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Eastern Bankshares, Inc. - Quarter Report: 2022 September (Form 10-Q)



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, 2022
Or
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 001-39610
___________________________
Eastern Bankshares, Inc.
(Exact name of the registrant as specified in its charter)
___________________________
Massachusetts84-4199750
(State or Other Jurisdiction of Incorporation or Organization)(I.R.S. Employer Identification Number)
265 Franklin Street, Boston, Massachusetts
02110
(Address of principal executive offices)(Zip Code)
(800) 327-8376
(Registrant’s telephone number, including area code)
__________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of exchange on which registered
Common StockEBCNasdaq Global Select Market
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months 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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    ☒  Yes    ☐  No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
(Do not check if a smaller reporting company)Emerging Growth Company☐
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐  Yes    ☐  No
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  ☐  Yes    ☒  No
176,678,504 shares of the Registrant’s common stock, par value $0.01 per share, were outstanding as of November 2, 2022.

Table of Contents

Index
PAGE
Item 2.
Item 3.
Item 4.
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
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PART I — FINANCIAL INFORMATION
Item 1. Unaudited Consolidated Financial Statements
EASTERN BANKSHARES, INC.
UNAUDITED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)September 30, 2022December 31, 2021
ASSETS
Cash and due from banks$102,776 $144,634 
Short-term investments55,661 1,087,158 
Cash and cash equivalents158,437 1,231,792 
Securities:
Available for sale (amortized cost $8,029,283 and $8,587,179, respectively)
6,844,615 8,511,224 
Held to maturity (fair value $431,477 and $0, respectively)
481,963 — 
Total securities7,326,578 8,511,224 
Loans held for sale951 1,206 
Loans:
Commercial and industrial3,023,729 2,960,527 
Commercial real estate4,985,654 4,522,513 
Commercial construction314,193 222,328 
Business banking1,096,436 1,334,694 
Residential real estate2,118,852 1,926,810 
Consumer home equity1,168,476 1,100,153 
Other consumer196,614 214,485 
Total loans12,903,954 12,281,510 
Allowance for loan losses(131,663)(97,787)
Unamortized premiums, net of unearned discounts and deferred fees(19,349)(26,442)
Net loans12,752,942 12,157,281 
Federal Home Loan Bank stock, at cost18,714 10,904 
Premises and equipment63,261 80,984 
Bank-owned life insurance159,838 157,091 
Goodwill and other intangibles, net662,222 649,703 
Deferred income taxes, net342,550 76,535 
Prepaid expenses180,742 179,330 
Other assets376,698 456,078 
Total assets$22,042,933 $23,512,128 
LIABILITIES AND EQUITY
Deposits:
Demand$6,582,122 $7,020,864 
Interest checking accounts5,047,018 4,478,566 
Savings accounts1,990,188 2,077,495 
Money market investment4,757,477 5,525,005 
Certificates of deposit356,576 526,381 
Total deposits18,733,381 19,628,311 
Borrowed funds:
Federal Home Loan Bank advances384,215 14,020 
Escrow deposits of borrowers21,853 20,258 
Interest rate swap collateral funds16,650 — 
Total borrowed funds422,718 34,278 
Other liabilities470,671 443,187 
Total liabilities19,626,770 20,105,776 
Commitments and contingencies (see footnote 12)
Shareholders’ equity
Common shares, $0.01 par value, 1,000,000,000 shares authorized, 177,772,553 and 186,305,332 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively
1,778 1,863 
Additional paid in capital1,676,396 1,835,241 
Unallocated common shares held by the Employee Stock Ownership Plan(138,950)(142,709)
Retained earnings1,855,757 1,768,653 
Accumulated other comprehensive income, net of tax(978,818)(56,696)
Total shareholders’ equity2,416,163 3,406,352 
Total liabilities and shareholders’ equity$22,042,933 $23,512,128 
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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EASTERN BANKSHARES, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
(In thousands, except per share data)
Interest and dividend income:
Interest and fees on loans$124,992 $86,735 $333,595 $266,310 
Taxable interest and dividends on securities29,280 14,314 88,277 36,977 
Non-taxable interest and dividends on securities1,917 1,848 5,585 5,561 
Interest on federal funds sold and other short-term investments1,638 571 2,726 1,434 
Total interest and dividend income157,827 103,468 430,183 310,282 
Interest expense:
Interest on deposits4,781 736 11,164 2,769 
Interest on borrowings867 41 959 123 
Total interest expense5,648 777 12,123 2,892 
Net interest income152,179 102,691 418,060 307,390 
Provision for (release of) allowance for loan losses6,480 (1,488)7,045 (5,368)
Net interest income after provision for loan losses145,699 104,179 411,015 312,758 
Noninterest income:
Insurance commissions23,788 21,956 77,183 73,767 
Service charges on deposit accounts6,708 5,935 23,558 17,010 
Trust and investment advisory fees5,832 6,310 17,967 18,047 
Debit card processing fees3,249 3,030 9,417 8,949 
Interest rate swap income1,562 881 6,087 5,122 
(Losses) income from investments held in rabbi trusts(2,248)(289)(13,997)5,773 
Gains on sales of mortgage loans held for sale, net22 717 240 3,044 
(Losses) gains on sales of securities available for sale, net(198)1 (2,474)1,166 
Other4,638 4,668 13,664 11,276 
Total noninterest income43,353 43,209 131,645 144,154 
Noninterest expense:
Salaries and employee benefits78,060 66,238 220,582 199,554 
Office occupancy and equipment9,703 7,960 31,205 24,271 
Data processing13,294 12,191 42,959 37,892 
Professional services5,826 4,024 14,561 14,611 
Marketing expenses2,219 1,598 6,444 6,786 
Loan expenses1,152 1,586 3,444 5,287 
FDIC insurance1,578 1,056 4,710 2,989 
Amortization of intangible assets1,033 629 2,767 1,786 
Other3,975 3,688 10,173 7,178 
Total noninterest expense116,840 98,970 336,845 300,354 
Income before income tax expense72,212 48,418 205,815 156,558 
Income tax expense17,435 11,312 48,350 36,980 
Net income$54,777 $37,106 $157,465 $119,578 
Basic earnings per share$0.33 $0.22 $0.94 $0.69 
Diluted earnings per share$0.33 $0.22 $0.94 $0.69 
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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EASTERN BANKSHARES, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
(In thousands)
Net income$54,777 $37,106 $157,465 $119,578 
Other comprehensive (loss) income, net of tax:
Net change in fair value of securities available for sale(261,469)(21,610)(860,269)(71,086)
Net change in fair value of cash flow hedges(56,062)(5,644)(61,482)(17,501)
Net change in other comprehensive income for defined benefit postretirement plans
(124)426 (371)1,278 
Total other comprehensive (loss) income(317,655)(26,828)(922,122)(87,309)
Total comprehensive (loss) income$(262,878)$10,278 $(764,657)$32,269 
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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EASTERN BANKSHARES, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
Three Months Ended September 30, 2022 and 2021

Shares of Common Stock OutstandingCommon StockAdditional Paid in CapitalRetained
Earnings		Accumulated
Other
Comprehensive
Income (Loss)		Unallocated Common Stock Held by ESOPTotal
(In thousands, except share data)
Balance at June 30, 2021186,758,154 $1,868 $1,856,241 $1,723,979 $(6,247)$(145,219)$3,430,622 
Dividends to common shareholders— — — (13,785)— — (13,785)
Net income— — — 37,106 — — 37,106 
Other comprehensive income, net of tax— — — — (26,828)— (26,828)
ESOP shares committed to be released— — 924 — — 1,253 2,177 
Balance at September 30, 2021186,758,154 $1,868 $1,857,165 $1,747,300 $(33,075)$(143,966)$3,429,292 
Balance at June 30, 2022179,253,801 $1,793 $1,700,495 $1,817,474 $(661,163)$(140,203)$2,718,396 
Dividends to common shareholders— — — (16,494)— — (16,494)
Repurchased common stock(1,481,248)(15)(28,935)— — — (28,950)
Share-based compensation— — 3,561 — — — 3,561 
Net income— — — 54,777 — — 54,777 
Other comprehensive income, net of tax— — — — (317,655)— (317,655)
ESOP shares committed to be released— — 1,275 — — 1,253 2,528 
Balance at September 30, 2022177,772,553 $1,778 $1,676,396 $1,855,757 $(978,818)$(138,950)$2,416,163 
The accompanying notes are an integral part of these unaudited consolidated financial statements.
7

EASTERN BANKSHARES, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
Nine Months Ended September 30, 2022 and 2021

Shares of Common Stock OutstandingCommon StockAdditional Paid in CapitalRetained
Earnings		Accumulated
Other
Comprehensive
Income (Loss)		Unallocated Common Stock Held by ESOPTotal
(In thousands, except share data)
Balance at December 31, 2020186,758,154 $1,868 $1,854,068 $1,665,607 $54,234 $(147,725)$3,428,052 
Dividends to common shareholders— — — (37,885)— — (37,885)
Net income— — — 119,578 — — 119,578 
Other comprehensive income, net of tax— — — — (87,309)— (87,309)
ESOP shares committed to be released— — 3,097 — — 3,759 6,856 
Balance at September 30, 2021186,758,154 $1,868 $1,857,165 $1,747,300 $(33,075)$(143,966)$3,429,292 
Balance at December 31, 2021186,305,332 $1,863 $1,835,241 $1,768,653 $(56,696)$(142,709)$3,406,352 
Cumulative effect of accounting adjustment (1)— — — (20,098)— — (20,098)
Dividends to common shareholders— — — (50,263)— — (50,263)
Repurchased common stock(8,564,338)(86)(170,685)— — — (170,771)
Issuance of restricted stock awards31,559 1 (1)— — — — 
Share-based compensation— — 8,092 — — — 8,092 
Net income— — — 157,465 — — 157,465 
Other comprehensive loss, net of tax— — — — (922,122)— (922,122)
ESOP shares committed to be released— — 3,749 — — 3,759 7,508 
Balance at September 30, 2022177,772,553 $1,778 $1,676,396 $1,855,757 $(978,818)$(138,950)$2,416,163 
(1)Represents gross transition adjustment amount of $28.0 million, net of taxes of $7.9 million, to reflect the cumulative impact on retained earnings pursuant to the Company’s adoption of Accounting Standards Update 2016-13. Refer to Note 4, “Loans and Allowance for Credit Losses” within the Notes to the Unaudited Consolidated Financial Statements included in Part I, Item 1 in this Quarterly Report on Form 10-Q for additional discussion.
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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EASTERN BANKSHARES, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended September 30,
(In thousands)20222021
Operating activities
Net income$157,465 $119,578 
Adjustments to reconcile net income to net cash provided by operating activities
Provision for (release of) allowance for loan losses7,045 (5,368)
Depreciation and amortization11,021 9,932 
Accretion of deferred loan fees and premiums, net(3,499)(19,126)
Deferred income tax expense12,929 5,606 
Amortization of investment security premiums and discounts15,251 11,084 
Right-of-use asset amortization9,822 9,172 
Share-based compensation8,092 — 
Increase in cash surrender value of bank-owned life insurance(2,747)(1,598)
Loss (gain) on sale of securities available for sale, net2,474 (1,166)
Net (gain) loss on sale of premises and equipment(1,423)259 
Amortization of gains from terminated interest rate swaps(9,653)(24,344)
Employee Stock Ownership Plan expense7,508 6,856 
Other1,266 (1,014)
Change in:
Loans held for sale245 (610)
Prepaid pension expense(8,599)2,515 
Other assets70,088 34,227 
Other liabilities(50,781)(18,904)
Net cash provided by operating activities226,504 127,099 
Investing activities
Proceeds from sales of securities available for sale400,543 23,237 
Proceeds from maturities and principal paydowns of securities available for sale880,145 573,135 
Purchases of securities available for sale(740,770)(3,202,995)
Proceeds from maturities and principal paydowns of securities held to maturity11,968 — 
Purchases of securities held to maturity(493,678)— 
Proceeds from sale of Federal Home Loan Bank stock16,214 — 
Purchases of Federal Home Loan Bank stock(24,024)(1,796)
Contributions to low income housing tax credit investments(14,967)(10,168)
Contributions to other equity investments(450)(2,294)
Distributions from other equity investments762 258 
Net (increase) decrease in outstanding loans, excluding loan purchases(546,296)240,354 
Purchases of loans(79,880)— 
Proceeds from life insurance policies20,446 — 
Acquisitions, net of cash and cash equivalents acquired(13,400)(4,354)
Purchased banking premises and equipment, net(6,381)(3,791)
Proceeds from sale of premises held for sale17,313 736 
Proceeds from sale of other real estate owned— 125 
Net cash used in investing activities(572,455)(2,387,553)
Financing activities
Net (decrease) increase in demand, savings, interest checking, and money market investment deposit accounts(725,125)1,527,724 
Net decrease in time deposits(169,805)(33,544)
Net increase in borrowed funds388,440 2,023 
Contingent consideration paid(384)(173)
Payments for repurchases of common stock(170,771)— 
Dividends declared and paid to common shareholders(49,759)(37,885)
Net cash (used in) provided by financing activities(727,404)1,458,145 
Net decrease in cash, cash equivalents, and restricted cash(1,073,355)(802,309)
Cash, cash equivalents, and restricted cash at beginning of period1,231,792 2,054,070 
Cash, cash equivalents, and restricted cash at end of period$158,437 $1,251,761 
9

Supplemental disclosure of cash flow information
Cash paid during the period for:
Interest paid$12,036 $2,943 
Income taxes24,540 42,432 
Non-cash activities
Net increase in capital commitments relating to low income housing tax credit projects$30,378 $28,291 
Net decrease in operating lease right-of-use assets and operating lease liabilities relating to lease remeasurements (see footnote 6 in the Notes to the Unaudited Consolidated Financial Statements)14,082 — 
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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EASTERN BANKSHARES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. Corporate Structure and Nature of Operations; Basis of Presentation
Corporate Structure and Nature of Operations
Eastern Bankshares, Inc., a Massachusetts corporation (the “Company”), is a bank holding company. Through its wholly-owned subsidiaries, Eastern Bank (the “Bank”) and Eastern Insurance Group LLC (“Eastern Insurance Group”), the Company provides a variety of banking services, trust and investment services, and insurance services, through its full-service bank branches and insurance offices, located primarily in eastern Massachusetts, southern and coastal New Hampshire and Rhode Island. Eastern Insurance Group LLC is a wholly-owned subsidiary of the Bank.
The activities of the Company are subject to the regulatory supervision of the Board of Governors of the Federal Reserve System (“Federal Reserve”). The activities of the Bank are subject to the regulatory supervision of the Massachusetts Commissioner of Banks, the Federal Deposit Insurance Corporation (“FDIC”) and the Consumer Financial Protection Bureau. The Company and the activities of the Bank and its subsidiaries are also subject to various Massachusetts, New Hampshire and Rhode Island business, banking and insurance regulations.

Basis of Presentation
The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) as set forth by the Financial Accounting Standards Board (“FASB”) and its Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) as well as the rules and interpretive releases of the U.S. Securities and Exchange Commission (“SEC”) under the authority of federal securities laws.
The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries and entities in which it holds a controlling financial interest through being the primary beneficiary or through holding a majority of the voting interest. All intercompany accounts and transactions have been eliminated in consolidation.
Certain previously reported amounts have been reclassified to conform to the current period’s presentation.
The accompanying consolidated balance sheet as of September 30, 2022, the consolidated statements of income and comprehensive income and of changes in shareholders’ equity for the three and nine months ended September 30, 2022 and 2021 and statements of cash flows for the nine months ended September 30, 2022 and 2021 are unaudited. The consolidated balance sheet as of December 31, 2021 was derived from the audited consolidated financial statements as of that date. The interim consolidated financial statements and the accompanying notes should be read in conjunction with the annual consolidated financial statements and the accompanying notes contained within the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (“2021 Form 10-K”), as filed with the SEC. In the opinion of management, the Company’s consolidated financial statements reflect all adjustments, which include only normal recurring adjustments, necessary for a fair statement of the results of operations for the periods presented. The results for the three and nine months ended September 30, 2022 are not necessarily indicative of results to be expected for the year ending December 31, 2022, any other interim periods, or any future year or period.
2. Summary of Significant Accounting Policies
The following describes the Company’s use of estimates as well as relevant accounting pronouncements that were recently issued but not yet adopted as of September 30, 2022 and those that were adopted during the nine months ended September 30, 2022. For a full discussion of significant accounting policies, refer to the Notes to the Consolidated Financial Statements included within the Company’s 2021 Form 10-K.
Use of Estimates
In preparing the Consolidated Financial Statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheets and income and expenses for the periods reported. Actual results could differ from those estimates based on changing conditions, including economic conditions and future events. Material estimates that are particularly susceptible to change relate to the determination of the allowance for credit losses, valuation and fair value measurements, the liabilities for benefit obligations (particularly pensions), the provision for income taxes and impairment of goodwill and other intangibles.
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Recent Accounting Pronouncements
Relevant standards that were recently issued but not yet adopted as of September 30, 2022:
In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). This update modifies how an acquiring entity measures contract assets and contract liabilities of an acquiree in a business combination in accordance with Topic 606. The amendments in this update require the acquiring entity in a business combination to account for revenue contracts as if they had originated the contract and assess how the acquiree accounted for the contract under Topic 606. ASU 2021-08 improves comparability of recognition and measurement of revenue contracts with customers both before and after a business combination. For public business entities, the amendments in this update are effective for fiscal years beginning after December 15, 2022. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023. The amendments in this update should be applied prospectively to business combinations occurring on or after the effective date of the amendments with early adoption permitted. The Company expects the adoption of this standard will not have a material impact on its consolidated financial statements.
In March 2022, the FASB issued ASU 2022-02, Financial Instruments–Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures (“ASU 2022-02”). The amendments in this update eliminate the accounting guidance on troubled debt restructurings (“TDRs”) for creditors in ASC 310-40 and amends the guidance on vintage disclosures, referenced in ASC 326-20-50, to require disclosure of current-period gross write-offs by year of origination. This update supersedes the existing accounting guidance for TDRs in ASC 310-40 in its entirety and requires entities to evaluate all receivable modifications under existing accounting guidance in ASC 310-20 to determine whether a modification made to a borrower results in a new loan or a continuation of an existing loan. In addition to the elimination of TDR accounting guidance, entities that adopt this update will no longer consider renewals, modifications and extensions that result from reasonably expected TDRs in their calculation of the allowance for credit losses. Further, if an entity employs a discounted cash flow method to calculate the allowance for credit losses, it will be required to use a post-modification-derived effective interest rate as part of its calculation. The update also requires new disclosures for receivables for which there has been a modification in their contractual cash flows resulting from borrowers experiencing financial difficulties. For public business entities, the amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Entities may elect to apply the updated guidance on TDR recognition and measurement by using a modified retrospective transition method. The amendments on TDR disclosures and vintage disclosures should be adopted prospectively. The Company expects the adoption of this standard will not have a material impact on its consolidated financial statements.
Relevant standards that were adopted during the nine months ended September 30, 2022:
In June 2016, the FASB issued ASU 2016-13, Financial Instruments–Credit Losses on Financial Instruments and relevant amendments (Topic 326) (“ASU 2016-13”). This update was created to replace the then-current GAAP method of calculating credit losses. Specifically, the standard replaced the previous incurred loss impairment guidance by requiring immediate recognition of expected credit losses. For financial assets carried at amortized cost that are held at the reporting date (including trade and other receivables, loans and commitments, held-to-maturity debt securities and other financial assets), credit losses are measured based on historical experience, current conditions and reasonable supportable forecasts. The standard also amends previous impairment guidance for available for sale securities, in which credit losses are recorded as an allowance versus a write-down of the amortized cost basis of the security. It also allows for a reversal of impairment loss when the credit of the issuer improves. The guidance requires a cumulative effect of the initial application to be recognized in retained earnings at the date of initial application.
In November 2018, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments – Credit Losses (“ASU 2018-19”). The amendments in ASU 2018-19 were intended to clarify that receivables arising from operating leases are not within the scope of Subtopic 326-20. Instead, impairment of receivables arising from operating leases should be accounted for in accordance with Topic 842, Leases. In November 2019, the FASB issued ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments – Credit Losses. This update requires entities to include expected recoveries of the amortized cost basis previously written off or expected to be written off in the valuation account for purchased financial assets with credit deterioration. In addition, the amendments in this update clarify and improve various aspects of the guidance for ASU 2016-13.
On January 1, 2022, the Company adopted ASUs 2016-13, 2018-19 and 2019-11 (codified in ASC 326, “Financial Instruments-Credit Losses”), which replaced the incurred loss methodology (codified in ASC 450, “Contingencies,” ASC 310, “Receivables” and ASC 320, “Debt Securities”) with an expected loss methodology that is referred to as current expected credit losses methodology (“CECL methodology”). 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 by means of a cumulative-effect adjustment to the opening retained earnings balance on the Company’s consolidated balance sheet as of the Company’s date of adoption of January 1, 2022. Accordingly, results for reporting periods beginning after December
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31, 2021 are presented under ASU 2016-13, while prior period amounts continue to be reported in accordance with previously applicable GAAP. The Company recorded a net decrease to retained earnings of $20.1 million, net of deferred taxes of $7.9 million, as of January 1, 2022, for the cumulative effect of adopting ASU 2016-13. The Company adopted ASU 2016-13 using the prospective transition approach for purchased credit-deteriorated (“PCD”) financial assets that were previously classified as purchased credit-impaired (“PCI”) financial assets and accounted for under ASC 310-30. In accordance with ASU 2016-13, the Company did not reassess whether its assets previously classified as PCI assets met the criteria of PCD assets as of the date of adoption. Rather, loans previously determined to be PCI loans are considered to be PCD loans as of January 1, 2022. On January 1, 2022, the amortized cost basis of the PCD assets was adjusted to reflect the addition of the allowance for loan losses on PCD loans. The remaining noncredit discount will be accreted into the Company’s interest income at the then-effective interest rate as of January 1, 2022. The amount of the adjustment for PCD assets was not material to the Company.
In March 2020, the FASB issued ASU 2020-4, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). This update addresses optional expedients and exceptions for applying GAAP to certain contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The new guidance applies only to contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships that exist as of December 31, 2022, for which an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. For public and nonpublic entities, the guidance is effective as of March 12, 2020 through December 31, 2022 and does not apply to contract modifications made after December 31, 2022. The Company performed a review its contracts and existing processes to assess the risks and potential impact of the transition away from LIBOR and noted no material impact to the Company’s consolidated financial statements as of September 30, 2022.
Significant Accounting Policies
The adoption of the ASUs 2016-13, 2018-19 and 2019-11 resulted in changes in the Company’s accounting policies and estimates as it relates to available for sale securities, held to maturity securities, loans receivable and off-balance sheet commitments to lend. The following describes the changes to the Company’s significant accounting policies from December 31, 2021, that resulted from the adoption of the ASUs described above:
Allowance for Credit Losses - Available for Sale Securities
ASU 2016-13 made targeted changes to ASC 320 to eliminate the concept of “other than temporary” from the impairment loss estimation model for available for sale (“AFS”) securities. A summary of the changes made by the Company to the existing impairment model (previously referred to as the “OTTI” model) as a result of adoption of ASU 2016-13 is as follows:
•The use of an allowance approach, rather than a permanent write-down of a security’s cost basis upon determination of an impairment loss.
•The amount of the allowance is limited to the amount at which the security’s fair value is less than its amortized cost basis.
•The Company may not consider the length of time a security’s fair value has been less than amortized cost.
•The Company may not consider recoveries in fair value after the balance sheet date when assessing whether a credit loss exists.
The Company’s AFS securities are carried at fair value. For AFS securities in an unrealized loss position, management will first evaluate whether there is intent to sell a security, or if it is more likely than not that the Company will be required to sell a security prior to anticipated recovery of its amortized cost basis. If either of these criteria are met, the Company will record a write-down of the security’s amortized cost basis to fair value through income. For those AFS securities which do not meet the intent or requirement to sell criteria, management will evaluate whether the decline in fair value is a result of credit related matters or other factors. In performing this assessment, management considers the creditworthiness of the issuer including whether the security is guaranteed by the U.S. federal government or other government agency, the extent to which fair value is less than amortized cost, and changes in credit rating during the period, among other factors. If this assessment indicates the existence of credit losses, the security will be written down to fair value, as determined by a discounted cash flow analysis. To the extent the estimated cash flows do not support the amortized cost, the deficiency is considered to be due to credit loss and is recognized in earnings.
Changes in the allowance for credit losses are recorded as a provision for (or reversal of) credit loss expense. Losses are charged against the allowance when the security is determined to be uncollectible, or when either of the aforementioned criteria surrounding intent or requirement to sell have been met. On January 1, 2022, the date on which the Company adopted ASU 2016-13, no allowance for credit losses was recorded for AFS securities.
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Refer to Note 3, “Securities” for additional information regarding the measurement of impairment losses on AFS securities.
Allowance for Credit Losses - Held to Maturity Securities
The Company measures expected credit losses on held to maturity (“HTM”) securities on a collective basis by major security type which, as of September 30, 2022, includes government-sponsored residential and commercial mortgage-backed securities. Securities in the Company’s held to maturity portfolio are guaranteed by either the U.S. federal government or other government sponsored agencies with a long history of no credit losses. As a result, management has determined that these securities have a zero loss expectation and therefore does not estimate an allowance for credit losses on these securities. The Company held no securities classified as held to maturity at December 31, 2021. Refer to Note 3, “Securities” for additional information regarding the measurement of credit losses on HTM securities.
Allowance for Loan Losses - Loans Held for Investment
Loans Individually Assessed for Impairment
ASU 2016-13 indicates that a loan should be measured for impairment individually if that loan shares no similar risk characteristics with other loans. For the Company, loans which have been identified as those to be individually assessed for impairment under CECL include loans that do not share similar risk characteristics with other loans in the corresponding reserve segment. Characteristics of loans meeting this definition may include, but are not limited to:
•Loans previously restructured and determined to be TDR loans;
•Loans on non-accrual status; and
•Loans with a risk rating of 12 under the Company’s risk rating scale, substandard (well-defined weakness) or worse.
Collateral-Dependent Loans
Management considers a loan to be collateral-dependent when foreclosure of the underlying collateral is probable. In addition, in accordance with ASU 2016-13, the Company elected to apply the collateral-dependent practical expedient whereby the Company measures expected credit losses using the fair value of the collateral, less any estimated costs to sell, when foreclosure is not probable but repayment of the loan is expected to be provided substantially through the operation or sale of the collateral, and the borrower is experiencing financial difficulty.
