What changed in this filing

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Item 7. Management’s Discussion and Analysis

2024-03-11 compared with 2023-03-14 · 87 added, 90 removed, 286 unchanged (38% of the section changed)

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Earnings (For year ended December 31, 2023 compared to the same period of 2022)

● Net income was $43.6 million, an increase of 11%, or 25% on a non-GAAP basis when excluding the accretion from Paycheck Protection Program (“PPP”) loan fees.

The increase is primarily due to a benefit to net interest income as our assets repriced to higher rates and efficiency measures on non-interest expense.

● Net income was $44.9 million compared to $43.6, an increase of 3%, driven primarily due to a benefit to net interest income as our assets repriced to higher rates.

Diluted earnings per share was $2.95, an increase of $0.07 or 2%.

Diluted earnings per share included a $0.01 and $0.30 benefit from PPP loans in 2022 and 2021, respectively.

● Return on assets increased to 1.16% from 1.06%.

● Return on assets was 1.14% compared to 1.16%.

Return on equity was 10.88% compared to 10.91%.

Both ratios include the benefit of higher net income and lower average balances related to unrealized losses on securities as noted below under the “Financial Position” section.

Both ratios include higher borrowing costs and lower unrealized losses on securities as noted below under the “Financial Position” section.

● Net interest income was $117.7 million, an increase of 4%.

Net interest margin (NIM) was 3.36%, an increase of 48 basis points from the same period in 2021.

The increase is primarily due to the repricing of variable rate assets and continued loan growth.

● The provision for credit losses was an expense of $2.9 million mainly due to loan growth compared to a net benefit of $1.3 million reflecting improved economic forecasts.

● Non-interest income was $35.3 million, down from $42.3 million primarily due to a $5.0 million decrease in mortgage banking income and $2.9 million of gains on security sales in 2021 that did not reoccur in 2022.

Net interest margin was 3.29%, a decrease of 7 basis points from the same period in 2022.

The decrease is primarily due to the repricing of variable rate assets and continued loan growth offset by higher borrowing costs and cost of interest-bearing liabilities.

● The provision for credit losses was an expense of $2.9 million in both 2023 and 2022.

● Non-interest income was $35.8 million, compared to $35.3 million primarily due to $699 thousand higher bank-owned life insurance (“ BOLI”) income related to one-time death benefits during the first quarter of 2023.

● Non-interest expense was $93.5 million versus $91.3 million.

Prior year included a $2.9 million loss on extinguishment of debt.

● Efficiency ratio improved to 59% from 61%, excluding the impact of PPP loans it improved 59% from 64%.

The improvement in the ratio showcases our displaced approach to expense management.

Salaries and benefits expense increased $3.9 million to $52.5 million in 2023 due to revaluation of post-retirement plan liabilities, higher stock compensation expense and decrease in deferred loan origination costs.

● Efficiency ratio improved to 58.7% in 2023 from 59.3% in 2022.

Financial Position (For year ended December 31, 2023 compared to the same period of 2022)

● Total assets increased $200.6 million to $3.9 billion mainly due to strong loan growth offset in part by unfavorable fair value adjustments on our securities portfolio.

● Cash and cash equivalents decreased to $92.3 million, from $250.4 million principally due to self-funding loan growth in the first half of 2022.

● Securities were $574.4 million, or 15% of total assets, compared to $625.7 million, or 16% of total assets.

Net unrealized losses were $71.8 million, or 12% of gross securities, compared with a gain of $2.6 million, or 0.4% of gross securities as fixed rate securities continued to reprice to higher interest rates.

● Total assets increased $61.1 million to $4.0 billion mainly due to loan growth offset by available for sale security pay-downs.

● Cash and cash equivalents increased to $94.8 million, from $92.3 million primarily due to excess cash available generated from operations.

● Total securities were $547.4 million, or 14% of total assets, compared to $574.4 million, or 15% of total assets.

Net unrealized losses were $62.4 million, or 11% of gross securities, compared with a gain of $71.8 million, or 12% of gross securities.

All securities are classified as available for sale preserving capital flexibility.

● Total loans grew 3% year-over-year as commercial loans increased 6%.

