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, 2021
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 001-14585
FIRST HAWAIIAN, INC.
(Exact Name of Registrant as Specified in its Charter)
| ||
Delaware | | 99-0156159 |
(State or Other Jurisdiction of Incorporation or Organization) | | (I.R.S. Employer Identification No.) |
| ||
999 Bishop Street, 29th Floor Honolulu, HI | | 96813 |
(Address of Principal Executive Offices) | | (Zip Code) |
(808) 525-7000
(Registrant’s telephone number, including area code)
Not Applicable
(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 Symbol(s) | | Name of each exchange on which registered: |
Common Stock, par value $0.01 per share | | FHB | | NASDAQ Global Select Market |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ◻.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ◻.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ||
Large Accelerated Filer ⌧ | | Accelerated filer ◻ |
Non-accelerated filer ◻ | | Smaller reporting company ☐ Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒.
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 129,585,404 shares of Common Stock, par value $0.01 per share, were outstanding as of July 26, 2021.
TABLE OF CONTENTS
FIRST HAWAIIAN, INC.
FORM 10-Q
INDEX
1
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FIRST HAWAIIAN, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
| | | | | | | | | | | | |
| | Three Months Ended | | Six Months Ended | ||||||||
| | June 30, | | June 30, | ||||||||
(dollars in thousands, except per share amounts) |
| 2021 |
| 2020 |
| 2021 |
| 2020 | ||||
Interest income | | | | | | | | | | | | |
Loans and lease financing | | $ | 110,919 | | $ | 122,298 | | $ | 221,858 | | $ | 257,269 |
Available-for-sale securities | | | 24,637 | | | 17,529 | | | 47,783 | | | 38,739 |
Other | | | 666 | | | 792 | | | 1,157 | | | 3,143 |
Total interest income | | | 136,222 | | | 140,619 | | | 270,798 | | | 299,151 |
Interest expense | | | | | | | | | | | | |
Deposits | | | 3,363 | | | 8,583 | | | 7,419 | | | 24,183 |
Short-term and long-term borrowings | | | 1,378 | | | 4,214 | | | 2,740 | | | 8,463 |
Total interest expense | | | 4,741 | | | 12,797 | | | 10,159 | | | 32,646 |
Net interest income | | | 131,481 | | | 127,822 | | | 260,639 | | | 266,505 |
Provision for credit losses | | | (35,000) | | | 55,446 | | | (35,000) | | | 96,646 |
Net interest income after provision for credit losses | | | 166,481 | | | 72,376 | | | 295,639 | | | 169,859 |
Noninterest income | | | | | | | | | | | | |
Service charges on deposit accounts | | | 6,632 | | | 5,927 | | | 13,350 | | | 14,877 |
Credit and debit card fees | | | 16,746 | | | 10,870 | | | 31,297 | | | 25,819 |
Other service charges and fees | | | 10,303 | | | 7,912 | | | 19,149 | | | 16,451 |
Trust and investment services income | | | 8,707 | | | 8,664 | | | 17,199 | | | 18,255 |
Bank-owned life insurance | | | 3,104 | | | 4,432 | | | 5,493 | | | 6,692 |
Investment securities gains (losses), net | | | 102 | | | (211) | | | 102 | | | (126) |
Other | | | 3,777 | | | 8,062 | | | 6,649 | | | 12,916 |
Total noninterest income | | | 49,371 | | | 45,656 | | | 93,239 | | | 94,884 |
Noninterest expense | | | | | | | | | | | | |
Salaries and employee benefits | | | 45,982 | | | 42,414 | | | 89,918 | | | 87,243 |
Contracted services and professional fees | | | 16,516 | | | 15,478 | | | 33,704 | | | 31,533 |
Occupancy | | | 7,314 | | | 7,302 | | | 14,484 | | | 14,545 |
Equipment | | | 6,362 | | | 5,207 | | | 11,853 | | | 9,915 |
Regulatory assessment and fees | | | 1,826 | | | 2,100 | | | 3,860 | | | 4,046 |
Advertising and marketing | | | 1,469 | | | 1,402 | | | 3,060 | | | 3,225 |
Card rewards program | | | 6,262 | | | 5,163 | | | 11,097 | | | 12,178 |
Other | | | 13,657 | | | 12,384 | | | 27,718 | | | 25,231 |
Total noninterest expense | | | 99,388 | | | 91,450 | | | 195,694 | | | 187,916 |
Income before provision for income taxes | | | 116,464 | | | 26,582 | | | 193,184 | | | 76,827 |
Provision for income taxes | | | 29,723 | | | 6,533 | | | 48,750 | | | 17,913 |
Net income | | $ | 86,741 | | $ | 20,049 | | $ | 144,434 | | $ | 58,914 |
Basic earnings per share | | $ | 0.67 | | $ | 0.15 | | $ | 1.11 | | $ | 0.45 |
Diluted earnings per share | | $ | 0.67 | | $ | 0.15 | | $ | 1.11 | | $ | 0.45 |
Basic weighted-average outstanding shares | | | 129,392,339 | | | 129,856,730 | | | 129,661,228 | | | 129,876,218 |
Diluted weighted-average outstanding shares | | | 129,828,847 | | | 130,005,195 | | | 130,164,762 | | | 130,163,722 |
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
2
FIRST HAWAIIAN, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
| | | | | | | | | | | | |
| | Three Months Ended | | Six Months Ended | ||||||||
| | June 30, | | June 30, | ||||||||
(dollars in thousands) |
| 2021 |
| 2020 |
| 2021 |
| 2020 | ||||
Net income | | $ | 86,741 |
| $ | 20,049 | | $ | 144,434 |
| $ | 58,914 |
Other comprehensive income (loss), net of tax: | | | | | | | | | | | | |
Net change in pensions and other benefits | | | — | | | — | | | — | | | (96) |
Net change in investment securities | | | 13,733 | | | 48,602 | | | (61,306) | | | 84,576 |
Other comprehensive income (loss) | | | 13,733 | | | 48,602 | | | (61,306) | | | 84,480 |
Total comprehensive income | | $ | 100,474 | | $ | 68,651 | | $ | 83,128 | | $ | 143,394 |
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
3
FIRST HAWAIIAN, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(Unaudited)
| | | | | | |
| | June 30, | | December 31, | ||
(dollars in thousands, except share amount) |
| 2021 |
| 2020 | ||
Assets | | | | | | |
Cash and due from banks | | $ | 347,861 | | $ | 303,373 |
Interest-bearing deposits in other banks | | | 1,558,437 | | | 737,571 |
Investment securities, at fair value (amortized cost: $6,951,153 as of June 30, 2021 and $5,985,031 as of December 31, 2020) | | | 6,953,930 | | | 6,071,415 |
Loans held for sale | | | 1,241 | | | 11,579 |
Loans and leases | | | 13,103,785 | | | 13,279,097 |
Less: allowance for credit losses | | | 169,148 | | | 208,454 |
Net loans and leases | | | 12,934,637 | | | 13,070,643 |
| | | | | | |
Premises and equipment, net | | | 319,452 | | | 322,401 |
Accrued interest receivable | | | 66,734 | | | 69,626 |
Bank-owned life insurance | | | 466,402 | | | 466,537 |
Goodwill | | | 995,492 | | | 995,492 |
Mortgage servicing rights | | | 10,007 | | | 10,731 |
Other assets | | | 592,135 | | | 603,463 |
Total assets | | $ | 24,246,328 | | $ | 22,662,831 |
Liabilities and Stockholders' Equity | | | | | | |
Deposits: | | | | | | |
Interest-bearing | | $ | 12,245,193 | | $ | 11,705,609 |
Noninterest-bearing | | | 8,589,922 | | | 7,522,114 |
Total deposits | | | 20,835,115 | | | 19,227,723 |
Long-term borrowings | | | 200,000 | | | 200,010 |
Retirement benefits payable | | | 144,101 | | | 143,373 |
Other liabilities | | | 335,771 | | | 347,621 |
Total liabilities | | | 21,514,987 | | | 19,918,727 |
| | | | | | |
Commitments and contingent liabilities (Note 12) | | | | | | |
| | | | | | |
Stockholders' equity | | | | | | |
Common stock ($0.01 par value; authorized 300,000,000 shares; issued/outstanding: 140,542,398 / 129,019,871 as of June 30, 2021; issued/outstanding: 140,191,133 / 129,912,272 as of December 31, 2020) | | | 1,405 | | | 1,402 |
Additional paid-in capital | | | 2,520,790 | | | 2,514,014 |
Retained earnings | | | 550,511 | | | 473,974 |
Accumulated other comprehensive (loss) income, net | | | (29,702) | | | 31,604 |
Treasury stock (11,522,527 shares as of June 30, 2021 and 10,278,861 shares as of December 31, 2020) | | | (311,663) | | | (276,890) |
Total stockholders' equity | | | 2,731,341 | | | 2,744,104 |
