UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
(MARK ONE)
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2022
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE TRANSITION PERIOD FROM ________ TO ________.
COMMISSION FILE NUMBER: 0-14703
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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(Address of principal executive office) (Zip Code)
Registrant’s telephone number, including area code: (607 ) 337-2265
Securities registered pursuant to section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Securities registered pursuant to section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Accelerated filer ☐
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Non-accelerated filer ☐
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Smaller reporting company
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Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation
to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit
report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the
filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Based on the closing price of the registrant’s common stock as of June 30, 2022, the aggregate market value of the voting stock, common stock, par value, $0.01 per share, held by non-affiliates of the registrant is $1,558,025,644 .
The number of shares of common stock outstanding as of February 3, 2023,
was 42,901,522 .
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive Proxy Statement for its Annual Meeting of Stockholders to be held on May 16, 2023 are incorporated by reference into Part III, Items 10, 11, 12, 13 and 14 of this Form 10-K.
NBT BANCORP INC.
FORM 10-K – Year Ended December 31, 2022
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PART I
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ITEM 1.
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3
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ITEM 1A.
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16 | |
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ITEM 1B.
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ITEM 2.
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24 | |
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ITEM 3.
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24 | |
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ITEM 4.
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24 | |
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PART II
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ITEM 5.
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24 | |
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ITEM 6.
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ITEM 7.
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ITEM 7A.
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ITEM 8.
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45 | |
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ITEM 9.
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ITEM 9A.
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ITEM 9B.
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ITEM 9C.
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PART III
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ITEM 10.
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ITEM 11.
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97 | |
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ITEM 12.
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ITEM 13.
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97 | |
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ITEM 14.
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97 | |
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PART IV
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ITEM 15.
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ITEM 16.
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PART I
NBT Bancorp Inc. (the “Company”) is a registered financial holding company incorporated in the state of Delaware in 1986, with its principal headquarters located in Norwich, New York. The Company, on
a consolidated basis, at December 31, 2022 had assets of $11.74 billion and stockholders’ equity of $1.17 billion.
The principal assets of the Company consist of all of the outstanding shares of common stock of its subsidiaries, including NBT Bank, National Association (the “Bank”), NBT Financial Services, Inc.
(“NBT Financial”), NBT Holdings, Inc. (“NBT Holdings”), CNBF Capital Trust I, NBT Statutory Trust I, NBT Statutory Trust II, Alliance Financial Capital Trust I and Alliance Financial Capital Trust II (collectively, the “Trusts”). The Company’s
principal sources of revenue are the management fees and dividends it receives from the Bank, NBT Financial and NBT Holdings.
The Company’s business, primarily conducted through the Bank, consists of providing commercial banking, retail banking and wealth management 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 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 condition and operating results of the Company are dependent on its net interest income, which is the difference between the interest and dividend income earned on its earning assets, primarily loans and investments and the
interest expense paid on its interest-bearing liabilities, primarily consisting of deposits and borrowings. Among other factors, net income is also affected by provisions for loan losses and noninterest income, such as service charges on deposit
accounts, card services income, retirement plan administration fees, wealth management revenue including financial services and trust revenue, insurance services, bank owned life insurance income and gains/losses on securities sales, as well as
noninterest expenses, such as salaries and employee benefits, technology and data services, occupancy, professional fees and outside services, office supplies and postage, amortization of intangible assets, loan collection and other real estate
owned (“OREO”) expenses, advertising, Federal Deposit Insurance Corporation (“FDIC”) expenses and other expenses.
NBT Bank, N.A.
The Bank, a full service commercial bank formed in 1856, provides a broad range of financial products to individuals, corporations and municipalities throughout central and upstate New York,
northeastern Pennsylvania, southern New Hampshire, western Massachusetts, Vermont, southern Maine and central Connecticut.
Through its network of branch locations, the Bank offers a wide range of products and services tailored to individuals, businesses and municipalities. Deposit products offered by the Bank include
demand deposit accounts, savings accounts, negotiable order of withdrawal (“NOW”) accounts, money market deposit accounts (“MMDA”) and certificate of deposit (“CD”) accounts. The Bank offers various types of each deposit account to accommodate the
needs of its customers with varying rates, terms and features. Loan products offered by the Bank include indirect and direct consumer loans, home equity loans, mortgages, business banking loans and commercial loans, with varying rates, terms and
features to accommodate the needs of its customers. The Bank also offers various other products and services through its branch network such as trust and investment services and financial planning and life insurance services. In addition to its
branch network, the Bank also offers access to certain products and services electronically through 24-hour online, mobile and telephone channels that enable customers to check balances, make deposits, transfer funds, pay bills, access statements,
apply for loans and access various other products and services.
NBT Financial Services, Inc.
Through NBT Financial Services, the Company operates EPIC Advisors, Inc. (“EPIC”), a retirement plan administrator. EPIC offers services including retirement plan consulting and recordkeeping
services. EPIC’s headquarters are located in Rochester, New York.
NBT Holdings, Inc.
Through NBT Holdings, the Company operates NBT Insurance Agency, LLC (“NBT Insurance”), a full-service insurance agency acquired by the Company on September 1, 2008. NBT Insurance’s headquarters are
located in Norwich, New York. NBT Insurance offers a full array of insurance products, including personal property and casualty, business liability and commercial insurance, tailored to serve the specific insurance needs of individuals as well as
businesses in a range of industries operating in the markets served by the Company.
The Trusts
The Trusts were organized to raise additional regulatory capital and to provide funding for certain acquisitions. CNBF Capital Trust I and NBT Statutory Trust I are Delaware statutory business trusts
formed in 1999 and 2005, respectively, for the purpose of issuing trust preferred securities and lending the proceeds to the Company. In connection with the acquisition of CNB Bancorp, Inc., the Company formed NBT Statutory Trust II in February
2006 to fund the cash portion of the acquisition as well as to provide regulatory capital. In connection with the acquisition of Alliance Financial Corporation (“Alliance”), the Company acquired two statutory trusts, Alliance Financial Capital
Trust I and Alliance Financial Capital Trust II, which were formed in 2003 and 2006, respectively. The Company guarantees, on a limited basis, payments of distributions on the trust preferred securities and payments on redemption of the trust
preferred securities. The Trusts are variable interest entities for which the Company is not the primary beneficiary, as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). In accordance with ASC, the
accounts of the Trusts are not included in the Company’s consolidated financial statements.
Operating Subsidiaries of the Bank
The Bank has three operating subsidiaries, NBT Capital Corp., Broad Street Property Associates, Inc. and NBT Capital Management, Inc. NBT Capital Corp., formed in 1998, is a venture capital
corporation. Broad Street Property Associates, Inc., formed in 2004, is a property management company. NBT Capital Management, Inc., formerly Columbia Ridge Capital Management, Inc., was acquired in 2016 and is a registered investment advisor that
provides investment management and financial consulting services. One operating subsidiary, CNB Realty Trust, formed in 1998, was a real estate investment trust which was dissolved during 2021.
Merger with Salisbury Bancorp, Inc.
On December 5, 2022, the Company entered into an Agreement and Plan of Merger (the “merger agreement”) with Salisbury Bancorp, Inc. (“Salisbury”), Salisbury Bank and Trust Company (“Salisbury Bank”),
and the Bank, pursuant to which the Company will acquire Salisbury. Subject to the terms and conditions of the merger agreement, Salisbury will merge with and into the Company, with the Company as the surviving entity, and immediately thereafter,
Salisbury Bank will merge with and into NBT Bank, with NBT Bank as the surviving bank (the “merger”). Under the terms of the merger agreement, each outstanding share of Salisbury common stock will be converted into the right to receive 0.7450
shares of the Company’s common stock. Salisbury had assets of $1.54 billion at December 31, 2022.
Competition
The financial services industry, including commercial banking, is highly competitive, and we encounter strong competition for deposits, loans and other financial products and services in our market
area. The increasingly competitive environment is the result of the rate environment, changes in regulation, changes in technology and product delivery systems, additional financial service providers and the accelerating pace of consolidation among
financial services providers. The Company competes for loans, deposits and customers with other commercial banks, savings and loan associations, securities and brokerage companies, mortgage companies, insurance companies, finance companies, money
market funds, credit unions and other nonbank financial service providers.
The financial services industry could become even more competitive as a result of legislative, regulatory and technological changes and continued consolidation. Banks, securities firms and insurance
companies can merge under the umbrella of a financial holding company, which can offer virtually any type of financial service, including banking, securities underwriting, insurance (both agency and underwriting) and merchant banking. In addition,
technology has lowered barriers to entry and made it possible for non-banks to offer products and services traditionally provided by banks, such as automatic transfer and automatic payment systems.
Some of the Company’s nonbanking competitors have fewer regulatory constraints and may have lower cost structures. In addition, some of the Company’s competitors have assets, capital and lending
limits greater than that of the Company, have greater access to capital markets and offer a broader range of products and services than the Company. These institutions may have the ability to finance wide-ranging advertising campaigns and may be
able to offer lower rates on loans and higher rates on deposits than the Company can offer. Some of these institutions offer services, such as credit cards and international banking, which the Company does not directly offer.
Various in-state market competitors and out-of-state banks continue to enter or have announced plans to enter or expand their presence in the market areas where the Company currently operates. With
the addition of new financial services providers within our market, the Company expects increased competition for loans, deposits and other financial products and services.
In order to compete with other financial services providers, the Company stresses the community nature of its banking operations and principally relies upon local promotional activities, personal
relationships established by officers, directors and employees with the Company’s customers and specialized services tailored to meet the needs of the communities served. We also offer certain customer services, such as agricultural lending, that
many of our larger competitors do not offer. While the Company’s position varies by market, the Company’s management believes that it can compete effectively as a result of local market knowledge, local decision making and awareness of customer
needs.
The table below summarizes the Bank’s deposits and market share as of June 30, 2022 by the thirty-eight counties of New York, Pennsylvania, New Hampshire, Massachusetts, Vermont, Maine and
Connecticut. Market share is based on deposits of all commercial banks, credit unions, savings and loans associations and savings banks.
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County
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State
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Deposits
in Thousands
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Market Share
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Market
Rank
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Number of
Branches*
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Number of
ATMs*
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||||||||||||||||
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Chenango
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NY
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$
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815,939
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92.59
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%
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1
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11
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12
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||||||||||||||
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Fulton
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NY
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652,866
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67.56
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%
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1
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5
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6
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|||||||||||||||
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Schoharie
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NY
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307,266
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48.36
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%
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1
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4
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4
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|||||||||||||||
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Montgomery
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NY
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436,892
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45.24
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%
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1
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5
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4
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|||||||||||||||
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Hamilton
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NY
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56,988
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43.94
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%
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2
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1
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1
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Cortland
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NY
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367,577
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38.89
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%
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1
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4
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6
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|||||||||||||||
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Otsego
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NY
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513,121
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37.62
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%
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1
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8
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11
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|||||||||||||||
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Essex
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NY
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329,672
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32.77
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%
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1
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3
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4
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|||||||||||||||
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Madison
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NY
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391,727
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31.86
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%
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2
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5
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7
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|||||||||||||||
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Delaware
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NY
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347,797
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28.68
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%
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3
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5
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5
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|||||||||||||||
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Susquehanna
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PA
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273,215
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19.73
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%
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2
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5
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7
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|||||||||||||||
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Broome
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NY
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580,368
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15.61
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%
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2
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7
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9
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Oneida
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NY
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704,944
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14.88
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%
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2
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6
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8
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St. Lawrence
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NY
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229,331
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14.44
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%
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3
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4
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4
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|||||||||||||||
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Pike
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PA
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128,742
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12.82
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%
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4
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2
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2
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Oswego
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NY
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197,469
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10.77
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%
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4
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4
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5
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|||||||||||||||
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Herkimer
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NY
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75,148
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9.22
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%
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5
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1
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1
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|||||||||||||||
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Wayne
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PA
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176,403
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9.12
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%
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4
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3
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4
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|||||||||||||||
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Tioga
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NY
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48,715
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8.72
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%
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4
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1
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1
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|||||||||||||||
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Lackawanna
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PA
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620,344
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7.67
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%
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6
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10
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12
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Schenectady
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NY
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288,903
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7.54
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%
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5
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2
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2
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Clinton
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NY
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135,721
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7.16
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%
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5
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2
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2
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Franklin
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NY
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43,230
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6.02
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%
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4
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1
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1
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Onondaga
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NY
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695,914
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5.30
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%
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6
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10
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10
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|||||||||||||||
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Saratoga
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NY
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292,090
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4.37
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%
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8
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3
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4
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|||||||||||||||
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Warren
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NY
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113,835
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3.98
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%
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4
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2
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2
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|||||||||||||||
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Berkshire
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MA
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181,641
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3.70
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%
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7
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5
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5
|
|||||||||||||||
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Monroe
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PA
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118,254
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3.04
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%
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8
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3
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3
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|||||||||||||||
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Chittenden
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VT
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182,948
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2.99
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%
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7
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3
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4
|
|||||||||||||||
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Cheshire
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NH
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61,989
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2.29
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%
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7
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1
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1
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|||||||||||||||
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Albany
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NY
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371,414
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1.69
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%
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9
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4
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5
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|||||||||||||||
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Greene
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NY
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46,485
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1.53
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%
|
5
|
1
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1
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|||||||||||||||
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Luzerne
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PA
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120,150
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1.48
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%
|
12
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2
|
2
|
|||||||||||||||
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Hillsborough
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NH
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147,083
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0.84
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%
|
12
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2
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2
|
|||||||||||||||
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Rensselaer
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NY
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18,311
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0.67
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%
|
11
|
1
|
1
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|||||||||||||||
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Cumberland
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ME
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35,531
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0.24
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%
|
16
|
1
|
1
|
|||||||||||||||
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Hartford
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CT
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36,894
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0.08
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%
|
21
|
2
|
1
|
|||||||||||||||
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Merrimack
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NH
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2,315
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0.04
|
%
|
16
|
1
|
1
|
|||||||||||||||
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$
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10,147,232
|
140
|
161
|
|||||||||||||||||||
Source: S&P Global Market Intelligence
* Branch and ATM data is as of December 31, 2022.
Data Privacy and Security Practices
The Company’s enterprise security strategy revolves around people, processes and technology. The Company employs a defense in depth strategy, which combines physical control measures with logical
control measures and uses a layered security model to provide end-to-end security of Company and client information. The high-level objective of the information security program is to protect the confidentiality, integrity and availability of all
information assets in our environment. We accomplish this by building our program around six foundational control areas: program oversight and governance, safeguards and controls, security awareness training, service provider oversight, incident
response and business continuity. The Company’s data security and privacy practices follow all applicable laws and regulations including the Gramm-Leach Bliley Act of 2001 (“GLBA”) and applicable privacy laws described under the heading Supervision
and Regulation in this Item 1. Business section.
The controls identified in our enterprise security program are managed by various stakeholders throughout the Company and monitored by the information security team. All employees are required to
complete information security and privacy training when they join the Company and then complete annual online training certification and ad hoc face to face trainings. The Company engages outside consultants to perform periodic audits of our
information and data security controls and processes including penetration testing of the Company’s public facing websites and corporate networks. The Board of Directors requires the Company’s Information Security Officer to report to them the
status of the overall information security and data privacy program on a recurring basis. More information can be located on the Company’s website https://www.nbtbank.com/Personal/Customer-Support/Fraud-Information-Center.
Human Capital Resources
Diversity, Equity and Inclusion
Our commitment to diversity, equity and inclusion (“DEI”) initiatives remains stronger than ever. In 2022 the Company named a full-time Chief Diversity Officer after several years of leaders executing
the responsibility of this role in a shared capacity. With full-time focus, the Chief Diversity Officer will continue to advance our DEI journey with strategies connected to engagement, careers and recruitment, innovation and measurement.
The Company’s DEI strategy has a commitment to enhancing our diversity making us more innovative and effective at meeting the needs of our customers and communities. The Company utilizes a variety of
approaches to maximize diversity within each pool of candidates through both internal and external recruitment practices. It is the Company’s belief that these efforts will provide equitable opportunities and contribute to improved products and
services, better customer engagement and ultimately enhanced stockholder return.
Both grassroots and executive sponsored strategies continue to be critical to our DEI initiatives. Executive sponsored strategies support leadership opportunities with cross functional/geographic
teams, panel discussions and a fireside chat in support of women’s empowerment and being your authentic self and a financial contribution to a community center supporting LGBTQ youth. Our DEI Inclusion Roundtable supports grassroots efforts
focusing on raising awareness of various cultural and diverse interests. NBT Communities is an internal social media forum where employees with similar interests across the footprint can connect and get to know each other around a variety of
topics. In addition, the Inclusion Roundtable launched Coffee and Connections as a way for employees to convene for thirty minutes over coffee in a virtual setting to discuss generational diversity, neurodiversity, travel interests and more.
The Company has a DEI steering committee comprised of members of the executive team, including the Chief Executive Officer. The plan is shared with our Board of Directors, management and employees,
who are often included in implementing specific action items.
More information can be located on the Company’s website at https://www.nbtbank.com/about-us/Diversity-and-Inclusion/.
Investment in Our People
The Company’s focus on investing in our people includes key initiatives to attract, develop and retain our valued employees. Talent acquisition and more importantly, retention, continue to be top
priorities especially in the post-pandemic environment and considering the current challenges in the labor market. An Employee Referral Program was implemented in the third quarter resulting in current employees referring 18% of the new employees
hired in 2022.
While our employee retention rate remains consistently high, significant effort is placed on retaining our valued employees - stay interviews, career planning conversations, an on-going coaching
process, goal setting, individual development plans and enhanced communications all play a part in employee satisfaction. Our 2022 Employee Engagement survey provided insights leading to specific initiatives to enhance future engagement including
clarity around business strategies, decision making and development opportunities. Positive feedback relating to high levels of interaction between managers and employees was received.
The Company offers total rewards that address employees at various stages of their personal lives and careers, including a student loan repayment program, financial wellness programs, undergraduate
and graduate tuition, paid parental leave, more flexibility in work schedules and paid leave benefits and a retirement transition option. The Company’s incentive programs recognize employees at all levels and are designed to motivate employees to
support achievement of company success, with appropriate risk assessment and prevention measures designed to prevent fraud.
Learning and Career Development
The Company’s main priority is to attract and retain top talent by encouraging and promoting internal development. We invested in a variety of development tools and resources for all employees,
including the introduction of LinkedIn Learning Library. The LinkedIn Learning Library is intended to make learning and development accessible to all employees in a concise, easily consumable format that enables employees to get the development
they need to achieve individual career aspirations. In addition to the library, there are distinct training and development programs strategically designed to attract top talent early in their careers and to further foster the growth and retention
of our high potential and emerging leaders. These programs have been designed to meet the objectives outlined in our succession plan. Our Management Development Program aims to attract diverse talent, primarily college seniors by offering
accelerated career advancement and mentoring with senior executives. The Company also offers two programs designed for high potential employees, one for employees with prior professional experience and another one targeted to our more experienced
employees with direct leadership responsibility. Both programs include a mentor, a coach, 360-degree feedback, individual development plans, presentation skill development and increased visibility to executive leadership. The programs accommodate
delivery in both remote and in person learning environments, made possible by utilizing our Microsoft Teams technology which was implemented across the Company to strengthen internal communications, collaboration, and talent development. To support
career development, we employ an internal career manager to work as a liaison with employees and managers. The Company also has a robust annual talent review and succession planning process that includes the Board of Directors and senior
management.
Engaging Employees
The Company seeks to further refine its culture by soliciting employee opinions using engagement surveys. In addition, the Company regularly uses pulse surveys to explore further the sentiments behind
employee well-being, attitudes about remote work, productivity, and work-life balance. A full Engagement Survey was completed in September 2022 to assess the overall level of employee engagement. We were pleased at the high level of engagement and
participation in the survey. Divisional and Corporate actions are being developed to address areas employees suggested would be helpful. The Company believes engaged employees will drive retention, encourage discretionary employee effort, and
ultimately produce better experiences for our customers.
Conduct and Ethics
The Board of Directors and senior management have vigorously endorsed a no-tolerance stance for workplace harassment, biases and unethical behavior. The Company’s values-based Code of Business Conduct
and Ethics is extensively communicated on our website and targeted internal communications platforms. Frequent training specific to managers and employees, regular publication of our whistleblower policy and reporting mechanisms provide framework
to the Company’s motto of: “The right people. Doing the right things. In the right way.”
Community Engagement
The Company is engaged in the communities where we do business and where our employees and directors live and work. We live out our core value of community involvement through investments of both
money and the time of our employees.
Through our active contribution program, administered by market-based committees with representation from all lines of business, the Company contributed nearly $2.0 million in 2022. Our teams’ efforts
to distribute philanthropic resources across our footprint ensure alignment with local needs and support for hundreds of organizations that provide health and human services and promote education, affordable housing, economic development, the arts
and agriculture.
A consistent way that the Company and our employees support our communities across our markets is through giving to United Way chapters in the form of corporate pledges and employee campaign
contributions. In 2022, these commitments resulted in over $365,000 in funding for United Way chapters that provide resources to local organizations offering critical education, financial, food security and health services.
In addition to corporate financial support of community organizations and causes, employees are encouraged and empowered to volunteer and be a resource in their communities. They invest their
financial and other expertise as board members and serve in roles where they offer direct support to those in need by engaging in all manner of volunteer activities. New employees participate in an onboarding experience that includes a community
service activity.
In 2022, the Bank and CEI-Boulos Capital Management, LLC announced the launch of the NBT CEI-Boulos Impact Fund, LLC a $10 million real estate equity investment fund with NBT Bank as the sole
investor. The fund is designed to support individuals and communities with low- and moderate income through investments in high-impact, community supported, commercial real estate projects located within the Bank’s Community Reinvestment Act
assessment areas in New York. A Social Impact Advisory Board was also appointed to review proposed investments based on each project’s social and environmental impact, alignment with community needs and community support. Areas of the fund’s
targeted impact include: projects that support job creation; affordable and workforce housing; Main Street revitalization/historic preservation developments that do not contribute to displacement; developments that serve nonprofit organizations;
and environmentally sustainable real estate developments.
Products
The Company offers a comprehensive array of financial products and services for consumers and businesses with options that are beneficial to unbanked and underbanked individuals. Deposit accounts
include low balance savings and checking options that feature minimal or no monthly service fees, provide assistance rebuilding positive deposit relationships, and assistance for those just starting a new banking relationship. The new NBT iSelect
Account was introduced in 2021 and certified as meeting the Bank On National Account Standards for 2021-2022 and again for 2023-2024. Over 3,200 NBT iSelect Accounts have been opened. These accounts feature no monthly charges for maintenance,
inactivity or dormancy, no overdraft fees and no minimum balance requirement. An enhanced digital banking platform incorporates ready access through online and mobile services to current credit score information and a personal financial management
tool for budget and expense tracking.
The Company is focused on making home ownership accessible to everyone in the communities we serve. Our suite of home lending products features innovative and flexible options, including government
guaranteed programs like Federal Housing Administration (“FHA”) and U.S. Department of Veterans Affairs (“VA”) loans as well as programs developed in-house like our First Home Loan, Habitat for Humanity, Home in the City and Portfolio 97 programs.
Our home lending team includes affordable housing loan originators, and we maintain longstanding relationships with affordable housing agency partners across our banking footprint that offer first-time homebuyer education programs and assistance
with down payments and closing costs.
Environmental
The Company is focused on the environment and committed to business practices and activities that encourage sustainability and minimize our environmental impact. In larger facilities, the Company
conserves energy through the use of building energy management systems and motion sensor lighting controls. In new construction and renovations, the Company incorporates high-efficiency mechanical equipment, LED lighting, and modern building
techniques to reduce our carbon footprint wherever possible. The Company has an ongoing initiative to replace existing lighting with LED lighting to reduce energy consumption.
The Company offers a financing product to homeowners on a national basis which provides an opportunity to power their homes with sustainable solar energy and reduce their carbon footprint at an
affordable price. Services like mobile and online banking, remote deposit capture, electronic loan payments, eStatements and combined statements enable us to support all customers in their efforts to consume less fuel and paper. We continue to
digitize loan origination and deposit account opening processes, reducing trips to the bank and paper documents for our customers. Across our footprint, we host community shred days with multiple confidential document destruction companies to
promote safe document disposal and recycling.
Supervision and Regulation
The Company, the Bank and certain of its non-banking subsidiaries are subject to extensive regulation under federal and state laws. The regulatory framework applicable to bank holding companies and
their subsidiary banks is intended to protect depositors, federal deposit insurance funds and the stability of the U.S. banking system. This system is not designed to protect equity investors in bank holding companies, such as the Company.
Set forth below is a summary of the significant laws and regulations applicable to the Company and its subsidiaries. The description that follows is qualified in its entirety by reference to the full
text of the statutes, regulations and policies that are described. Such statutes, regulations and policies are subject to ongoing review by Congress and state legislatures and federal and state regulatory agencies. A change in any of the statutes,
regulations or regulatory policies applicable to the Company and its subsidiaries could have a material effect on the results of the Company.
In addition to the summary below, the Company continues to monitor any guidance and developments from U.S. federal and state bank regulators related to the coronavirus (“COVID-19”) pandemic.
Overview
The Company is a registered bank holding company and financial holding company under the Bank Holding Company Act of 1956, as amended (the “BHC Act”), and is subject to the supervision of, and regular
examination by, the Board of Governors of the Federal Reserve System (the “Federal Reserve Board” or “FRB”) as its primary federal regulator. The Company is also subject to the jurisdiction of the Securities and Exchange Commission (“SEC”) and is
subject to the disclosure and other regulatory requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as administered by the SEC. The Company’s common stock is listed on the
NASDAQ Global Select market under the ticker symbol, “NBTB,” and the Company is subject to the NASDAQ stock market rules.
The Bank is chartered as a national banking association under the National Bank Act. The Bank is subject to the supervision of, and to regular examination by, the Office of the Comptroller of the
Currency (“OCC”) as its chartering authority and primary federal regulator. The Bank is also subject to the supervision and regulation, to a limited extent, of the FDIC as its deposit insurer. Financial products and services offered by the Company
and the Bank are subject to federal consumer protection laws and implementing regulations promulgated by the Consumer Financial Protection Bureau (“CFPB”). The Company and the Bank are also subject to oversight by state attorneys general for
compliance with state consumer protection laws. The Bank’s deposits are insured by the FDIC up to the applicable deposit insurance limits in accordance with FDIC laws and regulations. The non-bank subsidiaries of the Company and the Bank are
subject to federal and state laws and regulations, including regulations of the FRB and the OCC, respectively.
Since the enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), U.S. banks and financial services firms have been subject to enhanced regulation
and oversight. The Trump administration and its appointees to the federal banking agencies enacted some legislation and took other steps to modify and scale back portions of the Dodd-Frank Act and certain of its implementing regulations. It is not
clear at this time what the effect on the Company would be of any legislation or regulatory changes that may be enacted or implemented by the Biden administration, though major changes are not expected in the near term.
Federal Bank Holding Company Regulation
The Company is a bank holding company as defined by the BHC Act. The BHC Act generally limits the business of the Company to banking, managing or controlling banks and other activities that the FRB
has determined to be so closely related to banking “as to be a proper incident thereto.” The Company has also qualified for and elected to be a financial holding company. Financial holding companies may engage in any activity, or acquire and retain
the shares of a company engaged in any activity, that is either (1) financial in nature or incidental to such financial activity (as determined by the FRB in consultation with the Secretary of the Treasury), or (2) complementary to a financial
activity and that does not pose a substantial risk to the safety and soundness of depository institutions or the financial system (as solely determined by the FRB). If a bank holding company seeks to engage in the broader range of activities
permitted under the BHC Act for financial holding companies, (1) the bank holding company and all of its depository institution subsidiaries must be “well-capitalized” and “well-managed,” as defined in the FRB’s Regulation Y and (2) it must file a
declaration with the FRB that it elects to be a “financial holding company.” In order for a financial holding company to commence any activity that is financial in nature, incidental thereto, or complementary to a financial activity, or to acquire
a company engaged in any such activity permitted by the BHC Act, each insured depository institution subsidiary of the financial holding company must have received a rating of at least “satisfactory” in its most recent examination under the
Community Reinvestment Act of 1977 (the “CRA”). See the section titled “Community Reinvestment Act of 1977” for further information relating to the CRA.
Regulation of Mergers and Acquisitions
The BHC Act, the Bank Merger Act and other federal and state statutes regulate acquisitions of depository institutions and their holding companies. The BHC Act requires prior FRB approval for a bank
holding company to acquire, directly or indirectly, 5% or more of any class of voting securities of a commercial bank or its parent holding company and for a company, other than a bank holding company, to acquire 25% or more of any class of voting
securities of a bank or bank holding company (and sometimes a lower percentage if there are other indications of control). Under the Change in Bank Control Act, any person, including a company, may not acquire, directly or indirectly, control of a
bank without providing 60 days’ prior notice and receiving a non-objection from the appropriate federal banking agency.
Under the Bank Merger Act, prior approval of the OCC is required for a national bank to merge with another bank where the national bank is the surviving bank or to purchase the assets or assume the
deposits of another bank. In reviewing applications seeking approval of merger and acquisition transactions, the federal banking agencies will consider, among other criteria, the competitive effect and public benefits of the transactions, the
capital position of the combined banking organization, the applicant’s performance record under the CRA and the effectiveness of the subject organizations in combating money laundering activities.
As a financial holding company, the Company is permitted to acquire control of non-depository institutions engaged in activities that are financial in nature and in activities that are incidental to
financial activities without prior FRB approval. However, the BHC Act, as amended by the Dodd-Frank Act, requires prior written approval from the FRB or prior written notice to the FRB before a financial holding company may acquire control of a
company with consolidated assets of $10 billion or more.
Capital Distributions
The principal source of the Company’s liquidity is dividends from the Bank. The OCC oversees the ability of the Bank to make capital distributions, including dividends. The OCC generally prohibits a
depository institution from making any capital distributions (including payment of a dividend) or paying any management fee to its parent holding company if the bank would thereafter be undercapitalized. The OCC’s prior approval is required if the
total of all dividends declared by a national bank in any calendar year would exceed the sum of the bank’s net income for that year and its undistributed net income for the preceding two calendar years, less any required transfers to surplus. The
National Bank Act also prohibits national banks from paying dividends that would be greater than the bank’s undivided profits after deducting statutory bad debt in excess of the bank’s allowance for loan losses.
The federal banking agencies have indicated that paying dividends that deplete a bank’s capital base to an inadequate level would be an unsafe and unsound banking practice and that banking
organizations should generally pay dividends only out of current operating earnings. The appropriate federal regulatory authority is authorized to determine, based on the financial condition of a bank holding company or a bank, that the payment of
dividends would be an unsafe or unsound practice and to prohibit such payment.
Affiliate and Insider Transactions
Transactions between the Bank and its affiliates, including the Company, are governed by Sections 23A and 23B of the Federal Reserve Act (the “FRA”) and the FRB’s implementing Regulation W. An
“affiliate” of a bank includes any company or entity that controls, is controlled by or is under common control with such bank. In a bank holding company context, at a minimum, the parent holding company of a bank and companies that are controlled
by such parent holding company, are affiliates of the bank. Generally, Sections 23A and 23B of the FRA are intended to protect insured depository institutions from losses in transactions with affiliates. These sections place quantitative and
qualitative limitations on covered transactions between the Bank and its affiliates and require that all transactions between a bank and its affiliates occur on market terms that are consistent with safe and sound banking practices.
Section 22(h) of the FRA and its implementing Regulation O restricts loans to the Bank’s and its affiliates’ directors, executive officers and principal stockholders (“Insiders”). Under Section 22(h),
loans to Insiders and their related interests may not exceed, together with all other outstanding loans to such persons and affiliated entities, the Bank’s loan-to-one borrower limit. Loans to Insiders above specified amounts must receive the prior
approval of the Bank’s Board of Directors. Further, under Section 22(h) of the FRA, loans to directors, executive officers and principal stockholders must be made on terms substantially the same as offered in comparable transactions to other
persons, except that such Insiders may receive preferential loans made under a benefit or compensation program that is widely available to the Bank’s employees and does not give preference to the Insider over the employees. Section 22(g) of the FRA
places additional limitations on loans to the Bank’s and its affiliates’ executive officers.
Federal Deposit Insurance and Brokered Deposits
The FDIC’s deposit insurance limit is $250,000 per depositor, per insured bank, for each account ownership category, in accordance with applicable FDIC regulations. The Bank’s deposit accounts are
fully insured by the FDIC Deposit Insurance Fund (the “DIF”) up to the deposit insurance limits in accordance with applicable laws and regulations.
The FDIC uses a risk-based assessment system that imposes insurance premiums based upon a risk matrix that takes into account a bank’s capital level and supervisory rating (“CAMELS rating”). The risk
matrix uses different risk categories distinguished by capital levels and supervisory ratings. As a result of the Dodd-Frank Act, the base for deposit insurance assessments is the consolidated average assets less average tangible equity. Assessment
rates are calculated using formulas that take into account the risk of the institution being assessed.
Under FDIC laws and regulations, no FDIC-insured depository institution can accept brokered deposits unless it is well-capitalized or unless it is adequately capitalized and receives a waiver from the
FDIC. Applicable laws and regulations also limits the interest rate that any depository institution that is not well-capitalized may pay on brokered deposits.
Under the Federal Deposit Insurance Act (“FDIA”), the FDIC may terminate deposit insurance upon a finding that the institution has engaged in unsafe and unsound practices, is in an unsafe or unsound
condition to continue operations or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC. The Bank’s management is not aware of any practice, condition or violation that might lead to the termination of its
deposit insurance.
Federal Home Loan Bank System
The Bank is also a member of the Federal Home Loan Bank (“FHLB”) of New York, which provides a central credit facility primarily for member institutions for home mortgage and neighborhood lending. The
Bank is subject to the rules and requirements of the FHLB, including the requirement to acquire and hold shares of capital stock in the FHLB in an amount at least equal to the sum of 0.125% of mortgage related assets at the beginning of each year.
The Bank was in compliance with FHLB rules and requirements as of December 31, 2022.
Debit Card Interchange Fees
The Dodd-Frank Act requires that any interchange transaction fee charged for a debit transaction be reasonable and proportional to the cost incurred by the issuer for the transaction. FRB regulations
mandated by the Dodd-Frank Act limit interchange fees on debit cards to a maximum of 21 cents per transaction plus 5 basis points of the transaction amount. The rule also permits a fraud-prevention adjustment of 1 cent per transaction conditioned
upon an issuer developing, implementing and updating reasonably designed fraud-prevention policies and procedures. Issuers that, together with their affiliates, have less than $10 billion of assets, are exempt from the debit card interchange fee
standards. In addition, FRB regulations prohibit all issuers, including the Company and the Bank, from restricting the number of networks over which electronic debit transactions may be processed to less than two unaffiliated networks.
In December 2020, the OCC, together with the Board of Governors of the Federal Reserve System and the FDIC, issued an interim final rule to temporarily mitigate transition costs related to the
COVID-19 pandemic on community banking organizations with less than $10 billion in total assets as of December 31, 2019. The rule allowed organizations, including the Company, to use assets as of December 31, 2019, to determine the applicability of
various regulatory asset thresholds. During 2020, the Company crossed the $10 billion threshold but elected to delay the regulatory implications of crossing the $10 billion threshold until 2022 for these debit card interchange fee standards. The
Company became subject to the new standards starting in July 2022.
Source of Strength Doctrine
FRB policy requires bank holding companies to act as a source of financial and managerial strength to their subsidiary banks. Section 616 of the Dodd-Frank Act codifies the requirement that bank
holding companies serve as a source of financial strength to their subsidiary depository institutions. A bank holding company’s failure to meet its obligations to serve as a source of strength to its subsidiary banks will generally be considered by
the FRB to be an unsafe and unsound banking practice or a violation of FRB regulations or both. As a result, the Company is expected to commit resources to support the Bank, including at times when the Company may not be in a financial position to
provide such resources. Any capital loan by the Company to the Bank is subordinate in right of payment to deposits and to certain other indebtedness of such subsidiary banks. The U.S. Bankruptcy Code provides that, in the event of a bank holding
company’s bankruptcy, any commitment by the bank holding company to a federal bank regulatory agency to maintain the capital of a subsidiary bank will be assumed by the bankruptcy trustee and entitled to priority of payment.
In addition, under the National Bank Act, if the Bank’s capital stock is impaired by losses or otherwise, the OCC is authorized to require payment of the deficiency by assessment upon the Company. If
the assessment is not paid within three months, the OCC could order a sale of Bank stock held by the Company to cover any deficiency.
The CARES Act and Initiatives Related to COVID-19
In response to the COVID-19 pandemic, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was signed into law on March 27, 2020 to provide national emergency economic relief measures.
Many of the CARES Act’s programs are dependent upon the direct involvement of U.S. financial institutions, such as the Company and the Bank, and have been implemented through rules and guidance adopted by federal departments and agencies, including
the U.S. Department of Treasury, the Federal Reserve and other federal banking agencies, including those with direct supervisory jurisdiction over the Company and the Bank. Furthermore, as the ongoing COVID-19 pandemic evolves, federal regulatory
authorities continue to issue additional guidance with respect to the implementation, lifecycle, and eligibility requirements for the various CARES Act programs as well as industry-specific recovery procedures for the COVID-19 pandemic. In
addition, it is possible that Congress will enact supplementary COVID-19 response legislation, including amendments to the CARES Act or new bills comparable in scope to the CARES Act. The Company continues to assess the impact of the CARES Act and
other statutes, regulations and supervisory guidance related to the COVID-19 pandemic. The CARES Act, as extended by certain provisions of the Consolidated Appropriations Act of 2021, also initially permitted banks to suspend requirements under
generally accepted accounting principles in the United States of America (“GAAP”) for loan modifications to borrowers affected by COVID-19 that would otherwise have been characterized as troubled debt restructurings and suspended any determination
related thereto if (i) the borrower was not more than 30 days past due as of December 31, 2019, (ii) the modifications were related to COVID-19, and (iii) the modification occurred between March 1, 2020 and January 1, 2022. Federal bank regulatory
authorities also issued guidance to encourage banks to make loan modifications for borrowers affected by COVID-19.
Paycheck Protection Program
Section 1102 of the CARES Act created the Paycheck Protection Program (“PPP”), a program that was administered by the Small Business Administration (“SBA”) to provide loans to small businesses for
payroll and other basic expenses during the COVID-19 pandemic. The PPP ended on May 31, 2021. The Company participated in the PPP as a lender. These loans are eligible to be forgiven if certain conditions are satisfied and are fully guaranteed by
the SBA. Additionally, loan payments are deferred for the first six months of the loan term. No collateral or personal guarantees were required. Neither the government nor lenders are permitted to charge the recipients any fees. As a participating
lender in the PPP, the Bank continues to monitor legislative, regulatory, and supervisory developments related thereto.
Temporary Regulatory Capital Relief Related to Impact of CECL
Concurrent with enactment of the CARES Act, in March 2020, the OCC, the Board of Governors of the Federal Reserve System, and the FDIC published an interim final rule to delay the estimated impact on
regulatory capital stemming from the implementation of Accounting Standards Updates 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“CECL”).
The interim final rule maintains the three-year transition option in the previous rule and provides banks the option to delay for two years an estimate of CECL’s effect on regulatory capital, relative to the incurred loss methodology’s effect on
regulatory capital, followed by a three-year transition period (five-year transition option). The Company adopted the capital transition relief over the permissible five-year period.
Capital Adequacy
In July 2013, the FRB, the OCC and the FDIC approved final rules (the “Capital Rules”) that established a new capital framework for U.S. banking organizations. The Capital Rules generally implement
the Basel Committee on Banking Supervision’s (the “Basel Committee”) December 2010 final capital framework referred to as “Basel III” for strengthening international capital standards. The Capital Rules revise the definitions and the components of
regulatory capital, as well as address other issues affecting the numerator in banking institutions’ regulatory capital ratios. The Capital Rules also address asset risk weights and other matters affecting the denominator in banking institutions’
regulatory capital ratios and replace the existing general risk-weighting approach with a more risk-sensitive approach.
The Capital Rules: (1) require a capital measure called “Common Equity Tier 1” (“CET1”) and related regulatory capital ratio of CET1 to risk-weighted assets; (2) specify that Tier 1 capital consists
of CET1 and “Additional Tier 1 capital” instruments meeting certain revised requirements; (3) mandate that most deductions/adjustments to regulatory capital measures be made to CET1 and not to the other components of capital; and (4) expand the
scope of the deductions from and adjustments to capital as compared to existing regulations. Under the Capital Rules, for most banking organizations, including the Company, the most common form of Additional Tier 1 capital is non-cumulative
perpetual preferred stock and the most common forms of Tier 2 capital are subordinated notes and a portion of the allocation for loan losses, in each case, subject to the Capital Rules’ specific requirements.
Pursuant to the Capital Rules, the minimum capital ratios as of January 1, 2015 are:
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4.5% CET1 to risk-weighted assets;
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6.0% Tier 1 capital (CET1 plus Additional Tier 1 capital) to risk-weighted assets;
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8.0% Total capital (Tier 1 capital plus Tier 2 capital) to risk-weighted assets; and
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4.0% Tier 1 capital to average consolidated assets as reported on consolidated financial statements (known as the “leverage ratio”).
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The Capital Rules also require a “capital conservation buffer,” composed entirely of CET1, on top of these minimum risk-weighted asset ratios. The capital conservation buffer is designed to absorb
losses during periods of economic stress. Banking institutions with a ratio of CET1 to risk-weighted assets above the minimum but below the capital conservation buffer will face constraints on dividends, equity and other capital instrument
repurchases and compensation based on the amount of the shortfall. The capital conservation buffer was phased in incrementally until when, on January 1, 2019, the capital conservation buffer was fully phased in, resulting in the capital standards
applicable to the Company and the Bank including an additional capital conservation buffer of 2.5% of CET1, and effectively resulting in minimum ratios inclusive of the capital conservation buffer of (1) CET1 to risk-weighted assets of at least 7%,
(2) Tier 1 capital to risk-weighted assets of at least 8.5% and (3) Total capital to risk-weighted assets of at least 10.5%. The risk-weighting categories in the Capital Rules are standardized and include a risk-sensitive number of categories,
depending on the nature of the assets, generally ranging from 0% for U.S. government and agency securities, to 600% for certain equity exposures and resulting in higher risk weights for a variety of asset classes. The Capital Rules provide for a
number of deductions from and adjustments to CET1.
In addition, under the prior general risk-based capital rules, the effects of accumulated other comprehensive income or loss (“AOCI”) items included in stockholders’ equity (for example,
marks-to-market of securities held in the available for sale (“AFS”) portfolio) under GAAP were excluded for the purposes of determining regulatory capital ratios. Under the Capital Rules, the effects of certain AOCI items are not excluded;
however, banking organizations not using the advanced approaches, including the Company and the Bank, were permitted to make a one-time permanent election to continue to exclude these items in January 2015. The Capital Rules also preclude certain
hybrid securities, such as trust preferred securities issued after May 19, 2010, from inclusion in bank holding companies’ Tier 1 capital.
Management believes that the Company is in compliance with the targeted capital ratios.
Prompt Corrective Action and Safety and Soundness
Pursuant to Section 38 of the FDIA, federal banking agencies are required to take “prompt corrective action” (“PCA”) should an insured depository institution fail to meet certain capital adequacy
standards. At each successive lower capital category, an insured depository institution is subject to more restrictions and prohibitions, including restrictions on growth, restrictions on interest rates paid on deposits, restrictions or
prohibitions on payment of dividends and restrictions on the acceptance of brokered deposits. Furthermore, if an insured depository institution is classified in one of the undercapitalized categories, it is required to submit a capital restoration
plan to the appropriate federal banking agency and the holding company must guarantee the performance of that plan. Based upon its capital levels, a bank that is classified as well-capitalized, adequately capitalized or undercapitalized, may be
treated as though it were in the next lower capital category if the appropriate federal banking agency, after notice and opportunity for hearing, determines that an unsafe or unsound condition or an unsafe or unsound practice, warrants such
treatment.
For purposes of PCA, to be: (1) well-capitalized, an insured depository institution must have a total risk based capital ratio of at least 10%, a Tier 1 risk based capital ratio of at least 8%, a CET1
risk based capital ratio of at least 6.5%, and a Tier 1 leverage ratio of at least 5%; (2) adequately capitalized, an insured depository institution must have a total risk based capital ratio of at least 8%, a Tier 1 risk based capital ratio of at
least 6%, a CET1 risk based capital ratio of at least 4.5%, and a Tier 1 leverage ratio of at least 4%; (3) undercapitalized, an insured depository institution would have a total risk based capital ratio of less than 8%, a Tier 1 risk based capital
ratio of less than 6%, a CET1 risk based capital ratio of less than 4.5%, and a Tier 1 leverage ratio of less than 4%; (4) significantly undercapitalized, an insured depository institution would have a total risk based capital ratio of less than
6%, a Tier 1 risk based capital ratio of less than 4%, a CET1 risk based capital ratio of less than 3%, and a Tier 1 leverage ratio of less than 3%.; (5) critically undercapitalized, an insured depository institution would have a ratio of tangible
equity to total assets that is less than or equal to 2%. At December 31, 2022, the Bank qualified as “well-capitalized” under applicable regulatory capital standards.
Bank holding companies and insured depository institutions may also be subject to potential enforcement actions of varying levels of severity by the federal banking agencies for unsafe or unsound
practices in conducting their business or for violation of any law, rule, regulation, condition imposed in writing by the agency or term of a written agreement with the agency. In more serious cases, enforcement actions may include the issuance of
directives to increase capital; the issuance of formal and informal agreements; the imposition of civil monetary penalties; the issuance of a cease and desist order that can be judicially enforced; the issuance of removal and prohibition orders
against officers, directors and other institution−affiliated parties; the termination of the insured depository institution’s deposit insurance; the appointment of a conservator or receiver for the insured depository institution; and the
enforcement of such actions through injunctions or restraining orders based upon a judicial determination that the FDIC, as receiver, would be harmed if such equitable relief was not granted.
Volcker Rule
Section 619 of the Dodd-Frank Act, commonly known as the Volcker Rule, restricts the ability of banking entities from: (1) engaging in “proprietary trading” and (2) investing in or sponsoring certain
covered funds, subject to certain limited exceptions. Under the Economic Growth, Regulatory Reform and Consumer Protection Act (“EGRRCPA”), depository institutions and their holding companies with less than $10 billion in assets, are excluded from
the prohibitions of the Volcker Rule. During 2020, the Company crossed the $10 billion threshold, accordingly, we are subject to the Volcker Rule again. Given the Company’s size and the scope of its activities, the implementation of the Volcker
Rule did not have a significant effect on its consolidated financial statements.
Depositor Preference
The FDIA provides that, in the event of the “liquidation or other resolution” of an insured depository institution, the claims of depositors of the institution, including the claims of the FDIC as
subrogee of insured depositors and certain claims for administrative expenses of the FDIC as a receiver, will have priority over other general unsecured claims against the institution. If an insured depository institution fails, insured and
uninsured depositors, along with the FDIC, will have priority in payment ahead of unsecured, non-deposit creditors, including the parent bank holding company, with respect to any extensions of credit they have made to such insured depository
institution.
Consumer Protection and CFPB Supervision
The Dodd-Frank Act centralized responsibility for consumer financial protection by creating the CFPB, an independent agency charged with responsibility for implementing, enforcing and examining
compliance with federal consumer financial laws. The Company grew its asset base in excess of $10 billion in 2020. The Company is now subject to the CFPB’s examination authority with regard to compliance with federal consumer financial laws and
regulations, in addition to the OCC as the primary regulatory of the Bank. Under the Dodd-Frank Act, state attorneys general are empowered to enforce rules issued by the CFPB.
