934						109,639						105,389
Income before income taxes			9,059						19,449						33,090						58,565
Income tax expense			2,200						4,895						7,988						14,440
Net income			$	6,859					$	14,554					$	25,102					$	44,125
Per common share data:
Basic earnings per common share			$	0.24					$	0.51					$	0.89					$	1.54
Diluted earnings per common share			$	0.24					$	0.51					$	0.89					$	1.53
Cash dividends declared			$	0.23					$	0.23					$	0.69					$	0.67
Weighted average common shares outstanding used in computation:
Basic shares			28,060,020						28,424,898						28,075,684						28,575,369
Diluted shares			28,111,664						28,602,338						28,172,153						28,762,057

 See accompanying notes to consolidated financial statements.

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CENTRAL PACIFIC FINANCIAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

 

						Three Months Ended September 30,												Nine Months Ended September 30,
(dollars in thousands)						2020						2019						2020						2019
Net income						$	6,859					$	14,554					$	25,102					$	44,125
Other comprehensive income (loss), net of tax:
Net change in unrealized gain (loss) on investment securities						(2,257)						4,386						14,165						27,547
Defined benefit plans						247						283						967						773
Total other comprehensive income (loss), net of tax						(2,010)						4,669						15,132						28,320
Comprehensive income						$	4,849					$	19,223					$	40,234					$	72,445

 

See accompanying notes to consolidated financial statements.

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CENTRAL PACIFIC FINANCIAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Unaudited) 

			Common Shares Outstanding						Preferred Stock						Common Stock						Additional Paid-In Capital						Accum. Deficit						Accum. Other Comp. Income (Loss)						Non- Controlling Interest						Total
			(dollars in thousands, except per share data)
Balance at December 31, 2019			28,289,257						$	—					$	447,602					$	91,611					$	(19,102)					$	8,409					$	—					$	528,520
Impact of the adoption of new accounting standards (1)			—						—						—						—						(3,156)						—						—						(3,156)
Adjusted balance at January 1, 2020			28,289,257						—						447,602						91,611						(22,258)						8,409						—						525,364
Net income			—						—						—						—						8,326						—						—						8,326
Other comprehensive income			—						—						—						—						—						10,663						—						10,663
Cash dividends declared ($0.23 per share)			—						—						—						—						(6,496)						—						—						(6,496)
Common stock repurchased and retired and other related costs			(206,802)						—						(4,749)						—						—						—						—						(4,749)
Share-based compensation			32,898						—						—						673						—						—						—						673
Non-controlling interest			—						—						—						—						—						—						49						49
Balance at March 31, 2020			28,115,353						$	—					$	442,853					$	92,284					$	(20,428)					$	19,072					$	49					$	533,830
Net income			—						—						—						—						9,917						—						—						9,917
Other comprehensive income			—						—						—						—						—						6,479						—						6,479
Cash dividends declared ($0.23 per share)			—						—						—						—						(6,475)						—						—						(6,475)
Common stock purchased by directors' deferred compensation plan (8,800 shares, net)			—						—						(154)						—						—						—						—						(154)
Share-based compensation expense			38,806						—												723						—						—						—						723
Non-controlling interest			—						—						—						—						—						—						(14)						(14)
Balance at June 30, 2020			28,154,159						$	—					$	442,699					$	93,007					$	(16,986)					$	25,551					$	35					$	544,306
Net income			—						—						—						—						6,859						—						—						6,859
Other comprehensive income			—						—						—						—						—						(2,010)						—						(2,010)
Cash dividends declared ($0.23 per share)			—						—						—						—						(6,482)						—						—						(6,482)
Common stock purchased by directors' deferred compensation plan (4,200 shares, net)			—						—						(64)						—						—						—						—						(64)
Share-based compensation			25,639						—												1,329						—						—						—						1,329
Non-controlling interest			—						—						—						—						—						—						4						4
Balance at September 30, 2020			28,179,798						$	—					$	442,635					$	94,336					$	(16,609)					$	23,541					$	39					$	543,942

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			Common Shares Outstanding						Preferred Stock						Common Stock						Additional Paid-In Capital						Accum. Deficit						Accum. Other Comp. Income (Loss)						Non- Controlling Interest						Total
			(dollars in thousands, except per share data)
Balance at December 31, 2018			28,967,715						$	—					$	470,660					$	88,876					$	(51,718)					$	(16,093)					$	—					$	491,725
Impact of the adoption of new accounting standards (2)			—						—						—						—						—						(3,100)						—						(3,100)
Adjusted balance at January 1, 2019			28,967,715						—						470,660						88,876						(51,718)						(19,193)						—						488,625
Net income			—						—						—						—						16,037						—						—						16,037
Other comprehensive income			—						—						—						—						—						11,238						—						11,238
Cash dividends declared ($0.21 per share)			—						—						—						—						(6,052)						—						—						(6,052)
Common stock repurchased and retired and other related costs			(277,000)						—						(7,708)						—						—						—						—						(7,708)
Share-based compensation			32,326						—						—						498						—						—						—						498
Balance at March 31, 2019			28,723,041						$	—					$	462,952					$	89,374					$	(41,733)					$	(7,955)					$	—					$	502,638
Net income			—						—						—						—						13,534						—						—						13,534
Other comprehensive income			—						—						—						—						—						12,413						—						12,413
Cash dividends declared ($0.23 per share)			—						—						—						—						(6,581)						—						—						(6,581)
Common stock purchased by directors' deferred compensation plan (14,600 shares, net)			—						—						(416)						—						—						—						—						(416)
Common stock repurchased and retired and other related costs			(213,700)						—						(6,243)						—						—						—						—						(6,243)
Share-based compensation			58,436						—												350						—						—						—						350
Balance at June 30, 2019			28,567,777						$	—					$	456,293					$	89,724					$	(34,780)					$	4,458					$	—					$	515,695
Net income			—						—						—						—						14,554						—						—						14,554
Other comprehensive income			—						—						—						—						—						4,669						—						4,669
Cash dividends declared ($0.23 per share)			—						—						—						—						(6,556)						—						—						(6,556)
Common stock repurchased and retired and other related costs			(140,600)						—						(4,015)						—						—						—						—						(4,015)
Share-based compensation			14,164						—												880						—						—						—						880
Balance at September 30, 2019			28,441,341						$	—					$	452,278					$	90,604					$	(26,782)					$	9,127					$	—					$	525,227
(1) Represents the impact of the adoption of Accounting Standards Update ("ASU") ASU 2016-13. See Note 2 to the consolidated financial statements for additional information.
(2) Represents the impact of the adoption of ASU 2017-12.

 See accompanying notes to consolidated financial statements.

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CENTRAL PACIFIC FINANCIAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

			Nine Months Ended September 30,
(dollars in thousands)			2020						2019
Cash flows from operating activities:
Net income			$	25,102					$	44,125
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses			34,621						4,219
Depreciation and amortization of premises and equipment			4,628						4,628
Non-cash lease expense			176						220
Cash flows from operating leases			(4,743)						(4,663)
Loss on sale of other real estate, net of write-downs			70						138
Amortization of mortgage servicing rights			4,558						1,727
Net amortization and accretion of premium/discounts on investment securities			7,127						6,808
Share-based compensation expense			2,725						1,728
Net loss (gain) on sales of investment securities			352						(36)
Net gain on sales of residential mortgage loans			(9,971)						(2,836)
Proceeds from sales of loans held for sale			287,924						152,684
Originations of loans held for sale			(292,832)						(150,217)
Equity in earnings of unconsolidated subsidiaries			(234)						(165)
Distributions from unconsolidated subsidiaries			225						175
Net increase in cash surrender value of bank-owned life insurance			(2,253)						(1,499)
Deferred income taxes			(6,953)						7,548
Net tax (expense) benefit from share-based compensation			(157)						209
Net change in other assets and liabilities			(9,955)						(12,309)
Net cash provided by operating activities			40,410						52,484
Cash flows from investing activities:
Proceeds from maturities of and calls on investment securities available-for-sale			237,632						194,626
Proceeds from sales of investment securities available-for-sale			86,508						53,935
Purchases of investment securities available-for-sale			(351,701)						(54,975)
Proceeds from sale of MasterCard stock			—						2,555
Net loan originations			(546,954)						(214,834)
Purchases of loan portfolios			(39,876)						(78,820)
Proceeds from sale of foreclosed loans/other real estate owned			94						—
Proceeds from bank-owned life insurance			166						—
Net purchases of premises, equipment and land			(19,380)						(3,438)
Net return of capital from unconsolidated subsidiaries			—						622
Contributions to unconsolidated subsidiaries			(2,936)						—
Net proceeds from redemption of (purchases of) FHLB stock			(2,485)						(538)
Net cash used in investing activities			(638,932)						(100,867)
Cash flows from financing activities:
Net increase in deposits			558,906						91,169
Proceeds from long-term debt			65,944						—
Repayments of long-term debt			(65,944)						(20,619)
Net increase in short-term borrowings			56,000						8,000
Cash dividends paid on common stock			(19,453)						(19,189)
Repurchases of common stock and other related costs			(4,749)						(17,966)
Net cash provided by financing activities			590,704						41,395
Net decrease in cash and cash equivalents			(7,818)						(6,988)
Cash and cash equivalents at beginning of period			102,972						102,186
Cash and cash equivalents at end of period			$	95,154					$	95,198
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest			$	14,988					$	24,735
Income taxes			15,803						17,601
Cash received during the period for:
Income taxes			—						—
Supplemental disclosure of non-cash information:
Net change in common stock held by directors’ deferred compensation plan			218						416
Net reclassification of loans to foreclosed loans/other real estate owned			128						190
Net transfer of loans to loans held for sale			6,565						—
Net transfer of investment securities held-to-maturity to available-for-sale			—						(149,042)
Right-of-use lease assets obtained in exchange for lease liabilities			—						55,887

 See accompanying notes to consolidated financial statements.

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CENTRAL PACIFIC FINANCIAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

 

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

 

The accompanying unaudited consolidated financial statements of Central Pacific Financial Corp. and Subsidiaries (herein referred to as the "Company," "we," "us" or "our") have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations.

These interim condensed consolidated financial statements and notes should be read in conjunction with the Company's consolidated financial statements and notes thereto filed on Form 10-K for the fiscal year ended December 31, 2019. In the opinion of management, all adjustments necessary for a fair presentation have been made and include all normal recurring adjustments. Interim results of operations are not necessarily indicative of results to be expected for the year.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

In January 2020, we acquired a 50% ownership interest in a mortgage loan origination and brokerage company, Oahu HomeLoans, LLC. The bank concluded that the investment meets the consolidation requirements under Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 810, "Consolidation." The bank concluded that the entity meets the definition of a variable interest entity and that we are the primary beneficiary of the variable interest entity. Accordingly, the investment has been consolidated into our financial statements.

We also have non-controlling equity investments in affiliates that are accounted for under the cost method and are included in investment in unconsolidated subsidiaries.

Our investments in unconsolidated subsidiaries accounted for under the equity, proportional amortization and cost methods were $0.2 million, $28.4 million and $1.6 million, respectively, at September 30, 2020 and $0.2 million, $15.3 million and $1.6 million, respectively, at December 31, 2019. Our policy for determining impairment of these investments includes an evaluation of whether a loss in value of an investment is other than temporary. Evidence of a loss in value includes absence of an ability to recover the carrying amount of the investment or the inability of the investee to sustain an earnings capacity which would justify the carrying amount of the investment. We perform impairment tests whenever indicators of impairment are present. If the value of an investment declines and it is considered other than temporary, the investment is written down to its respective fair value in the period in which this determination is made.

The Company sponsors the Central Pacific Bank Foundation, which is not consolidated in the Company's financial statements.

Risks and Uncertainties

COVID-19 Pandemic

In December 2019, a novel strain of coronavirus (“COVID-19”) was reported to have surfaced in Wuhan, China, and has since spread across the globe. In March 2020, the World Health Organization declared COVID-19 a global pandemic and the United States declared a National Public Health Emergency. The COVID-19 pandemic has severely impacted the level of economic activity in the local, national and global economies and financial markets. The pandemic has resulted in temporary closures of many businesses and the institution of social distancing and sheltering in place requirements in many states and communities. The Company and its customers have been adversely affected by the COVID-19 pandemic. The full extent to which the COVID-19 pandemic negatively impacts the Company's business, results of operations, and financial condition, as well as its regulatory capital and liquidity ratios, is unknown at this time and will depend on future developments, including the scope and duration of the pandemic and actions taken by governmental authorities and other third parties in response to the pandemic. If the pandemic continues to be sustained, it may further adversely impact the Company and the State of Hawaii and impair the ability of the Company's customers to fulfill their contractual obligations to the Company. This could cause the Company to experience a material adverse effect on its business operations, asset valuations, financial condition, and results of operations.

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Material adverse effects may include all or a combination of losses in operations, higher provisions for credit losses and valuation impairments on the Company's investments, loans, mortgage servicing rights, deferred tax assets, or counter-party risk derivatives.

Change in Operating Segments and Reclassifications

In the first quarter of 2020, the Company reassessed the alignment of its reportable segments and combined its three reportable segments (Banking Operations, Treasury and All Others segments) into a single operating segment. We believe this change better reflects how the Company's Executive Committee, or its chief operating decision maker ("CODM"), manages, allocates resources and assesses performance of the activities of the Company. The Company also believes that this change is better aligned with how the Company's CODM manages its business. Segment results for 2019 have been reclassified to reflect the realignment of the Company’s reportable segments and be comparable to the segment results for 2020. This change in reportable segments did not have an impact on the Company's previously reported historical consolidated financial statements.

Investment Securities

Investments in debt securities are designated as trading, available-for-sale ("AFS"), or held-to-maturity ("HTM"). Investments in debt securities are designated as HTM only if we have the positive intent and ability to hold these securities to maturity. HTM securities are reported at amortized cost in the consolidated balance sheets. Trading securities are reported at fair value, with changes in fair value included in net income. Debt securities not classified as HTM or trading are classified as AFS and are reported at fair value, with net unrealized gains and losses, net of applicable taxes, excluded from net income and included in accumulated other comprehensive income (loss) ("AOCI").

Equity securities with readily determinable fair values are carried at fair value, with changes in fair value included in net income. Equity securities without readily determinable fair values are carried at cost, minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment.

The Company classifies its investment securities portfolio into the following major security types: mortgage-backed securities ("MBS"), other debt securities and equity securities. The Company’s MBS portfolio is comprised primarily of residential MBS issued by United States of America ("U.S.") government entities and agencies. These securities are either explicitly or implicitly guaranteed by an agency of the U.S. government, are highly rated by major rating agencies and have a long history of no credit losses. The remainder of the MBS portfolio are commercial MBS issued by U.S government entities and agencies (which there is no minimum credit rating), non-agency residential MBS (which shall meet a minimum credit rating of AAA) and non-agency commercial MBS (which shall meet a minimum credit rating of BBB and meet minimum internal credit guidelines).

The Company’s other debt securities portfolio is comprised of obligations issued by U.S. government entities and agencies, obligations issued by states and political subdivisions (which shall meet a minimum credit rating of BBB), and corporate bonds (which shall meet a minimum credit rating of BBB-).

Interest income on investment securities includes amortization of premiums and accretion of discounts. We amortize premiums to the earliest call date. We accrete discounts associated with investment securities using the effective interest method over the life of the respective security instrument. Gains and losses on the sale of investment securities are recorded on the trade date and determined using the specific identification method.

A debt security is placed on nonaccrual status at the time any principal or interest payments become 90 days delinquent. Interest accrued but not received for a security placed on non-accrual status is reversed against current period interest income. There were no investment securities on nonaccrual status as of September 30, 2020 and the Company did not reverse any accrued interest against interest income during the three and nine months ended September 30, 2020.

Allowance for Credit Losses (“ACL”) for AFS Debt Securities

AFS debt securities in an unrealized loss position are evaluated for impairment at least quarterly. For AFS debt securities in an unrealized loss position, the Company first assesses whether or not it intends to sell, or it is more likely than not that it will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the investment security’s amortized cost basis is written down to fair value through net income.

For AFS debt securities that do not meet the aforementioned criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In conducting this assessment for debt securities in an unrealized loss position, management evaluates the extent to which fair value is less than amortized cost, any changes to the rating of the security by a

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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 investment 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 ACL 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 ACL is recognized in AOCI.

Changes in the ACL are recorded as a provision for (or reversal of) credit losses. Losses are charged against the ACL when management believes the uncollectibility of an AFS debt security is confirmed or when either of the criteria regarding intent or requirement to sell is met.

As of September 30, 2020, the declines in market values of our AFS debt securities were primarily attributable to changes in interest rates and volatility in the financial markets. Because we have no intent to sell securities in an unrealized loss position and it is not more likely than not that we will be required to sell such securities before recovery of its amortized cost basis, we do not believe a credit loss exists and an ACL was not recorded.

The Company has made a policy election to exclude accrued interest receivable from the amortized cost basis of debt securities and report accrued interest receivable together with accrued interest on loans in the consolidated balance sheets. Accrued interest receivable on AFS debt securities totaled $4.2 million as of September 30, 2020. Accrued interest receivable on AFS debt securities is excluded from the estimate of credit losses.

ACL for HTM Debt Securities

Management measures expected credit losses on HTM debt securities on a collective basis by major security type. For pools of such securities with common risk characteristics, the historical lifetime probability of default and severity of loss in the event of default is derived or obtained from external sources. Expected credit losses for these securities are estimated using a loss rate methodology which considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts.

Expected credit loss on each security in the HTM portfolio that do not share common risk characteristics with any of the pools of debt securities is individually measured based on net realizable value, or the difference between the discounted value of the expected future cash flows, based on the original effective interest rate, and the recorded amortized cost basis of the security.

Accrued interest on HTM debt securities is reported in accrued interest receivable on the consolidated balance sheets and is excluded from the estimate of credit losses.

The Company did not have any HTM debt securities as of September 30, 2020.

Federal Home Loan Bank Stock

We are a member of the Federal Home Loan Bank of Des Moines (the "FHLB"). The bank is required to obtain and hold a specific number of shares of capital stock of the FHLB equal to the sum of a membership investment requirement and an activity-based investment requirement. The securities are reported at cost and are presented separately in the consolidated balance sheets.

Loans

Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at amortized cost, net of the ACL. Amortized cost is the unpaid principal amount outstanding, net of unamortized purchase premiums and discounts, unamortized deferred loan origination fees and costs and cumulative principal charge-offs. Purchase premiums and discounts are generally amortized into interest income over the contractual terms of the underlying loans using the effective interest method. Loan origination fees, net of certain direct origination costs, are deferred and recognized in interest income over the life of the related loan as an adjustment to yield and are amortized using the interest method over the contractual term of the loan, adjusted for actual prepayments. Deferred loan fees and costs on loans paid in full are recognized as a component of interest income on loans.

Interest income on loans is accrued at the contractual rate of interest on the unpaid principal balance. Accrued interest receivable on loans totaled $17.3 million at September 30, 2020 and is reported together with accrued interest on AFS debt securities on the consolidated balance sheets. Upon adoption of ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” the Company made the accounting policy election to not measure an estimate of credit losses on accrued interest receivable as the Company writes off any uncollectible accrued interest receivable in a timely manner. The Company believes COVID-19 modified loans have distinct risk characteristics that cause

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them to be monitored and assessed for credit risk differently than their unmodified counterparts. Thus, in the third quarter of 2020, the Company elected to measure a reserve on the accrued interest receivable for loans on active payment forbearance or deferral. As a result, during the third quarter of 2020, the Company recorded a reserve of $0.2 million against accrued interest receivable with the offset recorded to provision for credit losses.

Nonaccrual Loans

The Company determines delinquency status by considering the number of days full payments required by the contractual terms of the loan are past due. Loans are generally placed on nonaccrual status when principal and/or interest payments are 90 days past due, or earlier should management determine that the borrowers will be unable to meet contractual principal and/or interest obligations, unless the loans are well-secured and in the process of collection. When a loan is placed on nonaccrual status, all interest previously accrued but not collected is reversed against current period interest income should management determine that the collectability of such accrued interest is doubtful. All subsequent receipts are applied to principal outstanding and no interest income is recognized unless the financial condition and payment record of the borrowers warrant such recognition and the loan is restored to accrual status. A nonaccrual loan may be restored to an accrual basis when principal and interest payments are current for a predetermined period, normally at least six months, and full payment of principal and interest is reasonably assured.

Troubled Debt Restructuring (“TDR”)

A loan is accounted for and reported as a TDR when two conditions are met: 1) the borrower is experiencing financial difficulty and 2) the Company grants a concession to the borrower experiencing financial difficulty that it would not otherwise consider for a borrower or transaction with similar credit risk characteristics. A restructuring that results in only an insignificant delay in payment is not considered a concession. A delay may be considered insignificant if the payments subject to the delay are insignificant relative to the unpaid principal or collateral value and the contractual amount due, or the delay in timing of the restructured payment period is insignificant relative to the frequency of payments, the debt’s original contractual maturity or original expected duration.

TDRs that are performing and on accrual status as of the date of the modification remain on accrual status. TDRs that are nonperforming as of the date of modification generally remain as nonaccrual until the prospect of future payments in accordance with the modified loan agreement is reasonably assured, generally demonstrated when the borrower maintains compliance with the restructured terms for a predetermined period, normally at least six months. TDRs with temporary below-market concessions remain designated as a TDR regardless of the accrual or performance status until the loan is paid off.

Expected credit losses are estimated on a collective (pool) basis when they share similar risk characteristics. If a TDR financial asset shares similar risk characteristics with other financial assets, it is evaluated with those other financial assets on a collective basis. If it does not share similar risk characteristics with other financial assets, it is evaluated individually. The Company’s ACL reflects all effects of a TDR when an individual asset is specifically identified as a reasonably expected TDR. The Company has determined that a TDR is reasonably expected no later than the point when the lender concludes that modification is the best course of action and it is at least reasonably possible that the troubled borrower will accept some form of concession from the lender to avoid a default. Reasonably expected TDRs and executed TDRs are evaluated to determine the required ACL using the same method as all other loans held for investment, except when the value of a concession cannot be measured using a method other than the discounted cash flow method. When the value of a concession is measured using the discounted cash flow method, the ACL is determined by discounting the expected future cash flows at the original interest rate of the loan. Based on the underlying risk characteristics, TDRs performing in accordance with their modified contractual terms may be collectively evaluated.

In April 2020, various regulatory agencies, including the Board of Governors of the Federal Reserve System and the Federal Deposit Insurance Corporation, (“the agencies”) issued a revised interagency statement encouraging financial institutions to work with customers affected by the COVID-19 pandemic and providing additional information regarding loan modifications. The revised interagency statement clarifies the interaction between the interagency statement issued on March 22, 2020 and the temporary relief provided by Section 4013 of the CARES Act. Section 4013 allows financial institutions to suspend the requirements to classify certain loan modifications as TDRs. The revised statement also provides supervisory interpretations on past due and nonaccrual regulatory reporting of loan modification programs and regulatory capital. Section 4013 and the interagency guidance are being applied by the Company to loan modifications made related to the COVID-19 pandemic as eligible and appropriate. The application of the guidance reduced the number of TDRs that were reported. Future TDRs are indeterminable and will depend on future developments, which are highly uncertain and cannot be predicted, including the scope and duration of the pandemic and actions taken by governmental authorities and other third parties in response to the pandemic.

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ACL for Loans

Under the current expected credit loss methodology, the ACL for loans 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. Our policy is to charge off a loan in the period in which the loan is deemed to be uncollectible and all interest previously accrued but not collected is reversed against current period interest income. We consider a loan to be uncollectible when it is probable that a loss has been incurred and the Company can make a reasonable estimate of the loss. In these instances, the likelihood of and/or timeframe for recovery of the amount due is uncertain, weak, or protracted. Subsequent receipts, if any, are credited first to the remaining principal, then to the ACL for loans as recoveries, and finally to unaccrued interest.

The ACL for loans represents management's estimate of all expected credit losses over the expected life of our existing loan portfolio. Management estimates the ACL balance using relevant available information about the collectability of cash flows, from internal and external sources, including historical information relating to past events, current conditions, and reasonable and supportable forecasts of future economic conditions. When the Company is unable to forecast future economic events, management may revert to historical information.

The Company's methodologies incorporate a reasonable and supportable forecast period of one year and revert to historical loss information on a straight-line basis over one year when its forecast is no longer deemed reasonable and supportable.

The Company maintains an ACL at an appropriate level as of a given balance sheet date to absorb management’s best estimate of expected life of loan credit losses.

Historical credit loss experience provides the basis for the Company’s expected credit loss estimate. Adjustments to historical loss information may be made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, or when historical asset terms do not reflect the contractual terms of the financial assets being evaluated.

The ACL methodology may also consider other adjustments to address changes in conditions, trends, and circumstances such as local industry changes that could have a significant impact on the risk profile of the loan portfolio and provide for losses in the loan portfolio that may not be reflected and/or captured in the historical loss data. These factors include: lending policies, imprecision in forecasting future economic conditions, loan profile, lending staff, problem loan trends, loan review, collateral, credit concentration and other internal and external factors.

The Company uses the Moody’s Analytics forecasting service for the economic forecast considered in its ACL methodology. The Moody’s Analytics forecast includes both National and Hawaii specific economic indicators. The Moody’s forecast is widely used in the industry and is reasonable and supportable. The Moody’s Analytics forecast is updated at least monthly and includes a variety of economic scenarios. Generally the Company will use the most recent consensus forecast from Moody’s as of the balance sheet date. During times of economic and market volatility or instability, the Company may include a qualitative factor for forecast imprecision that factors in other potential economic scenarios available by Moody’s Analytics or may apply overrides to its statistical models to enhance the reasonableness of its loss estimates.

