UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
| | | | | | | | |
| ☒ | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |
| For the quarterly period ended June 30, 2020March 31, 2021 | |
| | | | | | | | |
| ☐ | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |
| For the transition period from to . | |
001-35542
(Commission File number)
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | |
| Pennsylvania | | 27-2290659 | |
| (State or other jurisdiction of incorporation or organization) | | (IRS Employer Identification No.) | |
701 Reading Avenue
West Reading PA 19611
(Address of principal executive offices)
(610) 933-2000
(Registrant’s telephone number, including area code)
1015 Penn Avenue
Suite 103
Wyomissing, PA 19610N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
| Title of Each Class | | Trading Symbols | | Name of Each Exchange on which Registered |
| Voting Common Stock, par value $1.00 per share | | CUBI | | New York Stock Exchange |
Fixed-to-Floating Rate Non-Cumulative Perpetual
Preferred Stock, Series C, par value $1.00 per share | | CUBI/PC | | New York Stock Exchange |
Fixed-to-Floating Rate Non-Cumulative Perpetual
Preferred Stock, Series D, par value $1.00 per share | | CUBI/PD | | New York Stock Exchange |
Fixed-to-Floating Rate Non-Cumulative Perpetual
Preferred Stock, Series E, par value $1.00 per share | | CUBI/PE | | New York Stock Exchange |
Fixed-to-Floating Rate Non-Cumulative Perpetual
Preferred Stock, Series F, par value $1.00 per share | | CUBI/PF | | New York Stock Exchange |
| 5.375% Subordinated Notes due 2034 | | CUBB | | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
| | | | | | | | | | | | | | | | | | | | |
| Large accelerated filer | | xo | | Accelerated filerFiler | | ox |
| | | | | | |
| Non-accelerated filer | | o | | Smaller Reporting Company | | ☐ |
| | | | | | |
| | | | Emerging Growth Company | | ☐ |
| | | | | | |
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | | | | | | o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No x
________________________________________
On July 31, 2020, 31,514,485April 30, 2021, 32,266,264 shares of Voting Common Stock were outstanding.
CUSTOMERS BANCORP, INC. AND SUBSIDIARIES
Table of Contents
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Ex-31.1 | | |
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Ex-32.1 | | |
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Ex-32.2 | | |
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Ex-101 | | |
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GLOSSARY OF ABBREVIATIONS AND ACRONYMS
The following list of abbreviations and acronyms may be used throughout this Report, including Management’s Discussion and Analysis of Financial Condition and Results of Operations, the Unaudited Consolidated Financial Statements and the Notes to the Unaudited Consolidated Financial Statements.
| | | | | |
2004 Plan | 2012 Amendment and Restatement of the Customers Bancorp, Inc. Amended and Restated 2004 Incentive Equity and Deferred Compensation Plan |
2010 Plan | 2010 Stock Option Plan |
2019 Plan | 2019 Stock Incentive Plan |
| ACL | Allowance for credit losses |
| AFS | Available for sale |
| ASC | Accounting Standards Codification |
ALLL | Allowance for loan and lease losses |
| AOCI | Accumulated other comprehensive income |
| ASU | Accounting Standards Update |
| ATM | Automated teller machine |
| Bancorp | Customers Bancorp, Inc. |
| Bank | Customers Bank |
| BBB spread | BBB rated corporate bond spreads to U.S. Treasury securities |
BHCA | Bank Holding Company Act of 1956, as amended |
| BMT | BankMobile Technologies, Inc. |
| BM Technologies | BM Technologies, Inc. |
| BOLI | Bank-owned life insurance |
| |
BRRPCAA | Bonus Recognition and Retention ProgramThe Consolidated Appropriations Act, 2021 |
| CARES Act | Coronavirus Aid, Relief and Economic Security Act |
| CCF | Customers Commercial Finance, LLC |
| CECL | Current expected credit loss |
CEOCompany | Chief Executive OfficerCustomers Bancorp, Inc. and subsidiaries |
CFO | Chief Financial Officer |
CFPB | Consumer Financial Protection Bureau |
COSO | Committee of Sponsoring Organizations of the Treadway Commission |
| |
| COVID-19 | Coronavirus Disease 2019 |
CRA | Community Reinvestment Act |
| CPI | Consumer Price Index |
| CUBI | Symbol for Customers Bancorp, Inc. common stock traded on the NYSE |
| Customers | Customers Bancorp, Inc. and Customers Bank, collectively |
| Customers Bancorp | Customers Bancorp, Inc. |
| DCF | Discounted cash flow |
| Department | Pennsylvania Department of Banking and Securities |
| |
DIFDisbursement Business | Deposit Insurance FundOne Account Student Checking and Refund Management Disbursement Services Business |
Dodd-Frank Act | Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 |
DOEED | United StatesU.S. Department of Education |
EGRRCPA | The Economic Growth, Regulatory Relief, and Consumer Protection Act of 2018 |
| EPS | Earnings per share |
| |
ESPPERISA | The Employee Stock Purchase PlanRetirement Income Security Act of 1974 |
| EVE | Economic value of equity |
FASBExchange Act | Financial Accounting Standards BoardSecurities Exchange Act of 1934 |
| |
| FDIC | Federal Deposit Insurance Corporation |
| |
FDICIAFed Funds | Federal Deposit Insurance Corporation Improvement Act of 1991Reserve Board's Effective Federal Funds Rate |
| Federal Reserve Board | Board of Governors of the Federal Reserve System |
FERPA | Family Educational Rights and Privacy Act of 1975 |
| FHA | Federal Housing Administration |
| FHLB | Federal Home Loan Bank |
| |
| FPRD | Final Program Review Determination |
| FRB | Federal Reserve Bank of Philadelphia |
FTC Act | Federal Trade Commission Act |
| GDP | Gross domestic product |
| GNMA | Government National Mortgage Association |
GLBA | Gramm-Leach-Bliley Act of 1999 |
HECMHigher One | Home Equity Conversion MortgageHigher One Holdings, Inc. |
| HTM | Held to maturity |
| Interest-only GNMA securities | Interest-only classes of Ginnie Mae guaranteed home equity conversation mortgage-backed securities |
| | | | | |
| IRS | Internal Revenue Service |
Legacy Loans | Total 2009 and prior loans |
| LIBOR | London Interbank Offered Rate |
LIHTC | Low-Income Housing Tax Credit |
| LPO | Limited Purpose Office |
| MFAC | Megalith Financial Acquisition Corp. |
| MMDA | Money market deposit accounts |
| NIM | Net interest margin, tax equivalent |
| NM | Not meaningful |
Non-QM | Non-qualified mortgage |
NPA | Non-performing asset |
| NPL | Non-performing loan |
NPRM | Notice of Proposed Rulemaking |
| NYSE | New York Stock Exchange |
OCC | Office of the Comptroller of the Currency |
| OCI | Other comprehensive income |
OFAC | Office of Foreign Assets Control |
OIS | Overnight index swap |
Order | Federal Deposit Insurance Act, as amended |
| OREO | Other real estate owned |
OTTI | Other-than-temporary impairment |
PATRIOT Act | Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 |
PCAOB | Public Accounting Oversight Board (United States) |
| PCD | Purchased with Credit DeteriorationCredit-Deteriorated |
| | | | | |
| PCI | Purchased Credit-Impaired |
| PPP | Paycheck Protection Program |
| PPPLF | FRB Paycheck Protection Program Liquidity Facility |
| Rate Shocks | Interest rates rising or falling immediately |
| ROU | Right-of-use |
SAB | Staff Accounting Bulletin |
SAG | Special Assets Group |
Sales Agreement | At Market Issuance Sales Agreement between Customers Bancorp and FBR Capital Markets & Co., Keefe, Bruyette & Woods, Inc. and Maxim Group LLC |
| SBA | Small Business Administration |
| SBA loans | Loans originated pursuant to the rules and regulations of the SBA |
| SEC | U.S. Securities and Exchange Commission |
| Securities Act | Securities Act of 1933, as amended |
| Series C Preferred Stock | Fixed-to-floating rate non-cumulative perpetual preferred stock, series C |
| Series D Preferred Stock | Fixed-to-floating rate non-cumulative perpetual preferred stock, series D |
| Series E Preferred Stock | Fixed-to-floating rate non-cumulative perpetual preferred stock, series E |
| Series F Preferred Stock | Fixed-to-floating rate non-cumulative perpetual preferred stock, series F |
| |
| |
| |
| TDR | Troubled debt restructuring |
| TRAC | Terminal Rental Adjustment Clause |
| UCC | Uniform Commercial Code |
| |
| U.S. GAAP | Accounting principles generally accepted in the United States of America |
VA | United States Department of Veterans Affairs |
CUSTOMERS BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET — UNAUDITED
(amounts in thousands, except share and per share data)
| | | June 30,
2020 | | December 31,
2019 | | March 31,
2021 | | December 31,
2020 |
| ASSETS | ASSETS | | | | ASSETS | | | |
| Cash and due from banks | Cash and due from banks | $ | 44,577 | | | $ | 33,095 | | Cash and due from banks | $ | 3,123 | | | $ | 78,090 | |
| Interest earning deposits | Interest earning deposits | 1,022,753 | | | 179,410 | | Interest earning deposits | 512,241 | | | 615,264 | |
| Cash and cash equivalents | Cash and cash equivalents | 1,067,330 | | | 212,505 | | Cash and cash equivalents | 515,364 | | | 693,354 | |
| Investment securities, at fair value | Investment securities, at fair value | 681,382 | | | 595,876 | | Investment securities, at fair value | 1,441,904 | | | 1,210,285 | |
| | Loans held for sale (includes $21,107 and $2,130, respectively, at fair value) | 464,164 | | | 486,328 | | |
| Loans held for sale (includes $1,205 and $5,509, respectively, at fair value) | | Loans held for sale (includes $1,205 and $5,509, respectively, at fair value) | 46,106 | | | 79,086 | |
| Loans receivable, mortgage warehouse, at fair value | Loans receivable, mortgage warehouse, at fair value | 2,793,164 | | | 2,245,758 | | Loans receivable, mortgage warehouse, at fair value | 3,407,622 | | | 3,616,432 | |
| Loans receivable, PPP | Loans receivable, PPP | 4,760,427 | | | — | | Loans receivable, PPP | 5,178,089 | | | 4,561,365 | |
| Loans and leases receivable | Loans and leases receivable | 7,272,447 | | | 7,318,988 | | Loans and leases receivable | 7,536,489 | | | 7,575,368 | |
| Allowance for credit losses on loans and leases | Allowance for credit losses on loans and leases | (159,905) | | | (56,379) | | Allowance for credit losses on loans and leases | (128,736) | | | (144,176) | |
| Total loans and leases receivable, net of allowance for credit losses on loans and leases | Total loans and leases receivable, net of allowance for credit losses on loans and leases | 14,666,133 | | | 9,508,367 | | Total loans and leases receivable, net of allowance for credit losses on loans and leases | 15,993,464 | | | 15,608,989 | |
| FHLB, Federal Reserve Bank, and other restricted stock | FHLB, Federal Reserve Bank, and other restricted stock | 91,023 | | | 84,214 | | FHLB, Federal Reserve Bank, and other restricted stock | 69,420 | | | 71,368 | |
| Accrued interest receivable | Accrued interest receivable | 49,911 | | | 38,072 | | Accrued interest receivable | 83,186 | | | 80,412 | |
| | Bank premises and equipment, net | Bank premises and equipment, net | 8,380 | | | 9,389 | | Bank premises and equipment, net | 10,943 | | | 11,225 | |
| Bank-owned life insurance | Bank-owned life insurance | 275,842 | | | 272,546 | | Bank-owned life insurance | 281,923 | | | 280,067 | |
| Other real estate owned | 131 | | | 173 | | |
| | Goodwill and other intangibles | Goodwill and other intangibles | 14,575 | | | 15,195 | | Goodwill and other intangibles | 3,911 | | | 3,969 | |
| | Other assets | Other assets | 584,247 | | | 298,052 | | Other assets | 371,439 | | | 338,438 | |
| Assets of discontinued operations | | Assets of discontinued operations | 0 | | | 62,055 | |
| Total assets | Total assets | $ | 17,903,118 | | | $ | 11,520,717 | | Total assets | $ | 18,817,660 | | | $ | 18,439,248 | |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | LIABILITIES AND SHAREHOLDERS’ EQUITY | | | |
| Liabilities: | Liabilities: | | Liabilities: | |
| Deposits: | Deposits: | | Deposits: | |
| Demand, non-interest bearing | Demand, non-interest bearing | $ | 1,879,789 | | | $ | 1,343,391 | | Demand, non-interest bearing | $ | 2,687,628 | | | $ | 2,356,998 | |
| Interest bearing | Interest bearing | 9,086,086 | | | 7,305,545 | | Interest bearing | 9,784,812 | | | 8,952,931 | |
| Total deposits | Total deposits | 10,965,875 | | | 8,648,936 | | Total deposits | 12,472,440 | | | 11,309,929 | |
| | Federal funds purchased | Federal funds purchased | — | | | 538,000 | | Federal funds purchased | 365,000 | | | 250,000 | |
| FHLB advances | FHLB advances | 850,000 | | | 850,000 | | FHLB advances | 850,000 | | | 850,000 | |
| Other borrowings | Other borrowings | 123,833 | | | 123,630 | | Other borrowings | 124,138 | | | 124,037 | |
| Subordinated debt | Subordinated debt | 181,255 | | | 181,115 | | Subordinated debt | 181,464 | | | 181,394 | |
| FRB PPP liquidity facility | FRB PPP liquidity facility | 4,419,967 | | | — | | FRB PPP liquidity facility | 3,284,156 | | | 4,415,016 | |
| | Accrued interest payable and other liabilities | Accrued interest payable and other liabilities | 354,341 | | | 126,241 | | Accrued interest payable and other liabilities | 351,741 | | | 152,082 | |
| Liabilities of discontinued operations | | Liabilities of discontinued operations | 0 | | | 39,704 | |
| Total liabilities | Total liabilities | 16,895,271 | | | 10,467,922 | | Total liabilities | 17,628,939 | | | 17,322,162 | |
| Commitments and contingencies (NOTE 15) | | |
| Commitments and contingencies (NOTE 14) | | Commitments and contingencies (NOTE 14) | 0 | | 0 |
| Shareholders’ equity: | Shareholders’ equity: | | Shareholders’ equity: | |
Preferred stock, par value $1.00 per share; liquidation preference $25.00 per share; 100,000,000 shares authorized, 9,000,000 shares issued and outstanding as of June 30, 2020 and December 31, 2019 | 217,471 | | | 217,471 | | |
| Common stock, par value $1.00 per share; 200,000,000 shares authorized; 32,790,906 and 32,614,410 shares issued as of June 30, 2020 and December 31, 2019; 31,510,287 and 31,336,791 shares outstanding as of June 30, 2020 and December 31, 2019 | 32,791 | | | 32,617 | | |
Preferred stock, par value $1.00 per share; liquidation preference $25.00 per share; 100,000,000 shares authorized, 9,000,000 shares issued and outstanding as of March 31, 2021 and December 31, 2020 | | Preferred stock, par value $1.00 per share; liquidation preference $25.00 per share; 100,000,000 shares authorized, 9,000,000 shares issued and outstanding as of March 31, 2021 and December 31, 2020 | 217,471 | | | 217,471 | |
| Common stock, par value $1.00 per share; 200,000,000 shares authorized; 33,519,381 and 32,985,707 shares issued as of March 31, 2021 and December 31, 2020; 32,238,762 and 31,705,088 shares outstanding as of March 31, 2021 and December 31, 2020 | | Common stock, par value $1.00 per share; 200,000,000 shares authorized; 33,519,381 and 32,985,707 shares issued as of March 31, 2021 and December 31, 2020; 32,238,762 and 31,705,088 shares outstanding as of March 31, 2021 and December 31, 2020 | 33,519 | | | 32,986 | |
| Additional paid in capital | Additional paid in capital | 450,665 | | | 444,218 | | Additional paid in capital | 515,318 | | | 455,592 | |
| Retained earnings | Retained earnings | 338,665 | | | 381,519 | | Retained earnings | 438,802 | | | 438,581 | |
| Accumulated other comprehensive loss, net | (9,965) | | | (1,250) | | |
| Treasury stock, at cost (1,280,619 shares as of June 30, 2020 and December 31, 2019) | (21,780) | | | (21,780) | | |
| Accumulated other comprehensive income (loss), net | | Accumulated other comprehensive income (loss), net | 5,391 | | | (5,764) | |
| Treasury stock, at cost (1,280,619 shares as of March 31, 2021 and December 31, 2020) | | Treasury stock, at cost (1,280,619 shares as of March 31, 2021 and December 31, 2020) | (21,780) | | | (21,780) | |
| Total shareholders’ equity | Total shareholders’ equity | 1,007,847 | | | 1,052,795 | | Total shareholders’ equity | 1,188,721 | | | 1,117,086 | |
| Total liabilities and shareholders’ equity | Total liabilities and shareholders’ equity | $ | 17,903,118 | | | $ | 11,520,717 | | Total liabilities and shareholders’ equity | $ | 18,817,660 | | | $ | 18,439,248 | |
See accompanying notes to the unaudited consolidated financial statements.
CUSTOMERS BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (LOSS) — UNAUDITED
(amounts in thousands, except per share data)
| | | | Three Months Ended
June 30, | | | Six Months Ended
June 30, | | | Three Months Ended
March 31, | |
| | | 2020 | | 2019 | | 2020 | | 2019 | | 2021 | | 2020 | |
| Interest income: | Interest income: | | | | | | | | Interest income: | | | | |
| Loans and leases | Loans and leases | $ | 118,447 | | | $ | 103,567 | | | $ | 234,527 | | | $ | 196,683 | | Loans and leases | $ | 152,117 | | | $ | 116,080 | | |
| | Investment securities | Investment securities | 6,155 | | | 6,481 | | | 11,132 | | | 12,722 | | Investment securities | 7,979 | | | 4,977 | | |
| Other | Other | 616 | | | 1,902 | | | 4,902 | | | 3,620 | | Other | 1,019 | | | 4,286 | | |
| Total interest income | Total interest income | 125,218 | | | 111,950 | | | 250,561 | | | 213,025 | | Total interest income | 161,115 | | | 125,343 | | |
| Interest expense: | Interest expense: | | Interest expense: | | |
| Deposits | Deposits | 23,238 | | | 35,980 | | | 57,591 | | | 67,204 | | Deposits | 15,658 | | | 34,353 | | |
| FHLB advances | FHLB advances | 4,736 | | | 7,607 | | | 10,127 | | | 12,900 | | FHLB advances | 5,192 | | | 5,390 | | |
| Subordinated debt | Subordinated debt | 2,689 | | | 1,684 | | | 5,378 | | | 3,369 | | Subordinated debt | 2,689 | | | 2,689 | | |
| Federal funds purchased and other borrowings | 2,573 | | | 2,000 | | | 4,163 | | | 5,569 | | |
| FRB PPP liquidity facility, federal funds purchased and other borrowings | | FRB PPP liquidity facility, federal funds purchased and other borrowings | 4,845 | | | 1,590 | | |
| Total interest expense | Total interest expense | 33,236 | | | 47,271 | | | 77,259 | | | 89,042 | | Total interest expense | 28,384 | | | 44,022 | | |
| Net interest income | Net interest income | 91,982 | | | 64,679 | | | 173,302 | | | 123,983 | | Net interest income | 132,731 | | | 81,321 | | |
| Provision for credit losses on loans and leases | 20,946 | | | 5,346 | | | 52,732 | | | 10,113 | | |
| Net interest income after provision for credit losses on loans and leases | 71,036 | | | 59,333 | | | 120,570 | | | 113,870 | | |
| Provision (benefit) for credit losses on loans and leases | | Provision (benefit) for credit losses on loans and leases | (2,919) | | | 31,786 | | |
| Net interest income after provision (benefit) for credit losses on loans and leases | | Net interest income after provision (benefit) for credit losses on loans and leases | 135,650 | | | 49,535 | | |
| Non-interest income: | Non-interest income: | | Non-interest income: | | |
| | Interchange and card revenue | Interchange and card revenue | 6,478 | | | 6,760 | | | 13,287 | | | 15,565 | | Interchange and card revenue | 85 | | | 270 | | |
| | Deposit fees | Deposit fees | 3,321 | | | 3,348 | | | 6,782 | | | 5,557 | | Deposit fees | 863 | | | 551 | | |
| Commercial lease income | Commercial lease income | 4,508 | | | 2,730 | | | 8,776 | | | 5,131 | | Commercial lease income | 5,205 | | | 4,268 | | |
| Bank-owned life insurance | Bank-owned life insurance | 1,757 | | | 1,836 | | | 3,519 | | | 3,653 | | Bank-owned life insurance | 1,679 | | | 1,762 | | |
| Mortgage warehouse transactional fees | Mortgage warehouse transactional fees | 2,582 | | | 1,681 | | | 4,533 | | | 2,995 | | Mortgage warehouse transactional fees | 4,247 | | | 1,952 | | |
| Gain (loss) on sale of SBA and other loans | Gain (loss) on sale of SBA and other loans | 23 | | | — | | | 34 | | | — | | Gain (loss) on sale of SBA and other loans | 1,575 | | | 11 | | |
| Mortgage banking income | Mortgage banking income | 38 | | | 250 | | | 334 | | | 417 | | Mortgage banking income | 463 | | | 296 | | |
| Loss upon acquisition of interest-only GNMA securities | — | | | (7,476) | | | — | | | (7,476) | | |
| | Gain (loss) on sale of investment securities | Gain (loss) on sale of investment securities | 4,353 | | | — | | | 8,328 | | | — | | Gain (loss) on sale of investment securities | 23,566 | | | 3,974 | | |
| | Unrealized gain (loss) on investment securities | Unrealized gain (loss) on investment securities | 1,200 | | | (347) | | | (178) | | | (345) | | Unrealized gain (loss) on investment securities | 974 | | | (1,378) | | |
| Unrealized gain (loss) on derivatives | | Unrealized gain (loss) on derivatives | 2,537 | | | (1,146) | | |
| Loss on cash flow hedge derivative terminations | | Loss on cash flow hedge derivative terminations | (24,467) | | | 0 | | |
| Other | Other | (2,024) | | | 3,254 | | | (1,248) | | | 6,257 | | Other | 1,741 | | | 600 | | |
| Total non-interest income | Total non-interest income | 22,236 | | | 12,036 | | | 44,167 | | | 31,754 | | Total non-interest income | 18,468 | | | 11,160 | | |
| Non-interest expense: | Non-interest expense: | | Non-interest expense: | | |
| Salaries and employee benefits | Salaries and employee benefits | 31,296 | | | 26,920 | | | 59,607 | | | 52,743 | | Salaries and employee benefits | 23,971 | | | 20,523 | | |
| Technology, communication and bank operations | Technology, communication and bank operations | 13,310 | | | 12,402 | | | 26,360 | | | 24,355 | | Technology, communication and bank operations | 19,988 | | | 10,539 | | |
| Professional services | Professional services | 4,552 | | | 5,718 | | | 12,223 | | | 10,291 | | Professional services | 6,289 | | | 3,544 | | |
| Occupancy | Occupancy | 3,025 | | | 3,064 | | | 6,057 | | | 5,967 | | Occupancy | 2,621 | | | 2,613 | | |
| Commercial lease depreciation | Commercial lease depreciation | 3,643 | | | 2,252 | | | 7,070 | | | 4,174 | | Commercial lease depreciation | 4,291 | | | 3,427 | | |
| FDIC assessments, non-income taxes, and regulatory fees | 2,368 | | | 2,157 | | | 5,235 | | | 4,145 | | |
| Provision for operating losses | 1,068 | | | 2,446 | | | 1,980 | | | 4,225 | | |
| Advertising and promotion | 582 | | | 1,360 | | | 2,222 | | | 2,169 | | |
| FDIC assessments, non-income taxes and regulatory fees | | FDIC assessments, non-income taxes and regulatory fees | 2,719 | | | 2,867 | | |
| Merger and acquisition related expenses | Merger and acquisition related expenses | 25 | | | — | | | 75 | | | — | | Merger and acquisition related expenses | 418 | | | 0 | | |
| Loan workout | Loan workout | 1,808 | | | 643 | | | 2,175 | | | 963 | | Loan workout | (261) | | | 366 | | |
| Other real estate owned | 12 | | | (14) | | | 20 | | | 43 | | |
| Advertising and promotion | | Advertising and promotion | 561 | | | 1,424 | | |
| | Other | Other | 1,817 | | | 2,634 | | | 6,941 | | | 4,491 | | Other | 1,330 | | | 3,664 | | |
| Total non-interest expense | Total non-interest expense | 63,506 | | | 59,582 | | | 129,965 | | | 113,566 | | Total non-interest expense | 61,927 | | | 48,967 | | |
| Income before income tax expense | Income before income tax expense | 29,766 | | | 11,787 | | | 34,772 | | | 32,058 | | Income before income tax expense | 92,191 | | | 11,728 | | |
| Income tax expense | Income tax expense | 7,048 | | | 2,491 | | | 8,955 | | | 7,323 | | Income tax expense | 17,560 | | | 3,274 | | |
| | Net income from continuing operations | | Net income from continuing operations | 74,631 | | | 8,454 | | |
| Loss from discontinued operations before income taxes | | Loss from discontinued operations before income taxes | (20,354) | | | (6,722) | | |
| Income tax expense (benefit) from discontinued operations | | Income tax expense (benefit) from discontinued operations | 17,682 | | | (1,368) | | |
| Net loss from discontinued operations | | Net loss from discontinued operations | (38,036) | | | (5,354) | | |
| Net income | Net income | 22,718 | | | 9,296 | | | 25,817 | | | 24,735 | | Net income | 36,595 | | | 3,100 | | |
| Preferred stock dividends | Preferred stock dividends | 3,581 | | | 3,615 | | | 7,196 | | | 7,229 | | Preferred stock dividends | 3,391 | | | 3,615 | | |
| Net income (loss) available to common shareholders | Net income (loss) available to common shareholders | $ | 19,137 | | | $ | 5,681 | | | $ | 18,621 | | | $ | 17,506 | | Net income (loss) available to common shareholders | $ | 33,204 | | | $ | (515) | | |
| | | (continued) | | | |
| Basic earnings (loss) per common share | $ | 0.61 | | | $ | 0.18 | | | $ | 0.59 | | | $ | 0.56 | | |
| | Diluted earnings (loss) per common share | $ | 0.61 | | | $ | 0.18 | | | $ | 0.59 | | | $ | 0.55 | | |
| | | | | | | | | | | | | | | |
| Three Months Ended
March 31, | | | | |
| 2021 | | 2020 | | | | |
| | | | | | | |
| Basic earnings (loss) per common share from continuing operations | $ | 2.23 | | | $ | 0.15 | | | | | |
| Basic earnings (loss) per common share | 1.04 | | | (0.02) | | | | | |
| Diluted earnings (loss) per common share from continuing operations | 2.17 | | | 0.15 | | | | | |
| Diluted earnings (loss) per common share | 1.01 | | | (0.02) | | | | | |
See accompanying notes to the unaudited consolidated financial statements.
CUSTOMERS BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) — UNAUDITED
(amounts in thousands)
| | | | Three Months Ended
June 30, | | | Six Months Ended
June 30, | | | Three Months Ended
March 31, | |
| | | 2020 | | 2019 | | 2020 | | 2019 | | 2021 | | 2020 | |
| | Net income | Net income | $ | 22,718 | | | $ | 9,296 | | | $ | 25,817 | | | $ | 24,735 | | Net income | $ | 36,595 | | | $ | 3,100 | | |
| Unrealized gains (losses) on available for sale debt securities: | Unrealized gains (losses) on available for sale debt securities: | | Unrealized gains (losses) on available for sale debt securities: | | |
| Unrealized gains (losses) arising during the period | Unrealized gains (losses) arising during the period | 35,315 | | | 20,755 | | | 26,217 | | | 38,572 | | Unrealized gains (losses) arising during the period | 400 | | | (9,098) | | |
| Income tax effect | Income tax effect | (9,182) | | | (5,397) | | | (6,816) | | | (10,029) | | Income tax effect | (104) | | | 2,366 | | |
| Reclassification adjustments for (gains) losses included in net income | Reclassification adjustments for (gains) losses included in net income | (4,353) | | | — | | | (8,328) | | | — | | Reclassification adjustments for (gains) losses included in net income | (23,566) | | | (3,974) | | |
| Income tax effect | Income tax effect | 1,131 | | | — | | | 2,165 | | | — | | Income tax effect | 6,127 | | | 1,033 | | |
| Net unrealized gains (losses) on available for sale debt securities | Net unrealized gains (losses) on available for sale debt securities | 22,911 | | | 15,358 | | | 13,238 | | | 28,543 | | Net unrealized gains (losses) on available for sale debt securities | (17,143) | | | (9,673) | | |
| Unrealized gains (losses) on cash flow hedges: | Unrealized gains (losses) on cash flow hedges: | | Unrealized gains (losses) on cash flow hedges: | | |
| Unrealized gains (losses) arising during the period | Unrealized gains (losses) arising during the period | (6,369) | | | (14,102) | | | (34,066) | | | (21,041) | | Unrealized gains (losses) arising during the period | 12,315 | | | (27,697) | | |
| Income tax effect | Income tax effect | 1,684 | | | 3,667 | | | 9,035 | | | 5,471 | | Income tax effect | (3,202) | | | 7,351 | | |
| Reclassification adjustment for (gains) losses included in net income | Reclassification adjustment for (gains) losses included in net income | 2,718 | | | 4 | | | 4,196 | | | (409) | | Reclassification adjustment for (gains) losses included in net income | 25,926 | | | 1,478 | | |
| Income tax effect | Income tax effect | (734) | | | (1) | | | (1,118) | | | 106 | | Income tax effect | (6,741) | | | (384) | | |
| Net unrealized gains (losses) on cash flow hedges | Net unrealized gains (losses) on cash flow hedges | (2,701) | | | (10,432) | | | (21,953) | | | (15,873) | | Net unrealized gains (losses) on cash flow hedges | 28,298 | | | (19,252) | | |
| Other comprehensive income (loss), net of income tax effect | Other comprehensive income (loss), net of income tax effect | 20,210 | | | 4,926 | | | (8,715) | | | 12,670 | | Other comprehensive income (loss), net of income tax effect | 11,155 | | | (28,925) | | |
| Comprehensive income (loss) | Comprehensive income (loss) | $ | 42,928 | | | $ | 14,222 | | | $ | 17,102 | | | $ | 37,405 | | Comprehensive income (loss) | $ | 47,750 | | | $ | (25,825) | | |
See accompanying notes to the unaudited consolidated financial statements.
CUSTOMERS BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY — UNAUDITED
(amounts in thousands, except shares outstanding data)
| | | | Three Months Ended June 30, 2020 | | | Three Months Ended March 31, 2021 |
| | Preferred Stock | | | Common Stock | | | | Preferred Stock | | Common Stock | |
| | Shares of
Preferred
Stock
Outstanding | | Preferred
Stock | | Shares of
Common
Stock
Outstanding | | Common
Stock | | Additional
Paid in
Capital | | Retained
Earnings | | Accumulated
Other
Comprehensive
Income (Loss) | | Treasury
Stock | | Total | | Shares of
Preferred
Stock
Outstanding | | Preferred
Stock | | Shares of
Common
Stock
Outstanding | | Common
Stock | | Additional
Paid in
Capital | | Retained
Earnings | | Accumulated
Other
Comprehensive
Income (Loss) | | Treasury
Stock | | Total |
| Balance, March 31, 2020 | 9,000,000 | | | $ | 217,471 | | | 31,470,026 | | | $ | 32,751 | | | $ | 446,840 | | | $ | 319,529 | | | $ | (30,175) | | | $ | (21,780) | | | $ | 964,636 | | |
| Balance, December 31, 2020 | | Balance, December 31, 2020 | 9,000,000 | | | $ | 217,471 | | | 31,705,088 | | | $ | 32,986 | | | $ | 455,592 | | | $ | 438,581 | | | $ | (5,764) | | | $ | (21,780) | | | $ | 1,117,086 | |
| | Net income | | Net income | — | | | — | | | — | | | — | | | — | | | 36,595 | | | — | | | — | | | 36,595 | |
| | Other comprehensive income (loss) | | Other comprehensive income (loss) | — | | | — | | | — | | | — | | | — | | | — | | | 11,155 | | | — | | | 11,155 | |
| Preferred stock dividends (1) | | Preferred stock dividends (1) | — | | | — | | | — | | | — | | | — | | | (3,391) | | | — | | | — | | | (3,391) | |
Sale of non-controlling interest in BMT (2) | | Sale of non-controlling interest in BMT (2) | — | | | — | | | — | | | — | | | 31,893 | | | — | | | — | | | — | | | 31,893 | |
Distribution of investment in BM Technologies (3) | | Distribution of investment in BM Technologies (3) | — | | | — | | | — | | | — | | | — | | | (32,983) | | | — | | | — | | | (32,983) | |
Restricted stock awards to certain BMT team members (4) | | Restricted stock awards to certain BMT team members (4) | — | | | — | | | — | | | — | | | 19,592 | | | — | | | — | | | — | | | 19,592 | |
| Share-based compensation expense | | Share-based compensation expense | — | | | — | | | — | | | — | | | 3,609 | | | — | | | — | | | — | | | 3,609 | |
| | Issuance of common stock under share-based compensation arrangements | | Issuance of common stock under share-based compensation arrangements | — | | | — | | | 533,674 | | | 533 | | | 4,632 | | | — | | | — | | | — | | | 5,165 | |
| Balance, March 31, 2021 | | Balance, March 31, 2021 | 9,000,000 | | | $ | 217,471 | | | 32,238,762 | | | $ | 33,519 | | | $ | 515,318 | | | $ | 438,802 | | | $ | 5,391 | | | $ | (21,780) | | | $ | 1,188,721 | |
| | | | Three Months Ended March 31, 2020 |
| | | Preferred Stock | | Common Stock | |
| | | Shares of
Preferred
Stock
Outstanding | | Preferred Stock | | Shares of
Common
Stock
Outstanding | | Common
Stock | | Additional
Paid in
Capital | | Retained
Earnings | | Accumulated
Other
Comprehensive
Income (Loss) | | Treasury
Stock | | Total |
| Balance, December 31, 2019 | | Balance, December 31, 2019 | 9,000,000 | | | $ | 217,471 | | | 31,336,791 | | | $ | 32,617 | | | $ | 444,218 | | | $ | 381,519 | | | $ | (1,250) | | | $ | (21,780) | | | $ | 1,052,795 | |
| Cumulative effect from change in accounting principle - CECL | | Cumulative effect from change in accounting principle - CECL | — | | | — | | | — | | | — | | | — | | | (61,475) | | | — | | | — | | | (61,475) | |
| Net income | Net income | — | | | — | | | — | | | — | | | — | | | 22,718 | | | — | | | — | | | 22,718 | | Net income | — | | | — | | | — | | | — | | | — | | | 3,100 | | | — | | | — | | | 3,100 | |
| | Other comprehensive income (loss) | Other comprehensive income (loss) | — | | | — | | | — | | | — | | | — | | | — | | | 20,210 | | | — | | | 20,210 | | Other comprehensive income (loss) | — | | | — | | | — | | | — | | | — | | | — | | | (28,925) | | | — | | | (28,925) | |
| Preferred stock dividends(1) | Preferred stock dividends(1) | — | | | — | | | — | | | — | | | — | | | (3,581) | | | — | | | — | | | (3,581) | | Preferred stock dividends(1) | — | | | — | | | — | | | — | | | — | | | (3,615) | | | — | | | — | | | (3,615) | |
| Share-based compensation expense | Share-based compensation expense | — | | | — | | | — | | | — | | | 3,599 | | | — | | | — | | | — | | | 3,599 | | Share-based compensation expense | — | | | — | | | — | | | — | | | 3,228 | | | — | | | — | | | — | | | 3,228 | |
| | Issuance of common stock under share-based compensation arrangements | Issuance of common stock under share-based compensation arrangements | — | | | — | | | 40,261 | | | 40 | | | 225 | | | — | | | — | | | — | | | 265 | | Issuance of common stock under share-based compensation arrangements | — | | | — | | | 133,235 | | | 134 | | | (606) | | | — | | | — | | | — | | | (472) | |
| Balance, June 30, 2020 | 9,000,000 | | | $ | 217,471 | | | 31,510,287 | | | $ | 32,791 | | | $ | 450,664 | | | $ | 338,665 | | | $ | (9,965) | | | $ | (21,780) | | | $ | 1,007,847 | | |
| | Three Months Ended June 30, 2019 | | |
| Preferred Stock | | | Common Stock | | | |
| Shares of
Preferred
Stock
Outstanding | | Preferred Stock | | Shares of
Common
Stock
Outstanding | | Common
Stock | | Additional
Paid in
Capital | | Retained
Earnings | | Accumulated
Other
Comprehensive
Income (Loss) | | Treasury
Stock | | Total | |
| Balance, March 31, 2019 | 9,000,000 | | | $ | 217,471 | | | 31,131,247 | | | $ | 32,412 | | | $ | 436,713 | | | $ | 328,476 | | | $ | (14,919) | | | $ | (21,780) | | | $ | 978,373 | | |
| Net income | — | | | — | | | — | | | — | | | — | | | 9,296 | | | — | | | — | | | 9,296 | | |
| | Other comprehensive income (loss) | — | | | — | | | — | | | — | | | — | | | — | | | 4,926 | | | — | | | 4,926 | | |
| Preferred stock dividends(1) | — | | | — | | | — | | | — | | | — | | | (3,615) | | | — | | | — | | | (3,615) | | |
| Share-based compensation expense | — | | | — | | | — | | | — | | | 2,315 | | | — | | | — | | | — | | | 2,315 | | |
| | Issuance of common stock under share-based compensation arrangements | — | | | — | | | 70,776 | | | 71 | | | 39 | | | — | | | — | | | — | | | 110 | | |
| Balance, June 30, 2019 | 9,000,000 | | | $ | 217,471 | | | 31,202,023 | | | $ | 32,483 | | | $ | 439,067 | | | $ | 334,157 | | | $ | (9,993) | | | $ | (21,780) | | | $ | 991,405 | | |
| Balance, March 31, 2020 | | Balance, March 31, 2020 | 9,000,000 | | | $ | 217,471 | | | 31,470,026 | | | $ | 32,751 | | | $ | 446,840 | | | $ | 319,529 | | | $ | (30,175) | | | $ | (21,780) | | | $ | 964,636 | |
(1)Dividends per share of $0.34478125, $0.40625, $0.403125, and $0.375 per share were declared on Series C, D, E, and F preferred stock for the three months ended March 31, 2021. Dividends per share of $0.4375, $0.40625, $0.403125, and $0.375 per share were declared on Series C, D, E, and F preferred stock for the three months ended June 30, 2020 and 2019, respectively.March 31, 2020.
Table(2)Refer to NOTE 3 – DISCONTINUED OPERATIONS for additional information about the sale of Contentsnon-controlling interest in BMT including the reverse recapitalization of MFAC. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Six Months Ended June 30, 2020 | | | | | | | | | | | | | | | | |
| Preferred Stock | | | | Common Stock | | | | | | | | | | | | |
| Shares of Preferred Stock Outstanding | | Preferred Stock | | Shares of Common Stock Outstanding | | Common Stock | | Additional Paid in Capital | | Retained Earnings | | Accumulated Other Comprehensive Income (Loss) | | Treasury Stock | | Total |
| Balance, December 31, 2019 | 9,000,000 | | | $ | 217,471 | | | 31,336,791 | | | $ | 32,617 | | | $ | 444,218 | | | $ | 381,519 | | | $ | (1,250) | | | $ | (21,780) | | | $ | 1,052,795 | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Cumulative effect from change in accounting principle - CECL | — | | | — | | | — | | | — | | | — | | | (61,475) | | | — | | | — | | | (61,475) | |
| Net income | — | | | — | | | — | | | — | | | — | | | 25,817 | | | — | | | — | | | 25,817 | |
| | | | | | | | | | | | | | | | | |
| Other comprehensive income (loss) | — | | | — | | | — | | | — | | | — | | | — | | | (8,715) | | | — | | | (8,715) | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Preferred stock dividends(1) | — | | | — | | | — | | | — | | | — | | | (7,196) | | | — | | | — | | | (7,196) | |
| Share-based compensation expense | — | | | — | | | — | | | — | | | 6,827 | | | — | | | — | | | — | | | 6,827 | |
| | | | | | | | | | | | | | | | | |
| Issuance of common stock under share-based compensation arrangements | — | | | — | | | 173,496 | | | 174 | | | (380) | | | — | | | — | | | — | | | (206) | |
| | | | | | | | | | | | | | | | | |
| Balance, June 30, 2020 | 9,000,000 | | | $ | 217,471 | | | 31,510,287 | | | $ | 32,791 | | | $ | 450,665 | | | $ | 338,665 | | | $ | (9,965) | | | $ | (21,780) | | | $ | 1,007,847 | |
| | | | | | | | | | | | | | | | | |
| Six Months Ended June 30, 2019 | | | | | | | | | | | | | | | | |
| Preferred Stock | | | | Common Stock | | | | | | | | | | | | |
| Shares of Preferred Stock Outstanding | | Preferred Stock | | Shares of Common Stock Outstanding | | Common Stock | | Additional Paid in Capital | | Retained Earnings | | Accumulated Other Comprehensive Income (Loss) | | Treasury Stock | | Total |
| Balance, December 31, 2018 | 9,000,000 | | | $ | 217,471 | | | 31,003,028 | | | $ | 32,252 | | | $ | 434,314 | | | $ | 316,651 | | | $ | (22,663) | | | $ | (21,209) | | | $ | 956,816 | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Net income | — | | | — | | | — | | | — | | | — | | | 24,735 | | | — | | | — | | | 24,735 | |
| | | | | | | | | | | | | | | | | |
| Other comprehensive income (loss) | — | | | — | | | — | | | — | | | — | | | — | | | 12,670 | | | — | | | 12,670 | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Preferred stock dividends(1) | — | | | — | | | — | | | — | | | — | | | (7,229) | | | — | | | | | (7,229) | |
| Share-based compensation expense | — | | | — | | | — | | | — | | | 4,425 | | | — | | | — | | | — | | | 4,425 | |
| | | | | | | | | | | | | | | | | |
| Issuance of common stock under share-based compensation arrangements | — | | | — | | | 230,154 | | | 231 | | | 328 | | | — | | | — | | | — | | | 559 | |
| Repurchase of common shares | — | | | — | | | (31,159) | | | — | | | — | | | — | | | — | | | (571) | | | (571) | |
| Balance, June 30, 2019 | 9,000,000 | | | $ | 217,471 | | | 31,202,023 | | | $ | 32,483 | | | $ | 439,067 | | | $ | 334,157 | | | $ | (9,993) | | | $ | (21,780) | | | $ | 991,405 | |
(1)(3)Dividends perImmediately after the closing of the BMT divestiture, Customers distributed all of its remaining investment in BM Technologies' common stock to its shareholders as special dividends, equivalent to 0.15389 of BM Technologies common stock for each share of $0.8750, $0.81250, $0.806250, and $0.750 per share were declared on Series C, D, E, and F preferredCustomers common stock. Refer to NOTE 3 – DISCONTINUED OPERATIONS.
(4)At the closing of the BMT divestiture, certain team members of BMT received restricted stock for the awards in BM Technologies' common stock. Refer to NOTE 3 – DISCONTINUED OPERATIONS.
six
months ended June 30, 2020 and 2019, respectively.
See accompanying notes to the unaudited consolidated financial statements.
CUSTOMERS BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS — UNAUDITED
(amounts in thousands)
| | | | Six Months Ended
June 30, | | | Three Months Ended
March 31, |
| | | 2020 | | 2019 | | 2021 | | 2020 |
| Cash Flows from Operating Activities | Cash Flows from Operating Activities | | | | Cash Flows from Operating Activities | | | |
| Net income | $ | 25,817 | | | $ | 24,735 | | |
| Adjustments to reconcile net income to net cash provided by (used in) operating activities: | | |
| Provision for credit losses on loan and lease losses | 52,732 | | | 10,113 | | |
| Net income from continuing operations | | Net income from continuing operations | $ | 74,631 | | | $ | 8,454 | |
| Adjustments to reconcile net income to net cash provided by (used in) continuing operating activities: | | Adjustments to reconcile net income to net cash provided by (used in) continuing operating activities: | |
| Provision (benefit) for credit losses on loans and leases | | Provision (benefit) for credit losses on loans and leases | (2,919) | | | 31,786 | |
| Depreciation and amortization | Depreciation and amortization | 15,009 | | | 8,884 | | Depreciation and amortization | 5,321 | | | 7,038 | |
| | Share-based compensation expense | Share-based compensation expense | 7,278 | | | 4,900 | | Share-based compensation expense | 3,082 | | | 3,463 | |
| Deferred taxes | Deferred taxes | (28,104) | | | (681) | | Deferred taxes | (6,198) | | | (22,287) | |
| Net amortization (accretion) of investment securities premiums and discounts | Net amortization (accretion) of investment securities premiums and discounts | (364) | | | 421 | | Net amortization (accretion) of investment securities premiums and discounts | (14) | | | 251 | |
| Unrealized (gain) loss on investment securities | Unrealized (gain) loss on investment securities | 178 | | | 345 | | Unrealized (gain) loss on investment securities | (974) | | | 1,378 | |
| (Gain) loss on sale of investment securities | (Gain) loss on sale of investment securities | (8,328) | | | — | | (Gain) loss on sale of investment securities | (23,566) | | | (3,974) | |
| | Loss upon acquisition of interest-only GNMA securities | — | | | 7,476 | | |
| Unrealized (gain) loss on derivatives | | Unrealized (gain) loss on derivatives | (2,537) | | | 1,146 | |
| Loss on cash flow hedge derivative terminations | | Loss on cash flow hedge derivative terminations | 24,467 | | | 0 | |
| Settlement of terminated cash flow hedge derivatives | | Settlement of terminated cash flow hedge derivatives | (27,156) | | | 0 | |
| Fair value adjustment on loans held for sale | | Fair value adjustment on loans held for sale | (1,115) | | | 0 | |
| (Gain) loss on sale of SBA and other loans | (Gain) loss on sale of SBA and other loans | (426) | | | (304) | | (Gain) loss on sale of SBA and other loans | (2,071) | | | (170) | |
| Fair value adjustment on loans held for sale | 1,450 | | | — | | |
| Origination of loans held for sale | Origination of loans held for sale | (22,730) | | | (22,152) | | Origination of loans held for sale | (12,323) | | | (7,046) | |
| Proceeds from the sale of loans held for sale | Proceeds from the sale of loans held for sale | 21,745 | | | 19,591 | | Proceeds from the sale of loans held for sale | 17,122 | | | 7,948 | |
| | Amortization (accretion) of fair value discounts and premiums | Amortization (accretion) of fair value discounts and premiums | (1,137) | | | 232 | | Amortization (accretion) of fair value discounts and premiums | (345) | | | (378) | |
| Net (gain) loss on sales of other real estate owned | (4) | | | — | | |
| Valuation and other adjustments to other real estate owned | — | | | 31 | | |
| | Earnings on investment in bank-owned life insurance | Earnings on investment in bank-owned life insurance | (3,519) | | | (3,653) | | Earnings on investment in bank-owned life insurance | (1,679) | | | (1,762) | |
| (Increase) decrease in accrued interest receivable and other assets | (Increase) decrease in accrued interest receivable and other assets | (108,325) | | | (63,311) | | (Increase) decrease in accrued interest receivable and other assets | 20,979 | | | (98,985) | |
| Increase (decrease) in accrued interest payable and other liabilities | Increase (decrease) in accrued interest payable and other liabilities | 88,305 | | | 16,502 | | Increase (decrease) in accrued interest payable and other liabilities | 135,679 | | | 38,206 | |
| Net Cash Provided By Operating Activities | 39,577 | | | 3,129 | | |
| Net Cash Provided By (Used In) Continuing Operating Activities | | Net Cash Provided By (Used In) Continuing Operating Activities | 200,384 | | | (34,932) | |
| Cash Flows from Investing Activities | Cash Flows from Investing Activities | | Cash Flows from Investing Activities | | | |
| Proceeds from maturities, calls and principal repayments of investment securities | Proceeds from maturities, calls and principal repayments of investment securities | 78,485 | | | 11,616 | | Proceeds from maturities, calls and principal repayments of investment securities | 62,348 | | | 24,079 | |
| Proceeds from sales of investment securities available for sale | Proceeds from sales of investment securities available for sale | 109,207 | | | — | | Proceeds from sales of investment securities available for sale | 353,915 | | | 0 | |
| Purchases of investment securities available for sale | Purchases of investment securities available for sale | (280,410) | | | — | | Purchases of investment securities available for sale | (589,874) | | | (158,782) | |
| Origination of mortgage warehouse loans | Origination of mortgage warehouse loans | (23,573,962) | | | (12,246,471) | | Origination of mortgage warehouse loans | (16,998,093) | | | (9,791,820) | |
| Proceeds from repayments of mortgage warehouse loans | Proceeds from repayments of mortgage warehouse loans | 23,033,058 | | | 11,624,062 | | Proceeds from repayments of mortgage warehouse loans | 17,211,909 | | | 9,520,758 | |
| Net (increase) decrease in loans and leases, excluding mortgage warehouse loans | Net (increase) decrease in loans and leases, excluding mortgage warehouse loans | (4,515,097) | | | (22,665) | | Net (increase) decrease in loans and leases, excluding mortgage warehouse loans | (486,158) | | | 174,971 | |
| | Proceeds from sales of loans and leases | | Proceeds from sales of loans and leases | 39,534 | | | 0 | |
| Purchase of loans | Purchase of loans | (211,096) | | | (555,587) | | Purchase of loans | (117,036) | | | (193,363) | |
| | Net proceeds from sale of (purchases of) FHLB, Federal Reserve Bank, and other restricted stock | Net proceeds from sale of (purchases of) FHLB, Federal Reserve Bank, and other restricted stock | (6,809) | | | (12,262) | | Net proceeds from sale of (purchases of) FHLB, Federal Reserve Bank, and other restricted stock | 1,948 | | | (2,926) | |
| | Purchases of bank premises and equipment | Purchases of bank premises and equipment | (214) | | | (345) | | Purchases of bank premises and equipment | (298) | | | (89) | |
| Proceeds from sales of other real estate owned | 77 | | | — | | |
| | | Purchases of leased assets under lessor operating leases | Purchases of leased assets under lessor operating leases | (9,011) | | | (11,672) | | Purchases of leased assets under lessor operating leases | (4,849) | | | (6,384) | |
| Net Cash Used In Investing Activities | (5,375,772) | | | (1,213,324) | | |
| Net Cash Used In Continuing Investing Activities | | Net Cash Used In Continuing Investing Activities | (526,654) | | | (433,556) | |
| Cash Flows from Financing Activities | Cash Flows from Financing Activities | | Cash Flows from Financing Activities | | | |
| Net increase in deposits | 2,316,939 | | | 1,043,541 | | |
| | Net increase (decrease) in deposits | | Net increase (decrease) in deposits | 1,162,511 | | | (235,293) | |
| Net increase (decrease) in short-term borrowed funds from the FRB | | Net increase (decrease) in short-term borrowed funds from the FRB | 0 | | | 175,000 | |
| Net increase (decrease) in short-term borrowed funds from the FHLB | Net increase (decrease) in short-term borrowed funds from the FHLB | — | | | (335,970) | | Net increase (decrease) in short-term borrowed funds from the FHLB | 0 | | | 410,000 | |
| | Net increase (decrease) in federal funds purchased | Net increase (decrease) in federal funds purchased | (538,000) | | | 219,000 | | Net increase (decrease) in federal funds purchased | 115,000 | | | 167,000 | |
| Proceeds from borrowed funds from PPP liquidity facility | 4,419,967 | | | — | | |
| Proceeds from long-term borrowed funds from the FHLB | — | | | 350,000 | | |
| | Repayments of other borrowings | — | | | (25,000) | | |
| | Preferred stock dividends paid | (7,229) | | | (7,229) | | |
| | Purchase of treasury stock | — | | | (571) | | |
| Payments of employee taxes withheld from share-based awards | (1,067) | | | (1,210) | | |
| Proceeds from issuance of common stock | 410 | | | 1,294 | | |
| Net Cash Provided By Financing Activities | 6,191,020 | | | 1,243,855 | | |
| Net increase (decrease) in borrowed funds from FRB PPP liquidity facility | | Net increase (decrease) in borrowed funds from FRB PPP liquidity facility | (1,130,860) | | | 0 | |
| | Preferred stock dividends paid | | Preferred stock dividends paid | (3,401) | | | (3,615) | |
| | Payments of employee taxes withheld from share-based awards | | Payments of employee taxes withheld from share-based awards | (1,988) | | | (932) | |
| Proceeds from issuance of common stock | | Proceeds from issuance of common stock | 6,684 | | | 225 | |
| Proceeds from sale of non-controlling interest in BMT | | Proceeds from sale of non-controlling interest in BMT | 23,125 | | | 0 | |
| Net Cash Provided By Continuing Financing Activities | | Net Cash Provided By Continuing Financing Activities | 171,071 | | | 512,385 | |
| Net Increase (Decrease) in Cash and Cash Equivalents From Continuing Operations | | Net Increase (Decrease) in Cash and Cash Equivalents From Continuing Operations | (155,199) | | | 43,897 | |
| | | | (continued) | |
| | | | Three Months Ended
March 31, |
| | | 2021 | | 2020 |
| Discontinued Operations: | | Discontinued Operations: | | | |
| Net Cash Used In Operating Activities | | Net Cash Used In Operating Activities | $ | (22,791) | | | $ | (232) | |
| Net Cash Provided By Investing Activities | | Net Cash Provided By Investing Activities | 0 | | | 62 | |
| | Net Increase (Decrease) in Cash and Cash Equivalents From Discontinued Operations | | Net Increase (Decrease) in Cash and Cash Equivalents From Discontinued Operations | (22,791) | | | (170) | |
| Net Increase (Decrease) in Cash and Cash Equivalents | Net Increase (Decrease) in Cash and Cash Equivalents | 854,825 | | | 33,660 | | Net Increase (Decrease) in Cash and Cash Equivalents | (177,990) | | | 43,727 | |
| Cash and Cash Equivalents – Beginning | Cash and Cash Equivalents – Beginning | 212,505 | | | 62,135 | | Cash and Cash Equivalents – Beginning | 693,354 | | | 212,505 | |
| Cash and Cash Equivalents – Ending | Cash and Cash Equivalents – Ending | $ | 1,067,330 | | | $ | 95,795 | | Cash and Cash Equivalents – Ending | $ | 515,364 | | | $ | 256,232 | |
| | | (continued) | | |
| | | Six Months Ended
June 30, | | |
| | 2020 | | 2019 | | | | |
| | Non-cash Operating and Investing Activities: | Non-cash Operating and Investing Activities: | | | | Non-cash Operating and Investing Activities: | |
| Transfer of loans to other real estate owned | Transfer of loans to other real estate owned | $ | 31 | | | $ | 291 | | Transfer of loans to other real estate owned | $ | 0 | | | $ | 31 | |
| | Distribution of investment in BM Technologies common stock | | Distribution of investment in BM Technologies common stock | 32,983 | | | 0 | |
| Transfer of loans held for investment to held for sale | Transfer of loans held for investment to held for sale | 19,050 | | | — | | Transfer of loans held for investment to held for sale | 44,258 | | | 0 | |
| Unsettled sales of investment securities | Unsettled sales of investment securities | 33,615 | | | — | | Unsettled sales of investment securities | 0 | | | 104,469 | |
| Unsettled purchases of investment securities | | Unsettled purchases of investment securities | 56,620 | | | 97,247 | |
| | Acquisition of interest-only GNMA securities securing a mortgage warehouse loan | — | | | 17,157 | | |
| Acquisition of residential reverse mortgage loans securing a mortgage warehouse loan | — | | | 1,325 | | |
|
See accompanying notes to the unaudited consolidated financial statements.
CUSTOMERS BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
NOTE 1 — DESCRIPTION OF THE BUSINESS
Customers Bancorp, Inc. (“Customers Bancorp”) is a bank holding company engaged in banking activities through its wholly owned subsidiary, Customers Bank ("the Bank”), collectively referred to as “Customers” herein.
Customers Bancorp and its wholly owned subsidiaries, the Bank, and non-bank subsidiaries, serve residents and businesses in Southeastern Pennsylvania (Bucks, Berks, Chester, Philadelphia and Delaware Counties); Rye Brook, New York (Westchester County); Hamilton, New Jersey (Mercer County); Boston, Massachusetts; Providence, Rhode Island; Portsmouth, New Hampshire (Rockingham County); Manhattan and Melville, New York; Washington, D.C.; Chicago, Illinois; and nationally for certain loan and deposit products. The Bank has 1312 full-service branches and provides commercial banking products, primarily loans and deposits. In addition, Customers Bank also administratively supports loan and other financial products, including equipment finance leases, to customers through its limited-purpose offices in Boston, Massachusetts; Providence, Rhode Island; Portsmouth, New Hampshire; Manhattan and Melville, New York; Philadelphia and Lancaster, Pennsylvania; Washington, D.C.;Chicago, Illinois, Dallas, Texas and Chicago, Illinois.Orlando, Florida. The Bank also serves specialty niche businesses nationwide, including its commercial loans to mortgage banking businesses, commercial equipment financing, SBA lending, specialty lending and consumer loans through relationships with fintech companies. In addition, BankMobile, a division of Customers Bank, offers state-of-the-art high-tech digital banking services to consumers, students and the "under banked" nationwide, along with "Banking as a Service" offerings with white label partners.
The Bank is subject to regulation of the Pennsylvania Department of Banking and Securities and the Federal Reserve Bank and is periodically examined by those regulatory authorities. Customers Bancorp has made certain equity investments through its wholly owned subsidiaries CB Green Ventures Pte Ltd. and CUBI India Ventures Pte Ltd.
NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION
Basis of Presentation
The interim unaudited consolidated financial statements have been prepared in conformity with U.S. GAAP and pursuant to the rules and regulations of the SEC. These interim unaudited consolidated financial statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary to present a fair statement of the financial position and the results of operations and cash flows of Customers Bancorp and subsidiaries for the interim periods presented. Certain information and footnote disclosures normally included in the annual consolidated financial statements have been omitted from these interim unaudited consolidated financial statements as permitted by SEC rules and regulations. The December 31, 20192020 consolidated balance sheet presented in this report has been derived from Customers Bancorp’s audited 20192020 consolidated financial statements. Management believes that the disclosures are adequate to present fairly the consolidated financial statements as of the dates and for the periods presented. These interim unaudited consolidated financial statements should be read in conjunction with the 20192020 consolidated financial statements of Customers Bancorp and subsidiaries included in Customers' Annual Report on Form 10-K for the year ended December 31, 20192020 filed with the SEC on March 2, 20201, 2021 (the "2019"2020 Form 10-K"). The 20192020 Form 10-K describes Customers Bancorp’s significant accounting policies, which include its policies on Principles of Consolidation; Cash and Cash Equivalents and Statements of Cash Flows; Restrictions on Cash and Amounts due from Banks; Business Combinations; Investment Securities; Loan Accounting Framework; Loans Held for Sale and Loans at Fair Value; Loans Receivable - Mortgage Warehouse, at Fair Value; Loans Receivable, PPP; Loans and Leases Receivable; Purchased Loans; ALLL;PCD Loans and Leases; ACL; Goodwill and Other Intangible Assets; FHLB, Federal Reserve Bank, and Other Restricted Stock; OREO; BOLI; Bank Premises and Equipment; Lessor and Lessee Operating Leases; Treasury Stock; Income Taxes; Share-Based Compensation; Transfer of Financial Assets; Segment Information; Derivative Instruments and Hedging; Comprehensive Income (Loss); EPS; and Loss Contingencies; and Collaborative Arrangements.Contingencies. There have been no material changes to Customers Bancorp's significant accounting policies noted above for the three and six months ended June 30,March 31, 2021.
On January 4, 2021, Customers Bancorp completed the previously announced divestiture of BankMobile Technologies, Inc., the technology arm of its BankMobile segment, to MFAC Merger Sub Inc., an indirect wholly-owned subsidiary of MFAC, pursuant to an Agreement and Plan of Merger, dated August 6, 2020, exceptby and among MFAC, MFAC Merger Sub Inc., BMT, Customers Bank, the sole stockholder of BMT, and Customers Bancorp, the parent bank holding company of Customers Bank (as amended on November 2, 2020 and December 8, 2020). Following the completion of the divestiture of BMT, BankMobile's serviced deposits and loans and the related net interest income have been combined with Customers’ financial condition and the results of operations as a single reportable segment. BMT's historical financial results for periods prior to the adoptiondivestiture are reflected in Customers’ consolidated financial statements as discontinued operations. The assets and liabilities of ASU 2016-13 Financial Instruments - Credit Losses ("ASC 326"): MeasurementBMT have been presented as "Assets of Credit Lossesdiscontinued operations" and "Liabilities of discontinued operations" on Financial Instruments, which is discussed below in Adoption of New Accounting Standard,the consolidated balance sheet at December 31, 2020. BMT's operating results and replaces ourassociated cash flows have been presented as "Discontinued operations" within the accompanying consolidated financial statements and prior ALLL policy.