The Company is subject to federal consumer financial statutes and the regulations promulgated thereunder including, but not limited to:
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the Truth-In-Lending Act, governing disclosures of credit terms to consumer borrowers;
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the Equal Credit Opportunity Act (“ECOA”), prohibiting discrimination in connection with the extension of credit;
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the Home Mortgage Disclosure Act (“HMDA”), requiring home mortgage lenders, including the Bank, to make available to the public expanded information regarding the pricing of home mortgage loans, including the
“rate spread” between the annual percentage rate and the average prime offer rate for mortgage loans of a comparable type;
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the Fair Credit Reporting Act (“FCRA”), governing the provision of consumer information to credit reporting agencies and the use of consumer information; and
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the Fair Debt Collection Practices Act, governing the manner in which consumer debts may be collected by collection agencies.
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The Bank’s failure to comply with any of the consumer financial laws can result in civil actions, regulatory enforcement action by the federal banking agencies and the U.S. Department of Justice.
USA PATRIOT Act
The Bank Secrecy Act (“BSA”), as amended by the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA PATRIOT Act”), imposes
obligations on U.S. financial institutions, including banks and broker-dealer subsidiaries, to implement policies, procedures and controls which are reasonably designed to detect and report instances of money laundering and the financing of
terrorism. Financial institutions also are required to respond to requests for information from federal banking agencies and law enforcement agencies. Information sharing among financial institutions for the above purposes is encouraged by an
exemption granted to complying financial institutions from the privacy provisions of the GLBA and other privacy laws. Financial institutions that hold correspondent accounts for foreign banks or provide private banking services to foreign
individuals are required to take measures to avoid dealing with certain foreign individuals or entities, including foreign banks with profiles that raise money laundering concerns and are prohibited from dealing with foreign “shell banks” and
persons from jurisdictions of particular concern. The primary federal banking agencies and the Secretary of the Treasury have adopted regulations to implement several of these provisions. Since May 11, 2018, the Bank has been required to comply
with the Customer Due Diligence Rule, which clarified and strengthened the existing obligations for identifying new and existing customers and explicitly included risk-based procedures for conducting ongoing customer due diligence. All financial
institutions also are required to establish internal anti-money laundering programs. The effectiveness of a financial institution in combating money laundering activities is a factor to be considered in any application submitted by the financial
institution under the Bank Merger Act. The Company has a BSA and USA PATRIOT Act board-approved compliance program commensurate with its risk profile.
Identity Theft Prevention
The FCRA’s Red Flags Rule requires financial institutions with covered accounts (e.g., consumer bank accounts and loans) to develop, implement and administer an identity theft prevention program. This
program must include reasonable policies and procedures to detect suspicious patterns or practices that indicate the possibility of identity theft, such as inconsistencies in personal information or changes in account activity.
Office of Foreign Assets Control Regulation
The United States government has imposed economic sanctions that affect transactions with designated foreign countries, nationals and others. These are typically known as the “OFAC” rules based on
their administration by the U.S. Treasury Department Office of Foreign Assets Control (“OFAC”). The OFAC-administered sanctions targeting countries take many different forms. Generally, they contain one or more of the following elements: (1)
restrictions on trade with or investment in a sanctioned country, including prohibitions against direct or indirect imports from and exports to a sanctioned country and prohibitions on “U.S. persons” engaging in financial transactions relating to
making investments in or providing investment-related advice or assistance to a sanctioned country; and (2) a blocking of assets in which the government or specially designated nationals of the sanctioned country have an interest, by prohibiting
transfers of property subject to U.S. jurisdiction (including property in the possession or control of U.S. persons). Blocked assets (property and bank deposits) cannot be paid out, withdrawn, set off or transferred in any manner without a license
from OFAC. Failure to comply with these sanctions could have serious legal and reputational consequences.
Financial Privacy and Data Security
The Company and the Bank are subject to federal laws, including the GLBA and certain state laws containing consumer privacy protection provisions. These provisions limit the ability of banks and other
financial institutions to disclose nonpublic information about consumers to affiliated and non-affiliated third parties and limit the reuse of certain consumer information received from nonaffiliated financial institutions. These provisions require
notice of privacy policies to clients and, in some circumstances, allow consumers to prevent disclosure of certain nonpublic personal information to affiliates or non-affiliated third parties by means of “opt out” or “opt in” authorizations.
The GLBA requires that financial institutions implement comprehensive written information security programs that include administrative, technical and physical safeguards to protect consumer
information. Further, pursuant to interpretive guidance issued under the GLBA and certain state laws, financial institutions are required to notify clients of security breaches resulting in unauthorized access to their personal information. The
Bank follows all GLBA obligations.
The Bank is also subject to data security standards, privacy and data breach notice requirements, primarily those issued by the OCC. The federal banking agencies, through the Federal Financial
Institutions Examination Council, have adopted guidelines to encourage financial institutions to address cyber security risks and identify, assess and mitigate these risks, both internally and at critical third party services providers.
Community Reinvestment Act of 1977
The Bank has a responsibility under the CRA, as implemented by OCC regulations, to help meet the credit needs of the communities it serves, including low- and moderate-income neighborhoods. The CRA
does not establish specific lending requirements or programs for financial institutions nor does it limit an institution’s discretion to develop the types of products and services that it believes are best suited to its particular community,
consistent with the CRA. Regulators periodically assess the Bank’s record of compliance with the CRA. The Bank’s failure to comply with the CRA could, at a minimum, result in regulatory restrictions on its activities and the activities of the
Company. The Bank’s most current CRA rating was “Satisfactory.”
Future Legislative Initiatives
Congress, state legislatures and financial regulatory agencies may introduce various legislative and regulatory initiatives that could affect the financial services industry, generally. Such
initiatives may include proposals to expand or contract the powers of bank holding companies and/or depository institutions or proposals to substantially change the financial institution regulatory system. Such legislation could change banking
statutes and the operating environment of the Company in substantial and unpredictable ways. If enacted, such legislation could increase or decrease the cost of doing business, limit or expand permissible activities or affect the competitive
balance among banks, savings associations, credit unions and other financial institutions. The Company cannot predict whether any such legislation will be enacted, and, if enacted, the effect that it or any implementing regulations would have on
the financial condition or results of operations of the Company. A change in statutes, regulations or regulatory policies applicable to the Company or any of its subsidiaries could have a material effect on the business of the Company.
Employees
At December 31, 2022, the Company had 1,861 full-time equivalent employees. The Company’s employees are not presently represented by any collective bargaining group.
Available Information
The Company’s website is http://www.nbtbancorp.com. The Company makes available free of charge through its website its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on
Form 8-K and any amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act. We also make available through our
website other reports filed with or furnished to the SEC under the Exchange Act, including our proxy statements and reports filed by officers and directors under Section 16(a) of that Act, as well as our Code of Business Conduct and Ethics and
other codes/committee charters. The references to our website do not constitute incorporation by reference of the information contained in the website and such information should not be considered part of this document.
This Annual Report on Form 10-K and other reports filed with the SEC are available on the SEC’s website, which contains reports, proxy and information statements and other information regarding
issuers that file electronically with the SEC. The SEC’s website address is www.sec.gov.
| ITEM 1A. |
RISK FACTORS
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There are risks inherent to the Company’s business. The material risks and uncertainties that management believes affect the Company are described below. Any of the following risks could affect the
Company’s financial condition and results of operations and could be material and/or adverse in nature. You should consider all of the following risks together with all of the other information in this Annual Report on Form 10-K.
Risks Related to our Business and Industry
The Company may be adversely affected by conditions in the financial markets and economic conditions generally.
The economy in the United States and globally has experienced volatility in recent years and may continue to do so for the foreseeable future, particularly as a result of the COVID-19 pandemic. There
can be no assurance that economic conditions will not worsen. Unfavorable or uncertain economic conditions can be caused by declines in economic growth, business activity or investor or business confidence, limitations on the availability or
increases in the cost of credit and capital, increases in inflation or interest rates, the timing and impact of changing governmental policies, natural disasters, epidemics and pandemics (including COVID-19), terrorist attacks, acts of war or a
combination of these or other factors. A worsening of business and economic conditions could have adverse effects on our business, including the following:
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investors may have less confidence in the equity markets in general and in financial services industry stocks in particular, which could place downward pressure on the Company’s stock price and resulting market
valuation;
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consumer and business confidence levels could be lowered and cause declines in credit usage and adverse changes in payment patterns, causing increases in delinquencies and default rates;
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the Company’s ability to assess the creditworthiness of its customers may be impaired if the models and approaches the Company uses to select, manage and underwrite its customers become less predictive of future
behaviors;
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the Company could suffer decreases in demand for loans or other financial products and services or decreased deposits or other investments in accounts with the Company;
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demand for and income received from the Company’s fee-based services could decline;
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customers of the Company’s trust and benefit plan administration business may liquidate investments, which together with lower asset values, may reduce the level of assets under management and administration and
thereby decrease the Company’s investment management and administration revenues;
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competition in the financial services industry could intensify as a result of the increasing consolidation of financial services companies in connection with current market conditions or otherwise; and
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the value of loans and other assets or collateral securing loans may decrease.
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As economic conditions relating to the COVID-19 pandemic have improved, the Federal Reserve has shifted its focus to limiting inflationary and other potentially adverse effects of the extensive
pandemic-related government stimulus, which signals the potential for a continued period of economic uncertainty even though the pandemic has subsided. In addition, there are continuing concerns related to, among other things, the level of U.S.
government debt and fiscal actions that may be taken to address that debt, a potential resurgence of economic and political tensions with China and the Russian invasion of Ukraine, all of which may have a destabilizing effect on financial markets
and economic activity. Economic pressure on consumers and overall economic uncertainty may result in changes in consumer and business spending, borrowing and saving habits. These economic conditions and/or other negative developments in the
domestic or international credit markets or economies may significantly affect the markets in which we do business, the value of our loans and investments, and our ongoing operations, costs and profitability. Declines in real estate values and
sales volumes and high unemployment or underemployment may also result in higher than expected loan delinquencies, increases in our levels of nonperforming and classified assets and a decline in demand for our products and services. These negative
events may cause us to incur losses and may adversely affect our capital, liquidity and financial condition.
Deterioration in local economic conditions may negatively impact our financial performance.
The Company’s success depends primarily on the general economic conditions in central and upstate New York, northeastern Pennsylvania, southern New Hampshire, western Massachusetts, Vermont, southern
Maine, central Connecticut and the specific local markets in which the Company operates. Unlike larger national or other regional banks that are more geographically diversified, the Company provides banking and financial services to customers
primarily in the upstate New York areas of Norwich, Syracuse, Oneonta, Amsterdam-Gloversville, Albany, Binghamton, Utica-Rome, Plattsburgh, Glens Falls and Ogdensburg-Massena, the northeastern Pennsylvania areas of Scranton and Wilkes-Barre,
Berkshire County, Massachusetts, southern New Hampshire, Vermont, southern Maine and central Connecticut. The local economic conditions in these areas have a significant impact on the demand for the Company’s products and services as well as the
ability of the Company’s customers to repay loans, the value of the collateral securing loans and the stability of the Company’s deposit funding sources.
A downturn in our local economies could cause significant increases in nonperforming loans, which could negatively impact our earnings. Declines in real estate values in our market areas could cause
any of our loans to become inadequately collateralized, which would expose us to greater risk of loss. Additionally, a decline in real estate values could result in the decline of originations of such loans, as most of our loans and the collateral
securing our loans are located in those areas.
Severe weather, flooding and other effects of climate change and other natural disasters could adversely affect our financial condition, results of operations or
liquidity.
Our branch locations and our customers’ properties may be adversely impacted by flooding, wildfires, high winds and other effects of severe weather conditions that may be caused or exacerbated by
climate change. These events can force property closures, result in property damage and/or result in delays in expansion, development or renovation of our properties and those of our customers. Even if these events do not directly impact our
properties or our customers’ properties, they may impact us and our customers through increased insurance, energy or other costs. In addition, changes in laws or regulations, including federal, state or city laws, relating to climate change could
result in increased capital expenditures to improve the energy efficiency of our branch locations and/or our customers’ properties.
Variations in interest rates could adversely affect our results of operations and financial condition.
The Company’s earnings and financial condition, like that of most financial institutions, are largely dependent upon net interest income, which is the difference between interest earned from loans and
investments and interest paid on deposits and borrowings. The narrowing of interest rate spreads could adversely affect the Company’s earnings and financial condition. The Company cannot predict with certainty, or control, changes in interest
rates. Regional and local economic conditions and the policies of regulatory authorities, including monetary policies of the FRB, affect rates and, therefore, interest income and interest expense. In order to address rising inflation, the FRB
raised interest rates in 2022 and may continue to do so; however, the magnitude of any such further increase is not currently known. High interest rates could also affect the amount of loans that the Company can originate because higher rates could
cause customers to apply for fewer mortgages or cause depositors to shift funds from accounts that have a comparatively lower cost to accounts with a higher cost. The Company may also experience customer attrition due to competitor pricing on both
deposits and loans. If the cost of interest-bearing deposits increases at a rate greater than the yields on interest-earning assets increase, net interest income will be negatively affected. Changes in the asset and liability mix may also affect
net interest income. Similarly, lower interest rates cause higher yielding assets to prepay and floating or adjustable rate assets to reset to lower rates. If the Company is not able to reduce its funding costs sufficiently, due to either
competitive factors or the maturity schedule of existing liabilities, then the Company’s net interest margin will decline.
Any substantial or unexpected change in, or prolonged change in market interest rates could have a material adverse effect on the Company’s financial condition and results of operations. See the
section captioned “Net Interest Income” in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and Item 7A. Quantitative and Qualitative Disclosure About Market Risk located elsewhere in this report for
further discussion related to the Company’s management of interest rate risk.
Our lending, and particularly our emphasis on commercial lending, exposes us to the risk of losses upon borrower default.
As of December 31, 2022, approximately 50% of the Company’s loan portfolio consisted of commercial and industrial, agricultural, commercial construction and commercial real estate loans. These types
of loans generally expose a lender to greater risk of non-payment and loss than residential real estate loans because repayment of the loans often depends on the successful operation of the property, the income stream of the borrowers and, for
construction loans, the accuracy of the estimate of the property’s value at completion of construction and the estimated cost of construction. Such loans typically involve larger loan balances to single borrowers or groups of related borrowers
compared to residential real estate loans. Because the Company’s loan portfolio contains a significant number of commercial and industrial, agricultural, construction and commercial real estate loans with relatively large balances, the
deterioration of one or a few of these loans could cause a significant increase in nonperforming loans. An increase in nonperforming loans could result in a net loss of earnings from these loans, an increase in the provision for loan losses and/or
an increase in loan charge-offs, all of which could have a material adverse effect on the Company’s financial condition and results of operations. See the section captioned “Loans” in Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations located elsewhere in this report for further discussion related to our commercial and industrial, agricultural, construction and commercial real estate loans.
Our allowance for loan losses may not be sufficient to cover actual loan losses, which could have a material adverse effect on our business, financial condition
and results of operations.
The Company maintains an allowance for loan losses, which is an allowance established through a provision for loan losses charged to expense, that represents management’s best estimate of expected
credit losses within the existing portfolio of loans. The allowance, in the judgment of management, is necessary to reserve for estimated loan losses and risks inherent in the loan portfolio. The determination of the appropriate level of the
allowance for loan losses inherently involves a high degree of subjectivity and requires the Company to make significant estimates of current credit risks, forecast economic conditions and future trends, all of which may undergo material changes.
Changes in economic conditions affecting borrowers, new information regarding existing loans, identification of additional problem loans and other factors, both within and outside of the Company’s control, may require an increase in the allowance
for loan losses. Bank regulatory agencies periodically review the Company’s allowance for loan losses and may require an increase in the provision for loan losses or the recognition of further loan charge-offs, based on judgments different from
those of management. In addition, if charge-offs in future periods exceed the allowance for loan losses, the Company may need additional provisions to increase the allowance for loan losses. These potential increases in the allowance for loan
losses would result in a decrease in net income and, possibly, capital and may have a material adverse effect on the Company’s financial condition and results of operations. See the section captioned “Risk Management – Credit Risk” in Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations located elsewhere in this report for further discussion related to the Company’s process for determining the appropriate level of the allowance for loan losses.
Management expects that the CECL model may create more volatility in the level of our allowance for loan losses from quarter to quarter as changes in the level of allowance for loan losses will be dependent upon, among other things, macroeconomic
forecasts and conditions, loan portfolio volumes and credit quality.
Strong competition within our industry and market area could adversely affect our performance and slow our growth.
The Company faces substantial competition in all areas of its operations from a variety of different competitors, many of which are larger and may have more financial resources. Such competitors
primarily include national, regional and community banks within the various markets in which the Company operates. Additionally, various banks continue to enter or have announced plans to enter the market areas in which the Company currently
operates. The Company also faces competition from many other types of financial institutions, including, without limitation, savings and loans, credit unions, finance companies, brokerage firms, insurance companies and other financial
intermediaries. The financial services industry could continue to become even more competitive as a result of legislative, regulatory and technological changes and continued consolidation. Technology has lowered barriers to entry and made it
possible for non-banks to offer products and services traditionally provided by banks, such as automatic transfer and automatic payment systems. Many of the Company’s competitors have fewer regulatory constraints and may have lower cost structures.
Additionally, due to their size, many competitors may be able to achieve economies of scale and, as a result, may offer a broader range of products and services as well as better pricing for those products and services than the Company can.
The Company’s ability to compete successfully depends on a number of factors, including, among other things:
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the ability to develop, maintain and build upon long-term customer relationships based on top quality service, high ethical standards and safe, sound assets;
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the ability to expand the Company’s market position;
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the scope, relevance and pricing of products and services offered to meet customer needs and demands;
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the rate at which the Company introduces new products, services and technologies relative to its competitors;
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customer satisfaction with the Company’s level of service;
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industry and general economic trends; and
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the ability to attract and retain talented employees.
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Failure to perform in any of these areas could significantly weaken the Company’s competitive position, which could adversely affect the Company’s growth and profitability, which, in turn, could have
a material adverse effect on the Company’s financial condition and results of operations.
The Company is subject to liquidity risk, which could adversely affect net interest income and earnings.
The purpose of the Company’s liquidity management is to meet the cash flow obligations of its customers for both deposits and loans. The primary liquidity measurement the Company utilizes is called
basic surplus, which captures the adequacy of the Company’s 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. However, competitive pressure on deposit pricing could result in a decrease in the Company’s deposit base or an
increase in funding costs. In addition, liquidity will come under additional pressure if loan growth exceeds deposit growth. These scenarios could lead to a decrease in the Company’s basic surplus measure to an amount below the minimum policy level
of 5%. To manage this risk, the Company has the ability to purchase brokered time deposits, borrow against established borrowing facilities with other banks (Federal funds) and enter into repurchase agreements with investment companies. Depending
on the level of interest rates applicable to these alternatives, the Company’s net interest income, and therefore earnings, could be adversely affected. See the section captioned “Liquidity Risk” in Item 7.
Our ability to service our debt, pay dividends and otherwise pay our obligations as they come due is substantially dependent on capital distributions from our
subsidiaries.
The Company is a separate and distinct legal entity from its subsidiaries. It receives substantially all of its revenue from dividends from its subsidiaries. These dividends are the principal source
of funds to pay dividends on the Company’s common stock and interest and principal on the Company’s debt. Various federal and/or state laws and regulations limit the amount of dividends that the Bank may pay to the Company. In addition, the
Company’s right to participate in a distribution of assets upon a subsidiary’s liquidation or reorganization is subject to the prior claims of the subsidiary’s creditors. In the event the Bank is unable to pay dividends to the Company, the Company
may not be able to service debt, pay obligations or pay dividends on the Company’s common stock. The inability to receive dividends from the Bank could have a material adverse effect on the Company’s business, financial condition and results of
operations.
A reduction in the Company’s credit rating could adversely affect our business and/or the holders of our securities.
The credit rating agency rating our indebtedness regularly evaluates the Company and the Bank. Credit ratings are based on a number of factors, including our financial strength and ability to generate
earnings, as well as factors not entirely within our control, including conditions affecting the financial services industry generally and the economy and changes in rating methodologies. There can be no assurance that the Company will maintain our
current credit ratings. A downgrade of the credit ratings of the Company or the Bank could adversely affect our access to liquidity and capital, significantly increase our cost of funds, and decrease the number of investors and counterparties
willing to lend to the Company or purchase our securities. This could affect our growth, profitability, and financial condition, including liquidity.
The Company relies on third parties to provide key components of its business infrastructure.
The Company relies on third parties to provide key components for its business operations, such as data processing and storage, recording and monitoring transactions, online banking interfaces and
services, internet connections and network access. While the Company selects these third party vendors carefully, it does not control their actions. Any problems caused by these third parties, including those resulting from breakdowns or other
disruptions in communication services provided by a vendor, failure of a vendor to handle current or higher volumes, cyber-attacks and security breaches at a vendor, failure of a vendor to provide services for any reason or poor performance of
services by a vendor, could adversely affect the Company’s ability to deliver products and services to its customers and otherwise conduct its business. Financial or operational difficulties of a third party vendor could also hurt the Company’s
operations if those difficulties interfere with the vendor’s ability to serve the Company. Replacing these third party vendors also could create significant delays and expense that adversely affect the Company’s business and performance.
There are substantial risks and uncertainties associated with the introduction or expansion of lines of business or new products and services within existing
lines of business.
From time to time, the Company may implement new lines of business or offer new products and services within existing lines of business. There are substantial risks and uncertainties associated with
these efforts, particularly in instances where the markets are not fully developed. In developing and marketing new lines of business and/or new products and services, the Company may invest significant time and resources. Initial timetables for
the introduction and development of new lines of business and/or new products or services may not be achieved and price and profitability targets may not prove attainable. External factors, such as compliance with regulations, competitive
alternatives and shifting market preferences, may also impact the successful implementation of a new line of business or a new product or service. Furthermore, any new line of business and/or new product or service could have a significant impact
on the effectiveness of the Company’s system of internal controls. Failure to successfully manage these risks in the development and implementation of new lines of business or new products or services could have a material adverse effect on the
Company’s business, results of operations and financial condition.
Risks Related to Legal, Governmental and Regulatory Changes
We are subject to extensive government regulation and supervision, which may interfere with our ability to conduct our business and may negatively impact our
financial results.
We are subject to extensive federal and state regulation and supervision. Banking regulations are primarily intended to protect depositors’ funds, the DIF and the safety and soundness of the banking
system as a whole, not stockholders. These regulations affect the Company’s lending practices, capital structure, investment practices, dividend policy and growth, among other things. Congress and federal regulatory agencies continually review
banking laws, regulations and policies for possible changes. Changes to statutes, regulations or regulatory policies, including changes in interpretation or implementation of statutes, regulations or policies, could affect the Company in
substantial and unpredictable ways. Such changes could subject the Company to additional costs, limit the types of financial services and products the Company may offer and/or limit the pricing the Company may charge on certain banking services,
among other things. Compliance personnel and resources may increase our costs of operations and adversely impact our earnings.
Failure to comply with laws, regulations or policies could result in sanctions by regulatory agencies, civil money penalties and/or reputation damage, which could have a material adverse effect on our
business, financial condition and results of operations. While the Company has policies and procedures designed to prevent any such violations, there can be no assurance that such violations will not occur. See the section captioned “Supervision
and Regulation” in Item 1. Business of this report for further information.
We are subject to heightened regulatory requirements because we now exceed $10 billion in total consolidated assets.
As of December 31, 2022, we had total assets of approximately $11.74 billion. The Dodd-Frank Act, including the Durbin Amendment, and its implementing regulations impose enhanced supervisory
requirements on bank holding companies with more than $10 billion in total consolidated assets. For bank holding companies with more than $10 billion in total consolidated assets, such requirements include, among other things:
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applicability of Volcker Rule requirements and restrictions;
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increased capital, leverage, liquidity and risk management standards;
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examinations by the CFPB for compliance with federal consumer financial protection laws and regulations; and
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limits on interchange fees from debit cards transactions.
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The EGRRCPA, which was enacted in 2018, amended the Dodd-Frank Act to raise the $10 billion stress testing threshold to $250 billion, among other things. The federal financial regulators issued final
rules in 2019 to increase the threshold for these stress testing requirements from $10 billion to $250 billion, consistent with the EGRRCPA.
We expect that our regulators will consider our compliance with these regulatory requirements that now apply to us (in addition to regulatory requirements that applied to us previously) when examining
our operations or considering any request for regulatory approval. We may, therefore, incur associated compliance costs and may be required to maintain compliance procedures.
Failure to comply with these new requirements may negatively impact the results of our operations and financial condition. To ensure compliance, we will be required to invest significant resources,
which may necessitate hiring additional personnel and implementing additional internal controls. These additional compliance costs may have a material adverse effect on our business, results of operations and financial condition.
Replacement of the LIBOR benchmark interest rate could adversely affect our business, financial condition, and results of operations.
In 2017, the United Kingdom’s Financial Conduct Authority (“FCA”), which regulates the London Interbank Offered Rate (“LIBOR”), announced that the FCA intends to stop persuading or
compelling banks to submit the rates required to calculate LIBOR after 2021. This announcement indicates that the continuation of LIBOR on the current basis cannot and will not be guaranteed after 2021. The U.S. bank regulators issued a Statement on LIBOR Transition on November 30, 2020 and subsequent guidance encouraging banks to transition away from U.S. Dollar (USD) LIBOR by December 31, 2021 at
the latest for new contracts. LIBOR is currently anticipated to be fully phased out by June 30, 2023. The Alternative Reference Rates Committee (“ARRC”) has proposed that the Secured Overnight Financing Rate (“SOFR”) is the rate that
represents best practice as the alternative to LIBOR for use in derivatives and other financial contracts that are currently indexed to LIBOR. ARRC has proposed a paced market transition plan to SOFR from LIBOR and organizations are currently
working on industry wide and company specific transition plans as it relates to derivatives and cash markets exposed to LIBOR. The Company is in the process of transitioning legacy LIBOR loans to SOFR by June 30, 2023.
We have a significant number of loans, derivative contracts, borrowings and other financial instruments with attributes that are either directly or indirectly dependent on LIBOR. The transition from
LIBOR, or any changes or reforms to the determination or supervision of LIBOR, could have an adverse impact on the market for or value of any LIBOR-linked securities, loans, and other financial obligations or extensions of credit held by or due to
us, could create considerable costs and additional risk and could have an adverse impact on our overall financial condition or results of operations. Since proposed alternative rates are calculated differently, payments under contracts referencing
new rates will differ from those referencing LIBOR. The transition will change our market risk profiles, requiring changes to risk and pricing models, valuation tools, product design and hedging strategies. Furthermore, failure to adequately manage
this transition process with our customers could adversely impact our reputation.
Our controls and procedures may fail or be circumvented, which may result in a material adverse effect on our business.
Management regularly reviews and updates our internal controls, disclosure controls and procedures and corporate governance policies and procedures. Any system of controls, however well designed and
operated, is based in part on certain assumptions and can provide only reasonable, not absolute, assurances that the objectives of the system are met. Any failure or circumvention of the controls and procedures or failure to comply with regulations
related to controls and procedures could have a material adverse effect on our business, results of operations and financial condition.
We may be held responsible for environmental liabilities with respect to properties to which we obtain title, resulting in significant financial loss.
A significant portion of our loan portfolio at December 31, 2022 was secured by real estate. In the course of our business, we may foreclose and take title to real estate and could be subject to
environmental liabilities with respect to these properties. We may be held liable to a government entity or to third parties for property damage, personal injury, investigation and clean-up costs incurred by these parties in connection with
environmental contamination or may be required to clean up hazardous or toxic substances, or chemical releases at a property. The costs associated with investigation and remediation activities could be substantial. In addition, if we are the owner
or former owner of a contaminated site, we may be subject to common law claims by third parties based on damages and costs resulting from environmental contamination emanating from the property. These costs and claims could adversely affect our
business, results of operations, financial condition and liquidity.
We may be adversely affected by the soundness of other financial institutions including the FHLB of New York.
Our ability to engage in routine funding transactions could be adversely affected by the actions and commercial soundness of other financial institutions. Financial services companies are interrelated
as a result of trading, clearing, counterparty or other relationships. We have exposure to many different industries and counterparties and we routinely execute transactions with counterparties in the financial services industry, including brokers
and dealers, commercial banks, investment banks, mutual and hedge funds and other institutional clients. As a result, defaults by, or even rumors or questions about, one or more financial services companies, or the financial services industry
generally, have led to market-wide liquidity problems and could lead to losses or defaults by us or by other institutions. Many of these transactions expose us to credit risk in the event of default of our counterparty or client. In addition, our
credit risk may be exacerbated if the collateral held by us cannot be realized or is liquidated at prices not sufficient to recover the full amount of the loan or derivative exposure due us. There is no assurance that any such losses would not
materially and adversely affect our business, financial condition or results of operations.
The Company owns common stock of FHLB of New York in order to qualify for membership in the FHLB system, which enables it to borrow funds under the FHLB of New York’s advance program. The carrying
value and fair market value of our FHLB of New York common stock was $26.8 million as of December 31, 2022. There are 11 branches of the FHLB, including New York, which are jointly liable for the consolidated obligations of the FHLB system. To the
extent that one FHLB branch cannot meet its obligations to pay its share of the system’s debt, other FHLB branches can be called upon to make the payment. Any adverse effects on the FHLB of New York could adversely affect the value of our
investment in its common stock and negatively impact our results of operations.
Provisions of our certificate of incorporation and bylaws, as well as Delaware law and certain banking laws, could delay or prevent a takeover of us by a third
party.
Provisions of the Company’s certificate of incorporation and bylaws, the corporate law of the State of Delaware and state and federal banking laws, including regulatory approval requirements, could
delay, defer or prevent a third party from acquiring the Company, despite the possible benefit to the Company’s stockholders, or otherwise adversely affect the market price of the Company’s common stock. These provisions include supermajority
voting requirements for certain business combinations and advance notice requirements for nominations for election to the Company’s Board of Directors and for proposing matters that stockholders may act on at stockholder meetings. In addition, the
Company is subject to Delaware law, which among other things prohibits the Company from engaging in a business combination with any interested stockholder for a period of three years from the date the person became an interested stockholder unless
certain conditions are met. These provisions may discourage potential takeover attempts, discourage bids for the Company’s common stock at a premium over market price or adversely affect the market price of and the voting and other rights of the
holders of the Company’s common stock. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors other than candidates nominated by the Board.
The Company has risk related to legal proceedings.
The Company is involved in judicial, regulatory, and arbitration proceedings concerning matters arising from our business activities and fiduciary responsibilities. The Company establishes reserves
for legal claims when payments associated with the claims become probable and the costs can be reasonably estimated. We may still incur legal costs for a matter even if a reserve is not established. In addition, the actual cost of resolving a legal
claim may be substantially higher than any amounts reserved for that matter. The ultimate resolution of a pending or future legal proceeding, depending on the remedy sought and granted, could materially adversely affect our results of operations
and financial condition.
Risks Related to Cybersecurity and Data Privacy
The Company faces operational risks and cybersecurity risks associated with incidents which have the potential to disrupt our operations, cause material harm to
our financial condition, result in misappropriation of assets, compromise confidential information and/or damage our business relationships and cannot guarantee that the steps we and our service providers take in response to these risks will be
effective.
We depend upon data processing, communication systems, and information exchange on a variety of platforms and networks and over the internet to conduct business operations. In addition, we rely on the
services of a variety of vendors to meet our data processing and communication needs. Although we require third party providers to maintain certain levels of security, such providers remain vulnerable to breaches, security incidents, system
unavailability or other malicious attacks that could compromise sensitive information. The risk of experiencing security incidents and disruptions, particularly through cyber-attacks or cyber intrusions has generally increased as the number,
intensity and sophistication of attempted attacks and intrusions by organized crime, hackers, terrorists, nation-states, activists and other external parties has increased. These security incidents may result in disruption of our operations;
material harm to our financial condition, cash flows and the market price of our common stock; misappropriation of assets; compromise or corruption of confidential information; liability for information or assets stolen during the incident;
remediation costs; increased cybersecurity and insurance costs; regulatory enforcement; litigation; and damage to our stakeholder and customer relationships.
Moreover, in the normal course of business, we and our service providers collect and retain certain personal information provided by our customers, employees and vendors. If this information gets
mishandled, misused, improperly accessed, lost or stolen, we could suffer significant financial, business, reputational, regulatory or other harm. These risks may increase as we continue to increase and expand our usage of web-based products and
applications.
These risks require continuous and likely increasing attention and resources from us to, among other actions, identify and quantify potential cybersecurity risks, and upgrade and expand our
technologies, systems and processes to adequately address the risk. We provide on-going training for our employees to assist them in detecting phishing, malware and other malicious schemes. Such attention diverts time and resources from other
activities and, while we have implemented policies and procedures designed to maintain the security and integrity of the information we and our service providers collect on our and their computer systems, there can be no assurance that our efforts
will be effective. Likewise, while we have implemented security measures to prevent unauthorized access to personal information and prevent or limit the effect of possible incidents, we can provide no assurance that a security breach or disruption
will not be successful or damaging, or, if any such breach or disruption does occur, that it can be sufficiently or timely remediated.
Even the most well protected information, networks, systems and facilities remain potentially vulnerable because the techniques used in such attempted security breaches evolve and generally are not
recognized until launched against a target, and in some cases are designed not to be detected and, in fact, may not be detected. Accordingly, we may be unable to anticipate these techniques or to implement adequate security barriers or other
preventative measures, and thus it is impossible for us to entirely mitigate this risk.
The Company may be adversely affected by fraud.
As a financial institution, the Company is inherently exposed to operational risk in the form of theft and other fraudulent activity by employees, customers and other third parties targeting the
Company and/or the Company’s customers or data. Such activity may take many forms, including check fraud, electronic fraud, wire fraud, phishing, social engineering and other dishonest acts. Although the Company devotes substantial resources to
maintaining effective policies and internal controls to identify and prevent such incidents, given the increasing sophistication of possible perpetrators, the Company may experience financial losses or reputational harm as a result of fraud.
We continually encounter technological change and the failure to understand and adapt to these changes could have a material adverse impact on our business.
The financial services industry is continually undergoing rapid technological change with frequent introductions of new technology-driven products and services. The effective use of technology
increases efficiency and enables financial institutions to serve customers better and to reduce costs. The Company’s future success depends, in part, upon its ability to address the needs of its customers by using technology to provide products and
services that will satisfy customer demands, as well as to create additional efficiencies in the Company’s operations. Many of the Company’s competitors have substantially greater resources to invest in technological improvements. The Company may
not be able to effectively implement new technology-driven products and services or be successful in marketing these products and services to its customers. Failure to successfully keep pace with technological changes affecting the financial
services industry could have a material adverse impact on the Company’s business and, in turn, the Company’s financial condition and results of operations.
Risks Related to an Investment in the Company’s Securities
There may be future sales or other dilution of the Company’s equity, which may adversely affect the market price of the Company’s stock.
The Company is not restricted from issuing additional common stock, including any securities that are convertible into or exchangeable for, or that represent the right to receive, common stock. The
Company also grants shares of common stock to employees and directors under the Company’s incentive plan each year. The issuance of any additional shares of the Company’s common stock or preferred stock or securities convertible into, exchangeable
for or that represent the right to receive common stock or the exercise of such securities could be substantially dilutive to stockholders of the Company’s common stock. Holders of the Company’s common stock have no preemptive rights that entitle
such holders to purchase their pro rata share of any offering of shares of any class or series. Because the Company’s decision to issue securities in any future offering will depend on market conditions, its acquisition activity and other factors,
the Company cannot predict or estimate the amount, timing or nature of its future offerings. Thus, the Company’s stockholders bear the risk of the Company’s future offerings reducing the market price of the Company’s common stock and diluting their
stock holdings in the Company.
Risks Related to the Merger
The merger is subject to a number of conditions, including the receipt of consents and approvals from governmental authorities, that may delay the merger or
adversely impact the Company’s and Salisbury’s ability to complete the merger.
The completion of the merger is subject to the satisfaction or waiver of a number of conditions. Before the merger may be completed, various approvals, waivers and/or consents must be obtained from
state and federal governmental authorities, including the FRB, the OCC and the Connecticut Department of Banking (“CTDOB”). Satisfying the requirements of these governmental authorities may delay the date of completion of the merger. In addition,
these governmental authorities may include conditions on the completion of the merger, or require changes to the terms of the merger. While it is currently anticipated that the merger will be completed promptly following the receipt of all required
regulatory approvals, there can be no assurance that the conditions to closing will be satisfied in a timely manner or at all, or that no effect, event, development or change will transpire that could delay or prevent these conditions from being
satisfied or impose additional costs on or limit the revenues of the Company following the merger, any of which might have a material adverse effect on the Company following the merger. The parties are not obligated to complete the merger should
any regulatory approval contain a condition, restriction or requirement that our Board of Directors reasonably determines in good faith would, individually or in the aggregate, materially reduce the benefits of the merger to such a degree that the
Company would not have entered into the merger agreement had such condition, restriction or requirement been known at the date of the merger agreement.
The Company and Salisbury cannot provide any assurances with respect to the timing of the closing of the merger, whether the merger will be completed at all or when Salisbury stockholders would
receive the consideration for the merger, if at all.
Failure to complete the merger could negatively impact the stock price of the Company and its future business and financial results.
Completion of the merger is subject to the satisfaction or waiver of a number of conditions, including approval by Salisbury stockholders of the merger. The Company cannot guarantee when or if these
conditions will be satisfied or that the merger will be successfully completed. The consummation of the merger may be delayed, the merger may be consummated on terms different than those contemplated by the merger agreement, or the merger may not
be consummated at all. If the merger is not completed, the ongoing business of the Company may be adversely affected, and the Company and will be subject to several risks, including the following:
| ● |
the Company could incur substantial costs relating to the proposed merger, such as legal, accounting, financial advisor, filing, printing and mailing fees; and
|
| ● |
the Company’s management’s and employees’ attention may be diverted from their day-to-day business and operational matters as a result of efforts relating to attempting to consummate the merger.
|
In addition, if the merger is not completed, the Company may experience negative reactions from the financial markets, and the Company may experience negative reactions from its customers and
employees. The Company also could be subject to litigation related to any failure to complete the merger or to enforcement proceedings commenced against the Company to perform its obligations under the merger agreement. If the merger is not
completed, the Company and Salisbury cannot assure their respective stockholders that the risks described above will not materialize and will not materially affect the business and financial results of the Company or the stock price of the Company.
The integration of the Company and Salisbury will present significant challenges that may result in the combined business not operating as effectively as
expected or in the failure to achieve some or all of the anticipated benefits of the transaction.
The benefits and synergies expected to result from the proposed transaction will depend in part on whether the operations of Salisbury can be integrated in a timely and efficient manner with those of
the Company. The Company will face challenges in consolidating its functions with those of Salisbury, and integrating the organizations, procedures and operations of the two businesses. The integration of the Company and Salisbury will be complex
and time-consuming, and the management of both companies will have to dedicate substantial time and resources to it. These efforts could divert management’s focus and resources from serving existing customers or other strategic opportunities and
from day-to-day operational matters during the integration process. Failure to successfully integrate the operations of the Company and Salisbury could result in the failure to achieve some of the anticipated benefits from the transaction,
including cost savings and other operating efficiencies, and the Company may not be able to capitalize on the existing relationships of Salisbury to the extent anticipated, or it may take longer, or be more difficult or expensive than expected to
achieve these goals. This could have an adverse effect on the business, results of operations, financial condition or prospects of the Company and/or the Bank after the transaction.
Unanticipated costs relating to the merger could reduce our future earnings per share.
The Company has incurred substantial legal, accounting, financial advisory and other costs, and management has devoted considerable time and effort in connection with the merger. If the merger is not
completed, the Company will bear certain fees and expenses associated with the merger without realizing the benefits of the merger. If the merger is completed, the Company expects to incur substantial expenses in connection with integrating the
business, operations, network, systems, technologies, policies and procedures of the two companies. The fees and expenses may be significant and could have an adverse impact on the Company’s results of operations.
The Company believes that it has reasonably estimated the likely costs of integrating the operations of the Company and Salisbury, and the incremental costs of operating as a combined company.
However, it is possible that unexpected transaction costs such as taxes, fees or professional expenses or unexpected future operating expenses such as increased personnel costs or increased taxes, as well as other types of unanticipated adverse
developments, could have a material adverse effect on the results of operations and financial condition of the combined company. If unexpected costs are incurred, the merger could have a dilutive effect on the Company’s earnings per share. In other
words, if the merger is completed, the earnings per share of our common stock could be less than anticipated or even less than if the merger had not been completed.
Following the merger, the Company may not continue to pay dividends at or above the rate currently paid.
Following the merger, our stockholders may not receive dividends at the same rate that they did as stockholders of the Company prior to the merger for various reasons, including the following:
| ● |
we may not have enough cash to pay such dividends due to changes in its cash requirements, capital spending plans, cash flow or financial position;
|
| ● |
decisions on whether, when and in what amounts to make any future dividends will remain at all times entirely at the discretion of our Board of Directors, which reserves the right to change our dividend practices
at any time and for any reason; and
|
| ● |
the amount of dividends that our subsidiaries may distribute to us may be subject to restrictions imposed by state law and restrictions imposed by the terms of any current or future indebtedness that these
subsidiaries may incur.
|
Our stockholders will have no contractual or other legal right to dividends that have not been declared by our Board of Directors.
General Risks
The risks presented by acquisitions could adversely affect our financial condition and results of operations.
The business strategy of the Company has included and may continue to include growth through acquisition. Any future acquisitions will be accompanied by the risks commonly encountered in acquisitions.
These risks may include, among other things:
| ● |
exposure to potential asset quality issues of the acquired business;
|
| ● |
potential exposure to unknown or contingent liabilities of the acquired business;
|
| ● |
our ability to realize anticipated cost savings;
|
| ● |
the difficulty of integrating operations and personnel and the potential loss of key employees;
|
| ● |
the potential disruption of our or the acquired company’s ongoing business in such a way that could result in decreased revenues or the inability of our management to maximize our financial and strategic position;
|
| ● |
the inability to maintain uniform standards, controls, procedures and policies; and
|
| ● |
the impairment of relationships with the acquired company’s employees and customers as a result of changes in ownership and management.
|
We cannot provide any assurance that we will be successful in overcoming these risks or any other problems encountered in connection with acquisitions. Our inability to overcome these risks could have
an adverse effect on the achievement of our business strategy and results of operations.
We rely on our management and other key personnel, and the loss of any of them may adversely affect our operations.
We are and will continue to be dependent upon the services of our executive management team. In addition, we will continue to depend on our ability to retain and recruit key client relationship
managers. The unexpected loss of services of any key management personnel, or the inability to recruit and retain qualified personnel in the future, could have an adverse effect on our business and financial condition.
| ITEM 1B. |
UNRESOLVED STAFF COMMENTS
|
None.
| ITEM 2. |
PROPERTIES
|
The Company owns its headquarters located at 52 South Broad Street, Norwich, New York 13815. In addition, as of December 31, 2022 the Company has 140 branch locations, of which 61 are leased from
third parties. The Company owns all other banking premises.
The Company believes that its offices are sufficient for its present operations and that all properties are adequately covered by insurance.
| ITEM 3. |
LEGAL PROCEEDINGS
|
There are no material legal proceedings, other than ordinary litigation incidental to the business, to which the Company or any of its subsidiaries is a party or of which any of their property is
subject.
| ITEM 4. |
MINE SAFETY DISCLOSURES
|
None.
PART II
| ITEM 5. |
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
Market Information
The common stock of the Company, par value $0.01 per share (the “Common Stock”), is quoted on the NASDAQ Global Select Market under the symbol “NBTB.” The closing price of the Common Stock on February
3, 2023 was $41.34. As of February 3, 2023, there were 5,114 stockholders of record of Common Stock. No unregistered securities were sold by the Company during the year ended December 31, 2022.
Stock Performance Graph
The following stock performance graph compares the cumulative total stockholder return (i.e., price change, reinvestment of cash dividends and stock dividends received) on our Common Stock against the
cumulative total return of the NASDAQ Stock Market (U.S. Companies) Index and the KBW Regional Bank Index (Peer Group). The stock performance graph assumes that $100 was invested on December 31, 2017. The graph further assumes the reinvestment of
dividends into additional shares of the same class of equity securities at the frequency with which dividends are paid on such securities during the relevant fiscal year. The yearly points marked on the horizontal axis correspond to December 31 of
that year. We calculate each of the referenced indices in the same manner. All are market-capitalization-weighted indices, so companies judged by the market to be more important (i.e., more valuable) count for more in all indices.
|
Period Ending
|
||||||||||||||||||||||||
|
Index
|
12/31/17
|
12/31/18
|
12/31/19
|
12/31/20
|
12/31/21
|
12/31/22
|
||||||||||||||||||
|
NBT Bancorp
|
$
|
100.00
|
$
|
96.48
|
$
|
116.34
|
$
|
95.26
|
$
|
117.77
|
$
|
136.65
|
||||||||||||
|
KBW Regional Bank Index
|
$
|
100.00
|
$
|
82.51
|
$
|
102.20
|
$
|
93.33
|
$
|
127.53
|
$
|
118.71
|
||||||||||||
|
NASDAQ Composite Index
|
$
|
100.00
|
$
|
97.18
|
$
|
132.88
|
$
|
192.74
|
$
|
235.56
|
$
|
158.97
|
||||||||||||
Source: Bloomberg, L.P.
Dividends
The Company depends primarily upon dividends from subsidiaries for a substantial part of the Company’s revenue. Accordingly, the ability to pay dividends to stockholders depends primarily upon the
receipt of dividends or other capital distributions from the subsidiaries. Payment of dividends to the Company from the Bank is subject to certain regulatory and other restrictions. Under Office of the Comptroller of the Currency (“OCC”)
regulations, the Bank may pay dividends to the Company without prior regulatory approval so long as it meets its applicable regulatory capital requirements before and after payment of such dividends and its total dividends do not exceed its net
income to date over the calendar year plus retained net income over the preceding two years. At December 31, 2022, the Bank was in compliance with all applicable minimum capital requirements and had the ability to pay dividends of $145.3 million to
the Company without the prior approval of the OCC.
If the capital of the Company is diminished by depreciation in the value of its property or by losses, or otherwise, to an amount less than the aggregate amount of the capital represented by the
issued and outstanding stock of all classes having a preference upon the distribution of assets, no dividends may be paid out of net profits until the deficiency in the amount of capital represented by the issued and outstanding stock of all
classes having a preference upon the distribution of assets has been repaired. See the section captioned “Supervision and Regulation” in Item 1. Business and Note 15 to the consolidated financial statements included in Item 8. Financial Statements
and Supplementary Data, which are located elsewhere in this report.
Stock Repurchase
The Company purchased 400,000 shares of its common stock during 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. The Company did not purchase any shares of its common stock during the fourth quarter
of 2022.
| ITEM 6. |
[RESERVED]
|
| 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.
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:
| ● |
net income of $152.0 million, or $3.52 diluted earnings per share;
|
| ● |
noninterest income of $155.6 million, down 1.4% from 2021; represents 30% of total revenues;
|
| ● |
period end loans were $8.15 billion, up 8.7% (10.2% excluding Paycheck Protection Program (“PPP”) loans);
|
| ● |
strong credit quality metrics including net charge-offs of 0.11% and allowance for loan losses to total loans at 1.24%;
|
| ● |
book value per share of $27.38 at December 31, 2022; tangible book value per share was $20.65(1) at December 31, 2022.
|
| (1) |
Non-GAAP measure - Refer to non-GAAP reconciliation below.
|
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.
| ● |
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.
|
| ● |
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”).
|
| ● |
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.
|
| ● |
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).
|
| ● |
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
|
||||||
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:
| ● |
Excess liquidity in the banking system has significantly decreased:
|
| 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;
|
| 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;
|
| 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.
|
| ● |
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:
|
| ο |
this spike to inflation has had a significant impact on current and expected Federal Reserve Monetary Policy;
|
| 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.
|
| ● |
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 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.
