NBT BANCORP INC (NBTB)
SIC breadcrumb: Finance, Insurance, And Real Estate > Depository Institutions > SIC 6021 National Commercial Banks
SEC company page: https://www.sec.gov/edgar/browse/?CIK=790359. Latest filing source: 0001140361-26-007179.
Informational only - descriptive public-record data, not investment advice.
Business
Read NBTB's verbatim Item 1 Business section from its latest 10-K: Business.
Risk Factors
Read NBTB's verbatim Item 1A Risk Factors from its latest 10-K: Risk Factors.
Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
|---|---|---|---|---|
| Revenue | 710,992,000 | USD | 2025 | 2026-02-27 |
| Net income | 169,235,000 | USD | 2025 | 2026-02-27 |
| Assets | 15,995,121,000 | USD | 2025 | 2026-02-27 |
Financials
Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-27. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000790359.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.
| Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | 286,947,000 | 309,407,000 | 344,255,000 | 367,534,000 | 348,282,000 | 339,876,000 | 384,070,000 | 522,789,000 | 611,670,000 | 710,992,000 |
| Net income | 78,409,000 | 82,151,000 | 112,566,000 | 121,021,000 | 104,388,000 | 154,885,000 | 151,995,000 | 118,782,000 | 140,641,000 | 169,235,000 |
| Diluted EPS | 1.80 | 1.87 | 2.56 | 2.74 | 2.37 | 3.54 | 3.52 | 2.65 | 2.97 | 3.33 |
| Operating cash flow | 110,565,000 | 136,904,000 | 147,773,000 | 153,463,000 | 145,273,000 | 159,185,000 | 183,223,000 | 157,457,000 | 188,567,000 | 235,218,000 |
| Capital expenditures | 3,308,000 | 6,691,000 | 7,402,000 | 6,647,000 | 8,157,000 | 7,740,000 | 7,009,000 | 9,254,000 | 11,742,000 | 16,302,000 |
| Dividends paid | 38,880,000 | 40,104,000 | 43,269,000 | 46,010,000 | 47,207,000 | 47,738,000 | 49,765,000 | 55,886,000 | 62,263,000 | 72,594,000 |
| Share buybacks | 17,193,000 | 0.00 | 0.00 | 0.00 | 7,980,000 | 21,714,000 | 14,713,000 | 4,944,000 | 251,000 | 10,185,000 |
| Assets | 8,867,268,000 | 9,136,812,000 | 9,556,363,000 | 9,715,925,000 | 10,932,906,000 | 12,012,111,000 | 11,739,296,000 | 13,309,040,000 | 13,786,666,000 | 15,995,121,000 |
| Liabilities | 7,953,952,000 | 8,178,635,000 | 8,538,454,000 | 8,595,528,000 | 9,745,288,000 | 10,761,658,000 | 10,565,742,000 | 11,883,349,000 | 12,260,525,000 | 14,098,905,000 |
| Stockholders' equity | 913,316,000 | 958,177,000 | 1,017,909,000 | 1,120,397,000 | 1,187,618,000 | 1,250,453,000 | 1,173,554,000 | 1,425,691,000 | 1,526,141,000 | 1,896,216,000 |
| Free cash flow | 107,257,000 | 130,213,000 | 140,371,000 | 146,816,000 | 137,116,000 | 151,445,000 | 176,214,000 | 148,203,000 | 176,825,000 | 218,916,000 |
Ratios
| Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|---|---|
| Net margin | 27.33% | 26.55% | 32.70% | 32.93% | 29.97% | 45.57% | 39.57% | 22.72% | 22.99% | 23.80% |
| Return on equity | 8.59% | 8.57% | 11.06% | 10.80% | 8.79% | 12.39% | 12.95% | 8.33% | 9.22% | 8.92% |
| Return on assets | 0.88% | 0.90% | 1.18% | 1.25% | 0.95% | 1.29% | 1.29% | 0.89% | 1.02% | 1.06% |
| Liabilities / equity | 8.71 | 8.54 | 8.39 | 7.67 | 8.21 | 8.61 | 9.00 | 8.34 | 8.03 | 7.44 |
Industry Peer Context
Net margin peer context
ROE peer context
ROA peer context
Financial Bridges
Free cash flow = operating cash flow - capital expenditures
Figure provenance: SEC companyfacts FY 2025. Operating cash flow: accession 0001140361-26-007179; concept NetCashProvidedByUsedInOperatingActivities; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities | Capital expenditures: accession 0001140361-26-007179; concept PaymentsToAcquireProductiveAssets; source concepts us-gaap:PaymentsToAcquireProductiveAssets | Free cash flow: accession 0001140361-26-007179; concept NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquireProductiveAssets; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquireProductiveAssets
Financial Charts
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001140361-26-007179; filed 2026-02-27. Concept: InterestAndDividendIncomeOperating. Source concepts: us-gaap:InterestAndDividendIncomeOperating.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001140361-26-007179; filed 2026-02-27. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001140361-26-007179; filed 2026-02-27. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001140361-26-007179; filed 2026-02-27. Concept: NetCashProvidedByUsedInOperatingActivities. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001140361-26-007179; filed 2026-02-27. Concept: PaymentsToAcquireProductiveAssets. Source concepts: us-gaap:PaymentsToAcquireProductiveAssets.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001140361-26-007179; filed 2026-02-27. Concept: PaymentsOfDividendsCommonStock. Source concepts: us-gaap:PaymentsOfDividendsCommonStock.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001140361-26-007179; filed 2026-02-27. Concept: PaymentsForRepurchaseOfCommonStock. Source concepts: us-gaap:PaymentsForRepurchaseOfCommonStock.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001140361-26-007179; filed 2026-02-27. Concept: Assets. Source concepts: us-gaap:Assets.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001140361-26-007179; filed 2026-02-27. Concept: Liabilities. Source concepts: us-gaap:Liabilities.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001140361-26-007179; filed 2026-02-27. Concept: StockholdersEquity. Source concepts: us-gaap:StockholdersEquity.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001140361-26-007179; filed 2026-02-27. Concept: NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquireProductiveAssets. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquireProductiveAssets.
Quarterly
Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-08. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000790359.json.
| Quarter | End Date | Revenue | Net Income | Diluted EPS | Method |
|---|---|---|---|---|---|
| 2022-Q2 | 2022-06-30 | 0.88 | reported discrete quarter | ||
| 2022-Q3 | 2022-09-30 | 0.90 | reported discrete quarter | ||
| 2023-Q1 | 2023-03-31 | 0.78 | reported discrete quarter | ||
| 2023-Q2 | 2023-06-30 | 120,589,000 | 30,072,000 | 0.70 | reported discrete quarter |
| 2023-Q3 | 2023-09-30 | 137,094,000 | 24,606,000 | 0.54 | reported discrete quarter |
| 2023-Q4 | 2023-12-31 | 150,914,000 | 30,446,000 | derived Q4 = FY annual - nine-month YTD | |
| 2024-Q1 | 2024-03-31 | 146,937,000 | 33,823,000 | 0.71 | reported discrete quarter |
| 2024-Q2 | 2024-06-30 | 150,766,000 | 32,716,000 | 0.69 | reported discrete quarter |
| 2024-Q3 | 2024-09-30 | 156,230,000 | 38,097,000 | 0.80 | reported discrete quarter |
| 2024-Q4 | 2024-12-31 | 157,737,000 | 36,005,000 | derived Q4 = FY annual - nine-month YTD | |
| 2025-Q1 | 2025-03-31 | 154,404,000 | 36,745,000 | 0.77 | reported discrete quarter |
| 2025-Q2 | 2025-06-30 | 177,577,000 | 22,510,000 | 0.44 | reported discrete quarter |
| 2025-Q3 | 2025-09-30 | 190,467,000 | 54,471,000 | 1.03 | reported discrete quarter |
| 2025-Q4 | 2025-12-31 | 188,544,000 | 55,509,000 | derived Q4 = FY annual - nine-month YTD | |
| 2026-Q1 | 2026-03-31 | 182,646,000 | 51,142,000 | 0.98 | reported discrete quarter |
Quarterly Charts
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001140361-26-020019; filed 2026-05-08. Concept: InterestAndDividendIncomeOperating. Source concepts: us-gaap:InterestAndDividendIncomeOperating.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001140361-26-020019; filed 2026-05-08. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001140361-26-020019; filed 2026-05-08. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.
Macro Cross-References
- CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- UNRATE - Unemployment Rate
- FEDFUNDS - Federal Funds Effective Rate
- CES0500000003 - Average Hourly Earnings of All Employees, Total Private
- DFEDTARU - Federal Funds Target Range - Upper Limit
- DFEDTARL - Federal Funds Target Range - Lower Limit
- DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
- CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
- CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
- PCEPI - Personal Consumption Expenditures: Chain-type Price Index
- PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- PPIACO - Producer Price Index by Commodity: All Commodities
- T10YIE - 10-Year Breakeven Inflation Rate
- U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- PAYEMS - All Employees, Total Nonfarm
- CIVPART - Labor Force Participation Rate
- EMRATIO - Employment-Population Ratio
- UNEMPLOY - Unemployed
- CE16OV - Employment Level
- ICSA - Initial Claims
- JTSJOL - Job Openings: Total Nonfarm
- JTSQUR - Quits: Total Nonfarm
- GDPC1 - Real Gross Domestic Product
- A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
- INDPRO - Industrial Production: Total Index
- TCU - Capacity Utilization: Total Index
- HOUST - New Privately-Owned Housing Units Started: Total Units
- PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- RSAFS - Advance Retail Sales: Retail Trade
- PCE - Personal Consumption Expenditures
- DSPIC96 - Real Disposable Personal Income
- PSAVERT - Personal Saving Rate
- M2SL - M2
- BOPGSTB - U.S. International Trade in Goods and Services: Balance
- MSPUS - Median Sales Price of Houses Sold for the United States
- HSN1F - New One Family Houses Sold: United States
- RHORUSQ156N - Homeownership Rate in the United States
- TTLCONS - Total Construction Spending: Total Construction in the United States
- RRVRUSQ156N - Rental Vacancy Rate in the United States
- TOTALSL - Total Consumer Credit Owned and Securitized
- REVOLSL - Revolving Consumer Credit Owned and Securitized
- DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
- GDP - Gross Domestic Product
- GPDI - Gross Private Domestic Investment
- GCE - Government Consumption Expenditures and Gross Investment
- PCEC - Personal Consumption Expenditures
- NETEXP - Net Exports of Goods and Services
- GFDEBTN - Federal Debt: Total Public Debt
- GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- FYFSD - Federal Surplus or Deficit
- FGRECPT - Federal Government Current Receipts
- FGEXPND - Federal Government: Current Expenditures
- MANEMP - All Employees, Manufacturing
- USCONS - All Employees, Construction
- USTRADE - All Employees, Retail Trade
- USFIRE - All Employees, Financial Activities
- USGOVT - All Employees, Government
- AWHAETP - Average Weekly Hours of All Employees, Total Private
- DGORDER - Manufacturers' New Orders: Durable Goods
- NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- BUSINV - Total Business Inventories
- EXPGS - Exports of Goods and Services
- IMPGS - Imports of Goods and Services
- IR - Import Price Index (End Use): All Commodities
- PPIFIS - Producer Price Index by Commodity: Final Demand
Latest quarter (10-Q)
Latest 10-Q source: 0001140361-26-020019.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The purpose of this discussion and analysis is to provide a concise description of the consolidated financial condition and results of operations of NBT Bancorp Inc. (“NBT”) and its wholly-owned
subsidiaries, including NBT Bank, National Association (the “Bank”), NBT Financial Services, Inc. (“NBT Financial”) and NBT Holdings, Inc. (“NBT Holdings”) (collectively referred to herein as the “Company”). When references to “NBT,” “we,” “our,”
“us,” and “the Company” are made in this report, we mean NBT Bancorp Inc. and our consolidated subsidiaries, unless the context indicates that we refer only to the parent company, NBT Bancorp Inc. When we refer to the “Bank” in this report, we
mean our only bank subsidiary, NBT Bank, National Association, and its subsidiaries. This discussion will focus on results of operations and financial condition, including capital resources and asset/liability management. Reference should be made
to the Company’s consolidated financial statements and footnotes thereto included in this Form 10‑Q as well as to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2025 for an understanding of the following discussion and
analysis. Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results of the full year ending December 31, 2026 or any future period.
Forward-Looking Statements
Certain statements in this filing and future filings by the Company with the SEC, in the Company’s press releases or other public or stockholder communications or in oral statements made with the
approval of an authorized executive officer, contain forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995. These statements may be identified by the use of phrases such as “anticipate,” “believe,”
“expect,” “forecasts,” “projects,” “will,” “can,” “would,” “should,” “could,” “may,” or other similar terms. There are a number of factors, many of which are beyond the Company’s control, that could cause actual results to differ materially from
those contemplated by any forward-looking statements. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, among others, the following possibilities: (1) local, regional,
national and international economic conditions, including actual or potential stress in the banking industry, and the impact they may have on the Company and its customers, and the Company’s assessment of that impact; (2) changes in the level of
nonperforming assets and charge-offs; (3) changes in estimates of future reserve requirements based upon the periodic review thereof under relevant regulatory and accounting requirements; (4) the effects of and changes in trade and monetary and
fiscal policies and laws, including the interest rate policies of the Federal Reserve Board (“FRB”) and international trade disputes (including threatened or implemented tariffs imposed by the U.S. and threatened or implemented tariffs imposed by
foreign countries in retaliation); (5) inflation, interest rate, securities market and monetary fluctuations; (6) political instability; (7) acts of war, including international military conflicts, or terrorism; (8) the timely development and
acceptance of new products and services and the perceived overall value of these products and services by users; (9) changes in consumer spending, borrowing and saving habits; (10) changes in the financial performance and/or condition of the
Company’s borrowers; (11) technological changes; (12) acquisition and integration of acquired businesses; (13) the ability to increase market share and control expenses; (14) changes in the competitive environment among financial holding
companies; (15) the effect of changes in laws and regulations (including laws and regulations concerning taxes, banking, securities and insurance) with which the Company and its subsidiaries must comply, including those under the Dodd-Frank Act,
and the Economic Growth, Regulatory Relief, and Consumer Protection Act of 2018; (16) the effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Public Company Accounting Oversight
Board, the Financial Accounting Standards Board and other accounting standard setters; (17) changes in the Company’s organization, compensation and benefit plans; (18) the costs and effects of legal and regulatory developments, including the
resolution of legal proceedings or regulatory or other governmental inquiries, and the results of regulatory examinations or reviews; (19) greater than expected costs or difficulties related to the integration of new products and lines of
business; and (20) the Company’s success at managing the risks involved in the foregoing items.
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The Company cautions readers not to place undue reliance on any forward-looking statements, which speak only as of the date on which they are made, and advises readers that various factors,
including, but not limited to, those described above and other factors discussed in the Company’s annual and quarterly reports previously filed with the SEC, could affect the Company’s financial performance and could cause the Company’s actual
results or circumstances for future periods to differ materially from those anticipated or projected.
Unless required by law, the Company does not undertake, and specifically disclaims any obligations to, publicly release any revisions that may be made to any forward-looking statements to
reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.
Non-GAAP Measures
This Quarterly Report on Form 10-Q contains financial information determined by methods other than in accordance with GAAP. Where non-GAAP disclosures are used in this Form 10-Q, the comparable GAAP
measure, as well as a reconciliation to the comparable GAAP measure, is provided in the accompanying tables. Management believes that these non-GAAP measures provide useful information that is important to an understanding of the results of the
Company’s core business as well as provide information standard in the financial institution industry. Non-GAAP measures should not be considered a substitute for financial measures determined in accordance with GAAP and investors should consider
the Company’s performance and financial condition as reported under GAAP and all other relevant information when assessing the performance or financial condition of the Company. Amounts previously reported in the consolidated financial statements
are reclassified whenever necessary to conform to current period presentation.
Critical Accounting Estimates
SEC guidance requires disclosure of “critical accounting estimates.” The SEC defines “critical accounting estimates” as those estimates made in accordance with GAAP that involve a significant level
of estimation uncertainty and have had or are reasonably likely to have a material impact on the financial condition or results of operations of the registrant. The Company follows financial accounting and reporting policies that are in
accordance with GAAP. The more significant of these policies are summarized in Note 1 to the consolidated financial statements presented in our 2025 Annual Report on Form 10-K. Management has reviewed the application of these estimates with the
Audit Committee of NBT’s Board of Directors. The allowance for credit losses and unfunded commitments policies are deemed to meet the SEC’s definition of a critical accounting estimate.
Allowance for Credit Losses and Unfunded Commitments
The allowance for credit losses consists of the allowance for credit losses and the allowance for losses on unfunded commitments. The measurement of CECL on financial instruments requires an
estimate of the credit losses expected over the life of an exposure (or pool of exposures). The estimate of expected credit losses under the CECL methodology is based on relevant information about past events, current conditions, and reasonable
and supportable forecasts that affect the collectability of the reported amounts. Historical loss experience is generally the starting point for estimating expected credit losses. The Company then considers whether the historical loss experience
should be adjusted for asset-specific risk characteristics or current conditions at the reporting date that did not exist over the period from which historical experience was used. Finally, the Company considers forecasts about future economic
conditions that are reasonable and supportable. The allowance for credit losses for loans, as reported in our consolidated statements of financial condition, is adjusted by an expense for credit losses, which is recognized in earnings, and
reduced by the charge-off of loan amounts, net of recoveries. The allowance for losses on unfunded commitments represents the expected credit losses on off-balance sheet commitments such as unfunded commitments to extend credit and standby
letters of credit. However, a liability is not recognized for commitments unconditionally cancellable by the Company. The allowance for losses on unfunded commitments is determined by estimating future draws and applying the expected loss rates
on those draws.
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Management of the Company considers the accounting policy relating to the allowance for credit losses to be a critical accounting estimate given the uncertainty in evaluating the level of the
allowance required to cover management’s estimate of all expected credit losses over the expected contractual life of our loan portfolio. Determining the appropriateness of the allowance is complex and requires 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 for credit losses in those future periods.
While management’s current evaluation of the allowance for credit losses indicates that the allowance is appropriate, the allowance may need to be increased under adversely different conditions or assumptions. The impact of utilizing the CECL
methodology to calculate the reserve for credit losses will be significantly influenced by the composition, characteristics and quality of our loan portfolio, as well as the prevailing economic conditions and forecasts utilized. Material changes
to these and other relevant factors may result in greater volatility to the reserve for credit losses, and therefore, greater volatility to our reported earnings.
One of the most significant judgments involved in estimating the Company’s allowance for credit losses relates to the macroeconomic forecasts used to estimate expected credit losses over the
forecast period. As of March 31, 2026, the weightings were 60%, 5%, and 35% for the baseline, upside and downside economic forecast scenarios, respectively. The baseline outlook reflected an economic environment where the northeast unemployment
rate decreases from 4.6% in the second quarter of 2026 to 4.56% by the end of the forecast period, with a peak northeast unemployment rate of 4.6% in the third quarter of 2026. National GDP annualized growth (on a quarterly basis) is expected to
start the second quarter of 2026 at approximately 2.75% and decrease to 1.72% by the end of the forecast period. Key assumptions in the baseline economic outlook included the Federal Reserve cutting rates with two 25 basis point cuts at the June
and September meetings and the economy remaining at full employment. The alternative upside scenario assumes improved economic conditions from the baseline outlook. Under this scenario, northeast unemployment falls from 4.6% in the first quarter
of 2026 to 3.7
[Excerpt truncated for page length; source filing is linked above.]
Latest 10-K MD&A
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The purpose of this discussion and analysis is to provide a concise description of the consolidated financial condition and results of operations of NBT Bancorp Inc. (“NBT”) and its wholly-owned
subsidiaries, including NBT Bank, National Association (the “Bank”), NBT Financial Services, Inc. (“NBT Financial”) and NBT Holdings, Inc. (“NBT Holdings”) (collectively referred to herein as the “Company”). When references to “NBT,” “we,” “our,”
“us,” and “the Company” are made in this report, we mean NBT Bancorp Inc. and our consolidated subsidiaries, unless the context indicates that we refer only to the parent company, NBT Bancorp Inc. When we refer to the “Bank” in this report, we
mean our only bank subsidiary, NBT Bank, National Association, and its subsidiaries. This discussion will focus on results of operations for the fiscal years ended December 31, 2025, 2024 and 2023 and financial condition as of December 31, 2025
and 2024, including capital resources and asset/liability management. This discussion and analysis should be read in conjunction with the Company’s consolidated financial statements and related notes.
Forward-Looking Statements
Certain statements in this filing and future filings by the Company with the SEC, in the Company’s press releases or other public or stockholder communications or in oral statements made with the approval of an
authorized executive officer, contain forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995. These statements may be identified by the use of phrases such as “anticipate,” “believe,” “expect,” “forecasts,”
“projects,” “will,” “can,” “would,” “should,” “could,” “may,” or other similar terms. There are a number of factors, many of which are beyond the Company’s control, that could cause actual results to differ materially from those contemplated by
the forward-looking statements. The discussion in Item 1A. Risk Factors lists some of the factors that may cause actual results to differ materially from those contemplated by any forward-looking statements, and such discussion is incorporated
into this discussion by reference.
The Company cautions readers not to place undue reliance on any forward-looking statements, which speak only as of the date on which they are made, and advises readers that various factors,
including, but not limited to, those described above and other factors discussed in the Company’s annual and quarterly reports previously filed with the SEC, could affect the Company’s financial performance and could cause the Company’s actual
results or circumstances for future periods to differ materially from those anticipated or projected.
Unless required by law, the Company does not undertake, and specifically disclaims any obligations to, publicly release any revisions that may be made to any forward-looking statements to reflect
the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.
General
NBT Bancorp Inc. is a registered financial holding company headquartered in Norwich, NY, with total assets of $16.00 billion at December 31, 2025. The Company’s business, primarily conducted through
the Bank and its full-service retirement plan administration and recordkeeping subsidiary and full-service regional insurance agency subsidiary, consists of providing commercial banking, retail banking and wealth management services primarily to
customers in its market area, which includes upstate New York, northeastern Pennsylvania, southern New Hampshire, western Massachusetts, Vermont, southern Maine and central and northwestern Connecticut. The Company has been, and intends to
continue to be, a community-oriented financial institution offering a variety of financial services. The Company’s business philosophy is to operate as a community bank with local decision-making, providing a broad array of banking and financial
services to retail, commercial and municipal customers. The financial review that follows focuses on the factors affecting the consolidated financial condition and results of operations of the Company and its wholly-owned subsidiaries, the Bank,
NBT Financial and NBT Holdings during 2025 and, in summary form, the preceding two years. NIM is presented in this discussion on an FTE basis. Average balances discussed are daily averages unless otherwise described. The audited consolidated
financial statements and related notes as of December 31, 2025 and 2024 and for each of the years in the three-year period ended December 31, 2025 should be read in conjunction with this review.
Critical Accounting Policies
The SEC defines critical accounting policies as accounting policies that are most important to a company’s financial results and condition. These policies are often subjective and require management to make
estimates about uncertain matters. The accounting and reporting policies followed by the Company conform, in all material respects, to accounting principles in accordance with GAAP and to general practices within the financial services industry.
In the course of normal business activity, management must select and apply many accounting policies and methodologies and make estimates and assumptions that lead to the financial results presented in the Company’s consolidated financial
statements and accompanying notes. There are uncertainties inherent in making these estimates and assumptions, which could materially affect the Company’s results of operations and financial position.
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Management considers accounting estimates to be critical to reported financial results if (i) the accounting estimates require management to make assumptions about matters that are highly uncertain,
and (ii) different estimates that management reasonably could have used for the accounting estimate in the current period, or changes in the accounting estimate that are reasonably likely to occur from period to period, could have a material
impact on the Company’s financial statements. Management considers the accounting policies relating to the allowance for credit losses (“allowance”, or “ACL”) and the determination of fair values for acquired assets and assumed liabilities in a
business combination, including intangible assets such as goodwill, to be critical accounting policies because of the uncertainty and subjectivity involved in these policies and the material effect that estimates related to these areas can have
on the Company’s results of operations.
The Company’s methodology for estimating the allowance considers available relevant information about the collectability of cash flows, including information about past events, current conditions,
and reasonable and supportable forecasts. Refer to Note 1 and Note 6 to the consolidated financial statements included elsewhere in this report.
Goodwill represents the cost of the acquired business in excess of the fair value of the related net assets acquired. Following a merger, the determination of fair values for acquired assets and
assumed liabilities, including intangible assets such as goodwill, becomes critical. All acquired assets, including goodwill and other intangible assets, and assumed liabilities in purchase acquisitions are recorded at fair value as of the
acquisition date. The Company expenses all acquisition-related costs as incurred as required by ASC Topic 805, “Business Combinations.”
The determination of fair values for acquired loans in a business combination is a significant aspect of our financial reporting process. The valuation of acquired loans relied on a discounted cash
flow approach applied on a pooled basis, utilizing a forecast of principal and interest payments. This methodology segmented the acquired loan portfolio by loan type, term, interest rate, payment frequency and payment, and incorporated specific
key valuation assumptions, encompassing prepayment speeds, PD, LGD, and the discount rate to ascertain the fair value of these assets. Given the inherent subjectivity and reliance on future cash flows and market conditions, this process involves
considerable judgment and estimation uncertainty.
The Company conducts an annual review of goodwill impairment and conducts quarterly analyses to identify any events that may necessitate an interim assessment. The Company initially undertakes a
qualitative evaluation of goodwill to ascertain whether certain events or circumstances indicate a likelihood that the fair value of a reporting unit is less than its carrying amount. This qualitative evaluation demands considerable managerial
discretion, and if it suggests that the fair value of a reporting unit is unlikely to be less than the carrying value, no quantitative analysis is required. Inputs for this qualitative analysis requiring managerial judgment encompass
macroeconomic conditions, industry and market conditions, the financial performance of the reporting unit, and other pertinent events influencing the fair value of the reporting unit.
For information on the Company’s significant accounting policies and to gain a greater understanding of how the Company’s financial performance is reported, refer to Note 1 to the consolidated
financial statements included elsewhere in this report.
Critical Accounting Estimates
SEC guidance requires disclosure of “critical accounting estimates.” The SEC defines “critical accounting estimates” as those estimates made in accordance with GAAP that involve a significant level
of estimation uncertainty and have had or are reasonably likely to have a material impact on the financial condition or results of operations of the registrant. The Company follows financial accounting and reporting policies that are in
accordance with GAAP. Management has reviewed the application of these estimates with the Audit Committee of NBT’s Board of Directors. The allowance for credit losses and unfunded commitments policies are deemed to meet the SEC’s definition of a
critical accounting estimate.
Allowance for Credit Losses and Unfunded Commitments
The allowance for credit losses consists of the allowance for credit losses and the allowance for losses on unfunded commitments. The measurement of CECL on financial instruments requires an
estimate of the credit losses expected over the life of an exposure (or pool of exposures). The estimate of expected credit losses under the CECL methodology is based on relevant information about past events, current conditions, and reasonable
and supportable forecasts that affect the collectability of the reported amounts. Historical loss experience is generally the starting point for estimating expected credit losses. The Company then considers whether the historical loss experience
should be adjusted for asset-specific risk characteristics or current conditions at the reporting date that did not exist over the period from which historical experience was used. Finally, the Company considers forecasts about future economic
conditions that are reasonable and supportable. The allowance for credit losses for loans, as reported in our consolidated statements of financial condition, is adjusted by an expense for credit losses, which is recognized in earnings, and
reduced by the charge-off of loan amounts, net of recoveries. The allowance for losses on unfunded commitments represents the expected credit losses on off-balance sheet commitments such as unfunded commitments to extend credit and standby
letters of credit. However, a liability is not recognized for commitments unconditionally cancellable by the Company. The allowance for losses on unfunded commitments is determined by estimating future draws and applying the expected loss rates
on those draws.
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Management of the Company considers the accounting policy relating to the allowance for credit losses to be a critical accounting estimate given the uncertainty in evaluating the level of the
allowance required to cover management’s estimate of all expected credit losses over the expected contractual life of our loan portfolio. Determining the appropriateness of the allowance is complex and requires 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 for credit losses in those future periods.
While management’s current evaluation of the allowance for credit losses indicates that the allowance is appropriate, the allowance may need to be increased under adversely different conditions or assumptions. The impact of utilizing the CECL
methodology to calculate the reserve for credit losses will be significantly influenced by the composition, characteristics and quality of our loan portfolio, as well as the prevailing economic conditions and forecasts utilized. Material changes
to these and other relevant factors may result in greater volatility to the reserve for credit losses, and therefore, greater volatility to our reported earnings.
One of the most significant judgments involved in estimating the Company’s allowance for credit losses relates to the macroeconomic forecasts used to estimate expected credit losses over the
forecast period. As of December 31, 2025, the quantitative model incorporated a baseline economic outlook along with an alternative upside scenario and two equally weighted downside scenarios, recessionary conditions and stagflation, sourced from
a reputable third-party to accommodate other potential economic conditions in the model. At December 31, 2025, the weightings were 65%, 5% and 30% for the baseline, upside and downside economic forecast scenarios, respectively. The baseline
outlook reflected an economic environment where the northeast unemployment rate increases from 4.5% in the first quarter of 2026 to 4.8% by the end of the forecast period, with a peak northeast unemployment rate of 4.9% in the fourth quarter of
2026. National GDP annualized growth (on a quarterly basis) is expected to start the first quarter of 2026 at approximately 2.55% and decrease to 1.8% by the end of the forecast period. Key assumptions in the baseline economic outlook included
the Federal Reserve cutting rates with one 25 basis point cut at the December meeting and the economy remaining at full employment. The alternative upside scenario assumes improved economic conditions from the baseline outlook. Under this
scenario, northeast unemployment falls from 4.4% in the fourth quarter of 2025 to 4.0% in the second quarter of 2026 and eventually settles at 4.1% by the end of the forecast period. The alternative downside scenario with recessionary conditions
assumes deteriorated economic conditions from the baseline outlook. Under this scenario, northeast unemployment rises from 4.4% in the fourth quarter of 2025 to a peak of 7.8% in the first quarter of 2027. The alternative downside stagflation
scenario assumes deteriorated economic conditions from the baseline outlook. Under this scenario, northeast unemployment rises from 4.4% in the fourth quarter of 2025 to 6% by the end of the forecast period in the second quarter of 2027, with a
peak northeast unemployment rate of 8.2% in the first quarter of 2028. These scenarios and their respective weightings are evaluated at each measurement date and reflect management’s expectations as of December 31, 2025. Additional qualitative
adjustments were made for factors not incorporated in the forecasts or the model, such as loss rate expectations for certain loan pools, reversion adjustments for the stagflation scenario and recent trends in asset value indices. Additional
monitoring for industry concentrations, loan growth and policy exceptions was also conducted.
To demonstrate the sensitivity of the allowance for credit losses estimate to macroeconomic forecast weightings assumptions as of December 31, 2025, the Company changed the scenario weightings, with
a 10% increase to the downside scenarios, equally weighted, and a 10% decrease to the baseline scenario causing a 4% increase in the overall estimated allowance for credit losses. If instead the upside scenario was increased 10% and the baseline
scenario was decreased 10%, the overall estimated allowance for credit losses decreased 1%. To further demonstrate the sensitivity of the allowance for credit losses estimate to macroeconomic forecast weightings assumptions as of December 31,
2025, the Company increased the downside scenarios, equally weighted, to 100% which resulted in a 24% increase in the overall estimated allowance for credit losses.
Non-GAAP Measures
This Annual Report on Form 10-K contains financial information determined by methods other than in accordance with GAAP. Where non-GAAP disclosures are used in this Annual Report on Form 10-K, the
comparable GAAP measure, as well as a reconciliation to the comparable GAAP measure, is provided in the accompanying tables. Management believes that these non-GAAP measures provide useful information that is important to an understanding of the
results of the Company’s core business as well as provide information standard in the financial institution industry. Non-GAAP measures should not be considered a substitute for financial measures determined in accordance with GAAP and investors
should consider the Company’s performance and financial condition as reported under GAAP and all other relevant information when assessing the performance or financial condition of the Company. Amounts previously reported in the consolidated
financial statements are reclassified whenever necessary to conform to current period presentation.
Evans Bancorp, Inc. Merger
On May 2, 2025, the Company completed the acquisition of Evans, through the merger of Evans with and into the Company, with the Company surviving the merger. Total consideration for the acquisition
was $221.8 million in common stock. Evans, with assets of $2.19 billion at December 31, 2024, was headquartered in Williamsville, New York. Its primary subsidiary, Evans Bank, was a federally-chartered national banking association operating 18
banking locations in Western New York. The acquisition enhances the Company’s presence in Western New York, including the Buffalo and Rochester communities. In connection with the acquisition, the Company issued 5.1 million shares of common stock
and acquired approximately $131.2 million of identifiable net assets, including $1.67 billion of loans, $255.5 million in AFS investment securities, which were sold during the second quarter of 2025, $33.2 million of core deposit intangibles and
$1.86 billion in deposits. As of the acquisition date, the fair value discount was $95.2 million for loans, net of the reclassification of the PCD allowance and $0.6 million net discount related to long-term debt.
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The Company incurred acquisition expenses related to the merger with Evans of $19.5 million and $1.5 million for the years ended December 31, 2025 and 2024, respectively.
Salisbury Bancorp, Inc. Merger
On August 11, 2023, NBT completed its acquisition of Salisbury. Salisbury Bank was a Connecticut-chartered commercial bank headquartered in Lakeville, Connecticut, operating 13 banking offices in
northwestern Connecticut, the Hudson Valley region of New York, and southwestern Massachusetts. In connection with the acquisition, the Company issued 4.32 million shares of common stock and acquired approximately $1.46 billion of identifiable
assets, including $1.18 billion of loans, $122.7 million in investment securities which were sold immediately after the merger, $31.2 million of core deposit intangibles and $4.7 million in a wealth management customer intangible, as well as
$1.31 billion in deposits. As of the acquisition date, the fair value discount was $78.7 million for loans, net of the reclassification of the purchase credit deteriorated allowance, and was $3.0 million for subordinated debt. The Company
established a $14.5 million allowance for acquired Salisbury loans which included both the $5.8 million allowance for PCD loans reclassified from loans and the $8.8 million allowance for non-PCD loans recognized through the provision for loan
losses.
The Company incurred acquisition expenses related to the merger with Salisbury of $10.0 million for the year ended December 31, 2023.
Executive Summary
Significant factors management reviews to evaluate the Company’s operating results and financial condition include, but are not limited to, net income and EPS, return on average assets and equity,
NIM, noninterest income, operating expenses, asset quality indicators, loan and deposit growth, capital management, liquidity and interest rate sensitivity, enhancements to customer products and services, technology advancements, market share and
peer comparisons.
Net income for the year ended December 31, 2025 was $169.2 million, or $3.33 per diluted common share, up $28.6 million from $140.6 million, or $2.97 per diluted common share, for the year ended
December 31, 2024.
Operating net income(1), a non-GAAP measure, was $194.5 million, or $3.82 per diluted common share, for the year
ended December 31, 2025, compared to $139.7 million, or $2.94 per diluted common share for the year ended December 31, 2024.
The following information should be considered in connection with the Company’s results as of and for the year ended December 31, 2025:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The acquisition of Evans was completed on May 2, 2025. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Net interest income for the year ended December 31, 2025 was $501.5 million, up $101.4 million, or 25.3%, from 2024. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The Company recorded a provision for loan losses of $32.3 million for the year ended December 31, 2025, compared to $19.6 million in 2024. Included in the provision expense for the year ended December 31, 2025 was $13.0 million of acquisition-related provision for loan losses. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Excluding securities gains (losses), noninterest income represented 28% of total revenues and was $195.3 million for the year ended December 31, 2025, up $21.3 million, or 12.2%, from the prior year. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Noninterest expense, excluding acquisition expenses, was $425.8 million for the year ended December 31, 2025, up $49.5 million, or 13.1%, from the prior year. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Period end total loans were $11.60 billion, up $1.63 billion, or 16.3% from December 31, 2024, including $1.67 billion of loans acquired from Evans. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Credit quality metrics including net charge-offs to average loans were 0.16% and allowance for loan losses to total loans was 1.19%. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Period end total deposits were $13.50 billion, up $1.95 billion, or 16.9%, from December 31, 2024, including $1.86 billion in deposits acquired from Evans. The loan to deposit ratio was 85.9% as of December 31, 2025 and 86.3% as of December 31, 2024. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | In July of 2025, the Company redeemed $118 million of subordinated debt that had a weighted average rate of 5.45% using existing liquidity sources. The $118 million of subordinated debt would have converted to a weighted average floating rate above 9%. |
| Column 1 | Column 2 |
|---|---|
| (1) | Non-GAAP measure - Refer to non-GAAP reconciliation below. |
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Results of Operations
The following table sets forth certain financial highlights:
| Years Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | ||||||||||
| Performance: | ||||||||||||
| Diluted earnings per share | $ | 3.33 | $ | 2.97 | $ | 2.65 | ||||||
| Return on average assets | 1.11 | % | 1.04 | % | 0.95 | % | ||||||
| Return on average equity | 9.75 | % | 9.57 | % | 9.34 | % | ||||||
| Return on average tangible common equity(1) | 14.14 | % | 13.75 | % | 13.02 | % | ||||||
| Net interest margin (FTE)(1) | 3.59 | % | 3.23 | % | 3.29 | % | ||||||
| Capital: | ||||||||||||
| Equity to assets | 11.85 | % | 11.07 | % | 10.71 | % | ||||||
| Tangible equity ratio(1) | 8.95 | % | 8.42 | % | 7.93 | % | ||||||
| Book value per share | $ | 36.32 | $ | 32.34 | $ | 30.26 | ||||||
| Tangible book value per share(1) | $ | 26.54 | $ | 23.88 | $ | 21.72 | ||||||
| Leverage ratio | 9.48 | % | 10.24 | % | 9.71 | % | ||||||
| Common equity tier 1 capital ratio | 12.07 | % | 11.93 | % | 11.57 | % | ||||||
| Tier 1 capital ratio | 12.07 | % | 12.83 | % | 12.50 | % | ||||||
| Total risk-based capital ratio | 14.24 | % | 15.03 | % | 14.75 | % |
The following tables provide non-GAAP reconciliations:
| Years Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands, except per share data) | 2025 | 2024 | 2023 | |||||||||
| Return on average tangible common equity: | ||||||||||||
| Net income | $ | 169,235 | $ | 140,641 | $ | 118,782 | ||||||
| Amortization of intangible assets (net of tax) | 8,958 | 6,332 | 3,551 | |||||||||
| Net income, excluding intangible amortization | $ | 178,193 | $ | 146,973 | $ | 122,333 | ||||||
| Average stockholders’ equity | $ | 1,735,364 | $ | 1,468,861 | $ | 1,272,333 | ||||||
| Less: average goodwill and other intangibles | 475,530 | 399,989 | 332,667 | |||||||||
| Average tangible common equity | $ | 1,259,834 | $ | 1,068,872 | $ | 939,666 | ||||||
| Return on average tangible common equity | 14.14 | % | 13.75 | % | 13.02 | % | ||||||
| Tangible equity ratio: | ||||||||||||
| Stockholders’ equity | $ | 1,896,216 | $ | 1,526,141 | $ | 1,425,691 | ||||||
| Intangibles | 510,934 | 399,023 | 402,294 | |||||||||
| Assets | $ | 15,995,121 | $ | 13,786,666 | $ | 13,309,040 | ||||||
| Tangible equity ratio | 8.95 | % | 8.42 | % | 7.93 | % | ||||||
| Tangible book value per share: | ||||||||||||
| Stockholders’ equity | $ | 1,896,216 | $ | 1,526,141 | $ | 1,425,691 | ||||||
| Intangibles | 510,934 | 399,023 | 402,294 | |||||||||
| Tangible equity | $ | 1,385,282 | $ | 1,127,118 | $ | 1,023,397 | ||||||
| Diluted common shares outstanding | 52,203 | 47,195 | 47,110 | |||||||||
| Tangible book value per share | $ | 26.54 | $ | 23.88 | $ | 21.72 | ||||||
| Operating net income: | ||||||||||||
| Net income | $ | 169,235 | $ | 140,641 | $ | 118,782 | ||||||
| Acquisition expenses | 19,526 | 1,531 | 9,978 | |||||||||
| Acquisition-related provision for credit losses | 13,022 | - | 8,750 | |||||||||
| Acquisition-related reserve for unfunded loan commitments | 532 | - | 836 | |||||||||
| Impairment of a minority interest equity investment | - | - | 4,750 | |||||||||
| Securities (gains) losses | (148 | ) | (2,789 | ) | 9,315 | |||||||
| Adjustment to net income | $ | 32,932 | $ | (1,258 | ) | $ | 33,629 | |||||
| Adjustment to net income (net of tax) | $ | 25,295 | $ | (984 | ) | $ | 25,965 | |||||
| Operating net income | $ | 194,530 | $ | 139,657 | $ | 144,747 | ||||||
| Operating diluted earnings per share | $ | 3.82 | $ | 2.94 | $ | 3.23 | ||||||
| FTE adjustment: | ||||||||||||
| Net interest income | $ | 501,546 | $ | 400,122 | $ | 378,219 | ||||||
| FTE adjustment | 2,466 | 2,574 | 2,034 | |||||||||
| Net interest income (FTE) | $ | 504,012 | $ | 402,696 | $ | 380,253 | ||||||
| Average earning assets | $ | 14,025,247 | $ | 12,449,064 | $ | 11,570,283 | ||||||
| Net interest margin (FTE) | 3.59 | % | 3.23 | % | 3.29 | % |
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2026 Outlook
The Company’s 2025 earnings reflected its continued ability to invest in the future while managing continued volatility in the current interest rate environment and overall economic conditions,
which have presented challenges across the financial services industry. 2025 was marked by resilient economic growth and while improving modestly, persistent inflation.
In 2025, the FOMC continued the easing cycle, which commenced in 2024, cutting the federal funds rate three times (September, October and December) by 25 bps each. Bringing the target range down
from 4.25%-4.50% towards a more neutral stance of 3.50%-3.75% as inflation pressures eased but growth softened. Actions included rate cuts, open market operations to manage liquidity and adjustments to reinvestment policies for Treasury and
mortgage-backed securities. The FOMC remained committed to its 2% inflation target and maximum employment goals, adjusting policy as economic data evolved. The cuts responded to a softening labor market and slowing economic growth, with rising
tariffs posing inflationary risks that the FOMC aimed to manage.
Deposit costs declined in 2025, but inversion in the midpoint of the yield curve continues to challenge interest rates for 2- to 5-year Treasuries and bank net interest margins. The good news is
the long end of the Treasury maturities is currently higher than short-term rates. It is hoped that further monetary policy easing will cut short-term interest rates further. This is an encouraging sign that the interest rate environment may be
finally returning to a “normal,” positively sloped yield curve.
The rate environment in 2026 is expected to improve but remain challenging. The monetary policy pivot has begun and should continue throughout the year. Interest rates continue to normalize, and
the return to a positively sloped yield curve is an encouraging sign. Deposit competition will remain fierce. The risk of recession is low. Overall, the rate environment is improving and is expected to benefit the banking industry. Future
decreases in rates by the Fed will be determined by labor market conditions and the levels of inflation.
The economic outlook for 2026 is generally positive with GDP growth in 2026 expected to be in the 2%-2.5% range driven by AI investment, strong consumer spending and potential tailwinds from
loosened monetary policy. Continued heavy investment in AI and related infrastructure is expected to be a primary driver of business investment and overall growth. Despite previous headwinds, consumer spending remains strong, supported by a
healthy labor market.
The Company continues to focus on long-term strategies including growth in its markets, diversification of revenue sources, improving operating efficiencies and investing in technology.
The Company’s 2026 outlook is subject to factors in addition to those identified above and those risks and uncertainties that could impact the Company’s future results are explained in Item 1A.
Risk Factors.
Asset/Liability Management
The Company attempts to maximize net interest income and net income, while actively managing its liquidity and interest rate sensitivity through the mix of various core deposit products and other
sources of funds, which in turn fund an appropriate mix of earning assets. The changes in the Company’s asset mix and sources of funds, and the resulting impact on net interest income, on an FTE basis, are discussed below. The following table
includes the condensed consolidated average balance sheet, an analysis of interest income/expense and average yield/rate for each major category of earning assets and interest-bearing liabilities on a taxable equivalent basis.
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Average Balances and Net Interest Income
| 2025 | 2024 | 2023 | ||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in thousands) | Average Balances | Net Interest Income | Yield/ Rate | Average Balances | Net Interest Income | Yield/ Rate | Average Balances | Net Interest Income | Yield/ Rate | |||||||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||||||||||||
| Short-term interest-bearing accounts | $ | 251,174 | $ | 10,779 | 4.29 | % | $ | 86,213 | $ | 4,412 | 5.12 | % | $ | 126,765 | $ | 6,259 | 4.94 | % | ||||||||||||||||||
| Securities taxable(1) | 2,467,011 | 59,944 | 2.43 | % | 2,285,725 | 45,588 | 1.99 | % | 2,377,596 | 45,176 | 1.90 | % | ||||||||||||||||||||||||
| Securities tax-exempt(1) (3) | 208,125 | 7,403 | 3.56 | % | 221,273 | 7,788 | 3.52 | % | 214,053 | 6,730 | 3.14 | % | ||||||||||||||||||||||||
| FRB and FHLB stock | 40,055 | 2,110 | 5.27 | % | 37,789 | 2,672 | 7.07 | % | 48,641 | 3,368 | 6.92 | % | ||||||||||||||||||||||||
| Loans(2) (3) | 11,058,882 | 633,222 | 5.73 | % | 9,818,064 | 553,784 | 5.64 | % | 8,803,228 | 463,290 | 5.26 | % | ||||||||||||||||||||||||
| Total interest-earning assets | $ | 14,025,247 | $ | 713,458 | 5.09 | % | $ | 12,449,064 | $ | 614,244 | 4.93 | % | $ | 11,570,283 | $ | 524,823 | 4.54 | % | ||||||||||||||||||
| Other assets | 1,249,225 | 1,071,455 | 923,850 | |||||||||||||||||||||||||||||||||
| Total assets | $ | 15,274,472 | $ | 13,520,519 | $ | 12,494,133 | ||||||||||||||||||||||||||||||
| Liabilities and stockholders’ equity: | ||||||||||||||||||||||||||||||||||||
| Money market deposits | $ | 3,903,585 | $ | 115,197 | 2.95 | % | $ | 3,308,433 | $ | 116,982 | 3.54 | % | $ | 2,418,450 | $ | 62,475 | 2.58 | % | ||||||||||||||||||
| Interest-bearing checking deposits | 1,935,912 | 19,840 | 1.02 | % | 1,617,456 | 13,442 | 0.83 | % | 1,555,414 | 8,298 | 0.53 | % | ||||||||||||||||||||||||
| Savings deposits | 1,823,884 | 5,942 | 0.33 | % | 1,580,517 | 734 | 0.05 | % | 1,715,749 | 650 | 0.04 | % | ||||||||||||||||||||||||
| Time deposits | 1,555,058 | 51,355 | 3.30 | % | 1,408,410 | 55,790 | 3.96 | % | 1,006,867 | 33,218 | 3.30 | % | ||||||||||||||||||||||||
| Total interest-bearing deposits | $ | 9,218,439 | $ | 192,334 | 2.09 | % | $ | 7,914,816 | $ | 186,948 | 2.36 | % | $ | 6,696,480 | $ | 104,641 | 1.56 | % | ||||||||||||||||||
| Federal funds purchased | 4,110 | 185 | 4.50 | % | 13,016 | 721 | 5.54 | % | 24,575 | 1,269 | 5.16 | % | ||||||||||||||||||||||||
| Repurchase agreements | 114,822 | 3,057 | 2.66 | % | 95,879 | 2,255 | 2.35 | % | 70,251 | 747 | 1.06 | % | ||||||||||||||||||||||||
| Short-term borrowings | 8,679 | 401 | 4.62 | % | 103,963 | 5,693 | 5.48 | % | 450,377 | 23,592 | 5.24 | % | ||||||||||||||||||||||||
| Long-term debt | 36,916 | 1,463 | 3.96 | % | 29,715 | 1,166 | 3.92 | % | 24,247 | 925 | 3.81 | % | ||||||||||||||||||||||||
| Subordinated debt, net | 76,458 | 4,875 | 6.38 | % | 120,420 | 7,232 | 6.01 | % | 105,756 | 6,076 | 5.75 | % | ||||||||||||||||||||||||
| Junior subordinated debt | 108,145 | 7,131 | 6.59 | % | 101,196 | 7,533 | 7.44 | % | 101,196 | 7,320 | 7.23 | % | ||||||||||||||||||||||||
| Total interest-bearing liabilities | $ | 9,567,569 | $ | 209,446 | 2.19 | % | $ | 8,379,005 | $ | 211,548 | 2.52 | % | $ | 7,472,882 | $ | 144,570 | 1.93 | % | ||||||||||||||||||
| Demand deposits | 3,681,113 | 3,377,352 | 3,463,608 | |||||||||||||||||||||||||||||||||
| Other liabilities | 290,426 | 295,301 | 285,310 | |||||||||||||||||||||||||||||||||
| Stockholders’ equity | 1,735,364 | 1,468,861 | 1,272,333 | |||||||||||||||||||||||||||||||||
| Total liabilities and stockholders’ equity | $ | 15,274,472 | $ | 13,520,519 | $ | 12,494,133 | ||||||||||||||||||||||||||||||
| Net interest income (FTE) | $ | 504,012 | $ | 402,696 | $ | 380,253 | ||||||||||||||||||||||||||||||
| Interest rate spread | 2.90 | % | 2.41 | % | 2.61 | % | ||||||||||||||||||||||||||||||
| Net interest margin (FTE) | 3.59 | % | 3.23 | % | 3.29 | % | ||||||||||||||||||||||||||||||
| Taxable equivalent adjustment | $ | 2,466 | $ | 2,574 | $ | 2,034 | ||||||||||||||||||||||||||||||
| Net interest income | $ | 501,546 | $ | 400,122 | $ | 378,219 |
| Column 1 | Column 2 |
|---|---|
| (1) | Securities are shown at average amortized cost. |
| Column 1 | Column 2 |
|---|---|
| (2) | For purposes of these computations, nonaccrual loans and loans held for sale are included in the average loan balances outstanding. |
| Column 1 | Column 2 |
|---|---|
| (3) | Interest income for tax-exempt securities and loans have been adjusted to an FTE basis using the statutory Federal income tax rate of 21%. |
2025 OPERATING RESULTS AS COMPARED TO 2024 OPERATING RESULTS
Net Interest Income
Net interest income for the year ended December 31, 2025 was $501.5 million, up $101.4 million, or 25.3%, from 2024. The FTE NIM was 3.59% for the year ended December 31,
2025, an increase of 36 bps from 2024. Interest income increased $99.3 million, or 16.2%, as the yield on average interest-earning assets increased 16 bps from 2024 to 5.09%. Average interest-earning assets of $14.03 billion increased $1.58
billion primarily due to the addition of $1.95 billion in interest-earning assets in May 2025 from the Evans acquisition and organic earning asset growth. Interest expense decreased $2.1 million, or 1.0%, for the year ended December 31, 2025 as
compared to the year ended December 31, 2024 driven by interest-bearing deposit costs decreasing 27 bps, lower average balances of short-term borrowings and lower average balances of subordinated debt. The decrease in interest expense was
partially offset by the addition of $1.62 billion in interest-bearing liabilities in May 2025 from the Evans acquisition and organic growth. Included in net interest income was $21.0 million and $10.4 million for the years ended December 31,
2025 and 2024, respectively, of acquisition-related net accretion.
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Analysis of Changes in FTE Net Interest Income
| Increase (Decrease) 2025 over 2024 | Increase (Decrease) 2024 over 2023 | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands) | Volume | Rate | Total | Volume | Rate | Total | ||||||||||||||||||
| Short-term interest-bearing accounts | $ | 7,185 | $ | (818 | ) | $ | 6,367 | $ | (2,068 | ) | $ | 221 | $ | (1,847 | ) | |||||||||
| Securities taxable | 3,826 | 10,530 | 14,356 | (1,784 | ) | 2,196 | 412 | |||||||||||||||||
| Securities tax-exempt | (467 | ) | 82 | (385 | ) | 233 | 825 | 1,058 | ||||||||||||||||
| FRB and FHLB stock | 152 | (714 | ) | (562 | ) | (766 | ) | 70 | (696 | ) | ||||||||||||||
| Loans | 70,935 | 8,503 | 79,438 | 55,771 | 34,723 | 90,494 | ||||||||||||||||||
| Total FTE interest income | $ | 81,631 | $ | 17,583 | $ | 99,214 | $ | 51,386 | $ | 38,035 | $ | 89,421 | ||||||||||||
| Money market deposits | 19,230 | (21,015 | ) | (1,785 | ) | 27,225 | 27,282 | 54,507 | ||||||||||||||||
| Interest-bearing checking deposits | 2,929 | 3,469 | 6,398 | 343 | 4,801 | 5,144 | ||||||||||||||||||
| Savings deposits | 130 | 5,078 | 5,208 | (54 | ) | 138 | 84 | |||||||||||||||||
| Time deposits | 5,437 | (9,872 | ) | (4,435 | ) | 15,016 | 7,556 | 22,572 | ||||||||||||||||
| Federal funds purchased | (421 | ) | (115 | ) | (536 | ) | (634 | ) | 86 | (548 | ) | |||||||||||||
| Repurchase agreements | 481 | 321 | 802 | 349 | 1,159 | 1,508 | ||||||||||||||||||
| Short-term borrowings | (4,521 | ) | (771 | ) | (5,292 | ) | (18,924 | ) | 1,025 | (17,899 | ) | |||||||||||||
| Long-term debt | 285 | 12 | 297 | 214 | 27 | 241 | ||||||||||||||||||
| Subordinated debt, net | (2,780 | ) | 423 | (2,357 | ) | 871 | 285 | 1,156 | ||||||||||||||||
| Junior subordinated debt | 495 | (897 | ) | (402 | ) | - | 213 | 213 | ||||||||||||||||
| Total FTE interest expense | $ | 21,265 | $ | (23,367 | ) | $ | (2,102 | ) | $ | 24,406 | $ | 42,572 | $ | 66,978 | ||||||||||
| Change in FTE net interest income | $ | 60,366 | $ | 40,950 | $ | 101,316 | $ | 26,980 | $ | (4,537 | ) | $ | 22,443 |
Loans and Corresponding Interest and Fees on Loans
The average balance of loans increased by approximately $1.24 billion, or 12.6%, from 2024 to 2025 driven by the Evans acquisition. Excluding the loans acquired from Evans, the increases in
C&I and indirect auto were offset by a reduction in the average balance of residential solar and other consumer loans. The yield on average loans increased from 5.64% in 2024 to 5.73% in 2025, as loans re-priced upward due to the interest
rate environment in 2025. FTE interest income from loans increased 14.3%, from $553.8 million in 2024 to $633.2 million in 2025. This increase was due to the improvement in asset yields and an increase in the average balance of earning assets.
Composition of Loan Portfolio
A summary of the loan portfolio by major categories(1), net of deferred fees and origination costs, for the periods
indicated is as follows:
| December 31, | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands) | 2025 | 2024 | 2023 | 2022 | 2021 | ||||||||||||||
| Commercial & industrial | $ | 1,671,949 | $ | 1,426,358 | $ | 1,353,725 | $ | 1,265,082 | $ | 1,155,240 | |||||||||
| Commercial real estate | 4,798,957 | 3,876,698 | 3,626,910 | 2,807,941 | 2,655,367 | ||||||||||||||
| Paycheck protection program | 25 | 124 | 523 | 949 | 101,222 | ||||||||||||||
| Residential mortgage | 2,537,593 | 2,142,249 | 2,125,804 | 1,649,870 | 1,571,232 | ||||||||||||||
| Home equity | 448,113 | 334,268 | 337,214 | 314,124 | 330,357 | ||||||||||||||
| Indirect auto | 1,340,524 | 1,273,253 | 1,130,132 | 989,587 | 859,454 | ||||||||||||||
| Residential solar | 736,970 | 820,079 | 917,755 | 856,798 | 440,016 | ||||||||||||||
| Other consumer | 63,983 | 96,881 | 158,650 | 265,796 | 385,571 | ||||||||||||||
| Total loans | $ | 11,598,114 | $ | 9,969,910 | $ | 9,650,713 | $ | 8,150,147 | $ | 7,498,459 |
| Column 1 | Column 2 |
|---|---|
| (1) | Loans are summarized by business line which do not align to how the Company assesses credit risk in the allowance for credit losses under CECL. |
Total loans were $11.60 billion and $9.97 billion at December 31, 2025 and 2024, respectively. Period end loans increased by $1.63 billion from December 31, 2024 to December 31, 2025, which included
$1.67 billion of loans acquired from Evans. Excluding the other consumer and residential solar portfolios, which are in a planned run-off status and the loans acquired from Evans, period end loans increased $68.1 million, or 0.7%, from December
31, 2024. From December 31, 2024 to December 31, 2025 C&I loans increased $245.5 million to $1.67 billion; CRE loans increased $922.3 million to $4.80 billion; and total consumer loans increased $460.5 million to $5.13 billion. Total loans
represent approximately 72.5% of assets as of December 31, 2025, as compared to 72.3% as of December 31, 2024.
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Loans in the C&I and CRE portfolios consist primarily of loans extended to small and medium-sized entities. The Company offers a variety of loan products tailored to meet the needs of commercial
customers including term loans, time notes and lines of credit. Such loans are made available to businesses for working capital needs such as inventory and receivables, business expansion, equipment purchases, livestock purchases and seasonal
crop expenses. These loans are typically collateralized by business assets such as equipment, accounts receivable and perishable agricultural products, which are inherently subject to industry price volatility. The Company extends CRE loans to
support real estate transactions, including acquisitions, refinancings, expansions and property improvements to both commercial and agricultural properties. These loans are secured by liens on real estate assets, covering a spectrum of properties
including apartments, commercial structures, healthcare facilities and others, whether occupied by owners or non-owners. Risks associated with the CRE portfolio pertain to the borrowers’ ability to meet interest and principal payments over the
life of the loan, as well as their ability to secure financing upon the loan’s maturity. The Company has a risk management framework that includes rigorous underwriting standards, targeted portfolio stress testing, interest rate sensitivities on
commercial borrowers and comprehensive credit risk monitoring mechanisms. The Company remains vigilant in monitoring market trends, economic indicators and regulatory developments to promptly adapt our risk management strategies as needed.
