Disclosures About Fair Value of Financial Instruments

6 Months Ended

Jun. 30, 2021

Fair Value Disclosures [Abstract]

Disclosures About Fair Value of Financial Instruments

DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

Customers uses fair value measurements to record fair value adjustments to certain assets and liabilities and to disclose the fair value of its financial instruments. ASC 825, Financial Instruments, requires disclosure of the estimated fair value of an entity’s assets and liabilities considered to be financial instruments. For Customers, as for most financial institutions, the majority of its assets and liabilities are considered to be financial instruments. Many of these instruments lack an available trading market as characterized by a willing buyer and a willing seller engaging in an exchange transaction. For fair value disclosure purposes, Customers utilized certain fair value measurement criteria under ASC 820, Fair Value Measurements and Disclosures ("ASC 820"), as explained below.

In accordance with ASC 820, the fair value of a financial instrument is 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.  Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for Customers' various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques.  Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows.  Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument.

The fair value guidance provides a consistent definition of fair value, focusing on an exit price in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. If there has been a significant decrease in the volume and level of activity for the asset or liability, a change in valuation technique or the use of multiple valuation techniques may be appropriate. In such instances, determining the price at which willing market participants would transact at the measurement date under current market conditions depends on the facts and circumstances and requires the use of significant judgment. The fair value is a reasonable point within the range that is most representative of fair value under current market conditions.

The fair value guidance also establishes a fair value hierarchy and describes the following three levels used to classify fair value measurements.

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2: Quoted prices in markets that are not active, or inputs that are observable either directly or indirectly, for substantially the full term of the asset or liability.

Level 3: Prices or valuation techniques that require adjustments to inputs that are both significant to the fair value measurement and unobservable (i.e., supported with little or no market activity).

A financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.

The following methods and assumptions were used to estimate the fair values of Customers' financial instruments as of June 30, 2021 and December 31, 2020:

Financial Instruments Recorded at Fair Value on a Recurring Basis

Investment securities:

The fair values of equity securities, AFS debt securities and debt securities reported at fair value based on a fair value option election are determined by obtaining quoted market prices on nationally recognized and foreign securities exchanges (Level 1), quoted prices in markets that are not active (Level 2), matrix pricing (Level 2), which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted prices, or internally and externally developed models that use unobservable inputs due to limited or no market activity of the instrument (Level 3). These assets are classified as Level 1, 2 or 3 fair values, based upon the lowest level of input that is significant to the fair value measurements.

Loans held for sale - Residential mortgage loans (fair value option):

Customers generally estimates the fair values of residential mortgage loans held for sale based on commitments on hand from investors within the secondary market for loans with similar characteristics. These assets are classified as Level 2 fair values, based upon the lowest level of input that is significant to the fair value measurements.

Loans receivable - Commercial mortgage warehouse loans (fair value option):

The fair value of commercial mortgage warehouse loans is the amount of cash initially advanced to fund the mortgage, plus accrued interest and fees, as specified in the respective agreements. The loan is used by mortgage companies as short-term bridge financing between the funding of the mortgage loans and the finalization of the sale of the loans to an investor. Changes in fair value are not generally expected to be recognized because at inception of the transaction the underlying mortgage loans have already been sold to an approved investor. Additionally, the interest rate is variable, and the transaction is short-term, with an average life of under 30 days from purchase to sale. These assets are classified as Level 2 fair values, based upon the lowest level of input that is significant to the fair value measurements.

Derivatives (assets and liabilities):

The fair values of interest rate swaps, interest rate caps and credit derivatives are determined using models that incorporate readily observable market data into a market standard methodology. This methodology nets the discounted future cash receipts and the discounted expected cash payments. The discounted variable cash receipts and payments are based on expectations of future interest rates derived from observable market interest rate curves. In addition, fair value is adjusted for the effect of nonperformance risk by incorporating credit valuation adjustments for Customers and its counterparties. These assets and liabilities are classified as Level 2 fair values, based upon the lowest level of input that is significant to the fair value measurements.

