Item 1. Financial Statements
Item 1. Financial Statements
VALLEY NATIONAL BANCORP
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(in thousands, except for share data)
September 30,
2020 December 31,
2019
Assets (Unaudited)
Cash and due from banks $ 276,120 $ 256,264
Interest bearing deposits with banks 654,591 178,423
Investment securities:
Equity securities 29,026 41,410
Available for sale debt securities 1,526,564 1,566,801
Held to maturity debt securities (net of allowance for credit losses of $ 1,481 at September 30, 2020)
2,168,995 2,336,095
Total investment securities 3,724,585 3,944,306
Loans held for sale, at fair value 209,250 76,113
Loans 32,415,586 29,699,208
Less: Allowance for loan losses ( 325,032 ) ( 161,759 )
Net loans 32,090,554 29,537,449
Premises and equipment, net 323,056 334,533
Lease right of use assets 265,599 285,129
Bank owned life insurance 533,768 540,169
Accrued interest receivable 136,058 105,637
Goodwill 1,375,409 1,373,625
Other intangible assets, net 73,873 86,772
Other assets 1,084,629 717,600
Total Assets $ 40,747,492 $ 37,436,020
Liabilities
Deposits:
Non-interest bearing $ 8,756,924 $ 6,710,408
Interest bearing:
Savings, NOW and money market 14,893,477 12,757,484
Time 7,537,581 9,717,945
Total deposits 31,187,982 29,185,837
Short-term borrowings 1,430,726 1,093,280
Long-term borrowings 2,852,569 2,122,426
Junior subordinated debentures issued to capital trusts 55,978 55,718
Lease liabilities 290,441 309,849
Accrued expenses and other liabilities 396,033 284,722
Total Liabilities 36,213,729 33,051,832
Shareholders’ Equity
Preferred stock, no par value; 50,000,000 authorized shares:
Series A ( 4,600,000 shares issued at September 30, 2020 and December 31, 2019)
111,590 111,590
Series B ( 4,000,000 shares issued at September 30, 2020 and December 31, 2019)
98,101 98,101
Common stock ( no par value, authorized 650,000,000 shares; issued 403,880,132 shares at September 30, 2020 and 403,322,773 shares at December 31, 2019)
141,718 141,423
Surplus 3,633,321 3,622,208
Retained earnings 553,826 443,559
Accumulated other comprehensive loss ( 4,783 ) ( 32,214 )
Treasury stock, at cost ( 1,388 common shares at September 30, 2020 and 44,383 common shares at December 31, 2019)
( 10 ) ( 479 )
Total Shareholders’ Equity 4,533,763 4,384,188
Total Liabilities and Shareholders’ Equity $ 40,747,492 $ 37,436,020
See accompanying notes to consolidated financial statements.
2
VALLEY NATIONAL BANCORP
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
(in thousands, except for share data)
Three Months Ended
September 30, Nine Months Ended
September 30,
2020 2019 2020 2019
Interest Income
Interest and fees on loans $ 315,788 $ 298,384 $ 970,739 $ 883,595
Interest and dividends on investment securities:
Taxable 14,845 21,801 56,225 67,166
Tax-exempt 3,606 4,219 11,224 13,379
Dividends 2,684 3,171 9,177 9,140
Interest on federal funds sold and other short-term investments
420 1,686 2,296 3,947
Total interest income 337,343 329,261 1,049,661 977,227
Interest Expense
Interest on deposits:
Savings, NOW and money market 13,323 35,944 64,463 110,247
Time 19,028 42,848 91,699 121,350
Interest on short-term borrowings 2,588 12,953 9,275 40,362
Interest on long-term borrowings and junior subordinated debentures
19,318 16,891 53,240 45,761
Total interest expense 54,257 108,636 218,677 317,720
Net Interest Income 283,086 220,625 830,984 659,507
(Credit) provision for credit losses for held to maturity securities ( 112 ) — 688 —
Provision for credit losses for loans 31,020 8,700 106,059 18,800
Net Interest Income After Provision for Credit Losses 252,178 211,925 724,237 640,707
Non-Interest Income
Trust and investment services 3,068 3,296 9,307 9,296
Insurance commissions 1,816 2,748 5,426 7,922
Service charges on deposit accounts 3,952 5,904 13,189 17,634
Losses on securities transactions, net ( 46 ) ( 93 ) ( 127 ) ( 114 )
Other-than-temporary impairment losses on securities — — — ( 2,928 )
Fees from loan servicing 2,551 2,463 7,526 7,260
Gains on sales of loans, net 13,366 5,194 26,253 13,700
Gains (losses) on sales of assets, net 894 ( 159 ) 716 76,997
Bank owned life insurance ( 1,304 ) 2,687 7,661 6,779
Other 24,975 19,110 65,548 39,880
Total non-interest income 49,272 41,150 135,499 176,426
Non-Interest Expense
Salary and employee benefits expense 83,626 77,271 247,886 236,559
Net occupancy and equipment expense 31,116 29,203 96,774 86,789
FDIC insurance assessment 4,847 5,098 14,858 16,150
Amortization of other intangible assets 6,377 4,694 18,528 13,175
Professional and legal fees 8,762 5,870 22,646 15,286
Loss on extinguishment of debt 2,353 — 2,353 —
Amortization of tax credit investments 2,759 4,385 9,403 16,421
Telecommunication expense 2,094 2,698 7,247 7,317
Other 18,251 16,658 53,312 43,712
Total non-interest expense 160,185 145,877 473,007 435,409
Income Before Income Taxes 141,265 107,198 386,729 381,724
Income tax expense 38,891 25,307 101,486 110,035
Net Income 102,374 81,891 285,243 271,689
Dividends on preferred stock 3,172 3,172 9,516 9,516
Net Income Available to Common Shareholders $ 99,202 $ 78,719 $ 275,727 $ 262,173
3
VALLEY NATIONAL BANCORP
CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (continued)
(in thousands, except for share data)
Three Months Ended
September 30, Nine Months Ended
September 30,
2020 2019 2020 2019
Earnings Per Common Share:
Basic $ 0.25 $ 0.24 $ 0.68 $ 0.79
Diluted 0.25 0.24 0.68 0.79
Cash Dividends Declared per Common Share 0.11 0.11 0.33 0.33
Weighted Average Number of Common Shares Outstanding:
Basic 403,833,469 331,797,982 403,714,701 331,716,652
Diluted 404,788,526 333,405,196 404,912,126 333,039,436
See accompanying notes to consolidated financial statements.
4
VALLEY NATIONAL BANCORP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
(in thousands)
Three Months Ended
September 30, Nine Months Ended
September 30,
2020 2019 2020 2019
Net income $ 102,374 $ 81,891 $ 285,243 $ 271,689
Other comprehensive income, net of tax:
Unrealized gains and losses on available for sale securities
Net (losses) gains arising during the period ( 1,262 ) 8,135 27,819 42,890
Less reclassification adjustment for net losses included in net income 36 72 94 90
Total ( 1,226 ) 8,207 27,913 42,980
Unrealized gains and losses on derivatives (cash flow hedges)
Net gains (losses) on derivatives arising during the period 83 76 ( 2,254 ) ( 989 )
Less reclassification adjustment for net losses included in net income 1,127 324 1,257 806
Total 1,210 400 ( 997 ) ( 183 )
Defined benefit pension plan
Amortization of actuarial net loss 171 56 515 166
Total other comprehensive income 155 8,663 27,431 42,963
Total comprehensive income $ 102,529 $ 90,554 $ 312,674 $ 314,652
See accompanying notes to consolidated financial statements.
5
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)
For the Nine Months Ended September 30, 2020
Common Stock Accumulated
Preferred Stock Shares Amount Surplus Retained
Earnings Other
Comprehensive
Loss Treasury
Stock Total
Shareholders’
Equity
(in thousands)
Balance - December 31, 2019 $ 209,691 403,278 $ 141,423 $ 3,622,208 $ 443,559 $ ( 32,214 ) $ ( 479 ) $ 4,384,188
Adjustment due to the adoption of ASU No. 2016-13
— — — — ( 28,187 ) — — ( 28,187 )
Balance - January 1, 2020 209,691 403,278 141,423 3,622,208 415,372 ( 32,214 ) ( 479 ) 4,356,001
Net income — — — — 87,268 — — 87,268
Other comprehensive income, net of tax
— — — — — 25,648 — 25,648
Cash dividends declared:
Preferred stock, Series A, $ 0.39 per share
— — — — ( 1,797 ) — — ( 1,797 )
Preferred stock, Series B, $ 0.34 per share
— — — — ( 1,375 ) — — ( 1,375 )
Common stock, $ 0.11 per share
— — — — ( 44,979 ) — — ( 44,979 )
Effect of stock incentive plan, net
— 466 190 1,828 ( 2,065 ) — 279 232
Balance - March 31, 2020 209,691 403,744 141,613 3,624,036 452,424 ( 6,566 ) ( 200 ) 4,420,998
Net income — — — — 95,601 — — 95,601
Other comprehensive income, net of tax
— — — — — 1,628 — 1,628
Cash dividends declared:
Preferred stock, Series A, $ 0.39 per share
— — — — ( 1,797 ) — — ( 1,797 )
Preferred stock, Series B, $ 0.34 per share
— — — — ( 1,375 ) — — ( 1,375 )
Common stock, $ 0.11 per share
— — — — ( 44,750 ) — — ( 44,750 )
Effect of stock incentive plan, net
— 52 54 4,756 ( 592 ) — ( 35 ) 4,183
Balance - June 30, 2020 209,691 403,796 141,667 3,628,792 499,511 ( 4,938 ) ( 235 ) 4,474,488
Net income — — — — 102,374 — — 102,374
Other comprehensive income, net of tax
— — — — — 155 — 155
Cash dividends declared:
Preferred stock, Series A, $ 0.39 per share
— — — — ( 1,797 ) — — ( 1,797 )
Preferred stock, Series B, $ 0.34 per share
— — — — ( 1,375 ) — — ( 1,375 )
Common stock, $ 0.11 per share
— — — — ( 44,770 ) — — ( 44,770 )
Effect of stock incentive plan, net
— 83 51 4,529 ( 117 ) — 225 4,688
Balance - September 30, 2020 $ 209,691 403,879 $ 141,718 $ 3,633,321 $ 553,826 $ ( 4,783 ) $ ( 10 ) $ 4,533,763
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CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited) (continued)
For the Nine Months Ended September 30, 2019
Common Stock Accumulated
Preferred Stock Shares Amount Surplus Retained
Earnings Other
Comprehensive
Loss Treasury
Stock Total
Shareholders’
Equity
(in thousands)
Balance - December 31, 2018 $ 209,691 331,431 $ 116,240 $ 2,796,499 $ 299,642 $ ( 69,431 ) $ ( 2,187 ) $ 3,350,454
Adjustment due to the adoption of ASU No. 2016-02
— — — — 4,414 — — 4,414
Adjustment due to the adoption of ASU No. 2017-08
— — — — ( 1,446 ) — — ( 1,446 )
Balance - January 1, 2019 209,691 331,431 116,240 2,796,499 302,610 ( 69,431 ) ( 2,187 ) 3,353,422
Net income — — — — 113,330 — — 113,330
Other comprehensive income, net of tax
— — — — — 16,174 — 16,174
Cash dividends declared:
Preferred stock, Series A, $ 0.39 per share
— — — — ( 1,797 ) — — ( 1,797 )
Preferred stock, Series B, $ 0.34 per share
— — — — ( 1,375 ) — — ( 1,375 )
Common stock, $ 0.11 per share
— — — — ( 36,686 ) — — ( 36,686 )
Effect of stock incentive plan, net
— 302 226 2,935 ( 99 ) — ( 1,251 ) 1,811
Balance - March 31, 2019 209,691 331,733 116,466 2,799,434 375,983 ( 53,257 ) ( 3,438 ) 3,444,879
Net income — — — — 76,468 — — 76,468
Other comprehensive income, net of tax
— — — — — 18,126 — 18,126
Cash dividends declared:
Preferred stock, Series A, $ 0.39 per share
— — — — ( 1,797 ) — — ( 1,797 )
Preferred stock, Series B, $ 0.34 per share
— — — — ( 1,375 ) — — ( 1,375 )
Common stock, $ 0.11 per share
— — — — ( 36,712 ) — — ( 36,712 )
Effect of stock incentive plan, net
— 55 105 4,625 ( 377 ) — 176 4,529
Balance - June 30, 2019 209,691 331,788 116,571 2,804,059 412,190 ( 35,131 ) ( 3,262 ) 3,504,118
Net income — — — — 81,891 — — 81,891
Other comprehensive income, net of tax
— — — — — 8,663 — 8,663
Cash dividends declared:
Preferred stock, Series A, $ 0.39 per share
— — — — ( 1,797 ) — — ( 1,797 )
Preferred stock, Series B, $ 0.34 per share
— — — — ( 1,375 ) — — ( 1,375 )
Common stock, $ 0.11 per share
— — — — ( 36,732 ) — — ( 36,732 )
Effect of stock incentive plan, net
— 18 79 3,207 ( 157 ) — 178 3,307
Balance - September 30, 2019 $ 209,691 331,806 $ 116,650 $ 2,807,266 $ 454,020 $ ( 26,468 ) $ ( 3,084 ) $ 3,558,075
See accompanying notes to consolidated financial statements.
7
VALLEY NATIONAL BANCORP
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(in thousands)
Nine Months Ended
September 30,
2020 2019
Cash flows from operating activities:
Net income $ 285,243 $ 271,689
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation and amortization 43,975 38,329
Stock-based compensation 12,001 11,504
Provision for credit losses 106,747 18,800
Net amortization of premiums and accretion of discounts on securities and borrowings 26,051 21,584
Amortization of other intangible assets 18,528 13,175
Losses on securities transactions, net 127 114
Proceeds from sales of loans held for sale 716,739 341,503
Gains on sales of loans, net ( 26,253 ) ( 13,700 )
Net impairment losses on securities recognized in earnings — 2,928
Originations of loans held for sale ( 829,252 ) ( 338,996 )
Gains on sales of assets, net ( 716 ) ( 76,997 )
Net change in:
Cash surrender value of bank owned life insurance ( 7,661 ) ( 6,779 )
Accrued interest receivable ( 30,421 ) ( 1,986 )
Other assets ( 420,572 ) ( 264,228 )
Accrued expenses and other liabilities 85,944 92,542
Net cash (used in) provided by operating activities ( 19,520 ) 109,482
Cash flows from investing activities:
Net loan originations and purchases ( 2,686,137 ) ( 1,846,329 )
Equity securities:
Purchases ( 7,616 ) —
Sales 27,867 —
Held to maturity debt securities:
Purchases ( 381,606 ) ( 317,794 )
Maturities, calls and principal repayments 532,151 281,961
Available for sale debt securities:
Purchases ( 306,071 ) ( 19,892 )
Maturities, calls and principal repayments 374,321 188,619
Death benefit proceeds from bank owned life insurance 14,062 6,354
Proceeds from sales of real estate property and equipment 16,136 107,132
Proceeds from sales of loans held for investment 30,020 302,951
Purchases of real estate property and equipment ( 20,715 ) ( 15,753 )
Net cash used in investing activities ( 2,407,588 ) ( 1,312,751 )
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VALLEY NATIONAL BANCORP
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (continued)
(in thousands)
Nine Months Ended
September 30,
2020 2019
Cash flows from financing activities:
Net change in deposits 2,002,145 1,093,148
Net change in short-term borrowings 337,446 ( 293,497 )
Proceeds from issuance of long-term borrowings, net 838,388 850,000
Repayments of long-term borrowings ( 108,446 ) ( 255,000 )
Cash dividends paid to preferred shareholders ( 9,516 ) ( 9,516 )
Cash dividends paid to common shareholders ( 133,536 ) ( 110,037 )
Purchase of common shares to treasury ( 4,972 ) ( 1,505 )
Common stock issued, net 2,074 ( 351 )
Other, net ( 451 ) ( 365 )
Net cash provided by financing activities 2,923,132 1,272,877
Net change in cash and cash equivalents 496,024 69,608
Cash and cash equivalents at beginning of year 434,687 428,629
Cash and cash equivalents at end of period $ 930,711 $ 498,237
Supplemental disclosures of cash flow information:
Cash payments for:
Interest on deposits and borrowings $ 229,987 $ 312,663
Federal and state income taxes 108,302 106,296
Supplemental schedule of non-cash investing activities:
Transfer of loans to other real estate owned $ 3,716 $ 1,453
Transfer of loans to loans held for sale 30,020 302,951
Lease right of use assets obtained in exchange for operating lease liabilities 10,141 306,471
See accompanying notes to consolidated financial statements.