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
|
||||||||||||||||||||||||||||||
| (1) |
Securities are shown at average amortized cost.
|
| (2) |
For purposes of these computations, nonaccrual loans and loans held for sale are included in the average loan balances outstanding.
|
| (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.
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
|
||||||||||
| (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.
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
|
||||||||||||
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
|
%
|
||||||||||||||||||||
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
|
|||
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
|
||||||
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
|
%
|
||||||||||||||||||
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.
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.
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
|
%
|
||||||
| * |
2020 includes an adjustment of $3.0 million as a result of our January 1, 2020, adoption of Accounting Standards Codification (“ASC”) 326.
|
|
**
|
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.
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.
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.
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.
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.
| ITEM 7A. |
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
|
Interest rate risk is the most significant market risk affecting the Company. Other types of market risk, such as foreign currency exchange rate risk and commodity price risk, do not arise in the
normal course of the Company’s business activities or are immaterial to the results of operations.
Interest rate risk is defined as an exposure to a movement in interest rates that could have an adverse effect on the Company’s net interest income. Net interest income is susceptible to interest rate
risk to the degree that interest-bearing liabilities mature or reprice on a different basis than earning assets. When interest-bearing liabilities mature or reprice more quickly than earning assets in a given period, a significant increase in
market rates of interest could adversely affect net interest income. Similarly, when earning assets mature or reprice more quickly than interest-bearing liabilities, falling interest rates could result in a decrease in net interest income.
To manage the Company’s exposure to changes in interest rates, management monitors the Company’s interest rate risk. Management’s Asset Liability Committee (“ALCO”) meets monthly to review the
Company’s interest rate risk position and profitability and to recommend strategies for consideration by the Board of Directors. Management also reviews loan and deposit pricing and the Company’s securities portfolio, formulates investment and
funding strategies and oversees the timing and implementation of transactions to assure attainment of the Board’s objectives in the most effective manner. Notwithstanding the Company’s interest rate risk management activities, the potential for
changing interest rates is an uncertainty that can have an adverse effect on net income.
In adjusting the Company’s asset/liability position, the Board and management aim to manage the Company’s interest rate risk while minimizing net interest margin compression. At times, depending on
the level of general interest rates, the relationship between long and short-term interest rates, market conditions and competitive factors, the Board and management may determine to increase the Company’s interest rate risk position somewhat in
order to increase its net interest margin. The Company’s results of operations and net portfolio values remain vulnerable to changes in interest rates and fluctuations in the difference between long and short-term interest rates.
The primary tool utilized by the ALCO to manage interest rate risk is earnings at risk modeling (interest rate sensitivity analysis). Information, such as principal balance, interest rate, maturity
date, cash flows, next repricing date (if needed) and current rates are uploaded into the model to create an ending balance sheet. In addition, the ALCO makes certain assumptions regarding prepayment speeds for loans and mortgage related investment
securities along with any optionality within the deposits and borrowings. The model is first run under an assumption of a flat rate scenario (e.g., no change in current interest rates) with a static balance sheet. Three additional models are run in
which a gradual increase of 200 bps, a gradual increase of 100 bps and a gradual decrease of 200 bps takes place over a 12-month period with a static balance sheet. Under these scenarios, assets subject to prepayments are adjusted to account for
faster or slower prepayment assumptions. Any investment securities or borrowings that have callable options embedded in them are handled accordingly based on the interest rate scenario. The resulting changes in net interest income are then measured
against the flat rate scenario. The Company also runs other interest rate scenarios to highlight potential interest rate risk.
In the declining rate scenario, net interest income is projected to decrease when compared to the forecasted net interest income in the flat rate scenario through the simulation period. The decrease
in net interest income is a result of earning assets repricing and rolling over at lower yields at a faster pace than interest-bearing liabilities decline and/or reach their floors. In the rising rate scenarios, net interest income is projected to
experience an increase from the flat rate scenario; however, the potential impact on earnings may be affected by the ability to lag deposit repricing on NOW, savings, money market deposit accounts and time accounts. Net interest income for the next
twelve months in the +200/+100/-200 bp scenarios, as described above, is within the internal policy risk limits of not more than a 7.5% reduction in net interest income. The following table summarizes the percentage change in net interest income in
the rising and declining rate scenarios over a 12-month period from the forecasted net interest income in the flat rate scenario using the December 31, 2022 balance sheet position:
Interest Rate Sensitivity Analysis
|
Change in interest rates
(in bps points)
|
Percent change in
net interest income
|
||||
|
+200
|
2.83
|
%
|
|||
|
+100
|
1.60
|
%
|
|||
|
-200
|
(3.99
|
%)
|
|||
The Company anticipates that the trajectory of net interest income will continue to depend significantly on the timing and path of short to mid-term interest rates which are heavily driven by
inflationary pressures and FOMC monetary policy. In response to the economic impact of the pandemic, the federal funds rate was reduced to near zero in March 2020, term interest rates fell sharply across the yield curve and the Company reduced
deposit rates. Post-pandemic, inflationary pressures have resulted in a higher overall yield curve, Fed Funds increases of 425 bps in 2022 and expectations for continued increases to short-term interest rates in 2023. With deposit rates coming
off their historic lows, the Company will focus on managing deposit expense in a rising rate environment while allowing assets to reprice upward.
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
NBT Bancorp Inc.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of NBT Bancorp Inc. and subsidiaries (the Company) as of December 31, 2022 and 2021, the
related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes (collectively, the consolidated financial
statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of
the years in the three-year period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal
control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued
by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 1, 2023 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our
audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable
basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was
communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex
judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion
on the critical audit matter or on the accounts or disclosures to which it relates.
Allowance for credit losses – loans evaluated on a collective basis
As discussed in Notes 1 and 6 to the consolidated financial statements, the Company’s allowance for credit losses on loans evaluated on a
collective basis (the collective ACL on loans) was $100.8 million of a total allowance for credit losses of $100.8 million as of December 31, 2022. The collective ACL on loans includes the measure of expected credit losses on a collective (pooled)
basis for class segments of loans that share similar risk characteristics. The Company uses a discounted cash flow methodology where the respective quantitative allowance for each segment is measured by comparing the amortized cost to the present
value of expected principal, interest and recovery cash flows projected using an econometric, probability of default (PD) and loss given default (LGD) modeling methodology. The Company uses PD regression models to develop the PD, and LGD models to
develop the LGD, using historical credit loss experience for both the Company and segment-specific selected peers. The application of these models incorporates multiple weighted external economic forecasts for the economic variables over the
reasonable and supportable forecast period. After the reasonable and supportable forecast period, the Company reverts to long-term average economic variables over a reversion period on a straight-line basis. Contractual cash flows over the
contractual life of the loans are the basis for expected principal, interest and recovery cash flows, adjusted for modeled defaults and expected prepayments and discounted at the loan-level effective interest rate. After quantitative considerations,
the Company applies additional qualitative adjustments, giving consideration to the effects of limitations inherent in the quantitative model, so that the collective ACL is reflective of the estimate of lifetime losses that exist in the loan
portfolio at the balance sheet date.
We identified the assessment of the collective ACL on loans as a critical audit matter. A high degree of audit effort, including
specialized skills and knowledge, and subjective and complex auditor judgment was involved in the assessment of the collective ACL on loans due to significant measurement uncertainty. Specifically, the assessment encompassed the evaluation of the
collective ACL on loans methodology, including the methods and models used to estimate (1) the PD and LGD and their significant assumptions including portfolio segmentation, the external economic forecasts and economic variables, and the related
weighting of the forecasts, the reasonable and supportable forecast periods, the composition of the peer group and the period from which historical Company and peer experience was used, (2) the expected prepayments assumption, and (3) the qualitative
adjustments and the significant assumptions, including the effects of limitations inherent in the quantitative model. The assessment also included an evaluation of the conceptual soundness and performance of the PD regression and LGD models. In
addition, auditor judgment was required to evaluate the sufficiency of audit evidence obtained.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the
operating effectiveness of certain internal controls related to the Company’s measurement of the collective ACL on loans estimate, including controls over the:
| ● |
development of the collective ACL on loans methodology
|
| ● |
development of the PD regression models
|
| ● |
continued use and appropriateness of changes made to PD regression and LGD models
|
| ● |
performance monitoring of the PD regression and LGD models
|
| ● |
identification and determination of the expected prepayments assumption and the significant assumptions used in the PD regression and LGD models
|
| ● |
development of the qualitative methodology, including the significant assumptions used in the measurement of select qualitative adjustments
|
| ● |
analysis of the collective ACL on loans results, trends, and ratios.
|
We evaluated the Company’s process to develop the collective ACL on loans estimate by testing certain sources of data, factors, and
assumptions that the Company used, and considered the relevance and reliability of such data, factors, and assumptions. In addition, we involved credit risk professionals with specialized skills and knowledge, who assisted in:
| ● |
evaluating the Company’s collective ACL on loans methodology for compliance with U.S. generally accepted accounting principles
|
| ● |
evaluating judgments made by the Company relative to the development and performance monitoring of the PD regression and LGD models, by comparing
them to relevant Company-specific metrics and trends and the applicable industry practices
|
| ● |
assessing the conceptual soundness and performance testing of the PD regression and LGD models, by inspecting the model documentation to determine
whether the models are suitable for their intended use
|
| ● |
evaluating the expected prepayments assumption by comparing to relevant Company-specific metrics and trends and current economic considerations
|
| ● |
evaluating the selection of economic forecast scenarios, including weighting of the scenarios, and underlying economic variables, by comparing to the
Company’s business environment and relevant industry practices
|
| ● |
evaluating the length of the period from which historical Company and peer experience was used and the reasonable and supportable forecast period by
comparing them to specific portfolio risk characteristics and trends
|
| ● |
assessing the composition of the peer group by comparing to Company and specific portfolio risk characteristics
|
| ● |
determining whether the loan portfolio is segmented by similar risk characteristics by comparing to the Company’s business environment, loan
portfolio categories and sub-categories and relevant industry practices
|
| ● |
evaluating the methodology used to develop the qualitative adjustments and the effect of those adjustments on the collective ACL on loans by
comparing to relevant credit risk factors, the current economic environment and consistency with credit trends and identified limitations of the underlying quantitative models.
|
We also assessed the sufficiency of the audit evidence obtained related to the collective ACL on loans estimate by evaluating the:
| ● |
cumulative results of the audit procedures
|
| ● |
qualitative aspects of the Company’s accounting practices
|
| ● |
potential bias in the accounting estimate.
|
/s/ KPMG LLP
We have served as the Company’s auditor since 1987.
March 1, 2023
NBT Bancorp Inc. and Subsidiaries
|
As of December 31,
|
||||||||
|
2022
|
2021
|
|||||||
|
(In thousands except share and per share data)
|
||||||||
|
Assets
|
||||||||
|
Cash and due from banks
|
$
|
|
$
|
|
||||
|
Short-term interest-bearing accounts
|
|
|
||||||
|
Equity securities, at fair value
|
|
|
||||||
|
Securities available for sale, at fair value
|
|
|
||||||
|
Securities held to maturity (fair value $
|
|
|
||||||
|
Federal Reserve and Federal Home Loan Bank stock
|
|
|
||||||
|
Loans held for sale
|
|
|
||||||
|
Loans
|
|
|
||||||
|
Less allowance for loan losses
|
|
|
||||||
|
Net loans
|
$
|
|
$
|
|
||||
|
Premises and equipment, net
|
|
|
||||||
|
Goodwill
|
|
|
||||||
|
Intangible assets, net
|
|
|
||||||
|
Bank owned life insurance
|
|
|
||||||
|
Other assets
|
|
|
||||||
|
Total assets
|
$
|
|
$
|
|
||||
|
Liabilities
|
||||||||
|
Demand (noninterest bearing)
|
$
|
|
$
|
|
||||
|
Savings, NOW and money market
|
|
|
||||||
|
Time
|
|
|
||||||
|
Total deposits
|
$
|
|
$
|
|
||||
|
Short-term borrowings
|
|
|
||||||
|
Long-term debt
|
|
|
||||||
|
Subordinated debt, net
|
|
|
||||||
|
Junior subordinated debt
|
|
|
||||||
|
Other liabilities
|
|
|
||||||
|
Total liabilities
|
$
|
|
$
|
|
||||
|
Stockholders’ equity
|
||||||||
|
Preferred stock, $
|
$
|
|
$
|
|
||||
|
Common stock, $
|
|
|
||||||
|
Additional paid-in-capital
|
|
|
||||||
|
Retained earnings
|
|
|
||||||
|
Accumulated other comprehensive loss
|
(
|
)
|
(
|
)
|
||||
|
Common stock in treasury, at cost,
|
(
|
)
|
(
|
)
|
||||
|
Total stockholders’ equity
|
$
|
|
$
|
|
||||
|
Total liabilities and stockholders’ equity
|
$
|
|
$
|
|
||||
See accompanying notes to consolidated financial statements.
NBT Bancorp Inc. and Subsidiaries
|
Years Ended December 31,
|
||||||||||||
|
2022
|
2021
|
2020
|
||||||||||
|
(In thousands, except per share data)
|
||||||||||||
|
Interest, fee and dividend income
|
||||||||||||
|
Interest and fees on loans
|
$
|
|
$
|
|
$
|
|
||||||
|
Securities available for sale
|
|
|
|
|||||||||
|
Securities held to maturity
|
|
|
|
|||||||||
|
Other
|
|
|
|
|||||||||
|
Total interest, fee and dividend income
|
$
|
|
$
|
|
$
|
|
||||||
|
Interest expense
|
||||||||||||
|
Deposits
|
$
|
|
$
|
|
$
|
|
||||||
|
Short-term borrowings
|
|
|
|
|||||||||
|
Long-term debt
|
|
|
|
|||||||||
|
Subordinated debt
|
|
|
|
|||||||||
|
Junior subordinated debt
|
|
|
|
|||||||||
|
Total interest expense
|
$
|
|
$
|
|
$
|
|
||||||
|
Net interest income
|
$
|
|
$
|
|
$
|
|
||||||
|
Provision for loan losses
|
|
(
|
)
|
|
||||||||
|
Net interest income after provision for loan losses
|
$
|
|
$
|
|
$
|
|
||||||
|
Noninterest income
|
||||||||||||
|
Service charges on deposit accounts
|
$
|
|
$
|
|
$
|
|
||||||
|
Card services income
|
|
|
|
|||||||||
|
Retirement plan administration fees
|
|
|
|
|||||||||
|
Wealth management
|
|
|
|
|||||||||
|
Insurance services
|
|
|
|
|||||||||
|
Bank owned life insurance income
|
|
|
|
|||||||||
|
Net securities (losses) gains
|
(
|
)
|
|
(
|
)
|
|||||||
|
Other
|
|
|
|
|||||||||
|
Total noninterest income
|
$
|
|
$
|
|
$
|
|
||||||
|
Noninterest expense
|
||||||||||||
|
Salaries and employee benefits
|
$
|
|
$
|
|
$
|
|
||||||
| Technology and data services | ||||||||||||
|
Occupancy
|
|
|
|
|||||||||
|
Professional fees and outside services
|
|
|
|
|||||||||
|
Office supplies and postage
|
|
|
|
|||||||||
|
FDIC expenses
|
|
|
|
|||||||||
|
Advertising
|
|
|
|
|||||||||
|
Amortization of intangible assets
|
|
|
|
|||||||||
|
Loan collection and other real estate owned, net
|
|
|
|
|||||||||
| Merger expenses |
||||||||||||
|
Other
|
|
|
|
|||||||||
|
Total noninterest expense
|
$
|
|
$
|
|
$
|
|
||||||
|
Income before income tax expense
|
$
|
|
$
|
|
$
|
|
||||||
|
Income tax expense
|
|
|
|
|||||||||
|
Net income
|
$
|
|
$
|
|
$
|
|
||||||
|
Earnings per share
|
||||||||||||
|
Basic
|
$
|
|
$
|
|
$
|
|
||||||
|
Diluted
|
$
|
|
$
|
|
$
|
|
||||||
See accompanying notes to consolidated financial statements.
NBT Bancorp Inc. and Subsidiaries
|
Years Ended December 31,
|
||||||||||||
|
2022
|
2021
|
2020
|
||||||||||
|
(In thousands)
|
||||||||||||
|
Net income
|
$
|
|
$
|
|
$
|
|
||||||
|
Other comprehensive income (loss), net of tax:
|
||||||||||||
|
Securities available for sale:
|
||||||||||||
|
Unrealized net holding (losses) gains arising during the period, gross
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
||||
|
Tax effect
|
|
|
(
|
)
|
||||||||
|
Unrealized net holding (losses) gains arising during the period, net
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
||||
|
Reclassification adjustment for net (gains) in net income, gross
|
$
|
|
$
|
|
$
|
(
|
)
|
|||||
|
Tax effect
|
|
|
|
|||||||||
|
Reclassification adjustment for net (gains) in net income, net
|
$
|
|
$
|
|
$
|
(
|
)
|
|||||
|
Amortization of unrealized net gains for the reclassification of available for sale securities to held to maturity, gross
|
$
|
|
$
|
|
$
|
|
||||||
|
Tax effect
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Amortization of unrealized net gains for the reclassification of available for sale securities to held to maturity, net
|
$
|
|
$
|
|
$
|
|
||||||
|
Total securities available for sale, net
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
||||
|
Cash flow hedges:
|
||||||||||||
|
Unrealized losses on derivatives (cash flow hedges), gross
|
$
|
|
$
|
|
$
|
(
|
)
|
|||||
|
Tax effect
|
|
|
|
|||||||||
|
Unrealized losses on derivatives (cash flow hedges), net
|
$
|
|
$
|
|
$
|
(
|
)
|
|||||
|
Reclassification of net unrealized losses on cash flow hedges to interest expense, gross
|
$
|
|
$
|
|
$
|
|
||||||
|
Tax effect
|
|
(
|
)
|
(
|
)
|
|||||||
|
Reclassification of net unrealized losses on cash flow hedges to interest expense, net
|
$
|
|
$
|
|
$
|
|
||||||
|
Total cash flow hedges, net
|
$
|
|
$
|
|
$
|
|
||||||
|
Pension and other benefits:
|
||||||||||||
|
Amortization of prior service cost and actuarial losses, gross
|
$
|
|
$
|
|
$
|
|
||||||
|
Tax effect
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Amortization of prior service cost and actuarial losses, net
|
$
|
|
$
|
|
$
|
|
||||||
|
(Increase) decrease in unrecognized actuarial loss, gross
|
$
|
(
|
)
|
$
|
|
$
|
|
|||||
|
Tax effect
|
|
(
|
)
|
(
|
)
|
|||||||
|
(Increase) decrease in unrecognized actuarial loss, net
|
$
|
(
|
)
|
$
|
|
$
|
|
|||||
|
Total pension and other benefits, net
|
$
|
(
|
)
|
$
|
|
$
|
|
|||||
|
Total other comprehensive (loss) income
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
||||
|
Comprehensive (loss) income
|
$
|
(
|
)
|
$
|
|
$
|
|
|||||
See accompanying notes to consolidated financial statements.
NBT Bancorp Inc. and Subsidiaries
|
|
Common
Stock
|
Additional
Paid-in-
Capital
|
Retained
Earnings
|
Accumulated
Other
Comprehensive
(Loss) Income
|
Common
Stock in
Treasury
|
Total
|
||||||||||||||||||
| (In thousands, except share and per share data) | ||||||||||||||||||||||||
|
Balance at December 31, 2019
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
||||||||||
|
Cumulative effect adjustment for ASU 2016-13 implementation as of January 1, 2020
|
( |
) | ( |
) | ||||||||||||||||||||
|
Net income
|
|
|
|
|
|
|
||||||||||||||||||
|
Cash dividends - $
|
|
|
(
|
)
|
|
|
(
|
)
|
||||||||||||||||
| Purchase of |
( |
) | ( |
) | ||||||||||||||||||||
|
Net issuance of
|
|
(
|
)
|
|
|
|
(
|
)
|
||||||||||||||||
|
Stock-based compensation
|
|
|
|
|
|
|
||||||||||||||||||
|
Other comprehensive income
|
|
|
|
|
|
|
||||||||||||||||||
|
Balance at December 31, 2020
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||||||
|
Net income
|
|
|
|
|
|
|
||||||||||||||||||
|
Cash dividends - $
|
|
|
(
|
)
|
|
|
(
|
)
|
||||||||||||||||
|
Purchase of
|
( |
) | ( |
) | ||||||||||||||||||||
|
Net issuance of
|
|
(
|
)
|
|
|
|
(
|
)
|
||||||||||||||||
|
Stock-based compensation
|
|
|
|
|
|
|
||||||||||||||||||
|
Other comprehensive (loss)
|
|
|
|
(
|
)
|
|
(
|
)
|
||||||||||||||||
|
Balance at December 31, 2021
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
||||||||||
|
Net income
|
|
|
|
|
|
|
||||||||||||||||||
|
Cash dividends - $
|
|
|
(
|
)
|
|
|
(
|
)
|
||||||||||||||||
|
Purchase of
|
|
|
|
|
(
|
)
|
(
|
)
|
||||||||||||||||
|
Net issuance of
|
|
(
|
)
|
|
|
|
(
|
)
|
||||||||||||||||
|
Stock-based compensation
|
|
|
|
|
|
|
||||||||||||||||||
|
Other comprehensive (loss)
|
|
|
|
(
|
)
|
|
(
|
)
|
||||||||||||||||
|
Balance at December 31, 2022
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
||||||||||
See accompanying notes to consolidated financial statements.
NBT Bancorp Inc. and Subsidiaries
|
Years Ended December 31,
|
||||||||||||
|
2022
|
2021
|
2020
|
||||||||||
|
(In thousands)
|
||||||||||||
|
Operating activities
|
||||||||||||
|
Net income
|
$
|
|
$
|
|
$
|
|
||||||
|
Adjustments to reconcile net income to net cash provided by operating activities
|
||||||||||||
|
Provision for loan losses
|
|
(
|
)
|
|
||||||||
|
Depreciation and amortization of premises and equipment
|
|
|
|
|||||||||
|
Net amortization on securities
|
|
|
|
|||||||||
|
Amortization of intangible assets
|
|
|
|
|||||||||
|
Amortization of operating lease right-of-use assets
|
|
|
|
|||||||||
|
Excess tax benefit on stock-based compensation
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Stock-based compensation expense
|
|
|
|
|||||||||
|
Bank owned life insurance income
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Amortization of subordinated debt issuance costs
|
|
|
|
|||||||||
| Discount on repurchase of subordinated debt |
( |
) | ||||||||||
|
Proceeds from sale of loans held for sale
|
|
|
|
|||||||||
|
Originations of loans held for sale
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Net gains on sales of loans held for sale
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Net security losses (gains)
|
|
(
|
)
|
|
||||||||
|
Net (gains) losses on sale of other real estate owned
|
(
|
)
|
|
(
|
)
|
|||||||
|
Lease termination losses
|
|
|
|
|||||||||
|
Net change in other assets and other liabilities
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Net cash provided by operating activities
|
$
|
|
$
|
|
$
|
|
||||||
|
Investing activities
|
||||||||||||
|
Net cash used in acquisitions
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
|||
|
Securities available for sale:
|
||||||||||||
|
Proceeds from maturities, calls and principal paydowns
|
|
|
|
|||||||||
|
Purchases
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Securities held to maturity:
|
||||||||||||
|
Proceeds from maturities, calls and principal paydowns
|
|
|
|
|||||||||
|
Proceeds from sales
|
|
|
|
|||||||||
|
Purchases
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Equity securities:
|
||||||||||||
|
Proceeds from calls
|
|
|
|
|||||||||
|
Purchases
|
(
|
)
|
|
|
||||||||
|
Other:
|
||||||||||||
|
Net increase in loans
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Proceeds from Federal Home Loan Bank stock redemption
|
|
|
|
|||||||||
|
Purchases of Federal Reserve Bank and Federal Home Loan Bank stock
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Proceeds from settlement of bank owned life insurance
|
|
|
|
|||||||||
| Purchase of bank owned life insurance | ( |
) | ||||||||||
|
Purchases of premises and equipment, net
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Proceeds from sales of other real estate owned
|
|
|
|
|||||||||
|
Net cash used in investing activities
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
|||
|
Financing activities
|
||||||||||||
|
Net (decrease) increase in deposits
|
$
|
(
|
)
|
$
|
|
$
|
|
|||||
|
Net increase (decrease) in short-term borrowings
|
|
(
|
)
|
(
|
)
|
|||||||
|
Proceeds from issuance of subordinated debt
|
|
|
|
|||||||||
|
Payment of subordinated debt issuance costs
|
|
|
(
|
)
|
||||||||
| Repurchase of subordinated debt |
( |
) | ||||||||||
|
Proceeds from issuance of long-term debt
|
|
|
|
|||||||||
|
Repayments of long-term debt
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Proceeds from the issuance of shares to employee and other stock plans
|
|
|
|
|||||||||
|
Cash paid by employer for tax-withholding on stock issuance
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Purchase of treasury stock
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Cash dividends
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Net cash (used in) provided by financing activities
|
$
|
(
|
)
|
$
|
|
$
|
|
|||||
|
Net (decrease) increase in cash and cash equivalents
|
$
|
(
|
)
|
$
|
|
$
|
|
|||||
|
Cash and cash equivalents at beginning of year
|
|
|
|
|||||||||
|
Cash and cash equivalents at end of year
|
$
|
|
$
|
|
$
|
|
||||||
NBT Bancorp Inc. and Subsidiaries
Consolidated Statements of Cash Flows (continued)
|
Years Ended December 31,
|
||||||||||||
|
2022
|
2021
|
2020
|
||||||||||
|
Supplemental disclosure of cash flow information:
|
||||||||||||
|
Cash paid during the year for:
|
||||||||||||
|
Interest expense
|
$
|
|
$
|
|
$
|
|
||||||
|
Income taxes paid, net of refund
|
|
|
|
|||||||||
|
Noncash investing activities:
|
||||||||||||
|
Loans transferred to other real estate owned
|
$
|
|
$
|
|
$
|
|
||||||
|
Acquisitions:
|
||||||||||||
|
Fair value of assets acquired
|
$
|
|
$
|
|
$
|
|
||||||
See accompanying notes to consolidated financial statements.
NBT Bancorp Inc. and Subsidiaries
December 31, 2022 and 2021
1. Summary of Significant Accounting Policies
The accounting and reporting policies of NBT Bancorp Inc. (“NBT Bancorp”) and its subsidiaries, NBT Bank, National Association (“NBT Bank” or the “Bank”), NBT Financial
Services, Inc. and NBT Holdings, Inc., conform, in all material respects, with generally accepted accounting principles in the United States of America
(“GAAP”) and to general practices within the banking industry. Collectively, NBT Bancorp and its subsidiaries are referred to herein as (“the Company”).
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial
statements and accompanying notes. Actual results could differ from these estimates and such differences could be material to the financial statements.
Estimates associated with the allowance for credit losses, pension accounting, provision for income taxes, fair values of financial instruments and status of contingencies
are particularly susceptible to material change in the near term.
The following is a description of significant policies and practices:
Consolidation
The accompanying consolidated financial statements include the accounts of NBT Bancorp and its wholly-owned subsidiaries mentioned above. All
material intercompany transactions have been eliminated in consolidation. Amounts previously reported in the consolidated financial statements are reclassified whenever necessary to conform to the current year’s presentation. The Company combined ATM
and debit card fees with card related income previously reported in Other noninterest income which is now disclosed as Card services income. The Company reclassified Data processing and communications expense into Technology and data services
expense. The Company reclassified Equipment expense into Occupancy expense and Technology and data services expense. In the “Parent Company Financial Information,” the investment in subsidiaries is recorded using the equity method of accounting.
The Company determines whether it has a controlling financial interest in an entity by first evaluating whether the entity is a voting interest entity or a variable
interest entity under GAAP. Voting interest entities are entities in which the total equity investment at risk is sufficient to enable the entity to finance itself independently and provides the equity holders with the obligation to absorb losses, the
right to receive residual returns and the right to make decisions about the entity’s activities. The Company consolidates voting interest entities in which it has all, or at least a majority of, the voting interest. As defined in applicable accounting
standards, variable interest entities (“VIEs”) are entities that lack one or more of the characteristics of a voting interest entity. A controlling financial interest in a VIE is present when the Company has both the power and ability to direct the
activities of the VIE that most significantly impact the VIE’s economic performance and an obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. The Company’s wholly-owned subsidiaries CNBF
Capital Trust I, NBT Statutory Trust I, NBT Statutory Trust II, Alliance Financial Capital Trust I and Alliance Financial Capital Trust II are VIEs for which the Company is not the primary beneficiary. Accordingly, the accounts of these entities are
not included in the Company’s consolidated financial statements.
Segment Reporting
The Company’s operations are primarily in the community banking industry and include the provision of traditional banking services. The Company also provides other
services through its subsidiaries such as insurance, retirement plan administration and trust administration. The Company operates in the geographical regions of central and upstate New York, northeastern Pennsylvania, southern New Hampshire, western
Massachusetts, Vermont, southern Maine and central Connecticut. The Company has no reportable operating segments.
Cash Equivalents
The Company considers amounts due from correspondent banks, cash items in process of collection and institutional money market mutual funds to be cash equivalents for
purposes of the consolidated statements of cash flows.
Securities
The Company classifies its securities at date of purchase as either held to maturity (“HTM”), available for sale (“AFS”) or equity. HTM debt securities are those that the
Company has the ability and intent to hold until maturity. AFS debt securities are securities that are not classified as HTM. AFS securities are recorded at
fair value. Unrealized holding gains and losses, net of the related tax effect, on AFS securities are excluded from earnings and are reported in the consolidated statements of changes in stockholders’ equity and the consolidated statements of
comprehensive income as a component of accumulated other comprehensive income or loss (“AOCI”). HTM securities are recorded at amortized cost. Equity securities are recorded at fair value, with net unrealized gains and losses recognized in
income. Transfers of securities between categories are recorded at fair value at the date of transfer. Non-marketable equity securities are carried at cost. Equity securities without readily determinable fair values are carried at cost. The Company
performs a qualitative assessment on equity securities to determine whether the investments are impaired and downward or upward adjustments are recognized through the income statement.
Premiums and discounts are amortized or accreted over the life of the related security as an adjustment to yield using the interest method. Dividend and interest income
are recognized when earned. Realized gains and losses on securities sold are derived using the specific identification method for determining the cost of securities sold.
Allowance for Credit Losses –HTM Debt Securities
With respect to its HTM debt securities, the Company is required to utilize the Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“CECL”) approach to estimate expected credit losses. Management measures
expected credit losses on HTM debt securities on a collective basis by major security types that share similar risk characteristics, such as (as applicable): internal or external (third-party) credit score or credit ratings, risk ratings or
classification, financial asset type, collateral type, size, effective interest rate, term, geographical location, industry of the borrower, vintage, historical or expected credit loss patterns, and reasonable and supportable forecast periods.
Management classifies the HTM portfolio into the following major security types: U.S. government agency or U.S. government-sponsored mortgage-backed and collateralized mortgage obligations securities, and state and municipal debt securities.
The mortgage-backed and collateralized mortgage obligations HTM securities are issued by U.S. government entities and agencies. These securities are
either explicitly and/or implicitly guaranteed by the U.S. government as to timely repayment of principal and interest, are highly rated by major rating agencies, and have a long history of zero credit losses. Therefore, the Company did not record an
allowance for credit loss for these securities.
State and municipal bonds generally carry a Moody’s rating of A to AAA. In addition, the Company has a limited amount of New York state local
municipal bonds that are not rated. The estimate of expected credit losses on the HTM portfolio is based on the expected cash flows of each individual bond over its contractual life and considers historical credit loss information, current conditions
and reasonable and supportable forecasts. Given the rarity of municipal defaults and losses, the Company utilized Moody’s Municipal Loss Forecast Model as the sole source of municipal default and loss rates which provides decades of data across all
municipal sectors and geographies. As with the loan portfolio, cash flows are forecast over a 6-quarter period under various weighted economic conditions, with a reversion to long-term average economic conditions over a 4-quarter period on a
straight-line basis. Management may exercise discretion to make adjustments based on environmental factors. The Company determined that the expected credit loss on its HTM municipal bond portfolio was immaterial and therefore no allowance for credit losses was recorded.
Allowance for Credit Losses –AFS Debt Securities
The impairment model for AFS debt securities differs from the CECL approach utilized for HTM debt securities because AFS debt securities are measured
at fair value rather than amortized cost. For AFS debt securities in an unrealized loss position, the Bank first assesses whether it intends to sell, or it is more likely than not that it will be required to sell the security before recovery of its
amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For AFS debt securities that do not meet the aforementioned criteria, in
making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, adverse conditions specifically related to the security, failure of the issuer of the
debt security to make scheduled interest or principal payments, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost
basis of the security. The cash flows should be estimated using information relevant to the collectability of the security, including information about past events, current conditions and reasonable and supportable forecasts. If the present value of
cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any
impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income.
Investments in Federal Reserve Bank and Federal Home Loan Bank (“FHLB”) stock are required for membership in those organizations and are carried at cost since there is no
market value available. The FHLB New York continues to pay dividends and repurchase stock. As such, the Company has not recognized any impairment on its holdings of Federal Reserve Bank and FHLB stock.
Loan Held for Sale and Loan Servicing
Loans held for sale are recorded at the lower of cost or fair value on an individual basis. Loan sales are recorded when the sales are funded. Gains and losses on sales of
loans held for sale are included in other noninterest income in the Consolidated Statements of Income. Mortgage loans held for sale are generally sold with servicing rights retained. Mortgage servicing rights are recorded at fair value upon sale of the
loan, and are amortized in proportion to and over the period of estimated net servicing income.
Loans
Loans are recorded at their current unpaid principal balance, net of unearned income and unamortized loan fees and expenses, which are amortized under the effective
interest method over the estimated lives of the loans. Interest income on loans is accrued based on the principal amount outstanding.
For all loan classes within the Company’s loan portfolio, loans are placed on nonaccrual status when timely collection of principal and/or interest in accordance with
contractual terms is in doubt. Loans are transferred to nonaccrual status generally when principal or interest payments become over ninety days
delinquent, unless the loan is well secured and in the process of collection or sooner when management concludes circumstances indicate that borrowers may be unable to meet contractual principal or interest payments. When a loan is transferred to a
nonaccrual status, all interest previously accrued in the current period but not collected is reversed against interest income in that period. Interest accrued in a prior period and not collected is charged-off against the allowance for credit losses.
If ultimate repayment of a nonaccrual loan is expected, any payments received are applied in accordance with contractual terms. If ultimate repayment of principal is not
expected, any payment received on a nonaccrual loan is applied to principal until ultimate repayment becomes expected. For all loan classes within the Company’s loan portfolio, nonaccrual loans are returned to accrual status when they become current as
to principal and interest and demonstrate a period of performance under the contractual terms and, in the opinion of management, are fully collectible as to principal and interest. For loans in all portfolios, the principal amount is charged off in
full or in part as soon as management determines, based on available facts, that the collection of principal in full or in part is improbable. For Commercial loans, management considers specific facts and circumstances relative to individual credits in
making such a determination. For Consumer and Residential loan classes, management uses specific guidance and thresholds from the Federal Financial Institutions Examination Council’s Uniform Retail Credit Classification and Account Management Policy.
A loan is considered to be a troubled debt restructuring (“TDR”) when the Company
grants a concession to the borrower because of the borrower’s financial condition that the Company would not otherwise consider. Such concessions generally include one or a combination of the following: an extension of the maturity date at a stated rate of interest lower than the current market rate for new debt with similar risk; a temporary reduction in the interest rate; or a change in scheduled payment
amount. TDR loans are nonaccrual loans; however, they can be returned to accrual status after a period of performance, generally evidenced by six months
of compliance with their modified terms.
Allowance for Credit Losses - Loans
The CECL approach 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.
Management estimates the allowance balance using relevant information, from internal and external sources, related to 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 is used. Adjustments to historical loss information is made for
differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, delinquency level or term as well as changes in environmental conditions, such as changes in unemployment rates, production metrics,
property values, or other relevant factors. Company historical loss experience is supplemented with peer information when there is insufficient loss data for the Company. Peer selection is based on a review of institutions with comparable loss
experience as well as loan yield, bank size, portfolio concentration and geography. Finally, the Company considers forecasts about future economic conditions that are reasonable and supportable. Significant management judgment is required at various
points in the measurement process.
Portfolio segment is defined as the level at which an entity develops and documents a systematic methodology to determine its allowance for credit
losses. 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.
The following table illustrates the portfolio and class segments for the Company’s loan portfolio:
|
Portfolio Segment
|
Class
|
|
Commercial Loans
|
Commercial & Industrial
Paycheck Protection Program
Commercial Real Estate
|
|
Consumer Loans
|
Auto
Other Consumer
|
|
Residential Loans
|
|
Commercial Loans
The Company offers a variety of commercial loan products. The Company’s underwriting analysis for commercial loans typically includes credit
verification, independent appraisals, a review of the borrower’s financial condition and a detailed analysis of the borrower’s underlying cash flows.
Commercial and Industrial (“C&I”) – The Company offers a
variety of loan options to meet the specific needs of our C&I customers including term loans, time notes and lines of credit. Such loans are made available to businesses for working capital needs and are typically collateralized by business assets
such as equipment, accounts receivable and perishable agricultural products, which are exposed to industry price volatility. To reduce these risks, management also attempts to obtain personal guarantees of the owners or to obtain government loan
guarantees to provide further support.
Paycheck Protection Program (“PPP”) – Section 1102 of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) created the Paycheck Protection Program, a program administered by the Small Business Administration (the “SBA”) to
provide loans to small businesses for payroll and other basic expenses during the coronavirus (“COVID-19”) pandemic. The Company has been a participant in the PPP as a lender. 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. The Company processed approximately 6,100 loans totaling $835 million in relief. As of December 31, 2022 total forgiveness and paydown is
equal to 99 % of the original balance.
Commercial Real Estate (“CRE”) – The Company offers CRE
loans to finance real estate purchases, refinancing’s, expansions and improvements to commercial and agricultural properties. CRE loans are loans that are 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’s underwriting analysis includes credit verification, independent appraisals, a review of the borrower’s financial condition and a detailed
analysis of the borrower’s underlying cash flows. These loans are typically originated in amounts of no more than 80 % of the appraised value
of the property. Government loan guarantees may be obtained to provide further support for agricultural property.
Consumer Loans
The Company offers a variety of Consumer loan products including Auto and Other Consumer loans.
Auto – The Company provides both direct and indirect
financing of automobiles (“Auto”). The Company maintains relationships with many dealers primarily in the communities that we serve. Through these relationships, the Company primarily finances the purchases of automobiles indirectly through dealer
relationships. Most of these loans carry a fixed rate of interest with principal repayment terms typically ranging from to six years , based upon the nature of the collateral and the size of the loan.
Other Consumer – The Other Consumer loan segment consists primarily of unsecured consumer loans, residential solar loans and direct consumer loans. The Company offers unsecured consumer loans across a national footprint originated through our
relationships with national technology-driven consumer lending companies to finance such things as dental and medical procedures, K-12 tuition, solar energy installations and other consumer purpose loans. Advances of credit through this business
line are subject to the Company’s underwriting standards including criteria such as FICO score and debt to income thresholds. 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 business line are to prime borrowers and are subject to the Company’s underwriting standards. Typically, the Company collects origination fees that are deferred
and recognized into interest income over the estimated life of the loan. The Company offers a variety of direct consumer installment loans to finance various personal expenditures. In addition to installment loans, the Company also offers personal
lines of credit, overdraft protection, debt consolidation, education and other uses. Direct consumer installment loans carry a fixed rate of interest with principal repayment terms typically ranging from to fifteen years , based upon the nature of the collateral
and the size of the loan. Consumer installment loans are often secured with collateral consisting of a perfected lien on the asset being purchased or a perfected lien on a consumer’s deposit account. Risk is reduced through underwriting criteria,
which include credit verification, appraisals, a review of the borrower’s financial condition and personal cash flows. A security interest, with title insurance when necessary, is taken in the underlying real estate.
Residential
Residential loans consist primarily of loans secured by a first or second mortgage on primary residences, home equity loans and lines of credit in
first and second lien positions and residential construction loans. We originate adjustable-rate and fixed rate, one-to-four-family residential loans for the construction or purchase of a residential property or the refinancing of a mortgage. These
loans are collateralized by properties located in the Company’s market area. Loans on one-to-four-family residential are generally originated in amounts of no more than 85 % of the purchase price or appraised value (whichever is lower) or have private mortgage insurance. Mortgage title insurance and hazard insurance are normally required. Construction loans have
a unique risk because they are secured by an incomplete dwelling. This risk is reduced through periodic site inspections, including one at each loan draw period. 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. These loans carry a higher
risk than first mortgage residential loans as they are often in a second position with respect to collateral.
Historical credit loss experience for both the Company and segment-specific peers provides the basis for the estimation of expected credit losses,
where observed credit losses are converted to probability of default rate (“PD”) curves through the use of segment-specific loss given default (“LGD”) risk factors that convert default rates to loss severity based on industry-level, observed
relationships between the two variables for each asset class, primarily due to the nature of the underlying collateral. These risk factors were assessed for reasonableness against the Company’s own loss experience and adjusted in certain cases when the
relationship between the Company’s historical default and loss severity deviate from that of the wider industry. The historical PD curves, together with corresponding economic conditions, establish a quantitative relationship between economic
conditions and loan performance through an economic cycle.
Using the historical relationship between economic conditions and loan performance, management’s expectation of future loan performance is
incorporated using externally developed economic forecasts which are probabilistically weighted to reflect potential forecast inaccuracy and model limitations. These forecasts are applied over a period that management has determined to be reasonable
and supportable. Beyond the period over which management can develop or source a reasonable and supportable forecast, the model will revert to long-term average economic conditions using a straight-line, time-based methodology.
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, 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. Contractual cash flows over the contractual life of the loans are the basis for modeled cash flows, adjusted for modeled defaults and expected prepayments and discounted at the loan-level stated
interest rate. The contractual term excludes expected extensions, renewals, and modifications unless either of the following applies: management has a reasonable expectation at the reporting date that a TDR will be executed with an individual borrower
or the extension or renewal options are included in the original or modified contract at the reporting date and are not unconditionally cancellable by the Company.
After quantitative considerations, management applies additional qualitative adjustments so that the allowance for credit losses is reflective of the
estimate of lifetime losses that exist in the loan portfolio at the balance sheet date. Qualitative considerations include limitations inherent in the quantitative model; trends experienced in nonperforming and delinquent loans; changes in value of
underlying collateral; changes in lending policies and procedures; nature and composition of loans; portfolio concentrations that may affect loss experience across one or more components of the portfolio; the experience, ability and depth of lending
management and staff; the Company’s credit review system; and the effect of external factors; such as competition, legal and regulatory requirements.
Loans that do not share risk characteristics and meet materiality criteria are evaluated on an individual basis and are excluded from the pooled
evaluation. When management determines that foreclosure is probable, expected credit losses are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate. If the loan is not collateral dependent, the
allowance for credit losses related to individually assessed loans is based on discounted expected cash flows using the loan’s initial effective interest rate. Generally, individually assessed loans are collateral dependent.
A loan for which the terms have been modified resulting in a concession, and for
which the borrower is experiencing financial difficulties is considered to be a TDR. The allowance for credit losses on a TDR is measured using the same method as all other loans held for investment, except that the original interest rate is used
to discount the expected cash flows, not the rate specified within the restructuring. If the sole (remaining) source of repayment for the loan is the operation or liquidation of the collateral, then management uses the current fair value of the
collateral, less selling costs. If management determines that the value of the modified loan is less than the recorded investment in the loan, a write-down would be recorded.
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. Estimating credit losses on unfunded commitments requires the Bank to consider the following categories of
off-balance sheet credit exposure: unfunded commitments to extend credit, unfunded lines of credit, and standby letters of credit. Each of these unfunded commitments is then analyzed for a probability of funding to calculate a probable funding amount.
The life of loan loss factor by related portfolio segment from the loan allowance for credit loss calculation is then applied to the probable funding amount to calculate a reserve on unfunded commitments.
Accrued Interest Receivable
Accrued interest receivable balances are presented separately within other assets balance sheet line item. The Company has excluded interest
receivable that is included in amortized cost of financing receivables from related disclosures requirements and accrued interest receivable is written off by reversing interest income. For loans, write off typically occurs upon becoming over 90 to 120 days past due and therefore the
amount of such write offs are immaterial. Historically, the Company has not experienced uncollectible accrued interest receivable on investment securities.
Premises and Equipment
Premises and equipment are stated at cost, less accumulated depreciation. Depreciation of premises and equipment is determined using the straight-line method over the
estimated useful lives of the respective assets. Expenditures for maintenance, repairs and minor replacements are charged to expense as incurred.
Leases
The Company determines if a lease is present at the inception of an agreement. Right-of-use (“ROU”) assets and lease liabilities are recognized at lease commencement based
on the present value of the remaining lease payments using a discount rate that represents the Company’s incremental borrowing rate at the lease commencement date. ROU assets and operating lease liabilities, are included in other assets and other
liabilities, respectively, on the consolidated balance sheets. Leases with original terms of 12 months or less are recognized in profit or loss on a
straight-line basis over the lease term.
Operating lease ROU assets represent the Company’s right to use an underlying asset during the lease term and operating lease liabilities represent our obligation to make
lease payments arising from the lease. ROU assets are further adjusted for lease incentives. Operating lease expense, which is comprised of amortization of the ROU asset and the implicit interest accreted on the operating lease liability, is recognized
on a straight-line basis over the lease term, and is recorded in occupancy expense in the consolidated statements of income.
The Company has lease agreements with lease and non-lease components, which are generally accounted for separately. For real estate leases, non-lease components and other
non-components, such as common area maintenance charges, real estate taxes and insurance are not included in the measurement of the lease liability since they are generally able to be segregated. Our leases relate primarily to office space and bank
branches, and some contain options to renew the lease. These options to renew are generally not considered reasonably certain to exercise, and are therefore not included in the lease term until such time that the option to renew is reasonably certain.
Other Real Estate Owned
Other real estate owned (“OREO”) consists of properties acquired through foreclosure or by acceptance of a deed in lieu of foreclosure. These assets are recorded at the
lower of fair value of the asset acquired less estimated costs to sell or “cost” (defined as the fair value at initial foreclosure). At the time of foreclosure, or when foreclosure occurs in-substance, the excess, if any, of the loan over the fair
market value of the assets received, less estimated selling costs, is charged to the allowance for loan losses and any subsequent valuation write-downs are charged to other expense. In connection with the determination of the allowance for loan losses
and the valuation of OREO, management obtains appraisals for properties. Operating costs associated with the properties are charged to expense as incurred. Gains on the sale of OREO are included in income when title has passed and the sale has met the
minimum down payment requirements prescribed by GAAP. The balance of OREO is recorded in other assets on the consolidated balance sheets.
Goodwill and Other Intangible Assets
Goodwill represents the cost of acquired business in excess of the fair value of the related net assets acquired. Goodwill is not amortized but tested at the reporting
unit level for impairment on an annual basis and on an interim basis or when events or circumstances dictate. The Company has elected June 30 as the annual impairment testing date for the insurance and retirement services reporting units and December
31 for the Bank reporting unit.