Loan growth was generated across all of our footprint while adhering to selective criteria and only experienced operators.

We believe that the economy in Northern New England continues to be strong despite pressures from the broader economy.

● The ratio of the allowance for credit losses to total loans was 0.89%, decreasing from 0.90%, which reflects solid credit quality.

Net charge-offs continue to be insignificant and each credit metric improved during the year.

● While deposit balances were consistent with 2021, we did see a decline during the fourth quarter of 2022 primarily in institutional accounts with low activity, which tend to be most rate sensitive.

We continue to work with each customer on rates rather than make sweeping movements, which allows us to focus on expanding those relationships as we review individual requests.

● Borrowings increased to $394.2 million from $178.5 million as short-term funding was used to grow loans in the second half of 2022.

The increase was the net result of the strategy to grow commercial construction and commercial real estate owner-occupied segments.

● The ratio of the allowance for credit losses to total loans was 0.94%, increasing from 0.89%, reflecting more refined economic forecasting, especially in the national unemployment figures, increase in specific reserves, and loan portfolio growth.

Net charge-offs increased to $590 thousand in 2023 compared to a net recovery of $238 thousand in 2022 primarily driven by one non-accrual commercial and industrial (“C&I loan”).

● Deposit balances increased 3% year-over-year due to consumer’s migration to brokerage accounts and higher yielding time deposits and an increase in brokered deposits.

● Borrowings decreased to $331.5 million from $394.3 million primarily due to excess cash available generated from operations.

● Total book value per share was $28.48 compared to $26.09.

Net unrealized security losses reduced book value per share by $3.14.

Tangible book value per share excluding net unrealized security losses (non-GAAP) increased 9% on annualized basis on net income offset by dividends to shareholders.

Tangible book value per share excluding net unrealized security losses (non-GAAP) increased 9% on an annualized basis on net income offset by dividends to shareholders.

SELECTED FINANCIAL DATA

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Total liabilities and shareholders' equity

Net interest income

Net interest spread

Net interest margin

Adjusted net interest margin (4)

(1) The average balances of loans include non-accrual loans and unamortized deferred fees and costs.

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(3) Fully taxable equivalent considers the impact of tax-advantaged securities and loans.

(4) Adjusted net interest margin excludes PPP loans.

RATE/VOLUME ANALYSIS

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NON-GAAP FINANCIAL MEASURES

Our accounting and reporting policies conform to accounting principles generally accepted in the United States of America ("GAAP") and the prevailing practices in the financial services industry.

However, we also evaluate our performance by reference to certain additional financial measures discussed in this Annual Report that we identify as being “non-GAAP financial measures.” In accordance with SEC rules, we classify a financial measure as being a non-GAAP financial measure if that financial measure excludes or includes amounts, or is subject to adjustments that have the effect of excluding or including amounts, that are included or excluded, as the case may be, in the most directly comparable measure calculated and presented in accordance with GAAP as in effect from time to time in the United States in our statements of income, balance sheets or statements of cash flows.

Non-GAAP financial measures do not include operating and other statistical measures or ratios or statistical measures calculated using exclusively either financial measures calculated in accordance with GAAP, operating measures or other measures that are not non-GAAP financial measures or both.

These non-GAAP measures are intended to provide the reader with additional supplemental perspectives on operating results, performance trends, and financial condition.

Non-GAAP financial measures are not a substitute for GAAP measures;

they should be read and used in conjunction with the Company's GAAP financial information.

Because non-GAAP financial measures presented in this Annual Report are not measurements determined in accordance with GAAP and are susceptible to varying calculations, these non-GAAP financial measures, as presented, may not be comparable to other similarly titled measures presented by other companies.

A reconciliation of non-GAAP financial measures to GAAP measures is provided herein.

In all cases, it should be understood that non-GAAP measures do not depict amounts that accrue directly to the benefit of shareholders.

An item which management excludes when computing non-GAAP financial measures can be of substantial importance to the Company’s results for any particular quarter or year.

Each non-GAAP measure used by the Company in this Annual Report as supplemental financial data should be considered in conjunction with the Company's GAAP financial information.

The Company utilizes these non-GAAP financial measures for purposes of measuring our performance against our peer group and other financial institutions and analyzing our internal performance.