The fair values of the residential mortgage loan commitments are derived from the estimated fair values that can be generated when the underlying mortgage loan is sold in the secondary market. Customers generally uses commitments on hand from third party investors to estimate an exit price and adjusts for the probability of the commitment being exercised based on Customers' internal experience (i.e., pull-through rate). These assets and liabilities are classified as Level 3 fair values, based upon the lowest level of input that is significant to the fair value measurements.

Derivative assets and liabilities are presented in "Other assets" and "Accrued interest payable and other liabilities" on the consolidated balance sheet.

The following information should not be interpreted as an estimate of Customers' fair value in its entirety because fair value calculations are only provided for a limited portion of Customers' assets and liabilities. Due to a wide range of valuation techniques and the degree of subjectivity used in making these estimates, comparisons between Customers' disclosures and those of other companies may not be meaningful.

Financial Instruments Recorded at Fair Value on a Nonrecurring Basis

Collateral-dependent loans:

Collateral-dependent loans are those loans that are accounted for under ASC 326 in which the Bank has measured impairment generally based on the fair value of the loan’s collateral or DCF analysis. Fair value is generally determined based upon independent third-party appraisals of the properties that collateralize the loans, DCF based upon the expected proceeds, sales agreements or letters of intent with third parties. These assets are generally classified as Level 3 fair values, based upon the lowest level of input that is significant to the fair value measurements.

Other real estate owned:

The fair value of OREO is determined by using appraisals, which may be discounted based on management’s review and changes in market conditions or sales agreements with third parties. All appraisals must be performed in accordance with the Uniform Standards of Professional Appraisal Practice. Appraisals are certified to the Bank and performed by appraisers on the Bank’s approved list of appraisers. Evaluations are completed by a person independent of management. The content of the appraisal depends on the complexity of the property. Appraisals are completed on a “retail value” and an “as is value”. These assets are classified as Level 3 fair values, based upon the lowest level of input that is significant to the fair value measurements.

The estimated fair values of Customers' financial instruments at June 30, 2021 and December 31, 2020 were as follows.

					Fair Value Measurements at June 30, 2021
(amounts in thousands)	Carrying Amount		Estimated Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash and cash equivalents	$	430,500	$	430,500	$	430,500	$	—	$	—
Debt securities, available for sale	1,526,792		1,526,792		—		1,526,792		—
Loans held for sale	34,540		34,540		—		34,033		507
Total loans and leases receivable, net of allowance for credit losses on loans and leases	16,807,046		16,680,386		—		2,855,284		13,825,102
FHLB, Federal Reserve Bank and other restricted stock	39,895		39,895		—		39,895		—
Derivatives	38,289		38,289		—		37,988		301
Liabilities:
Deposits	$	13,873,939	$	13,874,284	$	13,246,789	$	627,495	$	—
FRB PPP Liquidity Facility	3,865,865		3,865,865		—		3,865,865		—
Other borrowings	124,240		130,576		—		130,576		—
Subordinated debt	181,534		198,904		—		198,904		—
Derivatives	38,756		38,756		—		38,756		—

					Fair Value Measurements at December 31, 2020
(amounts in thousands)	Carrying Amount		Estimated Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash and cash equivalents	$	693,354	$	693,354	$	693,354	$	—	$	—
Debt securities, available for sale	1,206,431		1,206,431		—		1,206,431		—
Equity securities	3,854		3,854		3,854		—		—
Loans held for sale	79,086		79,086		—		78,443		643
Total loans and leases receivable, net of allowance for credit losses on loans and leases	15,608,989		16,222,202		—		3,616,432		12,605,770
FHLB, Federal Reserve Bank and other restricted stock	71,368		71,368		—		71,368		—
Derivatives	54,223		54,223		—		54,023		200
Liabilities:
Deposits	$	11,309,929	$	11,312,494	$	10,657,998	$	654,496	$	—
FRB PPP Liquidity Facility	4,415,016		4,415,016		—		4,415,016		—
Federal funds purchased	250,000		250,000		250,000		—		—
FHLB advances	850,000		852,442		—		852,442		—
Other borrowings	124,037		129,120		—		129,120		—
Subordinated debt	181,394		193,119		—		193,119		—
Derivatives	98,164		98,164		—		98,164		—

