Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark one)
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2021
or
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 001-38955
HarborOne Bancorp, Inc.
(Exact name of registrant as specified in its charter)
Massachusetts
81-1607465
(State or other jurisdiction ofincorporation or organization)
(I.R.S. EmployerIdentification No.)
770 Oak Street, Brockton, Massachusetts
02301
(Address of principal executive offices)
(Zip Code)
(508) 895-1000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act
Title of each Class
Trading Symbol
Name of each exchange on which registered
Common Stock, $0.01 par value
HONE
The NASDAQ Stock Market, LLC
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer ☐
Accelerated filer ☒
Non-accelerated filer ☐
Smaller reporting company ☐
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
As of July 30, 2021, there were 55,150,069 shares of the Registrant’s common stock, par value $0.01 per share, outstanding
Index
PAGE
PART I.
FINANCIAL INFORMATION
ITEM 1.
Financial Statements
Consolidated Balance Sheets as of June 30, 2021 and December 31, 2020 (unaudited)
1
Consolidated Statements of Income for the Three and Six Months Ended June 30, 2021 and 2020 (unaudited)
2
Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2021 and 2020 (unaudited)
3
Consolidated Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended June 31, 2021 and 2020 (unaudited)
4
Consolidated Statements of Cash Flows for the Six Months Ended June 31, 2021 and 2020 (unaudited)
6
Notes to Consolidated Financial Statements (unaudited)
8
ITEM 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
45
ITEM 3.
Quantitative and Qualitative Disclosures about Market Risk
71
ITEM 4.
Controls and Procedures
PART II.
OTHER INFORMATION
Legal Proceedings
72
ITEM 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
73
Defaults Upon Senior Securities
Mine Safety Disclosures
ITEM 5.
Other Information
ITEM 6.
Exhibits
74
EXHIBIT INDEX
SIGNATURE
75
Consolidated Balance Sheets (unaudited)
June 30,
December 31,
(in thousands, except share data)
2021
2020
Assets
Cash and due from banks
$
41,328
31,777
Short-term investments
374,319
174,093
Total cash and cash equivalents
415,647
205,870
Securities available for sale, at fair value
353,848
276,498
Federal Home Loan Bank stock, at cost
7,241
8,738
Loans held for sale, at fair value
103,886
208,612
Loans
3,419,737
3,494,642
Less: Allowance for loan losses
(51,273)
(55,395)
Net loans
3,368,464
3,439,247
Accrued interest receivable
11,058
11,874
Other real estate owned and repossessed assets
298
595
Mortgage servicing rights, at fair value
35,955
24,833
Property and equipment, net
51,504
49,580
Retirement plan annuities
13,957
13,747
Bank-owned life insurance
88,951
87,950
Goodwill
69,802
Intangible assets
3,723
4,370
Other assets
92,088
81,899
Total assets
4,616,422
4,483,615
Liabilities and Stockholders' Equity
Deposits:
Demand deposit accounts
800,118
689,672
NOW accounts
250,099
218,584
Regular savings and club accounts
1,123,123
998,994
Money market deposit accounts
832,006
866,661
Term certificate accounts
682,594
732,298
Total deposits
3,687,940
3,506,209
Short-term borrowed funds
—
35,000
Long-term borrowed funds
87,479
114,097
Subordinated debt
34,096
34,033
Mortgagors' escrow accounts
8,284
7,736
Accrued interest payable
917
1,262
Other liabilities and accrued expenses
92,235
88,964
Total liabilities
3,910,951
3,787,301
Commitments and contingencies (Notes 9 and 10)
Common stock, $0.01 par value; 150,000,000 shares authorized; 59,086,187 and 58,834,970 shares issued; 55,735,623 and 57,205,458 shares outstanding at June 30, 2021 and December 31, 2020, respectively
585
584
Additional paid-in capital
467,194
464,176
Retained earnings
305,831
277,312
Treasury stock, at cost, 3,350,564 and 1,629,512 shares at June 30, 2021 and December 31, 2020, respectively
(38,588)
(16,644)
Accumulated other comprehensive income
829
2,185
Unearned compensation - ESOP
(30,380)
(31,299)
Total stockholders' equity
705,471
696,314
Total liabilities and stockholders' equity
The accompanying notes are an integral part of these unaudited interim Consolidated Financial Statements.
Consolidated Statements of Income (unaudited)
Three Months Ended June 30,
Six Months Ended June 30,
Interest and dividend income:
Interest and fees on loans
34,106
33,970
67,966
67,995
Interest on loans held for sale
852
988
2,176
1,565
Interest on taxable securities
793
1,392
1,378
3,134
Interest on non-taxable securities
32
98
Other interest and dividend income
136
239
214
998
Total interest and dividend income
35,887
36,621
71,734
73,790
Interest expense:
Interest on deposits
2,302
5,805
5,022
14,498
Interest on FHLB borrowings
531
845
1,083
2,098
Interest on subordinated debentures
524
1,047
Total interest expense
3,357
7,174
7,152
17,643
Net interest and dividend income
32,530
29,447
64,582
56,147
Provision (credit) for loan losses
(4,286)
10,004
(4,195)
13,753
Net interest and dividend income, after provision (credit) for loan losses
36,816
19,443
68,777
42,394
Noninterest income:
Mortgage banking income:
Gain on sale of mortgage loans
14,262
30,862
39,064
43,140
Changes in mortgage servicing rights fair value
(2,552)
(1,111)
857
(5,498)
Other
4,075
4,049
8,590
6,392
Total mortgage banking income
15,785
33,800
48,511
44,034
Deposit account fees
4,546
2,969
8,398
6,900
Income on retirement plan annuities
106
103
210
204
Gain on sale and call of securities, net
2,533
Bank-owned life insurance income
508
554
1,001
1,105
Other income
758
1,143
2,439
Total noninterest income
21,703
38,577
59,512
57,215
Noninterest expense:
Compensation and benefits
25,146
27,469
52,600
48,654
Occupancy and equipment
4,702
4,152
9,958
8,715
Data processing
2,362
2,277
4,705
4,457
Loan expenses
1,250
2,702
3,685
3,955
Marketing
831
1,057
1,644
1,933
Deposit expenses
338
461
778
960
Postage and printing
418
435
819
931
Professional fees
1,487
1,518
3,070
2,746
Foreclosed and repossessed assets
(47)
13
(24)
138
Deposit insurance
332
279
652
550
Other expenses
1,779
3,414
3,513
5,898
Total noninterest expense
38,598
43,777
81,400
78,937
Income before income taxes
19,921
14,243
46,889
20,672
Income tax provision
5,645
3,668
13,221
5,373
Net income
14,276
10,575
33,668
15,299
Earnings per common share:
Basic
0.28
0.19
0.65
Diluted
0.27
0.64
Weighted average shares outstanding:
51,778,293
54,450,146
52,155,754
54,421,306
52,650,071
52,823,354
Consolidated Statements of Comprehensive Income (unaudited)
(in thousands)
Other comprehensive income:
Unrealized gain/loss on cash flow hedge:
Unrealized holding (losses) gains
(363)
(1,613)
1,370
Reclassification adjustment for net losses (gains) included in net income
121
(149)
233
Net change in unrealized (losses) gains on derivatives in cash flow hedging instruments
(242)
(1,762)
1,603
Related tax effect
68
493
(448)
Net-of-tax amount
(174)
(1,269)
1,155
Unrealized gain/loss on securities available for sale:
Unrealized holding gains (losses)
1,493
(471)
(3,220)
5,547
Reclassification of unrealized gain on securities transferred to available for sale
522
Reclassification adjustment for net realized gains
(8)
(2,533)
Net unrealized gains (losses)
(479)
3,536
(330)
387
709
(850)
1,163
(92)
(2,511)
2,686
Total other comprehensive income (loss)
989
(1,361)
(1,356)
1,417
Comprehensive income
15,265
9,214
32,312
16,716
Consolidated Statements of Changes in Stockholders’ Equity (unaudited)
Accumulated
Common Stock
Additional
Treasury
Unearned
Total
Outstanding
Paid-in
Retained
Stock,
Comprehensive
Compensation
Stockholders'
Shares
Amount
Capital
Earnings
at Cost
Income (Loss)
- ESOP
Equity
Balance at March 31, 2020
54,418,021
461,616
242,080
(721)
4,258
(32,678)
675,139
Dividends declared of $0.03 per share
(1,623)
ESOP shares committed to be released (57,681 shares)
460
462
Share-based compensation expense
1,263
Balance at June 30, 2020
462,881
251,032
2,897
(32,218)
684,455
Balance at March 31, 2021
56,228,762
465,832
294,116
(31,460)
(160)
(30,840)
698,073
Comprehensive income (loss)
Dividends declared of $0.05 per share
(2,561)
373
833
Treasury stock purchased
(493,139)
(7,128)
Balance at June 30, 2021
55,735,623
Balance at December 31, 2019
460,232
237,356
1,480
(33,137)
665,794
ESOP shares committed to be released (115,362 shares)
123
919
1,042
2,526
Balance at December 31, 2020
57,205,458
Comprehensive income(loss)
Dividends declared of $0.10 per share
(5,149)
615
1,534
Restricted stock awards granted
188,377
1,761
Stock option exercised
62,840
642
643
(1,721,052)
(21,944)
5
Consolidated Statements of Cash Flows (unaudited)
Cash flows from operating activities:
Adjustments to reconcile net income to net cash used by operating activities:
Net amortization of securities premiums/discounts
2,363
668
Proceeds from sale of loans
1,329,424
982,423
Loans originated for sale
(1,191,730)
(987,631)
Net (accretion) amortization of net deferred loan costs/fees and premiums
(903)
811
Depreciation and amortization of premises and equipment
2,353
1,985
Change in mortgage servicing rights fair value
(857)
5,498
Mortgage servicing rights capitalized
(10,265)
(4,475)
Accretion of fair value adjustment on loans and deposits, net
(2,189)
(1,466)
Amortization of other intangible assets
647
894
Amortization of subordinated debt issuance costs
63
Net gains on mortgage loan sales, including fair value adjustments
(32,968)
(43,140)
(1,001)
(1,105)
(210)
(204)
Net loss on disposal of premises and equipment
110
Net (gain) loss on sale and write-down of other real estate owned and repossessed assets
(9)
56
ESOP expense
Increase in operating lease right-of-use assets
(2,648)
Increase in operating lease liabilities
2,959
Change in other assets
16,923
(35,637)
Change in other liabilities
(22,475)
28,847
Net cash provided (used) by operating activities
122,244
(22,216)
Cash flows from investing activities:
Activity in securities available for sale:
Maturities, prepayments and calls
88,604
36,453
Purchases
(171,537)
(100,682)
Sales
67,574
Activity in securities held to maturity:
Maturities, prepayment and calls
432
4,759
Net redemption of FHLB stock
1,497
1,335
Participation-in loan purchases
(16,742)
(8,162)
Net loan payments (originations)
94,520
(295,427)
Proceeds from sale of other real estate owned and repossessed assets
864
Additions to property and equipment
(4,277)
(1,939)
Net cash used by investing activities
(7,071)
(295,062)
(continued)
Cash flows from financing activities:
Net increase in deposits
181,464
365,406
Net change in short-term borrowed funds
(35,000)
17,000
Proceeds from other borrowed funds and subordinated debt
3,400
40,000
Repayment of other borrowed funds
(30,018)
(70,018)
Net change in mortgagors' escrow accounts
548
2,246
Proceeds from exercise of stock options
Dividends paid
(4,489)
Net cash provided by financing activities
94,604
354,634
Net change in cash and cash equivalents
209,777
37,356
Cash and cash equivalents at beginning of period
211,616
Cash and cash equivalents at end of period
248,972
Supplemental cash flow information:
Interest paid on deposits
5,026
14,808
Interest paid on borrowed funds
2,194
3,276
Income taxes paid, net
10,649
5,625
Transfer of loans to other real estate owned and repossessed assets
558
469
Transfer of securities held to maturity to available for sale, fair value
22,051
Dividends declared
5,149
1,623
Supplemental disclosure related to adoption of ASU 2016-02, detailed in Note 1:
ROU asset
23,189
Operating lease liabilities
24,370
7
1.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Consolidation
The unaudited interim Consolidated Financial Statements of HarborOne Bancorp, Inc. (the “Company”) presented herein have been prepared pursuant to the rules of the Securities and Exchange Commission (“SEC”) for quarterly reports on Form 10-Q and do not include all of the information and note disclosures required by the U.S. generally accepted accounting principles (“GAAP”). In the opinion of management, all adjustments and disclosures considered necessary for the fair presentation of the accompanying Consolidated Financial Statements have been included. Interim results are not necessarily reflective of the results of the entire year. The accompanying unaudited interim Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements for the year ended December 31, 2020 and 2019 and notes thereto included in the Company’s Annual Report on Form 10-K.
The unaudited interim Consolidated Financial Statements include the accounts of the Company; the Company’s subsidiaries, Legion Parkway Company LLC, a security corporation and HarborOne Bank (the “Bank”); and the Bank’s wholly-owned subsidiaries, which consist of HarborOne Mortgage, LLC (“HarborOne Mortgage”), a passive investment corporation, and two security corporations. The passive investment corporation maintains and manages certain assets of the Bank. The security corporations were established for the purpose of buying, holding and selling securities on their own behalf. All significant intercompany balances and transactions have been eliminated in consolidation.
Certain prior year amounts have been reclassified to conform to the current year financial statement presentation. These changes and reclassifications did not impact previously reported net income or comprehensive income.
Nature of Operations
The Company provides a variety of financial services to individuals and businesses through its 27 full-service branches in Massachusetts and Rhode Island, and commercial lending offices in each of Boston, Massachusetts and Providence, Rhode Island. HarborOne Mortgage maintains more than 30 offices in Massachusetts, Rhode Island, New Hampshire, and Maine and is licensed to lend in six additional states.
The Company’s primary deposit products are checking, money market, savings and term certificate of deposit accounts, while its primary lending products are commercial real estate, commercial, residential mortgages, home equity, and consumer loans. The Company also originates, sells and services residential mortgage loans through HarborOne Mortgage.
Risks and Uncertainties
We continue to monitor the impact of the COVID-19 pandemic on the regional economies in which we operate and the long-term ramifications to our customers and operations. Within our markets, vaccinations are readily available, and widely accepted, infection rates are relatively low among the vaccinated population, and many restrictions on businesses have been lifted. However, the lasting effects of government aid programs are relatively unknown as stimulus packages begin to taper, and the ultimate ramifications of the business shutdowns that occurred as a result of COVID-19 are uncertain in many sectors of the economy. The potential impact of COVID-19 variants remains unknown at this time.
The fiscal stimulus and relief programs have been an effective mitigant to credit losses in the near term and significant progress has been made in combating COVID-19; however, once these programs are discontinued, the severity of potential losses is uncertain and depends on numerous factors and future developments. And while macroeconomic conditions have stabilized as of June 30, 2021, if there is a resurgence in the virus, the Company could experience a material adverse effect on its business, financial condition, results of operations and cash flows. Effects may include:
Summary of Significant Accounting Policies and Recently Adopted Accounting Standards Updates (“ASU”)
As an “emerging growth company”, as defined in Title 1 of the Jumpstart Our Business Startups (“JOBS”) Act, the Company has elected to use the extended transition period to delay the adoption of new or reissued accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company’s emerging growth company status is scheduled to end December 31, 2021 unless a triggering event occurs sooner.