Within the CRE portfolio, approximately 78% are comprised of Non-Owner Occupied CRE, with the remaining 22% being Owner-Occupied CRE. Non-Owner Occupied CRE includes diverse sectors across the
Company’s markets such as residential rental properties (45%) and office spaces (13%), along with retail, manufacturing, mixed use, hotels and others. As of December 31, 2025 and December 31, 2024, the total CRE construction and development
loans amounted to $405.3 million and $314.8 million, respectively.
Residential mortgage loans consist primarily of loans secured by a first or second mortgage on primary residences. The Company originates both adjustable-rate and fixed-rate, one-to-four-family
residential loans for the construction or purchase of a residential property or refinancing of a mortgage. These loans are collateralized by properties located in the Company’s market area. The Company has never actively participated in
subprime mortgage lending, which has historically been one of the riskiest sectors in the residential housing market. Given the absence of a universally accepted definition of what constitutes “subprime” lending, the Company follows guidance
from the Office of Thrift Supervision and other federal bank regulators (the “Agencies”), as outlined in the “Expanded Guidance for Subprime Lending Programs,” or the Expanded Guidance, issued by the Agencies by press release dated January 31,
2001. As of December 31, 2025, there were $34.1 million in residential construction and development loans included in total loans.
The Company participated in the Small Business Administration’s (“SBA”) Paycheck Protection Program (“PPP”), a guaranteed, forgivable loan program created under the Coronavirus Aid, Relief and
Economic Security Act (“CARES Act”) and the Consolidated Appropriation Act targeted to provide small businesses with support to cover payroll and certain other expenses. Loans made under the PPP are fully guaranteed by the SBA, the guarantee is
backed by the full faith and credit of the United States government. PPP covered loans also afford borrowers forgiveness up to the principal amount of the PPP covered loan, plus accrued interest, if the loan proceeds are used to retain workers
and maintain payroll or to make certain mortgage interest, lease and utility payments, and certain other criteria are satisfied. The SBA will reimburse PPP lenders for any amount of a PPP covered loan that is forgiven, and PPP lenders will not
be held liable for any representations made by PPP borrowers in connection with their requests for loan forgiveness. Lenders receive pre-determined fees for processing and servicing PPP loans. In addition, PPP loans are risk-weighted at zero
percent under the generally applicable Standardized Approach used to calculate risk-weighted assets for regulatory capital purposes.
In 2017, the Company partnered with Sungage Financial, LLC. to offer financing to consumers for solar ownership with the program tailored for delivery through solar installers. Advances of credit
through this business line are to prime borrowers and are subject to the Company’s underwriting standards. Typically, the Company collects fees at origination that are deferred and recognized into interest income over the estimated life of the
loan. Residential solar loans are in a planned-run off status.
The Company offers a variety of consumer loan products including indirect auto, home equity and other consumer loans. Indirect auto loans include indirect installment loans to individuals, which
are primarily secured by automobiles. Although automobile loans have generally been originated through dealers, all applications submitted through dealers are subject to the Company’s normal underwriting and loan approval procedures. Other
consumer loans consist of direct installment loans to individuals most secured by automobiles and other personal property and unsecured consumer loans across a national footprint originated through our relationship with national
technology-driven consumer lending companies that began over 10 years ago beginning with our investment in Springstone Financial LLC (“Springstone”) which was subsequently acquired by LendingClub in 2014. Springstone and LendingClub loans are
in a planned run-off status. In addition to installment loans, the Company also offers personal lines of credit, overdraft protection, home equity lines of credit and second mortgage loans (loans secured by a lien position on one-to-four family
residential mortgage) to finance home improvements, debt consolidation, education and other uses. For home equity loans, consumers are able to borrow up to 85% of the equity in their homes, and are generally tied to Prime with a ten year draw
followed by a fifteen year amortization.
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Loans by Maturity and Interest Rate Sensitivity
The following table presents the maturity distribution and an analysis of loans that have predetermined and floating interest rates. Scheduled repayments are reported in the maturity category in
which the contractual maturity is due. For loans without contractual maturities, classification of maturity is consistent with the policy elections to measure the allowance for credit losses. Specifically, C&I and CRE lines of credit assume
one year maturity for relationships over $1.0 million and five year maturity for relationships under $1.0 million, while home equity line of credits maturities are classified based on their fixed rate conversion date plus five years. C&I
includes PPP and other consumer includes home equity and other consumer loans.
| Remaining Maturity at December 31, 2025 | |||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands) | C&I | CRE | Indirect Auto | Residential Solar | Other Consumer | Residential | Total | ||||||||||||||||||||
| Within one year | $ | 412,824 | $ | 365,777 | $ | 9,165 | $ | 215 | $ | 15,844 | $ | 1,187 | $ | 805,012 | |||||||||||||
| From one to five years | 746,652 | 1,709,153 | 807,880 | 21,188 | 59,675 | 42,170 | 3,386,718 | ||||||||||||||||||||
| From five to fifteen years | 377,015 | 2,386,749 | 523,479 | 231,170 | 420,084 | 391,754 | 4,330,251 | ||||||||||||||||||||
| After fifteen years | 135,483 | 337,278 | - | 484,397 | 16,493 | 2,102,482 | 3,076,133 | ||||||||||||||||||||
| Total | $ | 1,671,974 | $ | 4,798,957 | $ | 1,340,524 | $ | 736,970 | $ | 512,096 | $ | 2,537,593 | $ | 11,598,114 | |||||||||||||
| Interest rate terms on amounts due after one year: | |||||||||||||||||||||||||||
| Fixed | $ | 819,261 | $ | 1,472,132 | $ | 1,331,359 | $ | 736,755 | $ | 155,754 | $ | 2,194,570 | $ | 6,709,831 | |||||||||||||
| Variable | $ | 439,889 | $ | 2,961,048 | $ | - | $ | - | $ | 340,498 | $ | 341,836 | $ | 4,083,271 |
Securities and Corresponding Interest and Dividend Income
The average balance of taxable securities AFS and HTM increased $181.3 million, or 7.9%, from 2024 to 2025. The yield on average taxable securities was 2.43% for 2025 compared to 1.99% in 2024.
The average balance of tax-exempt securities AFS and HTM decreased from $221.3 million in 2024 to $208.1 million in 2025. The FTE yield on tax-exempt securities increased from 3.52% in 2024 to 3.56% in 2025.
The average balance of FRB and FHLB stock increased to $40.1 million in 2025 from $37.8 million in 2024. The yield on investments in FRB and FHLB stock decreased from 7.07% in 2024 to 5.27% in
2025.
Securities Portfolio
| As of December 31, | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | |||||||||||||||||||||
| (In thousands) | Amortized Cost | Fair Value | Amortized Cost | Fair Value | Amortized Cost | Fair Value | |||||||||||||||||
| AFS securities: | |||||||||||||||||||||||
| U.S. treasury | $ | 79,330 | $ | 76,822 | $ | 108,838 | $ | 102,790 | $ | 133,302 | $ | 125,024 | |||||||||||
| Federal agency | 248,312 | 231,276 | 248,348 | 218,517 | 248,384 | 214,740 | |||||||||||||||||
| State & municipal | 90,654 | 86,727 | 95,457 | 87,490 | 96,251 | 86,306 | |||||||||||||||||
| Mortgage-backed | 616,442 | 591,562 | 512,353 | 464,365 | 473,813 | 422,268 | |||||||||||||||||
| Collateralized mortgage obligations | 901,420 | 855,486 | 725,821 | 656,488 | 614,886 | 541,544 | |||||||||||||||||
| Corporate | 22,500 | 20,965 | 48,482 | 45,014 | 48,442 | 40,976 | |||||||||||||||||
| Total AFS securities | $ | 1,958,658 | $ | 1,862,838 | $ | 1,739,299 | $ | 1,574,664 | $ | 1,615,078 | $ | 1,430,858 | |||||||||||
| HTM securities: | |||||||||||||||||||||||
| Federal agency | $ | 100,000 | $ | 89,295 | $ | 100,000 | $ | 83,344 | $ | 100,000 | $ | 82,216 | |||||||||||
| Mortgage-backed | 202,601 | 179,223 | 224,190 | 189,326 | 245,806 | 213,630 | |||||||||||||||||
| Collateralized mortgage obligations | 193,773 | 179,199 | 228,924 | 206,125 | 251,335 | 228,463 | |||||||||||||||||
| State & municipal | 266,382 | 254,860 | 289,807 | 271,150 | 308,126 | 290,215 | |||||||||||||||||
| Total HTM securities | $ | 762,756 | $ | 702,577 | $ | 842,921 | $ | 749,945 | $ | 905,267 | $ | 814,524 |
The Company’s mortgage-backed securities, U.S. agency notes and collateralized mortgage obligations are all guaranteed by Fannie Mae, Freddie Mac, FHLB, Federal Farm Credit Banks or Ginnie Mae
(“GNMA”). GNMA securities are considered similar in credit quality to U.S. Treasury securities, as they are backed by the full faith and credit of the U.S. government. Currently, there are no subprime mortgages in the investment portfolio.
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The following table sets forth information with regard to contractual maturities of debt securities shown in amortized cost ($) and weighted average yield (%) at December 31, 2025.
Weighted-average yields are an arithmetic computation of income (not FTE adjusted) divided by amortized cost. Maturities of mortgage-backed, collateralized mortgage obligations and asset-backed securities are stated based on their estimated
average lives. Actual maturities may differ from estimated average lives or contractual maturities because, in certain cases, borrowers have the right to call or prepay obligations with or without call or prepayment penalties.
| Less than 1 Year | 1 Year to 5 Years | 5 Years to 10 Years | Over 10 Years | Total | ||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in thousands) | $ | % | $ | % | $ | % | $ | % | $ | % | ||||||||||||||||||||||||||||||
| AFS securities: | ||||||||||||||||||||||||||||||||||||||||
| U.S. treasury | $ | 29,975 | 1.85 | % | $ | 49,355 | 1.65 | % | $ | - | - | $ | - | - | $ | 79,330 | 1.72 | % | ||||||||||||||||||||||
| Federal agency | - | - | 245,594 | 1.03 | % | 2,718 | 1.39 | % | - | - | 248,312 | 1.04 | % | |||||||||||||||||||||||||||
| State & municipal | 13,968 | 1.05 | % | 74,139 | 1.43 | % | 2,547 | 1.28 | % | - | - | 90,654 | 1.37 | % | ||||||||||||||||||||||||||
| Mortgage-backed | 953 | 1.71 | % | 104,169 | 1.45 | % | 177,438 | 2.70 | % | 333,882 | 3.42 | % | 616,442 | 2.88 | % | |||||||||||||||||||||||||
| Collateralized mortgage obligations | 37,605 | 3.62 | % | 200,590 | 3.43 | % | 22,635 | 1.64 | % | 640,590 | 3.21 | % | 901,420 | 3.24 | % | |||||||||||||||||||||||||
| Corporate | - | - | 1,000 | 7.91 | % | 21,500 | 3.07 | % | - | - | 22,500 | 3.29 | % | |||||||||||||||||||||||||||
| Total AFS securities | $ | 82,501 | 2.52 | % | $ | 674,847 | 1.91 | % | $ | 226,838 | 2.60 | % | $ | 974,472 | 3.28 | % | $ | 1,958,658 | 2.70 | % | ||||||||||||||||||||
| HTM securities: | ||||||||||||||||||||||||||||||||||||||||
| Federal agency | $ | - | - | $ | 100,000 | 1.11 | % | $ | - | - | $ | - | - | $ | 100,000 | 1.11 | % | |||||||||||||||||||||||
| Mortgage-backed | - | - | 2,816 | 3.46 | % | 11,733 | 4.10 | % | 188,052 | 2.00 | % | 202,601 | 2.14 | % | ||||||||||||||||||||||||||
| Collateralized mortgage obligations | - | - | 59,122 | 3.14 | % | 20,884 | 2.74 | % | 113,767 | 2.66 | % | 193,773 | 2.81 | % | ||||||||||||||||||||||||||
| State & municipal | 91,538 | 3.42 | % | 61,814 | 2.58 | % | 75,628 | 2.02 | % | 37,402 | 1.78 | % | 266,382 | 2.60 | % | |||||||||||||||||||||||||
| Total HTM securities | $ | 91,538 | 3.42 | % | $ | 223,752 | 2.08 | % | $ | 108,245 | 2.38 | % | $ | 339,221 | 2.20 | % | $ | 762,756 | 2.33 | % |
Funding Sources and Corresponding Interest Expense
The Company utilizes traditional deposit products such as time, savings, interest-bearing checking, money market and demand deposits as its primary source for funding. Other sources, such as
short-term FHLB advances, federal funds purchased, securities sold under agreements to repurchase, brokered time deposits and long-term FHLB borrowings are utilized as necessary to support the Company’s growth in assets and to achieve interest
rate sensitivity objectives. The average balance of interest-bearing liabilities totaled $9.57 billion in 2025 and increased $1.19 billion from 2024. The increase was primarily driven by the interest-bearing deposits acquired from Evans
partially offset by a decrease in short-term borrowings and subordinated debt. The rate paid on interest-bearing liabilities decreased from 2.52% in 2024 to 2.19% in 2025. This decrease in rates caused a decrease in interest expense of $2.1
million, or 1.0%, from $211.5 million in 2024 to $209.4 million in 2025.
Deposits
Average interest-bearing deposits increased $1.30 billion, or 16.5%, from 2024 to 2025. Average money market deposits increased $595.2 million, or 18.0%, during 2025 compared to 2024. Average
interest-bearing checking deposits increased $318.5 million, or 19.7%, during 2025 as compared to 2024. The average balance of savings accounts increased $243.4 million, or 15.4%, during 2025 compared to 2024. The average balance of time
deposits increased $146.6 million, or 10.4%, from 2024 to 2025. The average balance of demand deposits increased $303.8 million, or 9.0%, during 2025 compared to 2024. The increase in average balances was primarily due to the $1.86 billion in
deposits acquired from Evans in the second quarter of 2025. The Company’s composition of total deposits is diverse and granular with over 613,000 accounts with an average per account balance of $22,014 as of December 31, 2025.
The rate paid on average interest-bearing deposits was down 27 bps to 2.09% for 2025. The rate paid for MMDA decreased 59 bps to 2.95% from 2024 to 2025. The rate paid for interest-bearing
checking deposits increased from 0.83% in 2024 to 1.02% in 2025. The rate paid for savings deposits increased from 0.05% in 2024 to 0.33% in 2025. The rate paid for time deposits decreased from 3.96% during 2024 to 3.30% during 2025.
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| Years Ended December 31, | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | ||||||||||||||||||||||
| (In thousands) | Average Balance | Yield/Rate | Average Balance | Yield/Rate | Average Balance | Yield/Rate | ||||||||||||||||||
| Demand deposits | $ | 3,681,113 | $ | 3,377,352 | $ | 3,463,608 | ||||||||||||||||||
| Money market deposits | 3,903,585 | 2.95 | % | 3,308,433 | 3.54 | % | 2,418,450 | 2.58 | % | |||||||||||||||
| Interest-bearing checking deposits | 1,935,912 | 1.02 | % | 1,617,456 | 0.83 | % | 1,555,414 | 0.53 | % | |||||||||||||||
| Savings deposits | 1,823,884 | 0.33 | % | 1,580,517 | 0.05 | % | 1,715,749 | 0.04 | % | |||||||||||||||
| Time deposits | 1,555,058 | 3.30 | % | 1,408,410 | 3.96 | % | 1,006,867 | 3.30 | % | |||||||||||||||
| Total interest-bearing deposits | $ | 9,218,439 | 2.09 | % | $ | 7,914,816 | 2.36 | % | $ | 6,696,480 | 1.56 | % |
The following table presents the estimated amounts of uninsured deposits based on the same methodologies and assumptions used for the bank regulatory reporting:
| As of December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands) | 2025 | 2024 | 2023 | ||||||||
| Estimated amount of uninsured deposits | $ | 5,862,417 | $ | 4,731,363 | $ | 4,077,186 |
The following table presents the maturity distribution of time deposits of $250,000 or more:
| (In thousands) | December 31, 2025 | ||
|---|---|---|---|
| Portion of time deposits in excess of insurance limit | $ | 332,936 | |
| Time deposits otherwise uninsured with a maturity of: | |||
| Within three months | $ | 183,739 | |
| After three but within six months | 103,200 | ||
| After six but within twelve months | 20,854 | ||
| Over twelve months | 25,143 |
Borrowings
Average federal funds purchased decreased to $4.1 million in 2025. The rate paid on federal funds purchased was 4.50% in 2025. Average repurchase agreements increased to $114.8 million in 2025
from $95.9 million in 2024. The average rate paid on repurchase agreements increased from 2.35% in 2024 to 2.66% in 2025. Average short-term borrowings decreased to $8.7 million in 2025 from $104.0 million in 2024. The average rate paid on
short-term borrowings decreased from 5.48% in 2024 to 4.62% in 2025. Average long-term debt increased from $29.7 million in 2024 to $36.9 million in 2025. The average balance of junior subordinated debt increased from $101.2 million in 2024 to
$108.1 million in 2025. The average rate paid for junior subordinated debt in 2025 was 6.59%, down from 7.44% in 2024.
Total short-term borrowings consist of federal funds purchased, securities sold under repurchase agreements, which generally represent overnight borrowing transactions and other short-term
borrowings, primarily FHLB advances, with original maturities of one year or less. The Company has unused lines of credit with the FHLB and access to brokered deposits available for short-term financing. Those sources totaled approximately
$4.38 billion and $3.46 billion at December 31, 2025 and 2024, respectively. Securities collateralizing repurchase agreements are held in safekeeping by nonaffiliated financial institutions and are under the Company’s control. Long-term debt,
which is comprised primarily of FHLB advances, are collateralized by the FHLB stock owned by the Company, certain of its mortgage-backed securities and a blanket lien on its residential mortgage loans.
On June 23, 2020, the Company issued $100.0 million of 5.00% fixed-to-floating rate subordinated notes due 2030. The subordinated notes, which qualified as Tier 2 capital, bore interest at an annual
rate of 5.00%, payable semi-annually in arrears commencing on January 1, 2021, and a floating rate of interest equivalent to the three-month SOFR plus a spread of 4.85%, payable quarterly in arrears commencing on October 1, 2025. The subordinated
notes issuance costs of $2.2 million were amortized on a straight-line basis into interest expense over five years. The Company repurchased $2.0 million of the subordinated notes in 2022 at a discount of $0.1 million. On July 1, 2025, the Company
redeemed these subordinated notes in full using existing liquidity sources.
The subordinated notes assumed in connection with the Salisbury acquisition included $25.0 million of 3.50% fixed-to-floating rate subordinated notes due 2031. The subordinated notes, which
qualified as Tier 2 capital, bore interest at an annual rate of 3.50%, payable quarterly in arrears commencing on June 30, 2021, and a floating rate of interest equivalent to the three-month SOFR plus a spread of 2.80%, payable quarterly in
arrears commencing on June 30, 2026. As of the acquisition date, the fair value discount was $3.0 million, which will be amortized into interest expense over the expected call or maturity date.
Subordinated notes assumed in connection with the Evans acquisition included $20.0 million of 6.00% fixed-to-floating rate subordinated notes due 2030. The subordinated notes, which qualified as
Tier 2 capital, bore interest at an annual rate of 6.00%, payable semi-annually in arrears commencing on January 15, 2021, and a floating rate of interest equivalent to the three-month SOFR plus a spread of 5.90%, payable quarterly in arrears
commencing on July 15, 2025. On July 15, 2025, the Company redeemed these subordinated notes in full using existing liquidity sources.
As of December 31, 2025 and December 31, 2024 the subordinated debt net of unamortized issuance costs and fair value discount was $24.5 million and $121.2 million, respectively.
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Noninterest Income
Noninterest income is a significant source of revenue for the Company and an important factor in the Company’s results of operations. The following table sets forth information by category of
noninterest income for the years indicated:
| Years Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands) | 2025 | 2024 | 2023 | |||||||||
| Service charges on deposit account | $ | 19,067 | $ | 17,087 | $ | 15,425 | ||||||
| Card services income | 23,988 | 22,331 | 20,829 | |||||||||
| Retirement plan administration fees | 61,585 | 56,587 | 47,221 | |||||||||
| Wealth management | 44,755 | 41,641 | 34,763 | |||||||||
| Insurance services | 18,035 | 17,032 | 15,667 | |||||||||
| Bank owned life insurance income | 12,393 | 8,325 | 6,750 | |||||||||
| Net securities gains (losses) | 148 | 2,789 | (9,315 | ) | ||||||||
| Other | 15,522 | 11,032 | 10,838 | |||||||||
| Total noninterest income | $ | 195,493 | $ | 176,824 | $ | 142,178 |
Noninterest income for the year ended December 31, 2025 was $195.5 million, up $18.7 million, or 10.6%, from the year ended December 31, 2024. Excluding net securities gains (losses), noninterest income for the
year ended December 31, 2025 was $195.3 million, up $21.3 million, or 12.2%, from the year ended December 31, 2024. The increase from the prior year was primarily due to an increase in retirement plan administration
fees, wealth management fees and bank owned life insurance income. The increase in retirement plan administration fees was driven by higher market values of assets under administration, organic growth and the acquisition of a small TPA business
in the fourth quarter of 2024. The increase in wealth management fees was driven by market performance and growth in new customer accounts. Bank owned life insurance income increased due to $2.7 million in additional gains recognized in 2025.
Service charges on deposit accounts, card services income and other noninterest income increased from 2024 primarily due to the Evans acquisition. Included in other noninterest income for the year ended December 31, 2025 was a $0.6 million gain
related to the finalization of a third-party contractual arrangement.
In the first quarter of 2023, the Company incurred a $5.0 million securities loss on the write-off of an AFS subordinated debt investment of a failed financial institution. In the first quarter of
2024, the Company sold the previously written-off subordinated debt security and recognized a gain of $2.3 million. In the second quarter of 2023, the Company incurred a $4.5 million securities loss on the sale of two subordinated debt securities
held in the AFS portfolio. In the fourth quarter of 2023 the Company recorded a full $4.8 million impairment of its minority interest equity investment in a provider of financial and technology services to residential solar equipment installers
due to the uncertainty in the realizability of the investment in other noninterest expense in the consolidated statements of income.
Noninterest Expense
Noninterest expenses are also an important factor in the Company’s results of operations. The following table sets forth the major components of noninterest expense for the years indicated:
| Years Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands) | 2025 | 2024 | 2023 | ||||||||
| Salaries and employee benefits | $ | 257,478 | $ | 232,487 | $ | 194,250 | |||||
| Technology and data services | 44,025 | 39,139 | 38,163 | ||||||||
| Occupancy | 36,385 | 31,309 | 28,408 | ||||||||
| Professional fees and outside services | 21,740 | 19,132 | 17,601 | ||||||||
| Office supplies and postage | 8,095 | 7,525 | 6,917 | ||||||||
| FDIC assessment | 7,889 | 6,765 | 6,257 | ||||||||
| Marketing | 4,013 | 3,386 | 3,054 | ||||||||
| Amortization of intangible assets | 11,944 | 8,443 | 4,734 | ||||||||
| Loan collection and other real estate owned, net | 2,648 | 2,505 | 2,618 | ||||||||
| Acquisition expenses | 19,526 | 1,531 | 9,978 | ||||||||
| Other | 31,598 | 25,659 | 29,684 | ||||||||
| Total noninterest expense | $ | 445,341 | $ | 377,881 | $ | 341,664 |
Noninterest expense for the year ended December 31, 2025 was $445.3 million, up $67.5 million, or 17.9%, from the year ended December 31, 2024. Excluding acquisition expenses, noninterest expense
for the year ended December 31, 2025 was $425.8 million, up $49.5 million, or 13.1%, from the year ended December 31, 2024. The increase from the prior year was driven by higher salaries and employee benefits due to the Evans acquisition, merit
pay increases, higher incentive compensation expenses and higher medical expenses and other benefit costs. The increase in technology and data services was driven by the Evans acquisition and ongoing investment in enterprise technology
initiatives. Occupancy expense was impacted by additional expenses from the Evans acquisition, higher utilities and higher facilities costs related to new branch banking locations. Professional fees and outside services increased from the prior
year primarily due to the Evans acquisition. In addition, the increase in amortization of intangible assets was due to the amortization of the core deposit intangible asset related to the Evans acquisition.
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Income Taxes
We calculate our current and deferred tax provision based on estimates and assumptions that could differ from the actual results reflected in income tax returns filed during the subsequent year.
Adjustments based on filed returns are recorded when identified, which is generally in the fourth quarter of the subsequent year for U.S. federal and state provisions.
The amount of income taxes the Company pays is subject at times to ongoing audits by U.S. federal and state tax authorities, which may result in proposed assessments. Future results may include
favorable or unfavorable adjustments to the estimated tax liabilities in the period the assessments are proposed or resolved or when statutes of limitations on potential assessments expire. As a result, the Company’s effective tax rate may
fluctuate significantly on a quarterly or annual basis.
Income tax expense for the year ended December 31, 2025 was $50.2 million, up $11.4 million, or 29.3%, from the year ended December 31, 2024. The effective tax rate was 22.9% in 2025 and was 21.6% in 2024. The
increase in the effective tax rate from 2024 was primarily due to the higher level of pretax income and the impact of certain nondeductible acquisition expenses related to the Evans acquisition.
On July 4, 2025, the One Big Beautiful Bill Act (the “Bill”) was enacted into law. The significant provisions of the Bill include the permanent extension and modification of certain provisions of
the Tax Cuts and Jobs Act, including international tax provisions. The Bill also imposes a floor on tax deductions taken on charitable contributions. The legislation has multiple effective dates, with certain provisions effective in 2025 and
others implemented in later years. The provisions of the Bill are not expected to have a material impact on our consolidated financial statements.
Risk Management – Credit Risk
Credit risk is managed through a network of loan officers, credit committees, loan policies and oversight from senior credit officers and the Board. Management follows a policy of continually
identifying, analyzing and grading credit risk inherent in each loan portfolio. An ongoing independent review of individual credits in the commercial loan portfolio is performed by the independent loan review function. These components of the
Company’s underwriting and monitoring functions are critical to the timely identification, classification and resolution of problem credits.
Allowance for Credit Losses
Management considers the accounting policy relating to the allowance for credit losses to be a critical estimate given the degree of judgment exercised in evaluating the level of the allowance
required to estimate expected credit losses over the expected contractual life of our loan portfolio and the material effect that such judgments can have on the consolidated results of operations.
The CECL methodology requires an estimate of the credit losses expected over the life of a loan (or pool of loans). The allowance for credit losses is a valuation account that is deducted from, or
added to, the loans’ amortized cost basis to present the net, lifetime amount expected to be collected on the loans. Loan losses are charged off against the allowance when management believes a loan balance is confirmed to be uncollectible.
Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off.
Required additions or reductions to the allowance for credit losses are made periodically by charges or credits to the provision for loan losses. These are necessary to maintain the allowance at a
level which management believes is reasonably reflective of the overall loss expected over the contractual life of the loan portfolio, adjusted for expected prepayments and curtailments. While management uses available information to recognize
losses on loans, additions or reductions to the allowance may fluctuate from one reporting period to another. These fluctuations are reflective of changes in risk associated with portfolio content and/or changes in management’s assessment of
any or all of the determining factors discussed above. Management considers the allowance for credit losses to be appropriate based on evaluation and analysis of the loan portfolio.
Management estimates the allowance for credit losses using relevant available information, from internal and external sources, related to past events, current conditions, and reasonable and
supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. Company historical loss experience was supplemented with peer information when there was insufficient loss data for the
Company. Significant management judgment is required at each point in the measurement process.
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The allowance for credit losses is measured on a collective (pool) basis, with both a quantitative and qualitative analysis that is applied on a quarterly basis, when similar risk characteristics
exist. The respective quantitative allowance for each segment is measured using an econometric, discounted PD and LGD modeling methodology in which distinct, segment-specific multi-variate regression models are applied to multiple,
probabilistically weighted external economic forecasts. Under the discounted cash flows methodology, expected credit losses are estimated over the effective life of the loans by measuring the difference between the net present value of modeled
cash flows and amortized cost basis. After quantitative considerations, management applies additional qualitative adjustments so that the allowance for credit loss is reflective of the estimate of lifetime losses that exist in the loan
portfolio as of the balance sheet date.
Portfolio segment is defined as the level at which an entity develops and documents a systematic methodology to determine its allowance for credit losses. Consistent with CECL guidance, management
has pooled loans with similar risk characteristics and identified segments for estimating loss based on type of borrower and collateral which is generally based upon federal call report segmentation and have been combined or subsegmented as
needed to ensure loans of similar risk profiles are appropriately pooled.
During the first quarter of 2025, the Company performed an annual update to its econometric, PD/LGD models. Segment specific, multi-variate regression model inputs and assumptions were updated and
recent period observed losses and behavior were incorporated into the models (“model refreshment”). The incorporation of recent observations did not have a material impact on most loan class segments except for the Auto class segment which
resulted in an improvement in PD/LGD outcomes. The total allowance decreased by approximately 3% as of March 31, 2025 due to the model refreshment. Starting in the second quarter of 2025, the Company included an additional downside scenario with
stagflation conditions, which is characterized as an economic environment where inflation rises alongside unemployment. Stagflation was identified as an emerging risk as tariff policies impacted the economy.
Additional information about our Allowance for Credit Losses is included in Notes 1 and 6 to the consolidated financial statements as well as in the “Critical Accounting Estimates” section of the
Management’s Discussion and Analysis of Financial Condition and Results of Operations. The Company’s management considers the allowance for credit losses to be appropriate based on evaluation and analysis of the loan portfolio.
Beginning January 1, 2023, the Company adopted ASU 2022-02 Financial Instruments - CECL Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures (“ASU 2022-02”), which resulted in
an insignificant change to the Company’s methodology for estimating the allowance for credit losses on TDRs since December 31, 2022. The January 1, 2023 decrease in allowance for credit loss on TDR loans relating to adoption of ASU 2022-02 was
$0.6 million, which increased retained earnings by $0.5 million and decreased the deferred tax asset by $0.1 million.
The allowance for credit losses totaled $138.0 million at December 31, 2025, compared to $116.0 million at December 31, 2024. The allowance for credit losses as a percentage of loans was 1.19% at
December 31, 2025, compared to 1.16% at December 31, 2024. The increase in the allowance for credit losses from December 31, 2024 to December 31, 2025 was primarily due to the recording of $20.7 million of allowance for acquired Evans loans as of
the acquisition date, which included both $13.0 million of non-PCD allowance recognized through the provision for loan losses and the $7.7 million of PCD allowance reclassified from loans. In addition, the allowance for credit losses increased
due to deterioration in the economic forecast including the change in the forecast scenarios and weightings, partially offset by the shift in loan composition driven by other consumer and residential solar portfolios that are in a planned run-off
status.
The allowance for credit losses as of December 31, 2023 incorporates the recording of $14.5 million of allowance for acquired Salisbury loans as of the acquisition date, which included both the
$8.8 million of non-PCD allowance recognized through the provision for loan losses and the $5.8 million of PCD allowance reclassified from loans.
The allowance for credit losses was 266.81% of nonperforming loans at December 31, 2025 as compared to 224.73% at December 31, 2024.
The provision for loan losses was $32.3 million for the year ended December 31, 2025, compared to $19.6 million for the year ended December 31, 2024. Provision expense increased from the prior year
primarily due to the $13.0 million of acquisition-related provision for loan losses for non-PCD loans acquired from Evans and a deterioration in economic forecasts. Net charge-offs totaled $18.0 million for 2025 and 2024. Net charge-offs to
average loans was 16 bps for 2025 compared to 18 bps for 2024.
| (Dollars in thousands) | 2025 | 2024 | 2023 | 2022 | 2021 | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance at January 1(1) | $ | 116,000 | $ | 114,400 | $ | 100,152 | $ | 92,000 | $ | 110,000 | ||||||||||
| Loans charged-off: | ||||||||||||||||||||
| Commercial | 4,801 | 5,042 | 4,154 | 1,870 | 4,638 | |||||||||||||||
| Residential | 916 | 211 | 517 | 633 | 979 | |||||||||||||||
| Consumer(2) | 19,492 | 20,475 | 22,107 | 16,140 | 14,489 | |||||||||||||||
| Total loans charged-off | $ | 25,209 | $ | 25,728 | $ | 26,778 | $ | 18,643 | $ | 20,106 | ||||||||||
| Recoveries: | ||||||||||||||||||||
| Commercial | $ | 893 | $ | 839 | $ | 3,625 | $ | 2,430 | $ | 723 | ||||||||||
| Residential | 345 | 415 | 496 | 852 | 1,069 | |||||||||||||||
| Consumer(2) | 5,991 | 6,467 | 5,859 | 7,014 | 8,571 | |||||||||||||||
| Total recoveries | $ | 7,229 | $ | 7,721 | $ | 9,980 | $ | 10,296 | $ | 10,363 | ||||||||||
| Net loans charged-off | $ | 17,980 | $ | 18,007 | $ | 16,798 | $ | 8,347 | $ | 9,743 | ||||||||||
| Allowance for credit loss on PCD acquired loans | $ | 7,726 | $ | - | $ | 5,772 | $ | - | $ | - | ||||||||||
| Provision for loan losses | 32,254 | 19,607 | 25,274 | 17,147 | (8,257 | ) | ||||||||||||||
| Balance at December 31 | $ | 138,000 | $ | 116,000 | $ | 114,400 | $ | 100,800 | $ | 92,000 | ||||||||||
| Allowance for loan losses to loans outstanding at end of year | 1.19 | % | 1.16 | % | 1.19 | % | 1.24 | % | 1.23 | % | ||||||||||
| Net charge-offs to average loans outstanding | 0.16 | % | 0.18 | % | 0.19 | % | 0.11 | % | 0.13 | % | ||||||||||
| Commercial net charge-offs to average loans outstanding | 0.04 | % | 0.04 | % | 0.01 | % | (0.01 | )% | 0.05 | % | ||||||||||
| Residential net charge-offs to average loans outstanding | 0.01 | % | - | - | - | - | ||||||||||||||
| Consumer net charge-offs to average loans outstanding | 0.12 | % | 0.14 | % | 0.18 | % | 0.12 | % | 0.08 | % |
| Column 1 | Column 2 |
|---|---|
| (1) | 2023 includes an adjustment of $0.6 million as a result of the January 1, 2023, adoption of ASU 2022-02. |
| Column 1 | Column 2 |
|---|---|
| (2) | Consumer charge-off and recoveries include consumer and home equity. |
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Nonperforming Assets
Nonperforming assets consist of nonaccrual loans, loans over 90 days past due and still accruing, troubled loans modifications, OREO and nonperforming securities. Loans are generally placed on
nonaccrual when principal or interest payments become 90 days past due, unless the loan is well secured and in the process of collection. Loans may also be placed on nonaccrual when circumstances indicate that the borrower may be unable to meet
the contractual principal or interest payments. The threshold for evaluating commercial loans risk graded substandard or doubtful, and nonperforming loans specifically evaluated for individual credit loss is $1.0 million. OREO represents
property acquired through foreclosure and is valued at the lower of the carrying amount or fair value, less any estimated disposal costs.
| As of December 31, | ||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in thousands) | 2025 | % | 2024 | % | 2023 | % | 2022 | % | 2021 | % | ||||||||||||||||||||||||||||||
| Nonaccrual loans: | ||||||||||||||||||||||||||||||||||||||||
| Commercial | $ | 19,934 | 45 | % | $ | 32,144 | 70 | % | $ | 21,567 | 63 | % | $ | 7,664 | 44 | % | $ | 15,942 | 53 | % | ||||||||||||||||||||
| Residential | 21,264 | 47 | % | 10,464 | 23 | % | 9,632 | 28 | % | 4,835 | 28 | % | 8,862 | 29 | % | |||||||||||||||||||||||||
| Consumer | 3,093 | 7 | % | 2,529 | 6 | % | 2,566 | 8 | % | 1,667 | 10 | % | 1,511 | 5 | % | |||||||||||||||||||||||||
| Troubled loan modifications(1) | 301 | 1 | % | 682 | 1 | % | 448 | 1 | % | 3,067 | 18 | % | 3,970 | 13 | % | |||||||||||||||||||||||||
| Total nonaccrual loans | $ | 44,592 | 100 | % | $ | 45,819 | 100 | % | $ | 34,213 | 100 | % | $ | 17,233 | 100 | % | $ | 30,285 | 100 | % | ||||||||||||||||||||
| Loans over 90 days past due and still accruing: | ||||||||||||||||||||||||||||||||||||||||
| Commercial | $ | 2,220 | 31 | % | $ | - | - | $ | 1 | - | $ | 4 | - | $ | - | - | ||||||||||||||||||||||||
| Residential | 2,366 | 33 | % | 2,411 | 42 | % | 554 | 15 | % | 771 | 20 | % | 808 | 33 | % | |||||||||||||||||||||||||
| Consumer | 2,545 | 36 | % | 3,387 | 58 | % | 3,106 | 85 | % | 3,048 | 80 | % | 1,650 | 67 | % | |||||||||||||||||||||||||
| Total loans over 90 days past due and still accruing | $ | 7,131 | 100 | % | $ | 5,798 | 100 | % | $ | 3,661 | 100 | % | $ | 3,823 | 100 | % | $ | 2,458 | 100 | % | ||||||||||||||||||||
| Total nonperforming loans | $ | 51,723 | $ | 51,617 | $ | 37,874 | $ | 21,056 | $ | 32,743 | ||||||||||||||||||||||||||||||
| OREO | 402 | 182 | - | 105 | 167 | |||||||||||||||||||||||||||||||||||
| Total nonperforming assets | $ | 52,125 | $ | 51,799 | $ | 37,874 | $ | 21,161 | $ | 32,910 | ||||||||||||||||||||||||||||||
| Total nonaccrual loans to total loans | 0.38 | % | 0.46 | % | 0.35 | % | 0.21 | % | 0.40 | % | ||||||||||||||||||||||||||||||
| Total nonperforming loans to total loans | 0.45 | % | 0.52 | % | 0.39 | % | 0.26 | % | 0.44 | % | ||||||||||||||||||||||||||||||
| Total nonperforming assets to total assets | 0.33 | % | 0.38 | % | 0.28 | % | 0.18 | % | 0.27 | % | ||||||||||||||||||||||||||||||
| Total allowance for loan losses to nonperforming loans | 266.81 | % | 224.73 | % | 302.05 | % | 478.72 | % | 280.98 | % | ||||||||||||||||||||||||||||||
| Total allowance for loan losses to nonaccrual loans | 309.47 | % | 253.17 | % | 334.38 | % | 584.92 | % | 303.78 | % |
| Column 1 | Column 2 |
|---|---|
| (1) | TDRs prior to adoption of ASU 2022-02. |
Total nonperforming assets were $52.1 million at December 31, 2025, compared to $51.8 million at December 31, 2024. Nonperforming loans at December 31, 2025 were $51.7 million or 0.45% of total
loans, compared with $51.6 million or 0.52% of total loans at December 31, 2024. The increase in nonperforming assets from the prior year was primarily attributable to the addition of nonperforming loans acquired from the Evans acquisition, an
increase in loans 90 days or more past due and an increase in OREO, partially offset by a decrease in nonaccrual loans. Total nonaccrual loans were $44.6 million or 0.38% of total loans at December 31, 2025, compared to $45.8 million or 0.46%
of total loans at December 31, 2024. Past due loans as a percentage of total loans was 0.38% at December 31, 2025, up from 0.34% of total loans at December 31, 2024.
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In addition to nonperforming loans discussed above, the Company has also identified approximately $271.8 million in potential problem loans at December 31, 2025, as compared to $116.1 million at
December 31, 2024. Potential problem loans are loans that are currently performing, with a possibility of loss if weaknesses are not corrected. Such loans may need to be disclosed as nonperforming at some time in the future. Potential problem
loans are classified by the Company’s loan rating system as “substandard.” The increase in potential problem loans at December 31, 2025, compared to December 31, 2024 is primarily due to the addition of $60.5 million in acquired commercial
loans from Evans during the second quarter of 2025 and the net migration of commercial loan balances to substandard, the majority of which are adequately secured by the underlying real estate collateral. The increase in potential problem loans
is due to a convergence of macroeconomic pressures, post-pandemic credit normalization, higher interest rate repricing, and structural shifts in key industries. Management cannot predict the extent to which economic conditions may worsen or
other factors, which may impact borrowers and the potential problem loans. Accordingly, there can be no assurance that other loans will not become over 90 days past due, be placed on nonaccrual, become troubled loans modifications or require
increased allowance coverage and provision for loan losses. To mitigate this risk the Company maintains a diversified loan portfolio, has no significant concentration in any particular industry and originates loans primarily within its
footprint.
Allocation of the Allowance for Loan Losses
| December 31, | ||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | 2022 | 2021 | ||||||||||||||||||||||||||||||||||||
| (Dollars in thousands) | Allowance | Category Percent of Loans | Allowance | Category Percent of Loans | Allowance | Category Percent of Loans | Allowance | Category Percent of Loans | Allowance | Category Percent of Loans | ||||||||||||||||||||||||||||||
| Commercial | $ | 61,725 | 54 | % | $ | 45,453 | 51 | % | $ | 45,903 | 50 | % | $ | 34,722 | 48 | % | $ | 28,941 | 51 | % | ||||||||||||||||||||
| Residential | 33,692 | 28 | % | 26,560 | 27 | % | 22,070 | 27 | % | 15,127 | 26 | % | 18,806 | 27 | % | |||||||||||||||||||||||||
| Consumer | 42,583 | 18 | % | 43,987 | 22 | % | 46,427 | 23 | % | 50,951 | 26 | % | 44,253 | 22 | % | |||||||||||||||||||||||||
| Total | $ | 138,000 | 100 | % | $ | 116,000 | 100 | % | $ | 114,400 | 100 | % | $ | 100,800 | 100 | % | $ | 92,000 | 100 | % |
Allowance for Credit Losses on Off-Balance Sheet Credit Exposures
The Company estimates expected credit losses over the contractual period in which the Company has exposure to credit risk via a contractual obligation to extend credit, unless that obligation is
unconditionally cancellable by the Company. The allowance for losses on off-balance sheet credit exposures is adjusted as an expense in other noninterest expense. The estimate includes consideration of the likelihood that funding will occur and
an estimate of expected credit losses on commitments expected to be funded over their estimated lives. The allowance for credit losses on unfunded commitments totaled $5.8 million as of December 31, 2025, compared to $4.4 million as of December
31, 2024. December 31, 2025 included $0.5 million of acquisition-related provision for unfunded loan commitments. The increase from prior year was primarily related to increases in pipeline exposure and the Evans acquisition.
Liquidity Risk
Liquidity risk arises from the possibility that the Company may not be able to satisfy current or future financial commitments or may become unduly reliant on alternate funding sources. The
objective of liquidity management is to ensure the Company can fund balance sheet growth, meet the cash flow requirements of depositors wanting to withdraw funds or borrowers needing assurance that sufficient funds will be available to meet
their credit needs. ALCO is responsible for liquidity management and has developed guidelines, which cover all assets and liabilities, as well as off-balance sheet items that are potential sources or uses of liquidity. Liquidity policies must
also provide the flexibility to implement appropriate strategies, along with regular monitoring of liquidity and testing of the contingent liquidity plan. Requirements change as loans grow, deposits and securities mature and payments on
borrowings are made. Liquidity management includes a focus on interest rate sensitivity management with a goal of avoiding widely fluctuating net interest margins through periods of changing economic conditions. Loan repayments and maturing
investment securities are a relatively predictable source of funds. However, deposit flows, calls of investment securities and prepayments of loans and mortgage-related securities are strongly influenced by interest rates, the housing market,
general and local economic conditions, and competition in the marketplace. Management continually monitors marketplace trends to identify patterns that might improve the predictability of the timing of deposit flows or asset prepayments.
The primary liquidity measurement the Company utilizes is called “Basic Surplus,” which captures the adequacy of its access to reliable sources of cash relative to the stability of its funding mix
of average liabilities. This approach recognizes the importance of balancing levels of cash flow liquidity from short and long-term securities with the availability of dependable borrowing sources, which can be accessed when necessary. At
December 31, 2025, the Company’s Basic Surplus measurement was 18.7% of total assets, or $2.98 billion, as compared to the December 31, 2024 Basic Surplus of 17.0%, or $2.34 billion, and was above the Company’s minimum of 5% (calculated at
$799.8 million and $689.3 million of period end total assets as of December 31, 2025 and December 31, 2024, respectively) set forth in its liquidity policies.
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At December 31, 2025 and 2024, FHLB advances outstanding totaled $43.0 million and $45.6 million, respectively. At December 31, 2025 and 2024, the Bank had $353.0 million and $199.0 million,
respectively, of collateral encumbered by municipal letters of credit. The Bank is a member of the FHLB system and had additional borrowing capacity from the FHLB of approximately $2.10 billion at December 31, 2025 and $1.71 billion at December
31, 2024. In addition, unpledged securities could have been used to increase borrowing capacity at the FHLB by an additional $1.11 billion and $957.3 million at December 31, 2025 and 2024, respectively, or used to collateralize other
borrowings, such as repurchase agreements. The Company also has the ability to issue brokered time deposits and to borrow against established borrowing facilities with other banks (federal funds), which could provide additional liquidity of
$2.53 billion and $2.01 billion at December 31, 2025 and December 31, 2024, respectively. In addition, the Bank has a “Borrower-in-Custody” program with the FRB with the addition of the ability to pledge automobile and residential solar loans
as collateral. At December 31, 2025 and 2024, the Bank had the capacity to borrow $1.18 billion and $1.13 billion, respectively, from this program. The Company’s internal policies authorize borrowing up to 25% of assets. Under this policy,
remaining available borrowing capacity totaled $3.94 billion at December 31, 2025 and $3.38 billion at December 31, 2024.
This Basic Surplus approach enables the Company to appropriately manage liquidity from both operational and contingency perspectives. By tempering the need for cash flow liquidity with reliable
borrowing facilities, the Company is able to operate with a more fully invested and, therefore, higher interest income generating securities portfolio. The makeup and term structure of the securities portfolio is, in part, impacted by the
overall interest rate sensitivity of the balance sheet. Investment decisions and deposit pricing strategies are impacted by the liquidity position. The Company considers its Basic Surplus position to be strong. However, certain events may
adversely impact the Company’s liquidity position in 2026. While short-term interest rates have declined, they remain elevated relative to recent history, which could result in deposit declines as depositors have alternative opportunities for
yield on their excess funds. In the current economic environment, draws against lines of credit could drive asset growth higher. Disruptions in wholesale funding markets could spark increased competition for deposits. These scenarios could lead
to a decrease in the Company’s Basic Surplus measure below the minimum policy level of 5%. Note, enhanced liquidity monitoring was put in place to quickly respond to the changing environment during the pandemic including increasing the
frequency of monitoring and adding additional sources of liquidity. While the pandemic has come to an end, this enhanced monitoring continues as elevated interest rates and the bank failures of 2023 have led to a deposit decline in the banking
system and increased volatility to liquidity risk.
At December 31, 2025, a portion of the Company’s loans and securities were pledged as collateral on borrowings. Therefore, once on-balance sheet liquidity is reduced, future growth of earning
assets will depend upon the Company’s ability to obtain additional funding, through growth of core deposits and collateral management and may require further use of brokered time deposits or other higher cost borrowing arrangements.
Net cash flows provided by operating activities totaled $235.2 million and $188.6 million in 2025 and 2024, respectively. The critical elements of net operating cash flows include net income,
adjusted for non-cash income and expense items such as the provision for loan losses, deferred income tax expense, depreciation and amortization and cash flows generated through changes in other assets and liabilities.
Net cash flows provided by investing activities totaled $169.1 million in 2025 and net cash flows used in investing activities totaled $399.2 million in 2024. Critical elements of investing
activities are loan and investment securities transactions.
Net cash flows used in financing activities totaled $201.2 million in 2025 and net cash flows provided by financing activities totaled $289.5 million in 2024. The critical elements of financing
activities are proceeds from deposits, borrowings and stock issuance. In addition, financing activities are impacted by dividends and treasury stock transactions.
Commitments to Extend Credit
The Company makes contractual commitments to extend credit, which include unused lines of credit, which are subject to the Company’s credit approval and monitoring procedures. At December 31, 2025
and 2024, commitments to extend credit in the form of loans, including unused lines of credit, amounted to $3.40 billion and $2.84 billion, respectively. In the opinion of management, there are no material commitments to extend credit,
including unused lines of credit that represent unusual risks. All commitments to extend credit in the form of loans, including unused lines of credit, expire within one year.
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Standby Letters of Credit
The Company does not issue any guarantees that would require liability-recognition or disclosure, other than its standby letters of credit. The Company guarantees the obligations or performance of
customers by issuing standby letters of credit to third-parties. These standby letters of credit are generally issued in support of third-party debt, such as corporate debt issuances, industrial revenue bonds and municipal securities. The risk
involved in issuing standby letters of credit is essentially the same as the credit risk involved in extending loan facilities to customers and letters of credit are subject to the same credit origination, portfolio maintenance and management
procedures in effect to monitor other credit and off-balance sheet products. Typically, these instruments have one year expirations with an option to renew upon annual review; therefore, the total amounts do not necessarily represent future
cash requirements. At December 31, 2025 and 2024, standby letters of credit were $58.5 million and $50.8 million, respectively. As of December 31, 2025 and 2024, the fair value of the Company’s standby letters of credit was not significant. The
following table sets forth the commitment expiration period for standby letters of credit at:
| (In thousands) | December 31, 2025 | ||
|---|---|---|---|
| Within one year | $ | 44,187 | |
| After one but within three years | 12,592 | ||
| After three but within five years | 1,398 | ||
| After five years | 323 | ||
| Total | $ | 58,500 |
Interest Rate Swaps
The Company records all derivatives on the consolidated balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative,
whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting.
When the Company purchases or sells a portion of a commercial loan that has an existing interest rate swap, it may enter into a risk participation agreement to provide credit protection to the
financial institution that originated the swap transaction should the borrower fail to perform on its obligation. The Company enters into both risk participation agreements in which it purchases credit protection from other financial
institutions and those in which it provides credit protection to other financial institutions. Any fee paid to the Company under a risk participation agreement is in consideration of the credit risk of the counterparties and is recognized in
the income statement. Credit risk on the risk participation agreements is determined after considering the risk rating, PD and LGD of the counterparties.
Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability or firm commitment attributable to a particular risk, such as interest rate risk,
are considered fair value hedges. The Company may enter into derivative contracts that are intended to economically hedge certain of its risks, even though hedge accounting does not apply or if the Company elects not to apply hedge accounting.
For derivatives designated as fair value hedges, changes in the fair value of the derivative and the hedged item related to the hedged risk are recognized in earnings.
Loans Serviced for Others and Loans Sold with Recourse
The total amount of loans serviced by the Company for unrelated third parties was $1.28 billion and $982.5 million at December 31, 2025 and 2024, respectively. At December 31, 2025 and 2024, the
Company had $2.1 million and $0.9 million, respectively, of mortgage servicing rights.
At December 31, 2025 and 2024, the Company serviced $23.2 million and $24.7 million, respectively, of agricultural loans sold with recourse. Due to sufficient collateral on these loans and
government guarantees, no reserve is considered necessary at December 31, 2025 and 2024.
Capital Resources
Consistent with its goal to operate a sound and profitable financial institution, the Company actively seeks to maintain a “well capitalized” institution in accordance with regulatory standards.
The principal source of capital to the Company is earnings retention. Capital measurements are well in excess of regulatory minimum guidelines and meet the requirements to be considered well capitalized.
The Company’s primary source of funds is dividends from its subsidiaries. Various laws and regulations restrict the ability of banks to pay dividends to their stockholders. Generally, the payment
of dividends by the Company in the future as well as the payment of interest on the capital securities will require the generation of sufficient future earnings by its subsidiaries.
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Certain restrictions exist regarding the ability of the Bank to transfer funds to the Company in the form of cash dividends. The approval of the OCC is required to pay dividends when a bank fails
to meet certain minimum regulatory capital standards or when such dividends are in excess of a subsidiary bank’s earnings retained in the current year plus retained net profits for the preceding two years as specified in applicable OCC
regulations. At December 31, 2025 and 2024, approximately $115.9 million and $107.6 million, respectively, of the total stockholders’ equity of the Bank was available for payment of dividends to the Company without approval by the OCC. The
Bank’s ability to pay dividends is also subject to the Bank being in compliance with regulatory capital requirements. The Bank is currently in compliance with these requirements. Under the State of Delaware General Corporation Law, the Company
may declare and pay dividends either out of accumulated net retained earnings or capital surplus.
Stock Repurchase Plan
On October 27, 2025, the Company’s Board of Directors authorized and approved an amendment to the Company’s stock repurchase program. Pursuant to the amended stock repurchase program, the Company
may repurchase up to 2,000,000 shares of the Company’s common stock with all repurchases under the stock repurchase program to be made by December 31, 2027. The Company may repurchase shares of its common stock from time to time to mitigate the
potential dilutive effects of stock-based incentive plans and other potential uses of common stock for corporate purposes.
The Company purchased 250,000 shares of its common stock during the year ended December 31, 2025, for a total of $10.2 million at an average price of $40.74 per share under its previously announced
share repurchase program. As of December 31, 2025, there were 1,750,000 shares available for repurchase under this plan authorized on October 27, 2025 which is set to expire on December 31, 2027.
Recent Accounting Updates
See Note 2 to the consolidated financial statements for a detailed discussion of new accounting pronouncements.
2024 OPERATING RESULTS AS COMPARED TO 2023 OPERATING RESULTS
For similar operating and financial data and discussion of our results for the year ended December 31, 2024 compared to our results for the year ended December 31, 2023, refer
to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under Part II of our annual report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 28, 2025 and is
incorporated herein by reference.
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MD&A history
Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. The latest 10-K appears above; prior years are below.
FY 2024 10-K MD&A
SEC filing source: 0001140361-25-006528.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The purpose of this discussion and analysis is to provide a concise description of the consolidated financial condition and results of operations of NBT Bancorp Inc. (“NBT”) and its wholly-owned
subsidiaries, including NBT Bank, National Association (the “Bank”), NBT Financial Services, Inc. (“NBT Financial”) and NBT Holdings, Inc. (“NBT Holdings”) (collectively referred to herein as the “Company”). When references to “NBT,” “we,”
“our,” “us,” and “the Company” are made in this report, we mean NBT Bancorp Inc. and our consolidated subsidiaries, unless the context indicates that we refer only to the parent company, NBT Bancorp Inc. When we refer to the “Bank” in this
report, we mean our only bank subsidiary, NBT Bank, National Association, and its subsidiaries. This discussion will focus on results of operations for the fiscal years ended December 31, 2024, 2023, and 2022, and financial condition as of
December 31, 2024 and 2023, including capital resources and asset/liability management. This discussion and analysis should be read in conjunction with the Company’s consolidated financial statements and related notes.
Forward-Looking Statements
Certain statements in this filing and future filings by the Company with the SEC, in the Company’s press releases or other public or stockholder
communications or in oral statements made with the approval of an authorized executive officer, contain forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995. These statements may be identified by the
use of phrases such as “anticipate,” “believe,” “expect,” “forecasts,” “projects,” “will,” “can,” “would,” “should,” “could,” “may,” or other similar terms. There are a number of factors, many of which are beyond the Company’s control that
could cause actual results to differ materially from those contemplated by the forward-looking statements. The discussion in Item 1A. Risk Factors lists some of the factors that could cause our actual results to vary materially from those
expressed or implied by any forward-looking statements, and such discussion is incorporated into this discussion by reference.
The Company cautions readers not to place undue reliance on any forward-looking statements, which speak only as of the date made, and advises readers that various factors, including, but not
limited to, those described above and other factors discussed in the Company’s annual and quarterly reports previously filed with the SEC, could affect the Company’s financial performance and could cause the Company’s actual results or
circumstances for future periods to differ materially from those anticipated or projected.
Unless required by law, the Company does not undertake, and specifically disclaims any obligations to, publicly release any revisions that may be made to any forward-looking statements to reflect
the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.
General
NBT Bancorp Inc. is a registered financial holding company headquartered in Norwich, NY, with total assets of $13.79 billion at December 31, 2024.
The Company’s business, primarily conducted through the Bank and its full-service retirement plan administration and recordkeeping subsidiary and full-service insurance agency subsidiary, consists of providing commercial banking, retail
banking, wealth management and other financial services primarily to customers in its market area, which includes upstate New York, northeastern Pennsylvania, southern New Hampshire, western Massachusetts, Vermont, southern Maine and central
and northwestern Connecticut. The Company’s business philosophy is to operate as a community bank with local decision-making, providing a broad array of banking and financial services to retail, commercial and municipal customers. The financial
review that follows focuses on the factors affecting the consolidated financial condition and results of operations of the Company and its wholly-owned subsidiaries, the Bank, NBT Financial and NBT Holdings during 2024 and, in summary form, the
preceding two years. NIM is presented in this discussion on a FTE basis. Average balances discussed are daily averages unless otherwise described. The audited consolidated financial statements and related notes as of December 31, 2024 and 2023
and for each of the years in the three-year period ended December 31, 2024 should be read in conjunction with this review.
Critical Accounting Policies
The SEC defines critical accounting policies as accounting policies that are most important to a company’s financial results and condition. These
policies are often subjective and require management to make estimates about uncertain matters. The accounting and reporting policies followed by the Company conform, in all material respects, to accounting principles GAAP and to general
practices within the financial services industry. In the course of normal business activity, management must select and apply many accounting policies and methodologies and make estimates and assumptions that lead to the financial results
presented in the Company’s consolidated financial statements and accompanying notes. There are uncertainties inherent in making these estimates and assumptions, which could materially affect the Company’s results of operations and financial
position.
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Management considers accounting estimates to be critical to reported financial results if (i) the accounting estimates require management to make assumptions about matters that are highly
uncertain, and (ii) different estimates that management reasonably could have used for the accounting estimate in the current period, or changes in the accounting estimate that are reasonably likely to occur from period to period, could have a
material impact on the Company’s financial statements. Management considers the accounting policies relating to the allowance for credit losses (“allowance”, or “ACL”) and the determination of fair values for acquired assets and assumed
liabilities in a business combination, including intangible assets such as goodwill, to be critical accounting policies because of the uncertainty and subjectivity involved in these policies and the material effect that estimates related to
these areas can have on the Company’s results of operations.
