COLUMBIA BANKING SYSTEM INC
For the period ended Jun 30, 2024. Filed Aug 6, 2024.
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Jun 30, 2024 · Filed Aug 6, 2024
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Notes to Condensed Consolidated Financial Statements
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Note 1 –Summary of Significant Accounting Policies
The accounting and financial reporting policies of Columbia Banking System, Inc. conform to accounting principles generally accepted in the United States of America and with prevailing practices within the banking and securities industries. All references in this report to "Columbia," "we," "our," or "us" or similar references mean the Company and its subsidiaries, including the wholly-owned banking subsidiary Umpqua Bank (the "Bank"). FinPac is a commercial equipment leasing company and a wholly-owned subsidiary of the Bank. The accompanying interim condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, and the Bank's wholly-owned subsidiaries. All inter-company balances and transactions have been eliminated. The condensed consolidated financial statements have not been audited. A more detailed description of the Company's accounting policies is included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023. These interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2023.
In preparing these condensed consolidated financial statements, the Company has evaluated events and transactions subsequent to June 30, 2024, for potential recognition or disclosure. In management's opinion, all accounting adjustments necessary to accurately reflect the financial position and results of operations on the accompanying financial statements have been made. These adjustments include normal and recurring accruals considered necessary for a fair and accurate presentation. The results for interim periods are not necessarily indicative of results for the full year or any other interim period.
Basis of Financial Statement Presentation-On February 28, 2023, UHC merged with and into Columbia, with Columbia continuing as the surviving legal corporation. Promptly following the Merger, Columbia’s wholly-owned bank subsidiary, Columbia State Bank, merged with and into UHC’s wholly-owned bank subsidiary, Umpqua Bank, with Umpqua Bank as the surviving bank. Upon completion of the Merger, the combined company became Columbia Banking System, Inc., a financial holding company that wholly owns the Bank.
The Merger was accounted for as a reverse merger using the acquisition method of accounting; therefore, UHC was deemed the acquirer for financial reporting purposes, even though Columbia was the legal acquirer. The Merger was effectively an all-stock transaction and has been accounted for as a business combination. Columbia's financial results for any periods ended prior to February 28, 2023, the Merger Date, reflect UHC results only on a standalone basis. Accordingly, Columbia's reported financial results for the six months ended June 30, 2023, reflect only UHC financial results through the closing of the Merger and may not be directly comparable to the prior or future reported periods. Under the reverse acquisition method of accounting, the assets and liabilities of Columbia were recorded at their respective fair values as of February 28, 2023 ("historical Columbia"). Refer to Note 2- Business Combination for additional information on this acquisition.
Application of new accounting guidance
| Standard | Description | Effective Date | Effect on the Financial Statements or Other Significant Matters |
|---|---|---|---|
| ASU No. 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions | The amendments in this ASU clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The amendments also update the disclosures for equity securities subject to contractual restrictions. | Fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023. | The Company adopted the guidance on January 1, 2024, using a prospective methodology, and it did not have a material impact on the Company's consolidated financial statements. |
| ASU No. 2023-02, Investments - Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method (a consensus of the Emerging Issues Task Force) | The amendments in this ASU permit companies to elect to account for their tax equity investments, regardless of the tax credit program from which the income tax credits are received, using the proportional amortization method if certain conditions are met. Under the proportional amortization method, an entity amortizes the initial cost of the investment in proportion to the income tax credits and other income tax benefits received and recognizes the net amortization and income tax credits and other income tax benefits in the statement of income as a component of income tax expense (benefit). The amendments also require that a reporting entity disclose certain information in annual and interim reporting periods that enable investors to understand the investments that generate income tax credits and other income tax benefits from a tax credit program. | Fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023. | The Company adopted the guidance on January 1, 2024, and it did not have a material impact on the Company’s consolidated financial statements. Refer to Note 13 - Income Taxes for additional information. |
Recent accounting pronouncements
| Standard | Description | Effective Date | Effect on the Financial Statements or Other Significant Matters |
|---|---|---|---|
| ASU No. 2023-06, Disclosure Improvements | The amendments in this ASU modify the disclosure or presentation requirements of a variety of topics in the codification. The amendments align the requirements in the codification with the SEC’s regulations. | Each amendment is effective on the date on which the SEC removes the related disclosure requirement from Regulation S-X or Regulation S-K, as applicable. For all entities within the scope of the affected codification subtopics, if, by June 30, 2027, the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the associated amendment will be removed from the codification and will not become effective for any entities. | The adoption of this ASU is not expected to have a material impact on the Company’s consolidated financial statements. |
| ASU No. 2023-07, Segment Reporting (Topic 280) | The amendments improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. The ASU requires that a public entity that has a single reportable segment provide all the disclosures required by the amendments in this ASU and all existing segment disclosures in Topic 280. | Fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. | The Company is currently evaluating the impact of this ASU on the Company's consolidated financial statements. |
| ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures | The amendments are intended to provide more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The ASU requires annual disclosure of the rate reconciliation of specific categories as well as additional information related to the reconciliation of certain items that meet a quantitative threshold and further disaggregation of income taxes paid. | Annual periods beginning after December 15, 2024. | The Company is currently evaluating the impact of this ASU on the Company's consolidated financial statements. |
| ASU No. 2024-01, Compensation - Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards | The amendments improve GAAP by adding an illustrative example to demonstrate how an entity should apply the scope guidance in paragraph 718-10-15-3 to determine whether profits interest and similar awards should be accounted for in accordance with Topic 718, Compensation—Stock Compensation. | Fiscal years beginning after December 15, 2024, including interim periods within those fiscal years. Early adoption is permitted. | The Company is currently evaluating the impact of this ASU on the Company's consolidated financial statements. |
| Standard | Description | Effective Date | Effect on the Financial Statements or Other Significant Matters |
|---|---|---|---|
| FASB Accounting Standards Update No. 2024-02—Codification Improvements—Amendments to Remove References to the Concepts Statements | The amendments focus on codification improvements and specifically addresses the removal of references to the Concepts Statements. These amendments aim to streamline accounting guidance by eliminating extraneous references that are not essential for understanding or applying the accounting principles. The update ensures all relevant disclosure guidance is appropriately placed within the Disclosure Section of the codification to enhance clarity and accessibility for users of financial statements. | Fiscal years beginning after December 15, 2024. | The adoption of this ASU is not expected to have a material impact on the Company’s consolidated financial statements. |
Note 2 –Business Combination
On February 28, 2023, the Company completed the Merger and UHC merged with and into Columbia, with Columbia continuing as the surviving legal corporation. Promptly following the Merger, Columbia’s wholly-owned bank subsidiary, Columbia State Bank, merged with and into UHC’s wholly-owned bank subsidiary, Umpqua Bank, with Umpqua Bank surviving the merger. Refer to Note 1 - Summary of Significant Accounting Policies under the Basis of Financial Statement Presentation for more information pertaining to the completed Merger.
The Merger was accounted for as a reverse merger using the acquisition method of accounting; therefore, UHC was deemed the acquirer for financial reporting purposes, even though Columbia was the legal acquirer. The Merger was effectively an all-stock transaction and has been accounted for as a business combination.
As of December 31, 2023, the Company finalized its valuation of all assets acquired and liabilities assumed in connection with the Merger. The Company recorded approximately $1.0 billion of goodwill and $710.2 million of other intangible assets. Goodwill represents the excess of the purchase price over the fair value of the assets acquired, net of fair value of liabilities assumed. Goodwill is not deductible for tax purposes.
During the three and six months ended June 30, 2024, there were $2.7 million and $7.2 million in merger-related expenses, respectively, compared to $29.6 million and $145.5 million during the three and six months ended June 30, 2023, respectively. Additional merger-related expenses will be expensed in future periods as incurred.
The following table presents unaudited pro forma information as if the Merger had occurred on January 1, 2022, which was the beginning of the last full fiscal year completed prior to the date of the Merger. The pro forma adjustments give effect to any change in interest income due to the accretion of the discount (premium) associated with the fair value adjustments to acquired loans and leases, any change in interest expense due to estimated premium amortization/discount accretion associated with the fair value adjustment to acquired interest-bearing deposits and long-term debt and the amortization of the core deposit intangible that would have resulted had the deposits been acquired as of January 1, 2022. The pro forma information is not indicative of what would have occurred had the Merger occurred as of the beginning of the year prior to the Merger Date. The pro forma amounts below do not reflect the Company's expectations as of the date of the pro forma information of further operating cost savings and other business synergies expected to be achieved, including revenue growth as a result of the Merger. As a result, actual amounts differed from the unaudited pro forma information presented.
| Unaudited Pro Forma for the | |
|---|---|
| Six Months Ended | |
| (in thousands) | June 30, 2023 |
| Net interest income | $1,014,447 |
| Non-interest income | $128,250 |
| Net income (1) | $381,212 |
(1)The 2023 pro forma net income excludes $173.5 million of merger-related costs, inclusive of historical Columbia merger-related costs, incurred in 2023, as these costs were included in the 2022 pro forma net income.
Note 3 –Investment Securities
The following tables present the amortized cost, unrealized gains, unrealized losses, and approximate fair values of debt securities as of the dates presented:
| June 30, 2024 | ||||
|---|---|---|---|---|
| (in thousands) | Amortized Cost | Unrealized Gains | Unrealized Losses | Fair Value |
| Available for sale: | ||||
| U.S. Treasury and agencies | $1,553,422 | $140 | $(86,340) | $1,467,222 |
| Obligations of states and political subdivisions | 1,064,031 | 4,178 | (33,686) | 1,034,523 |
| Mortgage-backed securities and collateralized mortgage obligations | 6,480,698 | 1,168 | (480,611) | 6,001,255 |
| Total available for sale securities | $9,098,151 | $5,486 | $(600,637) | $8,503,000 |
| Held to maturity: | ||||
| Mortgage-backed securities and collateralized mortgage obligations | $2,203 | $682 | $— | $2,885 |
| Total held to maturity securities | $2,203 | $682 | $— | $2,885 |
| December 31, 2023 | ||||
|---|---|---|---|---|
| (in thousands) | Amortized Cost | Unrealized Gains | Unrealized Losses | Fair Value |
| Available for sale: | ||||
| U.S. Treasury and agencies | $1,551,074 | $6,192 | $(78,874) | $1,478,392 |
| Obligations of states and political subdivisions | 1,073,264 | 20,451 | (21,610) | 1,072,105 |
| Mortgage-backed securities and collateralized mortgage obligations | 6,638,439 | 28,558 | (387,624) | 6,279,373 |
| Total available for sale securities | $9,262,777 | $55,201 | $(488,108) | $8,829,870 |
| Held to maturity: | ||||
| Mortgage-backed securities and collateralized mortgage obligations | $2,300 | $725 | $— | $3,025 |
| Total held to maturity securities | $2,300 | $725 | $— | $3,025 |
The Company elected to exclude accrued interest receivable from the amortized cost basis of debt securities disclosed throughout this note. Interest accrued on investment securities totaled $33.5 million and $34.1 million as of June 30, 2024 and December 31, 2023, respectively, and is included in other assets on the Condensed Consolidated Balance Sheets.
The following tables present debt securities that were in an unrealized loss position as of the dates presented, based on the length of time individual securities have been in an unrealized loss position.
| June 30, 2024 | ||||||
|---|---|---|---|---|---|---|
| Less than 12 Months | 12 Months or Longer | Total | ||||
| (in thousands) | Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | Fair Value | Unrealized Losses |
| Available for sale: | ||||||
| U.S. Treasury and agencies | $503,063 | $(1,498) | $913,887 | $(84,842) | $1,416,950 | $(86,340) |
| Obligations of states and political subdivisions | 499,412 | (7,526) | 221,760 | (26,160) | 721,172 | (33,686) |
| Mortgage-backed securities and collateralized mortgage obligations | 3,273,776 | (51,322) | 2,524,899 | (429,289) | 5,798,675 | (480,611) |
| Total temporarily impaired securities | $4,276,251 | $(60,346) | $3,660,546 | $(540,291) | $7,936,797 | $(600,637) |
| December 31, 2023 | ||||||
|---|---|---|---|---|---|---|
| Less than 12 Months | 12 Months or Longer | Total | ||||
| (in thousands) | Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | Fair Value | Unrealized Losses |
| Available for sale: | ||||||
| U.S. Treasury and agencies | $99,898 | $(1,074) | $822,245 | $(77,800) | $922,143 | $(78,874) |
| Obligations of states and political subdivisions | 103,256 | (580) | 169,231 | (21,030) | 272,487 | (21,610) |
| Mortgage-backed securities and collateralized mortgage obligations | 1,089,640 | (10,355) | 1,817,768 | (377,269) | 2,907,408 | (387,624) |
| Total temporarily impaired securities | $1,292,794 | $(12,009) | $2,809,244 | $(476,099) | $4,102,038 | $(488,108) |
The number of individual debt securities in an unrealized loss position in the tables above increased to 1,263 as of June 30, 2024, as compared to 600 at December 31, 2023. These unrealized losses on the debt securities held by the Company were caused by changes in market interest rates or the widening of market spreads subsequent to the initial purchase of these securities and are not due to the underlying credit of the issuers. Management monitors the published credit ratings of the issuers of the debt securities for material rating or outlook changes. As the decline in fair value of the debt securities is attributable to changes in interest rates or widening market spreads and not credit quality, these investments do not have an ACL as of June 30, 2024.
The following table presents the contractual maturities of debt securities as of June 30, 2024:
| Available For Sale | Held To Maturity | |||
|---|---|---|---|---|
| (in thousands) | Amortized Cost | Fair Value | Amortized Cost | Fair Value |
| Due within one year | $190,692 | $189,169 | $— | $— |
| Due after one year through five years | 2,352,102 | 2,289,382 | 3 | 3 |
| Due after five years through ten years | 2,095,493 | 2,003,191 | 1 | 486 |
| Due after ten years | 4,459,864 | 4,021,258 | 2,199 | 2,396 |
| Total debt securities | $9,098,151 | $8,503,000 | $2,203 | $2,885 |
The following table presents, as of June 30, 2024, investment securities which were pledged to secure borrowings, public deposits, and repurchase agreements as permitted or required by law:
| (in thousands) | Amortized Cost | Fair Value |
|---|---|---|
| To state and local governments to secure public deposits | $1,912,250 | $1,727,324 |
| To secure repurchase agreements | 320,289 | 291,554 |
| Other securities pledged | 3,534,750 | 3,249,558 |
| Total pledged securities | $5,767,289 | $5,268,436 |
Note 4 –Loans and Leases
The following table presents the major types of loans and leases, net of deferred fees and costs, as of the dates presented:
| (in thousands) | June 30, 2024 | December 31, 2023 |
|---|---|---|
| Commercial real estate | ||
| Non-owner occupied term, net | $6,407,351 | $6,482,940 |
| Owner occupied term, net | 5,230,511 | 5,195,605 |
| Multifamily, net | 5,868,848 | 5,704,734 |
| Construction & development, net | 1,946,693 | 1,747,302 |
| Residential development, net | 269,106 | 323,899 |
| Commercial | ||
| Term, net | 5,559,548 | 5,536,765 |
| Lines of credit & other, net | 2,558,633 | 2,430,127 |
| Leases & equipment finance, net | 1,701,943 | 1,729,512 |
| Residential | ||
| Mortgage, net | 5,992,163 | 6,157,166 |
| Home equity loans & lines, net | 1,982,786 | 1,938,166 |
| Consumer & other, net | 192,405 | 195,735 |
| Total loans and leases, net of deferred fees and costs | $37,709,987 | $37,441,951 |
The Company elected to exclude accrued interest receivable from the amortized cost basis of loans disclosed throughout this note. Interest accrued on loans totaled $154.7 million and $154.9 million as of June 30, 2024 and December 31, 2023, respectively, and is included in other assets on the Condensed Consolidated Balance Sheets. As of June 30, 2024, loans totaling $22.7 billion were pledged to secure borrowings and available lines of credit.