Significant accounting policies in effect and disclosed within the Company’s most recent audited consolidated financial statements as of December 31, 2020 remain substantially unchanged with the exception of the accounting policy for leases as a result of adopting ASU 2016-02, Leases (Topic 842) and subsequent related updates (collectively ASU 2016-02) as described below.
The Company adopted ASU 2016-02 on January 1, 2021, which requires lessees to recognize most leases on their balance sheet. Lessor accounting is largely unchanged. ASU 2016-02 requires both quantitative and qualitative disclosures regarding key information about lease arrangements from both lessees and lessors. The Company elected the effective date transition method utilizing the adoption date as the first date of application of the revised guidance. As a result, prior period amounts have not been restated. Upon adoption, the Company elected certain transitional practical expedients offered through the guidance, including the “package of practical expedients” whereby it did not reassess (i) whether any expired or existing contracts contain leases, (ii) the lease classification of any expired or existing leases, and (iii) initial direct costs for any existing leases, which resulted in the Company not recognizing a cumulative effect adjustment to retained earnings. Management evaluated the leasing contracts and activities and developed methodologies and processes to estimate and account for the right-of-use (“ROU”) assets and lease liabilities for building leases based on the present value of future lease payments. On January 1, 2021, the Company recorded ROU assets, included in other assets, and lease liabilities, included in other liabilities, totaling $23.2 million and $24.4 million, respectively. The impact to capital ratios as a result of increased risk-weighted assets was immaterial. The adoption of this guidance did not result in a material change to lessee expense recognition.
9
The Company is committed to rent premises and equipment used in business operations under non-cancelable operating leases and determines if an arrangement meets the definition of a lease upon inception. Leases that transfer substantially all of the benefits and risks of ownership to the Company are classified as finance leases, while all others are classified as operating leases. At lease commencement, a lease liability and ROU asset are calculated and recognized on both types of leases. The lease liability is equal to the present value of the future minimum lease payments. The ROU asset is equal to the lease liability, plus any initial direct costs and prepaid lease payments, less any lessor incentives received. Operating lease ROU assets are included in other assets and finance lease ROU assets are included in premises and equipment, net. The Company’s leases do not provide an implicit interest rate; therefore, the Company used the appropriate Federal Home Loan Bank (“FHLB”) term rate commensurate with the underlying lease terms to determine the present value of operating lease liabilities. The lease term used in the calculation includes any options to extend that the Company is reasonably certain to exercise, determined on a lease-by-lease basis. Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term.
At June 30, 2021, the Company had no finance lease ROU assets or lease liabilities. For operating leases, total lease cost is comprised of lease expense, short-term lease cost, and variable lease cost. Lease expense includes future minimum lease payments, which are recognized on a straight-line basis over the lease term, as well as common area maintenance charges, real estate taxes, insurance and other expenses, where applicable, which are expensed as incurred. Total lease cost for operating leases is recorded in occupancy and equipment noninterest expense. See Note 11, Operating Lease Right-of-Use Assets and Liabilities, for further information.
The Company also adopted the following ASU on January 1, 2021, which did not have a material impact on the Company’s Consolidated Financial Statements:
ASU 2017-12, Derivatives and Hedging (Topic 815), Targeted Improvements to Accounting for Hedging Activities. This guidance provides better alignment of financial reporting for hedging activities with the economic objectives of those activities. ASU 2017-12 also permitted the reclassification of eligible securities from the held-to-maturity classification to the available for sale classification. The Company did not reclassify investment securities from held to maturity to available for sale upon the original adoption of the amendments.
ASUs not yet Adopted
ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This guidance provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. These provisions apply to contract modifications that reference the London InterBank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. Qualifying modifications of loan agreements should be accounted for by prospectively adjusting the effective interest rate and the modification would be considered “minor” so that any existing unamortized deferred loan origination fees and costs would carry forward and continue to be amortized. Qualifying modifications of lease agreements should be accounted for as a continuation of the existing agreement with no reassessments of the lease classification and the discount rate or remeasurements of lease payments that otherwise would be required for modifications not accounted for as separate contracts. ASU 2020-04 also provides numerous optional expedients for hedge accounting. ASU 2020-04 is effective as of March 12, 2020 through December 31, 2022, with adoption permitted as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. Once elected, the amendments must be applied prospectively for all eligible contract modifications. The Company has formed a cross functional working group and is currently evaluating the effect that this ASU will have on the Company’s consolidated financial statements.
ASU No. 2019-12, Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes. The amendments in this ASU are intended to simplify the accounting for income taxes. ASU 2019-12 is effective for public companies for fiscal years beginning after December 15, 2020, with early adoption permitted. For all other entities the guidance is effective for fiscal years beginning after December 15, 2021. Certain provisions under ASU 2019-12 require prospective application, some require modified retrospective application through a cumulative-effect adjustment to retained earnings as of the beginning of the year of adoption, while other provisions require retrospective application to all periods presented
10
in the consolidated financial statements upon adoption. The Company expects to adopt ASU 2019-12 on December 31, 2021 and it is not expected to have a material impact on the Company’s consolidated financial statements.
ASU 2016-13, Financial Instruments—Credit Losses (Topic 326). Commonly referred to as “CECL,” this guidance requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Entities will now use forward-looking information to better form their credit loss estimates. The ASU also requires enhanced disclosures to help financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entity’s portfolio. For public entities that are SEC filers, this ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. For non-public entities, this ASU is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early application will be permitted for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. With the passage of the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), the option to delay CECL was provided until the earlier of the national health emergency being declared over or December 31, 2020. The Consolidated Appropriations Act passed on December 27, 2020 provided the option of postponing adoption of the standard until the earlier of the end of the national emergency declaration related to the COVID-19 pandemic or December 31, 2022. The Company continues to evaluate the impact of this ASU on the consolidated financial statements and disclosures. The Company has formed a cross functional working group and selected a third-party vendor to assist with the application of this ASU. The working group has an implementation plan which includes assessment and documentation of processes, internal controls, data sources and model development and documentation. The working group has met key milestones within the implementation plan and the Company expects to adopt the ASU on January 1, 2022.
11
2.
DEBT SECURITIES
The amortized cost and fair value of securities with gross unrealized gains and losses is as follows:
Gross
Amortized
Unrealized
Fair
Cost
Gains
Losses
Value
June 30, 2021:
Securities available for sale
U.S. government and government-sponsored enterprise obligations
15,000
14
22
14,992
U.S. government agency and government-sponsored residential mortgage-backed securities
316,699
1,942
1,936
316,705
U.S. government-sponsored collateralized mortgage obligations
7,041
7,245
SBA asset-backed securities
14,226
680
14,906
Total securities available for sale
352,966
2,840
1,958
December 31, 2020:
5,002
93
5,095
234,819
3,113
305
237,627
16,326
330
16,656
16,249
871
17,120
272,396
4,407
In February 2020, with the intention to reduce credit risk in the investment portfolio and to support the Bank’s credit risk policy, the Bank executed the sale of six held-to-maturity investments. The securities had a total amortized cost of $4.5 million and a $357,000 gain on sale was recorded during the three months ended March 31, 2020. As a result, the remaining held to maturity securities, with an amortized cost of $21.5 million and an unrealized gain of approximately $522,000, were transferred to the available for sale category at a fair value of $22.1 million.
Twenty-one mortgage-backed securities with a combined fair value of $27.4 million are pledged as collateral for interest rate swap agreements as of June 30, 2021 (see Note 10). Twenty-six mortgage-backed securities with a combined fair value of $40.3 million were pledged as collateral for interest rate swap agreements as of December 31, 2020.
12
The amortized cost and fair value of debt securities by contractual maturity at June 30, 2021 is as follows:
Available for Sale
After 1 year through 5 years
After 5 years through 10 years
Over 10 years
U.S. government-sponsored residential mortgage-backed securities, collateralized mortgage obligations and securities whose underlying assets are loans from the SBA have stated maturities of 1 year to 30 years; however, it is expected that such securities will have shorter actual lives due to prepayments. U.S. government and government-sponsored enterprise obligations are callable at the discretion of the issuer. The U.S. government and government-sponsored enterprise obligations with a total fair value of $15.0 million have a final maturity of 8 years and a call feature of 2 months to 2 years. At June 30, 2021 there were no holdings of securities of any one issuer, other than the U.S. government and its agencies, in an amount greater than 10% of shareholder equity.
The following table shows proceeds and gross realized gains and losses related to the sales and calls of securities for the periods indicated:
Proceeds
1,604
72,333
Gross gains
2,521
Gross losses
Calls
4,968
6,635
Information pertaining to securities with gross unrealized losses at June 30, 2021 and December 31, 2020 aggregated by investment category and length of time that individual securities have been in a continuous loss position follows:
Less Than Twelve Months
Twelve Months and Over
9,978
1,811
136,292
125
11,060
1,833
146,270
283
67,460
Management evaluates securities for other-than-temporary impairment (“OTTI”) at each reporting period, and more frequently when economic or market concerns warrant such evaluation.
As of June 30, 2021, the Company’s security portfolio consisted of 114 debt securities, 39 of which were in an unrealized loss position. The unrealized losses are primarily related to the Company’s mortgage-backed securities and were issued by U.S. government-sponsored entities and agencies.
Because the decline in fair value is attributable to changes in interest rates and illiquidity, and not credit quality, and because the Company does not have the intent to sell these securities and it is likely that it will not be required to sell the securities before their anticipated recovery, the Company does not consider these securities to be other-than-temporarily impaired at June 30, 2021.
3.
LOANS HELD FOR SALE
The following table provides the fair value and contractual principal balance outstanding of loans held for sale accounted for under the fair value option:
Loans held for sale, fair value
Loans held for sale, contractual principal outstanding
100,354
198,984
Fair value less unpaid principal balance
3,532
9,628
The Company has elected the fair value option for mortgage loans held for sale to better match changes in fair value of the loans with changes in the fair value of the forward sale commitment contracts used to economically hedge them. Changes in fair value of mortgage loans held for sale accounted for under the fair value option election amounted to a decrease of $6.1 million in the six months ended June 30, 2021 to $3.5 million, compared to an increase of $4.0 million in the six months ended June 30, 2020. These amounts are offset in earnings by the changes in fair value of forward sale
commitments. The changes in fair value are reported as a component of gain on sale of mortgage loans in the Unaudited Consolidated Statements of Income.
At June 30, 2021 and December 31, 2020, there were no loans held for sale that were greater than 90 days past due.
4.
LOANS
A summary of the balances of loans follows:
Residential real estate:
One- to four-family
927,782
928,934
Second mortgages and equity lines of credit
134,688
145,672
Residential real estate construction
33,900
31,217
1,096,370
1,105,823
Commercial:
Commercial real estate
1,561,873
1,551,265
Commercial construction
107,585
99,331
Commercial and industrial
467,479
464,393
Total commercial loans
2,136,937
2,114,989
Consumer loans:
Auto
179,135
265,266
Personal
7,295
8,564
Total consumer loans
186,430
273,830
Total loans
Allowance for loan losses
Loans, net
As of June 30, 2021 and December 31, 2020, the commercial and industrial loans include $105.2 million and $126.5 million, respectively, of PPP loans and $4.1 million and $2.7 million, respectively, of deferred fees on the PPP loans. PPP loans are fully guaranteed by the U.S. government.
The Company has transferred a portion of its originated commercial real estate loans to participating lenders. The amounts transferred have been accounted for as sales and are therefore not included in the Company’s accompanying unaudited interim Consolidated Balance Sheets. The Company and participating lenders share ratably in cash flows and any gains or losses that may result from a borrower’s lack of compliance with contractual terms of the loan. The Company continues to service the loans on behalf of the participating lenders and, as such, collects cash payments from the borrowers, remits payments to participating lenders and disburses required escrow funds to relevant parties. At June 30, 2021 and December 31, 2020, the Company was servicing loans for participants in the aggregate amount of $294.6 million and $284.2 million, respectively.
15
Acquired Loans
The loans acquired in the merger with Coastway Bancorp, Inc. included $5.4 million in purchased credit impaired (“PCI”) loans. PCI loans were primarily residential real estate loans. The following table provides certain information pertaining to PCI loans:
Outstanding balance
3,982
4,307
Carrying amount
3,768
4,079
The following table summarizes activity in the accretable yield for PCI loans:
Balance at beginning of period
147
141
149
Additions
Accretion
(2)
(5)
(4)
Reclassification from nonaccretable difference
Balance at end of period
145
The following is the activity in the allowance for loan losses for the three and six months ended June 30, 2021 and 2020:
Residential
Commercial
Real Estate
Construction
and Industrial
Consumer
Unallocated
3,177
14,642
2,522
2,740
1,484
1,824
26,389
2,598
3,747
693
1,102
808
1,056
Charge-offs
(52)
(280)
(126)
(458)
Recoveries
134
38
172
5,857
18,389
3,215
3,562
2,204
2,880
36,107
7,269
34,987
2,237
6,627
2,064
2,200
55,384
(1,984)
(300)
1,422
(1,239)
(201)
(12)
(31)
(43)
59
218
5,434
32,991
1,937
8,059
853
1,999
51,273
16
3,178
12,875
2,977
1,010
1,494
24,060
2,549
6,687
689
943
1,499
1,386
(1,174)
(577)
(379)
(2,182)
182
219
476
7,419
34,765
1,955
5,311
2,475
3,470
55,395
(2,205)
(1,766)
(18)
2,916
(1,651)
(1,471)
(186)
(86)
(284)
220
18
115
357
17
Allocation of the allowance to loan segments at June 30, 2021 and December 31, 2020 follows:
Loans:
Impaired loans
22,503
12,408
7,595
42,506
Non-impaired loans
1,073,867
1,549,465
459,884
3,377,231
Allowance for loan losses:
683
1,887
2,848
5,418
4,751
31,104
5,211
45,855
Total allowance for loan losses
24,384
12,513
9,359
46,256
1,081,439
1,538,752
455,034
3,448,386
802
1,845
31
2,678
6,617
32,920
5,280
52,717
The following is a summary of past due and non-accrual loans at June 30, 2021 and December 31, 2020:
90 Days
30-59 Days
60-89 Days
or More
Loans on
Past Due
Non-accrual
June 30, 2021
192
2,170
4,808
7,170
11,172
518
486
1,005
3,369
12,405
3,796
1,456
5,259
7,957
Consumer:
368
199
1,182
215
53
70
1,385
6,335
10,335
18,055
32,434
December 31, 2020
12,148
2,223
6,418
20,789
11,611
46
433
939
834
471
416
3,785
12,486
444
191
1,243
1,878
8,606
1,657
397
488
2,542
557
88
101
15,684
2,868
11,953
30,505
34,101
At June 30, 2021 and December 31, 2020, there were no loans past due 90 days or more and still accruing.
19
The following information pertains to impaired loans:
Unpaid
Recorded
Principal
Related
Investment
Balance
Allowance
Impaired loans without a specific reserve:
Residential real estate
12,612
13,151
12,284
13,039
3,530
4,724
3,552
4,741
1,507
9,243
11,604
17,305
19,382
25,079
29,384
Impaired loans with a specific reserve:
9,891
10,157
12,100
12,355
8,878
8,962
8,961
6,432
7,485
116
181
25,201
26,604
21,177
21,497
Total impaired loans
45,986
50,881
Interest
Average
Income
Recognized
on Cash Basis
22,268
247
54
25,241
253
196
12,455
10,971
7,834
7,765
42,557
326
133
47,645
254
197
22,973
543
159
25,919
575
12,474
65
2,622
11,062
8,342
7,120
43,789
744
360
46,723
583
526
20
Interest income recognized and interest income recognized on a cash basis in the tables above represent interest income for the three and six months ended June 30, 2021 and 2020, not for the time period designated as impaired. No additional funds are committed to be advanced in connection with impaired loans.