9
VALLEY NATIONAL BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1. Basis of Presentation
The unaudited consolidated financial statements of Valley National Bancorp, a New Jersey corporation (Valley), include the accounts of its commercial bank subsidiary, Valley National Bank (the Bank), and all of Valley’s direct or indirect wholly-owned subsidiaries. All inter-company transactions and balances have been eliminated. The accounting and reporting policies of Valley conform to U.S. generally accepted accounting principles (U.S. GAAP) and general practices within the financial services industry. In accordance with applicable accounting standards, Valley does not consolidate statutory trusts established for the sole purpose of issuing trust preferred securities and related trust common securities. Certain prior period amounts have been reclassified to conform to the current presentation.
In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly Valley’s financial position, results of operations, changes in shareholders' equity and cash flows at September 30, 2020 and for all periods presented have been made. The results of operations for the three and nine months ended on September 30, 2020 are not necessarily indicative of the results to be expected for the entire fiscal year or any subsequent interim period.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP and industry practice have been condensed or omitted pursuant to rules and regulations of the SEC. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in Valley’s Annual Report on Form 10-K for the year ended December 31, 2019.
Significant Estimates. In preparing the unaudited consolidated financial statements in conformity with U.S. GAAP, management has made estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated statements of financial condition and results of operations for the periods indicated. Material estimates that require application of management’s most difficult, subjective or complex judgment and are particularly susceptible to change include: the allowance for credit losses, the evaluation of goodwill and other intangible assets for impairment, and income taxes. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the consolidated financial statements in the period they are deemed necessary. While management uses its best judgment, actual amounts or results could differ significantly from those estimates. The current economic environment has increased the degree of uncertainty inherent in these material estimates. Actual results may differ from those estimates. Also, future amounts and values could differ materially from those estimates due to changes in values and circumstances after the balance sheet date.
Impact of COVID-1 9. Valley's primary market areas within New Jersey, New York, Florida and Alabama have all experienced significant outbreaks and resurgences of the disease caused by the novel coronavirus (COVID-19) and disruptions from the pandemic. The COVID-19 pandemic and any preventative or protective actions that Valley or its customers have taken or may take in response resulted and may continue to result in extended periods of disruption to Valley, its customers, service providers, and third parties. The full extent and duration of the adverse impacts of COVID-19 on Valley's business, financial position, results of operations, and prospects are currently unknown, but could be significant. As of the date of this report, the banking and financial services industries have been deemed essential businesses in the jurisdictions in which Valley operates. However, Valley remains subject to various protocols and practices imposed to safeguard the health and wellness of customers and employees and to comply with applicable government directives, and the implementation and extent of any further restrictions on operations could have a material effect on Valley’s business. Valley cannot predict whether and to what extent governmental and nongovernmental authorities will continue to implement policy measures or further legislative relief to assist Valley and its customers and the failure to do so could have adverse effects on Valley's business.
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Note 2. Business Combinations
On December 1, 2019, Valley completed its acquisition of Oritani Financial Corp. (Oritani) and its wholly-owned subsidiary, Oritani Bank. Oritani had approximately $ 4.3 billion in assets, $ 3.4 billion in net loans and $ 2.9 billion in deposits, after purchase accounting adjustments, and a branch network of 26 locations. The acquisition represents a significant addition to Valley's New Jersey franchise, and meaningfully enhanced its presence in the Bergen County market. The common shareholders of Oritani received 1.60 shares of Valley common stock for each Oritani share that they owned prior to the merger. The total consideration for the acquisition was approximately $ 835.3 million, consisting of 71.1 million shares of Valley common stock and the outstanding Oritani stock-based awards.
Merger expenses totaled $ 106 thousand and $ 1.8 million for the three and nine months ended September 30, 2020, respectively, which primarily related to professional and legal, net occupancy and equipment, and other expenses included in non-interest expense on the consolidated statements of income.
During the first quarter 2020, Valley revised the estimated fair values of the acquired assets as of the Oritani acquisition date due to additional information obtained that existed as of December 1, 2019. The adjustments mostly related to the fair value of certain loans and deferred tax assets as of the acquisition date and resulted in a $ 1.8 million increase in goodwill (see Note 9 for amount of goodwill as allocated to Valley's business segments). If additional information (that existed as of the acquisition date) becomes available, the fair value estimates for acquired assets and assumed liabilities are subject to change for up to one year after the acquisition date.
Note 3. Earnings Per Common Share
The following table shows the calculation of both basic and diluted earnings per common share for the three and nine months ended September 30, 2020 and 2019:
Three Months Ended
September 30, Nine Months Ended
September 30,
2020 2019 2020 2019
(in thousands, except for share data)
Net income available to common shareholders $ 99,202 $ 78,719 $ 275,727 $ 262,173
Basic weighted average number of common shares outstanding
403,833,469 331,797,982 403,714,701 331,716,652
Plus: Common stock equivalents 955,057 1,607,214 1,197,425 1,322,784
Diluted weighted average number of common shares outstanding
404,788,526 333,405,196 404,912,126 333,039,436
Earnings per common share:
Basic $ 0.25 $ 0.24 $ 0.68 $ 0.79
Diluted 0.25 0.24 0.68 0.79
Common stock equivalents represent the dilutive effect of additional common shares issuable upon the assumed vesting or exercise, if applicable, of restricted stock units and common stock options to purchase Valley’s common shares. Common stock options with exercise prices that exceed the average market price per share of Valley’s common stock and restricted stock units during the periods presented may have an anti-dilutive effect on the diluted earnings per common share calculation and therefore are excluded from the diluted earnings per share calculation. Potential anti-dilutive weighted common shares equaled approximately 4.9 million shares and 2.2 million shares for the three and nine months ended September 30, 2020, respectively, and 265 thousand shares and 475 thousand shares for the three and nine months ended September 30, 2019, respectively.
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Note 4. Accumulated Other Comprehensive Loss
The following table presents the after-tax changes in the balances of each component of accumulated other comprehensive loss for the three and nine months ended September 30, 2020:
Components of Accumulated Other Comprehensive Loss Total
Accumulated
Other
Comprehensive
Loss
Unrealized Gains
and Losses on
Available for Sale
(AFS) Securities Unrealized Gains
and Losses on
Derivatives Defined
Benefit
Pension Plan
(in thousands)
Balance at June 30, 2020 $ 34,961 $ ( 5,936 ) $ ( 33,963 ) $ ( 4,938 )
Other comprehensive (loss) income before reclassification ( 1,262 ) 83 — ( 1,179 )
Amounts reclassified from other comprehensive income
36 1,127 171 1,334
Other comprehensive (loss) income, net ( 1,226 ) 1,210 171 155
Balance at September 30, 2020 $ 33,735 $ ( 4,726 ) $ ( 33,792 ) $ ( 4,783 )
Components of Accumulated Other Comprehensive Loss Total
Accumulated
Other
Comprehensive
Loss
Unrealized Gains
and Losses on
Available for Sale
(AFS) Securities Unrealized Gains
and Losses on
Derivatives Defined
Benefit
Pension Plan
(in thousands)
Balance at December 31, 2019 $ 5,822 $ ( 3,729 ) $ ( 34,307 ) $ ( 32,214 )
Other comprehensive income (loss) before reclassification
27,819 ( 2,254 ) — 25,565
Amounts reclassified from other comprehensive income
94 1,257 515 1,866
Other comprehensive income (loss), net
27,913 ( 997 ) 515 27,431
Balance at September 30, 2020 $ 33,735 $ ( 4,726 ) $ ( 33,792 ) $ ( 4,783 )
The following table presents amounts reclassified from each component of accumulated other comprehensive loss on a gross and net of tax basis for the three and nine months ended September 30, 2020 and 2019:
Amounts Reclassified from
Accumulated Other Comprehensive Loss
Three Months Ended
September 30, Nine Months Ended September 30,
Components of Accumulated Other Comprehensive Loss 2020 2019 2020 2019 Income Statement Line Item
(in thousands)
Unrealized losses on AFS securities before tax $ ( 46 ) $ ( 93 ) $ ( 127 ) $ ( 114 ) Losses on securities transactions, net
Tax effect 10 21 33 24
Total net of tax ( 36 ) ( 72 ) ( 94 ) ( 90 )
Unrealized losses on derivatives (cash flow hedges) before tax ( 1,586 ) ( 453 ) ( 1,763 ) ( 1,126 ) Interest expense
Tax effect 459 129 506 320
Total net of tax ( 1,127 ) ( 324 ) ( 1,257 ) ( 806 )
Defined benefit pension plan:
Amortization of actuarial net loss ( 234 ) ( 79 ) ( 699 ) ( 235 ) *
Tax effect 63 23 184 69
Total net of tax ( 171 ) ( 56 ) ( 515 ) ( 166 )
Total reclassifications, net of tax $ ( 1,334 ) $ ( 452 ) $ ( 1,866 ) $ ( 1,062 )
* Amortization of net loss is included in the computation of net periodic pension cost recognized within other non-interest expense.
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Note 5. New Authoritative Accounting Guidance
New Accounting Guidance Adopted in 2020
Accounting Standards Update (ASU) No. 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments" amends the accounting guidance on the impairment of financial instruments. The FASB issued an amendment to replace the incurred loss impairment methodology under prior accounting guidance with a new current expected credit loss (CECL) model. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Valley utilizes a two -year reasonable and supportable forecast period followed by a one -year period over which estimated losses revert to historical loss experience for the remaining life of the loan. The measurement of expected credit loss under the CECL methodology is applicable to financial assets measured at amortized cost, including loans, held to maturity investments and purchased financial assets with credit deterioration (PCD) assets. It also applies to certain off-balance sheet credit exposures.
Valley adopted ASU No. 2016-13 on January 1, 2020 using the modified retrospective approach for all financial assets measured at amortized cost (except for PCD loans) and off-balance sheet credit exposures. Valley has established a governance structure to implement the CECL accounting guidance and has developed a methodology and set of models to be used. At adoption, Valley recorded a $ 100.4 million increase to its allowance for credit losses, including reserves of $ 92.5 million, $ 7.1 million and $ 793 thousand related to loans, unfunded credit commitments and held to maturity debt securities, respectively. Of the $ 92.5 million in loan reserves, $ 61.6 million represents PCD loan related reserves which were recognized through a gross-up that increases the amortized cost basis of loans with a corresponding increase to the allowance for credit losses, and therefore results in no impact to shareholders' equity. The remaining non-credit discount of $ 97.7 million related to PCD loans is accreted into interest income over the life of the loans at the effective interest rate effective January 1, 2020. The non-PCD loan related increase to the allowance for credit losses of $ 38.8 million, including the reserves for unfunded loan commitments and held to maturity debt securities, was offset in shareholders' equity and deferred tax assets.
For regulatory capital purposes, in connection with the Federal Reserve Board’s final interim rule as of April 3, 2020, 100 percent of the CECL Day 1 impact to shareholders' equity equaling $ 28.2 million after-tax will be deferred over a two-year period ending January 1, 2022, at which time it will be phased in on a pro-rata basis over a three-year period ending January 1, 2025. Additionally, 25 percent of the reserve build (i.e., provision for credit losses less net charge-offs) net of taxes will be phased in over the same time frame.
ASU No. 2017-04, "Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment" eliminates the requirement to calculate the implied fair value of goodwill (i.e., Step 2 of the current goodwill impairment test guidance) to measure a goodwill impairment charge. Instead, an entity will be required to record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value (i.e., measure the charge based on Step 1 of the current guidance). In addition, ASU No. 2017-04 eliminates the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. However, an entity will be required to disclose the amount of goodwill allocated to each reporting unit with a zero or negative carrying amount of net assets. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. ASU No. 2017-04 was effective for Valley on January 1, 2020 and Valley applied this new guidance in its annual goodwill impairment test performed during the second quarter 2020.
New Accounting Guidance issued in 2020
ASU No. 2020-08, "Codification Improvements to Subtopic 310-20, Receivables—Nonrefundable Fees and Other Costs" provides clarification and affects the guidance previously issued by ASU No. 2017-08 “Receivables -Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities.” ASU No. 2020-08 clarifies that an entity should reevaluate whether a debt security with multiple call
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dates is within the scope of paragraph 310-20-35-33. For each reporting period, to the extent that the amortized cost basis of an individual callable debt security exceeds the amount repayable by the issuer at the next call date, the premium should be amortized to the next call date, unless the guidance to consider estimated prepayments is applied. ASU No. 2020-08 will be effective for Valley for the annual and interim periods beginning January 1, 2021 and early adoption is not permitted. This new guidance is not expected to have a significant impact on Valley’s consolidated financial statements.
ASU No. 2020-04, "Reference Rate Reform (Topic 848)" provides optional expedients and exceptions for applying U.S. GAAP to contract modifications and hedging relationships that reference LIBOR or another reference rate expected to be discontinued, subject to meeting certain criteria. Under the new guidance, an entity can elect by accounting topic or industry subtopic to account for the modification of a contract affected by reference rate reform as a continuation of the existing contract, if certain conditions are met. In addition, the new guidance allows an entity to elect on a hedge-by-hedge basis to continue to apply hedge accounting for hedging relationships in which the critical terms change due to reference rate reform, if certain conditions are met. A one-time election to sell and/or transfer held-to-maturity debt securities that reference a rate affected by reference rate reform is also allowed. ASU No. 2020-04 became effective for all entities as of March 12, 2020 and will apply to all LIBOR reference rate modifications through December 31, 2022. Management is currently evaluating the impact of the ASU on Valley’s consolidated financial statements.
Note 6. Fair Value Measurement of Assets and Liabilities
ASC Topic 820, “Fair Value Measurements” establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:
• Level 1 - Unadjusted exchange quoted prices in active markets for identical assets or liabilities, or identical liabilities traded as assets that the reporting entity has the ability to access at the measurement date.
• Level 2 - Quoted prices in markets that are not active, or inputs that are observable either directly or indirectly (i.e., quoted prices on similar assets) for substantially the full term of the asset or liability.
• Level 3 - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).