Total liabilities and stockholders' equity | | $ | 24,246,328 | | $ | 22,662,831 |
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
4
FIRST HAWAIIAN, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
| | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, 2021 | ||||||||||||||||||
| | | | | | | | | | | | | Accumulated | | | | | | | |
| | | | | | | Additional | | | | | Other | | | | | | | ||
| | Common Stock | | Paid-In | | Retained | | Comprehensive | | Treasury | | | | |||||||
(dollars in thousands, except share amounts) |
| Shares |
| Amount |
| Capital |
| Earnings |
| Income (Loss) |
| Stock |
| Total | ||||||
Balance as of March 31, 2021 | | 129,749,890 | | $ | 1,405 | | $ | 2,517,048 | | $ | 497,418 | | $ | (43,435) | | $ | (288,806) | | $ | 2,683,630 |
Net income | | — | | | — | | | — | | | 86,741 | | | — | | | — | | | 86,741 |
Cash dividends declared ($0.26 per share) | | — | | | — | | | — | | | (33,637) | | | — | | | — | | | (33,637) |
Equity-based awards | | 69,828 | | | — | | | 3,742 | | | (11) | | | — | | | (471) | | | 3,260 |
Common stock repurchased | | (799,847) | | | — | | | — | | | — | | | — | | | (22,386) | | | (22,386) |
Other comprehensive income, net of tax | | — | | | — | | | — | | | — | | | 13,733 | | | — | | | 13,733 |
Balance as of June 30, 2021 | | 129,019,871 | | $ | 1,405 | | $ | 2,520,790 | | $ | 550,511 | | $ | (29,702) | | $ | (311,663) | | $ | 2,731,341 |
| | | | | | | | | | | | | | | | | | | | |
| | Six Months Ended June 30, 2021 | ||||||||||||||||||
| | | | | | | | | | | | | Accumulated | | | | | | | |
| | | | | | | Additional | | | | | Other | | | | | | | ||
| | Common Stock | | Paid-In | | Retained | | Comprehensive | | Treasury | | | | |||||||
(dollars in thousands, except share amounts) |
| Shares |
| Amount |
| Capital |
| Earnings |
| Income (Loss) |
| Stock |
| Total | ||||||
Balance as of December 31, 2020 |
| 129,912,272 | | $ | 1,402 |
| $ | 2,514,014 |
| $ | 473,974 |
| $ | 31,604 |
| $ | (276,890) |
| $ | 2,744,104 |
Net income | | — | | | — | | | — | | | 144,434 | | | — | | | — | | | 144,434 |
Cash dividends declared ($0.52 per share) | | — | | | — | | | — | | | (67,448) | | | — | | | — | | | (67,448) |
Equity-based awards | | 239,910 | | | 3 | | | 6,776 | | | (449) | | | — | | | (2,845) | | | 3,485 |
Common stock repurchased | | (1,132,311) | | | — | | | — | | | — | | | — | | | (31,928) | | | (31,928) |
Other comprehensive loss, net of tax | | — | | | — | | | — | | | — | | | (61,306) | | | — | | | (61,306) |
Balance as of June 30, 2021 | | 129,019,871 | | $ | 1,405 | | $ | 2,520,790 | | $ | 550,511 | | $ | (29,702) | | $ | (311,663) | | $ | 2,731,341 |
5
FIRST HAWAIIAN, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (continued)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, 2020 | ||||||||||||||||||
| | | | | | | | | | | | | Accumulated | | | | | | | |
| | | | | | | Additional | | | | | Other | | | | | | | ||
| | Common Stock | | Paid-In | | Retained | | Comprehensive | | Treasury | | | | |||||||
(dollars in thousands, except share amounts) |
| Shares |
| Amount |
| Capital |
| Earnings |
| Income (Loss) |
| Stock |
| Total | ||||||
Balance as of March 31, 2020 | | 129,827,968 | | $ | 1,401 | | $ | 2,506,477 | | $ | 429,323 | | $ | 4,129 | | $ | (276,645) | | $ | 2,664,685 |
Net income | | — | | | — | | | — | | | 20,049 | | | — | | | — | | | 20,049 |
Cash dividends declared ($0.26 per share) | | — | | | — | | | — | | | (33,765) | | | — | | | — | | | (33,765) |
Equity-based awards | | 38,930 | | | — | | | 2,794 | | | (311) | | | — | | | (157) | | | 2,326 |
Other comprehensive income, net of tax | | — | | | — | | | — | | | — | | | 48,602 | | | — | | | 48,602 |
Balance as of June 30, 2020 | | 129,866,898 | | $ | 1,401 | | $ | 2,509,271 | | $ | 415,296 | | $ | 52,731 | | $ | (276,802) | | $ | 2,701,897 |
| | | | | | | | | | | | | | | | | | | | |
| | Six Months Ended June 30, 2020 | ||||||||||||||||||
| | | | | | | | | | | | | Accumulated | | | | | | | |
| | | | | | | Additional | | | | | Other | | | | | | | ||
| | Common Stock | | Paid-In | | Retained | | Comprehensive | | Treasury | | | | |||||||
(dollars in thousands, except share amounts) |
| Shares |
| Amount |
| Capital |
| Earnings |
| Income (Loss) |
| Stock |
| Total | ||||||
Balance as of December 31, 2019 | | 129,928,479 | | $ | 1,399 | | $ | 2,503,677 | | $ | 437,072 | | $ | (31,749) | | $ | (270,141) | | $ | 2,640,258 |
Cumulative-effect adjustment of a change in accounting principle, net of tax: ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments | | — | | | — | | | — | | | (12,517) | | | — | | | — | | | (12,517) |
Net income | | — | | | — | | | — | | | 58,914 | | | — | | | — | | | 58,914 |
Cash dividends declared ($0.52 per share) | | — | | | — | | | — | | | (67,547) | | | — | | | — | | | (67,547) |
Equity-based awards | | 156,178 | | | 2 | | | 5,594 | | | (626) | | | — | | | (1,661) | | | 3,309 |
Common stock repurchased | | (217,759) | | | — | | | — | | | — | | | — | | | (5,000) | | | (5,000) |
Other comprehensive income, net of tax | | — | | | — | | | — | | | — | | | 84,480 | | | — | | | 84,480 |
Balance as of June 30, 2020 | | 129,866,898 | | $ | 1,401 | | $ | 2,509,271 | | $ | 415,296 | | $ | 52,731 | | $ | (276,802) | | $ | 2,701,897 |
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
6
FIRST HAWAIIAN, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| | | | | | |
| | Six Months Ended | ||||
| | June 30, | ||||
(dollars in thousands) |
| 2021 |
| 2020 | ||
Cash flows from operating activities | | | | | | |
Net income | | $ | 144,434 | | $ | 58,914 |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | |
Provision for credit losses | | | (35,000) | | | 96,646 |
Depreciation, amortization and accretion, net | | | 27,567 | | | 34,058 |
Deferred income tax provision (benefits) | | | 7,168 | | | (13,786) |
Stock-based compensation | | | 6,779 | | | 5,596 |
Other losses (gains) | | | 76 | | | (33) |
Originations of loans held for sale | | | (73,368) | | | (123,331) |
Proceeds from sales of loans held for sale | | | 85,787 | | | 120,970 |
Net gains on sales of loans originated for investment and held for sale | | | (2,442) | | | (4,581) |
Net (gains) losses on investment securities | | | (102) | | | 126 |
Change in assets and liabilities: | | | | | | |
Net decrease in other assets | | | 19,740 | | | 18,272 |
Net increase (decrease) in other liabilities | | | 67,557 | | | (84,298) |
Net cash provided by operating activities | | | 248,196 | | | 108,553 |
Cash flows from investing activities | | | | | | |
Available-for-sale securities: | | | | | | |
Proceeds from maturities and principal repayments | | | 920,073 | | | 597,670 |
Proceeds from calls and sales | | | 2,820 | | | 644,703 |
Purchases | | | (1,900,080) | | | (2,195,832) |
Other investments: | | | | | | |
Proceeds from sales | | | 7,956 | | | 18,346 |
Purchases | | | (60,155) | | | (27,562) |
Loans: | | | | | | |
Net decrease (increase) in loans and leases resulting from originations and principal repayments | | | 183,820 | | | (698,069) |
Proceeds from sales of loans originated for investment | | | 2,200 | | | 132,011 |
Purchases of loans | | | (39,558) | | | (40,611) |
Proceeds from bank-owned life insurance | | | 5,628 | | | 1,845 |
Purchases of premises, equipment and software | | | (9,689) | | | (20,646) |
Proceeds from sales of premises and equipment | | | 1,394 | | | — |
Proceeds from sales of other real estate owned | | | — | | | 316 |
Other | | | (2,422) | | | (1,951) |
Net cash used in investing activities | | | (888,013) | | | (1,589,780) |
Cash flows from financing activities | | | | | | |
Net increase in deposits | | | 1,607,392 | | | 2,916,640 |
Repayment of short-term borrowings | | | — | | | (200,000) |