As of June 30, 2024 and December 31, 2023, the net deferred fees and costs were $67.5 million and $71.8 million, respectively. Originated loans are reported at the principal amount outstanding, net of unearned interest, deferred fees and costs, any partial charge-offs recorded, and interest applied to principal. Purchased loans are recorded at fair value at the date of purchase. Total loans and leases also include discounts on acquired loans of $492.5 million and $552.5 million as of June 30, 2024 and December 31, 2023, respectively. The outstanding contractual unpaid principal balance of PCD loans, excluding acquisition accounting adjustments, was $293.5 million and $331.9 million as of June 30, 2024 and December 31, 2023, respectively. The carrying balance of PCD loans was $268.7 million and $300.2 million as of June 30, 2024 and December 31, 2023, respectively.
The Bank, through its commercial equipment leasing subsidiary, FinPac, is a provider of commercial equipment leasing and financing. Direct finance leases are included within the leases and equipment finance segment within the loans and leases, net line item. These direct financing leases typically have terms ofthree tofive years. Interest income recognized on these leases was $5.5 million and $10.4 million for the three and six months ended June 30, 2024, respectively, as compared to $4.7 million and $9.4 million for the three and six months ended June 30, 2023, respectively.
Note 5 –Allowance for Credit Losses
Allowance for Credit Losses Methodology
The ACL represents management's estimate of lifetime credit losses for assets within its scope, specifically loans and leases and unfunded commitments. To calculate the ACL, management uses models to estimate the PD and LGD for loans utilizing inputs that include forecasted future economic conditions and that are dependent upon specific macroeconomic variables relevant to each of the Bank's loan and lease portfolios. Moody's Analytics, a third party, provided the historical and forward-looking macroeconomic data utilized in the models used to calculate the ACL.
In calculating the ACL, the Bank considered the financial and economic environment at the time of assessment and economic scenarios that differed in the levels of severity and sensitivity to the ACL results. At each measurement date, the Bank selects the scenario that reflects its view of future economic conditions and is determined to be the most probable outcome.
All forecasts are updated for each variable where applicable and incorporated as relevant into the ACL calculation. Actual credit loss results and the timing thereof will differ from the estimate of credit losses, either in a strong economy or a recession, as the portfolio will change through time due to growth, risk mitigation actions and other factors. In addition, the scenarios used will differ and change through time as economic conditions change. Economic scenarios might not capture deterioration or improvement in the economy timely enough for the Bank to be able to adequately address the impact to the ACL.
Select macroeconomic variables are projected over the forecast period, and they could have a material impact in determining the ACL. As the length of the forecast period increases, information about the future becomes less readily available and projections are inherently less certain.
The following is a discussion of the changes in the factors that influenced management's current estimate of expected credit losses. The changes in the ACL estimate during the three months ended June 30, 2024 reflect credit migration trends and changes in the economic assumptions. Due to the dynamic economic environment, the Bank opted to use Moody's Analytics' May 2024 baseline economic forecast for estimating the ACL as of June 30, 2024.
In the baseline scenario selected, the probability that the economy will perform better than this baseline is equal to the probability that it will perform worse and included the following factors:
U.S. real GDP average annualized growth of 2.5% in 2024,1.7% in 2025,1.9% in 2026, and 2.2% in 2027;
U.S. unemployment rate average of 4.0% in 2024,4.1% in 2025,4.0% in 2026, and 4.0% in 2027; and
The forecasted average federal funds rate is expected to be 5.2% in 2024,4.3% in 2025,3.3% in 2026 and 2.9% in 2027.
The Bank uses an additional scenario that differs in terms of severity, both favorable or unfavorable, to assess the sensitivity in the ACL results and to inform qualitative adjustments. The economic factors are consistent between scenarios. The Bank selected the Moody's Analytics' May 2024 S2 scenario for this analysis. In the scenario selected, there is a 75% probability that the economy will perform better, broadly speaking, and a 25% probability that it will perform worse; and the scenario includes the following factors:
U.S. real GDP average annualized growth of 2.0% in 2024,0.1% in 2025,2.5% in 2026, and 2.7% in 2027;
U.S. unemployment rate average of 4.5% in 2024,6.1% in 2025,4.4% in 2026, and 4.0% in 2027; and
The forecasted average federal funds rate is expected to be 5.0% in 2024,2.8% in 2025,2.2% in 2026 and 2.7% in 2027.
The results using the comparison scenario as well as changes to the macroeconomic variables subsequent to selected economic forecast scenarios for sensitivity analysis were reviewed by management and were considered when evaluating the qualitative factor adjustments.
The ACL is measured on a collective (pool) basis when similar characteristics exist. The Company has selected models at the portfolio level using a risk-based approach, with larger, more complex portfolios having more complex models. Except as noted below, the macroeconomic variables that are inputs to the models are reasonable and supportable over the life of the loans in that they reasonably project the key economic variables in the near term and then converge to a long-run equilibrium trend. These models produce reasonable and supportable estimates of loss over the life of the loans as the projected credit losses will also converge to a steady state in line with the variables applied.
The Company measures the ACL using the following methods:
Commercial Real Estate: Non-owner occupied commercial real estate, multifamily, and commercial construction loans are analyzed using a model that uses four primary property variables: net operating income, property value, property type, and location. For PD estimation, the model simulates potential future paths of net operating income given commercial real estate market factors determined from macroeconomic and regional commercial real estate forecasts. Using the resulting expected debt service coverage ratios, together with predicted loan-to-values and other variables, the model estimates PD from the range of conditional possibilities. In addition, the model estimates maturity PD capturing refinance default risk to produce a total PD for the loan. The model estimates LGD, inclusive of principal loss and liquidation expenses, empirically using predicted loan-to-value as well as certain market and other factors. The LGD calculation also includes a separate maturity risk component. The primary economic drivers in the model are GDP growth, U.S. unemployment rate, and 10-Year Treasury yield. These economic drivers are translated into a forecast, provided by Moody's Analytics' REIS, of real estate metrics, such as rental rates, vacancies, and cap rates. The model produces PD and LGD on a quarter-by-quarter basis for the life of loan.
The owner occupied commercial real-estate portfolio utilizes a top-down macroeconomic model using linear regression. This model produces portfolio level quarterly net charge-off rates for 10 years and carries forward the last quarter's expected loss percentage projection to remaining periods. The primary economic drivers for this model are commercial real estate price index and a five-state average unemployment rate.
Commercial: Non-homogeneous commercial loans and leases and residential development loans are analyzed in a multi-step process. An initial PD is estimated using a model driven by an obligor's selected financial statement ratios, together with cycle-adjusting information based on the obligor's state and industry. An initial LGD is derived separately based on collateral type using collateral value and a haircut to reflect the loss in liquidation. Another model then applies an auto-regression technique to the initial PD and LGD metrics to estimate the PD and LGD curves according to the macroeconomic scenario over a one-year reasonable and supportable forecast. The primary economic drivers in the model are GDP growth and commercial real estate price index. This model utilizes output reversion methodology, which, after one year, reverts on a straight-line basis over two years to long-term PD estimated using financial statement ratios of each obligor.
The model for the homogeneous lease and equipment finance agreement portfolio uses lease and equipment finance agreement information, such as origination and performance, as well as macroeconomic variables to calculate PD and LGD values. The PD calculation is based on survival analysis while LGD is calculated using a two-step regression. The model calculates LGD using an estimate of the probability that a defaulted lease or equipment finance agreement will have a loss, and an estimate of the loss amount. The primary economic drivers for the model are GDP, U.S. unemployment rate, and a home price growth index. The model produces PD and LGD curves at the lease or equipment finance agreement level for each month in the forecast horizon.
Residential: The models for residential real estate and HELOCs utilize loan level variables, such as origination and performance, as well as macroeconomic variables to calculate PD and LGD. The U.S. unemployment rate and home price growth rate indexes are primary economic drivers in both the residential real estate and HELOC models. In addition, the prime rate is also a primary driver in the HELOC model. The models focus on establishing an empirical relationship between default probabilities and a set of loan-level, borrower, and macroeconomic credit risk drivers. The LGD calculation for residential real estate is based on an estimate of the probability that a defaulted loan will have a loss, and then an estimate of the loss amount. HELOCs utilize the same model using residential real estate LGD values to assign loans to cohorts based on FICO scores and loan age. The model produces PD and LGD curves at the loan level for each quarter in the forecast horizon.
Consumer: Historical net charge-off information as well as economic assumptions are used to project loss rates for the Consumer segment.
All loans and leases that have not been modeled receive a loss rate via an extrapolated rate methodology. The loans and leases receiving an extrapolated rate include certain loans acquired through the Merger, newly originated loans and leases, and loans and leases without the granularity of data necessary to be modeled. Based on the vintage year, credit classification, and reporting category of the modeled loans and leases, a loss factor is calculated and applied to the non-modeled loans and leases. The results are evaluated qualitatively to ensure reasonability and compliance with CECL.
Along with the quantitative factors produced by the above models, management also considers prepayment speeds and qualitative factors when determining the ACL. The Company uses a prepayment model that forecasts the constant prepayment rates based on institution specific data for the commercial real estate, commercial and industrial, and consumer portfolios and a forward curve approach that changes with macro-economic input variables for the residential and leases portfolios. Below are the nine qualitative factors considered where applicable:
Changes in lending policies and procedures, including changes in underwriting standards and collection, charge-off, and recovery practices not considered elsewhere in estimating credit losses.
Changes in national, regional, and local economic and business conditions and developments that affect the collectability of the portfolio, including the condition of various market segments.
Changes in the nature and volume of the portfolio and in the terms of loans and leases.
Changes in the experience, ability, and depth of lending management and other relevant staff.
Changes in the volume and severity of past due loans and leases, the volume of non-accrual loans and leases, and the volume and severity of adversely classified or graded loans and leases.
Changes in the quality of the Bank's credit review system.
Changes in the value of the underlying collateral for collateral-dependent loans and leases.
The existence and effect of any concentrations of credit, and changes in the level of such concentrations.
The effect of other external factors such as competition and legal and regulatory requirements on the level of estimated credit losses in the Bank's existing portfolio.
The Company evaluated each qualitative factor as of June 30, 2024 and applied adjustments considered necessary to model results. While qualitative overlays are applied, the majority of the allowance is driven by modeled results, as management determined that the models adequately reflect the significant changes in credit conditions and overall portfolio risk.
Loss factors from the models, prepayment speeds, and qualitative factors are input into the Company's CECL accounting application, which aggregates the information. The Company then uses two methods to calculate the current expected credit loss: 1) the DCF method, which is used for all loans except lines of credit and 2) the non-DCF method, which is used for lines of credit due to the difficulty of calculating an effective interest rate when lines have yet to be drawn on. The DCF method utilizes the effective interest rate of individual assets to discount the expected credit losses adjusted for prepayments. The difference in the net present value and the amortized cost of the asset will result in the required allowance. The non-DCF method uses the exposure at default, along with the expected credit losses adjusted for prepayments to calculate the required allowance.
The following tables summarize activity related to the ACL by portfolio segment for the periods indicated:
| (in thousands) | Commercial Real Estate | Commercial | Residential | Consumer & Other | Total |
|---|---|---|---|---|---|
| Allowance for credit losses on loans and leases | |||||
| Balance, beginning of period | $146,276 | $202,757 | $58,010 | $7,301 | $414,344 |
| (Recapture) provision for credit losses for loans and leases | (3,096) | 46,320 | (9,032) | 568 | 34,760 |
| Charge-offs | (585) | (33,561) | (504) | (1,551) | (36,201) |
| Recoveries | 551 | 4,198 | 411 | 608 | 5,768 |
| Net charge-offs | (34) | (29,363) | (93) | (943) | (30,433) |
| Balance, end of period | $143,146 | $219,714 | $48,885 | $6,926 | $418,671 |
| Reserve for unfunded commitments | |||||
| Balance, beginning of period | $13,028 | $5,890 | $2,757 | $1,193 | $22,868 |
| (Recapture) provision for credit losses on unfunded commitments | (3,082) | 657 | (479) | (36) | (2,940) |
| Balance, end of period | 9,946 | 6,547 | 2,278 | 1,157 | 19,928 |
| Total allowance for credit losses | $153,092 | $226,261 | $51,163 | $8,083 | $438,599 |
| (in thousands) | Commercial Real Estate | Commercial | Residential | Consumer & Other | Total |
| Allowance for credit losses on loans and leases | |||||
| Balance, beginning of period | $125,888 | $244,821 | $62,004 | $8,158 | $440,871 |
| Provision (recapture) for credit losses for loans and leases | 17,095 | 46,756 | (12,706) | 1,091 | 52,236 |
| Charge-offs | (746) | (80,793) | (994) | (3,421) | (85,954) |
| Recoveries | 909 | 8,930 | 581 | 1,098 | 11,518 |
| Net recoveries (charge-offs) | 163 | (71,863) | (413) | (2,323) | (74,436) |
| Balance, end of period | $143,146 | $219,714 | $48,885 | $6,926 | $418,671 |
| Reserve for unfunded commitments | |||||
| Balance, beginning of period | $11,170 | $7,841 | $2,940 | $1,257 | $23,208 |
| Recapture for credit losses on unfunded commitments | (1,224) | (1,294) | (662) | (100) | (3,280) |
| Balance, end of period | 9,946 | 6,547 | 2,278 | 1,157 | 19,928 |
| Total allowance for credit losses | $153,092 | $226,261 | $51,163 | $8,083 | $438,599 |
| (in thousands) | Commercial Real Estate | Commercial | Residential | Consumer & Other | Total |
|---|---|---|---|---|---|
| Allowance for credit losses on loans and leases | |||||
| Balance, beginning of period | $111,090 | $239,146 | $60,613 | $6,615 | $417,464 |
| Provision for credit losses for loans and leases | 7,829 | 30 | 5,269 | 2,088 | 15,216 |
| Charge-offs | (174) | (32,036) | (4) | (1,264) | (33,478) |
| Recoveries | 209 | 4,511 | 63 | 618 | 5,401 |
| Net recoveries (charge-offs) | 35 | (27,525) | 59 | (646) | (28,077) |
| Balance, end of period | $118,954 | $211,651 | $65,941 | $8,057 | $404,603 |
| Reserve for unfunded commitments | |||||
| Balance, beginning of period | $8,405 | $6,381 | $3,320 | $923 | $19,029 |
| Provision (recapture) for credit losses on unfunded commitments | 1,595 | (560) | (302) | 65 | 798 |
| Balance, end of period | 10,000 | 5,821 | 3,018 | 988 | 19,827 |
| Total allowance for credit losses | $128,954 | $217,472 | $68,959 | $9,045 | $424,430 |
| (in thousands) | Commercial Real Estate | Commercial | Residential | Consumer & Other | Total |
| Allowance for credit losses on loans and leases | |||||
| Balance, beginning of period | $77,813 | $167,135 | $50,329 | $5,858 | $301,135 |
| Initial ACL on PCD loans acquired during the period | 8,736 | 17,204 | 454 | 98 | 26,492 |
| Provision for credit losses for loans and leases (1) | 32,312 | 71,027 | 15,224 | 3,151 | 121,714 |
| Charge-offs | (174) | (51,284) | (252) | (2,037) | (53,747) |
| Recoveries | 267 | 7,569 | 186 | 987 | 9,009 |
| Net recoveries (charge-offs) | 93 | (43,715) | (66) | (1,050) | (44,738) |
| Balance, end of period | $118,954 | $211,651 | $65,941 | $8,057 | $404,603 |
| Reserve for unfunded commitments | |||||
| Balance, beginning of period | $7,207 | $3,049 | $3,196 | $769 | $14,221 |
| Initial ACL recorded for unfunded commitments acquired during the period | 2,257 | 3,066 | 268 | 176 | 5,767 |
| Provision (recapture) for credit losses on unfunded commitments | 536 | (294) | (446) | 43 | (161) |
| Balance, end of period | 10,000 | 5,821 | 3,018 | 988 | 19,827 |
| Total allowance for credit losses | $128,954 | $217,472 | $68,959 | $9,045 | $424,430 |
(1) Includes $88.4 million initial provision related to non-PCD loans acquired during the first quarter of 2023.