There were no material troubled debt restructuring (“TDR”) loan modifications for the three months ended June 30, 2021 and 2020.
The recorded investment in TDRs was $13.2 million and $15.1 million at June 30, 2021 and December 31, 2020, respectively. Commercial TDRs totaled $2.2 million and $2.5 million at June 30, 2021 and December 31, 2020, respectively. The remainder of the TDRs outstanding at the end of these periods were residential loans. Non-accrual TDRs totaled $3.1 million and $3.6 million at June 30, 2021 and December 31, 2020, respectively. Of these loans, $2.2 million and $2.5 million were non-accrual commercial TDRs at June 30, 2021 and December 31, 2020, respectively.
All TDR loans are considered impaired and management performs a discounted cash flow calculation to determine the amount of impairment reserve required on each loan. TDR loans which subsequently default are reviewed to determine if the loan should be deemed collateral dependent. In either case, any reserve required is recorded as part of the allowance for loan losses.
During the three and six months ended June 30, 2021 and 2020, there were no payment defaults on TDRs.
Credit Quality Information
The Company uses a ten-grade internal loan rating system for commercial real estate, commercial construction and commercial loans, as follows:
Loans rated 1 – 6 are considered “pass” rated loans with low to average risk.
Loans rated 7 are considered “special mention.” These loans are starting to show signs of potential weakness and are being closely monitored by management.
Loans rated 8 are considered “substandard.” Generally, a loan is considered substandard if it is inadequately protected by the current net worth and paying capacity of the obligors and/or the collateral pledged. There is a distinct possibility that the Company will sustain some loss if the weakness is not corrected.
Loans rated 9 are considered “doubtful.” Loans classified as doubtful have all the weaknesses inherent in those classified substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, highly questionable and improbable.
Loans rated 10 are considered “uncollectible” (loss), and of such little value that their continuance as loans is not warranted.
Loans not rated consist primarily of certain smaller balance commercial real estate and commercial loans that are managed by exception.
On an annual basis, or more often if needed, the Company formally reviews on a risk adjusted basis, the ratings on all commercial real estate, construction and commercial loans. Semi-annually, the Company engages an independent third party to review a significant portion of loans within these segments. Management uses the results of these reviews as part of its annual review process.
On a monthly basis, the Company reviews the residential construction, residential real estate and consumer installment portfolios for credit quality primarily through the use of delinquency reports.
21
The following table presents the Company’s loans by risk rating at June 30, 2021 and December 31, 2020:
Loans rated 1 - 6
1,534,866
456,880
1,524,105
452,665
Loans rated 7
14,602
2,642
14,674
3,122
Loans rated 8
9,374
485
9,455
7,080
Loans rated 9
3,031
7,472
1,526
Loans rated 10
5.
MORTGAGE LOAN SERVICING
The Company sells residential mortgages to government-sponsored entities and other parties. The Company retains no beneficial interests in these loans, but may retain the servicing rights of the loans sold. Mortgage loans serviced for others are not included in the accompanying unaudited interim Consolidated Balance Sheets. The risks inherent in mortgage servicing rights (“MSRs”) relate primarily to changes in prepayments that primarily result from shifts in mortgage interest rates. The unpaid principal balance of mortgage loans serviced for others was $3.67 billion and $3.05 billion as of June 30, 2021 and December 31, 2020, respectively.
The Company accounts for MSRs at fair value. The Company obtains valuations from independent third parties to determine the fair value of MSRs. Key assumptions used in the estimation of fair value include prepayment speeds, discount rates, and default rates. At June 30, 2021 and December 31, 2020, the following weighted average assumptions were used in the calculation of fair value of MSRs:
Prepayment speed
10.80
%
14.30
Discount rate
9.20
9.23
Default rate
1.93
2.27
The following summarizes changes to MSRs for the three and six months ended June 30, 2021 and 2020:
Balance, beginning of period
33,939
13,207
17,150
4,568
4,031
10,265
4,475
Changes in fair value due to:
Reductions from loans paid off during the period
(1,501)
(1,114)
(3,100)
(1,690)
Changes in valuation inputs or assumptions
(1,051)
3,957
(3,808)
Balance, end of period
16,127
Contractually specified servicing fees, net of subservicing expense, included in other mortgage banking income amounted to $1.9 million and $3.5 million for the three and six months ended June 30, 2021, respectively, and $997,000 and $2.0 million for the three and six months ended June 30, 2020, respectively.
6.
GOODWILL AND INTANGIBLE ASSETS
As of June 30, 2021, the Company had $69.8 million in goodwill, of which $59.0 million was allocated to the Bank reporting unit and $10.8 million was allocated to the HarborOne Mortgage reporting unit. The Company typically performs its goodwill impairment test during the fourth quarter of the year, unless certain indicators suggest earlier testing to be warranted. Other intangible assets were $3.7 million and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Company determined that there was no triggering event that warranted an interim impairment test at June 30, 2021.
7.
DEPOSITS
A summary of deposit balances, by type, is as follows:
NOW and demand deposit accounts
1,050,217
908,256
Total non-certificate accounts
3,005,346
2,773,911
Term certificate accounts greater than $250,000
122,950
135,190
Term certificate accounts less than or equal to $250,000
459,644
497,108
Brokered deposits
100,000
Total certificate accounts
The Company has established a relationship to participate in a reciprocal deposit program with other financial institutions. The reciprocal deposit program provides access to FDIC-insured deposit products in aggregate amounts exceeding the current limits for depositors. At June 30, 2021 and December 31, 2020, total reciprocal deposits were $45.0 million and $104.9 million, respectively, consisting primarily of money market accounts.
A summary of certificate accounts by maturity at June 30, 2021 is as follows:
Weighted
Rate
(dollars in thousands)
Within 1 year
593,842
0.56
Over 1 year to 2 years
58,012
0.98
Over 2 years to 3 years
4,855
1.28
Over 3 years to 4 years
23,585
1.02
Over 4 years to 5 years
2,667
0.71
Total certificate deposits
682,961
0.61
Less unaccreted acquisition discount
(367)
Total certificate deposits, net
23
8.BORROWED FUNDS
Borrowed funds at June 30, 2021 and December 31, 2020 consist of Federal Home Loan Bank (“FHLB”) advances. Short-term advances were $35.0 million with a weighted average rate of 0.42% at December 31, 2020. There were no short-term advances at June 30, 2021. Long-term advances are summarized by maturity date below.
Amount by
Scheduled
Maturity*
Call Date (1)
Rate (2)
Year ending December 31:
11,750
71,750
2.84
41,750
101,750
2.47
2022
2023
20,188
188
3.48
20,190
190
2024
13,400
1.39
10,000
1.68
2025
40,987
987
1.32
2026 and thereafter
1,154
2.00
1,170
2.04
2.16
* Includes an amortizing advance requiring monthly principal and interest payments.
(1) Callable FHLB advances are shown in the respective periods assuming that the callable debt is redeemed at the call date, while all other advances are shown in the periods corresponding to their scheduled maturity date.
(2) Weighted average rates are based on scheduled maturity dates.
The FHLB advances are secured by a blanket security agreement which requires the Bank to maintain certain qualifying assets as collateral, principally residential mortgage loans and certain multi-family and commercial real estate loans held in the Bank’s portfolio. The carrying value of the loans pledged as collateral for these borrowings totaled $1.15 billion at June 30, 2021 and $1.25 billion at December 31, 2020. As of June 30, 2021, the Company had $764.1 million of available borrowing capacity with the FHLB.
The Company also has additional borrowing capacity under a $25.0 million unsecured federal funds line with a correspondent bank and a secured line of credit with the Federal Reserve Bank of Boston secured by 62% of the carrying value of indirect auto and commercial loans with principal balances amounting to $105.0 million and $107.1 million at June 30, 2021 and December 31, 2020, respectively. No amounts were outstanding under either line at June 30, 2021 or December 31, 2020.
As a participating lender in the PPP, the Company also has access to additional borrowing capacity through the Board of Governors of the Federal Reserve System’s (the “Federal Reserve”) Paycheck Protection Program Liquidity Facility. Only loans issued under the PPP may be pledged as collateral.
On August 30, 2018, the Company issued $35.0 million in fixed-to-floating rate subordinated notes due 2028 (the “Notes”) in a private placement transaction to institutional accredited investors. The Notes bear interest at annual fixed rate of 5.625% until September 1, 2023 at which time the interest rate resets quarterly to an interest rate per annum equal to the three–month LIBOR plus 278 basis points. Interest is payable semi-annually on March 1 and September 1 each year through September 1, 2023 and quarterly thereafter. The Notes can be redeemed partially or in whole, prior to the maturity date beginning September 1, 2023 and on any scheduled interest payment date thereafter, at par. The Notes are carried on the Consolidated Balance Sheets net of unamortized issuance costs of $904,000 and $967,000 at June 30, 2021 and December 31, 2020, respectively, which are being amortized over the period to maturity date using the interest method. At June 30, 2021 and December 31, 2020, the Notes qualified as Tier 2 capital for regulatory capital purposes.
24
9.
OTHER COMMITMENTS AND CONTINGENCIES
Loan Commitments
The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and advance funds on various lines of credit. Those commitments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the accompanying unaudited interim Consolidated Financial Statements.
The Company’s exposure to credit loss is represented by the contractual amount of these commitments. The Company uses the same credit policies in making commitments as it does for on-balance sheet instruments.
The following off-balance sheet financial instruments were outstanding at June 30, 2021 and December 31, 2020. The contract amounts represent credit risk.
Commitments to grant residential real estate loans-HarborOne Mortgage
312,884
485,428
Commitments to grant other loans
99,976
53,714
Unadvanced funds on home equity lines of credit
198,700
178,432
Unadvanced funds on revolving lines of credit
195,880
169,907
Unadvanced funds on construction loans
131,107
127,776
Commitments to extend credit and unadvanced portion of construction loans are agreements to lend to a customer, as long as there is no violation of any condition established in the contract. Commitments to grant loans generally have fixed expiration dates or other termination clauses and may require payment of a fee. The commitments for unadvanced funds on construction loans, home equity and revolving lines of credit may expire without being drawn upon; therefore, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s credit worthiness on a case-by-case basis. Commitments to grant loans, and unadvanced construction loans and home equity lines of credit are collateralized by real estate, while revolving lines of credit are unsecured.
25
10.
DERIVATIVES
The Company’s derivative financial instruments are used to manage differences in the amount, timing and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally to manage the Company’s interest rate risk. Additionally, the Company enters into interest rate derivatives to accommodate the business requirements of its customers. All derivatives are recognized as either assets or liabilities on the balance sheet and are measured at fair value. The accounting for changes in the fair value of a derivative instrument depends upon whether or not it qualifies as a hedge for accounting purposes, and further, by the type of hedging relationship.
Interest Rate Swaps Designated as a Cashflow Hedge
As part of its interest rate risk management strategy, the Company utilizes interest rate swap agreements to help manage its interest rate risk positions. The notional amount of the interest rate swaps do not represent the amount exchanged by the parties. The exchange of cash flows is determined by reference to the notional amounts and the other terms of the interest rate swap agreements. The changes in fair value of derivatives designated as cash flow hedges are recorded in other comprehensive income and subsequently reclassified to earnings when gains or losses are realized.
As of June 30, 2021, the Company had one interest rate swap agreement with a notional amount of $100.0 million that was designated as a cash flow hedge of certificates of deposits. The interest rate swap agreement has an average maturity of 3.78 years, the current weighted average fixed rate paid is 0.67%, the weighted average 3-month LIBOR swap receive rate is 0.19%, and the fair value is $196,000. The Company expects approximately $497,000 related to the cash flow hedge to be reclassified to interest expense, from other comprehensive income, in the next twelve months.
Derivative Loan Commitments
Mortgage loan commitments qualify as derivative loan commitments if the loan that will result from exercise of the commitment will be held for sale upon funding. The Company enters into commitments to fund residential mortgage loans at specified times in the future, with the intention that these loans will subsequently be sold in the secondary market. A mortgage loan commitment binds the Company to lend funds to a potential borrower at a specified interest rate and within a specified period of time, generally up to 60 days after inception of the rate lock.
Outstanding derivative loan commitments expose the Company to the risk that the price of the loans arising from exercise of the loan commitment might decline from inception of a rate lock to funding of the loan due to increases in mortgage interest rates. If interest rates increase, the value of these loan commitments decreases. Conversely, if interest rates decrease, the value of these loan commitments increases.
Forward Loan Sale Commitments
The Company utilizes both “mandatory delivery” and “best efforts” forward loan sale commitments to mitigate the risk of potential decreases in the values of loans that would result from the exercise of the derivative loan commitments.
With a “mandatory delivery” contract, the Company commits to deliver a certain principal amount of mortgage loans to an investor at a specified price on or before a specified date. If the Company fails to deliver the number of mortgages necessary to fulfill the commitment by the specified date, it is obligated to pay a “pair-off” fee, based on then-current market prices, to the investor to compensate the investor for the shortfall.
With a “best efforts” contract, the Company commits to deliver an individual mortgage loan of a specified principal amount and quality to an investor if the loan to the underlying borrower closes. Generally, the price the investor will pay the seller for an individual loan is specified prior to the loan being funded (e.g., on the same day the lender commits to lend funds to a potential borrower).
The Company expects that these forward loan sale commitments will experience changes in fair value opposite to the change in fair value of derivative loan commitments.
26
Interest Rate Swaps
The Company enters into interest rate swap agreements that are transacted to meet the financing needs of its commercial customers. Offsetting interest rate swap agreements are simultaneously transacted with a third-party financial institution to effectively eliminate the Company’s interest rate risk associated with the customer swaps. The primary risks associated with these transactions arise from exposure to the ability of the counterparties to meet the terms of the contract. Mortgage-backed securities with a fair value of $27.4 million are pledged to secure the Company’s liability for the offsetting interest rate swaps (see Note 2). The interest rate swap notional amount is the aggregate notional amount of the customer swap and the offsetting third-party swap.
Risk Participation Agreements
The Company has entered into risk participation agreements with the correspondent institutions and shares in any interest rate swap losses incurred as a result of the commercial loan customers’ termination of a loan-level interest rate swap agreement prior to maturity. The Company records these risk participation agreements at fair value. The Company’s maximum credit exposure is based on its proportionate share of the settlement amount of the referenced interest rate swap. Settlement amounts are generally calculated based on the fair value of the swap plus outstanding accrued interest receivables from the customer.
Although the Company has determined that the majority of the inputs used to value its interest rate swaps and risk participation agreements fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with interest rate contracts and risk participation agreements utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties. However, as of June 30, 2021 and December 31, 2020, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Company has classified its derivative valuations in their entirety as Level 2.