We also believe these non-GAAP financial measures help investors better understand the Company’s operating performance and trends and allow for better performance comparisons to other banks.

In addition, these non-GAAP financial measures remove the impact of unusual items that may obscure trends in the Company’s underlying performance.

The non-GAAP financial measures that we discuss in this Annual Report should not be considered in isolation or as a substitute for the most directly comparable or other financial measures calculated in accordance with GAAP.

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The following table summarizes the reconciliation of non-GAAP items for the time periods presented:

At or For The Years Ended December 31,

Year Ended December 31,

(in thousands)

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Gain on sale of premises and equipment, net

Gain on other real estate owned

Loss on debt extinguishment

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Gain on sale of premises and equipment, net

Gain on other real estate owned

Loss on debt extinguishment

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Average paycheck protection program (PPP) loans

Average interest-bearing deposits with other banks

Average earning assets, excluding PPP loans

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Tangible assets, period-end (2)(3)

At or For The Years Ended December 31,

Year Ended December 31,

(in thousands)

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Return on assets

Adjusted return on assets (2)

Core return on assets (2)

Pre-tax, pre-provision return on assets

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Return on equity

Adjusted return on equity (2)

Core return on equity (2)

Return on tangible equity

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Net interest margin

Adjusted net interest margin (2)

Supplementary data (in thousands)

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Interest and fees on PPP loans

Interest and fees on interest-earning deposits with other banks

(1) 2023 assumes a marginal tax rate of 24.01% for the fourth quarter and 23.80% for the first three quarters.

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Interest-earning cash held with other banks totaled $52.6 million at year-end 2023 compared to $52.4 million at year-end 2022 carrying a yield of 5.33% in 2023 versus 1.07% in 2022.

The decrease in cash reflects loan growth on relatively flat deposit balances on a year-over-year basis.

Securities totaled $547.4 million at year-end 2023 and $574.4 million at year-end 2022.

During 2022, security purchases totaled $109.0 million and were offset by $7.1 million of sales and $73.7 million of maturities, calls and pay-downs of amortizing securities.

During 2023, security purchases totaled $7.5 million and were offset $44.6 million of maturities, calls and pay-downs of amortizing securities.

There were $18.4 million of purchases and $20.5 million in sales of FHLB stock during the year.

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Loans increased by $96.4 million from year-end 2022 or 3%.

The increase was the net result of the strategy to grow commercial portfolios.

Total commercial loans were $1.8 billion growing 19% in 2022 and 10% in 2021 when excluding PPP loans, which was driven mostly from new relationships in commercial real estate fixed-rate products.

Total residential loans increased 3% or $25.5 million from year-end 2021, as we placed more originations on the balance sheet instead of selling into the secondary market.

Residential loan origination volume in 2022 is significantly down as compared to the respective period of 2021 on lower refinancing activity due to increasing market rates.

The controlled growth was a function of the tight credit markets and the rising interest rate environment in 2023 that limited commercial loan refinancing activity.

Total commercial loans were $2.0 billion, growing 6% in 2023 and 19% in 2022 which was driven mostly from new relationships primarily to commercial borrowers.

Total residential loans decreased 2% or $14.6 million from year-end 2022, due to lower demand for prevailing mortgage rates and strategy to sell production to the secondary market.

Home Equity lines decreased 4% or $3.2 million from year-end 2022 due to the run-off of balances associated with the repricing of home equity lines of credit.

Allowance for Credit Losses

The ACL was $28.1 million at the end of 2023 compared to $25.9 million at year-end 2022.

The increase is primarily due to the loan portfolio growth.

Non-accruing loans decreased to $6.5 million, or 0.23% of total loans at the end of 2022 from $10.2 million or 0.40% of total loans at year-end 2021.

The ratio of accruing past due loans to total loans improved to 0.09% of total loans from 0.32%.

Total delinquent and non-accruing loans as percentage of total improved to 0.32% from 0.72%.

Net charge-offs continue to be historically low with a net recovery of $238 thousand in 2022 compared to a net charge-off of $209 thousand in 2021.

Total other assets increased $47.8 million to $366 million at December 31, 2022 from $318 million as of December 31, 2021.