The Company has the option to first assess qualitative factors, by performing a qualitative analysis, to determine whether the existence of events or circumstances leads
to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the events or circumstances, the Company determines it is more likely than not that the fair value of a
reporting unit is greater than its carrying amount, the impairment test is not required. If the Company concludes otherwise, the Company is required to perform a quantitative impairment test. In the quantitative impairment test, the estimated fair
value of a reporting unit is compared to the carrying amount in order to determine if impairment is indicated. If the estimated fair value exceeds the carrying amount, the reporting unit is not deemed to be impaired. If the estimated fair value is
below the carrying value of the reporting unit, the difference is the amount of impairment.
Intangible assets that have indefinite useful lives are not amortized, but are tested at least annually for impairment. Intangible assets that have finite useful lives are
amortized over their useful lives. Core deposit intangibles and trust intangibles at the Company are amortized using the sum-of-the-years’-digits method. Covenants not to compete are amortized on a straight-line basis. Customer lists are amortized
using an accelerated method. When facts and circumstances indicate potential impairment of amortizable intangible assets, the Company evaluates the recoverability of the asset carrying value, using estimates of undiscounted future cash flows over the
remaining asset life. Any impairment loss is measured by the excess of carrying value over fair value.
Determining the fair value of a reporting unit under the goodwill impairment tests and determining the fair value of other intangible assets are judgmental and often
involve the use of significant estimates and assumptions. Estimates of fair value are primarily determined using the discounted cash flows method, which uses significant estimates and assumptions including projected future cash flows, discount rates
reflecting the market rate of return and projected growth rates. Future events may impact such estimates and assumptions and could cause the Company to conclude that our goodwill or intangible assets have become impaired, which would result in
recording an impairment loss.
Bank-Owned Life Insurance
The Bank has purchased life insurance policies on certain employees, key executives and directors. Bank-owned life insurance is recorded at the amount that can be realized
under the insurance contract at the balance sheet date, which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement.
Treasury Stock
Treasury stock acquisitions are recorded at cost. Subsequent sales of treasury stock are recorded on an average cost basis. Gains on the sale of treasury stock are
credited to additional paid-in-capital. Losses on the sale of treasury stock are charged to additional paid-in-capital to the extent of previous gains, otherwise charged to retained earnings.
Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred income taxes are recognized for the future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes interest accrued and penalties related
to unrecognized tax benefits in income tax expense.
Tax positions are recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being
presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50 percent likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded.
Pension Costs
The Company has a qualified, noncontributory, defined benefit pension plan covering substantially all of its employees, as well as supplemental employee retirement plans
to certain current and former executives and a defined benefit postretirement healthcare plan that covers certain employees. Costs associated with these plans, based on actuarial computations of current and future benefits for employees, are charged to
current operating expenses.
Stock-Based Compensation
The Company maintains various long-term incentive stock benefit plans under which restricted stock units are granted to certain directors and key
employees. Compensation expense is recognized in the consolidated statements of income over the requisite service period, based on the grant-date fair value of the award. For restricted stock units, compensation expense is recognized ratably over the
vesting period for the fair value of the award, measured at the grant date.
Earnings Per Share
Basic earnings per share (“EPS”) excludes dilution and is computed by dividing income available to common stockholders by the weighted average number of common shares
outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared
in the earnings of the entity (such as the Company’s dilutive stock options and restricted stock units).
Comprehensive Income (Loss)
At the Company, comprehensive income (loss) represents net income plus OCI, which consists primarily of the net change in unrealized gains (losses) on AFS debt securities
for the period, changes in the funded status of employee benefit plans and unrealized gains (losses) on derivatives designated as hedging instruments. AOCI represents the net unrealized gains (losses) on AFS debt securities, the previously unrecognized
portion of the funded status of employee benefit plans and the fair value of instruments designated as hedging instruments, net of income taxes, as of the consolidated balance sheet dates.
Derivative Instruments and Hedging Activities
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.
Fair Value Measurements
GAAP states that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants. Fair value measurements are not adjusted for transaction costs. A fair value hierarchy exists within GAAP that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest
priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:
Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2 - Quoted prices for similar assets or liabilities in active markets, quoted prices in markets that are not active or inputs that are observable, either directly or
indirectly, for substantially the full term of the asset or liability; and
Level 3 - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no
market activity).
A financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.
The types of instruments valued based on quoted market prices in active markets include most U.S. government and agency securities, many other sovereign government
obligations, liquid mortgage products, active listed equities and most money market securities. Such instruments are generally classified within Level 1 or Level 2 of the fair value hierarchy. The Company does not adjust the quoted price for such
instruments.
The types of instruments valued based on quoted prices in markets that are not active, broker or dealer quotations or quote from alternative pricing sources with
reasonable levels of price transparency include most investment-grade and high-yield corporate bonds, less liquid mortgage products, less liquid agency securities, less liquid listed equities, state, municipal and provincial obligations and certain
physical commodities. Such instruments are generally classified within Level 2 of the fair value hierarchy. Certain common equity securities are reported at fair value utilizing Level 1 inputs (exchange quoted prices). Other investment securities are
reported at fair value utilizing Level 1 and Level 2 inputs. The prices for Level 2 instruments are obtained through an independent pricing service or dealer market participants with whom the Company has historically transacted both purchases and sales
of investment securities. Prices obtained from these sources include prices derived from market quotations and matrix pricing. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S.
Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things. Management reviews the methodologies used in pricing the securities by its
third-party providers in pricing the securities.
Level 3 is for positions that are not traded in active markets or are subject to transfer restrictions. Valuations are adjusted to reflect illiquidity and/or
non-transferability and such adjustments are generally based on available market evidence. In the absence of such evidence, management’s best estimate will be used. Management’s best estimate consists of both internal and external support on certain
Level 3 investments. Subsequent to inception, management only changes Level 3 inputs and assumptions when corroborated by evidence such as transactions in similar instruments, completed or pending third-party transactions in the underlying investment
or comparable entities, subsequent rounds of financing, recapitalizations and other transactions across the capital structure, offerings in the equity or debt markets and changes in financial ratios or cash flows.
Other Financial Instruments
The Company is a party to certain instruments with off-balance-sheet risk such as commitments to extend credit, unused lines of credit, standby letter of credit and
certain agricultural real estate loans sold to investors with recourse. The Company’s policy is to record such instruments when funded.
Standby letters of credit are conditional commitments issued to guarantee the performance of a customer to a third-party. The risk involved in issuing standby letters of
credit is essentially the same as the credit risk involved in extending loan facilities to customers. Under the standby letters of credit, the Company is required to make payments to the beneficiary of the letters of credit upon request by the
beneficiary contingent upon the customer’s failure to perform under the terms of the underlying contract with the beneficiary. Standby letters of credit typically have one year expirations with an option to renew upon annual review. The Company typically receives a fee for these transactions. The fair value of standby letters of credit is recorded upon
inception.
Repurchase Agreements
Repurchase agreements are accounted for as secured financing transactions since the Company maintains effective control over the transferred
securities and the transfer meets the other criteria for such accounting. Obligations to repurchase securities sold are reflected as a liability in the consolidated balance sheets. The securities underlying the agreements are delivered to a custodial
account for the benefit of the counterparties with whom each transaction is executed. The counterparties, who may sell, loan or otherwise dispose of such securities to other parties in the normal course of their operations, agree to resell to the
Company the same securities at the maturities of the agreements.
Revenue from Contracts with Customers
Effective January 1, 2018, the Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Accounting Standards Codification (“ASC”) Topic 606) (“ASC 606” and “ASU 2014-09”), and all subsequent ASUs that modified ASC
606. The implementation of ASC 606 did not have a material impact on the measurement or recognition of revenue; as such, a cumulative effect adjustment to opening retained earnings was not deemed necessary. ASC 606 does not apply to revenue associated
with financial instruments, including revenue from loans and securities and certain noninterest income streams such as fees associated with mortgage servicing rights, financial guarantees, derivatives and certain credit card fees are also not in scope.
ASC 606 is applicable to noninterest revenue streams such as retirement plan administration fees, trust and asset management income, deposit related fees and annuity and insurance commissions; however, the recognition of these revenue streams did not
change significantly upon adoption of ASC 606.
Service Charges on Deposit Accounts
Service charges on deposit accounts consist of overdraft fees, monthly service fees, check orders and other deposit account related fees. Overdraft, monthly service, check
orders and other deposit account related fees are transactional based, and therefore, the Company’s performance obligation is satisfied, and related revenue recognized, at a point in time. Payment for service charges on deposit accounts is primarily
received immediately or in the following month through a direct charge to customers’ accounts.
Card Services Income
ATM fees are primarily generated when a Company cardholder uses a non-Company ATM or a non-Company cardholder uses a Company ATM. Debit card income is primarily comprised
of interchange fees earned whenever the Company’s debit cards are processed through card payment networks. The Company’s performance obligations for these revenue streams are satisfied, and related revenue recognized, when the services are rendered or
upon completion. Payment is typically received immediately or in the following month.
Retirement Plan Administration Fees
Retirement plan administration fees are primarily generated for services related to the recordkeeping, administration and plan design solutions of defined benefit, defined
contribution and revenue sharing plans. Revenue is recognized in arrears for services already provided in accordance with fees established in contracts with customers or based on rates agreed to with investment trade platforms based on ending
investment balances held. The Company’s performance obligation is satisfied, and related revenue recognized based on services completed or ending investment balances, for which receivables are recorded at the time of revenue recognition.
Wealth Management
Wealth Management revenue primarily is comprised of trust and other financial services revenue. Trust and asset management income is primarily
comprised of fees earned from the management and administration of trusts, pensions and other customer assets. The Company’s performance obligation is generally satisfied with the resulting fees recognized monthly, based upon services completed or the
month-end market value of the assets under management and the applicable fee rate. Payment is generally received shortly after services are rendered or a few days after month end through a direct charge to customers’ accounts. The Company does not earn
performance-based incentives. Financial services revenue primarily consists of commissions received on brokered investment product sales. For other financial services revenue, the Company’s performance obligation is generally satisfied upon the
issuance of the annuity policy. Shortly after the policy is issued, the carrier remits the commission payment to the Company, and the Company recognizes the revenue. The Company does not earn a significant amount of trailing commission fees on brokered
investment product sales. The majority of the trailing commission fees are calculated based on a percentage of market value of a period end and revenue is recognized when an investment product’s market value can be determined.
Insurance Revenue
Insurance and other financial services revenue primarily consists of commissions received on insurance. The Company acts as an intermediary between
the Company’s customer and the insurance carrier. The Company’s performance obligation related to insurance sales for both property and casualty insurance and employee benefit plans is generally satisfied upon the later of the issuance or effective
date of the policy. The Company earns performance based incentives, commonly known as contingency payments, which usually are based on certain criteria established by the insurance carrier such as premium volume, growth and insured loss ratios.
Contingent payments are accrued for based upon management’s expectations for the year. Commission expense associated with sales of insurance products is expensed as incurred. The Company does not earn a significant amount of trailing commission fees on
insurance product sales. The majority of the trailing commission fees are calculated based on a percentage of market value of a period end and revenue is recognized when an investment product’s market value can be determined.
Other
Other noninterest income consists of other recurring revenue streams such as account and loan fees, interest rate swap fees, safe deposit box rental fees and other
miscellaneous revenue streams. These revenue streams are primarily transactional based and payment is received immediately or in the following month, and therefore, the Company’s performance obligation is satisfied, and the related revenue is
recognized, at a point in time.
The following table presents noninterest income, segregated by revenue streams in-scope and out-of-scope of ASC 606:
|
Years Ended December 31,
|
||||||||||||
|
(In thousands)
|
2022
|
2021
|
2020
|
|||||||||
|
Noninterest income
|
||||||||||||
|
In-Scope of ASC 606:
|
||||||||||||
|
Service charges on deposit accounts
|
$
|
|
$
|
|
$
|
|
||||||
|
Card services income
|
|
|
|
|||||||||
|
Retirement plan administration fees
|
|
|
|
|||||||||
|
Wealth management
|
|
|
|
|||||||||
|
Insurance services
|
|
|
|
|||||||||
|
Other
|
|
|
|
|||||||||
|
Total noninterest income in-scope of ASC 606
|
$
|
|
$
|
|
$
|
|
||||||
|
Total noninterest income out-of-scope of ASC 606
|
$
|
|
$
|
|
$
|
|
||||||
|
Total noninterest income
|
$
|
|
$
|
|
$
|
|
||||||
Contract Balances
A contract asset balance occurs when an entity performs a service for a customer before the customer pays consideration or before payment is due, which would result in
contract receivables or assets, respectively. A contract liability balance is an entity’s obligation to transfer a service to a customer for which the entity has already received payment or for which payment is due from the customer. The Company’s
noninterest revenue streams are largely based on transactional activity, or standard month-end revenue accruals such as asset management fees based on month-end market values. Consideration is often received immediately or shortly after the Company
satisfies its performance obligation and revenue is recognized. The Company does not typically enter into long-term revenue contracts with customers, and therefore, does not experience significant contract balances.
Contract Acquisition Costs
ASC 606 requires the capitalization, and subsequently amortization into expense, of certain incremental costs of obtaining a contract with a customer if these costs are
expected to be recovered. The incremental costs of obtaining a contract are those costs that an entity incurs to obtain a contract with a customer that it would not have incurred if the contract had not been obtained. The Company elected the practical
expedient, which allows immediate expensing of contract acquisition costs when the asset that would have resulted from capitalizing these costs would have been amortized in one year or less, and did not capitalize any contract acquisition costs upon
adoption of ASC 606 as of or during the year ended December 31, 2022, 2021 and 2020.
Trust Operations
Assets held by the Company in a fiduciary or agency capacity for its customers are not included in the accompanying consolidated balance sheets, since such assets are not
assets of the Company.
Subsequent Events
The Company has evaluated subsequent events for potential recognition and/or disclosure and there were none identified.
|
2.
|
Recent Accounting Pronouncements
|
Recently Adopted Accounting Standards
In March 2020, the FASB issued ASU 2020-04, Reference Rate
Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. On January 7, 2021, the FASB issued ASU 2021-01, which refines the scope of Topic 848 and clarifies some of its guidance. ASU 2020-04 and
related amendments provide temporary optional expedients and exceptions to the existing guidance for applying GAAP to affected contract modifications and hedge accounting relationships in the transition away from the London Interbank Offered
Rate (“LIBOR”) or other interbank offered rates on financial reporting. The guidance also allows a one-time election to sell and/or reclassify to AFS or trading HTM debt securities that reference an interest rate affected by reference rate
reform. The amendments in this ASU are effective March 12, 2020 through December 31, 2022 and permits relief solely for reference rate reform actions and permits different elections over the effective date for legacy and new activity.
In December 2020, the FASB issued ASU 2022-06, Reference Rate
Reform (Topic 848): Deferral of the Sunset Date of Topic 848. The ASU extends the period of time companies can utilize the reference rate reform relief guidance provided by ASU 2020-04 and ASU 2021-01. The guidance which was effective
upon issuance, defers the sunset date from December 31, 2022 to December 31, 2024, after which companies will no longer be permitted to apply the relief guidance in Topic 848. The adoption did not have a material impact on the consolidated
financial statements and related disclosures.
Accounting Standards Issued Not Yet Adopted
In March 2022, the FASB issued ASU 2022-02, Financial Instruments - CECL Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures. The ASU eliminates
the guidance on Troubled Debt Restructurings (“TDRs”) and requires an evaluation on all loan modifications to determine if they result in a new loan or a continuation of the existing loan. The ASU also requires that entities disclose
current-period gross charge-offs by year of origination. The elimination of the TDR guidance may be adopted prospectively for loan modifications after adoption or on a modified retrospective basis, which would also apply to loans previously
modified, resulting in a cumulative effect adjustment to retained earnings in the period of adoption for changes in the allowance for credit losses. The amendments in this ASU are effective for the Company on January 1, 2023, with early adoption
permitted. The adoption is not expected to have a material impact on the consolidated financial statements and related disclosures.
| 3. |
Acquisitions
|
In 2020, the Company acquired Alliance Benefit Group of Illinois, Inc. for a total consideration of $9.1 million. As part of the acquisition, the Company recorded goodwill of $5.8
million and $5.1 million of contingent consideration recorded in other liabilities on the consolidated balance sheet as of December 31,
2020.
The operating results of acquired companies are included in the consolidated results after the dates of acquisition.
Pending Acquisition of Salisbury Bancorp, Inc.
On December 5, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Salisbury Bancorp, Inc.
(“Salisbury”), Salisbury Bank and Trust Company (“Salisbury Bank”), Salisbury’s subsidiary bank, and NBT Bank, the Company’s subsidiary bank, pursuant to which the Company will acquire Salisbury. Salisbury, with assets of approximately $1.54 billion at December 31, 2022, is headquartered in Lakeville, Connecticut. Its primary subsidiary, Salisbury Bank, is a Connecticut chartered
commercial bank with 14 banking locations in northwestern Connecticut, the Hudson Valley region of New York and southwestern
Massachusetts.
Subject to the terms and conditions of the Merger Agreement, which has been approved by the boards of directors of each party, Salisbury will
merge with and into the Company, with the Company as the surviving entity, and immediately thereafter, Salisbury Bank will merge with and into NBT Bank, with NBT Bank as the surviving bank (the “Merger”).
Under the terms of the Merger Agreement, each outstanding share of Salisbury common stock will be converted into the right to receive 0.7450 shares of the Company’s common stock. The Merger is subject to customary closing conditions, including the receipt of regulatory approvals and
approval by the stockholders of Salisbury, and is expected to close in the second quarter of 2023.
| 4. |
Securities
|
The amortized cost, estimated fair value and unrealized gains (losses) of AFS securities are as follows:
|
(In thousands)
|
Amortized
Cost
|
Unrealized
Gains
|
Unrealized
Losses
|
Estimated
Fair Value
|
||||||||||||
|
As of December 31, 2022
|
||||||||||||||||
| U.S. treasury |
$ | $ | $ | ( |
) | $ | ||||||||||
|
Federal agency
|
|
|
(
|
)
|
|
|||||||||||
|
State & municipal
|
|
|
(
|
)
|
|
|||||||||||
|
Mortgage-backed:
|
||||||||||||||||
|
Government-sponsored enterprises
|
|
|
(
|
)
|
|
|||||||||||
|
U.S. government agency securities
|
|
|
(
|
)
|
|
|||||||||||
|
Collateralized mortgage obligations:
|
||||||||||||||||
|
Government-sponsored enterprises
|
|
|
(
|
)
|
|
|||||||||||
|
U.S. government agency securities
|
|
|
(
|
)
|
|
|||||||||||
|
Corporate
|
|
|
(
|
)
|
|
|||||||||||
|
Total AFS securities
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||
|
As of December 31, 2021
|
||||||||||||||||
| U.S. treasury |
$ | $ | $ | ( |
) | $ | ||||||||||
|
Federal agency
|
|
|
(
|
)
|
|
|||||||||||
|
State & municipal
|
|
|
(
|
)
|
|
|||||||||||
|
Mortgage-backed:
|
||||||||||||||||
|
Government-sponsored enterprises
|
|
|
(
|
)
|
|
|||||||||||
|
U.S. government securities
|
|
|
(
|
)
|
|
|||||||||||
|
Collateralized mortgage obligations:
|
||||||||||||||||
|
Government-sponsored enterprises
|
|
|
(
|
)
|
|
|||||||||||
|
U.S. government securities
|
|
|
(
|
)
|
|
|||||||||||
| Corporate |
( |
) | ||||||||||||||
|
Total AFS securities
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||
There was no
The components of net realized gains (losses) on AFS securities are as follows.
|
Years Ended December 31,
|
||||||||||||
|
(In thousands)
|
2022
|
2021
|
2020
|
|||||||||
|
Gross realized gains
|
$
|
|
$
|
|
$
|
|
||||||
|
Gross realized (losses)
|
|
|
|
|||||||||
|
Net AFS realized gains (losses)
|
$
|
|
$
|
|
$
|
|
||||||
The Company had no 3 thousand for the year ended December 31, 2020, which were reclassified out of AOCI and into earnings.
The amortized cost, estimated fair value and unrealized gains (losses) of HTM securities are as follows:
|
(In thousands)
|
Amortized
Cost
|
Unrealized
Gains
|
Unrealized
Losses
|
Estimated
Fair Value
|
||||||||||||
|
As of December 31, 2022
|
||||||||||||||||
|
Federal agency
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||
|
Mortgage-backed:
|
||||||||||||||||
|
Government-sponsored enterprises
|
|
|
(
|
)
|
|
|||||||||||
|
U.S. government agency securities
|
|
|
(
|
)
|
|
|||||||||||
|
Collateralized mortgage obligations:
|
||||||||||||||||
|
Government-sponsored enterprises
|
|
|
(
|
)
|
|
|||||||||||
|
U.S. government agency securities
|
|
|
(
|
)
|
|
|||||||||||
|
State & municipal
|
|
|
(
|
)
|
|
|||||||||||
|
Total HTM securities
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||
|
As of December 31, 2021
|
||||||||||||||||
| Federal agency |
$ | $ | $ | ( |
) | $ | ||||||||||
|
Mortgage-backed:
|
||||||||||||||||
|
Government-sponsored enterprises
|
|
|
(
|
)
|
|
|||||||||||
|
U.S. government agency securities
|
|
|
|
|
||||||||||||
|
Collateralized mortgage obligations:
|
||||||||||||||||
|
Government-sponsored enterprises
|
|
|
(
|
)
|
|
|||||||||||
|
U.S. government agency securities
|
|
|
(
|
)
|
|
|||||||||||
|
State & municipal
|
|
|
(
|
)
|
|
|||||||||||
|
Total HTM securities
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||
At December 31, 2022 and 2021, all of the mortgaged-backed HTM securities were comprised of U.S. government agency and government-sponsored enterprises securities. There
was no
Included in net realized gains (losses), the Company recorded gains from calls on HTM
securities of approximately $4 thousand for
the year ended December 31, 2022, approximately $29 thousand for the year ended December 31, 2021 and approximately $24 thousand for the year ended December 31, 2020.
During the year ended December 31, 2020, the Company sold HTM securities with an amortized cost of $1.0 million and resulted in a realized loss of $1 thousand. Due to
significant deterioration in the creditworthiness of the issuer of the HTM securities, the circumstances caused the Company to change its intent to hold the HTM securities sold to maturity, which did not affect the Company’s intent to hold the
remainder of the HTM portfolio to maturity. There were no
AFS and HTM securities with amortized costs totaling $1.73 billion at December 31, 2022 and $1.63 billion at December 31, 2021 were pledged to secure public deposits and for other purposes required or permitted by law. Additionally,
at December 31, 2022 and 2021, AFS and HTM securities with an amortized cost of $149.5 million and $162.1 million, respectively, were pledged as collateral for securities sold under repurchase agreements.
The following table set forth information with regard to gains and (losses) on equity securities:
|
Years Ended
December 31,
|
||||||||
|
(In thousands)
|
2022
|
2021
|
||||||
|
Net (losses) and gains recognized on equity securities
|
$
|
(
|
)
|
$
|
|
|||
| Less: Net (losses) and gains recognized on equity securities sold during the period |
|
|
||||||
|
Unrealized (losses) and gains recognized on equity securities still held
|
$
|
(
|
)
|
$
|
|
|||
As of December 31, 2022 and 2021 the carrying value of equity securities without readily determinable fair values was $1.0 no
The following table set forth information with regard to contractual maturities of debt securities at December 31, 2022:
|
(In thousands)
|
Amortized
Cost
|
Estimated
Fair Value
|
||||||
|
AFS debt securities:
|
||||||||
|
Within one year
|
$
|
|
$
|
|
||||
|
From one to five years
|
|
|
||||||
|
From five to ten years
|
|
|
||||||
|
After ten years
|
|
|
||||||
|
Total AFS debt securities
|
$
|
|
$
|
|
||||
|
HTM debt securities:
|
||||||||
|
Within one year
|
$
|
|
$
|
|
||||
|
From one to five years
|
|
|
||||||
|
From five to ten years
|
|
|
||||||
|
After ten years
|
|
|
||||||
|
Total HTM debt securities
|
$
|
|
$
|
|
||||
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.
Except for U.S. government securities and government-sponsored enterprises securities, there were no
The following table sets forth information with regard to investment securities with unrealized losses, for which an allowance for credit losses has not been recorded, segregated according to the length of time the securities had been in a continuous unrealized loss position:
|
Less Than 12 Months
|
12 Months or Longer
|
Total
|
||||||||||||||||||||||||||||||||||
|
(In thousands)
|
Fair
Value
|
Unrealized
Losses
|
Number
of
Positions
|
Fair
Value
|
Unrealized
Losses
|
Number
of
Positions
|
Fair
Value
|
Unrealized
Losses
|
Number
of
Positions
|
|||||||||||||||||||||||||||
|
As of December 31, 2022
|
||||||||||||||||||||||||||||||||||||
|
AFS securities:
|
||||||||||||||||||||||||||||||||||||
| U.S. treasury |
$ | $ | ( |
) | $ | $ | ( |
) | $ | $ | ( |
) | ||||||||||||||||||||||||
|
Federal agency
|
|
|
|
|
(
|
)
|
|
|
(
|
)
|
|
|||||||||||||||||||||||||
| State & municipal |
( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||
|
Mortgage-backed
|
|
(
|
)
|
|
|
(
|
)
|
|
|
(
|
)
|
|
||||||||||||||||||||||||
|
Collateralized mortgage obligations
|
|
(
|
)
|
|
|
(
|
)
|
|
|
(
|
)
|
|
||||||||||||||||||||||||
| Corporate |
( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||
|
Total securities with unrealized losses
|
$
|
|
$
|
(
|
)
|
|
$
|
|
$
|
(
|
)
|
|
$
|
|
$
|
(
|
)
|
|
||||||||||||||||||
|
HTM securities:
|
||||||||||||||||||||||||||||||||||||
|
Federal agency
|
$
|
|
$
|
|
|
$
|
|
$
|
(
|
)
|
|
$
|
|
$
|
(
|
)
|
|
|||||||||||||||||||
| Mortgage-backed |
( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||
| Collateralized mortgage obligations |
( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||
|
State & municipal
|
|
(
|
)
|
|
|
(
|
)
|
|
|
(
|
)
|
|
||||||||||||||||||||||||
|
Total securities with unrealized losses
|
$
|
|
$
|
(
|
)
|
|
$
|
|
$
|
(
|
)
|
|
$
|
|
$
|
(
|
)
|
|
||||||||||||||||||
|
As of December 31, 2021
|
||||||||||||||||||||||||||||||||||||
|
AFS securities:
|
||||||||||||||||||||||||||||||||||||
| U.S. treasury |
$ | $ | ( |
) | $ | $ | $ | $ | ( |
) | ||||||||||||||||||||||||||
|
Federal agency
|
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|
||||||||||||||||||
|
State & municipal
|
( |
) | ( |
) | ||||||||||||||||||||||||||||||||
|
Mortgage-backed
|
|
(
|
)
|
|
|
(
|
)
|
|
|
(
|
)
|
|
||||||||||||||||||||||||
|
Collateralized mortgage obligations
|
|
(
|
)
|
|
|
(
|
)
|
|
|
(
|
)
|
|
||||||||||||||||||||||||
| Corporate |
( |
) | ( |
) | ||||||||||||||||||||||||||||||||
|
Total securities with unrealized losses
|
$
|
|
$
|
(
|
)
|
|
$
|
|
$
|
(
|
)
|
|
$
|
|
$
|
(
|
)
|
|
||||||||||||||||||
|
HTM securities:
|
||||||||||||||||||||||||||||||||||||
| Federal agency |
$ | $ | $ | $ | ( |
) | $ | $ | ( |
) | ||||||||||||||||||||||||||
|
Mortgage-backed
|
( |
) | ( |
) | ||||||||||||||||||||||||||||||||
| Collateralized mortgage obligations | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||
|
State & municipal
|
|
(
|
)
|
|
|
(
|
)
|
|
|
(
|
)
|
|
||||||||||||||||||||||||
|
Total securities with unrealized losses
|
$
|
|
$
|
(
|
)
|
|
$
|
|
$
|
(
|
)
|
|
$
|
|
$
|
(
|
)
|
|
||||||||||||||||||
The Company does not believe the AFS securities that were in an unrealized loss position as of December 31, 2022 and 2021, which consisted of 415 and 149 individual securities,
respectively, represented a credit loss impairment. AFS debt securities in unrealized loss positions are evaluated for impairment related to credit losses at least quarterly. As of December 31, 2022 and 2021, the majority of the AFS securities in an
unrealized loss position consisted of debt securities issued by U.S. government agencies or U.S. government-sponsored enterprises that carry the explicit and/or implicit guarantee of the U.S. government, which are widely recognized as “risk-free” and
have a long history of zero credit losses. Total gross unrealized losses were primarily attributable to changes in interest rates, relative to when the investment securities were purchased, and not due to the credit quality of the investment
securities. The Company does not intend to sell, nor is it more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis, which may be at maturity. The Company elected to exclude accrued
interest receivable (“AIR”) from the amortized cost basis of debt securities. AIR on AFS debt securities totaled $4.2 million at December
31, 2022 and $3.9 million at December 31, 2021 and is excluded from the estimate of credit losses and reported in the financial statement line.
5. Loans
A summary of loans, net of deferred fees and origination costs, by category is as follows:
|
At December 31,
|
||||||||
|
(In thousands)
|
2022
|
2021
|
||||||
|
Commercial & industrial
|
$
|
|
$
|
|
||||
|
Commercial real estate
|
|
|
||||||
|
Paycheck protection program
|
|
|
||||||
|
Residential real estate
|
|
|
||||||
|
Indirect auto
|
|
|
||||||
|
Residential solar
|
|
|
||||||
|
Home equity
|
|
|
||||||
|
Other consumer
|
|
|
||||||
|
Total loans
|
$
|
|
$
|
|
||||
Included in the above loans are net deferred loan origination (fees) costs totaling $(109.1 ) million and $(23.7 ) million at December 31, 2022 and 2021, respectively. The
Company had $0.6 million and $0.8
million of residential loans held for sale as of December 31, 2022 and 2021, respectively.
The total amount of loans serviced by the Company for unrelated third parties was $576.0 million and $575.9 million at December 31, 2022 and 2021, respectively. At
December 31, 2022 and 2021,
the Company had $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.
FHLB advances are collateralized by a blanket lien on the Company’s residential real estate mortgages.
In the ordinary course of business, the Company has made loans at prevailing rates and terms to directors, officers and other related parties. Such loans, in
management’s opinion, do not present more than the normal risk of collectability or incorporate other unfavorable features. The aggregate amount of loans outstanding to qualifying related parties and changes during the years are summarized as
follows:
|
(In thousands)
|
2022
|
2021
|
||||||
|
Balance at January 1
|
$
|
|
$
|
|
||||
|
New loans
|
|
|
||||||
|
Adjustment due to change in composition of related parties
|
(
|
)
|
(
|
)
|
||||
|
Repayments
|
(
|
)
|
(
|
)
|
||||
|
Balance at December 31
|
$
|
|
$
|
|
||||
6. Allowance for Credit Losses and Credit Quality of Loans
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 January 1, 2020 (“Day 1”) increase in the allowance for credit loss on loans relating to the adoption of ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments was $3.0
million, which decreased retained earnings by $2.3 million and increased the deferred tax asset by $0.7 million.
The allowance for credit losses calculation incorporated a 6-quarter forecast period to account for forecast economic conditions under each scenario
utilized in the measurement. For periods beyond the 6-quarter forecast, the model reverts to long-term economic conditions over a 4-quarter reversion period on a straight-line basis. The Company considers a baseline, upside and downside economic
forecast in measuring the allowance.
The quantitative model as of December 31, 2022 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. The baseline outlook reflected an unemployment rate environment initially around pre-COVID-19 levels 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. Other utilized economic variables have generally
deteriorated in their respective forecasts, with retail sales and housing starts forecasts declining from the prior year. Key assumptions in the baseline economic outlook included a full employment economy being realized in the near future, continued
tapering of the Federal Reserve balance sheet, an increasing yield on ten-year treasury securities, and a gradual decline in global oil prices. The alternative downside scenario assumed deteriorated economic and pandemic related conditions from the
baseline outlook. Under this scenario, 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. Additional 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. All these factors were considered through separate quantitative processes and incorporated when applicable into
the estimate of current expected credit losses at December 31, 2022.
The quantitative model as of December 31, 2021 incorporates a baseline economic outlook along with alternative upside and downside scenarios sourced from
a reputable third-party to accommodate other potential economic conditions in the model. The baseline outlook reflected an unemployment rate environment initially above pre-COVID-19 levels at 4.8% but falling below pre-COVID-19 levels by the end of
the forecast period to 3.5%. Northeast GDP’s annualized growth (on a quarterly basis) was expected to start the first quarter of 2022 at approximately 9% and hover around 5% by the middle and end of the forecast period. The alternative downside
scenario assumed deteriorated economic and pandemic related conditions from the baseline outlook. Under this scenario, northeast unemployment rose from 5.7% in the fourth quarter of 2021 to a peak of 8% in the first quarter of 2023, remaining around
or above 7% for the entire forecast period. The alternative upside scenario incorporated a more optimistic outlook than the baseline scenario, with a swift return to full employment by the second quarter of 2022 and with northeast unemployment moving
down to 3.1% by the end of the forecast period. These scenarios and their respective weightings are evaluated at each measurement date and reflect management’s expectations as of December 31, 2021. At December 31, 2021, the weightings were 60%, 10%
and 30% for the baseline, upside and downside economic forecasts, respectively. Additional adjustments were made for COVID-19 related factors not incorporated in the forecasts, such as the mitigating impact of unprecedented stimulus in the second and
third quarters of 2020, including direct payments to individuals, increased unemployment benefits, the Company’s loan deferral and modification initiatives and various government sponsored loan programs. The Company also continued to monitor the
level of criticized and classified loans in the fourth quarter of 2021 compared to the level contemplated by the model during similar, historical economic conditions, and an adjustment was made to estimate potential additional losses above modeled
losses. Additionally, qualitative adjustments were made for Moody’s baseline economic forecast to include impacts of the Build Back Better Act not passing by December 31, 2021 and to address potential economic deterioration due to Omicron, as well as
isolated model limitations related to modeled outputs given abnormally high retail sales and business output growth rates in historical periods. These factors were considered through separate quantitative processes and incorporated into the estimate
of current expected credit losses at December 31, 2021.
The quantitative model as of December 31, 2020 incorporated a baseline economic outlook, along with alternative upside and downside scenarios sourced
from a reputable third-party to accommodate other potential economic conditions in the model. The baseline outlook reflected an unemployment rate environment above pre-COVID-19 levels for the entire forecast period, though steadily improving, before
returning to low single digits by the end of 2023. Northeast GDP’s annual growth (on a quarterly basis) was expected to start 2021 in the low to mid-single digits, with a peak growth rate of 8% in the fourth quarter of 2021 and steadily falling back
down to normalized levels through 2023 and 2024. Other utilized economic variables show improvement in their respective forecasts, namely business output. Key assumptions in the baseline economic outlook included an additional stimulus package passed
at the same timing and a comparable level to that of the actual $900 billion COVID-19 relief package passed in December 2020 along with no significant secondary surge in COVID-19 cases or pandemic-related business closures. The alternative downside
scenario assumed deteriorated economic and pandemic related conditions from the baseline outlook. In the same way, the alternative upside scenario assumed a faster economic recovery and more effective management of the COVID-19 virus from the
baseline outlook. These scenarios and their respective weightings are evaluated at each measurement date and reflect management’s expectations as of December 31, 2020. Additional adjustments were made for COVID-19 related factors not incorporated in
the forecasts, such as the mitigating impact of unprecedented stimulus in 2020, including direct payments to individuals, increased unemployment benefits, the Company’s loan deferral and modification initiatives and various government-sponsored loan
programs. The commercial & industrial and consumer segment models were based upon percent change in unemployment with modeled values as of December 31, 2020 well outside the observed historical experience. Therefore, adjustments were required to
produce outputs more aligned with default expectations given the forecast economic environment. Additionally, the Company identified a slightly higher level of criticized and classified loans during 2020 than those contemplated by the model during
similar economic conditions in the past for which an adjustment was made for estimated expected additional losses above modeled output. These factors were considered through a separate quantitative process and incorporated into the estimate for
allowance for credit losses at December 31, 2020.
There were no 11.5 million of residential loans at a 1.53 % premium and $50.1 million in consumer loans at par. The allowance for credit losses recorded for these loans on the purchase date was $3.2 million. During 2021, the Company purchased $58.9
million of residential loans at premiums ranging from 2 % to 5 % and $92.5 million of consumer loans at a par. The
allowance for credit losses recorded for these loans on the purchase date was $6.8 million. The Company made a policy election to
report AIR in the line item on the balance sheet. AIR on loans totaled $25.0 million at December 31, 2022 and $19.5 million at
December 31, 2021 and there was no
The following tables present the activity in the allowance for credit losses by our portfolio segment:
|
(In thousands)
|
Commercial
Loans
|
Consumer
Loans
|
Residential
|
Total
|
||||||||||||
|
Balance as of December 31, 2021
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Charge-offs
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Recoveries
|
|
|
|
|
||||||||||||
|
Provision
|
|
|
(
|
)
|
|
|||||||||||
|
Ending
Balance as of December 31, 2022
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
|
||||||||||||||||
|
Balance as of December 31, 2020
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Charge-offs
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Recoveries
|
|
|
|
|
||||||||||||
|
Provision
|
(
|
)
|
|
(
|
)
|
(
|
)
|
|||||||||
|
Ending Balance as of December 31, 2021
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
| Balance as of January 1, 2020 (after adoption of ASC 326) | $ | $ | $ | $ | ||||||||||||
| Charge-offs | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Recoveries | ||||||||||||||||
| Provision | ||||||||||||||||
| Ending Balance as of December 31, 2020 | $ | $ | $ | $ | ||||||||||||
The increase in the allowance for credit losses from December 31, 2021 to December 31, 2022 was primarily due to an increase in loan balances and a modest
deterioration in the economic forecast. The decrease in the allowance for credit losses from December 31, 2020 to December 31, 2021 was primarily due to the improvement in the economic forecast, partly offset by providing for the increase in loan
balances. The increase in the allowance for credit losses from Day 1 to December 31, 2020 was primarily due to the deterioration of macroeconomic factors surrounding the COVID-19 pandemic.
Individually Evaluated Loans
As of December 31, 2022, there were two
relationships identified to be evaluated for loss on an individual basis which, in aggregate, had an amortized cost basis of $2.4
million, with no allowance for credit loss. As of December 31, 2021, there were five relationships identified to be evaluated for loss on an individual basis with an aggregate amortized cost basis of $10.2 million and no allowance for credit loss. The decrease in
the amortized cost basis on an individual basis from December 31, 2021 to December 31, 2022 was primarily due to principal payments and resolution of one
relationship in which the cost basis was substantially collected and the related $0.8 million allowance for credit losses was reversed.
The following table sets forth
information with regard to past due and nonperforming loans by loan segment:
|
(In thousands)
|
31-60 Days
Past Due
Accruing
|
61-90 Days
Past Due
Accruing
|
Greater
Than
90 Days
Past Due
Accruing
|
Total
Past Due
Accruing
|
Nonaccrual
|
Current
|
Recorded
Total
Loans
|
|||||||||||||||||||||
|
As of December 31, 2022
|
||||||||||||||||||||||||||||
|
Commercial loans:
|
||||||||||||||||||||||||||||
|
C&I
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||
|
CRE
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
PPP
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Total commercial loans
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||
|
Consumer loans:
|
||||||||||||||||||||||||||||
|
Auto
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||
|
Other consumer
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Total consumer loans
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||
|
Residential
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||
|
Total loans
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||
|
(In thousands)
|
31-60 Days
Past Due
Accruing
|
61-90 Days
Past Due
Accruing
|
Greater
Than
90 Days
Past Due
Accruing
|
Total
Past Due
Accruing
|
Nonaccrual
|
Current
|
Recorded
Total
Loans
|
|||||||||||||||||||||
|
As of December 31, 2021
|
||||||||||||||||||||||||||||
|
Commercial loans:
|
||||||||||||||||||||||||||||
|
C&I
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||
|
CRE
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
PPP
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Total commercial loans
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||
|
Consumer loans:
|
||||||||||||||||||||||||||||
|
Auto
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||
|
Other consumer
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Total consumer loans
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||
|
Residential
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||
|
Total loans
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||
As of December 31, 2022 and 2021, there were $1.1 million and $8.8 million, respectively, of loans in nonaccrual that were
specifically evaluated for individual expected credit loss without an allowance for credit losses.
Credit Quality Indicators
The Company has developed an internal loan grading system to evaluate and quantify the Company’s loan portfolio with respect to quality and risk. The system focuses on,
among other things, financial strength of borrowers, experience and depth of borrower’s management, primary and secondary sources of repayment, payment history, nature of the business and outlook on particular industries. The internal grading system
enables the Company to monitor the quality of the entire loan portfolio on a consistent basis and provide management with an early warning system, which facilitates recognition and response to problem loans and potential problem loans.
Commercial Grading System
For Commercial and Industrial (“C&I”), Paycheck Protection Program (“PPP”) and Commercial Real Estate (“CRE”) loans, the Company uses a grading system that relies on
quantifiable and measurable characteristics when available. This includes comparison of financial strength to available industry averages, comparison of transaction factors (loan terms and conditions) to loan policy and comparison of credit history
to stated repayment terms and industry averages. Some grading factors are necessarily more subjective such as economic and industry factors, regulatory environment and management. C&I and CRE loans are graded Doubtful, Substandard, Special
Mention and Pass.
Doubtful
A Doubtful loan has a high probability of total or substantial loss, but because of specific pending events that may strengthen the asset, its
classification as a loss is deferred. Doubtful borrowers are usually in default, lack adequate liquidity or capital and lack the resources necessary to remain an operating entity. Pending events can include mergers, acquisitions, liquidations,
capital injections, the perfection of liens on additional collateral, the valuation of collateral and refinancing. Generally, pending events should be resolved within a relatively short period and the ratings will be adjusted based on the new
information. Nonaccrual treatment is required for Doubtful assets because of the high probability of loss.
Substandard
Substandard loans have a high probability of payment default or they have other well-defined weaknesses. They require more intensive supervision by
bank management. Substandard loans are generally characterized by current or expected unprofitable operations, inadequate debt service coverage, inadequate liquidity or marginal capitalization. Repayment may depend on collateral or other credit
risk mitigants. For some Substandard loans, the likelihood of full collection of interest and principal may be in doubt and those loans should be placed on nonaccrual. Although Substandard assets, in the aggregate, will have a distinct potential
for loss, an individual asset’s loss potential does not have to be distinct for the asset to be rated Substandard.
Special Mention
Special Mention loans have potential weaknesses that may, if not checked or corrected, weaken the asset or inadequately protect the Company’s position
at some future date. These loans pose elevated risk, but their weakness does not yet justify a Substandard classification. Borrowers may be experiencing adverse operating trends (i.e., declining revenues or margins) or may be struggling with an
ill-proportioned balance sheet (i.e., increasing inventory without an increase in sales, high leverage and/or tight liquidity). Adverse economic or market conditions, such as interest rate increases or the entry of a new competitor, may also support
a Special Mention rating. Although a Special Mention loan has a higher probability of default than a Pass asset, its default is not imminent.
Pass
Loans graded as Pass encompass all loans not graded as Doubtful, Substandard or Special Mention. Pass loans are in compliance with loan covenants and
payments are generally made as agreed. Pass loans range from superior quality to fair quality. Pass loans also include any portion of a government guaranteed loan, including PPP loans.
Consumer and Residential Grading System
Consumer and Residential loans are graded as either Nonperforming or Performing.
Nonperforming
Nonperforming loans are loans that are (1) over 90 days past due and interest is still accruing or (2) on nonaccrual status.
Performing
All loans not meeting any of the above criteria are considered Performing.
The following tables illustrate the Company’s credit quality by loan class by year of
origination (vintage):
|
(In thousands)
|
2022
|
2021
|
2020
|
2019
|
2018
|
Prior
|
Revolving
Loans
Amortized
Cost Basis
|
Revolving
Loans
Converted
to Term
|
Total
|
|||||||||||||||||||||||||||
| As of December 31, 2022 | ||||||||||||||||||||||||||||||||||||
|
C&I
|
||||||||||||||||||||||||||||||||||||
|
By internally assigned grade:
|
||||||||||||||||||||||||||||||||||||
|
Pass
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||||||
|
Special mention
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Substandard
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Doubtful
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Total C&I
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||||||
|
CRE
|
||||||||||||||||||||||||||||||||||||
|
By internally assigned grade:
|
||||||||||||||||||||||||||||||||||||
|
Pass
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||||||
|
Special mention
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Substandard
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Total CRE
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||||||
|
PPP
|
||||||||||||||||||||||||||||||||||||
|
By internally assigned grade:
|
||||||||||||||||||||||||||||||||||||
|
Pass
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||||||
|
Total PPP
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||||||
|
Auto
|
||||||||||||||||||||||||||||||||||||
|
By payment activity:
|
||||||||||||||||||||||||||||||||||||
|
Performing
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||||||
|
Nonperforming
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Total auto
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||||||
|
Other consumer
|
||||||||||||||||||||||||||||||||||||
|
By payment activity:
|
||||||||||||||||||||||||||||||||||||
|
Performing
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||||||
|
Nonperforming
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Total other consumer
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||||||
|
Residential
|
||||||||||||||||||||||||||||||||||||
|
By payment activity:
|
||||||||||||||||||||||||||||||||||||
|
Performing
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||||||
|
Nonperforming
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Total residential
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||||||
|
Total loans
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||||||
|
(In thousands)
|
2021
|
2020
|
2019
|
2018
|
2017
|
Prior
|
Revolving
Loans
Amortized
Cost Basis
|
Revolving
Loans
Converted
to Term
|
Total
|
|||||||||||||||||||||||||||
| As of December 31, 2021 | ||||||||||||||||||||||||||||||||||||
|
C&I
|
||||||||||||||||||||||||||||||||||||
|
By internally assigned grade:
|
||||||||||||||||||||||||||||||||||||
|
Pass
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||||||
|
Special mention
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Substandard
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Doubtful
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Total C&I
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||||||
|
CRE
|
||||||||||||||||||||||||||||||||||||
|
By internally assigned grade:
|
||||||||||||||||||||||||||||||||||||
|
Pass
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||||||
|
Special mention
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Substandard
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Doubtful
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Total CRE
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||||||
|
PPP
|
||||||||||||||||||||||||||||||||||||
|
By internally assigned grade:
|
||||||||||||||||||||||||||||||||||||
|
Pass
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||||||
|
Total PPP
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||||||
|
Auto
|
||||||||||||||||||||||||||||||||||||
|
By payment activity:
|
||||||||||||||||||||||||||||||||||||
|
Performing
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||||||
|
Nonperforming
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Total auto
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||||||
|
Other consumer
|
||||||||||||||||||||||||||||||||||||
|
By payment activity:
|
||||||||||||||||||||||||||||||||||||
|
Performing
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||||||
|
Nonperforming
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Total other consumer
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||||||
|
Residential
|
||||||||||||||||||||||||||||||||||||
|
By payment activity:
|
||||||||||||||||||||||||||||||||||||
|
Performing
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||||||
|
Nonperforming
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Total residential
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||||||
|
Total loans
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
|
|||||||||||||||||
Allowance for Credit Losses on Off-Balance Sheet Credit Exposures
The allowance for losses on unfunded commitments totaled $5.1
Troubled Debt Restructuring
When the Company modifies a loan in a troubled debt restructuring (“TDR”), such modifications generally include one or a combination of the following: an extension of
the maturity date at a stated rate of interest lower than the current market rate for new debt with similar risk; temporary reduction in the interest rate; or change in scheduled payment amount. Residential and Consumer TDRs occurring during 2022 and
2021 were due to reductions in the interest rate and/or extension of the term.