The following tables presents the outstanding notional balances and fair values of outstanding derivative instruments:
Liabilities
Notional
Sheet
Location
Derivatives designated as Hedging Instruments
Interest rate swaps
Other liabilities
Derivatives not designated as Hedging Instruments
Derivative loan commitments
5,048
47
Forward loan sale commitments
209,320
86
295
829,685
26,370
Risk participation agreements
131,702
31,700
26,712
1,407
12,623
341
356,500
867,728
39,320
132,379
51,943
43,272
27
The following table presents the recorded net gains and losses pertaining to the Company’s derivative instruments:
Derivatives designated as hedging instruments
Gain (loss) in OCI on derivatives (effective portion), net of tax
Loss reclassified from OCI into interest income or interest expense (effective portion)
(121)
(233)
Derivatives not designated as hedging instruments
Changes in fair value of derivative loan commitments
Mortgage banking income
(1,868)
4,337
(7,281)
9,528
Changes in fair value of forward loan sale commitments
(3,422)
1,842
1,995
(1,830)
(5,290)
6,179
(5,286)
7,698
11.
OPERATING LEASE RIGHT-OF-USE ASSETS AND LIABILITIES
Operating lease ROU assets, included in other assets, were $25.8 million at June 30, 2021.
Operating lease liabilities, included in other liabilities and accrued expenses, were $27.3 million at June 30, 2021. As of June 30, 2021 the Company does not have leases that have not yet commenced. At June 30, 2021 lease expiration dates ranged from 3 months to 36.6 years and have a weighted average remaining lease term of 17.2 years.
Future minimum lease payments under non-cancellable leases and a reconciliation to the amount recorded as operating lease liabilities as of June 30, 2021 and December 31, 2020 were as follows:
2,990
2,452
2,896
2,239
1,847
2,076
2,042
1,684
Thereafter
20,883
13,134
Total lease payments
33,326
23,000
Imputed interest
(5,997)
Total present value of operating lease liabilities
27,329
The weighted-average discount rate and remaining lease term for operating leases were as follows:
Weighted-average discount rate
Weighted-average remaining lease term (years)
17.24
28
Rental expense for operating leases is recognized on a straight-line basis over the lease term and amounted to $697,000 and $610,000, respectively, for the three months ended June 30, 2021 and 2020, and $1.4 million and $1.2 million, respectively, for the six months ended June 30, 2021 and 2020, respectively. Variable lease components, such as fair market value adjustments, are expensed as incurred and not included in ROU assets and operating lease liabilities.
The following table presents the components of total lease expense:
Three Months Ended
Six Months Ended
Lease Expense:
Operating lease expense
658
1,290
Short-term lease expense
29
Variable lease expense
Total lease expense
697
1,379
12.
STOCK-BASED COMPENSATION
Under the HarborOne, Inc. 2020 Equity Incentive Plan (the “2020 Equity Plan”), adopted on September 29, 2020, the Company may grant stock options, restricted stock awards, performance restricted stock units and other equity incentives to its directors, officers and employees. Total shares reserved for issuance under the 2020 Equity Plans are 4,500,000. The 2017 Stock Option and Incentive Plan (the “2017 Equity Plan” and together with the 2020 Equity Plan, the “Equity Plans”), adopted on August 9, 2017, was discontinued upon the adoption of the 2020 Equity Plan, and as such, the Company may only award shares from the 2020 Equity Plan.
Expense related to awards granted to employees is recognized as compensation expense, and expense related to awards granted to directors is recognized as directors’ fees within noninterest expense. Total expense for the Equity Plans was $989,000 and $1.8 million, for the three and six months ended June 30, 2021, respectively, and $1.3 million and $2.5 million, respectively, for the three and six months ended June 30, 2020.
Stock Options
Stock options are generally granted with the exercise price equal to the market price of the Company’s common stock at the date of the grant with vesting periods ranging from 1 to 3 years and have 10-year contractual terms.
The fair value of each option grant is estimated on the date of the grant using the Black-Scholes option-pricing model with the following assumptions:
During the three and six months ended June 30, 2021, the Company made no awards of nonqualified options to purchase shares of common stock.
A summary of the status of the Company’s stock option grants for the six months ended June 30, 2021, is presented in the table below:
Nonvested
Remaining
Aggregate
Stock Option
Contractual
Intrinsic
Grant Date
Awards
Exercise Price
Term (years)
Fair Value
Balance at January 1, 2021
2,106,403
9.86
473,445
2.55
Granted
Exercised
(62,840)
10.23
Vested
(176,165)
Forfeited
Expired
2,043,563
9.85
6.75
297,280
2.60
Exercisable at June 30, 2021
1,746,283
9.94
6.60
Unrecognized cost inclusive of directors' awards
437,425
Weighted average remaining recognition period (years)
0.66
Restricted Stock and Performance Restricted Stock Units
Shares issued upon vesting may be either authorized but unissued shares or reacquired shares held by the Company. Any shares not issued because vesting requirements are not met will again be available for issuance under the plan. The fair market value of shares awarded, based on the market price at the date of grant, is unearned compensation to be amortized over the applicable vesting period.
Performance restricted stock units vest based on a combination of performance and service requirements. The number of performance restricted stock units granted reflects the target number able to be earned under a given award. Non-vested performance restricted stock unit compensation expense is based on the most recent performance assumption available and is adjusted as assumptions change.
The following table presents the activity in non-vested restricted stock awards under the Equity Plans for the six months ended June 30, 2021:
Restricted
Weighted Average
Stock Awards
Grant Price
Non-vested stock awards at January 1, 2021
384,692
9.33
(9,530)
9.80
11.95
(2,000)
9.24
Non-vested stock awards at June 30, 2021
561,539
10.20
4,149,176
1.84
30
The following table presents the activity in non-vested performance restricted stock units under the 2020 Equity Plan for the six months ended June 30, 2021:
Performance
Restricted Stock Units
Non-vested performance restricted stock units at January 1, 2021
85,066
Non-vested performance restricted stock units at June 30, 2021
Unrecognized cost
903,487
2.67
13.MINIMUM REGULATORY CAPITAL REQUIREMENTS
The Company and Bank are subject to various regulatory capital requirements administered by the Federal Reserve and the FDIC. Failure to meet minimum capital requirements can result in mandatory and possible additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s Consolidated Financial Statements.
Under the capital rules, risk-based capital ratios are calculated by dividing Tier 1, common equity Tier 1, and total risk-based capital, respectively, by risk-weighted assets. Assets and off-balance sheet credit equivalents are assigned to one of several risk-weight categories, based primarily on relative risk. The rules require banks and bank holding companies to maintain a minimum common equity Tier 1 capital ratio of 4.5%, a minimum Tier 1 capital ratio of 6.0% and a total capital ratio of 8.0%. In addition, a Tier 1 leverage ratio of 4.0% is required. Additionally, the capital rules require a bank holding company to maintain a capital conservation buffer of common equity Tier 1 capital in an amount above the minimum risk-based capital requirements equal to 2.5% of total risk weighted assets, or face restrictions on the ability to pay dividends, pay discretionary bonuses, and to engage in share repurchases.
Under the FDIC’s prompt corrective action rules, an insured state nonmember bank is considered “well capitalized” if its capital ratios meet or exceed the ratios as set forth in the following table and is not subject to any written agreement, order, capital directive, or prompt corrective action directive to meet and maintain a specific capital level for any capital measure. The Bank must meet well capitalized requirements under prompt corrective action provisions. Prompt corrective action provisions are not applicable to bank holding companies.
A bank holding company is considered “well capitalized” if the bank holding company (i) has a total risk-based capital ratio of at least 10.0%, (ii) has a Tier 1 risk-based capital ratio of at least 6.0%, and (iii) is not subject to any written agreement order, capital directive or prompt corrective action directive to meet and maintain a specific capital level for any capital measure.
At June 30, 2021, the capital levels of both the Company and the Bank exceeded all regulatory capital requirements and their regulatory capital ratios were above the minimum levels required to be considered well capitalized for regulatory purposes. The capital levels of both the Company and the Bank at June 30, 2021 also exceeded the minimum capital requirements, including the currently applicable capital conservation buffer of 2.5%.
The Company’s and the Bank’s actual regulatory capital ratios as of June 30, 2021 and December 31, 2020 are presented in the table below.
Minimum Required to be
Considered "Well Capitalized"
Minimum Required for
Under Prompt Corrective
Actual
Capital Adequacy Purposes
Action Provisions
Ratio
Common equity Tier 1 capital to risk-weighted assets
632,138
18.1
157,137
4.5
N/A
Tier 1 capital to risk-weighted assets
209,516
6.0
Total capital to risk-weighted assets
710,881
20.4
279,354
8.0
Tier 1 capital to average assets
14.0
181,198
4.0
621,153
17.7
158,050
210,733
700,197
19.9
280,978
14.5
171,578
HarborOne Bank
545,120
15.6
157,193
227,057
6.5
209,591
279,454
588,878
16.9
349,318
10.0
12.0
181,071
226,338
5.0
506,822
14.4
158,081
228,339
210,775
281,033
550,875
15.7
351,291
11.8
171,501
214,377
14.COMPREHENSIVE INCOME (LOSS)
Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities are reported as a separate component of the stockholders’ equity section of the Consolidated Balance Sheets, such items, along with net income, are components of comprehensive income (loss).
The components of accumulated other comprehensive income (loss), included in stockholders’ equity, are as follows:
Cash flow hedge:
Net unrealized gain (loss)
(1,407)
(54)
394
Total accumulated other comprehensive income (loss)
142
(1,013)
Securities available for sale:
Net unrealized gain
882
4,102
(195)
(904)
Total accumulated other comprehensive income
687
3,198
The following tables present changes in accumulated other comprehensive income (loss) by component for the three and six months ended June 30, 2021 and 2020:
Available
Cash
for Sale
Flow
Securities
Hedge
(476)
316
Other comprehensive income (loss) before reclassifications
1,130
(2,084)
Amounts reclassified to accumulated other comprehensive income for transfer of securities to available for sale
Amounts reclassified from accumulated other comprehensive income (loss)
(157)
Net current period other comprehensive income (loss)
1,251
(2,241)
(262)
880
4,166
33
(1,850)
3,934
(2,682)
(1,617)
1,774
261
(357)
15.
FAIR VALUE OF ASSETS AND LIABILITIES
Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values:
•Level 1 – Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.
•Level 2 – Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
•Level 3 – Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.
The following methods and assumptions were used by the Company in estimating fair value disclosures:
Debt Securities - Available for sale debt securities are recorded at fair value on a recurring basis. When available, the Company uses quoted market prices to determine the fair value of debt securities; such items are classified as Level 1. There were no Level 1 securities held at June 30, 2021 and December 31, 2020.
Level 2 debt securities are traded less frequently than exchange-traded instruments. The fair value of these securities is determined using matrix pricing with inputs that are observable in the market or can be derived principally from or corroborated by observable market data. This category includes obligations of U.S. government-sponsored enterprises, including mortgage-backed securities, individual name issuer trust preferred debt securities and corporate bonds.
Debt securities not actively traded whose fair value is determined through the use of cash flows utilizing inputs that are unobservable are classified as Level 3. There were no Level 3 securities held at June 30, 2021 and December 31, 2020.
Loans held for sale - The fair value of mortgage loans held for sale is estimated based on current market prices for similar loans in the secondary market and therefore are classified as Level 2 assets. There were no mortgage loans held for sale 90 days or more past due as of June 30, 2021 and December 31, 2020.
34
Collateral Dependent Impaired Loans - The fair value of collateral dependent loans that are deemed to be impaired is determined based upon the fair value of the underlying collateral. Such collateral primarily consists of real estate and, to a lesser extent, other business assets. For collateral dependent loans for which repayment is dependent on the sale of the collateral, management adjusts the fair value for estimated costs to sell. For collateral dependent loans for which repayment is dependent on the operation of the collateral, such as accruing troubled debt restructured loans, estimated costs to sell are not incorporated into the measurement. Management may also adjust appraised values to reflect estimated market value declines or apply other discounts to appraised values resulting from its knowledge of the property. Internal valuations are utilized to determine the fair value of other business assets. Collateral dependent impaired loans are categorized as Level 3.
Appraisals for collateral-dependent impaired loans are performed by certified general appraisers (for commercial properties) or certified residential appraisers (for residential properties) whose qualifications and licenses have been reviewed and verified by the Company.
Once received, the Company reviews the assumptions and approaches utilized in the appraisal as well as the overall resulting fair value in comparison with independent data sources such as recent market data or industry-wide statistics.
MSRs - Fair value is based on a third-party valuation model that calculates the present value of estimated future net servicing income and includes observable market data such as prepayment speeds and default and loss rates.
Interest rate swap designated as a cashflow hedge - The Company works directly with a third-party vendor to provide periodic valuations for its interest rate risk management agreements to determine fair value of its interest rate swaps executed for interest rate risk management. The vendor utilizes standard valuation methodologies applicable to interest rate derivatives based on readily observable market data and are therefore considered Level 2 valuations.
Forward loan sale commitments and derivative loan commitments - Forward loan sale commitments and derivative loan commitments are based on fair values of the underlying mortgage loans and the probability of such commitments being exercised. The assumptions for pull-through rates are derived from internal data and adjusted using management judgment. Derivative loan commitments include the value of servicing rights and non-refundable costs of originating the loan based on the Company’s internal cost analysis that is not observable. The weighted average pull-through rate for derivative loan commitments was approximately 87% and 76% at June 30, 2021 and December 31, 2020, respectively.
Interest rate swaps and risk participation agreements - The Company’s interest rate swaps are traded in over-the-counter markets where quoted market prices are not readily available. For these interest rate derivatives, fair value is determined by a third party utilizing models that use primarily market observable inputs, such as swap rates and yield curves. The pricing models used to value interest rate swaps calculate the sum of each instrument’s fixed and variable cash flows, which are then discounted using an appropriate yield curve to arrive at the fair value of each swap. The pricing models do not contain a high level of subjectivity as the methodologies used do not require significant judgment. The Company incorporates credit valuation analysis for counterparty nonperformance risk in the fair value measurement, including the impact of netting applicable credit enhancements such as available collateral.
Off-balance sheet credit-related instruments - Fair values for off-balance sheet, credit-related financial instruments are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing. The fair value of off-balance sheet instruments is immaterial.
Transfers between levels are recognized at the end of the reporting period, if applicable. There were no transfers during the periods presented.
35
Assets and Liabilities Measured at Fair Value on a Recurring Basis
Assets and liabilities measured at fair value on a recurring basis are summarized below:
Level 1
Level 2
Level 3
Loans held for sale
Mortgage servicing rights
Interest rate management agreements
520,255
5,134
525,389
342
549,263
561,886
40,727
2,545
36
The table below presents, for the three and six months ended June 30, 2021 and 2020, the changes in Level 3 assets and liabilities that are measured at fair value on a recurring basis.
Assets: Derivative and Forward Loan Sale Commitments:
10,225
8,078
1,411
Total gains (losses) included in net income (1)
(5,091)
2,766
(7,489)
9,433
10,844
Changes in unrealized gains relating to instruments at period end
Liabilities: Derivative and Forward Loan Sale Commitments:
(143)
(5,480)
(2,545)
(332)
(199)
3,413
2,203
(1,735)
(342)
(2,067)
Changes in unrealized losses relating to instruments at period end
(1) Included in mortgage banking income on the Consolidated Statements of Net Income.