The increase is primarily attributed to a $10.1 million increase in partnership investments, and a $16.2 million increase in the asset position of the derivative and hedging instruments.

Deferred tax assets, net, increased $18.9 million as of December 31, 2022 compared to 2021 driven by the unrealized loss position in the securities available for sale portfolio.

The increase was primarily due to more refined economic forecasting, especially in the national unemployment figures and in commercial real estate prices, and loan portfolio growth.

Non-accruing loans decreased $1 million to $5.5 million, or 0.18% of total loans at the end of 2023 from $6.5 million or 0.23% of total loans at year-end 2022.

The ratio of accruing past due loans to total loans increased to 0.12% of total loans from 0.09%.

Total delinquent and non-accruing loans as percentage of total loans improved to 0.30% from 0.32%.

Net charge-offs increased to $626 thousand in 2023 compared to a net recovery of $238 thousand in 2022 primarily driven by the resolution of one non-accruing C&I loan.

Total other assets decreased $10.6 million to $356 million at December 31, 2023 from $366 million as of December 31, 2022.

The decrease is primarily attributed to a $5.1 million decrease in the asset position customer loan swaps and $2.2 million decrease in interest rate swaps on wholesale funding.

Other intangible assets decreased $932 thousand from 2022 driven by amortization.

Deferred tax assets, net, decreased $1.5 million as of December 31, 2023 compared to 2022 driven by the unrealized loss position in the securities available for sale portfolio.

Cash surrender value of Bank Owned Life insurance decreased $1.2 million due to settlement of one-time death benefits that occurred in the first quarter of 2023.

Deposits and Borrowings

Total deposits were $3.0 billion at the end of 2022 and 2021.

Non-maturity deposits increased $97.0 million in 2022, or 4% due to growth in new accounts with over 2,460 new accounts opened.

Time deposits decreased $102.1 million to $323.4 million at year-end 2022 versus $425.5 million in 2021.

$178 million of brokered deposits matured in of 2021 and were not replaced due to excess liquidity.

Retail time deposits decreased $63.0 million as customers moved funds to transactional accounts upon contractual maturity.

Total borrowings increased by $215.6 million at December 31, 2022 primarily due to funding loan growth opportunities.

Total deposits increased $97.8 million to $3.1 billion at the end of 2023 compared to $3.0 billion at the end of 2022.

Non-maturity deposits decreased $279.1 million in 2023, or 10% due to consumer’s migration to brokerage accounts and higher yielding Time deposits.

4,638 non-maturity deposit accounts with new customers were opened in 2023.

Time deposits increased $376.8 million to $700.3 million at year-end 2023 versus $323.4 million in 2022.

Brokered deposits increased $204.5 million.

Retail time deposits increased $172.4 million as customers moved funds from non-maturity deposits into higher yielding alternatives.

Our deposit composition at year-end 2023 and 2022 was 47% commercial customers and 53% consumer customers.

Total borrowings decreased $62.7 million to $271 million at December 31, 2023 compared to $334 million as of December 31, 2022 primarily due to excess cash available generated from operations.

Derivative Financial Instruments and Other Liabilities

Other liabilities totaled $66.2 million at the end of 2023 compared to $78.7 million as of December 31, 2022.

The $20.7 million increase primarily reflects a $10.1 million increase in capital commitments on limited partnership investments, a

$6.4 million net increase in customer loan swaps, and a $4.2 million variable rate loan hedge increase due to higher interest rates compared to 2021.

The net fair value of all derivatives was an asset of $4.8 million at the end of 2022 compared to a $1.1 million liability at year-end 2021.

The increase in net derivative fair values reflects the rise in long-term interest rates.

Unused credit lines grew at the end of 2022 increasing reserves by $1.7 million, which are also recorded in other liabilities.

The $12.5 million decrease primarily reflects a $10.0 million decrease in capital commitments on limited partnership investments, a $5.2 million net decrease in customer loan swaps, and a $1.5 million variable rate loan hedge decrease offset by $3.5 million increase in brokered CD and a $581 thousand increase in CD interest payable.

The net fair value of all derivatives was an asset of $3.2 million at the end of 2023 compared to a $4.8 million asset at year-end 2022.