Troubled Debt Restructured Loans
In cases where a borrower experiences financial difficulties and the Company makes certain concessionary modifications to contractual terms, the loan is classified as a TDR. Modifications may include adjustments to interest rates, extensions of maturity, consumer loans where the borrower’s obligations have been effectively discharged through Chapter 7 bankruptcy and the borrower has not reaffirmed the debt to the Company, and other actions intended to minimize economic loss and avoid foreclosure or repossession of collateral. Prior to the Company’s adoption of ASU 2016-13, all TDR loans were subject to a specific review for impairment loss each period beginning in the period in which the modification was executed. Subsequent to the adoption of ASU 2016-13, management identifies loans as TDR loans when it has a reasonable expectation that it will execute a TDR modification with a borrower. In addition, subsequent to adoption of ASU 2016-13, management estimates expected credit losses on a collective basis if a group of TDR loans share similar risk characteristics. If a TDR loan’s risk characteristics are not similar to those of any of the Company’s other TDR loans, expected credit losses on the TDR loan are measured individually. The impairment analysis discounts the present value of the anticipated cash flows by the loan’s contractual rate of interest in effect prior to the loan’s modification or the fair value of collateral if the loan is collateral dependent. The amount of credit loss, if any, is recorded as a specific loss allocation to each individual loan or as a loss allocation to the pool of loans, for those loans for which credit loss is measured on a collective basis, in the allowance for credit losses. Any commercial (commercial and industrial, commercial real estate, commercial construction, and business banking loans) or residential loan that has been classified as a TDR and which subsequently defaults is reviewed to determine if the loan should be deemed collateral-dependent. In such an instance, any shortfall between the value of the collateral and the book value of the loan is determined by measuring the recorded investment in the loan against the fair value of the collateral less costs to sell.
The Company’s policy is to retain any restructured loan, which is on non-accrual status prior to being modified, on non-accrual status for approximately six months subsequent to being modified before the Company considers its return to accrual status. If the restructured loan is on accrual status prior to being modified, the Company reviews it to determine if the modified loan should remain on accrual status.
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Purchased Credit-Deteriorated Loans
As described above, the Company applied the prospective transition approach with respect to PCD assets upon adoption of ASU 2016-13. Under this approach, loans previously determined to be PCI loans are considered to be PCD loans as of January 1, 2022. PCD loans are acquired individual loans (or acquired groups of loans with similar risk characteristics) that, as of the date of acquisition, have experienced a more-than-insignificant deterioration in credit quality since origination, as determined by the Company’s assessment. A PCD loan is recorded at its purchase price plus the allowance for loan losses expected at the time of acquisition, or “gross up” of the amortized cost basis, if any. Changes in the current estimate of the allowance for loan losses subsequent to acquisition from the estimated allowance previously recorded are recognized in the income statement as provision for credit losses or reversal of provision for credit losses in subsequent periods as they arise. A purchased loan that does not qualify as a PCD asset is accounted for similar to the Company’s method of accounting for originated assets, whereby an allowance for loan losses is recognized with a corresponding increase to the income statement provision for loan losses. Evidence that purchased loans, measured at amortized cost, have more-than-insignificant deterioration in credit quality since origination and, therefore meet the PCD definition, may include past-due status, non-accrual status, risk rating and other standard indicators (i.e., TDRs, charge-offs, bankruptcy).
Allowance for Credit Losses
Through December 31, 2021, the allowance for loan losses represented management’s best estimate of incurred probable losses in the Company’s loan portfolios based upon management’s assessment of various factors, including the risk characteristics of its loan portfolio, current economic conditions, and trends in loan delinquencies and charge-offs. The Company’s methodology for determining the qualitative component through December 31, 2021 included an assessment of factors affecting the determination of incurred losses in the loan portfolio. Such factors included trends in economic conditions, loan growth, credit underwriting policy exceptions, regulatory and audit findings, and peer comparisons, among others. Upon adoption of ASU 2016-13, effective January 1, 2022, the Company changed its reserve methodology to estimate expected credit losses over the contractual life of loans and leases.
The allowance for credit losses, or ACL, is established to provide for the Company’s current estimate of expected lifetime credit losses on loans measured at amortized cost and unfunded lending commitments at the balance sheet date and is established through a provision for credit losses charged to net income. Credit losses are charged directly to the ACL. Subsequent recoveries, if any, are credited to the ACL. Commercial and residential loans are charged-off in the period in which they are deemed uncollectible. Delinquent loans in these product types are subject to ongoing review and analysis to determine if a charge-off in the current period is appropriate. For consumer finance loans, policies and procedures exist that require charge-off consideration upon a certain triggering event depending on the product type. Charge-off triggers include: 120 days delinquent for automobile, home equity, and other consumer loans with the exception of cash reserve loans for which the trigger is 150 days delinquent; death of the borrower; or Chapter 7 bankruptcy. In addition to those events, the charge-off determination includes other loan quality indicators, such as collateral position and adequacy or the presence of other repayment sources.
The ACL is evaluated on a regular basis by management. Management uses a methodology to systematically estimate the amount of expected lifetime losses in the portfolio. Expected lifetime losses are estimated on a collective basis for loans sharing similar risk characteristics and are determined using a quantitative model combined with an assessment of certain qualitative factors designed to address forecast risk and model risk inherent in the quantitative model output. For commercial and industrial, commercial real estate, commercial construction and business banking portfolios, the quantitative model uses a loan rating system which is comprised of management’s determination of a financial asset’s probability of default (“PD”), loss given default (“LGD”) and exposure at default (“EAD”), which are derived from historical loss experience and other factors. For residential real estate, consumer home equity and other consumer portfolios, the Company’s quantitative model uses historical loss experience.
The quantitative model estimates expected credit losses using loan level data over the estimated life of the exposure, considering the effect of prepayments. Economic forecasts are incorporated into the estimate over a reasonable and supportable forecast period, beyond which is a reversion to the Company’s historical loss average. Management has determined that a reasonable and supportable forecast period of eight quarters, and a straight-line reversion period of four quarters, are appropriate forecast periods for purposes of estimating expected credit losses. As described above, quantitative model results are adjusted for risk factors not considered within the model but which are relevant in estimating the expected credit losses within the loan portfolio. The qualitative risk factors impacting the expected risk of loss within the loan portfolio include the following:
•Lending policies and procedures, including underwriting standards and collection, charge-off and recovery practices;
•Nature and volume of the portfolio;
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•Volume and severity of past-due, non-accrual and classified loans;
•The value of the underlying collateral for loans that are not collateral dependent;
•Concentrations of credit risk;
•Model and data limitations; and
•Other external factors, such as changes in legal, regulatory or competitive environments.
Loans that do not share similar risk characteristics with any pools of assets are subject to individual evaluation and are removed from the collectively assessed pools. For loans that are individually evaluated, the Company uses either a discounted cash flow (“DCF”) approach or, for loans deemed to be collateral dependent or when foreclosure is probable, a fair value of collateral approach.
Accrued interest receivable amounts are excluded from balances of loans held at amortized cost and are included within other assets on the consolidated balance sheet. Management has elected not to measure an allowance for credit losses on these amounts as the Company employs a timely write-off policy. Consistent with the Company's policy for non-accrual loans, accrued interest receivable is typically written off when loans reach 90 days past due and are placed on non-accrual status.
In the ordinary course of business, the Company enters into commitments to extend credit and standby letters of credit. Such financial instruments are recorded in the financial statements when they become payable. The credit risk associated with these commitments is evaluated in a manner similar to the reserving method for loans receivable previously described. The reserve for unfunded lending commitments is included in other liabilities in the balance sheet.
Additionally, various regulatory agencies, as an integral part of the Company’s examination process, periodically assess the appropriateness of the allowance for credit losses and may require the Company to increase its allowance for loan losses or recognize further loan charge-offs, in accordance with GAAP.
Refer to Note 4, “Loans and Allowance for Credit Losses” for additional information regarding the Company’s measurement of credit losses on loans receivable and off-balance sheet commitments to lend as of September 30, 2022. For comparative allowance for loan loss information for which ASC 450, “Contingencies” and ASC 310, “Receivables” were applied (i.e., prior to the Company’s adoption of the CECL methodology previously described), refer to Note 5, “Loans and Allowance for Loan Losses.”
3. Securities
Available for Sale Securities
The amortized cost, gross unrealized gains and losses, and fair value of AFS securities as of September 30, 2022 and December 31, 2021 were as follows:
As of September 30, 2022
Amortized
Cost		Unrealized
Gains		Unrealized
Losses		Allowance for Credit LossesFair
Value
(In thousands)
Debt securities:
Government-sponsored residential mortgage-backed securities$4,995,267 $— $(786,178)$— $4,209,089 
Government-sponsored commercial mortgage-backed securities1,603,046 — (205,819)— 1,397,227 
U.S. Agency bonds1,100,565 — (158,968)— 941,597 
U.S. Treasury securities99,267 — (6,807)— 92,460 
State and municipal bonds and obligations229,539 58 (26,933)— 202,664 
Other debt securities1,599 — (21)— 1,578 
$8,029,283 $58 $(1,184,726)$— $6,844,615 
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As of December 31, 2021
Amortized
Cost		Unrealized
Gains		Unrealized
Losses		Fair
Value
(In thousands)
Debt securities:
Government-sponsored residential mortgage-backed securities$5,577,292 $17,918 $(70,502)$5,524,708 
Government-sponsored commercial mortgage-backed securities1,420,748 760 (12,640)1,408,868 
U.S. Agency bonds1,202,377 1,067 (28,430)1,175,014 
U.S. Treasury securities89,434 5 (834)88,605 
State and municipal bonds and obligations263,910 16,460 (41)280,329 
Small business administration pooled securities31,821 282 — 32,103 
Other debt securities1,597 — — 1,597 
$8,587,179 $36,492 $(112,447)$8,511,224 
The Company did not record a provision for credit losses on any AFS securities for the three and nine months ended September 30, 2022. Accrued interest receivable on AFS securities totaled $13.6 million and $14.3 million as of September 30, 2022 and December 31, 2021, respectively, and is included within other assets on the consolidated balance sheets. The Company did not record any write-offs of accrued interest income on AFS securities during the three and nine months ended September 30, 2022. No securities held by the Company were delinquent on contractual payments as of September 30, 2022, nor were any securities placed on non-accrual status for the period then ended.
The following table summarizes gross realized gains and losses from sales of AFS securities for the periods indicated:
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
(In thousands)
Gross realized gains from sales of AFS securities$725 $1 $1,770 $1,166 
Gross realized losses from sales of AFS securities923 — 4,244 — 
Net (losses) gains from sales of AFS securities$(198)$1 $(2,474)$1,166 
Prior to the Company’s adoption of ASU 2016-13, management prepared an estimate of the Company’s expected cash flows for AFS investment securities that potentially may be deemed to have been an OTTI. This estimate began with the contractual cash flows of the security which was then reduced by an estimate of probable credit losses associated with the security. When estimating the extent of probable losses on the securities, management considered the credit quality and the ability to pay of the underlying issuers. Indicators of diminished credit quality of the issuers included defaults, interest deferrals, or “payments in kind.” Management also considered those factors listed in the “Investments – Debt and Equity Securities” topic of the FASB ASC when estimating the ultimate realizability of the cash flows for each individual security.
The resulting estimate of expected cash flows after considering credit was then subject to a present value computation using a discount rate equal to the current yield used to accrete the beneficial interest or the effective interest rate implicit in the security at the date of acquisition. If the present value of the estimated expected cash flows was less than the current amortized cost basis, an OTTI was considered to have occurred and the security was written down to the fair value indicated by the cash flow analysis. As part of the analysis, management considered whether it intended to sell the security or whether it was more than likely that it would be required to sell the security before the expected recovery of its amortized cost basis.
There was no OTTI recorded during the three and nine months ended September 30, 2021.
Information pertaining to AFS securities with gross unrealized losses as of September 30, 2022, for which the Company did not recognize a provision for credit losses under CECL, and as of December 31, 2021, for which the Company did not deem to be OTTI under its prior methodology, aggregated by investment category and length of time that individual securities had been in a continuous loss position, follows:
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As of September 30, 2022
Less than 12 Months12 Months or LongerTotal
# of
Holdings		Gross
Unrealized
Losses		Fair
Value		Gross
Unrealized
Losses		Fair
Value		Gross
Unrealized
Losses		Fair
Value
(Dollars in thousands)
Government-sponsored residential mortgage-backed securities322$278,329 $1,541,349 $507,849 $2,667,740 $786,178 $4,209,089 
Government-sponsored commercial mortgage-backed securities200145,210 1,050,544 60,609 346,683 205,819 1,397,227 
U.S. Agency bonds3729,820 210,070 129,148 731,527 158,968 941,597 
U.S. Treasury securities55,399 44,127 1,408 48,333 6,807 92,460 
State and municipal bonds and obligations28326,933 200,184 — — 26,933 200,184 
Other debt securities321 1,578 — — 21 1,578 
850$485,712 $3,047,852 $699,014 $3,794,283 $1,184,726 $6,842,135 
As of December 31, 2021
Less than 12 Months12 Months or LongerTotal
# of
Holdings		Gross
Unrealized
Losses		Fair
Value		Gross
Unrealized
Losses		Fair
Value		Gross
Unrealized
Losses		Fair
Value
(Dollars in thousands)
Government-sponsored residential mortgage-backed securities264$70,502 $4,615,457 $— $— $70,502 $4,615,457 
Government-sponsored commercial mortgage-backed securities16512,218 1,102,444 422 15,682 12,640 1,118,126 
U.S. Agency bonds272,169 191,222 26,261 794,353 28,430 985,575 
U.S. Treasury securities3834 78,588 — — 834 78,588 
State and municipal bonds and obligations1141 5,436 — — 41 5,436 
470$85,764 $5,993,147 $26,683 $810,035 $112,447 $6,803,182 
The Company does not intend to sell these investments and has determined based upon available evidence that it is more likely than not that the Company will not be required to sell each security before the expected recovery of its amortized cost basis. As a result, the Company did not recognize an ACL on these investments as of September 30, 2022. As it relates to AFS securities with gross unrealized losses as of December 31, 2021, the Company did not consider these investments to be OTTI under its prior methodology. The Company made this determination by reviewing various qualitative and quantitative factors regarding each investment category, such as current market conditions, extent and nature of changes in fair value, issuer rating changes and trends, and volatility of earnings.
As a result of the Company’s review of these qualitative and quantitative factors, the causes of the impairments listed in the tables above by category are as follows as of September 30, 2022 and December 31, 2021:
•Government-sponsored residential mortgage-backed securities – The securities with unrealized losses in this portfolio have contractual terms that generally do not permit the issuer to settle the security at a price less than the current par value of the investment. The decline in market value of these securities is attributable to changes in interest rates and not credit quality. Additionally, these securities are implicitly guaranteed by the U.S. government or one of its agencies.
•Government-sponsored commercial mortgage-backed securities – The securities with unrealized losses in this portfolio have contractual terms that generally do not permit the issuer to settle the security at a price less than the current par value of the investment. The decline in market value of these securities is attributable to
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changes in interest rates and not credit quality. Additionally, these securities are implicitly guaranteed by the U.S. government or one of its agencies.
•U.S. Agency bonds – The securities with unrealized losses in this portfolio have contractual terms that generally do not permit the issuer to settle the security at a price less than the current par value of the investment. The decline in market value of these securities is attributable to changes in interest rates and not credit quality. Additionally, these securities are implicitly guaranteed by the U.S. government or one of its agencies.
•U.S. Treasury securities – The securities with unrealized losses in this portfolio have contractual terms that generally do not permit the issuer to settle the security at a price less than the current par value of the investment. The decline in market value of these securities is attributable to changes in interest rates and not credit quality. Additionally, these securities are implicitly guaranteed by the U.S. government or one of its agencies.
•State and municipal bonds and obligations – The securities with unrealized losses in this portfolio have contractual terms that generally do not permit the issuer to settle the security at a price less than the current par value of the investment. The decline in market value of these securities is attributable to changes in interest rates and not credit quality.
•Other debt securities – This securities portfolio consists of three foreign debt securities which are performing in accordance with the terms of the respective contractual agreements. The decline in market value of these securities is attributable to changes in interest rates and not credit quality.
Held to Maturity Securities
The amortized cost, gross unrealized gains and losses, and fair value of HTM securities as of September 30, 2022 were as follows:
As of September 30, 2022
Amortized
Cost		Unrealized
Gains		Unrealized
Losses		Allowance for Credit LossesFair
Value
(In thousands)
Debt securities:
Government-sponsored residential mortgage-backed securities$281,253 $— $(30,972)$— $250,281 
Government-sponsored commercial mortgage-backed securities200,710 — (19,514)— 181,196 
$481,963 $— $(50,486)$— $431,477 
The Company held no HTM securities as of December 31, 2021.
The Company did not record a provision for estimated credit losses on any HTM securities for the three and nine months ended September 30, 2022. The accrued interest receivable on HTM securities totaled $1.0 million as of September 30, 2022 and is included within other assets on the consolidated balance sheets. The Company did not record any write-offs of accrued interest receivable on HTM securities during the three and nine months ended September 30, 2022. No securities held by the Company were delinquent on contractual payments as of September 30, 2022, nor were any securities placed on non-accrual status for the period then ended.
Available for Sale and Held to Maturity Securities Contractual Maturity
The amortized cost and estimated fair value of AFS securities by contractual maturities as of September 30, 2022 and December 31, 2021 and amortized cost and estimated fair value of HTM securities by contractual maturities as of
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September 30, 2022 are shown below. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without prepayment penalties.
The scheduled contractual maturities of AFS and HTM securities as of the dates indicated were as follows:
As of September 30, 2022
Due in one year or lessDue after one year to five yearsDue after five to ten yearsDue after ten yearsTotal
Amortized CostFair ValueAmortized CostFair ValueAmortized CostFair ValueAmortized CostFair ValueAmortized CostFair Value
(In thousands)
AFS securities
Government-sponsored residential mortgage-backed securities$— $— $17,984 $17,288 $760,135 $677,552 $4,217,148 $3,514,249 $4,995,267 $4,209,089 
Government-sponsored commercial mortgage-backed securities— — 185,582 168,760 664,204 575,694 753,260 652,773 1,603,046 1,397,227 
U.S. Agency bonds— — 727,838 631,834 372,727 309,763 — — 1,100,565 941,597 
U.S. Treasury securities— — 99,267 92,460 — — — — 99,267 92,460 
State and municipal bonds and obligations80 80 27,379 25,738 54,859 50,773 147,221 126,073 229,539 202,664 
Other debt securities1,599 1,578 — — — — — — 1,599 1,578 
Total available for sale securities1,679 1,658 1,058,050 936,080 1,851,925 1,613,782 5,117,629 4,293,095 8,029,283 6,844,615 
HTM securities
Government-sponsored residential mortgage-backed securities— — — — — — 281,253 250,281 281,253 250,281 
Government-sponsored commercial mortgage-backed securities— — — — 200,710 181,196 — — 200,710 181,196 
Total held to maturity securities— — — — 200,710 181,196 281,253 250,281 481,963 431,477 
Total$1,679 $1,658 $1,058,050 $936,080 $2,052,635 $1,794,978 $5,398,882 $4,543,376 $8,511,246 $7,276,092 
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As of December 31, 2021
Due in one year or lessDue after one year to five yearsDue after five to ten yearsDue after ten yearsTotal
Amortized CostFair ValueAmortized CostFair ValueAmortized CostFair ValueAmortized CostFair ValueAmortized CostFair Value
(In thousands)
AFS securities
Government-sponsored residential mortgage-backed securities$— $— $24,935 $25,962 $899,169 $892,029 $4,653,188 $4,606,717 $5,577,292 $5,524,708 
Government-sponsored commercial mortgage-backed securities— — 139,095 137,755 387,177 378,414 894,476 892,699 1,420,748 1,408,868 
U.S. Agency bonds5,508 5,515 531,821 520,935 665,048 648,564 — — 1,202,377 1,175,014 
U.S. Treasury securities40,010 40,001 49,424 48,604 — — — — 89,434 88,605 
State and municipal bonds and obligations6,137 6,116 33,692 34,704 72,226 75,416 151,855 164,093 263,910 280,329 
Small Business Administration pooled securities— — 4,062 4,092 — — 27,759 28,011 31,821 32,103 
Other debt securities300 300 1,297 1,297 — — — — 1,597 1,597 
Total$51,955 $51,932 $784,326 $773,349 $2,023,620 $1,994,423 $5,727,278 $5,691,520 $8,587,179 $8,511,224 

Securities Pledged as Collateral
As of September 30, 2022 and December 31, 2021, securities with a carrying value of $438.8 million and $2.2 billion, respectively, were pledged to secure public deposits and for other purposes required by law. As of September 30, 2022 and December 31, 2021, deposits with associated pledged collateral included cash accounts from the Company’s wealth management division (“Eastern Wealth Management”) and municipal deposit accounts. At September 30, 2022 and December 31, 2021, the carrying value of securities pledged as collateral with respect to municipal deposit accounts acquired from Century Bancorp, Inc. (“Century”) was approximately $422.3 million and $2.1 billion, respectively. During the first and second quarter of 2022, the Company eliminated certain pledging arrangements acquired from Century which resulted in the decrease in securities pledged at September 30, 2022 compared to December 31, 2021.
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4. Loans and Allowance for Credit Losses
Loans
The following table provides a summary of the Company’s loan portfolio as of the dates indicated:
September 30, 2022December 31, 2021
(In thousands)
Commercial and industrial$3,023,729 $2,960,527 
Commercial real estate4,985,654 4,522,513 
Commercial construction314,193 222,328 
Business banking1,096,436 1,334,694 
Residential real estate2,118,852 1,926,810 
Consumer home equity1,168,476 1,100,153 
Other consumer (2)196,614 214,485 
Gross loans before unamortized premiums, unearned discounts and deferred fees12,903,954 12,281,510 
Allowance for loan losses (1)(131,663)(97,787)
Unamortized premiums, net of unearned discounts and deferred fees(19,349)(26,442)
Loans after the allowance for loan losses, unamortized premiums, unearned discounts and deferred fees$12,752,942 $12,157,281 
(1)The Company adopted ASU 2016-13 on January 1, 2022 with a modified retrospective approach. Accordingly, at September 30, 2022 the allowance for loan losses was determined in accordance with ASC 326, “Financial Instruments-Credit Losses” and ASC 310, “Receivables,” as amended. At December 31, 2021 the allowance for loan losses was determined in accordance with ASC 450, “Contingencies” and ASC 310, “Receivables.”
(2)Automobile loans are included in the other consumer portfolio and amounted to $24.0 million and $53.3 million at September 30, 2022 and December 31, 2021, respectively.
There are no other loan categories that exceed 10% of total loans not already reflected in the preceding table.
The Company’s lending activities are conducted principally in the New England area with the exception of its Shared National Credit Program (“SNC Program”) portfolio. The Company participates in the SNC Program in an effort to improve its industry and geographical diversification. The SNC Program portfolio is included in the Company’s commercial and industrial portfolio. The SNC Program portfolio is defined as loan syndications with exposure over $100 million and with three or more lenders participating.
Most loans originated by the Company are either collateralized by real estate or other assets or guaranteed by federal and local governmental authorities. The ability and willingness of the single-family residential and consumer borrowers to honor their repayment commitments is generally dependent on the level of overall economic activity within the borrowers’ geographic areas and real estate values. The ability and willingness of commercial real estate, commercial and industrial, and construction loan borrowers to honor their repayment commitments is generally dependent on the health of the real estate economy in the borrowers’ geographic areas and the general economy.
Loans Pledged as Collateral
The carrying value of loans pledged to secure advances from the Federal Home Loan Bank (“FHLB”) of Boston (“FHLBB”) were $3.3 billion and $2.6 billion at September 30, 2022 and December 31, 2021, respectively. The balance of funds borrowed from the FHLBB were $384.2 million and $14.0 million at September 30, 2022 and December 31, 2021, respectively.
The carrying value of loans pledged to secure advances from the Federal Reserve Bank (“FRB”) were $1.1 billion and $784.0 million at September 30, 2022 and December 31, 2021, respectively. There were no funds borrowed from the FRB outstanding at September 30, 2022 and December 31, 2021.
Serviced Loans
At September 30, 2022 and December 31, 2021, mortgage loans partially or wholly-owned by others and serviced by the Company amounted to approximately $85.7 million and $95.8 million, respectively.
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Purchased Loans
The Company began purchasing jumbo mortgage loans during the three months ended September 30, 2022. Loans purchased were subject to the same underwriting criteria as those loans originated directly by the Company. During the three and nine months ended September 30, 2022, the Company purchased $79.9 million of residential real estate loans.
Allowance for Loan Losses
The allowance for loan losses is established to provide for management’s estimate of expected lifetime credit losses on loans measured at amortized cost at the balance sheet date and is established through a provision for loan losses charged to net income. Charge-offs, net of recoveries, are charged directly to the allowance for loan losses. Commercial and residential loans are charged-off in the period in which they are deemed uncollectible. Delinquent loans in these product types are subject to ongoing review and analysis to determine if a charge-off in the current period is appropriate. For consumer loans, policies and procedures exist that require charge-off consideration upon a certain triggering event depending on the product type.
The following tables summarize the changes in the allowance for loan losses by loan category for the periods indicated:
For the Three Months Ended September 30, 2022
Commercial
and
Industrial		Commercial
Real Estate		Commercial
Construction		Business
Banking		Residential
Real
Estate		Consumer
Home
Equity		Other
Consumer		Total
(In thousands)
Allowance for loan losses:
Beginning balance$25,852 $47,555 $5,474 $16,699 $21,663 $5,662 $2,626 $125,531 
Charge-offs(11)— — (369)— — (603)(983)
Recoveries126 3 — 286 56 6 158 635 
Provision (release)874 3,545 507 (354)1,288 174 446 6,480 
Ending balance (2)$26,841 $51,103 $5,981 $16,262 $23,007 $5,842 $2,627 $131,663 
For the Nine Months Ended September 30, 2022
Commercial
and
Industrial		Commercial
Real Estate		Commercial
Construction		Business
Banking		Residential
Real Estate		Consumer
Home Equity		Other
Consumer		OtherTotal
(In thousands)
Allowance for loan losses:
Beginning balance$18,018 $52,373 $2,585 $10,983 $6,556 $3,722 $3,308 $242 $97,787 
Cumulative effect of change in accounting principle (1)11,533 (6,655)1,485 6,160 13,489 1,857 (541)(242)27,086 
Charge-offs(13)— — (1,922)— — (1,754)— (3,689)
Recoveries1,074 53 — 1,678 80 16 533 — 3,434 
Provision (release)(3,771)5,332 1,911 (637)2,882 247 1,081 — 7,045 
Ending balance (2)$26,841 $51,103 $5,981 $16,262 $23,007 $5,842 $2,627 $— $131,663 
(1)Represents the adjustment needed to reflect the cumulative day one impact pursuant to the Company’s adoption of ASU 2016-13 (i.e., cumulative effect adjustment related to the adoption of ASU 2016-13 as of January 1, 2022). The adjustment represents a $27.1 million increase to the allowance attributable to the change in accounting methodology for estimating the allowance for loan losses resulting from the Company’s adoption of the standard. The adjustment also includes the adjustment needed to reflect the day one reclassification of the Company’s PCI loan balances to PCD and the associated gross-up of $0.1 million, pursuant to the Company’s adoption of ASU 2016-13.