Assets Measured at Fair Value on a Non-recurring Basis
The Company may also be required, from time to time, to measure certain other financial assets on a nonrecurring basis in accordance with generally accepted accounting principles. These adjustments to fair value usually result from application of lower-of-cost-or-market accounting or write-downs of individual assets. There were no liabilities measured at fair value on a non-recurring basis at June 30, 2021 and December 31, 2020. The following table summarizes the fair value hierarchy used to determine each adjustment and the carrying value of the related individual assets.
Impaired loans:
273
6,505
7,242
7,076
8,756
37
Losses in the following table represent the amount of the fair value adjustments recorded during the period on the carrying value of the assets held at June 30, 2021 and December 31, 2020, respectively. Losses on fully charged off loans are not included in the table.
581
42
1,475
449
2,830
55
1,519
1,033
2,901
1,085
Losses applicable to write-downs of impaired loans and other real estate owned and repossessed assets are based on the appraised value of the underlying collateral less estimated costs to sell. The losses on impaired loans are not recorded directly as an adjustment to current earnings, but rather as a component in determining the allowance for loan losses. The losses on other real estate owned and repossessed assets represent adjustments in valuation recorded during the time period indicated and not for losses incurred on sales. Appraised values are typically based on a blend of (a) an income approach using observable cash flows to measure fair value, and (b) a market approach using observable market comparables. These appraised values may be discounted based on management’s historical knowledge, expertise or changes in market conditions from time of valuation.
Summary of Fair Values of Financial Instruments
The estimated fair values, and related carrying or notional amounts, of the Company’s financial instruments are as follows. Certain financial instruments and all nonfinancial instruments are exempt from disclosure requirements. Accordingly, the aggregate fair value amounts presented herein may not necessarily represent the underlying fair value of the Company.
Carrying
Financial assets:
Cash and cash equivalents
Federal Home Loan Bank stock
3,411,370
Financial liabilities:
Deposits
3,691,290
Borrowed funds
89,402
33,363
Derivative loan commitments:
Interest rate management agreements:
Interest rate swap agreements:
Forward loan sale commitments:
39
3,473,751
3,509,996
149,097
152,373
34,799
40
16.
EARNINGS PER SHARE (“EPS”)
Basic EPS represents net income attributable to common shareholders divided by the weighted-average number of common shares outstanding during the period. Non-vested restricted shares that are participating securities are included in the computation of basic earnings per share. Diluted EPS is computed by dividing net income attributable to common shareholders by the weighted-average number of common shares outstanding, plus the effect of potential dilutive common stock equivalents outstanding during the period.
The following table presents earnings per common share.
Net income available to common stockholders (in thousands)
Average number of common shares outstanding
55,515,445
58,418,021
Less: Average unallocated ESOP shares
(3,737,152)
(3,967,875)
Weighted average number of common shares outstanding used to calculate basic earnings per common share
Dilutive effect of share-based compensation
871,778
Weighted average number of common shares outstanding used to calculate diluted earnings per common share
55,921,587
(3,765,833)
(3,996,715)
667,600
Stock options for 2,169,243 shares of common stock for the three and six months ended June 30, 2020 were not considered in computing diluted earnings per share because they were antidilutive.
41
17.
REVENUE RECOGNITION
Revenue from contracts with customers in the scope of Accounting Standards Codification (“ASC”) (“Topic 606”) is measured based on the consideration specified in the contract with a customer and excludes amounts collected on behalf of third parties. The Company recognizes revenue from contracts with customers when it satisfies its performance obligations.
The Company’s performance obligations are generally satisfied as services are rendered and can either be satisfied at a point in time or over time. Unsatisfied performance obligations at the report date are not material to our consolidated financial statements.
In certain cases, other parties are involved with providing services to our customers. If the Company is a principal in the transaction (providing services itself or through a third party on its behalf), revenues are reported based on the gross consideration received from the customer and any related expenses are reported gross in noninterest expense. If the Company is an agent in the transaction (referring to another party to provide services), the Company reports its net fee or commission retained as revenue.
The Company recognizes revenue that is transactional in nature and such revenue is earned at a point in time. Revenue that is recognized at a point in time includes card interchange fees (fee income related to debit card transactions), ATM fees, wire transfer fees, overdraft charge fees, and stop-payment and returned check fees. Additionally, revenue is collected from loan fees, such as letters of credit, line renewal fees and application fees. Such revenue is derived from transactional information and is recognized as revenue immediately as the transactions occur or upon providing the service to complete the customer’s transaction.
18.
SEGMENT REPORTING
The Company has two reportable segments: HarborOne Bank and HarborOne Mortgage. Revenue from HarborOne Bank consists primarily of interest earned on loans and investment securities and service charges on deposit accounts. Revenue from HarborOne Mortgage comprises interest earned on loans and fees received as a result of the residential mortgage origination, sale and servicing process.
The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies. Segment profit and loss is measured by net income on a legal entity basis. Intercompany transactions are eliminated in consolidation.
Information about the reportable segments and reconciliation to the unaudited interim Consolidated Financial Statements at June 30, 2021 and 2020 and for the three and six months then ended is presented in the tables below.
Three Months Ended June 30, 2021
HarborOne
Bank
Mortgage
Bancorp, Inc.
Eliminations
Consolidated
Net interest and dividend income (expense)
32,134
855
(459)
Net interest and dividend income (loss), after provision (credit) for loan losses
36,420
Intersegment gain (loss)
(910)
910
(419)
(2,133)
276
3,799
Total mortgage banking income (loss)
(1,053)
16,838
Other noninterest income
5,918
4,845
16,858
Noninterest expense
24,128
14,101
369
Income (loss) before income taxes
17,137
3,612
(828)
Provision (benefit) for income taxes
4,863
1,013
(231)
Net income (loss)
12,274
2,599
(597)
Six Months Ended June 30, 2021
63,382
2,105
(905)
67,577
(1,572)
1,572
(133)
990
576
8,014
(1,129)
49,640
10,989
11,001
9,860
49,652
48,591
32,158
651
28,846
19,599
(1,556)
8,298
5,346
(423)
20,548
14,253
(1,133)
Total assets at period end
4,631,734
233,818
743,544
(992,674)
Goodwill at period end
59,042
10,760
43
Three Months Ended June 30, 2020
29,139
739
(431)
Provision for loan losses
Net interest and dividend income (loss), after provision for loan losses
19,135
(1,399)
1,399
(490)
(621)
346
3,703
(1,543)
35,343
Other noninterest income (loss)
4,788
(11)
4,777
3,245
35,332
25,218
18,212
347
(2,838)
17,859
(778)
3,878
(237)
(2,865)
13,981
(541)
Six Months Ended June 30, 2020
Bancorp Inc.
55,649
1,020
(522)
41,896
(1,799)
1,799
(1,660)
(3,838)
5,695
(2,762)
46,796
13,314
13,181
10,552
46,663
49,506
28,790
641
2,942
18,893
(1,163)
1,628
4,117
(372)
1,314
14,776
(791)
4,451,114
233,138
721,153
(940,499)
4,464,906
44
Management’s Discussion and Analysis
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This section is intended to assist in the understanding of the financial performance of the Company and its subsidiaries through a discussion of our financial condition at June 30, 2021, and our results of operations for the six months ended June 30, 2021 and 2020. This section should be read in conjunction with the unaudited interim Consolidated Financial Statements and Notes thereto of the Company appearing in Part I, Item 1 of this Form 10-Q.
Forward-Looking Statements
Certain statements contained in this Quarterly Report on Form 10-Q that are not historical facts may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements, which are based on certain current assumptions and describe our future plans, strategies and expectations, can generally be identified by the use of the words “may,” “will,” “should,” “could,” “would,” “plan,” “potential,” “estimate,” “project,” “believe,” “intend,” “anticipate,” “expect,” “target” and similar expressions. These statements include, among others, statements regarding the impact of the COVID-19 pandemic; our strategy, goals and expectations; evaluations of future interest rate trends and liquidity; expectations as to growth in assets, deposits and results of operations, future operations, market position and financial position; and prospects, plans and objectives of management. You should not place undue reliance on our forward-looking statements. You should exercise caution in interpreting and relying on forward-looking statements because they are subject to significant risks, uncertainties and other factors which are, in some cases, beyond our control.
Forward-looking statements are based on the current assumptions and beliefs of management and are only expectations of future results. The Company’s actual results could differ materially from those projected in the forward-looking statements as a result of, among others, factors referenced herein under the section captioned “Risk Factors”; the negative impacts and disruptions of the COVID-19 pandemic and measures taken to contain its spread on our employees, customers, business operations, credit quality, financial position, liquidity and results of operations; changes in general business and economic conditions on a national basis and in the local markets in which the Company operates; changes in customer behavior; the possibility that future credit losses, loan defaults and charge-off rates are higher than expected due to changes in economic assumptions or adverse economic developments; turbulence in the capital and debt markets; changes in interest rates; decreases in the value of securities and other assets; decreases in deposit levels necessitating increased borrowing to fund loans and investments; competitive pressures from other financial institutions; operational risks including, but not limited to, cybersecurity incidents, fraud, natural disasters and future pandemics; changes in regulation; reputational risks relating to the Company’s participation in the U.S. Small Business Administration’s (“SBA”) Paycheck Protection Program (“PPP”) and other pandemic-related legislative and regulatory initiatives and programs; changes in accounting standards and practices; the risk that goodwill and intangibles recorded in our financial statements will become impaired; risks related to the implementation of acquisitions, dispositions, and restructurings, including the risk that acquisitions may not produce results at levels or within time frames originally anticipated; the risk that we may not be successful in the implementation of our business strategy; changes in assumptions used in making such forward-looking statements; and the other risks and uncertainties detailed in the Company’s Annual Report on Form 10-K and updated in this Quarterly Reports on Form 10-Q and other filings submitted to the Securities and Exchange Commission. Forward-looking statements speak only as of the date on which they are made. The Company does not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statements are made.
Critical Accounting Policies
Certain of our accounting policies, which are important to the portrayal of our financial condition, require management to make difficult, complex or subjective judgments, some of which may relate to matters that are inherently uncertain. Estimates associated with these policies are susceptible to material changes as a result of changes in facts and circumstances. Facts and circumstances which could affect these judgments include, but are not limited to, changes in interest rates, changes in the performance of the economy and changes in the financial condition of borrowers.
There have been no material changes to our critical accounting policies as compared to the critical accounting policies described in the Company’s Annual Report on Form 10-K.
COVID-19 Update
Significant progress has been made to combat the outbreak of COVID-19; however, the global pandemic has adversely impacted a broad range of industries in which the Company’s customers operate and could still impair their ability to fulfill their financial obligations to the Company. While it appears conditions are trending in a positive direction as of June 30, 2021, the COVID-19 pandemic is a highly unusual, unprecedented and evolving public health and economic crisis that may have a significant adverse impact on the economy, the banking industry and the Company in future fiscal periods, all subject to a high degree of uncertainty.
The Company continues to take significant steps to protect the health and well-being of its employees and customers and to assist customers who have been impacted by COVID-19 including providing drive-up and appointment banking, continued access to PPP loans and payment deferrals and forbearance to commercial and consumer customers. The Company’s COVID-19 response team continues to monitor the local impact of COVID-19 in order to anticipate and respond to developments quickly and decisively. As of June 30, 2021, we do not anticipate significant challenges to our ability to maintain our systems and controls and do not currently face any material resource constraints. The Company maintains access to multiple sources of liquidity. However, if an extended recession caused large numbers of the Company’s deposit customers to withdraw their funds, the Company may become more reliant on volatile or more expensive sources of funding.
We provided access to the PPP to both our existing customers and new customers, to ensure small businesses in the communities we serve have access to this important lifeline for their businesses. During the second quarter of 2021 we originated $4.0 million in PPP loans with processing fees of $345,000 and processed forgiveness on $63.1 million loans. We have processed forgiveness for approximately 95% of the PPP loans that the Bank originated in 2020, with a forgiveness rate above 99%. As of June 30, 2021, PPP loans amounted to $105.2 million and there was $4.1 million in deferred processing fee income that will be recognized over the life of the loans.
We are also working with commercial loan customers that may need payment deferrals or other accommodations to keep their loans out of default through the COVID-19 pandemic. As of June 30, 2021, we have three active payment deferrals on commercial loans with a total principal balance of $11.0 million, or 0.5%, of total commercial loans, all of which are loans included in an at-risk sector. As of June 30, 2021, 96.2% of the commercial deferrals have expired and the borrower is making payments as agreed, 0.1% of the commercial deferrals have expired and the borrower is delinquent, and 3.7% are in active deferral period. The active commercial deferrals are scheduled to expire during 2021. We are no longer providing deferrals under the CARES Act but continue to consider accommodations in the normal course of business.
The residential loan and consumer loan portfolios have not experienced significant credit quality deterioration as of June 30, 2021; however, the continuing impact and uncertain nature of the COVID-19 pandemic may result in increases in delinquencies, charge-offs and loan modifications in these portfolios through the remainder of 2021. As of June 30, 2021, we had eight active payment deferrals on residential mortgage loans with a total principal balance of $2.9 million, or 0.3% of total residential loans. As of June 30, 2021 89.8% of the deferrals have expired and are paying as agreed, 3.3% have expired and are delinquent and 6.9% are in active deferral periods. We had three active payment deferrals on consumer loans with a total principal balance of $22,000, and 96.2% of the consumer loan deferrals have expired and are paying as agreed. Requests for additional extensions on residential mortgage loans and consumer loans were not significant as of June 30, 2021.
In connection with the COVID-19 pandemic, the Company instituted a payment deferral program for certain commercial, mortgage and consumer loans. Most initial deferrals were for a 90-day period and generally not greater than 180 days. The following table provides the principal balance of loans with payment deferrals and the current status of the deferral agreement as of June 30, 2021.
% Active
deferrals to
Deferrals expired and
Deferrals expired &
outstanding
paying
delinquent
Active deferrals
deferrals
loans
#
78
245,180
11,005
256,185
0.7
111
41,731
41,992
189
286,911
298,177
0.5
One- to Four family
315
36,332
1,372
2,871
40,575
0.3
Home Equity
929
Residential construction
Total residential real estate
335
37,261
41,504
789
8,144
301
8,467
0.0
1,313
332,316
1,934
13,898
348,148
0.4
Active deferrals expiring by quarter
9/30/2021
12/31/2021
3,265
7,740
2,658
213
Home equity
5,933
7,965
Management continues to evaluate our loan portfolio, particularly the commercial loan portfolio, in light of current economic conditions, the mitigating effects of government stimulus, and loan modification efforts designed to limit the long-term impacts of the COVID-19 pandemic. Our commercial loan portfolio is diversified across many sectors and is largely secured by commercial real estate loans, which make up 73.1% of the total commercial loan portfolio. Management initially identified six sectors as the most susceptible to increased credit risk as a result of the COVID-19 pandemic: retail, office space, hotels, health and social services, restaurants, and recreation. In the second quarter of 2021, as part of ongoing monitoring of the at-risk sectors, management determined that the health and social services sector no longer presents an additional risk from the impact of the COVID-19 pandemic. As the COVID-19 pandemic has abated, borrowers in this sector have returned to pre-pandemic revenue and profitability levels. Health and social services operations supported by first-round PPP loans have a 100% forgiveness rate. Further, over the last eight quarters, the sector has experienced a positive migration in obligor risk ratings and no watch or substandard credits, and delinquency in the sector is currently zero. The total loan portfolio of the remaining five commercial sectors identified as at risk totaled $764.7 million, which represents 35.8% of the commercial loan portfolio. The five currently identified at-risk sectors include $646.6 million in commercial real estate loans, $77.2 million in commercial and industrial loans, and $40.9 million in commercial construction loans. Non-performing loans included in the at-risk sectors amounted to $12.5 million at June 30, 2021, of which $12.2 million was included in the hotels sector.