The Company’s methodology for estimating the allowance considers available relevant information about the collectability of cash flows, including information about past events, current conditions,
and reasonable and supportable forecasts. Refer to Note 1 and Note 6 to the consolidated financial statements included elsewhere in this report.
Goodwill represents the cost of the acquired business in excess of the fair value of the related net assets acquired. Following a merger, the determination of fair values for acquired assets and
assumed liabilities, including intangible assets such as goodwill, becomes critical. All acquired assets, including goodwill and other intangible assets, and assumed liabilities in purchase acquisitions are recorded at fair value as of the
acquisition date. The Company expenses all acquisition-related costs as incurred as required by ASC Topic 805, “Business Combinations.”
The determination of fair values for acquired loans in a business combination is a significant aspect of our financial reporting process. The
valuation of acquired loans relied on a discounted cash flow approach applied on a pooled basis, utilizing a forecast of principal and interest payments. This methodology segmented the acquired loan portfolio by loan type, term, interest rate,
payment frequency and payment, and incorporated specific key valuation assumptions, encompassing prepayments, PD, LGD, and the discount rate to ascertain the fair value of these assets. Given the inherent subjectivity and reliance on future
cash flows and market conditions, this process involves considerable judgment and estimation uncertainty.
The Company conducts an annual review of goodwill impairment and conducts quarterly analyses to identify any events that may necessitate an interim
assessment. The Company initially undertakes a qualitative evaluation of goodwill to ascertain whether certain events or circumstances indicate a likelihood that the fair value of a reporting unit is less than its carrying amount. This
qualitative evaluation demands considerable managerial discretion, and if it suggests that the fair value of a reporting unit is unlikely to be less than the carrying value, no quantitative analysis is required. Inputs for this qualitative
analysis requiring managerial judgment encompass macroeconomic conditions, industry and market conditions, the financial performance of the reporting unit, and other pertinent events influencing the fair value of the reporting unit.
For information on the Company’s significant accounting policies and to gain a greater understanding of how the Company’s financial performance is reported, refer to Note 1 to the consolidated financial statements included elsewhere in
this report.
Critical Accounting Estimates
SEC guidance requires disclosure of “critical accounting estimates.” The SEC defines “critical accounting estimates” as those estimates made in accordance with GAAP that involve a significant
level of estimation uncertainty and have had or are reasonably likely to have a material impact on the financial condition or results of operations of the registrant. The Company follows financial accounting and reporting policies that are in
accordance with GAAP. The allowance for credit losses and the allowance for unfunded commitments policies are deemed to meet the SEC’s definition of a critical accounting estimate.
Allowance for Credit Losses and Unfunded Commitments
The allowance for credit losses consists of the allowance for credit losses and the allowance for losses on unfunded commitments. The measurement of CECL on financial instruments requires an
estimate of the credit losses expected over the life of an exposure (or pool of exposures). The estimate of expected credit losses under the CECL methodology is based on relevant information about past events, current conditions, and reasonable
and supportable forecasts that affect the collectability of the reported amounts. Historical loss experience is generally the starting point for estimating expected credit losses. The Company then considers whether the historical loss
experience should be adjusted for asset-specific risk characteristics or current conditions at the reporting date that did not exist over the period from which historical experience was used. Finally, the Company considers forecasts about
future economic conditions that are reasonable and supportable. The allowance for credit losses for loans, as reported in our consolidated statements of financial condition, is adjusted by an expense for credit losses, which is recognized in
earnings, and reduced by the charge-off of loan amounts, net of recoveries. The allowance for losses on unfunded commitments represents the expected credit losses on off-balance sheet commitments such as unfunded commitments to extend credit
and standby letters of credit. However, a liability is not recognized for commitments unconditionally cancellable by the Company. The allowance for losses on unfunded commitments is determined by estimating future draws and applying the
expected loss rates on those draws.
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Management of the Company considers the accounting policy relating to the allowance for credit losses to be a critical accounting estimate given the uncertainty in evaluating the level of the
allowance required to cover management’s estimate of all expected credit losses over the expected contractual life of our loan portfolio. Determining the appropriateness of the allowance is complex and requires 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 for credit losses in those future periods.
While management’s current evaluation of the allowance for credit losses indicates that the allowance is appropriate, the allowance may need to be increased under adversely different conditions or assumptions. The impact of utilizing the CECL
methodology to calculate the reserve for credit losses will be significantly influenced by the composition, characteristics and quality of our loan portfolio, as well as the prevailing economic conditions and forecasts utilized. Material
changes to these and other relevant factors may result in greater volatility to the reserve for credit losses, and therefore, greater volatility to our reported earnings.
One of the most significant judgments involved in estimating the Company’s allowance for credit losses relates to the macroeconomic forecasts used to estimate expected credit losses over the
forecast period. As of December 31, 2024, the quantitative model incorporated a baseline economic outlook along with an alternative downside scenario sourced from a reputable third-party to accommodate other potential economic conditions in the
model. At December 31, 2024, the weightings were 80% and 20% for the baseline and downside economic forecasts, respectively. The baseline outlook reflected a Northeast unemployment rate environment starting at 4.1% and increasing slightly
during the forecast period to 4.2%. Northeast GDP’s annualized growth (on a quarterly basis) is expected to start the first quarter of 2025 at approximately 3.8% before decreasing to a low of 2.6% in the third quarter of 2025 and then
increasing to 3.9% by the end of the forecast period. Key assumptions in the baseline economic outlook included two 25 basis point federal funds rate cuts in 2025, quantitative tightening ending in early 2025, a post-election fiscal outlook
with lower spending, lower taxes, and higher tariffs, and the economy currently being near full employment. The alternative downside scenario assumed deteriorated economic conditions from the baseline outlook. Under this scenario, Northeast
unemployment increases to a peak of 7.5% in the first quarter of 2026. These scenarios and their respective weightings are evaluated at each measurement date and reflect management’s expectations as of December 31, 2024. Additional qualitative
adjustments were made for factors not incorporated in the forecasts or the model, such as loss rate expectations for certain loan pools, considerations for inflation and recent trends in asset value indices. Additional monitoring for industry
concentrations, loan growth and policy exceptions was also conducted.
To demonstrate the sensitivity of the allowance for credit losses estimate to macroeconomic forecast weightings assumptions as of December 31, 2024, the Company attributed the change in scenario
weightings to the change in the allowance for credit losses, with a 10% decrease to the downside scenario and a 10% increase to the baseline scenario causing a 4% decrease in the overall estimated allowance for credit losses. To further
demonstrate the sensitivity of the allowance for credit losses estimate to macroeconomic forecast weightings assumptions as of December 31, 2024, the Company increased the downside scenario to 100% which resulted in a 33% increase in the
overall estimated allowance for credit losses.
Non-GAAP Measures
This Annual Report on Form 10-K contains financial information determined by methods other than in accordance with GAAP. Where non-GAAP disclosures are used in this Annual Report on Form 10-K, the
comparable GAAP measure, as well as a reconciliation to the comparable GAAP measure, is provided in the accompanying tables. Management believes that these non-GAAP measures provide useful information that is important to an understanding of
the results of the Company’s core business as well as provide information standard in the financial institution industry. Non-GAAP measures should not be considered a substitute for financial measures determined in accordance with GAAP and
investors should consider the Company’s performance and financial condition as reported under GAAP and all other relevant information when assessing the performance or financial condition of the Company. Amounts previously reported in the
consolidated financial statements are reclassified whenever necessary to conform to current period presentation.
Evans Bancorp, Inc. Merger
On September 9, 2024, the Company and the Bank, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Evans and Evans Bank, Evans’s subsidiary, pursuant to which the Company
will acquire Evans. Evans, with assets of approximately $2.19 billion at December 31 2024, is headquartered in Williamsville, New York. Its primary subsidiary, Evans Bank, is a federally-chartered national banking association operating 18
banking locations in Western New York.
Subject to the terms and conditions of the Merger Agreement, which has been approved by the boards of directors of each party, Evans will merge with and into the Company, with the Company as the
surviving entity, and immediately thereafter, Evans Bank will merge with and into the Bank, with the Bank as the surviving bank (the “Merger”).
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Under the terms of the Merger Agreement, each outstanding share of Evans common stock will be converted into the right to receive 0.91 shares of
the Company’s common stock. In December 2024, the Company announced that it had received the regulatory approval from the OCC and the waiver from Federal Reserve Bank of New York necessary to complete its acquisition of Evans. Also in December
2024, the shareholders of Evans voted to approve the Merger. Evans reported over 75% of the issued and outstanding shares of Evans were represented at a special shareholder meeting and over 96% of the votes cast were voted to approve the
Merger. NBT and Evans anticipate closing the transaction in second quarter of 2025 in conjunction with the core system conversion, pending customary closing conditions.
The Company incurred acquisition expenses related to the Merger of $1.5 million for the year ended December 31, 2024.
Salisbury Bancorp, Inc. Merger
On August 11, 2023, NBT completed its acquisition of Salisbury. Salisbury Bank was a Connecticut-chartered commercial bank headquartered in
Lakeville, Connecticut, operating 13 banking offices in northwestern Connecticut, the Hudson Valley region of New York, and southwestern Massachusetts. In connection with the acquisition, the Company issued 4.32 million shares of common stock
and acquired approximately $1.46 billion of identifiable assets, including $1.18 billion of loans, $122.7 million in investment securities which were sold immediately after the merger, $31.2 million of core deposit intangibles and $4.7 million
in a wealth management customer intangible, as well as $1.31 billion in deposits. As of the acquisition date, the fair value discount was $78.7 million for loans, net of the reclassification of the purchase credit deteriorated allowance, and
was $3.0 million for subordinated debt. The Company established a $14.5 million allowance for acquired Salisbury loans which included both the $5.8 million allowance for PCD loans reclassified from loans and the $8.8 million allowance for
non-PCD loans recognized through the provision for loan losses.
The Company incurred acquisition expenses related to the merger with Salisbury of $10.0 million and $1.0 million for the years ended December 31,
2023 and 2022, respectively.
Executive Summary
Significant factors management reviews to evaluate the Company’s operating results and financial condition include, but are not limited to, net
income and EPS, return on average assets and equity, NIM, noninterest income, operating expenses, asset quality indicators, loan and deposit growth, capital management, liquidity and interest rate sensitivity, enhancements to customer products
and services, technology advancements, market share and peer comparisons.
Net income for the year ended December 31, 2024 was $140.6 million, or $2.97 per diluted common share, up $21.9 million from $118.8 million, or
$2.65 per diluted common share, for the year ended December 31, 2023.
Operating net income(1), a non-GAAP measure, was $139.7 million, or $2.94 per diluted common share, for the year ended December 31,
2024, compared to $144.7 million, or $3.23 per diluted common share for the year ended December 31, 2023.
In the first quarter of 2023, the Company incurred a $5.0 million securities loss on the write-off of an AFS subordinated debt investment of a
failed financial institution. In the first quarter of 2024, the Company sold the previously written-off subordinated debt security and recognized a gain of $2.3 million. In the second quarter 2023, the Company incurred a $4.5 million securities
loss on the sale of two subordinated debt securities held in the AFS portfolio. In the fourth quarter of 2023 the Company recorded a full $4.8 million impairment of its minority interest equity investment in a provider of financial and
technology services to residential solar equipment installers due to the uncertainty in the realizability of the investment in other noninterest expense in the consolidated statements of income.
The following information should be considered in connection with the Company’s results as of and for the year ended December 31, 2024:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Net interest income for the year ended December 31, 2024 was $400.1 million, up $21.9 million, or 5.8%, from 2023. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The Company recorded a provision for loan losses of $19.6 million for the year ended December 31, 2024, compared to $25.3 million in 2023. Included in the provision expense for the year ended December 31, 2023 was $8.8 million of acquisition-related provision for loan losses. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Excluding securities gains (losses), noninterest income represented 30% of total revenues and was $174.0 million for the year ended December 31, 2024, up $22.5 million, or 14.9%, from the prior year. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Noninterest expense, excluding acquisition expenses, was up $44.7 million, or 13.5%, from the prior year. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Period end total loans were $9.97 billion, up $319.2 million, or 3.3% from December 31, 2023. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Credit quality metrics including net charge-offs to average loans were 0.18% and allowance for loan losses to total loans was 1.16%. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Period end total deposits were $11.55 billion, up $577.8 million, or 5.3%, from December 31, 2023. |
| Column 1 | Column 2 |
|---|---|
| (1) | Non-GAAP measure - Refer to non-GAAP reconciliation below. |
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Results of Operations
The following table sets forth certain financial highlights:
| Years Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | ||||||||||
| Performance: | ||||||||||||
| Diluted earnings per share | $ | 2.97 | $ | 2.65 | $ | 3.52 | ||||||
| Return on average assets | 1.04 | % | 0.95 | % | 1.29 | % | ||||||
| Return on average equity | 9.57 | % | 9.34 | % | 12.67 | % | ||||||
| Return on average tangible common equity | 13.75 | % | 13.02 | % | 16.89 | % | ||||||
| Net interest margin (FTE) | 3.23 | % | 3.29 | % | 3.34 | % | ||||||
| Capital: | ||||||||||||
| Equity to assets | 11.07 | % | 10.71 | % | 10.00 | % | ||||||
| Tangible equity ratio | 8.42 | % | 7.93 | % | 7.73 | % | ||||||
| Book value per share | $ | 32.34 | $ | 30.26 | $ | 27.38 | ||||||
| Tangible book value per share | $ | 23.88 | $ | 21.72 | $ | 20.65 | ||||||
| Leverage ratio | 10.24 | % | 9.71 | % | 10.32 | % | ||||||
| Common equity tier 1 capital ratio | 11.93 | % | 11.57 | % | 12.12 | % | ||||||
| Tier 1 capital ratio | 12.83 | % | 12.50 | % | 13.19 | % | ||||||
| Total risk-based capital ratio | 15.03 | % | 14.75 | % | 15.38 | % |
The following tables provide non-GAAP reconciliations:
| Years Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands, except per share data) | 2024 | 2023 | 2022 | |||||||||
| Return on average tangible common equity: | ||||||||||||
| Net income | $ | 140,641 | $ | 118,782 | $ | 151,995 | ||||||
| Amortization of intangible assets (net of tax) | 6,332 | 3,551 | 1,698 | |||||||||
| Net income, excluding intangible amortization | $ | 146,973 | $ | 122,333 | $ | 153,693 | ||||||
| Average stockholders’ equity | $ | 1,468,861 | $ | 1,272,333 | $ | 1,199,383 | ||||||
| Less: average goodwill and other intangibles | 399,989 | 332,667 | 289,238 | |||||||||
| Average tangible common equity | $ | 1,068,872 | $ | 939,666 | $ | 910,145 | ||||||
| Return on average tangible common equity | 13.75 | % | 13.02 | % | 16.89 | % | ||||||
| Tangible equity ratio: | ||||||||||||
| Stockholders’ equity | $ | 1,526,141 | $ | 1,425,691 | $ | 1,173,554 | ||||||
| Intangibles | 399,023 | 402,294 | 288,545 | |||||||||
| Assets | $ | 13,786,666 | $ | 13,309,040 | $ | 11,739,296 | ||||||
| Tangible equity ratio | 8.42 | % | 7.93 | % | 7.73 | % | ||||||
| Tangible book value: | ||||||||||||
| Stockholders’ equity | $ | 1,526,141 | $ | 1,425,691 | $ | 1,173,554 | ||||||
| Intangibles | 399,023 | 402,294 | 288,545 | |||||||||
| Tangible equity | $ | 1,127,118 | $ | 1,023,397 | $ | 885,009 | ||||||
| Diluted common shares outstanding | 47,195 | 47,110 | 42,858 | |||||||||
| Tangible book value per share | $ | 23.88 | $ | 21.72 | $ | 20.65 | ||||||
| Operating net income: | ||||||||||||
| Net income | $ | 140,641 | $ | 118,782 | $ | 151,995 | ||||||
| Acquisition expenses | 1,531 | 9,978 | 967 | |||||||||
| Acquisition-related provision for credit losses | - | 8,750 | - | |||||||||
| Acquisition-related reserve for unfunded loan commitments | - | 836 | - | |||||||||
| Impairment of a minority interest equity investment | - | 4,750 | - | |||||||||
| Securities (gains) losses | (2,789 | ) | 9,315 | 1,131 | ||||||||
| Adjustment to net income | $ | (1,258 | ) | $ | 33,629 | $ | 2,098 | |||||
| Adjustment to net income (net of tax) | $ | (984 | ) | $ | 25,965 | $ | 1,623 | |||||
| Operating net income | $ | 139,657 | $ | 144,747 | $ | 153,618 | ||||||
| Operating diluted earnings per share | $ | 2.94 | $ | 3.23 | $ | 3.56 |
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2025 Outlook
The Company’s 2024 earnings reflected its continued ability to invest in the Company’s future while managing significant volatility in the
interest rate environment and overall economic conditions, which have presented challenges across the financial services industry. 2024 was marked by resilience for both economic growth and inflation. Entering the year, forecasts called for
a slowing economy and a moderation in inflation due to the rapid change in interest rates engineered by the FRB throughout 2022-2023. GDP growth rate of 1.6% in the first quarter of 2024 was weak, but growth strongly rebounded with 3.0% and
2.8% growth in the second and third quarters, respectively. Overall, 2024 annualized economic growth was 2.8%, a full percentage point higher than initial forecasts. At the same time, inflation continued to trend lower in the first half of
2024. However, that improvement stalled in the second half of the year, with the Core Personal Consumption Expenditure index increasing from 2.6% to 2.8% over the last 5 months of the year. The combination of stronger-than-expected GDP
growth and stubborn inflation forced the FRB to delay their pivot to an easier monetary policy that was anticipated in 2024. The yield curve remained inverted through the majority of 2024. However, in September of 2024 the FOMC lowered the
Federal Funds rate by 50 bps followed by consecutive 25 bps reductions in November and December of 2024. These rate cuts flattened the yield curve, and in some instances, led to a modestly upward-sloping yield curve at certain term points.
Economic indicators remained mixed, but trended toward an improved yet elevated level of inflation. While inflation has declined, continued
economic resilience has lowered the probability of further Federal Funds rate reductions in 2025. The “higher for longer” interest rate environment is expected to persist, though strong consumer and corporate balance sheets suggest that any
potential economic slowdown may be mild. Significant items that may have an impact on 2025 results include:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Excess liquidity in the banking system has significantly decreased: |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ο | loan growth may be negatively impacted as interest rates have risen and lenders have reverted back to historical credit spreads to account for overall higher cost of funds; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ο | cost of deposits as well as overall cost of funds could continue to negatively impact NIM. While the recent decline to short-term interest rates may allow for some continued cost of funds reductions, the elevated level of relative interest rates and the bank failures in early 2023 continue to pressure competition for deposits as well as the associated cost of funds; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ο | higher short-term interest rates as compared to recent history have continued to afford deposit customers investment opportunities outside the banking system resulting in deposit declines across the industry, however, a decline to short-term interest rates could potentially mitigate this; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ο | investment purchases have slowed, however, reinvestment of investment cash flows at higher rate levels has allowed for improved yield on the portfolio as a whole. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The FRB has continued to combat elevated inflation, with the result being inflationary pressures being much more under control in 2024 and into 2025: |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ο | this reduced inflation has had a material impact on current and expected FRB monetary policy; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ο | the tightening of monetary policy through measures to raise interest rates seen in 2022 and 2023 began to reverse itself in 2024 given softening inflation; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ο | the loosening of monetary policy through the reduction to short-term interest rates in 2024 and into 2025 could have a negative impact on overall net interest income given the decline in interest rates on floating rate assets. This risk has been mitigated by the Bank’s migration to a more neutral interest rate sensitivity position. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The Company’s continued focus on long-term strategies including growth in its markets, diversification of revenue sources, improving operating efficiencies and investing in technology. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The Company’s anticipated merger with Evans is expected to provide earnings benefit and incremental growth potential in new markets. |
The Company’s 2025 outlook is subject to factors in addition to those identified above and those risks and uncertainties that could impact the Company’s future results are explained in Item 1A. Risk Factors.
Asset/Liability Management
The Company attempts to maximize net interest income and net income, while actively managing its liquidity and interest rate sensitivity through the mix of various core deposit products and
other sources of funds, which in turn fund an appropriate mix of earning assets. The changes in the Company’s asset mix and sources of funds, and the resulting impact on net interest income, on an FTE basis, are discussed below. The following
table includes the condensed consolidated average balance sheet, an analysis of interest income/expense and average yield/rate for each major category of earning assets and interest-bearing liabilities on a taxable equivalent basis.
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Average Balances and Net Interest Income
| 2024 | 2023 | 2022 | ||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in thousands) | Average Balances | Net Interest Income | Yield/ Rate | Average Balances | Net Interest Income | Yield/ Rate | Average Balances | Net Interest Income | Yield/ Rate | |||||||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||||||||||||
| Short-term interest-bearing accounts | $ | 86,213 | $ | 4,412 | 5.12 | % | $ | 126,765 | $ | 6,259 | 4.94 | % | $ | 440,429 | $ | 3,072 | 0.70 | % | ||||||||||||||||||
| Securities taxable(1) | 2,285,725 | 45,588 | 1.99 | % | 2,377,596 | 45,176 | 1.90 | % | 2,424,925 | 43,229 | 1.78 | % | ||||||||||||||||||||||||
| Securities tax-exempt(1) (3) | 221,273 | 7,788 | 3.52 | % | 214,053 | 6,730 | 3.14 | % | 233,515 | 5,070 | 2.17 | % | ||||||||||||||||||||||||
| FRB and FHLB stock | 37,789 | 2,672 | 7.07 | % | 48,641 | 3,368 | 6.92 | % | 27,040 | 995 | 3.68 | % | ||||||||||||||||||||||||
| Loans(2) (3) | 9,818,064 | 553,784 | 5.64 | % | 8,803,228 | 463,290 | 5.26 | % | 7,772,962 | 333,008 | 4.28 | % | ||||||||||||||||||||||||
| Total interest-earning assets | $ | 12,449,064 | $ | 614,244 | 4.93 | % | $ | 11,570,283 | $ | 524,823 | 4.54 | % | $ | 10,898,871 | $ | 385,374 | 3.54 | % | ||||||||||||||||||
| Other assets | 1,071,455 | 923,850 | 893,197 | |||||||||||||||||||||||||||||||||
| Total assets | $ | 13,520,519 | $ | 12,494,133 | $ | 11,792,068 | ||||||||||||||||||||||||||||||
| Liabilities and stockholders’ equity: | ||||||||||||||||||||||||||||||||||||
| Money market deposit accounts | $ | 3,308,433 | $ | 116,982 | 3.54 | % | $ | 2,418,450 | $ | 62,475 | 2.58 | % | $ | 2,447,978 | $ | 4,955 | 0.20 | % | ||||||||||||||||||
| NOW deposit accounts | 1,617,456 | 13,442 | 0.83 | % | 1,555,414 | 8,298 | 0.53 | % | 1,578,831 | 2,600 | 0.16 | % | ||||||||||||||||||||||||
| Savings deposits | 1,580,517 | 734 | 0.05 | % | 1,715,749 | 650 | 0.04 | % | 1,829,360 | 592 | 0.03 | % | ||||||||||||||||||||||||
| Time deposits | 1,408,410 | 55,790 | 3.96 | % | 1,006,867 | 33,218 | 3.30 | % | 464,912 | 1,776 | 0.38 | % | ||||||||||||||||||||||||
| Total interest-bearing deposits | $ | 7,914,816 | $ | 186,948 | 2.36 | % | $ | 6,696,480 | $ | 104,641 | 1.56 | % | $ | 6,321,081 | $ | 9,923 | 0.16 | % | ||||||||||||||||||
| Federal funds purchased | 13,016 | 721 | 5.54 | % | 24,575 | 1,269 | 5.16 | % | 14,644 | 588 | 4.02 | % | ||||||||||||||||||||||||
| Repurchase agreements | 95,879 | 2,255 | 2.35 | % | 70,251 | 747 | 1.06 | % | 69,561 | 67 | 0.10 | % | ||||||||||||||||||||||||
| Short-term borrowings | 103,963 | 5,693 | 5.48 | % | 450,377 | 23,592 | 5.24 | % | 46,371 | 1,968 | 4.24 | % | ||||||||||||||||||||||||
| Long-term debt | 29,715 | 1,166 | 3.92 | % | 24,247 | 925 | 3.81 | % | 6,579 | 161 | 2.45 | % | ||||||||||||||||||||||||
| Subordinated debt, net | 120,420 | 7,232 | 6.01 | % | 105,756 | 6,076 | 5.75 | % | 98,439 | 5,424 | 5.51 | % | ||||||||||||||||||||||||
| Junior subordinated debt | 101,196 | 7,533 | 7.44 | % | 101,196 | 7,320 | 7.23 | % | 101,196 | 3,749 | 3.70 | % | ||||||||||||||||||||||||
| Total interest-bearing liabilities | $ | 8,379,005 | $ | 211,548 | 2.52 | % | $ | 7,472,882 | $ | 144,570 | 1.93 | % | $ | 6,657,871 | $ | 21,880 | 0.33 | % | ||||||||||||||||||
| Demand deposits | 3,377,352 | 3,463,608 | 3,696,957 | |||||||||||||||||||||||||||||||||
| Other liabilities | 295,301 | 285,310 | 237,857 | |||||||||||||||||||||||||||||||||
| Stockholders’ equity | 1,468,861 | 1,272,333 | 1,199,383 | |||||||||||||||||||||||||||||||||
| Total liabilities and stockholders’ equity | $ | 13,520,519 | $ | 12,494,133 | $ | 11,792,068 | ||||||||||||||||||||||||||||||
| Net interest income (FTE) | $ | 402,696 | $ | 380,253 | $ | 363,494 | ||||||||||||||||||||||||||||||
| Interest rate spread | 2.41 | % | 2.61 | % | 3.21 | % | ||||||||||||||||||||||||||||||
| Net interest margin (FTE) | 3.23 | % | 3.29 | % | 3.34 | % | ||||||||||||||||||||||||||||||
| Taxable equivalent adjustment | $ | 2,574 | $ | 2,034 | $ | 1,304 | ||||||||||||||||||||||||||||||
| Net interest income | $ | 400,122 | $ | 378,219 | $ | 362,190 |
| Column 1 | Column 2 |
|---|---|
| (1) | Securities are shown at average amortized cost. |
| Column 1 | Column 2 |
|---|---|
| (2) | For purposes of these computations, nonaccrual loans and loans held for sale are included in the average loan balances outstanding. |
| Column 1 | Column 2 |
|---|---|
| (3) | Interest income for tax-exempt securities and loans have been adjusted to an FTE basis using the statutory Federal income tax rate of 21%. |
2024 OPERATING RESULTS AS COMPARED TO 2023 OPERATING RESULTS
Net Interest Income
Net interest income for the year ended December 31, 2024 was $400.1 million, up $21.9 million, or 5.8%, from 2023. FTE NIM was 3.23% for the year ended December 31, 2024, a decrease of 6 bps from 2023. Interest income increased $88.9 million, or 17.0%, as the yield on average interest-earning assets
increased 39 bps from 2023 to 4.93%, while average interest-earning assets of $12.45 billion increased $878.8 million primarily due to the Salisbury acquisition and organic loan growth, partially offset by a decrease in securities. Interest
expense was up $67.0 million, or 46.3%, for the year ended December 31, 2024 as compared to the year ended December 31, 2023, driven by interest-bearing deposit costs increasing 80 bps to 2.36% and a $1.22 billion increase in
interest-bearing deposits as a result of the Salisbury acquisition, partly offset by a decrease of $346.4 million in the average balances of short-term borrowings and the 548 bps rate paid on those borrowings. Included in net interest
income was $10.4 million and $4.3 million for the years ended December 31, 2024 and 2023, respectively, of acquisition-related net accretion.
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Analysis of Changes in FTE Net Interest Income
| Increase (Decrease) 2024 over 2023 | Increase (Decrease) 2023 over 2022 | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands) | Volume | Rate | Total | Volume | Rate | Total | |||||||||||||||||
| Short-term interest-bearing accounts | $ | (2,068 | ) | $ | 221 | $ | (1,847 | ) | $ | (3,583 | ) | $ | 6,770 | $ | 3,187 | ||||||||
| Securities taxable | (1,784 | ) | 2,196 | 412 | (856 | ) | 2,803 | 1,947 | |||||||||||||||
| Securities tax-exempt | 233 | 825 | 1,058 | (452 | ) | 2,112 | 1,660 | ||||||||||||||||
| FRB and FHLB stock | (766 | ) | 70 | (696 | ) | 1,128 | 1,245 | 2,373 | |||||||||||||||
| Loans | 55,771 | 34,723 | 90,494 | 47,841 | 82,441 | 130,282 | |||||||||||||||||
| Total FTE interest income | $ | 51,386 | $ | 38,035 | $ | 89,421 | $ | 44,077 | $ | 95,372 | $ | 139,449 | |||||||||||
| Money market deposit accounts | 27,225 | 27,282 | 54,507 | (60 | ) | 57,580 | 57,520 | ||||||||||||||||
| NOW deposit accounts | 343 | 4,801 | 5,144 | (39 | ) | 5,737 | 5,698 | ||||||||||||||||
| Savings deposits | (54 | ) | 138 | 84 | (38 | ) | 96 | 58 | |||||||||||||||
| Time deposits | 15,016 | 7,556 | 22,572 | 4,164 | 27,278 | 31,442 | |||||||||||||||||
| Federal funds purchased | (634 | ) | 86 | (548 | ) | 479 | 202 | 681 | |||||||||||||||
| Repurchase agreements | 349 | 1,159 | 1,508 | 1 | 679 | 680 | |||||||||||||||||
| Short-term borrowings | (18,924 | ) | 1,025 | (17,899 | ) | 21,058 | 566 | 21,624 | |||||||||||||||
| Long-term debt | 214 | 27 | 241 | 632 | 132 | 764 | |||||||||||||||||
| Subordinated debt, net | 871 | 285 | 1,156 | 414 | 238 | 652 | |||||||||||||||||
| Junior subordinated debt | - | 213 | 213 | - | 3,571 | 3,571 | |||||||||||||||||
| Total FTE interest expense | $ | 24,406 | $ | 42,572 | $ | 66,978 | $ | 26,610 | $ | 96,080 | $ | 122,690 | |||||||||||
| Change in FTE net interest income | $ | 26,980 | $ | (4,537 | ) | $ | 22,443 | $ | 17,467 | $ | (708 | ) | $ | 16,759 |
Loans and Corresponding Interest and Fees on Loans
The average balance of loans increased by approximately $1.01 billion, or 11.5%, from 2023 to 2024 driven by the Salisbury acquisition and organic loan growth, with increases in C&I,
CRE, indirect auto and residential mortgage portfolios being partially offset by a reduction in the average balance of residential solar and other consumer loans. The yield on average loans increased from 5.26% in 2023 to 5.64% in 2024, as
loans re-priced upward due to the interest rate environment in 2024. FTE interest income from loans increased 19.5%, from $463.3 million in 2023 to $553.8 million in 2024. This increase was due to the increases in yields and an increase in
the average balance.
Composition of Loan Portfolio
A summary of the loan portfolio by major categories(1), net of deferred fees and origination costs, for the periods indicated is as follows:
| December 31, | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands) | 2024 | 2023 | 2022 | 2021 | 2020 | ||||||||||||||
| Commercial & industrial | $ | 1,426,358 | $ | 1,353,725 | $ | 1,265,082 | $ | 1,155,240 | $ | 1,121,224 | |||||||||
| Commercial real estate | 3,876,698 | 3,626,910 | 2,807,941 | 2,655,367 | 2,526,813 | ||||||||||||||
| Paycheck protection program | 124 | 523 | 949 | 101,222 | 430,810 | ||||||||||||||
| Residential real estate | 2,142,249 | 2,125,804 | 1,649,870 | 1,571,232 | 1,466,662 | ||||||||||||||
| Home equity | 334,268 | 337,214 | 314,124 | 330,357 | 387,974 | ||||||||||||||
| Indirect auto | 1,273,253 | 1,130,132 | 989,587 | 859,454 | 931,286 | ||||||||||||||
| Residential solar | 820,079 | 917,755 | 856,798 | 440,016 | 282,224 | ||||||||||||||
| Other consumer | 96,881 | 158,650 | 265,796 | 385,571 | 351,892 | ||||||||||||||
| Total loans | $ | 9,969,910 | $ | 9,650,713 | $ | 8,150,147 | $ | 7,498,459 | $ | 7,498,885 |
| Column 1 | Column 2 |
|---|---|
| (1) | Loans are summarized by business line which does not align with how the Company assesses credit risk in the estimate for credit losses under CECL. |
Total loans were $9.97 billion and $9.65 billion at December 31, 2024 and 2023, respectively. Excluding the other consumer and residential solar portfolios that are in a planned run-off status,
period end loans increased $478.6 million, or 5.6%. C&I loans increased $72.2 million to $1.43 billion; CRE loans increased $249.8 million to $3.88 billion; and total consumer loans decreased $2.8 million to $4.67 billion. Total loans
represent approximately 72.3% of assets as of December 31, 2024, as compared to 72.5% as of December 31, 2023.
38
Table of Contents
Loans in the C&I and CRE portfolios consist primarily of loans extended to small and medium-sized entities. The Company offers a variety of
loan products tailored to meet the needs of commercial customers including term loans, time notes and lines of credit. Such loans are made available to businesses for working capital needs such as inventory and receivables, business
expansion, equipment purchases, livestock purchases and seasonal crop expenses. These loans are typically collateralized by business assets such as equipment, accounts receivable and perishable agricultural products, which are inherently
subject to industry price volatility. The Company extends CRE loans to support real estate transactions, including acquisitions, refinancings, expansions and property improvements to both commercial and agricultural properties. These loans
are secured by liens on real estate assets, covering a spectrum of properties including apartments, commercial structures, healthcare facilities and others, whether occupied by owners or non-owners. Risks associated with the CRE portfolio
pertain to the borrowers’ ability to meet interest and principal payments over the life of the loan, as well as their ability to secure financing upon the loan’s maturity. The Company has a risk management framework that includes rigorous
underwriting standards, targeted portfolio stress testing, interest rate sensitivities on commercial borrowers and comprehensive credit risk monitoring mechanisms. The Company remains vigilant in monitoring market trends, economic indicators
and regulatory developments to promptly adapt our risk management strategies as needed.
Within the CRE portfolio, approximately 81% comprises Non-Owner Occupied CRE, with the remaining 19% being Owner-Occupied CRE. Non-Owner Occupied CRE includes diverse sectors across the
Company’s markets such as residential rental properties (43%) and office spaces (18%), along with retail, manufacturing, mixed use, hotels and others. Notably, office CRE loans account for 6% of the total outstanding loans, predominantly
serving suburban medical and professional tenants across suburban and small urban markets. These loans carry an average size of $1.9 million, with 9% maturing over the next two years. As of December 31, 2024 and December 31, 2023, the total
CRE construction and development loans amounted to $314.8 million and $347.2 million, respectively.
Residential real estate loans consist primarily of loans secured by a first or second mortgage on primary residences. The Company originates both adjustable-rate and fixed-rate,
one-to-four-family residential loans for the construction or purchase of a residential property or refinancing of a mortgage. These loans are collateralized by properties located in the Company’s market area. The Company has never actively
participated in subprime mortgage lending, which has historically been one of the riskiest sectors in the residential housing market. Given the absence of a universally accepted definition of what constitutes “subprime” lending, the Company
follows guidance from the Office of Thrift Supervision and other federal bank regulators (the “Agencies”), as outlined in the “Expanded Guidance for Subprime Lending Programs,” or the Expanded Guidance, issued by the Agencies by press release
dated January 31, 2001. As of December 31, 2024, there were $40.5 million in residential construction and development loans included in total loans.
The Company participated in the Small Business Administration’s (“SBA”) Paycheck Protection Program (“PPP”), a guaranteed, forgivable loan program created under the Coronavirus Aid, Relief and
Economic Security Act (“CARES Act”) and the Consolidated Appropriation Act targeted to provide small businesses with support to cover payroll and certain other expenses. Loans made under the PPP are fully guaranteed by the SBA, the guarantee
is backed by the full faith and credit of the United States government. PPP covered loans also afford borrowers forgiveness up to the principal amount of the PPP covered loan, plus accrued interest, if the loan proceeds are used to retain
workers and maintain payroll or to make certain mortgage interest, lease and utility payments, and certain other criteria are satisfied. The SBA will reimburse PPP lenders for any amount of a PPP covered loan that is forgiven, and PPP lenders
will not be held liable for any representations made by PPP borrowers in connection with their requests for loan forgiveness. Lenders receive pre-determined fees for processing and servicing PPP loans. In addition, PPP loans are risk-weighted
at zero percent under the generally applicable Standardized Approach used to calculate risk-weighted assets for regulatory capital purposes.
In 2017, the Company partnered with Sungage Financial, LLC. to offer financing to consumers for solar ownership with the program tailored for delivery through solar installers. Advances of
credit through this business line are to prime borrowers and are subject to the Company’s underwriting standards. Typically, the Company collects fees at origination that are deferred and recognized into interest income over the estimated
life of the loan. Residential solar loans are in a planned-run off status.
The Company offers a variety of consumer loan products including indirect auto, home equity and other consumer loans. Indirect auto loans include indirect installment loans to individuals, which
are primarily secured by automobiles. Although automobile loans have generally been originated through dealers, all applications submitted through dealers are subject to the Company’s normal underwriting and loan approval procedures. Other
consumer loans consist of direct installment loans to individuals most secured by automobiles and other personal property and unsecured consumer loans across a national footprint originated through our relationship with national
technology-driven consumer lending companies that began over 10 years ago beginning with our investment in Springstone Financial LLC (“Springstone”) which was subsequently acquired by LendingClub in 2014. Springstone and LendingClub loans are
in a planned run-off status. In addition to installment loans, the Company also offers personal lines of credit, overdraft protection, home equity lines of credit and second mortgage loans (loans secured by a lien position on one-to-four
family residential real estate) to finance home improvements, debt consolidation, education and other uses. For home equity loans, consumers are able to borrow up to 85% of the equity in their homes, and are generally tied to Prime with a ten
year draw followed by a fifteen year amortization.
39
Table of Contents
Loans by Maturity and Interest Rate Sensitivity
The following table presents the maturity distribution and an analysis of loans that have predetermined and floating interest rates. Scheduled repayments are reported in the maturity category in
which the contractual maturity is due. For loans without contractual maturities, classification of maturity is consistent with the policy elections to measure the allowance for credit losses. Specifically, C&I and CRE lines of credit
assume one year maturity for relationships over $1.0 million and five year maturity for relationships under $1.0 million, while home equity line of credits maturities are classified based on their fixed rate conversion date plus five years.
C&I includes PPP and other consumer includes home equity and other consumer loans.
| Remaining Maturity at December 31, 2024 | |||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands) | C&I | CRE | Indirect Auto | Residential Solar | Other Consumer | Residential | Total | ||||||||||||||||||||
| Within one year | $ | 342,668 | $ | 192,219 | $ | 11,760 | $ | 217 | $ | 17,226 | $ | 468 | $ | 564,558 | |||||||||||||
| From one to five years | 563,191 | 1,160,766 | 719,867 | 16,762 | 90,575 | 36,984 | 2,588,145 | ||||||||||||||||||||
| From five to fifteen years | 315,437 | 2,197,911 | 541,626 | 258,232 | 319,451 | 375,232 | 4,007,889 | ||||||||||||||||||||
| After fifteen years | 205,186 | 325,802 | - | 544,868 | 3,897 | 1,729,565 | 2,809,318 | ||||||||||||||||||||
| Total | $ | 1,426,482 | $ | 3,876,698 | $ | 1,273,253 | $ | 820,079 | $ | 431,149 | $ | 2,142,249 | $ | 9,969,910 | |||||||||||||
| Interest rate terms on amounts due after one year: | |||||||||||||||||||||||||||
| Fixed | $ | 755,929 | $ | 833,674 | $ | 1,261,493 | $ | 819,862 | $ | 178,174 | $ | 1,820,592 | $ | 5,669,724 | |||||||||||||
| Variable | $ | 327,885 | $ | 2,850,805 | $ | - | $ | - | $ | 235,749 | $ | 321,189 | $ | 3,735,628 |
Securities and Corresponding Interest and Dividend Income
The average balance of taxable securities AFS and HTM decreased $91.9 million, or 3.9%, from 2023 to 2024. The yield on average taxable securities was 1.99% for 2024 compared to 1.90% in 2023.
The average balance of tax-exempt securities AFS and HTM increased from $214.1 million in 2023 to $221.3 million in 2024. The FTE yield on tax-exempt securities increased from 3.14% in 2023 to 3.52% in 2024.
The average balance of FRB and FHLB stock decreased to $37.8 million in 2024 from $48.6 million in 2023. The yield on investments in FRB and FHLB stock increased from 6.92% in 2023 to 7.07% in
2024.
Securities Portfolio
| As of December 31, | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | |||||||||||||||||||||
| (In thousands) | Amortized Cost | Fair Value | Amortized Cost | Fair Value | Amortized Cost | Fair Value | |||||||||||||||||
| AFS securities: | |||||||||||||||||||||||
| U.S. treasury | $ | 108,838 | $ | 102,790 | $ | 133,302 | $ | 125,024 | $ | 132,891 | $ | 121,658 | |||||||||||
| Federal agency | 248,348 | 218,517 | 248,384 | 214,740 | 248,419 | 206,419 | |||||||||||||||||
| State & municipal | 95,457 | 87,490 | 96,251 | 86,306 | 97,036 | 82,851 | |||||||||||||||||
| Mortgage-backed | 512,353 | 464,365 | 473,813 | 422,268 | 536,021 | 473,694 | |||||||||||||||||
| Collateralized mortgage obligations | 725,821 | 656,488 | 614,886 | 541,544 | 669,111 | 588,363 | |||||||||||||||||
| Corporate | 48,482 | 45,014 | 48,442 | 40,976 | 60,404 | 54,240 | |||||||||||||||||
| Total AFS securities | $ | 1,739,299 | $ | 1,574,664 | $ | 1,615,078 | $ | 1,430,858 | $ | 1,743,882 | $ | 1,527,225 | |||||||||||
| HTM securities: | |||||||||||||||||||||||
| Federal agency | $ | 100,000 | $ | 83,344 | $ | 100,000 | $ | 82,216 | $ | 100,000 | $ | 79,322 | |||||||||||
| Mortgage-backed | 224,190 | 189,326 | 245,806 | 213,630 | 267,907 | 230,473 | |||||||||||||||||
| Collateralized mortgage obligations | 228,924 | 206,125 | 251,335 | 228,463 | 274,366 | 249,848 | |||||||||||||||||
| State & municipal | 289,807 | 271,150 | 308,126 | 290,215 | 277,244 | 253,004 | |||||||||||||||||
| Total HTM securities | $ | 842,921 | $ | 749,945 | $ | 905,267 | $ | 814,524 | $ | 919,517 | $ | 812,647 |
The Company’s mortgage-backed securities, U.S. agency notes and collateralized mortgage obligations are all guaranteed by Fannie Mae, Freddie Mac, FHLB, Federal Farm Credit Banks or Ginnie Mae
(“GNMA”). GNMA securities are considered similar in credit quality to U.S. Treasury securities, as they are backed by the full faith and credit of the U.S. government. Currently, there are no subprime mortgages in the investment portfolio.
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The following tables set forth information with regard to contractual maturities of debt securities shown in amortized cost ($) and weighted average yield (%) at December 31, 2024.
Weighted-average yields are an arithmetic computation of income (not FTE adjusted) divided by amortized cost. Maturities of mortgage-backed, collateralized mortgage obligations and asset-backed securities are stated based on their estimated
average lives. Actual maturities may differ from estimated average lives or contractual maturities because, in certain cases, borrowers have the right to call or prepay obligations with or without call or prepayment penalties.
| Less than 1 Year | 1 Year to 5 Years | 5 Years to 10 Years | Over 10 Years | Total | ||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in thousands) | $ | % | $ | % | $ | % | $ | % | $ | % | ||||||||||||||||||||||||||||||
| AFS securities: | ||||||||||||||||||||||||||||||||||||||||
| U.S. treasury | $ | 29,815 | 1.80 | % | $ | 79,023 | 1.72 | % | $ | - | - | $ | - | - | $ | 108,838 | 1.74 | % | ||||||||||||||||||||||
| Federal agency | - | - | 225,600 | 1.02 | % | 22,748 | 1.18 | % | - | - | 248,348 | 1.04 | % | |||||||||||||||||||||||||||
| State & municipal | 4,001 | 1.69 | % | 86,217 | 1.36 | % | 5,239 | 1.40 | % | - | - | 95,457 | 1.38 | % | ||||||||||||||||||||||||||
| Mortgage-backed | 594 | 2.64 | % | 87,354 | 1.28 | % | 136,867 | 2.45 | % | 287,538 | 2.45 | % | 512,353 | 2.25 | % | |||||||||||||||||||||||||
| Collateralized mortgage obligations | 5,416 | 3.38 | % | 146,623 | 2.42 | % | 28,662 | 1.52 | % | 545,120 | 2.87 | % | 725,821 | 2.73 | % | |||||||||||||||||||||||||
| Corporate | - | - | - | - | 48,482 | 4.03 | % | - | - | 48,482 | 4.03 | % | ||||||||||||||||||||||||||||
| Total AFS securities | $ | 39,826 | 2.01 | % | $ | 624,817 | 1.52 | % | $ | 241,998 | 2.52 | % | $ | 832,658 | 2.72 | % | $ | 1,739,299 | 2.25 | % | ||||||||||||||||||||
| HTM securities: | ||||||||||||||||||||||||||||||||||||||||
| Federal agency | $ | - | - | $ | 25,000 | 1.01 | % | $ | 75,000 | 1.14 | % | $ | - | - | $ | 100,000 | 1.11 | % | ||||||||||||||||||||||
| Mortgage-backed | - | - | 3,483 | 3.49 | % | 12,128 | 4.23 | % | 208,579 | 2.01 | % | 224,190 | 2.15 | % | ||||||||||||||||||||||||||
| Collateralized mortgage obligations | - | - | 69,154 | 3.03 | % | 33,855 | 2.77 | % | 125,915 | 2.73 | % | 228,924 | 2.83 | % | ||||||||||||||||||||||||||
| State & municipal | 97,329 | 3.58 | % | 65,769 | 2.45 | % | 72,587 | 1.90 | % | 54,122 | 1.81 | % | 289,807 | 2.57 | % | |||||||||||||||||||||||||
| Total HTM securities | $ | 97,329 | 3.58 | % | $ | 163,406 | 2.50 | % | $ | 193,570 | 1.90 | % | $ | 388,616 | 2.22 | % | $ | 842,921 | 2.36 | % |
Funding Sources and Corresponding Interest Expense
The Company utilizes traditional deposit products such as time, savings, NOW, money market and demand deposits as its primary source for funding. Other sources, such as short-term FHLB advances,
federal funds purchased, securities sold under agreements to repurchase, brokered time deposits and long-term FHLB borrowings are utilized as necessary to support the Company’s growth in assets and to achieve interest rate sensitivity
objectives. The average balance of interest-bearing liabilities totaled $8.38 billion in 2024 and increased $906.1 million from 2023. The increase was primarily driven by the interest-bearing deposits acquired from Salisbury partially offset
by a decrease in short-term borrowings. The rate paid on interest-bearing liabilities increased from 1.93% in 2023 to 2.52% in 2024. This increase in rates caused an increase in interest expense of $67.0 million, or 46.3%, from $144.6 million
in 2023 to $211.5 million in 2024.
Deposits
Average interest-bearing deposits increased $1.22 billion, or 18.2%, from 2023 to 2024. Average money market deposits increased $890.0
million, or 36.8%, during 2024 compared to 2023. Average NOW accounts increased $62.0 million, or 4.0%, during 2024 as compared to 2023. The average balance of savings accounts decreased $135.2 million, or 7.9%, during 2024 compared to
2023. The average balance of time deposits increased $401.5 million, or 39.9%, from 2023 to 2024. The average balance of demand deposits decreased $86.3 million, or 2.5%, during 2024 compared to 2023. The Company continues to experience
some migration incremental from noninterest bearing and low interest checking and savings
accounts into higher cost money market and time deposit instruments. The increase in average balances was primarily due to the $1.31 billion in deposits acquired from Salisbury in the third quarter of 2023. The Company’s composition of
total deposits is diverse and granular with over 561,000 accounts with an average per account balance of $20,574 as of December 31, 2024.
The rate paid on average interest-bearing deposits was up 80 bps to 2.36% for 2024. The rate paid for MMDA increased 96 bps to 3.54% from 2023 to 2024. The rate paid for NOW deposit accounts increased from 0.53% in 2023 to 0.83% in 2024.
The rate paid for savings deposits increased from 0.04% in 2023 to 0.05% in 2024. The rate paid for time deposits increased from 3.30% during 2023 to 3.96% during 2024.
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| Years Ended December 31, | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | ||||||||||||||||||||||
| (In thousands) | Average Balance | Yield/Rate | Average Balance | Yield/Rate | Average Balance | Yield/Rate | ||||||||||||||||||
| Demand deposits | $ | 3,377,352 | $ | 3,463,608 | $ | 3,696,957 | ||||||||||||||||||
| Money market deposit accounts | 3,308,433 | 3.54 | % | 2,418,450 | 2.58 | % | 2,447,978 | 0.20 | % | |||||||||||||||
| NOW deposit accounts | 1,617,456 | 0.83 | % | 1,555,414 | 0.53 | % | 1,578,831 | 0.16 | % | |||||||||||||||
| Savings deposits | 1,580,517 | 0.05 | % | 1,715,749 | 0.04 | % | 1,829,360 | 0.03 | % | |||||||||||||||
| Time deposits | 1,408,410 | 3.96 | % | 1,006,867 | 3.30 | % | 464,912 | 0.38 | % | |||||||||||||||
| Total interest-bearing deposits | $ | 7,914,816 | 2.36 | % | $ | 6,696,480 | 1.56 | % | $ | 6,321,081 | 0.16 | % |
The following table presents the estimated amounts of uninsured deposits based on the same methodologies and assumptions used for the bank regulatory reporting:
| As of December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands) | 2024 | 2023 | 2022 | ||||||||
| Estimated amount of uninsured deposits | $ | 4,731,363 | $ | 4,077,186 | $ | 3,555,342 |
The following table presents the maturity distribution of time deposits of $250,000 or more:
| (In thousands) | December 31, 2024 | ||
|---|---|---|---|
| Portion of time deposits in excess of insurance limit | $ | 251,607 | |
| Time deposits otherwise uninsured with a maturity of: | |||
| Within three months | $ | 127,284 | |
| After three but within six months | 97,092 | ||
| After six but within twelve months | 4,632 | ||
| Over twelve months | 22,599 |
Borrowings
Average federal funds purchased decreased to $13.0 million in 2024. The rate paid on federal funds purchased was 5.54% in 2024. Average repurchase agreements increased to $95.9 million in 2024
from $70.3 million in 2023. The average rate paid on repurchase agreements increased from 1.06% in 2023 to 2.35% in 2024. Average short-term borrowings decreased to $104.0 million in 2024 from $450.4 million in 2023. The average rate paid on
short-term borrowings increased from 5.24% in 2023 to 5.48% in 2024. Average long-term debt increased from $24.2 million in 2023 to $29.7 million in 2024. The average balance of junior subordinated debt remained at $101.2 million in 2024. The
average rate paid for junior subordinated debt in 2024 was 7.44%, up from 7.23% in 2023.
Total short-term borrowings consist of federal funds purchased, securities sold under repurchase agreements, which generally represent overnight borrowing transactions and other short-term
borrowings, primarily FHLB advances, with original maturities of one year or less. The Company has unused lines of credit with the FHLB and access to brokered deposits available for short-term financing. Those sources totaled approximately
$3.46 billion and $2.87 billion at December 31, 2024 and 2023, respectively. Securities collateralizing repurchase agreements are held in safekeeping by nonaffiliated financial institutions and are under the Company’s control. Long-term debt,
which is comprised primarily of FHLB advances, are collateralized by the FHLB stock owned by the Company, certain of its mortgage-backed securities and a blanket lien on its residential real estate mortgage loans.
On June 23, 2020, the Company issued $100.0 million of 5.00% fixed-to-floating rate subordinated notes due 2030. The subordinated notes, which qualify as Tier 2 capital, bear interest at an
annual rate of 5.00%, payable semi-annually in arrears commencing on January 1, 2021, and a floating rate of interest equivalent to the three-month SOFR plus a spread of 4.85%, payable quarterly in arrears commencing on October 1, 2025. The
subordinated debt issuance cost of $2.2 million is being amortized on a straight-line basis into interest expense over five years. The Company repurchased $2.0 million of the subordinated notes in 2022 at a discount of $0.1 million.
Subordinated notes assumed in connection with the Salisbury acquisition included $25.0 million of 3.50% fixed-to-floating rate subordinated notes due 2031. The subordinated notes, which
qualify as Tier 2 capital, bear interest at an annual rate of 3.50%, payable quarterly in arrears commencing on June 30, 2021, and a floating rate of interest equivalent to the three-month SOFR plus a spread of 2.80%, payable quarterly in
arrears commencing on June 30, 2026. As of the acquisition date, the fair value discount was $3.0 million, which will be amortized into interest expense over the expected call or maturity date.
As of December 31, 2024 and December 31, 2023 the subordinated debt net of unamortized issuance costs and fair value discount was $121.2 million and $119.7 million, respectively.
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Noninterest Income
Noninterest income is a significant source of revenue for the Company and an important factor in the Company’s results of operations. The following table sets forth information by category of
noninterest income for the years indicated:
| Years Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands) | 2024 | 2023 | 2022 | |||||||||
| Service charges on deposit account | $ | 17,087 | $ | 15,425 | $ | 14,630 | ||||||
| Card services income | 22,331 | 20,829 | 29,058 | |||||||||
| Retirement plan administration fees | 56,587 | 47,221 | 48,112 | |||||||||
| Wealth management | 41,641 | 34,763 | 33,311 | |||||||||
| Insurance services | 17,032 | 15,667 | 14,696 | |||||||||
| Bank owned life insurance income | 8,325 | 6,750 | 6,044 | |||||||||
| Net securities gains (losses) | 2,789 | (9,315 | ) | (1,131 | ) | |||||||
| Other | 11,032 | 10,838 | 10,858 | |||||||||
| Total noninterest income | $ | 176,824 | $ | 142,178 | $ | 155,578 |
Noninterest income for the year ended December 31, 2024 was $176.8 million, up $34.6 million, or 24.4%, from the year ended December 31, 2023. Excluding net
securities gains (losses), noninterest income for the year ended December 31, 2024 was $174.0 million, up $22.5 million, or 14.9%, from the year ended December 31, 2023. The increase from the prior year was primarily due to an increase in
retirement plan administration fees and wealth management fees. The increase in retirement plan administration fees was driven by higher market level, the acquisition of Retirement Direct, LLC and PACO, Inc., organic growth and higher
activity-based fees. The increase in wealth management fees was driven by the addition of Salisbury revenues, organic growth and market performance.
Noninterest Expense
Noninterest expenses are also an important factor in the Company’s results of operations. The following table sets forth the major components of noninterest expense for the years indicated:
| Years Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands) | 2024 | 2023 | 2022 | ||||||||
| Salaries and employee benefits | $ | 232,487 | $ | 194,250 | $ | 187,830 | |||||
| Technology and data services | 39,139 | 38,163 | 35,712 | ||||||||
| Occupancy | 31,309 | 28,408 | 26,282 | ||||||||
| Professional fees and outside services | 19,132 | 17,601 | 16,810 | ||||||||
| Office supplies and postage | 7,525 | 6,917 | 6,140 | ||||||||
| FDIC assessment | 6,765 | 6,257 | 3,197 | ||||||||
| Advertising | 3,386 | 3,054 | 2,822 | ||||||||
| Amortization of intangible assets | 8,443 | 4,734 | 2,263 | ||||||||
| Loan collection and other real estate owned, net | 2,505 | 2,618 | 2,647 | ||||||||
| Acquisition expenses | 1,531 | 9,978 | 967 | ||||||||
| Other | 25,659 | 29,684 | 19,795 | ||||||||
| Total noninterest expense | $ | 377,881 | $ | 341,664 | $ | 304,465 |
Noninterest expense for the year ended December 31, 2024 was $377.9 million, up $36.2 million, or 10.6%, from the year ended December 31,
2023. Excluding acquisition expenses and the impairment of a minority interest equity investment, noninterest expense for the year ended December 31, 2024 was $376.4 million, up $49.4 million, or 15.1%, from the year ended December 31,
2023. The increase from the prior year was driven by higher salaries and employee benefits due to the Salisbury acquisition, merit pay increases, higher levels of incentive compensation and higher medical and other benefit costs. In
addition, the increase in occupancy expense, professional fees and outside services and amortization of intangible assets were impacted by additional expenses from the Salisbury acquisition.
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Income Taxes
We calculate our current and deferred tax provision based on estimates and assumptions that could differ from the actual results reflected in income tax returns filed during the subsequent
year. Adjustments based on filed returns are recorded when identified, which is generally in the fourth quarter of the subsequent year for U.S. federal and state provisions.
The amount of income taxes the Company pays is subject at times to ongoing audits by U.S. federal and state tax authorities, which may result in proposed assessments. Future results may include
favorable or unfavorable adjustments to the estimated tax liabilities in the period the assessments are proposed or resolved or when statutes of limitations on potential assessments expire. As a result, the Company’s effective tax rate may
fluctuate significantly on a quarterly or annual basis.
On August 16, 2022, H.R. 5376, the Inflation Reduction Act (“IRA”), was signed into law. The IRA, among other things, introduced a corporate
alternative minimum tax, excise tax on stock repurchases and a clean vehicle credit. The Company has evaluated the impact of the IRA and does not expect it to be material. However, the Company will continue to monitor any future implication on
its tax position and business operations.