The ACL is measured on a collective or pool basis when similar risk characteristics exist. The Company segments its portfolio generally by Federal Financial Institutions Examination Council ("FFIEC") Call Report codes. Loan pools are further segmented by risk utilizing risk ratings or bands of payment delinquency (including TDR or non-accrual status), depending on what is most appropriate for each segment. Additional sub-segmentation may be utilized to identify groups of loans with unique risk characteristics relative to the rest of the portfolio.

The Company relies on a third-party platform which offers multiple methodologies to measure historical life-of-loan losses. The Company has also developed statistical models internally to incorporate future economic conditions and forecast expected credit losses based on various macro-economic indicators such as unemployment and income levels.

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The Company has identified the following portfolio segments to measure the allowance for credit losses:

Loan Segment

Historical Lifetime Loss Method

Historical Lookback Period

Economic Forecast Length

Reversion Method

Construction

Probability of Default/Loss Given Default ("PD/LGD")

2008-Present

One Year

One Year (straight-line basis)

Commercial real estate

Loss-Rate Migration

2008-Present

Multi-family mortgage

PD/LGD

2008-Present

Commercial, financial and agricultural

Loss-Rate Migration

2008-Present

Home equity lines of credit

Loss-Rate Migration

2008-Present

Residential mortgage

Loss-Rate Migration

2008-Present

Consumer - other revolving

Loss-Rate Migration

2008-Present

Consumer - non-revolving

Loss-Rate Migration

2008-Present

Purchased Mainland portfolios (Dealer, Other consumer)

Weighted-Average Remaining Maturity ("WARM")

2008-Present

Below is a description and the risk characteristics of each segment:

Construction loans

Construction loans include both residential and commercial development projects. Each construction project is evaluated for economic viability and construction loans pose higher credit risks than typical secured loans. Financial strength of the borrower, completion risk (the risk that the project will not be completed on time and within budget) and geographic location are the predominant risk characteristics of this segment.

Commercial real estate loans

Commercial real estate loans are secured by commercial properties. The predominant risk characteristic of this segment is operating risk, which is the risk that the borrower will be unable to generate sufficient cash flows from the operation of the property. Interest rate conditions and the commercial real estate market through economic cycles also impact risk levels.

Multi-family mortgage loans

Multi-family mortgage loans can comprise multi-building properties with extensive amenities to a single building with no amenities. The primary risk characteristic of this segment is operating risk or the ability to generate sufficient rental cash flows from the operation of the property within the owner’s strategy and resources.

Commercial, financial and agricultural loans

Loans in this category consist primarily of term loans and lines of credit to small and middle-market businesses and professionals. The predominant risk characteristics of this segment are the cash flows of the business we lend to, global cash flows including guarantor liquidity, as well as economic and market conditions. The borrower’s business is typically regarded as the principal source of repayment, though our underwriting policy and practice generally requires secondary sources of support or collateral to mitigate risk.

Paycheck Protection Program (“PPP”) loans are also in this category and are considered lower risk as they are guaranteed by the Small Business Administration (“SBA”) and may be forgivable in whole or in part in accordance with the requirements of the PPP.

Home equity lines of credit

Home equity lines of credit include fixed or floating interest rate loans and are secured by single-family owner-occupied primary residences in Hawaii. They are underwritten based on a minimum FICO score, maximum debt-to-income ratio, and maximum combined loan-to-value ratio. Home equity lines of credit are monitored based on credit score, delinquency, end of draw period and maturity.

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Residential mortgage loans

Residential mortgage loans include fixed-rate and adjustable-rate loans primarily secured by single-family owner-occupied primary residences in Hawaii. Economic conditions such as unemployment levels, future changes in interest rates and other market factors impact the level of credit risk inherent in the portfolio.

Consumer loans - other revolving

This segment consists of consumer unsecured lines of credit. Its predominant risk characteristics relate to current and projected economic conditions as well as employment and income levels attributed to the borrower.

Consumer loans - non-revolving

This segment consists of consumer non-revolving loans, including dealer loans. Its predominant risk characteristics relate to current and projected economic conditions as well as employment and income levels attributed to the borrower.

Purchased consumer portfolios

Credit risk for purchased consumer loans is managed on a pooled basis. The predominant risk characteristics of purchased consumer loans include current and projected economic conditions, employment and income levels, and the quality of purchased consumer loans.

Below is a description of the methodologies mentioned above:

PD/LGD

The PD/LGD calculation is based on a cohort methodology whereby loans in the same cohort are tracked over time to identify defaults and corresponding losses. PD/LGD analysis requires a portfolio segmented into pools, and we elected to then further sub-segment by risk characteristics such as Risk Rating, days past due, delinquency counters, TDR status and Nonaccrual status to measure losses accurately. PD measures the count or dollar amount of loans that defaulted in a given cohort. LGD measures the losses related to the loans that defaulted. Total loss rate is calculated using the formula ‘PD times LGD’.

Migration

Migration analysis is a cohort-based approach that measures cumulative net charge-offs over a defined time-horizon to calculate a loss rate that will be applied to the loan pool. Migration analysis requires the portfolio to be segmented into pools then further sub-segmented by risk characteristics such as risk rating, days past due, delinquency counters, TDR status and Nonaccrual status to measure loss rates accurately. The key inputs to run a migration analysis are the length and frequency of the migration period, the dates for the migration periods to start and the number of migration periods used for the analysis. For each migration period, the analysis will determine the outstanding balance in each segment and/or sub-segment at the start of each period. These loans will then be followed for the length of the migration period to identify the amount of associated charge-offs and recoveries. A loss rate for each migration period is calculated using the formula 'net charge-offs over the period divided by beginning loan balance.

WARM

Under the WARM methodology, lifetime losses are calculated by determining the remaining life of the loan pool and then applying a loss rate which includes a forecast component over this remaining life. The methodology considers historical loss experience as well as a loss forecast expectation to estimate credit losses for the remaining balance of the loan pool. The calculated loss rate is applied to the contractual term (adjusted for prepayments) to determine the loan pool’s current expected credit losses.

Other

If a loan ceases to share similar risk characteristics with other loans in its segment, it will be moved to a different pool sharing similar risk characteristics. Loans that do not share risk characteristics are evaluated on an individual basis based on the fair value of the collateral or other approaches such as discounted cash flow (“DCF”) techniques. Loans evaluated individually are not included in the collective evaluation.

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Determining the Term

Expected credit losses are estimated over the contractual term of the loans and are adjusted for expected prepayments when appropriate. The contractual term excludes expected extensions, renewals, and modifications unless either of the following applies: management has a reasonable expectation at the reporting date that a troubled debt restructuring will be executed with an individual borrower or the extension or renewal options are included in the original or modified contract at the reporting date and are not unconditionally cancellable by the Company. If such renewal options or extensions are present, these options are evaluated in determining the contractual term.

Reserve for Off-Balance Sheet Credit Exposures

The Company maintains a separate and distinct reserve for off-balance-sheet credit exposures which is included in other liabilities on the Company’s consolidated balance sheets. The Company estimates the amount of expected losses by calculating a commitment usage factor for letters of credit, non-revolving lines of credit, and revolving lines of credit over the remaining life during which the Company is exposed to credit risk via a contractual obligation to extend credit.

Letters of credit are generally unlikely to advance since they are typically in place only to ensure various forms of performance of the borrowers. Many of the letters of credit are cash secured. Non-revolving lines of credit are determined to be likely to advance as these are typically construction lines. Meanwhile, the likelihood of revolving lines of credit advancing varies with each individual borrower. Therefore, the future usage of each line was estimated based on the average line utilization of the revolving line of credit portfolio as a whole.

The estimate also applies the loss factors for each loan type used in the ACL for loans methodology, which is based on historical losses, economic conditions and reasonable and supportable forecasts. The reserve for off-balance sheet credit exposures is adjusted as a provision for off-balance sheet credit exposures in other operating expense.

Purchased Credit Deteriorated (“PCD”) Financial Assets

The Company has purchased financial assets, none of which were credit deteriorated since origination at the time of purchase. The Company does not purchase any financial assets that are greater than 30 days delinquent at the time of purchase.

PCD financial assets, if any, are recorded at the amount paid. An ACL for PCD financial assets will be determined using the same methodology as other financial assets. The initial ACL determined on a collective basis is allocated to individual financial assets. The sum of the financial asset’s purchase price and the ACL becomes its initial amortized cost. The difference between the initial amortized costs basis and the par value of the financial asset is a noncredit discount or premium, which is amortized into interest income over the life of the loan. Subsequent changes to the ACL are recorded through the provision for credit losses.

2. RECENT ACCOUNTING PRONOUNCEMENTS

 

Accounting Standards Adopted in 2020

On January 1, 2020, the Company adopted ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” which replaces the incurred loss methodology (Allowance for Loan and Leases Losses or "ALLL") with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including loan receivables and HTM debt securities. It also applies to off-balance sheet credit exposures not accounted for as insurance (loan commitments, standby letters of credit, financial guarantees, and other similar instruments) and net investments in leases recognized by a lessor in accordance with Topic 842 on leases. In addition, ASC 326 made changes to accounting for AFS debt securities. One such change is to require credit losses to be presented as an allowance rather than a write-down on AFS debt securities if management intends to sell or believes that it is more likely than not they will be required to sell the debt security before recovery of the amortized cost basis.

The Company adopted ASU 2016-13 using the modified retrospective method for all financial assets measured at amortized cost and off-balance sheet credit exposures. Results for the reporting periods beginning after January 1, 2020 are presented under ASC 326 while prior period amounts continue to be reported in accordance with previously applicable generally accepted accounting principles (“GAAP”). The Company recorded a net decrease to retained earnings (or a net increase to accumulated deficit) of $3.2 million as of January 1, 2020 for the cumulative effect of adopting ASU 2016-13. The transition adjustment includes increases of $3.6 million to the ACL for loans and $0.7 million to other liabilities, which includes the reserve for off-balance sheet credit exposures, offset by a $1.1 million increase to other assets for the related impact to net deferred tax assets.

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The following table illustrates the impact of ASC 326:

			January 1, 2020
(dollars in thousands)			As Reported Under ASC 326						Pre-ASC 326 Adoption						Impact of ASC 326 Adoption
Assets:
Allowance for credit losses on loans:
Commercial, financial & industrial			$	(7,509)					$	(8,136)					$	627
Real estate:
Construction			(2,271)						(1,792)						(479)
Residential mortgage			(13,935)						(13,327)						(608)
Home equity			(2,592)						(4,206)						1,614
Commercial mortgage			(13,737)						(11,113)						(2,624)
Consumer			(11,493)						(9,397)						(2,096)
Subtotal			$	(51,537)					$	(47,971)					$	(3,566)
Net deferred tax assets (included in other assets)			$	17,692					$	16,541					$	1,151
Liabilities:
Reserve for off-balance sheet credit exposures (included in other liabilities)			$	(2,012)					$	(1,272)					$	(740)
Equity:
Accumulated deficit			$	22,257					$	19,102					$	3,155

In August 2018, the FASB issued ASU 2018-13, "Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement." The ASU is part of the FASB's disclosure framework project to improve the effectiveness of disclosures in the notes to financial statements by facilitating clear communication of the information required by generally accepted accounting principles. The ASU modifies disclosure requirements on fair value measurements in Topic 820. The Company adopted ASU 2018-13 effective January 1, 2020. ASU 2018-13 did not have a material impact on disclosures in our consolidated financial statements.

In April 2020, various regulatory agencies, including the Board of Governors of the Federal Reserve System and the Federal Deposit Insurance Corporation, (“the agencies”) issued a revised interagency statement encouraging financial institutions to work with customers affected by the novel coronavirus pandemic ("COVID-19") and providing additional information regarding loan modifications. The revised interagency statement clarifies the interaction between the interagency statement issued on March 22, 2020 and the temporary relief provided by Section 4013 of the Coronavirus Aid, Relief, and Economic Security ("CARES") Act. Section 4013 allows financial institutions to suspend the requirements to classify certain loan modifications as troubled debt restructurings (TDRs). The revised statement also provides supervisory interpretations on past due and nonaccrual regulatory reporting of loan modification programs and regulatory capital. This interagency guidance is being applied by the Company to loan modifications made related to the COVID-19 pandemic as eligible and appropriate. The application of the guidance reduced the number of TDRs that were reported. Future TDRs are indeterminable and will depend on future developments, which are highly uncertain and cannot be predicted, including the scope and duration of the pandemic and actions taken by governmental authorities and other third parties in response to the pandemic.

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Impact of Other Recently Issued Accounting Pronouncements on Future Filings

In August 2018, the FASB issued ASU 2018-14, "Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans." Like ASU 2018-13, this ASU is part of the FASB's disclosure framework project. This ASU modifies disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. The ASU is effective for the Company's reporting period beginning January 1, 2021. Early adoption is permitted. Based on preliminary evaluation, the ASU will not have a material impact on disclosures in our consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04, "Reference Rate Reform (Topic 848)." This ASU provides optional expedients and exceptions for contracts, hedging relationships, and other transactions that reference LIBOR or other reference rates expected to be discontinued because of reference rate reform. The ASU is effective for all entities as of March 12, 2020 through December 31, 2022. The Company is in the process of evaluating the provisions of this ASU, but does not expect it to have a material impact on our consolidated financial statements.

3. INVESTMENT SECURITIES

 

The amortized cost, gross unrealized gains and losses, fair value and related ACL on AFS debt securities are as follows:

 

(dollars in thousands)			Amortized Cost						Gross Unrealized Gains						Gross Unrealized Losses						Fair Value						ACL
September 30, 2020
Available-for-sale:
Debt securities:
States and political subdivisions			$	163,642					$	5,239					$	(292)					$	168,589					$	—
Corporate securities			50,318						471						(231)						50,558						—
U.S. Treasury obligations and direct obligations of U.S Government agencies			35,115						41						(212)						34,944						—
Mortgage-backed securities:
Residential - U.S. Government-sponsored entities			743,786						20,395						(855)						763,326						—
Commercial - U.S. Government agencies and sponsored entities			71,335						2,451						—						73,786						—
Residential - Non-government agencies			27,525						1,185						(34)						28,676						—
Commercial - Non-government agencies			44,814						1,641						(15)						46,440						—
Total available-for-sale securities			$	1,136,535					$	31,423					$	(1,639)					$	1,166,319					$	—

The amortized cost, gross unrealized gains and losses and fair value of AFS debt securities are as follows:

(dollars in thousands)			Amortized Cost						Gross Unrealized Gains						Gross Unrealized Losses						Fair Value
December 31, 2019
Available-for-sale:
Debt securities:
States and political subdivisions			$	119,755					$	2,303					$	(40)					$	122,018
Corporate securities			30,277						252						—						30,529
U.S. Treasury obligations and direct obligations of U.S Government agencies			40,769						10						(398)						40,381
Mortgage-backed securities:
Residential - U.S. Government-sponsored entities			673,918						6,003						(2,099)						677,822
Commercial - U.S. Government agencies and sponsored entities			80,773						1,198						(746)						81,225
Residential - Non-government agencies			36,377						830						(16)						37,191
Commercial - Non-government agencies			134,676						3,141						—						137,817
Total available-for-sale securities			$	1,116,545					$	13,737					$	(3,299)					$	1,126,983

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The amortized cost and fair value of our equity investment securities is as follows:

(dollars in thousands)			Amortized Cost						Fair Value
September 30, 2020
Equity securities			$	1,027					$	1,204
December 31, 2019
Equity securities			935						1,127

On January 1, 2019 in connection with the adoption of ASU 2017-12, the Company transferred all of its HTM investment securities with an amortized cost of $148.5 million and fair value of $144.3 million to its AFS investment securities portfolio.

The amortized cost and estimated fair value of our AFS debt securities at September 30, 2020 are shown below by contractual maturity. Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. Securities not due at a single maturity date are shown separately.

 

			September 30, 2020
(dollars in thousands)			Amortized Cost						Fair Value
Available-for-sale:
Due in one year or less			$	27,260					$	27,378
Due after one year through five years			40,800						42,098
Due after five years through ten years			89,879						92,226
Due after ten years			91,136						92,389
Mortgage-backed securities:
Residential - U.S. Government-sponsored entities			743,786						763,326
Commercial - U.S. Government agencies and sponsored entities			71,335						73,786
Residential - Non-government agencies			27,525						28,676
Commercial - Non-government agencies			44,814						46,440
Total available-for-sale securities			$	1,136,535					$	1,166,319

 

For the three and nine months ended September 30, 2020, proceeds from the sale of available-for-sale investment securities were $86.5 million and resulted in a gross realized loss of $0.4 million. For the three and nine months ended September 30, 2019, proceeds from the sale of available-for-sale investment securities were $53.9 million and resulted in a gross realized gain of $36 thousand.

Investment securities with fair value of $517.5 million and $719.8 million at September 30, 2020 and December 31, 2019, respectively, were pledged to secure public funds on deposit and other short-term borrowings.

At September 30, 2020 and December 31, 2019, there were no holdings of investment securities of any one issuer, other than the U.S. Government and its agencies, in an amount greater than 10% of shareholders' equity.

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There were a total of 48 and 81 AFS debt securities which were in an unrealized loss position, without an ACL, at September 30, 2020 and December 31, 2019, respectively. The following tables summarize AFS debt securities which were in an unrealized loss position at September 30, 2020 and December 31, 2019, aggregated by major security type and length of time in a continuous unrealized loss position.

 

			Less Than 12 Months												12 Months or Longer												Total
(dollars in thousands)			Fair Value						Unrealized Losses						Fair Value						Unrealized Losses						Fair Value						Unrealized Losses
September 30, 2020
Debt securities:
States and political subdivisions			$	39,297					$	(292)					$	—					$	—					$	39,297					$	(292)
Corporate securities			26,173						(231)						—						—						26,173						(231)
U.S. Treasury obligations and direct obligations of U.S Government agencies			4,805						(30)						22,141						(182)						26,946						(212)
Mortgage-backed securities:
Residential - U.S. Government-sponsored entities			122,914						(855)						—						—						122,914						(855)
Residential - Non-government agencies			994						(34)						—						—						994						(34)
Commercial - Non-government agencies			3,495						(15)						—						—						3,495						(15)
Total temporarily impaired securities			$	197,678					$	(1,457)					$	22,141					$	(182)					$	219,819					$	(1,639)

			Less Than 12 Months												12 Months or Longer												Total
(dollars in thousands)			Fair Value						Unrealized Losses						Fair Value						Unrealized Losses						Fair Value						Unrealized Losses
December 31, 2019
Debt securities:
States and political subdivisions			$	1,754					$	(9)					$	801					$	(31)					$	2,555					$	(40)
U.S. Treasury obligations and direct obligations of U.S Government agencies			18,882						(143)						19,031						(255)						37,913						(398)
Mortgage-backed securities:
Residential - U.S. Government-sponsored entities			54,335						(283)						214,295						(1,816)						268,630						(2,099)
Residential - Non-government agencies			8,206						(16)						—						—						8,206						(16)
Commercial - U.S. Government-sponsored entities			32,067						(746)						—						—						32,067						(746)
Total temporarily impaired securities			$	115,244					$	(1,197)					$	234,127					$	(2,102)					$	349,371					$	(3,299)

The Company has evaluated its AFS investment securities that are in an unrealized loss position and has determined that the unrealized losses on the Company's investment securities are unrelated to credit quality and are primarily attributable to changes in interest rates and volatility in the financial markets since purchase. Investment securities in an unrealized loss position are evaluated on at least a quarterly basis, and include evaluating the changes in the investment securities' ratings issued by rating agencies and changes in the financial condition of the issuer. For mortgage-related securities, delinquency and loss information with respect to the underlying collateral, changes in levels of subordination for the Company's particular position within the repayment structure, and remaining credit enhancement as compared to projected credit losses of the security are also evaluated. All of the investment securities in an unrealized loss position continue to be rated investment grade by one or more major rating agencies. Because we have no intent to sell securities in an unrealized loss position and it is not more likely than not that we will be required to sell such securities before recovery of its amortized cost basis, the Company has not recorded an ACL and unrealized losses on these securities and have not been recognized into income.

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Visa and MasterCard Class B Common Stock

As of September 30, 2020, the Company owns 34,631 shares of Class B common stock of Visa, Inc. ("Visa"). These shares were received in 2008 as part of Visa's initial public offering ("IPO"). These shares are transferable only under limited circumstances until they can be converted into shares of the publicly traded Class A common stock. This conversion will not occur until the resolution of certain litigation, which is indemnified by Visa members. Since its IPO, Visa has funded a litigation reserve to settle these litigation claims. At its discretion, Visa may continue to increase the litigation reserve based upon a change in the conversion ratio of each member bank’s restricted Class B common stock to unrestricted Class A common stock. Due to the existing transfer restriction and the uncertainty of the outcome of the Visa litigation, the Company has determined that the Visa Class B common stock does not have a readily determinable fair value and chooses to carry the shares on the Company's consolidated balance sheets at zero cost basis.

During the first quarter of 2019, the Company converted the 11,170 shares of Class B common stock of MasterCard, Inc. ("MasterCard") it received during their initial public offering to an equal number of Class A common stock and sold the shares for $2.6 million. The shares were carried on the Company's consolidated balance sheets at zero cost basis and the proceeds received were recorded as a gain in other operating income - other in the Company's consolidated statements of income. The Company no longer owns any shares of MasterCard common stock.

4. LOANS AND CREDIT QUALITY

 

Loans, excluding loans held for sale, net of ACL under ASC 326 as of September 30, 2020 and loans, excluding loans held for sale, net of ACL under previous GAAP as of December 31, 2019 consisted of the following:

 

(dollars in thousands)			September 30, 2020						December 31, 2019
Commercial, financial and agricultural:
Small Business Administration Paycheck Protection Program			$	545,277					$	—
Other			526,363						570,089
Real estate:
Construction			118,519						96,139
Residential mortgage			1,676,457						1,595,801
Home equity			533,139						490,239
Commercial mortgage			1,143,209						1,124,911
Consumer			500,416						569,516
Gross loans			5,043,380						4,446,695
Net deferred (fees) costs			(12,754)						2,845
Total loans, net of deferred fees and costs			5,030,626						4,449,540
Allowance for credit losses			(80,542)						(47,971)
Total loans, net of allowance for credit losses			$	4,950,084					$	4,401,569

The bank is a Small Business Administration ("SBA") approved lender and actively participated in assisting customers with loan applications for the SBA’s Paycheck Protection Program, or PPP, which was part of the CARES Act. PPP loans have a two or five-year term and earn interest at 1%. The SBA pays the originating bank a processing fee ranging from 1% to 5%, based on the size of the loan, which the Company is recognizing over the life of the loan. The Company saw tremendous interest in the PPP. From April 3, 2020, the date the SBA began accepting submissions for the initial round of PPP loans through the end of the program in August 2020, the Company funded over 7,200 PPP loans totaling over $558 million and received gross processing fees of over $21 million. Certain PPP loans paid-off shortly after funding resulting in a total outstanding balance of $545.3 million and net deferred fees of $16.7 million as of September 30, 2020. The Company has developed a PPP forgiveness portal and has begun the process of assisting our customers with applying for forgiveness from the SBA. The Company has engaged a third party to assist with this process. Although the Company believes that the majority of these loans will ultimately be forgiven by the SBA in accordance with the terms of the program, there could be risks and liabilities by the Company that cannot be determined at this time.

The Company transferred three loans totaling $6.6 million to the held-for-sale category during the nine months ended September 30, 2020, which were sold in October 2020 at a loss of less than $0.1 million. The Company did not transfer any loans to the held-for-sale category during the nine months ended September 30, 2019.

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The Company did not sell any loans originally held for investment during the nine months ended September 30, 2020 and 2019.

The Company has purchased loan portfolios, none of which were credit deteriorated since origination at the time of purchase.

The following table presents loans purchased by class for the periods presented:

(dollars in thousands)			Consumer - Unsecured
Three Months Ended September 30, 2020
Purchases:
Outstanding balance			$	6,960
Purchase premium (discount)			(280)
Purchase price			$	6,680
Nine Months Ended September 30, 2020
Purchases:
Outstanding balance			$	41,272
Purchase premium (discount)			(1,396)
Purchase price			$	39,876
Three Months Ended September 30, 2019
Purchases:
Outstanding balance			$	30,669
Purchase premium (discount)			(1,176)
Purchase price			$	29,493
Nine Months Ended September 30, 2019
Purchases:
Outstanding balance			$	79,996
Purchase premium (discount)			(1,176)
Purchase price			$	78,820
Note: Purchases of unsecured consumer loans were made under forward flow purchase agreements.