Dividends paid | | | (67,448) | | | (67,547) |
Stock tendered for payment of withholding taxes | | | (2,845) | | | (1,661) |
Common stock repurchased | | | (31,928) | | | (5,000) |
Net cash provided by financing activities | | | 1,505,171 | | | 2,642,432 |
Net increase in cash and cash equivalents | | | 865,354 | | | 1,161,205 |
Cash and cash equivalents at beginning of period | | | 1,040,944 | | | 694,017 |
Cash and cash equivalents at end of period | | $ | 1,906,298 | | $ | 1,855,222 |
| | | | | | |
Supplemental disclosures | | | | | | |
Interest paid | | $ | 14,464 | | $ | 37,370 |
Income taxes paid, net of income tax refunds | | | 30,399 | | | 4,242 |
Noncash investing and financing activities: | | | | | | |
Operating lease right-of-use assets obtained in exchange for new lease obligations | | | 7,221 | | | 1,965 |
Transfers from loans and leases to loans held for sale | | | 1,839 | | | 130,863 |
Obligation to fund low-income housing partnerships | | | 15,314 | | | 11,369 |
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
7
FIRST HAWAIIAN, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Organization and Basis of Presentation
First Hawaiian, Inc. (“FHI” or the “Parent”), a bank holding company, owns 100% of the outstanding common stock of First Hawaiian Bank (“FHB” or the “Bank”), its only direct, wholly owned subsidiary. FHB offers a comprehensive suite of banking services, including loans, deposit products, wealth management, insurance, trust, retirement planning, credit card and merchant processing services, to consumer and commercial customers.
The accompanying unaudited interim consolidated financial statements of First Hawaiian, Inc. and Subsidiary (the “Company”) have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations.
The accompanying unaudited interim consolidated financial statements and notes thereto should be read in conjunction with the Company’s audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.
In the opinion of management, all adjustments, which consist of normal recurring adjustments necessary for a fair presentation of the interim period consolidated financial information, have been made. Results of operations for interim periods are not necessarily indicative of results to be expected for the entire year. Intercompany account balances and transactions have been eliminated in consolidation.
Use of Estimates in the Preparation of Financial Statements
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates on historical experience and various other assumptions believed to be reasonable. Although these estimates are based on management’s best knowledge of current events, actual results may differ from these estimates.
Accounting Standards Adopted in 2021
In October 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-08, Codification Improvements to Subtopic 310-20, Receivables – Nonrefundable Fees and Other Costs. Prior to the adoption of ASU No. 2020-08, previous guidance shortened the amortization period for certain purchased callable debt securities held at a premium by requiring that entities amortize the premium associated with those callable debt securities to the earliest call date. The guidance in ASU No. 2020-08 changes the amortization period so that an entity shall amortize the premium to the next call date. The Company adopted the provisions of ASU No. 2020-08 on January 1, 2021 and it did not have a material impact on the Company’s consolidated financial statements.
Recent Accounting Pronouncements
The following ASU has been issued by the FASB and is applicable to the Company in future reporting periods.
In July 2021, the FASB issued ASU No. 2021-05, Leases (Topic 842), Lessors – Certain Leases with Variable Lease Payments. This guidance amends the Topic 842 lease classification requirements for lessors to align them with practice under Topic 840. Lessors should classify and account for a lease with variable lease payments that do not depend on a reference index or a rate as an operating lease if both of the following criteria are met: 1) the lease would have been classified as a sales-type lease or a direct financing lease in accordance with the Topic 842 lease classification criteria, and 2) the lessor would have otherwise recognized a day-one loss. This update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021. As the Company adopted Topic 842 before the issuance date of this ASU, the Company has the option to apply these amendments either 1) retrospectively to leases that commenced or were modified on or after the adoption of Topic 842, or 2) prospectively to leases that commence or are modified on or after the date that
8
the Company adopts ASU No. 2021-05. Early adoption is permitted. The Company is in the process of evaluating the impact that this new guidance may have on the Company’s consolidated financial statements.
2. Investment Securities
As of June 30, 2021 and December 31, 2020, investment securities consisted predominantly of the following investment categories:
U.S. Treasury and debt securities – includes U.S. Treasury notes and debt securities issued by government agencies.
Mortgage-backed securities – includes securities backed by notes or receivables secured by mortgage assets with cash flows based on actual or scheduled payments.
Collateralized mortgage obligations – includes securities backed by a pool of mortgages with cash flows distributed based on certain rules rather than pass through payments.
As of June 30, 2021 and December 31, 2020, all of the Company’s investment securities were classified as available-for-sale. Amortized cost and fair value of securities as of June 30, 2021 and December 31, 2020 were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | June 30, 2021 | | December 31, 2020 | ||||||||||||||||||||
| | Amortized | | Unrealized | | Unrealized | | Fair | | Amortized | | Unrealized | | Unrealized | | Fair | ||||||||
(dollars in thousands) |
| Cost |
| Gains |
| Losses |
| Value |
| Cost |
| Gains |
| Losses |
| Value | ||||||||
U.S. Treasury and government agency debt securities | | $ | 182,354 | | $ | 545 | | $ | (2,127) | | $ | 180,772 | | $ | 170,123 | | $ | 1,359 | | $ | (61) | | $ | 171,421 |
Mortgage-backed securities: | | | | | | | | | | | | | | | | | | | | | | | | |
Residential - Government agency | | | 110,115 | | | 3,174 | | | — | | | 113,289 | | | 155,169 | | | 5,293 | | | — | | | 160,462 |
Residential - Government-sponsored enterprises | | | 1,257,032 | | | 10,776 | | | (4,360) | | | 1,263,448 | | | 434,282 | | | 13,643 | | | (725) | | | 447,200 |
Commercial - Government agency | | | 487,607 | | | 6,956 | | | (3,116) | | | 491,447 | | | 583,232 | | | 16,537 | | | (119) | | | 599,650 |
Commercial - Government-sponsored enterprises | | | 1,244,031 | | | 7,116 | | | (27,342) | | | 1,223,805 | | | 931,095 | | | 9,045 | | | (7,983) | | | 932,157 |
Collateralized mortgage obligations: | | | | | | | | | | | | | | | | | | | | | | | | |
Government agency | | | 1,645,170 | | | 22,631 | | | (5,667) | | | 1,662,134 | | | 1,902,326 | | | 32,246 | | | (1,019) | | | 1,933,553 |
Government-sponsored enterprises | | | 2,024,844 | | | 11,195 | | | (17,004) | | | 2,019,035 | | | 1,808,804 | | | 18,991 | | | (823) | | | 1,826,972 |
Total available-for-sale securities | | $ | 6,951,153 | | $ | 62,393 | | $ | (59,616) | | $ | 6,953,930 | | $ | 5,985,031 | | $ | 97,114 | | $ | (10,730) | | $ | 6,071,415 |
Accrued interest receivable related to available-for-sale investment securities was $11.6 million and $10.6 million as of June 30, 2021 and December 31, 2020, respectively, and is recorded separately from the amortized cost basis of investment securities on the Company’s unaudited interim consolidated balance sheets.