Income tax expense for the year ended December 31, 2024 was $38.8 million, up $4.1 million, or 11.9%, from the year ended December 31, 2023. The effective tax rate
was 21.6% in 2024 and was 22.6% in 2023. The decrease in the effective tax rate from 2023 was due to a higher level of tax-exempt income as a percentage of total taxable income.
Risk Management – Credit Risk
Credit risk is managed through a network of loan officers, credit committees, loan policies and oversight from senior credit officers and the
Board. Management follows a policy of continually identifying, analyzing and grading credit risk inherent in each loan portfolio. An ongoing independent review of individual credits in the commercial loan portfolio is performed by the
independent loan review function. These components of the Company’s underwriting and monitoring functions are critical to the timely identification, classification and resolution of problem credits.
Allowance for Credit Losses
Beginning January 1, 2023, the Company adopted ASU 2022-02 Financial Instruments - CECL Losses (Topic 326): Troubled Debt Restructurings and Vintage
Disclosures (“ASU 2022-02”), which resulted in an insignificant change to the Company’s methodology for estimating the allowance for credit losses on TDRs since December 31, 2022. The January 1, 2023 decrease in allowance for credit
loss on TDR loans relating to adoption of ASU 2022-02 was $0.6 million, which increased retained earnings by $0.5 million and decreased the deferred tax asset by $0.1 million.
Management considers the accounting policy relating to the allowance for credit losses to be a critical estimate given the degree of judgment exercised in evaluating the level of the allowance
required to estimate expected credit losses over the expected contractual life of our loan portfolio and the material effect that such judgments can have on the consolidated results of operations.
The CECL methodology requires an estimate of the credit losses expected over the life of a loan (or pool of loans). The allowance for credit losses is a valuation account that is deducted from,
or added to, the loans’ amortized cost basis to present the net, lifetime amount expected to be collected on the loans. Loan losses are charged off against the allowance when management believes a loan balance is confirmed to be
uncollectible. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off.
Required additions or reductions to the allowance for credit losses are made periodically by charges or credits to the provision for loan
losses. These are necessary to maintain the allowance at a level which management believes is reasonably reflective of the overall loss expected over the contractual life of the loan portfolio, adjusted for expected prepayments and
curtailments. While management uses available information to recognize losses on loans, additions or reductions to the allowance may fluctuate from one reporting period to another. These fluctuations are reflective of changes in risk
associated with portfolio content and/or changes in management’s assessment of any or all of the determining factors discussed above. Management considers the allowance for credit losses to be appropriate based on evaluation and analysis
of the loan portfolio.
Management estimates the allowance balance for credit losses using relevant available information, from internal and external sources, related to past events, current conditions, and reasonable
and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. Company historical loss experience was supplemented with peer information when there was insufficient loss data for
the Company. Significant management judgment is required at each point in the measurement process.
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The allowance for credit losses is measured on a collective (pool) basis, with both a quantitative and qualitative analysis that is
applied on a quarterly basis, when similar risk characteristics exist. The respective quantitative allowance for each segment is measured using an econometric, discounted PD and LGD modeling methodology in which distinct,
segment-specific multi-variate regression models are applied to multiple, probabilistically weighted external economic forecasts. Under the discounted cash flows methodology, expected credit losses are estimated over the effective
life of the loans by measuring the difference between the net present value of modeled cash flows and amortized cost basis. After quantitative considerations, management applies additional qualitative adjustments so that the allowance
for credit loss is reflective of the estimate of lifetime losses that exist in the loan portfolio at the balance sheet date.
Portfolio segment is defined as the level at which an entity develops and documents a systematic methodology to determine its allowance for credit losses. Upon adoption of CECL, management
revised the manner in which loans were pooled for similar risk characteristics. Management developed segments for estimating loss based on type of borrower and collateral which is generally based upon federal call report segmentation and have
been combined or subsegmented as needed to ensure loans of similar risk profiles are appropriately pooled.
Additional information about our Allowance for Credit Losses is included in Notes 1 and 6 to the consolidated financial statements as well as in the “Critical Accounting Estimates” section of
the Management Discussion and Analysis. The Company’s management considers the allowance for credit losses to be appropriate based on evaluation and analysis of the loan portfolio.
The allowance for credit losses totaled $116.0 million at December 31, 2024, compared to $114.4 million at December 31, 2023. The allowance for credit losses as a percentage of loans was 1.16%
at December 31, 2024, compared to 1.19% at December 31, 2023. The increase in the allowance for credit losses from December 31, 2023 to December 31, 2024 was primarily due to providing for organic loan growth, the slowing of prepayment speed
assumptions, including the changes in prepayment model assumptions. These increases to the allowance for credit losses were partially offset by a change in forecast scenario weightings from 70% baseline and 30% downside to 80% baseline and
20% downside, and the shift in loan composition driven by other consumer and residential solar portfolios that are in a planned run-off status.
The allowance for credit losses as of December 31, 2023 incorporates the recording of $14.5 million of allowance for acquired Salisbury loans as of the acquisition date, which included both the
$8.8 million of non-PCD allowance recognized through the provision for loan losses and the $5.8 million of PCD allowance reclassified from loans.
The allowance for credit losses was 224.73% of nonperforming loans at December 31, 2024 as compared to 302.05% at December 31, 2023. The
allowance for credit losses was 253.17% of nonaccrual loans at December 31, 2024 as compared to 334.38% at December 31, 2023. The decline in the coverage of the allowance to nonperforming and nonaccrual loans from December 31, 2023 to
December 31, 2024 largely relates to one nonperforming relationship with an amortized cost basis of $14.0 million that is individually evaluated for purposes of the allowance for credit losses which had no reserve established at December
31, 2024.
The provision for loan losses was $19.6 million for the year ended December 31, 2024, compared to $25.3 million for the year ended December 31, 2023. Provision expense decreased from the prior
year primarily due to the $8.8 million of acquisition-related provision for loan losses due to the Salisbury acquisition recorded in 2023, providing for current year loan growth, the slowing of prepayment speed assumptions in the current year,
changes in model assumptions including the extension of the expected duration of the portfolio. Net charge-offs totaled $18.0 million for 2024, up from $16.8 million in 2023. Net charge-offs to average loans was 18 bps for 2024 compared to 19
bps for 2023.
| (Dollars in thousands) | 2024 | 2023 | 2022 | 2021 | 2020 | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance at January 1* | $ | 114,400 | $ | 100,152 | $ | 92,000 | $ | 110,000 | $ | 75,999 | ||||||||||
| Loans charged-off | ||||||||||||||||||||
| Commercial | 5,042 | 4,154 | 1,870 | 4,638 | 4,005 | |||||||||||||||
| Residential | 211 | 517 | 633 | 979 | 1,135 | |||||||||||||||
| Consumer** | 20,475 | 22,107 | 16,140 | 14,489 | 21,938 | |||||||||||||||
| Total loans charged-off | $ | 25,728 | $ | 26,778 | $ | 18,643 | $ | 20,106 | $ | 27,078 | ||||||||||
| Recoveries | ||||||||||||||||||||
| Commercial | $ | 839 | $ | 3,625 | $ | 2,430 | $ | 723 | $ | 786 | ||||||||||
| Residential | 415 | 496 | 852 | 1,069 | 618 | |||||||||||||||
| Consumer** | 6,467 | 5,859 | 7,014 | 8,571 | 8,541 | |||||||||||||||
| Total recoveries | $ | 7,721 | $ | 9,980 | $ | 10,296 | $ | 10,363 | $ | 9,945 | ||||||||||
| Net loans charged-off | $ | 18,007 | $ | 16,798 | $ | 8,347 | $ | 9,743 | $ | 17,133 | ||||||||||
| Allowance for credit loss on PCD acquired loans | $ | - | $ | 5,772 | $ | - | $ | - | $ | - | ||||||||||
| Provision for loan losses | 19,607 | 25,274 | 17,147 | (8,257 | ) | 51,134 | ||||||||||||||
| Balance at December 31 | $ | 116,000 | $ | 114,400 | $ | 100,800 | $ | 92,000 | $ | 110,000 | ||||||||||
| Allowance for loan losses to loans outstanding at end of year | 1.16 | % | 1.19 | % | 1.24 | % | 1.23 | % | 1.47 | % | ||||||||||
| Commercial net charge-offs to average loans outstanding | 0.04 | % | 0.01 | % | (0.01 | )% | 0.05 | % | 0.04 | % | ||||||||||
| Residential net charge-offs to average loans outstanding | - | - | - | - | 0.01 | % | ||||||||||||||
| Consumer net charge-offs to average loans outstanding | 0.14 | % | 0.18 | % | 0.12 | % | 0.08 | % | 0.18 | % | ||||||||||
| Net charge-offs to average loans outstanding | 0.18 | % | 0.19 | % | 0.11 | % | 0.13 | % | 0.23 | % |
| Column 1 | Column 2 |
|---|---|
| * | 2020 includes an adjustment of $3.0 million as a result of the January 1, 2020, adoption of ASC 326 and 2023 includes an adjustment of $0.6 million as a result of the January 1, 2023, adoption of ASU 2022-02. |
| Column 1 | Column 2 |
|---|---|
| ** | Consumer charge-off and recoveries include consumer and home equity. |
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Nonperforming Assets
Nonperforming assets consist of nonaccrual loans, loans over 90 days past due and still accruing, troubled loans modifications, OREO and
nonperforming securities. Loans are generally placed on nonaccrual when principal or interest payments become 90 days past due, unless the loan is well secured and in the process of collection. Loans may also be placed on nonaccrual when
circumstances indicate that the borrower may be unable to meet the contractual principal or interest payments. The threshold for evaluating classified commercial and CRE loans risk graded substandard or doubtful, and nonperforming loans
individually evaluated for credit loss is $1.0 million. OREO represents property acquired through foreclosure and is valued at the lower of the carrying amount or fair value, less any estimated disposal costs.
| As of December 31, | ||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in thousands) | 2024 | % | 2023 | % | 2022 | % | 2021 | % | 2020 | % | ||||||||||||||||||||||||||||||
| Nonaccrual loans: | ||||||||||||||||||||||||||||||||||||||||
| Commercial | $ | 32,144 | 70 | % | $ | 21,567 | 63 | % | $ | 7,664 | 44 | % | $ | 15,942 | 53 | % | $ | 23,557 | 53 | % | ||||||||||||||||||||
| Residential | 10,464 | 23 | % | 9,632 | 28 | % | 4,835 | 28 | % | 8,862 | 29 | % | 13,082 | 29 | % | |||||||||||||||||||||||||
| Consumer | 2,529 | 6 | % | 2,566 | 8 | % | 1,667 | 10 | % | 1,511 | 5 | % | 3,020 | 7 | % | |||||||||||||||||||||||||
| Troubled loan modifications(1) | 682 | 1 | % | 448 | 1 | % | 3,067 | 18 | % | 3,970 | 13 | % | 4,988 | 11 | % | |||||||||||||||||||||||||
| Total nonaccrual loans | $ | 45,819 | 100 | % | $ | 34,213 | 100 | % | $ | 17,233 | 100 | % | $ | 30,285 | 100 | % | $ | 44,647 | 100 | % | ||||||||||||||||||||
| Loans over 90 days past due and still accruing: | ||||||||||||||||||||||||||||||||||||||||
| Commercial | $ | - | - | $ | 1 | - | $ | 4 | - | $ | - | - | $ | 493 | 16 | % | ||||||||||||||||||||||||
| Residential | 2,411 | 42 | % | 554 | 15 | % | 771 | 20 | % | 808 | 33 | % | 518 | 16 | % | |||||||||||||||||||||||||
| Consumer | 3,387 | 58 | % | 3,106 | 85 | % | 3,048 | 80 | % | 1,650 | 67 | % | 2,138 | 68 | % | |||||||||||||||||||||||||
| Total loans over 90 days past due and still accruing | $ | 5,798 | 100 | % | $ | 3,661 | 100 | % | $ | 3,823 | 100 | % | $ | 2,458 | 100 | % | $ | 3,149 | 100 | % | ||||||||||||||||||||
| Total nonperforming loans | $ | 51,617 | $ | 37,874 | $ | 21,056 | $ | 32,743 | $ | 47,796 | ||||||||||||||||||||||||||||||
| OREO | 182 | - | 105 | 167 | 1,458 | |||||||||||||||||||||||||||||||||||
| Total nonperforming assets | $ | 51,799 | $ | 37,874 | $ | 21,161 | $ | 32,910 | $ | 49,254 | ||||||||||||||||||||||||||||||
| Total nonaccrual loans to total loans | 0.46 | % | 0.35 | % | 0.21 | % | 0.40 | % | 0.60 | % | ||||||||||||||||||||||||||||||
| Total nonperforming loans to total loans | 0.52 | % | 0.39 | % | 0.26 | % | 0.44 | % | 0.64 | % | ||||||||||||||||||||||||||||||
| Total nonperforming assets to total assets | 0.38 | % | 0.28 | % | 0.18 | % | 0.27 | % | 0.45 | % | ||||||||||||||||||||||||||||||
| Total allowance for loan losses to nonperforming loans | 224.73 | % | 302.05 | % | 478.72 | % | 280.98 | % | 230.14 | % | ||||||||||||||||||||||||||||||
| Total allowance for loan losses to nonaccrual loans | 253.17 | % | 334.38 | % | 584.92 | % | 303.78 | % | 246.38 | % |
(1) TDRs prior to adoption of ASU 2022-02.
Total nonperforming assets were $51.8 million at December 31, 2024, compared to $37.9 million at December 31, 2023. Nonperforming loans at
December 31, 2024 were $51.6 million or 0.52% of total loans, compared with $37.9 million or 0.39% of total loans at December 31, 2023. The increase in nonperforming assets from
the same period in the prior year was attributable to a CRE relationship that was placed into a nonaccrual status in the fourth quarter of 2024. The relationship is being actively managed and was written down to estimated fair value in the fourth quarter of 2024, and as such, no specific reserve has been established. Total nonaccrual loans were $45.8 million or 0.46% of total loans
at December 31, 2024, compared to $34.2 million or 0.35% of total loans at December 31, 2023. Past due loans as a percentage of total loans was 0.34% at December 31, 2024, up from 0.32% of total loans at December 31, 2023.
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In addition to nonperforming loans discussed above, the Company has also identified approximately $116.1 million in potential problem loans at
December 31, 2024 as compared to $87.7 million at December 31, 2023. Potential problem loans are loans that are currently performing, with a possibility of loss if weaknesses are not corrected. Such loans may need to be disclosed as
nonperforming at some time in the future. Potential problem loans are classified by the Company’s loan rating system as “substandard.” Potential problem loans have increased to
more normalized levels and the increase primarily relates to a few CRE relationships reflecting changing conditions in certain CRE markets including construction delays, rising costs and delays in leasing up spaces. The increase in
potential problem loans from December 31, 2023 is primarily due to the net migration of $41.9 million to substandard, partially offset by an increase of $10.0 million in nonaccrual commercial loan balances. Management cannot predict the
extent to which economic conditions may worsen or other factors, which may impact borrowers and the potential problem loans. Accordingly, there can be no assurance that other loans will not become over 90 days past due, be placed on
nonaccrual, become troubled loans modifications or require increased allowance coverage and provision for loan losses. To mitigate this risk the Company maintains a diversified loan portfolio, has no significant concentration in any
particular industry and originates loans primarily within its footprint.
Allocation of the Allowance for Loan Losses
| December 31, | ||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | 2021 | 2020 | ||||||||||||||||||||||||||||||||||||
| (Dollars in thousands) | Allowance | Category Percent of Loans | Allowance | Category Percent of Loans | Allowance | Category Percent of Loans | Allowance | Category Percent of Loans | Allowance | Category Percent of Loans | ||||||||||||||||||||||||||||||
| Commercial | $ | 45,453 | 51 | % | $ | 45,903 | 50 | % | $ | 34,722 | 48 | % | $ | 28,941 | 51 | % | $ | 50,942 | 53 | % | ||||||||||||||||||||
| Residential | 26,560 | 27 | % | 22,070 | 27 | % | 15,127 | 26 | % | 18,806 | 27 | % | 21,255 | 26 | % | |||||||||||||||||||||||||
| Consumer | 43,987 | 22 | % | 46,427 | 23 | % | 50,951 | 26 | % | 44,253 | 22 | % | 37,803 | 21 | % | |||||||||||||||||||||||||
| Total | $ | 116,000 | 100 | % | $ | 114,400 | 100 | % | $ | 100,800 | 100 | % | $ | 92,000 | 100 | % | $ | 110,000 | 100 | % |
Allowance for Credit Losses on Off-Balance Sheet Credit Exposures
The Company estimates expected credit losses over the contractual period in which the Company has exposure to credit risk via a contractual obligation to extend credit, unless that obligation is
unconditionally cancellable by the Company. The allowance for losses on off-balance sheet credit exposures is adjusted as an expense in other noninterest expense. The estimate includes consideration of the likelihood that funding will occur
and an estimate of expected credit losses on commitments expected to be funded over their estimated lives. The allowance for losses on unfunded commitments totaled $4.4 million as of December 31, 2024, compared to $5.1 million as of December
31, 2023. December 31, 2023 included $0.8 million of acquisition-related provision for unfunded loan commitments.
Liquidity Risk
Liquidity risk arises from the possibility that the Company may not be able to satisfy current or future financial commitments or may become unduly reliant on alternate funding sources. The
objective of liquidity management is to ensure the Company can fund balance sheet growth, meet the cash flow requirements of depositors wanting to withdraw funds or borrowers needing assurance that sufficient funds will be available to meet
their credit needs. Management’s ALCO is responsible for liquidity management and has developed guidelines, which cover all assets and liabilities, as well as off-balance sheet items that are potential sources or uses of liquidity. Liquidity
policies must also provide the flexibility to implement appropriate strategies, along with regular monitoring of liquidity and testing of the contingent liquidity plan. Requirements change as loans grow, deposits and securities mature and
payments on borrowings are made. Liquidity management includes a focus on interest rate sensitivity management with a goal of avoiding widely fluctuating net interest margins through periods of changing economic conditions. Loan repayments
and maturing investment securities are a relatively predictable source of funds. However, deposit flows, calls of investment securities and prepayments of loans and mortgage-related securities are strongly influenced by interest rates, the
housing market, general and local economic conditions, and competition in the marketplace. Management continually monitors marketplace trends to identify patterns that might improve the predictability of the timing of deposit flows or asset
prepayments.
The primary liquidity measurement the Company utilizes is called “Basic Surplus,” which captures the adequacy of its access to reliable sources of cash relative to the stability of its funding
mix of average liabilities. This approach recognizes the importance of balancing levels of cash flow liquidity from short and long-term securities with the availability of dependable borrowing sources, which can be accessed when necessary. At
December 31, 2024, the Company’s Basic Surplus measurement was 17.0% of total assets, or $2.34 billion, as compared to the December 31, 2023 Basic Surplus of 11.6%, or $1.54 billion, and was above the Company’s minimum of 5% (calculated at
$689.3 million and $665.5 million, of period end total assets as of December 31, 2024 and December 31, 2023, respectively) set forth in its liquidity policies.
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At December 31, 2024 and 2023, FHLB advances outstanding totaled $45.6 million and $322.7 million, respectively. At December 31, 2024 and 2023, the Bank had $199.0 million and $77.0 million,
respectively, of collateral encumbered by municipal letters of credit. The Bank is a member of the FHLB system and had additional borrowing capacity from the FHLB of approximately $1.71 billion at December 31, 2024 and $1.11 billion at
December 31, 2023. In addition, unpledged securities could have been used to increase borrowing capacity at the FHLB by an additional $957.3 million and $823.3 million at December 31, 2024 and 2023, respectively, or used to collateralize
other borrowings, such as repurchase agreements. The Company also has the ability to issue brokered time deposits and to borrow against established borrowing facilities with other banks (federal funds), which could provide additional
liquidity of $2.01 billion at December 31, 2024 and December 31, 2023. In addition, the Bank has a “Borrower-in-Custody” program with the FRB with the addition of the ability to pledge automobile and residential solar loans as collateral. At
December 31, 2024 and 2023, the Bank had the capacity to borrow $1.13 billion and $1.02 billion, respectively, from this program. The Company’s internal policies authorize borrowing up to 25% of assets. Under this policy, remaining available
borrowing capacity totaled $3.38 billion at December 31, 2024 and $2.99 billion at December 31, 2023.
This Basic Surplus approach enables the Company to appropriately manage liquidity from both operational and contingency perspectives. By
tempering the need for cash flow liquidity with reliable borrowing facilities, the Company is able to operate with a more fully invested and, therefore, higher interest income generating securities portfolio. The makeup and term structure
of the securities portfolio is, in part, impacted by the overall interest rate sensitivity of the balance sheet. Investment decisions and deposit pricing strategies are impacted by the liquidity position. The Company considers its Basic
Surplus position to be strong. However, certain events may adversely impact the Company’s liquidity position in 2025. While short-term interest rates have declined, they
remain elevated relative to recent history, which could result in deposit declines as depositors have alternative opportunities for yield on their excess funds. In the current economic environment, draws against lines of credit
could drive asset growth higher. Disruptions in wholesale funding markets could spark increased competition for deposits. These scenarios could lead to a decrease in the Company’s Basic Surplus measure below the minimum policy level of
5%. Note, enhanced liquidity monitoring was put in place to quickly respond to the changing environment during the pandemic including increasing the frequency of monitoring and adding additional sources of liquidity. While the pandemic
has come to an end, this enhanced monitoring continues as elevated interest rates and the recent bank failures have led to a deposit decline in the banking system and increased volatility to liquidity risk.
At December 31, 2024, a portion of the Company’s loans and securities were pledged as collateral on borrowings. Therefore, once on-balance sheet liquidity is reduced, future growth of earning
assets will depend upon the Company’s ability to obtain additional funding, through growth of core deposits and collateral management and may require further use of brokered time deposits or other higher cost borrowing arrangements.
Net cash flows provided by operating activities totaled $188.6 million and $157.5 million in 2024 and 2023, respectively. The critical elements of net operating cash flows include net income,
adjusted for non-cash income and expense items such as the provision for loan losses, deferred income tax expense, depreciation and amortization and cash flows generated through changes in other assets and liabilities.
Net cash flows used in investing activities totaled $399.2 million and $44.2 million in 2024 and 2023, respectively. Critical elements of investing activities are loan and investment securities
transactions.
Net cash flows provided by financing activities totaled $289.5 million and net cash flows used in financing activities totaled $105.4 million
in 2024 and 2023. The critical elements of financing activities are proceeds from deposits, borrowings and stock issuance. In addition, financing activities are impacted by dividends and treasury stock transactions.
Commitments to Extend Credit
The Company makes contractual commitments to extend credit, which include unused lines of credit, which are subject to the Company’s credit approval and monitoring procedures. At December
31, 2024 and 2023, commitments to extend credit in the form of loans, including unused lines of credit, amounted to $2.84 billion and $2.68 billion, respectively. In the opinion of management, there are no material commitments to extend
credit, including unused lines of credit that represent unusual risks. All commitments to extend credit in the form of loans, including unused lines of credit, expire within one year.
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Standby Letters of Credit
The Company does not issue any guarantees that would require liability-recognition or disclosure, other than its standby letters of credit. The Company guarantees the obligations or performance
of customers by issuing standby letters of credit to third-parties. These standby letters of credit are generally issued in support of third-party debt, such as corporate debt issuances, industrial revenue bonds and municipal securities. The
risk involved in issuing standby letters of credit is essentially the same as the credit risk involved in extending loan facilities to customers and letters of credit are subject to the same credit origination, portfolio maintenance and
management procedures in effect to monitor other credit and off-balance sheet products. Typically, these instruments have one-year expirations terms with an option to renew upon annual review; therefore, the total amounts do not necessarily
represent future cash requirements. At December 31, 2024 and 2023, standby letters of credit were $50.8 million and $44.7 million, respectively. As of December 31, 2024 and 2023, the fair value of the Company’s standby letters of credit was
not significant. The following table sets forth the commitment expiration period for standby letters of credit at:
| (In thousands) | December 31, 2024 | ||
|---|---|---|---|
| Within one year | $ | 38,810 | |
| After one but within three years | 11,109 | ||
| After three but within five years | 590 | ||
| After five years | 323 | ||
| Total | $ | 50,832 |
Interest Rate Swaps
The Company records all derivatives at fair value on the consolidated balance sheet. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative,
whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and
qualifying as a hedge of the exposure to changes in the fair value of an asset, liability or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. The Company may enter into derivative
contracts that are intended to economically hedge certain of its risks, even if hedge accounting does not apply or if the Company elects not to apply hedge accounting. For derivatives designated as fair value hedges, changes in the fair value
of the derivative and the hedged item related to the hedged risk are recognized in earnings.
When the Company purchases or sells a portion of a commercial loan that has an existing interest rate swap, it may enter into a risk
participation agreement to provide credit protection to the financial institution that originated the swap transaction should the borrower fail to perform on its obligation. The Company enters into both risk participation agreements
in which it purchases credit protection from other financial institutions and those in which it provides credit protection to other financial institutions. Any fee paid to the Company under a risk participation agreement is in
consideration of the credit risk of the counterparties and is recognized in the income statement. Credit risk on the risk participation agreements is determined after considering the risk rating, PD and LGD of the counterparties.
Loans Serviced for Others and Loans Sold with Recourse
The total amount of loans serviced by the Company for unrelated third parties was approximately $982.5 million and $856.9 million at December 31, 2024 and 2023, respectively. At December 31,
2024 and 2023, the Company had $0.9 million and $1.0 million, respectively, of mortgage servicing rights. At December 31, 2024 and 2023, the Company serviced $24.7 million and $26.4 million, respectively, of agricultural loans sold with
recourse. Due to sufficient collateral on these loans and government guarantees, no reserve is considered necessary at December 31, 2024 and 2023.
Capital Resources
Consistent with its goal to operate a sound and profitable financial institution, the Company actively seeks to maintain a “well-capitalized” institution in accordance with regulatory standards.
The principal source of capital to the Company is earnings retention. The Company’s and the Bank’s capital measurements are in excess of both regulatory minimum guidelines and meet the requirements to be considered well-capitalized.
The Company’s primary source of funds is dividends from its subsidiaries. Various laws and regulations restrict the ability of banks to pay dividends to their stockholders. Generally, the
payment of dividends by the Company in the future as well as the payment of interest on the capital securities will require the generation of sufficient future earnings by its subsidiaries.
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Certain restrictions exist regarding the ability of the Bank to transfer funds to the Company in the form of cash dividends. The approval of the OCC is required to pay dividends when a bank
fails to meet certain minimum regulatory capital standards or when such dividends are in excess of a subsidiary bank’s earnings retained in the current year plus retained net profits for the preceding two years as specified in applicable OCC
regulations. At December 31, 2024 and 2023, approximately $107.6 million and $106.6 million, respectively, of the total stockholders’ equity of the Bank was available for payment of dividends to the Company without approval by the OCC. The
Bank’s ability to pay dividends also is subject to the Bank being in compliance with regulatory capital requirements. The Bank is currently in compliance with these requirements. Under the State of Delaware General Corporation Law, the
Company may declare and pay dividends either out of accumulated net retained earnings or capital surplus.
Stock Repurchase Plan
The Company purchased 7,600 shares of its common stock during the year ended December 31, 2024 at an average price of $33.02 per share under
its previously announced share repurchase program. The Company may repurchase shares of its common stock from time to time to mitigate the potential dilutive effect of stock-based incentive plans and other potential uses of common stock for
corporate purposes. The Company did not purchase any shares of its common stock during the fourth quarter of 2024. As of December 31, 2024, there were 1,992,400 shares available for repurchase under this plan authorized on December 18, 2023, which is set to expire on December 31, 2025.
Recent Accounting Updates
See Note 2 to the consolidated financial statements for a detailed discussion of new accounting pronouncements.
2023 OPERATING RESULTS AS COMPARED TO 2022 OPERATING RESULTS
For similar operating and financial data and discussion of our results for the year ended December 31, 2023 compared to our results for the year ended December 31, 2022, refer
to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under Part II of our annual report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 29, 2024 and is
incorporated herein by reference.
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FY 2023 10-K MD&A
SEC filing source: 0001140361-24-010464.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The purpose of this discussion and analysis is to provide a concise description of the consolidated financial condition and results of operations of NBT Bancorp Inc. (“NBT”) and its wholly-owned
subsidiaries, including NBT Bank, National Association (the “Bank”), NBT Financial Services, Inc. (“NBT Financial”) and NBT Holdings, Inc. (“NBT Holdings”) (collectively referred to herein as the “Company”). When we refer to “NBT,” “we,” “our,”
“us,” and “the Company”, we mean NBT Bancorp Inc. and our consolidated subsidiaries, unless the context indicates that we refer only to the parent company, NBT Bancorp Inc. When we refer to the “Bank”, we mean our only bank subsidiary, NBT Bank,
National Association, and its subsidiaries. This discussion will focus on results of operations for the fiscal years ended December 31, 2023, 2022, and 2021, and financial condition as of December 31, 2023 and 2022, including capital resources and
asset/liability management. This discussion and analysis should be read in conjunction with the Company’s consolidated financial statements and related notes.
Forward-Looking Statements
Certain statements in this filing and future filings by the Company with the Securities and Exchange Commission (“SEC”), in the Company’s press releases or other public or stockholder
communications or in oral statements made with the approval of an authorized executive officer, contain forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995. These statements may be identified by the use of
phrases such as “anticipate,” “believe,” “expect,” “forecasts,” “projects,” “will,” “can,” “would,” “should,” “could,” “may,” or other similar terms. There are a number of factors, many of which are beyond the Company’s control that could cause
actual results to differ materially from those contemplated by the forward-looking statements. The discussion in Item 1A, “Risk Factors,” lists some of the factors that could cause our actual results to vary materially from those expressed or
implied by any forward-looking statements, and such discussion is incorporated into this discussion by reference.
The Company cautions readers not to place undue reliance on any forward-looking statements, which speak only as of the date made, and advises readers that various factors, including, but not
limited to, those described above and other factors discussed in the Company’s annual and quarterly reports previously filed with the SEC, could affect the Company’s financial performance and could cause the Company’s actual results or
circumstances for future periods to differ materially from those anticipated or projected.
Unless required by law, the Company does not undertake, and specifically disclaims any obligations to, publicly release any revisions that may be made to any forward-looking statements to reflect
the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.
General
NBT Bancorp Inc. is a financial holding company headquartered in Norwich, NY, with total assets of $13.31 billion at December 31, 2023. The Company’s business, primarily conducted through the
Bank and its full-service retirement plan administration and recordkeeping subsidiary and full-service insurance agency subsidiary, consists of providing commercial banking, retail banking, wealth management and other financial services primarily
to customers in its market area, which includes upstate New York, northeastern Pennsylvania, southern New Hampshire, western Massachusetts, Vermont, southern Maine and central and northwestern Connecticut. The Company’s business philosophy is to
operate as a community bank with local decision-making, providing a broad array of banking and financial services to retail, commercial and municipal customers. The financial review that follows focuses on the factors affecting the consolidated
financial condition and results of operations of the Company and its wholly-owned subsidiaries, the Bank, NBT Financial and NBT Holdings during 2023 and, in summary form, the preceding two years. Net interest margin is presented in this discussion
on a fully taxable equivalent (“FTE”) basis. Average balances discussed are daily averages unless otherwise described. The audited consolidated financial statements and related notes as of December 31, 2023 and 2022 and for each of the years in the
three-year period ended December 31, 2023 should be read in conjunction with this review.
Critical Accounting Policies
Critical Accounting Policies
The accounting and reporting policies followed by the Company conform, in all material respects, to accounting principles generally accepted in the United States of America (“GAAP”) and to general practices within the financial services industry.
In the course of normal business activity, management must select and apply many accounting policies and methodologies and make estimates and assumptions that lead to the financial results presented in the Company’s consolidated financial
statements and accompanying notes. There are uncertainties inherent in making these estimates and assumptions, which could materially affect the Company’s results of operations and financial position.
Management considers accounting estimates to be critical to reported financial results if (i) the accounting estimates require management to make assumptions about matters that are highly uncertain, and (ii) different estimates that management
reasonably could have used for the accounting estimate in the current period, or changes in the accounting estimate that are reasonably likely to occur from period to period, could have a material impact on the Company’s financial statements.
Management considers the accounting policies relating to the allowance for credit losses (“allowance”, or “ACL”) and the determination of fair values for acquired assets and assumed liabilities in a business combination, including intangible
assets such as goodwill, to be critical accounting policies because of the uncertainty and subjectivity involved in these policies and the material effect that estimates related to these areas can have on the Company’s results of operations.
The Company’s methodology for estimating the allowance considers available relevant information about the collectability of cash flows, including information about past events, current conditions, and reasonable and supportable forecasts. Refer
to Note 1 and Note 6 to the consolidated financial statements included elsewhere in this report.
Goodwill represents the cost of the acquired business in excess of the fair value of the related net assets acquired. Following a merger, the determination of fair values for acquired assets and assumed liabilities, including intangible assets
such as goodwill, becomes critical. All acquired assets, including goodwill and other intangible assets, and assumed liabilities in purchase acquisitions are recorded at fair value as of the acquisition date. The Company expenses all
acquisition-related costs as incurred as required by Accounting Standards Codification (“ASC”) Topic 805, “Business Combinations.”
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The determination of fair values for acquired loans in a business combination is a significant aspect of our financial reporting process. The
valuation of acquired loans relied on a discounted cash flow approach applied on a pooled basis, utilizing a forecast of principal and interest payments. This methodology segmented the acquired loan portfolio by loan type, term, interest rate,
payment frequency and payment, and incorporated specific key valuation assumptions, encompassing prepayments, probability of default, loss given default, and the discount rate to ascertain the fair value of these assets. Given the inherent
subjectivity and reliance on future cash flows and market conditions, this process involves considerable judgment and estimation uncertainty.
The Company conducts an annual review of goodwill impairment and conducts quarterly analyses to identify any events that may necessitate an interim
assessment. The Company initially undertakes a qualitative evaluation of goodwill to ascertain whether certain events or circumstances indicate a likelihood that the fair value of a reporting unit is less than its carrying amount. This
qualitative evaluation demands considerable managerial discretion, and if it suggests that the fair value of a reporting unit is unlikely to be less than the carrying value, no quantitative analysis is required. Inputs for this qualitative
analysis requiring managerial judgment encompass macroeconomic conditions, industry and market conditions, the financial performance of the reporting unit, and other pertinent events influencing the fair value of the reporting unit.
For information on the Company’s significant accounting policies and to gain a greater understanding of how the Company’s financial performance is reported, refer to Note 1 to the consolidated financial statements included elsewhere in this
report.
Critical Accounting Estimates
SEC guidance requires disclosure of “critical accounting estimates.” The SEC defines “critical accounting estimates” as those estimates made in accordance with U.S. generally accepted accounting
principles that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the financial condition or results of operations of the registrant. The Company follows financial accounting
and reporting policies that are in accordance with GAAP. The allowance for credit losses and the allowance for unfunded commitments policies are deemed to meet the SEC’s definition of a critical accounting estimate.
Allowance for Credit Losses and Unfunded Commitments
The allowance for credit losses consists of the allowance for credit losses and the allowance for losses on unfunded commitments. The measurement of Current Expected Credit Losses (“CECL”) on financial instruments requires an estimate of the credit
losses expected over the life of an exposure (or pool of exposures). The estimate of expected credit losses under the CECL approach is based on relevant information about past events, current conditions, and reasonable and supportable forecasts
that affect the collectability of the reported amounts. Historical loss experience is generally the starting point for estimating expected credit losses. The Company then considers whether the historical loss experience should be adjusted for
asset-specific risk characteristics or current conditions at the reporting date that did not exist over the period from which historical experience was used. Finally, the Company considers forecasts about future economic conditions that are
reasonable and supportable. The allowance for credit losses for loans, as reported in our consolidated statements of financial condition, is adjusted by an expense for credit losses, which is recognized in earnings, and reduced by the charge-off of
loan amounts, net of recoveries. The allowance for losses on unfunded commitments represents the expected credit losses on off-balance sheet commitments such as unfunded commitments to extend credit and standby letters of credit. However, a
liability is not recognized for commitments unconditionally cancellable by the Company. The allowance for losses on unfunded commitments is determined by estimating future draws and applying the expected loss rates on those draws.
Management of the Company considers the accounting policy relating to the allowance for credit losses to be a critical accounting estimate given the uncertainty in evaluating the level of the
allowance required to cover management’s estimate of all expected credit losses over the expected contractual life of our loan portfolio. Determining the appropriateness of the allowance is complex and requires 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 for credit losses in those future periods.
While management’s current evaluation of the allowance for credit losses indicates that the allowance is appropriate, the allowance may need to be increased under adversely different conditions or assumptions. The impact of utilizing the CECL
approach to calculate the reserve for credit losses will be significantly influenced by the composition, characteristics and quality of our loan portfolio, as well as the prevailing economic conditions and forecasts utilized. Material changes to
these and other relevant factors may result in greater volatility to the reserve for credit losses, and therefore, greater volatility to our reported earnings.
One of the most significant judgments involved in estimating the Company’s allowance for credit losses relates to the macroeconomic forecasts used to estimate expected credit losses over the
forecast period. As of December 31, 2023, the quantitative model incorporates a baseline economic outlook along with an alternative downside scenario sourced from a reputable third-party to accommodate other potential economic conditions in the
model. At December 31, 2023, the weightings were 70% and 30% for the baseline and downside economic forecasts, respectively. The baseline outlook reflected an unemployment rate environment starting at 3.8% and increasing slightly during the
forecast period to 4.1%. Northeast GDP’s annualized growth (on a quarterly basis) was expected to start the first quarter of 2024 at approximately 3.7% before decreasing to a low of 2.9% in the third quarter of 2024 and then increasing to 3.8% by
the end of the forecast period. Other utilized economic variable forecasts are mixed compared to the prior year, with retail sales up, business output mixed, and housing starts down. Key assumptions in the baseline economic outlook included
currently being in a full employment economy, continued tapering of the Federal Reserve balance sheet, and the Federal Open Market Committee (“FOMC”) beginning to cut rates in the second quarter of 2024. The alternative downside scenario assumed
deteriorated economic conditions from the baseline outlook. Under this scenario, northeast unemployment increases to a peak of 7.0% in the first quarter of 2025. These scenarios and their respective weightings are evaluated at each measurement date
and reflect management’s expectations as of December 31, 2023. All else held equal, the changes in the weightings of our forecasted scenarios would impact the amount of estimated allowance for credit losses through changes in the quantitative
reserve and scenario-specific qualitative adjustments. To demonstrate the sensitivity of the allowance for credit losses estimate to macroeconomic forecast weightings assumptions as of December 31, 2023, the Company attributed the change in
scenario weightings to the change in the allowance for credit losses, with a 10% decrease to the downside scenario and a 10% increase to the baseline scenario causing a 4% decrease in the overall estimated allowance for credit losses. To further
demonstrate the sensitivity of the allowance for credit losses estimate to macroeconomic forecast weightings assumptions as of December 31, 2023, the Company increased the downside scenario to 100% which resulted in a 26% increase in the overall
estimated allowance for credit losses.
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Non-GAAP Measures
This Annual Report on Form 10-K contains financial information determined by methods other than in accordance with GAAP. Where non-GAAP disclosures are used in this Annual Report on Form 10-K,
the comparable GAAP measure, as well as a reconciliation to the comparable GAAP measure, is provided in the accompanying tables. Management believes that these non-GAAP measures provide useful information that is important to an understanding of
the results of the Company’s core business as well as provide information standard in the financial institution industry. Non-GAAP measures should not be considered a substitute for financial measures determined in accordance with GAAP and
investors should consider the Company’s performance and financial condition as reported under GAAP and all other relevant information when assessing the performance or financial condition of the Company. Amounts previously reported in the
consolidated financial statements are reclassified whenever necessary to conform to current period presentation.
Overview
Significant factors management reviews to evaluate the Company’s operating results and financial condition include, but are not limited to: net income and earnings per share, return on average
assets and equity, net interest margin, noninterest income, operating expenses, asset quality indicators, loan and deposit growth, capital management, liquidity and interest rate sensitivity, enhancements to customer products and services,
technology advancements, market share and peer comparisons. The following information should be considered in connection with the Company’s results for the fiscal year ended December 31, 2023:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | the acquisition of Salisbury Bancorp, Inc. (“Salisbury”) by the merger of Salisbury with and into the Company was completed on August 11, 2023; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | net income for the year ended December 31, 2023 was $118.8 million, down $33.2 million from the year ended December 31, 2022; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | diluted earnings per share of $2.65 for the year ended December 31, 2023, down $0.87 from the year ended December 31, 2022; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | operating net income(1), a non-GAAP measure, which excludes acquisition expenses, acquisition-related provision for credit losses, securities (losses) gains and an impairment of a minority interest equity investment, net of tax, was $144.7 million, or $3.23 per diluted common share, for the year ended December 31, 2023; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | excluding securities (losses) gains, noninterest income represented 29% of total revenues and was $151.5 million for the year ended December 31, 2023, down $5.2 million, or 3.3% from the year ended December 31, 2022; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | noninterest expense, excluding $10.0 million of acquisition expenses for the year ended December 31, 2023 and $1.0 million for the year ended December 31, 2022, respectively, was up $28.2 million, or 9.3%, from the prior year; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | period end total loans were $9.65 billion, up $1.50 billion, or 18.4% from December 31, 2022, excluding the $1.18 billion of loans acquired from Salisbury, loans grew $320.6 million, or 3.9%, since December 31, 2022; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | period end total deposits were $10.97 billion, up $1.47 billion, or 15.5% from December 31, 2022, excluding the $1.31 billion of deposits acquired from Salisbury, deposits increased $164.1 million, or 1.7%, since December 31, 2022; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | credit quality metrics including net charge-offs of 0.19% and allowance for loan losses to total loans at 1.19%; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | book value per share of $30.26 at December 31, 2023; tangible book value per share was $21.72(1) at December 31, 2023. |
| Column 1 | Column 2 |
|---|---|
| (1) | Non-GAAP measure - Refer to non-GAAP reconciliation below. |
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Salisbury Bancorp, Inc. Merger
On August 11, 2023, NBT completed its acquisition of Salisbury. Salisbury Bank was a Connecticut-chartered commercial bank with 13 banking offices in northwestern Connecticut, the Hudson Valley
region of New York, and southwestern Massachusetts. In connection with the acquisition, the Company issued 4.32 million shares and acquired approximately $1.46 billion of identifiable assets, including $1.18 billion of loans, $122.7 million in
investment securities which were sold immediately after the merger, $31.2 million of core deposit intangibles and $4.7 million in a wealth management customer intangible, as well as $1.31 billion in deposits. As of the acquisition date, the fair
value discount was $78.7 million for loans, net of the reclassification of the purchase credit deteriorated allowance, and was $3.0 million for subordinated debt. The Company established a $14.5 million allowance for acquired Salisbury loans
which included both the $5.8 million allowance for purchase credit deteriorated (“PCD”) loans reclassified from loans and the $8.8 million allowance for non-PCD loans recognized through the provision for loan losses.
Results of Operations
Net income for the year ended December 31, 2023 was $118.8 million, or $2.65 per diluted common share, compared to $152.0 million, or $3.52 per diluted share, in the prior year.
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Operating net income(1), a non-GAAP measure, which excludes the impact of acquisition expenses, acquisition-related provision for credit losses, securities (losses) gains and an impairment of a minority interest equity investment, the Company generated $3.23 per diluted share of earnings in 2023, compared to $3.56 per diluted share in 2022. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The Company incurred a $4.5 million ($0.08 per diluted share) securities loss on the sale of two subordinated debt securities held in the available for sale (“AFS”) portfolio and a $5.0 million ($0.09 per diluted share) securities loss on the write-off of a subordinated debt security of a failed financial institution. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The Company incurred acquisition expenses of $10.0 million ($0.18 per diluted share) and $1.0 million ($0.02 per diluted share) related to the merger with Salisbury in 2023 and 2022, respectively. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The Company recorded a full $4.8 million ($0.08 per diluted share) impairment of its minority interest equity investment in a provider of financial and technology services to residential solar equipment installers due to the uncertainty in the realizability of the investment in other noninterest expense in the consolidated statements of income. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Net interest income in 2023 increased $16.0 million in comparison to 2022, primarily due to the impact of the Salisbury acquisition. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The Company recorded a provision for loan losses of $25.3 million ($0.44 per diluted share) in 2023, compared to $17.1 million ($0.31 per diluted share) in 2022. Included in the provision expense for 2023 was $8.8 million of acquisition-related provision for loan losses. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Card services income decreased $8.2 million from prior year outcomes driven by the impact of the Company being subject to the statutory price cap provisions of the Durbin Amendment to the Dodd-Frank Act (“Durbin Amendment”). |
The following table sets forth certain financial highlights:
| Years Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2021 | ||||||||||
| Performance: | ||||||||||||
| Diluted earnings per share | $ | 2.65 | $ | 3.52 | $ | 3.54 | ||||||
| Return on average assets | 0.95 | % | 1.29 | % | 1.33 | % | ||||||
| Return on average equity | 9.34 | % | 12.67 | % | 12.71 | % | ||||||
| Return on average tangible common equity | 13.02 | % | 16.89 | % | 16.92 | % | ||||||
| Net interest margin (FTE) | 3.29 | % | 3.34 | % | 3.03 | % | ||||||
| Capital: | ||||||||||||
| Equity to assets | 10.71 | % | 10.00 | % | 10.41 | % | ||||||
| Tangible equity ratio | 7.93 | % | 7.73 | % | 8.20 | % | ||||||
| Book value per share | $ | 30.26 | $ | 27.38 | $ | 28.97 | ||||||
| Tangible book value per share | $ | 21.72 | $ | 20.65 | $ | 22.26 | ||||||
| Leverage ratio | 9.71 | % | 10.32 | % | 9.41 | % | ||||||
| Common equity tier 1 capital ratio | 11.57 | % | 12.12 | % | 12.25 | % | ||||||
| Tier 1 capital ratio | 12.50 | % | 13.19 | % | 13.43 | % | ||||||
| Total risk-based capital ratio | 14.75 | % | 15.38 | % | 15.73 | % |
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The following tables provide non-GAAP reconciliations:
| Years Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands, except per share data) | 2023 | 2022 | 2021 | |||||||||
| Return on average tangible common equity: | ||||||||||||
| Net income | $ | 118,782 | $ | 151,995 | $ | 154,885 | ||||||
| Amortization of intangible assets (net of tax) | 3,551 | 1,698 | 2,106 | |||||||||
| Net income, excluding intangible amortization | $ | 122,333 | $ | 153,693 | $ | 156,991 | ||||||
| Average stockholders’ equity | $ | 1,272,333 | $ | 1,199,383 | $ | 1,218,449 | ||||||
| Less: average goodwill and other intangibles | 332,667 | 289,238 | 290,838 | |||||||||
| Average tangible common equity | $ | 939,666 | $ | 910,145 | $ | 927,611 | ||||||
| Return on average tangible common equity | 13.02 | % | 16.89 | % | 16.92 | % | ||||||
| Tangible equity ratio: | ||||||||||||
| Stockholders’ equity | $ | 1,425,691 | $ | 1,173,554 | $ | 1,250,453 | ||||||
| Intangibles | 402,294 | 288,545 | 289,468 | |||||||||
| Assets | $ | 13,309,040 | $ | 11,739,296 | $ | 12,012,111 | ||||||
| Tangible equity ratio | 7.93 | % | 7.73 | % | 8.20 | % | ||||||
| Tangible book value: | ||||||||||||
| Stockholders’ equity | $ | 1,425,691 | $ | 1,173,554 | $ | 1,250,453 | ||||||
| Intangibles | 402,294 | 288,545 | 289,468 | |||||||||
| Tangible equity | $ | 1,023,397 | $ | 885,009 | $ | 960,985 | ||||||
| Diluted common shares outstanding | 47,110 | 42,858 | 43,168 | |||||||||
| Tangible book value per share | $ | 21.72 | $ | 20.65 | $ | 22.26 | ||||||
| Operating net income: | ||||||||||||
| Net income | $ | 118,782 | $ | 151,995 | $ | 154,885 | ||||||
| Acquisition expenses | 9,978 | 967 | - | |||||||||
| Acquisition-related provision for credit losses | 8,750 | - | - | |||||||||
| Acquisition-related reserve for unfunded loan commitments | 836 | - | - | |||||||||
| Impairment of a minority interest equity investment | 4,750 | - | - | |||||||||
| Litigation settlement cost | - | - | 4,250 | |||||||||
| Securities losses (gains) | 9,315 | 1,131 | (566 | ) | ||||||||
| Adjustment to net income | $ | 33,629 | $ | 2,098 | $ | 3,684 | ||||||
| Adjustment to net income (net of tax) | $ | 25,965 | $ | 1,623 | $ | 2,854 | ||||||
| Operating net income | $ | 144,747 | $ | 153,618 | $ | 157,739 | ||||||
| Operating diluted earnings per share | $ | 3.23 | $ | 3.56 | $ | 3.61 |
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2024 Outlook
The Company’s 2023 earnings reflected a continued ability to invest in the Company’s future while managing through significant volatility in the interest rate environment and overall economic
conditions which have challenged the financial services industry. Throughout 2023, the Company, along with other financial services companies, experienced lingering disruptions from the coronavirus (“COVID-19”) pandemic. Mainly, the interest rate
volatility associated with the rapid downward shift in the yield curve which remained fairly flat for the majority of 2021 and into early 2022, followed by the drastic rise in rates beginning in the second quarter of 2022, which resulted in an
inverted yield curve for the remainder of 2022 and throughout 2023. This rate increase and curve inversion was highly correlated with a significant tightening of monetary policy to combat heightened inflation. Additionally, the three regional
bank failures which occurred in the first quarter of 2023 resulted in heightened competition for balance sheet liquidity, which resulted in increased cost of funding as well assessment of earning asset growth capacity.
While economic indicators have remained mixed, they have trended toward the decline of inflation. Given this decline in inflation the probability for Federal Funds rate reductions in 2024 have
increased. This anticipated interest rate decline, coupled with strong consumer and corporate balance sheets support a view that the potential for recession has been reduced and that any form of economic slowdown could be mild. Significant items
that may have an impact on 2024 results include:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Excess liquidity in the banking system has significantly decreased: |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ο | loan growth may be negatively impacted as interest rates have risen and lenders have reverted back to historical credit spreads to account for overall higher cost of funds; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ο | cost of deposits as well as overall cost of funds could continue to negatively impact net interest margin. While declining short term interest rates may allow for cost of funds reductions, the elevated level of relative interest rates and the bank failures in early 2023 continue to pressure competition for deposits as well as the associated cost of funds; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ο | higher short-term interest rates have continued to afford deposit customers investment opportunities outside the banking system resulting in deposit declines across the industry, however, a decline to short-term interest rates could potentially mitigate this; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ο | Investment purchases have slowed as runoff of investment cash flows have been utilized as a source of funding. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The Federal Reserve has continued to combat elevated inflation, with the result being inflationary pressures having declined in the second half of 2023: |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ο | this reduced inflation has had a material impact on current and expected Federal Reserve monetary policy; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ο | the tightening of monetary policy through measures to raise interest rates seen in 2022 and 2023 could begin to reverse itself in 2024 given softening inflation; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ο | the loosening of monetary policy through the reduction to short term interest rates in 2024 could have a negative impact on overall net interest income given the decline in interest rates on floating rate assets. This risk has been mitigated by the Bank’s migration to a more neutral interest rate sensitivity position. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The Company’s continued focus on long-term strategies including growth in the New England markets, diversification of revenue sources, improving operating efficiencies and investing in technology. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The Company’s merger with Salisbury is expected to provide earnings benefit and incremental growth potential in these new markets. |
The Company’s 2024 outlook is subject to factors in addition to those identified above and those risks and uncertainties that could impact the Company’s future
results are explained in Item 1A. Risk Factors.
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Asset/Liability Management
The Company attempts to maximize net interest income and net income, while actively managing its liquidity and interest rate sensitivity through the mix of various core deposit products and
other sources of funds, which in turn fund an appropriate mix of earning assets. The changes in the Company’s asset mix and sources of funds, and the resulting impact on net interest income, on an FTE basis, are discussed below. The following
table includes the condensed consolidated average balance sheet, an analysis of interest income/expense and average yield/rate for each major category of earning assets and interest-bearing liabilities on a taxable equivalent basis.
Average Balances and Net Interest Income
| 2023 | 2022 | 2021 | ||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in thousands) | Average Balance | Interest | Yield/ Rate | Average Balance | Interest | Yield/ Rate | Average Balance | Interest | Yield/ Rate | |||||||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||||||||||||
| Short-term interest-bearing accounts | $ | 126,765 | $ | 6,259 | 4.94 | % | $ | 440,429 | $ | 3,072 | 0.70 | % | $ | 932,086 | $ | 1,229 | 0.13 | % | ||||||||||||||||||
| Securities taxable(1) | 2,377,596 | 45,176 | 1.90 | % | 2,424,925 | 43,229 | 1.78 | % | 1,910,641 | 31,962 | 1.67 | % | ||||||||||||||||||||||||
| Securities tax-exempt(1) (3) | 214,053 | 6,730 | 3.14 | % | 233,515 | 5,070 | 2.17 | % | 220,759 | 4,929 | 2.23 | % | ||||||||||||||||||||||||
| Federal Reserve Bank and FHLB stock | 48,641 | 3,368 | 6.92 | % | 27,040 | 995 | 3.68 | % | 25,255 | 616 | 2.44 | % | ||||||||||||||||||||||||
| Loans(2) (3) | 8,803,228 | 463,290 | 5.26 | % | 7,772,962 | 333,008 | 4.28 | % | 7,543,149 | 302,331 | 4.01 | % | ||||||||||||||||||||||||
| Total interest-earning assets | $ | 11,570,283 | $ | 524,823 | 4.54 | % | $ | 10,898,871 | $ | 385,374 | 3.54 | % | $ | 10,631,890 | $ | 341,067 | 3.21 | % | ||||||||||||||||||
| Other assets | 923,850 | 893,197 | 983,809 | |||||||||||||||||||||||||||||||||
| Total assets | $ | 12,494,133 | $ | 11,792,068 | $ | 11,615,699 | ||||||||||||||||||||||||||||||
| Liabilities and stockholders’ equity: | ||||||||||||||||||||||||||||||||||||
| Money market deposit accounts | $ | 2,418,450 | $ | 62,475 | 2.58 | % | $ | 2,447,978 | $ | 4,955 | 0.20 | % | $ | 2,587,748 | $ | 5,117 | 0.20 | % | ||||||||||||||||||
| NOW deposit accounts | 1,555,414 | 8,298 | 0.53 | % | 1,578,831 | 2,600 | 0.16 | % | 1,452,560 | 738 | 0.05 | % | ||||||||||||||||||||||||
| Savings deposits | 1,715,749 | 650 | 0.04 | % | 1,829,360 | 592 | 0.03 | % | 1,656,893 | 829 | 0.05 | % | ||||||||||||||||||||||||
| Time deposits | 1,006,867 | 33,218 | 3.30 | % | 464,912 | 1,776 | 0.38 | % | 577,150 | 4,030 | 0.70 | % | ||||||||||||||||||||||||
| Total interest-bearing deposits | $ | 6,696,480 | $ | 104,641 | 1.56 | % | $ | 6,321,081 | $ | 9,923 | 0.16 | % | $ | 6,274,351 | $ | 10,714 | 0.17 | % | ||||||||||||||||||
| Federal funds purchased | 24,575 | 1,269 | 5.16 | % | 14,644 | 588 | 4.02 | % | 17 | - | - | |||||||||||||||||||||||||
| Repurchase agreements | 70,251 | 747 | 1.06 | % | 69,561 | 67 | 0.10 | % | 100,519 | 132 | 0.13 | % | ||||||||||||||||||||||||
| Short-term borrowings | 450,377 | 23,592 | 5.24 | % | 46,371 | 1,968 | 4.24 | % | 1,302 | 26 | 2.00 | % | ||||||||||||||||||||||||
| Long-term debt | 24,247 | 925 | 3.81 | % | 6,579 | 161 | 2.45 | % | 15,479 | 389 | 2.51 | % | ||||||||||||||||||||||||
| Subordinated debt, net | 105,756 | 6,076 | 5.75 | % | 98,439 | 5,424 | 5.51 | % | 98,259 | 5,437 | 5.53 | % | ||||||||||||||||||||||||
| Junior subordinated debt | 101,196 | 7,320 | 7.23 | % | 101,196 | 3,749 | 3.70 | % | 101,196 | 2,090 | 2.07 | % | ||||||||||||||||||||||||
| Total interest-bearing liabilities | $ | 7,472,882 | $ | 144,570 | 1.93 | % | $ | 6,657,871 | $ | 21,880 | 0.33 | % | $ | 6,591,123 | $ | 18,788 | 0.29 | % | ||||||||||||||||||
| Demand deposits | 3,463,608 | 3,696,957 | 3,565,693 | |||||||||||||||||||||||||||||||||
| Other liabilities | 285,310 | 237,857 | 240,434 | |||||||||||||||||||||||||||||||||
| Stockholders’ equity | 1,272,333 | 1,199,383 | 1,218,449 | |||||||||||||||||||||||||||||||||
| Total liabilities and stockholders’ equity | $ | 12,494,133 | $ | 11,792,068 | $ | 11,615,699 | ||||||||||||||||||||||||||||||
| Net interest income (FTE) | $ | 380,253 | $ | 363,494 | $ | 322,279 | ||||||||||||||||||||||||||||||
| Interest rate spread | 2.61 | % | 3.21 | % | 2.92 | % | ||||||||||||||||||||||||||||||
| Net interest margin (FTE) | 3.29 | % | 3.34 | % | 3.03 | % | ||||||||||||||||||||||||||||||
| Taxable equivalent adjustment | $ | 2,034 | $ | 1,304 | $ | 1,191 | ||||||||||||||||||||||||||||||
| Net interest income | $ | 378,219 | $ | 362,190 | $ | 321,088 |
| Column 1 | Column 2 |
|---|---|
| (1) | Securities are shown at average amortized cost. |
| Column 1 | Column 2 |
|---|---|
| (2) | For purposes of these computations, nonaccrual loans and loans held for sale are included in the average loan balances outstanding. |
| Column 1 | Column 2 |
|---|---|
| (3) | Interest income for tax-exempt securities and loans have been adjusted to an FTE basis using the statutory Federal income tax rate of 21%. |
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2023 OPERATING RESULTS AS COMPARED TO 2022 OPERATING RESULTS
Net Interest Income
Net interest income for the year ended December 31, 2023 was $378.2 million, up $16.0 million, or 4.4%, from 2022. FTE net interest margin was 3.29% for the year ended
December 31, 2023, a decrease of 5 basis points (“bps”) from 2022. Interest income increased $138.7 million, or 36.1%, as the yield on average interest-earning assets increased 100 bps from 2022 to 4.54%, while average interest-earning assets of
$11.57 billion increased $671.4 million primarily due to the Salisbury acquisition and organic loan growth partially offset by the decrease in short-term interest bearing accounts (“excess liquidity”). Interest expense was up $122.7 million, or
560.7%, for the year ended December 31, 2023 as compared to the year ended December 31, 2022, driven by interest-bearing deposit costs increasing 140 bps to 1.56%, as well as a $404.0 million increase in the average balances of short-term
borrowings and a 524 bps rate paid on those borrowings. The increase was also driven by the Company shifting from an excess liquidity position to an overnight borrowing position beginning in the fourth quarter of 2022. Included in net interest
income was $4.3 million of acquisition-related net accretion, which positively impacted net interest margin by 4 bps. The Federal Reserve raised its target fed funds rate to 550 basis points in 2023, positively impacting our yields on earning
assets.