The decrease in net derivative fair values reflects the slowing of rising long-term interest rates.

The reserve for unfunded commitments remained flat at the end of 2023 at $3.9 million, which are also recorded in other liabilities.

Total equity was $432.1 million at year-end 2023, compared with $393.5 million at year-end 2022.

Book value per share was $28.48 as of December 31, 2023 compared with $26.09 at December 31, 2022.

Equity included net unrealized losses on securities, derivative and pension revaluations, net of tax, totaling a $58.3 million loss at the end of 2022 compared to a $2.3 million gain at year-end 2021.

During 2022 and 2021, the Company declared and distributed regular cash dividends on its common stock in the aggregate amounts of $15.3 million, respectively.

Equity included securities adjustments, net of tax, totaling a $47.6 million loss at the end of 2023 compared to a $55.3 million loss at year-end 2022.

During 2023 and 2022, the Company declared and distributed regular cash dividends on its common stock in the aggregate amounts of $16.6 million compared to $15.3 million, respectively.

The Company’s 2023 dividend payout ratio amounted to 37%, compared with 35% in 2022.

Total cash dividends paid in 2022 was $1.02 per common share of stock, compared with $0.88 in 2021.

Total cash dividends paid in 2023 was $1.10 per share of common stock, compared with $1.02 per share of common stock in 2022.

The Company and the Bank remained well-capitalized under regulatory guidelines at period end as further described in Note 12 – Shareholders’ Equity and Earnings Per Common Share on the Consolidated Financial Statements.

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The net interest margin was 3.29% in 2023 compared to 3.35% in the prior year.

The 2022 adjusted net interest margin (non-GAAP measure), which excludes PPP loans was 3.35% versus 2.93% in 2021.

Acceleration of PPP loan fee amortization due to forgiveness contributed 1 basis point to NIM in 2022 and 14 basis points in the same period of 2021.

Interest-earning cash balances, held mostly at the Federal Reserve Bank, reduced NIM by 2 basis points in the year and 5 basis points in 2022.

The yield on earning assets totaled 4.85% compared to 3.73% in 2022.

Excluding the impact of PPP and excess cash, the yield on earning assets totaled 3.79% and 3.42% for the same periods.

The yield on loans was 5.04% in 2023 and 3.98% in 2022.

Excluding PPP loans the yield on loans was 3.97% in 2022, and 3.62% in 2021.

Costs of interest-bearing liabilities decreased to 0.52% from 0.59% in 2021 due to decreased core deposit levels offset by increased deposit rates.

Costs of interest-bearing liabilities increased in 2023 to 1.99% from 0.49% in 2022 due to increased deposit rates.

Interest expense on borrowings increased $12.8 million in 2023 compared to 2022 driven by a 79 basis point increase in the weighted average rate of borrowings to 3.24% from 2.45%, respectively, reflecting higher interest rates and increased average borrowings.

Provision for Credit Losses

The provision in 2022 was a $2.9 million expense versus a recapture of $1.3 million in 2021.

The expense is primarily attributed to the 15% loan growth in 2022.

Overall credit quality remains strong and credit quality metrics improved with decreases in non-accruing and past due loans.

The benefit in 2021 is primarily due to a partial recapture of the Day 1 CECL allowance that was established January 1, 2021 given steady improvements in most macroeconomic drivers to the ACL during that year.

The provision for credit losses in both 2023 and 2022 was a $2.9 million expense.

The expense in 2023 was primarily due to more refined economic forecasting, especially in the national unemployment figures and in commercial real estate prices, and loan portfolio growth.

Overall credit quality remains strong and credit quality metrics improved with notable decreases in non-accruing loans.

Non-Interest Income

Non-interest income in 2023 was $35.8 million compared to $35.3 million in 2022.

Trust management fees were $14.6 million in 2022 compared to $15.2 in 2021 due to lower market valuation of assets under management (“AUM”).

While assets under management were $2.3 billion compared to $2.5 billion in 2021, we added more than $132 million of new account balances.

We believe that we have a strong wealth management group and are well positioned to realize an organic lift as market valuations return.

Trust management fees were $14.3 million in 2023 compared to $14.6 in 2022 due to lower market valuation of assets under management (“AUM”) throughout the year.