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Assets and Liabilities Measured at Fair Value on a Recurring and Non-Recurring Basis
The following tables present the assets and liabilities that are measured at fair value on a recurring and nonrecurring basis by level within the fair value hierarchy as reported on the consolidated statements of financial condition at September 30, 2020 and December 31, 2019. The assets presented under “nonrecurring fair value measurements” in the tables below are not measured at fair value on an ongoing basis but are subject to fair value adjustments under certain circumstances (e.g., when an impairment loss is recognized).
September 30,
2020 Fair Value Measurements at Reporting Date Using:
Quoted Prices
in Active Markets
for Identical
Assets (Level 1) Significant
Other
Observable Inputs
(Level 2) Significant
Unobservable
Inputs
(Level 3)
(in thousands)
Recurring fair value measurements:
Assets
Investment securities:
Equity securities (1)
$ 26,527 $ 19,136 $ — $ —
Available for sale:
U.S. Treasury securities 51,578 51,578 — —
U.S. government agency securities 26,448 — 26,448 —
Obligations of states and political subdivisions
134,193 — 133,410 783
Residential mortgage-backed securities
1,233,436 — 1,233,436 —
Corporate and other debt securities 80,909 — 80,909 —
Total available for sale debt securities 1,526,564 51,578 1,474,203 783
Loans held for sale (2)
209,250 — 209,250 —
Other assets (3)
455,565 — 455,565 —
Total assets $ 2,217,906 $ 70,714 $ 2,139,018 $ 783
Liabilities
Other liabilities (3)
$ 190,049 $ — $ 190,049 $ —
Total liabilities $ 190,049 $ — $ 190,049 $ —
Non-recurring fair value measurements:
Collateral dependent loans $ 35,907 $ — $ — $ 35,907
Loan servicing rights 14,000 — — 14,000
Foreclosed assets 7,747 — — 7,747
Total $ 57,654 $ — $ — $ 57,654
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Fair Value Measurements at Reporting Date Using:
December 31,
2019 Quoted Prices
in Active Markets
for Identical
Assets (Level 1) Significant
Other
Observable Inputs
(Level 2) Significant
Unobservable
Inputs
(Level 3)
(in thousands)
Recurring fair value measurements:
Assets
Investment securities:
Equity securities at fair value $ 41,410 $ 41,410 $ — $ —
Available for sale:
U.S. Treasury securities 50,943 50,943 — —
U.S. government agency securities 29,243 — 29,243 —
Obligations of states and political subdivisions 170,051 — 169,371 680
Residential mortgage-backed securities 1,254,786 — 1,254,786 —
Trust preferred securities — — — —
Corporate and other debt securities 61,778 — 61,778 —
Total available for sale 1,566,801 50,943 1,515,178 680
Trading securities — — — —
Loans held for sale (2)
76,113 — 76,113 —
Other assets (3)
158,532 — 158,532 —
Total assets $ 1,842,856 $ 92,353 $ 1,749,823 $ 680
Liabilities
Other liabilities (3)
$ 43,926 $ — $ 43,926 $ —
Total liabilities $ 43,926 $ — $ 43,926 $ —
Non-recurring fair value measurements:
Collateral dependent impaired loans $ 39,075 $ — $ — $ 39,075
Loan servicing rights 1,591 — — 1,591
Foreclosed assets 10,807 — — 10,807
Total $ 51,473 $ — $ — $ 51,473
(1) Includes equity securities measured at net asset value (NAV) per share (or its equivalent) as a practical expedient totaling $ 7.4 million at September 30, 2020. These securities have not been classified in the fair value hierarchy.
(2) Represents residential mortgage loans originated for sale that are carried at fair value and had contractual unpaid principal balances totaling approximately $ 199.4 million and $ 74.5 million at September 30, 2020 and December 31, 2019, respectively.
(3) Derivative financial instruments are included in this category.
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following valuation techniques were used for financial instruments measured at fair value on a recurring basis. All the valuation techniques described below apply to the unpaid principal balance, excluding any accrued interest or dividends at the measurement date. Interest income and expense are recorded within the consolidated statements of income depending on the nature of the instrument using the effective interest method based on acquired discount or premium.
Equity securities. The fair value of equity securities largely consists of a publicly traded mutual fund, a Community Reinvestment Act (CRA) investment fund that is carried at quoted prices in active markets and privately held CRA funds measured at NAV.
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Available for sale securities. U.S. Treasury securities are reported at fair value utilizing Level 1 inputs. The majority of other investment securities are reported at fair value utilizing Level 2 inputs. The prices for these instruments are obtained through an independent pricing service or dealer market participants with whom Valley has historically transacted both purchases and sales of investment securities. Prices obtained from these sources include prices derived from market quotations and matrix pricing. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things. Management reviews the data and assumptions used in pricing the securities by its third-party provider to ensure the highest level of significant inputs are derived from market observable data. In addition, Valley reviews the volume and level of activity for all available for securities and attempts to identify transactions which may not be orderly or reflective of a significant level of activity and volume.
In calculating the fair value of one impaired special revenue bond (within obligations of states and political subdivisions in the table above) under Level 3, Valley prepared its best estimate of the present value of the cash flows to determine an internal price estimate. In determining the internal price, Valley utilized recent financial information and developments provided by the issuer, as well as other unobservable inputs which reflect Valley’s own assumptions about the inputs that market participants would use in pricing of the defaulted security. A quoted price received from an independent pricing service was weighted with the internal price estimate to determine the fair value of the instrument at September 30, 2020 and December 31, 2019.
Loans held for sale. Residential mortgage loans originated for sale are reported at fair value using Level 2 inputs. The fair values were calculated utilizing quoted prices for similar assets in active markets. The market prices represent a delivery price, which reflects the underlying price each institution would pay Valley for an immediate sale of an aggregate pool of mortgages. Non-performance risk did not materially impact the fair value of mortgage loans held for sale at September 30, 2020 and December 31, 2019 based on the short duration these assets were held, and the high credit quality of these loans.
Derivatives. Derivatives are reported at fair value utilizing Level 2 inputs. The fair values of Valley’s derivatives are determined using third-party prices that are based on discounted cash flow analysis using observed market inputs, such as the LIBOR and Overnight Index Swap rate curves. The fair value of mortgage banking derivatives, consisting of interest rate lock commitments to fund residential mortgage loans and forward commitments for the future delivery of such loans (including certain loans held for sale at September 30, 2020 and December 31, 2019), is determined based on the current market prices for similar instruments. The fair values of most of the derivatives incorporate credit valuation adjustments, which consider the impact of any credit enhancements to the contracts, to account for potential nonperformance risk of Valley and its counterparties. The credit valuation adjustments were not significant to the overall valuation of Valley’s derivatives at September 30, 2020 and December 31, 2019.
Assets and Liabilities Measured at Fair Value on a Non-recurring Basis
The following valuation techniques were used for certain non-financial assets measured at fair value on a nonrecurring basis, including collateral dependent loans reported at the fair value of the underlying collateral, loan servicing rights and foreclosed assets, which are reported at fair value upon initial recognition or subsequent impairment as described below.
Collateral Dependent Loans . Collateral dependent loans are loans when foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and substantially all of the repayment is expected from the collateral. Collateral dependent loans are reported at the fair value of the underlying collateral. Collateral values are estimated using Level 3 inputs, consisting of individual third-party appraisals that may be adjusted based on certain discounting criteria. Certain real estate appraisals may be discounted based on specific market data by location and property type. At September 30, 2020, collateral dependent loans were individually re-measured and reported at fair value through direct loan charge-offs to the allowance for credit loan losses and/or a specific
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valuation allowance allocation based on the fair value of the underlying collateral. At September 30, 2020, collateral dependent loans, primarily consisting of taxi medallion loans, with a total amortized cost of $ 99.3 million were reduced by specific valuation allowance allocations totaling $ 63.4 million to a reported total net carrying amount of $ 35.9 million.
Loan servicing rights. Fair values for each risk-stratified group of loan servicing rights are calculated using a fair value model from a third-party vendor that requires inputs that are both significant to the fair value measurement and unobservable (Level 3). The fair value model is based on various assumptions, including but not limited to, prepayment speeds, internal rate of return (discount rate), servicing cost, ancillary income, float rate, tax rate, and inflation. The prepayment speed and the discount rate are considered two of the most significant inputs in the model. At September 30, 2020, the fair value model used a blended prepayment speed (stated as constant prepayment rates) of 18.4 percent and a discount rate of 9.6 percent for the valuation of the loan servicing rights. A significant degree of judgment is involved in valuing the loan servicing rights using Level 3 inputs. The use of different assumptions could have a significant positive or negative effect on the fair value estimate. Impairment charges are recognized on loan servicing rights when the amortized cost of a risk-stratified group of loan servicing rights exceeds the estimated fair value. At September 30, 2020, certain loan servicing rights were re-measured at fair value totaling $ 14.0 million. See Note 9 for additional information.
Foreclosed assets . Certain foreclosed assets (consisting of other real estate owned and other repossessed assets included in other assets), upon initial recognition and transfer from loans, are re-measured and reported at fair value using Level 3 inputs, consisting of a third-party appraisal adjusted to the lower of cost or estimated fair value, less estimated cost to sell. When an asset is acquired, the excess of the loan balance over fair value, less estimated selling costs, is charged to the allowance for loan losses. If further declines in the estimated fair value of the asset occur, an asset is re-measured and reported at fair value through a write-down recorded in non-interest expense. There were no discount adjustments of the appraisals of foreclosed assets at September 30, 2020.
Other Fair Value Disclosures
ASC Topic 825, “Financial Instruments,” requires disclosure of the fair value of financial assets and financial liabilities, including those financial assets and financial liabilities that are not measured and reported at fair value on a recurring basis or non-recurring basis.
The fair value estimates presented in the following table were based on pertinent market data and relevant information on the financial instruments available as of the valuation date. These estimates do not reflect any premium or discount that could result from offering for sale at one time the entire portfolio of financial instruments. Because no market exists for a portion of the financial instruments, fair value estimates may be based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.
Fair value estimates are based on existing balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. For instance, Valley has certain fee-generating business lines (e.g., its mortgage servicing operation, trust and investment management departments) that were not considered in these estimates since these activities are not financial instruments. In addition, the tax implications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in any of the estimates.
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The carrying amounts and estimated fair values of financial instruments not measured and not reported at fair value on the consolidated statements of financial condition at September 30, 2020 and December 31, 2019 were as follows:
Fair Value
Hierarchy September 30, 2020 December 31, 2019
Carrying
Amount Fair Value Carrying
Amount Fair Value
(in thousands)
Financial assets
Cash and due from banks Level 1 $ 276,120 $ 276,120 $ 256,264 $ 256,264
Interest bearing deposits with banks Level 1 654,591 654,591 178,423 178,423
Equity securities (1)
Level 3 2,499 2,499 — —
Investment securities held to maturity:
U.S. Treasury securities Level 1 138,224 146,429 138,352 144,113
U.S. government agency securities
Level 2 6,302 6,634 7,345 7,362
Obligations of states and political subdivisions
Level 2 464,051 479,824 500,705 513,607
Residential mortgage-backed securities
Level 2 1,491,808 1,528,703 1,620,119 1,629,572
Trust preferred securities Level 2 37,341 30,000 37,324 31,382
Corporate and other debt securities Level 2 32,750 33,381 32,250 32,684
Total investment securities held to maturity (2)
2,170,476 2,224,971 2,336,095 2,358,720
Net loans Level 3 32,090,554 31,883,095 29,537,449 28,964,396
Accrued interest receivable Level 1 136,058 136,058 105,637 105,637
Federal Reserve Bank and Federal Home Loan Bank stock (3)
Level 2 287,628 287,628 214,421 214,421
Financial liabilities
Deposits without stated maturities Level 1 23,650,401 23,650,401 19,467,892 19,467,892
Deposits with stated maturities Level 2 7,537,581 7,466,794 9,717,945 9,747,867
Short-term borrowings Level 2 1,430,726 1,544,596 1,093,280 1,081,879
Long-term borrowings Level 2 2,852,569 3,115,757 2,122,426 2,181,401
Junior subordinated debentures issued to capital trusts
Level 2 55,978 44,771 55,718 53,889
Accrued interest payable (4)
Level 1 21,756 21,756 33,066 33,066
(1) Represents equity securities without a readily determinable fair value measured at cost less impairment, if any.
(2) The carrying amount is presented gross without the allowance for credit losses.
(3) Included in other assets.
(4) Included in accrued expenses and other liabilities.
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Note 7. Investment Securities
Equity Securities
Equity securities carried at fair value totaled $ 29.0 million and $ 41.4 million at September 30, 2020 and December 31, 2019, respectively. At September 30, 2020, Valley's equity securities consisted of one publicly traded money market mutual fund, CRA investments both publicly traded and privately held and, to a lesser extent, equity securities without readily determinable fair values.
Available for Sale Debt Securities
The amortized cost, gross unrealized gains and losses and fair value of available for sale debt securities at September 30, 2020 and December 31, 2019 were as follows:
Amortized
Cost Gross
Unrealized
Gains Gross
Unrealized
Losses Fair Value
(in thousands)
September 30, 2020
U.S. Treasury securities $ 50,035 $ 1,543 $ — $ 51,578
U.S. government agency securities 25,302 1,164 ( 18 ) 26,448
Obligations of states and political subdivisions:
Obligations of states and state agencies 58,807 1,151 ( 30 ) 59,928
Municipal bonds 73,063 1,276 ( 74 ) 74,265
Total obligations of states and political subdivisions 131,870 2,427 ( 104 ) 134,193
Residential mortgage-backed securities 1,193,052 41,326 ( 942 ) 1,233,436
Corporate and other debt securities 79,707 1,539 ( 337 ) 80,909
Total investment securities available for sale $ 1,479,966 $ 47,999 $ ( 1,401 ) $ 1,526,564
December 31, 2019
U.S. Treasury securities $ 50,952 $ 12 $ ( 21 ) $ 50,943
U.S. government agency securities 28,982 280 ( 19 ) 29,243
Obligations of states and political subdivisions:
Obligations of states and state agencies 78,116 540 ( 83 ) 78,573
Municipal bonds 90,662 902 ( 86 ) 91,478
Total obligations of states and political subdivisions 168,778 1,442 ( 169 ) 170,051
Residential mortgage-backed securities 1,248,814 11,234 ( 5,262 ) 1,254,786
Corporate and other debt securities 61,261 628 ( 111 ) 61,778
Total investment securities available for sale $ 1,558,787 $ 13,596 $ ( 5,582 ) $ 1,566,801
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The age of unrealized losses and fair value of related securities available for sale at September 30, 2020 and December 31, 2019 were as follows:
Less than
Twelve Months More than
Twelve Months Total
Fair
Value Unrealized
Losses Fair
Value Unrealized
Losses Fair
Value Unrealized
Losses
(in thousands)
September 30, 2020
U.S. government agency securities $ — $ — $ 1,585 $ ( 18 ) $ 1,585 $ ( 18 )
Obligations of states and political subdivisions:
Obligations of states and state agencies
1,319 ( 6 ) 1,023 ( 24 ) 2,342 ( 30 )
Municipal bonds 6,767 ( 74 ) — — 6,767 ( 74 )
Total obligations of states and political subdivisions
8,086 ( 80 ) 1,023 ( 24 ) 9,109 ( 104 )
Residential mortgage-backed securities 111,973 ( 526 ) 33,346 ( 416 ) 145,319 ( 942 )
Corporate and other debt securities 14,656 ( 337 ) — — 14,656 ( 337 )
Total $ 134,715 $ ( 943 ) $ 35,954 $ ( 458 ) $ 170,669 $ ( 1,401 )
December 31, 2019
U.S. Treasury securities $ 25,019 $ ( 21 ) $ — $ — $ 25,019 $ ( 21 )
U.S. government agency securities — — 1,783 ( 19 ) 1,783 ( 19 )
Obligations of states and political subdivisions:
Obligations of states and state agencies
18,540 ( 21 ) 8,755 ( 62 ) 27,295 ( 83 )
Municipal bonds — — 13,177 ( 86 ) 13,177 ( 86 )
Total obligations of states and political subdivisions
18,540 ( 21 ) 21,932 ( 148 ) 40,472 ( 169 )
Residential mortgage-backed securities 240,412 ( 1,194 ) 282,798 ( 4,068 ) 523,210 ( 5,262 )
Corporate and other debt securities 5,139 ( 111 ) — — 5,139 ( 111 )
Total $ 289,110 $ ( 1,347 ) $ 306,513 $ ( 4,235 ) $ 595,623 $ ( 5,582 )
Within the available for sale debt securities portfolio, the total number of security positions in an unrealized loss position was 64 and 182 at September 30, 2020 and December 31, 2019, respectively.