New Accounting Standards
Presented below are recently issued accounting standards that Customers has adopted as well as those that the FASB has issued but are not yet effective.period amounts
Accounting Standards Adopted in 2020
Allowance for Credit Losses
On January 1, 2020, Customers adopted ASC 326, which replaced the incurred loss methodology with an expected loss methodology that is referredhave been reclassified to as the CECL methodology. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including loan receivables and net investments in leases recognized by Customers as a lessor in accordance with ASC 842. CECL also applies to off-balance sheet credit exposures not accounted for as insurance, such as loan commitments, standby letters of credit, financial guarantees, and other similar instruments. ASC 326 also made changes to the accounting for AFS debt securities, which now requires credit losses to be presented as an allowance, rather than as a write-down on AFS debt securities that management does not intend to sell or believes that it is more likely than not they will not be required to sell.
Customers adopted ASC 326 using the modified retrospective method for all financial assets measured at amortized cost, net investments in leases, and off-balance sheet credit exposures. Results for reporting periods beginning after December 31, 2019 are presented under ASC 326, while prior period amounts continue to be reported in accordance with previously applicable GAAP. Customers recorded a net decrease to retained earnings of $61.5 million, net of deferred taxes of $21.5 million, as of January 1, 2020 for the cumulative effect of adopting ASC 326. Customers adopted ASC 326 using the prospective transition approach for PCD financial assets that were previously classified as PCI and accounted for under ASC 310-30. In accordanceconform with the standard, Customers did not reassess whether PCI assets met the criteria of PCD assets as of the date of adoption. On January 1, 2020, the amortized cost basis of the PCD assets were adjusted to reflect the addition of $0.2 million of the allowancecurrent period presentation. See NOTE 3 – DISCONTINUED OPERATIONS for credit losses on PCD loans and leases. The remaining noncredit discount of $0.3 million, based on the adjusted amortized cost basis, will be accreted into interest income at the effective interest rate as of January 1, 2020.
The following table illustrates the impact of adopting ASC 326:
(amounts in thousands)
| | | | | | | | | | | | | | | | | | | | |
| | | | | | |
| | Pre-ASC 326 Adoption | | Impact of ASC 326 Adoption | | As Reported Under
ASC 326 |
| Assets | | | | | | |
| Loans receivable, mortgage warehouse, at fair value | | $ | 2,245,758 | | | $ | — | | | $ | 2,245,758 | |
| Loans and leases receivable | | | | | | |
| Multi-family | | 1,907,331 | | | 7 | | | 1,907,338 | |
| Commercial and industrial | | 1,891,152 | | | 3 | | | 1,891,155 | |
| Commercial real estate owner occupied | | 551,948 | | | 100 | | | 552,048 | |
| Commercial real estate non-owner occupied | | 1,222,772 | | | 41 | | | 1,222,813 | |
| Construction | | 117,617 | | | — | | | 117,617 | |
| Total commercial loans and leases receivable | | 5,690,820 | | | 151 | | | 5,690,971 | |
| Residential real estate | | 382,634 | | | 32 | | | 382,666 | |
| Manufactured housing | | 71,359 | | | 37 | | | 71,396 | |
| Other consumer | | 1,174,175 | | | 12 | | | 1,174,187 | |
| Total consumer loans receivable | | 1,628,168 | | | 81 | | | 1,628,249 | |
| Loans and leases receivable | | 7,318,988 | | | 232 | | | 7,319,220 | |
| Allowance for credit losses on loans and leases | | (56,379) | | | (79,829) | | | (136,208) | |
| Total loans and leases receivable, net of allowance for credit losses on loans and leases | | 9,508,367 | | | (79,596) | | | 9,428,771 | |
| Liabilities | | | | | | |
| Allowance for credit losses on lending-related commitments | | 49 | | | 3,388 | | | 3,437 | |
| Net deferred tax (asset) liability | | 11,740 | | | (21,510) | | | (9,770) | |
| Equity | | | | | | |
| Retained earnings | | $ | 381,519 | | | $ | (61,475) | | | $ | 320,044 | |
Allowance for Credit Losses on Loans and Leases
The allowance for credit losses on loans and leases is a valuation account that is deducted from the loan or lease’s amortized cost basis to present the net amount expected to be collected on the loans and leases. Loans and leases deemed to be uncollectible are charged against the allowance for credit losses on loans and leases, and subsequent recoveries, if any, are credited to the allowance for credit losses on loans and leases. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off. Changes to the allowance for credit losses on loans and leases are recorded through the provision for credit losses on loans and leases. The allowance for credit losses on loans and leases is maintained at a level considered appropriate to absorb expected credit losses over the expected life of the portfolio as of the reporting date.
The allowance for credit losses on loans and leases is measured on a collective (pool) basis when similar risk characteristics exist. Customers' loan portfolio segments include commercial and consumer. Each of these two loan portfolio segments is comprised of multiple loan classes. Loan classes are characterized by similarities in loan type, collateral type, risk attributes and the manner in which credit risk is assessed and monitored. The commercial segment is composed of multi-family, commercial and industrial, commercial real estate owner occupied, commercial real estate non-owner occupied and construction loan classes. The consumer segment is composed of residential real estate, manufactured housing and other consumer. Loans that do not share risk characteristics are evaluated on an individual basis. Loans evaluated individually are not also included in the collective evaluation. For individually assessed loans, see related details in the Individually Assessed Loans section below.
The allowance for credit losses on collectively assessed loans and leases is measured over the expected life of the loan or lease using lifetime loss rate models which consider historical loan performance, loan or borrower attributes and forecasts of future economic
conditions in addition to information about past events and current conditions. Significant loan/borrower attributes utilized in the models include origination date, maturity date, collateral property type, internal risk rating, delinquency status, borrower state and FICO score at origination. Customers uses external sources in the creation of its forecasts, including current economic conditions and forecasts for macroeconomic variables over its reasonable and supportable forecast period (e.g., GDP growth rate, unemployment rate, BBB spread, commercial real estate and home price index). After the reasonable and supportable forecast period, which ranges from two to five years, the models revert the forecasted macroeconomic variables to their historical long-term trends, without specific predictions for the economy, over the expected life of the pool. The lifetime loss rate models also incorporate prepayment assumptions into estimated lifetime loss rates. Customers runs the CECL impairment models on a quarterly basis and qualitatively adjusts model results for risk factors that are not considered within the models but which are relevant in assessing the expected credit losses within the loan and lease pools. Management generally considers the following qualitative factors:
•Volume and severity of past-due loans, non-accrual loans and classified loans;
•Lending policies and procedures, including underwriting standards and historically based loss/collection, charge-off and recovery practices;
•Nature and volume of the portfolio;
•Existence and effect of any credit concentrations and changes in the level of such concentrations;
•Risk ratings;
•The value of the underlying collateral for loans that are not collateral dependent;
•Changes in the quality of the loan review system;
•Experience, ability and depth of lending management and staff;
•Other external factors, such as changes in legal, regulatory or competitive environment; and
•Model and data limitations.
Customers has elected to not estimate an allowance for credit losses on accrued interest receivable, as it already has a policy in place to reverse or write-off accrued interest, through interest income, in a timely manner. Accrued interest receivable is presented as a separate financial statement line item in the consolidated balance sheet.
Purchased Credit Deteriorated (“PCD”) Loans and Leases
PCD assets are acquired individual loans and leases (or acquired groups of loans and leases with similar risk characteristics) that, as of the date of acquisition, have experienced a more-than-insignificant deterioration in credit quality since origination, as determined by an acquirer’s assessment. PCD loans and leases are recorded at their purchase price plus the allowance for credit losses expected at the time of acquisition, or “gross up” of the amortized cost basis. The January 1, 2020 transition adjustment discussed above was established for these loans and leases without affecting the income statement or retained earnings. Changes in the current estimate of the allowance for credit losses after acquisition from the estimated allowance previously recorded are reported in the income statement as provision for credit losses expense or reversal of provision for credit losses in subsequent periods as they arise. Purchased loans or leases that do not qualify as PCD assets are accounted for similar to originated assets, whereby an allowance for credit losses is recognized with a corresponding increase to the income statement provision for credit losses. Evidence that purchased loans and leases, measured at amortized cost, have more-than-insignificant deterioration in credit quality since origination and, therefore meet the PCD definition, may include loans and leases that are past-due, in non-accrual status, poor borrower credit score, recent loan-to-value percentages and other standard indicators (i.e., TDR, charge-offs and bankruptcy).
Allowance for Credit Losses on Lending-Related Commitments
Customers estimates expected credit losses over the contractual period in which it is exposed to credit risk on contractual obligations to extend credit, unless the obligation is unconditionally cancellable by Customers. The allowance for credit losses on lending-related commitments is recorded in accrued interest payable and other liabilities in the consolidated balance sheet and is recorded as a provision for credit losses within other non-interest expense in the consolidated income statement. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over their estimated lives. Customers estimates the expected credit losses for undrawn commitments using a usage given default calculation. The lifetime loss rates for off-balance sheet credit exposures are calculated in the same manner as on-balance sheet credit exposures, using the same models and economic forecasts, adjusted for the estimated likelihood that funding will occur.
Individually Assessed Loans and Leases
ASC 326 provides that a loan or lease is measured individually if it does not share similar risk characteristics with other financial assets. For Customers, loans and leases which are identified to be individually assessed under CECL typically would have been evaluated
individually as impaired loans using accounting guidance in effect in periods prior to the adoption of CECL and include troubled debt restructurings (TDRs) and collateral dependent loans.
TDRs
A loan for which the terms have been modified resulting in a concession, and for which the borrower is experiencing financial difficulties is considered to be a TDR. The allowance for credit loss on a TDR is measured using the same method as all other loans held for investment, except in cases when the value of a concession cannot be measured using a method other than the discounted cash flow (“DCF”) method. When the value of a concession is measured using the DCF method, the allowance for credit loss is determined by discounting the expected future cash flows at the original effective interest rate of the loan.
The CARES Act and certain regulatory agencies recently issued guidance stating certain loan modifications to borrowers experiencing financial distress as a result of the economic impacts created by COVID-19 may not be required to be treated as TDRs under U.S GAAP. For COVID-19 related loan modifications which met the loan modification criteria under either the CARES Act or the criteria specified by the regulatory agencies, Customers elected to suspend TDR accounting for such loan modifications.
Collateral Dependent Loans
Customers considers a loan to be collateral dependent when foreclosure of the underlying collateral is probable. Customers has also elected to apply the practical expedient to measure expected credit losses of a collateral dependent asset using the fair value of the collateral, less any estimated costs to sell, when foreclosure is not probable but repayment of the loan is expected to be provided substantially through the operation or sale of the collateral, and the borrower is experiencing financial difficulty.
Allowance for Credit Losses on Available for Sale Securities
For AFS debt securities in an unrealized loss position, Customers first assesses whether it intends to sell, or it is more likely than not that it will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For AFS debt securities that do not meet the aforementioned criteria, Customers evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses on AFS securities is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses on AFS securities is recognized in other comprehensive income.
Changes in the allowance for credit losses on AFS securities are recorded as provision, or reversal of provision for credit losses on AFS securities in other non-interest income within the consolidated income statement. Losses are charged against the allowance for credit losses on AFS securities when management believes the uncollectibility of an AFS security is confirmed or when either of the criteria regarding intent or requirement to sell is met. Accrued interest receivable on AFS debt securities totaled $3.2 million at June 30, 2020 and is excluded from the estimate of credit losses.
Other Accounting Standards Adopted in 2020
| | | | | | | | | | | | | | |
Standard | | Summary of guidance | | Effects on Financial Statements |
| | | | |
ASU 2019-04,
Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments
Issued April 2019
| | • Clarifies the scope of the credit losses standard and addresses issues related to accrued interest receivable balances, recoveries, variable interest rates, and prepayments.
• Addresses partial-term fair value hedges, fair value hedge basis adjustments and certain transition requirements.
• Addresses recognizing and measuring financial instruments, specifically the requirement for remeasurement under ASC 820 when using the measurement alternative, certain disclosure requirements and which equity securities have to be remeasured at historical exchange rates.
• Topic 326 Amendments - Effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. Early adoption permitted. Topic 815 Amendments - Effective for first annual period beginning after the issuance date of this ASU (i.e., fiscal year 2020). Entities that have already adopted the amendments in ASU 2017-12 may elect either to retrospectively apply all the amendments or to prospectively apply all amendments as of the date of adoption. Topic 825 Amendments - Effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years.
| | • Customers adopted on January 1, 2020.
• The adoption of this guidance relating to Topics 815 and 825 did not have a material impact on Customers' financial condition, results of operations and consolidated financial statements. Please refer to ASU 2016-13 for further discussion on Customers' adoption of ASU 2016-13 (Topic 326).
|
| | | | |
ASU 2018-18,
Collaborative Arrangements (Topic 808): Clarifying the Interaction Between Topic 808 and Topic 606
Issued November 2018
| | • Clarifies that certain transactions between collaborative arrangement participants should be accounted for as revenue under Topic 606 when the collaborative arrangement participant is a customer in the context of a unit of account. In those situations, all the guidance in Topic 606 should be applied, including recognition, measurement, presentation, and disclosure requirements.
• Adds unit-of-account guidance in Topic 808 to align with the guidance in Topic 606 when an entity is assessing whether the collaborative arrangement or a part of the arrangement is within scope of Topic 606.
• Requires that in a transaction with a collaborative arrangement participant that is not directly related to sales to third parties, presenting the transaction together with revenue recognized under Topic 606 is precluded if the collaborative arrangement participant is not a customer.
• Effective for fiscal year beginning after December 15, 2019 and interim periods within those fiscal years. Early adoption permitted.
| | • Customers adopted on January 1, 2020.
• The adoption of this guidance did not have a material impact on Customers' financial condition, results of operations and consolidated financial statements.
|
| | | | |
Other Accounting Standards Adopted in 2020 (continued)
| | | | | | | | | | | | | | |
Standard | | Summary of guidance | | Effects on Financial Statements |
ASU 2018-15,
Internal-Use Software (Subtopic 350-40): Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract
Issued August 2018
| | • Clarifies that service contracts with hosting arrangements must follow internal-use software guidance Subtopic 350-40 when determining which implementation costs to capitalize as an asset related to the service contract and which costs to expense.
• Also clarifies that capitalized implementation costs of a hosting arrangement that is a service contract are to be amortized over the term of the hosting arrangement, which includes the noncancelable period of the arrangement plus options to extend the arrangement if reasonably certain to exercise.
• Clarifies that existing impairment guidance in Subtopic 350-40 must be applied to the capitalized implementation costs as if they were long-lived assets.
• Applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption.
• Effective for fiscal year beginning after December 15, 2019 and interim periods within those fiscal years. Early adoption permitted. | | • Customers adopted on January 1, 2020.
• The adoption of this guidance did not have a material impact on Customers' financial condition, results of operations and consolidated financial statements. |
| | | | |
Accounting Standards Issued But Not Yet Adopted
| | | | | | | | | | | | | | |
Standard | | Summary of guidance | | Effects on Financial Statements |
| | | | |
| | | | |
ASU 2020-04,
Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting
Issued March 2020
| | • Provides optional guidance for a limited period of time to ease the potential burden in accounting for (or derecognizing the effects of) reference rate reform on financial reporting. Specifically, the amendments provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. These relate only to those contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform.
• Effective as of March 12, 2020 and can be adopted anytime during the period of January 1, 2020 through December 31, 2022.
| | • Customers intends to adopt this guidance during adoption period and is currently evaluating the expected impact of this ASU on its financial condition, results of operations and consolidated financial statements. |
| | | | |
| | | | |
Accounting and Reporting Considerations related to COVID-19
On March 27, 2020, the CARES Act was signed into law and contained substantial tax and spending provisions intended to address the impact of the COVID-19 pandemic and stimulate the economy. The CARES Act includes the SBA's PPP designed to aid small-and medium-sized businesses through federally guaranteed loans distributed through banks. Customers is a participant in the PPP. Section 4013 of the CARES actAct also gives entities temporary relief from the accounting and disclosure requirements for TDRs under ASC 310-40 in certain situations. On December 27, 2020, the CAA was signed into law, which extended and expanded various relief provisions of the CARES Act.
Accounting for PPP Loans
In April 2020, Customers began to originateoriginating loans to qualified small businesses under the PPP administered by the SBA. The PPP loans are fully guaranteed by the SBA and may be eligible for forgiveness by the SBA to the extent that the proceeds are used for payroll and other permitted purposes in accordance with the requirements of the PPP. These loans carry a fixed rate of 1.00% and terms of two or five years, if not forgiven, in whole or in part. Payments are deferred for the first six months of the loan. The loans are 100% guaranteed by the SBA. The SBA pays the originating bank a processing fee ranging from 1% to 5% based on the size of the loan. On December 27, 2020, the CAA was signed into law, including Division N, Title III, the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act, which provides $284 billion in additional funding for the SBA's PPP for small businesses affected by the COVID-19 pandemic. On March 11, 2021, the American Rescue Plan Act of 2021 was enacted expanding eligibility for first and second round of PPP loans and revising the exclusions from payroll costs for purposes of loan forgiveness. The second round of PPP loans have the same general loan terms as the first round, and a processing fee of up to $2,500 per loan of less than $50,000, and 1% to 3% for loans greater than $50,000. Customers classified the PPP loans as held for investment and these loans are carried at amortized cost and interest income is recognized using the interest method. The origination fees, net of direct origination costs, are deferred and recognized as an adjustment to the yield of the related loans over their contractual life using the interest method. As PPP is newly created, Customers does not have historical prepayment data to accurately estimate principal prepayments and therefore has elected to not estimate prepayments as a policy election. No allowance for credit lossesACL has been recognized for PPP loans as these loans are 100% guaranteed by the SBA. See Note 7 - Loans and Leases Receivable and Allowance for Credit Losses on Loans and LeasesNOTE 8 – LOANS AND LEASES RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES ON LOANS AND LEASES for additional information.
Loan Modifications
As mentioned above, Section 4013 of the CARES Act, as amended by the CAA, gives entities temporary relief from the accounting and disclosure requirements for TDRs. In addition, on April 7, 2020, certain regulatory banking agencies issued an interagency statement that offers practical expedients for evaluating whether loan modifications in response to the COVID-19 pandemic are TDRs. To qualify for TDR accounting and disclosure relief under the CARES Act, as amended by the CAA, the applicable loan must not have been more than 30 days past due as of December 31, 2019, and the modification must be executed during the period beginning on March 1, 2020, and ending on the earlier of December 31, 2020,January 1, 2022, or the date that is 60 days after the termination date of the national emergency declared by the president on March 13, 2020, under the National Emergencies Act related to the outbreak of COVID-19. The CARES Act applies to modifications made as a result of COVID-19 including: forbearance agreements, interest rate modifications, repayment plans, and other arrangements to defer or delay payment of principal or interest. The interagency statement does not require the modification to be completed within a certain time period if it is related to COVID-19 and can be provided to borrowers either individually or as part of a loan modification program. Moreover, the interagency statement applies to short-term modifications (e.g. not more than six months deferral) including payment deferrals, fee waivers, extensions of repayment terms, or other insignificant payment delays as a result of COVID-19.
Customers applied Section 4013 of the CARES Act and the interagency statement in connection with applicable modifications. For modifications that qualify under either the CARES Act or the interagency statement, TDR accounting and reporting is suspended. These modifications generally involve principal and/or interest payment deferrals for a period of 90 days at a time and can be extended to six months or longer for modifications that qualified under the Section 4013 of the CARES Act if requested by the borrower as long as the reason is still related to COVID-19. These modified loans would not also be reported as past due or nonaccrual during the deferral period. See Note 7 - Loans and Leases Receivable and Allowance for Credit Losses on Loans and LeasesNOTE 8 – LOANS AND LEASES RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES ON LOANS AND LEASES for additional information.
Recently Issued Accounting Standards
Presented below are recently issued accounting standards that Customers has adopted.
| | | | | | | | | | | | | | |
| Standard | | Summary of Guidance | | Effects on Financial Statements |
ASU 2020-04, Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting
Issued March 2020 | | • Provides optional guidance for a limited period of time to ease the potential burden in accounting for (or derecognizing the effects of) reference rate reform on financial reporting. Specifically, the amendments provide optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. These relate only to those contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. • Effective as of March 12, 2020 and can be adopted anytime during the period of January 1, 2020 through December 31, 2022. | | • Customers adopted this guidance during adoption period for certain optional expedients. • The adoption of this guidance did not have a material impact on Customers' financial condition, results of operations and consolidated financial statements. • As of March 31, 2021, Customers has not yet elected to apply optional expedients for certain contract modifications. However, we plan to elect additional optional expedients in the future. |
| | | | |
ASU 2021-01, Reference Rate Reform (Topic 848) - Scope
Issued January 2021 | | • Clarifies that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition, including derivative instruments that use an interest rate for margining, discounting, or contract price alignment that is modified as a result of reference rate reform. • Effective as of March 12, 2020 and can be adopted anytime during the period of January 1, 2020 through December 31, 2022. | | • Customers adopted this guidance during adoption period for certain optional expedients. • The adoption of this guidance did not have a material impact on Customers' financial condition, results of operations and consolidated financial statements. • As of March 31, 2021, Customers has not yet elected to apply optional expedients for certain contract modifications. We plan to elect additional optional expedients in the future. |
| | | | |
NOTE 3 – DISCONTINUED OPERATIONS
On January 4, 2021, Customers Bancorp completed the previously announced divestiture of BMT, the technology arm of its BankMobile segment, to MFAC Merger Sub Inc., an indirect wholly-owned subsidiary of MFAC, pursuant to an Agreement and Plan of Merger, dated August 6, 2020, by and among MFAC, MFAC Merger Sub Inc., BMT, Customers Bank, the sole stockholder of BMT, and Customers Bancorp, the parent bank holding company for Customers Bank (as amended on November 2, 2020 and December 8, 2020). Following the completion of the divestiture of BMT, BankMobile's serviced deposits and loans and the related net interest income have been combined with Customers' financial condition and the results of operations as a single reportable segment.
Upon closing of the divestiture, Customers received cash consideration of $23.1 million and holders of Customers Bancorp's common stock who held their shares as of the close of business on December 18, 2020 became entitled to receive an aggregate of 4,876,387 shares of BM Technologies' common stock. Customers distributed 0.15389 shares of BM Technologies common stock for each share of Customers Bancorp's common stock held as of the close of business on December 18, 2020 as special dividends. Certain team members of BMT also received 1,348,748 restricted shares of BM Technologies' common stock in the form of severance payments. The total stock consideration from the divestiture that were distributed to holders of Customers Bancorp's common stock and certain BMT team members represented 52% of the outstanding common stock of BM Technologies at the closing date of the divestiture.
The sale of BMT was accounted for as a sale of non-controlling interest and the merger between BMT and MFAC was accounted for as a reverse recapitalization as BMT was considered to be the accounting acquirer. Upon closing of the transaction, Customers had no remaining investment in BM Technologies.
BMT's historical financial results for periods prior to the divestiture are reflected in Customers Bancorp’s consolidated financial statements as discontinued operations. The assets and liabilities of BMT have been presented as "Assets of discontinued operations" and "Liabilities of discontinued operations" on the consolidated balance sheet at December 31, 2020. BMT's operating results and associated cash flows have been presented as "Discontinued operations" within the accompanying consolidated financial statements and prior period amounts have been reclassified to conform with the current period presentation.
The following summarized financial information related to BMT has been segregated from continuing operations and reported as discontinued operations for the periods presented.
| | | | | | | | | | | | | | | | | | |
| | Three Months Ended
March 31, | | |
| (amounts in thousands) | | 2021 | | 2020 | | | | |
| Discontinued operations: | | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| Non-interest income | | $ | 0 | | | $ | 16,072 | | | | | |
| Non-interest expense | | 20,354 | | | 22,794 | | | | | |
| Loss from discontinued operations before income taxes | | (20,354) | | | (6,722) | | | | | |
| Income tax expense (benefit) | | 17,682 | | | (1,368) | | | | | |
| Net loss from discontinued operations | | $ | (38,036) | | | $ | (5,354) | | | | | |
The assets and liabilities of discontinued operations on the consolidated balance sheet as of December 31, 2020 were as follows:
| | | | | | | |
| (amounts in thousands) | | | December 31,
2020 |
| Carrying amounts of assets included as part of discontinued operations: | | | |
| Cash and cash equivalents | | | $ | 2,989 | |
| Premises and equipment, net | | | 401 | |
| Goodwill and other intangibles | | | 10,329 | |
| Other assets | | | 48,336 | |
| Total assets of discontinued operations | | | $ | 62,055 | |
| | | |
| Carrying amounts of liabilities included as part of discontinued operations: | | | |
| Borrowings from Customers Bank | | | $ | 21,000 | |
| Accrued interest payable and other liabilities | | | 18,704 | |
| Total liabilities of discontinued operations | | | $ | 39,704 | |
In connection with the divestiture, Customers has also entered into various agreements with BM Technologies, including a transition services agreement, software license agreement, deposit servicing agreement, non-competition agreement and loan agreement for periods ranging from one to ten years. Customers incurred expenses of $13.7 million to BM Technologies under the deposit servicing agreement, included within the technology, communication and bank operations expense in the income from continuing operations during the three months ended March 31, 2021.
NOTE 34 — EARNINGS (LOSS) PER SHARE
The following are the components and results of Customers' earnings (loss) per common share calculations for the periods presented.
| | | | Three Months Ended
June 30, | | | Six Months Ended
June 30, | | | Three Months Ended
March 31, | |
| (amounts in thousands, except share and per share data) | (amounts in thousands, except share and per share data) | 2020 | | 2019 | | 2020 | | 2019 | (amounts in thousands, except share and per share data) | 2021 | | 2020 | |
| | Net income from continuing operations available to common shareholders | | Net income from continuing operations available to common shareholders | $ | 71,240 | | | $ | 4,839 | | |
| Net loss from discontinued operations | | Net loss from discontinued operations | (38,036) | | | (5,354) | | |
| Net income available to common shareholders | Net income available to common shareholders | $ | 19,137 | | | $ | 5,681 | | | $ | 18,621 | | | $ | 17,506 | | Net income available to common shareholders | $ | 33,204 | | | $ | (515) | | |
| | Weighted-average number of common shares outstanding – basic | Weighted-average number of common shares outstanding – basic | 31,477,591 | | | 31,154,292 | | | 31,434,371 | | | 31,101,037 | | Weighted-average number of common shares outstanding – basic | 31,883,946 | | | 31,391,151 | | |
| Share-based compensation plans | Share-based compensation plans | 148,180 | | | 471,449 | | | 191,298 | | | 446,985 | | Share-based compensation plans | 957,765 | | | 0 | | |
| | Weighted-average number of common shares – diluted | Weighted-average number of common shares – diluted | 31,625,771 | | | 31,625,741 | | | 31,625,669 | | | 31,548,022 | | Weighted-average number of common shares – diluted | 32,841,711 | | | 31,391,151 | | |
| | | Basic earnings (loss) per common share from continuing operations | | Basic earnings (loss) per common share from continuing operations | $ | 2.23 | | | $ | 0.15 | | |
| Basic earnings (loss) per common share from discontinued operations | | Basic earnings (loss) per common share from discontinued operations | (1.19) | | | (0.17) | | |
| Basic earnings (loss) per common share | Basic earnings (loss) per common share | $ | 0.61 | | | $ | 0.18 | | | $ | 0.59 | | | $ | 0.56 | | Basic earnings (loss) per common share | 1.04 | | | (0.02) | | |
| | Diluted earnings (loss) per common share from continuing operations | | Diluted earnings (loss) per common share from continuing operations | $ | 2.17 | | | $ | 0.15 | | |
| Diluted earnings (loss) per common share from discontinued operations | | Diluted earnings (loss) per common share from discontinued operations | (1.16) | | | (0.17) | | |
| Diluted earnings (loss) per common share | Diluted earnings (loss) per common share | $ | 0.61 | | | $ | 0.18 | | | $ | 0.59 | | | $ | 0.55 | | Diluted earnings (loss) per common share | 1.01 | | | (0.02) | | |
The following are securities that could potentially dilute basic earnings per common share in future periods that were not included in the computation of diluted earnings per common share because either the performance conditions for certain of the share-based compensation awards have not been met or to do so would have been anti-dilutive for the periods presented.
| | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended
June 30, | | | | Six Months Ended
June 30, | | |
| | 2020 | | 2019 | | 2020 | | 2019 |
| Share-based compensation awards | 3,813,959 | | | 2,246,181 | | | 3,674,506 | | | 2,301,663 | |
| | | | | | | |
| | | | | | | |
| | | | | | | | | | | | | | | |
| | Three Months Ended
March 31, | | |
| | 2021 | | 2020 | | | | |
| Share-based compensation awards | 277,725 | | | 6,718,131 | | | | | |
| | | | | | | |
| | | | | | | |
NOTE 45 — CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) BY COMPONENT
The following tables present the changes in accumulated other comprehensive income (loss) by component for the three and six months ended June 30, 2020March 31, 2021 and 2019. All amounts are presented net of tax.2020. Amounts in parentheses indicate reductions to AOCI.
| | | | | Three Months Ended June 30, 2020 | | | | Three Months Ended March 31, 2021 |
| (amounts in thousands) | (amounts in thousands) | | Unrealized Gains (Losses) on Available for Sale Securities (1) | | Unrealized Gains (Losses) on Cash Flow Hedges (2) | | Total | (amounts in thousands) | | Unrealized Gains (Losses) on Available for Sale Securities (1) | | Unrealized Gains (Losses) on Cash Flow Hedges (2) | | Total |
| Balance - March 31, 2020 | | $ | 4,614 | | | $ | (34,789) | | | $ | (30,175) | | |
| Balance - December 31, 2020 | | Balance - December 31, 2020 | | $ | 23,312 | | | $ | (29,076) | | | $ | (5,764) | |
| | Unrealized gains (losses) arising during period, before tax | Unrealized gains (losses) arising during period, before tax | | 35,315 | | | (6,369) | | | 28,946 | | Unrealized gains (losses) arising during period, before tax | | 400 | | | 12,315 | | | 12,715 | |
| Income tax effect | Income tax effect | | (9,182) | | | 1,684 | | | (7,498) | | Income tax effect | | (104) | | | (3,202) | | | (3,306) | |
| Other comprehensive income (loss) before reclassifications | Other comprehensive income (loss) before reclassifications | | 26,133 | | | (4,685) | | | 21,448 | | Other comprehensive income (loss) before reclassifications | | 296 | | | 9,113�� | | | 9,409 | |
| Reclassification adjustments for (gains) losses included in net income, before tax | Reclassification adjustments for (gains) losses included in net income, before tax | | (4,353) | | | 2,718 | | | (1,635) | | Reclassification adjustments for (gains) losses included in net income, before tax | | (23,566) | | | 25,926 | | | 2,360 | |
| Income tax effect | Income tax effect | | 1,131 | | | (734) | | | 397 | | Income tax effect | | 6,127 | | | (6,741) | | | (614) | |
| Amounts reclassified from accumulated other comprehensive income (loss) to net income | Amounts reclassified from accumulated other comprehensive income (loss) to net income | | (3,222) | | | 1,984 | | | (1,238) | | Amounts reclassified from accumulated other comprehensive income (loss) to net income | | (17,439) | | | 19,185 | | | 1,746 | |
| Net current-period other comprehensive income (loss) | Net current-period other comprehensive income (loss) | | 22,911 | | | (2,701) | | | 20,210 | | Net current-period other comprehensive income (loss) | | (17,143) | | | 28,298 | | | 11,155 | |
| Balance - June 30, 2020 | | $ | 27,525 | | | $ | (37,490) | | | $ | (9,965) | | |
| Balance - March 31, 2021 | | Balance - March 31, 2021 | | $ | 6,169 | | | $ | (778) | | | $ | 5,391 | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | Six Months Ended June 30, 2020 | | | | | | |
| (amounts in thousands) | | | Unrealized Gains (Losses) Available for Sale Securities (1) | | Unrealized Gains (Losses) on Cash Flow Hedges (2) | | | | Total |
| Balance - December 31, 2019 | | | $ | 14,287 | | | $ | (15,537) | | | | | $ | (1,250) | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| Unrealized gains (losses) arising during period, before tax | | | 26,217 | | | (34,066) | | | | | (7,849) | |
| Income tax effect | | | (6,816) | | | 9,035 | | | | | 2,219 | |
| Other comprehensive income (loss) before reclassifications | | | 19,401 | | | (25,031) | | | | | (5,630) | |
| Reclassification adjustments for (gains) losses included in net income, before tax | | | (8,328) | | | 4,196 | | | | | (4,132) | |
| Income tax effect | | | 2,165 | | | (1,118) | | | | | 1,047 | |
| Amounts reclassified from accumulated other comprehensive income (loss) to net income | | | (6,163) | | | 3,078 | | | | | (3,085) | |
| Net current-period other comprehensive income (loss) | | | 13,238 | | | (21,953) | | | | | (8,715) | |
| Balance - June 30, 2020 | | | $ | 27,525 | | | $ | (37,490) | | | | | $ | (9,965) | |
| | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | Three Months Ended March 31, 2020 |
| | | | | | | |
| (amounts in thousands) | | | Unrealized Gains (Losses) on Available for Sale Securities (1) | | Unrealized Gains (Losses) on Cash Flow Hedges (2) | | Total |
| Balance - December 31, 2019 | | | $ | 14,287 | | | $ | (15,537) | | | $ | (1,250) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Unrealized gains (losses) arising during period, before tax | | | (9,098) | | | (27,697) | | | (36,795) | |
| Income tax effect | | | 2,366 | | | 7,351 | | | 9,717 | |
| Other comprehensive income (loss) before reclassifications | | | (6,732) | | | (20,346) | | | (27,078) | |
| Reclassification adjustments for losses (gains) included in net income, before tax | | | (3,974) | | | 1,478 | | | (2,496) | |
| Income tax effect | | | 1,033 | | | (384) | | | 649 | |
| Amounts reclassified from accumulated other comprehensive income (loss) to net income | | | (2,941) | | | 1,094 | | | (1,847) | |
| Net current-period other comprehensive income (loss) | | | (9,673) | | | (19,252) | | | (28,925) | |
| Balance - March 31, 2020 | | | $ | 4,614 | | | $ | (34,789) | | | $ | (30,175) | |
(1)Reclassification amounts for available for saleAFS debt securities are reported as gain or loss on sale of investment securities on the consolidated statements of income.
(2)Reclassification amounts for cash flow hedges are reported as interest expense for the applicable hedged items or loss on cash flow hedge derivative terminations on the consolidated statements of income.
| | | | | | | | | | | | | | | | | | | |
| | | Three Months Ended June 30, 2019 | | | | |
| | | | | | | |
| (amounts in thousands) | | | Unrealized Gains (Losses) on Available for Sale Securities (1) | | Unrealized Gains (Losses) on Cash Flow Hedges (2) | | Total |
| Balance - March 31, 2019 | | | $ | (8,556) | | | $ | (6,363) | | | $ | (14,919) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Unrealized gains (losses) arising during period, before tax | | | 20,755 | | | (14,102) | | | 6,653 | |
| Income tax effect | | | (5,397) | | | 3,667 | | | (1,730) | |
| Other comprehensive income (loss) before reclassifications | | | 15,358 | | | (10,435) | | | 4,923 | |
| Reclassification adjustments for losses (gains) included in net income, before tax | | | — | | | 4 | | | 4 | |
| Income tax effect | | | — | | | (1) | | | (1) | |
| Amounts reclassified from accumulated other comprehensive income (loss) to net income | | | — | | | 3 | | | 3 | |
| Net current-period other comprehensive income (loss) | | | 15,358 | | | (10,432) | | | 4,926 | |
| Balance - June 30, 2019 | | | $ | 6,802 | | | $ | (16,795) | | | $ | (9,993) | |
| | | | | | | | | | | | | | | | | | | |
| | | Six Months Ended June 30, 2019 | | | | |
| | | | | | | |
| (amounts in thousands) | | | Unrealized Gains (Losses) on Available for Sale Securities (1) | | Unrealized Gains (Losses) on Cash Flow Hedges (2) | | Total |
| Balance - December 31, 2018 | | | $ | (21,741) | | | $ | (922) | | | $ | (22,663) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Unrealized gains (losses) arising during period, before tax | | | 38,572 | | | (21,041) | | | 17,531 | |
| Income tax effect | | | (10,029) | | | 5,471 | | | (4,558) | |
| Other comprehensive income (loss) before reclassifications | | | 28,543 | | | (15,570) | | | 12,973 | |
| Reclassification adjustments for losses (gains) included in net income, before tax | | | — | | | (409) | | | (409) | |
| Income tax effect | | | — | | | 106 | | | 106 | |
| Amounts reclassified from accumulated other comprehensive income (loss) to net income | | | — | | | (303) | | | (303) | |
| Net current-period other comprehensive income | | | 28,543 | | | (15,873) | | | 12,670 | |
| Balance - June 30, 2019 | | | $ | 6,802 | | | $ | (16,795) | | | $ | (9,993) | |
| | | | | | | |
(1)Reclassification amounts for available for sale debt securities are reported as gain or loss on sale of investment securities on the consolidated statements of income.
(2)Reclassification amounts for cash flow hedges are reported as interest expense for the applicable hedged items on the consolidated statements of income.
NOTE 56 — INVESTMENT SECURITIES
The amortized cost and fair value of investment securities as of June 30, 2020March 31, 2021 and December 31, 20192020 are summarized in the tables below:
| | | | June 30, 2020 (1) | | | March 31, 2021 (1) |
| (amounts in thousands) | (amounts in thousands) | Amortized Cost | | Gross Unrealized Gains | | Gross Unrealized Losses | | Fair Value | (amounts in thousands) | Amortized Cost | | Gross Unrealized Gains | | Gross Unrealized Losses | | Fair Value |
| Available for sale debt securities: | Available for sale debt securities: | | | | | | | | Available for sale debt securities: | | | | | | | |
| Agency-guaranteed residential mortgage-backed securities | $ | 140,019 | | | $ | 4,291 | | | $ | — | | | $ | 144,310 | | |
| Asset-backed securities | | Asset-backed securities | $ | 381,525 | | | $ | 5,717 | | | $ | (249) | | | $ | 386,993 | |
| U.S. government agencies securities | | U.S. government agencies securities | 20,000 | | | 53 | | | 0 | | | 20,053 | |
| Agency-guaranteed mortgage-backed securities | | Agency-guaranteed mortgage-backed securities | 37,933 | | | 9 | | | (308) | | | 37,634 | |
| | Agency-guaranteed collateralized mortgage obligations | Agency-guaranteed collateralized mortgage obligations | 145,061 | | | 765 | | | — | | | 145,826 | | Agency-guaranteed collateralized mortgage obligations | 211,226 | | | 365 | | | (487) | | | 211,104 | |
State and political subdivision debt securities (2) | 17,496 | | | 893 | | | — | | | 18,389 | | |
| Corporate notes (3) | 324,986 | | | 31,286 | | | (39) | | | 356,233 | | |
| Collateralized loan obligations | | Collateralized loan obligations | 162,998 | | | 139 | | | (43) | | | 163,094 | |
| Commercial mortgage-backed securities | | Commercial mortgage-backed securities | 13,059 | | | 0 | | | 0 | | | 13,059 | |
Corporate notes (2) | | Corporate notes (2) | 255,126 | | | 3,422 | | | (624) | | | 257,924 | |
| Private label collateralized mortgage obligations | | Private label collateralized mortgage obligations | 329,367 | | | 1,277 | | | (1,955) | | | 328,689 | |
State and political subdivision debt securities (3) | | State and political subdivision debt securities (3) | 18,481 | | | 46 | | | 0 | | | 18,527 | |
| | Available for sale debt securities | Available for sale debt securities | $ | 627,562 | | | $ | 37,235 | | | $ | (39) | | | 664,758 | | Available for sale debt securities | $ | 1,429,715 | | | $ | 11,028 | | | $ | (3,666) | | | 1,437,077 | |
Interest-only GNMA securities (4) | | | | | | | 14,396 | | |
Equity securities (5) | | 2,228 | | |
| Equity securities (4) | | Equity securities (4) | | | | | | | 4,827 | |
| Total investment securities, at fair value | Total investment securities, at fair value | | $ | 681,382 | | Total investment securities, at fair value | | $ | 1,441,904 | |
| | | | December 31, 2019 | | | December 31, 2020 (1) |
| (amounts in thousands) | (amounts in thousands) | Amortized Cost | | Gross Unrealized Gains | | Gross Unrealized Losses | | Fair Value | (amounts in thousands) | Amortized Cost | | Gross Unrealized Gains | | Gross Unrealized Losses | | Fair Value |
| Available for sale debt securities: | Available for sale debt securities: | | | | | | | | Available for sale debt securities: | | | | | | | |
| Agency-guaranteed residential mortgage-backed securities | $ | 273,252 | | | $ | 5,069 | | | $ | — | | | $ | 278,321 | | |
| Asset-backed securities | | Asset-backed securities | $ | 372,640 | | | $ | 4,515 | | | $ | (10) | | | $ | 377,145 | |
| U.S. government agencies securities | | U.S. government agencies securities | 20,000 | | | 34 | | | 0 | | | 20,034 | |
| Agency-guaranteed mortgage-backed securities | | Agency-guaranteed mortgage-backed securities | 61,178 | | | 1,913 | | | 0 | | | 63,091 | |
| Corporate notes (3) | 284,639 | | | 14,238 | | | — | | | 298,877 | | |
| Agency-guaranteed collateralized mortgage obligations | | Agency-guaranteed collateralized mortgage obligations | 160,950 | | | 916 | | | (99) | | | 161,767 | |
| Collateralized loan obligations | | Collateralized loan obligations | 32,367 | | | 0 | | | 0 | | | 32,367 | |
Corporate notes (2) | | Corporate notes (2) | 372,764 | | | 24,144 | | | (164) | | | 396,744 | |
| Private label collateralized mortgage obligations | | Private label collateralized mortgage obligations | 136,943 | | | 423 | | | (374) | | | 136,992 | |
State and political subdivision debt securities (3) | | State and political subdivision debt securities (3) | 17,346 | | | 945 | | | 0 | | | 18,291 | |
| Available for sale debt securities | Available for sale debt securities | $ | 557,891 | | | $ | 19,307 | | | $ | — | | | 577,198 | | Available for sale debt securities | $ | 1,174,188 | | | $ | 32,890 | | | $ | (647) | | | 1,206,431 | |
Interest-only GNMA securities (4) | | | | | | | 16,272 | | |
Equity securities (5) | | 2,406 | | |
| Equity securities (4) | | Equity securities (4) | | | | | | | 3,854 | |
| Total investment securities, at fair value | Total investment securities, at fair value | | $ | 595,876 | | Total investment securities, at fair value | | $ | 1,210,285 | |
(1)Accrued interest on AFS debt securities totaled $3.2$4.3 million and $4.2 million at June 30,March 31, 2021 and December 31, 2020, respectively, and is included in accrued interest receivable on the consolidated balance sheet.
(2)Includes both taxable and non-taxable municipal securities.
(3)Includes corporate securities issued by domestic bank holding companies.
(4)(3)Reported at fair value with fair value changes recorded in non-interest income based on a fair value option election.Includes both taxable and non-taxable municipal securities.
(5)(4)Includes equity securities issued by a foreign entity.
On June 28, 2019, Customers obtained ownership of certain interest-only GNMA securities that served as the primary collateral for loans made to one commercial mortgage warehouse customer through a Uniform Commercial Code private sale transaction. In connection with the acquisition of the interest-only GNMA securities, Customers recognized a pre-tax loss of $7.5 million forDuring the three months ended June 30, 2019 for the shortfall in the fair value of the interest-only GNMA securities compared to its credit exposure to this commercial mortgage warehouse customer. Upon acquisition, Customers elected the fair value option for these interest-only GNMA securities. The fair value of these securities at June 30, 2020 was $14.4 million.
During the threeMarch 31, 2021 and six months ended June 30, 2020, Customers recognized unrealized gains of $1.2$1.0 million and unrealized losses of $0.2 million, respectively, on its equity securities. During the three and six months ended June 30, 2019, Customers recognized unrealized losses of $0.3 million and $0.3$1.4 million, respectively, on its equity securities. These unrealized gains and losses are reported as unrealized gain (loss) on investment securities within non-interest income on the consolidated statements of income.
Proceeds from the sale of available for sale debtAFS securities were $109.2$353.9 million for the three and six months ended June 30,March 31, 2021. Proceeds from the sale of AFS securities during the three months ended March 31, 2020 were received in April 2020. Realized gains from the sale of available for saleAFS debt securities were $4.4$23.6 million and $8.3$4.0 million for the three and six months ended June 30,March 31, 2021 and 2020, respectively. There were 0 sales of available for sale debt securities for the three and six months ended June 30, 2019. These gains (losses) were determined using the specific identification method and were reported as gain (loss) on sale of investment securities within non-interest income on the consolidated statements of income.
The following table shows debt securities by stated maturity. Debt securities backed by mortgages and interest-only GNMA securitiesother assets have expected maturities that differ from contractual maturities because borrowers have the right to call or prepay and, therefore, these debt securities are classified separately with no specific maturity date:
| | | | June 30, 2020 | | | March 31, 2021 |
| (amounts in thousands) | (amounts in thousands) | Amortized
Cost | | Fair
Value | (amounts in thousands) | Amortized
Cost | | Fair
Value |
| Due in one year or less | Due in one year or less | $ | 7,954 | | | $ | 8,003 | | Due in one year or less | $ | 0 | | | $ | 0 | |
| Due after one year through five years | Due after one year through five years | 62,687 | | | 64,280 | | Due after one year through five years | 140,681 | | | 141,641 | |
| Due after five years through ten years | Due after five years through ten years | 252,845 | | | 282,450 | | Due after five years through ten years | 142,991 | | | 144,893 | |
| Due after ten years | Due after ten years | 18,996 | | | 19,889 | | Due after ten years | 9,935 | | | 9,970 | |
| Agency-guaranteed residential mortgage-backed securities | 140,019 | | | 144,310 | | |
| Asset-backed securities | | Asset-backed securities | 381,525 | | | 386,993 | |
| Collateralized loan obligations | | Collateralized loan obligations | 162,998 | | | 163,094 | |
| Commercial mortgage-backed securities | | Commercial mortgage-backed securities | 13,059 | | | 13,059 | |
| Agency-guaranteed mortgage-backed securities | | Agency-guaranteed mortgage-backed securities | 37,933 | | | 37,634 | |
| | Private label collateralized mortgage obligations | | Private label collateralized mortgage obligations | 329,367 | | | 328,689 | |
| | Agency-guaranteed collateralized mortgage obligations | Agency-guaranteed collateralized mortgage obligations | 145,061 | | | 145,826 | | Agency-guaranteed collateralized mortgage obligations | 211,226 | | | 211,104 | |
| | Interest-only GNMA securities | — | | | 14,396 | | |
| | Total debt securities | Total debt securities | $ | 627,562 | | | $ | 679,154 | | Total debt securities | $ | 1,429,715 | | | $ | 1,437,077 | |
Gross unrealized losses and fair value of Customers' available for saleAFS debt securities aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at June 30, 2020March 31, 2021 were as follows:
| | | | | June 30, 2020 | | | March 31, 2021 |
| | | Less Than 12 Months | | | 12 Months or More | | | Total | | | Less Than 12 Months | | 12 Months or More | | Total |
| (amounts in thousands) | (amounts in thousands) | Fair Value | | Unrealized Losses | | Fair Value | | Unrealized Losses | | Fair Value | | Unrealized Losses | (amounts in thousands) | Fair Value | | Unrealized Losses | | Fair Value | | Unrealized Losses | | Fair Value | | Unrealized Losses |
| Available for sale debt securities: | Available for sale debt securities: | | | | | | | | | | | | Available for sale debt securities: | | | | | | | | | | | |
| Asset-backed securities | | Asset-backed securities | $ | 90,064 | | | $ | (249) | | | $ | 0 | | | $ | 0 | | | $ | 90,064 | | | $ | (249) | |
| Agency-guaranteed mortgage-backed securities | | Agency-guaranteed mortgage-backed securities | 10,377 | | | (308) | | | 0 | | | 0 | | | 10,377 | | | (308) | |
| | Agency-guaranteed collateralized mortgage obligations | | Agency-guaranteed collateralized mortgage obligations | 55,825 | | | (487) | | | 0 | | | 0 | | | 55,825 | | | (487) | |
| Collateralized loan obligations | | Collateralized loan obligations | 55,703 | | | (43) | | | 0 | | | 0 | | | 55,703 | | | (43) | |
| Corporate notes | Corporate notes | 4,961 | | | (39) | | | — | | | — | | | 4,961 | | | (39) | | Corporate notes | 48,905 | | | (624) | | | 0 | | | 0 | | | 48,905 | | | (624) | |
| Private label collateralized mortgage obligations | | Private label collateralized mortgage obligations | 108,417 | | | (1,955) | | | 0 | | | 0 | | | 108,417 | | | (1,955) | |
| | Total | Total | $ | 4,961 | | | $ | (39) | | | $ | — | | | $ | — | | | $ | 4,961 | | | $ | (39) | | Total | $ | 369,291 | | | $ | (3,666) | | | $ | 0 | | | $ | 0 | | | $ | 369,291 | | | $ | (3,666) | |
At JuneMarch 31, 2021, there were 30 2020, there was 1 available for saleAFS debt securitysecurities with unrealized losses in the less-than-twelve-month category and 0 available for saleAFS debt securities with unrealized losses in the twelve-month-or-more category. The unrealized loss waslosses were principally due to changes in market interest rates that resulted in a negative impact on the respective note'ssecurities' fair value. All amounts related to the corporate notesthese securities are expected to be recovered when market prices recover or at maturity. Customers does not intend to sell any of the security,30 securities, and it is not more likely than not that Customers will be required to sell any of the security30 securities before recovery of the amortized cost basis. At December 31, 2019,2020, there were 0 available for sale16 AFS debt securities in an unrealized loss position.
At June 30, 2020March 31, 2021 and December 31, 2019,2020, Customers Bank had pledged investment securities aggregating $16.9$17.6 million and $20.4$18.8 million in fair value, respectively, as collateral against its borrowings primarily withfor an unused line of credit with another financial institution. These counterparties do not have the ability to sell or repledge these securities.
At June 30, 2020March 31, 2021 and December 31, 2019,2020, no securities holding of any one issuer, other than the U.S. Governmentgovernment and its agencies, amounted to greater than 10% of shareholders' equity.
NOTE 67 – LOANS HELD FOR SALE
The composition of loans held for sale as of June 30, 2020March 31, 2021 and December 31, 20192020 was as follows:
| | | (amounts in thousands) | (amounts in thousands) | June 30, 2020 | | December 31, 2019 | (amounts in thousands) | March 31, 2021 | | December 31, 2020 |
| Commercial loans: | Commercial loans: | | | | Commercial loans: | | | |
| | Multi-family loans, at lower of cost or fair value | Multi-family loans, at lower of cost or fair value | $ | 441,732 | | | $ | 482,873 | | Multi-family loans, at lower of cost or fair value | $ | 19,251 | | | $ | 0 | |
| Commercial mortgage loans, at lower of cost or fair value | 17,600 | | | — | | |
| Commercial and industrial loans, at lower of cost or fair value | | Commercial and industrial loans, at lower of cost or fair value | 0 | | | 55,683 | |
| Commercial real estate non-owner occupied loans, at lower of cost or fair value | | Commercial real estate non-owner occupied loans, at lower of cost or fair value | 0 | | | 17,251 | |
| Total commercial loans held for sale | Total commercial loans held for sale | 459,332 | | | 482,873 | | Total commercial loans held for sale | 19,251 | | | 72,934 | |
| Consumer loans: | Consumer loans: | | Consumer loans: | |
| Home equity conversion mortgages, at lower of cost or fair value | Home equity conversion mortgages, at lower of cost or fair value | 1,325 | | | 1,325 | | Home equity conversion mortgages, at lower of cost or fair value | 643 | | | 643 | |
| Residential mortgage loans, at fair value | Residential mortgage loans, at fair value | 3,507 | | | 2,130 | | Residential mortgage loans, at fair value | 1,205 | | | 5,509 | |
| Installment loans, at lower of cost or fair value | | Installment loans, at lower of cost or fair value | 25,007 | | | 0 | |
| Total consumer loans held for sale | Total consumer loans held for sale | 4,832 | | | 3,455 | | Total consumer loans held for sale | 26,855 | | | 6,152 | |
| Loans held for sale | Loans held for sale | $ | 464,164 | | | $ | 486,328 | | Loans held for sale | $ | 46,106 | | | $ | 79,086 | |
Total loans held for sale as of June 30, 2020March 31, 2021 and December 31, 20192020 included NPLs of $18.9$0.6 million and $1.3$18.5 million, respectively.
NOTE 78 — LOANS AND LEASES RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES ON LOANS AND LEASES
The following table presents loans and leases receivable as of June 30, 2020March 31, 2021 and December 31, 2019.2020.
| | (amounts in thousands) | (amounts in thousands) | June 30, 2020 | | December 31, 2019 | (amounts in thousands) | March 31, 2021 | | December 31, 2020 |
| Loans and leases receivable, mortgage warehouse, at fair value | Loans and leases receivable, mortgage warehouse, at fair value | $ | 2,793,164 | | | $ | 2,245,758 | | Loans and leases receivable, mortgage warehouse, at fair value | $ | 3,407,622 | | | $ | 3,616,432 | |
| Loans receivable, PPP | Loans receivable, PPP | 4,760,427 | | | — | | Loans receivable, PPP | 5,178,089 | | | 4,561,365 | |
| Loans receivable: | Loans receivable: | | Loans receivable: | |
| Commercial: | Commercial: | | Commercial: | |
| Multi-family | Multi-family | 1,581,839 | | | 1,907,331 | | Multi-family | 1,640,278 | | | 1,761,301 | |
Commercial and industrial (1) | Commercial and industrial (1) | 2,099,442 | | | 1,891,152 | | Commercial and industrial (1) | 2,220,652 | | | 2,289,441 | |
| Commercial real estate owner occupied | Commercial real estate owner occupied | 544,772 | | | 551,948 | | Commercial real estate owner occupied | 590,093 | | | 572,338 | |
| Commercial real estate non-owner occupied | Commercial real estate non-owner occupied | 1,244,773 | | | 1,222,772 | | Commercial real estate non-owner occupied | 1,194,832 | | | 1,196,564 | |
| Construction | Construction | 128,834 | | | 117,617 | | Construction | 156,837 | | | 140,905 | |
| Total commercial loans and leases receivable | Total commercial loans and leases receivable | 5,599,660 | | | 5,690,820 | | Total commercial loans and leases receivable | 5,802,692 | | | 5,960,549 | |
| Consumer: | Consumer: | | Consumer: | |
| Residential real estate | Residential real estate | 348,109 | | | 382,634 | | Residential real estate | 293,805 | | | 317,170 | |
| Manufactured housing | Manufactured housing | 66,865 | | | 71,359 | | Manufactured housing | 59,977 | | | 62,243 | |
| Other consumer | 1,257,813 | | | 1,174,175 | | |
| Installment | | Installment | 1,380,015 | | | 1,235,406 | |
| Total consumer loans receivable | Total consumer loans receivable | 1,672,787 | | | 1,628,168 | | Total consumer loans receivable | 1,733,797 | | | 1,614,819 | |
Loans and leases receivable (2) | Loans and leases receivable (2) | 7,272,447 | | | 7,318,988 | | Loans and leases receivable (2) | 7,536,489 | | | 7,575,368 | |
| | Allowance for credit losses | (159,905) | | | (56,379) | | |
| Total loans and leases receivable, net of allowance for credit losses | $ | 14,666,133 | | | $ | 9,508,367 | | |
| Allowance for credit losses on loans and leases | | Allowance for credit losses on loans and leases | (128,736) | | | (144,176) | |
| Total loans and leases receivable, net of allowance for credit losses on loans and leases | | Total loans and leases receivable, net of allowance for credit losses on loans and leases | $ | 15,993,464 | | | $ | 15,608,989 | |
(1)Includes direct finance equipment leases of $96.4$107.1 million and $89.2$108.0 million at June 30, 2020March 31, 2021 and December 31, 2019,2020, respectively.
(2)Includes deferred (fees) costs and unamortized (discounts) premiums, net of $(83.1)$(133.2) million and $2.1$(54.6) million at June 30, 2020March 31, 2021 and December 31, 2019,2020, respectively.
Customers' total loans and leases receivable portfolio includes loans receivable which are reported at fair value based on an election made to account for these loans at fair value and loans and leases receivable which are predominately reported at their outstanding unpaid principal balance, net of charge-offs and deferred costs and fees and unamortized premiums and discounts and are evaluated for impairment. The total amount of accrued interest recorded for total loans was $47.1$79.3 million and $34.8$76.6 million at June 30, 2020March 31, 2021 and December 31, 2019,2020, respectively, and is presented in accrued interest receivable in the consolidated balance sheet. At June 30, 2020,March 31, 2021, there were $55.9$38.8 million of individually evaluated loans that were collateral-dependent. Substantially all individually evaluated loans are collateral-dependent and consisted primarily of commercial and industrial, commercial real estate, and residential real estate loans.
Collateral-dependent commercial and industrial loans were secured by accounts receivable, inventory and equipment; collateral-dependent commercial real estate loans were secured by commercial real estate assets; and residential real estate loans were secured by residential real estate assets.
Loans receivable, PPP:PPP
On March 27, 2020, the CARES Act was signed into law and created funding for a new product called the PPP. The PPP is administered by the SBA and is intended to assist organizations with payroll related expenses. Customers had $4.8$5.2 billion of PPP loans outstanding as of June 30, 2020,March 31, 2021, which are fully guaranteed by the SBA and earn a fixed interest rate of 1.00%. Customers recognized interest income, including origination fees, of $11.7$38.8 million for the three and six months ended June 30, 2020, respectively.March 31, 2021. There was 0 interest income recognized, including origination fees, for the three months ended March 31, 2020.
PPP loans include an embedded credit enhancement from the SBA, which guarantees 100% of the principal and interest owed by the borrower. As a result, the PPP loans do not have an ACL and are therefore excluded from ACL-related disclosures.
Loans receivable, mortgage warehouse, at fair value:value
Mortgage warehouse loans consist of commercial loans to mortgage companies. These mortgage warehouse lending transactions are subject to master repurchase agreements. As a result of the contractual provisions, for accounting purposes, control of the underlying mortgage loan has not transferred and the rewards and risks of the mortgage loans are not assumed by Customers. The mortgage
warehouse loans are designated as loans held for investment and reported at fair value based on an election made to account for the loans at fair value. Pursuant to the agreements, Customers funds the pipelines for these mortgage lenders by sending payments directly to the closing agents for funded mortgage loans and receives proceeds directly from third party investors when the underlying mortgage loans are sold into the secondary market. The fair value of the mortgage warehouse loans is estimated as the amount of cash initially advanced to fund the mortgage, plus accrued interest and fees, as specified in the respective agreements. The interest rates on these loans are variable, and the lending transactions are short-term, with an average life under 30 days from purchase to sale. The primary goal of these lending transactions is to provide liquidity to mortgage companies.
At June 30, 2020March 31, 2021 and December 31, 2019,2020, all of Customers' commercial mortgage warehouse loans were current in terms of payment. As these loans are reported at their fair value, they do not have an ACL and are therefore excluded from ACL-related disclosures.