(2)The balance of accrued interest receivable excluded from amortized cost and the calculation of the allowance for loan losses amounted to $35.9 million at September 30, 2022.
Reserve for Unfunded Commitments
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Management evaluates the need for a reserve on unfunded lending commitments in a manner consistent with loans held for investment. Upon adoption of ASU 2016-13 on January 1, 2022, the Company recorded a transition adjustment related to the reserve for unfunded lending commitments of $1.0 million, resulting in a total reserve for unfunded lending commitments of $11.1 million as of January 1, 2022. As of September 30, 2022, the Company’s reserve for unfunded lending commitments was $11.4 million which is recorded within other liabilities.
Portfolio Segmentation
Management uses a methodology to systematically estimate the amount of expected losses in each segment of loans in the Company’s portfolio. Commercial and industrial business banking, investment commercial real estate, and commercial and industrial loans are evaluated based upon loan-level risk characteristics, historical losses and other factors which form the basis for estimating expected losses. Other portfolios, including owner occupied commercial real estate, which includes commercial and industrial and business banking owner occupied commercial real estate, commercial construction, residential mortgages, home equity and consumer loans, are analyzed as groups taking into account delinquency ratios, and the Company’s and peer banks’ historical loss experience. For the purposes of estimating the allowance for loan losses, management segregates the loan portfolio into loan categories that share similar risk characteristics such as the purpose of the loan, repayment source, and collateral. These characteristics are considered when determining the appropriate level of the allowance for each category. Some examples of these risk characteristics unique to each loan category include:
Commercial Lending
Commercial and industrial: The primary risk associated with commercial and industrial loans is the ability of borrowers to achieve business results consistent with those projected at origination. Collateral frequently consists of a first lien position on business assets including, but not limited to, accounts receivable, inventory, aircraft and equipment. The primary repayment source is operating cash flow and, secondarily, the liquidation of assets. Under its lending guidelines, the Company generally requires a corporate or personal guarantee from individuals that hold material ownership in the borrowing entity when the loan-to-value of a commercial and industrial loan is in excess of a specified threshold.
Commercial real estate: Collateral values are established by independent third-party appraisals and evaluations. Primary repayment sources include operating income generated by the real estate, permanent debt refinancing, sale of the real estate and, secondarily, liquidation of the collateral. Under its lending guidelines, the Company generally requires a corporate or personal guarantee from individuals that hold material ownership in the borrowing entity when the loan-to-value of a commercial real estate loan is in excess of a specified threshold.
Commercial construction: These loans are generally considered to present a higher degree of risk than other real estate loans and may be affected by a variety of factors, such as adverse changes in interest rates and the borrower’s ability to control costs and adhere to time schedules. Construction loans are underwritten utilizing feasibility studies, independent appraisal reviews, sensitivity analysis of absorption and lease rates and financial analysis of the developers and property owners. Construction loans are generally based upon estimates of costs and value associated with the completed project. Construction loan repayment is substantially dependent on the ability of the borrower to complete the project and obtain permanent financing.
Business banking: These loans are typically secured by all business assets or commercial real estate. Business banking originations include traditionally underwritten loans as well as partially automated scored loans. Business banking scored loans are determined by utilizing the Company’s proprietary decision matrix that has a number of quantitative factors including, but not limited to, a guarantor’s credit score, industry risk, and time in business. The Company also engages in Small Business Association (“SBA”) lending, both in the business banking and commercial banking divisions. The SBA guarantees reduce the Company’s loss due to default and are considered a credit enhancement to the loan structure.
Residential Lending
These loans are made to borrowers who demonstrate the ability to repay principal and interest on a monthly basis. Underwriting considerations include, among others, income sources and their reliability, willingness to repay as evidenced by credit repayment history, financial resources (including cash reserves) and the value of the collateral. The Company maintains policy standards for minimum credit score and cash reserves and maximum loan-to-value consistent with a “prime” portfolio. Collateral consists of mortgage liens on 1-4 family residential dwellings. The policy standards applied to loans originated by the Company are the same as those applied to purchased loans. The Company does not originate or purchase sub-prime or other high-risk loans. Residential loans are originated either for sale to investors or retained in the Company’s loan portfolio.
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Decisions about whether to sell or retain residential loans are made based on the interest rate characteristics, pricing for loans in the secondary mortgage market, competitive factors and the Company’s capital needs.
Consumer Lending
Consumer home equity: Home equity lines of credit are granted for ten years with monthly interest-only repayment requirements. Full principal repayment is required at the end of the ten-year draw period. Home equity loans are term loans that require the monthly payment of principal and interest such that the loan will be fully amortized at maturity. Underwriting considerations are materially consistent with those utilized in residential real estate. Collateral consists of a senior or subordinate lien on owner-occupied residential property.
Other consumer: The Company’s policy and underwriting in this category, which is comprised primarily of home improvement, automobile and aircraft loans, include the following factors, among others: income sources and reliability, credit histories, term of repayment, and collateral value, as applicable. These are typically granted on an unsecured basis, with the exception of aircraft and automobile loans.
Credit Quality
Commercial Lending Credit Quality
The credit quality of the Company’s commercial loan portfolio is actively monitored and supported by a comprehensive credit approval process and all large dollar transactions are sent for approval to a committee of seasoned business line and credit professionals. The Company maintains an independent credit risk review function that reports directly to the Risk Management Committee of the Board of Directors. Credits that demonstrate significant deterioration in credit quality are transferred to a specialized group of experienced officers for individual attention.
The Company monitors credit quality indicators and utilizes portfolio scorecards to assess the risk of its commercial portfolio. Specifically, the Company utilizes a 15-point credit risk-rating system to manage risk and identify potential problem loans. Under this point system, risk-rating assignments are based upon a number of quantitative and qualitative factors that are under continual review. Factors include cash flow, collateral coverage, liquidity, leverage, position within the industry, internal controls and management, financial reporting, and other considerations. Commercial loan risk ratings are (re)evaluated for each loan at least once-per-year. The risk-rating categories under the credit risk-rating system are defined as follows:
0 Risk Rating - Unrated
Certain segments of the portfolios are not rated. These segments include aircraft loans, business banking scored loan products, and other commercial loans managed by exception. Loans within this unrated loan segment are monitored by delinquency status; and for lines of credit greater than $100,000 in exposure, an annual review is conducted which includes the review of the business score and loan and deposit account performance. The Company supplements performance data with current business credit scores for the business banking portfolio on a quarterly basis. Unrated commercial and business banking loans are generally restricted to commercial exposure of less than $1.5 million. Loans included in this category generally are not required to provide regular financial reporting or regular covenant monitoring.
For purposes of estimating the allowance for loan losses, unrated loans are considered in the same manner as pass rated loans.
1-10 Risk Rating – Pass
Loans with a risk rating of 1-10 are classified as “Pass” and are comprised of loans that range from “substantially risk free” which indicates borrowers of unquestioned credit standing, well-established national companies with a very strong financial condition, and loans fully secured by policy conforming cash levels, through “low pass” which indicates acceptable rated loans that may be experiencing weak cash flow, impending lease rollover or minor liquidity concerns.
11 Risk Rating – Special Mention (Potential Weakness)
Loans to borrowers in this category exhibit potential weaknesses or downward trends deserving management’s close attention. While potentially weak, no loss of principal or interest is envisioned. Included in this category are borrowers who are performing as agreed, are weak when compared to industry standards, may be experiencing an interim loss and may be in declining industries. An element of asset quality, financial flexibility or management is below average. The Company does
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not consider borrowers within this category as new business prospects. Borrowers rated special mention may find it difficult to obtain alternative financing from traditional bank sources.
12 Risk Rating – Substandard (Well-Defined Weakness)
Loans with a risk-rating of 12 exhibit well-defined weaknesses that, if not corrected, may jeopardize the orderly liquidation of the debt. A loan is classified as substandard if it is inadequately protected by the repayment capacity of the obligor or by the collateral pledged. Specifically, repayment under market rates and terms, or by the requirements under the existing loan documents, is in jeopardy, but no loss of principal or interest is envisioned. There is a possibility that a partial loss of principal and/or interest will occur in the future if the deficiencies are not corrected. Loss potential, while existing in the aggregate portfolio of substandard assets, does not have to exist in individual assets classified as substandard. Non-accrual is possible, but not mandatory, in this class.
13 Risk Rating – Doubtful (Loss Probable)
Loans classified as doubtful have comparable weaknesses as found in the loans classified as substandard, with the added provision that such weaknesses make collection of the debt in full (based on currently existing facts, conditions and values) highly questionable and improbable. Serious problems exist such that a partial loss of principal is likely. The probability of loss exists, but because of reasonably specific pending factors that may work to strengthen the credit, estimated losses are deferred until a more exact status can be determined. Specific reserves will be the amount identified after specific review. Non-accrual is mandatory in this class.
14 Risk Rating – Loss
Loans to borrowers in this category are deemed incapable of repayment. Loans to such borrowers are considered uncollectible and of such little value that continuance as active assets of the Company is not warranted. This classification does not mean that the loans have no recovery or salvage value, but rather, it is not practical or desirable to defer writing off these assets even though partial recovery may occur in the future. Loans in this category have a recorded investment of $0 at the time of the downgrade.
Residential and Consumer Lending Credit Quality
For the Company’s residential and consumer portfolios, the quality of the loan is best indicated by the repayment performance of an individual borrower. Updated appraisals, broker opinions of value and other collateral valuation methods are employed in the residential and consumer portfolios, typically for credits that are deteriorating. Delinquency status is determined using payment performance, while accrual status may be determined using a combination of payment performance, expected borrower viability and collateral value. Delinquent consumer loans are handled by a team of seasoned collection specialists.
The following table details the amortized cost balances of the Company’s loan portfolios, presented by credit quality indicator and origination year as of September 30, 2022:
20222021202020192018PriorRevolving LoansRevolving Loans Converted to Term Loans (1)Total
(In thousands)
Commercial and industrial
Pass$602,715 $467,826 $439,013 $225,164 $115,237 $647,820 $463,873 $3,407 $2,965,055 
Special Mention— — — 185 3,667 12 900 — 4,764 
Substandard304 13,387 2,963 47 2,688 7,948 390 346 28,073 
Doubtful— 3,912 — — — 37 3,331 — 7,280 
Loss— — — — — — — — — 
Total commercial and industrial603,019 485,125 441,976 225,396 121,592 655,817 468,494 3,753 3,005,172 
Commercial real estate
Pass1,179,141 835,810 592,293 620,120 463,910 1,092,428 45,902 4,231 4,833,835 
Special Mention— — 16,144 703 35,360 9,986 — — 62,193 
Substandard3,520 50 2,683 19,877 15,837 36,532 8,000 — 86,499 
Doubtful— — — — — — — — — 
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Loss— — — — — — — — — 
Total commercial real estate1,182,661 835,860 611,120 640,700 515,107 1,138,946 53,902 4,231 4,982,527 
Commercial construction
Pass71,700 169,318 24,920 32,909 — — 11,524 — 310,371 
Special Mention— — 2,101 — — — — — 2,101 
Substandard— — — — — — — — — 
Doubtful— — — — — — — — — 
Loss— — — — — — — — — 
Total commercial construction71,700 169,318 27,021 32,909 — — 11,524 — 312,472 
Business banking
Pass139,053 224,855 175,102 130,091 62,448 246,849 78,458 3,908 1,060,764 
Special Mention— — 4,704 4,139 3,820 5,729 1,070 — 19,462 
Substandard— 2,160 1,679 4,072 769 10,418 652 770 20,520 
Doubtful— — — 191 — 82 — — 273 
Loss— — — — — — — — — 
Total business banking139,053 227,015 181,485 138,493 67,037 263,078 80,180 4,678 1,101,019 
Residential real estate
Current and accruing378,210 711,207 389,001 104,011 70,055 455,291 — — 2,107,775 
30-89 days past due and accruing723 2,671 707 1,574 1,281 7,453 — — 14,409 
Loans 90 days or more past due and still accruing— — — — — — — — — 
Non-accrual— — 202 293 1,016 7,002 — — 8,513 
Total residential real estate378,933 713,878 389,910 105,878 72,352 469,746 — — 2,130,697 
Consumer home equity
Current and accruing74,271 11,284 6,113 5,145 22,589 78,717 956,474 6,378 1,160,971 
30-89 days past due and accruing— — — 83 101 646 5,110 — 5,940 
Loans 90 days or more past due and still accruing— — — — — — — — — 
Non-accrual— — — — 382 1,148 3,390 160 5,080 
Total consumer home equity74,271 11,284 6,113 5,228 23,072 80,511 964,974 6,538 1,171,991 
Other consumer
Current and accruing42,452 34,736 19,085 20,170 23,645 20,694 18,490 10 179,282 
30-89 days past due and accruing77 114 94 59 354 220 52 — 970 
Loans 90 days or more past due and still accruing— — — — — — — — — 
Non-accrual41 25 56 74 80 107 92 — 475 
Total other consumer42,570 34,875 19,235 20,303 24,079 21,021 18,634 10 180,727 
Total$2,492,207 $2,477,355 $1,676,860 $1,168,907 $823,239 $2,629,119 $1,597,708 $19,210 $12,884,605 
(1)The amounts presented represent the amortized cost as of September 30, 2022 of revolving loans that were converted to term loans during the nine months ended September 30, 2022.
Paycheck Protection Program (“PPP”) loans are included within the unrated category of the commercial and industrial and business banking portfolios in the table above. Commercial and industrial PPP loans and business banking PPP loans amounted to $5.3 million and $17.8 million, respectively, at September 30, 2022 and $112.8 million and $218.6 million respectively, at December 31, 2021 on a recorded investment basis. The Company does not have an allowance for loan losses for PPP loans as they are 100% guaranteed by the SBA.
Asset Quality
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The Company manages its loan portfolio with careful monitoring. As a general rule, loans more than 90 days past due with respect to principal and interest are classified as non-accrual loans. Exceptions may be made if management believes that collateral held by the Company is clearly sufficient and in full satisfaction of both principal and interest. The Company may also use discretion regarding other loans over 90 days delinquent if the loan is well secured and in the process of collection. Non-accrual loans and loans that are more than 90 days past due but still accruing interest are considered non-performing loans.
Non-accrual loans may be returned to an accrual status when principal and interest payments are no longer delinquent, and the risk characteristics of the loan have improved to the extent that there no longer exists a concern as to the collectability of principal and interest. Loans are considered past due based upon the number of days delinquent according to their contractual terms.
A loan is expected to remain on non-accrual status until it becomes current with respect to principal and interest, the loan is liquidated, or the loan is determined to be uncollectible and is charged-off against the allowance for loan losses.
The following tables show the age analysis of past due loans as of the dates indicated:
As of September 30, 2022
30-59
Days Past
Due		60-89
Days Past
Due		90 or More
Days Past
Due		Total Past
Due		CurrentTotal
Loans
(In thousands)
Commercial and industrial$— $304 $1,994 $2,298 $3,002,874 $3,005,172 
Commercial real estate— — — — 4,982,527 4,982,527 
Commercial construction— — — — 312,472 312,472 
Business banking5,591 1,188 3,609 10,388 1,090,631 1,101,019 
Residential real estate12,572 1,905 6,588 21,065 2,109,632 2,130,697 
Consumer home equity4,560 1,752 4,485 10,797 1,161,194 1,171,991 
Other consumer720 286 439 1,445 179,282 180,727 
Total$23,443 $5,435 $17,115 $45,993 $12,838,612 $12,884,605 
As of December 31, 2021
30-59
Days Past
Due		60-89
Days Past
Due		90 or More
Days Past
Due		Total Past
Due		CurrentTotal
Loans
(In thousands)
Commercial and industrial$45 $31 $1,672 $1,748 $2,958,779 $2,960,527 
Commercial real estate25,931 — 1,196 27,127 4,495,386 4,522,513 
Commercial construction— — — — 222,328 222,328 
Business banking5,043 1,793 4,640 11,476 1,323,218 1,334,694 
Residential real estate17,523 3,511 5,543 26,577 1,900,233 1,926,810 
Consumer home equity3,774 1,510 4,571 9,855 1,090,298 1,100,153 
Other consumer1,194 548 889 2,631 211,854 214,485 
Total (1)$53,510 $7,393 $18,511 $79,414 $12,202,096 $12,281,510 
(1)The amounts presented in the table above represent the recorded investment balance of loans as of December 31, 2021.
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The following table presents information regarding non-accrual loans as of the dates indicated:
As of September 30, 2022As of December 31, 2021
Non-Accrual Loans With ACLNon-Accrual Loans Without ACL (3)Total Non-Accrual LoansAmortized Cost of Loans >90 DPD and Still Accruing (2)Total Non-Accrual Loans (1)Recorded Investment >90 DPD and Still Accruing
(In thousands)
Commercial and industrial$3,363 $8,910 $12,273 $— $12,400 $— 
Commercial real estate— — — — — 1,196 
Commercial construction— — — — — — 
Business banking6,934 679 7,613 — 8,230 — 
Residential real estate8,513 — 8,513 — 6,681 769 
Consumer home equity5,080 — 5,080 — 4,732 25 
Other consumer461 14 475 — 950 — 
Total non-accrual loans$24,351 $9,603 $33,954 $— $32,993 $1,990 
(1)The amounts presented represent the recorded investment balance of loans as of December 31, 2021.
(2)“DPD” indicated in the table above refers to “days past due.”
(3)The loans on non-accrual status and without an ACL as of September 30, 2022, were primarily comprised of collateral dependent loans for which the fair value of the underlying loan collateral exceeded the loan carrying value.
The amount of interest income recognized on non-accrual loans during the three and nine months ended September 30, 2022 was not significant.
It is the Company’s policy to reverse any accrued interest when a loan is put on non-accrual status and, generally, to record any payments received from a borrower related to a loan on non-accrual status as a reduction of the amortized cost basis of the loan. Accrued interest reversed against interest income for the three and nine months ended September 30, 2022 was insignificant.
For collateral values for residential mortgage and home equity loans, the Company relies primarily upon third-party valuation information from certified appraisers and values are generally based upon recent appraisals of the underlying collateral, brokers’ opinions based upon recent sales of comparable properties, or estimated auction or liquidation values less estimated costs to sell. As of both September 30, 2022 and December 31, 2021, the Company had collateral-dependent residential mortgage and home equity loans totaling $0.6 million.
For collateral-dependent commercial loans, the amount of the allowance for loan losses is individually assessed based upon the fair value of the collateral. Various types of collateral are used, including real estate, inventory, equipment, accounts receivable, securities and cash, among others. For commercial real estate loans, the Company relies primarily upon third-party valuation information from certified appraisers and values are generally based upon recent appraisals of the underlying collateral, brokers’ opinions based upon recent sales of comparable properties, estimated equipment auction or liquidation values, income capitalization, or a combination of income capitalization and comparable sales. As of September 30, 2022 and December 31, 2021, the Company had collateral-dependent commercial loans totaling $12.8 million and $13.1 million, respectively.
Appraisals for all loan types are obtained at the time of loan origination as part of the loan approval process and are updated at the time of a loan modification and/or refinance and as considered necessary by management for impairment review purposes. In addition, appraisals are updated as required by regulatory pronouncements.
As of both September 30, 2022 and December 31, 2021, the Company had no residential real estate held in other real estate owned (“OREO”). As of both September 30, 2022 and December 31, 2021, there were no mortgage loans collateralized by residential real estate property for which formal foreclosure proceedings were in-process.
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In the normal course of business, the Company may become aware of possible credit problems in which borrowers exhibit potential for the inability to comply with the contractual terms of their loans, but which currently do not yet meet the criteria for classification as non-performing loans (which consist of non-accrual loans and loans that are more than 90 days past due but still accruing interest). Based upon the Company’s past experiences, some of the loans with potential weaknesses will ultimately be restructured or placed in non-accrual status. As of both September 30, 2022 and December 31, 2021, management is unable to reasonably estimate the amount of these loans that will be restructured or placed on non-accrual status.
Troubled Debt Restructurings (“TDR”)
As described previously in Note 2, “Summary of Significant Accounting Policies,” in cases where a borrower experiences financial difficulty and the Company makes certain concessionary modifications to contractual terms, the loan is classified as a TDR. The process through which management identifies loans as TDR loans, the methodology employed to record any loan losses, and the calculation of any shortfall on collateral dependent loans, is also described within Note 2, “Summary of Significant Accounting Policies".
In response to the novel coronavirus (“COVID-19”) pandemic, the Company has granted loan modifications to allow deferral of payments for borrowers negatively impacted by the COVID-19 pandemic. Modifications granted to customers allowed for full payment deferrals (principal and interest) or deferral of only principal payments. The balance of loans which underwent a modification and have not yet resumed payment as of September 30, 2022 and December 31, 2021 was $17.7 million and $106.7 million, respectively. The Company defines a modified loan to have resumed payment if it is one month past the modification end date and not more than 30 days past due. These modifications with active deferrals met the criteria of either Section 4013 of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) or the Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus (Revised) at the time of such modification, and therefore are not deemed troubled debt restructurings, referred to as TDRs. Additionally, loans that are performing in accordance with the contractual terms of the modification are not reflected as being past due and therefore are not impacting non-accrual or delinquency totals as of September 30, 2022 and December 31, 2021. The Company continued to accrue interest on these COVID-19 modified loans and evaluated the deferred interest for collectability as of September 30, 2022 and December 31, 2021.
The Consolidated Appropriations Act, which was enacted on December 27, 2020, extended certain provisions related to the COVID-19 pandemic in the United States (which were due to expire) and provided additional emergency relief to individuals and businesses. Included within the provisions of the Consolidated Appropriations Act was the extension to January 1, 2022 of Section 4013 of the CARES Act, which provided relief from a requirement to evaluate loans that had received a COVID-19 modification to determine if the loans required TDR treatment, provided certain criteria were met. As such, the Company applied the TDR relief granted pursuant to such section to any qualifying loan modification executed during the allowable time period.
The Company’s policy is to have any TDR loan which is on non-accrual status prior to being modified remain on non-accrual status for approximately six months subsequent to being modified before management considers its return to accrual status. If the TDR loan is on accrual status prior to being modified, it is reviewed to determine if the modified loan should remain on accrual status.
TDR loan information as of December 31, 2021 and the period then ended was prepared in accordance with GAAP effective for the Company as of December 31, 2021, or prior to the Company's adoption of ASU 2016-13.
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The following tables show the TDR loans on accrual and non-accrual status as of the dates indicated:
As of September 30, 2022
TDRs on Accrual StatusTDRs on Non-Accrual StatusTotal TDRs
Number of LoansBalance of
Loans		Number of
Loans		Balance of
Loans		Number of
Loans		Balance of
Loans
(Dollars in thousands)
Commercial and industrial2 $7,087 10 $10,248 12 $17,335 
Commercial real estate1 3,520 — — 1 3,520 
Business banking7 3,729 20 998 27 4,727 
Residential real estate117 18,268 26 3,340 143 21,608 
Consumer home equity55 3,671 16 855 71 4,526 
Other consumer— — 1 14 1 14 
Total182 $36,275 73 $15,455 255 $51,730 
As of December 31, 2021
TDRs on Accrual StatusTDRs on Non-Accrual StatusTotal TDRs
Number of LoansBalance of
Loans		Number of LoansBalance of
Loans		Number of LoansBalance of
Loans
(Dollars in thousands)
Commercial and industrial1 $3,745 6 $9,983 7 $13,728 
Commercial real estate1 3,520 — — 1 3,520 
Business banking5 3,830 3 383 8 4,213 
Residential real estate121 19,119 27 3,015 148 22,134 
Consumer home equity67 3,104 16 818 83 3,922 
Other consumer2 18 — — 2 18 
Total (1)197 $33,336 52 $14,199 249 $47,535 
(1)The amounts presented in the table above represent the recorded investment balance of loans as of December 31, 2021.
The amount of allowance for loan losses associated with the TDR loans was $1.8 million and $3.4 million at September 30, 2022 and December 31, 2021, respectively. There were no additional commitments to lend to borrowers who have been party to a TDR as of both September 30, 2022 and December 31, 2021.
The following tables show the modifications which occurred during the periods and the change in the recorded investment subsequent to the modifications occurring:
For the Three Months Ended September 30, 2022For the Nine Months Ended September 30, 2022
Number
of
Contracts		Pre-
Modification
Outstanding
Recorded
Investment		Post-
Modification
Outstanding
Recorded
Investment (1)		Number
of
Contracts		Pre-Modification
Outstanding
Recorded
Investment		Post-
Modification
Outstanding
Recorded
Investment (1)
(Dollars in thousands)
Commercial and industrial3 $2,997 $2,997 4 $5,415 $5,415 
Business banking9 284 284 20 854 862 
Residential real estate5 1,170 1,170 8 1,899 1,899 
Consumer home equity4 1,236 1,236 6 1,468 1,468 
Total21 $5,687 $5,687 38 $9,636 $9,644 
(1)The post-modification balances represent the balance of the loan on the date of modification. These amounts may show an increase when modification includes capitalization of interest.
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For the Three Months Ended September 30, 2021For the Nine Months Ended September 30, 2021
Number
of
Contracts		Pre-
Modification
Outstanding
Recorded
Investment		Post-
Modification
Outstanding
Recorded
Investment (1)		Number
of
Contracts		Pre-Modification
Outstanding
Recorded
Investment		Post-
Modification
Outstanding
Recorded
Investment (1)
(Dollars in thousands)
Business banking— $— $— 1 $462 $462 
Residential real estate— — — 1 295 295 
Consumer home equity2 200 200 2 200 200 
Total2 $200 $200 4 $957 $957 
(1)The post-modification balances represent the balance of the loan on the date of modification. These amounts may show an increase when modification includes capitalization of interest.
At September 30, 2022 and December 31, 2021, the outstanding recorded investment of loans that were new TDR loans during the nine months ended September 30, 2022 and the year ended December 31, 2021 was $9.2 million and $0.8 million, respectively. The difference between such balances reported on an amortized cost basis and recorded investment basis at both September 30, 2022 and December 31, 2021 was not significant.
The following table shows the Company’s post-modification balance of TDRs listed by type of modification during the periods indicated:
For the Three Months Ended September 30,For the Nine Months Ended September 30,
2022202120222021
(In thousands)
Extended maturity$— $200 $997 $200 
Adjusted interest rate and extended maturity123 — 535 — 
Interest only/principal deferred— — 130 — 
Covenant modification— — 2,418 — 
Court-ordered concession— — — 295 
Principal and interest deferred2,343 — 2,343 462 
Extended maturity and interest only/principal deferred2,997 — 2,997 — 
Other224 — 224 — 
Total$5,687 $200 $9,644 $957 
The following table shows the number of loans and the recorded investment amount of those loans, as of the respective date, that have been modified during the prior 12 months which have subsequently defaulted during the periods indicated. The Company considers a loan to have defaulted when it reaches 90 days past due or is transferred to non-accrual:
For the Three Months Ended September 30,For the Nine Months Ended September 30,
2022202120222021
Number of
Contracts		Recorded
Investment		Number of
Contracts		Recorded
Investment		Number of
Contracts		Recorded
Investment		Number of
Contracts		Recorded
Investment
(Dollars in thousands)
Troubled debt restructurings that subsequently defaulted (1):
Business banking— $— — $— — $— 1 $404 
Consumer home equity— — — — — — 1 56 
Total— $— — $— — $— 2 $460 
(1)This table does not reflect any TDRs which were fully charged off, paid off, or otherwise settled during the period.