Proceeds from calls and sales of investment securities were $0.2 million and $2.5 million, respectively, for the three months ended June 30, 2021, and $0.3 million and $2.5 million, respectively, for the six months ended June 30, 2021. Proceeds from calls and sales of investment securities were $26.7 million and $539.5 million, respectively, for the three months ended June 30, 2020, and $101.7 million and $543.0 million, respectively, for the six months ended June 30, 2020. The Company recorded gross realized gains of $0.1 million and gross realized losses of NaN during both the three and six months ended June 30, 2021. The Company recorded gross realized gains of $0.5 million and gross realized losses of $0.8 million for the three months ended June 30, 2020, and gross realized gains of $0.6 million and gross realized losses of $0.8 million for the six months ended June 30, 2020. The income tax expense related to the Company’s net realized gains on the sale of investment securities was NaN during both the three and six months ended June 30, 2021. The income tax benefit related to the net realized loss on the sale of investment securities was $0.1 million and NaN, respectively, for the three and six months ended June 30, 2020. Gains and losses realized on sales of securities are determined using the specific identification method.
Interest income from taxable investment securities was $22.4 million and $17.5 million, respectively, for the three months ended June 30, 2021 and 2020, and $44.6 million and $38.7 million, respectively, for the six months ended June 30, 2021 and 2020. Interest income from non-taxable investment securities was $2.2 million and NaN, respectively, during the three months ended June 30, 2021 and 2020, and $3.2 million and NaN, respectively, during the six months ended June 30, 2021 and 2020.
9
The amortized cost and fair value of debt securities issued by the U.S. Treasury and government agencies as of June 30, 2021, by contractual maturity, are shown below. Mortgage-backed securities and collateralized mortgage obligations are disclosed separately in the table below as remaining expected maturities will differ from contractual maturities as borrowers have the right to prepay obligations.
| | | | | | |
| | June 30, 2021 | ||||
| | Amortized | | Fair | ||
(dollars in thousands) |
| Cost |
| Value | ||
Due in one year or less | | $ | — | | $ | — |
Due after one year through five years | | | 41,497 | | | 41,787 |
Due after five years through ten years | | | 83,608 | | | 82,670 |
Due after ten years | | | 57,249 | | | 56,315 |
| | | 182,354 | | | 180,772 |
| | | | | | |
Mortgage-backed securities: | | | | | | |
Residential - Government agency | | | 110,115 | | | 113,289 |
Residential - Government-sponsored enterprises | | | 1,257,032 | | | 1,263,448 |
Commercial - Government agency | | | 487,607 | | | 491,447 |
Commercial - Government-sponsored enterprises | | | 1,244,031 | | | 1,223,805 |
Total mortgage-backed securities | | | 3,098,785 | | | 3,091,989 |
Collateralized mortgage obligations: | | | | | | |
Government agency | | | 1,645,170 | | | 1,662,134 |
Government-sponsored enterprises | | | 2,024,844 | | | 2,019,035 |
Total collateralized mortgage obligations | | | 3,670,014 | | | 3,681,169 |
Total available-for-sale securities | | $ | 6,951,153 | | $ | 6,953,930 |
At June 30, 2021, pledged securities totaled $2.0 billion, of which $1.8 billion was pledged to secure public deposits and $192.8 million was pledged to secure other financial transactions. At December 31, 2020, pledged securities totaled $2.4 billion, of which $2.3 billion was pledged to secure public deposits and $186.1 million was pledged to secure other financial transactions.
The Company held 0 securities of any single issuer, other than debt securities issued by the U.S. government, government agencies and government-sponsored enterprises, taken in the aggregate, which were in excess of 10% of stockholders’ equity as of June 30, 2021 or December 31, 2020.
The following tables present the unrealized gross losses and fair values of securities in the available-for-sale portfolio by length of time that the 162 and 50 individual securities in each category have been in a continuous loss position as of June 30, 2021 and December 31, 2020, respectively. The unrealized losses on investment securities were attributable to changes in interest rates, relative to when the investment securities were purchased, and not due to the credit quality of the investment securities.
| | | | | | | | | | | | | | | | | | |
| | Time in Continuous Loss as of June 30, 2021 | ||||||||||||||||
| | Less Than 12 Months | | 12 Months or More | | Total | ||||||||||||
| | Unrealized | | | | | Unrealized | | | | | Unrealized | | | | |||
(dollars in thousands) |
| Losses |
| Fair Value |
| Losses |
| Fair Value |
| Losses |
| Fair Value | ||||||
U.S. Treasury and government agency debt securities | | $ | (2,127) | | $ | 120,987 | | $ | — | | $ | — | | $ | (2,127) | | $ | 120,987 |
Mortgage-backed securities: | | | | | | | | | | | | | | | | | | |
Residential - Government-sponsored enterprises | | | (4,360) | | | 618,414 | | | — | | | — | | | (4,360) | | | 618,414 |
Commercial - Government agency | | | (2,899) | | | 193,041 | | | (217) | | | 7,064 | | | (3,116) | | | 200,105 |
Commercial - Government-sponsored enterprises | | | (27,342) | | | 865,899 | | | — | | | — | | | (27,342) | | | 865,899 |
Collateralized mortgage obligations: | | | | | | | | | | | | | | | | | | |
Government agency | | | (5,667) | | | 463,392 | | | — | | | — | | | (5,667) | | | 463,392 |
Government-sponsored enterprises | | | (17,004) | | | 1,237,282 | | | — | | | — | | | (17,004) | | | 1,237,282 |
Total available-for-sale securities with unrealized losses | | $ | (59,399) | | $ | 3,499,015 | | $ | (217) | | $ | 7,064 | | $ | (59,616) | | $ | 3,506,079 |
10
| | | | | | | | | | | | | | | | | | |
| | Time in Continuous Loss as of December 31, 2020 | ||||||||||||||||
| | Less Than 12 Months | | 12 Months or More | | Total | ||||||||||||
| | Unrealized | | | | | Unrealized | | | | | Unrealized | | | | |||
(dollars in thousands) |
| Losses |
| Fair Value |
| Losses |
| Fair Value |
| Losses |
| Fair Value | ||||||
U.S. Treasury and government agency debt securities | | $ | (61) | | $ | 38,507 | | $ | — | | $ | — | | $ | (61) | | $ | 38,507 |
Mortgage-backed securities: | | | | | | | | | | | | | | | | | | |
Residential - Government-sponsored enterprises | | | (725) | | | 64,987 | | | — | | | — | | | (725) | | | 64,987 |
Commercial - Government agency | | | (119) | | | 32,346 | | | — | | | — | | | (119) | | | 32,346 |
Commercial - Government-sponsored enterprises | | | (7,983) | | | 427,759 | | | — | | | — | | | (7,983) | | | 427,759 |
Collateralized mortgage obligations: | | | | | | | | | | | | | | | | | | |
Government agency | | | (994) | | | 209,124 | | | (25) | | | 6,190 | | | (1,019) | | | 215,314 |
Government-sponsored enterprises | | | (823) | | | 296,160 | | | — | | | — | | | (823) | | | 296,160 |
Total available-for-sale securities with unrealized losses | | $ | (10,705) | | $ | 1,068,883 | | $ | (25) | | $ | 6,190 | | $ | (10,730) | | $ | 1,075,073 |
At June 30, 2021 and December 31, 2020, the Company did not have any securities with the intent to sell and determined it was more likely than not that the Company would not be required to sell the securities prior to recovery of the amortized cost basis. As the Company had the intent and ability to hold the remaining securities in an unrealized loss position as of June 30, 2021 and December 31, 2020, each security with an unrealized loss position in the above tables has been further assessed to determine if a credit loss exists. As of June 30, 2021 and December 31, 2020, the Company did not expect any credit losses in its debt securities and 0 credit losses were recognized on securities during the three and six months ended June 30, 2021 and for the year ended December 31, 2020.
As of June 30, 2021 and December 31, 2020, the Company’s available-for-sale investment securities were comprised entirely of debt, mortgage-backed securities and collateralized mortgage obligations issued by the U.S. Government, its agencies and government-sponsored enterprises. Management has concluded that the long history with 0 credit losses from these issuers indicates an expectation that nonpayment of the amortized cost basis is 0. The Company’s available-for-sale investment securities are explicitly or implicitly fully guaranteed by the U.S. government. The U.S. government can print its own currency and its currency is routinely held by central banks and other major financial institutions. The dollar is used in international commerce, and commonly is viewed as a reserve currency, all of which qualitatively indicates that historical credit loss information should be minimally affected by current conditions and reasonable and supportable forecasts. Thus, the Company has not recorded an allowance for credit losses for its available-for-sale debt securities as of June 30, 2021 and December 31, 2020.