At Risk Sectors
Percent
at risk
sector
Retail
Office
Hotel
Restaurants
Recreation
sectors
to total
221,445
194,240
201,158
15,074
14,653
646,570
41.4
26,799
15,467
2,113
28,605
4,191
77,175
16.5
16,341
854
8,833
14,878
40,906
38.0
264,585
210,561
212,104
58,557
18,844
764,651
35.8
Outstanding principal, active commercial deferrals
Outstanding principal, expired and delinquent commercial deferrals
PPP loans, net of fees
477
87
1,764
94
2,422
101,114
2.4
Nonaccrual loans
12,154
12,545
38.7
As of June 30, 2021, the retail sector was $264.6 million, or 12.4%, of total commercial loans, and included $221.4 million in commercial real estate loans, $26.8 million in commercial and industrial loans, and $16.3 million in commercial construction loans. PPP loans included in this sector totaled $477,000. There are no active deferrals for loans in this sector and expired deferrals are paying as expected. We originated $5.4 million loans during the second quarter that are within the retail sector.
As of June 30, 2021, the office space sector was $210.6 million, or 9.9%, of total commercial loans, and included $194.2 million in commercial real estate loans, $15.5 million in commercial and industrial loans, and $854,000 in commercial construction loans. There are no active deferrals for loans and expired deferrals are paying as expected. No PPP loans were originated in this sector. We originated $5.0 million loans during the second quarter that are within the office space sector.
As of June 30, 2021, the hotel sector was $212.1 million, or 9.9%, of total commercial loans, and included $201.2 million in commercial real estate loans, $2.1 million in commercial and industrial loans, and $8.8 million in commercial construction loans. PPP loans included in the sector totaled $87,000. Active deferrals for loans in this sector had outstanding principal balances of $7.7 million and one loan with an outstanding principal balance of $254,000 had an expired deferral period and is greater than 30 days delinquent. At June 30, 2021, nonperforming loans included in the hotel
48
sector amount to $12.2 million. One of the non-accrual loans amounted to $9.0 million with a deferral period that expired in the second quarter of 2021; however, it was determined in the fourth quarter of 2020 that weaknesses in the borrower’s credit warranted a downgrade to substandard and nonaccrual status. A specific reserve of $1.8 million has been allocated to this loan. The Bank is receiving payments of interest only on its pro rata share of the loan in accordance with a forbearance agreement, in part through a non-revolving line of credit provided solely by the lead bank.
As of June 30, 2021, the restaurant sector amounted to $58.6 million, or 2.7%, of total commercial loans, including $1.8 million in PPP loans. Active deferrals for loans in this sector had outstanding principal balances of $3.3 million. The recreation sector amounted to $18.8 million, or 0.9%, of total commercial loans, including $94,000 in PPP loans. There are no active deferrals for loans in this sector and expired deferrals are paying as expected.
The loan portfolio has not experienced significant credit quality deterioration as of June 30, 2021; however, the continuing impact and uncertain nature of the COVID-19 pandemic may result in increases in delinquencies, charge-offs and loan modifications in these portfolios through the remainder of the year. Continued uncertainty regarding the severity and duration of the COVID-19 pandemic and related economic effects may continue to impact the magnitude of loan loss provisions and allowance for loan losses.
While interest and fees will continue to accrue on short term deferrals, the breadth of the economic impact may affect our borrowers’ ability to repay in future periods. Should eventual credit losses on these deferred payments emerge, interest income and fees in future periods could be negatively impacted.
The impact of the pandemic on the Company’s business, financial condition, results of operations and its customers has not been fully manifested. The fiscal stimulus and relief programs may have only delayed material adverse financial impact to the Company, and once the stimulus programs have been exhausted, the Company may experience these impact. The impacts will be contingent upon the possible resurgence of the virus, including new strains, offset by the success of the vaccine and its distribution and the ability of customers and businesses to return to their pre-pandemic routines. We anticipate continued economic uncertainty and volatility, which may have a future adverse financial impact on the Company.
Comparison of Financial Condition at June 30, 2021 and December 31, 2020
Total Assets. Total assets increased $132.8 million, or 3.0%, to $4.62 billion at June 30, 2021 from $4.48 billion at December 31, 2020. The increase primarily reflects an increase of $200.2 million in short-term investments, a $77.4 million increase in securities available for sale partially offset by a $104.7 million decrease in loans held for sale and a $70.8 million decrease in net loans.
Cash and Cash Equivalents. Cash and cash equivalents increased $209.8 million to $415.6 million at June 30, 2021 from $205.9 million at December 31, 2020 primarily due to an increase in short-term investments.
Loans Held for Sale. Loans held for sale at June 30, 2021 were $103.9 million, a decrease of $104.7 million from $208.6 million at December 31, 2020, as residential mortgage loan demand decreased primarily due to a decrease in refinancing activity.
Loans, net. At June 30, 2021, net loans were $3.37 billion, a decrease of $70.8 million, or 2.06%, from $3.44 billion at December 31, 2020, primarily due to decreases in consumer loans of $87.4 million and residential real estate loans of $9.5 million, partially offset by increases in commercial real estate loans of $10.6 million, commercial construction loans of $8.3 million and commercial and industrial loans of $3.1 million. Excluding the change in PPP loans, commercial and industrial loans increased $25.8 million. The allowance for loan losses was $51.3 million at June 30, 2021 and $55.4 million at December 31, 2020, the decrease primarily reflecting the $4.3 million reversal of loan loss provision in the second quarter of 2021.
49
The following table provides the composition of our loan portfolio at the dates indicated:
27.1
26.6
3.9
4.2
1.0
0.9
32.0
31.7
45.7
44.4
3.2
2.8
13.7
13.3
62.6
60.5
18,464
25,134
Auto lease loans
160,671
4.7
240,132
6.9
0.2
Total consumer
5.4
7.8
100.0
Securities. Total investment securities at June 30, 2021 were $353.8 million, an increase of $77.4 million, or 2.8%, from $276.5 million at December 31, 2020. In the first quarter of 2020, with intention to reduce credit risk in the investment portfolio, held to maturity securities were sold and as a result the remaining held to maturity securities were transferred to the available for sale category. For the six months ended June 30, 2021, purchases amounted to $161.5 million in U.S. government agency mortgage-backed securities and $10.0 million U.S. government obligations. The following table provides the composition of our securities available for sale at the dates indicated:
Debt securities:
U.S. government agency and government-sponsored mortgage-backed and collateralized mortgage obligations
323,740
323,950
251,145
254,283
Mortgage servicing rights. Mortgage servicing rights (“MSRs”) are created as a result of our mortgage banking origination activities and accounted for at fair value. At June 30, 2021, we serviced mortgage loans for others with an aggregate outstanding principal balance of $3.67 billion. Total MSRs were $36.0 million at June 30, 2021 and $24.8 million at December 31, 2020.
Management has made the strategic decision not to hedge mortgage servicing assets at present. Therefore, any future declines in interest rates would likely cause decreases in the fair value of the MSRs, and a corresponding decrease in earnings, whereas increases in interest rates would result in increases in fair value, and a corresponding increase in earnings. MSRs recorded in the second half of 2020 may be less sensitive to falling rates in the future as they were originated in a low mortgage rate environment. Management may choose to hedge the mortgage servicing assets in the future or limit the balance of MSRs by selling them or selling loans with the servicing released.
50
Deposits. Deposits increased $181.7 million, or 5.2%, to $3.69 billion at June 30, 2021 from $3.51 billion at December 31, 2020. The following table sets forth information concerning the composition of deposits:
Increase (Decrease)
Dollars
Noninterest-bearing deposits
110,446
16.0
249,949
218,526
31,423
Regular savings
124,129
12.4
Money market accounts
535,962
550,834
(14,872)
(2.7)
566,312
614,884
(48,572)
(7.9)
Consumer and business deposits
3,275,464
3,072,910
202,554
6.6
Municipal deposits
302,256
321,938
(19,682)
(6.1)
Wholesale deposits
110,220
111,361
(1,141)
(1.0)
181,731
5.2
Reciprocal deposits
45,012
104,946
(59,934)
(57.1)
The growth in deposits was driven by an increase of $202.6 million in consumer and business deposits. Consumer and business deposit growth was primarily a response to marketing and promotions of retail products and customers maintaining liquidity due to market uncertainty as a result of the COVID-19 pandemic. At June 30, 2021, wholesale deposits included brokered deposits of $100.0 million and $10.2 million in certificates of deposits from institutional investors. We participate in a reciprocal deposit program that provides access to FDIC-insured deposit products in aggregate amounts exceeding the current limits for depositors. Total deposits included $45.0 million in reciprocal deposits. The wholesale deposits provide a channel for the Company to seek additional funding outside the Company’s core market.
Borrowings. Total borrowings from the FHLB decreased $61.6 million, or 41.3%, to $87.5 million at June 30, 2021 from $149.1 million at December 31, 2020.
Stockholders’ equity. Total stockholders’ equity was $705.5 million at June 30, 2021, compared to $696.3 million at December 31, 2020. During the second quarter, the Company completed a share repurchase program adopted September 3, 2020 to repurchase up to 2,920,900 shares of the Company’s common stock at an average cost of $11.32 per share. The Company adopted a second share repurchase program on April 16, 2021 to repurchase up to 2,790,903 shares of the Company’s common stock, or approximately 5% of the Company’s outstanding shares. The Company repurchased 418,452 shares at an average cost of $14.41 per share through June 30, 2021, under the second share repurchase program.
Comparison of Results of Operations for the Three and Six Months Ended June 30, 2021 and 2020
HarborOne Bancorp, Inc. Consolidated
Overview. Consolidated net income for the three and six months ended June 30, 2021 was $14.3 million and $33.7 million, respectively, compared to net income of $10.6 million and $15.3 million for the three and six months ended June 30, 2020, respectively.
Average Balances and Yields. The following table sets forth average balance sheets, annualized average yields and costs, and certain other information for the periods indicated, on a consolidated basis. Interest income on tax-exempt securities has been adjusted to a fully taxable-equivalent basis using a federal tax rate of 21%. All average balances are daily average balances. Non-accrual loans were included in the computation of average balances, but have been reflected in the table as loans carrying a zero yield. The yields set forth below include the effect of deferred fees, discounts and premiums that are amortized or accreted to interest income or expense.
51
Yield/
Interest-earning assets:
Investment securities (1)
325,205
240,025
1,430
2.40
Other interest-earning assets
397,979
0.14
222,840
0.43
115,240
2.97
119,047
3.34
Commercial loans (2)
2,152,105
22,079
4.11
1,872,349
18,196
3.91
Residential real estate loans (2)
1,064,481
9,747
3.67
1,123,896
11,811
4.23
Consumer loans (2)
205,856
2,280
4.44
372,929
3,963
4.27
3,422,442
4.00
3,369,174
4.06
Total interest-earning assets
4,260,866
3.38
3,951,086
36,627
3.73
Noninterest-earning assets
339,438
334,452
4,600,304
4,285,538
Interest-bearing liabilities:
Savings accounts
1,118,494
0.17
842,560
0.40
231,075
0.07
187,560
853,586
417
0.20
826,939
1,207
0.59
Certificates of deposit
589,964
1,229
0.84
730,756
3,472
1.91
154
0.62
66,701
259
1.56
Total interest-bearing deposits
2,893,119
0.32
2,654,516
0.88
FHLB advances
96,823
2.20
258,679
1.31
Subordinated debentures
34,080
6.17
33,951
6.21
Total borrowings
130,903
1,055
3.23
292,630
1,369
1.88
Total interest-bearing liabilities
3,024,022
0.45
2,947,146
Noninterest-bearing liabilities:
784,521
585,715
Other noninterest-bearing liabilities
88,577
72,808
3,897,120
3,605,669
Total equity
703,184
679,869
Total liabilities and equity
Tax equivalent net interest income
29,453
Tax equivalent interest rate spread (3)
2.93
2.75
Less: tax equivalent adjustment
Net interest income as reported
Net interest-earning assets (4)
1,236,844
1,003,940
Net interest margin (5)
3.06
3.00
Tax equivalent effect
Net interest margin on a fully tax equivalent basis
Ratio of interest-earning assets to interest-bearing liabilities
140.90
134.06
Supplemental information:
Total deposits, including demand deposits
3,677,640
3,240,231
Cost of total deposits
0.25
0.72
Total funding liabilities, including demand deposits
3,808,543
3,532,861
Cost of total funding liabilities
0.35
0.82
(1) Includes securities available for sale and securities held to maturity. Interest income from tax exempt securities is computed on a taxable equivalent basis using a tax rate of 21%. The yield on investments before tax equivalent adjustments was 2.40% for the quarter ended June 30, 2020.
(2) Includes nonaccruing loan balances and interest received on such loans.
(3) Net interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities.
(4) Net interest-earning assets represents total interest-earning assets less total interest-bearing liabilities.
(5) Net interest margin represents net interest income divided by average total interest-earning assets.
52
298,430
0.93
257,828
3,252
2.54
289,853
0.15
204,730
154,117
2.85
90,297
2,156,566
42,859
4.01
1,760,008
36,319
4.15
1,074,332
20,087
3.77
1,112,036
23,355
4.22
229,304
5,020
4.41
394,123
8,321
4.25
3,460,202
3.96
3,266,167
4.19
4,202,602
3.44
3,819,022
73,810
3.89
403,990
324,323
4,606,592
4,143,345
1,088,822
0.18
764,295
2,132
221,731
173,130
64
857,530
977
0.23
831,048
3,790
0.92
598,977
2,673
0.90
762,819
7,829
2.06
296
0.60
79,445
1.73
2,867,060
2,610,737
1.12
99,588
2.19
249,990
1.69
34,063
6.20
33,935
133,651
2,130
3.21
283,925
3,145
2.23
3,000,711
0.48
2,894,662
1.23
745,613
502,668
155,640
70,261
3,901,964
3,467,591
704,628
675,754
56,167
2.96
2.66
1,201,891
924,360
3.10
140.05
131.93
3,612,673
3,113,405
0.94
3,746,324
3,397,330
0.38
1.04
(1) Includes securities available for sale and securities held to maturity. Interest income from tax exempt securities is computed on a taxable equivalent basis using a tax rate of 21%. The yield on investments before tax equivalent adjustments was 2.52% for the six months ended June 30, 2020, respectively.
Rate/Volume Analysis. The following table presents, on a tax equivalent basis, the effects of changing rates and volumes on our net interest income for the periods indicated, on a consolidated basis. The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The total column represents the sum of the prior columns. For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately based on the changes due to rate and the changes due to volume.