On August 3, 2020, the Federal Financial Institutions Examination Council issued a joint statement on additional loan accommodations related to COVID-19. The joint
statement clarifies that for loan modifications in which Section 4013 of the CARES Act (“Section 4013”) is being applied, subsequent modifications could also be eligible under Section 4013. Accordingly, the Company offered modifications made in
response to COVID-19 to borrowers who were current and otherwise not past due in accordance with the criteria stated in Section 4013. These include short-term, 180 days or less, modifications in the form of payment deferrals, fee waivers, extensions
of repayment terms, or other delays in payment. The Company evaluated the modification programs provided to its borrowers and has concluded the modifications were generally made in accordance with the CARES Act guidance to borrowers who were in good
standing prior to the COVID-19 pandemic and are not required to be designated as TDRs.
The following tables illustrate the recorded investment and number of modifications designated as TDRs, including the recorded
investment in the loans prior to a modification and the recorded investment in the loans after restructuring:
|
Year Ended December 31, 2022
|
Year Ended December 31, 2021
|
|||||||||||||||||||||||
|
(Dollars in thousands)
|
Number of Contracts
|
Pre-Modification Outstanding Recorded Investment
|
Post-Modification Outstanding Recorded Investment
|
Number of Contracts
|
Pre-Modification Outstanding Recorded Investment
|
Post-Modification Outstanding Recorded Investment
|
||||||||||||||||||
|
Consumer loans:
|
||||||||||||||||||||||||
|
Auto
|
|
$ |
|
$ |
|
|
$ |
|
$ |
|
||||||||||||||
|
Total consumer loans
|
|
$ |
|
$ |
|
|
$ |
|
$ |
|
||||||||||||||
|
Residential
|
|
$ |
|
$ |
|
|
$ |
|
$ |
|
||||||||||||||
|
Total TDRs
|
|
$ |
|
$ |
|
|
$ |
|
$ |
|
||||||||||||||
The following table illustrates the recorded investment and number of modifications for TDRs where a concession has been made and subsequently defaulted during the year:
|
Year Ended December 31,
2022
|
Year Ended December 31,
2021
|
Year Ended December 31,
2020
|
||||||||||||||||||||||
|
(Dollars in thousands)
|
Number of
Contracts
|
Recorded
Investment
|
Number of
Contracts
|
Recorded
Investment
|
Number of
Contracts
|
Recorded
Investment
|
||||||||||||||||||
|
Commercial loans:
|
||||||||||||||||||||||||
|
C&I
|
|
$
|
|
$ | $ | |||||||||||||||||||
|
CRE
|
|
|
||||||||||||||||||||||
|
Total commercial loans
|
|
$
|
|
$ | $ | |||||||||||||||||||
|
Consumer loans:
|
||||||||||||||||||||||||
|
Auto
|
|
$
|
|
$ | $ | |||||||||||||||||||
|
Total consumer loans
|
|
$
|
|
$ | $ | |||||||||||||||||||
|
Residential
|
|
$
|
|
$ | $ | |||||||||||||||||||
|
Total TDRs
|
|
$
|
|
$ | $ | |||||||||||||||||||
7. Premises, Equipment and Leases
A summary of premises and equipment follows:
|
December 31,
|
||||||||
|
(In thousands)
|
2022
|
2021
|
||||||
|
Land, buildings and improvements
|
$
|
|
$
|
|
||||
|
Furniture and equipment
|
|
|
||||||
|
Premises and equipment before accumulated depreciation
|
$
|
|
$
|
|
||||
|
Accumulated depreciation
|
|
|
||||||
|
Total premises and equipment
|
$
|
|
$
|
|
||||
Buildings and improvements are depreciated based on useful lives of
to twenty years . Furniture and equipment is depreciated based on useful lives of to ten years .
Operating leases in which the Company is the lessee are recorded as operating lease ROU assets and operating lease liabilities, included in and ,
respectively, on the consolidated balance sheets. The Company does not have any significant finance leases in which we are the lessee as of December 31, 2022 and December 31, 2021.
Operating lease ROU assets represent the Company’s right to use an underlying asset during the lease term and operating lease liabilities represent
our obligation to make lease payments arising from the lease. ROU assets and operating lease liabilities are recognized at lease commencement based on the present value of the remaining lease payments using a discount rate that represents the Company’s
incremental borrowing rate at the lease commencement date. ROU assets are further adjusted for lease incentives. Operating lease expense, which is comprised of amortization of the ROU asset and the implicit interest accreted on the operating lease
liability, is recognized on a straight-line basis over the lease term and is recorded in occupancy expense in the consolidated statements of income.
The Company made a policy election to exclude the recognition requirements to all classes of leases with original terms of 12 months or less. Instead,
the short-term lease payments are recognized in profit or loss on a straight-line basis over the lease term.
The Company has lease agreements with lease and non-lease components, which are generally accounted for separately. For real estate leases, non-lease
components and other non-components, such as common area maintenance charges, real estate taxes and insurance are not included in the measurement of the lease liability since they are generally able to be segregated.
Our leases relate primarily to office space and bank branches, and some contain options to renew the lease. These options to renew are generally not
considered reasonably certain to exercise, and are therefore not included in the lease term until such time that the option to renew is reasonably certain. As of December 31, 2022, operating lease ROU assets and liabilities were $23.9 million and $25.6 million, respectively.
As of December 31, 2021, operating lease ROU assets and liabilities were $23.3 million and $27.6 million, respectively.
The table below summarizes net lease cost:
|
December 31,
|
||||||||
|
(In thousands)
|
2022
|
2021
|
||||||
|
Operating lease cost
|
$
|
|
$
|
|
||||
|
Variable lease cost
|
|
|
||||||
|
Short-term lease cost
|
|
|
||||||
|
Sublease income
|
(
|
)
|
(
|
)
|
||||
|
Total premises and equipment
|
$
|
|
$
|
|
||||
The table below shows future minimum rental commitments related to non-cancelable operating leases for the next five years and thereafter as of December 31, 2022.
|
(In thousands)
|
||||
|
2023
|
$
|
|
||
|
2024
|
|
|||
|
2025
|
|
|||
|
2026
|
|
|||
|
2027
|
|
|||
|
Thereafter
|
|
|||
|
Total lease payments
|
$
|
|
||
|
Less: interest
|
(
|
)
|
||
|
Present value of lease liabilities
|
$
|
|
||
The following table shows the weighted average remaining operating lease term, the weighted average discount rate and supplemental information on the consolidated
statements of cash flows for operating leases:
|
December 31,
|
||||||||
|
(In thousands except for percent and period data)
|
2022
|
2021
|
||||||
|
Weighted average remaining lease term, in years
|
|
|
||||||
|
Weighted average discount rate
|
|
%
|
|
%
|
||||
|
Cash paid for amounts included in the measurement of lease liabilities:
|
||||||||
|
Operating cash flows from operating leases
|
$
|
|
$
|
|
||||
|
ROU assets obtained in exchange for lease liabilities
|
|
|
||||||
As of December 31, 2022 there are no new significant leases that have not yet commenced.
Rental expense included in occupancy expense amounted to $7.2
million in 2022, $7.2 million in 2021 and $8.0
million in 2020.
8. Goodwill and Other Intangible Assets
A summary of goodwill is as follows:
|
(In thousands)
|
||||
|
January 1, 2022
|
$
|
|
||
|
Goodwill acquired
|
|
|||
|
December 31, 2022
|
$
|
|
||
|
January 1, 2021
|
$
|
|
||
|
Goodwill acquired
|
|
|||
|
December 31, 2021
|
$
|
|
||
The Company has intangible assets with definite useful lives capitalized on its consolidated balance sheet in the form of core deposit and other identified intangible
assets. These intangible assets are amortized over their estimated useful lives, which range primarily from to twenty years .
There was no
A summary of core deposit and other intangible assets follows:
|
December 31,
|
||||||||
|
(In thousands)
|
2022
|
2021
|
||||||
|
Core deposit intangibles:
|
||||||||
|
Gross carrying amount
|
$
|
|
$
|
|
||||
|
Less: accumulated amortization
|
|
|
||||||
|
Net carrying amount
|
$
|
|
$
|
|
||||
|
Identified intangible assets:
|
||||||||
|
Gross carrying amount
|
$
|
|
$
|
|
||||
|
Less: accumulated amortization
|
|
|
||||||
|
Net carrying amount
|
$
|
|
$
|
|
||||
|
Total intangibles:
|
||||||||
|
Gross carrying amount
|
$
|
|
$
|
|
||||
|
Less: accumulated amortization
|
|
|
||||||
|
Net carrying amount
|
$
|
|
$
|
|
||||
Amortization expense on intangible assets with definite useful lives totaled $2.3 million for 2022, $2.8 million for 2021 and $3.4 million for 2020. Amortization
expense on intangible assets with definite useful lives is expected to total $1.9 million for 2023, $1.6 million for 2024, $1.2 million for 2025, $1.0 million for 2026, $0.7 million for 2027 and $1.0 million thereafter. Other
identified intangible assets include customer lists and non-compete agreements.
During the years ended December 31, 2022, 2021 and 2020, there was no
9. Deposits
The following table sets forth the maturity distribution of time deposits:
|
(In thousands)
|
December 31, 2022
|
|||
|
Within one year
|
$
|
|
||
|
After one but within two years
|
|
|||
|
After two but within three years
|
|
|||
|
After three but within four years
|
|
|||
|
After four but within five years
|
|
|||
|
After five years
|
|
|||
|
Total
|
$
|
|
||
Time deposits of $250,000 or more aggregated $48.4 million
and $72.3 million December 31, 2022
and 2021, respectively.
10. Borrowings
Short-Term Borrowings
In addition to the liquidity provided by balance sheet cash flows, liquidity must also be supplemented with additional sources such as credit lines from correspondent
banks as well as borrowings from the FHLB and the Federal Reserve Bank. Other funding alternatives may also be appropriate from time to time, including wholesale and retail repurchase agreements and brokered certificate of deposit (“CD”) accounts.
Short-term borrowings totaled $585.0 million and $97.8 million at December 31, 2022 and 2021, respectively, and consist of Federal funds purchased and 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. Borrowings on the FHLB lines are secured by FHLB stock, certain securities and one-to-four family first lien mortgage loans. Securities collateralizing repurchase agreements are held in safekeeping by nonaffiliated financial institutions
and are under the Company’s control.
Information related to short-term borrowings is summarized as follows:
| December 31, |
||||||||||||
|
(Dollars in thousands)
|
2022
|
2021
|
2020
|
|||||||||
|
Federal funds purchased:
|
||||||||||||
|
Balance at year-end
|
$
|
|
$
|
|
$
|
|
||||||
|
Average during the year
|
|
|
|
|||||||||
|
Maximum month end balance
|
|
|
|
|||||||||
|
Weighted average rate during the year
|
|
%
|
|
%
|
|
%
|
||||||
|
Weighted average rate at year-end
|
|
%
|
|
|
||||||||
|
Securities sold under repurchase agreements:
|
||||||||||||
|
Balance at year-end
|
$
|
|
$
|
|
$
|
|
||||||
|
Average during the year
|
|
|
|
|||||||||
|
Maximum month end balance
|
|
|
|
|||||||||
|
Weighted average rate during the year
|
|
%
|
|
%
|
|
%
|
||||||
|
Weighted average rate at year-end
|
|
%
|
|
%
|
|
%
|
||||||
|
Other short-term borrowings:
|
||||||||||||
|
Balance at year-end
|
$
|
|
$
|
|
$
|
|
||||||
|
Average during the year
|
|
|
|
|||||||||
|
Maximum month end balance
|
|
|
|
|||||||||
|
Weighted average rate during the year
|
|
%
|
|
%
|
|
%
|
||||||
|
Weighted average rate at year-end
|
|
%
|
|
|
%
|
|||||||
See Note 4 for additional information regarding securities pledged as collateral for securities sold under the repurchase agreements.
Long-Term Debt
Long-term debt consists of obligations having an original maturity at issuance of more than one year. A majority of the Company’s long-term debt is
comprised of FHLB advances collateralized by the FHLB stock owned by the Company, and a blanket lien on its residential real estate mortgage loans. As of December 31, 2022 the Company had no callable long-term debt. A summary is as follows:
|
(Dollars in thousands)
|
December 31, 2022
|
December 31, 2021
|
||||||||||||||
|
Maturity
|
Amount
|
Weighted
Average Rate
|
Amount
|
Weighted
Average Rate
|
||||||||||||
|
2022
|
$
|
-
|
-
|
$
|
|
|
%
|
|||||||||
|
2025
|
|
|
%
|
|
|
|||||||||||
|
2031
|
|
|
%
|
|
|
%
|
||||||||||
|
Total
|
$
|
|
$
|
|
||||||||||||
Subordinated Debt
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 .
The Company may redeem the subordinated notes (1) in whole or in part beginning with the interest payment date of July 1, 2025, and on any interest
payment date thereafter or (2) in whole but not in part upon the occurrence of a “Tax Event”, a “Tier 2 Capital Event” or in the event the Company is required to register as an investment company pursuant to the Investment Company Act of 1940, as
amended. The redemption price for any redemption is 100 % of the principal amount of the subordinated notes being redeemed, plus accrued
and unpaid interest thereon to, but excluding, the date of redemption. Any redemption of the subordinated notes will be subject to the receipt of the approval of the Board of Governors of the Federal Reserve System to the extent then required under
applicable laws or regulations, including capital regulations.
The Company repurchased $
The following table summarizes the Company’s subordinated debt:
|
(Dollars in thousands)
|
December 31, 2022 |
December 31,
2021
|
||||||
|
Subordinated notes issued June 2020 – fixed interest rate of
|
$ |
$
|
|
|||||
|
Unamortized debt issuance costs
|
( |
) |
(
|
)
|
||||
|
Total subordinated debt, net
|
$ |
$
|
|
|||||
Junior Subordinated Debt
The Company sponsors five business
trusts, CNBF Capital Trust I, NBT Statutory Trust I, NBT Statutory Trust II, Alliance Financial Capital Trust I and Alliance Financial Capital Trust II (collectively, the “Trusts”). The Company’s junior subordinated debentures include amounts related
to the Company’s NBT Statutory Trust I and II as well as junior subordinated debentures associated with one statutory trust affiliate that
was acquired from our merger with CNB Financial Corp. and two statutory trusts that were acquired from our acquisition of Alliance
Financial Corporation (“Alliance”). The Trusts were formed for the purpose of issuing company-obligated mandatorily redeemable trust preferred securities to third-party investors and investing in the proceeds from the sale of such preferred
securities solely in junior subordinated debt securities of the Company for general corporate purposes. The Company guarantees, on a limited basis, payments of distributions on the trust preferred securities and payments on redemption of the trust
preferred securities. The Trusts are VIEs for which the Company is not the primary beneficiary, as defined by GAAP. In accordance with GAAP, the accounts of the Trusts are not included in the Company’s consolidated financial statements. See Note 1
for additional information about the Company’s consolidation policy.
The debentures held by each trust are the sole assets of that trust. The Trusts hold, as their sole assets, junior subordinated debentures of the
Company with face amounts totaling $98.0 million at December 31, 2022. The Company owns all of the common securities of the Trusts and has
accordingly recorded $3.2 million in equity method investments classified as other assets in our consolidated balance sheets at December
31, 2022. The Company owns all of the common stock of the Trusts, which have issued trust preferred securities in conjunction with the Company issuing trust preferred debentures to the Trusts. The terms of the trust preferred debentures are
substantially the same as the terms of the trust preferred securities.
As of December 31, 2022, the Trusts had the following trust preferred securities outstanding and held the following junior subordinated debentures
of the Company (dollars in thousands):
|
Description
|
Issuance Date
|
Trust
Preferred
Securities
Outstanding
|
Interest Rate
|
Trust
Preferred
Debt Owed
To Trust
|
Final Maturity Date
|
||||||
|
CNBF Capital Trust I
|
|
$
|
|
plus
|
$
|
|
|
||||
|
NBT Statutory Trust I
|
|
|
plus
|
|
|
||||||
|
NBT Statutory Trust II
|
|
|
plus
|
|
|
||||||
|
Alliance Financial Capital Trust I
|
|
|
plus
|
|
|
||||||
|
Alliance Financial Capital Trust II
|
|
|
plus
|
|
|
||||||
The Company’s junior subordinated debentures are redeemable prior to the maturity date at our option upon each trust’s stated option repurchase
dates and from time to time thereafter. These debentures are also redeemable in whole at any time upon the occurrence of specific events defined within the trust indenture. Our obligations under the debentures and related documents, taken together,
constitute a full and unconditional guarantee by the Company of the issuers’ obligations under the trust preferred securities. The Company owns all of the common stock of the Trusts, which have issued trust preferred securities in conjunction with
the Company issuing trust preferred debentures to the Trusts. The terms of the trust preferred debentures are substantially the same as the terms of the trust preferred securities.
With respect to the Trusts, the Company has the right to defer payments of interest on the debentures issued to the Trusts at any time or from time
to time for a period of up to ten consecutive semi-annual periods with respect to each deferral period. Under the terms of the debentures,
if in certain circumstances there is an event of default under the debentures or the Company elects to defer interest on the debentures, the Company may not, with certain exceptions, declare or pay any dividends or distributions on its capital stock
or purchase or acquire any of its capital stock.
Despite the fact that the Trusts are not included in the Company’s consolidated financial statements, $97 million of the $101 million in trust preferred securities issued
by these subsidiary trusts is included in the Tier 1 capital of the Company for regulatory capital purposes as allowed by the Federal Reserve Board (NBT Bank owns $1.0 million of CNBF Trust I securities). The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 requires bank holding companies with assets greater than $500 million to be subject to the same capital requirements as insured depository institutions, meaning, for instance, that such bank holding companies
will not be able to count trust preferred securities issued after May 19, 2010 as Tier 1 capital. The aforementioned Trusts are grandfathered with respect to this enactment based on their date of issuance.
11. Income Taxes
The significant components of income tax expense attributable to operations are as follows:
|
Years Ended December 31,
|
||||||||||||
|
(In thousands)
|
2022
|
2021
|
2020
|
|||||||||
|
Current
|
||||||||||||
|
Federal
|
$
|
|
$
|
|
$
|
|
||||||
|
State
|
|
|
|
|||||||||
|
Total Current
|
$
|
|
$
|
|
$
|
|
||||||
|
Deferred
|
||||||||||||
|
Federal
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
||||
|
State
|
(
|
)
|
|
(
|
)
|
|||||||
|
Total Deferred
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
||||
|
Total income tax expense
|
$
|
|
$
|
|
$
|
|
||||||
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are as follows:
|
December 31,
|
||||||||
|
(In thousands)
|
2022
|
2021
|
||||||
|
Deferred tax assets:
|
||||||||
|
Allowance for loan losses
|
$
|
|
$
|
|
||||
|
Lease liability
|
|
|
||||||
|
Deferred compensation
|
|
|
||||||
|
Loan fees
|
|
|
||||||
|
Stock-based compensation expense
|
|
|
||||||
| Unrealized losses on securities |
||||||||
|
Other
|
|
|
||||||
|
Total deferred tax assets
|
$
|
|
$
|
|
||||
|
Deferred tax liabilities:
|
||||||||
|
Pension benefits
|
$
|
|
$
|
|
||||
|
Lease right-of-use asset
|
|
|
||||||
|
Amortization of intangible assets
|
|
|
||||||
|
Premises and equipment, primarily due to accelerated depreciation
|
|
|
||||||
|
Other
|
|
|
||||||
|
Total deferred tax liabilities
|
$
|
|
$
|
|
||||
|
Net deferred tax asset at year-end
|
$
|
|
$
|
|
||||
|
Net deferred tax asset at beginning of year
|
|
|
||||||
|
Increase in net deferred tax asset
|
$
|
|
$
|
|
||||
Realization of deferred tax assets is dependent upon the generation of future taxable income. A valuation allowance is recorded when it is more likely than not that some
portion of the deferred tax asset will not be realized. Based on available evidence, gross deferred tax assets will ultimately be realized and a valuation allowance was not deemed necessary at December 31, 2022 and 2021.
The following is a reconciliation of the provision for income taxes to the amount computed by applying the applicable Federal statutory rate to income before taxes:
|
Years Ended December 31,
|
||||||||||||
|
(In thousands)
|
2022
|
2021
|
2020
|
|||||||||
|
Federal income tax at statutory rate
|
$
|
|
$
|
|
$
|
|
||||||
|
Tax exempt income
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Net increase in cash surrender value of life insurance
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Federal tax credits
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
State taxes, net of federal tax benefit
|
|
|
|
|||||||||
|
Other, net
|
|
|
(
|
)
|
||||||||
|
Income tax expense
|
$
|
|
$
|
|
$
|
|
||||||
A reconciliation of the beginning and ending balance of Federal and State gross unrecognized tax benefits (“UTBs”) is as follows:
|
(In thousands)
|
2022
|
2021
|
||||||
|
Balance at January 1
|
$
|
|
$
|
|
||||
|
Additions for tax positions of prior years
|
|
|
||||||
|
Current period tax positions
|
|
|
||||||
|
Balance at December 31
|
$
|
|
$
|
|
||||
|
Amount that would affect the effective tax rate if recognized, gross of tax
|
$
|
|
$
|
|
||||
The Company recognizes interest and penalties on the income tax expense line in the accompanying consolidated statements of income. The Company monitors changes in tax
statutes and regulations to determine if significant changes will occur over the next 12 months. As of December 31, 2022, no
significant changes to UTBs are projected; however, tax audit examinations are possible, but it is not reasonably possible to estimate when examinations in
subsequent years will be completed. The Company recognized an insignificant amount of interest expense related to UTBs in the consolidated statement of income for the year ended December 31, 2022.
As of December 31, 2022, the Company is no longer subject to U.S. Federal tax examination by tax authorities for years prior to 2019. The tax years are currently being audited by New York State.
12. Employee Benefit Plans
Defined Benefit Post-Retirement Plans
The Company has a qualified, noncontributory, defined benefit pension plan (“the Plan”) covering substantially all of its employees at December 31, 2022. Benefits paid
from the Plan are based on age, years of service, compensation and social security benefits and are determined in accordance with defined formulas. The Company’s policy is to fund the Plan in accordance with Employee Retirement Income Security Act of
1974 standards. Assets of the Plan are invested in publicly traded stocks, bonds and mutual funds. Prior to January 1, 2000, the Plan was a traditional defined benefit plan based on final average compensation. On January 1, 2000, the Plan was converted
to a cash balance plan with grandfathering provisions for existing participants. Effective March 1, 2013, the Plan was amended. Benefit accruals for participants who, as of January 1, 2000, elected to continue participating in the traditional defined
benefit plan design were frozen as of March 1, 2013. In May 2013, the noncontributory, frozen, defined benefit pension plan assumed from Alliance in the acquisition was merged into the Plan. In addition to the Plan, the Company provides supplemental
employee retirement plans to certain current and former executives. The Company also assumed supplemental retirement plans for former executives in the Alliance acquisition. These supplemental employee retirement plans and the Plan are collectively
referred to herein as “Pension Benefits.”
In addition, the Company provides certain health care benefits for retired employees. Benefits were accrued over the employees’ active service period. Only employees that
were employed by the Company on or before January 1, 2000 are eligible to receive post-retirement health care benefits. The Plan is contributory for participating retirees, requiring participants to absorb certain deductibles and coinsurance amounts
with contributions adjusted annually to reflect cost sharing provisions and benefit limitations called for in the Plan. Employees become eligible for these benefits if they reach normal retirement age while working for the Company. For eligible
employees described above, the Company funds the cost of post-retirement health care as benefits are paid. The Company elected to recognize the transition obligation on a delayed basis over twenty years . In addition, the Company assumed post-retirement medical life insurance benefits for certain Alliance employees, retirees and their spouses, if applicable, in the Alliance
acquisition. These post-retirement benefits are referred to herein as “Other Benefits.”
Accounting standards require an employer to: (1) recognize the overfunded or underfunded status of defined benefit post-retirement plans, which is
measured as the difference between plan assets at fair value and the benefit obligation, as an asset or liability in its balance sheet; (2) recognize changes in that funded status in the year in which the changes occur through comprehensive income; and
(3) measure the defined benefit plan assets and obligations as of the date of its year-end balance sheet.
The components of AOCI, which have not yet been recognized as components of net periodic benefit cost, related to pensions and other post-retirement benefits are
summarized below:
|
Pension Benefits
|
Other Benefits
|
|||||||||||||||
|
(In thousands)
|
2022
|
2021
|
2022
|
2021
|
||||||||||||
|
Net actuarial loss (gain)
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||||
|
Prior service cost (credit)
|
|
|
(
|
)
|
(
|
)
|
||||||||||
|
Total amounts recognized in AOCI (pre-tax)
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||||
A December 31 measurement date is used for the pension, supplemental pension and post-retirement benefit plans. The following table sets forth changes in benefit
obligations, changes in plan assets and the funded status of the pension plans and other post-retirement benefits:
|
Pension Benefits
|
Other Benefits
|
|||||||||||||||
|
(In thousands)
|
2022
|
2021
|
2022
|
2021
|
||||||||||||
|
Change in benefit obligation:
|
||||||||||||||||
|
Benefit obligation at beginning of year
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Service cost
|
|
|
|
|
||||||||||||
|
Interest cost
|
|
|
|
|
||||||||||||
|
Plan participants’ contributions
|
|
|
|
|
||||||||||||
|
Actuarial (gain) loss
|
(
|
)
|
|
(
|
)
|
(
|
)
|
|||||||||
|
Benefits paid
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Projected benefit obligation at end of year
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Change in plan assets:
|
||||||||||||||||
|
Fair value of plan assets at beginning of year
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
(Loss) gain on plan assets
|
(
|
)
|
|
|
|
|||||||||||
|
Employer contributions
|
|
|
|
|
||||||||||||
|
Plan participants’ contributions
|
|
|
|
|
||||||||||||
|
Benefits paid
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Fair value of plan assets at end of year
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Funded (unfunded) status at year end
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||||
An asset is recognized for an overfunded plan and a liability is recognized for an underfunded plan. The accumulated benefit obligation for pension benefits was $75.9 million and $88.9 million at December
31, 2022 and 2021, respectively. The accumulated benefit obligation for other post-retirement benefits was $4.2 million and $5.2 million at December 31, 2022 and 2021, respectively. The funded status of the pension and other post-retirement benefit plans has been recognized as
follows in the consolidated balance sheets at December 31, 2022 and 2021.
|
Pension Benefits
|
Other Benefits
|
|||||||||||||||
|
(In thousands)
|
2022
|
2021
|
2022
|
2021
|
||||||||||||
|
Other assets
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Other liabilities
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Funded status
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||||
The following assumptions were used to determine the benefit obligation and the net periodic pension cost for the years indicated:
|
Years Ended December 31,
|
|||
|
2022
|
2021
|
2020
|
|
|
Weighted average assumptions:
|
|||
|
The following assumptions were used to determine benefit obligations:
|
|||
|
Discount rate
|
|
|
|
|
Expected long-term return on plan assets
|
|
|
|
|
Rate of compensation increase
|
|
|
|
|
Interest rate of credit for cash balance plan
|
|
|
|
|
The following
assumptions were used to determine net periodic pension cost:
|
|||
|
Discount rate
|
|
|
|
|
Expected long-term return on plan assets
|
|
|
|
|
Rate of compensation increase
|
|
|
|
|
Interest rate of credit for cash balance plan
|
|
|
|
Net periodic benefit cost and other amounts recognized in OCI for the years ended December 31 included the following components:
|
Pension Benefits
|
Other Benefits
|
|||||||||||||||||||||||
|
(In thousands)
|
2022
|
2021
|
2020
|
2022
|
2021
|
2020
|
||||||||||||||||||
|
Components of net periodic (benefit) cost:
|
||||||||||||||||||||||||
|
Service cost
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||
|
Interest cost
|
|
|
|
|
|
|
||||||||||||||||||
|
Expected return on plan assets
|
(
|
)
|
(
|
)
|
(
|
)
|
|
|
|
|||||||||||||||
|
Additional gain due to curtailment
|
|
|
(
|
)
|
|
|
|
|||||||||||||||||
|
Amortization of prior service cost
|
|
|
|
|
|
|
||||||||||||||||||
|
Amortization of unrecognized net loss
|
|
|
|
|
|
|
||||||||||||||||||
|
Net periodic pension (benefit) cost
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
$
|
|
$
|
|
|||||||||
|
Other changes in plan assets and benefit obligations recognized in OCI (pre-tax):
|
||||||||||||||||||||||||
|
Net loss (gain)
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
||||||||
|
Additional gain due to curtailment
|
|
|
|
|
|
|
||||||||||||||||||
|
Amortization of prior service cost
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||
|
Amortization of unrecognized net loss
|
(
|
)
|
(
|
)
|
(
|
)
|
|
|
|
|||||||||||||||
|
Total recognized in OCI
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
||||||||
|
Total recognized in net periodic cost (benefit) and OCI, pre-tax
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
||||||||
The service cost component of the net periodic (benefit) cost is included in Salaries and Employee Benefits and the interest cost, expected return on
plan assets and net amortization components are included in Other Noninterest Expense on the consolidated statements of income.
The following table sets forth estimated future benefit payments for the pension plans and other post-retirement benefit plans as of December 31, 2022:
|
(In thousands)
|
Pension
Benefits
|
Other
Benefits
|
||||||
|
2023
|
$
|
|
$
|
|
||||
|
2024
|
|
|
||||||
|
2025
|
|
|
||||||
|
2026
|
|
|
||||||
|
2027
|
|
|
||||||
|
2028 - 2032
|
|
|
||||||
The Company made no
For measurement purposes, the annual rates of increase in the per capita cost of covered medical and prescription drug benefits for fiscal year 2022 were assumed to be 4.5 % to 6.5 %. The rates were assumed to
decrease gradually to 4.0 % for fiscal year 2075 and remain at that level thereafter. Assumed health care cost trend rates have a significant
effect on amounts reported for health care plans.
Plan Investment Policy
The Company’s key investment objectives in managing its defined benefit plan assets are to ensure that present and future benefit obligations to all participants and
beneficiaries are met as they become due; to provide a total return that, over the long-term, maximizes the ratio of the plan assets to liabilities, while minimizing the present value of required Company contributions, at the appropriate levels of
risk; to meet statutory requirements and regulatory agencies’ requirements; and to satisfy applicable accounting standards. The Company periodically evaluates the asset allocations, funded status, rate of return assumption and contribution strategy for
satisfaction of our investment objectives.
The target and actual allocations expressed as a percentage of the defined benefit pension plan’s assets are as follows:
|
Target 2022
|
2022
|
2021
|
|
|
Cash and cash equivalents
|
|
|
|
|
Fixed income securities
|
|
|
|
|
Equities
|
|
|
|
|
Total
|
|
|
Only high-quality bonds are to be included in the portfolio. All issues that are rated lower than A by Standard and Poor’s are to be excluded. Equity securities at
December 31, 2022 and 2021 do not include any Company common stock.
The following table presents the financial instruments recorded at fair value on a recurring basis by the Plan:
|
(In thousands)
|
Level 1
|
Level 2
|
December 31,
2022
|
|||||||||
|
Cash and cash equivalents
|
$
|
|
$
|
|
$
|
|
||||||
|
Foreign equity mutual funds
|
|
|
|
|||||||||
|
Equity mutual funds
|
|
|
|
|||||||||
|
U.S. government bonds
|
|
|
|
|||||||||
|
Corporate bonds
|
|
|
|
|||||||||
|
Total
|
$
|
|
$
|
|
$
|
|
||||||
|
Level 1
|
Level 2
|
December 31,
2021
|
||||||||||
|
Cash and cash equivalents
|
$
|
|
$
|
|
$
|
|
||||||
|
Foreign equity mutual funds
|
|
|
|
|||||||||
|
Equity mutual funds
|
|
|
|
|||||||||
|
U.S. government bonds
|
|
|
|
|||||||||
|
Corporate bonds
|
|
|
|
|||||||||
|
Total
|
$
|
|
$
|
|
$
|
|
||||||
The plan had no financial instruments recorded at fair value on a non-recurring basis as of December 31, 2022 and 2021.
Determination of Assumed Rate of Return
The expected long-term rate-of-return on assets was 6.7
Employee 401(k) and Employee Stock Ownership Plans
The Company maintains a 401(k) and employee stock ownership plan (the “401(k) Plan”). The Company contributes to the 401(k) Plan based on employees’ contributions out of
their annual salaries. In addition, the Company may also make discretionary contributions to the 401(k) Plan based on profitability. Participation in the 401(k) Plan is contingent upon certain age and service requirements. The employer contributions
associated with the 401(k) Plan were $4.0 million in 2022, $3.9 million in 2021 and $3.6 million in 2020.
Other Retirement Benefits
Included in other liabilities is $1.1 million and $1.3 million at December 31, 2022 and 2021, respectively, for supplemental retirement benefits for retired executives from legacy plans assumed in
acquisitions. The Company recognized $0.2
13. Stock-Based Compensation
In May 2018, the Company adopted the NBT Bancorp Inc. 2018 Omnibus Incentive Plan (the “Stock Plan”) replacing the 2008 Omnibus Incentive Plan which automatically
expired in April 2018. Under the terms of the Stock Plan, equity-based awards are granted to directors and employees to increase their direct proprietary interest in the operations and success of the Company. The Stock Plan assumed all prior
equity-based incentive plans and any new equity-based awards are granted under the terms of the Stock Plan. Restricted shares granted under the Plan typically vest
after or five years for employees and three years
for non-employee directors. Restricted stock units granted under the Stock Plan may have different terms and conditions. Performance shares and units granted under the Stock Plan for executives may have different terms and conditions. Since 2011, the
Company primarily grants restricted stock unit awards. Stock option grants since that time were reloads of existing grants which terminate ten years
from the date of the grant. Under terms of the Stock Plan, stock options are granted to purchase shares of the Company’s common stock at a price equal to the fair market value of the common stock on the date of the grant. Shares issued as a
result of vesting of restricted stock unit awards and stock option exercises are funded from the Company’s treasury stock.
The Company has outstanding restricted stock granted from various plans at December 31, 2022. The Company recognized $4.5 million, $4.4 million and $4.6 million in stock-based compensation expense
related to these stock awards for the years ended December 31, 2022, 2021 and 2020, respectively. Tax benefits recognized with
respect to restricted stock units were $1.2 million, $1.9 million and $1.0 million for the years ended December 31, 2022, 2021 and 2020, respectively. Unrecognized compensation cost related to restricted stock units totaled $5.7 million at December 31, 2022 and will be recognized over 1.5 years on a weighted average basis. Shares issued are funded from the Company’s treasury stock. The following table summarizes information for
unvested restricted stock units outstanding as of December 31, 2022:
| |
Number
of Shares
|
Weighted-
Average Grant
Date Fair Value
|
||||||
|
Unvested at January 1, 2022
|
|
$
|
|
|||||
|
Forfeited
|
(
|
)
|
|
|||||
|
Vested
|
(
|
)
|
|
|||||
|
Granted
|
|
|
||||||
|
Unvested at December 31, 2022
|
|
$
|
|
|||||
The following table summarizes information concerning stock options outstanding:
|
(In thousands, except share and per share data)
|
Number
of Shares
|
Weighted
Average
Exercise Price
|
Weighted Average
Remaining
Contractual Term
(in Years)
|
Aggregate
Intrinsic
Value
|
||||||||||||
|
Outstanding at January 1, 2022
|
|
$
|
|
|||||||||||||
|
Exercised
|
|
|
||||||||||||||
|
Expired
|
|
|
||||||||||||||
|
Outstanding at December 31, 2022
|
|
$
|
|
|
$
|
|
||||||||||
|
Exercisable at December 31, 2022
|
|
$
|
|
|
$
|
|
||||||||||
There was no
|
Years Ended December 31,
|
||||||||||||
|
(In thousands)
|
2022
|
2021
|
2020
|
|||||||||
|
Proceeds from stock options exercised
|
$
|
|
$
|
|
$
|
|
||||||
|
Tax benefits related to stock options exercised
|
|
|
|
|||||||||
|
Intrinsic value of stock options exercised
|
|
|
|
|||||||||
The Company has 384,182 securities remaining available to
be granted as part of the Plan at December 31, 2022.
14. Stockholders’ Equity
In accordance with GAAP, unrecognized prior service costs and net actuarial gains or losses associated with the Company’s pension and postretirement benefit plans and
unrealized gains on derivatives and on AFS securities are included in AOCI, net of tax. For the years ended December 31, components of AOCI are:
|
(In thousands)
|
2022
|
2021
|
2020
|
|||||||||
|
Unrecognized prior service cost and net actuarial (losses) on pension plans
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
|||
|
Unrealized (losses) on derivatives (cash flow hedges)
|
|
|
(
|
)
|
||||||||
|
Unrealized net holding (losses) gains on AFS securities
|
(
|
)
|
(
|
)
|
|
|||||||
|
AOCI
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
||||
Certain restrictions exist regarding the ability of the subsidiary bank to transfer funds to the Company in the form of cash dividends. The approval of the Office of the
Comptroller of the Currency (“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, 2022, approximately $145.3 million 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’s continued 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.
The Company purchased 400,000 shares of its common stock
during the year ended December 31, 2022, for a
total of $14.7 million at an average price of
$36.78 per share under its previously
announced share repurchase program. On
December 20, 2021, the Board of Directors authorized a repurchase program for the Company to repurchase up to 2,000,000 shares of its
outstanding common stock. As of December 31, 2022, there were 1,600,000 shares available for repurchase under this plan which is set to expire on December 31, 2023.
15. Regulatory Capital Requirements
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital
requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the consolidated financial statements. Under capital adequacy guidelines and the
regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of NBT Bank’s assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting
practices. The capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.
Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the
table below) of total and Tier 1 Capital to risk-weighted assets and of Tier 1 capital to average assets. In addition to maintaining minimum capital ratios, the
Company is subject to a capital conservation buffer (“Buffer”) of 2.50% above the minimum to avoid restriction on capital distributions and discretionary bonus paychecks to officers. At December 31, 2022 and 2021, the Company and the Bank meet all capital adequacy requirements to which they were subject.
Under their prompt corrective action regulations, regulatory authorities are required to take certain supervisory actions (and may take additional discretionary actions)
with respect to an undercapitalized institution. Such actions could have a direct material effect on an institution’s financial statements. The regulations establish a framework for the classification of banks into five categories: well-capitalized,
adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized. As of December 31, 2022 and 2021, the most recent notifications from the Bank’s regulators categorized the Bank as well-capitalized under the regulatory framework for prompt
corrective action. To be categorized as well-capitalized the Bank must maintain minimum total risk-based, Tier 1 risk-based and Tier 1 Capital to Average Asset ratios as set forth in the table below. There are no conditions or events since that
notification that management believes have changed the Bank’s category.
In March 2020, the OCC, the Board of Governors of the Federal Reserve System and the Federal Deposit Insurance
Corporation (“FDIC”) announced an interim final rule to delay the estimated impact on regulatory capital stemming from the implementation of CECL. Under the modified CECL transition provision, the regulatory capital impact of the
January 1, 2020 CECL adoption date adjustment to the allowance for credit losses (after-tax) has been deferred and will phase into regulatory capital at 25% per year commencing January 1, 2022. For the ongoing impact of CECL, the Company is
allowed to defer the regulatory capital impact of the allowance for credit losses in an amount equal to 25% of the change in the allowance for credit losses (pre-tax) recognized through earnings for each period between January 1, 2020 and
December 31, 2021. The cumulative adjustment to the allowance for credit losses between January 1, 2020 and December 31, 2021, will also phase into regulatory capital at 25% per year commencing January 1, 2022. The Company adopted the capital
transition relief over the permissible five-year period. The Company and NBT Bank’s actual capital amounts and ratios are presented as follows:
|
Actual
|
Regulatory Ratio Requirements
|
|||||||||||||||||||
|
(Dollars in thousands)
|
Amount
|
Ratio
|
Minimum
Capital
Adequacy
|
Minimum
plus Buffer
|
For
Classification
as Well-
Capitalized
|
|||||||||||||||
|
As of December 31, 2022
|
||||||||||||||||||||
|
Tier I Capital (to average assets)
|
||||||||||||||||||||
|
Company
|
$
|
|
|
%
|
|
%
|
|
%
|
||||||||||||
|
NBT Bank
|
|
|
%
|
|
%
|
|
%
|
|||||||||||||
|
Common Equity Tier 1 Capital
|
||||||||||||||||||||
|
Company
|
|
|
%
|
|
%
|
|
%
|
|
%
|
|||||||||||
|
NBT Bank
|
|
|
%
|
|
%
|
|
%
|
|
%
|
|||||||||||
|
Tier I Capital (to risk-weighted assets)
|
||||||||||||||||||||
|
Company
|
|
|
%
|
|
%
|
|
%
|
|
%
|
|||||||||||
|
NBT Bank
|
|
|
%
|
|
%
|
|
%
|
|
%
|
|||||||||||
|
Total Capital (to risk-weighted assets)
|
||||||||||||||||||||
|
Company
|
|
|
%
|
|
%
|
|
%
|
|
%
|
|||||||||||
|
NBT Bank
|
|
|
%
|
|
%
|
|
%
|
|
%
|
|||||||||||
|
As of December 31, 2021
|
||||||||||||||||||||
|
Tier I Capital (to average assets)
|
||||||||||||||||||||
|
Company
|
$
|
|
|
%
|
|
%
|
|
%
|
||||||||||||
|
NBT Bank
|
|
|
%
|
|
%
|
|
%
|
|||||||||||||
|
Common Equity Tier 1 Capital
|
||||||||||||||||||||
|
Company
|
|
|
%
|
|
%
|
|
%
|
|
%
|
|||||||||||
|
NBT Bank
|
|
|
%
|
|
%
|
|
%
|
|
%
|
|||||||||||
|
Tier I Capital (to risk-weighted assets)
|
||||||||||||||||||||
|
Company
|
|
|
%
|
|
%
|
|
%
|
|
%
|
|||||||||||
|
NBT Bank
|
|
|
%
|
|
%
|
|
%
|
|
%
|
|||||||||||
|
Total Capital (to risk-weighted assets)
|
||||||||||||||||||||
|
Company
|
|
|
%
|
|
%
|
|
%
|
|
%
|
|||||||||||
|
NBT Bank
|
|
|
%
|
|
%
|
|
%
|
|
%
|
|||||||||||
16. Earnings Per Share
The following is a reconciliation of basic and diluted EPS for the years presented in the consolidated statements of income:
|
Years Ended December 31,
|
||||||||||||||||||||||||||||||||||||
|
2022
|
2021
|
2020
|
||||||||||||||||||||||||||||||||||
|
(In thousands except per share data)
|
Net
Income
|
Weighted
Average
Shares
|
Per
Share
Amount
|
Net
Income
|
Weighted
Average
Shares
|
Per
Share
Amount
|
Net
Income
|
Weighted
Average
Shares
|
Per
Share
Amount
|
|||||||||||||||||||||||||||
|
Basic EPS
|
$
|
|
|
$
|
|
$
|
|
|
$
|
|
$
|
|
|
$
|
|
|||||||||||||||||||||
|
Effect of dilutive securities:
|
||||||||||||||||||||||||||||||||||||
|
Stock-based compensation
|
|
|
|
|||||||||||||||||||||||||||||||||
|
Diluted EPS
|
$
|
|
|
$
|
|
$
|
|
|
$
|
|
$
|
|
|
$
|
|
|||||||||||||||||||||
There was a nominal number of weighted average stock options outstanding for the years ended December 31, 2022, 2021 and 2020, that were not considered in the calculation of diluted EPS since the stock options’ exercise prices were greater than the average market price during these periods.
17. Reclassification Adjustments Out of Other Comprehensive Income (Loss)
The following table summarizes the reclassification adjustments out of AOCI:
|
Detail About AOCI Components
|
Amount Reclassified From AOCI
|
Affected Line Item in the Consolidated
Statements of Comprehensive Income (Loss)
|
|||||||||||
|
(In thousands)
|
Years Ended December 31,
|
||||||||||||
|
2022
|
2021
|
2020
|
|||||||||||
|
AFS securities:
|
|||||||||||||
|
(Gains) on AFS securities
|
$
|
|
$
|
|
$
|
(
|
)
|
Net securities (gains) losses
|
|||||
|
Amortization of unrealized gains related to securities transfer
|
|
|
|
Interest income
|
|||||||||
|
Tax effect
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
Income tax (benefit)
|
|||
|
Net of tax
|
$
|
|
$
|
|
$
|
|
|||||||
|
Cash flow hedges:
|
|||||||||||||
|
Net unrealized losses on cash flow hedges reclassified to interest expense
|
$
|
|
$
|
|
$
|
|
Interest expense
|
||||||
|
Tax effect
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
Income tax (benefit)
|
||||
|
Net of tax
|
$
|
|
$
|
|
$
|
|
|||||||
|
Pension and other benefits:
|
|||||||||||||
|
Amortization of net losses
|
$
|
|
$
|
|
$
|
|
Other noninterest expense
|
||||||
|
Amortization of prior service costs
|
|
|
|
Other noninterest expense
|
|||||||||
|
Tax effect
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
Income tax (benefit)
|
|||
|
Net of tax
|
$
|
|
$
|
|
$
|
|
|||||||
|
Total reclassifications, net of tax
|
$
|
|
$
|
|
$
|
|
|||||||
18. Commitments and Contingent Liabilities
The Company’s concentrations of credit risk are reflected in the consolidated balance sheets. The concentrations of credit risk with standby letters of credit, unused
lines of credit, commitments to originate new loans and loans sold with recourse generally follow the loan classifications.
At December 31, 2022, approximately 59 % of the Company’s
loans were secured by real estate located in central and upstate New York, northeastern Pennsylvania, western Massachusetts, southern New Hampshire, Vermont, southern Maine and central Connecticut. Accordingly, the ultimate collectability of a
substantial portion of the Company’s portfolio is susceptible to changes in market conditions of those areas. Management is not aware of any material concentrations of credit to any industry or individual borrowers.
The Company is a party to certain financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These
financial instruments include commitments to extend credit, unused lines of credit, standby letters of credit and certain agricultural real estate loans sold to investors with recourse, with the sold portion having a government guarantee that is
assignable back to the Company upon repurchase of the loan in the event of default. The Company’s exposure to credit loss in the event of nonperformance by the other party to the commitments to extend credit, unused lines of credit, standby letters
of credit and loans sold with recourse is represented by the contractual amount of those instruments. The credit risk associated with commitments to extend credit and standby and commercial letters of credit is essentially the same as that involved
with extending loans to customers and is subject to normal credit policies. Collateral may be obtained based on management’s assessment of the customer’s creditworthiness.
|
At December 31,
|
||||||||
|
(In thousands)
|
2022
|
2021
|
||||||
|
Unused lines of credit
|
$
|
|
$
|
|
||||
|
Commitments to extend credits, primarily variable rate
|
|
|
||||||
|
Standby letters of credit
|
|
|
||||||
|
Loans sold with recourse
|
|
|
||||||
Since many loan commitments, standby letters of credit and guarantees and indemnification contracts expire without being funded in whole or in part, the contract amounts
are not necessarily indicative of future cash flows. 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. As of December 31, 2022 and 2021, the fair value of the Company’s standby letters of credit was not significant.
In the normal course of business there are various outstanding legal proceedings. If legal costs are deemed material by management, the Company accrues for the estimated
loss from a loss contingency if the information available indicates that it is probable that a liability had been incurred at the date of the financial statements and the amount of loss can be reasonably estimated.
The Company is required to maintain reserve balances with the Federal Reserve Bank. The required average total reserve for NBT Bank for the 14 -day maintenance period ending December 28, 2022 was $86.7
million.