Visa Class B Restricted Shares
In 2008, the Company received 394,000 Visa Class B restricted shares as part of Visa’s IPO. Visa Class B restricted shares are not currently convertible to publicly traded Visa Class A common shares, and only transferable in limited circumstances, until the settlement of certain litigation which are indemnified by Visa members, including the Company. As there are existing transfer restrictions and the outcome of the aforementioned litigation is uncertain, these shares were included in the consolidated balance sheets at their historical cost of $0.
In 2016, the Company recorded a $22.7 million net realized gain related to the sale of 274,000 Visa Class B restricted shares. Concurrent with the sale of the Visa Class B restricted shares, the Company entered into an agreement with the buyer that requires payment to the buyer in the event Visa reduces each member bank’s Class B conversion rate to unrestricted Class A common shares. On June 28, 2018, Visa additionally funded its litigation escrow account, thereby reducing each member bank’s Class B conversion rate to unrestricted Class A common shares. Accordingly, on July 5, 2018, Visa announced a decrease in conversion rate from 1.6483 to 1.6298, effective June 28, 2018. In July 2018, the Company made a payment of approximately $0.7 million to the buyer as a result of the reduction in the Visa Class B conversion rate. On September 27, 2019, Visa additionally funded its litigation escrow account, thereby further reducing each member bank’s Class B conversion rate to unrestricted Class A common shares. Accordingly, on September 30, 2019, Visa announced a decrease in conversion rate from 1.6298 to 1.6228, effective September 27, 2019. In October 2019, the Company made a payment of approximately $0.3 million to the buyer as a result of the reduction in the Visa Class B conversion rate. See “Note 11. Derivative Financial Instruments” for more information.
The Company held approximately 120,000 Visa Class B restricted shares as of both June 30, 2021 and December 31, 2020. These shares continued to be carried at $0 cost basis as of both June 30, 2021 and December 31, 2020.
11
3. Loans and Leases
As of June 30, 2021 and December 31, 2020, loans and leases were comprised of the following:
| | | | | | |
| | June 30, | | December 31, | ||
(dollars in thousands) |
| 2021 |
| 2020 | ||
Commercial and industrial | | $ | 2,564,547 | | $ | 3,019,507 |
Commercial real estate | | | 3,528,068 | | | 3,392,676 |
Construction | | | 853,865 | | | 735,819 |
Residential: | | | | | | |
Residential mortgage | | | 3,821,407 | |
| 3,690,218 |
Home equity line | | | 825,368 | | | 841,624 |
Total residential | |
| 4,646,775 | | | 4,531,842 |
Consumer | | | 1,267,559 | | | 1,353,842 |
Lease financing | | | 242,971 | | | 245,411 |
Total loans and leases | | $ | 13,103,785 | | $ | 13,279,097 |
Outstanding loan balances are reported net of deferred loan costs and fees of $20.4 million and $26.1 million at June 30, 2021 and December 31, 2020, respectively.
Accrued interest receivable related to loans and leases was $55.1 million and $59.0 million as of June 30, 2021 and December 31, 2020, respectively, and is recorded separately from the amortized cost basis of loans and leases on the Company’s unaudited interim consolidated balance sheets.
As of June 30, 2021, residential real estate loans totaling $2.6 billion were pledged to collateralize the Company’s borrowing capacity at the Federal Home Loan Bank of Des Moines (“FHLB”), and consumer, commercial and industrial, commercial real estate and residential real estate loans totaling $1.9 billion were pledged to collateralize the Company’s borrowing capacity at the Federal Reserve Bank of San Francisco (“FRB”). As of December 31, 2020, residential real estate loans totaling $2.9 billion were pledged to collateralize the Company’s borrowing capacity at the FHLB, and consumer, commercial and industrial, commercial real estate and residential mortgage loans totaling $1.9 billion were pledged to collateralize the Company’s borrowing capacity at the FRB. Residential real estate loans collateralized by properties that were in the process of foreclosure totaled $2.6 million and $2.3 million as of June 30, 2021 and December 31, 2020, respectively.
In the course of evaluating the credit risk presented by a customer and the pricing that will adequately compensate the Company for assuming that risk, management may require a certain amount of collateral support. The type of collateral held varies, but may include accounts receivable, inventory, land, buildings, equipment, income-producing commercial properties and residential real estate. The Company applies the same collateral policy for loans whether they are funded immediately or on a delayed basis. The loan and lease portfolio is principally located in Hawaii and, to a lesser extent, on the U.S. Mainland, Guam and Saipan. The risk inherent in the portfolio depends upon both the economic strength and stability of the state or territories, which affects property values, and the financial strength and creditworthiness of the borrowers.
4. Allowance for Credit Losses
The Company maintains the allowance for credit losses for loans and leases (the “ACL”) that is deducted from the amortized cost basis of loans and leases to present the net carrying value of loans and leases expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectibility of the reported amount of loans and leases.
The Company also maintains an estimated reserve for unfunded commitments on the unaudited interim consolidated balance sheets. The reserve for unfunded commitments is reduced in the period in which the off-balance sheet financial instruments expire, loan funding occurs, or is otherwise settled.
12
In response to the COVID-19 pandemic, on March 27, 2020, the CARES Act was signed into law. The CARES Act creates a forbearance program for federally backed mortgage loans, protects borrowers from negative credit reporting due to loan accommodations related to the National Emergency, and provides financial institutions the option to temporarily suspend certain requirements under GAAP related to troubled debt restructurings (“TDRs”) for a limited period of time to account for the effects of COVID-19. Financial institutions accounting for eligible loans under the CARES Act are not required to report such loans as TDRs in accordance with GAAP. In addition, Interagency Statements were issued on March 22, 2020 and April 7, 2020 to encourage financial institutions to work prudently with borrowers and to describe the agencies’ interpretation of how current accounting rules under GAAP apply to certain COVID-19 related modifications. The agencies confirmed with the FASB that short-term modifications (e.g., six months or less) for payment deferrals, fee waivers, extensions of repayment terms, or delays in payment that are insignificant and made on a good faith basis in response to borrowers impacted by COVID-19 who were current prior to any relief are not TDRs under GAAP. The agencies also confirmed that these short-term modifications should not be reported as being on nonaccrual status and should not be considered past due during the period of the deferral. The Company has adopted the provisions of both the CARES Act and Interagency Statements. The Company is first applying the CARES Act guidance in determining if certain loan modifications are not required to be reported as TDRs. If the loan modification does not qualify under the CARES Act, then the Interagency Statement guidance is applied. On December 27, 2020, the Consolidated Appropriations Act – 2021 (the “CAA”) was signed into law, which extends the temporary relief from TDR reporting through the earlier of (1) January 1, 2022, or (2) 60 days after the date on which the national emergency concerning COVID-19 terminates. The interim consolidated financial information below reflects the application of this guidance.