During both the three months ended September 30, 2022 and 2021, no amounts were charged-off on TDRs modified in the prior 12 months. During the nine months ended September 30, 2022 no amounts were charged-off on TDRs modified in the prior 12 months.
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Loan Participations
The Company occasionally purchases commercial loan participations, or participates in syndications through the SNC Program. These participations meet the same underwriting, credit and portfolio management standards as the Company’s other loans and are applied against the same criteria to determine the allowance for loan losses as other loans.
The following table summarizes the Company’s loan participations:
As of and for the Nine Months Ended September 30, 2022As of and for the Year Ended December 31, 2021
Balance (1)Non-performing
Loan Rate
(%)		Gross
Charge-offs		Balance (1)Non-performing
Loan Rate
(%)		Gross
Charge-offs
(Dollars in thousands)
Commercial and industrial$878,861 0.82 %$— $732,425 1.36 %$— 
Commercial real estate406,089 0.00 %— 362,898 0.00 %— 
Commercial construction76,913 0.00 %— 37,081 0.00 %— 
Business banking56 0.00 %3 98 0.00 %— 
Total loan participations$1,361,919 0.53 %$3 $1,132,502 0.88 %$— 
(1)The balance of loan participations as of September 30, 2022 represents the amortized cost basis and the balance as of December 31, 2021 represents the recorded investment balance. The difference between amortized cost basis and recorded investment basis as of September 30, 2022 is not material.
5. Loans and Allowance for Loan Losses
Allowance for Loan Losses
As disclosed in Note 2, “Summary of Significant Accounting Policies,” the Company adopted ASU 2016-13 effective January 1, 2022. As required by GAAP, the Company has included comparative prior period disclosures of its allowance for loan losses which were prepared in accordance with ASC 450, “Contingencies” and ASC 310, “Receivables” (i.e., prior to the Company’s adoption of ASU 2016-13). Refer to the Company’s 2021 Form 10-K for significant accounting policies related to the Company’s allowance for loan losses as of December 31, 2021. A discussion of the Company’s calculation of its allowance for loan losses for such prior periods follows.
The allowance for loan losses was established to provide for probable losses incurred in the Company’s loan portfolio at the balance sheet date and was established through a provision for loan losses charged to net income. Charge-offs, net of recoveries, were charged directly to the allowance. Commercial and residential loans were charged-off in the period in which they are deemed uncollectible. Delinquent loans in these product types were subject to ongoing review and analysis to determine if a charge-off in the current period was appropriate. For consumer loans, policies and procedures existed that required charge-off consideration upon a certain triggering event depending on the product type.
Management used a methodology to systematically estimate the amount of loss incurred in the portfolio. Commercial real estate, commercial and industrial, commercial construction and business banking loans were evaluated using a loan rating system, historical losses and other factors which formed the basis for estimating incurred losses. Portfolios of more homogeneous populations of loans, including residential mortgages and consumer loans, were analyzed as groups taking into account delinquency ratios, historical loss experience and charge-offs. For the purpose of estimating the allowance for loan losses, management segregated the loan portfolio into the categories noted in the credit quality tables presented in the “Credit Quality” section below. Each of these loan categories possesses unique risk characteristics such as the purpose of the loan, repayment source, and collateral. These characteristics were considered when determining the appropriate level of the allowance for each category. The Company’s historical approach to loan portfolio segmentation by risk characteristics and monitoring of credit quality for commercial loans under previous accounting guidance was consistent with that applied under the newly adopted CECL standard. See Note 4, “Loans and Allowance for Credit Losses” for further discussion regarding the Company’s policies for loan segmentation and credit monitoring.
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The following tables summarize the changes in the allowance for loan losses by loan category for the three and nine months ended September 30, 2021:
For the Three Months Ended September 30, 2021
Commercial
and
Industrial		Commercial
Real Estate		Commercial
Construction		Business
Banking		Residential
Real Estate		Consumer
Home Equity		Other
Consumer		OtherTotal
(In thousands)
Allowance for loan losses:
Beginning balance$22,596 $52,759 $3,446 $12,705 $6,478 $3,588 $3,626 $439 $105,637 
Charge-offs— (8)— (867)— — (742)— (1,617)
Recoveries40 — — 469 88 63 206 — 866 
(Release of) Provision(2,007)1,435 (44)(929)(136)(16)297 (88)(1,488)
Ending balance
$20,629 $54,186 $3,402 $11,378 $6,430 $3,635 $3,387 $351 $103,398 
For the Nine Months Ended September 30, 2021
Commercial
and
Industrial		Commercial
Real Estate		Commercial
Construction		Business
Banking		Residential
Real Estate		Consumer
Home Equity		Other
Consumer		OtherTotal
(In thousands)
Allowance for loan losses:
Beginning balance$26,617 $54,569 $4,553 $13,152 $6,435 $3,744 $3,467 $494 $113,031 
Charge-offs(550)(242)— (4,089)— — (1,381)— (6,262)
Recoveries62 4 — 1,125 115 137 554 — 1,997 
(Release of) Provision(5,500)(145)(1,151)1,190 (120)(246)747 (143)(5,368)
Ending balance
$20,629 $54,186 $3,402 $11,378 $6,430 $3,635 $3,387 $351 $103,398 
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The following tables bifurcate the amount of loans and the allowance for loan losses allocated to each loan category based on the type of impairment analysis as of December 31, 2021:
As of December 31, 2021
Commercial
and
Industrial		Commercial
Real Estate		Commercial
Construction		Business
Banking		Residential
Real Estate		Consumer
Home Equity		Other
Consumer		OtherTotal
(In thousands)
Allowance for loan losses ending balance:
Individually evaluated for impairment$1,540 $— $— $450 $1,549 $270 $161 $— $3,970 
Acquired with deteriorated credit quality5 298 — — 243 — — — 546 
Collectively evaluated for impairment16,473 52,075 2,585 10,533 4,764 3,452 3,147 242 93,271 
Total allowance for loan losses by group$18,018 $52,373 $2,585 $10,983 $6,556 $3,722 $3,308 $242 $97,787 
Loans ending balance:
Individually evaluated for impairment$16,145 $3,520 $— $12,060 $22,378 $3,922 $179 $— $58,204 
Acquired with deteriorated credit quality19,028 47,553 — — 3,058 — — — 69,639 
Collectively evaluated for impairment2,925,354 4,471,440 222,328 1,322,634 1,901,374 1,096,231 214,306 — 12,153,667 
Total loans by group$2,960,527 $4,522,513 $222,328 $1,334,694 $1,926,810 $1,100,153 $214,485 $— $12,281,510 
Credit Quality
The following tables detail the internal risk-rating categories for the Company’s commercial and industrial, commercial real estate, commercial construction and business banking portfolios:
As of December 31, 2021
CategoryCommercial and
Industrial		Commercial
Real Estate		Commercial
Construction		Business
Banking		Total
(In thousands)
Unrated$171,537 $4,378 $— $696,629 $872,544 
Pass2,656,873 4,199,803 213,744 569,956 7,640,376 
Special mention70,141 104,517 1,889 50,085 226,632 
Substandard50,339 213,815 6,695 17,814 288,663 
Doubtful11,637 — — 210 11,847 
Loss— — — — — 
Total$2,960,527 $4,522,513 $222,328 $1,334,694 $9,040,062 
PPP loans are included within the unrated category of the commercial and industrial and business banking portfolios in the table above. Commercial and industrial PPP loans and business banking PPP loans amounted to $112.8 million and $218.6 million, respectively, at December 31, 2021. The Company does not have an allowance for loan losses for PPP loans as they are 100% guaranteed by the SBA.
Impaired Loans
Under previous accounting guidance, impaired loans consisted of all loans for which management had determined it was probable that the Company would be unable to collect all amounts due according to the contractual terms of the loan
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agreements. Factors considered by management in determining impairment included payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due.
The Company measured impairment of loans using a discounted cash flow method, the loan’s observable market price, or the fair value of the collateral if the loan was collateral dependent. The Company defined the population of impaired loans to include certain non-accrual loans, TDR loans, and residential and home equity loans that had been partially charged off.
The following table summarizes the Company’s impaired loans by loan portfolio as of December 31, 2021:
As of December 31, 2021
Recorded
Investment		Unpaid
Principal
Balance		Related
Allowance
(In thousands)
With no related allowance recorded:
Commercial and industrial$12,309 $13,212 $— 
Commercial real estate3,520 3,520 — 
Business banking4,199 5,069 — 
Residential real estate11,217 12,587 — 
Consumer home equity1,924 1,924 — 
Other consumer18 18 — 
Sub-total33,187 36,330 — 
With an allowance recorded:
Commercial and industrial3,836 4,226 1,540 
Business banking7,861 11,240 450 
Residential real estate11,161 11,161 1,549 
Consumer home equity1,998 1,998 270 
Other consumer161 161 161 
Sub-total25,017 28,786 3,970 
Total$58,204 $65,116 $3,970 
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The following table displays information regarding interest income recognized on impaired loans, by portfolio, for the three and nine months ended September 30, 2021:
For the Three Months Ended September 30, 2021For the Nine Months Ended September 30, 2021
Average Recorded InvestmentTotal Interest RecognizedAverage Recorded InvestmentTotal Interest Recognized
(In thousands)
With no related allowance recorded:
Commercial and industrial$12,517 $39 $11,405 $131 
Commercial real estate3,909 45 4,047 133 
Business banking3,988 25 4,586 75 
Residential real estate11,561 113 12,349 344 
Consumer home equity1,877 13 1,988 47 
Other consumer22 — 24 — 
Sub-total33,874 235 34,399 730 
With an allowance recorded:
Commercial and industrial7,808 — 7,849 — 
Commercial real estate— — 271 — 
Business banking12,642 14 14,560 43 
Residential real estate12,290 127 13,093 387 
Consumer home equity2,108 15 2,232 53 
Other consumer67 — 22 — 
Sub-total34,915 156 38,027 483 
Total$68,789 $391 $72,426 $1,213 
Purchased Credit Impaired Loans
The following table displays the outstanding and carrying amounts of PCI loans as of December 31, 2021:
As of December 31, 2021
(In thousands)
Outstanding balance$78,074 
Carrying amount69,639 
Under previous accounting guidance, the excess of cash flows expected to be collected over the carrying amount of the loans, referred to as the “accretable yield,” was accreted into interest income over the life of the loans using the effective yield method. The following table summarizes activity in the accretable yield for the PCI loan portfolio:
For the Three Months Ended September 30, 2021For the Nine Months Ended September 30, 2021
(In thousands)
Balance at beginning of period$2,981 $2,495 
Accretion(245)(877)
Other change in expected cash flows(1,161)(1,370)
Reclassification from non-accretable difference for loans with improved cash flows— 1,327 
Balance at end of period$1,575 $1,575 
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The estimate of cash flows expected to be collected was regularly re-assessed subsequent to acquisition. A decrease in expected cash flows in subsequent periods may have indicated that the loan was impaired which would require the establishment of an allowance for loan losses by a charge to the provision for loan losses. An increase in expected cash flows in subsequent periods served, first, to reduce any previously established allowance for loan losses by the increase in the present value of cash flows expected to be collected, and resulted in a recalculation of the amount of accretable yield for the loan. The adjustment of accretable yield due to an increase in expected cash flows was accounted for as a change in estimate. The additional cash flows expected to be collected were reclassified from the non-accretable difference to the accretable yield, and the amount of periodic accretion was adjusted accordingly over the remaining life of the loans.
6. Leases
The Company leases certain office space and equipment under various non-cancelable operating leases. These leases have original terms ranging from 1 year to 25 years. Operating lease liabilities and right-of-use (“ROU”) assets are recognized at the lease commencement date based upon the present value of the future minimum lease payments over the lease term. Operating lease liabilities are recorded within other liabilities and ROU assets are recorded within other assets in the Company’s consolidated balance sheets.
As of the dates indicated, the Company had the following related to operating leases:
As of September 30, 2022As of December 31, 2021
(In thousands)
Right-of-use assets$60,247 $83,821 
Lease liabilities64,265 89,296 
Finance leases are not material. Finance lease liabilities are recorded within other liabilities and finance ROU assets are recorded within other assets in the Company’s consolidated balance sheets.
The following tables are a summary of the Company’s components of net lease cost for the periods indicated:
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
(In thousands)
Operating lease cost$3,620 $3,478 $10,999 $10,560 
Finance lease cost90 50 270 116 
Variable lease cost606 617 2,036 1,564 
Total lease cost$4,316 $4,145 $13,305 $12,240 
During the three and nine months ended September 30, 2022, the Company made $3.8 million and $13.3 million, respectively, in cash payments for operating and finance lease payments. During the three and nine months ended September 30, 2021, the Company made $3.5 million and $10.6 million, respectively, in cash payments for operating and finance lease payments.
Supplemental balance sheet information related to operating leases are as follows:
As of September 30, 2022As of December 31, 2021
Weighted-average remaining lease term (in years)7.177.83
Weighted-average discount rate2.58 %2.52 %
During the three months ended September 30, 2022, management determined not to exercise a future lease term extension option related to one lease, which had previously been included in its determination of future lease payments, and to terminate another lease. Accordingly, the Company remeasured the present value of the future lease payments related to such
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leases which resulted in a reduction of the lease liabilities and a corresponding reduction of the lease ROU assets of $14.1 million.
The following table sets forth the undiscounted cash flows of base rent related to operating leases outstanding as of September 30, 2022 with payments scheduled over the next five years and thereafter, including a reconciliation to the operating lease liability recognized in other liabilities in the Company’s consolidated balance sheets:
As of September 30, 2022
Year(In thousands)
Remainder of 2022$3,715 
202314,255 
202411,446 
20259,350 
20267,868 
Thereafter24,086 
Total minimum lease payments70,720 
Less: amount representing interest6,455 
Present value of future minimum lease payments$64,265 
7. Goodwill and Other Intangibles
The following tables set forth the carrying amount of goodwill and other intangible assets, net of accumulated amortization, by reporting unit as of the dates indicated below:
As of September 30, 2022
Banking
Business		Insurance
Agency Business		Net
Carrying
Amount
(In thousands)
Balances not subject to amortization
Goodwill$557,635 $82,587 $640,222 
Balances subject to amortization
Insurance agency (1)— 11,327 11,327 
Core deposit intangible10,673 — 10,673 
Total other intangible assets10,673 11,327 22,000 
Total goodwill and other intangible assets$568,308 $93,914 $662,222 
(1)Insurance agency intangible assets include customer list, non-compete agreement and supplier relationship intangible assets.
As of December 31, 2021
Banking
Business		Insurance
Agency Business		Net
Carrying
Amount
(In thousands)
Balances not subject to amortization
Goodwill$557,635 $73,861 $631,496 
Balances subject to amortization
Insurance agency (1)— 6,635 6,635 
Core deposit intangible11,572 — 11,572 
Total other intangible assets11,572 6,635 18,207 
Total goodwill and other intangible assets$569,207 $80,496 $649,703 
(1)Insurance agency intangible assets include customer list, non-compete agreement and supplier relationship intangible assets.
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During the nine months ended September 30, 2022, the Company completed acquisitions of two insurance agencies for cash consideration of $5.2 million and $8.2 million, respectively, for aggregate total consideration of $13.4 million. Both acquisitions were categorized as business combinations and were accounted for using the acquisition method. The following table summarizes the aggregate estimated fair value of the assets acquired and liabilities assumed for these acquisitions:
For the Nine Months Ended September 30, 2022
(In thousands)
Assets acquired:
Customer list intangible$6,120 
Non-compete intangible440 
Other40 
Total assets acquired6,600 
Consideration:
Total cash paid(13,400)
Contingent consideration(1,926)
Other liabilities assumed— 
Total fair value of consideration(15,326)
Goodwill$8,726 
The Company quantitatively assesses goodwill for impairment at the reporting unit level on an annual basis or sooner if an event occurs or circumstances change which might indicate that the fair value of a reporting unit is below its carrying amount. The Company has identified and assigned goodwill to two reporting units - the banking business and insurance agency business. The quantitative assessments for both the banking business and insurance agency business were most recently performed as of September 30, 2022. The assessment for the banking business included a market capitalization analysis, as well as a comparison of the banking business’ book value to the implied fair value using a pricing multiple of the Company’s tangible book value. The assessment for the insurance agency business included a price-to-earnings analysis, as well as an earnings before interest, taxes, depreciation, and amortization (“EBITDA”) multiplier valuation based upon recent and observed agency mergers and acquisitions. The Company considered the economic conditions for the period, including the potential impact of the COVID-19 pandemic, as it pertains to the goodwill above and determined that there was no indication of impairment related to goodwill as of September 30, 2022 or December 31, 2021.
Other intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Company also considered the impact of the COVID-19 pandemic as it pertains to these intangible assets and determined that there was no indication of impairment related to other intangible assets as of September 30, 2022 or December 31, 2021.
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8. Earnings Per Share (“EPS”)
Basic EPS represents income available to common shareholders divided by the weighted-average number of common shares outstanding during the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common shares (such as stock options) were exercised or converted into additional common shares that would then share in the earnings of the Company. Diluted EPS is computed by dividing net income attributable to common shareholders by the weighted-average number of common shares outstanding for the period, plus the effect of potential dilutive common share equivalents computed using the treasury stock method. There were no securities that had a dilutive effect during the three and nine months ended September 30, 2021. Shares held by the Employee Stock Ownership Plan (“ESOP”) that have not been allocated to employees in accordance with the terms of the ESOP, referred to as “unallocated ESOP shares,” are not deemed outstanding for earnings per share calculations.
For the Three Months Ended September 30, 2022For the Nine Months Ended September 30, 2022
(Dollars in thousands, except per share data)
Net income applicable to common shares$54,777 $157,465 
Average number of common shares outstanding177,677,074 180,764,479 
Less: Average unallocated ESOP shares(13,958,112)(14,082,257)
Average number of common shares outstanding used to calculate basic earnings per common share163,718,962166,682,222
Common stock equivalents310,687 185,421 
Average number of common shares outstanding used to calculate diluted earnings per common share164,029,649166,867,643
Earnings per common share
Basic $0.33 $0.94 
Diluted$0.33 $0.94 
For the Three Months Ended September 30, 2021For the Nine Months Ended September 30, 2021
(Dollars in thousands, except per share data)
Net income applicable to common shares$37,106 $119,578 
Average number of common shares outstanding186,758,154 186,758,154 
Less: Average unallocated ESOP shares(14,459,539)(14,583,685)
Average number of common shares outstanding used to calculate basic earnings per common share172,298,615 172,174,469 
Common stock equivalents— — 
Average number of common shares outstanding used to calculate diluted earnings per common share172,298,615 172,174,469 
Earnings per common share
Basic$0.22 $0.69 
Diluted$0.22 $0.69 
9. Low Income Housing Tax Credits and Other Tax Credit Investments
The Community Reinvestment Act (“CRA”) encourages banks to meet the credit needs of their communities for housing and other purposes, particularly in neighborhoods with low or moderate income. The Company has primarily invested in separate Low Income Housing Tax Credits (“LIHTC”) projects, also referred to as qualified affordable housing projects, which provide the Company with tax credits and operating loss tax benefits over a period of approximately 15 years. The return on these investments is generally generated through tax credits and tax losses. In addition to LIHTC projects, the Company invests in new markets tax credit projects that qualify for CRA credits and eligible projects that qualify for renewable energy and historic tax credits.
As of September 30, 2022 and December 31, 2021, the Company had $108.5 million and $83.8 million, respectively, in tax credit investments that were included in other assets in the consolidated balance sheets.
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When permissible, the Company accounts for its investments in LIHTC projects using the proportional amortization method, under which it amortizes the initial cost of the investment in proportion to the amount of the tax credits and other tax benefits received and recognizes that amortization as a component of income tax expense. The net investment in the housing projects is included in other assets. The Company will continue to use the proportional amortization method on any new qualifying LIHTC investments.
The following table presents the Company’s investments in low income housing projects accounted for using the proportional amortization method for the periods indicated:
As of September 30, 2022As of December 31, 2021
(In thousands)
Current recorded investment included in other assets$105,797 $81,035 
Commitments to fund qualified affordable housing projects included in recorded investment noted above
63,809 48,399 
The following table presents additional information related to the Company’s investments in LIHTC projects for the periods indicated:
For the Three Months Ended September 30,For the Nine Months Ended September 30,
2022202120222021
(In thousands)
Tax credits and benefits recognized$2,333 $1,730 $6,988 $4,717 
Amortization expense included in income tax expense1,886 1,496 5,616 4,255 
The Company accounts for certain other investments in renewable energy projects using the equity method of accounting. These investments in renewable energy projects are included in other assets on the consolidated balance sheets and totaled $2.7 million and $2.8 million as of September 30, 2022 and December 31, 2021, respectively. There were no outstanding commitments related to these investments as of both September 30, 2022 and December 31, 2021.
10. Shareholders’ Equity
Share Repurchases
On November 12, 2021, the Company announced receipt of a notice of non-objection from the Board of Governors of the Federal Reserve System to its previously announced share repurchase program which was approved by the Company’s Board of Directors on October 1, 2021. The program authorized the purchase of up to 9,337,900 shares, or 5% of the Company’s then-outstanding shares of common stock over a 12-month period. The program was limited to $225.0 million through November 30, 2022. The Company completed the repurchase of the total number of shares authorized through this program during the three months ended September 30, 2022.
On September 7, 2022, the Company announced receipt of a notice of non-objection from the Federal Reserve for a new share repurchase program. The program, which authorizes the purchase of up to 8,900,000 shares, or 5% of the Company’s then-outstanding shares of common stock over a 12-month period, is limited to $200.0 million through August 31, 2023.
Repurchases are made at management’s discretion from time to time at prices management considers to be attractive and in the best interests of both the Company and its shareholders, subject to the availability of shares, general market conditions, the trading price of the shares, alternative uses for capital, and the Company’s financial performance. Repurchases may be suspended, terminated or modified by the Company at any time for any reason.
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Information regarding the shares repurchased under the plans is presented in the following table:
PeriodTotal Number of Shares RepurchasedAverage Price Paid per ShareTotal Number of Shares Repurchased as Part of the Share Repurchase Programs at the end of Each Respective PeriodMaximum Number of Shares That May Yet Be Purchased Under the Share Repurchase Programs at the end of Each Respective Period
January 1, 2022 –  January 31, 2022
987,526$21.02 2,123,4047,214,496
February 1, 2022 –  February 28, 2022
1,109,69721.08 3,233,1016,104,799
March 1, 2022 –  March 31, 2022
769,39821.31 4,002,4995,335,401
April 1, 2022 – April 30, 20221,194,185 20.19 5,196,684 4,141,216 
May 1, 2022 – May 31, 20221,880,381 18.93 7,077,065 2,260,835 
June 1, 2022 – June 30, 20221,141,903 18.78 8,218,968 1,118,932 
July 1, 2022 – July 31, 2022909,785 19.02 9,128,753 209,147 
August 1, 2022 - August 31, 2022— — 9,128,753 209,147 
September 1, 2022 – September 30, 2022571,463 20.33 9,700,216 8,537,684 
The Company repurchased no shares of its common stock during the three and nine months ended September 30, 2021.
Dividends
Information regarding dividends declared and paid is presented in the following table:
Dividends Declared per ShareDividends DeclaredDividends Paid
(In millions, except per share data)
Three Months Ended March 31, 2022$0.10 $17.1 $16.9 
Three Months Ended June 30, 20220.10 16.7 16.5 
Three Months Ended September 30, 20220.10 16.5 16.3 
Three Months Ended March 31, 2021$0.06 $10.3 $10.3 
Three Months Ended June 30, 20210.08 13.8 13.8 
Three Months Ended September 30, 20210.08 13.8 13.8 
11. Employee Benefits
Pension Plans
The Company provides pension benefits for its employees through membership in the Savings Banks Employees’ Retirement Association. The plan through which benefits are provided is a noncontributory, qualified defined benefit plan and is referred to as the Defined Benefit Plan. The Company’s annual contribution to the Defined Benefit Plan is based upon standards established by the Pension Protection Act. The contribution is based on an actuarial method intended to provide not only for benefits attributable to service to date, but also for those expected to be earned in the future. The Defined Benefit Plan has a plan year end of October 31.
The Company has an unfunded Defined Benefit Supplemental Executive Retirement Plan (“DB SERP”) that provides certain retired officers with defined pension benefits in excess of qualified plan limits imposed by U.S. federal tax law. The DB SERP has a plan year end of December 31.
In addition, the Company has an unfunded Benefit Equalization Plan (“BEP”) to provide retirement benefits to certain employees whose retirement benefits under the qualified pension plan are limited per the Internal Revenue Code. The BEP has a plan year end of October 31.
The Company also has an unfunded Outside Directors’ Retainer Continuance Plan (“ODRCP”) that provides pension benefits to outside directors who retire from service. The ODRCP has a plan year end of December 31. Effective December 31, 2020, the Company closed the ODRCP to new participants and froze benefit accruals for active participants.
Components of Net Periodic Benefit Cost
The components of net pension expense for the plans for the periods indicated are as follows:
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Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
(In thousands)
Components of net periodic benefit cost:
Service cost$8,094 $7,896 $24,278 $23,690 
Interest cost2,429 1,269 7,289 3,805 
Expected return on plan assets(9,280)(8,141)(27,842)(24,424)
Prior service credit(2,971)(2,945)(8,911)(8,835)
Recognized net actuarial loss2,799 3,537 8,395 10,612 
Net periodic benefit cost$1,071 $1,616 $3,209 $4,848 
Service costs for the Defined Benefit Plan and the BEP are recognized within salaries and employee benefits in the consolidated statements of income. There were no service costs associated with the DB SERP or ODRCP during the three and nine months ended September 30, 2022 and September 30, 2021. The remaining components of net periodic benefit cost are recognized in other noninterest expense in the consolidated statements of income.
In accordance with the Pension Protection Act, the Company was not required to make any contributions to the Defined Benefit Plan for the plan year beginning November 1, 2021. However, the Company made a discretionary contribution to the Defined Benefit Plan of $7.2 million during the nine months ended September 30, 2022. In accordance with the Pension Protection Act, the Company was not required to make any contributions to the Defined Benefit Plan for the plan year beginning November 1, 2020. Accordingly, during the three and nine months ended September 30, 2021, there were no contributions made to the Defined Benefit Plan.