2021 v. 2020
Increase (Decrease) Due to Changes in
Volume
Investment securities
399
(1,036)
(637)
451
(2,325)
(1,874)
(224)
(103)
302
(1,086)
(784)
(105)
(136)
611
Commercial loans
2,674
1,209
3,883
8,253
(1,713)
6,540
Residential real estate loans
(588)
(1,476)
(2,064)
(787)
(2,481)
(3,268)
Consumer loans
(1,715)
(1,683)
(3,345)
(3,301)
371
(235)
4,121
(4,150)
(29)
860
(1,600)
(740)
5,817
(7,893)
(2,076)
(592)
(373)
675
(1,809)
(1,134)
(790)
118
(2,931)
(2,813)
(572)
(1,671)
(2,243)
(1,422)
(3,734)
(5,156)
Brokered deposit
95
(200)
(532)
(387)
(212)
(3,291)
(3,503)
(470)
(9,006)
(9,476)
(359)
(314)
(1,017)
(1,015)
(1)
(358)
(570)
(3,247)
(3,817)
(1,487)
(9,004)
(10,491)
Change in net interest income
1,647
3,077
7,304
1,111
8,415
Interest and Dividend Income. Interest and dividend income on a tax equivalent basis decreased $740,000, or 2.0%, to $35.9 million for the three months ended June 30, 2021, compared to $36.6 million for the three months ended June 30, 2020. All adjustable rate products were negatively impacted by the Federal Reserve cuts to the federal funds rate, and although loan origination volume remains strong, lower rates on loan originations also negatively impacted interest and dividend income. For the three months ended June 30, 2021, the components of the decrease were a $637,000 decrease investment income, a $136,000 decrease in interest on loans held for sale, and a $103,000 decrease in interest on other interest earning assets, partially offset by a $136,000 increase in interest on loans. The yield on investment securities decreased 142 basis points. The increase in interest income on loans reflected the $53.3 million, or 1.6%, increase in the average total loan balance, partially offset by a 6 basis points decrease in the average yield on loans. Commercial loans were the primary driver of the average balance growth and residential real estate loans were the primary driver of the decrease in yield . Loan interest income for the three months ended June 30, 2021 included $1.0 million in accretion income from the fair value discount on loans acquired from Coastway Bancorp, Inc., as compared to $1.3 million for the three months ended June 30, 2020. Loan interest income for the three months ended June 30, 2021 also includes $1.3 million in recognition of origination fees on the PPP loans as compared to $518,000 for the three months ended June 30, 2020. The decrease in interest on loans held for sale reflected a lower average balance due to a decrease in residential real estate mortgage loan demand.
Compared to the first six months of 2020, interest and dividend income decreased $2.1 million, or 2.8%, reflecting a $1.9 million decrease in investment income, a $784,000 decrease in other interest-earning assets income, and a $29,000 decrease in total loan income, partially offset by a $611,000 increase in income from loans held for sale. Average investments increased $40.6 million, however, the yield decreased 161 basis points, primarily as a result of accelerated amortization of premiums on mortgage-backed securities. The average of other interest-bearing assets increased $85.1 million, offset by a 83 basis point decrease in yield. The decrease in loan yield was largely offset by the increase in the average balances.
Interest Expense. Interest expense decreased $3.8 million, or 53.2%, to $3.4 million for the three months ended June 30, 2021 from $7.2 million for the three months ended June 30, 2020. The decrease resulted from a $3.5 million decrease in interest expense on deposits and a $314,000 decrease in interest expense on FHLB borrowings. The decrease in interest expense on deposits reflected a 56-basis point decrease in the cost of interest-bearing deposits, partially offset by $238.6 million, or 9.0%, increase in the average balance of interest-bearing deposits. The cost of deposit funds was significantly impacted by falling rates and the deposit mix, as customers moved to more liquid options. The average balance of savings accounts increased $275.9 million, or 32.7%, and the average cost of savings accounts decreased 23 basis points. The cost of money market deposits decreased 39 basis points to 0.20% for the three months ended June 30, 2021 compared to the three months ended June 30, 2020, and the average balance increased 3.2%. Average certificates of deposit decreased by $140.8 million, or 19.3%, and the cost of certificates of deposits was 0.62% for the second quarter of 2021 compared to 1.91% for the second quarter of 2020. The decrease in interest expense on FHLB advances resulted from a $161.9 million, or 62.6% decrease in average balances partially offset by a 89-basis point increase in the cost of FHLB advances.
Compared to the first six months of 2020, interest expense decreased $10.5 million, or 59.5%, to $7.2 million from $17.6 million reflecting similar trends discussed in the quarter over quarter results. Average interest bearing deposits increased $256.3 million, or 9.8%, and the cost of interest-bearing deposits decreased 77 basis points year over year. The decrease in interest expense on FHLB borrowings is due to the average balance decrease of $150.4 million, or 60.2%, partially offset by a 50 basis point increase in the cost of borrowed funds.
Net Interest and Dividend Income. Net interest and dividend income on a tax equivalent basis increased $3.1 million, or 10.4%, to $32.5 million for the three months ended June 30, 2021 from $29.5 million for the three months ended June 30, 2020, primarily as a result of deposit account repricing and commercial loan growth. The tax equivalent net interest spread increased 18 basis points to 2.93% for the three months ended June 30, 2021 from 2.75% for the three months ended June 30, 2020, and net interest margin on a tax equivalent basis increased 6 basis points to 3.06% for the three months ended June 30, 2021 from 3.00% for three months ended June 30, 2020.
Compared to the first six months of 2020, net interest and dividend income increased $8.4 million, or 15.0%, to $64.6 million from $56.2 million. The tax equivalent net interest spread increased 30 basis points to 2.96% for the six months ended June 30, 2021 from 2.66% for the six months ended June 30, 2020, and net interest margin on a tax equivalent
basis also increased by 14 basis points to 3.10% for the six months ended June 30, 2021 from 2.96% for the six months ended June 30, 2020.
Income Tax Provision. The provision for income taxes and effective tax rate for the three months ended June 30, 2021 was $5.6 million and 28.3%, respectively, compared to $3.7 million and 25.8%, respectively, for the three months ended June 30, 2020.
The provision for income taxes and effective tax rate for the six months ended June 30, 2021 was $13.2 million and 28.2%, respectively, compared to $5.4 million and 26.0%, respectively, for the six months ended June 30, 2020.
Segments. The Company has two reportable segments: HarborOne Bank and HarborOne Mortgage. Revenue from HarborOne Bank consists primarily of interest earned on loans and investment securities and service charges on deposit accounts. Revenue from HarborOne Mortgage is comprised of interest earned on loans and fees received as a result of the residential mortgage origination, sale and servicing process. Residential real estate portfolio loans are originated by HarborOne Mortgage and purchased by the Bank.
The table below shows the results of operations for the Company’s segments, HarborOne Bank and HarborOne Mortgage, for the three and six months ended June 30, 2021 and 2020, and the increase or decrease in those results:
HarborOne Mortgage
2,995
10.3
(14,290)
(142.8)
17,285
90.3
(16,600)
(53.8)
489
35.0
(489)
(35.0)
(1,512)
(243.5)
(70)
(20.2)
96
2.6
490
31.8
(18,505)
(52.4)
1,110
23.2
281.8
1,600
49.3
(18,474)
(52.3)
(1,090)
(4.3)
(4,111)
(22.6)
19,975
703.8
(14,247)
(79.8)
4,836
NM
(73.9)
15,139
528.4
(11,382)
(81.4)
7,733
13.9
106.4
(17,948)
(130.5)
25,681
61.3
(4,076)
(9.4)
227
12.6
(227)
(12.6)
1,527
92.0
4,828
125.8
(17.4)
2,319
40.7
1,633
59.1
2,844
6.1
(17.5)
109.0
(692)
(6.6)
2,989
6.4
(915)
(1.8)
3,368
11.7
25,904
880.5
706
3.7
Provision for income taxes
6,670
409.7
29.9
19,234
1,463.8
(523)
(3.5)
57
HarborOne Bank Segment
Results of Operations for the Three and Six Months Ended June 30, 2021 and 2020
Net Income. The Bank’s net income increased by $15.1 million to $12.3 million for the three months ended June 30, 2021 compared to a net loss of $2.9 million for the three months ended June 30, 2020. Pre-tax income was $17.1 million for the three months ended June 30, 2021, a $20.0 million increase from the three months ended June 30, 2020. The increase in pre-tax income reflects a $14.3 million decrease in the provision for loan losses, an increase of $3.0 million in net interest and dividend income, a $1.6 million increase in noninterest income, and a $1.1 million decrease in noninterest expense. The provision for income taxes increased $4.8 million.
Compared to the first six months of 2020, the Bank’s net income for the six months ended June 30, 2021 increased $19.2 million to $20.5 million from $1.3 million. Pre-tax income increased $25.9 million, or 880.5%, due to a $17.9 million decrease in provision for loan losses, a $7.7 million increase in net interest and dividend income and a $915,000 decrease in noninterest expense partially offset by a $692,000 decrease in noninterest income. The provision for income taxes increased $6.7 million.
Provision for Loan Losses. The Bank recorded a reversal of provision for loan losses of $4.3 million and $4.2 million for three and six months ended June 30, 2021, respectively, as compared to a provision for loan losses of $10.0 million and $13.8 million, respectively, for the three and six months ended June 30, 2020. Changes in the provision for loan losses are based on management’s assessment of loan portfolio growth and composition changes, historical charge-off trends, and ongoing evaluation of credit quality and current economic conditions.
The provision for loan losses for the quarter ended June 30, 2021 included adjustments for our quarterly analysis of our historical and peer loss experience rates, commercial real estate loan growth, an increase of general reserve allocation of 5 basis points on jumbo residential mortgage loans, and a $1.5 million specific reserve on one commercial credit. Positive economic and pandemic trends also resulted in a $6.4 million negative provision for COVID-19. The provision for loan losses for the quarter ended June 30, 2020 included adjustments for our quarterly analysis of our historical and peer loss experience rates, commercial real estate loan growth, and a $5.7 million provision directly related to the estimate of inherent losses resulting from the impact of the COVID-19 pandemic.
In estimating the provision for the COVID-19 pandemic, management considered economic factors, including unemployment rates and the interest rate environment, the volume and dollar amount of requests for payment deferrals, and the loan risk profile of each loan type. Positive economic trends, vaccination rates, and COVID-19 cases, low delinquency levels, and status of deferred loans resulted in management reducing provisions related to the COVID-19 pandemic in the second quarter of 2021 with a reversal of provision of $6.4 million. There was no additional provisions provided for the COVID-19 pandemic for the first quarter of 2021. The additional provisions provided to each loan category for the three months ended June 30, 2020 amounted to allocations of $1.6 million to the residential real estate portfolio, $3.2 million to the commercial portfolio and $935,000 to the consumer portfolio
Net recoveries were $175,000 and $73,000 for the three and six months ended June 30, 2021 compared to net charge-offs of $286,000 and $1.7 million for the three and six months ended June 30, 2020. Net recoveries to average loans outstanding on an annualized basis for the three and six months ended June 30, 2021 were 0.02% and less than 0.01%, respectively, compared to net charge-offs to average loans outstanding of 0.03% and 0.10% for the three and six months ended June 30, 2020. The 2020 year-to-date charge-offs includes a $1.2 million commercial real estate charge-off on a loan acquired from Coastway, secured by a hotel property, in the amount of $3.1 million and whose credit deterioration was unrelated to the COVID-19 pandemic. At June 30, 2021, nonperforming assets were $32.7 million and nonperforming assets to total assets were 0.71% as compared to $38.6 million and 0.86%, respectively, at June 30, 2020.
58
Noninterest Income. Total noninterest income was $4.8 million and $9.9 million for the three and six months ended June 30, 2021 compared to $3.2 million and $10.6 million for the respective prior year periods. The following table sets forth the components of noninterest income:
Intersegment loss
Secondary market loan servicing fees, net of guarantee fees
Total mortgage banking loss
Interchange fees
2,741
2,183
25.6
Other deposit account fees
1,805
786
1,019
129.6
2.9
Gain on sale and call of securities
(100.0)
(46)
(8.3)
Swap fee income
731
(731)
738
423
74.5
5,151
4,176
975
23.3
3,247
2,724
523
19.2
(104)
1,142
(847)
(74.2)
(345)
(24.1)
The primary reasons for the variances within the noninterest income categories shown in the preceding table are noted below:
Conversely, during the six months ended June 30, 2021, the 10-year Treasury Constant Maturity rate increased 52 basis points from year end 2020 and positively impacted the fair value of the mortgage servicing rights in the amount
of $528,000. The year-to-date fair value increase was offset by residential loan payoffs that resulted in a $660,000 decrease in MSRs.
During the three and six months ended June 30, 2020, the 10-year Treasury Constant Maturity rate decreased 4 basis points and 126 basis points, respectively. The fair value decrease and the decrease as a result of residential mortgage loan payoffs for the three and six months ended June 30, 2020 totaled $490,000 and $1.7 million, respectively.
60
Noninterest Expense. Total noninterest expense was $24.1 million and $48.6 million for the three and six months ended June 30, 2021, respectively, compared to $25.2 million and $49.5 million for the respective prior year periods. The following table sets forth the components of noninterest expense:
13,765
13,254
511
3,839
3,298
541
16.4
Data processing expenses
2,210
2,189
175
317
(142)
(44.8)
782
(228)
(123)
(26.7)
370
404
(34)
(8.4)
955
(252)
(20.9)
(60)
(461.5)
19.0
1,409
2,786
(1,377)
(49.4)
26,928
26,550
378
1.4
8,226
7,069
1,157
4,451
4,306
3.4
605
499
21.2
1,539
(266)
(14.7)
(182)
(19.0)
724
(15.5)
1,885
2,111
(226)
(10.7)
(162)
(117.4)
102
18.5
2,827
4,661
(1,834)
(39.3)
The primary reasons for the significant variances within the noninterest expense categories shown in the preceding table are noted below:
61
HarborOne Mortgage Segment
Net Income. HarborOne Mortgage recorded net income of $2.6 million and $14.3 million for the three and six months ended June 30, 2021 as compared to net income of $14.0 million and $14.8 million for the prior year periods. HarborOne Mortgage segment’s results are heavily impacted by prevailing rates, refinancing activity and home sales.
Noninterest Income. Total noninterest income was $16.9 million and $49.7 million for the three and six months ended June 30, 2021, respectively, as compared to $35.4 million and $47.1 million for the respective prior year periods. Noninterest income is primarily from mortgage banking income for which the following table provides further detail:
Intersegment gain
Processing, underwriting and closing fees
2,281
3,094
(813)
(26.3)
Secondary market loan servicing fees net of guarantee fees
609
909
149.3
Originated mortgage servicing rights included in gain on sale of mortgage loans
3,813
755
19.8
Change in 10-year Treasury Constant Maturity rate in basis points
5,173
4,526
14.3
2,841
1,169
1,672
143.0
10,246
4,091
6,155
150.5
The primary reasons for the significant variances in the noninterest income category shown in the preceding table are noted below:
62
Conversely, during the six months ended June 30, 2021, the 10-year Treasury Constant Maturity rate increased 52 basis points from year end 2020 and positively impacted the fair value of the mortgage servicing rights in the amount of $3.4 million. The year-to-date fair value increase was offset by residential loan payoffs that resulted in a $2.4 million decrease in MSRs.
During the three and six months ended June 30, 2020, the 10-year Treasury Constant Maturity rate decreased 4 basis points and 126 basis points, respectively. The fair value decrease and the decrease as a result of residential mortgage loan payoffs for the three and six months ended June 30, 2020 totaled $621,000 and $3.8 million, respectively.
