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UMB FINANCIAL CORP - Quarter Report: 2021 March (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 March 31, 2021

OR

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

For the transition period from          to         

Commission file number001-38481

 

UMB FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

 

 

Missouri

 

43-0903811

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. Employer
Identification Number)

 

1010 Grand Boulevard, Kansas City, Missouri

 

64106

(Address of principal executive offices)

 

(Zip Code)

(Registrant's telephone number, including area code): (816) 860-7000

Securities Registered Pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $1.00 Par Value

UMBF

The NASDAQ Global Select Market

 

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

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

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

 

Large accelerated filer

 

Accelerated filer

Non- accelerated filer

 

Smaller reporting company

 

 

 

Emerging growth company

 

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of April 23, 2021, UMB Financial Corporation had 48,307,790 shares of common stock outstanding.

 

 

 


 

 

UMB FINANCIAL CORPORATION

FORM 10-Q

INDEX

 

PART I – FINANCIAL INFORMATION

3

 

 

 

ITEM 1.

FINANCIAL STATEMENTS (UNAUDITED)

3

CONSOLIDATED BALANCE SHEETS

3

CONSOLIDATED STATEMENTS OF INCOME

4

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

5

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

6

CONSOLIDATED STATEMENTS OF CASH FLOWS

7

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

9

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

54

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

71

ITEM 4.

CONTROLS AND PROCEDURES

77

 

 

 

PART II - OTHER INFORMATION

78

 

 

 

ITEM 1.

LEGAL PROCEEDINGS

78

ITEM 1A.

RISK FACTORS

78

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

78

ITEM 6.

EXHIBITS

79

SIGNATURES

80

 

 

 

2


 

 

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

UMB FINANCIAL CORPORATION

CONSOLIDATED BALANCE SHEETS

(dollars in thousands, except share and per share data)

 

 

 

March 31,

 

 

December 31,

 

 

 

2021

 

 

2020

 

 

 

(unaudited)

 

 

(audited)

 

ASSETS

 

 

 

 

 

 

 

 

Loans

 

$

16,497,385

 

 

$

16,103,651

 

Allowance for credit losses on loans

 

 

(202,814

)

 

 

(215,973

)

Net loans

 

 

16,294,571

 

 

 

15,887,678

 

Loans held for sale

 

 

10,275

 

 

 

6,708

 

Securities:

 

 

 

 

 

 

 

 

Available for sale (amortized cost of $9,552,397 and $8,887,734, respectively)

 

 

9,753,392

 

 

 

9,299,688

 

Held to maturity, net of allowance for credit losses of $2,959 and $2,610, respectively (fair value of $1,012,129 and $1,029,444, respectively)

 

 

1,039,711

 

 

 

1,012,004

 

Trading securities

 

 

29,099

 

 

 

35,020

 

Other securities

 

 

298,209

 

 

 

296,053

 

Total securities

 

 

11,120,411

 

 

 

10,642,765

 

Federal funds sold and securities purchased under agreements to resell

 

 

1,629,813

 

 

 

1,650,335

 

Interest-bearing due from banks

 

 

3,860,763

 

 

 

3,110,042

 

Cash and due from banks

 

 

387,230

 

 

 

430,638

 

Premises and equipment, net

 

 

286,068

 

 

 

293,095

 

Accrued income

 

 

131,533

 

 

 

139,892

 

Goodwill

 

 

174,518

 

 

 

180,867

 

Other intangibles, net

 

 

17,793

 

 

 

21,056

 

Other assets

 

 

756,414

 

 

 

764,428

 

Total assets

 

$

34,669,389

 

 

$

33,127,504

 

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

 

 

Noninterest-bearing demand

 

$

11,604,415

 

 

$

9,879,970

 

Interest-bearing demand and savings

 

 

16,011,812

 

 

 

16,295,186

 

Time deposits under $250,000

 

 

457,290

 

 

 

477,748

 

Time deposits of $250,000 or more

 

 

207,275

 

 

 

398,347

 

Total deposits

 

 

28,280,792

 

 

 

27,051,251

 

Federal funds purchased and repurchase agreements

 

 

2,759,818

 

 

 

2,315,497

 

Long-term debt

 

 

270,074

 

 

 

269,595

 

Accrued expenses and taxes

 

 

239,001

 

 

 

319,676

 

Other liabilities

 

 

161,465

 

 

 

154,537

 

Total liabilities

 

 

31,711,150

 

 

 

30,110,556

 

 

 

 

 

 

 

 

 

 

SHAREHOLDERS' EQUITY

 

 

 

 

 

 

 

 

Common stock, $1.00 par value; 80,000,000 shares authorized; 55,056,730 shares issued, 48,302,634 and 48,006,386 shares outstanding, respectively

 

 

55,057

 

 

 

55,057

 

Capital surplus

 

 

1,093,667

 

 

 

1,090,450

 

Retained earnings

 

 

1,968,318

 

 

 

1,891,246

 

Accumulated other comprehensive income, net

 

 

169,197

 

 

 

318,340

 

Treasury stock, 6,754,096 and 7,050,344 shares, at cost, respectively

 

 

(328,000

)

 

 

(338,145

)

Total shareholders' equity

 

 

2,958,239

 

 

 

3,016,948

 

Total liabilities and shareholders' equity

 

$

34,669,389

 

 

$

33,127,504

 

 

 See Notes to Consolidated Financial Statements.

3


 

UMB FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(unaudited, dollars in thousands, except share and per share data)

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2021

 

 

2020

 

INTEREST INCOME

 

 

 

 

 

 

 

 

Loans

 

$

150,170

 

 

$

151,026

 

Securities:

 

 

 

 

 

 

 

 

Taxable interest

 

 

27,162

 

 

 

27,212

 

Tax-exempt interest

 

 

24,964

 

 

 

24,404

 

Total securities income

 

 

52,126

 

 

 

51,616

 

Federal funds and resell agreements

 

 

2,821

 

 

 

5,452

 

Interest-bearing due from banks

 

 

703

 

 

 

2,663

 

Trading securities

 

 

159

 

 

 

654

 

Total interest income

 

 

205,979

 

 

 

211,411

 

INTEREST EXPENSE

 

 

 

 

 

 

 

 

Deposits

 

 

6,798

 

 

 

29,732

 

Federal funds and repurchase agreements

 

 

1,886

 

 

 

6,381

 

Other

 

 

3,180

 

 

 

1,357

 

Total interest expense

 

 

11,864

 

 

 

37,470

 

Net interest income

 

 

194,115

 

 

 

173,941

 

Provision for credit losses

 

 

(7,500

)

 

 

88,000

 

Net interest income after provision for credit losses

 

 

201,615

 

 

 

85,941

 

NONINTEREST INCOME

 

 

 

 

 

 

 

 

Trust and securities processing

 

 

54,834

 

 

 

47,000

 

Trading and investment banking

 

 

9,356

 

 

 

1,723

 

Service charges on deposit accounts

 

 

21,976

 

 

 

25,081

 

Insurance fees and commissions

 

 

420

 

 

 

259

 

Brokerage fees

 

 

3,334

 

 

 

9,860

 

Bankcard fees

 

 

14,673

 

 

 

16,545

 

Investment securities (losses) gains, net

 

 

(8,336

)

 

 

3,520

 

Other

 

 

12,640

 

 

 

(5,564

)

Total noninterest income

 

 

108,897

 

 

 

98,424

 

NONINTEREST EXPENSE

 

 

 

 

 

 

 

 

Salaries and employee benefits

 

 

127,681

 

 

 

111,060

 

Occupancy, net

 

 

11,935

 

 

 

12,180

 

Equipment

 

 

19,615

 

 

 

21,241

 

Supplies and services

 

 

3,492

 

 

 

4,185

 

Marketing and business development

 

 

2,345

 

 

 

4,640

 

Processing fees

 

 

15,417

 

 

 

13,390

 

Legal and consulting

 

 

5,755

 

 

 

6,110

 

Bankcard

 

 

4,956

 

 

 

4,860

 

Amortization of other intangible assets

 

 

1,380

 

 

 

1,734

 

Regulatory fees

 

 

2,546

 

 

 

2,366

 

Other

 

 

5,824

 

 

 

6,853

 

Total noninterest expense

 

 

200,946

 

 

 

188,619

 

Income (loss) before income taxes

 

 

109,566

 

 

 

(4,254

)

Income tax expense (benefit)

 

 

16,923

 

 

 

(815

)

NET INCOME (LOSS)

 

$

92,643

 

 

$

(3,439

)

 

 

 

 

 

 

 

 

 

PER SHARE DATA

 

 

 

 

 

 

 

 

Net income (loss) – basic

 

$

1.93

 

 

$

(0.07

)

Net income (loss) – diluted

 

 

1.91

 

 

 

(0.07

)

Dividends

 

 

0.32

 

 

 

0.31

 

Weighted average shares outstanding – basic

 

 

48,096,643

 

 

 

48,689,876

 

Weighted average shares outstanding – diluted

 

 

48,520,752

 

 

 

48,689,876

 

 

See Notes to Consolidated Financial Statements.

4


 

UMB FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited, dollars in thousands)

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2021

 

 

2020

 

Net income (loss)

 

$

92,643

 

 

$

(3,439

)

Other comprehensive (loss) income, before tax:

 

 

 

 

 

 

 

 

Unrealized gains and losses on debt securities:

 

 

 

 

 

 

 

 

Change in unrealized holding gains and losses, net

 

 

(199,038

)

 

 

164,116

 

Less:  Reclassification adjustment for gains included in net income

 

 

(2,720

)

 

 

(1,227

)

Change in unrealized gains and losses on debt securities during the period

 

 

(201,758

)

 

 

162,889

 

Unrealized gains and losses on derivative hedges:

 

 

 

 

 

 

 

 

Change in unrealized gains and losses on derivative hedges

 

 

6,503

 

 

 

14,525

 

Less: Reclassification adjustment for (gains) losses included in net income

 

 

(842

)

 

 

768

 

Change in unrealized gains and losses on derivative hedges

 

 

5,661

 

 

 

15,293

 

Other comprehensive (loss) income, before tax

 

 

(196,097

)

 

 

178,182

 

Income tax benefit (expense)

 

 

46,954

 

 

 

(41,972

)

Other comprehensive (loss) income

 

 

(149,143

)

 

 

136,210

 

Comprehensive (loss) income

 

$

(56,500

)

 

$

132,771

 

 

See Notes to Consolidated Financial Statements.

5


 

UMB FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(unaudited, dollars in thousands, except per share data)

 

 

 

 

Common

Stock

 

 

Capital

Surplus

 

 

Retained

Earnings

 

 

Accumulated Other Comprehensive Income (Loss)

 

 

Treasury

Stock

 

 

Total

 

Balance – January 1, 2020

 

$

55,057

 

 

$

1,073,764

 

 

$

1,672,438

 

 

$

83,180

 

 

$

(277,999

)

 

$

2,606,440

 

Cumulative effect adjustment(1)

 

 

 

 

 

 

 

 

(7,039

)

 

 

 

 

 

 

 

 

(7,039

)

Adjusted balance – January 1, 2020

 

 

55,057

 

 

 

1,073,764

 

 

 

1,665,399

 

 

 

83,180

 

 

 

(277,999

)

 

 

2,599,401

 

Total comprehensive (loss) income

 

 

 

 

 

 

 

 

(3,439

)

 

 

136,210

 

 

 

 

 

 

132,771

 

Dividends ($0.31 per share)

 

 

 

 

 

 

 

 

(15,209

)

 

 

 

 

 

 

 

 

(15,209

)

Purchase of treasury stock

 

 

 

 

 

(4,500

)

 

 

 

 

 

 

 

 

(54,886

)

 

 

(59,386

)

Forfeitures of equity awards, net of issuances

 

 

 

 

 

521

 

 

 

 

 

 

 

 

 

72

 

 

 

593

 

Recognition of equity-based compensation

 

 

 

 

 

2,817

 

 

 

 

 

 

 

 

 

 

 

 

2,817

 

Sale of treasury stock

 

 

 

 

 

95

 

 

 

 

 

 

 

 

 

89

 

 

 

184

 

Exercise of stock options

 

 

 

 

 

392

 

 

 

 

 

 

 

 

 

1,878

 

 

 

2,270

 

Balance – March 31, 2020

 

$

55,057

 

 

$

1,073,089

 

 

$

1,646,751

 

 

$

219,390

 

 

$

(330,846

)

 

$

2,663,441

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance – January 1, 2021

 

$

55,057

 

 

$

1,090,450

 

 

$

1,891,246

 

 

$

318,340

 

 

$

(338,145

)

 

$

3,016,948

 

Total comprehensive income (loss)

 

 

 

 

 

 

 

 

92,643

 

 

 

(149,143

)

 

 

 

 

 

(56,500

)

Dividends ($0.32 per share)

 

 

 

 

 

 

 

 

(15,571

)

 

 

 

 

 

 

 

 

(15,571

)

Purchase of treasury stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(4,027

)

 

 

(4,027

)

Issuances of equity awards, net of forfeitures

 

 

 

 

 

(4,043

)

 

 

 

 

 

 

 

 

4,738

 

 

 

695

 

Recognition of equity-based compensation

 

 

 

 

 

4,457

 

 

 

 

 

 

 

 

 

 

 

 

4,457

 

Sale of treasury stock

 

 

 

 

 

65

 

 

 

 

 

 

 

 

 

86

 

 

 

151

 

Exercise of stock options

 

 

 

 

 

2,738

 

 

 

 

 

 

 

 

 

9,348

 

 

 

12,086

 

Balance – March 31, 2021

 

$

55,057

 

 

$

1,093,667

 

 

$

1,968,318

 

 

$

169,197

 

 

$

(328,000

)

 

$

2,958,239

 

 

 

(1)

Related to the adoption of ASU No. 2016-13. See Note 3, “New Accounting Pronouncements,” for further detail.

 

See Notes to Consolidated Financial Statements.

6


 

UMB FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, dollars in thousands)

 

 

 

For the Three Months Ended

 

 

 

March 31,

 

 

 

2021

 

 

2020

 

OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

Net income (loss)

 

$

92,643

 

 

$

(3,439

)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

 

 

 

 

 

 

 

 

Provision for credit losses

 

 

(7,500

)

 

 

88,000

 

Net amortization (accretion) of premiums and discounts from acquisition

 

 

117

 

 

 

(275

)

Depreciation and amortization

 

 

14,042

 

 

 

15,591

 

Amortization of debt issuance costs

 

 

113

 

 

 

 

Deferred income tax expense (benefit)

 

 

10,246

 

 

 

(11,134

)

Net increase in trading securities and other earning assets

 

 

(9,350

)

 

 

(15,559

)

Losses (gains) on investment securities, net

 

 

8,336

 

 

 

(3,520

)

Gains on sales of assets

 

 

(4,298

)

 

 

(1,922

)

Amortization of securities premiums, net of discount accretion

 

 

14,876

 

 

 

8,792

 

Originations of loans held for sale

 

 

(45,128

)

 

 

(77,129

)

Gains on sales of loans held for sale, net

 

 

(1,602

)

 

 

(320

)

Proceeds from sales of loans held for sale

 

 

43,163

 

 

 

75,667

 

Equity-based compensation

 

 

5,152

 

 

 

3,410

 

Net tax benefit related to equity compensation plans

 

 

1,079

 

 

 

312

 

Changes in:

 

 

 

 

 

 

 

 

Accrued income

 

 

4,156

 

 

 

12,629

 

Accrued expenses and taxes

 

 

(88,201

)

 

 

(2,803

)

Other assets and liabilities, net

 

 

78,096

 

 

 

(79,008

)

Net cash provided by operating activities

 

 

115,940

 

 

 

9,292

 

INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

Securities held to maturity:

 

 

 

 

 

 

 

 

Maturities, calls and principal repayments

 

 

49,520

 

 

 

19,497

 

Purchases

 

 

(77,576

)

 

 

(17,555

)

Securities available for sale:

 

 

 

 

 

 

 

 

Sales

 

 

129,128

 

 

 

84,439

 

Maturities, calls and principal repayments

 

 

520,441

 

 

 

310,159

 

Purchases

 

 

(1,322,855

)

 

 

(421,966

)

Equity securities with readily determinable fair values:

 

 

 

 

 

 

 

 

Maturities, calls and principal repayments

 

 

 

 

 

 

Purchases

 

 

(226

)

 

 

 

Equity securities without readily determinable fair values:

 

 

 

 

 

 

 

 

Maturities, calls and principal repayments

 

 

2,177

 

 

 

3,725

 

Purchases

 

 

(7,144

)

 

 

(1,081

)

Payment on low-income housing tax credit investment commitments

 

 

(1,173

)

 

 

(4,039

)

Net increase in loans

 

 

(398,795

)

 

 

(525,091

)

Net decrease in fed funds sold and resell agreements

 

 

20,522

 

 

 

793,595

 

Net cash activity from acquisitions and divestitures

 

 

16,623

 

 

 

24

 

Net increase in interest-bearing balances due from other financial institutions

 

 

(11,347

)

 

 

(1,274

)

Purchases of premises and equipment

 

 

(5,958

)

 

 

(17,652

)

Proceeds from sales of premises and equipment

 

 

73

 

 

 

8,389

 

Proceeds from bank-owned and company-owned life insurance death benefit

 

 

 

 

 

19

 

Net cash (used in) provided by investing activities

 

 

(1,086,590

)

 

 

231,189

 

FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Net increase (decrease) in demand and savings deposits

 

 

1,441,071

 

 

 

(186,380

)

Net decrease in time deposits

 

 

(211,530

)

 

 

(241,344

)

Net increase (decrease) in fed funds purchased and repurchase agreements

 

 

444,321

 

 

 

(5,591

)

Proceeds from short-term debt

 

 

 

 

 

15,000

 

Cash dividends paid

 

 

(15,456

)

 

 

(15,150

)

7


 

Proceeds from exercise of stock options and sales of treasury shares

 

 

12,237

 

 

 

2,454

 

Purchases of treasury stock

 

 

(4,027

)

 

 

(59,386

)

Net cash provided by (used in) financing activities

 

 

1,666,616

 

 

 

(490,397

)

Increase (decrease) in cash and cash equivalents

 

 

695,966

 

 

 

(249,916

)

Cash and cash equivalents at beginning of period

 

 

3,497,566

 

 

 

1,669,170

 

Cash and cash equivalents at end of period

 

$

4,193,532

 

 

$

1,419,254

 

 

 

Supplemental disclosures:

 

 

 

 

 

 

 

 

Income tax payments (refunds)

 

$

622

 

 

$

(1,530

)

Total interest payments

 

 

14,337

 

 

 

42,134

 

Noncash disclosures:

 

 

 

 

 

 

 

 

Acquisition of low-income housing tax credit investments

 

$

 

 

$

27,834

 

Commitment to fund low-income housing tax credit investments

 

 

 

 

 

27,834

 

 

See Notes to Consolidated Financial Statements.

8


 

UMB FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2021 (UNAUDITED)

1.  Financial Statement Presentation

The Consolidated Financial Statements include the accounts of UMB Financial Corporation and its subsidiaries (collectively, the Company) after the elimination of all intercompany transactions.  In the opinion of management of the Company, all adjustments relating to items that are of a normal recurring nature and necessary for a fair presentation of the financial position and results of operations have been made.  The results of operations and cash flows for the interim periods presented may not be indicative of the results of the full year ending December 31, 2021.  The financial statements should be read in conjunction with “Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations” within this Quarterly Report on Form 10-Q (the Form 10-Q) and in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the Securities and Exchange Commission (SEC) on March 1, 2021 (the Form 10-K).

The Company is a financial holding company, which offers a wide range of banking and other financial services to its customers through its branches and offices. The Company’s national bank, UMB Bank, National Association (the Bank), has its principal office in Missouri and also has branches in Arizona, Colorado, Illinois, Kansas, Nebraska, Oklahoma, and Texas. The Company also has offices in Pennsylvania, South Dakota, Indiana, Utah, Minnesota, California, and Wisconsin.

2.  Summary of Significant Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements.  These estimates and assumptions also impact reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.  A summary of the significant accounting policies to assist the reader in understanding the financial presentation is provided in the Notes to Consolidated Financial Statements in the Form 10-K.

Cash and cash equivalents

Cash and cash equivalents includes Cash and due from banks and amounts due from the Federal Reserve Bank (FRB).  Cash on hand, cash items in the process of collection, and amounts due from correspondent banks are included in Cash and due from banks.  Amounts due from the FRB are interest-bearing for all periods presented and are included in the Interest-bearing due from banks line on the Company’s Consolidated Balance Sheets.

This table provides a summary of cash and cash equivalents as presented on the Consolidated Statements of Cash Flows as of March 31, 2021 and March 31, 2020 (in thousands):

 

 

 

March 31,

 

 

 

2021

 

 

2020

 

Due from the FRB

 

$

3,806,302

 

 

$

1,078,701

 

Cash and due from banks

 

 

387,230

 

 

 

340,553

 

Cash and cash equivalents at end of period

 

$

4,193,532

 

 

$

1,419,254

 

 

Also included in the Interest-bearing due from banks, but not considered cash and cash equivalents, are interest-bearing accounts held at other financial institutions, which totaled $54.5 million and $30.6 million at March 31, 2021 and March 31, 2020, respectively.

Per Share Data  

Basic net income (loss) per share is computed based on the weighted average number of shares of common stock outstanding during each period.  Diluted quarter-to-date net income per share includes the dilutive effect of

9


 

424,109 shares issuable upon the exercise of stock options, nonvested restricted shares, and nonvested restricted stock units granted by the Company and outstanding at March 31, 2021.  Basic and diluted net loss per share were the same at March 31, 2020 as the impact of all potentially dilutive shares was anti-dilutive.

Certain options, restricted stock and restricted stock units issued under employee benefits plans were excluded from the computation of diluted earnings per share because they were anti-dilutive.  At March 31, 2021, there were no outstanding stock options, restricted stock and restricted stock units excluded from the computation of diluted income per share.  At March 31, 2020, all outstanding options, restricted stock and restricted stock units were excluded. 

Derivatives  

The Company records all derivatives on the Consolidated Balance Sheets at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Currently, seven of the Company’s derivatives are designated in qualifying hedging relationships. However, the remainder of the Company’s derivatives are not designated in qualifying hedging relationships, as the derivatives are not used to manage risks within the Company’s assets or liabilities. All changes in fair value of the Company’s non-designated derivatives and fair value hedges are recognized directly in earnings. Changes in fair value of the Company’s cash flow hedges are recognized in accumulated other comprehensive income (AOCI) and are reclassified to earnings when the hedged transaction affects earnings.

3.  New Accounting Pronouncements

 

Credit Losses In June 2016, the FASB issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments.”  In April and November 2019, the FASB issued implementation amendments to the June 2016 ASU (collectively, the amended guidance).  The amended guidance replaced the current incurred loss methodology for recognizing credit losses with a current expected credit loss (CECL) model, which requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The amended guidance broadened the information that an entity must consider in developing its expected credit loss estimates.  Additionally, the updates amended the accounting for credit losses for available-for-sale debt securities and purchased financial assets with a more-than-insignificant amount of credit deterioration since origination.  The amended guidance required enhanced disclosures to help investors and other financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of a company’s loan portfolio. The Company adopted the amended guidance on January 1, 2020 using a modified retrospective approach for adoption.  Upon adoption, the Company recorded a cumulative effect adjustment to the Company’s Consolidated Balance Sheets of $9.0 million as increase to the allowance for credit losses and $7.0 million as a reduction to retained earnings, net of deferred tax balances.  See Note 4, “Loans and Allowance for Credit Losses” for related disclosures.

 

 

4.  Loans and Allowance for Credit Losses

Loan Origination/Risk Management

The Company has certain lending policies and procedures in place that are designed to minimize the level of risk within the loan portfolio.  Diversification of the loan portfolio manages the risk associated with fluctuations in economic conditions.  Authority levels are established for the extension of credit to ensure consistency throughout the Company.  It is necessary that policies, processes and practices implemented to control the risks of individual credit transactions and portfolio segments are sound and adhered to.  The Company maintains an independent loan review department that reviews and validates the risk assessment on a continual basis.  Management regularly evaluates the results of the loan reviews.  The loan review process complements and reinforces the risk identification and assessment decisions made by lenders and credit personnel, as well as the Company’s policies and procedures.

10


 

Commercial and industrial loans are underwritten after evaluating and understanding the borrower’s ability to operate profitably and prudently expand its business.  Commercial loans are made based on the identified cash flows of the borrower and on the underlying collateral provided by the borrower.  The cash flows of the borrower, however, may not be as expected and the collateral securing these loans may fluctuate in value.  Most commercial loans are secured by the assets being financed or other business assets such as accounts receivable or inventory and may incorporate a personal guarantee.  In the case of loans secured by accounts receivable, the availability of funds for the repayment of these loans may be substantially dependent on the ability of the borrower to collect amounts from its customers.  

Specialty lending loans include Asset-based and Factoring loans. Asset-based loans are offered primarily in the form of revolving lines of credit to commercial borrowers that do not generally qualify for traditional bank financing.  Asset-based loans are underwritten based primarily upon the value of the collateral pledged to secure the loan, rather than on the borrower’s general financial condition.  The Company utilizes pre-loan due diligence techniques, monitoring disciplines, and loan management practices common within the asset-based lending industry to underwrite loans to these borrowers.  Factoring loans provide working capital through the purchase and/or financing of accounts receivable to borrowers in the transportation industry and to commercial borrowers that do not generally qualify for traditional bank financing.  

Commercial real estate loans are subject to underwriting standards and processes similar to commercial loans, in addition to those of real estate loans.  These loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate.  Commercial real estate lending typically involves higher loan principal amounts, and the repayment of these loans is largely dependent on the successful operation of the property securing the loan or the business conducted on the property securing the loan.  The Company requires that an appraisal of the collateral be made at origination and on an as-needed basis, in conformity with current market conditions and regulatory requirements.  The underwriting standards address both owner and non-owner occupied real estate.  Also included in Commercial real estate are Construction loans that are underwritten using feasibility studies, independent appraisal reviews, sensitivity analysis or absorption and lease rates, and financial analysis of the developers and property owners.  Construction loans are based upon estimates of costs and value associated with the complete project.  Construction loans often involve the disbursement of substantial funds with repayment substantially dependent on the success of the ultimate project.  Sources of repayment for these types of loans may be pre-committed permanent loans, sales of developed property or an interim loan commitment from the Company until permanent financing is obtained.  These loans are closely monitored by on-site inspections and are considered to have higher risks than other real estate loans due to their repayment being sensitive to interest rate changes, governmental regulation of real property, economic conditions, and the availability of long-term financing.

Consumer real estate loans, including residential real estate and home equity loans, are underwritten based on the borrower’s loan-to-value percentage, collection remedies, and overall credit history.  

Consumer loans are underwritten based on the borrower’s repayment ability.  The Company monitors delinquencies on all of its consumer loans and leases.  The underwriting and review practices combined with the relatively small loan amounts that are spread across many individual borrowers, minimizes risk.  Consumer loans and leases that are 90 days past due or more are considered non-performing.

Credit cards include both commercial and consumer credit cards.  Commercial credit cards are generally unsecured and are underwritten with criteria similar to commercial loans, including an analysis of the borrower’s cash flow, available business capital, and overall creditworthiness of the borrower.  Consumer credit cards are underwritten based on the borrower’s repayment ability.  The Company monitors delinquencies on all of its consumer credit cards and periodically reviews the distribution of FICO scores relative to historical periods to monitor credit risk on its consumer credit card loans.  

Credit risk is a potential loss resulting from nonpayment of either the primary or secondary exposure.  Credit risk is mitigated with formal risk management practices and a thorough initial credit-granting process including consistent underwriting standards and approval process.  Control factors or techniques to minimize credit risk include knowing the client, understanding total exposure, analyzing the client and debtor’s financial capacity, and monitoring the client’s activities.  Credit risk and portions of the portfolio risk are managed through concentration considerations, average risk ratings, and other aggregate characteristics.  

11


 

Loan Aging Analysis

This table provides a summary of loan classes and an aging of past due loans at March 31, 2021 and December 31, 2020 (in thousands):

 

 

 

March 31, 2021

 

 

 

30-89

Days Past

Due and

Accruing

 

 

Greater than

90 Days Past

Due and

Accruing

 

 

Nonaccrual

Loans

 

 

Total

Past Due

 

 

Current

 

 

Total Loans

 

Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

$

3,156

 

 

$

66

 

 

$

30,181

 

 

$

33,403

 

 

$

7,136,002

 

 

$

7,169,405

 

Specialty lending

 

 

 

 

 

 

 

 

19,083

 

 

 

19,083

 

 

 

501,693

 

 

 

520,776

 

Commercial real estate

 

 

12,335

 

 

 

183

 

 

 

21,297

 

 

 

33,815

 

 

 

6,116,539

 

 

 

6,150,354

 

Consumer real estate

 

 

1,610

 

 

 

111

 

 

 

5,372

 

 

 

7,093

 

 

 

1,992,647

 

 

 

1,999,740

 

Consumer

 

 

196

 

 

 

173

 

 

 

73

 

 

 

442

 

 

 

120,055

 

 

 

120,497

 

Credit cards

 

 

1,563

 

 

 

1,240

 

 

 

700

 

 

 

3,503

 

 

 

353,003

 

 

 

356,506

 

Leases and other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

180,107

 

 

 

180,107

 

Total loans

 

$

18,860

 

 

$

1,773

 

 

$

76,706

 

 

$

97,339

 

 

$

16,400,046

 

 

$

16,497,385

 

 

 

 

 

 

 

December 31, 2020

 

 

 

30-89

Days Past

Due and

Accruing

 

 

Greater than

90 Days Past

Due and

Accruing

 

 

Nonaccrual

Loans

 

 

Total

Past Due

 

 

Current

 

 

Total Loans

 

Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

$

4,652

 

 

$

319

 

 

$

33,769

 

 

$

38,740

 

 

$

7,023,334

 

 

$

7,062,074

 

Specialty lending

 

 

 

 

 

 

 

 

19,437

 

 

 

19,437

 

 

 

491,863

 

 

 

511,300

 

Commercial real estate

 

 

2,351

 

 

 

225

 

 

 

28,386

 

 

 

30,962

 

 

 

5,877,972

 

 

 

5,908,934

 

Consumer real estate

 

 

524

 

 

 

 

 

 

5,345

 

 

 

5,869

 

 

 

1,939,625

 

 

 

1,945,494

 

Consumer

 

 

281

 

 

 

120

 

 

 

88

 

 

 

489

 

 

 

117,497

 

 

 

117,986

 

Credit cards

 

 

2,061

 

 

 

1,288

 

 

 

798

 

 

 

4,147

 

 

 

362,821

 

 

 

366,968

 

Leases and other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

190,895

 

 

 

190,895

 

Total loans

 

$

9,869

 

 

$

1,952

 

 

$

87,823

 

 

$

99,644

 

 

$

16,004,007

 

 

$

16,103,651

 

 

The Company sold consumer real estate loans with proceeds of $43.2 million and $75.7 million in the secondary market without recourse during the three months ended March 31, 2021 and 2020, respectively.  

The Company has ceased the recognition of interest on loans with a carrying value of $76.7 million and $87.8 million at March 31, 2021 and December 31, 2020, respectively.  Restructured loans totaled $7.9 million and $10.8 million at March 31, 2021 and December 31, 2020, respectively.  Loans 90 days past due and still accruing interest amounted to $1.8 million and $2.0 million at March 31, 2021 and December 31, 2020, respectively.  All interest accrued but not received for loans placed on nonaccrual is reversed against interest income.  There was an insignificant amount of interest reversed related to loans on nonaccrual during 2021.  Nonaccrual loans with no related allowance for credit losses totaled $34.1 million and $42.1 million at March 31, 2021 and December 31, 2020, respectively.

12


 

The following tables provide the amortized cost of nonaccrual loans with no related allowance for credit losses by loan class at March 31, 2021 and December 31, 2020 (in thousands):

 

 

 

March 31, 2021

 

 

 

Nonaccrual

Loans

 

 

Amortized Cost of Nonaccrual Loans with no related Allowance

 

Loans

 

 

 

 

 

 

 

 

Commercial and industrial

 

$

30,181

 

 

$

11,060

 

Specialty lending

 

 

19,083

 

 

 

1,674

 

Commercial real estate

 

 

21,297

 

 

 

15,221

 

Consumer real estate

 

 

5,372

 

 

 

5,372

 

Consumer

 

 

73

 

 

 

73

 

Credit cards

 

 

700

 

 

 

700

 

Total loans

 

$

76,706

 

 

$

34,100

 

 

 

 

December 31, 2020

 

 

 

Nonaccrual

Loans

 

 

Amortized Cost of Nonaccrual Loans with no related Allowance

 

Loans

 

 

 

 

 

 

 

 

Commercial and industrial

 

$

33,769

 

 

$

9,916

 

Specialty lending

 

 

19,437

 

 

 

242

 

Commercial real estate

 

 

28,386

 

 

 

25,733

 

Consumer real estate

 

 

5,345

 

 

 

5,345

 

Consumer

 

 

88

 

 

 

88

 

Credit cards

 

 

798

 

 

 

798

 

Total loans

 

$

87,823

 

 

$

42,122

 

13


 

 

Amortized Cost

The following tables provide a summary of the amortized cost balance of each of the Company’s loan classes disaggregated by collateral type and origination year as of March 31, 2021 and December 31, 2020 (in thousands):

 

 

 

March 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortized Cost - Revolving Loans

 

 

Amortized Cost - Revolving Loans Converted to Term Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loan Segment

and Type

 

Amortized Cost Basis by Origination Year - Term Loans

 

 

 

 

 

 

 

 

 

 

2021

 

 

2020

 

 

2019

 

 

2018

 

 

2017

 

 

Prior

 

 

 

 

 

 

Total

 

Commercial and industrial:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equipment/Accounts Receivable/Inventory

 

$

1,054,638

 

 

$

2,369,843

 

 

$

637,469

 

 

$

453,289

 

 

$

173,635

 

 

$

202,850

 

 

$

2,115,942

 

 

$

5,626

 

 

$

7,013,292

 

Agriculture

 

 

2,962

 

 

 

8,070

 

 

 

4,753

 

 

 

1,571

 

 

 

2,422

 

 

 

1,881

 

 

 

122,856

 

 

 

 

 

 

144,515

 

Overdrafts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

11,598

 

 

 

 

 

 

11,598

 

Total Commercial and industrial

 

 

1,057,600

 

 

 

2,377,913

 

 

 

642,222

 

 

 

454,860

 

 

 

176,057

 

 

 

204,731

 

 

 

2,250,396

 

 

 

5,626

 

 

 

7,169,405

 

Specialty lending:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asset-based lending

 

 

2,387

 

 

 

61,950

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

303,994

 

 

 

 

 

 

368,331

 

Factoring

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

152,445

 

 

 

 

 

 

152,445

 

Total Specialty lending

 

 

2,387

 

 

 

61,950

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

456,439

 

 

 

 

 

 

520,776

 

Commercial real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owner-occupied

 

 

120,177

 

 

 

583,506

 

 

 

315,070

 

 

 

252,097

 

 

 

156,162

 

 

 

263,986

 

 

 

18,297

 

 

 

3,639

 

 

 

1,712,934

 

Non-owner-occupied

 

 

465,337

 

 

 

705,983

 

 

 

660,048

 

 

 

209,190

 

 

 

126,261

 

 

 

386,854

 

 

 

21,639

 

 

 

116,001

 

 

 

2,691,313

 

Farmland

 

 

30,449

 

 

 

284,001

 

 

 

35,557

 

 

 

29,720

 

 

 

29,150

 

 

 

48,835

 

 

 

36,470

 

 

 

 

 

 

494,182

 

5+ Multi-family

 

 

4,871

 

 

 

228,665

 

 

 

106,403

 

 

 

2,669

 

 

 

3,816

 

 

 

39,504

 

 

 

1,820

 

 

 

 

 

 

387,748

 

1-4 Family construction

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

39,046

 

 

 

 

 

 

39,046

 

General construction

 

 

9,157

 

 

 

20,063

 

 

 

3,004

 

 

 

1,144

 

 

 

398

 

 

 

365

 

 

 

791,000

 

 

 

 

 

 

825,131

 

Total Commercial real estate

 

 

629,991

 

 

 

1,822,218

 

 

 

1,120,082

 

 

 

494,820

 

 

 

315,787

 

 

 

739,544

 

 

 

908,272

 

 

 

119,640

 

 

 

6,150,354

 

Consumer real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

HELOC

 

 

11,893

 

 

 

81,980

 

 

 

9,813

 

 

 

3,745

 

 

 

34

 

 

 

2,527

 

 

 

252,275

 

 

 

192

 

 

 

362,459

 

First lien: 1-4 family

 

 

171,257

 

 

 

873,810

 

 

 

282,568

 

 

 

75,864

 

 

 

79,744

 

 

 

133,202

 

 

 

356

 

 

 

 

 

 

1,616,801

 

Junior lien: 1-4 family

 

 

1,274

 

 

 

8,051

 

 

 

5,813

 

 

 

2,024

 

 

 

1,006

 

 

 

2,036

 

 

 

276

 

 

 

 

 

 

20,480

 

Total Consumer real estate

 

 

184,424

 

 

 

963,841

 

 

 

298,194

 

 

 

81,633

 

 

 

80,784

 

 

 

137,765

 

 

 

252,907

 

 

 

192

 

 

 

1,999,740

 

Consumer:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revolving line

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

66,690

 

 

 

 

 

 

66,690

 

Auto

 

 

3,155

 

 

 

11,496

 

 

 

8,742

 

 

 

2,431

 

 

 

1,296

 

 

 

663

 

 

 

 

 

 

 

 

 

27,783

 

Other

 

 

1,826

 

 

 

4,309

 

 

 

2,686

 

 

 

1,883

 

 

 

187

 

 

 

1,044

 

 

 

14,089

 

 

 

 

 

 

26,024

 

Total Consumer

 

 

4,981

 

 

 

15,805

 

 

 

11,428

 

 

 

4,314

 

 

 

1,483

 

 

 

1,707

 

 

 

80,779

 

 

 

 

 

 

120,497

 

Credit cards:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

172,816

 

 

 

 

 

 

172,816

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

183,690

 

 

 

 

 

 

183,690

 

Total Credit cards

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

356,506

 

 

 

 

 

 

356,506

 

Leases and other:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Leases

 

 

 

 

 

 

 

 

915

 

 

 

 

 

 

787

 

 

 

679

 

 

 

 

 

 

 

 

 

2,381

 

Other

 

 

628

 

 

 

31,742

 

 

 

9,410

 

 

 

6,553

 

 

 

2,128

 

 

 

1,467

 

 

 

125,798

 

 

 

 

 

 

177,726

 

Total Leases and other

 

 

628

 

 

 

31,742

 

 

 

10,325

 

 

 

6,553

 

 

 

2,915

 

 

 

2,146

 

 

 

125,798

 

 

 

 

 

 

180,107

 

Total loans

 

$

1,880,011

 

 

$

5,273,469

 

 

$

2,082,251

 

 

$

1,042,180

 

 

$

577,026

 

 

$

1,085,893

 

 

$

4,431,097

 

 

$

125,458

 

 

$

16,497,385

 

 

 

 

14


 

 

 

 

December 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortized Cost - Revolving Loans

 

 

Amortized Cost - Revolving Loans Converted to Term Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loan Segment

and Type

 

Amortized Cost Basis by Origination Year - Term Loans

 

 

 

 

 

 

 

 

 

 

2020

 

 

2019

 

 

2018

 

 

2017

 

 

2016

 

 

Prior

 

 

 

 

 

 

Total

 

Commercial and industrial:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equipment/Accounts Receivable/Inventory

 

$

3,185,589

 

 

$

684,488

 

 

$

471,950

 

 

$

185,167

 

 

$

178,576

 

 

$

69,599

 

 

$

2,108,799

 

 

$

 

 

$

6,884,168

 

Agriculture

 

 

8,886

 

 

 

6,495

 

 

 

1,976

 

 

 

3,651

 

 

 

2,164

 

 

 

416

 

 

 

137,955

 

 

 

38

 

 

 

161,581

 

Overdrafts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

16,325

 

 

 

 

 

 

16,325

 

Total Commercial and industrial

 

 

3,194,475

 

 

 

690,983

 

 

 

473,926

 

 

 

188,818

 

 

 

180,740

 

 

 

70,015

 

 

 

2,263,079

 

 

 

38

 

 

 

7,062,074

 

Specialty lending:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asset-based lending

 

 

64,258

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

291,091

 

 

 

 

 

 

355,349

 

Factoring

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

155,951

 

 

 

 

 

 

155,951

 

Total Specialty lending

 

 

64,258

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

447,042

 

 

 

 

 

 

511,300

 

Commercial real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owner-occupied

 

 

579,212

 

 

 

334,098

 

 

 

233,192

 

 

 

170,913

 

 

 

120,603

 

 

 

176,377

 

 

 

18,880

 

 

 

51,910

 

 

 

1,685,185

 

Non-owner-occupied

 

 

846,030

 

 

 

630,457

 

 

 

230,549

 

 

 

169,193

 

 

 

333,215

 

 

 

115,753

 

 

 

49,384

 

 

 

97,954

 

 

 

2,472,535

 

Farmland

 

 

297,788

 

 

 

37,288

 

 

 

31,454

 

 

 

37,485

 

 

 

28,925

 

 

 

29,480

 

 

 

40,043

 

 

 

 

 

 

502,463

 

5+ Multi-family

 

 

190,922

 

 

 

80,293

 

 

 

2,835

 

 

 

32,498

 

 

 

39,802

 

 

 

6,298

 

 

 

2,418

 

 

 

94,789

 

 

 

449,855

 

1-4 Family construction

 

 

144

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

30,131

 

 

 

 

 

 

30,275

 

General construction

 

 

20,452

 

 

 

3,082

 

 

 

1,215

 

 

 

514

 

 

 

358

 

 

 

2,738

 

 

 

733,952

 

 

 

6,310

 

 

 

768,621

 

Total Commercial real estate

 

 

1,934,548

 

 

 

1,085,218

 

 

 

499,245

 

 

 

410,603

 

 

 

522,903

 

 

 

330,646

 

 

 

874,808

 

 

 

250,963

 

 

 

5,908,934

 

Consumer real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

HELOC

 

 

82,410

 

 

 

11,236

 

 

 

4,263

 

 

 

241

 

 

 

63

 

 

 

2,561

 

 

 

294,390

 

 

 

5

 

 

 

395,169

 

First lien: 1-4 family

 

 

896,676

 

 

 

304,017

 

 

 

83,429

 

 

 

87,927

 

 

 

78,458

 

 

 

75,408

 

 

 

2,579

 

 

 

 

 

 

1,528,494

 

Junior lien: 1-4 family

 

 

9,142

 

 

 

6,383

 

 

 

2,360

 

 

 

1,247

 

 

 

948

 

 

 

1,470

 

 

 

281

 

 

 

 

 

 

21,831

 

Total Consumer real estate

 

 

988,228

 

 

 

321,636

 

 

 

90,052

 

 

 

89,415

 

 

 

79,469

 

 

 

79,439

 

 

 

297,250

 

 

 

5

 

 

 

1,945,494

 

Consumer:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revolving line

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

65,215

 

 

 

 

 

 

65,215

 

Auto

 

 

12,470

 

 

 

9,846

 

 

 

2,960

 

 

 

1,645

 

 

 

680

 

 

 

348

 

 

 

 

 

 

 

 

 

27,949

 

Other

 

 

5,017

 

 

 

3,200

 

 

 

2,131

 

 

 

216

 

 

 

1,005

 

 

 

172

 

 

 

13,081

 

 

 

 

 

 

24,822

 

Total Consumer

 

 

17,487

 

 

 

13,046

 

 

 

5,091

 

 

 

1,861

 

 

 

1,685

 

 

 

520

 

 

 

78,296

 

 

 

 

 

 

117,986

 

Credit cards:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

188,681

 

 

 

 

 

 

188,681

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

178,287

 

 

 

 

 

 

178,287

 

Total Credit cards

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

366,968

 

 

 

 

 

 

366,968

 

Leases and other:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Leases

 

 

 

 

 

915

 

 

 

 

 

 

787

 

 

 

 

 

 

711

 

 

 

 

 

 

 

 

 

2,413

 

Other

 

 

33,626

 

 

 

10,758

 

 

 

7,659

 

 

 

2,611

 

 

 

1,323

 

 

 

646

 

 

 

131,859

 

 

 

 

 

 

188,482

 

Total Leases and other

 

 

33,626

 

 

 

11,673

 

 

 

7,659

 

 

 

3,398

 

 

 

1,323

 

 

 

1,357

 

 

 

131,859

 

 

 

 

 

 

190,895

 

Total loans

 

$

6,232,622

 

 

$

2,122,556

 

 

$

1,075,973

 

 

$

694,095

 

 

$

786,120

 

 

$

481,977

 

 

$

4,459,302

 

 

$

251,006

 

 

$

16,103,651

 

 

Accrued interest on loans totaled $60.8 million and $58.8 million as of March 31, 2021 and December 31, 2020, respectively, and is included in the Accrued income line on the Company’s Consolidated Balance Sheets.  The total amount of accrued interest is excluded from the amortized cost basis of loans presented above.  Further, the Company has elected not to measure an allowance for credit losses for accrued interest receivable.

15


 

Credit Quality Indicators

As part of the on-going monitoring of the credit quality of the Company’s loan portfolio, management tracks certain credit quality indicators including trends related to the risk grading of specified classes of loans, net charge-offs, non-performing loans, and general economic conditions.

The Company utilizes a risk grading matrix to assign a rating to each of its commercial, commercial real estate, and construction real estate loans. Changes in credit risk are monitored on a continuous basis and changes in risk ratings are made when identified.  The loan ratings are summarized into the following categories:  Non-watch list, Watch, Special Mention, Substandard, and Doubtful.  Any loan not classified in one of the categories described below is considered to be a Non-watch list loan.  A description of the general characteristics of the loan rating categories is as follows:

 

Watch – This rating represents credit exposure that presents higher than average risk and warrants greater than routine attention by Company personnel due to conditions affecting the borrower, the borrower’s industry or the economic environment.  These conditions have resulted in some degree of uncertainty that results in higher than average credit risk.  These loans are considered pass-rated credits.

 

Special Mention – This rating reflects a potential weakness that deserves management’s close attention.  If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or the borrower’s credit position at some future date.  The rating is not adversely classified and does not expose an institution to sufficient risk to warrant adverse classification.

 

Substandard – This rating represents an asset inadequately protected by the current sound worth and paying capacity of the borrower or of the collateral pledged, if any.  Assets so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt.  Loans in this category are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.  Loss potential, while existing in the aggregate amount of substandard assets, does not have to exist in individual assets classified as substandard.

 

Doubtful – This rating represents an asset that has all the weaknesses inherent in an asset classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, based on currently existing facts, conditions and values, highly questionable and improbable.  The possibility of loss is extremely high, but because of certain important and reasonably specific pending factors, which may work to the advantage of strengthening the asset, its classification as an estimated loss is deferred until its more exact status may be determined.  Pending factors include proposed merger, acquisition, liquidation procedures, capital injection, or perfecting liens.

Commercial and industrial

A discussion of the credit quality indicators that impact each type of collateral securing Commercial and industrial loans is included below:

Equipment, accounts receivable, and inventory General commercial and industrial loans are secured by working capital assets and non-real estate assets.  The general purpose of these loans is for financing capital expenditures and current operations for commercial and industrial entities.  These assets are short-term in nature.  In the case of accounts receivable and inventories, the repayment of debt is reliant upon converting assets into cash or through goods and services being sold and collected.  Collateral based-risk is due to aged short-term assets, which can be indicative of underlying issues with the borrower and lead to the value of the collateral being overstated.

Agriculture Agricultural loans are secured by non-real estate agricultural assets.  These include shorter-term assets such as equipment, crops, and livestock.  The risks associated with loans to finance crops or livestock include the borrower’s ability to successfully raise and market the commodity.  Adverse weather conditions and other natural perils can dramatically affect farmers’ or ranchers’ production and ability to service debt.  Volatile commodity prices present another significant risk for agriculture borrowers.  Market price volatility and production cost volatility can affect both revenues and expenses.

16


 

Overdrafts Commercial overdrafts are typically short-term and unsecured.  Some commercial borrowers tie their overdraft obligation to their line of credit, so any draw on the line of credit will satisfy the overdraft.

Based on the factors noted above for each type of collateral, the Company assigns risk ratings to borrowers based on their most recently assessed financial position.

The following tables provide a summary of the amortized cost balance by collateral type and risk rating as of March 31, 2021 and December 31, 2020 (in thousands):

 

 

 

March 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortized Cost - Revolving Loans

 

 

Amortized Cost - Revolving Loans Converted to Term Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Risk by Collateral

 

Amortized Cost Basis by Origination Year - Term Loans

 

 

 

 

 

 

 

 

 

 

2021

 

 

2020

 

 

2019

 

 

2018

 

 

2017

 

 

Prior

 

 

 

 

 

 

Total

 

Equipment/Accounts Receivable/Inventory

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-watch list – Pass

 

$

929,053

 

 

$

2,249,057

 

 

$

622,060

 

 

$

429,748

 

 

$

154,191

 

 

$

188,618

 

 

$

1,983,266

 

 

$

5,626

 

 

$

6,561,619

 

Watch – Pass

 

 

52,371

 

 

 

86,080

 

 

 

15,178

 

 

 

14,817

 

 

 

11,005

 

 

 

11,865

 

 

 

67,607

 

 

 

 

 

 

258,923

 

Special Mention

 

 

35,006

 

 

 

3,851

 

 

 

 

 

 

1,384

 

 

 

1,893

 

 

 

1,456

 

 

 

5,949

 

 

 

 

 

 

49,539

 

Substandard

 

 

38,208

 

 

 

30,769

 

 

 

231

 

 

 

3,866

 

 

 

1,346

 

 

 

911

 

 

 

59,120

 

 

 

 

 

 

134,451

 

Doubtful

 

 

 

 

 

86

 

 

 

 

 

 

3,474

 

 

 

5,200

 

 

 

 

 

 

 

 

 

 

 

 

8,760

 

Total Equipment/Accounts Receivable/Inventory

 

$

1,054,638

 

 

$

2,369,843

 

 

$

637,469

 

 

$

453,289

 

 

$

173,635

 

 

$

202,850

 

 

$

2,115,942

 

 

$

5,626

 

 

$

7,013,292

 

Agriculture

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-watch list – Pass

 

$

2,907

 

 

$

7,360

 

 

$

3,688

 

 

$

984

 

 

$

686

 

 

$

1,690

 

 

$

81,256

 

 

$

 

 

$

98,571

 

Watch – Pass

 

 

55

 

 

 

124

 

 

 

578

 

 

 

188

 

 

 

102

 

 

 

142

 

 

 

14,278

 

 

 

 

 

 

15,467

 

Special Mention

 

 

 

 

 

273

 

 

 

487

 

 

 

399

 

 

 

22

 

 

 

 

 

 

8,480

 

 

 

 

 

 

9,661

 

Substandard

 

 

 

 

 

313

 

 

 

 

 

 

 

 

 

1,612

 

 

 

49

 

 

 

18,842

 

 

 

 

 

 

20,816

 

Doubtful

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Agriculture

 

$

2,962

 

 

$

8,070

 

 

$

4,753

 

 

$

1,571

 

 

$

2,422

 

 

$

1,881

 

 

$

122,856

 

 

$

 

 

$

144,515

 

 

 

17


 

 

 

 

December 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortized Cost - Revolving Loans

 

 

Amortized Cost - Revolving Loans Converted to Term Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Risk by Collateral

 

Amortized Cost Basis by Origination Year - Term Loans

 

 

 

 

 

 

 

 

 

 

2020

 

 

2019

 

 

2018

 

 

2017

 

 

2016

 

 

Prior

 

 

 

 

 

 

Total

 

Equipment/Accounts Receivable/Inventory

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-watch list – Pass

 

$

2,975,305

 

 

$

664,016

 

 

$

439,460

 

 

$

171,409

 

 

$

165,321

 

 

$

67,442

 

 

$

1,948,261

 

 

$

 

 

$

6,431,214

 

Watch – Pass

 

 

89,746

 

 

 

10,400

 

 

 

9,309

 

 

 

5,126

 

 

 

11,044

 

 

 

1,592

 

 

 

70,768

 

 

 

 

 

 

197,985

 

Special Mention

 

 

53,334

 

 

 

9,788

 

 

 

15,524

 

 

 

1,898

 

 

 

2,158

 

 

 

 

 

 

8,485

 

 

 

 

 

 

91,187

 

Substandard

 

 

67,118

 

 

 

231

 

 

 

7,657

 

 

 

1,369

 

 

 

53

 

 

 

565

 

 

 

81,246

 

 

 

 

 

 

158,239

 

Doubtful

 

 

86

 

 

 

53

 

 

 

 

 

 

5,365

 

 

 

 

 

 

 

 

 

39

 

 

 

 

 

 

5,543

 

Total Equipment/Accounts Receivable/Inventory

 

$

3,185,589

 

 

$

684,488

 

 

$

471,950

 

 

$

185,167

 

 

$

178,576

 

 

$

69,599

 

 

$

2,108,799

 

 

$

 

 

$

6,884,168

 

Agriculture

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-watch list – Pass

 

$

7,880

 

 

$

3,924

 

 

$

1,389

 

 

$

1,379

 

 

$

1,759

 

 

$

404

 

 

$

92,917

 

 

$

38

 

 

$

109,690

 

Watch – Pass

 

 

179

 

 

 

2,571

 

 

 

188

 

 

 

102

 

 

 

345

 

 

 

 

 

 

17,956

 

 

 

 

 

 

21,341

 

Special Mention

 

 

303

 

 

 

 

 

 

399

 

 

 

22

 

 

 

 

 

 

12

 

 

 

6,674

 

 

 

 

 

 

7,410

 

Substandard

 

 

524

 

 

 

 

 

 

 

 

 

2,148

 

 

 

60

 

 

 

 

 

 

20,408

 

 

 

 

 

 

23,140

 

Doubtful

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Agriculture

 

$

8,886

 

 

$

6,495

 

 

$

1,976

 

 

$

3,651

 

 

$

2,164

 

 

$

416

 

 

$

137,955

 

 

$

38

 

 

$

161,581

 

 

Specialty lending

A discussion of the credit quality indicators that impact each type of collateral securing Specialty loans is included below:

Asset-based lending General asset-based loans are secured by accounts receivable, inventory, equipment, and real estate.  The purpose of these loans is for financing current operations for commercial customers.  The repayment of debt is reliant upon collection of the accounts receivable within 30 to 90 days or converting assets into cash or through goods and services being sold and collected.  The Company tracks each individual borrower credit risk based on their loan to collateral position.  Any borrower position where the underlying value of collateral is below the fair value of the loan is considered out-of-margin and inherently higher risk.

Factoring General factoring loans are secured by accounts receivable.  The purpose of these loans is for financing current operations for trucking or other commercial customers.  The repayment of debt is reliant upon collection of the accounts receivable within 30 to 90 days.  The Company tracks each individual borrower’s credit risk based on their loan to collateral position.  To assess credit risk, the portfolio is separated into two tiers and a specifically impaired category.  Tier 1 are loans that have not experienced collateral coverage rates falling below an internally tracked threshold at any time during their relationship history.  The internal threshold is lower than each customers’ actual contractual collateral coverage ratio.  Tier 2 are loans that have experienced collateral coverage rates falling below the same internally tracked threshold during their relationship history.  Loans individually evaluated are loans that have either experienced collateral coverage rates falling below an internally tracked threshold during their relationship history or have balances that are greater than an internally tracked threshold.  Individually evaluated loans utilize a practical expedient for the purpose of determining the expected credit loss. Collateral dependent assets are loans placed on non-accrual and loans considered to be TDRs.  The combination of these categories has created an associated allowance to this portfolio of $0.6 million at both March 31, 2021 and December 31, 2020.

18


 

The following table provides a summary of the amortized cost balance by risk rating for asset-based loans as of March 31, 2021 and December 31, 2020 (in thousands):

 

 

 

Asset-based lending

 

Risk

 

March 31, 2021

 

 

December 31, 2020

 

In-margin

 

$

350,922

 

 

$

331,360

 

Out-of-margin

 

 

17,409

 

 

 

23,989

 

Total

 

$

368,331

 

 

$

355,349

 

 

The following table provides a summary of the amortized cost balance by risk rating for factoring loans as of March 31, 2021 and December 31, 2020 (in thousands):

 

 

 

Factoring

 

Risk

 

March 31, 2021

 

 

December 31, 2020

 

Tier 1

 

$

7,144

 

 

$

10,774

 

Tier 2

 

 

56,461

 

 

 

135,861

 

Individually evaluated

 

 

87,400

 

 

 

7,755

 

Collateral dependent assets

 

 

1,440

 

 

 

1,561

 

Total

 

$

152,445

 

 

$

155,951

 

 

Commercial real estate

A discussion of the credit quality indicators that impact each type of collateral securing Commercial real estate loans is included below:

Owner-occupied Owner-occupied loans are secured by commercial real estate.  These loans are often longer tenured and susceptible to multiple economic cycles.  The loans rely on the owner-occupied operations to service debt which cover a broad spectrum of industries.  Real estate debt can carry a significant amount of leverage for a borrower to maintain.

Non-owner-occupied Non-owner-occupied loans are secured by commercial real estate.  These loans are often longer tenured and susceptible to multiple economic cycles.  The key element of risk in this type of lending is the cyclical nature of real estate markets.  Although national conditions affect the overall real estate industry, the effect of national conditions on local markets is equally important.  Factors such as unemployment rates, consumer demand, household formation, and the level of economic activity can vary widely from state to state and among metropolitan areas.  In addition to geographic considerations, markets can be defined by property type.  While all sectors are influenced by economic conditions, some sectors are more sensitive to certain economic factors than others.

Farmland Farmland loans are secured by real estate used for agricultural purposes such as crop and livestock production. Assets used as collateral are long-term assets that carry the ability to have longer amortizations and maturities.  Longer terms carry the risk of added susceptibility to market conditions. The limited purpose of some Agriculture-related collateral affects credit risk because such collateral may have limited or no other uses to support values when loan repayment problems emerge.

5+ Multi-family 5+ multi-family loans are secured by a multi-family residential property. The primary risks associated with this type of collateral are largely driven by economic conditions. The national and local market conditions can change with unemployment rates or competing supply of multi-family housing.   Tenants may not be able to afford their housing or have better options and this can result in increased vacancy.  Rents may need to be lowered to fill apartment units.  Increased vacancy and lower rental rates not only drive the borrower’s ability to repay debt but also contribute to how the collateral is valued.

1-4 Family construction 1-4 family construction loans are secured by 1-4 family residential real estate and are in the process of construction or improvements being made. The predominant risk inherent to this portfolio is the risk associated with a borrower’s ability to successfully complete a project on time and within budget. Market

19


 

conditions also play an important role in understanding the risk profile.  Risk from adverse changes in market conditions from the start of development to completion can result in deflated collateral values

General construction General construction loans are secured by commercial real estate in process of construction or improvements being made and their repayment is dependent on the collateral’s completion.  Construction lending presents unique risks not encountered in term financing of existing real estate. The predominant risk inherent to this portfolio is the risk associated with a borrower’s ability to successfully complete a project on time and within budget.  Commercial properties under construction are susceptible to market and economic conditions.  Demand from prospective customers may erode after construction begins because of a general economic slowdown or an increase in the supply of competing properties.

Based on the factors noted above for each type of collateral, the Company assigns risk ratings to borrowers based on their most recently assessed financial position.  

The following tables provide a summary of the amortized cost balance by collateral type and risk rating as of March 31, 2021 and December 31, 2020 (in thousands):

20


 

 

 

March 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortized Cost - Revolving Loans

 

 

Amortized Cost - Revolving Loans Converted to Term Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Risk by Collateral

 

Amortized Cost Basis by Origination Year - Term Loans

 

 

 

 

 

 

 

 

 

 

2021

 

 

2020

 

 

2019

 

 

2018

 

 

2017

 

 

Prior

 

 

 

 

 

 

Total

 

Owner-occupied

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-watch list – Pass

 

$

119,343

 

 

$

574,043

 

 

$

306,753

 

 

$

245,581

 

 

$

127,363

 

 

$

247,605

 

 

$

14,023

 

 

$

3,639

 

 

$

1,638,350

 

Watch – Pass

 

 

 

 

 

2,335

 

 

 

8,217

 

 

 

5,729

 

 

 

1,181

 

 

 

10,254

 

 

 

568

 

 

 

 

 

 

28,284

 

Special Mention

 

 

106

 

 

 

1,394

 

 

 

 

 

 

 

 

 

 

 

 

2,564

 

 

 

 

 

 

 

 

 

4,064

 

Substandard

 

 

728

 

 

 

5,734

 

 

 

100

 

 

 

787

 

 

 

27,618

 

 

 

3,563

 

 

 

3,706

 

 

 

 

 

 

42,236

 

Doubtful

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Owner-occupied

 

$

120,177

 

 

$

583,506

 

 

$

315,070

 

 

$

252,097

 

 

$

156,162

 

 

$

263,986

 

 

$

18,297

 

 

$

3,639

 

 

$

1,712,934

 

Non-owner-occupied

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-watch list – Pass

 

$

431,837

 

 

$

695,641

 

 

$

547,676

 

 

$

184,201

 

 

$

120,831

 

 

$

334,679

 

 

$

21,639

 

 

$

116,001

 

 

$

2,452,505

 

Watch – Pass

 

 

33,500

 

 

 

1,326

 

 

 

60,675

 

 

 

24,989

 

 

 

5,430

 

 

 

9,530

 

 

 

 

 

 

 

 

 

135,450

 

Special Mention

 

 

 

 

 

9,016

 

 

 

25,187

 

 

 

 

 

 

 

 

 

41,335

 

 

 

 

 

 

 

 

 

75,538

 

Substandard

 

 

 

 

 

 

 

 

26,510

 

 

 

 

 

 

 

 

 

1,310

 

 

 

 

 

 

 

 

 

27,820

 

Doubtful

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Non-owner-occupied

 

$

465,337

 

 

$

705,983

 

 

$

660,048

 

 

$

209,190

 

 

$

126,261

 

 

$

386,854

 

 

$

21,639

 

 

$

116,001

 

 

$

2,691,313

 

Farmland

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-watch list – Pass

 

$

10,019

 

 

$

237,511

 

 

$

26,282

 

 

$

15,149

 

 

$

22,288

 

 

$

18,170

 

 

$

17,976

 

 

$

 

 

$

347,395

 

Watch – Pass

 

 

6,413

 

 

 

20,732

 

 

 

8,720

 

 

 

13,404

 

 

 

4,523

 

 

 

23,843

 

 

 

15,887

 

 

 

 

 

 

93,522

 

Special Mention

 

 

 

 

 

 

 

 

303

 

 

 

630

 

 

 

2,339

 

 

 

4,890

 

 

 

476

 

 

 

 

 

 

8,638

 

Substandard

 

 

14,017

 

 

 

25,758

 

 

 

252

 

 

 

537

 

 

 

 

 

 

1,932

 

 

 

2,131

 

 

 

 

 

 

44,627

 

Doubtful

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Farmland

 

$

30,449

 

 

$

284,001

 

 

$

35,557

 

 

$

29,720

 

 

$

29,150

 

 

$

48,835

 

 

$

36,470

 

 

$

 

 

$

494,182

 

5+ Multi-family

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-watch list – Pass

 

$

4,871

 

 

$

228,665

 

 

$

82,373

 

 

$

2,669

 

 

$

2,499

 

 

$

39,504

 

 

$

1,820

 

 

$

 

 

$

362,401

 

Watch – Pass

 

 

 

 

 

 

 

 

21,597

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

21,597

 

Special Mention

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Substandard

 

 

 

 

 

 

 

 

2,433

 

 

 

 

 

 

1,317

 

 

 

 

 

 

 

 

 

 

 

 

3,750

 

Doubtful

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total 5+ Multi-family

 

$

4,871

 

 

$

228,665

 

 

$

106,403

 

 

$

2,669

 

 

$

3,816

 

 

$

39,504

 

 

$

1,820

 

 

$

 

 

$

387,748

 

1-4 Family construction

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-watch list – Pass

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

39,046

 

 

$

 

 

$

39,046

 

Watch – Pass

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Special Mention

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Substandard

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Doubtful

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total 1-4 Family construction

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

39,046

 

 

$

 

 

$

39,046

 

General construction

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-watch list – Pass

 

$

9,157

 

 

$

20,063

 

 

$

2,918

 

 

$

1,144

 

 

$

398

 

 

$

365

 

 

$

787,683

 

 

$

 

 

$

821,728

 

Watch – Pass

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Special Mention

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Substandard

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,317

 

 

 

 

 

 

3,317

 

Doubtful

 

 

 

 

 

 

 

 

86

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

86

 

Total General construction

 

$

9,157

 

 

$

20,063

 

 

$

3,004

 

 

$

1,144

 

 

$

398

 

 

$

365

 

 

$

791,000

 

 

$

 

 

$

825,131

 

 

21


 

 

 

 

 

December 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortized Cost - Revolving Loans

 

 

Amortized Cost - Revolving Loans Converted to Term Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Risk by Collateral

 

Amortized Cost Basis by Origination Year - Term Loans

 

 

 

 

 

 

 

 

 

 

2020

 

 

2019

 

 

2018

 

 

2017

 

 

2016

 

 

Prior

 

 

 

 

 

 

Total

 

Owner-occupied

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-watch list – Pass

 

$

568,636

 

 

$

327,579

 

 

$

227,581

 

 

$

141,758

 

 

$

118,593

 

 

$

163,292

 

 

$

15,052

 

 

$

51,910

 

 

$

1,614,401

 

Watch – Pass

 

 

1,712

 

 

 

6,413

 

 

 

4,761

 

 

 

1,194

 

 

 

 

 

 

8,581

 

 

 

 

 

 

 

 

 

22,661

 

Special Mention

 

 

1,424

 

 

 

 

 

 

 

 

 

 

 

 

1,588

 

 

 

 

 

 

 

 

 

 

 

 

3,012

 

Substandard

 

 

7,440

 

 

 

106

 

 

 

850

 

 

 

27,961

 

 

 

422

 

 

 

4,504

 

 

 

3,828

 

 

 

 

 

 

45,111

 

Doubtful

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Owner-occupied

 

$

579,212

 

 

$

334,098

 

 

$

233,192

 

 

$

170,913

 

 

$

120,603

 

 

$

176,377

 

 

$

18,880

 

 

$

51,910

 

 

$

1,685,185

 

Non-owner-occupied

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-watch list – Pass

 

$

802,078

 

 

$

525,246

 

 

$

205,484

 

 

$

156,290

 

 

$

294,979

 

 

$

101,616

 

 

$

49,384

 

 

$

81,499

 

 

$

2,216,576

 

Watch – Pass

 

 

43,769

 

 

 

45,748

 

 

 

25,065

 

 

 

12,903

 

 

 

1,936

 

 

 

7,701

 

 

 

 

 

 

16,455

 

 

 

153,577

 

Special Mention

 

 

183

 

 

 

32,953

 

 

 

 

 

 

 

 

 

36,300

 

 

 

5,100

 

 

 

 

 

 

 

 

 

74,536

 

Substandard

 

 

 

 

 

26,510

 

 

 

 

 

 

 

 

 

 

 

 

1,336

 

 

 

 

 

 

 

 

 

27,846

 

Doubtful

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Non-owner-occupied

 

$

846,030

 

 

$

630,457

 

 

$

230,549

 

 

$

169,193

 

 

$

333,215

 

 

$

115,753

 

 

$

49,384

 

 

$

97,954

 

 

$

2,472,535

 

Farmland

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-watch list – Pass

 

$

237,124

 

 

$

27,815

 

 

$

15,907

 

 

$

26,071

 

 

$

13,376

 

 

$

8,924

 

 

$

19,074

 

 

$

 

 

$

348,291

 

Watch – Pass

 

 

20,992

 

 

 

9,221

 

 

 

13,404

 

 

 

5,133

 

 

 

6,301

 

 

 

19,835

 

 

 

17,699

 

 

 

 

 

 

92,585

 

Special Mention

 

 

 

 

 

 

 

 

630

 

 

 

1,854

 

 

 

4,901

 

 

 

40

 

 

 

861

 

 

 

 

 

 

8,286

 

Substandard

 

 

39,672

 

 

 

252

 

 

 

1,513

 

 

 

4,427

 

 

 

4,347

 

 

 

681

 

 

 

2,409

 

 

 

 

 

 

53,301

 

Doubtful

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Farmland

 

$

297,788

 

 

$

37,288

 

 

$

31,454

 

 

$

37,485

 

 

$

28,925

 

 

$

29,480

 

 

$

40,043

 

 

$

 

 

$

502,463

 

5+ Multi-family

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-watch list – Pass

 

$

190,922

 

 

$

77,846

 

 

$

2,835

 

 

$

31,173

 

 

$

39,802

 

 

$

6,298

 

 

$

2,418

 

 

$

94,789

 

 

$

446,083

 

Watch – Pass

 

 

 

 

 

 

 

 

 

 

 

1,325

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,325

 

Special Mention

 

 

 

 

 

2,447

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,447

 

Substandard

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Doubtful

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total 5+ Multi-family

 

$

190,922

 

 

$

80,293

 

 

$

2,835

 

 

$

32,498

 

 

$

39,802

 

 

$

6,298

 

 

$

2,418

 

 

$

94,789

 

 

$

449,855

 

1-4 Family construction

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-watch list – Pass

 

$

144

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

30,131

 

 

$

 

 

$

30,275

 

Watch – Pass

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Special Mention

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Substandard

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Doubtful

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total 1-4 Family construction

 

$

144

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

30,131

 

 

$

 

 

$

30,275

 

General construction

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-watch list – Pass

 

$

20,452

 

 

$

2,996

 

 

$

1,215

 

 

$

514

 

 

$

358

 

 

$

2,738

 

 

$

730,616

 

 

$

6,310

 

 

$

765,199

 

Watch – Pass

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Special Mention

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Substandard

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,336

 

 

 

 

 

 

3,336

 

Doubtful

 

 

 

 

 

86

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

86

 

Total General construction

 

$

20,452

 

 

$

3,082

 

 

$

1,215

 

 

$

514

 

 

$

358

 

 

$

2,738

 

 

$

733,952

 

 

$

6,310

 

 

$

768,621

 

22


 

 

Consumer real estate

A discussion of the credit quality indicators that impact each type of collateral securing Consumer real estate loans is included below:

HELOC HELOC loans are revolving lines of credit secured by 1-4 family residential property. The primary risk is the borrower’s inability to repay debt.  Revolving notes are often associated with HELOCs that can be secured by real estate without a 1st lien priority.  Collateral is susceptible to market volatility impacting home values or economic downturns.

First lien: 1-4 family First lien 1-4 family loans are secured by a first lien on 1-4 family residential property. These term loans carry longer maturities and amortizations.  The longer tenure exposes the borrower to multiple economic cycles, coupled with longer amortizations that result in smaller principal reduction early in the life of the loan. Collateral is susceptible to market volatility impacting home values.

Junior lien: 1-4 family Junior lien 1-4 family loans are secured by a junior lien on 1-4 family residential property. The Company’s primary risk is the borrower’s inability to repay debt and not being in a first lien position. Collateral is susceptible to market volatility impacting home values or economic downturns.

A borrower is considered non-performing if the Company has ceased the recognition of interest and the loan is placed on non-accrual.  Charge-offs and borrower performance are tracked on a loan origination vintage basis. Certain vintages, based on their maturation cycle, could be at higher risk due to collateral-based risk factors.

 

The following tables provide a summary of the amortized cost balance by collateral type and risk rating as of March 31, 2021 and December 31, 2020 (in thousands):

 

 

 

March 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortized Cost - Revolving Loans

 

 

Amortized Cost - Revolving Loans Converted to Term Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Risk by Collateral

 

Amortized Cost Basis by Origination Year - Term Loans

 

 

 

 

 

 

 

 

 

 

2021

 

 

2020

 

 

2019

 

 

2018

 

 

2017

 

 

Prior

 

 

 

 

 

 

Total

 

HELOC

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Performing

 

$

11,893

 

 

$

81,964

 

 

$

9,787

 

 

$

3,700

 

 

$

34

 

 

$

2,486

 

 

$

249,102

 

 

$

192

 

 

$

359,158

 

Non-performing

 

 

 

 

 

16

 

 

 

26

 

 

 

45

 

 

 

 

 

 

41

 

 

 

3,173

 

 

 

 

 

 

3,301

 

Total HELOC

 

$

11,893

 

 

$

81,980

 

 

$

9,813

 

 

$

3,745

 

 

$

34

 

 

$

2,527

 

 

$

252,275

 

 

$

192

 

 

$

362,459

 

First lien: 1-4 family

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Performing

 

$

171,257

 

 

$

873,810

 

 

$

282,307

 

 

$

75,823

 

 

$

79,467

 

 

$

131,807

 

 

$

356

 

 

$

 

 

$

1,614,827

 

Non-performing

 

 

 

 

 

 

 

 

261

 

 

 

41

 

 

 

277

 

 

 

1,395

 

 

 

 

 

 

 

 

 

1,974

 

Total First lien: 1-4 family

 

$

171,257

 

 

$

873,810

 

 

$

282,568

 

 

$

75,864

 

 

$

79,744

 

 

$

133,202

 

 

$

356

 

 

$

 

 

$

1,616,801

 

Junior lien: 1-4 family

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Performing

 

$

1,274

 

 

$

8,051

 

 

$

5,805

 

 

$

2,009

 

 

$

985

 

 

$

1,983

 

 

$

276

 

 

$

 

 

$

20,383

 

Non-performing

 

 

 

 

 

 

 

 

8

 

 

 

15

 

 

 

21

 

 

 

53

 

 

 

 

 

 

 

 

 

97

 

Total Junior lien: 1-4 family

 

$

1,274

 

 

$

8,051

 

 

$

5,813

 

 

$

2,024

 

 

$

1,006

 

 

$

2,036

 

 

$

276

 

 

$

 

 

$

20,480

 

 

 

23


 

 

 

 

December 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortized Cost - Revolving Loans

 

 

Amortized Cost - Revolving Loans Converted to Term Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Risk by Collateral

 

Amortized Cost Basis by Origination Year - Term Loans

 

 

 

 

 

 

 

 

 

 

2020

 

 

2019

 

 

2018

 

 

2017

 

 

2016

 

 

Prior

 

 

 

 

 

 

Total

 

HELOC

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Performing

 

$

82,410

 

 

$

11,209

 

 

$

4,213

 

 

$

241

 

 

$

63

 

 

$

2,518

 

 

$

291,340

 

 

$

5

 

 

$

391,999

 

Non-performing

 

 

 

 

 

27

 

 

 

50

 

 

 

 

 

 

 

 

 

43

 

 

 

3,050

 

 

 

 

 

 

3,170

 

Total HELOC

 

$

82,410

 

 

$

11,236

 

 

$

4,263

 

 

$

241

 

 

$

63

 

 

$

2,561

 

 

$

294,390

 

 

$

5

 

 

$

395,169

 

First lien: 1-4 family

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Performing

 

$

896,676

 

 

$

303,810

 

 

$

83,429

 

 

$

87,637

 

 

$

77,466

 

 

$

74,849

 

 

$

2,579

 

 

$

 

 

$

1,526,446

 

Non-performing

 

 

 

 

 

207

 

 

 

 

 

 

290

 

 

 

992

 

 

 

559

 

 

 

 

 

 

 

 

 

2,048

 

Total First lien: 1-4 family

 

$

896,676

 

 

$

304,017

 

 

$

83,429

 

 

$

87,927

 

 

$

78,458

 

 

$

75,408

 

 

$

2,579

 

 

$

 

 

$

1,528,494

 

Junior lien: 1-4 family

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Performing

 

$

9,142

 

 

$

6,374

 

 

$

2,317

 

 

$

1,225

 

 

$

908

 

 

$

1,456

 

 

$

281

 

 

$

 

 

$

21,703

 

Non-performing

 

 

 

 

 

9

 

 

 

43

 

 

 

22

 

 

 

40

 

 

 

14

 

 

 

 

 

 

 

 

 

128

 

Total Junior lien: 1-4 family

 

$

9,142

 

 

$

6,383

 

 

$

2,360

 

 

$

1,247

 

 

$

948

 

 

$

1,470

 

 

$

281

 

 

$

 

 

$

21,831

 

 

Consumer

A discussion of the credit quality indicators that impact each type of collateral securing Consumer loans is included below:

Revolving line Consumer Revolving lines of credit are secured by consumer assets other than real estate.  The primary risk associated with this collateral is related to market volatility and the value of the underlying financial assets.

Auto Direct consumer auto loans are secured by new and used consumer vehicles.  The primary risk with this collateral class is the rate at which the collateral depreciates.

Other This category includes Other consumer loans made to an individual.  The primary risk for this category is for those loans where the loan is unsecured.  This collateral type also includes other unsecured lending such as consumer overdrafts.

24


 

A borrower is considered non-performing if the Company has ceased the recognition of interest and the loan is placed on non-accrual.  Charge-offs and borrower performance are tracked on a loan origination vintage basis. Certain vintages, based on their maturation cycle, could be at higher risk due to collateral-based risk factors.

 

The following tables provide a summary of the amortized cost balance by collateral type and risk rating as of March 31, 2021 and December 31, 2020 (in thousands):

 

 

 

March 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortized Cost - Revolving Loans

 

 

Amortized Cost - Revolving Loans Converted to Term Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Risk by Collateral

 

Amortized Cost Basis by Origination Year - Term Loans

 

 

 

 

 

 

 

 

 

 

2021

 

 

2020

 

 

2019

 

 

2018

 

 

2017

 

 

Prior

 

 

 

 

 

 

Total

 

Revolving line

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Performing

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

66,690

 

 

$

 

 

$

66,690

 

Non-performing

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Revolving line

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

66,690

 

 

$

 

 

$

66,690

 

Auto

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Performing

 

$

3,155

 

 

$

11,491

 

 

$

8,693

 

 

$

2,431

 

 

$

1,296

 

 

$

662

 

 

$

 

 

$

 

 

$

27,728

 

Non-performing

 

 

 

 

 

5

 

 

 

49

 

 

 

 

 

 

 

 

 

1

 

 

 

 

 

 

 

 

 

55

 

Total Auto

 

$

3,155

 

 

$

11,496

 

 

$

8,742

 

 

$

2,431

 

 

$

1,296

 

 

$

663

 

 

$

 

 

$

 

 

$

27,783

 

Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Performing

 

$

1,826

 

 

$

4,293

 

 

$

2,686

 

 

$

1,883

 

 

$

185

 

 

$

1,044

 

 

$

14,089

 

 

$

 

 

$

26,006

 

Non-performing

 

 

 

 

 

16

 

 

 

 

 

 

 

 

 

2

 

 

 

 

 

 

 

 

 

 

 

 

18

 

Total Other

 

$

1,826

 

 

$

4,309

 

 

$

2,686

 

 

$

1,883

 

 

$

187

 

 

$

1,044

 

 

$

14,089

 

 

$

 

 

$

26,024

 

 

 

 

 

 

December 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortized Cost - Revolving Loans

 

 

Amortized Cost - Revolving Loans Converted to Term Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Risk by Collateral

 

Amortized Cost Basis by Origination Year - Term Loans

 

 

 

 

 

 

 

 

 

 

2020

 

 

2019

 

 

2018

 

 

2017

 

 

2016

 

 

Prior

 

 

 

 

 

 

Total

 

Revolving line

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Performing

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

65,215

 

 

$

 

 

$

65,215

 

Non-performing

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Revolving line

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

65,215

 

 

$

 

 

$

65,215

 

Auto

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Performing

 

$

12,465

 

 

$

9,784

 

 

$

2,960

 

 

$

1,645

 

 

$

680

 

 

$

347

 

 

$

 

 

$

 

 

$

27,881

 

Non-performing

 

 

5

 

 

 

62

 

 

 

 

 

 

 

 

 

 

 

 

1

 

 

 

 

 

 

 

 

 

68

 

Total Auto

 

$

12,470

 

 

$

9,846

 

 

$

2,960

 

 

$

1,645

 

 

$

680

 

 

$

348

 

 

$

 

 

$

 

 

$

27,949

 

Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Performing

 

$

5,000

 

 

$

3,200

 

 

$

2,131

 

 

$

214

 

 

$

1,005

 

 

$

172

 

 

$

13,081

 

 

$

 

 

$

24,803

 

Non-performing

 

 

17

 

 

 

 

 

 

 

 

 

2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

19

 

Total Other

 

$

5,017

 

 

$

3,200

 

 

$

2,131

 

 

$

216

 

 

$

1,005

 

 

$

172

 

 

$

13,081

 

 

$

 

 

$

24,822

 

 

25


 

 

Credit cards

A discussion of the credit quality indicators that impact Credit card loans is included below:

Consumer Consumer credit card loans are revolving loans made to individuals.  The primary risk associated with this collateral class is credit card debt is generally unsecured; therefore, repayment depends primarily on a borrower’s willingness and capacity to repay. The highly competitive environment for credit card lending provides consumers with ample opportunity to hold several credit cards from different issuers and to pay only minimum monthly payments on outstanding balances. In such an environment, borrowers may become over-extended and unable to repay, particularly in times of an economic downturn or a personal catastrophic event.

The consumer credit card portfolio is segmented by borrower payment activity.  Transactors are defined as accounts that pay off their balance by the end of each statement cycle.  Revolvers are defined as an account that carries a balance from statement cycle to the next.  These accounts incur monthly finance charges, and, sometimes, late fees.  Revolvers are inherently higher risk and are tracked by FICO score.

Commercial Commercial credit card loans are revolving loans made to small and commercial businesses.   The primary risk associated with this collateral class is credit card debt is generally unsecured; therefore, repayment depends primarily on a borrower’s willingness and capacity to repay. Borrowers may become over-extended and unable to repay, particularly in times of an economic downturn or a catastrophic event.

The commercial credit card portfolio is segmented by current and past due payment status.  A borrower is past due after 30 days.  In general, commercial credit card customers do not have incentive to hold a balance resulting in paying interest on credit card debt as commercial customers will typically have other debt obligations with lower interest rates in which they can utilize for capital.

The following table provides a summary of the amortized cost balance of consumer credit cards by risk rating as of March 31, 2021 and December 31, 2020 (in thousands):

 

 

 

Consumer

 

Risk

 

March 31, 2021

 

 

December 31, 2020

 

Transactor accounts

 

$

45,854

 

 

$

51,017

 

Revolver accounts (by FICO score):

 

 

 

 

 

 

 

 

Less than 600

 

 

7,299

 

 

 

7,230

 

600-619

 

 

2,633

 

 

 

2,950

 

620-639

 

 

4,897

 

 

 

5,493

 

640-659

 

 

8,802

 

 

 

9,497

 

660-679

 

 

15,099

 

 

 

15,541

 

680-699

 

 

17,756

 

 

 

19,345

 

700-719

 

 

16,669

 

 

 

18,048

 

720-739

 

 

15,470

 

 

 

16,288

 

740-759

 

 

12,499

 

 

 

13,944

 

760-779

 

 

8,698

 

 

 

9,493

 

780-799

 

 

6,480

 

 

 

7,088

 

800-819

 

 

4,748

 

 

 

5,513

 

820-839

 

 

3,681

 

 

 

4,570

 

840+

 

 

2,231

 

 

 

2,664

 

Total

 

$

172,816

 

 

$

188,681

 

 

26


 

 

The following table provides a summary of the amortized cost balance of commercial credit cards by risk rating as of March 31, 2021 and December 31, 2020 (in thousands):

 

 

 

Consumer

 

Risk

 

March 31, 2021

 

 

December 31, 2020

 

Current

 

$

176,448

 

 

$

170,412

 

Past Due

 

 

7,242

 

 

 

7,875

 

Total

 

$

183,690

 

 

$

178,287

 

 

Leases and other

A discussion of the credit quality indicators that impact each type of collateral securing Leases and other loans is included below:

Leases Leases are either loans to individuals for household, family and other personal expenditures or are loans related to all other direct financing and leveraged leases on property for leasing to lessees other than for household, family and other personal expenditure purposes.  All leases are secured by the lease between the lessor and the lessee. These assignments grant the creditor a security interest in the rent stream from any lease, an important source of cash to pay the note in case of the borrower’s default.

Other Other loans are loans that are obligations of states and political subdivisions in the U.S., loans to non-depository financial institutions, loans for purchasing or carrying securities, or all other non-consumer loans.  Risk associated with other loans is tied to the underlying collateral by each type of loan.  Collateral is generally equipment, accounts receivable, inventory, 1-4 family residential construction and susceptible to the same risks mentioned with those collateral types previously.  Other risks consist of collateral that is secured by the stock of a non-depository financial institution, which can be unlisted stock with a limited market for the stock, or volatility of asset values driven by market performance.

Based on the factors noted above for each type of collateral, the Company assigns risk ratings to borrowers based on their most recently assessed financial position.  

The following table provides a summary of the amortized cost balance by collateral type and risk rating as of March 31, 2021 and December 31, 2020 (in thousands):

 

 

 

Leases

 

 

Other

 

Risk

 

March 31, 2021

 

 

December 31, 2020

 

 

March 31, 2021

 

 

December 31, 2020

 

Non-watch list – Pass

 

$

2,381

 

 

$

2,413

 

 

$

176,856

 

 

$

187,924

 

Watch – Pass

 

 

 

 

 

 

 

 

664

 

 

 

350

 

Special Mention

 

 

 

 

 

 

 

 

 

 

 

 

Substandard

 

 

 

 

 

 

 

 

206

 

 

 

208

 

Doubtful

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

2,381

 

 

$

2,413

 

 

$

177,726

 

 

$

188,482

 

 

Allowance for Credit Losses

 

The allowance for credit losses (ACL) is a valuation account that is deducted from loans’ and held-to-maturity (HTM) securities’ amortized cost bases to present the net amount expected to be collected on the instrument.  Loans and HTM securities are charged off against the ACL when management believes the balance has become uncollectible.  Expected recoveries are included in the allowance and do not exceed the aggregate of amounts previously charged-off and expected to be charged-off.  

 

Management estimates the allowance balance using relevant available information, from internal and external sources, related to past events, current conditions, and reasonable and supportable economic forecasts.  Historical credit loss experience provides the basis for the estimation of expected credit losses and is tracked over an economic cycle to capture a ‘through the cycle’ loss history.  Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in portfolio industry-based segmentation,

27


 

risk rating and FICO score changes, average prepayment rates, changes in environmental conditions, or other relevant factors.  For economic forecasts, the Company uses the Moody’s baseline scenario.  The Company has developed a dynamic reasonable and supportable forecast period that ranges from one to three years and changes based on economic conditions.  Due to current economic conditions, the Company’s reasonable and supportable forecast period is one year.  After the reasonable and supportable forecast period, the Company reverts to historical losses.  The reversion method applied to each portfolio can either be cliff or straight-line over four quarters.

  

The ACL is measured on a collective (pool) basis when similar risk characteristics exists.  The ACL also incorporates qualitative factors which represent adjustments to historical credit loss experience for items such as concentrations of credit and results of internal loan review.  The Company has identified the following portfolio segments and measures the allowance for credit losses using the following methods.  The Company’s portfolio segmentation consists of Commercial and industrial, Specialty lending, Commercial real estate, Consumer real estate, Consumer, Credit cards, Leases and other, and Held-to-maturity securities.  Multiple modeling techniques are used to measure credit losses based on the portfolio.  

 

The ACL for Commercial & industrial and Leases and other segments are measured using a probability of default and loss given default method.  Primary risk drivers within the segment are risk ratings of the individual loans along with changes of macro-economic variables such as interest rates and farm income.  The ACL for commercial & industrial loans is calculated by modeling probability of default (PD) over future periods multiplied by historical loss given default rates (LGD) multiplied by contractual exposure at default minus any estimated prepayments and charge offs.

 

Collateral positions for Specialty lending loans are continuously monitored by the Company and the borrower is required to continually adjust the amount of collateral securing the loan.  Credit losses are measured for any position where the amortized cost basis is greater than the fair value of the collateral.  The ACL for specialty lending loans is calculated by using a bottom up approach comparing collateral values to outstanding balances.

 

The ACL for the Commercial real estate segment is measured using a PD and LGD method.  Primary risk characteristics within the segment are risk ratings of the individual loans, along with changes of macro-economic variables, such as interest rates, CRE price index, median household income, construction activity, farm income, and vacancy rates.  The ACL for commercial real estate loans is calculated by modeling PD over future periods based on peer bank data. The PD loss rate is then multiplied by historical LGD multiplied by contractual exposure at default minus any estimated prepayments and charge offs.

 

The ACL for the Consumer real estate and Consumer segments are measured using an origination vintage loss rate method applied to the loans’ amortized cost balance.  The primary risk driver within the segments is year of origination along with changes of macro-economic variables such as unemployment and the home price index.

 

The Credit card segment contains both consumer and commercial credit cards.  The ACL for Consumer credit cards is measured using a PD and LGD method for Revolvers and average historical loss rates across a defined lookback period for Transactors.  The PD and LGD method used for Revolvers is similar in nature to the method used in the Commercial & industrial and Commercial real estate segments.  Primary risk drivers within the segment are FICO ratings of the individual card holders along with changes of macro-economic variables such as unemployment and retail sales.  The ACL for Commercial credit cards is measured using roll-rate loss rate method based on days past due.

 

The ACL for HTM securities segment is measured using a loss rate method based on historical bond rating transitions.  Primary risk drivers within the segment are bond ratings in the portfolio along with changes of macro-economic conditions.  For further discussion on these securities, including the aging and amortized cost balance of HTM securities, see Note 5, “Securities.”

 

See the credit quality indicators presented previously for a summary of current risk in the Company’s portfolio.  Changes in economic forecasts will affect all portfolio segments, updated financial records from borrowers will affect portfolio segments by risk rating, updated FICO scores will affect consumer credit cards, payment performance will affect consumer and commercial credit card portfolio segments, and updated bond credit

28


 

ratings will affect held-to-maturity securities.  The Company actively monitors all credit quality indicators for risk changes that will influence the current estimate.

 

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

 

Credit card receivables do not have stated maturities.  In determining the estimated life of a credit card receivable, management first estimates the future cash flows expected to be received and then applies those expected future cash flows to the credit card balance.  Expected credit losses for credit cards are determined by estimating the amount and timing of principal payments expected to be received as payment for the balance outstanding as of the reporting period until the expected payments have been fully allocated.  The ACL is recorded for the excess of the balance outstanding as of the reporting period over the expected principal payments.  

 

Loans that do not share risk characteristics are evaluated on an individual basis.  Loans evaluated individually include loans on nonaccrual, loans classified as TDRs, or any loans specifically identified, and are excluded from the collective evaluation.  When it is determined that payment of interest or recovery of all principal is questionable, expected credit losses are based on the fair value of the collateral at the reporting date, adjusted for undiscounted selling costs as appropriate.  All loans are classified as collateral dependent if placed on non-accrual or are considered to be a TDR.  

 

A loan modification is considered a TDR when a concession has been granted to a debtor experiencing financial difficulties.  The allowance for credit loss on a TDR is measured using the discounted cash flow method.  When the value of a concession is measured using the discounted cash flow method, the allowance for credit loss is determined by discounting the expected future cash flows, including contractual payments and value of collateral at termination, at the original effective interest rate of the loan.

ALLOWANCE FOR CREDIT LOSSES AND RECORDED INVESTMENT IN LOANS

This table provides a rollforward of the allowance for credit losses by portfolio segment for the three months ended March 31, 2021 and March 31, 2020 (in thousands):

 

 

 

Three Months Ended March 31, 2021

 

 

 

Commercial and industrial

 

 

Specialty lending

 

 

Commercial real estate

 

 

Consumer real estate

 

 

Consumer

 

 

Credit cards

 

 

Leases and other

 

 

Total - Loans

 

 

HTM

 

 

Total

 

Allowance for credit losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning balance

 

$

122,700

 

 

$

5,219

 

 

$

61,931

 

 

$

6,586

 

 

$

1,480

 

 

$

15,786

 

 

$

2,271

 

 

$

215,973

 

 

$

2,610

 

 

$

218,583

 

Charge-offs

 

 

(4,717

)

 

 

 

 

 

 

 

 

(76

)

 

 

(109

)

 

 

(1,692

)

 

 

(8

)

 

 

(6,602

)

 

 

 

 

 

(6,602

)

Recoveries

 

 

126

 

 

 

115

 

 

 

509

 

 

 

59

 

 

 

23

 

 

 

442

 

 

 

18

 

 

 

1,292

 

 

 

 

 

 

1,292

 

Provision

 

 

1,459

 

 

 

(661

)

 

 

(2,397

)

 

 

(2,386

)

 

 

(791

)

 

 

(2,392

)

 

 

(681

)

 

 

(7,849

)

 

 

349

 

 

 

(7,500

)

Ending balance - ACL

 

$

119,568

 

 

$

4,673

 

 

$

60,043

 

 

$

4,183

 

 

$

603

 

 

$

12,144

 

 

$

1,600

 

 

$

202,814

 

 

$

2,959

 

 

$

205,773

 

Allowance for credit losses on off-balance sheet credit exposures:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning balance

 

$

3,859

 

 

$

287

 

 

$

447

 

 

$

145

 

 

$

381

 

 

$

 

 

$

414

 

 

$

5,533

 

 

$

55

 

 

$

5,588

 

Provision

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance - ACL on off-balance sheet

 

$

3,859

 

 

$

287

 

 

$

447

 

 

$

145

 

 

$

381

 

 

$

 

 

$

414

 

 

$

5,533

 

 

$

55

 

 

$

5,588

 

29


 

 

 

 

 

Three Months Ended March 31, 2020

 

 

 

Commercial and industrial

 

 

Specialty lending

 

 

Commercial real estate

 

 

Consumer real estate

 

 

Consumer

 

 

Credit cards

 

 

Leases and other

 

 

Total - Loans

 

 

HTM

 

 

Total

 

Allowance for credit losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning balance

 

$

63,313

 

 

$

2,545

 

 

$

15,951

 

 

$

2,623

 

 

$

543

 

 

$

15,739

 

 

$

1,074

 

 

$

101,788

 

 

$

 

 

$

101,788

 

ASU 2016-13 adjustment

 

 

3,677

 

 

 

148

 

 

 

926

 

 

 

152

 

 

 

31

 

 

 

914

 

 

 

62

 

 

 

5,910

 

 

 

3,120

 

 

 

9,030

 

Adjusted beginning balance

 

 

66,990

 

 

 

2,693

 

 

 

16,877

 

 

 

2,775

 

 

 

574

 

 

 

16,653

 

 

 

1,136

 

 

 

107,698

 

 

 

3,120

 

 

 

110,818

 

Charge-offs

 

 

(1,315

)

 

 

 

 

 

(6,062

)

 

 

(13

)

 

 

(248

)

 

 

(2,126

)

 

 

 

 

 

(9,764

)

 

 

 

 

 

(9,764

)

Recoveries

 

 

1,476

 

 

 

 

 

 

21

 

 

 

14

 

 

 

97

 

 

 

484

 

 

 

 

 

 

2,092

 

 

 

 

 

 

2,092

 

Provision

 

 

55,381

 

 

 

856

 

 

 

24,559

 

 

 

1,401

 

 

 

704

 

 

 

3,812

 

 

 

1,172

 

 

 

87,885

 

 

 

115

 

 

 

88,000

 

Ending balance - ACL

 

$

122,532

 

 

$

3,549

 

 

$

35,395

 

 

$

4,177

 

 

$

1,127

 

 

$

18,823

 

 

$

2,308

 

 

$

187,911

 

 

$

3,235

 

 

$

191,146

 

Allowance for credit losses on off-balance sheet credit exposures:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning balance

 

$

2,263

 

 

$

53

 

 

$

257

 

 

$

102

 

 

$

22

 

 

$

 

 

$

211

 

 

$

2,908

 

 

$

70

 

 

$

2,978

 

Provision

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance - ACL on off-balance sheet

 

$

2,263

 

 

$

53

 

 

$

257

 

 

$

102

 

 

$

22

 

 

$

 

 

$

211

 

 

$

2,908

 

 

$

70

 

 

$

2,978

 

 

The allowance for credit losses on off-balance sheet credit exposures is recorded in the Accrued expenses and taxes line of the Company’s Consolidated Balance Sheets. See Note 10 “Commitments, Contingencies and Guarantees.”

30


 

Collateral Dependent Financial Assets

The following tables provide the amortized cost balance of financial assets considered collateral dependent as of March 31, 2021 and December 31, 2020 (in thousands):

 

 

 

March 31, 2021

 

Loan Segment and Type

 

Amortized Cost of Collateral Dependent Assets

 

 

Related Allowance for Credit Losses

 

 

Amortized Cost of Collateral Dependent Assets with no related Allowance

 

Commercial and industrial:

 

 

 

 

 

 

 

 

 

 

 

 

Equipment/Accounts Receivable/Inventory

 

$

27,993

 

 

$

4,974

 

 

$

8,872

 

Agriculture

 

 

2,188

 

 

 

 

 

 

2,188

 

Total Commercial and industrial

 

 

30,181

 

 

 

4,974

 

 

 

11,060

 

Specialty lending:

 

 

 

 

 

 

 

 

 

 

 

 

Asset-based lending

 

 

17,643

 

 

 

4,184

 

 

 

234

 

Factoring

 

 

1,440

 

 

 

 

 

 

1,440

 

Total Specialty lending

 

 

19,083

 

 

 

4,184

 

 

 

1,674

 

Commercial real estate:

 

 

 

 

 

 

 

 

 

 

 

 

Owner-occupied

 

 

16,261

 

 

 

255

 

 

 

10,869

 

Non-owner-occupied

 

 

 

 

 

 

 

 

 

Farmland

 

 

1,829

 

 

 

 

 

 

1,829

 

5+ Multi-family

 

 

 

 

 

 

 

 

 

1-4 Family construction

 

 

 

 

 

 

 

 

 

General construction

 

 

3,403

 

 

 

717

 

 

 

2,719

 

Total Commercial real estate

 

 

21,493

 

 

 

972

 

 

 

15,417

 

Consumer real estate:

 

 

 

 

 

 

 

 

 

 

 

 

HELOC

 

 

3,301

 

 

 

 

 

 

3,301

 

First lien: 1-4 family

 

 

1,974

 

 

 

 

 

 

1,974

 

Junior lien: 1-4 family

 

 

181

 

 

 

 

 

 

181

 

Total Consumer real estate

 

 

5,456

 

 

 

 

 

 

5,456

 

Consumer:

 

 

 

 

 

 

 

 

 

 

 

 

Revolving line

 

 

 

 

 

 

 

 

 

Auto

 

 

55

 

 

 

 

 

 

55

 

Other

 

 

18

 

 

 

 

 

 

18

 

Total Consumer

 

 

73

 

 

 

 

 

 

73

 

Leases and other:

 

 

 

 

 

 

 

 

 

 

 

 

Leases

 

 

 

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

 

 

Total Leases and other

 

 

 

 

 

 

 

 

 

Total loans

 

$

76,286

 

 

$

10,130

 

 

$

33,680

 

 

31


 

 

 

 

December 31, 2020

 

Loan Segment and Type

 

Amortized Cost of Collateral Dependent Assets

 

 

Related Allowance for Credit Losses

 

 

Amortized Cost of Collateral Dependent Assets with no related Allowance

 

Commercial and industrial:

 

 

 

 

 

 

 

 

 

 

 

 

Equipment/Accounts Receivable/Inventory

 

$

29,684

 

 

$

4,828

 

 

$

5,830

 

Agriculture

 

 

4,086

 

 

 

 

 

 

4,086

 

Total Commercial and industrial

 

 

33,770

 

 

 

4,828

 

 

 

9,916

 

Specialty lending:

 

 

 

 

 

 

 

 

 

 

 

 

Asset-based lending

 

 

17,875

 

 

 

4,490

 

 

 

242

 

Factoring

 

 

1,561

 

 

 

173

 

 

 

 

Total Specialty lending

 

 

19,436

 

 

 

4,663

 

 

 

242

 

Commercial real estate:

 

 

 

 

 

 

 

 

 

 

 

 

Owner-occupied

 

 

16,539

 

 

 

 

 

 

16,539

 

Non-owner-occupied

 

 

 

 

 

 

 

 

 

Farmland

 

 

8,625

 

 

 

 

 

 

8,625

 

5+ Multi-family

 

 

 

 

 

 

 

 

 

1-4 Family construction

 

 

 

 

 

 

 

 

 

General construction

 

 

3,423

 

 

 

582

 

 

 

770

 

Total Commercial real estate

 

 

28,587

 

 

 

582

 

 

 

25,934

 

Consumer real estate:

 

 

 

 

 

 

 

 

 

 

 

 

HELOC

 

 

3,170

 

 

 

 

 

 

3,170

 

First lien: 1-4 family

 

 

2,468

 

 

 

54

 

 

 

2,047

 

Junior lien: 1-4 family

 

 

212

 

 

 

 

 

 

212

 

Total Consumer real estate

 

 

5,850

 

 

 

54

 

 

 

5,429

 

Consumer:

 

 

 

 

 

 

 

 

 

 

 

 

Revolving line

 

 

 

 

 

 

 

 

 

Auto

 

 

69

 

 

 

 

 

 

69

 

Other

 

 

19

 

 

 

 

 

 

19

 

Total Consumer

 

 

88

 

 

 

 

 

 

88

 

Leases and other:

 

 

 

 

 

 

 

 

 

 

 

 

Leases

 

 

 

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

 

 

Total Leases and other

 

 

 

 

 

 

 

 

 

Total loans

 

$

87,731

 

 

$

10,127

 

 

$

41,609

 

 

Troubled Debt Restructurings

A loan modification is considered a TDR when a concession has been granted to a debtor experiencing financial difficulties.  The Company’s modifications generally include interest rate adjustments, principal reductions, and amortization and maturity date extensions.  These modifications allow the debtor short-term cash relief to allow them to improve their financial condition.  The Company’s restructured loans are considered collateral dependent and evaluated as part of the allowance for credit loss as described above in the Allowance for Credit Losses section of this note.  

The Company had no commitments to lend to borrowers with loan modifications classified as TDRs as of March 31, 2021 and March 31, 2020.  The Company monitors loan payments on an on-going basis to determine if a loan is considered to have a payment default.  Determination of payment default involves analyzing the economic conditions that exist for each customer and their ability to generate positive cash flows during the loan term.  

32


 

For the three-month periods ended March 31, 2021 and March 31, 2020, the Company had no new TDRs.  For the three-month periods ended March 31, 2021 and March 31, 2020, the Company had no TDRs for which there was a payment default within the 12 months following the restructure date.

5. Securities

Securities Available for Sale

This table provides detailed information about securities available for sale at March 31, 2021 and December 31, 2020 (in thousands):

 

March 31, 2021

 

Amortized

Cost

 

 

Gross

Unrealized

Gains

 

 

Gross

Unrealized

Losses

 

 

Fair

Value

 

U.S. Treasury

 

$

49,137

 

 

$

687

 

 

$

(345

)

 

$

49,479

 

U.S. Agencies

 

 

89,474

 

 

 

5,431

 

 

 

 

 

 

94,905

 

Mortgage-backed

 

 

5,928,662

 

 

 

140,503

 

 

 

(79,559

)

 

 

5,989,606

 

State and political subdivisions

 

 

3,391,669

 

 

 

146,951

 

 

 

(15,679

)

 

 

3,522,941

 

Corporates

 

 

93,455

 

 

 

3,191

 

 

 

(185

)

 

 

96,461

 

Total

 

$

9,552,397

 

 

$

296,763

 

 

$

(95,768

)

 

$

9,753,392

 

 

December 31, 2020

 

Amortized

Cost

 

 

Gross

Unrealized

Gains

 

 

Gross

Unrealized

Losses

 

 

Fair

Value

 

U.S. Treasury

 

$

29,911

 

 

$

829

 

 

$

 

 

$

30,740

 

U.S. Agencies

 

 

89,554

 

 

 

6,395

 

 

 

 

 

 

95,949

 

Mortgage-backed

 

 

5,266,394

 

 

 

202,944

 

 

 

(1,157

)

 

 

5,468,181

 

State and political subdivisions

 

 

3,424,309

 

 

 

199,848

 

 

 

(538

)

 

 

3,623,619

 

Corporates

 

 

77,566

 

 

 

3,649

 

 

 

(16

)

 

 

81,199

 

Total

 

$

8,887,734

 

 

$

413,665

 

 

$

(1,711

)

 

$

9,299,688

 

 

The following table presents contractual maturity information for securities available for sale at March 31, 2021 (in thousands):

 

 

 

Amortized

 

 

Fair

 

 

 

Cost

 

 

Value

 

Due in 1 year or less

 

$

227,526

 

 

$

228,849

 

Due after 1 year through 5 years

 

 

539,250

 

 

 

556,353

 

Due after 5 years through 10 years

 

 

686,132

 

 

 

707,146

 

Due after 10 years

 

 

2,170,827

 

 

 

2,271,438

 

Total

 

 

3,623,735

 

 

 

3,763,786

 

Mortgage-backed securities

 

 

5,928,662

 

 

 

5,989,606

 

Total securities available for sale

 

$

9,552,397

 

 

$

9,753,392

 

 

Securities may be disposed of before contractual maturities due to sales by the Company or because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

For the three months ended March 31, 2021, proceeds from the sales of securities available for sale were $129.1 million compared to $84.4 million for the same period in 2020.  Securities transactions resulted in gross realized gains of $2.7 million and $1.2 million for the three months ended March 31, 2021 and 2020, respectively. There were no gross realized losses for either the three months ended March 31, 2021 or 2020.    

33


 

Securities available for sale with a fair value of $7.3 billion at March 31, 2021 and $7.8 billion at December 31, 2020 were pledged to secure U.S. Government deposits, other public deposits, certain trust deposits, derivative transactions, and repurchase agreements. Of these amounts, securities with a market value of $214.9 million and $371.5 million at March 31, 2021 and December 31, 2020, respectively, were pledged at the Federal Reserve Discount Window but were unencumbered as of those dates.

Accrued interest on securities available for sale totaled $33.6 million and $42.6 million as of March 31, 2021 and December 31, 2020, respectively, and is included in the Accrued income line on the Company’s Consolidated Balance Sheets.  The total amount of accrued interest is excluded from the amortized cost of available for sale securities presented above.  Further, the Company has elected not to measure an ACL for accrued interest receivable.

The following table shows the Company’s available for sale investments’ gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at March 31, 2021 and December 31, 2020 (in thousands):

 

 

 

Less than 12 months

 

 

12 months or more

 

 

Total

 

March 31, 2021

 

Count

 

 

Fair Value

 

 

Unrealized

Losses

 

 

Count

 

 

Fair Value

 

 

Unrealized

Losses

 

 

Count

 

 

Fair Value

 

 

Unrealized

Losses

 

Description of Securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury

 

 

3

 

 

$

14,161

 

 

$

(345

)

 

 

 

 

$

 

 

$

 

 

 

3

 

 

$

14,161

 

 

$

(345

)

U.S. Agencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage-backed

 

 

168

 

 

 

2,871,680

 

 

 

(79,559

)

 

 

 

 

 

 

 

 

 

 

 

168

 

 

 

2,871,680

 

 

 

(79,559

)

State and political subdivisions

 

 

519

 

 

 

565,317

 

 

 

(15,477

)

 

 

4

 

 

 

2,531

 

 

 

(202

)

 

 

523

 

 

 

567,848

 

 

 

(15,679

)

Corporates

 

 

26

 

 

 

25,524

 

 

 

(185

)

 

 

 

 

 

 

 

 

 

 

 

26

 

 

 

25,524

 

 

 

(185

)

Total

 

 

716

 

 

$

3,476,682

 

 

$

(95,566

)

 

 

4

 

 

$

2,531

 

 

$

(202

)

 

 

720

 

 

$

3,479,213

 

 

$

(95,768

)

 

 

 

Less than 12 months

 

 

12 months or more

 

 

Total

 

December 31, 2020

 

Count

 

 

Fair Value

 

 

Unrealized

Losses

 

 

Count

 

 

Fair Value

 

 

Unrealized

Losses

 

 

Count

 

 

Fair Value

 

 

Unrealized

Losses

 

Description of Securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury

 

 

 

 

$

 

 

$

 

 

 

 

 

$

 

 

$

 

 

 

 

 

$

 

 

$

 

U.S. Agencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage-backed

 

 

16

 

 

 

174,234

 

 

 

(1,157

)

 

 

 

 

 

 

 

 

 

 

 

16

 

 

 

174,234

 

 

 

(1,157

)

State and political subdivisions

 

 

24

 

 

 

55,653

 

 

 

(279

)

 

 

6

 

 

 

2,833

 

 

 

(259

)

 

 

30

 

 

 

58,486

 

 

 

(538

)

Corporates

 

 

4

 

 

 

5,335

 

 

 

(16

)

 

 

 

 

 

 

 

 

 

 

 

4

 

 

 

5,335

 

 

 

(16

)

Total

 

 

44

 

 

$

235,222

 

 

$

(1,452

)

 

 

6

 

 

$

2,833

 

 

$

(259

)

 

 

50

 

 

$

238,055

 

 

$

(1,711

)

 

The unrealized losses in the Company’s investments in U.S. Treasury securities, Government Sponsored Entity (GSE) mortgage-backed securities, State and political subdivisions, and Corporates were caused by changes in interest rates, and not from a decline in credit of the underlying issuers.  The U.S. Treasury, U.S. Agency, and GSE mortgage-backed securities are all considered to be agency-backed securities with no risk of loss as they are either explicitly or implicitly guaranteed by the U.S. government. The changes in fair value in the agency-backed portfolios are solely driven by change in interest rates caused by changing economic conditions. The Company has no knowledge of any underlying credit issues and the cash flows underlying the debt securities have not changed and are not expected to be impacted by changes in interest rates.

For the State and political subdivision portfolio, the majority of the Company’s holdings are in general obligation bonds, which have a very low historical default rate due to issuers generally having unlimited taxing authority to service the debt.  For both the State and political subdivision and Corporate portfolios, the Company has a robust process for monitoring credit risk, including both pre-purchase and ongoing post-purchase credit reviews and analysis.  The Company monitors credit ratings of all bond issuers in these segments and reviews available financial data, including market and sector trends.

34


 

As of March 31, 2021 and December 31, 2020, there was no ACL related to the Company’s available for sale securities as the decline in fair value did not result from credit issues.

Securities Held to Maturity

The following table shows the Company’s held to maturity investments’ amortized cost, fair value, and gross unrealized gains and losses at March 31, 2021 and December 31, 2020, respectively (in thousands):

 

 

 

 

 

 

 

Gross

 

 

Gross

 

 

 

 

 

 

 

Amortized

 

 

Unrealized

 

 

Unrealized

 

 

Fair

 

March 31, 2021

 

Cost

 

 

Gains

 

 

Losses

 

 

Value

 

State and political subdivisions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Due in 1 year or less

 

$

1,372

 

 

$

15

 

 

$

 

 

$

1,387

 

Due after 1 year through 5 years

 

 

121,217

 

 

 

1,703

 

 

 

(137

)

 

 

122,783

 

Due after 5 years through 10 years

 

 

416,437

 

 

 

4,020

 

 

 

(6,858

)

 

 

413,599

 

Due after 10 years

 

 

503,644

 

 

 

1,821

 

 

 

(31,105

)

 

 

474,360

 

Total state and political subdivisions

 

$

1,042,670

 

 

$

7,559

 

 

$

(38,100

)

 

$

1,012,129

 

Allowance for credit losses

 

 

(2,959

)

 

 

 

 

 

 

 

 

 

 

 

 

Total state and political subdivisions, net of allowance for credit losses

 

$

1,039,711

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross

 

 

Gross

 

 

 

 

 

 

 

Amortized

 

 

Unrealized

 

 

Unrealized

 

 

Fair

 

December 31, 2020

 

Cost

 

 

Gains

 

 

Losses

 

 

Value

 

State and political subdivisions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Due in 1 year or less

 

$

4,907

 

 

$

29

 

 

$

 

 

$

4,936

 

Due after 1 year through 5 years

 

 

123,643

 

 

 

3,402

 

 

 

(144

)

 

 

126,901

 

Due after 5 years through 10 years

 

 

423,759

 

 

 

12,845

 

 

 

(1,566

)

 

 

435,038

 

Due after 10 years

 

 

462,305

 

 

 

13,447

 

 

 

(13,183

)

 

 

462,569

 

Total state and political subdivisions

 

$

1,014,614

 

 

$

29,723

 

 

$

(14,893

)

 

$

1,029,444

 

Allowance for credit losses

 

 

(2,610

)

 

 

 

 

 

 

 

 

 

 

 

 

Total state and political subdivisions, net of allowance for credit losses

 

$

1,012,004

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

There were no sales of securities held to maturity during the three months ended March 30, 2021 or 2020.

The following table shows the Company’s held to maturity investments’ gross unrealized losses and fair value, aggregated by length of time that individual securities have been in a continuous unrealized loss position, at March 31, 2021 and December 31, 2020, respectively (in thousands):

 

 

 

Less than 12 months

 

 

12 months or more

 

 

Total

 

March 31, 2021

 

Fair Value

 

 

Unrealized Losses

 

 

Fair Value

 

 

Unrealized Losses

 

 

Fair Value

 

 

Unrealized Losses

 

State and political subdivisions

 

$

476,985

 

 

$

(21,027

)

 

$

104,720

 

 

$

(17,073

)

 

$

581,705

 

 

$

(38,100

)

Total

 

$

476,985

 

 

$

(21,027

)

 

$

104,720

 

 

$

(17,073

)

 

$

581,705

 

 

$

(38,100

)

35


 

 

 

 

 

Less than 12 months

 

 

12 months or more

 

 

Total

 

December 31, 2020

 

Fair Value

 

 

Unrealized

Losses

 

 

Fair Value

 

 

Unrealized

Losses

 

 

Fair Value

 

 

Unrealized

Losses

 

State and political subdivisions

 

$

132,271

 

 

$

(4,591

)

 

$

109,712

 

 

$

(10,302

)

 

$

241,983

 

 

$

(14,893

)

Total

 

$

132,271

 

 

$

(4,591

)

 

$

109,712

 

 

$

(10,302

)

 

$

241,983

 

 

$

(14,893

)

The unrealized losses in the Company’s held to maturity portfolio were caused by changes in the interest rate environment.  The underlying bonds are evaluated for credit losses in conjunction with management’s estimate of the ACL based on credit rating.

The following tables show the amortized cost basis by credit rating of the Company’s held to maturity investments at March 31, 2021 and December 31, 2020 (in thousands):

 

 

 

Amortized Cost Basis by Credit Rating - HTM Debt Securities

 

March 31, 2021

 

A

 

 

BBB

 

 

BB

 

 

CCC-C

 

 

Total

 

State and political subdivisions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Competitive

 

$

332,322

 

 

$

596,257

 

 

$

17,079

 

 

$

7,954

 

 

$

953,612

 

Utilities

 

 

56,233

 

 

 

32,825

 

 

 

 

 

 

 

 

 

89,058

 

Total state and political subdivisions

 

$

388,555

 

 

$

629,082

 

 

$

17,079

 

 

$

7,954

 

 

$

1,042,670

 

 

 

 

 

Amortized Cost Basis by Credit Rating - HTM Debt Securities

 

December 31, 2020

 

A

 

 

BBB

 

 

BB

 

 

CCC-C

 

 

Total

 

State and political subdivisions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Competitive

 

$

340,290

 

 

$

558,786

 

 

$

18,078

 

 

$

8,135

 

 

$

925,289

 

Utilities

 

 

56,232

 

 

 

33,093

 

 

 

 

 

 

 

 

 

89,325

 

Total state and political subdivisions

 

$

396,522

 

 

$

591,879

 

 

$

18,078

 

 

$

8,135

 

 

$

1,014,614

 

 

Competitive held-to-maturity securities include not-for-profit enterprises that provide public functions such as housing, higher education or healthcare, but do so in a competitive environment. It also includes project financings that can have relatively high enterprise risk, such as deals backed by revenues from sports or convention facilities or start-up transportation ventures.

 

Utilities are public enterprises providing essential services with a monopoly or near-monopoly over the service area. This includes environmental utilities (water, sewer, solid waste), power utilities (electric distribution and generation, gas), and transportation utilities (airports, parking, toll roads, mass transit, ports).

All held to maturity securities were current and not past due at March 31, 2021 and December 31, 2020.

Accrued interest on securities held to maturity totaled $6.7 million and $5.3 million as March 31, 2021 and December 31, 2020, respectively, and is included in the Accrued income line on the Company’s Consolidated Balance Sheets.  The total amount of accrued interest is excluded from the amortized cost of available for sale securities presented above.  Further, the Company has elected not to measure an ACL for accrued interest receivable.

Trading Securities

There were net unrealized losses on trading securities of $40 thousand and net unrealized gains of $150 thousand at March 31, 2021 and 2020, respectively.  Net unrealized gains/losses are included in trading and

36


 

investment banking income on the Company’s Consolidated Statements of Income. Securities sold not yet purchased totaled $2.0 million and $2.2 million at March 31, 2020 and December 31, 2020, respectively, and are classified within the Other liabilities line of the Company’s Consolidated Balance Sheets.

Other Securities

The table below provides detailed information for Other securities at March 31, 2021 and December 31, 2020 (in thousands):

 

 

 

March 31, 2021

 

 

December 31, 2020

 

FRB and FHLB stock

 

$

36,222

 

 

$

33,222

 

Equity securities with readily determinable fair values

 

 

133,979

 

 

 

134,197

 

Equity securities without readily determinable fair values

 

 

128,008

 

 

 

128,634

 

Total

 

$

298,209

 

 

$

296,053

 

 

Investment in FRB stock is based on the capital structure of the investing bank, and investment in FHLB stock is mainly tied to the level of borrowings from the FHLB. These holdings are carried at cost.  Equity securities with readily determinable fair values are generally traded on an exchange and market prices are readily available. Equity securities without readily determinable fair values include equity investments which are held by a subsidiary qualified as a Small Business Investment Company, as well as investments in low-income housing partnerships within the areas the Company serves.  As of December 31, 2020, equity securities without readily determinable fair values also included Prairie Capital Management (PCM) alternative investments in hedge funds and private equity funds, which are accounted for as equity-method investments.  During the first quarter of 2021, the Company sold its membership interests in PCM.  Unrealized gains or losses on equity securities with and without readily determine fair values are recognized in the Investment securities gains, net line of the Company’s Consolidated Statements of Income.  

Investment Securities (Losses) Gains, Net

The table below presents the components of Investments securities (losses) gains, net for the three months ended March 31, 2021 and March 31, 2020 (in thousands):

 

 

 

Three Months Ended March 31,

 

 

 

2021

 

 

2020

 

Investment securities (losses) gains, net

 

 

 

 

 

 

 

 

Available-for-sale debt securities:

 

 

 

 

 

 

 

 

Gains realized on sales

 

$

2,720

 

 

$

1,227

 

Equity securities with readily determinable fair values:

 

 

 

 

 

 

 

 

Fair value adjustments, net

 

 

(13,918

)

 

 

 

Equity securities without readily determinable fair values:

 

 

 

 

 

 

 

 

Fair value adjustments, net

 

 

2,862

 

 

 

2,293

 

Total investment securities (losses) gains, net

 

$

(8,336

)

 

$

3,520

 

 

37


 

 

6. Goodwill and Other Intangibles

Changes in the carrying amount of goodwill for the periods ended March 31, 2021 and December 31, 2020 by reportable segment are as follows (in thousands):

 

 

 

Commercial Banking

 

 

Institutional Banking

 

 

Personal Banking

 

 

Total

 

Balances as of January 1, 2021

 

$

59,419

 

 

$

51,332

 

 

$

70,116

 

 

$

180,867

 

Sale of component of business segment

 

 

 

 

 

 

 

 

(6,349

)

 

 

(6,349

)

Balances as of March 31, 2021

 

$

59,419

 

 

$

51,332

 

 

$

63,767

 

 

$

174,518

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances as of January 1, 2020

 

$

59,419

 

 

$

51,332

 

 

$

70,116

 

 

$

180,867

 

Balances as of December 31, 2020

 

$

59,419

 

 

$

51,332

 

 

$

70,116

 

 

$

180,867

 

 

The following table lists the finite-lived intangible assets that continue to be subject to amortization as of March 31, 2021 and December 31, 2020 (in thousands):

 

 

 

As of March 31, 2021

 

 

 

Core Deposit

Intangible

Assets

 

 

Customer Relationships

 

 

Total

 

Gross carrying amount

 

$

50,059

 

 

$

71,167

 

 

$

121,226

 

Accumulated amortization

 

 

49,056

 

 

 

54,377

 

 

 

103,433

 

Net carrying amount

 

$

1,003

 

 

$

16,790

 

 

$

17,793

 

 

 

 

As of December 31, 2020

 

 

 

Core Deposit

Intangible

Assets

 

 

Customer Relationships

 

 

Total

 

Gross carrying amount

 

$

50,059

 

 

$

89,928

 

 

$

139,987

 

Accumulated amortization

 

 

48,746

 

 

 

70,185

 

 

 

118,931

 

Net carrying amount

 

$

1,313

 

 

$

19,743

 

 

$

21,056

 

 

On March 31, 2021, the Company sold its membership interests in its Prairie Capital Management, LLC and UMB Merchant Banc, LLC subsidiaries, a component of its Personal Banking segment.  The sale included disposition of $6.3 million of goodwill and $1.9 million of net unamortized customer relationship intangibles.

The following table has the aggregate amortization expense recognized in each period (in thousands):

 

 

 

Three Months Ended March 31,

 

 

 

2021

 

 

2020

 

Aggregate amortization expense

 

$

1,380

 

 

$

1,734

 

 

The following table lists estimated amortization expense of intangible assets in future periods (in thousands):

 

For the nine months ending December 31, 2021

 

$

3,377

 

For the year ending December 31, 2022

 

 

3,920

 

For the year ending December 31, 2023

 

 

3,323

 

For the year ending December 31, 2024

 

 

2,704

 

For the year ending December 31, 2025

 

 

2,608

 

 

38


 

 

7. Securities Sold Under Agreements to Repurchase

The Company utilizes repurchase agreements to facilitate the needs of customers and to facilitate secured short-term funding needs. Repurchase agreements are stated at the amount of cash received in connection with the transaction. The Company monitors collateral levels on a continuous basis and may be required to provide additional collateral based on the fair value of the underlying securities. Securities pledged as collateral under repurchase agreements are maintained with the Company’s safekeeping agents.

The table below presents the remaining contractual maturities of repurchase agreements outstanding at March 31, 2021 and December 31, 2020, in addition to the various types of marketable securities that have been pledged as collateral for these borrowings (in thousands):

 

 

 

As of March 31, 2021

 

 

 

Remaining Contractual Maturities of the Agreements

 

 

 

Overnight

 

 

30-90 Days

 

 

Over 90 Days

 

 

Total

 

Repurchase agreements, secured by:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury

 

$

18,702

 

 

$

 

 

$

 

 

$

18,702

 

U.S. Agencies

 

 

2,039,634

 

 

 

481,430

 

 

 

2,751

 

 

 

2,523,815

 

Total repurchase agreements

 

$

2,058,336

 

 

$

481,430

 

 

$

2,751

 

 

$

2,542,517

 

 

 

 

As of December 31, 2020

 

 

 

Remaining Contractual Maturities of the Agreements

 

 

 

2-29 Days

 

 

30-90 Days

 

 

Over 90 Days

 

 

Total

 

Repurchase agreements, secured by:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury

 

$

2,440

 

 

$

 

 

$

 

 

$

2,440

 

U.S. Agencies

 

 

1,757,119

 

 

 

489,302

 

 

 

1,000

 

 

 

2,247,421

 

Total repurchase agreements

 

$

1,759,559

 

 

$

489,302

 

 

$

1,000

 

 

$

2,249,861

 

 

8.  Business Segment Reporting

The Company has strategically aligned its operations into the following three reportable segments:  Commercial Banking, Institutional Banking, and Personal Banking (collectively, the Business Segments, and each, a Business Segment).  The Company’s senior executive officers regularly evaluate the Business Segment financial results produced by the Company’s internal reporting system in deciding how to allocate resources and assess performance for individual Business Segments.  For comparability purposes, amounts in all periods are based on methodologies in effect at March 31, 2021.  Previously reported results have been reclassified in this Form 10-Q to conform to the Company’s current organizational structure. 

The following summaries provide information about the activities of each Business Segment:

Commercial Banking serves the commercial banking and treasury management needs of the Company’s small to middle-market businesses through a variety of products and services. Such services include commercial loans, commercial real estate financing, commercial credit cards, letters of credit, loan syndication services, and consultative services. In addition, the Company’s specialty lending group offers a variety of business solutions including asset-based lending, accounts receivable financing, mezzanine debt and minority equity investments.  Treasury management services include depository services, account reconciliation and cash management tools such as, accounts payable and receivable solutions, electronic funds transfer and automated payments, controlled disbursements, lockbox services and remote deposit capture services.

Institutional Banking is a combination of banking services, fund services, asset management services and healthcare services provided to institutional clients.  This segment also provides fixed income sales, trading and underwriting, corporate trust and escrow services, as well as institutional custody.  Institutional Banking includes UMB Fund Services, which provides fund administration and accounting, investor services and transfer agency, marketing and distribution, custody, and alternative investment services.  Healthcare services provides healthcare payment solutions including custodial services for health savings accounts (HSAs) and private label, multipurpose debit cards to insurance carriers, third-party administrators, software companies, employers, and financial institutions.

39


 

Personal Banking combines consumer banking and wealth management services offered to clients and delivered through personal relationships and the Company’s bank branches, ATM network and internet banking.  Products offered include deposit accounts, retail credit cards, installment loans, home equity lines of credit, residential mortgages, and small business loans.  The range of client services extends from a basic checking account to estate planning and trust services and includes private banking, brokerage services, and insurance services in addition to a full spectrum of investment advisory, trust, and custody services.

Business Segment Information

Business Segment financial results for the three months ended March 31, 2021 and March 31, 2020 were as follows (in thousands):

 

 

 

Three Months Ended March 31, 2021

 

 

 

Commercial Banking

 

 

Institutional Banking

 

 

Personal Banking

 

 

Total

 

Net interest income

 

$

133,032

 

 

$

22,138

 

 

$

38,945

 

 

$

194,115

 

Provision for credit losses

 

 

(8,182

)

 

 

220

 

 

 

462

 

 

 

(7,500

)

Noninterest income

 

 

7,385

 

 

 

68,421

 

 

 

33,091

 

 

 

108,897

 

Noninterest expense

 

 

65,645

 

 

 

71,282

 

 

 

64,019

 

 

 

200,946

 

Income before taxes

 

 

82,954

 

 

 

19,057

 

 

 

7,555

 

 

 

109,566

 

Income tax expense

 

 

12,813

 

 

 

2,943

 

 

 

1,167

 

 

 

16,923

 

Net income

 

$

70,141

 

 

$

16,114

 

 

$

6,388

 

 

$

92,643

 

Average assets

 

$

14,204,000

 

 

$

11,603,000

 

 

$

7,245,000

 

 

$

33,052,000

 

 

 

 

Three Months Ended March 31, 2020

 

 

 

Commercial Banking

 

 

Institutional Banking

 

 

Personal Banking

 

 

Total

 

Net interest income

 

$

106,948

 

 

$

33,036

 

 

$

33,957

 

 

$

173,941

 

Provision for credit losses

 

 

82,220

 

 

 

275

 

 

 

5,505

 

 

 

88,000

 

Noninterest income

 

 

11,240

 

 

 

61,952

 

 

 

25,232

 

 

 

98,424

 

Noninterest expense

 

 

59,043

 

 

 

68,453

 

 

 

61,123

 

 

 

188,619

 

(Loss) income before taxes

 

 

(23,075

)

 

 

26,260

 

 

 

(7,439

)

 

 

(4,254

)

Income tax (benefit) expense

 

 

(4,421

)

 

 

5,032

 

 

 

(1,426

)

 

 

(815

)

Net (loss) income

 

$

(18,654

)

 

$

21,228

 

 

$

(6,013

)

 

$

(3,439

)

Average assets

 

$

11,601,000

 

 

$

9,011,000

 

 

$

5,428,000

 

 

$

26,040,000

 

 

 

 

9.  Revenue Recognition

The following is a description of the principal activities from which the Company generates revenue that are within the scope of ASC Topic 606, Revenue from Contracts with Customers:

 

Trust and securities processing – Trust and securities processing income consists of fees earned on personal and corporate trust accounts, custody of securities services, trust investments and wealth management services, and mutual fund and alternative asset servicing.  The performance obligations related to this revenue include items such as performing full bond trustee service administration, investment advisory services, custody and record-keeping services, and fund administrative and accounting services.  These fees are part of long-term contractual agreements and the performance obligations are satisfied upon completion of service and fees are generally a fixed flat monthly rate or based on a percentage of the account’s market value per the contract with the customer.  These fees are primarily recorded within the Company’s Institutional and Personal Banking segments.  

 

Trading and investment banking – Trading and investment banking income consists of income earned related to the Company’s trading securities portfolio, including futures hedging, dividends, bond underwriting, and other

40


 

securities incomes.  The vast majority of this revenue is recognized in accordance with ASC 320, Debt and Equity Securities, and is out of the scope of ASC 606. A portion of trading and investment banking represents fees earned for management fees, commissions, and underwriting of corporate bond issuances.  The performance obligations related to these fees include reviewing the credit worthiness of the customer, ensuring appropriate regulatory approval and participating in due diligence.  The fees are fixed per the bond prospectus and the performance obligations are satisfied upon registration approval of the bonds by the applicable regulatory agencies.  Revenue is recognized at the point in time upon completion of service and when approval is granted by the regulators.

 

Service charges on deposits – Service charges on deposit accounts represent monthly analysis fees recognized for the services related to customer deposit accounts, including account maintenance and depository transactions processing fees.  Commercial Banking and Institutional Banking depository accounts charge fees in accordance with the customer’s pricing schedule while Personal Banking account holders are generally charged a flat service fee per month.  Deposit service charges for the healthcare accounts included in the Institutional Banking segment are priced according to either standard pricing schedules with individual account holders or according to service agreements between the Company and employer groups or third party administrators.  The Company satisfies the performance obligation related to providing depository accounts monthly as transactions are processed and deposit service charge revenue is recorded monthly.  These fees are recognized within all Business Segments.  

 

Insurance fees and commissions – Insurance fees and commissions includes all insurance-related fees earned, including commissions for individual life, variable life, group life, health, group health, fixed annuity, and variable annuity insurance contracts. The performance obligations related to these revenues primarily represent the placement of insurance policies with the insurance company partners.  The fees are based on the contracts with insurance company partners and the performance obligations are satisfied when the terms of the policy have been agreed to and the insurance policy becomes effective.

 

Brokerage fees – Brokerage fees represent income earned related to providing brokerage transaction services, including commissions on equity and commodity trades, and fees for investment management, advisory and administration.  The performance obligations related to transaction services are executing the specified trade and are priced according to the customer’s fee schedule.  Such income is recognized at a point in time as the trade occurs and the performance obligation is fulfilled.  The performance obligations related to investment management, advisory and administration include allocating customer assets across a wide range of mutual funds and other investments, on-going account monitoring and re-balancing of the portfolio.  These performance obligations are satisfied over time and the related revenue is calculated monthly based on the assets under management of each customer.  All material performance obligations are satisfied as of the end of each accounting period.

 

Bankcard fees – Bankcard fees primarily represent income earned from interchange revenue from MasterCard and Visa for the Company’s processing of debit, credit, HSA, and flexible spending account transactions.  Additionally, the Company earns income and incentives related to various referrals of customers to card programs.  The performance obligation for interchange revenue is the processing of each transaction through the Company’s access to the banking system.  This performance obligation is completed for each individual transaction and income is recognized per transaction in accordance with interchange rates established by MasterCard and Visa.  The performance obligations for various referral and incentive programs include either referring customers to certain card products or issuing exclusively branded cards for certain customer segments.  The pricing of these incentive and referral programs are in accordance with the agreement with the individual card partner.  These performance obligations are completed as the referrals are made or over a period of time when the Company is exclusively issuing branded cards.  For the three months ended March 31, 2021 and March 31, 2020, the Company had $7.8 million and $8.4 million of expense, respectively, recorded within the Bankcard fees line on the Company’s Consolidated Income Statements related to rebates and rewards programs that are outside of the scope of ASC 606.  All material performance obligations are satisfied as of the end of each accounting period.

 

Investment securities gains, net – In the regular course of business, the Company recognizes gains on the sale of available-for-sale securities. Additionally, the Company recognizes gains and losses on equity securities with readily determinable fair values and equity securities without readily determinable fair values.  These gains and losses are recognized in accordance with ASC 321, Equity Securities, and are outside of the scope of ASC 606.

 

41


 

 

Other income – The Company recognizes other miscellaneous income through a variety of other revenue streams, the most material of which include letter of credit fees, certain loan origination fees, gains on the sale of assets, derivative income, and bank-owned and company-owned life insurance income.  These revenue streams are outside of the scope of ASC 606 and are recognized in accordance with the applicable U.S. GAAP.  The remainder of Other income is primarily earned through transactions with personal banking customers, including wire transfer service charges, stop payment charges, and fees for items like money orders and cashier’s checks.  The performance obligations of these types of fees are satisfied as transactions are completed and revenue is recognized upon transaction execution according to established fee schedules with the customers.  

 

The Company had no material contract assets, contract liabilities, or remaining performance obligations as of March 31, 2021.  Total receivables from revenue recognized under the scope of ASC 606 were $69.7 million and $62.1 million as of March 31, 2021 and December 31, 2020, respectively.  These receivables are included as part of the Other assets line on the Company’s Consolidated Balance Sheets.

The following table depicts the disaggregation of noninterest income according to revenue stream and Business Segment for the three months ended March 31, 2021 and March 31, 2020.  As stated in Note 8, “Business Segment Reporting,” for comparability purposes, amounts in all periods are based on methodologies in effect at March 31, 2021 and previously reported results have been reclassified in this Form 10-Q to conform to the Company’s current organizational structure.  

Disaggregated revenue is as follows (in thousands):

 

 

 

Three Months Ended March 31, 2021

 

NONINTEREST INCOME

 

Commercial Banking

 

 

Institutional Banking

 

 

Personal Banking

 

 

Revenue (Expense) out of Scope of ASC 606

 

 

Total

 

Trust and securities processing

 

$

 

 

$

37,485

 

 

$

17,349

 

 

$

 

 

$

54,834

 

Trading and investment banking

 

 

 

 

 

301

 

 

 

 

 

 

9,055

 

 

 

9,356

 

Service charges on deposit accounts

 

 

7,528

 

 

 

12,577

 

 

 

1,801

 

 

 

70

 

 

 

21,976

 

Insurance fees and commissions

 

 

 

 

 

 

 

 

420

 

 

 

 

 

 

420

 

Brokerage fees

 

 

64

 

 

 

1,319

 

 

 

1,951

 

 

 

 

 

 

3,334

 

Bankcard fees

 

 

12,369

 

 

 

4,813

 

 

 

5,107

 

 

 

(7,616

)

 

 

14,673

 

Investment securities losses, net

 

 

 

 

 

 

 

 

 

 

 

(8,336

)

 

 

(8,336

)

Other

 

 

231

 

 

 

404

 

 

 

669

 

 

 

11,336

 

 

 

12,640

 

Total Noninterest income

 

$

20,192

 

 

$

56,899

 

 

$

27,297

 

 

$

4,509

 

 

$

108,897

 

 

 

 

Three Months Ended March 31, 2020

 

NONINTEREST INCOME

 

Commercial Banking

 

 

Institutional Banking

 

 

Personal Banking

 

 

Revenue (Expense) out of Scope of ASC 606

 

 

Total

 

Trust and securities processing

 

$

 

 

$

31,262

 

 

$

15,738

 

 

$

 

 

$

47,000

 

Trading and investment banking

 

 

 

 

 

656

 

 

 

 

 

 

1,067

 

 

 

1,723

 

Service charges on deposit accounts

 

 

6,892

 

 

 

15,607

 

 

 

2,539

 

 

 

43

 

 

 

25,081

 

Insurance fees and commissions

 

 

 

 

 

 

 

 

259

 

 

 

 

 

 

259

 

Brokerage fees

 

 

59

 

 

 

7,590

 

 

 

2,211

 

 

 

 

 

 

9,860

 

Bankcard fees

 

 

14,988

 

 

 

4,724

 

 

 

4,990

 

 

 

(8,157

)

 

 

16,545

 

Investment securities gains, net

 

 

 

 

 

 

 

 

 

 

 

3,520

 

 

 

3,520

 

Other

 

 

400

 

 

 

438

 

 

 

713

 

 

 

(7,115

)

 

 

(5,564

)

Total Noninterest income

 

$

22,339

 

 

$

60,277

 

 

$

26,450

 

 

$

(10,642

)

 

$

98,424

 

 

42


 

 

10.  Commitments, Contingencies and Guarantees

In the normal course of business, the Company is party to 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.  These financial instruments include commitments to extend credit, commercial letters of credit, standby letters of credit, forward foreign exchange contracts and spot foreign exchange contracts.  These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amounts recognized in the Consolidated Balance Sheets.  The contractual or notional amount of those instruments reflects the extent of involvement the Company has in particular classes of financial instruments. Many of the commitments expire without being drawn upon; therefore, the total amount of these commitments does not necessarily represent the future cash requirements of the Company.

The Company’s exposure to credit loss in the event of nonperformance by the counterparty to the financial instruments for commitments to extend credit, commercial letters of credit, and standby letters of credit is represented by the contract or notional amount of those instruments.  The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.

The following table summarizes the Company’s off-balance sheet financial instruments (in thousands):

 

 

 

Contract or Notional Amount

 

 

 

March 31,

 

 

December 31,

 

 

 

2021

 

 

2020

 

Commitments to extend credit for loans (excluding credit card loans)

 

$

9,353,712

 

 

$

8,851,333

 

Commitments to extend credit under credit card loans

 

 

3,537,324

 

 

 

3,472,339

 

Commercial letters of credit

 

 

4,852

 

 

 

3,160

 

Standby letters of credit

 

 

331,051

 

 

 

346,617

 

Forward contracts

 

 

53,065

 

 

 

51,273

 

Spot foreign exchange contracts

 

 

3,923

 

 

 

680

 

 

Allowance for Credit Losses on Off-Balance Sheet Credit Exposures

The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancelable by the Company.  The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life.  The estimate is based on expected utilization rates by portfolio segment.  Utilization rates are influenced by historical trends and current conditions.   The expected utilization rates are applied to the total commitment to determine the expected amount to be funded.  The allowance for off-balance sheet credit exposure is calculated by applying portfolio segment expected credit loss rates to the expected amount to be funded.

The following categories of off-balance sheet credit exposures have been identified:

Revolving Lines of Credit: includes commercial, construction, agriculture, personal, and home-equity. Risks inherent to revolving lines of credit often are related to the susceptibility of an individual or business experiencing unpredictable cash flow or financial troubles, thus leading to payment default. During these financial troubles, the borrower could have less than desirable assets collateralizing the revolving line of credit.  The financial strain the borrower is experiencing could lead to drawing against the line without the ability to pay the line down.

Non-Revolving Lines of Credit: includes commercial and personal.  Lines that do not carry a revolving feature are generally associated with a specific expenditure or project, such as to purchase equipment or the construction of real estate. The predominate risk associated with non-revolving lines is the diversion of funds for other expenditures.  If funds get diverted, the contributory value to collateral suffers.    

Letters of Credit: includes standby letters of credit.  Generally, a standby letter of credit is established to provide assurance to the beneficiary that the applicant will perform certain obligations arising out of a separate

43


 

transaction between the beneficiary and applicant. These obligations might be the performance of a service or delivery of a product.  If the obligations are not met, it gives the beneficiary, the right to draw on the letter of credit.

The ACL for off-balance sheet credit exposures was $5.6 million at both March 31, 2021 and December 31, 2020 and was recorded in the Accrued expenses and taxes line of the Company’s Consolidated Balance Sheets.  No provision for off-balance sheet credit exposures was recorded for the three months ended March 31, 2021 or 2020.  

 

11.  Derivatives and Hedging Activities

Risk Management Objective of Using Derivatives

The Company is exposed to certain risks arising from both its business operations and economic conditions.  The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of its assets and liabilities.  Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates.  The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s loans and borrowings.  The Company also has interest rate derivatives that result from a service provided to certain qualifying customers and, therefore, are not used to manage interest rate risk of the Company’s assets or liabilities. The Company has entered into an offsetting position for each of these derivative instruments with a matching instrument from another financial institution in order to minimize its net risk exposure resulting from such transactions.

Fair Values of Derivative Instruments on the Consolidated Balance Sheets

The table below presents the fair value of the Company’s derivative financial instruments as of March 31, 2021 and December 31, 2020.  The Company’s derivative assets and derivative liabilities are located within Other assets and Other liabilities, respectively, on the Company’s Consolidated Balance Sheets.

Derivative fair values are determined using valuation techniques including discounted cash flow analysis on the expected cash flows from each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves, foreign exchange rates, and implied volatilities. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements.  In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.

This table provides a summary of the fair value of the Company’s derivative assets and liabilities as of March 31, 2021 and December 31, 2020 (in thousands):

 

 

 

Derivative Assets

 

 

Derivative Liabilities

 

 

 

March 31,

 

 

December 31,

 

 

March 31,

 

 

December 31,

 

Fair Value

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Interest Rate Products:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivatives not designated as hedging instruments

 

$

65,538

 

 

$

103,506

 

 

$

16,911

 

 

$

9,375

 

Derivatives designated as hedging instruments

 

 

1

 

 

 

48

 

 

 

468

 

 

 

 

Total

 

$

65,539

 

 

$

103,554

 

 

$

17,379

 

 

$

9,375

 

44


 

 

 

Fair Value Hedges of Interest Rate Risk

The Company is exposed to changes in the fair value of certain of its fixed-rate assets and liabilities due to changes in the benchmark interest rate, London Interbank Offered Rate (LIBOR).  Interest rate swaps designated as fair value hedges involve making fixed rate payments to a counterparty in exchange for the Company receiving variable rate payments over the life of the agreements without the exchange of the underlying notional amount.  As of March 31, 2021, the Company had five interest rate swaps that were designated as fair value hedges of interest rate risk associated with the Company’s fixed rate loan assets and municipal bond securities.  These swaps had an aggregate notional amount of $508.2 million as of March 31, 2021.  As of December 31, 2020, the Company had one interest rate swap that was designated as a fair value hedge of interest rate risk associated with the Company’s fixed rate loan assets.  This swap had a notional amount of $5.0 million as of December 31, 2020.  

For derivatives designated and that qualify as fair value hedges, the gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in Interest income in the Consolidated Statements of Income.

Cash Flow Hedges of Interest Rate Risk

The Company’s objective in using interest rate derivatives is to manage its exposure to interest rate movements.  To accomplish this objective, the Company primarily uses interest rate swaps and floors as part of its interest rate risk management strategy.  Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.  As of March 31, 2021 and December 31, 2020, the Company had two interest rate swaps that were designated as cash flow hedges of interest rate risk associated with the Company’s variable-rate subordinated debentures issued by Marquette Capital Trusts III and IV. These swaps had an aggregate notional amount of $51.5 million at both March 31, 2021 and December 31, 2020.  Interest rate floors designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty if interest rates fall below the strike rate on the contract in exchange for an upfront premium.  On August 28, 2020, the Company terminated an interest rate floor with a notional amount of $750.0 million.  At the date of termination, the interest rate floor had a net asset fair value of $34.1 million. The gross unrealized gain on the terminated interest rate floor remaining in AOCI was $15.9 million, or $12.0 million net of tax, and $17.0 million, or $12.9 million net of tax, as of March 31, 2021 and December 31, 2020, respectively.  The unrealized gain will be reclassified into Interest income as the underlying forecasted transactions impact earnings through the original maturity of the hedged forecasted transactions.  The total remaining term over which the unrealized gain will be reclassified into earnings is 3.4 years.

For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in AOCI and is subsequently reclassified into interest expense and interest income in the period during which the hedged forecasted transaction affects earnings.  Amounts reported in AOCI related to interest rate swap derivatives will be reclassified to Interest expense as interest payments are received or paid on the Company’s derivatives.  Amounts reported in AOCI related to interest rate floor derivatives will be reclassified to Interest income as the underlying forecasted transactions impact earnings through the original maturity of the hedged forecasted transactions. The Company expects to reclassify $1.3 million from AOCI to Interest expense and $4.7 million from AOCI to Interest income during the next 12 months.  As of March 31, 2021, the Company is hedging its exposure to the variability in future cash flows for forecasted transactions over a maximum period of 15.5 years.

Non-designated Hedges

The remainder of the Company’s derivatives are not designated in qualifying hedging relationships.  Derivatives not designated as hedges are not speculative and result from a service the Company provides to certain customers.  The Company executes interest rate swaps with commercial banking customers to facilitate their respective risk management strategies.  Those interest rate swaps are simultaneously offset by interest rate swaps that the Company executes with a third party, such that the Company minimizes its net risk exposure resulting from such transactions.  As the interest rate swaps associated with this program do not meet the strict hedge accounting

45


 

requirements, changes in the fair value of both the customer swaps and the offsetting swaps are recognized directly in earnings.  The changes in the fair value of both the customer swaps and the offsetting swaps are recognized in Other noninterest expense in the Consolidated Statements of Income.  As of March 31, 2021, the Company had 180 interest rate swaps with an aggregate notional amount of $2.5 billion related to this program.  As of December 31, 2020, the Company had 176 interest rate swaps with an aggregate notional amount of $2.5 billion.    

Effect of Derivative Instruments on the Consolidated Statements of Income and Accumulated Other Comprehensive Income

This table provides a summary of the amount of gain or loss recognized in Interest income and Other noninterest expense in the Consolidated Statements of Income related to the Company’s derivative assets and liabilities for the three months ended March 31, 2021 and March 31, 2020 (in thousands):

 

 

 

Amount of Gain (Loss) Recognized

 

 

 

For the Three Months Ended

 

 

 

March 31,

 

 

March 31,

 

 

 

2021

 

 

2020

 

Interest Rate Products

 

 

 

 

 

 

 

 

Derivatives not designated as hedging instruments

 

$

489

 

 

$

(259

)

Total

 

$

489

 

 

$

(259

)

Interest Rate Products

 

 

 

 

 

 

 

 

Derivatives designated as hedging instruments:

 

 

 

 

 

 

 

 

Fair value adjustments on derivatives

 

$

9,328

 

 

$

(203

)

Fair value adjustments on hedged items

 

 

(9,251

)

 

 

202

 

Total

 

$

77

 

 

$

(1

)

 

These tables provide a summary of the effect of hedges on AOCI in the Consolidated Statements of Comprehensive Income related to the Company’s derivative assets and liabilities for the three months ended March 31, 2021 and March 31, 2020 (in thousands):

 

 

 

For the Three Months Ended March 31, 2021

 

Derivatives in Cash Flow Hedging Relationships

 

Gain Recognized in OCI on Derivative

 

 

Gain Recognized in OCI Included Component

 

 

Gain Recognized in OCI Excluded Component

 

 

Gain (Loss) Reclassified from AOCI into Earnings

 

 

Gain (Loss) Reclassified from AOCI into Earnings Included Component

 

 

Loss Reclassified from AOCI into Earnings Excluded Component

 

Interest rate floor

 

$

 

 

$

 

 

$

 

 

$

1,166

 

 

$

1,721

 

 

$

(555

)

Interest rate swaps

 

 

6,503

 

 

 

6,503

 

 

 

 

 

 

(324

)

 

 

(324

)

 

 

 

Total

 

$

6,503

 

 

$

6,503

 

 

$

 

 

$

842

 

 

$

1,397

 

 

$

(555

)

 

 

 

For the Three Months Ended March 31, 2020

 

Derivatives in Cash Flow Hedging Relationships

 

Gain (Loss) Recognized in OCI on Derivative

 

 

Gain (Loss) Recognized in OCI Included Component

 

 

Loss Recognized in OCI Excluded Component

 

 

Loss Reclassified from AOCI into Earnings

 

 

Loss Reclassified from AOCI into Earnings Included Component

 

 

Loss Reclassified from AOCI into Earnings Excluded Component

 

Interest rate floor

 

$

24,934

 

 

$

29,296

 

 

$

(4,362

)

 

$

(636

)

 

$

 

 

$

(636

)

Interest rate swaps

 

 

(10,409

)

 

 

(10,409

)

 

 

 

 

 

(132

)

 

 

(132

)

 

 

 

Total

 

$

14,525

 

 

$

18,887

 

 

$

(4,362

)

 

$

(768

)

 

$

(132

)

 

$

(636

)

46


 

 

 

Credit-risk-related Contingent Features

The Company has agreements with certain of its derivative counterparties that contain a provision that 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.

As of March 31, 2021, the termination value of derivatives in a net liability position, which includes accrued interest, related to these agreements was $5.9 million. The Company has minimum collateral posting thresholds with certain of its derivative counterparties. At March 31, 2021, the Company had posted $10.6 million of collateral. If the Company had breached any of these provisions at March 31, 2021, it could have been required to settle its obligations under the agreements at the termination value.

12.  Fair Value Measurements

The following table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis as of March 31, 2021, and December 31, 2020, and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value.

Fair values determined by Level 1 inputs utilize quoted prices in active markets for identical assets and liabilities that the Company has the ability to access.  Fair values determined by Level 2 inputs utilize inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.  Level 2 inputs include quoted prices for similar assets or liabilities in active markets, and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals.  Level 3 inputs are unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability.  In certain cases, the inputs used to measure fair value may fall into different levels of the hierarchy.  In such cases, the fair value is determined based on the lowest level input that is significant to the fair value measurement in its entirety.  

47


 

Assets and liabilities measured at fair value on a recurring basis as of March 31, 2021 and December 31, 2020 (in thousands):

 

 

 

Fair Value Measurement at March 31, 2021

 

Description

 

March 31, 2021

 

 

Quoted Prices in Active Markets for Identical Assets (Level 1)

 

 

Significant Other Observable Inputs (Level 2)

 

 

Significant Unobservable Inputs (Level 3)

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury

 

$

3,896

 

 

$

3,896

 

 

$

 

 

$

 

U.S. Agencies

 

 

3,933

 

 

 

 

 

 

3,933

 

 

 

 

State and political subdivisions

 

 

17,296

 

 

 

 

 

 

17,296

 

 

 

 

Corporates

 

 

3,133

 

 

 

3,133

 

 

 

 

 

 

 

Trading – other

 

 

841

 

 

 

841

 

 

 

 

 

 

 

Trading securities

 

 

29,099

 

 

 

7,870

 

 

 

21,229

 

 

 

 

U.S. Treasury

 

 

49,479

 

 

 

49,479

 

 

 

 

 

 

 

U.S. Agencies

 

 

94,905

 

 

 

 

 

 

94,905

 

 

 

 

Mortgage-backed

 

 

5,989,606

 

 

 

 

 

 

5,989,606

 

 

 

 

State and political subdivisions

 

 

3,522,941

 

 

 

 

 

 

3,522,941

 

 

 

 

Corporates

 

 

96,461

 

 

 

96,461

 

 

 

 

 

 

 

Available for sale securities

 

 

9,753,392

 

 

 

145,940

 

 

 

9,607,452

 

 

 

 

Equity securities with readily determinable fair values

 

 

133,979

 

 

 

133,979

 

 

 

 

 

 

 

Company-owned life insurance

 

 

64,607

 

 

 

 

 

 

64,607

 

 

 

 

Bank-owned life insurance

 

 

389,806

 

 

 

 

 

 

389,806

 

 

 

 

Derivatives

 

 

65,539

 

 

 

 

 

 

65,539

 

 

 

 

Total

 

$

10,436,422

 

 

$

287,789

 

 

$

10,148,633

 

 

$

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivatives

 

$

17,379

 

 

$

 

 

$

17,379

 

 

$

 

Securities sold not yet purchased

 

 

2,001

 

 

 

 

 

 

2,001

 

 

 

 

Total

 

$

19,380

 

 

$

 

 

$

19,380

 

 

$

 

48


 

 

 

 

 

Fair Value Measurement at December 31, 2020

 

Description

 

December 31, 2020

 

 

Quoted Prices in Active Markets for Identical Assets (Level 1)

 

 

Significant Other Observable Inputs (Level 2)

 

 

Significant Unobservable Inputs (Level 3)

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury

 

$

651

 

 

$

651

 

 

$

 

 

$

 

U.S. Agencies

 

 

1,568

 

 

 

 

 

 

1,568

 

 

 

 

Mortgage-backed

 

 

4

 

 

 

 

 

 

4

 

 

 

 

State and political subdivisions

 

 

18,545

 

 

 

 

 

 

18,545

 

 

 

 

Corporates

 

 

711

 

 

 

711

 

 

 

 

 

 

 

Trading – other

 

 

13,541

 

 

 

13,541

 

 

 

 

 

 

 

Trading securities

 

 

35,020

 

 

 

14,903

 

 

 

20,117

 

 

 

 

U.S. Treasury

 

 

30,740

 

 

 

30,740

 

 

 

 

 

 

 

U.S. Agencies

 

 

95,949

 

 

 

 

 

 

95,949

 

 

 

 

Mortgage-backed

 

 

5,468,181

 

 

 

 

 

 

5,468,181

 

 

 

 

State and political subdivisions

 

 

3,623,619

 

 

 

 

 

 

3,623,619

 

 

 

 

Corporates

 

 

81,199

 

 

 

81,199

 

 

 

 

 

 

 

Available for sale securities

 

 

9,299,688

 

 

 

111,939

 

 

 

9,187,749

 

 

 

 

Equity securities with readily determinable fair values

 

 

134,197

 

 

 

134,197

 

 

 

 

 

 

 

Company-owned life insurance

 

 

63,575

 

 

 

 

 

 

63,575

 

 

 

 

Bank-owned life insurance

 

 

387,513

 

 

 

 

 

 

387,513

 

 

 

 

Derivatives

 

 

103,554

 

 

 

 

 

 

103,554

 

 

 

 

Total

 

$

10,023,547

 

 

$

261,039

 

 

$

9,762,508

 

 

$

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivatives

 

$

9,375

 

 

$

 

 

$

9,375

 

 

$

 

Securities sold not yet purchased

 

 

2,177

 

 

 

 

 

 

2,177

 

 

 

 

Total

 

$

11,552

 

 

$

 

 

$

11,552

 

 

$

 

 

Valuation methods for instruments measured at fair value on a recurring basis

The following methods and assumptions were used to estimate the fair value of each class of financial instruments measured on a recurring basis:

Trading Securities Fair values for trading securities (including financial futures), are based on quoted market prices where available.  If quoted market prices are not available, fair values are based on quoted market prices for similar securities.

Available for Sale Securities Fair values are based on quoted market prices or dealer quotes, if available.  If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities.  Prices are provided by third-party pricing services and are based on observable market inputs. On an annual basis, the Company compares a sample of these prices to other independent sources for the same securities. Additionally, throughout the year, if securities are sold, comparisons are made between the pricing services prices and the market prices at which the securities were sold.  Variances are analyzed, and, if appropriate, additional research is conducted with the third-party pricing services. Based on this research, the pricing services may affirm or revise their quoted price. No significant adjustments have been made to the prices provided by the pricing services. The pricing services also provide documentation on an ongoing basis that includes reference data, inputs and methodology by asset class, which is reviewed to ensure that security placement within the fair value hierarchy is appropriate.

Equity securities with readily determinable fair values Fair values are based on quoted market prices.

49


 

Company-owned Life Insurance Fair value is equal to the cash surrender value of the life insurance policies.

Bank-owned Life Insurance Fair value is equal to the cash surrender value of the life insurance policies.

Derivatives Fair values are determined using valuation techniques including discounted cash flow analysis on the expected cash flows from each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves, foreign exchange rates, and implied volatilities. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements.  In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.

Securities sold not yet purchased Fair values are based on quoted market prices or dealer quotes, if available.  If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities.  Prices are provided by third-party pricing services and are based on observable market inputs.

Assets measured at fair value on a non-recurring basis as of March 31, 2021 and December 31, 2020 (in thousands):

 

 

 

Fair Value Measurement at March 31, 2021 Using

 

Description

 

March 31, 2021

 

 

Quoted Prices in Active Markets for Identical Assets (Level 1)

 

 

Significant Other Observable Inputs (Level 2)

 

 

Significant Unobservable Inputs (Level 3)

 

 

Total Losses Recognized During the Three Months Ended March 31

 

Collateral dependent assets

 

$

32,476

 

 

$

 

 

$

 

 

$

32,476

 

 

$

(3

)

Other real estate owned

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

32,476

 

 

$

 

 

$

 

 

$

32,476

 

 

$

(3

)

 

 

 

Fair Value Measurement at December 31, 2020 Using

 

Description

 

December 31, 2020

 

 

Quoted Prices in Active Markets for Identical Assets (Level 1)

 

 

Significant Other Observable Inputs (Level 2)

 

 

Significant Unobservable Inputs (Level 3)

 

 

Total Losses Recognized During the Twelve Months Ended December 31

 

Collateral dependent assets

 

$

35,995

 

 

$

 

 

$

 

 

$

35,995

 

 

$

(9,389

)

Other real estate owned

 

 

2,798

 

 

 

 

 

 

 

 

 

2,798

 

 

 

(938

)

Total

 

$

38,793

 

 

$

 

 

$

 

 

$

38,793

 

 

$

(10,327

)

 

Valuation methods for instruments measured at fair value on a non-recurring basis

The following methods and assumptions were used to estimate the fair value of each class of financial instruments measured on a non-recurring basis:

 

Collateral Dependent Assets Collateral dependent assets are assets evaluated as part of the ACL on an individual basis.  Those assets for which there is an associated allowance are considered financial assets measured at fair value on a non-recurring basis.  Adjustments are recorded on certain assets to reflect write-downs that are based on the external appraised value of the underlying collateral.  The external appraisals are generally based on recent sales of comparable properties which are then adjusted for the unique characteristics of the property being valued.  In the case of non-real estate collateral, reliance is placed on a variety of sources, including external estimates of value and judgments based on the experience and expertise of internal specialists within the Company’s property

50


 

management group and the Company’s credit department. The valuations of the collateral dependent assets are reviewed on a quarterly basis.  Because many of these inputs are not observable, the measurements are classified as Level 3.

Other real estate owned Other real estate owned consists of loan collateral which has been repossessed through foreclosure. This collateral is comprised of commercial and residential real estate and other non-real estate property, including auto, recreational and marine vehicles. Other real estate owned is recorded as held for sale initially at the fair value of the collateral less estimated selling costs.  The initial valuation of the foreclosed property is obtained through an appraisal process similar to the process described in the impaired loans paragraph above. Subsequent to foreclosure, valuations are reviewed quarterly and updated periodically, and the assets may be marked down further, reflecting a new cost basis. Fair value measurements may be based upon appraisals, third-party price opinions, or internally developed pricing methods and those measurements are classified as Level 3.

Fair value disclosures require disclosure of the fair value of financial assets and financial liabilities, including those financial assets and financial liabilities that are not measured and reported at fair value on a recurring basis or non-recurring basis.  

The estimated fair value of the Company’s financial instruments at March 31, 2021 and December 31, 2020 are as follows (in thousands):

 

 

 

Fair Value Measurement at March 31, 2021 Using

 

 

 

Carrying Amount

 

 

Quoted Prices in Active Markets for Identical Assets (Level 1)

 

 

Significant Other Observable Inputs (Level 2)

 

 

Significant

Unobservable

Inputs

(Level 3)

 

 

Total

Estimated

Fair Value

 

FINANCIAL ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and short-term investments

 

$

5,877,806

 

 

$

4,247,993

 

 

$

1,629,813

 

 

$

 

 

$

5,877,806

 

Securities available for sale

 

 

9,753,392

 

 

 

145,940

 

 

 

9,607,452

 

 

 

 

 

 

9,753,392

 

Securities held to maturity (exclusive of allowance for credit losses)

 

 

1,042,670

 

 

 

 

 

 

1,012,129

 

 

 

 

 

 

1,012,129

 

Trading securities

 

 

29,099

 

 

 

7,870

 

 

 

21,229

 

 

 

 

 

 

29,099

 

Other securities

 

 

298,209

 

 

 

133,979

 

 

 

164,320

 

 

 

 

 

 

298,299

 

Loans (exclusive of allowance for credit losses)

 

 

16,507,660

 

 

 

 

 

 

16,820,506

 

 

 

 

 

 

16,820,506

 

Derivatives

 

 

65,539

 

 

 

 

 

 

65,539

 

 

 

 

 

 

65,539

 

FINANCIAL LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Demand and savings deposits

 

 

27,616,227

 

 

 

27,616,227

 

 

 

 

 

 

 

 

 

27,616,227

 

Time deposits

 

 

664,565

 

 

 

 

 

 

664,565

 

 

 

 

 

 

664,565

 

Other borrowings

 

 

2,759,818

 

 

 

217,301

 

 

 

2,542,517

 

 

 

 

 

 

2,759,818

 

Long-term debt

 

 

270,074

 

 

 

 

 

 

293,386

 

 

 

 

 

 

293,386

 

Derivatives

 

 

17,379

 

 

 

 

 

 

17,379

 

 

 

 

 

 

17,379

 

OFF-BALANCE SHEET ARRANGEMENTS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commitments to extend credit for loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,583

 

Commercial letters of credit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

76

 

Standby letters of credit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

777

 

51


 

 

 

 

 

Fair Value Measurement at December 31, 2020 Using

 

 

 

Carrying Amount

 

 

Quoted Prices in Active Markets for Identical Assets (Level 1)

 

 

Significant Other Observable Inputs (Level 2)

 

 

Significant

Unobservable

Inputs

(Level 3)

 

 

Total

Estimated

Fair Value

 

FINANCIAL ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and short-term investments

 

$

5,191,015

 

 

$

3,540,680

 

 

$

1,650,335

 

 

$

 

 

$

5,191,015

 

Securities available for sale

 

 

9,299,688

 

 

 

111,939

 

 

 

9,187,749

 

 

 

 

 

 

9,299,688

 

Securities held to maturity (exclusive of allowance for credit losses)

 

 

1,014,614

 

 

 

 

 

 

1,029,444

 

 

 

 

 

 

1,029,444

 

Trading securities

 

 

35,020

 

 

 

14,903

 

 

 

20,117

 

 

 

 

 

 

35,020

 

Other securities

 

 

296,053

 

 

 

134,197

 

 

 

161,856

 

 

 

 

 

 

296,053

 

Loans (exclusive of allowance for credit losses)

 

 

16,110,359

 

 

 

 

 

 

16,413,132

 

 

 

 

 

 

16,413,132

 

Derivatives

 

 

103,554

 

 

 

 

 

 

103,554

 

 

 

 

 

 

103,554

 

FINANCIAL LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Demand and savings deposits

 

 

26,175,156

 

 

 

26,175,156

 

 

 

 

 

 

 

 

 

26,175,156

 

Time deposits

 

 

876,095

 

 

 

 

 

 

879,841

 

 

 

 

 

 

879,841

 

Other borrowings

 

 

2,315,497

 

 

 

65,636

 

 

 

2,249,861

 

 

 

 

 

 

2,315,497

 

Long-term debt

 

 

269,595

 

 

 

 

 

 

299,858

 

 

 

 

 

 

299,858

 

Derivatives

 

 

9,375

 

 

 

 

 

 

9,375

 

 

 

 

 

 

9,375

 

OFF-BALANCE SHEET ARRANGEMENTS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commitments to extend credit for loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6,405

 

Commercial letters of credit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

150

 

Standby letters of credit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,365

 

 

Cash and short-term investments The carrying amounts of cash and due from banks, federal funds sold and resell agreements are reasonable estimates of their fair values.

Securities held to maturity Fair value of held-to-maturity securities are estimated by discounting the future cash flows using current market rates.

Other securities Amount consists of FRB and FHLB stock held by the Company, equity securities with readily determinable fair values, and equity securities without readily determinable fair values, including equity-method investments and other miscellaneous investments.  The carrying amount of the FRB and FHLB stock equals its fair value because the shares can only be redeemed by the FRB and FHLB at their carrying amount. Equity securities with readily determinable fair values are measured at fair value using quoted market prices.  Equity securities without readily determinable fair values are carried at cost, which approximates fair value.  As of December 31, 2020, equity securities without readily determinable fair values also included PCM equity-method investments, for which the Company’s proportionate share of the income or loss was recognized on a one-quarter lag based on the valuation of the underlying investment(s).

Loans Fair values are estimated for portfolios with similar financial characteristics.  Loans are segregated by type, such as commercial, real estate, consumer, and credit card.  Each loan category is further segmented into fixed and variable interest rate categories.  The fair value of loans are estimated by discounting the future cash flows. The discount rates used are estimated using comparable market rates for similar types of instruments adjusted to be commensurate with the credit risk, overhead costs, and optionality of such instruments.

Demand and savings deposits The fair value of demand deposits and savings accounts is the amount payable on demand at March 31, 2021 and December 31, 2020.

Time deposits The fair value of fixed-maturity certificates of deposit is estimated by discounting the future cash flows using the rates that are currently offered for deposits of similar remaining maturities.

52


 

Other borrowings The carrying amounts of federal funds purchased, repurchase agreements and other short-term debt are reasonable estimates of their fair value because of the short-term nature of their maturities. Federal funds purchased are classified as Level 1 based on availability of quoted market prices and repurchase agreements and other short-term debt are classified as Level 2.

Long-term debt Rates currently available to the Company for debt with similar terms and remaining maturities are used to estimate fair value of existing debt.

Other off-balance sheet instruments The fair value of loan commitments and letters of credit are determined based on the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreement and the present creditworthiness of the counterparties.  Neither the fees earned during the year on these instruments nor their fair value at period-end are significant to the Company’s consolidated financial position.

 

53


 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis of Financial Condition and Results of Operations highlights the material changes in the results of operations and changes in financial condition of the Company for the three-month period ended March 31, 2021.  It should be read in conjunction with the accompanying Consolidated Financial Statements, Notes to Consolidated Financial Statements and other financial information appearing elsewhere in this Form 10-Q and the Form 10-K. Results of operations for the periods included in this review are not necessarily indicative of results to be attained during any future period.

CAUTIONARY NOTICE ABOUT FORWARD-LOOKING STATEMENTS

From time to time the Company has made, and in the future will make, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements often use words such as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project,” “outlook,” “forecast,” “target,” “trend,” “plan,” “goal,” or other words of comparable meaning or future-tense or conditional verbs such as “may,” “will,” “should,” “would,” or “could.” Forward-looking statements convey the Company’s expectations, intentions, or forecasts about future events, circumstances, results, or aspirations, in each case as of the date such forward-looking statements are made.

This Form 10-Q, including any information incorporated by reference in this Form 10-Q, contains forward-looking statements. The Company also may make forward-looking statements in other documents that are filed or furnished with the Securities and Exchange Commission. In addition, the Company may make forward-looking statements orally or in writing to investors, analysts, members of the media, or others.

All forward-looking statements, by their nature, are subject to assumptions, risks, and uncertainties, which may change over time and many of which are beyond the Company’s control. You should not rely on any forward-looking statement as a prediction or guarantee about the future.  Actual future objectives, strategies, plans, prospects, performance, conditions, or results may differ materially from those set forth in any forward-looking statement. While no list of assumptions, risks, or uncertainties could be complete, some of the factors that may cause actual results or other future events, circumstances, or aspirations to differ from those in forward-looking statements include:

 

local, regional, national, or international business, economic, or political conditions or events;

 

changes in laws or the regulatory environment, including as a result of financial-services legislation or regulation;

 

changes in monetary, fiscal, or trade laws or policies, including as a result of actions by central banks or supranational authorities;

 

changes in accounting standards or policies;

 

shifts in investor sentiment or behavior in the securities, capital, or other financial markets, including changes in market liquidity or volatility or changes in interest or currency rates;

 

changes in spending, borrowing, or saving by businesses or households;

 

the Company’s ability to effectively manage capital or liquidity or to effectively attract or deploy deposits;

 

changes in any credit rating assigned to the Company or its affiliates;

 

adverse publicity or other reputational harm to the Company;

 

changes in the Company’s corporate strategies, the composition of its assets, or the way in which it funds those assets;

 

the Company’s ability to develop, maintain, or market products or services or to absorb unanticipated costs or liabilities associated with those products or services;

54


 

 

the Company’s ability to innovate to anticipate the needs of current or future customers, to successfully compete in its chosen business lines, to increase or hold market share in changing competitive environments, or to deal with pricing or other competitive pressures;

 

changes in the credit, liquidity, or other condition of the Company’s customers, counterparties, or competitors;

 

the Company’s ability to effectively deal with economic, business, or market slowdowns or disruptions;

 

judicial, regulatory, or administrative investigations, proceedings, disputes, or rulings that create uncertainty for, or are adverse to, the Company or the financial-services industry;

 

the Company’s ability to address changing or stricter regulatory or other governmental supervision or requirements;

 

the Company’s ability to maintain secure and functional financial, accounting, technology, data processing, or other operating systems or facilities, including its capacity to withstand cyber-attacks;

 

the adequacy of the Company’s corporate governance, risk-management framework, compliance programs, or internal controls, including its ability to control lapses or deficiencies in financial reporting or to effectively mitigate or manage operational risk;

 

the efficacy of the Company’s methods or models in assessing business strategies or opportunities or in valuing, measuring, monitoring, or managing positions or risk;

 

the Company’s ability to keep pace with changes in technology that affect the Company or its customers, counterparties, or competitors;

 

mergers, acquisitions, or dispositions, including the Company’s ability to integrate acquisitions and divest assets;

 

the adequacy of the Company’s succession planning for key executives or other personnel;

 

the Company’s ability to grow revenue, control expenses, or attract and retain qualified employees;

 

natural disasters, war, terrorist activities, pandemics, or the outbreak of COVID-19 or similar outbreaks, and their effects on economic and business environments in which the Company operates;

 

adverse effects due to COVID-19 on the Company and its customers, counterparties, employees, and third-party service providers, and the adverse impacts to the Company’s business, financial position, results of operations, and prospects; or

 

other assumptions, risks, or uncertainties described in the Notes to Consolidated Financial Statements (Item 1) and Management’s Discussion and Analysis of Financial Condition and Results of Operations (Item 2) in this Form 10-Q, in the Risk Factors (Item 1A) in the Form 10-K, or in any of the Company’s quarterly or current reports.

Any forward-looking statement made by the Company or on its behalf speaks only as of the date that it was made. The Company does not undertake to update any forward-looking statement to reflect the impact of events, circumstances, or results that arise after the date that the statement was made, except as required by applicable securities laws. You, however, should consult further disclosures (including disclosures of a forward-looking nature) that the Company may make in any subsequent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, or Current Report on Form 8-K.

Overview

 

During the first quarter of 2020, the global economy began experiencing a downturn related to the impacts of the COVID-19 global pandemic (the COVID-19 pandemic, or the pandemic).  Such impacts have included significant volatility in the global stock and fixed income markets, a 150-basis-point reduction in the target federal funds rate, the enactment of the Coronavirus Aid, Relief, and Economic Security (CARES) Act and the American

55


 

Rescue Plan Act of 2021, both including the Paycheck Protection Program (PPP) administered by the Small Business Administration, and a variety of rulings from the Company’s banking regulators.

 

The Company continues to actively monitor developments related to COVID-19 and its impact to its business, customers, employees, counterparties, vendors, and service providers. During the first quarter of 2021, the Company’s results of operations included continued maintenance of the ACL at a level appropriate given the state of key macroeconomic variables utilized in the econometric models at March 31, 2021.  Additionally, the Company continued to see impacts of the volatile equity and debt markets and low interest rate environment in its fee-based businesses.

 

In response to the COVID-19 pandemic, the Company formed a Pandemic Taskforce and a steering group comprised of associates across multiple lines of business and support functions and has taken several actions to offer various forms of support to our customers, employees, and communities that have experienced impacts resulting from the COVID-19 pandemic. Approximately 65% of the Company’s associates are working remotely.  The Company has also increased purchases of computer hardware to support a remote workforce, as well as incurred additional cleaning and janitorial expense to disinfect branch and office locations.  The Company has actively worked with customers impacted by the economic downturn by offering payment deferrals and other loan modifications.  See further details under “Credit Risk Management” within “Item 3. Quantitative and Qualitative Disclosures about Market Risk.”  

 

In light of volatility in the capital markets and economic disruptions, the Company continues to carefully monitor its capital and liquidity position.  The Company continues to anticipate that it will have sufficient capital levels to meet all applicable regulatory capital requirements as the economy recovers from the COVID-19 pandemic.

 

The COVID-19 pandemic and stay-at-home and similar mandates have also necessitated certain actions related to the way the Company operates its business. As noted above, the Company transitioned most of its workforce off-site or to work-from-home to help mitigate health risks. The Company is also carefully monitoring the activities of its vendors and other third-party service providers to mitigate the risks associated with any potential service disruptions. The length of time it may be required to operate under such circumstances and future degrees of disruption remain uncertain. While the Company has not experienced material adverse disruptions to its internal operations due to the pandemic, it continues to review evolving risks and developments.

 

The Company has detailed the impact of the COVID-19 pandemic in each applicable section of “Management's Discussion and Analysis of Financial Condition and Results of Operations” included below.

The Company focuses on the following four core financial objectives.  Management believes these objectives will guide its efforts to achieve its vision, to deliver the Unparalleled Customer Experience, all while seeking to improve net income and strengthen the balance sheet while undertaking prudent risk management.

The first financial objective is to continuously improve operating efficiencies. The Company has focused on identifying efficiencies that simplify our organizational and reporting structures, streamline back office functions and take advantage of synergies and newer technologies among various platforms and distribution networks.  The Company has identified and expects to continue identifying ongoing efficiencies through the normal course of business that, when combined with increased revenue, will contribute to improved operating leverage.  During the first quarter of 2021, total revenue increased $30.6 million, or 11.3%, as compared to the first quarter of 2020, while noninterest expense increased $12.3 million, or 6.5%, for the same period.  As part of the initiative to improve operating efficiencies, the Company continues to invest in technological advances that it believes will help management drive operating leverage in the future through improved data analysis and automation. The Company also continues to evaluate core systems and will invest in enhancements that it believes will yield operating efficiencies.

The second financial objective is to increase net interest income through profitable loan and deposit growth and the optimization of the balance sheet.  During the first quarter of 2021, the Company had an increase in net interest income of $20.2 million, or 11.6%, from the same period in 2020.  The Company has shown increased net interest income through the effects of increased volume and mix of average earning assets, offset by a decrease in

56


 

rates compared to the first quarter of 2020.  Loans recorded under the PPP increased loan interest income by $13.4 million in the first quarter of 2021.  The additional increase in interest income was driven by an increase of $1.3 billion in average non-PPP loans.  These increases were offset by interest rate reductions in March 2020.  Average loan balances increased $2.6 billion, or 19.3%, for the first quarter of 2021, compared to the same period in 2020. Average PPP loans account for $1.3 billion of this variance.  The funding for these assets was driven primarily by a 20.9% increase in average interest-bearing liabilities and a 50.2% increase in noninterest-bearing deposits.  Net interest margin, on a tax-equivalent basis, decreased 38 basis points compared to the same period in 2020, in large part due to a decrease in one-month LIBOR rates, excess liquidity buildup, and repricing of earning assets in the low interest rate environment.  These declines were partially offset by a 67-basis point decrease in cost of interest-bearing deposits.  Net interest spread contracted by 16 basis points during the same period.  The Company expects to see continued volatility in the economic markets and governmental responses to the COVID-19 pandemic.  These changing conditions could have impacts on the balance sheet and income statement of the Company for the remainder of the year.

The third financial objective is to grow the Company’s revenue from noninterest sources.  The Company seeks to grow noninterest revenues throughout all economic and interest rate cycles, while positioning itself to benefit in periods of economic growth.  Noninterest income increased $10.5 million, or 10.6%, to $108.9 million for the three months ended March 31, 2021, compared to the same period in 2020.  This change is primarily due to an increase in the market value of company-owned life insurance, trust and securities processing, and trading and investment banking income, offset by a decrease in the value on the company’s investment in Tattooed Chef, Inc. (TTCF).  See greater detail below under Noninterest Income. The Company continues to emphasize its asset management, brokerage, bankcard services, healthcare services, and treasury management businesses. At March 31, 2021, noninterest income represented 35.9% of total revenues, compared to 36.1% at March 31, 2020.  The recent economic changes have impacted fee income, especially those with assets tied to market values and interest rates.

The fourth financial objective is effective capital management.  The Company places a significant emphasis on maintaining a strong capital position, which management believes promotes investor confidence, provides access to funding sources under favorable terms, and enhances the Company’s ability to capitalize on business growth and acquisition opportunities. The Company continues to maximize shareholder value through a mix of reinvesting in organic growth, evaluating acquisition opportunities that complement the Company’s strategies, increasing dividends over time, and appropriately utilizing a share repurchase program.  At March 31, 2021, the Company had $3.0 billion in total shareholders’ equity.  This is an increase of $294.8 million, or 11.1%, compared to total shareholders’ equity at March 31, 2020.  At March 31, 2021, the Company had a total risk-based capital ratio of 14.28%.  The Company repurchased 52,658 shares of common stock at an average price of $76.47 per share during the first quarter of 2021.  Total risk-based capital was favorably impacted by the $200 million subordinated note issuance during the third quarter of 2020.  For additional information regarding the subordinated note issuance, please see the summary discussion in the “Deposits and Borrowed Funds” section included below.

Earnings Summary

The following is a summary regarding the Company’s earnings for the first quarter of 2021.  The changes identified in the summary are explained in greater detail below.  The Company recorded net income of $92.6 million for the three-month period ended March 31, 2021, compared to a net loss of $3.4 million for the same period a year earlier.  Basic earnings per share for the first quarter of 2021 was $1.93 per share ($1.91 per share fully-diluted) compared to basic losses per share of $0.07 per share ($0.07 per share fully-diluted) for the first quarter of 2020.  Return on average assets and return on average common shareholders’ equity for the three-month period ended March 31, 2021 were 1.14% and 12.56%, respectively, compared to (0.05)% and (0.51)%, respectively, for the three-month period ended March 31, 2020.

Net interest income for the three-month period ended March 31, 2021 increased $20.2 million, or 11.6%, compared to the same period in 2020.  For the three-month period ended March 31, 2021, average earning assets increased by $7.0 billion, or 28.4%, compared to the same period in 2020.  Net interest margin, on a tax-equivalent basis, decreased to 2.59% for the three-month period ended March 31, 2021, compared to 2.97% for the same period in 2020.  

57


 

The provision for credit losses decreased by $95.5 million for the three-month period ended March 31, 2021, as compared to the same period in 2020.  Provision expense in 2020 included increased expense related to the impact of numerous economic variables due to the COVID-19 pandemic.  The decline in the first quarter of 2021 represents a release of ACL based on positive macro-economic data and portfolio credit metrics.  The Company’s nonperforming loans decreased $20.3 million to $76.7 million at March 31, 2021, compared to March 31, 2020.  The ACL on loans as a percentage of total loans decreased to 1.23% as of March 31, 2021, compared to 1.35% at March 31, 2020.  For a description of the Company’s methodology for computing the allowance for credit losses, please see the summary discussion in the “Provision and Allowance for Credit Losses” section included below.

Noninterest income increased by $10.5 million, or 10.6%, for the three-month period ended March 31, 2021, compared to the same period in 2020.  These changes are discussed in greater detail below under Noninterest Income.

Noninterest expense increased by $12.3 million, or 6.5%, for the three-month period ended March 31, 2021, compared to the same period in 2020.  These changes are discussed in greater detail below under Noninterest Expense.

Net Interest Income

Net interest income is a significant source of the Company’s earnings and represents the amount by which interest income on earning assets exceeds the interest expense paid on liabilities.  The volume of interest-earning assets and the related funding sources, the overall mix of these assets and liabilities, and the rates paid on each affect net interest income.  Net interest income for the three-month period ended March 31, 2021 increased $20.2 million, or 11.6%, compared to the same period in 2020.  

Table 1 shows the impact of earning asset rate changes compared to changes in the cost of interest-bearing liabilities. As illustrated in this table, net interest spread for the three months ended March 31, 2021 decreased 16 basis points as compared to the same period in 2020.  Net interest margin for the three months ended March 31, 2021 decreased 38 basis points compared to the same period in 2020.  The changes are primarily due to favorable volume variance on loans and securities and favorable rate variances on interest-bearing deposits, offset by unfavorable rate variances on earning assets.  Average PPP loans account for $1.3 billion for the three-month period ended March 31, 2021.  These variances have led to an increase in the Company’s net interest income during 2021, as compared to results for the same period in 2020.  The changes compared to last year have been impacted by loan growth and increased liquidity, offset by short-term interest rate cuts.  The Company expects to see continued volatility in the economic markets and governmental responses to these changes as a result of the COVID-19 pandemic.  These changing conditions could have impacts on the balance sheet and income statement of the Company the remainder of the year.  For the impact of the contribution from free funds, see the Analysis of Net Interest Margin within Table 2 below. Table 2 also illustrates how the changes in volume and interest rates have resulted in an increase in net interest income.

58


 

Table 1

AVERAGE BALANCE SHEETS/YIELDS AND RATES (tax-equivalent basis) (unaudited, dollars in thousands)

The following table presents, for the periods indicated, the average earning assets and resulting yields, as well as the average interest-bearing liabilities and resulting yields, expressed in both dollars and rates.  All average balances are daily average balances.  The average yield on earning assets without the tax-equivalent basis adjustment would have been 2.66% for the three-month period ended March 31, 2021, and 3.47% for the same period in 2020.   

 

 

 

Three Months Ended March 31,

 

 

 

2021

 

 

 

2020

 

 

 

Average

 

 

Average

 

 

 

Average

 

 

Average

 

 

 

Balance

 

 

Yield/Rate

 

 

 

Balance

 

 

Yield/Rate

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans, net of unearned interest

 

$

16,246,093

 

 

 

3.75

%

 

 

$

13,616,566

 

 

 

4.46

%

Securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxable

 

 

6,398,188

 

 

 

1.72

 

 

 

 

4,694,418

 

 

 

2.33

 

Tax-exempt

 

 

4,301,256

 

 

 

2.98

 

 

 

 

4,063,042

 

 

 

3.05

 

Total securities

 

 

10,699,444

 

 

 

2.23

 

 

 

 

8,757,460

 

 

 

2.67

 

Federal funds and resell agreements

 

 

1,643,894

 

 

 

0.70

 

 

 

 

1,224,196

 

 

 

1.79

 

Interest-bearing due from banks

 

 

2,823,771

 

 

 

0.10

 

 

 

 

826,963

 

 

 

1.30

 

Other earning assets

 

 

17,540

 

 

 

4.30

 

 

 

 

48,102

 

 

 

5.84

 

Total earning assets

 

 

31,430,742

 

 

 

2.74

 

 

 

 

24,473,287

 

 

 

3.58

 

Allowance for credit losses

 

 

(219,672

)

 

 

 

 

 

 

 

(112,751

)

 

 

 

 

Other assets

 

 

1,841,224

 

 

 

 

 

 

 

 

1,679,390

 

 

 

 

 

Total assets

 

$

33,052,294

 

 

 

 

 

 

 

$

26,039,926

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing deposits

 

$

17,072,344

 

 

 

0.16

%

 

 

$

14,330,150

 

 

 

0.83

%

Federal funds and repurchase agreements

 

 

2,519,373

 

 

 

0.30

 

 

 

 

2,030,385

 

 

 

1.26

 

Borrowed funds

 

 

269,576

 

 

 

4.78

 

 

 

 

70,647

 

 

 

7.73

 

Total interest-bearing liabilities

 

 

19,861,293

 

 

 

0.24

 

 

 

 

16,431,182

 

 

 

0.92

 

Noninterest-bearing demand deposits

 

 

9,753,680

 

 

 

 

 

 

 

 

6,495,611

 

 

 

 

 

Other liabilities

 

 

445,777

 

 

 

 

 

 

 

 

392,181

 

 

 

 

 

Shareholders' equity

 

 

2,991,544

 

 

 

 

 

 

 

 

2,720,952

 

 

 

 

 

Total liabilities and shareholders' equity

 

$

33,052,294

 

 

 

 

 

 

 

$

26,039,926

 

 

 

 

 

Net interest spread

 

 

 

 

 

 

2.50

%

 

 

 

 

 

 

 

2.66

%

Net interest margin

 

 

 

 

 

 

2.59

 

 

 

 

 

 

 

 

2.97

 

 

 

Table 2 presents the dollar amount of change in net interest income and margin due to volume and rate.  Table 2 also reflects the effect that interest-free funds have on net interest margin.  The average balance of interest-free funds (total earning assets less interest-bearing liabilities) increased $3.5 billion for the three-month period ended March 31, 2021, compared to the same period in 2020.  The benefit from interest-free funds decreased 22 basis points in the three-month period ended March 31, 2021, compared to the same period in 2020, due to decreased yields on earning assets, offset by a decrease in interest rates of interest-bearing liabilities.

59


 

Table 2

ANALYSIS OF CHANGES IN NET INTEREST INCOME AND MARGIN (unaudited, dollars in thousands)

ANALYSIS OF CHANGES IN NET INTEREST INCOME

 

 

 

Three Months Ended

 

 

 

March 31, 2021 and 2020

 

 

 

Volume

 

 

Rate

 

 

Total

 

Change in interest earned on:

 

 

 

 

 

 

 

 

 

 

 

 

Loans

 

$

25,706

 

 

$

(26,562

)

 

$

(856

)

Securities:

 

 

 

 

 

 

 

 

 

 

 

 

Taxable

 

 

8,175

 

 

 

(8,225

)

 

 

(50

)

Tax-exempt

 

 

1,436

 

 

 

(876

)

 

 

560

 

Federal funds sold and resell agreements

 

 

1,430

 

 

 

(4,061

)

 

 

(2,631

)

Interest-bearing due from banks

 

 

2,106

 

 

 

(4,066

)

 

 

(1,960

)

Trading

 

 

(350

)

 

 

(145

)

 

 

(495

)

Interest income

 

 

38,503

 

 

 

(43,935

)

 

 

(5,432

)

Change in interest incurred on:

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing deposits

 

 

4,722

 

 

 

(27,656

)

 

 

(22,934

)

Federal funds purchased and repurchase agreements

 

 

1,233

 

 

 

(5,728

)

 

 

(4,495

)

Other borrowed funds

 

 

2,508

 

 

 

(685

)

 

 

1,823

 

Interest expense

 

 

8,463

 

 

 

(34,069

)

 

 

(25,606

)

Net interest income

 

$

30,040

 

 

$

(9,866

)

 

$

20,174

 

 

ANALYSIS OF NET INTEREST MARGIN

 

 

 

Three Months Ended March 31,

 

 

 

2021

 

 

2020

 

 

Change

 

Average earning assets

 

$

31,430,742

 

$

$

24,473,287

 

 

$

6,957,455

 

Interest-bearing liabilities

 

 

19,861,293

 

 

 

16,431,182

 

 

 

3,430,111

 

Interest-free funds

 

$

11,569,449

 

 

$

8,042,105

 

 

$

3,527,344

 

Free funds ratio (interest free funds to average earning assets)

 

 

36.81

%

 

 

32.86

%

 

 

3.95

%

Tax-equivalent yield on earning assets

 

 

2.74

 

 

 

3.58

 

 

 

(0.84

)

Cost of interest-bearing liabilities

 

 

0.24

 

 

 

0.92

 

 

 

(0.68

)

Net interest spread

 

 

2.50

 

 

 

2.66

 

 

 

(0.16

)

Benefit of interest-free funds

 

 

0.09

 

 

 

0.31

 

 

 

(0.22

)

Net interest margin

 

 

2.59

%

 

 

2.97

%

 

 

(0.38

)%

 

Provision and Allowance for Credit Losses

The ACL represents management’s judgment of the total expected losses included in the Company’s loan portfolio as of the balance sheet date.  The Company’s process for recording the ACL is based on the evaluation of the Company’s lifetime historical loss experience, management’s understanding of the credit quality inherent in the loan portfolio, and the impact of the current economic environment, coupled with reasonable and supportable economic forecasts.

 

A mathematical calculation of an estimate is made to assist in determining the adequacy and reasonableness of management’s recorded ACL.  To develop the estimate, the Company follows the guidelines in ASC Topic 326, Financial Instruments – Credit Losses.  The estimate reserves for assets held at amortized cost and any related credit deterioration in the Company’s available-for-sale debt security portfolio.  Assets held at amortized cost include the Company’s loan book and held-to-maturity security portfolio.  

 

60


 

 

The process involves the consideration of quantitative and qualitative factors relevant to the specific segmentation of loans.  These factors have been established over decades of financial institution experience and include economic observation and loan loss characteristics.  This process is designed to produce a lifetime estimate of the losses, at a reporting date, that includes evaluation of historical loss experience, current economic conditions, reasonable and supportable forecasts, and the qualitative framework outlined by the Office of the Comptroller of the Currency in the published 2020 Interagency Policy Statement.  This process allows management to take a holistic view of the recorded ACL reserve and ensure that all significant and pertinent information is considered.

 

The Company considers a variety of factors to ensure the safety and soundness of its estimate including a strong internal control framework, extensive methodology documentation, credit underwriting standards which encompass the Company’s desired risk profile, model validation, and ratio analysis.  If the Company’s total ACL estimate, as determined in accordance with the approved ACL methodology, is either outside a reasonable range based on review of economic indicators or by comparison of historical ratio analysis, the ACL estimate is an outlier and management will investigate the underlying reason(s).  Based on that investigation, issues or factors that previously had not been considered may be identified in the estimation process, which may warrant adjustments to estimated credit losses.

The ending result of this process is a recorded consolidated ACL that represents management’s best estimate of the total expected losses included in the loan portfolio, held-to-maturity securities, and credit deterioration in available-for-sale securities.

Based on the factors above, management of the Company recorded a reduction of $7.5 million as provision for credit losses for the three-month period ended March 31, 2021, compared to $88.0 million for the same period in 2020.  This decrease is the result of applying the methodology for computing the allowance for credit losses, coupled with the impacts of the current and forecasted economic environment.  As illustrated in Table 3 below, the ACL on loans decreased to 1.23% of total loans as of March 31, 2021, compared to 1.35% of total loans as of March 31, 2020.  

Table 3 presents a summary of the Company’s ACL for the three-month periods ended March 31, 2021 and 2020, and for the year ended December 31, 2020.  Net charge-offs were $5.3 million for the three-month period ended March 31, 2021, compared to $7.7 million for the same period in 2020.  See “Credit Risk Management” under “Item 3. Quantitative and Qualitative Disclosures About Market Risk” in this report for information relating to nonaccrual loans, past due loans, restructured loans and other credit risk matters.

61


 

Table 3

ANALYSIS OF ALLOWANCE FOR CREDIT LOSSES (unaudited, dollars in thousands)

 

 

 

Three Months Ended

 

 

Year Ended

 

 

 

March 31,

 

 

December 31,

 

 

 

2021

 

 

2020

 

 

2020

 

Allowance – January 1

 

$

218,583

 

 

$

101,788

 

 

$

101,788

 

Cumulative effect adjustment(1)

 

 

 

 

 

9,030

 

 

 

9,030

 

Adjusted allowance – January 1

 

 

218,583

 

 

 

110,818

 

 

 

110,818

 

Provision for credit losses

 

 

(7,500

)

 

 

88,000

 

 

 

127,890

 

Charge-offs:

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

 

(4,717

)

 

 

(1,315

)

 

 

(8,587

)

Specialty lending

 

 

 

 

 

 

 

 

 

Commercial real estate

 

 

 

 

 

(6,062

)

 

 

(11,939

)

Consumer real estate

 

 

(76

)

 

 

(13

)

 

 

(219

)

Consumer

 

 

(109

)

 

 

(248

)

 

 

(607

)

Credit cards

 

 

(1,692

)

 

 

(2,126

)

 

 

(7,326

)

Leases and other

 

 

(8

)

 

 

 

 

 

(11

)

Total charge-offs

 

 

(6,602

)

 

 

(9,764

)

 

 

(28,689

)

Recoveries:

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

 

126

 

 

 

1,476

 

 

 

6,473

 

Specialty lending

 

 

115

 

 

 

 

 

 

 

Commercial real estate

 

 

509

 

 

 

21

 

 

 

91

 

Consumer real estate

 

 

59

 

 

 

14

 

 

 

69

 

Consumer

 

 

23

 

 

 

97

 

 

 

307

 

Credit cards

 

 

442

 

 

 

484

 

 

 

1,618

 

Leases and other

 

 

18

 

 

 

 

 

 

6

 

Total recoveries

 

 

1,292

 

 

 

2,092

 

 

 

8,564

 

Net charge-offs

 

 

(5,310

)

 

 

(7,672

)

 

 

(20,125

)

Allowance for credit losses – end of period

 

$

205,773

 

 

$

191,146

 

 

$

218,583

 

Allowance for credit losses on loans

 

$

202,814

 

 

$

187,911

 

 

$

215,973

 

Allowance for credit losses on held to maturity securities

 

 

2,959

 

 

 

3,235

 

 

 

2,610

 

Loans at end of period, net of unearned interest

 

 

16,497,385

 

 

 

13,949,710

 

 

 

16,103,651

 

Held to maturity securities at end of period

 

 

1,042,670

 

 

 

1,114,160

 

 

 

1,014,614

 

Total assets at amortized cost

 

 

17,540,055

 

 

 

15,063,870

 

 

 

17,118,265

 

Average loans, net of unearned interest

 

 

16,230,886

 

 

 

13,609,726

 

 

 

15,109,392

 

Allowance for credit losses on loans to loans at end of period

 

 

1.23

%

 

 

1.35

%

 

 

1.34

%

Allowance for credit losses – end of period to total assets at amortized cost

 

 

1.17

%

 

 

1.27

%

 

 

1.28

%

Allowance as a multiple of net charge-offs

 

9.56x

 

 

6.19x

 

 

10.86x

 

Net charge-offs to average loans

 

 

0.13

%

 

 

0.23

%

 

 

0.13

%

(1)

Related to the adoption of ASU No. 2016-13. See Note 3, “New Accounting Pronouncements,” for further detail. 

 

Noninterest Income

A key objective of the Company is the growth of noninterest income to provide a diverse source of revenue not directly tied to interest rates.  Fee-based services are typically non-credit related and are not generally affected by fluctuations in interest rates.

The Company offers multiple fee-based products and services, which management believes will more closely align with customer demands.  The Company is currently emphasizing fee-based products and services including trust and securities processing, bankcard, securities trading and brokerage, and cash and treasury management.  

62


 

Management believes that it can offer these products and services both efficiently and profitably, as most have common platforms and support structures.

Table 4

SUMMARY OF NONINTEREST INCOME (unaudited, dollars in thousands)

 

 

 

Three Months Ended

 

 

Dollar

 

 

Percent

 

 

 

March 31,

 

 

Change

 

 

Change

 

 

 

2021

 

 

2020

 

 

21-20

 

 

21-20

 

Trust and securities processing

 

$

54,834

 

 

$

47,000

 

 

$

7,834

 

 

 

16.7

%

Trading and investment banking

 

 

9,356

 

 

 

1,723

 

 

 

7,633

 

 

 

443.0

 

Service charges on deposits

 

 

21,976

 

 

 

25,081

 

 

 

(3,105

)

 

 

(12.4

)

Insurance fees and commissions

 

 

420

 

 

 

259

 

 

 

161

 

 

 

62.2

 

Brokerage fees

 

 

3,334

 

 

 

9,860

 

 

 

(6,526

)

 

 

(66.2

)

Bankcard fees

 

 

14,673

 

 

 

16,545

 

 

 

(1,872

)

 

 

(11.3

)

Investment securities (losses) gains, net

 

 

(8,336

)

 

 

3,520

 

 

 

(11,856

)

 

 

(336.8

)

Other

 

 

12,640

 

 

 

(5,564

)

 

 

18,204

 

 

 

(327.2

)

Total noninterest income

 

$

108,897

 

 

$

98,424

 

 

$

10,473

 

 

 

10.6

%

 

Noninterest income increased by $10.5 million, or 10.6%, during the three-month period ended March 31, 2021, compared to the same period in 2020.  Table 4 above summarizes the components of noninterest income and the respective year-over-year comparison for each category.

Trust and securities processing income consists of fees earned on personal and corporate trust accounts, custody of securities services, trust investments and wealth management services, mutual fund assets, and alternative asset servicing.  The increase in these fees for the three-month period ended March 31, 2021, compared to the same period in 2020, was primarily due to an increase in fund services, trust services, and corporate trust revenues.  For the three-month period ended March 31, 2021, fund services revenue increased $5.0 million, or 23.0%, trust services increased $1.6 million, or 9.7%, and corporate trust revenue increased $1.2 million, or 13.8%.  The recent volatile markets have impacted the income in this category.  Since trust and securities processing fees are primarily asset-based, which are highly correlated to the change in market value of the assets, the related income for the remainder of the year will be affected by changes in the securities markets.  Management continues to emphasize sales of services to both new and existing clients as well as increasing and improving the distribution channels.

Trading and investment banking fees for the three-month period ended March 31, 2021 increased $7.6 million, or 443.0%, compared to the same period in 2020.  This increase was primarily driven by increased trading volume.  The income in this category is market driven and impacted by general increases or decreases in trading volume.

Service charges on deposit accounts for the three-month period ended March 31, 2021 decreased by $3.1 million, or 12.4%, compared to the same period last year, driven by lower healthcare income related to customer and conversion fees.

Brokerage fees for the three-month period ended March 31, 2021 decreased $6.5 million, or 66.2%, compared to the same period in 2020.  This decrease was driven by lower 12b-1 fees.  The recent reduction in short-term interest rates will impact the income in this category the remainder of the year.

Investment securities (losses) gains, net for the three-month period ended March 31, 2021 decreased by $11.9 million, or 336.8%, compared to the same period in 2020. This decrease was driven by the $16.1 million mark-to-market loss on the company’s investment in TTCF, during the first quarter of 2021, partially offset by increased gains on sales of available for sale securities and equity earnings on alternative investments.  The income in this category is highly correlated to the change in market value of the assets, and the related income for the remainder of the year will be affected by changes in the securities markets.  The Company’s investment portfolio is continually evaluated for opportunities to improve its performance and risk profile relative to market conditions and the

63


 

Company’s interest rate expectations.  This can result in differences from quarter to quarter in the amount of realized gains or losses on this portfolio.

Other noninterest income for the three-month period ended March 31, 2021, increased $18.2 million, or 327.2%, driven by an increase of $15.0 million in company-owned life insurance and a gain of $4.3 million on the sale of PCM. The increase in company-owned life insurance is offset by a proportionate increase in deferred compensation expense.

Table 5

SUMMARY OF NONINTEREST EXPENSE (unaudited, dollars in thousands)

 

 

 

Three Months Ended

 

 

Dollar

 

 

Percent

 

 

 

March 31,

 

 

Change

 

 

Change

 

 

 

2021

 

 

2020

 

 

21-20

 

 

21-20

 

Salaries and employee benefits

 

$

127,681

 

 

$

111,060

 

 

$

16,621

 

 

 

15.0

%

Occupancy, net

 

 

11,935

 

 

 

12,180

 

 

 

(245

)

 

 

(2.0

)

Equipment

 

 

19,615

 

 

 

21,241

 

 

 

(1,626

)

 

 

(7.7

)

Supplies and services

 

 

3,492

 

 

 

4,185

 

 

 

(693

)

 

 

(16.6

)

Marketing and business development

 

 

2,345

 

 

 

4,640

 

 

 

(2,295

)

 

 

(49.5

)

Processing fees

 

 

15,417

 

 

 

13,390

 

 

 

2,027

 

 

 

15.1

 

Legal and consulting

 

 

5,755

 

 

 

6,110

 

 

 

(355

)

 

 

(5.8

)

Bankcard

 

 

4,956

 

 

 

4,860

 

 

 

96

 

 

 

2.0

 

Amortization of other intangible assets

 

 

1,380

 

 

 

1,734

 

 

 

(354

)

 

 

(20.4

)

Regulatory fees

 

 

2,546

 

 

 

2,366

 

 

 

180

 

 

 

7.6

 

Other

 

 

5,824

 

 

 

6,853

 

 

 

(1,029

)

 

 

(15.0

)

Total noninterest expense

 

$

200,946

 

 

$

188,619

 

 

$

12,327

 

 

 

6.5

%

 

Noninterest expense increased by $12.3 million, or 6.5%, for the three-month period ended March 31, 2021, compared to the same period in 2020.  Table 5 above summarizes the components of noninterest expense and the respective year-over-year comparison for each category.

Salaries and employee benefits increased by $16.6 million, or 15.0%, for the three-month period ended March 31, 2021, compared to the same period in 2020.  Employee benefits expense increased $14.9 million, or 125.1%, for the three-month period ended March 31, 2021, compared to the same period in 2020, driven by changes in deferred compensation expense.  Bonus and commission expense increased $2.1 million, or 8.2%, for the three-month period ended March 31, 2021, compared to the same period in 2020.  These increases were partially offset by a decrease in salaries and wages of $353 thousand, or 0.5%, for the three-month period ended March 31, 2021, compared to the same period in 2020.  

Equipment expense decreased $1.6 million, or 7.7%, for the three-month period ended March 31, 2021, compared to the same period in 2020, primarily due to lower software and equipment maintenance expense.

Marketing and business development expense decreased $2.3 million, or 49.5%, for the three-month period ended March 31, 2021, compared to the same period in 2020, primarily due to lower travel and entertainment expense due to the COVID-19 pandemic.

Processing fees increased $2.0 million, or 15.1%, for the three-month period ended March 31, 2021, compared to the same period in 2020, primarily due to the increased software subscription costs and higher institutional foreign currency processing costs.  

Other expense decreased $1.0 million, or 15.0%, for the three-month period ended March 31, 2021, compared to the same period in 2020, primarily due changes in derivative valuations and operational losses.

64


 

Income Tax Expense

 

The Company recognized income tax expense of $16.9 million, or 15.4%, on a pre-tax income of $109.6 million for the three months ended March 31, 2021 compared to an income tax benefit of $0.8 million, or 19.2%, on a pre-tax loss of $4.3 million for the same period in 2020.  The amount of tax expense recorded for the

three months ended March 31, 2021 reflects management’s estimate of the annual effective tax rate applied to the year-to-date income adjusted for the tax impact of items discrete to the quarter.

Strategic Lines of Business

 

The Company has strategically aligned its operations into the following three reportable Business Segments: Commercial Banking, Institutional Banking, and Personal Banking.  The Company’s senior executive officers regularly evaluate Business Segment financial results produced by the Company’s internal reporting system in deciding how to allocate resources and assess performance for individual Business Segments.  For comparability purposes, amounts in all periods are based on methodologies in effect at March 31, 2021.  Previously reported results have been reclassified in this Form 10-Q to conform to the Company’s current organizational structure.

Table 6

Commercial Banking Operating Results (unaudited, dollars in thousands)

 

 

 

 

Three Months Ended

 

 

Dollar

 

 

Percent

 

 

 

March 31,

 

 

Change

 

 

Change

 

 

 

2021

 

 

2020

 

 

21-20

 

 

21-20

 

Net interest income

 

$

133,032

 

 

$

106,948

 

 

$

26,084

 

 

 

24.4

%

Provision for credit losses

 

 

(8,182

)

 

 

82,220

 

 

 

(90,402

)

 

 

(110.0

)

Noninterest income

 

 

7,385

 

 

 

11,240

 

 

 

(3,855

)

 

 

(34.3

)

Noninterest expense

 

 

65,645

 

 

 

59,043

 

 

 

6,602

 

 

 

11.2

 

Income (loss) before taxes

 

 

82,954

 

 

 

(23,075

)

 

 

106,029

 

 

 

459.5

 

Income tax expense (benefit)

 

 

12,813

 

 

 

(4,421

)

 

 

17,234

 

 

 

389.8

 

Net income (loss)

 

$

70,141

 

 

$

(18,654

)

 

$

88,795

 

 

 

476.0

%

 

For the three-month period ended March 31, 2021, Commercial Banking net income increased by $88.8 million to $70.1 million, as compared to the same period in 2020.  Net interest income increased $26.1 million, or 24.4%, for the three-month period ended March 31, 2021, compared to the same period in 2020, primarily driven by strong loan growth due to the Company’s participation in the PPP, and earning asset mix changes.  Commercial Banking had loans with an average balance of $1.3 billion and loan interest income of $13.4 million related to PPP during the first quarter of 2021.  Provision for credit losses decreased by $90.4 million for the period. Provision expense in 2020 included increased expense related to the impact on various economic variables of the COVID-19 pandemic.  The decline in provision expense in 2021 represents a release of ACL based on positive macro-economic data and credit metrics.  Noninterest income decreased $3.9 million, or 34.3%, over the same period in 2020 primarily due to a decrease of $13.9 million in investment securities gains, offset by an increase of $9.0 million in other noninterest income due to increased company-owned life insurance income and an increase of $0.6 million in deposit service charges. Noninterest expense increased $6.6 million, or 11.2%, to $65.6 million for the three-month period ended March 31, 2021, compared to the same period in 2020.  This increase was driven by a $9.3 million increase in technology, service, and overhead expenses, offset by a decrease of $1.0 million in marketing and business development expense due to decreased travel and entertainment expense as a result of the COVID-19 pandemic, and decreases of $0.6 million in other expense, $0.5 million in bankcard expense and $0.3 million in legal and consulting expense.

65


 

Table 7

Institutional Banking Operating Results (unaudited, dollars in thousands)

 

 

 

Three Months Ended

 

 

Dollar

 

 

Percent

 

 

 

March 31,

 

 

Change

 

 

Change

 

 

 

2021

 

 

2020

 

 

21-20

 

 

21-20

 

Net interest income

 

$

22,138

 

 

$

33,036

 

 

$

(10,898

)

 

 

(33.0

)%

Provision for credit losses

 

 

220

 

 

 

275

 

 

 

(55

)

 

 

(20.0

)

Noninterest income

 

 

68,421

 

 

 

61,952

 

 

 

6,469

 

 

 

10.4

 

Noninterest expense

 

 

71,282

 

 

 

68,453

 

 

 

2,829

 

 

 

4.1

 

Income before taxes

 

 

19,057

 

 

 

26,260

 

 

 

(7,203

)

 

 

(27.4

)

Income tax expense

 

 

2,943

 

 

 

5,032

 

 

 

(2,089

)

 

 

(41.5

)

Net income

 

$

16,114

 

 

$

21,228

 

 

$

(5,114

)

 

 

(24.1

)%

 

For the three-month period ended March 31, 2021, Institutional Banking net income decreased $5.1 million, or 24.1%, compared to the same period last year.  Net interest income decreased $10.9 million, or 33.0%, compared to the same period last year, driven by a decrease in funds transfer pricing due to the decline in interest rates.  Noninterest income increased $6.5 million, or 10.4%, primarily due to increases of $5.0 million in fund services income and $1.2 million in corporate trust income, both recorded in trust and securities processing revenue, $4.1 million in bond trading income, and $3.7 million in company-owned life insurance income.  These increases were partially offset by decreases of $5.1 million in brokerage fees due to lower 12b-1 income, and $3.0 million in service charges on deposit accounts due to healthcare customer transfer and conversion fees. Noninterest expense increased $2.8 million, or 4.1%, primarily driven by an increase of $6.2 million in technology, service, and overhead expenses, partially offset by a decrease of $2.6 million in salary and employee benefits expense, and a decrease of $0.7 million in marketing and business development expense due to decreased travel and entertainment expense as a result of the COVID-19 pandemic.

 

Table 8

Personal Banking Operating Results (unaudited, dollars in thousands)

 

 

 

Three Months Ended

 

 

Dollar

 

 

Percent

 

 

 

March 31,

 

 

Change

 

 

Change

 

 

 

2021

 

 

2020

 

 

21-20

 

 

21-20

 

Net interest income

 

$

38,945

 

 

$

33,957

 

 

$

4,988

 

 

 

14.7

%

Provision for credit losses

 

 

462

 

 

 

5,505

 

 

 

(5,043

)

 

 

(91.6

)

Noninterest income

 

 

33,091

 

 

 

25,232

 

 

 

7,859

 

 

 

31.1

 

Noninterest expense

 

 

64,019

 

 

 

61,123

 

 

 

2,896

 

 

 

4.7

 

Income (loss) before taxes

 

 

7,555

 

 

 

(7,439

)

 

 

14,994

 

 

 

201.6

 

Income tax expense (benefit)

 

 

1,167

 

 

 

(1,426

)

 

 

2,593

 

 

 

181.8

 

Net income (loss)

 

$

6,388

 

 

$

(6,013

)

 

$

12,401

 

 

 

206.2

%

 

For the three-month period ended March 31, 2021, Personal Banking net income increased by $12.4 million to $6.4 million, as compared to the same period in 2020.  Net interest income increased $5.0 million, or 14.7%, compared to the same period last year due to increased loan balances.  Provision for credit losses decreased $5.0 million due to the current economic environment and reasonable and supportable economic forecasts.  The impacts of the COVID-19 pandemic are key elements of these forecasts.  Noninterest income increased $7.9 million, or 31.1%, for the same period.  This increase is primarily driven by an increase of $4.3 million in other noninterest income due to higher company-owned life insurance income, $1.6 million trust and securities processing, and $1.3 million on gains on sale of mortgage originations. Noninterest expense increased $2.9 million, or 4.7%, primarily due to an increase of $2.8 million in technology, service, and overhead expenses and an increase of $0.7 million in salaries and employee benefits.

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Balance Sheet Analysis

Total assets of the Company increased by $1.5 billion, or 4.7%, as of March 31, 2021, compared to December 31, 2020, primarily due to an increase of $750.7 million, or 24.1% in interest-bearing due from banks, an increase of $453.7 million, or 4.9%, in AFS securities, and $393.7 million, or 2.4%, in loan balances.  

Total assets of the Company increased $8.4 billion, or 32.1%, as of March 31, 2021, compared to March 31, 2020, primarily due to an increase in interest-bearing due from banks of $2.8 billion, or 248.1%, an increase in loan balances of $2.5 billion, or 18.3%, an increase in AFS securities of $2.1 billion, or 27.7%, and an increase in securities purchased under agreements to resell of $845.1 million, or 107.7%.  Total assets, including interest-bearing due from banks and securities purchased under agreements to resell, are being impacted by excess liquidity in the market due to PPP.

Table 9

SELECTED FINANCIAL INFORMATION (unaudited, dollars in thousands)

 

 

 

March 31,

 

 

December 31,

 

 

 

2021

 

 

2020

 

 

2020

 

Total assets

 

$

34,669,389

 

 

$

26,244,886

 

 

$

33,127,504

 

Loans, net of unearned interest

 

 

16,507,660

 

 

 

13,959,295

 

 

 

16,110,359

 

Total securities

 

 

11,123,370

 

 

 

8,949,982

 

 

 

10,645,375

 

Interest-bearing due from banks

 

 

3,860,763

 

 

 

1,109,254

 

 

 

3,110,042

 

Total earning assets

 

 

32,915,833

 

 

 

24,612,135

 

 

 

31,297,528

 

Total deposits

 

 

28,280,792

 

 

 

21,175,520

 

 

 

27,051,251

 

Total borrowed funds

 

 

3,029,892

 

 

 

1,976,585

 

 

 

2,585,092

 

 

Loans represent the Company’s largest source of interest income.  In addition to growing the commercial loan portfolio, management believes its middle market commercial business and its consumer business, including home equity and credit card loan products, are the market niches that represent its best opportunity to cross-sell fee-related services and generate additional noninterest income for the Company.

Actual loan balances totaled $16.5 billion as of March 31, 2021, and increased $393.7 million, or 2.4%, compared to December 31, 2020, and increased $2.5 billion, or 18.3%, compared to March 31, 2020.  Compared to December 31, 2020, commercial real estate loans increased $241.4 million, or 4.1%, commercial and industrial loans increased $107.3 million, or 1.5%, and consumer real estate loans increased $54.2 million, or 2.8%.  Compared to March 31, 2020, commercial and industrial loans increased $1.2 billion, or 20.4%, commercial real estate loans increased $866.6 million, or 16.4%, and consumer real estate loans increased $555.2 million, or 38.4%.  The increase in commercial and industrial loans as compared to both December 31, 2020 and March 31, 2020 is primarily related to the Company’s participation in the PPP, with PPP loans totaling $1.4 billion as of March 31, 2021.  

Nonaccrual, past due and restructured loans are discussed under “Credit Risk Management” within “Item 3. Quantitative and Qualitative Disclosures About Market Risk” in this report.

Investment Securities

The Company’s investment portfolio contains trading, AFS, and HTM securities, as well as FRB stock, FHLB stock, and other miscellaneous investments.  Investment securities totaled $11.1 billion as of March 31, 2021, and $10.6 billion as of December 31, 2020, and comprised 33.8% and 34.0% of the Company’s earning assets, respectively, as of those dates.

The Company’s AFS securities portfolio comprised 87.7% of the Company’s investment securities portfolio at March 31, 2021 and 87.4% at December 31, 2020.  The Company’s AFS securities portfolio provides liquidity as a result of the composition and average life of the underlying securities.  This liquidity can be used to fund loan growth or to offset the outflow of traditional funding sources.  The average life of the AFS securities portfolio was

67


 

83.9 months at March 31, 2021, compared to 70.1 months at December 31, 2020, and 60.6 months at March 31, 2020.  In addition to providing a potential source of liquidity, the AFS securities portfolio can be used as a tool to manage interest rate sensitivity.  The Company’s goal in the management of its AFS securities portfolio is to maximize return within the Company’s parameters of liquidity goals, interest rate risk, and credit risk.

Management expects collateral pledging requirements for public funds, loan demand, and deposit funding to be the primary factors impacting changes in the level of AFS securities.  There were $7.3 billion of AFS securities pledged to secure U.S. Government deposits, other public deposits, certain trust deposits, derivative transactions, and repurchase agreements at March 31, 2021.  Of this amount, securities with a market value of $214.9 million at March 31, 2021 were pledged at the Federal Reserve Discount Window but were unencumbered as of that date.

The Company’s HTM securities portfolio consists of private placement bonds, which are issued primarily to refinance existing revenue bonds in the healthcare and education sectors.  The HTM portfolio, net of the ACL totaled $1.0 billion at both March 31, 2021 and December 31, 2020.  The average life of the HTM portfolio was 6.1 years at both March 31, 2021 and December 31, 2020, and 6.2 years at March 31, 2020.

The securities portfolio generates the Company’s second largest component of interest income. The securities portfolio achieved an average yield on a tax-equivalent basis of 2.23% for the three-month period ended March 31, 2021, compared to 2.67% for the same period in 2020.

Deposits and Borrowed Funds

Deposits increased $1.2 billion, or 4.5%, from December 31, 2020 to March 31, 2021 and increased $7.1 billion, or 33.6%, from March 31, 2020 to March 31, 2021.  Noninterest-bearing deposits increased $1.7 billion, and total interest-bearing deposits decreased $494.9 million from December 31, 2020 to March 31, 2021. Total interest-bearing deposits increased $4.3 billion, and noninterest-bearing deposits increased $2.8 billion from March 31, 2020 to March 31, 2021.  The increase in deposits as compared to prior periods is related to the excess liquidity in the market created by the PPP and customer behavior changes related to the COVID-19 pandemic.

Deposits represent the Company’s primary funding source for its asset base.  In addition to the core deposits garnered by the Company’s retail branch structure, the Company continues to focus on its cash management services, as well as its trust and mutual fund servicing businesses, in order to attract and retain additional deposits.  Management believes a strong core deposit composition is one of the Company’s key strengths given its competitive product mix.

Long-term debt totaled $270.1 million at March 31, 2021, compared to $269.6 million as of December 31, 2020, and $70.7 million as of March 31, 2020.  In September 2020, the Company issued $200.0 million in aggregate subordinated notes due in September 2030.  The Company received $197.7 million, after deducting underwriting discounts and commissions and offering expenses, and used the proceeds from the offering for general corporate purposes, including, among other uses, contributing Tier 1 capital into the Bank. The subordinated notes were issued with a fixed-to-fixed rate of 3.70% and an effective rate of 3.93%, due to issuance costs, with an interest rate reset date of September 2025.  The remainder of the Company’s long-term debt was assumed from the acquisition of Marquette Financial Companies (Marquette) and consists of debt obligations payable to four unconsolidated trusts (Marquette Capital Trust I, Marquette Capital Trust II, Marquette Capital Trust III, and Marquette Capital Trust IV) that previously issued trust preferred securities.  These long-term debt obligations have an aggregate contractual balance of $103.1 million.  Interest rates on trust preferred securities are tied to the three-month LIBOR rate with spreads ranging from 133 basis points to 160 basis points, and reset quarterly. The trust preferred securities have maturity dates ranging from January 2036 to September 2036.

The Company has a revolving line of credit with Wells Fargo Bank, N.A. which allows the Company to borrow up to $30.0 million for general working capital purposes.  The interest rate applied to borrowed balances will be at the Company’s option either 1.25% above LIBOR or 1.75% below the prime rate on the date of an advance.  The Company pays a 0.4% unused commitment fee for unused portions of the revolving line of credit.  As of March 31, 2021, the Company had no advances outstanding on this revolving line of credit.  This borrowing is included in the Short-term debt line on the Company’s Consolidated Balance Sheets.

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Federal funds purchased and securities sold under agreements to repurchase totaled $2.8 billion as of March 31, 2021, $2.3 billion at December 31, 2020, and $1.9 billion at March 31, 2020. Repurchase agreements are transactions involving the exchange of investment funds by the customer for securities by the Company under an agreement to repurchase the same or similar issues at an agreed-upon price and date.  The level of borrowings could be impacted by earning asset mix changes in the Company’s balance sheet from the impacts of the COVID-19 pandemic.

Capital and Liquidity

The Company places a significant emphasis on the maintenance of a strong capital position, which promotes investor confidence, provides access to funding sources under favorable terms, and enhances the Company’s ability to capitalize on business growth and acquisition opportunities.  Higher levels of liquidity, however, bear corresponding costs, measured in terms of lower yields on short-term, more liquid earning assets and higher expenses for extended liability maturities.  The Company manages capital for each subsidiary based upon the subsidiary’s respective risks and growth opportunities as well as regulatory requirements.

Total shareholders’ equity was $3.0 billion at March 31, 2021, a $58.7 million decrease compared to December 31, 2020, and a $294.8 million increase compared to March 31, 2020.  

The Company’s Board of Directors authorized, at its April 27, 2021, April 28, 2020, and April 23, 2019 meetings, the repurchase of up to two million shares of the Company’s common stock during the twelve months following each meeting (each a Repurchase Authorization).  During the three-month periods ended March 31, 2021 and 2020, the Company acquired 52,658 shares and 1,020,365 shares, respectively, of its common stock pursuant to the applicable Repurchase Authorization.  In March 2020, the Company entered into an agreement with Bank of America Merrill Lynch (BAML) to repurchase an aggregate of $30.0 million of the Company’s common stock through an accelerated share repurchase agreement (the ASR).  The Company repurchased a total of 653,498 shares under the ASR, which was completed during the second quarter of 2020. The ASR was entered into pursuant to the April 23, 2019 Repurchase Authorization and the Company has not made any repurchase of its securities other than pursuant to the Repurchase Authorizations.  

At the Company’s quarterly board meeting, the Board of Directors declared a $0.32 per share quarterly cash dividend payable on July 1, 2021, to shareholders of record at the close of business on June 10, 2021.

Through the Company’s relationship with the FHLB of Des Moines, the Company owns $10.0 million of FHLB stock and has access to additional liquidity and funding sources through FHLB advances.  The Company’s borrowing capacity is dependent upon the amount of collateral the Company places at the FHLB.  The Company’s borrowing capacity with the FHLB was $1.5 billion as of March 31, 2021.  The Company had no outstanding FHLB advances at FHLB of Des Moines as of March 31, 2021.

Risk-based capital guidelines established by regulatory agencies set minimum capital standards based on the level of risk associated with a financial institution’s assets.  The Company has implemented the Basel III regulatory capital rules adopted by the FRB.  Basel III capital rules include a minimum ratio of common equity tier 1 capital to risk-weighted assets of 4.5% and a minimum tier 1 risk-based capital ratio of 6%.  A financial institution’s total capital is also required to equal at least 8% of risk-weighted assets.  

The risk-based capital guidelines indicate the specific risk weightings by type of asset.  Certain off-balance sheet items (such as standby letters of credit and binding loan commitments) are multiplied by credit conversion factors to translate them into balance sheet equivalents before assigning them specific risk weightings.  The Company is also required to maintain a leverage ratio equal to or greater than 4%.  The leverage ratio is calculated as the ratio of tier 1 core capital to total average assets, less goodwill and intangibles.  

 

U.S. banking agencies in December 2018 approved a final rule to address the impact of CECL on regulatory capital by allowing banking organizations the option to phase in the day-one impact of CECL until the first quarter of 2023. In March 2020, the U.S. banking agencies issued an interim final rule that provides banking organizations with an alternative option to delay for two years an estimate of CECL’s effect on regulatory capital, relative to the

69


 

incurred loss methodology’s effect on regulatory capital, followed by a three-year transition period. The Company is electing this alternative option instead of the one described in the December 2018 rule.

The Company's capital position as of March 31, 2021 is summarized in the table below and exceeded regulatory requirements.

Table 10

 

 

 

Three Months Ended

 

 

 

March 31,

 

RATIOS

 

2021

 

 

2020

 

Common equity tier 1 capital ratio

 

 

12.25

%

 

 

11.90

%

Tier 1 risk-based capital ratio

 

 

12.25

 

 

 

11.90

 

Total risk-based capital ratio

 

 

14.28

 

 

 

13.12

 

Leverage ratio

 

 

8.08

 

 

 

8.81

 

Return on average assets

 

 

1.14

 

 

 

(0.05

)

Return on average equity

 

 

12.56

 

 

 

(0.51

)

Average equity to assets

 

 

9.05

 

 

 

10.45

 

 

 

The Company's per share data is summarized in the table below.

 

 

 

Three Months Ended

 

 

 

March 31,

 

Per Share Data

 

2021

 

 

2020

 

Earnings (losses) - basic

 

$

1.93

 

 

$

(0.07

)

Earnings (losses) - diluted

 

 

1.91

 

 

 

(0.07

)

Cash dividends

 

 

0.32

 

 

 

0.31

 

Dividend payout ratio

 

 

16.6

%

 

 

(442.9

)%

Book value

 

$

61.24

 

 

$

55.33

 

 

Off-balance Sheet Arrangements

The Company’s main off-balance sheet arrangements are loan commitments, commercial and standby letters of credit, futures contracts and forward exchange contracts, which have maturity dates rather than payment due dates.  See Note 10, “Commitments, Contingencies and Guarantees” in the Notes to Consolidated Financial Statements for detailed information on these arrangements.  The level of the outstanding commitments will be impacted by financial impacts related to the COVID-19 pandemic.

Critical Accounting Policies and Estimates

The preparation of these Consolidated Financial Statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period.  On an ongoing basis, management evaluates its estimates and judgments, including those related to customers and suppliers, allowance for credit losses, bad debts, investments, financing operations, long-lived assets, taxes, other contingencies, and litigation.  Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which have formed the basis for making such judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.  Under different assumptions or conditions, actual results may differ from the recorded estimates.

A summary of critical accounting policies is listed in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of the Form 10-K.  

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Risk Management

Market risk is a broad term for the risk of economic loss due to adverse changes in the fair value of a financial instrument.  These changes may be the result of various factors, including interest rates, foreign exchange prices, commodity prices, or equity prices.  Financial instruments that are subject to market risk can be classified either as held for trading or held for purposes other than trading.

The Company is subject to market risk primarily through the effect of changes in interest rates of its assets held for purposes other than trading.  The following discussion of interest rate risk, however, combines instruments held for trading and instruments held for purposes other than trading because the instruments held for trading represent such a small portion of the Company’s portfolio that the interest rate risk associated with them is immaterial.

Interest Rate Risk

In the banking industry, a major risk exposure is changing interest rates.  To minimize the effect of interest rate changes to net interest income and exposure levels to economic losses, the Company manages its exposure to changes in interest rates through asset and liability management within guidelines established by its Asset Liability Committee (ALCO) and approved by the Board.  The ALCO is responsible for approving and ensuring compliance with asset/liability management policies, including interest rate exposure.  The Company’s primary method for measuring and analyzing consolidated interest rate risk is the Net Interest Income Simulation Analysis.  The Company also uses a Net Portfolio Value model to measure market value risk under various rate change scenarios and a gap analysis to measure maturity and repricing relationships between interest-earning assets and interest-bearing liabilities at specific points in time.  On a limited basis, the Company uses hedges such as swaps, rate floors, and futures contracts to manage interest rate risk on certain loans, trading securities, and trust preferred securities.  See further information in Note 11 “Derivatives and Hedging Activities” in the Notes to the Consolidated Financial Statements.

Overall, the Company manages interest rate risk by positioning the balance sheet to maximize net interest income while maintaining an acceptable level of interest rate and credit risk, remaining mindful of the relationship among profitability, liquidity, interest rate risk, and credit risk.

Net Interest Income Modeling

The Company’s primary interest rate risk tool, the Net Interest Income Simulation Analysis, measures interest rate risk and the effect of interest rate changes on net interest income and net interest margin.  This analysis incorporates all of the Company’s assets and liabilities together with assumptions that reflect the current interest rate environment.  Through these simulations, management estimates the impact on net interest income of a 300 basis-point upward or a 100 basis point downward gradual change (e.g. ramp) and immediate change (e.g. shock) of market interest rates over a two year period.  In ramp scenarios, rates change gradually for a one-year period and remain constant in year two.  In shock scenarios, rates change immediately and the change is sustained for the remainder of the two-year scenario horizon.  Assumptions are made to project rates for new loans and deposits based on historical analysis, management outlook and repricing strategies.  Asset prepayments and other market risks are developed from industry estimates of prepayment speeds and other market changes.  The results of these simulations can be significantly influenced by assumptions utilized and management evaluates the sensitivity of the simulation results on a regular basis.

Table 11 shows the net interest income increase or decrease over the next two years as of March 31, 2021 and 2020 based on hypothetical changes in interest rates and a constant sized balance sheet with runoff being replaced.

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Table 11

MARKET RISK (unaudited)

 

 

 

Hypothetical change in interest rate – Rate Ramp

 

 

 

Year One

 

 

Year Two

 

 

 

March 31, 2021

 

 

March 31, 2020

 

 

March 31, 2021

 

 

March 31, 2020

 

Change in basis points

 

Percentage

change

 

 

Percentage

change

 

 

Percentage

change

 

 

Percentage

change

 

300

 

 

3.0

%

 

 

3.3

%

 

 

16.1

%

 

 

15.2

%

200

 

 

1.8

 

 

 

2.1

 

 

 

10.9

 

 

 

10.6

 

100

 

 

0.6

 

 

 

1.3

 

 

 

5.4

 

 

 

5.8

 

Static

 

 

 

 

 

 

 

 

 

 

 

 

(100)

 

 

(2.3

)

 

 

(3.5

)

 

 

(7.9

)

 

 

(8.5

)

 

 

 

Hypothetical change in interest rate – Rate Shock

 

 

 

Year One

 

 

Year Two

 

 

 

March 31, 2021

 

 

March 31, 2020

 

 

March 31, 2021

 

 

March 31, 2020

 

Change in basis points

 

Percentage

change

 

 

Percentage

change

 

 

Percentage

change

 

 

Percentage

change

 

300

 

 

6.1

%

 

 

8.1

%

 

 

17.1

%

 

 

18.0

%

200

 

 

3.8

 

 

 

5.5

 

 

 

11.7

 

 

 

12.7

 

100

 

 

1.5

 

 

 

2.7

 

 

 

5.9

 

 

 

6.7

 

Static

 

 

 

 

 

 

 

 

 

 

 

 

(100)

 

 

(4.9

)

 

 

(6.4

)

 

 

(9.7

)

 

 

(8.9

)

 

The Company is positioned slightly asset sensitive to changes in interest rates in the next year.  Net interest income is predicted to increase in all upward rate ramp and shock scenarios.  In down rate scenarios, income is predicted to decrease in all scenarios. The increase in net interest income in rising rate scenarios is due to the projections of yields on earning assets increasing more than the cost of paying liabilities.  In year two, net interest income is predicted to rise in all increasing rate scenarios and decrease in falling rate scenarios. The Company’s ability to price deposits in a rising rate environment consistent with our history is a key assumption in these scenarios.

Trading Account

The Company carries securities in a trading account that is maintained according to Board-approved policy and procedures.  The policy limits the amount and type of securities that can be carried in the trading account, requires compliance with any limits under applicable law and regulations, and mandates the use of a value-at-risk methodology to manage price volatility risks within financial parameters.  The risk associated with the carrying of trading securities is offset by utilizing financial instruments including exchange-traded financial futures as well as short sales of U.S. Treasury and Corporate securities.  The trading securities and related hedging instruments are marked-to-market daily.  The trading account had a balance of $29.1 million as of March 31, 2021, $35.0 million as of December 31, 2020, and $61.2 million as of March 31, 2020.  Securities sold not yet purchased (i.e. short positions) totaled $2.0 million at March 31, 2021, $2.2 million as of December 31, 2020, and $17.6 million at March 31, 2020 and are classified within the Other liabilities line of the Company’s Consolidated Balance Sheets.

72


 

The Company is subject to market risk primarily through the effect of changes in interest rates of its assets held for purposes other than trading.  The discussion in Table 11 above of interest rate risk, however, combines instruments held for trading and instruments held for purposes other than trading, because the instruments held for trading represent such a small portion of the Company’s portfolio that the interest rate risk associated with them is immaterial.

Other Market Risk

The Company has minimal foreign currency risk as a result of foreign exchange contracts.  See Note 10 “Commitments, Contingencies and Guarantees” in the notes to the Consolidated Financial Statements.

Credit Risk Management

Credit risk represents the risk that a customer or counterparty may not perform in accordance with contractual terms.  The Company utilizes a centralized credit administration function, which provides information on the Bank’s risk levels, delinquencies, an internal ranking system and overall credit exposure.  Loan requests are centrally reviewed to ensure the consistent application of the loan policy and standards.  In addition, the Company has an internal loan review staff that operates independently of the Bank.  This review team performs periodic examinations of the Bank’s loans for credit quality, documentation and loan administration.  The respective regulatory authorities governing the Bank also review loan portfolios.

A primary indicator of credit quality and risk management is the level of nonperforming loans.  Nonperforming loans include both nonaccrual loans and restructured loans on nonaccrual.  The Company’s nonperforming loans decreased $20.3 million to $76.7 million at March 31, 2021, compared to March 31, 2020, and decreased $11.1 million, compared to December 31, 2020.  

The Company had $4.7 million, $2.9 million, and $4.7 million of other real estate owned as of March 31, 2021 and 2020, and December 31, 2020, respectively. Loans past due more than 90 days and still accruing interest totaled $1.8 million as of March 31, 2021, compared to $2.2 million at March 31, 2020 and $2.0 million as of December 31, 2020.

A loan is generally placed on nonaccrual status when payments are past due 90 days or more and/or when management has considerable doubt about the borrower’s ability to repay on the terms originally contracted.  The accrual of interest is discontinued and recorded thereafter only when received in cash.

Certain loans are restructured to provide a reduction or deferral of interest or principal due to deterioration in the financial condition of the respective borrowers. The Company had $7.9 million of restructured loans at March 31, 2021, $14.3 million at March 31, 2020, and $10.8 million at December 31, 2020.  Those loans modified as part of the Company’s response to the COVID-19 pandemic are not considered to be restructured loans and are discussed further below in Table 13.

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Table 12

LOAN QUALITY (unaudited, dollars in thousands)

 

 

 

March 31,

 

 

December 31,

 

 

 

2021

 

 

2020

 

 

2020

 

Nonaccrual loans

 

$

69,098

 

 

$

83,097

 

 

$

77,764

 

Restructured loans on nonaccrual

 

 

7,608

 

 

 

13,932

 

 

 

10,059

 

Total nonperforming loans

 

 

76,706

 

 

 

97,029

 

 

 

87,823

 

Other real estate owned

 

 

4,740

 

 

 

2,883

 

 

 

4,740

 

Total nonperforming assets

 

$

81,446

 

 

$

99,912

 

 

$

92,563

 

Loans past due 90 days or more

 

$

1,773

 

 

$

2,211

 

 

$

1,952

 

Restructured loans accruing

 

 

280

 

 

 

388

 

 

 

706

 

Allowance for credit losses on loans

 

 

202,814

 

 

 

187,911

 

 

 

215,973

 

Ratios:

 

 

 

 

 

 

 

 

 

 

 

 

Nonperforming loans as a percent of loans

 

 

0.46

%

 

 

0.70

%

 

 

0.55

%

Nonperforming assets as a percent of loans plus other real estate owned

 

 

0.49

 

 

 

0.72

 

 

 

0.57

 

Nonperforming assets as a percent of total assets

 

 

0.23

 

 

 

0.38

 

 

 

0.28

 

Loans past due 90 days or more as a percent of loans

 

 

0.01

 

 

 

0.02

 

 

 

0.01

 

Allowance for credit losses on loans as a percent of loans

 

 

1.23

 

 

 

1.35

 

 

 

1.34

 

Allowance for credit losses on loans as a multiple of nonperforming loans

 

2.64x

 

 

1.94x

 

 

2.46x

 

 

COVID-19 Loan Modifications

In response to the COVID-19 pandemic, the Company has taken two primary approaches in assisting our customers by modifying terms of existing loans and loans under the PPP.  The Company has taken a proactive approach to assisting its borrowers through individual evaluation and broad-based programs.  Modifications granted to borrowers have been payment deferrals taking the form of either full payment deferral or interest-only payments.  Based on the circumstances of the borrower, payments have been deferred either 90 days, with the option to extend, or 180 days.  Consistent with the Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus, modifications granted to borrowers that are related to COVID-19 are not required to be evaluated as TDRs under ASC 310-40. These modified loans are classified as performing and are not considered past due.  Loans are to be placed on non-accrual when it becomes apparent that payment of interest or recovery of all principal is questionable, and the COVID-19 related modification is no longer considered short-term or the modification is deemed ineffective.  As of March 31, 2021, three modified loans were on nonaccrual, totaling $462 thousand.  The Company anticipates additional loans to be modified due to the effects of COVID-19 in the coming periods.  Any loans modified are segmented separately with specific prepayment and maturity assumptions within the Company’s ACL.  As of March 31, 2021, the Company had 73 COVID-19 related modifications remaining on loans with a total balance of $14.0 million, compared to 136 loans with a total balance of $67.6 million as of December 31, 2020.  Within the Company’s non-credit card loan portfolios, over 1,300 loan modifications have been made since the COVID-19 pandemic began.  Of these loan modifications, approximately 99% of loans have resumed making principal or interest payments as of March 31, 2021.  There have been no charge-offs on modified loans.  See further discussion of the impacts of COVID-19 on the Company’s consolidated financial statements in “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

 

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Table 13

COVID-19 LOAN MODIFICATIONS (unaudited, in thousands)

 

 

 

As of March 31, 2021

 

 

 

 

 

 

 

Modification Type

 

 

 

Balance

 

 

Deferment

 

 

Interest Only

 

Commercial and industrial

 

$

3,968

 

 

$

3,805

 

 

$

163

 

Specialty lending

 

 

 

 

 

 

 

 

 

Commercial real estate

 

 

9,501

 

 

 

4,553

 

 

 

4,948

 

Consumer real estate

 

 

354

 

 

 

354

 

 

 

 

Consumer

 

 

 

 

 

 

 

 

 

Credit cards

 

 

217

 

 

 

192

 

 

 

25

 

Leases and other

 

 

 

 

 

 

 

 

 

Held to maturity securities

 

 

 

 

 

 

 

 

 

Total

 

$

14,040

 

 

$

8,904

 

 

$

5,136

 

Liquidity Risk

Liquidity represents the Company’s ability to meet financial commitments through the maturity and sale of existing assets or availability of additional funds.  The Company believes that the most important factor in the preservation of liquidity is maintaining public confidence that facilitates the retention and growth of a large, stable supply of core deposits and wholesale funds.  Ultimately, the Company believes public confidence is generated through profitable operations, sound credit quality and a strong capital position.  The primary source of liquidity for the Company is regularly scheduled payments on and maturity of assets, which include $9.8 billion of high-quality securities available for sale as of March 31, 2021.  The liquidity of the Company and the Bank is also enhanced by its activity in the federal funds market and by its core deposits.  Additionally, management believes it can raise debt or equity capital on favorable terms in the future, should the need arise.

Another factor affecting liquidity is the amount of deposits and customer repurchase agreements that have pledging requirements.  All customer repurchase agreements require collateral in the form of a security.  The U.S. Government, other public entities, and certain trust depositors require the Company to pledge securities if their deposit balances are greater than the FDIC-insured deposit limitations.  These pledging requirements affect liquidity risk in that the related security cannot otherwise be disposed of due to the pledging restriction.  At March 31, 2021, $7.3 billion, or 75.0%, of the securities available-for-sale were pledged or used as collateral, compared to $7.8 billion, or 84.1%, at December 31, 2020.  However, of these amounts, securities with a market value of $214.9 at March 31, 2021 and $371.5 million at December 31, 2020 were pledged at the Federal Reserve Discount Window but were unencumbered as of those dates.

The Company also has other commercial commitments that may impact liquidity.  These commitments include unused commitments to extend credit, standby letters of credit and financial guarantees, and commercial letters of credit.  The total amount of these commercial commitments at March 31, 2021 was $13.2 billion.  Since many of these commitments expire without being drawn upon, the total amount of these commercial commitments does not necessarily represent the future cash requirements of the Company.

The Company’s cash requirements consist primarily of dividends to shareholders, debt service, operating expenses, and treasury stock purchases.  Management fees and dividends received from bank and non-bank subsidiaries traditionally have been sufficient to satisfy these requirements and are expected to be sufficient in the future.  The Bank is subject to various rules regarding payment of dividends to the Company.  For the most part, the Bank can pay dividends at least equal to its current year’s earnings without seeking prior regulatory approval.  The Company also uses cash to inject capital into its bank and non-bank subsidiaries to maintain adequate capital as well as fund strategic initiatives.

In September 2020, the Company issued $200.0 million in aggregate subordinated notes due in September 2030.  The Company received $197.7 million, after deducting underwriting discounts and commissions and offering

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expenses, and used the proceeds from the offering for general corporate purposes, including, among other uses, contributing Tier 1 capital into the Bank.  The subordinated notes were issued with a fixed-to-fixed rate of 3.70% and an effective rate of 3.93%, due to issuance costs, with an interest rate reset date of September 2025.  

To enhance general working capital needs, the Company has a revolving line of credit with Wells Fargo Bank, N.A., which allows the Company to borrow up to $30.0 million for general working capital purposes.  The interest rate applied to borrowed balances will be at the Company’s option, either 1.25% above LIBOR or 1.75% below the prime rate on the date of an advance.  The Company pays a 0.4% unused commitment fee for unused portions of the line of credit.  The Company had no advances outstanding as of March 31, 2021.  

The Company is a member bank of the FHLB.  The Company owns $10.0 million of FHLB stock and has access to additional liquidity and funding sources through FHLB advances.  Additionally, the Company has access to borrow up to $1.5 billion through advances at the FHLB of Des Moines, but had no outstanding FHLB Des Moines advances as of March 31, 2021.

Operational Risk

Operational risk generally refers to the risk of loss resulting from the Company’s operations, including those operations performed for the Company by third parties.  This would include but is not limited to the risk of fraud by employees or persons outside the Company, the execution of unauthorized transactions by employees or others, errors relating to transaction processing, breaches of the internal control system and compliance requirements, and unplanned interruptions in service.  This risk of loss also includes the potential legal or regulatory actions that could arise as a result of an operational deficiency, or as a result of noncompliance with applicable regulatory standards.  The Company must comply with a number of legal and regulatory requirements.

The Company operates in many markets and relies on the ability of its employees and systems to properly process a high number of transactions.  In the event of a breakdown in internal control systems, improper operation of systems or improper employee actions, the Company could suffer financial loss, face regulatory action and suffer damage to its reputation.  In order to address this risk, management maintains a system of internal controls with the objective of providing proper transaction authorization and execution, safeguarding of assets from misuse or theft, and ensuring the reliability of financial and other data.

The Company maintains systems of internal controls that provide management with timely and accurate information about the Company’s operations.  These systems have been designed to manage operational risk at appropriate levels given the Company’s financial strength, the environment in which it operates, and considering factors such as competition and regulation.  The Company has also established procedures that are designed to ensure that policies relating to conduct, ethics, and business practices are followed on a uniform basis.  In certain cases, the Company has experienced losses from operational risk.  Such losses have included the effects of operational errors that the Company has discovered and included as expense in the statement of income.  While there can be no assurance that the Company will not suffer such losses in the future, management continually monitors and works to improve its internal controls, systems, and corporate-wide processes and procedures.

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ITEM 4. CONTROLS AND PROCEDURES

The Sarbanes-Oxley Act of 2002, as amended, requires the Chief Executive Officer and the Chief Financial Officer to make certain certifications under this Form 10-Q with respect to the Company’s disclosure controls and procedures and internal control over financial reporting.  The Company has a Code of Ethics that expresses the values that drive employee behavior and maintains the Company’s commitment to the highest standards of ethics.

Disclosure Controls and Procedures

The Company’s management, with the participation of the Company's Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company's “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end of the period covered by this Form 10-Q.  Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this Form 10-Q, the Company’s disclosure controls and procedures were effective for ensuring that the Company’s SEC filings are recorded, processed, summarized, and reported within the time period required and that information required to be disclosed by the Company is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

Internal Control Over Financial Reporting

There has been no change in the Company’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) during the three-month period ended March 31, 2021 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II – OTHER INFORMATION

In the normal course of business, the Company and its subsidiaries are named defendants in various legal proceedings.  In the opinion of management, after consultation with legal counsel, none of these lawsuits are expected to have a materially adverse effect on the financial position, results of operations, or cash flows of the Company.

ITEM 1A. RISK FACTORS

There were no material changes to the risk factors as previously disclosed in response to Item 1A to Part I of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

 

 

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

The table below sets forth the information with respect to purchases made by or on behalf of the Company or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Exchange Act) of our common stock during the three-month period ended March 31, 2021.

ISSUER PURCHASE OF EQUITY SECURITIES

 

Period

 

(a)

Total Number of Shares (or Units) Purchased

 

 

(b)

Average Price Paid per Share (or Unit)

 

 

(c)

Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs

 

 

(d)

Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs

 

January 1 - January 31, 2021

 

 

12,776

 

 

$

73.02

 

 

 

12,776

 

 

 

1,798,966

 

February 1 - February 28, 2021

 

 

38,651

 

 

 

77.59

 

 

 

38,651

 

 

 

1,760,315

 

March 1 - March 31, 2021

 

 

1,231

 

 

 

77.07

 

 

 

1,231

 

 

 

1,759,084

 

Total

 

 

52,658

 

 

$

76.47

 

 

 

52,658

 

 

 

 

 

 

On April 28, 2020, the Company announced a plan to repurchase up to two million shares of common stock, which terminated on April 27, 2021.  On April 27, 2021, the Company announced a plan to repurchase up to two millions shares of common stock, which will terminate on April 26, 2022. The Company has not made any repurchases other than through these Repurchase Authorizations.  All share purchases pursuant to the Repurchase Authorizations are intended to be within the scope of Rule 10b-18 promulgated under the Exchange Act.  Rule 10b-18 provides a safe harbor for purchases in a given day if the Company satisfies the manner, timing and volume conditions of the rule when purchasing its own shares of common stock.  

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ITEM 6.  EXHIBITS

 

 

 

 

3.1

 

Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006 and filed with the Commission on May 9, 2006).

 

 

 

3.2

 

Bylaws, amended as of October 28, 2014 (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 and filed with the Commission on August 2, 2016).

 

 

 

 

 

 

31.1

 

CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act filed herewith.

 

 

 

31.2

 

CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act filed herewith.

 

 

 

32.1

 

CEO Certification pursuant to Section 906 of the Sarbanes-Oxley Act filed herewith.

 

 

 

32.2

 

CFO Certification pursuant to Section 906 of the Sarbanes-Oxley Act filed herewith.

 

 

 

101.INS

 

XBRL Instance Document – The instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

 

 

 

101.SCH

 

Inline XBRL Taxonomy Extension Schema Document filed herewith.

 

 

 

101.CAL

 

Inline XBRL Taxonomy Extension Calculation Document filed herewith.

 

 

 

101.DEF

 

Inline XBRL Taxonomy Extension Definition Linkbase Document filed herewith.

 

 

 

101.LAB

 

Inline XBRL Taxonomy Extension Label Linkbase Document filed herewith.

 

 

 

101.PRE

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document filed herewith.

 

 

 

104

 

The cover page of our Form 10-Q for the quarter ended March 31, 2021, formatted in iXBRL.

 

79


 

 

SIGNATURES

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

 

UMB FINANCIAL CORPORATION

 

/s/ David C. Odgers

David C. Odgers

Chief Accounting Officer

 

Date:  April 29, 2021

 

 

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