For financial assets and liabilities measured at fair value on a recurring and nonrecurring basis, the fair value measurements by level within the fair value hierarchy used at June 30, 2021 and December 31, 2020 were as follows:

	June 30, 2021
	Fair Value Measurements at the End of the Reporting Period Using
(amounts in thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Measured at Fair Value on a Recurring Basis:
Assets
Available for sale debt securities:
Asset-backed securities	$	—	$	322,954	$	—	$	322,954
U.S. government agencies securities	—		20,114		—		20,114
Agency-guaranteed residential mortgage-backed securities	—		10,355		—		10,355
Agency-guaranteed commercial mortgage-backed securities	—		2,205		—		2,205
Agency-guaranteed residential collateralized mortgage obligations	—		81,758		—		81,758
Agency-guaranteed commercial collateralized mortgage obligations	—		142,841		—		142,841
Commercial mortgage-backed securities	—		23,087		—		23,087
Collateralized loan obligations	—		162,927		—		162,927
Corporate notes	—		350,421		—		350,421
Private label collateralized mortgage obligations	—		401,576		—		401,576
State and political subdivision debt securities	—		8,554		—		8,554
Derivatives	—		37,988		301		38,289
Loans held for sale – fair value option	—		6,074		—		6,074
Loans receivable, mortgage warehouse – fair value option	—		2,855,284		—		2,855,284
Total assets – recurring fair value measurements	$	—	$	4,426,138	$	301	$	4,426,439
Liabilities
Derivatives	$	—	$	38,756	$	—	$	38,756
Measured at Fair Value on a Nonrecurring Basis:
Assets
Loans held for sale	$	—	$	27,959	$	—	$	27,959
Collateral-dependent loans	—		—		5,323		5,323
Total assets – nonrecurring fair value measurements	$	—	$	27,959	$	5,323	$	33,282

	December 31, 2020
	Fair Value Measurements at the End of the Reporting Period Using
(amounts in thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Measured at Fair Value on a Recurring Basis:
Assets
Available for sale debt securities:
Asset-backed securities	$	—	$	377,145	$	—	$	377,145
U.S. government agencies securities	—		20,034		—		20,034
Agency-guaranteed residential mortgage–backed securities	—		63,091		—		63,091
Agency-guaranteed residential collateralized mortgage obligations	—		140,841		—		140,841
Agency-guaranteed commercial collateralized mortgage obligations	—		20,926		—		20,926
Collateralized loan obligations	—		32,367		—		32,367
Corporate notes	—		396,744		—		396,744
Private label collateralized mortgage obligations	—		136,992		—		136,992
State and political subdivision debt securities	—		18,291		—		18,291
Equity securities	3,854		—		—		3,854
Derivatives	—		54,023		200		54,223
Loans held for sale – fair value option	—		5,509		—		5,509
Loans receivable, mortgage warehouse – fair value option	—		3,616,432		—		3,616,432
Total assets – recurring fair value measurements	$	3,854	$	4,882,395	$	200	$	4,886,449
Liabilities
Derivatives	$	—	$	98,164	$	—	$	98,164
Measured at Fair Value on a Nonrecurring Basis:
Assets
Loans held for sale	$	—	$	55,683	$	—	$	55,683
Collateral-dependent loans	—		17,251		3,867		21,118
Other real estate owned	—		—		35		35
Total assets – nonrecurring fair value measurements	$	—	$	72,934	$	3,902	$	76,836

The changes in residential mortgage loan commitments (Level 3 assets) measured at fair value on a recurring basis for the three and six months ended June 30, 2021 and 2020 are summarized in the tables below. Additional information about residential mortgage loan commitments can be found in NOTE 13 - DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES.