As of September 30, 2020, the fair value of available for sale debt securities that were pledged to secure public deposits, repurchase agreements, lines of credit, and for other purposes required by law, was $ 868.9 million.
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The contractual maturities of available for sale debt securities at September 30, 2020 are set forth in the following table. Maturities may differ from contractual maturities in residential mortgage-backed securities because the mortgages underlying the securities may be prepaid without any penalties. Therefore, residential mortgage-backed securities are not included in the maturity categories in the following summary.
September 30, 2020
Amortized
Cost Fair
Value
(in thousands)
Due in one year $ 20,975 $ 20,991
Due after one year through five years 92,873 95,436
Due after five years through ten years 107,004 108,746
Due after ten years 66,062 67,955
Residential mortgage-backed securities 1,193,052 1,233,436
Total investment securities available for sale $ 1,479,966 $ 1,526,564
Actual maturities of available for sale debt securities may differ from those presented above since certain obligations provide the issuer the right to call or prepay the obligation prior to scheduled maturity without penalty.
The weighted average remaining expected life for residential mortgage-backed securities available for sale was 3.9 years at September 30, 2020.
Impairment Analysis of Available For Sale Debt Securities
Valley's available for sale debt securities portfolio includes corporate bonds and special revenue bonds, among other securities. These type of securities may pose a higher risk of future impairment charges by Valley as a result of the unpredictable nature of the U.S. economy and its potential negative effect on the future performance of the security issuers, including due to the economic effects of COVID-19.
Available for sale debt securities in unrealized loss positions are evaluated for impairment related to credit losses on a quarterly basis. In performing an assessment of whether any decline in fair value is due to a credit loss, Valley considers the extent to which the fair value is less than the amortized cost, changes in credit ratings, any adverse economic conditions, as well as all relevant information at the individual security level such as credit deterioration of the issuer or collateral underlying the security. In assessing the impairment, Valley compares the present value of cash flows expected to be collected with the amortized cost basis of the security. If it is determined that the decline in fair value was due to credit losses, an allowance for credit losses is recorded, limited to the amount the fair value is less than amortized cost basis. The non-credit related decrease in the fair value, such as a decline due to changes in market interest rates, is recorded in other comprehensive income, net of tax. Valley also assesses the intent to sell the securities (as well as the likelihood of a near-term recovery). If Valley intends to sell an available for sale debt security or it is more likely than not that Valley will be required to sell the security before recovery of its amortized cost basis, the debt security is written down to its fair value and the write down is charged to the debt security’s fair value at the reporting date with any incremental impairment reported in earnings.
The obligations of states and political subdivisions classified as available for sale include special revenue bonds which had an aggregate amortized cost and fair value of $ 70.6 million and $ 71.9 million, respectively, at September 30, 2020. The gross unrealized losses associated with the special revenue bonds as of September 30, 2020 were not material. Approximately 41 percent of the special revenue bonds were issued by the states of (or municipalities within) Utah and Illinois. As part of Valley’s pre-purchase analysis and on-going quarterly assessment of impairment of the obligations of states and political subdivisions, the Credit Risk Management Department conducts a financial analysis and risk rating assessment of each security issuer based on the issuer’s most recently issued financial statements and other publicly available information. These investments are a mix of municipal bonds with investment grade ratings or non-rated revenue bonds paying in accordance with their contractual terms. The vast majority of the bonds not rated by the rating agencies are state housing finance agency
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revenue bonds secured by Ginnie Mae securities that are commonly referred to as Tax Exempt Mortgage Securities (TEMS). Valley continues to monitor the special revenue bond portfolio as part of its quarterly impairment analysis.
Valley has evaluated available for sale debt securities that are in an unrealized loss position as of September 30, 2020 included in the table above and has determined that the declines in fair value are mainly attributable to market volatility, not credit quality or other factors. Based on a comparison of the present value of expected cash flows to the amortized cost, management recognized no impairment during the three and nine months ended September 30, 2020 and, as a result, there was no allowance for credit losses for available for sale debt securities at September 30, 2020.
During the nine months ended September 30, 2019, Valley recognized a $ 2.9 million other-than-temporary credit impairment charge on one special revenue bond classified as available for sale (within the obligations of states and state agencies in the tables above). The credit impairment was due to severe credit deterioration disclosed by the issuer in the second quarter 2019, as well as the issuer's default on its contractual payment. At September 30, 2020, the non-accruing impaired security had an adjusted amortized cost and fair valu e of $ 680 thousand and $ 783 thousand, respectively.
Valley discontinues the recognition of interest on debt securities if the securities meet both of the following criteria: (i) regularly scheduled interest payments have not been paid or have been deferred by the issuer, and (ii) full collection of all contractual principal and interest payments is not deemed to be the most likely outcome, resulting in the recognition of other-than-temporary impairment of the security.
Held to Maturity Debt Securities
The amortized cost, gross unrealized gains and losses and fair value of debt securities held to maturity at September 30, 2020 and December 31, 2019 were as follows:
Amortized
Cost Gross
Unrealized
Gains Gross
Unrealized
Losses Fair Value
(in thousands)
September 30, 2020
U.S. Treasury securities $ 138,224 $ 8,205 $ — $ 146,429
U.S. government agency securities 6,302 332 — 6,634
Obligations of states and political subdivisions:
Obligations of states and state agencies 271,038 9,040 ( 176 ) 279,902
Municipal bonds 193,013 6,909 — 199,922
Total obligations of states and political subdivisions 464,051 15,949 ( 176 ) 479,824
Residential mortgage-backed securities 1,491,808 37,819 ( 924 ) 1,528,703
Trust preferred securities 37,341 52 ( 7,393 ) 30,000
Corporate and other debt securities 32,750 637 ( 6 ) 33,381
Total investment securities held to maturity $ 2,170,476 $ 62,994 $ ( 8,499 ) $ 2,224,971
December 31, 2019
U.S. Treasury securities $ 138,352 $ 5,761 $ — $ 144,113
U.S. government agency securities 7,345 58 ( 41 ) 7,362
Obligations of states and political subdivisions:
Obligations of states and state agencies 297,454 7,745 ( 529 ) 304,670
Municipal bonds 203,251 5,696 ( 10 ) 208,937
Total obligations of states and political subdivisions 500,705 13,441 ( 539 ) 513,607
Residential mortgage-backed securities 1,620,119 14,803 ( 5,350 ) 1,629,572
Trust preferred securities 37,324 39 ( 5,981 ) 31,382
Corporate and other debt securities 32,250 454 ( 20 ) 32,684
Total investment securities held to maturity $ 2,336,095 $ 34,556 $ ( 11,931 ) $ 2,358,720
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The age of unrealized losses and fair value of related debt securities held to maturity at September 30, 2020 and December 31, 2019 were as follows:
Less than
Twelve Months More than
Twelve Months Total
Fair Value Unrealized
Losses Fair Value Unrealized
Losses Fair Value Unrealized
Losses
(in thousands)
September 30, 2020
Obligations of states and political subdivisions:
Obligations of states and state agencies
$ 5,493 $ ( 176 ) $ — $ — $ 5,493 $ ( 176 )
Total obligations of states and political subdivisions
5,493 ( 176 ) — — 5,493 ( 176 )
Residential mortgage-backed securities
237,070 ( 919 ) 2,677 ( 5 ) 239,747 ( 924 )
Trust preferred securities — — 28,595 ( 7,393 ) 28,595 ( 7,393 )
Corporate and other debt securities 7,494 ( 6 ) — — 7,494 ( 6 )
Total $ 250,057 $ ( 1,101 ) $ 31,272 $ ( 7,398 ) $ 281,329 $ ( 8,499 )
December 31, 2019
U.S. government agency securities $ 5,183 $ ( 41 ) $ — $ — $ 5,183 $ ( 41 )
Obligations of states and political subdivisions:
Obligations of states and state agencies
11,178 ( 55 ) 32,397 ( 474 ) 43,575 ( 529 )
Municipal bonds — — 798 ( 10 ) 798 ( 10 )
Total obligations of states and political subdivisions
11,178 ( 55 ) 33,195 ( 484 ) 44,373 ( 539 )
Residential mortgage-backed securities
307,885 ( 1,387 ) 254,915 ( 3,963 ) 562,800 ( 5,350 )
Trust preferred securities — — 29,990 ( 5,981 ) 29,990 ( 5,981 )
Corporate and other debt securities
— — 4,980 ( 20 ) 4,980 ( 20 )
Total $ 324,246 $ ( 1,483 ) $ 323,080 $ ( 10,448 ) $ 647,326 $ ( 11,931 )
Within the held to maturity portfolio, the total number of security positions in an unrealized loss position was 20 and 82 at September 30, 2020 and December 31, 2019, respectively.
As of September 30, 2020, the fair value of debt securities held to maturity that were pledged to secure public deposits, repurchase agreements, lines of credit, and for other purposes required by law, was $ 1.0 billion.
The contractual maturities of investments in debt securities held to maturity at September 30, 2020 are set forth in the table below. Maturities may differ from contractual maturities in residential mortgage-backed securities because the mortgages underlying the securities may be prepaid without any penalties. Therefore, residential mortgage-backed securities are not included in the maturity categories in the following summary.
September 30, 2020
Amortized
Cost Fair
Value
(in thousands)
Due in one year $ 113,188 $ 113,628
Due after one year through five years 201,101 213,801
Due after five years through ten years 162,911 168,821
Due after ten years 201,468 200,018
Residential mortgage-backed securities 1,491,808 1,528,703
Total investment securities held to maturity $ 2,170,476 $ 2,224,971
24
Actual maturities of debt securities may differ from those presented above since certain obligations provide the issuer the right to call or prepay the obligation prior to scheduled maturity without penalty.
The weighted-average remaining expected life for residential mortgage-backed securities held to maturity was 2.5 years at September 30, 2020.
Credit Quality Indicators
Valley monitors the credit quality of the held to maturity debt securities through the use of the most current credit ratings from external rating agencies. The following table summarizes the amortized cost of held to maturity debt securities by external credit rating at September 30, 2020 and December 31, 2019.
AAA/AA/A Rated BBB rated Non-investment grade rated Non-rated Total
(in thousands)
September 30, 2020
U.S. Treasury securities $ 138,224 $ — $ — $ — $ 138,224
U.S. government agency securities 6,302 — — — 6,302
Obligations of states and political subdivisions:
Obligations of states and state agencies 233,581 — 5,669 31,788 271,038
Municipal bonds 171,766 — — 21,247 193,013
Total obligations of states and political subdivisions
405,347 — 5,669 53,035 464,051
Residential mortgage-backed securities 1,491,808 — — — 1,491,808
Trust preferred securities — — — 37,341 37,341
Corporate and other debt securities — 5,000 — 27,750 32,750
Total investment securities held to maturity $ 2,041,681 $ 5,000 $ 5,669 $ 118,126 $ 2,170,476
December 31, 2019
U.S. Treasury securities $ 138,352 $ — $ — $ — $ 138,352
U.S. government agency securities 7,345 — — — 7,345
Obligations of states and political subdivisions:
Obligations of states and state agencies 248,533 5,722 — 43,199 297,454
Municipal bonds 202,642 — — 609 203,251
Total obligations of states and political subdivisions
451,175 5,722 — 43,808 500,705
Residential mortgage-backed securities 1,620,119 — — — 1,620,119
Trust preferred securities — — — 37,324 37,324
Corporate and other debt securities — 5,000 — 27,250 32,250
Total investment securities held to maturity $ 2,216,991 $ 10,722 $ — $ 108,382 $ 2,336,095
Obligations of states and political subdivisions include municipal bonds and revenue bonds issued by various municipal corporations. At September 30, 2020, most of the obligations of states and political subdivisions were rated investment grade and a large portion of the "non-rated" category included TEMS securities secured by Ginnie Mae securities. Trust preferred securities consist of non-rated single-issuer securities, issued by bank holding companies. Corporate bonds consist of debt primarily issued by banks.
Allowance for Credit Losses for Held to Maturity Debt Securities
Valley has a zero loss expectation for certain securities within the held to maturity portfolio, and therefore it is not required to estimate an allowance for credit losses related to these securities under the CECL standard. After an evaluation of qualitative factors, Valley identified the following securities types which it believes qualify for this exclusion: U.S. Treasury securities, U.S. agency securities, residential mortgage-backed securities issued by Ginnie Mae, Fannie Mae and Freddie Mac, and collateralized municipal bonds called TEMS.
25
To measure the expected credit losses on held to maturity debt securities that have loss expectations, Valley estimates the expected credit losses using a discounted cash flow model developed by a third-party. Assumptions used in the model for pools of securities with common risk characteristics include the historical lifetime probability of default and severity of loss in the event of default, with the model incorporating several economic cycles of loss history data to calculate expected credit losses given default at the individual security level. The model is adjusted for a probability weighted multi-scenario economic forecast to estimate future credit losses. Valley uses a two -year reasonable and supportable forecast period followed by a one -year period over which estimated losses revert to historical loss experience for the remaining life of the investment security. The economic forecast methodology and governance for debt securities is aligned with Valley's economic forecast used for the loan portfolio discussed in more detail in Note 8. Accrued interest receivable is excluded from the estimate of credit losses.
At September 30, 2020, held to maturity debt securities were carried net of allowance for credit losses totaling $ 1.5 million . Valley recorded a negative (credit) provision for credit losses of $ 112 thousand during the three months ended September 30, 2020 and a net provision for credit losses of $ 688 thousand for the nine months ended September 30, 2020. There were no net charge-offs of debt securities in the respective periods.
Note 8. Loans and Allowance for Credit Losses for Loans
The detail of the loan portfolio as of September 30, 2020 and December 31, 2019 was as follows:
September 30, 2020 December 31, 2019
(in thousands)
Loans:
Commercial and industrial * $ 6,903,345 $ 4,825,997
Commercial real estate:
Commercial real estate 16,815,587 15,996,741
Construction 1,720,775 1,647,018
Total commercial real estate loans 18,536,362 17,643,759
Residential mortgage 4,284,595 4,377,111
Consumer:
Home equity 457,083 487,272
Automobile 1,341,659 1,451,623
Other consumer 892,542 913,446
Total consumer loans 2,691,284 2,852,341
Total loans $ 32,415,586 $ 29,699,208
* Includes $ 2.3 billion of loans originated under the Paycheck Protection Program (PPP), net of unearned fees totaling $ 54.4 million at September 30, 2020.
