GBCI 10-Q Quarterly Report March 31, 2020 | Alphaminr
GLACIER BANCORP, INC.
ALPHAMINR

GBCI 10-Q Quarter ended March 31, 2020

Balance Sheet
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Income Statement
Debt
GLACIER BANCORP, INC.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________________
FORM 10-Q
____________________________________________________________

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________
Commission file number 000-18911
____________________________________________________________
GLACIER BANCORP, INC.
(Exact name of registrant as specified in its charter)
____________________________________________________________
Montana 81-0519541
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)
49 Commons Loop Kalispell, Montana 59901
(Address of principal executive offices) (Zip Code)
(406) 756-4200
(Registrant’s telephone number, including area code)
____________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.01 par value GBCI NASDAQ Global Select Market
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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
The number of shares of Registrant’s common stock outstanding on April 21, 2020 was 95,401,293 . No preferred shares are issued or outstanding.



TABLE OF CONTENTS


Page
Part I. Financial Information
Item 1 – Financial Statements




ABBREVIATIONS/ACRONYMS


ACL or allowance – allowance for credit losses
ALCO – Asset Liability Committee
ASC – Accounting Standards Codification TM
ASU – Accounting Standards Update
ATM – automated teller machine
Bank – Glacier Bank
CARES Act – Coronavirus Aid, Relief, and Economic Security Act
CDE – Certified Development Entity
CDFI Fund – Community Development Financial Institutions Fund
CECL – current expected credit losses
CEO – Chief Executive Officer
CFO – Chief Financial Officer
Company – Glacier Bancorp, Inc.
COVID-19 – coronavirus disease of 2019
DDA – demand deposit account
Fannie Mae – Federal National Mortgage Association
FASB – Financial Accounting Standards Board
FDIC – Federal Deposit Insurance Corporation
FHLB – Federal Home Loan Bank
Final Rules – final rules implemented by the federal banking agencies that established a
new comprehensive regulatory capital framework
FRB – Federal Reserve Bank
Freddie Mac – Federal Home Loan Mortgage Corporation
GAAP – accounting principles generally accepted in the United States of America
GDP – gross domestic product
Ginnie Mae – Government National Mortgage Association
Interest rate locks - residential real estate derivatives for commitments
LIBOR – London Interbank Offered Rate
LIHTC – Low Income Housing Tax Credit
NMTC – New Markets Tax Credit
NOW – negotiable order of withdrawal
NRSRO – Nationally Recognized Statistical Rating Organizations
OCI – other comprehensive income
OREO – other real estate owned
PCD – purchased credit-deteriorated
PPP – Paycheck Protection Program
Repurchase agreements – securities sold under agreements to repurchase
ROU – right-of-use
S&P – Standard and Poor’s
SBA – United States Small Business Administration
SBAZ – State Bank Corp. and its subsidiary, State Bank of Arizona
SEC – United States Securities and Exchange Commission
TBA – to-be-announced
TDR – troubled debt restructuring
VIE – variable interest entity






GLACIER BANCORP, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Dollars in thousands, except per share data) March 31,
2020 		December 31,
2019
Assets
Cash on hand and in banks $ 204,373 198,639
Interest bearing cash deposits 69,068 132,322
Cash and cash equivalents 273,441 330,961
Debt securities, available-for-sale 3,429,890 2,575,252
Debt securities, held-to-maturity 203,814 224,611
Total debt securities 3,633,704 2,799,863
Loans held for sale, at fair value 94,619 69,194
Loans receivable 10,088,206 9,512,810
Allowance for credit losses ( 150,190 ) ( 124,490 )
Loans receivable, net 9,938,016 9,388,320
Premises and equipment, net 324,230 310,309
Other real estate owned 4,748 5,142
Accrued interest receivable 68,525 56,047
Deferred tax asset — 2,037
Core deposit intangible, net 63,346 63,286
Goodwill 513,355 456,418
Non-marketable equity securities 30,597 11,623
Bank-owned life insurance 121,685 109,428
Other assets 92,118 81,371
Total assets $ 15,158,384 13,683,999
Liabilities
Non-interest bearing deposits $ 3,875,848 3,696,627
Interest bearing deposits 7,681,989 7,079,830
Securities sold under agreements to repurchase 580,335 569,824
Federal Home Loan Bank advances 513,055 38,611
Other borrowed funds 32,499 28,820
Subordinated debentures 139,916 139,914
Accrued interest payable 4,713 4,686
Deferred tax liability 15,210 —
Other liabilities 178,175 164,954
Total liabilities 13,021,740 11,723,266
Commitments and Contingent Liabilities
Stockholders’ Equity
Preferred shares, $0.01 par value per share, 1,000,000 shares authorized, none issued or outstanding
— —
Common stock, $0.01 par value per share, 117,187,500 shares authorized 954 923
Paid-in capital 1,491,651 1,378,534
Retained earnings - substantially restricted 544,315 541,050
Accumulated other comprehensive income 99,724 40,226
Total stockholders’ equity 2,136,644 1,960,733
Total liabilities and stockholders’ equity $ 15,158,384 13,683,999
Number of common stock shares issued and outstanding 95,408,274 92,289,750
See accompanying notes to unaudited condensed consolidated financial statements.
4


GLACIER BANCORP, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months ended
(Dollars in thousands, except per share data) March 31,
2020 		March 31,
2019
Interest Income
Investment securities $ 21,014 21,351
Residential real estate loans 11,526 10,779
Commercial loans 98,684 83,539
Consumer and other loans 11,641 10,447
Total interest income 142,865 126,116
Interest Expense
Deposits 5,581 5,341
Securities sold under agreements to repurchase 989 802
Federal Home Loan Bank advances 346 3,055
Other borrowed funds
128 38
Subordinated debentures 1,452 1,668
Total interest expense 8,496 10,904
Net Interest Income 134,369 115,212
Credit loss expense 22,744 57
Net interest income after credit loss expense
111,625 115,155
Non-Interest Income
Service charges and other fees 14,020 18,015
Miscellaneous loan fees and charges 1,285 967
Gain on sale of loans 11,862 5,798
Gain on sale of debt securities 863 213
Other income 5,242 3,481
Total non-interest income 33,272 28,474
Non-Interest Expense
Compensation and employee benefits 59,660 52,728
Occupancy and equipment 9,219 8,437
Advertising and promotions 2,487 2,388
Data processing 5,282 3,892
Other real estate owned 112 139
Regulatory assessments and insurance 1,090 1,285
Core deposit intangibles amortization 2,533 1,694
Other expenses 11,545 12,267
Total non-interest expense 91,928 82,830
Income Before Income Taxes 52,969 60,799
Federal and state income tax expense 9,630 11,667
Net Income $ 43,339 49,132
Basic earnings per share $ 0.46 0.58
Diluted earnings per share $ 0.46 0.58
Dividends declared per share $ 0.29 0.26
Average outstanding shares - basic 93,287,670 84,549,974
Average outstanding shares - diluted 93,359,792 84,614,248



See accompanying notes to unaudited condensed consolidated financial statements.
5


GLACIER BANCORP, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Three Months ended
(Dollars in thousands) March 31,
2020 		March 31,
2019
Net Income $ 43,339 49,132
Other Comprehensive Income, Net of Tax
Unrealized gains on available-for-sale securities
80,555 46,452
Reclassification adjustment for gains included in net income
( 862 ) ( 221 )
Net unrealized gains on available-for-sale securities
79,693 46,231
Tax effect ( 20,195 ) ( 11,715 )
Net of tax amount 59,498 34,516
Unrealized losses on derivatives used for cash flow hedges
— ( 1,834 )
Reclassification adjustment for losses included in net income
— 223
Net unrealized losses on derivatives used for cash flow hedges
— ( 1,611 )
Tax effect — 409
Net of tax amount — ( 1,202 )
Total other comprehensive income, net of tax
59,498 33,314
Total Comprehensive Income $ 102,837 82,446




























See accompanying notes to unaudited condensed consolidated financial statements.
6


GLACIER BANCORP, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES
IN STOCKHOLDERS’ EQUITY
Three Months ended March 31, 2020 and 2019
(Dollars in thousands, except per share data) Common Stock Paid-in Capital Retained
Earnings
Substantially Restricted 		Accumulated
Other Compre-
hensive (Loss) Income
Shares Amount Total
Balance at January 1, 2019 84,521,692 $ 845 1,051,253 473,183 ( 9,427 ) 1,515,854
Net income — — — 49,132 — 49,132
Other comprehensive income — — — — 33,314 33,314
Cash dividends declared ($0.26 per share)
— — — ( 22,039 ) — ( 22,039 )
Stock issuances under stock incentive plans
66,507 1 ( 1 ) — — —
Stock-based compensation and related taxes
— — 47 — — 47
Cumulative-effect of accounting changes
— — — ( 25,458 ) — ( 25,458 )
Balance at March 31, 2019 84,588,199 $ 846 1,051,299 474,818 23,887 1,550,850
Balance at January 1, 2020 92,289,750 $ 923 1,378,534 541,050 40,226 1,960,733
Net income — — — 43,339 — 43,339
Other comprehensive income — — — — 59,498 59,498
Cash dividends declared ($0.29 per share)
— — — ( 27,727 ) — ( 27,727 )
Stock issued in connection with acquisitions
3,007,044 30 112,103 — — 112,133
Stock issuances under stock incentive plans
111,480 1 ( 1 ) — — —
Stock-based compensation and related taxes
— — 1,015 — — 1,015
Cumulative-effect of accounting changes
— — — ( 12,347 ) — ( 12,347 )
Balance at March 31, 2020 95,408,274 $ 954 1,491,651 544,315 99,724 2,136,644











See accompanying notes to unaudited condensed consolidated financial statements.
7


GLACIER BANCORP, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months ended
(Dollars in thousands) March 31,
2020 		March 31,
2019
Operating Activities
Net income $ 43,339 49,132
Adjustments to reconcile net income to net cash provided by operating activities:
Credit loss expense 22,744 57
Net amortization of debt securities 3,237 5,379
Net amortization (accretion) of purchase accounting adjustments 324 ( 1,788 )
Amortization of debt modification costs — 412
Origination of loans held for sale ( 275,256 ) ( 145,163 )
Proceeds from loans held for sale 268,067 154,756
Gain on sale of loans ( 11,862 ) ( 5,798 )
Gain on sale of debt securities ( 863 ) ( 213 )
Bank-owned life insurance income, net ( 656 ) ( 497 )
Stock-based compensation, net of tax benefits 1,199 1,197
Depreciation and amortization of premises and equipment 4,833 4,574
Gain on sale and write-downs of other real estate owned, net ( 196 ) ( 416 )
Amortization of core deposit intangibles 2,533 1,694
Amortization of investments in variable interest entities 2,114 1,644
Net increase in accrued interest receivable ( 10,690 ) ( 2,959 )
Net increase in other assets ( 9,793 ) ( 1,636 )
Net (decrease) increase in accrued interest payable ( 99 ) 457
Net decrease in other liabilities ( 13,213 ) ( 14,525 )
Net cash provided by operating activities 25,762 46,307
Investing Activities
Sales of available-for-sale debt securities — 269,616
Maturities, prepayments and calls of available-for-sale debt securities 176,926 120,368
Purchases of available-for-sale debt securities ( 811,523 ) ( 311,281 )
Maturities, prepayments and calls of held-to-maturity debt securities 20,250 29,945
Principal collected on loans 810,652 617,236
Loan originations ( 942,157 ) ( 656,930 )
Net additions to premises and equipment ( 940 ) ( 3,809 )
Proceeds from sale of other real estate owned 1,198 1,208
Proceeds from redemption of non-marketable equity securities 36,244 39,436
Purchases of non-marketable equity securities ( 51,598 ) ( 28,000 )
Investments in variable interest entities ( 2,895 ) ( 576 )
Net cash received from acquisitions 43,713 —
Net cash (used in) provided by investing activities ( 720,130 ) 77,213





See accompanying notes to unaudited condensed consolidated financial statements.
8


GLACIER BANCORP, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
Three Months ended
(Dollars in thousands) March 31,
2020 		March 31,
2019
Financing Activities
Net increase in deposits $ 178,132 94,322
Net increase in securities sold under agreements to repurchase 3,263 93,470
Net increase (decrease) in short-term Federal Home Loan Bank advances 475,000 ( 285,000 )
Repayments of long-term Federal Home Loan Bank advances ( 547 ) ( 896 )
Net (decrease) increase in other borrowed funds ( 5 ) 27
Cash dividends paid ( 18,652 ) ( 25,562 )
Tax withholding payments for stock-based compensation ( 977 ) ( 1,144 )
Proceeds from stock option exercises 634 —
Net cash provided by (used in) financing activities 636,848 ( 124,783 )
Net decrease in cash, cash equivalents and restricted cash ( 57,520 ) ( 1,263 )
Cash, cash equivalents and restricted cash at beginning of period 330,961 203,790
Cash, cash equivalents and restricted cash at end of period $ 273,441 202,527
Supplemental Disclosure of Cash Flow Information
Cash paid during the period for interest $ 8,595 10,447
Supplemental Disclosure of Non-Cash Investing and Financing Activities
Sale and refinancing of other real estate owned $ 215 —
Transfer of loans to other real estate owned 465 1,437
Right-of-use assets obtained in exchange for operating lease liabilities 2,241 647
Dividends declared during the period but not paid 27,727 22,039
Acquisitions
Fair value of common stock shares issued 112,133 —
Cash consideration 13,721 —
Fair value of assets acquired 744,109 —
Liabilities assumed 618,255 —
















See accompanying notes to unaudited condensed consolidated financial statements.
9


GLACIER BANCORP, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Nature of Operations and Summary of Significant Accounting Policies

General
Glacier Bancorp, Inc. (“Company”) is a Montana corporation headquartered in Kalispell, Montana. The Company provides a full range of banking services to individuals and businesses in Montana, Idaho, Utah, Washington, Wyoming, Colorado, Arizona and Nevada through its wholly-owned bank subsidiary, Glacier Bank (“Bank”). The Company offers a wide range of banking products and services, including: 1) retail banking; 2) business banking; 3) real estate, commercial, agriculture and consumer loans; and 4) mortgage origination services. The Company serves individuals, small to medium-sized businesses, community organizations and public entities.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments necessary for a fair presentation of the results for the interim periods. All such adjustments are of a normal recurring nature. These interim financial statements do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements and they should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. Operating results for the three months ended March 31, 2020 are not necessarily indicative of the results anticipated for the year ending December 31, 2020. The condensed consolidated statement of financial condition of the Company as of December 31, 2019 has been derived from the audited consolidated statements of the Company as of that date.

The Company is a defendant in legal proceedings arising in the normal course of business. In the opinion of management, the disposition of pending litigation will not have a material affect on the Company’s consolidated financial position, results of operations or liquidity.

Material estimates that are particularly susceptible to significant change include: 1) the determination of the allowance for credit losses (“ACL” or “allowance”) on loans; 2) the valuation of debt securities; 3) the valuation of real estate acquired in connection with foreclosures or in satisfaction of loans; and 4) the evaluation of goodwill impairment. For the determination of the ACL on loans and real estate valuation estimates, management obtains independent appraisals (new or updated) for significant items. Estimates relating to the valuation of debt securities are obtained from independent third parties. Estimates relating to the evaluation of goodwill for impairment are determined based on internal calculations using significant independent party inputs.

Principles of Consolidation
The consolidated financial statements of the Company include the parent holding company and the Bank, which consists of sixteen bank divisions and a corporate division. The corporate division includes the Bank’s investment portfolio, wholesale borrowings and other centralized functions. The Bank divisions operate under separate names, management teams and advisory directors. The Company considers the Bank to be its sole operating segment as the Bank 1) engages in similar bank business activity from which it earns revenues and incurs expenses; 2) the operating results of the Bank are regularly reviewed by the Chief Executive Officer (“CEO”) (i.e., the chief operating decision maker) who makes decisions about resources to be allocated to the Bank; and 3) financial information is available for the Bank. All significant inter-company transactions have been eliminated in consolidation.

The Bank has subsidiary interests in variable interest entities (“VIE”) for which the Bank has both the power to direct the VIE’s significant activities and the obligation to absorb losses or right to receive benefits of the VIE that could potentially be significant to the VIE. These subsidiary interests are included in the Company’s consolidated financial statements. The Bank also has subsidiary interests in VIEs for which the Bank does not have a controlling financial interest and is not the primary beneficiary. These subsidiary interests are not included in the Company’s consolidated financial statements.


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The parent holding company owns non-bank subsidiaries that have issued trust preferred securities as Tier 1 capital instruments. The trust subsidiaries are not included in the Company’s consolidated financial statements. The Company's investments in the trust subsidiaries are included in other assets on the Company's statements of financial condition.

On February 29, 2020, the Company completed the acquisition of State Bank Corp. , the bank holding company for State Bank of Arizona, a community bank based in Lake Havasu City, Arizona (collectively, “SBAZ” ) . The business combination was accounted for using the acquisition method, with the results of operations included in the Company’s consolidated financial statements as of the acquisition date. For additional information relating to mergers and acquisitions, see Note 13.

De bt Securities
On January 1, 2020, the Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses , which significantly changed the allowance for credit loss accounting policies for debt securities. The following debt securities and allowance for credit loss accounting policies are presented under Accounting Standards Codification™ (“ASC”) Topic 326, whereas prior periods are presented as described in the Company’s 2019 Annual Report on Form 10-K.

Debt securities for which the Company has the positive intent and ability to hold to maturity are classified as held-to-maturity and are carried at amortized cost. Debt securities held primarily for the purpose of selling in the near term are classified as trading securities and are reported at fair value, with unrealized gains and losses included in income. Debt securities not classified as held-to-maturity or trading are classified as available-for-sale and are reported at fair value with unrealized gains and losses, net of income taxes, as a separate component of other comprehensive income (“OCI”). Premiums and discounts on debt securities are amortized or accreted into income using a method that approximates the interest method. The objective of the interest method is to calculate periodic interest income at a constant effective yield. The Company does not have any debt securities classified as trading securities. When the Company acquires another entity, it designates all debt securities as available-for-sale at acquisition date and records the debt securities at fair value as of acquisition date.

The Company reviews and analyzes the various risks that may be present within the investment portfolio on an ongoing basis, including market risk, credit risk and liquidity risk. Market risk is the risk to an entity’s financial condition resulting from adverse changes in the value of its holdings arising from movements in interest rates, foreign exchange rates, equity prices or commodity prices. The Company assesses the market risk of individual debt securities as well as the investment portfolio as a whole. Credit risk, broadly defined, is the risk that an issuer or counterparty will fail to perform on an obligation. The credit rating of a security is considered the primary credit quality indicator for debt securities. Liquidity risk refers to the risk that a security will not have an active and efficient market into which the security can be sold.

A debt security is investment grade if the issuer has adequate capacity to meet its commitment over the expected life of the investment, i.e., the risk of default is low and full and timely repayment of interest and principal is expected. To determine investment grade status for debt securities, the Company conducts due diligence of the creditworthiness of the issuer or counterparty prior to acquisition and ongoing thereafter consistent with the risk characteristics of the security and the overall risk of the investment portfolio. Credit quality due diligence takes into account the extent to which a security is guaranteed by the U.S. government and other agencies of the U.S. government. The depth of the due diligence is based on the complexity of the structure, the size of the security, and takes into account material positions and specific groups of securities or stratifications for analysis and review of similar risk positions. The due diligence includes consideration of payment performance, collateral adequacy, internal analyses, third party research and analytics, external credit ratings and default statistics.

The Company has acquired debt securities through acquisitions and if the securities have more than insignificant credit deterioration since origination, they are designated as purchased credit-deteriorated (“PCD”) securities. An allowance is determined using the same methodology as with other debt securities. The sum of a security’s purchase price and allowance for credit losses becomes the initial amortized cost basis. The difference between the initial amortized cost basis and the par value of the debt security is a noncredit discount or premium, which is amortized into interest income over the life of the security. Subsequent changes to the allowance are recorded through credit loss expense.

For additional information relating to debt securities, see Note 2.


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Allowance for Credit Losses - Available-for-Sale Debt Securities
For available-for-sale debt securities in an unrealized loss position, the Company first assesses whether it intends to sell, or it is more likely than not that it will be required to sell the security before recovery of its amortized costs basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through other expense. For the available-for-sale securities that do not meet the aforementioned criteria, the Company evaluates whether the decline in fair value has resulted from cred it losses or other factors. In such assessment, the Company considers the extent to which amortized cost, any changes to the investment grade of the security by a rating agency, and adverse conditions impacts the security. If this assessment indicates a credit loss exists, the present value of the cash flows expected to be collected from the security is compared to the amortized cost basis of the s ecurity. If the present value of the cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an ACL is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost. Any estimated credit losses that have not been recorded through an ACL are recognized in OCI.

The Company has elected to exclude accrued interest from the estimate of credit losses for available-for-sale debt securities. As part of its non-accrual policy, the Company charges off uncollectable interest at the time it is determined to be uncollectable.

Allowance for Credit Losses - Held-to-Maturity Debt Securities
For estimating the allowance for held-to-maturity debt securities that share similar risk characteristics with other securities, such securities are pooled based on major security type. For pools of such securities with similar risk characteristics, the historical lifetime probability of default and severity of loss in the event of default is derived or obtained from external sources and adjusted for the expected effects of reasonable and supportable forecasts over the expected lives of the securities on those historical credit losses. Expected credit losses on securities in the held-to-maturity portfolio that do not share similar risk characteristics with any of the pools of debt securities are individually measured based on net realizable value, or the difference between the discounted value of the expected future cash flows, based on the original effective interest rate, and the recorded amortized cost basis of the securities.

The Company has elected to exclude accrued interest from the estimate of credit losses for held-to-maturity debt securities. As part of its non-accrual policy, the Company charges off uncollectable interest at the time it is determined to be uncollectable.

Loans Receivable
On January 1, 2020, the Company adopted FASB ASU 2016-13, Financial Instruments - Credit Losses , which significantly changed the loan and allowance for credit loss accounting policies. The following loan and allowance for credit loss accounting policies are presented under ASC Topic 326, whereas prior periods are presented in accordance with the incurred loss model as disclosed in the Company’s 2019 Annual Report on Form 10-K.