Asset Quality and Non-Performing Loans and Leases
The Bank manages asset quality and controls credit risk through diversification of the loan and lease portfolio and the application of policies designed to promote sound underwriting and loan and lease monitoring practices. The Bank's Credit Quality Administration department is charged with monitoring asset quality, establishing credit policies and procedures, and enforcing the consistent application of these policies and procedures across the Bank. Reviews of non-performing, past due loans and leases and larger credits, designed to identify potential charges to the allowance for credit losses, and to determine the adequacy of the allowance, are conducted on an ongoing basis. These reviews consider such factors as the financial strength of borrowers, the value of the applicable collateral, loan and lease loss experience, estimated loan and lease losses, growth in the loan and lease portfolio, prevailing economic conditions, and other factors.
Loans and Leases Past Due and Non-Accrual Loans and Leases
Typically, loans in a non-accrual status will not have an allowance for credit loss as they will be written down to their net realizable value or charged-off. However, the net realizable value for homogeneous leases and equipment finance agreements is determined by the LGD calculated by the CECL model and therefore leases and equipment finance agreements on non-accrual will have an allowance for credit losses until they become 181 days past due, at which time they are charged-off. The Company recognizedno interest income on non-accrual loans and leases during the three and six months ended June 30, 2024 and 2023.
The following tables present the carrying value of the loans and leases past due, by loan and lease class, as of the dates presented:
| June 30, 2024 | |||||||
|---|---|---|---|---|---|---|---|
| (in thousands) | Greater than 30 to 59 Days Past Due | 60 to 89 Days Past Due | 90 Days or More and Accruing (2) | Total Past Due | Non-Accrual (2) | Current and Other | Total Loans and Leases |
| Commercial real estate | |||||||
| Non-owner occupied term, net | $972 | $528 | $— | $1,500 | $4,961 | $6,400,890 | $6,407,351 |
| Owner occupied term, net | 1,586 | 1,946 | — | 3,532 | 32,623 | 5,194,356 | 5,230,511 |
| Multifamily, net | — | — | — | — | — | 5,868,848 | 5,868,848 |
| Construction & development, net | — | — | — | — | — | 1,946,693 | 1,946,693 |
| Residential development, net | — | — | — | — | — | 269,106 | 269,106 |
| Commercial | |||||||
| Term, net | 3,714 | 5,700 | — | 9,414 | 29,583 | 5,520,551 | 5,559,548 |
| Lines of credit & other, net | 4,676 | 4,590 | 145 | 9,411 | 2,166 | 2,547,056 | 2,558,633 |
| Leases & equipment finance, net | 16,659 | 20,564 | 5,633 | 42,856 | 23,237 | 1,635,850 | 1,701,943 |
| Residential | |||||||
| Mortgage, net (1) | — | 13,942 | 52,652 | 66,594 | — | 5,925,569 | 5,992,163 |
| Home equity loans & lines, net | 7,143 | 2,966 | 2,920 | 13,029 | — | 1,969,757 | 1,982,786 |
| Consumer & other, net | 551 | 461 | 220 | 1,232 | — | 191,173 | 192,405 |
| Total, net of deferred fees and costs | $35,301 | $50,697 | $61,570 | $147,568 | $92,570 | $37,469,849 | $37,709,987 |
(1)Includes government guaranteed mortgage loans that the Bank has the right but not the obligation to repurchase that are past due 90 days or more, totaling $1.0 million at June 30, 2024.
(2) Includes government guaranteed portion of $27.9 million and $36.8 million for 90 days or greater and non-accrual loans, respectively.
| (in thousands) | Greater than 30 to 59 Days Past Due | 60 to 89 Days Past Due | 90 Days or More and Accruing(2) | Total Past Due | Non-Accrual(2) | Current and Other | Total Loans and Leases |
|---|---|---|---|---|---|---|---|
| Commercial real estate | |||||||
| Non-owner occupied term, net | $1,270 | $3,312 | $437 | $5,019 | $4,359 | $6,473,562 | $6,482,940 |
| Owner occupied term, net | 3,078 | 2,191 | 433 | 5,702 | 24,330 | 5,165,573 | 5,195,605 |
| Multifamily, net | — | — | — | — | — | 5,704,734 | 5,704,734 |
| Construction & development, net | — | — | — | — | — | 1,747,302 | 1,747,302 |
| Residential development, net | — | — | — | — | — | 323,899 | 323,899 |
| Commercial | |||||||
| Term, net | 6,341 | 2,101 | 202 | 8,644 | 14,519 | 5,513,602 | 5,536,765 |
| Lines of credit & other, net | 1,647 | 1,137 | 66 | 2,850 | 2,760 | 2,424,517 | 2,430,127 |
| Leases & equipment finance, net | 22,217 | 24,178 | 7,965 | 54,360 | 28,403 | 1,646,749 | 1,729,512 |
| Residential | |||||||
| Mortgage, net (1) | 282 | 9,410 | 26,331 | 36,023 | — | 6,121,143 | 6,157,166 |
| Home equity loans & lines, net | 4,401 | 2,373 | 3,782 | 10,556 | — | 1,927,610 | 1,938,166 |
| Consumer & other, net | 778 | 519 | 326 | 1,623 | — | 194,112 | 195,735 |
| Total, net of deferred fees and costs | $40,014 | $45,221 | $39,542 | $124,777 | $74,371 | $37,242,803 | $37,441,951 |
(1) Includes government guaranteed mortgage loans the Bank has the right but not the obligation to repurchase that are past due 90 days or more, totaling $1.0 million at December 31, 2023.
(2)Includes government guaranteed portion of $12.3 million and $19.3 million for 90 days or greater and non-accrual loans, respectively.
The following table summarizes the amortized cost of non-accrual loans for which there was no related ACL as of June 30, 2024 and December 31, 2023:
| (in thousands) | June 30, 2024 | December 31, 2023 |
|---|---|---|
| Commercial real estate | ||
| Non-owner occupied term, net | $37 | $52 |
| Owner occupied term, net | 1,604 | 1,352 |
| Commercial | ||
| Term, net | 2,574 | 3,497 |
| Total non-accrual loans with no related ACL (1) | $4,215 | $4,901 |
(1) Excludes non-accrual collateral-dependent loans and leases that have been written down to net realizable value without an associated ACL.
Collateral-Dependent Loans and Leases
Loans and leases are classified as collateral-dependent when it is probable that the Bank will be unable to collect the scheduled payments of principal and interest when due, and repayment is expected to be provided substantially through the operation or sale of the collateral. There have been no significant changes in the level of collateralization from the prior periods. The following table summarizes the amortized cost basis of the collateral-dependent loans and leases by the type of collateral securing the assets as of June 30, 2024:
| (in thousands) | Residential Real Estate | Commercial Real Estate | General Business Assets | Other | Total |
|---|---|---|---|---|---|
| Commercial real estate | |||||
| Non-owner occupied term, net | $— | $4,242 | $— | $— | $4,242 |
| Owner occupied term, net | — | 29,621 | — | — | 29,621 |
| Commercial | |||||
| Term, net | 2,397 | — | 16,124 | 3,931 | 22,452 |
| Line of credit & other, net | — | 1,305 | 250 | — | 1,555 |
| Leases & equipment finance, net | — | — | 23,237 | — | 23,237 |
| Residential | |||||
| Mortgage, net | 74,806 | — | — | — | 74,806 |
| Home equity loans & lines, net | 2,431 | — | — | — | 2,431 |
| Total, net of deferred fees and costs | $79,634 | $35,168 | $39,611 | $3,931 | $158,344 |
Loan and Lease Modifications Made to Borrowers Experiencing Financial Difficulty
Occasionally, the Company offers modifications of loans or leases to borrowers experiencing financial difficulty by providing term extensions, interest rate reductions, principal or interest forgiveness, an other-than-insignificant payment delay, or any combination of these modifications. Typically, one type of concession, such as a term extension, is granted initially. If the borrower continues to experience financial difficulty, another concession, such as principal forgiveness, may be granted. For the loans included in the "combination" columns below, multiple types of modifications have been made on the same loan within the current reporting period. The combination is at least two of the following: term extension, principal forgiveness, an other-than-insignificant payment delay, or an interest rate reduction. The ACL on modified loans or leases is measured using the same credit loss estimation methods used to determine the ACL for all other loans and leases held for investment. These methods incorporate the post-modification loan or lease terms, as well as defaults and charge-offs associated with historical modified loans and leases.
The following tables present the amortized cost basis of loans and leases that were both experiencing financial difficulty and modified during the three and six months ended June 30, 2024 and 2023, by class and type of modification. The percentage of the amortized cost basis of loans and leases that were modified to borrowers in financial distress as compared to the amortized cost basis of each class of financing receivable is also presented below.
| (in thousands) | Interest Rate Reduction | Term Extension | Other -Than-Insignificant Payment Delay | Total | % of total class of financing receivable |
|---|---|---|---|---|---|
| Commercial real estate | |||||
| Owner occupied term, net | $4,041 | $— | $— | $4,041 | 0.08% |
| Commercial | |||||
| Term, net | 1,237 | 5,493 | 1,988 | 8,718 | 0.16% |
| Lines of credit & other, net | — | 3,728 | 319 | 4,047 | 0.16% |
| Leases & equipment finance, net | — | 866 | — | 866 | 0.05% |
| Residential | |||||
| Mortgage, net | — | 1,447 | 7,389 | 8,836 | 0.15% |
| Total loans and leases experiencing financial difficulty | $5,278 | $11,534 | $9,696 | $26,508 | 0.07% |
| (in thousands) | Interest Rate Reduction | Term Extension | Other -Than-Insignificant Payment Delay | Total | % of total class of financing receivable |
|---|---|---|---|---|---|
| Commercial real estate | |||||
| Non-owner occupied term, net | $— | $— | $17,577 | $17,577 | 0.27% |
| Owner occupied term, net | 4,041 | — | 530 | 4,571 | 0.09% |
| Commercial | |||||
| Term, net | 1,237 | 5,944 | 1,988 | 9,169 | 0.16% |
| Lines of credit & other, net | — | 10,913 | 319 | 11,232 | 0.44% |
| Leases & equipment finance, net | — | 1,457 | — | 1,457 | 0.09% |
| Residential | |||||
| Mortgage, net | — | 2,456 | 14,355 | 16,811 | 0.28% |
| Total loans and leases experiencing financial difficulty | $5,278 | $20,770 | $34,769 | $60,817 | 0.16% |
| (in thousands) | Interest Rate Reduction | Term Extension | Other -Than-Insignificant Payment Delay | Combination - Term Extension and Other-than-Insignificant Payment Delay | Total | % of total class of financing receivable |
|---|---|---|---|---|---|---|
| Commercial real estate | ||||||
| Owner occupied term, net | $976 | $— | $— | $— | $976 | 0.02% |
| Commercial | ||||||
| Term, net | 377 | — | — | — | 377 | 0.01% |
| Lines of credit & other, net | — | 1,850 | — | — | 1,850 | 0.08% |
| Leases & equipment finance, net | — | 194 | — | — | 194 | 0.01% |
| Residential | ||||||
| Mortgage, net | — | 454 | 13,348 | 1,261 | 15,063 | 0.24% |
| Total loans and leases experiencing financial difficulty | $1,353 | $2,498 | $13,348 | $1,261 | $18,460 | 0.05% |
| (in thousands) | Interest Rate Reduction | Term Extension | Other -Than-Insignificant Payment Delay | Combination - Interest Rate Reduction and Term Extension | Combination - Term Extension and Other-than-Insignificant Payment Delay | Total | % of total class of financing receivable |
|---|---|---|---|---|---|---|---|
| Commercial real estate | |||||||
| Owner occupied term, net | $976 | $— | $— | $— | $— | $976 | 0.02% |
| Commercial | |||||||
| Term, net | 377 | — | — | — | — | 377 | 0.01% |
| Lines of credit & other, net | — | 2,945 | — | — | — | 2,945 | 0.13% |
| Leases & equipment finance, net | — | 603 | — | — | — | 603 | 0.03% |
| Residential | |||||||
| Mortgage, net | — | 454 | 22,017 | — | 2,934 | 25,405 | 0.40% |
| Home equity loans & lines, net | — | — | — | 244 | — | 244 | 0.01% |
| Total loans and leases experiencing financial difficulty | $1,353 | $4,002 | $22,017 | $244 | $2,934 | $30,550 | 0.08% |
| Loan Type | Financial Effect |
|---|---|
| Commercial real estate | |
| Owner occupied term, net | Reduced weighted average interest rate by 3.79%. |
| Commercial | |
| Term, net | Reduced weighted average interest rate by 5.00%. Weighted average term extension of 6 months to the life of the loans. Deferred $77,000 of principal and interest payments. |
| Lines of credit & other, net | Weighted average term extension of 9 months to the life of the loans. Deferred $48,000 of principal and interest payments. |
| Leases & equipment finance, net | Weighted average term extension of 11 months to the life of the loans and leases. |
| Residential | |
| Mortgage, net | Weighted average term extension of 4.7 years to the life of the loans. Deferred $531,000 of principal and interest payments. |
| Loan Type | Financial Effect |
| Commercial real estate | |
| Non-owner occupied term, net | Deferred $4.0 million of principal and interest payments. |
| Owner occupied term, net | Reduced weighted average interest rate by 3.79%. Deferred $51,000 of principal and interest payments. |
| Commercial | |
| Term, net | Reduced weighted average interest rate by 5.00%. Weighted average term extension of 6 months to the life of the loans. Deferred $77,000 of principal and interest payments. |
| Lines of credit & other, net | Weighted average term extension of 7 months to the life of the loans. Deferred $48,000 of principal and interest payments. |
| Leases & equipment finance, net | Weighted average term extension of 10 months to the life of the loans and leases. |
| Residential | |
| Mortgage, net | Weighted average term extension of 8.3 years to the life of the loans. Deferred $1.0 million of principal and interest payments. |
| Loan Type | Financial Effect |
|---|---|
| Commercial real estate | |
| Owner occupied term, net | Reduced weighted average interest rate by 2.41%. |
| Commercial | |
| Term, net | Reduced weighted average interest rate by 4.50%. |
| Lines of credit & other, net | Weighted average term extension of 6 months to the life of the loans. |
| Leases & equipment finance, net | Weighted average term extension of 10 months to the life of the loans. |
| Residential | |
| Mortgage, net | Weighted average term extension of 6.4 years to the life of the loans. Deferred $916,000 of principal and interest payments. Combined modifications had a financial effect of weighted average term extension of 13.9 years to the life of the loans, and deferred $37,000 of principal and interest payments. |
| Loan Type | Financial Effect |
| Commercial real estate | |
| Owner occupied term, net | Reduced weighted average interest rate by 2.41%. |
| Commercial | |
| Term, net | Reduced weighted average interest rate by 4.50%. |
| Lines of credit & other, net | Weighted average term extension of 8 months to the life of the loans. |
| Leases & equipment finance, net | Weighted average term extension of 9 months to the life of the loans. |
| Residential | |
| Mortgage, net | Weighted average term extension of 6.4 years to the life of the loans. Deferred $1.2 million of principal and interest payments. Combined modifications had a financial effect of weighted average term extension of 13.4 years to the life of the loans, and deferred $156,000 of principal payment and interest payments. |
| Home equity loans & lines, net | Weighted average term extension of 6.9 years to the life of the loan and decreased the weighted average interest rate by 3.44%. |
The Company closely monitors the performance of loans and leases that are modified for borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. Loans and leases are considered to be in payment default at 90 or more days past due. The following tables present the amortized cost basis of modified loans as of June 30, 2024 that, within twelve months of the modification date, experienced a subsequent default during the periods presented:
| (in thousands) | Interest rate reduction | Term Extension | Other than insignificant payment delay | Total |
|---|---|---|---|---|
| Commercial real estate | ||||
| Owner occupied term, net | $3,064 | $— | $— | $3,064 |
| Commercial | ||||
| Lines of credit & other, net | — | 250 | — | 250 |
| Residential | ||||
| Mortgage, net | — | 300 | 743 | 1,043 |
| Total loans and leases experiencing financial difficulty with a subsequent default | $3,064 | $550 | $743 | $4,357 |
| (in thousands) | Interest rate reduction | Term Extension | Other than insignificant payment delay | Total |
|---|---|---|---|---|
| Commercial real estate | ||||
| Owner occupied term, net | $3,064 | $— | $— | $3,064 |
| Commercial | ||||
| Lines of credit & other, net | — | 250 | — | 250 |
| Residential | ||||
| Mortgage, net | — | 300 | 743 | 1,043 |
| Total loans and leases experiencing financial difficulty with a subsequent default | $3,064 | $550 | $743 | $4,357 |
For the three and six months ended June 30, 2023, all modified loans and leases were current and there wereno loan or lease modifications made to borrowers experiencing financial difficulty that subsequently defaulted.