19. Derivative Instruments and Hedging Activities
The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide
variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, primarily by managing the amount, sources and duration of its assets and liabilities and
through the use of derivative instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash
amounts, the value of which are determined by interest rates. Generally, the Company may use derivative financial instruments to manage differences in the amount, timing and duration of the Company’s known or expected cash receipts and its known or
expected cash payments. Currently, the Company has interest rate derivatives that result from a service provided to certain qualifying customers and, therefore, are not used to manage interest rate risk in the Company’s assets or liabilities. The
Company manages a matched book with respect to its derivative instruments in order to minimize its net risk exposure resulting from such transactions.
Derivatives Not Designated as Hedging Instruments
The
Company enters into interest rate swaps to facilitate customer transactions and meet their financing needs. These swaps are considered derivatives, but are not designated in hedging relationships. These instruments have interest rate and credit
risk associated with them. To mitigate the interest rate risk, the Company enters into offsetting interest rate swaps with counterparties. The counterparty swaps are also considered derivatives and are also not designated in hedging
relationships. Interest rate swaps are recorded within other assets or other liabilities on the consolidated balance sheet at their estimated fair value. Changes to the fair value of assets and liabilities arising from these derivatives are
included, net, in other operating income in the consolidated statements of income.
The Company is subject
to over-the-counter derivative clearing requirements, which require certain derivatives to be cleared through central clearing houses. Accordingly, the Company began to clear certain derivative transactions through the Chicago Mercantile Exchange
Clearing House (“CME”) in January of 2021. The CME requires the Company to post initial and variation margin payments to mitigate the risk of non-payment, the latter of which is received or paid daily based on the net asset or liability position of
the contracts. A daily settlement occurs through the CME for changes in the fair value of centrally cleared derivatives. Not all of the derivatives are required to be cleared through the daily clearing agent. As a result, the total fair values of
loan level derivative assets and liabilities recognized on the Company’s financial statements are not equal and offsetting.
As of December 31, 2022 and 2021, the Company had fifteen
and eighteen risk participation agreements, respectively, with financial institution counterparties for interest rate swaps related to
participated loans. Risk participation agreements 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.
Derivatives Designated as Hedging Instruments
The Company has previously entered into interest rate swaps to modify the interest rate characteristics of certain short-term FHLB advances from variable rate to fixed
rate in order to reduce the impact of changes in future cash flows due to market interest rate changes. These agreements are designated as cash flow hedges with currently none outstanding.
The following table summarizes the derivatives outstanding:
|
(In thousands)
|
Notional
Amount
|
Balance
Sheet
Location
|
Fair
Value
|
Notional
Amount
|
Balance
Sheet
Location
|
Fair
Value
|
||||||||||||
|
As of December 31, 2022
|
||||||||||||||||||
| Derivatives not designated as hedging instruments | ||||||||||||||||||
|
Interest rate derivatives
|
$
|
|
|
$
|
|
$
|
|
|
$
|
|
||||||||
|
Risk participation agreements
|
|
Other assets
|
|
|
Other liabilities
|
|
||||||||||||
|
Total derivatives not designated as hedging instruments
|
$
|
|
$
|
|
||||||||||||||
|
Netting adjustments(1)
|
|
|
||||||||||||||||
|
Net derivatives in the balance sheet
|
$
|
|
$
|
|
||||||||||||||
|
Derivatives not offset on the balance sheet
|
$
|
|
$
|
|
||||||||||||||
|
Cash collateral(2)
|
|
|
||||||||||||||||
|
Net derivative amounts
|
$
|
|
$
|
|
||||||||||||||
|
As of December 31, 2021
|
||||||||||||||||||
|
Derivatives not designated as hedging instruments
|
||||||||||||||||||
|
Interest rate derivatives
|
$
|
|
|
$
|
|
$
|
|
|
$
|
|
||||||||
|
Risk participation agreements
|
|
Other assets
|
|
|
Other liabilities
|
|
||||||||||||
|
Total derivatives not designated as hedging instruments
|
$
|
|
$
|
|
||||||||||||||
|
Netting adjustments(1)
|
( |
) | ||||||||||||||||
|
Net derivatives in the balance sheet
|
$ |
$ |
||||||||||||||||
|
Derivatives not offset on the balance sheet
|
$ |
$ |
||||||||||||||||
|
Cash collateral(2)
|
|
|
||||||||||||||||
|
Net derivative amounts
|
$
|
|
$
|
|
||||||||||||||
| (1) |
|
| (2) |
|
For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in AOCI and subsequently
reclassified into interest expense in the same period during which the hedge transaction affects earnings. Amounts reported in AOCI related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s
short-term rate borrowings. During 2021 the Company’s final cash flow hedge of interest rate risk matured and the remaining balance was reclassified from AOCI as a reduction to interest expense. There is no additional amount that will be reclassified from AOCI as a reduction to interest expense.
The following table indicates the effect of cash flow hedge accounting on AOCI and on the consolidated statement of income:
|
Years Ended December 31,
|
||||||||||||
|
(In thousands)
|
2022
|
2021
|
2020
|
|||||||||
|
Derivatives designated as hedging instruments:
|
||||||||||||
|
Interest rate derivatives - included component
|
||||||||||||
|
Amount of loss recognized in OCI
|
$
|
|
$
|
|
$
|
(
|
)
|
|||||
|
Amount of loss reclassified from AOCI into interest expense
|
|
|
|
|||||||||
The following table indicates the gain or loss recognized in income on derivatives not designated as a hedging relationship:
|
Years Ended December 31,
|
||||||||||||
|
(In thousands)
|
2022
|
2021
|
2020
|
|||||||||
|
Derivatives not designated as hedging instruments:
|
||||||||||||
|
(Decrease) increase in other income
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
||||
20. Fair Value Measurements and Fair Values of Financial Instruments
GAAP states that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants. Fair value measurements are not adjusted for transaction costs. A fair value hierarchy exists within GAAP that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest
priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:
Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2 - Quoted prices for similar assets or liabilities in active markets, quoted prices in markets that are not active or inputs that are observable, either directly or
indirectly, for substantially the full term of the asset or liability; and
Level 3 - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no
market activity).
A financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.
The types of instruments valued based on quoted market prices in active markets include most U.S. government and agency securities, many other sovereign government
obligations, liquid mortgage products, active listed equities and most money market securities. Such instruments are generally classified within Level 1 or Level 2 of the fair value hierarchy. The Company does not adjust the quoted prices for such
instruments.
The types of instruments valued based on quoted prices in markets that are not active, broker or dealer quotations or quote from alternative pricing sources with
reasonable levels of price transparency include most investment-grade and high-yield corporate bonds, less liquid mortgage products, less liquid agency securities, less liquid listed equities, state, municipal and provincial obligations and certain
physical commodities. Such instruments are generally classified within Level 2 of the fair value hierarchy. Certain common equity securities are reported at fair value utilizing Level 1 inputs (exchange quoted prices). Other investment securities are
reported at fair value utilizing Level 1 and Level 2 inputs. The prices for Level 2 instruments are obtained through an independent pricing service or dealer market participants with whom the Company has historically transacted both purchases and sales
of investment securities. Prices obtained from these sources include prices derived from market quotations and matrix pricing. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S.
Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things. Management reviews the methodologies used by its third-party providers in
pricing the securities.
Level 3 is for positions that are not traded in active markets or are subject to transfer restrictions. Valuations are adjusted to reflect illiquidity and/or
non-transferability and such adjustments are generally based on available market evidence. In the absence of such evidence, management’s best estimate will be used. Management’s best estimate consists of both internal and external support on certain
Level 3 investments. Subsequent to inception, management only changes Level 3 inputs and assumptions when corroborated by evidence such as transactions in similar instruments, completed or pending third-party transactions in the underlying investment
or comparable entities, subsequent rounds of financing, recapitalizations and other transactions across the capital structure, offerings in the equity or debt markets and changes in financial ratios or cash flows.
The following tables set forth the Company’s financial assets and liabilities measured on a recurring basis that were accounted for at fair value. Assets and liabilities
are classified in their entirety based on the lowest level of input that is significant to the fair value measurement:
|
(In thousands)
|
Level 1
|
Level 2
|
Level 3
|
December 31,
2022
|
||||||||||||
|
Assets:
|
||||||||||||||||
|
AFS securities
|
||||||||||||||||
| U.S. treasury | $ |
$ | $ | $ | ||||||||||||
|
Federal agency
|
|
|
|
|
|
|
|
|
||||||||
|
State & municipal
|
|
|
|
|
||||||||||||
|
Mortgage-backed
|
|
|
|
|
||||||||||||
|
Collateralized mortgage obligations
|
|
|
|
|
||||||||||||
|
Corporate
|
|
|
|
|
||||||||||||
|
Total AFS securities
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Equity securities
|
|
|
|
|
||||||||||||
|
Derivatives
|
|
|
|
|
||||||||||||
|
Total
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Liabilities:
|
||||||||||||||||
|
Derivatives
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Total
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
(In thousands)
|
Level 1
|
Level 2
|
Level 3
|
December 31,
2021
|
||||||||||||
|
Assets:
|
||||||||||||||||
|
AFS securities
|
||||||||||||||||
|
U.S. treasury
|
$ |
$ |
$ |
$ |
||||||||||||
|
Federal agency
|
|
|
|
|
|
|
|
|
||||||||
|
State & municipal
|
|
|
|
|
||||||||||||
|
Mortgage-backed
|
|
|
|
|
||||||||||||
|
Collateralized mortgage obligations
|
|
|
|
|
||||||||||||
| Corporate | ||||||||||||||||
|
Total AFS securities
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Equity securities
|
|
|
|
|
||||||||||||
|
Derivatives
|
|
|
|
|
||||||||||||
|
Total
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Liabilities:
|
||||||||||||||||
|
Derivatives
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Total
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
GAAP requires disclosure of assets and liabilities measured and recorded at fair value
on a non-recurring basis such as goodwill, loans held for sale, other real estate owned, collateral-dependent loans individually evaluated for expected credit losses and HTM securities. The non-recurring fair value measurements recorded during the
years ended December 31, 2022 and 2021 were related to loans individually evaluated for expected credit losses with fair value of $1.1 million and $7.4 million as of December 31, 2022 and 2021, respectively. The
Company uses the fair value of underlying collateral, less costs to sell, to estimate the allowance for credit losses for individually evaluated collateral dependent loans. The appraisals may be adjusted by management for qualitative factors such as
economic conditions and estimated liquidation expenses ranging from 10 % to 50 %. Based on the valuation techniques used, the fair value measurements for collateral
dependent individually evaluated loans are classified as Level 3.
The following table sets forth information with regard to estimated fair values of financial instruments. This table excludes financial instruments for which the carrying
amount approximates fair value. Financial instruments for which the fair value approximates carrying value include cash and cash equivalents, AFS securities, equity securities, accrued interest receivable, non-maturity deposits, short-term borrowings,
accrued interest payable and derivatives.
|
December 31, 2022
|
December 31, 2021
|
|||||||||||||||||||
|
(In thousands)
|
Fair Value
Hierarchy
|
Carrying
Amount
|
Estimated
Fair Value
|
Carrying
Amount
|
Estimated
Fair Value
|
|||||||||||||||
|
Financial assets:
|
||||||||||||||||||||
|
HTM securities
|
2
|
$
|
|
$
|
|
$
|
|
$
|
|
|||||||||||
|
Net loans
|
3
|
|
|
|
|
|||||||||||||||
|
Financial liabilities:
|
||||||||||||||||||||
|
Time deposits
|
2
|
$
|
|
$
|
|
$
|
|
$
|
|
|||||||||||
|
Long-term debt
|
2
|
|
|
|
|
|||||||||||||||
|
Subordinated debt
|
1
|
|
|
|
|
|||||||||||||||
|
Junior subordinated debt
|
2
|
|
|
|
|
|||||||||||||||
Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not
reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument. Because no market exists for a significant portion of the Company’s financial instruments, fair
value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments and other factors. These estimates are subjective in nature and involve uncertainties
and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.
Fair value estimates are based on existing on and off-balance sheet financial instruments without attempting to estimate the value of anticipated future business and the
value of assets and liabilities that are not considered financial instruments. For example, the Company has a substantial wealth operation that contributes net fee income annually. The wealth management operation is not considered a financial
instrument and its value has not been incorporated into the fair value estimates. Other significant assets and liabilities include the benefits resulting from the low-cost funding of deposit liabilities as compared to the cost of borrowing funds in the
market and premises and equipment. In addition, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in the estimate of fair value.
HTM Securities
The fair value of the Company’s HTM securities is primarily measured using information from a third-party pricing service. The fair value measurements consider observable
data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things.
Net Loans
Net loans include portfolio loans and loans held for sale. Loans were first segregated by type and then further segmented into fixed and variable rate
and loan quality categories. Expected future cash flows were projected based on contractual cash flows, adjusted for estimated prepayments, and those expected future cash flows also include credit risk, illiquidity risk and other market factors to
calculate the exit price fair value in accordance with ASC 820.
Time Deposits
The fair value of time deposits was estimated using a discounted cash flow approach that applies prevailing market interest rates for similar maturity instruments. The
fair values of the Company’s time deposit liabilities do not take into consideration the value of the Company’s long-term relationships with depositors, which may have significant value.
Long-Term Debt
The fair value of long-term debt was estimated using a discounted cash flow approach that applies prevailing market interest rates for similar maturity instruments.
Subordinated Debt
The fair value of subordinated debt has been measured using the observable market price as of the period reported.
Junior Subordinated Debt
The fair value of junior subordinated debt has been estimated using a discounted cash flow analysis.
21. Parent Company Financial Information
Condensed Balance Sheets
|
December 31,
|
||||||||
|
(In thousands)
|
2022
|
2021
|
||||||
|
Assets
|
||||||||
|
Cash and cash equivalents
|
$
|
|
$
|
|
||||
|
Equity securities, at estimated fair value
|
|
|
||||||
|
Investment in subsidiaries, on equity basis
|
|
|
||||||
|
Other assets
|
|
|
||||||
|
Total assets
|
$
|
|
$
|
|
||||
|
Liabilities and Stockholders’ Equity
|
||||||||
|
Total liabilities
|
$
|
|
$
|
|
||||
|
Stockholders’ equity
|
|
|
||||||
|
Total liabilities and stockholders’ equity
|
$
|
|
$
|
|
||||
Condensed Statements of Income
|
Years Ended December 31,
|
||||||||||||
|
(In thousands)
|
2022
|
2021
|
2020
|
|||||||||
|
Dividends from subsidiaries
|
$
|
|
$
|
|
$
|
|
||||||
|
Management fee from subsidiaries
|
|
|
|
|||||||||
|
Net securities (losses) gains
|
(
|
)
|
|
(
|
)
|
|||||||
|
Interest, dividends and other income
|
|
|
|
|||||||||
|
Total revenue
|
$
|
|
$
|
|
$
|
|
||||||
|
Operating expenses
|
|
|
|
|||||||||
|
Income before income tax benefit and equity in undistributed income of subsidiaries
|
$
|
|
$
|
|
$
|
|
||||||
|
Income tax benefit
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Equity in undistributed income of subsidiaries
|
|
|
|
|||||||||
|
Net income
|
$
|
|
$
|
|
$
|
|
||||||
Condensed Statements of Cash Flows
|
Years Ended December 31,
|
||||||||||||
|
(In thousands)
|
2022
|
2021
|
2020
|
|||||||||
|
Operating activities
|
||||||||||||
|
Net income
|
$
|
|
$
|
|
$
|
|
||||||
|
Adjustments to reconcile net income to net cash provided by operating activities
|
||||||||||||
|
Depreciation and amortization of premises and equipment
|
|
|
|
|||||||||
|
Excess tax benefit on stock-based compensation
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Stock-based compensation expense
|
|
|
|
|||||||||
|
Net securities losses (gains)
|
|
(
|
)
|
|
||||||||
|
Equity in undistributed income of subsidiaries
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Bank owned life insurance income
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Amortization of subordinated debt issuance costs
|
|
|
|
|||||||||
| Discount on repurchase of subordinated debt |
( |
) | ||||||||||
|
Net change in other assets and other liabilities
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Net cash provided by operating activities
|
$
|
|
$
|
|
$
|
|
||||||
|
Investing activities
|
||||||||||||
|
Investment in the Bank
|
$
|
|
$
|
|
$
|
(
|
)
|
|||||
|
Proceeds from calls of equity securities
|
|
|
|
|||||||||
|
Net cash provided by (used in) investing activities
|
$
|
|
$
|
|
$
|
(
|
)
|
|||||
|
Financing activities
|
||||||||||||
|
Proceeds from issuance of subordinated debt
|
$
|
|
$
|
|
$
|
|
||||||
|
Payment of subordinated debt issuance costs
|
|
|
(
|
)
|
||||||||
| Repurchase of subordinated debt |
( |
) | ||||||||||
|
Proceeds from the issuance of shares to employee and other stock plans
|
|
|
|
|||||||||
|
Cash paid by employer for tax-withholding on stock issuance
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Purchases of treasury shares
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Cash dividends
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Net cash (used in) provided by financing activities
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
||||
|
Net increase in cash and cash equivalents
|
$
|
|
$
|
|
$
|
|
||||||
|
Cash and cash equivalents at beginning of year
|
|
|
|
|||||||||
|
Cash and cash equivalents at end of year
|
$
|
|
$
|
|
$
|
|
||||||
A statement of changes in stockholders’ equity has not been presented since it is the same as the consolidated statement of changes in stockholders’ equity previously
presented.
| ITEM 9. |
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
None.
| ITEM 9A. |
CONTROLS AND PROCEDURES
|
As of the end of the period covered by this Annual Report on Form 10-K, an evaluation was carried out by the Company’s management, with the participation of its Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that the disclosure controls and procedures were effective as of the end of the period covered by this report. No changes were made to the Company’s internal control over financial reporting that occurred during the period covered by this
report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Management Report on Internal Control Over Financial Reporting
The management of NBT Bancorp Inc. (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial
reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s
consolidated financial statements for external purposes in accordance with generally accepted accounting principles.
As of December 31, 2022, management assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal control over financial reporting
established in “Internal Control – Integrated Framework (2013),” issued by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission. Based on the assessment, management determined that
the Company’s internal control over financial reporting as of December 31, 2022 was effective at the reasonable assurance level based on those criteria.
KPMG LLP, the independent registered public accounting firm that audited the consolidated financial statements of the Company included in this Annual Report on Form 10-K, has issued a report on the
effectiveness of the Company’s internal control over financial reporting as of December 31, 2022. The report, which expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31,
2022, is included in this Item under the heading “Report of Independent Registered Public Accounting Firm” on the following page.
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
NBT Bancorp Inc.:
Opinion on Internal Control Over Financial Reporting
We have audited NBT Bancorp Inc. and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2022, based on criteria
established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In
our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance
sheets of the Company as of December 31, 2022 and 2021, the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2022, and
the related notes (collectively, the consolidated financial statements), and our report dated March 1, 2023 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness
of internal control over financial reporting, included in the accompanying Management Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based
on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities
and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial
reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we
considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
Albany, New York
March 1, 2023
| ITEM 9B. |
OTHER INFORMATION
|
None.
| ITEM 9C. |
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
|
None.
PART III
| ITEM 10. |
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
The information required by this item is incorporated herein by reference to the Company’s definitive Proxy Statement for its Annual Meeting of stockholders to be held on May 16, 2023 (the “Proxy
Statement”), which will be filed with the SEC within 120 days after the Company’s 2022 fiscal year end.
| ITEM 11. |
EXECUTIVE COMPENSATION
|
The information required by this item is incorporated herein by reference to the Proxy Statement, which will be filed with the SEC within 120 days after the Company’s 2022 fiscal year end.
| ITEM 12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
The following table provides information with respect to shares of common stock that may be issued under the Company’s existing equity compensation plans:
|
Plan Category
|
A. Number of
securities to be
issued upon exercise
of outstanding
options, warrants
and rights
|
B. Weighted-
average exercise
price of
outstanding
options, warrants
and rights
|
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column A)
|
|||||||||
|
Equity compensation plans approved by stockholders
|
9,100
|
$
|
29.89
|
384,182
|
||||||||
|
Equity compensation plans not approved by stockholders
|
None
|
None
|
None
|
|||||||||
The other information required by this item is incorporated herein by reference to the Proxy Statement, which will be filed with the SEC within 120 days of the Company’s 2022 fiscal year end.
| ITEM 13. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
The information required by this item is incorporated herein by reference to the Proxy Statement, which will be filed with the SEC within 120 days of the Company’s 2022 fiscal year end.
Our independent registered public accounting firm is KPMG LLP, Albany, NY, Auditor
Firm ID: .
The information required by this item is incorporated herein by reference to the
Proxy Statement, which will be filed with the SEC within 120 days of the Company’s 2022 fiscal year end.
PART IV
| ITEM 15. |
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
(a)(1) The following Consolidated Financial Statements are included in Part II, Item 8 hereof:
Report of Independent Registered Public Accounting Firm.
Consolidated Balance Sheets as of December 31, 2022 and 2021.
Consolidated Statements of Income for each of the three years ended December 31, 2022, 2021 and 2020.
Consolidated Statements of Comprehensive Income for each of the three years ended December 31, 2022, 2021 and 2020.
Consolidated Statements of Changes in Stockholders’ Equity for each of the three years ended December 31, 2022, 2021 and 2020.
Consolidated Statements of Cash Flows for each of the three years ended December 31, 2022, 2021 and 2020.
Notes to the Consolidated Financial Statements.
(a)(2) There are no financial statement schedules that are required to be filed as part of this form since they are not applicable or the information is included in the consolidated financial
statements.
(a)(3) See below for all exhibits filed herewith and the Exhibit Index.
|
Agreement and Plan of Merger, dated as of December 5, 2022, by and among NBT Bancorp Inc., NBT Bank, N.A.,
Salisbury Bancorp, Inc. and Salisbury Bank and Trust Company (filed as Exhibit 2.1 to Registrant’s Form 8-K, filed on December 5, 2022, and incorporated herein by reference).
|
|
|
Restated Certificate of Incorporation of NBT Bancorp Inc. as amended through July 1, 2015 (filed as Exhibit 3.1 to Registrant’s Form 10-Q, filed on August 10, 2015, and incorporated herein by reference).
|
|
|
Amended and Restated Bylaws of NBT Bancorp Inc. effective May 22, 2018 (filed as
Exhibit 3.1 to Registrant’s Form 8-K, filed on May 23, 2018 and incorporated herein by reference).
|
|
|
Certificate of Designation of the Series A Junior Participating Preferred Stock (filed
as Exhibit A to Exhibit 4.1 of the Registrant’s Form 8-K, filed on November 18, 2004, and incorporated herein by reference).
|
|
|
Specimen common stock certificate for NBT’s Bancorp Inc. common stock (filed
as Exhibit 4.3 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-4, filed on December 27, 2005, and incorporated herein by reference).
|
|
|
Description of Registrant’s Securities (filed as Exhibit 4.2 to the Registrant’s Form
10-K for the year ended December 31, 2019, filed on March 2, 2020, and incorporated herein by reference).
|
|
|
Subordinated Indenture, dated as of June 23, 2020, between NBT Bancorp
Inc. and U.S. Bank National Association (filed as Exhibit 4.1 to Registrant’s Form 8-K, filed on June 23, 2020 and incorporated herein by reference).
|
|
|
First Supplemental Indenture, dated as of June 23, 2020, between NBT
Bancorp Inc. and U.S. Bank National Association (filed as Exhibit 4.2 to Registrant’s Form 8-K, filed on June 23, 2020 and incorporated herein by reference).
|
|
|
Form of 5.000% Fixed-to-Floating Rate Subordinated Notes due 2030
(included in Exhibit 4.4).
|
|
|
NBT Bancorp Inc. Non-employee Directors Restricted and Deferred Stock Plan (filed as
Exhibit 10.5 to Registrant’s Form 10-K for the year ended December 31, 2008, filed on March 2, 2009, and incorporated herein by reference).*
|
|
|
Supplemental Executive Retirement Agreement between NBT Bancorp Inc. and Martin A. Dietrich as amended and restated
January 20, 2010 (filed as Exhibit 10.14 to Registrant’s Form 10-K for the year ended December 31, 2009, filed on March 1, 2010, and incorporated herein by reference).*
|
|
|
Split-Dollar Agreement between NBT Bancorp Inc., NBT Bank, National Association and Martin A. Dietrich made November
10, 2008 (filed as Exhibit 10.1 to Registrant’s Form 10-Q for the quarterly period ended September 30, 2008, filed on November 10, 2008, and incorporated herein by reference).*
|
|
|
First Amendment dated November 5, 2009 to Split-Dollar Agreement between NBT Bancorp Inc., NBT Bank, National
Association and Martin A. Dietrich made November 10, 2008 (filed as Exhibit 10.6 to Registrant’s Form 10-Q for the quarterly period ended September 30, 2009, filed on November 9, 2009, and incorporated
herein by reference).*
|
|
|
Second Amendment dated July 28, 2014 to Split-Dollar Agreement between NBT Bancorp Inc., NBT Bank, National
Association, and Martin A. Dietrich made November 10, 2008 (filed as Exhibit 10.1 to Registrant’s Form 8-K, filed on August 1, 2014, and incorporated herein by reference).*
|
|
|
NBT Bancorp Inc. 2008 Omnibus Incentive Plan (filed as Appendix A of Registrant’s
Definitive Proxy Statement on Form 14A, filed on March 31, 2008, and incorporated herein by reference).*
|
|
Long-Term Incentive Compensation Plan for Named Executive Officers (filed as Exhibit
10.24 to Registrant’s Form 10-K for the year ended December 31, 2011, filed on February 29, 2012, and incorporated herein by reference).*
|
|
|
Amended and Restated Supplemental Retirement Agreement and First Amendment to the Supplemental Retirement Agreement
between Alliance Financial Corporation, Alliance Bank, N.A. and Jack H. Webb (filed as Exhibit 10.29 to Registrant’s Form 10-K for the year ended December 31, 2013, filed on March 3, 2014, and
incorporated herein by reference).*
|
|
|
Employment Agreement, dated December 19, 2016, by and between NBT Bancorp Inc. and John H. Watt, Jr. (filed as Exhibit 10.1 to Registrant’s Form 8-K, filed on December 20, 2016, and incorporated herein by reference).*
|
|
|
Split-Dollar Agreement between NBT Bancorp Inc., NBT Bank, National Association and John H. Watt, Jr. dated May 9, 2017 (filed as Exhibit 10.1 to Registrant’s Form 10-Q, filed on May 10, 2017, and incorporated herein by reference).*
|
|
|
Supplemental Executive Retirement Agreement, dated December 19, 2016 by and between NBT Bancorp Inc. and John H.
Watt, Jr. (filed as Exhibit 10.2 to Registrant’s Form 8-K, filed on December 20, 2016, and incorporated herein by reference).*
|
|
|
Employment Agreement, dated December 19, 2016, by and between NBT Bancorp Inc. and Joseph R. Stagliano (Filed as Exhibit 10.19 to Registrant’s Form 10-K, filed on March 1, 2018, and incorporated herein by reference).*
|
|
|
Employment Agreement, dated August 5, 2021 by and between NBT Bancorp Inc. and Scott A. Kingsley (Filed as Exhibit 10.1 to Registrant’s Form 10-Q, filed on August 6, 2021, and incorporated herein by reference).*
|
|
|
Form of Amendment to Employment Agreements, dated September 27, 2017, by and between NBT Bancorp Inc. and John H. Watt,
Jr. and Joseph R. Stagliano, respectively (Filed as Exhibit 10.1 to Registrant’s Form 8-K, filed on September 29, 2017, and incorporated herein by reference).*
|
|
|
NBT Bancorp Inc. 2018 Omnibus Incentive Plan (filed as Appendix A of Registrant’s
Definitive Proxy Statement on Form 14A, filed on April 6, 2018, and incorporated herein by reference).*
|
|
|
101.INS
|
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
|
|
101.SCH
|
Inline XBRL Taxonomy Extension Schema Document.
|
|
101.CAL
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
101.DEF
|
Inline XBRL Taxonomy Extension Definition Linkbase Document.
|
|
101.LAB
|
Inline XBRL Taxonomy Extension Label Linkbase Document.
|
|
101.PRE
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
104
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
|
| * |
Management contract or compensatory plan or arrangement.
|
| (b) |
Exhibits to this Form 10-K are attached or incorporated herein by reference as noted above.
|
| (c) |
Not applicable.
|
| ITEM 16. |
FORM 10-K SUMMARY
|
None.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, NBT Bancorp Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
|
/s/ John H. Watt, Jr.
|
|
|
John H. Watt, Jr.
|
|
|
Chief Executive Officer
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates
indicated.
|
/s/ Martin A. Dietrich
|
/s/ Heidi M. Hoeller
|
|
|
Martin A. Dietrich
|
Heidi M. Hoeller, Director
|
|
|
Chairman and Director
|
Date: March 1, 2023
|
|
|
Date: March 1, 2023
|
|
/s/ John H. Watt, Jr.
|
/s/ Andrew S. Kowalczyk III
|
|
|
John H. Watt, Jr.
|
Andrew S. Kowalczyk III, Director
|
|
|
President, Chief Executive Officer and Director
(Principal Executive Officer)
|
Date: March 1, 2023
|
|
|
Date: March 1, 2023
|
|
/s/ Scott A. Kingsley
|
/s/ V. Daniel Robinson II
|
|
|
Scott A. Kingsley
|
V. Daniel Robinson II, Director
|
|
|
Chief Financial Officer
|
Date: March 1, 2023
|
|
|
(Principal Financial Officer)
|
||
|
Date: March 1, 2023
|
|
/s/ Annette L. Burns
|
/s/ Matthew J. Salanger
|
|
|
Annette L. Burns
|
Matthew J. Salanger, Director
|
|
|
Chief Accounting Officer
|
Date: March 1, 2023
|
|
|
(Principal Accounting Officer)
|
||
|
Date: March 1, 2023
|
|
/s/ Johanna R. Ames
|
/s/ Joseph A. Santangelo
|
|
|
Johanna R. Ames, Director
|
Joseph A. Santangelo, Director
|
|
|
Date: March 1, 2023
|
Date: March 1, 2023
|
|
/s/ J. David Brown
|
/s/ Lowell A. Seifter
|
|
|
J. David Brown, Director
|
Lowell A. Seifter, Director
|
|
|
Date: March 1, 2023
|
Date: March 1, 2023
|
|
/s/ Timothy E. Delaney
|
/s/ Jack H. Webb
|
|
|
Timothy E. Delaney, Director
|
Jack H. Webb, Director
|
|
|
Date: March 1, 2023
|
Date: March 1, 2023
|
|
/s/ James H. Douglas
|
||
|
James H. Douglas, Director
|
||
|
Date: March 1, 2023
|
101
Exhibit 10.16
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of November 1, 2021, by and between RUTH H. MAHONEY (“Executive”)
and NBT BANCORP INC., a Delaware corporation having its principal office in Norwich, New York (“NBTB”).
W I T N E S S E T H :
WHEREAS, NBTB and NBT Bank, National Association, a national banking association which is a wholly-owned subsidiary of NBTB (“NBT Bank”) (together with NBTB, the “Company”) desires to
secure the continued employment of Executive, subject to the provisions of this Agreement; and
WHEREAS, Executive desires to enter into the Agreement for such periods and upon the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements hereinafter set forth, intending to be legally bound, the parties agree as follows:
1. Employment; Responsibilities and Duties.
(a) NBTB hereby agrees to employ Executive and to cause NBT Bank and any successor organization to NBT Bank to employ Executive, and Executive hereby agrees to serve as Executive Vice
President and President of Wealth Management of NBTB and NBT Bank, and of any successor organization to NBTB or NBT Bank, as applicable, during the Term of Employment (as defined in Section 2 below). During the Term of
Employment, Executive shall perform all duties and shall have the responsibilities and authority as set forth in the bylaws of NBTB or NBT Bank, as applicable, or as may otherwise be determined and assigned to her by NBTB or NBT Bank. During the Term
of Employment, Executive shall report directly to the Chief Executive Officer of NBTB or his designee.
(b) Executive shall devote her full working time and best efforts to the performance of her responsibilities and duties hereunder. During the Term of Employment, Executive shall not, without
the prior written consent of the Chief Executive Officer of NBTB or his designee, render services in any capacity, whether as an employee, independent contractor, or otherwise, whether or not compensated, to any person or entity other than the Company
or its affiliates; provided, that Executive may, where involvement in such activities does not, as reasonably determined by the Board of Directors of NBTB (the “Board”), individually or in the aggregate, significantly interfere with the
performance of her duties or violate the provisions of Section 4 hereof, (i) render services to charitable organizations, (ii) manage her personal investments in compliance with any Company limits or policies, and (iii) with the prior
permission of the Chief Executive Officer of NBTB or his designee, hold such other directorships or part-time academic appointments or have such other business affiliations as would otherwise be prohibited under this Section 1.
- 1 -
2. Term of Employment.
(a) The term of this Agreement (the “Term of Employment”) shall be the period commencing on the date of this Agreement (the “Commencement Date”) and continuing until the “Termination
Date,” which, subject to Section 2(b) hereof, shall mean the earliest to occur of:
(i) January 1, 2023; provided, however, that on December 31, 2022 and on each December 31 thereafter (each, a “Renewal Date”), the remaining Term of Employment shall automatically be
extended by one additional year, unless either the Company or Executive provides written notice to the other party of non-renewal at least ninety (90) days prior to the applicable Renewal Date;
(ii) the death of Executive;
(iii) Executive’s inability to engage in any substantial gainful activity, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can
be expected to last for a continuous period of not less than twelve (12) months (“Disability”);
(iv) the discharge of Executive by NBTB or NBT Bank for “Cause,” which shall mean the termination of Executive’s employment on account of: (A) any willful or gross misconduct by
Executive with respect to the business and affairs of NBTB or NBT Bank, or with respect to any of their affiliates, for which Executive is assigned material responsibilities or duties; (B) the conviction of Executive of a felony (after the earlier of
(I) the expiration of any applicable appeal period without perfection of an appeal by Executive or (II) the denial of any appeal as to which no further appeal or review is available to Executive), whether or not committed in the course of her
employment with NBTB and NBT Bank; (C) Executive’s willful neglect, failure, or refusal to carry out her duties hereunder in a reasonable manner (other than any such failure resulting from Disability or death or from termination by Executive for Good
Reason, as hereinafter defined); or (D) the breach by Executive of any representation or warranty in Section 4 hereof or of any provision of this Agreement which breach is material and adverse to NBTB, NBT Bank, or any of their
affiliates for which Executive is assigned material responsibilities or duties; provided, however, in each case, the Company shall provide prior written notice to Executive that specifically identifies the event which NBTB or NBT Bank believes
constitutes Cause hereunder, and to the extent applicable, Executive shall have sixty (60) days from receiving such notice to cure;
(v) Executive’s resignation from her position as Executive Vice President and President of Wealth Management of NBTB and NBT Bank other than for Good Reason (as hereinafter defined);
(vi) the termination of Executive’s employment by NBTB or NBT Bank “without Cause,” which shall mean Executive’s termination of employment for any reason, other than those set forth in
Subsections (i)-(v) of this Section 2(a) (except as otherwise provided below), at any time, upon the thirtieth (30th) day following notice to Executive; provided,
that the Company’s providing notice of non-renewal of the Agreement in accordance with Section 2(a)(i): (A) shall not constitute a termination of Executive’s employment without Cause for purposes of Section 6(b), (B) shall constitute a
termination of Executive’s employment without Cause for purposes of Section 6(c) if the applicable Term of Employment is scheduled to end within twenty-four (24) months following a Change in Control, and (C) shall not give rise to any severance
benefits hereunder, other than as provided in Sections 6(a) and 6(c), as applicable; or
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(vii) Executive’s resignation for Good Reason. “Good Reason” shall mean, without Executive’s express written consent, reassignment of Executive to a material reduction in duties,
responsibilities, or position other than for Cause, a material decrease in the amount or level of Executive’s Base Salary or benefits from the amount or level established in Section 3 hereof, or a relocation of Executive’s principal place of
employment by more than sixty (60) miles, except for required travel on the Company’s business to an extent substantially consistent with the business travel obligations which Executive undertook on behalf of the Company as of the date of the
relocation. Notwithstanding the foregoing, if there exists (without regard to this sentence) an event or condition that constitutes Good Reason, NBTB shall have thirty (30) days from the date on which Executive gives the written notice thereof to cure
such event or condition (such notice to be given by Executive within ninety (90) days from the date the event or condition first occurs) and, if NBTB does so cure, such event or condition shall cease to constitute Good Reason thirty (30) days after the
end of the cure period.
(b) Notwithstanding anything to the contrary in Section 2(a) hereof, in the event a tender offer or exchange offer is made by a Person (including any individual, corporation,
partnership, group, association, or other “person,” as such term is used in Section 14(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), other than the Company or any employee benefit plan(s) sponsored by the Company) for more than
thirty percent (30%) of the combined voting power of the Company’s outstanding securities ordinarily having the right to vote at elections of directors (“Voting Securities”), including shares of common stock, no par value, of the Company (the “Company
Shares”), Executive agrees that she will not leave the employ of the Company (other than as a result of Disability) and will render services to the Company in the capacity in which she then serves until such tender offer or exchange offer has
been abandoned or terminated or a Change in Control of the Company has occurred as a result of such tender offer or exchange offer. If, during the period Executive is obligated to continue in the employ of the Company pursuant to this Section 2(b),
the Company terminates Executive’s employment without Cause or Executive provides written notice of her decision to terminate her employment for Good Reason, Executive’s obligations under this Section 2(b) shall thereupon terminate, and
Executive will be entitled to payments provided under Section 6(b).
(c) A Termination Date shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination
of employment unless such termination is also a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and, for purposes of any such provision of this Agreement, any references
to a “termination,” “termination of employment,” or like terms shall mean a “separation from service.”
3. Compensation. For the services to be performed by Executive for the Company and its affiliates under this Agreement, Executive shall be compensated in the following manner:
(a) Base Salary. During the Term of Employment:
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(i) The Company shall pay Executive a salary, which on an annual basis shall be three hundred ninety-five thousand dollars ($395,000) (“Base Salary”), subject to annual adjustments
based on recommendations from the NBTB Compensation and Benefits Committee and in line with compensation for comparable positions in companies of similar size and structure, but in no case less than three hundred ninety-five thousand dollars
($395,000). The Base Salary shall be payable in accordance with the normal payroll practices of the Company, with respect to executive personnel as presently in effect or as they may be modified by the Company
from time to time.
(ii) Executive shall be eligible to be considered for performance bonuses commensurate with Executive’s title and salary grade in accordance with the compensation policies of the Company with
respect to executive personnel in effect as of the Commencement Date or as they may be modified by the Company from time to time. For the 2021 performance year, subject to Executive’s continued employment with the Company through December 31, 2021,
Executive will receive a guaranteed minimum bonus payment of one hundred sixty-five thousand dollars ($165,000), which bonus shall be paid to Executive no later than March 15, 2022.
(b) Employee Benefit Plans or Arrangements. During the Term of Employment, Executive shall be entitled to participate in all employee benefit plans of the Company, as presently in
effect as of the Commencement Date or as they may be modified by the Company from time to time, under such terms as may be applicable to officers of Executive’s rank employed by NBTB, NBT Bank, or their affiliates, including, without limitation, plans
providing retirement benefits, stock options, restricted stock, or stock units, medical insurance, life insurance, disability insurance, long term care insurance, and accidental death or dismemberment insurance, provided that there be no duplication of
such benefits as are provided under any other provision of this Agreement.
(c) Equity Awards.
(i) During the Term of Employment, Executive shall be eligible for awards, as determined by and in the sole discretion of the Board, under NBTB’s 2018 Omnibus Incentive Plan, or any successor
thereto (the “Plan”), as applicable to officers of Executive’s rank.
(ii) In connection with Executive’s commencement of employment, (A) as soon as reasonably practicable following the Commencement Date, NBTB will grant Executive an award of 2,000 restricted
stock units pursuant to the terms of the Plan and an award agreement thereunder, and (B) subject to Executive’s continued service with the Company as of the grant date, in August 2022, NBTB will grant Executive an award of 2,100 restricted stock units
pursuant to the terms of the Plan and award agreement thereunder (together, the “Sign-On RSUs”). Each Sign-On RSU grant will vest in full on the third anniversary of the grant date, subject to Executive’s continued service through such date and
such other terms and conditions as set forth in the Plan and the applicable award agreement
(d) Paid Time Off. During the Term of Employment, Executive shall be entitled to paid time off in accordance with the policies of the Company applicable to officers of Executive’s rank
employed by NBTB, NBT Bank, or their affiliates, as in effect as of the Commencement Date or as may be modified by the Company from time to time, but in no event shall Executive be entitled to less than 32 days of paid time off per year, beginning
January 1, 2022.
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(e) Automobile. During the Term of Employment, Executive shall be entitled to receive a car allowance in the amount of $600 per month. This car allowance is in addition
to the Company’s mileage reimbursement program and includes certain standard maintenance expenses. This section is subject to reimbursement of expenses for business use in accordance with Section 3(i).
(f) Enhanced Retirement Benefit. During the Term of Employment, Executive shall be eligible to receive a contribution to her deferred compensation account on an annual basis in an
amount as determined by and in the sole discretion of the Board. In connection with Executive’s commencement of employment, (A) as soon as reasonably practicable following the Commencement Date, the Company will make a special contribution equal to
thirty-five thousand dollars ($35,000) to Executive’s account; (B) subject to Executive’s continued service with the Company as of such time, the Company will make an additional special contribution equal to thirty-five thousand dollars ($35,000) in
August 2022, and (C) subject to Executive’s continued service with the Company as of such time, the Company will make an additional special contribution equal to thirty-five thousand dollars ($35,000) in August 2023.
(g) Country Club Dues. During the Term of Employment, Executive shall be reimbursed for dues and assessments incurred in relation to Executive’s membership at a country club mutually
agreed upon by NBTB and Executive, subject to specific Internal Revenue Service rules. Executive shall be responsible for any income taxes associated with the use of such club membership.
(h) Withholding. All compensation to be paid to Executive hereunder shall be subject to applicable federal, state, and local taxes and all other required withholdings. Executive
hereby acknowledges and agrees that she is responsible for all taxes in connection with any benefits, fringe benefits, or perquisites provided under this Agreement, and she is not entitled to a Gross Up.
(i) Expenses. During the Term of Employment, Executive shall be reimbursed for reasonable travel and other expenses incurred or paid by Executive in connection with the performance of
her services under this Agreement, upon presentation of expense statements or vouchers or such other supporting information as may from time to time be requested by the Company, in accordance with such policies of the Company as are in effect as of the
Commencement Date and as may be modified by the Company from time to time, under such terms as may be applicable to officers of Executive’s rank employed by NBTB, NBT Bank, or their affiliates. All expenses or other reimbursements under this Agreement
shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive (provided that if any such reimbursements constitute taxable income to Executive, such reimbursements shall be
paid no later than March 15th of the calendar year following the calendar year in which the expenses to be reimbursed were incurred), and no such reimbursement of expenses
eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year.
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4. Confidential Business Information; Non-Competition; Non-Solicitation.
(a) Executive acknowledges that certain business methods, creative techniques, and technical data of the Company and any of its affiliates and the like are deemed by the Company to be and are
in fact confidential business information of the Company or its affiliates or are entrusted to third parties. Such confidential information includes, but is not limited to, procedures, methods, sales relationships developed while in the service of the
Company or its affiliates, knowledge of customers and their requirements, marketing plans, marketing information, studies, forecasts, and surveys, competitive analyses, mailing and marketing lists, new business proposals, lists of vendors, consultants,
and other persons who render service or provide material to the Company or its affiliates, and compositions, ideas, plans, and methods belonging to or related to the affairs of the Company or its affiliates (collectively, “Confidential Information”).
In this regard, the Company asserts proprietary rights in all of its Confidential Information and that of its affiliates, except for such information as is clearly in the public domain. Notwithstanding the foregoing, information that would be
generally known or available to persons skilled in Executive’s fields shall be considered to be “clearly in the public domain” for the purposes of the preceding sentence. Executive acknowledges that in connection with her employment with the Company,
Executive has had or may have access to such Confidential Information, and she agrees that she will not disclose or divulge to any third party, except as may be required by her duties hereunder, by law, regulation, or order of a court or government
authority, or as directed by the Company, nor shall she use to the detriment of the Company or its affiliates or use in any business or on behalf of any business competitive with or substantially similar to any business of the Company or its
affiliates, any Confidential Information obtained during the course of her employment by the Company. In the event that disclosure is required by law, regulation, or order of a court or government authority, Executive agrees that as soon as practical
and in any event no later than thirty (30) days after receiving notice that Executive is required to make such disclosure, Executive will provide notice to the Company of such requirement by law, regulation, or order of a court or government
authority. This Section 4(a) shall not be construed as restricting Executive from disclosing such information to the employees of the Company or its affiliates. On or before the Termination Date, Executive shall promptly deliver to the
Company any and all Confidential Information in her possession, whether tangible, electronic, or intangible in form.
(b) Executive acknowledges that in the course of employment with the Company, Executive has had and will have access to and gained knowledge of the trade secrets and other Confidential
Information of the Company and its affiliates; has had and will have substantial relationships with the customers of the Company and its affiliates; and has performed and will perform services of special, unique, and extraordinary value to the Company
and its affiliates. Therefore, Executive agrees that notwithstanding the termination of this Agreement for any reason, from the Commencement Date until the second (2nd)
anniversary of the Termination Date, the Executive shall not, directly or indirectly, on behalf of herself or any other person or entity, without the written consent of the Company:
(i) become an officer, employee, consultant, director, or trustee of any savings bank, savings and loan association, savings and loan holding company, bank or bank holding company, where
such position entails providing services to such company in any city, town, or county in which the Company or its affiliates has an office, determined as of the Termination Date, where Executive’s position or service for such business is competitive
with or otherwise similar to any of Executive’s positions or services for the Company or its affiliates;
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(ii) induce or solicit any customer, supplier, or agent of the Company or its affiliates about whom Executive has gained Confidential Information or with whom Executive, by virtue of her
employment with the Company, has established a relationship or had frequent contact, to terminate or curtail an existing business or commercial relationship with the Company or its affiliates;
(iii) induce or solicit any customer or supplier of the Company or its affiliates about whom Executive has gained Confidential Information or with whom Executive, by virtue of her employment
with the Company, has established a relationship or had frequent contact, to provide or purchase goods or services similar to the goods or services provided by it to or purchased by it from the Company or its affiliates; provided, however, that the
provisions of this clause (iii) only apply to those persons or entities who are customers or suppliers of the Company or its affiliates as of the Termination Date or who were customers of the Company or its affiliates during the one-year period prior
to the Termination Date; or
(iv) solicit, induce, recruit, offer employment to, hire, or take any other action intended, or that a reasonable person acting in like circumstances would expect, to have the effect of
causing any officer or employee of NBTB, NBT Bank, or their affiliates, to terminate his or her employment.
(c) Executive acknowledges and agrees that irreparable injury will result to the Company in the event of a breach of any of the provisions of this Section 4 (the “Designated
Provisions”) and that the Company will have no adequate remedy at law with respect thereto. Accordingly, in the event of a material breach of any Designated Provision, and in addition to any other legal or equitable remedy the Company may have,
the Company shall be entitled to the entry of a preliminary and permanent injunction (including, without limitation, specific performance) by a court of competent jurisdiction in Chenango County, New York, or elsewhere, to restrain the violation or
breach thereof by Executive, and Executive submits to the jurisdiction of such court in any such action.