Rabbi Trust Variable Interest Entities
The Company established rabbi trusts to meet its obligations under certain executive non-qualified retirement benefits and deferred compensation plans and to mitigate the expense volatility of the aforementioned retirement plans. The rabbi trusts are considered variable interest entities (“VIE”) as the equity investment at risk is insufficient to permit the trusts to finance their activities without additional subordinated financial support from the Company. The Company is considered the primary beneficiary of the rabbi trusts as it has the power to direct the activities of the rabbi trusts that significantly affect the rabbi trusts’ economic performance and it has the obligation to absorb losses of the rabbi trusts that could potentially be significant to the rabbi trusts by virtue of its contingent call options on the rabbi trusts’ assets in the event of the Company’s bankruptcy. As the primary beneficiary of these VIEs, the Company consolidates the rabbi trust investments. In general, the rabbi trust investments and any earnings received thereon are accumulated, reinvested and used exclusively for trust purposes. These rabbi trust investments consist primarily of cash and cash equivalents, U.S. government agency obligations, equity securities, mutual funds and other exchange-traded funds, and are recorded at fair value in other assets in the Company's consolidated balance sheets. Changes in fair value are recorded in noninterest income in the Company's consolidated statements of income. At September 30, 2022 and December 31, 2021 the amount of rabbi trust investments at fair value were $71.7 million and $104.4 million, respectively.
The following table presents the book value, mark-to-market, and fair value of assets held in rabbi trust accounts by asset type:
As of September 30, 2022As of December 31, 2021
Book ValueMark-to-MarketFair ValueBook ValueMark-to-MarketFair Value
Asset Type(In thousands)
Cash and cash equivalents$5,427 $— $5,427 $4,494 $— $4,494 
Equities (1)59,424 (132)59,292 67,401 24,295 91,696 
Fixed income7,810 (879)6,931 8,126 56 8,182 
Total assets$72,661 $(1,011)$71,650 $80,021 $24,351 $104,372 
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(1)Equities include mutual funds and other exchange-traded funds.
Share-Based Compensation Plan
On November 29, 2021, the shareholders of the Company approved the Eastern Bankshares, Inc. 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan provides for the issuance of up to 26,146,141 shares of common stock pursuant to grants of restricted stock, restricted stock units (“RSUs”), non-qualified stock options and incentive stock options, any or all of which can be granted with performance-based vesting conditions. Under the 2021 Plan, 7,470,326 shares may be issued as restricted stock or RSUs, including those issued as performance shares and performance share units (“PSUs”), and 18,675,815 shares may be issued upon the exercise of stock options. These shares may be awarded from the Company’s authorized but unissued shares. However, the 2021 Plan permits the grant of additional awards of restricted stock or RSUs above the aforementioned limit, provided that, for each additional share of restricted stock or RSU awarded in excess of such limit, the pool of shares available to be issued upon the exercise of stock options will be reduced by three shares. Pursuant to the terms of the 2021 Plan, each of the Company’s non-employee directors were automatically granted awards of restricted stock on November 30, 2021. Such restricted stock awards vest pro-rata on an annual basis over a five-year period. The maximum term for stock options is ten years.
On March 1, 2022, the Company granted to all of the Company’s executive officers and certain other employees a total of 978,364 RSUs, which vest pro-rata on an annual basis over a period of three or five years, and a total of 533,676 PSUs, for which vesting is contingent upon the Compensation Committee of the Board of Director’s certification, after the conclusion of a three-year period, that the Company has attained a threshold level of certain performance criteria over such period. On May 17, 2022, the Company granted a total of 31,559 shares of restricted stock to the Company’s non-employee directors which vest after approximately one year from the date of grant. As of September 30, 2022 and December 31, 2021, there were 5,243,671 shares and 6,787,270 shares that remained available for issuance as restricted stock or RSU awards, respectively, and 18,675,815 shares that remain available for issuance upon the exercise of stock options at both dates. As of both September 30, 2022 and December 31, 2021, no stock options had been awarded under the 2021 Plan.
The following table summarizes the Company’s restricted stock award activity for the nine months ended September 30, 2022:
Number of SharesWeighted-Average Grant Price Per Share
Non-vested restricted stock as of December 31, 2021
683,056$20.13 
Granted31,55919.17 
Non-vested restricted stock as of September 30, 2022
714,615$20.09 
The following table summarizes the Company’s restricted stock unit activity for the nine months ended September 30, 2022:
Number of SharesWeighted-Average Grant Price Per Share
Non-vested restricted stock units as of December 31, 2021
—$— 
Granted978,36421.08 
Forfeited(6,039)21.08 
Non-vested restricted stock units as of September 30, 2022
972,325$21.08 
The following table summarizes the Company’s performance stock unit activity for the nine months ended September 30, 2022:
Number of SharesWeighted-Average Grant Price Per Share
Non-vested performance stock units as of December 31, 2021
—$— 
Granted533,67621.12 
Non-vested performance stock units as of September 30, 2022
533,676$21.12 
As of both September 30, 2022 and December 31, 2021, no awards had vested.
For the three months ended September 30, 2022, share-based compensation expense under the 2021 Plan and the related tax benefit totaled $3.6 million and $1.0 million, respectively. For the nine months ended September 30, 2022, share-
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based compensation expense under the 2021 Plan and the related tax benefit totaled $8.1 million and $2.3 million, respectively. No share-based compensation expense was incurred for the three and nine months ended September 30, 2021 as the Company began granting awards in November 2021.
As of September 30, 2022 and December 31, 2021, there was $40.8 million and $13.5 million, respectively, of total unrecognized compensation expense related to unvested restricted stock awards, restricted stock units and performance stock units granted and issued under the 2021 Plan, as applicable. As of September 30, 2022, this cost is expected to be recognized over a weighted average remaining period of approximately 3.6 years. As of December 31, 2021, this cost was expected to be recognized over a weighted average remaining period of approximately 4.9 years.
12. Commitments and Contingencies
Financial Instruments with Off-Balance Sheet Risk
In order to meet the financing needs of its customers and to reduce its own exposure to fluctuations in interest rates, the Company is party to financial instruments with off-balance sheet risk in the normal course of business. These financial instruments include commitments to extend credit, standby letters of credit, and forward commitments to sell loans, all of which involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets. The contract or notional amounts of those instruments reflect the extent of involvement the Company has in each particular class of financial instruments.
Substantially all of the Company’s commitments to extend credit, which normally have fixed expiration dates or termination clauses, are contingent upon customers maintaining specific credit standards at the time of loan funding. Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. In the event the customer does not perform in accordance with the terms of agreement with the third party, the Company would be required to fund the commitment. The maximum potential amount of future payments the Company could be required to make is represented by the contractual amount of the commitment. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. For forward loan sale commitments, the contract or notional amount does not represent exposure to credit loss. The Company does not sell loans with recourse.
The following table summarizes the above financial instruments as of the dates indicated:
As of September 30, 2022As of December 31, 2021
(In thousands)
Commitments to extend credit$5,605,713 $5,175,521 
Standby letters of credit66,467 65,602 
Forward commitments to sell loans8,139 24,440 
Other Contingencies
The Company has been named a defendant in various legal proceedings arising in the normal course of business. Set out below are descriptions of significant legal matters involving the Company and its subsidiaries. In the opinion of management, based on the advice of legal counsel, the ultimate resolution of these proceedings will not have a material effect on the Company’s consolidated financial statements.
In the second quarter of 2021, the Company entered into a preliminary settlement of two purported class action matters concerning overdraft and nonsufficient funds fees. The matters were filed in the Massachusetts Superior Court in November 2019 and April 2021, respectively, and were consolidated into one matter for final settlement purposes. The matters were settled during the first quarter of 2022 and the total settlement expense, including related costs, was $3.3 million. The Company incurred no costs in 2022 related to these matters as the total settlement expense had been accrued in 2021 when management determined the loss contingency to be both probable and estimable. The Company’s regulators conducted inquiries and reviewed data related to one of these class action matters and, in February 2022, made an additional request for data and notified management that they may require additional restitution for certain matters associated with the nonsufficient funds fees matter. Based on this discussion, management believed that a loss contingency for this restitution was probable but was not able to determine a reasonable estimate for the loss. However, later during the first quarter of 2022, the Company was informed by its regulators that no additional remediation on this issue would be required. As a result, as of September 30, 2022, management no longer believes that a loss contingency for restitution associated with this issue is probable.
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As a member of the Federal Reserve System, the Bank is required to maintain certain reserves of vault cash and/or deposits with the Federal Reserve Bank of Boston (the “FRBB”). However, in response to the COVID-19 pandemic, the Federal Reserve temporarily eliminated reserve requirements and therefore there was no minimum reserve requirement as of either September 30, 2022 or December 31, 2021.
13. Derivative Financial Instruments
The Company uses derivative financial instruments to manage its interest rate risk resulting from the differences in the amount, timing, and duration of known or expected cash receipts and known or expected cash payments. Additionally, the Company enters into interest rate derivatives and foreign exchange contracts to accommodate the business requirements of its customers (“customer-related positions”) and risk participation agreements entered into as financial guarantees of performance on customer-related interest rate swap derivatives. The Company also enters into residential mortgage loan commitments to fund mortgage loans at specified rates and times in the future and enters into forward sale commitments to sell such residential mortgage loans at specified prices and times in the future, both of which are considered derivative instruments. Derivative instruments are carried at fair value in the Company’s financial statements. The accounting for changes in the fair value of a derivative instrument is dependent upon whether or not the instrument qualifies as a hedge for accounting purposes, and further, by the type of hedging relationship.
By using derivatives, the Company is exposed to credit risk to the extent that counterparties to the derivative contracts do not perform as required. Should a counterparty fail to perform under the terms of a derivative contract, the Company’s credit exposure on interest rate swaps is limited to the net positive fair value and accrued interest of all swaps with each counterparty plus any initial margin collateral posted. The Company seeks to minimize counterparty credit risk through credit approvals, limits, monitoring procedures, and obtaining collateral, where appropriate. As such, management believes the risk of incurring credit losses on derivative contracts with those counterparties is remote. The Company’s discounting methodology and interest calculation of cash margin uses the Secured Overnight Financing Rate, or SOFR, for U.S. dollar cleared interest rate swaps.
Interest Rate Positions
An interest rate swap is an agreement whereby one party agrees to pay a floating rate of interest on a notional principal amount in exchange for receiving a fixed rate of interest on the same notional amount, for a predetermined period of time, from a second party. The amounts relating to the notional principal amount are not actually exchanged. The Company has entered into interest rate swaps in which it pays floating and receives fixed interest in order to manage its interest rate risk exposure to the variability in interest cash flows on certain floating-rate loans. Such interest rate swaps include those which effectively convert the floating rate one-month LIBOR, SOFR or overnight indexed swap rate, or prime rate interest payments received on the loans to a fixed rate and consequently reduce the Company’s exposure to variability in short-term interest rates. For interest rate swaps that are accounted for as cash flow hedges, changes in fair value are included in other comprehensive income and reclassified into net income in the same period or periods during which the hedged forecasted transaction affects net income. The following table reflects the Company’s derivative positions as of September 30, 2022 for interest rate swaps which qualify as cash flow hedges for accounting purposes:
Weighted Average Rate
Notional
Amount		Weighted Average
Maturity		Current
Rate Paid		Receive Fixed
Swap Rate
Fair Value (1)
(In thousands)(In Years)(In thousands)
Interest rate swaps on loans$2,400,000 4.822.62 %3.02 %$(3,201)
Total$2,400,000 $(3,201)
(1)The fair value included a net accrued interest receivable balance of $0.2 million as of September 30, 2022. In addition, the fair value includes netting adjustments which represent the amounts recorded to convert derivative assets and liabilities cleared through the CME from a gross basis to a net basis in accordance with applicable accounting guidance.
As of December 31, 2021, the Company did not have any active interest rate swaps which qualified as cash flow hedges for accounting purposes.
The maximum amount of time over which the Company is currently hedging its exposure to the variability in future cash flows of forecasted transactions related to the receipt of variable interest on existing financial instruments is 5 years.
The Company expects approximately $27.6 million will be reclassified into interest income, as a reduction of such income, from other comprehensive income related to the Company’s active cash flow hedges in the next 12 months as of
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September 30, 2022. The reclassification is due to anticipated net payments on the swaps based upon the forward curve as of September 30, 2022.
The Company discontinues cash flow hedge accounting if it is probable the forecasted hedged transactions will not occur in the initially identified time period. At such time, the associated gains and losses deferred in accumulated other comprehensive income (“AOCI”) are reclassified immediately into earnings and any subsequent changes in the fair value of such derivatives are recognized directly in earnings.
The following table presents the pre-tax impact of terminated cash flow hedges on AOCI for the three and nine months ended September 30, 2022 and September 30, 2021:
For the Three Months Ended September 30,For the Nine Months Ended September 30,
2022202120222021
(In thousands)
Unrealized gains on terminated hedges included in AOCI – beginning of respective period$1,850 $24,980 $10,239 $41,473 
Unrealized gains on terminated hedges arising during the period— — — — 
Reclassification adjustments for amortization of unrealized gains into net income(1,263)(7,851)(9,652)(24,344)
Unrealized gains on terminated hedges included in AOCI – end of respective period$587 $17,129 $587 $17,129 
The balance of terminated cash flow hedges in AOCI will be amortized into earnings through January 2023. The Company expects the remaining $0.6 million to be reclassified into interest income from other comprehensive income related to the Company’s terminated cash flow hedges in the next 12 months as of September 30, 2022.
Customer-Related Positions
Interest rate swaps offered to commercial customers do not qualify as hedges for accounting purposes. These swaps allow the Company to retain variable rate commercial loans while allowing the commercial customer to synthetically fix the loan rate by entering into a variable-to-fixed rate interest rate swap. The Company believes that its exposure to commercial customer derivatives is limited to nonperformance by either the customer or the dealer because these contracts are simultaneously matched at inception with an offsetting transaction.
Risk participation agreements are entered into as financial guarantees of performance on interest rate swap derivatives. The purchased (asset) or sold (liability) guarantee allow the Company to participate-out (fee paid) or participate-in (fee received) the risk associated with certain derivative positions executed with the borrower by the lead bank in a customer-related interest rate swap derivative.
Foreign exchange contracts consist of those offered to commercial customers and those entered into to hedge the Company’s foreign currency risk associated with a foreign-currency loan. Neither qualifies as a hedge for accounting purposes. These commercial customer derivatives are offset with matching derivatives with correspondent-bank counterparties in order to minimize foreign exchange rate risk to the Company. Exposure with respect to these derivatives is largely limited to nonperformance by either the customer or the other counterparty. Neither the Company nor the correspondent-bank counterparty are required to post collateral but each has established foreign-currency transaction limits to manage the exposure risk. The Company requires its customers to post collateral to minimize risk exposure.
The following tables present the Company’s customer-related derivative positions as of the dates indicated below for those derivatives not designated as hedging.
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September 30, 2022
Number of PositionsTotal Notional
(Dollars in thousands)
Interest rate swaps400$2,549,355 
Risk participation agreements60252,553 
Foreign exchange contracts:
Matched commercial customer book7212,016 
Foreign currency loan412,030 
December 31, 2021
Number of PositionsTotal Notional
(Dollars in thousands)
Interest rate swaps494 $3,009,150 
Risk participation agreements64 238,772 
Foreign exchange contracts:
Matched commercial customer book72 7,922 
Foreign currency loan6 10,830 
The level of interest rate swaps, risk participation agreements and foreign currency exchange contracts at the end of each period noted above was commensurate with the activity throughout those periods.
The table below presents the fair value of the Company’s derivative financial instruments, as well as their classification on the consolidated balance sheets for the periods indicated. There were no derivatives designated as hedging instruments at December 31, 2021.
Asset DerivativesLiability Derivatives
Balance
Sheet
Location		Fair Value at September 30,
2022		Fair Value at December 31,
2021		Balance Sheet
Location		Fair Value at September 30,
2022		Fair Value at December 31,
2021
(In thousands)
Derivatives designated as hedging instruments
Interest rate swapsOther assets$5 $— Other liabilities$3,206 $— 
Derivatives not designated as hedging instruments
Customer-related positions:
Interest rate swapsOther assets$23,818 $64,338 Other liabilities$82,404 $17,880 
Risk participation agreementsOther assets55 315 Other liabilities134 580 
Foreign currency exchange contracts - matched customer bookOther assets428 61 Other liabilities414 46 
Foreign currency exchange contracts - foreign currency loanOther assets54 — Other liabilities132 87 
$24,355 $64,714 $83,084 $18,593 
Total$24,360 $64,714 $86,290 $18,593 
The table below presents the net effect of the Company’s derivative financial instruments on the consolidated income statements as well as the effect of the Company’s derivative financial instruments included in other comprehensive income (“OCI”) as follows:
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Three Months Ended
September 30,		Nine Months Ended
September 30,
2022202120222021
(In thousands)
Derivatives designated as hedges:
Loss in OCI on derivatives$(72,667)$— $(71,182)$— 
Gain reclassified from OCI into interest income (effective portion)$3,755 $7,851 $12,797 $24,344 
Gain recognized in income on derivatives (ineffective portion and amount excluded from effectiveness test)
Interest income— — — — 
Other income— — — — 
Total$— $— $— $— 
Derivatives not designated as hedges:
Customer-related positions:
Gain recognized in interest rate swap income$1,035 $832 $4,760 $4,596 
Gain (loss) recognized in interest rate swap income for risk participation agreements38 (4)186 260 
Gain recognized in other income for foreign currency exchange contracts:
Matched commercial customer book(1)8 (1)— 
Foreign currency loan(136)72 9 181 
Total gain for derivatives not designated as hedges$936 $908 $4,954 $5,037 
The Company has agreements with its customer-related interest rate swap derivative counterparties that contain a provision whereby if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations.
The Company also has agreements with certain of its customer-related interest rate swap derivative correspondent-bank counterparties that contain a provision whereby if the Company fails to maintain its status as a well-capitalized institution, then the counterparty could terminate the derivative positions and the Company would be required to settle its obligations under the agreements.
The Company’s exposure related to its customer-related interest rate swap derivatives consists of exposure on cleared derivative transactions and exposure on non-cleared derivative transactions.
Cleared derivative transactions are with the Chicago Mercantile Exchange, or CME, and exposure is settled to market daily, with additional credit exposure related to initial-margin collateral pledged to CME at trade execution. At September 30, 2022 and December 31, 2021, the Company had exposure to CME for settled variation margin in excess of the customer-related and non-customer-related interest rate swap termination values of $0.6 million and $0.4 million, respectively. In addition, at September 30, 2022 and December 31, 2021, the Company had posted initial-margin collateral in the form of U.S. Treasury notes amounting to $83.7 million and $48.9 million, respectively, to CME for these derivatives. The U.S. Treasury notes were considered restricted assets and were included in available for sale securities within the Company’s consolidated balance sheets.
At September 30, 2022, there were no customer-related interest rate swap derivatives with credit-risk contingent features in a net liability position. At December 31, 2021 the fair value of all customer-related interest rate swap derivatives with credit-risk related contingent features that were in a net liability position, which includes accrued interest but excludes any adjustment for nonperformance risk, totaled $13.7 million. The Company has minimum collateral posting thresholds with its customer-related interest rate swap derivative correspondent-bank counterparties to the extent that the Company has a liability position with the correspondent-bank counterparties. At September 30, 2022 and December 31, 2021, the Company had posted collateral in the form of cash amounting to $2.0 million and $21.3 million, respectively, which was considered to be a restricted asset and was included in other short-term investments within the Company's consolidated balance sheets. If the Company had breached any of these provisions at September 30, 2022 or December 31, 2021, it would have been required to settle its
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obligations under the agreements at the termination value. In addition, the Company had cross-default provisions with its commercial customer loan agreements which provide cross-collateralization with the customer loan collateral.
Mortgage Banking Derivatives
The Company enters into residential mortgage loan commitments in connection with its consumer mortgage banking activities to fund mortgage loans at specified rates and times in the future. In addition, the Company enters into forward sale commitments to sell such residential mortgage loans at specified prices and times in the future. These commitments are short-term in nature and generally expire in 30 to 60 days. The residential mortgage loan commitments that relate to the origination of mortgage loans that will be held for sale and the related forward sale commitments are considered derivative instruments under ASC Topic 815, “Derivatives and Hedging” and are reported at fair value. Changes in fair value are reported in earnings and included in other non-interest income on the consolidated statements of income. As of September 30, 2022 and December 31, 2021, the Company had an outstanding notional balance of residential mortgage loan origination commitments of $9.4 million and $31.9 million, respectively and forward sale commitments of $8.1 million and $24.4 million, respectively. During both the three months ended September 30, 2022 and September 30, 2021, the Company recorded net losses related to the change in fair value of commitments to originate and sell mortgage loans of less than $0.1 million. During the nine months ended September 30, 2022 and September 30, 2021, the Company recorded net losses related to the change in fair value of commitments to originate and sell mortgage loans of $0.2 million and $0.5 million, respectively. The aggregate fair value of the Company’s mortgage banking derivative asset and liability as of September 30, 2022 was $0.1 million and less than $0.1 million, respectively. The aggregate fair value of the Company’s mortgage banking derivative asset and liability as of December 31, 2021 was $0.3 million and $0.1 million, respectively. Mortgage banking derivative assets and liabilities are included in other assets and other liabilities, respectively, on the consolidated balance sheets. Residential mortgages sold are generally sold with servicing rights released. Mortgage banking derivatives do not qualify as hedges for accounting purposes.
14. Balance Sheet Offsetting
Certain financial instruments, including derivatives, may be eligible for offset in the consolidated balance sheets and/or subject to master netting arrangements or similar agreements. The Company’s derivative transactions with upstream financial institution counterparties are generally executed under International Swaps and Derivative Association master agreements which include “right of set-off” provisions. In such cases there is generally a legally enforceable right to offset recognized amounts. However, the Company does not offset fair value amounts recognized for derivative instruments. The Company nets the amount recognized for the right to reclaim cash collateral against the obligation to return cash collateral arising from derivative instruments executed with the same counterparty under a master netting arrangement. Collateral legally required to be maintained at dealer banks by the Company is monitored and adjusted as necessary. As of September 30, 2022 and December 31, 2021, it was determined that no additional collateral would have to be posted to immediately settle these instruments.
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The following tables present the Company’s asset and liability positions that were eligible for offset and the potential effect of netting arrangements on its consolidated balance sheet, as of the dates indicated:
As of September 30, 2022
Gross
Amounts
Recognized		Gross
Amounts
Offset in the
Consolidated Balance Sheet		Net
Amounts
Presented in
the Consolidated Balance Sheet		Gross Amounts Not Offset
in the Consolidated Balance Sheet		Net
Amount
DescriptionFinancial
Instruments		Collateral
Pledged/
(Received)
(In thousands)
Derivative Assets
Interest rate swaps$5 $— $5 $— $— $5 
Customer-related positions:
Interest rate swaps23,818 — 23,818 14 (16,650)7,154 
Risk participation agreements55 — 55 — — 55 
Foreign currency exchange contracts – matched customer book428 — 428 — — 428 
Foreign currency exchange contracts – foreign currency loan54 — 54 — — 54 
$24,360 $— $24,360 $14 $(16,650)$7,696 
Derivative Liabilities
Interest rate swaps$3,206 $— $3,206 $— $3,206 $— 
Customer-related positions:
Interest rate swaps82,404 — 82,404 14 2,000 80,390 
Risk participation agreements134 — 134 — — 134 
Foreign currency exchange contracts – matched customer book414 — 414 — — 414 
Foreign currency exchange contracts – foreign currency loan132 — 132 — — 132 
$86,290 $— $86,290 $14 $5,206 $81,070 
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As of December 31, 2021
Gross
Amounts
Recognized		Gross
Amounts
Offset in the
Consolidated Balance Sheet		Net
Amounts
Presented in
the Consolidated Balance Sheet		Gross Amounts Not Offset
in the Consolidated Balance Sheet		Net
Amount
DescriptionFinancial
Instruments		Collateral
Pledged/
(Received)
(In thousands)
Derivative Assets
Customer-related positions:
Interest rate swaps$64,338 $— $64,338 $1,440 $— $62,898 
Risk participation agreements315 — 315 — — 315 
Foreign currency exchange contracts – matched customer book61 — 61 — — 61 
Foreign currency exchange contracts – foreign currency loan— — — — — — 
$64,714 $— $64,714 $1,440 $— $63,274 
Derivative Liabilities
Customer-related positions:
Interest rate swaps$17,880 $— $17,880 $1,440 $16,440 $— 
Risk participation agreements580 — 580 — — 580 
Foreign currency exchange contracts – matched customer book46 — 46 — — 46 
Foreign currency exchange contracts – foreign currency loan87 — 87 — — 87 
$18,593 $— $18,593 $1,440 $16,440 $713 
15. Fair Value of Assets and Liabilities
The Company uses fair value measurements to record adjustments to certain assets and liabilities and to determine fair value disclosures. The fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument.
Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that the Company believes market participants would use in pricing the asset or liability at the measurement date. The Company uses prices and inputs that are current as of the measurement date, including during periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many instruments. This condition could cause an instrument to be reclassified from Level 1 to Level 2 or from Level 2 to Level 3.
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 the Company’s entire holdings of a particular financial instrument. Because no active market exists for a portion of the Company’s financial instruments, fair value estimates are based on judgements 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 judgement, and therefore cannot be determined with precision. Changes in assumptions could significantly affect these estimates.
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The following methods and assumptions were used by the Company in estimating fair value disclosures:
Cash and Cash Equivalents
For these financial instruments, which have original maturities of 90 days or less, their carrying amounts reported in the consolidated balance sheets approximate fair value.
Securities
Securities consisted of U.S. Treasury securities, U.S. Agency bonds (including SBA pooled securities), U.S. government-sponsored residential and commercial mortgage-backed securities, state and municipal bonds, and other debt securities. AFS securities are recorded at fair value.
The Company’s U.S. Treasury securities are traded on active markets and therefore these securities were classified as Level 1.
The fair value of U.S. Agency bonds, including SBA pooled securities, are evaluated using relevant trade data, benchmark quotes and spreads obtained from publicly available trade data, and generated on a price, yield or spread basis as determined by the observed market data. Therefore, these securities were categorized as Level 2 given the use of observable inputs.
The fair value of U.S. government-sponsored residential and commercial mortgage-backed securities were estimated using either a matrix or benchmarks. The inputs used include benchmark yields, reported trades, broker/dealer quotes, and issuer spreads. Therefore, these securities were categorized as Level 2 given the use of observable inputs.
The fair value of state and municipal bonds were estimated using a valuation matrix with inputs including observable bond interest rate tables, recent transactions, and yield relationships. Therefore, these securities were categorized as Level 2 given the use of observable inputs.
The fair value of other debt securities were estimated using a valuation matrix with inputs including observable bond interest rate tables, recent transactions, and yield relationships. Therefore, these securities were categorized as Level 2 given the use of observable inputs.