The following tables present an age analysis of loans and leases as of June 30, 2024 that have been modified within the prior twelve months and as of June 30, 2023 that have been modified since January 1, 2023, the date of the adoption of ASU 2022-02:
| Loan Type | Current | Greater than 30 to 59 Days Past Due | 60 to 89 Days Past Due | 90 Days or Greater Past Due | Nonaccrual | Total |
|---|---|---|---|---|---|---|
| (in thousands) | ||||||
| Commercial real estate | ||||||
| Non-owner occupied term, net | $47,557 | $— | $— | $— | $— | $47,557 |
| Owner occupied term, net | 2,033 | — | — | — | 3,594 | 5,627 |
| Commercial | ||||||
| Term, net | 9,784 | — | — | — | 1,237 | 11,021 |
| Lines of credit & other, net | 50,268 | — | 999 | — | 1,751 | 53,018 |
| Leases & equipment finance, net | 1,430 | 193 | 227 | 15 | 106 | 1,971 |
| Residential | ||||||
| Mortgage, net | 33,971 | — | 2,841 | 5,103 | — | 41,915 |
| Total loans and leases, net of deferred fees and costs | $145,043 | $193 | $4,067 | $5,118 | $6,688 | $161,109 |
| Loan Type | Current | Greater than 30 to 59 Days Past Due | 60 to 89 Days Past Due | 90 Days or Greater Past Due | Nonaccrual | Total |
|---|---|---|---|---|---|---|
| (in thousands) | ||||||
| Commercial real estate | ||||||
| Owner occupied term, net | $— | $— | $— | $— | $976 | $976 |
| Commercial | ||||||
| Term, net | — | — | — | — | 377 | 377 |
| Lines of credit & other, net | 2,945 | — | — | — | — | 2,945 |
| Leases & equipment finance, net | 492 | 111 | — | — | — | 603 |
| Residential | ||||||
| Mortgage, net | 25,405 | — | — | — | — | 25,405 |
| Home equity loans & lines, net | 244 | — | — | — | — | 244 |
| Total loans and leases, net of deferred fees and costs | $29,086 | $111 | $— | $— | $1,353 | $30,550 |
Credit Quality Indicators
Management regularly reviews loans and leases in the portfolio to assess credit quality indicators and to determine appropriate loan classification and grading. The Bank differentiates its lending portfolios into homogeneous and non-homogeneous loans and leases. Homogeneous loans and leases are initially risk rated on a single risk rating scale based on the past due status of the loan or lease. Homogeneous loans and leases that have risk-based modifications or forbearances enter into an alternative elevated risk rating scale that freezes the elevated risk rating and requires six consecutive months of scheduled payments without delinquency before the loan or lease can return to the delinquency-based risk rating scale.
The Bank's risk rating methodology for its non-homogeneous loans and leases uses a dual risk rating approach to assess the credit risk. This approach uses two scales to provide a comprehensive assessment of credit default risk and recovery risk. The probability of default scale measures a borrower's credit default risk using risk ratings ranging from 1 to 16, where a higher rating represents higher risk. For non-homogeneous loans and leases, PD ratings of 1 through 9 are "pass" grades, while PD ratings of 10 and 11 are "watch" grades. PD ratings of 12-16 correspond to the regulatory-defined categories of special mention (12), substandard (13-14), doubtful (15), and loss (16). The loss given default scale measures the amount of loss that may not be recovered in the event of a default, using six alphabetic ratings from A-F, where a higher rating represents higher risk. The LGD scale quantifies recovery risk associated with an event of default and predicts the amount of loss that would be incurred on a loan or lease if a borrower were to experience a major default and includes variables that may be external to the borrower, such as industry, geographic location, and credit cycle stage. It could also include variables specific to the loan or lease, including collateral valuation, covenant structure and debt type. The product of the borrower's PD and a loan or lease LGD is the loan or lease expected loss, expressed as a percentage. This provides a common language of credit risk across different loans.
The PD scale estimates the likelihood that a borrower will experience a major default on any of its debt obligations within a specified time period. Examples of major defaults include payments 90 days or more past due, non-accrual classification, bankruptcy filing, or a full or partial charge-off of a loan or lease. As such, the PD scale represents the credit quality indicator for non-homogeneous loans and leases.
The credit quality indicator rating categories follow regulatory classification and can be generally described by the following groupings for loans and leases:
Pass/Watch—A pass loan or lease is a loan or lease with a credit risk level acceptable to the Bank for extending credit and maintaining normal credit monitoring. A watch loan or lease is considered pass rated but has a heightened level of unacceptable default risk due to an emerging risk element or declining performance trend. Watch ratings are expected to be temporary, with issues resolved or manifested to the extent that a higher or lower risk rating would be appropriate within a short period of time.
Special Mention—A special mention loan or lease has potential weaknesses that deserve management's close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the institution's credit position at some future date. These borrowers have an elevated probability of default but not to the point of a substandard classification.
Substandard—A substandard loan or lease is inadequately protected by the current net worth and paying capacity of the borrower or of the collateral pledged, if any. Loans and leases classified as substandard have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected.
Doubtful—Loans or leases classified as doubtful have all the weaknesses inherent in those classified as substandard with the added characteristic that the weaknesses make collection or liquidation in full, based on currently existing facts, conditions, and values, highly questionable and improbable.
Loss—Loans or leases classified as loss are considered uncollectible and of such little value that their continuance as bankable assets is not warranted.
The following tables represent the amortized costs basis of the loans and leases by credit classification and vintage year by loan and lease class of financing receivable as of the dates presented:
| (in thousands) · Term Loans Amortized Cost Basis by Origination Year · Revolving Loans Amortized Cost Basis · Revolving to Non-Revolving Loans Amortized Cost | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 30, 2024 · 2024 · 2023 · 2022 · 2021 · 2020 · Prior · Total | |||||||||||||||||||
| Commercial real estate: | |||||||||||||||||||
| Non-owner occupied term, net | |||||||||||||||||||
| Credit quality indicator: | |||||||||||||||||||
| Pass/Watch | $120,203 | $586,414 | $1,287,806 | $1,170,822 | $593,654 | $2,452,050 | $61,247 | $1,663 | $6,273,859 | ||||||||||
| Special mention | — | — | 844 | 1,243 | 467 | 19,452 | — | — | 22,006 | ||||||||||
| Substandard | 17,577 | 29,979 | 3,061 | 528 | — | 59,659 | — | — | 110,804 | ||||||||||
| Doubtful | — | — | — | 682 | — | — | — | — | 682 | ||||||||||
| Total non-owner occupied term, net | $137,780 | $616,393 | $1,291,711 | $1,173,275 | $594,121 | $2,531,161 | $61,247 | $1,663 | $6,407,351 | ||||||||||
| Current YTD period: | |||||||||||||||||||
| Gross charge-offs | $— | $— | $— | $— | $— | $86 | $— | $— | $86 | ||||||||||
| Owner occupied term, net | |||||||||||||||||||
| Credit quality indicator: | |||||||||||||||||||
| Pass/Watch | $254,451 | $516,936 | $1,063,606 | $923,506 | $427,382 | $1,781,628 | $74,543 | $54 | $5,042,106 | ||||||||||
| Special mention | 249 | 1,280 | 7,029 | 11,989 | 9,959 | 25,538 | 1,926 | — | 57,970 | ||||||||||
| Substandard | 3,594 | 5,363 | 3,714 | 47,633 | 17,302 | 47,366 | — | — | 124,972 | ||||||||||
| Doubtful | — | — | 2,924 | — | — | 983 | — | — | 3,907 | ||||||||||
| Loss | — | — | 963 | 189 | 404 | — | — | — | 1,556 | ||||||||||
| Total owner occupied term, net | $258,294 | $523,579 | $1,078,236 | $983,317 | $455,047 | $1,855,515 | $76,469 | $54 | $5,230,511 | ||||||||||
| Current YTD period: | |||||||||||||||||||
| Gross charge-offs | $— | $— | $569 | $— | $— | $91 | $— | $— | $660 | ||||||||||
| Multifamily, net | |||||||||||||||||||
| Credit quality indicator: | |||||||||||||||||||
| Pass/Watch | $70,557 | $279,966 | $2,007,723 | $1,732,846 | $409,038 | $1,298,746 | $56,392 | $— | $5,855,268 | ||||||||||
| Special mention | — | — | 1,072 | 1,265 | 934 | 6,242 | — | — | 9,513 | ||||||||||
| Substandard | — | — | — | — | — | 4,067 | — | — | 4,067 | ||||||||||
| Total multifamily, net | $70,557 | $279,966 | $2,008,795 | $1,734,111 | $409,972 | $1,309,055 | $56,392 | $— | $5,868,848 | ||||||||||
| Current YTD period: | |||||||||||||||||||
| Gross charge-offs | $— | $— | $— | $— | $— | $— | $— | $— | $— | ||||||||||
| Construction & development, net | |||||||||||||||||||
| Credit quality indicator: | |||||||||||||||||||
| Pass/Watch | $206,345 | $343,932 | $834,408 | $340,935 | $147,635 | $19,467 | $39,662 | $— | $1,932,384 | ||||||||||
| Special mention | — | — | — | 14,309 | — | — | — | — | 14,309 | ||||||||||
| Total construction & development, net | $206,345 | $343,932 | $834,408 | $355,244 | $147,635 | $19,467 | $39,662 | $— | $1,946,693 | ||||||||||
| Current YTD period: | |||||||||||||||||||
| Gross charge-offs | $— | $— | $— | $— | $— | $— | $— | $— | $— | ||||||||||
| Residential development, net | |||||||||||||||||||
| Credit quality indicator: | |||||||||||||||||||
| Pass/Watch | $31,550 | $51,413 | $15,556 | $495 | $467 | $970 | $161,427 | $7,228 | $269,106 | ||||||||||
| Total residential development, net | $31,550 | $51,413 | $15,556 | $495 | $467 | $970 | $161,427 | $7,228 | $269,106 | ||||||||||
| Current YTD period: | |||||||||||||||||||
| Gross charge-offs | $— | $— | $— | $— | $— | $— | $— | $— | $— | ||||||||||
| Total commercial real estate | $704,526 | $1,815,283 | $5,228,706 | $4,246,442 | $1,607,242 | $5,716,168 | $395,197 | $8,945 | $19,722,509 | ||||||||||
| (in thousands) · Term Loans Amortized Cost Basis by Origination Year · Revolving Loans Amortized Cost Basis · Revolving to Non-Revolving Loans Amortized Cost | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 30, 2024 · 2024 · 2023 · 2022 · 2021 · 2020 · Prior · Total | |||||||||||||||||||
| Commercial: | |||||||||||||||||||
| Term, net | |||||||||||||||||||
| Credit quality indicator: | |||||||||||||||||||
| Pass/Watch | $423,462 | $812,209 | $1,143,205 | $926,619 | $339,661 | $726,874 | $1,054,033 | $2,906 | $5,428,969 | ||||||||||
| Special mention | 301 | 2,413 | 13,324 | 9,015 | 689 | 19,411 | — | — | 45,153 | ||||||||||
| Substandard | 19,143 | 6,363 | 10,277 | 9,271 | 2,083 | 9,723 | 9,558 | — | 66,418 | ||||||||||
| Doubtful | — | 1,160 | 5,525 | 5,804 | 683 | 2,231 | — | — | 15,403 | ||||||||||
| Loss | — | — | — | 329 | 1,531 | 1,745 | — | — | 3,605 | ||||||||||
| Total term, net | $442,906 | $822,145 | $1,172,331 | $951,038 | $344,647 | $759,984 | $1,063,591 | $2,906 | $5,559,548 | ||||||||||
| Current YTD period: | |||||||||||||||||||
| Gross charge-offs | $— | $625 | $1,246 | $774 | $319 | $605 | $820 | $— | $4,389 | ||||||||||
| Lines of credit & other, net | |||||||||||||||||||
| Credit quality indicator: | |||||||||||||||||||
| Pass/Watch | $55,248 | $87,188 | $70,624 | $25,376 | $10,380 | $24,589 | $2,072,679 | $25,572 | $2,371,656 | ||||||||||
| Special mention | 511 | 1,385 | 614 | 452 | 15 | 102 | 35,714 | 687 | 39,480 | ||||||||||
| Substandard | 33,626 | 3,505 | 3,241 | 161 | — | 132 | 101,046 | 5,396 | 147,107 | ||||||||||
| Doubtful | — | — | — | — | — | — | 199 | — | 199 | ||||||||||
| Loss | — | — | 191 | — | — | — | — | — | 191 | ||||||||||
| Total lines of credit & other, net | $89,385 | $92,078 | $74,670 | $25,989 | $10,395 | $24,823 | $2,209,638 | $31,655 | $2,558,633 | ||||||||||
| Current YTD period: | |||||||||||||||||||
| Gross charge-offs | $— | $309 | $309 | $32 | $42 | $384 | $18,798 | $1,107 | $20,981 | ||||||||||
| Leases & equipment finance, net | |||||||||||||||||||
| Credit quality indicator: | |||||||||||||||||||
| Pass/Watch | $348,475 | $555,894 | $396,315 | $145,332 | $59,880 | $63,466 | $— | $— | $1,569,362 | ||||||||||
| Special mention | 459 | 44,362 | 12,718 | 4,216 | 777 | 412 | — | — | 62,944 | ||||||||||
| Substandard | 2,136 | 8,606 | 11,499 | 4,793 | 1,436 | 1,934 | — | — | 30,404 | ||||||||||
| Doubtful | 459 | 8,648 | 17,401 | 6,961 | 1,920 | 1,117 | — | — | 36,506 | ||||||||||
| Loss | 20 | 907 | 1,259 | 435 | 55 | 51 | — | — | 2,727 | ||||||||||
| Total leases & equipment finance, net | $351,549 | $618,417 | $439,192 | $161,737 | $64,068 | $66,980 | $— | $— | $1,701,943 | ||||||||||
| Current YTD period: | |||||||||||||||||||
| Gross charge-offs | $— | $9,668 | $29,002 | $11,349 | $3,279 | $2,125 | $— | $— | $55,423 | ||||||||||