Loans and leases receivable:receivable
The following tables summarize loans and leases receivable by loan and lease type and performance status as of June 30, 2020March 31, 2021 and December 31, 2019:2020:
| | | | June 30, 2020 | | | March 31, 2021 |
| (amounts in thousands) | (amounts in thousands) | 30-59 Days past due | | 60-89 Days past due | | 90 Days or more past due | | Total past due | | Loans and leases not past due (2) | | Total loans and leases (3) | (amounts in thousands) | 30-59 Days past due (1) | | 60-89 Days past due (1) | | 90 Days or more past due (1) | | Total past due (1) | | Loans and leases not past due (2) | | Total loans and leases (3) |
| Multi-family | Multi-family | $ | — | | | $ | 16,790 | | | $ | 7,013 | | | $ | 23,803 | | | $ | 1,558,036 | | | $ | 1,581,839 | | Multi-family | $ | 8,480 | | | $ | 1,245 | | | $ | 16,703 | | | $ | 26,428 | | | $ | 1,613,850 | | | $ | 1,640,278 | |
| Commercial and industrial | Commercial and industrial | 523 | | | 123 | | | 9,974 | | | 10,620 | | | 2,088,822 | | | 2,099,442 | | Commercial and industrial | 2,086 | | | 4,732 | | | 2,705 | | | 9,523 | | | 2,211,129 | | | 2,220,652 | |
| | Commercial real estate owner occupied | Commercial real estate owner occupied | — | | | 4,888 | | | 4,022 | | | 8,910 | | | 535,862 | | | 544,772 | | Commercial real estate owner occupied | 1,920 | | | 0 | | | 2,219 | | | 4,139 | | | 585,954 | | | 590,093 | |
| Commercial real estate non-owner occupied | Commercial real estate non-owner occupied | 97 | | | — | | | 30,257 | | | 30,354 | | | 1,214,419 | | | 1,244,773 | | Commercial real estate non-owner occupied | 2,169 | | | 0 | | | 2,356 | | | 4,525 | | | 1,190,307 | | | 1,194,832 | |
| Construction | Construction | — | | | — | | | — | | | — | | | 128,834 | | | 128,834 | | Construction | 0 | | | 0 | | | 0 | | | 0 | | | 156,837 | | | 156,837 | |
| Residential real estate | Residential real estate | 8,631 | | | 441 | | | 7,857 | | | 16,929 | | | 331,180 | | | 348,109 | | Residential real estate | 2,514 | | | 235 | | | 1,324 | | | 4,073 | | | 289,732 | | | 293,805 | |
Manufactured housing (5) | Manufactured housing (5) | 1,172 | | | — | | | 5,069 | | | 6,241 | | | 60,624 | | | 66,865 | | Manufactured housing (5) | 1,403 | | | 871 | | | 1,917 | | | 4,191 | | | 55,786 | | | 59,977 | |
| Other consumer | 11,415 | | | — | | | 4,887 | | | 16,302 | | | 1,241,511 | | | 1,257,813 | | |
| Installment | | Installment | 5,492 | | | 2,125 | | | 78 | | | 7,695 | | | 1,372,320 | | | 1,380,015 | |
| Total | Total | $ | 21,838 | | | $ | 22,242 | | | $ | 69,079 | | | $ | 113,159 | | | $ | 7,159,288 | | | $ | 7,272,447 | | Total | $ | 24,064 | | | $ | 9,208 | | | $ | 27,302 | | | $ | 60,574 | | | $ | 7,475,915 | | | $ | 7,536,489 | |
| | | December 31, 2019 | | | December 31, 2020 |
| (amounts in thousands) | (amounts in thousands) | 30-89 Days past due (1) | | 90 Days or more past due (1) | | Total past due (1) | | Non-accrual | | Current (2) | | Purchased-credit-impaired loans (4) | | Total loans and leases (5) | (amounts in thousands) | 30-59 Days past due (1) | | 60-89 Days past due (1) | | 90 Days or more past due (1) | | Total past due (1) | | Loans and leases not past due (2) | | Total loans and leases (3) |
| Multi-family | Multi-family | $ | 2,133 | | | — | | | $ | 2,133 | | | $ | 4,117 | | | $ | 1,901,336 | | | $ | 1,688 | | | $ | 1,909,274 | | Multi-family | $ | 4,193 | | | $ | 5,224 | | | $ | 14,907 | | | $ | 24,324 | | | $ | 1,736,977 | | | $ | 1,761,301 | |
| Commercial and industrial | Commercial and industrial | 2,395 | | | — | | | 2,395 | | | 4,531 | | | 1,882,700 | | | 354 | | | 1,889,980 | | Commercial and industrial | 2,257 | | | 1,274 | | | 3,079 | | | 6,610 | | | 2,282,831 | | | 2,289,441 | |
| | Commercial real estate owner occupied | Commercial real estate owner occupied | 5,388 | | | — | | | 5,388 | | | 1,963 | | | 537,992 | | | 6,664 | | | 552,007 | | Commercial real estate owner occupied | 864 | | | 1,324 | | | 2,370 | | | 4,558 | | | 567,780 | | | 572,338 | |
| Commercial real estate non-owner occupied | Commercial real estate non-owner occupied | 8,034 | | | — | | | 8,034 | | | 76 | | | 1,211,892 | | | 3,527 | | | 1,223,529 | | Commercial real estate non-owner occupied | 0 | | | 60 | | | 2,356 | | | 2,416 | | | 1,194,148 | | | 1,196,564 | |
| Construction | Construction | — | | | — | | | — | | | — | | | 118,418 | | | — | | | 118,418 | | Construction | 0 | | | 0 | | | 0 | | | 0 | | | 140,905 | | | 140,905 | |
| Residential real estate | Residential real estate | 5,924 | | | — | | | 5,924 | | | 6,128 | | | 359,491 | | | 3,471 | | | 375,014 | | Residential real estate | 6,640 | | | 1,827 | | | 1,856 | | | 10,323 | | | 306,847 | | | 317,170 | |
| Manufactured housing | Manufactured housing | 3,699 | | | 1,794 | | | 5,493 | | | 1,655 | | | 61,649 | | | 1,601 | | | 70,398 | | Manufactured housing | 1,518 | | | 673 | | | 1,951 | | | 4,142 | | | 58,101 | | | 62,243 | |
| Other consumer | 5,756 | | | $ | — | | | 5,756 | | | 1,551 | | | 1,170,793 | | | 183 | | | 1,178,283 | | |
| Installment | | Installment | 6,161 | | | 3,430 | | | 81 | | | 9,672 | | | 1,225,734 | | | 1,235,406 | |
| Total | Total | $ | 33,329 | | | $ | 1,794 | | | $ | 35,123 | | | $ | 20,021 | | | $ | 7,244,271 | | | $ | 17,488 | | | $ | 7,316,903 | | Total | $ | 21,633 | | | $ | 13,812 | | | $ | 26,600 | | | $ | 62,045 | | | $ | 7,513,323 | | | $ | 7,575,368 | |
(1)Includes past due loans and leases that are accruing interest because collection is considered probable.
(2)Loans and leases where next payment due is less than 30 days from the report date. The June 30,March 31, 2021 and December 31, 2020 table excludestables exclude PPP loans of $4.8$5.2 billion and $4.6 billion, respectively, which are all current as of June 30,March 31, 2021 and December 31, 2020.
(3)Includes purchased credit deterioratedPCD loans of $15.7$12.5 million and $13.4 million at June 30, 2020.
(4)Purchased-credit-impaired loans aggregated into a pool are accounted for as a single asset with a single composite interest rate and an aggregate expectation of cash flows, and the past due status of the pools, or that of the individual loans within the pools, is not meaningful. Due to the credit impaired nature of the loans, the loans are recorded at a discount reflecting estimated future cash flows and the Bank recognizes interest income on each pool of loans reflecting the estimated yield and passage of time. Such loans are considered to be performing. Purchased-credit-impaired loans that are not in pools accrete interest when the timing and amount of their expected cash flows are reasonably estimable, and are reported as performing loans.
(5)Amounts exclude deferred costs and fees and unamortized premiums and discounts.
As of June 30, 2020March 31, 2021 and December 31, 2019, the Bank had $0.1 million and $0.2 million, respectively, of residential real estate held in OREO. As of June 30, 2020, and December 31, 2019, the Bank had initiated foreclosure proceedings on $0.7 million and $0.9 million, respectively, in loans secured by residential real estate.respectively.
Nonaccrual Loans and Leases
The following table presents the amortized cost of loans and leases held for investment on nonaccrual status.
| | | | June 30, 2020 (1) | | | December 31, 2019 (2) | | | March 31, 2021 (1) | | December 31, 2020 (1) | |
| (amounts in thousands) | (amounts in thousands) | Nonaccrual loans with no related allowance | | Nonaccrual loans with related allowance | | Total nonaccrual loans | | Nonaccrual loans with no related allowance | | Nonaccrual loans with related allowance | | Total nonaccrual loans | | (amounts in thousands) | Nonaccrual loans with no related allowance | | Nonaccrual loans with related allowance | | Total nonaccrual loans | | Nonaccrual loans with no related allowance | | Nonaccrual loans with related allowance | | Total nonaccrual loans | |
| Multi-family | Multi-family | $ | 4,004 | | | $ | 3,009 | | | $ | 7,013 | | | $ | 4,117 | | | $ | — | | | $ | 4,117 | | | Multi-family | $ | 20,530 | | | $ | 0 | | | $ | 20,530 | | | $ | 18,800 | | | $ | 2,928 | | | $ | 21,728 | | |
| Commercial and industrial | Commercial and industrial | 9,000 | | | 974 | | | 9,974 | | | 3,083 | | | 1,448 | | | 4,531 | | | Commercial and industrial | 7,282 | | | 262 | | | 7,544 | | | 6,384 | | | 2,069 | | | 8,453 | | |
| | Commercial real estate owner occupied | Commercial real estate owner occupied | 3,933 | | | 89 | | | 4,022 | | | 1,109 | | | 854 | | | 1,963 | | | Commercial real estate owner occupied | 3,242 | | | 0 | | | 3,242 | | | 3,411 | | | 0 | | | 3,411 | | |
| Commercial real estate non-owner occupied | Commercial real estate non-owner occupied | 30,257 | | | — | | | 30,257 | | | 76 | | | — | | | 76 | | | Commercial real estate non-owner occupied | 2,259 | | | 97 | | | 2,356 | | | 2,356 | | | 0 | | | 2,356 | | |
| Construction | — | | | — | | | — | | | — | | | — | | | — | | | |
| | Residential real estate | Residential real estate | 7,857 | | | — | | | 7,857 | | | 4,559 | | | 1,569 | | | 6,128 | | | Residential real estate | 9,353 | | | 0 | | | 9,353 | | | 9,911 | | | 0 | | | 9,911 | | |
| Manufactured housing | Manufactured housing | 536 | | | 2,795 | | | 3,331 | | | — | | | 1,655 | | | 1,655 | | | Manufactured housing | 0 | | | 2,871 | | | 2,871 | | | 0 | | | 2,969 | | | 2,969 | | |
| Other consumer | 1,808 | | | 3,079 | | | 4,887 | | | 140 | | | 1,411 | | | 1,551 | | | |
| Installment | | Installment | 0 | | | 2,185 | | | 2,185 | | | 0 | | | 3,211 | | | 3,211 | | |
| Total | Total | $ | 57,395 | | | $ | 9,946 | | | $ | 67,341 | | | $ | 13,084 | | | $ | 6,937 | | | $ | 20,021 | | | Total | $ | 42,666 | | | $ | 5,415 | | | $ | 48,081 | | | $ | 40,862 | | | $ | 11,177 | | | $ | 52,039 | | |
(1) Presented at amortized cost basis.
(2) Amounts exclude deferred costs and fees and unamortized premiums and discounts.
Interest income of $0.6 million and $0.3 million was recognized on nonaccrual loans was insignificant for the three months ended June 30, 2020March 31, 2021 and 2019, respectively. Interest income2020. Accrued interest of $0.7 million$16 thousand and $0.5$1.2 million was recognized onreversed when the loans went to nonaccrual loans forstatus during the sixthree months ended June 30,March 31, 2021 and 2020, and 2019, respectively.
Allowance for credit losses on loans and leases
The changes in the allowance for credit lossesACL on loans and leases for the three and six months ended June 30,March 31, 2021 and 2020 and 2019 are presented in the tables below.
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| Three Months Ended June 30, 2020 | Multi-family | | Commercial and industrial | | Commercial real estate owner occupied | | Commercial real estate non-owner occupied | | Construction | | Residential real estate | | Manufactured housing | | Other consumer | | Total |
| (amounts in thousands) | | | | | | | | | | | | | | | | | |
| Beginning balance, at March 31, 2020 | $ | 8,750 | | | $ | 18,806 | | | $ | 8,527 | | | $ | 18,530 | | | $ | 1,934 | | | $ | 4,180 | | | $ | 4,987 | | | $ | 83,569 | | | $ | 149,283 | |
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| Charge-offs | — | | | (20) | | | — | | | (2,801) | | | — | | | — | | | — | | | (8,304) | | | (11,125) | |
| Recoveries | — | | | 25 | | | 2 | | | — | | | 113 | | | 26 | | | — | | | 635 | | | 801 | |
| Provision for credit loss expense | 5,947 | | | (6,509) | | | 2,876 | | | 10,764 | | | 3,250 | | | 344 | | | 1,027 | | | 3,247 | | | 20,946 | |
Ending Balance,
June 30, 2020 | $ | 14,697 | | | $ | 12,302 | | | $ | 11,405 | | | $ | 26,493 | | | $ | 5,297 | | | $ | 4,550 | | | $ | 6,014 | | | $ | 79,147 | | | $ | 159,905 | |
Six Months Ended
June 30, 2020 | | | | | | | | | | | | | | | | | |
Ending Balance,
December 31, 2019 | $ | 6,157 | | | $ | 15,556 | | | $ | 2,235 | | | $ | 6,243 | | | $ | 1,262 | | | $ | 3,218 | | | $ | 1,060 | | | $ | 20,648 | | | $ | 56,379 | |
| Cumulative effect of change in accounting principle | 2,171 | | | 759 | | | 5,773 | | | 7,918 | | | (98) | | | 1,518 | | | 3,802 | | | 57,986 | | | 79,829 | |
| Charge-offs | — | | | (117) | | | — | | | (15,598) | | | — | | | — | | | — | | | (14,550) | | | (30,265) | |
| Recoveries | — | | | 79 | | | 5 | | | — | | | 116 | | | 55 | | | — | | | 975 | | | 1,230 | |
| Provision for loan and lease losses | 6,369 | | | (3,975) | | | 3,392 | | | 27,930 | | | 4,017 | | | (241) | | | 1,152 | | | 14,088 | | | 52,732 | |
Ending Balance,
June 30, 2020 | $ | 14,697 | | | $ | 12,302 | | | $ | 11,405 | | | $ | 26,493 | | | $ | 5,297 | | | $ | 4,550 | | | $ | 6,014 | | | $ | 79,147 | | | $ | 159,905 | |
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| Three Months Ended March 31, 2021 | Multi-family | | Commercial and industrial | | Commercial real estate owner occupied | | Commercial real estate non-owner occupied | | Construction | | Residential real estate | | Manufactured housing | | Installment | | Total |
| (amounts in thousands) | | | | | | | | | | | | | | | | | |
Ending Balance,
December 31, 2020 | $ | 12,620 | | | $ | 12,239 | | | $ | 9,512 | | | $ | 19,452 | | | $ | 5,871 | | | $ | 3,977 | | | $ | 5,190 | | | $ | 75,315 | | | $ | 144,176 | |
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| Charge-offs | (1,132) | | | (635) | | | (142) | | | 0 | | | 0 | | | (50) | | | 0 | | | (12,687) | | | (14,646) | |
| Recoveries | 0 | | | 260 | | | 8 | | | 10 | | | 5 | | | 10 | | | 0 | | | 1,832 | | | 2,125 | |
| Provision (benefit) for credit losses | (3,462) | | | (4,361) | | | (3,443) | | | (7,841) | | | (1,773) | | | (728) | | | (390) | | | 19,079 | | | (2,919) | |
Ending Balance,
March 31, 2021 | $ | 8,026 | | | $ | 7,503 | | | $ | 5,935 | | | $ | 11,621 | | | $ | 4,103 | | | $ | 3,209 | | | $ | 4,800 | | | $ | 83,539 | | | $ | 128,736 | |
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| Three Months Ended June 30, 2019 | Multi-family | | Commercial and industrial | | Commercial real estate owner occupied | | Commercial real estate non-owner occupied | | Construction | | Residential real estate | | Manufactured housing | | Other consumer | | Total |
| (amounts in thousands) | | | | | | | | | | | | | | | | | |
Ending Balance,
March 31, 2019 | $ | 10,630 | | | $ | 12,647 | | | $ | 3,425 | | | $ | 6,015 | | | $ | 584 | | | $ | 6,572 | | | $ | 117 | | | $ | 3,689 | | | $ | 43,679 | |
| Charge-offs | — | | | (183) | | | (66) | | | — | | | — | | | (69) | | | — | | | (932) | | | (1,250) | |
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| Recoveries | 7 | | | 338 | | | 97 | | | — | | | 114 | | | 8 | | | — | | | 49 | | | 613 | |
| Provision for loan and lease losses | (711) | | | 934 | | | (96) | | | 144 | | | (49) | | | (2,343) | | | 6 | | | 7,461 | | | 5,346 | |
Ending Balance,
June 30, 2019 | $ | 9,926 | | | $ | 13,736 | | | $ | 3,360 | | | $ | 6,159 | | | $ | 649 | | | $ | 4,168 | | | $ | 123 | | | $ | 10,267 | | | $ | 48,388 | |
Six Months Ended
June 30, 2019 | | | | | | | | | | | | | | | | | |
Ending Balance,
December 31, 2018 | $ | 11,462 | | | $ | 12,145 | | | $ | 3,320 | | | $ | 6,093 | | | $ | 624 | | | $ | 3,654 | | | $ | 145 | | | $ | 2,529 | | | $ | 39,972 | |
| Charge-offs | (541) | | | (183) | | | (74) | | | — | | | — | | | (109) | | | — | | | (1,687) | | | (2,594) | |
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| Recoveries | 7 | | | 457 | | | 225 | | | — | | | 120 | | | 15 | | | — | | | 73 | | | 897 | |
| Provision for loan and lease losses | (1,002) | | | 1,317 | | | (111) | | | 66 | | | (95) | | | 608 | | | (22) | | | 9,352 | | | 10,113 | |
Ending Balance,
June 30, 2019 | $ | 9,926 | | | $ | 13,736 | | | $ | 3,360 | | | $ | 6,159 | | | $ | 649 | | | $ | 4,168 | | | $ | 123 | | | $ | 10,267 | | | $ | 48,388 | |
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| Three Months Ended March 31, 2020 | Multi-family | | Commercial and industrial | | Commercial real estate owner occupied | | Commercial real estate non-owner occupied | | Construction | | Residential real estate | | Manufactured housing | | Installment | | Total |
| (amounts in thousands) | | | | | | | | | | | | | | | | | |
Ending Balance,
December 31, 2019 | $ | 6,157 | | | $ | 15,556 | | | $ | 2,235 | | | $ | 6,243 | | | $ | 1,262 | | | $ | 3,218 | | | $ | 1,060 | | | $ | 20,648 | | | $ | 56,379 | |
| Cumulative effect of change in accounting principle | 2,171 | | | 759 | | | 5,773 | | | 7,918 | | | (98) | | | 1,518 | | | 3,802 | | | 57,986 | | | 79,829 | |
| Charge-offs | 0 | | | (97) | | | 0 | | | (12,797) | | | 0 | | | 0 | | | 0 | | | (6,246) | | | (19,140) | |
| Recoveries | 0 | | | 54 | | | 3 | | | 0 | | | 3 | | | 29 | | | 0 | | | 340 | | | 429 | |
| Provision (benefit) for credit losses | 422 | | | 2,534 | | | 516 | | | 17,166 | | | 767 | | | (585) | | | 125 | | | 10,841 | | | 31,786 | |
Ending Balance,
March 31, 2020 | $ | 8,750 | | | $ | 18,806 | | | $ | 8,527 | | | $ | 18,530 | | | $ | 1,934 | | | $ | 4,180 | | | $ | 4,987 | | | $ | 83,569 | | | $ | 149,283 | |
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At June 30, 2020,March 31, 2021, the ACL was $159.9$128.7 million, an increasea decrease of $23.7$15.5 million from the January 1,December 31, 2020 balance of $136.2$144.2 million. The increasedecrease resulted primarily from the impact of reserve builda decrease in provision for credit losses from continuing improvement in macroeconomic forecasts. The increase in ACL for the COVID-19 pandemic including the change in macroeconomic forecasts, an increase in net charge-offs, mostly attributedinstallment portfolio is mainly due to the commercial real estate non-owner occupied and other consumer portfolios, andloan portfolio growth mainly in the other consumer portfolio. Commercial real estate non-owner occupied charge-offs are attributable to two collateral dependent loans. Other consumer charge-offs are attributable to delinquencies and defaultsgrowth.
PPP loans include an embedded credit enhancement guarantee from the SBA, which guarantees 100% of all principal and interest owed by the borrower. Therefore, Customers did not include an ACL for PPP loans as of June 30, 2020.
Troubled Debt Restructurings
At June 30, 2020March 31, 2021 and December 31, 2019,2020, there were $14.8$16.0 million and $13.3$16.1 million, respectively, in loans reported as TDRs. TDRs are reported as impaired loans in the calendar yearquarter of their restructuring and are evaluated to determine whether they should be placed on non-accrual status. In subsequent years,quarters, a TDR may be returned to accrual status if it satisfies a minimum performance requirement of six months, however, it will remain classified as impaired. Generally, the Bank requires sustained performance for nine months before returning a TDR to accrual status. Customers had 0 lease receivables that had been restructured as a TDR as of June 30, 2020March 31, 2021 and December 31, 2019,2020, respectively.
The CARES Act and certain regulatory agencies recently issued guidance stating certain loan modifications to borrowers experiencing financial distress as a result of the economic impacts created by COVID-19 may not be required to be treated as TDRs under U.SU.S. GAAP. For COVID-19 related loan modifications which met the loan modification criteria under either the CARES Act or the criteria specified by the regulatory agencies, Customers elected to suspend TDR accounting for such loan modifications. At June 30, 2020,March 31, 2021, commercial and consumer deferments related to COVID-19 were $974.0$176.1 million and $81.1$13.0 million, respectively.
The following table presents loans modified in a TDR by type of concession for the three and six months ended June 30, 2020March 31, 2021 and 2019.2020. There were 0 modifications that involved forgiveness of debt for the three and six months ended June 30, 2020March 31, 2021 and 2019.2020.
| | | Three Months Ended June 30, | | | Six Months Ended June 30, | | | Three Months Ended March 31, |
| | | 2020 | | | 2019 | | | 2020 | | | 2019 | | | 2021 | | 2020 |
| (dollars in thousands) | (dollars in thousands) | Number of loans | | Recorded investment | | Number of loans | | Recorded investment | | Number of loans | | Recorded investment | | Number of loans | | Recorded investment | (dollars in thousands) | Number of loans | | Recorded investment | | Number of loans | | Recorded investment |
| Extensions of maturity | Extensions of maturity | 2 | | | $ | 140 | | | — | | | $ | — | | | 6 | | | $ | 385 | | | 2 | | | $ | 514 | | Extensions of maturity | 0 | | | $ | 0 | | | 4 | | | $ | 245 | |
| Interest-rate reductions | Interest-rate reductions | 20 | | | 843 | | | 2 | | | 47 | | | 32 | | | 1,373 | | | 12 | | | 432 | | Interest-rate reductions | 8 | | | 184 | | | 12 | | | 530 | |
Other (1) | | Other (1) | 20 | | | 541 | | | 0 | | | 0 | |
| Total | Total | 22 | | | $ | 983 | | | 2 | | | $ | 47 | | | 38 | | | $ | 1,758 | | | 14 | | | $ | 946 | | Total | 28 | | | $ | 725 | | | 16 | | | $ | 775 | |
(1) Other includes covenant modifications, forbearance, loans discharged under Chapter 7 bankruptcy, or other concessions. As of June 30, 2020, there were 0 commitments to lend additional funds to debtors whose loans have been modified in TDRs. As ofMarch 31, 2021 and December 31, 2019,2020, there were 0 commitments to lend additional funds to debtors whose loans have been modified in TDRs.
The following table presents, by loan type, the number of loans modified in TDRs and the related recorded investment, for which there was a payment default within twelve months following the modification:
| | | June 30, 2020 | | | June 30, 2019 | | | March 31, 2021 | | March 31, 2020 | |
| (dollars in thousands) | (dollars in thousands) | Number of loans | | Recorded investment | | Number of loans | | Recorded investment | (dollars in thousands) | Number of loans | | Recorded investment | | Number of loans | | Recorded investment | |
| Manufactured housing | Manufactured housing | — | | | $ | — | | | 3 | | | $ | 108 | | Manufactured housing | 3 | | | $ | 48 | | | 0 | | | $ | 0 | | |
| Commercial and industrial | — | | | — | | | 1 | | | — | | |
| | Commercial real estate owner occupied | Commercial real estate owner occupied | 1 | | | 958 | | | — | | | — | | Commercial real estate owner occupied | 0 | | | 0 | | | 1 | | | 8 | | |
| Residential real estate | Residential real estate | 4 | | | 313 | | | — | | | — | | Residential real estate | 1 | | | 56 | | | 5 | | | 684 | | |
| | Installment | | Installment | 16 | | | 250 | | | 0 | | | 0 | | |
| Total loans | Total loans | 5 | | | $ | 1,271 | | | 4 | | | $ | 108 | | Total loans | 20 | | | $ | 354 | | | 6 | | | $ | 692 | | |
Loans modified in TDRs are evaluated for impairment. The nature and extent of impairment of TDRs, including those which have experienced a subsequent default, is considered in the determination of an appropriate level of ACL.
Purchased Credit-Deteriorated Loans
Customers adopted ASC 326Financial Instruments - Credit Losses ("ASC 326") using the prospective transition approach for financial assets purchased with credit deterioration that were previously classified as PCI and accounted for under ASC 310-30. In accordance with the standard, Customers did not reassess whether PCI assets met the criteria of PCD assets as of the date of adoption. On January 1, 2020, the amortized cost basis of the PCD assets were adjusted to reflect the addition of $0.2 million of the allowance for credit losses on PCD loans and leases. The remaining noncredit discount of $0.3 million, based on the adjusted amortized cost basis, will be accreted into interest income at the effective interest rate as of January 1, 2020. As of June 30, 2020,March 31, 2021, the amortized cost basis of PCD assets amounted to $15.7$12.5 million.
Credit Quality Indicators
The ACL represents management's estimate of expected losses in Customers' loans and leases receivable portfolio, excluding commercial mortgage warehouse loans reported at fair value pursuant to a fair value option election and PPP loans receivable. Multi-family, commercial and industrial, owner occupied commercial real estate, non-owner occupied commercial real estate, and construction loans are rated based on an internally assigned risk rating system which is assigned at the time of loan origination and reviewed on a periodic, or on an “as needed” basis. Residential real estate loans, manufactured housing and other consumerinstallment loans are evaluated based on the payment activity of the loan.
To facilitate the monitoring of credit quality within the multi-family, commercial and industrial, owner occupied commercial real estate, non-owner occupied commercial real estate, and construction loan portfolios, and as an input in the ACL lifetime loss rate model for the C&Icommercial and industrial loan portfolio, the Bank utilizes the following categories of risk ratings: pass/satisfactory (includes risk rating 1 through 6), special mention, substandard, doubtful, and loss. The risk rating categories, which are derived from standard regulatory rating definitions, are assigned upon initial approval of credit to borrowers and updated periodically thereafter. Pass/satisfactory ratings, which are assigned to those borrowers who do not have identified potential or well-defined weaknesses and for whom there is a high likelihood of orderly repayment, are updated periodically based on the size and credit characteristics of the borrower. All other categories are updated on a quarterly basis during the month preceding the end of the calendar quarter. While assigning risk ratings involves judgment, the risk-rating process allows management to identify riskier credits in a timely manner and allocate the appropriate resources to manage those loans and leases. The 20192020 Form 10-K describes Customers Bancorp’s risk rating grades.
Risk ratings are not established for certain consumer loans, including residential real estate, home equity, manufactured housing, and installment loans, mainly because these portfolios consist of a larger number of homogeneous loans with smaller balances. Instead, these portfolios are evaluated for risk mainly based upon aggregate payment history through the monitoring of delinquency levels and trends and are classified as performing and non-performing. The following tables present the credit ratings of loans and leases receivable as of June 30, 2020March 31, 2021 and December 31, 2019. PPP loans are excluded in the tables below as these loans are fully guaranteed by the SBA.2020.
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| Term Loans Amortized Cost Basis by Origination Year as of March 31, 2021 | | | | | | |
| (amounts in thousands) | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | | Prior | | Revolving loans amortized cost basis | | Revolving loans converted to term | | Total |
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| Multi-family loans: | | | | | | | | | | | | | | | | | |
| Pass | $ | 90,497 | | | $ | 130,496 | | | $ | 22,678 | | | $ | 275,379 | | | $ | 418,365 | | | $ | 565,953 | | | $ | 0 | | | $ | 0 | | | $ | 1,503,368 | |
| Special mention | 0 | | | 0 | | | 0 | | | 0 | | | 20,279 | | | 36,870 | | | 0 | | | 0 | | | 57,149 | |
| Substandard | 0 | | | 0 | | | 0 | | | 0 | | | 50,078 | | | 29,683 | | | 0 | | | 0 | | | 79,761 | |
| Doubtful | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | 0 | | 0 | | | 0 | | | 0 | |
| Total multi-family loans | $ | 90,497 | | | $ | 130,496 | | | $ | 22,678 | | | $ | 275,379 | | | $ | 488,722 | | | $ | 632,506 | | | $ | 0 | | | $ | 0 | | | $ | 1,640,278 | |
| Commercial and industrial loans and leases: | | | | | | | | | | | | | | | | | |
| Pass | $ | 274,698 | | | $ | 448,597 | | | $ | 335,492 | | | $ | 139,864 | | | $ | 109,093 | | | $ | 112,621 | | | $ | 692,981 | | | $ | 0 | | | $ | 2,113,346 | |
| Special mention | 16,935 | | | 13,200 | | | 1,044 | | | 563 | | | 33 | | | 258 | | | 16,342 | | | 0 | | | 48,375 | |
| Substandard | 0 | | | 10,856 | | | 6,619 | | | 18,049 | | | 7,148 | | | 7,752 | | | 8,507 | | | 0 | | | 58,931 | |
| Doubtful | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | 0 | | | 0 | | | 0 | |
| Total commercial and industrial loans and leases | $ | 291,633 | | | $ | 472,653 | | | $ | 343,155 | | | $ | 158,476 | | | $ | 116,274 | | | $ | 120,631 | | | $ | 717,830 | | | $ | 0 | | | $ | 2,220,652 | |
| Commercial real estate owner occupied loans: | | | | | | | | | | | | | | | | | |
| Pass | $ | 33,144 | | | $ | 82,661 | | | $ | 167,487 | | | $ | 71,146 | | | $ | 61,561 | | | $ | 133,469 | | | $ | 672 | | | $ | 0 | | | $ | 550,140 | |
| Special mention | 0 | | | 0 | | | 4,286 | | | 0 | | | 11,010 | | | 292 | | | 0 | | | 0 | | | 15,588 | |
| Substandard | 0 | | | 0 | | | 2,848 | | | 9,538 | | | 240 | | | 11,739 | | | 0 | | | 0 | | | 24,365 | |
| Doubtful | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | |
| Total commercial real estate owner occupied loans | $ | 33,144 | | | $ | 82,661 | | | $ | 174,621 | | | $ | 80,684 | | | $ | 72,811 | | | $ | 145,500 | | | $ | 672 | | | $ | 0 | | | $ | 590,093 | |
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| Commercial real estate non-owner occupied: | | | | | | | | | | | | | | | | | |
| Pass | $ | 11,186 | | | $ | 120,080 | | | $ | 94,136 | | | $ | 95,355 | | | $ | 120,861 | | | $ | 423,438 | | | $ | 14,019 | | | $ | 0 | | | $ | 879,075 | |
| Special mention | 0 | | | 61,994 | | | 11,285 | | | 996 | | | 99,671 | | | 53,340 | | | 0 | | | 0 | | | 227,286 | |
| Substandard | 0 | | | 0 | | | 0 | | | 17,741 | | | 20,611 | | | 50,119 | | | 0 | | | 0 | | | 88,471 | |
| Doubtful | 0 | | | 0 | | | 0 | | | 0 | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | |
| Total commercial real estate non-owner occupied loans | $ | 11,186 | | | $ | 182,074 | | | $ | 105,421 | | | $ | 114,092 | | | $ | 241,143 | | | $ | 526,897 | | | $ | 14,019 | | | $ | 0 | | | $ | 1,194,832 | |
| Construction: | | | | | | | | | | | | | | | | | |
| Pass | $ | 971 | | | $ | 28,168 | | | $ | 110,973 | | | $ | 4,921 | | | $ | 0 | | | $ | 9,627 | | | $ | 667 | | | $ | 0 | | | $ | 155,327 | |
| Special mention | 0 | | | 1,510 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 1,510 | |
| Substandard | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | |
| Doubtful | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | |
| Total construction loans | $ | 971 | | | $ | 29,678 | | | $ | 110,973 | | | $ | 4,921 | | | $ | 0 | | | $ | 9,627 | | | $ | 667 | | | $ | 0 | | | $ | 156,837 | |
| Total commercial loans and leases receivable | $ | 427,431 | | | $ | 897,562 | | | $ | 756,848 | | | $ | 633,552 | | | $ | 918,950 | | | $ | 1,435,161 | | | $ | 733,188 | | | $ | 0 | | | $ | 5,802,692 | |
| Residential real estate loans: | | | | | | | | | | | | | | | | | |
| Performing | $ | 2,573 | | | $ | 11,110 | | | $ | 14,660 | | | $ | 12,060 | | | $ | 7,379 | | | $ | 105,969 | | | $ | 131,018 | | | $ | 0 | | | $ | 284,769 | |
| Non-performing | 0 | | | 0 | | | 98 | | | 906 | | | 780 | | | 4,785 | | | 2,467 | | | 0 | | | 9,036 | |
| Total residential real estate loans | $ | 2,573 | | | $ | 11,110 | | | $ | 14,758 | | | $ | 12,966 | | | $ | 8,159 | | | $ | 110,754 | | | $ | 133,485 | | | $ | 0 | | | $ | 293,805 | |
| Manufactured housing loans: | | | | | | | | | | | | | | | | | |
| Performing | $ | 0 | | | $ | 0 | | | $ | 300 | | | $ | 443 | | | $ | 77 | | | $ | 54,394 | | | $ | 0 | | | $ | 0 | | | $ | 55,214 | |
| Non-performing | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 4,763 | | | 0 | | | 0 | | | 4,763 | |
| Total manufactured housing loans | $ | 0 | | | $ | 0 | | | $ | 300 | | | $ | 443 | | | $ | 77 | | | $ | 59,157 | | | $ | 0 | | | $ | 0 | | | $ | 59,977 | |
| Installment loans: | | | | | | | | | | | | | | | | | |
| Performing | $ | 204,365 | | | $ | 476,856 | | | $ | 599,887 | | | $ | 91,009 | | | $ | 3,633 | | | $ | 1,249 | | | $ | 0 | | | $ | 0 | | | $ | 1,376,999 | |
| Non-performing | 0 | | | 341 | | | 2,117 | | | 437 | | | 33 | | | 88 | | | 0 | | | 0 | | | 3,016 | |
| Total installment loans | $ | 204,365 | | | $ | 477,197 | | | $ | 602,004 | | | $ | 91,446 | | | $ | 3,666 | | | $ | 1,337 | | | $ | 0 | | | $ | 0 | | | $ | 1,380,015 | |
| Total consumer loans | $ | 206,938 | | | $ | 488,307 | | | $ | 617,062 | | | $ | 104,855 | | | $ | 11,902 | | | $ | 171,248 | | | $ | 133,485 | | | $ | 0 | | | $ | 1,733,797 | |
| Loans and leases receivable | $ | 634,369 | | | $ | 1,385,869 | | | $ | 1,373,910 | | | $ | 738,407 | | | $ | 930,852 | | | $ | 1,606,409 | | | $ | 866,673 | | | $ | 0 | | | $ | 7,536,489 | |
| | | Term Loans Amortized Cost Basis by Origination Year | | | | Term Loans Amortized Cost Basis by Origination Year as of December 31, 2020 | |
| (in thousands) | 2020 | | 2019 | | 2018 | | 2017 | | 2016 | | Prior | | Revolving loans amortized cost basis | | Revolving loans converted to term | | Total | |
| (amounts in thousands) | | (amounts in thousands) | 2020 | | 2019 | | 2018 | | 2017 | | 2016 | | Prior | | Revolving loans amortized cost basis | | Revolving loans converted to term | | Total |
| | Multi-family loans: | Multi-family loans: | | | | | | | | | | | | | | | | | | Multi-family loans: | | | | | | | | | | | | | | | | | |
| Pass | Pass | $ | 124,920 | | | $ | 23,534 | | | $ | 170,856 | | | $ | 417,942 | | | $ | 264,780 | | | $ | 507,568 | | | $ | — | | | $ | — | | | $ | 1,509,600 | | Pass | $ | 150,835 | | | $ | 23,716 | | | $ | 299,319 | | | $ | 535,510 | | | $ | 227,296 | | | $ | 420,809 | | | $ | 0 | | | $ | 0 | | | $ | 1,657,485 | |
| Special mention | Special mention | — | | | — | | | — | | | 19,509 | | | 1,960 | | | 17,753 | | | — | | | — | | | 39,222 | | Special mention | 0 | | | 0 | | | 0 | | | 20,901 | | | 10,394 | | | 26,708 | | | 0 | | | 0 | | | 58,003 | |
| Substandard | Substandard | — | | | — | | | — | | | 12,006 | | | 13,862 | | | 7,149 | | | — | | | — | | | 33,017 | | Substandard | 0 | | | 0 | | | 0 | | | 34,197 | | | 8,256 | | | 3,360 | | | 0 | | | 0 | | | 45,813 | |
| Doubtful | Doubtful | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | Doubtful | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | |
| Total multi-family loans | Total multi-family loans | $ | 124,920 | | | $ | 23,534 | | | $ | 170,856 | | | $ | 449,457 | | | $ | 280,602 | | | $ | 532,470 | | | $ | — | | | $ | — | | | $ | 1,581,839 | | Total multi-family loans | $ | 150,835 | | | $ | 23,716 | | | $ | 299,319 | | | $ | 590,608 | | | $ | 245,946 | | | $ | 450,877 | | | $ | 0 | | | $ | 0 | | | $ | 1,761,301 | |
| Commercial and industrial loans and leases: | Commercial and industrial loans and leases: | | Commercial and industrial loans and leases: | |
| Pass | Pass | $ | 439,083 | | | $ | 462,717 | | | $ | 152,557 | | | $ | 109,701 | | | $ | 52,470 | | | $ | 94,383 | | | $ | 698,721 | | | $ | — | | | $ | 2,009,632 | | Pass | $ | 729,270 | | | $ | 373,050 | | | $ | 141,943 | | | $ | 116,793 | | | $ | 45,367 | | | $ | 71,502 | | | $ | 717,007 | | | $ | 0 | | | $ | 2,194,932 | |
| Special mention | Special mention | — | | | 7,258 | | | 2,297 | | | 17,402 | | | 116 | | | 25 | | | 17,957 | | | — | | | 45,055 | | Special mention | 13,200 | | | 1,117 | | | 436 | | | 113 | | | 516 | | | 21 | | | 17,524 | | | 0 | | | 32,927 | |
| Substandard | Substandard | 6,360 | | | 5,327 | | | 12,776 | | | 1,663 | | | 7,530 | | | 3,042 | | | 8,057 | | | — | | | 44,755 | | Substandard | 9,968 | | | 6,890 | | | 19,065 | | | 5,901 | | | 8,318 | | | 2,722 | | | 8,718 | | | 0 | | | 61,582 | |
| Doubtful | Doubtful | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | Doubtful | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | |
| Total commercial and industrial loans and leases | Total commercial and industrial loans and leases | $ | 445,443 | | | $ | 475,302 | | | $ | 167,630 | | | $ | 128,766 | | | $ | 60,116 | | | $ | 97,450 | | | $ | 724,735 | | | $ | — | | | $ | 2,099,442 | | Total commercial and industrial loans and leases | $ | 752,438 | | | $ | 381,057 | | | $ | 161,444 | | | $ | 122,807 | | | $ | 54,201 | | | $ | 74,245 | | | $ | 743,249 | | | $ | 0 | | | $ | 2,289,441 | |
| Commercial real estate owner occupied loans: | Commercial real estate owner occupied loans: | | Commercial real estate owner occupied loans: | |
| Pass | Pass | $ | 31,240 | | | $ | 184,684 | | | $ | 86,611 | | | $ | 72,708 | | | $ | 48,643 | | | $ | 95,921 | | | $ | 1,628 | | | $ | — | | | $ | 521,435 | | Pass | $ | 82,343 | | | $ | 168,977 | | | $ | 72,615 | | | $ | 70,642 | | | $ | 46,510 | | | $ | 91,798 | | | $ | 741 | | | $ | 0 | | | $ | 533,626 | |
| Special mention | Special mention | — | | | — | | | 480 | | | 9,484 | | | — | | | 392 | | | — | | | — | | | 10,356 | | Special mention | 0 | | | 4,464 | | | 0 | | | 9,056 | | | 0 | | | 555 | | | 0 | | | 0 | | | 14,075 | |
| Substandard | Substandard | — | | | — | | | — | | | 350 | | | 2,255 | | | 10,376 | | | — | | | — | | | 12,981 | | Substandard | 0 | | | 2,848 | | | 9,499 | | | 342 | | | 2,231 | | | 9,717 | | | 0 | | | 0 | | | 24,637 | |
| Doubtful | Doubtful | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | Doubtful | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | |
| Total commercial real estate owner occupied loans | Total commercial real estate owner occupied loans | $ | 31,240 | | | $ | 184,684 | | | $ | 87,091 | | | $ | 82,542 | | | $ | 50,898 | | | $ | 106,689 | | | $ | 1,628 | | | $ | — | | | $ | 544,772 | | Total commercial real estate owner occupied loans | $ | 82,343 | | | $ | 176,289 | | | $ | 82,114 | | | $ | 80,040 | | | $ | 48,741 | | | $ | 102,070 | | | $ | 741 | | | $ | 0 | | | $ | 572,338 | |
| | Commercial real estate non-owner occupied: | Commercial real estate non-owner occupied: | | Commercial real estate non-owner occupied: | |
| Pass | Pass | $ | 117,101 | | | $ | 117,140 | | | $ | 117,600 | | | $ | 249,173 | | | $ | 199,822 | | | $ | 376,641 | | | $ | — | | | $ | — | | | $ | 1,177,477 | | Pass | $ | 143,231 | | | $ | 105,430 | | | $ | 97,882 | | | $ | 157,835 | | | $ | 155,168 | | | $ | 313,559 | | | $ | 0 | | | $ | 0 | | | $ | 973,105 | |
| Special mention | Special mention | — | | | — | | | — | | | — | | | — | | | 10,477 | | | — | | | — | | | 10,477 | | Special mention | 39,994 | | | 0 | | | 0 | | | 66,745 | | | 24,218 | | | 14,613 | | | 0 | | | 0 | | | 145,570 | |
| Substandard | Substandard | — | | | — | | | — | | | — | | | 2,437 | | | 26,461 | | | — | | | — | | | 28,898 | | Substandard | 0 | | | 0 | | | 17,741 | | | 20,611 | | | 366 | | | 39,171 | | | 0 | | | 0 | | | 77,889 | |
| Doubtful | Doubtful | — | | | — | | | 27,921 | | | — | | | — | | | — | | | — | | | — | | | 27,921 | | Doubtful | 0 | | | 0 | | | 0 | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | |
| Total commercial real estate non-owner occupied loans | Total commercial real estate non-owner occupied loans | $ | 117,101 | | | $ | 117,140 | | | $ | 145,521 | | | $ | 249,173 | | | $ | 202,259 | | | $ | 413,579 | | | $ | — | | | $ | — | | | $ | 1,244,773 | | Total commercial real estate non-owner occupied loans | $ | 183,225 | | | $ | 105,430 | | | $ | 115,623 | | | $ | 245,191 | | | $ | 179,752 | | | $ | 367,343 | | | $ | 0 | | | $ | 0 | | | $ | 1,196,564 | |
| Construction: | Construction: | | Construction: | |
| Pass | Pass | $ | 4,862 | | | $ | 88,550 | | | $ | 23,358 | | | $ | — | | | $ | 9,803 | | | $ | — | | | $ | 2,261 | | | $ | — | | | $ | 128,834 | | Pass | $ | 19,932 | | | $ | 105,466 | | | $ | 4,954 | | | $ | 0 | | | $ | 9,700 | | | $ | 0 | | | $ | 853 | | | $ | 0 | | | $ | 140,905 | |
| Special mention | Special mention | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | Special mention | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | |
| Substandard | Substandard | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | Substandard | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | |
| Doubtful | Doubtful | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | Doubtful | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | |
| Total construction loans | Total construction loans | $ | 4,862 | | | $ | 88,550 | | | $ | 23,358 | | | $ | — | | | $ | 9,803 | | | $ | — | | | $ | 2,261 | | | $ | — | | | $ | 128,834 | | Total construction loans | $ | 19,932 | | | $ | 105,466 | | | $ | 4,954 | | | $ | 0 | | | $ | 9,700 | | | $ | 0 | | | $ | 853 | | | $ | 0 | | | $ | 140,905 | |
| Total commercial loans and leases receivable | Total commercial loans and leases receivable | $ | 723,566 | | | $ | 889,210 | | | $ | 594,456 | | | $ | 909,938 | | | $ | 603,678 | | | $ | 1,150,188 | | | $ | 728,624 | | | $ | — | | | $ | 5,599,660 | | Total commercial loans and leases receivable | $ | 1,188,773 | | | $ | 791,958 | | | $ | 663,454 | | | $ | 1,038,646 | | | $ | 538,340 | | | $ | 994,535 | | | $ | 744,843 | | | $ | 0 | | | $ | 5,960,549 | |
| Residential real estate loans: | Residential real estate loans: | | | | | | | | | | | | | | | | | | Residential real estate loans: | | | | | | | | | | | | | | | | | |
| Performing | Performing | $ | 2,349 | | | $ | 54,663 | | | $ | 64,362 | | | $ | 67,128 | | | $ | 46,654 | | | $ | 83,669 | | | $ | 21,803 | | | $ | — | | | $ | 340,628 | | Performing | $ | 6,708 | | | $ | 13,617 | | | $ | 6,810 | | | $ | 10,850 | | | $ | 38,143 | | | $ | 69,496 | | | $ | 161,576 | | | $ | 0 | | | $ | 307,200 | |
| Non-performing | Non-performing | 66 | | | — | | | 857 | | | 823 | | | 865 | | | 4,441 | | | 429 | | | — | | | 7,481 | | Non-performing | 0 | | | 0 | | | 160 | | | 785 | | | 1,350 | | | 4,395 | | | 3,280 | | | 0 | | | 9,970 | |
| Total residential real estate loans | Total residential real estate loans | $ | 2,415 | | | $ | 54,663 | | | $ | 65,219 | | | $ | 67,951 | | | $ | 47,519 | | | $ | 88,110 | | | $ | 22,232 | | | $ | — | | | $ | 348,109 | | Total residential real estate loans | $ | 6,708 | | | $ | 13,617 | | | $ | 6,970 | | | $ | 11,635 | | | $ | 39,493 | | | $ | 73,891 | | | $ | 164,856 | | | $ | 0 | | | $ | 317,170 | |
| Manufactured housing loans: | Manufactured housing loans: | | Manufactured housing loans: | |
| Performing | Performing | $ | — | | | $ | 311 | | | $ | 640 | | | $ | 80 | | | $ | 43 | | | $ | 62,072 | | | $ | — | | | $ | — | | | $ | 63,146 | | Performing | $ | 0 | | | $ | 295 | | | $ | 609 | | | $ | 76 | | | $ | 41 | | | $ | 56,837 | | | $ | 0 | | | $ | 0 | | | $ | 57,858 | |
| Non-performing | Non-performing | — | | | — | | | — | | | — | | | — | | | 3,719 | | | — | | | — | | | 3,719 | | Non-performing | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 4,385 | | | 0 | | | 0 | | | 4,385 | |
| Total manufactured housing loans | Total manufactured housing loans | $ | — | | | $ | 311 | | | $ | 640 | | | $ | 80 | | | $ | 43 | | | $ | 65,791 | | | $ | — | | | $ | — | | | $ | 66,865 | | Total manufactured housing loans | $ | 0 | | | $ | 295 | | | $ | 609 | | | $ | 76 | | | $ | 41 | | | $ | 61,222 | | | $ | 0 | | | $ | 0 | | | $ | 62,243 | |
| Other consumer loans: | | |
| Installment loans: | | Installment loans: | |
| Performing | Performing | $ | 165,436 | | | $ | 943,581 | | | $ | 135,926 | | | $ | 6,034 | | | $ | 648 | | | $ | 1,292 | | | $ | 32 | | | $ | — | | | $ | 1,252,949 | | Performing | $ | 319,453 | | | $ | 791,235 | | | $ | 114,988 | | | $ | 4,736 | | | $ | 514 | | | $ | 1,204 | | | $ | 0 | | | $ | 0 | | | $ | 1,232,130 | |
| Non-performing | Non-performing | 243 | | | 3,610 | | | 853 | | | 23 | | | — | | | 135 | | | — | | | — | | | 4,864 | | Non-performing | 305 | | | 2,326 | | | 485 | | | 41 | | | 2 | | | 117 | | | 0 | | | 0 | | | 3,276 | |
| Total other consumer loans | $ | 165,679 | | | $ | 947,191 | | | $ | 136,779 | | | $ | 6,057 | | | $ | 648 | | | $ | 1,427 | | | $ | 32 | | | $ | — | | | $ | 1,257,813 | | |
| Total installment loans | | Total installment loans | $ | 319,758 | | | $ | 793,561 | | | $ | 115,473 | | | $ | 4,777 | | | $ | 516 | | | $ | 1,321 | | | $ | 0 | | | $ | 0 | | | $ | 1,235,406 | |
| Total consumer loans | Total consumer loans | $ | 168,094 | | | $ | 1,002,165 | | | $ | 202,638 | | | $ | 74,088 | | | $ | 48,210 | | | $ | 155,328 | | | $ | 22,264 | | | $ | — | | | $ | 1,672,787 | | Total consumer loans | $ | 326,466 | | | $ | 807,473 | | | $ | 123,052 | | | $ | 16,488 | | | $ | 40,050 | | | $ | 136,434 | | | $ | 164,856 | | | $ | 0 | | | $ | 1,614,819 | |
| Loans and leases receivable | Loans and leases receivable | $ | 891,660 | | | $ | 1,891,375 | | | $ | 797,094 | | | $ | 984,026 | | | $ | 651,888 | | | $ | 1,305,516 | | | $ | 750,888 | | | $ | — | | | $ | 7,272,447 | | Loans and leases receivable | $ | 1,515,239 | | | $ | 1,599,431 | | | $ | 786,506 | | | $ | 1,055,134 | | | $ | 578,390 | | | $ | 1,130,969 | | | $ | 909,699 | | | $ | 0 | | | $ | 7,575,368 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2019 | | | | | | | | | | | | | | | | |
| (amounts in thousands) | Multi-family | | Commercial and industrial | | Commercial real estate owner occupied | | Commercial real estate non-owner occupied | | Construction | | Residential real estate | | Manufactured housing | | Other consumer | | Total (3) |
| Pass/Satisfactory | $ | 1,816,200 | | | $ | 1,841,074 | | | $ | 536,777 | | | $ | 1,129,838 | | | $ | 118,418 | | | $ | — | | | $ | — | | | $ | — | | | $ | 5,442,307 | |
| Special Mention | 69,637 | | | 26,285 | | | 8,286 | | | 6,949 | | | — | | | — | | | — | | | — | | | 111,157 | |
| Substandard | 23,437 | | | 22,621 | | | 6,944 | | | 86,742 | | | — | | | — | | | — | | | — | | | 139,744 | |
Performing (1) | — | | | — | | | — | | | — | | | — | | | 362,962 | | | 63,250 | | | 1,170,976 | | | 1,597,188 | |
Non-performing (2) | — | | | — | | | — | | | — | | | — | | | 12,052 | | | 7,148 | | | 7,307 | | | 26,507 | |
| Total | $ | 1,909,274 | | | $ | 1,889,980 | | | $ | 552,007 | | | $ | 1,223,529 | | | $ | 118,418 | | | $ | 375,014 | | | $ | 70,398 | | | $ | 1,178,283 | | | $ | 7,316,903 | |
(1)Includes residential real estate, manufactured housing, and other consumer loans not assigned internal ratings.
(2)Includes residential real estate, manufactured housing, and other consumer loans that are past due and still accruing interest or on nonaccrual status.
(3)Excludes commercial mortgage warehouse loans reported at fair value.
Loan Purchases and Sales
Purchases and sales of loans were as follows for the three and six months ended June 30, 2020March 31, 2021 and 2019:2020:
| | | Three Months Ended June 30, | | | Six Months Ended June 30, | | | Three Months Ended March 31, | |
| (amounts in thousands) | (amounts in thousands) | 2020 | | 2019 | | 2020 | | 2019 | (amounts in thousands) | 2021 | | 2020 | |
Purchases (1) | Purchases (1) | | | | | | | | Purchases (1) | | | | |
| | Residential real estate | Residential real estate | $ | — | | | $ | 39,474 | | | $ | 495 | | | $ | 105,858 | | Residential real estate | $ | 0 | | | $ | 495 | | |
| Other consumer (2) | 18,008 | | | 384,116 | | | 209,768 | | | 450,252 | | |
Installment (2) | | Installment (2) | 115,849 | | | 191,761 | | |
| Total | Total | $ | 18,008 | | | $ | 423,590 | | | $ | 210,263 | | | $ | 556,110 | | Total | $ | 115,849 | | | $ | 192,256 | | |
Sales (3) | Sales (3) | | | | | | | | Sales (3) | | | | |
| | Commercial and industrial | | Commercial and industrial | $ | 18,931 | | | $ | 0 | | |
| Commercial real estate owner occupied | | Commercial real estate owner occupied | 2,237 | | | 0 | | |
| Commercial real estate non-owner occupied | | Commercial real estate non-owner occupied | 18,366 | | | 0 | | |
| | Other consumer | — | | | — | | | 1,822 | | | — | | |
| Installment | | Installment | 0 | | | 1,822 | | |
| Total | Total | $ | — | | | $ | — | | | $ | 1,822 | | | $ | — | | Total | $ | 39,534 | | | $ | 1,822 | | |
(1)Amounts reported in the above table are the unpaid principal balance at time of purchase. The purchase price was 98.5%101.0% and 100.6% of loans outstanding for the three months ended June 30,March 31, 2021 and 2020, and 2019, respectively. The purchase price was 100.4% and 99.9% of loans outstanding for the six months ended June 30, 2020 and 2019, respectively.
(2)Other consumerInstallment loan purchases for the three and six months ended June 30,March 31, 2021 and 2020 and 2019 consist of third-party originated unsecured consumer loans. None of the loans are considered sub-prime at the time of origination. Customers considers sub-prime borrowers to be those with FICO scores below 660.
(3)Amounts reported in the above table are the unpaid principal balance at time of sale. There were noFor the quarters ended March 31, 2021 and 2020, loan sales resulted in the threenet gains of $1.6 million and six months ended June 30, 2019.$11 thousand, respectively.
Loans Pledged as Collateral
Customers has pledged eligible real estate and commercial and industrial loans, including PPP loans as collateral for borrowings from the FHLB and FRB in the amount of $6.8 billion and $8.5 billion at March 31, 2021 and December 31, 2020, respectively. PPP loans of $3.3 billion and $4.6 billion at June 30, 2020 and December 31, 2019, respectively. The increase in loans pledged as collateral relates to $4.4 billion of PPP loans that were pledged to the FRB in accordance with borrowing from the PPPLF.
PPPLF at March 31, 2021 and December 31, 2020, respectively.
NOTE 89 — LEASES
Lessee
Customers has operating leases for its branches, LPOs, and administrative offices, with remaining lease terms ranging between 1 month5 months and 76 years. These operating leases comprise substantially all of Customers' obligations in which Customers is the lessee. Most lease agreements consist of initial lease terms ranging between 1 and 5 years, with options to renew the leases or extend the term up to 15 years at Customers' sole discretion. Some operating leases include variable lease payments that are based on an index or rate, such as the CPI. Variable lease payments are not included in the liability or right of use asset and are recognized in the period in which the obligation for those payments are incurred. Customers' operating lease agreements do not contain any material residual value guarantees or material restrictive covenants. Pursuant to these agreements, Customers does not have any commitments that would meet the definition of a finance lease.
As most of Customers' operating leases do not provide an implicit rate, Customers utilized its incremental borrowing rate based on the information available at either the adoption of ASC 842, Leasesor the commencement date of the lease, whichever was later, when determining the present value of lease payments.
The following table summarizes operating lease ROU assets and operating lease liabilities and their corresponding balance sheet location:
| | (amounts in thousands) | (amounts in thousands) | Classification | | June 30, 2020 | | December 31, 2019 | | (amounts in thousands) | Classification | | March 31, 2021 | | December 31, 2020 | |
| ASSETS | ASSETS | | | | | | | ASSETS | | | | | | |
Operating lease ROU assets | Operating lease ROU assets | Other assets | | $ | 20,570 | | | $ | 20,232 | | | Operating lease ROU assets | Other assets | | $ | 15,442 | | | $ | 16,578 | | |
| LIABILITIES | LIABILITIES | | | LIABILITIES | | |
Operating lease liabilities | Operating lease liabilities | Other liabilities | | $ | 21,725 | | | $ | 21,358 | | | Operating lease liabilities | Other liabilities | | $ | 16,829 | | | $ | 18,005 | | |
(1) Excludes operating leases of BMT included in assets and liabilities of discontinued operations.
The following table summarizes operating lease cost and its corresponding income statement location for the periods presented:
| | | Three Months Ended June 30, | | | Six Months Ended June 30, | | | Three Months Ended March 31, | |
| (amounts in thousands) | (amounts in thousands) | Classification | | 2020 | | 2019 | | 2020 | | 2019 | (amounts in thousands) | Classification | | 2021 | | 2020 | |
Operating lease cost (1)(2) | Operating lease cost (1)(2) | Occupancy expenses | | $ | 1,474 | | | $ | 1,462 | | | $ | 2,954 | | | $ | 2,931 | | Operating lease cost (1)(2) | Occupancy expenses | | $ | 1,117 | | | $ | 1,205 | | |
|
(1) There were 0 variable lease costs for the three and six months ended June 30,March 31, 2021 and 2020, and 2019, and sublease income for operating leases is immaterial.
(2) Excludes operating lease costs of BMT included in loss from discontinued operations in the consolidated statement of income.
Maturities of non-cancelable operating lease liabilities were as follows at June 30, 2020:March 31, 2021:
| | (amounts in thousands) | (amounts in thousands) | June 30, 2020 | | (amounts in thousands) | March 31, 2021 | |
| 2020 | $ | 2,794 | | | |
| 2021 | 2021 | 5,357 | | | 2021 | $ | 3,477 | | |
| 2022 | 2022 | 4,744 | | | 2022 | 4,509 | | |
| 2023 | 2023 | 3,702 | | | 2023 | 4,031 | | |
| 2024 | 2024 | 2,613 | | | 2024 | 2,957 | | |
| 2025 | | 2025 | 1,887 | | |
| Thereafter | Thereafter | 3,001 | | | Thereafter | 1,465 | | |
| Total minimum payments | Total minimum payments | 22,211 | | | Total minimum payments | 18,326 | | |
| Less: interest | Less: interest | 486 | | | Less: interest | 1,497 | | |
| Present value of lease liabilities | Present value of lease liabilities | $ | 21,725 | | | Present value of lease liabilities | $ | 16,829 | | |
Customers does not have leases where it is involved with the construction or design of an underlying asset. Customers has no legally binding minimum lease payments of $0.3 million for leases signed but not yet commenced as of June 30, 2020.March 31, 2021. Cash paid pursuant to the operating lease liability was $1.5$1.1 million and $3.0$1.3 million for the three and six months ended June 30,March 31, 2021 and 2020, respectively. Cash paid pursuant to the operating lease liability was $1.4 million and $2.8 million for the three and six months ended June 30, 2019, respectively. These payments were reported as cash flows used in operating activities in the statement of cash flows.
The following table summarizes the weighted average remaining lease term and discount rate for Customers' operating leases at June 30, 2020March 31, 2021 and December 31, 2019:2020:
| | (amounts in thousands) | (amounts in thousands) | June 30, 2020 | | December 31, 2019 | | (amounts in thousands) | March 31, 2021 | | December 31, 2020 | |
| Weighted average remaining lease term (years) | Weighted average remaining lease term (years) | | | | | Weighted average remaining lease term (years) | | | | |
Operating leases | Operating leases | 5.1 years | | 5.0 years | | Operating leases | 4.5 years | | 4.7 years | |
| | Weighted average discount rate | Weighted average discount rate | | | Weighted average discount rate | | |
Operating leases | Operating leases | 2.96 | % | | 2.90 | % | | Operating leases | 2.89 | % | | 2.90 | % | |
(1) Excludes operating leases of BMT included in assets and liabilities of discontinued operations.
Equipment Lessor
CCF is a wholly-owned subsidiary of Customers Bank and is referred to as the Equipment Finance Group. CCF is primarily focused on originating equipment operating and direct finance equipment leases for a broad range of asset classes. It services vendors, dealers, independent finance companies, bank-owned leasing companies and strategic direct customers in the plastics, packaging, machine tool, construction, transportation and franchise markets. Lease terms typically range from 24 months to 120 months. CCF offers the following lease products: Capital Lease, Purchase Upon Termination, TRAC, Split-TRAC, and FMV. Direct finance equipment leases are included in commercial and industrial loans and leases receivable.