(d) It is the desire and intent of the parties that the provisions of this Section 4 shall be enforced to the fullest extent permissible under the laws and public policies applied in
each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Section 4 shall be adjudicated to be invalid or unenforceable, such provision shall be deemed amended to delete therefrom the portion thus
adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of such provision in the particular jurisdiction in which such adjudication is made. In addition, should any court determine that the provisions of
this Section 4 shall be unenforceable with respect to scope, duration, or geographic area, such court shall be empowered to substitute, to the extent enforceable, provisions similar hereto or other provisions so as to provide to the Company, to
the fullest extent permitted by applicable law, the benefits intended by this Section 4. The existence of any claim or cause of action by Executive against the Company shall not constitute a defense to the enforcement by the Company of the
provisions of Section 4, but such claim or cause of action shall be determined separately.
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(e) The length of time for which the covenants in Section 4 shall be in force shall be extended by an amount of time equal to the period of time during which a violation of such covenant is
deemed by a court of competent jurisdiction to have occurred (including any period required for litigation during which the Company seeks to enforce such covenant).
(f) U.S. federal law (18 U.S.C. section 1833(b)) states that an individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a
trade secret that: (i) is made (A) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is
made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. That law further states that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law
may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual: (1) files any document containing the trade secret under seal; and (2) does not disclose the trade secret,
except pursuant to court order. For the avoidance of doubt, nothing in this Agreement is intended to, nor shall be construed to, conflict with 18 U.S.C. section 1833(b).
(g) Executive understands that nothing in this Agreement or any other agreement that Executive may have with the Company restricts or prohibits Executive from initiating communications directly
with, responding to any inquiries from, providing testimony before, reporting possible violations of law or regulation to, filing a claim with or assisting with an investigation by a self-regulatory authority or a government agency or entity, including
but not limited to the U.S. Securities and Exchange Commission and the federal Occupational Safety and Health Administration (collectively, “Government Agencies”), or from making other disclosures that are protected under the whistleblower
provisions of state or federal law or regulation, and Executive does not need the Company’s prior authorization to engage in such conduct.
5. Life Insurance. In light of the unusual abilities and experience of Executive, NBTB (or NBT Bank or their affiliates) in its discretion may apply for and procure as owner and for
its own benefit insurance on the life of Executive, in such amount and in such form as NBTB may choose. NBTB shall make all payments for such insurance and shall receive all benefits from it. Executive shall have no interest whatsoever in any such
policy or policies but, at the request of NBTB, shall submit to medical examinations and supply such information and execute such documents as may reasonably be required by the insurance company or companies to which NBTB has applied for insurance.
6. Payments Upon Termination.
(a) Generally. In the event that the Term of Employment shall be terminated for any reason, Executive shall, in consideration for Executive’s covenants pursuant to Section 4 hereof,
be entitled to receive, upon the occurrence of any such event:
(i) any unpaid Base Salary, payable pursuant to Section 3(a)(i) hereof, which shall have been earned and accrued as of the Termination Date; and
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(ii) such rights as Executive shall have accrued as of the Termination Date under the terms of any plans or arrangements in which she participates pursuant to Section 3 hereof, any
right to reimbursement for expenses accrued as of the Termination Date pursuant to Section 3(i) hereof, and the right to receive the cash equivalent of paid annual leave accrued but unpaid as of the Termination Date pursuant to Section 3(d)
hereof.
(b) Termination without Cause or Resignation for Good Reason. Subject to Sections 6(c) and 6(d) of this Agreement, in the event that the Term of Employment shall be
terminated for the reason set forth in Section 2(a)(vi) (termination without Cause) or Section 2(a)(vii) (resignation for Good Reason) of this Agreement, Executive shall be entitled to receive, in addition to the amounts and rights set forth in
Section 6(a) hereof, a lump sum payment equal to the unpaid portion of the Executive’s Base Salary for the remaining unexpired Term of Employment (measured from the Termination Date through the end of the then-current Term of Employment), but in
no event less than one-half (1/2) of the Executive’s Base Salary, payable within thirty (30) days of Executive’s Termination Date.
(c) Change in Control.
(i) Subject to Section 6(d) hereof, in the event that the Term of Employment shall be terminated for the reason set forth in Section 2(a)(vi) (termination without Cause) or Section
2(a)(vii) (resignation for Good Reason) hereof within twenty-four (24) months following a Change in Control (it being recognized that more than one such event may occur, in which case the twenty-four (24)-month period shall run from the date of
each such occurrence), Executive shall be entitled to receive, in addition to the amounts and rights set forth in Section 6(a) hereof and in lieu of the amounts and rights set forth in Section 6(b), the following:
(A) A payment equal to the product of 2.0 multiplied by the Executive’s Base Salary for the calendar year in which the Change in Control occurs; provided that such payment shall be paid in two
(2) equal, annual installments, with the first installment to be made within thirty (30) days of Executive’s Termination Date and the remaining one (1) installment made on the first business day of January of the next calendar year; provided, further,
that under no circumstances shall two (2) installment payments be made during a single tax year of Executive; and
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(B) (1) the Company shall maintain in full force and effect, for Executive’s continued benefit and, if applicable, for the continued benefit of Executive’s spouse and dependents, for two (2)
years after the Termination Date, or such longer period as may be provided by the terms of the appropriate plan, certain noncash employee benefit plans, programs, or arrangements (including, without limitation, life insurance and health, dental,
vision, and long-term care insurance plans, but excluding disability or accidental death and dismemberment insurance) in which Executive was entitled to participate immediately prior to the Termination Date, as in effect at the Termination Date, or, if
more favorable to Executive and, if applicable, Executive’s spouse and dependents, as in effect generally at any time thereafter with respect to executive employees of the Company or any successor; provided that Executive’s continued eligibility for
and participation in such plans, programs, and arrangements is possible after Termination Date under the general terms and provisions of such plans, programs, and arrangements; provided, however, that if Executive becomes eligible to participate in a
benefit plan, program, or arrangement of another employer which confers substantially similar benefits upon Executive, Executive shall cease to receive benefits under this subsection in respect of such plan, program, or arrangement; provided, further,
that for health benefits that extend beyond the COBRA limitation period, the Company shall pay Executive an amount equal to the benefits that Executive would have received under this Section 6(c)(i)(B)(1) without regard to such limitation, and
(2) Executive’s benefit under any retirement plans maintained by the Company in which Executive is a participant shall be fully vested upon the Termination Date. In the event that Executive’s participation in any such plan, program, or arrangement is
not possible after the Termination Date under the general terms and provisions of such plans, programs, and arrangements, the Company shall arrange to provide Executive with benefits substantially similar to those which Executive is entitled to receive
under such plans, programs, and arrangements or alternatively, pay an amount equal to the reasonable value of such substantially similar benefits. If Executive elects or, if applicable, her spouse or dependents elect, COBRA continuation coverage after
the Termination Date, the Company will pay the applicable COBRA premium for the maximum period during which such coverage is available. Executive and, if applicable, Executive’s spouse and dependents may elect, in lieu of COBRA continuation coverage,
to have the acquiring entity obtain an individual or group health insurance coverage and the acquiring entity will pay premiums thereunder for the maximum period during which you and, if applicable, your spouse and family could have elected to receive
COBRA continuation coverage.
(ii) In the event that the Term of Employment shall be terminated for the reason set forth in Section 2(a)(iii) (termination on account of Disability) hereof within twenty-four (24)
months of a Change in Control (it being recognized that more than one such event may occur, in which case the twenty-four (24)-month period shall run from the date of each such occurrence), Executive’s benefits shall thereafter be determined in
accordance with the Company’s long-term disability income insurance plan. If the Company’s long-term disability income insurance plan is modified or terminated following a Change in Control, the Company shall substitute such a plan with benefits
applicable to Executive substantially similar to those provided by such plan prior to its modification or termination. During any period that Executive fails to perform her duties hereunder as a result of incapacity due to physical or mental illness,
Executive shall continue to receive her Base Salary at the rate then in effect until her employment is termi-nated by the Company for Disability.
(iii) A “Change in Control” of the Company shall mean the occurrence of one of the following:
(A) A change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A, as in effect on the date hereof, pursuant to the Exchange
Act; provided that, without limitation, such a change in control shall be deemed to have occurred at such time as any Person hereafter becomes the “Beneficial Owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of thirty
percent (30%) or more of the combined voting power of NBTB’s Voting Securities;
(B) During any period of two (2) consecutive years, individuals who at the beginning of such period constitute the Board cease for any reason to constitute at least a majority thereof, unless
the election, or the nomination for election by NBTB’s shareholders, of each new director was approved by a vote of at least two-thirds (2/3) of the directors then still in office, who were directors at the beginning of the period;
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(C) There shall be consummated (x) any consolidation or merger of NBTB in which NBTB is not the continuing or surviving corporation or pursuant to which Voting Securities would be converted
into cash, securities, or other property, other than a merger of NBTB in which the holders of Voting Securities immediately prior to the merger have the same proportionate ownership of common stock of the surviving corporation immediately after the
merger, or (y) any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of NBTB, provided that any such consolidation, merger, sale, lease, exchange, or other
transfer consummated at the insistence of an appropriate banking regulatory agency shall not constitute a change in control of NBTB;
(D) Approval by the shareholders of NBTB of any plan or proposal for the liquidation or dissolution of NBTB; or
(E) Any event which would be described in Subsections (A), (B), (C), or (D) of this Section 6(c)(iii) if “NBT Bank” were substituted for “NBTB” therein.
In no event, however, shall a Change in Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the Bank, or any subsidiary of either of them, (1) by
NBTB, NBT Bank, or any subsidiary of either of them or (2) by any employee benefit plan maintained by any of them.
(iv) Within five (5) days following the consummation of a Change in Control of the Company, the Company (or its successor) shall establish a trust that conforms in all regards with the model
trust published in Revenue Procedure 92-64 and deposit an amount sufficient to satisfy all liabilities of the Company under Section 6(c) of this Agreement. The trust shall be established with an independent trustee, if the Executive so
chooses, and the Company (or its successor) shall be responsible for all set-up and ongoing fees associated with the trust until the satisfaction of all obligations under the trust.
(d) Release. Payment and provision of the benefits described in Sections 6(b) and 6(c) of this Agreement (the “Severance Payments”) are subject to Executive’s
execution and delivery to NBTB of a Separation Agreement and Release, in substantially the form attached hereto as Exhibit A (the “Release”), which shall be incorporated by reference into this
Agreement and become a part hereof, within sixty (60) days of Executive’s termination of employment, which has (and not until it has) become irrevocable, releasing NBTB, NBT Bank, and any of their affiliates, and their directors, officers, and
employees, from any and all claims or potential claims arising from or related to Executive’s employment with NBTB, NBT Bank, or any of their affiliates or Executive’s termination of employment. If the Release is executed and delivered and no longer
subject to revocation as provided in the preceding sentence, payments or benefits shall commence upon the first scheduled payment date immediately after the date the Release is executed and no longer subject to revocation (the “Release Effective
Date”). The first such cash payment shall include payment of all amounts that otherwise would have been due prior to the Release Effective Date under the terms of this Agreement applied as though such payments commenced immediately upon
Executive’s Termination Date, and any payments made thereafter shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following Executive’s
Termination Date.
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The Company may provide, in its sole discretion, that Executive may continue to participate in any benefits delayed pursuant to this Section 6(d) during the period of such delay, provided that
Executive shall bear the full cost of such benefits during such delay period. Upon the date such benefits would otherwise commence pursuant to this Section 6(d), the Company may reimburse Executive the Company’s share of the cost of such
benefits, to the extent that such costs would otherwise have been paid by the Company or to the extent that such benefits would otherwise have been provided by the Company at no cost to Executive, in each case had such benefits commenced immediately
upon Executive’s Termination Date. Any remaining benefits shall be reimbursed or provided by the Company in accordance with the schedule and procedures specified herein.
(e) No Mitigation. Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise, nor, except as
expressly set forth in Section 6(c)(i)(B) of this Agreement, shall the amount of any payment or benefit provided for in this Agreement be reduced by any compensation earned or benefits received by Executive as the result of employment by
another employer after the Termination Date or otherwise.
(f) Regulatory Limits. Notwithstanding any other provision in this Agreement, the Company may terminate or suspend this Agreement and
the employment of Executive hereunder, as if such termination were for Cause, to the extent required by the applicable federal or state statue related to banking, deposit insurance, or bank or savings institution holding companies, or by regulations
or orders issued by the Office of the Controller of the Currency, the Federal Deposit Insurance Corporation, or any other state or federal banking regulatory agency having jurisdiction over NBTB or NBT Bank, and no payment shall be required to be
made to or for the benefit of Executive under this Agreement to the extent such payment is prohibited by applicable law, regulation, or order issued by a banking agency or a court of competent jurisdiction; provided, that it shall be the Company’s
burden to prove that any such action was so required.
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7. Maximization of After-Tax Amounts. Notwithstanding anything contained herein to the contrary, in the event any payments or benefits Executive becomes entitled to pursuant to this
Agreement or any other payments or benefits received or to be received by Executive in connection with a Change in Control or termination of employment (whether pursuant to the terms of any other agreement, plan, or arrangement, or otherwise, with the
Company, any Person whose actions result in a Change in Control, or any affiliate of the Company or such Person) (collectively the “Payments”) will be subject to the tax (the “Excise Tax”) imposed by Code Section 4999, the payments or
benefits due under this Agreement shall be reduced so that the Payments will not result in the imposition of such Excise Tax. The Payment reduction contemplated by the preceding sentence shall be implemented by determining the “Parachute Payment
Ratio” (as defined below) for each “parachute payment” within the meaning of Code Section 280G (“Section 280G”), and then reducing the “parachute payments” in order beginning with the “parachute payment” with the highest Parachute Payment
Ratio. For “parachute payments” with the same Parachute Payment Ratio, such “parachute payments” shall be reduced based on the time of payment of such “parachute payments” with amounts having later payment dates being reduced first. For “parachute
payments” with the same Parachute Payment Ratio and the same time of payment, such “parachute payments” shall be reduced on a pro rata basis (but not below zero) prior to reducing “parachute payments” with a lower Parachute Payment Ratio. For purposes
hereof, the term “Parachute Payment Ratio” shall mean a fraction, the numerator of which is the value of the applicable “parachute payment” for purposes of Section 280G and the denominator of which is the intrinsic value of such “parachute
payment.” For purposes of determining whether any of the Payments will be subject to the Excise Tax and the amount of such Excise Tax, (i) the entire amount of the Payments shall be treated as “parachute payments” within the meaning of Code Section
280G(b)(2) and as subject to the Excise Tax, unless and to the extent, in the written opinion of the Company’s independent accountants and as reasonably acceptable to Executive, such payments (in whole or in part) are not subject to the Excise Tax; and
(ii) the value of any noncash benefits or any deferred payment or benefit (constituting a part of the Payments) shall be determined by the Company’s independent auditors in accordance with the principles of Code Sections 280G(d)(3) and (4).
Notwithstanding the foregoing, if (i) the Payments exceed three (3) times Executive’s “base amount” as defined within Section 280G and (ii) Executive would receive at least $50,000 more on a net after-tax basis if her Payments were not reduced pursuant
to this Section 7 (after Executive’s payment of the Excise Tax), then the Company will not reduce the Payments to Executive, and Executive shall be responsible for the Excise Tax related thereto. For purposes of determining the net after-tax
benefit, Executive shall be deemed to pay federal income taxes at the highest marginal rate of the federal income taxation applicable to individuals (without taking into account surtaxes or loss or reduction of deductions) for the calendar year in
which the Termination Date occurs and state and local income taxes at the highest marginal rates of taxation in the state and locality of your residence on the Termination Date.
8. Representations and Warranties.
(a) Executive represents and warrants to the Company that her execution, delivery, and performance of this Agreement will not result in or constitute a breach of or conflict with any term,
covenant, condition, or provision of any commitment, contract, or other agreement or instrument, including, without limitation, any other employment agreement, to which Executive is or has been a party.
(b) Executive shall indemnify, defend, and hold harmless the Company for, from, and against any and all losses, claims, suits, damages, expenses, or liabilities, including court costs and
counsel fees, which the Company has incurred or to which the Company may become subject, insofar as such losses, claims, suits, damages, expenses, liabilities, costs, or fees arise out of or are based upon any failure of any representation or warranty
of Executive in Section 8(a) hereof to be true and correct when made.
9. Notices. All notices, consents, waivers, or other communications which are required or permitted hereunder shall be in writing and shall be deemed to have been duly given when
delivered personally or by messenger, transmitted by telex or telegram, by express courier, or sent by registered or certified mail, return receipt requested, postage prepaid. All communications shall be addressed to the appropriate address of each
party as follows:
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If to NBTB or NBT Bank:
NBT Bancorp Inc.
52 South Broad Street
Norwich, New York 13815
Attention: Chief Executive Officer
With a required copy to:
Richard Schaberg
Hogan Lovells US L.L.P.
555 13th Street, N.W.
Washington, D.C. 20004-1109
Fax: (202) 637-5910
If to Executive, to Executive’s most recent address on file with the Company.
All such notices shall be deemed to have been given on the date delivered, transmitted, or mailed in the manner provided above.
10. Assignment; Successors. Neither party may assign this Agreement or any rights or obligations hereunder without the consent of the other party. This Agreement shall inure to the
benefit of, and be binding upon, any corporate or other successor or assignee of the Company which shall acquire, directly or indirectly, by merger, consolidation, purchase, or otherwise, all or substantially all of the business or assets of the
Company. The Company shall require any such successor, by an agreement in form and substance satisfactory to Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent as the Company would be required
to perform if no such succession had taken place. This Agreement shall inure to the benefit of and be enforceable by Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributes, devisees, and legatees. If
Executive should die while any amount would still be payable to Executive hereunder if Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to Executive’s
devisee, legatee, or other designee, or if there is no such designee, to Executive’s estate.
11. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of New York, without giving effect to the principles of
conflicts of law thereof. The parties hereby designate Chenango County, New York to be the proper jurisdiction and venue for any suit or action arising out of this Agreement. Each of the parties consents to personal jurisdiction in such venue for
such a proceeding and agrees that it may be served with process in any action with respect to this Agreement or the transactions contemplated thereby by certified or registered mail, return receipt requested, or to its registered agent for service of
process in the State of New York. Each of the parties irrevocably and unconditionally waives and agrees, to the fullest extent permitted by law, not to plead any objection that it may now or hereafter have to the laying of venue or the convenience of
the forum of any action or claim with respect to this Agreement or the transactions contemplated thereby brought in the courts aforesaid.
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12. Entire Agreement; Offer Letter Incorporation; Amendment; Waiver. This Agreement constitutes the entire understanding between the Company and Executive relating to the subject matter
hereof. Any previous discussions, agreements, commitments, or understandings between the parties hereto or between Executive and NBTB, NBT Bank, or any of their affiliates, whether oral or written, regarding the subject matter hereof, including
without limitation the terms and conditions of employment, compensation, benefits, retirement, competition following employment, and the like, are superseded by this Agreement. Without limitation, this Agreement expressly supersedes any previous
employment agreement and that certain offer letter, dated July 21, 2021, from the Company to Executive. Neither this Agreement nor any provisions hereof can be modified, changed, discharged, or terminated except by an instrument in writing signed by
the party against whom any waiver, change, discharge, or termination is sought. No waiver, by either party hereto at any time, of any breach by the other party hereto or of compliance with any condition or provision of this Agreement to be performed
by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same, or at any prior or subsequent, time.
13. Illegality; Severability.
(a) Notwithstanding anything in this Agreement to the contrary, this Agreement is not intended and shall not be construed to require any payment to Executive which would violate any federal or
state statute or regulation, including without limitation the “golden parachute payment regulations” of the Federal Deposit Insurance Corporation codified to Part 359 of title 12, Code of Federal Regulations.
(b) If any provision or provisions of this Agreement shall be held to be invalid, illegal, or unenforceable for any reason whatsoever:
(i) the validity, legality, and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any section of this Agreement containing any such
provision held to be invalid, illegal, or unenforceable) shall not in any way be affected or impaired thereby; and
(ii) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any section of this Agreement containing any such provisions held to be
invalid, illegal, or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal, or unenforceable.
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14. 409A Compliance.
(a) The intent of the parties is that payments and benefits under this Agreement comply with Code Section 409A and the regulations and guidance promulgated thereunder and, accordingly, to the
maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. In no event whatsoever shall NBTB, NBT Bank, or any of their directors, officers, employees, or agents be liable for any additional tax, interest, or penalty
that may be imposed on Executive by Code Section 409A or damages for failing to comply with Code Section 409A. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes
“deferred compensation” for purposes of Code Section 409A be subject to offset, counterclaim, or recoupment by any other amount payable to Executive unless otherwise permitted by Code Section 409A. For purposes of Code Section 409A, Executive’s right
to receive any installment payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments.
(b) Notwithstanding any other payment schedule provided herein to the contrary, if Executive is deemed on the Termination Date a “specified employee” within the meaning of that term under Code
Section 409A, then each of the following shall apply:
(i) With regard to any payment that is considered deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment shall be made on the date which
is the earlier of (A) the expiration of the six (6)-month period measured from the date of Executive’s “separation from service,” and (B) the date of Executive’s death (the “Delay Period”), to the extent required under Code Section 409A. Upon
the expiration of the Delay Period, all payments delayed pursuant to this Section 14 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to Executive in a lump sum, and
all remaining payments due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein; and
(ii) To the extent that any benefits to be provided during the Delay Period are considered deferred compensation under Code Section 409A provided on account of a “separation from service,” and
such benefits are not otherwise exempt from Code Section 409A, Executive shall pay the cost of such benefits during the Delay Period, and the Company shall reimburse Executive, to the extent that such costs would otherwise have been paid by the Company
or to the extent that such benefits would otherwise have been provided by the Company at no cost to Executive, the Company’s share of the cost of such benefits upon expiration of the Delay Period, and any remaining benefits shall be reimbursed or
provided by the Company in accordance with the procedures specified herein.
15. Arbitration. Subject to the right of each party to seek specific performance (which right shall not be subject to arbitration) and to seek injunctive relief or other equitable
relief in connection with or by reason of a breach or threatened breach of Section 4 (where the party has elected not to pursue such relief in arbitration
pursuant to this Section 15), if a dispute arises out of or is in any way related to this Agreement or the asserted breach thereof, such dispute shall be referred to arbitration before
the American Arbitration Association the (“AAA”) pursuant to the AAA’s National Rules for the Resolution of Employment Disputes (the “Arbitration Rules”). A dispute subject to the provisions of this Section 15 will exist if
either party notifies the other party in writing that a dispute subject to arbitration exists and states, with reasonable specificity, the issue subject to arbitration (the “Arbitration Notice”). The parties agree that, after the issuance of
the Arbitration Notice, the parties will try in good faith between the date of the issuance of the Arbitration Notice and the date the dispute is set for arbitration to resolve the dispute by mediation in accordance with the Arbitration Rules. If the
dispute is not resolved by the date set for arbitration, then any controversy or claim arising out of this Agreement or the asserted breach hereof shall be resolved by binding arbitration and judgment upon any award rendered by arbitrator(s) may be
entered in a court having jurisdiction. In the event any claim or dispute involves an amount in excess of $100,000, either party may request that the matter be heard and resolved by a single arbitrator. The arbitrator shall have the same power to
compel the attendance of witnesses and to order the production of documents or other materials and to enforce discovery as could be exercised by a United States District Court judge sitting in Chenango County, New York. In the event of any
arbitration, each party shall have a reasonable right to conduct discovery to the same extent permitted by the Federal Rules of Civil Procedure, provided that discovery shall be concluded within ninety (90) days after the date the matter is set for
arbitration. The arbitrator or arbitrators shall have the power to award reasonable attorneys’ fees to the prevailing party. Any provisions in this Agreement to the contrary notwithstanding, this Section 15 shall be governed by the Federal
Arbitration Act, and the parties have entered into this Agreement pursuant to such act.
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16. Costs of Litigation. In the event litigation is commenced to enforce any of the provisions hereof, or to obtain declaratory relief in connection with any of the provisions hereof,
the prevailing party shall be entitled to recover reasonable attorneys’ fees. In the event this Agreement is asserted in any litigation as a defense to any liability, claim, demand, action, cause of action, or right asserted in such litigation, the
party prevailing on the issue of that defense shall be entitled to recovery of reasonable attorneys’ fees.
17. Company Right to Recover. If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company as a result of misconduct, with regard to
any financial reporting requirement under the securities laws, and Executive is subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002 and Executive knowingly engaged in the misconduct, was grossly negligent in engaging in
the misconduct, knowingly failed to prevent the misconduct, or was grossly negligent in failing to prevent the misconduct, Executive shall reimburse the Company the amount of any payment earned or accrued during the twelve (12)-month period following
the first public issuance or filing with the United States Securities and Exchange Commission (whichever first occurred) of the financial document that contained such material noncompliance.
Notwithstanding anything in this Agreement, if the Company is required to prepare an accounting restatement, Executive will forfeit any payments made based on the achievement of pre-established
performance goals that are later determined, as a result of the accounting restatement, not to have been achieved.
To the extent that any payment is made to Executive pursuant to this Agreement and information later becomes available that would have led to supervisory disapproval of the payment, then the Company
and its successors expressly reserve the right to suspend or deny full allocation of all remaining payments and/or compel repayment of any or all dispersed payments, should later information warrant such action. Subsequent information which would lead
to the exercise of these rights would include, without limitation, any information indicating that Executive has committed, is substantially responsible for, or has violated the respective acts or omissions, conditions, or offenses outlined in 12
C.F.R. section 359.4(a)(4).
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18. Cooperation. The parties agree that certain matters in which Executive will be involved during the Term of Employment may necessitate Executive’s cooperation in the future.
Accordingly, following the termination of Executive’s employment for any reason, to the extent reasonably requested by the Board, Executive shall cooperate with the Company in connection with matters arising out of Executive’s service to the Company;
provided, that the Company shall make reasonable efforts to minimize disruption of Executive’s other activities. The Company shall reimburse Executive for reasonable expenses incurred in connection with such cooperation and, to the extent that
Executive is required to spend substantial time on such matters, the Company shall compensate the Executive at an hourly rate based on Executive’s Base Salary on the Termination Date or at another mutually agreed upon rate.
19. Affiliation. A company will be deemed to be an “affiliate” of, or “affiliated” with NBTB or NBT Bank according to the definition of “Affiliate” set forth in Rule 12b-2 of the
General Rules and Regulations under the Exchange Act.
20. Headings. The section and subsection headings herein have been inserted for convenience of reference only and shall in no way modify or restrict any of the terms or provisions
hereof.
21. Survival. Sections 4, 8, 13, 15, 16, 17, and 18 shall survive the expiration or termination of this Agreement for any reason and, as applicable, shall be fully enforceable
thereafter in accordance with the terms of this Agreement.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have executed or caused this Agreement to be executed as of the day and year first above written.
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NBT BANCORP INC.
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By:
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Name:
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John H. Watt, Jr.
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Title:
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President & Chief Executive Officer
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EXECUTIVE
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Ruth H. Mahoney
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Signature Page to Employment Agreement
Exhibit A
SEPARATION AGREEMENT AND RELEASE
I. In consideration of receipt and acceptance of the separation payments described in the Employment Agreement and listed on Appendix A between NBT BANCORP INC. (“NBTB”) and Ruth H. Mahoney (“Executive”), dated
November 1, 2021 (the “Employment Agreement”), into which this Separation Agreement and Release (“Separation Agreement”) is incorporated by reference, Executive, on behalf of herself and her agents, heirs, executors, administrators, successors, and
assigns, unconditionally and generally releases NBTB and NBT Bank, National Association (“NBT Bank”), their respective current and former owners, officers, directors, parents, affiliates, subsidiaries, related entities, agents and employees, and the
heirs, executors, administrators, successors and assigns of all of the foregoing (collectively, “Releasee”), from or in connection with, and Executive hereby waives and/or settles, with prejudice, any and all complaints, causes of action, suits,
controversies, or any liability, claims, demands, or damages, known or unknown and of any nature whatsoever and which Executive ever had, now has or shall or may have as of the date of this Separation Agreement, including without limitation, those
arising directly or indirectly pursuant to or out of any aspect of Executive’s employment or termination from employment with NBTB, NBT Bank or any other Releasee.
II. Specifically, without limitation of the foregoing, and except as to the enforcement of this Separation Agreement and any rights which cannot be waived as a matter of law, the release and waiver of claims
under this Separation Agreement shall include and apply to any rights and/or claims (i) arising under any contract or employment arrangement, express or implied, written or oral; (ii) for wrongful dismissal or termination of employment; (iii) arising
under any applicable federal, state, local or other statutes, laws, ordinances, regulations or the like, or case law, that relate to employment or employment practices and/or specifically, that prohibit discrimination based upon age, race, religion,
sex, national origin, disability, genetic information or any other unlawful bases, including without limitation, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, the Civil Rights Act of 1866, the Equal Pay Act of 1963, the Family Medical Leave Act of 1993, the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974, Executive Order 11246, the Worker
Adjustment and Retraining Notification Act, the New York State Human Rights Law, the New York City Human Rights Law, the New York Labor Law, all as amended, and any other statutes, orders, laws, ordinances, regulations applicable to Employee’s
employment, of any state or city in which any Releasee is subject to jurisdiction, and/or any political subdivision thereof; (iv) based upon any other federal, state or local statutes, orders, laws, ordinances, regulations, case law, public policy, or
common law or the like; (v) concerning recruitment, hiring, discharge, promotions, transfers, employment status, right to reemployment, wages, bonus or incentive pay, severance pay, stock or stock options, employment benefits (including, without
limitation, sick or other leave, medical, disability, life, or any other insurance, 401(k), pension, other retirement plans or benefits, or any other fringe benefits), workers’ compensation, intentional or negligent misrepresentation and/or infliction
of emotional distress, interference with contract, fraud, libel, slander, defamation, invasion of privacy or loss of consortium, together with any and all tort, contract, or other claims which have been or might have been asserted by Executive or on
her behalf in any suit, charge of discrimination, or claim against the Releasee; and (vi) for damages, including without limitation, punitive or compensatory damages, or for attorneys’ fees, expenses, costs, wages, injunctive or equitable relief.
III. Executive expressly understands and acknowledges that it is possible that unknown losses or claims exist or that present losses may have been underestimated in amount or severity, and Executive explicitly
took that into account in determining the amount of consideration to be paid for the giving of the release in this Separation Agreement, and a portion of said consideration and the mutual covenants were given in exchange for a full satisfaction and
discharge of such claims.
IV. Executive and NBT Bank acknowledge that the above release and waiver of claims shall not apply to the obligation of NBT Bank to make payments (if any) of any vested benefit under NBT Bank’s tax-qualified
employee benefit plans nor to Executive’s right to continue healthcare insurance under the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985.
V. Executive represents and warrants that she has not filed or commenced any complaints, claims, actions or proceeding of any kind against any Releasee with any federal, state or local court or any
administrative or regulatory body. Executive agrees not to commence or participate as a party in any proceeding in any court or forum against any Releasee which is based upon any act, omission or occurrence up to and including the date of the
execution of this Separation Agreement. Executive further agrees not to encourage or participate in any action or proceeding brought by any person (except a government agency) against any Releasee. Notwithstanding the foregoing, this Separation
Agreement does not affect Executive’s right to file a charge or complaint with any state, local or federal agency or to participate or cooperate in such a matter. However, Executive acknowledges that she is not entitled to monetary damages resulting
from any such actions. Executive acknowledges and agrees that while this Separation Agreement sets forth a broad release under Title VII of the Civil Rights Act of 1964, as amended, the New York State Human Rights Law, as amended, and any other
federal, state, or local law that prohibits sexual harassment, Executive has never asserted a claim for sexual harassment and has no such claim against NBTB, NBT Bank or any other Releasee as of the date of this Separation Agreement. Executive further
acknowledges and agrees that no portion of the separation payments under the Employment Agreement that Executive is receiving under the terms of the Employment Agreement, if any, relates in any way to a claim for sexual harassment.
VI. This Separation Agreement is not and shall not be construed as an admission by any Releasee or Executive of any wrongdoing or illegal acts or omissions, and each party expressly denies that they engaged in any
wrongdoing or illegal or acts or omissions. Executive shall not, except as may be required by law, make any oral or written negative, disparaging or adverse statements, suggestions, or representations of or concerning NBT Bank or any Releasee.
VII. Executive agrees to cooperate reasonably with and to be readily available to NBT Bank to assist in any matter, including government agency investigations, court litigation or potential litigation, about which
Executive may have knowledge. If Executive receives a subpoena or other legal process relating in any way to same, Executive immediately will provide NBT Bank notice of the contact or the service of such subpoena or other legal process, and shall
cooperate with NBT Bank in responding.
VIII. Except as prohibited by law, each Releasee shall be excused from any obligation to make payment of the separation payments in the Employment Agreement in the event that paragraphs I through IV of this
Separation Agreement are determined to be void or unenforceable, in whole or in part; or Executive is found to have made a material misstatement in any term, condition, representation or acknowledgement in this Separation Agreement, in either of which
event Executive shall also be liable for any damages and costs suffered or incurred by any Releasee by reason of such misstatement or breach.
IX. This Separation Agreement shall be incorporated by reference into the Employment Agreement and shall be made a part thereof.
X. Executive agrees and acknowledges that:
(a) With respect to the General Release in Section II hereof, Executive agrees and understands that she is specifically releasing all claims under the Age Discrimination in Employment Act, as amended,
29 U.S.C. § 621 et seq. Executive acknowledges that she has read and understands this Agreement and executes it voluntarily and without coercion;
(b) Executive has been advised by NBT Bank to consult with an attorney before executing this Separation Agreement and has been given twenty-one (21) days to review this Separation Agreement and to
consider whether to sign this Separation Agreement. Executive may elect to sign this Separation Agreement prior to the expiration of the twenty-one (21) day consideration period specified herein, and Executive agrees that if she elects to do so, such
election is knowing and voluntary and comes after full opportunity to consult with an attorney;
(c) Executive has the right to revoke this Separation Agreement within the seven (7) day period following the date Executive signs this Separation Agreement (the “Revocation Period”) and any
revocation shall be made by providing a signed notice in writing, delivered personally or by fax to the Chief Human Resources Officer at NBT Bancorp, 52 South Broad Street, Norwich, New York, 13815 no later than 5:00 p.m. on the seventh calendar day
following her execution of this Separation Agreement;
(d) This Separation Agreement will not be effective or enforceable, and the separation payments under the Employment Agreement are not required and shall not be delivered or paid, until Executive has
delivered a signed, notarized original of this Separation Agreement to the Chief Human Resources Officer at NBT Bancorp, 52 South Broad Street, Norwich, New York, 13815 and the Revocation Period has expired without revocation of this Separation
Agreement. It is not necessary that any Releasee sign this Separation Agreement following Executive’s full and complete execution of it for it to become fully effective and enforceable;
(e) Executive relied solely on her own judgment and/or that of her attorney regarding the consideration for and the terms of this Separation Agreement and is signing this Separation Agreement
knowingly and voluntarily of her own free will;
(f) Executive is not entitled to the separation payments under the Employment Agreement unless she agrees to and honors the terms of this Separation Agreement; and
(g) Executive has read and understands this Separation Agreement and further understands that, subject to the limitations contained herein, it includes a general release of any and all known and
unknown, foreseen or unforeseen claims presently asserted or otherwise arising through the date of her signing of this Separation Agreement that she may have against any Releasee.
XI. Executive understands all of the terms of this Separation Agreement, and agrees that such terms are fair, reasonable and are not the result of any fraud, duress, coercion, pressure or undue influence
exercised by or on behalf of any Releasee; and Executive has agreed to and entered into this Separation Agreement and all of its terms, knowingly, freely and voluntarily.
XII. There are no other agreements of any nature between any Releasee and Executive with respect to the matters discussed in this Separation Agreement, except as expressly stated herein, and in signing this
Separation Agreement, Executive is not relying on any agreements or representation, except those expressly contained in this Separation Agreement.
XIII. This Separation Agreement shall be governed by the laws of New York, excluding the choice of law rules thereof.
XIV. This Separation Agreement may be executed in counterparts, each of which shall be deemed an original, and, when executed by all parties to this Separation Agreement, shall constitute one and the same
instrument. Facsimile or PDF transmissions of this Separation Agreement signed by any party hereto shall be deemed an original counterpart and binding.
[Remainder of page intentionally left blank; signature page to follow]
IN WITNESS WHEREOF, the parties hereto have executed this Separation Agreement.
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Ruth H. Mahoney
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STATE OF NEW YORK
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)
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: ss.:
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COUNTY OF
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)
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On the ____ day of _________, 20__, personally came _________________ and being duly sworn, acknowledged that she is the person described in and who executed the foregoing
Separation Agreement and acknowledged that she executed same.
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Notary Public
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NBT BANCORP INC.
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By:
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Date:
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Title:
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Appendix A
[Separation Payments]
Exhibit 10.17
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of May 23, 2022, by and between M. RANDOLPH SPARKS (“Executive”) and
NBT BANCORP INC., a Delaware corporation having its principal office in Norwich, New York (“NBTB”).
W I T N E S S E T H :
WHEREAS, NBTB and NBT Bank, National Association, a national banking association which is a wholly-owned subsidiary of NBTB (“NBT Bank”) (together with NBTB, the “Company”) desires to
secure the continued employment of Executive, subject to the provisions of this Agreement; and
WHEREAS, Executive desires to enter into the Agreement for such periods and upon the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements hereinafter set forth, intending to be legally bound, the parties agree as follows:
1. Employment; Responsibilities and Duties.
(a) NBTB hereby agrees to employ Executive and to cause NBT Bank and any successor organization to NBT Bank to employ Executive, and Executive hereby agrees to serve as Executive Vice
President, General Counsel and Corporate Secretary of NBTB and NBT Bank, and of any successor organization to NBTB or NBT Bank, as applicable, during the Term of Employment (as defined in Section 2 below). During the Term of
Employment, Executive shall perform all duties and shall have the responsibilities and authority as set forth in the bylaws of NBTB or NBT Bank, as applicable, or as may otherwise be determined and assigned to him by NBTB or NBT Bank. During the
Term of Employment, Executive shall report directly to the Chief Executive Officer of NBTB or his designee.
(b) Executive shall devote his full working time and best efforts to the performance of his responsibilities and duties hereunder. During the Term of Employment, Executive shall not,
without the prior written consent of the Chief Executive Officer of NBTB or his designee, render services in any capacity, whether as an employee, independent contractor, or otherwise, whether or not compensated, to any person or entity other than
the Company or its affiliates; provided, that Executive may, where involvement in such activities does not, as reasonably determined by the Board of Directors of NBTB (the “Board”), individually or in the aggregate, significantly interfere
with the performance of his duties or violate the provisions of Section 4 hereof, (i) render services to charitable organizations, (ii) manage his personal investments in compliance with any Company limits or policies, and (iii) with the
prior permission of the Chief Executive Officer of NBTB or his designee, hold such other directorships or part-time academic appointments or have such other business affiliations as would otherwise be prohibited under this Section 1.
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2. Term of Employment.
(a) The term of this Agreement (the “Term of Employment”) shall be the period commencing on the date of this Agreement (the “Commencement Date”) and continuing until the “Termination
Date,” which, subject to Section 2(b) hereof, shall mean the earliest to occur of:
(i) January 1, 2024; provided, however, that on December 31, 2023 and on each December 31 thereafter (each, a “Renewal Date”), the remaining Term of Employment shall
automatically be extended by one additional year, unless either the Company or Executive provides written notice to the other party of non-renewal at least ninety (90) days prior to the applicable Renewal Date;
(ii) the death of Executive;
(iii) Executive’s inability to engage in any substantial gainful activity, by reason of any medically determinable physical or mental impairment that can be expected to result in death or
can be expected to last for a continuous period of not less than twelve (12) months (“Disability”);
(iv) the discharge of Executive by NBTB or NBT Bank for “Cause,” which shall mean the termination of Executive’s employment on account of: (A) any willful or gross misconduct by
Executive with respect to the business and affairs of NBTB or NBT Bank, or with respect to any of their affiliates, for which Executive is assigned material responsibilities or duties; (B) the conviction of Executive of a felony (after the earlier
of (I) the expiration of any applicable appeal period without perfection of an appeal by Executive or (II) the denial of any appeal as to which no further appeal or review is available to Executive), whether or not committed in the course of his
employment with NBTB and NBT Bank; (C) Executive’s willful neglect, failure, or refusal to carry out his duties hereunder in a reasonable manner (other than any such failure resulting from Disability or death or from termination by Executive for
Good Reason, as hereinafter defined); or (D) the breach by Executive of any representation or warranty in Section 4 hereof or of any provision of this Agreement which breach is material and adverse to NBTB, NBT Bank, or any of
their affiliates for which Executive is assigned material responsibilities or duties; provided, however, in each case, the Company shall provide prior written notice to Executive that specifically identifies the event which NBTB or NBT Bank
believes constitutes Cause hereunder, and to the extent applicable, Executive shall have sixty (60) days from receiving such notice to cure;
(v) Executive’s resignation from his position as Executive Vice President, General Counsel and Corporate Secretary of NBTB and NBT Bank other than for Good Reason (as hereinafter
defined);
(vi) the termination of Executive’s employment by NBTB or NBT Bank “without Cause,” which shall mean Executive’s termination of employment for any reason, other than those set forth
in Subsections (i)-(v) of this Section 2(a) (except as otherwise provided below), at any time, upon the thirtieth (30th) day following notice to Executive;
provided, that the Company’s providing notice of non-renewal of the Agreement in accordance with Section 2(a)(i): (A) shall not constitute a termination of Executive’s employment without Cause for purposes of Section 6(b), (B) shall
constitute a termination of Executive’s employment without Cause for purposes of Section 6(c) if the applicable Term of Employment is scheduled to end within twenty-four (24) months following a Change in Control, and (C) shall not give rise
to any severance benefits hereunder, other than as provided in Sections 6(a) and 6(c), as applicable; or
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(vii) Executive’s resignation for Good Reason. “Good Reason” shall mean, without Executive’s express written consent, reassignment of Executive to a material reduction in duties,
responsibilities, or position other than for Cause, a material decrease in the amount or level of Executive’s Base Salary or benefits from the amount or level established in Section 3 hereof, or a relocation of Executive’s principal place
of employment by more than sixty (60) miles, except for required travel on the Company’s business to an extent substantially consistent with the business travel obligations which Executive undertook on behalf of the Company as of the date of the
relocation. Notwithstanding the foregoing, if there exists (without regard to this sentence) an event or condition that constitutes Good Reason, NBTB shall have thirty (30) days from the date on which Executive gives the written notice thereof to
cure such event or condition (such notice to be given by Executive within ninety (90) days from the date the event or condition first occurs) and, if NBTB does so cure, such event or condition shall cease to constitute Good Reason thirty (30) days
after the end of the cure period.
(b) Notwithstanding anything to the contrary in Section 2(a) hereof, in the event a tender offer or exchange offer is made by a Person (including any individual, corporation,
partnership, group, association, or other “person,” as such term is used in Section 14(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), other than the Company or any employee benefit plan(s) sponsored by the Company) for more
than thirty percent (30%) of the combined voting power of the Company’s outstanding securities ordinarily having the right to vote at elections of directors (“Voting Securities”), including shares of common stock, no par value, of the
Company (the “Company Shares”), Executive agrees that he will not leave the employ of the Company (other than as a result of Disability) and will render services to the Company in the capacity in which he then serves until such tender offer
or exchange offer has been abandoned or terminated or a Change in Control of the Company has occurred as a result of such tender offer or exchange offer. If, during the period Executive is obligated to continue in the employ of the Company
pursuant to this Section 2(b), the Company terminates Executive’s employment without Cause or Executive provides written notice of his decision to terminate his employment for Good Reason, Executive’s obligations under this Section 2(b)
shall thereupon terminate, and Executive will be entitled to payments provided under Section 6(b).
(c) A Termination Date shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a
termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and, for purposes of any such provision of this Agreement,
any references to a “termination,” “termination of employment,” or like terms shall mean a “separation from service.”
3. Compensation. For the services to be performed by Executive for the Company and its affiliates under this Agreement, Executive shall be compensated in the following manner:
(a) Base Salary. During the Term of Employment:
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(i) The Company shall pay Executive a salary, which on an annual basis shall be three hundred ninety-nine thousand dollars ($399,000) (“Base Salary”), subject to annual
adjustments based on recommendations from the NBTB Compensation and Benefits Committee and in line with compensation for comparable positions in companies of similar size and structure, but in no case less than three hundred ninety-nine thousand
dollars ($399,000). The Base Salary shall be payable in accordance with the normal payroll practices of the Company, with respect to executive personnel as presently in effect or as they may be modified by
the Company from time to time.
(ii) Executive shall be eligible to be considered for performance bonuses commensurate with Executive’s title and salary grade in accordance with the compensation policies of the Company
with respect to executive personnel in effect as of the Commencement Date or as they may be modified by the Company from time to time. For the 2022 performance year, subject to Executive’s continued employment with the Company through December 31,
2022, Executive will receive a guaranteed minimum bonus payment of one hundred eighty thousand dollars ($180,000), which bonus shall be paid to Executive no later than March 15, 2023.
(iii) In connection with Executive’s commencement of employment, Executive shall be entitled to a sign-on bonus of one hundred fifty thousand dollars ($150,000), which will be paid to
Executive in two installments as follows: (A) a lump sum payment of fifty thousand dollars ($50,000) (the “Initial Payment”), which will be paid in the first payroll following thirty days of continuous employment, plus (B) a lump sum payment
of one hundred thousand dollars ($100,000), which will be paid in the first regularly-scheduled payroll in January 2023, in each case subject to Executive’s continued employment as of the date of payment. In the event that Executive voluntarily
resigns from employment without Good Reason within the one-year period following Commencement Date, Executive shall be obligated to pay back to the Company the net after-tax amount of such Initial Payment within thirty (30) days of the Termination
Date.
(b) Employee Benefit Plans or Arrangements. During the Term of Employment, Executive shall be entitled to participate in all employee benefit plans of the Company, as presently in
effect as of the Commencement Date or as they may be modified by the Company from time to time, under such terms as may be applicable to officers of Executive’s rank employed by NBTB, NBT Bank, or their affiliates, including, without limitation,
plans providing retirement benefits, stock options, restricted stock, or stock units, medical insurance, life insurance, disability insurance, long term care insurance, and accidental death or dismemberment insurance, provided that there be no
duplication of such benefits as are provided under any other provision of this Agreement.
(c) Equity Awards.
(i) During the Term of Employment, Executive shall be eligible for awards, as determined by and in the sole discretion of the Board, under NBTB’s 2018 Omnibus Incentive Plan, or any
successor thereto (the “Plan”), as applicable to officers of Executive’s rank. With respect to the Company’s 2022 annual award program under the Plan, Executive will be eligible to receive an award of restricted stock units pursuant to the
terms of the Plan and award agreement thereunder, with a grant date fair value equivalent to two hundred nineteen thousand dollars ($219,000) and with the final number of restricted stock units granted, vested, and/or earned to be determined in
accordance with Plan, the applicable award agreement, and the Company’s historical practices.
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(ii) In connection with Executive’s commencement of employment, and subject to Executive’s continued service with the Company as of the grant date, in April 2023, NBTB will grant
Executive an award of 3,000 restricted stock units pursuant to the terms of the Plan and award agreement thereunder (the “Sign-On RSUs”). This Sign-On RSU grant will vest in full on the second anniversary of the grant date, subject to
Executive’s continued service through such date and such other terms and conditions as set forth in the Plan and the applicable award agreement.
(d) Paid Time Off. During the Term of Employment, Executive shall be entitled to paid time off in accordance with the policies of the Company applicable to officers of Executive’s
rank employed by NBTB, NBT Bank, or their affiliates, as in effect as of the Commencement Date or as may be modified by the Company from time to time, but in no event shall Executive be entitled to less than thirty-two (32) days of paid time off
per year.
(e) Enhanced Retirement Benefit. During the Term of Employment, Executive shall be eligible to receive a contribution to his deferred compensation account on an annual
basis in an amount as determined by and in the sole discretion of the Board.
(f) Withholding. All compensation to be paid to Executive hereunder shall be subject to applicable federal, state, and local taxes and all other required withholdings.
Executive hereby acknowledges and agrees that he is responsible for all taxes in connection with any benefits, fringe benefits, or perquisites provided under this Agreement, and he is not entitled to a Gross Up.
(g) Expenses. During the Term of Employment, Executive shall be reimbursed for reasonable travel and other expenses incurred or
paid by Executive in connection with the performance of his services under this Agreement, upon presentation of expense statements or vouchers or such other supporting information as may from time to time be requested by the Company, in
accordance with such policies of the Company as are in effect as of the Commencement Date and as may be modified by the Company from time to time, under such terms as may be applicable to officers of Executive’s rank employed by NBTB, NBT Bank,
or their affiliates. All expenses or other reimbursements under this Agreement shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive (provided that if any such
reimbursements constitute taxable income to Executive, such reimbursements shall be paid no later than March 15th of the calendar year following the calendar year in
which the expenses to be reimbursed were incurred), and no such reimbursement of expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year.
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4. Confidential Business Information; Non-Competition; Non-Solicitation.
(a) Executive acknowledges that certain business methods, creative techniques, and technical data of the Company and any of its affiliates and the like are deemed by the Company to be and
are in fact confidential business information of the Company or its affiliates or are entrusted to third parties. Such confidential information includes, but is not limited to, procedures, methods, sales relationships developed while in the
service of the Company or its affiliates, knowledge of customers and their requirements, marketing plans, marketing information, studies, forecasts, and surveys, competitive analyses, mailing and marketing lists, new business proposals, lists of
vendors, consultants, and other persons who render service or provide material to the Company or its affiliates, and compositions, ideas, plans, and methods belonging to or related to the affairs of the Company or its affiliates (collectively, “Confidential
Information”). In this regard, the Company asserts proprietary rights in all of its Confidential Information and that of its affiliates, except for such information as is clearly in the public domain. Notwithstanding the foregoing,
information that would be generally known or available to persons skilled in Executive’s fields shall be considered to be “clearly in the public domain” for the purposes of the preceding sentence. Executive acknowledges that in connection with his
employment with the Company, Executive has had or may have access to such Confidential Information, and he agrees that he will not disclose or divulge to any third party, except as may be required by his duties hereunder, by law, regulation, or
order of a court or government authority, or as directed by the Company, nor shall he use to the detriment of the Company or its affiliates or use in any business or on behalf of any business competitive with or substantially similar to any
business of the Company or its affiliates, any Confidential Information obtained during the course of his employment by the Company. In the event that disclosure is required by law, regulation, or order of a court or government authority,
Executive agrees that as soon as practical and in any event no later than thirty (30) days after receiving notice that Executive is required to make such disclosure, Executive will provide notice to the Company of such requirement by law,
regulation, or order of a court or government authority. This Section 4(a) shall not be construed as restricting Executive from disclosing such information to the employees of the Company or its affiliates. On or before the Termination
Date, Executive shall promptly deliver to the Company any and all Confidential Information in his possession, whether tangible, electronic, or intangible in form.
(b) Executive acknowledges that in the course of employment with the Company, Executive has had and will have access to and gained knowledge of the trade secrets and other Confidential
Information of the Company and its affiliates; has had and will have substantial relationships with the customers of the Company and its affiliates; and has performed and will perform services of special, unique, and extraordinary value to the
Company and its affiliates. Therefore, Executive agrees that notwithstanding the termination of this Agreement for any reason, from the Commencement Date until the second (2nd)
anniversary of the Termination Date, the Executive shall not, directly or indirectly, on behalf of himself or any other person or entity, without the written consent of the Company:
(i) become an officer, employee, consultant, director, or trustee of any savings bank, savings and loan association, savings and loan holding company, bank or bank holding company,
where such position entails providing services to such company in any city, town, or county in which the Company or its affiliates has an office, determined as of the Termination Date, where Executive’s position or service for such business is
competitive with or otherwise similar to any of Executive’s positions or services for the Company or its affiliates;
(ii) induce or solicit any customer, supplier, or agent of the Company or its affiliates about whom Executive has gained Confidential Information or with whom Executive, by virtue of his
employment with the Company, has established a relationship or had frequent contact, to terminate or curtail an existing business or commercial relationship with the Company or its affiliates;
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(iii) induce or solicit any customer or supplier of the Company or its affiliates about whom Executive has gained Confidential Information or with whom Executive, by virtue of his
employment with the Company, has established a relationship or had frequent contact, to provide or purchase goods or services similar to the goods or services provided by it to or purchased by it from the Company or its affiliates; provided,
however, that the provisions of this clause (iii) only apply to those persons or entities who are customers or suppliers of the Company or its affiliates as of the Termination Date or who were customers of the Company or its affiliates during the
one-year period prior to the Termination Date; or
(iv) solicit, induce, recruit, offer employment to, hire, or take any other action intended, or that a reasonable person acting in like circumstances would expect, to have the effect of
causing any officer or employee of NBTB, NBT Bank, or their affiliates, to terminate his or her employment.
The parties understand and agree that the provisions of Section 4 shall be interpreted in a manner consistent with applicable rules of professional conduct for attorneys, and
nothing in Section 4 shall prohibit Executive from working in a legal capacity (i.e., as in-house counsel) or from practicing law in any capacity in any jurisdiction after the termination of Executive’s employment with the
Company.
(c) Executive acknowledges and agrees that irreparable injury will result to the Company in the event of a breach of any of the provisions of this Section 4 (the “Designated
Provisions”) and that the Company will have no adequate remedy at law with respect thereto. Accordingly, in the event of a material breach of any Designated Provision, and in addition to any other legal or equitable remedy the Company may
have, the Company shall be entitled to seek the entry of a preliminary and permanent injunction (including, without limitation, specific performance) by a court of competent jurisdiction in Chenango County, New York, or elsewhere, to restrain the
violation or breach thereof by Executive, and Executive submits to the jurisdiction of such court in any such action.
(d) It is the desire and intent of the parties that the provisions of this Section 4 shall be enforced to the fullest extent permissible under the laws and public policies applied
in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Section 4 shall be adjudicated to be invalid or unenforceable, such provision shall be deemed amended to delete therefrom the portion
thus adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of such provision in the particular jurisdiction in which such adjudication is made. In addition, should any court determine that the
provisions of this Section 4 shall be unenforceable with respect to scope, duration, or geographic area, such court shall be empowered to substitute, to the extent enforceable, provisions similar hereto or other provisions so as to provide
to the Company, to the fullest extent permitted by applicable law, the benefits intended by this Section 4. The existence of any claim or cause of action by Executive against the Company shall not constitute a defense to the enforcement
by the Company of the provisions of Section 4, but such claim or cause of action shall be determined separately.
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(e) The length of time for which the covenants in Section 4 shall be in force shall be extended by an amount of time equal to the period of time during which a violation of such covenant
is deemed by a court of competent jurisdiction to have occurred (including any period required for litigation during which the Company seeks to enforce such covenant).
(f) U.S. federal law (18 U.S.C. section 1833(b)) states that an individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of
a trade secret that: (i) is made (A) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney and (B) solely for the purpose of reporting or investigating a suspected violation of law; or
(ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. That law further states that an individual who files a lawsuit for retaliation by an employer for reporting a suspected
violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual: (1) files any document containing the trade secret under seal; and (2) does not
disclose the trade secret, except pursuant to court order. For the avoidance of doubt, nothing in this Agreement is intended to, nor shall be construed to, conflict with 18 U.S.C. section 1833(b).
(g) Executive understands that nothing in this Agreement or any other agreement that Executive may have with the Company restricts or prohibits Executive from initiating communications
directly with, responding to any inquiries from, providing testimony before, reporting possible violations of law or regulation to, filing a claim with or assisting with an investigation by a self-regulatory authority or a government agency or
entity, including but not limited to the U.S. Securities and Exchange Commission and the federal Occupational Safety and Health Administration (collectively, “Government Agencies”), or from making other disclosures that are protected under
the whistleblower provisions of state or federal law or regulation, and Executive does not need the Company’s prior authorization to engage in such conduct.
5. Life Insurance. In light of the unusual abilities and experience of Executive, NBTB (or NBT Bank or their affiliates) in its discretion may apply for and procure as owner and
for its own benefit insurance on the life of Executive, in such amount and in such form as NBTB may choose. NBTB shall make all payments for such insurance and shall receive all benefits from it. Executive shall have no interest whatsoever in any
such policy or policies but, at the request of NBTB, shall submit to medical examinations and supply such information and execute such documents as may reasonably be required by the insurance company or companies to which NBTB has applied for
insurance.
6. Payments Upon Termination.
(a) Generally. In the event that the Term of Employment shall be terminated for any reason, Executive shall, in consideration for Executive’s covenants pursuant to Section
4 hereof, be entitled to receive, upon the occurrence of any such event:
(i) any unpaid Base Salary, payable pursuant to Section 3(a)(i) hereof, which shall have been earned and accrued as of the Termination Date; and
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(ii) such rights as Executive shall have accrued as of the Termination Date under the terms of any plans or arrangements in which he participates pursuant to Section 3 hereof,
any right to reimbursement for expenses accrued as of the Termination Date pursuant to Section 3(g) hereof, and the right to receive the cash equivalent of paid annual leave accrued but unpaid as of the Termination Date pursuant to Section
3(d) hereof.
(b) Termination without Cause or Resignation for Good Reason. Subject to Sections 6(c)
and 6(d) of this Agreement, in the event that the Term of Employment shall be terminated for the reason set forth in Section 2(a)(vi) (termination without
Cause) or Section 2(a)(vii) (resignation for Good Reason) of this Agreement, Executive shall be entitled to receive, in addition to the amounts and rights set forth in Section 6(a) hereof, a lump sum payment equal to the unpaid
portion of the Executive’s Base Salary for the remaining unexpired Term of Employment (measured from the Termination Date through the end of the then-current Term of Employment), but in no event less than one-half (1/2) of the Executive’s Base
Salary, payable within thirty (30) days of Executive’s Termination Date.
(c) Change in Control.
(i) Subject to Section 6(d) hereof, in the event that the Term of Employment shall be terminated for the reason set forth in Section 2(a)(vi) (termination without Cause)
or Section 2(a)(vii) (resignation for Good Reason) hereof within twenty-four (24) months following a Change in Control (it being recognized that more than one such event may occur, in which case the twenty-four (24)-month period shall run
from the date of each such occurrence), Executive shall be entitled to receive, in addition to the amounts and rights set forth in Section 6(a) hereof and in lieu of the amounts and rights set forth in Section 6(b), the following:
(A) A payment equal to the product of 2.0 multiplied by the sum of (1) Executive’s Base Salary for the calendar year in which the Change in Control occurs and (2) Executive’s average
bonus earned for the three (3) previous calendar years; provided that such payment shall be paid in two (2) equal, annual installments, with the first installment to be made within thirty (30) days of Executive’s Termination Date and the remaining
one (1) installment made on the first business day of January of the next calendar year; provided, further, that under no circumstances shall two (2) installment payments be made during a single tax year of Executive; and
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(B) (1) the Company shall maintain in full force and effect, for Executive’s continued benefit and, if applicable, for the continued benefit of Executive’s spouse and dependents, for two
(2) years after the Termination Date, or such longer period as may be provided by the terms of the appropriate plan, certain noncash employee benefit plans, programs, or arrangements (including, without limitation, life insurance and health,
dental, vision, and long-term care insurance plans, but excluding disability or accidental death and dismemberment insurance) in which Executive was entitled to participate immediately prior to the Termination Date, as in effect at the Termination
Date, or, if more favorable to Executive and, if applicable, Executive’s spouse and dependents, as in effect generally at any time thereafter with respect to executive employees of the Company or any successor; provided that Executive’s continued
eligibility for and participation in such plans, programs, and arrangements is possible after Termination Date under the general terms and provisions of such plans, programs, and arrangements; provided, however, that if Executive becomes eligible
to participate in a benefit plan, program, or arrangement of another employer which confers substantially similar benefits upon Executive, Executive shall cease to receive benefits under this subsection in respect of such plan, program, or
arrangement; provided, further, that for health benefits that extend beyond the COBRA limitation period, the Company shall pay Executive an amount equal to the benefits that Executive would have received under this Section 6(c)(i)(B)(1)
without regard to such limitation, and (2) Executive’s benefit under any retirement plans maintained by the Company in which Executive is a participant shall be fully vested upon the Termination Date. In the event that Executive’s participation in
any such plan, program, or arrangement is not possible after the Termination Date under the general terms and provisions of such plans, programs, and arrangements, the Company shall arrange to provide Executive with benefits substantially similar
to those which Executive is entitled to receive under such plans, programs, and arrangements or alternatively, pay an amount equal to the reasonable value of such substantially similar benefits. If Executive elects or, if applicable, his spouse or
dependents elect, COBRA continuation coverage after the Termination Date, the Company will pay the applicable COBRA premium for the maximum period during which such coverage is available. Executive and, if applicable, Executive’s spouse and
dependents may elect, in lieu of COBRA continuation coverage, to have the acquiring entity obtain an individual or group health insurance coverage and the acquiring entity will pay premiums thereunder for the maximum period during which you and, if
applicable, your spouse and family could have elected to receive COBRA continuation coverage.
(ii) In the event that the Term of Employment shall be terminated for the reason set forth in Section 2(a)(iii) (termination on account of Disability) hereof within twenty-four
(24) months of a Change in Control (it being recognized that more than one such event may occur, in which case the twenty-four (24)-month period shall run from the date of each such occurrence), Executive’s benefits shall thereafter be determined
in accordance with the Company’s long-term disability income insurance plan. If the Company’s long-term disability income insurance plan is modified or terminated following a Change in Control, the Company shall substitute such a plan with
benefits applicable to Executive substantially similar to those provided by such plan prior to its modification or termination. During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or
mental illness, Executive shall continue to receive his Base Salary at the rate then in effect until his employment is termi-nated by the Company for Disability.
(iii) A “Change in Control” of the Company shall mean the occurrence of one of the following:
(A) A change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A, as in effect on the date hereof, pursuant to the
Exchange Act; provided that, without limitation, such a change in control shall be deemed to have occurred at such time as any Person hereafter becomes the “Beneficial Owner” (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of thirty percent (30%) or more of the combined voting power of NBTB’s Voting Securities;
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(B) During any period of two (2) consecutive years, individuals who at the beginning of such period constitute the Board cease for any reason to constitute at least a majority thereof,
unless the election, or the nomination for election by NBTB’s shareholders, of each new director was approved by a vote of at least two-thirds (2/3) of the directors then still in office, who were directors at the beginning of the period;
(C) There shall be consummated (x) any consolidation or merger of NBTB in which NBTB is not the continuing or surviving corporation or pursuant to which Voting Securities would be
converted into cash, securities, or other property, other than a merger of NBTB in which the holders of Voting Securities immediately prior to the merger have the same proportionate ownership of common stock of the surviving corporation immediately
after the merger, or (y) any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of NBTB, provided that any such consolidation, merger, sale, lease, exchange,
or other transfer consummated at the insistence of an appropriate banking regulatory agency shall not constitute a change in control of NBTB;
(D) Approval by the shareholders of NBTB of any plan or proposal for the liquidation or dissolution of NBTB; or
(E) Any event which would be described in Subsections (A), (B), (C), or (D) of this Section 6(c)(iii) if “NBT Bank” were substituted for “NBTB” therein.
In no event, however, shall a Change in Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the Bank, or any subsidiary of either of them, (1)
by NBTB, NBT Bank, or any subsidiary of either of them or (2) by any employee benefit plan maintained by any of them.
(iv) Within five (5) days following the consummation of a Change in Control of the Company, the Company (or its successor) shall establish a trust that conforms in all regards with the
model trust published in Revenue Procedure 92-64 and deposit an amount sufficient to satisfy all liabilities of the Company under Section 6(c) of this Agreement. The trust shall be established with an independent trustee, if the Executive
so chooses, and the Company (or its successor) shall be responsible for all set-up and ongoing fees associated with the trust until the satisfaction of all obligations under the trust.
(d) Release. Payment and provision of the benefits described in Sections 6(b) and
6(c) of this Agreement (the “Severance Payments”) are subject to Executive’s execution and delivery to NBTB of a Separation
Agreement and Release, in substantially the form attached hereto as Exhibit A (the “Release”), which shall be incorporated by reference
into this Agreement and become a part hereof, within sixty (60) days of Executive’s termination of employment, which has (and not until it has) become irrevocable, releasing NBTB, NBT Bank, and any of their affiliates, and their directors,
officers, and employees, from any and all claims or potential claims arising from or related to Executive’s employment with NBTB, NBT Bank, or any of their affiliates or Executive’s termination of employment. If the Release is executed and
delivered and no longer subject to revocation as provided in the preceding sentence, payments or benefits shall commence upon the first scheduled payment date immediately after the date the Release is executed and no longer subject to revocation
(the “Release Effective Date”). The first such cash payment shall include payment of all amounts that otherwise would have been due prior to the Release Effective Date under the terms of this Agreement applied as though such payments
commenced immediately upon Executive’s Termination Date, and any payments made thereafter shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced
immediately following Executive’s Termination Date.
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The Company may provide, in its sole discretion, that Executive may continue to participate in any benefits delayed pursuant to this Section 6(d) during the period of such delay, provided
that Executive shall bear the full cost of such benefits during such delay period. Upon the date such benefits would otherwise commence pursuant to this Section 6(d), the Company may reimburse Executive the Company’s share of the cost of
such benefits, to the extent that such costs would otherwise have been paid by the Company or to the extent that such benefits would otherwise have been provided by the Company at no cost to Executive, in each case had such benefits commenced
immediately upon Executive’s Termination Date. Any remaining benefits shall be reimbursed or provided by the Company in accordance with the schedule and procedures specified herein.
(e) No Mitigation. Executive shall not be required to mitigate the amount of any payment
provided for in this Agreement by seeking other employment or otherwise, nor, except as expressly set forth in Section 6(c)(i)(B) of this Agreement, shall
the amount of any payment or benefit provided for in this Agreement be reduced by any compensation earned or benefits received by Executive as the result of employment by another employer after the Termination Date or otherwise.
(f) Regulatory Limits. Notwithstanding any other provision in this Agreement, the Company may terminate or suspend this Agreement and the employment of Executive hereunder, as if
such termination were for Cause, to the extent required by the applicable federal or state statue related to banking, deposit insurance, or bank or savings institution holding companies, or by regulations or orders issued by the Office of the
Controller of the Currency, the Federal Deposit Insurance Corporation, or any other state or federal banking regulatory agency having jurisdiction over NBTB or NBT Bank, and no payment shall be required to be made to or for the benefit of Executive
under this Agreement to the extent such payment is prohibited by applicable law, regulation, or order issued by a banking agency or a court of competent jurisdiction; provided, that it shall be the Company’s burden to prove that any such action was
so required.
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7. Maximization of After-Tax Amounts. Notwithstanding anything contained herein to the contrary, in the event any payments or
benefits Executive becomes entitled to pursuant to this Agreement or any other payments or benefits received or to be received by Executive in connection with a Change in Control or termination of employment (whether pursuant to the terms of any
other agreement, plan, or arrangement, or otherwise, with the Company, any Person whose actions result in a Change in Control, or any affiliate of the Company or such Person) (collectively the “Payments”) will be subject to the tax (the “Excise
Tax”) imposed by Code Section 4999, the payments or benefits due under this Agreement shall be reduced so that the Payments will not result in the imposition of such Excise Tax. The Payment reduction contemplated by the preceding sentence
shall be implemented by determining the “Parachute Payment Ratio” (as defined below) for each “parachute payment” within the meaning of Code Section 280G (“Section 280G”), and then reducing the “parachute payments” in order beginning with
the “parachute payment” with the highest Parachute Payment Ratio. For “parachute payments” with the same Parachute Payment Ratio, such “parachute payments” shall be reduced based on the time of payment of such “parachute payments” with amounts
having later payment dates being reduced first. For “parachute payments” with the same Parachute Payment Ratio and the same time of payment, such “parachute payments” shall be reduced on a pro rata basis (but not below zero) prior to reducing
“parachute payments” with a lower Parachute Payment Ratio. For purposes hereof, the term “Parachute Payment Ratio” shall mean a fraction, the numerator of which is the value of the applicable “parachute payment” for purposes of Section
280G and the denominator of which is the intrinsic value of such “parachute payment.” For purposes of determining whether any of the Payments will be subject to the Excise Tax and the amount of such Excise Tax, (i) the entire amount of the
Payments shall be treated as “parachute payments” within the meaning of Code Section 280G(b)(2) and as subject to the Excise Tax, unless and to the extent, in the written opinion of the Company’s independent accountants and as reasonably
acceptable to Executive, such payments (in whole or in part) are not subject to the Excise Tax; and (ii) the value of any noncash benefits or any deferred payment or benefit (constituting a part of the Payments) shall be determined by the
Company’s independent auditors in accordance with the principles of Code Sections 280G(d)(3) and (4). Notwithstanding the foregoing, if (i) the Payments exceed three (3) times Executive’s “base amount” as defined within Section 280G and (ii)
Executive would receive at least $50,000 more on a net after-tax basis if his Payments were not reduced pursuant to this Section 7 (after Executive’s
payment of the Excise Tax), then the Company will not reduce the Payments to Executive, and Executive shall be responsible for the Excise Tax related thereto. For purposes of determining the net after-tax benefit, Executive shall be deemed to
pay federal income taxes at the highest marginal rate of the federal income taxation applicable to individuals (without taking into account surtaxes or loss or reduction of deductions) for the calendar year in which the Termination Date occurs
and state and local income taxes at the highest marginal rates of taxation in the state and locality of your residence on the Termination Date.
8. Representations and Warranties.
(a) Executive represents and warrants to the Company that his execution, delivery, and performance of this Agreement will not result in or constitute a breach of or conflict with any term,
covenant, condition, or provision of any commitment, contract, or other agreement or instrument, including, without limitation, any other employment agreement, to which Executive is or has been a party.
(b) Executive shall indemnify, defend, and hold harmless the Company for, from, and against any and all losses, claims, suits, damages, expenses, or liabilities, including court costs and
counsel fees, which the Company has incurred or to which the Company may become subject, insofar as such losses, claims, suits, damages, expenses, liabilities, costs, or fees arise out of or are based upon any failure of any representation or
warranty of Executive in Section 8(a) hereof to be true and correct when made.
9. Notices. All notices, consents, waivers, or other communications which are required or permitted hereunder shall be in writing and shall be deemed to have been duly given when
delivered personally or by messenger, transmitted by telex or telegram, by express courier, or sent by registered or certified mail, return receipt requested, postage prepaid. All communications shall be addressed to the appropriate address of
each party as follows:
- 13 -
If to NBTB or NBT Bank:
NBT Bancorp Inc.
52 South Broad Street
Norwich, New York 13815
Attention: Chief Executive Officer
With a required copy to:
Richard Schaberg
Hogan Lovells US L.L.P.
555 13th Street, N.W.
Washington, D.C. 20004-1109
Fax: (202) 637-5910
If to Executive, to Executive’s most recent address on file with the Company.
All such notices shall be deemed to have been given on the date delivered, transmitted, or mailed in the manner provided above.
10. Assignment; Successors. Neither party may assign this Agreement or any rights or obligations hereunder without the consent of the other party. This Agreement shall inure to the
benefit of, and be binding upon, any corporate or other successor or assignee of the Company which shall acquire, directly or indirectly, by merger, consolidation, purchase, or otherwise, all or substantially all of the business or assets of the
Company. The Company shall require any such successor, by an agreement in form and substance satisfactory to Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent as the Company would be
required to perform if no such succession had taken place. This Agreement shall inure to the benefit of and be enforceable by Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributes, devisees, and
legatees. If Executive should die while any amount would still be payable to Executive hereunder if Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement
to Executive’s devisee, legatee, or other designee, or if there is no such designee, to Executive’s estate.
11. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of New York, without giving effect to the principles of
conflicts of law thereof. The parties hereby designate Chenango County, New York to be the proper jurisdiction and venue for any suit or action arising out of this Agreement. Each of the parties consents to personal jurisdiction in such venue for
such a proceeding and agrees that it may be served with process in any action with respect to this Agreement or the transactions contemplated thereby by certified or registered mail, return receipt requested, or to its registered agent for service
of process in the State of New York. Each of the parties irrevocably and unconditionally waives and agrees, to the fullest extent permitted by law, not to plead any objection that it may now or hereafter have to the laying of venue or the
convenience of the forum of any action or claim with respect to this Agreement or the transactions contemplated thereby brought in the courts aforesaid.
- 14 -
12. Entire Agreement; Offer Letter Incorporation; Amendment; Waiver. This Agreement constitutes the entire understanding between the Company and Executive relating to the subject
matter hereof. Any previous discussions, agreements, commitments, or understandings between the parties hereto or between Executive and NBTB, NBT Bank, or any of their affiliates, whether oral or written, regarding the subject matter hereof,
including without limitation the terms and conditions of employment, compensation, benefits, retirement, competition following employment, and the like, are superseded by this Agreement. Without limitation, this Agreement expressly supersedes any
previous employment agreement and that certain offer letter, dated January 25, 2022, from the Company to Executive. Neither this Agreement nor any provisions hereof can be modified, changed, discharged, or terminated except by an instrument in
writing signed by the party against whom any waiver, change, discharge, or termination is sought. No waiver, by either party hereto at any time, of any breach by the other party hereto or of compliance with any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same, or at any prior or subsequent, time.
13. Illegality; Severability.
(a) Notwithstanding anything in this Agreement to the contrary, this Agreement is not intended and shall not be construed to require any payment to Executive which would violate any
federal or state statute or regulation, including without limitation the “golden parachute payment regulations” of the Federal Deposit Insurance Corporation codified to Part 359 of title 12, Code of Federal Regulations.
(b) If any provision or provisions of this Agreement shall be held to be invalid, illegal, or unenforceable for any reason whatsoever:
(i) the validity, legality, and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any section of this Agreement containing any
such provision held to be invalid, illegal, or unenforceable) shall not in any way be affected or impaired thereby; and
(ii) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any section of this Agreement containing any such provisions held
to be invalid, illegal, or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal, or unenforceable.
- 15 -
14. 409A Compliance.
(a) The intent of the parties is that payments and benefits under this Agreement comply with Code Section 409A and the regulations and guidance promulgated thereunder and, accordingly, to
the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. In no event whatsoever shall NBTB, NBT Bank, or any of their directors, officers, employees, or agents be liable for any additional tax, interest, or
penalty that may be imposed on Executive by Code Section 409A or damages for failing to comply with Code Section 409A. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that
constitutes “deferred compensation” for purposes of Code Section 409A be subject to offset, counterclaim, or recoupment by any other amount payable to Executive unless otherwise permitted by Code Section 409A. For purposes of Code Section 409A,
Executive’s right to receive any installment payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments.
(b) Notwithstanding any other payment schedule provided herein to the contrary, if Executive is deemed on the Termination Date a “specified employee” within the meaning of that term under
Code Section 409A, then each of the following shall apply:
(i) With regard to any payment that is considered deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment shall be made on the date
which is the earlier of (A) the expiration of the six (6)-month period measured from the date of Executive’s “separation from service,” and (B) the date of Executive’s death (the “Delay Period”), to the extent required under Code Section
409A. Upon the expiration of the Delay Period, all payments delayed pursuant to this Section 14 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to Executive in
a lump sum, and all remaining payments due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein; and
(ii) To the extent that any benefits to be provided during the Delay Period are considered deferred compensation under Code Section 409A provided on account of a “separation from
service,” and such benefits are not otherwise exempt from Code Section 409A, Executive shall pay the cost of such benefits during the Delay Period, and the Company shall reimburse Executive, to the extent that such costs would otherwise have been
paid by the Company or to the extent that such benefits would otherwise have been provided by the Company at no cost to Executive, the Company’s share of the cost of such benefits upon expiration of the Delay Period, and any remaining benefits
shall be reimbursed or provided by the Company in accordance with the procedures specified herein.
- 16 -
15. Arbitration. Subject to the right of each party to seek specific performance (which right shall not be subject to arbitration) and
to seek injunctive relief or other equitable relief in connection with or by reason of a breach or threatened breach of Section 4 (where the party has elected not to pursue such relief in arbitration pursuant to this Section 15), if a dispute arises out of or is in any way related to this Agreement or the asserted breach thereof, such dispute shall be referred to arbitration before the American Arbitration
Association the (“AAA”) pursuant to the AAA’s National Rules for the Resolution of Employment Disputes (the “Arbitration Rules”). A dispute subject to the provisions of this Section 15 will exist if either party notifies the other party in writing that a dispute subject to arbitration exists and states, with reasonable specificity, the issue subject to arbitration (the “Arbitration Notice”).
The parties agree that, after the issuance of the Arbitration Notice, the parties will try in good faith between the date of the issuance of the Arbitration Notice and the date the dispute is set for arbitration to resolve the dispute by
mediation in accordance with the Arbitration Rules. If the dispute is not resolved by the date set for arbitration, then any controversy or claim arising out of this Agreement or the asserted breach hereof shall be resolved by binding
arbitration and judgment upon any award rendered by arbitrator(s) may be entered in a court having jurisdiction. In the event any claim or dispute involves an amount in excess of $100,000, either party may request that the matter be heard and
resolved by a single arbitrator. The arbitrator shall have the same power to compel the attendance of witnesses and to order the production of documents or other materials and to enforce discovery as could be exercised by a United States
District Court judge sitting in Chenango County, New York. In the event of any arbitration, each party shall have a reasonable right to conduct discovery to the same extent permitted by the Federal Rules of Civil Procedure, provided that
discovery shall be concluded within ninety (90) days after the date the matter is set for arbitration. The arbitrator or arbitrators shall have the power to award reasonable attorneys’ fees to the prevailing party. Any provisions in this
Agreement to the contrary notwithstanding, this Section 15 shall be governed by the Federal Arbitration Act, and the parties have entered into this
Agreement pursuant to such act.
16. Costs of Litigation. In the event litigation is commenced to enforce any of the provisions hereof, or to obtain declaratory relief in connection with any of the provisions
hereof, the prevailing party shall be entitled to recover reasonable attorneys’ fees. In the event this Agreement is asserted in any litigation as a defense to any liability, claim, demand, action, cause of action, or right asserted in such
litigation, the party prevailing on the issue of that defense shall be entitled to recovery of reasonable attorneys’ fees.
17. Company Right to Recover. If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company as a result of misconduct, with
regard to any financial reporting requirement under the securities laws, and Executive is subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002 and Executive knowingly engaged in the misconduct, was grossly negligent
in engaging in the misconduct, knowingly failed to prevent the misconduct, or was grossly negligent in failing to prevent the misconduct, Executive shall reimburse the Company the amount of any payment earned or accrued during the twelve (12)-month
period following the first public issuance or filing with the United States Securities and Exchange Commission (whichever first occurred) of the financial document that contained such material noncompliance.
Notwithstanding anything in this Agreement, if the Company is required to prepare an accounting restatement, Executive will forfeit any payments made based on the achievement of pre-established
performance goals that are later determined, as a result of the accounting restatement, not to have been achieved.
To the extent that any payment is made to Executive pursuant to this Agreement and information later becomes available that would have led to supervisory disapproval of the payment, then the
Company and its successors expressly reserve the right to suspend or deny full allocation of all remaining payments and/or compel repayment of any or all dispersed payments, should later information warrant such action. Subsequent information
which would lead to the exercise of these rights would include, without limitation, any information indicating that Executive has committed, is substantially responsible for, or has violated the respective acts or omissions, conditions, or offenses
outlined in 12 C.F.R. section 359.4(a)(4).
- 17 -
18. Cooperation. The parties agree that certain matters in which Executive will be involved during the Term of Employment may necessitate Executive’s cooperation in the future.
Accordingly, following the termination of Executive’s employment for any reason, to the extent reasonably requested by the Board, Executive shall cooperate with the Company in connection with matters arising out of Executive’s service to the
Company; provided, that the Company shall make reasonable efforts to minimize disruption of Executive’s other activities. The Company shall reimburse Executive for reasonable expenses incurred in connection with such cooperation and, to the extent
that Executive is required to spend substantial time on such matters, the Company shall compensate the Executive at an hourly rate based on Executive’s Base Salary on the Termination Date or at another mutually agreed upon rate.
19. Affiliation. A company will be deemed to be an “affiliate” of, or “affiliated” with NBTB or NBT Bank according to the definition of “Affiliate” set forth in Rule 12b-2 of the
General Rules and Regulations under the Exchange Act.
20. Headings. The section and subsection headings herein have been inserted for convenience of reference only and shall in no way modify or restrict any of the terms or provisions
hereof.
21. Survival. Sections 4, 8, 13, 15, 16, 17, and 18 shall survive the expiration or termination of this Agreement for any reason and, as applicable, shall be fully enforceable thereafter in accordance with the terms of this Agreement.
[Signature Page Follows]
- 18 -
IN WITNESS WHEREOF, the parties hereto have executed or caused this Agreement to be executed as of the day and year first above written.
|
NBT BANCORP INC.
|
|
By:
|
||
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Name:
|
John H. Watt, Jr
|
|
|
Title:
|
President & Chief Executive Officer
|
|
EXECUTIVE
|
|
|
M. Randolph Sparks
|
Signature Page to Employment Agreement
Exhibit A
SEPARATION AGREEMENT AND RELEASE
I. In consideration of receipt and acceptance of the separation payments described in the Employment Agreement and listed on Appendix A between NBT BANCORP INC. (“NBTB”) and M. Randolph Sparks
(“Executive”), dated May___, 2022 (the “Employment Agreement”), into which this Separation Agreement and Release (“Separation Agreement”) is incorporated by reference, Executive, on behalf of himself and his agents, heirs, executors,
administrators, successors, and assigns, unconditionally and generally releases NBTB and NBT Bank, National Association (“NBT Bank”), their respective current and former owners, officers, directors, parents, affiliates, subsidiaries, related
entities, agents and employees, and the heirs, executors, administrators, successors and assigns of all of the foregoing (collectively, “Releasee”), from or in connection with, and Executive hereby waives and/or settles, with prejudice, any and all
complaints, causes of action, suits, controversies, or any liability, claims, demands, or damages, known or unknown and of any nature whatsoever and which Executive ever had, now has or shall or may have as of the date of this Separation Agreement,
including without limitation, those arising directly or indirectly pursuant to or out of any aspect of Executive’s employment or termination from employment with NBTB, NBT Bank or any other Releasee.
II. Specifically, without limitation of the foregoing, and except as to the enforcement of this Separation Agreement and any rights which cannot be waived as a matter of law, the release and waiver of
claims under this Separation Agreement shall include and apply to any rights and/or claims (i) arising under any contract or employment arrangement, express or implied, written or oral; (ii) for wrongful dismissal or termination of employment;
(iii) arising under any applicable federal, state, local or other statutes, laws, ordinances, regulations or the like, or case law, that relate to employment or employment practices and/or specifically, that prohibit discrimination based upon age,
race, religion, sex, national origin, disability, genetic information or any other unlawful bases, including without limitation, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Age Discrimination in
Employment Act, the Older Workers Benefit Protection Act, the Civil Rights Act of 1866, the Equal Pay Act of 1963, the Family Medical Leave Act of 1993, the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974, Executive
Order 11246, the Worker Adjustment and Retraining Notification Act, the New York State Human Rights Law, the New York City Human Rights Law, the New York Labor Law, all as amended, and any other statutes, orders, laws, ordinances, regulations
applicable to Employee’s employment, of any state or city in which any Releasee is subject to jurisdiction, and/or any political subdivision thereof; (iv) based upon any other federal, state or local statutes, orders, laws, ordinances, regulations,
case law, public policy, or common law or the like; (v) concerning recruitment, hiring, discharge, promotions, transfers, employment status, right to reemployment, wages, bonus or incentive pay, severance pay, stock or stock options, employment
benefits (including, without limitation, sick or other leave, medical, disability, life, or any other insurance, 401(k), pension, other retirement plans or benefits, or any other fringe benefits), workers’ compensation, intentional or negligent
misrepresentation and/or infliction of emotional distress, interference with contract, fraud, libel, slander, defamation, invasion of privacy or loss of consortium, together with any and all tort, contract, or other claims which have been or might
have been asserted by Executive or on his behalf in any suit, charge of discrimination, or claim against the Releasee; and (vi) for damages, including without limitation, punitive or compensatory damages, or for attorneys’ fees, expenses, costs,
wages, injunctive or equitable relief.
III. Executive expressly understands and acknowledges that it is possible that unknown losses or claims exist or that present losses may have been underestimated in amount or severity, and Executive
explicitly took that into account in determining the amount of consideration to be paid for the giving of the release in this Separation Agreement, and a portion of said consideration and the mutual covenants were given in exchange for a full
satisfaction and discharge of such claims.
IV. Executive and NBT Bank acknowledge that the above release and waiver of claims shall not apply to the obligation of NBT Bank to make payments (if any) of any vested benefit under NBT Bank’s tax-qualified
employee benefit plans nor to Executive’s right to continue healthcare insurance under the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985.
V. Executive represents and warrants that he has not filed or commenced any complaints, claims, actions or proceeding of any kind against any Releasee with any federal, state or local court or any
administrative or regulatory body. Executive agrees not to commence or participate as a party in any proceeding in any court or forum against any Releasee which is based upon any act, omission or occurrence up to and including the date of the
execution of this Separation Agreement. Executive further agrees not to encourage or participate in any action or proceeding brought by any person (except a government agency) against any Releasee. Notwithstanding the foregoing, this Separation
Agreement does not affect Executive’s right to file a charge or complaint with any state, local or federal agency or to participate or cooperate in such a matter. However, Executive acknowledges that he is not entitled to monetary damages
resulting from any such actions. Executive acknowledges and agrees that while this Separation Agreement sets forth a broad release under Title VII of the Civil Rights Act of 1964, as amended, the New York State Human Rights Law, as amended, and
any other federal, state, or local law that prohibits sexual harassment, Executive has never asserted a claim for sexual harassment and has no such claim against NBTB, NBT Bank or any other Releasee as of the date of this Separation Agreement.
Executive further acknowledges and agrees that no portion of the separation payments under the Employment Agreement that Executive is receiving under the terms of the Employment Agreement, if any, relates in any way to a claim for sexual
harassment.
VI. This Separation Agreement is not and shall not be construed as an admission by any Releasee or Executive of any wrongdoing or illegal acts or omissions, and each party expressly denies that they engaged
in any wrongdoing or illegal or acts or omissions. Executive shall not, except as may be required by law, make any oral or written negative, disparaging or adverse statements, suggestions, or representations of or concerning NBT Bank or any
Releasee.
VII. Executive agrees to cooperate reasonably with and to be readily available to NBT Bank to assist in any matter, including government agency investigations, court litigation or potential litigation, about
which Executive may have knowledge. If Executive receives a subpoena or other legal process relating in any way to same, Executive immediately will provide NBT Bank notice of the contact or the service of such subpoena or other legal process, and
shall cooperate with NBT Bank in responding.
VIII. Except as prohibited by law, each Releasee shall be excused from any obligation to make payment of the separation payments in the Employment Agreement in the event that paragraphs I through IV of this
Separation Agreement are determined to be void or unenforceable, in whole or in part; or Executive is found to have made a material misstatement in any term, condition, representation or acknowledgement in this Separation Agreement, in either of
which event Executive shall also be liable for any damages and costs suffered or incurred by any Releasee by reason of such misstatement or breach.
IX. This Separation Agreement shall be incorporated by reference into the Employment Agreement and shall be made a part thereof.
X. Executive agrees and acknowledges that:
(a) With respect to the General Release in Section II hereof, Executive agrees and understands that he is specifically releasing all claims under the Age Discrimination in Employment Act, as
amended, 29 U.S.C. § 621 et seq. Executive acknowledges that he has read and understands this Agreement and executes it voluntarily and without coercion;
(b) Executive has been advised by NBT Bank to consult with an attorney before executing this Separation Agreement and has been given twenty-one (21) days to review this Separation Agreement and
to consider whether to sign this Separation Agreement. Executive may elect to sign this Separation Agreement prior to the expiration of the twenty-one (21) day consideration period specified herein, and Executive agrees that if he elects to do so,
such election is knowing and voluntary and comes after full opportunity to consult with an attorney;
(c) Executive has the right to revoke this Separation Agreement within the seven (7) day period following the date Executive signs this Separation Agreement (the “Revocation Period”) and any
revocation shall be made by providing a signed notice in writing, delivered personally or by fax to the Chief Human Resources Officer at NBT Bancorp, 52 South Broad Street, Norwich, New York, 13815 no later than 5:00 p.m. on the seventh calendar
day following his execution of this Separation Agreement;
(d) This Separation Agreement will not be effective or enforceable, and the separation payments under the Employment Agreement are not required and shall not be delivered or paid, until Executive
has delivered a signed, notarized original of this Separation Agreement to the Chief Human Resources Officer at NBT Bancorp, 52 South Broad Street, Norwich, New York, 13815 and the Revocation Period has expired without revocation of this Separation
Agreement. It is not necessary that any Releasee sign this Separation Agreement following Executive’s full and complete execution of it for it to become fully effective and enforceable;
(e) Executive relied solely on his own judgment and/or that of his attorney regarding the consideration for and the terms of this Separation Agreement and is signing this Separation Agreement
knowingly and voluntarily of his own free will;
(f) Executive is not entitled to the separation payments under the Employment Agreement unless he agrees to and honors the terms of this Separation Agreement; and
(g) Executive has read and understands this Separation Agreement and further understands that, subject to the limitations contained herein, it includes a general release of any and all known and
unknown, foreseen or unforeseen claims presently asserted or otherwise arising through the date of his signing of this Separation Agreement that he may have against any Releasee.
XI. Executive understands all of the terms of this Separation Agreement, and agrees that such terms are fair, reasonable and are not the result of any fraud, duress, coercion, pressure or undue influence
exercised by or on behalf of any Releasee; and Executive has agreed to and entered into this Separation Agreement and all of its terms, knowingly, freely and voluntarily.
XII. There are no other agreements of any nature between any Releasee and Executive with respect to the matters discussed in this Separation Agreement, except as expressly stated herein, and in signing this
Separation Agreement, Executive is not relying on any agreements or representation, except those expressly contained in this Separation Agreement.
XIII. This Separation Agreement shall be governed by the laws of New York, excluding the choice of law rules thereof.
XIV. This Separation Agreement may be executed in counterparts, each of which shall be deemed an original, and, when executed by all parties to this Separation Agreement, shall constitute one and the same
instrument. Facsimile or PDF transmissions of this Separation Agreement signed by any party hereto shall be deemed an original counterpart and binding.
[Remainder of page intentionally left blank; signature page to follow]
IN WITNESS WHEREOF, the parties hereto have executed this Separation Agreement.
| Date | |||
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M. Randolph Sparks
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STATE OF NEW YORK
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)
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: ss.:
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COUNTY OF
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)
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On the ____ day of _________, 20__, personally came _________________ and being duly sworn, acknowledged that he is the person described in and who executed the foregoing
Separation Agreement and acknowledged that he executed same.
|
Notary Public
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| NBT BANCORP INC. | ||||
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By:
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Date:
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|||
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Title:
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Appendix A
[Separation Payments]
EXHIBIT 21
List of Subsidiaries of the Registrant
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Jurisdiction of
Incorporation
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Names Under Which
Subsidiary does Business
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|||
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NBT Bancorp Inc. Subsidiaries:
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||||
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NBT Bank, National Association
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Organized in the United States of America
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NBT Bank
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||
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NBT Financial Services, Inc.
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Delaware
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NBT Financial Services
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||
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CNBF Capital Trust I
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Delaware
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CNBF Capital Trust I
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||
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NBT Statutory Trust I
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Delaware
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NBT Statutory Trust I
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||
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NBT Statutory Trust II
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Delaware
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NBT Statutory Trust II
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||
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NBT Holdings, Inc.
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New York
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NBT Holdings
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||
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Alliance Financial Capital Trust I
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Delaware
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Alliance Financial Capital Trust I
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||
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Alliance Financial Capital Trust II
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Delaware
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Alliance Financial Capital Trust II
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||
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NBT Bank, National Association Subsidiaries:
|
||||
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NBT Capital Corp.
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New York
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NBT Capital Corp
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||
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NBT Capital Management, Inc.
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New York
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NBT Capital Management
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Broad Street Property Associates, Inc.
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New York
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Broad Street Property Associates
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||
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FNB Financial Services, Inc.
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Delaware
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FNB Financial Services
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||
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NBT Financial Services, Inc. Subsidiaries:
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||||
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Pennstar Financial Services, Inc.
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Pennsylvania
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Pennstar Financial Services
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||
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EPIC Advisors, Inc.
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New York
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EPIC Retirement Plan Services
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||
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NBT Holdings, Inc. Subsidiaries:
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||||
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NBT Insurance Agency, LLC
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New York
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NBT Insurance Agency
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EXHIBIT 23
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the registration statement (No. 333-255678) on Form S-3, in the registration statements (Nos. 333-32842, 333-97995, 333-107480, 333-150956, 333-168332,
333-225134) on Form S-8, and in the registration statement (No. 333-269742) on Form S-4 of our reports dated March 1, 2023, with respect to the consolidated financial statements of NBT Bancorp Inc. and subsidiaries and the effectiveness of internal
control over financial reporting.
/s/ KPMG LLP
Albany, New York
March 1, 2023
EXHIBIT 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, John H. Watt, Jr., certify that:
1. I have reviewed this annual report on Form 10-K of NBT Bancorp Inc.
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as
of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal
quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit
committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability
to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: March 1, 2023
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By:
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/s/ John H. Watt, Jr.
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John H. Watt, Jr.
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Chief Executive Officer
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EXHIBIT 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Scott A. Kingsley, certify that:
1. I have reviewed this annual report on Form 10-K of NBT Bancorp Inc.
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as
of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal
quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit
committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability
to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: March 1, 2023
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By:
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/s/ Scott A. Kingsley
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Scott A. Kingsley
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Chief Financial Officer
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EXHIBIT 32.1
Written Statement of the Chief Executive Officer Pursuant to Section 906 of the SARBANES-OXLEY ACT OF 2002
The undersigned, the Chief Executive Officer of NBT Bancorp Inc. (the “Company”), hereby certifies that to his knowledge on the date hereof:
(a) the Form 10-K of the Company for the Annual Period Ended December 31, 2022, filed on the date hereof with the Securities and Exchange Commission (the “Report”), fully complies
with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(b) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ John H. Watt, Jr.
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John H. Watt, Jr.
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Chief Executive Officer
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March 1, 2023
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A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this
written statement required by Section 906, has been provided to NBT Bancorp Inc. and will be retained by NBT Bancorp Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
EXHIBIT 32.2
Written Statement of the Chief Financial Officer Pursuant to Section 906 of the SARBANES-OXLEY ACT OF 2002
The undersigned, the Chief Financial Officer of NBT Bancorp Inc. (the “Company”), hereby certifies that to his knowledge on the date hereof:
(a) the Form 10-K of the Company for the Annual Period Ended December 31, 2022, filed on the date hereof with the Securities and Exchange Commission (the “Report”), fully complies
with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(b) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Scott A. Kingsley
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Scott A. Kingsley
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Chief Financial Officer
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March 1, 2023
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A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of
this written statement required by Section 906, has been provided to NBT Bancorp Inc. and will be retained by NBT Bancorp Inc. and furnished to the Securities and Exchange Commission or its staff upon request.