Total loans includes net unearned discounts and deferred loan fees of $ 116.2 million at September 30, 2020 and net unearned premiums and deferred loan costs of $ 12.6 million at December 31, 2019. Net unearned discounts and deferred loan fees at September 30, 2020 include the non-credit discount on PCD loans and net unearned fees related to PPP loans.
Accrued interest on loans, which is excluded from the amortized cost of loans held for investment, totaled $ 117.9 million and $ 86.3 million at September 30, 2020 and December 31, 2019, respectively, and is presented separately in the consolidated statements of financial condition .
Valley transferred and sold approximately $ 30.0 million and $ 303.0 million of residential mortgage loans from the loan portfolio to loans held for sale during the nine months ended September 30, 2020 and 2019, respectively.
26
Excluding the loan transfers, there were no other sales of loans from the held for investment portfolio during the nine months ended September 30, 2020 and 2019.
Credit Risk Management
For all of its loan types, Valley adheres to a credit policy designed to minimize credit risk while generating the maximum income given the level of risk appetite. Management reviews and approves these policies and procedures on a regular basis with subsequent approval by the Board of Directors annually. Credit authority relating to a significant dollar percentage of the overall portfolio is centralized and controlled by the Credit Risk Management Division and by the Credit Committee. A reporting system supplements the management review process by providing management with frequent reports concerning loan production, loan quality, internal loan classification, concentrations of credit, loan delinquencies, non-performing, and potential problem loans. Loan portfolio diversification is an important factor utilized by Valley to manage its risk across business sectors and through cyclical economic circumstances. See Valley’s Annual Report on Form 10-K for the year ended December 31, 2019 for further details.
Credit Quality
Loans are deemed to be past due when the contractually required principal and interest payments have not been received as they become due. Loans are placed on non-accrual status generally, when they become 90 days past due and the full and timely collection of principal and interest becomes uncertain. When a loan is placed on non-accrual status, interest accruals cease and uncollected accrued interest is reversed and charged against current income. Cash collections from non-accrual loans are generally applied against principal, and no interest income is recognized on these loans until the principal balance has been determined to be fully collectible.
A loan in which the borrowers’ obligation has not been released in bankruptcy courts may be restored to an accruing basis when it becomes well secured and is in the process of collection, or all past due amounts become current under the loan agreement and collectability is no longer doubtful.
27
The following table presents past due, current and non-accrual loans without an allowance for credit losses by loan portfolio class (including PCD loans) at September 30, 2020.
Past Due and Non-Accrual Loans
30-59 Days
Past Due Loans 60-89 Days
Past Due Loans 90 Days or More
Past Due Loans Non-Accrual Loans
Total Past Due Loans
Current Loans
Total Loans Non-Accrual Loans Without Allowance for Credit Losses
(in thousands)
September 30, 2020
Commercial and industrial
$ 6,587 $ 3,954 $ 6,759 $ 115,667 $ 132,967 $ 6,770,378 $ 6,903,345 $ 16,812
Commercial real estate:
Commercial real estate
26,038 610 1,538 41,627 69,813 16,745,774 16,815,587 35,798
Construction 142 — — 2,497 2,639 1,718,136 1,720,775 2,405
Total commercial real estate loans
26,180 610 1,538 44,124 72,452 18,463,910 18,536,362 38,203
Residential mortgage 22,528 3,760 891 23,877 51,056 4,233,539 4,284,595 12,356
Consumer loans:
Home equity 1,281 299 — 6,969 8,549 448,534 457,083 70
Automobile 4,797 808 538 472 6,615 1,335,044 1,341,659 —
Other consumer 2,901 245 215 — 3,361 889,181 892,542 —
Total consumer loans
8,979 1,352 753 7,441 18,525 2,672,759 2,691,284 70
Total $ 64,274 $ 9,676 $ 9,941 $ 191,109 $ 275,000 $ 32,140,586 $ 32,415,586 $ 67,441
28
The following table presents past due, non-accrual and current loans by loan portfolio class at December 31, 2019. At December 31, 2019, purchased credit-impaired (PCI) loans were excluded from past due and non-accrual loans reported because they continued to earn interest income from the accretable yield at the pool level. The PCI loan pools are accounted for as PCD loans (on a loan level basis with a related allowance for credit losses) under the CECL standard adopted at January 1, 2020 and reported in the past due loans and non-accrual loans in the tables above at September 30, 2020.
Past Due and Non-Accrual Loans
30-59
Days
Past Due Loans 60-89
Days
Past Due Loans 90 Days or More
Past Due Loans Non-Accrual Loans
Total Past Due Loans
Current Non-PCI Loans PCI Loans
(in thousands)
December 31, 2019
Commercial and industrial $ 11,700 $ 2,227 $ 3,986 $ 68,636 $ 86,549 $ 4,057,434 $ 682,014
Commercial real estate:
Commercial real estate 2,560 4,026 579 9,004 16,169 10,886,724 5,093,848
Construction 1,486 1,343 — 356 3,185 1,492,532 151,301
Total commercial real estate loans
4,046 5,369 579 9,360 19,354 12,379,256 5,245,149
Residential mortgage 17,143 4,192 2,042 12,858 36,235 3,760,707 580,169
Consumer loans:
Home equity 1,051 80 — 1,646 2,777 373,243 111,252
Automobile 11,482 1,581 681 334 14,078 1,437,274 271
Other consumer 1,171 866 30 224 2,291 900,411 10,744
Total consumer loans 13,704 2,527 711 2,204 19,146 2,710,928 122,267
Total $ 46,593 $ 14,315 $ 7,318 $ 93,058 $ 161,284 $ 22,908,325 $ 6,629,599
Credit quality indicators. Valley utilizes an internal loan classification system as a means of reporting problem loans within commercial and industrial, commercial real estate, and construction loan portfolio classes. Under Valley’s internal risk rating system, loan relationships could be classified as "Pass," "Special Mention," "Substandard," "Doubtful," and "Loss." Substandard loans include loans that exhibit well-defined weakness and are characterized by the distinct possibility that Valley will sustain some loss if the deficiencies are not corrected. Loans classified as Doubtful have all the weaknesses inherent in those classified as Substandard with the added characteristic that the weaknesses present make collection or liquidation in full, based on currently existing facts, conditions and values, highly questionable and improbable. Loans classified as Loss are those considered uncollectible with insignificant value and are charged-off immediately to the allowance for loan losses, and, therefore, not presented in the table below. Loans that do not currently pose a sufficient risk to warrant classification in one of the aforementioned categories but pose weaknesses that deserve management’s close attention are deemed Special Mention. Loans rated as Pass do not currently pose any identified risk and can range from the highest to average quality, depending on the degree of potential risk. Risk ratings are updated any time the situation warrants.
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The following table presents the internal loan classification risk by loan portfolio class by origination year (including PCD loans) based on the most recent analysis performed at September 30, 2020:
Term Loans
Amortized Cost Basis by Origination Year
September 30, 2020 2020 2019 2018 2017 2016 Prior to 2016 Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Loans Total
(in thousands)
Commercial and industrial
Risk Rating:
Pass $ 2,656,655 $ 609,142 $ 523,833 $ 246,684 $ 185,298 $ 804,896 $ 1,613,011 $ 417 $ 6,639,936
Special Mention 724 10,634 11,786 10,236 11,310 14,895 44,412 68 104,065
Substandard 5,411 3,181 2,780 1,789 4,095 26,720 18,092 24 62,092
Doubtful — 5,207 7 17,162 2,632 72,244 — — 97,252
Total commercial and industrial $ 2,662,790 $ 628,164 $ 538,406 $ 275,871 $ 203,335 $ 918,755 $ 1,675,515 $ 509 $ 6,903,345
Commercial real estate
Risk Rating:
Pass $ 2,456,797 $ 3,236,056 $ 2,360,488 $ 1,993,600 $ 1,929,677 $ 4,281,267 $ 189,008 $ 15,626 $ 16,462,519
Special Mention 23,864 — 26,028 7,197 42,882 86,098 3,481 — 189,550
Substandard 17,539 9,450 24,168 22,014 10,329 78,322 — — 161,822
Doubtful — — — 787 — 909 — — 1,696
Total commercial real estate $ 2,498,200 $ 3,245,506 $ 2,410,684 $ 2,023,598 $ 1,982,888 $ 4,446,596 $ 192,489 $ 15,626 $ 16,815,587
Construction
Risk Rating:
Pass $ 105,422 $ 157,407 $ 123,416 $ 16,196 $ 47,202 $ 60,663 $ 1,162,297 $ — $ 1,672,603
Special Mention — — — — 10,058 — 32,407 — 42,465
Substandard — 31 246 2,628 2,422 380 — — 5,707
Total construction $ 105,422 $ 157,438 $ 123,662 $ 18,824 $ 59,682 $ 61,043 $ 1,194,704 $ — $ 1,720,775
30
For residential mortgages, automobile, home equity and other consumer loan portfolio classes, Valley also evaluates credit quality based on the aging status of the loan, which was previously presented, and by payment activity. The following table presents the amortized cost in those loan classes (including PCD loans) based on payment activity by origination year as of September 30, 2020.
Term Loans
Amortized Cost Basis by Origination Year
September 30, 2020 2020 2019 2018 2017 2016 Prior to 2016 Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Loans Total
(in thousands)
Residential mortgage
Performing $ 560,875 $ 807,219 $ 778,367 $ 645,289 $ 407,412 $ 1,019,903 $ 52,783 $ — $ 4,271,848
90 days or more past due — 1,459 2,947 2,849 3,895 1,597 — — 12,747
Total residential mortgage $ 560,875 $ 808,678 $ 781,314 $ 648,138 $ 411,307 $ 1,021,500 $ 52,783 $ — $ 4,284,595
Consumer loans
Home equity
Performing $ 6,436 $ 12,015 $ 13,310 $ 10,178 $ 6,505 $ 17,626 $ 336,434 $ 52,986 $ 455,490
90 days or more past due — — — — 25 111 617 840 1,593
Total home equity 6,436 12,015 13,310 10,178 6,530 17,737 337,051 53,826 457,083
Automobile
Performing 292,584 479,860 303,799 175,359 62,193 26,843 — — 1,340,638
90 days or more past due 40 304 270 246 16 145 — — 1,021
Total automobile 292,624 480,164 304,069 175,605 62,209 26,988 — — 1,341,659
Other Consumer
Performing 5,061 5,751 11,529 1,254 1,093 6,387 860,895 — 891,970
90 days or more past due — — 8 — — 20 136 408 572
Total other consumer 5,061 5,751 11,537 1,254 1,093 6,407 861,031 408 892,542
Total Consumer $ 304,121 $ 497,930 $ 328,916 $ 187,037 $ 69,832 $ 51,132 $ 1,198,082 $ 54,234 $ 2,691,284
The following table presents the credit exposure by internally assigned risk rating by class of loans (excluding PCI loans) based on the most recent analysis performed at December 31, 2019:
Credit exposure—
by internally assigned risk rating Special Total Non-PCI
Pass Mention Substandard Doubtful Loans
(in thousands)
December 31, 2019
Commercial and industrial $ 3,982,453 $ 33,718 $ 66,511 $ 61,301 $ 4,143,983
Commercial real estate 10,781,587 77,884 42,560 862 10,902,893
Construction 1,487,877 7,486 354 — 1,495,717
Total $ 16,251,917 $ 119,088 $ 109,425 $ 62,163 $ 16,542,593
31
For residential mortgages, automobile, home equity and other consumer loan portfolio classes (excluding PCI loans), Valley also evaluates credit quality based on the aging status of the loan, which is presented above, and by payment activity. The following table presents the recorded investment in those loan classes based on payment activity as of December 31, 2019:
Credit exposure—
by payment activity Performing
Loans Non-Performing
Loans Total Non-PCI
Loans
(in thousands)
December 31, 2019
Residential mortgage $ 3,784,084 $ 12,858 $ 3,796,942
Home equity 374,374 1,646 376,020
Automobile 1,451,018 334 1,451,352
Other consumer 902,478 224 902,702
Total $ 6,511,954 $ 15,062 $ 6,527,016
The following table summarizes information pertaining to loans that were identified as PCI loans by class based on individual loan payment activity as of December 31, 2019:
Credit exposure—
by payment activity Performing
Loans Non-Performing
Loans Total Non-PCI
Loans
(in thousands)
December 31, 2019
Commercial and industrial $ 653,997 $ 28,017 $ 682,014
Commercial real estate 5,065,388 28,460 5,093,848
Construction 148,692 2,609 151,301
Residential mortgage 571,006 9,163 580,169
Consumer 120,356 1,911 122,267
Total $ 6,559,439 $ 70,160 $ 6,629,599
Troubled debt restructured loans . From time to time, Valley may extend, restructure, or otherwise modify the terms of existing loans, on a case-by-case basis, to remain competitive and retain certain customers, as well as assist other customers who may be experiencing financial difficulties. If the borrower is experiencing financial difficulties and a concession has been made at the time of such modification, the loan is classified as a troubled debt restructured loan (TDR). At the adoption of ASU 2016-13, Valley was not required to reassess whether modifications to individual PCI loans prior to January 1, 2020 met the TDR loan criteria.
The majority of the concessions made for TDRs involve lowering the monthly payments on loans through either a reduction in interest rate below a market rate, an extension of the term of the loan without a corresponding adjustment to the risk premium reflected in the interest rate, or a combination of these two methods. The concessions rarely result in the forgiveness of principal or accrued interest. In addition, Valley frequently obtains additional collateral or guarantor support when modifying such loans. If the borrower has demonstrated performance under the previous terms of the loan and Valley’s underwriting process shows the borrower has the capacity to continue to perform under the restructured terms, the loan will continue to accrue interest. Non-accruing restructured loans may be returned to accrual status when there has been a sustained period of repayment performance (generally six consecutive months of payments) and both principal and interest are deemed collectible.
Performing TDRs (not reported as non-accrual loans) totaled $ 58.1 million and $ 73.0 million as of September 30, 2020 and December 31, 2019, respectively. Non-performing TDRs totaled $ 96.8 million and $ 65.1 million as of September 30, 2020 and December 31, 2019, respectively.
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The following table presents the pre- and post-modification amortized cost of loans by loan class modified as TDRs (excluding PCI loans prior to the adoption of ASU 2016-13) during the three and nine months ended September 30, 2020 and 2019. Post-modification amounts are presented as of September 30, 2020 and 2019.