	Residential Mortgage Loan Commitments
	Three Months Ended June 30,
(amounts in thousands)	2021		2020
Balance at March 31	$	196	$	215
Issuances	301		52
Settlements	(196)		(215)
Balance at June 30	$	301	$	52

	Residential Mortgage Loan Commitments
	Six Months Ended June 30,
(amounts in thousands)	2021		2020
Balance at December 31	$	200	$	79
Issuances	497		267
Settlements	(396)		(294)
Balance at June 30	$	301	$	52

There were no transfers between levels during the three and six months ended June 30, 2021 and 2020.

The following table summarizes financial assets and financial liabilities measured at fair value as of June 30, 2021 and December 31, 2020 on a recurring and nonrecurring basis for which Customers utilized Level 3 inputs to measure fair value. The unobservable Level 3 inputs noted below contain a level of uncertainty that may differ from what is realized in an immediate settlement of the assets. Therefore, Customers may realize a value higher or lower than the current estimated fair value of the assets.

	Quantitative Information about Level 3 Fair Value Measurements
(amounts in thousands)	Fair Value Estimate		Valuation Technique	Unobservable Input	Range  (Weighted Average) (4)
June 30, 2021
Collateral-dependent loans – real estate	$	4,456	Collateral appraisal (1)	Liquidation expenses (2)	8% - 26% (10%)
Collateral-dependent loans – commercial and industrial	867		Collateral appraisal (1) Business asset valuation (3)	Liquidation expenses (2) Business asset valuation adjustments (4)	8% - 8% (8%) 19% - 40% (21%)
Residential mortgage loan commitments	301		Adjusted market bid	Pull-through rate	75% - 95% (85%)

(1)Obtained from approved independent appraisers. Appraisals are current and in compliance with credit policy. Customers does not generally discount appraisals.
Fair value is also estimated based on sale agreements or letters of intent with third parties.

(2)Appraisals are adjusted by management for liquidation expenses. The range and weighted average of liquidation expense adjustments are presented as a percentage of the appraisal.

(3)Business asset valuation obtained from independent party.

(4)Business asset valuations may be adjusted by management for qualitative factors including economic conditions and the condition of the business assets. The range and weighted average of the business asset adjustments are presented as a percent of the business asset valuation.

	Quantitative Information about Level 3 Fair Value Measurements
(amounts in thousands)	Fair Value Estimate		Valuation Technique	Unobservable Input	Range  (Weighted Average) (4)
December 31, 2020
Collateral-dependent loans – real estate	$	2,928	Collateral appraisal (1)	Liquidation expenses (2)	8% - 8% (8%)
Collateral-dependent loans – commercial and industrial	939		Collateral appraisal (1) Business asset valuation (3)	Liquidation expenses (2) Business asset valuation adjustments (4)	7% - 8% (8%) 60% - 60% (60%)
Other real estate owned	35		Collateral appraisal (1)	Liquidation expenses (2)	8% - 9% (9%)
Residential mortgage loan commitments	200		Adjusted market bid	Pull-through rate	78% - 78% (78%)

(1)Obtained from approved independent appraisers. Appraisals are current and in compliance with credit policy. Customers does not generally discount appraisals.

(2)Appraisals are adjusted by management for liquidation expenses. The range and weighted average of liquidation expense adjustments are presented as a percentage of the appraisal.

(3)Business asset valuation obtained from independent party.

(4)Business asset valuations may be adjusted by management for qualitative factors including economic conditions and the condition of the business assets. The range and weighted average of the business asset adjustments are presented as a percent of the business asset valuation.