Fair value was based on the value of one unit without regard to any premium or discount that may result from concentrations of ownership of a financial instrument, possible tax ramifications, or estimated transaction costs. The estimated fair value of the Company’s securities, by type, is disclosed in Note 3, “Securities.”
Loans Held for Sale
The fair value of loans held for sale, whose carrying amounts approximate fair value, was estimated using the anticipated market price based upon pricing indications provided by investor banks. These assets were classified as Level 2 given the use of observable inputs.
Loans
The fair value of commercial construction, commercial and industrial lines of credit, and certain other consumer loans was estimated by discounting the contractual cash flows using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality.
For commercial, commercial real estate, residential real estate, automobile, and consumer home equity loans, fair value was estimated by discounting contractual cash flows adjusted for prepayment estimates using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality.
The fair value of PPP loans, which are fully guaranteed by the SBA, approximates the carrying amount.
Loans are classified as Level 3 since the valuation methodology utilizes significant unobservable inputs. Loans that are deemed to be collateral-dependent, as described in Note 2, “Summary of Significant Accounting Policies” were recorded at the fair value of the underlying collateral.
FHLB Stock
The fair value of FHLB stock approximates the carrying amount based on the redemption provisions of the FHLB. These assets were classified as Level 2.
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Rabbi Trust Investments
Rabbi trust investments consisted primarily of cash and cash equivalents, U.S. government agency obligations, equity securities, mutual funds and other exchange-traded funds, and were recorded at fair value and included in other assets. The purpose of these rabbi trust investments is to fund certain executive non-qualified retirement benefits and deferred compensation.
The fair value of other U.S. government agency obligations was estimated using either a matrix or benchmarks. The inputs used include benchmark yields, reported trades, broker/dealer quotes, and issuer spreads. These securities were categorized as Level 2 given the use of observable inputs. The equity securities, mutual funds and other exchange-traded funds were valued based on quoted prices from the market. The equities, mutual funds and exchange-traded funds traded in an active market were categorized as Level 1 as they were valued based upon quoted prices from the market. Mutual funds at net asset value amounted to $36.5 million at September 30, 2022 and $58.1 million at December 31, 2021. There were no redemption restrictions on these mutual funds at the end of any period presented.
Bank-Owned Life Insurance
The fair value of bank-owned life insurance was based upon quotations received from bank-owned life insurance dealers. These assets were classified as Level 2 given the use of observable inputs.
Deposits
The fair value of deposits with no stated maturity, such as noninterest-bearing demand deposits, savings and interest checking accounts, and money market accounts, was equal to their carrying amount. The fair value of time deposits was based on the discounted value of contractual cash flows using current market interest rates. Deposits were classified as Level 2 given the use of observable market inputs.
The fair value estimates of deposits do not include the benefit that results from the low-cost funding provided by the deposit liabilities compared to the cost of borrowing funds in the wholesale market (core deposit intangibles).
FHLB Advances
The fair value of FHLB advances was based on the discounted value of contractual cash flows. The discount rates used are representative of approximate rates currently offered on instruments with similar remaining maturities. FHLB advances were classified as Level 2.
Escrow Deposits of Borrowers
The fair value of escrow deposits of borrowers, which have no stated maturity, approximates the carrying amount. Escrow deposits of borrowers were classified as Level 2.
Interest Rate Swap Collateral Funds
The fair value of interest rate swap collateral funds approximates the carrying amount. Interest rate swap collateral funds were classified as Level 2.
Interest Rate Swaps
The fair value of interest rate swaps was determined using discounted cash flow analysis on the expected cash flows of the interest rate swaps. This analysis reflects the contractual terms of the interest rate swaps, including the period of maturity, and uses observable market-based inputs, including interest rate curves and implied volatility. In addition, for customer-related interest rate swaps, the analysis reflects a credit valuation adjustment to reflect the Company’s own non-performance risk and the respective counterparty’s non-performance risk in the fair value measurements. The majority of inputs used to value the Company’s interest rate swaps fall within Level 2 of the fair value hierarchy, but the credit valuation adjustments associated with the interest rate swaps utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties. However, at September 30, 2022 and December 31, 2021, the impact of the Level 3 inputs on the overall valuation of the interest rate swaps was deemed insignificant to the overall valuation. As a result, the interest rate swaps were categorized as Level 2 within the fair value hierarchy.
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Risk Participations
The fair value of risk participations was determined based upon the total expected exposure of the derivative which considers the present value of cash flows discounted using market-based inputs and were therefore categorized as Level 2 within the fair value hierarchy. The fair value also included a credit valuation adjustment which evaluates the credit risk of its counterparties by considering factors such as the likelihood of default by the counterparties, its net exposures, the remaining contractual life, as well as the amount of collateral securing the position. The change in value of derivative assets and liabilities attributable to credit risk was not significant during the reported periods.
Foreign Currency Forward Contracts
The fair values of foreign currency forward contracts were based upon the remaining expiration period of the contracts and bid quotations received from foreign exchange contract dealers and were categorized as Level 2 within the fair value hierarchy.
Mortgage Derivatives
The fair value of mortgage derivatives is determined based upon current market prices for similar assets in the secondary market and, therefore are classified as Level 2 within the fair value hierarchy.
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Fair Value of Assets and Liabilities Measured on a Recurring Basis
The following tables present the balances of assets and liabilities measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021:
Fair Value Measurements at Reporting Date Using
Balance as of September 30, 2022Quoted Prices in
Active Markets
for Identical
Assets (Level 1)		Significant
Other
Observable
Inputs (Level 2)		Significant
Unobservable
Inputs (Level 3)
Description
(In thousands)
Assets
Securities available for sale
Government-sponsored residential mortgage-backed securities$4,209,089 $— $4,209,089 $— 
Government-sponsored commercial mortgage-backed securities1,397,227 — 1,397,227 — 
U.S. Agency bonds941,597 — 941,597 — 
U.S. Treasury securities92,460 92,460 — — 
State and municipal bonds and obligations202,664 — 202,664 — 
Other debt securities1,578 — 1,578 — 
Rabbi trust investments71,650 64,719 6,931 — 
Loans held for sale951—951—
Interest rate swap contracts
Cash flow hedges - interest rate positions5 — 5 — 
Customer-related positions23,818 — 23,818 — 
Risk participation agreements55 — 55 — 
Foreign currency forward contracts
Matched customer book428 — 428 — 
Foreign currency loan54 — 54 — 
Mortgage derivatives112 — 112 — 
Total$6,941,688 $157,179 $6,784,509 $— 
Liabilities
Interest rate swap contracts
Cash flow hedges - interest rate positions$3,206 $— $3,206 $— 
Customer-related positions82,404 — 82,404 — 
Risk participation agreements134 —134 —
Foreign currency forward contracts
Matched customer book414 —414 —
Foreign currency loan132 —132 —
Mortgage derivatives98 — 98 — 
Total$86,388 $— $86,388 $— 
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Fair Value Measurements at Reporting Date Using
DescriptionBalance as of December 31, 2021Quoted Prices in
Active Markets
for Identical
Assets (Level 1)		Significant
Other
Observable
Inputs (Level 2)		Significant
Unobservable
Inputs (Level 3)
(In thousands)
Assets
Securities available for sale
Government-sponsored residential mortgage-backed securities$5,524,708 $— $5,524,708 $— 
Government-sponsored commercial mortgage-backed securities1,408,868 — 1,408,868 — 
U.S. Agency bonds1,175,014 — 1,175,014 — 
U.S. Treasury securities88,605 88,605 — — 
State and municipal bonds and obligations280,329 — 280,329 — 
Small Business Administration pooled securities32,103 — 32,103 — 
Other debt securities1,597 — 1,597 — 
Rabbi trust investments104,372 96,190 8,182 — 
Loans held for sale1,206—1,206—
Interest rate swap contracts
Customer-related positions64,338 — 64,338 — 
Risk participation agreements315 — 315 — 
Foreign currency forward contracts
Matched customer book61 — 61 — 
Mortgage derivatives256 — 256 — 
Total$8,681,772 $184,795 $8,496,977 $— 
Liabilities
Interest rate swap contracts
Customer-related positions$17,880 $— $17,880 $— 
Risk participation agreements580 — 580 — 
Foreign currency forward contracts
Matched customer book46 — 46 — 
Foreign currency loan87 — 87 — 
Mortgage derivatives16 — 16 — 
Total$18,609 $— $18,609 $— 
There were no transfers to or from Level 1, 2 and 3 during the nine months ended September 30, 2022 and twelve months ended December 31, 2021.
The Company held no assets or liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) as of September 30, 2022 or December 31, 2021.
Fair Value of Assets and Liabilities Measured on a Nonrecurring Basis
The Company may also be required, from time to time, to measure certain other assets on a nonrecurring basis in accordance with generally accepted accounting principles. The following tables summarize the fair value of assets and liabilities measured at fair value on a nonrecurring basis, as of September 30, 2022 and December 31, 2021.
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Fair Value Measurements at Reporting Date Using
DescriptionBalance as of September 30, 2022Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)		Significant
Other
Observable
Inputs (Level 2)		Significant
Unobservable
Inputs (Level 3)
(In thousands)
Assets
Individually assessed collateral-dependent loans whose fair value is based upon appraisals$13,194 $— $— $13,194 
Fair Value Measurements at Reporting Date Using
DescriptionBalance as of December 31, 2021Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)		Significant
Other
Observable
Inputs (Level 2)		Significant
Unobservable
Inputs (Level 3)
(In thousands)
Assets
Collateral-dependent impaired loans whose fair value is based upon appraisals
$12,068 $— $— 12,068 
For the valuation of the collateral-dependent loans, the Company relies primarily on third-party valuation information from certified appraisers and values are generally based upon recent appraisals of the underlying collateral, brokers’ opinions based upon recent sales of comparable properties, estimated equipment auction or liquidation values, income capitalization, or a combination of income capitalization and comparable sales. Depending on the type of underlying collateral, valuations may be adjusted by management for qualitative factors such as economic factors and estimated liquidation expenses. The range of these possible adjustments may vary. Refer to Note 2, “Summary of Significant Accounting Policies” and Note 4, “Loans and Allowance for Credit Losses” for further discussion regarding the Company’s adoption of ASU 2016-13 and the effect of that adoption on the management’s process for estimating the allowance for loan losses.
Loans for which a reserve was established based upon expected cash flows discounted at the loan’s effective interest rate are not deemed to be measured at fair value.
Disclosures about Fair Value of Financial Instruments
The estimated fair values and related carrying amounts for assets and liabilities for which fair value is only disclosed are shown below as of the dates indicated:
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Fair Value Measurements at Reporting Date Using
DescriptionCarrying Value as of September 30, 2022Fair Value as of September 30, 2022Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)		Significant
Other
Observable
Inputs (Level 2)		Significant
Unobservable
Inputs (Level 3)
(In thousands)
Assets
Held to maturity securities:
Government-sponsored residential mortgage-backed securities$281,253 $250,281 $— $250,281 $— 
Government-sponsored commercial mortgage-backed securities200,710 181,196 — 181,196 — 
Loans, net of allowance for loan losses12,752,942 12,378,276 — — 12,378,276 
FHLB stock18,714 18,714 — 18,714 — 
Bank-owned life insurance159,838 159,838 — 159,838 — 
Liabilities
Deposits$18,733,381 $18,723,364 $— $18,723,364 $— 
FHLB advances384,215 382,779 — 382,779 — 
Escrow deposits of borrowers21,853 21,853 — 21,853 — 
Interest rate swap collateral funds16,650 16,650 — 16,650 — 
Fair Value Measurements at Reporting Date Using
DescriptionCarrying Value as of December 31, 2021Fair Value as of December 31, 2021Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)		Significant
Other
Observable
Inputs (Level 2)		Significant
Unobservable
Inputs (Level 3)
(In thousands)
Assets
Loans, net of allowance for loan losses$12,157,281 $12,282,323 $— $— $12,282,323 
FHLB stock10,904 10,904 — 10,904 — 
Bank-owned life insurance157,091 157,091 — 157,091 — 
Liabilities
Deposits$19,628,311 $19,626,376 $— $19,626,376 $— 
FHLB advances14,020 13,558 — 13,558 — 
Escrow deposits of borrowers20,258 20,258 — 20,258 — 
This summary excludes certain financial assets and liabilities for which the carrying value approximates fair value. For financial assets, these may include cash and due from banks, federal funds sold and short-term investments. For financial liabilities, these may include federal funds purchased. These instruments would all be considered to be classified as Level 1 within the fair value hierarchy. Also excluded from the summary are financial instruments measured at fair value on a recurring and nonrecurring basis, as previously described.
16. Revenue from Contracts with Customers
Revenue from contracts with customers within the scope of ASC 606, Revenue from Contracts with Customers (Topic 606) (“ASC 606”) is recognized when control of goods or services is transferred to the customer, in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. The Company considers the terms of the contract and all relevant facts and circumstances when applying this guidance. The Company measures revenue and timing of recognition by applying the following five steps:
1.Identify the contract(s) with the customers
2.Identify the performance obligations
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3.Determine the transaction price
4.Allocate the transaction price to the performance obligations
5.Recognize revenue when (or as) the entity satisfies a performance obligation
The Company accounts for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable.
Performance obligations
The Company’s performance obligations are generally satisfied either at a point in time or over time, as services are rendered. Unsatisfied performance obligations at the report date are not material to the Company’s consolidated financial statements.
A portion of the Company's noninterest income is derived from contracts with customers within the scope of ASC 606. The Company has disaggregated such revenues by type of service, as presented in the table below. These categories reflect how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
(In thousands)
Insurance commissions$23,788 $21,956 $77,183 $73,767 
Service charges on deposit accounts6,708 5,935 23,558 17,010 
Trust and investment advisory fees5,832 6,310 17,967 18,047 
Debit card processing fees3,249 3,030 9,417 8,949 
Other noninterest income2,735 2,318 8,102 6,233 
Total noninterest income in-scope of ASC 60642,312 39,549 136,227 124,006 
Total noninterest income out-of-scope of ASC 6061,041 3,660 (4,582)20,148 
Total noninterest income$43,353 $43,209 $131,645 $144,154 
Additional information related to each of the revenue streams is further noted below.
Insurance Commissions
The Company acts as an agent in offering property, casualty, and life and health insurance to both commercial and consumer customers though Eastern Insurance Group. The Company earns a fixed commission on the sales of these products and services. The Company may also earn bonus commissions based upon meeting certain volume thresholds. In general, the Company recognizes commission revenues when earned based upon the effective date of the policy. For certain insurance products, the Company may also earn and recognize annual residual commissions commensurate with annual premiums being paid.
The Company also earns profit-sharing, or contingency revenues from the insurers with whom the Company places business. These profit-sharing revenues are performance bonuses from the insurers based upon certain performance metrics such as floors on written premiums, loss rates, and growth rates. Because the Company’s expectation of the ultimate profit-sharing revenue amounts to be earned can vary from period to period, the Company does not recognize this revenue until it has concluded that, based on all the facts and information available, it is probable that a significant revenue reversal will not occur in future periods.
Insurance commissions earned but not yet received amounted to $14.4 million as of September 30, 2022, and $15.6 million as of December 31, 2021, and were included in other assets.
Deposit Service Charges
The Company offers various deposit account products to its customers governed by specific deposit agreements applicable to either personal customers or business customers. These agreements identify the general conditions and obligations of both parties and include standard information regarding deposit account-related fees.
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Deposit account services include providing access to deposit accounts as well as access to the various deposit transactional services of the Company. These transactional services are primarily those that are identified in the standard fee schedule, and include, but are not limited to, services such as overdraft protection, wire transfer, and check collection. The Company charges monthly fixed service fees associated with the customer having access to the deposit account as well as separate fixed fees associated with and at the time specific transactions are entered into by the customer. As such, the Company considers that its performance obligations are fulfilled when customers are provided deposit account access or when the requested deposit transaction is completed.
Cash management services are a subset of the deposit service charges revenue stream. These services include automated clearing house, or ACH, transaction processing, positive pay, lockbox, and remote deposit services. These services are also governed by separate agreements entered into by the customer. The fee arrangement for these services is structured as a fixed fee per transaction which may be offset by earnings credits. An earnings credit is a discount that a customer receives based upon the investable balance in the applicable covered deposit account(s) for a given month. Earnings credits are only good for the given month. That is, if cash management fees for a given month are less than the month’s earnings credit, the remainder of the credit does not carry over to the following month. Cash management fees are recognized as revenue in the month that the services are provided. Cash management fees earned but not yet received amounted to $2.1 million and $1.8 million as of September 30, 2022 and December 31, 2021 and were included in other assets.
Trust and Investment Advisory Fees
The Company offers investment management and trust services to individuals, institutions, small businesses and charitable institutions through its Eastern Wealth Management division. Each investment management product is governed by its own contract along with a separate identifiable fee schedule unique to that product. The Company also offers additional services, such as estate settlement, financial planning, tax services, and other special services quoted at the customer’s request.
The asset management and/or custody fees are primarily based upon a percentage of the monthly valuation of the principal assets in the customer’s account. Customers are also charged a base fee which is prorated over a twelve-month period. Fees for additional or special services are generally fixed in nature and are charged as services are rendered. All revenue is recognized in correlation to the monthly management fee determinations or as transactional services are provided.
Debit Card Processing Fees
The Company provides debit cards to its customers which are authorized and settled through various card payment networks, and in exchange, the Company earns revenue as determined by each payment network’s interchange program. Regardless of the network that is utilized to authorize and settle the payment, the merchant that provides the product or service to the debit card holder is ultimately responsible for the interchange payment to the Company. Debit card processing fees are recognized as card transactions are settled within each network. Debit card processing fees earned but not yet received amounted to $0.3 million as of both September 30, 2022 and December 31, 2021 and were included in other assets.
Other Noninterest Income
The Company earns various types of other noninterest income that have been aggregated into one general revenue stream in the table noted above. Other noninterest income includes, but is not limited to, the following types of revenue with customers: safe deposit rent, ATM surcharge fees and customer checkbook fees. Individually, these sources of noninterest income are immaterial.
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17. Other Comprehensive Income
The following tables present a reconciliation of the changes in the components of other comprehensive (loss) income for the dates indicated including the amount of income tax (expense) benefit allocated to each component of other comprehensive (loss) income:
Three Months Ended September 30, 2022Nine Months Ended September 30, 2022
Pre Tax
Amount		Tax
Benefit (Expense)		After Tax
Amount		Pre Tax
Amount		Tax
Benefit (Expense)		After Tax
Amount
(In thousands)
Unrealized losses on securities available for sale:
Change in fair value of securities available for sale
$(337,762)$76,107 $(261,655)$(1,111,187)$249,158 $(862,029)
Less: reclassification adjustment for losses included in net income(198)12 (186)(2,474)714 (1,760)
Net change in fair value of securities available for sale
(337,564)76,095 (261,469)(1,108,713)248,444 (860,269)
Unrealized losses on cash flow hedges:
Change in fair value of cash flow hedges
(72,667)19,304 (53,363)(71,182)18,899 (52,283)
Less: net cash flow hedge gains reclassified into interest income(1)
3,755 (1,056)2,699 12,797 (3,598)9,199 
Net change in fair value of cash flow hedges
(76,422)20,360 (56,062)(83,979)22,497 (61,482)
Defined benefit pension plans:
Change in actuarial net loss— — — — — — 
Less: amortization of actuarial net loss(2,799)787 (2,012)(8,395)2,360 (6,035)
Less: accretion of prior service credit2,971 (835)2,136 8,911 (2,505)6,406 
Net change in other comprehensive income for defined benefit postretirement plans
(172)48 (124)(516)145 (371)
Total other comprehensive loss$(414,158)$96,503 $(317,655)$(1,193,208)$271,086 $(922,122)
(1)Includes amortization of realized gains on terminated cash flow hedges for the three and nine months ended September 30, 2022. The total realized gain of $41.2 million, net of tax, will be recognized in earnings through January 2023. The balance of this gain had amortized to $0.4 million, net of tax, at September 30, 2022.
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Three Months Ended September 30, 2021Nine Months Ended September 30, 2021
Pre Tax
Amount		Tax
Benefit (Expense)		After Tax
Amount		Pre Tax
Amount		Tax
Benefit (Expense)		After Tax
Amount
(In thousands)
Unrealized losses on securities available for sale:
Change in fair value of securities available for sale
$(27,741)$6,132 $(21,609)$(90,088)$19,911 $(70,177)
Less: reclassification adjustment for gains included in net income
1 — 1 1,166 (257)909 
Net change in fair value of securities available for sale
(27,742)6,132 (21,610)(91,254)20,168 (71,086)
Unrealized gains on cash flow hedges:
Change in fair value of cash flow hedges
— — — — — — 
Less: net cash flow hedge gains reclassified into interest income(1)
7,851 (2,207)5,644 24,344 (6,843)17,501 
Net change in fair value of cash flow hedges
(7,851)2,207 (5,644)(24,344)6,843 (17,501)
Defined benefit pension plans:
Change in actuarial net loss— — — — — — 
Less: amortization of actuarial net loss(3,537)994 (2,543)(10,612)2,983 (7,629)
Less: accretion of prior service credit2,945 (828)2,117 8,835 (2,484)6,351 
Net change in other comprehensive income for defined benefit postretirement plans
592 (166)426 1,777 (499)1,278 
Total other comprehensive (loss)$(35,001)$8,173 $(26,828)$(113,821)$26,512 $(87,309)
(1)Represents amortization of realized gains on terminated cash flow hedges for the three and nine months ended September 30, 2021. The original realized gain of $41.2 million, net of tax, will be recognized in earnings through January 2023. The balance of this gain had amortized to $12.3 million, net of tax, at September 30, 2021.
The following table illustrates the changes in the balances of each component of accumulated other comprehensive income (loss), net of tax:
Unrealized
Gains and
(Losses) on
Available for
Sale Securities		Unrealized
Gains and
(Losses) on
Cash Flow
Hedges		Defined Benefit
Pension Plans		Total
(In thousands)
Beginning Balance: January 1, 2022$(58,586)$7,361 $(5,471)$(56,696)
Other comprehensive loss before reclassifications(862,029)(52,283)— (914,312)
Less: Amounts reclassified from accumulated other comprehensive loss(1,760)9,199 371 7,810 
Net current-period other comprehensive loss(860,269)(61,482)(371)(922,122)
Ending Balance: September 30, 2022$(918,855)$(54,121)$(5,842)$(978,818)
Beginning Balance: January 1, 2021$45,672 $29,815 $(21,253)$54,234 
Other comprehensive loss before reclassifications(70,177)— — (70,177)
Less: Amounts reclassified from accumulated other comprehensive loss909 17,501 (1,278)17,132 
Net current-period other comprehensive (loss) income(71,086)(17,501)1,278 (87,309)
Ending Balance: September 30, 2021$(25,414)$12,314 $(19,975)$(33,075)

18. Segment Reporting
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The Company’s primary reportable segment is its banking business, which offers a range of commercial, retail, wealth management and banking services and consists primarily of attracting deposits from the general public and investing those deposits, together with borrowings and funds generated from operations, to originate loans in a variety of sectors and to invest in securities. Revenue from the banking business reportable segment consists primarily of interest earned on loans and investment securities. In addition to its banking business reportable segment, the Company has an insurance agency business reportable segment, which consists of insurance-related activities, acting as an independent agent in offering commercial, personal and employee benefits insurance products to individual and commercial clients. Revenue from the insurance agency business consists primarily of commissions on sales of insurance products and services.
Results of operations and selected financial information by segment and reconciliation to the consolidated financial statements as of and for the three months ended September 30, 2022 and 2021, and for the nine months ended September 30, 2022 and 2021, was as follows:
As of and for the three months ended September 30,
20222021
Banking
Business		Insurance
Agency
Business		Other /
Eliminations		TotalBanking
Business		Insurance
Agency
Business		Other /
Eliminations		Total
(In thousands)
Net interest income
$152,179 $— $— $152,179 $102,691 $— $— $102,691 
Provision for (release of) allowance for loan losses6,480 — — 6,480 (1,488)— — (1,488)
Net interest income after provision for loan losses
145,699 — — 145,699 104,179 — — 104,179 
Noninterest income
19,777 23,714 (138)43,353 20,783 22,508 (82)43,209 
Noninterest expense
96,749 21,197 (1,106)116,840 80,474 19,538 (1,042)98,970 
Income before income tax expense68,727 2,517 968 72,212 44,488 2,970 960 48,418 
Income tax expense16,717 718 — 17,435 10,471 841 — 11,312 
Net income
$52,010 $1,799 $968 $54,777 $34,017 $2,129 $960 $37,106 
Total assets
$21,894,550 $221,941 $(73,558)$22,042,933 $17,324,816 $207,996 $(71,589)$17,461,223 
Total liabilities
$19,644,824 $55,504 $(73,558)$19,626,770 $14,051,100 $52,420 $(71,589)$14,031,931 
For the nine months ended September 30,
20222021
Banking
Business		Insurance
Agency
Business		Other /
Eliminations		TotalBanking
Business		Insurance
Agency
Business		Other /
Eliminations		Total
(In thousands)
Net interest income
$418,060 $— $— $418,060 $307,390 $— $— $307,390 
Provision for (release of) allowance for loan losses7,045 — — 7,045 (5,368)— — (5,368)
Net interest income after provision for loan losses
411,015 — — 411,015 312,758 — — 312,758 
Noninterest income
55,919 76,054 (328)131,645 69,308 74,959 (113)144,154 
Noninterest expense
279,823 60,186 (3,164)336,845 243,549 59,844 (3,039)300,354 
Income before income tax expense187,111 15,868 2,836 205,815 138,517 15,115 2,926 156,558 
Income tax expense43,870 4,480 — 48,350 32,728 4,252 — 36,980 
Net income
$143,241 $11,388 $2,836 $157,465 $105,789 $10,863 $2,926 $119,578 
19. Subsequent Events
Subsequent to September 30, 2022, management determined it was probable that the lump sum payments from the Defined Benefit Plan for the year ending December 31, 2022 would exceed the sum of the service cost and interest cost components (the “threshold”) of the Defined Benefit Plan’s net periodic pension cost. ASC 715-20, “Compensation-Retirement Benefits - Defined Benefit Plans,” requires that upon determining it is probable that such threshold will be met, management shall immediately recognize in earnings a pro rata portion of the aggregate unamortized gain or loss (e.g., “non-cash settlement charge”). As of the date of this Quarterly Report on Form 10-Q, management estimates the amount of such non-cash settlement charge to be a loss within the range of $10.0 million to $15.0 million. The actual amount of the non-cash settlement charge
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cannot be determined as of the date of this report as the actual amount is dependent upon various factors, including final lump sum benefit amounts paid for the year ending December 31, 2022 and an actuarial remeasurement of the Defined Benefit Plan.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This section is intended to assist in the understanding of the financial performance of the Company and its subsidiaries through a discussion of our financial condition at September 30, 2022, and our results of operations for the three and nine months ended September 30, 2022 and 2021. This section should be read in conjunction with the unaudited interim condensed consolidated financial statements and notes thereto of the Company appearing in Part I, Item 1 of this Quarterly Report on Form 10-Q and the Company’s 2021 Form 10-K.