Collateral-Dependent Loans

In accordance with ASC 326, a loan is considered collateral-dependent when the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. The following table presents the amortized cost basis of collateral-dependent loans by class, which are individually evaluated to determine expected credit losses, and the related ACL allocated to these loans as of September 30, 2020:

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(dollars in thousands)			Secured by 1-4 Family Residential Properties						Secured by Nonfarm Nonresidential Properties						Secured by Real Estate and Business Assets												Total						Allocated ACL
September 30, 2020
Commercial, financial and agricultural			$	—					$	—					$	1,371											$	1,371					$	213
Real estate:
Residential mortgage			9,210						—						—												9,210						—
Home equity			533						—						—												533						—
Commercial mortgage			—						7,558						—												7,558						307
Total			$	9,743					$	7,558					$	1,371											$	18,672					$	520

The following table presents by class, information related to impaired loans as of December 31, 2019, as determined in accordance with ASC 310 prior to the adoption of ASU 2016-13:

									December 31, 2019
(dollars in thousands)																					Unpaid Principal Balance						Recorded Investment						ALLL Allocated
Impaired loans:
Commercial, financial and agricultural																					$	246					$	135					$	—
Real estate:
Residential mortgage																					7,230						6,516						—
Home equity																					92						92						—
Commercial mortgage																					1,839						1,839						—
Total																					9,407						8,582						—
Impaired loans with an ACL recorded:
Commercial, financial and agricultural																					467						467						218
Consumer																					17						17						17
Total																					484						484						235
Total impaired loans																					$	9,891					$	9,066					$	235

The following table presents by class, the average recorded investment and interest income recognized on impaired loans for the three and nine months ended September 30, 2019, as determined in accordance with ASC 310 prior to the adoption of ASU 2016-13:

									Three Months Ended																					Nine Months Ended
									September 30, 2019																		September 30, 2019
(dollars in thousands)															Average Recorded Investment						Interest Income Recognized																		Average Recorded Investment						Interest Income Recognized
Commercial, financial and agricultural															$	164					$	2																	$	188					$	7
Real estate:
Construction															—						—																		1,323						62
Residential mortgage															7,536						63																		8,763						776
Home equity															190						—																		332						13
Commercial mortgage															2,021						22																		2,162						68
Total															$	9,911					$	87																	$	12,768					$	926

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For the three and nine months ended September 30, 2019, the amount of interest income recognized on impaired loans within the period that the loans were impaired were primarily related to loans modified in a troubled debt restructuring ("TDR") that were on accrual status. For the three and nine months ended September 30, 2019, the amount of interest income recognized using a cash-based method of accounting during the period that the loans were impaired was not material.

Foreclosure Proceedings

The Company had $0.7 million and $0.6 million of residential mortgage loans collateralized by residential real estate property that were in the process of foreclosure at September 30, 2020 and December 31, 2019, respectively.

The Company did not foreclose on any loans during the nine months ended September 30, 2020. The Company foreclosed on one loan totaling $0.2 million during the nine months ended September 30, 2019.

The Company sold one foreclosed property totaling $0.1 million during the nine months ended September 30, 2020 at a loss of less than $0.1 million. The Company did not sell any foreclosed properties during the nine months ended September 30, 2019.

Nonaccrual and Past Due Loans

 

For all loan types, the Company determines delinquency status by considering the number of days full payments required by the contractual terms of the loan are past due. The following tables present by class, the aging of the recorded investment in past due loans as of September 30, 2020 and December 31, 2019. The following tables also present the amortized cost of loans on nonaccrual status for which there was no related ACL under ASC 326 as of September 30, 2020 and under previous GAAP as of December 31, 2019.

(dollars in thousands)			Accruing Loans 30 - 59 Days Past Due						Accruing Loans 60 - 89 Days Past Due						Accruing Loans Greater  Than 90 Days Past Due						Nonaccrual Loans						Total Past Due and Nonaccrual						Loans and Leases Not Past Due						Total						Nonaccrual Loans With No ACL
September 30, 2020
Commercial, financial and agricultural - SBA PPP			$	—					$	—					$	—					$	—					$	—					$	528,581					$	528,581					$	—
Commercial, financial and agricultural - Other			5,246						85						—						1,536						6,867						521,203						528,070						668
Real estate:
Construction			—						—						—						—						—						118,247						118,247						—
Residential mortgage			12						556						588						4,032						5,188						1,674,872						1,680,060						4,032
Home equity			255						—						—						533						788						533,268						534,056						533
Commercial mortgage			1,778						—						—						6,889						8,667						1,132,598						1,141,265						4,296
Consumer			1,774						691						321						69						2,855						497,492						500,347						—
Total			$	9,065					$	1,332					$	909					$	13,059					$	24,365					$	5,006,261					$	5,030,626					$	9,529

(dollars in thousands)			Accruing Loans 30 - 59 Days Past Due						Accruing Loans 60 - 89 Days Past Due						Accruing Loans Greater  Than 90 Days Past Due						Nonaccrual Loans						Total Past Due and Nonaccrual						Loans and Leases Not Past Due						Total						Nonaccrual Loans With No ALLL
December 31, 2019
Commercial, financial and agricultural			$	476					$	865					$	—					$	467					$	1,808					$	568,496					$	570,304					$	—
Real estate:
Construction			643						—						—						—						643						95,211						95,854						—
Residential mortgage			1,830						589						724						979						4,122						1,595,679						1,599,801						979
Home equity			759						207						—						92						1,058						489,676						490,734						92
Commercial mortgage			—						397						—						—						397						1,123,018						1,123,415						—
Consumer			3,223						943						286						17						4,469						564,963						569,432						—
Total			$	6,931					$	3,001					$	1,010					$	1,555					$	12,497					$	4,437,043					$	4,449,540					$	1,071

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In accordance with the "Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus (Revised)" issued in April 2020, loans with deferrals granted because of COVID-19 are not considered past due and/or reported as nonaccrual if deemed collectible during the deferral period.

Troubled Debt Restructurings

Troubled debt restructurings ("TDRs") included in nonperforming assets at September 30, 2020 consisted of two Hawaii residential mortgage loans with a principal balance of $0.3 million. There were $7.4 million of TDRs still accruing interest at September 30, 2020, none of which were more than 90 days delinquent. At December 31, 2019, there were $7.5 million of TDRs still accruing interest, none of which were more than 90 days delinquent.

The Company offers various types of concessions when modifying a loan. Concessions made to the original contractual terms of the loan typically consists of the deferral of interest and/or principal payments due to deterioration in the borrowers' financial condition. In these cases, the principal balance on the TDR had matured and/or was in default at the time of restructure, and there were no commitments to lend additional funds to the borrower during the three and nine months ended September 30, 2020 and 2019.

As discussed in Note 1 to these financial statements, Section 4013 of CARES Act and the "Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus (Revised)" provided banks an optional TDR election for certain loan modifications related to COVID-19 as long as the borrowers were not more than 30 days past due as of December 31, 2019 or at the time of modification program implementation, respectively, and meets other applicable criteria. The Company has identified eleven consumer loans totaling $0.2 million, including three consumer loans totaling $0.1 million in the third quarter of 2020, that were modified and did not meet the criteria under Section 4013 of CARES Act or the "Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus (Revised)". As a result, these loans are included in the TDRs disclosed above. The Company had active loan deferrals with outstanding balances of approximately $290.7 million resulting from the COVID-19 pandemic that were not classified as a TDR at September 30, 2020. The following table sets forth loans on active payment forbearance or deferral as of September 30, 2020:

(dollars in thousands)			Loan Count						Balance						Accrued Interest Receivable						Total Loans						% of Total Loans						Total Loans, excl. PPP						% of Total Loans, excl. PPP
Commercial, financial and agricultural			363						$	64,298					$	844					$	1,056,651					6.1		%				$	528,070					12.2		%
Real estate:
Construction			—						—						—						118,247						—		%				118,247						—		%
Residential mortgage			216						103,130						1,803						1,680,060						6.1		%				1,680,060						6.1		%
Home equity			—						—						—						534,056						—		%				534,056						—		%
Commercial mortgage			25						69,420						469						1,141,265						6.1		%				1,141,265						6.1		%
Consumer			3,209						53,993						1,323						500,347						10.8		%				500,347						10.8		%
Total loans			3,813						$	290,841					$	4,439					$	5,030,626					5.8		%				$	4,502,045					6.5		%

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The following table presents by class, information related to loans modified in a TDR during the three and nine months ended September 30, 2020:

(dollars in thousands)			Number of Contracts						Recorded Investment (as of Period End)						Increase in the ACL
Three Months Ended September 30, 2020
Consumer			3						80						—
Total			3						$	80					$	—
Nine Months Ended September 30, 2020
Real estate: Commercial mortgage			1						$	281					$	—
Consumer			11						214						—
Total			12						$	495					$	—

No loans were modified in a TDR during the three and nine months ended September 30, 2019.

No loans were modified as a TDR within the previous twelve months that subsequently defaulted during the three and nine months ended September 30, 2020 and 2019.

Credit Quality Indicators

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company analyzes loans individually by classifying the loans by credit risk. This analysis includes non-homogeneous loans, such as commercial and commercial real estate loans. This analysis is performed on a quarterly basis. The Company uses the following definitions for risk rating of loans. Loans not meeting the following criteria that are analyzed individually as part of the described process are considered to be pass-rated loans.

Special Mention. Loans classified as special mention, while still adequately protected by the borrower's capital adequacy and payment capability, exhibit distinct weakening trends and/or elevated levels of exposure to external conditions. If left unchecked or uncorrected, these potential weaknesses may result in deteriorated prospects of repayment. These exposures require management's close attention so as to avoid becoming undue or unwarranted credit exposures.

Substandard. Loans classified as substandard are inadequately protected by the borrower's current financial condition and payment capability or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the orderly repayment of debt. They are characterized by the distinct possibility that the bank will sustain some loss if the deficiencies are not corrected.

Doubtful. Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or orderly repayment in full, on the basis of current existing facts, conditions and values, highly questionable and improbable. Possibility of loss is extremely high, but because of certain important and reasonably specific factors that may work to the advantage and strengthening of the exposure, its classification as an estimated loss is deferred until its more exact status may be determined.

Loss. Loans classified as loss are considered to be non-collectible and of such little value that their continuance as bankable assets is not warranted. This does not mean the loan has absolutely no recovery value, but rather it is neither practical nor desirable to defer writing off the loan, even though partial recovery may be obtained in the future. Losses are taken in the period in which they surface as uncollectible.

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The following table presents the amortized cost basis of the Company's loans by class, credit quality indicator and origination year as of September 30, 2020. Revolving loans converted to term as of and during the three and nine months ended September 30, 2020 were not material to the total loan portfolio.

			Amortized Cost of Term Loans by Origination Year
(dollars in thousands)			2020						2019						2018						2017						2016						Prior						Amortized Cost of Revolving Loans						Total
September 30, 2020
Commercial, financial and agricultural - SBA PPP:
Risk Rating
Pass			$	528,581					$	—					$	—					$	—					$	—					$	—					$	—					$	528,581
Subtotal			528,581						—						—						—						—						—						—						528,581
Commercial, financial and agricultural - Other:
Risk Rating
Pass			68,156						63,398						60,700						43,948						41,585						91,001						78,224						447,012
Special Mention			4,958						11,714						8,784						31,839						2,123						13,757						420						73,595
Substandard			200						1,528						1,111						1,105						2,206						1,313						—						7,463
Subtotal			73,314						76,640						70,595						76,892						45,914						106,071						78,644						528,070
Construction:
Risk Rating
Pass			19,436						20,931						41,893						11,201						2,202						19,238						2,401						117,302
Special Mention			—						—						945						—						—						—						—						945
Subtotal			19,436						20,931						42,838						11,201						2,202						19,238						2,401						118,247
Residential mortgage:
Risk Rating
Pass			416,073						302,683						141,156						159,808						197,665						456,398						—						1,673,783
Special Mention			—						—						—						1,437						147						—						—						1,584
Substandard			—						—						540						1,328						884						1,941						—						4,693
Loss			—						—						—						—						—						—						—						—
Subtotal			416,073						302,683						141,696						162,573						198,696						458,339						—						1,680,060
Home equity:
Risk Rating
Pass			13,407						16,993						16,713						778						390						4,794						480,238						533,313
Special Mention			—						—						—						—						—						—						210						210
Substandard			—						—						—						—						204						329						—						533
Subtotal			13,407						16,993						16,713						778						594						5,123						480,448						534,056
Commercial mortgage:
Risk Rating
Pass			93,195						149,180						137,886						163,112						108,333						365,488						16,926						1,034,120
Special Mention			—						2,602						24,134						7,685						13,623						24,137						—						72,181
Substandard			—						2,593						11,500						1,998						4,296						14,577						—						34,964
Subtotal			93,195						154,375						173,520						172,795						126,252						404,202						16,926						1,141,265
Consumer:
Risk Rating
Pass			72,249						133,485						77,840						52,150						21,327						71,599						71,057						499,707
Special Mention			—						—						—						—						—						—						250						250
Substandard			27						11						40						9						1						168						—						256
Loss			15						—						—						49						—						70						—						134
Subtotal			72,291						133,496						77,880						52,208						21,328						71,837						71,307						500,347
Total			$	1,216,297					$	705,118					$	523,242					$	476,447					$	394,986					$	1,064,810					$	649,726					$	5,030,626

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The following tables present the Company's loans by class and credit quality indicator as of September 30, 2020 and December 31, 2019:

(dollars in thousands)			Pass						Special Mention						Substandard						Loss						Subtotal						Net  Deferred Costs (Income)						Total
September 30, 2020
Commercial, financial and agricultural: SBA PPP			$	545,277					$	—					$	—					$	—					$	545,277					$	(16,696)					$	528,581
Commercial, financial and agricultural: Other			445,305						73,595						7,463						—						526,363						1,707						528,070
Real estate:
Construction			117,574						945						—						—						118,519						(272)						118,247
Residential mortgage			1,670,180						1,584						4,693						—						1,676,457						3,603						1,680,060
Home equity			532,396						210						533						—						533,139						917						534,056
Commercial mortgage			1,036,064						72,181						34,964						—						1,143,209						(1,944)						1,141,265
Consumer			499,776						250						256						134						500,416						(69)						500,347
Total			$	4,846,572					$	148,765					$	47,909					$	134					$	5,043,380					$	(12,754)					$	5,030,626

(dollars in thousands)			Pass						Special Mention						Substandard						Loss						Subtotal						Net  Deferred Costs (Income)						Total
December 31, 2019
Commercial, financial and agricultural: Other			$	523,342					$	20,677					$	26,070					$	—					$	570,089					$	215					$	570,304
Real estate:
Construction			96,139						—						—						—						96,139						(285)						95,854
Residential mortgage			1,593,072						840						1,889						—						1,595,801						4,000						1,599,801
Home equity			490,147						—						92						—						490,239						495						490,734
Commercial mortgage			1,094,364						17,440						13,107						—						1,124,911						(1,496)						1,123,415
Consumer			569,212						—						193						111						569,516						(84)						569,432
Total			$	4,366,276					$	38,957					$	41,351					$	111					$	4,446,695					$	2,845					$	4,449,540

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5. ALLOWANCE FOR CREDIT LOSSES AND RESERVE FOR OFF-BALANCE SHEET CREDIT EXPOSURES

The following table presents by class, the activity in the ACL for loans under ASC 326 during the three and nine months ended September 30, 2020 and under previous GAAP during the three and nine months ended September 30, 2019:

 

			Commercial, Financial and Agricultural												Real Estate
(dollars in thousands)			SBA PPP						Other						Construction						Residential Mortgage						Home Equity						Commercial Mortgage												Consumer																		Total
Three Months Ended September 30, 2020
Beginning balance			388						15,507						3,274						15,025						3,651						16,148												13,346																		67,339
Provision for credit losses on loans [1]			2						2,620						759						3,537						2,517						3,304												1,726																		14,465
			390						18,127						4,033						18,562						6,168						19,452												15,072																		81,804
Charge-offs			—						810						—						11						—						75												1,492																		2,388
Recoveries			—						321						—						13						—						12												780																		1,126
Net charge-offs (recoveries)			—						489						—						(2)						—						63												712																		1,262
Ending balance			$	390					$	17,638					$	4,033					$	18,564					$	6,168					$	19,389											$	14,360																	$	80,542
Three Months Ended September 30, 2019
Beginning balance			$	—					$	8,109					$	1,313					$	13,367					$	4,313					$	11,668											$	9,497																	$	48,267
Provision for credit losses on loans			—						107						374						75						(45)						541												480																		1,532
			—						8,216						1,687						13,442						4,268						12,209												9,977																		49,799
Charge-offs			—						797						—						—						5						—												1,832																		2,634
Recoveries			—						362						6						104						24						—												506																		1,002
Net charge-offs (recoveries)			—						435						(6)						(104)						(19)						—												1,326																		1,632
Ending balance			$	—					$	7,781					$	1,693					$	13,546					$	4,287					$	12,209											$	8,651																	$	48,167

			Commercial, Financial and Agricultural												Real Estate
(dollars in thousands)			SBA PPP						Other						Construction						Residential Mortgage						Home Equity						Commercial Mortgage												Consumer																		Total
Nine Months Ended September 30, 2020
Beginning balance prior to ASC 326			$	—					$	8,136					$	1,792					$	13,327					$	4,206					$	11,113											$	9,397																	$	47,971
Impact of adoption of ASC 326			—						(627)						479						608						(1,614)						2,624												2,096																		3,566
Balance after adoption of ASC 326			—						7,509						2,271						13,935						2,592						13,737												11,493																		51,537
Provision for credit losses on loans [1]			390						11,511						1,631						4,478						3,545						5,712												7,167																		34,434
			390						19,020						3,902						18,413						6,137						19,449												18,660																		85,971
Charge-offs			—						2,350						—						63						—						75												6,335																		8,823
Recoveries			—						968						131						214						31						15												2,035																		3,394
Net charge-offs (recoveries)			—						1,382						(131)						(151)						(31)						60												4,300																		5,429
Ending balance			$	390					$	17,638					$	4,033					$	18,564					$	6,168					$	19,389											$	14,360																	$	80,542
Nine Months Ended September 30, 2019
Beginning balance			$	—					$	8,027					$	1,202					$	14,349					$	3,788					$	13,358											$	7,192																	$	47,916
Provision for credit losses on loans			—						943						(113)						(1,301)						462						(1,174)												5,402																		4,219
			—						8,970						1,089						13,048						4,250						12,184												12,594																		52,135
Charge-offs			—						2,099						—						—						5						—												5,542																		7,646
Recoveries			—						910						604						498						42						25												1,599																		3,678
Net charge-offs (recoveries)			—						1,189						(604)						(498)						(37)						(25)												3,943																		3,968
Ending balance			$	—					$	7,781					$	1,693					$	13,546					$	4,287					$	12,209											$	8,651																	$	48,167
[1] The Company recorded a reserve on accrued interest receivable for loans on active payment forbearance or deferral, which were granted to borrowers impacted by the COVID-19 pandemic. This reserve was recorded as a contra-asset against accrued interest receivable with the offset to provision for credit losses. The provision for credit losses presented in this table excludes the provision for credit losses on accrued interest receivable of $0.2 million.

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The following table presents the activity in the reserve for off-balance sheet credit exposures, included in other liabilities, under ASC 326 during the three and nine months ended September 30, 2020 and under previous GAAP during the three and nine months ended September 30, 2019.

(dollars in thousands)
Three Months Ended September 30, 2020
Beginning balance			$	4,383
Provision for off-balance sheet credit exposures			221
Ending balance			$	4,604
Three Months Ended September 30, 2019
Beginning balance			$	1,897
Provision for off-balance sheet credit exposures			(466)
Ending balance			$	1,431
Nine Months Ended September 30, 2020
Beginning balance prior to ASC 326			$	1,272
Impact of adoption of ASC 326			740
Balance after adoption of ASC 326			2,012
Provision for off-balance sheet credit exposures			2,592
Ending balance			$	4,604
Nine Months Ended September 30, 2019
Beginning balance			$	1,242
Provision for off-balance sheet credit exposures			189
Ending balance			$	1,431

In accordance with GAAP, other real estate assets are not included in our assessment of the ACL.

Our provision for credit losses on loans was $14.5 million and $34.4 million in the three and nine months ended September 30, 2020 under ASC 326, compared to $1.5 million and $4.2 million in the three and nine months ended September 30, 2019 under previous GAAP.

6. INVESTMENTS IN UNCONSOLIDATED SUBSIDIARIES

The components of the Company's investments in unconsolidated subsidiaries were as follows:

 

(dollars in thousands)			September 30, 2020						December 31, 2019
Investments in low income housing tax credit partnerships			$	28,437					$	15,322
Investments in common securities of statutory trusts			1,547						1,547
Investments in affiliates			201						192
Other			54						54
Total			$	30,239					$	17,115

The Company invests in low-income housing tax credit ("LIHTC") partnerships. As of September 30, 2020 and December 31, 2019, the Company had $22.7 million and $11.5 million, respectively, in unfunded commitments related to the LIHTC partnerships. The expected payments for the unfunded commitments as of September 30, 2020 for the remainder of fiscal year 2020, the next five succeeding fiscal years and all years thereafter are as follows:

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(dollars in thousands)
Year Ending December 31,
2020 (remainder)			$	12,853
2021			1,494
2022			8,253
2023			10
2024			26
2025			6
Thereafter			43
Total unfunded commitments			$	22,685

Prior to 2018, the Company's investments in LIHTC partnerships were accounted for using the cost method. In 2018, the Company voluntarily changed its accounting policy for LIHTC partnerships from the cost method to the proportional amortization method using the practical expedient available under ASC 323, "Investments - Equity Method and Joint Ventures", which permits an investor to amortize the initial cost of the investment in proportion to only the tax credits allocated to the investor. The Company believes the proportional amortization method is preferable because it better reflects the economics of an investment that is made for the primary purpose of receiving tax credits and other tax benefits. In addition to a change in the timing of the recognition of amortization expense on LIHTC investments, amortization expense on LIHTC investments is now reflected in the income tax expense line, which provides users a better understanding of the nature of the returns of such investments, instead of in other operating expenses on the consolidated statements of income.

The following table presents amortization and tax credits recognized associated with our investments in LIHTC partnerships for the three and nine months ended September 30, 2020 and September 30, 2019:

(dollars in thousands)			Three Months Ended September 30, 2020						Three Months Ended September 30, 2019						Nine Months Ended September 30, 2020						Nine Months Ended September 30, 2019
Proportional amortization method:
Amortization expense recognized in income tax expense			$	348					$	259					$	1,044					$	776
Tax credits recognized in income tax expense			399						307						1,199						922

7. MORTGAGE SERVICING RIGHTS

 

The following table presents changes in mortgage servicing rights for the periods presented:

 

(dollars in thousands)									Mortgage Servicing Rights
Balance, January 1, 2019									$	15,596
Additions									1,189
Amortization									(1,727)
Balance, September 30, 2019									$	15,058
Balance, January 1, 2020									$	14,718
Additions									2,269
Amortization									(4,558)
Balance, September 30, 2020									$	12,429

Income generated as the result of new mortgage servicing rights is reported as gains on sales of loans and totaled $1.0 million and $2.3 million for the three and nine months ended September 30, 2020 compared to $0.4 million and $1.2 million for the three and nine months ended September 30, 2019.

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Amortization of mortgage servicing rights totaled $1.3 million and $4.6 million for the three and nine months ended September 30, 2020 compared to $0.7 million and $1.7 million for the three and nine months ended September 30, 2019.

The following tables present the fair market value and key assumptions used in determining the fair market value of our mortgage servicing rights:

			Nine Months Ended						Nine Months Ended
(dollars in thousands)			September 30, 2020						September 30, 2019
Fair market value, beginning of period			$	15,820					$	17,696
Fair market value, end of period			12,694						15,965

			September 30, 2020						December 31, 2019
Weighted average discount rate			9.6		%				9.5		%
Forecasted constant prepayment rate assumption (1)			24.3		%				11.9		%

(1) Represents annualized loan prepayment rate assumption.

The gross carrying value and accumulated amortization related to our mortgage servicing rights are presented below:

			September 30, 2020																		December 31, 2019
(dollars in thousands)			Gross Carrying Value						Accumulated Amortization						Net Carrying Value						Gross Carrying Value						Accumulated Amortization						Net Carrying Value
Mortgage servicing rights			$	69,864					$	(57,435)					$	12,429					$	67,595					$	(52,877)					$	14,718

 

Based on the mortgage servicing rights held as of September 30, 2020, estimated amortization expense for the remainder of fiscal year 2020, the next five succeeding fiscal years and all years thereafter are as follows:

(dollars in thousands)
Year Ending December 31,
2020 (remainder)			$	957
2021			3,375
2022			2,682
2023			2,181
2024			1,801
2025			1,433
Thereafter			—
Total			$	12,429

We perform an impairment assessment of our mortgage servicing rights whenever events or changes in circumstance indicate that the carrying value of the asset may not be recoverable.

8. DERIVATIVES

We utilize various designated and undesignated derivative financial instruments to reduce our exposure to movements in interest rates including interest rate lock commitments and forward sale commitments. We measure all derivatives at fair value on our consolidated balance sheet. In each reporting period, we record the derivative instruments in other assets or other liabilities depending on whether the derivatives are in an asset or liability position. For derivative instruments that are designated as cash flow hedging instruments, we record the effective portion of the changes in the fair value of the derivative in AOCI, net of tax, until earnings are affected by the variability of cash flows of the hedged transaction. We immediately recognize the portion of the gain or loss in the fair value of the derivative that represents hedge ineffectiveness in current period earnings. For derivative instruments that are not designated as hedging instruments, changes in the fair value of the derivative

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are included in current period earnings. At September 30, 2020 and December 31, 2019, we were not party to any derivatives designated as part of a fair value or cash flow hedge.  

Interest Rate Lock and Forward Sale Commitments

We enter into interest rate lock commitments on certain mortgage loans that are intended to be sold. To manage interest rate risk on interest rate lock commitments, we also enter into forward loan sale commitments. The interest rate locks and forward loan sale commitments are accounted for as undesignated derivatives and are recorded at their respective fair values in other assets or other liabilities, with changes in fair value recorded in current period earnings. These instruments serve to reduce our exposure to movements in interest rates. At September 30, 2020, we were a party to interest rate lock and forward sale commitments on $2.9 million and $19.3 million of mortgage loans, respectively.