Three Months Ended September 30,
2020 2019
Troubled Debt Restructurings Number
of
Contracts Pre-Modification
Amortized Carrying Amount Post-Modification
Amortized Carrying Amount Number
of
Contracts Pre-Modification
Amortized Carrying Amount Post-Modification
Amortized Carrying Amount
($ in thousands)
Commercial and industrial 28 $ 31,237 $ 30,938 53 $ 42,902 $ 41,772
Commercial real estate 2 4,249 4,240 1 75 75
Residential mortgage 1 247 247 — — —
Consumer 1 72 72 1 19 19
Total 32 $ 35,805 $ 35,497 55 $ 42,996 $ 41,866
Nine Months Ended September 30,
2020 2019
Troubled Debt Restructurings Number
of
Contracts Pre-Modification
Amortized Carrying Amount Post-Modification
Amortized Carrying Amount Number
of
Contracts Pre-Modification
Amortized Carrying Amount Post-Modification
Amortized Carrying Amount
($ in thousands)
Commercial and industrial 33 $ 40,537 $ 38,204 104 $ 78,601 $ 72,183
Commercial real estate 4 8,996 9,000 3 4,740 4,699
Residential mortgage 1 247 247 1 155 154
Consumer 1 72 72 1 19 19
Total 39 $ 49,852 $ 47,523 109 $ 83,515 $ 77,055
The total TDRs presented in the above table had allocated reserves for loan losses of $ 18.7 million and $ 29.6 million at September 30, 2020 and 2019, respectively. There were $ 1.9 million and $ 5.6 million of partial charge-offs related to TDRs for the three and nine months ended September 30, 2020, respectively. There were no partial charge-offs related to TDR loan modifications during three months ended September 30, 2020 and $ 2.0 million of partial charge-offs related to TDRs for the nine months ended September 30, 2019, respectively. Valley did not extend any commitments to lend additional funds to borrowers whose loans have been modified as TDRs during the three and nine months ended September 30, 2020 and 2019.
Loans modified as TDRs (excluding PCI loan modifications prior to the adoption of ASU 2016-13) within the previous 12 months and for which there was a payment default ( 90 or more days past due) for the three and nine months ended September 30, 2020 and 2019 were as follows:
Three Months Ended September 30,
2020 2019
Troubled Debt Restructurings Subsequently Defaulted Number of
Contracts Amortized Cost Number of
Contracts Recorded
Investment
($ in thousands)
Commercial and industrial 30 $ 17,496 1 $ 604
Residential mortgage — — 1 154
Total 30 $ 17,496 2 $ 758
33
Nine Months Ended September 30,
2020 2019
Troubled Debt Restructurings Subsequently Defaulted Number of
Contracts Amortized Cost Number of
Contracts Recorded
Investment
($ in thousands)
Commercial and industrial 35 $ 20,099 19 $ 12,235
Commercial real estate — — 1 283
Residential mortgage — — 3 369
Consumer 1 18 1 18
Total 36 $ 20,117 24 $ 12,905
In response to the COVID-19 pandemic and its economic impact to certain customers, Valley implemented short-term loan modifications such as payment deferrals, fee waivers, extensions of repayment terms, or delays in payment that were insignificant, when requested by customers. These modifications complied with the Coronavirus Aid, Relief, and Economic Security (CARES) Act to provide temporary payment relief to those borrowers directly impacted by COVID-19 who were not more than 30 days past due as of December 31, 2019. Generally, the modification terms allow for a deferral of payments for up to 90 days, which Valley may extend for an additional 90 days, for a maximum of 180 days on a cumulative and successive basis. As of September 30, 2020, Valley had approximately 1,400 of these loans with total outstanding balances of $ 1.1 billion remaining in their payment deferral period under short-term modifications. Under the applicable guidance, none of these loans were considered TDRs as of September 30, 2020.
Loans in Process of Foreclosure. Other real estate owned (OREO) totaled $ 7.7 million and $ 9.4 million at September 30, 2020 and December 31, 2019, respectively. OREO included foreclosed residential real estate properties totaling $ 799 thousand and $ 2.1 million at September 30, 2020 and December 31, 2019, respectively. Residential mortgage and consumer loans secured by residential real estate properties for which formal foreclosure proceedings are in process totaled $ 2.0 million and $ 2.8 million at September 30, 2020 and December 31, 2019, respectively.
Allowance for Credit Losses for Loans
The allowance for credit losses for loans under the new CECL standard adopted on January 1, 2020, consisted of the allowance for loan losses and the allowance for unfunded credit commitments. Prior periods reflect the allowance for credit losses for loans under the incurred loss model.
The following table summarizes the allowance for credit losses for loans at September 30, 2020 and December 31, 2019:
September 30,
2020 December 31,
2019
(in thousands)
Components of allowance for credit losses for loans:
Allowance for loan losses $ 325,032 $ 161,759
Allowance for unfunded credit commitments 10,296 2,845
Total allowance for credit losses for loans $ 335,328 $ 164,604
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The following table summarizes the provision for credit losses for loans for the periods indicated:
Three Months Ended
September 30, Nine Months Ended
September 30,
2020 2019 2020 2019
(in thousands)
Components of provision for credit losses for loans:
Provision for loan losses $ 30,833 $ 8,757 $ 105,709 $ 20,319
Provision for unfunded credit commitments 187 ( 57 ) 350 ( 1,519 )
Total provision for credit losses for loans $ 31,020 $ 8,700 $ 106,059 $ 18,800
Allowance for Loan Losses
The allowance for loan losses is a valuation account that is deducted from loans' amortized cost basis to present the net amount expected to be collected on loans. Valley's methodology to establish the allowance for loan losses has two basic components: (1) a collective (pooled) reserve component for estimated lifetime expected credit losses for pools of loans that share similar risk characteristics and (2) an individual reserve component for loans that do not share common risk characteristics.
Reserves for loans that share common risk characteristics. In estimating the component of the allowance on a collective basis, Valley uses a transition matrix model which calculates an expected life of loan loss percentage for each loan pool by generating probability of default and loss given default metrics. The metrics are based on the migration of loans from performing to loss by credit quality rating or delinquency categories using historical life-of-loan analysis periods for each loan portfolio pool, and the severity of loss, based on the aggregate net lifetime losses incurred. The model's expected losses based on loss history are adjusted for qualitative factors. Among other things, these adjustments include and account for differences in: (i) lending policies and procedures, (ii) current business conditions and economic developments that affect the loan collectability, (iii) concentration risks by size, type, and geography, (iv) the potential volume and migration of loan forbearances to non-performing status, and (v) the effect of external factors such as legal and regulatory requirements on the level of estimated credit losses in the existing portfolio.
Valley utilizes a two -year reasonable and supportable forecast period followed by a one -year period over which estimated losses revert to historical loss experience for the remaining life of the loan. The forecasts consist of a multi-scenario economic forecast model to estimate future credit losses that is governed by a cross-functional committee. The committee meets each quarter to determine which economic scenarios developed by Moody's will be incorporated into the model, as well as the relative probability weightings of the selected scenarios, based upon all readily available information. The model projects economic variables under each scenario based on detailed statistical analyses. Valley has identified and selected key variables that most closely correlated to its historical credit performance, which include: GDP, unemployment and the Case-Shiller Home Price Index.
Reserves for loans that that do not share common risk characteristics. Valley measures specific reserves for individual loans that do not share common risk characteristics with other loans, consisting of collateral dependent, TDR, and expected TDR loans, based on the amount of lifetime expected credit losses calculated on those loans and charge-offs of those amounts determined to be uncollectible. Factors considered by Valley in measuring the extent of expected credit loss include payment status, collateral value, borrower financial condition, guarantor support and the probability of collecting scheduled principal and interest payments when due. If repayment is based upon future expected cash flows, the present value of the expected future cash flows discounted at the loan’s original effective interest rate is compared to the carrying value of the loan, and any shortfall is recorded as the allowance for credit losses. The effective interest rate used to discount expected cash flows is adjusted to incorporate expected prepayments, if applicable .
When Valley determines that foreclosure is probable, collateral dependent loan balances are written down to the estimated current fair value (less estimated selling costs) of each loan’s underlying collateral resulting in an immediate charge-off to the allowance, excluding any consideration for personal guarantees that may be pursued in
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the Bank’s collection process. Valley elected a practical expedient to use the estimated current fair value (less estimated selling costs) of the collateral to measure expected credit losses on collateral dependent loans when foreclosure is not probable.
The following table presents collateral dependent loans by class as of September 30, 2020:
September 30,
2020
(in thousands)
Commercial and industrial $ 115,877
Commercial real estate:
Commercial real estate 44,638
Construction 2,405
Total commercial real estate loans
47,043
Residential mortgage 28,856
Home equity 88
Total $ 191,864
Commercial and industrial loans are primarily collateralized by taxi medallions in the table above. Commercial real estate loans are collateralized by real estate and construction loans are generally secured by the real estate to be developed and may also be secured by additional real estate to mitigate the risk. Residential and home equity loans are collateralized by residential real estate.
Allowance for Unfunded Credit Commitments
The allowance for unfunded credit commitments generally consists of undisbursed non-cancellable lines of credit, new loan commitments and commercial letters of credit valued using a similar methodology as used for loans. Management's estimate of expected losses inherent in these off-balance sheet credit exposures also incorporates estimated usage factors over the commitment's contractual period or an expected pull-through rate for new loan commitments. The allowance for unfunded credit commitments totaling $ 10.3 million at September 30, 2020 is included in accrued expenses and other liabilities on the consolidated statements of financial condition.
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The following table details the activity in the allowance for loan losses by loan portfolio segment for the three and nine months ended September 30, 2020 and 2019:
Commercial
and Industrial Commercial
Real Estate Residential
Mortgage Consumer Total
(in thousands)
Three Months Ended
September 30, 2020
Allowance for loan losses:
Beginning balance $ 132,039 $ 131,702 $ 29,630 $ 16,243 $ 309,614
Loans charged-off ( 13,965 ) ( 695 ) ( 7 ) ( 2,458 ) ( 17,125 )
Charged-off loans recovered 428 100 31 1,151 1,710
Net (charge-offs) recoveries ( 13,537 ) ( 595 ) 24 ( 1,307 ) ( 15,415 )
Provision for loan losses 11,907 13,543 ( 1,040 ) 6,423 30,833
Ending balance $ 130,409 $ 144,650 $ 28,614 $ 21,359 $ 325,032
Three Months Ended
September 30, 2019
Allowance for losses:
Beginning balance $ 94,384 $ 48,978 $ 5,219 $ 6,524 $ 155,105
Loans charged-off ( 527 ) ( 158 ) ( 111 ) ( 2,191 ) ( 2,987 )
Charged-off loans recovered 330 28 3 617 978
Net charge-offs ( 197 ) ( 130 ) ( 108 ) ( 1,574 ) ( 2,009 )
Provision for loan losses 6,815 ( 77 ) 191 1,828 8,757
Ending balance $ 101,002 $ 48,771 $ 5,302 $ 6,778 $ 161,853
Commercial
and Industrial Commercial
Real Estate Residential
Mortgage Consumer Total
(in thousands)
Nine Months Ended
September 30, 2020
Allowance for loan losses:
Beginning balance $ 104,059 $ 45,673 $ 5,060 $ 6,967 $ 161,759
Impact of ASU 2016-13 adoption* 15,169 49,797 20,575 6,990 92,531
Loans charged-off ( 31,349 ) ( 766 ) ( 348 ) ( 7,624 ) ( 40,087 )
Charged-off loans recovered 1,796 244 626 2,454 5,120
Net (charge-offs) recoveries ( 29,553 ) ( 522 ) 278 ( 5,170 ) ( 34,967 )
Provision for loan losses 40,734 49,702 2,701 12,572 105,709
Ending balance $ 130,409 $ 144,650 $ 28,614 $ 21,359 $ 325,032
Nine Months Ended
September 30, 2019
Allowance for losses:
Beginning balance $ 90,956 $ 49,650 $ 5,041 $ 6,212 $ 151,859
Loans charged-off ( 7,882 ) ( 158 ) ( 126 ) ( 5,971 ) ( 14,137 )
Charged-off loans recovered 2,008 71 13 1,720 3,812
Net charge-offs ( 5,874 ) ( 87 ) ( 113 ) ( 4,251 ) ( 10,325 )
Provision for loan losses 15,920 ( 792 ) 374 4,817 20,319
Ending balance $ 101,002 $ 48,771 $ 5,302 $ 6,778 $ 161,853
* Includes a $ 61.6 million increase representing the estimated expected credit losses for PCD loans as a result of the adoption of CECL on January 1, 2020.
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The following table represents the allocation of the allowance for loan losses and the related loans by loan portfolio segment disaggregated based on the allowance measurement methodology at September 30, 2020 and December 31, 2019.
Commercial
and Industrial Commercial
Real Estate Residential
Mortgage Consumer Total
(in thousands)
September 30, 2020
Allowance for loan losses:
Individually evaluated for credit losses
$ 66,444 $ 2,058 $ 830 $ 1,232 $ 70,564
Collectively evaluated for credit losses
63,965 142,592 27,784 20,127 254,468
Total $ 130,409 $ 144,650 $ 28,614 $ 21,359 $ 325,032
Loans:
Individually evaluated for credit losses
$ 136,696 $ 70,145 $ 35,551 $ 4,019 $ 246,411
Collectively evaluated for credit losses
6,766,649 18,466,217 4,249,044 2,687,265 32,169,175
Total $ 6,903,345 $ 18,536,362 $ 4,284,595 $ 2,691,284 $ 32,415,586
December 31, 2019
Allowance for loan losses:
Individually evaluated for credit losses
$ 36,662 $ 1,338 $ 518 $ 58 $ 38,576
Collectively evaluated for credit losses
67,397 44,335 4,542 6,909 123,183
Total $ 104,059 $ 45,673 $ 5,060 $ 6,967 $ 161,759
Loans:
Individually evaluated for credit losses
$ 100,860 $ 51,242 $ 10,689 $ 853 $ 163,644
Collectively evaluated for credit losses
4,043,123 12,347,368 3,786,253 2,729,221 22,905,965
Loans acquired with discounts related to credit quality
682,014 5,245,149 580,169 122,267 6,629,599
Total $ 4,825,997 $ 17,643,759 $ 4,377,111 $ 2,852,341 $ 29,699,208
Impaired loans . Impaired loans disclosures presented below as of December 31, 2019 represent requirements prior to the adoption of ASU No. 2016-13 on January 1, 2020. Impaired loans, consisting of non-accrual commercial and industrial loans, commercial real estate loans over $ 250 thousand and all loans which were modified in troubled debt restructurings, were individually evaluated for impairment. PCI loans were not classified as impaired loans because they are accounted for on a pool basis and were paying as expected.
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The following table presents information about impaired loans by loan portfolio class at December 31, 2019:
Recorded
Investment
With No
Related
Allowance Recorded
Investment
With
Related
Allowance Total
Recorded
Investment Unpaid
Contractual
Principal
Balance Related
Allowance
(in thousands)
December 31, 2019
Commercial and industrial $ 14,617 $ 86,243 $ 100,860 $ 114,875 $ 36,662
Commercial real estate:
Commercial real estate 26,046 24,842 50,888 51,258 1,338
Construction 354 — 354 354 —
Total commercial real estate loans 26,400 24,842 51,242 51,612 1,338
Residential mortgage 5,836 4,853 10,689 11,800 518
Consumer loans:
Home equity 366 487 853 956 58
Total consumer loans 366 487 853 956 58
Total $ 47,219 $ 116,425 $ 163,644 $ 179,243 $ 38,576
Purchased Credit-Impaired Loans
The table below includes disclosure requirements prior to the adoption of ASU No. 2016-13 on January 1, 2020, and presents the changes in the accretable yield for PCI loans during the three and nine months ended September 30, 2019:
Three Months Ended
September 30, 2019 Nine Months Ended
September 30, 2019
(in thousands)
Balance, beginning of period $ 853,887 $ 875,958
Accretion ( 47,475 ) ( 155,981 )
Net (decrease) increase in expected cash flows ( 58,268 ) 28,167
Balance, end of period $ 748,144 $ 748,144
Note 9. Goodwill and Other Intangible Assets
The changes in the carrying amount of goodwill as allocated to Valley's business segments, or reporting units thereof, for goodwill impairment analysis were:
Business Segment / Reporting Unit*
Wealth
Management Consumer
Lending Commercial
Lending Investment
Management Total
(in thousands)
Balance at December 31, 2019 $ 21,218 $ 306,572 $ 825,767 $ 220,068 $ 1,373,625
Goodwill from business combinations — 121 1,654 9 1,784
Balance at September 30, 2020 $ 21,218 $ 306,693 $ 827,421 $ 220,077 $ 1,375,409
* Valley’s Wealth Management Division is comprised of trust, asset management and insurance services. This reporting unit is included in the Consumer Lending segment for financial reporting purposes.