Rollforward of the Allowance for Credit Losses
The following presents the activity in the ACL by class of loans and leases for the three and six months ended June 30, 2021 and 2020:
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, 2021 | | ||||||||||||||||||||||
| | Commercial Lending | | Residential Lending | | | | | | | | ||||||||||||||
| | Commercial | | Commercial | | | | | | | | Home | | | | | | | | ||||||
| | and | | Real | | | | Lease | | Residential | | Equity | | | | | | | | ||||||
(dollars in thousands) |
| Industrial |
| Estate |
| Construction |
| Financing |
| Mortgage |
| Line |
| Consumer |
| Total |
| ||||||||
Allowance for credit losses: | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance at beginning of period | | $ | 27,322 | | $ | 51,691 | | $ | 10,552 | | $ | 3,197 | | $ | 38,471 | | $ | 6,668 | | $ | 62,465 | | $ | 200,366 | |
Charge-offs | | | (330) | | | — | | | — | | | — | | | — | | | — | | | (3,917) | | | (4,247) | |
Recoveries | | | 287 | | | 12 | | | — | | | — | | | 14 | | | 38 | | | 2,797 | | | 3,148 | |
Decrease in Provision | | | (4,216) | | | (4,670) | | | (400) | | | (130) | | | (4,277) | | | (456) | | | (15,970) | | | (30,119) | |
Balance at end of period | | $ | 23,063 | | $ | 47,033 | | $ | 10,152 | | $ | 3,067 | | $ | 34,208 | | $ | 6,250 | | $ | 45,375 | | $ | 169,148 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Six Months Ended June 30, 2021 | ||||||||||||||||||||||
| | Commercial Lending | | Residential Lending | | | | | | | ||||||||||||||
| | Commercial | | Commercial | | | | | | | | Home | | | | | | | ||||||
| | and | | Real | | | | Lease | | Residential | | Equity | | | | | | | ||||||
(dollars in thousands) |
| Industrial |
| Estate |
| Construction |
| Financing |
| Mortgage |
| Line |
| Consumer |
| Total | ||||||||
Allowance for credit losses: | | | | | | | | | | | | | | | | | | | | | | | | |
Balance at beginning of period | | $ | 24,711 | | $ | 58,123 | | $ | 10,039 | | $ | 3,298 | | $ | 40,461 | | $ | 7,163 | | $ | 64,659 | | $ | 208,454 |
Charge-offs | | | (1,293) | | | (66) | | | — | | | — | | | (98) | | | — | | | (10,458) | | | (11,915) |
Recoveries | | | 502 | | | 15 | | | 166 | | | — | | | 31 | | | 62 | | | 5,452 | | | 6,228 |
Decrease in Provision | | | (857) | | | (11,039) | | | (53) | | | (231) | | | (6,186) | | | (975) | | | (14,278) | | | (33,619) |
Balance at end of period | | $ | 23,063 | | $ | 47,033 | | $ | 10,152 | | $ | 3,067 | | $ | 34,208 | | $ | 6,250 | | $ | 45,375 | | $ | 169,148 |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, 2020 | ||||||||||||||||||||||
| | Commercial Lending | | Residential Lending | | | | | | | ||||||||||||||
| | Commercial | | Commercial | | | | | | | | Home | | | | | | | ||||||
| | and | | Real | | | | Lease | | Residential | | Equity | | | | | | | ||||||
(dollars in thousands) |
| Industrial |
| Estate |
| Construction |
| Financing |
| Mortgage |
| Line |
| Consumer |
| Total | ||||||||
Allowance for credit losses: | | | | | | | | | | | | | | | | | | | | | | | | |
Balance at beginning of period | | $ | 20,884 | | $ | 42,838 | | $ | 8,824 | | $ | 851 | | $ | 30,021 | | $ | 6,556 | | $ | 56,039 | | $ | 166,013 |
Charge-offs | | | (13,974) | | | (2,723) | | | (379) | | | — | | | (14) | | | — | | | (8,907) | | | (25,997) |
Recoveries | | | 100 | | | — | | | 30 | | | — | | | 17 | | | 8 | | | 2,456 | | | 2,611 |
Increase (decrease) in Provision | | | 14,289 | | | 13,007 | | | (3,199) | | | 2,986 | | | 3,850 | | | 1,071 | | | 17,489 | | | 49,493 |
Balance at end of period | | $ | 21,299 | | $ | 53,122 | | $ | 5,276 | | $ | 3,837 | | $ | 33,874 | | $ | 7,635 | | $ | 67,077 | | $ | 192,120 |
13
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Six Months Ended June 30, 2020 | |||||||||||||||||||||||||
| | Commercial Lending | | Residential Lending | | | | | | | | | | ||||||||||||||
| | Commercial | | Commercial | | | | | | | | Home | | | | | | | | | | ||||||
| | and | | Real | | | | Lease | | Residential | | Equity | | | | | | | | | | ||||||
(dollars in thousands) |
| Industrial |
| Estate |
| Construction |
| Financing |
| Mortgage |
| Line |
| Consumer |
| Unallocated |
| Total | |||||||||
Allowance for credit losses: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance at beginning of period | | $ | 28,975 | | $ | 22,325 | | $ | 4,844 | | $ | 424 | | $ | 29,303 | | $ | 9,876 | | $ | 34,644 | | $ | 139 | | $ | 130,530 |
Adoption of ASU No. 2016-13 | | | (16,105) | | | 10,559 | | | (1,803) | | | 207 | | | (2,793) | | | (4,731) | | | 15,575 | | | (139) | | | 770 |
Charge-offs | | | (14,175) | | | (2,723) | | | (379) | | | — | | | (14) | | | (8) | | | (17,504) | | | — | | | (34,803) |
Recoveries | | | 320 | | | — | | | 140 | | | — | | | 152 | | | 130 | | | 4,539 | | | — | | | 5,281 |
Increase in Provision | | | 22,284 | | | 22,961 | | | 2,474 | | | 3,206 | | | 7,226 | | | 2,368 | | | 29,823 | | | — | | | 90,342 |
Balance at end of period | | $ | 21,299 | | $ | 53,122 | | $ | 5,276 | | $ | 3,837 | | $ | 33,874 | | $ | 7,635 | | $ | 67,077 | | $ | — | | $ | 192,120 |
Rollforward of the Reserve for Unfunded Commitments
The following presents the activity in the Reserve for Unfunded Commitments for the three and six months ended June 30, 2021 and 2020:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, 2021 | ||||||||||||||||||||||
| | Commercial Lending | | Residential Lending | | | | | | | ||||||||||||||
| | Commercial | | Commercial | | | | | | | | Home | | | | | | | ||||||
| | and | | Real | | | | Lease | | Residential | | Equity | | | | | | | ||||||
(dollars in thousands) |
| Industrial |
| Estate |
| Construction |
| Financing |
| Mortgage |
| Line |
| Consumer |
| Total | ||||||||
Reserve for unfunded commitments: | | | | | | | | | | | | | | | | | | | | | | | | |
Balance at beginning of period | | $ | 16,129 | | $ | 1,112 | | $ | 8,313 | | $ | — | | $ | — | | $ | 8,500 | | $ | 49 | | $ | 34,103 |
Decrease in Provision | | | (3,321) | | | (134) | | | (440) | | | — | | | — | | | (979) | | | (7) | | | (4,881) |
Balance at end of period | | $ | 12,808 | | $ | 978 | | $ | 7,873 | | $ | — | | $ | — | | $ | 7,521 | | $ | 42 | | $ | 29,222 |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Six Months Ended June 30, 2021 | ||||||||||||||||||||||
| | Commercial Lending | | Residential Lending | | | | | | | ||||||||||||||
| | Commercial | | Commercial | | | | | | | | Home | | | | | | | ||||||
| | and | | Real | | | | Lease | | Residential | | Equity | | | | | | | ||||||
(dollars in thousands) |
| Industrial |
| Estate |
| Construction |
| Financing |
| Mortgage |
| Line |
| Consumer |
| Total | ||||||||
Reserve for unfunded commitments: | | | | | | | | | | | | | | | | | | | | | | | | |
Balance at beginning of period | | $ | 11,719 | | $ | 1,328 | | $ | 9,037 | | $ | — | | $ | 2 | | $ | 8,452 | | $ | 65 | | $ | 30,603 |
Increase (decrease) in Provision | | | 1,089 | | | (350) | | | (1,164) | | | — | | | (2) | | | (931) | | | (23) | | | (1,381) |
Balance at end of period | | $ | 12,808 | | $ | 978 | | $ | 7,873 | | $ | — | | $ | — | | $ | 7,521 | | $ | 42 | | $ | 29,222 |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, 2020 | ||||||||||||||||||||||
| | Commercial Lending | | Residential Lending | | | | | | | ||||||||||||||
| | Commercial | | Commercial | | | | | | | | Home | | | | | | | ||||||
| | and | | Real | | | | Lease | | Residential | | Equity | | | | | | | ||||||
(dollars in thousands) |
| Industrial |
| Estate |
| Construction |
| Financing |
| Mortgage |
| Line |
| Consumer |
| Total | ||||||||
Reserve for unfunded commitments: | | | | | | | | | | | | | | | | | | | | | | | | |
Balance at beginning of period | | $ | 4,791 | | $ | 696 | | $ | 4,813 | | $ | — | | $ | 1 | | $ | 6,927 | | $ | 23 | | $ | 17,251 |
Increase in Provision | | | 3,390 | | | 472 | | | 1,095 | | | — | | | 2 | | | 963 | | | 31 | | | 5,953 |
Balance at end of period | | $ | 8,181 | | $ | 1,168 | | $ | 5,908 | | $ | — | | $ | 3 | | $ | 7,890 | | $ | 54 | | $ | 23,204 |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Six Months Ended June 30, 2020 | ||||||||||||||||||||||
| | Commercial Lending | | Residential Lending | | | | | | | ||||||||||||||
| | Commercial | | Commercial | | | | | | | | Home | | | | | | | ||||||
| | and | | Real | | | | Lease | | Residential | | Equity | | | | | | | ||||||
(dollars in thousands) |
| Industrial |
| Estate |
| Construction |
| Financing |
| Mortgage |
| Line |
| Consumer |
| Total | ||||||||
Reserve for unfunded commitments: | | | | | | | | | | | | | | | | | | | | | | | | |
Balance at beginning of period | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | 600 | | $ | 600 |
Adoption of ASU No. 2016-13 | | | 5,390 | | | 778 | | | 4,119 | | | — | | | 7 | | | 6,587 | | | (581) | | | 16,300 |
Increase (decrease) in Provision | | | 2,791 | | | 390 | | | 1,789 | | | — | | | (4) | | | 1,303 | | | 35 | | | 6,304 |
Balance at end of period | | $ | 8,181 | | $ | 1,168 | | $ | 5,908 | | $ | — | | $ | 3 | | $ | 7,890 | | $ | 54 | | $ | 23,204 |
Credit Quality Information
The Company performs an internal loan review and grading or scoring procedures on an ongoing basis. The review provides management with periodic information as to the quality of the loan portfolio and effectiveness of the Company’s lending policies and procedures. The objective of the loan review and grading or scoring procedures is to identify, in a timely manner, existing or emerging credit quality issues so that appropriate steps can be initiated to avoid or minimize future losses.