The following table provides additional loan production detail:
Loan
% of Total
Product Type
Conventional
438,498
68.6
612,763
71.5
Government
43,041
6.8
31,235
State Housing Agency
19,764
3.1
19,463
2.3
Jumbo
137,366
21.5
192,897
22.5
Seconds
157
638,814
856,515
Purpose
Purchase
298,162
46.7
233,041
27.2
Refinance
331,055
51.8
608,777
71.1
9,597
1.5
14,697
1.7
1,015,158
72.6
871,136
71.9
91,703
66,964
5.5
35,053
2.5
33,226
256,820
18.3
240,298
264
272
1,398,998
99.9
1,211,896
520,088
37.2
376,734
31.1
863,689
61.7
814,103
67.2
15,221
1.1
21,059
Noninterest Expense. Total noninterest expense was $14.1 million and $32.2 million for the three and six months ended June 30, 2021 compared to $18.3 million and $29.1 million for the respective ,prior year periods. The following tables set forth the components of noninterest expense:
11,376
14,317
(2,941)
(20.5)
805
838
(33)
(3.9)
128
45.5
1,075
2,385
(1,310)
(54.9)
4.3
3.3
452
299
153
51.2
185
208
(23)
(11.1)
25,638
22,412
3,226
1,612
1,614
(0.1)
222
152
46.1
3,080
3,456
(376)
(10.9)
105
(18.0)
69
(1.4)
1,061
561
500
89.1
(26)
(6.5)
Asset Quality
The following table provides information with respect to our nonperforming assets, including TDRs, at the dates indicated. We did not have any accruing loans past due 90 days or more at the dates presented.
Nonaccrual loans:
232
564
Total nonaccrual loans (1)
Other real estate owned and repossessed assets:
One- to four-family residential real estate owned
297
Other repossessed assets
Total nonperforming assets
32,731
34,696
Performing troubled debt restructurings
10,185
11,652
Total nonperforming assets and performing troubled debt restructurings
42,916
46,348
Total nonperforming loans to total loans (2)
0.95
Total nonperforming assets and performing troubled debt restructurings to total assets
1.03
Total nonperforming assets to total assets
0.77
(1) $3.2 million and $3.6 million of troubled debt restructurings are included in total nonaccrual loans at June 30, 2021 and December 31, 2020 respectively
(2) Total loans are presented before allowance for loan losses, but include deferred loan origination costs (fees), net.
Income related to impaired loans included in interest income for the three months ended in June 30, 2021 and 2020, amounted to $326,000 and $254,000, respectively. Income related to impaired loans included in interest income for the six months ended June 30, 2021 and 2020, amounted to $744,000 and $583,000, respectively.
The Company utilizes a ten-grade internal loan rating system for commercial real estate, commercial construction and commercial loans. Loans not rated consist primarily of residential construction loans and certain smaller balance commercial real estate and commercial loans that are managed by exception.
The following table presents our risk rated loans considered classified or special mention in accordance with our internal risk rating system:
Classified loans:
Substandard
9,859
16,535
Doubtful
10,503
4,557
Loss
Total classified loans
20,362
21,092
Special mention
17,244
17,796
Total criticized loans
37,606
38,888
None of the special mention assets at June 30, 2021 and December 31, 2020 were on nonaccrual.
At June 30, 2021, our allowance for loan losses was $51.3 million, or 1.50% of total loans and 158.1% of nonperforming loans. At December 31, 2020, our allowance for loan losses was $55.4 million, or 1.59% of total loans and 162.4% of nonperforming loans. Nonperforming loans at June 30, 2021 were $32.4 million, or 0.95% of total loans, compared to $34.1 million, or 0.98% of total loans, at December 31, 2020. The allowance for loan losses is maintained at a level that represents management’s best estimate of losses in the loan portfolio at the balance sheet date; however, there can be no assurance that the allowance for loan losses will be adequate to cover losses which may be realized in the future or that additional provisions for loan losses will not be required.
The following table sets forth the breakdown of the allowance for loan losses by loan category at the dates indicated:
% of
Amount to
% of Loans
in Category
to Total Loans
4,598
8.97
27.10
6,152
11.11
26.58
698
1.36
3.90
1,072
4.17
1.00
195
0.89
64.34
45.70
62.76
44.39
3.78
3.20
3.53
15.72
13.70
9.59
13.29
1.66
5.40
4.47
7.84
Total general and allocated allowance
49,274
96.10
100.00
51,925
93.74
6.26
66
Analysis of Loan Loss Experience. The following table sets forth an analysis of the allowance for loan losses for the periods indicated:
Allowance at beginning of period
Charge offs:
Commercial Real Estate
Total charge-offs
Recoveries:
129
144
143
76
Total recoveries
Net (charge-offs) recoveries
(286)
(1,706)
Allowance at end of period
Total loans outstanding at end of period
3,474,022
Average loans outstanding
Allowance for loan losses as a percent of total loans outstanding at end of period
1.50
Annualized net loans charged off as a percent of average loans outstanding
(0.02)
0.03
(0.00)
0.10
Allowance for loan losses to nonperforming loans at end of period
158.08
94.86
We recorded a reversal of provision for loan losses of $4.3 million and $4.2 million for the three and six months ended June 30, 2021, respectively, compared to provision of $10.0 million and $13.8 million for the three and six months ended June 30, 2020, respectively. Changes in the provision for loan losses are based on management’s assessment of loan portfolio growth and composition changes, historical charge-off trends, and ongoing evaluation of credit quality and current economic conditions.
The provision for loan losses for the quarter ended June 30, 2021 included adjustments for our quarterly analysis of our historical and peer loss experience rates, commercial real estate loan growth, an increase of general reserve allocation of 5 basis points on jumbo residential mortgage loans, and a $1.5 million specific reserve on one commercial credit. Positive economic and pandemic trends also resulted in a $6.4 million negative provision for COVID-19. The provision for loan losses for the quarter ended June 30, 2020 includes adjustments for our quarterly analysis of our historical and peer loss experience rates, commercial real estate loan growth, and a $5.7 million provision directly related to the estimate of inherent losses resulting from the impact of the COVID-19 pandemic.
In estimating the provision for the COVID-19 pandemic, management considered economic factors, including unemployment rates and the interest rate environment, the volume and dollar amount of requests for payment deferrals, and the loan risk profile of each loan type. Positive economic trends, vaccination rates, and COVID-19 cases, low delinquency levels, and status of deferred loans resulted in management reducing provisions related to the COVID-19 pandemic in the second quarter of 2021 with a reversal of provision of $6.4 million. There was no additional provisions provided for the COVID-19 pandemic for the first quarter of 2021. During the first six months of 2020, additional provisions provided for the COVID-19 pandemic amounted to $7.2 million.
.
67
Net recoveries totaled $175,000 and $73,000 for the three and six months ended June 30, 2021. Net charge-offs totaled $286,000, or 0.03% of average loans outstanding on an annualized basis and $1.7 million, or 0.10% of average loans outstanding on an annualized basis, for the three and six months ended June 30, 2020.
Credit quality performance has remained strong with total nonperforming assets of $32.7 million at June 30, 2021, compared to $38.6 million at June 30, 2020. Nonperforming assets as a percentage of total assets were 0.71% at June 30, 2021 and 0.86% at June 30, 2020.
Management of Market Risk
Net Interest Income Analysis. The Company uses income simulation as the primary tool for measuring interest-rate risk inherent in our balance sheet at a given point in time by showing the effect on net interest income, over specified time frames and using different interest rate shocks and ramps. The assumptions include, but are not limited to, management’s best assessment of the effect of changing interest rates on the prepayment speeds of certain assets and liabilities, projections for account balances in each of the product lines offered and the historical behavior of deposit rates and balances in relation to changes in interest rates. These assumptions are inherently changeable, and as a result, the model is not expected to precisely measure net interest income or precisely predict the impact of fluctuations in interest rates on net interest income. Actual results will differ from the simulated results due to timing, magnitude, and frequency of interest rate changes as well as changes in the balance sheet composition and market conditions. Assumptions are supported with quarterly back testing of the model to actual market rate shifts.
The table below sets forth, as of June 30, 2021, the net interest income simulation results that estimate the impact of interest rate changes on the Company’s estimated net interest income over one year:
Change in Net Interest Income
Changes in Interest Rates
Year One
(basis points) (1)
(% change from year one base)
+300
-100
(10.6)
(1) The calculated change in net interest income assumes an instantaneous parallel shift of the yield curve.
Economic Value of Equity Analysis. The Company also uses the net present value of equity at risk, or “EVE,” methodology. This methodology calculates the difference between the present value of expected cash flows from assets and liabilities. The comparative scenarios assume an immediate parallel shift in the yield curve up 300 basis points and down 100 basis points.
The board of directors and management review the methodology’s measurements for both net interest income and EVE on a quarterly basis to determine whether the exposure resulting from the changes in interest rates remains within established tolerance levels and develops appropriate strategies to manage this exposure.
The table below sets forth, as of June 30, 2021, the estimated changes in the EVE that would result from an instantaneous parallel shift in interest rates. Computations of prospective effects of hypothetical interest rate changes are
based on numerous assumptions, including relative levels of market interest rates, loan prepayments and deposit decay, and should not be relied upon as indicative of actual results.
At June 30, 2021
EVE as a Percentage of Economic
Estimated Increase (Decrease)
Value of Assets
Estimated
in EVE
Changes in
EVE
EVE Ratio (2)
Basis Points
+ 300
822,720
14,080
1.8
+ 200
879,300
70,660
8.7
+ 100
876,875
68,235
8.4
0
808,640
17.4
- 100
668,304
(140,337)
14.1
(3.3)
(1) Assumes instantaneous parallel changes in interest rates.
(2) EVE Ratio represents EVE divided by the economic value of assets.
Liquidity Management and Capital Resources
Liquidity is the ability to meet current and future financial obligations of a short-term and long-term nature. Our primary sources of funds consist of deposit inflows, loan repayments, maturities and sales of securities, and borrowings from the FHLB. While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows, calls of investment securities and borrowed funds and prepayments on loans are greatly influenced by general interest rates, economic conditions and competition.
The objective of our liquidity risk management process is to manage cash flow and liquidity in an effort to provide continuous access to sufficient, reasonably priced funds. Funding requirements are impacted by loan originations and refinancings, deposit balance changes, liability issuances and settlements, and off-balance sheet funding commitments. We consider and comply with various regulatory guidelines regarding required liquidity levels and periodically monitor our liquidity position in light of the changing economic environment and customer activity. Based on periodic liquidity assessments, we may alter our asset, liability, and off-balance sheet positions. Management regularly adjusts our investments in liquid assets based upon an assessment of (i) expected loan demand, (ii) expected deposit flows, (iii) yields available on interest-earning deposits and securities, and (iv) the objectives of our interest rate risk and investment policies.
We have access to immediate liquid resources in the form of cash which is primarily on deposit with the Federal Reserve Bank of Boston (“FRB”). Potential sources of liquidity also include investment securities in our available-for-sale securities portfolio and our ability to sell loans in the secondary market. Our core deposits have historically provided us with a long-term source of stable and relatively lower cost source of funding. Additional funding is available through the issuance of long-term debt or equity.
Maturities and payments on outstanding loans and investment securities also provide a steady flow of funds. Liquidity is further enhanced by our ability to pledge loans to access secured borrowings from the FHLB and FRB. As of June 30, 2021, we had additional borrowing capacity of $764.1 million from the FHLB and $65.4 million from the FRB based on the amount of collateral pledged. We also have additional borrowing capacity under a $25.0 million unsecured federal funds line with a correspondent bank.
We continued our focus on maintaining a strong liquidity position throughout the first six months of 2021. As of June 30, 2021, cash and cash equivalents were $415.6 million, the carrying value of our available-for-sale investment securities was $353.8 million, and total deposits were $3.69 billion as of June 30, 2021.
The Company and the Bank are subject to various regulatory capital requirements. At June 30, 2021, the Company and the Bank exceeded all regulatory capital requirements and were considered “well capitalized” under regulatory guidelines. See Note 13 to our unaudited interim Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q.
Off-Balance Sheet Arrangements, Credit Commitments, and Contractual Obligations
At June 30, 2021, we had outstanding commitments to originate loans of $412.9 million and unadvanced funds on loans of $525.7 million. We anticipate that we will have sufficient funds available to meet our current loan origination commitments. Certificates of deposit that are scheduled to mature in less than one year from June 30, 2021 totaled $593.8 million. Management expects, based on historical experience, that a substantial portion of the maturing certificates of deposit will be renewed. However, if a substantial portion of these deposits is not retained, we may use FHLB advances, brokered deposits, or raise interest rates on deposits to attract new accounts, which may result in higher levels of interest expense.
There are no other off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors. For additional information on financial instruments with off-balance sheet risk see Note 10 of the unaudited interim Consolidated Financial Statements included in Part I, item I of this Form 10-Q.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by this Item is included in Part I, Item 2 of this Quarterly Report on Form 10-Q under the heading “Management of Market Risk.”
ITEM 4. CONTROLS AND PROCEDURES
An evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Exchange Act) as of June 30, 2021. In designing and evaluating the Company’s disclosure controls and procedures, the Company and its management recognize that any controls and procedures, no matter how well-designed and operated, can provide only a reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating and implementing possible controls and procedures. Based on that evaluation, the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
During the quarter ended June 30, 2021, there were no changes in the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are not involved in any material pending legal proceedings as a plaintiff or a defendant other than routine legal proceedings occurring in the ordinary course of business. We are not involved in any legal proceedings the outcome of which we believe would be material to our financial condition or results of operations.
ITEM 1A. RISK FACTORS
There have been no material changes in the Company’s risk factors from those disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities
Total Number
of Shares
Average Price
Purchased
Paid Per Share
April 1 to April 30, 2021
53,601
13.51
May 1 to May 31, 2021
212,050
14.74
June 1 to June 30, 2021
227,488
14.41
493,139
14.45
During the second quarter of 2021, the Company completed a share repurchase program adopted September 3, 2020 to repurchase 2,920,900 shares of the Company’s common stock at an average cost of $11.32 per share. The Company adopted a second share repurchase program on April 16, 2021 to repurchase up to 2,790,903 shares of the Company’s common stock, or approximately 5% of the Company’s outstanding shares. The Company repurchased 418,452 shares at an average cost of $14.41 per share through June 30, 2021, under the second share repurchase program.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
ITEM 6. EXHIBITS
The exhibits listed in the Exhibit Index are included in, or incorporated by reference into, this Quarterly Report on Form 10-Q.
The following exhibits are included in this Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 (and are numbered in accordance with Item 601 of Regulation S-K):
Exhibit No.
Description
31.1*
Certification of Chief Executive Officer Required by Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act
31.2*
Certification of Chief Financial Officer Required by Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act
32.1**
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets as of June 30, 2021 and December 31, 2020, (ii) the Consolidated Statements of Income for the three and six months ended June 30, 2021 and 2020 (iii) the Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2021 and 2020, (iv) the Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2021 and 2020, (v) the Consolidated Statements of Cash Flows for the six months ended June 30, 2021 and 2020, and (vi) the Notes to the unaudited Consolidated Financial Statements.
104
Cover Page Interactive Data File (formatted in Inline XBRL and included in Exhibit 101)
*Filed herewith
**Furnished herewith
† Management contract or compensation plan or arrangement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: August 5, 2021
By:
/s/ James W. Blake
James W. Blake
Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Linda H. Simmons
Linda H. Simmons
Executive Vice President and Chief Financial Officer
(Principal Accounting and Financial Officer)