During the nine months ended September 30, 2020, Valley recorded additional goodwill as set forth in the table above related to the Oritani acquisition, reflecting the effect of the combined adjustments to the fair value of certain loans and deferred tax assets as of the acquisition date. Certain estimates for acquired assets and assumed liabilities are subject to change for up to one year after the acquisition date. See Note 2 for further details.
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During the second quarter 2020, Valley performed the annual goodwill impairment test at its normal assessment date. There was no impairment of goodwill recognized during the three and nine months ended September 30, 2020 and 2019.
The following table summarizes other intangible assets as of September 30, 2020 and December 31, 2019:
Gross
Intangible
Assets Accumulated
Amortization Valuation
Allowance Net
Intangible
Assets
(in thousands)
September 30, 2020
Loan servicing rights $ 100,456 $ ( 77,404 ) $ ( 1,013 ) $ 22,039
Core deposits 101,160 ( 50,472 ) — 50,688
Other 3,945 ( 2,799 ) — 1,146
Total other intangible assets $ 205,561 $ ( 130,675 ) $ ( 1,013 ) $ 73,873
December 31, 2019
Loan servicing rights $ 94,827 $ ( 70,095 ) $ ( 47 ) $ 24,685
Core deposits 101,160 ( 40,384 ) — 60,776
Other 3,945 ( 2,634 ) — 1,311
Total other intangible assets $ 199,932 $ ( 113,113 ) $ ( 47 ) $ 86,772
Loan servicing rights are accounted for using the amortization method. Under this method, Valley amortizes the loan servicing assets over the period of the economic life of the assets arising from estimated net servicing revenues. On a quarterly basis, Valley stratifies its loan servicing assets into groupings based on risk characteristics and assesses each group for impairment based on fair value. Impairment charges on loan servicing rights are recognized in earnings when the book value of a stratified group of loan servicing rights exceeds its estimated fair value. Valley recorded net impairment charges on its loan servicing rights totaling $ 188 thousand and $ 966 thousand for the three and nine months ended September 30, 2020, respectively. Valley recorded net impairment charges on its loan servicing rights totaling $ 64 thousand and net recoveries of impairment charges on its loan servicing rights totaling $ 20 thousand for the three and nine months ended September 30, 2019, respectively. See the “Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis” section of Note 6 for additional information regarding the fair valuation.
Core deposits are amortized using an accelerated method and have a weighted average amortization period of 8.9 years. The line item labeled “Other” included in the table above primarily consists of customer lists and covenants not to compete, which are amortized over their expected lives generally using a straight-line method and have a weighted average amortization period of approximately 7.6 years. Valley evaluates core deposits and other intangibles for impairment when an indication of impairment exists. No impairment was recognized during the three and nine months ended September 30, 2020 and 2019.
The following table presents the estimated future amortization expense of other intangible assets for the remainder of 2020 through 2024:
Loan Servicing
Rights Core
Deposits Other
(in thousands)
2020 $ 1,477 $ 3,275 $ 55
2021 4,980 11,607 206
2022 3,789 9,876 191
2023 2,869 8,146 131
2024 2,205 6,537 117
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Valley recognized amortization expense on other intangible assets, including net impairment (or recovery of impairment) charges on loan servicing rights, totaling approximately $ 6.4 million and $ 4.7 million for the three months ended September 30, 2020 and 2019, respectively, and $ 18.5 million and $ 13.2 million for the nine months ended September 30, 2020 and 2019, respectively.
Note 10. Borrowed Funds
Short-Term Borrowings
Short-term borrowings at September 30, 2020 and December 31, 2019 consisted of the following:
September 30,
2020 December 31,
2019
(in thousands)
FHLB advances $ 1,275,000 $ 940,000
Securities sold under agreements to repurchase 155,726 153,280
Total short-term borrowings $ 1,430,726 $ 1,093,280
The contractual weighted average interest rate for short-term borrowings was 0.44 percent and 1.68 percent at September 30, 2020 and December 31, 2019, respectively. Short-term FHLB advances totaling $ 1.1 billion were hedged with cash flow interest rate swaps during the nine months ended September 30, 2020. See Note 12 for additional details.
Long-Term Borrowings
Long-term borrowings at September 30, 2020 and December 31, 2019 consisted of the following:
September 30,
2020 December 31,
2019
(in thousands)
FHLB advances, net (1)
$ 2,148,633 $ 1,480,012
Subordinated debt, net (2)
403,936 292,414
Securities sold under agreements to repurchase 300,000 350,000
Total long-term borrowings $ 2,852,569 $ 2,122,426
(1) FHLB advances are presented net of unamortized prepayment penalties and other purchase accounting adjustments totaling $ 503 thousand and $ 2.8 million at September 30, 2020 and December 31, 2019, respectively.
(2) Subordinated debt is presented net of unamortized debt issuance costs totaling $ 2.8 million and $ 1.2 million at September 30, 2020 and December 31, 2019, respectively.
FHLB advances. Long-term FHLB advances had a weighted average interest rate of 2.11 percent and 2.23 percent at September 30, 2020 and December 31, 2019, respectively. FHLB advances are secured by pledges of certain eligible collateral, including but not limited to, U.S. government and agency mortgage-backed securities and a blanket assignment of qualifying first lien mortgage loans, consisting of both residential mortgage and commercial real estate loans.
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The long-term FHLB advances at September 30, 2020 are scheduled for contractual balance repayments as follows:
Year Amount
(in thousands)
2020 $ 25,000
2021 994,768
2022 121,420
2023 428,163
2024 300,000
Thereafter 279,785
Total long-term FHLB advances $ 2,149,136
There are no FHLB advances with scheduled repayments in years 2020 and thereafter, reported in the table above, which are callable for early redemption by the FHLB during 2020.
Securities sold under agreements to repurchase (repos). Long-term repos had a weighted average interest rate of 3.33 percent and 1.94 percent at September 30, 2020 and December 31, 2019, respectively. Long-term repos outstanding as of September 30, 2020 have maturities in 2021.
In September 2020, Valley prepaid $ 50 million of long-term institutional repo borrowings with an interest rate of 3.70 percent and an original contractual maturity date in January 2022. The debt prepayment was funded by excess cash liquidity. The transaction was accounted for as an early debt extinguishment resulting in a loss, reported within non-interest expense, of $ 2.4 million for the third quarter 2020.
Subordinated debt. On June 5, 2020, Valley issued $ 115.0 million of 5.25 percent Fixed-to-Floating Rate subordinated notes due June 15, 2030 and callable in whole or in part on or after June 15, 2025 or upon the occurrence of certain events. Interest on the subordinated notes during the initial five year term through June 15, 2025 is payable semi-annually on June 15 and December 15. Thereafter, interest is expected to be set based on Three -Month Term SOFR plus 514 basis points and paid quarterly through maturity of the notes.
Valley also had the following subordinated debt outstanding at September 30, 2020:
• $ 100 million aggregate principal amount of 4.55 percent subordinated notes due June 30, 2025 with no call dates or prepayments allowed except upon the occurrence of certain events;
• $ 125 million aggregate principal amount of 5.125 percent subordinated notes due September 27, 2023 with no call dates or prepayments allowed except upon the occurrence of certain events;
• $ 60 million aggregate principal amount of 6.25 percent subordinated notes due April 1, 2026 that are callable on or after April 1, 2021 or anytime upon the occurrence of certain events.
See Note 11 in Valley’s Annual Report on Form 10-K for the year ended December 31, 2019 for further details.
Note 11. Stock–Based Compensation
Valley currently has one active employee stock plan, the 2016 Long-Term Stock Incentive Plan (the 2016 Stock Plan), adopted by Valley’s Board of Directors on January 29, 2016 and approved by its shareholders on April 28, 2016. The 2016 Stock Plan is administered by the Compensation and Human Resources Committee (the Committee) appointed by Valley's Board of Directors. The Committee can grant awards to officers and key employees of Valley. The primary purpose of the 2016 Stock Plan is to provide additional incentive to officers and key employees of Valley and its subsidiaries, whose substantial contributions are essential to the continued growth and success of Valley, and to attract and retain competent and dedicated officers and other key employees whose efforts will result in the continued and long-term growth of Valley’s business.
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Under the 2016 Stock Plan, Valley may award shares of common stock in the form of stock appreciation rights, both incentive and non-qualified stock options, restricted stock and restricted stock units (RSUs) to its employees and non-employee directors (for acting in their roles as board members). As of September 30, 2020, 3.1 million shares of common stock were available for issuance under the 2016 Stock Plan. The essential features of each award are described in the award agreement relating to that award. The grant, exercise, vesting, settlement or payment of an award may be based upon the fair value of Valley’s common stock on the last sale price reported for Valley’s common stock on such date or the last sale price reported preceding such date, except for performance-based awards with a market condition. The grant date fair values of performance-based awards that vest based on a market condition are determined by a third-party specialist using a Monte Carlo valuation model.
Restricted Stock Units (RSUs). Valley granted 26 thousand and 42 thousand of time-based RSUs during the three months ended September 30, 2020 and 2019, respectively, and 1.2 million and 868 thousand during the nine months ended September 30, 2020 and 2019, respectively. Generally, time-based RSUs vest ratably one-third each year over a three -year vesting period. The average grant date fair value of the RSUs granted during the nine months ended September 30, 2020 and 2019 was $ 10.41 per share and $ 10.43 per share, respectively.
Valley granted 589 thousand and 532 thousand of performance-based RSUs to certain executive officers for the nine months ended September 30, 2020 and 2019, respectively. The performance-based RSU awards include RSUs with vesting conditions based upon certain levels of growth in Valley's tangible book value per share plus dividends and RSUs with vesting conditions based upon Valley's total shareholder return as compared to its peer group. The RSUs “cliff” vest after three years based on the cumulative performance of Valley during that time period. The RSUs earn dividend equivalents (equal to cash dividends paid on Valley's common stock) over the applicable performance period. Dividend equivalents are accumulated and paid to the grantee at the vesting date or forfeited if the performance conditions are not met. The grant date fair value of the RSUs granted during the nine months ended September 30, 2020 and 2019 was $ 10.82 per share and $ 10.43 per share, respectively.
Valley recorded total stock-based compensation expense of $ 4.1 million and $ 3.2 million for the three months ended September 30, 2020 and 2019, respectively, and $ 12.3 million and $ 11.5 million for the nine months ended September 30, 2020 and 2019, respectively. The fair values of stock awards are expensed over the shorter of the vesting or required service period. As of September 30, 2020, the unrecognized amortization expense for all stock-based employee compensation totaled approximately $ 21.3 million and will be recognized over an average remaining vesting period of 1.84 years.
Note 12. Derivative Instruments and Hedging Activities
Valley enters into derivative financial instruments to manage exposures that arise from business activities that result in the payment of future known and uncertain cash amounts, the value of which are determined by interest rates.
Cash Flow Hedges of Interest Rate Risk . Valley’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, Valley uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the payment of either fixed or variable-rate amounts in exchange for the receipt of variable or fixed-rate amounts from a counterparty, respectively.
During the nine months ended September 30, 2020, Valley entered into new interest rate swap agreements designated as cash flow hedges with a total notional amount of $ 1.1 billion. The swaps are intended to hedge the changes in cash flows associated with certain FHLB advances and brokered deposits. Valley is required to pay fixed-rates of interest ranging from 0.05 percent to 0.67 percent and receives variable rates of interest that reset quarterly based on three-month LIBOR. Expiration dates for the swaps range from April 2021 to August 2022.
Fair Value Hedges of Fixed Rate Assets and Liabilities . Valley is exposed to changes in the fair value of certain of its fixed rate assets or liabilities due to changes in benchmark interest rates based on one-month LIBOR. From time to time, Valley has used interest rate swaps to manage its exposure to changes in fair value. Interest rate swaps designated as fair value hedges involve the receipt of variable rate payments from a counterparty in exchange for
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Valley making fixed rate payments over the life of the agreements without the exchange of the underlying notional amount. For derivatives that are designated and qualify as fair value hedges, the gain or loss on the derivative as well as the loss or gain on the hedged item attributable to the hedged risk are recognized in earnings. Valley includes the gain or loss on the hedged items in the same income statement line item as the loss or gain on the related derivatives.
Non-designated Hedges. Derivatives not designated as hedges may be used to manage Valley’s exposure to interest rate movements or to provide service to customers but do not meet the requirements for hedge accounting under U.S. GAAP. Derivatives not designated as hedges are not entered into for speculative purposes.
Valley executes interest rate swaps with commercial lending customers to facilitate their respective risk management strategies. These interest rate swaps with customers are simultaneously offset by interest rate swaps that Valley executes with a third party, such that Valley minimizes its net risk exposure resulting from such transactions. As these interest rate swaps do not meet the strict hedge accounting requirements, changes in the fair value of both the customer swaps and the offsetting swaps are recognized directly in earnings.
Valley sometimes enters into risk participation agreements with external lenders where the banks are sharing their risk of default on the interest rate swaps on participated loans. Valley either pays or receives a fee depending on the participation type. Risk participation agreements are credit derivatives not designated as hedges. Credit derivatives are not speculative and are not used to manage interest rate risk in assets or liabilities. Changes in the fair value in credit derivatives are recognized directly in earnings. At September 30, 2020, Valley h ad 23 cred it swaps with an aggregate notional amount of $ 181.5 million related to risk participation agreements.
At September 30, 2020, Valley had two “steepener” swaps, each with a current notional amount of $ 10.4 million where the receive rate on the swap mirrors the pay rate on the brokered deposits and the rates paid on these types of hybrid instruments are based on a formula derived from the spread between the long and short ends of the constant maturity swap (CMS) rate curve. Although these types of instruments do not meet the hedge accounting requirements, the change in fair value of both the bifurcated derivative and the stand alone swap tend to move in opposite directions with changes in the three-month LIBOR rate and therefore provide an effective economic hedge.
Valley regularly enters into mortgage banking derivatives which are non-designated hedges. These derivatives include interest rate lock commitments provided to customers to fund certain residential mortgage loans to be sold into the secondary market and forward commitments for the future delivery of such loans. Valley enters into forward commitments for the future delivery of residential mortgage loans when interest rate lock commitments are entered into in order to economically hedge the effect of future changes in interest rate on Valley's commitments to fund the loans as well as on its portfolio of mortgage loans held for sale.