14
Loans and leases subject to grading primarily include: commercial and industrial loans, commercial real estate loans, construction loans and lease financing. Other loans subject to grading include installment loans to businesses or individuals for business and commercial purposes, overdraft lines of credit, commercial credit cards, and other credits as may be determined. Credit quality indicators for internally graded loans and leases are generally updated on an annual basis or on a quarterly basis for those loans and leases deemed to be of potentially higher risk.
An internal credit risk rating system is used to determine loan grade and is based on borrower credit risk and transactional risk. The loan grading process is a mechanism used to determine the risk of a particular borrower and is based on the following factors of a borrower: character, earnings and operating cash flow, asset and liability structure, debt capacity, management and controls, borrowing entity, and industry and operating environment.
Pass – “Pass” (uncriticized) loans and leases, are not considered to carry greater than normal risk. The borrower has the apparent ability to satisfy obligations to the Company, and therefore no loss in ultimate collection is anticipated.
Special Mention – Loans and leases that have potential weaknesses deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for assets or in the institution’s credit position at some future date. Special mention assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification.
Substandard – Loans and leases that are inadequately protected by the current financial condition and paying capacity of the obligor or by any collateral pledged. Loans and leases so classified must have a well-defined weakness or weaknesses that jeopardize the collection of the debt. They are characterized by the distinct possibility that the bank may sustain some loss if the deficiencies are not corrected.
Doubtful – Loans and leases that have weaknesses found in substandard borrowers with the added provision that the weaknesses make collection of debt in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.
Loss – Loans and leases classified as loss are considered uncollectible and of such little value that their continuance as an asset is not warranted. This classification does not mean that the loan or lease has absolutely no recovery or salvage value, but rather that it is not practical or desirable to defer writing off this basically worthless asset even though partial recovery may be effected in the future.
Loans that are primarily monitored for credit quality using FICO scores include: residential mortgage loans, home equity lines and consumer loans. FICO scores are calculated primarily based on a consideration of payment history, the current amount of debt, the length of credit history available, a recent history of new sources of credit and the mix of credit type. FICO scores are updated on a monthly, quarterly or bi-annual basis, depending on the product type.
15
The amortized cost basis by year of origination and credit quality indicator of the Company’s loans and leases as of June 30, 2021 was as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | Revolving | | | | |
| | | | | | | | | | | | | | | | | | | | | | | Loans | | | | |
| | | | | | | | | | | | | | | | | | | | | | | Converted | | | | |
| | Term Loans | | Revolving | | to Term | | | | ||||||||||||||||||
| | Amortized Cost Basis by Origination Year | | Loans | | Loans | | | | ||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | Amortized | | Amortized | | | | ||
(dollars in thousands) | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | | Prior | | Cost Basis | | Cost Basis | | Total | |||||||||
Commercial Lending | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Commercial and Industrial | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Risk rating: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Pass | | $ | 606,765 | | $ | 422,457 | | $ | 242,554 | | $ | 136,069 | | $ | 48,828 | | $ | 207,502 | | $ | 674,340 | | $ | 23,935 | | $ | 2,362,450 |
Special Mention | | | 122 | | | 8,994 | | | 33,617 | | | 12,735 | | | 1,425 | | | 4,647 | | | 14,338 | | | 376 | | | 76,254 |
Substandard | | | — | | | 7,149 | | | 2,400 | | | 16,246 | | | 137 | | | 8,731 | | | 6,397 | | | 1,344 | | | 42,404 |
Other (1) | | | 9,812 | | | 8,774 | | | 10,337 | | | 6,632 | | | 3,531 | | | 965 | | | 43,388 | | | — | | | 83,439 |
Total Commercial and Industrial | | | 616,699 | | | 447,374 | | | 288,908 | | | 171,682 | | | 53,921 | | | 221,845 | | | 738,463 | | | 25,655 | | | 2,564,547 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Commercial Real Estate | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Risk rating: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Pass | | | 288,366 | | | 342,013 | | | 571,608 | | | 557,533 | | | 449,551 | | | 1,055,803 | | | 63,775 | | | 2 | | | 3,328,651 |
Special Mention | | | — | | | 1,482 | | | 52,852 | | | 16,081 | | | 33,022 | | | 55,933 | | | 7,604 | | | — | | | 166,974 |
Substandard | | | — | | | 411 | | | — | | | 7,016 | | | 2,069 | | | 21,962 | | | 502 | | | — | | | 31,960 |
Other (1) | | | — | | | — | | | — | | | — | | | — | | | 483 | | | — | | | — | | | 483 |
Total Commercial Real Estate | | | 288,366 | | | 343,906 | | | 624,460 | | | 580,630 | | | 484,642 | | | 1,134,181 | | | 71,881 | | | 2 | | | 3,528,068 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Construction | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Risk rating: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Pass | | | 49,592 | | | 97,149 | | | 296,405 | | | 173,352 | | | 62,983 | | | 70,998 | | | 55,892 | | | — | | | 806,371 |
Special Mention | | | — | | | — | | | 494 | | | 705 | | | — | | | 361 | | | — | | | — | | | 1,560 |
Substandard | | | — | | | — | | | — | | | 373 | | | — | | | 1,378 | | | — | | | — | | | 1,751 |
Other (1) | | | 11,829 | | | 15,036 | | | 5,247 | | | 5,381 | | | 2,953 | | | 2,930 | | | 807 | | | — | | | 44,183 |
Total Construction | | | 61,421 | | | 112,185 | | | 302,146 | | | 179,811 | | | 65,936 | | | 75,667 | | | 56,699 | | | — | | | 853,865 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Lease Financing | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Risk rating: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Pass | | | 21,690 | | | 69,598 | | | 55,494 | | | 11,376 | | | 16,623 | | | 60,091 | | | — | | | — | | | 234,872 |
Special Mention | | | 545 | | | 308 | | | 465 | | | 246 | | | 81 | | | 232 | | | — | | | — | | | 1,877 |
Substandard | | | — | | | 2,720 | | | 1,668 | | | 260 | | | 1,072 | | | 502 | | | — | | | — | | | 6,222 |
Total Lease Financing | | | 22,235 | | | 72,626 | | | 57,627 | | | 11,882 | | | 17,776 | | | 60,825 | | | — | | | — | | | 242,971 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Commercial Lending | | $ | 988,721 | | $ | 976,091 | | $ | 1,273,141 | | $ | 944,005 | | $ | 622,275 | | $ | 1,492,518 | | $ | 867,043 | | $ | 25,657 | | $ | 7,189,451 |
(continued)
16
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | Revolving | | | | |
| | | | | | | | | | | | | | | | | | | | | | | Loans | | | | |