The Company’s loan segments or classes are based on the purpose of the loan and consist of residential real estate, commercial real estate, other commercial, home equity, and other consumer loans. Loans that are intended to be held-to-maturity are reported at the unpaid principal balance less net charge-offs and adjusted for deferred f ees and costs on originated loans and unamortized premiums or discounts on acquired loans. Fees and costs on originated loans and premiums or discounts on acquired loans are deferred and subsequently amortized or accreted as a yield adjustment over the expected life of the loan utilizing the interest method. The objective of the interest method is to calculate periodic interest income at a constant effective yield. When a loan is paid off prior to maturity, the remaining fees and costs on originated loans and premiums or discounts on acquired loans are immediately recognized into interest income.

Loans that are thirty days or more past due based on payments received and applied to the loan are considered delinquent. Loans are designated non-accrual and the accrual of interest is discontinued when the collection of the contractual principal or interest is unlikely. A loan is typically placed on non-accrual when principal or interest is due and has remained unpaid for ninety days or more. When a loan is placed on non-accrual status, interest previously accrued but not collected is reversed against current period interest income. Subsequent payments on non-accrual loans are applied to the outstanding principal balance if doubt remains as to the ultimate collectability of the loan. Interest accruals are not resumed on partially charged-off loans. For other loans on non-accrual, interest accruals are resumed on such loans only when the loan is brought fully current with respect to interest and principal and when, in the judgment of management, the loans are estimated to be fully collectible as to both principal and interest.


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The Company has acquired loans through acquisitions, some of which have experienced more than insignificant credit deterioration since origination. The Company considers all acquired non-accrual loans to be PCD loans. In addition, the Company considers loans accruing ninety days or more past due with estimated credit losses or substandard loans with estimated credit losses to be PCD loans. An allowance is determined using the same methodology as other loans held for investment. The allowance determined on a collective basis is allocated to individual loans. The sum of a loan’s purchase price and allowance for credit losses becomes the initial amortized cost basis. The difference between the initial amortized cost basis and the par value of the loan is a noncredit discount or premium, which is amortized into interest income over the life of the loan. Subsequent changes to the allowance are recorded through credit loss expense.

For additional information relating to loans, see Note 3.

Allowance for Credit Losses - Loans Receivable
The allowance for credit losses for loans receivable represents management’s estimate of credit losses over the expected contractual life of the loan portfolio. The estimate is determined based on the amortized cost of the loan portfolio including the loan balance adjusted for charge-offs, recoveries, deferred fees and costs, and loan discount and premiums. Recoveries are included only to the extent that such amounts were previously charged-off. The Company has elected to exclude accrued interest from the estimate of credit losses for loans. Determining the adequacy of the allowance is complex and requires a high degree of judgment by management about the effect of matters that are inherently uncertain. Subsequent evaluations of the then-existing loan portfolio, in light of the factors then prevailing, may result in significant changes in the allowance in those future periods.

The allowance is increased for estimated credit losses which is recorded as expense. The portion of loans and overdraft balances determined by management to be uncollectible are charged-off as a reduction to the allowance and recoveries of amounts previously charged-off increase the allowance. The Company’s charge-off policy is consistent with bank regulatory standards. Consumer loans generally are charged-off when the loan becomes over 120 days delinquent. Real estate acquired as a result of foreclosure or by deed-in-lieu of foreclosure is classified as other real estate owned (“OREO”) until such time as it is sold.

The expected credit loss estimate process involves procedures to consider the unique characteristics of each of its portfolio segments, which consist of residential real estate, commercial real estate, other commercial, home equity, and other consumer loans. When computing the allowance levels, credit loss assumptions are estimated using a model that categorizes loan pools based on loss history, credit and risk characteristics, including current conditions and reasonable and supportable forecasts about the future. The Company has determined a four consecutive quarter forecasting period is a reasonable and supportable period. Expected credit loss for periods beyond reasonable and supportable forecast periods are determined based on a reversion method which reverts back to historical loss estimate over a four consecutive quarter period on a straight-line basis.

Credit quality is assessed and monitored by evaluating various attributes and the results of those evaluations are utilized in underwriting new loans and the process for estimating the expected credit losses. The following paragraphs describe the risk characteristics relevant to each portfolio segment.

Residential Real Estate. Residential real estate loans are secured by owner-occupied 1-4 family residences. Repayment of these loans is primarily dependent on the personal income and credit rating of the borrowers. Credit risk in these loans is impacted by economic conditions within the Company’s market areas that affect the value of the property securing the loans and affect the borrowers' personal incomes. Mitigating risk factors for this loan segment include a large number of borrowers, geographic dispersion of market areas and the loans are originated for relatively smaller amounts.


13


Commercial Real Estate .  Commercial real estate loans typically involve larger principal amounts, and repayment of these loans is generally dependent on the successful operation of the property securing the loan and/or the business conducted on the property securing the loan. Credit risk in these loans is impacted by the creditworthiness of a borrower, valuation of the property securing the loan and conditions within the local economies in the Company’s diverse, geographic market areas.

Commercial .  Commercial loans consist of loans to commercial customers for use in financing working capital needs, equipment purchases and business expansions. The loans in this segment are repaid primarily from the cash flow of a borrower’s principal business operation. Credit risk in these loans is driven by creditworthiness of a borrower and the economic conditions that impact the cash flow stability from business operations across the Company’s diverse, geographic market areas.

Home Equity .  Home equity loans consist of junior lien mortgages and first and junior lien lines of credit (revolving open-end and amortizing closed-end) secured by owner-occupied 1-4 family residences. Repayment of these loans is primarily dependent on the personal income and credit rating of the borrowers. Credit risk in these loans is impacted by economic conditions within the Company’s market areas that affect the value of the residential property securing the loans and affect the borrowers' personal incomes. Mitigating risk factors for this loan segment are a large number of borrowers, geographic dispersion of market areas and the loans are originated for terms that range from 10 to 15 years.

Other Consumer .  The other consumer loan portfolio consists of various short-term loans such as automobile loans and loans for other personal purposes. Repayment of these loans is primarily dependent on the personal income of the borrowers. Credit risk is driven by consumer economic factors (such as unemployment and general economic conditions in the Company’s diverse, geographic market area) and the creditworthiness of a borrower.

The allowance is impacted by loan volumes, delinquency status, credit ratings, historical loss experiences, prepayment speeds, weighted average lives and other conditions influencing loss expectations, such as reasonable and supportable forecasts of economic conditions. The methodology for estimating the amount of expected credit losses reported in the allowance has two basic components: 1) individual loans that do not share similar risk characteristics with other loans and the measurement of expected credit losses for such individual loans; and 2) the expected credit losses for pools of loans that share similar risk characteristics.

Loans that do not Share Similar Risk Characteristics with Other Loans. For a loan that does not share similar risk characteristics with other loans, expected credit loss is measured based on the net realizable value, that is, the difference between the discounted value of the expected future cash flows, based on the original effective interest rate, and the amortized cost basis of the loan. For these loans, the expected credit loss is equal to the amount by which the net realizable value of the loan is less than the amortized cost basis of the loan (which is net of previous charge-offs and deferred loan fees and costs), except when the loan is collateral dependent, that is, when foreclosure is probable or the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. In these cases, expected credit loss is measured as the difference between the amortized cost basis of the loan and the fair value of the collateral. The fair value of the collateral is adjusted for the estimated cost to sell if repayment or satisfaction of a loan is dependent on the sale (rather than only on the operation) of the collateral. The Company has determined that non-accrual loans do not share similar risk characteristics with other loans and these loans are individually evaluated for estimated allowance for credit losses. The starting point for determining the fair value of collateral is through obtaining external appraisals or evaluations (new or updated) which are generally obtained annually. The valuation techniques used in preparing appraisals or evaluations (new or updated) include the cost approach, income approach, sales comparison approach, or a combination of the preceding valuation techniques. The Company’s credit department reviews appraisals, giving consideration to the highest and best use of the collateral. The appraisals or evaluations (new or updated) are reviewed at least quarterly and more frequently based on current market conditions, including deterioration in a borrower’s financial condition and when property values may be subject to significant volatility. Adjustments may be made to the fair value of the collateral after review and acceptance of the collateral appraisal or evaluation (new or updated).


14


Loans that Share Similar Risk Characteristics with other Loans. For estimating the allowance for loans that share similar risk characteristics with other loans, such loans are segregated into loan segments. Loans are designated into loan segments based on loans pooled by product types and similar risk characteristics or areas of risk concentration. In determining the allowance for credit losses, the Company derives an estimated credit loss assumption from a model that categorizes loan pools based on loan type which is further segregated by the credit quality indicators. This model calculates an expected loss percentage for each loan segment by considering the non-discounted simple annual average historical loss rate of each loan segment (calculated through an “open pool” method), multiplying the loss rate by the amortized loan balance and incorporating that segment’s internally generated prepayment speed assumption and contractually scheduled remaining principal pay downs on a loan level basis. The annual historical loss rates are adjusted over a reasonable economic forecast period by a multiplier that is calculated based upon current national economic forecasts as a proportion of each segment’s historical average loss levels. The Company will then revert from the economic forecast period back to the historical average loss rate in a straight-line basis. After the reversion period, the loans will be assumed to experience their historical loss rate for the remainder of their contractual lives. The model applies the expected loss rate over the projected cash flows at the the individual loan level and then aggregates the losses by loan segment in determining their quantitative allowance. The Company will also include qualitative adjustments to adjust the p ortfolio over the remaining lives of the loans to the extent the current or future market conditions are believed to vary substantially from historical conditions in regards to:
• lending policies and procedures;
• i nternational, national, regional and local economic business conditions and developments that affect the collectability of the portfolio, including the condition of various markets;
• the nature and volume of the loan portfolio including the terms of the loans;
• the experience, ability, and depth of the lending management and other relevant staff;
• the volume and severity of past due and adversely classified or graded loans and the volume of non-accrual loans;
• the quality of our loan review system;
• the value of underlying collateral for collateralized loans;
• the existence and effect of any concentrations of credit, and changes in the level of concentrations; and
• the effect of external factors such as competition and legal and regulatory requirements on the level of estimated credit losses in the existing portfolio.

The Company regularly reviews loans in the portfolio to assess credit quality indicators and to determine the appropriate loan classification and grading in accordance with applicable bank regulations. The primary credit quality indicator for residential and consumer loans is the days past due status, which consists of the following categories: 1) performing loans; 2) 30 to 89 days past due loans; and 3) non-accrual and ninety days or more past due loans. The primary credit quality indicator for commercial loans is the Company’s internal risk rating system, which includes the following categories: 1) pass loans; 2) special mention loans; 3) substandard loans; and 4) doubtful or loss loans. Such credit quality indicators are regularly monitored and incorporated into the Company’s allowance estimate. The following paragraphs further define the internal risk ratings for commercial loans.

Pass Loans. These ratings represent loans that are of acceptable, good or excellent quality with very limited to no risk. Loans that do not have one of the following ratings are considered pass loans.

Special Mention Loans. These ratings represent loans that are assigned special mention per the regulatory definition. Special mention loans are currently protected but are potentially weak. The credit risk may be relatively minor yet constitute an undue and unwarranted risk in light of the circumstances surrounding a specific loan. The rating may be used to identify credit with potential weaknesses that if not corrected may weaken the loan to the point of inadequately protecting the bank’s credit position. Examples include a lack of supervision, inadequate loan agreement, condition, or control of collateral, incomplete, or improper documentation, deviations from lending policy, and adverse trends in operations or economic conditions.

Substandard Loans. This rating represents loans that are inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged. A loan so classified must have a well-defined weakness that jeopardizes the liquidation of the debt. These loans are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected. Loss potential, while existing in the aggregated amount of substandard loans, does not have to exist in an individual loan classified substandard.


15


Doubtful/Loss Loans. A loan classified as doubtful has the characteristics that make collection in full, on the basis of currently existing facts, conditions, and values, highly improbable. The possibility of loss is extremely high, but because of pending factors, which may work to the advantage and strengthening of the loan, its classification as loss is deferred until its more exact status may be determined. Pending factors include proposed merger, acquisition, or liquidation procedures, capital injection, perfecting liens on additional collateral and refinancing plans. Loans are classified as loss when they are deemed to be not collectible and of such little value that continuance as an active asset of the Bank is not warranted. Loans classified as loss must be charged-off. Assignment of this classification does not mean that an asset has absolutely no recovery or salvage value, but that it is not practical or desirable to defer writing off a basically worthless asset, even though partial recovery may be attained in the future.

Restructured Loans
A restructured loan is considered a troubled debt restructuring (“TDR”) if the creditor, for economic or legal reasons related to the debtor’s financial difficulties, grants a concession to the debtor that it would not otherwise consider. The Company periodically enters into restructure agreements with borrowers whereby the loans were previously identified as TDRs. When such circumstances occur, the Company carefully evaluates the facts of the subsequent restructure to determine the appropriate accounting and under certain circumstances it may be acceptable not to account for the subsequently restructured loan as a TDR. When assessing whether a concession has been granted by the Company, any prior forgiveness on a cumulative basis is considered a continuing concession. The Company has made the following types of loan modifications, some of which were considered a TDR:
• reduction of the stated interest rate for the remaining term of the debt;
• extension of the maturity date(s) at a stated rate of interest lower than the current market rate for newly originated debt having similar risk characteristics; and
• reduction of the face amount of the debt as stated in the debt agreements.

The Company recognizes that while borrowers may experience deterioration in their financial condition, many continue to be creditworthy borrowers who have the willingness and capacity for debt repayment. In determining whether non-restructured or performing loans issued to a single or related party group of borrowers should continue to accrue interest when the borrower has other loans that are non-performing or are TDRs, the Company on a quarterly or more frequent basis performs an updated and comprehensive assessment of the willingness and capacity of the borrowers to timely and ultimately repay their total debt obligations, including contingent obligations. Such analysis takes into account current financial information about the borrowers and financially responsible guarantors, if any, including for example:
• analysis of global, i.e., aggregate debt service for total debt obligations;
• assessment of the value and security protection of collateral pledged using current market conditions and alternative market assumptions across a variety of potential future situations; and
• loan structures and related covenants.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was signed into law which includes many provisions that impact the Company and its customers. The banking regulatory agencies have encouraged banks to work with borrowers who have been impacted by the coronavirus disease of 2019 (“COVID-19”), and the CARES Act allows banks to not designate certain modifications as TDRS that otherwise may have been classified as TDRs. In general, in order to qualify for such treatment, the modifications need to be short-term and made on a good faith basis in response to the COVID-19 pandemic to borrowers who were current prior to the modification. The Company has made such modifications which generally include interest only or full deferrals up to six months .

The allowance for credit losses on a TDR is measured using the same method as all other loans held for investment. For a TDR that is individually reviewed and not collateral-dependent, the value of the concession can only be measured using the discounted cash flow method. When the value of a concession is measured using the discounted cash flow method, the allowance for credit loss is determined by discounting the expected future cash flows at the original interest of the loan.


16


Allowance for Credit Losses - Off-Balance Sheet Credit Exposures
The Company maintains a separate allowance for off-balance sheet credit exposures, including unfunded loan commitments, which is included in other liabilities on the Company’s statements of financial condition. The Company estimates the amount of expected losses by calculating a commitment usage factor over the contractual period for exposures and applying the loss factors used in the allowance for credit loss methodology to the results of the usage calculation to estimate the liability for credit losses related to unfunded commitments for each loan type. No credit loss estimate is reported for off-balance sheet credit exposures that are unconditionally cancellable by the Bank or for unfunded amounts under such arrangements that may be drawn prior to the cancellation of the arrangement.

Leases
The Company leases certain land, premises and equipment from third parties. A lessee lease is classified as an operating lease unless it meets certain criteria (e.g., lease contains option to purchase that Company is reasonably certain to exercise), in which case it is classified as a finance lease. Effective January 1, 2019, operating leases are included in net premises and equipment and other liabilities on the Company’s statements of financial condition and lease expense for lease payments is recognized on a straight-line basis over the lease term. Finance leases are included in net premises and equipment and other borrowed funds on the Company’s statements of financial condition. Right-of-use (“ROU”) assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. An ROU asset represents the right to use the underlying asset for the lease term and also includes any direct costs and payments made prior to lease commencement and excludes lease incentives. When an implicit rate is not available, an incremental borrowing rate based on the information available at commencement date is used in determining the present value of the lease payments. A lease term may include an option to extend or terminate the lease when it is reasonably certain the option will be exercised. The Company accounts for lease and nonlease components (e.g., common-area maintenance) together as a single combined lease component for all asset classes. Short-term leases of 12 months or less are excluded from accounting guidance; as a result, the lease payments are recognized on a straight-line basis over the lease term and the leases are not reflected on the Company’s statements of financial condition. Renewal and termination options are considered when determining short-term leases. Leases are accounted for on an individual lease level.

Lease improvements incurred at the inception of the lease are recorded as an asset and depreciated over the initial term of the lease and lease improvements incurred subsequently are depreciated over the remaining term of the lease.

The Company also leases certain premises and equipment to third parties. A lessor lease is classified as an operating lease unless it meets certain criteria that would classify it as either a sales-type lease or a direct financing lease. For additional information relating to leases, see Note 4.

Revenue Recognition
The Company recognizes revenue when services or products are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled. The Company’s principal source of revenue is interest income from debt securities and loans. Revenue from contracts with customers within the scope of ASC Topic 606 was $ 14,458,000 and $ 18,446,000 for the three months ended March 31, 2020 and 2019, respectively, and largely consisted of revenue from service charges and other fees from deposits (e.g., overdraft fees, ATM fees, debit card fees). Due to the short-term nature of the Company’s contracts with customers, an insignificant amount of receivables related to such revenue was recorded at March 31, 2020 and December 31, 2019 and there were no impairment losses recognized. Policies specific to revenue from contracts with customers include the following:

Service Charges. Revenue from service charges consists of service charges and fees on deposit accounts under depository agreements with customers to provide access to deposited funds and, when applicable, pay interest on deposits. Service charges on deposit accounts may be transactional or non-transactional in nature. Transactional service charges occur in the form of a service or penalty and are charged upon the occurrence of an event (e.g., overdraft fees, ATM fees, wire transfer fees). Transactional service charges are recognized as services are delivered to and consumed by the customer, or as penalty fees are charged. Non-transactional service charges are charges that are based on a broader service, such as account maintenance fees and dormancy fees, and are recognized on a monthly basis.

17


Debit Card Fees. Revenue from debit card fees includes interchange fee income from debit cards processed through card association networks. Interchange fees represent a portion of a transaction amount that the Company and other involved parties retain to compensate themselves for giving the cardholder immediate access to funds. Interchange rates are generally set by the card association networks and are based on purchase volumes and other factors. The Company records interchange fees as services are provided.

Accounting Guidance Adopted in 2020
The ASC is the FASB officially recognized source of authoritative GAAP applicable to all public and non-public non-governmental entities. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under the authority of the federal securities laws are also sources of authoritative GAAP for the Company as an SEC registrant. All other accounting literature is non-authoritative. The following paragraphs provide descriptions of recently adopted ASU’s that may have had a material effect on the Company’s financial position or results of operations.

ASU 2017-04 - Intangibles - Goodwill and Other. In January 2017, FASB amended ASC Topic 350 to simplify the measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Instead, under these amendments, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss should not exceed the total amount of goodwill allocated to that reporting unit. The amendments were effective for public business entities for the first interim and annual reporting periods beginning after December 15, 2019. The Company has goodwill from prior business combinations and performs an annual impairment test or more frequently if changes or circumstances occur that would more-likely-than-not reduce the fair value of the reporting unit below its carrying value. Although the Company cannot anticipate future goodwill impairment assessments, based on the most recent assessment, it is unlikely that an impairment amount would need to be calculated and, therefore, at adoption there was no impact from these amendments to the Company’s financial position and results of operations. In addition, the current accounting policies and processes were not changed, except for the elimination of the Step 2 analysis. For additional information regarding goodwill impairment testing, see Note 5.

ASU 2016-13 - Financial Instruments - Credit Losses. In June 2016, FASB amended ASC Topic 326 to replace the incurred loss model with a methodology that reflects current expected credit losses (“CECL”) over the life of the loan and requires consideration of a broader range of reasonable and supportable information to calculate credit loss estimates. The amendments were effective for public business entities for the first interim and annual reporting periods beginning after December 15, 2019. The Company adopted the amendments on January 1, 2020 using the modified retrospective approach. The financial statement results and accounting policies beginning January 1, 2020 are presented under ASC Topic 326, whereas prior periods continue to be reported in accordance with previously applicable GAAP. The Company recorded a net reduction of $ 12,347,000 in retained earnings due to the adoption of the amendments. The transition adjustment included an increase in the ACL on loans of $ 3,720,000 , an increase in the ACL on off-balance sheet credit exposures of $ 12,817,000 , and a corresponding increase in deferred tax assets of $ 4,190,000 . The Company developed internal implementation controls over the development of the ACL model and resulting financial statement disclosures. The Company has adjusted its processes and procedures to calculate the ACL, including changes in assumptions and estimates to consider expected credit losses over the life of the loan versus the prior accounting practice that utilized the incurred loss model. The Company also developed new procedures for determining an ACL related to held-to-maturity debt securities and the accounting policies and procedures for other-than-temporary impairment on available-for-sale debt securities were replaced with an allowance approach. The Company engaged a third-party vendor solution to evaluate the new methodology, including model validation, adjusting assumptions utilized, and to review the accuracy of the financial statement disclosures. For additional information on the allowances for credit losses, see Notes 2 and 3.