The following table presents the location of all assets and liabilities associated with our derivative instruments within the consolidated balance sheets:

Derivatives Financial Instruments Not Designated as Hedging Instruments

Asset Derivatives

Liability Derivatives

Fair Value at

Fair Value at

(dollars in thousands)

Balance Sheet Location

September 30, 2020

December 31, 2019

September 30, 2020

December 31, 2019

Interest rate lock and forward sale commitments

Other assets / other liabilities

$

111

$

8

$

127

$

28

Risk Participation Agreement

In the first quarter of 2020, the Company entered into a credit risk participation agreement ("RPA") with a financial institution counterparty for an interest rate swap related to a loan in which we participate. The risk participation agreement entered into by us as a participant bank provides credit protection to the financial institution counterparty should the borrower fail to perform on its interest rate derivative contract with that financial institution.

The following table presents the impact of derivative instruments and their location within the consolidated statements of income:

 

Derivatives Financial Instruments Not Designated as Hedging Instruments

Location of Gain (Loss) Recognized in Earnings on Derivatives

Amount of Gain (Loss) Recognized in Earnings on Derivatives

(dollars in thousands)

Three Months Ended September 30, 2020

Interest rate lock and forward sale commitments

Mortgage banking income

$

109

Risk participation agreement

Other service charges and fees

(54)

Three Months Ended September 30, 2019

Interest rate lock and forward sale commitments

Mortgage banking income

110

Loans held for sale

Other income

(1)

Nine Months Ended September 30, 2020

Interest rate lock and forward sale commitments

Mortgage banking income

59

Risk participation agreement

Other service charges and fees

1,234

Nine Months Ended September 30, 2019

Interest rate lock and forward sale commitments

Mortgage banking income

131

Loans held for sale

Other income

(1)

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9. SHORT-TERM BORROWINGS AND LONG-TERM DEBT

Federal Home Loan Bank Advances and Other Borrowings

The bank is a member of the Federal Home Loan Bank of Des Moines (the "FHLB") and maintained a $1.79 billion line of credit as of September 30, 2020, compared to $1.84 billion at December 31, 2019. At September 30, 2020, $1.26 billion was undrawn under this arrangement, compared to $1.57 billion at December 31, 2019. Short-term borrowings under this arrangement totaled $206.0 million at September 30, 2020, compared to $150.0 million at December 31, 2019. Letters of credit under this arrangement that are used to collateralize certain government deposits totaled $267.0 million at September 30, 2020, compared to $78.9 million at December 31, 2019. Long-term borrowings under this arrangement totaled $50.0 million at September 30, 2020 and December 31, 2019. FHLB advances and standby letters of credit available at September 30, 2020 were secured by certain real estate loans with a carrying value of $2.71 billion in accordance with the collateral provisions of the Advances, Security and Deposit Agreement with the FHLB.

At September 30, 2020 and December 31, 2019, our bank had additional unused borrowings available at the Federal Reserve discount window of $59.2 million and $65.3 million, respectively. As of September 30, 2020 and December 31, 2019, certain commercial and commercial real estate loans with a carrying value totaling $125.0 million and $126.1 million, respectively, were pledged as collateral on our line of credit with the Federal Reserve discount window. The Federal Reserve does not have the right to sell or repledge these loans.

To bolster the effectiveness of the SBA's PPP the Federal Reserve is supplying liquidity to participating financial institutions through term financing backed by PPP loans to small businesses. The PPP provides loans to small businesses so that they can keep their workers on the payroll. The Paycheck Protection Program Liquidity Facility ("PPPLF") will extend credit to eligible financial institutions that originate PPP loans, taking the loans as collateral at face value. At September 30, 2020, there were no funds drawn from the Federal Reserve Bank under the PPPLF and no PPP loans were pledged to the Federal Reserve Bank.

Subordinated Debentures

In October 2003, we created two wholly-owned statutory trusts, CPB Capital Trust II ("Trust II") and CPB Statutory Trust III ("Trust III"). We completed the redemption of $20 million of floating rate trust preferred securities issued by Trust II in January 2019 and $20 million of floating rate trust preferred securities issued by Trust III in December 2018.

In September 2004, we created a wholly-owned statutory trust, CPB Capital Trust IV ("Trust IV"). Trust IV issued $30.0 million in floating rate trust preferred securities bearing an interest rate of three-month LIBOR plus 2.45% and maturing on December 15, 2034. The principal assets of Trust IV are $30.9 million of the Company's junior subordinated debentures with an identical interest rate and maturity as the Trust IV trust preferred securities. Trust IV issued $0.9 million of common securities to the Company.

In December 2004, we created a wholly-owned statutory trust, CPB Statutory Trust V ("Trust V"). Trust V issued $20.0 million in floating rate trust preferred securities bearing an interest rate of three-month LIBOR plus 1.87% and maturing on December 15, 2034. The principal assets of Trust V are $20.6 million of the Company's junior subordinated debentures with an identical interest rate and maturity as the Trust V trust preferred securities. Trust V issued $0.6 million of common securities to the Company.

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At September 30, 2020 and December 31, 2019, the Company had the following junior subordinated debentures outstanding, which is recorded in long-term debt on the Company's consolidated balance sheets:

(dollars in thousands)			September 30, 2020
Name of Trust			Subordinated Debentures						Interest Rate
Trust IV			$	30,928					Three month LIBOR + 2.45%
Trust V			20,619						Three month LIBOR + 1.87%
Total			$	51,547
			December 31, 2019
Name of Trust			Subordinated Debentures						Interest Rate
Trust IV			$	30,928					Three month LIBOR + 2.45%
Trust V			20,619						Three month LIBOR + 1.87%
Total			$	51,547

The floating trust preferred securities, the junior subordinated debentures that are the assets of Trusts IV and V and the common securities issued by Trusts IV and V are redeemable in whole or in part on any interest payment date on or after December 15, 2009 for Trust IV and V, or at any time in whole but not in part within 90 days following the occurrence of certain events. Our obligations with respect to the issuance of the trust preferred securities constitute a full and unconditional guarantee by the Company of each trust's obligations with respect to its trust preferred securities. Subject to certain exceptions and limitations, we may elect from time to time to defer interest payments on the subordinated debentures, which would result in a deferral of distribution payments on the related trust preferred securities, for up to 20 consecutive quarterly periods without default or penalty.

The subordinated debentures may be included in Tier 1 capital, with certain limitations applicable, under current regulatory guidelines and interpretations.

10. REVENUE FROM CONTRACTS WITH CUSTOMERS

The following presents the Company's other operating income, segregated by revenue streams that are in-scope and out-of-scope of ASC 606, "Revenue from Contracts with Customers" for the three and nine months ended September 30, 2020 and 2019:

			Three Months Ended September 30,												Nine Months Ended September 30,
(dollars in thousands)			2020						2019						2020						2019
Other operating income:
In-scope of ASC 606
Mortgage banking income			$	235					$	230					$	653					$	486
Service charges on deposit accounts			1,475						2,125						4,674						6,247
Other service charges and fees			2,932						3,281						8,517						9,096
Income on fiduciary activities			1,149						1,126						3,716						3,220
Net gain (loss) on sales of foreclosed assets			—						17						(6)						17
In-scope other operating income			5,791						6,779						17,554						19,066
Out-of-scope other operating income			5,772						3,487						13,587						12,967
Total other operating income			$	11,563					$	10,266					$	31,141					$	32,033

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11. SHARE-BASED COMPENSATION

 

Restricted Stock Units

 

The table below presents the activity of restricted stock units for the nine months ended September 30, 2020:

 

			Shares						Weighted Average Grant Date Fair Value
Non-vested restricted stock units, beginning of period			366,467						$	28.89
Changes during the period:
Granted			321,722						18.11
Vested			(123,179)						29.47
Forfeited			(22,628)						24.80
Non-vested restricted stock units, end of period			542,382						22.53

12. LEASES

We lease certain land and buildings for our bank branches and ATMs. In some instances, a lease may contain renewal options to extend the term of the lease. All renewal options are likely to be exercised and therefore have been recognized as part of our right-of-use assets and lease liabilities in accordance with ASC 842, "Leases". Certain leases also contain variable payments that are primarily determined based on common area maintenance costs and Hawaii state tax rates. All leases are operating leases and we do not include any short term leases in the calculation of the right-of-use assets and lease liabilities. The most significant assumption related to the Company’s application of ASC 842 was the discount rate assumption. As most of the Company’s lease agreements do not provide for an implicit interest rate, the Company uses the collateralized interest rate that the Company would have to pay to borrow over a similar term to estimate the Company’s lease liability.

Total lease cost, cash flow information, weighted-average remaining lease term and weighted-average discount rate is summarized below for the period indicated:

			Three Months Ended September 30,												Nine Months Ended September 30,
(dollars in thousands)			2020						2019						2020						2019
Lease cost:
Operating lease cost			$	1,613					$	1,627					$	4,919					$	4,883
Variable lease cost			732						699						2,098						1,950
Less: sublease income			—						(11)						(15)						(33)
Total lease cost			$	2,345					$	2,315					$	7,002					$	6,800
Other information:
Operating cash flows from operating leases			$	(1,554)					$	(1,558)					$	(4,743)					$	(4,663)
Weighted-average remaining lease term - operating leases			12.47 years						13.80 years						12.47 years						13.80 years
Weighted-average discount rate - operating leases			3.91		%				3.92		%				3.91		%				3.92		%

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The following is a schedule of annual undiscounted cash flows for our operating leases and a reconciliation of those cash flows to the operating lease liabilities for the remainder of fiscal year 2020, the next five succeeding fiscal years and all years thereafter:

(dollars in thousands)
Year Ending December 31,			Undiscounted Cash Flows						Lease Liability Expense						Lease Liability Reduction
2020 (remainder)			$	1,451					$	437					$	1,014
2021			5,839						1,638						4,201
2022			5,433						1,487						3,946
2023			4,860						1,348						3,512
2024			4,539						1,222						3,317
2025			4,227						1,096						3,131
Thereafter			31,700						5,466						26,234
Total			$	58,049					$	12,694					$	45,355

In addition, the Company, as lessor, leases certain properties that it owns. All of these leases are operating leases. The following represents lease income related to these leases that was recognized for the period indicated:

			Three Months Ended September 30,												Nine Months Ended September 30,
(dollars in thousands)			2020						2019						2020						2019
Total rental income recognized			$	492					$	522					$	1,559					$	1,576

Based on the Company's leases as lessor as of September 30, 2020, estimated lease payments for the remainder of fiscal year 2020, the next five succeeding fiscal years and all years thereafter are as follows:

(dollars in thousands)
Year Ending December 31,
2020 (remainder)			$	530
2021			2,133
2022			1,790
2023			480
2024			84
2025			72
Thereafter			190
Total			$	5,279

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13. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following tables present the components of other comprehensive income for the three and nine months ended September 30, 2020 and 2019, by component:

 

(dollars in thousands)			Before Tax						Tax Effect						Net of Tax
Three Months Ended September 30, 2020
Net unrealized losses on investment securities:
Net unrealized losses arising during the period			$	(3,434)					$	(919)					$	(2,515)
Less: Reclassification adjustments from AOCI realized in net income			352						94						258
Net unrealized losses on investment securities			(3,082)						(825)						(2,257)
Defined benefit plans:
Amortization of net actuarial loss			330						89						241
Amortization of net transition obligation			5						1						4
Amortization of prior service cost			3						1						2
Defined benefit plans, net			338						91						247
Other comprehensive loss			$	(2,744)					$	(734)					$	(2,010)

(dollars in thousands)			Before Tax						Tax Effect						Net of Tax
Three Months Ended September 30, 2019
Net unrealized gains on investment securities:
Net unrealized gains arising during the period			$	6,027					$	1,615					$	4,412
Less: Reclassification adjustments from AOCI realized in net income			(36)						(10)						(26)
Net unrealized gains on investment securities			5,991						1,605						4,386
Defined benefit plans:
Amortization of net actuarial loss			310						31						279
Amortization of net transition obligation			5						3						2
Amortization of prior service cost			4						2						2
Defined benefit plans, net			319						36						283
Other comprehensive income			$	6,310					$	1,641					$	4,669

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(dollars in thousands)			Before Tax						Tax Effect						Net of Tax
Nine Months Ended September 30, 2020
Net unrealized gains on investment securities:
Net unrealized gains arising during the period			$	18,994					$	5,087					$	13,907
Less: Reclassification adjustments from AOCI realized in net income			352						94						258
Net unrealized gains on investment securities			19,346						5,181						14,165
Defined benefit plans:
Net actuarial gains arising during the period			427						114						313
Amortization of net actuarial loss			867						230						637
Amortization of net transition obligation			14						4						10
Amortization of prior service cost			10						3						7
Defined benefit plans, net			1,318						351						967
Other comprehensive income			$	20,664					$	5,532					$	15,132

(dollars in thousands)			Before Tax						Tax Effect						Net of Tax
Nine Months Ended September 30, 2019
Net unrealized gains on investment securities:
Net unrealized gains arising during the period			$	37,671					$	10,098					$	27,573
Less: Reclassification adjustments from AOCI realized in net income			(36)						(10)						(26)
Net unrealized gains on investment securities			37,635						10,088						27,547
Defined benefit plans:
Amortization of net actuarial loss			837						84						753
Amortization of net transition obligation			14						4						10
Amortization of prior service cost			13						3						10
Defined benefit plans, net			864						91						773
Other comprehensive income			$	38,499					$	10,179					$	28,320

The following tables present the changes in each component of AOCI, net of tax, for the three and nine months ended September 30, 2020 and 2019:

(dollars in thousands)			Investment Securities						Defined Benefit Plans						AOCI
Three Months Ended September 30, 2020
Balance at beginning of period			$	31,247					$	(5,696)					$	25,551
Other comprehensive income (loss) before reclassifications			(2,515)						—						(2,515)
Reclassification adjustments from AOCI			258						247						505
Total other comprehensive income (loss)			(2,257)						247						(2,010)
Balance at end of period			$	28,990					$	(5,449)					$	23,541

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(dollars in thousands)			Investment Securities						Defined Benefit Plans						AOCI
Three Months Ended September 30, 2019
Balance at beginning of period			$	10,418					$	(5,960)					$	4,458
Other comprehensive loss before reclassifications			4,412						—						4,412
Reclassification adjustments from AOCI			(26)						283						257
Total other comprehensive income			4,386						283						4,669
Balance at end of period			$	14,804					$	(5,677)					$	9,127

(dollars in thousands)			Investment Securities						Defined Benefit Plans						AOCI
Nine Months Ended September 30, 2020
Balance at beginning of period			$	14,825					$	(6,416)					$	8,409
Other comprehensive income before reclassifications			13,907						313						14,220
Reclassification adjustments from AOCI			258						654						912
Total other comprehensive income			14,165						967						15,132
Balance at end of period			$	28,990					$	(5,449)					$	23,541

(dollars in thousands)			Investment Securities						Defined Benefit Plans						AOCI
Nine Months Ended September 30, 2019
Balance at beginning of period			$	(9,643)					$	(6,450)					$	(16,093)
Impact of the adoption of new accounting standards			(3,100)						—						(3,100)
Adjusted balance at beginning of period			(12,743)						(6,450)						(19,193)
Other comprehensive loss before reclassifications			27,573						—						27,573
Reclassification adjustments from AOCI			(26)						773						747
Total other comprehensive income (loss)			27,547						773						28,320
Balance at end of period			$	14,804					$	(5,677)					$	9,127

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The following table presents the amounts reclassified out of each component of AOCI for the three and nine months ended September 30, 2020 and 2019:

			Amount Reclassified from AOCI												Affected Line Item in the Statement Where Net Income is Presented
Details about AOCI Components			Three months ended September 30,
(dollars in thousands)			2020						2019
Sale of investment securities available-for-sale:
Realized gains (losses) on securities available-for-sale			$	(352)					$	36					Investment securities gains (losses)
Tax effect			94						(10)						Income tax benefit (expense)
Net of tax			$	(258)					$	26
Defined benefit retirement and supplemental executive retirement plan items:
Amortization of net actuarial loss			$	(330)					$	(310)					Salaries and employee benefits
Amortization of net transition obligation			(5)						(5)						Salaries and employee benefits
Amortization of prior service cost			(3)						(4)						Salaries and employee benefits
Total before tax			(338)						(319)
Tax effect			91						36						Income tax benefit (expense)
Net of tax			$	(247)					$	(283)
Total reclassification adjustments from AOCI for the period, net of tax			$	(505)					$	(257)

			Amount Reclassified from AOCI												Affected Line Item in the Statement Where Net Income is Presented
Details about AOCI Components			Nine months ended September 30,
(dollars in thousands)			2020						2019
Sale of investment securities available-for-sale:
Realized gains (losses) on securities available-for-sale			$	(352)					$	36					Investment securities gains (losses)
Tax effect			94						(10)						Income tax benefit (expense)
Net of tax			$	(258)					$	26
Defined benefit retirement and supplemental executive retirement plan items:
Amortization of net actuarial loss			$	(867)					$	(837)					Salaries and employee benefits
Amortization of net transition obligation			(14)						(14)						Salaries and employee benefits
Amortization of prior service cost			(10)						(13)						Salaries and employee benefits
Total before tax			(891)						(864)
Tax effect			237						91						Income tax benefit (expense)
Net of tax			$	(654)					$	(773)
Total reclassification adjustments from AOCI for the period, net of tax			$	(912)					$	(747)

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14. EARNINGS PER SHARE

The following table presents the information used to compute basic and diluted earnings per common share for the periods indicated:

 

			Three Months Ended September 30,												Nine Months Ended September 30,
(dollars in thousands, except per share data)			2020						2019						2020						2019
Net income			$	6,859					$	14,554					$	25,102					$	44,125
Weighted average common shares outstanding - basic			28,060,020						28,424,898						28,075,684						28,575,369
Dilutive effect of employee stock options and awards			51,644						177,440						96,469						186,688
Weighted average common shares outstanding - diluted			28,111,664						28,602,338						28,172,153						28,762,057
Basic earnings per common share			$	0.24					$	0.51					$	0.89					$	1.54
Diluted earnings per common share			$	0.24					$	0.51					$	0.89					$	1.53
Anti-dilutive employee stock options and awards outstanding			—						—						—						—

15. FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES

Disclosures about Fair Value of Financial Instruments

Fair value estimates, methods and assumptions are set forth below for our financial instruments.

Short-Term Financial Instruments

The carrying values of short-term financial instruments are deemed to approximate fair values. Such instruments are considered readily convertible to cash and include cash and due from financial institutions, interest-bearing deposits in other financial institutions, accrued interest receivable, the majority of Federal Home Loan Bank advances and other short-term borrowings, and accrued interest payable.

Investment Securities

The fair value of investment securities is based on market price quotations received from third-party pricing services. The third-party pricing services utilize pricing models supported with timely market data information. Where quoted market prices are not available, fair values are based on quoted market prices of comparable securities.

Loans

Fair values of loans are estimated based on discounted cash flows of portfolios of loans with similar financial characteristics including the type of loan, interest terms and repayment history. Fair values are calculated by discounting scheduled cash flows through estimated maturities using estimated market discount rates. Estimated market discount rates are reflective of credit and interest rate risks inherent in the Company's various loan types and are derived from available market information, as well as specific borrower information. As of September 30, 2020, the weighted average discount rate used in the valuation of loans was 4.78%. In accordance with ASU 2016-01, the fair value of loans are measured based on the notion of exit price.

Loans Held for Sale

The fair value of loans classified as held for sale are generally based upon quoted prices for similar assets in active markets, acceptance of firm offer letters with agreed upon purchase prices, discounted cash flow models that take into account market observable assumptions, or independent appraisals of the underlying collateral securing the loans. We report the fair values of Hawaii and U.S. Mainland construction and commercial real estate loans, if any, net of applicable selling costs on our consolidated balance sheets.

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Deposit Liabilities

The fair values of deposits with no stated maturity, such as noninterest-bearing demand deposits and interest-bearing demand and savings accounts, are equal to the amount payable on demand. The fair value of time deposits is estimated using discounted cash flow analyses. As of September 30, 2020, the weighted average discount rate used in the valuation of time deposits was 0.41%. The discount rate is estimated using the rates currently offered for deposits of similar remaining maturities.

Long-Term Debt

The fair value of our long-term debt is estimated by discounting scheduled cash flows over the contractual borrowing period at the estimated market rate for similar borrowing arrangements. As of September 30, 2020, the weighted average discount rate used in the valuation of long-term debt was 2.83%.

Derivatives

The fair values of derivative financial instruments are based upon current market values, if available. If there are no relevant comparables, fair values are based on pricing models using current assumptions for interest rate swaps and options.

Off-Balance Sheet Financial Instruments

The fair values of off-balance sheet financial instruments are estimated based on the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties, current settlement values or quoted market prices of comparable instruments.

Limitations

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

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Fair value estimates are based on existing on- and off-balance sheet financial instruments without attempting to estimate the value of future business and the value of assets and liabilities that are not considered financial instruments. For example, significant assets and liabilities that are not considered financial assets or liabilities include deferred tax assets, premises and equipment and intangible assets.

															Fair Value Measurement Using
(dollars in thousands)			Carrying Amount						Estimated Fair Value						Quoted Prices in Active Markets for Identical Assets (Level 1)						Significant Other Observable Inputs (Level 2)						Significant Unobservable Inputs (Level 3)
September 30, 2020
Financial assets:
Cash and due from banks			$	89,665					$	89,665					$	89,665					$	—					$	—
Interest-bearing deposits in other banks			5,489						5,489						5,489						—						—
Investment securities			1,167,523						1,167,523						1,204						1,153,791						12,528
Loans held for sale			23,962						23,962						—						23,962						—
Net loans			4,950,084						4,844,662						—						—						4,844,662
Accrued interest receivable			21,478						21,478						21,478						—						—
Financial liabilities:
Deposits:
Noninterest-bearing demand			1,762,476						1,762,476						1,762,476						—						—
Interest-bearing demand and savings and money market			2,995,227						2,995,227						2,995,227						—						—
Time			921,226						922,223						—						—						922,223
Short-term borrowings			206,000						206,000						—						206,000						—
Long-term debt			101,547						90,690						—						—						90,690
Accrued interest payable (included in other liabilities)			1,608						1,608						1,608						—						—

																					Fair Value Measurement Using
(dollars in thousands)			Notional Amount						Carrying Amount						Estimated Fair Value						Quoted Prices in Active Markets for Identical Assets (Level 1)						Significant Other Observable Inputs (Level 2)						Significant Unobservable Inputs (Level 3)
September 30, 2020
Derivatives:
Interest rate lock commitments			$	2,927					$	111					$	111					$	—					$	111					$	—
Forward sale commitments			19,341						(73)						(73)						—						(73)						—
Risk participation agreement			28,800						(54)						(54)						—						—						(54)
Off-balance sheet financial instruments:
Commitments to extend credit			1,195,510						1,368						1,368						—						1,368						—
Standby letters of credit and financial guarantees written			10,842						163						163						—						163						—

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															Fair Value Measurement Using
(dollars in thousands)			Carrying Amount						Estimated Fair Value						Quoted Prices in Active Markets for Identical Assets (Level 1)						Significant Other Observable Inputs (Level 2)						Significant Unobservable Inputs (Level 3)
December 31, 2019
Financial assets:
Cash and due from banks			$	78,418					$	78,418					$	78,418					$	—					$	—
Interest-bearing deposits in other banks			24,554						24,554						24,554						—						—
Investment securities			1,128,110						1,128,110						1,127						1,115,728						11,255
Loans held for sale			9,083						9,083						—						9,083						—
Net loans			4,401,569						4,392,477						—						—						4,392,477
Accrued interest receivable			16,500						16,500						16,500						—						—
Financial liabilities:
Deposits:
Noninterest-bearing demand			1,450,532						1,450,532						1,450,532						—						—
Interest-bearing demand and savings and money market			2,643,038						2,643,038						2,643,038						—						—
Time			1,026,453						1,023,362						—						—						1,023,362
Short-term borrowings			150,000						150,000						—						150,000						—
Long-term debt			101,547						97,827						—						97,827						—
Accrued interest payable (included in other liabilities)			4,288						4,288						4,288						—						—

																					Fair Value Measurement Using
(dollars in thousands)			Notional Amount						Carrying Amount						Estimated Fair Value						Quoted Prices in Active Markets for Identical Assets (Level 1)						Significant Other Observable Inputs (Level 2)						Significant Unobservable Inputs (Level 3)
December 31, 2019
Derivatives:
Interest rate lock commitments			$	625					$	8					$	8					$	—					$	8					$	—
Forward sale commitments			8,968						(28)						(28)						—						(28)						—
Off-balance sheet financial instruments:
Commitments to extend credit			1,089,135						1,230						1,230						—						1,230						—
Standby letters of credit and financial guarantees written			10,526						158						158						—						158						—

Fair Value Measurements

We group our financial assets and liabilities at fair value into three levels based on the markets in which the financial assets and liabilities are traded and the reliability of the assumptions used to determine fair value as follows:

•Level 1 — Valuation is based upon quoted prices (unadjusted) for identical assets or liabilities traded in active markets. A quoted price in an active market provides the most reliable evidence of fair value and shall be used to measure fair value whenever available.

•Level 2 — Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.

•Level 3 — Valuation is generated from model-based techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect our own estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of discounted cash flow models and similar techniques that requires the use of significant judgment or estimation.