Forward-Looking Statements
When we use the terms “we,” “us,” “our,” and the “Company,” we mean Eastern Bankshares, Inc., a Massachusetts corporation, and its consolidated subsidiaries, taken as a whole, unless the context otherwise indicates.
Certain statements contained in this Quarterly Report on Form 10-Q that are not historical facts may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements, which are based on certain current assumptions and describe our future plans, strategies and expectations, can generally be identified by the use of the words “may,” “will,” “should,” “could,” “would,” “plan,” “potential,” “estimate,” “project,” “believe,” “intend,” “anticipate,” “expect,” “target” and similar expressions.
Forward-looking statements are based on the current assumptions and beliefs of management and are only expectations of future results. The Company’s actual results could differ materially from those projected in the forward-looking statements as a result of, among others, factors:
•the negative impacts and disruptions of the COVID-19 pandemic and measures taken to contain its spread on our employees, customers, business operations, credit quality, financial position, liquidity and results of operations;
•the length and extent of the economic contraction as a result of the COVID-19 pandemic; continued deterioration in employment levels and other general business and economic conditions on a national basis and in the local markets in which the Company operates;
•changes in customer behavior;
•changes in regional, national or international macroeconomic conditions, including especially changes in inflation or interest rates in the United States;
•the possibility that future credit losses, loan defaults and charge-off rates are higher than expected due to changes in economic assumptions or adverse economic developments;
•turbulence in the capital and debt markets;
•decreases in the value of securities and other assets;
•decreases in deposit levels necessitating increased borrowing to fund loans and investments;
•competitive pressures from other financial institutions;
•operational risks including, but not limited to, cybersecurity incidents, fraud, natural disasters and future pandemics;
•changes in regulation and associated increases in compliance costs, as well as enforcement and litigation risk;
•reputational risks relating to the Company’s participation in the PPP and other pandemic-related legislative and regulatory initiatives and programs;
•changes in accounting standards and practices;
•the risk that goodwill and intangibles recorded in our financial statements will become impaired;
•risks related to the implementation of acquisitions, dispositions, and restructurings, including the risk that acquisitions may not produce results at levels or within time frames originally anticipated;
•the risk that we may not be successful in the implementation of our business strategy;
•changes in assumptions used in making such forward-looking statements; and
•other risks and uncertainties detailed in Part I, Item 1A of our 2021 Form 10-K, as updated by Part II, Item 1A “Risk Factors” of the Quarterly Report on Form 10-Q for the three months ended March 31, 2022 (“Q1 Form 10-
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Q”), as updated by Part II, Item 1A “Risk Factors” of the Quarterly Report on Form 10-Q for the period ended June 30, 2022 (“Q2 Form 10-Q”), as updated by Part II, Item 1A “Risk Factors” of this Quarterly Report on Form 10-Q, and as may be further updated in our filings with the SEC from time to time.
Forward-looking statements speak only as of the date on which they are made. The Company does not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statements are made.
Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and results of operations is based upon our condensed consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting periods. On an ongoing basis, we evaluate our estimates and assumptions. Our actual results could differ from these estimates. Our significant accounting policies are discussed in detail in our 2021 Form 10-K, as updated by the notes to our unaudited interim condensed consolidated financial statements accompanying this Quarterly Report on Form 10-Q. Effective January 1, 2022, we adopted ASU 2016-13, or CECL, the accounting policy for which is described in Note 2, “Summary of Significant Accounting Policies,” Note 3, “Securities,” and Note 4, “Loans and Allowance for Credit Losses” within the Notes to the Unaudited Consolidated Financial Statements included in Part I, Item 1 in this Quarterly Report on Form 10-Q. There have been no other material changes in critical accounting policies during the three and nine months ended September 30, 2022.
Overview
We are a bank holding company, and our principal subsidiary, Eastern Bank, is a Massachusetts-chartered bank that has served the banking needs of our customers since 1818. Our business philosophy is to operate as a diversified financial services enterprise providing a broad array of banking and other financial services primarily to retail, commercial and small business customers. We had total assets of $22.0 billion and $23.5 billion at September 30, 2022 and December 31, 2021, respectively. We are subject to comprehensive regulation and examination by the Massachusetts Commissioner of Banks, the FDIC, the Federal Reserve Board and the Consumer Financial Protection Bureau.
We manage our business under two business segments: our banking business, which contributed $172.0 million, or 87.9%, of our total income (pre-provision net interest and dividend income and noninterest income) for the three months ended September 30, 2022 and $474.0 million, or 86.2%, of our total income for the nine months ended September 30, 2022, and our insurance agency business, which contributed $23.7 million, or 12.1%, of our total income for the three months ended September 30, 2022 and $76.1 million, or 13.8%, of our total income for the nine months ended September 30, 2022. Our banking business consists of a full range of banking, lending (commercial, residential and consumer), savings and small business offerings, including our wealth management and trust operations that we conduct through our Eastern Wealth Management division. Our insurance agency business consists of insurance-related activities, acting as an independent agent in offering commercial, personal and employee benefits insurance products to individual and commercial clients.
Net income for the three and nine months ended September 30, 2022 computed in accordance with GAAP was $54.8 million and $157.5 million, respectively, as compared to $37.1 million and $119.6 million for the three and nine months ended September 30, 2021, respectively, representing increases of 47.6% and 31.7%, respectively. These increases were primarily due to an increase in average interest earning assets, which was primarily the result of our 2021 acquisition of Century. Refer to the “Results of Operations” section below for additional discussion. Net income for the three and nine months ended September 30, 2022 and 2021 included items that our management considers non-core, which management excludes for purposes of assessing our operating net income, a non-GAAP financial measure. Operating net income for the three and nine months ended September 30, 2022 was $55.7 million and $163.4 million, respectively, compared to operating net income for the three and nine months ended September 30, 2021 of $37.4 million and $121.0 million, respectively, representing increases of 49.1% and 35.0%, respectively. These increases were largely driven by the aforementioned change in average interest-earning assets. See “Non-GAAP Financial Measures” below for a reconciliation of operating net income to GAAP net income.
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The following chart shows our basic earnings per share on a GAAP and operating basis over the past five quarters (refer to the “Non-GAAP Financial Measures” section below for a reconciliation of GAAP earnings to operating earnings):
ebc-20220930_g1.jpg
Earnings per share increased from $0.22 for the three months ended September 30, 2021 to $0.33 for the three months ended September 30, 2022, a 55.4% increase. Earnings per share increased from $0.69 for the nine months ended September 30, 2021 to $0.94 for the nine months ended September 30, 2022, a 36.0% increase. These increases were due to increases in net interest income and decreases in the average number of common shares outstanding during each such period. The decreases in the average number of common shares outstanding are attributable to share repurchases in connection with our previously announced share repurchase program.
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The following chart shows our efficiency ratio on a GAAP and operating basis over the past five quarters (refer to the “Non-GAAP Financial Measures” section below for additional information on the determination of each measure):
ebc-20220930_g2.jpg
The GAAP efficiency and non-GAAP operating efficiency ratios for both the three and nine months ended September 30, 2022 decreased compared to the ratios for the three and nine months ended September 30, 2021. The decrease in the efficiency ratios for such periods was primarily attributable to increased net interest income, which resulted in a margin of increase in total revenue that exceeded the rate at which noninterest expense increased for the same periods. Refer to the “Results of Operations” section below for additional discussion of the changes in net interest income, noninterest income and noninterest expense.
Banking Business
Our banking business offers a range of commercial, retail, wealth management and banking services, and consists primarily of attracting deposits from the general public, including municipalities, and investing those deposits, together with borrowings and funds generated from operations, to originate loans in a variety of sectors and to invest in securities. The financial condition and results of operations of our banking business depend primarily on (i) attracting and retaining low cost, stable deposits, (ii) using those deposits to originate and acquire loans and earn net interest income and (iii) operating expenses incurred.
Lending Activities
We use funds obtained from deposits, as well as funds obtained from the FHLBB advances and federal funds, primarily to originate loans and to invest in securities. Our lending focuses on the following categories of loans:
Commercial Lending
•Commercial and industrial: Loans in this category consist of revolving and term loans extended to businesses and corporate enterprises for the purpose of financing working capital, facilitating equipment purchases and facilitating acquisitions. As of both September 30, 2022 and December 31, 2021, we had total commercial and industrial loans of $3.0 billion, representing 23.5% and 24.2%, respectively, of our total loans. The primary risk associated with commercial and industrial loans is the ability of borrowers to achieve business results consistent with those projected at origination. Our primary focus for commercial and industrial loans is middle-market companies located in the markets we serve. In addition, we participate in the syndicated loan
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market and the SNC Program. As of September 30, 2022 and December 31, 2021, our SNC Program portfolio totaled $578.5 million and $480.9 million, or 19.1% and 16.2%, respectively, of our commercial and industrial portfolio, and 34.4% and 40.3%, respectively, of our SNC Program portfolio were loans to borrowers headquartered in our primary lending market. Our commercial and industrial portfolio also includes our Asset Based Lending Portfolio (“ABL Portfolio”), a portion of our PPP loans, and industrial revenue bonds (“IRBs”), the balances of which are detailed below:
◦As of September 30, 2022 and December 31, 2021, our ABL Portfolio totaled $230.4 million and $224.8 million, or 7.6% and 7.6%, respectively, of our commercial and industrial portfolio.
◦As of September 30, 2022 and December 31, 2021, the amount of PPP loans included in our commercial and industrial portfolio was $5.3 million and $112.8 million, respectively.
◦As of both September 30, 2022 and December 31, 2021, our commercial and industrial IRB portfolio, which is comprised of municipal bonds issued to finance major capital projects, totaled $1.0 billion.
•Commercial real estate: Loans in this category include mortgage loans on commercial real estate, both investment and owner occupied. As of September 30, 2022 and December 31, 2021, we had total commercial real estate loans of $5.0 billion and $4.5 billion, representing 38.7% and 36.9%, respectively, of our total loans. As of both September 30, 2022, and December 31, 2021, owner occupied loans totaled $1.0 billion, representing 20.2% and 21.2%, respectively, of our commercial real estate loans. In connection with our adoption of ASU 2016-13, we revised our methodology for determining owner occupied commercial real estate loans in order to conform with our corresponding pools for CECL reserve modeling purposes, and our totals as of September 30, 2022 reflect such revision. Accordingly, the amount of our owner occupied commercial real estate loans as of December 31, 2021 was also revised from the amount disclosed in our 2021 Form 10-K to accommodate comparability. Collateral values are established by independent third-party appraisals and evaluations. The primary repayment sources include operating income generated by the real estate, permanent debt refinancing and/or the sale of the real estate. Our commercial real estate loan portfolio also included IRB loans of $591.6 million and $629.6 million as of September 30, 2022 and December 31, 2021, respectively.
•Commercial construction: Loans in this category include construction project financing and are comprised of commercial real estate, business banking and residential loans for the purpose of constructing and developing real estate. As of September 30, 2022 and December 31, 2021, we had total commercial construction loans of $314.2 million and $222.3 million, representing 2.4% and 1.8%, respectively, of our total loans.
•Business banking: Loans in this category are comprised of loans to small businesses with exposures of under $1 million and small investment real estate projects with exposures of under $3 million. These loans are separate and distinct from our commercial and industrial and commercial real estate portfolios described above due to the size of the loans. As of September 30, 2022 and December 31, 2021, we had total business banking loans of $1.1 billion and $1.3 billion, respectively, representing 8.5% and 10.9% of our total loans for each period end, respectively. In this category, commercial and industrial loans and commercial real estate loans totaled $222.3 million and $874.1 million, respectively, as of September 30, 2022, and $440.6 million and $894.1 million, respectively, as of December 31, 2021.
Business banking originations include traditionally underwritten loans as well as partially automated scored loans. Our proprietary decision matrix, which includes a number of quantitative factors including, but not limited to, a guarantor’s credit score, industry risk, and time in business, is used to determine whether to make business banking loans. We also engage in SBA lending. SBA guarantees reduce our risk of loss when default occurs and are considered a credit enhancement to the loan structure.
Our business banking portfolio also includes a portion of our PPP loans which are included in the aforementioned commercial and industrial business banking total. As of September 30, 2022 and December 31, 2021, the amount of PPP loans included in our business banking portfolio was $17.8 million and $218.6 million, respectively.
Residential Lending
•Residential real estate: Loans in this category consist of mortgage loans on residential real estate. As of September 30, 2022 and December 31, 2021, we had total residential loans of $2.1 billion and $1.9 billion,
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respectively, representing 16.4% and 15.7%, respectively, of our total loans. Underwriting considerations include, among others, income sources and their reliability, willingness to repay as evidenced by credit repayment history, financial resources including cash reserves and the value of the collateral. We maintain policy standards for minimum credit scores and cash reserves and maximum loan to value consistent with a “prime” portfolio. Collateral consists of mortgage liens on residential dwellings. We do not originate or purchase sub-prime or other high-risk loans. Residential loans are originated either for sale to investors or to retain in our loan portfolio. Decisions about whether to sell or retain residential loans are made based on the interest rate characteristics, pricing for loans in the secondary mortgage market, competitive factors and our capital needs. During the three and nine months ended September 30, 2022, residential real estate mortgage originations were $119.8 million and $397.5 million, respectively, of which $8.1 million and $53.2 million, respectively, were sold on the secondary markets. Comparatively, during the three and nine months ended September 30, 2021, residential real estate mortgage originations were $232.1 million and $743.5 million, respectively, of which $67.8 million and $171.1 million, respectively, were sold on the secondary markets. In addition, during the three and nine months ended September 30, 2022, the Company purchased $79.9 million of residential real estate loans originated by a third party.
Consumer Lending
•Consumer home equity: Loans in this category consist of home equity lines of credit and home equity loans. As of September 30, 2022 and December 31, 2021, we had total consumer home equity loans of $1.2 billion and $1.1 billion, representing 9.1% and 9.0%, respectively, of our total loans. Home equity lines of credit are granted for ten years with monthly interest-only repayment requirements. Full principal repayment is required at the end of the ten-year draw period. Home equity lines of credit can be converted to term loans that are fully amortized. Underwriting considerations are materially consistent with those utilized in the residential real estate category. Collateral consists of a senior or subordinate lien on owner-occupied residential property.
•Other consumer: Loans in this category consist of unsecured personal lines of credit, overdraft protection, automobile and aircraft loans, home improvement loans and other personal loans. As of September 30, 2022 and December 31, 2021, we had total other consumer loans of $196.6 million and $214.5 million, representing 1.5% and 1.8%, respectively, of our total loans. Our policy and underwriting in this category include the following factors, among others: income sources and reliability, credit histories, term of repayment and collateral value, as applicable.
Other Banking Products and Services
In addition to our lending activities, which are the core part of our banking business, we offer other banking products and services primarily related to (i) other commercial banking products, (ii) other consumer deposit products and (iii) wealth management services.
Other Commercial Banking Products
•We offer a variety of deposit, treasury management, electronic banking, interest rate protection and foreign exchange products to our customers. In addition, we offer cash management services to our corporate and municipal clients. Deposit products include checking products, both interest-bearing and noninterest-bearing, as well as money market deposits, savings deposits and certificates of deposits. Our treasury management products include a variety of cash management and payment products. Our interest rate protection and foreign exchange products include interest rate swaps and currency related transactions. As of September 30, 2022 and December 31, 2021, our total commercial deposits were $7.3 billion and $8.1 billion, respectively. During the three and nine months ended September 30, 2022 our commercial noninterest income was $7.4 million and $19.0 million, respectively, compared to $4.1 million and $12.4 million for the three and nine months ended September 30, 2021, respectively.
Other Consumer Deposit Products
•We offer a wide variety of deposit products and services to our consumer customers. We service these customers through our 98 branches located in eastern Massachusetts and New Hampshire, through our call center in our facility in Lynn, MA and through our online and mobile banking applications.
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Wealth Management Services
•Through our Eastern Wealth Management division, we provide a wide range of trust services, including (i) managing customer investments, (ii) serving as custodian for customer assets, and (iii) providing other fiduciary services, including serving as the trustee and personal representative of estates. As of September 30, 2022 and December 31, 2021, we held $2.7 billion and $3.4 billion, respectively, of assets in a fiduciary, custodial or agency capacity for customers, which are not our assets and therefore not included on the consolidated balance sheets included in this Quarterly Report on Form 10-Q. For the three and nine months ended September 30, 2022, we had noninterest income of $5.8 million and $18.0 million, respectively, from providing these services compared to $6.3 million and $18.0 million for the three and nine months ended September 30, 2021, respectively.
Insurance Agency Business
Our insurance agency business consists of insurance-related activities such as acting as an independent agent in offering commercial, personal and employee benefits insurance products to individual and commercial clients through our wholly-owned agency, Eastern Insurance Group. Our insurance products include commercial property and liability, workers compensation, life, accident and health and automobile insurance. We also offer a wide range of employee benefits products and services, including professional advice related to health care cost management, employee engagement and executive services. As an agency business, we do not assume any underwriting or insurance risk. The commissions we earn on the sale of these insurance products and services is the most significant portion of our noninterest income, representing $23.8 million and $77.2 million, respectively, or 54.9% and 58.6%, respectively of our noninterest income during the three and nine months ended September 30, 2022. Comparatively, during the three and nine months ended September 30, 2021, such income represented $22.0 million and $73.8 million, respectively, or 50.8% and 51.2%, respectively, of our noninterest income. Our insurance business operates through 21 non-branch offices located primarily in eastern Massachusetts and had 401 full-time equivalent employees as of September 30, 2022.
Acquisitions
During the nine months ended September 30, 2022, we completed acquisitions of two insurance agencies for cash consideration of $5.2 million and $8.2 million, respectively, for aggregate total consideration of $13.4 million. For further information regarding our acquisitions, refer to Note 7, “Goodwill and Other Intangibles” within the Notes to the Unaudited Consolidated Financial Statements included in Part I, Item 1 in this Quarterly Report on Form 10-Q.
Outlook and Trends
Interest Rates
We believe that the increases in the federal funds rate that have occurred in 2022 and we anticipate will occur in early 2023 will improve our net interest income for the quarter ending December 31, 2022 and into 2023 on a year over year basis, although there is greater uncertainty regarding the impact in 2023. Beginning in March 2022, the Federal Open Market Committee (the “FOMC”) voted to increase the federal funds rate multiple times from a range of 0.00% to 0.25% to a range of 3.75% to 4.00% on November 2, 2022, when the FOMC stated that it “anticipates that ongoing increases in the target range [for the federal funds rate] will be appropriate.”
Inevitably, not all of our interest rate-sensitive assets and liabilities will re-price simultaneously and in equal volume in response to changes in the federal funds rate, and therefore the potential for interest rate exposure exists. Management believes that several factors will affect the actual impact of interest rate changes on our balance sheet and operating results, including, but not limited to, actual changes in interest rates or expectations of future changes, the degree of volatility in the securities markets, inflation rates or expectations of inflation, and the slope of the interest rate yield curve. We attempt to manage interest rate risk by identifying, quantifying, and, where appropriate, hedging our exposure. Approximately 36% of the outstanding principal balance of our loans as of September 30, 2022 was indexed to a market rate that is expected to reprice along with the federal funds rate. As rates have risen and the shape of the yield curve has changed during the first three quarters of 2022, a portion of these loans have been hedged using interest rate swaps to convert the floating rate interest receipts to a fixed rate. The notional amount of floating rate loans swapped totaled $2.4 billion on September 30, 2022, representing approximately 18.6% of the outstanding principal balance of our loans at that date. For more detail regarding such hedging financial instruments, refer to Note 13, “Derivative Financial Instruments” within the Notes to the Unaudited Consolidated Financial Statements included in Part I, Item 1 in this Quarterly Report on Form 10-Q. We anticipate that an increase in market interest rates, whether due to an increase in the federal funds rate or otherwise, will decrease the fair value of those interest rate swaps and consequently reduce the positive impact on our net interest income that an interest rate increase would otherwise
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have. Refer to the section titled “Management of Market Risk” within this Item 2 for additional discussion including the estimated change to our net interest income under interest rate risk measurement methodologies that use a variety of hypothetical scenarios assuming immediate and parallel changes in interest rates that may not reflect the manner in which actual yields and costs respond to changes in market interest rates.
Defined Benefit Plan
We expect to recognize a non-cash settlement charge during the quarter ending December 31, 2022 related to the required use of settlement accounting for 2022 for our Defined Benefit Plan. As of the date of this Quarterly Report on Form 10-Q, management estimates the amount of such non-cash settlement charge to be a loss within the range of $10.0 million and $15.0 million. For more information, refer to Note 19, “Subsequent Events” within the Notes to the Unaudited Consolidated Financial Statements included in Part I, Item 1 in this Quarterly Report on Form 10-Q.
Paycheck Protection Program Loans
We are a participating lender in the SBA’s Paycheck Protection Program, or PPP. We concluded PPP loan originations in the second quarter of 2021 as the SBA announced in May 2021 that PPP funds were exhausted. The majority of our PPP borrowers are existing commercial and small business borrowers, non-profit customers, retail banking customers and clients of our Eastern Wealth Management division and Eastern Insurance Group. As of September 30, 2022 and December 31, 2021, the remaining balance of our PPP loans was $23.1 million and $331.4 million, respectively. Net PPP loan fee accretion (fee accretion less cost amortization) for all PPP loans for the three and nine months ended September 30, 2022 was $0.5 million and $8.8 million, respectively. Net PPP loan fee accretion (fee accretion less cost amortization) for all PPP loans for the three and nine months ended September 30, 2021 was $5.9 million and $23.5 million, respectively. We expect to recognize the remaining net unearned fees of $0.4 million as of September 30, 2022 during the remainder of the year ended December 31, 2022 resulting in total recognized net fee accretion of $9.2 million for the year ending December 31, 2022 compared to $34.3 million recognized during the year ended December 31, 2021. Our net interest margin has been and is expected to continue to be adversely affected as a result of the decline in net fee accretion, which is associated with the decreased volume of PPP loan payoffs. The impact to our net interest margin resulting from the decline in net PPP loan fee accretion is estimated to be 0.25% on an annualized basis (change computed based upon average total loans for the year ended December 31, 2021).
Non-GAAP Financial Measures
We present certain non-GAAP financial measures, which management uses to evaluate our performance and which exclude the effects of certain transactions, non-cash items and GAAP adjustments that we believe are unrelated to our core business and are therefore not necessarily indicative of our current performance or financial position. Management believes excluding these items facilitates greater visibility for investors into our core businesses as well as underlying trends that may, to some extent, be obscured by inclusion of such items in the corresponding GAAP financial measures.
There are items in our financial statements that impact our results but which we believe are unrelated to our core business. Accordingly, we present operating net income, noninterest income on an operating basis, noninterest expense on an operating basis, total operating revenue, operating earnings per share, operating net income to average tangible shareholders’ equity, tangible book value per share and the operating efficiency ratio, each of which excludes the impact of such items because we believe such exclusion can provide greater visibility into our core business and underlying trends. Such items that we do not consider to be core to our business include (i) income and expenses from investments held in rabbi trusts, (ii) gains and losses on sales of securities available for sale, net, (iii) gains and losses on the sale of other assets, (iv) rabbi trust employee benefits, (v) impairment charges on tax credit investments and associated tax credit benefits, (vi) expenses indirectly associated with our initial public offering (“IPO”), (vii) OREO gains and losses, (viii) merger and acquisition expenses, (ix) the stock donation to the Eastern Bank Foundation (the “Foundation”) in connection with our mutual-to-stock conversion and IPO, and (x) settlement of putative consumer class action litigation matters related to overdraft and non-sufficient funds fees, and associated settlement expenses. There were no expenses indirectly associated with our IPO or stock donations to the Foundation during the periods presented in this Quarterly Report on Form 10-Q.
We also present tangible shareholders’ equity, tangible assets, the ratio of tangible shareholders’ equity to tangible assets, average tangible shareholders’ equity, the ratios of net income and operating net income to average tangible shareholders’ equity and tangible book value per share, each of which excludes the impact of goodwill and other intangible assets, as we believe these financial measures provide investors with the ability to further assess our performance, identify trends in our core business and provide a comparison of our capital adequacy to other companies. We have included the tangible ratios because management believes that investors may find it useful to have access to the same analytical tools used by management to assess performance and identify trends.
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Our non-GAAP financial measures should not be considered as an alternative or substitute to GAAP net income, or as an indication of our cash flows from operating activities, a measure of our liquidity or an indication of funds available for our cash needs. An item which we consider to be non-core and exclude when computing these non-GAAP financial measures can be of substantial importance to our results for any particular period. In addition, our methodology for calculating non-GAAP financial measures may differ from the methodologies employed by other companies to calculate the same or similar performance measures and, accordingly, our reported non-GAAP financial measures may not be comparable to the same or similar performance measures reported by other companies.
The following table summarizes the impact of non-core items recorded for the time periods indicated below and reconciles them to the most directly comparable GAAP financial measure:
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
(Dollars in thousands, except per share data)
Net income (GAAP)$54,777 $37,106 $157,465 $119,578 
Non-GAAP adjustments:
Add:
Noninterest income components:
Losses (income) from investments held in rabbi trusts2,248 289 13,997 (5,773)
Losses (gains) on sales of securities available for sale, net198 (1)2,474 (1,166)
Gains on sales of other assets(501)(490)(1,478)(537)
Noninterest expense components:
Rabbi trust employee benefit (income) expense(867)(53)(6,264)2,996 
Impairment reversal (charge) on tax credit investments— 1,133 — (286)
Gain on sale of other real estate owned— (87)— (87)
Merger and acquisition expenses271 740 305 4,808 
Settlement and expenses for putative consumer class action matters— — — 3,325 
Total impact of non-GAAP adjustments1,349 1,531 9,034 3,280 
Less net tax benefit associated with non-GAAP adjustment (1)384 1,246 3,132 1,833 
Non-GAAP adjustments, net of tax$965 $285 $5,902 $1,447 
Operating net income (non-GAAP)$55,742 $37,391 $163,367 $121,025 
Weighted average common shares outstanding during the period:
Basic163,718,962172,298,615166,682,222172,174,469
Diluted164,029,649172,298,615166,867,643172,174,469
Earnings per share, basic$0.33 $0.22 $0.94 $0.69 
Earnings per share, diluted$0.33 $0.22 $0.94 $0.69 
Operating earnings per share, basic (non-GAAP)$0.34 $0.22 $0.98 $0.70 
Operating earnings per share, diluted (non-GAAP)$0.34 $0.22 $0.98 $0.70 
(1)The net tax benefit associated with these items is determined by assessing whether each item is included or excluded from net taxable income and applying our combined statutory tax rate only to those items included in net taxable income. The net tax benefit amount for the nine months ended September 30, 2022 reflects the impact of the reversal of the remaining $0.7 million of a $12.0 million valuation allowance (“EBF Valuation Allowance”) established in 2020 associated with the 2020 stock donation to the Foundation. The reversal of the valuation allowance, which occurred during the second quarter of 2022, was considered appropriate based upon our determination of the realizability of such deductions for tax purposes at that time. The initial $11.3 million reversal of the EBF Valuation Allowance occurred in 2021.