The estimated residual values for direct finance and operating leases are established by utilizing internally developed analyses, external studies, and/or third-party appraisals to establish a residual position. For the direct finance leases, only for aCustomers' Split-TRAC is there a
leases have residual risk and the unguaranteed portions are typically nominal. Expected credit losses on direct financing leases and the related estimated residual values are included in the allowance for credit losses on loans and leases.
Leased assets under operating leases are carried at amortized cost net of accumulated depreciation and any impairment charges and are presented in other assets. The depreciation expense of the leased assets is recognized on a straight-line basis over the contractual term of the leases up to the expected residual value. The expected residual value and, accordingly, the monthly depreciation expense, may change throughout the term of the lease. Operating lease rental income for leased assets is recognized in commercial lease income on a straight-line basis over the lease term. Customers periodically reviews its operating leased assets for impairment. An impairment loss is recognized if the carrying amount of the operating leased asset exceeds its fair value and is not recoverable. The carrying amount of
operating leased assets is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the lease payments and the estimated residual value upon the eventual disposition of the equipment.
The following table summarizes lease receivables and investment in operating leases and their corresponding balance sheet location at June 30, 2020March 31, 2021 and December 31, 2019:2020:
| | (amounts in thousands) | (amounts in thousands) | Classification | | June 30, 2020 | | December 31, 2019 | | (amounts in thousands) | Classification | | March 31, 2021 | | December 31, 2020 | |
| ASSETS | ASSETS | | | | | | | ASSETS | | | | | | |
| Direct financing leases | Direct financing leases | | | Direct financing leases | | |
| Lease receivables | Lease receivables | Loans and leases receivable | | $ | 96,924 | | | $ | 91,762 | | | Lease receivables | Loans and leases receivable | | $ | 104,230 | | | $ | 104,982 | | |
| Guaranteed residual assets | Guaranteed residual assets | Loans and leases receivable | | 7,730 | | | 7,435 | | | Guaranteed residual assets | Loans and leases receivable | | 9,452 | | | 12,988 | | |
| Unguaranteed residual assets | Unguaranteed residual assets | Loans and leases receivable | | 3,271 | | | 1,260 | | | Unguaranteed residual assets | Loans and leases receivable | | 3,807 | | | 1,229 | | |
| Deferred initial direct costs | Deferred initial direct costs | Loans and leases receivable | | 666 | | | 721 | | | Deferred initial direct costs | Loans and leases receivable | | 528 | | | 560 | | |
| Unearned income | Unearned income | Loans and leases receivable | | (11,569) | | | (11,300) | | | Unearned income | Loans and leases receivable | | (10,433) | | | (11,175) | | |
| Net investment in direct financing leases | Net investment in direct financing leases | | $ | 97,022 | | | $ | 89,878 | | | Net investment in direct financing leases | | $ | 107,584 | | | $ | 108,584 | | |
| | Operating leases | Operating leases | | | Operating leases | | |
| Investment in operating leases | Investment in operating leases | Other assets | | $ | 116,850 | | | $ | 107,850 | | | Investment in operating leases | Other assets | | $ | 136,754 | | | $ | 131,791 | | |
| Accumulated depreciation | Accumulated depreciation | Other assets | | (21,310) | | | (14,251) | | | Accumulated depreciation | Other assets | | (33,204) | | | (28,919) | | |
| Deferred initial direct costs | Deferred initial direct costs | Other assets | | 1,148 | | | 1,052 | | | Deferred initial direct costs | Other assets | | 1,113 | | | 996 | | |
| Net investment in operating leases | Net investment in operating leases | | 96,688 | | | 94,651 | | | Net investment in operating leases | | 104,663 | | | 103,868 | | |
| Total lease assets | Total lease assets | | $ | 193,710 | | | $ | 184,529 | | | Total lease assets | | $ | 212,247 | | | $ | 212,452 | | |
|
COVID-19 Impact on Leases
Customers granted concessions to lessees as a result of the business impact of the COVID-19 pandemic. At June 30, 2020,March 31, 2021, the book value of finance and operating leases with payment deferments were $31.7$29.3 million and $16.7$14.5 million, respectively. The concessions did not have a material impact inon interest income from leases for the three months ended June 30, 2020.March 31, 2021. Additionally, Customers did not receive any concessions on its operating leases in which Customers is the lessee.
NOTE 910 - BORROWINGS
Short-term debt
Short-term debt at June 30, 2020March 31, 2021 and December 31, 20192020 was as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| | March 31, 2021 | | December 31, 2020 |
| (dollars in thousands) | Amount | | Rate | | Amount | | Rate |
| | | | | | | |
| FHLB advances | $ | 850,000 | | | 1.21 | % | | $ | 850,000 | | | 1.19 | % |
| Federal funds purchased | 365,000 | | | 0.05 | % | | 250,000 | | | 0.09 | % |
| Total short-term debt | $ | 1,215,000 | | | | | $ | 1,100,000 | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | June 30, 2020 | | | | December 31, 2019 | | |
| (dollars in thousands) | Amount | | Rate | | Amount | | Rate |
| | | | | | | |
| FHLB advances | $ | 850,000 | | | 1.48 | % | | $ | 500,000 | | | 2.15 | % |
| Federal funds purchased | — | | | — | % | | 538,000 | | | 1.60 | % |
| Total short-term debt | $ | 850,000 | | | | | $ | 1,038,000 | | | |
The following is a summary of additional information relating to Customers' short-term debt:
| | | | | | | | | | | | | |
| | | | | | |
| June 30, 2020 | | December 31, 2019 | | |
| (dollars in thousands) | | | | | |
| FHLB advances | | | | | |
| Maximum outstanding at any month end | $ | 910,000 | | | $ | 1,190,150 | | | |
| Average balance during the year | 667,212 | | | 793,304 | | | |
| Weighted-average interest rate during the year | 0.89 | % | | 2.66 | % | | |
| Federal funds purchased | | | | | |
| Maximum outstanding at any month end | 842,000 | | | 600,000 | | | |
| Average balance during the year | 379,549 | | | 271,400 | | | |
| Weighted-average interest rate during the year | 0.21 | % | | 2.28 | % | | |
| | | | | | | | | | | | | |
| | | | | |
| (dollars in thousands) | March 31, 2021 | | December 31, 2020 | | |
| | | | | |
| FHLB advances | | | | | |
| Maximum outstanding at any month end | $ | 850,000 | | | $ | 910,000 | | | |
| Average balance during the period | 850,000 | | | 809,788 | | | |
| Weighted-average interest rate during the period | 2.48 | % | | 2.31 | % | | |
| Federal funds purchased | | | | | |
| Maximum outstanding at any month end | 365,000 | | | 842,000 | | | |
| Average balance during the period | 16,333 | | | 239,481 | | | |
| Weighted-average interest rate during the period | 0.07 | % | | 0.19 | % | | |
At June 30, 2020March 31, 2021 and December 31, 2019,2020, Customers Bank had aggregate availability under federal funds lines totaling $1.2$1.1 billion and $0.6 billion,$924.0 million, respectively.
Long-term debt
FHLB and FRB advances
Long-term FHLB and FRB advances at June 30, 2020March 31, 2021 and December 31, 20192020 were as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
| June 30, 2020 | | | | December 31, 2019 | | |
| (dollars in thousands) | Amount | | Rate | | Amount | | Rate |
| | | | | | | |
| FHLB advances | $ | — | | | 0.00 | % | | $ | 350,000 | | | 2.36 | % |
| FRB PPP Liquidity Facility advances | 4,419,967 | | | 0.35 | % | | — | | | — | % |
| Total long-term FHLB and FRB advances | $ | 4,419,967 | | | | | $ | 350,000 | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| |
| March 31, 2021 | | December 31, 2020 |
| (dollars in thousands) | Amount | | Rate | | Amount | | Rate |
| | | | | | | |
| | | | | | | |
| FRB PPP Liquidity Facility advances | $ | 3,284,156 | | | 0.35 | % | | $ | 4,415,016 | | | 0.35 | % |
| Total long-term FHLB and FRB advances | $ | 3,284,156 | | | | | $ | 4,415,016 | | | |
Beginning in second quarter 2020, Customers began participating in the PPPLF, in which Federal Reserve Banks extend non-recourse loans to institutions that are eligible to make PPP loans. Only PPP loans that are guaranteed by the SBA under the PPP, with respect to both principal and interest that are originated or purchased by an eligible institution, may be pledged as collateral to the Federal Reserve Banks.
The maximum borrowing capacity with the FHLB and FRB at June 30, 2020March 31, 2021 and December 31, 20192020 was as follows:
| | | | | |
| (amounts in thousands) | (amounts in thousands) | June 30, 2020 | | December 31, 2019 | (amounts in thousands) | March 31, 2021 | | December 31, 2020 |
| Total maximum borrowing capacity with the FHLB | Total maximum borrowing capacity with the FHLB | $ | 2,958,717 | | | $ | 3,445,416 | | Total maximum borrowing capacity with the FHLB | $ | 2,492,783 | | | $ | 2,729,516 | |
Total maximum borrowing capacity with the FRB (1) | Total maximum borrowing capacity with the FRB (1) | 152,410 | | | 136,842 | | Total maximum borrowing capacity with the FRB (1) | 183,124 | | | 223,299 | |
Qualifying loans serving as collateral against FHLB and FRB advances | Qualifying loans serving as collateral against FHLB and FRB advances | 3,814,247 | | | 4,496,983 | | Qualifying loans serving as collateral against FHLB and FRB advances | 3,258,271 | | | 3,363,364 | |
|
(1) Amounts reported in the above table exclude borrowings under the PPPLF, which are limited to the face value of the loans originated under the PPP. At June 30, 2020,March 31, 2021, Customers had $4.4$3.3 billion of borrowings under the PPPLF, with a borrowing capacity of up to $4.8$5.2 billion, which is the face value of the qualifying loans Customers has originated and outstanding under the PPP. At December 31, 2020, Customers had $4.4 billion of borrowings under the PPPLF.
Senior and Subordinated Debt
Long-term senior notes and subordinated debt at June 30, 2020March 31, 2021 and December 31, 20192020 were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | June 30, 2020 | | December 31, 2019 | | | | | | | | | | |
| (dollars in thousands) | | | | | | | | | | | | | | | | |
| Issued by | | Ranking | | Amount | | Amount | | Rate | | Issued Amount | | Date Issued | | Maturity | | Price |
| Customers Bancorp | | Senior | | $ | 24,492 | | | $ | 24,432 | | | 4.500 | % | | $ | 25,000 | | | September 2019 | | September 2024 | | 100.000 | % |
| Customers Bancorp | | Senior | | 99,341 | | | 99,198 | | | 3.950 | % | | 100,000 | | | June 2017 | | June 2022 | | 99.775 | % |
| | | | | | | | | | | | | | | | |
| Total other borrowings | | | | 123,833 | | | 123,630 | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| Customers Bancorp | | Subordinated (1)(2) | | 72,131 | | | 72,040 | | | 5.375 | % | | 74,750 | | | December 2019 | | December 2034 | | 100.000 | % |
| Customers Bank | | Subordinated (1)(3) | | 109,124 | | | 109,075 | | | 6.125 | % | | 110,000 | | | June 2014 | | June 2029 | | 100.000 | % |
| Total subordinated debt | | | | $ | 181,255 | | | $ | 181,115 | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | March 31, 2021 | | December 31, 2020 | | | | | | | | | | |
| (dollars in thousands) | | | | | | | | | | | | |
| Issued by | | Ranking | | Amount | | Amount | | Rate | | Issued Amount | | Date Issued | | Maturity | | Price |
| Customers Bancorp | | Senior | | $ | 24,581 | | | $ | 24,552 | | | 4.500 | % | | $ | 25,000 | | | September 2019 | | September 2024 | | 100.000 | % |
| Customers Bancorp | | Senior | | 99,557 | | | 99,485 | | | 3.950 | % | | 100,000 | | | June 2017 | | June 2022 | | 99.775 | % |
| | | | | | | | | | | | | | | | |
| Total other borrowings | | $ | 124,138 | | | $ | 124,037 | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| Customers Bancorp | | Subordinated (1)(2) | | $ | 72,267 | | | $ | 72,222 | | | 5.375 | % | | $ | 74,750 | | | December 2019 | | December 2034 | | 100.000 | % |
| Customers Bank | | Subordinated (1)(3) | | 109,197 | | | 109,172 | | | 6.125 | % | | 110,000 | | | June 2014 | | June 2029 | | 100.000 | % |
| Total subordinated debt | | $ | 181,464 | | | $ | 181,394 | | | | | | | | | | | |
(1)The subordinated notes qualify as Tier 2 capital for regulatory capital purposes.
(2)Customers Bancorp has the ability to call the subordinated notes, in whole, or in part, at a redemption price equal to 100% of the principal balance at certain times on or after December 30, 2029.
(3)The subordinated notes will bear an annual fixed rate of 6.125% until June 26, 2024. From June 26, 2024 until maturity, the notes will bear an annual interest rate equal to the three-month LIBOR plus 344.3 basis points. Customers Bank has the ability to call the subordinated notes, in whole, or in part, at a redemption price equal to 100% of the principal balance at certain times on or after June 26, 2024.
NOTE 1011 — REGULATORY CAPITAL
The Bank and the Bancorp are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet the minimum capital requirements can result in certain mandatory, and possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on Customers' financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank and the Bancorp must meet specific capital guidelines that involve quantitative measures of their assets, liabilities and certain off-balance sheet items, as calculated under the regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Prompt corrective action provisions are not applicable to bank holding companies.
In first quarter 2020, U.S federal banking regulatory agencies permitted banking organizations to phase-in, for regulatory capital purposes, the day-one impact of the new CECL accounting rule on retained earnings over a period of three years. As part of its response to the impact of COVID-19, on March 31, 2020, the U.S. federal banking regulatory agencies issued an interim final rule that provided the option to temporarily delay certain effects of CECL on regulatory capital for two years, followed by a three-year transition period. The interim final rule allows banking organizations to delay for two years 100% of the day-one impact of adopting CECL and 25% of the cumulative change in the reported allowance for credit losses since adopting CECL. Customers has elected to adopt the interim final rule, which is reflected in the regulatory capital data presented below.
In April 2020, the U.S. federal banking regulatory agencies issued an interim final rule that permits banks to exclude the impact of participating in the SBA PPP program in their regulatory capital ratios. Specifically, PPP loans are zero percent risk weighted and a bank can exclude all PPP loans pledged as collateral to the PPPLF from its average total consolidated assets for purposes of calculating the Tier 1 capital to average assets ratio (i.e. leverage ratio). Customers applied this regulatory guidance in the calculation of its regulatory capital ratios presented below.
Quantitative measures established by regulation to ensure capital adequacy require the Bank and the Bancorp to maintain minimum amounts and ratios (set forth in the following table) of common equity Tier 1, Tier 1, and total capital to risk-weighted assets, and Tier 1 capital to average assets (as defined in the regulations). At June 30, 2020March 31, 2021 and December 31, 2019,2020, the Bank and the Bancorp satisfied all capital requirements to which they were subject.
Generally, to comply with the regulatory definition of adequately capitalized, or well capitalized, respectively, or to comply with the Basel III capital requirements, an institution must at least maintain the common equity Tier 1, Tier 1 and total risk-based capital ratios and the Tier 1 leverage ratio in excess of the related minimum ratios as set forth in the following table:
| | | | | Minimum Capital Levels to be Classified as: | | | | | Minimum Capital Levels to be Classified as: |
| | | Actual | | | Adequately Capitalized | | | Well Capitalized | | | Basel III Compliant | | | Actual | | Adequately Capitalized | | Well Capitalized | | Basel III Compliant |
| (amounts in thousands) | (amounts in thousands) | Amount | | Ratio | | Amount | | Ratio | | Amount | | Ratio | | Amount | | Ratio | (amounts in thousands) | Amount | | Ratio | | Amount | | Ratio | | Amount | | Ratio | | Amount | | Ratio |
| As of June 30, 2020: | | | | | | | | | | | | | | | | |
| As of March 31, 2021: | | As of March 31, 2021: | | | | | | | | | | | | | | | |
| Common equity Tier 1 capital (to risk-weighted assets) | Common equity Tier 1 capital (to risk-weighted assets) | | Common equity Tier 1 capital (to risk-weighted assets) | |
| Customers Bancorp, Inc. | Customers Bancorp, Inc. | $ | 853,818 | | | 7.765 | % | | $ | 494,780 | | | 4.500 | % | | N/A | | N/A | | $ | 769,657 | | | 7.000 | % | Customers Bancorp, Inc. | $ | 1,021,018 | | | 8.774 | % | | $ | 523,659 | | | 4.500 | % | | N/A | | N/A | | $ | 814,581 | | | 7.000 | % |
| Customers Bank | Customers Bank | $ | 1,168,276 | | | 10.636 | % | | $ | 494,291 | | | 4.500 | % | | $ | 713,976 | | | 6.500 | % | | $ | 768,897 | | | 7.000 | % | Customers Bank | $ | 1,365,443 | | | 11.745 | % | | $ | 523,182 | | | 4.500 | % | | $ | 755,708 | | | 6.500 | % | | $ | 813,839 | | | 7.000 | % |
| Tier 1 capital (to risk-weighted assets) | Tier 1 capital (to risk-weighted assets) | | Tier 1 capital (to risk-weighted assets) | |
| Customers Bancorp, Inc. | Customers Bancorp, Inc. | $ | 1,071,289 | | | 9.743 | % | | $ | 659,706 | | | 6.000 | % | | N/A | | N/A | | $ | 934,584 | | | 8.500 | % | Customers Bancorp, Inc. | $ | 1,238,489 | | | 10.643 | % | | $ | 698,212 | | | 6.000 | % | | N/A | | N/A | | $ | 989,134 | | | 8.500 | % |
| Customers Bank | Customers Bank | $ | 1,168,276 | | | 10.636 | % | | $ | 659,055 | | | 6.000 | % | | $ | 878,740 | | | 8.000 | % | | $ | 933,661 | | | 8.500 | % | Customers Bank | $ | 1,365,443 | | | 11.745 | % | | $ | 697,576 | | | 6.000 | % | | $ | 930,102 | | | 8.000 | % | | $ | 988,233 | | | 8.500 | % |
| Total capital (to risk-weighted assets) | Total capital (to risk-weighted assets) | | Total capital (to risk-weighted assets) | |
| Customers Bancorp, Inc. | Customers Bancorp, Inc. | $ | 1,311,527 | | | 11.928 | % | | $ | 879,608 | | | 8.000 | % | | N/A | | N/A | | $ | 1,154,486 | | | 10.500 | % | Customers Bancorp, Inc. | $ | 1,447,285 | | | 12.437 | % | | $ | 930,949 | | | 8.000 | % | | N/A | | N/A | | $ | 1,221,871 | | | 10.500 | % |
| Customers Bank | Customers Bank | $ | 1,351,665 | | | 12.305 | % | | $ | 878,740 | | | 8.000 | % | | $ | 1,098,424 | | | 10.000 | % | | $ | 1,153,346 | | | 10.500 | % | Customers Bank | $ | 1,523,681 | | | 13.106 | % | | $ | 930,102 | | | 8.000 | % | | $ | 1,162,627 | | | 10.000 | % | | $ | 1,220,758 | | | 10.500 | % |
| Tier 1 capital (to average assets) | Tier 1 capital (to average assets) | | Tier 1 capital (to average assets) | |
| Customers Bancorp, Inc. | Customers Bancorp, Inc. | $ | 1,071,289 | | | 8.790 | % | | $ | 487,512 | | | 4.000 | % | | N/A | | N/A | | $ | 487,512 | | | 4.000 | % | Customers Bancorp, Inc. | $ | 1,238,489 | | | 8.478 | % | | $ | 584,359 | | | 4.000 | % | | N/A | | N/A | | $ | 584,359 | | | 4.000 | % |
| Customers Bank | Customers Bank | $ | 1,168,276 | | | 9.593 | % | | $ | 487,151 | | | 4.000 | % | | $ | 608,938 | | | 5.000 | % | | $ | 487,151 | | | 4.000 | % | Customers Bank | $ | 1,365,443 | | | 9.352 | % | | $ | 584,025 | | | 4.000 | % | | $ | 730,031 | | | 5.000 | % | | $ | 584,025 | | | 4.000 | % |
| As of December 31, 2019: | | |
| As of December 31, 2020: | | As of December 31, 2020: | |
| Common equity Tier 1 capital (to risk-weighted assets) | Common equity Tier 1 capital (to risk-weighted assets) | | Common equity Tier 1 capital (to risk-weighted assets) | |
| Customers Bancorp, Inc. | Customers Bancorp, Inc. | $ | 821,810 | | | 7.984 | % | | $ | 463,211 | | | 4.500 | % | | N/A | | N/A | | $ | 720,551 | | | 7.000 | % | Customers Bancorp, Inc. | $ | 954,839 | | | 8.079 | % | | $ | 531,844 | | | 4.500 | % | | N/A | | N/A | | $ | 827,312 | | | 7.000 | % |
| Customers Bank | Customers Bank | $ | 1,164,652 | | | 11.323 | % | | $ | 462,842 | | | 4.500 | % | | $ | 668,549 | | | 6.500 | % | | $ | 719,976 | | | 7.000 | % | Customers Bank | $ | 1,254,082 | | | 10.615 | % | | $ | 531,639 | | | 4.500 | % | | $ | 767,923 | | | 6.500 | % | | $ | 826,994 | | | 7.000 | % |
| Tier 1 capital (to risk-weighted assets) | Tier 1 capital (to risk-weighted assets) | | Tier 1 capital (to risk-weighted assets) | |
| Customers Bancorp, Inc. | Customers Bancorp, Inc. | $ | 1,039,281 | | | 10.096 | % | | $ | 617,615 | | | 6.000 | % | | N/A | | N/A | | $ | 874,955 | | | 8.500 | % | Customers Bancorp, Inc. | $ | 1,172,310 | | | 9.919 | % | | $ | 709,125 | | | 6.000 | % | | N/A | | N/A | | $ | 1,004,594 | | | 8.500 | % |
| Customers Bank | Customers Bank | $ | 1,164,652 | | | 11.323 | % | | $ | 617,122 | | | 6.000 | % | | $ | 822,829 | | | 8.000 | % | | $ | 874,256 | | | 8.500 | % | Customers Bank | $ | 1,254,082 | | | 10.615 | % | | $ | 708,852 | | | 6.000 | % | | $ | 945,136 | | | 8.000 | % | | $ | 1,004,207 | | | 8.500 | % |
| Total capital (to risk-weighted assets) | Total capital (to risk-weighted assets) | | Total capital (to risk-weighted assets) | |
| Customers Bancorp, Inc. | Customers Bancorp, Inc. | $ | 1,256,309 | | | 12.205 | % | | $ | 823,487 | | | 8.000 | % | | N/A | | N/A | | $ | 1,080,827 | | | 10.500 | % | Customers Bancorp, Inc. | $ | 1,401,119 | | | 11.855 | % | | $ | 945,500 | | | 8.000 | % | | N/A | | N/A | | $ | 1,240,969 | | | 10.500 | % |
| Customers Bank | Customers Bank | $ | 1,330,155 | | | 12.933 | % | | $ | 822,829 | | | 8.000 | % | | $ | 1,028,537 | | | 10.000 | % | | $ | 1,079,964 | | | 10.500 | % | Customers Bank | $ | 1,424,791 | | | 12.060 | % | | $ | 945,136 | | | 8.000 | % | | $ | 1,181,421 | | | 10.000 | % | | $ | 1,240,492 | | | 10.500 | % |
| Tier 1 capital (to average assets) | Tier 1 capital (to average assets) | | Tier 1 capital (to average assets) | |
| Customers Bancorp, Inc. | Customers Bancorp, Inc. | $ | 1,039,281 | | | 9.258 | % | | $ | 449,026 | | | 4.000 | % | | N/A | | N/A | | $ | 449,026 | | | 4.000 | % | Customers Bancorp, Inc. | $ | 1,172,310 | | | 8.597 | % | | $ | 545,485 | | | 4.000 | % | | N/A | | N/A | | $ | 545,485 | | | 4.000 | % |
| Customers Bank | Customers Bank | $ | 1,164,652 | | | 10.379 | % | | $ | 448,851 | | | 4.000 | % | | $ | 561,064 | | | 5.000 | % | | $ | 448,851 | | | 4.000 | % | Customers Bank | $ | 1,254,082 | | | 9.208 | % | | $ | 544,758 | | | 4.000 | % | | $ | 680,947 | | | 5.000 | % | | $ | 544,758 | | | 4.000 | % |
The Basel III Capital Rules require that we maintain a 2.500% capital conservation buffer with respect to each of CET1, Tier 1 and total capital to risk-weighted assets, which provides for capital levels that exceed the minimum risk-based capital adequacy requirements. A financial institution with a conservation buffer of less than the required amount is subject to limitations on capital distributions, including dividend payments and stock repurchases, and certain discretionary bonus payments to executive officers.
NOTE 1112 — DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
Customers uses fair value measurements to record fair value adjustments to certain assets and liabilities and to disclose the fair value of its financial instruments. ASC Topic 825, Financial Instruments, requires disclosure of the estimated fair value of an entity’s assets and liabilities considered to be financial instruments. For Customers, as for most financial institutions, the majority of its assets and liabilities are considered to be financial instruments. Many of these instruments lack an available trading market as characterized by a willing buyer and a willing seller engaging in an exchange transaction. For fair value disclosure purposes, Customers utilized certain fair value measurement criteria under ASC 820, Fair Value Measurements and Disclosures("ASC 820"), as explained below.
In accordance with ASC 820, the fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for Customers' various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument.
The fair value guidance provides a consistent definition of fair value, focusing on an exit price in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. If there has been a significant decrease in the volume and level of activity for the asset or liability, a change in valuation technique or the use of multiple valuation techniques may be appropriate. In such instances, determining the price at which willing market participants would transact at the measurement date under current market conditions depends on the facts and circumstances and requires the use of significant judgment. The fair value is a reasonable point within the range that is most representative of fair value under current market conditions.
The fair value guidance also establishes a fair value hierarchy and describes the following three levels used to classify fair value measurements.
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 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 adjustments to inputs that are both significant to the fair value measurement and unobservable (i.e., supported with little or no market activity).
A financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.
The following methods and assumptions were used to estimate the fair values of Customers' financial instruments as of June 30, 2020March 31, 2021 and December 31, 2019:2020:
Financial Instruments Recorded at Fair Value on a Recurring Basis
Investment securities:
The fair values of equity securities, available for saleAFS debt securities and debt securities reported at fair value based on a fair value option election are determined by obtaining quoted market prices on nationally recognized and foreign securities exchanges (Level 1), quoted prices in markets that are not active (Level 2), matrix pricing (Level 2), which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted prices, or internally and externally developed models that use unobservable inputs due to limited or no market activity of the instrument (Level 3). These assets are classified as Level 1, 2 or 3 fair values, based upon the lowest level of input that is significant to the fair value measurements.
Loans held for sale - Residential mortgage loans (fair value option):
Customers generally estimates the fair values of residential mortgage loans held for sale based on commitments on hand from investors within the secondary market for loans with similar characteristics. These assets are classified as Level 2 fair values, based upon the lowest level of input that is significant to the fair value measurements.
Loans receivable - Commercial mortgage warehouse loans (fair value option):
The fair value of commercial mortgage warehouse loans is the amount of cash initially advanced to fund the mortgage, plus accrued interest and fees, as specified in the respective agreements. The loan is used by mortgage companies as short-term bridge financing between the funding of the mortgage loans and the finalization of the sale of the loans to an investor. Changes in fair value are not generally expected to be recognized because at inception of the transaction the underlying mortgage loans have already been sold to an approved investor. Additionally, the interest rate is variable, and the transaction is short-term, with an average life of under 30 days from purchase to sale. These assets are classified as Level 2 fair values, based upon the lowest level of input that is significant to the fair value measurements.
Derivatives (assets and liabilities):
The fair values of interest rate swaps, interest rate caps and credit derivatives are determined using models that incorporate readily observable market data into a market standard methodology. This methodology nets the discounted future cash receipts and the discounted expected cash payments. The discounted variable cash receipts and payments are based on expectations of future interest rates derived from observable market interest rate curves. In addition, fair value is adjusted for the effect of nonperformance risk by incorporating credit valuation adjustments for Customers and its counterparties. These assets and liabilities are classified as Level 2 fair values, based upon the lowest level of input that is significant to the fair value measurements.
The fair values of the residential mortgage loan commitments are derived from the estimated fair values that can be generated when the underlying mortgage loan is sold in the secondary market. Customers generally uses commitments on hand from third party investors to estimate an exit price and adjusts for the probability of the commitment being exercised based on Customers' internal experience (i.e., pull-through rate). These assets and liabilities are classified as Level 3 fair values, based upon the lowest level of input that is significant to the fair value measurements.
Derivative assets and liabilities are presented in "Other assets" and "Accrued interest payable and other liabilities" on the consolidated balance sheet.
The following information should not be interpreted as an estimate of Customers' fair value in its entirety because fair value calculations are only provided for a limited portion of Customers' assets and liabilities. Due to a wide range of valuation techniques and the degree of subjectivity used in making these estimates, comparisons between Customers' disclosures and those of other companies may not be meaningful.
Financial Instruments Recorded at Fair Value on a Nonrecurring Basis
Collateral-dependent loans:
Collateral-dependent loans are those loans that are accounted for under ASC 326Financial Instruments - Credit Losses, in which the Bank has measured impairment generally based on the fair value of the loan’s collateral or discounted cash flowDCF analysis. Fair value is generally determined based upon independent third-party appraisals of the properties that collateralize the loans, discounted cash flowsDCF based upon the expected proceeds, sales agreements or letters of intent with third parties. These assets are generally classified as Level 3 fair values, based upon the lowest level of input that is significant to the fair value measurements.
Other real estate owned:
The fair value of OREO is determined by using appraisals, which may be discounted based on management’s review and changes in market conditions or sales agreements with third parties. All appraisals must be performed in accordance with the Uniform Standards of Professional Appraisal Practice. Appraisals are certified to the Bank and performed by appraisers on the Bank’s approved list of appraisers. Evaluations are completed by a person independent of management. The content of the appraisal depends on the complexity of the property. Appraisals are completed on a “retail value” and an “as is value”. These assets are classified as Level 3 fair values, based upon the lowest level of input that is significant to the fair value measurements.
The estimated fair values of Customers' financial instruments at June 30, 2020March 31, 2021 and December 31, 20192020 were as follows.
| | | | | | | | Fair Value Measurements at June 30, 2020 | | | | | | | Fair Value Measurements at March 31, 2021 |
| (amounts in thousands) | (amounts in thousands) | Carrying Amount | | Estimated Fair Value | | Quoted Prices in Active Markets for Identical Assets
(Level 1) | | Significant Other Observable Inputs
(Level 2) | | Significant Unobservable Inputs
(Level 3) | (amounts in thousands) | Carrying Amount | | Estimated Fair Value | | Quoted Prices in Active Markets for Identical Assets
(Level 1) | | Significant Other Observable Inputs
(Level 2) | | Significant Unobservable Inputs
(Level 3) |
| Assets: | Assets: | | | | | | | | | | Assets: | | | | | | | | | |
| Cash and cash equivalents | Cash and cash equivalents | $ | 1,067,330 | | | $ | 1,067,330 | | | $ | 1,067,330 | | | $ | — | | | $ | — | | Cash and cash equivalents | $ | 515,364 | | | $ | 515,364 | | | $ | 515,364 | | | $ | 0 | | | $ | 0 | |
| Debt securities, available for sale | Debt securities, available for sale | 664,758 | | | 664,758 | | | — | | | 664,758 | | | — | | Debt securities, available for sale | 1,437,077 | | | 1,437,077 | | | 0 | | | 1,437,077 | | | 0 | |
| Interest-only GNMA securities | 14,396 | | | 14,396 | | | — | | | — | | | 14,396 | | |
| | Equity securities | Equity securities | 2,228 | | | 2,228 | | | 2,228 | | | — | | | — | | Equity securities | 4,827 | | | 4,827 | | | 4,827 | | | 0 | | | 0 | |
| Loans held for sale | Loans held for sale | 464,164 | | | 464,164 | | | — | | | 21,107 | | | 443,057 | | Loans held for sale | 46,106 | | | 46,106 | | | 0 | | | 45,463 | | | 643 | |
| | Total loans and leases receivable, net of allowance for credit losses on loans and leases | Total loans and leases receivable, net of allowance for credit losses on loans and leases | 14,666,133 | | | 15,287,585 | | | — | | | 2,793,164 | | | 12,494,421 | | Total loans and leases receivable, net of allowance for credit losses on loans and leases | 15,993,464 | | | 16,487,438 | | | 0 | | | 3,407,622 | | | 13,079,816 | |
| FHLB, Federal Reserve Bank and other restricted stock | FHLB, Federal Reserve Bank and other restricted stock | 91,023 | | | 91,023 | | | — | | | 91,023 | | | — | | FHLB, Federal Reserve Bank and other restricted stock | 69,420 | | | 69,420 | | | 0 | | | 69,420 | | | 0 | |
| Derivatives | Derivatives | 65,127 | | | 65,127 | | | — | | | 65,075 | | | 52 | | Derivatives | 36,502 | | | 36,502 | | | 0 | | | 36,306 | | | 196 | |
| | Liabilities: | Liabilities: | | Liabilities: | |
| Deposits | Deposits | $ | 10,965,875 | | | $ | 10,972,163 | | | $ | 9,095,495 | | | $ | 1,876,668 | | | $ | — | | Deposits | $ | 12,472,440 | | | $ | 12,473,798 | | | $ | 11,806,559 | | | $ | 667,239 | | | $ | 0 | |
| | FRB advances | 4,419,967 | | | 4,419,967 | | | — | | | 4,419,967 | | | — | | |
| FRB PPP Liquidity Facility | | FRB PPP Liquidity Facility | 3,284,156 | | | 3,284,156 | | | 0 | | | 3,284,156 | | | 0 | |
| | Federal funds purchased | | Federal funds purchased | 365,000 | | | 365,000 | | | 365,000 | | | 0 | | | 0 | |
| FHLB advances | FHLB advances | 850,000 | | | 855,519 | | | — | | | 855,519 | | | — | | FHLB advances | 850,000 | | | 850,787 | | | 0 | | | 850,787 | | | 0 | |
| Other borrowings | Other borrowings | 123,833 | | | 100,200 | | | — | | | 100,200 | | | — | | Other borrowings | 124,138 | | | 135,571 | | | 0 | | | 135,571 | | | 0 | |
| Subordinated debt | Subordinated debt | 181,255 | | | 174,572 | | | — | | | 174,572 | | | — | | Subordinated debt | 181,464 | | | 197,080 | | | 0 | | | 197,080 | | | 0 | |
| Derivatives | Derivatives | 125,304 | | | 125,304 | | | — | | | 125,304 | | | — | | Derivatives | 37,536 | | | 37,536 | | | 0 | | | 37,536 | | | 0 | |
| | | | | | | | Fair Value Measurements at December 31, 2019 | | | | | | | Fair Value Measurements at December 31, 2020 |
| (amounts in thousands) | (amounts in thousands) | Carrying Amount | | Estimated Fair Value | | Quoted Prices in Active Markets for Identical Assets
(Level 1) | | Significant Other Observable Inputs
(Level 2) | | Significant Unobservable Inputs
(Level 3) | (amounts in thousands) | Carrying Amount | | Estimated Fair Value | | Quoted Prices in Active Markets for Identical Assets
(Level 1) | | Significant Other Observable Inputs
(Level 2) | | Significant Unobservable Inputs
(Level 3) |
| Assets: | Assets: | | | | | | | | | | Assets: | | | | | | | | | |
| Cash and cash equivalents | Cash and cash equivalents | $ | 212,505 | | | $ | 212,505 | | | $ | 212,505 | | | $ | — | | | $ | — | | Cash and cash equivalents | $ | 693,354 | | | $ | 693,354 | | | $ | 693,354 | | | $ | 0 | | | $ | 0 | |
| Debt securities, available for sale | Debt securities, available for sale | 577,198 | | | 577,198 | | | — | | | 577,198 | | | — | | Debt securities, available for sale | 1,206,431 | | | 1,206,431 | | | 0 | | | 1,206,431 | | | 0 | |
| Interest-only GNMA securities | 16,272 | | | 16,272 | | | — | | | — | | | 16,272 | | |
| | Equity securities | Equity securities | 2,406 | | | 2,406 | | | 2,406 | | | — | | | — | | Equity securities | 3,854 | | | 3,854 | | | 3,854 | | | 0 | | | 0 | |
| Loans held for sale | Loans held for sale | 486,328 | | | 486,328 | | | — | | | 2,130 | | | 484,198 | | Loans held for sale | 79,086 | | | 79,086 | | | 0 | | | 78,443 | | | 643 | |
| | Total loans and leases receivable, net of allowance for credit losses on loans and leases | Total loans and leases receivable, net of allowance for credit losses on loans and leases | 9,508,367 | | | 9,853,037 | | | — | | | 2,245,758 | | | 7,607,279 | | Total loans and leases receivable, net of allowance for credit losses on loans and leases | 15,608,989 | | | 16,222,202 | | | 0 | | | 3,616,432 | | | 12,605,770 | |
| FHLB, Federal Reserve Bank and other restricted stock | FHLB, Federal Reserve Bank and other restricted stock | 84,214 | | | 84,214 | | | — | | | 84,214 | | | — | | FHLB, Federal Reserve Bank and other restricted stock | 71,368 | | | 71,368 | | | 0 | | | 71,368 | | | 0 | |
| Derivatives | Derivatives | 23,608�� | | | 23,608 | | | — | | | 23,529 | | | 79 | | Derivatives | 54,223 | | | 54,223 | | | 0 | | | 54,023 | | | 200 | |
| | Liabilities: | Liabilities: | | Liabilities: | |
| Deposits | Deposits | $ | 8,648,936 | | | $ | 8,652,340 | | | $ | 6,980,402 | | | $ | 1,671,938 | | | $ | — | | Deposits | $ | 11,309,929 | | | $ | 11,312,494 | | | $ | 10,657,998 | | | $ | 654,496 | | | $ | 0 | |
| | FRB PPP Liquidity Facility | | FRB PPP Liquidity Facility | 4,415,016 | | | 4,415,016 | | | 0 | | | 4,415,016 | | | 0 | |
| Federal funds purchased | Federal funds purchased | 538,000 | | | 538,000 | | | 538,000 | | | — | | | — | | Federal funds purchased | 250,000 | | | 250,000 | | | 250,000 | | | 0 | | | 0 | |
| FHLB advances | FHLB advances | 850,000 | | | 852,162 | | | — | | | 852,162 | | | — | | FHLB advances | 850,000 | | | 852,442 | | | 0 | | | 852,442 | | | 0 | |
| Other borrowings | Other borrowings | 123,630 | | | 127,603 | | | — | | | 127,603 | | | — | | Other borrowings | 124,037 | | | 129,120 | | | 0 | | | 129,120 | | | 0 | |
| Subordinated debt | Subordinated debt | 181,115 | | | 192,217 | | | — | | | 192,217 | | | — | | Subordinated debt | 181,394 | | | 193,119 | | | 0 | | | 193,119 | | | 0 | |
| Derivatives | Derivatives | 45,939 | | | 45,939 | | | — | | | 45,939 | | | — | | Derivatives | 98,164 | | | 98,164 | | | 0 | | | 98,164 | | | 0 | |
For financial assets and liabilities measured at fair value on a recurring and nonrecurring basis, the fair value measurements by level within the fair value hierarchy used at June 30, 2020March 31, 2021 and December 31, 20192020 were as follows:
| | | | June 30, 2020 | | | March 31, 2021 |
| | | Fair Value Measurements at the End of the Reporting Period Using | | | Fair Value Measurements at the End of the Reporting Period Using |
| (amounts in thousands) | (amounts in thousands) | Quoted Prices in Active Markets for Identical Assets
(Level 1) | | Significant Other Observable Inputs
(Level 2) | | Significant Unobservable Inputs
(Level 3) | | Total | (amounts in thousands) | Quoted Prices in Active Markets for Identical Assets
(Level 1) | | Significant Other Observable Inputs
(Level 2) | | Significant Unobservable Inputs
(Level 3) | | Total |
| Measured at Fair Value on a Recurring Basis: | Measured at Fair Value on a Recurring Basis: | | | | | | | | Measured at Fair Value on a Recurring Basis: | | | | | | | |
| Assets | Assets | | Assets | |
| Available for sale debt securities: | Available for sale debt securities: | | Available for sale debt securities: | |
| Agency-guaranteed residential mortgage-backed securities | $ | — | | | $ | 144,310 | | | $ | — | | | $ | 144,310 | | |
| Asset-backed securities | | Asset-backed securities | $ | 0 | | | $ | 386,993 | | | $ | 0 | | | $ | 386,993 | |
| U.S. government agencies securities | | U.S. government agencies securities | 0 | | | 20,053 | | | 0 | | | 20,053 | |
| Agency-guaranteed mortgage-backed securities | | Agency-guaranteed mortgage-backed securities | 0 | | | 37,634 | | | 0 | | | 37,634 | |
| | Agency-guaranteed collateralized mortgage obligations | Agency-guaranteed collateralized mortgage obligations | — | | | 145,826 | | | — | | | 145,826 | | Agency-guaranteed collateralized mortgage obligations | 0 | | | 211,104 | | | 0 | | | 211,104 | |
| | Commercial mortgage-backed securities | | Commercial mortgage-backed securities | 0 | | | 13,059 | | | 0 | | | 13,059 | |
| Collateralized loan obligations | | Collateralized loan obligations | 0 | | | 163,094 | | | 0 | | | 163,094 | |
| Corporate notes | | Corporate notes | 0 | | | 257,924 | | | 0 | | | 257,924 | |
| Private label collateralized mortgage obligations | | Private label collateralized mortgage obligations | 0 | | | 328,689 | | | 0 | | | 328,689 | |
| State and political subdivision debt securities | State and political subdivision debt securities | — | | | 18,389 | | | — | | | 18,389 | | State and political subdivision debt securities | 0 | | | 18,527 | | | 0 | | | 18,527 | |
| | Corporate notes | — | | | 356,233 | | | — | | | 356,233 | | |
| Interest-only GNMA securities | — | | | — | | | 14,396 | | | 14,396 | | |
| Equity securities | Equity securities | 2,228 | | | — | | | — | | | 2,228 | | Equity securities | 4,827 | | | 0 | | | 0 | | | 4,827 | |
| Derivatives | Derivatives | — | | | 65,075 | | | 52 | | | 65,127 | | Derivatives | 0 | | | 36,306 | | | 196 | | | 36,502 | |
| Loans held for sale – fair value option | Loans held for sale – fair value option | — | | | 3,507 | | | — | | | 3,507 | | Loans held for sale – fair value option | 0 | | | 1,205 | | | 0 | | | 1,205 | |
| Loans receivable, mortgage warehouse – fair value option | Loans receivable, mortgage warehouse – fair value option | — | | | 2,793,164 | | | — | | | 2,793,164 | | Loans receivable, mortgage warehouse – fair value option | 0 | | | 3,407,622 | | | 0 | | | 3,407,622 | |
| Total assets – recurring fair value measurements | Total assets – recurring fair value measurements | $ | 2,228 | | | $ | 3,526,504 | | | $ | 14,448 | | | $ | 3,543,180 | | Total assets – recurring fair value measurements | $ | 4,827 | | | $ | 4,882,210 | | | $ | 196 | | | $ | 4,887,233 | |
| Liabilities | Liabilities | | | | | | | | Liabilities | | | | | | | |
| Derivatives | Derivatives | $ | — | | | $ | 125,304 | | | $ | — | | | $ | 125,304 | | Derivatives | $ | 0 | | | $ | 37,536 | | | $ | 0 | | | $ | 37,536 | |
| Measured at Fair Value on a Nonrecurring Basis: | Measured at Fair Value on a Nonrecurring Basis: | | | | | | | | Measured at Fair Value on a Nonrecurring Basis: | | | | | | | |
| Assets | Assets | | Assets | |
| | Loans held for sale | Loans held for sale | $ | — | | | $ | 17,600 | | | $ | — | | | $ | 17,600 | | Loans held for sale | $ | 0 | | | $ | 44,258 | | | $ | 0 | | | $ | 44,258 | |
| Collateral-dependent loans | Collateral-dependent loans | — | | | — | | | 45,208 | | | 45,208 | | Collateral-dependent loans | 0 | | | 0 | | | 7,331 | | | 7,331 | |
| | Other real estate owned | | Other real estate owned | 0 | | | 0 | | | 35 | | | 35 | |
| Total assets – nonrecurring fair value measurements | Total assets – nonrecurring fair value measurements | $ | — | | | $ | 17,600 | | | $ | 45,208 | | | $ | 62,808 | | Total assets – nonrecurring fair value measurements | $ | 0 | | | $ | 44,258 | | | $ | 7,366 | | | $ | 51,624 | |
| | | | December 31, 2019 | | | December 31, 2020 |
| | | Fair Value Measurements at the End of the Reporting Period Using | | | Fair Value Measurements at the End of the Reporting Period Using |
| (amounts in thousands) | (amounts in thousands) | Quoted Prices in Active Markets for Identical Assets
(Level 1) | | Significant Other Observable Inputs
(Level 2) | | Significant Unobservable Inputs
(Level 3) | | Total | (amounts in thousands) | Quoted Prices in Active Markets for Identical Assets
(Level 1) | | Significant Other Observable Inputs
(Level 2) | | Significant Unobservable Inputs
(Level 3) | | Total |
| Measured at Fair Value on a Recurring Basis: | Measured at Fair Value on a Recurring Basis: | | | | | | | | Measured at Fair Value on a Recurring Basis: | | | | | | | |
| Assets | Assets | | Assets | |
| Available for sale debt securities: | Available for sale debt securities: | | Available for sale debt securities: | |
| Agency-guaranteed residential mortgage–backed securities | $ | — | | | $ | 278,321 | | | $ | — | | | $ | 278,321 | | |
| Asset-backed securities | | Asset-backed securities | $ | 0 | | | $ | 377,145 | | | $ | 0 | | | $ | 377,145 | |
| U.S. government agencies securities | | U.S. government agencies securities | 0 | | | 20,034 | | | 0 | | | 20,034 | |
| Agency-guaranteed mortgage–backed securities | | Agency-guaranteed mortgage–backed securities | 0 | | | 63,091 | | | 0 | | | 63,091 | |
| | Agency-guaranteed collateralized mortgage obligations | | Agency-guaranteed collateralized mortgage obligations | 0 | | | 161,767 | | | 0 | | | 161,767 | |
| Collateralized loan obligations | | Collateralized loan obligations | 0 | | | 32,367 | | | 0 | | | 32,367 | |
| Corporate notes | Corporate notes | — | | | 298,877 | | | — | | | 298,877 | | Corporate notes | 0 | | | 396,744 | | | 0 | | | 396,744 | |
| Interest-only GNMA securities | — | | | — | | | 16,272 | | | 16,272 | | |
| Private label collateralized mortgage obligations | | Private label collateralized mortgage obligations | 0 | | | 136,992 | | | 0 | | | 136,992 | |
| State and political subdivision debt securities | | State and political subdivision debt securities | 0 | | | 18,291 | | | 0 | | | 18,291 | |
| | Equity securities | Equity securities | 2,406 | | | — | | | — | | | 2,406 | | Equity securities | 3,854 | | | 0 | | | 0 | | | 3,854 | |
| Derivatives | Derivatives | — | | | 23,529 | | | 79 | | | 23,608 | | Derivatives | 0 | | | 54,023 | | | 200 | | | 54,223 | |
| Loans held for sale – fair value option | Loans held for sale – fair value option | — | | | 2,130 | | | — | | | 2,130 | | Loans held for sale – fair value option | 0 | | | 5,509 | | | 0 | | | 5,509 | |
| Loans receivable, mortgage warehouse – fair value option | Loans receivable, mortgage warehouse – fair value option | — | | | 2,245,758 | | | — | | | 2,245,758 | | Loans receivable, mortgage warehouse – fair value option | 0 | | | 3,616,432 | | | 0 | | | 3,616,432 | |
| Total assets – recurring fair value measurements | Total assets – recurring fair value measurements | $ | 2,406 | | | $ | 2,848,615 | | | $ | 16,351 | | | $ | 2,867,372 | | Total assets – recurring fair value measurements | $ | 3,854 | | | $ | 4,882,395 | | | $ | 200 | | | $ | 4,886,449 | |
| Liabilities | Liabilities | | | | | | | | Liabilities | | | | | | | |
| Derivatives | Derivatives | $ | — | | | $ | 45,939 | | | $ | — | | | $ | 45,939 | | Derivatives | $ | 0 | | | $ | 98,164 | | | $ | 0 | | | $ | 98,164 | |
| Measured at Fair Value on a Nonrecurring Basis: | Measured at Fair Value on a Nonrecurring Basis: | | | | | | | | Measured at Fair Value on a Nonrecurring Basis: | | | | | | | |
| Assets | Assets | | Assets | |
| Impaired loans, net of specific reserves of $852 | $ | — | | | $ | — | | | $ | 14,272 | | | $ | 14,272 | | |
| | Loans held for sale | | Loans held for sale | $ | 0 | | | $ | 55,683 | | | $ | 0 | | | $ | 55,683 | |
| Collateral-dependent loans | | Collateral-dependent loans | 0 | | | 17,251 | | | 3,867 | | | 21,118 | |
| Other real estate owned | Other real estate owned | — | | | — | | | 78 | | | 78 | | Other real estate owned | 0 | | | 0 | | | 35 | | | 35 | |
| Total assets – nonrecurring fair value measurements | Total assets – nonrecurring fair value measurements | $ | — | | | $ | — | | | $ | 14,350 | | | $ | 14,350 | | Total assets – nonrecurring fair value measurements | $ | 0 | | | $ | 72,934 | | | $ | 3,902 | | | $ | 76,836 | |
The changes in residential mortgage loan commitments (Level 3 assets) measured at fair value on a recurring basis for the three and six months ended June 30,March 31, 2021 and 2020 and 2019 are summarized in the tables below. Additional information about residential mortgage loan commitments can be found in NOTE 1213 - DERIVATIVESDERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES.
| | | Residential Mortgage Loan Commitments | | | Residential Mortgage Loan Commitments |
| | Three Months Ended June 30, | | | Three Months Ended March 31, |
| (amounts in thousands) | (amounts in thousands) | 2020 | | 2019 | (amounts in thousands) | 2021 | | 2020 |
| Balance at March 31 | $ | 215 | | | $ | 77 | | |
| Balance at December 31 | | Balance at December 31 | $ | 200 | | | $ | 79 | |
| Issuances | Issuances | 52 | | | 145 | | Issuances | 196 | | | 215 | |
| Settlements | Settlements | (215) | | | (77) | | Settlements | (200) | | | (79) | |
| Balance at June 30 | $ | 52 | | | $ | 145 | | |
| Balance at March 31 | | Balance at March 31 | $ | 196 | | | $ | 215 | |
| | | | | | | | | | | | | |
| Residential Mortgage Loan Commitments | | | | |
| Six Months Ended June 30, | | | | |
| (amounts in thousands) | 2020 | | 2019 | | |
| | | | | |
| Balance at December 31 | $ | 79 | | | $ | 69 | | | |
| Issuances | 267 | | | 222 | | | |
| Settlements | (294) | | | (146) | | | |
| Balance at June 30 | $ | 52 | | | $ | 145 | | | |
| | | | | |
There were no transfers between levels during the three and six months ended June 30, 2020March 31, 2021 and 2019.2020.
The following table summarizes financial assets and financial liabilities measured at fair value as of June 30, 2020March 31, 2021 and December 31, 20192020 on a recurring and nonrecurring basis for which Customers utilized Level 3 inputs to measure fair value. The unobservable Level 3 inputs noted below contain a level of uncertainty that may differ from what is realized in an immediate settlement of the assets. Therefore, Customers may realize a value higher or lower than the current estimated fair value of the assets. The interest-only GNMA securities are Level 3 assets measured at fair value on a recurring basis under a fair value option election. For the three and six months ended June 30, 2020, cash settlements of $0.9 million and $1.9 million were applied to the carrying value of the interest-only GNMA securities, net of premium amortization expense. At June 30, 2020, Customers used an internally developed discounted cash flow model to value the interest-only GNMA securities. The significant unobservable input used in the discounted cash flow model included prepayment speed. Significant increases (decreases) in this input would result in a significantly lower (higher) fair value measurement.
| | | | | | | | | | | | | | | | | | | | | | | |
| Quantitative Information about Level 3 Fair Value Measurements | | | | | | |
June 30, 2020(amounts in thousands) | Fair Value
Estimate | | Valuation Technique | | Unobservable Input | | Range (Weighted Average) (4) |
(amounts in thousands)March 31, 2021 | | | | | | | |
| | | | | | | |
| Collateral-dependent loans – real estate | $ | 44,2446,778 | | | Collateral appraisal (1)
Business asset valuation (3)
| | Liquidation expenses (2)
Business asset valuation (4)
| | 8% - 10%20% (8%)
11% - 45%
(20%(12%)
|
| | | | | | | |
Collateral-dependent loans – commercial &and industrial | 964553 | | | Collateral appraisal (1)
Business asset valuation (3) | | Liquidation expenses (2)
Business asset valuation adjustments (4) | | 8%7% - 8%
(8%)
8%40% - 45%40%
(25%(40%)
|
Interest-only GNMA securities | 14,396 | | | Discounted cash flow | | Constant prepayment rate | | 4% - 15%
(10%)
| |
| | | | | | | |
| Residential mortgage loan commitments | 52196 | | | Adjusted market bid | | Pull-through rate | | 78%81% - 78%81%
(78%(81%)
|
(1)Obtained from approved independent appraisers. Appraisals are current and in compliance with credit policy. Customers does not generally discount appraisals.
Fair value is also estimated based on sale agreements or letters of intent with third parties.
(2)Appraisals are adjusted by management for liquidation expenses. The range and weighted average of liquidation expense adjustments are presented as a percentage of the appraisal.
(3)Business asset valuation obtained from independent party.
(4)Business asset valuations may be adjusted by management for qualitative factors including economic conditions and the condition of the business assets. The range and weighted average of the business asset adjustments are presented as a percent of the business asset valuation.
| | | | | | | | | | | | | | | | | | | | | | | |
| Quantitative Information about Level 3 Fair Value Measurements | | | | | | |
December 31, 2019(amounts in thousands) | Fair Value
Estimate | | Valuation Technique | | Unobservable Input | | Range (Weighted Average) (4) |
(amounts in thousands)December 31, 2020 | | | | | | | |
ImpairedCollateral-dependent loans – real estate | $ | 12,7672,928 | | | Collateral appraisal (1)
Business asset valuation (3)
| | Liquidation expenses (2)
Business asset valuation (4)
| | 8% - 10%8% (8%)
34% - 45%
(37%)
|
ImpairedCollateral-dependent loans – commercial &and industrial | 1,505939 | | | Collateral appraisal (1)
Business asset valuation (3) | |
Liquidation expenses (2)
Business asset valuation adjustments (4) | | 8%7% - 8%
(8%)
8%60% - 50%60%
(22%(60%)
|
Interest-only GNMA securities | 16,272 | | | Discounted cash flow | | Constant prepayment rate | | 9% - 14%
12%
| |
| Other real estate owned | 7835 | | | Collateral appraisal (1) | | Liquidation expenses (2) | | 8% - 9% (9%) |
| Residential mortgage loan commitments | 79200 | | | Adjusted market bid | | Pull-through rate | | 85%78% - 85%78%
(85%(78%)
|
(1)Obtained from approved independent appraisers. Appraisals are current and in compliance with credit policy. Customers does not generally discount appraisals.
(2)Appraisals are adjusted by management for liquidation expenses. The range and weighted average of liquidation expense adjustments are presented as a percentage of the appraisal.
(3)Business asset valuation obtained from independent party.
(4)Business asset valuations may be adjusted by management for qualitative factors including economic conditions and the condition of the business assets. The range and weighted average of the business asset adjustments are presented as a percent of the business asset valuation.
NOTE 1213 — DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
Risk Management Objectives of Using Derivatives
Customers is exposed to certain risks arising from both its business operations and economic conditions. Customers manages economic risks, including interest rate, liquidity and credit risk, primarily by managing the amount, sources, and durations of its assets and liabilities. Specifically, Customers enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the values of which are determined by interest rates. Customers’ derivative financial instruments are used to manage differences in the amount, timing, and duration of Customers’ known or expected cash receipts and its known or expected cash payments principally related to certain borrowings and deposits. Customers also has interest-rate derivatives resulting from a service provided to certain qualifying customers, and therefore, they are not used to manage Customers’ interest-rate risk in assets or liabilities. Customers manages a matched book with respect to its derivative instruments used in this customer service in order to minimize its net risk exposure resulting from such transactions.
Cash Flow Hedges of Interest-Rate Risk
Customers’ objectives in using interest-rate derivatives are to add stability to interest expense and to manage exposure to interest rate movements. To accomplish this objective, Customers primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for Customers making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.
The changes in the fair value of derivatives designated and qualifying as cash flow hedges are recorded in accumulated other comprehensive income (loss) and subsequently reclassified into earnings in the period that the hedged item affects earnings. To date, such derivatives were used to hedge the variable cash flows associated with the forecasted issuances of debt and a certain variable-rate deposit relationship. At December 31, 2020, Customers had 5 outstanding interest rate derivatives with notional amounts totaling $1.1 billion that were designated as cash flow hedges of interest rate risk.
Customers discontinues cash flow hedge accounting if it is probable the forecasted hedged transactions will not occur in the initially identified time period. At such time, the associated gains and losses deferred in accumulated other comprehensive income (loss) are reclassified immediately into earnings and any subsequent changes in the fair value of such derivatives are recognized directly in earnings. In March 2021, Customers terminated 4 interest rate derivatives with notional amounts totaling $850 million that were designated as cash flow hedges of interest-rate risk associated with 3-month FHLB advances, and reclassified $25.9 million of the realized losses and accrued interest from AOCI to current earnings because the hedged forecasted transactions were determined to be no longer probable of occurring.
$225.0 million that was designated as cash flow hedge of interest rate risk. Customers is hedging its exposure to the variability in future cash flows for a variable-rate deposit relationship over a maximum period of 24 months (excluding forecasted transactions related to the payment of variable interest on existing financial instruments). The outstanding cash flow hedge at March 31, 2021 expires in June 2021. Amounts reported in accumulated other comprehensive income (loss) related to derivatives will be reclassified to interest expense as interest payments are made on Customers' variable-rate debt and a variable-rate deposit relationship. Customers expects to reclassify $16.8$1.1 million of losses from accumulated other comprehensive income (loss) to interest expense during the next 12 months.
Fair Value Hedges of Benchmark Interest-Rate Risk
Customers is hedgingexposed to changes in the fair value of certain of its fixed rate AFS debt securities due to changes in the benchmark interest rate. Customers uses interest rate swaps to manage its exposure to changes in fair value on these instruments attributable to changes in the variability in future cash flows for forecasted transactions (3-month FHLB advances and federal funds purchased) and a variable-rate deposit relationship over a maximum period of 70 months (excluding forecasted transactions related todesignated benchmark interest rate such as the Fed Funds Effective Swap Rate. Interest rate swaps designated as fair value hedges involve the payment of variablefixed-rate amounts to a counterparty in exchange for Customers receiving variable-rate payments over the life of the agreements without the exchange of the underlying notional amount. For derivatives designated and that qualify as fair value hedges, the gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in interest on existing financial instruments).income.
At June 30, 2020,March 31, 2021, Customers had 517 outstanding interest rate derivatives with notional amounts totaling $1.1 billion$85.5 million that were designated as cash flowfair value hedges of interest-rate risk.certain available for sale debt securities. In March 2021, Customers terminated 7 interest rate derivatives with notional amounts totaling $186.8 million that were designated as fair value hedges together with the sale of hedged available for sale debt securities. At December 31, 2019,2020, Customers had 424 outstanding interest rate derivatives with notional amounts totaling $725.0$272.3 million that were designated as cash flow hedgesfair value hedges.