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We base our fair values on the price that we would expect to receive if an asset were sold, or the price that we would expect to pay to transfer a liability in an orderly transaction between market participants at the measurement date. We also maximize the use of observable inputs and minimize the use of unobservable inputs when developing fair value measurements.

We use fair value measurements to record adjustments to certain financial assets and liabilities and to determine fair value disclosures. Available-for-sale and equity securities and derivatives are recorded at fair value on a recurring basis. From time to time, we may be required to record other financial assets at fair value on a nonrecurring basis such as loans held for sale, impaired loans, mortgage servicing rights, and other real estate owned. These nonrecurring fair value adjustments typically involve application of the lower of cost or fair value accounting or write-downs of individual assets.

There was one transfer into Level 3 of the fair value hierarchy for long-term debt during the three and nine months ended September 30, 2020. There were no transfers of financial assets and liabilities out of Level 3 of the fair value hierarchy during the three and nine months ended September 30, 2020.

The following tables present the fair value of assets and liabilities measured on a recurring basis as of September 30, 2020 and December 31, 2019:

									Fair Value at Reporting Date Using
(dollars in thousands)			Fair Value						Quoted Prices in Active Markets for Identical Assets (Level 1)						Significant Other Observable Inputs (Level 2)						Significant Unobservable Inputs (Level 3)
September 30, 2020
Available-for-sale securities:
Debt securities:
States and political subdivisions			$	168,589					$	—					$	157,055					$	11,534
Corporate securities			50,558						—						50,558						—
U.S. Treasury obligations and direct obligations of U.S Government agencies			34,944						—						34,944						—
Mortgage-backed securities:
Residential - U.S. Government sponsored entities			763,326						—						763,326						—
Commercial - U.S. Government agencies and sponsored entities			73,786						—						73,786						—
Residential - Non-government agencies			28,676						—						27,682						994
Commercial - Non-government agencies			46,440						—						46,440						—
Total available-for-sale securities			1,166,319						—						1,153,791						12,528
Equity securities			1,204						1,204						—						—
Derivatives: Interest rate lock and forward sale commitments			(16)						—						38						(54)
Total			$	1,167,507					$	1,204					$	1,153,829					$	12,474

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									Fair Value at Reporting Date Using
(dollars in thousands)			Fair Value						Quoted Prices in Active Markets for Identical Assets (Level 1)						Significant Other Observable Inputs (Level 2)						Significant Unobservable Inputs (Level 3)
December 31, 2019
Available-for-sale securities:
Debt securities:
States and political subdivisions			$	122,018					$	—					$	110,763					$	11,255
Corporate securities			30,529						—						30,529						—
U.S. Treasury obligations and direct obligations of U.S Government agencies			40,381						—						40,381						—
Mortgage-backed securities:
Residential - U.S. Government sponsored entities			677,822						—						677,822						—
Commercial - U.S. Government agencies and sponsored entities			81,225						—						81,225						—
Residential - Non-government agencies			37,191						—						37,191						—
Commercial - Non-government agencies			137,817						—						137,817						—
Total available-for-sale securities			1,126,983						—						1,115,728						11,255
Equity securities			1,127						1,127						—						—
Derivatives: Interest rate lock and forward sale commitments			(20)						—						(20)						—
Total			$	1,128,090					$	1,127					$	1,115,708					$	11,255

For the nine months ended September 30, 2020 and 2019, the changes in Level 3 assets and liabilities measured at fair value on a recurring basis are summarized as follows:

			Available-For-Sale Debt Securities:
(dollars in thousands)			States and Political Subdivisions						Residential - Non-Government Agencies						Total
Balance at December 31, 2019			$	11,255					$	—					$	11,255
Principal payments received			(319)						—						(319)
Unrealized net gain included in other comprehensive income			598						—						598
Purchases			—						994						994
Balance at September 30, 2020			$	11,534					$	994					$	12,528
Balance at December 31, 2018			$	11,169					$	—					$	11,169
Principal payments received			(285)						—						(285)
Unrealized net gain included in other comprehensive income			618						—						618
Purchases			—						—						—
Balance at September 30, 2019			$	11,502					$	—					$	11,502

Within the states and political subdivisions available-for-sale debt securities category, the Company holds four mortgage revenue bonds issued by the City & County of Honolulu with an aggregate fair value of $11.5 million and $11.5 million at September 30, 2020 and September 30, 2019, respectively. Within the residential non-government agency available-for-sale debt securities category, the Company purchased two mortgage backed bonds issued by Habitat for Humanity with a fair value of $1.0 million. The Company estimates the aggregate fair value of $12.5 million by using a discounted cash flow model to calculate the present value of estimated future principal and interest payments.

The significant unobservable input used in the fair value measurement of the Company's mortgage revenue bonds and Habitat for Humanity mortgage backed bonds is the weighted average discount rate. As of September 30, 2020, the weighted average

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discount rate utilized was 2.79% compared to 3.94% at September 30, 2019 and 4.08% at December 31, 2019, which was derived by incorporating a credit spread over the FHLB Fixed-Rate Advance curve. Significant increases (decreases) in the weighted average discount rate could result in a significantly lower (higher) fair value measurement.

The following table presents the fair value of assets measured on a nonrecurring basis and the level of valuation assumptions used to determine the respective fair values as of September 30, 2020 and December 31, 2019:

 

									Fair Value Measurements Using
(dollars in thousands)			Fair Value						Quoted Prices in Active Markets for Identical Assets (Level 1)						Significant Other Observable Inputs (Level 2)						Significant Unobservable Inputs (Level 3)
September 30, 2020
Other real estate (1)			$	128					$	—					$	128					$	—
December 31, 2019
Other real estate (1)			$	164					$	—					$	164					$	—

(1)Represents other real estate that is carried at fair value less costs to sell. Fair value is generally based upon independent market prices or appraised values of the collateral.

16. LEGAL PROCEEDINGS

We are involved in legal actions, but do not believe the ultimate disposition of those actions will have a material adverse impact on our results of operations or consolidated financial statements.

17. SUBSEQUENT EVENTS

On October 20, 2020, the Company completed its private placement with registration rights of $55.0 million in ten-year fixed-to-floating rate subordinated notes due 2030 (the “Notes”). The Notes bear a fixed interest rate of 4.75% for the first five years and will reset quarterly thereafter for the remaining five years to the then current three-month Secured Overnight Financing Rate, as published by the Federal Reserve Bank of New York, plus 456 basis points basis points. The Company is entitled to redeem the Notes, in whole or in part, on any interest payment date on or after November 1, 2025, or at any time, in whole but not in part, upon certain other specified events prior to the Notes’ maturity on November 1, 2030.

The Notes have been structured to qualify initially as Tier 2 capital for the Company for regulatory capital purposes. The Company intends to use the net proceeds from the offering for general corporate purposes and capital flexibility.

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

Overview

Central Pacific Financial Corp. ("CPF") is a Hawaii corporation and a bank holding company. Our principal business is to serve as a holding company for our bank subsidiary, Central Pacific Bank. We refer to Central Pacific Bank herein as "our bank" or "the bank," and when we say "the Company," "we," "us" or "our," we mean the holding company on a consolidated basis with the bank and our other consolidated subsidiaries.

Central Pacific Bank is a full-service community bank with 32 branches and 75 ATMs located throughout the state of Hawaii as of September 30, 2020. During the third quarter of 2020, the Company consolidated three in-store branches with other existing nearby branches. These in-store branches had a small square footage which did not allow for adequate social distancing and have been closed since March 2020 due to the novel coronavirus pandemic ("COVID-19"). A traditional branch is expected to be consolidated during the fourth quarter of 2020. Four of the Company's 32 branches remain temporarily closed to protect the health and well-being of the Company's employees and customers from COVID-19.

The bank offers a broad range of products and services including accepting time, savings, money market, and demand deposits and originating loans, including commercial loans, construction loans, commercial real estate loans, residential mortgage loans, and consumer loans.

Basis of Presentation

Management's discussion and analysis of financial condition and results of operations should be read in conjunction with the accompanying consolidated financial statements under "Part I, Item 1. Financial Statements (Unaudited)." The following discussion should also be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2019 filed with the U.S. Securities and Exchange Commission (the "SEC") on February 25, 2020, including the

“Risk Factors” set forth therein.

Critical Accounting Policies and Use of Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP") requires that management make certain judgments and use certain estimates and assumptions that affect amounts reported and disclosures made. Actual results may differ from those estimates and such differences could be material to the financial statements.

Accounting estimates are deemed critical when a different estimate could have reasonably been used or where changes in the estimate are reasonably likely to occur from period to period and would materially impact our consolidated financial statements as of or for the periods presented. Management has discussed the development and selection of the critical accounting estimates noted below with the Audit Committee of the Board of Directors, and the Audit Committee has reviewed the accompanying disclosures.

The Company identified a significant accounting policy which involves a higher degree of judgment and complexity in making certain estimates and assumptions that affect amounts reported in our consolidated financial statements. At December 31, 2019, the significant accounting policy which we believed to be the most critical in preparing our consolidated financial statements is the determination of the allowance for loan and lease losses. This is further described in Note 1 to the consolidated financial statements in our 2019 Form 10-K.

On January 1, 2020, the Company adopted ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” which created material changes to the Company’s existing critical accounting policy that existed at December 31, 2019. Effective January 1, 2020 through September 30, 2020, the significant accounting policy which we believe to be the most critical in preparing our consolidated financial statements is the determination of the allowance for credit losses on loans.

Allowance for Credit Losses on Loans

Management considers the policies related to the allowance for credit losses ("ACL") on loans as the most critical to the financial statement presentation. The total ACL on loans includes activity related to allowances calculated in accordance with Accounting Standards Codification (“ASC”) 326, "Financial Instruments – Credit Losses". The ACL is established through the provision for credit losses charged to current earnings. The amount maintained in the ACL reflects management’s continuing

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evaluation of the estimated loan losses expected to be recognized over the life of the loans in our loan portfolio at the balance sheet date. The ACL is comprised of specific reserves assigned to certain loans that don’t share general risk characteristics and general reserves on pools of loans that do share general risk characteristics. Factors contributing to the determination of specific reserves include the creditworthiness of the borrower, and more specifically, changes in the expected future receipt of principal and interest payments and/or in the value of pledged collateral. A reserve is recorded when the carrying amount of the loan exceeds the discounted estimated cash flows using the loan’s initial effective interest rate or the fair value of the collateral for certain collateral dependent loans. For purposes of establishing the general reserve, we stratify the loan portfolio into homogeneous groups of loans that possess similar loss potential characteristics and calculate the net amount expected to be collected over the life of the loans to estimate the expected credit losses in the loan portfolio. The Company’s methodologies for estimating the ACL consider available relevant information about the collectability of cash flows, including information about past events, current conditions, and reasonable and supportable forecasts. Refer to Note 1 – Summary of Significant Accounting Policies in the accompanying notes to the consolidated financial statements in this report for further discussion of the risk factors considered by management in establishing the ACL.

Financial Summary

Net income for the three months ended September 30, 2020 was $6.9 million, or $0.24 per diluted share, compared to net income of $14.6 million, or $0.51 per diluted share for the three months ended September 30, 2019. Net income for the nine months ended September 30, 2020 was $25.1 million, or $0.89 per diluted share, compared to net income of $44.1 million, or $1.53 per diluted share for the nine months ended September 30, 2019. Earnings continue to be impacted by a higher provision for credit loss expense that is driven by models that utilize Hawaii-specific economic projections from a third party forecast.

Excluding the provision for credit losses and income tax expense, the Company's pre-tax, pre-provision income for the three and nine months ended September 30, 2020 was $23.7 million and $67.7 million, respectively, compared to $21.0 million and $62.8 million for the three and nine months ended September 30, 2019, respectively.

On January 1, 2020, the Company adopted ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” ("CECL") and, as a result, recorded increases of $3.6 million to the allowance for credit losses on loans and $0.7 million to the reserve for off-balance sheet credit exposures, included in other liabilities. The transition adjustments recorded on January 1, 2020 were offset to retained earnings of $3.2 million and net deferred tax assets of $1.1 million. During the three and nine months ended September 30, 2020, the Company recorded total credit loss expense under ASC 326, which includes the provisions for credit losses and off-balance sheet credit exposures, of $14.9 million and $37.2 million, respectively, compared to $1.1 million and $4.4 million during the three and nine months ended September 30, 2019, which impacted our operating results.

The following table presents annualized returns on average assets and average shareholders' equity, and basic and diluted earnings per share for the periods indicated. Returns on average assets and average shareholders' equity are annualized based on a 30/360 day convention.

			Three Months Ended September 30,												Nine Months Ended September 30,
			2020						2019						2020						2019
Return on average assets			0.42		%				0.99		%				0.53		%				1.00		%
Return on average shareholders’ equity			4.99						11.11						6.17						11.58
Basic earnings per common share			$	0.24					$	0.51					$	0.89					$	1.54
Diluted earnings per common share			0.24						0.51						0.89						1.53

COVID-19 Pandemic

The ongoing novel coronavirus pandemic ("COVID-19") has caused significant disruption in the local, national and global economies and financial markets. The pandemic has resulted in temporary closures of many businesses and the institution of social distancing and sheltering in place requirements in many states and communities. Continuation and further spread of COVID-19 could cause additional quarantines, shutdowns, reductions in business activity and financial transactions, labor shortages, supply chain interruptions and overall economic and financial market instability.

In response to the anticipated economic effects of COVID-19, the Board of Governors of the Federal Reserve System (the "FRB") has taken a number of actions that have significantly affected the financial markets in the United States, including

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actions intended to result in substantial decreases in market interest rates. On March 3, 2020, the 10-year Treasury yield fell below 1.00% for the first time, and the FRB reduced the target federal funds range by 50 basis points to 1.00% to 1.25%. On March 15, 2020, the FRB further reduced the target federal funds range by 100 basis points to 0% to 0.25% and announced a $700 billion quantitative easing program in response to the expected economic downturn caused by COVID-19. On March 22, 2020, the FRB announced that it would continue its quantitative easing program in amounts necessary to support the smooth functioning of markets for Treasury securities and agency MBS. We expect that these reductions in interest rates, among other actions of the FRB and the Federal government generally, especially if prolonged, could adversely affect our net interest income, margins and profitability. In the September 2020 meeting, the FRB elected to hold the target federal funds rate at 0% to 0.25% and officials expects rates to remain near zero through 2023.

In late March 2020, the Coronavirus Aid, Relief and Economic Security (“CARES”) Act was signed into law as an over $2 trillion economic stimulus package. The CARES Act is intended to prevent a severe economic downturn through various measures, including direct financial aid to American families and economic stimulus to significantly impacted industry sectors.

On March 4, 2020, Hawaii Governor David Ige issued a Proclamation declaring a state of emergency to support ongoing State and county responses to COVID-19.

Since then, Governor Ige issued fourteen supplemental emergency proclamations. The fourteenth supplemental emergency proclamation signed on October 13, 2020:

•extends the COVID-19 emergency period in Hawaiʻi through November 30, 2020.

•extends the 14-day mandatory quarantine requirement for out-of-state travelers to Hawaii, as well as inter-island travelers arriving to Kauai, Hawaii Island or Maui County (Maui, Molokai, Lanai), through November 30, 2020, with the exception of the pre-travel test option. The inter-island travel quarantine does not include inter-island travelers arriving to Oahu. The period of self-quarantine begins immediately upon arrival, and lasts 14 days or the duration of the person’s stay on the island, whichever is shorter.

•mandates that all persons must wear masks in compliance with the county orders, rules and directives approved by the governor.

•cxtends the prohibition on evictions for non-payment of rent until November 30, 2020.

Beginning October 15, 2020, Hawaii re-opened to U.S mainland tourists. A pre-travel testing option allows travelers an alternative to the mandatory 14-day quarantine. All travelers arriving in Hawaii from out-of-state will be required to get a valid COVID-19 Nucleic Acid Amplification Test ("NAAT") from trusted testing and travel partners within 72 hours of boarding their flight to Hawaii, and to show proof of a negative test result upon arrival at the airport, to avoid the 14-day quarantine. The FDA-approved NAAT test from a CLIA-certified laboratory will need to be done prior to arrival. No testing will be provided upon arrival at the airport.

The infection rate in the State of Hawaii went from one of the lowest per capita in the country during the first half of 2020 to the one of the highest during the third quarter of 2020 resulting in new shutdowns and a delay in the reopening of the state. Infection rates have since improved. As of October 20, 2020, the Centers for Disease Control and Prevention reported there were 14,108 cases (7-day moving average of 67 new infections) and 189 COVID-19-related deaths in Hawaii.

During the first quarter of 2020, in response to Governor Ige's statewide restrictions on the movements of Hawaii residents and visitors to combat the potential spread of COVID-19 in Hawaii, the Company announced it would temporarily close 13 branch locations and will keep 22 branches open and fully operational. The decision to temporarily close the branches was made to protect the health and well-being of the Company's employees and customers. Some branches, such as the in-store branches with limited floor space, made it challenging to operate with social distancing in mind. The staff from the temporarily closed branches were redeployed to work at the remaining branches or assist other areas of the bank. The Company quickly responded to the changing environment by executing its business continuity plan and the majority of our support staff, even at the executive level, were working remotely on a full-time or rotating basis. The Company believes the actions it has taken to date, allows it to meet the needs of its customers and community while ensuring the safety of all employees and customers. In addition, to protect its employees as well as to manage its expenses, the Company has implemented internal policies to temporarily suspend all business travel and large group meetings. The Company has also reevaluated or postponed certain consulting projects. Hiring of new employees is on an exception basis.

The Company continues to prudently manage through the pandemic and has put in place preventative measures including face masks, plexiglass shields, social distancing, enhanced cleaning and remote work for the majority of non-branch employees. During the second and third quarters of 2020, the Company re-opened six of its branches that were temporarily closed. The

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Company is implementing a gradual, phased-in return-to-office plan that includes a portion of the workforce continuing with flexible, remote work schedules.

In July 2020, the Board of Directors of the Company approved a plan to consolidate four branches on the island of Oahu later this year. Three of the branches are in-store branches, which were temporarily closed since March 2020 due to the COVID-19 pandemic, and were officially closed during the third quarter of 2020. These in-store branches had a small square footage which did not allow for adequate social distancing. The fourth branch is a full-service branch and is expected to close during the fourth quarter of 2020. Our upcoming digital rollout is well-aligned with our branch consolidation initiative, and we expect that much of the transactional activity that was processed by these branches can be migrated to our digital channels. We also have other neighboring branches in close proximity that are available for customer full-service needs. The Company anticipates annual expense savings of approximately $1.8 million related to the consolidation of the four branches. The Company incurred $0.3 million in pre-tax expenses related to the consolidation of the three in-store branches during the third quarter of 2020 and expects to incur additional $1.4 million in pre-tax expenses related to the consolidation of the fourth branch during the fourth quarter of 2020.

Our operations, like those of other financial institutions that operate in our market, are significantly influenced by economic conditions in Hawaii, including the strength of the real estate market and the tourism industry. The COVID-19 pandemic and the mandatory 14-day self quarantine has resulted in a significant decline in tourism to the state of Hawaii, with daily visitors to Hawaii down 97.6% during the month of August and 69.0% year-to-date, compared to the same year-ago periods. Hawaii's unemployment rate has gone from one of the best in the nation over the past several years to one of the worst at approximately 15.1% during the month of September. As a result, many customers and businesses across the state have been significantly impacted by the COVID-19 pandemic which could lead to additional provisions for credit losses and lower interest and fee income, which if significant, could have a material impact to our results of operations and financial statements.

COVID-19 may also materially disrupt banking and other financial activity generally and in Hawaii where the Bank operates. This may result in a decline in customer demand for our products and services, including loans and deposits which could negatively impact our liquidity position and our growth strategy. Any one or more of these developments could have a material adverse effect on our business, operations, consolidated financial condition, and consolidated results of operations.

Financial position and results of operations

The disruptions in the economy has impaired and will continue to impair the ability of some of our borrowers to make their monthly loan payments, which could result in significant increases in delinquencies, defaults, foreclosures and declining collateral values. As a result, the COVID-19 pandemic could result in the recognition of credit losses in our loan portfolios and increase our allowance for credit losses, particularly as businesses remain closed and as more customers are expected to draw on their lines of credit or seek additional loans to help finance their businesses. Similarly, because of changing economic and market conditions affecting issuers, we may be required to recognize an allowance for credit losses in future periods on the securities we hold as well as reductions in other comprehensive income.

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Through guidance from regulatory agencies, the Company is prudently working with its borrowers impacted by COVID-19 to defer payments, interest, and fees. Loans on active payment forbearance or deferrals granted to borrowers impacted by the COVID-19 pandemic declined significantly from $567.9 million or, 11.3% of the total loan portfolio (or 12.7% excluding PPP loans) as of June 30, 2020, to $290.8 million, or 5.8% of the total loan portfolio (or 6.5% excluding PPP loans), as of September 30, 2020. The following table sets forth loans on active payment forbearance or deferral as of September 30, 2020:

(dollars in thousands)			Loan Count						Balance						Accrued Interest Receivable						Total Loans						% of Total Loans						Total Loans, excl. PPP						% of Total Loans, excl. PPP
Commercial, financial and agricultural			363						$	64,298					$	844					$	1,056,651					6.1		%				$	528,070					12.2		%
Real estate:
Construction			—						—						—						118,247						—		%				118,247						—		%
Residential mortgage			216						103,130						1,803						1,680,060						6.1		%				1,680,060						6.1		%
Home equity			—						—						—						534,056						—		%				534,056						—		%
Commercial mortgage			25						69,420						469						1,141,265						6.1		%				1,141,265						6.1		%
Consumer			3,209						53,993						1,323						500,347						10.8		%				500,347						10.8		%
Total loans			3,813						$	290,841					$	4,439					$	5,030,626					5.8		%				$	4,502,045					6.5		%

The Company’s interest income could also be reduced due to COVID-19. In the third quarter of 2020, the Company continued to grant or extend loan payment deferrals on a case-by-case basis and therefore expects that the accrued interest receivable balance on the deferred loans will continue to increase. Interest and fees still accrue on amounts that are deemed collectible during the deferral period, however, should the Company later determine that collection of payments is not expected and eventual credit losses on these deferred payments emerge, accrued and unpaid interest income and fees will need to be reversed. In such a scenario, interest income in future periods could be negatively impacted. During the third quarter of 2020, the Company recorded a reserve on the accrued interest receivable for loans on active forbearance or deferral totaling $0.2 million. The Company may need to increase this reserve or reverse accrued interest receivable which may negatively impact interest income in future periods if it is determined that the accrued interest receivable is uncollectible.

The Company’s aggregate fee income could be reduced due to COVID-19. The Company has experienced a decline in transactional activity due to COVID-19. In addition, to support our customers during this difficult time, the Company temporarily waived non-CPB ATM fees and early withdrawal fees on our time deposits and granted temporary increases on debit card and mobile deposit transaction limits throughout the second quarter of 2020. Beginning July 1, 2020, we reinstated these fees that were waived throughout the previous quarter, but the temporary increases on debit card and mobile deposit transaction limits remain in place.

Liquidity and capital

Through our past experience during the Great Recession in the late 2000s, we believe we have developed robust liquidity and capital stress tests and comprehensive liquidity and capital contingency plans. We further believe our liquidity and capital positions are strong. The Company currently estimates that it has sufficient liquidity and capital to withstand an economic recession brought about by COVID-19. However the Company's regulatory capital ratios could be adversely impacted by significant credit losses and lower interest income and fees or by a longer and deeper recession than we currently anticipate. The Company relies on cash on hand as well as dividends from its subsidiary bank to service its debt. If the Company’s capital deteriorates such that its subsidiary bank is unable to pay dividends to it for an extended period of time, the Company may not be able to service its debt or pay dividends to its shareholders.

The Company’s liquidity will be impacted by loan principal and interest payment deferrals that are being granted for certain customers due to COVID-19. Cash flow from loan payments will be reduced due to the deferrals which are being granted for three to six months. Requests for loan payment deferrals declined in the third quarter of 2020. While some loan payment deferrals ended in the third quarter of 2020, we anticipate some borrowers will be requesting second or third deferrals. Additionally, liquidity could be adversely impacted if customers withdraw significant deposit balances due to COVID-19 concerns.

In the case of loans serviced by the Company for certain third parties, including those under the Federal National Mortgage Association ("FNMA") and Federal Home Loan Mortgage Corp. ("FHLMC") programs, the Company is required to advance to the owners the payment of principal and interest on a scheduled basis for four months even when such payment was not collected from the borrower due to payment forbearance granted or payment delinquency. Such amounts advanced are recorded

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as a receivable by the Company and are expected to be collected from the borrower and/or government agencies (FNMA or FHLMC).

The Company maintains access to multiple sources of liquidity. Wholesale funding markets have remained open to us, but rates for short term funding have recently been volatile. The collateral that is pledged for wholesale funding lines, could lose value and may result in less funding availability. The Company has access to the Paycheck Protection Program Liquidity Facility (“PPPLF”), which is an extension of credit to eligible financial institutions that originate Paycheck Protection Program (“PPP”) loans that takes the PPP loans as collateral at face value. If funding costs are elevated for an extended period of time, it could have an adverse effect on the Company’s net interest margin. If an extended recession caused large numbers of the Company’s deposit customers to withdraw their funds, the Company might become more reliant on volatile or more expensive sources of funding.

In March 2020, we decided to suspend our share repurchase program for the time being until we know more about the extent the pandemic will have on the economy and our business. We can provide no assurance when or if we will reinstate our share repurchase program.