Analysis of Changes in FTE Net Interest Income
| Increase (Decrease) 2023 over 2022 | Increase (Decrease) 2022 over 2021 | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands) | Volume | Rate | Total | Volume | Rate | Total | ||||||||||||||||||
| Short-term interest-bearing accounts | $ | (3,583 | ) | $ | 6,770 | $ | 3,187 | $ | (953 | ) | $ | 2,796 | $ | 1,843 | ||||||||||
| Securities taxable | (856 | ) | 2,803 | 1,947 | 9,057 | 2,210 | 11,267 | |||||||||||||||||
| Securities tax-exempt | (452 | ) | 2,112 | 1,660 | 279 | (138 | ) | 141 | ||||||||||||||||
| Federal Reserve Bank and FHLB stock | 1,128 | 1,245 | 2,373 | 46 | 333 | 379 | ||||||||||||||||||
| Loans | 47,841 | 82,441 | 130,282 | 9,406 | 21,271 | 30,677 | ||||||||||||||||||
| Total FTE interest income | $ | 44,077 | $ | 95,372 | $ | 139,449 | $ | 17,835 | $ | 26,472 | $ | 44,307 | ||||||||||||
| Money market deposit accounts | (60 | ) | 57,580 | 57,520 | (281 | ) | 119 | (162 | ) | |||||||||||||||
| NOW deposit accounts | (39 | ) | 5,737 | 5,698 | 70 | 1,792 | 1,862 | |||||||||||||||||
| Savings deposits | (38 | ) | 96 | 58 | 79 | (316 | ) | (237 | ) | |||||||||||||||
| Time deposits | 4,164 | 27,278 | 31,442 | (677 | ) | (1,577 | ) | (2,254 | ) | |||||||||||||||
| Federal funds purchased | 479 | 202 | 681 | 588 | - | 588 | ||||||||||||||||||
| Repurchase agreements | 1 | 679 | 680 | (35 | ) | (30 | ) | (65 | ) | |||||||||||||||
| Short-term borrowings | 21,058 | 566 | 21,624 | 1,881 | 61 | 1,942 | ||||||||||||||||||
| Long-term debt | 632 | 132 | 764 | (218 | ) | (10 | ) | (228 | ) | |||||||||||||||
| Subordinated debt, net | 414 | 238 | 652 | 10 | (23 | ) | (13 | ) | ||||||||||||||||
| Junior subordinated debt | - | 3,571 | 3,571 | - | 1,659 | 1,659 | ||||||||||||||||||
| Total FTE interest expense | $ | 26,610 | $ | 96,080 | $ | 122,690 | $ | 1,417 | $ | 1,675 | $ | 3,092 | ||||||||||||
| Change in FTE net interest income | $ | 17,467 | $ | (708 | ) | $ | 16,759 | $ | 16,418 | $ | 24,797 | $ | 41,215 |
Loans and Corresponding Interest and Fees on Loans
The average balance of loans increased by approximately $1.03 billion, or 13.3%, from 2022 to 2023 driven by the Salisbury acquisition and organic loan growth,
with increases in commercial and industrial (“C&I”), commercial real estate (“CRE”), indirect auto, residential solar and residential mortgage portfolios being partly offset by a reduction in the average balance of other consumer loans. The
yield on average loans increased from 4.28% in 2022 to 5.26% in 2023, as loans re-priced upward due to the interest rate environment in 2023. FTE interest income from loans increased 39.1%, from $333.0 million in 2022 to $463.3 million in 2023.
This increase was due to the increases in yields and an increase in the average balance.
Total loans were $9.65 billion and $8.15 billion at December 31, 2023 and 2022, respectively. Period end loans increased $1.50 billion or 18.4% from December 31,
2022, which included $1.18 billion of loans acquired from Salisbury. Commercial and industrial loans increased $88.2 million to $1.35 billion; commercial real estate loans increased $819.0 million to $3.63 billion; and total consumer loans
increased $593.4 million to $4.67 billion. Total loans represent approximately 72.5% of assets as of December 31, 2023, as compared to 69.4% as of December 31, 2022.
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The following table reflects the loan portfolio by major categories(1), net of deferred fees and origination
costs, for the years indicated:
Composition of Loan Portfolio
| December 31, | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands) | 2023 | 2022 | 2021 | 2020 | 2019 | ||||||||||||||
| Commercial & industrial | $ | 1,353,725 | $ | 1,265,082 | $ | 1,155,240 | $ | 1,121,224 | $ | 1,112,616 | |||||||||
| Commercial real estate | 3,626,910 | 2,807,941 | 2,655,367 | 2,526,813 | 2,331,650 | ||||||||||||||
| Paycheck protection program | 523 | 949 | 101,222 | 430,810 | - | ||||||||||||||
| Residential real estate | 2,125,804 | 1,649,870 | 1,571,232 | 1,466,662 | 1,445,156 | ||||||||||||||
| Indirect auto | 1,130,132 | 989,587 | 859,454 | 931,286 | 1,193,635 | ||||||||||||||
| Residential solar | 917,755 | 856,798 | 440,016 | 282,224 | 219,210 | ||||||||||||||
| Home equity | 337,214 | 314,124 | 330,357 | 387,974 | 444,082 | ||||||||||||||
| Other consumer | 158,650 | 265,796 | 385,571 | 351,892 | 389,749 | ||||||||||||||
| Total loans | $ | 9,650,713 | $ | 8,150,147 | $ | 7,498,459 | $ | 7,498,885 | $ | 7,136,098 |
| Column 1 | Column 2 |
|---|---|
| (1) | Loans are summarized by business line which does not align with how the Company assesses credit risk in the estimate for credit losses under CECL. |
Loans in the C&I and CRE portfolios, consist primarily of loans made to small and medium-sized entities. The Company offers a variety of loan options to meet the specific needs of our
commercial customers including term loans, time notes and lines of credit. Such loans are made available to businesses for working capital needs such as inventory and receivables, business expansion, equipment purchases, livestock purchases and
seasonal crop expenses. These loans are usually collateralized by business assets such as equipment, accounts receivable and perishable agricultural products, which are exposed to industry price volatility. The Company extends CRE loans to
facilitate various real estate transactions, encompassing acquisitions, refinancing, expansions, and enhancements to both commercial and agricultural properties. These loans are secured by liens on real estate assets, covering a spectrum of
properties including apartments, commercial structures, healthcare facilities, and others, whether occupied by owners or non-owners. Risks associated with the CRE portfolio pertain to the borrowers’ capacity to meet interest and principal
payments throughout the loan’s duration, as well as their ability to secure refinancing upon the loan’s maturity. The Company has a risk management framework that includes rigorous underwriting standards, targeted portfolio stress testing,
interest rate sensitivities on commercial borrowers and comprehensive credit risk monitoring mechanisms. The Company remains vigilant in monitoring market trends, economic indicators, and regulatory developments to promptly adapt our risk
management strategies as needed.
Within the CRE portfolio, approximately 78% comprises Non-Owner Occupied CRE, with the remaining 22% being Owner-Occupied CRE. Non-Owner Occupied CRE includes diverse sectors across the
Company’s markets such as apartments (33%), office spaces (17%), and construction (13%), along with retail, manufacturing, small commercial, accommodations, and others. Notably, office CRE loans account for 5% of the total outstanding loans,
predominantly serving suburban medical and professional tenants across suburban and small urban markets. These loans carry an average size of $2.5 million, with 14% maturing over the next two years. As of December 31, 2023, the total CRE
construction and development loans amounted to $347.2 million.
The Company participated in the Small Business Administration’s (“SBA”) Paycheck Protection Program (“PPP”), a guaranteed, forgivable loan program created under the Coronavirus Aid, Relief and
Economic Security Act (“CARES Act”) and the Consolidated Appropriation Act targeted to provide small businesses with support to cover payroll and certain other expenses. Loans made under the PPP are fully guaranteed by the SBA, the guarantee is
backed by the full faith and credit of the United States government. PPP covered loans also afford borrowers forgiveness up to the principal amount of the PPP covered loan, plus accrued interest, if the loan proceeds are used to retain workers
and maintain payroll or to make certain mortgage interest, lease and utility payments, and certain other criteria are satisfied. The SBA will reimburse PPP lenders for any amount of a PPP covered loan that is forgiven, and PPP lenders will not be
held liable for any representations made by PPP borrowers in connection with their requests for loan forgiveness. Lenders receive pre-determined fees for processing and servicing PPP loans. In addition, PPP loans are risk-weighted at zero percent
under the generally applicable Standardized Approach used to calculate risk-weighted assets for regulatory capital purposes.
Residential real estate loans consist primarily of loans secured by a first or second mortgage on primary residences. We originate adjustable-rate and fixed-rate, one-to-four-family residential
loans for the construction or purchase of a residential property or refinancing of a mortgage. These loans are collateralized by properties located in the Company’s market area. Subprime mortgage lending, which has been the riskiest sector of the
residential housing market, is not a market that the Company has ever actively pursued. The market does not apply a uniform definition of what constitutes “subprime” lending. Our reference to subprime lending relies upon the “Statement on
Subprime Mortgage Lending” issued by the Office of Thrift Supervision and the other federal bank regulatory agencies (the “Agencies”), on June 29, 2007, which further referenced the “Expanded Guidance for Subprime Lending Programs,” or the
Expanded Guidance, issued by the Agencies by press release dated January 31, 2001. As of December 31, 2023, there were $39.9 million in residential construction and development loans included in total loans.
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In 2017, the Company partnered with Sungage Financial, LLC. to offer financing to consumers for solar ownership with the program tailored for delivery through solar installers. Advances of
credit through this business line are to prime borrowers and are subject to the Company’s underwriting standards. Typically, the Company collects fees at origination that are deferred and recognized into interest income over the estimated life of
the loan.
The Company offers a variety of consumer loan products including indirect auto, home equity and other consumer loans. Indirect auto loans include indirect installment loans to individuals,
which are primarily secured by automobiles. Although automobile loans have generally been originated through dealers, all applications submitted through dealers are subject to the Company’s normal underwriting and loan approval procedures. Other
consumer loans consist of direct installment loans to individuals most secured by automobiles and other personal property and unsecured consumer loans across a national footprint originated through our relationship with national technology-driven
consumer lending companies that began over 10 years ago beginning with our investment in Springstone Financial LLC (“Springstone”) which was subsequently acquired by LendingClub in 2014. Springstone and LendingClub loans are in a planned run-off
status. In addition to installment loans, the Company also offers personal lines of credit, overdraft protection, home equity lines of credit and second mortgage loans (loans secured by a lien position on one-to-four family residential real
estate) to finance home improvements, debt consolidation, education and other uses. For home equity loans, consumers are able to borrow up to 85% of the equity in their homes, and are generally tied to Prime with a ten year draw followed by a
fifteen year amortization.
Loans by Maturity and Interest Rate Sensitivity
The following table presents the maturity distribution and an analysis of loans that have predetermined and floating interest rates. Scheduled repayments are reported in the maturity category
in which the contractual maturity is due. For loans without contractual maturities, classification of maturity is consistent with the policy elections to measure the allowance for credit losses. Specifically, C&I and CRE lines of credit
assume one year maturity for relationships over $1.0 million and five year maturity for relationships under $1.0 million, while home equity line of credits maturities are classified based on their fixed rate conversion date plus five years.
C&I includes PPP and other consumer includes home equity and other consumer loans.
| Remaining Maturity at December 31, 2023 | |||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands) | C&I | CRE | Indirect Auto | Residential Solar | Other Consumer | Residential | Total | ||||||||||||||||||||
| Within one year | $ | 263,204 | $ | 158,227 | $ | 13,380 | $ | 167 | $ | 22,393 | $ | 622 | $ | 457,993 | |||||||||||||
| From one to five years | 523,893 | 962,542 | 630,046 | 13,457 | 147,382 | 38,549 | 2,315,869 | ||||||||||||||||||||
| From five to fifteen years | 325,814 | 2,195,525 | 486,706 | 297,119 | 319,739 | 421,967 | 4,046,870 | ||||||||||||||||||||
| After fifteen years | 241,337 | 310,616 | - | 607,012 | 6,350 | 1,664,666 | 2,829,981 | ||||||||||||||||||||
| Total | $ | 1,354,248 | $ | 3,626,910 | $ | 1,130,132 | $ | 917,755 | $ | 495,864 | $ | 2,125,804 | $ | 9,650,713 | |||||||||||||
| Interest rate terms on amounts due after one year: | |||||||||||||||||||||||||||
| Fixed | $ | 760,886 | $ | 828,425 | $ | 1,116,713 | $ | 917,403 | $ | 240,404 | $ | 1,829,553 | $ | 5,693,384 | |||||||||||||
| Variable | $ | 330,158 | $ | 2,640,258 | $ | 39 | $ | 185 | $ | 233,067 | $ | 295,629 | $ | 3,499,336 |
Securities and Corresponding Interest and Dividend Income
The average balance of taxable securities AFS and held to maturity (“HTM”) decreased $47.3 million, or 2.0%, from 2022 to 2023. The yield on average taxable securities was 1.90% for 2023
compared to 1.78% in 2022. The average balance of tax-exempt securities AFS and HTM decreased from $233.5 million in 2022 to $214.1 million in 2023. The FTE yield on tax-exempt securities increased from 2.17% in 2022 to 3.14% in 2023.
The average balance of Federal Reserve Bank and Federal Home Loan Bank (“FHLB”) stock increased to $48.6 million in 2023 from $27.0 million in 2022. The yield on investments in Federal Reserve
Bank and FHLB stock increased from 3.68% in 2022 to 6.92% in 2023.
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Securities Portfolio
| As of December 31, | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2021 | |||||||||||||||||||||
| (In thousands) | Amortized Cost | Fair Value | Amortized Cost | Fair Value | Amortized Cost | Fair Value | |||||||||||||||||
| AFS securities: | |||||||||||||||||||||||
| U.S. treasury | $ | 133,302 | $ | 125,024 | $ | 132,891 | $ | 121,658 | $ | 73,016 | $ | 73,069 | |||||||||||
| Federal agency | 248,384 | 214,740 | 248,419 | 206,419 | 248,454 | 239,931 | |||||||||||||||||
| State & municipal | 96,251 | 86,306 | 97,036 | 82,851 | 95,531 | 94,088 | |||||||||||||||||
| Mortgage-backed | 473,813 | 422,268 | 536,021 | 473,694 | 603,375 | 606,675 | |||||||||||||||||
| Collateralized mortgage obligations | 614,886 | 541,544 | 669,111 | 588,363 | 623,930 | 621,595 | |||||||||||||||||
| Corporate | 48,442 | 40,976 | 60,404 | 54,240 | 50,500 | 52,003 | |||||||||||||||||
| Total AFS securities | $ | 1,615,078 | $ | 1,430,858 | $ | 1,743,882 | $ | 1,527,225 | $ | 1,694,806 | $ | 1,687,361 | |||||||||||
| HTM securities: | |||||||||||||||||||||||
| Federal agency | $ | 100,000 | $ | 82,216 | $ | 100,000 | $ | 79,322 | $ | 100,000 | $ | 95,635 | |||||||||||
| Mortgage-backed | 245,806 | 213,630 | 267,907 | 230,473 | 170,574 | 172,001 | |||||||||||||||||
| Collateralized mortgage obligations | 251,335 | 228,463 | 274,366 | 249,848 | 138,815 | 140,280 | |||||||||||||||||
| State & municipal | 308,126 | 290,215 | 277,244 | 253,004 | 323,821 | 327,344 | |||||||||||||||||
| Total HTM securities | $ | 905,267 | $ | 814,524 | $ | 919,517 | $ | 812,647 | $ | 733,210 | $ | 735,260 |
The Company’s mortgage-backed securities, U.S. agency notes and collateralized mortgage obligations are all guaranteed by Fannie Mae, Freddie Mac, FHLB, Federal Farm Credit Banks or Ginnie Mae
(“GNMA”). GNMA securities are considered similar in credit quality to U.S. Treasury securities, as they are backed by the full faith and credit of the U.S. government. Currently, there are no subprime mortgages in the investment portfolio.
The following tables set forth information with regard to contractual masturities of debt securities shown in amortized cost ($) and weighted average yield (%) at December 31, 2023.
Weighted-average yields are an arithmetic computation of income (not FTE adjusted) divided by amortized cost. Maturities of mortgage-backed, collateralized mortgage obligations and asset-backed securities are stated based on their estimated
average lives. Actual maturities may differ from estimated average lives or contractual maturities because, in certain cases, borrowers have the right to call or prepay obligations with or without call or prepayment penalties.
| Less than 1 Year | 1 Year to 5 Years | 5 Years to 10 Years | Over 10 Years | Total | ||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in thousands) | $ | % | $ | % | $ | % | $ | % | $ | % | ||||||||||||||||||||||||||||||
| AFS securities: | ||||||||||||||||||||||||||||||||||||||||
| U.S. treasury | $ | 34,955 | 2.59 | % | $ | 98,347 | 1.42 | % | $ | - | - | $ | - | - | $ | 133,302 | 1.73 | % | ||||||||||||||||||||||
| Federal agency | - | - | 150,600 | 0.96 | % | 97,784 | 1.15 | % | - | - | 248,384 | 1.04 | % | |||||||||||||||||||||||||||
| State & municipal | - | - | 74,390 | 1.33 | % | 21,861 | 1.55 | % | - | - | 96,251 | 1.38 | % | |||||||||||||||||||||||||||
| Mortgage-backed | 108 | 0.55 | % | 88,454 | 1.30 | % | 158,468 | 2.32 | % | 226,783 | 1.52 | % | 473,813 | 1.74 | % | |||||||||||||||||||||||||
| Collateralized mortgage obligations | 15,326 | 2.95 | % | 124,306 | 1.90 | % | 30,389 | 1.54 | % | 444,865 | 1.99 | % | 614,886 | 1.97 | % | |||||||||||||||||||||||||
| Corporate | - | - | - | - | 48,442 | 4.03 | % | - | - | 48,442 | 4.03 | % | ||||||||||||||||||||||||||||
| Total AFS securities | $ | 50,389 | 2.69 | % | $ | 536,097 | 1.37 | % | $ | 356,944 | 2.12 | % | $ | 671,648 | 1.83 | % | $ | 1,615,078 | 1.77 | % | ||||||||||||||||||||
| HTM securities: | ||||||||||||||||||||||||||||||||||||||||
| Federal agency | $ | - | - | $ | - | - | $ | 100,000 | 1.11 | % | $ | - | - | $ | 100,000 | 1.11 | % | |||||||||||||||||||||||
| Mortgage-backed | - | - | 4,501 | 3.51 | % | 12,585 | 4.23 | % | 228,720 | 2.02 | % | 245,806 | 2.16 | % | ||||||||||||||||||||||||||
| Collateralized mortgage obligations | - | - | 27,339 | 2.60 | % | 87,106 | 3.01 | % | 136,890 | 2.80 | % | 251,335 | 2.85 | % | ||||||||||||||||||||||||||
| State & municipal | 92,757 | 3.92 | % | 81,235 | 2.34 | % | 63,252 | 1.91 | % | 70,882 | 1.82 | % | 308,126 | 2.61 | % | |||||||||||||||||||||||||
| Total HTM securities | $ | 92,757 | 3.92 | % | $ | 113,075 | 2.45 | % | $ | 262,943 | 2.08 | % | $ | 436,492 | 2.23 | % | $ | 905,267 | 2.39 | % |
Funding Sources and Corresponding Interest Expense
The Company utilizes traditional deposit products such as time, savings, NOW, money market and demand deposits as its primary source for funding. Other sources,
such as short-term FHLB advances, federal funds purchased, securities sold under agreements to repurchase, brokered time deposits and long-term FHLB borrowings are utilized as necessary to support the Company’s growth in assets and to achieve
interest rate sensitivity objectives. The average balance of interest-bearing liabilities totaled $7.47 billion in 2023 and increased $815.0 million from 2022. The increase was primarily driven by the interest-bearing deposits acquired from
Salisbury and an increase in short-term borrowings. The rate paid on interest-bearing liabilities increased from 0.33% in 2022 to 1.93% in 2023. This increase in rates caused an increase in interest expense of $122.7 million, or 560.7%, from
$21.9 million in 2022 to $144.6 million in 2023.
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Deposits
Average interest-bearing deposits increased $375.4 million, or 5.9%, from 2022 to 2023. Average money market deposits decreased $29.5 million, or 1.2% during 2023 compared to 2022. Average NOW
accounts decreased $23.4 million, or 1.5% during 2023 as compared to 2022. The average balance of savings accounts decreased $113.6 million, or 6.2%, during 2023 compared to 2022. The average balance of time deposits increased $542.0 million, or
116.6%, from 2022 to 2023. The average balance of demand deposits decreased $233.3 million, or 6.3%, during 2023 compared to 2022. The Company continues to experience the migration from no interest and low interest checking and savings accounts
into higher cost money market and time deposit instruments. The decrease in average balances was due primarily to larger commercial customers shifting balances to higher yielding investment opportunities in both the Company’s wealth management
solutions as well as other offerings in the market. The Company’s composition of total deposits is diverse and granular with over 563,000 accounts with an average per account balance of $19,483 as of December 31, 2023.
The rate paid on average interest-bearing deposits was up 140 bps to 1.56% for 2023. The rate paid for money market deposit accounts increased 238 bps to 2.58% from 2022 to 2023. The rate paid
for NOW deposit accounts increased from 0.16% in 2022 to 0.53% in 2023. The rate paid for savings deposits increased from 0.03% in 2022 to 0.04% in 2023. The rate paid for time deposits increased from 0.38% during 2022 to 3.30% during 2023.
| Years Ended December 31, | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2021 | ||||||||||||||||||||||
| (In thousands) | Average Balance | Yield/Rate | Average Balance | Yield Rate | Average Balance | Yield/Rate | ||||||||||||||||||
| Demand deposits | $ | 3,463,608 | $ | 3,696,957 | $ | 3,565,693 | ||||||||||||||||||
| Money market deposit accounts | 2,418,450 | 2.58 | % | 2,447,978 | 0.20 | % | 2,587,748 | 0.20 | % | |||||||||||||||
| NOW deposit accounts | 1,555,414 | 0.53 | % | 1,578,831 | 0.16 | % | 1,452,560 | 0.05 | % | |||||||||||||||
| Savings deposits | 1,715,749 | 0.04 | % | 1,829,360 | 0.03 | % | 1,656,893 | 0.05 | % | |||||||||||||||
| Time deposits | 1,006,867 | 3.30 | % | 464,912 | 0.38 | % | 577,150 | 0.70 | % | |||||||||||||||
| Total interest-bearing deposits | $ | 6,696,480 | 1.56 | % | $ | 6,321,081 | 0.16 | % | $ | 6,274,351 | 0.17 | % |
The following table presents the estimated amounts of uninsured deposits based on the same methodologies and assumptions used for the bank regulatory reporting:
| As of December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands) | 2023 | 2022 | 2021 | ||||||||
| Estimated amount of uninsured deposits | $ | 4,077,186 | $ | 3,555,342 | $ | 4,175,208 |
The following table presents the maturity distribution of time deposits of $250,000 or more:
| (In thousands) | December 31, 2023 | ||
|---|---|---|---|
| Portion of time deposits in excess of insurance limit | $ | 113,317 | |
| Time deposits otherwise uninsured with a maturity of: | |||
| Within three months | $ | 45,070 | |
| After three but within six months | 32,967 | ||
| After six but within twelve months | 18,131 | ||
| Over twelve months | 17,149 |
Borrowings
Average federal funds purchased increased to $24.6 million in 2023. The rate paid on federal funds purchased was 5.16% in 2023. Average repurchase agreements increased to $70.3 million in 2023
from $69.6 million in 2022. The average rate paid on repurchase agreements increased from 0.10% in 2022 to 1.06% in 2023. Average short-term borrowings increased to $450.4 million in 2023 from $46.4 million in 2022. The average rate paid on
short-term borrowings increased from 4.24% in 2022 to 5.24% in 2023. Average long-term debt increased from $6.6 million in 2022 to $24.2 million in 2023. The average balance of junior subordinated debt remained at $101.2 million in 2023. The
average rate paid for junior subordinated debt in 2023 was 7.23%, up from 3.70% in 2022.
Total short-term borrowings consist of federal funds purchased, securities sold under repurchase agreements, which generally represent overnight borrowing transactions and other short-term
borrowings, primarily FHLB advances, with original maturities of one year or less. The Company has unused lines of credit with the FHLB and access to brokered deposits available for short-term financing. Those sources totaled approximately $2.87
billion and $2.90 billion at December 31, 2023 and 2022, respectively. Securities collateralizing repurchase agreements are held in safekeeping by nonaffiliated financial institutions and are under the Company’s control. Long-term debt, which is
comprised primarily of FHLB advances, are collateralized by the FHLB stock owned by the Company, certain of its mortgage-backed securities and a blanket lien on its residential real estate mortgage loans.
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On June 23, 2020, the Company issued $100.0 million of 5.00% fixed-to-floating rate subordinated notes due 2030. The subordinated notes, which qualify as Tier 2 capital, bear interest at an
annual rate of 5.00%, payable semi-annually in arrears commencing on January 1, 2021, and a floating rate of interest equivalent to the three-month Secured Overnight Financing Rate (“SOFR”) plus a spread of 4.85%, payable quarterly in arrears
commencing on October 1, 2025. The subordinated debt issuance cost of $2.2 million is being amortized on a straight-line basis into interest expense over five years. The Company repurchased $2.0 million of the subordinated notes during the year
ended December 31, 2022 at a discount of $0.1 million.
Subordinated notes assumed in connection with the Salisbury acquisition included $25.0 million of 3.50% fixed-to-floating rate subordinated notes due 2031. The subordinated notes, which qualify
as Tier 2 capital, bear interest at an annual rate of 3.50%, payable quarterly in arrears commencing on June 30, 2021, and a floating rate of interest equivalent to the three-month SOFR plus a spread of 2.80%, payable quarterly in arrears
commencing on June 30, 2026. As of the acquisition date, the fair value discount was $3.0 million.
As of December 31, 2023 and December 31, 2022 the subordinated debt net of unamortized issuance costs and fair value discount was $119.7 million and $96.9
million, respectively. Which will be amortized into interest expense over the expected call or maturity date.
Noninterest Income
Noninterest income is a significant source of revenue for the Company and an important factor in the Company’s results of operations. The following table sets forth information by category of
noninterest income for the years indicated:
| Years Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands) | 2023 | 2022 | 2021 | ||||||||
| Service charges on deposit account | $ | 15,425 | $ | 14,630 | $ | 13,348 | |||||
| Card services income | 20,829 | 29,058 | 34,682 | ||||||||
| Retirement plan administration fees | 47,221 | 48,112 | 42,188 | ||||||||
| Wealth management | 34,763 | 33,311 | 33,718 | ||||||||
| Insurance services | 15,667 | 14,696 | 14,083 | ||||||||
| Bank owned life insurance income | 6,750 | 6,044 | 6,217 | ||||||||
| Net securities (losses) gains | (9,315 | ) | (1,131 | ) | 566 | ||||||
| Other | 10,838 | 10,858 | 12,992 | ||||||||
| Total noninterest income | $ | 142,178 | $ | 155,578 | $ | 157,794 |
Noninterest income for the year ended December 31, 2023 was $142.2 million, down $13.4 million, or 8.6%, from the year ended December 31, 2022. During 2023, the Company incurred a $4.5 million securities loss on the
sale of two subordinated debt securities held in the AFS portfolio and a $5.0 million securities loss on the write-off of a subordinated debt security of a failed financial institution. Excluding net securities (losses) gains, noninterest income
for the year ended December 31, 2023 was $151.5 million, down $5.2 million or 3.3%, from the year ended December 31, 2022. The decrease from the prior year was driven by lower card services income from the impact
of the statutory price cap provisions of the Durbin Amendment of approximately $8.0 million and lower retirement plan administration fees driven by a decrease in certain activity-based fees. These decreases were partially offset by an increase in
wealth management and insurance services.
Noninterest Expense
Noninterest expenses are also an important factor in the Company’s results of operations. The following table sets forth the major components of noninterest expense for the years indicated:
| Years Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands) | 2023 | 2022 | 2021 | ||||||||
| Salaries and employee benefits | $ | 194,250 | $ | 187,830 | $ | 172,580 | |||||
| Technology and data services | 38,163 | 35,712 | 34,717 | ||||||||
| Occupancy | 28,408 | 26,282 | 26,048 | ||||||||
| Professional fees and outside services | 17,601 | 16,810 | 16,306 | ||||||||
| Office supplies and postage | 6,917 | 6,140 | 6,006 | ||||||||
| FDIC assessment | 6,257 | 3,197 | 3,041 | ||||||||
| Advertising | 3,054 | 2,822 | 2,521 | ||||||||
| Amortization of intangible assets | 4,734 | 2,263 | 2,808 | ||||||||
| Loan collection and other real estate owned, net | 2,618 | 2,647 | 2,915 | ||||||||
| Acquisition expenses | 9,978 | 967 | - | ||||||||
| Other | 29,684 | 19,795 | 20,339 | ||||||||
| Total noninterest expense | $ | 341,664 | $ | 304,465 | $ | 287,281 |
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Noninterest expense for the year ended December 31, 2023 was $341.7 million, up $37.2 million or 12.2%, from the year ended December 31, 2022. The Company incurred acquisition expenses for the
year ended December 31, 2023 and December 31, 2022 of $10.0 million and $1.0 million, respectively, related to the merger with Salisbury. Included in other noninterest expenses for the year ended December 31, 2023, the Company recorded a $4.8
million impairment of its minority interest equity investment in a provider of financial and technology services to residential solar equipment installers due to the uncertainty in the realizability of the investment. Excluding acquisition
expenses and the impairment of a minority interest equity investment, noninterest expense for the year ended December 31, 2023 was $326.9 million, up $23.4 million or 7.7%, from the year ended December 31, 2022. The increase from the prior year
was driven by higher salaries and employee benefits due to the Salisbury acquisition, increased salaries and wages including merit pay increases and higher health and welfare benefits, which were partially offset by lower levels of incentive
compensation. In addition, the increase in technology and data services was due to continued investment in digital platforms solutions, the increase in the FDIC assessment expense was driven by the statutory increase in the FDIC assessment rate,
increased occupancy expense was driven by the addition of Salisbury locations and other expenses were higher due to the increase in actuarially determined expense related to the Company’s retirement plans.
Income Taxes
We calculate our current and deferred tax provision based on estimates and assumptions that could differ from the actual results reflected in income tax returns
filed during the subsequent year. Adjustments based on filed returns are recorded when identified, which is generally in the fourth quarter of the subsequent year for U.S. federal and state provisions.
The amount of income taxes the Company pays is subject at times to ongoing audits by U.S. federal and state tax authorities, which may result in proposed assessments. Future results may include
favorable or unfavorable adjustments to the estimated tax liabilities in the period the assessments are proposed or resolved or when statutes of limitations on potential assessments expire. As a result, the Company’s effective tax rate may
fluctuate significantly on a quarterly or annual basis.
On August 16, 2022, H.R. 5376, the Inflation Reduction Act (“IRA”), was signed into law. The IRA, among other things, introduced a corporate alternative minimum tax, excise tax on stock
repurchases and a clean vehicle credit. The Company does not expect the impact to be material and will continue to monitor the impacts of the IRA on the business to determine if any future tax impacts may result from this legislation.
Income tax expense for the year ended December 31, 2023 was $34.7 million, down $9.5 million, or 21.5%, from the year ended December 31, 2022. The effective tax rate was 22.6% in 2023 and was 22.5% in 2022.
Risk Management – Credit Risk
Credit risk is managed through a network of loan officers, credit committees, loan policies and oversight from senior credit officers and the Board of Directors. Management follows a policy of
continually identifying, analyzing and grading credit risk inherent in each loan portfolio. An ongoing independent review of individual credits in the commercial loan portfolio is performed by the independent loan review function. These
components of the Company’s underwriting and monitoring functions are critical to the timely identification, classification and resolution of problem credits.
Nonperforming assets consist of nonaccrual loans, loans over 90 days past due and still accruing, troubled loans modifications, other real estate owned (“OREO”) and nonperforming securities.
Loans are generally placed on nonaccrual when principal or interest payments become 90 days past due, unless the loan is well secured and in the process of collection. Loans may also be placed on nonaccrual when circumstances indicate that the
borrower may be unable to meet the contractual principal or interest payments. The threshold for evaluating classified, commercial and commercial real estate loans risk graded substandard or doubtful, and nonperforming loans specifically
evaluated for individual credit loss is $1.0 million. OREO represents property acquired through foreclosure and is valued at the lower of the carrying amount or fair value, less any estimated disposal costs.
Nonperforming Assets
| As of December 31, | ||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in thousands) | 2023 | % | 2022 | % | 2021 | % | 2020 | % | ||||||||||||||||||||||||
| Nonaccrual loans: | ||||||||||||||||||||||||||||||||
| Commercial | $ | 21,567 | 63 | % | $ | 7,664 | 44 | % | $ | 15,942 | 53 | % | $ | 23,557 | 53 | % | ||||||||||||||||
| Residential | 9,632 | 28 | % | 4,835 | 28 | % | 8,862 | 29 | % | 13,082 | 29 | % | ||||||||||||||||||||
| Consumer | 2,566 | 8 | % | 1,667 | 10 | % | 1,511 | 5 | % | 3,020 | 7 | % | ||||||||||||||||||||
| Troubled loan modifications(1) | 448 | 1 | % | 3,067 | 18 | % | 3,970 | 13 | % | 4,988 | 11 | % | ||||||||||||||||||||
| Total nonaccrual loans | $ | 34,213 | 100 | % | $ | 17,233 | 100 | % | $ | 30,285 | 100 | % | $ | 44,647 | 100 | % | ||||||||||||||||
| Loans over 90 days past due and still accruing: | ||||||||||||||||||||||||||||||||
| Commercial | $ | 1 | - | $ | 4 | - | $ | - | - | $ | 493 | 16 | % | |||||||||||||||||||
| Residential | 554 | 15 | % | 771 | 20 | % | 808 | 33 | % | 518 | 16 | % | ||||||||||||||||||||
| Consumer | 3,106 | 85 | % | 3,048 | 80 | % | 1,650 | 67 | % | 2,138 | 68 | % | ||||||||||||||||||||
| Total loans over 90 days past due and still accruing | $ | 3,661 | 100 | % | $ | 3,823 | 100 | % | $ | 2,458 | 100 | % | $ | 3,149 | 100 | % | ||||||||||||||||
| Total nonperforming loans | $ | 37,874 | $ | 21,056 | $ | 32,743 | $ | 47,796 | ||||||||||||||||||||||||
| OREO | - | 105 | 167 | 1,458 | ||||||||||||||||||||||||||||
| Total nonperforming assets | $ | 37,874 | $ | 21,161 | $ | 32,910 | $ | 49,254 | ||||||||||||||||||||||||
| Total nonaccrual loans to total loans | 0.35 | % | 0.21 | % | 0.40 | % | 0.60 | % | ||||||||||||||||||||||||
| Total nonperforming loans to total loans | 0.39 | % | 0.26 | % | 0.44 | % | 0.64 | % | ||||||||||||||||||||||||
| Total nonperforming assets to total assets | 0.28 | % | 0.18 | % | 0.27 | % | 0.45 | % | ||||||||||||||||||||||||
| Total allowance for loan losses to nonperforming loans | 302.05 | % | 478.72 | % | 280.98 | % | 230.14 | % | ||||||||||||||||||||||||
| Total allowance for loan losses to nonaccrual loans | 334.38 | % | 584.92 | % | 303.78 | % | 246.38 | % |
| Column 1 | Column 2 |
|---|---|
| (1) | TDRs prior to adoption of ASU 2022-02. |
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The following tables are related to nonperforming loans in prior periods. Nonperforming loans are summarized by business line which does not align with how the Company currently assesses credit
risk in the estimate for credit losses under CECL.
| As of December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| (Dollars in thousands) | 2019 | % | ||||||
| Nonaccrual loans: | ||||||||
| Commercial | $ | 12,379 | 49 | % | ||||
| Residential real estate | 5,233 | 21 | % | |||||
| Consumer | 4,046 | 16 | % | |||||
| Troubled debt restructured loans | 3,516 | 14 | % | |||||
| Total nonaccrual loans | $ | 25,174 | 100 | % | ||||
| Loans over 90 days past due and still accruing: | ||||||||
| Residential real estate | $ | 927 | 25 | % | ||||
| Consumer | 2,790 | 75 | % | |||||
| Total loans over 90 days past due and still accruing | $ | 3,717 | 100 | % | ||||
| Total nonperforming loans | $ | 28,891 | ||||||
| OREO | 1,458 | |||||||
| Total nonperforming assets | $ | 30,349 | ||||||
| Total nonaccrual loans to total loans | 0.35 | % | ||||||
| Total nonperforming loans to total loans | 0.40 | % | ||||||
| Total nonperforming assets to total assets | 0.31 | % | ||||||
| Total allowance for loan losses to nonperforming loans | 252.55 | % | ||||||
| Total allowance for loan losses to nonaccrual loans | 289.84 | % |
Total nonperforming assets were $37.9 million at December 31, 2023, compared to $21.2 million at December 31, 2022. Nonperforming loans at December 31, 2023 were $37.9 million or 0.39% of total
loans, compared with $21.1 million or 0.26% of total loans at December 31, 2022. The increase in nonperforming assets was attributable to a diversified, multi-tenant commercial real estate development relationship that was placed into a
nonaccrual status in the fourth quarter of 2023, in which NBT is a participant. The relationship is being actively managed and recent appraised values continue to support its carrying value, and as such, no specific reserve has been established.
Total nonaccrual loans were $34.2 million or 0.35% of total loans at December 31, 2023, compared to $17.2 million or 0.21% of total loans at December 31, 2022. Past due loans as a percentage of total loans was 0.32% at December 31, 2023, down
slightly from 0.33% of total loans at December 31, 2022.
In addition to nonperforming loans discussed above, the Company has also identified approximately $87.7 million in potential problem loans at December 31, 2023 as compared to $52.0 million at
December 31, 2022. Potential problem loans are loans that are currently performing, with a possibility of loss if weaknesses are not corrected. Such loans may need to be disclosed as nonperforming at some time in the future. Potential problem
loans are classified by the Company’s loan rating system as “substandard.” The increase in potential problem loans from December 31, 2022 is primarily due to the migration of $48.2 million to substandard, partially offset by an increase of $13.5
million in nonaccrual commercial loan balances. Management cannot predict the extent to which economic conditions may worsen or other factors, which may impact borrowers and the potential problem loans. Accordingly, there can be no assurance that
other loans will not become over 90 days past due, be placed on nonaccrual, become troubled loans modifications or require increased allowance coverage and provision for loan losses. To mitigate this risk the Company maintains a diversified loan
portfolio, has no significant concentration in any particular industry and originates loans primarily within its footprint.
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Allowance for Loan Losses
Beginning January 1, 2020, the Company calculated the allowance for credit losses using current expected credit losses methodology. As a result of our January 1, 2020, adoption of CECL and its
related amendments, our methodology for estimating the allowance for credit losses changed significantly from December 31, 2019. The Company recorded a net decrease to retained earnings of $4.3 million as of January 1, 2020 for the cumulative
effect of adopting Accounting Standards Updates (“ASU”) 2016-13. The transition adjustment included a $3.0 million impact due to the allowance for credit losses on loans, $2.8 million impact due to the allowance for unfunded commitments reserve
and $1.5 million impact to the deferred tax asset.
Beginning January 1, 2023, the Company adopted ASU 2022-02 Financial Instruments - CECL Losses (Topic 326): Troubled Debt Restructurings and Vintage
Disclosures (“ASU 2022-02”), which resulted in an insignificant change to the Company’s methodology for estimating the allowance for credit losses on Troubled Debt Restructurings (“TDRs”) since December 31, 2022. The January 1, 2023
decrease in allowance for credit loss on TDR loans relating to adoption of ASU 2022-02 was $0.6 million, which increased retained earnings by $0.5 million and decreased the deferred tax asset by $0.1 million.
Management considers the accounting policy relating to the allowance for credit losses to be a critical estimate given the degree of judgment exercised in evaluating the level of the allowance
required to estimate expected credit losses over the expected contractual life of our loan portfolio and the material effect that such judgments can have on the consolidated results of operations.
The CECL approach requires an estimate of the credit losses expected over the life of a loan (or pool of loans). It replaces the incurred loss approach’s threshold that required recognition of
a credit loss when it was probable a loss event was incurred. The allowance for credit losses is a valuation account that is deducted from, or added to, the loans’ amortized cost basis to present the net, lifetime amount expected to be collected
on the loans. Loan losses are charged off against the allowance when management believes a loan balance is confirmed to be uncollectible. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be
charged-off.
Required additions or reductions to the allowance for credit losses are made periodically by charges or credits to the provision for loan losses. These are necessary to maintain the allowance
at a level which management believes is reasonably reflective of the overall loss expected over the contractual life of the loan portfolio. While management uses available information to recognize losses on loans, additions or reductions to the
allowance may fluctuate from one reporting period to another. These fluctuations are reflective of changes in risk associated with portfolio content and/or changes in management’s assessment of any or all of the determining factors discussed
above. Management considers the allowance for credit losses to be appropriate based on evaluation and analysis of the loan portfolio.
Management estimates the allowance balance for credit losses using relevant available information, from internal and external sources, related to past events, current conditions, and reasonable
and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. Company historical loss experience was supplemented with peer information when there was insufficient loss data for the
Company. Significant management judgment is required at each point in the measurement process.
The allowance for credit losses is measured on a collective (pool) basis, with both a quantitative and qualitative analysis that is applied on a quarterly basis, when similar risk
characteristics exist. The respective quantitative allowance for each segment is measured using an econometric, discounted probability of default and loss given default modeling methodology in which distinct, segment-specific multi-variate
regression models are applied to multiple, probabilistically weighted external economic forecasts. Under the discounted cash flows methodology, expected credit losses are estimated over the effective life of the loans by measuring the difference
between the net present value of modeled cash flows and amortized cost basis. After quantitative considerations, management applies additional qualitative adjustments so that the allowance for credit loss is reflective of the estimate of lifetime
losses that exist in the loan portfolio at the balance sheet date.
Portfolio segment is defined as the level at which an entity develops and documents a systematic methodology to determine its allowance for credit losses. Upon adoption of CECL, management
revised the manner in which loans were pooled for similar risk characteristics. Management developed segments for estimating loss based on type of borrower and collateral which is generally based upon federal call report segmentation and have
been combined or subsegmented as needed to ensure loans of similar risk profiles are appropriately pooled.
Additional information about our Allowance for Loan Losses is included in Notes 1 and 6 to the consolidated financial statements as well as in the “Critical Accounting Estimates” section of the
Management Discussion and Analysis. The Company’s management considers the allowance for credit losses to be appropriate based on evaluation and analysis of the loan portfolio.
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The allowance for credit losses totaled $114.4 million at December 31, 2023, compared to $100.8 million at December 31, 2022. The allowance for credit losses as a percentage of loans was 1.19%
at December 31, 2023, compared to 1.24% at December 31, 2022. The increase in the allowance for credit losses from December 31, 2022 to December 31, 2023 was primarily due to the $14.5 million of allowance for acquired Salisbury loans which
included both the $5.8 million allowance for PCD loans reclassified from loans and the $8.8 million allowance for non-PCD loans recognized through the provision for loan losses.
The allowance for credit losses was 302.05% of nonperforming loans at December 31, 2023 as compared to 478.72% at December 31, 2022. The allowance for credit losses was 334.38% of nonaccrual
loans at December 31, 2023 as compared to 584.92% at December 31, 2022. The 2023 decline in the coverage of the allowance to nonperforming and nonaccrual loans largely relates to one nonperforming relationship that is individually evaluated for
allowance which had no reserve established at December 31, 2023.
The provision for loan losses was $25.3 million for the year ended December 31, 2023, compared to $17.1 million for the year ended December 31, 2022. Provision expense increased from the prior
year primarily due to the $8.8 million of acquisition-related provision for loan losses due to the Salisbury acquisition and an increase in net charge-offs. Net charge-offs totaled $16.8 million for 2023, up from $8.3 million in 2022. Net
charge-offs to average loans was 19 bps for 2023 compared to 11 bps for 2022.
| (Dollars in thousands) | 2023 | 2022 | 2021 | 2020 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance at January 1* | $ | 100,152 | $ | 92,000 | $ | 110,000 | $ | 75,999 | ||||||||
| Loans charged-off | ||||||||||||||||
| Commercial | 4,154 | 1,870 | 4,638 | 4,005 | ||||||||||||
| Residential | 517 | 633 | 979 | 1,135 | ||||||||||||
| Consumer** | 22,107 | 16,140 | 14,489 | 21,938 | ||||||||||||
| Total loans charged-off | $ | 26,778 | $ | 18,643 | $ | 20,106 | $ | 27,078 | ||||||||
| Recoveries | ||||||||||||||||
| Commercial | $ | 3,625 | $ | 2,430 | $ | 723 | $ | 786 | ||||||||
| Residential | 496 | 852 | 1,069 | 618 | ||||||||||||
| Consumer** | 5,859 | 7,014 | 8,571 | 8,541 | ||||||||||||
| Total recoveries | $ | 9,980 | $ | 10,296 | $ | 10,363 | $ | 9,945 | ||||||||
| Net loans charged-off | $ | 16,798 | $ | 8,347 | $ | 9,743 | $ | 17,133 | ||||||||
| Allowance for credit loss on PCD acquired loans | $ | 5,772 | $ | - | $ | - | $ | - | ||||||||
| Provision for loan losses | 25,274 | 17,147 | (8,257 | ) | 51,134 | |||||||||||
| Balance at December 31 | $ | 114,400 | $ | 100,800 | $ | 92,000 | $ | 110,000 | ||||||||
| Allowance for loan losses to loans outstanding at end of year | 1.19 | % | 1.24 | % | 1.23 | % | 1.47 | % | ||||||||
| Commercial net charge-offs to average loans outstanding | 0.01 | % | (0.01 | )% | 0.05 | % | 0.04 | % | ||||||||
| Residential net charge-offs to average loans outstanding | - | - | - | 0.01 | % | |||||||||||
| Consumer net charge-offs to average loans outstanding | 0.18 | % | 0.12 | % | 0.08 | % | 0.18 | % | ||||||||
| Net charge-offs to average loans outstanding | 0.19 | % | 0.11 | % | 0.13 | % | 0.23 | % |
| Column 1 | Column 2 |
|---|---|
| * | 2020 includes an adjustment of $3.0 million as a result of the January 1, 2020, adoption of ASC 326 and 2023 includes an adjustment of $0.6 million as a result of the January 1, 2023, adoption of ASU 2022-02. |
| Column 1 | Column 2 |
|---|---|
| ** | Consumer charge-off and recoveries include consumer and home equity. |
Prior to the adoption of ASU 2016-13 on January 1, 2020, the Company’s calculated allowance for loan losses used the incurred loss methodology. The following tables related to the allowance for
loan losses in prior periods under the incurred methodology. Charge-off and recoveries are summarized by business line which does not align with how the Company currently assesses credit risk in the estimate for credit losses under CECL.
| (Dollars in thousands) | 2019 | |||
|---|---|---|---|---|
| Balance at January 1 | $ | 72,505 | ||
| Loans charged-off | ||||
| Commercial and agricultural | 3,151 | |||
| Residential real estate | 991 | |||
| Consumer | 28,398 | |||
| Total loans charged-off | $ | 32,540 | ||
| Recoveries | ||||
| Commercial and agricultural | $ | 534 | ||
| Residential real estate | 141 | |||
| Consumer | 6,913 | |||
| Total recoveries | $ | 7,588 | ||
| Net loans charged-off | $ | 24,952 | ||
| Provision for loan losses | $ | 25,412 | ||
| Balance at December 31 | $ | 72,965 | ||
| Allowance for loan losses to loans outstanding at end of year | 1.02 | % | ||
| Commercial and agricultural net charge-offs to average loans outstanding | 0.04 | % | ||
| Residential real estate net charge-offs to average loans outstanding | 0.01 | % | ||
| Consumer net charge-offs to average loans outstanding | 0.31 | % | ||
| Net charge-offs to average loans outstanding | 0.36 | % |
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Allocation of the Allowance for Loan Losses
| December 31, | ||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2021 | 2020 | |||||||||||||||||||||||||||||
| (Dollars in thousands) | Allowance | Category Percent of Loans | Allowance | Category Percent of Loans | Allowance | Category Percent of Loans | Allowance | Category Percent of Loans | ||||||||||||||||||||||||
| Commercial | $ | 45,903 | 50 | % | $ | 34,722 | 48 | % | $ | 28,941 | 51 | % | $ | 50,942 | 53 | % | ||||||||||||||||
| Residential | 22,070 | 27 | % | 15,127 | 26 | % | 18,806 | 27 | % | 21,255 | 26 | % | ||||||||||||||||||||
| Consumer | 46,427 | 23 | % | 50,951 | 26 | % | 44,253 | 22 | % | 37,803 | 21 | % | ||||||||||||||||||||
| Total | $ | 114,400 | 100 | % | $ | 100,800 | 100 | % | $ | 92,000 | 100 | % | $ | 110,000 | 100 | % |
Prior to the adoption of ASU 2016-13 on January 1, 2020, the Company’s calculated allowance for loan losses used the incurred loss methodology. The following table relates to the allowance for
loan losses in prior periods. Category percentage of loans are summarized by business line which does not align with how the Company currently assesses credit risk in the estimate for credit losses under CECL.
| December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2019 | ||||||||
| (Dollars in thousands) | Allowance | Category Percent of Loans | ||||||
| Commercial and agricultural | $ | 34,525 | 48 | % | ||||
| Residential real estate | 2,793 | 20 | % | |||||
| Consumer | 35,647 | 32 | % | |||||
| Total | $ | 72,965 | 100 | % |
Allowance for Credit Losses on Off-Balance Sheet Credit Exposures
The Company estimates expected credit losses over the contractual period in which the Company has exposure to credit risk via a contractual obligation to extend credit, unless that obligation
is unconditionally cancellable by the Company. The allowance for losses on off-balance sheet credit exposures is adjusted as an expense in other noninterest expense. The estimate includes consideration of the likelihood that funding will occur
and an estimate of expected credit losses on commitments expected to be funded over their estimated lives. As of December 31, 2023 and 2022, the allowance for losses on unfunded commitments totaled $5.1 million. Prior to January 1, 2020, the
Company calculated the allowance for losses on unfunded commitments using the incurred loss methodology.
Liquidity Risk
Liquidity risk arises from the possibility that the Company may not be able to satisfy current or future financial commitments or may become unduly reliant on
alternate funding sources. The objective of liquidity management is to ensure the Company can fund balance sheet growth, meet the cash flow requirements of depositors wanting to withdraw funds or borrowers needing assurance that sufficient funds
will be available to meet their credit needs. Management’s Asset Liability Committee (“ALCO”) is responsible for liquidity management and has developed guidelines, which cover all assets and liabilities, as well as off-balance sheet items that
are potential sources or uses of liquidity. Liquidity policies must also provide the flexibility to implement appropriate strategies, along with regular monitoring of liquidity and testing of the contingent liquidity plan. Requirements change as
loans grow, deposits and securities mature and payments on borrowings are made. Liquidity management includes a focus on interest rate sensitivity management with a goal of avoiding widely fluctuating net interest margins through periods of
changing economic conditions. Loan repayments and maturing investment securities are a relatively predictable source of funds. However, deposit flows, calls of investment securities and prepayments of loans and mortgage-related securities are
strongly influenced by interest rates, the housing market, general and local economic conditions, and competition in the marketplace. Management continually monitors marketplace trends to identify patterns that might improve the predictability of
the timing of deposit flows or asset prepayments.
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The primary liquidity measurement the Company utilizes is called “Basic Surplus,” which captures the adequacy of its access to reliable sources of cash relative to the stability of its funding
mix of average liabilities. This approach recognizes the importance of balancing levels of cash flow liquidity from short and long-term securities with the availability of dependable borrowing sources, which can be accessed when necessary. At
December 31, 2023, the Company’s Basic Surplus measurement was 11.6% of total assets, or $1.54 billion, as compared to the December 31, 2022 Basic Surplus of 13.2%, or $1.55 billion, and was above the Company’s minimum of 5% (calculated at $665.5
million and $587.0 million, of period end total assets as of December 31, 2023 and December 31, 2022, respectively) set forth in its liquidity policies.
At December 31, 2023 and 2022, FHLB advances outstanding totaled $322.7 million and $443.8 million, respectively. At December 31, 2023 and 2022, the Bank had $77.0 million and $8.0 million,
respectively, of collateral encumbered by municipal letters of credit. The Bank is a member of the FHLB system and had additional borrowing capacity from the FHLB of approximately $1.11 billion at December 31, 2023 and $1.17 billion at December
31, 2022. In addition, unpledged securities could have been used to increase borrowing capacity at the FHLB by an additional $823.3 million and $898.1 million at December 31, 2023 and 2022, respectively, or used to collateralize other borrowings,
such as repurchase agreements. The Company also has the ability to issue brokered time deposits and to borrow against established borrowing facilities with other banks (federal funds), which could provide additional liquidity of $2.01 billion at
December 31, 2023 and $1.92 billion at December 31, 2022. In addition, the Bank has a “Borrower-in-Custody” program with the FRB with the addition of the ability to pledge automobile and residential solar loans as collateral. At December 31, 2023
and 2022, the Bank had the capacity to borrow $1.02 billion and $622.7 million, respectively, from this program. The Company’s internal policies authorize borrowing up to 25% of assets. Under this policy, remaining available borrowing capacity
totaled $2.99 billion at December 31, 2023 and $2.41 billion at December 31, 2022.
This Basic Surplus approach enables the Company to appropriately manage liquidity from both operational and contingency perspectives. By tempering the need for cash flow liquidity with reliable
borrowing facilities, the Company is able to operate with a more fully invested and, therefore, higher interest income generating securities portfolio. The makeup and term structure of the securities portfolio is, in part, impacted by the overall
interest rate sensitivity of the balance sheet. Investment decisions and deposit pricing strategies are impacted by the liquidity position. The Company considers its Basic Surplus position to be strong. However, certain events may adversely
impact the Company’s liquidity position in 2024. Continued increases to interest rates could result in deposit declines as depositors have alternative opportunities for yield on their excess funds. In the current economic environment, draws
against lines of credit could drive asset growth higher. Disruptions in wholesale funding markets could spark increased competition for deposits. These scenarios could lead to a decrease in the Company’s Basic Surplus measure below the minimum
policy level of 5%. Note, enhanced liquidity monitoring was put in place to quickly respond to the changing environment during the COVID-19 pandemic including increasing the frequency of monitoring and adding additional sources of liquidity.
While the pandemic has come to an end, this enhanced monitoring continues as rising interest rates and the recent bank failures have led to a deposit decline in the banking system and increased volatility to liquidity risk.
At December 31, 2023, a portion of the Company’s loans and securities were pledged as collateral on borrowings. Therefore, once on-balance-sheet liquidity is reduced, future growth of earning
assets will depend upon the Company’s ability to obtain additional funding, through growth of core deposits and collateral management and may require further use of brokered time deposits or other higher cost borrowing arrangements.
Net cash flows provided by operating activities totaled $157.5 million and $183.2 million in 2023 and 2022, respectively. The critical elements of net operating cash flows include net income,
adjusted for non-cash income and expense items such as the provision for loan losses, deferred income tax expense, depreciation and amortization and cash flows generated through changes in other assets and liabilities.
Net cash flows used in investing activities totaled $44.2 million and $926.2 million in 2023 and 2022, respectively. Critical elements of investing activities are loan and investment securities
transactions.
Net cash flows used in financing activities totaled $105.4 million and $328.7 million in 2023 and 2022, respectively. The critical elements of financing activities are proceeds from deposits,
borrowings and stock issuance. In addition, financing activities are impacted by dividends and treasury stock transactions.
Commitments to Extend Credit
The Company makes contractual commitments to extend credit, which include unused lines of credit, which are subject to the Company’s credit approval and
monitoring procedures. At December 31, 2023 and 2022, commitments to extend credit in the form of loans, including unused lines of credit, amounted to $2.68 billion and $2.42 billion, respectively. In the opinion of management, there are no
material commitments to extend credit, including unused lines of credit that represent unusual risks. All commitments to extend credit in the form of loans, including unused lines of credit, expire within one year.