| Total commercial | $883,840 | $1,532,640 | $1,686,193 | $1,138,764 | $419,110 | $851,787 | $3,273,229 | $34,561 | $9,820,124 | ||||||||||
| Residential: | |||||||||||||||||||
| Mortgage, net | |||||||||||||||||||
| Credit quality indicator: | |||||||||||||||||||
| Pass/Watch | $77,660 | $245,163 | $1,825,600 | $2,179,061 | $501,053 | $1,098,078 | $— | $— | $5,926,615 | ||||||||||
| Special mention | 2,138 | 1,359 | 294 | 3,431 | 330 | 6,390 | — | — | 13,942 | ||||||||||
| Substandard | 2,041 | 6,685 | 5,586 | 5,025 | 2,977 | 18,457 | — | — | 40,771 | ||||||||||
| Loss | 358 | 1,238 | 2,460 | 3,299 | 1,387 | 2,093 | — | — | 10,835 | ||||||||||
| Total mortgage, net | $82,197 | $254,445 | $1,833,940 | $2,190,816 | $505,747 | $1,125,018 | $— | $— | $5,992,163 | ||||||||||
| Current YTD period: | |||||||||||||||||||
| Gross charge-offs | $— | $— | $— | $292 | $— | $368 | $— | $— | $660 | ||||||||||
| (in thousands) · Term Loans Amortized Cost Basis by Origination Year · Revolving Loans Amortized Cost Basis · Revolving to Non-Revolving Loans Amortized Cost | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 30, 2024 · 2024 · 2023 · 2022 · 2021 · 2020 · Prior · Total | |||||||||||||||||||
| Home equity loans & lines, net | |||||||||||||||||||
| Credit quality indicator: | |||||||||||||||||||
| Pass/Watch | $62 | $915 | $2,747 | $1,825 | $626 | $43,186 | $1,906,045 | $14,349 | $1,969,755 | ||||||||||
| Special mention | — | — | 237 | 44 | — | 1,463 | 7,925 | 440 | 10,109 | ||||||||||
| Substandard | — | — | — | — | — | 480 | 306 | 243 | 1,029 | ||||||||||
| Loss | — | — | — | — | 101 | 640 | 820 | 332 | 1,893 | ||||||||||
| Total home equity loans & lines, net | $62 | $915 | $2,984 | $1,869 | $727 | $45,769 | $1,915,096 | $15,364 | $1,982,786 | ||||||||||
| Current YTD period: | |||||||||||||||||||
| Gross charge-offs | $— | $— | $— | $— | $— | $109 | $225 | $— | $334 | ||||||||||
| Total residential | $82,259 | $255,360 | $1,836,924 | $2,192,685 | $506,474 | $1,170,787 | $1,915,096 | $15,364 | $7,974,949 | ||||||||||
| Consumer & other, net: | |||||||||||||||||||
| Credit quality indicator: | |||||||||||||||||||
| Pass/Watch | $19,763 | $21,138 | $12,441 | $5,863 | $3,860 | $6,648 | $121,010 | $449 | $191,172 | ||||||||||
| Special mention | 55 | 49 | 22 | — | — | 61 | 642 | 183 | 1,012 | ||||||||||
| Substandard | — | 6 | — | — | — | 3 | 146 | 66 | 221 | ||||||||||
| Total consumer & other, net | $19,818 | $21,193 | $12,463 | $5,863 | $3,860 | $6,712 | $121,798 | $698 | $192,405 | ||||||||||
| Current YTD period: | |||||||||||||||||||
| Gross charge-offs | $— | $1,614 | $94 | $25 | $— | $236 | $1,170 | $282 | $3,421 | ||||||||||
| Grand total | $1,690,443 | $3,624,476 | $8,764,286 | $7,583,754 | $2,536,686 | $7,745,454 | $5,705,320 | $59,568 | $37,709,987 | ||||||||||
| (in thousands) · Term Loans Amortized Cost Basis by Origination Year · Revolving Loans Amortized Cost Basis · Revolving to Non-Revolving Loans Amortized Cost | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2023 · 2023 · 2022 · 2021 · 2020 · 2019 · Prior · Total | |||||||||||||||||||
| Commercial real estate: | |||||||||||||||||||
| Non-owner occupied term, net | |||||||||||||||||||
| Credit quality indicator: | |||||||||||||||||||
| Pass/Watch | $582,178 | $1,307,143 | $1,182,485 | $615,021 | $764,821 | $1,832,231 | $41,194 | $— | $6,325,073 | ||||||||||
| Special mention | — | 317 | 3,478 | 1,337 | 2,480 | 16,352 | — | — | 23,964 | ||||||||||
| Substandard | 32,461 | 749 | — | 1,090 | 35,214 | 64,304 | — | — | 133,818 | ||||||||||
| Loss | — | — | — | — | — | 85 | — | — | 85 | ||||||||||
| Total non-owner occupied term, net | $614,639 | $1,308,209 | $1,185,963 | $617,448 | $802,515 | $1,912,972 | $41,194 | $— | $6,482,940 | ||||||||||
| Prior Year End period: | |||||||||||||||||||
| Gross charge-offs | $— | $— | $— | $— | $— | $— | $— | $— | $— | ||||||||||
| Owner occupied term, net | |||||||||||||||||||
| Credit quality indicator: | |||||||||||||||||||
| Pass/Watch | $532,482 | $1,067,388 | $972,130 | $448,569 | $581,616 | $1,351,172 | $67,063 | $— | $5,020,420 | ||||||||||
| Special mention | 1,575 | 5,950 | 6,175 | 4,945 | 14,610 | 15,513 | 1,932 | — | 50,700 | ||||||||||
| Substandard | 4,034 | 7,707 | 48,281 | 17,275 | 10,513 | 35,216 | — | — | 123,026 | ||||||||||
| Doubtful | — | — | — | — | — | 90 | — | — | 90 | ||||||||||
| Loss | — | 963 | — | 404 | — | 2 | — | — | 1,369 | ||||||||||
| Total owner occupied term, net | $538,091 | $1,082,008 | $1,026,586 | $471,193 | $606,739 | $1,401,993 | $68,995 | $— | $5,195,605 | ||||||||||
| Prior Year End period: | |||||||||||||||||||
| Gross charge-offs | $— | $16 | $— | $— | $— | $787 | $— | $— | $803 | ||||||||||
| Multifamily, net | |||||||||||||||||||
| Credit quality indicator: | |||||||||||||||||||
| Pass/Watch | $272,084 | $1,982,075 | $1,660,492 | $400,280 | $590,379 | $745,705 | $51,480 | $— | $5,702,495 | ||||||||||
| Special mention | — | — | 1,278 | — | 961 | — | — | — | 2,239 | ||||||||||
| Total multifamily, net | $272,084 | $1,982,075 | $1,661,770 | $400,280 | $591,340 | $745,705 | $51,480 | $— | $5,704,734 | ||||||||||
| Prior Year End period: | |||||||||||||||||||
| Gross charge-offs | $— | $— | $— | $— | $— | $— | $— | $— | $— | ||||||||||
| Construction & development, net | |||||||||||||||||||
| Credit quality indicator: | |||||||||||||||||||
| Pass/Watch | $248,623 | $716,207 | $530,305 | $186,680 | $21,990 | $10,738 | $31,289 | $— | $1,745,832 | ||||||||||
| Special mention | — | 1,470 | — | — | — | — | — | — | 1,470 | ||||||||||
| Total construction & development, net | $248,623 | $717,677 | $530,305 | $186,680 | $21,990 | $10,738 | $31,289 | $— | $1,747,302 | ||||||||||
| Prior Year End period: | |||||||||||||||||||
| Gross charge-offs | $— | $— | $— | $— | $— | $— | $— | $— | $— | ||||||||||
| Residential development, net | |||||||||||||||||||
| Credit quality indicator: | |||||||||||||||||||
| Pass/Watch | $90,241 | $86,078 | $22,271 | $— | $— | $1,329 | $116,490 | $6,149 | $322,558 | ||||||||||
| Special mention | — | — | — | — | — | — | 1,341 | — | 1,341 | ||||||||||
| Total residential development, net | $90,241 | $86,078 | $22,271 | $— | $— | $1,329 | $117,831 | $6,149 | $323,899 | ||||||||||
| Prior Year End period: | |||||||||||||||||||
| Gross charge-offs | $— | $— | $— | $— | $— | $— | $— | $— | $— | ||||||||||
| Total commercial real estate | $1,763,678 | $5,176,047 | $4,426,895 | $1,675,601 | $2,022,584 | $4,072,737 | $310,789 | $6,149 | $19,454,480 | ||||||||||
| (in thousands) · Term Loans Amortized Cost Basis by Origination Year · Revolving Loans Amortized Cost Basis · Revolving to Non-Revolving Loans Amortized Cost | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2023 · 2023 · 2022 · 2021 · 2020 · 2019 · Prior · Total | |||||||||||||||||||
| Commercial: | |||||||||||||||||||
| Term, net | |||||||||||||||||||
| Credit quality indicator: | |||||||||||||||||||
| Pass/Watch | $835,662 | $1,215,539 | $933,970 | $391,735 | $271,974 | $560,595 | $1,097,630 | $50,874 | $5,357,979 | ||||||||||
| Special mention | 23,250 | 14,875 | 29,128 | 109 | 3,340 | 16,476 | — | — | 87,178 | ||||||||||
| Substandard | 2,911 | 13,862 | 13,981 | 3,068 | 7,385 | 7,859 | 31,399 | 4,139 | 84,604 | ||||||||||
| Doubtful | — | 1,329 | 335 | 796 | 197 | 699 | — | — | 3,356 | ||||||||||
| Loss | — | 415 | — | 648 | 51 | 2,534 | — | — | 3,648 | ||||||||||
| Total term, net | $861,823 | $1,246,020 | $977,414 | $396,356 | $282,947 | $588,163 | $1,129,029 | $55,013 | $5,536,765 | ||||||||||
| Prior Year End period: | |||||||||||||||||||
| Gross charge-offs | $3,000 | $1,418 | $— | $415 | $389 | $886 | $44 | $808 | $6,960 | ||||||||||
| Lines of credit & other, net | |||||||||||||||||||
| Credit quality indicator: | |||||||||||||||||||
| Pass/Watch | $105,360 | $105,791 | $58,441 | $12,266 | $10,927 | $16,108 | $1,922,115 | $5,676 | $2,236,684 | ||||||||||
| Special mention | 476 | 635 | 394 | — | — | 80 | 61,927 | 403 | 63,915 | ||||||||||
| Substandard | 7,807 | 4,161 | — | — | — | 593 | 83,304 | 32,509 | 128,374 | ||||||||||
| Doubtful | — | — | — | — | — | — | 48 | 211 | 259 | ||||||||||
| Loss | — | 693 | 200 | — | 1 | 1 | — | — | 895 | ||||||||||
| Total lines of credit & other, net | $113,643 | $111,280 | $59,035 | $12,266 | $10,928 | $16,782 | $2,067,394 | $38,799 | $2,430,127 | ||||||||||
| Prior Year End period: | |||||||||||||||||||
| Gross charge-offs | $30 | $168 | $— | $47 | $144 | $45 | $1,058 | $1,809 | $3,301 | ||||||||||
| Leases & equipment finance, net | |||||||||||||||||||
| Credit quality indicator: | |||||||||||||||||||
| Pass/Watch | $682,866 | $501,867 | $200,499 | $92,402 | $61,065 | $33,908 | $— | $— | $1,572,607 | ||||||||||
| Special mention | 46,806 | 15,962 | 6,182 | 1,688 | 7,224 | 77 | — | — | 77,939 | ||||||||||
| Substandard | 7,094 | 15,274 | 6,704 | 2,163 | 1,246 | 1,161 | — | — | 33,642 | ||||||||||
| Doubtful | 5,833 | 22,566 | 9,036 | 3,161 | 1,700 | 208 | — | — | 42,504 | ||||||||||
| Loss | 395 | 1,485 | 581 | 292 | 58 | 9 | — | — | 2,820 | ||||||||||
| Total leases & equipment finance, net | $742,994 | $557,154 | $223,002 | $99,706 | $71,293 | $35,363 | $— | $— | $1,729,512 | ||||||||||
| Prior Year End period: | |||||||||||||||||||
| Gross charge-offs | $2,324 | $47,116 | $31,569 | $9,111 | $6,394 | $3,087 | $— | $— | $99,601 | ||||||||||
| Total commercial | $1,718,460 | $1,914,454 | $1,259,451 | $508,328 | $365,168 | $640,308 | $3,196,423 | $93,812 | $9,696,404 | ||||||||||
| Residential: | |||||||||||||||||||
| Mortgage, net | |||||||||||||||||||
| Credit quality indicator: | |||||||||||||||||||
| Pass/Watch | $221,207 | $1,845,395 | $2,355,420 | $521,177 | $443,152 | $735,801 | $— | $— | $6,122,152 | ||||||||||
| Special mention | 1,125 | 916 | 1,737 | 651 | 1,156 | 4,109 | — | — | 9,694 | ||||||||||
| Substandard | 1,851 | 2,617 | 2,826 | 787 | 1,759 | 8,746 | — | — | 18,586 | ||||||||||
| Loss | 159 | 2,724 | 970 | 851 | 220 | 1,810 | — | — | 6,734 | ||||||||||
| Total mortgage, net | $224,342 | $1,851,652 | $2,360,953 | $523,466 | $446,287 | $750,466 | $— | $— | $6,157,166 | ||||||||||
| Prior Year End period: | |||||||||||||||||||
| Gross charge-offs | $— | $— | $— | $— | $— | $6 | $— | $— | $6 | ||||||||||
| (in thousands) · Term Loans Amortized Cost Basis by Origination Year · Revolving Loans Amortized Cost Basis · Revolving to Non-Revolving Loans Amortized Cost | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2023 · 2023 · 2022 · 2021 · 2020 · 2019 · Prior · Total | |||||||||||||||||||
| Home equity loans & lines, net | |||||||||||||||||||
| Credit quality indicator: | |||||||||||||||||||
| Pass/Watch | $562 | $1,242 | $1,056 | $100 | $896 | $35,677 | $1,870,270 | $17,807 | $1,927,610 | ||||||||||
| Special mention | — | — | — | — | 114 | 378 | 5,052 | 1,230 | 6,774 | ||||||||||
| Substandard | — | — | — | — | 137 | 190 | 1,278 | 174 | 1,779 | ||||||||||
| Loss | 14 | — | — | — | — | 85 | 1,286 | 618 | 2,003 | ||||||||||
| Total home equity loans & lines, net | $576 | $1,242 | $1,056 | $100 | $1,147 | $36,330 | $1,877,886 | $19,829 | $1,938,166 | ||||||||||
| Prior Year End period: | |||||||||||||||||||
| Gross charge-offs | $— | $— | $12 | $29 | $— | $52 | $448 | $— | $541 | ||||||||||
| Total residential | $224,918 | $1,852,894 | $2,362,009 | $523,566 | $447,434 | $786,796 | $1,877,886 | $19,829 | $8,095,332 | ||||||||||
| Consumer & other, net: | |||||||||||||||||||
| Credit quality indicator: | |||||||||||||||||||
| Pass/Watch | $39,977 | $14,919 | $7,132 | $4,953 | $3,441 | $5,022 | $118,125 | $543 | $194,112 | ||||||||||
| Special mention | 138 | 52 | 5 | 13 | 52 | 122 | 779 | 135 | 1,296 | ||||||||||
| Substandard | — | — | — | — | 3 | 1 | 251 | 63 | 318 | ||||||||||
| Loss | — | — | — | — | — | 7 | 2 | — | 9 | ||||||||||
| Total consumer & other, net | $40,115 | $14,971 | $7,137 | $4,966 | $3,496 | $5,152 | $119,157 | $741 | $195,735 | ||||||||||
| Prior Year End period: | |||||||||||||||||||
| Gross charge-offs | $3,313 | $132 | $23 | $20 | $29 | $288 | $1,485 | $472 | $5,762 | ||||||||||
| Grand total | $3,747,171 | $8,958,366 | $8,055,492 | $2,712,461 | $2,838,682 | $5,504,993 | $5,504,255 | $120,531 | $37,441,951 | ||||||||||
Note 6 –Goodwill and Other Intangible Assets
The Company had $1.0 billion in goodwill as of June 30, 2024 and December 31, 2023, which represents the excess of the total acquisition price paid over the fair value of the assets acquired, net of fair value of liabilities assumed in connection with the Merger. Goodwill is not amortized but is evaluated for potential impairment on an annual basis or whenever events or changes in circumstances indicate the carrying value may not be recoverable. The Company performed its annual impairment assessment as of October 31, 2023. No events or circumstances since the annual impairment test were noted that would indicate it was more likely than not that a goodwill impairment exists.