Asset valuation

The Company currently does not expect COVID-19 to affect its ability to account timely for the assets on its balance sheet; however, this could change in future periods. While certain valuation assumptions and judgments will change to account for pandemic-related circumstances such as widening credit spreads, the Company does not anticipate significant changes in the methodology used to determine the fair value of assets measured in accordance with GAAP.

The Company has a significant real estate loan portfolio. Due to COVID-19, the real estate loan collateral used to secure such loans could experience a reduction in value. Further, the ability for the Company to obtain appraisals of property value could be difficult during COVID-19. This may lead to credit impairments and asset write-downs.

Processes, controls and business continuity plan

The Company's Business Continuity Plan includes a Pandemic Preparedness Plan which it successfully activated in early March 2020. The Company’s remote workforce plan has been rolled out with an overall smooth transition. The Company already had Virtual Private Network ("VPN") technology capability, and during the first quarter of 2020, expanded VPN access to over 70% of its employees. In addition to VPN, the Company believes it is well-setup with the latest technologies that enable our operations to continue efficiently. The Company is using collaboration tools and several other cloud-based software programs. For its customers, during the third quarter of 2020 the Company launched its premier digital banking platform which is one of the key initiatives and milestones in its RISE2020 initiative.

The Company is implementing a gradual, phased-in return-to-office plan that includes a portion of the workforce continuing with flexible, remote work schedules. Due to the recent rise in COVID-19 cases in Hawaii and nationwide, the return-to-office plan was delayed as a precautionary measure. The Company may incur additional cost related to its continued deployment of the remote workforce plan. A remote workforce plan potentially could introduce operational or internal control challenges and risks, including resource constraints. The Company is closely monitoring operations to mitigate those risks, and currently does not anticipate significant challenges to its ability to maintain its systems and internal controls in light of the measures the Company has taken to prevent the spread of COVID-19. However, should there be significant changes to government orders, the health and well-being of our workforce, or to our critical systems and vendors, there could be an adverse impact on our operations.

Lending operations and accommodations to borrowers

To support its customers during this difficult time, the Company has moved quickly to put in place a number of COVID-19 relief programs for its consumer and business customers affected by the pandemic. For its customers, the Company is offering an employment disruption loan as well as consumer, commercial, commercial mortgage, and residential mortgage payment deferral programs. In addition, as previously mentioned, we waived non-CPB ATM fees and early withdrawal fees on our time deposits throughout the second quarter of 2020 and increased spending cap limits on debit cards and mobile deposit limits to $10,000 daily. Beginning July 1, 2020, the previously waived fees have been reinstated but the increased spending cap limits will remain in place temporarily.

The bank is a Small Business Administration ("SBA") approved lender and actively participated in assisting customers with loan applications for the SBA’s Paycheck Protection Program, or PPP, which was part of the CARES Act. PPP loans have a

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two or five-year term and earn interest at 1%. The SBA pays the originating bank a processing fee ranging from 1% to 5%, based on the size of the loan, which the Company is recognizing over the life of the loan. The Company saw tremendous interest in the PPP. From April 3, 2020, the date the SBA began accepting submissions for the initial round of PPP loans through the end of the program in August 2020, the Company funded over 7,200 PPP loans totaling over $558 million and received gross processing fees of over $21 million. Certain PPP loans paid-off shortly after funding resulting in a total outstanding balance of $545.3 million and net deferred fees of $16.7 million as of September 30, 2020. The Company has developed a PPP forgiveness portal and has begun the process of assisting our customers with applying for forgiveness from the SBA. The Company has engaged a third party to assist with this process. Although the Company believes that the majority of these loans will ultimately be forgiven by the SBA in accordance with the terms of the program, there could be risks and liabilities by the Company that cannot be determined at this time.

With the significant increase in volume of PPP loan requests, the Company redeployed staff to handle and assist with loan processing. Additionally, the Company brought on some outside resources to assist with the PPP.

The Company became aware in September 2020 of a Federal criminal complaint related to PPP loan fraud on a $10.0 million PPP loan that the Bank originated in April 2020. The CEO of the borrower was charged by the U.S. Department of Justice for submitting a fraudulent PPP loan application to the Bank. The Federal investigation is ongoing and charges are currently pending. Neither the Company nor the Bank is a party to the Federal complaint, and we have been cooperating with Federal authorities. We believe that we originated the subject PPP loan in accordance with all SBA PPP requirements. Accordingly, we currently expect that the SBA guarantee remains in effect. Based on current facts and circumstances, we expect to be fully repaid on the loan. Therefore we continue to hold the $10.0 million PPP loan on our balance sheet as a performing asset as of September 30, 2020.

The Company is staying in close contact with its customers and has increased its client outreach efforts. The Company’s commercial loan officers are calling their key clients as frequently as daily. The Company is monitoring its client’s financial health during this challenging time and is providing guidance to help them through the pandemic. Further, the Company believes it is prudently making loan modifications for certain borrowers to allow deferral of loan principal and/or interest for a short-term period.

The Company provided three-month principal and interest payment forbearance for our residential mortgage customers and three-month principal and interest payment deferrals for our consumer customers. The Company is deferring either the full loan payment or the principal component of the loan payment for typically three to six months for its commercial real estate and commercial and industrial loan customers on a case-by-case basis depending on need. As of September 30, 2020, the Company had loan payment forbearance or deferrals on outstanding balances of $290.8 million, or 5.8% of total loans (or 6.5% of total loans, excluding PPP loans). Of this amount, $192.9 million and $2.5 million were on second and third payment forbearance or deferrals, respectively, as of September 30, 2020.

In accordance with the revised interagency guidance issued in April 2020 and Section 4013 of the CARES Act, banks are provided an option to elect to not account for certain loan modifications related to COVID-19 as TDRs as long as the borrowers were not more than 30 days past due as of February 29, 2020 (time of modification program implementation) and December 31, 2019, respectively. The Company has identified eleven consumer loans totaling $0.2 million, including three consumer loans totaling $0.1 million in the third quarter of 2020, that were modified and did not meet the criteria under Section 4013 of the CARES Act or the interagency guidance. As a result, these loans are included in TDRs as of September 30, 2020. Collectibility of the accrued interest on deferred loans is uncertain. During the third quarter of 2020, the Company recorded a reserve on the accrued interest receivable of loans on active forbearance or deferral totaling $0.2 million, with the offset recorded to provision for credit losses. The Company may need to increase this reserve or reverse accrued interest receivable which may negatively impact interest income in future periods if it is determined that the accrued interest receivable is uncollectible. Additional loan modifications to capitalize interest and/or extend loan terms may also be necessary. The Company anticipates requests for new or extended loan deferrals will continue at a slower pace through the fourth quarter of 2020.

Credit

Following the recovery from the Great Recession, the Company believes it has implemented a disciplined approach to credit that includes tighter underwriting standards with a focus on making quality loans and maintaining a diversified loan portfolio. The Company’s loan portfolio today is diversified by product and by industry.

In the final week of March, the Company reviewed its entire commercial loan portfolio and actively reached out to its customers to determine the initial impact, if any, of COVID-19 on their businesses. The review continued throughout the second and third quarters. The Company proactively worked with many of its customers in providing loan payment deferrals as well as assisted in the application and approval of PPP loans.

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The volume of loan payment deferrals granted peaked in May at approximately $605 million in total loan balances, and has since declined to $290.8 million, or 5.8% of total loans (or 6.5% of total loans, excluding PPP loans), at September 30, 2020. The Company continues to support its consumer and residential customers with a second 90-day loan payment deferral or forbearance, as needed. Our consumer loan payment deferrals totaled $54.0 million at September 30, 2020, compared to $65.8 million at June 30, 2020.

Our residential mortgage loans on active payment forbearance totaled $103.1 million at September 30, 2020, compared to $176.6 million at June 30, 2020. The majority of the residential mortgage loans in forbearance were in their second 90-day forbearance period at September 30, 2020. Some borrowers are beginning to resume payments with the total count dropping from a peak of 467 at May 31, 2020 to 216 at September 30, 2020.

In our commercial, commercial real estate and construction loan portfolios, loans on active payment deferral totaled $133.7 million at September 30, 2020, compared to $325.4 million at June 30, 2020. The two highest exposures by industry are real estate and rental and leasing totaling approximately $47 million, or 1% of the total loan portfolio excluding PPP loans, and food-service totaling approximately $46 million, or 1% of the total loan portfolio excluding PPP loans. The majority of the loans in the real estate category are supported by low loan-to-value ratios. The majority of the loans in the food-service category are supported by owners with good liquidity and access to capital. The Company expects some of its borrowers will need a loan modification at the end of their second loan payment deferral, which will be handled on a case-by-case basis. Loan payment deferrals for our high-risk industries totaled approximately $66 million, or 1.5% of the total loan portfolio excluding PPP loans.

In the third quarter of 2020, we continued our stepped-up assessment and monitoring as well as our outreach to our customers. Criticized loans increased by $34 million from the previous quarter to $196.8 million, or 4.4% of the total loan portfolio excluding PPP loans. Special mention loans increased by $33 million to $148.8 million, or 3.3% of the total loan portfolio excluding PPP loans. Classified loans increased by $1.5 million to $48.0 million, or 1.1% of the total loan portfolio excluding PPP loans. The loan downgrades were the result of our continued assessment of borrower risk based on the borrower’s near-term strategy and outlook, management strength and actions they’ve taken, overall financial condition, and external funding and deferral support. Approximately 12% of special mention balances and 5% of classified balances also received PPP loans.

The Company believes that the residential, home equity and commercial real estate and construction loan portfolios are lower risk. The weighted average loan-to-values at origination in these portfolios are 62%, 63%, and 61%, respectively, and we believe they will be less impacted by the pandemic. These loans comprise of approximately $3.5 billion or 77% of our total loan portfolio, net of PPP loans. Overall, the Company's loan portfolio remains well diversified.

The disruptions in the economy resulting from the COVID-19 pandemic has impaired and will continue to impair the ability of some of our borrowers to make their monthly loan payments, which could result in significant increases in delinquencies, defaults, foreclosures and declining collateral values. As a result, the COVID-19 pandemic could result in the recognition of credit losses in our loan portfolios and increase our ACL, particularly as businesses remain closed and as more customers are expected to draw on their lines of credit or seek additional loans to help finance their businesses. Similarly, because of changing economic and market conditions affecting issuers, we may be required to recognize an allowance for credit losses in future periods on the securities we hold as well as reductions in other comprehensive income.

Material Trends

The majority of our operations are concentrated in the state of Hawaii. As a result, our performance is significantly influenced by the real estate markets, economic environment and environmental conditions in Hawaii. Macroeconomic conditions also influence our performance. A favorable business environment is generally characterized by expanding gross state product, low unemployment, robust tourism and rising personal income; while an unfavorable business environment is characterized by the reverse.

Hawaii tourism started the year strong with solid growth in visitor arrivals and spending in the first two months of 2020. However, the COVID-19 outbreak has impacted Hawaii’s tourism significantly since late February. Total visitor arrivals in the eight months ended August 31, 2020, decreased 65.1% from the same prior year period. The mandated 14-day self-quarantine for arriving visitors and residents began on March 26, 2020. During April through August, total visitors were down approximately 98.3% from the same year-ago period.

A few airlines have announced temporary suspension of flights to international destinations. Many hotels throughout the state continue to remain temporarily closed. Many shopping centers are still on reduced hours. However, some restaurants are now open for dine-in service, take-out, curbside pick-up and delivery.

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The full or partial shutdown of tourism, restaurant, and retail industries has significantly impacted employment in the state. The Hawai‘i State Department of Labor & Industrial Relations ("DLIR") announced that the seasonally adjusted unemployment rate for September was 15.1% compared to a peak of 23.8% in April. The significant decrease in the unemployment rate may be due to PPP funds and other government stimulus programs. There is still potential for an increase in the unemployment rate in future months. Statewide, 520,200 were employed and 92,550 unemployed in September for a total seasonally adjusted labor force of 612,750. Nationally, the seasonally adjusted unemployment rate was 7.9% in September, down from 14.7% in April.

Oahu home sales started the year strong with healthy year-over-year increases in closed sales of single-family homes and condominiums during the first quarter of 2020; however as expected, home sales slowed during the second and third quarters of 2020 due to the challenges presented by COVID-19. According to the latest data available from the Honolulu Board of Realtors, Oahu unit sales volume decreased by 1.4% for single-family homes and 18.9% for condominiums for the nine months ended September 30, 2020, compared to the same time period last year. While home sale volumes slowed, sale prices remained very strong in Hawaii. For the nine months ended September 30, 2020, the median sales price for single-family homes on Oahu was $811,000, representing a 3.3% increase from $785,000 in the same prior year period. The median sales price for condominiums on Oahu for the nine months ended September 30, 2020 was $430,000, representing an increase of 1.2% from $425,000 in the same prior year period.

RISE2020

Commencing in the second quarter of 2019, the Company launched RISE2020, a multifaceted initiative intended to enhance customer experience, drive stronger long-term growth and profitability, improve shareholder returns and lower our efficiency ratio. RISE2020 includes initiatives in the following key areas of opportunity: Digital Banking, Revenue Enhancements, Branch Transformation and Operational Excellence. RISE2020 is intended to provide Central Pacific Bank with premier products and services in several strategic areas. During 2019, the outsourcing of the Company's residential mortgage loan servicing, the launch of its new website under the cpb.bank domain name and the implementation of its end-to-end commercial loan origination system were completed. Despite several challenges resulting from the impact of COVID-19, the RISE2020 initiatives are continuing and the Company is making good progress. During the first quarter of 2020, the Company opened its concept branch, providing its customers a glimpse into the future of Central Pacific Bank. The Company's revitalization of its building headquarters is in full steam with major parts of the construction underway and on track for an opening date of January 2021. Digital strategies continue to push forward. After significant development, the Company's new online and mobile banking platforms for its retail customers launched in August 2020. Digital technology is even more critical to businesses during crises like the current pandemic and will remain a high priority strategy for the Company's future. The rollout of newly upgraded ATMs continues and is nearly 90% complete. The Company continues to see a decline in branch transaction activity offset by strong increases in customer on-line transaction activity and believes its digital initiatives have been well-timed to meet the changing needs of its customers and the community.

Results of Operations

Net Interest Income

Net interest income, when annualized and expressed as a percentage of average interest earning assets, is referred to as "net interest margin." Interest income, which includes loan fees and resultant yield information, is expressed on a taxable equivalent basis using a federal statutory tax rate of 21% for the three and nine months ended September 30, 2020 and 2019. A comparison of net interest income on a taxable-equivalent basis ("net interest income") for the three and nine months ended September 30, 2020 and 2019 is set forth below. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to: (i) changes in volume and (ii) changes in rates. The change in volume is calculated as change in average balance, multiplied by prior period average yield/rate. The change in rate is calculated as change in average yield/rate, multiplied by current period volume. The change in interest income not solely due to change in volume or change in rate has been allocated proportionately to change in volume and change in average yield/rate.

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(dollars in thousands)			Three Months Ended September 30,
			2020																		2019																		Variance
			Average Balance						Average Yield/ Rate						Interest Income/ Expense						Average Balance						Average Yield/ Rate						Interest Income/ Expense						Average Balance						Average Yield/ Rate						Interest Income/ Expense
Assets
Interest earning assets:
Interest-bearing deposits in other banks			$	12,262					0.09		%				3						$	6,295					2.05		%				33						$	5,967					(1.96)		%				(30)
Investment securities, excluding ACL:
Taxable (1)			1,029,987						2.04						5,250						1,093,352						2.63						7,192						(63,365)						(0.59)						(1,942)
Tax-exempt (1)			88,749						3.54						786						117,784						3.04						896						(29,035)						0.50						(110)
Total investment securities			1,118,736						2.16						6,036						1,211,136						2.67						8,088						(92,400)						(0.51)						(2,052)
Loans, including loans held for sale (2)			5,016,955						3.64						45,751						4,293,455						4.25						45,861						723,500						(0.61)						(110)
Federal Home Loan Bank stock			12,428						4.12						128						16,646						4.46						186						(4,218)						(0.34)						(58)
Total interest earning assets			6,160,381						3.36						51,918						5,527,532						3.90						54,168						632,849						(0.54)						(2,250)
Noninterest-earning assets			414,111																		379,675																		34,436
Total assets			$	6,574,492																	$	5,907,207																	$	667,285
Liabilities and Equity
Interest-bearing liabilities:
Interest-bearing demand deposits			$	1,092,976					0.04		%				115						$	1,002,875					0.08		%				207						$	90,101					(0.04)		%				(92)
Savings and money market deposits			1,910,971						0.09						417						1,582,795						0.39						1,549						328,176						(0.30)						(1,132)
Time deposits under $100,000			160,634						0.57						232						167,331						0.69						293						(6,697)						(0.12)						(61)
Time deposits $100,000 and over			769,030						0.54						1,052						874,192						1.88						4,139						(105,162)						(1.34)						(3,087)
Total interest-bearing deposits			3,933,611						0.18						1,816						3,627,193						0.68						6,188						306,418						(0.50)						(4,372)
Short-term borrowings			79,984						0.35						71						191,564						2.34						1,130						(111,580)						(1.99)						(1,059)
Long-term debt			105,131						2.82						746						101,547						3.96						1,013						3,584						(1.14)						(267)
Total interest-bearing liabilities			4,118,726						0.25						2,633						3,920,304						0.84						8,331						198,422						(0.59)						(5,698)
Noninterest-bearing deposits			1,794,536																		1,360,221																		434,315
Other liabilities			111,851																		102,599																		9,252
Total liabilities			6,025,113																		5,383,124																		641,989
Shareholders’ equity			549,378																		524,083																		25,295
Non-controlling interest			1																		—																		1
Total equity			549,379																		524,083																		25,296
Total liabilities and equity			$	6,574,492																	$	5,907,207																	$	667,285
Net interest income															$	49,285																	$	45,837																	$	3,448
Interest rate spread									3.11		%																3.06		%																0.05		%
Net interest margin									3.19		%																3.30		%																(0.11)		%
(1)  At amortized cost.
(2)  Includes nonaccrual loans.

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(dollars in thousands)			Nine Months Ended September 30,
			2020																		2019																		Variance
			Average Balance						Average Yield/ Rate						Interest Income/ Expense						Average Balance						Average Yield/ Rate						Interest Income/ Expense						Average Balance						Average Yield/ Rate						Interest Income/ Expense
Assets
Interest earning assets:
Interest-bearing deposits in other banks			$	13,038					0.43		%				42						$	8,540					2.30		%				147						$	4,498					(1.87)		%				(105)
Investment securities, excluding ACL:
Taxable investment securities (1)			1,033,362						2.37						18,351						1,147,217						2.67						23,014						(113,855)						(0.30)						(4,663)
Tax-exempt investment securities (1)			98,153						3.25						2,390						137,750						2.93						3,023						(39,597)						0.32						(633)
Total investment securities			1,131,515						2.44						20,741						1,284,967						2.70						26,037						(153,452)						(0.26)						(5,296)
Loans, including loans held for sale (2)			4,794,883						3.84						137,870						4,183,703						4.32						135,169						611,180						(0.48)						2,701
Federal Home Loan Bank stock			12,921						3.78						366						15,650						4.33						508						(2,729)						(0.55)						(142)
Total interest earning assets			5,952,357						3.57						159,019						5,492,860						3.94						161,861						459,497						(0.37)						(2,842)
Noninterest-earning assets			398,339																		365,364																		32,975
Total assets			$	6,350,696																	$	5,858,224																	$	492,472
Liabilities and Equity
Interest-bearing liabilities:
Interest-bearing demand deposits			$	1,054,692					0.05		%				405						$	972,316					0.08		%				598						$	82,376					(0.03)		%				(193)
Savings and money market deposits			1,806,829						0.16						2,102						1,544,759						0.33						3,847						262,070						(0.17)						(1,745)
Time deposits under $100,000			162,255						0.64						777						172,204						0.69						884						(9,949)						(0.05)						(107)
Time deposits $100,000 and over			807,346						0.98						5,899						921,003						1.96						13,507						(113,657)						(0.98)						(7,608)
Total interest-bearing deposits			3,831,122						0.32						9,183						3,610,282						0.70						18,836						220,840						(0.38)						(9,653)
Short-term borrowings			94,248						0.93						653						168,350						2.50						3,146						(74,102)						(1.57)						(2,493)
Long-term debt			114,504						2.88						2,472						101,547						4.09						3,104						12,957						(1.21)						(632)
Total interest-bearing liabilities			4,039,874						0.41						12,308						3,880,179						0.86						25,086						159,695						(0.45)						(12,778)
Noninterest-bearing deposits			1,657,825																		1,370,972																		286,853
Other liabilities			110,669																		99,143																		11,526
Total liabilities			5,808,368																		5,350,294																		458,074
Shareholders’ equity			542,326																		507,930																		34,396
Non-controlling interest			2																		—																		2
Total equity			542,328																		507,930																		34,398
Total liabilities and equity			$	6,350,696																	$	5,858,224																	$	492,472
Net interest income															$	146,711																	$	136,775																	$	9,936
Interest rate spread									3.16		%																3.08		%																0.08		%
Net interest margin									3.29		%																3.32		%																(0.03)		%
(1)  At amortized cost.
(2)  Includes nonaccrual loans.

Net interest income (expressed on a taxable-equivalent basis) was $49.3 million for the third quarter of 2020, representing an increase of 7.5% from $45.8 million in the year-ago quarter. Net interest income (expressed on a taxable-equivalent basis) was $146.7 million for the nine months ended September 30, 2020, representing an increase of 7.3% from $136.8 million in the nine months ended September 30, 2019. The increase in the three and nine months ended September 30, 2020 was primarily due to loan growth, including loans originated under the SBA Paycheck Protection Program ("PPP"), combined with lower rates paid on interest-bearing liabilities. These increases were partially offset by decreases in yields earned on interest-earning assets. Net interest income for the three and nine months ended September 30, 2020 included $3.4 million and $5.9 million, respectively, in PPP net interest income and net loan fees, which are accreted into income over the term of the loans and accelerated when the loans are forgiven or paid-off. No PPP loans were forgiven during the three and nine months ended September 30, 2020. The decreases in yields earned on interest-earning assets and rates paid on interest-bearing liabilities were primarily attributable to

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the five rate cuts by the Federal Reserve from August 2019 through March 2020. During the three and nine months ended September 30, 2020, the Company had an average PPP loan balance of $544.7 million and $309.1 million, respectively, which earned approximately 2.48% and 2.53%, respectively, in net interest income and net loan fees.

Interest Income

Taxable-equivalent interest income was $51.9 million for the third quarter of 2020, representing a decrease of 4.2% from $54.2 million in the year-ago quarter. The 61 bp decrease in the average yields earned on loans during the third quarter of 2020, compared to the year-ago quarter, decreased interest income by approximately $7.7 million. In addition, run-off of the investment securities portfolio of $92.4 million, combined with the 51 bp decline in yields earned on investment securities during the third quarter of 2020, compared to the year-ago quarter, decreased interest income by approximately $2.1 million. These decreases were partially offset by a $723.5 million increase in average loans during the third quarter of 2020, compared to the year-ago quarter, accounting for an increase of approximately $7.6 million in interest income during the third quarter of 2020. The significant increase in average loans was primarily attributable to the aforementioned PPP loans.

Taxable-equivalent interest income was $159.0 million for the nine months ended September 30, 2020, representing a decrease of 1.8% from $161.9 million in the nine months ended September 30, 2019. The 48 bp decrease in the average yields earned on loans during the nine months ended September 30, 2020, compared to the same prior year period, decreased interest income by approximately $17.2 million. In addition, run-off of the investment securities portfolio of $153.5 million, combined with the 26 bp decline in yields earned on investment securities during the nine months ended September 30, 2020, compared to the same prior year period, decreased interest income by approximately $5.3 million. These decreases were partially offset by a $611.2 million increase in average loans compared to the nine months ended September 30, 2019, accounting for an increase of approximately $19.9 million in interest income during the nine months ended September 30, 2020.

Interest Expense

Interest expense for the third quarter of 2020 was $2.6 million, representing a decrease of 68.4% from $8.3 million in the year-ago quarter. The decrease was primarily attributable to declines in rates paid on savings and money market deposits, time deposits $100,000 and over, short-term borrowings and long-term debt of 30 bp, 134 bp, 199 bp and 114 bp, respectively, which decreased interest expense by approximately $1.4 million, $2.6 million, $0.4 million and $0.3 million, respectively. In addition, average time deposits $100,000 and over and short-term borrowings declined by $105.2 million and $111.6 million resulting in a decrease in interest expense of approximately $0.5 million and $0.7 million, respectively. Time deposits $100,000 and over primarily consists of public funds which may be opportunistic sources of funding, but fluctuate more directly with changes in the Federal Funds rate.

Interest expense for the nine months ended September 30, 2020 was $12.3 million, representing a decrease of 50.9% from $25.1 million in the nine months ended September 30, 2019. The decrease was primarily attributable to declines in rates paid on savings and money market deposits, time deposits $100,000 and over, short-term borrowings and long-term debt of 17 bp, 98 bp, 157 bp and 121 bp, respectively, which decreased interest expense by approximately $2.4 million, $5.9 million, $1.1 million and $1.0 million, respectively. In addition, average time deposits $100,000 and over and short-term borrowings declined by $113.7 million and $74.1 million, respectively, resulting in a decrease in interest expense of approximately $1.7 million and $1.4 million, respectively.

Net Interest Margin

Our net interest margin of 3.19% for the third quarter of 2020 decreased by 11 bp from 3.30% in the year-ago quarter.