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Standby Letters of Credit
The Company does not issue any guarantees that would require liability-recognition or disclosure, other than its standby letters of credit. The Company guarantees the obligations or performance
of customers by issuing standby letters of credit to third-parties. These standby letters of credit are generally issued in support of third-party debt, such as corporate debt issuances, industrial revenue bonds and municipal securities. The risk
involved in issuing standby letters of credit is essentially the same as the credit risk involved in extending loan facilities to customers and letters of credit are subject to the same credit origination, portfolio maintenance and management
procedures in effect to monitor other credit and off-balance sheet products. Typically, these instruments have one year expirations with an option to renew upon annual review; therefore, the total amounts do not necessarily represent future cash
requirements. At December 31, 2023 and 2022, outstanding standby letters of credit were approximately $44.7 million and $53.3 million, respectively. The fair value of the Company’s standby letters of credit at December 31, 2023 and 2022 was not
significant. The following table sets forth the commitment expiration period for standby letters of credit at:
| (In thousands) | December 31, 2023 | ||
|---|---|---|---|
| Within one year | $ | 39,521 | |
| After one but within three years | 4,781 | ||
| After three but within five years | 110 | ||
| After five years | 323 | ||
| Total | $ | 44,735 |
Interest Rate Swaps
The Company records all derivatives on the consolidated balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative,
whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and
qualifying as a hedge of the exposure to changes in the fair value of an asset, liability or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a
hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the
hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow
hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risks, even though hedge accounting does not apply or the Company elects not to apply hedge accounting.
For derivatives designated as fair value hedges, changes in the fair value of the derivative and the hedged item related to the hedged risk are recognized in earnings. For derivatives designated
and that qualify as cash flow hedges, changes in fair value of the cash flow hedges are reported in accumulated other comprehensive income or loss (“AOCI”). When the cash flows associated with the hedged item are realized, the gain or loss included
in AOCI is subsequently reclassified and recognized in the consolidated statements of income.
When the Company purchases or sells a portion of a commercial loan that has an existing interest rate swap, it may enter into a risk participation agreement to
provide credit protection to the financial institution that originated the swap transaction should the borrower fail to perform on its obligation. The Company enters into both risk participation agreements in which it purchases credit protection
from other financial institutions and those in which it provides credit protection to other financial institutions. Any fee paid to the Company under a risk participation agreement is in consideration of the credit risk of the counterparties and
is recognized in the income statement. Credit risk on the risk participation agreements is determined after considering the risk rating, probability of default and loss given default of the counterparties.
Loans Serviced for Others and Loans Sold with Recourse
The total amount of loans serviced by the Company for unrelated third parties was approximately $856.9 million and $592.7 million at December 31, 2023 and 2022, respectively. At December 31,
2023 and 2022, the Company had approximately $1.0 million and $0.6 million, respectively, of mortgage servicing rights. At December 31, 2023 and 2022, the Company serviced $26.4 million and $31.0 million, respectively, of agricultural loans sold
with recourse. Due to sufficient collateral on these loans and government guarantees, no reserve is considered necessary at December 31, 2023 and 2022.
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Capital Resources
Consistent with its goal to operate a sound and profitable financial institution, the Company actively seeks to maintain a “well-capitalized” institution in accordance with regulatory
standards. The principal source of capital to the Company is earnings retention. The Company’s and the Bank’s capital measurements are in excess of both regulatory minimum guidelines and meet the requirements to be considered well-capitalized.
The Company’s primary source of funds to pay interest on trust preferred debentures and pay cash dividends to its stockholders are dividends from its subsidiaries. Various laws and regulations restrict
the ability of banks to pay dividends to their stockholders. Generally, the payment of dividends by the Company in the future as well as the payment of interest on the capital securities will require the generation of sufficient future earnings
by its subsidiaries.
The Bank is also subject to regulatory restrictions on its ability to pay dividends to the Company. Under Office of the Comptroller of the Currency (“OCC”)
regulations, the Bank may not pay a dividend, without prior OCC approval, if the total amount of all dividends declared during the calendar year, including the proposed dividend, exceeds the sum of its retained net income to date during the
calendar year and its retained net income over the preceding two years. At December 31, 2023 and 2022, approximately $106.6 million and $145.3 million, respectively, of the total stockholders’ equity of the Bank was available for payment of
dividends to the Company without approval by the OCC. The Bank’s ability to pay dividends also is subject to the Bank being in compliance with regulatory capital requirements. The Bank is currently in compliance with these requirements. Under the
State of Delaware General Corporation Law, the Company may declare and pay dividends either out of accumulated net retained earnings or capital surplus.
Stock Repurchase Plan
The Company purchased 155,500 shares of its common stock during the year ended December 31, 2023 at an average price of $31.79 per share under its previously announced share repurchase program.
This repurchase program under which these shares were purchased was due to expire on December 31, 2023; however, on December 18, 2023, the Board of Directors authorized and approved an amendment to the repurchase program. Pursuant to the amended
stock repurchase program, the Company may repurchase up to 2,000,000 shares of the outstanding shares of its common stock with all repurchases under the stock repurchase program to be made by December 31, 2025. The Company may repurchase shares
of its common stock from time to time to mitigate the potential dilutive effect of stock-based incentive plans and other potential uses of common stock for corporate purposes. As of December 31, 2023, there were 2,000,000 shares available for
repurchase under this plan which is set to expire on December 31, 2025. The Company purchased no shares of its common stock during the fourth quarter of 2023.
Recent Accounting Updates
See Note 2 to the consolidated financial statements for a detailed discussion of new accounting pronouncements.
2022 OPERATING RESULTS AS COMPARED TO 2021 OPERATING RESULTS
For similar operating and financial data and discussion of our results for the year ended December 31, 2022 compared to our results for the year ended December 31, 2021,
refer to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under Part II of our annual report on Form 10-K for the year ended December 31, 2022, which was filed with the SEC on March 1, 2023 and is
incorporated herein by reference.
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FY 2022 10-K MD&A
SEC filing source: 0001140361-23-009417.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The purpose of this discussion and analysis is to provide a concise description of the consolidated financial condition and results of operations of NBT Bancorp Inc. (“NBT”) and its wholly-owned
subsidiaries, including NBT Bank, National Association (the “Bank”), NBT Financial Services, Inc. (“NBT Financial”) and NBT Holdings, Inc. (“NBT Holdings”) (collectively referred to herein as the “Company”). This discussion will focus on results of
operations for the fiscal years ended December 31, 2022, 2021, and 2020, and financial condition as of December 31, 2022 and 2021, including capital resources and asset/liability management. This discussion and analysis should be read in
conjunction with our consolidated financial statements and related notes.
Forward-Looking Statements
Certain statements in this filing and future filings by the Company with the Securities and Exchange Commission (“SEC”), in the Company’s press releases or other public or stockholder communications
or in oral statements made with the approval of an authorized executive officer, contain forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995. These statements may be identified by the use of phrases such
as “anticipate,” “believe,” “expect,” “forecasts,” “projects,” “will,” “can,” “would,” “should,” “could,” “may,” or other similar terms. There are a number of factors, many of which are beyond the Company’s control that could cause actual results
to differ materially from those contemplated by the forward-looking statements. The discussion in Item 1A, “Risk Factors,” lists some of the factors that could cause our actual results to vary materially from those expressed or implied by any
forward-looking statements, and such discussion is incorporated into this discussion by reference.
The Company cautions readers not to place undue reliance on any forward-looking statements, which speak only as of the date made, and advises readers that various factors, including, but not limited
to, those described above and other factors discussed in the Company’s annual and quarterly reports previously filed with the SEC, could affect the Company’s financial performance and could cause the Company’s actual results or circumstances for
future periods to differ materially from those anticipated or projected.
Unless required by law, the Company does not undertake, and specifically disclaims any obligations to, publicly release any revisions that may be made to any forward-looking statements to reflect the
occurrence of anticipated or unanticipated events or circumstances after the date of such statements.
General
NBT Bancorp Inc. is a financial holding company headquartered in Norwich, NY, with total assets of $11.74 billion at December 31, 2022. The Company’s business, primarily conducted through the Bank and
its full-service retirement plan administration and recordkeeping subsidiary and full-service insurance agency subsidiary, consists of providing commercial banking, retail banking, wealth management and other financial services primarily to
customers in its market area, which includes central and upstate New York, northeastern Pennsylvania, southern New Hampshire, western Massachusetts, Vermont, southern Maine and central Connecticut. The Company’s business philosophy is to operate as
a community bank with local decision-making, providing a broad array of banking and financial services to retail, commercial and municipal customers. The financial review that follows focuses on the factors affecting the consolidated financial
condition and results of operations of the Company and its wholly-owned subsidiaries, the Bank, NBT Financial and NBT Holdings during 2022 and, in summary form, the preceding two years. Net interest margin is presented in this discussion on a fully
taxable equivalent (“FTE”) basis. Average balances discussed are daily averages unless otherwise described. The audited consolidated financial statements and related notes as of December 31, 2022 and 2021 and for each of the years in the three-year
period ended December 31, 2022 should be read in conjunction with this review.
Critical Accounting Estimates
SEC guidance requires disclosure of “critical accounting estimates.” The SEC defines “critical accounting estimates” as those estimates made in accordance with generally accepted accounting principles
that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the financial condition or results of operations of the registrant. The Company follows financial accounting and reporting
policies that are in accordance with accounting principles generally accepted in the United States. The more significant of these policies are summarized in Note 1 to the consolidated financial statements included elsewhere in this report. Refer to
Note 2 to the consolidated financial statements for recently adopted accounting standards. Not all significant accounting policies require management to make difficult, subjective or complex judgments. The allowance for credit losses and the
allowance for unfunded commitments policies noted below are deemed to meet the SEC’s definition of a critical accounting estimate.
The allowance for credit losses consists of the allowance for credit losses and the allowance for losses on unfunded commitments. As a result of the Company’s January 1, 2020, adoption of Accounting
Standards Updates (“ASU”) 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“CECL”) and its related amendments, our methodology for
estimating the reserve for credit losses changed significantly from December 31, 2019. The standard replaced the “incurred loss” approach with an “expected loss” approach known as current expected credit loss. The CECL approach requires an estimate
of the credit losses expected over the life of an exposure (or pool of exposures). It removes the incurred loss approach’s threshold that delayed the recognition of a credit loss until it was “probable” a loss event was “incurred.” The estimate of
expected credit losses under the CECL approach is based on relevant information about past events, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amounts. Historical loss experience is
generally the starting point for estimating expected credit losses. The Company then considers whether the historical loss experience should be adjusted for asset-specific risk characteristics or current conditions at the reporting date that did
not exist over the period from which historical experience was used. Finally, the Company considers forecasts about future economic conditions that are reasonable and supportable. The allowance for credit losses for loans, as reported in our
consolidated statements of financial condition, is adjusted by an expense for credit losses, which is recognized in earnings, and reduced by the charge-off of loan amounts, net of recoveries. The allowance for losses on unfunded commitments
represents the expected credit losses on off-balance sheet commitments such as unfunded commitments to extend credit and standby letters of credit. However, a liability is not recognized for commitments unconditionally cancellable by the Company.
The allowance for losses on unfunded commitments is determined by estimating future draws and applying the expected loss rates on those draws.
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Management of the Company considers the accounting policy relating to the allowance for credit losses to be a critical accounting estimate given the uncertainty in evaluating the level of the
allowance required to cover management’s estimate of all expected credit losses over the expected contractual life of our loan portfolio. Determining the appropriateness of the allowance is complex and requires 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 for credit losses in those future periods.
While management’s current evaluation of the allowance for credit losses indicates that the allowance is appropriate, the allowance may need to be increased under adversely different conditions or assumptions. Going forward, the impact of utilizing
the CECL approach to calculate the reserve for credit losses will be significantly influenced by the composition, characteristics and quality of our loan portfolio, as well as the prevailing economic conditions and forecasts utilized. Material
changes to these and other relevant factors may result in greater volatility to the reserve for credit losses, and therefore, greater volatility to our reported earnings.
One of the most significant judgments involved in estimating the Company’s allowance for credit losses relates to the macroeconomic forecasts used to estimate expected credit losses over the forecast
period. As of December 31, 2022, the model incorporated a baseline economic outlook along with an alternative downside scenario. The baseline outlook reflected an unemployment rate environment initially at 3.9% that increases slightly during the
forecast period to 4.0%. Northeast GDP’s annualized growth (on a quarterly basis) is expected to start the first quarter of 2023 at approximately 3.9% and hovering around 4.6% by the end of the forecast period. The alternative downside scenario
assumed northeast unemployment rises from 3.9% in the fourth quarter of 2022 to a peak of 6.9% in the first quarter of 2024. These scenarios and their respective weightings are evaluated at each measurement date and reflect management’s
expectations as of December 31, 2022. All else held equal, the changes in the weightings of our forecasted scenarios would impact the amount of estimated allowance for credit losses through changes in the quantitative reserve and scenario-specific
qualitative adjustments. To demonstrate the sensitivity of the allowance for credit losses estimate to macroeconomic forecast weightings assumptions as of December 31, 2022, the Company increased the downside scenario weighting by 10% to 60% and
decreased the baseline scenario to 40% weighting which resulted in a 3% increase in the overall estimated allowance for credit losses. To further demonstrate the sensitivity of the allowance for credit losses estimate to macroeconomic forecast
weightings assumptions as of December 31, 2022, the Company increased the downside scenario to 100% which resulted in a 16% increase in the overall estimated allowance for credit losses.
Non-GAAP Measures
This Annual Report on Form 10-K contains financial information determined by methods other than in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
Where non-GAAP disclosures are used in this Annual Report on Form 10-K, the comparable GAAP measure, as well as a reconciliation to the comparable GAAP measure, is provided in the accompanying tables. Management believes that these non-GAAP
measures provide useful information that is important to an understanding of the results of the Company’s core business as well as provide information standard in the financial institution industry. Non-GAAP measures should not be considered a
substitute for financial measures determined in accordance with GAAP and investors should consider the Company’s performance and financial condition as reported under GAAP and all other relevant information when assessing the performance or
financial condition of the Company. Amounts previously reported in the consolidated financial statements are reclassified whenever necessary to conform to current period presentation.
Overview
Significant factors management reviews to evaluate the Company’s operating results and financial condition include, but are not limited to: net income and earnings per share, return on average assets
and equity, net interest margin, noninterest income, operating expenses, asset quality indicators, loan and deposit growth, capital management, liquidity and interest rate sensitivity, enhancements to customer products and services, technology
advancements, market share and peer comparisons. The following information should be considered in connection with the Company’s results for the fiscal year ended December 31, 2022:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | net income of $152.0 million, or $3.52 diluted earnings per share; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | noninterest income of $155.6 million, down 1.4% from 2021; represents 30% of total revenues; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | period end loans were $8.15 billion, up 8.7% (10.2% excluding Paycheck Protection Program (“PPP”) loans); |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | strong credit quality metrics including net charge-offs of 0.11% and allowance for loan losses to total loans at 1.24%; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | book value per share of $27.38 at December 31, 2022; tangible book value per share was $20.65(1) at December 31, 2022. |
| Column 1 | Column 2 |
|---|---|
| (1) | Non-GAAP measure - Refer to non-GAAP reconciliation below. |
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Results of Operations
Net income for the year ended December 31, 2022 was $152.0 million, or $3.52 per diluted common share, compared to $154.9 million, or $3.54 per diluted share, in the prior year.
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Generated positive operating leverage of $21.7 million with total revenues increasing 8.1%, or $38.9 million, while operating expenses were higher by 6.0%, or $17.2 million. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Net interest income in 2022 improved in comparison to 2021, primarily due to higher yields on earning assets due to increases in the Federal Reserve’s targeted Federal Funds rate combined with growth in earning assets, strongly overcoming a $17.6 million ($0.31 per diluted share) year-over-year decrease in income from the Paycheck Protection Program (“PPP”). |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The Company recorded a provision for loan losses of $17.1 million ($0.31 per diluted share) in 2022, compared to a net benefit of $8.3 million ($0.15 per diluted share) in 2021. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Card services income was lower than 2021 driven by the impact from the Company being subject to the statutory price cap provisions of the Durbin Amendment to the Dodd-Frank Act (“Durbin Amendment”) of approximately $8 million ($0.14 per diluted share). |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | 2022 full-year results included $1.0 million in merger-related expenses. Significant non-recurring transactions occurring in 2021 included a $4.3 million estimated litigation settlement cost related to a pending lawsuit regarding certain of the Company’s deposit products and related disclosures. Significant non-recurring transactions occurring in 2020 included a $4.8 million expense related to branch optimization. |
The following table sets forth certain financial highlights:
| Years Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | ||||||||||
| Performance: | ||||||||||||
| Diluted earnings per share | $ | 3.52 | $ | 3.54 | $ | 2.37 | ||||||
| Return on average assets | 1.29 | % | 1.33 | % | 0.99 | % | ||||||
| Return on average equity | 12.67 | % | 12.71 | % | 9.09 | % | ||||||
| Return on average tangible common equity | 16.89 | % | 16.92 | % | 12.48 | % | ||||||
| Net interest margin (FTE) | 3.34 | % | 3.03 | % | 3.31 | % | ||||||
| Capital: | ||||||||||||
| Equity to assets | 10.00 | % | 10.41 | % | 10.86 | % | ||||||
| Tangible equity ratio | 7.73 | % | 8.20 | % | 8.41 | % | ||||||
| Book value per share | $ | 27.38 | $ | 28.97 | $ | 27.22 | ||||||
| Tangible book value per share | $ | 20.65 | $ | 22.26 | $ | 20.52 | ||||||
| Leverage ratio | 10.32 | % | 9.41 | % | 9.56 | % | ||||||
| Common equity tier 1 capital ratio | 12.12 | % | 12.25 | % | 11.84 | % | ||||||
| Tier 1 capital ratio | 13.19 | % | 13.43 | % | 13.09 | % | ||||||
| Total risk-based capital ratio | 15.38 | % | 15.73 | % | 15.62 | % |
The following tables provide non-GAAP reconciliations:
| Years Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands, except per share data) | 2022 | 2021 | 2020 | |||||||||
| Return on average tangible common equity: | ||||||||||||
| Net income | $ | 151,995 | $ | 154,885 | $ | 104,388 | ||||||
| Amortization of intangible assets (net of tax) | 1,698 | 2,106 | 2,546 | |||||||||
| Net income, excluding intangible amortization | $ | 153,693 | $ | 156,991 | $ | 106,934 | ||||||
| Average stockholders’ equity | $ | 1,199,383 | $ | 1,218,449 | $ | 1,148,475 | ||||||
| Less: average goodwill and other intangibles | 289,238 | 290,838 | 291,787 | |||||||||
| Average tangible common equity | $ | 910,145 | $ | 927,611 | $ | 856,688 | ||||||
| Return on average tangible common equity | 16.89 | % | 16.92 | % | 12.48 | % | ||||||
| Tangible equity ratio: | ||||||||||||
| Stockholders’ equity | $ | 1,173,554 | $ | 1,250,453 | $ | 1,187,618 | ||||||
| Intangibles | 288,545 | 289,468 | 292,276 | |||||||||
| Assets | $ | 11,739,296 | $ | 12,012,111 | $ | 10,932,906 | ||||||
| Tangible equity ratio | 7.73 | % | 8.20 | % | 8.41 | % | ||||||
| Tangible book value: | ||||||||||||
| Stockholders’ equity | $ | 1,173,554 | $ | 1,250,453 | $ | 1,187,618 | ||||||
| Intangibles | 288,545 | 289,468 | 292,276 | |||||||||
| Tangible equity | $ | 885,009 | $ | 960,985 | $ | 895,342 | ||||||
| Diluted common shares outstanding | 42,858 | 43,168 | 43,629 | |||||||||
| Tangible book value per share | $ | 20.65 | $ | 22.26 | $ | 20.52 |
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2023 Outlook
The Company’s 2022 earnings reflected a continued ability to invest in the Company’s future while managing through persistent volatility in the interest rate environment and overall economic
conditions which have challenged the financial services industry. Throughout 2022, the Company, along with other financial services companies, experienced lingering disruptions from the COVID-19 pandemic. Mainly, the volatility associated with
the rapid downward shift in the yield curve which remained fairly flat for the majority of 2021 and into early 2022, followed by the drastic rise in rates beginning in the second quarter of 2022, which resulted in an inverted yield curve for much
of the remainder of 2022 and into 2023. This rate increase was highly correlated with a significant tightening of monetary policy to combat heightened inflation.
Mixed economic indicators, persistent inflation and material inversion of the yield curve have increased the potential for a recession in 2023. While recession probabilities have increased,
excellent consumer and corporate balance sheets strengthened by government stimulus throughout the COVID-19 pandemic support a view that any form of recession could be mild. Significant items that may have an impact on 2023 results include:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Excess liquidity in the banking system has significantly decreased: |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ο | loan growth may be negatively impacted as interest rates have risen and lenders have begun to revert back to historical credit spreads to account for overall higher cost of funds; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ο | cost of deposits as well as overall cost of funds could negatively impact net interest margin. Excess liquidity allowed financial institutions to significantly lag deposit rates in 2022. This lag has increased the potential for a rapid increase in deposit rates during 2023 relative to federal funds rate increases; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ο | higher interest rates have afforded deposit customers investment opportunities outside the banking system resulting in deposit declines across the industry. Investment purchases have slowed as runoff investment cash flows have been utilized as a source of funding. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Inflationary pressures have taken a hold of the economy as drivers of inflation, initially considered to be transitory in nature, have proven to be more persistent: |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ο | this spike to inflation has had a significant impact on current and expected Federal Reserve Monetary Policy; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ο | the tightening of monetary policy through measures to raise interest rates has thus far had a benefit given the Company’s asset sensitive balance sheet position. However, elevated deposit costs and the slowing of the economy could arise as a result of the higher interest rates. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The Company’s continued focus on long-term strategies including growth in the New England markets, diversification of revenue, improving operating efficiencies and investing in technology. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The Company’s merger with Salisbury Bancorp, Inc. (“Salisbury”) is expected to close in the second quarter of 2023 subject to customary closing conditions, including approval by the stockholders of Salisbury and required regulatory approvals. |
The Company’s 2023 outlook is subject to factors in addition to those identified above and those risks and uncertainties that could impact the Company’s future results are explained in Item 1A. Risk Factors.
Asset/Liability Management
The Company attempts to maximize net interest income and net income, while actively managing its liquidity and interest rate sensitivity through the mix of various core deposit products and other
sources of funds, which in turn fund an appropriate mix of earning assets. The changes in the Company’s asset mix and sources of funds, and the resulting impact on net interest income, on an FTE basis, are discussed below. The following table
includes the condensed consolidated average balance sheet, an analysis of interest income/expense and average yield/rate for each major category of earning assets and interest-bearing liabilities on a taxable equivalent basis. Interest income for
tax-exempt securities and loans has been adjusted to a taxable-equivalent basis using the statutory Federal income tax rate of 21% for 2022, 2021 and 2020.
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Average Balances and Net Interest Income
| 2022 | 2021 | 2020 | ||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in thousands) | Average Balance | Interest | Yield/ Rate | Average Balance | Interest | Yield/ Rate | Average Balance | Interest | Yield/ Rate | |||||||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||||||||||||
| Short-term interest-bearing accounts | $ | 440,429 | $ | 3,072 | 0.70 | % | $ | 932,086 | $ | 1,229 | 0.13 | % | $ | 372,144 | $ | 610 | 0.16 | % | ||||||||||||||||||
| Securities taxable(1) | 2,424,925 | 43,229 | 1.78 | % | 1,910,641 | 31,962 | 1.67 | % | 1,531,237 | 33,653 | 2.20 | % | ||||||||||||||||||||||||
| Securities tax-exempt(1) (3) | 233,515 | 5,070 | 2.17 | % | 220,759 | 4,929 | 2.23 | % | 173,031 | 5,144 | 2.97 | % | ||||||||||||||||||||||||
| Federal Reserve Bank and FHLB stock | 27,040 | 995 | 3.68 | % | 25,255 | 616 | 2.44 | % | 33,570 | 2,096 | 6.24 | % | ||||||||||||||||||||||||
| Loans(2) (3) | 7,772,962 | 333,008 | 4.28 | % | 7,543,149 | 302,331 | 4.01 | % | 7,461,795 | 308,080 | 4.13 | % | ||||||||||||||||||||||||
| Total interest-earning assets | $ | 10,898,871 | $ | 385,374 | 3.54 | % | $ | 10,631,890 | $ | 341,067 | 3.21 | % | $ | 9,571,777 | $ | 349,583 | 3.65 | % | ||||||||||||||||||
| Other assets | 893,197 | 983,809 | 942,274 | |||||||||||||||||||||||||||||||||
| Total assets | $ | 11,792,068 | $ | 11,615,699 | $ | 10,514,051 | ||||||||||||||||||||||||||||||
| Liabilities and stockholders’ equity: | ||||||||||||||||||||||||||||||||||||
| Money market deposit accounts | $ | 2,447,978 | $ | 4,955 | 0.20 | % | $ | 2,587,748 | $ | 5,117 | 0.20 | % | $ | 2,320,947 | $ | 10,313 | 0.44 | % | ||||||||||||||||||
| NOW deposit accounts | 1,578,831 | 2,600 | 0.16 | % | 1,452,560 | 738 | 0.05 | % | 1,194,398 | 716 | 0.06 | % | ||||||||||||||||||||||||
| Savings deposits | 1,829,360 | 592 | 0.03 | % | 1,656,893 | 829 | 0.05 | % | 1,393,436 | 745 | 0.05 | % | ||||||||||||||||||||||||
| Time deposits | 464,912 | 1,776 | 0.38 | % | 577,150 | 4,030 | 0.70 | % | 733,073 | 10,296 | 1.40 | % | ||||||||||||||||||||||||
| Total interest-bearing deposits | $ | 6,321,081 | $ | 9,923 | 0.16 | % | $ | 6,274,351 | $ | 10,714 | 0.17 | % | $ | 5,641,854 | $ | 22,070 | 0.39 | % | ||||||||||||||||||
| Federal funds purchased | 14,644 | 588 | 4.02 | % | 17 | - | - | 14,727 | 302 | 2.05 | % | |||||||||||||||||||||||||
| Repurchase agreements | 69,561 | 67 | 0.10 | % | 100,519 | 132 | 0.13 | % | 154,383 | 266 | 0.17 | % | ||||||||||||||||||||||||
| Short-term borrowings | 46,371 | 1,968 | 4.24 | % | 1,302 | 26 | 2.00 | % | 183,699 | 2,840 | 1.55 | % | ||||||||||||||||||||||||
| Long-term debt | 6,579 | 161 | 2.45 | % | 15,479 | 389 | 2.51 | % | 62,990 | 1,553 | 2.47 | % | ||||||||||||||||||||||||
| Subordinated debt, net | 98,439 | 5,424 | 5.51 | % | 98,259 | 5,437 | 5.53 | % | 51,394 | 2,842 | 5.53 | % | ||||||||||||||||||||||||
| Junior subordinated debt | 101,196 | 3,749 | 3.70 | % | 101,196 | 2,090 | 2.07 | % | 101,196 | 2,731 | 2.70 | % | ||||||||||||||||||||||||
| Total interest-bearing liabilities | $ | 6,657,871 | $ | 21,880 | 0.33 | % | $ | 6,591,123 | $ | 18,788 | 0.29 | % | $ | 6,210,243 | $ | 32,604 | 0.53 | % | ||||||||||||||||||
| Demand deposits | 3,696,957 | 3,565,693 | 2,895,341 | |||||||||||||||||||||||||||||||||
| Other liabilities | 237,857 | 240,434 | 259,992 | |||||||||||||||||||||||||||||||||
| Stockholders’ equity | 1,199,383 | 1,218,449 | 1,148,475 | |||||||||||||||||||||||||||||||||
| Total liabilities and stockholders’ equity | $ | 11,792,068 | $ | 11,615,699 | $ | 10,514,051 | ||||||||||||||||||||||||||||||
| Net interest income (FTE) | $ | 363,494 | $ | 322,279 | $ | 316,979 | ||||||||||||||||||||||||||||||
| Interest rate spread | 3.21 | % | 2.92 | % | 3.12 | % | ||||||||||||||||||||||||||||||
| Net interest margin (FTE) | 3.34 | % | 3.03 | % | 3.31 | % | ||||||||||||||||||||||||||||||
| Taxable equivalent adjustment | $ | 1,304 | $ | 1,191 | $ | 1,301 | ||||||||||||||||||||||||||||||
| Net interest income | $ | 362,190 | $ | 321,088 | $ | 315,678 |
| Column 1 | Column 2 |
|---|---|
| (1) | Securities are shown at average amortized cost. |
| Column 1 | Column 2 |
|---|---|
| (2) | For purposes of these computations, nonaccrual loans and loans held for sale are included in the average loan balances outstanding. |
| Column 1 | Column 2 |
|---|---|
| (3) | Interest income for tax-exempt securities and loans have been adjusted to an FTE basis using the statutory Federal income tax rate of 21%. |
2022 OPERATING RESULTS AS COMPARED TO 2021 OPERATING RESULTS
Net Interest Income
Net interest income for the year ended December 31, 2022 was $362.2 million, up $41.1 million, or 12.8%, from 2021. PPP loan interest and fees recognized into interest income for the year ended December 31, 2022
was $3.7 million compared to $21.3 million in 2021. FTE net interest margin was 3.34% for the year ended December 31, 2022, an increase of 31 basis points (“bps”) from 2021. Interest income increased $44.2
million, or 13.0%, as the yield on average interest-earning assets increased 33 bps from 2021 to 3.54%, while average interest-earning assets of $10.90 billion increased $267.0 million primarily due to an increase in average loans and investment
securities. Interest expense was up $3.1 million, or 16.5%, for the year ended December 31, 2022 as compared to the year ended December 31, 2021 as the cost of interest-bearing liabilities increased 4 bps to 0.33%, driven by the Company shifting
from an excess liquidity position to an overnight borrowing position. The Federal Reserve raised its target fed funds rate to 425 basis points in 2022, positively impacting our yields on earning assets.
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Analysis of Changes in FTE Net Interest Income
| Increase (Decrease) 2022 over 2021 | Increase (Decrease) 2021 over 2020 | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands) | Volume | Rate | Total | Volume | Rate | Total | ||||||||||||||||||
| Short-term interest-bearing accounts | $ | (953 | ) | $ | 2,796 | $ | 1,843 | $ | 759 | $ | (140 | ) | $ | 619 | ||||||||||
| Securities taxable | 9,057 | 2,210 | 11,267 | 7,324 | (9,015 | ) | (1,691 | ) | ||||||||||||||||
| Securities tax-exempt | 279 | (138 | ) | 141 | 1,233 | (1,448 | ) | (215 | ) | |||||||||||||||
| Federal Reserve Bank and FHLB stock | 46 | 333 | 379 | (428 | ) | (1,052 | ) | (1,480 | ) | |||||||||||||||
| Loans | 9,406 | 21,271 | 30,677 | 3,332 | (9,081 | ) | (5,749 | ) | ||||||||||||||||
| Total FTE interest income | $ | 17,835 | $ | 26,472 | $ | 44,307 | $ | 12,220 | $ | (20,736 | ) | $ | (8,516 | ) | ||||||||||
| Money market deposit accounts | (281 | ) | 119 | (162 | ) | 1,073 | (6,269 | ) | (5,196 | ) | ||||||||||||||
| NOW deposit accounts | 70 | 1,792 | 1,862 | 141 | (119 | ) | 22 | |||||||||||||||||
| Savings deposits | 79 | (316 | ) | (237 | ) | 134 | (50 | ) | 84 | |||||||||||||||
| Time deposits | (677 | ) | (1,577 | ) | (2,254 | ) | (1,863 | ) | (4,403 | ) | (6,266 | ) | ||||||||||||
| Federal funds purchased | 588 | - | 588 | (151 | ) | (151 | ) | (302 | ) | |||||||||||||||
| Repurchase agreements | (35 | ) | (30 | ) | (65 | ) | (80 | ) | (54 | ) | (134 | ) | ||||||||||||
| Short-term borrowings | 1,881 | 61 | 1,942 | (3,456 | ) | 642 | (2,814 | ) | ||||||||||||||||
| Long-term debt | (218 | ) | (10 | ) | (228 | ) | (1,193 | ) | 29 | (1,164 | ) | |||||||||||||
| Subordinated debt, net | 10 | (23 | ) | (13 | ) | 2,593 | 2 | 2,595 | ||||||||||||||||
| Junior subordinated debt | - | 1,659 | 1,659 | - | (641 | ) | (641 | ) | ||||||||||||||||
| Total FTE interest expense | $ | 1,417 | $ | 1,675 | $ | 3,092 | $ | (2,802 | ) | $ | (11,014 | ) | $ | (13,816 | ) | |||||||||
| Change in FTE net interest income | $ | 16,418 | $ | 24,797 | $ | 41,215 | $ | 15,022 | $ | (9,722 | ) | $ | 5,300 |
Loans and Corresponding Interest and Fees on Loans
The average balance of loans increased by approximately $229.8 million, or 3.0%, from 2021 to 2022 with the increases in specialty lending, commercial and industrial (“C&I”), commercial real
estate (“CRE”), indirect auto and residential mortgage portfolios being partly offset by a reduction in the average balance of PPP and other consumer loans. The yield on average loans increased from 4.01% in 2021 to 4.28% in 2022, as loans
re-priced upward due to the interest rate environment in 2022. FTE interest income from loans increased 10.1%, from $302.3 million in 2021 to $333.0 million in 2022. This increase was due to the increases in yields and an increase in the average
balance. Net interest income included interest and fees on PPP loans of $3.7 million and $21.3 million in 2022 and 2021, respectively.
Total loans were $8.15 billion and $7.50 billion at December 31, 2022 and 2021, respectively. Total PPP loans as of December 31, 2022 were $0.1 million (net of unamortized fees) with $101.5 million
of loans forgiven. Excluding PPP loans, period end loans increased $752.0 million or 10.2% from December 31, 2021. Commercial and industrial loans increased $109.8 million to $1.27 billion; commercial real estate loans increased $152.6 million to
$2.81 billion; and total consumer loans increased $489.5 million to $4.08 billion. Total loans represent approximately 69.4% of assets as of December 31, 2022, as compared to 62.4% as of December 31, 2021.
The following table reflects the loan portfolio by major categories(1), net of deferred fees and origination costs,
for the years indicated:
Composition of Loan Portfolio
| December 31, | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands) | 2022 | 2021 | 2020 | 2019 | 2018 | ||||||||||||||
| Commercial & industrial | $ | 1,265,082 | $ | 1,155,240 | $ | 1,121,224 | $ | 1,112,616 | $ | 1,158,113 | |||||||||
| Commercial real estate | 2,807,941 | 2,655,367 | 2,526,813 | 2,331,650 | 2,064,197 | ||||||||||||||
| Paycheck protection program | 949 | 101,222 | 430,810 | - | - | ||||||||||||||
| Residential real estate | 1,649,870 | 1,571,232 | 1,466,662 | 1,445,156 | 1,380,836 | ||||||||||||||
| Indirect auto | 989,587 | 859,454 | 931,286 | 1,193,635 | 1,216,144 | ||||||||||||||
| Residential solar | 856,798 | 440,016 | 282,224 | 219,210 | 129,038 | ||||||||||||||
| Home equity | 314,124 | 330,357 | 387,974 | 444,082 | 474,566 | ||||||||||||||
| Other consumer | 265,796 | 385,571 | 351,892 | 389,749 | 464,815 | ||||||||||||||
| Total loans | $ | 8,150,147 | $ | 7,498,459 | $ | 7,498,885 | $ | 7,136,098 | $ | 6,887,709 |
| Column 1 | Column 2 |
|---|---|
| (1) | Loans are summarized by business line which does not align with how the Company assesses credit risk in the estimate for credit losses under CECL. |
Loans in the C&I and CRE portfolios, consist primarily of loans made to small and medium-sized entities. The Company offers a variety of loan options to meet the specific needs of our commercial
customers including term loans, time notes and lines of credit. Such loans are made available to businesses for working capital needs such as inventory and receivables, business expansion, equipment purchases, livestock purchases and seasonal
crop expenses. These loans typically are usually collateralized by business assets such as equipment, accounts receivable and perishable agricultural products, which are exposed to industry price volatility. The Company offers CRE loans to
finance real estate purchases, refinancings, expansions and improvements to commercial and agricultural properties. CRE loans are loans secured by liens on real estate, which may include both owner-occupied and nonowner-occupied properties, such
as apartments, commercial structures, health care facilities and other facilities. Risks associated with the CRE portfolio include the ability of borrowers to pay interest and principal during the loan’s term, as well as the ability of the
borrowers to refinance at the end of the loan term. As of December 31, 2022, there were $196.3 million in CRE construction and development loans included in total loans.
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The Company participated in the Small Business Administration’s (“SBA”) PPP, a guaranteed, forgivable loan program created under the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”)
and the Consolidated Appropriation Act targeted to provide small businesses with support to cover payroll and certain other expenses. Loans made under the PPP are fully guaranteed by the SBA, the guarantee is backed by the full faith and credit
of the United States government. PPP covered loans also afford borrowers forgiveness up to the principal amount of the PPP covered loan, plus accrued interest, if the loan proceeds are used to retain workers and maintain payroll or to make
certain mortgage interest, lease and utility payments, and certain other criteria are satisfied. The SBA will reimburse PPP lenders for any amount of a PPP covered loan that is forgiven, and PPP lenders will not be held liable for any
representations made by PPP borrowers in connection with their requests for loan forgiveness. Lenders receive pre-determined fees for processing and servicing PPP loans. In addition, PPP loans are risk-weighted at zero percent under the generally
applicable Standardized Approach used to calculate risk-weighted assets for regulatory capital purposes. The Company processed approximately 6,100 loans totaling $835 million in relief with approximately 99% forgiven as of December 31, 2022.
Residential real estate loans consist primarily of loans secured by a first or second mortgage on primary residences. We originate adjustable-rate and fixed-rate, one-to-four-family residential
loans for the construction or purchase of a residential property or refinancing of a mortgage. These loans are collateralized by properties located in the Company’s market area. Subprime mortgage lending, which has been the riskiest sector of the
residential housing market, is not a market that the Company has ever actively pursued. The market does not apply a uniform definition of what constitutes “subprime” lending. Our reference to subprime lending relies upon the “Statement on
Subprime Mortgage Lending” issued by the Office of Thrift Supervision and the other federal bank regulatory agencies (the “Agencies”), on June 29, 2007, which further referenced the “Expanded Guidance for Subprime Lending Programs,” or the
Expanded Guidance, issued by the Agencies by press release dated January 31, 2001. As of December 31, 2022, there were $51.3 million in residential construction and development loans included in total loans.
In 2017, the Company partnered with Sungage Financial, LLC. to offer financing to consumers for solar ownership with the program tailored for delivery through solar installers. Advances of credit
through this business line are to prime borrowers and are subject to the Company’s underwriting standards. Typically, the Company collects fees at origination that are deferred and recognized into interest income over the estimated life of the
loan.
The Company offers a variety of Consumer loan products including indirect auto, home equity and other consumer loans. Indirect auto loans include indirect installment loans to individuals, which are
primarily secured by automobiles. Although automobile loans have generally been originated through dealers, all applications submitted through dealers are subject to the Company’s normal underwriting and loan approval procedures. Other Consumer
loans consist of direct installment loans to individuals most secured by automobiles and other personal property and unsecured consumer loans across a national footprint originated through our relationship with national technology-driven consumer
lending companies that began over 10 years ago beginning with our investment in Springstone Financial LLC (“Springstone”) which was subsequently acquired by LendingClub in 2014. In addition to installment loans, the Company also offers personal
lines of credit, overdraft protection, home equity lines of credit and second mortgage loans (loans secured by a lien position on one-to-four family residential real estate) to finance home improvements, debt consolidation, education and other
uses. For home equity loans, consumers are able to borrow up to 85% of the equity in their homes, and are generally tied to Prime with a ten year draw followed by a fifteen year amortization.
Loans by Maturity and Interest Rate Sensitivity
The following table presents the maturity distribution and an analysis of loans that have predetermined and floating interest rates. Scheduled repayments are reported in the maturity category in
which the contractual maturity is due. For loans without contractual maturities, classification of maturity is consistent with the policy elections to measure the allowance for credit losses. Specifically, C&I and CRE lines of credit assume
one year maturity for relationships over $1.0 million and five year maturity for relationships under $1.0 million, while home equity line of credits maturities are classified based on their fixed rate conversion date plus five years. C&I
includes PPP and other consumer includes residential solar, home equity and other consumer loans.
| Remaining Maturity at December 31, 2022 | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands) | C&I | CRE | Indirect Auto | Other Consumer | Residential | Total | |||||||||||||||||
| Within one year | $ | 207,737 | $ | 12,621 | $ | - | $ | 11,767 | $ | 2 | $ | 232,127 | |||||||||||
| From one to five years | 371,004 | 514,260 | 300,940 | 173,255 | 13,656 | 1,373,115 | |||||||||||||||||
| From five to fifteen years | 470,640 | 2,035,443 | 688,647 | 543,141 | 368,627 | 4,106,498 | |||||||||||||||||
| After fifteen years | 216,650 | 245,617 | - | 708,555 | 1,267,585 | 2,438,407 | |||||||||||||||||
| Total | $ | 1,266,031 | $ | 2,807,941 | $ | 989,587 | $ | 1,436,718 | $ | 1,649,870 | $ | 8,150,147 | |||||||||||
| Interest rate terms on amounts due after one year: | |||||||||||||||||||||||
| Fixed | $ | 687,863 | $ | 711,532 | $ | 989,526 | $ | 1,219,550 | $ | 1,574,230 | $ | 5,182,701 | |||||||||||
| Variable | $ | 370,431 | $ | 2,083,788 | $ | 61 | $ | 205,401 | $ | 75,638 | $ | 2,735,319 |
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Securities and Corresponding Interest and Dividend Income
The average balance of taxable securities available for sale (“AFS”) and held to maturity (“HTM”) increased $514.3 million, or 26.9%, from 2021 to 2022. The yield on average taxable securities was
1.78% for 2022 compared to 1.67% in 2021. The average balance of tax-exempt securities AFS and HTM increased from $220.8 million in 2021 to $233.5 million in 2022. The FTE yield on tax-exempt securities decreased from 2.23% in 2021 to 2.17% in
2022.
The average balance of Federal Reserve Bank and Federal Home Loan Bank (“FHLB”) stock increased to $27.0 million in 2022 from $25.3 million in 2021. The yield on investments in Federal Reserve Bank
and FHLB stock increased from 2.44% in 2021 to 3.68% in 2022.
Securities Portfolio
| As of December 31, | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | |||||||||||||||||||||
| (In thousands) | Amortized Cost | Fair Value | Amortized Cost | Fair Value | Amortized Cost | Fair Value | |||||||||||||||||
| AFS securities: | |||||||||||||||||||||||
| U.S. treasury | $ | 132,891 | $ | 121,658 | $ | 73,016 | $ | 73,069 | $ | - | $ | - | |||||||||||
| Federal agency | 248,419 | 206,419 | 248,454 | 239,931 | 245,590 | 243,597 | |||||||||||||||||
| State & municipal | 97,036 | 82,851 | 95,531 | 94,088 | 42,550 | 43,180 | |||||||||||||||||
| Mortgage-backed | 536,021 | 473,694 | 603,375 | 606,675 | 576,497 | 595,839 | |||||||||||||||||
| Collateralized mortgage obligations | 669,111 | 588,363 | 623,930 | 621,595 | 426,574 | 437,804 | |||||||||||||||||
| Corporate | 60,404 | 54,240 | 50,500 | 52,003 | 27,500 | 28,278 | |||||||||||||||||
| Total AFS securities | $ | 1,743,882 | $ | 1,527,225 | $ | 1,694,806 | $ | 1,687,361 | $ | 1,318,711 | $ | 1,348,698 | |||||||||||
| HTM securities: | |||||||||||||||||||||||
| Federal agency | $ | 100,000 | $ | 79,322 | $ | 100,000 | $ | 95,635 | $ | 100,000 | $ | 98,342 | |||||||||||
| Mortgage-backed | 267,907 | 230,473 | 170,574 | 172,001 | 119,447 | 125,009 | |||||||||||||||||
| Collateralized mortgage obligations | 274,366 | 249,848 | 138,815 | 140,280 | 182,250 | 190,677 | |||||||||||||||||
| State & municipal | 277,244 | 253,004 | 323,821 | 327,344 | 214,863 | 222,799 | |||||||||||||||||
| Total HTM securities | $ | 919,517 | $ | 812,647 | $ | 733,210 | $ | 735,260 | $ | 616,560 | $ | 636,827 |
The Company’s mortgage-backed securities, U.S. agency notes and collateralized mortgage obligations are all guaranteed by Fannie Mae, Freddie Mac, FHLB, Federal Farm Credit Banks or Ginnie Mae
(“GNMA”). GNMA securities are considered similar in credit quality to U.S. Treasury securities, as they are backed by the full faith and credit of the U.S. government. Currently, there are no subprime mortgages in the investment portfolio.
The following tables set forth information with regard to contractual maturities of debt securities shown in amortized cost ($) and weighted average yield (%) at December 31, 2022. Weighted-average
yields are an arithmetic computation of income (not FTE adjusted) divided by amortized cost. Maturities of mortgage-backed, collateralized mortgage obligations and asset-backed securities are stated based on their estimated average lives. Actual
maturities may differ from estimated average lives or contractual maturities because, in certain cases, borrowers have the right to call or prepay obligations with or without call or prepayment penalties.
| Less than 1 Year | 1 Year to 5 Years | 5 Years to 10 Years | Over 10 Years | Total | ||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in thousands) | $ | % | $ | % | $ | % | $ | % | $ | % | ||||||||||||||||||||||||||||||
| AFS securities: | ||||||||||||||||||||||||||||||||||||||||
| U.S. treasury | $ | - | - | $ | 108,444 | 1.70 | % | $ | 24,447 | 1.90 | % | $ | - | - | $ | 132,891 | 1.73 | % | ||||||||||||||||||||||
| Federal agency | - | - | 70,000 | 0.79 | % | 178,419 | 1.08 | % | - | - | 248,419 | 1.00 | % | |||||||||||||||||||||||||||
| State & municipal | - | - | 46,275 | 1.21 | % | 50,761 | 1.53 | % | - | - | 97,036 | 1.38 | % | |||||||||||||||||||||||||||
| Mortgage-backed | 682 | 1.78 | % | 93,240 | 1.35 | % | 178,944 | 2.28 | % | 263,155 | 1.58 | % | 536,021 | 1.78 | % | |||||||||||||||||||||||||
| Collateralized mortgage obligations | - | - | 84,848 | 2.58 | % | 89,761 | 1.37 | % | 494,502 | 1.94 | % | 669,111 | 1.94 | % | ||||||||||||||||||||||||||
| Corporate | - | - | - | - | 60,404 | 3.92 | % | - | - | 60,404 | 3.92 | % | ||||||||||||||||||||||||||||
| Total AFS securities | $ | 682 | 1.78 | % | $ | 402,807 | 1.59 | % | $ | 582,736 | 1.86 | % | $ | 757,657 | 1.81 | % | $ | 1,743,882 | 1.78 | % | ||||||||||||||||||||
| HTM securities: | ||||||||||||||||||||||||||||||||||||||||
| Federal agency | $ | - | - | $ | - | - | $ | 100,000 | 1.11 | % | $ | - | - | $ | 100,000 | 1.11 | % | |||||||||||||||||||||||
| Mortgage-backed | - | - | 16 | 7.42 | % | 18,380 | 4.02 | % | 249,511 | 2.02 | % | 267,907 | 2.16 | % | ||||||||||||||||||||||||||
| Collateralized mortgage obligations | - | - | 10,636 | 2.50 | % | 101,670 | 3.02 | % | 162,060 | 2.81 | % | 274,366 | 2.88 | % | ||||||||||||||||||||||||||
| State & municipal | 49,986 | 2.48 | % | 81,791 | 2.27 | % | 58,614 | 1.95 | % | 86,853 | 1.84 | % | 277,244 | 2.11 | % | |||||||||||||||||||||||||
| Total HTM securities | $ | 49,986 | 2.48 | % | $ | 92,443 | 2.30 | % | $ | 278,664 | 2.17 | % | $ | 498,424 | 2.25 | % | $ | 919,517 | 2.12 | % |
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Table of Contents
Funding Sources and Corresponding Interest Expense
The Company utilizes traditional deposit products such as time, savings, NOW, money market and demand deposits as its primary source for funding. Other sources, such as short-term FHLB advances,
federal funds purchased, securities sold under agreements to repurchase, brokered time deposits and long-term FHLB borrowings are utilized as necessary to support the Company’s growth in assets and to achieve interest rate sensitivity objectives.
The average balance of interest-bearing liabilities totaled $6.66 billion in 2022 and increased $66.7 million from 2021. The increase was primarily driven by the increase in interest-bearing deposits, higher federal funds purchased and increased
short-term borrowings as the Company shifted from an excess liquidity position to an overnight borrowing position at the beginning of the fourth quarter of 2022. The rate paid on interest-bearing liabilities increased from 0.29% in 2021 to 0.33%
in 2022. This increase in rates caused an increase in interest expense of $3.1 million, or 16.5%, from $18.8 million in 2021 to $21.9 million in 2022.
Deposits
Average interest-bearing deposits increased $46.7 million, or 0.7%, from 2021 to 2022. Average money market deposits decreased $139.8 million, or 5.4% during 2022 compared to 2021. Average NOW
accounts increased $126.3 million, or 8.7% during 2022 as compared to 2021 due primarily to larger commercial customers taking advantage of higher yielding investment opportunities in both the Company’s wealth management solutions as well as
other attractive offerings in the market. The average balance of savings accounts increased $172.5 million, or 10.4% during 2022 compared to 2021. The average balance of time deposits decreased $112.2 million, or 19.4%, from 2021 to 2022. The
average balance of demand deposits increased $131.3 million, or 3.7%, during 2022 compared to 2021.
The rate paid on average interest-bearing deposits was down 1 basis point to 0.16% for 2022. The rate paid for money market deposit accounts remained flat at 0.20% from 2021 to 2022. The rate paid
for NOW deposit accounts increased from 0.05% in 2021 to 0.16% in 2022. The rate paid for savings deposits decreased from 0.05% in 2021 to 0.03% in 2022. The rate paid for time deposits decreased from 0.70% during 2021 to 0.38% during 2022.
| Years Ended December 31, | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | ||||||||||||||||||||||
| (In thousands) | Average Balance | Yield/Rate | Average Balance | Yield Rate | Average Balance | Yield/Rate | ||||||||||||||||||
| Demand deposits | $ | 3,696,957 | $ | 3,565,693 | $ | 2,895,341 | ||||||||||||||||||
| Money market deposit accounts | 2,447,978 | 0.20 | % | 2,587,748 | 0.20 | % | 2,320,947 | 0.44 | % | |||||||||||||||
| NOW deposit accounts | 1,578,831 | 0.16 | % | 1,452,560 | 0.05 | % | 1,194,398 | 0.06 | % | |||||||||||||||
| Savings deposits | 1,829,360 | 0.03 | % | 1,656,893 | 0.05 | % | 1,393,436 | 0.05 | % | |||||||||||||||
| Time deposits | 464,912 | 0.38 | % | 577,150 | 0.70 | % | 733,073 | 1.40 | % | |||||||||||||||
| Total interest-bearing deposits | $ | 6,321,081 | 0.16 | % | $ | 6,274,351 | 0.17 | % | $ | 5,641,854 | 0.39 | % |
The following table presents the estimated amounts of uninsured deposits based on the same methodologies and assumptions used for the bank regulatory reporting:
| As of December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands) | 2022 | 2021 | 2020 | ||||||||
| Estimated amount of uninsured deposits | $ | 3,555,342 | $ | 4,175,208 | $ | 3,639,731 |
The following table presents the maturity distribution of time deposits of $250,000 or more:
| (In thousands) | December 31, 2022 | ||
|---|---|---|---|
| Portion of time deposits in excess of insurance limit | $ | 20,623 | |
| Time deposits otherwise uninsured with a maturity of: | |||
| Within three months | $ | 4,362 | |
| After three but within six months | 2,377 | ||
| After six but within twelve months | 2,176 | ||
| Over twelve months | 11,708 |
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Borrowings
Average federal funds purchased increased to $14.6 million in 2022 as the Company moved from an excess liquidity position to an overnight borrowing position. The rate paid on federal funds purchased
was 4.02% in 2022. Average repurchase agreements decreased to $69.6 million in 2022 from $100.5 million in 2021. The average rate paid on repurchase agreements decreased from 0.13% in 2021 to 0.10% in 2022. Average short-term borrowings increased
to $46.4 million in 2022 from $1.3 million in 2021 due to a combination of loan growth and a decrease in deposits. The average rate paid on short-term borrowings increased from 2.00% in 2021 to 4.24% in 2022. Average long-term debt decreased from
$15.5 million in 2021 to $6.6 million in 2022. The average balance of junior subordinated debt remained at $101.2 million in 2022. The average rate paid for junior subordinated debt in 2022 was 3.70%, up from 2.07% in 2021.
Total short-term borrowings consist of federal funds purchased, securities sold under repurchase agreements, which generally represent overnight borrowing transactions and other short-term
borrowings, primarily FHLB advances, with original maturities of one year or less. The Company has unused lines of credit with the FHLB and access to brokered deposits available for short-term financing. Those sources totaled approximately $2.90
billion and $3.45 billion at December 31, 2022 and 2021, respectively. Securities collateralizing repurchase agreements are held in safekeeping by nonaffiliated financial institutions and are under the Company’s control. Long-term debt, which is
comprised primarily of FHLB advances, are collateralized by the FHLB stock owned by the Company, certain of its mortgage-backed securities and a blanket lien on its residential real estate mortgage loans.
On June 23, 2020, the Company issued $100.0 million aggregate principal amount of 5.00% fixed-to-floating rate subordinated notes due 2030. The subordinated notes, which qualify as Tier 2 capital,
bear interest at an annual rate of 5.00%, payable semi-annually in arrears commencing on January 1, 2021, and a floating rate of interest equivalent to the three-month Secured Overnight Financing Rate (“SOFR”) plus a spread of 4.85%, payable
quarterly in arrears commencing on October 1, 2025. The subordinated notes issuance costs of $2.2 million are being amortized on a straight-line basis into interest expense over five years. As of December 31, 2022 and 2021 the subordinated debt
net of unamortized issuance costs was $98.5 million and $98.3 million, respectively. The Company repurchased $2.0 million of the subordinated notes during the year ended December 31, 2022 at a discount of $0.1 million.
Noninterest Income
Noninterest income is a significant source of revenue for the Company and an important factor in the Company’s results of operations. The following table sets forth information by category of
noninterest income for the years indicated:
| Years Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands) | 2022 | 2021 | 2020 | |||||||||
| Service charges on deposit account | $ | 14,630 | $ | 13,348 | $ | 13,201 | ||||||
| Card services income | 29,058 | 34,682 | 28,611 | |||||||||
| Retirement plan administration fees | 48,112 | 42,188 | 35,851 | |||||||||
| Wealth management | 33,311 | 33,718 | 29,247 | |||||||||
| Insurance services | 14,696 | 14,083 | 14,757 | |||||||||
| Bank owned life insurance income | 6,044 | 6,217 | 5,743 | |||||||||
| Net securities (losses) gains | (1,131 | ) | 566 | (388 | ) | |||||||
| Other | 10,858 | 12,992 | 19,254 | |||||||||
| Total noninterest income | $ | 155,578 | $ | 157,794 | $ | 146,276 |
Noninterest income for the year ended December 31, 2022 was $155.6 million, down $2.2 million, or 1.4%, from the year ended December 31, 2021. Excluding net securities (losses) gains, noninterest income for the year
ended December 31, 2022 was $156.7 million, down $0.5 million or 0.3%, from the year ended December 31, 2021. The decrease from the prior year was driven by lower card services income from the impact of the Company being subject to the statutory
price cap provisions of the Durbin Amendment of approximately $8 million as well as lower other income drive by lower commercial loan swap fees. The decrease was partly offset by the increase in income from retirement plan administration fees
driven by higher activity-based fees and continued organic growth and higher service charges on deposit accounts as the volume of transactions has normalized to near pre-pandemic levels.
Noninterest Expense
Noninterest expenses are also an important factor in the Company’s results of operations. The following table sets forth the major components of noninterest expense for the years indicated:
| Years Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands) | 2022 | 2021 | 2020 | ||||||||
| Salaries and employee benefits | $ | 187,830 | $ | 172,580 | $ | 161,934 | |||||
| Technology and data services | 35,712 | 34,717 | 32,294 | ||||||||
| Occupancy | 26,282 | 26,048 | 25,756 | ||||||||
| Professional fees and outside services | 16,810 | 16,306 | 15,082 | ||||||||
| Office supplies and postage | 6,140 | 6,006 | 6,138 | ||||||||
| FDIC expenses | 3,197 | 3,041 | 2,688 | ||||||||
| Advertising | 2,822 | 2,521 | 2,288 | ||||||||
| Amortization of intangible assets | 2,263 | 2,808 | 3,395 | ||||||||
| Loan collection and other real estate owned, net | 2,647 | 2,915 | 3,295 | ||||||||
| Merger expenses | 967 | - | - | ||||||||
| Other | 19,795 | 20,339 | 24,863 | ||||||||
| Total noninterest expense | $ | 304,465 | $ | 287,281 | $ | 277,733 |
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Noninterest expense for the year ended December 31, 2022 was $304.5 million, up $17.2 million or 6.0%, from the year ended December 31, 2021. In 2022, the Company incurred merger expenses of $1.0
million related to the pending acquisition of Salisbury. Excluding merger expenses, noninterest expense for the year ended December 31, 2022 was $303.5 million, up $16.2 million or 5.6%, from the year ended December 31, 2021. The increase from
the prior year was driven by higher salaries and employee benefits due to increased salaries and wages including merit pay increases and higher levels of incentive compensation accruals. In addition, the increase in technology and data services
was due to continued investment in digital platform solutions and the increase in professional fees and outside services was due to external services for several tactical and strategic initiatives. Other expenses decreased from the prior year due
to $4.3 million in estimated litigation settlement costs in 2021 related to a settled lawsuit regarding certain of the Company’s deposit products and related disclosures, partly offset by higher travel and training expenditures along with an
increase in the provision for the reserve for unfunded commitments.
Income Taxes
We calculate our current and deferred tax provision based on estimates and assumptions that could differ from the actual results reflected in income tax returns filed during the subsequent year.
Adjustments based on filed returns are recorded when identified, which is generally in the fourth quarter of the subsequent year for U.S. federal and state provisions.
The amount of income taxes the Company pays is subject at times to ongoing audits by U.S. federal and state tax authorities, which may result in proposed assessments. Future results may include
favorable or unfavorable adjustments to the estimated tax liabilities in the period the assessments are proposed or resolved or when statutes of limitations on potential assessments expire. As a result, the Company’s effective tax rate may
fluctuate significantly on a quarterly or annual basis.