18


Note 2. Debt Securities

The following tables present the amortized cost, the gross unrealized gains and losses and the fair value of the Company’s debt securities:
March 31, 2020
(Dollars in thousands) Amortized
Cost 		Gross
Unrealized
Gains 		Gross
Unrealized
Losses 		Fair
Value
Available-for-sale
U.S. government and federal agency $ 44,112 489 ( 34 ) 44,567
U.S. government sponsored enterprises 31,083 168 — 31,251
State and local governments 1,198,841 60,006 ( 505 ) 1,258,342
Corporate bonds 330,982 2,601 ( 2,399 ) 331,184
Residential mortgage-backed securities 771,841 22,907 ( 15 ) 794,733
Commercial mortgage-backed securities 919,460 50,442 ( 89 ) 969,813
Total available-for-sale $ 3,296,319 136,613 ( 3,042 ) 3,429,890
Held-to-maturity
State and local governments $ 203,814 10,221 ( 5 ) 214,030
Total held-to-maturity $ 203,814 10,221 ( 5 ) 214,030

December 31, 2019
(Dollars in thousands) Amortized
Cost 		Gross
Unrealized
Gains 		Gross
Unrealized
Losses 		Fair
Value
Available-for-sale
U.S. government and federal agency $ 20,061 48 ( 65 ) 20,044
U.S. government sponsored enterprises 42,724 953 — 43,677
State and local governments 679,784 22,694 ( 80 ) 702,398
Corporate bonds 155,665 1,938 ( 1 ) 157,602
Residential mortgage-backed securities 731,766 7,507 ( 549 ) 738,724
Commercial mortgage-backed securities 891,374 22,825 ( 1,392 ) 912,807
Total available-for-sale $ 2,521,374 55,965 ( 2,087 ) 2,575,252
Held-to-maturity
State and local governments $ 224,611 9,785 — 234,396
Total held-to-maturity $ 224,611 9,785 — 234,396

19


Maturity Analysis
The following table presents the amortized cost and fair value of available-for-sale and held-to-maturity debt securities by contractual maturity at March 31, 2020. Actual maturities may differ from expected or contractual maturities since some issuers have the right to prepay obligations with or without prepayment penalties.

March 31, 2020
Available-for-Sale Held-to-Maturity
(Dollars in thousands) Amortized Cost Fair Value Amortized Cost Fair Value
Due within one year $ 125,320 125,118 — —
Due after one year through five years 280,574 282,188 12,153 12,637
Due after five years through ten years 241,013 250,182 72,466 76,544
Due after ten years 958,111 1,007,856 119,195 124,849
1,605,018 1,665,344 203,814 214,030
Mortgage-backed securities 1
1,691,301 1,764,546 — —
Total $ 3,296,319 3,429,890 203,814 214,030
______________________________
1 Mortgage-backed securities, which have prepayment provisions, are not assigned to maturity categories due to fluctuations in their prepayment speeds.

Sales and Calls of Debt Securities
Proceeds from sales and calls of debt securities and the associated gains and losses that have been included in earnings are listed below:
Three Months ended
(Dollars in thousands) March 31,
2020 		March 31,
2019
Available-for-sale
Proceeds from sales and calls of debt securities $ 77,073 304,048
Gross realized gains 1
962 2,937
Gross realized losses 1
( 100 ) ( 2,716 )
Held-to-maturity
Proceeds from calls of debt securities 20,250 29,945
Gross realized gains 1
1 2
Gross realized losses 1
— ( 10 )
______________________________
1 The gain or loss on the sale or call of each debt security is determined by the specific identification method.

20


Allowance for Credit Losses - Available-For-Sale Debt Securities
In assessing whether a credit loss existed on available-for-sale debt securities with unrealized losses, the Company compared the present value of cash flows expected to be collected from the debt securities with the amortized cost basis of the debt securities. In addition, the following factors were evaluated individually and collectively in determining the existence of expected credit losses:
• credit ratings from Nationally Recognized Statistical Rating Organizations (“NRSRO” entities such as Standard and Poor’s [“S&P”] and Moody’s);
• severity of the impaired securities;
• adverse conditions, if any, specifically related to the impaired securities, including the industry and geographic area;
• the overall deal and payment structure of the debt securities, including the investor entity’s position within the structure, underlying obligors, financial condition and near-term prospects of the issuer, including specific events which may affect the issuer’s operations or future earnings, and credit support or enhancements; and
• failure of the issuer and underlying obligors, if any, to make scheduled payments of interest and principal.

The following table summarizes available-for-sale debt securities that were in an unrealized loss position for which an allowance for credit losses has not been recorded, based on the length of time the individual securities have been in an unrealized loss position. The number of available-for-sale debt securities in an unrealized position is also disclosed.

March 31, 2020
Number
of
Securities 		Less than 12 Months 12 Months or More Total
(Dollars in thousands) Fair
Value 		Unrealized
Loss 		Fair
Value 		Unrealized
Loss 		Fair
Value 		Unrealized
Loss
Available-for-sale
U.S. government and federal agency
13 $ 835 ( 5 ) 5,442 ( 29 ) 6,277 ( 34 )
State and local governments 64 38,635 ( 505 ) — — 38,635 ( 505 )
Corporate bonds 36 137,831 ( 2,399 ) — — 137,831 ( 2,399 )
Residential mortgage-backed securities
15 2,855 ( 15 ) 27 — 2,882 ( 15 )
Commercial mortgage-backed securities
2 4,974 ( 89 ) — — 4,974 ( 89 )
Total available-for-sale
130 $ 185,130 ( 3,013 ) 5,469 ( 29 ) 190,599 ( 3,042 )
December 31, 2019
Number
of
Securities 		Less than 12 Months 12 Months or More Total
(Dollars in thousands) Fair
Value 		Unrealized
Loss 		Fair
Value 		Unrealized
Loss 		Fair
Value 		Unrealized
Loss
Available-for-sale
U.S. government and federal agency
20 $ 464 — 9,902 ( 65 ) 10,366 ( 65 )
State and local governments 12 19,044 ( 80 ) — — 19,044 ( 80 )
Corporate bonds 2 7,378 ( 1 ) — — 7,378 ( 1 )
Residential mortgage-backed securities
35 85,562 ( 234 ) 29,038 ( 315 ) 114,600 ( 549 )
Commercial mortgage-backed securities
19 177,051 ( 1,293 ) 7,697 ( 99 ) 184,748 ( 1,392 )
Total available-for-sale
88 $ 289,499 ( 1,608 ) 46,637 ( 479 ) 336,136 ( 2,087 )


21


With respect to severity, the majority of available-for-sale debt securities with unrealized loss positions at March 31, 2020 have unrealized losses as a percentage of book value of less than five percent. A substantial portion of such securities were issued by Federal National Mortgage Association (“Fannie Mae”), Federal Home Loan Mortgage Corporation (“Freddie Mac”), Government National Mortgage Association (“Ginnie Mae”) and other agencies of the U.S. government or have credit ratings issued by one or more of the NRSRO entities in the four highest credit rating categories. All of the Company’s available-for-sale debt securities with unrealized loss positions at March 31, 2020 have been determined to be investment grade.

As of March 31, 2020, the Company did not have any available-for-sale debt securities past due. Accrued interest receivable on available-for-sale debt securities totaled $ 22,632,000 at March 31, 2020 and was excluded from the estimate of credit losses.

During the period ended March 31, 2020, the Company acquired available-for-sale debt securities from the secondary market and through the SBAZ acquisition. Such securities were evaluated and it was determined there were no PCD securities, so no allowance for credit losses was recorded.

Based on an analysis of its available-for-sale debt securities with unrealized losses as of March 31, 2020, the Company determined the decline in value was unrelated to credit loss and was primarily the result of changes in interest rates and market spreads subsequent to acquisition. The fair value of the debt securities is expected to recover as payments are received and the debt securities approach maturity. In addition, as of March 31, 2020, management determined it did not intend to sell available-for-sale debt securities with unrealized losses, and there was no expected requirement to sell such securities before recovery of their amortized cost. As a result, no ACL was recorded on available-for-sale debt securities at March 31, 2020. As part of this determination, the Company considered contractual obligations, regulatory constraints, liquidity, capital, asset/liability management and securities portfolio objectives and whether or not any of the Company’s investment securities were managed by third-party investment funds.

Allowance for Credit Losses - Held-To-Maturity Debt Securities
The Company measured expected credit losses on held-to-maturity debt securities on a collective basis by major security type and NRSRO credit ratings, which is the Company’s primary credit quality indicator for state and local government securities. The estimate of expected credit losses considered historical credit loss information that was adjusted for current conditions as well as reasonable and supportable forecasts. The following table summarizes the amortized cost of held-to-maturity debt securities aggregated by NRSRO credit rating:

(Dollars in thousands) March 31,
2020 		December 31,
2019
Held-to-maturity
S&P: AAA / Moody’s: Aaa
$ 47,511 65,217
S&P: AA+, AA, AA- / Moody’s: Aa1, Aa2, Aa3
128,616 130,316
S&P: A+, A, A- / Moody’s: A1, A2, A3
27,301 28,689
Not rated by either entity
386 389
Total held-to-maturity
$ 203,814 224,611

The Company’s held-to-maturity debt securities portfolio is primarily comprised of general obligation and revenue bonds with NRSRO ratings in the four highest credit rating categories. All of the Company’s held-to-maturity debt securities at March 31, 2020 have been determined to be investment grade.

As of March 31, 2020, the Company did not have any held-to-maturity debt securities past due. Accrued interest receivable on held-to-maturity debt securities totaled $ 2,177,000 at March 31, 2020 and was excluded from the estimate of credit losses.

Based on the Company’s evaluation, an insignificant amount of credit losses is expected on the held-to-maturity debt securities portfolio; therefore, no ACL was recorded at March 31, 2020.








22


Note 3. Loans Receivable, Net

On January 1, 2020, the Company adopted FASB ASU 2016-13, Financial Instruments - Credit Losses , which significantly changed the loan and allowance for credit loss accounting disclosures. The following loan and allowance for credit loss accounting disclosures are presented in accordance with ASC Topic 326, whereas prior periods are presented in accordance with the incurred loss model as disclosed in the Company’s 2019 Annual Report on Form 10-K.

The following table presents loans receivable for each portfolio segment of loans:

(Dollars in thousands) March 31,
2020 		December 31,
2019
Residential real estate $ 957,830 926,388
Commercial real estate 5,928,303 5,579,307
Other commercial 2,239,878 2,094,254
Home equity 652,942 617,201
Other consumer 309,253 295,660
Loans receivable 10,088,206 9,512,810
Allowance for credit losses ( 150,190 ) ( 124,490 )
Loans receivable, net $ 9,938,016 9,388,320
Net deferred origination (fees) costs included in loans receivable $ ( 6,925 ) ( 6,964 )
Net purchase accounting (discounts) premiums included in loans receivable $ ( 19,864 ) ( 21,574 )
Accrued interest receivable on loans $ 43,689 40,962

Substantially all of the Company’s loans receivable are with borrowers in the Company’s geographic market areas. Although the Company has a diversified loan portfolio, a substantial portion of borrowers’ ability to service their obligations is dependent upon the economic performance in the Company’s market areas.

The Company had no significant sales of loans or reclassification of loans held for investment to loans held for sale during the three months ended March 31, 2020.

Allowance for Credit Losses - Loans Receivable
The ACL is a valuation account that is deducted from the amortized cost basis to present the net amount expected to be collected on loans. The following tables summarize the activity in the ACL:

Three Months ended March 31, 2020
(Dollars in thousands) Total Residential
Real Estate 		Commercial
Real Estate 		Other
Commercial 		Home
Equity 		Other
Consumer
Balance at beginning of period $ 124,490 10,111 69,496 36,129 4,937 3,817
Impact of adopting CECL 3,720 3,584 10,533 ( 13,759 ) 3,400 ( 38 )
Acquisitions 49 — 49 — — —
Credit loss expense (reversal) 22,744 ( 4,369 ) ( 9,433 ) 34,133 ( 508 ) 2,921
Charge-offs ( 2,567 ) ( 20 ) ( 30 ) ( 785 ) ( 1 ) ( 1,731 )
Recoveries 1,754 9 470 454 106 715
Balance at end of period $ 150,190 9,315 71,085 56,172 7,934 5,684
23


Three Months ended March 31, 2019
(Dollars in thousands) Total Residential
Real Estate 		Commercial
Real Estate 		Other
Commercial 		Home
Equity 		Other
Consumer
Balance at beginning of period $ 131,239 10,631 72,448 38,160 5,811 4,189
Credit loss expense (reversal) 57 278 ( 148 ) ( 915 ) 64 778
Charge-offs ( 3,341 ) ( 292 ) ( 283 ) ( 840 ) ( 8 ) ( 1,918 )
Recoveries 1,831 94 311 444 13 969
Balance at end of period $ 129,786 10,711 72,328 36,849 5,880 4,018

As a result of the adoption of the CECL accounting standard, the Company adjusted the January 1, 2020 ACL balances within each loan segment to reflect the changes from the incurred loss model to the current expected credit loss model which resulted in increases and decreases in each loan segment based on, among other factors, quantitative and qualitative assumptions and economic forecasts to estimate the credit loss expense over the expected life of the loans. During the three months ended March 31, 2020, primarily as a result of the COVID-19 pandemic, there was a significant increase in the overall ACL and increases and decreases within the loan segments. In addition, the acquisition of SBAZ resulted in a $ 4,794,000 increase in the ACL due to the credit loss expense recorded subsequent to the acquisition date. The COVID-19 pandemic significantly adjusted the economic forecasts used in the ACL model including a significant increase in national unemployment rates and a significant decrease in the gross domestic product (“GDP”). The changes in the economic forecasts necessitated a change in weighting of the historical loss factors and the combined result was a significant increase in losses expected in the other commercial segment while other loan segments remained stable or experienced decreases in expected credit losses.

There were no significant changes in charge-offs during the three months ended March 31, 2020 compared to the same period in the prior year. Nonetheless, the most notable change was in the other consumer loan segment which was primarily driven by deposit overdraft charge-offs which typically experience high charge-off rates and the amounts were comparable to historical trends. During the three months ended March 31, 2020, there have been no significant changes to the types of collateral securing collateral-dependent loans.

During the period ended March 31, 2020, the Company acquired loans through the SBAZ acquisition. Such loans were evaluated at acquisition date and it was determined there were PCD loans totaling $ 3,401,000 with an ACL of $ 49,000 . There was also a discount associated with such loans of $ 13,000 , which was attributable to changes in interest rates and other factors such as liquidity as of acquisition date.

Aging Analysis
The following tables present an aging analysis of the amortized cost basis of loans:

March 31, 2020
(Dollars in thousands) Total Residential
Real Estate 		Commercial
Real Estate 		Other
Commercial 		Home
Equity 		Other
Consumer
Accruing loans 30-59 days past due $ 31,688 8,419 9,516 7,791 3,808 2,154
Accruing loans 60-89 days past due 9,687 45 3,311 3,727 1,877 727
Accruing loans 90 days or more past due
6,624 701 3,700 1,738 140 345
Non-accrual loans with no ACL 25,219 4,126 11,328 6,395 2,953 417
Non-accrual loans with ACL 2,787 307 2,137 257 50 36
Total past due and
non-accrual loans
76,005 13,598 29,992 19,908 8,828 3,679
Current loans receivable 10,012,201 944,232 5,898,311 2,219,970 644,114 305,574
Total loans receivable $ 10,088,206 957,830 5,928,303 2,239,878 652,942 309,253
24


December 31, 2019
(Dollars in thousands) Total Residential
Real Estate 		Commercial
Real Estate 		Other
Commercial 		Home
Equity 		Other
Consumer
Accruing loans 30-59 days past due $ 15,944 3,403 4,946 4,685 1,040 1,870
Accruing loans 60-89 days past due 7,248 749 2,317 1,190 1,902 1,090
Accruing loans 90 days or more past due
1,412 753 64 143 — 452
Non-accrual loans 30,883 4,715 15,650 6,592 3,266 660
Total past due and non-accrual loans
55,487 9,620 22,977 12,610 6,208 4,072
Current loans receivable 9,457,323 916,768 5,556,330 2,081,644 610,993 291,588
Total loans receivable $ 9,512,810 926,388 5,579,307 2,094,254 617,201 295,660

The Company had $ 49,000 of interest reversed on non-accrual loans during the three months ended March 31, 2020.

Restructured Loans
A restructured loan is considered a TDR if the creditor, for economic or legal reasons related to the debtor’s financial difficulties, grants a concession to the debtor that it would not otherwise consider. The following tables present the loans modified as TDRs that occurred during the periods presented and the TDRs that occurred within the previous twelve months that subsequently defaulted:

Three Months ended March 31, 2020
(Dollars in thousands) Total Residential
Real Estate 		Commercial
Real Estate 		Other
Commercial 		Home
Equity 		Other
Consumer
TDRs that occurred during the period
Number of loans 5 — 3 2 — —
Pre-modification recorded balance
$ 7,268 — 6,857 411 — —
Post-modification recorded balance
$ 7,268 — 6,857 411 — —
TDRs that subsequently defaulted
Number of loans — — — — — —
Recorded balance $ — — — — — —

Three Months ended March 31, 2019
(Dollars in thousands) Total Residential
Real Estate 		Commercial
Real Estate 		Other
Commercial 		Home
Equity 		Other
Consumer
TDRs that occurred during the period
Number of loans 4 — 1 2 1 —
Pre-modification recorded balance
$ 1,705 — 1,035 567 103 —
Post-modification recorded balance
$ 1,705 — 1,035 567 103 —
TDRs that subsequently defaulted
Number of loans — — — — — —
Recorded balance $ — — — — — —


25


The modifications for the loans designated as TDRs during the three months ended March 31, 2020 and 2019 included one or a combination of the following: an extension of the maturity date, a reduction of the interest rate or a reduction in the principal amount.

In addition to the loans designated as TDRs during the period provided in the preceding tables, the Company had TDRs with pre-modification loan balances of $ 568,000 and $ 1,940,000 for the three months ended March 31, 2020 and 2019, respectively, for which OREO was received in full or partial satisfaction of the loans. The majority of such TDRs were in commercial real estate for the three months ended March 31, 2020 and 2019. At March 31, 2020 and December 31, 2019, the Company had $ 1,364,000 and $ 1,744,000 , respectively, of consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings were in process. At March 31, 2020 and December 31, 2019, the Company had $ 1,554,000 and $ 1,504,000 , respectively, of OREO secured by residential real estate properties.

Credit Quality Indicators
The Company categorizes commercial real estate and other commercial loans into risk categories based on relevant information about the ability of borrowers to service their obligations. The following tables present the amortized cost in commercial real estate and other commercial loans based on the Company’s internal risk rating. The date of a modification, renewal or extension of a loan is considered for the year of origination if the terms of the loan are as favorable to the Company as the terms are for a comparable loan to other borrowers with similar credit risk.

March 31, 2020
(Dollars in thousands) Total Pass Special Mention Substandard Doubtful/
Loss
Commercial real estate loans
Term loans by origination year
2020 (year-to-date) $ 339,688 338,459 — 1,229 —
2019 1,177,694 1,170,434 — 7,260 —
2018 1,082,524 1,048,933 — 33,591 —
2017 823,352 801,190 3,421 18,741 —
2016 560,146 542,535 — 17,611 —
Prior 1,782,598 1,732,836 — 49,352 410
Revolving loans 162,301 154,117 — 8,182 2
Total $ 5,928,303 5,788,504 3,421 135,966 412
Other commercial loans
Term loans by origination year
2020 (year-to-date) $ 142,965 139,929 — 3,036 —
2019 386,443 380,272 — 6,171 —
2018 350,710 345,567 — 5,142 1
2017 340,398 334,937 — 5,020 441
2016 217,527 214,790 — 2,588 149
Prior 220,822 213,739 — 6,513 570
Revolving loans 581,013 567,842 — 13,060 111
Total $ 2,239,878 2,197,076 — 41,530 1,272

26


For residential real estate, home equity and other consumer loan segments, the Company evaluates credit quality primarily on the aging status of the loan. The following tables present the amortized cost in residential real estate, home equity and other consumer loans based on payment performance:

March 31, 2020
(Dollars in thousands) Total Performing 30-89 Days Past Due Non-Accrual and 90 Days or More Past Due
Residential real estate loans
Term loans by origination year
2020 (year-to-date) $ 30,716 30,716 — —
2019 268,951 266,516 2,250 185
2018 186,895 183,955 2,521 419
2017 126,134 125,673 461 —
2016 83,637 82,608 244 785
Prior 258,882 252,149 2,988 3,745
Revolving loans 2,615 2,615 — —
Total $ 957,830 944,232 8,464 5,134
Home equity loans
Term loans by origination year
2020 (year-to-date) $ — — — —
2019 2,140 2,102 38 —
2018 2,643 2,643 — —
2017 2,706 2,706 — —
2016 1,747 1,747 — —
Prior 21,116 19,696 696 724
Revolving loans 622,590 615,220 4,951 2,419
Total $ 652,942 644,114 5,685 3,143
Other consumer loans
Term loans by origination year
2020 (year-to-date) $ 33,081 33,077 4 —
2019 106,151 105,790 317 44
2018 69,022 68,594 350 78
2017 30,799 30,261 472 66
2016 16,696 16,217 231 248
Prior 30,219 28,412 1,452 355
Revolving loans 23,285 23,223 55 7
Total $ 309,253 305,574 2,881 798

27


Additional Disclosures
The implementation of FASB ASU 2016-13, Financial Instruments - Credit Losses significantly changed disclosures related to loans and, as a result, certain disclosures are no longer required. The following tables represent disclosures for the prior period that are no longer required as of January 1, 2020, but are included in this Form 10-Q since the Company is required to disclose comparative information.