The decline in net interest margin for the third quarter of 2020 compared to the year-ago quarter is primarily due to lower yielding PPP loans and lower yields earned on average loans and investment securities, partially offset by lower rates paid on interest-bearing liabilities, primarily attributable to the five rate cuts by the Federal Reserve from August 2019 through March 2020.

Our net interest margin of 3.29% for the nine months ended September 30, 2020 decreased by 3 bp from 3.32% in the nine months ended September 30, 2019.

The average rates paid on our interest-bearing liabilities, which declined by 45 bp in the nine months ended September 30, 2020, compared to the same prior year period, outpaced the decline in average yields earned on our interest-earning assets, which declined by 37 bp in the nine months ended September 30, 2020, compared to the same prior year period.

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Provision for Credit Losses

Our provision for credit losses on loans under ASC 326 was $14.5 million and $34.4 million during the three and nine months ended September 30, 2020, respectively, compared to an expense of $1.5 million and $4.2 million in the three and nine months ended September 30, 2019, respectively, under previous GAAP. During the third quarter of 2020, the Company elected to measure a reserve on the accrued interest receivable for loans on active payment forbearance or deferral. A reserve of $0.2 million was recorded against accrued interest receivable with the offset recorded to provision for credit losses.

In addition, we recorded a provision for off-balance sheet credit exposures of $0.2 million and $2.6 million, included in other operating expense, during the three and nine months ended September 30, 2020, respectively, compared to a credit of $0.5 million and a provision of $0.2 million in the three and nine months ended September 30, 2019, respectively, under previous GAAP. The increases in the provisions for credit losses and off-balance sheet credit exposures from the same prior year periods were primarily due to adverse economic conditions brought on by the COVID-19 pandemic.

We did not record a provision for credit losses on investment securities under ASC 326 during the three and nine months ended September 30, 2020.

Our net charge-offs were $1.3 million during the third quarter of 2020, compared to net charge-offs of $1.6 million in the year-ago quarter. Our net charge-offs were $5.4 million during the nine months ended September 30, 2020, compared to net charge-offs of $4.0 million in the nine months ended September 30, 2019.

Other Operating Income

 

The following tables set forth components of other operating income for the periods indicated:

			Three Months Ended
(dollars in thousands)			September 30, 2020						September 30, 2019						$ Change						% Change
Other operating income:
Mortgage banking income			$	4,345					$	1,994					$	2,351					117.9		%
Service charges on deposit accounts			1,475						2,125						(650)						-30.6		%
Other service charges and fees			3,345						3,894						(549)						-14.1		%
Income from fiduciary activities			1,149						1,126						23						2.0		%
Equity in earnings of unconsolidated subsidiaries			104						86						18						20.9		%
Investment securities gains (losses)			(352)						36						(388)						-1,077.8
Income from bank-owned life insurance			1,179						645						534						82.8		%
Net gain (loss) on sales of foreclosed assets			—						17						(17)						-100.0
Other:
Income recovered on nonaccrual loans previously charged-off			47						73						(26)						-35.6		%
Other recoveries			22						42						(20)						-47.6		%
Commissions on sale of checks			73						75						(2)						-2.7		%
Other			176						153						23						15.0		%
Total other operating income			$	11,563					$	10,266					$	1,297					12.6		%
* Not meaningful ("N.M.")
Note: Certain amounts in the prior period financial statements have been reclassified to conform to the presentation of the current period.

For the third quarter of 2020, total other operating income of $11.6 million increased by $1.3 million, or 12.6%, from $10.3 million in the year-ago quarter. The increase from the year-ago quarter was primarily due to higher mortgage banking income of $2.4 million and higher income from bank-owned life insurance of $0.5 million in the third quarter of 2020. Strong residential mortgage demand enabled the Company to grow its residential mortgage portfolio and realize higher gains on sales of residential mortgage loans of $3.4 million (included in mortgage banking income), which was partially offset by higher amortization of mortgage servicing rights of $0.7 million (included in mortgage banking income), attributable to the decline in market interest rates. The higher income from bank-owned life insurance was primarily attributable to gains in the equity markets during the third quarter of 2020. These increases were partially offset by lower other service charges and fees of

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$0.5 million and lower service charges on deposit accounts of $0.7 million resulting from lower transactional activity in the third quarter of 2020 due to the pandemic. Beginning July 1, 2020, certain service charges that were temporarily suspended in the previous quarter due to the pandemic were reinstated. The Company also sold certain investment securities during the third quarter of 2020 at a loss of $0.4 million.

			Nine Months Ended
(dollars in thousands)			September 30, 2020						September 30, 2019						$ Change						% Change
Other operating income:
Mortgage banking income			$	8,248					$	5,275					$	2,973					56.4		%
Service charges on deposit accounts			4,674						6,247						(1,573)						-25.2		%
Other service charges and fees			11,158						11,018						140						1.3		%
Income from fiduciary activities			3,716						3,220						496						15.4		%
Equity in earnings of unconsolidated subsidiaries			234						165						69						41.8		%
Investment securities gains (losses)			(352)						36						(388)						-1,077.8
Income from bank-owned life insurance			2,584						2,511						73						2.9		%
Net gain (loss) on sales of foreclosed assets			(6)						17						(23)						-135.3
Other:
Income recovered on nonaccrual loans previously charged-off			107						240						(133)						-55.4		%
Other recoveries			88						94						(6)						-6.4		%
Commissions on sale of checks			210						234						(24)						-10.3		%
Gain on sale of MasterCard stock			—						2,555						(2,555)						-100.0		%
Other			480						421						59						14.0		%
Total other operating income			$	31,141					$	32,033					$	(892)					-2.8		%
Note: Certain amounts in the prior period financial statements have been reclassified to conform to the presentation of the current period.

For the nine months ended September 30, 2020, total other operating income of $31.1 million decreased by $0.9 million, or 2.8%, from $32.0 million in the nine months ended September 30, 2019. The decrease from the same prior year period was primarily due to a $2.6 million gain on sale of MasterCard stock (included in other) recognized in the nine months ended September 30, 2019, combined with lower service charges on deposit accounts of $1.6 million and the aforementioned loss on sale of investment securities of $0.4 million. As previously noted, certain service charges were temporarily suspended in the second quarter of 2020 to support our customers through the pandemic and there has been lower transactional activity during the second and third quarters of 2020 due to the pandemic resulting in lower service charges on deposit accounts. These decreases were partially offset by higher mortgage banking income of $3.0 million and higher income from fiduciary activities of $0.5 million. Other service charges and fees in the nine months ended September 30, 2020 includes $1.2 million in net income related to an interest rate swap initially recognized in the first quarter of 2020.

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Other Operating Expense

The following tables set forth components of other operating expense for the periods indicated:

			Three Months Ended
(dollars in thousands)			September 30, 2020						September 30, 2019						$ Change						% Change
Other operating expense:
Salaries and employee benefits			$	20,729					$	20,631					$	98					0.5		%
Net occupancy			3,834						3,697						137						3.7		%
Equipment			1,234						1,067						167						15.7		%
Communication expense			856						1,008						(152)						-15.1		%
Legal and professional services			2,262						1,933						329						17.0		%
Computer software expense			3,114						2,713						401						14.8		%
Advertising expense			1,020						711						309						43.5		%
Foreclosed asset expense			6						15						(9)						-60.0		%
Other:
Charitable contributions			12						230						(218)						-94.8		%
FDIC insurance assessment			649						5						644						12,880.0		%
Miscellaneous loan expenses			497						274						223						81.4		%
ATM and debit card expenses			573						660						(87)						-13.2		%
Armored car expenses			192						220						(28)						-12.7		%
Entertainment and promotions			132						323						(191)						-59.1		%
Stationery and supplies			226						240						(14)						-5.8		%
Directors’ fees and expenses			213						242						(29)						-12.0		%
Directors' deferred compensation plan expense			(237)						(155)						(82)						52.9		%
Provision for off-balance sheet credit exposures			221						(465)						686						-147.5		%
Branch consolidation costs			321						—						321						N.M.
Other			1,118						1,585						(467)						-29.5		%
Total other operating expense			$	36,972					$	34,934					$	2,038					5.8		%

For the third quarter of 2020, total other operating expense was $37.0 million and increased by $2.0 million, or 5.8%, from $34.9 million in the year-ago quarter. The increase was primarily due to higher FDIC insurance assessment of $0.6 million attributable to Small Bank Assessment Credits received in the second half of 2019, higher computer software expense of $0.4 million, and higher legal and professional services and advertising expense of $0.3 million each. In addition, the Company recorded a provision for off-balance sheet credit exposures of $0.2 million in the third quarter of 2020, compared to a credit for off-balance sheet credit exposures of $0.5 million in the year-ago quarter. The Company also recognized costs related to the consolidation of three in-store branches during the third quarter of 2020 totaling $0.3 million (included in other). These in-store branches had a small square footage which did not allow for adequate social distancing.

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			Nine Months Ended
(dollars in thousands)			September 30, 2020						September 30, 2019						$ Change						% Change
Other operating expense:
Salaries and employee benefits			$	61,698					$	61,083					$	615					1.0		%
Net occupancy			11,151						10,680						471						4.4		%
Equipment			3,374						3,211						163						5.1		%
Communication expense			2,467						2,645						(178)						-6.7		%
Legal and professional services			6,528						5,231						1,297						24.8		%
Computer software expense			9,092						7,870						1,222						15.5		%
Advertising expense			3,035						2,134						901						42.2		%
Foreclosed asset expense			73						223						(150)						-67.3		%
Other:
Charitable contributions			209						559						(350)						-62.6		%
FDIC insurance assessment			1,124						868						256						29.5		%
Miscellaneous loan expenses			1,196						885						311						35.1		%
ATM and debit card expenses			1,791						1,930						(139)						-7.2		%
Armored car expenses			715						629						86						13.7		%
Entertainment and promotions			577						1,576						(999)						-63.4		%
Stationery and supplies			694						744						(50)						-6.7		%
Directors’ fees and expenses			650						722						(72)						-10.0		%
Directors’ deferred compensation plan expense			(1,617)						413						(2,030)						-491.5		%
Provision for residential mortgage loan repurchase losses			—						(403)						403						-100.0
Provision for off-balance sheet credit exposures			2,592						189						2,403						1,271.4		%
Branch consolidation and relocation costs			321						—						321						N.M.
Other			3,969						4,200						(231)						-5.5		%
Total other operating expense			$	109,639					$	105,389					$	4,250					4.0		%

For the nine months ended September 30, 2020, total other operating expense was $109.6 million and increased by $4.3 million, or 4.0%, from $105.4 million in the nine months ended September 30, 2019. The increase was primarily due to a higher provision for off-balance sheet credit exposures of $2.4 million under ASC 326, higher legal and professional services of $1.3 million, higher computer software expense of $1.2 million, higher advertising expense of $0.9 million and higher salaries and employee benefits of $0.6 million, partially offset by a $2.0 million variance in the directors' deferred compensation plan expense and lower entertainment and promotions of $1.0 million. The lower directors' deferred compensation plan expense was primarily due to volatility in the equity markets. The higher entertainment and promotions expense in the nine months ended September 30, 2019 was primarily due to expenses related to a core deposit gathering campaign.

A key measure of operating efficiency tracked by management is the efficiency ratio, which is calculated by dividing total other operating expense by total pre-provision revenue (net interest income and total other operating income). Management believes that the efficiency ratio provides useful supplemental information that is important to a proper understanding of the company's core business results by investors. Our efficiency ratio should not be viewed as a substitute for results determined in accordance with GAAP, nor is it necessarily comparable to the efficiency ratio presented by other companies.

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The following table sets forth a calculation of our efficiency ratio for each of the periods indicated:

			Three Months Ended September 30,												Nine Months Ended September 30,
(dollars in thousands)			2020						2019						2020						2019
Total other operating expense			$	36,972					$	34,934					$	109,639					$	105,389
Net interest income			$	49,120					$	45,649					$	146,209					$	136,140
Total other operating income			11,563						10,266						31,141						32,033
Total revenue before provision for credit losses			$	60,683					$	55,915					$	177,350					$	168,173
Efficiency ratio			60.93		%				62.48		%				61.82		%				62.67		%

Our efficiency ratio improved to 60.93% in the third quarter of 2020, compared to 62.48% in the year-ago quarter. The efficiency ratio in the third quarter of 2020 was positively impacted by the aforementioned higher net interest income, primarily attributable to the increase in average loan balances and lower rates paid on average interest-bearing liabilities, combined with higher other operating income, primarily attributable to the strong mortgage banking activity. Our efficiency ratio improved to 61.82% in the nine months ended September 30, 2020, compared to 62.67% in the nine months ended September 30, 2019.

Income Taxes

 

The Company recorded income tax expense of $2.2 million and $8.0 million for the three and nine months ended September 30, 2020, respectively, compared to $4.9 million and $14.4 million in the three and nine months ended September 30, 2019, respectively. The effective tax rate for the three and nine months ended September 30, 2020 was 24.29% and 24.14%, respectively, compared to 25.17% and 24.66% in the three and nine months ended September 30, 2019.

The valuation allowance on our net deferred tax assets ("DTA") totaled $3.4 million at September 30, 2020 and $3.4 million at December 31, 2019, of which $3.2 million and $3.2 million, respectively, related to our DTA from net apportioned net operating loss ("NOL") carryforwards for California state income tax purposes as we do not expect to generate sufficient income in California to utilize the DTA. The remaining valuation allowance of $0.2 million and $0.2 million as of September 30, 2020 and December 31, 2019 relates to a Hawaii capital loss carryforward balance that we do not expect to be able to utilize. Net of the valuation allowance, the Company's net DTA totaled $23.5 million at September 30, 2020, compared to a net DTA of $16.5 million as of December 31, 2019, and is included in other assets on our consolidated balance sheets.

 

Financial Condition

 

Total assets at September 30, 2020 of $6.65 billion increased by $635.5 million from $6.01 billion at December 31, 2019.

 

Investment Securities

 

Investment securities of $1.17 billion at September 30, 2020 increased by $39.4 million, or 3.5%, from December 31, 2019. The increase reflects $265.2 million in net purchases, combined with a $19.3 million increase in the market valuation on the available-for-sale portfolio, partially offset by $244.8 million in principal runoff.

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Loans

The following table sets forth information regarding our outstanding loans by category and geographic location as of the dates indicated.

(dollars in thousands)						September 30, 2020						December 31, 2019						$ Change						% Change
Hawaii:
Commercial, financial and agricultural:
SBA Paycheck Protection Program						$	485,286					$	—					$	485,286					—		%
Other						414,754						454,582						(39,828)						(8.8)
Real estate:
Construction						118,247						95,854						22,393						23.4
Residential mortgage						1,680,060						1,599,801						80,259						5.0
Home equity						534,056						490,734						43,322						8.8
Commercial mortgage						914,144						909,798						4,346						0.5
Consumer						342,203						373,451						(31,248)						(8.4)
Leases						—						—						—						—
Total loans						4,488,750						3,924,220						564,530						14.4
Allowance for credit losses ("ACL")						(71,575)						(42,592)						(28,983)						68.0
Loans, net of ACL						$	4,417,175					$	3,881,628					$	535,547					13.8
U.S. Mainland:
Commercial, financial and agricultural:
SBA Paycheck Protection Program						$	43,295					$	—					$	43,295					—		%
Other						113,316						115,722						(2,406)						(2.1)
Real estate:
Construction						—						—						—						—
Residential mortgage						—						—						—						—
Home equity						—						—						—						—
Commercial mortgage						227,121						213,617						13,504						6.3
Consumer						158,144						195,981						(37,837)						(19.3)
Leases						—						—						—						—
Total loans						541,876						525,320						16,556						3.2
ACL						(8,967)						(5,379)						(3,588)						66.7
Loans, net of ACL						$	532,909					$	519,941					$	12,968					2.5
Total:
Commercial, financial and agricultural:
SBA Paycheck Protection Program						$	528,581					$	—					$	528,581					—		%
Other						528,070						570,304						(42,234)						(7.4)
Real estate:
Construction						118,247						95,854						22,393						23.4
Residential mortgage						1,680,060						1,599,801						80,259						5.0
Home equity						534,056						490,734						43,322						8.8
Commercial mortgage						1,141,265						1,123,415						17,850						1.6
Consumer						500,347						569,432						(69,085)						(12.1)
Leases						—						—						—						—
Total loans						5,030,626						4,449,540						581,086						13.1
ACL						(80,542)						(47,971)						(32,571)						67.9
Loans, net of ACL						$	4,950,084					$	4,401,569					$	548,515					12.5

Loans, net of deferred costs, of $5.03 billion at September 30, 2020 increased by $581.1 million, or 13.1%, from December 31, 2019. The increase reflects net increases in the following loan portfolios: SBA Paycheck Protection Program loans of $528.6 million, residential mortgage of $80.3 million, home equity of $43.3 million, construction of $22.4 million and commercial mortgage of $17.9 million. These increases were partially offset by net decreases in the consumer and other

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commercial portfolios of $69.1 million and $42.2 million, respectively. During the third quarter of 2020, the Company transferred $6.6 million in commercial and commercial real estate loans to a single borrower to loans-held-for-sale. In October 2020, the Company sold the loans at a loss of less than $0.1 million.

The Hawaii loan portfolio increased by $564.5 million, or 14.4%, from December 31, 2019. The increase reflects net increases in the following loan portfolios: SBA Paycheck Protection Program loans of $485.3 million, residential mortgage of $80.3 million, home equity of $43.3 million, construction of $22.4 million and commercial mortgage of $4.3 million, partially offset by net decreases in the consumer and other commercial portfolios of $31.2 million and $39.8 million, respectively. The increases in the portfolios were primarily due to an increased demand from both new and existing customers.

The U.S. Mainland loan portfolio increased by $16.6 million, or 3.2% from December 31, 2019. The net increase was primarily attributable to net increases in the SBA Paycheck Protection Program and commercial mortgage loan portfolios of $43.3 million and $13.5 million, respectively, partially offset by a net decrease in the consumer loan portfolio of $37.8 million.

In the third quarter of 2020, we purchased U.S. Mainland unsecured consumer loans totaling $6.7 million, which reflected a net discount of $0.3 million from the $7.0 million outstanding balance.

In the second quarter of 2020, we purchased U.S. Mainland unsecured consumer loans totaling $10.9 million, which reflected a net discount of $0.5 million from the $11.4 million outstanding balance.

In the first quarter of 2020, we purchased U.S. Mainland unsecured consumer loans totaling $22.3 million, which reflected a net discount of $0.6 million from the $23.0 million outstanding balance. The purchases during the nine months ended September 30, 2020 were made under two forward flow purchase agreements.

In 2019, we purchased an auto loan portfolio totaling $30.2 million, which included a $0.6 million premium over the $29.6 million outstanding balance. In 2019, we also purchased unsecured consumer loan portfolios totaling $109.9 million which included a $2.3 million discount to the $112.2 million outstanding balance. The unsecured consumer loan purchases during 2019 were made under two forward flow purchase agreements.

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Nonperforming Assets, Accruing Loans Delinquent for 90 Days or More, Restructured Loans Still Accruing Interest

The following table sets forth nonperforming assets, accruing loans delinquent for 90 days or more and restructured loans still accruing interest as of the dates indicated.

(dollars in thousands)			September 30, 2020						December 31, 2019						$ Change						% Change
Nonperforming Assets ("NPAs") [1]
Nonaccrual loans:
Commercial, financial and agricultural			$	1,536					$	467					$	1,069					228.9		%
Real estate:
Residential mortgage			4,032						979						3,053						311.8
Home equity			533						92						441						479.3
Commercial mortgage			6,889						—						6,889						—
Consumer			69						17						52						305.9
Total nonaccrual loans			13,059						1,555						11,504						739.8
Other real estate owned ("OREO"):
Real estate:
Residential mortgage			128						—						128						—
Home equity			—						164						(164)						(100.0)
Total OREO			128						164						(36)						(22.0)
Total nonperforming assets			13,187						1,719						11,468						667.1
Accruing Loans Delinquent for 90 Days or More [1]
Real estate:
Residential mortgage			588						724						(136)						(18.8)
Consumer			321						286						35						12.2
Total accruing loans delinquent for 90 days or more			909						1,010						(101)						(10.0)
Restructured Loans Still Accruing Interest [1]
Commercial, financial and agricultural			137						135						2						1.5
Real estate:
Residential mortgage			5,178						5,502						(324)						(5.9)
Commercial mortgage			1,825						1,839						(14)						(0.8)
Consumer			214						—						214						—
Total restructured loans still accruing interest			7,354						7,476						(122)						(1.6)
Total NPAs, accruing loans delinquent for 90 days or more and restructured loans still accruing interest			$	21,450					$	10,205					$	11,245					110.2
Ratio of nonaccrual loans to total loans			0.26		%				0.03		%										0.23		%
Ratio of NPAs to total loans and OREO			0.26		%				0.04		%										0.22		%
Ratio of NPAs and accruing loans delinquent for 90 days or more to total loans and OREO			0.28		%				0.06		%										0.22		%
Ratio of NPAs, accruing loans delinquent for 90 days or more, and restructured loans still accruing interest to total loans and OREO			0.43		%				0.23		%										0.20		%
Ratio of classified assets and OREO to tier 1 capital and ACL			7.36		%				6.75		%										0.61		%
[1] Section 4013 of the CARES Act and the revised Interagency Statement are being applied to loan modifications related to the COVID-19 pandemic as eligible and applicable. These loan modifications are not included in the delinquent or restructured loan balances presented above.

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The following table sets forth year-to-date activity in nonperforming assets as of the date indicated:

(dollars in thousands)
Balance at December 31, 2019			$	1,719
Additions			12,887
Reductions:
Payments			(820)
Return to accrual status			(123)
Sales of NPAs			(94)
Net charge-offs, valuation and other adjustments			(382)
Total reductions			(1,419)
Net increase			11,468
Balance at September 30, 2020			$	13,187

Nonperforming assets, which includes nonaccrual loans and other real estate owned, totaled $13.2 million at September 30, 2020, compared to $1.7 million at December 31, 2019. There were no nonperforming loans classified as held for sale at September 30, 2020 and December 31, 2019. The increase in nonperforming assets from December 31, 2019 was primarily attributable to additions to nonaccrual loans totaling $12.9 million, of which $7.6 million were to two borrowers consisting of commercial and commercial real estate loans that the Company believes is well-secured. The additions were offset by $0.8 million in repayments of nonaccrual loans, $0.4 million in net charge-offs, valuation and other adjustments, $0.1 million in loans returned to accrual status, and the sale of a foreclosed asset of $0.1 million.

Troubled debt restructurings ("TDRs") included in nonperforming assets at September 30, 2020 consisted of two Hawaii residential mortgage loans with a combined principal balance of $0.3 million. There were $7.4 million of TDRs still accruing interest at September 30, 2020, none of which were more than 90 days delinquent. At December 31, 2019, there were $7.5 million of TDRs still accruing interest, none of which were more than 90 days delinquent.

Loan payment forbearance or deferrals were made for borrowers impacted by the COVID-19 pandemic with loan balances totaling $290.8 million, or 5.8% of total loans (or 6.5% of total loans, excluding PPP loans), as of September 30, 2020, compared to $567.9 million or, 11.3% of the total loan portfolio (or 12.7% excluding PPP loans) as of June 30, 2020.

The Company's ratio of classified assets and other real estate owned to tier 1 capital and the ACL increased from 6.75% at December 31, 2019 to 7.36% at September 30, 2020.

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Allowance for Credit Losses

 

The following table sets forth certain information with respect to the ACL as of the dates and for the periods indicated:

 

			Three Months Ended September 30,												Nine Months Ended September 30,
(dollars in thousands)			2020						2019						2020						2019
Allowance for Credit Losses:
Balance at beginning of period			$	67,339					$	48,267					$	47,971					$	47,916
Adoption of ASU 2016-13			—						—						3,566						—
Adjusted balance at beginning of period			67,339						48,267						51,537						47,916
Provision for credit losses on loans [1]			14,465						1,532						34,434						4,219
Charge-offs:
Commercial, financial and agricultural			810						797						2,350						2,099
Real estate:
Residential mortgage			11						—						63						—
Home equity			—						5						—						5
Commercial mortgage			75						—						75						—
Consumer			1,492						1,832						6,335						5,542
Total charge-offs			2,388						2,634						8,823						7,646
Recoveries:
Commercial, financial and agricultural			321						362						968						910
Real estate:
Construction			—						6						131						604
Residential mortgage			13						104						214						498
Home equity			—						24						31						42
Commercial mortgage			12						—						15						25
Consumer			780						506						2,035						1,599
Total recoveries			1,126						1,002						3,394						3,678
Net charge-offs			1,262						1,632						5,429						3,968
Balance at end of period			$	80,542					$	48,167					$	80,542					$	48,167
ACL as a percentage of total loans			1.60		%				1.10		%				1.60		%				1.10		%
ACL as a percentage of total loans, excluding PPP loans			1.79		%				1.10		%				1.79		%				1.10		%
ACL as a percentage of nonaccrual loans			616.75		%				5387.81		%				616.75		%				5387.81		%
Annualized ratio of net charge-offs to average loans			0.10		%				0.15		%				0.15		%				0.13		%
[1] The Company recorded a reserve on accrued interest receivable for loans on active payment forbearance or deferral, which were granted to borrowers impacted by the COVID-19 pandemic. This reserve was recorded as a contra-asset against accrued interest receivable with the offset to provision for credit losses. The provision for credit losses presented in this table excludes the provision for credit losses on accrued interest receivable of $0.2 million.

 

Our ACL at September 30, 2020 totaled $80.5 million compared to $48.0 million at December 31, 2019.