On August 16, 2022, H.R. 5376, the Inflation Reduction Act (“IRA”), was signed into law. The IRA, among other things, introduced a corporate alternative minimum tax, excise tax on stock repurchases
and a clean vehicle credit. The Company does not expect the impact to be material and will continue to monitor the impacts of the IRA on the business to determine if any future tax impacts may result from this legislation.
Income tax expense for the year ended December 31, 2022 was $44.2 million, down $0.8 million, or 1.8%, from the year ended December 31, 2021. The effective tax rate was 22.5% in 2022 and 2021.
Risk Management – Credit Risk
Credit risk is managed through a network of loan officers, credit committees, loan policies and oversight from senior credit officers and the Board of Directors. Management follows a policy of
continually identifying, analyzing and grading credit risk inherent in each loan portfolio. An ongoing independent review of individual credits in the commercial loan portfolio is performed by the independent loan review function. These
components of the Company’s underwriting and monitoring functions are critical to the timely identification, classification and resolution of problem credits.
Nonperforming assets consist of nonaccrual loans, loans over 90 days past due and still accruing, restructured loans, other real estate owned (“OREO”) and nonperforming securities. Loans are
generally placed on nonaccrual when principal or interest payments become 90 days past due, unless the loan is well secured and in the process of collection. Loans may also be placed on nonaccrual when circumstances indicate that the borrower may
be unable to meet the contractual principal or interest payments. The threshold for evaluating classified and nonperforming loans specifically evaluated for individual credit loss is $1.0 million. OREO represents property acquired through
foreclosure and is valued at the lower of the carrying amount or fair value, less any estimated disposal costs.
Nonperforming Assets
| As of December 31, | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in thousands) | 2022 | % | 2021 | % | 2020 | % | ||||||||||||||||||
| Nonaccrual loans: | ||||||||||||||||||||||||
| Commercial | $ | 7,664 | 44 | % | $ | 15,942 | 53 | % | $ | 23,557 | 53 | % | ||||||||||||
| Residential | 4,835 | 28 | % | 8,862 | 29 | % | 13,082 | 29 | % | |||||||||||||||
| Consumer | 1,667 | 10 | % | 1,511 | 5 | % | 3,020 | 7 | % | |||||||||||||||
| Troubled debt restructured loans | 3,067 | 18 | % | 3,970 | 13 | % | 4,988 | 11 | % | |||||||||||||||
| Total nonaccrual loans | $ | 17,233 | 100 | % | $ | 30,285 | 100 | % | $ | 44,647 | 100 | % | ||||||||||||
| Loans over 90 days past due and still accruing: | ||||||||||||||||||||||||
| Commercial | $ | 4 | - | $ | - | - | $ | 493 | 16 | % | ||||||||||||||
| Residential | 771 | 20 | % | 808 | 33 | % | 518 | 16 | % | |||||||||||||||
| Consumer | 3,048 | 80 | % | 1,650 | 67 | % | 2,138 | 68 | % | |||||||||||||||
| Total loans over 90 days past due and still accruing | $ | 3,823 | 100 | % | $ | 2,458 | 100 | % | $ | 3,149 | 100 | % | ||||||||||||
| Total nonperforming loans | $ | 21,056 | $ | 32,743 | $ | 47,796 | ||||||||||||||||||
| OREO | 105 | 167 | 1,458 | |||||||||||||||||||||
| Total nonperforming assets | $ | 21,161 | $ | 32,910 | $ | 49,254 | ||||||||||||||||||
| Total nonaccrual loans to total loans | 0.21 | % | 0.40 | % | 0.60 | % | ||||||||||||||||||
| Total nonperforming loans to total loans | 0.26 | % | 0.44 | % | 0.64 | % | ||||||||||||||||||
| Total nonperforming assets to total assets | 0.18 | % | 0.27 | % | 0.45 | % | ||||||||||||||||||
| Total allowance for loan losses to nonperforming loans | 478.72 | % | 280.98 | % | 230.14 | % | ||||||||||||||||||
| Total allowance for loan losses to nonaccrual loans | 584.92 | % | 303.78 | % | 246.38 | % |
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The following tables are related to nonperforming loans in prior periods. Nonperforming loans are summarized by business line which does not align with how the Company currently assesses credit risk
in the estimate for credit losses under CECL.
| As of December 31, | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in thousands) | 2019 | % | 2018 | % | ||||||||||||
| Nonaccrual loans: | ||||||||||||||||
| Commercial | $ | 12,379 | 49 | % | $ | 11,804 | 46 | % | ||||||||
| Residential real estate | 5,233 | 21 | % | 6,526 | 26 | % | ||||||||||
| Consumer | 4,046 | 16 | % | 4,068 | 16 | % | ||||||||||
| Troubled debt restructured loans | 3,516 | 14 | % | 3,089 | 12 | % | ||||||||||
| Total nonaccrual loans | $ | 25,174 | 100 | % | $ | 25,487 | 100 | % | ||||||||
| Loans over 90 days past due and still accruing: | ||||||||||||||||
| Commercial | $ | - | - | $ | 588 | 12 | % | |||||||||
| Residential real estate | 927 | 25 | % | 1,182 | 23 | % | ||||||||||
| Consumer | 2,790 | 75 | % | 3,315 | 65 | % | ||||||||||
| Total loans over 90 days past due and still accruing | $ | 3,717 | 100 | % | $ | 5,085 | 100 | % | ||||||||
| Total nonperforming loans | $ | 28,891 | $ | 30,572 | ||||||||||||
| OREO | 1,458 | 2,441 | ||||||||||||||
| Total nonperforming assets | $ | 30,349 | $ | 33,013 | ||||||||||||
| Total nonaccrual loans to total loans | 0.35 | % | 0.37 | % | ||||||||||||
| Total nonperforming loans to total loans | 0.40 | % | 0.44 | % | ||||||||||||
| Total nonperforming assets to total assets | 0.31 | % | 0.35 | % | ||||||||||||
| Total allowance for loan losses to nonperforming loans | 252.55 | % | 237.16 | % | ||||||||||||
| Total allowance for loan losses to nonaccrual loans | 289.84 | % | 284.48 | % |
Total nonperforming assets were $21.2 million at December 31, 2022, compared to $32.9 million at December 31, 2021. Nonperforming loans at December 31, 2022 were $21.1 million or 0.26% of total loans,
compared with $32.7 million or 0.44% of total loans at December 31, 2021. The decrease in nonperforming loans primarily resulted from a reduction in commercial and residential nonaccrual loans. Total nonaccrual loans were $17.2 million or 0.21% of
total loans at December 31, 2022, compared to $30.3 million or 0.40% of total loans at December 31, 2021. Past due loans as a percentage of total loans was 0.33% at December 31, 2022, up slightly from 0.29% of total loans at December 31, 2021.
The allowance for credit losses was 478.72% of nonperforming loans at December 31, 2022 as compared to 280.98% at December 31, 2021. The allowance for credit losses was 584.92% of nonaccrual loans at
December 31, 2022 as compared to 303.78% at December 31, 2021.
In addition to nonperforming loans discussed above, the Company has also identified approximately $52.0 million in potential problem loans at December 31, 2022 as compared to $74.9 million at
December 31, 2021. Potential problem loans are loans that are currently performing, with a possibility of loss if weaknesses are not corrected. Such loans may need to be disclosed as nonperforming at some time in the future. Potential problem
loans are classified by the Company’s loan rating system as “substandard.” The decrease in potential problem loans from December 31, 2021 is primarily due to the improved economic conditions which resulted in loans coming off deferral and
returning to payment. Higher risk industries include entertainment, restaurants, retail, healthcare and accommodations. As of December 31, 2022, 8.2% of the Company’s outstanding loans were in higher risk industries due to the COVID-19 pandemic.
Management cannot predict the extent to which economic conditions may worsen or other factors, which may impact borrowers and the potential problem loans. Accordingly, there can be no assurance that other loans will not become over 90 days past
due, be placed on nonaccrual, become restructured or require increased allowance coverage and provision for loan losses. To mitigate this risk the Company maintains a diversified loan portfolio, has no significant concentration in any particular
industry and originates loans primarily within its footprint.
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Allowance for Loan Losses
Beginning January 1, 2020, the Company calculated the allowance for credit losses using current expected credit losses methodology. As a result of our January 1, 2020, adoption of CECL and its
related amendments, our methodology for estimating the allowance for credit losses changed significantly from December 31, 2019. The Company recorded a net decrease to retained earnings of $4.3 million as of January 1, 2020 for the cumulative
effect of adopting ASU 2016-13. The transition adjustment included a $3.0 million impact due to the allowance for credit losses on loans, $2.8 million impact due to the allowance for unfunded commitments reserve, and $1.5 million impact to the
deferred tax asset.
Management considers the accounting policy relating to the allowance for credit losses to be a critical estimate given the degree of judgment exercised in evaluating the level of the allowance
required to estimate expected credit losses over the expected contractual life of our loan portfolio and the material effect that such judgments can have on the consolidated results of operations.
The CECL approach requires an estimate of the credit losses expected over the life of a loan (or pool of loans). It replaces the incurred loss approach’s threshold that required recognition of a
credit loss when it was probable a loss event was incurred. The allowance for credit losses is a valuation account that is deducted from, or added to, the loans’ amortized cost basis to present the net, lifetime amount expected to be collected on
the loans. Loan losses are charged off against the allowance when management believes a loan balance is confirmed to be uncollectible. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be
charged-off.
Required additions or reductions to the allowance for credit losses are made periodically by charges or credits to the provision for loan losses. These are necessary to maintain the allowance at a
level which management believes is reasonably reflective of the overall loss expected over the contractual life of the loan portfolio. While management uses available information to recognize losses on loans, additions or reductions to the
allowance may fluctuate from one reporting period to another. These fluctuations are reflective of changes in risk associated with portfolio content and/or changes in management’s assessment of any or all of the determining factors discussed
above. Management considers the allowance for credit losses to be appropriate based on evaluation and analysis of the loan portfolio.
Management estimates the allowance balance for credit losses using relevant available information, from internal and external sources, related to past events, current conditions, and reasonable and
supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. Company historical loss experience was supplemented with peer information when there was insufficient loss data for the
Company. Significant management judgment is required at each point in the measurement process.
The allowance for credit losses is measured on a collective (pool) basis, with both a quantitative and qualitative analysis that is applied on a quarterly basis, when similar risk characteristics
exist. The respective quantitative allowance for each segment is measured using an econometric, discounted probability of default (PD) and loss given default (LGD) modeling methodology in which distinct, segment-specific multi-variate regression
models are applied to multiple, probabilistically weighted external economic forecasts. Under the discounted cash flows methodology, expected credit losses are estimated over the effective life of the loans by measuring the difference between the
net present value of modeled cash flows and amortized cost basis. After quantitative considerations, management applies additional qualitative adjustments so that the allowance for credit loss is reflective of the estimate of lifetime losses that
exist in the loan portfolio at the balance sheet date.
Portfolio segment is defined as the level at which an entity develops and documents a systematic methodology to determine its allowance for credit losses. Upon adoption of CECL, management revised
the manner in which loans were pooled for similar risk characteristics. Management developed segments for estimating loss based on type of borrower and collateral which is generally based upon federal call report segmentation and have been
combined or subsegmented as needed to ensure loans of similar risk profiles are appropriately pooled.
Additional information about our Allowance for Loan Losses is included in Notes 1 and 6 to the consolidated financial statements as well as in the Critical Accounting Estimates section of the
Management Discussion and Analysis. The Company’s management considers the allowance for credit losses to be appropriate based on evaluation and analysis of the loan portfolio.
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Table of Contents
The allowance for credit losses totaled $100.8 million at December 31, 2022, compared to $92.0 million at December 31, 2021. The allowance for credit losses as a percentage of loans was 1.24% at
December 31, 2022, compared to 1.23% at December 31, 2021. The increase in the allowance for credit losses from December 31, 2021 to December 31, 2022 was primarily due to the increase in loan balances, primarily due to the increase in
residential solar loans, during 2022 and the slight deterioration in the economic forecast compared to prior year.
| (Dollars in thousands) | 2022 | 2021 | 2020 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance at January 1* | $ | 92,000 | $ | 110,000 | $ | 75,999 | ||||||
| Loans charged-off | ||||||||||||
| Commercial | 1,870 | 4,638 | 4,005 | |||||||||
| Residential | 633 | 979 | 1,135 | |||||||||
| Consumer** | 16,140 | 14,489 | 21,938 | |||||||||
| Total loans charged-off | $ | 18,643 | $ | 20,106 | $ | 27,078 | ||||||
| Recoveries | ||||||||||||
| Commercial | $ | 2,430 | $ | 723 | $ | 786 | ||||||
| Residential | 852 | 1,069 | 618 | |||||||||
| Consumer** | 7,014 | 8,571 | 8,541 | |||||||||
| Total recoveries | $ | 10,296 | $ | 10,363 | $ | 9,945 | ||||||
| Net loans charged-off | $ | 8,347 | $ | 9,743 | $ | 17,133 | ||||||
| Provision for loan losses | $ | 17,147 | $ | (8,257 | ) | $ | 51,134 | |||||
| Balance at December 31 | $ | 100,800 | $ | 92,000 | $ | 110,000 | ||||||
| Allowance for loan losses to loans outstanding at end of year | 1.24 | % | 1.23 | % | 1.47 | % | ||||||
| Commercial net charge-offs to average loans outstanding | (0.01 | %) | 0.05 | % | 0.04 | % | ||||||
| Residential net charge-offs to average loans outstanding | - | - | 0.01 | % | ||||||||
| Consumer net charge-offs to average loans outstanding | 0.12 | % | 0.08 | % | 0.18 | % | ||||||
| Net charge-offs to average loans outstanding | 0.11 | % | 0.13 | % | 0.23 | % |
| Column 1 | Column 2 |
|---|---|
| * | 2020 includes an adjustment of $3.0 million as a result of our January 1, 2020, adoption of Accounting Standards Codification (“ASC”) 326. |
| Column 1 | Column 2 |
|---|---|
| ** | Consumer charge-off and recoveries include consumer and home equity. |
Prior to the adoption of ASU 2016-13 on January 1, 2020, the Company’s calculated allowance for loan losses used the incurred loss methodology. The following tables related to the allowance for loan
losses in prior periods under the incurred methodology. Charge-off and recoveries are summarized by business line which does not align with how the Company currently assesses credit risk in the estimate for credit losses under CECL.
| (Dollars in thousands) | 2019 | 2018 | ||||||
|---|---|---|---|---|---|---|---|---|
| Balance at January 1 | $ | 72,505 | $ | 69,500 | ||||
| Loans charged-off | ||||||||
| Commercial and agricultural | 3,151 | 3,463 | ||||||
| Residential real estate | 991 | 913 | ||||||
| Consumer | 28,398 | 29,752 | ||||||
| Total loans charged-off | $ | 32,540 | $ | 34,128 | ||||
| Recoveries | ||||||||
| Commercial and agricultural | $ | 534 | $ | 1,178 | ||||
| Residential real estate | 141 | 306 | ||||||
| Consumer | 6,913 | 6,821 | ||||||
| Total recoveries | $ | 7,588 | $ | 8,305 | ||||
| Net loans charged-off | $ | 24,952 | $ | 25,823 | ||||
| Provision for loan losses | $ | 25,412 | $ | 28,828 | ||||
| Balance at December 31 | $ | 72,965 | $ | 72,505 | ||||
| Allowance for loan losses to loans outstanding at end of year | 1.02 | % | 1.05 | % | ||||
| Commercial and agricultural net charge-offs to average loans outstanding | 0.04 | % | 0.03 | % | ||||
| Residential real estate net charge-offs to average loans outstanding | 0.01 | % | 0.01 | % | ||||
| Consumer net charge-offs to average loans outstanding | 0.31 | % | 0.34 | % | ||||
| Net charge-offs to average loans outstanding | 0.36 | % | 0.38 | % |
The provision for loan losses was $17.1 million for the year ended December 31, 2022, compared to a net benefit of $8.3 million for the year ended December 31, 2021. Provision expense increased from
the prior year primarily due to deteriorated economic condition forecast in the current year as compared to significant improvements experienced in the economic condition forecast in the prior year and loan growth experienced during the current
year. Net charge-offs totaled $8.3 million for 2022, down from $9.7 million in 2021. Net charge-offs to average loans was 11 bps for 2022 compared to 13 bps for 2021.
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Allocation of the Allowance for Loan Losses
| December 31, | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | ||||||||||||||||||||||
| (Dollars in thousands) | Allowance | Category Percent of Loans | Allowance | Category Percent of Loans | Allowance | Category Percent of Loans | ||||||||||||||||||
| Commercial | $ | 34,722 | 48 | % | $ | 28,941 | 51 | % | $ | 50,942 | 53 | % | ||||||||||||
| Residential | 15,127 | 26 | % | 18,806 | 27 | % | 21,255 | 26 | % | |||||||||||||||
| Consumer | 50,951 | 26 | % | 44,253 | 22 | % | 37,803 | 21 | % | |||||||||||||||
| Total | $ | 100,800 | 100 | % | $ | 92,000 | 100 | % | $ | 110,000 | 100 | % |
Prior to the adoption of ASU 2016-13 on January 1, 2020, the Company’s calculated allowance for loan losses used the incurred loss methodology. The following table relates to the allowance for loan
losses in prior periods. Category percentage of loans are summarized by business line which does not align with how the Company currently assesses credit risk in the estimate for credit losses under CECL.
| December 31, | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2019 | 2018 | |||||||||||||||
| (Dollars in thousands) | Allowance | Category Percent of Loans | Allowance | Category Percent of Loans | ||||||||||||
| Commercial and agricultural | $ | 34,525 | 48 | % | $ | 32,759 | 47 | % | ||||||||
| Residential real estate | 2,793 | 20 | % | 2,568 | 20 | % | ||||||||||
| Consumer | 35,647 | 32 | % | 37,178 | 33 | % | ||||||||||
| Total | $ | 72,965 | 100 | % | $ | 72,505 | 100 | % |
Allowance for Credit Losses on Off-Balance Sheet Credit Exposures
The Company estimates expected credit losses over the contractual period in which the Company has exposure to credit risk via a contractual obligation to extend credit, unless that obligation is
unconditionally cancellable by the Company. The allowance for losses on off-balance sheet credit exposures is adjusted as an expense in other noninterest expense. The estimate includes consideration of the likelihood that funding will occur and
an estimate of expected credit losses on commitments expected to be funded over their estimated lives. As of December 31, 2022 and 2021, the allowance for losses on unfunded commitments totaled $5.1 million. Prior to January 1, 2020, the Company
calculated the allowance for losses on unfunded commitments using the incurred loss methodology.
Liquidity Risk
Liquidity risk arises from the possibility that the Company may not be able to satisfy current or future financial commitments or may become unduly reliant on alternate funding sources. The
objective of liquidity management is to ensure the Company can fund balance sheet growth, meet the cash flow requirements of depositors wanting to withdraw funds or borrowers needing assurance that sufficient funds will be available to meet their
credit needs. Management’s Asset Liability Committee (“ALCO”) is responsible for liquidity management and has developed guidelines, which cover all assets and liabilities, as well as off-balance sheet items that are potential sources or uses of
liquidity. Liquidity policies must also provide the flexibility to implement appropriate strategies, along with regular monitoring of liquidity and testing of the contingent liquidity plan. Requirements change as loans grow, deposits and
securities mature and payments on borrowings are made. Liquidity management includes a focus on interest rate sensitivity management with a goal of avoiding widely fluctuating net interest margins through periods of changing economic conditions.
Loan repayments and maturing investment securities are a relatively predictable source of funds. However, deposit flows, calls of investment securities and prepayments of loans and mortgage-related securities are strongly influenced by interest
rates, the housing market, general and local economic conditions, and competition in the marketplace. Management continually monitors marketplace trends to identify patterns that might improve the predictability of the timing of deposit flows or
asset prepayments.
The primary liquidity measurement the Company utilizes is called “Basic Surplus,” which captures the adequacy of its access to reliable sources of cash relative to the stability of its funding mix
of average liabilities. This approach recognizes the importance of balancing levels of cash flow liquidity from short and long-term securities with the availability of dependable borrowing sources, which can be accessed when necessary. At
December 31, 2022, the Company’s Basic Surplus measurement was 13.2% of total assets, or $1.55 billion, as compared to the December 31, 2021 Basic Surplus of 28.5%, or $3.43 billion, and was above the Company’s minimum of 5% (calculated at $587.0
million and $600.6 million, of period end total assets as of December 31, 2022 and December 31, 2021, respectively) set forth in its liquidity policies.
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At December 31, 2022 and 2021, FHLB advances outstanding totaled $443.8 million and $14.0 million, respectively. At December 31, 2022 and 2021, the Bank had $8.0 million and $81.0 million,
respectively, of collateral encumbered by municipal letters of credit. The Bank is a member of the FHLB system and had additional borrowing capacity from the FHLB of approximately $1.17 billion at December 31, 2022 and $1.67 billion at December
31, 2021. In addition, unpledged securities could have been used to increase borrowing capacity at the FHLB by an additional $898.1 million and $999.1 million at December 31, 2022 and 2021, respectively, or used to collateralize other borrowings,
such as repurchase agreements. The Company also has the ability to issue brokered time deposits and to borrow against established borrowing facilities with other banks (federal funds), which could provide additional liquidity of $1.92 billion at
December 31, 2022 and $2.03 billion at December 31, 2021. In addition, the Bank has a “Borrower-in-Custody” program with the FRB with the addition of the ability to pledge automobile loans as collateral. At December 31, 2022 and 2021, the Bank
had the capacity to borrow $622.7 million and $580.8 million, respectively, from this program. The Company’s internal policies authorize borrowing up to 25% of assets. Under this policy, remaining available borrowing capacity totaled $2.41
billion at December 31, 2022 and $2.89 billion at December 31, 2021.
This Basic Surplus approach enables the Company to appropriately manage liquidity from both operational and contingency perspectives. By tempering the need for cash flow liquidity with reliable
borrowing facilities, the Company is able to operate with a more fully invested and, therefore, higher interest income generating securities portfolio. The makeup and term structure of the securities portfolio is, in part, impacted by the overall
interest rate sensitivity of the balance sheet. Investment decisions and deposit pricing strategies are impacted by the liquidity position. The Company considers its Basic Surplus position to be strong. However, certain events may adversely
impact the Company’s liquidity position in 2023. Higher interest rates could result in deposit declines as depositors have alternative opportunities for yield on their excess funds. In the current economic environment, draws against lines of
credit could drive asset growth higher. Disruptions in wholesale funding markets could spark increased competition for deposits. These scenarios could lead to a decrease in the Company’s Basic Surplus measure below the minimum policy level of 5%.
Significant monetary and fiscal policy actions taken by the federal government during the COVID-19 pandemic have helped to mitigate these risks. Enhanced liquidity monitoring was put in place to quickly respond to the changing environment during
the COVID-19 pandemic including increasing the frequency of monitoring and adding additional sources of liquidity.
At December 31, 2022, a portion of the Company’s loans and securities were pledged as collateral on borrowings. Therefore, once on-balance-sheet liquidity is depleted, future growth of earning
assets will depend upon the Company’s ability to obtain additional funding, through growth of core deposits and collateral management and may require further use of brokered time deposits or other higher cost borrowing arrangements.
Net cash flows provided by operating activities totaled $183.2 million and $159.2 million in 2022 and 2021, respectively. The critical elements of net operating cash flows include net income,
adjusted for non-cash income and expense items such as the provision for loan losses, deferred income tax expense, depreciation and amortization and cash flows generated through changes in other assets and liabilities.
Net cash flows used in investing activities totaled $926.2 million and $547.6 million in 2022 and 2021, respectively. Critical elements of investing activities are loan and investment securities
transactions.
Net cash flows used in financing activities totaled $328.7 million in 2022 and net cash flows provided by financing activities totaled $984.8 million in 2021. The critical elements of financing
activities are proceeds from deposits, borrowings and stock issuance. In addition, financing activities are impacted by dividends and treasury stock transactions.
Commitments to Extend Credit
The Company makes contractual commitments to extend credit, which include unused lines of credit, which are subject to the Company’s credit approval and monitoring procedures. At December 31, 2022
and 2021, commitments to extend credit in the form of loans, including unused lines of credit, amounted to $2.42 billion and $2.30 billion, respectively. In the opinion of management, there are no material commitments to extend credit, including
unused lines of credit that represent unusual risks. All commitments to extend credit in the form of loans, including unused lines of credit, expire within one year.
Standby Letters of Credit
The Company does not issue any guarantees that would require liability-recognition or disclosure, other than its standby letters of credit. The Company guarantees the obligations or performance of
customers by issuing standby letters of credit to third-parties. These standby letters of credit are generally issued in support of third-party debt, such as corporate debt issuances, industrial revenue bonds and municipal securities. The risk
involved in issuing standby letters of credit is essentially the same as the credit risk involved in extending loan facilities to customers and letters of credit are subject to the same credit origination, portfolio maintenance and management
procedures in effect to monitor other credit and off-balance sheet products. Typically, these instruments have one year expirations with an option to renew upon annual review; therefore, the total amounts do not necessarily represent future cash
requirements. At December 31, 2022 and 2021, outstanding standby letters of credit were approximately $53.3 million and $55.1 million, respectively. The fair value of the Company’s standby letters of credit at December 31, 2022 and 2021 was not
significant.
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The following table sets forth the commitment expiration period for standby letters of credit at:
| (In thousands) | December 31, 2022 | ||
|---|---|---|---|
| Within one year | $ | 47,744 | |
| After one but within three years | 4,498 | ||
| After three but within five years | 901 | ||
| After five years | 164 | ||
| Total | $ | 53,307 |
Interest Rate Swaps
The Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company
has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the
exposure to changes in the fair value of an asset, liability or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to
variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the
recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter
into derivative contracts that are intended to economically hedge certain of its risks, even though hedge accounting does not apply or the Company elects not to apply hedge accounting.
For derivatives designated as fair value hedges, changes in the fair value of the derivative and the hedged item related to the hedged risk are recognized in earnings. For derivatives designated and
that qualify as cash flow hedges, changes in fair value of the cash flow hedges are reported in AOCI. When the cash flows associated with the hedged item are realized, the gain or loss included in AOCI is subsequently reclassified and recognized in
the consolidated statements of income.
When the Company purchases or sells a portion of a commercial loan that has an existing interest rate swap, it may enter into a risk participation agreement to provide credit protection to the
financial institution that originated the swap transaction should the borrower fail to perform on its obligation. The Company enters into both risk participation agreements in which it purchases credit protection from other financial institutions
and those in which it provides credit protection to other financial institutions. Any fee paid to the Company under a risk participation agreement is in consideration of the credit risk of the counterparties and is recognized in the income
statement. Credit risk on the risk participation agreements is determined after considering the risk rating, probability of default and loss given default of the counterparties.
Loans Serviced for Others and Loans Sold with Recourse
The total amount of loans serviced by the Company for unrelated third parties was approximately $576.0 million and $575.9 million at December 31, 2022 and 2021, respectively. At December 31, 2022
and 2021, the Company had approximately $0.6 million and $1.0 million, respectively, of mortgage servicing rights. In addition, as of December 31, 2022 and 2021, the Company serviced Springstone consumer loans of $6.2 million and $11.4 million,
respectively. At December 31, 2022 and 2021, the Company serviced $31.0 million and $25.6 million, respectively, of agricultural loans sold with recourse. Due to sufficient collateral on these loans and government guarantees, no reserve is
considered necessary at December 31, 2022 and 2021.
Capital Resources
Consistent with its goal to operate a sound and profitable financial institution, the Company actively seeks to maintain a “well-capitalized” institution in accordance with regulatory standards. The
principal source of capital to the Company is earnings retention. The Company’s capital measurements are in excess of both regulatory minimum guidelines and meet the requirements to be considered well-capitalized.
The Company’s primary source of funds to pay interest on trust preferred debentures and pay cash dividends to its stockholders are dividends from its subsidiaries. Various laws and regulations
restrict the ability of banks to pay dividends to their stockholders. Generally, the payment of dividends by the Company in the future as well as the payment of interest on the capital securities will require the generation of sufficient future
earnings by its subsidiaries.
The Bank also is subject to substantial regulatory restrictions on its ability to pay dividends to the Company. Under Office of the Comptroller of the Currency (“OCC”) regulations, the Bank may not
pay a dividend, without prior OCC approval, if the total amount of all dividends declared during the calendar year, including the proposed dividend, exceeds the sum of its retained net income to date during the calendar year and its retained net
income over the preceding two years. At December 31, 2022 and 2021, approximately $145.3 million and $164.6 million, respectively, of the total stockholders’ equity of the Bank was available for payment of dividends to the Company without
approval by the OCC. The Bank’s ability to pay dividends also is subject to the Bank being in compliance with regulatory capital requirements. The Bank is currently in compliance with these requirements. Under the State of Delaware General
Corporation Law, the Company may declare and pay dividends either out of accumulated net retained earnings or capital surplus.
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Stock Repurchase Plan
The Company purchased 400,000 shares of its common stock during the year ended December 31, 2022 at an average price of $36.78 per share under its previously announced share repurchase program. As
of December 31, 2022, there were 1,600,000 shares available for repurchase under this plan authorized on December 20, 2021 and set to expire on December 31, 2023.
Recent Accounting Updates
See Note 2 to the consolidated financial statements for a detailed discussion of new accounting pronouncements.
2021 OPERATING RESULTS AS COMPARED TO 2020 OPERATING RESULTS
For similar operating and financial data and discussion of our results for the year ended December 31, 2021 compared to our results for the year ended December 31, 2020, refer to
Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under Part II of our annual report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on March 1, 2022 and is incorporated
herein by reference.
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FY 2021 10-K MD&A
SEC filing source: 0001140361-22-007333.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion is an analysis of the Company’s results of operations for the fiscal years ended
December 31, 2021, 2020, and 2019, and financial condition as of December 31, 2021 and 2020. This discussion and analysis should be read in conjunction with our consolidated financial statements and related notes.
Forward-Looking Statements
Certain statements in this filing and future filings by the NBT Bancorp Inc. (the “Company”) with the
Securities and Exchange Commission (“SEC”), in the Company’s press releases or other public or stockholder communications or in oral statements made with the approval of an authorized executive officer, contain forward-looking statements, as
defined in the Private Securities Litigation Reform Act. These statements may be identified by the use of phrases such as “anticipate,” “believe,” “expect,” “forecasts,” “projects,” “will,” “can,” “would,” “should,” “could,” “may,” or other
similar terms. There are a number of factors, many of which are beyond the Company’s control that could cause actual results to differ materially from those contemplated by the forward-looking statements. Factors that may cause actual results
to differ materially from those contemplated by such forward-looking statements include, among others, the following possibilities: (1) local, regional, national and international economic conditions and the impact they may have on the Company
and its customers and the Company’s assessment of that impact; (2) changes in the level of nonperforming assets and charge-offs; (3) changes in estimates of future reserve requirements based upon the periodic review thereof under relevant
regulatory and accounting requirements; (4) the effects of and changes in trade and monetary and fiscal policies and laws, including the interest rate policies of the Federal Reserve Board (“FRB”); (5) inflation, interest rate, securities
market and monetary fluctuations; (6) political instability; (7) acts of war or terrorism; (8) the timely development and acceptance of new products and services and perceived overall value of these products and services by users; (9) changes
in consumer spending, borrowings and savings habits; (10) changes in the financial performance and/or condition of the Company’s borrowers; (11) technological changes; (12) acquisitions and integration of acquired businesses; (13) the ability
to increase market share and control expenses; (14) changes in the competitive environment among financial holding companies; (15) the effect of changes in laws and regulations (including laws and regulations concerning taxes, banking,
securities and insurance) with which the Company and its subsidiaries must comply, including those under the Dodd-Frank Act, Economic Growth, Regulatory Relief, Consumer Protection Act of 2018, Coronavirus Aid, Relief and Economic Security Act
(“CARES Act”), and other legislative and regulatory responses to the coronavirus (“COVID-19”) pandemic; (16) the effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Public Company
Accounting Oversight Board, the Financial Accounting Standards Board (“FASB”) and other accounting standard setters; (17) changes in the Company’s organization, compensation and benefit plans; (18) the costs and effects of legal and regulatory
developments including the resolution of legal proceedings or regulatory or other governmental inquiries and the results of regulatory examinations or reviews; (19) greater than expected costs or difficulties related to the integration of new
products and lines of business; (20) the adverse impact on the U.S. economy, including the markets in which we operate, of the COVID-19 global pandemic; and (21) the Company’s success at managing the risks involved in the foregoing items. A
discussion of these and other risks and uncertainties that could cause actual results and events to differ materially from such forward looking statements is included in “Risk Factors” and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” within this Annual Report on Form 10-K.
Currently, one of the most significant factors that could cause actual outcomes to differ materially from the
Company’s forward-looking statements is the potential adverse effect of the current COVID-19 pandemic on the financial condition, results of operations, cash flows and performance of the Company, its customers and the global economy and
financial markets. The extent to which the COVID-19 pandemic impacts the Company will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic,
treatment developments, public adoption rates of COVID-19 vaccines, including booster shots, and their effectiveness against emerging variants of COVID-19, including the Delta and Omicron variants, the impact of the COVID-19 pandemic on the
Company’s customers and demand for financial services, the actions governments, businesses and individuals take in response to the pandemic, the impact of the COVID-19 pandemic and actions taken in response to the pandemic on global and
regional economies, national and local economic activity, and the pace of recovery when the COVID-19 pandemic subsides, among others. Moreover, investors are cautioned to interpret many of the risks identified under the section entitled “Risk
Factors” in this Form 10-K as being heightened as a result of the ongoing and numerous adverse impacts of the COVID-19 pandemic.
The Company cautions readers not to place undue reliance on any forward-looking statements, which speak only
as of the date made, and advises readers that various factors, including, but not limited to, those described above and other factors discussed in the Company’s annual and quarterly reports previously filed with the SEC, could affect the
Company’s financial performance and could cause the Company’s actual results or circumstances for future periods to differ materially from those anticipated or projected.
Unless required by law, the Company does not undertake, and specifically disclaims any obligations to,
publicly release any revisions that may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.
General
NBT Bancorp Inc. is a financial holding company headquartered in Norwich, New York, with total assets of
$12.0 billion at December 31, 2021. The Company’s business, primarily conducted through the Bank and its full-service retirement plan administration and recordkeeping subsidiary and full-service insurance agency subsidiary, consists of
providing commercial banking, retail banking, wealth management and other financial services primarily to customers in its market area, which includes central and upstate New York, northeastern Pennsylvania, New Hampshire, Massachusetts,
Vermont, Maine and Connecticut. The Company’s business philosophy is to operate as a community bank with local decision-making, providing a broad array of banking and financial services to individual, commercial and municipal customers. The
financial review that follows focuses on the factors affecting the consolidated financial condition and results of operations of the Company and its wholly-owned subsidiaries, the Bank, NBT Financial and NBT Holdings during 2021 and, in summary
form, the preceding two years. Collectively, the registrant and its subsidiaries are referred to herein as “the Company.” Net interest margin is presented in this discussion on a fully taxable equivalent (“FTE”) basis. Average balances
discussed are daily averages unless otherwise described. The audited consolidated financial statements and related notes as of December 31, 2021 and 2020 and for each of the years in the three-year period ended December 31, 2021 should be read
in conjunction with this review.
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Critical Accounting Policies
The Company has identified policies as being critical because they require management to make particularly
difficult, subjective and/or complex judgments about matters that are inherently uncertain. The judgment and assumptions made are based upon historical experience or other factors that management believes to be reasonable under the
circumstances. Because of the nature of the judgment and assumptions, actual results could differ from estimates, which could have a material effect on our financial condition and results of operations. These policies relate to the allowance
for credit losses, pension accounting and provision for income taxes.
The allowance for credit losses consists of the allowance for credit losses and the allowance for losses on
unfunded commitments. As a result of the Company’s January 1, 2020, adoption of Accounting Standards Updates (“ASU”) 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on
Financial Instruments (“CECL”) and its related amendments, our methodology for estimating the reserve for credit losses changed significantly from December 31, 2019. The standard replaced the “incurred loss” approach with an “expected
loss” approach known as current expected credit loss. The CECL approach requires an estimate of the credit losses expected over the life of an exposure (or pool of exposures). It removes the incurred loss approach’s threshold that delayed the
recognition of a credit loss until it was “probable” a loss event was “incurred.” The estimate of expected credit losses under the CECL approach is based on relevant information about past events, current conditions, and reasonable and
supportable forecasts that affect the collectability of the reported amounts. Historical loss experience is generally the starting point for estimating expected credit losses. The Company then considers whether the historical loss experience
should be adjusted for asset-specific risk characteristics or current conditions at the reporting date that did not exist over the period from which historical experience was used. Finally, the Company considers forecasts about future economic
conditions that are reasonable and supportable. The allowance for credit losses for loans, as reported in our consolidated statements of financial condition, is adjusted by an expense for credit losses, which is recognized in earnings, and
reduced by the charge-off of loan amounts, net of recoveries. The allowance for losses on unfunded commitments represents the expected credit losses on off-balance sheet commitments such as unfunded commitments to extend credit and standby
letters of credit. However, a liability is not recognized for commitments unconditionally cancellable by the Company. The allowance for losses on unfunded commitments is determined by estimating future draws and applying the expected loss rates
on those draws.
Management of the Company considers the accounting policy relating to the allowance for credit losses to be a
critical accounting policy given the uncertainty in evaluating the level of the allowance required to cover management’s estimate of all expected credit losses over the expected contractual life of our loan portfolio. Determining the
appropriateness of the allowance is complex and requires 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 for credit losses in those future periods. While management’s current evaluation of the allowance for credit losses indicates that the allowance is appropriate, the allowance may need to be
increased under adversely different conditions or assumptions. Going forward, the impact of utilizing the CECL approach to calculate the reserve for credit losses will be significantly influenced by the composition, characteristics and quality
of our loan portfolio, as well as the prevailing economic conditions and forecasts utilized. Material changes to these and other relevant factors may result in greater volatility to the reserve for credit losses, and therefore, greater
volatility to our reported earnings.
Management is required to make various assumptions in valuing the Company’s pension assets and liabilities.
These assumptions include the expected rate of return on plan assets, the discount rate, the rate of increase in future compensation levels and interest rate of credit for cash balance plans. Changes to these assumptions could impact earnings
in future periods. The Company takes into account the plan asset mix, funding obligations and expert opinions in determining the various rates used to estimate pension expense. The Company also considers market interest rates and discounted
cash flows in setting the appropriate discount rate. In addition, the Company reviews expected inflationary and merit increases to compensation in determining the rate of increase in future compensation levels.
The Company is subject to examinations from various taxing authorities. These tax laws are complex and
subject to different interpretations by the taxpayer and the relevant government taxing authorities. In establishing a provision for income tax expense, we must make judgments and interpretations about the application of these inherently
complex tax laws. Quarterly, a review of income tax expense and the carrying value of deferred tax assets and liabilities is performed and balances are adjusted as appropriate. In establishing a provision for income tax expense, we must make
judgments and interpretations about the application of these inherently complex tax laws. We must also make estimates about when in the future certain items will affect taxable income in the various tax jurisdictions. Although management
believes that the assumptions and judgments used to record tax-related assets or liabilities have been reasonable and appropriate, actual results could differ and we may be exposed to losses or gains that could be material. Should tax laws
change or the taxing authorities during their examinations determine that management’s assumptions differ from management’s and we do not prevail in a dispute over interpretations of tax laws, an adjustment may be required which could have a
material effect on the Company’s results of operations.
The Company’s policies on the CECL method for allowance for credit losses, pension accounting and provision
for income taxes are disclosed in Note 1 to the consolidated financial statements of this Form 10-K. All accounting policies are important and as such, the Company encourages the reader to review each of the policies included in Note 1 to the
consolidated financial statements to obtain a better understanding of how the Company’s financial performance is reported. Refer to Note 2 to the consolidated financial statements for recently adopted accounting standards.
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Non-GAAP Measures
This Annual Report on Form 10-K contains financial information determined by methods other than in accordance
with accounting principles generally accepted in the United States of America (“GAAP”). Where non-GAAP disclosures are used in this Annual Report on Form 10-K, the comparable GAAP measure, as well as a reconciliation to the comparable GAAP
measure, is provided in the accompanying tables. Management believes that these non-GAAP measures provide useful information that is important to an understanding of the results of the Company’s core business as well as provide information
standard in the financial institution industry. Non-GAAP measures should not be considered a substitute for financial measures determined in accordance with GAAP and investors should consider the Company’s performance and financial condition as
reported under GAAP and all other relevant information when assessing the performance or financial condition of the Company.
Overview
Significant factors management reviews to evaluate the Company’s operating results and financial condition
include, but are not limited to: net income and earnings per share, return on average assets and equity, net interest margin, noninterest income, operating expenses, asset quality indicators, loan and deposit growth, capital management,
liquidity and interest rate sensitivity, enhancements to customer products and services, technology advancements, market share and peer comparisons. The Company’s results in 2021 and 2020 have been impacted by the COVID-19 pandemic and the CECL
accounting methodology, including the estimated impact of the COVID-19 pandemic on expected credit losses. The following information should be considered in connection with the Company’s results for the fiscal year ended December 31, 2021:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | net income of $154.9 million, or $3.54 diluted earnings per share; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | noninterest income of $157.8 million, up 8% from 2020; represents 33% of total revenues; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | loan growth for the year ended December 31, 2021 of 5% excluding Paycheck Protection Program (“PPP”) loans; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | strong credit quality metrics including charge-offs of 0.13% (0.14% excluding PPP loans) and allowance for loan losses to total loans at 1.23% (1.24% excluding PPP loans and related allowance); |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | book value per share of $28.97 at December 31, 2021; tangible book value per share grew 8% from prior year to $22.26(1) at December 31, 2021. |
| Column 1 | Column 2 |
|---|---|
| (1) | Non-GAAP measure - Refer to non-GAAP reconciliation below. |
COVID-19 Pandemic and Company Response
The COVID-19 pandemic and countermeasures taken to contain its spread have caused economic and financial
disruptions globally. The impact of the COVID-19 pandemic on the Company’s results of operations and the ultimate effect of the pandemic will depend on numerous factors that are highly uncertain, including how long restrictions for business
and individuals will last, further information around the severity of the virus and any variants, additional actions taken by federal, state and local governments to contain and treat COVID-19 and what, if any, additional government relief
will be provided. The expected impact of the pandemic on the Company’s business, financial condition, results of operations, and its customers has not fully manifested. The fiscal stimulus and relief programs appear to have delayed or
mitigated any materially adverse financial impact to the Company. Once these stimulus programs have been exhausted, the Company’s credit metrics are expected to worsen and loan losses could ultimately materialize. Any potential loan losses
will be contingent upon the resurgence of the virus, including any new strains, offset by the potency of the vaccine along with its extensive distribution, and the ability for customers and businesses to return to their pre-pandemic routines.
However, economic uncertainty remains high and volatility is expected to continue in 2022.
In March 2020, the Company formed an Executive Task Force and engaged its established Incident Response
Team under its Business Continuity Plan to execute a comprehensive pandemic response plan. The Company has taken significant steps to address the needs of its customers impacted by COVID-19. The Company provided payment relief for all its
customers for 180 days or less, waiving associated late fees while not reporting these payment deferrals as late payments to the credit bureaus for all its consumer customers who were current prior to this event. The Company also offered
longer payment deferral options on a limited, case by case basis to address certain customers’ hardships related to the pandemic where it was able to gather information on the ongoing viability of the borrower’s long-term ability to return to
full payment. The Company continues to responsibly lend to qualified consumer and commercial customers, has designed special lending programs and continues to participate in government sponsored relief programs to respond to customers’ needs
during the pandemic. The Company believes its historically strong underwriting practices, diverse and granular portfolios and geographic footprint will help to mitigate any adverse impact to the Company.
The Company has participated in the Small Business Administration’s (“SBA”) PPP, a loan guarantee program
created under the CARES Act targeted to provide small businesses with support to cover payroll and certain other expenses. Loans made under the PPP are fully guaranteed by the SBA, whose guarantee is backed by the full faith and credit of the
United States government. PPP covered loans also afford borrowers forgiveness up to the principal amount of the PPP covered loan, plus accrued interest, if the loan proceeds are used to retain workers and maintain payroll or to make certain
mortgage interest, lease and utility payments, and certain other criteria are satisfied. The SBA will reimburse PPP lenders for any amount of a PPP covered loan that is forgiven, and PPP lenders will not be held liable for any representations
made by PPP borrowers in connection with their requests for loan forgiveness. Lenders receive pre-determined fees for processing and servicing PPP loans. In addition, PPP loans are risk-weighted at zero percent under the generally-applicable
Standardized Approach used to calculate risk-weighted assets for regulatory capital purposes.
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On December 27, 2020, the President signed into law the Consolidated Appropriation Act (“CAA”). The CAA,
among other things, extended the life of the PPP, effectively creating a second round of PPP loans for eligible businesses. The Company participated in the CAA’s second round of PPP lending. The Company processed approximately 3,100 loans
totaling $287 million in relief during 2021 as compared to 3,000 loans totaling over $548 million in 2020. The Company is supporting the forgiveness process under the PPP with online resources, educational webinars and a partnership with a
certified public accounting firm. During 2021, the Company has received payment from the SBA on 4,505 loans totaling $632.4 million as compared to 214 loans totaling $72.7 million in 2020.
The Company established a committee to ensure employee and customer safety and nimble response across
geographic and functional areas. The teams that make up this committee are focused on employee well-being, alternate work plans, physical workspace, working with customers and vendors, and policies, training and communication. The Committee
monitors the pandemic and the latest guidance at the local, state and national level. Health and safety protocols are in place to protect branch and onsite workers and are adjusted based on current information. Remote team members have
transitioned to hybrid work schedules. The Company has also offered additional benefits for health, childcare/eldercare needs and well-being to employees. New mobile, online, business banking and mortgage banking platforms were launched in
2020, and a new commercial banking platform was launched in 2021.
Results of Operations
The Company reported net income of $154.9 million for 2021, up 48.4% from net income of $104.4 million for
2020. Net interest income was $321.1 million for the year ended December 31, 2021, up $5.4 million, or 1.7%, from 2020. Average interest-earning assets were up $1.1 billion, or 11.1%, for the year ended December 31, 2021, as compared to 2020.
The provision for loan losses was a net benefit of $8.3 million for the year ended December 31, 2021, as compared with a net expense of $51.1 million for the year ended December 31, 2020. Significant non-recurring transactions occurring in
2021 included a $4.3 million estimated litigation settlement cost related to a pending lawsuit regarding certain of the Company’s deposit products and related disclosures. Significant non-recurring transactions occurring in 2020 included a
$4.8 million expense related to branch optimization.
The following table sets forth certain financial highlights:
| Years Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2019 | ||||||||||
| Performance: | ||||||||||||
| Diluted earnings per share | $ | 3.54 | $ | 2.37 | $ | 2.74 | ||||||
| Return on average assets | 1.33 | % | 0.99 | % | 1.26 | % | ||||||
| Return on average equity | 12.71 | % | 9.09 | % | 11.32 | % | ||||||
| Return on average tangible common equity | 16.92 | % | 12.48 | % | 15.85 | % | ||||||
| Net interest margin (FTE) | 3.03 | % | 3.31 | % | 3.58 | % | ||||||
| Capital: | ||||||||||||
| Equity to assets | 10.41 | % | 10.86 | % | 11.53 | % | ||||||
| Tangible equity ratio | 8.20 | % | 8.41 | % | 8.84 | % | ||||||
| Book value per share | $ | 28.97 | $ | 27.22 | $ | 25.58 | ||||||
| Tangible book value per share | $ | 22.26 | $ | 20.52 | $ | 19.03 | ||||||
| Leverage ratio | 9.41 | % | 9.56 | % | 10.33 | % | ||||||
| Common equity tier 1 capital ratio | 12.25 | % | 11.84 | % | 11.29 | % | ||||||
| Tier 1 capital ratio | 13.43 | % | 13.09 | % | 12.56 | % | ||||||
| Total risk-based capital ratio | 15.73 | % | 15.62 | % | 13.56 | % |
The following tables provide non-GAAP reconciliations:
| Years Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands) | 2021 | 2020 | 2019 | |||||||||
| Net income | $ | 154,885 | $ | 104,388 | $ | 121,021 | ||||||
| Amortization of intangible assets (net of tax) | 2,106 | 2,546 | 2,684 | |||||||||
| Net income, excluding intangible amortization | $ | 156,991 | $ | 106,934 | $ | 123,705 | ||||||
| Average stockholders’ equity | $ | 1,218,449 | $ | 1,148,475 | $ | 1,068,948 | ||||||
| Less: average goodwill and other intangibles | 290,838 | 291,787 | 288,539 | |||||||||
| Average tangible common equity | $ | 927,611 | $ | 856,688 | $ | 780,409 | ||||||
| Return on average tangible common equity | 16.92 | % | 12.48 | % | 15.85 | % |
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| Years Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands) | 2021 | 2020 | 2019 | |||||||||
| Stockholder’s equity | $ | 1,250,453 | $ | 1,187,618 | $ | 1,120,397 | ||||||
| Intangibles | 289,468 | 292,276 | 286,789 | |||||||||
| Assets | $ | 12,012,111 | $ | 10,932,906 | $ | 9,715,925 | ||||||
| Tangible equity | 8.20 | % | 8.41 | % | 8.84 | % |
| Years Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands, except share and per share data) | 2021 | 2020 | 2019 | ||||||||
| Stockholder’s equity | $ | 1,250,453 | $ | 1,187,618 | $ | 1,120,397 | |||||
| Intangibles | 289,468 | 292,276 | 286,789 | ||||||||
| Tangible equity | $ | 960,985 | $ | 895,342 | $ | 833,608 | |||||
| Diluted common shares outstanding | 43,168 | 43,629 | 43,797 | ||||||||
| Tangible book value | $ | 22.26 | $ | 20.52 | $ | 19.03 |
2022 Outlook
The Company’s 2021 earnings reflected the Company’s continued ability to operate and manage through the
volatile economic conditions and challenges in the economy, while investing in the Company’s future. Throughout 2021, the Company, along with other financial services companies, experienced continued material disruptions from the COVID-19
pandemic and the subsequent rapid downward shift in the yield curve, which remained relatively flat for the majority of the year. However, the Company continues to see signs of recovery in the United States as the economy is poised for
continued above average growth in 2022, with consensus estimates for GDP growth approximately 4%. The combination of strong consumer demand, strong consumer and corporate balance sheets, a continuing reopening of the economy and historically
low interest rates provide fuel for growth. Significant items that may have an impact on 2022 results include:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Historic levels of excess liquidity: |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ο | loan growth may be muted as borrowers are able to utilize excess liquidity to payoff existing debt and/or fund future expenditures; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ο | excess liquidity has proven to be longer lived than initially anticipated. While this creates a headwind to current day net interest margin, it should allow for slower repricing of deposit rates and NIM expansion if short term interest rates rise. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Inflationary pressures that have manifested themselves in the economy have proven to be persistent: |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ο | this spike to inflation has had a significant impact on current and expected Federal Reserve Monetary Policy; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ο | the tightening of monetary policy through measures to raise interest rates are expected to have a beneficial impact to the Company as long as it does not produce a slowing of the economy. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The Company’s continued focus on long-term strategies including growth in the New England markets, diversification of revenue, improving operating efficiencies and investing in technology. |
The Company’s 2022 outlook is subject to factors in addition to those identified above and those risks and uncertainties that could impact the
Company’s future results are explained in ITEM 1A. RISK FACTORS.
Asset/Liability Management
The Company attempts to maximize net interest income and net income, while actively managing its liquidity
and interest rate sensitivity through the mix of various core deposit products and other sources of funds, which in turn fund an appropriate mix of earning assets. The changes in the Company’s asset mix and sources of funds, and the resulting
impact on net interest income, on a FTE basis, are discussed below. The following table includes the condensed consolidated average balance sheet, an analysis of interest income/expense and average yield/rate for each major category of
earning assets and interest-bearing liabilities on a taxable equivalent basis. Interest income for tax-exempt securities and loans has been adjusted to a taxable-equivalent basis using the statutory Federal income tax rate of 21% for 2021,
2020 and 2019.
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Average Balances and Net Interest Income
| 2021 | 2020 | 2019 | ||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in thousands) | Average Balance | Interest | Yield/ Rate | Average Balance | Interest | Yield/ Rate | Average Balance | Interest | Yield/ Rate | |||||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||||||||||
| Short-term interest-bearing accounts | $ | 932,086 | $ | 1,229 | 0.13 | % | $ | 372,144 | $ | 610 | 0.16 | % | $ | 36,174 | $ | 773 | 2.14 | % | ||||||||||||||||
| Securities taxable (1) | 1,910,641 | 31,962 | 1.67 | % | 1,531,237 | 33,653 | 2.20 | % | 1,475,352 | 37,382 | 2.53 | % | ||||||||||||||||||||||
| Securities tax-exempt (1)(3) | 220,759 | 4,929 | 2.23 | % | 173,031 | 5,144 | 2.97 | % | 211,909 | 6,362 | 3.00 | % | ||||||||||||||||||||||
| Federal Reserve Bank and FHLB stock | 25,255 | 616 | 2.44 | % | 33,570 | 2,096 | 6.24 | % | 43,385 | 2,879 | 6.64 | % | ||||||||||||||||||||||
| Loans (2)(3) | 7,543,149 | 302,331 | 4.01 | % | 7,461,795 | 308,080 | 4.13 | % | 6,972,438 | 321,805 | 4.62 | % | ||||||||||||||||||||||
| Total interest-earning assets | $ | 10,631,890 | $ | 341,067 | 3.21 | % | $ | 9,571,777 | $ | 349,583 | 3.65 | % | $ | 8,739,258 | $ | 369,201 | 4.22 | % | ||||||||||||||||
| Other assets | 983,809 | 942,274 | 831,954 | |||||||||||||||||||||||||||||||
| Total assets | $ | 11,615,699 | $ | 10,514,051 | $ | 9,571,212 | ||||||||||||||||||||||||||||
| Liabilities and stockholders’ equity: | ||||||||||||||||||||||||||||||||||
| Money market deposit accounts | $ | 2,587,748 | $ | 5,117 | 0.20 | % | $ | 2,320,947 | $ | 10,313 | 0.44 | % | $ | 1,949,147 | $ | 22,257 | 1.14 | % | ||||||||||||||||
| NOW deposit accounts | 1,452,560 | 738 | 0.05 | % | 1,194,398 | 716 | 0.06 | % | 1,095,402 | 1,518 | 0.14 | % | ||||||||||||||||||||||
| Savings deposits | 1,656,893 | 829 | 0.05 | % | 1,393,436 | 745 | 0.05 | % | 1,265,112 | 733 | 0.06 | % | ||||||||||||||||||||||
| Time deposits | 577,150 | 4,030 | 0.70 | % | 733,073 | 10,296 | 1.40 | % | 910,546 | 15,478 | 1.70 | % | ||||||||||||||||||||||
| Total interest-bearing deposits | $ | 6,274,351 | $ | 10,714 | 0.17 | % | $ | 5,641,854 | $ | 22,070 | 0.39 | % | $ | 5,220,207 | $ | 39,986 | 0.77 | % | ||||||||||||||||
| Federal funds purchased | 17 | - | - | 14,727 | 302 | 2.05 | % | 47,137 | 1,838 | 3.90 | % | |||||||||||||||||||||||
| Repurchase agreements | 100,519 | 132 | 0.13 | % | 154,383 | 266 | 0.17 | % | 123,337 | 410 | 0.33 | % | ||||||||||||||||||||||
| Short-term borrowings | 1,302 | 26 | 2.00 | % | 183,699 | 2,840 | 1.55 | % | 403,453 | 7,445 | 1.85 | % | ||||||||||||||||||||||
| Long-term debt | 15,479 | 389 | 2.51 | % | 62,990 | 1,553 | 2.47 | % | 80,528 | 1,875 | 2.33 | % | ||||||||||||||||||||||
| Subordinated debt | 98,259 | 5,437 | 5.53 | % | 51,394 | 2,842 | 5.53 | % | - | - | - | |||||||||||||||||||||||
| Junior subordinated debt | 101,196 | 2,090 | 2.07 | % | 101,196 | 2,731 | 2.70 | % | 101,196 | 4,425 | 4.37 | % | ||||||||||||||||||||||
| Total interest-bearing liabilities | $ | 6,591,123 | $ | 18,788 | 0.29 | % | $ | 6,210,243 | $ | 32,604 | 0.53 | % | $ | 5,975,858 | $ | 55,979 | 0.94 | % | ||||||||||||||||
| Demand deposits | 3,565,693 | 2,895,341 | 2,351,515 | |||||||||||||||||||||||||||||||
| Other liabilities | 240,434 | 259,992 | 174,891 | |||||||||||||||||||||||||||||||
| Stockholders’ equity | 1,218,449 | 1,148,475 | 1,068,948 | |||||||||||||||||||||||||||||||
| Total liabilities and stockholders’ equity | $ | 11,615,699 | $ | 10,514,051 | $ | 9,571,212 | ||||||||||||||||||||||||||||
| Net interest income (FTE) | $ | 322,279 | $ | 316,979 | $ | 313,222 | ||||||||||||||||||||||||||||
| Interest rate spread | 2.92 | % | 3.12 | % | 3.28 | % | ||||||||||||||||||||||||||||
| Net interest margin (FTE) | 3.03 | % | 3.31 | % | 3.58 | % | ||||||||||||||||||||||||||||
| Taxable equivalent adjustment | $ | 1,191 | $ | 1,301 | $ | 1,667 | ||||||||||||||||||||||||||||
| Net interest income | $ | 321,088 | $ | 315,678 | $ | 311,555 |
| Column 1 | Column 2 |
|---|---|
| (1) | Securities are shown at average amortized cost. |
| Column 1 | Column 2 |
|---|---|
| (2) | For purposes of these computations, nonaccrual loans and loans held for sale are included in the average loan balances outstanding. |
| Column 1 | Column 2 |
|---|---|
| (3) | Interest income for tax-exempt securities and loans have been adjusted to a FTE basis using the statutory Federal income tax rate of 21%. |
2021 OPERATING RESULTS AS COMPARED TO 2020 OPERATING RESULTS
Net Interest Income
Net interest income for the year ended 2021 was $321.1 million, up $5.4 million, or 1.7%, from 2020. FTE net interest margin of 3.03% for the year ended December 31, 2021, was down from 3.31% for the year ended December 31, 2020. Interest income decreased $8.4 million, or 2.4%, as the yield on average interest-earning
assets decreased 44 basis points (“bps”) from 2020 to 3.21%, while average interest-earning assets increased $1.1 billion primarily due to excess liquidity which was invested in both investment securities and loans resulting in an increase to
the average balance of investment securities. Interest expense was down $13.8 million, or 42.4%, for the year ended December 31, 2021 as compared to the year ended December 31, 2020 as the cost of interest-bearing liabilities decreased 24
bps. The Federal Reserve lowered its target fed funds rate by 150 basis points in the first quarter of 2020.