Core deposit intangible assets values were determined based on the present value of the expected cost savings attributable to the core deposit funding relative to an alternative source of funding. The intangible assets are being amortized on an accelerated basis over a period of 10 years. No impairment losses have been recognized in the periods presented.
The following table summarizes other intangible assets as of the dates presented:
| (in thousands) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount |
|---|---|---|---|
| As of June 30, 2024 | $764,791 | $(222,433) | $542,358 |
| As of December 31, 2023 | $764,791 | $(161,112) | $603,679 |
Amortization expense recognized on intangible assets was $29.2 million and $61.3 million for the three and six months ended June 30, 2024, respectively, and $35.6 million and $48.2 million for the three and six months ended June 30, 2023, respectively.
The table below presents the forecasted amortization expense for intangible assets as of June 30, 2024:
| (in thousands) | |
|---|---|
| Year | Expected Amortization |
| Remainder of 2024 | $58,110 |
| 2025 | 105,458 |
| 2026 | 92,545 |
| 2027 | 79,632 |
| 2028 | 66,719 |
| Thereafter | 139,894 |
| Total intangible assets | $542,358 |
Note 7 –Residential Mortgage Servicing Rights
The Company measures its MSR asset at fair value with changes in fair value reported in residential mortgage banking revenue, net. The following table presents the changes in the Company's residential MSR for the periods indicated:
| Three Months Ended | Six Months Ended | |||
|---|---|---|---|---|
| (in thousands) | June 30, 2024 | June 30, 2023 | June 30, 2024 | June 30, 2023 |
| Balance, beginning of period | $110,444 | $178,800 | $109,243 | $185,017 |
| Additions for new MSR capitalized | 1,540 | 1,168 | 2,777 | 2,769 |
| Changes in fair value: | ||||
| Changes due to collection/realization of expected cash flows over time | (3,183) | (4,797) | (6,336) | (9,678) |
| Changes due to valuation inputs or assumptions (1) | 1,238 | (2,242) | 4,355 | (5,179) |
| Balance, end of period | $110,039 | $172,929 | $110,039 | $172,929 |
(1)The change in valuation inputs and assumptions principally reflect changes in discount rates and prepayment speeds, which are primarily affected by changes in interest rates.
Information related to the serviced loan portfolio as of the dates presented is as follows:
| (dollars in thousands) | June 30, 2024 | December 31, 2023 |
|---|---|---|
| Balance of loans serviced for others | $8,120,046 | $8,175,664 |
| MSR as a percentage of serviced loans | 1.36% | 1.34% |
The amount of contractually specified servicing fees, late fees, and ancillary fees earned, which is recorded in residential mortgage banking revenue, was $6.0 million and $12.0 million for the three and six months ended June 30, 2024, respectively, as compared to $9.2 million and $18.6 million for the three and six months ended June 30, 2023, respectively.
Note 8 –Borrowings
The Company had FHLB advances and FRB borrowings outstanding as of June 30, 2024 with carrying values of $3.9 billion, compared to $4.0 billion at December 31, 2023.
The Bank's FHLB advances were $2.4 billion as of June 30, 2024, as compared to $3.8 billion at December 31, 2023. The FHLB advances have fixed interest rates ranging from 5.10% to 5.25% and mature in 2024 through 2025. The FHLB requires the Bank to maintain a required level of investment in FHLB and sufficient collateral to qualify for secured advances. The Bank has pledged as collateral for these secured advances all FHLB stock, all funds on deposit with the FHLB, investment and commercial real estate portfolios, accounts, general intangibles, equipment, and other property in which a security interest can be granted by the Bank to the FHLB.
As of June 30, 2024, the Bank had FRB BTFP borrowings of $1.6 billion, as compared to $200.0 million at December 31, 2023. The Bank's FRB BTFP borrowings have interest rates ranging from 4.76% to 4.93% and mature in January 2025. The Bank has pledged investment securities as collateral for these borrowings. The ability to take new advances under this program ended in March 2024.
Note 9 –Commitments and Contingencies
Financial Instruments with Off-Balance-Sheet Risk — The Company's financial statements do not reflect various commitments and contingent liabilities that arise in the normal course of the Bank's business and involve elements of credit, liquidity, and interest rate risk.
The following table presents a summary of the Bank's commitments and contingent liabilities:
| (in thousands) | June 30, 2024 |
|---|---|
| Commitments to extend credit | $10,763,609 |
| Forward sales commitments | $82,618 |
| Commitments to originate residential mortgage loans held for sale | $54,322 |
| Standby letters of credit | $217,245 |
The Bank is a party to financial instruments with off-balance sheet credit risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit, standby letters of credit and financial guarantees. These instruments involve elements of credit and interest-rate risk similar to the risk involved in on-balance sheet items. The contract or notional amounts of these instruments reflect the extent of the Bank's involvement in particular classes of financial instruments.
The Bank's exposure to credit loss in the event of non-performance by the other party to the financial instrument for commitments to extend credit and standby letters of credit, and financial guarantees written, is represented by the contractual notional amount of those instruments. The Bank uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.
There wereno financial guarantees in connection with standby letters of credit that the Bank was required to perform on during the three and six months ended June 30, 2024 and 2023. As of June 30, 2024, approximately $202.1 million of standby letters of credit expire within one year, and $15.1 million expire thereafter.
Residential mortgage loans sold into the secondary market are sold with limited recourse against the Company, meaning that the Company may be obligated to repurchase or otherwise reimburse the investor for incurred losses on any loans that suffer an early payment default, are not underwritten in accordance with investor guidelines or are determined to have pre-closing borrower misrepresentations.
Legal Proceedings and Regulatory Matters—The Company is subject to litigation in court and arbitral proceedings, as well as proceedings, investigations, examinations, and other actions brought or considered by governmental and self-regulatory agencies. The Company is party to various pending and threatened claims and legal proceedings arising in the normal course of business activities, some of which involve claims for substantial or uncertain amounts.
In September 2023, 34 related entities (the “iCap Entities”) that maintained their primary deposit accounts with the Bank filed jointly-administered Chapter 11 bankruptcies in the United States Bankruptcy Court for the Eastern District of Washington. The Bank was served with a request for production of account records and produced such records through counsel. Concurrently, in pleadings filed in the Bankruptcy Court for the Eastern District of Washington on behalf of investors who claimed losses of approximately $250.0 million, the Bank was identified as a party against which claims may be brought in connection with the iCap Entities’ alleged operation of Ponzi schemes prior to the bankruptcy proceedings described above. The potential claims against the Bank and the amount of any alleged damages have not been identified. To the extent suits or actions are commenced, the Bank intends to vigorously defend any and all claims.
In August 2020, a class action complaint was filed in the United States District Court (ND Cal) alleging aiding and abetting claims against the Bank associated with the failure of two commercial real estate investment companies, Professional Financial Investors, Inc. and Professional Investors Security Fund, Inc., allegedly effected through a Ponzi scheme. Both companies maintained their primary deposit account relationship with the Bank’s Novato, Marin County, California branch office, acquired by the Bank from Circle Bank. The Bank's motion to dismiss was denied in January 2021, and its motion for summary judgment was denied in December 2022, and at the same time the District Court certified the plaintiffs’ proposed class. Two other related cases were filed in 2023: one case alleges similar claims by two investors and was filed in May 2023 in Marin County Superior Court; and another case was filed in June 2023 in the United States District Court (ND Cal) alleging claims by ten investors with different investments than the class members. Plaintiffs in the two District Court cases allege damages resulting from the scheme of between $386.2 million and $429.8 million, which includes prejudgment interest and does not account for prior bankruptcy recoveries of approximately $110.0 million to date. The Superior Court case does not yet have a clear estimate of damages. Trial in the District Court cases is anticipated to be scheduled in 2025. Filing of these cases follows an SEC non-public investigation of Professional Financial Investors, Inc. and Professional Investors Security Fund, Inc. that commenced on May 28, 2020. The Bank intends to defend these matters vigorously and believes that it has meritorious defenses.
As previously disclosed, in 2023, the Bank was informed by one of its technology service providers (the "Vendor") that a widely reported security incident involving MOVEit, a filesharing software used globally by government agencies, enterprise corporations, and financial institutions, resulted in the unauthorized acquisition by a third party of the names and social security numbers or tax identification numbers of certain of the Bank’s consumer and small business customers (the "Vendor Incident").
Other than the information described above, no account information for accounts at the Bank was compromised as a result of the Vendor Incident, and no information from the Bank’s commercial customers was involved in the Vendor Incident. On June 22, 2023, the Bank sent an email to potentially affected consumer and small business customers informing them of the Vendor Incident. Between August 11, 2023, and August 15, 2023, the Vendor, on behalf of the Bank, initiated formal notice via U.S. Mail to the 429,252 Bank customers whose information was involved in the Vendor Incident. The Bank and the Vendor also notified applicable federal and state regulators regarding the Vendor Incident.
Beginning on August 18, 2023, some of the individuals who were notified of the Vendor Incident filed lawsuits against the Bank seeking monetary recovery and other relief on behalf of themselves and one or more putative classes of other individuals similarly situated. Two such cases were filed in federal court (the United States District Court for the Western District of Washington), one of which was later voluntarily dismissed without prejudice. Five such cases were filed in state court in Washington (the Washington Superior Court for Pierce County) and one case in state court in California (the California Superior Court for Contra Costa County). The state court cases were subsequently removed to federal court by the Bank. On October 4, 2023, the United States Judicial Panel on Multidistrict Litigation, in view of the large number of lawsuits arising out of the MOVEit data incident in federal courts across the United States, initiated a multidistrict litigation (“MDL”) for these cases to allow such cases to be transferred to one court for pre-trial proceedings. The MDL is titled In Re: MOVEit Customer Data Security Breach Litigation, MDL No. 3083 and is pending in the United States District Court for the District of Massachusetts as MDL No. 1:23-md-03083-ADB-PGL. All seven cases against the Bank have been transferred to the MDL as of January 29, 2024. The cases collectively allege claims for negligence, negligenceper se, breach of contract, breach of implied contract, breach of third-party beneficiary contract, breach of fiduciary duty, invasion of privacy, breach of the covenant of good faith and fair dealing, unjust enrichment and violation of certain statutes, namely the Washington Consumer Protection Act, the California Consumer Legal Remedies Act, the California Consumer Privacy Act, and the California Unfair Competition Law. The Bank has also received claims by or on behalf of individuals in connection with the Vendor Incident. Such claims have the potential to give rise to additional litigation. The Bank has engaged defense counsel and intends to vigorously defend against these suits and any similar or related suits or claims. The Bank has notified relevant insurance carriers and business counterparties and continues to reserve all of its relevant rights to indemnity, defense, contribution, and other relief in connection with these matters.
At least quarterly, liabilities and contingencies are assessed in connection with all outstanding or new legal matters, utilizing the most recent information available. If it is determined that a loss from a matter is probable and that the amount of the loss can be reasonably estimated, an accrual for the loss is established. Once established, each accrual is adjusted as appropriate to reflect any subsequent developments in the specific legal matter. It is inherently difficult to determine whether any loss is probable or even possible. It is also inherently difficult to estimate the amount of any loss and there may be matters for which a loss is probable or reasonably possible but not currently estimable. Actual losses may be in excess of any established accrual or the range of reasonably possible loss. Management's estimate will change from time to time. For matters where a loss is not
probable, or the amount of the loss cannot be estimated, no accrual is established. The Company has $6.3 million accrued related to legal matters as of June 30, 2024.
The resolution and the outcome of legal claims are unpredictable, exacerbated by factors including the following: damages sought are unsubstantiated or indeterminate; it is unclear whether a case brought as a class action will be allowed to proceed on that basis; discovery or motion practice is not complete; the proceeding is not yet in its final stages; the matters present legal uncertainties; there are significant facts in dispute; there are a large number of parties, including multiple defendants; or there is a wide range of potential results. Any estimate or determination relating to the future resolution of legal and regulatory matters is uncertain and involves significant judgment. The Company is usually unable to determine whether a favorable or unfavorable outcome is remote, reasonably likely or probable, or to estimate the amount or range of a probable or reasonably likely loss until relatively late in the process.
Although there can be no assurance as to the ultimate outcome of a specific legal matter, the Company believes it has meritorious defenses to the claims asserted against us in our currently outstanding legal matters, and the Company intends to continue to vigorously defend ourselves. The Company will consider settlement of legal matters when, in management's judgment, it is in the best interests of the Company and its shareholders.
Based on information currently available, advice of counsel, available insurance coverage, and established reserves, the Company believes that the eventual outcome of the actions against us will not have a material adverse effect on the Company's consolidated financial statements. However, it is possible that the ultimate resolution of a matter, if unfavorable, may be material to the Company's results of operations for any particular reporting period.
Concentrations of Credit Risk— The Bank grants real estate mortgage, real estate construction, commercial, agricultural and installment loans and leases to customers in Oregon, Washington, California, Idaho, Nevada, Arizona, Colorado, and Utah. In management's judgment, a concentration exists in real estate-related loans, which represented approximately 75% of the Bank's loan and lease portfolio for June 30, 2024 and December 31, 2023. Commercial real estate concentrations are managed to ensure geographic and business diversity, primarily in our footprint. As of June 30, 2024 and December 31, 2023, the multifamily portfolio, including construction, represented approximately 20% and 19% of the total loan portfolio, respectively. The office portfolio represented approximately 8% of the total loan portfolio as of both June 30, 2024 and December 31, 2023. Although management believes such concentrations have no more than the normal risk of collectability, a substantial decline in the economy in general, material increases in interest rates, changes in tax policies, tightening credit or refinancing markets, or a decline in real estate values in the Bank's primary market areas in particular, could have an adverse impact on the repayment of these loans. Personal and business incomes, proceeds from the sale of real property, or proceeds from refinancing represent the primary sources of repayment for a majority of these loans.