On January 1, 2020, the Company adopted ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” using the modified retrospective method for all financial assets measured at amortized cost and off-balance sheet credit exposures. The Company recorded increases of $3.6 million to the ACL for loans and $0.7 million to the reserve for off-balance sheet credit exposures, included in other liabilities, offset by a net decrease to retained earnings (or a net increase to accumulated deficit) of $3.2 million and a $1.1 million increase to other assets for the related impact to net deferred tax assets as of January 1, 2020 for the cumulative effect of adopting ASU 2016-13.

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During the three months ended September 30, 2020, we recorded a provision for credit losses on loans of $14.5 million and net charge-offs of $1.3 million. During the nine months ended September 30, 2020, we recorded a provision for credit losses on loans of $34.4 million and net charge-offs of $5.4 million. The provisions reflect the incorporation of estimated life-of-loan losses under ASC 326 and the economic forecast under the current COVID-19 pandemic.

Our ACL as a percentage of total loans increased from 1.08% at December 31, 2019 to 1.60% at September 30, 2020. Excluding the PPP loan portfolio, which is guaranteed by the SBA, our ACL as a percentage of total loans was 1.79% at September 30, 2020. The increase in our ACL as a percentage of total loans reflects the adoption of ASU 2016-13. Our ACL as a percentage of nonaccrual loans decreased from 3084.95% at December 31, 2019 to 616.75% at September 30, 2020.

 

In accordance with GAAP, loans held for sale and other real estate assets are not included in our assessment of the ACL.

Federal Home Loan Bank Stock

 

The bank is a member of the Federal Home Loan Bank of Des Moines (the "FHLB"). FHLB stock of $17.5 million at September 30, 2020 increased by $2.5 million, or 16.6%, from the FHLB stock balance at December 31, 2019.  FHLB stock has an activity-based stock requirement, thus as borrowings increase, so will our holdings of FHLB stock. There is a minimum requirement of $7.2 million in FHLB stock even if we have no borrowings outstanding.

Deposits

 

The following table sets forth the composition of our deposits by category for the periods indicated:

(dollars in thousands)			September 30, 2020						December 31, 2019						$ Change						% Change
Noninterest-bearing demand deposits			$	1,762,476					$	1,450,532					$	311,944					21.5		%
Interest-bearing demand deposits			1,114,123						1,043,010						71,113						6.8
Savings and money market deposits			1,881,104						1,600,028						281,076						17.6
Time deposits less than $100,000			157,051						165,755						(8,704)						(5.3)
Core deposits			4,914,754						4,259,325						655,429						15.4
Government time deposits			500,762						533,088						(32,326)						(6.1)
Other time deposits $100,000 to $250,000			95,918						107,550						(11,632)						(10.8)
Other time deposits greater than $250,000			167,495						220,060						(52,565)						(23.9)
Total time deposits $100,000 and greater			764,175						860,698						(96,523)						(11.2)
Total deposits			$	5,678,929					$	5,120,023					$	558,906					10.9

Total deposits of $5.68 billion at September 30, 2020 increased by $558.9 million from total deposits of $5.12 billion at December 31, 2019. Net increases in noninterest-bearing demand deposits of $311.9 million, savings and money market deposits of $281.1 million and interest-bearing demand deposits of $71.1 million, were partially offset by net decreases in other time deposits greater than $250,000 of $52.6 million, government time deposits of $32.3 million, other time deposits $100,000 to $250,000 of $11.6 million and time deposits less than $100,000 of $8.7 million.

 

Core deposits, which we define as demand deposits, savings and money market deposits, and time deposits less than $100,000, totaled $4.91 billion at September 30, 2020 and increased by $655.4 million, or 15.4%, from December 31, 2019. The deposit of PPP funds into both new and existing deposit accounts largely contributed to the increase in core deposits. In addition, off-balance sheet investment funds from several large clients were brought back into deposit accounts. The addition of PPP funds may be temporary as the PPP monies are spent by the businesses in accordance with the program. Going forward the Company is focused on expanding banking relationships with the new businesses we assisted with PPP. Core deposits as a percentage of total deposits was 86.5% at September 30, 2020, compared to 83.2% at December 31, 2019.

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Capital Resources

 

In order to ensure adequate levels of capital, we conduct an ongoing assessment of projected sources and uses of capital in conjunction with an analysis of the size and quality of our assets, the anticipated performance of our business (including the

effects of the COVID-19 pandemic) and the level of risk and regulatory capital requirements. As part of this ongoing assessment, the Board of Directors reviews our capital position on an ongoing basis to ensure it is adequate, including, but not limited to, need for raising additional capital or returning capital to our shareholders, including the ability to declare cash dividends or repurchase our securities.

 

Common and Preferred Equity

 

Shareholders' equity totaled $543.9 million at September 30, 2020, compared to $528.5 million at December 31, 2019. The change in total shareholders' equity was attributable to net income of $25.1 million and other comprehensive income of $15.1 million, partially offset by the repurchase of 206,802 shares of common stock under our repurchase program, at a cost of $4.7 million and cash dividends declared of $19.5 million in the nine months ended September 30, 2020. In the nine months ended September 30, 2020, we repurchased approximately 0.7% of our common stock outstanding as of December 31, 2019.

Our total shareholders' equity to total assets ratio was 8.18% at September 30, 2020, compared to 8.79% at December 31, 2019. The decline in our total shareholders' equity to total assets ratio was primarily due to the significant increase in the total assets denominator attributable to $528.6 million in PPP loans, net of deferred fees and costs. Our book value per share was $19.30 and $18.68 at September 30, 2020 and December 31, 2019, respectively.

 

Holding Company Capital Resources

 

CPF is required to act as a source of strength to the bank under the Dodd-Frank Act. CPF is obligated to pay its expenses and payments on its junior subordinated debentures which fund payments on the outstanding trust preferred securities.

 

CPF relies on the bank to pay dividends to fund its obligations. As of September 30, 2020, on a stand-alone basis, CPF had an available cash balance of approximately $10.0 million in order to meet its ongoing obligations.

As a Hawaii state-chartered bank, the bank may only pay dividends to the extent it has retained earnings as defined under Hawaii banking law ("Statutory Retained Earnings"), which differs from GAAP retained earnings. As of September 30, 2020, the bank had Statutory Retained Earnings of $68.6 million. On October 27, 2020, the Company's Board of Directors declared a cash dividend of $0.23 per share on the Company's outstanding common stock, which remained unchanged from the $0.23 per share a year-ago.

 

Dividends are payable at the discretion of the Board of Directors and there can be no assurance that the Board of Directors will continue to pay dividends at the same rate, or at all, in the future. Our ability to pay cash dividends to our shareholders is subject to restrictions under federal and Hawaii law, including restrictions imposed by the FRB and covenants set forth in various agreements we are a party to, including covenants set forth in our subordinated debentures.

 

In the year ended December 31, 2019, the Company repurchased 797,003 shares of common stock, at a cost of $22.8 million, under the Company's repurchase plan.

In January 2020, the Company’s Board of Directors authorized the repurchase of up to $30 million of its common stock from time to time in the open market or in privately negotiated transactions, pursuant to a newly authorized share repurchase program (the "Repurchase Plan"). The Repurchase Plan replaces and supersedes in its entirety the share repurchase program previously approved by the Company's Board of Directors, which had $19.8 million in remaining repurchase authority. The Company's Repurchase Plan is subject to a one year expiration. In March 2020, the Company temporarily suspended the Repurchase Plan due to uncertainty during the current COVID-19 pandemic.

In the nine months ended September 30, 2020, a total of 206,802 shares of common stock, at a cost of $4.7 million, were repurchased under the Company's stock repurchase plans. As of September 30, 2020, $26.6 million remained available for repurchase under the Company's Repurchase Plan. We cannot provide any assurance when or to what extent we will resume repurchases under our Repurchase Plan.

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Trust Preferred Securities

In December 2018 and January 2019 we completed the redemption of an aggregate of $40 million in trust preferred securities issued by two trust preferred subsidiaries we previously had organized.

As of September 30, 2020, we have two remaining statutory trusts, CPB Capital Trust IV ("Trust IV") and CPB Statutory Trust V ("Trust V"), which issued a total of $50.0 million in floating rate trust preferred securities. The trust preferred securities, the underlying floating rate junior subordinated debentures that are the assets of Trusts IV and V, and the common securities issued by Trusts IV and V are redeemable in whole or in part on any interest payment date on or after December 15, 2009 for Trust IV and V, or at any time in whole but not in part within 90 days following the occurrence of certain events. Our obligations with respect to the issuance of the trust preferred securities constitute a full and unconditional guarantee by the Company of each trust's obligations with respect to its trust preferred securities. Subject to certain exceptions and limitations, we may elect from time to time to defer subordinated debenture interest payments, which would result in a deferral of dividend payments on the related trust preferred securities, for up to 20 consecutive quarterly periods without default or penalty.

Regulatory Capital Ratios

 

General capital adequacy regulations adopted by the FRB and FDIC require an institution to maintain minimum leverage capital, Tier 1 risk-based capital, total risk-based capital, and common equity Tier 1 ("CET1") capital ratios. In addition to these uniform risk-based capital guidelines and leverage ratios that apply across the industry, the regulators have the discretion to set individual minimum capital requirements for specific institutions at rates significantly above the minimum guidelines and ratios. For a further discussion of the effect of forthcoming changes in required regulatory capital ratios, see the discussion in the "Business — Supervision and Regulation" sections of our 2019 Form 10-K.

In March 2020, the FDIC, FRB and OCC, collectively, issued three interim final rules that impact the reporting of regulatory capital in the Call Report. The revisions include:

1.Revising the definition of eligible retained income in the capital rule;

2.Permitting banking organizations to neutralize the effects of purchasing assets through the Money Market Mutual Fund Liquidity Facility ("MMLF") on their risk-based and leverage capital ratios;

3.Providing banking organizations that implement the Accounting Standards Update No. 2016-13, Financial Instruments – Credit Losses, Topic 326, Measurement of Credit Losses on Financial Instruments, before the end of 2020 the option to delay for two years an estimate of the CECL methodology’s effect on regulatory capital, relative to the incurred loss methodology’s effect on capital, followed by a three-year transition period;

4.Allowing banking organizations to implement the final rule titled Standardized Approach for Calculating the Exposure Amount of Derivative Contracts (the "SA-CCR rule") for the first quarter of 2020, on a best efforts basis.

As of September 30, 2020, the Company has elected to exercise the option to delay for two years an estimate of the CECL methodology on regulatory capital.

 

The Company's and the bank's leverage capital, tier 1 risk-based capital, total risk-based capital, and CET1 risk-based capital ratios as of September 30, 2020 were above the levels required for a "well capitalized" regulatory designation.

On October 20, 2020, the Company completed its private placement with registration rights of $55.0 million in ten-year fixed-to-floating rate subordinated notes due 2030 (the “Notes”). The Notes bear a fixed interest rate of 4.75% for the first five years and will reset quarterly thereafter for the remaining five years to the then current three-month Secured Overnight Financing Rate, as published by the Federal Reserve Bank of New York, plus 456 basis points. The Company is entitled to redeem the Notes, in whole or in part, on any interest payment date on or after November 1, 2025, or at any time, in whole but not in part, upon certain other specified events prior to the Notes’ maturity on November 1, 2030.

The Notes have been structured to qualify initially as Tier 2 capital for the Company for regulatory capital purposes. The Company intends to use the net proceeds from the offering for general corporate purposes and capital flexibility.

 

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The following table sets forth the Company's and the bank's capital ratios, as well as the minimum capital adequacy requirements applicable to all financial institutions as of the dates indicated.

 

						Actual												Minimum Required for Capital Adequacy Purposes												Minimum Required to be Well Capitalized
(dollars in thousands)						Amount						Ratio						Amount						Ratio						Amount						Ratio
Company
At September 30, 2020:
Leverage capital						$	573,636					8.8		%				$	261,718					4.0		%										N/A
Tier 1 risk-based capital						573,636						12.8						269,814						6.0												N/A
Total risk-based capital						623,157						13.9						359,752						8.0												N/A
CET1 risk-based capital						523,636						11.6						202,360						4.5												N/A
At December 31, 2019:
Leverage capital						$	568,529					9.5		%				$	238,630					4.0		%										N/A
Tier 1 risk-based capital						568,529						12.6						271,788						6.0												N/A
Total risk-based capital						617,772						13.6						362,384						8.0												N/A
CET1 risk-based capital						518,529						11.5						203,841						4.5												N/A
Central Pacific Bank
At September 30, 2020:
Leverage capital						$	559,750					8.6		%				$	261,540					4.0		%				$	326,925					5.0		%
Tier 1 risk-based capital						559,750						12.5						269,555						6.0						359,407						8.0
Total risk-based capital						609,203						13.6						359,407						8.0						449,259						10.0
CET1 risk-based capital						559,750						12.5						202,166						4.5						292,018						6.5
At December 31, 2019:
Leverage capital						$	556,077					9.3		%				$	238,342					4.0		%				$	297,928					5.0		%
Tier 1 risk-based capital						556,077						12.3						271,350						6.0						361,800						8.0
Total risk-based capital						605,320						13.4						361,800						8.0						452,250						10.0
CET1 risk-based capital						556,077						12.3						203,512						4.5						293,962						6.5

Asset/Liability Management and Interest Rate Risk

 

Our earnings and capital are sensitive to risk of interest rate fluctuations. Interest rate risk arises when rate-sensitive assets and rate-sensitive liabilities mature or reprice during different periods or in differing amounts. In the normal course of business, we are subjected to interest rate risk through the activities of making loans and taking deposits, as well as from our investment securities portfolio and other interest-bearing funding sources. Asset/liability management attempts to coordinate our rate-sensitive assets and rate-sensitive liabilities to meet our financial objectives.

Our Asset/Liability Management Policy seeks to maximize the risk-adjusted return to shareholders while maintaining consistently acceptable levels of liquidity, interest rate risk and capitalization. Our Asset/Liability Management Committee, or ALCO, monitors interest rate risk through the use of interest rate sensitivity gap, net interest income and market value of portfolio equity simulation and rate shock analyses. This process is designed to measure the impact of future changes in interest rates on net interest income and market value of portfolio equity. Adverse interest rate risk exposures are managed through the shortening or lengthening of the duration of assets and liabilities.

 

ALCO utilizes a detailed and dynamic simulation model to measure and manage interest rate risk exposures. The simulation process is designed to measure the impact of future changes in interest rates on net interest income and market value of portfolio equity and to allow ALCO to model alternative balance sheet strategies.

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The following reflects our net interest income sensitivity analysis as of September 30, 2020. Net interest income is estimated assuming no balance sheet growth under a flat interest rate scenario. The net interest income sensitivity is measured as the change in net interest income in alternate interest rate scenarios as a percentage of the flat rate scenario. The alternate rate scenarios typically assume rates move up or down 100 bps in an instantaneous, parallel fashion. However, due to historically low rates stemming from the COVID-19 pandemic, market rate changes in the down 100 bp scenario were limited.

 

Rate Change						Estimated Net Interest Income Sensitivity
+100 bp						3.79		%
-100 bp						(2.92)		%

Liquidity and Borrowing Arrangements

 

Our objective in managing liquidity is to maintain a balance between sources and uses of funds in order to economically meet the cash requirements of customers for loans and deposit withdrawals and participate in lending and investment opportunities as they arise. We monitor our liquidity position in relation to changes in loan and deposit balances on a daily basis to ensure maximum utilization, maintenance of an adequate level of readily marketable assets and access to short-term funding sources.

 

Core deposits have historically provided us with a sizable source of relatively stable and low cost funds, but are subject to competitive pressure in our market. In addition to core deposit funding, we also have access to a variety of other short-term and long-term funding sources, which include proceeds from maturities of our investment securities, as well as secondary funding sources such as the FHLB, secured repurchase agreements and the Federal Reserve discount window, available to meet our liquidity needs. While we historically have had access to these other funding sources, access to these sources may not be guaranteed and can be restricted in the future as a result of market conditions or the Company's and bank's financial position.

 

The bank maintained a $1.79 billion line of credit with the FHLB as of September 30, 2020, compared to $1.84 billion at December 31, 2019. There were $206.0 million in short-term borrowings under this arrangement at September 30, 2020, compared to $150.0 million at December 31, 2019. Letters of credit under this arrangement that are used to collateralize certain government deposits totaled $267.0 million at September 30, 2020, compared to $78.9 million at December 31, 2019. Long-term borrowings under this arrangement totaled $50.0 million at September 30, 2020 and December 31, 2019. FHLB advances and standby letters of credit available at September 30, 2020 were secured by certain real estate loans with a carrying value of $2.71 billion in accordance with the collateral provisions of the Advances, Security and Deposit Agreement with the FHLB. At September 30, 2020, $1.26 billion was undrawn under this arrangement, compared to $1.57 billion at December 31, 2019.

 

At September 30, 2020 and December 31, 2019, our bank had additional unused borrowings available at the Federal Reserve discount window of $59.2 million and $65.3 million, respectively. As of September 30, 2020 and December 31, 2019, certain commercial and commercial real estate loans with a carrying value totaling $125.0 million and $126.1 million, respectively, were pledged as collateral on our line of credit with the Federal Reserve discount window. The Federal Reserve does not have the right to sell or repledge these loans.

To bolster the effectiveness of the PPP, the Federal Reserve is supplying liquidity to participating financial institutions through term financing backed by PPP loans to small businesses. The PPP provides loans to small businesses so that they can keep their workers on the payroll. The Paycheck Protection Program Liquidity Facility ("PPPLF") will extend credit to eligible financial institutions that originate PPP loans, taking the loans as collateral at face value. At September 30, 2020, there were no funds drawn from the Federal Reserve Bank under the PPPLF and no PPP loans pledged to the Federal Reserve Bank.

 

Our ability to maintain adequate levels of liquidity is dependent on our ability to continue to maintain our strong risk profile and capital base. Our liquidity may also be negatively impacted by weakness in the financial markets and industry-wide reductions in liquidity.

 

Contractual Obligations

 

Information regarding our contractual obligations is provided in "Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the year ended December 31, 2019. There have been no material changes in our contractual obligations since December 31, 2019.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

Market risk is the risk of loss in a financial instrument arising from adverse changes in market rates/prices such as interest rates, foreign currency rates, commodity prices and equity prices. Our primary market risk exposure is interest rate risk that occurs when rate-sensitive assets and rate-sensitive liabilities mature or reprice during different periods or in differing amounts. Asset/liability management attempts to coordinate our rate-sensitive assets and rate-sensitive liabilities to meet our financial objectives. The Asset/Liability Committee ("ALCO") monitors interest rate risk through the use of interest rate sensitivity gap, net interest income and market value of portfolio equity simulation, and rate shock analyses. Adverse interest rate risk exposures are managed through the shortening or lengthening of the duration of assets and liabilities.

The primary analytical tool we use to measure and manage our interest rate risk is a simulation model that projects changes in net interest income ("NII") as market interest rates change. Our ALCO policy requires that simulated changes in NII should be within certain specified ranges, or steps must be taken to reduce interest rate risk. The results of the model indicate that the mix of rate-sensitive assets and liabilities at September 30, 2020 would not result in a fluctuation of NII that would exceed the established policy limits.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report and pursuant to Rule 13a-15 of the Securities Exchange Act of 1934, as amended, (the "Exchange Act"), the Company's management, including the principal executive officer and principal financial officer, conducted an evaluation of the effectiveness and design of the Company's disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Based upon that evaluation, the Company's principal executive officer and principal financial officer concluded, as of the end of the period covered by this report, that the Company's disclosure controls and procedures were effective.

 

Changes in Internal Control Over Financial Reporting

On January 1, 2020, the Company adopted ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” which replaces the incurred loss methodology (Allowance for Loan and Leases Losses or "ALLL") with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. The Company designed new controls and modified existing controls as part of its adoption. These additional controls over financial reporting included controls over model creation and design, model governance, assumptions, and expanded controls over loan level data. There were no other changes in the Company’s internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II.   OTHER INFORMATION

 

Item 1. Legal Proceedings

Certain claims and lawsuits have been filed or are pending against us arising in the ordinary course of business. In the opinion of management, all such matters are of a nature that, if disposed of unfavorably, would not have a material adverse effect on our consolidated results of operations or financial position.

Item 1A. Risk Factors

 

There have been no material changes from the Risk Factors as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the SEC on February 25, 2020, except as described below.

The COVID-19 pandemic has significantly impacted the State of Hawaii and our business. The ultimate impact on our business and financial results will depend on future developments, which are highly uncertain and cannot be predicted, including the scope and duration of the pandemic and actions taken by governmental authorities in response to the pandemic.

The COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains, lowered equity market valuations, created significant volatility and disruption in financial markets, and increased unemployment levels. In addition, the pandemic has resulted in temporary closures of many businesses and the institution of social distancing and sheltering in place requirements in many states and communities. Our operations, like those of other financial institutions that operate in our market, are significantly influenced by economic conditions in Hawaii, including the strength of the real estate market and the tourism industry. The COVID-19 pandemic has resulted in an extreme decline in tourism to the state of Hawaii. As a result, the demand for our products and services has been, and may continue to be, impacted which can negatively impact our results of operations, including our net income. In addition, material adverse effects on our business may include all or a combination of valuation impairments on our investments, loans, mortgage servicing rights, deferred tax assets or counter-party risk derivatives.

Furthermore, the pandemic could influence the recognition of credit losses in our loan portfolios and increase our allowance for credit losses, particularly as businesses remain closed and as more customers are expected to draw on their lines of credit or seek additional loans to help finance their businesses. Similarly, because of changing economic and market conditions affecting issuers, we may be required to recognize an allowance for credit losses in future periods on the securities we hold as well as reductions in other comprehensive income. We have already temporarily closed certain of our branches and offices in response to the pandemic and our business operations may be further disrupted if significant portions of our workforce are unable to work effectively, including because of illness, quarantines, government actions, or other restrictions. In response to the pandemic, we are offering fee waivers, payment deferrals, and other expanded assistance for mortgage, business and personal lending customers, all of which impact our results of operations.

Loan payment deferrals are significant and we are still continuing to accrue interest and fees during the deferral period. Should we later determine that collection of payments is not expected and eventual credit losses on these deferred payments emerge, accrued and unpaid interest and fees will need to be reversed. In such a scenario, interest income in future periods could be negatively impacted.

We and our customers have been, and will continue to be adversely affected by the COVID-19 pandemic. The extent to which the COVID-19 pandemic continues to negatively impact our business, results of operations, and financial condition, as well as our regulatory capital and liquidity ratios, will depend on future developments, which are highly uncertain and cannot be predicted, including the scope and duration of the pandemic and actions taken by governmental authorities and other third parties in response to the pandemic and the fulfillment of government guarantees under the government's Paycheck Protection Program.

 

Item 2.         Unregistered Sales of Equity Securities and Use of Proceeds.

 

Issuer Purchases of Equity Securities

 

In January 2020, the Company’s Board of Directors authorized the repurchase of up to $30 million of its common stock from time to time in the open market or in privately negotiated transactions, pursuant to a newly authorized share repurchase program (the "Repurchase Plan"). The Repurchase Plan replaces and supersedes in its entirety the share repurchase program previously

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approved by the Company's Board of Directors, which had $19.8 million in remaining repurchase authority. The current Repurchase Plan is subject to a one year expiration.

In March 2020, the Company temporarily suspended the Repurchase Plan due to uncertainty during the current COVID-19 pandemic. As a result, the Company did not repurchase any shares of common stock under the Company's Repurchase Plan during the three months ended September 30, 2020. As of September 30, 2020, a total of $26.6 million remained available for repurchase under the Company's Repurchase Plan. We cannot provide any assurance as to when or if we will recommence our Repurchase Plan.

 

						Issuer Purchases of Equity Securities
Period						Total Number of Shares Purchased						Average Price Paid per Share						Total Shares Purchased as Part of Publicly Announced Programs						Maximum Dollar Value of Shares That May Yet Be Purchased Under the Program
July 1-31, 2020						—						$	—					—						$	26,600,028
August 1-31, 2020						—						—						—						26,600,028
September 1-30, 2020						—						—						—						26,600,028
Total						—						$	—					—						26,600,028

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Item 6. Exhibits

 

Exhibit No.						Document
31.1						Rule 13a-14(a) Certification of Chief Executive Officer in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 *
31.2						Rule 13a-14(a) Certification of Chief Financial Officer in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 *
32.1						Section 1350 Certification of Chief Executive Officer in accordance with Section 906 of the Sarbanes-Oxley Act of 2002 **
32.2						Section 1350 Certification of Chief Financial Officer in accordance with Section 906 of the Sarbanes-Oxley Act of 2002 **
101.INS						XBRL Instance Document*
101.SCH						XBRL Taxonomy Extension Schema Document*
101.CAL						XBRL Taxonomy Extension Calculation Linkbase Document*
101.LAB						XBRL Taxonomy Extension Label Linkbase Document*
101.PRE						XBRL Taxonomy Extension Presentation Linkbase Document*
101.DEF						XBRL Taxonomy Extension Definition Linkbase Document*
104						Cover Page Interactive Data File (formatted as Inline XBRL and included within the Exhibit 101 attachments)
*						Filed herewith.
**						Furnished herewith.

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

						CENTRAL PACIFIC FINANCIAL CORP.
						(Registrant)
Date:			October 28, 2020			/s/ Paul K. Yonamine
						Paul K. Yonamine
						Chairman and Chief Executive Officer
Date:			October 28, 2020			/s/ David S. Morimoto
						David S. Morimoto
						Executive Vice President and Chief Financial Officer

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