The following table disclosed the recorded investment in loans and the balance in the allowance separated by loans individually evaluated and collectively evaluated for impairment:
December 31, 2019
(Dollars in thousands) Total Residential
Real Estate 		Commercial
Real Estate 		Other
Commercial 		Home
Equity 		Other
Consumer
Loans receivable
Individually evaluated for impairment
$ 94,504 7,804 58,609 21,475 3,745 2,871
Collectively evaluated for impairment
9,418,306 918,584 5,520,698 2,072,779 613,456 292,789
Total loans receivable $ 9,512,810 926,388 5,579,307 2,094,254 617,201 295,660
Allowance for loan and lease losses
Individually evaluated for impairment
$ 95 — 73 10 — 12
Collectively evaluated for impairment
124,395 10,111 69,423 36,119 4,937 3,805
Total allowance for loan and lease losses
$ 124,490 10,111 69,496 36,129 4,937 3,817

The following table disclosed information related to impaired loans:
At or for the Year ended December 31, 2019
(Dollars in thousands) Total Residential
Real Estate 		Commercial
Real Estate 		Other
Commercial 		Home
Equity 		Other
Consumer
Loans with a specific valuation allowance
Recorded balance $ 5,388 — 5,343 10 — 35
Unpaid principal balance 5,388 — 5,343 10 — 35
Specific valuation allowance 95 — 73 10 — 12
Average balance 10,378 409 6,341 3,490 24 114
Loans without a specific valuation allowance
Recorded balance 89,116 7,804 53,266 21,465 3,745 2,836
Unpaid principal balance 99,355 9,220 57,735 24,758 4,494 3,148
Average balance 93,338 9,879 59,107 18,079 3,486 2,787
Total
Recorded balance $ 94,504 7,804 58,609 21,475 3,745 2,871
Unpaid principal balance 104,743 9,220 63,078 24,768 4,494 3,183
Specific valuation allowance 95 — 73 10 — 12
Average balance 103,716 10,288 65,448 21,569 3,510 2,901

Interest income recognized on impaired loans for the year ended December 31, 2019 was not significant.
28


Note 4. Leases

The Company leases certain land, premises and equipment from third parties. Effective January 1, 2019, ROU assets for operating and finance leases are included in net premises and equipment and lease liabilities are included in other liabilities and other borrowed funds, respectively, on the Company’s statements of financial condition. The following table summarizes the Company’s leases:

March 31, 2020 December 31, 2019
(Dollars in thousands) Finance
Leases 		Operating
Leases 		Finance
Leases 		Operating
Leases
ROU assets $ 5,618 6,537
Accumulated depreciation ( 95 ) ( 917 )
Net ROU assets $ 5,523 43,371 5,620 41,453
Lease liabilities $ 5,580 45,967 5,671 43,904
Weighted-average remaining lease term 25 years 18 years 24 years 19 years
Weighted-average discount rate 2.9 % 3.6 % 3.0 % 3.7 %

Maturities of lease liabilities consist of the following:
March 31, 2020
(Dollars in thousands) Finance
Leases 		Operating
Leases
Maturing within one year $ 250 4,144
Maturing one year through two years 257 4,020
Maturing two years through three years 262 3,640
Maturing three years through four years 268 3,306
Maturing four years through five years 276 3,317
Thereafter 6,727 45,687
Total lease payments 8,040 64,114
Present value of lease payments
Short-term 89 2,725
Long-term 5,491 43,242
Total present value of lease payments 5,580 45,967
Difference between lease payments and present value of lease payments $ 2,460 18,147

29


The components of lease expense consist of the following:

Three Months ended
(Dollars in thousands) March 31,
2020 		March 31,
2019
Finance lease cost
Amortization of ROU assets $ 57 16
Interest on lease liabilities 41 2
Operating lease cost 1,108 913
Short-term lease cost 90 109
Variable lease cost 385 199
Sublease income ( 2 ) ( 2 )
Total lease expense $ 1,679 1,237

Supplemental cash flow information related to leases is as follows:
Three Months ended
March 31, 2020 March 31, 2019
(Dollars in thousands) Finance
Leases 		Operating
Leases 		Finance
Leases 		Operating
Leases
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows $ 41 615 2 479
Financing cash flows 23 N/A 21 N/A

The Company also leases office space to third parties through operating leases. Rent income from these leases for the three months ended March 31, 2020 and 2019 was not significant.

Note 5. Goodwill

The following schedule discloses the changes in the carrying value of goodwill:

Three Months ended
(Dollars in thousands) March 31,
2020 		March 31,
2019
Net carrying value at beginning of period $ 456,418 289,586
Acquisitions and adjustments 56,937 —
Net carrying value at end of period $ 513,355 289,586

The Company performed its annual goodwill impairment test during the third quarter of 2019 and determined the fair value of the aggregated reporting units exceeded the carrying value, such that the Company’s goodwill was not considered impaired. During the first quarter of 2020, the Company considered the impact of the COVID-19 pandemic and the current economic conditions and determined that such conditions would not likely reduce the fair value of a reporting unit below its carrying value, and therefore did not perform interim testing at March 31, 2020. Changes in the economic environment, operations of the aggregated reporting units, or other factors could result in the decline in the fair value of the aggregated reporting units which could result in a goodwill impairment in the future. Accumulated impairment charges were $40,159,000 as of March 31, 2020 and December 31, 2019.

For additional information on goodwill related to acquisitions, see Note 13.

30


Note 6. Variable Interest Entities

A VIE is a partnership, limited liability company, trust or other legal entity that meets one of the following criteria: 1) the entity’s equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support from other parties; 2) the holders of the equity investment at risk, as a group, lack the characteristics of a controlling financial interest; and 3) the voting rights of some holders of the equity investment at risk are disproportionate to their obligation to absorb losses or receive returns, and substantially all of the activities are conducted on behalf of the holder of equity investment at risk with disproportionately few voting rights. A VIE must be consolidated by the Company if it is deemed to be the primary beneficiary, which is the party involved with the VIE that has both: 1) the power to direct the activities of the VIE that most significantly affect the VIE’s economic performance; and 2) the obligation to absorb the losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE.

The Company’s VIEs are regularly monitored to determine if any reconsideration events have occurred that could cause the primary beneficiary status to change. A previously unconsolidated VIE is consolidated when the Company becomes the primary beneficiary. A previously consolidated VIE is deconsolidated when the Company ceases to be the primary beneficiary or the entity is no longer a VIE.

Consolidated Variable Interest Entities
The Company has equity investments in Certified Development Entities (“CDE”) which have received allocations of New Markets Tax Credits (“NMTC”). The NMTC program provides federal tax incentives to investors to make investments in distressed communities and promotes economic improvements through the development of successful businesses in these communities. The NMTC is available to investors over seven years and is subject to recapture if certain events occur during such period. The maximum exposure to loss in the CDEs is the amount of equity invested and credit extended by the Company. However, the Company has credit protection in the form of indemnification agreements, guarantees, and collateral arrangements. The Company has evaluated the variable interests held by the Company in each CDE (NMTC) investment and determined the Company does not individually meet the characteristics of a primary beneficiary; however, the related-party group does meet the criteria as a group and substantially all of the activities of the CDEs either involve or are conducted on behalf of the Company. As a result, the Company is the primary beneficiary of the CDEs and their assets, liabilities, and results of operations are included in the Company’s consolidated financial statements. The primary activities of the CDEs are recognized in commercial loans interest income and other borrowed funds interest expense on the Company’s statements of operations and the federal income tax credit allocations from the investments are recognized in the Company’s statements of operations as a component of income tax expense. Such related cash flows are recognized in loans originated, principal collected on loans and change in other borrowed funds.

The Bank is also the sole member of certain tax credit funds that make direct investments in qualified affordable housing projects (e.g., Low-Income Housing Tax Credit [“LIHTC”] partnerships). As such, the Company is the primary beneficiary of these tax credit funds and their assets, liabilities, and results of operations are included in the Company’s consolidated financial statements.


31


The following table summarizes the carrying amounts of the consolidated VIEs’ assets and liabilities included in the Company’s statements of financial condition and are adjusted for intercompany eliminations. All assets presented can be used only to settle obligations of the consolidated VIEs and all liabilities presented consist of liabilities for which creditors and other beneficial interest holders therein have no recourse to the general credit of the Company.
(Dollars in thousands) March 31,
2020 		December 31,
2019
Assets
Loans receivable $ 90,183 84,390
Accrued interest receivable 91 63
Other assets 54,626 54,692
Total assets $ 144,900 139,145
Liabilities
Other borrowed funds $ 26,919 23,149
Accrued interest payable 56 36
Other liabilities 36 123
Total liabilities $ 27,011 23,308

Unconsolidated Variable Interest Entities
The Company has equity investments in LIHTC partnerships, both directly and through tax credit funds, with carrying values of $ 42,575,000 and $ 41,521,000 as of March 31, 2020 and December 31, 2019, respectively. The LIHTCs are indirect federal subsidies to finance low-income housing and are used in connection with both newly constructed and renovated residential rental buildings. Once a project is placed in service, it is generally eligible for the tax credit for ten years . To continue generating the tax credit and to avoid tax credit recapture, a LIHTC building must satisfy specific low-income housing compliance rules for a full fifteen years . The maximum exposure to loss in the VIEs is the amount of equity invested and credit extended by the Company. However, the Company has credit protection in the form of indemnification agreements, guarantees, and collateral arrangements. The Company has evaluated the variable interests held by the Company in each LIHTC investment and determined that the Company does not have controlling financial interests in such investments, and is not the primary beneficiary. The Company reports the investments in the unconsolidated LIHTCs as other assets on the Company’s statements of financial condition. There were no impairment losses on the Company’s LIHTC investments during the three months ended March 31, 2020 and 2019. Future unfunded contingent commitments related to the Company’s LIHTC investments at March 31, 2020 are as follows:

(Dollars in thousands) Amount
Years ending December 31,
2020 $ 9,436
2021 9,296
2022 8,256
2023 222
2024 353
Thereafter 479
Total $ 28,042


32


The Company has elected to use the proportional amortization method, and more specifically the practical expedient method, for the amortization of all eligible LIHTC investments and amortization expense is recognized as a component of income tax expense. The following table summarizes the amortization expense and the amount of tax credits and other tax benefits recognized for qualified affordable housing project investments during the periods presented.

Three Months ended
(Dollars in thousands) March 31,
2020 		March 31,
2019
Amortization expense
$ 1,842 1,417
Tax credits and other tax benefits recognized
2,485 1,958

The Company also owns the following trust subsidiaries, each of which issued trust preferred securities as Tier 1 capital instruments: Glacier Capital Trust II, Glacier Capital Trust III, Glacier Capital Trust IV, Citizens (ID) Statutory Trust I, Bank of the San Juans Bancorporation Trust I, First Company Statutory Trust 2001, First Company Statutory Trust 2003, FNB (UT) Statutory Trust I and FNB (UT) Statutory Trust II. The trust subsidiaries have no assets, operations, revenues or cash flows other than those related to the issuance, administration and repayment of the securities held by third parties. The trust subsidiaries are not included in the Company’s consolidated financial statements because the sole asset of each trust subsidiary is a receivable from the Company, even though the Company owns all of the voting equity shares of the trust subsidiaries, has fully guaranteed the obligations of the trust subsidiaries and may have the right to redeem the third party securities under certain circumstances. The Company reports the trust preferred securities issued to the trust subsidiaries as subordinated debentures on the Company’s statements of financial condition.

Note 7. Securities Sold Under Agreements to Repurchase

The Company’s securities sold under agreements to repurchase (“repurchase agreements”) totaled $ 580,335,000 and $ 569,824,000 at March 31, 2020 and December 31, 2019, respectively, and are secured by debt securities with carrying values of $ 778,035,000 and $ 711,210,000 , respectively. Securities are pledged to customers at the time of the transaction in an amount at least equal to the outstanding balance and are held in custody accounts by third parties. The fair value of collateral is continually monitored and additional collateral is provided as deemed appropriate. The following tables summarize the carrying value of the Company’s repurchase agreements by remaining contractual maturity and category of collateral:

March 31, 2020
Remaining Contractual Maturity
of the Agreements
(Dollars in thousands) Overnight and Continuous Total
Residential mortgage-backed securities $ 328,722 328,722
Commercial mortgage-backed securities 251,613 251,613
Total $ 580,335 580,335

December 31, 2019
Remaining Contractual Maturity
of the Agreements
(Dollars in thousands) Overnight and Continuous Total
Residential mortgage-backed securities $ 312,015 312,015
Commercial mortgage-backed securities 257,809 257,809
Total $ 569,824 569,824

33


Note 8. Derivatives and Hedging Activities

Cash Flow Hedges
The Company is exposed to certain risks relating to its ongoing operations. The primary risk managed by using derivative instruments is interest ra te risk. Interest rate caps and interest rate swaps have been entered into to manage interest rate risk associated with variable rate borrowings.

Interest Rate Cap Derivatives. In March 2020, the Company purchased interest rate caps designated as cash flow hedges with notional amounts totaling $ 130,500,000 on its variable rate subordinated debentures and were determined to be fully effective during the three months ended March 31, 2020 . The interest rate caps require receipt of variable amounts from the counterparty when interest rates rise above the strike price in the contracts. The strike prices in the contracts range from 1.5 percent to 2 percent 3 month LIBOR. At March 31, 2020, the interest rate caps had a fair value of $ 799,000 and were reported as other assets on the Company’s statements of financial condition. Changes in fair value were recorded in OCI and were insignificant during the current period.

Interest Rate Swap Derivatives. In September 2019, the Company implemented a balance sheet strategy to increase its net interest income and net interest margin. The strategy included early termination of the Company’s pay-fixed interest rate swaps with notional amounts totaling $ 260,000,000 . A $ 9,997,000 loss was recognized on the early termination of the pay-fixed interest rate swaps and was reported in loss on termination of hedging activities on the Company’s statements of operations. The Company recognized interest rate swaps as other assets or liabilities at fair value in the statements of financial condition, after taking into account the effects of bilateral collateral and master netting agreements. These agreements allowed the Company to settle all interest rate swap agreements held with a single counterparty on a net basis, and to offset net interest rate swap derivative positions with related collateral, where applicable. Changes in fair value were recorded in OCI. The Company designated wholesale deposits and Federal Home Loan Bank (“FHLB”) advances for the cash flow hedge and these hedged items were determined to be fully effective during all periods. Interest expense recorded on the interest rate swaps totaled $ 0 and $ 1,976,000 for the three months ended March 31, 2020 and 2019, respectively, and was reported as a component of interest expense on deposits and FHLB advances.

The effect of cash flow hedge accounting on OCI for the periods ending March 31, 2020 and 2019 was as follows:

Three Months ended
(Dollars in thousands) March 31,
2020 		March 31,
2019
Interest rate swaps
Amount of loss recognized in OCI
$ — ( 1,834 )
Amount of loss reclassified from OCI to net income
— ( 223 )

Residential Real Estate Derivatives
At March 31, 2020, the Company had residential real estate derivatives for commitments (“interest rate locks”) to fund certain residential real estate loans to be sold into the secondary market. At March 31, 2020 and December 31, 2019, loan commitments with interest rate lock commitments totaled $ 306,698,000 and $ 84,803,000 , respectively, and the fair value of the related derivatives was included in other assets with corresponding changes recorded in gain on sale of loans. The Company enters into free-standing derivatives to mitigate interest rate risk for most residential real estate loans to be sold. These derivatives include forward commitments to sell to-be-announced (“TBA”) securities which are used to economically hedge the interest rate risk associated with such loans and unfunded commitments. At March 31, 2020 and December 31, 2019, TBA commitments were $ 264,750,000 and $ 82,000,000 , respectively, and the fair value of the related derivatives was included in other liabilities with corresponding changes recorded in gain on sale of loans. The Company doesn’t enter into a commitment to sell these loans to an investor until the loan is funded and is ready to be delivered to the investor. Due to the forward sales commitments being short-term in nature, the corresponding derivatives are not significant. For all other residential real estate loans to be sold, the Company enters into “best efforts” forward sales commitments for the future delivery of loans to third party investors when interest rate lock commitments are entered into in order to economically hedge the effect of changes in interest rates resulting from its commitments to fund the loans. Forward sales commitments on a “best efforts” basis are not designated in hedge relationships until the loan is funded.

34


Note 9. Other Expenses

Other expenses consists of the following:
Three Months ended
(Dollars in thousands) March 31,
2020 		March 31,
2019
Mergers and acquisition expenses $ 2,791 214
Consulting and outside services 2,235 1,767
Telephone 1,238 1,175
Debit card expenses 1,093 1,869
Business development 1,048 890
Employee expenses 1,043 996
Printing and supplies 903 725
VIE amortization and other expenses 841 545
Postage 795 833
Accounting and audit fees 448 453
Legal fees 433 307
Checking and operating expenses 357 362
ATM expenses 100 494
Loan expenses 1
( 2,695 ) 859
Other 915 778
Total other expenses $ 11,545 12,267
______________________________
1 Loan expenses for the three months ended March 31, 2020 includes a decrease in credit loss expense for off-balance sheet credit exposures.

Note 10. Accumulated Other Comprehensive Income

The following table illustrates the activity within accumulated other comprehensive income by component, net of tax:
(Dollars in thousands) (Losses) Gains on Available-For-Sale Debt Securities Losses on Derivatives Used for Cash Flow Hedges Total
Balance at January 1, 2019 $ ( 6,613 ) ( 2,814 ) ( 9,427 )
Other comprehensive income (loss) before reclassifications 34,681 ( 1,369 ) 33,312
Reclassification adjustments for (gains) losses included in net income ( 165 ) 167 2
Net current period other comprehensive income (loss) 34,516 ( 1,202 ) 33,314
Balance at March 31, 2019 $ 27,903 ( 4,016 ) 23,887
Balance at January 1, 2020 $ 40,226 — 40,226
Other comprehensive income before reclassifications 60,142 — 60,142
Reclassification adjustments for gains included in net income ( 644 ) — ( 644 )
Net current period other comprehensive income 59,498 — 59,498
Balance at March 31, 2020 $ 99,724 — 99,724

35


Note 11. Earnings Per Share

Basic earnings per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period presented. Diluted earnings per share is computed by including the net increase in shares as if dilutive outstanding restricted stock units were vested and stock options were exercised, using the treasury stock method.

Basic and diluted earnings per share has been computed based on the following:

Three Months ended
(Dollars in thousands, except per share data) March 31,
2020 		March 31,
2019
Net income available to common stockholders, basic and diluted
$ 43,339 49,132
Average outstanding shares - basic 93,287,670 84,549,974
Add: dilutive restricted stock units and stock options
72,122 64,274
Average outstanding shares - diluted 93,359,792 84,614,248
Basic earnings per share $ 0.46 0.58
Diluted earnings per share $ 0.46 0.58
Restricted stock units and stock options excluded from the
diluted average outstanding share calculation 1
102,094 —
______________________________
1 Anti-dilution occurs when the unrecognized compensation cost per share of a restricted stock unit or the exercise price of a stock option exceeds the market price of the Company’s stock.

Note 12. Fair Value of Assets and Liabilities

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. There is a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of inputs that may be used to measure fair value are as follows:
Level 1 Quoted prices in active markets for identical assets or liabilities
Level 2 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 for substantially the full term of the assets or liabilities
Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities

Transfers in and out of Level 1 (quoted prices in active markets), Level 2 (significant other observable inputs) and Level 3 (significant unobservable inputs) are recognized on the actual transfer date. There were no transfers between fair value hierarchy levels during the three month periods ended March 31, 2020 and 2019.


36


Recurring Measurements
The following is a description of the inputs and valuation methodologies used for assets and liabilities measured at fair value on a recurring basis, as well as the general classification of such assets and liabilities pursuant to the valuation hierarchy. There have been no significant changes in the valuation techniques during the period ended March 31, 2020.

Debt securities, available-for-sal e. The fair value for available-for-sale debt securities is estimated by obtaining quoted market prices for identical assets, where available. If such prices are not available, fair value is based on independent asset pricing services and models, the inputs of which are market-based or independently sourced market parameters, including but not limited to, yield curves, interest rates, volatilities, market spreads, prepayments, defaults, recoveries, cumulative loss projections, and cash flows. Such securities are classified in Level 2 of the valuation hierarchy. Where Level 1 or Level 2 inputs are not available, such securities are classified as Level 3 within the hierarchy.

Fair value determinations of available-for-sale debt securities are the responsibility of the Company’s corporate accounting and treasury departments. The Company obtains fair value estimates from independent third party vendors on a monthly basis. The vendors’ pricing system methodologies, procedures and system controls are reviewed to ensure they are appropriately designed and operating effectively. The Company reviews the vendors’ inputs for fair value estimates and the recommended assignments of levels within the fair value hierarchy. The review includes the extent to which markets for debt securities are determined to have limited or no activity, or are judged to be active markets. The Company reviews the extent to which observable and unobservable inputs are used as well as the appropriateness of the underlying assumptions about risk that a market participant would use in active markets, with adjustments for limited or inactive markets. In considering the inputs to the fair value estimates, the Company places less reliance on quotes that are judged to not reflect orderly transactions, or are non-binding indications. In assessing credit risk, the Company reviews payment performance, collateral adequacy, third party research and analyses, credit rating histories and issuers’ financial statements. For those markets determined to be inactive or limited, the valuation techniques used are models for which management has verified that discount rates are appropriately adjusted to reflect illiquidity and credit risk.

Loans held for sale, at fair value. Loans held for sale measured at fair value, for which an active secondary market and readily available market prices exist, are initially valued at the transaction price and are subsequently valued by using quoted prices for similar assets, adjusted for specific attributes of that loan or other observable market data, such as outstanding commitments from third party investors. Loans held for sale measured at fair value are classified within Level 2. Included in gain on sale of loans were net gains of $1,432,000 and net losses of $1,000 for the three month periods ended March 31, 2020 and 2019, respectively, from the changes in fair value of loans held for sale measured at fair value. Electing to measure loans held for sale at fair value reduces certain timing differences and better matches changes in fair value of these assets with changes in the value of the derivative instruments used to economically hedge them without the burden of complying with the requirements for hedge accounting.

Interest rate cap derivative financial instrum ents. F air value estimates for interest rate cap derivative financial instruments were based upon the discounted cash flows of known payments plus the option value of each caplet which incorporates market rate forecasts and implied market volatilities. The components of the valuation were observable or could be corroborated by observable market data and, therefore, were classified within Level 2 of the valuation hierarchy. The Company also obtained and compared the reasonableness of the pricing from independent third party valuations.

37


The following tables disclose the fair value measurement of assets measured at fair value on a recurring basis:
Fair Value Measurements
At the End of the Reporting Period Using
(Dollars in thousands) Fair Value
March 31,
2020 		Quoted Prices
in Active  Markets
for Identical
Assets
(Level 1) 		Significant
Other
Observable
Inputs
(Level 2) 		Significant
Unobservable
Inputs
(Level 3)
Debt securities, available-for-sale
U.S. government and federal agency $ 44,567 — 44,567 —
U.S. government sponsored enterprises 31,251 — 31,251 —
State and local governments 1,258,342 — 1,258,342 —
Corporate bonds 331,184 — 331,184 —
Residential mortgage-backed securities 794,733 — 794,733 —
Commercial mortgage-backed securities 969,813 — 969,813 —
Loans held for sale, at fair value 94,619 — 94,619 —
Interest rate caps 799 — 799 —
Total assets measured at fair value
on a recurring basis
$ 3,525,308 — 3,525,308 —

Fair Value Measurements
At the End of the Reporting Period Using
(Dollars in thousands) Fair Value December 31, 2019 Quoted Prices
in Active  Markets
for Identical
Assets
(Level 1) 		Significant
Other
Observable
Inputs
(Level 2) 		Significant
Unobservable
Inputs
(Level 3)
Debt securities, available-for-sale
U.S. government and federal agency $ 20,044 — 20,044 —
U.S. government sponsored enterprises 43,677 — 43,677 —
State and local governments 702,398 — 702,398 —
Corporate bonds 157,602 — 157,602 —
Residential mortgage-backed securities 738,724 — 738,724 —
Commercial mortgage-backed securities 912,807 — 912,807 —
Loans held for sale, at fair value
69,194 — 69,194 —
Total assets measured at fair value on a recurring basis
$ 2,644,446 — 2,644,446 —

38


Non-recurring Measurements
The following is a description of the inputs and valuation methodologies used for assets recorded at fair value on a non-recurring basis, as well as the general classification of such assets pursuant to the valuation hierarchy. There have been no significant changes in the valuation techniques during the period ended March 31, 2020.

Other real estate owned. OREO is initially recorded at fair value less estimated cost to sell, establishing a new cost basis. OREO is subsequently accounted for at lower of cost or fair value less estimated cost to sell. Estimated fair value of OREO is based on appraisals or evaluations (new or updated). OREO is classified within Level 3 of the fair value hierarchy.

Collateral-dependent loans, net of ACL. Fair value estimates of collateral-dependent loans that are individually reviewed are based on the fair value of the collateral, less estimated cost to sell. Collateral-dependent individually reviewed loans are classified within Level 3 of the fair value hierarchy.

The Company’s credit department reviews appraisals for OREO and collateral-dependent loans, giving consideration to the highest and best use of the collateral. The appraisal or evaluation (new or updated) is considered the starting point for determining fair value. The valuation techniques used in preparing appraisals or evaluations (new or updated) include the cost approach, income approach, sales comparison approach, or a combination of the preceding valuation techniques. The key inputs used to determine the fair value of the collateral-dependent loans and OREO include selling costs, discounted cash flow rate or capitalization rate, and adjustment to comparables. Valuations and significant inputs obtained by independent sources are reviewed by the Company for accuracy and reasonableness. The Company also considers other factors and events in the environment that may affect the fair value. The appraisals or evaluations (new or updated) are reviewed at least quarterly and more frequently based on current market conditions, including deterioration in a borrower’s financial condition and when property values may be subject to significant volatility. After review and acceptance of the collateral appraisal or evaluation (new or updated), adjustments to the impaired loan or OREO may occur. The Company generally obtains appraisals or evaluations (new or updated) annually.

The following tables disclose the fair value measurement of assets with a recorded change during the period resulting from re-measuring the assets at fair value on a non-recurring basis:

Fair Value Measurements
At the End of the Reporting Period Using
(Dollars in thousands) Fair Value
March 31,
2020 		Quoted Prices
in Active  Markets
for Identical
Assets
(Level 1) 		Significant
Other
Observable
Inputs
(Level 2) 		Significant
Unobservable
Inputs
(Level 3)
Other real estate owned $ 150 — — 150
Collateral-dependent loans, net of ACL 1,818 — — 1,818
Total assets measured at fair value
on a non-recurring basis
$ 1,968 — — 1,968



39


Fair Value Measurements
At the End of the Reporting Period Using
(Dollars in thousands) Fair Value December 31, 2019 Quoted Prices
in Active  Markets
for Identical
Assets
(Level 1) 		Significant
Other
Observable
Inputs
(Level 2) 		Significant
Unobservable
Inputs
(Level 3)
Other real estate owned $ 1,983 — — 1,983
Collateral-dependent loans, net of ACL 23 — — 23
Total assets measured at fair value
on a non-recurring basis
$ 2,006 — — 2,006

Non-recurring Measurements Using Significant Unobservable Inputs (Level 3)
The following tables present additional quantitative information about assets measured at fair value on a non-recurring basis and for which the Company has utilized Level 3 inputs to determine fair value:

Fair Value
March 31,
2020 		Quantitative Information about Level 3 Fair Value Measurements
(Dollars in thousands) Valuation Technique Unobservable Input
Range
(Weighted-Average) 1
Other real estate owned
$ 150 Sales comparison approach Selling costs 10.0% - 10.0% (10.0%)
Collateral-dependent
loans, net of ACL
$ 297 Cost approach Selling costs 10.0% - 10.0% (10.0%)
225 Sales comparison approach Selling costs 10.0% - 10.0% (10.0%)
1,296 Combined approach Selling costs 10.0% - 10.0% (10.0%)
$ 1,818

Fair Value December 31, 2019 Quantitative Information about Level 3 Fair Value Measurements
(Dollars in thousands) Valuation Technique Unobservable Input
Range
(Weighted-Average) 1
Other real estate owned
$ 1,983 Sales comparison approach Selling costs 6.0% - 10.0% (7.3%)
Adjustment to comparables 0.0% - 11.1% (4.5%)
Collateral-dependent
loans, net of ACL
$ 9 Cost approach Selling costs 10.0% - 10.0% (10.0%)
14 Sales comparison approach Adjustment to comparables 0.0% - 0.0% (0.0%)
$ 23
______________________________
1 The range for selling cost inputs represents reductions to the fair value of the assets.


40


Fair Value of Financial Instruments
The following tables present the carrying amounts, estimated fair values and the level within the fair value hierarchy of the Company’s financial instruments not carried at fair value. Receivables and payables due in one year or less, equity securities without readily determinable fair values and deposits with no defined or contractual maturities are excluded.

Fair Value Measurements
At the End of the Reporting Period Using
(Dollars in thousands) Carrying Amount
March 31,
2020 		Quoted Prices
in Active
Markets for
Identical Assets
(Level 1) 		Significant
Other
Observable
Inputs
(Level 2) 		Significant
Unobservable
Inputs
(Level 3)
Financial assets
Cash and cash equivalents $ 273,441 273,441 — —
Debt securities, held-to-maturity 203,814 — 214,030 —
Loans receivable, net of ACL 9,938,016 — — 9,833,567
Total financial assets $ 10,415,271 273,441 214,030 9,833,567
Financial liabilities
Term deposits $ 1,088,161 — 1,096,573 —
FHLB advances 513,055 — 513,309 —
Repurchase agreements and
other borrowed funds
612,834 — 612,834 —
Subordinated debentures 139,916 — 88,924 —
Total financial liabilities $ 2,353,966 — 2,311,640 —

Fair Value Measurements
At the End of the Reporting Period Using
(Dollars in thousands) Carrying Amount December 31, 2019 Quoted Prices
in Active
Markets for
Identical Assets
(Level 1) 		Significant
Other
Observable
Inputs
(Level 2) 		Significant
Unobservable
Inputs
(Level 3)
Financial assets
Cash and cash equivalents $ 330,961 330,961 — —
Debt securities, held-to-maturity 224,611 — 234,396 —
Loans receivable, net of ACL 9,388,320 — — 9,438,121
Total financial assets $ 9,943,892 330,961 234,396 9,438,121
Financial liabilities
Term deposits $ 1,011,798 — 1,017,505 —
FHLB advances 38,611 — 38,787 —
Repurchase agreements and
other borrowed funds
598,644 — 598,644 —
Subordinated debentures 139,914 — 124,094 —
Total financial liabilities $ 1,788,967 — 1,779,030 —








41


Note 13. Mergers and Acquisitions

On February 29, 2020, the Company acquired 100 percent of the outstanding common stock of State Bank Corp. and its wholly-owned subsidiary, State Bank of Arizona, a community bank based in Lake Havasu City, Arizona. SBAZ has been merged into The Foothills Bank division of Glacier Bank. SBAZ provides banking services to individuals and businesses in Arizona with locations in Bullhead City, Cottonwood, Kingman, Lake Havasu City, Phoenix, Prescott Valley and Prescott. The preliminary value of the SBAZ acquisition was $ 125,854,000 and resulted in the Company issuing 3,007,044 shares of its common stock and paying $ 13,721,000 in cash in exchange for all of SBAZ’s outstanding common stock shares. The fair value of the Company shares issued was determined on the basis of the closing market price of the Company’s common stock on the February 29, 2020 acquisition date. The excess of the preliminary fair value of consideration transferred over total identifiable net assets was recorded as goodwill. The goodwill arising from the acquisition consists largely of the synergies and economies of scale expected from combining the operations of the Company and SBAZ. None of the goodwill is deductible for income tax purposes as the acquisition was accounted for as a tax-free exchange.

The assets and liabilities of SBAZ were recorded on the Company’s consolidated statements of financial condition at their preliminary estimated fair values as of the acquisition date and the results of operations have been included in the Company’s consolidated statements of operations since that date. The following table discloses the preliminary fair value estimates of the consideration transferred, the total identifiable net assets acquired and the resulting goodwill arising from the SBAZ acquisition. The Company is continuing to obtain information to determine the fair values of assets acquired and liabilities assumed.

(Dollars in thousands) SBAZ
February 29,
2020
Fair value of consideration transferred
Fair value of Company shares issued $ 112,133
Cash consideration 13,721
Total fair value of consideration transferred 125,854
Recognized amounts of identifiable assets acquired and liabilities assumed
Identifiable assets acquired
Cash and cash equivalents 57,434
Debt securities 142,174
Loans receivable, net of ACL 451,653
Core deposit intangible 1
2,593
Accrued income and other assets 33,318
Total identifiable assets acquired 687,172
Liabilities assumed
Deposits 603,289
Borrowings
10,904
Accrued expenses and other liabilities 4,062
Total liabilities assumed 618,255
Total identifiable net assets 68,917
Goodwill recognized $ 56,937
______________________________
1 The core deposit intangible for the acquisition was determined to have an estimated life of 10 years .


42


The preliminary fair values of the SBAZ assets acquired include loans with preliminary fair values of $ 451,702,000 . The gross principal and contractual interest due under the SBAZ contracts was $ 452,510,000 . The Company evaluated the loans at the acquisition date and determined there were PCD loans of $ 3,401,000 with an ACL of $ 49,000 .

The Company incurred $ 2,530,000 of expenses in connection with the SBAZ acquisition during the three months ended March 31, 2020. Mergers and acquisition expenses are included in other expense in the Company's consolidated statements of operations and consist of third-party costs and employee severance expenses.

Total income consisting of net interest income and non-interest income of the acquired operations of SBAZ was approximately $ 2,579,000 and net loss was approximately $ 3,474,000 from February 29, 2020 to March 31, 2020. The following unaudited pro forma summary presents consolidated information of the Company as if the SBAZ acquisition had occurred on January 1, 2019:
Three Months ended
(Dollars in thousands) March 31,
2020 		March 31,
2019
Net interest income and non-interest income $ 172,893 151,065
Net income 42,228 50,956

43


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion is intended to provide a more comprehensive review of the Glacier Bancorp, Inc.’s (“Company”) operating results and financial condition than can be obtained from reading the Consolidated Financial Statements alone. The discussion should be read in conjunction with the Consolidated Financial Statements and the notes thereto included in “Part I. Item 1. Financial Statements.”

FORWARD-LOOKING STATEMENTS

This Form 10-Q may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about management’s plans, objectives, expectations and intentions that are not historical facts, and other statements identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “should,” “projects,” “seeks,” “estimates” or words of similar meaning. These forward-looking statements are based on current beliefs and expectations of management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the Company’s control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. In addition to the factors set forth in the sections titled “Risk Factors,” “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, as applicable, in this report and the Annual Report on Form 10-K for the year ended December 31, 2019 (the “2019 Annual Report”), the following factors, among others, could cause actual results to differ materially from the anticipated results:
• the risks associated with lending and potential adverse changes of the credit quality of loans in the Company’s portfolio;
• changes in trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System or the Federal Reserve Board, which could adversely affect the Company’s net interest income and profitability;
• changes in the cost and scope of insurance from the Federal Deposit Insurance Corporation (“FDIC”) and other third parties;
• legislative or regulatory changes, such as the recently adopted Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) addressing the economic effects of the coronavirus disease of 2019 (“COVID-19”), as well as increased banking and consumer protection regulation that adversely affect the Company’s business, both generally and as a result of the Company exceeding $10 billion in total consolidated assets;
• ability to complete pending or prospective future acquisitions;
• costs or difficulties related to the completion and integration of acquisitions;
• the goodwill the Company has recorded in connection with acquisitions could become impaired, which may have an adverse impact on earnings and capital;
• reduced demand for banking products and services;
• the reputation of banks and the financial services industry could deteriorate, which could adversely affect the Company's ability to obtain and maintain customers;
• competition among financial institutions in the Company's markets may increase significantly;
• the risks presented by continued public stock market volatility, which could adversely affect the market price of the Company’s common stock and the ability to raise additional capital or grow the Company through acquisitions;
• the projected business and profitability of an expansion or the opening of a new branch could be lower than expected;
• consolidation in the financial services industry in the Company’s markets resulting in the creation of larger financial institutions who may have greater resources could change the competitive landscape;
• dependence on the Chief Executive Officer (“CEO”), the senior management team and the Presidents of Glacier Bank (“Bank”) divisions;
• material failure, potential interruption or breach in security of the Company’s systems and technological changes which could expose us to new risks (e.g., cybersecurity), fraud or system failures;
• natural disasters, including fires, floods, earthquakes, and other unexpected events;
• the Company’s success in managing risks involved in the foregoing; and
• the effects of any reputational damage to the Company resulting from any of the foregoing.

Forward-looking statements speak only as of the date of this Form 10-Q. The Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

44


MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Financial Highlights
At or for the Three Months ended
(Dollars in thousands, except per share and market data)
Mar 31,
2020 		Dec 31,
2019 		Mar 31,
2019
Operating results
Net income $ 43,339 57,410 49,132
Basic earnings per share $ 0.46 0.62 0.58
Diluted earnings per share $ 0.46 0.62 0.58
Dividends declared per share 1
$ 0.29 0.49 0.26
Market value per share
Closing $ 34.01 45.99 40.07
High $ 46.10 46.51 45.47
Low $ 26.66 38.99 37.58
Selected ratios and other data
Number of common stock shares outstanding
95,408,274 92,289,750 84,588,199
Average outstanding shares - basic 93,287,670 92,243,133 84,549,974
Average outstanding shares - diluted 93,359,792 92,365,021 84,614,248
Return on average assets (annualized) 1.25 % 1.67 % 1.67 %
Return on average equity (annualized) 8.52 % 11.61 % 13.02 %
Efficiency ratio 52.55 % 54.90 % 55.37 %
Dividend payout ratio 63.04 % 79.03 % 44.83 %
Loan to deposit ratio 88.10 % 88.92 % 87.14 %
Number of full time equivalent employees
2,955 2,826 2,634
Number of locations 192 181 169
Number of ATMs 247 248 222
______________________________
1 Includes a special dividend declared of $0.20 per share for the three months ended December 31, 2019.

The Company reported net income of $43.3 million for the current quarter, a decrease of $5.8 million, or 12 percent, from the $49.1 million of net income for the prior year first quarter. Diluted earnings per share for the current quarter was $0.46 per share, a decrease of 21 percent from the prior year first quarter diluted earnings per share of $0.58.

In response to the rapidly changing COVID-19 pandemic, our Bank division Presidents, the Company's executive and senior management team, and all the front line staff have stepped up to lead the Company and the communities they serve through these uncertain times. The Company seeks to provide the best possible service for customers, while protecting employees and shareholder value. The Company believes it is well positioned to mitigate the potential financial impact of the COVID-19 pandemic with a strong liquidity and capital position. While the full impact of the pandemic is unknown at this time, the Company expects the strength of the Company and leadership team will ensure continued long-term success.

The Company has implemented several measures to manage through the pandemic, including:
• launched a pandemic team that addresses the daily impact to our business;
• contacted customers to assess their needs and provide funding, flexible repayment options or modifications as necessary;
• designated a “command center” that supports employees so they can work with customers to provide Paycheck Protection Program (“PPP”) loans;
• increased monitoring of credit quality and portfolio risk for industries determined to have elevated risk; and
• developed safety measures for the health of our employees including elimination of unnecessary business travel, social distancing precautions, additional wellness and education programs, and preventative cleaning practices.
45


As a result of the Company’s efforts to support its customers, the Company had approved 8,775 PPP loans in the amount of $1.088 billion and modified 1,688 loans in the amount of $716 million as of April 21, 2020. The Company will continue to support its customers and assist the government in deploying funding for customers under future approved plans.

The Company's first quarter net income results were significantly impacted by adoption of the current expected credit losses (“CECL”) accounting standard. The Company chose to adopt the standard on January 1, 2020, rather than delay the adoption as allowed by the CARES Act, since the Company was operationally prepared and already internally reporting under CECL. As a result, the following items impacted the results in the first quarter 2020:
• a $12.3 million reduction in retained earnings upon adoption of the standard;
• a $19.1 million credit loss expense as a result of the COVID-19 pandemic; and
• an additional $4.8 million credit loss expense due to the State Bank Corp. acquisition.

The current quarter results were also impacted by the following items:
• acquisition-related expenses of $2.8 million; and
• a gain of $2.4 million on the sale of a former branch building.

Recent Acquisition
On February 29, 2020, the Company completed the acquisition of State Bank Corp., the parent company of State Bank of Arizona, a community bank based in Lake Havasu City, Arizona (collectively, "SBAZ"). SBAZ provides banking services to individuals and businesses in Arizona with ten banking offices located in Bullhead City, Cottonwood, Kingman, Lake Havasu City, Phoenix, Prescott Valley and Prescott. Upon closing of the transaction, SBAZ merged into the Company's Foothills Bank division, which expanded the Company's footprint in Arizona to cover all major markets in the state and be a leading community bank in Arizona. During the current quarter, the Company also completed the system core conversion for SBAZ. The business combinations were accounted for using the acquisition method, with the results of operations included in the Company’s consolidated financial statements as of the acquisition dates. For additional information relating to recent mergers and acquisitions, see Note 13 to the Consolidated Financial Statements in “Part I. Item 1. Financial Statements.”

The following table discloses the preliminary fair value estimates of selected classifications of assets and liabilities acquired:

(Dollars in thousands) SBAZ
February 29
2020
Total assets $ 744,109
Debt securities 142,174
Loans receivable 451,702
Non-interest bearing deposits 141,620
Interest bearing deposits 461,669
Borrowings
10,904

46


Financial Condition Analysis

Assets
The following table summarizes the Company’s assets as of the dates indicated:
$ Change from
(Dollars in thousands) Mar 31,
2020 		Dec 31,
2019 		Mar 31,
2019 		Dec 31,
2019 		Mar 31,
2019
Cash and cash equivalents $ 273,441 330,961 202,527 (57,520) 70,914
Debt securities, available-for-sale
3,429,890 2,575,252 2,522,322 854,638 907,568
Debt securities, held-to-maturity
203,814 224,611 255,572 (20,797) (51,758)
Total debt securities
3,633,704 2,799,863 2,777,894 833,841 855,810
Loans receivable
Residential real estate 957,830 926,388 884,732 31,442 73,098
Commercial real estate
5,928,303 5,579,307 4,686,082 348,996 1,242,221
Other commercial 2,239,878 2,094,254 1,909,452 145,624 330,426
Home equity 652,942 617,201 562,381 35,741 90,561
Other consumer 309,253 295,660 283,423 13,593 25,830
Loans receivable 10,088,206 9,512,810 8,326,070 575,396 1,762,136
Allowance for credit losses
(150,190) (124,490) (129,786) (25,700) (20,404)
Loans receivable, net
9,938,016 9,388,320 8,196,284 549,696 1,741,732
Other assets 1,313,223 1,164,855 897,074 148,368 416,149
Total assets $ 15,158,384 13,683,999 12,073,779 1,474,385 3,084,605

Total debt securities of $3.634 billion at March 31, 2020 increased $834 million, or 30 percent, during the current quarter and increased $856 million, or 31 percent, from the prior year first quarter. The current quarter increase in debt securities was the result of acquiring $142 million of debt securities with the SBAZ acquisition and purchasing $723 million of municipal and corporate bonds in March. These additional securities provide a low-risk, stable earnings stream. Debt securities represented 24 percent of total assets at March 31, 2020 compared to 20 percent at December 31, 2019 and 23 percent of total assets at March 31, 2019.

The loan portfolio of $10.088 billion increased $124 million, or 5 percent annualized, during the current quarter excluding the SBAZ acquisition, with the largest increase in other commercial loans which increased $100 million. Excluding the current year acquisition and the prior year acquisitions of Heritage Bank of Nevada and The First National Bank of Layton, the loan portfolio increased $450 million, or 5 percent, since the prior year first quarter with the largest increase in other commercial loans which increased $201 million, or 11 percent.

47


Liabilities
The following table summarizes the Company’s liabilities as of the dates indicated:
$ Change from
(Dollars in thousands) Mar 31,
2020 		Dec 31,
2019 		Mar 31,
2019 		Dec 31,
2019 		Mar 31,
2019
Deposits
Non-interest bearing deposits
$ 3,875,848 3,696,627 3,051,119 179,221 824,729
NOW and DDA accounts
2,860,563 2,645,404 2,383,806 215,159 476,757
Savings accounts
1,578,062 1,485,487 1,373,544 92,575 204,518
Money market deposit accounts
2,155,203 1,937,141 1,689,962 218,062 465,241
Certificate accounts
1,025,237 958,501 896,731 66,736 128,506
Core deposits, total
11,494,913 10,723,160 9,395,162 771,753 2,099,751
Wholesale deposits
62,924 53,297 192,953 9,627 (130,029)
Deposits, total
11,557,837 10,776,457 9,588,115 781,380 1,969,722
Securities sold under agreements to repurchase
580,335 569,824 489,620 10,511 90,715
Federal Home Loan Bank advances
513,055 38,611 154,683 474,444 358,372
Other borrowed funds 32,499 28,820 14,738 3,679 17,761
Subordinated debentures 139,916 139,914 134,048 2 5,868
Deferred tax liability 15,210 — — 15,210 15,210
Other liabilities 182,888 169,640 141,725 13,248 41,163
Total liabilities $ 13,021,740 11,723,266 10,522,929 1,298,474 2,498,811

Core deposits of $11.495 billion as of March 31, 2020 increased $168 million or 6 percent annualized, from the prior quarter excluding the acquisition of SBAZ with non-interest bearing deposits increasing $37.6 million, or 4 percent annualized, during the current quarter. Excluding current and prior year acquisitions, core deposits increased $500 million, or 5 percent, from the prior year first quarter with non-interest bearing deposits increasing $293 million, or 10 percent. Non-interest bearing deposits were 34 percent of total core deposits at March 31, 2020, an increase of 2 percent from 32 percent of total core deposits at March 31, 2019.

Wholesale deposits of $62.9 million at March 31, 2020 increased $9.6 million from prior quarter and decreased $130 million from the prior year first quarter. Federal Home Loan Bank (“FHLB”) advances of $513 million at March 31, 2020 increased $474 million from the prior quarter and increased $358 million from the prior year first quarter, such increases were to supplement the current quarter deposit growth used to fund the asset growth, including the additional investment purchases. Wholesale deposits and FHLB advances will continue to fluctuate as necessary for balance sheet growth and to supplement liquidity needs of the Company.

During March of the current quarter, the Company purchased interest rate caps with a notional amount of $131 million (tied to 3 month LIBOR) to limit interest expense on the Company’s trust preferred subordinated debt. The interest rate caps effectively convert the variable interest expense on the debt to a fixed rate of 3.93 percent when 3 month LIBOR exceeds 1.88 percent at anytime during the five-year term of the interest rate caps.


48


Stockholders’ Equity
The following table summarizes the stockholders’ equity balances as of the dates indicated:
$ Change from
(Dollars in thousands, except per share data)
Mar 31,
2020 		Dec 31,
2019 		Mar 31,
2019 		Dec 31,
2019 		Mar 31,
2019
Common equity $ 2,036,920 1,920,507 1,526,963 116,413 509,957
Accumulated other comprehensive income
99,724 40,226 23,887 59,498 75,837
Total stockholders’ equity
2,136,644 1,960,733 1,550,850 175,911 585,794
Goodwill and core deposit intangible, net
(576,701) (519,704) (337,134) (56,997) (239,567)
Tangible stockholders’ equity
$ 1,559,943 1,441,029 1,213,716 118,914 346,227

Stockholders’ equity to total assets
14.10 % 14.33 % 12.84 %
Tangible stockholders’ equity to total tangible assets
10.70 % 10.95 % 10.34 %
Book value per common share
$ 22.39 21.25 18.33 1.14 4.06
Tangible book value per common share
$ 16.35 15.61 14.35 0.74 2.00

Tangible stockholders’ equity of $1.560 billion at March 31, 2020 increased $119 million, or 8 percent, compared to the prior quarter which was the result of $112 million of Company stock issued for the acquisition of SBAZ and earnings retention; such increases more than offset the increase in goodwill and core deposits associated with the acquisition and the $12.3 million decrease from the adoption of the CECL accounting standard. Tangible book value per common share of $16.35 at current quarter end increased $0.74 per share from the prior quarter and increased $2.00 per share from a year ago. For additional information on the CECL accounting standard, see Note 1 to the Consolidated Financial Statements in “Part I. Item 1. Financial Statements.”

Cash Dividend
On March 25, 2020, the Company’s Board of Directors declared a quarterly cash dividend of $0.29 per share. The dividend was payable April 16, 2020 to shareholders of record on April 7, 2020. The dividend was the 140th consecutive dividend. Future cash dividends will depend on a variety of factors, including net income, capital, asset quality, general economic conditions and regulatory considerations.


49


Operating Results for Three Months Ended March 31, 2020
Compared to December 31, 2019, and March 31, 2019

Income Summary
The following table summarizes income for the periods indicated:

Three Months ended $ Change from
(Dollars in thousands) Mar 31,
2020 		Dec 31,
2019 		Mar 31,
2019 		Dec 31,
2019 		Mar 31,
2019
Net interest income
Interest income $ 142,865 145,281 126,116 (2,416) 16,749
Interest expense 8,496 8,833 10,904 (337) (2,408)
Total net interest income 134,369 136,448 115,212 (2,079) 19,157
Non-interest income
Service charges and other fees
14,020 14,756 18,015 (736) (3,995)
Miscellaneous loan fees and charges
1,285 1,379 967 (94) 318
Gain on sale of loans 11,862 10,135 5,798 1,727 6,064
Gain on sale of investments 863 257 213 606 650
Other income 5,242 1,890 3,481 3,352 1,761
Total non-interest income
33,272 28,417 28,474 4,855 4,798
Total income $ 167,641 164,865 143,686 2,776 23,955
Net interest margin (tax-equivalent)
4.36 % 4.45 % 4.34 %

Net Interest Income
The current quarter net interest income of $134 million decreased $2.1 million, or 2 percent, over the prior quarter and increased $19.2 million, or 17 percent, from the prior year first quarter. The current quarter interest income of $143 million decreased $2.4 million, or 2 percent, over the prior quarter which was driven primarily by a decrease in loan interest rates. The current quarter interest income increased $16.7 million, or 13 percent, over prior year first quarter and was attributable to an increase in interest income on commercial loans due to an increase in loans, which increased $15.1 million, or 18 percent, from the prior year first quarter.

The current quarter interest expense of $8.5 million decreased $337 thousand, or 4 percent, over the prior quarter as a result of a decrease in interest rates. Current quarter interest expense decreased $2.4 million, or 22 percent, over prior year first quarter which was due to the decrease in higher cost FHLB advances. During the current quarter, the total cost of funding (including non-interest bearing deposits) declined 1 basis point to 29 basis points compared to 30 basis points for the prior quarter and 43 basis points for the prior year first quarter.

The Company’s net interest margin as a percentage of earning assets, on a tax-equivalent basis, for the current quarter was 4.36 percent compared to 4.45 percent in the prior quarter. The core net interest margin, excluding $1.2 million, or 4 basis points, of discount accretion and $655 thousand, or 2 basis points, of non-accrual interest recoveries, was 4.30 percent compared to 4.33 in the prior quarter and 4.26 percent in the prior year first quarter. The Company experienced a 3 basis points decrease in the core net interest margin during the current quarter from decreased yields on loans that more than offset the decrease in the cost of funding. The core net interest margin increased 4 basis points from the prior year first quarter primarily the result of a decrease in funding cost and reduced reliance on higher cost wholesale funding.

50


Non-interest Income
Non-interest income for the current quarter totaled $33.3 million which was an increase of $4.9 million, or 17 percent, over the prior quarter and an increase of $4.8 million, or 17 percent, over the same quarter last year. Service charges and other fees of $14.0 million for the current quarter decreased $4.0 million, or 22 percent, from the prior year first quarter due to the Company's decrease in interchange fees as a result of the Durbin Amendment that more than offset the increased transaction activity. As of July 1, 2019, the Company became subject to the Durbin Amendment which established limits on the amount of interchange fees that can be charged to merchants for debit card processing. Gain on the sale of loans of $11.9 million for the current quarter increased $1.7 million, or 17 percent, compared to the prior quarter and increased $6.1 million, or 105 percent, from the prior year first quarter principally due to the increased refinance activity driven by the decrease in interest rates. Other income of $5.2 million increased $3.4 million from the prior quarter and increased $1.8 million from the prior year first quarter, primarily as a result of a $2.4 million gain on the sale of a former branch building in the current quarter.

Non-interest Expense
The following table summarizes non-interest expense for the periods indicated:
Three Months ended $ Change from
(Dollars in thousands) Mar 31,
2020 		Dec 31,
2019 		Mar 31,
2019 		Dec 31,
2019 		Mar 31,
2019
Compensation and employee benefits
$ 59,660 55,543 52,728 4,117 6,932
Occupancy and equipment 9,219 9,149 8,437 70 782
Advertising and promotions 2,487 2,747 2,388 (260) 99
Data processing 5,282 4,972 3,892 310 1,390
Other real estate owned 112 609 139 (497) (27)
Regulatory assessments and insurance
1,090 45 1,285 1,045 (195)
Core deposit intangibles amortization
2,533 2,566 1,694 (33) 839
Other expenses 11,545 19,621 12,267 (8,076) (722)
Total non-interest expense $ 91,928 95,252 82,830 (3,324) 9,098

Total non-interest expense of $92.0 million for the current quarter decreased $3.3 million, or 3 percent, over the prior quarter and increased $9.1 million, or 11 percent, over the prior year first quarter. Compensation and employee benefits increased by $4.1 million, or 7 percent, from the prior quarter as result of increased employees from the SBAZ acquisition and annual salary increases and benefit adjustments. Compensation and employee benefits increased $6.9 million, or 13 percent, from the prior year first quarter primarily due to an increased number of employees driven by current and prior year acquisitions. Occupancy and equipment expense increased $782 thousand, or 9 percent, over the prior year first quarter primarily as a result of increased costs from acquisitions. Data processing expense increased $310 thousand, or 6 percent, over the prior quarter and increased $1.4 million, or 36 percent, over the prior year first quarter as a result of the current and prior year acquisitions. Regulatory assessment and insurance increased $1.0 million from the prior quarter as a result of a decrease in the amount of Small Bank Assessment credits applied by the FDIC. The Company received $530 thousand of Small Bank Assessment credits during the current quarter compared to $1.3 million in the prior quarter. Regulatory assessment and insurance decreased $195 thousand, or 15 percent, over prior year first quarter and was driven by the current quarter FDIC credits which offset the increased cost from organic and acquisition growth. Other expenses of $11.5 million, decreased $8.1 million, or 41 percent, from the prior quarter and was due to a $3.6 million decrease in expense related to unfunded loan commitments, a $1.6 million decrease in acquisition-related expenses and smaller decreases in several other categories. The current quarter decrease in expense related to unfunded loan commitments was driven by a decreased loss rate on certain portfolio categories, primarily construction loans. Other expenses included acquisition-related expenses of $2.8 million in the current quarter compared to $4.4 million in the prior quarter and $214 thousand in the prior year first quarter.


51


Efficiency Ratio
The current quarter efficiency ratio was 52.55 percent, a 235 basis points decrease from the prior quarter efficiency ratio of 54.90 percent which was due to controlling costs, a decrease in expense related to unfunded loan commitments and the increase in non-interest income. The current quarter efficiency ratio decreased 282 basis points from the prior year first quarter efficiency ratio of 55.37 percent which was driven by the increased commercial loan interest income and gain on sale of loans which more than offset decreases in service fee income from the Durbin amendment and and increased operating costs.

Credit Loss Expense
The following table summarizes credit loss expense, net charge-offs and select ratios relating to credit loss expense for the previous eight quarters:
(Dollars in thousands) Credit
Loss
Expense 		Net
Charge-Offs 		Allowance for
Credit Losses
as a Percent
of Loans 		Accruing
Loans 30-89
Days Past Due
as a Percent of
Loans 		Non-Performing
Assets to
Total Sub-sidiary Assets
First quarter 2020 $ 22,744 $ 813 1.49 % 0.41 % 0.26 %
Fourth quarter 2019 — 1,045 1.31 % 0.24 % 0.27 %
Third quarter 2019 — 3,519 1.32 % 0.31 % 0.40 %
Second quarter 2019 — 732 1.46 % 0.43 % 0.41 %
First quarter 2019 57 1,510 1.56 % 0.44 % 0.42 %
Fourth quarter 2018 1,246 2,542 1.58 % 0.41 % 0.47 %
Third quarter 2018 3,194 2,223 1.63 % 0.31 % 0.61 %
Second quarter 2018 4,718 762 1.66 % 0.50 % 0.71 %

Net charge-offs for the current quarter were $813 thousand compared to $1.0 million for the prior quarter and $1.5 million from the same quarter last year. The current quarter credit loss expense was $22.7 million compared to $57 thousand in the prior year first quarter. Loan portfolio growth, composition, average loan size, credit quality considerations, economic forecasts and other environmental factors will continue to determine the level of the credit loss expense.

The determination of the allowance for credit losses (“ACL” or “allowance”) on loans and the related credit loss expense is a critical accounting estimate that involves management’s judgments about the loan portfolio that impact credit losses. For additional information on the allowance, see the Allowance For Credit Losses section under “Additional Management’s Discussion and Analysis.”

52


ADDITIONAL MANAGEMENT’S DISCUSSION AND ANALYSIS

Investment Activity
The Company’s investment securities primarily consist of debt securities classified as available-for-sale or held-to-maturity. Non-marketable equity securities consist of capital stock issued by the FHLB of Des Moines.

Debt Securities
Debt securities classified as available-for-sale are carried at estimated fair value and debt securities classified as held-to-maturity are carried at amortized cost. Unrealized gains or losses, net of tax, on available-for-sale debt securities are reflected as an adjustment to other comprehensive income. The Company’s debt securities are summarized below:

March 31, 2020 December 31, 2019 March 31, 2019
(Dollars in thousands) Carrying Amount Percent Carrying Amount Percent Carrying Amount Percent
Available-for-sale
U.S. government and federal agency $ 44,567 1 % $ 20,044 1 % $ 21,521 1 %
U.S. government sponsored enterprises 31,251 1 % 43,677 1 % 106,457 4 %
State and local governments 1,258,342 34 % 702,398 25 % 725,191 26 %
Corporate bonds 331,184 9 % 157,602 6 % 218,548 8 %
Residential mortgage-backed securities 794,733 22 % 738,724 26 % 825,048 30 %
Commercial mortgage-backed securities 969,813 27 % 912,807 33 % 625,557 22 %
Total available-for-sale
3,429,890 94 % 2,575,252 92 % 2,522,322 91 %
Held-to-maturity
State and local governments 203,814 6 % 224,611 8 % 255,572 9 %
Total held-to-maturity 203,814 6 % 224,611 8 % 255,572 9 %
Total debt securities $ 3,633,704 100 % $ 2,799,863 100 % $ 2,777,894 100 %

The Company’s debt securities are primarily comprised of state and local government securities and mortgage-backed securities. State and local government securities are largely exempt from federal income tax and the Company’s federal statutory income tax rate of 21 percent is used in calculating the tax-equivalent yields on the tax-exempt securities. Mortgage-backed securities largely consists of short, weighted-average life U.S. agency guaranteed residential and commercial mortgage pass-through securities and to a lesser extent, short, weighted-average life U.S. agency guaranteed residential collateralized mortgage obligations. Combined, the mortgage-backed securities provide the Company with ongoing liquidity as scheduled and pre-paid principal is received on the securities.

State and local government securities carry different risks that are not as prevalent in other security types. The Company evaluates the investment grade quality of its securities in accordance with regulatory guidance. Investment grade securities are those where the issuer has an adequate capacity to meet the financial commitments under the security for the projected life of the investment. An issuer has an adequate capacity to meet financial commitments if the risk of default by the obligor is low and the full and timely payment of principal and interest are expected. In assessing credit risk, the Company may use credit ratings from Nationally Recognized Statistical Rating Organizations (“NRSRO” entities such as Standard and Poor’s [“S&P”] and Moody’s) as support for the evaluation; however, they are not solely relied upon. There have been no significant differences in the Company’s internal evaluation of the creditworthiness of any issuer when compared with the ratings assigned by the NRSROs.

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The following table stratifies the state and local government securities by the associated NRSRO ratings. The highest issued rating was used to categorize the securities in the table for those securities where the NRSRO ratings were not at the same level.

March 31, 2020 December 31, 2019
(Dollars in thousands) Amortized
Cost 		Fair
Value 		Amortized
Cost 		Fair
Value
S&P: AAA / Moody’s: Aaa
$ 387,218 410,343 251,101 259,690
S&P: AA+, AA, AA- / Moody’s: Aa1, Aa2, Aa3
883,814 923,168 523,150 539,758
S&P: A+, A, A- / Moody’s: A1, A2, A3
117,569 124,529 113,275 120,048
S&P: BBB+, BBB, BBB- / Moody’s: Baa1, Baa2, Baa3 3,217 3,279 3,217 3,302
Not rated by either entity
10,637 10,853 13,451 13,795
Below investment grade
200 200 201 201
Total
$ 1,402,655 1,472,372 904,395 936,794

State and local government securities largely consist of both taxable and tax-exempt general obligation and revenue bonds. The following table stratifies the state and local government securities by the associated security type.

March 31, 2020 December 31, 2019
(Dollars in thousands) Amortized
Cost 		Fair
Value 		Amortized
Cost 		Fair
Value
General obligation - unlimited
$ 638,959 670,543 445,584 465,066
General obligation - limited
146,978 153,223 119,884 124,939
Revenue 596,507 627,494 325,331 332,354
Certificate of participation
10,677 11,551 8,003 8,815
Other
9,534 9,561 5,593 5,620
Total
$ 1,402,655 1,472,372 904,395 936,794

The following table outlines the five states in which the Company owns the highest concentrations of state and local government securities.

March 31, 2020 December 31, 2019
(Dollars in thousands) Amortized
Cost 		Fair
Value 		Amortized
Cost 		Fair
Value
New York $ 158,378 168,613 14,701 14,870
Texas 157,729 166,907 112,397 121,641
Michigan 149,776 155,672 141,131 116,581
California 128,984 139,168 23,482 24,406
Washington 117,643 122,943 116,458 146,538
All other states
690,145 719,069 496,226 512,758
Total
$ 1,402,655 1,472,372 904,395 936,794

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The following table presents the carrying amount and weighted-average yield of available-for-sale and held-to-maturity debt securities by contractual maturity at March 31, 2020. Weighted-average yields are based upon the amortized cost of securities and are calculated using the interest method which takes into consideration premium amortization, discount accretion and mortgage-backed securities’ prepayment provisions. Weighted-average yields on tax-exempt debt securities exclude the federal income tax benefit.
One Year or Less After One through Five Years After Five through Ten Years After Ten Years
Mortgage-Backed Securities 1
Total
(Dollars in thousands) Amount Yield Amount Yield Amount Yield Amount Yield Amount Yield Amount Yield
Available-for-sale
U.S. government and federal agency
$ 624 1.99 % $ 1,630 1.14 % $ 14,044 2.48 % $ 28,269 1.57 % $ — — % $ 44,567 1.85 %
U.S. government sponsored enterprises
15,424 4.00 % 14,325 1.60 % 1,502 2.08 % — — % — — % 31,251 7.69 %
State and local governments
4,255 2.85 % 39,864 2.62 % 234,636 3.56 % 979,587 3.49 % — — % 1,258,342 3.47 %
Corporate bonds
104,815 3.71 % 226,369 4.09 % — — % — — % — — % 331,184 3.97 %
Residential mortgage-backed securities
— — % — — % — — % — — % 794,733 2.36 % 794,733 2.36 %
Commercial mortgage-backed securities
— — % — — % — — % — — % 969,813 2.83 % 969,813 2.83 %
Total available- for-sale
125,118 3.71 % 282,188 3.75 % 250,182 3.50 % 1,007,856 3.44 % 1,764,546 2.62 % 3,429,890 3.06 %
Held-to-maturity
State and local governments
— — % 12,153 2.38 % 72,466 2.70 % 119,195 3.01 % — — % 203,814 2.86 %
Total held-to-maturity
— — % 12,153 2.38 % 72,466 2.70 % 119,195 3.01 % — — % 203,814 2.86 %
Total debt
securities
$ 125,118 3.71 % $ 294,341 3.69 % $ 322,648 3.32 % $ 1,127,051 3.39 % $ 1,764,546 2.62 % $ 3,633,704 3.05 %
______________________________
1 Mortgage-backed securities, which have prepayment provisions, are not assigned to maturity categories due to fluctuations in their prepayment speeds.

Based on an analysis of its available-for-sale debt securities with unrealized losses as of March 31, 2020, the Company determined their decline in value was unrelated to credit loss and was primarily the result of interest rate changes and market spreads subsequent to acquisition. The fair value of the debt securities is expected to recover as payments are received and the debt securities approach maturity. In addition, the Company determined an insignificant amount of credit losses is expected on the held-to-maturity debt securities portfolio; therefore, no ACL has been recognized at March 31, 2020.

For additional information on debt securities, see Note 2 to the Consolidated Financial Statements in “Part I. Item 1. Financial Statements.”


55


Equity securities
Non-marketable equity securities primarily consist of capital stock issued by the FHLB of Des Moines and are carried at cost less impairment. The Company also has an insignificant amount of marketable equity securities that are included in other assets on the Company’s statements of financial condition.

Non-marketable equity securities and marketable equity securities without readily determinable fair values are evaluated for impairment whenever events or circumstances suggest the carrying value may not be recoverable. Based on the Company’s evaluation of its investments in non-marketable equity securities and marketable equity securities without readily determinable fair values as of March 31, 2020, the Company determined that none of such securities were impaired.

Lending Activity
The Company focuses its lending activities primarily on the following types of loans: 1) first-mortgage, conventional loans secured by residential properties, particularly single-family; 2) commercial lending, including agriculture and public entities; and 3) installment lending for consumer purposes (e.g., home equity, automobile, etc.). Supplemental information regarding the Company’s loan portfolio and credit quality based on regulatory classification is provided in the section captioned “Loans by Regulatory Classification” included in “Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The regulatory classification of loans is based primarily on the type of collateral for the loans. Loan information included in “Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” is based on the Company’s loan segments, which are based on the purpose of the loan, unless otherwise noted as a regulatory classification. The following table summarizes the Company’s loan portfolio as of the dates indicated:

March 31, 2020 December 31, 2019 March 31, 2019
(Dollars in thousands) Amount Percent Amount Percent Amount Percent
Residential real estate $ 957,830 10 % $ 926,388 10 % $ 884,732 11 %
Commercial real estate 5,928,303 60 % 5,579,307 59 % 4,686,082 57 %
Other commercial 2,239,878 23 % 2,094,254 22 % 1,909,452 23 %
Home equity 652,942 6 % 617,201 7 % 562,381 7 %
Other consumer 309,253 3 % 295,660 3 % 283,423 4 %
Loans receivable 10,088,206 102 % 9,512,810 101 % 8,326,070 102 %
Allowance for credit losses (150,190) (2) % (124,490) (1) % (129,786) (2) %
Loans receivable, net $ 9,938,016 100 % $ 9,388,320 100 % $ 8,196,284 100 %

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Non-performing Assets
The following table summarizes information regarding non-performing assets at the dates indicated:
At or for the Three Months ended At or for the Year ended At or for the Three Months ended
(Dollars in thousands) March 31,
2020 		December 31,
2019 		March 31,
2019
Other real estate owned $ 4,748 5,142 8,125
Accruing loans 90 days or more past due
Residential real estate 701 753 998
Commercial real estate 3,700 64 234
Other commercial 1,738 143 998
Home equity 140 — 115
Other consumer 345 452 106
Total 6,624 1,412 2,451
Non-accrual loans
Residential real estate 4,433 4,715 6,219
Commercial real estate 13,465 15,650 24,096
Other commercial 6,652 6,592 6,766
Home equity 3,003 3,266 2,454
Other consumer 453 660 734
Total 28,006 30,883 40,269
Total non-performing assets $ 39,378 37,437 50,845
Non-performing assets as a percentage of subsidiary assets
0.26 % 0.27 % 0.42 %
Allowance for credit losses as a percentage of non-performing loans
434 % 385 % 304 %
Accruing loans 30-89 days past due $ 41,375 23,192 36,894
Accruing troubled debt restructurings $ 44,371 34,055 24,468
Non-accrual troubled debt restructurings $ 6,911 3,346 6,747
U.S. government guarantees included in non-performing assets
$ 3,204 1,786 2,649
Interest income 1
$ 353 1,603 512
______________________________
1 Amounts represent estimated interest income that would have been recognized on loans accounted for on a non-accrual basis as of the end of each period had such loans performed pursuant to contractual terms.

Non-performing assets of $39.4 million at March 31, 2020 increased $1.9 million, or 5 percent, over the prior quarter and decreased $11.5 million, or 23 percent, over the prior year first quarter. Non-performing assets as a percentage of subsidiary assets at March 31, 2020 was 0.26 percent, a decrease of 1 basis point from the prior quarter, and a decrease of 16 basis points from the prior year first quarter. Early stage delinquencies (accruing loans 30-89 days past due) of $41.4 million at March 31, 2020 increased $18.2 million from the prior quarter and increased $4.5 million from the prior year first quarter. Early stage delinquencies as a percentage of loans at March 31, 2020 was 0.41 percent, which was an increase of 17 basis points from prior quarter and a 3 basis points decrease from prior year first quarter.


57


Most of the Company’s non-performing assets are secured by real estate, and based on the most current information available to management, including updated appraisals or evaluations (new or updated), the Company believes the value of the underlying real estate collateral is adequate to minimize significant charge-offs or losses to the Company. Through pro-active credit administration, the Company works closely with its borrowers to seek favorable resolution to the extent possible, thereby attempting to minimize net charge-offs or losses to the Company. With very limited exceptions, the Company does not disburse additional funds on non-performing loans. Instead, the Company proceeds to collection and foreclosure actions in order to reduce the Company’s exposure to loss on such loans.

For additional information on accounting policies relating to non-performing assets, see Note 1 to the Consolidated Financial Statements in “Part I. Item 1. Financial Statements.”

Restructured Loans
A restructured loan is considered a troubled debt restructuring (“TDR”) if the creditor, for economic or legal reasons related to the debtor’s financial difficulties, grants a concession to the debtor that it would not otherwise consider. Each restructured debt is separately negotiated with the borrower and includes terms and conditions that reflect the borrower’s prospective ability to service their obligations as modified. The Company discourages the use of the multiple loan strategy when restructuring loans regardless of whether or not the loans are designated as TDRs. The Company has TDR loans of $51.3 million and $37.4 million at March 31, 2020 and December 31, 2019, respectively.

On March 27, 2020, the CARES Act was signed into law which includes many provisions that impact the Company and its customers. The banking regulatory agencies have encouraged banks to work with borrowers who have been impacted by the COVID-19 pandemic, and the CARES Act allows the bank to not designate certain modifications as TDRS that otherwise may have been classified as TDRs. As of April 21, 2020, the Company had modified 1,688 of such loans in the amount of $716 million and modifications generally included interest only or full deferrals up to six months.

Other Real Estate Owned
The book value of loans prior to the acquisition of collateral and transfer of the loans into other real estate owned (“OREO”) during 2020 was $568 thousand. The fair value of the loan collateral acquired in foreclosure during 2020 was $465 thousand. The following table sets forth the changes in OREO for the periods indicated:

At or for the Three Months ended At or for the Year ended At or for the Three Months ended
(Dollars in thousands) March 31,
2020 		December 31,
2019 		March 31,
2019
Balance at beginning of period $ 5,142 7,480 7,480
Acquisitions 307 — —
Additions 465 2,349 1,437
Capital improvements 51 63 —
Write-downs (60) (766) (56)
Sales (1,157) (3,984) (736)
Balance at end of period $ 4,748 5,142 8,125

Allowance for Credit Losses - Loans Receivable
On January 1, 2020, the Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Updates (“ASU”) 2016-13, Financial Instruments - Credit Losses , which significantly changed the allowance for credit loss accounting policies. The following allowance for credit loss discussion was presented under Accounting Standards Codification™ (“ASC”) Topic 326, whereas prior periods are presented in accordance with the incurred loss model as disclosed in the Company’s 2019 Annual Report on Form 10-K.


58


The following table summarizes the allocation of the ACL as of the dates indicated:

March 31, 2020 December 31, 2019 March 31, 2019
(Dollars in thousands) ACL Percent of ACL in
Category 		Percent of
Loans in
Category 		ACL Percent of ACL in
Category 		Percent
of Loans in
Category 		ACL Percent of ACL in
Category 		Percent
of Loans in
Category
Residential real estate
$ 9,315 6 % 10 % $ 10,111 8 % 10 % $ 10,711 8 % 11 %
Commercial real estate
71,085 47 % 59 % 69,496 56 % 59 % 72,328 56 % 56 %
Other commercial 56,172 38 % 22 % 36,129 29 % 22 % 36,849 28 % 23 %
Home equity 7,934 5 % 6 % 4,937 4 % 6 % 5,880 5 % 7 %
Other consumer 5,684 4 % 3 % 3,817 3 % 3 % 4,018 3 % 3 %
Total $ 150,190 100 % 100 % $ 124,490 100 % 100 % $ 129,786 100 % 100 %

The following table summarizes the ACL experience for the periods indicated:

At or for the Three Months ended At or for the Year ended At or for the Three Months ended
(Dollars in thousands) March 31,
2020 		December 31,
2019 		March 31,
2019
Balance at beginning of period $ 124,490 131,239 131,239
Impact of adopting CECL 3,720 — —
Acquisitions 49 — —
Credit loss expense 22,744 57 57
Charge-offs
Residential real estate (20) (608) (292)
Commercial real estate (30) (2,460) (283)
Other commercial (785) (4,189) (840)
Home equity (1) (90) (8)
Other consumer (1,731) (7,831) (1,918)
Total charge-offs (2,567) (15,178) (3,341)
Recoveries
Residential real estate 9 251 94
Commercial real estate 470 2,212 312
Other commercial 454 2,181 443
Home equity 106 79 13
Other consumer 715 3,649 969
Total recoveries 1,754 8,372 1,831
Net charge-offs (813) (6,806) (1,510)
Balance at end of period $ 150,190 124,490 129,786
ACL as a percentage of total loans
1.49 % 1.31 % 1.56 %
Net charge-offs as a percentage of total loans 0.01 % 0.07 % 0.02 %


59


The Company’s adoption of the CECL accounting standard resulted in a $3.7 million increase in the allowance for credit losses. The allowance as a percentage of total loans outstanding at March 31, 2020 was 1.49 percent, which was an 18 basis point increase compared to the prior quarter. The increase in the allowance during the current quarter was attributable to the Company recognizing $19.1 million of credit loss expense related to the COVID-19 pandemic and an additional $4.8 million of credit loss expense related to the SBAZ acquisition. The Company’s ACL of $150 million is considered adequate to absorb the estimated credit losses from any segment of its loan portfolio. For the periods ended March 31, 2020 and 2019, the Company believes the ACL is commensurate with the risk in the Company’s loan portfolio and is directionally consistent with the change in the quality of the Company’s loan portfolio.

While the Company has incorporated its estimate of the impact of the COVID-19 pandemic into its calculation of the allowance based on assumptions and forecasts that existed as of the reporting period end, the uncertainty of the current economic environment remains volatile and the Company cannot predict whether additional credit losses will be sustained as a result of the COVID-19 pandemic if assumptions and forecasts change in the future.

At the end of each quarter, the Company analyzes its loan portfolio and maintains an ACL at a level that is appropriate and determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Determining the adequacy of the ACL involves a high degree of judgment and is inevitably imprecise as the risk of loss is difficult to quantify. The ACL methodology is designed to reasonably estimate the probable credit losses within the Company’s loan portfolio. Accordingly, the ACL is maintained within a range of estimated losses. The determination of the ACL on loans, including credit loss expense and net charge-offs, is a critical accounting estimate that involves management’s judgments about the loan portfolio that impact credit losses, including the credit risk inherent in the loan portfolio, economic forecasts nationally and in the local markets in which the Company operates, trends and changes in collateral values, delinquencies, non-performing assets, net charge-offs, credit-related policies and personnel, and other environmental factors.

In determining the allowance, the loan portfolio is separated into pools of loans that share similar risk characteristics which are the Company’s loan segments. The Company then derives estimated loss assumptions from its model by loan segment which is further segregated by the credit quality indicators. The loss assumptions are then applied to each segment of loan to estimate the allowance for credit losses on the pooled loans. For any loans that do not share similar risk characteristics, the estimated credit losses are determined on an individual loan basis and such loans primarily consist of non-accrual loans. An estimated credit loss is recorded on individually reviewed loans when the fair value of a collateral-dependent loan or the present value of the loan’s expected future cash flows (discounted at the loans original effective interest rate) is less than the amortized cost of the loan.

The Company provides commercial banking services to individuals, small to medium-sized businesses, community organizations and public entities from 192 locations, including 174 branches, across Montana, Idaho, Utah, Washington, Wyoming, Colorado, Arizona and Nevada. The states in which the Company operates have diverse economies and markets that are tied to commodities (crops, livestock, minerals, oil and natural gas), tourism, real estate and land development and an assortment of industries, both manufacturing and service-related. Thus, the changes in the global, national, and local economies are not uniform across the Company’s geographic locations. The geographic dispersion of these market areas helps to mitigate the risk of credit loss. The Company’s model of sixteen bank divisions with separate management teams is also a significant benefit in mitigating and managing the Company’s credit risk. This model provides substantial local oversight to the lending and credit management function and requires multiple reviews of larger loans before credit is extended.

The primary responsibility for credit risk assessment and identification of problem loans rests with the loan officer of the account. This continuous process of identifying non-performing loans is necessary to support management’s evaluation of the ACL adequacy. An independent loan review function verifying credit risk ratings evaluates the loan officer and management’s evaluation of the loan portfolio credit quality. The ACL evaluation is well documented and approved by the Company’s Board. In addition, the policy and procedures for determining the balance of the ACL are reviewed annually by the Company’s Board, the internal audit department, independent credit reviewers and state and federal bank regulatory agencies.

Although the Company continues to actively monitor economic trends and regulatory developments, no assurance can be given that the Company will not, in any particular period, sustain losses that are significant relative to the ACL amount, or that subsequent evaluations of the loan portfolio applying management’s judgment about then current factors will not require significant changes in the ACL. Under such circumstances, additional credit loss expense could result.

For additional information regarding the ACL, its relation to credit loss expense and risk related to asset quality, see Note 3 to the Consolidated Financial Statements in “Part I. Item 1. Financial Statements.”
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Loans by Regulatory Classification
Supplemental information regarding identification of the Company’s loan portfolio and credit quality based on regulatory classification is provided in the following tables. The regulatory classification of loans is based primarily on the type of collateral for the loans. There may be differences when compared to loan tables and loan amounts appearing elsewhere which reflect the Company’s internal loan segments which are based on the purpose of the loan.

The following table summarizes the Company’s loan portfolio by regulatory classification:

Loans Receivable, by Loan Type % Change from
(Dollars in thousands) Mar 31,
2020 		Dec 31,
2019 		Mar 31,
2019 		Dec 31,
2019 		Mar 31,
2019
Custom and owner occupied construction
$ 172,238 $ 143,479 $ 126,820 20 % 36 %
Pre-sold and spec construction
180,799 180,539 135,137 — % 34 %
Total residential construction
353,037 324,018 261,957 9 % 35 %
Land development 101,644 101,592 126,417 — % (20) %
Consumer land or lots 121,082 125,759 125,818 (4) % (4) %
Unimproved land 65,355 62,563 75,113 4 % (13) %
Developed lots for operative builders
32,661 17,390 16,171 88 % 102 %
Commercial lots 59,023 46,408 35,511 27 % 66 %
Other construction 453,403 478,368 454,965 (5) % — %
Total land, lot, and other construction
833,168 832,080 833,995 — % — %
Owner occupied 1,813,284 1,667,526 1,367,530 9 % 33 %
Non-owner occupied 2,200,664 2,017,375 1,662,390 9 % 32 %
Total commercial real estate
4,013,948 3,684,901 3,029,920 9 % 32 %
Commercial and industrial 1,151,817 991,580 922,124 16 % 25 %
Agriculture 694,444 701,363 641,146 (1) % 8 %
1st lien 1,213,232 1,186,889 1,102,920 2 % 10 %
Junior lien 49,071 53,571 54,964 (8) % (11) %
Total 1-4 family 1,262,303 1,240,460 1,157,884 2 % 9 %
Multifamily residential 352,379 342,498 268,156 3 % 31 %
Home equity lines of credit 656,953 617,900 557,895 6 % 18 %
Other consumer 180,832 174,643 163,568 4 % 11 %
Total consumer 837,785 792,543 721,463 6 % 16 %
States and political subdivisions 566,953 533,023 398,848 6 % 42 %
Other 116,991 139,538 119,966 (16) % (2) %
Total loans receivable, including loans held for sale
10,182,825 9,582,004 8,355,459 6 % 22 %
Less loans held for sale 1
(94,619) (69,194) (29,389) 37 % 222 %
Total loans receivable $ 10,088,206 $ 9,512,810 $ 8,326,070 6 % 21 %
______________________________
1 Loans held for sale are primarily 1st lien 1-4 family loans.
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The following table summarizes the Company’s non-performing assets by regulatory classification:


Non-performing Assets,
by Loan Type 		Non-
Accrual
Loans 		Accruing
Loans 90  Days or
More Past Due 		OREO
(Dollars in thousands) Mar 31,
2020 		Dec 31,
2019 		Mar 31,
2019 		Mar 31,
2020 		Mar 31,
2020 		Mar 31,
2020
Custom and owner occupied construction
$ 188 185 — 188 — —
Pre-sold and spec construction 96 743 456 96 — —
Total residential construction
284 928 456 284 — —
Land development 1,432 852 2,272 1,184 — 248
Consumer land or lots 471 330 1,126 124 186 161
Unimproved land 680 1,181 9,222 404 — 276
Developed lots for operative builders
— — 67 — — —
Commercial lots 529 529 663 — — 529
Other construction — — 111 — — —
Total land, lot and other construction
3,112 2,892 13,461 1,712 186 1,214
Owner occupied 5,269 4,608 7,229 3,717 107 1,445
Non-owner occupied 5,133 8,229 7,368 4,983 150 —
Total commercial real estate
10,402 12,837 14,597 8,700 257 1,445
Commercial and industrial 5,438 5,297 3,893 4,724 525 189
Agriculture 7,263 2,288 4,488 2,658 4,605 —
1st lien 8,410 8,671 10,279 6,155 701 1,554
Junior lien 640 569 582 601 39 —
Total 1-4 family 9,050 9,240 10,861 6,756 740 1,554
Multifamily residential 402 201 — 95 — 307
Home equity lines of credit 2,617 2,618 2,288 2,464 153 —
Other consumer 520 837 453 329 152 39
Total consumer 3,137 3,455 2,741 2,793 305 39
Other 290 299 348 284 6 —
Total $ 39,378 37,437 50,845 28,006 6,624 4,748


62


The following table summarizes the Company’s accruing loans 30-89 days past due by regulatory classification:

Accruing 30-89 Days Delinquent
Loans, by Loan Type 		% Change from
(Dollars in thousands) Mar 31,
2020 		Dec 31,
2019 		Mar 31,
2019 		Dec 31,
2019 		Mar 31,
2019
Custom and owner occupied construction
$ 2,176 $ 637 $ 282 242 % 672 %
Pre-sold and spec construction 328 148 553 122 % (41) %
Total residential construction
2,504 785 835 219 % 200 %
Land development 840 — — n/m n/m
Consumer land or lots 321 672 510 (52) % (37) %
Unimproved land 934 558 685 67 % 36 %
Developed lots for operative builders
— 2 4 (100) % (100) %
Commercial lots 216 — 331 n/m (35) %
Other construction — — 1,234 n/m (100) %
Total land, lot and other construction
2,311 1,232 2,764 88 % (16) %
Owner occupied 3,235 3,052 4,463 6 % (28) %
Non-owner occupied 4,764 1,834 6,604 160 % (28) %
Total commercial real estate
7,999 4,886 11,067 64 % (28) %
Commercial and industrial 6,122 2,036 4,070 201 % 50 %
Agriculture 6,210 4,298 5,709 44 % 9 %
1st lien 7,419 4,711 7,179 57 % 3 %
Junior lien 795 624 583 27 % 36 %
Total 1-4 family 8,214 5,335 7,762 54 % 6 %
Home equity lines of credit 5,549 2,352 2,925 136 % 90 %
Other consumer 1,456 1,187 1,357 23 % 7 %
Total consumer 7,005 3,539 4,282 98 % 64 %
Other 1,010 1,081 405 (7) % 149 %
Total $ 41,375 $ 23,192 $ 36,894 78 % 12 %
______________________________
n/m - not measurable


63


The following table summarizes the Company’s charge-offs and recoveries by regulatory classification:

Net Charge-Offs (Recoveries),
Year-to-Date Period Ending,
By Loan Type 		Charge-Offs Recoveries
(Dollars in thousands) Mar 31,
2020 		Dec 31,
2019 		Mar 31,
2019 		Mar 31,
2020 		Mar 31,
2020
Custom and owner occupied construction
$ — 98 — — —
Pre-sold and spec construction (6) (18) (4) — 6
Total residential construction (6) 80 (4) — 6
Land development (275) (30) 23 — 275
Consumer land or lots 3 (138) (20) 7 4
Unimproved land (37) (311) (9) — 37
Developed lots for operative builders
— (18) — — —
Commercial lots (1) (6) (2) — 1
Other construction — (142) — — —
Total land, lot and other construction
(310) (645) (8) 7 317
Owner occupied (16) (479) 75 30 46
Non-owner occupied (20) 2,015 30 — 20
Total commercial real estate (36) 1,536 105 30 66
Commercial and industrial 61 1,472 (4) 404 343
Agriculture 36 21 14 37 1
1st lien 14 (12) 198 21 7
Junior lien (110) (303) (52) 1 111
Total 1-4 family (96) (315) 146 22 118
Multifamily residential (43) — — — 43
Home equity lines of credit (103) 19 (5) — 103
Other consumer 88 603 223 151 63
Total consumer (15) 622 218 151 166
Other 1,222 4,035 1,043 1,916 694
Total $ 813 6,806 1,510 2,567 1,754



64


Sources of Funds
The Company’s deposits have traditionally been the principal source of funds for use in lending and other business purposes. The Company also obtains funds from repayment of loans and debt securities, securities sold under agreements to repurchase (“repurchase agreements”), wholesale deposits, advances from FHLB and other borrowings. Loan repayments are a relatively stable source of funds, while interest bearing deposit inflows and outflows are significantly influenced by general interest rate levels and market conditions. Borrowings and advances may be used on a short-term basis to compensate for reductions in normal sources of funds such as deposit inflows at less than projected levels. Borrowings also may be used on a long-term basis to support expanded activities, match maturities of longer-term assets or manage interest rate risk.

Deposits
The Company has several deposit programs designed to attract both short-term and long-term deposits from the general public by providing a wide selection of accounts and rates. These programs include non-interest bearing deposit accounts and interest bearing deposit accounts such as NOW, DDA, savings, money market deposits, fixed rate certificates of deposit with maturities ranging from three months to five years, negotiated-rate jumbo certificates, and individual retirement accounts. These deposits are obtained primarily from individual and business residents in the Bank’s geographic market areas. Wholesale deposits are obtained through various programs and include brokered deposits classified as NOW, DDA, money market deposit and certificate accounts. The Company’s deposits are summarized below:

March 31, 2020 December 31, 2019 March 31, 2019
(Dollars in thousands) Amount Percent Amount Percent Amount Percent
Non-interest bearing deposits $ 3,875,848 34 % $ 3,696,627 34 % $ 3,051,119 32 %
NOW and DDA accounts 2,860,563 25 % 2,645,404 25 % 2,383,806 25 %
Savings accounts 1,578,062 14 % 1,485,487 14 % 1,373,544 14 %
Money market deposit accounts 2,155,203 18 % 1,937,141 18 % 1,689,962 18 %
Certificate accounts 1,025,237 9 % 958,501 9 % 896,731 9 %
Wholesale deposits 62,924 — % 53,297 — % 192,953 2 %
Total interest bearing deposits 7,681,989 66 % 7,079,830 66 % 6,536,996 68 %
Total deposits $ 11,557,837 100 % $ 10,776,457 100 % $ 9,588,115 100 %

Securities Sold Under Agreements to Repurchase, Federal Home Loan Bank Advances and Other Borrowings
The Company borrows money through repurchase agreements. This process involves the selling of one or more of the securities in the Company’s investment portfolio and simultaneously entering into an agreement to repurchase the same securities at an agreed upon later date, typically overnight. A rate of interest is paid for the agreed period of time. The Bank enters into repurchase agreements with local municipalities, and certain customers, and has adopted procedures designed to ensure proper transfer of title and safekeeping of the underlying securities. In addition to retail repurchase agreements, the Company periodically enters into wholesale repurchase agreements as additional funding sources. The Company has not entered into reverse repurchase agreements.

The Bank is a member of the FHLB of Des Moines, which is one of eleven banks that comprise the FHLB system.  The Bank is required to maintain a certain level of activity-based stock in order to borrow or to engage in other transactions with the FHLB of Des Moines. Additionally, the Bank is subject to a membership capital stock requirement that is based upon an annual calibration tied to the total assets of the Bank. The borrowings are collateralized by eligible categories of loans and debt securities (principally, securities which are obligations of, or guaranteed by, the U.S. government and its agencies), provided certain standards related to credit-worthiness have been met. Advances are made pursuant to several different credit programs, each of which has its own interest rates and range of maturities. The Bank’s maximum amount of FHLB advances is limited to the lesser of a fixed percentage of the Bank’s total assets or the discounted value of eligible collateral. FHLB advances fluctuate to meet seasonal and other withdrawals of deposits and to expand lending or investment opportunities of the Company.

Additionally, the Company has other sources of secured and unsecured borrowing lines from various sources that may be used from time to time.

65


Short-term borrowings
A critical component of the Company’s liquidity and capital resources is access to short-term borrowings to fund its operations. Short-term borrowings are accompanied by increased risks managed by the Bank’s Asset Liability Committee (“ALCO”) such as rate increases or unfavorable change in terms which would make it more costly to obtain future short-term borrowings. The Company’s short-term borrowing sources include FHLB advances, federal funds purchased and retail and wholesale repurchase agreements. The Company also has access to the short-term discount window borrowing programs (i.e., primary credit) of the Federal Reserve Bank (“FRB”). FHLB advances and certain other short-term borrowings may be renewed as long-term borrowings to decrease certain risks such as liquidity or interest rate risk; however, the reduction in risks are weighed against the increased cost of funds and other risks.

The following table provides information relating to significant short-term borrowings, which consists of borrowings that mature within one year of period end:
At or for the Three Months ended At or for the Year ended
(Dollars in thousands) March 31,
2020 		December 31,
2019
Repurchase agreements
Amount outstanding at end of period $ 580,335 569,824
Weighted interest rate on outstanding amount 0.63 % 0.74 %
Maximum outstanding at any month-end $ 580,335 569,824
Average balance $ 542,822 470,351
Weighted-average interest rate 0.73 % 0.79 %

Subordinated Debentures
In addition to funds obtained in the ordinary course of business, the Company formed or acquired financing subsidiaries for the purpose of issuing trust preferred securities that entitle the investor to receive cumulative cash distributions thereon. Subordinated debentures were issued in conjunction with the trust preferred securities and the terms of the subordinated debentures and trust preferred securities are the same. For regulatory capital purposes, the trust preferred securities are included in Tier 2 capital at March 31, 2020. Provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 require that if a depository institution holding company exceeds $15 billion due to an acquisition, then trust preferred securities are to be excluded from Tier 1 capital beginning in the period in which the transaction occurred. During the current quarter, the Company’s acquisition of SBAZ resulted in total consolidated assets exceeding $15 billion; accordingly, trust preferred securities are now excluded from Tier 1 capital. The Company also has subordinated debt that qualifies as Tier 2 capital. The subordinated debentures outstanding as of March 31, 2020 were $140 million, including fair value adjustments from acquisitions.

Contractual Obligations and Off-Balance Sheet Arrangements
In the normal course of business, there may be various outstanding commitments to obtain funding and to extend credit, such as letters of credit and unfunded loan commitments, which are not reflected in the accompanying condensed consolidated financial statements. The Company assessed the off-balance sheet credit exposures as of March 31, 2020 and determined its ACL of $10.4 million was adequate to absorb the estimated credit losses.

Off-balance sheet arrangements also include any obligation related to a variable interest held in an unconsolidated entity. The Company does not anticipate any material losses as a result of these transactions. For additional information regarding the Company’s interests in unconsolidated variable interest entities (“VIE”), see Note 6 to the Consolidated Financial Statements in “Part I. Item 1. Financial Statements.”

66


Liquidity Risk
Liquidity risk is the possibility that the Company will not be able to fund present and future obligations as they come due because of an inability to liquidate assets or obtain adequate funding at a reasonable cost. The objective of liquidity management is to maintain cash flows adequate to meet current and future needs for credit demand, deposit withdrawals, maturing liabilities and corporate operating expenses. Effective liquidity management entails three elements:
1. assessing on an ongoing basis, the current and expected future needs for funds, and ensuring that sufficient funds or access to funds exist to meet those needs at the appropriate time;
2. providing for an adequate cushion of liquidity to meet unanticipated cash flow needs that may arise from potential adverse circumstances ranging from high probability/low severity events to low probability/high severity; and
3. balancing the benefits between providing for adequate liquidity to mitigate potential adverse events and the cost of that liquidity.

The Company has a wide range of versatility in managing the liquidity and asset/liability mix. The Bank’s ALCO meets regularly to assess liquidity risk, among other matters. The Company monitors liquidity and contingency funding alternatives through management reports of liquid assets (e.g., debt securities), both unencumbered and pledged, as well as borrowing capacity, both secured and unsecured, including off-balance sheet funding sources. The Company evaluates its potential funding needs across alternative scenarios and maintains contingency funding plans consistent with the Company’s access to diversified sources of contingent funding.

The following table identifies certain liquidity sources and capacity available to the Company as of the dates indicated:

(Dollars in thousands) March 31,
2020 		December 31,
2019
FHLB advances
Borrowing capacity $ 2,321,194 2,360,599
Amount utilized (513,041) (38,589)
Amount available $ 1,808,153 2,322,010
FRB discount window
Borrowing capacity $ 1,254,170 1,061,872
Amount utilized — —
Amount available $ 1,254,170 1,061,872
Unsecured lines of credit available $ 380,000 230,000
Unencumbered debt securities
U.S. government and federal agency $ 44,060 19,540
U.S. government sponsored enterprises 31,251 7,416
State and local governments 974,179 527,348
Corporate bonds 331,183 157,602
Residential mortgage-backed securities 155,617 210,356
Commercial mortgage-backed securities 409,914 401,849
Total unencumbered debt securities $ 1,946,204 1,324,111

67


Capital Resources
Maintaining capital strength continues to be a long-term objective of the Company. Abundant capital is necessary to sustain growth, provide protection against unanticipated declines in asset values, and to safeguard the funds of depositors. Capital is also a source of funds for loan demand and enables the Company to effectively manage its assets and liabilities. The Company has the capacity to issue 117,187,500 shares of common stock of which 95,408,274 have been issued as of March 31, 2020. The Company also has the capacity to issue 1,000,000 shares of preferred stock of which none have been issued as of March 31, 2020. Conversely, the Company may decide to utilize a portion of its strong capital position, as it has done in the past, to repurchase shares of its outstanding common stock, depending on market price and other relevant considerations.

The Federal Reserve has adopted capital adequacy guidelines that are used to assess the adequacy of capital in supervising a bank holding company. The federal banking agencies issued final rules (“Final Rules”) that established a comprehensive regulatory capital framework based on the recommendation of the Basel Committee on Banking Supervision and certain requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The Final Rules require the Company to hold a 2.5 percent capital conservation buffer designed to absorb losses during periods of economic stress. As of March 31, 2020, management believes the Company and Bank meet all capital adequacy requirements to which they are subject and there are no conditions or events subsequent to this date that management believes have changed the Company’s or Bank’s risk-based capital category.

The following table illustrates the Bank’s regulatory capital ratios and the Federal Reserve’s capital adequacy guidelines as of March 31, 2020:
Total Capital (To Risk-Weighted Assets) Tier 1 Capital (To Risk-Weighted Assets) Common Equity Tier 1 (To Risk-Weighted Assets) Leverage Ratio/
Tier 1 Capital (To Average Assets)
Glacier Bank
14.13 % 12.99 % 12.99 % 11.86 %
Minimum capital requirements
8.00 % 6.00 % 4.50 % 4.00 %
Minimum capital requirements plus capital conservation buffer
10.50 % 8.50 % 7.00 % N/A
Well capitalized requirements
10.00 % 8.00 % 6.50 % 5.00 %

On January 1, 2020, the Company adopted the CECL accounting standard that requires management’s estimate of credit losses over the expected contractual lives of the Company's relevant financial assets. On March 27, 2020, in response to the COVID-19 pandemic, federal banking regulators issued an interim final rule to delay for two years the initial adoption impact of CECL on regulatory capital, followed by a three-year transition period to phase out the aggregate amount of the capital benefit provided during 2020 and 2021 (i.e., a five-year transition period). The Company has elected to utilize the five-year transition period. During the two-year delay, the Company will add back to Common Tier 1 capital 100 percent of the initial adoption impact of CECL plus 25 percent of the cumulative quarterly changes in ACL (i.e., quarterly transitional amounts). After two years, starting on January 1, 2022, the quarterly transitional amounts along with the initial adoption impact of CECL will be phased out of Common Tier 1 capital over the three-year period.

Federal and State Income Taxes
The Company files a consolidated federal income tax return using the accrual method of accounting. All required tax returns have been timely filed. Financial institutions are subject to the provisions of the Internal Revenue Code of 1986, as amended, in the same general manner as other corporations. The federal statutory corporate income tax rate is 21 percent.

Under Montana, Idaho, Utah, Colorado and Arizona law, financial institutions are subject to a corporation income tax, which incorporates or is substantially similar to applicable provisions of the Internal Revenue Code. The corporation income tax is imposed on federal taxable income, subject to certain adjustments. State taxes are incurred at the rate of 6.75 percent in Montana, 6.925 percent in Idaho, 4.95 percent in Utah, 4.5 percent in Colorado and 4.9 percent in Arizona. Washington, Wyoming and Nevada do not impose a corporate income tax.


68


Income tax expense for the three months ended March 31, 2020 and 2019 was $9.6 million and $11.7 million, respectively. The Company’s effective tax rate for the three months ended March 31, 2020 and 2019 was 18.2 percent and 19.2 percent, respectively. The current and prior year’s low effective income tax rates are due to income from tax-exempt debt securities, municipal loans and leases and benefits from federal income tax credits. Income from tax-exempt debt securities, loans and leases was $12.5 million and $12.1 million for the three months ended March 31, 2020 and 2019, respectively. Benefits from federal income tax credits were $2.5 million and $2.1 million for the three months ended March 31, 2020 and 2019, respectively.

The Company has equity investments in Certified Development Entities (“CDE”) which have received allocations of New Markets Tax Credits (“NMTC”). Administered by the Community Development Financial Institutions Fund (“CDFI Fund”) of the U.S. Department of the Treasury, the NMTC program is aimed at stimulating economic and community development and job creation in low-income communities. The federal income tax credits received are claimed over a seven-year credit allowance period. The Company also has equity investments in Low-Income Housing Tax Credits (“LIHTC”) which are indirect federal subsidies used to finance the development of affordable rental housing for low-income households. The federal income tax credits are claimed over a ten-year credit allowance period. The Company has investments of $18.1 million in Qualified School Construction bonds whereby the Company receives quarterly federal income tax credits in lieu of taxable interest income. The federal income tax credits on these debt securities are subject to federal and state income tax.

Following is a list of expected federal income tax credits to be received in the years indicated.
(Dollars in thousands) New
Markets
Tax Credits 		Low-Income
Housing
Tax Credits 		Debt
Securities
Tax Credits 		Total
2020 $ 5,351 8,399 794 14,544
2021 5,642 9,474 736 15,852
2022 4,993 9,805 673 15,471
2023 4,398 9,706 640 14,744
2024 2,466 9,556 604 12,626
Thereafter 720 37,830 905 39,455
$ 23,570 84,770 4,352 112,692

69


Average Balance Sheet
The following schedule provides 1) the total dollar amount of interest and dividend income of the Company for earning assets and the average yields; 2) the total dollar amount of interest expense on interest bearing liabilities and the average rates; 3) net interest and dividend income and interest rate spread; and 4) net interest margin (tax-equivalent).
Three Months ended Three Months ended
March 31, 2020 March 31, 2019
(Dollars in thousands) Average
Balance 		Interest and
Dividends 		Average
Yield/
Rate 		Average
Balance 		Interest and
Dividends 		Average
Yield/
Rate
Assets
Residential real estate loans $ 980,647 $ 11,526 4.70 % $ 917,324 $ 10,779 4.70 %
Commercial loans 1
7,809,482 99,956 5.15 % 6,524,190 84,613 5.26 %
Consumer and other loans 926,924 11,641 5.05 % 839,011 10,447 5.05 %
Total loans 2
9,717,053 123,123 5.10 % 8,280,525 105,839 5.18 %
Tax-exempt investment securities 3
930,601 9,409 4.04 % 960,569 9,950 4.14 %
Taxable investment securities 4
2,059,581 13,772 2.67 % 1,845,677 13,729 2.98 %
Total earning assets 12,707,235 146,304 4.63 % 11,086,771 129,518 4.74 %
Goodwill and intangibles 539,431 337,963
Non-earning assets 690,338 520,353
Total assets $ 13,937,004 $ 11,945,087
Liabilities
Non-interest bearing deposits $ 3,672,959 $ — — % $ 2,943,770 $ — — %
NOW and DDA accounts 2,675,152 915 0.14 % 2,320,928 961 0.17 %
Savings accounts 1,518,809 239 0.06 % 1,359,807 234 0.07 %
Money market deposit accounts 2,031,799 1,624 0.32 % 1,690,305 1,010 0.24 %
Certificate accounts 965,908 2,595 1.08 % 905,005 2,014 0.90 %
Total core deposits 10,864,627 5,373 0.20 % 9,219,815 4,219 0.19 %
Wholesale deposits 5
57,110 208 1.46 % 169,361 1,122 2.69 %
FHLB advances 108,672 346 1.26 % 352,773 3,055 3.46 %
Repurchase agreements and other borrowed funds
712,787 2,569 1.45 % 556,325 2,508 1.83 %
Total interest bearing liabilities
11,743,196 8,496 0.29 % 10,298,274 10,904 0.43 %
Other liabilities 147,361 116,143
Total liabilities 11,890,557 10,414,417
Stockholders’ Equity
Common stock 933 846
Paid-in capital 1,417,004 1,051,261
Retained earnings 562,951 471,626
Accumulated other comprehensive income
65,559 6,937
Total stockholders’ equity 2,046,447 1,530,670
Total liabilities and stockholders’ equity
$ 13,937,004 $ 11,945,087
Net interest income (tax-equivalent) $ 137,808 $ 118,614
Net interest spread (tax-equivalent) 4.34 % 4.31 %
Net interest margin (tax-equivalent) 4.36 % 4.34 %
______________________________
1 Includes tax effect of $1.3 million and $1.1 million on tax-exempt municipal loan and lease income for the three months ended March 31, 2020, respectively.
2 Total loans are gross of the allowance for credit losses, net of unearned income and include loans held for sale. Non-accrual loans were included in the average volume for the entire period.
3 Includes tax effect of $1.9 million and $2.0 million on tax-exempt debt securities income for the three months ended March 31, 2020, respectively.
4 Includes tax effect of $266 thousand and $293 thousand on federal income tax credits for the three months ended March 31, 2020, respectively.
5 Wholesale deposits include brokered deposits classified as NOW, DDA, money market deposit and certificate accounts.
70


Rate/Volume Analysis
Net interest income can be evaluated from the perspective of relative dollars of change in each period. Interest income and interest expense, which are the components of net interest income, are shown in the following table on the basis of the amount of any increases (or decreases) attributable to changes in the dollar levels of the Company’s interest earning assets and interest bearing liabilities (“volume”) and the yields earned and paid on such assets and liabilities (“rate”). The change in interest income and interest expense attributable to changes in both volume and rates has been allocated proportionately to the change due to volume and the change due to rate.
Three Months ended
2020 vs. 2019
Increase (Decrease) Due to:
(Dollars in thousands) Volume Rate Net
Interest income
Residential real estate loans $ 744 3 747
Commercial loans (tax-equivalent) 17,795 (2,452) 15,343
Consumer and other loans 1,223 (29) 1,194
Investment securities (tax-equivalent) 1,553 (2,051) (498)
Total interest income 21,315 (4,529) 16,786
Interest expense
NOW and DDA accounts 159 (205) (46)
Savings accounts 31 (26) 5
Money market deposit accounts 217 397 614
Certificate accounts 160 421 581
Wholesale deposits (739) (175) (914)
FHLB advances (2,103) (606) (2,709)
Repurchase agreements and other borrowed funds
742 (681) 61
Total interest expense (1,533) (875) (2,408)
Net interest income (tax-equivalent) $ 22,848 (3,654) 19,194

Net interest income (tax-equivalent) increased $19.2 million for the three months ended March 31, 2020 compared to the same period in 2019. The interest income for the first three months of 2020 increased over the same period last year primarily from increased loan growth in all categories, with the largest increase in the Company’s commercial loan portfolio. Total interest expense decreased from the prior year primarily from decreased balances of FHLB advances.

Effect of inflation and changing prices
GAAP often requires the measurement of financial position and operating results in terms of historical dollars, without consideration for change in relative purchasing power over time due to inflation. Virtually all assets of the Company are monetary in nature; therefore, interest rates generally have a more significant impact on a company’s performance than does the effect of inflation.

71


Item 3. Quantitative and Qualitative Disclosure about Market Risk

The Company’s assessment of market risk as of March 31, 2020 indicates there are no material changes in the quantitative and qualitative disclosures from those in the 2019 Annual Report.


Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures
The Company’s Chief Executive Officer and Chief Financial Officer have reviewed and evaluated the effectiveness of the Company’s disclosure controls and procedures (as required by Exchange Act Rules 240.13a-15(b) and 15d-14(c)) as of March 31, 2020. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s current disclosure controls and procedures are effective and timely, providing them with material information relating to the Company required to be disclosed in the reports the Company files or submits under the Exchange Act.

Changes in Internal Controls
There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the first quarter of 2020, to which this report relates 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

The Company is involved in various claims, legal actions and complaints which arise in the ordinary course of business. In the Company’s opinion, all such matters are adequately covered by insurance, are without merit or are of such kind, or involve such amounts, that unfavorable disposition would not have a material adverse effect on the financial condition or results of operations of the Company.


Item 1A. Risk Factors

The following risk factor represents material updates and additions to the risk factors previously disclosed in the Company’s 2019 Annual Report on Form 10-K. The risks and uncertainties described in the 2019 Annual Report should be carefully reviewed. These are not the only risks and uncertainties that the Company faces. Additional risks and uncertainties that we do not currently know about or that we currently believe are immaterial, or that we have not predicted, may also harm our business operations or adversely affect the Company. If any of these risks or uncertainties actually occurs, our business, financial condition, operating results or liquidity could be adversely affected.

The effects of the COVID-19 pandemic could adversely affect our customers’ future results of operations and/or the market price of our stock.
The COVID-19 pandemic continues to rapidly evolve, as do federal, state and local efforts to address it. Both the direct effects of the pandemic and the resulting United States governmental responses are of an unprecedented scope as it impacts both the health and the economy of our country and the world at large. No one can predict the extent or duration of the pandemic, or its effect on the markets that we serve. Further, the ongoing efforts and impact of the government in mitigating the health and the economic effects of the pandemic cannot currently be predicted, whether on our business or as to the economy as a whole. The pandemic has thus far resulted in significant volatility in international and United States markets, which could adversely affect the market price of our stock. To date, the pandemic has resulted in significant business disruption and volatility in the international and domestic markets, which has adversely affected the market price of our stock and stocks in general.


72


The Company believes it is well positioned to mitigate the potential financial impact of the COVID-19 pandemic with a strong liquidity and capital position. The Company has implemented several measures to manage through the pandemic, including:
• launched a pandemic team that addresses the daily impact to our business;
• contacted customers to assess their needs and provide funding, flexible repayment options or modifications as necessary;
• designated a “command center” that supports employees so they can work with customers to provide the PPP loans;
• increased monitoring of credit quality and portfolio risk for industries determined to have elevated risk; and
• developed safety measures for the health of our employees including elimination of unnecessary business travel, social distancing precautions, additional wellness and education programs, and preventative cleaning practices.


Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a) Not Applicable

(b) Not Applicable

(c) Not Applicable


Item 3. Defaults upon Senior Securities

(a) Not Applicable

(b) Not Applicable


Item 4. Mine Safety Disclosures

Not Applicable


Item 5. Other Information

The following legislation represents material updates and additions to the Supervision and Regulation section previously disclosed in the Company’s 2019 Annual Report on Form 10-K.

COVID-19 Legislation and Regulation
Governments at all levels are rapidly taking steps to address and remediate the COVID-19 pandemic. On March 27, 2020, the historic $2 trillion federal stimulus package known as the Coronavirus Aid, Relief, and Economic Security Act was signed into law, which includes many provisions that will impact us and our customers. For example, the CARES Act includes $350 billion in stimulus for small businesses under the so-called “Paycheck Protection Program” of the U.S. Small Business Administration (“SBA”) and an additional $500 billion for the U.S. Department of Treasury to make loans to distressed American businesses. The various banking agencies have strongly encouraged banks to work with borrowers impacted by the COVID-19 pandemic, and the CARES Act authorizes banks to elect to suspend GAAP for certain loan modifications that would otherwise be classified as a TDR (which, in part, allows banks to provide immediate relief to their impacted borrowers). To ease the financial impacts of the COVID-19 pandemic, these agencies have further encouraged banks to consider offering responsible small-dollar loans to their consumers and small businesses affected by the pandemic.


73


The initial amounts available under the PPP were quickly exhausted in less than two weeks, leaving many pending loan applications in limbo as Congress negotiated additional funding. On April 24, 2020, the Paycheck Protection Program and Health Care Enhancement Act was signed into law to replenish funding to the PPP and to provide other spending for hospitals and virus testing. In part, the bill included an additional $320 billion to make new loans under the PPP, and set aside $30 billion of the loans for banks and credit unions with $10 billion to $50 billion in assets, and another $30 billion for even smaller institutions. The bill also included $60 billion in loans and grants under the Economic Industry Disaster Loan program, and made farms and ranches eligible for loans. The SBA resumed accepting applications under the PPP on April 27, 2020.

The CARES Act also provides for direct stimulus payments (i.e., “economic impact payments” or “stimulus checks”) for many eligible Americans, subject to certain income thresholds. These economic impact payments will typically range from $1,200 to $3,400 and are designed to provide a level of financial relief to those most impacted by the COVID-19 pandemic. We anticipate that many of our customers will receive these economic impact payments, which the IRS intends to distribute via direct deposit to their accounts or by mailing paper checks. Overall, the legislative and regulatory landscape surrounding the COVID-19 pandemic is rapidly changing, and we cannot predict with certainty the impact it will have on our operations or business.


Item 6. Exhibits
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes - Oxley Act of 2002

31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes - Oxley Act of 2002

32 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

101.INS  XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.

101.SCH XBRL Taxonomy Extension Schema Document

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF XBRL Taxonomy Extension Definition Linkbase Document

101.LAB XBRL Taxonomy Extension Labels Linkbase Document

101.PRE  XBRL Taxonomy Extension Presentation Linkbase Document

104  Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
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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.

GLACIER BANCORP, INC.
May 8, 2020 /s/ Randall M. Chesler
Randall M. Chesler
President and CEO
May 8, 2020 /s/ Ron J. Copher
Ron J. Copher
Executive Vice President and CFO


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TABLE OF CONTENTS