| | | | | | | | | | | | | | | | | | | | | | | Converted | | | | |
| | Term Loans | | Revolving | | to Term | | | | ||||||||||||||||||
| | Amortized Cost Basis by Origination Year | | Loans | | Loans | | | | ||||||||||||||||||
(continued) | | | | | | | | | | | | | | | | | | | | Amortized | | Amortized | | | | ||
(dollars in thousands) | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | | Prior | | Cost Basis | | Cost Basis | | Total | |||||||||
Residential Lending | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Residential Mortgage | | | | | | | | | | | | | | | | | | | | | | | | | | | |
FICO: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
740 and greater | | $ | 570,542 | | $ | 675,163 | | $ | 329,047 | | $ | 224,827 | | $ | 293,853 | | $ | 958,515 | | $ | — | | $ | — | | $ | 3,051,947 |
680 - 739 | | | 68,225 | | | 86,857 | | | 50,699 | | | 43,075 | | | 42,753 | | | 144,223 | | | — | | | — | | | 435,832 |
620 - 679 | | | 11,867 | | | 12,564 | | | 9,988 | | | 6,352 | | | 9,310 | | | 41,478 | | | — | | | — | | | 91,559 |
550 - 619 | | | — | | | 1,018 | | | 171 | | | 1,322 | | | 1,752 | | | 11,788 | | | — | | | — | | | 16,051 |
Less than 550 | | | — | | | 1,274 | | | — | | | 346 | | | 2,545 | | | 2,807 | | | — | | | — | | | 6,972 |
No Score (3) | | | 10,207 | | | 8,602 | | | 15,988 | | | 21,087 | | | 18,814 | | | 51,217 | | | — | | | — | | | 125,915 |
Other (2) | | | 10,440 | | | 17,605 | | | 12,917 | | | 11,910 | | | 19,349 | | | 20,130 | | | 625 | | | 155 | | | 93,131 |
Total Residential Mortgage | | | 671,281 | | | 803,083 | | | 418,810 | | | 308,919 | | | 388,376 | | | 1,230,158 | | | 625 | | | 155 | | | 3,821,407 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Home Equity Line | | | | | | | | | | | | | | | | | | | | | | | | | | | |
FICO: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
740 and greater | | | — | | | — | | | — | | | — | | | — | | | — | | | 610,924 | | | 1,757 | | | 612,681 |
680 - 739 | | | — | | | — | | | — | | | — | | | — | | | — | | | 147,286 | | | 3,619 | | | 150,905 |
620 - 679 | | | — | | | — | | | — | | | — | | | — | | | — | | | 39,660 | | | 2,036 | | | 41,696 |
550 - 619 | | | — | | | — | | | — | | | — | | | — | | | — | | | 12,966 | | | 1,256 | | | 14,222 |
Less than 550 | | | — | | | — | | | — | | | — | | | — | | | — | | | 2,025 | | | 47 | | | 2,072 |
No Score (3) | | | — | | | — | | | — | | | — | | | — | | | — | | | 3,792 | | | — | | | 3,792 |
Total Home Equity Line | | | — | | | — | | | — | | | — | | | — | | | — | | | 816,653 | | | 8,715 | | | 825,368 |
Total Residential Lending | | | 671,281 | | | 803,083 | | | 418,810 | | | 308,919 | | | 388,376 | | | 1,230,158 | | | 817,278 | | | 8,870 | | | 4,646,775 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Consumer Lending | | | | | | | | | | | | | | | | | | | | | | | | | | | |
FICO: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
740 and greater | | | 82,086 | | | 97,867 | | | 100,874 | | | 77,671 | | | 38,340 | | | 16,537 | | | 112,925 | | | 284 | | | 526,584 |
680 - 739 | | | 50,771 | | | 70,303 | | | 73,024 | | | 48,071 | | | 26,097 | | | 12,183 | | | 70,627 | | | 747 | | | 351,823 |
620 - 679 | | | 21,372 | | | 31,170 | | | 37,145 | | | 25,852 | | | 17,799 | | | 9,120 | | | 31,515 | | | 1,258 | | | 175,231 |
550 - 619 | | | 2,887 | | | 9,729 | | | 17,206 | | | 14,016 | | | 11,217 | | | 6,263 | | | 10,652 | | | 1,234 | | | 73,204 |
Less than 550 | | | 322 | | | 3,826 | | | 6,934 | | | 5,439 | | | 3,757 | | | 2,295 | | | 3,184 | | | 748 | | | 26,505 |
No Score (3) | | | 834 | | | 63 | | | 85 | | | 51 | | | 87 | | | 4 | | | 33,144 | | | 420 | | | 34,688 |
Other (2) | | | 394 | | | 370 | | | 1,759 | | | 52 | | | 2,183 | | | 49 | | | 74,717 | | | — | | | 79,524 |
Total Consumer Lending | | | 158,666 | | | 213,328 | | | 237,027 | | | 171,152 | | | 99,480 | | | 46,451 | | | 336,764 | | | 4,691 | | | 1,267,559 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Loans and Leases | | $ | 1,818,668 | | $ | 1,992,502 | | $ | 1,928,978 | | $ | 1,424,076 | | $ | 1,110,131 | | $ | 2,769,127 | | $ | 2,021,085 | | $ | 39,218 | | $ | 13,103,785 |
(1) | Other credit quality indicators used for monitoring purposes are primarily FICO scores. The majority of the loans in this population were originated to borrowers with a prime FICO score. |
(2) | Other credit quality indicators used for monitoring purposes are primarily internal risk ratings. The majority of the loans in this population were graded with a “Pass” rating. |
(3) | No FICO scores are primarily related to loans and leases extended to non-residents. Loans and leases of this nature are primarily secured by collateral and/or are closely monitored for performance. |
17
The amortized cost basis by year of origination and credit quality indicator of the Company’s loans and leases as of December 31, 2020 was as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | Revolving | | | | |
| | | | | | | | | | | | | | | | | | | | | | | Loans | | | | |
| | | | | | | | | | | | | | | | | | | | | | | Converted | | | | |
| | Term Loans | | Revolving | | to Term | | | | ||||||||||||||||||
| | Amortized Cost Basis by Origination Year | | Loans | | Loans | | | | ||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | Amortized | | Amortized | | | | ||
(dollars in thousands) | | 2020 | | 2019 | | 2018 | | 2017 | | 2016 | | Prior | | Cost Basis | | Cost Basis | | Total | |||||||||
Commercial Lending | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Commercial and Industrial | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Risk rating: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Pass | | $ | 873,639 | | $ | 324,030 | | $ | 183,329 | | $ | 73,000 | | $ | 49,886 | | $ | 94,360 | | $ | 1,058,786 | | $ | 28,853 | | $ | 2,685,883 |
Special Mention | | | 20,937 | | | 10,370 | | | 20,164 | | | 2,099 | | | 279 | | | 8,316 | | | 101,183 | | | 1,549 | | | 164,897 |
Substandard | | | 23,804 | | | 2,023 | | | 2,568 | | | 677 | | | 4,063 | | | 8,113 | | | 33,775 | | | 250 | | | 75,273 |
Other (1) | | | 13,142 | | | 13,426 | | | 9,246 | | | 5,337 | | | 1,867 | | | 280 | | | 50,156 | | | — | | | 93,454 |
Total Commercial and Industrial | | | 931,522 | | | 349,849 | | | 215,307 | | | 81,113 | | | 56,095 | | | 111,069 | | | 1,243,900 | | | 30,652 | | | 3,019,507 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Commercial Real Estate | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Risk rating: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Pass | | | 342,845 | | | 611,243 | | | 541,104 | | | 447,366 | | | 295,426 | | | 814,398 | | | 47,604 | | | 323 | | | 3,100,309 |
Special Mention | | | 1,500 | | | 63,617 | | | 26,187 | | | 33,482 | | | 37,841 | | | 61,279 | | | 2,999 | | | — | | | 226,905 |
Substandard | | | 29 | | | 3,964 | | | 18,983 | | | 3,779 | | | 10,615 | | | 18,083 | | | 9,511 | | | — | | | 64,964 |
Other (1) | | | — | | | — | | | — | | | — | | | — | | | 498 | | | — | | | — | | | 498 |
Total Commercial Real Estate | | | 344,374 | | | 678,824 | | | 586,274 | | | 484,627 | | | 343,882 | | | 894,258 | | | 60,114 | | | 323 | | | 3,392,676 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Construction | | | | | | | | | | | | | | | | | | | |