As of interest rate-risk. The outstanding cash flow hedges at June 30, 2020 expire between JuneMarch 31, 2021, and May 2026.the following amounts were recorded on the consolidated balance sheet related to cumulative basis adjustments for fair value hedges.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Amortized Cost | | Cumulative Amount of Fair Value Hedging Adjustment to Hedged Items |
| (amounts in thousands) | | March 31, | | December 31, | | March 31, | | December 31, |
| | 2021 | | 2020 | | 2021 | | 2020 |
| Available for sale debt securities | | $ | 85,500 | | | $ | 272,159 | | | $ | 976 | | | $ | 741 | |
Derivatives Not Designated as Hedging Instruments
Customers executes interest rate swaps (typically the loan customers will swap a floating-rate loan for a fixed-rate loan) and interest rate caps with commercial banking customers to facilitate their respective risk management strategies. The customer interest rate swaps and interest rate caps are simultaneously offset by interest rate swaps and interest rate caps that Customers executes with a third party in order to minimize interest-rate risk exposure resulting from such transactions. As the interest rate swaps and interest rate caps associated with this program do not meet the hedge accounting requirements, changes in the fair value of both the customer swaps and caps and the offsetting third-party market swaps and caps are recognized directly in earnings. At June 30, 2020,March 31, 2021, Customers had 158161 interest rate swaps with an aggregate notional amount of $1.6$1.5 billion and 412 interest rate caps with an aggregated notional amount of $76.6$206.1 million related to this program. At December 31, 2019,2020, Customers had 140155 interest rate swaps with an aggregate notional amount of $1.4 billion and 412 interest rate caps with an aggregate notional amount of $78.6$204.9 million related to this program.
Customers enters into residential mortgage loan commitments in connection with its consumer mortgage banking activities to fund mortgage loans at specified rates and times in the future. These commitments are short-term in nature and generally expire in 30 to 60 days. The residential mortgage loan commitments that relate to the origination of mortgage loans that will be held for sale are considered derivative instruments under applicable accounting guidance and are reported at fair value, with changes in fair value recorded directly in earnings. At June 30, 2020March 31, 2021 and December 31, 2019,2020, Customers had an outstanding notional balance of residential mortgage loan commitments of $3.6$8.8 million and $4.5$11.9 million, respectively.
Customers has also purchased and sold credit derivatives to either hedge or participate in the performance risk associated with some of its counterparties. These derivatives are not designated as hedging instruments and are reported at fair value, with changes in fair value reported directly in earnings. At June 30, 2020March 31, 2021 and December 31, 2019,2020, Customers had outstanding notional balances of credit derivatives of $171.3$173.6 million and $167.1$177.2 million, respectively.
Fair Value of Derivative Instruments on the Balance Sheet
The following tables present the fair value of Customers' derivative financial instruments as well as their presentation on the balance sheet as of June 30, 2020March 31, 2021 and December 31, 2019.2020.
| | | | | June 30, 2020 | | | | March 31, 2021 |
| | | | Derivative Assets | | | Derivative Liabilities | | | | Derivative Assets | | Derivative Liabilities |
| (amounts in thousands) | (amounts in thousands) | | Balance Sheet Location | | Fair Value | | Balance Sheet Location | | Fair Value | (amounts in thousands) | | Balance Sheet Location | | Fair Value | | Balance Sheet Location | | Fair Value |
| Derivatives designated as cash flow hedges: | Derivatives designated as cash flow hedges: | | | | | | | | | Derivatives designated as cash flow hedges: | | | | | | | | |
| Interest rate swaps | | Interest rate swaps | | Other assets | | $ | 0 | | | Other liabilities | | $ | 1,034 | |
| Total | | Total | | $ | 0 | | | $ | 1,034 | |
| Derivatives designated as fair value hedges: | | Derivatives designated as fair value hedges: | | | | |
| Interest rate swaps | Interest rate swaps | | Other assets | | $ | — | | | Other liabilities | | $ | 51,589 | | Interest rate swaps | | Other assets | | $ | 976 | | | Other liabilities | | $ | 0 | |
| Total | Total | | $ | — | | | $ | 51,589 | | Total | | $ | 976 | | | $ | 0 | |
| Derivatives not designated as hedging instruments: | Derivatives not designated as hedging instruments: | | | | | Derivatives not designated as hedging instruments: | | | | |
| Interest rate swaps | Interest rate swaps | | Other assets | | $ | 63,224 | | | Other liabilities | | $ | 73,067 | | Interest rate swaps | | Other assets | | $ | 34,962 | | | Other liabilities | | $ | 36,154 | |
| Interest rate caps | Interest rate caps | | Other assets | | 18 | | | Other liabilities | | 18 | | Interest rate caps | | Other assets | | 166 | | | Other liabilities | | 166 | |
| Credit contracts | Credit contracts | | Other assets | | 1,833 | | | Other liabilities | | 630 | | Credit contracts | | Other assets | | 202 | | | Other liabilities | | 182 | |
| Residential mortgage loan commitments | Residential mortgage loan commitments | | Other assets | | 52 | | | Other liabilities | | — | | Residential mortgage loan commitments | | Other assets | | 196 | | | Other liabilities | | 0 | |
| Total | Total | | $ | 65,127 | | | $ | 73,715 | | Total | | $ | 35,526 | | | $ | 36,502 | |
| | | December 31, 2019 | | | December 31, 2020 |
| | Derivative Assets | | | Derivative Liabilities | | | Derivative Assets | | Derivative Liabilities |
| (amounts in thousands) | (amounts in thousands) | | Balance Sheet Location | | Fair Value | | Balance Sheet Location | | Fair Value | (amounts in thousands) | | Balance Sheet Location | | Fair Value | | Balance Sheet Location | | Fair Value |
| Derivatives designated as cash flow hedges: | Derivatives designated as cash flow hedges: | | | | | | | | | Derivatives designated as cash flow hedges: | | | | | | | | |
| Interest rate swaps | | Interest rate swaps | | Other assets | | $ | 196 | | | Other liabilities | | $ | 40,765 | |
| Total | | Total | | $ | 196 | | | $ | 40,765 | |
| Derivatives designated as fair value hedges: | | Derivatives designated as fair value hedges: | | | | |
| Interest rate swaps | Interest rate swaps | | Other assets | | $ | — | | | Other liabilities | | $ | 21,374 | | Interest rate swaps | | Other assets | | $ | 0 | | | Other liabilities | | $ | 741 | |
| Total | Total | | $ | — | | | $ | 21,374 | | Total | | $ | 0 | | | $ | 741 | |
| Derivatives not designated as hedging instruments: | Derivatives not designated as hedging instruments: | | | | | Derivatives not designated as hedging instruments: | | | | |
| Interest rate swaps | Interest rate swaps | | Other assets | | $ | 23,301 | | | Other liabilities | | $ | 24,797 | | Interest rate swaps | | Other assets | | $ | 53,455 | | | Other liabilities | | $ | 56,209 | |
| Interest rate caps | Interest rate caps | | Other assets | | 9 | | | Other liabilities | | 9 | | Interest rate caps | | Other assets | | 46 | | | Other liabilities | | 46 | |
| Credit contracts | Credit contracts | | Other assets | | 219 | | | Other liabilities | | (241) | | Credit contracts | | Other assets | | 326 | | | Other liabilities | | 403 | |
| Residential mortgage loan commitments | Residential mortgage loan commitments | | Other assets | | 79 | | | Other liabilities | | — | | Residential mortgage loan commitments | | Other assets | | 200 | | | Other liabilities | | 0 | |
| Total | Total | | $ | 23,608 | | | $ | 24,565 | | Total | | $ | 54,027 | | | $ | 56,658 | |
Effect of Derivative Instruments on Net Income
The following tables present amounts included in the consolidated statements of income related to derivatives designated as fair value hedges and derivatives not designated as hedges for the three and six months ended June 30, 2020March 31, 2021 and 2019.2020.
| | | Amount of Income (Loss) Recognized in Earnings | | | Amount of Income (Loss) Recognized in Earnings |
| | Three Months Ended June 30, | | | Six Months Ended June 30, | | | Three Months Ended March 31, | |
| (amounts in thousands) | (amounts in thousands) | Income Statement Location | | 2020 | | 2019 | | 2020 | | 2019 | (amounts in thousands) | Income Statement Location | | 2021 | | 2020 | |
| Derivatives designated as fair value hedges: | | Derivatives designated as fair value hedges: | | | | | |
| Recognized on interest rate swaps | | Recognized on interest rate swaps | Net interest income | | $ | 4,907 | | | $ | 0 | | |
| Recognized on hedged available for sale debt securities | | Recognized on hedged available for sale debt securities | Net interest income | | (4,907) | | | 0 | | |
| Total | | Total | | $ | 0 | | | $ | 0 | | |
| Derivatives not designated as hedging instruments: | Derivatives not designated as hedging instruments: | | | | | | | | | | Derivatives not designated as hedging instruments: | | | | | |
| Interest rate swaps | Interest rate swaps | Other non-interest income | | $ | (5,563) | | | $ | 386 | | | $ | (6,578) | | | $ | 98 | | Interest rate swaps | Other non-interest income | | $ | 2,399 | | | $ | (1,015) | | |
| Interest rate caps | Interest rate caps | Other non-interest income | | — | | | — | | | — | | | — | | Interest rate caps | Other non-interest income | | 0 | | | 0 | | |
| Credit contracts | Credit contracts | Other non-interest income | | 1,405 | | | 41 | | | 1,274 | | | 144 | | Credit contracts | Other non-interest income | | 137 | | | (132) | | |
| Residential mortgage loan commitments | Residential mortgage loan commitments | Mortgage banking income | | (164) | | | 68 | | | (27) | | | 76 | | Residential mortgage loan commitments | Mortgage banking income | | (4) | | | 137 | | |
| Total | Total | | $ | (4,322) | | | $ | 495 | | | $ | (5,331) | | | $ | 318 | | Total | | $ | 2,532 | | | $ | (1,010) | | |
Effect of Derivative Instruments on Comprehensive Income
The following table presents the effect of Customers' derivative financial instruments on comprehensive income for the three and six months ended June 30, 2020March 31, 2021 and 2019.2020.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Amount of Gain (Loss) Recognized in OCI on Derivatives (1) | | | | Location of Gain (Loss) Reclassified from Accumulated OCI into Income | | Amount of Gain (Loss) Reclassified from Accumulated OCI into Income | | |
| Three Months Ended June 30, | | | | | | Three Months Ended
June 30, | | |
| (amounts in thousands) | 2020 | | 2019 | | | | 2020 | | 2019 |
| Derivatives in cash flow hedging relationships: | | | | | | | | | |
| Interest rate swaps | $ | (4,685) | | | $ | (10,435) | | | Interest expense | | $ | (2,718) | | | $ | (4) | |
| | | | Amount of Gain (Loss) Recognized in OCI on Derivatives (1) | | | Location of Gain (Loss) Reclassified from Accumulated OCI into Income | | | Amount of Gain (Loss) Reclassified from Accumulated OCI into Income | | | Amount of Gain (Loss) Recognized in OCI on Derivatives (1) | | Location of Gain (Loss) Reclassified from Accumulated OCI into Income | | Amount of Gain (Loss) Reclassified from Accumulated OCI into Income |
| | | Six Months Ended June 30, | | | | | | Six Months Ended
June 30, | | | Three Months Ended March 31, | | | | Three Months Ended
March 31, |
| (amounts in thousands) | (amounts in thousands) | | 2020 | | 2019 | | | 2020 | | 2019 | (amounts in thousands) | 2021 | | 2020 | | 2021 | | 2020 |
| Derivatives in cash flow hedging relationships: | Derivatives in cash flow hedging relationships: | | | | | | | | | | Derivatives in cash flow hedging relationships: | | | | | | | |
| Interest rate swaps | Interest rate swaps | | $ | (25,031) | | | $ | (15,570) | | | Interest expense | | | $ | (4,196) | | | $ | 409 | | Interest rate swaps | $ | 9,113 | | | $ | (20,346) | | | Interest expense | | $ | (1,459) | | | $ | (1,478) | |
| | | 0 | | | 0 | | | Other non-interest income | | (24,467) | | | 0 | |
| Total | | Total | $ | 9,113 | | | $ | (20,346) | | | $ | (25,926) | | | $ | (1,478) | |
(1) Amounts presented are net of taxes. See NOTE 45 - CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) for the total effect on other comprehensive income (loss) from derivatives designated as cash flow hedges for the periods presented.
Credit-risk-related Contingent Features
By entering into derivative contracts, Customers is exposed to credit risk. The credit risk associated with derivatives executed with customers is the same as that involved in extending the related loans and is subject to the same standard credit policies. To mitigate the credit-risk exposure to major derivative dealer counterparties, Customers only enters into agreements with those counterparties that maintain credit ratings of high quality.quality or with central clearing parties.
Agreements with major derivative dealer counterparties contain provisions whereby default on any of Customers' indebtedness would be considered a default on its derivative obligations. Customers also has entered into agreements that contain provisions under which the counterparty could require Customers to settle its obligations if Customers fails to maintain its status as a well/adequately capitalized institution. As of June 30, 2020,March 31, 2021, the fair value of derivatives in a net liability position (which includes accrued interest but excludes any adjustment for nonperformance-risk) related to these agreements was $127.7$36.4 million. In addition, Customers, which has collateral posting thresholds with certain of these counterparties, had posted $124.6$35.0 million of cash as collateral at June 30, 2020.March 31, 2021. Customers records cash posted as collateral with these counterparties, except with a central clearing party, as a reduction in the outstanding balance of cash and cash equivalents and an increase in the balance of other assets.
Disclosures about Offsetting Assets and Liabilities
The following tables present derivative instruments that are subject to enforceable master netting arrangements. Customers' interest rate swaps and interest rate caps with institutional counterparties are subject to master netting arrangements and are included in the table below. Interest rate swaps and interest rate caps with commercial banking customers and residential mortgage loan commitments are not subject to master netting arrangements and are excluded from the table below. Customers has not made a policy election to offset its derivative positions.
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| | Gross Amounts Recognized on the Consolidated Balance Sheets | | | | | | Gross Amounts Not Offset in the Consolidated Balance Sheet | | | | |
| (amounts in thousands) | | | | | | | Financial Instruments | | Cash Collateral Received/(Posted) | | Net Amount |
| June 30, 2020 | | | | | | | | | | | |
| Interest rate derivative assets with institutional counterparties | $ | — | | | | | | | $ | — | | | $ | — | | | $ | — | |
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| Interest rate derivative liabilities with institutional counterparties | $ | 124,561 | | | | | | | $ | — | | | $ | (124,561) | | | $ | — | |
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| | Gross Amounts Recognized on the Consolidated Balance Sheets | | | | | | Gross Amounts Not Offset in the Consolidated Balance Sheet | | |
| (amounts in thousands) | Financial Instruments | | Cash Collateral Received/(Posted) | | Net Amount |
| March 31, 2021 | | | | | | | | | | | |
| Interest rate derivative assets with institutional counterparties | $ | 98 | | | | | | | $ | 0 | | | $ | 0 | | | $ | 98 | |
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| Interest rate derivative liabilities with institutional counterparties | $ | 35,017 | | | | | | | $ | 0 | | | $ | (35,017) | | | $ | 0 | |
| | | | Gross Amounts Recognized on the Consolidated Balance Sheets | | | Gross Amounts Not Offset in the Consolidated Balance Sheet | | | | Gross Amounts Recognized on the Consolidated Balance Sheets | | | Gross Amounts Not Offset in the Consolidated Balance Sheet | |
| (amounts in thousands) | (amounts in thousands) | | Financial Instruments | | Cash Collateral Received/(Posted) | | Net Amount | (amounts in thousands) | Financial Instruments | | Cash Collateral Received/(Posted) | | Net Amount |
| December 31, 2019 | | | | | | | | | |
| December 31, 2020 | | December 31, 2020 | | | | | | | | |
| Interest rate derivative assets with institutional counterparties | Interest rate derivative assets with institutional counterparties | $ | 432 | | | | $ | — | | | $ | — | | | $ | 432 | | Interest rate derivative assets with institutional counterparties | $ | 199 | | | | $ | 0 | | | $ | 0 | | | $ | 199 | |
| | Interest rate derivative liabilities with institutional counterparties | Interest rate derivative liabilities with institutional counterparties | $ | 45,727 | | | | $ | — | | | $ | (45,727) | | | $ | — | | Interest rate derivative liabilities with institutional counterparties | $ | 97,641 | | | | $ | 0 | | | $ | (97,641) | | | $ | 0 | |
NOTE 13 — BUSINESS SEGMENTS
Customers’ segment financial reporting reflects the manner in which its chief operating decision makers allocate resources and assess performance. Management has determined that Customers’ operations consist of 2 reportable segments - Customers Bank Business Banking and BankMobile. Each segment generates revenues, manages risk, and offers distinct products and services to targeted customers through different delivery channels. The strategy, marketing and analysis of these segments vary considerably.
The Customers Bank Business Banking segment is delivered predominately to commercial customers in Southeastern Pennsylvania, New York, New Jersey, Massachusetts, Rhode Island, New Hampshire, Washington, D.C., and Illinois through a single-point-of-contact business model and provides liquidity to residential mortgage originators nationwide through commercial loans to mortgage companies. Lending and deposit gathering activities are focused primarily on privately held businesses, high-net-worth families, selected commercial real estate lending, commercial mortgage companies, and equipment finance. Revenues are generated primarily through net interest income (the difference between interest earned on loans and leases, investments, and other interest earning assets and interest paid on deposits and other borrowed funds) and other non-interest income, such as mortgage warehouse transactional fees and BOLI.
The BankMobile segment provides state-of-the-art high-tech digital banking and disbursement services to consumers, students, and the "under banked" nationwide, along with "Banking as a Service" offerings with white label partners. BankMobile is a full-service fintech banking platform that is accessible to customers anywhere and anytime through the customer's smartphone or other web-enabled device. Revenues are currently being generated primarily through interest income on other consumer loans, interchange and card revenue, deposit and wire transfer fees and university fees. The majority of expenses for BankMobile are related to the segment's operation of the ongoing business acquired through the Disbursement business acquisition and costs associated with the development of white label products for its partner.
The following tables present the operating results for Customers' reportable business segments for the three and six months ended June 30, 2020 and 2019. The segment financial results include directly attributable revenues and expenses. Consistent with the presentation of segment results to Customers' chief operating decision makers, overhead costs and preferred stock dividends are assigned to the Customers Bank Business Banking segment. The tax benefit assigned to BankMobile was based on an estimated effective tax rate of 23.20% for 2020 and 23.15% for 2019, respectively.
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| Three Months Ended June 30, 2020 | | | | | | Three Months Ended June 30, 2019 | | | | |
| (amounts in thousands) | Customers Bank Business Banking | | BankMobile | | Consolidated | | Customers Bank Business Banking | | BankMobile | | Consolidated |
Interest income (1) | $ | 112,455 | | | $ | 12,763 | |
| $ | 125,218 | | | $ | 103,014 | | | $ | 8,936 | | | $ | 111,950 | |
| Interest expense | 32,856 | | | 380 | | | 33,236 | | | 47,061 | | | 210 | | | 47,271 | |
| Net interest income | 79,599 | | | 12,383 | | | 91,982 | | | 55,953 | | | 8,726 | | | 64,679 | |
| Provision for credit losses on loans and leases | 19,623 | | | 1,323 | | | 20,946 | | | (2,206) | | | 7,552 | | | 5,346 | |
| Non-interest income | 11,683 | | | 10,553 | | | 22,236 | | | 970 | | | 11,066 | | | 12,036 | |
| Non-interest expense | 44,270 | | | 19,236 | | | 63,506 | | | 38,107 | | | 21,475 | | | 59,582 | |
| Income (loss) before income tax expense (benefit) | 27,389 | | | 2,377 | | | 29,766 | | | 21,022 | | | (9,235) | | | 11,787 | |
| Income tax expense (benefit) | 6,611 | | | 437 | | | 7,048 | | | 4,629 | | | (2,138) | | | 2,491 | |
| Net income (loss) | 20,778 | | | 1,940 | | | 22,718 | | | 16,393 | | | (7,097) | | | 9,296 | |
| Preferred stock dividends | 3,581 | | | — | | | 3,581 | | | 3,615 | | | — | | | 3,615 | |
| Net income (loss) available to common shareholders | $ | 17,197 | | | $ | 1,940 | | | $ | 19,137 | | | $ | 12,778 | | | $ | (7,097) | | | $ | 5,681 | |
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(1) Amounts reported include funds transfer pricing of $1.6 million and $2.2 million, for the three months ended June 30, 2020 and 2019, respectively, credited to BankMobile for the value provided to the Customers Bank Business Banking segment for the use of excess low/no cost deposits.
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| Six Months Ended June 30, 2020 | | | | | | Six Months Ended June 30, 2019 | | | | |
| (amounts in thousands) | Customers Bank Business Banking | | BankMobile | | Consolidated | | Customers Bank Business Banking | | BankMobile | | Consolidated |
Interest income (1) | $ | 225,171 | | | $ | 25,390 | | | $ | 250,561 | | | $ | 195,885 | | | $ | 17,140 | | | $ | 213,025 | |
| Interest expense | 76,533 | | | 726 | | | 77,259 | | | 88,666 | | | 376 | | | 89,042 | |
| Net interest income | 148,638 | | | 24,664 | | | 173,302 | | | 107,219 | | | 16,764 | | | 123,983 | |
| Provision for credit losses on loans and leases | 46,921 | | | 5,811 | | | 52,732 | | | 770 | | | 9,343 | | | 10,113 | |
| Non-interest income | 22,819 | | | 21,348 | | | 44,167 | | | 8,547 | | | 23,207 | | | 31,754 | |
| Non-interest expense | 88,130 | | | 41,835 | | | 129,965 | | | 73,491 | | | 40,075 | | | 113,566 | |
| Income (loss) before income tax expense (benefit) | 36,406 | | | (1,634) | | | 34,772 | | | 41,505 | | | (9,447) | | | 32,058 | |
| Income tax expense (benefit) | 9,334 | | | (379) | | | 8,955 | | | 9,510 | | | (2,187) | | | 7,323 | |
| Net income (loss) | 27,072 | | | (1,255) | | | 25,817 | | | 31,995 | | | (7,260) | | | 24,735 | |
| Preferred stock dividends | 7,196 | | | — | | | 7,196 | | | 7,229 | | | — | | | 7,229 | |
| Net income (loss) available to common shareholders | $ | 19,876 | | | $ | (1,255) | | | $ | 18,621 | | | $ | 24,766 | | | $ | (7,260) | | | $ | 17,506 | |
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| As of June 30, 2020 and 2019 | | | | | | | | | | | |
| Goodwill and other intangibles | $ | 3,629 | | | $ | 10,946 | | | $ | 14,575 | | | $ | 3,629 | | | $ | 12,218 | | | $ | 15,847 | |
Total assets (2) | $ | 17,316,394 | | | $ | 586,724 | | | $ | 17,903,118 | | | $ | 10,555,141 | | | $ | 627,286 | | | $ | 11,182,427 | |
| Total deposits | $ | 10,303,112 | | | $ | 662,763 | | | $ | 10,965,875 | | | $ | 7,729,580 | | | $ | 456,197 | | | $ | 8,185,777 | |
Total non-deposit liabilities (2) | $ | 5,895,690 | | | $ | 33,706 | | | $ | 5,929,396 | | | $ | 1,970,391 | | | $ | 34,854 | | | $ | 2,005,245 | |
(1) Amounts reported include funds transfer pricing of $3.1 million and $7.8 million, for the six months ended June 30, 2020 and 2019, respectively, credited to BankMobile for the value provided to the Customers Bank Business Banking segment for the use of excess low/no cost deposits.
(2) Amounts reported exclude inter-segment receivables/payables.
NOTE 14 - NON-INTEREST REVENUES
Customers' revenue from contracts with customers in scope of ASC 606 is recognized within non-interest income.
The following table presents Customers' non-interest revenues affected by ASC 606 by business segment for the three and six months ended June 30, 2020 and 2019:
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| Three Months Ended June 30, 2020 | | | | | | Three Months Ended June 30, 2019 | | | | |
| (amounts in thousands) | Customers Bank Business Banking | | BankMobile | | Consolidated | | Customers Bank Business Banking | | BankMobile | | Consolidated |
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| Revenue from contracts with customers: | | | | | | | | | | | |
| Revenue recognized at point in time: | | | | | | | | | | | |
| Interchange and card revenue | $ | 193 | | | $ | 6,285 | | | $ | 6,478 | | | $ | 219 | | | $ | 6,541 | | | $ | 6,760 | |
| Deposit fees | 502 | | | 2,819 | | | 3,321 | | | 433 | | | 2,915 | | | 3,348 | |
| University fees - card and disbursement fees | — | | | 389 | | | 389 | | | — | | | 167 | | | 167 | |
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| Total revenue recognized at point in time | 695 | | | 9,493 | | | 10,188 | | | 652 | | | 9,623 | | | 10,275 | |
| Revenue recognized over time: | | | | | | | | | | | |
| University fees - subscription revenue | — | | | 1,007 | | | 1,007 | | | — | | | 968 | | | 968 | |
| Total revenue recognized over time | — | | | 1,007 | | | 1,007 | | | — | | | 968 | | | 968 | |
| Total revenue from contracts with customers | $ | 695 | | | $ | 10,500 | | | $ | 11,195 | | | $ | 652 | | | $ | 10,591 | | | $ | 11,243 | |
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| Six Months Ended June 30, 2020 | | | | | | Six Months Ended June 30, 2019 | | | | |
| (amounts in thousands) | Customers Bank Business Banking | | BankMobile | | Consolidated | | Customers Bank Business Banking | | BankMobile | | Consolidated |
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| Revenue from contracts with customers: | | | | | | | | | | | |
| Revenue recognized at point in time: | | | | | | | | | | | |
| Interchange and card revenue | $ | 463 | | | $ | 12,824 | | | $ | 13,287 | | | $ | 398 | | | $ | 15,167 | | | $ | 15,565 | |
| Deposit fees | 1,054 | | | 5,728 | | | 6,782 | | | 733 | | | 4,824 | | | 5,557 | |
| University fees - card and disbursement fees | — | | | 681 | | | 681 | | | — | | | 522 | | | 522 | |
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| Total revenue recognized at point in time | 1,517 | | | 19,233 | | | 20,750 | | | 1,131 | | | 20,513 | | | 21,644 | |
| Revenue recognized over time: | | | | | | | | | | | |
| University fees - subscription revenue | — | | | 1,999 | | | 1,999 | | | — | | | 1,947 | | | 1,947 | |
| Total revenue recognized over time | — | | | 1,999 | | | 1,999 | | | — | | | 1,947 | | | 1,947 | |
| Total revenue from contracts with customers | $ | 1,517 | | | $ | 21,232 | | | $ | 22,749 | | | $ | 1,131 | | | $ | 22,460 | | | $ | 23,591 | |
NOTE 15 — LOSS CONTINGENCIES
Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. Management does not believe there are any such matters that will have a material effect on the consolidated financial statements that are not currently accrued for. However, in light of the uncertainties inherent in these matters, it is possible that the ultimate resolution may have a material adverse effect on Customers’ results of operations for a particular period, and future changes in circumstances or additional information could result in accruals or resolution in excess of established accruals, which could adversely affect Customers’ results of operations, potentially materially.
Lifestyle Healthcare Group, Inc. Matter
On January 9, 2017, Lifestyle Healthcare Group, Inc., et al (“Plaintiffs”) filed a Complaint captioned Lifestyle Healthcare Group, Inc.; Fred Rappaport; Victoria Rappaport; Lifestyle Management Group, LLC Trading as Lifestyle Real Estate I, LP; Lifestyle Real Estate I GP, LLC; Daniel Muck; Lifestyle Management Group, LLC; Lifestyle Management Group, LLC Trading as Lifestyle I, LP D/B/A Lifestyle Medspa, Plaintiffs (“Lifestyle Parties”) v. Customers Bank, Robert White; Saldutti Law, LLC a/k/a Saldutti Law Group; Robert L. Saldutti, Esquire; and Michael Fuoco, Civil Action No. 01206, in the First Judicial District of Pennsylvania, Court of Common Pleas of Philadelphia. In this Complaint, the Plaintiffs generally allege wrongful use of civil proceedings and abuse of process in connection with a case filed and later dismissed in federal court, titled, Customers Bank v. Fred Rappaport, et al., U.S.D.C.E.D. Pa., No. 15-6145. On January 30, 2017, Customers Bank filed Preliminary Objections to the Complaint seeking dismissal of Plaintiff’s claims against Customers Bank and Robert White, named as co-defendants.In response to the Preliminary Objections, Lifestyle filed an Amended Complaint against Customers Bank and Robert White. Customers Bank has filed Preliminary Objections to the Second Amended Complaint seeking dismissal of Plaintiff's claim against Customers Bank and Robert White, named as co-defendants. The Court has dismissed certain counts and determined to allow certain other counts to proceed. On September 17, 2020, a Stipulation of Dismissal with Prejudice was filed with the Court as a result of the voluntary resolution of the matter by and between Plaintiffs and defendants, Customers Bank, intends to vigorously defend itself against these allegations but is currently unable to predict the outcome of this lawsuitRobert White and therefore cannot determine the likelihood of loss nor estimate a range of possible loss.Michael Fuoco only.
United States Department of Education Matter
In third quarter 2018, Customers received a Final Program Review Determination ("FPRD") letter dated September 5, 2018 from the DOEED regarding a focused program review of Higher One's/Customers Bank's administration, as a third party servicer, of the programs authorized pursuant to Title IV of the Higher Education Act of 1965. The DOEED program review covered the award years beginning in 2013 through the FPRD issuance date, including the time period when Higher One was acting as the third party servicer prior to Customers' acquisition of the Disbursement business on June 15, 2016. The FPRD determined that, with respect to students enrolled at specified partner institutions, Higher One/Customers did not provide convenient fee-free access to ATMs or bank branch offices in such locations as required by the DOE’sED’s cash management regulations. Those regulations, which were in effect during the period covered by the program review and were revised during that period, seek, among other purposes, to ensure that students can make fee-free cash
withdrawals. The FPRD determined that students incurred prohibited costs in accessing Title IV credit balance funds, and the FPRD classifies those costs as financial liabilities of Customers. The FPRD also requires Customers to take prospective action to increase ATM access for students at certain of its partner institutions. Customers disagreed with the FPRD and appealed the asserted financial liabilities of $6.5 million, and a request for review has been submitted to trigger an administrative process before the DOE’sED’s Office of Hearing and Appeals.
On March 26, 2020, the DOEED and Customers filed a Joint Motion to Dismiss with Prejudice (the "Joint Motion") with the United States Department of Education. The Joint Motion states that the DOEED and Customers reached an agreement that resolves the liabilities at issue in the appeal. The Joint Motion was granted on April 27, 2020. As part of the settlement, the liabilities assessed in the FPRD were reduced to $3.0 million (the "settlement amount"). Customers had previously recorded a liability in the amount of $1.0 million during third quarter 2019 and increased its liability by an additional $1.0 million in first quarter 2020. The remaining $1.0 million is expected to be funded from funds in an escrow account set-up at the time of Customers' acquisition of the Disbursement business from Higher One in 2016.
Bureau of the Fiscal Service Notice of Direct Debit (U.S. Treasury Check Reclamation)
On June 21, 2019, Customers received a Notice of Direct Debit (U.S. Treasury Check Reclamation) from the Bureau of the Fiscal Service (“Reclamation Notice”). The Reclamation Notice represented a demand to Customers for the return of funds on a U.S. Treasury check for approximately $5.4 million. Customers filed a written protest pursuant to Code of Federal Regulations, Title 31, Chapter II, Part 240, which resulted in a suspension of the direct debit by the Bureau of the Fiscal Service. On January 31, 2020, Customers received an Abandonment Notice from the Bureau of Fiscal Service instructing Customers to disregard the Notice of Direct Debit as the Bureau of Fiscal Service would not be seeking reclamation of these funds.
NOTE 16 – SUBSEQUENT EVENTS
On August 6,May 27, 2020, BankMobile Technology,the appointed Chapter 7 Trustee for Specialty’s Café Bakery, Inc. ("BMT"(“Debtor”), filed a subsidiaryvoluntary petition for relief under Chapter 7 of the Bankruptcy Code in the United Stated Bankruptcy Court for the Central District of California. On October 28, 2020, the Trustee, as plaintiff, filed her amended adversary complaint (“Adversary Complaint”) against Customers Bank and Megalith Financial Acquisition Corp. (“MFAC”), a special purpose acquisition company, entered into a definitive merger agreement. BMT is the technology arm of Customers' BankMobile reporting segment. Upon closing of the transaction, the combined company will operate as BM Technologies Inc. (the "Company")SBA seeking to avoid and expects to be listed on the New York Stock Exchange. All BMT serviced deposits and loans will remain at Customers Bank immediately after the closing of the transaction. Upon the closing of the transaction, BM Technologies will be a financial technology company bringing banks and business partners together through its digital banking platform.
Merger Consideration
The aggregate consideration to be paid pursuant to the merger to the Bank will be an amount (the “Merger Consideration”) equal to: (i) $140.0 million minus (ii) $9.3 million (representing a sponsor equity adjustment), plus (or minus, if negative) (iii) BMT’s net working capital less a target net working capital of $10.0 million, minus (iv) the aggregate amount of any outstanding indebtedness of BMT at closing, and minus (v) the amount of any unpaid transaction expenses of BMT, Megalith’s transaction expenses and other liabilities of Megalith due and owing at the closing.
The Merger Consideration will consist of cash and stock. The cash portion of the Merger Consideration (“Cash Consideration”) will be equal to (i) the amount of any proceeds of the PIPE Investment; plus (ii) an amount equal to one-half (1/2) of the difference between the (A) cash and cash equivalents of Megalith, including any funds in the trust account after giving effect to the completion of the redemption of shares of Megalith’s public stockholders (“Redemption”), less (B) a cash reserve to be usedrecover for the benefit of the Company inDebtor’s estate and its creditors the Merger,payment made by the Debtor to Customers Bank in the amount of $10.0$8.1 million (such difference between clause (A)in satisfaction of a Payroll Protection Program loan made by Customers Bank to the Debtor (the “PPP Loan Payment”). The Trustee seeks to avoid and (B)recover the entire PPP Loan Payment from the Bank under the authority provided in 11 U.S.C. §547 and §550, which resulting amount if otherwise negative shall be equaltogether permit a trustee of a bankruptcy debtor to zero, being which resulting amount if otherwise negative shall be equal to zero, beingavoid and recover, for a more equitable distribution among all creditors, certain transfers made within ninety (90) days before the “Remaining Trust Account Amount”); minus (iii) Megalith’s transaction expenses and other liabilities of Megalith due and owing at the closing; plus (iv) the cash and cash equivalents of BMT; minus (v) BMT’s unpaid transaction expenses; minus (vi) a cash reserve in the amount of $5.0 million. The stock portionfiling of the Merger Consideration consists of a number of shares of Megalith’s Class A common stock with an aggregate value (the “Merger Consideration Share Amount”) equalbankruptcy petition. The Bank intends to (a)vigorously defend itself against the Merger Consideration, minus (b) the Cash Consideration, with the Bank receiving a number of shares of Megalith Class A common stock equal to the Merger Consideration Share Amount, divided by $10.38 (the “Per Share Price”).
The Merger Consideration is subject to adjustment after the closing based on confirmed amounts of the net working capital, the outstanding indebtedness of BMT and any unpaid transaction expenses of BMT, as of the closing date. If the adjustment is a negative adjustment in favor of Megalith, the Bank will deliver to Megalith a number of shares of Class A common stock of Megalith with a value equal to the absolute value of the adjustment amount (with each share valued at the Per Share Price). If the adjustment is a positive adjustment in favor of BMT, Megalith will issue to the Bank an additional number of shares of Class A common Stock of Megalith with a value equal to the adjustment amount (with each share valued at the Per Share Price). The Merger Consideration is also subject to reduction for the indemnification obligations of the Bank.
Certain Relationships
Mr. Jay Sidhu, who currently serves as Chief Executive Officer and Chairman of the Board of Customers Bancorp and Executive Chairman of the Bank, also serves as Executive Chairman of Megalith, is one of the managing members of Megalith’s sponsorTrustee’s Adversary Complaint and is currently unable to reasonably determine the likelihood of loss nor estimate a Megalith stockholder. Mr. Bhanu Choudhrie, who currently serves as a memberpossible range of the board of directors of Customers Bancorp and the Bank also serves as a director of Megalith, is one of the managing members of Megalith’s sponsor and is a Megalith stockholder. Mr. Samvir Sidhu, the son of Jay Sidhu, currently serves as the Bank’s Vice Chairman and Chief Operating Officer and as Customers Bancorp’s Head of Corporate Development, previously served as the Chief Executive Officer of Megalith, currently serves as a director of Megalith and is a Megalith stockholder. Ms. Luvleen Sidhu, the daughter of Jay Sidhu, currently serves as the Chief Executive Officer and as a director of BMT and is expected to continue to serve in those roles with the Company. Certain of these individuals also expect to participate in the private placement by Megalith of shares of its Class A common stock to be completed in connection with the closing.loss.
In light of these relationships, Customers Bancorp appointed a special committee consisting of independent directors with their own counsel and financial advisors. The special committee reviewed the transaction, obtained a fairness opinion in connection with the transaction, and made a unanimous recommendation to Customers Bancorp’s board of directors for approval. Customers Bancorp’s board of directors approved the transaction by a majority vote, with the above-mentioned directors recusing themselves from the deliberation and voting process and no director voting against the transaction.
The business combination is expected to close in the fourth quarter 2020, pending MFAC stockholder approval, regulatory approval and the satisfaction or waiver of additional conditions to closing.
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.Operations
Cautionary Note Regarding Forward-Looking Statements
This report and all attachments hereto, as well as other written or oral communications made from time to time by us, may contain forward-looking information within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements with respect to Customers Bancorp, Inc.’s strategies, goals, beliefs, expectations, estimates, intentions, capital raising efforts, financial condition and results of operations, future performance and business. Statements preceded by, followed by, or that include the words ”may,“may,” ”could,“could,” ”should,“should,” ”pro“pro forma,” ”looking“looking forward,” ”would,“would,” ”believe,“believe,” ”expect,“expect,” ”anticipate,“anticipate,” ”estimate,“estimate,” ”intend,“intend,” ”plan,“plan,” or similar expressions generally indicate a forward-looking statement. These forward-looking statements involve risks and uncertainties that are subject to change based on various important factors (some of which, in whole or in part, are beyond Customers Bancorp, Inc.’s control). Numerous competitive, economic, regulatory, legal and technological events and factors, among others, could cause Customers Bancorp, Inc.’s financial performance to differ materially from the goals, plans, objectives, intentions and expectations expressed in such forward-looking statements, including: the adverse impact on the U.S. economy, including the markets in which we operate, of the coronavirus outbreak, and the impact of a slowing U.S. economy and increased unemployment on the performance of our loan and lease portfolio, the market value of our investment securities, the demand for our products and services and the availability of sources of funding; the effects of actions by the federal government, including the Board of Governors of the Federal Reserve System and other government agencies, that affect market interest rates and the money supply; actions that we and our customers take in response to these developments and the effects such actions have on our operations, products, services and customer relationships; the effects of changes in accounting standards or policies, including Accounting Standards Update (ASU)ASU 2016-13, Financial Instruments—Credit Losses (CECL) and matters relating to the announced merger of BankMobile Technologies, Inc. (“BMT”), including the possibility of events, changes or other circumstances occurring or existing that could result in the planned merger of BMT not being completed, the possibility that the planned merger of BMT may be more expensive to complete than anticipated, the risks associated with Customers' significant ownership of BM Technologies, Inc. common stock and BM Technologies, Inc.'s ability to service its debt following completion of the merger, the possibility that the expected benefits to Customers and our shareholders of the planned merger may not be achieved, the possibility of Customers incurring liabilities relating to the disposition of BMT, the costs of providing certain ongoing services to BM Technologies following completion of the merger, including the time commitment of Customers' management and other personnel in providing such services, or the possible effects on Customers' results of operations if the planned merger of BMT is not completed in a timely fashion or at all.CECL. Customers Bancorp, Inc. cautions that the foregoing factors are not exclusive, and neither such factors nor any such forward-looking statement takes into account the impact of any future events. All forward-looking statements and information set forth herein are based on management’s current beliefs and assumptions as of the date hereof and speak only as of the date they are made. For a more complete discussion of the assumptions, risks and uncertainties related to our business, you are encouraged to review Customers Bancorp, Inc.’s filings with the Securities and Exchange Commission, including its most recent annual
report on Form 10-K for the year ended December 31, 2019,2020, subsequently filed quarterly reports on Form 10-Q and current reports on Form 8-K, including any amendments thereto, that update or provide information in addition to the information included in the Form 10-K and Form 10-Q filings, if any. Customers Bancorp, Inc. does not undertake to update any forward-looking statement whether written or oral, that may be made from time to time by Customers Bancorp, Inc. or by or on behalf of Customers Bank, except as may be required under applicable law.
Management’s discussion and analysis represents an overview of the financial condition and results of operations, and highlights the significant changes in the financial condition and results of operations, as presented in the accompanying consolidated financial statements for Customers Bancorp, Inc. (the "Bancorp" or "Customers Bancorp"), a financial holding company, and its wholly owned subsidiaries, including Customers Bank (the "Bank"), collectively referred to as "Customers" herein. This information is intended to facilitate your understanding and assessment of significant changes and trends related to Customers' financial condition and results of operations as of and for the three and six months ended June 30, 2020.March 31, 2021. All quarterly information in this Management’s Discussion and Analysis is unaudited. You should read this section in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Customers' 20192020 Form 10-K.
Overview
Like most financial institutions, Customers derives the majority of its income from interest it receives on its interest-earning assets, such as loans, leases and investments. Customers' primary source of funds for making these loans, leases and investments are its deposits and borrowings, on which it pays interest. Consequently, one of the key measures of Customers' success is the amount of its net interest income, or the difference between the interest income on its interest-earning assets and the interest expense on its interest-bearing liabilities, such as deposits and borrowings. Another key measure is the difference between the interest income generated by interest earning assets and the interest expense on interest-bearing liabilities, relative to the amount of average interest earning assets, which is referred to as net interest margin.
On January 4, 2021, Customers Bancorp completed the previously announced divestiture of BankMobile a divisionTechnologies, Inc., the technology arm of its BankMobile segment, to MFAC Merger Sub Inc., an indirect wholly-owned subsidiary of MFAC, pursuant to an Agreement and Plan of Merger, dated August 6, 2020, by and among MFAC, MFAC Merger Sub Inc., BMT, Customers Bank, derives a majoritythe sole stockholder of BMT, and Customers Bancorp, the parent bank holding company for Customers Bank (as amended on November 2, 2020 and December 8, 2020). In connection with the closing of the divestiture, MFAC changed its revenue fromname to “BM Technologies, Inc.” Following the completion of the divestiture of BMT, BankMobile's serviced deposits and loans and the related net interest income have been combined with Customers’ financial condition and the results of operations as a single reportable segment. BMT's historical financial results for periods prior to the divestiture are reflected in Customers’ consolidated financial statements as discontinued operations. The assets and liabilities of BMT have been presented as "Assets of discontinued operations" and "Liabilities of discontinued operations" on other consumer loans, interchangethe consolidated balance sheet at December 31, 2020. BMT's operating results and card revenueassociated cash flows have been presented as "Discontinued operations" within the accompanying consolidated financial statements and deposit fees.
prior period amounts have been reclassified to conform with the current period presentation. For additional information refer to "NOTE 3 – DISCONTINUED OPERATIONS" to Customers' unaudited consolidated financial statements. There is credit risk inherent in loans and leases requiring Customers to maintain an ACL to absorb credit losses on existing loans and leases that may become uncollectible. Customers maintains this allowance by charging a provision for credit losses on loan and lease losses against its operating earnings. Customers has included a detailed discussion of this process, as well as several tables describing its ACL, in NOTE"NOTE 2 -– SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATIONPRESENTATION" and NOTE 7 -"NOTE 8 – LOANS AND LEASES RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES ON LOANS AND LEASESLEASES" to Customers' unaudited quarterlyconsolidated financial statements.
Impact of COVID-19
In March 2020, the outbreak of COVID-19 was recognized as a pandemic by the World Health Organization. The spread of COVID-19 has created a global public health crisis that has resulted in unprecedented uncertainty, volatility and disruption in financial markets and in governmental, commercial and consumer activity in the United States and globally, including the markets that Customers serves. Governmental responses toduring the pandemic have included orders closing businesses not deemed essential and directing individuals to restrict their movements, observe social distancing and shelter in place. These actions, together with responses to the pandemic by businesses and individuals, have resulted in rapid decreases in commercial and consumer activity, temporary closures of many businesses that have led to a loss of revenues and a rapid increase in unemployment, material decreases in oil and gas prices and in business valuations, disrupted global supply chains, market downturns and volatility, changes in consumer behavior related to pandemic fears, related emergency response legislation and an expectation that Federal Reserve policy will maintain a low interest rate environment for the foreseeable future.
Customers has taken deliberate actions to ensure that it has the necessary balance sheet strength to serve its clients and communities, including increases in liquidity and reserves supported by a strong capital position. Customers' business and consumer customers are experiencing varying degrees of financial distress, which is expected to continue in the coming months. In order to protect the health of its customers and team members, and to comply with applicable government directives, Customers has modified its business practices, including restricting team member travel, directing team members to work from home insofar as is possible and implementing its business continuity plans and protocols to the extent necessary. Customers also has made donations that have resulted in more than $1 million, either directly or indirectly, to communities in its footprint for urgent basic needs and has been re-targeting existing sponsorship and grants to non-profit organizations to support COVID-19 related activities.
On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security ("CARES")CARES Act was signed into law. It contains substantial tax and spending provisions intended to address the impact of the COVID-19 pandemic. The CARES Act includes the SBA Paycheck Protection Program ("PPP"),SBA's PPP, a nearly $350 billion program designed to aid small- and medium-sized businesses through federally guaranteed loans distributed through banks. These loans are intended to guarantee an eight-week or 24-week period of payroll and other costs to help those businesses remain viable and allow their workers to pay their bills. On April 16, 2020, the SBA announced that all available funds had been exhausted and applications were no longer being accepted. As of that date, Customers had obtained approvals for approximately 1,267 clients totaling approximately $385 million in approved PPP loans. On April 22, 2020, an additional $310 billion of funds for the PPP was signed into law. On August 8, 2020, the SBA announced that the PPP was closed and no longer accepting PPP applications from participating lenders. On December 27, 2020, the CAA was signed into law, including Division N, Title III, the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act, which provides $284 billion in additional funding for the SBA's PPP for small businesses affected by the COVID-19 pandemic. The CAA provides small businesses who received an initial PPP loan and experienced a 25% reduction in gross receipts to request a second PPP loan of up to $2.0 million. On January 11, 2021, the SBA reopened the PPP program to small business and non-profit organizations that did not receive a loan through the initial PPP phase. On March 11, 2021, the American Rescue Plan Act of 2021 was enacted expanding eligibility for first and second round of PPP loans and revising the exclusions from payroll costs for purposes of loan forgiveness. The PPP ends on May 31, 2021. As of June 30, 2020,March 31, 2021, Customers has helped thousands of small businesses by originating about $4.8approximately $7.1 billion in PPP loans directly or through fintech partnerships.
In response to the COVID-19 pandemic, Customers has also implemented a short-term loan modification program to provide temporary payment relief to certain of its borrowers who meet the program's qualifications. This program allows for a deferral of payments for a maximum of 90 days at a time. The deferred payments along with interest accrued during the deferral period are due and payable on the maturity date of the existing loan. Through July 24, 2020,As of March 31, 2021, total commercial deferments declined to less than $700$176.1 million, or down to about 8.0%,1.6% of total loans and leases, excluding PPP loans, from a peak of $1.2 billion and total consumer deferments declined to $60$13.0 million, or 3.7%,0.1% of total loans and leases, excluding PPP loans, from a peak of $108 million. Excluding loans receivable, PPP from total loans and leases receivable is a non-GAAP measure. Management believes the use of these non-GAAP measures provides additional clarity when assessing Customers' financial results. These disclosures should not be viewed as substitutes for results determined to be in accordance with U.S. GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other entities. Please refer to the following reconciliation schedule. Customers had no pending commercial loan deferment requests as of March 31, 2021.
| | | | | |
| March 31, |
| (dollars in thousands) | 2021 |
| Loans held for sale (GAAP) | $ | 46,106 | |
| Loans receivable, mortgage warehouse, at fair value (GAAP) | 3,407,622 | |
| Loans and leases receivable (GAAP) | 12,714,474 | |
| Total loans and leases receivable (GAAP) | 16,168,202 | |
| Less: Loans receivable, PPP | 5,177,985 | |
| Total loans and leases, excluding PPP (Non-GAAP) | $ | 10,990,217 | |
| |
| Commercial deferments (GAAP) | $ | 176,100 | |
| Consumer deferments (GAAP) | 13,000 | |
| Total deferments (GAAP) | $ | 189,100 | |
| |
| Commercial deferments to total loans and leases, excluding PPP (Non-GAAP) | 1.6 | % |
| Consumer deferments to total loans and leases, excluding PPP (Non-GAAP) | 0.1 | % |
| Total deferments to total loans and leases, excluding PPP (Non-GAAP) | 1.7 | % |
The FRB has taken a range of actions to support the flow of credit to households and businesses. For example, on March 15, 2020, the FRB reduced the target range for the federal funds rate to 00.00% to 0.25% and announced that it would increase its holdings of U.S.
Treasury securities and agency mortgage-backed securities and begin purchasing agency commercial mortgage-backed securities. The FRB has also encouraged depository institutions to borrow from the discount window and has lowered the primary credit rate for such borrowing by 150 basis points while extending the term of such loans up to 90 days. Reserve requirements have been reduced to zero as of March 26, 2020. The FRB has also established, or has taken steps to establish, a range of facilities and programs to support the U.S. economy and U.S. marketplace participants in response to economic disruptions associated with COVID-19, including among others, Main Street Lending facilities to purchase loan participations, under specified conditions, from banks lending to small and medium U.S. businesses and the PPPLF, which was created to bolster the effectiveness of the PPP by taking loans as collateral at face value. While Customers has not participatedbeen participating in all of these facilities orand programs, to date,and it may participate in some or all of these facilities or programs, including as a lender, agent, or intermediary on behalf of clients or customers at various times in the future. As of June 30, 2020,March 31, 2021, Customers borrowed $4.4had $3.3 billion in borrowings from the PPPLF to fund the origination of about $4.8 billion of PPP loans.
Significant uncertainties as to future economic conditions exist, and Customers has taken deliberate actions in response, including higher levels of on-balance sheet liquidity and maintaining strong capital ratios. Additionally, the economic pressures, coupled with the implementation of an expected lifetime loss methodology for determining our provision for credit losses as required by CECL have contributed to an increased provision for credit losses on loans and leases and off-balance sheet credit exposures in 2020. Customers continues to monitor the impact of COVID-19 closely, as well as any effects that may result from the CARES Act;Act, the CAA and the American Rescue Plan Act of 2021; however, the extent to which the COVID-19 pandemic will impact Customers' operations and financial results during the remainder of 20202021 is highly uncertain.
New Accounting Pronouncements
For information about the impact that recently adopted including CECL, or issued accounting guidance will have on us, please refer to NOTE"NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATIONPRESENTATION" to Customers' interim unaudited consolidated financial statements.
Critical Accounting Policies
Customers has adopted various accounting policies that govern the application of U.S. GAAP and that are consistent with general practices within the banking industry in the preparation of its consolidated financial statements. Customers' significant accounting policies are described in “NOTE"NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION”PRESENTATION" in Customers' audited consolidated financial statements included in its 20192020 Form 10-K and updated in this Form 10-Q for the quarterly period ended June 30, 2020March 31, 2021 in “NOTE"NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION."PRESENTATION" in Customers' unaudited consolidated financial statements.
Certain accounting policies may involve significant judgments and assumptions by Customers that have a material impact on the carrying value of certain assets. Customers considers these accounting policies to be critical accounting policies. The judgment and assumptions used are based on historical experience and other factors, which are believed to be reasonable under the circumstances. Because of the nature of the judgments and assumptions management makes, actual results could differ from these judgments and estimates, which could have a material impact on the carrying values of Customers' assets.
The critical accounting policiespolicy that areis both important to the portrayal of Customers' financial condition and results of operations and requirerequires complex, subjective judgments areis the accounting policies for the following: ACL and the Valuation of Interest-Only GNMA Securities. TheseACL. This critical accounting policiespolicy and material estimates,estimate, along with the related disclosures, are reviewed by Customers' Audit Committee of the Board of Directors.
Allowance for Credit Losses
Customers' ACL at June 30, 2020March 31, 2021 represents Customers' current estimate of the lifetime credit losses expected from its loan and lease portfolio and its unfunded lending-related commitments that are not unconditionally cancellable. Management estimates the ACL by projecting a lifetime loss rate conditional on a forecast of economic parameters and other qualitative adjustments, for the loans and leases' expected remaining term.
Customers uses external sources in the creation of its forecasts, including current economic conditions and forecasts for macroeconomic variables over its reasonable and supportable forecast period (e.g., GDP growth rate, unemployment rate, BBB spread, commercial real estate and home price index). After the reasonable and supportable forecast period, which ranges from two to five years, the models revert the forecasted macroeconomic variables to their historical long-term trends, without specific predictions for the economy, over the expected life of the pool, while also incorporating prepayment assumptions into its lifetime loss rates. Internal factors that impact the quarterly allowance estimate include the level of outstanding balances, portfolio performance and assigned risk ratings. Significant loan/borrower attributes utilized in the models include property type, initial loan to value, assigned risk ratings, delinquency status, origination date, maturity date, initial FICO scores, and borrower state.
The ACL may be affected materially by a variety of qualitative factors that Customers considers to reflect its current judgement of various events and risks that are not measured in our statistical procedures, including uncertainty related to the economic forecasts used in the modeled credit loss estimates, nature and volume of loan and lease portfolio, credit underwriting policy exceptions, peer comparison, industry data, and model and data limitations. The qualitative allowance for economic forecast risk is further informed by multiple alternative scenarios to arrive at a composite scenario supporting the period-end ACL balance. The evaluation process is inherently imprecise and subjective as it requires significant management judgment based on underlying factors that are susceptible to changes, sometimes materially and rapidly. Customers recognizes that this approach may not be suitable in certain economic environments such that additional analysis may be performed at management's discretion. Due in part to its subjectivity, the qualitative evaluation may be materially impacted during periods of economic uncertainty and late breaking events that could lead to revision of reserves to reflect management's best estimate of expected credit losses.
The ACL is established in accordance with our ACL policy. The ACL Committee, which includes the Bank's Chief Executive Officer, Chief Financial Officer, Chief RiskAccounting Officer, Chief Lending Officer, and Chief Credit Officer, among others, reviews the adequacy of the ACL each quarter, together with Customers' risk management team. The ACL policy, significant judgements and the related disclosures are reviewed by Customers' Audit Committee of the Board of Directors.
The significant increasenet decrease in our estimated ACL as of June 30, 2020March 31, 2021 as compared to our January 1,December 31, 2020 estimate was primarily attributable to the significant economic impact of COVID-19, along withcontinuing improvement in macroeconomic forecasts. The increase in ACL in our installment loan growth in Customers' commercialportfolio is mainly due to loan growth. There was a $2.9 million benefit to (or release) the provision for credit losses on loans and consumer loan portfolios. The total reserve build for the ACLleases for the three months and six months ended June 30, 2020 was $20.4 million and $53.1 million, withMarch 31, 2021 resulting in an ACL ending balance of $163.7$129.7 million ($159.9128.7 million for loans and leases and $3.8$1.0 million for unfunded lending-related commitments) as of June 30, 2020.
To determine the ACL as of June 30, 2020,March 31, 2021, Customers utilized the Moody's June 2020March 2021 Baseline forecast to generate its modelled expected losses and considered Moody's other alternative economic forecast scenarios to qualitatively adjust the modelled ACL by loan portfolio in order to reflect management's reasonable expectations of current and future economic conditions. The Baseline forecast at March 2021 assumed a deep recessioncontinued improvement in second quarter 2020, which included a significant drop in GDP and elevated unemploymentforecasts of macroeconomic conditions compared to the firstfourth quarter 2020 forecast of macroeconomic conditions used by Customers; the Federal Reserve maintaining a target range for current market conditions, followed bythe fed funds rate at 0.00% to 0.25% into 2023; the tapering of quantitative easing not beginning until 2022; and an improving U.S. economy from $1.9 trillion of stimulus from the federal government enacted in March 2021 and a strong recoveryfederal spending legislation on infrastructure and social benefits in the second half of 2020. The qualitative adjustment considered a more optimistic scenario that aligned with management's expectation of expected credit losses that resulted in a reduction to the modelled ACL.2021. Customers continues to monitor the impact of the COVID-19 pandemic and related policy measures on the economy and, if the depth of the recession or pace of the expected recovery is worse than expected, further meaningful provisions for credit losses could be required.
There is no certainty that Customers' ACL will be appropriate over time to cover losses in our portfolio as economic and market conditions may ultimately differ from our reasonable and supportable forecast. Additionally, events adversely affecting specific customers, industries, or Customers' markets, such as the current COVID-19 pandemic, could severely impact our current expectations. If the credit quality of Customers' customer base materially deteriorates or the risk profile of a market, industry, or group of customers changes materially, Customers' net income and capital could be materially adversely affected which, in turn could have a material adverse effect on Customers' financial condition and results of operations. The extent to which the current COVID-19 pandemic has and will continue to negatively impact Customers' businesses, financial condition, liquidity and results will depend on future developments, which are highly uncertain and cannot be forecasted with precision at this time.
For more information, see NOTE 7 -"NOTE 8 – LOANS AND LEASES RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES ON LOANS AND LEASESLEASES" to the unaudited consolidated financial statements.
Results of Operations
The following table sets forth the condensed statements of income for the three and six months ended June 30, 2020March 31, 2021 and 2019:2020:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | | | QTD | | | | Six Months Ended June 30, | | | | YTD | | |
| (dollars in thousands) | 2020 | | 2019 | | Change | | % Change | | 2020 | | 2019 | | Change | | % Change |
| Net interest income | $ | 91,982 | | | $ | 64,679 | | | $ | 27,303 | | | 42.2 | % | | $ | 173,302 | | | $ | 123,983 | | | $ | 49,319 | | | 39.8 | % |
| Provision for credit losses | 20,946 | | | 5,346 | | | 15,600 | | | 291.8 | % | | 52,732 | | | 10,113 | | | 42,619 | | | 421.4 | % |
| Total non-interest income | 22,236 | | | 12,036 | | | 10,200 | | | 84.7 | % | | 44,167 | | | 31,754 | | | 12,413 | | | 39.1 | % |
| Total non-interest expense | 63,506 | | | 59,582 | | | 3,924 | | | 6.6 | % | | 129,965 | | | 113,566 | | | 16,399 | | | 14.4 | % |
| Income before income tax expense | 29,766 | | | 11,787 | | | 17,979 | | | 152.5 | % | | 34,772 | | | 32,058 | | | 2,714 | | | 8.5 | % |
| Income tax expense | 7,048 | | | 2,491 | | | 4,557 | | | 182.9 | % | | 8,955 | | | 7,323 | | | 1,632 | | | 22.3 | % |
| Net income | 22,718 | | | 9,296 | | | 13,422 | | | 144.4 | % | | 25,817 | | | 24,735 | | | 1,082 | | | 4.4 | % |
| Preferred stock dividends | 3,581 | | | 3,615 | | | (34) | | | (0.9) | % | | 7,196 | | | 7,229 | | | (33) | | | (0.5) | % |
| Net income available to common shareholders | $ | 19,137 | | | $ | 5,681 | | | $ | 13,456 | | | 236.9 | % | | $ | 18,621 | | | $ | 17,506 | | | $ | 1,115 | | | 6.4 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | | | | | |
| (dollars in thousands) | 2021 | | 2020 | | Change | | % Change | | | | | | | | |
| Net interest income | $ | 132,731 | | | $ | 81,321 | | | $ | 51,410 | | | 63.2 | % | | | | | | | | |
| Provision (benefit) for credit losses on loans and leases | (2,919) | | | 31,786 | | | (34,705) | | | (109.2) | % | | | | | | | | |
| Total non-interest income | 18,468 | | | 11,160 | | | 7,308 | | | 65.5 | % | | | | | | | | |
| Total non-interest expense | 61,927 | | | 48,967 | | | 12,960 | | | 26.5 | % | | | | | | | | |
| Income before income tax expense | 92,191 | | | 11,728 | | | 80,463 | | | 686.1 | % | | | | | | | | |
| Income tax expense | 17,560 | | | 3,274 | | | 14,286 | | | 436.3 | % | | | | | | | | |
| Net income from continuing operations | 74,631 | | | 8,454 | | | 66,177 | | | 782.8 | % | | | | | | | | |
| Loss from discontinued operations before income tax expense | (20,354) | | | (6,722) | | | (13,632) | | | 202.8 | % | | | | | | | | |
| Income tax expense (benefit) from discontinued operations | 17,682 | | | (1,368) | | | 19,050 | | | (1,392.5) | % | | | | | | | | |
| Net loss from discontinued operations | (38,036) | | | (5,354) | | | (32,682) | | | 610.4 | % | | | | | | | | |
| Net income | 36,595 | | | 3,100 | | | 33,495 | | | 1,080.5 | % | | | | | | | | |
| Preferred stock dividends | 3,391 | | | 3,615 | | | (224) | | | (6.2) | % | | | | | | | | |
| Net income available to common shareholders | $ | 33,204 | | | $ | (515) | | | $ | 33,719 | | | (6,547.4) | % | | | | | | | | |
Customers reported net income available to common shareholders of $19.1 million and $18.6$33.2 million for the three and six months ended June 30, 2020, respectively,March 31, 2021 compared to a net incomeloss available to common shareholders of $5.7 million and $17.5$0.5 million for the three and six months ended June 30, 2019, respectively.March 31, 2020. Factors contributing to the change in net income available to common shareholders for the three and six months ended June 30, 2020March 31, 2021 compared to the three and six months ended June 30, 2019March 31, 2020 were as follows:follows.
Net interest income
Net interest income increased $27.3$51.4 million for the three months ended June 30, 2020March 31, 2021 compared to the three months ended June 30, 2019March 31, 2020 as average interest-earning assets increased by $4.1$7.0 billion, and NIM expandedincreased by one1 basis point to 2.65%3.00% for the three months ended June 30, 2020March 31, 2021 from 2.64%2.99% for the three months ended June 30, 2019 resultingMarch 31, 2020. The increase in interest earnings assets were driven by increases in origination of PPP loans, commercial loans to mortgage companies, commercial and industrial loans, investment securities and installment loans, offset in part by decreases in multi-family loans and residential mortgages. There was also PPP loan forgiveness from the Federal Reserve interest rate cutsfirst two rounds which accelerated the recognition of 225 basis points beginning in August 2019 andnet deferred loan origination fees that contributed to the NIM increase. The shift in the mix of interest-earning assets and interest-bearing liabilities drove a 9695 basis point decline in the yield on interest-earning assets and a 124121 basis point decline in the cost of interest-bearing liabilities for the three months ended June 30, 2020.March 31, 2021. The largest shift in the mix of interest-earning assets and interest-bearing liabilities was the origination of $4.8$5.2 billion ($2.84.6 billion average balance) inof PPP loans yielding 1.71%3.41% and related PPPLF borrowings of $4.4$3.3 billion ($0.93.9 billion average balance) costing 0.35%. Customers' total cost of funds, including non-interest bearing deposits was 0.99%0.67% and 2.04%1.70% for the three months ended June 30,March 31, 2021 and 2020, and 2019, respectively.
Net interest income increased $49.3 million for the six months ended June 30, 2020 compared to the six months ended June 30, 2019 as average interest-earning assets increased by $2.9 billion and NIM expanded by 18 basis points to 2.80% for the six months ended June 30, 2020 from 2.62% for the six months ended June 30, 2019 resulting from the Federal Reserve interest rate cuts of 225 basis points beginning in August 2019 and the shift in the mix of interest-earning assets and interest-bearing liabilities drove a 45 basis point decline in the yield on interest-earning assets and an 83 basis point decline in the cost of interest-bearing liabilities for the six months ended June 30, 2020. The largest shift in the mix of interest-earning assets and interest-bearing liabilities was the origination of $4.8 billion ($1.4 billion average balance) in PPP loans yielding 1.71% and related PPPLF borrowings of $4.4 billion ($0.5 billion average balance) costing 0.35%. Customers' total cost of funds, including non-interest bearing deposits was 1.30% and 2.00% for the six months ended June 30, 2020 and 2019, respectively.
Provision (benefit) for credit losses
The $15.6$34.7 million increasedecrease in the provision for credit losses for the three months ended June 30, 2020March 31, 2021 compared to the three months ended June 30, 2019,March 31, 2020, reflects Customers' adoption of CECL and the impactimprovement in macroeconomic forecasts since the beginning of COVID-19.COVID-19 pandemic in first quarter 2020. Upon adoption of the CECL standard on January 1, 2020, the allowance for credit lossesACL for loans and leases and off-balance sheet credit exposures increased by $79.8 million and $3.4 million, respectively. The allowance for credit lossesACL on off-balance sheet credit exposures is presented within accrued interest payable and other liabilities in the consolidated balance sheet and the related provision (benefit) is presented as part of other non-interest expense on the consolidated income statement. The allowance for credit lossesACL on loans and leases held for investment represented 2.20%1.7% of total loans and leases receivable, excluding PPP loans (non-GAAP measure, please refer to the non-GAAP reconciliation within Loans and Leases - Asset Quality), at June 30, 2020,March 31, 2021, compared to 0.63%2.0% at June 30, 2019.March 31, 2020. Net charge-offs for the three months ended June 30, 2020March 31, 2021 were $10.3$12.5 million, or 3233 basis points of average loans and leases on an annualized basis, compared to net charge-offs of $0.6$18.7 million, or three79 basis points on an annualized basis, for the three months ended June 30, 2019.March 31, 2020. The increasedecrease in net charge-offs for the three months ended June 30, 2020,March 31, 2021, compared to the three months ended June 30, 2019,March 31, 2020, was primarily due to a partial charge-off of $2.8$12.8 million for one commercial real estate collateral dependent loan during the three months
ended June 30,March 31, 2020, andpartially offset by an increase in charge-offscharge-off of other consumerinstallment loans, coinciding with the growth of the portfolio year-over-year.
The $42.6 million increase in the provision for credit losses for the six months ended June 30, 2020 compared to the six months ended June 30, 2019, reflects Customers' adoption of CECL and the impact of COVID-19. Net charge-offs for the six months ended June 30, 2020 were $29.0 million, or 52 basis points of average loans and leases on an annualized basis, compared to net charge-offs of $1.7 million, or 4 basis points on an annualized basis for the six months ended June 30, 2019. The increase in net charge-offs for the six months ended June 30, 2020, compared to the six months ended June 30, 2019, was primarily due to partial charge-offs of $15.6 million for two commercial real estate collateral dependent loans during the six months ended June 30, 2020 and an increase in charge-offs of other consumer loans, coinciding with the growth of the portfolio year-over-year.
Non-interest income
The $10.2$7.3 million increase in non-interest income for the three months ended June 30, 2020March 31, 2021 compared to the three months ended June 30, 2019March 31, 2020 primarily resulted from a $7.5increases of $19.6 million loss realized upon the acquisition of certain interest-only GNMA securities during the three months ended June 30, 2019, $4.4 million in realized gain on sale of investment securities, during the three months ended June 30, 2020 and increases of $1.7 million in commercial lease income, $1.5$3.7 million in unrealized gain on equityderivatives, $2.4 million in unrealized gain on investment securities, issued by a foreign entity$2.3 million in mortgage warehouse transactional fees, $1.6 million in sale of SBA and other loans, $1.1 million in other non-interest income and $0.9 million in mortgage warehouse transactions fees.commercial lease income. These increases were offset in part by decreases$24.5 million of $5.3 million in other non-interest income and $0.3 million in interchange and card revenuelosses on cash flow hedge derivative terminations for the three months ended June 30, 2020 compared to the three months ended June 30, 2019.
The $12.4 million increase in non-interest income for the six months ended June 30, 2020 compared to the six months ended June 30, 2019 primarily resulted from a $7.5 million loss realized upon the acquisition of certain interest-only GNMA securities during the six months ended June 30, 2019, $8.3 million of gains realized from the sale of investment securities during the six months ended June 30, 2020 and increases of $3.6 million in commercial lease income, $1.5 million in mortgage warehouse transactional fees, and $1.2 million in deposit fees. These increases were offset in part by decreases of $7.5 million in other non-interest income and $2.3 million in interchange and card revenue for the six months ended June 30, 2020 compared to the six months ended June 30, 2020.
Non-interest expense
The $3.9$13.0 million increase in non-interest expense for the three months ended June 30, 2020March 31, 2021 compared to the three months ended June 30, 2019March 31, 2020 primarily resulted from increases of $4.4$9.4 million in technology, communication and bank operations, $3.4 million in salaries and employee benefits, $1.4$2.7 million in professional services, $0.9 million in commercial lease depreciation $1.2and $0.4 million in loan workout,merger and $0.9 million in technology, communication and bank operations.acquisition related expenses. These increases were offset in part by decreases of $1.4 million in provision for operating losses, $1.2 million in professional services, $0.8$2.3 million in other non-interest expense, and $0.8$0.9 million in advertising and promotion and $0.6 million in loan workout expenses for the three months ended June 30, 2020March 31, 2021 compared to the three months ended June 30, 2019.
The $16.4 million increase in non-interest expense for the six months ended June 30, 2020 compared to the six months ended June 30, 2019 primarily resulted from increases of $6.9 million in salaries and employee benefits, $2.9 million in commercial lease depreciation, $2.5 million in other non-interest expense, $2.0 million in technology, communication and bank operations, $1.9 million in professional services, $1.2 million in loan workout, and $1.1 million in FDIC assessments, taxes and regulatory fees. These increases were offset in part by a decrease of $2.2 million in provision for operating losses for the six months ended June 30, 2020 compared to the six months ended June 30, 2019.March 31, 2020.
Income tax expense
Customers' effective tax rate from continuing operations was 23.7%19.0% for the three months ended June 30, 2020March 31, 2021 compared to 21.1%27.9% for the three months ended June 30, 2019.March 31, 2020. The increasedecrease in the effective tax rate primarily resulted from an increase in investment tax credits in 2021 and the recording of net discrete tax benefits associated with the divestiture of BMT and the recognition of a favorable returndeferred tax asset related to provision adjustmentthe outside basis difference of foreign subsidiaries for the three months ended June 30, 2019.March 31, 2021.
Net loss from discontinued operations
On January 4, 2021, Customers Bancorp completed the previously announced divestiture of BMT, the technology arm of its BankMobile segment, to MFAC Merger Sub Inc., an indirect wholly-owned subsidiary of MFAC, pursuant to an Agreement and Plan of Merger, dated August 6, 2020, by and among Megalith, MFAC Merger Sub Inc., BMT, Customers Bank, the sole stockholder of BMT, and Customers Bancorp, the parent bank holding company for Customers Bank (as amended on November 2, 2020 and December 8, 2020). In connection with the closing of the divestiture, MFAC changed its name to “BM Technologies, Inc.” Following the completion of the divestiture of BMT, BankMobile's serviced deposits and loans and the related net interest income have been combined with Customers' financial condition and the results of operations as a single reportable segment.
BMT's historical financial results for periods prior to the divestiture are reflected in Customers Bancorp’s consolidated financial statements as discontinued operations. The assets and liabilities of BMT have been presented as "Assets of discontinued operations" and "Liabilities of discontinued operations" on the consolidated balance sheet at December 31, 2020. BMT's operating results and associated cash flows have been presented as "Discontinued operations" within the accompanying consolidated financial statements and prior period amounts have been reclassified to conform with the current period presentation.
Customers' effective tax rateloss from discontinued operations, net of income taxes was 25.75%$38.0 million for the sixthree months ended June 30, 2020March 31, 2021 compared to 22.84%$5.4 million for the sixthree months ended June 30, 2019.March 31, 2020. The $32.7 million increase in the effective tax rate primarily resulted from discrete provision items, which increased incomerestricted stock awards of BM Technologies' common stock granted to certain team members of BMT and the effect of the divestiture being treated as a taxable asset sale for tax expense,purposes, offset in part by a tax benefit related to the restricted stock awards. See "NOTE 3 – DISCONTINUED OPERATIONS" to the unaudited consolidated financial statements for the six months ended June 30, 2020, compared to a favorable return to provision adjustment, which lowered income tax expense, for the six months ended June 30, 2019.additional information.
Preferred stock dividends
Preferred stock dividends were $3.4 million and $3.6 million for both the three months ended June 30,March 31, 2021 and 2020, and 2019.respectively. There were no changes to the amount of preferred stock outstanding or the dividends paid during the three months ended June 30, 2020March 31, 2021 and 2019.2020. On June 15, 2020, the Series C preferred stock became floating at three-month LIBOR plus 5.300%, or 5.60%, compared to a fixed rate of 7.00%.
Preferred stock dividends were $7.2 million for both On March 15, 2021, the six months ended June 30, 2020 and 2019. There were no changes to the amount of preferred stock outstanding or the dividends paid during the six months ended June 30, 2020 and 2019. On June 15, 2020, Series CD preferred stock became floating at three-month LIBOR plus 5.300%5.09%, or 5.60%5.27%, compared to a fixed rate of 7.00%6.50%.
NET INTEREST INCOME
Net interest income (the difference between the interest earned on loans and leases, investments and interest-earning deposits with banks, and interest paid on deposits, borrowed funds and subordinated debt) is the primary source of Customers' earnings. The following tables summarizetable summarizes Customers' net interest income, related interest spread, net interest margin and the dollar amount of changes in interest income and interest expense for the major categories of interest-earning assets and interest-bearing liabilities for the three and six months ended June 30, 2020March 31, 2021 and 2019.2020. Information is provided for each category of interest-earning assets and interest-bearing liabilities with respect to (i) changes attributable to volume (i.e., changes in average balances multiplied by the prior-period average rate) and (ii) changes attributable to rate (i.e., changes in average rate multiplied by prior-period average balances). For purposes of this table, changes attributable to both rate and volume which cannot be segregated have been allocated proportionately to the change due to volume and the change due to rate.
| | | Three Months Ended June 30, | | | Three Months Ended June 30, | | | Three Months Ended March 31, | | Three Months Ended March 31, |
| | 2020 | | | 2019 | | | 2020 vs. 2019 | | | 2021 | | 2020 | | 2021 vs. 2020 |
| (dollars in thousands) | (dollars in thousands) | Average balance | | Interest income or expense | | Average yield or cost | | Average balance | | Interest income or expense | | Average yield or cost | | Due to rate | | Due to volume | | Total | (dollars in thousands) | Average balance | | Interest income or expense | | Average yield or cost | | Average balance | | Interest income or expense | | Average yield or cost | | Due to rate | | Due to volume | | Total |
| Assets | Assets | | | | | | | | | | | | | | Assets | | | | | | | | | | | | | |
| Interest-earning deposits | Interest-earning deposits | $ | 384,622 | | | $ | 113 | | | 0.12 | % | | $ | 78,666 | | | $ | 590 | | | 3.01 | % | | $ | (1,001) | | | $ | 524 | | | $ | (477) | | Interest-earning deposits | $ | 1,177,315 | | | $ | 302 | | | 0.10 | % | | $ | 772,249 | | | $ | 2,860 | | | 1.49 | % | | $ | (3,543) | | | $ | 984 | | | $ | (2,559) | |
Investment securities (1) | Investment securities (1) | 705,389 | | | 6,155 | | | 3.49 | % | | 687,048 | | | 6,481 | | | 3.77 | % | | (493) | | | 167 | | | (326) | | Investment securities (1) | 1,357,558 | | | 7,979 | | | 2.35 | % | | 566,287 | | | 4,977 | | | 3.52 | % | | (2,063) | | | 5,066 | | | 3,003 | |
| Loans and leases: | Loans and leases: | | Loans and leases: | |
| Commercial loans to mortgage companies | Commercial loans to mortgage companies | 2,456,067 | | | 17,740 | | | 2.91 | % | | 1,658,070 | | | 19,678 | | | 4.76 | % | | (9,305) | | | 7,367 | | | (1,938) | | Commercial loans to mortgage companies | 3,122,098 | | | 23,791 | | | 3.09 | % | | 1,841,659 | | | 17,514 | | | 3.82 | % | | (3,847) | | | 10,124 | | | 6,277 | |
| Multi-family loans | Multi-family loans | 2,009,847 | | | 19,345 | | | 3.87 | % | | 3,097,537 | | | 29,630 | | | 3.84 | % | | 228 | | | (10,513) | | | (10,285) | | Multi-family loans | 1,689,174 | | | 15,848 | | | 3.80 | % | | 2,213,858 | | | 22,367 | | | 4.06 | % | | (1,386) | | | (5,133) | | | (6,519) | |
Commercial and industrial loans and leases (2) | Commercial and industrial loans and leases (2) | 2,460,060 | | | 24,775 | | | 4.05 | % | | 2,041,315 | | | 26,411 | | | 5.19 | % | | (6,434) | | | 4,798 | | | (1,636) | | Commercial and industrial loans and leases (2) | 2,848,328 | | | 27,850 | | | 3.97 | % | | 2,460,811 | | | 28,738 | | | 4.70 | % | | (4,901) | | | 4,013 | | | (888) | |
| PPP loans | PPP loans | 2,754,920 | | | 11,706 | | | 1.71 | % | | — | | | — | | | — | % | | — | | | 11,706 | | | 11,706 | | PPP loans | 4,623,213 | | | 38,832 | | | 3.41 | % | | — | | | — | | | — | % | | — | | | 38,832 | | | 38,832 | |
| Non-owner occupied commercial real estate loans | Non-owner occupied commercial real estate loans | 1,392,131 | | | 13,179 | | | 3.81 | % | | 1,181,455 | | | 13,329 | | | 4.53 | % | | (2,307) | | | 2,157 | | | (150) | | Non-owner occupied commercial real estate loans | 1,348,938 | | | 12,794 | | | 3.85 | % | | 1,335,459 | | | 14,437 | | | 4.35 | % | | (1,777) | | | 134 | | | (1,643) | |
| Residential mortgages | Residential mortgages | 429,609 | | | 3,771 | | | 3.53 | % | | 723,160 | | | 7,724 | | | 4.28 | % | | (1,192) | | | (2,761) | | | (3,953) | | Residential mortgages | 373,497 | | | 3,485 | | | 3.78 | % | | 445,953 | | | 4,401 | | | 3.97 | % | | (209) | | | (707) | | | (916) | |
| Other consumer loans | 1,288,999 | | | 27,931 | | | 8.72 | % | | 289,511 | | | 6,795 | | | 9.41 | % | | (533) | | | 21,669 | | | 21,136 | | |
| Installment loans | | Installment loans | 1,323,863 | | | 29,517 | | | 9.04 | % | | 1,259,051 | | | 28,623 | | | 9.14 | % | | (355) | | | 1,249 | | | 894 | |
Total loans and leases (3) | Total loans and leases (3) | 12,791,633 | | | 118,447 | | | 3.72 | % | | 8,991,048 | | | 103,567 | | | 4.62 | % | | (22,850) | | | 37,730 | | | 14,880 | | Total loans and leases (3) | 15,329,111 | | | 152,117 | | | 4.02 | % | | 9,556,791 | | | 116,080 | | | 4.89 | % | | (23,473) | | | 59,510 | | | 36,037 | |
| Other interest-earning assets | Other interest-earning assets | 98,377 | | | 503 | | | 2.06 | % | | 94,388 | | | 1,312 | | | 5.58 | % | | (862) | | | 53 | | | (809) | | Other interest-earning assets | 79,960 | | | 717 | | | 3.64 | % | | 81,404 | | | 1,426 | | | 7.04 | % | | (684) | | | (25) | | | (709) | |
| Total interest-earning assets | Total interest-earning assets | 13,980,021 | | | 125,218 | | | 3.60 | % | | 9,851,150 | | | 111,950 | | | 4.56 | % | | (26,868) | | | 40,136 | | | 13,268 | | Total interest-earning assets | 17,943,944 | | | 161,115 | | | 3.64 | % | | 10,976,731 | | | 125,343 | | | 4.59 | % | | (29,984) | | | 65,756 | | | 35,772 | |
| Non-interest-earning assets | Non-interest-earning assets | 695,563 | | | | | 520,692 | | | | | Non-interest-earning assets | 581,777 | | | 513,705 | | |
| Assets of discontinued operations | | Assets of discontinued operations | — | | | 82,970 | | |
| Total assets | Total assets | $ | 14,675,584 | | | | | $ | 10,371,842 | | | | | Total assets | $ | 18,525,721 | | | $ | 11,573,406 | | |
| Liabilities | Liabilities | | | | | Liabilities | | | | |
| Interest checking accounts | Interest checking accounts | $ | 2,482,222 | | | 4,605 | | | 0.75 | % | | $ | 836,154 | | | 4,078 | | | 1.96 | % | | (3,705) | | | 4,232 | | | 527 | | Interest checking accounts | $ | 2,691,723 | | | 5,599 | | | 0.84 | % | | $ | 1,294,098 | | | 4,616 | | | 1.43 | % | | (2,453) | | | 3,436 | | | 983 | |
| Money market deposit accounts | Money market deposit accounts | 3,034,457 | | | 6,449 | | | 0.85 | % | | 3,168,957 | | | 17,842 | | | 2.26 | % | | (10,667) | | | (726) | | | (11,393) | | Money market deposit accounts | 4,435,930 | | | 6,059 | | | 0.55 | % | | 3,635,554 | | | 16,214 | | | 1.79 | % | | (13,068) | | | 2,913 | | | (10,155) | |
| Other savings accounts | Other savings accounts | 1,177,554 | | | 5,677 | | | 1.94 | % | | 484,303 | | | 2,608 | | | 2.16 | % | | (291) | | | 3,360 | | | 3,069 | | Other savings accounts | 1,414,350 | | | 2,400 | | | 0.69 | % | | 1,141,406 | | | 5,806 | | | 2.05 | % | | (4,532) | | | 1,126 | | | (3,406) | |
| Certificates of deposit | Certificates of deposit | 1,734,062 | | | 6,507 | | | 1.51 | % | | 1,972,792 | | | 11,452 | | | 2.33 | % | | (3,680) | | | (1,265) | | | (4,945) | | Certificates of deposit | 666,239 | | | 1,600 | | | 0.97 | % | | 1,524,770 | | | 7,717 | | | 2.04 | % | | (2,950) | | | (3,167) | | | (6,117) | |
Total interest-bearing deposits (4) | Total interest-bearing deposits (4) | 8,428,295 | | | 23,238 | | | 1.11 | % | | 6,462,206 | | | 35,980 | | | 2.23 | % | | (21,512) | | | 8,770 | | | (12,742) | | Total interest-bearing deposits (4) | 9,208,242 | | | 15,658 | | | 0.69 | % | | 7,595,828 | | | 34,353 | | | 1.82 | % | | (24,716) | | | 6,021 | | | (18,695) | |
| FRB PPP liquidity facility | FRB PPP liquidity facility | 942,258 | | | 822 | | | 0.35 | % | | — | | | — | | | — | % | | — | | | 822 | | | 822 | | FRB PPP liquidity facility | 3,941,718 | | | 3,402 | | | 0.35 | % | | — | | | — | | | — | % | | — | | | 3,402 | | | 3,402 | |
| Borrowings | Borrowings | 2,282,761 | | | 9,176 | | | 1.62 | % | | 1,462,362 | | | 11,291 | | | 3.09 | % | | (6,755) | | | 4,640 | | | (2,115) | | Borrowings | 1,171,826 | | | 9,324 | | | 3.23 | % | | 1,229,399 | | | 9,669 | | | 3.16 | % | | 177 | | | (522) | | | (345) | |
| Total interest-bearing liabilities | Total interest-bearing liabilities | 11,653,314 | | | 33,236 | | | 1.15 | % | | 7,924,568 | | | 47,271 | | | 2.39 | % | | (30,600) | | | 16,565 | | | (14,035) | | Total interest-bearing liabilities | 14,321,786 | | | 28,384 | | | 0.80 | % | | 8,825,227 | | | 44,022 | | | 2.01 | % | | (34,465) | | | 18,827 | | | (15,638) | |
Non-interest-bearing deposits (4) | Non-interest-bearing deposits (4) | 1,890,955 | | | | | 1,345,494 | | | | | Non-interest-bearing deposits (4) | 2,819,871 | | | 1,573,371 | | |
| Total deposits and borrowings | Total deposits and borrowings | 13,544,269 | | | | | 0.99 | % | | 9,270,062 | | | | | 2.04 | % | | Total deposits and borrowings | 17,141,657 | | | 0.67 | % | | 10,398,598 | | | 1.70 | % | |
| Other non-interest-bearing liabilities | Other non-interest-bearing liabilities | 142,181 | | | | | 115,717 | | | | | Other non-interest-bearing liabilities | 247,798 | | | 96,874 | | |
| Liabilities of discontinued operations | | Liabilities of discontinued operations | — | | | 52,579 | | |
| Total liabilities | Total liabilities | 13,686,450 | | | | | 9,385,779 | | | | | Total liabilities | 17,389,455 | | | 10,548,051 | | |
| Shareholders' equity | Shareholders' equity | 989,134 | | | | | 986,063 | | | | | Shareholders' equity | 1,136,266 | | | 1,025,355 | | |
| Total liabilities and shareholders' equity | Total liabilities and shareholders' equity | $ | 14,675,584 | | | | | $ | 10,371,842 | | | | | Total liabilities and shareholders' equity | $ | 18,525,721 | | | $ | 11,573,406 | | |
| Net interest income | Net interest income | | | 91,982 | | | | | 64,679 | | | $ | 3,732 | | | $ | 23,571 | | | $ | 27,303 | | Net interest income | | | 132,731 | | | | | 81,321 | | | $ | 4,481 | | | $ | 46,929 | | | $ | 51,410 | |
Tax-equivalent adjustment (5) | Tax-equivalent adjustment (5) | | 225 | | | 183 | | | | | | | | Tax-equivalent adjustment (5) | | 292 | | | 205 | | | | | | | |
| Net interest earnings | Net interest earnings | | $ | 92,207 | | | $ | 64,862 | | | Net interest earnings | | $ | 133,023 | | | $ | 81,526 | | |
| Interest spread | Interest spread | | | | 2.61 | % | | | | 2.51 | % | | Interest spread | | | | 2.97 | % | | | | 2.89 | % | |
| Net interest margin | Net interest margin | | 2.65 | % | | 2.63 | % | | Net interest margin | | 3.00 | % | | 2.98 | % | |
Net interest margin tax equivalent (5) | Net interest margin tax equivalent (5) | | 2.65 | % | | 2.64 | % | | Net interest margin tax equivalent (5) | | 3.00 | % | | 2.99 | % | |
Net interest margin tax equivalent, excluding PPP loans (6) | Net interest margin tax equivalent, excluding PPP loans (6) | | 2.97 | % | | | 2.64 | % | | Net interest margin tax equivalent, excluding PPP loans (6) | | 2.99 | % | | 2.99 | % | |
|
(1)For presentation in this table, average balances and the corresponding average yields for investment securities are based upon historical cost, adjusted for amortization of premiums and accretion of discounts.
(2)Includes owner occupied commercial real estate loans.
(3)Includes non-accrual loans, the effect of which is to reduce the yield earned on loans and leases, and deferred loan fees.
(4)Total costs of deposits (including interest bearing and non-interest-bearing) were 0.91%0.53% and 1.85%1.51% for the three months ended June 30,March 31, 2021 and 2020, and 2019, respectively.
(5)Non-GAAP tax-equivalent basis, using an estimated marginal tax rate of 26% for both the three months ended June 30,March 31, 2021 and 2020, and 2019, presented to approximate interest income as a taxable asset. Management uses non-GAAP measures to present historical periods comparable to the current period presentation. In addition, management believes the use of these non-GAAP measures provides additional clarity when assessing Customers’ financial results. These disclosures should not be viewed as substitutes for results determined to be in accordance with U.S. GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other entities.
(6)Non-GAAP tax-equivalent basis, as described in note (5) for the three months ended June 30,March 31, 2021 and 2020, and 2019, excluding net interest income from PPP loans and related borrowings, along with the related PPP loan balances and PPP fees receivable from interest-earning assets. Management uses non-GAAP measures to present historical periods comparable to the current period presentation. In addition, management believes the use of these non-GAAP measures provides additional clarity when assessing Customers’ financial results. These disclosures should not be viewed as substitutes for results determined to be in accordance with U.S. GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other entities.
Net interest income increased $27.3$51.4 million for the three months ended June 30, 2020March 31, 2021 compared to the three months ended June 30, 2019March 31, 2020 as average interest-earning assets increased by $4.1$7.0 billion, primarily related to three rounds of PPP loan originations, increases in commercial loans to mortgage companies, commercial and industrial loans, investment securities, and installment loans, partially offset by a decrease in multi-family loans as the loan mix improved year-over-year. The commercial loans to mortgage companies trend has been a function of greater refinance activity due to sharply lower interest rates, an increase in home purchase volumes, and market share gains from other banks.
The NIM expandedremained fairly constant, increasing by one1 basis point to 2.65%3.00% for the three months ended June 30, 2020March 31, 2021 from 2.64%2.99% for the three months ended June 30, 2019March 31, 2020 resulting from the Federal Reserve interest rate cuts of 225 basis points beginning in August 2019 and the shift in the mix of interest-earning assets and interest-bearing liabilities drove a 9695 basis point decline in the yield on interest-earning assets and a 124121 basis point decline in the cost of interest-bearing liabilities for the three months ended June 30,March 31, 2021 compared to the three months ended March 31, 2020. The largest shift in the mix of interest-earning assets and interest-bearing liabilities was the origination of $4.8$5.2 billion ($2.84.6 billion average balance) inof PPP loans yielding 1.71%3.41% and related PPPLF borrowings of $4.4$3.3 billion ($0.93.9 billion average balance) costing 0.35%. There was also PPP loan forgiveness from the first two rounds which accelerated the recognition of net deferred loan origination fees that contributed to the NIM increase. Customers' total cost of funds, including non-interest bearing deposits was 0.99%0.53% and 2.04%1.51% for the three months ended June 30,March 31, 2021 and 2020, and 2019, respectively.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended June 30, | | | | | | | | | | | | Six Months Ended June 30, | | | | |
| 2020 | | | | | | 2019 | | | | | | 2020 vs. 2019 | | | | |
| (dollars in thousands) | Average
Balance | | Interest
Income or
Expense | | Average
Yield or
Cost (%) | | Average
Balance | | Interest
Income or
Expense | | Average
Yield or
Cost | | Due to rate | | Due to volume | | Total |
| Assets | | | | | | | | | | | | | | | | | |
| Interest-earning deposits | $ | 578,435 | | | $ | 2,974 | | | 1.03 | % | | $ | 81,947 | | | $ | 1,120 | | | 2.76 | % | | (1,104) | | | 2,958 | | | 1,854 | |
Investment securities (1) | 635,838 | | | 11,132 | | | 3.50 | % | | 689,422 | | | 12,722 | | | 3.69 | % | | (633) | | | (957) | | | (1,590) | |
| Loans and leases: | | | | | | | | | | | | | | | | | |
| Commercial loans to mortgage companies | 2,148,863 | | | 35,254 | | | 3.30 | % | | 1,462,362 | | | 35,430 | | | 4.89 | % | | (13,734) | | | 13,558 | | | (176) | |
| Multi-family loans | 2,111,853 | | | 41,712 | | | 3.97 | % | | 3,175,233 | | | 60,006 | | | 3.81 | % | | 2,451 | | | (20,745) | | | (18,294) | |
Commercial and industrial loans and leases (2) | 2,460,435 | | | 53,513 | | | 4.37 | % | | 1,981,559 | | | 50,744 | | | 5.16 | % | | (8,456) | | | 11,225 | | | 2,769 | |
| PPP loans | 1,377,460 | | | 11,706 | | | 1.71 | % | | — | | | — | | | — | % | | — | | | 11,706 | | | 11,706 | |
| Non-owner occupied commercial real estate loans | 1,363,795 | | | 27,616 | | | 4.07 | % | | 1,175,428 | | | 26,225 | | | 4.50 | % | | (2,629) | | | 4,020 | | | 1,391 | |
| Residential mortgages | 437,782 | | | 8,171 | | | 3.75 | % | | 709,529 | | | 14,859 | | | 4.22 | % | | (1,506) | | | (5,182) | | | (6,688) | |
| Other consumer loans | 1,274,024 | | | 56,555 | | | 8.93 | % | | 203,381 | | | 9,419 | | | 9.34 | % | | (433) | | | 47,569 | | | 47,136 | |
Total loans and leases (3) | 11,174,212 | | | 234,527 | | | 4.22 | % | | 8,707,492 | | | 196,683 | | | 4.55 | % | | (15,039) | | | 52,883 | | | 37,844 | |
| Other interest-earning assets | 89,890 | | | 1,928 | | | 4.31 | % | | 87,503 | | | 2,500 | | | 5.76 | % | | (639) | | | 67 | | | (572) | |
| Total interest-earning assets | 12,478,375 | | | 250,561 | | | 4.04 | % | | 9,566,364 | | | 213,025 | | | 4.49 | % | | (22,912) | | | 60,448 | | | 37,536 | |
| Non-interest-earning assets | 646,120 | | | | | | | 501,013 | | | | | | | | | | | |
| Total assets | $ | 13,124,495 | | | | | | | $ | 10,067,377 | | | | | | | | | | | |
| Liabilities | | | | | | | | | | | | | | | | | |
| Interest checking accounts | $ | 1,888,160 | | | 9,221 | | | 0.98 | % | | $ | 825,672 | | | 7,893 | | | 1.93 | % | | (5,276) | | | 6,604 | | | 1,328 | |
| Money market deposit accounts | 3,335,006 | | | 22,662 | | | 1.37 | % | | 3,156,988 | | | 35,179 | | | 2.25 | % | | (14,422) | | | 1,905 | | | (12,517) | |
| Other savings accounts | 1,159,479 | | | 11,483 | | | 1.99 | % | | 432,893 | | | 4,508 | | | 2.10 | % | | (248) | | | 7,223 | | | 6,975 | |
| Certificates of deposit | 1,629,416 | | | 14,225 | | | 1.76 | % | | 1,763,634 | | | 19,624 | | | 2.24 | % | | (3,984) | | | (1,415) | | | (5,399) | |
Total interest-bearing deposits (4) | 8,012,061 | | | 57,591 | | | 1.45 | % | | 6,179,187 | | | 67,204 | | | 2.19 | % | | (26,378) | | | 16,765 | | | (9,613) | |
| FRB PPP liquidity facility | 471,129 | | | 822 | | | 0.35 | % | | — | | | — | | | — | % | | — | | | 822 | | | 822 | |
| Borrowings | 1,756,080 | | | 18,846 | | | 2.16 | % | | 1,447,606 | | | 21,838 | | | 2.19 | % | | (7,095) | | | 4,103 | | | (2,992) | |
| Total interest-bearing liabilities | 10,239,270 | | | 77,259 | | | 1.52 | % | | 7,626,793 | | | 89,042 | | | 2.35 | % | | (36,978) | | | 25,195 | | | (11,783) | |
Non-interest-bearing deposits (4) | 1,732,163 | | | | | | | 1,353,112 | | | | | | | | | | | |
| Total deposits and borrowings | 11,971,433 | | | | | 1.30 | % | | 8,979,905 | | | | | 2.00 | % | | | | | | |
| Other non-interest-bearing liabilities | 145,818 | | | | | | | 110,090 | | | | | | | | | | | |
| Total liabilities | 12,117,251 | | | | | | | 9,089,995 | | | | | | | | | | | |
| Shareholders' equity | 1,007,244 | | | | | | | 977,382 | | | | | | | | | | | |
| Total liabilities and shareholders' equity | $ | 13,124,495 | | | | | | | $ | 10,067,377 | | | | | | | | | | | |
| Net interest income | | | 173,302 | | | | | | | 123,983 | | | | | $ | 14,066 | | | $ | 35,253 | | | $ | 49,319 | |
Tax-equivalent adjustment (5) | | | 430 | | | | | | | 364 | | | | | | | | | |
| Net interest earnings | | | $ | 173,732 | | | | | | | $ | 124,347 | | | | | | | | | |
| Interest spread | | | | | 2.74 | % | | | | | | 2.49 | % | | | | | | |
| Net interest margin | | | | | 2.79 | % | | | | | | 2.61 | % | | | | | | |
Net interest margin tax equivalent (5) | | | | | 2.80 | % | | | | | | 2.62 | % | | | | | | |
Net interest margin tax equivalent, excluding PPP loans (6) | | | | | 2.98 | % | | | | | | 2.62 | % | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
(1)For presentation in this table, average balances and the corresponding average yields for investment securities are based upon historical cost, adjusted for amortization of premiums and accretion of discounts.
(2)Includes owner occupied commercial real estate loans.
(3)Includes non-accrual loans, the effect of which is to reduce the yield earned on loans and leases, and deferred loan fees.
(4)Total costs of deposits (including interest bearing and non-interest-bearing) were 1.19% and 1.80% for the six months ended June 30, 2020 and 2019, respectively.
(5)Non-GAAP tax-equivalent basis, using an estimated marginal tax rate of 26% for both the six months ended June 30, 2020 and 2019, presented to approximate interest income as a taxable asset. Management uses non-GAAP measures to present historical periods comparable to the current period presentation. In addition, management believes the use of these non-GAAP measures provides additional clarity when assessing Customers’ financial results. These disclosures should not be viewed as substitutes for results determined to be in accordance with U.S. GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other entities. Please refer to the reconciliation schedule that follows this table.
(6)Non-GAAP tax-equivalent basis, as described in note (5) for the six months ended June 30, 2020 and 2019, excluding net interest income from PPP loans and related borrowings, along with the related PPP loan balances and PPP fees receivable from interest-earning assets. Management uses non-GAAP measures to present historical periods comparable to the current period presentation. In addition, management believes the use of these non-GAAP measures provides additional clarity when assessing Customers’ financial results. These disclosures should not be viewed as substitutes for results determined to be in accordance with U.S. GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other entities. Please refer to the reconciliation schedule that follows this table.
Net interest income increased $49.3 million for the six months ended June 30, 2020 compared to the six months ended June 30, 2019 as average interest-earning assets increased by $2.9 billion and NIM expanded by 18 basis points to 2.80% for the six months ended June 30, 2020 from 2.62% for the six months ended June 30, 2019, resulting from the Federal Reserve interest rate cuts of 225 basis points beginning in August 2019 and the shift in the mix of interest-earning assets drove a 45 basis point decline in the yield on interest-earnings assets and an 83 basis point decline in the cost of interest-bearing liabilities for the six months ended June 30, 2020. The largest shift in the mix of interest-earning assets and interest-bearing liabilities was the origination of $4.8 billion ($1.4 billion average balance) in PPP loans yielding 1.71% and related PPPLF borrowings of $4.4 billion ($0.5 billion average balance) costing 0.35%. Customers' total cost of funds, including non-interest bearing deposits was 1.30% and 2.00% for the six months ended June 30, 2020 and 2019, respectively.
Customers’ net interest margin tables containtable contains non-GAAP financial measures calculated using non-GAAP amounts. These measures include net interest margin tax equivalent and net interest margin tax equivalent, excluding PPP loans. Management uses these non-GAAP measures to present the current period presentation to historical periods in prior filings. In addition, management believes the use of these non-GAAP measures provides additional clarity when assessing the Bancorp’sCustomers' financial results. These disclosures should not be viewed as substitutes for results determined to be in accordance with U.S. GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other entities.
A reconciliation of net interest margin tax equivalent and net interest margin tax equivalent, excluding PPP loans for the three and six months ended June 30,March 31, 2021 and 2020 and 2019 are set forth below.
| | | | | | | | | | | | | | | |
| Three Months Ended
March 31, | | |
| (dollars in thousands) | 2021 | | 2020 | | | | |
| Net interest income (GAAP) | $ | 132,731 | | | $ | 81,321 | | | | | |
| Tax-equivalent adjustment | 292 | | | 205 | | | | | |
| Net interest income tax equivalent (Non-GAAP) | 133,023 | | | 81,526 | | | | | |
| Loans receivable, PPP net interest income | (34,842) | | | — | | | | | |
| Net interest income tax equivalent, excluding PPP loans (Non-GAAP) | $ | 98,181 | | | $ | 81,526 | | | | | |
| | | | | | | |
| Average total interest-earning assets (GAAP) | $ | 17,943,944 | | | $ | 10,976,731 | | | | | |
| Average PPP loans | (4,623,213) | | | — | | | | | |
| Adjusted average total interest-earning assets (Non-GAAP) | $ | 13,320,731 | | | $ | 10,976,731 | | | | | |
| | | | | | | |
| Net interest margin (GAAP) | 3.00 | % | | 2.98 | % | | | | |
| Net interest margin tax equivalent (Non-GAAP) | 3.00 | % | | 2.99 | % | | | | |
| Net interest margin tax equivalent, excluding PPP loans (Non-GAAP) | 2.99 | % | | 2.99 | % | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | | | Six Months Ended June 30, | | |
| (dollars in thousands) | 2020 | | 2019 | | 2020 | | 2019 |
| Net interest income (GAAP) | $ | 91,982 | | | $ | 64,679 | | | $ | 173,302 | | | $ | 123,983 | |
| Tax-equivalent adjustment | 225 | | | 183 | | | 430 | | | 364 | |
| Net interest income tax equivalent (Non-GAAP) | $ | 92,207 | | | $ | 64,862 | | | $ | 173,732 | | | $ | 124,347 | |
| Loans receivable, PPP net interest income | (9,308) | | | — | | | (9,308) | | | — | |
| Net interest income tax equivalent, excluding PPP loans (Non-GAAP) | $ | 82,899 | | | $ | 64,862 | | | $ | 164,424 | | | $ | 124,347 | |
| | | | | | | |
| Average total interest-earning assets (GAAP) | $ | 13,980,021 | | | $ | 9,851,150 | | | $ | 12,478,375 | | | $ | 9,566,364 | |
| Average PPP loans | (2,754,920) | | | — | | | (1,377,460) | | | — | |
| Adjusted average total interest-earning assets (Non-GAAP) | $ | 11,225,101 | | | $ | 9,851,150 | | | $ | 11,100,915 | | | $ | 9,566,364 | |
| | | | | | | |
| Net interest margin (GAAP) | 2.65 | % | | 2.63 | % | | 2.79 | % | | 2.61 | % |
| Net interest margin tax equivalent (Non-GAAP) | 2.65 | % | | 2.64 | % | | 2.80 | % | | 2.62 | % |
| Net interest margin tax equivalent, excluding PPP loans (Non-GAAP) | 2.97 | % | | 2.64 | % | | 2.98 | % | | 2.62 | % |
PROVISION (BENEFIT) FOR CREDIT LOSSES
The provision (benefit) for credit losses is a charge (credit) to earnings to maintain the allowance for credit lossesACL at a level consistent with management’s assessment of expected lifetime losses in the loan and lease portfolio at the balance sheet date. During first quarter 2020, Customers adopted ASU 2016-13.ASC 326. Upon adoption, the allowance for credit lossesACL for loans and leases and lending-related unfunded commitments increased by $79.8 million and $3.4 million, respectively, with the after-tax cumulative effect recorded to retained earnings. Customers recorded $20.9$31.8 million and a credit of $0.4$0.8 million of provision for credit losses for loans and leases and lending-related commitments, respectively, for the three months ended June 30,March 31, 2020 utilizing the CECL methodology. The additional provision for credit losses during the three months ended June 30, 2020 resulted primarily from the impact of the reserve build due to changes in management's economic forecast since March 31, 2020 due to the COVID-19 pandemic, portfolio growth, and net charge-offs. Customers recorded $52.7 million and $0.4 million of provision for credit losses for loans and leases and lending-related commitments, respectively, for the six months ended June 30, 2020. The increase resulted primarily from the impact of reserve build for the COVID-19 pandemic,
pandemic, portfolio growth, and net-charge-offs. Net charge-offs for the three months ended March 31, 2020 were $18.7 million, or 79 basis points of average loans and leases on an annualized basis, primarily due to a partial charge off of $12.8 million for one commercial real estate collateral dependent loan.
Customers recorded a credit to provision for credit losses (a benefit) during the three months ended March 31, 2021, which resulted primarily from continued improvement in forecasts of macroeconomic conditions. Customers recorded a credit to provision for credit losses (a benefit) of $2.9 million and $1.3 million for loans and leases and lending-related commitments, respectively, for the three months ended March 31, 2021. Net charge-offs for the three months ended March 31, 2021 were $12.5 million, or 33 basis points of average loans and leases on an annualized basis, primarily due to $10.9 million of charge-offs for consumer installment loans consistent with the loan growth. For more information about the provision and ACL and our loss experience, see “Credit Risk” and “Asset Quality” herein.
NON-INTEREST INCOME
The table below presents the components of non-interest income for the three and six months ended June 30, 2020March 31, 2021 and 2019.2020.
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| | Three Months Ended June 30, | | | | QTD | | | | Six Months Ended June 30, | | | | YTD | | |
| (dollars in thousands) | 2020 | | 2019 | | Change | | % Change | | 2020 | | 2019 | | Change | | % Change |
| Interchange and card revenue | $ | 6,478 | | | $ | 6,760 | | | $ | (282) | | | (4.2) | % | | $ | 13,287 | | | $ | 15,565 | | | $ | (2,278) | | | (14.6) | % |
| Deposit fees | 3,321 | | | 3,348 | | | (27) | | | (0.8) | % | | 6,782 | | | 5,557 | | | 1,225 | | | 22.0 | % |
| Commercial lease income | 4,508 | | | 2,730 | | | 1,778 | | | 65.1 | % | | 8,776 | | | 5,131 | | | 3,645 | | | 71.0 | % |
| Bank-owned life insurance | 1,757 | | | 1,836 | | | (79) | | | (4.3) | % | | 3,519 | | | 3,653 | | | (134) | | | (3.7) | % |
| Mortgage warehouse transactional fees | 2,582 | | | 1,681 | | | 901 | | | 53.6 | % | | 4,533 | | | 2,995 | | | 1,538 | | | 51.4 | % |
| Gain (loss) on sale of SBA and other loans | 23 | | | — | | | 23 | | | NM | | 34 | | | — | | | 34 | | | NM |
| Mortgage banking income | 38 | | | 250 | | | (212) | | | (84.8) | % | | 334 | | | 417 | | | (83) | | | (19.9) | % |
| Loss upon acquisition of interest-only GNMA securities | — | | | (7,476) | | | 7,476 | | | NM | | — | | | (7,476) | | | 7,476 | | | NM |
| Gain (loss) on sale of investment securities | 4,353 | | | — | | | 4,353 | | | NM | | 8,328 | | | — | | | 8,328 | | | NM |
| Unrealized gain (loss) on investment securities | 1,200 | | | (347) | | | 1,547 | | | NM | | (178) | | | (345) | | | 167 | | | NM |
| Other | (2,024) | | | 3,254 | | | (5,278) | | | (162.2) | % | | (1,248) | | | 6,257 | | | (7,505) | | | (119.9) | % |
| Total non-interest income | $ | 22,236 | | | $ | 12,036 | | | $ | 10,200 | | | 84.7 | % | | $ | 44,167 | | | $ | 31,754 | | | $ | 12,413 | | | 39.1 | % |
Interchange and card revenue
The $0.3 million decrease in interchange and card revenue for the three months ended June 30, 2020 compared to the three months ended June 30, 2019 primarily resulted from lower activity volumes at the BankMobile segment, primarily due to COVID-19.
The $2.3 million decrease in interchange and card revenue for the six months ended June 30, 2020 compared to the six months ended June 30, 2019 primarily resulted from lower activity volumes at the BankMobile segment, primarily due to COVID-19.
Deposit fees
The $27 thousand decrease in deposit fees for the three months ended June 30, 2020 compared to the three months ended June 30, 2019 primarily resulted from lower activity volumes.
The $1.2 million increase in deposit fees for the six months ended June 30, 2020 compared to the six months ended June 30, 2019 primarily resulted from an increase in service charges on certain deposit accounts relating to a change in the fee structure at the BankMobile segment. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, | | | | | | |
| (dollars in thousands) | 2021 | | 2020 | | Change | | % Change | | | | | | | | |
| Interchange and card revenue | $ | 85 | | | $ | 270 | | | $ | (185) | | | (68.5) | % | | | | | | | | |
| Deposit fees | 863 | | | 551 | | | 312 | | | 56.6 | % | | | | | | | | |
| Commercial lease income | 5,205 | | | 4,268 | | | 937 | | | 22.0 | % | | | | | | | | |
| Bank-owned life insurance | 1,679 | | | 1,762 | | | (83) | | | (4.7) | % | | | | | | | | |
| Mortgage warehouse transactional fees | 4,247 | | | 1,952 | | | 2,295 | | | 117.6 | % | | | | | | | | |
| Gain (loss) on sale of SBA and other loans | 1,575 | | | 11 | | | 1,564 | | | 14,218.2 | % | | | | | | | | |
| Mortgage banking income | 463 | | | 296 | | | 167 | | | 56.4 | % | | | | | | | | |
| | | | | | | | | | | | | | | |
| Gain (loss) on sale of investment securities | 23,566 | | | 3,974 | | | 19,592 | | | 493.0 | % | | | | | | | | |
| Unrealized gain (loss) on investment securities | 974 | | | (1,378) | | | 2,352 | | | (170.7) | % | | | | | | | | |
| Unrealized gain (loss) on derivatives | 2,537 | | | (1,146) | | | 3,683 | | | (321.4) | % | | | | | | | | |
| Loss on cash flow hedge derivative terminations | (24,467) | | | — | | | (24,467) | | | NM | | | | | | | | |
| Other | 1,741 | | | 600 | | | 1,141 | | | 190.2 | % | | | | | | | | |
| Total non-interest income | $ | 18,468 | | | $ | 11,160 | | | $ | 7,308 | | | 65.5 | % | | | | | | | | |
Commercial lease income
Commercial lease income represents income earned on commercial operating leases originated by Customers' Equipment Finance Group in which Customers is the lessor. The $1.8$0.9 million increase in commercial lease income for the three months ended June 30, 2020March 31, 2021 compared to the three months ended June 30, 2019 primarily resulted from the continued growth of Customers' equipment finance business.
The $3.6 million increase in commercial lease income for the six months ended June 30,March 31, 2020 compared to the six months ended June 30, 2019 primarily resulted from the continued growth of Customers' equipment finance business.
Mortgage warehouse transactional fees
The $0.9$2.3 million increase in mortgage warehouse transactional fees for the three months ended June 30, 2020March 31, 2021 compared to the three months ended June 30, 2019March 31, 2020 primarily resulted from an increase in refinancing activity driven by the decline in market interest rates during the three months ended June 30, 2020March 31, 2021 compared to the three months ended June 30, 2019.March 31, 2020.
The $1.5$1.6 million increase in mortgage warehouse transactional feesgain on sale of SBA and other loans for the sixthree months ended June 30, 2020March 31, 2021 compared to the sixthree months ended June 30, 2019 primarily resulted fromMarch 31, 2020 reflects an increase in refinancing activity driven by the declinesales of $21.2 million in market interest ratesSBA loans during the sixthree months ended June 30, 2020March 31, 2021 compared to the sixthree months ended June 30, 2019.March 31, 2020.
Gain (loss) on sale of investment securities
The $4.4$19.6 million increase in gain (loss) on sale of investment securities for the three months ended June 30, 2020March 31, 2021 compared to the three months ended June 30, 2019March 31, 2020 reflects $4.4 million ofthe gains realized primarily from the sale of $30.0 million of corporate bonds and $6.3$330 million in non-agency-guaranteed collateralized mortgage obligationsAFS debt securities during the three months ended June 30, 2020.March 31, 2021.
The $8.3 million increase in gain (loss) on sale
Unrealized gain (loss) on investment securities
The $1.5$2.4 million increase in unrealized gain (loss) on investment securities for the three months ended June 30, 2020March 31, 2021 compared to the three months ended June 30, 2019March 31, 2020 reflects an increase in the fair valueunrealized gain of equity securities issued by a foreign entity for the three months ended June 30, 2020, respectively.March 31, 2021.
Unrealized gain (loss) on derivatives
The $0.2$3.7 million decreaseincrease in unrealized gain (loss) on investment securitiesderivatives for the sixthree months ended June 30, 2020March 31, 2021 compared to the sixthree months ended June 30, 2019 reflects a smaller declineMarch 31, 2020 primarily resulted from increases of $4.4 million in the fair value of equity securities issuedcredit valuation adjustment and credit derivatives due to changes in market interest rates, partially offset by a foreign entity for the six months ended June 30, 2020.$0.7 million decrease in interest rate swap fees.
Loss on acquisition of interest-only GNMA securitiescash flow hedge derivative terminations
The $7.5$24.5 million loss realized upon the acquisition of certain interest-only GNMA securities duringon cash flow hedge derivative terminations for the three and six months ended June 30, 2019 resulted from a mortgage warehouse customer that unexpectedly ceased operationsMarch 31, 2021 reflects the early terminations of derivatives designated in second quarter 2019. Customers took possessioncash flow hedging relationships and reclassification of the interest-only GNMA securities that served asrealized losses from accumulated other comprehensive income to earnings because the primary collateral for loans made to this mortgage warehouse customer. The shortfall in the fair valuehedged forecasted transactions were no longer probable of the interest-only GNMA securities upon acquisition resulted in a write-down of $7.5 million in second quarter 2019. Customers views this as an isolated event that is not indicative of the overall credit quality of the mortgage warehouse portfolio. There are no other loans in the mortgage warehouse portfolio secured by interest-only securities.occurring.
Other non-interest income
The $5.3$1.1 million decreaseincrease in other non-interest income for the three months ended June 30, 2020March 31, 2021 compared to the three months ended June 30, 2019March 31, 2020 primarily resulted from a negative mark-to-market derivative credit valuation adjustment of $3.3 million mostly resulting from an interest rate swap associated with a non-performing borrower, a market value adjustment loss on one loan held for sale of $1.5 million, and a decline in swap premiums of $0.9 million.
The $7.5 million decrease in other non-interest income for the six months ended June 30, 2020 compared to the six months ended June 30, 2019 primarily resulted from a negative credit value adjustment of $6.2 million, due to changes in market interest rates and from an interest rate swap associated with a non-performing borrower, and a market value adjustment loss on one loan held for sale of $1.5 million, partially offset by an increase of $0.8 million in swap premiumsgain from the sales of $0.6 million.
NON-INTEREST EXPENSE
The table below presents the components of non-interest expense for the three and six months ended June 30, 2020March 31, 2021 and 2019.2020.
| | | | Three Months Ended June 30, | | | QTD | | | Six Months Ended June 30, | | | YTD | | | Three Months Ended March 31, | | | |
| (dollars in thousands) | (dollars in thousands) | 2020 | | 2019 | | Change | | % Change | | 2020 | | 2019 | | Change | | % Change | (dollars in thousands) | 2021 | | 2020 | | Change | | % Change | |
| Salaries and employee benefits | Salaries and employee benefits | $ | 31,296 | | | $ | 26,920 | | | $ | 4,376 | | | 16.3 | % | | $ | 59,607 | | | $ | 52,743 | | | $ | 6,864 | | | 13.0 | % | Salaries and employee benefits | $ | 23,971 | | | $ | 20,523 | | | $ | 3,448 | | | 16.8 | % | |
| Technology, communication and bank operations | Technology, communication and bank operations | 13,310 | | | 12,402 | | | 908 | | | 7.3 | % | | 26,360 | | | 24,355 | | | 2,005 | | | 8.2 | % | Technology, communication and bank operations | 19,988 | | | 10,539 | | | 9,449 | | | 89.7 | % | |
| Professional services | Professional services | 4,552 | | | 5,718 | | | (1,166) | | | (20.4) | % | | 12,223 | | | 10,291 | | | 1,932 | | | 18.8 | % | Professional services | 6,289 | | | 3,544 | | | 2,745 | | | 77.5 | % | |
| Occupancy | Occupancy | 3,025 | | | 3,064 | | | (39) | | | (1.3) | % | | 6,057 | | | 5,967 | | | 90 | | | 1.5 | % | Occupancy | 2,621 | | | 2,613 | | | 8 | | | 0.3 | % | |
| Commercial lease depreciation | Commercial lease depreciation | 3,643 | | | 2,252 | | | 1,391 | | | 61.8 | % | | 7,070 | | | 4,174 | | | 2,896 | | | 69.4 | % | Commercial lease depreciation | 4,291 | | | 3,427 | | | 864 | | | 25.2 | % | |
| FDIC assessments, non-income taxes and regulatory fees | FDIC assessments, non-income taxes and regulatory fees | 2,368 | | | 2,157 | | | 211 | | | 8.9 | % | | 5,235 | | | 4,145 | | | 1,090 | | | 26.3 | % | FDIC assessments, non-income taxes and regulatory fees | 2,719 | | | 2,867 | | | (148) | | | (5.2) | % | |
| Provision for operating losses | 1,068 | | | 2,446 | | | (1,378) | | | (56.3) | % | | 1,980 | | | 4,225 | | | (2,245) | | | (53.1) | % | |
| Advertising and promotion | 582 | | | 1,360 | | | (778) | | | (57.2) | % | | 2,222 | | | 2,169 | | | 53 | | | 2.4 | % | |
| | Merger and acquisition related expenses | Merger and acquisition related expenses | 25 | | | — | | | 25 | | | NM | | 75 | | | — | | | 75 | | | NM | Merger and acquisition related expenses | 418 | | | — | | | 418 | | | NM | |
| Loan workout | Loan workout | 1,808 | | | 643 | | | 1,165 | | | 181.2 | % | | 2,175 | | | 963 | | | 1,212 | | | 125.9 | % | Loan workout | (261) | | | 366 | | | (627) | | | (171.3) | % | |
| Other real estate owned | 12 | | | (14) | | | 26 | | | (185.7) | % | | 20 | | | 43 | | | (23) | | | (53.5) | % | |
| Advertising and promotion | | Advertising and promotion | 561 | | | 1,424 | | | (863) | | | (60.6) | % | |
| | Other | Other | 1,817 | | | 2,634 | | | (817) | | | (31.0) | % | | 6,941 | | | 4,491 | | | 2,450 | | | 54.6 | % | Other | 1,330 | | | 3,664 | | | (2,334) | | | (63.7) | % | |
| Total non-interest expense | Total non-interest expense | $ | 63,506 | | | $ | 59,582 | | | $ | 3,924 | | | 6.6 | % | | $ | 129,965 | | | $ | 113,566 | | | $ | 16,399 | | | 14.4 | % | Total non-interest expense | $ | 61,927 | | | $ | 48,967 | | | $ | 12,960 | | | 26.5 | % | |
Salaries and employee benefits
The $4.4$3.4 million increase in salaries and employee benefits for the three months ended June 30, 2020March 31, 2021 compared to the three months ended June 30, 2019March 31, 2020 primarily resulted from an increase in average full-time equivalent team members andneeded for future growth, annual merit increases.
The $6.9 million increase in salariesincreases, and employee benefits for the six months ended June 30, 2020 compared to the six months ended June 30, 2019 primarily resulted from an increase in average full-time equivalent team members and annual merit increases.incentive accruals tied to Customers' overall performance.
Technology, communication, and bank operations
The $0.9$9.4 million increase in technology, communication, and bank operations expense for the three months ended June 30, 2020March 31, 2021 compared to the three months ended June 30, 2019March 31, 2020 primarily resulted from increases in deposit servicing fees and interchange maintenance fees paid to BM Technologies, the continued investment in Customers' white label partnershipsuccessor entity to BMT that was divested on January 4, 2021, due to higher deposits and digital transformation efforts.
The $2.0 million increase in technology, communication, and bank operations expense for the six months ended June 30, 2020 compareddebit card transactions. See "NOTE 3 – DISCONTINUED OPERATIONS" to the six months ended June 30, 2019 primarily resulted from the continued investment in Customers' white label partnership and digital transformation efforts.unaudited consolidated financial statements for additional information.
Professional services
The $1.2$2.7 million decreaseincrease in professional services for the three months ended June 30, 2020March 31, 2021 compared to the three months ended June 30, 2019March 31, 2020 was primarily resulted from management's continued effortsdue to monitor and control expenses.
The $1.9 million increase inoutside professional services forused to support the six months ended June 30, 2020 compared to the six months ended June 30, 2019 primarily resulted from consulting services associated with supporting Customers' white label partnershipPPP forgiveness process and digital transformation efforts, partially offset by management's continued efforts to monitor and control expenses.our participation in PPP round 3.
Commercial lease depreciation
The $1.4$0.9 million increase in commercial lease depreciation for the three months ended June 30, 2020March 31, 2021 compared to the three months ended June 30, 2019March 31, 2020 primarily resulted from the continued growth of the operating lease arrangements originated by Customers' Equipment Finance Group in which Customers is the lessor.
Merger and acquisition related expenses The $2.9$0.4 million increase in commercial lease depreciation for the six months ended June 30, 2020 compared to the six months ended June 30, 2019 primarily resulted from the continued growth of the operating lease arrangements originated by Customers' Equipment Finance Group in which Customers is the lessor.
FDIC assessments, non-income taxes,merger and regulatory fees
The $0.2 million increase in FDIC assessments, non-income taxes, and regulatory feesacquisition related expenses for the three months ended June 30, 2020March 31, 2021 compared to the three months ended June 30, 2019March 31, 2020 primarily resulted from higher fees resulting from management's decision to growdirect costs incurred in the balance sheet beyond $10 billion in assets, as higher premiums become applicable.merger of BMT and MFAC that was completed on January 4, 2021.
Loan workout
The $1.1 million increase in FDIC assessments, non-income taxes, and regulatory fees for the six months ended June 30, 2020 compared to the six months ended June 30, 2019 primarily resulted from higher fees resulting from management's decision to grow the balance sheet beyond $10 billion in assets, as higher premiums become applicable.
Provision for operating losses
The provision for operating losses primarily consists of losses resulting from fraud or theft-based transactions that have generally been disputed by deposit account holders. The $1.4$0.6 million decrease in provision for operating lossesloan workout for the three months ended June 30, 2020March 31, 2021 compared to the three months ended June 30, 2019March 31, 2020 primarily resulted from initiatives implemented by management to reduce fraud and theft-based losses during the three months ended June 30, 2020.
The $2.2 million decrease in provision for operating losses for the six months ended June 30, 2020 compared to the six months ended June 30, 2019 primarily resulteda recovery from initiatives implemented by management to reduce fraud and theft-based losses during the six months ended June 30, 2020.a commercial relationship.
Advertising and promotion expenses
The $0.8$0.9 million decrease in advertising and promotion expenses for the three months ended June 30, 2020March 31, 2021 compared to the three months ended June 30, 2019March 31, 2020 primarily resulted from a reduction in the promotion of Customers' digital banking products and service offerings available through BankMobile and its white label partnership.
The $0.1 million increase in advertising and promotion expenses for the six months ended June 30, 2020 compared to the six months ended June 30, 2019 primarily resulted from the promotion of Customers' digital banking products and service offerings available through BankMobile and its white label partnership, primarily in first quarter 2020.offerings.
Other non-interest expense
The $0.8$2.3 million decrease in other non-interest expense for the three months ended June 30, 2020March 31, 2021 compared to the three months ended June 30, 2019March 31, 2020 primarily resulted from a reduction in certain product development costs related to Customers' white label partnership.
The $2.5 million increase in other non-interest expense for the six months ended June 30, 2020 compared to the six months ended June 30, 2019 primarily resulted from a legal contingency accrual of $1.0 million related to the settlementcredit or release of the previously disclosed DOE matterreserve for unfunded commitments of $1.3 million during the three months ended March 31, 2020, certain product development costs related2021 compared to our white label partnership, and an increase ina provision or addition to the provisionreserve for credit losses on off-balance sheet credit exposuresunfunded commitments of $0.4$0.8 million coinciding withduring the adoption of CECL and the impact of COVID-19.three months ended March 31, 2020.
INCOME TAXES
The table below presents income tax expense and the effective tax rate for the three and six months ended June 30, 2020March 31, 2021 and 2019.2020.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | | | QTD | | | | Six Months Ended June 30, | | | | YTD | | |
| (dollars in thousands) | 2020 | | 2019 | | Change | | % Change | | 2020 | | 2019 | | Change | | % Change |
| Income before income tax expense | $ | 29,766 | | | $ | 11,787 | | | $ | 17,979 | | | 152.5 | % | | $ | 34,772 | | | $ | 32,058 | | | $ | 2,714 | | | 8.5 | % |
| Income tax expense | $ | 7,048 | | | $ | 2,491 | | | $ | 4,557 | | | 182.9 | % | | $ | 8,955 | | | $ | 7,323 | | | $ | 1,632 | | | 22.3 | % |
| Effective tax rate | 23.68 | % | | 21.13 | % | | | | | | 25.75 | % | | 22.84 | % | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | | | | | |
| (dollars in thousands) | 2021 | | 2020 | | Change | | % Change | | | | | | | | |
| Income before income tax expense | $ | 92,191 | | | $ | 11,728 | | | $ | 80,463 | | | 686.1 | % | | | | | | | | |
| Income tax expense | 17,560 | | | 3,274 | | | 14,286 | | | 436.3 | % | | | | | | | | |
| Effective tax rate | 19.05 | % | | 27.92 | % | | | | | | | | | | | | |
The $4.6$14.3 million increase in income tax expense for the three months ended June 30, 2020,March 31, 2021, when compared to the same period in the prior year, primarily resulted from an increase in pre-tax income and a favorable return to provision adjustmentincome. The decrease in the effective tax rate for the three months ended June 30, 2019. The increase in the effective tax for the three months ended June 30, 2020, when compared to the same period in the prior year, primary resulted from the favorable return to provision adjustment, which decreased tax expense for the three months ended June 30, 2019.
The $1.6 million increase in income tax expense for the six months ended June 30, 2020,March 31, 2021, when compared to the same period in the prior year, primarily resulted from an increase in pre-tax incomeinvestment tax credits in 2021 and the recording of net discrete provision items which increasedtax benefits associated with the divestiture of BMT and the recognition of a deferred tax asset related to the outside basis difference of foreign subsidiaries.
NET LOSS FROM DISCONTINUED OPERATIONS
On January 4, 2021, Customers Bancorp completed the previously announced divestiture of BMT, the technology arm of its BankMobile segment, to MFAC Merger Sub Inc., an indirect wholly-owned subsidiary of MFAC, pursuant to an Agreement and Plan of Merger, dated August 6, 2020, by and among Megalith, MFAC Merger Sub Inc., BMT, Customers Bank, the sole stockholder of BMT, and Customers Bancorp, the parent bank holding company for Customers Bank (as amended on November 2, 2020 and December 8, 2020). In connection with the closing of the divestiture, MFAC changed its name to “BM Technologies, Inc.” Following the completion of the divestiture of BMT, BankMobile's serviced deposits and loans and the related net interest income have been combined with Customers' financial condition and the results of operations as a single reportable segment.
The assets and liabilities of BMT have been presented as "Assets of discontinued operations" and "Liabilities of discontinued operations" on the consolidated balance sheet at December 31, 2020. BMT's operating results and associated cash flows have been presented as "Discontinued operations" within the accompanying unaudited consolidated financial statements and prior period amounts have been reclassified to conform with the current period presentation.
The table below presents the loss from discontinued operations, net of income taxes for the three months ended March 31, 2021 and 2020.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | | | | | |
| (dollars in thousands) | 2021 | | 2020 | | Change | | % Change | | | | | | | | |
| Loss from discontinued operations before income taxes | $ | (20,354) | | | $ | (6,722) | | | $ | (13,632) | | | 202.8 | % | | | | | | | | |
| Income tax expense (benefit) from discontinued operations | 17,682 | | | (1,368) | | | 19,050 | | | (1,392.5) | % | | | | | | | | |
| Net loss from discontinued operations | $ | (38,036) | | | $ | (5,354) | | | $ | (32,682) | | | 610.4 | % | | | | | | | | |
Loss from discontinued operations of $20.4 million for the three months ended March 31, 2021 consisted of restricted stock awards in BM Technologies' common stock distributed to certain team members of BMT in the form of severance payments and compensation costs for the restricted stock units of Customers Bancorp previously granted to certain team members of BMT that vested upon completion of the divestiture.
Income tax expense from discontinued operations of $17.7 million for the sixthree months ended June 30, 2020, compared to a favorable return to provision adjustment for the six months ended June 30, 2019. The increase in the effective tax for the six months ended June 30, 2020, when compared to the same period in the prior year, primaryMarch 31, 2021 resulted from the discrete provision items, which increasedeffect of the divestiture being treated as a taxable asset sale for tax purposes, offset in part by tax benefits related to the restricted stock awards in BM Technologies's common stock and vesting of restricted stock units of Customers Bancorp to certain team members of BMT.
In connection with the divestiture, Customers has also entered into various agreements with BM Technologies, including a transition services agreement, software license agreement, deposit servicing agreement, non-competition agreement and loan agreement for periods ranging from one to ten years. Customers incurred expenses of $13.7 million to BM Technologies under the deposit servicing agreement included in technology, communication and bank operations within the income tax expense forfrom continuing operations during the sixthree months ended June 30, 2020, comparedMarch 31, 2021. Refer to a favorable return"NOTE 3 – DISCONTINUED OPERATIONS" to provision adjustment, which lowered income tax expensethe unaudited consolidated financial statements for the six months ended June 30, 2019.additional information.
PREFERRED STOCK DIVIDENDS
Preferred stock dividends were $3.4 million and $3.6 million for both the three months ended June 30,March 31, 2021 and 2020, and 2019.respectively. There were no changes to the amount of preferred stock outstanding or the dividends paid during the three months ended June 30, 2020March 31, 2021 and 2019.2020. On June 15, 2020, Series C preferred stock became floating at three-month LIBOR plus 5.300%5.30%, compared to a fixed rate of 7.00%.
Preferred stock dividends were $7.2 million for both the six months ended June 30, 2020 and 2019. There were no changes to the amount of preferred stock outstanding or the dividends paid during the six months ended June 30, 2020 and 2019. On JuneMarch 15, 2020,2021, Series CD preferred stock became floating at three-month LIBOR plus 5.300%5.09%, or 5.27%, compared to a fixed rate of 7.00%6.50%.
Financial Condition
General
Customers' total assets were $17.9$18.8 billion at June 30, 2020.March 31, 2021. This represented a $6.4 billion$378.4 million increase from total assets of $11.5$18.4 billion at December 31, 2019.2020. The increase in total assets was primarily driven by increases of $4.8 billion$616.7 million in PPP loans, $854.8$231.6 million in cashinvestment securities, $33.0 million in other assets and cash equivalents, $547.4a decrease in ACL of $15.4 million, partially offset by decreases of $208.8 million in loans receivable, mortgage warehouse, at fair value, $286.2$178.0 million in other assets,cash and $85.5cash equivalents, $38.9 million in investment securities, partially offset by an increaseloans and leases receivable, $33.0 million in allowanceloans held for loansale and lease losses$62.1 million in assets of $103.5 million.discontinued operations. Customers completed the previously announced divestiture of BMT, the technology arm of its BankMobile segment, on January 4, 2021.
Total liabilities were $16.9$17.6 billion at June 30, 2020.March 31, 2021. This represented a $6.4 billion$306.8 million increase from $10.5$17.3 billion at December 31, 2019.2020. The increase in total liabilities primarily resulted from increases of $4.4 billion in the PPPLF, $2.3$1.2 billion in total deposits, $115.0 million in federal funds purchased and $228.1$199.7 million in accrued interest payable and other liabilities, partially offset by decreases of $1.1 billion in part by a reductionthe PPPLF and $39.7 million in federal funds purchasedliabilities of $0.5 billion.
The following table presents certain key condensed balance sheet data as of June 30, 2020March 31, 2021 and December 31, 2019:2020:
| | (dollars in thousands) | (dollars in thousands) | June 30,
2020 | | December 31,
2019 | | Change | | % Change | (dollars in thousands) | March 31,
2021 | | December 31,
2020 | | Change | | % Change |
| Cash and cash equivalents | Cash and cash equivalents | $ | 1,067,330 | | | $ | 212,505 | | | $ | 854,825 | | | 402.3 | % | Cash and cash equivalents | $ | 515,364 | | | $ | 693,354 | | | $ | (177,990) | | | (25.7) | % |
| Investment securities, at fair value | Investment securities, at fair value | 681,382 | | | 595,876 | | | 85,506 | | | 14.3 | % | Investment securities, at fair value | 1,441,904 | | | 1,210,285 | | | 231,619 | | | 19.1 | % |
| Loans held for sale | Loans held for sale | 464,164 | | | 486,328 | | | (22,164) | | | (4.6) | % | Loans held for sale | 46,106 | | | 79,086 | | | (32,980) | | | (41.7) | % |
| Loans receivable, mortgage warehouse, at fair value | Loans receivable, mortgage warehouse, at fair value | 2,793,164 | | | 2,245,758 | | | 547,406 | | | 24.4 | % | Loans receivable, mortgage warehouse, at fair value | 3,407,622 | | | 3,616,432 | | | (208,810) | | | (5.8) | % |
| Loans receivable, PPP | Loans receivable, PPP | 4,760,427 | | | — | | | 4,760,427 | | | NM | Loans receivable, PPP | 5,178,089 | | | 4,561,365 | | | 616,724 | | | 13.5 | % |
| Loans and leases receivable | Loans and leases receivable | 7,272,447 | | | 7,318,988 | | | (46,541) | | | (0.6) | % | Loans and leases receivable | 7,536,489 | | | 7,575,368 | | | (38,879) | | | (0.5) | % |
| Allowance for credit losses on loan and lease losses | (159,905) | | | (56,379) | | | (103,526) | | | 183.6 | % | |
| Allowance for credit losses on loan and leases | | Allowance for credit losses on loan and leases | (128,736) | | | (144,176) | | | 15,440 | | | (10.7) | % |
| Other assets | | Other assets | 371,439 | | | 338,438 | | | 33,001 | | | 9.8 | % |
| Assets of discontinued operations | | Assets of discontinued operations | — | | | 62,055 | | | (62,055) | | | (100.0) | % |
| Total assets | Total assets | 17,903,118 | | | 11,520,717 | | | 6,382,401 | | | 55.4 | % | Total assets | 18,817,660 | | | 18,439,248 | | | 378,412 | | | 2.1 | % |
| Total deposits | Total deposits | 10,965,875 | | | 8,648,936 | | | 2,316,939 | | | 26.8 | % | Total deposits | 12,472,440 | | | 11,309,929 | | | 1,162,511 | | | 10.3 | % |
| | Federal funds purchased | Federal funds purchased | — | | | 538,000 | | | (538,000) | | | (100.0) | % | Federal funds purchased | 365,000 | | | 250,000 | | | 115,000 | | | 46.0 | % |
| FHLB advances | FHLB advances | 850,000 | | | 850,000 | | | — | | | — | % | FHLB advances | 850,000 | | | 850,000 | | | — | | | — | % |
| Other borrowings | Other borrowings | 123,833 | | | 123,630 | | | 203 | | | 0.2 | % | Other borrowings | 124,138 | | | 124,037 | | | 101 | | | 0.1 | % |
| Subordinated debt | Subordinated debt | 181,255 | | | 181,115 | | | 140 | | | 0.1 | % | Subordinated debt | 181,464 | | | 181,394 | | | 70 | | | — | % |
| FRB PPP liquidity facility | FRB PPP liquidity facility | 4,419,967 | | | — | | | 4,419,967 | | | NM | FRB PPP liquidity facility | 3,284,156 | | | 4,415,016 | | | (1,130,860) | | | (25.6) | % |
| Accrued interest payable and other liabilities | | Accrued interest payable and other liabilities | 351,741 | | | 152,082 | | | 199,659 | | | 131.3 | % |
| Liabilities of discontinued operations | | Liabilities of discontinued operations | — | | | 39,704 | | | (39,704) | | | (100.0) | % |
| Total liabilities | Total liabilities | 16,895,271 | | | 10,467,922 | | | 6,427,349 | | | 61.4 | % | Total liabilities | 17,628,939 | | | 17,322,162 | | | 306,777 | | | 1.8 | % |
| Total shareholders’ equity | Total shareholders’ equity | 1,007,847 | | | 1,052,795 | | | (44,948) | | | (4.3) | % | Total shareholders’ equity | 1,188,721 | | | 1,117,086 | | | 71,635 | | | 6.4 | % |
| Total liabilities and shareholders’ equity | Total liabilities and shareholders’ equity | $ | 17,903,118 | | | $ | 11,520,717 | | | $ | 6,382,401 | | | 55.4 | % | Total liabilities and shareholders’ equity | $ | 18,817,660 | | | $ | 18,439,248 | | | $ | 378,412 | | | 2.1 | % |
Cash and Cash Equivalents
Cash and cash equivalents include cash and due from banks and interest-earning deposits. Cash and due from banks consists mainly of vault cash and cash items in the process of collection. Cash and due from banks were $44.6$3.1 million and $33.1$78.1 million at June 30, 2020March 31, 2021 and December 31, 2019,2020, respectively. Cash and due from banks balances vary from day to day, primarily due to variations in customers’ deposit activities with the Bank.
Interest-earning deposits consist of cash deposited at other banks, primarily the FRB. Interest-earning deposits were $1.0 billion$512.2 million and $179.4$615.3 million at June 30, 2020March 31, 2021 and December 31, 2019,2020, respectively. The balance of interest-earning deposits varies from day to day, depending on several factors, such as fluctuations in customers' deposits with Customers, payment of checks drawn on customers' accounts and strategic investment decisions made to maximize Customers' net interest income, while effectively managing interest-rate risk and liquidity. The increasedecrease in interest-earning deposits since December 31, 20192020 primarily resulted from increased brokered deposits usedlower funding needs for loan originations at March 31, 2021 as bridge financing for the origination of PPP loans until the loans were pledged as eligible collateralcompared to the FRB PPPLF.December 31, 2020.
Investment Securities
The investment securities portfolio is an important source of interest income and liquidity. It consists primarily of mortgage-backed securities and collateralized mortgage obligations (guaranteed by an agencyagencies of the United States government),; United States government agencies securities; asset-backed securities; collateralized loan obligations; private label collateralized mortgage obligations and commercial mortgage-backed securities, state and political subdivision debt securities, corporate securities, interest-only GNMA securities,notes, and marketable equity securities. In addition to generating revenue, the investment portfolio is maintained to manage interest-rate risk, provide liquidity, serve as collateral for other borrowings, and diversify the credit risk of interest-earning assets. The portfolio is structured to optimize net interest income given the changes in the economic environment, liquidity position and balance sheet mix.
At June 30, 2020,March 31, 2021, investment securities totaled $681.4 million$1.4 billion compared to $595.9 million$1.2 billion at December 31, 2019.2020. The increase in investment securities primarily resulted from the purchases of collateralized loan obligations, U.S. government agency securities, agency-guaranteed mortgage-backed securities,collateralized mortgage obligations, private label collateralized mortgage obligations, state and political subdivision debt securities, commercial mortgage-backed securities and corporate securitiesnotes totaling $280.4 million, and unrealized gains of $17.9$590 million, partially offset by the sale of $142.8$354 million of U.S. government agencies securities, agency-guaranteed mortgage-backed securities, corporate bonds, of which $33.6 million was settled in July 2020, andnotes, non-agency-guaranteed collateralized mortgage obligations, and maturities, calls and principal repayments totaling $78.5$62.3 million for the sixthree months ended June 30, 2020.March 31, 2021.
For financial reporting purposes, available for saleAFS debt securities are carried at fair value. Unrealized gains and losses on available for saleAFS debt securities are included in other comprehensive income (loss) and reported as a separate component of shareholders’ equity, net of the related tax effect. Changes in the fair value of marketable equity securities and securities reported at fair value based on a fair value option election are recorded in non-interest income in the period in which they occur.
LOANS AND LEASES
Existing lending relationships are primarily with small and middle market businesses and individual consumers primarily in Southeastern Pennsylvania (Bucks, Berks, Chester, Philadelphia and Delaware Counties); Rye Brook, New York (Westchester County); Hamilton, New Jersey (Mercer County); Boston, Massachusetts; Providence, Rhode Island; Portsmouth, New Hampshire (Rockingham County); Manhattan and Melville, New York; Washington, D.C. and Chicago, Illinois. The portfolio of loans to mortgage banking businesses is nationwide. The loan portfolio consists primarily of loans to support mortgage banking companies’ funding needs, multi-family/commercial real estate and commercial and industrial loans. Customers continues to focus on small and middle market business loans to grow its commercial lending efforts, particularly its commercial and industrial loan and lease portfolio and its specialty mortgage lending business. Customers also focuses its lending efforts on local-market mortgage and home equity lending and the origination and purchase of unsecured consumer loans (other consumer(installment loans), including personal, student loan refinancing, and home improvement loans through arrangements with fintech companies and other market place lenders for both the Customers Bank Business Banking and BankMobile segments nationwide.
Commercial Lending
Customers' commercial lending is divided into five groups: Business Banking, Small and Middle Market Business Banking, Multi-Family and Commercial Real Estate Lending, Mortgage Banking Lending, and Equipment Finance. This grouping is designed to allow for greater resource deployment, higher standards of risk management, strong asset quality, lower interest-rate risk and higher productivity levels.
The commercial lending group focuses primarily on companies with annual revenues ranging from $1 million to $100 million, which typically have credit requirements between $0.5 million and $10 million.
As of June 30, 2020,March 31, 2021, Customers had $13.6$14.4 billion in commercial loans outstanding, totaling approximately 89.0%89.1% of its total loan and lease portfolio, which includes loans held for sale and loans receivable, mortgage warehouse, at fair value and PPP loans, compared to commercial loans outstanding of $8.4$14.2 billion, comprising approximately 83.8%89.8% of its total loan and lease portfolio, at December 31, 2019.2020. Included in the $13.6$14.4 billion in commercial loans outstanding as of June 30, 2020March 31, 2021 was $4.8$5.2 billion of PPP loans that Customers originated during the three months ended June 30, 2020.loans. The PPP loans are fully guaranteed by the SBA and earn a fixed interest rate of 1.00%.
The small and middle market business banking platform originates loans, including SBA loans, through the branch network sales force and a team of dedicated relationship managers. The support administration of this platform is centralized, including risk management, product management, marketing, performance tracking and overall strategy. Credit and sales training has been established for Customers' sales force, ensuring that it has small business experts in place providing appropriate financial solutions to the small business owners in its communities. AThe division approach focuses on industries that offer high asset quality and are deposit rich to drive profitability.
Customers' lending to mortgage banking businesses primarily provides financing to mortgage bankers for residential mortgage originations from loan closing until sale in the secondary market. Many providers of liquidity in this segment exited the business in 2009 during a period of market turmoil. Customers saw an opportunity to provide liquidity to this business segment at attractive spreads, generate fee income and attract escrow deposits. The underlying residential loans are taken as collateral for Customers' commercial loans to the mortgage companies. As of June 30, 2020March 31, 2021 and December 31, 2019,2020, commercial loans to mortgage banking businesses totaled $2.8$3.4 billion and $2.2$3.6 billion, respectively, and are reported as loans receivable, mortgage warehouse, at fair value on the consolidated balance sheet.
Customers intends to continue to deemphasize its lower-yielding multi-family loan portfolio, and invest in high credit quality higher-yielding commercial and industrial loans with the multi-family run-off. Customers' multi-family lending group continues to focus on retaining a portfolio of high-quality multi-family loans within Customers' covered markets while cross-selling other products and services. These lending activities primarily target the refinancing of loans with other banks using conservative underwriting standards
and provide purchase money for new acquisitions by borrowers. The primary collateral for these loans is a first lien mortgage on the multi-family property, plus an assignment of all leases related to such property. As of June 30, 2020,March 31, 2021, Customers had multi-family loans of $2.0$1.7 billion outstanding, comprising approximately 13.2%10.3% of the total loan and lease portfolio, compared to $2.4$1.8 billion, or approximately 23.8%11.1% of the total loan and lease portfolio, at December 31, 2019.2020.
The Equipment Finance Group offers equipment financing and leasing products and services for a broad range of asset classes. It services vendors, dealers, independent finance companies, bank-owned leasing companies and strategic direct customers in the plastics, packaging, machine tool, construction, transportation and franchise markets. As of June 30, 2020March 31, 2021 and December 31, 2019,2020, Customers
had $283.1$304.8 million and $263.9$288.4 million, respectively, of equipment finance loans outstanding. As of June 30, 2020March 31, 2021 and December 31, 2019,2020, Customers had $96.4$107.1 million and $89.2$108.0 million of equipment finance leases, respectively. As of June 30, 2020March 31, 2021 and December 31, 2019,2020, Customers had $95.5$103.5 million and $93.6$102.9 million, respectively, of operating leases entered into under this program, net of accumulated depreciation of $21.333.2 million and $14.328.9 million, respectively.
On March 27, 2020, the CARES Act was signed by President Trump,into law and which created funding for a new product called the PPP. The PPP is administered by the SBA and is intended to assist organizations with payroll related expenses. Customers, directly or through fintech partnerships, had $4.8$5.2 billion and $4.6 billion of PPP loans outstanding as of June 30,March 31, 2021 and December 31, 2020, respectively, which are fully guaranteed by the SBA and earn a fixed interest rate of 1.00%. The average loan size of the PPP portfolio from the first two rounds is approximately $50 thousand.thousand, and $20 thousand from the third round.
Consumer Lending
Customers provides unsecured consumer loans, residential mortgage, and home equity loans to customers. The other consumerinstallment loan portfolio consists largely of originated and purchased personal, student loan refinancing and home improvement loans. None of the loans are considered sub-prime at the time of origination. Customers considers sub-prime borrowers to be those with FICO scores below 660. Customers has been selective in the consumer loans it has been purchasing. Home equity lending is offered to solidify customer relationships and grow relationship revenues in the long term. This lending is important in Customers' efforts to grow total relationship revenues for its consumer households. As of June 30, 2020,March 31, 2021, Customers had $1.7$1.8 billion in consumer loans outstanding, or 11.0%10.9% of the total loan and lease portfolio, compared to $1.6 billion, or 16.2%10.3% of the total loan and lease portfolio, as of December 31, 2019. Customers intends to temper its growth in consumer loans for the remainder of 2020.
Purchases and sales of consumer loans were as follows for the three and six months ended June 30, 2020March 31, 2021 and 2019:2020:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | | | Six Months Ended June 30, | | |
| (amounts in thousands) | 2020 | | 2019 | | 2020 | | 2019 |
Purchases (1) | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Residential real estate | $ | — | | | $ | 39,474 | | | $ | 495 | | | $ | 105,858 | |
| | | | | | | |
Other consumer (2) | 18,008 | | | 384,116 | | | 209,768 | | | 450,252 | |
| Total | $ | 18,008 | | | $ | 423,590 | | | $ | 210,263 | | | $ | 556,110 | |
Sales (3) | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Other consumer | — | | | — | | | 1,822 | | | — | |
| Total | $ | — | | | $ | — | | | $ | 1,822 | | | $ | — | |
| | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | |
| (amounts in thousands) | 2021 | | 2020 | | | | |
Purchases (1) | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Residential real estate | $ | — | | $ | 495 | | | | |
| | | | | | | |
Installment (2) | 115,849 | | 191,761 | | | | |
| Total | $ | 115,849 | | $ | 192,256 | | | | |
Sales (3) | | | | | | | |
| | | | | | | |
| Commercial and industrial | $ | 18,931 | | $ | — | | | | |
| Commercial real estate owner occupied | 2,237 | | — | | | | |
| Commercial real estate non-owner occupied | 18,366 | | — | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Installment | — | | 1,822 | | | | |
| Total | $ | 39,534 | | $ | 1,822 | | | | |
(1)Amounts reported in the above table are the unpaid principal balance at time of purchase. The purchase price was 98.5%101.0% and 100.6% of loans outstandingthe loans' unpaid principal balance during the three months ended March 31, 2021 and 2020, respectively.
(2)Installment loan purchases for the three months ended June 30,March 31, 2021 and 2020 and 2019, respectively. The purchase price was 100.4% and 99.9% of loans outstanding for the six months ended June 30, 2020 and 2019, respectively.
(2)Other consumer loan purchases for the three and six months ended June 30, 2020 and 2019 consist of third-party originated unsecured consumer loans. None of the loans are considered sub-prime at the time of origination. Customers considers sub-prime borrowers to be those with FICO scores below 660.
(3)Amounts reported in the above table are the unpaid principal balance at time of sale. There were noFor the quarters ended March 31, 2021 and 2020, loan sales resulted in the threenet gains of $1.6 million and six months ended June 30, 2019.$11 thousand, respectively.
Loans Held for Sale
The composition of loans held for sale as of June 30, 2020March 31, 2021 and December 31, 20192020 was as follows:
| | | | | | | | | | | |
| (amounts in thousands) | June 30, 2020 | | December 31, 2019 |
| Commercial loans: | | | |
| Multi-family loans, at lower of cost or fair value | $ | 441,732 | | | $ | 482,873 | |
| Commercial mortgage loans, at lower of cost or fair value | 17,600 | | | — | |
| Total commercial loans held for sale | 459,332 | | | 482,873 | |
| Consumer loans: | | | |
| Home equity conversion mortgages, at lower of cost or fair value | 1,325 | | | 1,325 | |
| Residential mortgage loans, at fair value | 3,507 | | | 2,130 | |
| Total consumer loans held for sale | 4,832 | | | 3,455 | |
| Loans held for sale | $ | 464,164 | | | $ | 486,328 | |
| | | | | | | | | | | |
| (amounts in thousands) | March 31, 2021 | | December 31, 2020 |
| Commercial loans: | | | |
| Multi-family loans, at lower of cost or fair value | $ | 19,251 | | | $ | — | |
| Commercial and industrial loans, at lower of cost or fair value | — | | | 55,683 | |
| Commercial real estate non-owner occupied loans, at lower of cost or fair value | — | | | 17,251 | |
| Total commercial loans held for sale | 19,251 | | | 72,934 | |
| Consumer loans: | | | |
| Home equity conversion mortgages, at lower of cost or fair value | 643 | | | 643 | |
| Residential mortgage loans, at fair value | 1,205 | | | 5,509 | |
| Installment loans, at lower of cost or fair value | 25,007 | | | — | |
| Total consumer loans held for sale | 26,855 | | | 6,152 | |
| Loans held for sale | $ | 46,106 | | | $ | 79,086 | |
At June 30, 2020,March 31, 2021, loans held for sale totaled $464.2$46.1 million, or 3.04%0.29% of the total loan and lease portfolio, and $486.3$79.1 million, or 4.84%0.50% of the total loan and lease portfolio, at December 31, 2019. 2020.
Loans held for sale are carried on the balance sheet at either fair value (due to the election of the fair value option) or at the lower of cost or fair value. An ACL is not recorded on loans that are classified as held for sale.
Total Loans and Leases Receivable
The composition of total loans and leases receivable (excluding loans held for sale) was as follows:
| | (amounts in thousands) | (amounts in thousands) | June 30, 2020 | | December 31, 2019 | (amounts in thousands) | March 31, 2021 | | December 31, 2020 |
| Loans and leases receivable, mortgage warehouse, at fair value | Loans and leases receivable, mortgage warehouse, at fair value | $ | 2,793,164 | | | $ | 2,245,758 | | Loans and leases receivable, mortgage warehouse, at fair value | $ | 3,407,622 | | | $ | 3,616,432 | |
| Loans receivable, PPP | Loans receivable, PPP | 4,760,427 | | | — | | Loans receivable, PPP | 5,178,089 | | | 4,561,365 | |
| Loans receivable: | Loans receivable: | | Loans receivable: | |
| Commercial: | Commercial: | | Commercial: | |
| Multi-family | Multi-family | 1,581,839 | | | 1,907,331 | | Multi-family | 1,640,278 | | | 1,761,301 | |
Commercial and industrial (1) | Commercial and industrial (1) | 2,099,442 | | | 1,891,152 | | Commercial and industrial (1) | 2,220,652 | | | 2,289,441 | |
| Commercial real estate owner occupied | Commercial real estate owner occupied | 544,772 | | | 551,948 | | Commercial real estate owner occupied | 590,093 | | | 572,338 | |
| Commercial real estate non-owner occupied | Commercial real estate non-owner occupied | 1,244,773 | | | 1,222,772 | | Commercial real estate non-owner occupied | 1,194,832 | | | 1,196,564 | |
| Construction | Construction | 128,834 | | | 117,617 | | Construction | 156,837 | | | 140,905 | |
| Total commercial loans and leases receivable | Total commercial loans and leases receivable | 5,599,660 | | | 5,690,820 | | Total commercial loans and leases receivable | 5,802,692 | | | 5,960,549 | |
| Consumer: | Consumer: | | Consumer: | |
| Residential real estate | Residential real estate | 348,109 | | | 382,634 | | Residential real estate | 293,805 | | | 317,170 | |
| Manufactured housing | Manufactured housing | 66,865 | | | 71,359 | | Manufactured housing | 59,977 | | | 62,243 | |
| Other consumer | 1,257,813 | | | 1,174,175 | | |
| Installment | | Installment | 1,380,015 | | | 1,235,406 | |
| Total consumer loans receivable | Total consumer loans receivable | 1,672,787 | | | 1,628,168 | | Total consumer loans receivable | 1,733,797 | | | 1,614,819 | |
Loans and leases receivable (2) | Loans and leases receivable (2) | 7,272,447 | | | 7,318,988 | | Loans and leases receivable (2) | 7,536,489 | | | 7,575,368 | |
| Allowance for credit losses | (159,905) | | | (56,379) | | |
| Total loans and leases receivable, net of allowance for credit losses | $ | 14,666,133 | | | $ | 9,508,367 | | |
| Allowance for credit losses on loans and leases | | Allowance for credit losses on loans and leases | (128,736) | | | (144,176) | |
| Total loans and leases receivable, net of allowance for credit losses on loans and leases | | Total loans and leases receivable, net of allowance for credit losses on loans and leases | $ | 15,993,464 | | | $ | 15,608,989 | |
(1)Includes direct finance equipment leases of $96.4$107.1 million and $89.2$108.0 million at June 30, 2020March 31, 2021 and December 31, 2019,2020, respectively.
(2)Includes deferred (fees) costs and unamortized (discounts) premiums, net of $(83.1)$(133.2) million and $2.1$(54.6) million at June 30, 2020March 31, 2021 and December 31, 2019,2020, respectively.
Loans receivable, PPP
On March 27, 2020, the CARES Act was signed into law and which created funding for a new product called the PPP. The PPP is administered by the SBA and is intended to assist organizations with payroll related expenses. Customers had $4.8$5.2 billion and $4.6 billion of PPP loans outstanding as of June 30,March 31, 2021 and December 31, 2020, respectively, which are fully guaranteed by the SBA and earn a fixed interest rate of 1.00%. Customers recognized interest income, including origination fees, of $11.7$38.8 million for the three and six months ended June 30, 2020, respectively.March 31, 2021.
Loans receivable, mortgage warehouse, at fair value
The mortgage warehouse product line primarily provides financing to mortgage companies nationwide from the time of origination of the underlying mortgage loans until the mortgage loans are sold into the secondary market. As a mortgage warehouse lender, Customers provides a form of financing to mortgage bankers by purchasing for resale the underlying residential mortgages on a short-term basis under a master repurchase agreement. These loans are reported as loans receivable, mortgage warehouse, at fair value on the consolidated balance sheets. Because these loans are reported at their fair value, they do not have an ACL and are therefore excluded from ACL-related disclosures. At June 30, 2020,March 31, 2021, all of Customers' commercial mortgage warehouse loans were current in terms of payment.
Customers is subject to the risks associated with such lending, including, but not limited to, the risks of fraud, bankruptcy and default of the mortgage banker or of the underlying residential borrower, any of which could result in credit losses. Customers' mortgage warehouse lending team members monitor these mortgage originators by obtaining financial and other relevant information to reduce these risks during the lending period. Loans receivable, mortgage warehouse, at fair value totaled $2.8$3.4 billion and $2.2$3.6 billion at June 30, 2020March 31, 2021 and December 31, 2019,2020, respectively.
Credit Risk
Customers manages credit risk by maintaining diversification in its loan and lease portfolio, establishing and enforcing prudent underwriting standards and collection efforts, and continuous and periodic loan and lease classification reviews. Management also considers the effect of credit risk on financial performance by reviewing quarterly and maintaining an adequate ACL. Credit losses are charged-off when they are identified, and provisions are added when it is estimated that a loss has occurred,for current expected credit losses, to the ACL at least quarterly. The ACL is estimated at least quarterly.
The provision (benefit) for credit losses on loans and leases was $20.9$(2.9) million and $5.3$31.8 million for the three months ended June 30,March 31, 2021 and 2020, and 2019, respectively. The ACL maintained for loans and leases receivable (excluding loans held for sale and loans receivable, mortgage warehouse, at fair value and PPP loans) was $159.9$128.7 million, or 2.20%1.71% of loans and leases receivable, excluding PPP loans, at June 30, 2020March 31, 2021 and $56.4$144.2 million, or 0.77%1.90% of loans and leases receivable, at December 31, 2019. Net charge-offs were $10.3 million2020. Excluding loans receivable, PPP from total loans and leases receivable is a non-GAAP measure. Management believes the use of these non-GAAP measures provides additional clarity when assessing Customers' financial results. These disclosures should not be viewed as substitutes for the three months ended June 30, 2020, an increase of $9.7 million comparedresults determined to be in accordance with U.S. GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other entities. Please refer to the same period in 2019. reconciliation schedule below.
The increasedecrease in the ACL resulted primarily from the continued improvement in macroeconomic forecasts at March 31, 2021, as compared to the impact of reserve build for the COVID-19 pandemic, an increase in net charge-offs, mostly attributable to the commercial real estate non-owner occupied and other consumerinstallment portfolios, and portfolio growth at March 31, 2020. The increase in ACL for the installment loan portfolio is mainly due to loan growth. Net charge-offs were $12.5 million for the three months ended March 31, 2021, a decrease of $6.2 million compared to the same period in 2020. Commercial real estate non-owner occupied charge-offs in the three months ended March 31, 2020 were attributable to the partial charge-off of two collateral dependent loans, which are not indicative of the overall commercial real estate portfolio. Other consumerInstallment charge-offs were attributable to originated and purchased unsecured consumer loans originated or purchased through arrangements with fintech companies and other market place lenders.lenders, which increased in the three months ended March 31, 2021 compared to the same period in 2020 consistent with the loan growth.
A reconciliation of the coverage of ACL for loans and leases held for investment to the ACL for loans and leases held for investment, excluding PPP loans as of March 31, 2021 and 2020 are set forth below.
| | | | | | | | | | | |
| (dollars in thousands) | March 31, 2021 | | December 31, 2020 |
| Loans and leases receivable (GAAP) | $ | 12,714,578 | | | $ | 12,136,733 | |
| Less: Loans receivable, PPP | 5,178,089 | | | 4,561,365 | |
| Loans and leases held for investment, excluding PPP (Non-GAAP) | $ | 7,536,489 | | | $ | 7,575,368 | |
| | | |
| ACL for loans and leases (GAAP) | $ | 128,736 | | | $ | 144,176 | |
| | | |
| Coverage of ACL for loans and leases held for investment, excluding PPP (Non-GAAP) | 1.71 | % | | 1.90 | % |
The table below presents changes in the Bank’sCustomers' ACL for the periods indicated.
Analysis of the Allowance for Credit Losses on Loan and Lease LossesLeases
| | | | Three Months Ended June 30, | | | Six Months Ended June 30, | | | Three Months Ended March 31, | |
| (amounts in thousands) | (amounts in thousands) | 2020 | | 2019 | | 2020 | | 2019 | (amounts in thousands) | 2021 | | 2020 | |
| Balance at beginning of the period | Balance at beginning of the period | $ | 149,283 | | | $ | 43,679 | | | $ | 56,379 | | | $ | 39,972 | | Balance at beginning of the period | $ | 144,176 | | | $ | 56,379 | | |
| Cumulative effect of change in accounting principle | Cumulative effect of change in accounting principle | — | | | — | | | 79,829 | | | — | | Cumulative effect of change in accounting principle | — | | | 79,829 | | |
Loan and lease charge-offs (1) | Loan and lease charge-offs (1) | | Loan and lease charge-offs (1) | | |
| Multi-family | Multi-family | — | | | — | | | — | | | 541 | | Multi-family | 1,132 | | | — | | |
| Commercial and industrial | Commercial and industrial | 20 | | | 183 | | | 117 | | | 183 | | Commercial and industrial | 635 | | | 97 | | |
| Commercial real estate owner occupied | Commercial real estate owner occupied | — | | | 66 | | | — | | | 74 | | Commercial real estate owner occupied | 142 | | | — | | |
| Commercial real estate non-owner occupied | Commercial real estate non-owner occupied | 2,801 | | | — | | | 15,598 | | | — | | Commercial real estate non-owner occupied | — | | | 12,797 | | |
| | Residential real estate | Residential real estate | — | | | 69 | | | — | | | 109 | | Residential real estate | 50 | | | — | | |
| Other consumer | 8,304 | | | 932 | | | 14,550 | | | 1,687 | | |
| Total Charge-offs | 11,125 | | | 1,250 | | | 30,265 | | | 2,594 | | |
| Installment | | Installment | 12,687 | | | 6,246 | | |
| Total charge-offs | | Total charge-offs | 14,646 | | | 19,140 | | |
Loan and lease recoveries (1) | Loan and lease recoveries (1) | | Loan and lease recoveries (1) | | |
| Multi-family | — | | | 7 | | | — | | | 7 | | |
| | Commercial and industrial | Commercial and industrial | 25 | | | 338 | | | 79 | | | 457 | | Commercial and industrial | 260 | | | 54 | | |
| Commercial real estate owner occupied | Commercial real estate owner occupied | 2 | | | 97 | | | 5 | | | 225 | | Commercial real estate owner occupied | 8 | | | 3 | | |
| | Commercial real estate non-owner occupied | | Commercial real estate non-owner occupied | 10 | | | — | | |
| Construction | Construction | 113 | | | 114 | | | 116 | | | 120 | | Construction | 5 | | | 3 | | |
| Residential real estate | Residential real estate | 26 | | | 8 | | | 55 | | | 15 | | Residential real estate | 10 | | | 29 | | |
| Other consumer | 635 | | | 49 | | | 975 | | | 73 | | |
| Total Recoveries | 801 | | | 613 | | | 1,230 | | | 897 | | |
| Installment | | Installment | 1,832 | | | 340 | | |
| Total recoveries | | Total recoveries | 2,125 | | | 429 | | |
| Total net charge-offs | Total net charge-offs | 10,324 | | | 637 | | | 29,035 | | | 1,697 | | Total net charge-offs | 12,521 | | | 18,711 | | |
| Provision for loan and lease losses | 20,946 | | | 5,346 | | | 52,732 | | | 10,113 | | |
| Provision (benefit) for credit losses on loans and leases | | Provision (benefit) for credit losses on loans and leases | (2,919) | | | 31,786 | | |
| Balance at the end of the period | Balance at the end of the period | $ | 159,905 | | | $ | 48,388 | | | $ | 159,905 | | | $ | 48,388 | | Balance at the end of the period | $ | 128,736 | | | $ | 149,283 | | |
(1)Charge-offs and recoveries on PCD loans that are accounted for in pools are recognized on a net basis when the pool matures.
The ACL is based on a quarterly evaluation of the loan and lease portfolio and is maintained at a level that management considers adequate to absorb expected lifetime credit losses as of the balance sheet date. All commercial loans, with the exception of PPP loans and commercial mortgage warehouse loans, which are reported at fair value, are assigned internal credit-risk ratings, based upon an assessment of the borrower, the structure of the transaction and the available collateral and/or guarantees. All loans and leases are monitored regularly by the responsible officer, and the risk ratings are adjusted when considered appropriate. The risk assessment allows
management to identify problem loans and leases timely. Management considers a variety of factors and recognizes the inherent risk of loss that always exists in the lending process. Management uses a disciplined methodology to estimate an appropriate level of ACL. Refer to Critical Accounting Policies herein and NOTE"NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATIONPRESENTATION" to Customers' interim unaudited consolidated financial statements, for Customers' adoption of CECL, also, refer to NOTE"NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES AND
BASIS OF PRESENTATIONPRESENTATION" to Customers' audited consolidated financial statements in its 20192020 Form 10-K for further discussion on management's prior incurred loss methodology for estimating the ALLL.ACL.
Approximately 75%65% of Customers' commercial real estate, commercial and residential construction, consumer residential and commercial and industrial loan types have real estate as collateral (collectively, “the real estate portfolio”), primarily in the form of a first lien position. Current appraisals providing current value estimates of the property are received when Customers' credit group determines that the facts and circumstances have significantly changed since the date of the last appraisal, including that real estate values have deteriorated. The credit committee and loan officers review loans that are 15 or more days delinquent and all non-accrual loans on a periodic basis. In addition, loans where the loan officers have identified a “borrower of interest” are discussed to determine if additional analysis is necessary to apply the risk-rating criteria properly. The risk ratings for the real estate loan portfolio are determined based upon the current information available, including but not limited to discussions with the borrower, updated financial information, economic conditions within the geographic area and other factors that may affect the cash flow of the loan. If a loan is individually evaluated for impairment, the collateral value or discounted cash flow analysis is generally used to determine the estimated fair value of the underlying collateral, net of estimated selling costs, and compared to the outstanding loan balance to determine the amount of reserve necessary, if any. Appraisals used in this evaluation process are typically less than two years aged. For loans where real estate is not the primary source of collateral, updated financial information is obtained, including accounts receivable and inventory aging reports and relevant supplemental financial data to estimate the fair value of the loan, net of estimated selling costs, and compared to the outstanding loan balance to estimate the required reserve.
These impairment measurements are inherently subjective as they require material estimates, including, among others, estimates of property values in appraisals, the amounts and timing of expected future cash flows on individual loans, and general considerations for historical loss experience, economic conditions, uncertainties in estimating losses and inherent risks in the various credit portfolios, all of which require judgment and may be susceptible to significant change over time and as a result of changing economic conditions or other factors. Pursuant to ASC 326, individually assessed loans, consisting primarily of non-accrual and restructured loans, are considered in the methodology for determining the ACL. Individually assessed loans are generally evaluated based on the expected future cash flows or the fair value of the underlying collateral (less estimated costs to sell) if principal repayment is expected to come from the operation or sale of such collateral. Shortfalls in the underlying collateral value for loans or leases determined to be collateral dependent are charged off immediately. Subsequent to an appraisal or other fair value estimate, management will assess whether there was a further decline in the value of the collateral based on changes in market conditions or property use that would require additional impairment to be recorded to reflect the particular situation, thereby increasing the ACL on loans and leases.
Asset Quality
Customers segments the loan and lease receivables by loan product or other characteristic generally defining a shared characteristic with other loans in the same group. Charge-offs from originated and acquired loans and leases are absorbed by the ACL. The CARES Act, as amended by CAA and certain regulatory agencies recently issued guidance stating certain loan modifications to borrowers experiencing financial distress as a result of the economic impacts created by COVID-19 may not be required to be treated as TDRs under U.SU.S. GAAP. For COVID-19 related loan modifications which met the loan modification criteria under either the CARES Act, as amended, or the criteria specified by the regulatory agencies, Customers elected to suspend TDR accounting for such loan modifications. At June 30, 2020,March 31, 2021, commercial and consumer deferments related to COVID-19 were $974$176.1 million and $81.3$13.0 million, respectively. The schedule that follows includes both loans held for sale and loans held for investment. Customers had no pending commercial loan deferment requests as of March 31, 2021.
Asset Quality at June 30, 2020March 31, 2021
| | (dollars in thousands) | (dollars in thousands) | Total Loans and Leases | | Current | | 30-89 Days Past Due | | 90 Days or More Past Due and Accruing | | Non-accrual/NPL (a) | | OREO (b) | | NPA (a)+(b) | | NPL to Loan and Lease Type (%) | | NPA to Loans and Leases + OREO (%) | (dollars in thousands) | Total Loans and Leases | | Current | | 30-89 Days Past Due | | 90 Days or More Past Due and Accruing | | Non-accrual/NPL (a) | | OREO (b) | | NPA (a)+(b) | | NPL to Loan and Lease Type (%) | | NPA to Loans and Leases + OREO (%) |
| Loan and Lease Type | Loan and Lease Type | | | Loan and Lease Type | | | | | | | | | | | | | | | | | |
| Multi-family | Multi-family | $ | 1,581,839 | | | $ | 1,558,036 | | | $ | 16,790 | | | $ | — | | | $ | 7,013 | | | $ | — | | | $ | 7,013 | | | 0.44 | % | | 0.44 | % | Multi-family | $ | 1,640,278 | | | $ | 1,613,431 | | | $ | 6,317 | | | $ | — | | | $ | 20,530 | | | $ | — | | | $ | 20,530 | | | 1.25 | % | | 1.25 | % |
Commercial & industrial (1) | Commercial & industrial (1) | 2,099,442 | | | 2,088,822 | | | 646 | | | — | | | 9,974 | | | — | | | 9,974 | | | 0.48 | % | | 0.48 | % | Commercial & industrial (1) | 2,220,652 | | | 2,206,290 | | | 6,818 | | | — | | | 7,544 | | | 276 | | | 7,820 | | | 0.34 | % | | 0.35 | % |
| Commercial real estate owner occupied | Commercial real estate owner occupied | 544,772 | | | 535,861 | | | 4,889 | | | — | | | 4,022 | | | — | | | 4,022 | | | 0.74 | % | | 0.74 | % | Commercial real estate owner occupied | 590,093 | | | 584,931 | | | 1,920 | | | — | | | 3,242 | | | — | | | 3,242 | | | 0.55 | % | | 0.55 | % |
| Commercial real estate non-owner occupied | Commercial real estate non-owner occupied | 1,244,773 | | | 1,214,419 | | | 97 | | | — | | | 30,257 | | | — | | | 30,257 | | | 2.43 | % | | 2.43 | % | Commercial real estate non-owner occupied | 1,194,832 | | | 1,190,308 | | | 2,168 | | | — | | | 2,356 | | | — | | | 2,356 | | | 0.20 | % | | 0.20 | % |
| Construction | Construction | 128,834 | | | 128,834 | | | — | | | — | | | — | | | — | | | — | | | — | % | | — | % | Construction | 156,837 | | | 156,837 | | | — | | | — | | | — | | | — | | | — | | | — | % | | — | % |
| Total commercial loans and leases receivable | Total commercial loans and leases receivable | 5,599,660 | | | 5,525,972 | | | 22,422 | | | — | | | 51,266 | | | — | | | 51,266 | | | 0.92 | % | | 0.92 | % | Total commercial loans and leases receivable | 5,802,692 | | | 5,751,797 | | | 17,223 | | | — | | | 33,672 | | | 276 | | | 33,948 | | | 0.58 | % | | 0.59 | % |
| Residential | Residential | 348,109 | | | 331,180 | | | 9,072 | | | — | | | 7,857 | | | 35 | | | 7,892 | | | 2.26 | % | | 2.27 | % | Residential | 293,805 | | | 282,532 | | | 1,920 | | | — | | | 9,353 | | | 35 | | | 9,388 | | | 3.18 | % | | 3.19 | % |
| Manufactured housing | Manufactured housing | 66,865 | | | 60,625 | | | 1,171 | | | 1,738 | | | 3,331 | | | 96 | | | 3,427 | | | 4.98 | % | | 5.12 | % | Manufactured housing | 59,977 | | | 52,915 | | | 2,274 | | | 1,917 | | | 2,871 | | | 300 | | | 3,171 | | | 4.79 | % | | 5.26 | % |
| Other consumer | 1,257,813 | | | 1,241,511 | | | 11,415 | | | — | | | 4,887 | | | — | | | 4,887 | | | 0.39 | % | | 0.39 | % | |
| Installment | | Installment | 1,380,015 | | | 1,370,213 | | | 7,617 | | | — | | | 2,185 | | | — | | | 2,185 | | | 0.16 | % | | 0.16 | % |
| Total consumer loans receivable | Total consumer loans receivable | 1,672,787 | | | 1,633,316 | | | 21,658 | | | 1,738 | | | 16,075 | | | 131 | | | 16,206 | | | 0.96 | % | | 0.97 | % | Total consumer loans receivable | 1,733,797 | | | 1,705,660 | | | 11,811 | | | 1,917 | | | 14,409 | | | 335 | | | 14,744 | | | 0.83 | % | | 0.85 | % |
Loans and leases receivable (1) | Loans and leases receivable (1) | 7,272,447 | | | 7,159,288 | | | 44,080 | | | 1,738 | | | 67,341 | | | 131 | | | 67,472 | | | 0.93 | % | | 0.93 | % | Loans and leases receivable (1) | 7,536,489 | | | 7,457,457 | | | 29,034 | | | 1,917 | | | 48,081 | | | 611 | | | 48,692 | | | 0.64 | % | | 0.65 | % |
| Loans receivable, PPP | Loans receivable, PPP | 4,760,427 | | | 4,760,427 | | | — | | | — | | | — | | | — | | | — | | | — | % | | — | % | Loans receivable, PPP | 5,178,089 | | | 5,178,089 | | | — | | | — | | | — | | | — | | | — | | | — | % | | — | % |
| Loans receivable, mortgage warehouse, at fair value | Loans receivable, mortgage warehouse, at fair value | 2,793,164 | | | 2,793,164 | | | — | | | — | | | — | | | — | | | — | | | | | | Loans receivable, mortgage warehouse, at fair value | 3,407,622 | | | 3,407,622 | | | — | | | — | | | — | | | — | | | — | | | — | % | | — | % |
| Total loans held for sale | Total loans held for sale | 464,164 | | | 445,239 | | | — | | | — | | | 18,925 | | | — | | | 18,925 | | | 4.08 | % | | 4.08 | % | Total loans held for sale | 46,106 | | | 45,451 | | | 12 | | | — | | | 643 | | | — | | | 643 | | | 1.39 | % | | 1.39 | % |
| Total portfolio | Total portfolio | $ | 15,290,202 | | | $ | 15,158,118 | | | $ | 44,080 | | | $ | 1,738 | | | $ | 86,266 | | | $ | 131 | | | $ | 86,397 | | | 0.56 | % | | 0.57 | % | Total portfolio | $ | 16,168,306 | | | $ | 16,088,619 | | | $ | 29,046 | | | $ | 1,917 | | | $ | 48,724 | | | $ | 611 | | | $ | 49,335 | | | 0.30 | % | | 0.31 | % |
Asset Quality at June 30, 2020March 31, 2021 (continued)
| | (dollars in thousands) | (dollars in thousands) | Total Loans and Leases | | Non-accrual / NPL | | ACL | | | Reserves to Loans and Leases (%) | | Reserves to NPLs (%) | (dollars in thousands) | Total Loans and Leases | | Non-accrual / NPL | | ACL | | | Reserves to Loans and Leases (%) | | Reserves to NPLs (%) |
| Loan and Lease Type | Loan and Lease Type | | | Loan and Lease Type | |
| Multi-family | Multi-family | $ | 1,581,839 | | | $ | 7,013 | | | $ | 14,697 | | | | 0.93 | % | | 209.57 | % | Multi-family | $ | 1,640,278 | | | $ | 20,530 | | | $ | 8,026 | | | | 0.49 | % | | 39.09 | % |
| Commercial & industrial | Commercial & industrial | 2,099,442 | | | 9,974 | | | 12,302 | | | | 0.59 | % | | 123.34 | % | Commercial & industrial | 2,220,652 | | | 7,544 | | | 7,503 | | | | 0.34 | % | | 99.46 | % |
| Commercial real estate owner occupied | Commercial real estate owner occupied | 544,772 | | | 4,022 | | | 11,405 | | | | 2.09 | % | | 283.57 | % | Commercial real estate owner occupied | 590,093 | | | 3,242 | | | 5,935 | | | | 1.01 | % | | 183.07 | % |
| Commercial real estate non-owner occupied | Commercial real estate non-owner occupied | 1,244,773 | | | 30,257 | | | 26,493 | | | | 2.13 | % | | 87.56 | % | Commercial real estate non-owner occupied | 1,194,832 | | | 2,356 | | | 11,621 | | | | 0.97 | % | | 493.25 | % |
| Construction | Construction | 128,834 | | | — | | | 5,297 | | | | 4.11 | % | | — | % | Construction | 156,837 | | | — | | | 4,103 | | | | 2.62 | % | | — | % |
| Total commercial loans and leases receivable | Total commercial loans and leases receivable | 5,599,660 | | | 51,266 | | | 70,194 | | | | 1.25 | % | | 136.92 | % | Total commercial loans and leases receivable | 5,802,692 | | | 33,672 | | | 37,188 | | | | 0.64 | % | | 110.44 | % |
| Residential | Residential | 348,109 | | | 7,857 | | | 4,550 | | | | 1.31 | % | | 57.91 | % | Residential | 293,805 | | | 9,353 | | | 3,209 | | | | 1.09 | % | | 34.31 | % |
| Manufactured housing | Manufactured housing | 66,865 | | | 3,331 | | | 6,014 | | | | 8.99 | % | | 180.55 | % | Manufactured housing | 59,977 | | | 2,871 | | | 4,799 | | | | 8.00 | % | | 167.15 | % |
| Other consumer | 1,257,813 | | | 4,887 | | | 79,147 | | | | 6.29 | % | | 1619.54 | % | |
| Installment | | Installment | 1,380,015 | | | 2,185 | | | 83,540 | | | | 6.05 | % | | 3,823.34 | % |
| Total consumer loans receivable | Total consumer loans receivable | 1,672,787 | | | 16,075 | | | 89,711 | | | | 5.36 | % | | 558.08 | % | Total consumer loans receivable | 1,733,797 | | | 14,409 | | | 91,548 | | | | 5.28 | % | | 635.35 | % |
Loans and leases receivable (1) | Loans and leases receivable (1) | 7,272,447 | | | 67,341 | | | 159,905 | | | | 2.20 | % | | 237.46 | % | Loans and leases receivable (1) | 7,536,489 | | | 48,081 | | | 128,736 | | | | 1.71 | % | | 267.75 | % |
| Loans receivable, PPP | Loans receivable, PPP | 4,760,427 | | | — | | | — | | | | — | % | | — | % | Loans receivable, PPP | 5,178,089 | | | — | | | — | | | | — | % | | — | % |
| Loans receivable, mortgage warehouse, at fair value | Loans receivable, mortgage warehouse, at fair value | 2,793,164 | | | — | | | — | | | | | | | Loans receivable, mortgage warehouse, at fair value | 3,407,622 | | | — | | | — | | | | — | % | | — | % |
| Total loans held for sale | Total loans held for sale | 464,164 | | | 18,925 | | | — | | | | — | % | | — | % | Total loans held for sale | 46,106 | | | 643 | | | — | | | | — | % | | — | % |
| Total portfolio | Total portfolio | $ | 15,290,202 | | | $ | 86,266 | | | $ | 159,905 | | | | 1.05 | % | | 185.36 | % | Total portfolio | $ | 16,168,306 | | | $ | 48,724 | | | $ | 128,736 | | | | 0.80 | % | | 264.21 | % |
(1) Excluding loans receivable, PPP from total loans and leases receivable is a non-GAAP measure. Management believes the use of these non-GAAP measures provides additional clarity when assessing Customers' financial results. These disclosures should not be viewed as substitutes for results determined to be in accordance with U.S. GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other entities. Please refer to the reconciliation schedules that follow this table.
Customers’Customers' asset quality table contains non-GAAP financial measures calculated using non-GAAP amounts. These measures all exclude loans receivable, PPP from their calculations. Management uses these non-GAAP measures to present the current period presentation to historical periods in prior filings. In addition, management believes the use of these non-GAAP measures provides additional clarity when assessing the Bancorp’sCustomers' financial results. These disclosures should not be viewed as substitutes for results determined to be in accordance with U.S. GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other entities.
A reconciliation of loans and leases receivable, excluding loans receivable, PPP and other related amounts, at June 30, 2020,March 31, 2021, are set forth below.
| | (dollars in thousands) | (dollars in thousands) | Total Loans and Leases | | Current | | 30-89 Days Past Due | | 90 Days or More Past Due and Accruing | | Non-accrual/NPL (a) | | OREO (b) | | NPA (a)+(b) | | NPL to Loan and Lease Type (%) | | NPA to Loans and Leases + OREO (%) | (dollars in thousands) | Total Loans and Leases | | Current | | 30-89 Days Past Due | | 90 Days or More Past Due and Accruing | | Non-accrual/NPL (a) | | OREO (b) | | NPA (a)+(b) | | NPL to Loan and Lease Type (%) | | NPA to Loans and Leases + OREO (%) |
| Loans and leases receivable (GAAP) | Loans and leases receivable (GAAP) | $ | 12,032,874 | | | $ | 11,919,715 | | | $ | 44,080 | | | $ | 1,738 | | | $ | 67,341 | | | $ | 131 | | | $ | 67,472 | | | 0.56 | % | | 0.56 | % | Loans and leases receivable (GAAP) | $ | 16,168,306 | | | $ | 16,088,619 | | | $ | 29,046 | | | $ | 1,917 | | | $ | 48,724 | | | $ | 611 | | | $ | 49,335 | | | 0.30 | % | | 0.31 | % |
| Less: Loans receivable, PPP | Less: Loans receivable, PPP | 4,760,427 | | | 4,760,427 | | | — | | | — | | | — | | | — | | | — | | | — | % | | — | % | Less: Loans receivable, PPP | 5,178,089 | | | 5,178,089 | | | — | | | — | | | — | | | — | | | — | | | — | % | | — | % |
| Loans receivable, excluding loans receivable, PPP (Non-GAAP) | Loans receivable, excluding loans receivable, PPP (Non-GAAP) | $ | 7,272,447 | | | $ | 7,159,288 | | | $ | 44,080 | | | $ | 1,738 | | | $ | 67,341 | | | $ | 131 | | | $ | 67,472 | | | 0.93 | % | | 0.93 | % | Loans receivable, excluding loans receivable, PPP (Non-GAAP) | $ | 10,990,217 | | | $ | 10,910,530 | | | $ | 29,046 | | | $ | 1,917 | | | $ | 48,724 | | | $ | 611 | | | $ | 49,335 | | | 0.45 | % | | 0.45 | % |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (dollars in thousands) | Total Loans and Leases | | Non-accrual / NPL | | ACL | | | | | | Reserves to Loans and Leases (%) | | Reserves to NPLs (%) |
| Loans and leases receivable (GAAP) | $ | 12,032,874 | | | $ | 67,341 | | | $ | 159,905 | | | | | | | 1.33 | % | | 237.46 | % |
| Less: Loans receivable, PPP | 4,760,427 | | | — | | | — | | | | | | | — | % | | — | % |
| Loans receivable, excluding loans receivable, PPP (Non-GAAP) | 7,272,447 | | | 67,341 | | | 159,905 | | | | | | | 2.20 | % | | 237.46 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (dollars in thousands) | Total Loans and Leases | | Non-accrual / NPL | | ACL | | | | | | Reserves to Loans and Leases (%) | | Reserves to NPLs (%) |
| Loans and leases receivable (GAAP) | $ | 16,168,306 | | | $ | 48,724 | | | $ | 128,736 | | | | | | | 0.80 | % | | 264.21 | % |
| Less: Loans receivable, PPP | 5,178,089 | | | — | | | — | | | | | | | — | % | | — | % |
| Loans receivable, excluding loans receivable, PPP (Non-GAAP) | $ | 10,990,217 | | | $ | 48,724 | | | $ | 128,736 | | | | | | | 1.17 | % | | 264.21 | % |
The total loan and lease portfolio was $15.3$16.2 billion at June 30, 2020March 31, 2021 compared to $10.1$15.8 billion at December 31, 20192020 and $86.3$48.7 million, or 0.56%0.30% of loans and leases, were non-performing at June 30, 2020March 31, 2021 compared to $21.3$70.5 million, or 0.21%0.45% of loans and leases, at December 31, 2019.2020. The loan and lease portfolio was supported by an ACL of $159.9$128.7 million (185.36%(264.21% of NPLs and 1.05%0.80% of total loans and leases) and $56.5$144.2 million (264.67%(204.48% of NPLs and 0.56%0.91% of total loans and leases), at June 30, 2020March 31, 2021 and December 31, 2019,2020, respectively.