AUM was $2.5 billion compared to $2.3 billion in 2022, the increase of $143 million primarily due to higher security valuations in the fourth quarter 2023.

Customer service fees increased 3% to $15.2 million in 2023 due to higher transaction volumes associated with 1,000 net new core accounts that opened during the year.

The Company sold securities resulting in gains of $53 thousand in 2022 compared to $2.9 million during 2021.

Mortgage banking income decreased to $1.6 million from $6.5 million in 2021 primarily driven by the rate environment and lower loan sales.

BOLI income increased $699 thousand in 2023 compared to 2022 related to one-time death benefits during the first quarter of 2023.

Non-Interest Expense

Non-interest expense was $93.5 million in 2023 compared to $91.3 million in 2022.

Salaries and benefits expense increased $1.5 million to $48.7 million in 2022 due to a $1.5 million increase in incentive accruals on stronger performance metrics and a $1.5 million decrease in deferred loan origination costs driven by lower residential loan volume.

Those additional costs in 2022 were offset in part by a $767 thousand benefit from the revaluation of post-retirement plan

liabilities as discount rates increased throughout the year, and $539 thousand in savings from employee insurance and other benefit plans.

The provision for credit losses on unfunded commitments increased $1.6 million due to higher commercial construction unused lines of credit.

Other expenses increased $1.7 million in 2022 due to a $352 thousand one-time charitable contribution and a $1.4 million increase in various operating expenses including travel, software and statement processing and postage.

The increases were offset with a $4.1 million decrease in non-recurring expenses.

Non-recurring expenses in 2022 were mostly contract renegotiation costs totaling $267 thousand compared to $4.9 million in 2021 which included a $2.9 million prepayment penalty on debt extinguishment and $1.4 million in reduction in workforce expenses.

Salaries and benefits expense increased $3.9 million to $52.5 million in 2023 due to a $2.0 million increase in revaluation of post-retirement plan liabilities driven by rate environment, $711 thousand increase in stock compensation expense due to the revaluation of our

long term incentive obligations and a $782 thousand decrease in deferred loan origination costs driven by lower residential loan volume.

Income Tax Expense

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Additional sources of liquidity include cash flows from operations, wholesale deposits, cash flow from the Company's amortizing securities and loan portfolios.

We have unused borrowing capacity at the FHLB of $275 million, unused borrowing capacity at the Federal Reserve of

$90 million and unused lines of credit totaling $51 million, in addition to over $200 million in unencumbered, liquid investment portfolio assets.

We have unused borrowing capacity at the FHLB of $381.4 million, unused borrowing capacity at the Federal Reserve of $126.6 million and unused lines of credit totaling $51.0 million, in addition to over $200 million in unencumbered, liquid investment portfolio assets.

Purchase Obligations

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Examples of such contractual agreements include, but are not limited to:

services providing core banking systems, ATM and debit card processing, trust services software, accounting software and the leasing of T-1 telecommunication lines and other technology infrastructure supporting our network.

These types of purchase obligations that will come due during 2023 totaled $7.7 million as of December 31, 2022 which is expected to be funded by cash flows generated from our operations.

services providing core banking systems, ATM and debit card processing, trust services software, accounting software and the leasing of T-1 telecommunication lines and

other technology infrastructure supporting our network.

These types of purchase obligations that will come due during 2024 approximates $9.5 million as of December 31, 2023 which is expected to be funded by cash flows generated from our operations.

Impact of Inflation and Changing Prices

A banking organization’s assets and liabilities are primarily monetary.

Changes in the rate of inflation do not have as great an impact on the financial condition of a bank as do changes in interest rates.

Moreover, interest rates do not necessarily change at the same percentage as inflation.

Accordingly, changes in inflation are not expected to have a material impact on the Company.

The FOMC often applies contractionary monetary policies during times of high inflation, resulting in elevated interest rates.

Elevated interest rates may lower the market value of existing balance sheet assets and often result in a significant unrealized loss position.

These lower market values may negatively affect the Bank’s liquidity position as it results in a lower value of the Bank’s liquid assets.

IMPACT OF NEW ACCOUNTING PRONOUNCEMENTS

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis