NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Business
Tompkins Financial Corporation (“Tompkins” or the “Company”) is headquartered in Ithaca, New York and is registered as a Financial Holding Company with the Federal Reserve Board under the Bank Holding Company Act of 1956, as amended. The Company is a locally oriented, community-based financial services organization that offers a full array of products and services, including commercial and consumer banking, leasing, trust and investment management, financial planning and wealth management, and insurance services. At March 31, 2020, the Company’s subsidiaries included: four wholly-owned banking subsidiaries, Tompkins Trust Company (the “Trust Company”), The Bank of Castile (DBA Tompkins Bank of Castile), Mahopac Bank (DBA Tompkins Mahopac Bank), VIST Bank (DBA Tompkins VIST Bank); and a wholly-owned insurance agency subsidiary, Tompkins Insurance Agencies, Inc. (“Tompkins Insurance”). The Trust Company provides a full array of trust and investment services under the Tompkins Financial Advisors brand, including investment management, trust and estate, financial and tax planning as well as life, disability and long-term care insurance services. The Company’s principal offices are located at 118 E. Seneca Street, P.O. Box 460, Ithaca, New York, 14850, and its telephone number is (888) 503-5753. The Company’s common stock is traded on the NYSE American under the symbol “TMP.”
As a registered financial holding company, the Company is regulated under the Bank Holding Company Act of 1956 (“BHC Act”), as amended and is subject to examination and comprehensive regulation by the Federal Reserve Board (“FRB”). The Company is also subject to the jurisdiction of the Securities and Exchange Commission (“SEC”) and is subject to disclosure and regulatory requirements under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. The Company is subject to the rules of the NYSE American for listed companies.
The Company’s banking subsidiaries are subject to examination and comprehensive regulation by various regulatory authorities, including the Federal Deposit Insurance Corporation (“FDIC”), the New York State Department of Financial Services (“NYSDFS”), and the Pennsylvania Department of Banking and Securities (“PDBS”). Each of these agencies issues regulations and requires the filing of reports describing the activities and financial condition of the entities under its jurisdiction. Likewise, such agencies conduct examinations on a recurring basis to evaluate the safety and soundness of the institutions, and to test compliance with various regulatory requirements, including: consumer protection, privacy, fair lending, the Community Reinvestment Act, the Bank Secrecy Act, sales of non-deposit investments, electronic data processing, and trust department activities.
The trust division of Tompkins Trust Company is subject to examination and comprehensive regulation by the FDIC and NYSDFS.
The Company’s insurance subsidiary is subject to examination and regulation by the NYSDFS and the Pennsylvania Insurance Department.
2. Basis of Presentation
The unaudited condensed consolidated financial statements included in this quarterly report do not include all of the information and footnotes required by U.S. Generally Accepted Accounting Principles ("GAAP") for a full year presentation and certain disclosures have been condensed or omitted in accordance with rules and regulations of the SEC. In the application of certain accounting policies, management is required to make assumptions regarding the effect of matters that are inherently uncertain. These estimates and assumptions affect the reported amounts of certain assets, liabilities, revenues, and expenses in the unaudited condensed consolidated financial statements. Different amounts could be reported under different conditions, or if different assumptions were used in the application of these accounting policies. The accounting policies that management considers critical in this respect are the determination of the allowance for credit losses and the review of its securities portfolio for other than temporary impairment.
In management’s opinion, the unaudited condensed consolidated financial statements reflect all adjustments of a normal recurring nature. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full year ended December 31, 2020. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. Effective January 1, 2020, the Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). ASU 2016-13 makes significant changes to the accounting for credit losses on financial instruments presented on an amortized cost basis and disclosures about them. These changes are discussed below, under "Impact of Adoption of ASU 2016-13".
Other than the changes resulting from the adoption of ASU 2016-13, there have been no significant changes to the Company’s accounting policies from those presented in the 2019 Annual Report on Form 10-K. Refer to MD&A under "Recently Issued Accounting Standards" of this Report for a discussion of recently issued accounting guidelines.
Cash and cash equivalents in the consolidated statements of cash flow include cash and noninterest bearing balances due from banks, interest-bearing balances due from banks, and money market funds. Management regularly evaluates the credit risk associated with the counterparties to these transactions and believes that the Company is not exposed to any significant credit risk on cash and cash equivalents.
The Company has evaluated subsequent events for potential recognition and/or disclosure, and determined that no further disclosures were required.
The consolidated financial information included herein combines the results of operations, the assets, liabilities, and shareholders’ equity of the Company and its subsidiaries. Amounts in the prior periods’ unaudited condensed consolidated financial statements are reclassified when necessary to conform to the current periods’ presentation. All significant intercompany balances and transactions are eliminated in consolidation.
Impact of Adoption of ASU 2016-13
Securities
For available for sale debt securities in an unrealized loss position, the Company evaluates the securities to determine whether the decline in the fair value below the amortized cost basis (impairment) is due to credit-related factors or noncredit-related factors. Any impairment that is not credit-related is recognized in other comprehensive income, net of applicable taxes. Credit-related impairment is recognized as an allowance for credit losses (“ACL”) on the Statement of Condition, limited to the amount by which the amortized cost basis exceeds the fair value, with a corresponding adjustment to earnings. Both the ACL and the adjustment to net income may be reversed if conditions change. However, if the Company intends to sell an impaired available- for-sale debt security or more likely than not will be required to sell such a security before recovering its amortized cost basis, the entire impairment amount must be recognized in earnings with a corresponding adjustment to the security’s amortized cost basis. Because the security’s amortized cost basis is adjusted to fair value, there is no ACL in this situation.
Changes in the allowance for credit losses are recorded as provision for (or reversal of) credit loss expense. Losses are charged against the ACL when management believes the uncollectability of an available-for-sale debt security is confirmed or when either of the criteria regarding intent or requirement to sell is met.
Accrued interest receivable is excluded from the estimate of credit losses.
Acquired Loans
Acquired loans are recorded at fair value at the date of acquisition based on a discounted cash flow methodology that considers various factors including the type of loan and related collateral, classification status, fixed or variable interest rate, term of loan and whether or not the loan was amortizing, and a discount rate reflecting the Company’s assessment of risk inherent in the cash flow estimates. Certain larger purchased loans are individually evaluated while certain purchased loans are grouped together according to similar risk characteristics and are treated in the aggregate when applying various valuation techniques. These cash flow evaluations are inherently subjective as they require material estimates, all of which may be susceptible to significant change.
Prior to January 1, 2020, loans acquired in a business combination that had evidence of deterioration of credit quality since origination and for which it was probable, at acquisition, that the Company would be unable to collect all contractually required payments receivable were considered purchased credit impaired (“PCI”). PCI loans were individually evaluated and recorded at fair value at the date of acquisition with no initial valuation allowance based on a discounted cash flow methodology that considered various factors including the type of loan and related collateral, classification status, fixed or variable interest rate, term of loan and whether or not the loan was amortizing, and a discount rate reflecting the Company’ assessment of risk inherent in the cash flow estimates. The difference between the undiscounted cash flows expected at acquisition and the investment in the loan, or the “accretable yield,” was recognized as interest income on a level-yield method over the life of the loan. Contractually required payments for interest and principal that exceed the undiscounted cash flows expected at acquisition, or the “nonaccretable difference,” were not recognized on the Statement of Condition and did not result in any yield adjustments, loss accruals or valuation allowances. Increases in expected cash flows, including prepayments, subsequent to the initial investment were recognized prospectively through adjustment of the yield on the loan over its remaining life. Decreases in expected cash flows were recognized as impairment. Valuation allowances on PCI loans reflected only losses incurred after the acquisition (meaning the present value of all cash flows expected at acquisition that ultimately were not to be received).
Subsequent to January 1, 2020 in connection with the Company's adoption of ASU 2016-13, loans acquired in a business combination that have experienced more-than-insignificant deterioration in credit quality since origination are considered purchased credit deteriorated (“PCD”) loans. At the acquisition date, an estimate of expected credit losses is made for groups of PCD loans with similar risk characteristics and individual PCD loans without similar risk characteristics. This initial allowance for credit losses is allocated to individual PCD loans and added to the purchase price or acquisition date fair values to establish the initial amortized cost basis of the PCD loans. As the initial allowance for credit losses is added to the purchase price, there is no credit loss expense recognized upon acquisition of a PCD loan. Any difference between the unpaid principal balance of PCD loans and the amortized cost basis is considered to relate to noncredit factors and results in a discount or premium. Discounts and premiums are recognized through interest income on a level-yield method over the life of the loans. All loans considered to be PCI prior to January 1, 2020 were converted to PCD on that date.
The subsequent measurement of expected credit losses for all acquired loans is the same as the subsequent measurement of expected credit losses for originated loans.
Allowance for Credit Losses – Loans
Under the current expected credit loss model, the ACL on loans is a valuation allowance estimated at each balance sheet date in accordance with U.S. GAAP that is deducted from the loans’ amortized cost basis to present the net amount expected to be collected on the loans.
The Company estimates the ACL on loans based on the underlying assets’ amortized cost basis, which is the amount at which the financing receivable is originated or acquired, adjusted for applicable accretion or amortization of premium, discount, collection of cash, and charge-offs. In the event that collection of principal becomes uncertain, the Company has policies in place to reverse accrued interest in a timely manner. Therefore, the Company has made a policy election to exclude accrued interest from the measurement of ACL.
Expected credit losses are reflected in the ACL through a charge to the provision for credit loss expense. When the Company deems all or a portion of a financial asset to be uncollectible, the appropriate amount is written off and the ACL is reduced by the same amount. In general, the principal balance of a loan is charged off in full or in part when management concludes, based on the available facts and circumstances, that collection of principal in full is not probable. Subsequent recoveries, if any, are credited to the ACL when received.
The Company measures expected credit losses of financial assets at the loan level by segment, by pooling loans when the financial assets share similar risk characteristics. Depending on the nature of the pool of financial assets with similar risk characteristics, the Company uses a discounted cash flow (“DCF”) method to estimate expected credit losses. Allowance on loans that do not share risk characteristics are evaluated on an individual basis. The Company assigns a credit risk rating to all commercial and commercial real estate loans. The Company reviews commercial and commercial real estate loans rated Substandard or worse, on nonaccrual and greater than $250,000 for loss potential and when deemed appropriate assigns an allowance based on an individual evaluation.
The Company’s methodologies for estimating the ACL consider available relevant information about the collectability of cash flows, including information about past events, current conditions, and reasonable and supportable forecasts. The methodologies apply historical loss information, adjusted for asset-specific characteristics, economic conditions at the measurement date, and forecasts about future economic conditions expected to exist through the contractual lives of the financial assets that are reasonable and supportable, to the identified pools of financial assets with similar risk characteristics for which the historical loss experience was observed. The Company’s methodologies revert back to average historical loss information on a straight line basis over eight quarters when it can no longer develop reasonable and supportable forecasts.
The Company has identified the following pools of financial assets with similar risk characteristics for measuring expected credit losses: commercial, commercial real estate, residential, home equity, consumer and leases. This segmentation was selected based on the differences in the risk profile of each of these categories and aligns well with regulatory reporting categories. This segmentation separates borrower type, collateral type and the nature of the loan. The differences in risk profiles of these segments enables the ACL to be more precise in its allocation due to the inherent risk in these specific portfolios.
Discounted Cash Flow Method
The Company uses the discounted cash flow method to estimate expected credit losses for the commercial, commercial real estate, residential, home equity, and consumer loan pools. For each of these loan segments, the Company generates cash flow projections at the instrument level wherein payment expectations are adjusted for estimated prepayment speed, curtailments, time to recovery, probability of default, and loss given default. The modeling of expected prepayment speeds, curtailment rates, and time to recovery are based on historical internal data.
The Company uses regression analysis of historical internal and peer data to determine suitable loss drivers to utilize when modeling lifetime probability of default and loss given default. This analysis also determines how expected probability of default and loss given default will react to forecasted levels of the loss drivers. For all loan pools utilizing the DCF method, management utilizes and forecasts one or both of the following economic factors; national unemployment and gross domestic product as loss drivers.
For all DCF models, management has determined that four quarters represents a reasonable and supportable forecast period and reverts back to a historical loss rate over eight quarters on a straight-line basis. Management leverages economic projections from an independent third party to inform its loss driver forecasts over the four-quarter forecast period. Other internal and external indicators of economic forecasts are also considered by management when developing the forecast metrics. The model considers a base case forecast and two alternative forecasts and assigns weightings to these three scenarios based on current conditions and expectations for future conditions.
The combination of adjustments for credit expectations (default and loss) and timing expectations (prepayment, curtailment, and time to recovery) produces an expected cash flow stream at the instrument level. Instrument effective yield is calculated, net of the impacts of prepayment assumptions, and the instrument expected cash flows are then discounted at that effective yield to produce an instrument-level net present value of expected cash flows (“NPV”). An ACL is established for the difference between the instrument’s NPV and amortized cost basis.
The model also considers the need to qualitatively adjust expected loss estimates for information not already captured in the loss estimation process. These qualitative factors include those suggested by the Interagency Policy Statement on Allowances for Credit Losses. These qualitative factor adjustments may increase or decrease the Company's estimate of expected credit losses.
Collateral Dependent Financial Assets
Loans that do not share common risk characteristics are evaluated on an individual basis. For collateral dependent financial assets where the Company has determined that foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and the Company expects repayment of the financial asset to be provided substantially through the operation or sale of the collateral, the ACL is measured based on the difference between the fair value of the collateral less cost to sell, and the amortized cost basis of the asset as of the measurement date. When repayment is expected to be from the operation of the collateral, expected credit losses are calculated as the amount by which the amortized cost basis of the financial asset exceeds the present value of expected cash flows from the operation of the collateral. When repayment is expected to be from the sale of the collateral, expected credit losses are calculated as the amount by which the amortized cost basis of the financial asset exceeds the fair value of the underlying collateral less estimated cost to sell. The ACL may be zero if the fair value of the collateral at the measurement date exceeds the amortized cost basis of the financial asset.
The Company’s estimate of the ACL reflects losses expected over the remaining contractual life of the assets. The contractual term does not consider extensions, renewals or modifications unless the Company has identified an expected troubled debt restructuring.
Troubled Debt Restructuring
A loan that has been modified or renewed is considered a troubled debt restructuring (“TDR”) when two conditions are met: 1) the borrower is experiencing financial difficulty and 2) concessions are made for the borrower's benefit that would not otherwise be considered for a borrower or transaction with similar credit risk characteristics. The Company’s ACL reflects all effects of a TDR when an individual asset is specifically identified as a reasonably expected TDR. The Company has determined that a TDR is reasonably expected no later than the point when the lender concludes that modification is the best course of action and it is at least reasonably possible that the troubled borrower will accept some form of concession from the lender to avoid a default. Reasonably expected TDRs and executed non-performing TDRs are evaluated individually to determine the required ACL. TDRs performing in accordance with their modified contractual terms for a reasonable period of time may be included in the Company’s existing pools based on the underlying risk characteristics of the loan to measure the ACL. In accordance with the provisions of the Coronavirus Aid, Relief and Economic Security Act ("CARES Act") and related interagency guidance issued by Federal banking regulators, we are not designating eligible loan modifications or deferrals due to impacts of the coronavirus ("COVID-19") pandemic as TDRs.
Loan Commitments and Allowance for Credit Losses on Off-Balance Sheet Credit Exposures
Financial instruments include off-balance sheet credit instruments, such as commitments to make loans, unused lines of credit and commercial letters of credit, issued to meet customer financing needs. The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for off-balance sheet loan commitments is represented by the contractual amount of those instruments. Such financial instruments are recorded when they are funded.
The Company records an allowance for credit losses on off-balance sheet credit exposures, unless the commitments to extend credit are unconditionally cancelable, through a charge to the provision for credit loss expense for off-balance sheet credit exposures included in other noninterest expense in the Company’s consolidated statements of income. The ACL on off-balance sheet credit exposures is estimated by loan segment at each balance sheet date under the current expected credit loss model using similar methodologies as portfolio loans, taking into consideration the likelihood that funding will occur, and is included in other liabilities on the Company’s statements of condition.
3. Securities
Available-for-Sale Debt Securities
The following table summarizes available-for-sale debt securities held by the Company at March 31, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-Sale Debt Securities
|
March 31, 2020
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
(In thousands)
|
|
|
|
|
|
|
|
U.S. Treasuries
|
$
|
1,745
|
|
|
$
|
5
|
|
|
$
|
0
|
|
|
$
|
1,750
|
|
Obligations of U.S. Government sponsored entities
|
302,086
|
|
|
11,384
|
|
|
42
|
|
|
313,428
|
|
Obligations of U.S. states and political subdivisions
|
101,452
|
|
|
1,159
|
|
|
127
|
|
|
102,484
|
|
Mortgage-backed securities – residential, issued by
|
|
|
|
|
|
|
|
U.S. Government agencies
|
171,500
|
|
|
3,469
|
|
|
454
|
|
|
174,515
|
|
U.S. Government sponsored entities
|
739,133
|
|
|
19,013
|
|
|
119
|
|
|
758,027
|
|
U.S. corporate debt securities
|
2,500
|
|
|
0
|
|
|
67
|
|
|
2,433
|
|
Total available-for-sale debt securities
|
$
|
1,318,416
|
|
|
$
|
35,030
|
|
|
$
|
809
|
|
|
$
|
1,352,637
|
|
The following table summarizes available-for-sale debt securities held by the Company at December 31, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-Sale Debt Securities
|
December 31, 2019
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
(In thousands)
|
|
|
|
|
|
|
|
U.S. Treasuries
|
$
|
1,840
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
1,840
|
|
Obligations of U.S. Government sponsored entities
|
367,551
|
|
|
5,021
|
|
|
84
|
|
|
372,488
|
|
Obligations of U.S. states and political subdivisions
|
96,668
|
|
|
1,178
|
|
|
61
|
|
|
97,785
|
|
Mortgage-backed securities – residential, issued by
|
|
|
|
|
|
|
|
U.S. Government agencies
|
164,643
|
|
|
1,327
|
|
|
1,519
|
|
|
164,451
|
|
U.S. Government sponsored entities
|
660,037
|
|
|
2,940
|
|
|
3,387
|
|
|
659,590
|
|
U.S. corporate debt securities
|
2,500
|
|
|
0
|
|
|
67
|
|
|
2,433
|
|
Total available-for-sale debt securities
|
$
|
1,293,239
|
|
|
$
|
10,466
|
|
|
$
|
5,118
|
|
|
$
|
1,298,587
|
|
The Company may from time to time sell investment securities from its available-for-sale portfolio. Realized gains on sales of available-for-sale debt securities were $178,000 for the three months ended March 31, 2020 and $0 for the same period during 2019. Realized losses on sales of available-for-sale debt securities were $0 for the three months ended March 31, 2020 and 2019. The sales of available-for-sale investment securities were the result of general investment portfolio and interest rate risk management. The Company's available-for-sale portfolio includes callable securities that may be called prior to maturity. Realized gains on called available-for-sale debt securities were $251,000 for the three months ended March 31, 2020 and $0 for the three months ended March 31, 2019. The Company also recognized gains of $14,000 and $12,000 for the three months ended March 31, 2020, and March 31, 2019 on equity securities, reflecting the change in fair value.
The following table summarizes available-for-sale debt securities that had unrealized losses at March 31, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less than 12 Months
|
|
12 Months or Longer
|
|
Total
|
(In thousands)
|
Fair Value
|
|
Unrealized Losses
|
|
Fair Value
|
|
Unrealized Losses
|
|
Fair Value
|
|
Unrealized Losses
|
Obligations of U.S. Government sponsored entities
|
$
|
24,209
|
|
|
$
|
42
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
24,209
|
|
|
$
|
42
|
|
Obligations of U.S. states and political subdivisions
|
18,179
|
|
|
127
|
|
|
0
|
|
|
0
|
|
|
18,179
|
|
|
127
|
|
Mortgage-backed securities – residential, issued by
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Government agencies
|
38,813
|
|
|
340
|
|
|
6,618
|
|
|
114
|
|
|
45,431
|
|
|
454
|
|
U.S. Government sponsored entities
|
4,435
|
|
|
10
|
|
|
11,038
|
|
|
109
|
|
|
15,473
|
|
|
119
|
|
U.S. corporate debt securities
|
0
|
|
|
0
|
|
|
2,433
|
|
|
67
|
|
|
2,433
|
|
|
67
|
|
Total available-for-sale debt securities
|
$
|
85,636
|
|
|
$
|
519
|
|
|
$
|
20,089
|
|
|
$
|
290
|
|
|
$
|
105,725
|
|
|
$
|
809
|
|
The following table summarizes available-for-sale debt securities that had unrealized losses at December 31, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less than 12 Months
|
|
12 Months or Longer
|
|
Total
|
(In thousands)
|
Fair Value
|
|
Unrealized Losses
|
|
Fair Value
|
|
Unrealized Losses
|
|
Fair Value
|
|
Unrealized Losses
|
Obligations of U.S. Government sponsored entities
|
$
|
18,654
|
|
|
$
|
76
|
|
|
$
|
3,479
|
|
|
$
|
8
|
|
|
$
|
22,133
|
|
|
$
|
84
|
|
Obligations of U.S. states and political subdivisions
|
10,456
|
|
|
54
|
|
|
2,300
|
|
|
7
|
|
|
12,756
|
|
|
61
|
|
Mortgage-backed securities – residential, issued by
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Government agencies
|
54,846
|
|
|
489
|
|
|
45,999
|
|
|
1,030
|
|
|
100,845
|
|
|
1,519
|
|
U.S. Government sponsored entities
|
157,801
|
|
|
752
|
|
|
233,999
|
|
|
2,635
|
|
|
391,800
|
|
|
3,387
|
|
U.S. corporate debt securities
|
0
|
|
|
0
|
|
|
2,433
|
|
|
67
|
|
|
2,433
|
|
|
67
|
|
Total available-for-sale debt securities
|
$
|
241,757
|
|
|
$
|
1,371
|
|
|
$
|
288,210
|
|
|
$
|
3,747
|
|
|
$
|
529,967
|
|
|
$
|
5,118
|
|
The Company evaluates available-for-sale debt securities in unrealized loss positions at each measurement date to determine whether the decline in the fair value below the amortized cost basis (impairment) is due to credit-related factors or noncredit-related factors. Any impairment that is not credit related is recognized in other comprehensive income, net of applicable taxes. Credit-related impairment is recognized as an ACL on the balance sheet, limited to the amount by which the amortized cost basis exceeds the fair value, with a corresponding adjustment to earnings via credit loss expense.
The gross unrealized losses reported for residential mortgage-backed securities relate to investment securities issued by U.S. government sponsored entities such as Federal National Mortgage Association, Federal Home Loan Mortgage Corporation, and U.S. government agencies such as Government National Mortgage Association. The total gross unrealized losses, shown in the tables above, were primarily attributable to changes in interest rates and levels of market liquidity, relative to when the investment securities were purchased, and not due to the credit quality of the investment securities.
The Company considers the following factors in determining whether a credit loss exists.
|
|
•
|
The extent to which the fair value is less than the amortized cost basis;
|
|
|
•
|
The level of credit enhancement provided by the structure which includes, but is not limited to, credit subordination positions, excess spreads, overcollateralization, and protective triggers;
|
|
|
•
|
Changes in the near term prospects of the issuer or underlying collateral of a security, such as changes in default rates, loss severities given default and significant changes in prepayment assumptions;
|
|
|
•
|
The level of excess cash flow generated from the underlying collateral supporting the principal and interest payments of the debt securities; and
|
|
|
•
|
Any adverse change to the credit conditions of the issuer or the security such as credit downgrades by rating agencies.
|
At January 1, 2020 and March 31, 2020, the Company determined that all impaired available-for-sale debt securities experienced a decline in fair value below the amortized cost basis due to noncredit-related factors. In addition, the Company does not intend to sell other-than-temporarily impaired investment securities that are in an unrealized loss position until recovery of unrealized
losses (which may be until maturity), and it is not more-likely-than not that the Company will be required to sell the investment securities, before recovery of their amortized cost basis, which may be at maturity. Therefore, the Company carried no ACL at those respective dates and there was no credit loss expense recognized by the Company during the three months ended March 31, 2020.
The amortized cost and estimated fair value of debt securities by contractual maturity are shown in the following table. Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. Mortgage-backed securities are shown separately since they are not due at a single maturity date.
|
|
|
|
|
|
|
|
|
March 31, 2020
|
|
|
|
(In thousands)
|
Amortized Cost
|
|
Fair Value
|
Available-for-sale debt securities:
|
|
|
|
Due in one year or less
|
$
|
63,817
|
|
|
$
|
64,031
|
|
Due after one year through five years
|
222,678
|
|
|
232,268
|
|
Due after five years through ten years
|
81,418
|
|
|
83,920
|
|
Due after ten years
|
39,870
|
|
|
39,876
|
|
Total
|
407,783
|
|
|
420,095
|
|
Mortgage-backed securities
|
910,633
|
|
|
932,542
|
|
Total available-for-sale debt securities
|
$
|
1,318,416
|
|
|
$
|
1,352,637
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
|
|
(In thousands)
|
Amortized Cost
|
|
Fair Value
|
Available-for-sale debt securities:
|
|
|
|
Due in one year or less
|
$
|
107,975
|
|
|
$
|
108,089
|
|
Due after one year through five years
|
270,477
|
|
|
274,798
|
|
Due after five years through ten years
|
77,710
|
|
|
79,165
|
|
Due after ten years
|
12,397
|
|
|
12,494
|
|
Total
|
468,559
|
|
|
474,546
|
|
Mortgage-backed securities
|
824,680
|
|
|
824,041
|
|
Total available-for-sale debt securities
|
$
|
1,293,239
|
|
|
$
|
1,298,587
|
|
The Company also holds non-marketable Federal Home Loan Bank New York (“FHLBNY”) stock, non-marketable Federal Home Loan Bank Pittsburgh (“FHLBPITT”) stock and non-marketable Atlantic Community Bankers Bank stock ("ACBB"), all of which are required to be held for regulatory purposes and for borrowing availability. The required investment in FHLB stock is tied to the Company’s borrowing levels with the FHLB. Holdings of FHLBNY stock, FHLBPITT stock, and ACBB stock totaled $15.6 million, $8.5 million and $95,000 at March 31, 2020, respectively. These securities are carried at par, which is also cost. The FHLBNY and FHLBPITT continue to pay dividends and repurchase stock. Quarterly, we evaluate our investment in the FHLB for impairment. We evaluate recent and long-term operating performance, liquidity, funding and capital positions, stock repurchase history, dividend history and impact of legislative and regulatory changes. Based on our most recent evaluation, as of March 31, 2020, we have determined that no impairment write-downs are currently required.
4. Loans and Leases
Loans and Leases at March 31, 2020 and December 31, 2019 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/31/2020
|
|
12/31/2019
|
(In thousands)
|
Originated
|
|
Acquired
|
|
Total Loans and Leases
|
|
Originated
|
|
Acquired
|
|
Total Loans and Leases
|
Commercial and industrial
|
|
|
|
|
|
|
|
|
|
|
|
Agriculture
|
$
|
95,385
|
|
|
$
|
0
|
|
|
$
|
95,385
|
|
|
$
|
105,786
|
|
|
$
|
0
|
|
|
$
|
105,786
|
|
Commercial and industrial other
|
849,273
|
|
|
38,570
|
|
|
887,843
|
|
|
863,199
|
|
|
39,076
|
|
|
902,275
|
|
Subtotal commercial and industrial
|
944,658
|
|
|
38,570
|
|
|
983,228
|
|
|
968,985
|
|
|
39,076
|
|
|
1,008,061
|
|
Commercial real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction
|
167,139
|
|
|
1,311
|
|
|
168,450
|
|
|
212,302
|
|
|
1,335
|
|
|
213,637
|
|
Agriculture
|
186,870
|
|
|
191
|
|
|
187,061
|
|
|
184,701
|
|
|
197
|
|
|
184,898
|
|
Commercial real estate other
|
1,980,264
|
|
|
140,675
|
|
|
2,120,939
|
|
|
1,899,645
|
|
|
145,385
|
|
|
2,045,030
|
|
Subtotal commercial real estate
|
2,334,273
|
|
|
142,177
|
|
|
2,476,450
|
|
|
2,296,648
|
|
|
146,917
|
|
|
2,443,565
|
|
Residential real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
Home equity
|
201,231
|
|
|
14,509
|
|
|
215,740
|
|
|
203,894
|
|
|
15,351
|
|
|
219,245
|
|
Mortgages
|
1,158,544
|
|
|
17,429
|
|
|
1,175,973
|
|
|
1,140,572
|
|
|
18,020
|
|
|
1,158,592
|
|
Subtotal residential real estate
|
1,359,775
|
|
|
31,938
|
|
|
1,391,713
|
|
|
1,344,466
|
|
|
33,371
|
|
|
1,377,837
|
|
Consumer and other
|
|
|
|
|
|
|
|
|
|
|
|
|
Indirect
|
11,871
|
|
|
0
|
|
|
11,871
|
|
|
12,964
|
|
|
0
|
|
|
12,964
|
|
Consumer and other
|
60,301
|
|
|
860
|
|
|
61,161
|
|
|
60,661
|
|
|
785
|
|
|
61,446
|
|
Subtotal consumer and other
|
72,172
|
|
|
860
|
|
|
73,032
|
|
|
73,625
|
|
|
785
|
|
|
74,410
|
|
Leases
|
17,046
|
|
|
0
|
|
|
17,046
|
|
|
17,322
|
|
|
0
|
|
|
17,322
|
|
Total loans and leases
|
4,727,924
|
|
|
213,545
|
|
|
4,941,469
|
|
|
4,701,046
|
|
|
220,149
|
|
|
4,921,195
|
|
Less: unearned income and deferred costs and fees
|
(3,647
|
)
|
|
0
|
|
|
(3,647
|
)
|
|
(3,645
|
)
|
|
0
|
|
|
(3,645
|
)
|
Total loans and leases, net of unearned income and deferred costs and fees
|
$
|
4,724,277
|
|
|
$
|
213,545
|
|
|
$
|
4,937,822
|
|
|
$
|
4,697,401
|
|
|
$
|
220,149
|
|
|
$
|
4,917,550
|
|
The Company has adopted comprehensive lending policies, underwriting standards and loan review procedures. Management reviews these policies and procedures on a regular basis. The Company discussed its lending policies and underwriting guidelines for its various lending portfolios in Note 4 – “Loans and Leases” in the Notes to Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. There have been no significant changes in these policies and guidelines since the date of that report. As such, these policies are reflective of new originations as well as those balances held at March 31, 2020. The Company’s Board of Directors approves the lending policies at least annually. The Company recognizes that exceptions to policy guidelines may occasionally occur and has established procedures for approving exceptions to these policy guidelines. Management has also implemented reporting systems to monitor loan origination, loan quality, concentrations of credit, loan delinquencies and nonperforming loans and potential problem loans.
Loans are considered past due if the required principal and interest payments have not been received as of the date such payments are due. Generally loans are placed on nonaccrual status if principal or interest payments become 90 days or more contractually past due and/or management deems the collectability of the principal and/or interest to be in question as well as when required by regulatory agencies. When interest accrual is discontinued, all unpaid accrued interest is reversed. Payments received on loans on nonaccrual are generally applied to reduce the principal balance of the loan. Loans are generally returned to accrual status when all the principal and interest amounts contractually due are brought current, the borrower has established a payment history, and future payments are reasonably assured. When management determines that the collection of principal in full is not probable, management will charge-off a partial amount or full amount of the loan balance. Management considers specific facts and circumstances relative to each individual credit in making such a determination. For residential and consumer loans, management uses specific regulatory guidance and thresholds for determining charge-offs.
The below table is an age analysis of past due loans, segregated by originated and acquired loan and lease portfolios, and by class of loans, as of March 31, 2020 and December 31, 2019.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2020
|
|
(In thousands)
|
30-59 Days
|
60-89 Days
|
90 Days or More
|
Total Past Due
|
Current Loans
|
Total Loans
|
Originated Loans and Leases
|
|
|
|
|
|
|
Commercial and industrial
|
|
|
|
|
|
|
Agriculture
|
$
|
538
|
|
$
|
0
|
|
$
|
0
|
|
$
|
538
|
|
$
|
94,847
|
|
$
|
95,385
|
|
Commercial and industrial other
|
1,039
|
|
1,750
|
|
1,770
|
|
4,559
|
|
844,714
|
|
849,273
|
|
Subtotal commercial and industrial
|
1,577
|
|
1,750
|
|
1,770
|
|
5,097
|
|
939,561
|
|
944,658
|
|
Commercial real estate
|
|
|
|
|
|
|
Construction
|
0
|
|
0
|
|
0
|
|
0
|
|
167,139
|
|
167,139
|
|
Agriculture
|
141
|
|
0
|
|
0
|
|
141
|
|
186,729
|
|
186,870
|
|
Commercial real estate other
|
3,400
|
|
0
|
|
6,285
|
|
9,685
|
|
1,970,579
|
|
1,980,264
|
|
Subtotal commercial real estate
|
3,541
|
|
0
|
|
6,285
|
|
9,826
|
|
2,324,447
|
|
2,334,273
|
|
Residential real estate
|
|
|
|
|
|
|
Home equity
|
410
|
|
0
|
|
615
|
|
1,025
|
|
200,206
|
|
201,231
|
|
Mortgages
|
1,148
|
|
43
|
|
4,183
|
|
5,374
|
|
1,153,170
|
|
1,158,544
|
|
Subtotal residential real estate
|
1,558
|
|
43
|
|
4,798
|
|
6,399
|
|
1,353,376
|
|
1,359,775
|
|
Consumer and other
|
|
|
|
|
|
|
Indirect
|
148
|
|
54
|
|
83
|
|
285
|
|
11,586
|
|
11,871
|
|
Consumer and other
|
175
|
|
107
|
|
93
|
|
375
|
|
59,926
|
|
60,301
|
|
Subtotal consumer and other
|
323
|
|
161
|
|
176
|
|
660
|
|
71,512
|
|
72,172
|
|
Leases
|
0
|
|
0
|
|
0
|
|
0
|
|
17,046
|
|
17,046
|
|
Total loans and leases
|
6,999
|
|
1,954
|
|
13,029
|
|
21,982
|
|
4,705,942
|
|
4,727,924
|
|
Less: unearned income and deferred costs and fees
|
0
|
|
0
|
|
0
|
|
0
|
|
(3,647
|
)
|
(3,647
|
)
|
Total originated loans and leases, net of unearned income and deferred costs and fees
|
$
|
6,999
|
|
$
|
1,954
|
|
$
|
13,029
|
|
$
|
21,982
|
|
$
|
4,702,295
|
|
$
|
4,724,277
|
|
Acquired Loans and Leases
|
|
|
|
|
|
|
Commercial and industrial
|
|
|
|
|
|
|
Commercial and industrial other
|
0
|
|
0
|
|
2
|
|
2
|
|
38,568
|
|
38,570
|
|
Subtotal commercial and industrial
|
0
|
|
0
|
|
2
|
|
2
|
|
38,568
|
|
38,570
|
|
Commercial real estate
|
|
|
|
|
|
|
Construction
|
0
|
|
0
|
|
0
|
|
0
|
|
1,311
|
|
1,311
|
|
Agriculture
|
0
|
|
0
|
|
0
|
|
0
|
|
191
|
|
191
|
|
Commercial real estate other
|
15
|
|
0
|
|
35
|
|
50
|
|
140,625
|
|
140,675
|
|
Subtotal commercial real estate
|
15
|
|
0
|
|
35
|
|
50
|
|
142,127
|
|
142,177
|
|
Residential real estate
|
|
|
|
|
|
|
Home equity
|
283
|
|
9
|
|
225
|
|
517
|
|
13,992
|
|
14,509
|
|
Mortgages
|
68
|
|
0
|
|
681
|
|
749
|
|
16,680
|
|
17,429
|
|
Subtotal residential real estate
|
351
|
|
9
|
|
906
|
|
1,266
|
|
30,672
|
|
31,938
|
|
Consumer and other
|
|
|
|
|
|
|
Consumer and other
|
0
|
|
0
|
|
0
|
|
0
|
|
860
|
|
860
|
|
Subtotal consumer and other
|
0
|
|
0
|
|
0
|
|
0
|
|
860
|
|
860
|
|
Total acquired loans and leases, net of unearned income and deferred costs and fees
|
$
|
366
|
|
$
|
9
|
|
$
|
943
|
|
$
|
1,318
|
|
$
|
212,227
|
|
$
|
213,545
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
(In thousands)
|
30-89 Days
|
90 Days or More
|
Current Loans
|
Total Loans
|
90 Days and Accruing1
|
Nonaccrual
|
Originated Loans and Leases
|
|
|
|
|
|
|
Commercial and industrial
|
|
|
|
|
|
|
Agriculture
|
$
|
0
|
|
$
|
65
|
|
$
|
105,721
|
|
$
|
105,786
|
|
$
|
0
|
|
$
|
0
|
|
Commercial and industrial other
|
413
|
|
2,079
|
|
860,707
|
|
863,199
|
|
0
|
|
2,334
|
|
Subtotal commercial and industrial
|
413
|
|
2,144
|
|
966,428
|
|
968,985
|
|
0
|
|
2,334
|
|
Commercial real estate
|
|
|
|
|
|
|
Construction
|
0
|
|
0
|
|
212,302
|
|
212,302
|
|
0
|
|
0
|
|
Agriculture
|
0
|
|
0
|
|
184,701
|
|
184,701
|
|
0
|
|
0
|
|
Commercial real estate other
|
1,116
|
|
10,095
|
|
1,888,434
|
|
1,899,645
|
|
0
|
|
10,617
|
|
Subtotal commercial real estate
|
1,116
|
|
10,095
|
|
2,285,437
|
|
2,296,648
|
|
0
|
|
10,617
|
|
Residential real estate
|
|
|
|
|
|
|
Home equity
|
290
|
|
602
|
|
203,002
|
|
203,894
|
|
0
|
|
1,924
|
|
Mortgages
|
1,261
|
|
3,314
|
|
1,135,997
|
|
1,140,572
|
|
0
|
|
7,335
|
|
Subtotal residential real estate
|
1,551
|
|
3,916
|
|
1,338,999
|
|
1,344,466
|
|
0
|
|
9,259
|
|
Consumer and other
|
|
|
|
|
|
|
Indirect
|
312
|
|
60
|
|
12,592
|
|
12,964
|
|
0
|
|
117
|
|
Consumer and other
|
167
|
|
66
|
|
60,428
|
|
60,661
|
|
0
|
|
158
|
|
Subtotal consumer and other
|
479
|
|
126
|
|
73,020
|
|
73,625
|
|
0
|
|
275
|
|
Leases
|
0
|
|
0
|
|
17,322
|
|
17,322
|
|
0
|
|
0
|
|
Total loans and leases
|
3,559
|
|
16,281
|
|
4,681,206
|
|
4,701,046
|
|
0
|
|
22,485
|
|
Less: unearned income and deferred costs and fees
|
0
|
|
0
|
|
(3,645
|
)
|
(3,645
|
)
|
0
|
|
0
|
|
Total originated loans and leases, net of unearned income and deferred costs and fees
|
$
|
3,559
|
|
$
|
16,281
|
|
$
|
4,677,561
|
|
$
|
4,697,401
|
|
$
|
0
|
|
$
|
22,485
|
|
Acquired Loans and Leases
|
|
|
|
|
|
|
Commercial and industrial
|
|
|
|
|
|
|
Commercial and industrial other
|
0
|
|
2
|
|
39,074
|
|
39,076
|
|
2
|
|
1
|
|
Subtotal commercial and industrial
|
0
|
|
2
|
|
39,074
|
|
39,076
|
|
2
|
|
1
|
|
Commercial real estate
|
|
|
|
|
|
|
Construction
|
0
|
|
0
|
|
1,335
|
|
1,335
|
|
0
|
|
0
|
|
Agriculture
|
0
|
|
0
|
|
197
|
|
197
|
|
0
|
|
0
|
|
Commercial real estate other
|
24
|
|
685
|
|
144,676
|
|
145,385
|
|
542
|
|
172
|
|
Subtotal commercial real estate
|
24
|
|
685
|
|
146,208
|
|
146,917
|
|
542
|
|
172
|
|
Residential real estate
|
|
|
|
|
|
|
Home equity
|
58
|
|
125
|
|
15,168
|
|
15,351
|
|
55
|
|
872
|
|
Mortgages
|
83
|
|
671
|
|
17,266
|
|
18,020
|
|
195
|
|
751
|
|
Subtotal residential real estate
|
141
|
|
796
|
|
32,434
|
|
33,371
|
|
250
|
|
1,623
|
|
Consumer and other
|
|
|
|
|
|
|
Consumer and other
|
0
|
|
0
|
|
785
|
|
785
|
|
0
|
|
0
|
|
Subtotal consumer and other
|
0
|
|
0
|
|
785
|
|
785
|
|
0
|
|
0
|
|
Total acquired loans and leases, net of unearned income and deferred costs and fees
|
$
|
165
|
|
$
|
1,483
|
|
$
|
218,501
|
|
$
|
220,149
|
|
$
|
794
|
|
$
|
1,796
|
|
1 Includes acquired loans that were recorded at fair value at the acquisition date.
The following table presents the amortized cost basis of loans on nonaccrual status and the amortized cost basis of loans on nonaccrual status for which there was no related allowance for credit losses. The below table is an age analysis of nonaccrual loans, segregated by originated and acquired loan and lease portfolios, and by class of loans, as of March 31, 2020.
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
Nonaccrual Loans with no Allowance for Credit Losses
|
Nonaccrual Loans
|
Loans Past Due Over 89 Days and Accruing
|
Originated Loans and Leases
|
|
|
|
Commercial and industrial
|
|
|
|
Commercial and industrial other
|
$
|
1,030
|
|
$
|
2,047
|
|
$
|
0
|
|
Subtotal commercial and industrial
|
1,030
|
|
2,047
|
|
0
|
|
Commercial real estate
|
|
|
|
Commercial real estate other
|
7,309
|
|
9,532
|
|
0
|
|
Subtotal commercial real estate
|
7,309
|
|
9,532
|
|
0
|
|
Residential real estate
|
|
|
|
Home equity
|
264
|
|
1,870
|
|
0
|
|
Mortgages
|
922
|
|
7,758
|
|
0
|
|
Subtotal residential real estate
|
1,186
|
|
9,628
|
|
0
|
|
Consumer and other
|
|
|
|
Indirect
|
0
|
|
147
|
|
0
|
|
Consumer and other
|
0
|
|
118
|
|
0
|
|
Subtotal consumer and other
|
0
|
|
265
|
|
0
|
|
Total loans and leases
|
9,525
|
|
21,472
|
|
0
|
|
|
|
|
|
Acquired Loans and Leases
|
|
|
|
Commercial and industrial
|
|
|
|
Commercial and industrial other
|
0
|
|
2
|
|
0
|
|
Subtotal commercial and industrial
|
0
|
|
2
|
|
0
|
|
Commercial real estate
|
|
|
|
Commercial real estate other
|
0
|
|
166
|
|
0
|
|
Subtotal commercial real estate
|
0
|
|
166
|
|
0
|
|
Residential real estate
|
|
|
|
Home equity
|
0
|
|
847
|
|
0
|
|
Mortgages
|
0
|
|
1,069
|
|
0
|
|
Subtotal residential real estate
|
0
|
|
1,916
|
|
0
|
|
Total acquired loans and leases, net of unearned income and deferred costs and fees
|
$
|
0
|
|
$
|
2,084
|
|
$
|
0
|
|
The Company recognized $0 of interest income on nonaccrual loans during the three months ended March 31, 2020.
5. Allowance for Credit Losses
Management reviews the appropriateness of the allowance for credit losses (“allowance” or "ACL") on a regular basis. Management considers the accounting policy relating to the allowance to be a critical accounting policy, given the inherent uncertainty in evaluating the levels of the allowance required to cover credit losses in the portfolio and the material effect that assumptions could have on the Company’s results of operations. The Company has developed a methodology to measure the amount of estimated credit loss exposure inherent in the loan portfolio to assure that an appropriate allowance is maintained. The Company’s methodology is based upon guidance provided in SEC Staff Accounting Bulletin No. 119, Measurement of Credit Losses on Financial Instruments ("CECL"), and Financial Instruments - Credit Losses and ASC Topic 326, Financial Instruments - Credit Losses.
The Company uses a discounted cash flow ("DCF") method to estimate expected credit losses for all loan segments. For each of these loan segments, the Company generates cash flow projections at the instrument level wherein payment expectations are adjusted for estimated prepayment speed, curtailments, recovery lag probability of default, and loss give default. The modeling of expected prepayment speeds, curtailment rates, and time to recovery are based on internal historical data.
The Company uses regression analysis of historical internal and peer data to determine suitable loss drivers to utilize when modeling lifetime probability of default and loss given default. This analysis also determines how expected probability of default and loss given default will react to forecasted levels of the loss drivers. For all loans utilizing the DCF method, management utilizes and forecasts national unemployment and a one year percentage change in national gross domestic product as loss drivers in the model.
For all DCF models, management has determined that four quarters represents a reasonable and supportable forecast period and reverts back to a historical loss rate over eight quarters on a straight-line basis. Management leverages economic projections from a reputable and independent third party to inform its loss driver forecasts over the four-quarter forecast period. Other internal and external indicators of economic forecasts are also considered by management when developing the forecast metrics.
The combination of adjustments for credit expectations and timing expectations produces an expected cash flow stream at the instrument level. Instrument effective yield is calculated, net of the impacts of prepayment assumptions, and the instrument expected cash flows are then discounted at that effective yield to produce a net present value of expected cash flows ("NPV"). An ACL is established for the difference between the NPV and amortized cost basis.
The Company adopted ASU 2016-13 using the prospective transition approach for financial assets purchased with credit deterioration ("PCD") that were previously classified as purchased credit impaired ("PCI") and accounted for under ASC 310-30. In accordance with the standard, the Company did not reassess whether PCI assets met the criteria of PCD assets as of the date of adoption. The remaining discount on the PCD assets will be accreted into interest income on a level-yield method over the life of the loans.
Since the methodology is based upon historical experience and trends, current conditions, and reasonable and supportable forecasts, as well as management’s judgment, factors may arise that result in different estimates. While management’s evaluation of the allowance as of March 31, 2020, considers the allowance to be appropriate, under adversely different conditions or assumptions, the Company would need to increase or decrease the allowance.
Loan Commitments and Allowance for Credit Losses on Off-Balance Sheet Credit Exposures
Financial instruments include off-balance sheet credit instruments, such as commitments to make loans, and commercial letters of credit. The Company's exposure to credit loss in the event of nonperformance by the other party to the financial instrument for off-balance sheet loan commitments is represented by the contractual amount of those instruments. Such financial instruments are recorded when they are funded. The Company records an allowance for credit losses on off-balance sheet credit exposures, unless the commitments to extend credit are unconditionally cancelable, through a charge to credit loss expense for off-balance sheet credit exposures included in other noninterest expense in the Company's consolidated statements of income.
The following table details activity in the allowance for credit losses on loans for the three months ended March 31, 2020 and 2019. The Company adopted ASU 2016-13 on January 1, 2020 using the modified retrospective approach. Results for the periods beginning after January 1, 2020 are presented under ASC 326, while prior period amounts continue to be reported in accordance with previously applicable U.S. GAAP. The transition adjustment includes a decrease in the allowance of $2.5 million. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2020
|
|
|
|
|
|
|
|
|
(In thousands)
|
Commercial
and Industrial
|
|
|
Commercial
Real Estate
|
|
|
Residential
Real Estate
|
|
|
Consumer
and Other
|
|
|
Finance
Leases
|
|
|
Total
|
|
Allowance for credit losses:
|
Beginning balance, prior to adoption of ASC 326
|
$
|
10,541
|
|
|
$
|
21,608
|
|
|
$
|
6,381
|
|
|
$
|
1,362
|
|
|
$
|
0
|
|
|
$
|
39,892
|
|
Impact of adopting ASC 326
|
(2,008
|
)
|
|
(5,917
|
)
|
|
4,459
|
|
|
850
|
|
|
82
|
|
|
(2,534
|
)
|
Charge-offs
|
(1
|
)
|
|
(1,290
|
)
|
|
(2
|
)
|
|
(137
|
)
|
|
0
|
|
|
(1,430
|
)
|
Recoveries
|
16
|
|
|
18
|
|
|
79
|
|
|
69
|
|
|
0
|
|
|
182
|
|
Provision for credit loss expense
|
3,117
|
|
|
8,027
|
|
|
5,413
|
|
|
(261
|
)
|
|
(2
|
)
|
|
16,294
|
|
Ending Balance
|
$
|
11,665
|
|
|
$
|
22,446
|
|
|
$
|
16,330
|
|
|
$
|
1,883
|
|
|
$
|
80
|
|
|
$
|
52,404
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2019
|
|
|
|
|
|
|
|
|
(In thousands)
|
Commercial
and Industrial
|
|
|
Commercial
Real Estate
|
|
|
Residential
Real Estate
|
|
|
Consumer
and Other
|
|
|
Finance
Leases
|
|
|
Total
|
|
Allowance for credit losses
|
|
|
|
|
|
|
|
|
|
|
Beginning balance
|
$
|
11,272
|
|
|
$
|
23,483
|
|
|
$
|
7,345
|
|
|
$
|
1,310
|
|
|
$
|
0
|
|
|
43,410
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charge-offs
|
(380
|
)
|
|
(3,343
|
)
|
|
(18
|
)
|
|
(180
|
)
|
|
0
|
|
|
(3,921
|
)
|
Recoveries
|
59
|
|
|
7
|
|
|
233
|
|
|
95
|
|
|
0
|
|
|
394
|
|
Provision (credit)
|
572
|
|
|
923
|
|
|
(1,098
|
)
|
|
48
|
|
|
0
|
|
|
445
|
|
Ending Balance
|
$
|
11,523
|
|
|
$
|
21,070
|
|
|
$
|
6,462
|
|
|
$
|
1,273
|
|
|
$
|
0
|
|
|
$
|
40,328
|
|
The following table presents the amortized cost basis of collateral dependent loans, which are individually evaluated to determine expected credit losses, and the related allowance for credit losses allocated to these loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
Real Estate
|
Business Assets
|
Other
|
Total
|
ACL Allocation
|
March 31, 2020
|
|
|
|
|
|
Commercial and Industrial
|
$
|
0
|
|
$
|
631
|
|
$
|
93
|
|
$
|
724
|
|
$
|
131
|
|
Commercial Real Estate
|
7,705
|
|
0
|
|
60
|
|
7,765
|
|
225
|
|
Commercial Real Estate - Agriculture
|
1,559
|
|
0
|
|
0
|
|
1,559
|
|
0
|
|
Residential - Mortgages
|
46
|
|
0
|
|
0
|
|
46
|
|
0
|
|
Total
|
$
|
9,310
|
|
$
|
631
|
|
$
|
153
|
|
$
|
10,094
|
|
$
|
356
|
|
The following table presents information pertaining to the allocation of the allowance for loan and lease losses as of December 31, 2019, as determined in accordance with ASC 310, prior to the adoption of ASU 2016-13:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
Commercial
and Industrial
|
|
|
Commercial
Real Estate
|
|
|
Residential
Real Estate
|
|
|
Consumer
and Other
|
|
|
Finance Leases
|
|
|
Total
|
|
Allowance for originated loans and leases
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
Individually evaluated for impairment
|
$
|
245
|
|
|
$
|
662
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
907
|
|
Collectively evaluated for impairment
|
10,296
|
|
|
20,895
|
|
|
6,360
|
|
|
1,356
|
|
|
0
|
|
|
38,907
|
|
Ending balance
|
$
|
10,541
|
|
|
$
|
21,557
|
|
|
$
|
6,360
|
|
|
$
|
1,356
|
|
|
$
|
0
|
|
|
$
|
39,814
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
Commercial
and Industrial
|
|
|
Commercial
Real Estate
|
|
|
Residential
Real Estate
|
|
|
Consumer
and Other
|
|
|
Finance
Leases
|
|
|
Total
|
|
Allowance for acquired loans
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
Collectively evaluated for impairment
|
$
|
0
|
|
|
$
|
51
|
|
|
$
|
21
|
|
|
$
|
6
|
|
|
$
|
0
|
|
|
$
|
78
|
|
Ending balance
|
$
|
0
|
|
|
$
|
51
|
|
|
$
|
21
|
|
|
$
|
6
|
|
|
$
|
0
|
|
|
$
|
78
|
|
The recorded investment in loans and leases summarized on the basis of the Company’s impairment methodology as of December 31, 2019 was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
Commercial
and Industrial
|
|
|
Commercial
Real Estate
|
|
|
Residential
Real Estate
|
|
|
Consumer
and Other
|
|
|
Finance Leases
|
|
|
Total
|
|
Originated loans and leases
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
Individually evaluated for impairment
|
$
|
2,110
|
|
|
$
|
13,496
|
|
|
$
|
3,779
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
19,385
|
|
Collectively evaluated for impairment
|
966,875
|
|
|
2,283,152
|
|
|
1,340,687
|
|
|
73,625
|
|
|
17,322
|
|
|
4,681,661
|
|
Total
|
$
|
968,985
|
|
|
$
|
2,296,648
|
|
|
$
|
1,344,466
|
|
|
$
|
73,625
|
|
|
$
|
17,322
|
|
|
$
|
4,701,046
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
Commercial
and Industrial
|
|
|
Commercial
Real Estate
|
|
|
Residential
Real Estate
|
|
|
Consumer
and Other
|
|
|
Finance
Leases
|
|
|
Total
|
|
Acquired loans
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
Individually evaluated for impairment
|
$
|
2
|
|
|
$
|
714
|
|
|
$
|
2,114
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
2,830
|
|
Loans acquired with deteriorated credit quality
|
173
|
|
|
5,674
|
|
|
3,302
|
|
|
0
|
|
|
0
|
|
|
9,149
|
|
Collectively evaluated for impairment
|
38,901
|
|
|
140,529
|
|
|
27,955
|
|
|
785
|
|
|
0
|
|
|
208,170
|
|
Total
|
$
|
39,076
|
|
|
$
|
146,917
|
|
|
$
|
33,371
|
|
|
$
|
785
|
|
|
$
|
0
|
|
|
$
|
220,149
|
|
Prior to the adoption of ASC 326, a loan was considered impaired when, based on current information and events, it was probable that we would be unable to collect all amounts due according to the contractual terms of the loan agreement. Impaired loans consisted of non-homogenous nonaccrual loans, and all loans restructured in a troubled debt restructuring (TDR). Specific reserves on individually identified impaired loans that were not collateral dependent were measured based on the present value of expected future cash flows discounted at the original effective interest rate of each loan. For loans that were collateral dependent, impairment was measured based on the fair value of the collateral less estimated selling costs, and such impaired amounts were generally charged off. The majority of impaired loans were collateral dependent impaired loans that had limited exposure or require limited specific reserves because of the amount of collateral support with respect to these loans, and previous charge-offs. Interest payments on impaired loans are typically applied to principal unless collectability of the principal amount is reasonably assured. In these cases, interest is recognized on a cash basis.
Impaired loans at December 31, 2019 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
(In thousands)
|
Recorded Investment
|
|
Unpaid Principal Balance
|
|
Related Allowance
|
Originated loans and leases with no related allowance
|
|
|
|
|
|
Commercial and industrial
|
|
|
|
|
|
Commercial and industrial other
|
$
|
1,865
|
|
|
$
|
1,965
|
|
|
$
|
0
|
|
Commercial real estate
|
|
|
|
|
|
Commercial real estate other
|
10,205
|
|
|
11,017
|
|
|
0
|
|
Residential real estate
|
|
|
|
|
|
Home equity
|
3,779
|
|
|
3,992
|
|
|
0
|
|
Subtotal
|
$
|
15,849
|
|
|
$
|
16,974
|
|
|
$
|
0
|
|
Originated loans and leases with related allowance
|
Commercial and industrial
|
|
|
|
|
|
Commercial and industrial other
|
245
|
|
|
245
|
|
|
245
|
|
Commercial real estate
|
|
|
|
|
|
Commercial real estate other
|
3,291
|
|
|
3,291
|
|
|
662
|
|
Subtotal
|
$
|
3,536
|
|
|
$
|
3,536
|
|
|
$
|
907
|
|
Total
|
$
|
19,385
|
|
|
$
|
20,510
|
|
|
$
|
907
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
(In thousands)
|
Recorded Investment
|
|
Unpaid Principal Balance
|
|
Related Allowance
|
Acquired loans with no related allowance
|
|
|
|
|
|
|
Commercial and industrial
|
|
|
|
|
|
Commercial and industrial other
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
0
|
|
Commercial real estate
|
|
|
|
|
|
Commercial real estate other
|
714
|
|
|
714
|
|
|
0
|
|
Residential real estate
|
|
|
|
|
|
Home equity
|
2,114
|
|
|
2,217
|
|
|
0
|
|
Total
|
$
|
2,830
|
|
|
$
|
2,933
|
|
|
$
|
0
|
|
The following table presents average impaired loans, as determined in accordance with ASC 310, prior to the adoption of ASU 2016-13, and interest recognized on such loans, for the three months ended March 31, 2019:
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2019
|
(In thousands)
|
Average Recorded Investment
|
|
Interest Income Recognized
|
Originated loans and leases with no related allowance
|
|
|
|
Commercial and industrial
|
|
|
|
Commercial and industrial other
|
$
|
1,468
|
|
|
$
|
0
|
|
Commercial real estate
|
|
|
|
Commercial real estate other
|
6,099
|
|
|
0
|
|
Residential real estate
|
|
|
|
Home equity
|
3,981
|
|
|
0
|
|
Subtotal
|
$
|
11,548
|
|
|
$
|
0
|
|
|
|
|
|
Originated loans and leases with related allowance
|
|
|
|
Commercial and industrial
|
|
|
|
Commercial and industrial other
|
581
|
|
|
0
|
|
Commercial real estate
|
|
|
|
Commercial real estate other
|
445
|
|
|
0
|
|
Subtotal
|
$
|
1,026
|
|
|
$
|
0
|
|
Total
|
$
|
12,574
|
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2019
|
(In thousands)
|
Average Recorded Investment
|
|
Interest Income Recognized
|
Acquired loans and leases with no related allowance
|
|
|
|
|
|
|
|
Commercial and industrial
|
|
|
|
Commercial and industrial other
|
$
|
22
|
|
|
$
|
0
|
|
Commercial real estate
|
|
|
|
Commercial real estate other
|
855
|
|
|
0
|
|
Residential real estate
|
|
|
|
Home equity
|
2,577
|
|
|
0
|
|
Subtotal
|
$
|
3,454
|
|
|
$
|
0
|
|
Total
|
$
|
3,454
|
|
|
$
|
0
|
|
Loans are considered modified in a TDR when, due to a borrower’s financial difficulties, the Company makes concessions to the borrower that it would not otherwise consider. These modifications may include, among others, an extension for the term of the loan, and granting a period when interest-only payments can be made with the principal payments made over the remaining term of the loan or at maturity.
The following tables present information on loans modified in troubled debt restructuring during the periods indicated and their balances immediately prior to the modification date and post-modification as of March 31, 2020 and 2019.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2020
|
Three Months Ended
|
|
|
|
|
|
|
|
Defaulted TDRs2
|
(In thousands)
|
Number of Loans
|
|
Pre-Modification Outstanding Recorded Investment
|
|
Post-Modification Outstanding Recorded Investment
|
|
Number of Loans
|
|
Post-Modification Outstanding Recorded Investment
|
Commercial real estate
|
|
|
|
|
|
|
|
|
|
Commercial real estate other1
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
1
|
|
|
$
|
37
|
|
Residential real estate
|
|
|
|
|
|
|
|
|
|
Home equity1
|
2
|
|
|
121
|
|
|
121
|
|
|
1
|
|
|
87
|
|
Total
|
2
|
|
|
$
|
121
|
|
|
$
|
121
|
|
|
2
|
|
|
$
|
124
|
|
1 Represents the following concessions: extension of term and reduction of rate.
2 TDRs that defaulted during the three months ended March 31, 2020 that were restructured in the prior twelve months.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2019
|
Three Months Ended
|
|
|
|
|
|
|
|
Defaulted TDRs2
|
(In thousands)
|
Number of Loans
|
|
Pre-Modification Outstanding Recorded Investment
|
|
Post-Modification Outstanding Recorded Investment
|
|
Number of Loans
|
|
Post-Modification Outstanding Recorded Investment
|
Residential real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Home equity1
|
1
|
|
|
$
|
168
|
|
|
$
|
168
|
|
|
0
|
|
|
$
|
0
|
|
Total
|
1
|
|
|
$
|
168
|
|
|
$
|
168
|
|
|
0
|
|
|
$
|
0
|
|
1 Represents the following concessions: extension of term and reduction of rate.
2 TDRs that defaulted during the three months ended March 31, 2019 that had been restructured in the prior twelve months.
For customers affected by COVID-19, the Company implemented a loan payment deferral program to assist both consumer and business borrowers that may be experiencing financial hardship due to COVID-19. The current program allows for deferral of payments of principal and interest for up to 90 days and customers will be able to request a payment deferral through the middle of May 2020. The provisions of the CARES Act and recently issued interagency guidance issued by Federal banking regulators provided guidance and clarification related to modifications and deferral programs to assist borrowers who are negatively impacted by the COVID-19 national emergency. The guidance and clarifications detail certain provisions whereby banks are permitted to make deferrals and modifications to the terms of a loan which would not require the loan to be reported as a troubled debt restructuring. In accordance with the CARES Act and the interagency guidance, the Company elected to adopt the provisions to not report eligible loan modifications as troubled debt restructurings.
The following table presents credit quality indicators by total loans amortized cost basis by origination year as of March 31, 2020.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
2020
|
2019
|
2018
|
2017
|
2016
|
Prior
|
Revolving Loans Amortized Cost Basis
|
Revolving Loans Converted to Term
|
Total Loans
|
|
|
|
|
|
|
|
|
|
|
Commercial and Industrial - Other:
|
|
|
|
|
|
|
Internal risk grade:
|
|
|
|
|
|
|
|
|
|
Pass
|
$
|
42,295
|
|
$
|
83,851
|
|
$
|
71,313
|
|
$
|
88,343
|
|
$
|
46,007
|
|
$
|
283,285
|
|
$
|
260,678
|
|
$
|
655
|
|
$
|
876,427
|
|
Special Mention
|
0
|
|
104
|
|
263
|
|
1,178
|
|
2,821
|
|
136
|
|
540
|
|
0
|
|
5,042
|
|
Substandard
|
0
|
|
112
|
|
1,240
|
|
286
|
|
626
|
|
866
|
|
3,244
|
|
0
|
|
6,374
|
|
Total Commercial and Industrial - Other
|
$
|
42,295
|
|
$
|
84,067
|
|
$
|
72,816
|
|
$
|
89,807
|
|
$
|
49,454
|
|
$
|
284,286
|
|
$
|
264,462
|
|
$
|
655
|
|
$
|
887,843
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and Industrial - Agriculture:
|
|
|
|
|
|
|
Internal risk grade:
|
|
|
|
|
|
|
|
|
|
Pass
|
$
|
1,520
|
|
$
|
13,214
|
|
$
|
14,996
|
|
$
|
8,135
|
|
$
|
5,170
|
|
$
|
2,395
|
|
$
|
38,484
|
|
$
|
0
|
|
$
|
83,914
|
|
Special Mention
|
0
|
|
80
|
|
127
|
|
109
|
|
0
|
|
0
|
|
435
|
|
0
|
|
751
|
|
Substandard
|
100
|
|
107
|
|
3
|
|
894
|
|
35
|
|
2,310
|
|
7,271
|
|
0
|
|
10,720
|
|
Total Commercial and Industrial - Agriculture
|
$
|
1,620
|
|
$
|
13,401
|
|
$
|
15,126
|
|
$
|
9,138
|
|
$
|
5,205
|
|
$
|
4,705
|
|
$
|
46,190
|
|
$
|
0
|
|
$
|
95,385
|
|
|
|
|
|
|
|
|
|
|
|
Commercial Real Estate
|
|
|
|
|
|
|
Internal risk grade:
|
|
|
|
|
|
|
|
|
|
Pass
|
$
|
99,145
|
|
$
|
247,630
|
|
$
|
239,644
|
|
$
|
258,039
|
|
$
|
340,595
|
|
$
|
505,182
|
|
$
|
381,049
|
|
$
|
2,752
|
|
$
|
2,074,036
|
|
Special Mention
|
0
|
|
0
|
|
2,728
|
|
2,400
|
|
5,503
|
|
9,253
|
|
3,048
|
|
0
|
|
22,932
|
|
Substandard
|
0
|
|
1,700
|
|
764
|
|
3,334
|
|
349
|
|
9,717
|
|
8,107
|
|
0
|
|
23,971
|
|
Total Commercial Real Estate
|
$
|
99,145
|
|
$
|
249,330
|
|
$
|
243,136
|
|
$
|
263,773
|
|
$
|
346,447
|
|
$
|
524,152
|
|
$
|
392,204
|
|
$
|
2,752
|
|
$
|
2,120,939
|
|
|
|
|
|
|
|
|
|
|
|
Commercial Real Estate - Agriculture:
|
|
|
|
|
|
|
Internal risk grade:
|
|
|
|
|
|
|
|
|
|
Pass
|
$
|
2,028
|
|
$
|
30,493
|
|
$
|
42,366
|
|
$
|
23,728
|
|
$
|
14,147
|
|
$
|
39,835
|
|
$
|
16,842
|
|
$
|
448
|
|
$
|
169,887
|
|
Special Mention
|
1,510
|
|
0
|
|
2,418
|
|
120
|
|
1,264
|
|
361
|
|
11
|
|
0
|
|
5,684
|
|
Substandard
|
0
|
|
1,618
|
|
558
|
|
3,169
|
|
4,356
|
|
912
|
|
877
|
|
0
|
|
11,490
|
|
Total Commercial Real Estate - Agriculture
|
$
|
3,538
|
|
$
|
32,111
|
|
$
|
45,342
|
|
$
|
27,017
|
|
$
|
19,767
|
|
$
|
41,108
|
|
$
|
17,730
|
|
$
|
448
|
|
$
|
187,061
|
|
|
|
|
|
|
|
|
|
|
|
Commercial Real Estate - Construction
|
|
|
|
|
|
|
Internal risk grade:
|
|
|
|
|
|
|
|
|
|
Pass
|
$
|
1,194
|
|
$
|
22,565
|
|
$
|
9,552
|
|
$
|
3,011
|
|
$
|
2,165
|
|
$
|
4,169
|
|
$
|
121,760
|
|
$
|
983
|
|
$
|
165,399
|
|
Special Mention
|
0
|
|
0
|
|
0
|
|
0
|
|
0
|
|
603
|
|
2,109
|
|
0
|
|
2,712
|
|
Substandard
|
0
|
|
0
|
|
0
|
|
0
|
|
0
|
|
339
|
|
0
|
|
0
|
|
339
|
|
Total Commercial Real Estate - Construction
|
$
|
1,194
|
|
$
|
22,565
|
|
$
|
9,552
|
|
$
|
3,011
|
|
$
|
2,165
|
|
$
|
5,111
|
|
$
|
123,869
|
|
$
|
983
|
|
$
|
168,450
|
|
The following table presents credit quality indicators by total loans amortized cost basis by origination year as of March 31, 2020, continued.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
2020
|
2019
|
2018
|
2017
|
2016
|
Prior
|
Revolving Loans Amortized Cost Basis
|
Revolving Loans Converted to Term
|
Total Loans
|
|
|
|
|
|
|
|
|
|
|
Residential - Home Equity
|
|
|
|
|
|
|
|
|
|
Performing
|
$
|
3,948
|
|
$
|
28,694
|
|
$
|
23,181
|
|
$
|
25,332
|
|
$
|
21,014
|
|
$
|
40,444
|
|
$
|
70,006
|
|
$
|
406
|
|
$
|
213,025
|
|
Nonperforming
|
0
|
|
19
|
|
67
|
|
0
|
|
0
|
|
528
|
|
2,101
|
|
0
|
|
2,715
|
|
Total Residential - Home Equity
|
$
|
3,948
|
|
$
|
28,713
|
|
$
|
23,248
|
|
$
|
25,332
|
|
$
|
21,014
|
|
$
|
40,972
|
|
$
|
72,107
|
|
$
|
406
|
|
$
|
215,740
|
|
|
|
|
|
|
|
|
|
|
|
Residential - Mortgages
|
|
|
|
|
|
|
|
|
|
Performing
|
$
|
56,373
|
|
$
|
205,326
|
|
$
|
146,568
|
|
$
|
191,872
|
|
$
|
207,389
|
|
$
|
159,262
|
|
$
|
200,151
|
|
$
|
204
|
|
$
|
1,167,145
|
|
Nonperforming
|
0
|
|
266
|
|
406
|
|
453
|
|
1,291
|
|
2,385
|
|
4,027
|
|
0
|
|
8,828
|
|
Total Residential - Mortgages
|
$
|
56,373
|
|
$
|
205,592
|
|
$
|
146,974
|
|
$
|
192,325
|
|
$
|
208,680
|
|
$
|
161,647
|
|
$
|
204,178
|
|
$
|
204
|
|
$
|
1,175,973
|
|
|
|
|
|
|
|
|
|
|
|
Consumer - Direct
|
|
|
|
|
|
|
|
|
|
Performing
|
$
|
4,186
|
|
$
|
16,392
|
|
$
|
10,746
|
|
$
|
9,326
|
|
$
|
4,812
|
|
$
|
11,230
|
|
$
|
4,350
|
|
$
|
0
|
|
$
|
61,042
|
|
Nonperforming
|
0
|
|
47
|
|
44
|
|
10
|
|
0
|
|
18
|
|
0
|
|
0
|
|
119
|
|
Total Consumer - Direct
|
$
|
4,186
|
|
$
|
16,439
|
|
$
|
10,790
|
|
$
|
9,336
|
|
$
|
4,812
|
|
$
|
11,248
|
|
$
|
4,350
|
|
$
|
0
|
|
$
|
61,161
|
|
|
|
|
|
|
|
|
|
|
|
Consumer - Indirect
|
|
|
|
|
|
|
|
|
|
Performing
|
$
|
616
|
|
$
|
2,904
|
|
$
|
4,886
|
|
$
|
2,001
|
|
$
|
895
|
|
$
|
422
|
|
$
|
0
|
|
$
|
0
|
|
$
|
11,724
|
|
Nonperforming
|
0
|
|
57
|
|
25
|
|
6
|
|
39
|
|
20
|
|
0
|
|
0
|
|
147
|
|
Total Consumer Indirect
|
$
|
616
|
|
$
|
2,961
|
|
$
|
4,911
|
|
$
|
2,007
|
|
$
|
934
|
|
$
|
442
|
|
$
|
0
|
|
$
|
0
|
|
$
|
11,871
|
|
The following tables present credit quality indicators (internal risk grade) by class of commercial and industrial loans and commercial real estate loans as of December 31, 2019.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
Commercial and Industrial Other
|
|
Commercial and Industrial Agriculture
|
|
Commercial Real Estate Other
|
|
Commercial Real Estate Agriculture
|
|
Commercial Real Estate Construction
|
|
Total
|
Originated Loans and Leases
|
Internal risk grade:
|
|
|
|
|
|
|
|
|
|
|
|
Pass
|
$
|
851,517
|
|
|
$
|
89,892
|
|
|
$
|
1,857,142
|
|
|
$
|
166,888
|
|
|
$
|
212,302
|
|
|
$
|
3,177,741
|
|
Special Mention
|
8,306
|
|
|
1,698
|
|
|
16,623
|
|
|
3,173
|
|
|
0
|
|
|
29,800
|
|
Substandard
|
3,376
|
|
|
14,196
|
|
|
25,880
|
|
|
14,640
|
|
|
0
|
|
|
58,092
|
|
Total
|
$
|
863,199
|
|
|
$
|
105,786
|
|
|
$
|
1,899,645
|
|
|
$
|
184,701
|
|
|
$
|
212,302
|
|
|
$
|
3,265,633
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
Commercial and Industrial Other
|
|
Commercial and Industrial Agriculture
|
|
Commercial Real Estate Other
|
|
Commercial Real Estate Agriculture
|
|
Commercial Real Estate Construction
|
|
Total
|
Acquired Loans and Leases
|
Internal risk grade:
|
|
|
|
|
|
|
|
|
|
|
|
Pass
|
$
|
38,879
|
|
|
$
|
0
|
|
|
$
|
143,175
|
|
|
$
|
197
|
|
|
$
|
1,335
|
|
|
$
|
183,586
|
|
Special Mention
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
Substandard
|
197
|
|
|
0
|
|
|
2,210
|
|
|
0
|
|
|
0
|
|
|
2,407
|
|
Total
|
$
|
39,076
|
|
|
$
|
0
|
|
|
$
|
145,385
|
|
|
$
|
197
|
|
|
$
|
1,335
|
|
|
$
|
185,993
|
|
The following tables present credit quality indicators by class of residential real estate loans and by class of consumer loans. Nonperforming loans include nonaccrual, impaired, and loans 90 days past due and accruing interest. All other loans are considered performing as of December 31, 2019. For purposes of this footnote, acquired loans that were recorded at fair value at the acquisition date and are 90 days or greater past due are considered performing.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
(In thousands)
|
Residential
Home Equity
|
|
Residential
Mortgages
|
|
Consumer
Indirect
|
|
Consumer
Other
|
|
Total
|
Originated Loans and Leases
|
|
|
|
|
|
|
|
|
|
Performing
|
$
|
201,970
|
|
|
$
|
1,133,237
|
|
|
$
|
12,847
|
|
|
$
|
60,503
|
|
|
$
|
1,408,557
|
|
Nonperforming
|
1,924
|
|
|
7,335
|
|
|
117
|
|
|
158
|
|
|
9,534
|
|
Total
|
$
|
203,894
|
|
|
$
|
1,140,572
|
|
|
$
|
12,964
|
|
|
$
|
60,661
|
|
|
$
|
1,418,091
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
(In thousands)
|
Residential
Home Equity
|
|
Residential
Mortgages
|
|
Consumer
Indirect
|
|
Consumer
Other
|
|
Total
|
Acquired Loans and Leases
|
|
|
|
|
|
|
|
|
|
Performing
|
$
|
14,479
|
|
|
$
|
17,269
|
|
|
$
|
0
|
|
|
$
|
785
|
|
|
$
|
32,533
|
|
Nonperforming
|
872
|
|
|
751
|
|
|
0
|
|
|
0
|
|
|
1,623
|
|
Total
|
$
|
15,351
|
|
|
$
|
18,020
|
|
|
$
|
0
|
|
|
$
|
785
|
|
|
$
|
34,156
|
|
6. Earnings Per Share
Earnings per share in the table below, for the three month periods ended March 31, 2020 and 2019 are calculated under the two-class method as required by ASC Topic 260, Earnings Per Share. ASC 260 provides that unvested share-based payment awards that contain nonforfeitable rights to dividends are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method. The Company has issued restricted stock awards that contain such rights and are therefore considered participating securities. Basic earnings per common share are calculated by dividing net income allocable to common stock by the weighted average number of common shares, excluding participating securities, during the period. Diluted earnings per common share include the dilutive effect of participating securities.
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
(In thousands, except share and per share data)
|
3/31/2020
|
|
3/31/2019
|
Basic
|
|
|
|
Net income available to common shareholders
|
$
|
7,949
|
|
|
$
|
21,040
|
|
Less: income attributable to unvested stock-based compensation awards
|
(99
|
)
|
|
(349
|
)
|
Net earnings allocated to common shareholders
|
7,850
|
|
|
20,691
|
|
|
|
|
|
Weighted average shares outstanding, including unvested stock-based compensation awards
|
14,904,067
|
|
|
15,313.635
|
|
|
|
|
|
Less: unvested stock-based compensation awards
|
(185,119
|
)
|
|
(253,460
|
)
|
Weighted average shares outstanding - Basic
|
14,718,948
|
|
|
15,060,175
|
|
|
|
|
|
Diluted
|
|
|
|
Net earnings allocated to common shareholders
|
7,850
|
|
|
20,691
|
|
|
|
|
|
Weighted average shares outstanding - Basic
|
14,718.948
|
|
|
15,060.175
|
|
|
|
|
|
Plus: incremental shares from assumed conversion of stock-based compensation awards
|
55,321
|
|
|
76,348
|
|
Weighted average shares outstanding - Diluted
|
14,774,269
|
|
|
15,136,523
|
|
|
|
|
|
Basic EPS
|
$
|
0.53
|
|
|
$
|
1.37
|
|
Diluted EPS
|
$
|
0.53
|
|
|
$
|
1.37
|
|
Stock-based compensation awards representing 17,956 and 18,886 of common shares during the three months ended March 31, 2020 and 2019, respectively, were not included in the computations of diluted earnings per common share because the effect on those periods would have been anti-dilutive.
7. Other Comprehensive Income (Loss)
The following tables present reclassifications out of the accumulated other comprehensive income (loss) for the three month periods ended March 31, 2020 and 2019.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2020
|
(In thousands)
|
Before-Tax
Amount
|
|
Tax (Expense)
Benefit
|
|
Net of Tax
|
Available-for-sale debt securities:
|
|
|
|
|
|
Change in net unrealized gain/loss during the period
|
$
|
29,302
|
|
|
$
|
(7,179
|
)
|
|
$
|
22,123
|
|
Reclassification adjustment for net realized gain on sale of available-for-sale debt securities included in net income
|
(429
|
)
|
|
105
|
|
|
(324
|
)
|
Net unrealized gains/losses
|
28,873
|
|
|
(7,074
|
)
|
|
21,799
|
|
|
|
|
|
|
|
Employee benefit plans:
|
|
|
|
|
|
Amortization of net retirement plan actuarial gain
|
601
|
|
|
(147
|
)
|
|
454
|
|
Amortization of net retirement plan prior service cost
|
53
|
|
|
(13
|
)
|
|
40
|
|
Employee benefit plans
|
654
|
|
|
(160
|
)
|
|
494
|
|
Other comprehensive income
|
$
|
29,527
|
|
|
$
|
(7,234
|
)
|
|
$
|
22,293
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2019
|
(In thousands)
|
Before-Tax
Amount
|
|
Tax (Expense)
Benefit
|
|
Net of Tax
|
Available-for-sale debt securities:
|
|
|
|
|
|
Change in net unrealized gain/loss during the period
|
$
|
15,756
|
|
|
$
|
(3,862
|
)
|
|
$
|
11,894
|
|
Reclassification adjustment for net realized gain on sale of available-for-sale debt securities included in net income
|
0
|
|
|
0
|
|
|
0
|
|
Net unrealized gains/losses
|
15,756
|
|
|
(3,862
|
)
|
|
11,894
|
|
|
|
|
|
|
|
Employee benefit plans:
|
|
|
|
|
|
Amortization of net retirement plan actuarial gain
|
421
|
|
|
(103
|
)
|
|
318
|
|
Amortization of net retirement plan prior service cost
|
4
|
|
|
(1
|
)
|
|
3
|
|
Employee benefit plans
|
425
|
|
|
(104
|
)
|
|
321
|
|
Other comprehensive income
|
$
|
16,181
|
|
|
$
|
(3,966
|
)
|
|
$
|
12,215
|
|
The following table presents the activity in our accumulated other comprehensive income (loss) for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
Available-for-
Sale Debt Securities
|
|
Employee
Benefit Plans
|
|
Accumulated
Other
Comprehensive
(Loss) Income
|
Balance at January 1, 2020
|
$
|
4,039
|
|
|
$
|
(47,603
|
)
|
|
$
|
(43,564
|
)
|
Other comprehensive income (loss) before reclassifications
|
22,123
|
|
|
0
|
|
|
22,123
|
|
Amounts reclassified from accumulated other comprehensive (loss) income
|
(324
|
)
|
|
494
|
|
|
170
|
|
Net current-period other comprehensive income
|
21,799
|
|
|
494
|
|
|
22,293
|
|
Balance at March 31, 2020
|
$
|
25,838
|
|
|
$
|
(47,109
|
)
|
|
$
|
(21,271
|
)
|
|
|
|
|
|
|
Balance at January 1, 2019
|
$
|
(23,589
|
)
|
|
$
|
(39,576
|
)
|
|
$
|
(63,165
|
)
|
Other comprehensive income (loss) before reclassifications
|
11,894
|
|
|
0
|
|
|
11,894
|
|
Amounts reclassified from accumulated other comprehensive (loss) income
|
0
|
|
|
321
|
|
|
321
|
|
Net current-period other comprehensive income
|
11,894
|
|
|
321
|
|
|
12,215
|
|
Balance at March 31, 2019
|
$
|
(11,695
|
)
|
|
$
|
(39,255
|
)
|
|
$
|
(50,950
|
)
|
The following tables present the amounts reclassified out of each component of accumulated other comprehensive (loss) income for the three months ended March 31, 2020 and 2019.
|
|
|
|
|
|
|
Three Months Ended March 31, 2020
|
|
|
|
Details about Accumulated other Comprehensive Income (Loss) Components (In thousands)
|
Amount
Reclassified from
Accumulated
Other
Comprehensive
(Loss) Income1
|
|
Affected Line Item in the
Statement Where Net Income is
Presented
|
Available-for-sale debt securities:
|
|
|
|
Unrealized gains and losses on available-for-sale debt securities
|
$
|
429
|
|
|
Net gain on securities transactions
|
|
(105
|
)
|
|
Tax expense
|
|
324
|
|
|
Net of tax
|
Employee benefit plans:
|
|
|
|
Amortization of the following 2
|
|
|
|
Net retirement plan actuarial loss
|
(601
|
)
|
|
Other operating expense
|
Net retirement plan prior service cost
|
(53
|
)
|
|
Other operating expense
|
|
(654
|
)
|
|
Total before tax
|
|
160
|
|
|
Tax benefit
|
|
$
|
(494
|
)
|
|
Net of tax
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2019
|
|
|
|
Details about Accumulated other Comprehensive Income (Loss) Components (In thousands)
|
Amount
Reclassified from
Accumulated
Other
Comprehensive
(Loss) Income1
|
|
Affected Line Item in the
Statement Where Net Income is
Presented
|
Available-for-sale debt securities:
|
|
|
|
Unrealized gains and losses on available-for-sale debt securities
|
$
|
0
|
|
|
Net gain on securities transactions
|
|
0
|
|
|
Tax expense
|
|
0
|
|
|
Net of tax
|
Employee benefit plans:
|
|
|
|
Amortization of the following 2
|
|
|
|
Net retirement plan actuarial loss
|
(421
|
)
|
|
Other operating expense
|
Net retirement plan prior service cost
|
(4
|
)
|
|
Other operating expense
|
|
(425
|
)
|
|
Total before tax
|
|
104
|
|
|
Tax benefit
|
|
$
|
(321
|
)
|
|
Net of tax
|
1 Amounts in parentheses indicated debits in income statement.
2 The accumulated other comprehensive (loss) income components are included in the computation of net periodic benefit cost (See Note 8 - “Employee Benefit Plan”).
8. Employee Benefit Plan
The following table sets forth the amount of the net periodic benefit cost recognized by the Company for the Company’s pension plan, post-retirement plan (Life and Health), and supplemental employee retirement plans (“SERP”) including the following components: service cost, interest cost, expected return on plan assets for the period, amortization of net retirement plan actuarial loss, and prior service cost recognized.
Components of Net Periodic Benefit Cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits
Three Months Ended
|
|
Life and Health
Three Months Ended
|
|
SERP Benefits
Three Months Ended
|
(In thousands)
|
3/31/2020
|
|
|
3/31/2019
|
|
|
3/31/2020
|
|
|
3/31/2019
|
|
|
3/31/2020
|
|
|
3/31/2019
|
|
Service cost
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
41
|
|
|
$
|
50
|
|
|
$
|
46
|
|
|
$
|
37
|
|
Interest cost
|
641
|
|
|
745
|
|
|
64
|
|
|
73
|
|
|
240
|
|
|
229
|
|
Expected return on plan assets
|
(1,355
|
)
|
|
(1,234
|
)
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
Amortization of net retirement plan actuarial loss
|
350
|
|
|
337
|
|
|
26
|
|
|
0
|
|
|
225
|
|
|
85
|
|
Amortization of net retirement plan prior service (credit) cost
|
(3
|
)
|
|
(3
|
)
|
|
(15
|
)
|
|
(15
|
)
|
|
71
|
|
|
22
|
|
Net periodic benefit (income) cost
|
$
|
(367
|
)
|
|
$
|
(155
|
)
|
|
$
|
116
|
|
|
$
|
108
|
|
|
$
|
582
|
|
|
$
|
373
|
|
The service component of net periodic benefit cost for the Company's benefit plans is recorded as a part of salaries and wages in the consolidated statements of income. All other components are recorded as part of other operating expenses in the consolidated statements of income.
The Company realized approximately $494,000 and $321,000, net of tax, as amortization of amounts previously recognized in accumulated other comprehensive (loss) income, for the three months ended March 31, 2020 and 2019, respectively.
The Company is not required to contribute to the pension plan in 2020, but it may make voluntary contributions. The Company did not contribute to the pension plan in the first three months of 2020 and 2019.
9. Other Income and Operating Expense
Other income and operating expense totals are presented in the table below. Components of these totals exceeding 1% of the aggregate of total noninterest income and total noninterest expenses for any of the years presented below are stated separately.
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
(In thousands)
|
3/31/2020
|
|
|
3/31/2019
|
|
Noninterest Income
|
|
|
|
Other service charges
|
$
|
805
|
|
|
$
|
893
|
|
Increase in cash surrender value of corporate owned life insurance
|
324
|
|
|
643
|
|
Net gain on sale of loans
|
176
|
|
|
94
|
|
Other income
|
799
|
|
|
848
|
|
Total other income
|
$
|
2,104
|
|
|
$
|
2,478
|
|
Noninterest Expenses
|
|
|
|
Marketing expense
|
$
|
941
|
|
|
$
|
1,162
|
|
Professional fees
|
1,835
|
|
|
1,916
|
|
Legal fees
|
222
|
|
|
303
|
|
Technology expense
|
2,863
|
|
|
2,580
|
|
Cardholder expense
|
829
|
|
|
957
|
|
Other expenses
|
5,185
|
|
|
4,587
|
|
Total other operating expense
|
$
|
11,875
|
|
|
$
|
11,505
|
|
10. Revenue Recognition
In addition to revenue from loans and securities, the Company also generates revenues from other services provided as described below.
Insurance Commissions and Fees
Fees are earned upon the effective date of bound coverage, as no significant performance obligation remains after coverage is bound. The Company has historically recognized revenue in this manner, with the noted exception related to installment billing discussed below.
Installment Billing - Agency Bill
Revenue associated with the issuance of policies is recognized upon the effective date of the associated policy regardless of the billing method. Revenue is accrued based upon the completion of the performance obligation creating a current asset for the unbilled revenue until such time as an invoice is generated, typically not to exceed twelve months.
Contingent Commissions
Contingent commissions represent a form of variable consideration associated with the same performance obligation, which is the placement of coverage, for which we earn core commissions. Contingent commissions are estimated with an appropriate constraint applied and accrued relative to the recognition of the corresponding core commissions. The resulting effect on the timing of recognition of contingent commissions will more closely follow a similar pattern as our core commissions with true-ups recognized when payments are received or as additional information that affects the estimate becomes available.
Refund of Commissions
The contract with the insurance carrier dictates the level of commissions paid to the Company that will be refunded to the carrier upon cancellation by the policyholder. As a result, the Company has established a liability for the estimated amount of commission to which the Company does not expect to be entitled, and a corresponding reduction to the gross commission received or receivable. This is updated at the end of each reporting period for changes in circumstances.
Trust & Asset Management
Trust and asset management income is primarily comprised of fees earned from the management and administration of trusts and other customer assets. The Company’s performance obligation is generally satisfied over time and the resulting fees are recognized monthly, based upon the month-end market value of the assets under management and the applicable fee rate. Payment is generally received a few days after month end through a direct charge to the customer's account. The Company does not earn performance-based incentives. Optional services such as real estate sales and tax return preparation services are also available to existing trust and asset management customers. The Company’s performance obligation for these transactional-based services is generally satisfied, and related revenue recognized, at a point in time (i.e., as incurred). Payment is received shortly after services are rendered.
Mutual Fund & Investment Income
Mutual fund and investment income consists of other recurring revenue streams such as commissions from sales of mutual funds and other investments, investment advisory fees from the Company’s Strategic Asset Management Services (SAM) wealth management product. Commissions from the sale of mutual funds and other investments are recognized on trade date, which is when the Company has satisfied its performance obligation. The Company also receives periodic service fees (i.e., trailers) from mutual fund companies typically based on a percentage of net asset value. Trailer revenue is recorded over time, usually monthly or quarterly, as net asset value is determined. Investment advisor fees from the wealth management product is earned over time and based on an annual percentage rate of the net asset value. The investment advisor fees are charged to the customer’s account in advance on the first month of the quarter, and the revenue is recognized over the following three-month period. The Company does engage a third party, LPL Financial, LLC (LPL), to satisfy part of this performance obligation, and therefore this income is reported net of any corresponding expenses paid to LPL.
Service Charges on Deposit Accounts
Service charges on deposit accounts consist of account analysis fees (i.e., net fees earned on analyzed business and public checking accounts), monthly service fees, check orders, and other deposit account related fees. The Company’s performance obligation for account analysis fees and monthly service fees is generally satisfied, and the related revenue recognized, over the period in which the service is provided. Check orders and other deposit account related fees are largely transactional based, and therefore, the Company’s performance obligation is satisfied, and related revenue recognized, at a point in time. Payment for service charges on deposit accounts is primarily received immediately or in the following month through a direct charge to customers’ accounts.
Card Services Income
Fees, exchange, and other service charges are primarily comprised of debit and credit card income, ATM fees, merchant services income, and other service charges. Debit and credit card income is primarily comprised of interchange fees earned whenever the Company’s debit and credit cards are processed through card payment networks such as Mastercard. ATM fees are primarily generated when a Company cardholder uses a non-Company ATM or a non-Company cardholder uses a Company ATM. Merchant services income mainly represents fees charged to merchants to process their debit and credit card transactions, in addition to account management fees. The Company’s performance obligation for fees and exchange are largely satisfied, and related revenue recognized, when the services are rendered or upon completion. Payment is typically received immediately or in the following month.
Other
Other service charges include revenue from processing wire and ACH transfers, lock box service and safe deposit box rental. Both wire transfer fees and lock box services are charged on per item basis. Wire and ACH transfer fees are charged at the time of transfer and charged directly to the customer account. Lock box customers are billed monthly and payments are received in the following month through a direct charge to customers’ accounts. Safe deposit box rental fees are charged to the customer on an annual basis and recognized upon receipt of payment. The Company determined that since rentals and renewals occur fairly consistently over time, revenue is recognized on a basis consistent with the duration of the performance obligation.
The following presents noninterest income, segregated by revenue streams, for the three months ended March 31, 2020 and 2019.
|
|
|
|
|
|
|
|
|
Three Months Ended
|
(In thousands)
|
03/31/2020
|
03/31/2019
|
Noninterest Income
|
|
|
In-scope of Topic 606:
|
|
|
Commissions and Fees
|
$
|
7,385
|
|
$
|
7,099
|
|
Installment Billing
|
|
(30
|
)
|
|
(71
|
)
|
Refund of Commissions
|
|
(127
|
)
|
|
(12
|
)
|
Contract Liabilities/Deferred Revenue
|
|
(4
|
)
|
|
0
|
|
Contingent Commissions
|
|
821
|
|
|
1,029
|
|
Subtotal Insurance Revenues
|
|
8,045
|
|
|
8,045
|
|
Trust and Asset Management
|
|
2,943
|
|
|
2,850
|
|
Mutual Fund & Investment Income
|
|
1,259
|
|
|
1,234
|
|
Subtotal Investment Service Income
|
|
4,202
|
|
|
4,084
|
|
Service Charges on Deposit Accounts
|
|
1,983
|
|
|
1,998
|
|
Card Services Income
|
|
2,183
|
|
|
2,790
|
|
Other
|
|
314
|
|
|
307
|
|
Noninterest Income (in-scope of ASC 606)
|
|
16,727
|
|
|
17,224
|
|
Noninterest Income (out-of-scope of ASC 606)1
|
|
2,233
|
|
|
2,183
|
|
Total Noninterest Income
|
$
|
18,960
|
|
$
|
19,407
|
|
Contract Balances
Receivables primarily consist of amounts due for insurance and wealth management services performed for which the Company's performance obligations have been fully satisfied. Receivables amounted to $3.9 million and $1.8 million, respectively, at March 31, 2020, compared to $4.7 million and $2.0 million, respectively, at December 31, 2019 and were included in other assets in the Condensed Consolidated Statements of Condition.
A contract asset balance occurs when an entity performs a service for a customer before the customer pays consideration (resulting in a contract receivable) or before payment is due (resulting in a contract asset). The Company’s noninterest revenue streams, excluding some insurance commissions and fees, are largely based on transactional activity, or standard month-end revenue accruals such as asset management fees based on month-end market values. Consideration is often received immediately or shortly after the Company satisfies its performance obligation and revenue is recognized. The Company does not typically enter into long-term revenue contracts with customers, and therefore, does not experience significant contract balances. As of March 31, 2020 and December 31, 2019, the Company did not have any significant contract balances.
A contract liability balance is an entity’s obligation to transfer a service to a customer for which the entity has already received payment (or payment is due) from the customer. The Company often receives cash payments from customers in advance of the Company’s performance resulting in contract liabilities. These contract liabilities are classified current or long-term in the Condensed Consolidated Statements of Condition based on the timing of when the Company expects to recognize revenue. As of March 31, 2020 and December 31, 2019, contract liabilities were $629,000 and $2,000,000, respectively, and are included within accrued expenses in the accompanying Condensed Consolidated Statements of Condition. The liabilities include premiums due to insurance carriers in addition to unearned commission revenue.
The decrease in the contract liability balance during the three-month period ended March 31, 2020 is primarily as a result of billings and cash payments received in advance of satisfying performance obligations, offset by insurance premiums and revenue recognized during the period that was included in the contract liability balance at the date of adoption.
Contract Acquisition Costs
The Company is required to capitalize, and subsequently amortize into expense, certain incremental costs of obtaining a contract with a customer if these costs are expected to be recovered. The incremental costs of obtaining a contract are those costs that an entity incurs to obtain a contract with a customer that it would not have incurred if the contract had not been obtained (for example, sales commission). The Company utilizes the practical expedient which allows entities to immediately expense contract acquisition costs when the asset that would have resulted from capitalizing these costs would have been amortized in one year or less.
11. Financial Guarantees
The Company currently does not issue any guarantees that would require liability recognition or disclosure, other than standby letters of credit. The Company extends standby letters of credit to its customers in the normal course of business. The standby letters of credit are generally short-term. As of March 31, 2020, the Company’s maximum potential obligation under standby letters of credit was $33.1 million compared to $30.5 million at December 31, 2019. Management uses the same credit policies to extend standby letters of credit that it uses for on-balance sheet lending decisions and may require collateral to support standby letters of credit based upon its evaluation of the counterparty. Management does not anticipate any significant losses as a result of these transactions, and has determined that the fair value of standby letters of credit is not significant.
12. Segment and Related Information
The Company manages its operations through three reportable business segments in accordance with the standards set forth in FASB ASC 280, “Segment Reporting”: (i) banking (“Banking”), (ii) insurance (“Tompkins Insurance”) and (iii) wealth management (“Tompkins Financial Advisors”). The Company’s insurance services and wealth management services, other than trust services, are managed separately from the Banking segment.
Banking
The Banking segment is primarily comprised of the Company’s four banking subsidiaries: Tompkins Trust Company, a commercial bank with fourteen banking offices located in Ithaca, NY and surrounding communities; The Bank of Castile (DBA Tompkins Bank of Castile), a commercial bank with sixteen banking offices located in the Genesee Valley region of New York State as well as Monroe County; Mahopac Bank (DBA Tompkins Mahopac Bank), a commercial bank with fourteen full-service banking offices located in the counties north of New York City; and VIST Bank (DBA Tompkins VIST Bank), a banking organization with twenty banking offices headquartered and operating in the areas surrounding southeastern Pennsylvania.
Insurance
The Company provides property and casualty insurance services and employee benefits consulting through Tompkins Insurance Agencies, Inc., a 100% wholly-owned subsidiary of the Company, headquartered in Batavia, New York. Tompkins Insurance is an independent insurance agency, representing many major insurance carriers and provides employee benefit consulting to employers in Western and Central New York and Southeastern Pennsylvania, assisting them with their medical, group life insurance and group disability insurance. Tompkins Insurance has five stand-alone offices in Western New York.
Wealth Management
The Wealth Management segment is generally organized under the Tompkins Financial Advisors brand. Tompkins Financial Advisors offers a comprehensive suite of financial services to customers, including trust and estate services, investment management and financial and insurance planning for individuals, corporate executives, small business owners and high net worth individuals. Tompkins Financial Advisors has offices in each of the Company’s four subsidiary banks.
Summarized financial information concerning the Company’s reportable segments and the reconciliation to the Company’s consolidated results is shown in the following table. Investment in subsidiaries is netted out of the presentations below. The “Intercompany” column identifies the intercompany activities of revenues, expenses and other assets between the banking, insurance and wealth management services segments. The Company accounts for intercompany fees and services at an estimated fair value according to regulatory requirements for the services provided. Intercompany items relate primarily to the use of human resources, information systems, accounting and marketing services provided by any of the banks and the holding company. All other accounting policies are the same as those described in the summary of significant accounting policies in the 2019 Annual Report on Form 10-K.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of and for the three months ended March 31, 2020
|
(In thousands)
|
Banking
|
|
Insurance
|
|
Wealth Management
|
|
Intercompany
|
|
Consolidated
|
Interest income
|
$
|
63,199
|
|
|
$
|
1
|
|
|
$
|
0
|
|
|
$
|
(1
|
)
|
|
$
|
63,199
|
|
Interest expense
|
10,231
|
|
|
0
|
|
|
0
|
|
|
(1
|
)
|
|
10,230
|
|
Net interest income
|
52,968
|
|
|
1
|
|
|
0
|
|
|
0
|
|
|
52,969
|
|
Provision for credit loss expense
|
16,294
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
16,294
|
|
Noninterest income
|
6,992
|
|
|
8,150
|
|
|
4,374
|
|
|
(556
|
)
|
|
18,960
|
|
Noninterest expense
|
36,689
|
|
|
6,562
|
|
|
3,045
|
|
|
(556
|
)
|
|
45,740
|
|
Income before income tax expense
|
6,977
|
|
|
1,589
|
|
|
1,329
|
|
|
0
|
|
|
9,895
|
|
Income tax expense
|
1,157
|
|
|
430
|
|
|
322
|
|
|
0
|
|
|
1,909
|
|
Net Income attributable to noncontrolling interests and Tompkins Financial Corporation
|
5,820
|
|
|
1,159
|
|
|
1,007
|
|
|
0
|
|
|
7,986
|
|
Less: Net income attributable to noncontrolling interests
|
37
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
37
|
|
Net Income attributable to Tompkins Financial Corporation
|
$
|
5,783
|
|
|
$
|
1,159
|
|
|
$
|
1,007
|
|
|
$
|
0
|
|
|
$
|
7,949
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
$
|
2,485
|
|
|
$
|
59
|
|
|
$
|
10
|
|
|
$
|
0
|
|
|
$
|
2,554
|
|
Assets
|
6,690,574
|
|
|
41,444
|
|
|
24,562
|
|
|
(13,466
|
)
|
|
6,743,114
|
|
Goodwill
|
64,585
|
|
|
19,866
|
|
|
7,996
|
|
|
0
|
|
|
92,447
|
|
Other intangibles, net
|
2,972
|
|
|
2,741
|
|
|
134
|
|
|
0
|
|
|
5,847
|
|
Net loans and leases
|
4,885,418
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
4,885,418
|
|
Deposits
|
5,422,258
|
|
|
0
|
|
|
0
|
|
|
(12,895
|
)
|
|
5,409,363
|
|
Total Equity
|
627,223
|
|
|
32,632
|
|
|
22,742
|
|
|
0
|
|
|
682,597
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of and for the three months ended March 31, 2019
|
(In thousands)
|
Banking
|
|
Insurance
|
|
Wealth
Management
|
|
Intercompany
|
|
Consolidated
|
Interest income
|
$
|
64,929
|
|
|
$
|
1
|
|
|
$
|
0
|
|
|
$
|
(2
|
)
|
|
$
|
64,928
|
|
Interest expense
|
13,016
|
|
|
0
|
|
|
0
|
|
|
(2
|
)
|
|
13,014
|
|
Net interest income
|
51,913
|
|
|
1
|
|
|
0
|
|
|
0
|
|
|
51,914
|
|
Provision for credit loss expense
|
445
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
445
|
|
Noninterest income
|
7,568
|
|
|
8,148
|
|
|
4,198
|
|
|
(507
|
)
|
|
19,407
|
|
Noninterest expense
|
35,327
|
|
|
6,277
|
|
|
3,112
|
|
|
(507
|
)
|
|
44,209
|
|
Income before income tax expense
|
23,709
|
|
|
1,872
|
|
|
1,086
|
|
|
0
|
|
|
26,667
|
|
Income tax expense
|
4,834
|
|
|
490
|
|
|
271
|
|
|
0
|
|
|
5,595
|
|
Net Income attributable to noncontrolling interests and Tompkins Financial Corporation
|
18,875
|
|
|
1,382
|
|
|
815
|
|
|
0
|
|
|
21,072
|
|
Less: Net income attributable to noncontrolling interests
|
32
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
32
|
|
Net Income attributable to Tompkins Financial Corporation
|
$
|
18,843
|
|
|
$
|
1,382
|
|
|
$
|
815
|
|
|
$
|
0
|
|
|
$
|
21,040
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
$
|
2,414
|
|
|
$
|
56
|
|
|
$
|
10
|
|
|
$
|
0
|
|
|
$
|
2,480
|
|
Assets
|
6,689,882
|
|
|
41,156
|
|
|
21,573
|
|
|
(13,892
|
)
|
|
6,738,719
|
|
Goodwill
|
64,370
|
|
|
19,702
|
|
|
8,211
|
|
|
0
|
|
|
92,283
|
|
Other intangibles, net
|
4,019
|
|
|
3,051
|
|
|
196
|
|
|
0
|
|
|
7,266
|
|
Net loans and leases
|
4,749,372
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
4,749,372
|
|
Deposits
|
5,003,696
|
|
|
0
|
|
|
0
|
|
|
(13,771
|
)
|
|
4,989,925
|
|
Total Equity
|
593,791
|
|
|
33,774
|
|
|
19,702
|
|
|
0
|
|
|
647,267
|
|
13. Fair Value Measurements
FASB ASC Topic 820, Fair Value Measurements and Disclosures, defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. FASB ASC Topic 820 also establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Transfers between levels, when determined to be appropriate, are recognized at the end of each reporting period.
The three levels of the fair value hierarchy under FASB ASC Topic 820 are:
Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2 – Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability;
Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).
The following table summarizes financial assets and financial liabilities measured at fair value on a recurring basis as of March 31, 2020 and December 31, 2019, segregated by the level of valuation inputs within the fair value hierarchy used to measure fair value.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recurring Fair Value Measurements
|
|
|
|
|
|
|
|
March 31, 2020
|
|
|
|
|
|
|
|
(In thousands)
|
Total
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
Available-for-sale debt securities
|
|
|
|
|
|
|
|
U.S. Treasuries
|
$
|
1,750
|
|
|
$
|
0
|
|
|
$
|
1,750
|
|
|
$
|
0
|
|
Obligations of U.S. Government sponsored entities
|
313,428
|
|
|
0
|
|
|
313,428
|
|
|
0
|
|
Obligations of U.S. states and political subdivisions
|
102,484
|
|
|
0
|
|
|
102,484
|
|
|
0
|
|
Mortgage-backed securities – residential, issued by:
|
|
|
|
|
|
|
|
U.S. Government agencies
|
174,515
|
|
|
0
|
|
|
174,515
|
|
|
0
|
|
U.S. Government sponsored entities
|
758,027
|
|
|
0
|
|
|
758,027
|
|
|
0
|
|
U.S. corporate debt securities
|
2,433
|
|
|
0
|
|
|
2,433
|
|
|
0
|
|
Total Available-for-sale debt securities
|
$
|
1,352,637
|
|
|
$
|
0
|
|
|
$
|
1,352,637
|
|
|
$
|
0
|
|
Equity securities, at fair value
|
$
|
930
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
930
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recurring Fair Value Measurements
|
|
|
|
|
|
|
|
December 31, 2019
|
|
|
|
|
|
|
|
(In thousands)
|
Total
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
Available-for-sale debt securities
|
|
|
|
|
|
|
|
U.S. Treasuries
|
$
|
1,840
|
|
|
$
|
0
|
|
|
$
|
1,840
|
|
|
$
|
0
|
|
Obligations of U.S. Government sponsored entities
|
372,488
|
|
|
0
|
|
|
372,488
|
|
|
0
|
|
Obligations of U.S. states and political subdivisions
|
97,785
|
|
|
0
|
|
|
97,785
|
|
|
0
|
|
Mortgage-backed securities – residential, issued by:
|
|
|
|
|
|
|
|
U.S. Government agencies
|
164,451
|
|
|
0
|
|
|
164,451
|
|
|
0
|
|
U.S. Government sponsored entities
|
659,590
|
|
|
0
|
|
|
659,590
|
|
|
0
|
|
U.S. corporate debt securities
|
2,433
|
|
|
0
|
|
|
2,433
|
|
|
0
|
|
Total Available-for-sale debt securities
|
$
|
1,298,587
|
|
|
$
|
0
|
|
|
$
|
1,298,587
|
|
|
$
|
0
|
|
Equity securities, at fair value
|
$
|
915
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
915
|
|
Securities: Fair values for U.S. Treasury securities are based on quoted market prices. Fair values for obligations of U.S. government sponsored entities, mortgage-backed securities-residential, obligations of U.S. states and political subdivisions, and U.S. corporate debt securities are based on quoted market prices, where available, as provided by third party pricing vendors. If quoted market prices were not available, fair values are based on quoted market prices of comparable instruments in active markets and/or based upon matrix pricing methodology, which uses comprehensive interest rate tables to determine market price, movement and yield relationships. These securities are reviewed periodically to determine if there are any events or changes in circumstances that would adversely affect their value.