DEPOSITS
Customers offers a variety of deposit accounts, including checking, savings, MMDA, and time deposits. Deposits are primarily obtained from Customers' geographic service area and nationwide through branchless digital banking, our white label relationship, deposit brokers, listing services and other relationships.
The components of deposits were as follows at the dates indicated:
| | | | | | | | | | | | | | | | | | | | | | | |
| (dollars in thousands) | June 30, 2020 | | December 31, 2019 | | Change | | % Change |
| Demand, non-interest bearing | $ | 1,879,789 | | | $ | 1,343,391 | | | $ | 536,398 | | | 39.9 | % |
| Demand, interest bearing | 2,666,209 | | | 1,235,292 | | | 1,430,917 | | | 115.8 | % |
| Savings, including MMDA | 4,549,497 | | | 4,401,719 | | | 147,778 | | | 3.4 | % |
| Non-time deposits | 9,095,495 | | | 6,980,402 | | | 2,115,093 | | | 30.3 | % |
| Time, $100,000 and over | 503,405 | | | 402,161 | | | 101,244 | | | 25.2 | % |
| Time, other | 1,366,975 | | | 1,266,373 | | | 100,602 | | | 7.9 | % |
| Time deposits | 1,870,380 | | | 1,668,534 | | | $ | 201,846 | | | 12.1 | % |
| Total deposits | $ | 10,965,875 | | | $ | 8,648,936 | | | $ | 2,316,939 | | | 26.8 | % |
| | | | | | | | | | | | | | | | | | | | | | | |
| (dollars in thousands) | March 31, 2021 | | December 31, 2020 | | Change | | % Change |
| Demand, non-interest bearing | $ | 2,687,628 | | | $ | 2,356,998 | | | $ | 330,630 | | | 14.0 | % |
| Demand, interest bearing | 3,228,941 | | | 2,384,691 | | | 844,250 | | | 35.4 | % |
| Savings, including MMDA | 5,889,991 | | | 5,916,309 | | | (26,318) | | | (0.4) | % |
| Non-time deposits | 11,806,560 | | | 10,657,998 | | | 1,148,562 | | | 10.8 | % |
| Time, $100,000 and over | 511,250 | | | 470,923 | | | 40,327 | | | 8.6 | % |
| Time, other | 154,630 | | | 181,008 | | | (26,378) | | | (14.6) | % |
| Time deposits | 665,880 | | | 651,931 | | | 13,949 | | | 2.1 | % |
| Total deposits | $ | 12,472,440 | | | $ | 11,309,929 | | | $ | 1,162,511 | | | 10.3 | % |
Total deposits were $11.0$12.5 billion at June 30, 2020,March 31, 2021, an increase of $2.3$1.2 billion, or 26.8%10.3%, from $8.6$11.3 billion at December 31, 2019.2020. Non-time deposits increased by $2.1$1.1 billion, or 30.3%10.8%, to $9.1$11.8 billion at June 30, 2020,March 31, 2021, from $7.0$10.7 billion at December 31, 2019.2020. This increase primarily resulted from Customers' initiative to improve its net interest margin by expanding its sources of lower-cost funding. These efforts led to increases in non-interest bearing demand deposits of $0.5$0.3 billion and interest bearing demand deposits of $1.4$0.8 billion. Savings, including MMDA increased $0.1 billion,decreased $26.3 million, or 3.4%0.4%, to $4.5$5.9 billion at June 30, 2020,March 31, 2021, from $4.4$5.9 billion at December 31, 2019.2020. Time deposits increased $0.2 billion,$13.9 million, or 12.1%2.1%, to $1.9 billion$665.9 million at June 30, 2020,March 31, 2021, from $1.7 billion$651.9 million at December 31, 2019.
At June 30, 2020,March 31, 2021, the Bank had $1.0$0.9 billion in state and municipal deposits to which it had pledged $1.0$0.9 billion of available borrowing capacity through the FHLB to the depositor through a letter of credit arrangement.
FHLB ADVANCES AND OTHER BORROWINGS
Borrowed funds from various sources are generally used to supplement deposit growth and meet other operating needs. Customers' borrowings include short-term and long-term advances from the FHLB, FRB, including from the PPPLF, federal funds purchased, senior unsecured notes and subordinated debt. Subordinated debt is also considered as Tier 2 capital for certain regulatory calculations.
Short-term debt
Short-term debt at June 30, 2020March 31, 2021 and December 31, 20192020 was as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| | June 30, 2020 | | | | December 31, 2019 | | |
| (dollars in thousands) | Amount | | Rate | | Amount | | Rate |
| | | | | | | |
| FHLB advances | $ | 850,000 | | | 1.48 | % | | $ | 500,000 | | | 2.15 | % |
| Federal funds purchased | — | | | — | % | | 538,000 | | | 1.60 | % |
| Total short-term debt | $ | 850,000 | | | | | $ | 1,038,000 | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | March 31, 2021 | | December 31, 2020 |
| (dollars in thousands) | Amount | | Rate | | Amount | | Rate |
| | | | | | | |
| FHLB advances | $ | 850,000 | | | 1.21 | % | | $ | 850,000 | | | 1.19 | % |
| Federal funds purchased | 365,000 | | | 0.05 | % | | 250,000 | | | 0.09 | % |
| Total short-term debt | $ | 1,215,000 | | | | | $ | 1,100,000 | | | |
Long-term debt
FHLB and FRB Advances
Long-term FHLB and FRB advances at June 30, 2020March 31, 2021 and December 31, 2019,2020, was as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
| June 30, 2020 | | | | December 31, 2019 | | |
| (dollars in thousands) | Amount | | Rate | | Amount | | Rate |
| | | | | | | |
| FHLB advances | $ | — | | | — | % | | $ | 350,000 | | | 2.36 | % |
| FRB PPP Liquidity Facility advances | 4,419,967 | | | 0.35 | % | | — | | | — | % |
| Total long-term FHLB and FRB advances | $ | 4,419,967 | | | | | $ | 350,000 | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| |
| March 31, 2021 | | December 31, 2020 |
| (dollars in thousands) | Amount | | Rate | | Amount | | Rate |
| | | | | | | |
| | | | | | | |
| FRB PPP Liquidity Facility advances | $ | 3,284,156 | | | 0.35 | % | | $ | 4,415,016 | | | 0.35 | % |
| Total long-term FHLB and FRB advances | $ | 3,284,156 | | | | | $ | 4,415,016 | | | |
Beginning in second quarter 2020, Customers began participating in the PPPLF, in which Federal Reserve Banks extend non-recourse loans to institutions that are eligible to make PPP loans. Only PPP loans that are guaranteed by the SBA under the PPP, with respect to both principal and interest that are originated or purchased by an eligible institution, may pledge as collateral to the Federal Reserve Banks.
The maximum borrowing capacity with the FHLB and FRB at June 30, 2020March 31, 2021 and December 31, 20192020 was as follows:
| | (dollars in thousands) | (dollars in thousands) | June 30, 2020 | | December 31, 2019 | (dollars in thousands) | March 31, 2021 | | December 31, 2020 |
| Total maximum borrowing capacity with the FHLB | Total maximum borrowing capacity with the FHLB | $ | 2,958,717 | | | $ | 3,445,416 | | Total maximum borrowing capacity with the FHLB | $ | 2,492,783 | | | $ | 2,729,516 | |
Total maximum borrowing capacity with the FRB (1) | Total maximum borrowing capacity with the FRB (1) | 152,410 | | | 136,842 | | Total maximum borrowing capacity with the FRB (1) | 183,124 | | | 223,299 | |
Qualifying loans serving as collateral against FHLB and FRB advances | Qualifying loans serving as collateral against FHLB and FRB advances | 3,814,247 | | | 4,496,983 | | Qualifying loans serving as collateral against FHLB and FRB advances | 3,258,271 | | | 3,363,364 | |
(1) Amounts reported in the above table exclude borrowings under the PPPLF, which are limited to the face value of the loans originated under the PPP. At June 30, 2020,March 31, 2021, Customers had $4.4$3.3 billion of borrowings under the PPPLF, with a borrowing capacity of up to $4.8$5.2 billion, which is the remaining face value (following forgiveness) of the qualifying loans Customers has originated under the PPP. At December 31, 2020, Customers had $4.4 billion of borrowings under the PPPLF.
Senior Notes and Subordinated Debt
Long-term senior notes and subordinated debt at June 30, 2020March 31, 2021 and December 31, 20192020 were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | June 30, 2020 | | December 31, 2019 | | | | | | | | | | |
| (dollars in thousands) | | | | | | | | | | | | | | | | |
| Issued by | | Ranking | | Amount | | Amount | | Rate | | Issued Amount | | Date Issued | | Maturity | | Price |
| Customers Bancorp | | Senior | | $ | 24,492 | | | $ | 24,432 | | | 4.500 | % | | $ | 25,000 | | | September 2019 | | September 2024 | | 100.000 | % |
| Customers Bancorp | | Senior | | 99,341 | | | 99,198 | | | 3.950 | % | | 100,000 | | | June 2017 | | June 2022 | | 99.775 | % |
| | | | | | | | | | | | | | | | |
| Total other borrowings | | | | 123,833 | | | 123,630 | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| Customers Bancorp | | Subordinated (1)(2) | | 72,131 | | | 72,040 | | | 5.375 | % | | 74,750 | | | December 2019 | | December 2034 | | 100.000 | % |
| Customers Bank | | Subordinated (1)(3) | | 109,124 | | | 109,075 | | | 6.125 | % | | 110,000 | | | June 2014 | | June 2029 | | 100.000 | % |
| Total subordinated debt | | | | $ | 181,255 | | | $ | 181,115 | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | March 31, 2021 | | December 31, 2020 | | | | | | | | | | |
| (dollars in thousands) | | | | | | | | | | | | |
| Issued by | | Ranking | | Amount | | Amount | | Rate | | Issued Amount | | Date Issued | | Maturity | | Price |
| Customers Bancorp | | Senior | | $ | 24,581 | | | $ | 24,552 | | | 4.500 | % | | $ | 25,000 | | | September 2019 | | September 2024 | | 100.000 | % |
| Customers Bancorp | | Senior | | 99,557 | | | 99,485 | | | 3.950 | % | | 100,000 | | | June 2017 | | June 2022 | | 99.775 | % |
| | | | | | | | | | | | | | | | |
| Total other borrowings | | $ | 124,138 | | | $ | 124,037 | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| Customers Bancorp | | Subordinated (1)(2) | | $ | 72,267 | | | $ | 72,222 | | | 5.375 | % | | $ | 74,750 | | | December 2019 | | December 2034 | | 100.000 | % |
| Customers Bank | | Subordinated (1)(3) | | 109,197 | | | 109,172 | | | 6.125 | % | | 110,000 | | | June 2014 | | June 2029 | | 100.000 | % |
| Total subordinated debt | | $ | 181,464 | | | $ | 181,394 | | | | | | | | | | | |
(1)The subordinated notes qualify as Tier 2 capital for regulatory capital purposes.
(2)Customers Bancorp has the ability to call the subordinated notes, in whole, or in part, at a redemption price equal to 100% of the principal balance at certain times on or after December 30, 2029.
(3)The subordinated notes will bear an annual fixed rate of 6.125% until June 26, 2024. From June 26, 2024 until maturity, the notes will bear an annual interest rate equal to the three-month LIBOR plus 344.3 basis points. Customers Bank has the ability to call the subordinated notes, in whole, or in part, at a redemption price equal to 100% of the principal balance at certain times on or after June 26, 2024.
SHAREHOLDERS' EQUITY
The components of shareholders' equity were as follows at the dates indicated:
| | | | | | | | | | | | | | | | | | | | | | | |
| (dollars in thousands) | June 30, 2020 | | December 31, 2019 | | Change | | % Change |
| Preferred stock | $ | 217,471 | | | $ | 217,471 | | | $ | — | | | — | % |
| Common stock | 32,791 | | | 32,617 | | | 174 | | | 0.5 | % |
| Additional paid in capital | 450,665 | | | 444,218 | | | 6,447 | | | 1.5 | % |
| Retained earnings | 338,665 | | | 381,519 | | | (42,854) | | | (11.2) | % |
| Accumulated other comprehensive loss, net | (9,965) | | | (1,250) | | | (8,715) | | | 697.2 | % |
| Treasury stock | (21,780) | | | (21,780) | | | — | | | — | % |
| Total shareholders' equity | $ | 1,007,847 | | | $ | 1,052,795 | | | $ | (44,948) | | | (4.3) | % |
| | | | | | | | | | | | | | | | | | | | | | | |
| (dollars in thousands) | March 31, 2021 | | December 31, 2020 | | Change | | % Change |
| Preferred stock | $ | 217,471 | | | $ | 217,471 | | | $ | — | | | — | % |
| Common stock | 33,519 | | | 32,986 | | | 533 | | | 1.6 | % |
| Additional paid in capital | 515,318 | | | 455,592 | | | 59,726 | | | 13.1 | % |
| Retained earnings | 438,802 | | | 438,581 | | | 221 | | | 0.1 | % |
| Accumulated other comprehensive income (loss), net | 5,391 | | | (5,764) | | | 11,155 | | | (193.5) | % |
| Treasury stock | (21,780) | | | (21,780) | | | — | | | — | % |
| Total shareholders' equity | $ | 1,188,721 | | | $ | 1,117,086 | | | $ | 71,635 | | | 6.4 | % |
Shareholders’ equity decreased $44.9increased $71.6 million, or 4.3%6.4%, to $1.0$1.2 billion at June 30, 2020March 31, 2021 when compared to shareholders' equity of $1.1 billion at December 31, 2019.2020. The decreaseincrease primarily resulted from a decreaseincreases of $59.7 million in retained earnings of $42.9additional paid in capital, $11.2 million and an increase in accumulated other comprehensive loss, net of $8.7and $0.2 million partially offset by anin retained earnings.
The increase of $6.4 million in additional paid in capital. The decrease in retained earnings primarilycapital resulted from the adoptionsale of CECL on January 1, 2020, which reduced retained earnings by $61.5BMT that was accounted for as a sale of non-controlling interest and the merger between BMT and MFAC was accounted for as a reverse recapitalization of $31.9 million, and $7.2merger related expense of $19.6 million in preferredthe form of restricted stock dividends, partially offset by net incomeawards in BM Technologies' common stock to certain team members of $25.8 million. BMT and $8.2 million from the share-based compensation expense and issuance of common stock under share-based compensation arrangements for the three months ended March 31, 2021.
The increase in accumulated other comprehensive loss,income (loss), net primarily resulted from a declinean increase of $12.3 million and income tax effect of $3.2 million in the fair value of cash flow hedges due to changes in market interest rates and reclassification of $23.6 million in gains and income tax effect of $6.1 million from the sales of AFS debt securities during the sixthree months ended June 30, 2020,March 31, 2021, partially offset by an increasereclassification of $25.9 million in unrealized losses and income tax effect of $6.7 million resulting from the fair valuetermination of available for sale debt securities due to the timingderivatives designated as cash flow hedges of purchases and changes in market interest ratesforecasted transactions that are deemed no longer probable of occurring during the sixthree months ended June 30, 2020. March 31, 2021.
The increase in additional paidretained earnings resulted from net income of $36.6 million, offset by $3.4 million in capital resulted primarily frompreferred stock dividends and $33.0 million million of special dividends in connection with the issuancedivestiture of BMT. Upon closing of the divestiture, Customers received cash consideration of $23.1 million and holders of Customers common stock under share-based compensation arrangementswho held their Customers shares as of the close of business on December 18, 2020 became entitled to receive an aggregate of 4,876,387 shares of BM Technologies' common stock. Customers distributed 0.15389 shares of BM Technologies common stock for each share of Customers common stock held as of the six months ended June 30, 2020.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity for a financial institution is a measure of that institution’s ability to meet depositors’ needs for funds, to satisfy or fund loan and lease commitments, and for other operating purposes. Ensuring adequate liquidity is an objective of the asset/liability management process. Customers coordinates its management of liquidity with its interest rate sensitivity and capital position, and strives to maintain a strong liquidity position.
Customers' investment portfolio provides periodic cash flows through regular maturities and amortization and can be used as collateral to secure additional funding. Customers' principal sources of funds are deposits, borrowings, principal and interest payments on loans and
leases, other funds from operations, and proceeds from common and preferred stock issuances. Borrowing arrangements are maintained with the FHLB and the FRB to meet short-term liquidity needs. Longer-term borrowing arrangements are also maintained with the FHLB and FRB. As of June 30, 2020,March 31, 2021, Customers' borrowing capacity with the FHLB was $3.0$2.5 billion, of which $0.9 billion was utilized in borrowings and $1.0$0.9 billion of available capacity was utilized to collateralize state and municipal deposits. As of December 31, 2019,2020, Customers' borrowing capacity with the FHLB was $3.4$2.7 billion, of which $0.9 billion was utilized in borrowings and $1.4$1.2 billion of available capacity was utilized to collateralize state and municipal deposits. As of June 30, 2020March 31, 2021 and December 31, 2019,2020, Customers' borrowing capacity with the FRB was $152.4$183.1 million and $136.8$223.3 million, respectively.
Beginning in second quarter 2020, Customers began participating in the PPPLF, in which Federal Reserve Banks extend non-recourse loans to institutions that are eligible to make PPP loans. Only PPP loans that are guaranteed by the SBA under the PPP, with respect to both principal and interest that are originated or purchased by an eligible institution, may be pledged as collateral to the Federal Reserve Banks. As of March 31, 2021, Customers had $3.3 billion in borrowings under the PPPLF.
On January 4, 2021, Customers Bancorp completed the previously announced divestiture of BMT. BMT's operating results and associated cash flows have been presented as "Discontinued operations" within the consolidated financial statements and prior period amounts have been reclassified to conform with the current period presentation. The table below summarizes Customers' cash flows from continuing operations for the sixthree months ended June 30, 2020March 31, 2021 and 2019:2020:
| | | | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended June 30, | | | | | | |
| (amounts in thousands) | 2020 | | 2019 | | Change | | % Change |
| Net cash provided by (used in) operating activities | $ | 39,577 | | | $ | 3,129 | | | $ | 36,448 | | | 1,164.8 | % |
| Net cash provided by (used in) investing activities | (5,375,772) | | | (1,213,324) | | | (4,162,448) | | | 343.1 | % |
| Net cash provided by (used in) financing activities | 6,191,020 | | | 1,243,855 | | | 4,947,165 | | | 397.7 | % |
| Net increase (decrease) in cash and cash equivalents | $ | 854,825 | | | $ | 33,660 | | | $ | 821,165 | | | 2,439.6 | % |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended
March 31, | | | | |
| (amounts in thousands) | 2021 | | 2020 | | Change | | % Change |
| Net cash provided by (used in) continuing operating activities | $ | 200,384 | | | $ | (34,932) | | | $ | 235,316 | | | (673.6) | % |
| Net cash provided by (used in) continuing investing activities | (526,654) | | | (433,556) | | | (93,098) | | | 21.5 | % |
| Net cash provided by (used in) continuing financing activities | 171,071 | | | 512,385 | | | (341,314) | | | (66.6) | % |
| Net increase (decrease) in cash and cash equivalents from continuing operations | $ | (155,199) | | | $ | 43,897 | | | $ | (199,096) | | | (453.6) | % |
Cash flows provided by (used in) continuing operating activities
Cash provided by continuing operating activities of $39.6$200.4 million for the sixthree months ended June 30, 2020 primarilyMarch 31, 2021 resulted from an increase in accrued interest payable and other liabilities of $88.3$135.7 million, net income from continuing operations of $25.8$74.6 million, partially offset by an increasea decrease of $108.3$21.0 million in accrued interest receivable and other assets.
Cash providedassets, partially offset by operating activities of $3.1 million for the six months ended June 30, 2020 primarily resulted from net income of $24.7 million, non-cash operating adjustments of $25.2$30.9 million.
Cash used in continuing operating activities of $34.9 million andfor the three months ended March 31, 2020 resulted from an increase of $16.5$99.0 million in accrued interest receivable and other assets, partially offset by an increase in accrued interest payable and other liabilities partially offset by an increase of $63.3$38.2 million, in accrued interest receivablenet non-cash operating adjustments of $17.4 million, and other assets.net income from continuing operations of $8.5 million.
Cash flows provided by (used in) continuing investing activities
Cash used in continuing investing activities of $5.4 billion$526.7 million for the sixthree months ended June 30, 2020March 31, 2021 primarily resulted from a net increase in loans and leases, excluding mortgage warehouse loans of $4.5 billion$486.2 million primarily related tofrom PPP loan originations, net originations of mortgage warehouse loans of $540.9 million, purchases of loans of $211.1$117.0 million and purchases of investment securities available for sale of $280.4$589.9 million, partially offset by proceeds from net
repayments of mortgage warehouse loans of $213.8 million, proceeds from sales of loans and leases of $39.5 million, proceeds from sales of investment securities of $353.9 million and proceeds from maturities, calls, and principal repayments ofon investment securities of $109.2$62.3 million.
Cash used in continuing investing activities of $1.2 billion$433.6 million for the sixthree months ended June 30, 2019March 31, 2020 primarily resulted from net originations of mortgage warehouse loans of $622.4$271.1 million, purchases of loans of $193.4 million, and purchases of investment securities available for sale of $158.8 million, partially offset by a decrease in loans and leases, excluding mortgage warehouse loans of $555.6$175.0 million.
Cash flows provided by (used in) continuing financing activities
Cash provided by continuing financing activities of $6.2 billion$171.1 million for the sixthree months ended June 30, 2020March 31, 2021 primarily resulted from net increases in long-term borrowed funds from the FRB of $4.4 billion primarily to finance the PPP loan originations and deposits of $2.3$1.2 billion and $115 million in federal funds purchased, partially offset by a net decrease in federalborrowed funds purchasedfrom the PPPLF of $538.0 million.$1.1 billion primarily from the forgiveness of PPP loans from the first two rounds.
Cash provided by continuing financing activities of $1.2 billion$512.4 million for the sixthree months ended June 30, 2019March 31, 2020 primarily resulted from increasesnet increase in deposits of $1.0 billion, proceeds from long-term FHLB borrowings of $350.0 million, and federal funds purchased of $219.0 million, partially offset by repayments of short-term borrowed funds from the FHLB of $336.0$410.0 million, repaymentsnet increase in short-term borrowed funds from the FRB of long-term debt$175.0 million, and federal funds purchased of $25.0$167.0 million, partially offset by a decrease in deposits of $235.3 million, and preferred stock dividends paid of $7.2$3.6 million.
Cash flows from discontinued operations
The table below summarizes Customers' cash flows from discontinued operations for the three months ended March 31, 2021 and 2020:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended
March 31, | | | | |
| (amounts in thousands) | 2021 | | 2020 | | Change | | % Change |
| Net cash provided by (used in) discontinued operating activities | $ | (22,791) | | | $ | (232) | | | $ | (22,559) | | | 9,723.7 | % |
| Net cash provided by (used in) discontinued investing activities | — | | | 62 | | | (62) | | | (100.0) | % |
| | | | | | | |
| Net increase (decrease) in cash and cash equivalents from discontinued operations | $ | (22,791) | | | $ | (170) | | | $ | (22,621) | | | 13,306.5 | % |
79In connection with the divestiture, Customers has also entered into various agreements with BM Technologies, including a transition services agreement, software license agreement, deposit servicing agreement, non-competition agreement and loan agreement for periods ranging from one to ten years. For additional information refer to "NOTE 3 – DISCONTINUED OPERATIONS" to Customers' unaudited consolidated financial statements.
CAPITAL ADEQUACY
The Bank and Customers Bancorp are subject to various regulatory capital requirements administered by federal banking agencies. Failure to meet minimum capital requirements can result in certain mandatory, and possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on Customers' financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank and Bancorp must meet specific capital guidelines that involve quantitative measures of their assets, liabilities and certain off-balance sheet items, as calculated under the regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Prompt corrective action provisions are not applicable to bank holding companies.
In first quarter 2020, U.S federal banking regulatory agencies permitted banking organizations to phase-in, for regulatory capital purposes, the day-one impact of the new CECL accounting rule on retained earnings over a period of three years. As part of its response to the impact of COVID-19, on March 31, 2020, the U.S. federal banking regulatory agencies issued an interim final rule that provided the option to temporarily delay certain effects of CECL on regulatory capital for two years, followed by a three-year transition period. The interim final rule allows banking organizations to delay for two years 100% of the day-one impact of adopting CECL and 25% of the cumulative change in the reported allowance for credit losses since adopting CECL. Customers has elected to adopt the interim final rule, which is reflected in the regulatory capital data presented below.
In April 2020, the U.S. federal banking regulatory agencies issued an interim final rule that permits banks to exclude the impact of participating in the SBA PPP program in their regulatory capital ratios. Specifically, PPP loans are zero percent risk weighted and a bank can exclude all PPP loans pledged as collateral to the PPPLF from its average total consolidated assets for purposes of calculating the Tier 1 capital to average assets ratio (i.e. leverage ratio). Customers applied this regulatory guidance in the calculation of its regulatory capital ratios presented below.
Quantitative measures established by regulation to ensure capital adequacy require the Bank and the Bancorp to maintain minimum amounts and ratios (set forth in the following table) of common equity Tier 1, Tier 1, and total capital to risk-weighted assets, and Tier 1 capital to average assets (as defined in the regulations). At June 30, 2020March 31, 2021 and December 31, 2019,2020, the Bank and the Bancorp met all capital adequacy requirements to which they were subject.
Generally, to comply with the regulatory definition of adequately capitalized, or well capitalized, respectively, or to comply with the Basel III capital requirements, an institution must at least maintain the common equity Tier 1, Tier 1, and total risk-based capital ratios and the Tier 1 leverage ratio in excess of the related minimum ratios set forth in the following table:
| | | | | Minimum Capital Levels to be Classified as: | | | | | Minimum Capital Levels to be Classified as: |
| | | Actual | | | Adequately Capitalized | | | Well Capitalized | | | Basel III Compliant | | | Actual | | Adequately Capitalized | | Well Capitalized | | Basel III Compliant |
| (dollars in thousands) | (dollars in thousands) | Amount | | Ratio | | Amount | | Ratio | | Amount | | Ratio | | Amount | | Ratio | (dollars in thousands) | Amount | | Ratio | | Amount | | Ratio | | Amount | | Ratio | | Amount | | Ratio |
| As of June 30, 2020: | | | | | | | | | | | | | | | | |
| As of March 31, 2021: | | As of March 31, 2021: | | | | | | | | | | | | | | | |
| Common equity Tier 1 capital (to risk-weighted assets) | Common equity Tier 1 capital (to risk-weighted assets) | | Common equity Tier 1 capital (to risk-weighted assets) | |
| Customers Bancorp, Inc. | Customers Bancorp, Inc. | $ | 853,818 | | | 7.765 | % | | $ | 494,780 | | | 4.500 | % | | N/A | | N/A | | $ | 769,657 | | | 7.000 | % | Customers Bancorp, Inc. | $ | 1,021,018 | | | 8.774 | % | | $ | 523,659 | | | 4.500 | % | | N/A | | N/A | | $ | 814,581 | | | 7.000 | % |
| Customers Bank | Customers Bank | $ | 1,168,276 | | | 10.636 | % | | $ | 494,291 | | | 4.500 | % | | $ | 713,976 | | | 6.500 | % | | $ | 768,897 | | | 7.000 | % | Customers Bank | $ | 1,365,443 | | | 11.745 | % | | $ | 523,182 | | | 4.500 | % | | $ | 755,708 | | | 6.500 | % | | $ | 813,839 | | | 7.000 | % |
| Tier 1 capital (to risk-weighted assets) | Tier 1 capital (to risk-weighted assets) | | Tier 1 capital (to risk-weighted assets) | |
| Customers Bancorp, Inc. | Customers Bancorp, Inc. | $ | 1,071,289 | | | 9.743 | % | | $ | 659,706 | | | 6.000 | % | | N/A | | N/A | | $ | 934,584 | | | 8.500 | % | Customers Bancorp, Inc. | $ | 1,238,489 | | | 10.643 | % | | $ | 698,212 | | | 6.000 | % | | N/A | | N/A | | $ | 989,134 | | | 8.500 | % |
| Customers Bank | Customers Bank | $ | 1,168,276 | | | 10.636 | % | | $ | 659,055 | | | 6.000 | % | | $ | 878,740 | | | 8.000 | % | | $ | 933,661 | | | 8.500 | % | Customers Bank | $ | 1,365,443 | | | 11.745 | % | | $ | 697,576 | | | 6.000 | % | | $ | 930,102 | | | 8.000 | % | | $ | 988,233 | | | 8.500 | % |
| Total capital (to risk-weighted assets) | Total capital (to risk-weighted assets) | | Total capital (to risk-weighted assets) | |
| Customers Bancorp, Inc. | Customers Bancorp, Inc. | $ | 1,311,527 | | | 11.928 | % | | $ | 879,608 | | | 8.000 | % | | N/A | | N/A | | $ | 1,154,486 | | | 10.500 | % | Customers Bancorp, Inc. | $ | 1,447,285 | | | 12.437 | % | | $ | 930,949 | | | 8.000 | % | | N/A | | N/A | | $ | 1,221,871 | | | 10.500 | % |
| Customers Bank | Customers Bank | $ | 1,351,665 | | | 12.305 | % | | $ | 878,740 | | | 8.000 | % | | $ | 1,098,424 | | | 10.000 | % | | $ | 1,153,346 | | | 10.500 | % | Customers Bank | $ | 1,523,681 | | | 13.106 | % | | $ | 930,102 | | | 8.000 | % | | $ | 1,162,627 | | | 10.000 | % | | $ | 1,220,758 | | | 10.500 | % |
| Tier 1 capital (to average assets) | Tier 1 capital (to average assets) | | Tier 1 capital (to average assets) | |
| Customers Bancorp, Inc. | Customers Bancorp, Inc. | $ | 1,071,289 | | | 8.790 | % | | $ | 487,512 | | | 4.000 | % | | N/A | | N/A | | $ | 487,512 | | | 4.000 | % | Customers Bancorp, Inc. | $ | 1,238,489 | | | 8.478 | % | | $ | 584,359 | | | 4.000 | % | | N/A | | N/A | | $ | 584,359 | | | 4.000 | % |
| Customers Bank | Customers Bank | $ | 1,168,276 | | | 9.593 | % | | $ | 487,151 | | | 4.000 | % | | $ | 608,938 | | | 5.000 | % | | $ | 487,151 | | | 4.000 | % | Customers Bank | $ | 1,365,443 | | | 9.352 | % | | $ | 584,025 | | | 4.000 | % | | $ | 730,031 | | | 5.000 | % | | $ | 584,025 | | | 4.000 | % |
| As of December 31, 2019: | | |
| As of December 31, 2020: | | As of December 31, 2020: | |
| Common equity Tier 1 capital (to risk-weighted assets) | Common equity Tier 1 capital (to risk-weighted assets) | | Common equity Tier 1 capital (to risk-weighted assets) | |
| Customers Bancorp, Inc. | Customers Bancorp, Inc. | $ | 821,810 | | | 7.984 | % | | $ | 463,211 | | | 4.500 | % | | N/A | | N/A | | $ | 720,551 | | | 7.000 | % | Customers Bancorp, Inc. | $ | 954,839 | | | 8.079 | % | | $ | 531,844 | | | 4.500 | % | | N/A | | N/A | | $ | 827,312 | | | 7.000 | % |
| Customers Bank | Customers Bank | $ | 1,164,652 | | | 11.323 | % | | $ | 462,842 | | | 4.500 | % | | $ | 668,549 | | | 6.500 | % | | $ | 719,976 | | | 7.000 | % | Customers Bank | $ | 1,254,082 | | | 10.615 | % | | $ | 531,639 | | | 4.500 | % | | $ | 767,923 | | | 6.500 | % | | $ | 826,994 | | | 7.000 | % |
| Tier 1 capital (to risk-weighted assets) | Tier 1 capital (to risk-weighted assets) | | Tier 1 capital (to risk-weighted assets) | |
| Customers Bancorp, Inc. | Customers Bancorp, Inc. | $ | 1,039,281 | | | 10.096 | % | | $ | 617,615 | | | 6.000 | % | | N/A | | N/A | | $ | 874,955 | | | 8.500 | % | Customers Bancorp, Inc. | $ | 1,172,310 | | | 9.919 | % | | $ | 709,125 | | | 6.000 | % | | N/A | | N/A | | $ | 1,004,594 | | | 8.500 | % |
| Customers Bank | Customers Bank | $ | 1,164,652 | | | 11.323 | % | | $ | 617,122 | | | 6.000 | % | | $ | 822,829 | | | 8.000 | % | | $ | 874,256 | | | 8.500 | % | Customers Bank | $ | 1,254,082 | | | 10.615 | % | | $ | 708,852 | | | 6.000 | % | | $ | 945,136 | | | 8.000 | % | | $ | 1,004,207 | | | 8.500 | % |
| Total capital (to risk-weighted assets) | Total capital (to risk-weighted assets) | | Total capital (to risk-weighted assets) | |
| Customers Bancorp, Inc. | Customers Bancorp, Inc. | $ | 1,256,309 | | | 12.205 | % | | $ | 823,487 | | | 8.000 | % | | N/A | | N/A | | $ | 1,080,827 | | | 10.500 | % | Customers Bancorp, Inc. | $ | 1,401,119 | | | 11.855 | % | | $ | 945,500 | | | 8.000 | % | | N/A | | N/A | | $ | 1,240,969 | | | 10.500 | % |
| Customers Bank | Customers Bank | $ | 1,330,155 | | | 12.933 | % | | $ | 822,829 | | | 8.000 | % | | $ | 1,028,537 | | | 10.000 | % | | $ | 1,079,964 | | | 10.500 | % | Customers Bank | $ | 1,424,791 | | | 12.060 | % | | $ | 945,136 | | | 8.000 | % | | $ | 1,181,421 | | | 10.000 | % | | $ | 1,240,492 | | | 10.500 | % |
| Tier 1 capital (to average assets) | Tier 1 capital (to average assets) | | Tier 1 capital (to average assets) | |
| Customers Bancorp, Inc. | Customers Bancorp, Inc. | $ | 1,039,281 | | | 9.258 | % | | $ | 449,026 | | | 4.000 | % | | N/A | | N/A | | $ | 449,026 | | | 4.000 | % | Customers Bancorp, Inc. | $ | 1,172,310 | | | 8.597 | % | | $ | 545,485 | | | 4.000 | % | | N/A | | N/A | | $ | 545,485 | | | 4.000 | % |
| Customers Bank | Customers Bank | $ | 1,164,652 | | | 10.379 | % | | $ | 448,851 | | | 4.000 | % | | $ | 561,064 | | | 5.000 | % | | $ | 448,851 | | | 4.000 | % | Customers Bank | $ | 1,254,082 | | | 9.208 | % | | $ | 544,758 | | | 4.000 | % | | $ | 680,947 | | | 5.000 | % | | $ | 544,758 | | | 4.000 | % |
The capital ratios above reflect the capital requirements under "Basel III" adopted effective first quarter 2015 and the capital conservation buffer phased in beginning January 1, 2016. Failure to maintain the required capital conservation buffer will result in limitations on capital distributions and on discretionary bonuses to executive officers. As of June 30, 2020,March 31, 2021, the Bank and Customers Bancorp were in compliance with the Basel III requirements. See "NOTE 10 -11 – REGULATORY CAPITAL" to Customers' unaudited consolidated financial statements for additional discussion regarding regulatory capital requirements.
OFF-BALANCE SHEET ARRANGEMENTS
Customers is involved with financial instruments and other commitments with off-balance sheet risks. Financial instruments with off-balance sheet risks are incurred in the normal course of business to meet the financing needs of the Bank's customers. These financial instruments include commitments to extend credit, including unused portions of lines of credit, and standby letters of credit. Those instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized on the balance sheet.
With commitments to extend credit, exposure to credit loss in the event of non-performance by the other party to the financial instrument is represented by the contractual amount of those instruments. The same credit policies are used in making commitments and
conditional obligations as for on-balance sheet instruments. Because they involve credit risk similar to extending a loan and lease, these financial instruments are subject to the Bank’s credit policy and other underwriting standards.
As of June 30, 2020March 31, 2021 and December 31, 2019,2020, the following off-balance sheet commitments, financial instruments and other arrangements were outstanding:
| | (amounts in thousands) | (amounts in thousands) | June 30, 2020 | | December 31, 2019 | (amounts in thousands) | March 31, 2021 | | December 31, 2020 |
| Commitments to fund loans and leases | Commitments to fund loans and leases | $ | 404,528 | | | $ | 261,902 | | Commitments to fund loans and leases | $ | 342,327 | | | $ | 262,153 | |
| Unfunded commitments to fund mortgage warehouse loans | Unfunded commitments to fund mortgage warehouse loans | 1,226,333 | | | 1,378,364 | | Unfunded commitments to fund mortgage warehouse loans | 2,156,029 | | | 1,933,067 | |
| Unfunded commitments under lines of credit and credit cards | Unfunded commitments under lines of credit and credit cards | 1,172,313 | | | 1,065,474 | | Unfunded commitments under lines of credit and credit cards | 1,196,988 | | | 1,009,031 | |
| Letters of credit | Letters of credit | 26,419 | | | 48,856 | | Letters of credit | 30,512 | | | 27,166 | |
| Other unused commitments | Other unused commitments | 2,466 | | | 2,736 | | Other unused commitments | 1,061 | | | 1,842 | |
Commitments to fund loans and leases, unfunded commitments to fund mortgage warehouse loans, unfunded commitments under lines of credit, letters of credit, and credit cards are agreements to extend credit to or for the benefit of a customer in the ordinary course of the Bank's business.
Commitments to fund loans and leases and unfunded commitments under lines of credit may be obligations of the Bank as long as there is no violation of any condition established in the contract. Because many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. The Bank evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if the Bank deems it necessary upon extension of credit, is based upon management’s credit evaluation. Collateral held varies but may include personal or commercial real estate, accounts receivable, inventory and equipment.
Mortgage warehouse loan commitments are agreements to fund the pipelines of mortgage banking businesses from closing of individual mortgage loans until their sale into the secondary market. Most of the individual mortgage loans are insured or guaranteed by the U.S. government through one of its programs such as FHA, VA, or are conventional loans eligible for sale to Fannie Mae and Freddie Mac. These commitments generally fluctuate monthly based on changes in interest rates, refinance activity, new home sales and laws and regulation.
Outstanding letters of credit written are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. Letters of credit may obligate the Bank to fund draws under those letters of credit whether or not a customer continues to meet the conditions of the extension of credit. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan and lease facilities to customers.
Customers recognized a credit or credit loss benefit on unfunded commitments of $1.3 million during the three months ended March 31, 2021 resulting in an ACL of $1.0 million as of March 31, 2021.
Effect of Government Monetary Policies
Our earnings are and will be affected by domestic economic conditions and the monetary and fiscal policies of the United States government and its agencies. An important function of the Federal Reserve Board is to regulate the money supply and interest rates. Among the instruments used to implement those objectives are open market operations in United States government securities and changes in reserve requirements against member bank deposits. These instruments are used in varying combinations to influence overall growth and distribution of bank loans and leases, investments, and deposits, and their use may also affect rates charged on loans and leases or paid for deposits.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Sensitivity
The largest component of Customers' net income is net interest income, and the majority of its financial instruments are interest rate sensitive assets and liabilities with various term structures and maturities. One of the primary objectives of management is to optimize net interest income while minimizing interest rate risk. Interest rate risk is derived from timing differences in the repricing of assets and liabilities, loan prepayments, deposit withdrawals and differences in lending and funding rates. Customers' asset/liability committee actively seeks to monitor and control the mix of interest rate sensitive assets and interest rate sensitive liabilities.
Customers uses two complementary methods to analyze and measure interest rate sensitivity as part of the overall management of interest rate risk; they are income scenario modeling and estimates of EVE. The combination of these two methods provides a reasonably comprehensive summary of the levels of interest rate risk of Customers' exposure to time factors and changes in interest rate environments.
Income scenario modeling is used to measure interest rate sensitivity and manage interest rate risk. Income scenario considers not only the impact of changing market interest rates upon forecasted net interest income but also other factors such as yield-curve relationships, the volume and mix of assets and liabilities, customer preferences and general market conditions.
Through the use of income scenario modeling, Customers has estimated the net interest income for the periodstwelve months ending June 30, 2021March 31, 2022 and December 31, 2020,2021, based upon the assets, liabilities and off-balance sheet financial instruments in existence at June 30, 2020March 31, 2021 and December 31, 2019.2020. Customers has also estimated changes to that estimated net interest income based upon interest rates rising or falling immediately (“rate shocks”). For upward rate shocks modeling a rising rate environment at June 30, 2020,March 31, 2021, current market interest rates were increased immediately by 100, 200, and 300 basis points. For downward rate shocks modeling a falling rate environment, current market rates were only decreased immediately by 100 basis points due to the limitations of the current low interest rate environment that renders the Down 200 and Down 300 rate shocks impractical. The downward rate shocks modeled will be revisited in the future if necessary and will be contingent upon additional Federal Reserve interest rate hikes. The following table reflects the estimated percentage change in estimated net interest income for the periodstwelve months ending June 30, 2020March 31, 2022 and December 31, 2019,2021, resulting from changes in interest rates.
Net change in net interest income
| | | % Change | | | % Change |
| Rate Shocks | Rate Shocks | June 30, 2020 | | December 31, 2019 | Rate Shocks | March 31, 2021 | | December 31, 2020 |
| Up 3% | Up 3% | 7.8% | | 3.3% | Up 3% | 1.5% | | (2.7)% |
| Up 2% | Up 2% | 5.8% | | 2.7% | Up 2% | 1.4% | | (1.6)% |
| Up 1% | Up 1% | 3.2% | | 1.6% | Up 1% | 0.8% | | (0.8)% |
| Down 1% | Down 1% | 4.2% | | (1.9)% | Down 1% | (0.1)% | | 1.4% |
|
The net changes in net interest income in all scenarios are within Customers Bank's interest rate risk policy guidelines.
EVE estimates the discounted present value of asset and liability cash flows. Discount rates are based upon market prices for comparable assets and liabilities. Upward and downward rate shocks are used to measure volatility of EVE in relation to a constant rate environment. For upward rate shocks modeling a rising rate environment at June 30, 2020,March 31, 2021, current market interest rates were were only increased immediately by 100, 200, and 300 basis points. For downward rate shocks modeling a falling rate environment, current market rates were decreased immediately by 100 basis points due to the limitations of the current low interest rate environment that renders the Down 200 and Down 300 rate shocks impractical. The downward rate shocks modeled will be revisited in the future if necessary and will be contingent upon additional Federal Reserve interest rate hikes. This method of measurement primarily evaluates the longer term repricing risks and options in Customers Bank’s balance sheet. The following table reflects the estimated EVE at risk and the ratio of EVE to EVE adjusted assets at June 30, 2020March 31, 2021 and December 31, 2019,2020, resulting from shocks to interest rates.
| | | From base | | | From base |
| Rate Shocks | Rate Shocks | June 30, 2020 | | December 31, 2019 | Rate Shocks | March 31, 2021 | | December 31, 2020 |
| Up 3% | Up 3% | (5.8)% | | (5.6)% | Up 3% | (4.0)% | | (18.9)% |
| Up 2% | Up 2% | (2.3)% | | (2.0)% | Up 2% | (0.8)% | | (12.2)% |
| Up 1% | Up 1% | (0.6)% | | (1.0)% | Up 1% | 0.5% | | (6.1)% |
| Down 1% | Down 1% | (0.9)% | | (1.1)% | Down 1% | (9.4)% | | (4.2)% |
|
The net changes in EVE in all scenarios are within Customers Bank's interest rate risk policy guidelines.
Management believes that the assumptions and combination of methods utilized in evaluating estimated net interest income are reasonable. However, the interest rate sensitivity of our assets, liabilities and off-balance sheet financial instruments, as well as the estimated effect of changes in interest rates on estimated net interest income, could vary substantially if different assumptions are used or actual experience differs from the assumptions used in the model.
Item 4. Controls and Procedures
(a) Management's Evaluation of Disclosure Controls and Procedures. As of the end of the period covered by this report, Customers Bancorp carried out an evaluation, under the supervision and with the participation of Customers Bancorp’s management, including Customers Bancorp’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of Customers Bancorp’s disclosure controls and procedures as defined in the Exchange Act Rules 13a-15(e) and 15d-15(e). Based upon the evaluation, the Chief Executive Officer and Chief Financial Officer concluded that Customers Bancorp’s disclosure controls and procedures were effective as of June 30, 2020.March 31, 2021.
(b) Changes in Internal Control Over Financial Reporting. During the quarter ended June 30, 2020,March 31, 2021, there have been no changes in Customers Bancorp's internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, Customers Bancorp's internal control over financial reporting.
The emergence of the COVID-19 pandemic during first quarter 2020 necessitated the execution of several Customers Bancorp contingency plans. Beginning in March 2020 and continuing through this filing date, Customers Bancorp had a substantial number of its team members working remotely under such contingency plans. The execution of these contingency plans have not materially affected, or are reasonably likely to materially affect, Customers' internal control over financial reporting.
Part II. OTHER INFORMATION
Item 1. Legal Proceedings
For information on Customers' legal proceedings, refer to “NOTE 1514 – LOSS CONTINGENCIES” to the unaudited consolidated financial statements.
Item 1A. Risk Factors
In addition to the other information set forth in this Quarterly Report, you should carefully consider the factors discussed in “Risk Factors” included within the 20192020 Form 10-K. There are no material changes from the risk factors included within the 20192020 Form 10-K, other than the risks described below.10-K. The risks described within the 20192020 Form 10-K and below are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently believe to be immaterial also may materially adversely affect our business, financial condition and/or operating results. See “Item 2 -– Management’s Discussion and Analysis of Financial Condition and Results of Operations -– Cautionary Note Regarding Forward-Looking Statements.”
The COVID-19 pandemic has impacted our business, and the ultimate impact on our business and financial results will depend on future developments, which are highly uncertain and cannot be predicted, including the scope and duration of the pandemic and actions taken by governmental authorities in response to the pandemic.
The COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains, lowered equity market valuations, created significant volatility and disruption in financial markets, and increased unemployment levels. In addition, the pandemic has resulted in temporary closures of many businesses and the institution of social distancing and sheltering in place requirements in many states and communities. As a result, the demand for our products and services may be significantly impacted. Furthermore, the pandemic has influenced and could further influence the recognition of credit losses in our loan and lease portfolios and has increased and could further increase our allowance for credit losses, particularly as businesses remain closed and as more customers may draw on their lines of credit or seek additional loans to help finance their businesses. Similarly, because of changing economic and market conditions affecting issuers, the securities we hold may lose value. Our business operations may also be disrupted if significant portions of our workforce are unable to work effectively, including because of illness, quarantines, government actions, or other restrictions in connection with the pandemic. In response to the pandemic, we have also enacted hardship relief assistance for customers experiencing financial difficulty as a result of COVID-19, including fee and penalty waivers, loan deferrals or other scenarios that may help our customers. In addition, we are a lender for the Small Business Administration's Paycheck Protection Program ("PPP") and other SBA, Federal Reserve or United States Treasury programs that have been or may be created in the future in response to the pandemic. These programs are new and their effects on Customers' business are uncertain. The extent to which the COVID-19 pandemic impacts our business, results of operations, and financial condition, as well as our regulatory capital and liquidity ratios, will depend on future developments, which are highly uncertain and cannot be predicted, including the scope and duration of the pandemic and actions taken by governmental authorities and other third parties in response to the pandemic.
To the extent the COVID-19 pandemic continues to adversely affect the economy, and/or adversely affects our business, results of operations or financial condition, it may also have the effect of increasing the likelihood and/or magnitude of other risks described in the section captioned "Risk Factors" in our 2019 Form 10-K, including those risks related to business operations, industry/market, our securities and credit, or risks described in our other filings with the SEC.
Risks Related to the Proposed Sale of BankMobile Technologies to Megalith Financial Acquisition Corp.
We face a number of risks relating to our announced plans to sell BankMobile Technologies.
We have announced our plans to dispose of the technology arm of our BankMobile business through a merger transaction through which Megalith Financial Acquisition Corp. (“MFAC”), a special purpose acquisition company, will acquire the Bank’s subsidiary, BankMobile Technologies, Inc. (“BMT”). The completion of the merger will be subject to a number of conditions, including receipt by MFAC of stockholder approval of the transaction, receipt of all necessary regulatory approvals, MFAC meeting certain net tangible assets and minimum cash requirements and other conditions. Certain of the conditions will not be within our control, and we cannot guarantee you that we will be able to complete the merger on the terms we have agreed to with MFAC, or at all. The steps we take to complete this transaction may adversely affect our business and the value of Customers and/or BMT. Uncertainty as to our ability to complete the transaction and uncertainty as to the timing of the completion of the transaction may adversely affect analyst and shareholder views of our business and prospects, which could adversely affect our share price. Executing the merger may also result in the diversion of our management’s attention from Customers’ day-to-day operations generally, and the expenses we incur in executing the transaction may exceed our expectations, which may adversely affect our results of operations. In addition, even if we are successful
in completing the sale of BMT, it is possible that we and our shareholders may not receive the benefits we presently anticipate from this transaction.
Failure to complete the proposed sale of BMT could negatively impact our share price, our future business and financial results.
We cannot assure you that our proposed sale of BMT will be completed in the time frame we currently anticipate, or at all. If we do not complete the proposed sale, we and our shareholders will not receive the expected benefits of such proposed transactions, but we will have incurred significant costs in connection with our pursuit of the transaction. In addition, we cannot assure you that alternative opportunities to sell or otherwise divest BMT will be available to us, or, if available, will be on terms at least as favorable to us and our shareholders as the terms of the proposed merger with MFAC. Market conditions, the possible need to secure regulatory, shareholder or other approvals and other factors will affect our ability to pursue alternative opportunities. In addition, the value of our common and preferred stock may decline if the proposed transactions are not completed, and uncertainty as to whether alternative transactions may be available for the disposition of BMT, and as to the timing, form and terms of any such alternative disposition may adversely affect analyst and shareholder views as to the value of BMT, which could further adversely affect the value of our securities.
If we are unable to complete the proposed sale of BMT in a timely fashion, or at all, we will continue to face the risks and challenges associated with the BankMobile business.
If we do not complete the proposed sale of BMT in a timely fashion, or at all, we will continue to face the risks and challenges associated with the BankMobile business, including those risks described in the “Risk Factors” discussion in our 2019 Form 10-K. We cannot assure you that we will be able to address and manage these risks so as to preserve or increase the value of the BankMobile business, and any failure to preserve or increase the value of the BankMobile business could adversely affect our business as a whole and our ability to divest BMT in an alternative transaction on favorable terms, or at all.
We will continue to own a significant amount of the resulting company following the completion of BMT’s merger with MFAC and, as such, the future value of the stock consideration we receive in the merger and our ability to realize the value of our own ownership of BM Technologies shares will be subject to a number of risks and challenges.
Following completion of the proposed merger, we expect to own approximately 47% of the outstanding stock of BM Technologies, depending on the amount of shares MFAC stockholders elect to have redeemed in connection with the completion of the merger. As a result, the benefits we obtain from the stock consideration we will receive in the merger will depend on BM Technologies’s future performance, as well as factors impacting the value of fintech companies generally, conditions in the financial markets and other factors affecting public companies. Although our BankMobile division, as an operating segment of ours, recently became profitable, there can be no assurance that BMT, a component of our BankMobile division, will be profitable following completion of the merger or that BM Technologies will be able to successfully execute its business plan, address competitive conditions in its markets and take other actions necessary to increase its value and the value of our shareholdings. In addition, although we have stated that it is our plan to reduce our ownership stake in the post-merger company gradually following the closing of the transaction, we cannot assure you that we will be able to do so on favorable terms or in the time frame we currently anticipate. We also are subject to a lock-up agreement that will prevent us from disposing of any of the shares, except in limited circumstances, for a period of up to 180 days from the closing of the transaction.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On November 26, 2013,Issuer Purchases of Equity Securities
Customers Bancorp did not purchase any shares of its common stock during the Bancorp's board of directors authorized athree months ended March 31, 2021 pursuant to an existing stock repurchase plan in which the Bancorp could acquire up to 5% of its current outstanding shares not to exceed a 20% premium over the then current book value. On December 11, 2018, the Bancorp's board of directors amended the terms of the 2013 stock repurchase plan to adjust the repurchase terms and book value measurement date such that Customers was authorized to purchase shares of common stock at prices not to exceed the book value per share of Customers' common stock measured as of September 30, 2018. Customers repurchased all remaining authorized shares pursuant to this program in January 2019. Accordingly, there were no common shares repurchased during second quarter 2020.plan.
Dividends on Common Stock
Customers Bancorp historically has not paid any cash dividends on its shares of common stock and does not expect to do so in the foreseeable future.
Any future determination relating to our dividend policy will be made at the discretion of Customers Bancorp’s board of directors and will depend on a number of factors, including earnings and financial condition, liquidity and capital requirements, the general economic and regulatory climate, ability to service any equity or debt obligations senior to our common stock, including obligations to pay dividends to the holders of Customers Bancorp's issued and outstanding shares of preferred stock and other factors deemed relevant by the Board of Directors.
In addition, as a bank holding company, Customers Bancorp is subject to general regulatory restrictions on the payment of cash dividends. Federal bank regulatory agencies have the authority to prohibit bank holding companies from engaging in unsafe or unsound practices in conducting their business, which, depending on the financial condition and liquidity of the holding company at the time, could include the payment of dividends. Further, various federal and state statutory provisions limit the amount of dividends that bank subsidiaries can pay to their parent holding company without regulatory approval. Generally, subsidiaries are prohibited from paying dividends when doing so would cause them to fall below the regulatory minimum capital levels, and limits exist on paying dividends in excess of net income for specified periods.
Beginning January 1, 2015, the ability to pay dividends and the amounts that can be paid will be limited to the extent the Bank's capital ratios do not exceed the minimum required levels plus 250 basis points, as these requirements were phased in through January 1, 2019.
Special Dividends of BM Technologies, Inc. Common Stock
On January 4, 2021, Customers Bancorp completed the previously announced divestiture of BankMobile Technologies, Inc., a wholly owned subsidiary of Customers Bank, to MFAC Merger Sub Inc., an indirect wholly-owned subsidiary of Megalith Financial Acquisition Corp., pursuant to an Agreement and Plan of Merger, dated August 6, 2020, as amended, by and among MFAC, MFAC Merger Sub Inc., BMT, Customers Bank and Customers Bancorp. In connection with the closing of the divestiture, MFAC changed its name to “BM Technologies, Inc.” and began trading on the NYSE under the ticker symbol "BMTX".
Upon closing of the divestiture, Customers received cash consideration of $23.1 million and holders of Customers common stock who held their Customers shares as of the close of business on December 18, 2020 received an aggregate of 4,876,387 shares of BM Technologies' common stock in the form of a special dividend. Each holder of Customers common stock was entitled to receive 0.15389 shares of BM Technologies' common stock for each share of Customers common stock held as of the close of business on December 18, 2020. No fractional shares of BM Technologies' common stock were issued; fractional share otherwise issuable were rounded to the nearest whole share. Certain team members of BMT also received 1,348,748 shares of BM Technologies' common stock in the form of severance payments.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None
Item 6. Exhibits
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| Exhibit No. | | Description |
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| * | |
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| | First Amendment to Agreement and Plan Merger, dated November 2, 2020, by and among Megalith Financial Acquisition Corp., MFAC Merger Sub, Inc., Customers Bank, BankMobile Technologies, and Customers Bancorp, incorporated by reference to Exhibit 2.1 to the Customers Bancorp 8-K filed with the SEC on November 2, 2020 |
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| | Second Amendment to Agreement and Plan Merger, dated December 8, 2020, by and among Megalith Financial Acquisition Corp., MFAC Merger Sub, Inc., Customers Bank, BankMobile Technologies, and Customers Bancorp, incorporated by reference to Exhibit 2.3 to the Customers Bancorp 8-K filed with the SEC on January 8, 2021 |
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| | Indenture, dated as of July 30, 2013, by and between Customers Bancorp, Inc., as Issuer, and Wilmington Trust, National Association, as Trustee, incorporated by reference to Exhibit 4.1 to the Customers Bancorp Form 8-K filed with the SEC on July 31, 2013 |
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| | Second Supplemental Indenture, dated as of June 30, 2017, by and between Customers Bancorp, Inc, as Issuer, and Wilmington Trust, National Association, As Trustee, incorporated by reference to Exhibit 4.1 to the Customers Bancorp Form 8-K filed with the SEC on June 30, 2017 |
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| | First Supplemental Indenture, dated as of December 9, 2019, between Customers Bancorp, Inc., as Issuer, and Wilmington Trust, National Association, as Trustee, incorporated by reference to Exhibit 4.2 to the Customers Bancorp Form 8-K filed with the SEC on December 9, 2019 |
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| | Sponsor Share Letter,Transition Services Agreement, dated August 6, 2020,January 4, 2021, by and among Sponsor, Megalithbetween Customers Bank and Customers Bank,BM Technologies, Inc., incorporated by reference to Exhibit 10.1 to the Customers BancorpBancorp’s Form 8-K filed with the SEC on August 6, 2020January 8, 2021 |
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| 101 | | |
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| 104 | | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
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| 101.SCH | | XBRL Taxonomy Extension Schema Document. |
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| 101.CAL | | XBRL Taxonomy Extension Calculation Linkbase Document. |
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| 101.DEF | | XBRL Taxonomy Extension Definitions Linkbase Document. |
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| 101.LAB | | XBRL Taxonomy Extension Label Linkbase Document. |
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| 101.PRE | | XBRL Taxonomy Extension Presentation Linkbase Document. |
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* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule will be furnished to the SEC upon its request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| Customers Bancorp, Inc. | | |
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AugustMay 10, 20202021 | By: | | /s/ Jay S. Sidhu |
| Name: | | Jay S. Sidhu |
| Title: | | Chairman and Chief Executive Officer
(Principal Executive Officer) |
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AugustMay 10, 20202021 | By: | | /s/ Carla A. Leibold |
| Name: | | Carla A. Leibold |
| Title: | | Chief Financial Officer
(Principal Financial Officer) |
Exhibit Index
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Exhibit No. | | Description |
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| | Indenture, dated as of July 30, 2013, by and between Customers Bancorp, Inc., as Issuer, and Wilmington Trust, National Association, as Trustee, incorporated by reference to Exhibit 4.1 to the Customers Bancorp Form 8-K filed with the SEC on July 31, 2013 |
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| | Second Supplemental Indenture, dated as of June 30, 2017, by and between Customers Bancorp, Inc, as Issuer, and Wilmington Trust, National Association, As Trustee, incorporated by reference to Exhibit 4.1 to the Customers Bancorp Form 8-K filed with the SEC on June 30, 2017 |
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| | First Supplemental Indenture, dated as of December 9, 2019, between Customers Bancorp, Inc., as Issuer, and Wilmington Trust, National Association, as Trustee, incorporated by reference to Exhibit 4.2 to the Customers Bancorp Form 8-K filed with the SEC on December 9, 2019 |
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101 | | |
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104 | | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
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101.SCH | | XBRL Taxonomy Extension Schema Document. |
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101.CAL | | XBRL Taxonomy Extension Calculation Linkbase Document. |
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101.DEF | | XBRL Taxonomy Extension Definitions Linkbase Document. |
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101.LAB | | XBRL Taxonomy Extension Label Linkbase Document. |
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101.PRE | | XBRL Taxonomy Extension Presentation Linkbase Document. |
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* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule will be furnished to the SEC upon its request.