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The following table summarizes the impact of non-core items with respect to our total revenue, noninterest income, noninterest expense, and the efficiency ratio, which reconciles to the most directly comparable respective GAAP financial measure, for the periods indicated:
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
(Dollars in thousands)
Net interest income (GAAP)$152,179 $102,691 $418,060 $307,390 
Add:
Tax-equivalent adjustment (non-GAAP)3,672 1,316 8,956 3,882 
Fully-taxable equivalent net interest income (non-GAAP)155,851 104,007 427,016 311,272 
Noninterest income (GAAP)43,353 43,209 131,645 144,154 
Less:
(Losses) income from investments held in rabbi trusts(2,248)(289)(13,997)5,773 
(Losses) gains on sales of securities available for sale, net(198)1 (2,474)1,166 
Gains on sales of other assets501 490 1,478 537 
Noninterest income on an operating basis (non-GAAP)45,298 43,007 146,638 136,678 
Noninterest expense (GAAP)$116,840 $98,970 $336,845 $300,354 
Less:
Rabbi trust employee benefit (income) expense(867)(53)(6,264)2,996 
Impairment reversal (charge) on tax credit investments— 1,133 — (286)
Merger and acquisition expenses271 740 305 4,808 
Settlement and expenses for putative consumer class action matters— — — 3,325 
Plus:
Gain on sale of other real estate owned— 87 — 87 
Noninterest expense on an operating basis (non- GAAP)$117,436 $97,237 $342,804 $289,598 
Total revenue (GAAP)$195,532 $145,900 $549,705 $451,544 
Total operating revenue (non-GAAP)$201,149 $147,014 $573,654 $447,950 
Ratios:
Efficiency ratio (GAAP)59.75 %67.83 %61.28 %66.52 %
Operating efficiency ratio (non-GAAP)58.38 %66.14 %59.76 %64.65 %
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The following table summarizes the calculation of our tangible shareholders’ equity, tangible assets, the ratio of tangible shareholders’ equity to tangible assets, and tangible book value per share, which reconciles to the most directly comparable respective GAAP measure, as of the dates indicated:
As of September 30,As of December 31,
20222021
(Dollars in thousands, except per share data)
Tangible shareholders’ equity:
Total shareholders’ equity (GAAP)$2,416,163 $3,406,352 
Less: Goodwill and other intangibles662,222 649,703 
Tangible shareholders’ equity (non-GAAP)1,753,941 2,756,649 
Tangible assets:
Total assets (GAAP)22,042,933 23,512,128 
Less: Goodwill and other intangibles662,222 649,703 
Tangible assets (non-GAAP)$21,380,711 $22,862,425 
Shareholders’ equity to assets ratio (GAAP)11.0 %14.5 %
Tangible shareholders’ equity to tangible assets ratio (non-GAAP)8.2 %12.1 %
Book value per share:
Common shares issued and outstanding177,772,553186,305,332
Book value per share (GAAP)$13.59 $18.28 
Tangible book value per share (non-GAAP)$9.87 $14.80 
The following table summarizes the calculation of our average tangible shareholders’ equity and ratio of net income and operating net income to average tangible shareholders’ equity (“operating return on average tangible shareholders’ equity”), which reconciles to the most directly comparable GAAP measure, for the periods indicated:
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
(Dollars in thousands)
Net income (GAAP)$54,777 $37,106 $157,465 $119,578 
Operating net income (non-GAAP) (1)55,742 37,391 163,367 121,025 
Average tangible shareholders’ equity:
Average total shareholders’ equity (GAAP)$2,776,691 $3,450,679 $2,970,159 $3,425,023 
Less: Average goodwill and other intangibles656,684 380,185 653,567 378,536 
Average tangible shareholders’ equity (non-GAAP)2,120,007 3,070,494 2,316,592 3,046,487 
Ratios:
Return on average total shareholders’ equity (GAAP) (2)7.83 %4.27 %7.09 %4.67 %
Return on average tangible shareholders’ equity (non-GAAP) (2)10.25 %4.79 %9.09 %5.25 %
Operating return on average tangible shareholders’ equity (non-GAAP) (2)10.44 %4.84 %9.43 %5.31 %
(1)Refer to the table above within this “Non-GAAP Financial Measures” section for a reconciliation of operating net income to net income.
(2)Presented on an annualized basis.
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Financial Position
Summary of Financial Position
As of September 30, 2022As of December 31, 2021Change
Amount ($)Percentage (%)
(Dollars in thousands)
Cash and cash equivalents$158,437 $1,231,792 $(1,073,355)(87.1)%
Securities available for sale6,844,615 8,511,224 (1,666,609)(19.6)%
Securities held to maturity481,963 — 481,963 100.0 %
Loans, net of allowance for loan losses12,752,942 12,157,281 595,661 4.9 %
Federal Home Loan Bank Stock18,714 10,904 7,810 71.6 %
Goodwill and other intangible assets662,222 649,703 12,519 1.9 %
Deposits18,733,381 19,628,311 (894,930)(4.6)%
Borrowed funds422,718 34,278 388,440 1,133.2 %
Cash and cash equivalents
Total cash and cash equivalents decreased by $1.1 billion, or 87.1%, to $158.4 million at September 30, 2022 from $1.2 billion at December 31, 2021. This decrease was primarily due to a decrease in total customer deposits of $894.9 million, an increase in gross loans of $622.4 million, and share repurchases of $170.8 million during the nine months ended September 30, 2022. These items were partially offset by net cash inflows related to increased borrowed funds of $388.4 million and net cash inflows related to AFS and HTM securities of $58.2 million during the nine months ended September 30, 2022. For further discussion of the change in deposits, refer to the later “Deposits” section in this Item 2. For further discussion of the change in loans, refer to the later “Loans” section in this Item 2. For more information regarding the Company’s share repurchase programs, refer to Note 10, “Shareholders’ Equity” within the Notes to the Unaudited Consolidated Financial Statements included in Part I, Item 1 in this Quarterly Report on Form 10-Q. For further discussion of the change in securities, refer to the later “Securities” section in this Item 2. For further discussion of the change in borrowed funds, refer to the later “Borrowed Funds” section in this Item 2.
Securities
Our current investment policy authorizes us to invest in various types of investment securities and liquid assets, including U.S. Treasury obligations, securities of government-sponsored enterprises, mortgage-backed securities, collateralized mortgage obligations, corporate notes, asset-backed securities and municipal securities. The Risk Management Committee of our Board of Directors is responsible for approving and overseeing our investment policy, which it reviews at least annually. This policy dictates that investment decisions be made based on the safety of the investment, liquidity requirements, potential returns and market risk considerations. We do not engage in any investment hedging activities or trading activities, nor do we purchase any high-risk investment products. We typically invest in the following types of securities:
U.S. government securities: At September 30, 2022 our U.S. government securities consisted of U.S. Agency bonds and U.S. Treasury securities. At December 31, 2021, our U.S. government securities consisted of U.S. Agency bonds, U.S. Treasury securities and Small Business Administration pooled securities. We maintain these investments, to the extent appropriate, for liquidity purposes, at zero risk weighting for capital purposes, and as collateral for interest rate derivative positions. U.S. Agency bonds include securities issued by Fannie Mae, Freddie Mac, the FHLB, and the Federal Farm Credit Bureau.
Mortgage-backed securities: We invest in residential and commercial mortgage-backed securities insured or guaranteed by Freddie Mac, Ginnie Mae or Fannie Mae, including collateralized mortgage obligations. We have not purchased any privately-issued mortgage-backed securities. We invest in mortgage-backed securities to achieve a positive interest rate spread with minimal administrative expense, and to lower our credit risk as a result of the guarantees provided by Freddie Mac, Ginnie Mae or Fannie Mae.
Investments in residential mortgage-backed securities involve a risk that actual payments will be greater or less than the prepayment rate estimated at the time of purchase, which may require adjustments to the amortization of any premium or acceleration of any discount relating to such interests, thereby affecting the net yield on our securities. We periodically review current prepayment speeds to determine whether prepayment estimates require modification that could cause
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amortization or accretion adjustments. There is also reinvestment risk associated with the cash flows from such securities. In addition, the market value of such securities may be adversely affected by changes in interest rates.
State and municipal securities: We invest in fixed rate investment grade bonds issued primarily by municipalities in our local communities within Massachusetts and by the Commonwealth of Massachusetts. The market value of these securities may be affected by call options, long dated maturities, general market liquidity and credit factors.
The following table shows the fair value of our securities by investment category as of the dates indicated:
Securities Portfolio Composition
As of September 30, 2022As of December 31, 2021
(In thousands)
Available for sale securities, at fair value:
Government-sponsored residential mortgage-backed securities$4,209,089 $5,524,708 
Government-sponsored commercial mortgage-backed securities1,397,227 1,408,868 
U.S. Agency bonds941,597 1,175,014 
U.S. Treasury securities92,460 88,605 
State and municipal bonds and obligations202,664 280,329 
Small Business Administration pooled securities— 32,103 
Other debt securities1,578 1,597 
Total available for sale securities, at fair value6,844,615 8,511,224 
Held to maturity securities, at amortized cost:
Government-sponsored residential mortgage-backed securities281,253 — 
Government-sponsored commercial mortgage-backed securities200,710 — 
Total held to maturity securities, at amortized cost481,963 — 
Total$7,326,578 $8,511,224 
Our securities portfolio has decreased $1.2 billion, or 13.9%, to $7.3 billion at September 30, 2022 from $8.5 billion at December 31, 2021. This decrease was primarily due to a decrease in the fair value of AFS securities, sales of AFS securities, and maturities and principal paydowns of our AFS and held to maturity (“HTM”) securities. Partially offsetting this activity were AFS and HTM security purchases during the nine months ended September 30, 2022.
•At September 30, 2022, the unrealized loss on AFS securities was $1.2 billion compared to an unrealized loss of $0.1 billion at December 31, 2021, representing a $1.1 billion decrease in the fair value of such securities. The change from December 31, 2021 to September 30, 2022 is primarily driven by rising market rates of interest.
•AFS securities sales totaled $400.5 million during the nine months ended September 30, 2022. AFS and HTM security maturities and principal paydowns totaled $880.1 million and $12.0 million, respectively, during the nine months ended September 30, 2022.
•Partially offsetting the decrease in the securities portfolio from December 31, 2021 to September 30, 2022 were purchases of AFS and HTM securities of $740.8 million and $493.7 million, respectively, during the nine months ended September 30, 2022.
We did not have trading investments at September 30, 2022 or December 31, 2021.
A portion of our securities portfolio continues to be tax-exempt. Investments in federally tax-exempt securities totaled $202.4 million at September 30, 2022 compared to $279.8 million at December 31, 2021.
Our AFS securities are carried at fair value and are categorized within the fair value hierarchy based on the observability of model inputs. Securities which require inputs that are both significant to the fair value measurement and
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unobservable are classified as Level 3 within the fair value hierarchy. As of both September 30, 2022 and December 31, 2021, we had no securities categorized as Level 3 within the fair value hierarchy.
Maturities of our securities portfolio are based on the final contractual payment dates, and do not reflect the effect of scheduled principal repayments, prepayments, or early redemptions that may occur.
The following tables show contractual maturities of our AFS and HTM securities and weighted average yields at and for the period ended September 30, 2022 and contractual maturities of our AFS securities and weighted average yields at and for the period ended December 31, 2021. Weighted average yields in the tables below have been calculated based on the amortized cost of the security:
Securities Portfolio, Amounts Maturing
Securities Maturing as of September 30, 2022 (1)
Within One
Year		After One
Year But
Within Five
Years		After Five Years But Within Ten YearsAfter Ten
Years		Total
Available for sale securities:
Government-sponsored residential mortgage-backed securities— %2.59 %0.97 %1.51 %1.44 %
Government-sponsored commercial mortgage-backed securities— 1.31 1.45 1.94 1.66 
U.S. Agency bonds— 0.77 0.93 — 0.82 
U.S. Treasury securities— 1.97 — — 1.97 
State and municipal bonds and obligations— 2.34 3.22 4.05 3.64 
Other debt securities0.87 — — — 0.87 
Total available for sale securities0.83 1.05 1.20 1.65 1.47 
Held to maturity securities:
Government-sponsored residential mortgage-backed securities— — — 2.87 2.87 
Government-sponsored commercial mortgage-backed securities— — 2.23 — 2.23 
Total held to maturity securities— — 2.23 2.87 2.60 
Total0.83 %1.05 %1.30 %1.71 %1.53 %
Securities Maturing as of December 31, 2021 (1)
Within One
Year		After One Year But Within Five YearsAfter Five Years But Within Ten YearsAfter Ten YearsTotal
Available for sale securities:
Government-sponsored residential mortgage-backed securities— %2.64 %1.01 %1.44 %1.38 %
Government-sponsored commercial mortgage-backed securities— 1.14 1.20 1.95 1.67 
U.S. Agency bonds1.11 0.73 1.00 — 0.88 
U.S. Treasury securities0.15 0.78 — — 0.50 
State and municipal bonds and obligations (2)(1.24)2.46 3.17 4.04 3.48 
Small Business Administration pooled securities— 1.72 — 1.93 1.90 
Other debt securities1.01 0.84 — — 0.87 
Total available for sale securities0.10 %0.95 %1.12 %1.60 %1.42 %
(1)Investment security weighted-average yields were calculated on a level-yield basis by weighting the tax equivalent yield for each security type by the book value of each maturity.
(2)The negative yield indicated in the “Within One Year” category is the result of premium amortization that is in excess of earned income.
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The yield on tax-exempt obligations of states and political subdivisions has been adjusted to a FTE basis by adjusting tax-exempt income upward by an amount equivalent to the prevailing federal income taxes that would have been paid if the income had been fully taxable.
Loans
We consider our loan portfolio to be relatively diversified by borrower and industry. Our gross loans increased $622.4 million, or 5.1%, to $12.9 billion at September 30, 2022 from $12.3 billion at December 31, 2021. The increase as of September 30, 2022 was primarily due to increases in our commercial real estate, retail, and commercial construction portfolio balances, partially offset by a decrease in our business banking portfolio, as further noted below.
•Our commercial real estate portfolio increased by $463.1 million from December 31, 2021 to September 30, 2022 which was primarily attributable to an increase of $436.6 million in commercial real estate investment loan balances. Such loans represent loans secured by commercial real estate that are non-owner-occupied. The increase in such loan balances was primarily due to management’s active focus on originating loans collateralized by industrial/warehouse and multi-family property types, which are included in the commercial real estate investment loan category, due to management’s stable outlook as it relates to the credit performance of such loans.
•Our retail portfolio increased by $242.5 million, which was attributable to increases of $192.0 million and $68.3 million in residential and consumer home equity loan balances, respectively, during the nine months ended September 30, 2022. The increase in residential real estate loan balances was, in part, due to reduced volume of loan sales, which was precipitated by rising market rates of interest, and led to us retaining a larger number of residential real estate mortgage loan originations. In addition, during the nine months ended September 30, 2022 we purchased $79.9 million in residential real estate loans from a third party. Consumer home equity loan balances increased primarily due to additional customer draws on home equity lines of credit during the period attributable to normal customer activity.
•Our commercial construction portfolio increased by $91.9 million which was primarily attributable to increases of $32.0 million and $20.2 million in our industrial/warehouse and multi-family collateral type loan balances, respectively, during the nine months ended September 30, 2022. The increase in the balance of loans collateralized by industrial/warehouse and multi-family property types is due to management’s active focus on originating these types of loans as mentioned above.
•Our business banking portfolio decreased by $238.3 million primarily as a result of a $200.8 million decrease in business banking PPP loan balances during the nine months ended September 30, 2022 as such loans were paid off or forgiven by the SBA.
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The following table shows the composition of our loan portfolio, by category, as of the dates indicated:
Loan Portfolio Composition
As of September 30, 2022As of December 31, 2021
(In thousands)
Commercial and industrial$3,023,729 $2,960,527 
Commercial real estate4,985,654 4,522,513 
Commercial construction314,193 222,328 
Business banking1,096,436 1,334,694 
Residential real estate2,118,852 1,926,810 
Consumer home equity1,168,476 1,100,153 
Other consumer196,614 214,485 
Total loans12,903,954 12,281,510 
Allowance for loan losses(131,663)(97,787)
Unamortized premiums, net of unearned discounts and deferred fees(19,349)(26,442)
Total loans receivable, net$12,752,942 $12,157,281 
We believe that our commercial loan portfolio composition is relatively diversified in terms of industry sectors, property types and various lending specialties, and is concentrated in the New England geographical area, with 82.1% of our commercial loans in Massachusetts and New Hampshire as of September 30, 2022.
Asset quality. We continually monitor the asset quality of our loan portfolio utilizing portfolio scorecards and various credit quality indicators. Based on this process, loans meeting certain criteria are categorized as delinquent or non-performing and further assessed to determine if non-accrual status is appropriate.
For the commercial portfolio, which includes our commercial and industrial, commercial real estate, commercial construction and business banking loans, we monitor credit quality using a risk rating scale, which assigns a risk-grade to each borrower based on a number of quantitative and qualitative factors associated with a commercial loan transaction. Management utilizes a loan risk rating methodology based on a 15-point scale with the assistance of risk rating scorecard tools. Pass grades are 0-10 and non-pass categories, which align with regulatory guidelines, are: special mention (11), substandard (12), doubtful (13) and loss (14).
Risk rating assignment is determined using one of 15 separate scorecards developed for distinctive portfolio segments based on common attributes. Key factors include: industry and market conditions, position within the industry, earnings trends, operating cash flow, asset/liability values, debt capacity, guarantor strength, management and controls, financial reporting, collateral and other considerations.
Special mention, substandard and doubtful loans totaled 2.5% and 5.8% of total commercial loans outstanding at September 30, 2022 and December 31, 2021, respectively. This decrease was driven by risk rating upgrades in the commercial real estate and commercial and industrial portfolios.
Our philosophy toward managing our loan portfolios is predicated upon careful monitoring, which stresses early detection and response to delinquent and default situations. We seek to make arrangements to resolve any delinquent or default situation over the shortest possible time frame.
The delinquency rate of our total loan portfolio improved to 0.36% at September 30, 2022, compared to 0.65% at December 31, 2021.
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The following table provides details regarding our delinquency rates as of the dates indicated:
Loan Delinquency Rates
Delinquency Rate as of (1)(2)
September 30, 2022December 31, 2021
Portfolio
Commercial and industrial0.08 %0.06 %
Commercial real estate— %0.60 %
Commercial construction— %— %
Business banking0.94 %0.86 %
Residential real estate0.99 %1.38 %
Consumer home equity0.92 %0.90 %
Other consumer0.80 %1.23 %
Total0.36 %0.65 %
(1)In the calculation of the delinquency rate as of September 30, 2022 and December 31, 2021, the total amount of loans outstanding includes $23.1 million and $331.4 million, respectively, of PPP loans.
(2)Delinquency rates as of September 30, 2022 were computed based upon amortized cost balances while delinquency rates as of December 31, 2021 were computed based upon recorded investment balances. The effect on the above delinquency rates of the difference in methodology is not significant.
As a general rule, loans more than 90 days past due with respect to principal or interest are classified as non-accrual loans. However, based on our assessment of collateral and/or payment prospects, certain loans that are more than 90 days past due may be kept on an accruing status. Income accruals are suspended on all non-accrual loans and all previously accrued and uncollected interest is reversed against current income. A loan is expected to remain on non-accrual status until it becomes current with respect to principal and interest, the loan is liquidated, or the loan is determined to be uncollectible and is charged-off against the allowance for loan losses.
Non-performing assets (“NPAs”) are comprised of non-performing loans (“NPLs”), OREO and non-performing securities. NPLs consist of non-accrual loans and loans that are more than 90 days past due but still accruing interest. OREO consists of real estate properties, which primarily serve as collateral to secure our loans, that we control due to foreclosure. These properties are recorded at the fair value less estimated costs to sell on the date we obtain control. Any write-downs to the cost of the related asset upon transfer to OREO to reflect the asset at fair value less estimated costs to sell is recorded through the allowance for loan losses.
NPLs decreased $1.0 million, or 2.9%, to $34.0 million at September 30, 2022 from $35.0 million at December 31, 2021. NPLs as a percentage of total loans decreased to 0.26% at September 30, 2022 from 0.29% at December 31, 2021. Refer to the later “Allowance for Loan Losses” section in this Item 2 for a discussion of the change in non-accrual loans which comprise our NPLs as of September 30, 2022. As of December 31, 2021, NPLs included loans that were past due 90 days or more and still accruing which were comprised solely of purchased credit impaired (“PCI”) loans. PCI loans were not subject to classification as non-accrual in the same manner as originated loans as their interest income related to the accretable yield recognized and not to contractual interest payments at the loan level. In connection with our adoption of ASU 2016-13 on January 1, 2022, all PCI loans are now considered purchased credit deteriorated (“PCD”) loans. Interest income recognition for PCD loans is consistent with originated loans and, therefore, PCD loans cease accruing interest at 90 days past due unless management believes that the applicable collateral held by the Company is clearly sufficient and in full satisfaction of both principal and interest. There were no PCD or originated loans at September 30, 2022 that were past due 90 days or more and still accruing.
The total amount of interest recorded on NPLs during both the nine months ended September 30, 2022 and 2021 was not significant. The gross interest income that would have been recorded under the original terms of those loans if they had
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been performing amounted to $2.7 million and $2.1 million for the nine months ended September 30, 2022 and 2021, respectively.
In the course of resolving NPLs, we may choose to restructure the contractual terms of certain loans. We attempt to work-out alternative payment schedules with the borrowers in order to avoid foreclosure actions. We review each loan that is modified to identify whether a TDR has occurred. TDRs involve situations in which, for economic or legal reasons related to the borrower’s financial difficulties, we grant a concession to the borrower that we would not otherwise consider. As noted within Note 4, “Loans and Allowance for Credit Losses” within the Notes to the Unaudited Consolidated Financial Statements included in Part I, Item I in this Quarterly Report on Form 10-Q, loan modifications made in response to the COVID-19 pandemic that met the criteria of either Section 4013 of the CARES Act or the Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus (Revised) are not deemed TDRs. This election afforded by the CARES Act and Interagency guidance expired on January 1, 2022.
In cases where a borrower experiences financial difficulties and we make certain concessionary modifications to contractual terms, the loan is classified as a TDR. Loans modified during the nine months ended September 30, 2022 and 2021 which were determined to be TDRs were $9.6 million (post modification balance) and $1.0 million (post modification balance), respectively. The overall increase in TDR loans modified during the aforementioned periods consisted of an increase of $5.8 million and $2.8 million in commercial and consumer loan TDR modifications, respectively. There were no loans that had been modified during the preceding 12 months and which subsequently defaulted during the nine months ended September 30, 2022. Two loans totaling $0.5 million were modified during the preceding 12 months, which subsequently defaulted during the nine months ended September 30, 2021.
It is our policy to have any restructured loan, which is on non-accrual status prior to being modified, remain on non-accrual status for approximately six months subsequent to being modified before we consider its return to accrual status. If the restructured loan is on accrual status prior to being modified, we review it to determine if the modified loan should remain on accrual status.
PCD loans are loans that we acquired that have shown evidence of deterioration of credit quality since origination and, therefore, it was deemed unlikely that all contractually required payments would be collected upon the acquisition date. We consider factors such as payment history, collateral values and accrual status when determining whether there was evidence of deterioration at the acquisition date. As of September 30, 2022, the carrying amount of PCD loans was $57.4 million. As discussed further below, we adopted ASU 2016-13, commonly referred to as CECL, on January 1, 2022. Prior to such adoption, our acquired loans that exhibited evidence of deterioration of credit quality since origination were designated as PCI loans. As of December 31, 2021, the carrying amount of PCI loans was $69.6 million.
COVID-19 Modifications. In light of the COVID-19 pandemic, we implemented loan modification programs for our borrowers that allowed for either full payment deferrals (both interest and principal) or deferral of principal only. These modifications met the criteria of either Section 4013 of the CARES Act or the Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus (Revised) and therefore are not deemed TDRs. We have deemed these modified loans “COVID-19 modifications.”
The Appropriations Act, which was enacted on December 27, 2020, extended certain expiring tax provisions related to the COVID-19 pandemic in the United States and provided additional emergency relief to individuals and businesses. Included within the provisions of the Appropriations Act is the extension of Section 4013 of the CARES Act to January 1, 2022. As such, we applied CARES Act TDR relief to any qualifying loan modifications executed during the allowable time period.
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The following table presents the balance of loans that received a COVID-19 modification and have not yet resumed repayment as of September 30, 2022 and December 31, 2021:
Remaining COVID-19 Modifications as of September 30, 2022 (1)
Remaining COVID-19 Modifications as of December 31, 2021 (1)
Balance% of Total PortfolioBalance% of Total Portfolio
(Dollars in thousands)
Portfolio
Commercial and industrial$— — %$4,548 0.2 %
Commercial real estate12,825 0.3 %93,5192.1 %
Commercial construction— — %— — %
Business banking518 0.1 %6490.1 %
Residential real estate3,258 0.2 %5,8700.3 %
Consumer home equity789 0.1 %1,3650.1 %
Other consumer292 0.2 %7060.3 %
Total (2)
$17,682 0.1 %$106,657 0.9 %
(1)Remaining COVID-19 modifications reflect only those loans which underwent a modification and have not yet resumed repayment. We define a modified loan to have resumed payment if it is one month past the modification end date and not more than 30 days past due.
(2)As of September 30, 2022 and December 31, 2021, remaining COVID-19 modifications included $12.8 million and $71.0 million, respectively, of loans to borrowers in the hotel industry.
As of September 30, 2022 and December 31, 2021, the aggregate amount of loans that received a COVID-19 modification and have become a non-performing loan after the respective deferral period is $4.5 million and $4.7 million, respectively.
COVID-19 Pandemic-Impacted Industries. As of September 30, 2022, we believe loans to our borrowers in the categories of office, retail, restaurant, and hotel industry to represent those which have experienced and will likely continue to experience the most adverse effects of the COVID-19 pandemic. As of September 30, 2022, the aggregate outstanding loan balance of loans to our borrowers in the office, retail, restaurant, and hotel industry categories was $1.1 billion, $605.6 million, $198.8 million, and $144.7 million respectively, representing 8.8%, 4.7%, 1.5%, and 1.1% of total loans, respectively. As of December 31, 2021, the aggregate outstanding loan balance of loans to our borrowers in the office, retail, restaurant, and hotel industry categories was $1.1 billion, $549.0 million, $188.9 million and $189.0 million, respectively, representing 8.8%, 4.5%, 1.5% and 1.5% of total loans, respectively.
Potential Problem Loans. In the n