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Amounts included in the consolidated statements of financial condition related to the fair value of Valley’s derivative financial instruments were as follows:
September 30, 2020 December 31, 2019
Fair Value Fair Value
Other Assets Other Liabilities Notional Amount Other Assets Other Liabilities Notional Amount
(in thousands)
Derivatives designated as hedging instruments:
Cash flow hedge interest rate swaps
$ — $ 4,233 $ 1,175,000 $ — $ 1,484 $ 180,000
Fair value hedge interest rate swaps — 59 7,079 — 229 7,281
Total derivatives designated as hedging instruments
$ — $ 4,292 $ 1,182,079 $ — $ 1,713 $ 187,281
Derivatives not designated as hedging instruments:
Interest rate swaps and embedded derivatives
$ 455,404 $ 182,741 $ 8,306,557 $ 158,382 $ 42,020 $ 4,113,106
Mortgage banking derivatives 161 3,016 521,418 150 193 142,760
Total derivatives not designated as hedging instruments
$ 455,565 $ 185,757 $ 8,827,975 $ 158,532 $ 42,213 $ 4,255,866
The Chicago Mercantile Exchange and London Clearing House variation margins are classified as a single-unit of account with the fair value of certain cash flow and non-designated derivative instruments. As a result, the fair value of the designated cash flow interest rate swaps assets and designated and non-designated interest rate swaps liabilities were offset by variation margins posted by (with) the applicable counterparties and reported in the table above on a net basis at September 30, 2020 and December 31, 2019 .
Gains and (losses) included in the consolidated statements of income and other comprehensive income, on a pre-tax basis, related to interest rate derivatives designated as hedges of cash flows were as follows:
Three Months Ended
September 30, Nine Months Ended
September 30,
2020 2019 2020 2019
(in thousands)
Amount of loss reclassified from accumulated other comprehensive loss to interest expense $ ( 1,586 ) $ ( 453 ) $ ( 1,763 ) $ ( 1,126 )
Amount of gain (loss) recognized in other comprehensive income 95 108 3,158 ( 1,404 )
The accumulated net after-tax losses related to effective cash flow hedges included in accumulated other comprehensive loss were $ 4.7 million and $ 3.7 million at September 30, 2020 and December 31, 2019, respectively.
Amounts reported in accumulated other comprehensive loss related to cash flow interest rate derivatives are reclassified to interest expense as interest payments are made on the hedged variable interest rate liabilities. Valley estimates that $ 3.8 million will be reclassified as an increase to interest expense over the next 12 months.
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Gains (losses) included in the consolidated statements of income related to interest rate derivatives designated as hedges of fair value were as follows:
Three Months Ended
September 30, Nine Months Ended
September 30,
2020 2019 2020 2019
(in thousands)
Derivative - interest rate swaps:
Interest income $ 88 $ 48 $ 170 $ 121
Hedged item - loans:
Interest income $ ( 88 ) $ ( 48 ) $ ( 170 ) $ ( 121 )
The following table presents the hedged items related to interest rate derivatives designated as hedges of fair value and the cumulative basis fair value adjustment included in the net carrying amount of the hedged items at September 30, 2020 and December 31, 2019.
Line Item in the Statement of Financial Condition in Which the Hedged Item is Included Carrying Amount of the Hedged Asset Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Asset
September 30, 2020 December 31, 2019 September 30, 2020 December 31, 2019
(in thousands)
Loans $ 7,138 $ 7,510 $ 59 $ 229
The net losses (gains) included in the consolidated statements of income related to derivative instruments not designated as hedging instruments were as follows:
Three Months Ended
September 30, Nine Months Ended
September 30,
2020 2019 2020 2019
(in thousands)
Non-designated hedge interest rate swaps and credit derivatives
Other non-interest expense $ 600 $ ( 468 ) $ 2,105 $ ( 1,225 )
Other non-interest income included fee income related to non-designated hedge derivative interest rate swaps (not designated as hedging instruments) executed with commercial loan customers totaling $ 19.2 million and $ 13.9 million for the three months ended September 30, 2020 and 2019, respectively, and $ 48.1 million and $ 23.4 million for the nine months ended September 30, 2020 and 2019, respectively.
Credit Risk Related Contingent Features. By using derivatives, Valley is exposed to credit risk if counterparties to the derivative contracts do not perform as expected. Management attempts to minimize counterparty credit risk through credit approvals, limits, monitoring procedures and obtaining collateral where appropriate. Credit risk exposure associated with derivative contracts is managed at Valley in conjunction with Valley’s consolidated counterparty risk management process. Valley’s counterparties and the risk limits monitored by management are periodically reviewed and approved by the Board of Directors.
Valley has agreements with its derivative counterparties providing that if Valley defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then Valley could also be declared in default on its derivative counterparty agreements. Additionally, Valley has an agreement with several of its derivative counterparties that contains provisions that require Valley’s debt to maintain an investment grade credit rating from each of the major credit rating agencies from which it receives a credit rating. If Valley’s credit rating is reduced below investment grade, or such rating is withdrawn or suspended, then the counterparty could terminate the derivative positions and Valley would be required to settle its obligations under the agreements. As of September 30, 2020, Valley was in compliance with all of the provisions of its derivative counterparty
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agreements. As of September 30, 2020, the fair value of derivatives in a net liability position, which includes accrued interest but excludes any adjustment for nonperformance risk related to these agreements, w as $ 184.1 million. Valley has derivative counterparty agreements that require minimum collateral posting thresholds for certain counterparties.
Note 13. Balance Sheet Offsetting
Certain financial instruments, including interest rate swap derivatives and repurchase agreements (accounted for as secured long-term borrowings), may be eligible for offset in the consolidated balance sheet and/or subject to master netting arrangements or similar agreements. Valley is party to master netting arrangements with its financial institution counterparties; however, Valley does not offset assets and liabilities under these arrangements for financial statement presentation purposes. The master netting arrangements provide for a single net settlement of all swap agreements, as well as collateral, in the event of default on, or termination of, any one contract. Collateral, usually in the form of cash or marketable investment securities, is posted by the counterparty with net liability positions in accordance with contract thresholds (i.e., the threshold for posting collateral is reduced to zero, subject to certain minimum transfer amounts). Master repurchase agreements which include “right of set-off” provisions generally have a legally enforceable right to offset recognized amounts. In such cases, the collateral would be used to settle the fair value of the repurchase agreement should Valley be in default.
The table below presents information about Valley’s financial instruments eligible for offset in the consolidated statements of financial condition as of September 30, 2020 and December 31, 2019.
Gross Amounts Not Offset
Gross Amounts
Recognized Gross Amounts
Offset Net Amounts
Presented Financial
Instruments Cash
Collateral Net
Amount
(in thousands)
September 30, 2020
Assets:
Interest rate swaps $ 455,404 $ — $ 455,404 $ — $ — $ 455,404
Liabilities:
Interest rate swaps $ 187,033 $ — $ 187,033 $ — $ ( 184,050 ) $ 2,983
Repurchase agreements 300,000 — 300,000 ( 300,000 ) * — —
Total $ 487,033 $ — $ 487,033 $ ( 300,000 ) $ ( 184,050 ) $ 2,983
December 31, 2019
Assets:
Interest rate swaps $ 158,382 $ — $ 158,382 $ ( 118 ) $ — $ 158,264
Liabilities:
Interest rate swaps $ 43,733 $ — $ 43,733 $ ( 118 ) $ ( 16,881 ) $ 26,734
Repurchase agreements 350,000 — 350,000 ( 350,000 ) * — —
Total $ 393,733 $ — $ 393,733 $ ( 350,118 ) $ ( 16,881 ) $ 26,734
* Represents the fair value of non-cash pledged investment securities.
Note 14. Tax Credit Investments
Valley’s tax credit investments are primarily related to investments promoting qualified affordable housing projects, and other investments related to community development and renewable energy sources. Some of these tax-advantaged investments support Valley’s regulatory compliance with the Community Reinvestment Act (CRA). Valley’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 of income tax expense.
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Valley’s tax credit investments are carried in other assets on the consolidated statements of financial condition. Valley’s unfunded capital and other commitments related to the tax credit investments are carried in accrued expenses and other liabilities on the consolidated statements of financial condition. Valley recognizes amortization of tax credit investments, including impairment losses, within non-interest expense in the consolidated statements of income using the equity method of accounting. After initial measurement, the carrying amounts of tax credit investments with non-readily determinable fair values are increased to reflect Valley's share of income of the investee and are reduced to reflect its share of losses of the investee, dividends received and impairments, if applicable.
The following table presents the balances of Valley’s affordable housing tax credit investments, other tax credit investments, and related unfunded commitments at September 30, 2020 and December 31, 2019:
September 30,
2020 December 31,
2019
(in thousands)
Other Assets:
Affordable housing tax credit investments, net $ 21,647 $ 25,049
Other tax credit investments, net 49,907 59,081
Total tax credit investments, net
$ 71,554 $ 84,130
Other Liabilities:
Unfunded affordable housing tax credit commitments $ 1,397 $ 1,539
Unfunded other tax credit commitments 1,139 1,139
Total unfunded tax credit commitments $ 2,536 $ 2,678
The following table presents other information relating to Valley’s affordable housing tax credit investments and other tax credit investments for the three and nine months ended September 30, 2020 and 2019:
Three Months Ended
September 30, Nine Months Ended
September 30,
2020 2019 2020 2019
(in thousands)
Components of Income Tax Expense:
Affordable housing tax credits and other tax benefits $ 1,352 $ 1,666 $ 3,979 $ 5,087
Other tax credit investment credits and tax benefits 1,727 1,902 5,567 6,863
Total reduction in income tax expense
$ 3,079 $ 3,568 $ 9,546 $ 11,950
Amortization of Tax Credit Investments:
Affordable housing tax credit investment losses $ 642 $ 530 $ 1,733 $ 1,796
Affordable housing tax credit investment impairment losses
585 857 1,668 2,381
Other tax credit investment losses 12 1,093 1,235 4,589
Other tax credit investment impairment losses 1,520 1,905 4,767 7,655
Total amortization of tax credit investments recorded in non-interest expense
$ 2,759 $ 4,385 $ 9,403 $ 16,421
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Note 15. Business Segments
Valley has four business segments that it monitors and reports on to manage Valley’s business operations. These segments are consumer lending, commercial lending, investment management, and corporate and other adjustments. Valley’s reportable segments have been determined based upon its internal structure of operations and lines of business. Each business segment is reviewed routinely for its asset growth, contribution to income before income taxes and return on average interest earning assets and impairment (if events or circumstances indicate a possible inability to realize the carrying amount). Expenses related to the branch network, all other components of retail banking, along with the back office departments of the Bank are allocated from the corporate and other adjustments segment to each of the other three business segments. Interest expense and internal transfer expense (for general corporate expenses) are allocated to each business segment utilizing a transfer pricing methodology, which involves the allocation of operating and funding costs based on each segment's respective mix of average earning assets and/or liabilities outstanding for the period. The financial reporting for each segment contains allocations and reporting in line with Valley’s operations, which may not necessarily be comparable to any other financial institution. The accounting for each segment includes internal accounting policies designed to measure consistent and reasonable financial reporting and may result in income and expense measurements that differ from amounts under U.S. GAAP. Furthermore, changes in management structure or allocation methodologies and procedures may result in changes in reported segment financial data.
The following tables represent the financial data for Valley’s four business segments for the three and nine months ended September 30, 2020 and 2019:
Three Months Ended September 30, 2020
Consumer
Lending Commercial
Lending Investment
Management Corporate
and Other
Adjustments Total
($ in thousands)
Average interest earning assets
$ 7,126,157 $ 25,389,107 $ 5,252,446 $ — $ 37,767,710
Interest income $ 63,956 $ 251,920 $ 22,513 $ ( 1,046 ) $ 337,343
Interest expense 9,048 33,330 6,728 5,151 54,257
Net interest income (loss) 54,908 218,590 15,785 ( 6,197 ) 283,086
Provision for credit losses 5,383 25,637 ( 112 ) — 30,908
Net interest income (loss) after provision for credit losses
49,525 192,953 15,897 ( 6,197 ) 252,178
Non-interest income 23,531 20,421 ( 1,304 ) 6,624 49,272
Non-interest expense 19,877 25,633 ( 186 ) 114,861 160,185
Internal expense transfer 18,614 66,390 13,713 ( 98,717 ) —
Income (loss) before income taxes $ 34,565 $ 121,351 $ 1,066 $ ( 15,717 ) $ 141,265
Return on average interest earning assets (pre-tax)
1.94 % 1.91 % 0.08 % N/A 1.50 %
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Three Months Ended September 30, 2019
Consumer
Lending Commercial
Lending Investment
Management Corporate
and Other
Adjustments Total
($ in thousands)
Average interest earning assets
$ 6,858,216 $ 19,278,529 $ 4,357,824 $ — $ 30,494,569
Interest income $ 68,253 $ 230,183 $ 31,999 $ ( 1,174 ) $ 329,261
Interest expense 23,552 66,209 14,965 3,910 108,636
Net interest income (loss) 44,701 163,974 17,034 ( 5,084 ) 220,625
Provision for credit losses 2,003 6,697 — — 8,700
Net interest income (loss) after provision for credit losses
42,698 157,277 17,034 ( 5,084 ) 211,925
Non-interest income 15,108 15,057 2,687 8,298 41,150
Non-interest expense 19,748 25,161 381 100,587 145,877
Internal expense transfer 19,758 55,544 12,559 ( 87,861 ) —
Income (loss) before income taxes $ 18,300 $ 91,629 $ 6,781 $ ( 9,512 ) $ 107,198
Return on average interest earning assets (pre-tax)
1.07 % 1.90 % 0.62 % N/A 1.41 %
Nine Months Ended September 30, 2020
Consumer
Lending Commercial
Lending Investment
Management Corporate
and Other
Adjustments Total
($ in thousands)
Average interest earning assets
$ 7,187,839 $ 24,334,429 $ 5,221,538 $ — $ 36,743,806
Interest income $ 199,018 $ 771,947 $ 81,905 $ ( 3,209 ) $ 1,049,661
Interest expense 40,217 136,156 29,216 13,088 218,677
Net interest income (loss) 158,801 635,791 52,689 ( 16,297 ) 830,984
Provision for credit losses 15,274 90,785 688 — 106,747
Net interest income (loss) after provision for credit losses
143,527 545,006 52,001 ( 16,297 ) 724,237
Non-interest income 55,383 52,192 7,661 20,263 135,499
Non-interest expense 60,188 73,041 843 338,935 473,007
Internal expense transfer 58,355 197,444 42,393 ( 298,192 ) —
Income (loss) before income taxes $ 80,367 $ 326,713 $ 16,426 $ ( 36,777 ) $ 386,729
Return on average interest earning assets (pre-tax)
1.49 % 1.79 % 0.42 % N/A 1.40 %
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Nine Months Ended September 30, 2019
Consumer
Lending Commercial
Lending Investment
Management Corporate
and Other
Adjustments Total
($ in thousands)
Average interest earning assets
$ 6,812,001 $ 18,839,194 $ 4,330,504 $ — $ 29,981,699
Interest income $ 203,897 $ 679,833 $ 97,189 $ ( 3,692 ) $ 977,227
Interest expense 69,504 192,221 44,185 11,810 317,720
Net interest income (loss) 134,393 487,612 53,004 ( 15,502 ) 659,507
Provision for credit losses 4,986 13,814 — — 18,800
Net interest income (loss) after provision for credit losses
129,407 473,798 53,004 ( 15,502 ) 640,707
Non-interest income 41,927 29,527 7,365 97,607 176,426
Non-interest expense 56,845 76,729 684 301,151 435,409
Internal expense transfer 58,476 161,803 37,245 ( 257,524 ) —
Income (loss) before income taxes $ 56,013 $ 264,793 $ 22,440 $ 38,478 $ 381,724
Return on average interest earning assets (pre-tax)
1.10 % 1.87 % 0.69 % N/A 1.70 %
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.