The Bank recognizes the credit risks inherent in dealing with other depository institutions. Accordingly, to prevent excessive exposure to any single correspondent, the Bank has established general standards for selecting correspondent banks as well as internal limits for allowable exposure to any single correspondent. In addition, the Bank has an investment policy that sets forth limitations that apply to all investments with respect to credit rating and concentrations with an issuer.
Note 10 –Derivatives
The Bank may use derivatives to hedge the risk of changes in the fair values of interest rate lock commitments, residential mortgage loans held for sale, and MSRs. None of the Company's derivatives are designated as hedging instruments. Rather, they are accounted for as free-standing derivatives, or economic hedges, with changes in the fair value of the derivatives reported in income. The Company utilizes forward interest rate contracts in its derivative risk management strategy.
The Bank enters into forward delivery contracts to sell residential mortgage loans or mortgage-backed securities to broker-dealers at specific prices and dates in order to hedge the interest rate risk in its portfolio of mortgage loans held for sale and its residential mortgage interest rate lock commitments. Credit risk associated with forward contracts is limited to the replacement cost of those forward contracts in a gain position. There wereno counterparty default losses on forward contracts in the three and six months ended June 30, 2024 and 2023. Market risk with respect to forward contracts arises principally from changes in the value of contractual positions due to changes in interest rates. The Bank limits its exposure to market risk by monitoring differences between commitments to customers and forward contracts with broker-dealers. In the event the Company has forward delivery contract commitments in excess of available mortgage loans, the Company completes the transaction by either paying or receiving a fee to or from the broker-dealer equal to the increase or decrease in the market value of the forward contract. As of June 30, 2024 and December 31, 2023, the Bank had commitments to originate mortgage loans held for sale totaling $54.3 million and $20.6 million, respectively, and forward sales commitments of $82.6 million and $39.5 million, respectively, which are used to hedge both on-balance sheet and off-balance sheet exposures.
The Bank purchases interest rate futures and forward settling mortgage-backed securities to hedge the interest rate risk of MSRs. As of June 30, 2024, the Bank had $159.0 million notional of interest rate futures contracts and $23.0 million of mortgage-backed securities related to this program. As of December 31, 2023, the Bank had $150.0 million notional of interest rate futures contracts and $36.0 million of mortgage-backed securities related to this program.
The Bank executes interest rate swaps with commercial banking customers to facilitate their respective risk management strategies. Those interest rate swaps are simultaneously hedged by offsetting the interest rate swaps that the Bank executes with a third party, such that the Bank minimizes its net risk exposure. As of June 30, 2024, the Bank had interest rate swap assets and interest rate swap liabilities, both with a notional amount of $4.5 billion related to this program. As of December 31, 2023, the Bank had interest rate swap assets and interest rate swap liabilities, both with a notional amount of $4.7 billion related to this program.
The Bank has collateral posting requirements for initial margins with its clearing members and clearing houses and has been required to post collateral against its obligations under these agreements of $89.1 million and $88.3 million as of June 30, 2024 and December 31, 2023, respectively.
The Bank's clearable interest rate swap derivatives are cleared through the Chicago Mercantile Exchange and London Clearing House. These clearing houses characterize the variation margin payments, for certain derivative contracts that are referred to as settled-to-market, as settlements of the derivative's mark-to-market exposure and not collateral. The Company accounts for the variation margin as an adjustment to cash collateral, as well as a corresponding adjustment to the derivative asset and liability. As of June 30, 2024 and December 31, 2023, the variation margin netting adjustments for centrally cleared interest rate swaps consisted of derivative asset adjustments of $197.4 million and $166.3 million, respectively.
The Bank also has solely executed swaps indexed to Term SOFR, which are not clearable. These swaps are executed on a bilateral basis with a counterparty bank. There is no initial margin posted for bilateral swaps, but cash collateral equivalent to variation margin is exchanged to cover the mark-to-market exposure on a daily basis.
The Bank also executes foreign currency hedges as a service for customers. These foreign currency hedges are then offset with hedges with other third-party banks to limit the Bank's risk exposure.
The Bank's derivative assets are included in other assets on the Condensed Consolidated Balance Sheets, while the derivative liabilities are included in other liabilities on the Condensed Consolidated Balance Sheets. The following table summarizes the types of derivatives, separately by assets and liabilities, and the fair values of such derivatives as of the dates presented:
| (in thousands) | Asset Derivatives | Liability Derivatives | ||
|---|---|---|---|---|
| Derivatives not designated as hedging instrument | June 30, 2024 | December 31, 2023 | June 30, 2024 | December 31, 2023 |
| Interest rate lock commitments | $— | $— | $452 | $137 |
| Interest rate futures | — | 3,745 | 500 | — |
| Interest rate forward sales commitments | 178 | 9 | 243 | 535 |
| Interest rate swaps | 117,880 | 33,874 | 311,192 | 260,064 |
| Foreign currency derivatives | 230 | 457 | 155 | 355 |
| Total derivative assets and liabilities | $118,288 | $38,085 | $312,542 | $261,091 |
The gains and losses on the Company's mortgage banking derivatives are included in mortgage banking revenue. The gains and losses on the Company's interest rate swaps and foreign currency derivatives are included in other income. The following table summarizes the types of derivatives and the gains (losses) recorded during the periods indicated:
| (in thousands) | Three Months Ended | Six Months Ended | ||
|---|---|---|---|---|
| Derivatives not designated as hedging instrument | June 30, 2024 | June 30, 2023 | June 30, 2024 | June 30, 2023 |
| Interest rate lock commitments | $(467) | $(188) | $(314) | $(83) |
| Interest rate futures | (1,611) | (7,636) | (5,882) | (4,986) |
| Interest rate forward sales commitments | 467 | 785 | 513 | (218) |
| Interest rate swaps | 424 | 1,288 | 1,621 | (2,255) |
| Foreign currency derivatives | 196 | (109) | 238 | (79) |
| Total derivative losses | $(991) | $(5,860) | $(3,824) | $(7,621) |
The Company is party to interest rate swap contracts that are subject to enforceable master netting arrangements or similar agreements. Under these agreements, the Company may have the right to net settle multiple contracts with the same counterparty.
The following table shows the gross interest rate swaps in the Condensed Consolidated Balance Sheets and the respective collateral received or pledged in the form of cash or other financial instruments. The collateral amounts are limited to the outstanding balances of the related asset or liability. Therefore, instances of over collateralization are not shown.
| Gross Amounts Not Offset in the Statement of Financial Position | ||||||
|---|---|---|---|---|---|---|
| Gross Amounts of Recognized Assets/Liabilities | Gross Amounts Offset in the Condensed Consolidated Balance Sheets | Net Amounts of Assets/Liabilities presented in the Condensed Consolidated Balance Sheets | Financial Instruments | Collateral Received/Posted | Net Amount | |
| Derivative Assets | ||||||
| Interest rate swaps | $117,880 | $— | $117,880 | $5,226 | $100,000 | $12,654 |
| Derivative Liabilities | ||||||
| Interest rate swaps | $311,192 | $— | $311,192 | $5,226 | $— | $305,966 |
Note 11 –Earnings Per Common Share
The following is a computation of basic and diluted earnings per common share for the periods indicated:
| Three Months Ended | Six Months Ended | |||
|---|---|---|---|---|
| (in thousands, except per share data) | June 30, 2024 | June 30, 2023 | June 30, 2024 | June 30, 2023 |
| Net income | $120,144 | $133,377 | $244,224 | $119,339 |
| Weighted average number of common shares outstanding - basic | 208,498 | 207,977 | 208,379 | 182,325 |
| Effect of potentially dilutive common shares (1) | 513 | 568 | 620 | 535 |
| Weighted average number of common shares outstanding - diluted | 209,011 | 208,545 | 208,999 | 182,860 |
| Earnings per common share: | ||||
| Basic | $0.58 | $0.64 | $1.17 | $0.65 |
| Diluted | $0.57 | $0.64 | $1.17 | $0.65 |
(1) Represents the effect of the assumed vesting of non-participating restricted shares based on the treasury stock method.
The following table represents the weighted average outstanding restricted shares that were not included in the computation of diluted earnings per share because their effect would be anti-dilutive for the periods indicated:
| Three Months Ended | Six Months Ended | |||
|---|---|---|---|---|
| (in thousands) | June 30, 2024 | June 30, 2023 | June 30, 2024 | June 30, 2023 |
| Restricted stock awards and units | 571 | 1,001 | 588 | 756 |
Note 12 –Fair Value Measurement
The following table presents estimated fair values of the Company's financial instruments as of the dates presented, whether or not recognized or recorded at fair value on a recurring basis in the Condensed Consolidated Balance Sheets:
| June 30, 2024 · December 31, 2023 | |||||
|---|---|---|---|---|---|
| (in thousands) | Level | Carrying Value | Fair Value | Carrying Value | Fair Value |
| Financial assets: | |||||
| Cash and cash equivalents | 1 | $2,068,831 | $2,068,831 | $2,162,534 | $2,162,534 |
| Equity and other investment securities | 1,2 | 77,221 | 77,221 | 76,995 | 76,995 |
| Investment securities available for sale | 1,2 | 8,503,000 | 8,503,000 | 8,829,870 | 8,829,870 |
| Investment securities held to maturity | 3 | 2,203 | 2,885 | 2,300 | 3,025 |
| Loans held for sale | 2 | 56,310 | 56,310 | 30,715 | 30,715 |
| Loans and leases, net | 2,3 | 37,291,316 | 35,831,050 | 37,001,080 | 35,810,989 |
| Restricted equity securities | 1 | 116,274 | 116,274 | 179,274 | 179,274 |
| Residential mortgage servicing rights | 3 | 110,039 | 110,039 | 109,243 | 109,243 |
| Bank-owned life insurance | 1 | 686,485 | 686,485 | 680,948 | 680,948 |
| Derivatives | 2,3 | 118,288 | 118,288 | 38,085 | 38,085 |
| Financial liabilities: | |||||
| Demand, money market, and savings deposits | 1 | $35,113,311 | $35,113,311 | $35,379,451 | $35,379,451 |
| Time deposits | 2 | 6,409,961 | 6,384,569 | 6,227,569 | 6,201,519 |
| Securities sold under agreements to repurchase | 2 | 197,860 | 197,860 | 252,119 | 252,119 |
| Borrowings | 2 | 3,900,000 | 3,892,965 | 3,950,000 | 3,950,037 |
| Junior subordinated debentures, at fair value | 3 | 310,187 | 310,187 | 316,440 | 316,440 |
| Junior and other subordinated debentures, at amortized cost | 3 | 107,781 | 97,551 | 107,895 | 97,695 |
| Derivatives | 2,3 | 312,542 | 312,542 | 261,091 | 261,091 |
Fair Value of Assets and Liabilities Measured on a Recurring Basis
The following tables present information about the Company's assets and liabilities measured at fair value on a recurring basis as of the periods presented:
| (in thousands) | June 30, 2024 | |||
|---|---|---|---|---|
| Description | Total | Level 1 | Level 2 | Level 3 |
| Financial assets: | ||||
| Equity and other investment securities | ||||
| Investments in mutual funds and other securities | $62,154 | $43,695 | $18,459 | $— |
| Equity securities held in rabbi trusts | 15,067 | 15,067 | — | — |
| Investment securities available for sale | ||||
| U.S. Treasury and agencies | 1,467,222 | 374,667 | 1,092,555 | — |
| Obligations of states and political subdivisions | 1,034,523 | — | 1,034,523 | — |
| Mortgage-backed securities and collateralized mortgage obligations | 6,001,255 | — | 6,001,255 | — |
| Loans held for sale, at fair value | 56,310 | — | 56,310 | — |
| Loans and leases, at fair value | 174,021 | — | 174,021 | — |
| Residential mortgage servicing rights, at fair value | 110,039 | — | — | 110,039 |
| Derivatives | ||||
| Interest rate forward sales commitments | 178 | — | 178 | — |
| Interest rate swaps | 117,880 | — | 117,880 | — |
| Foreign currency derivatives | 230 | — | 230 | — |
| Total assets measured at fair value | $9,038,879 | $433,429 | $8,495,411 | $110,039 |
| Financial liabilities: | ||||
| Junior subordinated debentures, at fair value | $310,187 | $— | $— | $310,187 |
| Derivatives | ||||
| Interest rate lock commitments | 452 | — | — | 452 |
| Interest rate futures | 500 | — | 500 | — |
| Interest rate forward sales commitments | 243 | — | 243 | — |
| Interest rate swaps | 311,192 | — | 311,192 | — |
| Foreign currency derivatives | 155 | — | 155 | — |
| Total liabilities measured at fair value | $622,729 | $— | $312,090 | $310,639 |
| (in thousands) | December 31, 2023 | |||
|---|---|---|---|---|
| Description | Total | Level 1 | Level 2 | Level 3 |
| Financial assets: | ||||
| Equity and other investment securities | ||||
| Investments in mutual funds and other securities | $63,298 | $44,839 | $18,459 | $— |
| Equity securities held in rabbi trusts | 13,697 | 13,697 | — | — |
| Investment securities available for sale | ||||
| U.S. Treasury and agencies | 1,478,392 | 373,664 | 1,104,728 | — |
| Obligations of states and political subdivisions | 1,072,105 | — | 1,072,105 | — |
| Mortgage-backed securities and collateralized mortgage obligations | 6,279,373 | — | 6,279,373 | — |
| Loans held for sale, at fair value | 30,715 | — | 30,715 | — |
| Loans and leases, at fair value | 275,140 | — | 275,140 | — |
| Residential mortgage servicing rights, at fair value | 109,243 | — | — | 109,243 |
| Derivatives | ||||
| Interest rate futures | 3,745 | — | 3,745 | — |
| Interest rate forward sales commitments | 9 | — | 9 | — |
| Interest rate swaps | 33,874 | — | 33,874 | — |
| Foreign currency derivatives | 457 | — | 457 | — |
| Total assets measured at fair value | $9,360,048 | $432,200 | $8,818,605 | $109,243 |
| Financial liabilities: | ||||
| Junior subordinated debentures, at fair value | $316,440 | $— | $— | $316,440 |
| Derivatives | ||||
| Interest rate lock commitments | 137 | — | — | 137 |
| Interest rate forward sales commitments | 535 | — | 535 | — |
| Interest rate swaps | 260,064 | — | 260,064 | — |
| Foreign currency derivatives | 355 | — | 355 | — |
| Total liabilities measured at fair value | $577,531 | $— | $260,954 | $316,577 |
The following methods were used to estimate the fair value of each class of financial instrument that is carried at fair value in the tables above:
Securities— Fair values for investment securities are based on quoted market prices when available or through the use of alternative approaches, such as matrix or model pricing, or broker indicative bids, when market quotes are not readily accessible or available. Management periodically reviews the pricing information received from the third-party pricing service and compares it to a secondary pricing service, evaluating significant price variances between services to determine an appropriate estimate of fair value to report.