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Analysis of Changes in FTE Net Interest Income
| Increase (Decrease) 2021 over 2020 | Increase (Decrease) 2020 over 2019 | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands) | Volume | Rate | Total | Volume | Rate | Total | ||||||||||||||||||
| Short-term interest-bearing accounts | $ | 759 | $ | (140 | ) | $ | 619 | $ | 1,150 | $ | (1,313 | ) | $ | (163 | ) | |||||||||
| Securities taxable | 7,324 | (9,015 | ) | (1,691 | ) | 1,374 | (5,103 | ) | (3,729 | ) | ||||||||||||||
| Securities tax-exempt | 1,233 | (1,448 | ) | (215 | ) | (1,156 | ) | (62 | ) | (1,218 | ) | |||||||||||||
| Federal Reserve Bank and FHLB stock | (428 | ) | (1,052 | ) | (1,480 | ) | (621 | ) | (162 | ) | (783 | ) | ||||||||||||
| Loans | 3,332 | (9,081 | ) | (5,749 | ) | 21,634 | (35,359 | ) | (13,725 | ) | ||||||||||||||
| Total FTE interest income | $ | 12,220 | $ | (20,736 | ) | $ | (8,516 | ) | $ | 22,381 | $ | (41,999 | ) | $ | (19,618 | ) | ||||||||
| Money market deposit accounts | 1,073 | (6,269 | ) | (5,196 | ) | 3,628 | (15,572 | ) | (11,944 | ) | ||||||||||||||
| NOW deposit accounts | 141 | (119 | ) | 22 | 126 | (928 | ) | (802 | ) | |||||||||||||||
| Savings deposits | 134 | (50 | ) | 84 | 71 | (59 | ) | 12 | ||||||||||||||||
| Time deposits | (1,863 | ) | (4,403 | ) | (6,266 | ) | (2,740 | ) | (2,442 | ) | (5,182 | ) | ||||||||||||
| Federal funds purchased | (151 | ) | (151 | ) | (302 | ) | (909 | ) | (627 | ) | (1,536 | ) | ||||||||||||
| Repurchase agreements | (80 | ) | (54 | ) | (134 | ) | 86 | (230 | ) | (144 | ) | |||||||||||||
| Short-term borrowings | (3,456 | ) | 642 | (2,814 | ) | (3,548 | ) | (1,057 | ) | (4,605 | ) | |||||||||||||
| Long-term debt | (1,193 | ) | 29 | (1,164 | ) | (427 | ) | 105 | (322 | ) | ||||||||||||||
| Subordinated debt | 2,593 | 2 | 2,595 | 2,842 | - | 2,842 | ||||||||||||||||||
| Junior subordinated debt | - | (641 | ) | (641 | ) | - | (1,694 | ) | (1,694 | ) | ||||||||||||||
| Total FTE interest expense | $ | (2,802 | ) | $ | (11,014 | ) | $ | (13,816 | ) | $ | (871 | ) | $ | (22,504 | ) | $ | (23,375 | ) | ||||||
| Change in FTE net interest income | $ | 15,022 | $ | (9,722 | ) | $ | 5,300 | $ | 23,252 | $ | (19,495 | ) | $ | 3,757 |
Loans and Corresponding Interest and Fees on Loans
The average balance of loans increased by approximately $81.4 million, or 1.1%, from 2020 to 2021 with the increases in commercial, commercial
real estate, residential mortgage and specialty lending portfolios being partly offset by the reduction in the average balance of PPP loans. The yield on average loans decreased from 4.13% in 2020 to 4.01% in 2021, as loans re-priced downward
due to the interest rate environment in 2021. FTE interest income from loans decreased 1.9%, from $308.1 million in 2020 to $302.3 million in 2021. This decrease was due to the decreases in yields. Net interest income in 2021 included $21.3
million of interest and fees on PPP loans.
Total loans were $7.5 billion at December 31, 2021 and 2020. Total PPP loans as of December
31, 2021 were $101.2 million (net of unamortized fees). The following PPP loan activity occurred during 2021: $286.6 million in PPP loan originations, $632.4 million of loans forgiven and $21.3 million of interest and fees recognized into
interest income. Excluding PPP loans, period end loans increased $329.2 million or 4.7% from December 31, 2020. Commercial and industrial loans increased $37.9 million to $1.5 billion; commercial real estate loans increased $124.7 million
to $2.3 billion; and total consumer loans increased $166.6 million to $3.6 billion. Total loans represent approximately 62.4% of assets as of December 31, 2021, as compared to 68.6% as of December 31, 2020.
The following table reflects the loan portfolio by major categories(1), net of deferred fees and origination costs, for the years indicated:
Composition of Loan Portfolio
| December 31, | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands) | 2021 | 2020 | 2019 | 2018 | 2017 | ||||||||||||||
| Commercial | $ | 1,489,414 | $ | 1,451,560 | $ | 1,463,017 | $ | 1,423,302 | $ | 1,337,382 | |||||||||
| Commercial real estate | 2,321,193 | 2,196,477 | 1,981,249 | 1,799,008 | 1,690,450 | ||||||||||||||
| Paycheck protection program | 101,222 | 430,810 | - | - | - | ||||||||||||||
| Residential real estate | 1,571,232 | 1,466,662 | 1,445,156 | 1,380,836 | 1,320,370 | ||||||||||||||
| Indirect auto | 859,454 | 931,286 | 1,193,635 | 1,216,144 | 1,227,870 | ||||||||||||||
| Specialty lending | 778,291 | 579,644 | 542,063 | 524,928 | 438,866 | ||||||||||||||
| Home equity | 330,357 | 387,974 | 444,082 | 474,566 | 498,179 | ||||||||||||||
| Other consumer | 47,296 | 54,472 | 66,896 | 68,925 | 70,522 | ||||||||||||||
| Total loans | $ | 7,498,459 | $ | 7,498,885 | $ | 7,136,098 | $ | 6,887,709 | $ | 6,583,639 |
| Column 1 | Column 2 |
|---|---|
| (1) | Loans are summarized by business line which do not align to how the Company assesses credit risk in the estimate for credit losses under CECL. |
Residential real estate loans consist primarily of loans secured by a first or second mortgage on primary
residences. We originate adjustable-rate and fixed-rate, one-to-four-family residential loans for the construction or purchase of a residential property or refinancing of a mortgage. These loans are collateralized by properties located in the
Company’s market area. Subprime mortgage lending, which has been the riskiest sector of the residential housing market, is not a market that the Company has ever actively pursued. The market does not apply a uniform definition of what
constitutes “subprime” lending. Our reference to subprime lending relies upon the “Statement on Subprime Mortgage Lending” issued by the OTS and the other federal bank regulatory agencies (the “Agencies”), on June 29, 2007, which further
referenced the “Expanded Guidance for Subprime Lending Programs,” or the Expanded Guidance, issued by the Agencies by press release dated January 31, 2001.
35
Table of Contents
Loans in the commercial and commercial real estate, consist primarily of loans made to small and
medium-sized entities. The Company offers a variety of loan options to meet the specific needs of our commercial customers including term loans, time notes and lines of credit. Such loans are made available to businesses for working capital
needs such as inventory and receivables, business expansion, equipment purchases, livestock purchases and seasonal crop expenses. These loans typically are collateralized by business assets such as equipment, accounts receivable and
perishable agricultural products, which are exposed to industry price volatility. The Company offers commercial real estate (“CRE”) loans to finance real estate purchases, refinancings, expansions and improvements to commercial and
agricultural properties. CRE loans are loans secured by liens on real estate, which may include both owner-occupied and nonowner-occupied properties, such as apartments, commercial structures, health care facilities and other facilities.
The Company offers a variety of Consumer loan products including indirect auto, specialty lending, home
equity and other consumer loans. Indirect auto loans include indirect installment loans to individuals, which are primarily secured by automobiles. Although automobile loans have generally been originated through dealers, all applications
submitted through dealers are subject to the Company’s normal underwriting and loan approval procedures. The specialty lending portfolio includes unsecured consumer loans across a national footprint originated through our relationship with
national technology-driven consumer lending companies that began over 10 years ago beginning with our investment in Springstone Financial LLC (“Springstone”) which was subsequently acquired by LendingClub in 2014. In 2017, the Company
partnered with Sungage Financial, Inc. to offer financing to consumers for solar ownership with the program tailored for delivery through solar installers. Advances of credit through this specialty lending business line are to prime borrowers
and are subject to the Company’s underwriting standards. Other Consumer loans consist of direct installment loans to individuals most secured by automobiles and other personal property. In addition to installment loans, the Company also
offers personal lines of credit, overdraft protection, home equity lines of credit and second mortgage loans (loans secured by a lien position on one-to-four family residential real estate) to finance home improvements, debt consolidation,
education and other uses. For home equity loans, consumers are able to borrow up to 85% of the equity in their homes, and are generally tied to Prime with a ten year draw followed by a fifteen year amortization. As of December 31, 2021, there
were $200.5 million in construction and development loans included in total loans.
Risks associated with the commercial real estate portfolio include the ability of borrowers to pay interest
and principal during the loan’s term, as well as the ability of the borrowers to refinance at the end of the loan term.
Loans by Maturity and Interest Rate Sensitivity
The following table presents the maturity distribution and an analysis of loans that have predetermined and floating interest rates. Scheduled
repayments are reported in the maturity category in which the contractual payment is due. Commercial includes PPP and other consumer includes specialty lending, home equity and other consumer loans.
| Remaining Maturity as of December 31, 2021 | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands) | Commercial | CRE | Indirect Auto | Other Consumer | Residential | Total | |||||||||||||||||
| Within one year | $ | 330,398 | $ | 123,967 | $ | 14,151 | $ | 22,358 | $ | 392 | $ | 491,266 | |||||||||||
| From one to five years | 481,861 | 476,676 | 535,485 | 290,235 | 22,333 | 1,806,590 | |||||||||||||||||
| From five to fifteen years | 428,740 | 1,668,129 | 309,818 | 618,759 | 432,972 | 3,458,418 | |||||||||||||||||
| After fifteen years | 349,637 | 52,421 | - | 224,592 | 1,115,535 | 1,742,185 | |||||||||||||||||
| Total | $ | 1,590,636 | $ | 2,321,193 | $ | 859,454 | $ | 1,155,944 | $ | 1,571,232 | $ | 7,498,459 | |||||||||||
| Interest rate terms on amounts due after one year: | |||||||||||||||||||||||
| Fixed | $ | 694,550 | $ | 477,254 | $ | 845,266 | $ | 907,759 | $ | 1,493,034 | $ | 4,417,863 | |||||||||||
| Variable | $ | 565,688 | $ | 1,719,972 | $ | 37 | $ | 225,827 | $ | 77,806 | $ | 2,589,330 |
Securities and Corresponding Interest and Dividend Income
The average balance of taxable securities available for sale (“AFS”) and held to maturity (“HTM”) increased
$379.4 million, or 24.8%, from 2020 to 2021. The yield on average taxable securities was 1.67% for 2021 compared to 2.20% in 2020. The average balance of tax-exempt securities AFS and HTM increased from $173.0 million in 2020 to $220.8
million in 2021. The FTE yield on tax-exempt securities decreased from 2.97% in 2020 to 2.23% in 2021.
The average balance of Federal Reserve Bank and Federal Home Loan Bank (“FHLB”) stock decreased to $25.3
million in 2021 from $33.6 million in 2020. The yield on investments in Federal Reserve Bank and FHLB stock decreased from 6.24% in 2020 to 2.44% in 2021.
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Table of Contents
Securities Portfolio
| As of December 31, | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2019 | |||||||||||||||||||||
| (In thousands) | Amortized Cost | Fair Value | Amortized Cost | Fair Value | Amortized Cost | Fair Value | |||||||||||||||||
| AFS securities: | |||||||||||||||||||||||
| U.S. treasury | $ | 73,016 | $ | 73,069 | $ | - | $ | - | $ | - | $ | - | |||||||||||
| Federal agency | 248,454 | 239,931 | 245,590 | 243,597 | 34,998 | 34,758 | |||||||||||||||||
| State & municipal | 95,531 | 94,088 | 42,550 | 43,180 | 2,533 | 2,513 | |||||||||||||||||
| Mortgage-backed | 603,375 | 606,675 | 576,497 | 595,839 | 498,372 | 503,626 | |||||||||||||||||
| Collateralized mortgage obligations | 623,930 | 621,595 | 426,574 | 437,804 | 432,651 | 434,443 | |||||||||||||||||
| Corporate | 50,500 | 52,003 | 27,500 | 28,278 | - | - | |||||||||||||||||
| Total AFS securities | $ | 1,694,806 | $ | 1,687,361 | $ | 1,318,711 | $ | 1,348,698 | $ | 968,554 | $ | 975,340 | |||||||||||
| HTM securities: | |||||||||||||||||||||||
| Federal agency | $ | 100,000 | $ | 95,635 | $ | 100,000 | $ | 98,342 | $ | - | $ | - | |||||||||||
| Mortgage-backed | 170,574 | 172,001 | 119,447 | 125,009 | 163,115 | 166,728 | |||||||||||||||||
| Collateralized mortgage obligations | 138,815 | 140,280 | 182,250 | 190,677 | 299,900 | 304,853 | |||||||||||||||||
| State & municipal | 323,821 | 327,344 | 214,863 | 222,799 | 167,059 | 169,681 | |||||||||||||||||
| Total HTM securities | $ | 733,210 | $ | 735,260 | $ | 616,560 | $ | 636,827 | $ | 630,074 | $ | 641,262 |
The Company’s mortgage-backed securities, U.S. agency notes and CMOs are all guaranteed by Fannie Mae,
Freddie Mac, the FHLB, Federal Farm Credit Banks or Ginnie Mae (“GNMA”). GNMA securities are considered similar in credit quality to U.S. Treasury securities, as they are backed by the full faith and credit of the U.S. government. Currently,
there are no subprime mortgages in our investment portfolio.
The following tables set forth information with regard to contractual maturities of debt securities shown
in amortized cost ($) and weighted average yield (%) at December 31, 2021. Weighted-average yields are an arithmetic computation of income (not FTE adjusted) divided by amortized cost. Maturities of mortgage-backed, collateralized mortgage
obligations and asset-backed securities are stated based on their estimated average lives. Actual maturities may differ from estimated average lives or contractual maturities because, in certain cases, borrowers have the right to call or
prepay obligations with or without call or prepayment penalties.
| Less than 1 Year | 1 Year to 5 Years | 5 Years to 10 Years | Over 10 Years | Total | ||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in thousands) | $ | % | $ | % | $ | % | $ | % | $ | % | ||||||||||||||||||||||||||||||
| AFS securities: | ||||||||||||||||||||||||||||||||||||||||
| U.S. treasury | $ | - | - | $ | 49,111 | 1.20 | % | $ | 23,905 | 1.40 | % | $ | - | - | $ | 73,016 | 1.27 | % | ||||||||||||||||||||||
| Federal agency | - | - | - | - | 248,454 | 1.04 | % | - | - | 248,454 | 1.04 | % | ||||||||||||||||||||||||||||
| State & municipal | 3 | 8.50 | % | 16,865 | 1.04 | % | 78,663 | 1.40 | % | - | - | 95,531 | 1.34 | % | ||||||||||||||||||||||||||
| Mortgage-backed | 30 | 1.64 | % | 18,104 | 2.39 | % | 245,845 | 1.82 | % | 339,396 | 1.44 | % | 603,375 | 1.63 | % | |||||||||||||||||||||||||
| Collateralized mortgage obligations | 886 | 1.63 | % | 27,301 | 1.05 | % | 91,524 | 1.38 | % | 504,219 | 1.57 | % | 623,930 | 1.52 | % | |||||||||||||||||||||||||
| Corporate | - | - | - | - | 50,500 | 3.75 | % | - | - | 50,500 | 3.75 | % | ||||||||||||||||||||||||||||
| Total AFS securities | $ | 919 | 1.65 | % | $ | 111,381 | 1.33 | % | $ | 738,891 | 1.58 | % | $ | 843,615 | 1.52 | % | $ | 1,694,806 | 1.53 | % | ||||||||||||||||||||
| HTM securities: | ||||||||||||||||||||||||||||||||||||||||
| Federal agency | $ | - | - | $ | - | - | $ | 100,000 | 1.11 | % | $ | - | - | $ | 100,000 | 1.11 | % | |||||||||||||||||||||||
| Mortgage-backed | - | - | 12 | 7.73 | % | 9,100 | 3.49 | % | 161,462 | 1.85 | % | 170,574 | 1.94 | % | ||||||||||||||||||||||||||
| Collateralized mortgage obligations | - | - | 525 | 2.06 | % | 43,627 | 2.69 | % | 94,663 | 2.12 | % | 138,815 | 2.30 | % | ||||||||||||||||||||||||||
| State & municipal | 102,967 | 0.58 | % | 57,827 | 2.30 | % | 69,451 | 2.01 | % | 93,576 | 1.75 | % | 323,821 | 1.53 | % | |||||||||||||||||||||||||
| Total HTM securities | $ | 102,967 | 0.58 | % | $ | 58,364 | 2.30 | % | $ | 222,178 | 1.80 | % | $ | 349,701 | 1.90 | % | $ | 733,210 | 1.71 | % |
Funding Sources and Corresponding Interest Expense
The Company utilizes traditional deposit products such as time, savings, NOW, money market and demand deposits as its primary source for funding.
Other sources, such as short-term FHLB advances, federal funds purchased, securities sold under agreements to repurchase, brokered time deposits and long-term FHLB borrowings are utilized as necessary to support the Company’s growth in assets
and to achieve interest rate sensitivity objectives. The average balance of interest-bearing liabilities increased $380.9 million from 2020 primarily due to the increase in interest-bearing deposits and totaled $6.6 billion in 2021. The rate
paid on interest-bearing liabilities decreased from 0.53% in 2020 to 0.29% in 2021. This decrease in rates caused a decrease in interest expense of $13.8 million, or 42.4%, from $32.6 million in 2020 to $18.8 million in 2021.
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Deposits
Average interest-bearing deposits increased $632.5 million, or 11.2%, from 2020 to 2021. Average money market deposits increased $266.8 million,
or 11.5% during 2021 compared to 2020. Average NOW accounts increased $258.2 million, or 21.6% during 2021 as compared to 2020. The average balance of savings accounts increased $263.5 million, or 18.9% during 2021 compared to 2020. The
average balance of time deposits decreased $155.9 million, or 21.3%, from 2020 to 2021. The average balance of demand deposits increased $670.4 million, or 23.2%, during 2021 compared to 2020. The high rate of deposit growth was primarily due
to funding of PPP loans and various government support programs.
The rate paid on average interest-bearing deposits was down 22 basis points to 0.17% for 2021. The rate
paid for money market deposit accounts decreased from 0.44% during 2020 to 0.20% during 2021. The rate paid for NOW deposit accounts decreased from 0.06% in 2020 to 0.05% in 2021. The rate paid for savings deposits was a consistent at 0.05%
for 2020 and 2021. The rate paid for time deposits decreased from 1.40% during 2020 to 0.70% during 2021.
| Years Ended December 31, | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2019 | ||||||||||||||||||||||
| (In thousands) | Average Balance | Yield/Rate | Average Balance | Yield/Rate | Average Balance | Yield/Rate | ||||||||||||||||||
| Demand deposits | $ | 3,565,693 | $ | 2,895,341 | $ | 2,351,515 | ||||||||||||||||||
| Money market deposit accounts | 2,587,748 | 0.20 | % | 2,320,947 | 0.44 | % | 1,949,147 | 1.14 | % | |||||||||||||||
| NOW deposit accounts | 1,452,560 | 0.05 | % | 1,194,398 | 0.06 | % | 1,095,402 | 0.14 | % | |||||||||||||||
| Savings deposits | 1,656,893 | 0.05 | % | 1,393,436 | 0.05 | % | 1,265,112 | 0.06 | % | |||||||||||||||
| Time deposits | 577,150 | 0.70 | % | 733,073 | 1.40 | % | 910,546 | 1.70 | % | |||||||||||||||
| Total interest-bearing deposits | $ | 6,274,351 | 0.17 | % | $ | 5,641,854 | 0.39 | % | $ | 5,220,207 | 0.77 | % |
The following table presents the estimated amounts of uninsured deposits based on the same methodologies
and assumptions used for the bank regulatory reporting:
| As of December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands) | 2021 | 2020 | 2019 | ||||||||
| Estimated amount of uninsured deposits | $ | 4,175,208 | $ | 3,639,731 | $ | 3,868,134 |
The following table presents the maturity distribution of time deposits of $250,000 or more:
| (In thousands) | December 31, 2021 | ||
|---|---|---|---|
| Portion of time deposits in excess of insurance limit | $ | 33,092 | |
| Time deposits otherwise uninsured with a maturity of: | |||
| Within three months | $ | 4,387 | |
| After three but within six months | 7,907 | ||
| After six but within twelve months | 10,107 | ||
| Over twelve months | 10,691 |
Borrowings
Average repurchase agreements decreased to $100.5 million in 2021 from $154.4 million in 2020. The average rate paid on repurchase agreements
decreased from 0.17% in 2020 to 0.13% in 2021. Average short-term borrowings decreased to $1.3 million in 2021 from $183.7 million in 2020. The average rate paid on short-term borrowings increased from 1.55% in 2020 to 2.00% in 2021. Average
long-term debt decreased from $63.0 million in 2020 to $15.5 million in 2021. The average balance of junior subordinated debt remained at $101.2 million in 2021. The average rate paid for junior subordinated debt in 2021 was 2.07%, down from
2.70% in 2020.
Total short-term borrowings consist of federal funds purchased, securities sold under repurchase
agreements, which generally represent overnight borrowing transactions and other short-term borrowings, primarily FHLB advances, with original maturities of one year or less. The Company has unused lines of credit with the FHLB and access to
brokered deposits available for short-term financing of approximately $3.4 billion and $3.1 billion at December 31, 2021 and 2020, respectively. Securities collateralizing repurchase agreements are held in safekeeping by nonaffiliated
financial institutions and are under the Company’s control. Long-term debt, which is comprised primarily of FHLB advances, are collateralized by the FHLB stock owned by the Company, certain of its mortgage-backed securities and a blanket lien
on its residential real estate mortgage loans.
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On June 23, 2020, the Company issued $100.0 million of 5.00% fixed-to-floating rate subordinated notes due
2030. The subordinated notes, which qualify as Tier 2 capital, bear interest at an annual rate of 5.00%, payable semi-annually in arrears commencing on January 1, 2021, and a floating rate of interest equivalent to the three-month Secured
Overnight Financing Rate (“SOFR”) plus a spread of 4.85%, payable quarterly in arrears commencing on October 1, 2025. The subordinated debt issuance cost, which is being amortized on a straight-line basis, was $2.2 million. As of December 31,
2021 and 2020 the subordinated debt net of unamortized issuance costs was $98.5 million and $98.1 million, respectively.
Noninterest Income
Noninterest income is a significant source of revenue for the Company and an important factor in the
Company’s results of operations. The following table sets forth information by category of noninterest income for the years indicated:
| Years Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands) | 2021 | 2020 | 2019 | ||||||||
| Service charges on deposit account | $ | 13,348 | $ | 13,201 | $ | 17,151 | |||||
| ATM and debit card fees | 31,301 | 25,960 | 23,893 | ||||||||
| Retirement plan administration fees | 42,188 | 35,851 | 30,388 | ||||||||
| Wealth management | 33,718 | 29,247 | 28,400 | ||||||||
| Insurance services | 14,083 | 14,757 | 15,770 | ||||||||
| Bank owned life insurance income | 6,217 | 5,743 | 5,355 | ||||||||
| Net securities gains (losses) | 566 | (388 | ) | 4,213 | |||||||
| Other | 16,373 | 21,905 | 18,853 | ||||||||
| Total noninterest income | $ | 157,794 | $ | 146,276 | $ | 144,023 |
Noninterest income for the year ended December 31, 2021 was $157.8 million, up $11.5 million, or 7.9%, from the year ended
December 31, 2020. Excluding net securities gains (losses), noninterest income for the year ended December 31, 2021 was $157.2 million, up $10.6 million or 7.2%, from the year ended December 31, 2020. The increase from the prior year was driven
by an increase in ATM and debit card fees due to increased volume and higher per transaction rates, retirement plan administration fees driven by the April 1, 2020 acquisition of Alliance Benefit Group of Illinois Inc. (“ABG”) and wealth
management fees driven by market performance and organic growth, partly offset by other noninterest income driven by lower swap fees and lower mortgage banking income.
Noninterest Expense
Noninterest expenses are also an important factor in the Company’s results of operations. The following
table sets forth the major components of noninterest expense for the years indicated:
| Years Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands) | 2021 | 2020 | 2019 | ||||||||
| Salaries and employee benefits | $ | 172,580 | $ | 161,934 | $ | 156,867 | |||||
| Occupancy | 21,922 | 21,634 | 22,706 | ||||||||
| Data processing and communications | 16,989 | 16,527 | 18,318 | ||||||||
| Professional fees and outside services | 16,306 | 15,082 | 14,785 | ||||||||
| Equipment | 21,854 | 19,889 | 18,583 | ||||||||
| Office supplies and postage | 6,006 | 6,138 | 6,579 | ||||||||
| FDIC expenses | 3,041 | 2,688 | 1,946 | ||||||||
| Advertising | 2,521 | 2,288 | 2,773 | ||||||||
| Amortization of intangible assets | 2,808 | 3,395 | 3,579 | ||||||||
| Loan collection and other real estate owned, net | 2,915 | 3,295 | 4,158 | ||||||||
| Other | 20,339 | 24,863 | 24,440 | ||||||||
| Total noninterest expense | $ | 287,281 | $ | 277,733 | $ | 274,734 |
Noninterest expense for the year ended December 31, 2021 was $287.3 million, up $9.5 million or 3.4%, from
the year ended December 31, 2020. The increase from the prior year was driven by higher salaries and employee benefits due to annual merit pay increases, the ABG acquisition, higher medical expenses and higher levels of incentive
compensation. In addition, the increase in professional fees and outside services was a result of projects paused during the COVID-19 pandemic and the increase in equipment expenses was due to higher technology costs associated with several
digital upgrades. The increase in expenses was partly offset by lower other noninterest expense due to a $4.0 million decrease in the provision for unfunded commitments and lower nonrecurring expenses due to a $4.3 million estimated
litigation settlement expense in 2021 compared to a $4.8 million branch optimization charge in 2020.
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Income Taxes
We calculate our current and deferred tax provision based on estimates and assumptions that could differ from the actual results reflected in
income tax returns filed during the subsequent year. Adjustments based on filed returns are recorded when identified, which is generally in the fourth quarter of the subsequent year for U.S. federal and state provisions.
The amount of income taxes the Company pays is subject at times to ongoing audits by U.S. federal and state
tax authorities, which may result in proposed assessments. Future results may include favorable or unfavorable adjustments to the estimated tax liabilities in the period the assessments are proposed or resolved or when statutes of limitation
on potential assessments expire. As a result, the Company’s effective tax rate may fluctuate significantly on a quarterly or annual basis.
Income tax expense for the year ended December 31, 2021 was $45.0 million, up $16.3 million, or 56.7%, from the year ended
December 31, 2020. The effective tax rate of 22.5% in 2021 was up from 21.6% in 2020. The increase in income tax expense from the prior year was due to a higher level of taxable income as a result of the decreased provision for loan losses.
Risk Management – Credit Risk
Credit risk is managed through a network of loan officers, credit committees, loan policies and oversight
from senior credit officers and Board of Directors. Management follows a policy of continually identifying, analyzing and grading credit risk inherent in each loan portfolio. An ongoing independent review of individual credits in the
commercial loan portfolio is performed by the independent loan review function. These components of the Company’s underwriting and monitoring functions are critical to the timely identification, classification and resolution of problem
credits.
Nonperforming assets consist of nonaccrual loans, loans over 90 days past due and still accruing,
restructured loans, other real estate owned (“OREO”) and nonperforming securities. Loans are generally placed on nonaccrual when principal or interest payments become 90 days past due, unless the loan is well secured and in the process of
collection. Loans may also be placed on nonaccrual when circumstances indicate that the borrower may be unable to meet the contractual principal or interest payments. The threshold for evaluating classified and nonperforming loans
specifically evaluated for impairment is $1.0 million. OREO represents property acquired through foreclosure and is valued at the lower of the carrying amount or fair value, less any estimated disposal costs.
Nonperforming Assets
| As of December 31, | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in thousands) | 2021 | % | 2020 | % | ||||||||||||
| Nonaccrual loans: | ||||||||||||||||
| Commercial | $ | 15,942 | 53 | % | $ | 23,557 | 53 | % | ||||||||
| Residential | 8,862 | 29 | % | 13,082 | 29 | % | ||||||||||
| Consumer | 1,511 | 5 | % | 3,020 | 7 | % | ||||||||||
| Troubled debt restructured loans | 3,970 | 13 | % | 4,988 | 11 | % | ||||||||||
| Total nonaccrual loans | $ | 30,285 | 100 | % | $ | 44,647 | 100 | % | ||||||||
| Loans over 90 days past due and still accruing: | ||||||||||||||||
| Commercial | $ | - | - | $ | 493 | 16 | % | |||||||||
| Residential | 808 | 33 | % | 518 | 16 | % | ||||||||||
| Consumer | 1,650 | 67 | % | 2,138 | 68 | % | ||||||||||
| Total loans over 90 days past due and still accruing | $ | 2,458 | 100 | % | $ | 3,149 | 100 | % | ||||||||
| Total nonperforming loans | $ | 32,743 | $ | 47,796 | ||||||||||||
| Other real estate owned | 167 | 1,458 | ||||||||||||||
| Total nonperforming assets | $ | 32,910 | $ | 49,254 | ||||||||||||
| Total nonaccrual loans to total loans | 0.40 | % | 0.60 | % | ||||||||||||
| Total nonperforming loans to total loans | 0.44 | % | 0.64 | % | ||||||||||||
| Total nonperforming assets to total assets | 0.27 | % | 0.45 | % | ||||||||||||
| Total allowance for loan losses to nonperforming loans | 280.98 | % | 230.14 | % | ||||||||||||
| Total allowance for loan losses to nonaccrual loans | 303.78 | % | 246.38 | % |
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The following tables are related to non-performing loans in prior periods. Non-performing loans are
summarized by business line which do not align to how the Company assesses credit risk in the estimate for credit losses under CECL for 2021 and 2020.
| As of December 31, | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in thousands) | 2019 | % | 2018 | % | 2017 | % | ||||||||||||||||||
| Nonaccrual loans: | ||||||||||||||||||||||||
| Commercial | $ | 12,379 | 49 | % | $ | 11,804 | 46 | % | $ | 12,485 | 48 | % | ||||||||||||
| Residential real estate | 5,233 | 21 | % | 6,526 | 26 | % | 5,919 | 23 | % | |||||||||||||||
| Consumer | 4,046 | 16 | % | 4,068 | 16 | % | 4,324 | 17 | % | |||||||||||||||
| Troubled debt restructured loans | 3,516 | 14 | % | 3,089 | 12 | % | 2,980 | 12 | % | |||||||||||||||
| Total nonaccrual loans | $ | 25,174 | 100 | % | $ | 25,487 | 100 | % | $ | 25,708 | 100 | % | ||||||||||||
| Loans over 90 days past due and still accruing: | ||||||||||||||||||||||||
| Commercial | $ | - | - | $ | 588 | 12 | % | $ | - | - | ||||||||||||||
| Residential real estate | 927 | 25 | % | 1,182 | 23 | % | 1,402 | 26 | % | |||||||||||||||
| Consumer | 2,790 | 75 | % | 3,315 | 65 | % | 4,008 | 74 | % | |||||||||||||||
| Total loans over 90 days past due and still accruing | $ | 3,717 | 100 | % | $ | 5,085 | 100 | % | $ | 5,410 | 100 | % | ||||||||||||
| Total nonperforming loans | $ | 28,891 | $ | 30,572 | $ | 31,118 | ||||||||||||||||||
| Other real estate owned | 1,458 | 2,441 | 4,529 | |||||||||||||||||||||
| Total nonperforming assets | $ | 30,349 | $ | 33,013 | $ | 35,647 | ||||||||||||||||||
| Total nonaccrual loans to total loans | 0.35 | % | 0.37 | % | 0.39 | % | ||||||||||||||||||
| Total nonperforming loans to total loans | 0.40 | % | 0.44 | % | 0.47 | % | ||||||||||||||||||
| Total nonperforming assets to total assets | 0.31 | % | 0.35 | % | 0.39 | % | ||||||||||||||||||
| Total allowance for loan losses to nonperforming loans | 252.55 | % | 237.16 | % | 223.34 | % | ||||||||||||||||||
| Total allowance for loan losses to nonaccrual loans | 289.84 | % | 284.48 | % | 270.34 | % |
Total nonperforming assets were $32.9 million at December 31, 2021, compared to $49.3 million at December 31,
2020. Nonperforming loans at December 31, 2021 were $32.7 million or 0.44% of total loans (0.44% excluding PPP loan originations), compared with $47.8 million or 0.64% of total loans (0.68% excluding PPP loan originations) at December 31, 2020.
The decrease in nonperforming loans primarily resulted from a reduction in commercial and residential mortgage nonaccrual loans during 2021. Total nonaccrual loans were $30.3 million or 0.40% of total loans at December 31, 2021, compared to
$44.6 million or 0.60% of total loans at December 31, 2020. Past due loans as a percentage of total loans was 0.29% at December 31, 2021 (0.29% excluding PPP loan originations), down from 0.37% of total loans (0.39% excluding PPP loan
originations) at December 31, 2020.
The Company began offering short-term loan modifications to assist borrowers during the COVID-19 pandemic.
The CARES Act, along with a joint agency statement issued by banking regulatory agencies, provides that short-term modifications made in response to COVID-19 do not need to be accounted for as a troubled debt restructuring (“TDR”). The
Company evaluated the short-term modification programs provided to its borrowers and has concluded the modifications were generally made to borrowers who were in good standing prior to the COVID-19 pandemic and the modifications were
temporary and minor in nature and therefore do not qualify for designation as TDRs. As of December 31, 2021, $1.4 million of total loans outstanding were in payment deferral programs, of which 5% are commercial borrowers and 95% are consumer
borrowers. As of December 31, 2020, $110.8 million of total loans outstanding were in payment deferral programs, of which 80% were commercial borrowers and 20% were consumer borrowers.
In addition to nonperforming loans discussed above, the Company has also identified approximately $74.9
million in potential problem loans at December 31, 2021 as compared to $136.6 million at December 31, 2020. The decrease in potential problem loans from December 31, 2020 is primarily due to the improved economic conditions which resulted in
loans coming off deferral and returning to payment in 2021. Higher risk industries include entertainment, restaurants, retail, healthcare and accommodations. As of December 31, 2021, 8.9% of the Company’s outstanding loans were in higher risk
industries due to the COVID-19 pandemic. Potential problem loans are loans that are currently performing, with a possibility of loss if weaknesses are not corrected. Such loans may need to be disclosed as nonperforming at some time in the
future. Potential problem loans are classified by the Company’s loan rating system as “substandard.” Management cannot predict the extent to which economic conditions may worsen or other factors, which may impact borrowers and the potential
problem loans. Accordingly, there can be no assurance that other loans will not become over 90 days past due, be placed on nonaccrual, become restructured or require increased allowance coverage and provision for loan losses. To mitigate this
risk the Company maintains a diversified loan portfolio, has no significant concentration in any particular industry and originates loans primarily within its footprint.
Allowance for Loan Losses
Beginning January 1, 2020, the Company calculated the allowance for credit losses using current expected
credit losses methodology. As a result of our January 1, 2020, adoption of CECL and its related amendments, our methodology for estimating the allowance for credit losses changed significantly from December 31, 2019. The Company recorded a
net decrease to retained earnings of $4.3 million as of January 1, 2020 for the cumulative effect of adopting ASU 2016-13. The transition adjustment included a $3.0 million impact due to the allowance for credit losses on loans, $2.8 million
impact due to the allowance for unfunded commitments reserve, and $1.5 million impact to the deferred tax asset.
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Management considers the accounting policy relating to the allowance for credit losses to be a critical
accounting policy given the degree of judgment exercised in evaluating the level of the allowance required to estimate expected credit losses over the expected contractual life of our loan portfolio and the material effect that such judgments
can have on the consolidated results of operations.
The CECL approach requires an estimate of the credit losses expected over the life of a loan (or pool of
loans). It replaces the incurred loss approach’s threshold that required recognition of a credit loss when it was probable a loss event was incurred. The allowance for credit losses is a valuation account that is deducted from, or added to,
the loans’ amortized cost basis to present the net, lifetime amount expected to be collected on the loans. Loan losses are charged off against the allowance when management believes a loan balance is confirmed to be uncollectible. Expected
recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off.
Required additions or reductions to the allowance for credit losses are made periodically by charges or credits to the provision for loan losses.
These are necessary to maintain the allowance at a level which management believes is reasonably reflective of the overall loss expected over the contractual life of the loan portfolio. While management uses available information to recognize
losses on loans, additions or reductions to the allowance may fluctuate from one reporting period to another. These fluctuations are reflective of changes in risk associated with portfolio content and/or changes in management’s assessment of
any or all of the determining factors discussed above. Management considers the allowance for credit losses to be appropriate based on evaluation and analysis of the loan portfolio.
Management estimates the allowance balance using relevant available information, from internal and external sources, related to past events,
current conditions, and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. Company historical loss experience was supplemented with peer information when
there was insufficient loss data for the Company. Significant management judgment is required at each point in the measurement process.
The allowance for credit losses is measured on a collective (pool) basis, with both a quantitative and qualitative analysis that is applied on a
quarterly basis, when similar risk characteristics exist. The respective quantitative allowance for each segment is measured using an econometric, discounted PD/LGD modeling methodology in which distinct, segment-specific multi-variate
regression models are applied to multiple, probabilistically weighted external economic forecasts. Under the discounted cash flows methodology, expected credit losses are estimated over the effective life of the loans by measuring the
difference between the net present value of modeled cash flows and amortized cost basis. After quantitative considerations, management applies additional qualitative adjustments so that the allowance for credit loss is reflective of the
estimate of lifetime losses that exist in the loan portfolio at the balance sheet date.
Portfolio segment is defined as the level at which an entity develops and documents a systematic methodology to determine its allowance for
credit losses. Upon adoption of CECL, management revised the manner in which loans were pooled for similar risk characteristics. Management developed segments for estimating loss based on type of borrower and collateral which is generally
based upon federal call report segmentation and have been combined or subsegmented as needed to ensure loans of similar risk profiles are appropriately pooled.
Additional information about our Allowance for Loan Losses is included in Notes 1 and 6 to the consolidated financial statements. The Company’s
management considers the allowance for credit losses to be appropriate based on evaluation and analysis of the loan portfolio.
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The allowance for credit losses totaled $92.0 million at December 31, 2021, compared to $110.0 million at
December 31, 2020. The allowance for credit losses as a percentage of loans was 1.23% (1.24% excluding PPP loans) at December 31, 2021, compared to 1.47% (1.56% excluding PPP loans) at December 31, 2020. The decrease in the allowance for
credit losses from December 31, 2020 to December 31, 2021 was primarily due to the improved economic conditions in the CECL forecast, partly offset by providing for the increase in loan balances.
| (Dollars in thousands) | 2021 | 2020 | ||||||
|---|---|---|---|---|---|---|---|---|
| Balance at January 1* | $ | 110,000 | $ | 75,999 | ||||
| Loans charged-off | ||||||||
| Commercial | 4,638 | 4,005 | ||||||
| Residential | 979 | 1,135 | ||||||
| Consumer** | 14,489 | 21,938 | ||||||
| Total loans charged-off | $ | 20,106 | $ | 27,078 | ||||
| Recoveries | ||||||||
| Commercial | $ | 723 | $ | 786 | ||||
| Residential | 1,069 | 618 | ||||||
| Consumer** | 8,571 | 8,541 | ||||||
| Total recoveries | $ | 10,363 | $ | 9,945 | ||||
| Net loans charged-off | $ | 9,743 | $ | 17,133 | ||||
| Provision for loan losses | $ | (8,257 | ) | $ | 51,134 | |||
| Balance at December 31 | $ | 92,000 | $ | 110,000 | ||||
| Allowance for loan losses to loans outstanding at end of year | 1.23 | % | 1.47 | % | ||||
| Commercial net charge-offs to average loans outstanding | 0.05 | % | 0.04 | % | ||||
| Residential net charge-offs to average loans outstanding | - | 0.01 | % | |||||
| Consumer net charge-offs to average loans outstanding | 0.08 | % | 0.18 | % | ||||
| Net charge-offs to average loans outstanding | 0.13 | % | 0.23 | % |
| Column 1 | Column 2 |
|---|---|
| * | 2020 includes an adjustment of $3.0 million as a result of our January 1, 2020, adoption of Accounting Standards Codification (“ASC”) 326. |
| Column 1 | Column 2 |
|---|---|
| ** | Consumer charge-off and recoveries include consumer and home equity. |
Prior to the adoption of ASU 2016-13 on January 1, 2020, the Company’s calculated allowance for loan losses
used the incurred loss methodology. The following tables related to the allowance for loan losses in prior periods under the incurred methodology. Charge-off and recoveries are summarized by business line which do not align to how the Company
assesses credit risk in the estimate for credit losses under CECL for 2021 and 2020.
| (Dollars in thousands) | 2019 | 2018 | 2017 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance at January 1* | $ | 72,505 | $ | 69,500 | $ | 65,200 | ||||||
| Loans charged-off | ||||||||||||
| Commercial and agricultural | 3,151 | 3,463 | 4,169 | |||||||||
| Residential real estate | 991 | 913 | 1,846 | |||||||||
| Consumer | 28,398 | 29,752 | 27,072 | |||||||||
| Total loans charged-off | $ | 32,540 | $ | 34,128 | $ | 33,087 | ||||||
| Recoveries | ||||||||||||
| Commercial and agricultural | $ | 534 | $ | 1,178 | $ | 1,077 | ||||||
| Residential real estate | 141 | 306 | 180 | |||||||||
| Consumer | 6,913 | 6,821 | 5,142 | |||||||||
| Total recoveries | $ | 7,588 | $ | 8,305 | $ | 6,399 | ||||||
| Net loans charged-off | $ | 24,952 | $ | 25,823 | $ | 26,688 | ||||||
| Provision for loan losses | $ | 25,412 | $ | 28,828 | $ | 30,988 | ||||||
| Balance at December 31 | $ | 72,965 | $ | 72,505 | $ | 69,500 | ||||||
| Allowance for loan losses to loans outstanding at end of year | 1.02 | % | 1.05 | % | 1.06 | % | ||||||
| Commercial and agricultural net charge-offs to average loans outstanding | 0.04 | % | 0.03 | % | 0.05 | % | ||||||
| Residential real estate net charge-offs to average loans outstanding | 0.01 | % | 0.01 | % | 0.03 | % | ||||||
| Consumer net charge-offs to average loans outstanding | 0.31 | % | 0.34 | % | 0.34 | % | ||||||
| Net charge-offs to average loans outstanding | 0.36 | % | 0.38 | % | 0.42 | % |
The provision for loan losses was a net benefit of $8.3 million for year ended December 31, 2021, compared to
provision expense of $51.1 million in for the year ended December 31, 2020. The allowance for credit losses was 280.98% of nonperforming loans at December 31, 2021 as compared to 230.14% at December 31, 2020. The allowance for credit losses was
303.78% of nonaccrual loans at December 31, 2021 as compared to 246.38% at December 31, 2020. The allowance for credit losses as a percentage of loans was 1.23% (1.24% excluding PPP loan originations) at December 31, 2021 compared to 1.47%
(1.56% excluding PPP loan originations) at December 31, 2020. The decrease to the December 31, 2021 allowance for credit loss and provision expense was primarily due to the improved economic conditions in the CECL forecast.
Total net charge-offs for 2021 were $9.7 million, down from $17.1 million in 2020. Net charge-offs to average
loans was 13 bps for 2021 compared to 23 bps for 2020. Net charge-offs to average loans decreased during 2021 due to COVID-19 pandemic relief programs during 2020 and 2021 and improved economic conditions in 2021.
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Allocation of the Allowance for Loan Losses
| December 31, | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||||||||||||
| (Dollars in thousands) | Allowance | Category Percent of Loans | Allowance | Category Percent of Loans | ||||||||||||
| Commercial | $ | 28,941 | 51 | % | $ | 50,942 | 53 | % | ||||||||
| Residential | 18,806 | 27 | % | 21,255 | 26 | % | ||||||||||
| Consumer | 44,253 | 22 | % | 37,803 | 21 | % | ||||||||||
| Total | $ | 92,000 | 100 | % | $ | 110,000 | 100 | % |
Prior to the adoption of ASU 2016-13 on January 1, 2020, the Company’s calculated allowance for loan losses
used the incurred loss methodology. The following tables are related to the allowance for loan losses in prior periods. Category percentage of loans are summarized by business line which do not align to how the Company assesses credit risk in
the estimate for credit losses under CECL for 2021 and 2020.
| December 31, | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2019 | 2018 | 2017 | ||||||||||||||||||||||
| (Dollars in thousands) | Allowance | Category Percent of Loans | Allowance | Category Percent of Loans | Allowance | Category Percent of Loans | ||||||||||||||||||
| Commercial and agricultural | $ | 34,525 | 48 | % | $ | 32,759 | 47 | % | $ | 27,606 | 46 | % | ||||||||||||
| Residential real estate | 2,793 | 20 | % | 2,568 | 20 | % | 5,064 | 20 | % | |||||||||||||||
| Consumer | 35,647 | 32 | % | 37,178 | 33 | % | 36,830 | 34 | % | |||||||||||||||
| Total | $ | 72,965 | 100 | % | $ | 72,505 | 100 | % | $ | 69,500 | 100 | % |
Allowance for Credit Losses on Off-Balance Sheet Credit Exposures
The Company estimates expected credit losses over the contractual period in which the Company has exposure
to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the Company. The allowance for credit losses on off-balance sheet credit exposures is adjusted as an expense in other
noninterest expense. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over their estimated lives. As of December 31, 2021, the
allowance for losses on unfunded commitments totaled $5.1 million, compared to $6.4 million as of December 31, 2020. The decrease in the allowance in 2021 compared to 2020 is related to a decrease in expected losses due to the adoption of
CECL and the deterioration of the economic forecast due to COVID-19. Prior to January 1, 2020, the Company calculated the allowance for losses on unfunded commitments using the incurred loss methodology.
Liquidity Risk
Liquidity risk arises from the possibility that we may not be able to satisfy current or future financial commitments or may become unduly
reliant on alternate funding sources. The objective of liquidity management is to ensure the Company can fund balance sheet growth, meet the cash flow requirements of depositors wanting to withdraw funds or borrowers needing assurance that
sufficient funds will be available to meet their credit needs. Management’s Asset Liability Committee (“ALCO”) is responsible for liquidity management and has developed guidelines, which cover all assets and liabilities, as well as
off-balance sheet items that are potential sources or uses of liquidity. Liquidity policies must also provide the flexibility to implement appropriate strategies, regular monitoring of liquidity and testing of the contingent liquidity plan.
Requirements change as loans grow, deposits and securities mature and payments on borrowings are made. Liquidity management includes a focus on interest rate sensitivity management with a goal of avoiding widely fluctuating net interest
margins through periods of changing economic conditions. Loan repayments and maturing investment securities are a relatively predictable source of funds. However, deposit flows, calls of investment securities and prepayments of loans and
mortgage-related securities are strongly influenced by interest rates, the housing market, general and local economic conditions, and competition in the marketplace. Management continually monitor marketplace trends to identify patterns that
might improve the predictability of the timing of deposit flows or asset prepayments.
The primary liquidity measurement the Company utilizes is called “Basic Surplus,” which captures the
adequacy of its access to reliable sources of cash relative to the stability of its funding mix of average liabilities. This approach recognizes the importance of balancing levels of cash flow liquidity from short and long-term securities
with the availability of dependable borrowing sources, which can be accessed when necessary. At December 31, 2021, the Company’s Basic Surplus measurement was 28.5% of total assets or approximately $3.4 billion as compared to the December 31,
2020 Basic Surplus measurement of 25.7% of total assets, or $2.8 billion, and was above the Company’s minimum of 5% (calculated at $600.6 million and $546.6 million, of period end total assets as of December 31, 2021 and 2020, respectively)
set forth in its liquidity policies.
At December 31, 2021 and 2020, FHLB advances outstanding totaled $14.0 million and $64.1 million,
respectively. At December 31, 2021 and 2020, the Bank had $81.0 million and $74.0 million, respectively, of collateral encumbered by municipal letters of credit. The Bank is a member of the FHLB system and had additional borrowing capacity
from the FHLB of approximately $1.7 billion and $1.6 billion at December 31, 2021 and 2020, respectively. In addition, unpledged securities could have been used to increase borrowing capacity at the FHLB by an additional $999.1 million and
$839.4 million at December 31, 2021 and 2020, respectively, or used to collateralize other borrowings, such as repurchase agreements. The Company also has the ability to issue brokered time deposits and to borrow against established borrowing
facilities with other banks (federal funds), which could provide additional liquidity of $2.0 billion at December 31, 2021 and $1.8 billion at December 31, 2020. In addition, the Bank has a “Borrower-in-Custody” program with the FRB with the
addition of the ability to pledge automobile loans as collateral. At December 31, 2021 and 2020, the Bank had the capacity to borrow $580.8 million and $658.1 million, respectively, from this program. The Company’s internal policies authorize
borrowings up to 25% of assets. Under this policy, remaining available borrowings capacity totaled $2.9 billion at December 31, 2021 and $2.6 billion at December 31, 2020.
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This Basic Surplus approach enables the Company to appropriately manage liquidity from both operational and
contingency perspectives. By tempering the need for cash flow liquidity with reliable borrowing facilities, the Company is able to operate with a more fully invested and, therefore, higher interest income generating securities portfolio. The
makeup and term structure of the securities portfolio is, in part, impacted by the overall interest rate sensitivity of the balance sheet. Investment decisions and deposit pricing strategies are impacted by the liquidity position. The Company
considered its Basic Surplus position to be strong. However, certain events may adversely impact the Company’s liquidity position in 2022. The large inflow of deposits experienced since the second quarter of 2020 could reverse itself and flow
out. In the current economic environment, draws against lines of credit could drive asset growth higher. Disruptions in wholesale funding markets could spark increased competition for deposits. These scenarios could lead to a decrease in the
Company’s Basic Surplus measure below the minimum policy level of 5%. Significant monetary and fiscal policy actions taken by the federal government have helped to mitigate these risks. Enhanced liquidity monitoring was put in place to
quickly respond to the changing environment during the COVID-19 pandemic including increasing the frequency of monitoring and adding additional sources of liquidity.
At December 31, 2021, a portion of the Company’s loans and securities were pledged as collateral on
borrowings. Therefore, once on-balance-sheet liquidity is depleted, future growth of earning assets will depend upon the Company’s ability to obtain additional funding, through growth of core deposits and collateral management and may require
further use of brokered time deposits or other higher cost borrowing arrangements.
Net cash flows provided by operating activities totaled $157.6 million and $142.4 million in 2021 and 2020,
respectively. The critical elements of net operating cash flows include net income, adjusted for non-cash income and expense items such as the provision for loan losses, deferred income tax expense, depreciation and amortization and cash
flows generated through changes in other assets and liabilities.
Net cash flows used in investing activities totaled $546.1 million and $709.7 million in 2021 and 2020,
respectively. Critical elements of investing activities are loan and investment securities transactions.
Net cash flows provided by financing activities totaled $1.0 billion in 2021 and 2020. The critical
elements of financing activities are proceeds from deposits, borrowings and stock issuance. In addition, financing activities are impacted by dividends and treasury stock transactions.
Commitments to Extend Credit
The Company makes contractual commitments to extend credit, which include unused lines of credit, which are subject to the Company’s credit
approval and monitoring procedures. At December 31, 2021 and 2020, commitments to extend credit in the form of loans, including unused lines of credit, amounted to $2.3 billion and $2.2 billion, respectively. In the opinion of management,
there are no material commitments to extend credit, including unused lines of credit that represent unusual risks. All commitments to extend credit in the form of loans, including unused lines of credit, expire within one year.
Standby Letters of Credit
The Company does not issue any guarantees that would require liability-recognition or disclosure, other
than its standby letters of credit. The Company guarantees the obligations or performance of customers by issuing standby letters of credit to third-parties. These standby letters of credit are frequently issued in support of third-party
debt, such as corporate debt issuances, industrial revenue bonds and municipal securities. The risk involved in issuing standby letters of credit is essentially the same as the credit risk involved in extending loan facilities to customers
and letters of credit are subject to the same credit origination, portfolio maintenance and management procedures in effect to monitor other credit and off-balance sheet products. Typically, these instruments have one year expirations with an
option to renew upon annual review; therefore, the total amounts do not necessarily represent future cash requirements. At December 31, 2021 and 2020, outstanding standby letters of credit were approximately $55.1 million and $54.0 million,
respectively. The fair value of the Company’s standby letters of credit at December 31, 2021 and 2020 was not significant. The following table sets forth the commitment expiration period for standby letters of credit at:
| (In thousands) | December 31, 2021 | ||
|---|---|---|---|
| Within one year | $ | 50,177 | |
| After one but within three years | 2,518 | ||
| After three but within five years | 1,738 | ||
| After five years | 700 | ||
| Total | $ | 55,133 |
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Interest Rate Swaps
The Company records all derivatives on the balance sheet at fair value. The accounting for changes in the
fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the
criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability or firm commitment attributable to a particular risk, such as interest rate risk,
are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting
generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair
value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risks, even though hedge accounting does not
apply or the Company elects not to apply hedge accounting.
For derivatives designated as fair value hedges, changes in the fair value of the derivative and the hedged
item related to the hedged risk are recognized in earnings. For derivatives designated as cash flow hedges, changes in fair value of the cash flow hedges are reported in OCI. When the cash flows associated with the hedged item are realized, the
gain or loss included in OCI is recognized in the consolidated statements of income.
When the Company purchases or sells a portion of a commercial loan that has an existing interest rate swap, it may enter into a risk
participation agreement to provide credit protection to the financial institution that originated the swap transaction should the borrower fail to perform on its obligation. The Company enters into both risk participation agreements in which
it purchases credit protection from other financial institutions and those in which it provides credit protection to other financial institutions. Any fee paid to the Company under a risk participation agreement is in consideration of the
credit risk of the counterparties and is recognized in the income statement. Credit risk on the risk participation agreements is determined after considering the risk rating, probability of default and loss given default of the
counterparties.
Loans Serviced for Others and Loans Sold with Recourse
The total amount of loans serviced by the Company for unrelated third parties was approximately $575.9 million and $614.5 million at December 31,
2021 and 2020, respectively. At December 31, 2021 and 2020, the Company had approximately $1.0 million and $1.3 million, respectively, of mortgage servicing rights. At December 31, 2021 and 2020, the Company serviced $25.6 million and $25.7
million, respectively, of agricultural loans sold with recourse. Due to sufficient collateral on these loans and government guarantees, no reserve is considered necessary at December 31, 2021 and 2020. As of December 31, 2021 and 2020, the
Company serviced Springstone consumer loans of $11.4 million and $11.8 million, respectively.
Capital Resources
Consistent with its goal to operate a sound and profitable financial institution, the Company actively
seeks to maintain a “well-capitalized” institution in accordance with regulatory standards. The principal source of capital to the Company is earnings retention. The Company’s capital measurements are in excess of both regulatory minimum
guidelines and meet the requirements to be considered well-capitalized.
The Company’s primary source of funds to pay interest on trust preferred debentures and pay cash dividends to its stockholders are dividends from its subsidiaries.
Various laws and regulations restrict the ability of banks to pay dividends to their stockholders. Generally, the payment of dividends by the Company in the future as well as the payment of interest on the capital securities will require
the generation of sufficient future earnings by its subsidiaries.
The Bank also is subject to substantial regulatory restrictions on its ability to pay dividends to the Company. Under Office of the Comptroller
of the Currency (“OCC”) regulations, the Bank may not pay a dividend, without prior OCC approval, if the total amount of all dividends declared during the calendar year, including the proposed dividend, exceeds the sum of its retained net
income to date during the calendar year and its retained net income over the preceding two years. At December 31, 2021 and 2020, approximately $164.6 million and $194.2 million, respectively, of the total stockholders’ equity of the Bank was
available for payment of dividends to the Company without approval by the OCC. The Bank’s ability to pay dividends also is subject to the Bank being in compliance with regulatory capital requirements. The Bank is currently in compliance with
these requirements. Under the State of Delaware General Corporation Law, the Company may declare and pay dividends either out of accumulated net retained earnings or capital surplus.
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Stock Repurchase Plan
The Company purchased 604,637 shares of its common stock during the year ended December 31, 2021 at an
average price of $35.91 per share under its previously announced share repurchase program. The repurchase program under which these shares were purchased expired on December 31, 2021. On December 20, 2021, the NBT Board of Directors
authorized a repurchase program for the Company to repurchase up to an additional 2,000,000 shares of its outstanding common stock. The plan expires on December 31, 2023.
Recent Accounting Updates
See Note 2 to the consolidated financial statements for a detailed discussion of new accounting pronouncements.
2020 OPERATING RESULTS AS COMPARED TO 2019 OPERATING RESULTS
For similar operating and financial data and
discussion of our results for the year ended December 31, 2020 compared to our results for the year ended December 31, 2019, refer to Item 7, “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” under Part II of our annual report on Form 10-K for the year ended December 31, 2020, which was filed with the SEC on March 1,
2021 and is incorporated herein by reference.
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