The change in the fair value of equity securities valued using significant unobservable inputs (level 3), between December 31, 2019 and March 31, 2020, was immaterial.
There were no transfers between Levels 1, 2 and 3 for the three months ended March 31, 2020.
The Company determines fair value for its available-for-sale debt securities using an independent bond pricing service for identical assets or very similar securities. The Company determines fair value for its equity securities based on the underlying equity fund’s pricing and valuation procedures which consider recent sales price, market quotations from a pricing service, or market quotes from an independent broker-dealer. The Company has reviewed the pricing sources, including methodologies used, and finds them to be fairly stated.
Certain assets are measured at fair value on a nonrecurring basis. For the Company, these include loans held for sale, collateral dependent evaluated loans, and other real estate owned (“OREO”). During the first quarter of 2020, certain collateral dependent evaluated loans were remeasured and reported at fair value through a specific valuation allowance and/or partial charge-offs for credit losses based upon the fair value of the underlying collateral. Collateral values are estimated using Level 2 inputs based upon observable market data. In addition to collateral dependent evaluated loans, certain other real estate owned were remeasured and reported at fair value based upon the fair value of the underlying collateral. The fair values of other real estate owned are estimated using Level 2 inputs based on observable market data or Level 3 inputs based on customized discounting criteria. In general, the fair values of other real estate owned are based upon appraisals, with discounts made to reflect estimated costs to sell the real estate. Upon initial recognition, fair value write-downs are taken through a charge-off to the allowance for credit losses. Subsequent fair value write-downs on other real estate owned are reported in other noninterest expense.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, 2020
|
(in thousands)
|
|
|
Fair value measurements at reporting
date using:
|
|
Gain (losses)
from fair
value changes
|
Assets:
|
As of 03/31/2020
|
|
Quoted prices in
active markets for
identical assets
(Level 1)
|
|
Significant other
observable inputs
(Level 2)
|
|
Significant
unobservable inputs
(Level 3)
|
|
Three months ended 03/31/2020
|
Individually evaluated
|
$
|
4,893
|
|
|
$
|
0
|
|
|
$
|
4,893
|
|
|
$
|
0
|
|
|
$
|
(1,290
|
)
|
Other real estate owned
|
220
|
|
|
0
|
|
|
220
|
|
|
0
|
|
|
(52
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, 2019
|
(in thousands)
|
|
|
Fair value measurements at reporting
date using:
|
|
Gain (losses)
from fair
value changes
|
Assets:
|
As of 03/31/2019
|
|
Quoted prices in
active markets for
identical assets
(Level 1)
|
|
Significant other
observable inputs
(Level 2)
|
|
Significant
unobservable inputs
(Level 3)
|
|
Three months ended 03/31/2019
|
Individually evaluated
|
$
|
4,786
|
|
|
$
|
0
|
|
|
$
|
4,786
|
|
|
$
|
0
|
|
|
$
|
(3,571
|
)
|
Other real estate owned
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments at March 31, 2020 and December 31, 2019. The carrying amounts shown in the table are included in the Consolidated Statements of Condition under the indicated captions.
The fair value estimates, methods and assumptions set forth below for the Company's financial instruments, including those financial instruments carried at cost, are made solely to comply with disclosures required by U.S. GAAP and should be read in conjunction with the financial statements and notes included herein.
For collateral dependent loans where the Company has determined that foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and the Company expects repayment of the loan to be provided substantially through the operation or sale of the collateral, the ACL is measured based on the difference between the fair value of the collateral and the amortized cost basis of the loan as of the measurement date. For real estate loans, fair value of the loan’s collateral is determined by third party appraisals, which are then adjusted for the estimated selling and closing costs related to liquidation of the collateral. For this asset class, the actual valuation methods (income, sales comparable, or cost) vary based on the status of the project or property. For example, land is generally based on the sales comparable method while construction is based on the income and/or sales comparable methods. The unobservable inputs may vary depending on the individual assets with no one of the three methods
being the predominant approach. The Company reviews the third party appraisal for appropriateness and adjusts the value downward to consider selling and closing costs, which typically range from 5% to 8% of the appraised value. For non-real estate loans, fair value of the loan’s collateral may be determined using an appraisal, net book value per the borrower’s financial statements, or aging reports, adjusted or discounted based on management’s historical knowledge, changes in market conditions from the time of the valuation, and management’s expertise and knowledge of the client and client’s business.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Fair Value of Financial Instruments
|
|
|
March 31, 2020
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
Carrying
Amount
|
|
Fair Value
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
Financial Assets:
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
$
|
115,263
|
|
|
$
|
115,263
|
|
|
$
|
115,263
|
|
|
$
|
0
|
|
|
$
|
0
|
|
FHLB and other stock
|
24,212
|
|
|
24,212
|
|
|
0
|
|
|
24,212
|
|
|
0
|
|
Accrued interest receivable
|
18,007
|
|
|
18,007
|
|
|
0
|
|
|
18,007
|
|
|
0
|
|
Loans/leases, net1
|
4,885,418
|
|
|
4,834,400
|
|
|
0
|
|
|
4,893
|
|
|
4,829,507
|
|
|
|
|
|
|
|
|
|
|
|
Financial Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Time deposits
|
$
|
708,933
|
|
|
$
|
716,275
|
|
|
$
|
0
|
|
|
$
|
716,275
|
|
|
$
|
0
|
|
Other deposits
|
4,700,430
|
|
|
4,700,430
|
|
|
0
|
|
|
4,700,430
|
|
|
0
|
|
Fed funds purchased and securities sold
|
|
|
|
|
|
|
|
|
|
under agreements to repurchase
|
68,993
|
|
|
68,993
|
|
|
0
|
|
|
68,993
|
|
|
0
|
|
Other borrowings
|
457,983
|
|
|
466,974
|
|
|
0
|
|
|
466,974
|
|
|
0
|
|
Trust preferred debentures
|
17,078
|
|
|
20,138
|
|
|
0
|
|
|
20,138
|
|
|
0
|
|
Accrued interest payable
|
2,244
|
|
|
2,244
|
|
|
0
|
|
|
2,244
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Fair Value of Financial Instruments
|
December 31, 2019
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
Carrying
Amount
|
|
Fair Value
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
Financial Assets:
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
$
|
137,982
|
|
|
$
|
137,982
|
|
|
$
|
137,982
|
|
|
$
|
0
|
|
|
$
|
0
|
|
FHLB and other stock
|
33,695
|
|
|
33,695
|
|
|
0
|
|
|
33,695
|
|
|
0
|
|
Accrued interest receivable
|
19,293
|
|
|
19,293
|
|
|
0
|
|
|
19,293
|
|
|
0
|
|
Loans/leases, net1
|
4,877,658
|
|
|
4,798,268
|
|
|
0
|
|
|
14,050
|
|
|
4,784,218
|
|
|
|
|
|
|
|
|
|
|
|
Financial Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Time deposits
|
$
|
675,014
|
|
|
$
|
677,205
|
|
|
$
|
0
|
|
|
$
|
677,205
|
|
|
$
|
0
|
|
Other deposits
|
4,537,907
|
|
|
4,537,907
|
|
|
0
|
|
|
4,537,907
|
|
|
0
|
|
Fed funds purchased and securities
|
|
|
|
|
|
|
|
|
|
sold under agreements to repurchase
|
60,346
|
|
|
60,346
|
|
|
0
|
|
|
60,346
|
|
|
0
|
|
Other borrowings
|
658,100
|
|
|
659,895
|
|
|
0
|
|
|
659,895
|
|
|
0
|
|
Trust preferred debentures
|
17,035
|
|
|
21,904
|
|
|
0
|
|
|
21,904
|
|
|
0
|
|
Accrued interest payable
|
2,486
|
|
|
2,486
|
|
|
0
|
|
|
2,486
|
|
|
0
|
|
1 Lease receivables, although excluded from the scope of ASC Topic 825, are included in the estimated fair value amounts at their carrying value.
The following methods and assumptions were used in estimating fair value disclosures for financial instruments.
Cash and Cash Equivalents: The carrying amounts reported in the Consolidated Statements of Condition for cash, noninterest-bearing deposits, money market funds, and Federal funds sold approximate the fair value of those assets.
Loans and Leases: Fair value for loans are calculated using an exit price notion. The Company's valuation methodology takes into account factors such as estimated cash flows, including contractual cash flow and assumptions for prepayments; liquidity risk; and credit risk. The fair values of residential loans were estimated using discounted cash flow analyses, based upon available market benchmarks for rates and prepayment assumptions. The fair values of commercial and consumer loans were estimated using discounted cash flow analyses, based upon interest rates currently offered for loans and leases with similar terms and credit quality. The fair values of loans held for sale were determined based upon contractual prices for loans with similar characteristics.
FHLB Stock: The carrying amount of FHLB stock approximates fair value. If the stock is redeemed, the Company will receive an amount equal to the par value of the stock. For miscellaneous equity securities, carrying value is cost.
Accrued Interest Receivable and Accrued Interest Payable: The carrying amount of these short term instruments approximate fair value.
Deposits: The fair values disclosed for noninterest bearing accounts and accounts with no stated maturities are equal to the amount payable on demand at the reporting date. The fair value of time deposits is based upon discounted cash flow analyses using rates offered for FHLB advances, which is the Company’s primary alternative source of funds.
Securities Sold Under Agreements to Repurchase: The carrying amounts of repurchase agreements and other short-term borrowings approximate their fair values. Fair values of long-term borrowings are estimated using a discounted cash flow approach, based on current market rates for similar borrowings. For securities sold under agreements to repurchase where the Company has elected the fair value option, the Company also receives pricing information from third parties, including the FHLB.
Other Borrowings: The fair values of other borrowings are estimated using discounted cash flow analysis, discounted at the Company’s current incremental borrowing rate for similar borrowing arrangements. For other borrowings where the Company has elected the fair value option, the Company also receives pricing information from third parties, including the FHLB.
Fair values of borrowings are estimated using Level 2 inputs based upon observable market data. The Company determines fair value for its borrowings using a discounted cash flow technique based upon expected cash flows and current spreads on FHLB advances with the same structure and terms. The Company also receives pricing information from third parties, including the FHLB. The pricing obtained is considered representative of the transfer price if the liabilities were assumed by a third party.
Trust Preferred Debentures: The fair value of the trust preferred debentures has been estimated using a discounted cash flow analysis which uses a discount factor of a market spread over current interest rates for similar instruments.
14. Leasing
In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842),” and subsequent amendments, which replaced existing lease guidance in GAAP and requires lessees to recognize right-of-use (ROU) assets and lease liabilities on the Consolidated Statement of Condition for leases greater than twelve months and disclose key information about leasing arrangements. We adopted the standard on January 1, 2019 using the modified retrospective method and used the effective date as our date of initial application. There were no adjustments to “Retained earnings” on adoption. The new standard provides a number of optional practical expedients for transition. We elected the package of practical expedients under the transition guidance which permitted us not to reassess under the new standard our prior conclusions for lease identification and lease classification on expired or existing contracts and whether initial direct costs previously capitalized would qualify for capitalization under FASB Accounting Standards Codification (ASC) 842. We did not elect the hindsight practical expedient to determine the reasonably certain lease term for existing leases.
The new standard also provides practical expedients and recognition exemptions for an entity’s ongoing accounting policy elections. We are committed under short and long-term lease agreements for branch and ATM locations. Some of these agreements contain variable payment provisions that depend on an index or rate, initially measured using the index or rate at the lease commencement date, and are therefore not included in our future minimum lease payments. These variable lease agreements include usage-based payments for utilities, taxes, janitorial services and building maintenance. Our long-term lease agreements do not contain any material restrictive covenants.
Our property leases have remaining terms of less than 1 year to 22 years. Some of these leases may include options to extend the leases for up to 29 years, and some may include options to terminate the leases within 30 days. The Company’s lease agreements often include one or more options to renew at the Company’s discretion. If at lease inception, the Company considers the exercising of a renewal option to be reasonably certain, the Company will include the extended term in the calculation of the ROU asset and lease liability.
Operating lease amounts included in the Consolidated Statement of Condition are as follows:
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
March 31, 2020
|
December 31, 2019
|
Assets
|
Classification
|
|
|
ROU assets
|
Other assets
|
$
|
33,231
|
|
$
|
33,501
|
|
|
|
|
|
Liabilities
|
|
|
|
Current lease liabilities
|
Other liabilities
|
$
|
3,188
|
|
$
|
3,256
|
|
Non-current lease liabilities
|
Other liabilities
|
32,450
|
|
32,666
|
|
Total lease liabilities
|
|
$
|
35,638
|
|
$
|
35,922
|
|
The components of operating lease expense, primarily included in “Net occupancy expense of premises,” were as follows:
|
|
|
|
|
|
|
|
|
(In thousands)
|
Three Months Ended
March 31, 2020
|
Three Months Ended
March 31, 2019
|
Lease Costs
|
|
|
Operating lease cost
|
$
|
1,174
|
|
$
|
1,142
|
|
Variable lease cost
|
164
|
|
96
|
|
Short-term lease cost
|
0
|
|
0
|
|
Sublease income
|
(8
|
)
|
(8
|
)
|
Total lease cost
|
$
|
1,330
|
|
$
|
1,230
|
|
At March 31, 2020, we did not have any material finance lease assets or liabilities.
Other information related to operating leases was as follows:
|
|
|
|
|
|
|
|
|
(In thousands)
|
Three Months Ended March 31, 2020
|
Three Months Ended March 31, 2019
|
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
Operating cash flows from operating leases
|
$
|
1,189
|
|
$
|
1,159
|
|
Weighted-average remaining lease term on operating leases
|
13.72 years
|
|
14.12 years
|
|
Weighted-average discount rates on operating leases
|
3.53
|
%
|
3.53
|
%
|
ROU assets obtained in exchange for lease liabilities
|
549
|
|
35,706
|
|
Future minimum lease payments under operating leases were as follows:
|
|
|
|
|
|
(In thousands)
|
Operating Leases
|
Nine Months 2020
|
$
|
3,326
|
|
2021
|
4,163
|
|
2022
|
4,117
|
|
2023
|
3,876
|
|
2024
|
3,742
|
|
2025 and subsequent years
|
26,979
|
|
Total lease payments
|
$
|
46,203
|
|
Less: Interest
|
(10,565
|
)
|
Present value of lease liabilities
|
$
|
35,638
|
|