Loans Held for Sale— Fair value for residential mortgage loans originated as held for sale is determined based on quoted secondary market prices for similar loans, including the implicit fair value of embedded servicing rights. For loans not originated as held for sale, these loans are accounted for at lower of cost or market, with the fair value estimated based on the expected sales price.
Loans and leases— Fair values are estimated for portfolios of loans with similar financial characteristics. Loans are segregated by type, including commercial, real estate and consumer loans. Each loan category is further segregated by fixed and adjustable-rate loans. The fair value of loans is calculated by discounting expected cash flows at rates at which similar loans are currently being made. These amounts are discounted further by embedded probable losses expected to be realized in the portfolio. For loans originated as held for sale and transferred into loans held for investment, the fair value is determined based on quoted secondary market prices for similar loans.
Residential Mortgage Servicing Rights— The fair value of MSR is estimated using a DCF model. Assumptions used include market discount rates, anticipated prepayment speeds, delinquency and foreclosure rates, and ancillary fee income net of servicing costs. This model is periodically validated by an independent model validation group. The model assumptions and the MSR fair value estimates are also compared to observable trades of similar portfolios as well as to MSR broker valuations and industry surveys, as available. Management believes the significant inputs utilized are indicative of those that would be used by market participants.
Junior Subordinated Debentures— The fair value of junior subordinated debentures is estimated using an income approach valuation technique. The significant unobservable input utilized in the estimation of fair value of these instruments is the credit risk adjusted spread. The credit risk adjusted spread represents the non-performance risk of the liability, contemplating the inherent risk of the obligation. The Company periodically utilizes a valuation firm to determine or validate the reasonableness of inputs and factors that are used to determine the fair value. The ending carrying (fair) value of the junior subordinated debentures measured at fair value represents the estimated amount that would be paid to transfer these liabilities in an orderly transaction among market participants. Due to credit concerns in the capital markets and inactivity in the trust preferred markets that have limited the observability of market spreads, the Company has classified this as a Level 3 fair value measurement.
Derivative Instruments— The fair value of the interest rate lock commitments, interest rate futures, and forward sales commitments are estimated using quoted or published market prices for similar instruments, adjusted for factors such as pull-through rate assumptions based on historical information, where appropriate. The pull-through rate assumptions are considered Level 3 valuation inputs and are significant to the interest rate lock commitment valuation; as such, the interest rate lock commitment derivatives are classified as Level 3. The fair value of the interest rate swaps is determined using a DCF technique incorporating credit valuation adjustments to reflect non-performance risk in the measurement of fair value. Although the Bank has determined that the majority of the inputs used to value its interest rate swap derivatives fall within Level 2 of the fair value hierarchy, the CVA associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of June 30, 2024, the Bank has assessed the significance of the impact of the CVA on the overall valuation of its interest rate swap positions and has determined that the CVA are not significant to the overall valuation of its interest rate swap derivatives. As a result, the Bank has classified its interest rate swap and futures derivative valuations in Level 2 of the fair value hierarchy.
Assets and Liabilities Measured at Fair Value Using Significant Unobservable Inputs (Level 3)
The following table provides a description of the valuation technique, significant unobservable inputs, and qualitative information about the unobservable inputs for the Company's assets and liabilities classified as Level 3 and measured at fair value on a recurring basis as of June 30, 2024:
| Financial Instrument | Fair Value (in thousands) | Valuation Technique | Unobservable Input | Range of Inputs | Weighted Average |
|---|---|---|---|---|---|
| Assets: | |||||
| Residential mortgage servicing rights | $110,039 | Discounted cash flow | Constant prepayment rate | 6.03% - 27.36% | 6.76% |
| Discount rate | 9.50% - 16.10% | 10.23% | |||
| Liabilities: | |||||
| Interest rate lock commitments, net | $452 | Internal pricing model | Pull-through rate | 69.73% - 100.00% | 88.18% |
| Junior subordinated debentures | $310,187 | Discounted cash flow | Credit spread | 2.05% - 6.20% | 3.83% |
Generally, increases in the constant prepayment rate or the discount rate utilized in the fair value measurement of the residential mortgage servicing rights will result in a decrease in fair value. Conversely, decreases in the constant prepayment rate or the discount rate will result in an increase in fair value.
An increase in the pull-through rate utilized in the fair value measurement of the interest rate lock commitment derivative will result in an increase in the fair value measurement. Conversely, a decrease in the pull-through rate will result in a decrease in the fair value measurement.
Management believes that the credit risk adjusted spread utilized in the fair value measurement of the junior subordinated debentures carried at fair value is indicative of the non-performance risk premium a willing market participant would require under current market conditions, which is an inactive market. Generally, an increase in the credit spread will result in a decrease in the estimated fair value. Conversely, a decrease in the credit spread will result in an increase in the estimated fair value.
The following table provides a reconciliation of assets and liabilities measured at fair value using significant unobservable inputs (Level 3) on a recurring basis during the periods indicated:
| Three Months Ended · Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| June 30, 2024 | June 30, 2023 | |||||
| (in thousands) | Residential mortgage servicing rights | Interest rate lock commitments, net | Junior subordinated debentures, at fair value | Residential mortgage servicing rights | Interest rate lock commitments, net | Junior subordinated debentures, at fair value |
| Beginning balance | $110,444 | $16 | $(309,544) | $178,800 | $137 | $(297,721) |
| Change included in earnings | (1,945) | (70) | (7,548) | (7,039) | (134) | (7,049) |
| Change in fair values included in comprehensive income/loss | — | — | (384) | — | — | (14,638) |
| Purchases and issuances | 1,540 | (1,238) | — | 1,168 | (316) | — |
| Sales and settlements | — | 840 | 7,289 | — | 262 | 6,536 |
| Ending balance | $110,039 | $(452) | $(310,187) | $172,929 | $(51) | $(312,872) |
| Change in unrealized gains or losses for the period included in earnings for assets and liabilities held at end of period | $1,238 | $(452) | $(7,548) | $(2,242) | $(51) | $(7,049) |
| Change in unrealized gains or losses for the period included in other comprehensive income for assets and liabilities held at end of period | $— | $— | $(384) | $— | $— | $(14,638) |
| Six Months Ended · Six Months Ended | ||||||
| June 30, 2024 · June 30, 2023 | ||||||
| (in thousands) | Residential mortgage servicing rights | Interest rate lock commitments, net | Junior subordinated debentures, at fair value | Residential mortgage servicing rights | Interest rate lock commitments, net | Junior subordinated debentures, at fair value |
| Beginning balance | $109,243 | $(137) | $(316,440) | $185,017 | $32 | $(323,639) |
| Change included in earnings | (1,981) | (86) | (15,131) | (14,857) | (166) | (13,728) |
| Change in fair values included in comprehensive income/loss | — | — | 6,069 | — | — | 11,174 |
| Purchases and issuances | 2,777 | (1,191) | — | 2,769 | 22 | — |
| Sales and settlements | — | 962 | 15,315 | — | 61 | 13,321 |
| Ending balance | $110,039 | $(452) | $(310,187) | $172,929 | $(51) | $(312,872) |
| Change in unrealized gains or losses for the period included in earnings for assets held at end of period | $4,355 | $(452) | $(15,131) | $(5,179) | $(51) | $(13,728) |
| Change in unrealized gains or losses for the period included in other comprehensive income for assets held at end of period | $— | $— | $6,069 | $— | $— | $11,174 |
Changes in residential mortgage servicing rights carried at fair value are recorded in residential mortgage banking revenue within non-interest income. Gains (losses) on interest rate lock commitments carried at fair value are recorded in residential mortgage banking revenue within non-interest income.
The contractual interest expense on the junior subordinated debentures is recorded on an accrual basis as interest on junior subordinated debentures within interest expense. Settlements related to the junior subordinated debentures represent the payment of accrued interest that is embedded in the fair value of these liabilities. The change in fair value of junior subordinated debentures is attributable to the change in the instrument specific credit risk; accordingly, unrealized losses on fair value of junior subordinated debentures of $384,000 for the three months ended June 30, 2024 and unrealized gains of $6.1 million for the six months ended June 30, 2024, were recorded net of tax as other comprehensive losses of $284,000 and other comprehensive gains of $4.5 million, respectively. Comparatively, unrealized losses of $14.6 million and unrealized gains of $11.2 million were recorded net of tax as other comprehensive losses of $10.8 million and comprehensive gains of $8.3 million for the three and six months ended June 30, 2023, respectively. The change recorded for the three months ended June 30, 2024 was due to an increase in the implied forward curve, partially offset by a higher shift in the spot curve and an increase in the credit spread. The change recorded for the six months ended June 30, 2024 was mainly due to an increase in the spot curve and credit spread, partially offset by an increase in the implied forward curve.
Fair Value of Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
From time to time, certain assets are measured at fair value on a nonrecurring basis. These adjustments to fair value generally result from the application of lower-of-cost-or-market accounting or write-downs of individual assets due to impairment, typically on collateral-dependent loans. The following tables present information about the Company's assets and liabilities measured at fair value on a nonrecurring basis for which a nonrecurring change in fair value has been recorded during the reporting period. The amounts disclosed below represent the fair values at the time the nonrecurring fair value measurements were made, and not necessarily the fair value as of the dates reported upon.
| June 30, 2024 | ||||
|---|---|---|---|---|
| (in thousands) | Total | Level 1 | Level 2 | Level 3 |
| Loans and leases | $14,828 | $— | $— | $14,828 |
| Total assets measured at fair value on a nonrecurring basis | $14,828 | $— | $— | $14,828 |
| December 31, 2023 | ||||
|---|---|---|---|---|
| (in thousands) | Total | Level 1 | Level 2 | Level 3 |
| Loans and leases | $5,036 | $— | $— | $5,036 |
| Total assets measured at fair value on a nonrecurring basis | $5,036 | $— | $— | $5,036 |
The following table presents the losses resulting from nonrecurring fair value adjustments for the periods indicated:
| Three Months Ended | Six Months Ended | |||
|---|---|---|---|---|
| (in thousands) | June 30, 2024 | June 30, 2023 | June 30, 2024 | June 30, 2023 |
| Loans and leases | $30,704 | $29,547 | $58,878 | $48,281 |
| Total losses from nonrecurring measurements | $30,704 | $29,547 | $58,878 | $48,281 |
The following provides a description of the valuation technique and inputs for the Company's assets and liabilities classified as Level 3 and measured at fair value on a nonrecurring basis. Unobservable inputs and qualitative information about the unobservable inputs are not presented as the fair value is determined by third-party information for loans and leases.
The loans and leases amounts above represent collateral-dependent loans and leases that have been adjusted to fair value. When a loan or non-homogeneous lease is identified as collateral-dependent, the Bank measures the impairment using the current fair value of the collateral, less estimated selling costs. Depending on the characteristics of a loan or lease, the fair value of collateral is generally estimated by obtaining external appraisals, but in some cases the value of the collateral may be estimated as having little to no value. When a homogeneous lease or equipment finance agreement becomes 181 days past due, it is determined that the collateral has little to no value. If it is determined that the value of the collateral-dependent loan or lease is less than its recorded investment, the Bank recognizes this impairment and adjusts the carrying value of the loan or lease to fair value, less costs to sell, through the ACL. The loss represents charge-offs on collateral-dependent loans and leases for fair value adjustments based on the fair value of collateral.
Fair Value Option
The following table presents the difference between the aggregate fair value and the aggregate unpaid principal balance of loans held for sale and loans held for investment accounted for under the fair value option as of the dates presented:
| June 30, 2024 | December 31, 2023 | |||||
|---|---|---|---|---|---|---|
| (in thousands) | Fair Value | Aggregate Unpaid Principal Balance | Fair Value Less Aggregate Unpaid Principal Balance | Fair Value | Aggregate Unpaid Principal Balance | Fair Value Less Aggregate Unpaid Principal Balance |
| Loans held for sale | $56,310 | $54,908 | $1,402 | $30,715 | $29,629 | $1,086 |
| Loans | $174,021 | $208,147 | $(34,126) | $275,140 | $320,397 | $(45,257) |
The Bank elected to measure certain residential mortgage loans held for sale under the fair value option, with interest income on these loans held for sale reported in interest and fees on loans and leases on the Condensed Consolidated Statements of Income. This reduces certain timing differences and better matches changes in the value of these assets with changes in the value of derivatives used as economic hedges for these assets. Residential mortgage loans held for sale accounted for under the fair value option are measured initially at fair value with subsequent changes in fair value recognized in earnings. Gains and losses from such changes in fair value are reported as a component of residential mortgage banking revenue. For the three and six months ended June 30, 2024, the Company recorded net increases in fair value of $127,000 and $316,000, respectively. For the three and six months ended June 30, 2023, the Company recorded net decreases in fair value of $602,000 and $521,000, respectively.
Management's intent to sell certain residential mortgage loans classified as held for sale may change over time due to factors including changes in overall market liquidity or changes in characteristics specific to certain loans held for sale. Consequently, these loans may be reclassified as loans held for investment and maintained in the Bank's loan portfolio. In the event that loans currently classified as held for sale are reclassified as loans held for investment, the loans will continue to be measured at fair value. Gains and losses from changes in fair value for these loans are reported in earnings as a component of other income and interest income on these loans are reported in interest and fees on loans and leases on the Condensed Consolidated Statements of Income. For the three and six months ended June 30, 2024, the Company recorded net decreases in fair value of $10.1 million and $12.5 million, as compared to a net decrease in fair value of $7.0 million and a net increase in fair value of $2.5 million for the three and six months ended June 30, 2023, respectively.
The Company selected the fair value measurement option for certain junior subordinated debentures originally issued by UHC prior to the Merger (the Umpqua Statutory Trusts) and for junior subordinated debentures acquired by UHC from Sterling Financial Corporation prior to the Merger, with changes in fair value recognized as a component of other comprehensive income. The remaining junior subordinated debentures were acquired through business combinations and were measured at fair value at the time of acquisition and subsequently measured at amortized cost.
Note 13 –Income Taxes
The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction, as well as in the majority of states. The Company believes it is more likely than not that it will be able to fully realize the benefit of its federal and state NOL and tax carryforwards and has not provided a valuation allowance against its deferred tax assets.
As of June 30, 2024, the Company had a net deferred tax asset of $361.8 million, which includes $1.9 million of federal and state NOL carry-forwards, expiring in tax years 2030-2032.
The Company recorded income tax expense of $85.9 million and $40.8 million for the six months ended June 30, 2024 and 2023, respectively, representing effective tax rates of 26.0% and 25.5%, respectively. The effective tax rates differed from the statutory rate principally because of state taxes, non-deductible FDIC assessments, and income on tax-exempt investment securities.
Investment Tax Credits
The Company's tax credit investments promote qualified affordable housing projects, some of which also support the Company’s regulatory compliance with the Community Reinvestment Act. The Company’s investments in these entities generate a return primarily through the realization of federal income tax credits and other tax benefits, such as tax deductions from operating losses of the investments, over specified time periods. These tax credits and deductions are recognized as a reduction to income tax expense.
The Company records the investments in affordable housing partnerships of $210.4 million and $210.9 million as of June 30, 2024 and December 31, 2023, respectively, as a component of other assets on the Condensed Consolidated Balance Sheets and uses the proportional amortization method to account for the investments. The Company's unfunded capital commitments to these investments were $102.9 million and $114.1 million as of June 30, 2024 and December 31, 2023, respectively, which are recorded as a component of other liabilities on the Condensed Consolidated Balance Sheets. Amortization related to these investments is recorded as a component of the provision for income taxes on the Condensed Consolidated Statements of Income.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.